Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 25, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-31987 | |
Entity Registrant Name | Hilltop Holdings Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 84-1477939 | |
Entity Address, Address Line One | 2323 Victory Avenue | |
Entity Address, Address Line Two | Suite 1400 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75219 | |
City Area Code | 214 | |
Local Phone Number | 855-2177 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | HTH | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 92,775,411 | |
Entity Central Index Key | 0001265131 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and due from banks | $ 342,001 | $ 644,073 |
Federal funds sold | 521 | 400 |
Assets segregated for regulatory purposes | 151,271 | 133,993 |
Securities purchased under agreements to resell | 50,660 | 61,611 |
Securities: | ||
Trading, at fair value | 601,524 | 745,466 |
Available for sale, at fair value (amortized cost of $999,798 and $886,799, respectively) | 1,009,924 | 875,658 |
Held to maturity, at amortized cost (fair value of $368,546 and $341,124, respectively) | 365,905 | 351,012 |
Equity, at fair value | 19,592 | 19,679 |
Total securities | 1,996,945 | 1,991,815 |
Loans held for sale | 1,609,477 | 1,393,246 |
Loans held for investment, net of unearned income | 7,202,604 | 6,930,458 |
Allowance for loan losses | (55,177) | (59,486) |
Loans held for investment, net | 7,147,427 | 6,870,972 |
Broker-dealer and clearing organization receivables | 1,707,249 | 1,440,287 |
Premises and equipment, net | 208,975 | 237,373 |
Operating lease right-of-use assets | 123,832 | |
Other assets | 602,143 | 580,362 |
Goodwill | 291,435 | 291,435 |
Other intangible assets, net | 33,934 | 38,005 |
Total assets | 14,265,870 | 13,683,572 |
Deposits: | ||
Noninterest-bearing | 2,598,253 | 2,560,750 |
Interest-bearing | 5,864,826 | 5,975,406 |
Total deposits | 8,463,079 | 8,536,156 |
Broker-dealer and clearing organization payables | 1,531,891 | 1,294,925 |
Short-term borrowings | 1,338,893 | 1,065,807 |
Securities sold, not yet purchased, at fair value | 45,447 | 81,667 |
Notes payable | 231,923 | 228,872 |
Operating lease liabilities | 132,750 | |
Junior subordinated debentures | 67,012 | 67,012 |
Other liabilities | 403,070 | 435,240 |
Total liabilities | 12,214,065 | 11,709,679 |
Commitments and contingencies (see Notes 13 and 14) | ||
Hilltop stockholders' equity: | ||
Common stock, $0.01 par value, 125,000,000 shares authorized; 92,775,411 and 93,610,217 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 928 | 936 |
Additional paid-in capital | 1,473,599 | 1,489,816 |
Accumulated other comprehensive income (loss) | 7,862 | (8,627) |
Retained earnings | 544,275 | 466,737 |
Deferred compensation employee stock trust, net | 788 | 825 |
Employee stock trust (8,579 and 11,672 shares, at cost, at June 30, 2019 and December 31, 2018, respectively) | (171) | (217) |
Total Hilltop stockholders' equity | 2,027,281 | 1,949,470 |
Noncontrolling interests | 24,524 | 24,423 |
Total stockholders' equity | 2,051,805 | 1,973,893 |
Total liabilities and stockholders' equity | $ 14,265,870 | $ 13,683,572 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Available for sale, amortized cost | $ 999,798 | $ 886,799 |
Held to maturity, fair value | $ 368,546 | $ 341,124 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 92,775,411 | 93,610,217 |
Common stock, shares outstanding | 92,775,411 | 93,610,217 |
Employee stock trust, shares | 8,579 | 11,672 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Interest income: | ||||
Loans, including fees | $ 114,325 | $ 103,924 | $ 225,195 | $ 203,868 |
Securities borrowed | 15,517 | 17,486 | 32,376 | 33,786 |
Securities: | ||||
Taxable | 14,684 | 12,516 | 30,300 | 23,469 |
Tax-exempt | 1,513 | 1,697 | 3,011 | 3,469 |
Other | 4,017 | 4,417 | 9,214 | 8,808 |
Total interest income | 150,056 | 140,040 | 300,096 | 273,400 |
Interest expense: | ||||
Deposits | 18,036 | 10,136 | 35,142 | 18,811 |
Securities loaned | 13,470 | 15,075 | 28,208 | 28,814 |
Short-term borrowings | 6,897 | 6,466 | 12,368 | 10,509 |
Notes payable | 2,629 | 2,437 | 5,270 | 4,934 |
Junior subordinated debentures | 986 | 918 | 1,987 | 1,740 |
Other | 162 | 160 | 314 | 324 |
Total interest expense | 42,180 | 35,192 | 83,289 | 65,132 |
Net interest income | 107,876 | 104,848 | 216,807 | 208,268 |
Provision (recovery) for loan losses | (672) | 340 | 279 | (1,467) |
Net interest income after provision (recovery) for loan losses | 108,548 | 104,508 | 216,528 | 209,735 |
Noninterest income: | ||||
Net gains from sale of loans and other mortgage production income | 131,173 | 132,478 | 227,312 | 238,245 |
Mortgage loan origination fees | 33,409 | 29,318 | 55,282 | 49,944 |
Securities commissions and fees | 34,142 | 38,320 | 70,111 | 77,037 |
Investment and securities advisory fees and commissions | 22,859 | 21,965 | 43,019 | 40,319 |
Net insurance premiums earned | 33,466 | 34,105 | 66,669 | 68,420 |
Other | 57,822 | 23,248 | 102,946 | 40,612 |
Total noninterest income | 312,871 | 279,434 | 565,339 | 514,577 |
Noninterest expense: | ||||
Employees' compensation and benefits | 215,743 | 200,632 | 405,641 | 383,232 |
Occupancy and equipment, net | 28,219 | 27,893 | 56,242 | 55,723 |
Professional services | 23,753 | 26,020 | 46,695 | 50,724 |
Loss and loss adjustment expenses | 24,981 | 24,409 | 39,907 | 39,941 |
Other | 50,981 | 59,563 | 104,277 | 117,099 |
Total noninterest expense | 343,677 | 338,517 | 652,762 | 646,719 |
Income before income taxes | 77,742 | 45,425 | 129,105 | 77,593 |
Income tax expense | 17,951 | 11,034 | 29,537 | 18,522 |
Net income | 59,791 | 34,391 | 99,568 | 59,071 |
Less: Net income attributable to noncontrolling interest | 1,980 | 1,311 | 2,971 | 1,550 |
Income attributable to Hilltop | $ 57,811 | $ 33,080 | $ 96,597 | $ 57,521 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.62 | $ 0.35 | $ 1.03 | $ 0.60 |
Diluted (in dollars per share) | $ 0.62 | $ 0.35 | $ 1.03 | $ 0.60 |
Weighted average share information: | ||||
Basic (in shares) | 93,399 | 95,270 | 93,533 | 95,625 |
Diluted (in shares) | 93,418 | 95,358 | 93,534 | 95,727 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 59,791 | $ 34,391 | $ 99,568 | $ 59,071 |
Other comprehensive income: | ||||
Net unrealized gains (losses) on securities available for sale, net of tax of $2,574, $(602), $4,782 and $(2,495), respectively | 8,924 | (2,148) | 16,473 | (8,851) |
Reclassification adjustment for gains included in net income, net of tax of $0, $0, $5 and $0, respectively | 16 | |||
Comprehensive income | 68,715 | 32,243 | 116,057 | 50,220 |
Less: comprehensive income attributable to noncontrolling interest | 1,980 | 1,311 | 2,971 | 1,550 |
Comprehensive income applicable to Hilltop | $ 66,735 | $ 30,932 | $ 113,086 | $ 48,670 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net unrealized gains (losses) on securities available for sale, tax | $ 2,574 | $ (602) | $ 4,782 | $ (2,495) |
Other comprehensive income reclassification adjustment, tax | $ 0 | $ 0 | $ 5 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Parent [Member] | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Deferred Compensation Employee Stock Trust, Net | Employee Stock Trust | Noncontrolling Interest | Total |
Balance at Dec. 31, 2017 | $ 1,912,081 | $ 960 | $ 1,526,369 | $ (394) | $ 384,545 | $ 848 | $ (247) | $ 2,726 | $ 1,914,807 |
Balance (in shares) at Dec. 31, 2017 | 95,982,000 | 12,000 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 57,521 | 57,521 | 1,550 | 59,071 | |||||
Other comprehensive income (loss) | (8,851) | (8,851) | (8,851) | ||||||
Stock-based compensation expense | 4,549 | 4,549 | 4,549 | ||||||
Common stock issued to board members | 248 | 248 | 248 | ||||||
Common stock issued to board members (in shares) | 10,000 | ||||||||
Issuance of common stock related to share-based awards, net | (1,729) | $ 3 | (1,732) | (1,729) | |||||
Issuance of common stock related to share-based awards, net (in shares) | 281,000 | ||||||||
Repurchases of common stock | (38,877) | $ (17) | (27,329) | (11,531) | (38,877) | ||||
Repurchases of common stock (in shares) | (1,702,000) | ||||||||
Dividends on common stock | (13,453) | (13,453) | (13,453) | ||||||
Deferred compensation plan | 4 | 9 | $ (5) | 4 | |||||
Deferred compensation plan (in shares) | (1,000) | ||||||||
Adoption of accounting standards | (2,601) | 2,601 | |||||||
Net cash contributed from noncontrolling interest | 644 | 644 | |||||||
Balance at Jun. 30, 2018 | 1,911,493 | $ 946 | 1,502,105 | (11,846) | 419,683 | 857 | $ (252) | 4,920 | 1,916,413 |
Balance (in shares) at Jun. 30, 2018 | 94,571,000 | 11,000 | |||||||
Balance at Mar. 31, 2018 | 1,922,992 | $ 960 | 1,526,867 | (9,698) | 404,260 | 857 | $ (254) | 2,464 | 1,925,456 |
Balance (in shares) at Mar. 31, 2018 | 96,048,000 | 11,000 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 33,080 | 33,080 | 1,311 | 34,391 | |||||
Other comprehensive income (loss) | (2,148) | (2,148) | (2,148) | ||||||
Stock-based compensation expense | 2,385 | 2,385 | 2,385 | ||||||
Common stock issued to board members | 124 | 124 | 124 | ||||||
Common stock issued to board members (in shares) | 5,000 | ||||||||
Issuance of common stock related to share-based awards, net | (1,037) | $ 2 | (1,039) | (1,037) | |||||
Issuance of common stock related to share-based awards, net (in shares) | 152,000 | ||||||||
Repurchases of common stock | (37,171) | $ (16) | (26,232) | (10,923) | (37,171) | ||||
Repurchases of common stock (in shares) | (1,634,000) | ||||||||
Dividends on common stock | (6,734) | (6,734) | (6,734) | ||||||
Deferred compensation plan | 2 | $ 2 | 2 | ||||||
Net cash contributed from noncontrolling interest | 1,145 | 1,145 | |||||||
Balance at Jun. 30, 2018 | 1,911,493 | $ 946 | 1,502,105 | (11,846) | 419,683 | 857 | $ (252) | 4,920 | 1,916,413 |
Balance (in shares) at Jun. 30, 2018 | 94,571,000 | 11,000 | |||||||
Balance at Dec. 31, 2018 | 1,949,470 | $ 936 | 1,489,816 | (8,627) | 466,737 | 825 | $ (217) | 24,423 | 1,973,893 |
Balance (in shares) at Dec. 31, 2018 | 93,610,000 | 11,000 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 96,597 | 96,597 | 2,971 | 99,568 | |||||
Other comprehensive income (loss) | 16,489 | 16,489 | 16,489 | ||||||
Stock-based compensation expense | 4,739 | 4,739 | 4,739 | ||||||
Common stock issued to board members | 281 | 281 | 281 | ||||||
Common stock issued to board members (in shares) | 15,000 | ||||||||
Issuance of common stock related to share-based awards, net | (1,734) | $ 4 | (1,738) | (1,734) | |||||
Issuance of common stock related to share-based awards, net (in shares) | 365,000 | ||||||||
Repurchases of common stock | (24,980) | $ (12) | (19,499) | (5,469) | $ (24,980) | ||||
Repurchases of common stock (in shares) | (1,215,000) | (1,214,843) | |||||||
Dividends on common stock | (14,983) | (14,983) | $ (14,983) | ||||||
Deferred compensation plan | 9 | (37) | $ 46 | 9 | |||||
Deferred compensation plan (in shares) | (2,000) | ||||||||
Adoption of accounting standards | 1,393 | 1,393 | 1,393 | ||||||
Net cash distributed to noncontrolling interest | 2,870 | 2,870 | |||||||
Balance at Jun. 30, 2019 | 2,027,281 | $ 928 | 1,473,599 | 7,862 | 544,275 | 788 | $ (171) | 24,524 | 2,051,805 |
Balance (in shares) at Jun. 30, 2019 | 92,775,000 | 9,000 | |||||||
Balance at Mar. 31, 2019 | 1,991,527 | $ 938 | 1,491,585 | (1,062) | 499,452 | 827 | $ (213) | 23,604 | 2,015,131 |
Balance (in shares) at Mar. 31, 2019 | 93,821,000 | 11,000 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 57,811 | 57,811 | 1,980 | 59,791 | |||||
Other comprehensive income (loss) | 8,924 | 8,924 | 8,924 | ||||||
Stock-based compensation expense | 2,385 | 2,385 | 2,385 | ||||||
Common stock issued to board members | 141 | 141 | 141 | ||||||
Common stock issued to board members (in shares) | 7,000 | ||||||||
Issuance of common stock related to share-based awards, net | (1,011) | $ 2 | (1,013) | (1,011) | |||||
Issuance of common stock related to share-based awards, net (in shares) | 162,000 | ||||||||
Repurchases of common stock | (24,980) | $ (12) | (19,499) | (5,469) | (24,980) | ||||
Repurchases of common stock (in shares) | (1,215,000) | ||||||||
Dividends on common stock | (7,519) | (7,519) | (7,519) | ||||||
Deferred compensation plan | 3 | (39) | $ 42 | 3 | |||||
Deferred compensation plan (in shares) | (2,000) | ||||||||
Net cash distributed to noncontrolling interest | 1,060 | 1,060 | |||||||
Balance at Jun. 30, 2019 | $ 2,027,281 | $ 928 | $ 1,473,599 | $ 7,862 | $ 544,275 | $ 788 | $ (171) | $ 24,524 | $ 2,051,805 |
Balance (in shares) at Jun. 30, 2019 | 92,775,000 | 9,000 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Jul. 25, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||
Cash dividends declared per common share | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 | $ 0.14 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities | ||
Net income | $ 99,568 | $ 59,071 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Provision (recovery) for loan losses | 279 | (1,467) |
Depreciation, amortization and accretion, net | (256) | 3,412 |
Net change in fair value of equity securities | (1,466) | 512 |
Deferred income taxes | 1,528 | 734 |
Other, net | 5,228 | 4,926 |
Net change in securities purchased under agreements to resell | 10,951 | (42,635) |
Net change in trading securities | 143,942 | 96,488 |
Net change in broker-dealer and clearing organization receivables | (258,976) | (172,846) |
Net change in other assets | (17,446) | 2,897 |
Net change in broker-dealer and clearing organization payables | 138,310 | 52,574 |
Net change in other liabilities | 4,064 | (90,078) |
Net change in securities sold, not yet purchased | (36,220) | 18,760 |
Proceeds from sale of mortgage servicing rights asset | 9,303 | |
Net gains from sales of loans | (227,312) | (238,245) |
Loans originated for sale | (6,783,246) | (7,308,972) |
Proceeds from loans sold | 6,790,418 | 7,286,188 |
Net cash used in operating activities | (130,634) | (319,378) |
Investing Activities | ||
Proceeds from maturities and principal reductions of securities held to maturity | 25,726 | 24,047 |
Proceeds from sales, maturities and principal reductions of securities available for sale | 77,146 | 90,950 |
Proceeds from sales, maturities and principal reductions of equity securities | 1,860 | 3 |
Purchases of securities held to maturity | (40,789) | (21,634) |
Purchases of securities available for sale | (191,108) | (170,328) |
Purchases of equity securities | (307) | (492) |
Net change in loans held for investment | (267,006) | (49,003) |
Purchases of premises and equipment and other assets | (14,935) | (12,252) |
Proceeds from sales of premises and equipment and other real estate owned | 9,777 | 8,172 |
Net cash received paid for Federal Home Loan Bank and Federal Reserve Bank stock | (11,301) | (16,626) |
Net cash used in investing activities | (410,937) | (147,163) |
Financing Activities | ||
Net change in deposits | 25,579 | (94,730) |
Net change in short-term borrowings | 273,086 | 404,311 |
Proceeds from notes payable | 365,270 | 267,194 |
Payments on notes payable | (362,255) | (248,167) |
Payments to repurchase common stock | (24,980) | (38,877) |
Dividends paid on common stock | (14,983) | (13,453) |
Net cash received from (distributed to) noncontrolling interest | (2,870) | 644 |
Taxes paid on employee stock awards netting activity | (1,734) | (1,726) |
Other, net | (215) | (363) |
Net cash provided by financing activities | 256,898 | 274,833 |
Net change in cash and cash equivalents | (284,673) | (191,708) |
Cash, cash equivalents and restricted cash, beginning of period | 778,466 | 673,960 |
Cash, cash equivalents and restricted cash, end of period | 493,793 | 482,252 |
Supplemental Disclosures of Cash Flow Information | ||
Cash paid for interest | 80,880 | 65,349 |
Cash paid for income taxes, net of refunds | 12,504 | 966 |
Supplemental Schedule of Non-Cash Activities | ||
Derecognition of construction in progress related to built-to-suit lease obligations | 29,195 | |
Conversion of loans to other real estate owned | 2,931 | 4,846 |
Additions to mortgage servicing rights | $ 4,408 | $ 9,729 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash to Consolidated Balance Sheets | ||||
Cash and due from banks | $ 342,001 | $ 644,073 | $ 353,432 | |
Federal funds sold | 521 | 400 | 403 | |
Assets segregated for regulatory purposes | 151,271 | 133,993 | 128,417 | |
Total cash, cash equivalents and restricted cash | $ 493,793 | $ 778,466 | $ 482,252 | $ 673,960 |
Summary of Significant Accounti
Summary of Significant Accounting and Reporting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting and Reporting Policies | |
Summary of Significant Accounting and Reporting Policies | 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. 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, 2018 (“2018 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, 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, 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”). 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 (“VIE”) 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 Hilltop Securities 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 Hilltop Securities 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”). In addition, Hilltop owns 100% of the membership interest in each of HTH Hillcrest Project LLC (“HTH Project LLC”) and Hilltop Investments I, LLC. Hilltop Investments I, LLC owns 50 % of the membership interest in HTH Diamond Hillcrest Land LLC (“Hillcrest Land LLC”) which is consolidated under the aforementioned VIE Subsections of the ASC. These entities are related to the Hilltop Plaza investment discussed in detail in Note 13 to the consolidated financial statements and are collectively referred to as the “Hilltop Plaza Entities.” 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. As previously disclosed, the quarterly report on Form 10-Q for the period ended June 30, 2018, filed with the SEC on July 26, 2018, incorrectly included the change in assets segregated for regulatory purposes in the operating section of the statements of cash flows. Previously disclosed net changes in assets segregated for regulatory purposes of $58.2 million for the six months ended June 30, 2018, should have been excluded from the cash flows from operating activities and the beginning-of-period and end-of-period balances of assets segregated for regulatory purposes are included in total cash, cash equivalents and restricted cash in accordance with Accounting Standards Update (“ASU”) 2016-18. Accordingly, net cash used in operating activities for the six months ended June 30, 2018, originally reported as $(261.2) million, is $(319.4) million. 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 2018 Form 10-K. As a result of the adoption of ASU 2016-02 and related amendments and technical corrections (collectively, the “Leasing Standard”), the Company has included a new significant accounting policy related to lease accounting as summarized below. Leases The Company determines if an arrangement is a lease at inception. Operating leases with a term of greater than one year are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in premises and equipment and other liabilities on the Company’s consolidated balance sheets. The Company has lease agreements with lease and nonlease components, which are generally accounted for as a single lease component. Leases of low-value assets are assessed on a lease-by-lease basis to determine the need for balance sheet capitalization. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of lease payments. No significant judgments or assumptions were involved in developing the estimated operating lease liabilities as the Company’s operating lease liabilities largely represent the future rental expenses associated with operating leases, and the incremental borrowing rates are based on publicly available interest rates. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis, and the ROU assets and lease liabilities are adjusted when it is reasonably certain that an option will be exercised. Rental expense for lease payments is recognized on a straight-line basis over the lease term and is included in occupancy and equipment, net within our consolidated statements of operations. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2019 | |
Recently Issued Accounting Standards | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards Accounting Standards Adopted During 2019 In July 2018, the FASB issued ASU 2018-09 which clarifies, corrects and makes minor improvements to a wide variety of topics in the ASC. The amendments make the ASC easier to understand and apply by eliminating inconsistencies and providing clarifications. The transition and effective dates are based on the facts and circumstances of each amendment, with some amendments becoming effective upon issuance of the ASU, and others becoming effective for annual periods beginning after December 15, 2018. The Company adopted the amendments as of January 1, 2019, which did not have a material effect on the Company’s consolidated financial statements. In August 2017, the FASB issued ASU 2017-12 which provides targeted improvements to accounting for hedging activities. The FASB has issued various updates, improvements and technical corrections since the issuance of ASU 2017-12. 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. The Company adopted the standard on January 1, 2019. The Company has not historically applied hedge accounting to its derivative transactions, so the provisions of the amendment did not have a material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued the Leasing Standard, which is codified in ASC 842, Leases recognized on the project to date through January 1, 2019, recorded as an increase to retained earnings. Refer to Note 13 for more details regarding the Hilltop Plaza transaction. Accounting Standards Issued But Not Yet Adopted In August 2018, the FASB issued ASU 2018-15 which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software licenses). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The amendment also includes presentation and disclosure provisions regarding capitalized implementation costs. The amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the provisions of the amendment and the impact on its future consolidated financial statements. In August 2018, the FASB issued ASU 2018-13 which includes various removals, modifications and additions to existing guidance regarding fair value disclosures. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the provisions of the amendments but does not expect the amendments to have a material impact on its future consolidated financial statements. In June 2016, the 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 FASB has issued various updates, improvements and technical corrections to the standard since the issuance of ASU 2016-13. The new standard, which is codified in ASC 326, Financial Instruments – Credit Losses |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2019 | |
Acquisition | |
Acquisition | 3. Acquisition BORO Acquisition On August 1, 2018, to expand its Houston-area banking operations, the Company acquired privately-held The Bank of River Oaks (“BORO”) in an all-cash transaction (the “BORO Acquisition”). Pursuant to the terms of the definitive agreement, the Company paid cash in the aggregate amount of $85 million to the shareholders and option holders of BORO. The operations of BORO are included in the Bank’s operating results beginning August 1, 2018. BORO’s results of operations prior to the acquisition date are not included in the Company’s consolidated operating results. The BORO Acquisition was accounted for using the acquisition method of accounting, and accordingly, purchased assets, including identifiable intangible assets, and assumed liabilities were recorded at their respective acquisition date fair values. The resulting fair values of the identifiable assets acquired and liabilities assumed from BORO at August 1, 2018 are summarized in the following table (in thousands). Cash and due from banks $ 21,756 Securities 60,477 Loans held for investment 326,618 Other assets 25,912 Total identifiable assets acquired 434,763 Deposits 376,393 Short-term borrowings 10,000 Other liabilities 2,996 Total liabilities assumed 389,389 Net identifiable assets acquired 45,374 Goodwill resulting from the acquisition 39,627 Net assets acquired $ 85,001 The goodwill of $39.6 million resulting from the BORO Acquisition represents the inherent long-term value expected from the business opportunities created from combining BORO with the Company. The Company used significant estimates and assumptions to value the identifiable assets acquired and liabilities assumed. The amount of goodwill recorded in connection with the Company’s acquisition of BORO is not deductible for tax purposes. Included within the fair value of other assets in the table above are $10.0 million of identifiable core deposits intangible assets recorded in connection with the BORO Acquisition which are being amortized on an accelerated basis over an estimated useful life of six years. The fair value of the core deposit intangible assets was estimated using the net cost savings method, a variation of the income approach. This involved the use of the following significant assumptions: cost of deposits, customer attrition rate, and discount rate. In connection with the BORO Acquisition, the Company acquired loans both with and without evidence of credit quality deterioration since origination. The acquired loans were initially recorded at fair value with no carryover of any allowance for loan losses. Acquired loans were segregated between those considered to be purchased credit impaired (“PCI”) loans and those without credit impairment at acquisition. The following table presents details on acquired loans at the acquisition date (in thousands). Loans, excluding PCI Total Loans Held PCI Loans Loans for Investment Commercial real estate $ 119,188 $ 5,350 $ 124,538 1 - 4 family residential 55,487 39 55,526 Construction and land development 37,134 — 37,134 Commercial and industrial 98,259 2,127 100,386 Consumer 9,021 13 9,034 Total $ 319,089 $ 7,529 $ 326,618 The following table presents information about the PCI loans at acquisition (in thousands). Contractually required principal and interest payments $ 10,730 Nonaccretable difference 2,859 Cash flows expected to be collected 7,871 Accretable difference 342 Fair value of loans acquired with a deterioration of credit quality $ 7,529 The following table presents information about the acquired loans without credit impairment at acquisition (in thousands). Contractually required principal and interest payments $ 381,551 Contractual cash flows not expected to be collected 15,286 Fair value at acquisition 319,089 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 4. 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. ● Level 3 Inputs : Unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Level 3 inputs include pricing models and discounted cash flow techniques, among others . Fair Value Option The Company has elected to measure substantially all of PrimeLending’s mortgage loans held for sale and retained mortgage servicing rights (“MSR”) asset at fair value, under the provisions of the Fair Value Option. The Company elected to apply the provisions of the Fair Value Option to these items so that it would have the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. At June 30, 2019 and December 31, 2018, the aggregate fair value of PrimeLending’s mortgage loans held for sale accounted for under the Fair Value Option was $1.48 billion and $1.26 billion, respectively, and the unpaid principal balance of those loans was $1.43 billion and $1.21 billion, respectively. The interest component of fair value is reported as interest income on loans in the accompanying consolidated statements of operations. The Company holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of the Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined primarily using Level 2 inputs. Those inputs include quotes from mortgage loan investors and derivatives dealers and data from independent pricing services. The fair value of loans held for sale is determined using an exit price method. The following tables present information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands). Level 1 Level 2 Level 3 Total June 30, 2019 Inputs Inputs Inputs Fair Value Trading securities $ 5,204 $ 596,320 $ — $ 601,524 Available for sale securities — 1,009,924 — 1,009,924 Equity securities 19,592 — — 19,592 Loans held for sale — 1,418,277 56,799 1,475,076 Derivative assets — 72,783 — 72,783 MSR asset — — 53,695 53,695 Securities sold, not yet purchased 14,897 30,550 — 45,447 Derivative liabilities — 38,939 — 38,939 Level 1 Level 2 Level 3 Total December 31, 2018 Inputs Inputs Inputs Fair Value Trading securities $ 7,947 $ 737,519 $ — $ 745,466 Available for sale securities — 875,658 — 875,658 Equity securities 19,679 — — 19,679 Loans held for sale — 1,207,311 50,464 1,257,775 Derivative assets — 35,010 — 35,010 MSR asset — — 66,102 66,102 Securities sold, not yet purchased 33,000 48,667 — 81,667 Derivative liabilities — 26,355 — 26,355 The following tables include a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands). Total Gains or Losses (Realized or Unrealized) Balance at Included in Other Beginning of Purchases/ Sales/ Transfers to Included in Comprehensive Balance at Period Additions Reductions (from) Level 3 Net Income Income (Loss) End of Period Three months ended June 30, 2019 Loans held for sale $ 57,844 $ 14,053 $ (11,108) $ (612) $ (3,378) $ — $ 56,799 MSR asset 62,049 2,547 — — (10,901) — 53,695 Total $ 119,893 $ 16,600 $ (11,108) $ (612) $ (14,279) $ — $ 110,494 Six months ended June 30, 2019 Loans held for sale $ 50,464 $ 29,480 $ (18,084) $ 425 $ (5,486) $ — $ 56,799 MSR asset 66,102 4,408 — — (16,815) — 53,695 Total $ 116,566 $ 33,888 $ (18,084) $ 425 $ (22,301) $ — $ 110,494 Three months ended June 30, 2018 Loans held for sale $ 43,483 $ 8,071 $ (8,538) — $ (2,235) $ — $ 40,781 MSR asset 63,957 3,068 (9,303) — (349) — 57,373 Total $ 107,440 $ 11,139 $ (17,841) $ — $ (2,584) $ — $ 98,154 Six months ended June 30, 2018 Loans held for sale $ 36,972 $ 20,550 $ (12,513) — $ (4,228) $ — $ 40,781 MSR asset 54,714 9,729 (9,303) — 2,233 — 57,373 Total $ 91,686 $ 30,279 $ (21,816) $ — $ (1,995) $ — $ 98,154 All net realized and unrealized gains (losses) in the tables above are reflected in the accompanying consolidated financial statements. The unrealized gains (losses) relate to financial instruments still held at June 30, 2019. For Level 3 financial instruments measured at fair value on a recurring basis at June 30, 2019 and December 31, 2018, the significant unobservable inputs used in the fair value measurements were as follows. Range (Weighted-Average) June 30, December 31, Financial instrument Valuation Technique Unobservable Inputs 2019 2018 Loans Discounted Projected price 89 - 96 % ( 95 %) 95 - 96 % ( 95 %) MSR asset Discounted cash flows Constant prepayment rate 13.67 % 10.51 % Discount rate 11.12 % 11.11 % The fair value of certain loans held for sale that cannot be sold through normal sale channels or are non-performing is measured using Level 3 inputs. The fair value of such loans is generally based upon estimates of expected cash flows using unobservable inputs, including listing prices of comparable assets, uncorroborated expert opinions, and/or management’s knowledge of underlying collateral. The MSR asset, which is included in other assets within the Company’s consolidated balance sheets, is reported at fair value using Level 3 inputs. The MSR asset is valued by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the MSR asset is impacted by a variety of factors. Prepayment rates and discount rates, the most significant unobservable inputs, are discussed further in Note 7 to the consolidated financial statements. The Company had no transfers between Levels 1 and 2 during the periods presented. Any transfers are based on changes in the observability and/or significance of the valuation inputs and are assumed to occur at the beginning of the quarterly reporting period in which they occur. The following table presents those changes in fair value of instruments recognized in the consolidated statements of operations that are accounted for under the Fair Value Option (in thousands). Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ 17,179 $ — $ 17,179 $ 22,604 $ — $ 22,604 MSR asset (10,901) — (10,901) (349) — (349) Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ 3,855 $ — $ 3,855 $ 7,724 $ — $ 7,724 MSR asset (16,815) — (16,815) 2,233 — 2,233 The Company also determines the fair value of certain assets and liabilities on a non-recurring basis. In particular, the fair value of all assets acquired and liabilities assumed in an acquisition of a business are determined at their respective acquisition date fair values. In addition, facts and circumstances may dictate a fair value measurement when there is evidence of impairment. Assets and liabilities measured on a non-recurring basis include the items discussed below. Impaired Loans regarding default rates, loss severity rates assuming default, prepayment speeds on acquired loans accounted for in pools (“Pooled Loans”), and estimated collateral values. Estimates for these significant unobservable inputs and the resulting weighted average expected loss on PCI loans were as follows. PCI Loans PlainsCapital FNB SWS BORO June 30, 2019 Merger Transaction Merger Acquisition Weighted average default rate 84 % 30 % 71 % 59 % Weighted average loss severity rate 59 % 12 % 28 % 43 % Weighted average prepayment speed 0 % 6 % 0 % 0 % Resulting weighted average expected loss on PCI loans 49 % 4 % 20 % 25 % PCI Loans PlainsCapital FNB SWS BORO December 31, 2018 Merger Transaction Merger Acquisition Weighted average default rate 81 % 34 % 71 % 63 % Weighted average loss severity rate 59 % 12 % 28 % 42 % Weighted average prepayment speed 0 % 6 % 0 % 0 % Resulting weighted average expected loss on PCI loans 48 % 4 % 20 % 26 % The Company obtains updated appraisals of the fair value of collateral securing impaired collateral dependent loans at least annually, in accordance with regulatory guidelines. The Company also reviews the fair value of such collateral on a quarterly basis. If the quarterly review indicates that the fair value of the collateral may have deteriorated, the Company orders an updated appraisal of the fair value of the collateral. Because the Company obtains updated appraisals when evidence of a decline in the fair value of collateral exists, it typically does not adjust appraised values. Other Real Estate Owned The following table presents information regarding certain assets and liabilities measured at fair value on a non-recurring basis for which a change in fair value has been recorded during reporting periods subsequent to initial recognition (in thousands). Total Gains (Losses) for the Total Gains (Losses) for the Level 1 Level 2 Level 3 Total Three Months Ended June 30, Six Months Ended June 30, June 30, 2019 Inputs Inputs Inputs Fair Value 2019 2018 2019 2018 Impaired loans held for investment $ — $ — $ 65,660 $ 65,660 $ (1,295) $ (602) $ (1,195) $ (725) Other real estate owned — 12,885 — 12,885 (119) (694) (613) (1,800) The Fair Value of Financial Instruments Subsection of the ASC requires disclosure of the fair value of financial assets and liabilities, including the financial assets and liabilities previously discussed. There have been changes to the methods for determining estimated fair value for financial assets and liabilities as described in detail in Note 3 to the consolidated financial statements included in the Company’s 2018 Form 10-K. The following tables present the carrying values and estimated fair values of financial instruments not measured at fair value on either a recurring or non-recurring basis (in thousands). Estimated Fair Value Carrying Level 1 Level 2 Level 3 June 30, 2019 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 342,522 $ 342,522 $ — $ — $ 342,522 Assets segregated for regulatory purposes 151,271 151,271 — — 151,271 Securities purchased under agreements to resell 50,660 — 50,660 — 50,660 Held to maturity securities 365,905 — 368,546 — 368,546 Loans held for sale 134,401 — 134,401 — 134,401 Loans held for investment, net 7,147,427 — 570,377 6,818,592 7,388,969 Broker-dealer and clearing organization receivables 1,707,249 — 1,707,249 — 1,707,249 Other assets 71,833 — 70,724 1,109 71,833 Financial liabilities: Deposits 8,463,079 — 8,464,697 — 8,464,697 Broker-dealer and clearing organization payables 1,531,891 — 1,531,891 — 1,531,891 Short-term borrowings 1,338,893 — 1,338,893 — 1,338,893 Debt 298,935 — 296,724 — 296,724 Other liabilities 5,640 — 5,640 — 5,640 Estimated Fair Value Carrying Level 1 Level 2 Level 3 December 31, 2018 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 644,473 $ 644,473 $ — $ — $ 644,473 Assets segregated for regulatory purposes 133,993 133,993 — — 133,993 Securities purchased under agreements to resell 61,611 — 61,611 — 61,611 Held to maturity securities 351,012 — 341,124 — 341,124 Loans held for sale 135,471 — 135,471 — 135,471 Loans held for investment, net 6,870,972 — 578,363 6,445,810 7,024,173 Broker-dealer and clearing organization receivables 1,440,287 — 1,440,287 — 1,440,287 Other assets 69,720 — 68,573 1,147 69,720 Financial liabilities: Deposits 8,536,156 — 8,528,947 — 8,528,947 Broker-dealer and clearing organization payables 1,294,925 — 1,294,925 — 1,294,925 Short-term borrowings 1,065,807 — 1,065,807 — 1,065,807 Debt 295,884 — 293,685 — 293,685 Other liabilities 3,482 — 3,482 — 3,482 The Company held equity investments other than securities of $36.3 million and $35.8 million at June 30, 2019 and December 31, 2018, respectively, which are included within other assets in the consolidated balance sheets. Of the $36.3 million of such equity investments held at June 30, 2019, $19.9 million do not have readily determinable fair values and each is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The following table presents the adjustments to the carrying value of these investments during the periods presented (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 20,477 $ 21,906 $ 20,376 $ 22,946 Additional investments — 1,411 — 1,411 Upward adjustments 101 2,836 202 3,108 Impairments and downward adjustments (672) (2) (672) (1,314) Dispositions — — — — Balance, end of period $ 19,906 $ 26,151 $ 19,906 $ 26,151 |
Securities
Securities | 6 Months Ended |
Jun. 30, 2019 | |
Securities | |
Securities | 5. Securities The fair value of trading securities is summarized as follows (in thousands). June 30, December 31, 2019 2018 U.S. Treasury securities $ 5,203 $ 7,945 U.S. government agencies: Bonds 6,194 1,494 Residential mortgage-backed securities 246,943 309,455 Commercial mortgage-backed securities 2,204 4,239 Collateralized mortgage obligations 149,449 206,813 Corporate debt securities 54,729 59,293 States and political subdivisions 116,202 126,748 Unit investment trusts 15,919 19,913 Private-label securitized product 1,267 5,680 Other 3,414 3,886 Totals $ 601,524 $ 745,466 The Hilltop Broker-Dealers enter into transactions that represent commitments to purchase and deliver securities at prevailing future market prices to facilitate customer transactions and satisfy such commitments. Accordingly, the Hilltop Broker-Dealers’ ultimate obligations may exceed the amount recognized in the financial statements. These securities, which are carried at fair value and reported as securities sold, not yet purchased in the consolidated balance sheets, had a value of $45.4 million and $81.7 million at June 30, 2019 and December 31, 2018, respectively. The amortized cost and fair value of available for sale and held to maturity securities are summarized as follows (in thousands). Available for Sale Amortized Unrealized Unrealized June 30, 2019 Cost Gains Losses Fair Value U.S. Treasury securities $ 10,559 $ 197 $ (11) $ 10,745 U.S. government agencies: Bonds 85,311 1,210 (14) 86,507 Residential mortgage-backed securities 467,661 5,925 (1,453) 472,133 Commercial mortgage-backed securities 11,595 540 — 12,135 Collateralized mortgage obligations 333,415 3,061 (2,206) 334,270 Corporate debt securities 47,824 1,710 — 49,534 States and political subdivisions 43,433 1,170 (3) 44,600 Totals $ 999,798 $ 13,813 $ (3,687) $ 1,009,924 Available for Sale Amortized Unrealized Unrealized December 31, 2018 Cost Gains Losses Fair Value U.S. Treasury securities $ 11,552 $ 30 $ (44) $ 11,538 U.S. government agencies: Bonds 85,492 552 (433) 85,611 Residential mortgage-backed securities 391,428 608 (6,962) 385,074 Commercial mortgage-backed securities 11,703 189 (120) 11,772 Collateralized mortgage obligations 281,450 385 (5,436) 276,399 Corporate debt securities 53,614 268 (580) 53,302 States and political subdivisions 51,560 608 (206) 51,962 Totals $ 886,799 $ 2,640 $ (13,781) $ 875,658 Held to Maturity Amortized Unrealized Unrealized June 30, 2019 Cost Gains Losses Fair Value U.S. Treasury securities $ 9,961 $ 19 $ — $ 9,980 U.S. government agencies: Bonds 39,019 — (71) 38,948 Residential mortgage-backed securities 20,031 203 — 20,234 Commercial mortgage-backed securities 113,570 3,170 (98) 116,642 Collateralized mortgage obligations 130,326 300 (1,271) 129,355 States and political subdivisions 52,998 650 (261) 53,387 Totals $ 365,905 $ 4,342 $ (1,701) $ 368,546 Held to Maturity Amortized Unrealized Unrealized December 31, 2018 Cost Gains Losses Fair Value U.S. Treasury securities $ 9,903 $ 3 $ — $ 9,906 U.S. government agencies: Bonds 39,018 — (1,479) 37,539 Residential mortgage-backed securities 21,903 — (263) 21,640 Commercial mortgage-backed securities 87,065 271 (1,462) 85,874 Collateralized mortgage obligations 142,474 — (5,000) 137,474 States and political subdivisions 50,649 91 (2,049) 48,691 Totals $ 351,012 $ 365 $ (10,253) $ 341,124 Additionally, the Company had unrealized net gains of $0.7 million and unrealized net losses of $0.9 million from equity securities with fair values of $19.6 million and $19.7 million held at June 30, 2019 and December 31, 2018, respectively. The Company recognized net gains of Information regarding available for sale, held to maturity and equity securities that were in an unrealized loss position is shown in the following tables (dollars in thousands). June 30, 2019 December 31, 2018 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Available for Sale U.S. treasury securities: Unrealized loss for less than twelve months 2 $ 2,586 $ 11 1 $ 981 $ 6 Unrealized loss for twelve months or longer — — — 3 3,556 39 2 2,586 11 4 4,537 45 U.S. government agencies: Bonds: Unrealized loss for less than twelve months — — — 3 24,772 5 Unrealized loss for twelve months or longer 1 9,986 14 3 30,472 428 1 9,986 14 6 55,244 433 Residential mortgage-backed securities: Unrealized loss for less than twelve months 2 8,355 7 8 66,791 432 Unrealized loss for twelve months or longer 16 106,815 1,445 27 194,228 6,530 18 115,170 1,452 35 261,019 6,962 Commercial mortgage-backed securities: Unrealized loss for less than twelve months — — — — — — Unrealized loss for twelve months or longer — — — 1 4,953 120 — — — 1 4,953 120 Collateralized mortgage obligations: Unrealized loss for less than twelve months 9 55,481 153 11 44,394 498 Unrealized loss for twelve months or longer 24 106,528 2,054 28 140,483 4,938 33 162,009 2,207 39 184,877 5,436 Corporate debt securities: Unrealized loss for less than twelve months — 3,009 — 8 16,256 282 Unrealized loss for twelve months or longer — 2,407 — 8 15,665 297 — 5,416 — 16 31,921 579 States and political subdivisions: Unrealized loss for less than twelve months 1 822 — 29 8,590 27 Unrealized loss for twelve months or longer 3 1,223 3 18 9,029 179 4 2,045 3 47 17,619 206 Total available for sale: Unrealized loss for less than twelve months 14 70,253 171 60 161,784 1,250 Unrealized loss for twelve months or longer 44 226,959 3,516 88 398,386 12,531 58 $ 297,212 $ 3,687 148 $ 560,170 $ 13,781 June 30, 2019 December 31, 2018 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Held to Maturity U.S. government agencies: Bonds: Unrealized loss for less than twelve months — $ — $ — — $ — $ — Unrealized loss for twelve months or longer 2 29,248 71 4 37,539 1,479 2 29,248 71 4 37,539 1,479 Residential mortgage-backed securities: Unrealized loss for less than twelve months — — — 1 8,411 89 Unrealized loss for twelve months or longer — — — 3 13,229 174 — — — 4 21,640 263 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 1 1,601 17 1 4,973 27 Unrealized loss for twelve months or longer 2 12,551 81 13 59,670 1,435 3 14,152 98 14 64,643 1,462 Collateralized mortgage obligations: Unrealized loss for less than twelve months — — — 1 2,051 26 Unrealized loss for twelve months or longer 15 95,659 1,271 24 135,423 4,974 15 95,659 1,271 25 137,474 5,000 States and political subdivisions: Unrealized loss for less than twelve months — — — 9 6,431 56 Unrealized loss for twelve months or longer 41 19,683 261 86 32,909 1,993 41 19,683 261 95 39,340 2,049 Total held to maturity: Unrealized loss for less than twelve months 1 1,601 17 12 21,866 198 Unrealized loss for twelve months or longer 60 157,141 1,684 130 278,770 10,055 61 $ 158,742 $ 1,701 142 $ 300,636 $ 10,253 During the three and six months ended June 30, 2019 and 2018, the Company did not record any other-than-temporary impairment (“OTTI”). While some of the securities held in the Company’s investment portfolio have decreased in value since the date of acquisition, the severity of loss and the duration of the loss position are not significant enough to warrant OTTI of the securities. Factors considered in the Company’s analysis include the reasons for the unrealized loss position, the severity and duration of the unrealized loss position, credit worthiness, and forecasted performance of the investee. The Company does not intend to sell, nor does the Company believe that it is likely that the Company will be required to sell, these securities before the recovery of the cost basis. Expected maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties. The amortized cost and fair value of securities, excluding trading and equity securities, at June 30, 2019 are shown by contractual maturity below (in thousands). Available for Sale Held to Maturity Amortized Amortized Cost Fair Value Cost Fair Value Due in one year or less $ 39,783 $ 39,797 $ 11,356 $ 11,376 Due after one year through five years 88,357 90,942 26,042 26,055 Due after five years through ten years 39,142 40,024 5,392 5,414 Due after ten years 19,845 20,623 59,188 59,470 187,127 191,386 101,978 102,315 Residential mortgage-backed securities 467,661 472,133 20,031 20,234 Collateralized mortgage obligations 333,415 334,270 130,326 129,355 Commercial mortgage-backed securities 11,595 12,135 113,570 116,642 $ 999,798 $ 1,009,924 $ 365,905 $ 368,546 The Company recognized net gains of $2.5 million and net losses of $6.8 million from its trading portfolio during the three months ended June 30, 2019 and 2018, respectively, and $10.7 million and $1.9 million during the six months ended June 30, 2019 and 2018, respectively. In addition, the Hilltop Broker-Dealers realized net gains from structured product trading activities of $30.4 million and $0.4 million during the three months ended June 30, 2019 and 2018, respectively, and $55.7 million and $17.4 million during the six months ended June 30, 2019 and 2018, respectively. All such realized net gains and losses are recorded as a component of other noninterest income within the consolidated statements of operations. Securities with a carrying amount of $612.3 million and $612.3 million (with a fair value of $615.6 million and $600.0 million, respectively) at June 30, 2019 and December 31, 2018, respectively, were pledged by the Bank to secure public and trust deposits, federal funds purchased and securities sold under agreements to repurchase, and for other purposes as required or permitted by law. Substantially all of these pledged securities were included in our available for sale and held to maturity securities portfolios at June 30, 2019 and December 31, 2018. Mortgage-backed securities and collateralized mortgage obligations consist primarily of Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) pass-through and participation certificates. GNMA securities are guaranteed by the full faith and credit of the United States, while FNMA and FHLMC securities are fully guaranteed by those respective United States government-sponsored agencies, and conditionally guaranteed by the full faith and credit of the United States. At June 30, 2019 and December 31, 2018, NLC had investments on deposit in custody for various state insurance departments with aggregate carrying values of $9.3 million and $9.5 million, respectively. |
Loans Held for Investment and A
Loans Held for Investment and Allowance for Loan Losses | 6 Months Ended |
Jun. 30, 2019 | |
Loans Held for Investment and Allowance for Loan Losses | |
Loans Held for Investment and Allowance for Loan Losses | 6. Loans Held for Investment and Allowance for Loan Losses The loans acquired in the FNB Transaction were subject to loss-share agreements with the FDIC. During the fourth quarter of 2018, the Bank and the FDIC entered into a Termination Agreement pursuant to which all rights and obligations of the Bank and the FDIC under the FDIC loss-share agreements were resolved and terminated. Accordingly, loans which were previously referred to as either “covered loans” if covered by the loss-share agreements or otherwise “non-covered loans” are now collectively referred to as “loans held for investment.” Disclosures associated with loans that were previously covered by the FDIC loss-share agreements during the three and six months ended June 30, 2018 are included in the “covered” portfolio segment in the applicable tables that follow. The majority of the loans previously covered by the FDIC loss-share agreements are comprised primarily of commercial real estate and 1-4 family residential loans. Loans held for investment summarized by portfolio segment are as follows (in thousands). June 30, December 31, 2019 2018 Commercial real estate $ 2,937,243 $ 2,940,120 Commercial and industrial 1,448,221 1,508,451 Construction and land development 950,628 932,909 1-4 family residential 696,535 679,263 Mortgage warehouse 555,327 243,806 Consumer 44,273 47,546 Broker-dealer (1) 570,377 578,363 7,202,604 6,930,458 Allowance for loan losses (55,177) (59,486) Total loans held for investment, net of allowance $ 7,147,427 $ 6,870,972 (1) Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations. In connection with the Bank Transactions, the Company acquired loans both with and without evidence of credit quality deterioration since origination. The following table presents the carrying values and the outstanding balances of PCI loans (in thousands). June 30, December 31, 2019 2018 Carrying amount $ 86,200 $ 93,072 Outstanding balance 155,749 172,808 Changes in the accretable yield for PCI loans were as follows (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 72,172 $ 93,686 $ 80,693 $ 98,846 Reclassifications from nonaccretable difference, net (1) 4,909 3,136 5,443 10,265 Disposals of loans (337) — (703) (98) Accretion (7,439) (9,514) (16,128) (21,514) Transfer of loans to OREO (2) — (656) — (847) Balance, end of period $ 69,305 $ 86,652 $ 69,305 $ 86,652 (1) Reclassifications from nonaccretable difference are primarily due to net increases in expected cash flows in the quarterly recasts. Reclassifications to nonaccretable difference occur when accruing loans are moved to non-accrual and expected cash flows are no longer predictable and the accretable yield is eliminated. (2) Transfer of loans to OREO is the difference between the value removed from the pool and the expected cash flows for the loan. The remaining nonaccretable difference for PCI loans was $59.6 million and $64.2 million at June 30, 2019 and December 31, 2018, respectively. Impaired loans exhibit a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments, which generally occurs when a loan is 90 days past due unless the asset is both well secured and in the process of collection. Impaired loans include non-accrual loans, troubled debt restructurings (“TDRs”), PCI loans and partially charged-off loans. The amounts shown in the following tables include loans accounted for on an individual basis, as well as acquired Pooled Loans. For Pooled Loans, the recorded investment and the related allowance consider impairment measured at the pool level. Impaired loans, segregated between those considered to be PCI loans and those without credit impairment at acquisition, are summarized by class in the following tables (in thousands). Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related June 30, 2019 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial real estate: Non-owner occupied $ 35,163 $ 5,416 $ 7,332 $ 12,748 $ 1,331 Owner occupied 28,977 6,965 5,636 12,601 639 Commercial and industrial 25,825 4,767 1,141 5,908 29 Construction and land development 7,791 44 23 67 3 1-4 family residential 96,746 1,623 53,249 54,872 1,987 Mortgage warehouse — — — — — Consumer 1,895 4 — 4 — Broker-dealer — — — — — 196,397 18,819 67,381 86,200 3,989 Non-PCI Commercial real estate: Non-owner occupied 206 199 — 199 — Owner occupied 5,106 3,943 — 3,943 — Commercial and industrial 26,210 9,950 2,245 12,195 838 Construction and land development 1,536 919 492 1,411 12 1-4 family residential 10,460 7,625 — 7,625 — Mortgage warehouse — — — — — Consumer 144 34 — 34 — Broker-dealer — — — — — 43,662 22,670 2,737 25,407 850 $ 240,059 $ 41,489 $ 70,118 $ 111,607 $ 4,839 Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2018 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial real estate: Non-owner occupied $ 42,668 $ 5,549 $ 7,540 $ 13,089 $ 1,125 Owner occupied 36,246 11,657 2,967 14,624 304 Commercial and industrial 27,403 5,491 1,068 6,559 72 Construction and land development 10,992 74 390 464 92 1-4 family residential 106,503 646 57,681 58,327 1,299 Mortgage warehouse — — — — — Consumer 2,185 9 — 9 — Broker-dealer — — — — — 225,997 23,426 69,646 93,072 2,892 Non-PCI Commercial real estate: Non-owner occupied — — — — — Owner occupied 5,231 4,098 — 4,098 — Commercial and industrial 22,277 9,891 1,740 11,631 721 Construction and land development 3,430 2,711 535 3,246 31 1-4 family residential 8,695 6,922 — 6,922 — Mortgage warehouse — — — — — Consumer 149 42 — 42 — Broker-dealer — — — — — 39,782 23,664 2,275 25,939 752 $ 265,779 $ 47,090 $ 71,921 $ 119,011 $ 3,644 Average recorded investment in impaired loans is summarized by class in the following table (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Commercial real estate: Non-owner occupied $ 13,097 $ 30,245 $ 13,018 $ 31,998 Owner occupied 17,380 4,973 17,633 7,887 Commercial and industrial 17,284 24,056 18,147 24,206 Construction and land development 1,619 1,673 2,594 1,768 1-4 family residential 63,279 — 63,873 — Mortgage warehouse — — — — Consumer 41 54 45 116 Broker-dealer — — — — Covered — 83,471 — 86,763 $ 112,700 $ 144,472 $ 115,310 $ 152,738 Non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). June 30, December 31, 2019 2018 Commercial real estate: Non-owner occupied $ 1,333 $ 1,226 Owner occupied 3,943 4,098 Commercial and industrial 14,152 14,870 Construction and land development 1,413 3,278 1-4 family residential 7,700 7,026 Mortgage warehouse — — Consumer 34 41 Broker-dealer — — $ 28,575 $ 30,539 At June 30, 2019 and December 31, 2018, non-accrual loans included PCI loans of $4.4 million and $4.9 million, respectively, for which discount accretion has been suspended because the extent and timing of cash flows from these PCI loans can no longer be reasonably estimated. In addition to the non-accrual loans in the table above, $3.4 million of real estate loans secured by residential properties and classified as held for sale were in non-accrual status at both June 30, 2019 and December 31, 2018. Interest income, including recoveries and cash payments, recorded on impaired loans was $0.3 million and $0.2 million during the three months ended June 30, 2019 and 2018, respectively, and $0.7 million and $0.4 million during the six months ended June 30, 2019 and 2018, respectively. Except as noted above, PCI loans are considered to be performing due to the application of the accretion method. The Bank classifies loan modifications as TDRs when it concludes that it has both granted a concession to a debtor and that the debtor is experiencing financial difficulties. 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. Information regarding TDRs granted during the three and six months ended June 30, 2019, is shown in the following table (dollars in thousands). There were no TDRs granted during the three or six months ended June 30, 2018. At June 30, 2019 and December 31, 2018, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial real estate: Non-owner occupied — $ — $ — — $ — $ — Owner occupied — — — — — — Commercial and industrial 3 7,993 7,973 3 7,973 7,973 Construction and land development — — — — — — 1-4 family residential — — — — — — Mortgage warehouse — — — — — — Consumer — — — — — — Broker-dealer — — — — — — Covered — — — — — — 3 $ 7,993 $ 7,973 3 $ 7,973 $ 7,973 There were no TDRs granted during the twelve months preceding June 30, 2019 for which a payment was at least 30 days past due. The following table presents information regarding TDRs granted during the twelve months preceding June 30, 2018, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding June 30, 2018 Number of Balance at Balance at Loans Extension End of Period Commercial real estate: Non-owner occupied — $ — $ — Owner occupied 1 3,294 3,206 Commercial and industrial — — — Construction and land development — — — 1-4 family residential — — — Mortgage warehouse — — — Consumer — — — Broker-dealer — — — Covered — — — 1 $ 3,294 $ 3,206 An analysis of the aging of the Company’s loan portfolio is shown in the following tables (in thousands). Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due June 30, 2019 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 811 $ 130 $ 199 $ 1,140 $ 1,653,557 $ 12,748 $ 1,667,445 $ — Owner occupied 1,526 — 2,527 4,053 1,253,144 12,601 1,269,798 — Commercial and industrial 3,604 5,257 1,055 9,916 1,432,397 5,908 1,448,221 10 Construction and land development 2,719 839 — 3,558 947,003 67 950,628 — 1-4 family residential 4,444 1,257 2,856 8,557 633,106 54,872 696,535 — Mortgage warehouse — 39 — 39 555,288 — 555,327 — Consumer 188 — — 188 44,081 4 44,273 — Broker-dealer — — — — 570,377 — 570,377 — $ 13,292 $ 7,522 $ 6,637 $ 27,451 $ 7,088,953 $ 86,200 $ 7,202,604 $ 10 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due December 31, 2018 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 1,174 $ 199 $ — $ 1,373 $ 1,708,160 $ 13,089 $ 1,722,622 $ — Owner occupied 1,364 — 4,173 5,537 1,197,337 14,624 1,217,498 75 Commercial and industrial 1,792 1,049 11,051 13,892 1,488,000 6,559 1,508,451 3 Construction and land development 3,549 — — 3,549 928,896 464 932,909 — 1-4 family residential 5,987 2,484 1,950 10,421 610,515 58,327 679,263 — Mortgage warehouse — — — 0 243,806 — 243,806 — Consumer 254 147 — 401 47,136 9 47,546 — Broker-dealer — — — — 578,363 — 578,363 — $ 14,120 $ 3,879 $ 17,174 $ 35,173 $ 6,802,213 $ 93,072 $ 6,930,458 $ 78 In addition to the loans shown in the tables above, PrimeLending had $77.4 million and $83.1 million of loans included in loans held for sale (with an aggregate unpaid principal balance of $78.5 million and $84.0 million, respectively) that were 90 days past due and accruing interest at June 30, 2019 and December 31, 2018, respectively. These loans are guaranteed by U.S. government agencies and include loans that are subject to repurchase, or have been repurchased, by PrimeLending. Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, (iv) net charge-offs, and (v) general economic conditions in state and local markets. The Company utilizes a risk grading matrix to assign a risk grade to each of the loans in its portfolio with the exception of broker-dealer margin loans. A risk rating is assigned based on an assessment of the borrower’s management, collateral position, financial capacity, and economic factors. The general characteristics of the various risk grades are described below. Pass Special Mention Substandard PCI The following tables present the internal risk grades of loans, as previously described, in the portfolio by class (in thousands). June 30, 2019 Pass Special Mention Substandard PCI Total Commercial real estate: Non-owner occupied $ 1,599,634 $ 5,935 $ 49,128 $ 12,748 $ 1,667,445 Owner occupied 1,222,925 — 34,272 12,601 1,269,798 Commercial and industrial 1,383,938 447 57,928 5,908 1,448,221 Construction and land development 948,148 — 2,413 67 950,628 1-4 family residential 623,710 371 17,582 54,872 696,535 Mortgage warehouse 555,327 — — — 555,327 Consumer 44,188 — 81 4 44,273 Broker-dealer 570,377 — — — 570,377 $ 6,948,247 $ 6,753 $ 161,404 $ 86,200 $ 7,202,604 December 31, 2018 Pass Special Mention Substandard PCI Total Commercial real estate: Non-owner occupied $ 1,673,424 $ — $ 36,109 $ 13,089 $ 1,722,622 Owner occupied 1,175,225 2,083 25,566 14,624 1,217,498 Commercial and industrial 1,433,227 15,320 53,345 6,559 1,508,451 Construction and land development 929,130 — 3,315 464 932,909 1-4 family residential 601,264 393 19,279 58,327 679,263 Mortgage warehouse 243,806 — — — 243,806 Consumer 47,416 — 121 9 47,546 Broker-dealer 578,363 — — — 578,363 $ 6,681,855 $ 17,796 $ 137,735 $ 93,072 $ 6,930,458 Allowance for Loan Losses The allowance for loan losses is subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance. The Company’s analysis of the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC is described in detail in Note 5 to the consolidated financial statements included in the Company’s 2018 Form 10-K. Changes in the allowance for loan losses, distributed by portfolio segment, are shown below (in thousands). Balance, Provision (Recovery) Loans Recoveries on Balance, Three Months Ended June 30, 2019 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 26,845 $ (1,731) $ — $ — $ 25,114 Commercial and industrial 21,268 1,254 (2,430) 322 20,414 Construction and land development 5,908 (1,512) — — 4,396 1-4 family residential 4,331 1,447 (871) 17 4,924 Mortgage warehouse — — — — — Consumer 409 (128) (10) 12 283 Broker-dealer 48 (2) — — 46 Total $ 58,809 $ (672) $ (3,311) $ 351 $ 55,177 Balance, Provision (Recovery) Loans Recoveries on Balance, Six Months Ended June 30, 2019 Beginning of Period for Loan Losses Charged Off Charged Off loans End of Period Commercial real estate $ 27,100 $ (1,986) $ — $ — $ 25,114 Commercial and industrial 21,980 1,712 (4,248) 970 20,414 Construction and land development 6,061 (1,665) — — 4,396 1-4 family residential 3,956 1,836 (899) 31 4,924 Mortgage warehouse — — — — — Consumer 267 458 (464) 22 283 Broker-dealer 122 (76) — — 46 Total $ 59,486 $ 279 $ (5,611) $ 1,023 $ 55,177 Balance, Provision (Recovery) Loans Recoveries on Balance, Three Months Ended June 30, 2018 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 27,193 $ (1,143) $ (18) $ — $ 26,032 Commercial and industrial 23,269 1,815 (2,233) 666 23,517 Construction and land development 7,449 (178) — — 7,271 1-4 family residential 2,107 376 (6) 75 2,552 Mortgage warehouse — — — — — Consumer 276 (75) (30) 36 207 Broker-dealer 77 340 — — 417 Covered 2,823 (795) (57) 3 1,974 Total $ 63,194 $ 340 $ (2,344) $ 780 $ 61,970 Balance, Provision (Recovery) Loans Recoveries on Balance, Six Months Ended June 30, 2018 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 26,413 $ (363) $ (18) $ — $ 26,032 Commercial and industrial 23,674 119 (3,416) 3,140 23,517 Construction and land development 7,844 (573) — — 7,271 1-4 family residential 2,362 99 (12) 103 2,552 Mortgage warehouse — — — — — Consumer 311 (109) (43) 48 207 Broker-dealer 353 64 — — 417 Covered 2,729 (704) (57) 6 1,974 Total $ 63,686 $ (1,467) $ (3,546) $ 3,297 $ 61,970 The loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Loans Individually Loans Collectively Evaluated for Evaluated for PCI June 30, 2019 Impairment Impairment Loans Total Commercial real estate $ 3,559 $ 2,908,335 $ 25,349 $ 2,937,243 Commercial and industrial 11,362 1,430,951 5,908 1,448,221 Construction and land development 1,317 949,244 67 950,628 1-4 family residential 608 641,055 54,872 696,535 Mortgage warehouse — 555,327 — 555,327 Consumer — 44,269 4 44,273 Broker-dealer — 570,377 — 570,377 Total $ 16,846 $ 7,099,558 $ 86,200 $ 7,202,604 Loans Individually Loans Collectively Evaluated for Evaluated for PCI December 31, 2018 Impairment Impairment Loans Total Commercial real estate $ 3,909 $ 2,908,498 $ 27,713 $ 2,940,120 Commercial and industrial 10,741 1,491,151 6,559 1,508,451 Construction and land development 3,241 929,204 464 932,909 1-4 family residential — 620,936 58,327 679,263 Mortgage warehouse — 243,806 — 243,806 Consumer — 47,537 9 47,546 Broker-dealer — 578,363 — 578,363 Total $ 17,891 $ 6,819,495 $ 93,072 $ 6,930,458 The allowance for loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Loans Individually Loans Collectively Evaluated for Evaluated for PCI June 30, 2019 Impairment Impairment Loans Total Commercial real estate $ — $ 23,144 $ 1,970 $ 25,114 Commercial and industrial 838 19,547 29 20,414 Construction and land development 12 4,381 3 4,396 1-4 family residential — 2,937 1,987 4,924 Mortgage warehouse — — — — Consumer — 283 — 283 Broker-dealer — 46 — 46 Total $ 850 $ 50,338 $ 3,989 $ 55,177 Loans Individually Loans Collectively Evaluated for Evaluated for PCI December 31, 2018 Impairment Impairment Loans Total Commercial real estate $ — $ 25,671 $ 1,429 $ 27,100 Commercial and industrial 721 21,187 72 21,980 Construction and land development 31 5,938 92 6,061 1-4 family residential — 2,657 1,299 3,956 Mortgage warehouse — — — — Consumer — 267 — 267 Broker-dealer — 122 — 122 Total $ 752 $ 55,842 $ 2,892 $ 59,486 |
Mortgage Servicing Rights
Mortgage Servicing Rights | 6 Months Ended |
Jun. 30, 2019 | |
Mortgage Servicing Rights | |
Mortgage Servicing Rights | 7. Mortgage Servicing Rights The following tables present the changes in fair value of the Company’s MSR asset, as included in other assets within the consolidated balance sheets, and other information related to the serviced portfolio (dollars in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 62,049 $ 63,957 $ 66,102 $ 54,714 Additions 2,547 3,068 4,408 9,729 Sales — (9,303) — (9,303) Changes in fair value: Due to changes in model inputs or assumptions (1) (8,739) 1,032 (13,772) 4,673 Due to customer payoffs (2,162) (1,381) (3,043) (2,440) Balance, end of period $ 53,695 $ 57,373 $ 53,695 $ 57,373 June 30, December 31, 2019 2018 Mortgage loans serviced for others $ 5,027,953 $ 5,086,461 MSR asset as a percentage of serviced mortgage loans 1.07 % 1.30 % (1) Primarily represents normal customer payments, changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates and the refinement of other MSR model assumptions. The key assumptions used in measuring the fair value of the Company’s MSR asset were as follows. June 30, December 31, 2019 2018 Weighted average constant prepayment rate 13.67 % 10.51 % Weighted average discount rate 11.12 % 11.11 % Weighted average life (in years) 5.8 7.1 A sensitivity analysis of the fair value of the Company’s MSR asset to certain key assumptions is presented in the following table (in thousands). June 30, December 31, 2019 2018 Constant prepayment rate: Impact of 10% adverse change $ (3,097) $ (2,512) Impact of 20% adverse change (5,977) (4,980) Discount rate: Impact of 10% adverse change (1,988) (2,677) Impact of 20% adverse change (3,826) (5,139) This sensitivity analysis presents the effect of hypothetical changes in key assumptions on the fair value of the MSR asset. The effect of such hypothetical change in assumptions generally cannot be extrapolated because the relationship of the change in one key assumption to the change in the fair value of the MSR asset is not linear. In addition, in the analysis, the impact of an adverse change in one key assumption is calculated independent of any impact on other assumptions. In reality, changes in one assumption may change another assumption. Contractually specified servicing fees, late fees and ancillary fees earned of $6.6 million and $6.1 million during the three months ended June 30, 2019 and 2018, respectively, and $12.9 million and $11.8 million during the six months ended June 30, 2019 and 2018, respectively, were included in net gains from sale of loans and other mortgage production income within the consolidated statements of operations. |
Deposits
Deposits | 6 Months Ended |
Jun. 30, 2019 | |
Deposits | |
Deposits | 8. Deposits Deposits are summarized as follows (in thousands). June 30, December 31, 2019 2018 Noninterest-bearing demand $ 2,598,253 $ 2,560,750 Interest-bearing: NOW accounts 1,495,785 1,358,196 Money market 2,428,191 2,725,541 Brokered - money market 5,000 5,000 Demand 325,105 393,685 Savings 180,747 184,700 Time 1,429,998 1,308,284 $ 8,463,079 $ 8,536,156 |
Short-term Borrowings
Short-term Borrowings | 6 Months Ended |
Jun. 30, 2019 | |
Short-term Borrowings | |
Short-term Borrowings | 9. Short-term Borrowings Short-term borrowings are summarized as follows (in thousands). June 30, December 31, 2019 2018 Federal funds purchased $ 124,050 $ 100,100 Securities sold under agreements to repurchase 508,843 576,707 Federal Home Loan Bank 475,000 200,000 Short-term bank loans 231,000 189,000 $ 1,338,893 $ 1,065,807 Federal funds purchased and securities sold under agreements to repurchase generally mature daily, on demand, or on some other short-term basis. The Bank and the Hilltop Broker-Dealers execute transactions to sell securities under agreements to repurchase with both customers and other broker-dealers. Securities involved in these transactions are held by the Bank, the Hilltop Broker-Dealers or a third-party dealer. Information concerning federal funds purchased and securities sold under agreements to repurchase is shown in the following tables (dollars in thousands). Six Months Ended June 30, 2019 2018 Average balance during the period $ 621,268 $ 721,167 Average interest rate during the period 2.54 % 1.63 % June 30, December 31, 2019 2018 Average interest rate at end of period 2.57 % 2.43 % Securities underlying the agreements at end of period: Carrying value $ 516,067 $ 587,609 Estimated fair value $ 554,160 $ 618,231 Federal Home Loan Bank (“FHLB”) short-term borrowings mature over terms not exceeding 365 days and are collateralized by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. Other information regarding FHLB short-term borrowings is shown in the following tables (dollars in thousands). Six Months Ended June 30, 2019 2018 Average balance during the period $ 159,945 $ 117,956 Average interest rate during the period 2.47 % 1.91 % June 30, December 31, 2019 2018 Average interest rate at end of period 2.32 % 2.65 % The Hilltop Broker-Dealers use short-term bank loans periodically to finance securities owned, margin loans to customers and correspondents and underwriting activities. Interest on the borrowings varies with the federal funds rate. The weighted average interest rate on the borrowings at June 30, 2019 and December 31, 2018 was 3.28% and 3.35%, respectively. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Notes Payable | |
Notes Payable | 10. Notes Payable Notes payable consisted of the following (in thousands). June 30, December 31, 2019 2018 Senior Notes due April 2025, net of discount of $1,313 and $1,393, respectively $ 148,687 $ 148,607 FHLB notes, including premium of $179 and $222, respectively, with maturities ranging from September 2020 to June 2030 4,037 4,391 NLIC note payable due May 2033 10,000 10,000 NLIC note payable due September 2033 10,000 10,000 ASIC note payable due April 2034 7,500 7,500 Ventures Management lines of credit due May 2020 51,699 48,374 $ 231,923 $ 228,872 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Leases | 11. Leases Hilltop and its subsidiaries lease space, primarily for corporate offices, branch facilities and automated teller machines, under both operating and finance leases. Certain of the Company’s leases have options to extend, with the longest extension option being ten years, and some of the Company’s leases include options to terminate within one year. The Company’s leases contain customary restrictions and covenants. The Company has certain intercompany leases and subleases between its subsidiaries, and these transactions and balances have been eliminated in consolidation and are not reflected in the tables and information presented below. Supplemental balance sheet information related to finance leases is as follows (in thousands). June 30, 2019 Finance leases: Premises and equipment $ 7,780 Accumulated depreciation (3,883) Premises and equipment, net $ 3,897 Operating lease rental cost and finance lease amortization of ROU assets is included within occupancy and equipment, net in the consolidated statements of operations. Finance lease interest expense is included within other interest expense in the consolidated statements of operations. The Company does not generally enter into leases which contain variable payments, other than due to the passage of time. The components of lease costs, including short-term lease costs, are as follows (in thousands). Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Operating lease cost $ 10,599 $ 21,130 Less operating lease and sublease income (663) (1,050) Net operating lease cost $ 9,936 $ 20,080 Finance lease cost: Amortization of lease assets $ 147 $ 295 Interest on lease liabilities 150 302 Total finance lease cost $ 297 $ 597 Supplemental cash flow information related to leases is as follows (in thousands): Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,810 Operating cash flows from finance leases 302 Financing cash flows from finance leases 290 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 24,188 Finance leases — Information regarding the lease terms and discount rates of the Company’s leases is as follows. June 30, 2019 Weighted Average Weighted Average Lease Classification Remaining Lease Term (Years) Discount Rate Operating 5.9 5.35 % Finance 7.0 4.78 % Future minimum lease payments under the Leasing Standard as of June 30, 2019, under lease agreements that had commenced as of or subsequent to January 1, 2019, are presented below (in thousands). Operating Leases Finance Leases 2019 $ 18,039 $ 595 2020 32,798 1,197 2021 27,089 1,212 2022 21,209 1,241 2023 17,077 1,280 Thereafter 41,660 3,460 Total minimum lease payments $ 157,872 $ 8,985 Less amount representing interest (25,122) (3,189) Lease liabilities $ 132,750 $ 5,796 As of June 30, 2019, the Company had additional operating leases that have not yet commenced with aggregate future minimum lease payments of approximately $0.6 million. These operating leases are expected to commence between July 2019 and September 2019 with lease terms ranging from two to five years. A related party is the lessor in an operating lease with the Bank. The Bank’s minimum payment under the lease is $0.5 million annually through 2028, for an aggregate remaining obligation of $4.6 million at June 30, 2019. The Company adopted the Leasing Standard on January 1, 2019, using the modified retrospective transition under the option to apply the new standard at its effective date without adjusting the prior period comparative financial statements. As such, disclosures for comparative periods under the predecessor standard, ASC 840, Leases Operating Leases Capital Leases 2019 $ 36,171 $ 1,186 2020 29,109 1,197 2021 21,058 1,212 2022 16,386 1,241 2023 12,361 1,280 Thereafter 18,264 3,460 Total minimum lease payments $ 133,349 9,576 Amount representing interest (1,221) Present value of minimum lease payments $ 8,355 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods. The Company’s effective tax rates were 23.1% and 24.3% for the three months ended June 30, 2019 and 2018, respectively, and 22.9% and 23.9% for the six months ended June 30, 2019 and 2018, respectively, and approximated the applicable statutory rates for such periods. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 13. Commitments and Contingencies Legal Matters The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies based on information currently available, including advice of counsel. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. Any accruals are periodically reviewed and may be adjusted as circumstances change. A portion of the Company’s exposure with respect to loss contingencies may be offset by applicable insurance coverage. In determining the amounts of any accruals or estimates of possible loss contingencies, the Company does not take into account the availability of insurance coverage, other than that provided by reinsurers in the insurance segment. When it is practicable, the Company estimates loss contingencies for possible litigation and claims, whether or not there is an accrued probable loss. When the Company is able to estimate such probable losses, and when it estimates that it is reasonably possible it could incur losses in excess of amounts accrued, the Company is required to make a disclosure of the aggregate estimation. As available information changes, however, the matters for which the Company is able to estimate, as well as the estimates themselves, will be adjusted accordingly. Assessments of litigation and claims exposures are difficult due to many factors that involve inherent unpredictability. Those factors include the following: the varying stages of the proceedings, particularly in the early stages; unspecified, unsupported, or uncertain damages; damages other than compensatory, such as punitive damages; a matter presenting meaningful legal uncertainties, including novel issues of law; multiple defendants and jurisdictions; whether discovery has begun or is complete; whether meaningful settlement discussions have commenced; and whether the claim involves a class action and if so, how the class is defined. As a result of some of these factors, the Company may be unable to estimate reasonably possible losses with respect to some or all of the pending and threatened litigation and claims asserted against the Company. While the final outcome of litigation and claims exposures is inherently unpredictable, management is currently of the opinion that the outcome of pending and threatened litigation will not have a material effect on the Company’s business, consolidated financial position, results of operations or cash flows as a whole. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any matter could be material to the Company’s business, consolidated financial position, results of operations or cash flows for any particular reporting period of occurrence. Indemnification Liability Reserve The mortgage origination segment may be responsible to agencies, investors, or other parties for errors or omissions relating to its representations and warranties that each loan sold meets certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the affected loan from or indemnifies the claimant against loss. The mortgage origination segment has established an indemnification liability reserve for such probable losses. Generally, the mortgage origination segment first becomes aware that an agency, investor, or other party believes a loss has been incurred on a sold loan when it receives a written request from the claimant to repurchase the loan or reimburse the claimant’s losses. Upon completing its review of the claimant’s request, the mortgage origination segment establishes a specific claims reserve for the loan if it concludes its obligation to the claimant is both probable and reasonably estimable. An additional reserve has been established for probable agency, investor or other party losses that may have been incurred, but not yet reported to the mortgage origination segment based upon a reasonable estimate of such losses. Factors considered in the calculation of this reserve include, but are not limited to, the total volume of loans sold exclusive of specific claimant requests, actual claim settlements and the severity of estimated losses resulting from future claims, and the mortgage origination segment’s history of successfully curing defects identified in claim requests. While the mortgage origination segment’s sales contracts typically include borrower early payment default repurchase provisions, these provisions have not been a primary driver of claims to date, and therefore, are not a primary factor considered in the calculation of this reserve. At both June 30, 2019 and December 31, 2018, the mortgage origination segment’s indemnification liability reserve totaled $10.8 million and $10.7 million, respectively. The provision for indemnification losses was $0.8 million and $1.0 million during the three months ended June 30, 2019 and 2018, respectively, and $1.3 million and $1.7 million during the six months ended June 30, 2019 and 2018, respectively. The following tables provide for a rollforward of claims activity for loans put-back to the mortgage origination segment based upon an alleged breach of a representation or warranty with respect to a loan sold and related indemnification liability reserve activity (in thousands). Representation and Warranty Specific Claims Activity - Origination Loan Balance Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 30,112 $ 32,321 $ 33,784 $ 33,702 Claims made 6,504 5,361 9,686 12,350 Claims resolved with no payment (1,579) (5,892) (7,266) (11,753) Repurchases (1,478) (1,245) (2,645) (3,334) Indemnification payments (485) — (485) (420) Balance, end of period $ 33,074 $ 30,545 $ 33,074 $ 30,545 Indemnification Liability Reserve Activity (1) Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 10,721 $ 23,332 $ 10,701 $ 23,472 Additions for new sales 792 1,014 1,281 1,743 Repurchases (127) (85) (209) (245) Early payment defaults (97) (41) (239) (188) Indemnification payments (92) (4) (95) (121) Change in reserves for loans sold in prior years (364) (306) (606) (751) Balance, end of period $ 10,833 $ 23,910 $ 10,833 $ 23,910 June 30, December 31, 2019 2018 Reserve for Indemnification Liability: Specific claims $ 732 $ 676 Incurred but not reported claims 10,101 10,025 Total $ 10,833 $ 10,701 (1) The Reserve for Indemnification Liability at June 30, 2018 reflected $10.2 million of specific claims related to an inquiry by the U.S. Department of Housing and Urban Development (“HUD”) and the U.S. Department of Justice which was resolved in the fourth quarter of 2018. The resolution of this matter is discussed in detail in Note 18 to the consolidated financial statements included in the Company’s 2018 Form 10-K. Although management considers the total indemnification liability reserve to be appropriate, there may be changes in the reserve over time to address incurred losses due to unanticipated adverse changes in the economy and historical loss patterns, discrete events adversely affecting specific borrowers or industries, and/or actions taken by institutions or investors. The impact of such matters is considered in the reserving process when probable and estimable. Hilltop Plaza Investment On July 31, 2018, Hillcrest Land LLC purchased approximately 1.7 acres of land in the City of University Park, Texas for $38.5 million. Hillcrest Land LLC is owned equally between Hilltop Investments I, LLC, a wholly owned entity of Hilltop, and Diamond Ground, LLC, an affiliate of Mr. Gerald J. Ford, Chairman of the Board of Directors. Each of Hilltop Investments I, LLC and Diamond Ground, LLC contributed $19.3 million to Hillcrest Land LLC to complete the purchase. As the voting rights of Hillcrest Land LLC are shared equally between the Company and Diamond Ground, LLC, there is no primary beneficiary, and Diamond Ground, LLC’s interest in Hillcrest Land LLC has been reflected as a noncontrolling interest in the Company’s consolidated financial statements. Therefore, the Company has consolidated Hillcrest Land LLC under the VIE model according to the “most-closely associated” test. The purchased land is included within premises and equipment, net in the consolidated balance sheets. Any income (loss) associated with Hillcrest Land LLC is included within other noninterest income in the consolidated statements of operations. Trusts for which Jeremy Ford, President and Chief Executive Officer, and the wife of Corey Prestidge, Executive Vice President, General Counsel and Secretary, are a beneficiary own 10.2% and 10.1%, respectively, of Diamond Ground, LLC. In connection with the purchase of the land, Hillcrest Land LLC entered into a 99-year ground lease of the land with three tenants-in-common: SPC Park Plaza Partners LLC (“Park Plaza LLC”), an unaffiliated entity which received an undivided 50% leasehold interest; HTH Project LLC, a wholly owned subsidiary of Hilltop, which received an undivided 25% leasehold interest; and Diamond Hillcrest, LLC (“Diamond Hillcrest”), an entity owned by Mr. Gerald J. Ford, which received an undivided 25% leasehold interest (collectively, the “Co-Owners”). The ground lease is triple net. The base rent from the Co-Owners under the ground lease commences 18 months after the ground lease was signed at $1.8 million per year and increases 1.0 % per year each January 1 thereafter. The ground lease was classified as an operating lease, and the accounting commencement date was determined to be July 31, 2018, the date the land was available to the Co-Owners. Concurrent with the ground lease, the Co-Owners entered into an agreement to purchase the improvements currently being constructed on the land, which is a mixed-use project containing a six-story building (“Hilltop Plaza”). HTH Project LLC and Diamond Hillcrest each own an undivided 25% interest in Hilltop Plaza. Park Plaza LLC owns the remaining undivided 50% interest in Hilltop Plaza. Park Plaza LLC has agreed to serve as the Co-Owner property manager under the Co-Owners Agreement; however, certain actions require unanimous approval of all Co-Owners. Funding for Hilltop Plaza includes a $41.0 million construction loan from an unaffiliated third party bank, as well as cash contributions of $5.3 million from each of HTH Project LLC and Diamond Hillcrest. HTH Project LLC’s undivided interest in Hilltop Plaza is accounted for as an equity method investment as the tenants-in-common have joint control over decisions regarding Hilltop Plaza. The investment is included within other assets in the consolidated balance sheets and any income (loss) is included within other noninterest income in the consolidated statements of operations. Hilltop and the Bank entered into leases for an aggregate of approximately 72,000 of the total 119,000 square feet of rentable space in Hilltop Plaza to serve as the headquarters for both companies. Affiliates of Mr. Gerald J. Ford also entered into leases for approximately 11,000 square feet of office space in the building. The two separate 129-month office and retail leases have combined total base rent of approximately $35 million with the first nine months of rent abated. The accounting commencement date of both leases was determined to be June 29, 2019, the date the building was delivered in order for tenant improvement work to commence. The combined operating lease liability, net of lease incentives, recognized during the second quarter of 2019 as a result of the commencement of these leases was $18.9 million. The office and retail leases were considered under the build-to-suit provisions of ASC 840, and the Company was determined to be the accounting owner of the project as its affiliate, HTH Project LLC, has an equity investment in the project. As such, the assets of Hilltop Plaza were recognized during the construction period through December 31, 2018, as costs were incurred to construct the asset, with a corresponding liability representing the costs paid for by the lessor (the Co-Owners). At December 31, 2018, the $27.8 million of costs incurred to date were included within premises and equipment and other liabilities, respectively, in the consolidated balance sheets. The Company reassessed its accounting ownership of the Hilltop Plaza assets under construction as of January 1, 2019, under the build-to-suit provisions of the newly adopted Leasing Standard and concluded it is not the accounting owner. As such, the assets and liabilities of the project were derecognized on January 1, 2019, with the $1.4 million offset representing deferred expenses recognized on the project to date through December 31, 2018, recorded as an increase to retained earnings. All intercompany transactions associated with the Hilltop Plaza investment and the related transactions discussed above are eliminated in consolidation. |
Financial Instruments with Off-
Financial Instruments with Off-Balance Sheet Risk | 6 Months Ended |
Jun. 30, 2019 | |
Financial Instruments with Off-Balance Sheet Risk | |
Financial Instruments with Off-Balance Sheet Risk | 14. Financial Instruments with Off-Balance Sheet Risk The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Such financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received. The contract amounts of those instruments reflect the extent of involvement (and therefore the exposure to credit loss) the Bank has in particular classes of financial instruments. Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require payment of fees. Because some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers. In the aggregate, the Bank had outstanding unused commitments to extend credit of $2.3 billion at June 30, 2019 and outstanding financial and performance standby letters of credit of $92.4 million at June 30, 2019. The Bank uses the same credit policies in making commitments and standby letters of credit as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary, in these transactions is based on management’s credit evaluation of the borrower. Collateral held varies but may include real estate, accounts receivable, marketable securities, interest-bearing deposit accounts, inventory, and property, plant and equipment. In the normal course of business, the Hilltop Broker-Dealers execute, settle, and finance various securities transactions that may expose the Hilltop Broker-Dealers to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the accounts of the Hilltop Broker-Dealers, use of derivatives to support certain non-profit housing organization clients and to hedge changes in the fair value of certain securities, clearing agreements between the Hilltop Broker-Dealers and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | 15. Stock-Based Compensation Pursuant to the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “2012 Plan”), the Company may grant nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalent rights and other awards to employees of the Company, its subsidiaries and outside directors of the Company. In the aggregate, 4,000,000 shares of common stock may be delivered pursuant to awards granted under the 2012 Plan. At June 30, 2019, 680,623 shares of common stock remained available for issuance pursuant to awards granted under the 2012 Plan, excluding shares that may be delivered pursuant to outstanding awards. Compensation expense related to the 2012 Plan was $2.5 million during both the three months ended June 30, 2019 and 2018, and $5.0 million and $4.8 million during the six months ended June 30, 2019 and 2018, respectively. During the six months ended June 30, 2019 and 2018, Hilltop granted 14,895 and 10,024 shares of common stock, respectively, pursuant to the 2012 Plan to certain non-employee members of the Company’s board of directors for services rendered to the Company. Restricted Stock Units The following table summarizes information about nonvested RSU activity for the six months ended June 30, 2019 (shares in thousands). RSUs Weighted Average Grant Date Outstanding Fair Value Balance, December 31, 2018 1,270 $ 22.44 Granted 578 $ 19.18 Vested/Released (456) $ 17.70 Forfeited (28) $ 25.78 Balance, June 30, 2019 1,364 $ 22.58 Vested/Released RSUs include an aggregate of 90,867 shares withheld to satisfy employee statutory tax obligations during the six months ended June 30, 2019. Pursuant to certain RSU award agreements, an aggregate of 17,692 vested RSUs at June 30, 2019 require deferral of the settlement in shares and statutory tax obligations to a future date. During the six months ended June 30, 2019, the Compensation Committee of the board of directors of the Company awarded certain executives and key employees an aggregate of 570,361 RSUs pursuant to the 2012 Plan. Of the RSUs granted during the six months ended June 30, 2019, 479,112 that were outstanding at June 30, 2019, are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date. Of the RSUs granted during the six months ended June 30, 2019, 91,249 that were outstanding at June 30, 2019, provide for cliff vesting based upon the achievement of certain performance goals over a three-year period. At June 30, 2019, in the aggregate, 1,126,126 of the outstanding RSUs are subject to time-based vesting conditions and generally cliff vest on the third anniversary of the grant date, and 238,145 outstanding RSUs cliff vest based upon the achievement of certain performance goals over a three-year period. At June 30, 2019, unrecognized compensation expense related to outstanding RSUs of $17.7 million is expected to be recognized over a weighted average period of 1.87 years. |
Regulatory Matters
Regulatory Matters | 6 Months Ended |
Jun. 30, 2019 | |
Regulatory Matters | |
Regulatory Matters | 16. Regulatory Matters Banking and Hilltop PlainsCapital, which includes the Bank and PrimeLending, and Hilltop are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct, material effect on the consolidated financial statements. The regulations require PlainsCapital and Hilltop to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company performs reviews of the classification and calculation of risk-weighted assets to ensure accuracy and compliance with the Basel III regulatory capital requirements as implemented by the Board of Governors of the Federal Reserve System. The capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the companies to maintain minimum amounts and ratios (set forth in the following table) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of common equity Tier 1, Tier 1 and total capital (as defined) to risk-weighted assets (as defined). In order to avoid limitations on capital distributions, including dividend payments, stock repurchases and certain discretionary bonus payments to executive officers, Basel III requires banking organizations to maintain a capital conservation buffer above minimum risk-based capital requirements measured relative to risk-weighted assets. The phase-in of the capital conservation buffer requirements began on January 1, 2016 for PlainsCapital and Hilltop, and the requirements were fully phased in as of January 1, 2019. The following tables show PlainsCapital’s and Hilltop’s actual capital amounts and ratios in accordance with Basel III compared to the regulatory minimum capital requirements including conservation buffer in effect at the end of the period and on a fully phased-in basis as if such requirements were currently in effect at December 31, 2018 (dollars in thousands). Based on actual capital amounts and ratios shown in the following table, PlainsCapital’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Minimum Capital Requirements Including Conservation Buffer In Effect at Fully To Be Well Actual End of Period Phased In Capitalized Amount Ratio Ratio Ratio Ratio June 30, 2019 Tier 1 capital (to average assets): PlainsCapital $ 1,235,458 12.53 % 4.0 % 4.0 % 5.0 % Hilltop 1,747,412 13.00 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,235,458 13.84 % 7.0 % 7.0 % 6.5 % Hilltop 1,700,823 16.32 % 7.0 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,235,458 13.84 % 8.5 % 8.5 % 8.0 % Hilltop 1,747,412 16.77 % 8.5 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,292,852 14.48 % 10.5 % 10.5 % 10.0 % Hilltop 1,786,441 17.14 % 10.5 % 10.5 % N/A Minimum Capital Requirements Including Conservation Buffer In Effect at Fully To Be Well Actual End of Period Phased In Capitalized Amount Ratio Ratio Ratio Ratio December 31, 2018 Tier 1 capital (to average assets): PlainsCapital $ 1,183,447 12.47 % 4.0 % 4.0 % 5.0 % Hilltop 1,680,364 12.53 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,183,447 13.90 % 6.375 % 7.0 % 6.5 % Hilltop 1,634,978 16.58 % 6.375 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,183,447 13.90 % 7.875 % 8.5 % 8.0 % Hilltop 1,680,364 17.04 % 7.875 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,245,177 14.63 % 9.875 % 10.5 % 10.0 % Hilltop 1,722,602 17.47 % 9.875 % 10.5 % N/A Broker-Dealer Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Hilltop Securities has elected to determine its net capital requirements using the alternative method. Accordingly, Hilltop Securities is required to maintain minimum net capital, as defined in Rule 15c3-1 promulgated under the Exchange Act, equal to the greater of $250,000 and $1,000,000, respectively, or 2% of aggregate debit balances, as defined in Rule 15c3-3 promulgated under the Exchange Act. Additionally, the net capital rule of the NYSE provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than 5% of the aggregate debit items. HTS Independent Network follows the primary (aggregate indebtedness) method, as defined in Rule 15c3-1 promulgated under the Exchange Act, which requires the maintenance of the larger of minimum net capital of $250,000 or 1/15 of aggregate indebtedness. At June 30, 2019, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands). HTS Hilltop Independent Securities Network Net capital $ 225,288 $ 3,072 Less: required net capital 9,971 250 Excess net capital $ 215,317 $ 2,822 Net capital as a percentage of aggregate debit items 45.2 % Net capital in excess of 5% aggregate debit items $ 200,359 Under certain conditions, Hilltop Securities may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Exchange Act. Assets segregated under the provisions of the Exchange Act are not available for general corporate purposes. At June 30, 2019 and December 31, 2018, the Hilltop Broker-Dealers held cash of $151.3 million and $134.0 million, respectively, segregated in special reserve bank accounts for the benefit of customers. The Hilltop Broker-Dealers were not required to segregate cash and securities in special reserve accounts for the benefit of proprietary accounts of introducing broker-dealers at June 30, 2019 or December 31, 2018. Mortgage Origination As a mortgage originator, PrimeLending and its subsidiaries are subject to minimum net worth and liquidity requirements established by HUD and GNMA, as applicable. On an annual basis, PrimeLending and its subsidiaries submit audited financial statements to HUD and GNMA, as applicable, documenting their respective compliance with minimum net worth and liquidity requirements. As of June 30, 2019, PrimeLending and its subsidiaries’ net worth and liquidity exceeded the amounts required by both HUD and GNMA, as applicable. Insurance The statutory financial statements of the Company's insurance subsidiaries, which are domiciled in the State of Texas, are presented on the basis of accounting practices prescribed or permitted by the Texas Department of Insurance. Texas has adopted the statutory accounting practices of the National Association of Insurance Commissioners (“NAIC”) as the basis of its statutory accounting practices with certain differences that are not significant to the insurance company subsidiaries’ statutory equity. A summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary is as follows (in thousands). June 30, December 31, 2019 2018 Statutory capital and surplus: National Lloyds Insurance Company $ 58,905 $ 78,637 American Summit Insurance Company 19,041 17,908 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Statutory net income (loss): National Lloyds Insurance Company $ (3,826) $ (2,633) $ (409) $ 1,134 American Summit Insurance Company 299 394 716 1,283 Regulations of the Texas Department of Insurance require insurance companies to maintain minimum levels of statutory surplus to ensure their ability to meet their obligations to policyholders. At June 30, 2019, the Company's insurance subsidiaries had statutory surplus in excess of the minimum required. The NAIC has adopted a risk based capital (“RBC”) formula for insurance companies that establishes minimum capital requirements indicating various levels of available regulatory action on an annual basis relating to insurance risk, asset credit risk, interest rate risk and business risk. The RBC formula is used by the NAIC and certain state insurance regulators as an early warning tool to identify companies that require additional scrutiny or regulatory action. At June 30, 2019, the Company's insurance subsidiaries' RBC ratio exceeded the level at which regulatory action would be required. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 17. Stockholders’ Equity Dividends During the six months ended June 30, 2019 and 2018, the Company declared and paid cash dividends of $0.16 and $0.14 per common share, or an aggregate of $15.0 million and $13.5 million, respectively. On July 25, 2019, the Company announced that its board of directors declared a quarterly cash dividend of $0.08 per common share, payable on August 30, 2019, to all common stockholders of record as of the close of business on August 15, 2019. Stock Repurchase Program In January 2019, the Hilltop board of directors authorized a new stock repurchase program through January 2020, pursuant to which the Company is authorized to repurchase, in the aggregate, up to $50.0 million of its outstanding common stock, inclusive of repurchases to offset dilution related to grants of stock-based compensation. During the six months ended June 30, 2019, the Company paid $25.0 million to repurchase an aggregate of 1,214,843 shares of common stock at an average price of $20.54 per share. These shares were returned to the Company’s pool of authorized but unissued shares of common stock. The purchases were funded from available cash balances. The Company’s stock repurchase program, prior year repurchases and related accounting policy are discussed in detail in Note 1 and Note 22 to the consolidated financial statements included in the Company’s 2018 Form 10-K. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 18. Derivative Financial Instruments The Company uses various derivative financial instruments to mitigate interest rate risk. The Bank’s interest rate risk management strategy involves effectively managing the re-pricing characteristics of certain assets and liabilities to mitigate potential adverse impacts from changes in interest rates on the Bank’s net interest margin. PrimeLending has interest rate risk relative to interest rate lock commitments (“IRLCs”) and its inventory of mortgage loans held for sale. PrimeLending is exposed to such interest rate risk from the time an IRLC is made to an applicant to the time the related mortgage loan is sold. To mitigate interest rate risk, PrimeLending executes forward commitments to sell mortgage-backed securities (“MBSs”) and Eurodollar futures. Additionally, PrimeLending has interest rate risk relative to its MSR asset and uses derivative instruments, including interest rate swaps and U.S. Treasury bond futures and options to hedge this risk. The Hilltop Broker-Dealers use forward commitments to both purchase and sell MBSs to facilitate customer transactions and as a means to hedge related exposure to interest rate risk in certain inventory positions. Additionally, Hilltop Securities uses both U.S. Treasury bond and Eurodollar futures to hedge changes in the fair value of their securities. Non-Hedging Derivative Instruments and the Fair Value Option As discussed in Note 4 to the consolidated financial statements, the Company has elected to measure substantially all mortgage loans held for sale at fair value under the provisions of the Fair Value Option. The election provides the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without applying complex hedge accounting provisions. The fair values of PrimeLending’s IRLCs and forward commitments are recorded in other assets or other liabilities, as appropriate, and changes in the fair values of these derivative instruments are recorded as a component of net gains from sale of loans and other mortgage production income. These changes in fair value are attributable to changes in the volume of IRLCs, mortgage loans held for sale, commitments to purchase and sell MBSs and MSR assets, and changes in market interest rates. Changes in market interest rates also conversely affect the value of PrimeLending’s mortgage loans held for sale and its MSR asset, which are measured at fair value under the Fair Value Option. The effect of the change in market interest rates on PrimeLending’s loans held for sale and MSR asset is discussed in Note 4 to the consolidated financial statements. The fair values of the Hilltop Broker-Dealers’ and the Bank’s derivative instruments are recorded in other assets or other liabilities, as appropriate. Changes in the fair value of derivatives are presented in the following table (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Increase (decrease) in fair value of derivatives during period: PrimeLending $ (783) $ (3,141) $ 17,405 $ 6,865 Hilltop Broker-Dealers 12,581 2,991 10,774 (2,237) Bank (85) 30 (146) 160 Derivative positions are presented in the following table (in thousands). June 30, 2019 December 31, 2018 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ 1,530,535 $ 33,584 $ 677,267 $ 17,421 Customer-based written options 31,200 (1) 31,200 (49) Customer-based purchased options 31,200 1 31,200 49 Commitments to purchase MBSs 3,323,653 21,730 2,359,630 10,467 Commitments to sell MBSs 5,583,795 (21,406) 3,711,477 (19,315) Interest rate swaps 7,663 (64) 15,104 82 U.S. Treasury bond futures and options (1) 309,000 — 367,200 — Eurodollar futures (1) 120,000 — 104,000 — (1) Changes in the fair value of these contracts are settled daily with the respective counterparties of PrimeLending and the Hilltop Broker-Dealers. PrimeLending had cash collateral advances totaling $18.8 million and $11.9 million to offset net liability derivative positions on its commitments to sell MBSs at June 30, 2019 and December 31, 2018, respectively. In addition, PrimeLending and the Hilltop Broker-Dealers advanced cash collateral totaling $2.5 million and $3.4 million on U.S. Treasury bond futures and options and Eurodollar futures at June 30, 2019 and December 31, 2018, respectively. These amounts are included in other assets within the consolidated balance sheets. |
Balance Sheet Offsetting
Balance Sheet Offsetting | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet Offsetting | |
Balance Sheet Offsetting | 19. Balance Sheet Offsetting Certain financial instruments, including resale and repurchase agreements, securities lending arrangements and derivatives, may be eligible for offset in the consolidated balance sheets and/or subject to master netting arrangements or similar agreements. The following tables present the assets and liabilities subject to enforceable master netting arrangements, repurchase agreements, or similar agreements with offsetting rights (in thousands). Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Assets Cash of Recognized Offset in the Presented in the Financial Collateral Net Assets Balance Sheet Balance Sheet Instruments Pledged Amount June 30, 2019 Securities borrowed: Institutional counterparties $ 1,569,362 $ — $ 1,569,362 $ (1,517,772) $ — $ 51,590 Interest rate options: Customer counterparties 1 — 1 — — 1 Interest rate swaps: Institutional counterparties 2 — 2 — — 2 Reverse repurchase agreements: Institutional counterparties 50,660 — 50,660 (50,575) — 85 Forward MBS derivatives: Institutional counterparties 21,732 — 21,732 (21,732) — — $ 1,641,757 $ — $ 1,641,757 $ (1,590,079) $ — $ 51,678 December 31, 2018 Securities borrowed: Institutional counterparties $ 1,365,547 $ — $ 1,365,547 $ (1,307,121) $ — $ 58,426 Interest rate options: Customer counterparties 49 — 49 — — 49 Interest rate swaps: Institutional counterparties 88 — 88 — — 88 Reverse repurchase agreements: Institutional counterparties 61,611 — 61,611 (61,390) — 221 Forward MBS derivatives: Institutional counterparties 10,469 — 10,469 (10,469) — — $ 1,437,764 $ — $ 1,437,764 $ (1,378,980) $ — $ 58,784 Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Liabilities Cash of Recognized Offset in the Presented in the Financial Collateral Net Liabilities Balance Sheet Balance Sheet Instruments Pledged Amount June 30, 2019 Securities loaned: Institutional counterparties $ 1,459,218 $ — $ 1,459,218 $ (1,410,580) $ — $ 48,638 Interest rate options: Institutional counterparties 1 — 1 — — 1 Interest rate swaps: Institutional counterparties 66 — 66 — — 66 Repurchase agreements: Institutional counterparties 488,042 — 488,042 (488,042) — — Customer counterparties 20,801 — 20,801 (20,801) — — Forward MBS derivatives: Institutional counterparties 21,647 (239) 21,408 (11,061) — 10,347 $ 1,989,775 $ (239) $ 1,989,536 $ (1,930,484) $ — $ 59,052 December 31, 2018 Securities loaned: Institutional counterparties $ 1,186,073 $ — $ 1,186,073 $ (1,136,033) $ — $ 50,040 Interest rate options: Institutional counterparties 49 — 49 — — 49 Interest rate swaps: Institutional counterparties 6 — 6 — — 6 Repurchase agreements: Institutional counterparties 533,441 — 533,441 (533,441) — — Customer counterparties 43,266 — 43,266 (43,266) — — Forward MBS derivatives: Institutional counterparties 19,331 (15) 19,316 (7,728) — 11,588 $ 1,782,166 $ (15) $ 1,782,151 $ (1,720,468) $ — $ 61,683 Secured Borrowing Arrangements Secured Borrowings (Repurchase Agreements) — Securities Lending Activities — When lending securities, the Company receives cash or similar collateral and generally pays interest (based on the amount of cash deposited) to the other party to the transaction. Securities lending transactions are executed pursuant to written agreements with counterparties that generally require securities loaned to be marked-to-market on a daily basis. The Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned. The Company monitors the fair value of securities loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Collateral adjustments are made on a daily basis through the facilities of various clearinghouses. The Company is a principal in these securities lending transactions and is liable for losses in the event of a failure of any other party to honor its contractual obligation. Management sets credit limits with each counterparty and reviews these limits regularly to monitor the risk level with each counterparty. The Company is subject to credit risk through its securities lending activities if securities prices decline rapidly because the value of the Company’s collateral could fall below the amount of the indebtedness it secures. In rapidly appreciating markets, credit risk increases due to short positions. The Company’s securities lending business subjects the Company to credit risk if a counterparty fails to perform or if collateral securing its obligations is insufficient. In securities transactions, the Company is subject to credit risk during the period between the execution of a trade and the settlement by the customer. The following tables present the remaining contractual maturities of repurchase agreement and securities lending transactions accounted for as secured borrowings (in thousands). The Company had no repurchase-to-maturity transactions outstanding at both June 30, 2019 and December 31, 2018. Remaining Contractual Maturities Overnight and Greater Than June 30, 2019 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 38,670 $ — $ — $ — $ 38,670 Asset-backed securities 470,173 — — — 470,173 Securities lending transactions: Corporate securities 113 — — — 113 Equity securities 1,459,105 — — — 1,459,105 Total $ 1,968,061 $ — $ — $ — $ 1,968,061 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,968,061 Amount related to agreements not included in offsetting disclosure above $ — Remaining Contractual Maturities Overnight and Greater Than December 31, 2018 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 131,848 $ — $ — $ — $ 131,848 Asset-backed securities 444,859 — — — 444,859 Securities lending transactions: Corporate securities 113 — — — 113 Equity securities 1,185,960 — — — 1,185,960 Total $ 1,762,780 $ — $ — $ — $ 1,762,780 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,762,780 Amount related to agreements not included in offsetting disclosure above $ — |
Broker-Dealer and Clearing Orga
Broker-Dealer and Clearing Organization Receivables and Payables | 6 Months Ended |
Jun. 30, 2019 | |
Broker-Dealer and Clearing Organization Receivables and Payables | |
Broker-Dealer and Clearing Organization Receivables and Payables | 20. Broker-Dealer and Clearing Organization Receivables and Payables Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands). June 30, December 31, 2019 2018 Receivables: Securities borrowed $ 1,569,362 $ 1,365,547 Securities failed to deliver 24,310 16,300 Trades in process of settlement 96,247 32,993 Other 17,330 25,447 $ 1,707,249 $ 1,440,287 Payables: Securities loaned $ 1,459,218 $ 1,186,073 Correspondents 29,700 29,311 Securities failed to receive 37,562 75,015 Other 5,411 4,526 $ 1,531,891 $ 1,294,925 |
Reserve for Losses and Loss Adj
Reserve for Losses and Loss Adjustment Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Reserve for Losses and Loss Adjustment Expenses | |
Reserve for Losses and Loss Adjustment Expenses | 21. Reserve for Losses and Loss Adjustment Expenses A summary of NLC’s reserve for unpaid losses and LAE, as included in other liabilities within the consolidated balance sheets, is as follows (in thousands). June 30, December 31, 2019 2018 Reserve for unpaid losses and allocated LAE balance, net $ 20,189 $ 16,498 Reinsurance recoverables on unpaid losses 1,184 3,214 Unallocated LAE 894 840 Reserve for unpaid losses and LAE balance, gross $ 22,267 $ 20,552 A summary of claims loss reserve development activity is presented in the following table (dollars in thousands). June 30, 2019 Total of IBNR Reserves Plus Expected Cumulative Accident Six Months Ended June 30, 2019 Development on Number of Year Paid Incurred Reported Claims Reported Claims 2016 $ 83,452 $ 83,961 $ 295 20,092 2017 86,913 87,737 538 20,656 2018 69,260 74,593 2,992 15,164 2019 24,716 37,898 5,382 7,757 Total $ 264,341 $ 284,189 341 All outstanding reserves prior to 2016, net of reinsurance $ 20,189 Reserve for unpaid losses and allocated LAE, net of reinsurance |
Reinsurance Activity
Reinsurance Activity | 6 Months Ended |
Jun. 30, 2019 | |
Reinsurance Activity | |
Reinsurance Activity | 22. Reinsurance Activity NLC limits the maximum net loss that can arise from large risks or risks in concentrated areas of exposure by reinsuring (ceding) certain levels of risk. Substantial amounts of business are ceded, and these reinsurance contracts do not relieve NLC from its obligations to policyholders. Such reinsurance includes quota share, excess of loss, catastrophe, and other forms of reinsurance on essentially all property and casualty lines of insurance. Net insurance premiums earned, losses and LAE and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned insurance premiums ceded to them are reported as assets. Failure of reinsurers to honor their obligations could result in losses to NLC; consequently, allowances are established for amounts deemed uncollectible as NLC evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At June 30, 2019, total reinsurance recoverables and receivables had a carrying value of $1.7 million, which is included in other assets within the consolidated balance sheets. There was no allowance for uncollectible accounts at June 30, 2019, based on NLC’s quality requirements. The effects of reinsurance on premiums written and earned are summarized as follows (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Written Earned Written Earned Written Earned Written Earned Premiums from direct business $ 35,562 $ 31,727 $ 35,801 $ 33,372 $ 66,352 $ 63,463 $ 68,886 $ 66,740 Reinsurance assumed 3,622 3,256 3,567 3,111 6,751 6,448 6,609 6,111 Reinsurance ceded (1,517) (1,517) (2,335) (2,378) (3,242) (3,242) (4,345) (4,431) Net premiums $ 37,667 $ 33,466 $ 37,033 $ 34,105 $ 69,861 $ 66,669 $ 71,150 $ 68,420 The effects of reinsurance on incurred losses and LAE are as follows (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Losses and LAE incurred $ 23,959 $ 23,869 $ 38,943 $ 37,321 Reinsurance recoverables 1,022 540 964 2,620 Net loss and LAE incurred $ 24,981 $ 24,409 $ 39,907 $ 39,941 Catastrophic coverage At June 30, 2019, NLC had catastrophic excess of loss reinsurance coverage of losses per event in excess of $8 million retention by NLIC and $2 million retention by ASIC. ASIC maintained an underlying layer of coverage, providing $6 million of reinsurance coverage in excess of its $2 million retention to bridge to the primary program. The reinsurance for NLIC and ASIC in excess of $8 million is comprised of three layers of protection: $17 million in excess of $8 million retention and/or loss; $30 million in excess of $25 million loss; and $50 million in excess of $55 million loss. NLIC and ASIC retain no participation in any of the layers, beyond the first $8 million and $2 million, respectively. At June 30, 2019, total retention for any one catastrophe that affects both NLIC and ASIC was limited to $8 million in the aggregate. Effective July 1, 2019, NLC renewed its catastrophic excess of loss reinsurance coverage for a one-year period. Changes from the coverages described above were limited to the reinsurance in excess of $8 million now being comprised of the following three layers of protection: $12 million in excess of $8 million retention and/or loss; $25 million in excess of $20 million loss; and $50 million in excess of $45 million loss. Effective January 1, 2019, NLC renewed its underlying excess of loss contract that provides $10 million aggregate coverage in excess of NLC’s per event retention of $1 million and aggregate retention of $15 million for sub-catastrophic events. As of January 1, 2019, NLC retains 37.5% participation in this coverage, up from 17.5 % participation during 2018. |
Segment and Related Information
Segment and Related Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment and Related Information | |
Segment and Related Information | 23. Segment and Related Information The Company currently has four reportable business segments that are organized primarily by the core products offered to the segments’ respective customers. These segments reflect the manner in which operations are managed and the criteria used by the chief operating decision maker, the Company’s President and Chief Executive Officer, to evaluate segment performance, develop strategy and allocate resources. The banking segment includes the operations of the Bank, and since August 1, 2018, the operations acquired in the BORO Acquisition. The broker-dealer segment includes the operations of Securities Holdings, the mortgage origination segment is composed of PrimeLending and the insurance segment is composed of NLC. Corporate includes certain activities not allocated to specific business segments. These activities include holding company financing and investing activities, merchant banking investment opportunities and management and administrative services to support the overall operations of the Company. Balance sheet amounts not discussed previously and the elimination of intercompany transactions are included in “All Other and Eliminations.” The following tables present certain information about reportable business segment revenues, operating results, goodwill and assets (in thousands). Mortgage All Other and Hilltop Three Months Ended June 30, 2019 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 93,423 $ 11,410 $ (1,031) $ 592 $ (1,331) $ 4,813 $ 107,876 Provision (recovery) for loan losses (670) (2) — — — — (672) Noninterest income 10,742 105,559 164,548 36,151 665 (4,794) 312,871 Noninterest expense 58,251 94,870 141,721 39,589 9,274 (28) 343,677 Income (loss) before income taxes $ 46,584 $ 22,101 $ 21,796 $ (2,846) $ (9,940) $ 47 $ 77,742 Mortgage All Other and Hilltop Six Months Ended June 30, 2019 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 186,113 $ 24,260 $ (1,499) $ 1,236 $ (2,661) $ 9,358 $ 216,807 Provision (recovery) for loan losses 355 (76) — — — — 279 Noninterest income 21,362 196,865 282,580 72,643 1,390 (9,501) 565,339 Noninterest expense 118,977 182,677 256,398 69,926 24,836 (52) 652,762 Income (loss) before income taxes $ 88,143 $ 38,524 $ 24,683 $ 3,953 $ (26,107) $ (91) $ 129,105 Mortgage All Other and Hilltop Three Months Ended June 30, 2018 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 87,958 $ 12,890 $ 704 $ 793 $ (2,482) $ 4,985 $ 104,848 Provision for loan losses — 340 — — — — 340 Noninterest income 10,644 73,589 162,759 36,546 1,436 (5,540) 279,434 Noninterest expense 65,542 77,967 150,026 39,712 5,340 (70) 338,517 Income (loss) before income taxes $ 33,060 $ 8,172 $ 13,437 $ (2,373) $ (6,386) $ (485) $ 45,425 Mortgage All Other and Hilltop Six Months Ended June 30, 2018 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 174,596 $ 25,441 $ 1,645 $ 1,580 $ (4,573) $ 9,579 $ 208,268 Provision (recovery) for loan losses (1,531) 64 — — — — (1,467) Noninterest income 20,823 142,135 289,862 71,564 724 (10,531) 514,577 Noninterest expense 124,913 155,743 280,729 70,725 14,743 (134) 646,719 Income (loss) before income taxes $ 72,037 $ 11,769 $ 10,778 $ 2,419 $ (18,592) $ (818) $ 77,593 Mortgage All Other and Hilltop Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated June 30, 2019 Goodwill $ 247,368 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 291,435 Total assets $ 10,411,934 $ 3,345,345 $ 1,876,091 $ 252,848 $ 2,333,835 $ (3,954,183) $ 14,265,870 December 31, 2018 Goodwill $ 247,368 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 291,435 Total assets $ 10,004,971 $ 3,213,115 $ 1,627,134 $ 253,513 $ 2,243,182 $ (3,658,343) $ 13,683,572 |
Earnings per Common Share
Earnings per Common Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings per Common Share | |
Earnings per Common Share | 24. Earnings per Common Share Net earnings, less any preferred dividends accumulated for the period (whether or not declared), is allocated between the common stock and participating securities pursuant to the two-class method, if applicable. Basic earnings per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested restricted shares. The Company calculated basic earnings per common share using the treasury method instead of the two-class method since there were no instruments which qualified as participating securities during the three or six months ended June 30, 2019 or 2018. Diluted earnings per common share is computed in a similar manner, except that first the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares, excluding the participating securities, were issued using the treasury stock method. During the three and six months ended June 30, 2019 and 2018, RSUs were the only potentially dilutive non-participating instruments issued by Hilltop. Next, the Company determines and includes in the diluted earnings per common share calculation the more dilutive effect of the participating securities using the treasury stock method or the two-class method. Undistributed losses are not allocated to the nonvested share-based payment awards (the participating securities) under the two-class method as the holders are not contractually obligated to share in the losses of the Company. The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Basic earnings per share: Net earnings available to Hilltop common stockholders $ 57,811 $ 33,080 $ 96,597 $ 57,521 Weighted average shares outstanding - basic 93,399 95,270 93,533 95,625 Basic earnings per common share $ 0.62 $ 0.35 $ 1.03 $ 0.60 Diluted earnings per share: Income attributable to Hilltop $ 57,811 $ 33,080 $ 96,597 $ 57,521 Weighted average shares outstanding - basic 93,399 95,270 93,533 95,625 Effect of potentially dilutive securities 19 88 1 102 Weighted average shares outstanding - diluted 93,418 95,358 93,534 95,727 Diluted earnings per common share $ 0.62 $ 0.35 $ 1.03 $ 0.60 |
Schedule I - Insurance Incurred
Schedule I - Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance | 6 Months Ended |
Jun. 30, 2019 | |
Schedule Of Insurance Incurred And Cumulative Paid Losses And Allocated Loss Adjustment Expenses, Net Of Reinsurance | |
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance | SCHEDULE I – Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance (dollars in thousands) Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance June 30, 2019 Total of Incurred But Not Reported Reserves Plus Cumulative Development Number of Accident June 30, 2019 On Reported Reported Year 2016 2017 2018 2019 Claims Claims 2016 $ 84,771 $ 85,189 $ 84,076 $ 83,961 $ 295 20,092 2017 87,899 88,025 87,737 538 20,656 2018 75,217 74,593 2,992 15,164 2019 37,898 5,382 7,757 $ 284,189 Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance Accident June 30, 2019 Year 2016 2017 2018 2019 2016 $ 71,543 $ 81,682 $ 83,169 $ 83,452 2017 77,675 86,319 86,913 2018 61,922 69,260 2019 24,716 Total $ 264,341 All outstanding reserves prior to 2016, net of reinsurance 341 Reserve for unpaid losses and allocated loss adjustment expenses, net of reinsurance $ 20,189 |
Summary of Significant Accoun_2
Summary of Significant Accounting and Reporting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting and Reporting Policies | |
Nature of Operations | 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. |
Basis of Presentation | 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, 2018 (“2018 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, 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, 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”). 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 (“VIE”) 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 Hilltop Securities 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 Hilltop Securities 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”). In addition, Hilltop owns 100% of the membership interest in each of HTH Hillcrest Project LLC (“HTH Project LLC”) and Hilltop Investments I, LLC. Hilltop Investments I, LLC owns 50 % of the membership interest in HTH Diamond Hillcrest Land LLC (“Hillcrest Land LLC”) which is consolidated under the aforementioned VIE Subsections of the ASC. These entities are related to the Hilltop Plaza investment discussed in detail in Note 13 to the consolidated financial statements and are collectively referred to as the “Hilltop Plaza Entities.” 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. As previously disclosed, the quarterly report on Form 10-Q for the period ended June 30, 2018, filed with the SEC on July 26, 2018, incorrectly included the change in assets segregated for regulatory purposes in the operating section of the statements of cash flows. Previously disclosed net changes in assets segregated for regulatory purposes of $58.2 million for the six months ended June 30, 2018, should have been excluded from the cash flows from operating activities and the beginning-of-period and end-of-period balances of assets segregated for regulatory purposes are included in total cash, cash equivalents and restricted cash in accordance with Accounting Standards Update (“ASU”) 2016-18. Accordingly, net cash used in operating activities for the six months ended June 30, 2018, originally reported as $(261.2) million, is $(319.4) million. 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 2018 Form 10-K. As a result of the adoption of ASU 2016-02 and related amendments and technical corrections (collectively, the “Leasing Standard”), the Company has included a new significant accounting policy related to lease accounting as summarized below. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases with a term of greater than one year are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in premises and equipment and other liabilities on the Company’s consolidated balance sheets. The Company has lease agreements with lease and nonlease components, which are generally accounted for as a single lease component. Leases of low-value assets are assessed on a lease-by-lease basis to determine the need for balance sheet capitalization. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of lease payments. No significant judgments or assumptions were involved in developing the estimated operating lease liabilities as the Company’s operating lease liabilities largely represent the future rental expenses associated with operating leases, and the incremental borrowing rates are based on publicly available interest rates. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis, and the ROU assets and lease liabilities are adjusted when it is reasonably certain that an option will be exercised. Rental expense for lease payments is recognized on a straight-line basis over the lease term and is included in occupancy and equipment, net within our consolidated statements of operations. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Acquisition | |
Summary of fair values of the identifiable assets acquired, and liabilities assumed | The resulting fair values of the identifiable assets acquired and liabilities assumed from BORO at August 1, 2018 are summarized in the following table (in thousands). Cash and due from banks $ 21,756 Securities 60,477 Loans held for investment 326,618 Other assets 25,912 Total identifiable assets acquired 434,763 Deposits 376,393 Short-term borrowings 10,000 Other liabilities 2,996 Total liabilities assumed 389,389 Net identifiable assets acquired 45,374 Goodwill resulting from the acquisition 39,627 Net assets acquired $ 85,001 |
Schedule of loans acquired in business combination | The following table presents details on acquired loans at the acquisition date (in thousands). Loans, excluding PCI Total Loans Held PCI Loans Loans for Investment Commercial real estate $ 119,188 $ 5,350 $ 124,538 1 - 4 family residential 55,487 39 55,526 Construction and land development 37,134 — 37,134 Commercial and industrial 98,259 2,127 100,386 Consumer 9,021 13 9,034 Total $ 319,089 $ 7,529 $ 326,618 |
Schedule of PCI Loans at acquisition | The following table presents information about the PCI loans at acquisition (in thousands). Contractually required principal and interest payments $ 10,730 Nonaccretable difference 2,859 Cash flows expected to be collected 7,871 Accretable difference 342 Fair value of loans acquired with a deterioration of credit quality $ 7,529 |
Schedule of acquired loans without credit impairment | The following table presents information about the acquired loans without credit impairment at acquisition (in thousands). Contractually required principal and interest payments $ 381,551 Contractual cash flows not expected to be collected 15,286 Fair value at acquisition 319,089 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements | |
Schedule of information regarding financial assets and liabilities measured at fair value on a recurring basis | The following tables present information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands). Level 1 Level 2 Level 3 Total June 30, 2019 Inputs Inputs Inputs Fair Value Trading securities $ 5,204 $ 596,320 $ — $ 601,524 Available for sale securities — 1,009,924 — 1,009,924 Equity securities 19,592 — — 19,592 Loans held for sale — 1,418,277 56,799 1,475,076 Derivative assets — 72,783 — 72,783 MSR asset — — 53,695 53,695 Securities sold, not yet purchased 14,897 30,550 — 45,447 Derivative liabilities — 38,939 — 38,939 Level 1 Level 2 Level 3 Total December 31, 2018 Inputs Inputs Inputs Fair Value Trading securities $ 7,947 $ 737,519 $ — $ 745,466 Available for sale securities — 875,658 — 875,658 Equity securities 19,679 — — 19,679 Loans held for sale — 1,207,311 50,464 1,257,775 Derivative assets — 35,010 — 35,010 MSR asset — — 66,102 66,102 Securities sold, not yet purchased 33,000 48,667 — 81,667 Derivative liabilities — 26,355 — 26,355 |
Rollforward for financial instruments measured at fair value using Level 3 inputs | The following tables include a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands). Total Gains or Losses (Realized or Unrealized) Balance at Included in Other Beginning of Purchases/ Sales/ Transfers to Included in Comprehensive Balance at Period Additions Reductions (from) Level 3 Net Income Income (Loss) End of Period Three months ended June 30, 2019 Loans held for sale $ 57,844 $ 14,053 $ (11,108) $ (612) $ (3,378) $ — $ 56,799 MSR asset 62,049 2,547 — — (10,901) — 53,695 Total $ 119,893 $ 16,600 $ (11,108) $ (612) $ (14,279) $ — $ 110,494 Six months ended June 30, 2019 Loans held for sale $ 50,464 $ 29,480 $ (18,084) $ 425 $ (5,486) $ — $ 56,799 MSR asset 66,102 4,408 — — (16,815) — 53,695 Total $ 116,566 $ 33,888 $ (18,084) $ 425 $ (22,301) $ — $ 110,494 Three months ended June 30, 2018 Loans held for sale $ 43,483 $ 8,071 $ (8,538) — $ (2,235) $ — $ 40,781 MSR asset 63,957 3,068 (9,303) — (349) — 57,373 Total $ 107,440 $ 11,139 $ (17,841) $ — $ (2,584) $ — $ 98,154 Six months ended June 30, 2018 Loans held for sale $ 36,972 $ 20,550 $ (12,513) — $ (4,228) $ — $ 40,781 MSR asset 54,714 9,729 (9,303) — 2,233 — 57,373 Total $ 91,686 $ 30,279 $ (21,816) $ — $ (1,995) $ — $ 98,154 |
Schedule of significant unobservable inputs used in the fair value measurements | Range (Weighted-Average) June 30, December 31, Financial instrument Valuation Technique Unobservable Inputs 2019 2018 Loans Discounted Projected price 89 - 96 % ( 95 %) 95 - 96 % ( 95 %) MSR asset Discounted cash flows Constant prepayment rate 13.67 % 10.51 % Discount rate 11.12 % 11.11 % |
Schedule of changes in fair value for instruments reported at fair value under the Fair Value Option | The following table presents those changes in fair value of instruments recognized in the consolidated statements of operations that are accounted for under the Fair Value Option (in thousands). Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ 17,179 $ — $ 17,179 $ 22,604 $ — $ 22,604 MSR asset (10,901) — (10,901) (349) — (349) Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 Other Total Other Total Net Noninterest Changes in Net Noninterest Changes in Gains (Losses) Income Fair Value Gains (Losses) Income Fair Value Loans held for sale $ 3,855 $ — $ 3,855 $ 7,724 $ — $ 7,724 MSR asset (16,815) — (16,815) 2,233 — 2,233 |
Schedule of significant unobservable inputs weighted average rates on Impaired Loans | Estimates for these significant unobservable inputs and the resulting weighted average expected loss on PCI loans were as follows. PCI Loans PlainsCapital FNB SWS BORO June 30, 2019 Merger Transaction Merger Acquisition Weighted average default rate 84 % 30 % 71 % 59 % Weighted average loss severity rate 59 % 12 % 28 % 43 % Weighted average prepayment speed 0 % 6 % 0 % 0 % Resulting weighted average expected loss on PCI loans 49 % 4 % 20 % 25 % PCI Loans PlainsCapital FNB SWS BORO December 31, 2018 Merger Transaction Merger Acquisition Weighted average default rate 81 % 34 % 71 % 63 % Weighted average loss severity rate 59 % 12 % 28 % 42 % Weighted average prepayment speed 0 % 6 % 0 % 0 % Resulting weighted average expected loss on PCI loans 48 % 4 % 20 % 26 % |
Schedule of information regarding certain assets and liabilities measured at fair value on a non-recurring basis for which a change in fair value has been recorded during reporting periods subsequent to initial recognition | The following table presents information regarding certain assets and liabilities measured at fair value on a non-recurring basis for which a change in fair value has been recorded during reporting periods subsequent to initial recognition (in thousands). Total Gains (Losses) for the Total Gains (Losses) for the Level 1 Level 2 Level 3 Total Three Months Ended June 30, Six Months Ended June 30, June 30, 2019 Inputs Inputs Inputs Fair Value 2019 2018 2019 2018 Impaired loans held for investment $ — $ — $ 65,660 $ 65,660 $ (1,295) $ (602) $ (1,195) $ (725) Other real estate owned — 12,885 — 12,885 (119) (694) (613) (1,800) |
Schedule of carrying values and estimated fair values of financial instruments | The following tables present the carrying values and estimated fair values of financial instruments not measured at fair value on either a recurring or non-recurring basis (in thousands). Estimated Fair Value Carrying Level 1 Level 2 Level 3 June 30, 2019 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 342,522 $ 342,522 $ — $ — $ 342,522 Assets segregated for regulatory purposes 151,271 151,271 — — 151,271 Securities purchased under agreements to resell 50,660 — 50,660 — 50,660 Held to maturity securities 365,905 — 368,546 — 368,546 Loans held for sale 134,401 — 134,401 — 134,401 Loans held for investment, net 7,147,427 — 570,377 6,818,592 7,388,969 Broker-dealer and clearing organization receivables 1,707,249 — 1,707,249 — 1,707,249 Other assets 71,833 — 70,724 1,109 71,833 Financial liabilities: Deposits 8,463,079 — 8,464,697 — 8,464,697 Broker-dealer and clearing organization payables 1,531,891 — 1,531,891 — 1,531,891 Short-term borrowings 1,338,893 — 1,338,893 — 1,338,893 Debt 298,935 — 296,724 — 296,724 Other liabilities 5,640 — 5,640 — 5,640 Estimated Fair Value Carrying Level 1 Level 2 Level 3 December 31, 2018 Amount Inputs Inputs Inputs Total Financial assets: Cash and cash equivalents $ 644,473 $ 644,473 $ — $ — $ 644,473 Assets segregated for regulatory purposes 133,993 133,993 — — 133,993 Securities purchased under agreements to resell 61,611 — 61,611 — 61,611 Held to maturity securities 351,012 — 341,124 — 341,124 Loans held for sale 135,471 — 135,471 — 135,471 Loans held for investment, net 6,870,972 — 578,363 6,445,810 7,024,173 Broker-dealer and clearing organization receivables 1,440,287 — 1,440,287 — 1,440,287 Other assets 69,720 — 68,573 1,147 69,720 Financial liabilities: Deposits 8,536,156 — 8,528,947 — 8,528,947 Broker-dealer and clearing organization payables 1,294,925 — 1,294,925 — 1,294,925 Short-term borrowings 1,065,807 — 1,065,807 — 1,065,807 Debt 295,884 — 293,685 — 293,685 Other liabilities 3,482 — 3,482 — 3,482 |
Schedule of adjustments to the carrying value of these investments | The following table presents the adjustments to the carrying value of these investments during the periods presented (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 20,477 $ 21,906 $ 20,376 $ 22,946 Additional investments — 1,411 — 1,411 Upward adjustments 101 2,836 202 3,108 Impairments and downward adjustments (672) (2) (672) (1,314) Dispositions — — — — Balance, end of period $ 19,906 $ 26,151 $ 19,906 $ 26,151 |
Securities (Tables)
Securities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Securities | |
Summary of trading securities | The fair value of trading securities is summarized as follows (in thousands). June 30, December 31, 2019 2018 U.S. Treasury securities $ 5,203 $ 7,945 U.S. government agencies: Bonds 6,194 1,494 Residential mortgage-backed securities 246,943 309,455 Commercial mortgage-backed securities 2,204 4,239 Collateralized mortgage obligations 149,449 206,813 Corporate debt securities 54,729 59,293 States and political subdivisions 116,202 126,748 Unit investment trusts 15,919 19,913 Private-label securitized product 1,267 5,680 Other 3,414 3,886 Totals $ 601,524 $ 745,466 |
Summary of amortized cost and fair value of available for sale securities | The amortized cost and fair value of available for sale and held to maturity securities are summarized as follows (in thousands). Available for Sale Amortized Unrealized Unrealized June 30, 2019 Cost Gains Losses Fair Value U.S. Treasury securities $ 10,559 $ 197 $ (11) $ 10,745 U.S. government agencies: Bonds 85,311 1,210 (14) 86,507 Residential mortgage-backed securities 467,661 5,925 (1,453) 472,133 Commercial mortgage-backed securities 11,595 540 — 12,135 Collateralized mortgage obligations 333,415 3,061 (2,206) 334,270 Corporate debt securities 47,824 1,710 — 49,534 States and political subdivisions 43,433 1,170 (3) 44,600 Totals $ 999,798 $ 13,813 $ (3,687) $ 1,009,924 Available for Sale Amortized Unrealized Unrealized December 31, 2018 Cost Gains Losses Fair Value U.S. Treasury securities $ 11,552 $ 30 $ (44) $ 11,538 U.S. government agencies: Bonds 85,492 552 (433) 85,611 Residential mortgage-backed securities 391,428 608 (6,962) 385,074 Commercial mortgage-backed securities 11,703 189 (120) 11,772 Collateralized mortgage obligations 281,450 385 (5,436) 276,399 Corporate debt securities 53,614 268 (580) 53,302 States and political subdivisions 51,560 608 (206) 51,962 Totals $ 886,799 $ 2,640 $ (13,781) $ 875,658 |
Summary of amortized cost and fair value of held to maturity securities | Held to Maturity Amortized Unrealized Unrealized June 30, 2019 Cost Gains Losses Fair Value U.S. Treasury securities $ 9,961 $ 19 $ — $ 9,980 U.S. government agencies: Bonds 39,019 — (71) 38,948 Residential mortgage-backed securities 20,031 203 — 20,234 Commercial mortgage-backed securities 113,570 3,170 (98) 116,642 Collateralized mortgage obligations 130,326 300 (1,271) 129,355 States and political subdivisions 52,998 650 (261) 53,387 Totals $ 365,905 $ 4,342 $ (1,701) $ 368,546 Held to Maturity Amortized Unrealized Unrealized December 31, 2018 Cost Gains Losses Fair Value U.S. Treasury securities $ 9,903 $ 3 $ — $ 9,906 U.S. government agencies: Bonds 39,018 — (1,479) 37,539 Residential mortgage-backed securities 21,903 — (263) 21,640 Commercial mortgage-backed securities 87,065 271 (1,462) 85,874 Collateralized mortgage obligations 142,474 — (5,000) 137,474 States and political subdivisions 50,649 91 (2,049) 48,691 Totals $ 351,012 $ 365 $ (10,253) $ 341,124 |
Schedule of information regarding available for sale securities that were in an unrealized loss position | Information regarding available for sale, held to maturity and equity securities that were in an unrealized loss position is shown in the following tables (dollars in thousands). June 30, 2019 December 31, 2018 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Available for Sale U.S. treasury securities: Unrealized loss for less than twelve months 2 $ 2,586 $ 11 1 $ 981 $ 6 Unrealized loss for twelve months or longer — — — 3 3,556 39 2 2,586 11 4 4,537 45 U.S. government agencies: Bonds: Unrealized loss for less than twelve months — — — 3 24,772 5 Unrealized loss for twelve months or longer 1 9,986 14 3 30,472 428 1 9,986 14 6 55,244 433 Residential mortgage-backed securities: Unrealized loss for less than twelve months 2 8,355 7 8 66,791 432 Unrealized loss for twelve months or longer 16 106,815 1,445 27 194,228 6,530 18 115,170 1,452 35 261,019 6,962 Commercial mortgage-backed securities: Unrealized loss for less than twelve months — — — — — — Unrealized loss for twelve months or longer — — — 1 4,953 120 — — — 1 4,953 120 Collateralized mortgage obligations: Unrealized loss for less than twelve months 9 55,481 153 11 44,394 498 Unrealized loss for twelve months or longer 24 106,528 2,054 28 140,483 4,938 33 162,009 2,207 39 184,877 5,436 Corporate debt securities: Unrealized loss for less than twelve months — 3,009 — 8 16,256 282 Unrealized loss for twelve months or longer — 2,407 — 8 15,665 297 — 5,416 — 16 31,921 579 States and political subdivisions: Unrealized loss for less than twelve months 1 822 — 29 8,590 27 Unrealized loss for twelve months or longer 3 1,223 3 18 9,029 179 4 2,045 3 47 17,619 206 Total available for sale: Unrealized loss for less than twelve months 14 70,253 171 60 161,784 1,250 Unrealized loss for twelve months or longer 44 226,959 3,516 88 398,386 12,531 58 $ 297,212 $ 3,687 148 $ 560,170 $ 13,781 |
Schedule of information regarding held to maturity securities that were in an unrealized loss position | June 30, 2019 December 31, 2018 Number of Unrealized Number of Unrealized Securities Fair Value Losses Securities Fair Value Losses Held to Maturity U.S. government agencies: Bonds: Unrealized loss for less than twelve months — $ — $ — — $ — $ — Unrealized loss for twelve months or longer 2 29,248 71 4 37,539 1,479 2 29,248 71 4 37,539 1,479 Residential mortgage-backed securities: Unrealized loss for less than twelve months — — — 1 8,411 89 Unrealized loss for twelve months or longer — — — 3 13,229 174 — — — 4 21,640 263 Commercial mortgage-backed securities: Unrealized loss for less than twelve months 1 1,601 17 1 4,973 27 Unrealized loss for twelve months or longer 2 12,551 81 13 59,670 1,435 3 14,152 98 14 64,643 1,462 Collateralized mortgage obligations: Unrealized loss for less than twelve months — — — 1 2,051 26 Unrealized loss for twelve months or longer 15 95,659 1,271 24 135,423 4,974 15 95,659 1,271 25 137,474 5,000 States and political subdivisions: Unrealized loss for less than twelve months — — — 9 6,431 56 Unrealized loss for twelve months or longer 41 19,683 261 86 32,909 1,993 41 19,683 261 95 39,340 2,049 Total held to maturity: Unrealized loss for less than twelve months 1 1,601 17 12 21,866 198 Unrealized loss for twelve months or longer 60 157,141 1,684 130 278,770 10,055 61 $ 158,742 $ 1,701 142 $ 300,636 $ 10,253 |
Schedule of amortized cost and fair value of securities, excluding trading and equity available for sale securities, by contractual maturity | The amortized cost and fair value of securities, excluding trading and equity securities, at June 30, 2019 are shown by contractual maturity below (in thousands). Available for Sale Held to Maturity Amortized Amortized Cost Fair Value Cost Fair Value Due in one year or less $ 39,783 $ 39,797 $ 11,356 $ 11,376 Due after one year through five years 88,357 90,942 26,042 26,055 Due after five years through ten years 39,142 40,024 5,392 5,414 Due after ten years 19,845 20,623 59,188 59,470 187,127 191,386 101,978 102,315 Residential mortgage-backed securities 467,661 472,133 20,031 20,234 Collateralized mortgage obligations 333,415 334,270 130,326 129,355 Commercial mortgage-backed securities 11,595 12,135 113,570 116,642 $ 999,798 $ 1,009,924 $ 365,905 $ 368,546 |
Loans Held for Investment and_2
Loans Held for Investment and Allowance for Loan Losses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Loans Held for Investment and Allowance for Loan Losses | |
Summary of non-covered loans by portfolio segment | June 30, December 31, 2019 2018 Commercial real estate $ 2,937,243 $ 2,940,120 Commercial and industrial 1,448,221 1,508,451 Construction and land development 950,628 932,909 1-4 family residential 696,535 679,263 Mortgage warehouse 555,327 243,806 Consumer 44,273 47,546 Broker-dealer (1) 570,377 578,363 7,202,604 6,930,458 Allowance for loan losses (55,177) (59,486) Total loans held for investment, net of allowance $ 7,147,427 $ 6,870,972 (1) Primarily represents margin loans to customers and correspondents associated with broker-dealer segment operations. |
Schedule of carrying values and the outstanding balances of the PCI loans | June 30, December 31, 2019 2018 Carrying amount $ 86,200 $ 93,072 Outstanding balance 155,749 172,808 |
Schedule of changes in the accretable yield for the PCI loans | Changes in the accretable yield for PCI loans were as follows (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 72,172 $ 93,686 $ 80,693 $ 98,846 Reclassifications from nonaccretable difference, net (1) 4,909 3,136 5,443 10,265 Disposals of loans (337) — (703) (98) Accretion (7,439) (9,514) (16,128) (21,514) Transfer of loans to OREO (2) — (656) — (847) Balance, end of period $ 69,305 $ 86,652 $ 69,305 $ 86,652 (1) Reclassifications from nonaccretable difference are primarily due to net increases in expected cash flows in the quarterly recasts. Reclassifications to nonaccretable difference occur when accruing loans are moved to non-accrual and expected cash flows are no longer predictable and the accretable yield is eliminated. (2) Transfer of loans to OREO is the difference between the value removed from the pool and the expected cash flows for the loan. |
Summary of impaired loans by class | Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related June 30, 2019 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial real estate: Non-owner occupied $ 35,163 $ 5,416 $ 7,332 $ 12,748 $ 1,331 Owner occupied 28,977 6,965 5,636 12,601 639 Commercial and industrial 25,825 4,767 1,141 5,908 29 Construction and land development 7,791 44 23 67 3 1-4 family residential 96,746 1,623 53,249 54,872 1,987 Mortgage warehouse — — — — — Consumer 1,895 4 — 4 — Broker-dealer — — — — — 196,397 18,819 67,381 86,200 3,989 Non-PCI Commercial real estate: Non-owner occupied 206 199 — 199 — Owner occupied 5,106 3,943 — 3,943 — Commercial and industrial 26,210 9,950 2,245 12,195 838 Construction and land development 1,536 919 492 1,411 12 1-4 family residential 10,460 7,625 — 7,625 — Mortgage warehouse — — — — — Consumer 144 34 — 34 — Broker-dealer — — — — — 43,662 22,670 2,737 25,407 850 $ 240,059 $ 41,489 $ 70,118 $ 111,607 $ 4,839 Unpaid Recorded Recorded Total Contractual Investment with Investment with Recorded Related December 31, 2018 Principal Balance No Allowance Allowance Investment Allowance PCI Commercial real estate: Non-owner occupied $ 42,668 $ 5,549 $ 7,540 $ 13,089 $ 1,125 Owner occupied 36,246 11,657 2,967 14,624 304 Commercial and industrial 27,403 5,491 1,068 6,559 72 Construction and land development 10,992 74 390 464 92 1-4 family residential 106,503 646 57,681 58,327 1,299 Mortgage warehouse — — — — — Consumer 2,185 9 — 9 — Broker-dealer — — — — — 225,997 23,426 69,646 93,072 2,892 Non-PCI Commercial real estate: Non-owner occupied — — — — — Owner occupied 5,231 4,098 — 4,098 — Commercial and industrial 22,277 9,891 1,740 11,631 721 Construction and land development 3,430 2,711 535 3,246 31 1-4 family residential 8,695 6,922 — 6,922 — Mortgage warehouse — — — — — Consumer 149 42 — 42 — Broker-dealer — — — — — 39,782 23,664 2,275 25,939 752 $ 265,779 $ 47,090 $ 71,921 $ 119,011 $ 3,644 |
Summary of average investment in impaired loans by class | Average recorded investment in impaired loans is summarized by class in the following table (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Commercial real estate: Non-owner occupied $ 13,097 $ 30,245 $ 13,018 $ 31,998 Owner occupied 17,380 4,973 17,633 7,887 Commercial and industrial 17,284 24,056 18,147 24,206 Construction and land development 1,619 1,673 2,594 1,768 1-4 family residential 63,279 — 63,873 — Mortgage warehouse — — — — Consumer 41 54 45 116 Broker-dealer — — — — Covered — 83,471 — 86,763 $ 112,700 $ 144,472 $ 115,310 $ 152,738 |
Summary of non-accrual loans by class | Non-accrual loans, excluding those classified as held for sale, are summarized by class in the following table (in thousands). June 30, December 31, 2019 2018 Commercial real estate: Non-owner occupied $ 1,333 $ 1,226 Owner occupied 3,943 4,098 Commercial and industrial 14,152 14,870 Construction and land development 1,413 3,278 1-4 family residential 7,700 7,026 Mortgage warehouse — — Consumer 34 41 Broker-dealer — — $ 28,575 $ 30,539 |
Schedule of information regarding TDRs granted | Information regarding TDRs granted during the three and six months ended June 30, 2019, is shown in the following table (dollars in thousands). There were no TDRs granted during the three or six months ended June 30, 2018. At June 30, 2019 and December 31, 2018, the Bank had nominal unadvanced commitments to borrowers whose loans have been restructured in TDRs. Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Number of Balance at Balance at Number of Balance at Balance at Loans Extension End of Period Loans Extension End of Period Commercial real estate: Non-owner occupied — $ — $ — — $ — $ — Owner occupied — — — — — — Commercial and industrial 3 7,993 7,973 3 7,973 7,973 Construction and land development — — — — — — 1-4 family residential — — — — — — Mortgage warehouse — — — — — — Consumer — — — — — — Broker-dealer — — — — — — Covered — — — — — — 3 $ 7,993 $ 7,973 3 $ 7,973 $ 7,973 There were no TDRs granted during the twelve months preceding June 30, 2019 for which a payment was at least 30 days past due. The following table presents information regarding TDRs granted during the twelve months preceding June 30, 2018, for which a payment was at least 30 days past due (dollars in thousands). Twelve Months Preceding June 30, 2018 Number of Balance at Balance at Loans Extension End of Period Commercial real estate: Non-owner occupied — $ — $ — Owner occupied 1 3,294 3,206 Commercial and industrial — — — Construction and land development — — — 1-4 family residential — — — Mortgage warehouse — — — Consumer — — — Broker-dealer — — — Covered — — — 1 $ 3,294 $ 3,206 |
Schedule of analysis of the aging of the entity's loan portfolio | An analysis of the aging of the Company’s loan portfolio is shown in the following tables (in thousands). Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due June 30, 2019 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 811 $ 130 $ 199 $ 1,140 $ 1,653,557 $ 12,748 $ 1,667,445 $ — Owner occupied 1,526 — 2,527 4,053 1,253,144 12,601 1,269,798 — Commercial and industrial 3,604 5,257 1,055 9,916 1,432,397 5,908 1,448,221 10 Construction and land development 2,719 839 — 3,558 947,003 67 950,628 — 1-4 family residential 4,444 1,257 2,856 8,557 633,106 54,872 696,535 — Mortgage warehouse — 39 — 39 555,288 — 555,327 — Consumer 188 — — 188 44,081 4 44,273 — Broker-dealer — — — — 570,377 — 570,377 — $ 13,292 $ 7,522 $ 6,637 $ 27,451 $ 7,088,953 $ 86,200 $ 7,202,604 $ 10 Accruing Loans Loans Past Due Loans Past Due Loans Past Due Total Current PCI Total Past Due December 31, 2018 30-59 Days 60-89 Days 90 Days or More Past Due Loans Loans Loans Loans 90 Days or More Commercial real estate: Non-owner occupied $ 1,174 $ 199 $ — $ 1,373 $ 1,708,160 $ 13,089 $ 1,722,622 $ — Owner occupied 1,364 — 4,173 5,537 1,197,337 14,624 1,217,498 75 Commercial and industrial 1,792 1,049 11,051 13,892 1,488,000 6,559 1,508,451 3 Construction and land development 3,549 — — 3,549 928,896 464 932,909 — 1-4 family residential 5,987 2,484 1,950 10,421 610,515 58,327 679,263 — Mortgage warehouse — — — 0 243,806 — 243,806 — Consumer 254 147 — 401 47,136 9 47,546 — Broker-dealer — — — — 578,363 — 578,363 — $ 14,120 $ 3,879 $ 17,174 $ 35,173 $ 6,802,213 $ 93,072 $ 6,930,458 $ 78 |
Schedule of internal risk grades of loans by class | The following tables present the internal risk grades of loans, as previously described, in the portfolio by class (in thousands). June 30, 2019 Pass Special Mention Substandard PCI Total Commercial real estate: Non-owner occupied $ 1,599,634 $ 5,935 $ 49,128 $ 12,748 $ 1,667,445 Owner occupied 1,222,925 — 34,272 12,601 1,269,798 Commercial and industrial 1,383,938 447 57,928 5,908 1,448,221 Construction and land development 948,148 — 2,413 67 950,628 1-4 family residential 623,710 371 17,582 54,872 696,535 Mortgage warehouse 555,327 — — — 555,327 Consumer 44,188 — 81 4 44,273 Broker-dealer 570,377 — — — 570,377 $ 6,948,247 $ 6,753 $ 161,404 $ 86,200 $ 7,202,604 December 31, 2018 Pass Special Mention Substandard PCI Total Commercial real estate: Non-owner occupied $ 1,673,424 $ — $ 36,109 $ 13,089 $ 1,722,622 Owner occupied 1,175,225 2,083 25,566 14,624 1,217,498 Commercial and industrial 1,433,227 15,320 53,345 6,559 1,508,451 Construction and land development 929,130 — 3,315 464 932,909 1-4 family residential 601,264 393 19,279 58,327 679,263 Mortgage warehouse 243,806 — — — 243,806 Consumer 47,416 — 121 9 47,546 Broker-dealer 578,363 — — — 578,363 $ 6,681,855 $ 17,796 $ 137,735 $ 93,072 $ 6,930,458 |
Schedule of changes in the allowance for loan losses by portfolio segment | Changes in the allowance for loan losses, distributed by portfolio segment, are shown below (in thousands). Balance, Provision (Recovery) Loans Recoveries on Balance, Three Months Ended June 30, 2019 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 26,845 $ (1,731) $ — $ — $ 25,114 Commercial and industrial 21,268 1,254 (2,430) 322 20,414 Construction and land development 5,908 (1,512) — — 4,396 1-4 family residential 4,331 1,447 (871) 17 4,924 Mortgage warehouse — — — — — Consumer 409 (128) (10) 12 283 Broker-dealer 48 (2) — — 46 Total $ 58,809 $ (672) $ (3,311) $ 351 $ 55,177 Balance, Provision (Recovery) Loans Recoveries on Balance, Six Months Ended June 30, 2019 Beginning of Period for Loan Losses Charged Off Charged Off loans End of Period Commercial real estate $ 27,100 $ (1,986) $ — $ — $ 25,114 Commercial and industrial 21,980 1,712 (4,248) 970 20,414 Construction and land development 6,061 (1,665) — — 4,396 1-4 family residential 3,956 1,836 (899) 31 4,924 Mortgage warehouse — — — — — Consumer 267 458 (464) 22 283 Broker-dealer 122 (76) — — 46 Total $ 59,486 $ 279 $ (5,611) $ 1,023 $ 55,177 Balance, Provision (Recovery) Loans Recoveries on Balance, Three Months Ended June 30, 2018 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 27,193 $ (1,143) $ (18) $ — $ 26,032 Commercial and industrial 23,269 1,815 (2,233) 666 23,517 Construction and land development 7,449 (178) — — 7,271 1-4 family residential 2,107 376 (6) 75 2,552 Mortgage warehouse — — — — — Consumer 276 (75) (30) 36 207 Broker-dealer 77 340 — — 417 Covered 2,823 (795) (57) 3 1,974 Total $ 63,194 $ 340 $ (2,344) $ 780 $ 61,970 Balance, Provision (Recovery) Loans Recoveries on Balance, Six Months Ended June 30, 2018 Beginning of Period for Loan Losses Charged Off Charged Off Loans End of Period Commercial real estate $ 26,413 $ (363) $ (18) $ — $ 26,032 Commercial and industrial 23,674 119 (3,416) 3,140 23,517 Construction and land development 7,844 (573) — — 7,271 1-4 family residential 2,362 99 (12) 103 2,552 Mortgage warehouse — — — — — Consumer 311 (109) (43) 48 207 Broker-dealer 353 64 — — 417 Covered 2,729 (704) (57) 6 1,974 Total $ 63,686 $ (1,467) $ (3,546) $ 3,297 $ 61,970 |
Schedule of loan portfolio distributed by portfolio segment and impairment methodology | The loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). Loans Individually Loans Collectively Evaluated for Evaluated for PCI June 30, 2019 Impairment Impairment Loans Total Commercial real estate $ 3,559 $ 2,908,335 $ 25,349 $ 2,937,243 Commercial and industrial 11,362 1,430,951 5,908 1,448,221 Construction and land development 1,317 949,244 67 950,628 1-4 family residential 608 641,055 54,872 696,535 Mortgage warehouse — 555,327 — 555,327 Consumer — 44,269 4 44,273 Broker-dealer — 570,377 — 570,377 Total $ 16,846 $ 7,099,558 $ 86,200 $ 7,202,604 Loans Individually Loans Collectively Evaluated for Evaluated for PCI December 31, 2018 Impairment Impairment Loans Total Commercial real estate $ 3,909 $ 2,908,498 $ 27,713 $ 2,940,120 Commercial and industrial 10,741 1,491,151 6,559 1,508,451 Construction and land development 3,241 929,204 464 932,909 1-4 family residential — 620,936 58,327 679,263 Mortgage warehouse — 243,806 — 243,806 Consumer — 47,537 9 47,546 Broker-dealer — 578,363 — 578,363 Total $ 17,891 $ 6,819,495 $ 93,072 $ 6,930,458 |
Schedule of allowance for loan losses distributed by portfolio segment and impairment methodology | The allowance for loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). Loans Individually Loans Collectively Evaluated for Evaluated for PCI June 30, 2019 Impairment Impairment Loans Total Commercial real estate $ — $ 23,144 $ 1,970 $ 25,114 Commercial and industrial 838 19,547 29 20,414 Construction and land development 12 4,381 3 4,396 1-4 family residential — 2,937 1,987 4,924 Mortgage warehouse — — — — Consumer — 283 — 283 Broker-dealer — 46 — 46 Total $ 850 $ 50,338 $ 3,989 $ 55,177 Loans Individually Loans Collectively Evaluated for Evaluated for PCI December 31, 2018 Impairment Impairment Loans Total Commercial real estate $ — $ 25,671 $ 1,429 $ 27,100 Commercial and industrial 721 21,187 72 21,980 Construction and land development 31 5,938 92 6,061 1-4 family residential — 2,657 1,299 3,956 Mortgage warehouse — — — — Consumer — 267 — 267 Broker-dealer — 122 — 122 Total $ 752 $ 55,842 $ 2,892 $ 59,486 |
Mortgage Servicing Rights (Tabl
Mortgage Servicing Rights (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Mortgage Servicing Rights | |
Schedule of change in fair value of the Company's MSR, as included in other assets within the consolidated balance sheets | The following tables present the changes in fair value of the Company’s MSR asset, as included in other assets within the consolidated balance sheets, and other information related to the serviced portfolio (dollars in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 62,049 $ 63,957 $ 66,102 $ 54,714 Additions 2,547 3,068 4,408 9,729 Sales — (9,303) — (9,303) Changes in fair value: Due to changes in model inputs or assumptions (1) (8,739) 1,032 (13,772) 4,673 Due to customer payoffs (2,162) (1,381) (3,043) (2,440) Balance, end of period $ 53,695 $ 57,373 $ 53,695 $ 57,373 June 30, December 31, 2019 2018 Mortgage loans serviced for others $ 5,027,953 $ 5,086,461 MSR asset as a percentage of serviced mortgage loans 1.07 % 1.30 % (1) Primarily represents normal customer payments, changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates and the refinement of other MSR model assumptions. |
Schedule of key assumptions used in measuring the fair value of the Company's MSR | June 30, December 31, 2019 2018 Weighted average constant prepayment rate 13.67 % 10.51 % Weighted average discount rate 11.12 % 11.11 % Weighted average life (in years) 5.8 7.1 |
Schedule of sensitivity analysis of fair value of the Company's MSR to certain key assumptions | A sensitivity analysis of the fair value of the Company’s MSR asset to certain key assumptions is presented in the following table (in thousands). June 30, December 31, 2019 2018 Constant prepayment rate: Impact of 10% adverse change $ (3,097) $ (2,512) Impact of 20% adverse change (5,977) (4,980) Discount rate: Impact of 10% adverse change (1,988) (2,677) Impact of 20% adverse change (3,826) (5,139) |
Deposits (Tables)
Deposits (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Deposits | |
Summary of deposits | Deposits are summarized as follows (in thousands). June 30, December 31, 2019 2018 Noninterest-bearing demand $ 2,598,253 $ 2,560,750 Interest-bearing: NOW accounts 1,495,785 1,358,196 Money market 2,428,191 2,725,541 Brokered - money market 5,000 5,000 Demand 325,105 393,685 Savings 180,747 184,700 Time 1,429,998 1,308,284 $ 8,463,079 $ 8,536,156 |
Short-term Borrowings (Tables)
Short-term Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Short-term borrowings | |
Schedule of short-term borrowings | Short-term borrowings are summarized as follows (in thousands). June 30, December 31, 2019 2018 Federal funds purchased $ 124,050 $ 100,100 Securities sold under agreements to repurchase 508,843 576,707 Federal Home Loan Bank 475,000 200,000 Short-term bank loans 231,000 189,000 $ 1,338,893 $ 1,065,807 |
Federal Funds Purchased and Securities Sold under Agreements to Repurchase | |
Short-term borrowings | |
Schedule of short-term borrowings | Information concerning federal funds purchased and securities sold under agreements to repurchase is shown in the following tables (dollars in thousands). Six Months Ended June 30, 2019 2018 Average balance during the period $ 621,268 $ 721,167 Average interest rate during the period 2.54 % 1.63 % June 30, December 31, 2019 2018 Average interest rate at end of period 2.57 % 2.43 % Securities underlying the agreements at end of period: Carrying value $ 516,067 $ 587,609 Estimated fair value $ 554,160 $ 618,231 |
FHLB notes | |
Short-term borrowings | |
Schedule of short-term borrowings | Other information regarding FHLB short-term borrowings is shown in the following tables (dollars in thousands). Six Months Ended June 30, 2019 2018 Average balance during the period $ 159,945 $ 117,956 Average interest rate during the period 2.47 % 1.91 % June 30, December 31, 2019 2018 Average interest rate at end of period 2.32 % 2.65 % |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Payable | |
Schedule of notes payable | Notes payable consisted of the following (in thousands). June 30, December 31, 2019 2018 Senior Notes due April 2025, net of discount of $1,313 and $1,393, respectively $ 148,687 $ 148,607 FHLB notes, including premium of $179 and $222, respectively, with maturities ranging from September 2020 to June 2030 4,037 4,391 NLIC note payable due May 2033 10,000 10,000 NLIC note payable due September 2033 10,000 10,000 ASIC note payable due April 2034 7,500 7,500 Ventures Management lines of credit due May 2020 51,699 48,374 $ 231,923 $ 228,872 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Schedule of supplemental balance sheet information | Supplemental balance sheet information related to finance leases is as follows (in thousands). June 30, 2019 Finance leases: Premises and equipment $ 7,780 Accumulated depreciation (3,883) Premises and equipment, net $ 3,897 |
Schedule of components of lease costs | Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Operating lease cost $ 10,599 $ 21,130 Less operating lease and sublease income (663) (1,050) Net operating lease cost $ 9,936 $ 20,080 Finance lease cost: Amortization of lease assets $ 147 $ 295 Interest on lease liabilities 150 302 Total finance lease cost $ 297 $ 597 |
Schedule of supplemental cash flow information | Supplemental cash flow information related to leases is as follows (in thousands): Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,810 Operating cash flows from finance leases 302 Financing cash flows from finance leases 290 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 24,188 Finance leases — |
Schedule of lease terms and discount rates | Information regarding the lease terms and discount rates of the Company’s leases is as follows. June 30, 2019 Weighted Average Weighted Average Lease Classification Remaining Lease Term (Years) Discount Rate Operating 5.9 5.35 % Finance 7.0 4.78 % |
Future minimum lease payments under the Leasing Standard | Future minimum lease payments under the Leasing Standard as of June 30, 2019, under lease agreements that had commenced as of or subsequent to January 1, 2019, are presented below (in thousands). Operating Leases Finance Leases 2019 $ 18,039 $ 595 2020 32,798 1,197 2021 27,089 1,212 2022 21,209 1,241 2023 17,077 1,280 Thereafter 41,660 3,460 Total minimum lease payments $ 157,872 $ 8,985 Less amount representing interest (25,122) (3,189) Lease liabilities $ 132,750 $ 5,796 |
Future minimum lease payments under ASC 840 | Operating Leases Capital Leases 2019 $ 36,171 $ 1,186 2020 29,109 1,197 2021 21,058 1,212 2022 16,386 1,241 2023 12,361 1,280 Thereafter 18,264 3,460 Total minimum lease payments $ 133,349 9,576 Amount representing interest (1,221) Present value of minimum lease payments $ 8,355 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies | |
Schedule of roll-forward of claims activity for loans put-back to the mortgage origination segment | The following tables provide for a rollforward of claims activity for loans put-back to the mortgage origination segment based upon an alleged breach of a representation or warranty with respect to a loan sold and related indemnification liability reserve activity (in thousands). Representation and Warranty Specific Claims Activity - Origination Loan Balance Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 30,112 $ 32,321 $ 33,784 $ 33,702 Claims made 6,504 5,361 9,686 12,350 Claims resolved with no payment (1,579) (5,892) (7,266) (11,753) Repurchases (1,478) (1,245) (2,645) (3,334) Indemnification payments (485) — (485) (420) Balance, end of period $ 33,074 $ 30,545 $ 33,074 $ 30,545 Indemnification Liability Reserve Activity (1) Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Balance, beginning of period $ 10,721 $ 23,332 $ 10,701 $ 23,472 Additions for new sales 792 1,014 1,281 1,743 Repurchases (127) (85) (209) (245) Early payment defaults (97) (41) (239) (188) Indemnification payments (92) (4) (95) (121) Change in reserves for loans sold in prior years (364) (306) (606) (751) Balance, end of period $ 10,833 $ 23,910 $ 10,833 $ 23,910 June 30, December 31, 2019 2018 Reserve for Indemnification Liability: Specific claims $ 732 $ 676 Incurred but not reported claims 10,101 10,025 Total $ 10,833 $ 10,701 (1) The Reserve for Indemnification Liability at June 30, 2018 reflected $10.2 million of specific claims related to an inquiry by the U.S. Department of Housing and Urban Development (“HUD”) and the U.S. Department of Justice which was resolved in the fourth quarter of 2018. The resolution of this matter is discussed in detail in Note 18 to the consolidated financial statements included in the Company’s 2018 Form 10-K. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Schedule of nonvested RSU activity | The following table summarizes information about nonvested RSU activity for the six months ended June 30, 2019 (shares in thousands). RSUs Weighted Average Grant Date Outstanding Fair Value Balance, December 31, 2018 1,270 $ 22.44 Granted 578 $ 19.18 Vested/Released (456) $ 17.70 Forfeited (28) $ 25.78 Balance, June 30, 2019 1,364 $ 22.58 |
Regulatory Matters (Tables)
Regulatory Matters (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Regulatory Matters | |
Schedule of comparison of the Plain Capital's and Hilltop's consolidated actual capital amounts and ratios to the regulatory minimum requirements and the Bank's regulatory minimum capital requirements and the Bank's regulatory minimum capital requirements needed to qualify as a well-capitalized institution without giving effect to the final Basel III capital rules adopted by the Federal Reserve Board | The following tables show PlainsCapital’s and Hilltop’s actual capital amounts and ratios in accordance with Basel III compared to the regulatory minimum capital requirements including conservation buffer in effect at the end of the period and on a fully phased-in basis as if such requirements were currently in effect at December 31, 2018 (dollars in thousands). Based on actual capital amounts and ratios shown in the following table, PlainsCapital’s ratios place it in the “well capitalized” (as defined) capital category under regulatory requirements. Minimum Capital Requirements Including Conservation Buffer In Effect at Fully To Be Well Actual End of Period Phased In Capitalized Amount Ratio Ratio Ratio Ratio June 30, 2019 Tier 1 capital (to average assets): PlainsCapital $ 1,235,458 12.53 % 4.0 % 4.0 % 5.0 % Hilltop 1,747,412 13.00 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,235,458 13.84 % 7.0 % 7.0 % 6.5 % Hilltop 1,700,823 16.32 % 7.0 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,235,458 13.84 % 8.5 % 8.5 % 8.0 % Hilltop 1,747,412 16.77 % 8.5 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,292,852 14.48 % 10.5 % 10.5 % 10.0 % Hilltop 1,786,441 17.14 % 10.5 % 10.5 % N/A Minimum Capital Requirements Including Conservation Buffer In Effect at Fully To Be Well Actual End of Period Phased In Capitalized Amount Ratio Ratio Ratio Ratio December 31, 2018 Tier 1 capital (to average assets): PlainsCapital $ 1,183,447 12.47 % 4.0 % 4.0 % 5.0 % Hilltop 1,680,364 12.53 % 4.0 % 4.0 % N/A Common equity Tier 1 capital (to risk-weighted assets): PlainsCapital 1,183,447 13.90 % 6.375 % 7.0 % 6.5 % Hilltop 1,634,978 16.58 % 6.375 % 7.0 % N/A Tier 1 capital (to risk-weighted assets): PlainsCapital 1,183,447 13.90 % 7.875 % 8.5 % 8.0 % Hilltop 1,680,364 17.04 % 7.875 % 8.5 % N/A Total capital (to risk-weighted assets): PlainsCapital 1,245,177 14.63 % 9.875 % 10.5 % 10.0 % Hilltop 1,722,602 17.47 % 9.875 % 10.5 % N/A |
Schedule of net capital position | At June 30, 2019, the net capital position of each of the Hilltop Broker-Dealers was as follows (in thousands). HTS Hilltop Independent Securities Network Net capital $ 225,288 $ 3,072 Less: required net capital 9,971 250 Excess net capital $ 215,317 $ 2,822 Net capital as a percentage of aggregate debit items 45.2 % Net capital in excess of 5% aggregate debit items $ 200,359 |
Summary of statutory capital and surplus and statutory net income of each insurance subsidiary | A summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary is as follows (in thousands). June 30, December 31, 2019 2018 Statutory capital and surplus: National Lloyds Insurance Company $ 58,905 $ 78,637 American Summit Insurance Company 19,041 17,908 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Statutory net income (loss): National Lloyds Insurance Company $ (3,826) $ (2,633) $ (409) $ 1,134 American Summit Insurance Company 299 394 716 1,283 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Financial Instruments | |
Schedule of changes in fair value of derivatives | Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Increase (decrease) in fair value of derivatives during period: PrimeLending $ (783) $ (3,141) $ 17,405 $ 6,865 Hilltop Broker-Dealers 12,581 2,991 10,774 (2,237) Bank (85) 30 (146) 160 |
Schedule of derivative positions | June 30, 2019 December 31, 2018 Notional Estimated Notional Estimated Amount Fair Value Amount Fair Value Derivative instruments: IRLCs $ 1,530,535 $ 33,584 $ 677,267 $ 17,421 Customer-based written options 31,200 (1) 31,200 (49) Customer-based purchased options 31,200 1 31,200 49 Commitments to purchase MBSs 3,323,653 21,730 2,359,630 10,467 Commitments to sell MBSs 5,583,795 (21,406) 3,711,477 (19,315) Interest rate swaps 7,663 (64) 15,104 82 U.S. Treasury bond futures and options (1) 309,000 — 367,200 — Eurodollar futures (1) 120,000 — 104,000 — (1) Changes in the fair value of these contracts are settled daily with the respective counterparties of PrimeLending and the Hilltop Broker-Dealers. |
Balance Sheet Offsetting (Table
Balance Sheet Offsetting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet Offsetting | |
Schedule of the assets subject to an enforceable master netting arrangement or repurchase agreements | The following tables present the assets and liabilities subject to enforceable master netting arrangements, repurchase agreements, or similar agreements with offsetting rights (in thousands). Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Assets Cash of Recognized Offset in the Presented in the Financial Collateral Net Assets Balance Sheet Balance Sheet Instruments Pledged Amount June 30, 2019 Securities borrowed: Institutional counterparties $ 1,569,362 $ — $ 1,569,362 $ (1,517,772) $ — $ 51,590 Interest rate options: Customer counterparties 1 — 1 — — 1 Interest rate swaps: Institutional counterparties 2 — 2 — — 2 Reverse repurchase agreements: Institutional counterparties 50,660 — 50,660 (50,575) — 85 Forward MBS derivatives: Institutional counterparties 21,732 — 21,732 (21,732) — — $ 1,641,757 $ — $ 1,641,757 $ (1,590,079) $ — $ 51,678 December 31, 2018 Securities borrowed: Institutional counterparties $ 1,365,547 $ — $ 1,365,547 $ (1,307,121) $ — $ 58,426 Interest rate options: Customer counterparties 49 — 49 — — 49 Interest rate swaps: Institutional counterparties 88 — 88 — — 88 Reverse repurchase agreements: Institutional counterparties 61,611 — 61,611 (61,390) — 221 Forward MBS derivatives: Institutional counterparties 10,469 — 10,469 (10,469) — — $ 1,437,764 $ — $ 1,437,764 $ (1,378,980) $ — $ 58,784 |
Schedule of the liabilities subject to an enforceable master netting arrangement or repurchase agreements | Gross Amounts Not Offset in Net Amounts the Balance Sheet Gross Amounts Gross Amounts of Liabilities Cash of Recognized Offset in the Presented in the Financial Collateral Net Liabilities Balance Sheet Balance Sheet Instruments Pledged Amount June 30, 2019 Securities loaned: Institutional counterparties $ 1,459,218 $ — $ 1,459,218 $ (1,410,580) $ — $ 48,638 Interest rate options: Institutional counterparties 1 — 1 — — 1 Interest rate swaps: Institutional counterparties 66 — 66 — — 66 Repurchase agreements: Institutional counterparties 488,042 — 488,042 (488,042) — — Customer counterparties 20,801 — 20,801 (20,801) — — Forward MBS derivatives: Institutional counterparties 21,647 (239) 21,408 (11,061) — 10,347 $ 1,989,775 $ (239) $ 1,989,536 $ (1,930,484) $ — $ 59,052 December 31, 2018 Securities loaned: Institutional counterparties $ 1,186,073 $ — $ 1,186,073 $ (1,136,033) $ — $ 50,040 Interest rate options: Institutional counterparties 49 — 49 — — 49 Interest rate swaps: Institutional counterparties 6 — 6 — — 6 Repurchase agreements: Institutional counterparties 533,441 — 533,441 (533,441) — — Customer counterparties 43,266 — 43,266 (43,266) — — Forward MBS derivatives: Institutional counterparties 19,331 (15) 19,316 (7,728) — 11,588 $ 1,782,166 $ (15) $ 1,782,151 $ (1,720,468) $ — $ 61,683 |
Schedule of contractual maturities of repurchase agreements and secured borrowing transactions | The following tables present the remaining contractual maturities of repurchase agreement and securities lending transactions accounted for as secured borrowings (in thousands). The Company had no repurchase-to-maturity transactions outstanding at both June 30, 2019 and December 31, 2018. Remaining Contractual Maturities Overnight and Greater Than June 30, 2019 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 38,670 $ — $ — $ — $ 38,670 Asset-backed securities 470,173 — — — 470,173 Securities lending transactions: Corporate securities 113 — — — 113 Equity securities 1,459,105 — — — 1,459,105 Total $ 1,968,061 $ — $ — $ — $ 1,968,061 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,968,061 Amount related to agreements not included in offsetting disclosure above $ — Remaining Contractual Maturities Overnight and Greater Than December 31, 2018 Continuous Up to 30 Days 30-90 Days 90 Days Total Repurchase agreement transactions: U.S. Treasury and agency securities $ 131,848 $ — $ — $ — $ 131,848 Asset-backed securities 444,859 — — — 444,859 Securities lending transactions: Corporate securities 113 — — — 113 Equity securities 1,185,960 — — — 1,185,960 Total $ 1,762,780 $ — $ — $ — $ 1,762,780 Gross amount of recognized liabilities for repurchase agreement and securities lending transactions in offsetting disclosure above $ 1,762,780 Amount related to agreements not included in offsetting disclosure above $ — |
Broker-Dealer and Clearing Or_2
Broker-Dealer and Clearing Organization Receivables and Payables (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Broker-Dealer and Clearing Organization Receivables and Payables | |
Schedule of broker-dealer and clearing organization receivables and payables | Broker-dealer and clearing organization receivables and payables consisted of the following (in thousands). June 30, December 31, 2019 2018 Receivables: Securities borrowed $ 1,569,362 $ 1,365,547 Securities failed to deliver 24,310 16,300 Trades in process of settlement 96,247 32,993 Other 17,330 25,447 $ 1,707,249 $ 1,440,287 Payables: Securities loaned $ 1,459,218 $ 1,186,073 Correspondents 29,700 29,311 Securities failed to receive 37,562 75,015 Other 5,411 4,526 $ 1,531,891 $ 1,294,925 |
Reserve for Losses and Loss A_2
Reserve for Losses and Loss Adjustment Expenses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Reserve for Losses and Loss Adjustment Expenses | |
Schedule of information regarding the reserve for unpaid losses and loss adjustment expenses ("LAE") as included in other liabilities within the consolidated balance sheets | A summary of NLC’s reserve for unpaid losses and LAE, as included in other liabilities within the consolidated balance sheets, is as follows (in thousands). June 30, December 31, 2019 2018 Reserve for unpaid losses and allocated LAE balance, net $ 20,189 $ 16,498 Reinsurance recoverables on unpaid losses 1,184 3,214 Unallocated LAE 894 840 Reserve for unpaid losses and LAE balance, gross $ 22,267 $ 20,552 |
Summary of claims loss reserve development activity | A summary of claims loss reserve development activity is presented in the following table (dollars in thousands). June 30, 2019 Total of IBNR Reserves Plus Expected Cumulative Accident Six Months Ended June 30, 2019 Development on Number of Year Paid Incurred Reported Claims Reported Claims 2016 $ 83,452 $ 83,961 $ 295 20,092 2017 86,913 87,737 538 20,656 2018 69,260 74,593 2,992 15,164 2019 24,716 37,898 5,382 7,757 Total $ 264,341 $ 284,189 341 All outstanding reserves prior to 2016, net of reinsurance $ 20,189 Reserve for unpaid losses and allocated LAE, net of reinsurance |
Reinsurance Activity (Tables)
Reinsurance Activity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Reinsurance Activity | |
Schedule of effects of reinsurance on premiums written and earned | The effects of reinsurance on premiums written and earned are summarized as follows (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Written Earned Written Earned Written Earned Written Earned Premiums from direct business $ 35,562 $ 31,727 $ 35,801 $ 33,372 $ 66,352 $ 63,463 $ 68,886 $ 66,740 Reinsurance assumed 3,622 3,256 3,567 3,111 6,751 6,448 6,609 6,111 Reinsurance ceded (1,517) (1,517) (2,335) (2,378) (3,242) (3,242) (4,345) (4,431) Net premiums $ 37,667 $ 33,466 $ 37,033 $ 34,105 $ 69,861 $ 66,669 $ 71,150 $ 68,420 |
Schedule of effects of reinsurance on incurred losses | The effects of reinsurance on incurred losses and LAE are as follows (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Losses and LAE incurred $ 23,959 $ 23,869 $ 38,943 $ 37,321 Reinsurance recoverables 1,022 540 964 2,620 Net loss and LAE incurred $ 24,981 $ 24,409 $ 39,907 $ 39,941 |
Segment and Related Informati_2
Segment and Related Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment and Related Information | |
Schedule of information about the segment revenues, operating results, goodwill, and assets of entity's reportable segments | Balance sheet amounts not discussed previously and the elimination of intercompany transactions are included in “All Other and Eliminations.” The following tables present certain information about reportable business segment revenues, operating results, goodwill and assets (in thousands). Mortgage All Other and Hilltop Three Months Ended June 30, 2019 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 93,423 $ 11,410 $ (1,031) $ 592 $ (1,331) $ 4,813 $ 107,876 Provision (recovery) for loan losses (670) (2) — — — — (672) Noninterest income 10,742 105,559 164,548 36,151 665 (4,794) 312,871 Noninterest expense 58,251 94,870 141,721 39,589 9,274 (28) 343,677 Income (loss) before income taxes $ 46,584 $ 22,101 $ 21,796 $ (2,846) $ (9,940) $ 47 $ 77,742 Mortgage All Other and Hilltop Six Months Ended June 30, 2019 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 186,113 $ 24,260 $ (1,499) $ 1,236 $ (2,661) $ 9,358 $ 216,807 Provision (recovery) for loan losses 355 (76) — — — — 279 Noninterest income 21,362 196,865 282,580 72,643 1,390 (9,501) 565,339 Noninterest expense 118,977 182,677 256,398 69,926 24,836 (52) 652,762 Income (loss) before income taxes $ 88,143 $ 38,524 $ 24,683 $ 3,953 $ (26,107) $ (91) $ 129,105 Mortgage All Other and Hilltop Three Months Ended June 30, 2018 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 87,958 $ 12,890 $ 704 $ 793 $ (2,482) $ 4,985 $ 104,848 Provision for loan losses — 340 — — — — 340 Noninterest income 10,644 73,589 162,759 36,546 1,436 (5,540) 279,434 Noninterest expense 65,542 77,967 150,026 39,712 5,340 (70) 338,517 Income (loss) before income taxes $ 33,060 $ 8,172 $ 13,437 $ (2,373) $ (6,386) $ (485) $ 45,425 Mortgage All Other and Hilltop Six Months Ended June 30, 2018 Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated Net interest income (expense) $ 174,596 $ 25,441 $ 1,645 $ 1,580 $ (4,573) $ 9,579 $ 208,268 Provision (recovery) for loan losses (1,531) 64 — — — — (1,467) Noninterest income 20,823 142,135 289,862 71,564 724 (10,531) 514,577 Noninterest expense 124,913 155,743 280,729 70,725 14,743 (134) 646,719 Income (loss) before income taxes $ 72,037 $ 11,769 $ 10,778 $ 2,419 $ (18,592) $ (818) $ 77,593 Mortgage All Other and Hilltop Banking Broker-Dealer Origination Insurance Corporate Eliminations Consolidated June 30, 2019 Goodwill $ 247,368 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 291,435 Total assets $ 10,411,934 $ 3,345,345 $ 1,876,091 $ 252,848 $ 2,333,835 $ (3,954,183) $ 14,265,870 December 31, 2018 Goodwill $ 247,368 $ 7,008 $ 13,071 $ 23,988 $ — $ — $ 291,435 Total assets $ 10,004,971 $ 3,213,115 $ 1,627,134 $ 253,513 $ 2,243,182 $ (3,658,343) $ 13,683,572 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings per Common Share | |
Schedule of the computation of basic and diluted earnings per common share | The following table presents the computation of basic and diluted earnings per common share (in thousands, except per share data). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Basic earnings per share: Net earnings available to Hilltop common stockholders $ 57,811 $ 33,080 $ 96,597 $ 57,521 Weighted average shares outstanding - basic 93,399 95,270 93,533 95,625 Basic earnings per common share $ 0.62 $ 0.35 $ 1.03 $ 0.60 Diluted earnings per share: Income attributable to Hilltop $ 57,811 $ 33,080 $ 96,597 $ 57,521 Weighted average shares outstanding - basic 93,399 95,270 93,533 95,625 Effect of potentially dilutive securities 19 88 1 102 Weighted average shares outstanding - diluted 93,418 95,358 93,534 95,727 Diluted earnings per common share $ 0.62 $ 0.35 $ 1.03 $ 0.60 |
Summary of Significant Accoun_3
Summary of Significant Accounting and Reporting Policies - Basis of Presentation, Ownership (Details) | 6 Months Ended |
Jun. 30, 2019item | |
Basis of Presentation | |
Number of primary business units | 3 |
PPC | |
Basis of Presentation | |
Ownership percentage | 100.00% |
Securities Holdings | |
Basis of Presentation | |
Ownership percentage | 100.00% |
NLC | |
Basis of Presentation | |
Ownership percentage | 100.00% |
HTH Hillcrest Project LLC | |
Basis of Presentation | |
Membership ownership percentage | 100.00% |
Hilltop Investments I, LLC | |
Basis of Presentation | |
Membership ownership percentage | 100.00% |
PPC | PlainsCapital (the Bank) | |
Basis of Presentation | |
Ownership percentage | 100.00% |
PPC | Hilltop Opportunity Partners LLC | |
Basis of Presentation | |
Membership ownership percentage | 100.00% |
PPC | PCC Statutory Trusts | |
Basis of Presentation | |
Ownership percentage | 100.00% |
PlainsCapital (the Bank) | Prime Lending | |
Basis of Presentation | |
Ownership percentage | 100.00% |
Prime Lending | Ventures Management | |
Basis of Presentation | |
Membership ownership percentage | 100.00% |
Hilltop Investments I, LLC | Hillcrest Land LLC | |
Basis of Presentation | |
Membership ownership percentage | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting and Reporting Policies - Basis of Presentation, Adoption of new accounting pronouncements (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Recent Accounting Pronouncements | ||
Net cash used in operating activities | $ (130,634) | $ (319,378) |
ASU 2016-18 | ||
Recent Accounting Pronouncements | ||
Net cash used in operating activities | (319,400) | |
ASU 2016-18 | Previously Reported | ||
Recent Accounting Pronouncements | ||
Net change in assets segregated for regulatory purposes | 58,200 | |
Net cash used in operating activities | $ (261,200) |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Jun. 30, 2019 |
Recent Accounting Pronouncements | ||
Operating lease liabilities | $ 132,750 | |
Operating lease right-of-use assets | 123,832 | |
Deferred expenses recognized, recorded as an increase to retained earnings | $ 1,393 | |
Restatement | ASU 2016-02 | ||
Recent Accounting Pronouncements | ||
Operating lease liabilities | $ 121,800 | |
Operating lease right-of-use assets | 111,900 | |
Deferred expenses recognized, recorded as an increase to retained earnings | $ 1,400 |
Acquisition - Identifiable Asse
Acquisition - Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 01, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Fair values of the identifiable assets acquired, and liabilities assumed | |||
Goodwill resulting from the acquisition | $ 291,435 | $ 291,435 | |
BORO | |||
Fair values of the identifiable assets acquired, and liabilities assumed | |||
Cash and due from banks | $ 21,756 | ||
Securities | 60,477 | ||
Loans held for investment | 326,618 | ||
Other assets | 25,912 | ||
Total identifiable assets acquired | 434,763 | ||
Deposits | 376,393 | ||
Short-term borrowings | 10,000 | ||
Other liabilities | 2,996 | ||
Total liabilities assumed | 389,389 | ||
Net identifiable assets acquired | 45,374 | ||
Goodwill resulting from the acquisition | 39,627 | ||
Net assets acquired | $ 85,001 | ||
Core Deposits | BORO | |||
Allocation to intangible assets | |||
Estimated Useful Life | 6 years | ||
Intangible Assets | $ 10,000 |
Acquisition - Acquired Loans at
Acquisition - Acquired Loans at Acquisition Date (Details) - BORO $ in Thousands | Aug. 01, 2018USD ($) |
Information about the acquired loans at acquisition | |
Carryover of the allowance for loan losses recorded | $ 0 |
Total loans | 326,618 |
Commercial real estate | |
Information about the acquired loans at acquisition | |
Total loans | 124,538 |
1 - 4 family residential | |
Information about the acquired loans at acquisition | |
Total loans | 55,526 |
Construction and land development | |
Information about the acquired loans at acquisition | |
Total loans | 37,134 |
Commercial and Industrial | |
Information about the acquired loans at acquisition | |
Total loans | 100,386 |
Consumer | |
Information about the acquired loans at acquisition | |
Total loans | 9,034 |
Non-PCI | |
Information about the acquired loans at acquisition | |
Total loans | 319,089 |
Non-PCI | Commercial real estate | |
Information about the acquired loans at acquisition | |
Total loans | 119,188 |
Non-PCI | 1 - 4 family residential | |
Information about the acquired loans at acquisition | |
Total loans | 55,487 |
Non-PCI | Construction and land development | |
Information about the acquired loans at acquisition | |
Total loans | 37,134 |
Non-PCI | Commercial and Industrial | |
Information about the acquired loans at acquisition | |
Total loans | 98,259 |
Non-PCI | Consumer | |
Information about the acquired loans at acquisition | |
Total loans | 9,021 |
PCI loans | |
Information about the acquired loans at acquisition | |
Total loans | 7,529 |
PCI loans | Commercial real estate | |
Information about the acquired loans at acquisition | |
Total loans | 5,350 |
PCI loans | 1 - 4 family residential | |
Information about the acquired loans at acquisition | |
Total loans | 39 |
PCI loans | Commercial and Industrial | |
Information about the acquired loans at acquisition | |
Total loans | 2,127 |
PCI loans | Consumer | |
Information about the acquired loans at acquisition | |
Total loans | $ 13 |
Acquisition - Loans at Acquisit
Acquisition - Loans at Acquisition, Additional Info. and Pro Forma Results (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Aug. 01, 2018 |
PCI loans | |||
Acquisitions | |||
Nonaccretable difference | $ 59,600 | $ 64,200 | |
BORO | |||
Acquisitions | |||
Total loans | $ 326,618 | ||
BORO | PCI loans | |||
Acquisitions | |||
Contractually required principal and interest payments | 10,730 | ||
Nonaccretable difference | 2,859 | ||
Cash flows expected to be collected | 7,871 | ||
Accretable difference | 342 | ||
Total loans | 7,529 | ||
BORO | Non-PCI | |||
Acquisitions | |||
Contractually required principal and interest payments | 381,551 | ||
Contractual cash flows not expected to be collected | 15,286 | ||
Total loans | $ 319,089 |
Fair Value Measurements - FV Op
Fair Value Measurements - FV Option (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Measurements | ||
Mortgage loans held for sale, fair value | $ 1,480 | $ 1,260 |
Mortgage loans held for sale, unpaid principal balance | $ 1,430 | $ 1,210 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Financial assets: | ||
Trading securities | $ 601,524 | $ 745,466 |
Available for sale securities | 1,009,924 | 875,658 |
Equity securities | 19,592 | 19,679 |
Financial liabilities: | ||
Securities sold, not yet purchased | 45,447 | 81,667 |
Recurring | ||
Financial assets: | ||
Trading securities | 601,524 | 745,466 |
Available for sale securities | 1,009,924 | 875,658 |
Equity securities | 19,592 | 19,679 |
Loans held for sale | 1,475,076 | 1,257,775 |
Derivative assets | 72,783 | 35,010 |
MSR asset | 53,695 | 66,102 |
Financial liabilities: | ||
Securities sold, not yet purchased | 45,447 | 81,667 |
Derivative liabilities | 38,939 | 26,355 |
Recurring | Level 1 | ||
Financial assets: | ||
Trading securities | 5,204 | 7,947 |
Equity securities | 19,592 | 19,679 |
Financial liabilities: | ||
Securities sold, not yet purchased | 14,897 | 33,000 |
Recurring | Level 2 | ||
Financial assets: | ||
Trading securities | 596,320 | 737,519 |
Available for sale securities | 1,009,924 | 875,658 |
Loans held for sale | 1,418,277 | 1,207,311 |
Derivative assets | 72,783 | 35,010 |
Financial liabilities: | ||
Securities sold, not yet purchased | 30,550 | 48,667 |
Derivative liabilities | 38,939 | 26,355 |
Recurring | Level 3 | ||
Financial assets: | ||
Loans held for sale | 56,799 | 50,464 |
MSR asset | $ 53,695 | $ 66,102 |
Fair Value Measurements - Roll
Fair Value Measurements - Roll Forward, Level 3 (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Rollforward for financial instruments measured at fair value using Level 3 inputs | ||||
Asset balance, beginning of period | $ 119,893 | $ 107,440 | $ 116,566 | $ 91,686 |
Purchases/Additions | 16,600 | 11,139 | 33,888 | 30,279 |
Sales/Reductions | (11,108) | (17,841) | (18,084) | (21,816) |
Transfers into Level 3 | (612) | 425 | ||
Total gains or losses (realized or unrealized): | ||||
Included in Net Income | (14,279) | (2,584) | (22,301) | (1,995) |
Asset balance, end of period | 110,494 | 98,154 | 110,494 | 98,154 |
Loans Held for Sale | ||||
Rollforward for financial instruments measured at fair value using Level 3 inputs | ||||
Asset balance, beginning of period | 57,844 | 43,483 | 50,464 | 36,972 |
Purchases/Additions | 14,053 | 8,071 | 29,480 | 20,550 |
Sales/Reductions | (11,108) | (8,538) | (18,084) | (12,513) |
Transfers into Level 3 | (612) | 425 | ||
Total gains or losses (realized or unrealized): | ||||
Included in Net Income | (3,378) | (2,235) | (5,486) | (4,228) |
Asset balance, end of period | 56,799 | 40,781 | 56,799 | 40,781 |
MSR | ||||
Rollforward for financial instruments measured at fair value using Level 3 inputs | ||||
Asset balance, beginning of period | 62,049 | 63,957 | 66,102 | 54,714 |
Purchases/Additions | 2,547 | 3,068 | 4,408 | 9,729 |
Sales/Reductions | (9,303) | (9,303) | ||
Total gains or losses (realized or unrealized): | ||||
Included in Net Income | (10,901) | (349) | (16,815) | 2,233 |
Asset balance, end of period | $ 53,695 | $ 57,373 | $ 53,695 | $ 57,373 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3, Inputs, Recurring (Details) - Level 3 - Recurring | Jun. 30, 2019item | Dec. 31, 2018USD ($)item |
Loans Held for Sale | ||
Significant unobservable inputs used in the fair value measurements | ||
Loans Held-for-sale, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Loans Held-for-sale, Measurement Input [Extensible List] | us-gaap:MeasurementInputPriceVolatilityMember | us-gaap:MeasurementInputPriceVolatilityMember |
Loans Held for Sale | Weighted average | ||
Significant unobservable inputs used in the fair value measurements | ||
Loans Held-for-sale, Measurement Input | 95 | 95 |
Loans Held for Sale | Minimum | ||
Significant unobservable inputs used in the fair value measurements | ||
Loans Held-for-sale, Measurement Input | 89 | 95 |
Loans Held for Sale | Maximum | ||
Significant unobservable inputs used in the fair value measurements | ||
Loans Held-for-sale, Measurement Input | 96 | 96 |
MSR | ||
Significant unobservable inputs used in the fair value measurements | ||
Servicing Asset, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
MSR | Constant Prepayment Rate | ||
Significant unobservable inputs used in the fair value measurements | ||
Servicing Asset, Measurement Input | 13.67 | 10.51 |
MSR | Discount Rate | ||
Significant unobservable inputs used in the fair value measurements | ||
Servicing Asset, Measurement Input | 11.12 | 11.11 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in FV (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value, Transfers Between Level 1 and Level 2 | ||||
Transfers of assets from level 1 to level 2 | $ 0 | $ 0 | $ 0 | $ 0 |
Transfers of assets from level 2 to level 1 | 0 | 0 | 0 | 0 |
Transfers of liabilities from level 1 to level 2 | 0 | 0 | 0 | 0 |
Transfers of liabilities from level 2 to level 1 | 0 | 0 | 0 | 0 |
Fair Value Option | ||||
Net Gains (Losses) | 131,173 | 132,478 | 227,312 | 238,245 |
Other Noninterest Income | 57,822 | 23,248 | 102,946 | 40,612 |
Loans Held for Sale | ||||
Fair Value Option | ||||
Net Gains (Losses) | 17,179 | 22,604 | 3,855 | 7,724 |
Total Changes in Fair Value | 17,179 | 22,604 | 3,855 | 7,724 |
MSR | ||||
Fair Value Option | ||||
Net Gains (Losses) | (10,901) | (349) | (16,815) | 2,233 |
Total Changes in Fair Value | $ (10,901) | $ (349) | $ (16,815) | $ 2,233 |
Fair Value Measurements - Impai
Fair Value Measurements - Impaired Loans (Details) - Level 3 - Weighted average - PCI loans | Jun. 30, 2019 | Dec. 31, 2018 |
PPC | ||
Fair Value Inputs | ||
Loans, measurement input | 49 | 48 |
PPC | Default Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 84 | 81 |
PPC | Severity Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 59 | 59 |
PPC | Prepayment Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 0 | 0 |
FNB | ||
Fair Value Inputs | ||
Loans, measurement input | 4 | 4 |
FNB | Default Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 30 | 34 |
FNB | Severity Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 12 | 12 |
FNB | Prepayment Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 6 | 6 |
SWS | ||
Fair Value Inputs | ||
Loans, measurement input | 20 | 20 |
SWS | Default Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 71 | 71 |
SWS | Severity Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 28 | 28 |
SWS | Prepayment Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 0 | 0 |
BORO | ||
Fair Value Inputs | ||
Loans, measurement input | 25 | 26 |
BORO | Default Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 59 | 63 |
BORO | Severity Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 43 | 42 |
BORO | Prepayment Rate | ||
Fair Value Inputs | ||
Loans, measurement input | 0 | 0 |
Fair Value Measurements - OREO
Fair Value Measurements - OREO (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Fair Value | |||||
Impairment loans held for investment | $ 111,607 | $ 111,607 | $ 119,011 | ||
Total Gains (Losses) of impaired loans | 672 | $ (340) | (279) | $ 1,467 | |
Level 2 | Estimate of Fair Value | Other Assets | |||||
Fair Value | |||||
Other real estate owned | 20,800 | 20,800 | $ 27,600 | ||
Nonrecurring | Estimate of Fair Value | |||||
Fair Value | |||||
Impairment loans held for investment | 65,660 | 65,660 | |||
Other real estate owned | 12,885 | 12,885 | |||
Total Gains (Losses) of impaired loans | (1,295) | (602) | (1,195) | (725) | |
Total Gains (Losses) of other real estate owned | (119) | $ (694) | (613) | $ (1,800) | |
Nonrecurring | Level 2 | Estimate of Fair Value | |||||
Fair Value | |||||
Other real estate owned | 12,885 | 12,885 | |||
Nonrecurring | Level 3 | Estimate of Fair Value | |||||
Fair Value | |||||
Impairment loans held for investment | $ 65,660 | $ 65,660 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Financial assets: | ||
Held to maturity securities | $ 368,546 | $ 341,124 |
Broker-dealer and clearing organization receivables | 1,707,249 | 1,440,287 |
Financial liabilities: | ||
Broker-dealer and clearing organization payables | 1,531,891 | 1,294,925 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | 342,522 | 644,473 |
Assets segregated for regulatory purposes | 151,271 | 133,993 |
Securities purchased under agreements to resell | 50,660 | 61,611 |
Held to maturity securities | 365,905 | 351,012 |
Loans held for sale | 134,401 | 135,471 |
Loans held for investment, net | 7,147,427 | 6,870,972 |
Broker-dealer and clearing organization receivables | 1,707,249 | 1,440,287 |
Other assets | 71,833 | 69,720 |
Financial liabilities: | ||
Deposits | 8,463,079 | 8,536,156 |
Broker-dealer and clearing organization payables | 1,531,891 | 1,294,925 |
Short-term borrowings | 1,338,893 | 1,065,807 |
Debt | 298,935 | 295,884 |
Other liabilities | 5,640 | 3,482 |
Estimate of Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | 342,522 | 644,473 |
Assets segregated for regulatory purposes | 151,271 | 133,993 |
Securities purchased under agreements to resell | 50,660 | 61,611 |
Held to maturity securities | 368,546 | 341,124 |
Loans held for sale | 134,401 | 135,471 |
Loans held for investment, net | 7,388,969 | 7,024,173 |
Broker-dealer and clearing organization receivables | 1,707,249 | 1,440,287 |
Other assets | 71,833 | 69,720 |
Financial liabilities: | ||
Deposits | 8,464,697 | 8,528,947 |
Broker-dealer and clearing organization payables | 1,531,891 | 1,294,925 |
Short-term borrowings | 1,338,893 | 1,065,807 |
Debt | 296,724 | 293,685 |
Other liabilities | 5,640 | 3,482 |
Estimate of Fair Value | Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 342,522 | 644,473 |
Assets segregated for regulatory purposes | 151,271 | 133,993 |
Estimate of Fair Value | Level 2 | ||
Financial assets: | ||
Securities purchased under agreements to resell | 50,660 | 61,611 |
Held to maturity securities | 368,546 | 341,124 |
Loans held for sale | 134,401 | 135,471 |
Loans held for investment, net | 570,377 | 578,363 |
Broker-dealer and clearing organization receivables | 1,707,249 | 1,440,287 |
Other assets | 70,724 | 68,573 |
Financial liabilities: | ||
Deposits | 8,464,697 | 8,528,947 |
Broker-dealer and clearing organization payables | 1,531,891 | 1,294,925 |
Short-term borrowings | 1,338,893 | 1,065,807 |
Debt | 296,724 | 293,685 |
Other liabilities | 5,640 | 3,482 |
Estimate of Fair Value | Level 3 | ||
Financial assets: | ||
Loans held for investment, net | 6,818,592 | 6,445,810 |
Other assets | $ 1,109 | $ 1,147 |
Fair Value Measurements - Adjus
Fair Value Measurements - Adjustments to the carrying value of investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Adjustments to the carrying value of these investments | |||||
Balance, beginning of period | $ 20,477 | $ 21,906 | $ 20,376 | $ 22,946 | |
Additional investments | 1,411 | 1,411 | |||
Upward adjustments | 101 | 2,836 | 202 | 3,108 | |
Impairments and downward adjustments | (672) | (2) | (672) | (1,314) | |
Balance, end of period | 19,906 | $ 26,151 | 19,906 | $ 26,151 | |
Other Assets | |||||
Equity Securities without Readily Determinable Fair Value | |||||
Other equity investments | $ 36,300 | $ 36,300 | $ 35,800 |
Securities - Trading Securities
Securities - Trading Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Schedule of fair value of trading securities | ||
Debt Securities, Trading | $ 601,524 | $ 745,466 |
Investment-related Liabilities | ||
Securities sold, not yet purchased, at fair value | 45,447 | 81,667 |
US Treasury Securities | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | 5,203 | 7,945 |
Bonds | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | 6,194 | 1,494 |
Residential Mortgage Backed Securities | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | 246,943 | 309,455 |
Commercial mortgage-backed securities | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | 2,204 | 4,239 |
Collateralized Mortgage Obligations | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | 149,449 | 206,813 |
Corporate debt securities | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | 54,729 | 59,293 |
States and political subdivisions | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | 116,202 | 126,748 |
Unit investment trusts | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | 15,919 | 19,913 |
Private-label securitized product | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | 1,267 | 5,680 |
Other | ||
Schedule of fair value of trading securities | ||
Debt Securities, Trading | $ 3,414 | $ 3,886 |
Securities - AFS and HTM, Amort
Securities - AFS and HTM, Amortized Cost and FV (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Available for sale | |||||
Total amortized cost | $ 999,798 | $ 999,798 | $ 886,799 | ||
Gross Unrealized Gains | 13,813 | 13,813 | 2,640 | ||
Gross Unrealized Losses | (3,687) | (3,687) | (13,781) | ||
Fair Value | 1,009,924 | 1,009,924 | 875,658 | ||
Held to maturity | |||||
Amortized cost | 365,905 | 365,905 | 351,012 | ||
Unrealized Gains | 4,342 | 4,342 | 365 | ||
Unrealized Losses | (1,701) | (1,701) | (10,253) | ||
Held to maturity, fair value | 368,546 | 368,546 | 341,124 | ||
Equity Securities | |||||
Unrealized net (losses) gains from equity securities | 700 | (900) | |||
Equity, at fair value | 19,592 | 19,592 | 19,679 | ||
Recognized net gain (loss) on equity securities | 200 | $ 100 | 1,500 | $ (500) | |
US Treasury Securities | |||||
Available for sale | |||||
Total amortized cost | 10,559 | 10,559 | 11,552 | ||
Gross Unrealized Gains | 197 | 197 | 30 | ||
Gross Unrealized Losses | (11) | (11) | (44) | ||
Fair Value | 10,745 | 10,745 | 11,538 | ||
Held to maturity | |||||
Amortized cost | 9,961 | 9,961 | 9,903 | ||
Unrealized Gains | 19 | 19 | 3 | ||
Held to maturity, fair value | 9,980 | 9,980 | 9,906 | ||
Bonds | |||||
Available for sale | |||||
Total amortized cost | 85,311 | 85,311 | 85,492 | ||
Gross Unrealized Gains | 1,210 | 1,210 | 552 | ||
Gross Unrealized Losses | (14) | (14) | (433) | ||
Fair Value | 86,507 | 86,507 | 85,611 | ||
Held to maturity | |||||
Amortized cost | 39,019 | 39,019 | 39,018 | ||
Unrealized Losses | (71) | (71) | (1,479) | ||
Held to maturity, fair value | 38,948 | 38,948 | 37,539 | ||
Residential Mortgage Backed Securities | |||||
Available for sale | |||||
Total amortized cost | 467,661 | 467,661 | 391,428 | ||
Gross Unrealized Gains | 5,925 | 5,925 | 608 | ||
Gross Unrealized Losses | (1,453) | (1,453) | (6,962) | ||
Fair Value | 472,133 | 472,133 | 385,074 | ||
Held to maturity | |||||
Amortized cost | 20,031 | 20,031 | 21,903 | ||
Unrealized Gains | 203 | 203 | |||
Unrealized Losses | (263) | ||||
Held to maturity, fair value | 20,234 | 20,234 | 21,640 | ||
Commercial mortgage-backed securities | |||||
Available for sale | |||||
Total amortized cost | 11,595 | 11,595 | 11,703 | ||
Gross Unrealized Gains | 540 | 540 | 189 | ||
Gross Unrealized Losses | (120) | ||||
Fair Value | 12,135 | 12,135 | 11,772 | ||
Held to maturity | |||||
Amortized cost | 113,570 | 113,570 | 87,065 | ||
Unrealized Gains | 3,170 | 3,170 | 271 | ||
Unrealized Losses | (98) | (98) | (1,462) | ||
Held to maturity, fair value | 116,642 | 116,642 | 85,874 | ||
Collateralized Mortgage Obligations | |||||
Available for sale | |||||
Total amortized cost | 333,415 | 333,415 | 281,450 | ||
Gross Unrealized Gains | 3,061 | 3,061 | 385 | ||
Gross Unrealized Losses | (2,206) | (2,206) | (5,436) | ||
Fair Value | 334,270 | 334,270 | 276,399 | ||
Held to maturity | |||||
Amortized cost | 130,326 | 130,326 | 142,474 | ||
Unrealized Gains | 300 | 300 | |||
Unrealized Losses | (1,271) | (1,271) | (5,000) | ||
Held to maturity, fair value | 129,355 | 129,355 | 137,474 | ||
Corporate debt securities | |||||
Available for sale | |||||
Total amortized cost | 47,824 | 47,824 | 53,614 | ||
Gross Unrealized Gains | 1,710 | 1,710 | 268 | ||
Gross Unrealized Losses | (580) | ||||
Fair Value | 49,534 | 49,534 | 53,302 | ||
States and political subdivisions | |||||
Available for sale | |||||
Total amortized cost | 43,433 | 43,433 | 51,560 | ||
Gross Unrealized Gains | 1,170 | 1,170 | 608 | ||
Gross Unrealized Losses | (3) | (3) | (206) | ||
Fair Value | 44,600 | 44,600 | 51,962 | ||
Held to maturity | |||||
Amortized cost | 52,998 | 52,998 | 50,649 | ||
Unrealized Gains | 650 | 650 | 91 | ||
Unrealized Losses | (261) | (261) | (2,049) | ||
Held to maturity, fair value | $ 53,387 | $ 53,387 | $ 48,691 |
Securities - AFS in an Unrealiz
Securities - AFS in an Unrealized Loss Position (Details) $ in Thousands | Jun. 30, 2019USD ($)item | Dec. 31, 2018USD ($)item |
Number of Securities | ||
Unrealized loss for less than twelve months | item | 14 | 60 |
Unrealized loss for twelve months or longer | item | 44 | 88 |
Total | item | 58 | 148 |
Unrealized loss for less than twelve months | $ 70,253 | $ 161,784 |
Unrealized loss for twelve months or longer | 226,959 | 398,386 |
Total | 297,212 | 560,170 |
Unrealized Loss | ||
Unrealized loss for less than twelve months | 171 | 1,250 |
Unrealized loss for twelve months or longer | 3,516 | 12,531 |
Total | $ 3,687 | $ 13,781 |
US Treasury Securities | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 2 | 1 |
Unrealized loss for twelve months or longer | item | 3 | |
Total | item | 2 | 4 |
Unrealized loss for less than twelve months | $ 2,586 | $ 981 |
Unrealized loss for twelve months or longer | 3,556 | |
Total | 2,586 | 4,537 |
Unrealized Loss | ||
Unrealized loss for less than twelve months | 11 | 6 |
Unrealized loss for twelve months or longer | 39 | |
Total | $ 11 | $ 45 |
Bonds | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 3 | |
Unrealized loss for twelve months or longer | item | 1 | 3 |
Total | item | 1 | 6 |
Unrealized loss for less than twelve months | $ 24,772 | |
Unrealized loss for twelve months or longer | $ 9,986 | 30,472 |
Total | 9,986 | 55,244 |
Unrealized Loss | ||
Unrealized loss for less than twelve months | 5 | |
Unrealized loss for twelve months or longer | 14 | 428 |
Total | $ 14 | $ 433 |
Residential Mortgage Backed Securities | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 2 | 8 |
Unrealized loss for twelve months or longer | item | 16 | 27 |
Total | item | 18 | 35 |
Unrealized loss for less than twelve months | $ 8,355 | $ 66,791 |
Unrealized loss for twelve months or longer | 106,815 | 194,228 |
Total | 115,170 | 261,019 |
Unrealized Loss | ||
Unrealized loss for less than twelve months | 7 | 432 |
Unrealized loss for twelve months or longer | 1,445 | 6,530 |
Total | $ 1,452 | $ 6,962 |
Commercial mortgage-backed securities | ||
Number of Securities | ||
Unrealized loss for twelve months or longer | item | 1 | |
Total | item | 1 | |
Unrealized loss for twelve months or longer | $ 4,953 | |
Total | 4,953 | |
Unrealized Loss | ||
Unrealized loss for twelve months or longer | 120 | |
Total | $ 120 | |
Collateralized Mortgage Obligations | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 9 | 11 |
Unrealized loss for twelve months or longer | item | 24 | 28 |
Total | item | 33 | 39 |
Unrealized loss for less than twelve months | $ 55,481 | $ 44,394 |
Unrealized loss for twelve months or longer | 106,528 | 140,483 |
Total | 162,009 | 184,877 |
Unrealized Loss | ||
Unrealized loss for less than twelve months | 153 | 498 |
Unrealized loss for twelve months or longer | 2,054 | 4,938 |
Total | 2,207 | $ 5,436 |
Corporate debt securities | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 8 | |
Unrealized loss for twelve months or longer | item | 8 | |
Total | item | 16 | |
Unrealized loss for less than twelve months | 3,009 | $ 16,256 |
Unrealized loss for twelve months or longer | 2,407 | 15,665 |
Total | $ 5,416 | 31,921 |
Unrealized Loss | ||
Unrealized loss for less than twelve months | 282 | |
Unrealized loss for twelve months or longer | 297 | |
Total | $ 579 | |
States and political subdivisions | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 1 | 29 |
Unrealized loss for twelve months or longer | item | 3 | 18 |
Total | item | 4 | 47 |
Unrealized loss for less than twelve months | $ 822 | $ 8,590 |
Unrealized loss for twelve months or longer | 1,223 | 9,029 |
Total | 2,045 | 17,619 |
Unrealized Loss | ||
Unrealized loss for less than twelve months | 27 | |
Unrealized loss for twelve months or longer | 3 | 179 |
Total | $ 3 | $ 206 |
Securities - HTM in an Unrealiz
Securities - HTM in an Unrealized Loss Position (Details) $ in Thousands | Jun. 30, 2019USD ($)item | Dec. 31, 2018USD ($)item |
Number of Securities | ||
Unrealized loss for less than twelve months | item | 1 | 12 |
Unrealized loss for twelve months or longer | item | 60 | 130 |
Total | item | 61 | 142 |
Fair Value | ||
Unrealized loss for less than twelve months | $ 1,601 | $ 21,866 |
Unrealized loss for twelve months or longer | 157,141 | 278,770 |
Total | 158,742 | 300,636 |
Unrealized Losses | ||
Unrealized loss for less than twelve months | 17 | 198 |
Unrealized loss for twelve months or longer | 1,684 | 10,055 |
Total | $ 1,701 | $ 10,253 |
Bonds | ||
Number of Securities | ||
Unrealized loss for twelve months or longer | item | 2 | 4 |
Total | item | 2 | 4 |
Fair Value | ||
Unrealized loss for twelve months or longer | $ 29,248 | $ 37,539 |
Total | 29,248 | 37,539 |
Unrealized Losses | ||
Unrealized loss for twelve months or longer | 71 | 1,479 |
Total | $ 71 | $ 1,479 |
Residential Mortgage Backed Securities | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 1 | |
Unrealized loss for twelve months or longer | item | 3 | |
Total | item | 4 | |
Fair Value | ||
Unrealized loss for less than twelve months | $ 8,411 | |
Unrealized loss for twelve months or longer | 13,229 | |
Total | 21,640 | |
Unrealized Losses | ||
Unrealized loss for less than twelve months | 89 | |
Unrealized loss for twelve months or longer | 174 | |
Total | $ 263 | |
Commercial mortgage-backed securities | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 1 | 1 |
Unrealized loss for twelve months or longer | item | 2 | 13 |
Total | item | 3 | 14 |
Fair Value | ||
Unrealized loss for less than twelve months | $ 1,601 | $ 4,973 |
Unrealized loss for twelve months or longer | 12,551 | 59,670 |
Total | 14,152 | 64,643 |
Unrealized Losses | ||
Unrealized loss for less than twelve months | 17 | 27 |
Unrealized loss for twelve months or longer | 81 | 1,435 |
Total | $ 98 | $ 1,462 |
Collateralized Mortgage Obligations | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 1 | |
Unrealized loss for twelve months or longer | item | 15 | 24 |
Total | item | 15 | 25 |
Fair Value | ||
Unrealized loss for less than twelve months | $ 2,051 | |
Unrealized loss for twelve months or longer | $ 95,659 | 135,423 |
Total | 95,659 | 137,474 |
Unrealized Losses | ||
Unrealized loss for less than twelve months | 26 | |
Unrealized loss for twelve months or longer | 1,271 | 4,974 |
Total | $ 1,271 | $ 5,000 |
States and political subdivisions | ||
Number of Securities | ||
Unrealized loss for less than twelve months | item | 9 | |
Unrealized loss for twelve months or longer | item | 41 | 86 |
Total | item | 41 | 95 |
Fair Value | ||
Unrealized loss for less than twelve months | $ 6,431 | |
Unrealized loss for twelve months or longer | $ 19,683 | 32,909 |
Total | 19,683 | 39,340 |
Unrealized Losses | ||
Unrealized loss for less than twelve months | 56 | |
Unrealized loss for twelve months or longer | 261 | 1,993 |
Total | $ 261 | $ 2,049 |
Securities - AFS Contractual Ma
Securities - AFS Contractual Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
AFS, Amortized Cost, Rolling Maturity | ||
Due in one year or less | $ 39,783 | |
Due after one year through five years | 88,357 | |
Due after five years through ten years | 39,142 | |
Due after ten years | 19,845 | |
Total | 187,127 | |
Total amortized cost | 999,798 | $ 886,799 |
AFS, Fair Value, Rolling Maturity | ||
Due in one year or less | 39,797 | |
Due after one year through five years | 90,942 | |
Due after five years through ten years | 40,024 | |
Due after ten years | 20,623 | |
Total | 191,386 | |
Fair Value | 1,009,924 | 875,658 |
Residential Mortgage Backed Securities | ||
AFS, Amortized Cost, Rolling Maturity | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 467,661 | |
Total amortized cost | 467,661 | 391,428 |
AFS, Fair Value, Rolling Maturity | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 472,133 | |
Fair Value | 472,133 | 385,074 |
Collateralized Mortgage Obligations | ||
AFS, Amortized Cost, Rolling Maturity | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 333,415 | |
Total amortized cost | 333,415 | 281,450 |
AFS, Fair Value, Rolling Maturity | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 334,270 | |
Fair Value | 334,270 | $ 276,399 |
Commercial Mortgage Backed Securities | ||
AFS, Amortized Cost, Rolling Maturity | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 11,595 | |
AFS, Fair Value, Rolling Maturity | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | $ 12,135 |
Securities - HTM Contractual Ma
Securities - HTM Contractual Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
HTM, Amortized Cost, Rolling Maturities | ||
Due in one year or less | $ 11,356 | |
Due after one year through five years | 26,042 | |
Due after five years through ten years | 5,392 | |
Due after ten years | 59,188 | |
Total | 101,978 | |
Amortized cost | 365,905 | $ 351,012 |
HTM, Fair Value, Rolling Maturities | ||
Due in one year or less | 11,376 | |
Due after one year through five years | 26,055 | |
Due after five years through ten years | 5,414 | |
Due after ten years | 59,470 | |
Total | 102,315 | |
Fair Value | 368,546 | 341,124 |
Residential Mortgage Backed Securities | ||
HTM, Amortized Cost, Rolling Maturities | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 20,031 | |
Amortized cost | 20,031 | 21,903 |
HTM, Fair Value, Rolling Maturities | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 20,234 | |
Fair Value | 20,234 | 21,640 |
Collateralized Mortgage Obligations | ||
HTM, Amortized Cost, Rolling Maturities | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 130,326 | |
Amortized cost | 130,326 | 142,474 |
HTM, Fair Value, Rolling Maturities | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 129,355 | |
Fair Value | 129,355 | $ 137,474 |
Commercial Mortgage Backed Securities | ||
HTM, Amortized Cost, Rolling Maturities | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | 113,570 | |
HTM, Fair Value, Rolling Maturities | ||
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities | $ 116,642 |
Securities - Additional Informa
Securities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Securities | |||||
Realized net gains from trading securities portfolio | $ 2.5 | $ (6.8) | $ 10.7 | $ (1.9) | |
Carrying amount of securities pledged | 612.3 | 612.3 | $ 612.3 | ||
Fair value of securities pledged | 615.6 | 615.6 | 600 | ||
Hilltop Broker-Dealers | |||||
Securities | |||||
Realized net gains from trading securities portfolio | 30.4 | $ 0.4 | 55.7 | $ 17.4 | |
NLC | |||||
Securities | |||||
Deposit with various state insurance departments | $ 9.3 | $ 9.3 | $ 9.5 |
Loans Held for Investment and_3
Loans Held for Investment and Allowance for Loan Losses - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Loans | ||||||
Loans held for investment | $ 7,202,604 | $ 6,930,458 | ||||
Allowance for loan losses | (55,177) | $ (58,809) | (59,486) | $ (61,970) | $ (63,194) | $ (63,686) |
Loans held for investment, net | 7,147,427 | 6,870,972 | ||||
Commercial real estate | ||||||
Loans | ||||||
Loans held for investment | 2,937,243 | 2,940,120 | ||||
Allowance for loan losses | (25,114) | (26,845) | (27,100) | (26,032) | (27,193) | (26,413) |
Commercial and Industrial | ||||||
Loans | ||||||
Loans held for investment | 1,448,221 | 1,508,451 | ||||
Allowance for loan losses | (20,414) | (21,268) | (21,980) | (23,517) | (23,269) | (23,674) |
Construction and land development | ||||||
Loans | ||||||
Loans held for investment | 950,628 | 932,909 | ||||
Allowance for loan losses | (4,396) | (5,908) | (6,061) | (7,271) | (7,449) | (7,844) |
1 - 4 family residential | ||||||
Loans | ||||||
Loans held for investment | 696,535 | 679,263 | ||||
Allowance for loan losses | (4,924) | (4,331) | (3,956) | (2,552) | (2,107) | (2,362) |
Mortgage warehouse | ||||||
Loans | ||||||
Loans held for investment | 555,327 | 243,806 | ||||
Consumer | ||||||
Loans | ||||||
Loans held for investment | 44,273 | 47,546 | ||||
Allowance for loan losses | (283) | (409) | (267) | (207) | (276) | (311) |
Broker-dealer | ||||||
Loans | ||||||
Loans held for investment | 570,377 | 578,363 | ||||
Allowance for loan losses | $ (46) | $ (48) | $ (122) | $ (417) | $ (77) | $ (353) |
Loans Held for Investment and_4
Loans Held for Investment and Allowance for Loan Losses - PCI Loans (Details) - PCI loans - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Carrying values and the outstanding contractual balances of the PCI loans | |||||
Carrying amount | $ 86,200 | $ 86,200 | $ 93,072 | ||
Outstanding balance | 155,749 | 155,749 | 172,808 | ||
Changes in the accretable yield for the acquired impaired loans | |||||
Balance, beginning of year | 72,172 | $ 93,686 | 80,693 | $ 98,846 | |
Reclassifications from nonaccretable difference, net | 4,909 | 3,136 | 5,443 | 10,265 | |
Disposals of loans | (337) | (703) | (98) | ||
Accretion | (7,439) | (9,514) | (16,128) | (21,514) | |
Transfer of loans to OREO | (656) | (847) | |||
Balance, end of year | 69,305 | $ 86,652 | 69,305 | $ 86,652 | |
Nonaccretable difference | $ 59,600 | $ 59,600 | $ 64,200 |
Loans Held for Investment and_5
Loans Held for Investment and Allowance for Loan Losses - Impaired Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Impaired loans | |||||
Days outstanding loans and leases receivable are generally considered past due | 90 days | ||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | $ 240,059 | $ 240,059 | $ 265,779 | ||
Recorded Investment with No Allowance | 41,489 | 41,489 | 47,090 | ||
Recorded Investment with Allowance | 70,118 | 70,118 | 71,921 | ||
Total Recorded Investment | 111,607 | 111,607 | 119,011 | ||
Related Allowance | 4,839 | 4,839 | 3,644 | ||
Average investment in non-covered impaired loans | |||||
Average investment in non-covered impaired loans | 112,700 | $ 144,472 | 115,310 | $ 152,738 | |
Non-accrual loans | |||||
Non-accrual loans | 28,575 | 28,575 | 30,539 | ||
Interest income recorded on accruing impaired loans | 300 | 200 | 700 | 400 | |
Non-owner occupied | |||||
Average investment in non-covered impaired loans | |||||
Average investment in non-covered impaired loans | 13,097 | 30,245 | 13,018 | 31,998 | |
Non-accrual loans | |||||
Non-accrual loans | 1,333 | 1,333 | 1,226 | ||
Owner occupied | |||||
Average investment in non-covered impaired loans | |||||
Average investment in non-covered impaired loans | 17,380 | 4,973 | 17,633 | 7,887 | |
Non-accrual loans | |||||
Non-accrual loans | 3,943 | 3,943 | 4,098 | ||
Commercial and Industrial | |||||
Average investment in non-covered impaired loans | |||||
Average investment in non-covered impaired loans | 17,284 | 24,056 | 18,147 | 24,206 | |
Non-accrual loans | |||||
Non-accrual loans | 14,152 | 14,152 | 14,870 | ||
Secured by Residential Properties | |||||
Non-accrual loans | |||||
Non-accrual loans held for sale | 3,400 | 3,400 | 3,400 | ||
Construction and land development | |||||
Average investment in non-covered impaired loans | |||||
Average investment in non-covered impaired loans | 1,619 | 1,673 | 2,594 | 1,768 | |
Non-accrual loans | |||||
Non-accrual loans | 1,413 | 1,413 | 3,278 | ||
1 - 4 family residential | |||||
Average investment in non-covered impaired loans | |||||
Average investment in non-covered impaired loans | 63,279 | 63,873 | |||
Non-accrual loans | |||||
Non-accrual loans | 7,700 | 7,700 | 7,026 | ||
Consumer | |||||
Average investment in non-covered impaired loans | |||||
Average investment in non-covered impaired loans | 41 | 54 | 45 | 116 | |
Non-accrual loans | |||||
Non-accrual loans | 34 | 34 | 41 | ||
Covered Loan | |||||
Average investment in non-covered impaired loans | |||||
Average investment in non-covered impaired loans | $ 83,471 | $ 86,763 | |||
PCI loans | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 196,397 | 196,397 | 225,997 | ||
Recorded Investment with No Allowance | 18,819 | 18,819 | 23,426 | ||
Recorded Investment with Allowance | 67,381 | 67,381 | 69,646 | ||
Total Recorded Investment | 86,200 | 86,200 | 93,072 | ||
Related Allowance | 3,989 | 3,989 | 2,892 | ||
Non-accrual loans | |||||
Non-accrual loans | 4,400 | 4,400 | 4,900 | ||
PCI loans | Non-owner occupied | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 35,163 | 35,163 | 42,668 | ||
Recorded Investment with No Allowance | 5,416 | 5,416 | 5,549 | ||
Recorded Investment with Allowance | 7,332 | 7,332 | 7,540 | ||
Total Recorded Investment | 12,748 | 12,748 | 13,089 | ||
Related Allowance | 1,331 | 1,331 | 1,125 | ||
PCI loans | Owner occupied | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 28,977 | 28,977 | 36,246 | ||
Recorded Investment with No Allowance | 6,965 | 6,965 | 11,657 | ||
Recorded Investment with Allowance | 5,636 | 5,636 | 2,967 | ||
Total Recorded Investment | 12,601 | 12,601 | 14,624 | ||
Related Allowance | 639 | 639 | 304 | ||
PCI loans | Commercial and Industrial | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 25,825 | 25,825 | 27,403 | ||
Recorded Investment with No Allowance | 4,767 | 4,767 | 5,491 | ||
Recorded Investment with Allowance | 1,141 | 1,141 | 1,068 | ||
Total Recorded Investment | 5,908 | 5,908 | 6,559 | ||
Related Allowance | 29 | 29 | 72 | ||
PCI loans | Construction and land development | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 7,791 | 7,791 | 10,992 | ||
Recorded Investment with No Allowance | 44 | 44 | 74 | ||
Recorded Investment with Allowance | 23 | 23 | 390 | ||
Total Recorded Investment | 67 | 67 | 464 | ||
Related Allowance | 3 | 3 | 92 | ||
PCI loans | 1 - 4 family residential | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 96,746 | 96,746 | 106,503 | ||
Recorded Investment with No Allowance | 1,623 | 1,623 | 646 | ||
Recorded Investment with Allowance | 53,249 | 53,249 | 57,681 | ||
Total Recorded Investment | 54,872 | 54,872 | 58,327 | ||
Related Allowance | 1,987 | 1,987 | 1,299 | ||
PCI loans | Consumer | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 1,895 | 1,895 | 2,185 | ||
Recorded Investment with No Allowance | 4 | 4 | 9 | ||
Total Recorded Investment | 4 | 4 | 9 | ||
Non-PCI | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 43,662 | 43,662 | 39,782 | ||
Recorded Investment with No Allowance | 22,670 | 22,670 | 23,664 | ||
Recorded Investment with Allowance | 2,737 | 2,737 | 2,275 | ||
Total Recorded Investment | 25,407 | 25,407 | 25,939 | ||
Related Allowance | 850 | 850 | 752 | ||
Non-PCI | Non-owner occupied | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 206 | 206 | |||
Recorded Investment with No Allowance | 199 | 199 | |||
Total Recorded Investment | 199 | 199 | |||
Non-PCI | Owner occupied | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 5,106 | 5,106 | 5,231 | ||
Recorded Investment with No Allowance | 3,943 | 3,943 | 4,098 | ||
Total Recorded Investment | 3,943 | 3,943 | 4,098 | ||
Non-PCI | Commercial and Industrial | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 26,210 | 26,210 | 22,277 | ||
Recorded Investment with No Allowance | 9,950 | 9,950 | 9,891 | ||
Recorded Investment with Allowance | 2,245 | 2,245 | 1,740 | ||
Total Recorded Investment | 12,195 | 12,195 | 11,631 | ||
Related Allowance | 838 | 838 | 721 | ||
Non-PCI | Construction and land development | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 1,536 | 1,536 | 3,430 | ||
Recorded Investment with No Allowance | 919 | 919 | 2,711 | ||
Recorded Investment with Allowance | 492 | 492 | 535 | ||
Total Recorded Investment | 1,411 | 1,411 | 3,246 | ||
Related Allowance | 12 | 12 | 31 | ||
Non-PCI | 1 - 4 family residential | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 10,460 | 10,460 | 8,695 | ||
Recorded Investment with No Allowance | 7,625 | 7,625 | 6,922 | ||
Total Recorded Investment | 7,625 | 7,625 | 6,922 | ||
Non-PCI | Consumer | |||||
Non-covered impaired loans | |||||
Unpaid Contractual Principal balance | 144 | 144 | 149 | ||
Recorded Investment with No Allowance | 34 | 34 | 42 | ||
Total Recorded Investment | $ 34 | $ 34 | $ 42 |
Loans Held for Investment and_6
Loans Held for Investment and Allowance for Loan Losses - TDRs (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)loan | Jun. 30, 2018loan | Jun. 30, 2019USD ($)loanitem | Jun. 30, 2018USD ($)itemloan | |
TDRs, Non-covered loans | ||||
Number of TDR loans granted | loan | 0 | 0 | ||
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | loan | 0 | |||
AB Note | Minimum | PlainsCapital (the Bank) | ||||
TDRs, Non-covered loans | ||||
Number of loans into which a single loan may be reconfigured | item | 2 | |||
Payment Term Extension | ||||
TDRs, Non-covered loans | ||||
Number of TDR loans granted | loan | 3 | 3 | ||
TDR at extension | $ 7,993 | $ 7,973 | ||
TDR modification, end of period | $ 7,973 | $ 7,973 | ||
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | item | 1 | |||
TDR modifications, in which a payment was at least 30 days past due | $ 3,294 | |||
TDR with payment at least 30 days past due | $ 3,206 | |||
Owner occupied | Payment Term Extension | ||||
TDRs, Non-covered loans | ||||
Number of TDRs granted in preceding twelve months for which payment was at least 30 days past due | item | 1 | |||
TDR modifications, in which a payment was at least 30 days past due | $ 3,294 | |||
TDR with payment at least 30 days past due | $ 3,206 | |||
Commercial and Industrial | Payment Term Extension | ||||
TDRs, Non-covered loans | ||||
Number of TDR loans granted | loan | 3 | 3 | ||
TDR at extension | $ 7,993 | $ 7,973 | ||
TDR modification, end of period | $ 7,973 | $ 7,973 |
Loans Held for Investment and_7
Loans Held for Investment and Allowance for Loan Losses - Aging (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | $ 27,451 | $ 35,173 |
Current Loans | 7,088,953 | 6,802,213 |
Loans held for investment | 7,202,604 | 6,930,458 |
Accruing Loans Past Due 90 Days or More | 10 | 78 |
Financing Receivables, 30 to 59 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 13,292 | 14,120 |
Financing Receivables, 60 to 89 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 7,522 | 3,879 |
Financing Receivables, Equal to Greater than 90 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 6,637 | 17,174 |
PCI loans | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Loans held for investment | 86,200 | 93,072 |
Non-owner occupied | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 1,140 | 1,373 |
Current Loans | 1,653,557 | 1,708,160 |
Loans held for investment | 1,667,445 | 1,722,622 |
Non-owner occupied | Financing Receivables, 30 to 59 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 811 | 1,174 |
Non-owner occupied | Financing Receivables, 60 to 89 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 130 | 199 |
Non-owner occupied | Financing Receivables, Equal to Greater than 90 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 199 | |
Non-owner occupied | PCI loans | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Loans held for investment | 12,748 | 13,089 |
Owner occupied | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 4,053 | 5,537 |
Current Loans | 1,253,144 | 1,197,337 |
Loans held for investment | 1,269,798 | 1,217,498 |
Accruing Loans Past Due 90 Days or More | 75 | |
Owner occupied | Financing Receivables, 30 to 59 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 1,526 | 1,364 |
Owner occupied | Financing Receivables, Equal to Greater than 90 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 2,527 | 4,173 |
Owner occupied | PCI loans | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Loans held for investment | 12,601 | 14,624 |
Commercial and Industrial | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 9,916 | 13,892 |
Current Loans | 1,432,397 | 1,488,000 |
Loans held for investment | 1,448,221 | 1,508,451 |
Accruing Loans Past Due 90 Days or More | 10 | 3 |
Commercial and Industrial | Financing Receivables, 30 to 59 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 3,604 | 1,792 |
Commercial and Industrial | Financing Receivables, 60 to 89 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 5,257 | 1,049 |
Commercial and Industrial | Financing Receivables, Equal to Greater than 90 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 1,055 | 11,051 |
Commercial and Industrial | PCI loans | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Loans held for investment | 5,908 | 6,559 |
Construction and land development | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 3,558 | 3,549 |
Current Loans | 947,003 | 928,896 |
Loans held for investment | 950,628 | 932,909 |
Construction and land development | Financing Receivables, 30 to 59 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 2,719 | 3,549 |
Construction and land development | Financing Receivables, 60 to 89 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 839 | |
Construction and land development | PCI loans | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Loans held for investment | 67 | 464 |
1 - 4 family residential | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 8,557 | 10,421 |
Current Loans | 633,106 | 610,515 |
Loans held for investment | 696,535 | 679,263 |
1 - 4 family residential | Financing Receivables, 30 to 59 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 4,444 | 5,987 |
1 - 4 family residential | Financing Receivables, 60 to 89 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 1,257 | 2,484 |
1 - 4 family residential | Financing Receivables, Equal to Greater than 90 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 2,856 | 1,950 |
1 - 4 family residential | PCI loans | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Loans held for investment | 54,872 | 58,327 |
Mortgage warehouse | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 39 | 0 |
Current Loans | 555,288 | 243,806 |
Loans held for investment | 555,327 | 243,806 |
Mortgage warehouse | Financing Receivables, 60 to 89 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 39 | |
Consumer | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 188 | 401 |
Current Loans | 44,081 | 47,136 |
Loans held for investment | 44,273 | 47,546 |
Consumer | Financing Receivables, 30 to 59 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 188 | 254 |
Consumer | Financing Receivables, 60 to 89 Days Past Due | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Total Past Due Loans | 147 | |
Consumer | PCI loans | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Loans held for investment | 4 | 9 |
Broker-dealer | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Current Loans | 570,377 | 578,363 |
Loans held for investment | 570,377 | 578,363 |
Prime Lending | U.S. Government Agencies | ||
Non-Covered Loans and Allowance for Non-Covered Loan Losses | ||
Accruing Loans Past Due 90 Days or More | 77,400 | 83,100 |
Unpaid principal balance loans past due 90 days or more | $ 78,500 | $ 84,000 |
Loans Held for Investment and_8
Loans Held for Investment and Allowance for Loan Losses - Internal Risk Grades (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Internal risk grades of non-covered loans | ||
Loans held for investment | $ 7,202,604 | $ 6,930,458 |
Pass | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 6,948,247 | 6,681,855 |
Special Mention | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 6,753 | 17,796 |
Substandard | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 161,404 | 137,735 |
Non-owner occupied | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 1,667,445 | 1,722,622 |
Non-owner occupied | Pass | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 1,599,634 | 1,673,424 |
Non-owner occupied | Special Mention | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 5,935 | |
Non-owner occupied | Substandard | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 49,128 | 36,109 |
Owner occupied | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 1,269,798 | 1,217,498 |
Owner occupied | Pass | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 1,222,925 | 1,175,225 |
Owner occupied | Special Mention | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 2,083 | |
Owner occupied | Substandard | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 34,272 | 25,566 |
Commercial and Industrial | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 1,448,221 | 1,508,451 |
Commercial and Industrial | Pass | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 1,383,938 | 1,433,227 |
Commercial and Industrial | Special Mention | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 447 | 15,320 |
Commercial and Industrial | Substandard | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 57,928 | 53,345 |
Construction and land development | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 950,628 | 932,909 |
Construction and land development | Pass | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 948,148 | 929,130 |
Construction and land development | Substandard | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 2,413 | 3,315 |
1 - 4 family residential | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 696,535 | 679,263 |
1 - 4 family residential | Pass | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 623,710 | 601,264 |
1 - 4 family residential | Special Mention | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 371 | 393 |
1 - 4 family residential | Substandard | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 17,582 | 19,279 |
Mortgage warehouse | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 555,327 | 243,806 |
Mortgage warehouse | Pass | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 555,327 | 243,806 |
Consumer | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 44,273 | 47,546 |
Consumer | Pass | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 44,188 | 47,416 |
Consumer | Substandard | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 81 | 121 |
Broker-dealer | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 570,377 | 578,363 |
Broker-dealer | Pass | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 570,377 | 578,363 |
PCI loans | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 86,200 | 93,072 |
PCI loans | Non-owner occupied | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 12,748 | 13,089 |
PCI loans | Owner occupied | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 12,601 | 14,624 |
PCI loans | Commercial and Industrial | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 5,908 | 6,559 |
PCI loans | Construction and land development | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 67 | 464 |
PCI loans | 1 - 4 family residential | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | 54,872 | 58,327 |
PCI loans | Consumer | ||
Internal risk grades of non-covered loans | ||
Loans held for investment | $ 4 | $ 9 |
Loans Held for Investment and_9
Loans Held for Investment and Allowance for Loan Losses - Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | $ 58,809 | $ 63,194 | $ 59,486 | $ 63,686 | ||
Provision (recovery) for loan losses | (672) | 340 | 279 | (1,467) | ||
Loans charged off | (3,311) | (2,344) | (5,611) | (3,546) | ||
Recoveries on charged off loans | 351 | 780 | 1,023 | 3,297 | ||
Balance, end of the year | 55,177 | 61,970 | 55,177 | 61,970 | ||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans individually evaluated for impairment | $ 16,846 | $ 17,891 | ||||
Loans collectively evaluated for impairment | 7,099,558 | 6,819,495 | ||||
Loans held for investment | 7,202,604 | 6,930,458 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Loans individually evaluated for impairment, allowance | 850 | 752 | ||||
Loans collectively evaluated for impairment, allowance | 50,338 | 55,842 | ||||
Total loans, allowance | 55,177 | 63,194 | 55,177 | 63,686 | 55,177 | 59,486 |
Commercial real estate | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 26,845 | 27,193 | 27,100 | 26,413 | ||
Provision (recovery) for loan losses | (1,731) | (1,143) | (1,986) | (363) | ||
Loans charged off | (18) | (18) | ||||
Balance, end of the year | 25,114 | 26,032 | 25,114 | 26,032 | ||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans individually evaluated for impairment | 3,559 | 3,909 | ||||
Loans collectively evaluated for impairment | 2,908,335 | 2,908,498 | ||||
Loans held for investment | 2,937,243 | 2,940,120 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Loans collectively evaluated for impairment, allowance | 23,144 | 25,671 | ||||
Total loans, allowance | 26,845 | 27,193 | 27,100 | 26,032 | 25,114 | 27,100 |
Commercial and Industrial | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 21,268 | 23,269 | 21,980 | 23,674 | ||
Provision (recovery) for loan losses | 1,254 | 1,815 | 1,712 | 119 | ||
Loans charged off | (2,430) | (2,233) | (4,248) | (3,416) | ||
Recoveries on charged off loans | 322 | 666 | 970 | 3,140 | ||
Balance, end of the year | 20,414 | 23,517 | 20,414 | 23,517 | ||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans individually evaluated for impairment | 11,362 | 10,741 | ||||
Loans collectively evaluated for impairment | 1,430,951 | 1,491,151 | ||||
Loans held for investment | 1,448,221 | 1,508,451 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Loans individually evaluated for impairment, allowance | 838 | 721 | ||||
Loans collectively evaluated for impairment, allowance | 19,547 | 21,187 | ||||
Total loans, allowance | 21,268 | 23,269 | 21,980 | 23,674 | 20,414 | 21,980 |
Construction and land development | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 5,908 | 7,449 | 6,061 | 7,844 | ||
Provision (recovery) for loan losses | (1,512) | (178) | (1,665) | (573) | ||
Balance, end of the year | 4,396 | 7,271 | 4,396 | 7,271 | ||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans individually evaluated for impairment | 1,317 | 3,241 | ||||
Loans collectively evaluated for impairment | 949,244 | 929,204 | ||||
Loans held for investment | 950,628 | 932,909 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Loans individually evaluated for impairment, allowance | 12 | 31 | ||||
Loans collectively evaluated for impairment, allowance | 4,381 | 5,938 | ||||
Total loans, allowance | 5,908 | 7,449 | 6,061 | 7,271 | 4,396 | 6,061 |
1 - 4 family residential | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 4,331 | 2,107 | 3,956 | 2,362 | ||
Provision (recovery) for loan losses | 1,447 | 376 | 1,836 | 99 | ||
Loans charged off | (871) | (6) | (899) | (12) | ||
Recoveries on charged off loans | 17 | 75 | 31 | 103 | ||
Balance, end of the year | 4,924 | 2,552 | 4,924 | 2,552 | ||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans individually evaluated for impairment | 608 | |||||
Loans collectively evaluated for impairment | 641,055 | 620,936 | ||||
Loans held for investment | 696,535 | 679,263 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Loans collectively evaluated for impairment, allowance | 2,937 | 2,657 | ||||
Total loans, allowance | 4,331 | 2,107 | 4,924 | 2,552 | 4,924 | 3,956 |
Mortgage warehouse | ||||||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans collectively evaluated for impairment | 555,327 | 243,806 | ||||
Loans held for investment | 555,327 | 243,806 | ||||
Consumer | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 409 | 276 | 267 | 311 | ||
Provision (recovery) for loan losses | (128) | (75) | 458 | (109) | ||
Loans charged off | (10) | (30) | (464) | (43) | ||
Recoveries on charged off loans | 12 | 36 | 22 | 48 | ||
Balance, end of the year | 283 | 207 | 283 | 207 | ||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans collectively evaluated for impairment | 44,269 | 47,537 | ||||
Loans held for investment | 44,273 | 47,546 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Loans collectively evaluated for impairment, allowance | 283 | 267 | ||||
Total loans, allowance | 409 | 276 | 283 | 311 | 283 | 267 |
Broker-dealer | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 48 | 77 | 122 | 353 | ||
Provision (recovery) for loan losses | (2) | 340 | (76) | 64 | ||
Balance, end of the year | 46 | 417 | 46 | 417 | ||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans collectively evaluated for impairment | 570,377 | 578,363 | ||||
Loans held for investment | 570,377 | 578,363 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Loans collectively evaluated for impairment, allowance | 46 | 122 | ||||
Total loans, allowance | 48 | 77 | 122 | 417 | 46 | 122 |
Covered Loan | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 2,823 | 2,729 | ||||
Provision (recovery) for loan losses | (795) | (704) | ||||
Loans charged off | (57) | (57) | ||||
Recoveries on charged off loans | 3 | 6 | ||||
Balance, end of the year | 1,974 | 1,974 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Total loans, allowance | $ 2,823 | $ 2,729 | ||||
PCI loans | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 2,892 | |||||
Balance, end of the year | 3,989 | 3,989 | ||||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans held for investment | 86,200 | 93,072 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Total loans, allowance | 3,989 | 3,989 | 3,989 | 2,892 | ||
PCI loans | Commercial real estate | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 1,429 | |||||
Balance, end of the year | 1,970 | 1,970 | ||||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans held for investment | 25,349 | 27,713 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Total loans, allowance | 1,970 | 1,970 | 1,970 | 1,429 | ||
PCI loans | Commercial and Industrial | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 72 | |||||
Balance, end of the year | 29 | 29 | ||||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans held for investment | 5,908 | 6,559 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Total loans, allowance | 29 | 29 | 29 | 72 | ||
PCI loans | Construction and land development | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 92 | |||||
Balance, end of the year | 3 | 3 | ||||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans held for investment | 67 | 464 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Total loans, allowance | 3 | 3 | 3 | 92 | ||
PCI loans | 1 - 4 family residential | ||||||
Changes in the allowance for loan losses | ||||||
Balance, beginning of the year | 1,299 | |||||
Balance, end of the year | 1,987 | 1,987 | ||||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans held for investment | 54,872 | 58,327 | ||||
Allowance for loan losses distributed by portfolio segment and impairment methodology | ||||||
Total loans, allowance | $ 1,987 | $ 1,987 | 1,987 | 1,299 | ||
PCI loans | Consumer | ||||||
Loan portfolio distributed by portfolio segment and impairment methodology | ||||||
Loans held for investment | $ 4 | $ 9 |
Mortgage Servicing Rights (Deta
Mortgage Servicing Rights (Details) - MSR - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Change in fair value of mortgage servicing rights | |||||
Balance, beginning of year | $ 62,049 | $ 63,957 | $ 66,102 | $ 54,714 | $ 54,714 |
Additions | 2,547 | 3,068 | 4,408 | 9,729 | |
Sales | (9,303) | (9,303) | |||
Changes in fair value: Due to changes in model inputs or assumptions | (8,739) | 1,032 | (13,772) | 4,673 | |
Changes in fair value: Due to customer payoffs | (2,162) | (1,381) | (3,043) | (2,440) | |
Balance, end of year | 53,695 | $ 57,373 | 53,695 | $ 57,373 | 66,102 |
Mortgage loans serviced for others | $ 5,027,953 | $ 5,027,953 | $ 5,086,461 | ||
MSR asset as a percentage of serviced mortgage loans | 1.07% | 1.07% | 1.30% | ||
Key Assumptions | |||||
Weighted average constant prepayment rate (as a percent) | 13.67% | 10.51% | |||
Weighted average discount rate (as a percent) | 11.12% | 11.11% | |||
Weighted average life (in years) | 5 years 9 months 18 days | 7 years 1 month 6 days |
Mortgage Servicing Rights - Sen
Mortgage Servicing Rights - Sensitivity Analysis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Sensitivity analysis | |||||
Contractually specified servicing fees, late fees and ancillary fees | $ 12,900 | $ 11,800 | |||
MSR | |||||
Sensitivity analysis | |||||
Constant prepayment rate: Impact of 10% adverse change | $ (3,097) | (3,097) | $ (2,512) | ||
Constant prepayment rate: Impact of 20% adverse change | (5,977) | (5,977) | (4,980) | ||
Discount rate: Impact of 10% adverse change | (1,988) | (1,988) | (2,677) | ||
Discount rate: Impact of 20% adverse change | (3,826) | $ (3,826) | $ (5,139) | ||
Contractually specified servicing fees, late fees and ancillary fees | $ 6,600 | $ 6,100 |
Deposits (Details)
Deposits (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Deposits | ||
Noninterest-bearing demand | $ 2,598,253 | $ 2,560,750 |
Interest-bearing: | ||
NOW accounts | 1,495,785 | 1,358,196 |
Money market | 2,428,191 | 2,725,541 |
Brokered - money market | 5,000 | 5,000 |
Demand | 325,105 | 393,685 |
Savings | 180,747 | 184,700 |
Time | 1,429,998 | 1,308,284 |
Total deposits | $ 8,463,079 | $ 8,536,156 |
Short-term Borrowings (Details)
Short-term Borrowings (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Short-term borrowings | |||
Short-term borrowings | $ 1,338,893 | $ 1,065,807 | |
Hilltop Broker-Dealers | |||
Short-term borrowings | |||
Weighted average interest rate (as a percent) | 3.28% | 3.35% | |
Federal Funds Purchased. | |||
Short-term borrowings | |||
Short-term borrowings | $ 124,050 | $ 100,100 | |
Securities Sold under Agreements to Repurchase | |||
Short-term borrowings | |||
Short-term borrowings | 508,843 | 576,707 | |
FHLB notes | |||
Short-term borrowings | |||
Short-term borrowings | 475,000 | $ 200,000 | |
Average balance during the year | $ 159,945 | $ 117,956 | |
Average interest rate during the year | 2.47% | 1.91% | |
Average interest rate at end of year (as a percent) | 2.32% | 2.65% | |
FHLB notes | Maximum | |||
Short-term borrowings | |||
Maturity term of debt | 365 days | ||
Short Term Bank Loans. | |||
Short-term borrowings | |||
Short-term borrowings | $ 231,000 | $ 189,000 | |
Federal Funds Purchased and Securities Sold under Agreements to Repurchase | |||
Short-term borrowings | |||
Average balance during the year | $ 621,268 | $ 721,167 | |
Average interest rate during the year | 2.54% | 1.63% | |
Average interest rate at end of year (as a percent) | 2.57% | 2.43% | |
Securities underlying the agreements at end of period: Carrying value | $ 516,067 | $ 587,609 | |
Securities underlying the agreements at end of period: Estimated fair value | $ 554,160 | $ 618,231 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument | ||
Notes payable | $ 231,923 | $ 228,872 |
Senior Notes due April 2025 | ||
Debt Instrument | ||
Notes payable | 148,687 | 148,607 |
Unamortized discount | 1,313 | 1,393 |
FHLB notes | ||
Debt Instrument | ||
Notes payable | 4,037 | 4,391 |
Unamortized premium | 179 | 222 |
NLIC note payable due May 2033 | ||
Debt Instrument | ||
Notes payable | 10,000 | 10,000 |
NLIC note payable due September 2033 | ||
Debt Instrument | ||
Notes payable | 10,000 | 10,000 |
ASIC note payable due April 2034 | ||
Debt Instrument | ||
Notes payable | 7,500 | 7,500 |
Ventures Management line of credit | ||
Debt Instrument | ||
Notes payable | $ 51,699 | $ 48,374 |
Lease - Narrative (Details)
Lease - Narrative (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Option to extend period - Operating | 10 years |
Option to extend period - Finance | 10 years |
Option to extend - Operating | true |
Option to extend - Finance | true |
Option to terminate period - Operating | 1 year |
Option to terminate period - Finance | 1 year |
Option to terminate - Operating | true |
Option to terminate - Finance | true |
Lease - Supplemental balance sh
Lease - Supplemental balance sheet information (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Finance leases: | |
Premises and equipment | $ 7,780 |
Accumulated depreciation | (3,883) |
Premises and equipment, net | $ 3,897 |
Financial position | us-gaap:PropertyPlantAndEquipmentNet |
Lease - Components of lease cos
Lease - Components of lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Components of operating lease costs | ||
Operating lease cost | $ 10,599 | $ 21,130 |
Less operating lease and sublease income | (663) | (1,050) |
Net operating lease cost | 9,936 | 20,080 |
Amortization of lease assets | 147 | 295 |
Interest on lease liabilities | 150 | 302 |
Total finance lease cost | $ 297 | $ 597 |
Lease - Supplemental cash flow
Lease - Supplemental cash flow information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases | |
Operating cash flows from operating leases | $ 19,810 |
Operating cash flows from finance leases | 302 |
Financing cash flows from finance leases | 290 |
Right-of-use assets obtained in exchange for new lease obligations - Operating leases | $ 24,188 |
Lease - Lease terms and discoun
Lease - Lease terms and discount rates (Details) | Jun. 30, 2019 |
Leases | |
Operating - Weighted Average Remaining Lease Term (Years) | 5 years 10 months 24 days |
Finance - Weighted Average Remaining Lease Term (Years) | 7 years |
Operating - Weighted Average Discount Rate | 5.35% |
Finance - Weighted Average Discount Rate | 4.78% |
Lease - Lease maturities - ASC
Lease - Lease maturities - ASC 842 (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating leases maturities | |
2019 | $ 18,039 |
2020 | 32,798 |
2021 | 27,089 |
2022 | 21,209 |
2023 | 17,077 |
Thereafter | 41,660 |
Total minimum lease payments | 157,872 |
Amount representing interest | (25,122) |
Present value of minimum lease payments | 132,750 |
Finance Leases maturities: | |
2019 | 595 |
2020 | 1,197 |
2021 | 1,212 |
2022 | 1,241 |
2023 | 1,280 |
Thereafter | 3,460 |
Total minimum lease payments | 8,985 |
Amount representing interest | (3,189) |
Present value of minimum lease payments | $ 5,796 |
Lease - Operating leases that h
Lease - Operating leases that have not yet commenced (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases | |
Additional operating leases that have not yet commenced | $ 600 |
Aggregate remaining lease obligation | $ 157,872 |
Minimum | |
Leases | |
Expected to commence | 2 years |
Maximum | |
Leases | |
Expected to commence | 5 years |
Related party | |
Leases | |
Minimum annual lease payment | $ 500 |
Aggregate remaining lease obligation | $ 4,600 |
Lease - Lease maturities - AS_2
Lease - Lease maturities - ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Future minimum lease payments under operating leases | |
2019 | $ 36,171 |
2020 | 29,109 |
2021 | 21,058 |
2022 | 16,386 |
2023 | 12,361 |
Thereafter | 18,264 |
Total minimum lease payments | 133,349 |
Future minimum lease payments under capital leases | |
2019 | 1,186 |
2020 | 1,197 |
2021 | 1,212 |
2022 | 1,241 |
2023 | 1,280 |
Thereafter | 3,460 |
Total minimum lease payments | 9,576 |
Amount representing interest | (1,221) |
Present value of minimum lease payments | $ 8,355 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Taxes | ||||
Effective income tax rate (as a percent) | 23.10% | 24.30% | 22.90% | 23.90% |
Commitments and Contingencies -
Commitments and Contingencies - Legal (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Representation and Warranty Claims | ||||||
Roll-forward of claims activity for loans put-back to the mortgage origination segment | ||||||
Balance, beginning of period | $ 30,112 | $ 32,321 | $ 33,784 | $ 33,702 | ||
Claims made | 6,504 | 5,361 | 9,686 | 12,350 | ||
Claims resolved with no payment | (1,579) | (5,892) | (7,266) | (11,753) | ||
Repurchases | (1,478) | (1,245) | (2,645) | (3,334) | ||
Indemnification payments | (485) | (485) | (420) | |||
Balance, end of period | 33,074 | 30,545 | 33,074 | 30,545 | ||
Reserve for Indemnification Liability: | ||||||
Total | 30,112 | 32,321 | 33,784 | 33,702 | $ 33,074 | $ 33,784 |
Indemnification Agreement | ||||||
Commitments and Contingencies | ||||||
Provision for indemnification losses | 800 | 1,000 | 1,300 | 1,700 | ||
Roll-forward of claims activity for loans put-back to the mortgage origination segment | ||||||
Balance, beginning of period | 10,721 | 23,332 | 10,701 | 23,472 | ||
Additions for new sales | 792 | 1,014 | 1,281 | 1,743 | ||
Repurchases | (127) | (85) | (209) | (245) | ||
Early payment defaults | (97) | (41) | (239) | (188) | ||
Indemnification payments | (92) | (4) | (95) | (121) | ||
Change in reserves for loans sold in prior years | (364) | (306) | (606) | (751) | ||
Balance, end of period | 10,833 | 23,910 | 10,833 | 23,910 | ||
Reserve for Indemnification Liability: | ||||||
Specific claims | 732 | 676 | ||||
Incurred but not reported claims | 10,101 | 10,025 | ||||
Total | $ 10,721 | $ 23,332 | $ 10,833 | 23,472 | $ 10,833 | $ 10,701 |
DOJ and HUD agreements increase in specific claims that were included in incurred but not reported claims in prior periods | $ 10,200 |
Commitments and Contingencies_2
Commitments and Contingencies - Hilltop Plaza Investment (Details) $ in Thousands | Jan. 01, 2019USD ($) | Jul. 31, 2018USD ($)aft²tenantitem | Jun. 30, 2019USD ($)ft² | Dec. 31, 2018USD ($) |
Commitments and Contingencies | ||||
Operating lease liabilities | $ 132,750 | |||
Deferred expenses recognized, recorded as an increase to retained earnings | $ 1,393 | |||
Restatement | ASU 2016-02 | ||||
Commitments and Contingencies | ||||
Operating lease liabilities | $ 121,800 | |||
Deferred expenses recognized, recorded as an increase to retained earnings | $ 1,400 | |||
Jeremy Ford | Diamond Ground, LLC | ||||
Commitments and Contingencies | ||||
Ownership interest (as a percent) | 10.20% | |||
Wife of Corey Prestidge | Diamond Ground, LLC | ||||
Commitments and Contingencies | ||||
Ownership interest (as a percent) | 10.10% | |||
Hilltop Plaza | ||||
Commitments and Contingencies | ||||
Construction Loan | $ 41,000 | |||
Net Rentable Area | ft² | 119,000 | |||
Operating lease liabilities | $ 18,900 | |||
Costs incurred and capitalized | $ 27,800 | |||
Hilltop Plaza | Gerald J. Ford | ||||
Commitments and Contingencies | ||||
Area of building subject to lease | ft² | 11,000 | |||
Hilltop and the Bank | Hilltop Plaza | ||||
Commitments and Contingencies | ||||
Area of building subject to lease | ft² | 72,000 | |||
Number of office and retail lease | item | 2 | |||
Total base rent | $ 35,000 | |||
Rent abated | 9 months | |||
Hilltop | Hilltop Plaza | ||||
Commitments and Contingencies | ||||
Term of contract | 129 months | |||
PlainsCapital (the Bank) | Hilltop Plaza | ||||
Commitments and Contingencies | ||||
Term of contract | 129 months | |||
Hillcrest Land LLC | ||||
Commitments and Contingencies | ||||
Acres of land | a | 1.7 | |||
Payments to acquire land | $ 38,500 | |||
Primary Beneficiary | item | 0 | |||
Ground lease term | 99 years | |||
Number of tenants | tenant | 3 | |||
Ground lease commences | 18 months | |||
Ground lease | $ 1,800 | |||
Annual ground lease increase (as percent) | 1.00% | |||
Hilltop Investments I, LLC | ||||
Commitments and Contingencies | ||||
Investment contribution | $ 19,300 | |||
Diamond Ground, LLC | ||||
Commitments and Contingencies | ||||
Investment contribution | $ 19,300 | |||
Park Plaza | ||||
Commitments and Contingencies | ||||
Leasehold interest | 50.00% | |||
Park Plaza | Hilltop Plaza | ||||
Commitments and Contingencies | ||||
Ownership interest (as percent) | 50.00% | |||
HTH Hillcrest Project LLC | ||||
Commitments and Contingencies | ||||
Leasehold interest | 25.00% | |||
HTH Hillcrest Project LLC | Hilltop Plaza | ||||
Commitments and Contingencies | ||||
Ownership interest (as percent) | 25.00% | |||
Cash contributions | $ 5,300 | |||
Diamond Hillcrest | ||||
Commitments and Contingencies | ||||
Leasehold interest | 25.00% | |||
Diamond Hillcrest | Hilltop Plaza | ||||
Commitments and Contingencies | ||||
Ownership interest (as percent) | 25.00% |
Financial Instruments with Of_2
Financial Instruments with Off-Balance Sheet Risk (Details) $ in Millions | Jun. 30, 2019USD ($) |
Unused commitments to extend credit | |
Financial Instruments with Off-Balance Sheet Risk | |
Outstanding commitments | $ 2,300 |
Standby letters of credit | |
Financial Instruments with Off-Balance Sheet Risk | |
Outstanding commitments | $ 92.4 |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plan Information (Details) - 2012 Plan - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock based compensation | ||||
Number of awards approved for grant (in shares) | 4,000,000 | 4,000,000 | ||
Common stock remaining available for issuance (in shares) | 680,623 | 680,623 | ||
Compensation expense | $ 2.5 | $ 2.5 | $ 5 | $ 4.8 |
Board of Directors | ||||
Stock based compensation | ||||
Common shares granted to members of board of directors as compensation for director services | 14,895 | 10,024 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - 2012 Plan - RSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number of shares outstanding | |
Balance at the beginning of the period ( in shares) | shares | 1,270 |
Granted (in shares) | shares | 578 |
Vested/Released (in shares) | shares | (456) |
Forfeited (in shares) | shares | (28) |
Balance at the end of the period ( in shares) | shares | 1,364 |
Weighted Average Grant Date Fair Value | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 22.44 |
Grant date fair value (in dollars per share) | $ / shares | 19.18 |
Vested/Released (in dollars per share) | $ / shares | 17.70 |
Forfeited (in dollars per share) | $ / shares | 25.78 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 22.58 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - 2012 Plan - RSUs $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($)shares | |
Stock based compensation | |
Vested/Released number of shares withheld to satisfy employee statutory tax obligations (in shares) | 90,867 |
Vested RSUs which require deferral of share settlement and statutory tax obligations | 17,692 |
Number of shares awarded (in shares) | 578,000 |
Number of awards subject to time-based vesting (in shares) | 1,126,126 |
Number of awards vesting upon achievement of performance goals (in shares) | 238,145 |
Performance period | 3 years |
Vesting period | 3 years |
Unrecognized compensation expense | $ | $ 17.7 |
Weighted average period for unrecognized compensation expense (in years) | 1 year 10 months 13 days |
Certain Executives and Key Employees | |
Stock based compensation | |
Number of shares awarded (in shares) | 570,361 |
Number of awards subject to time-based vesting (in shares) | 479,112 |
Number of awards vesting upon achievement of performance goals (in shares) | 91,249 |
Performance period | 3 years |
Vesting period | 3 years |
Regulatory Matters - Minimum Ca
Regulatory Matters - Minimum Capital Requirements (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
PlainsCapital (the Bank) | ||
Tier 1 capital (to average assets) | ||
Actual Amount | $ 1,235,458 | $ 1,183,447 |
Actual Ratio (as a percent) | 12.53% | 12.47% |
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent) | 4.00% | 4.00% |
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent) | 4.00% | 4.00% |
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent) | 5.00% | 5.00% |
Common equity Tier 1 capital (to risk weighted assets) | ||
Actual Amount | $ 1,235,458 | $ 1,183,447 |
Actual Ratio (as a percent) | 13.84% | 13.90% |
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent) | 7.00% | 6.375% |
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent) | 7.00% | 7.00% |
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent) | 6.50% | 6.50% |
Tier 1 capital (to risk-weighted assets) | ||
Actual Amount | $ 1,235,458 | $ 1,183,447 |
Actual Ratio (as a percent) | 13.84% | 13.90% |
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent) | 8.50% | 7.875% |
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent) | 8.50% | 8.50% |
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent) | 8.00% | 8.00% |
Total capital (to risk-weighted assets) | ||
Actual Amount | $ 1,292,852 | $ 1,245,177 |
Actual Ratio (as a percent) | 14.48% | 14.63% |
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent) | 10.50% | 9.875% |
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent) | 10.50% | 10.50% |
To Be Well Capitalized Minimum Capital Requirements, Ratio (as a percent) | 10.00% | 10.00% |
Hilltop | ||
Tier 1 capital (to average assets) | ||
Actual Amount | $ 1,747,412 | $ 1,680,364 |
Actual Ratio (as a percent) | 13.00% | 12.53% |
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent) | 4.00% | 4.00% |
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent) | 4.00% | 4.00% |
Common equity Tier 1 capital (to risk weighted assets) | ||
Actual Amount | $ 1,700,823 | $ 1,634,978 |
Actual Ratio (as a percent) | 16.32% | 16.58% |
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent) | 7.00% | 6.375% |
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent) | 7.00% | 7.00% |
Tier 1 capital (to risk-weighted assets) | ||
Actual Amount | $ 1,747,412 | $ 1,680,364 |
Actual Ratio (as a percent) | 16.77% | 17.04% |
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent) | 8.50% | 7.875% |
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent) | 8.50% | 8.50% |
Total capital (to risk-weighted assets) | ||
Actual Amount | $ 1,786,441 | $ 1,722,602 |
Actual Ratio (as a percent) | 17.14% | 17.47% |
Minimum Capital Requirement Including Conservation Buffer in effect at end of period, ratio (as a percent) | 10.50% | 9.875% |
Minimum Capital Requirement Including Conservation Buffer fully phased-in, ratio (as a percent) | 10.50% | 10.50% |
Regulatory Matters - Net Capita
Regulatory Matters - Net Capital Position, Broker-Dealers (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Net Capital | |||
Amount required to be segregated in cash and securities for the benefit of customers | $ 151,271 | $ 133,993 | $ 128,417 |
Hilltop Securities | |||
Net Capital | |||
Net capital | 225,288 | ||
Less required net capital | 9,971 | ||
Excess net capital | $ 215,317 | ||
Net capital as a percentage of aggregate debit items | 45.20% | ||
Net capital in excess of 5% aggregate debt items | $ 200,359 | ||
HTS Independent Network | |||
Net Capital | |||
Net capital | 3,072 | ||
Less required net capital | 250 | ||
Excess net capital | 2,822 | ||
Hilltop Broker-Dealers | |||
Net Capital | |||
Amount required to be segregated in cash and securities for the benefit of customers | $ 151,300 | $ 134,000 |
Regulatory Matters - Insurance
Regulatory Matters - Insurance Subsidiaries (Details) - Texas Department of Insurance - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
NLIC | |||||
Insurance | |||||
Statutory capital and surplus | $ 58,905 | $ 58,905 | $ 78,637 | ||
Statutory net income | (3,826) | $ (2,633) | (409) | $ 1,134 | |
ASIC | |||||
Insurance | |||||
Statutory capital and surplus | 19,041 | 19,041 | $ 17,908 | ||
Statutory net income | $ 299 | $ 394 | $ 716 | $ 1,283 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 25, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 31, 2019 |
Stockholders' Equity | ||||||
Cash dividends declared per common share | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.16 | $ 0.14 | |
Cash dividends paid | $ 15,000 | $ 13,500 | ||||
Repurchase common stock authorized amount | $ 50,000 | |||||
Payments to repurchase shares | $ 24,980 | $ 38,877 | ||||
Repurchase of common stock (in shares) | 1,214,843 | |||||
Average price (per share) | $ 20.54 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Prime Lending | |||||
Derivative financial instruments | |||||
Net gain (loss) due to changes in the fair value of the derivative instruments | $ (783) | $ (3,141) | $ 17,405 | $ 6,865 | |
Hilltop Broker-Dealers | |||||
Derivative financial instruments | |||||
Net gain (loss) due to changes in the fair value of the derivative instruments | 12,581 | 2,991 | 10,774 | (2,237) | |
PlainsCapital (the Bank) | |||||
Derivative financial instruments | |||||
Net gain (loss) due to changes in the fair value of the derivative instruments | (85) | $ 30 | (146) | $ 160 | |
Interest Rate Lock Commitments | |||||
Derivative financial instruments | |||||
Notional Amount | 1,530,535 | 1,530,535 | $ 677,267 | ||
Estimated Fair Value | 33,584 | 33,584 | 17,421 | ||
Customer-based written options | |||||
Derivative financial instruments | |||||
Notional Amount | 31,200 | 31,200 | 31,200 | ||
Estimated Fair Value | (1) | (1) | (49) | ||
Customer-based purchased options | |||||
Derivative financial instruments | |||||
Notional Amount | 31,200 | 31,200 | 31,200 | ||
Estimated Fair Value | 1 | 1 | 49 | ||
Commitments to Purchase MBSs | |||||
Derivative financial instruments | |||||
Notional Amount | 3,323,653 | 3,323,653 | 2,359,630 | ||
Estimated Fair Value | 21,730 | 21,730 | 10,467 | ||
Commitments to Sell MBSs | |||||
Derivative financial instruments | |||||
Notional Amount | 5,583,795 | 5,583,795 | 3,711,477 | ||
Estimated Fair Value | (21,406) | (21,406) | (19,315) | ||
Commitments to Sell MBSs | Prime Lending | |||||
Derivative financial instruments | |||||
Cash collateral advanced to offset net derivative liability | 18,800 | 18,800 | 11,900 | ||
Interest rate swaps | |||||
Derivative financial instruments | |||||
Notional Amount | 7,663 | 7,663 | 15,104 | ||
Estimated Fair Value | (64) | (64) | 82 | ||
U.S. Treasury bond futures and options | |||||
Derivative financial instruments | |||||
Notional Amount | 309,000 | 309,000 | 367,200 | ||
Eurodollar futures | |||||
Derivative financial instruments | |||||
Notional Amount | 120,000 | 120,000 | 104,000 | ||
Treasury bond futures and options and Eurodollar futures | PrimeLending and Hilltop Broker-Dealers | |||||
Derivative financial instruments | |||||
Cash collateral advanced to offset net derivative liability | $ 2,500 | $ 2,500 | $ 3,400 |
Balance Sheet Offsetting - Asse
Balance Sheet Offsetting - Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Reverse repurchase agreements: | ||
Net Amounts of Assets Presented in the Balance Sheet | $ 50,660 | $ 61,611 |
Total | ||
Gross Amounts of Recognized Assets | 1,641,757 | 1,437,764 |
Net Amounts of Assets Presented in the Balance Sheet | 1,641,757 | 1,437,764 |
Gross Amounts Not Offset in the Balance Sheet | ||
Financial Instruments | (1,590,079) | (1,378,980) |
Net Amount | 51,678 | 58,784 |
Institutional Counterparties | ||
Securities borrowed: | ||
Gross Amounts of Recognized Assets | 1,569,362 | 1,365,547 |
Net Amounts of Assets Presented in the Balance Sheet | 1,569,362 | 1,365,547 |
Gross Amounts Not Offset in the Balance Sheet | ||
Financial Instruments | (1,517,772) | (1,307,121) |
Net Amount | 51,590 | 58,426 |
Interest Rate Options | Customer Counterparties | ||
Derivatives: | ||
Gross Amounts of Recognized Assets | 1 | 49 |
Net Amounts of Assets Presented in the Balance Sheet | 1 | 49 |
Gross Amounts Not Offset in the Balance Sheet | ||
Net Amounts of Assets Presented in the Balance Sheet | 1 | 49 |
Interest rate swaps | Institutional Counterparties | ||
Derivatives: | ||
Gross Amounts of Recognized Assets | 2 | 88 |
Net Amounts of Assets Presented in the Balance Sheet | 2 | 88 |
Gross Amounts Not Offset in the Balance Sheet | ||
Net Amounts of Assets Presented in the Balance Sheet | 2 | 88 |
Reverse repurchase agreements | Institutional Counterparties | ||
Reverse repurchase agreements: | ||
Gross Amounts of Recognized Assets | 50,660 | 61,611 |
Net Amounts of Assets Presented in the Balance Sheet | 50,660 | 61,611 |
Gross Amounts Not Offset in the Balance Sheet | ||
Financial Instruments | (50,575) | (61,390) |
Net Amount | 85 | 221 |
Forward MBS Derivatives | Institutional Counterparties | ||
Derivatives: | ||
Gross Amounts of Recognized Assets | 21,732 | 10,469 |
Net Amounts of Assets Presented in the Balance Sheet | 21,732 | 10,469 |
Gross Amounts Not Offset in the Balance Sheet | ||
Financial Instruments | (21,732) | (10,469) |
Net Amounts of Assets Presented in the Balance Sheet | $ 0 | $ 0 |
Balance Sheet Offsetting - Liab
Balance Sheet Offsetting - Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Total | ||
Gross Amounts of Recognized Liabilities | $ 1,989,775 | $ 1,782,166 |
Gross Amounts Offset in the Balance Sheet | (239) | (15) |
Net Amounts of Liabilities Presented in the Balance Sheet | 1,989,536 | 1,782,151 |
Gross Amounts Not Offset in the Balance Sheet | ||
Financial Instruments | (1,930,484) | (1,720,468) |
Net Amount | 59,052 | 61,683 |
Institutional Counterparties | ||
Securities loaned: | ||
Gross Amounts of Recognized Liabilities | 1,459,218 | 1,186,073 |
Net Amounts of Liabilities Presented in the Balance Sheets | 1,459,218 | 1,186,073 |
Gross Amounts Not Offset in the Balance Sheet | ||
Financial Instruments | (1,410,580) | (1,136,033) |
Net Amount | 48,638 | 50,040 |
Institutional Counterparties | Interest Rate Options | ||
Derivatives: | ||
Gross Amounts of Recognized Liabilities | 1 | 49 |
Net Amounts of Liabilities Presented in the Balance Sheet | 1 | 49 |
Gross Amounts Not Offset in the Balance Sheet | ||
Net Amount | 1 | 49 |
Institutional Counterparties | Interest rate swaps | ||
Derivatives: | ||
Gross Amounts of Recognized Liabilities | 66 | 6 |
Net Amounts of Liabilities Presented in the Balance Sheet | 66 | 6 |
Gross Amounts Not Offset in the Balance Sheet | ||
Net Amount | 66 | 6 |
Institutional Counterparties | Repurchase agreements | ||
Repurchase agreements: | ||
Gross Amounts of Recognized Liabilities | 488,042 | 533,441 |
Net Amounts of Liabilities Presented in the Balance Sheet | 488,042 | 533,441 |
Gross Amounts Not Offset in the Balance Sheet | ||
Financial Instruments | (488,042) | (533,441) |
Net Amount | 0 | 0 |
Institutional Counterparties | Forward MBS Derivatives | ||
Derivatives: | ||
Gross Amounts of Recognized Liabilities | 21,647 | 19,331 |
Gross Amounts Offset in the Balance Sheet | (239) | (15) |
Net Amounts of Liabilities Presented in the Balance Sheet | 21,408 | 19,316 |
Gross Amounts Not Offset in the Balance Sheet | ||
Financial Instruments | (11,061) | (7,728) |
Net Amount | 10,347 | 11,588 |
Customer Counterparties | Repurchase agreements | ||
Repurchase agreements: | ||
Gross Amounts of Recognized Liabilities | 20,801 | 43,266 |
Net Amounts of Liabilities Presented in the Balance Sheet | 20,801 | 43,266 |
Gross Amounts Not Offset in the Balance Sheet | ||
Financial Instruments | (20,801) | (43,266) |
Net Amount | $ 0 | $ 0 |
Balance Sheet Offsetting - Secu
Balance Sheet Offsetting - Secured Borrowings (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)item | Dec. 31, 2018USD ($)item | |
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Number of repurchase-to-maturity transactions outstanding | item | 0 | 0 |
Total borrowings | $ 1,968,061 | $ 1,762,780 |
Gross amount of recognized liabilities for repurchase agreements and securities lending in offsetting disclosure above | $ 1,968,061 | 1,762,780 |
Minimum | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Security repurchase agreement maturity period | 1 day | |
Maximum | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Security repurchase agreement maturity period | 30 days | |
Overnight and Continuous | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Total borrowings | $ 1,968,061 | 1,762,780 |
US Treasury and agency securities | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Repurchase agreements transactions | 38,670 | 131,848 |
US Treasury and agency securities | Overnight and Continuous | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Repurchase agreements transactions | 38,670 | 131,848 |
Assets-backed securities | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Repurchase agreements transactions | 470,173 | 444,859 |
Assets-backed securities | Overnight and Continuous | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Repurchase agreements transactions | 470,173 | 444,859 |
Corporate debt securities | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Securities lending transactions | 113 | 113 |
Corporate debt securities | Overnight and Continuous | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Securities lending transactions | 113 | 113 |
Equity Securities | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Securities lending transactions | 1,459,105 | 1,185,960 |
Equity Securities | Overnight and Continuous | ||
Transfer of Certain Financial Assets Accounted for as Secured Borrowings | ||
Securities lending transactions | $ 1,459,105 | $ 1,185,960 |
Broker-Dealer and Clearing Or_3
Broker-Dealer and Clearing Organization Receivables and Payables (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Receivables: | ||
Securities borrowed | $ 1,569,362 | $ 1,365,547 |
Securities failed to deliver | 24,310 | 16,300 |
Trades in process of settlement | 96,247 | 32,993 |
Other | 17,330 | 25,447 |
Total receivables | 1,707,249 | 1,440,287 |
Payables: | ||
Securities loaned | 1,459,218 | 1,186,073 |
Correspondents | 29,700 | 29,311 |
Securities failed to receive | 37,562 | 75,015 |
Other | 5,411 | 4,526 |
Total Payables | $ 1,531,891 | $ 1,294,925 |
Reserve for Losses and Loss A_3
Reserve for Losses and Loss Adjustment Expenses - Reserve (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Information regarding of the reserve for unpaid losses and loss adjustment expenses | ||
Reserve for unpaid losses and allocated LAE balance, net | $ 20,189 | $ 16,498 |
Reinsurance recoverables on unpaid losses | 1,184 | 3,214 |
Unallocated LAE | 894 | 840 |
Reserve for unpaid losses and LAE balance, gross | $ 22,267 | $ 20,552 |
Reserve for Losses and Loss A_4
Reserve for Losses and Loss Adjustment Expenses - Activity (Details) $ in Thousands | Jun. 30, 2019USD ($)claim | Dec. 31, 2018USD ($) |
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance | ||
Total paid | $ 264,341 | |
Total incurred | 284,189 | |
All outstanding reserves prior to 2016, net of reinsurance | 341 | |
Reserve for unpaid losses and allocated LAE, net of reinsurance | 20,189 | $ 16,498 |
2016 | ||
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance | ||
Total paid | 83,452 | |
Total incurred | 83,961 | |
Total of IBNR Reserves Plus Expected Development on Reported claims | $ 295 | |
Cumulative Number of Reported Claims | claim | 20,092 | |
2017 | ||
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance | ||
Total paid | $ 86,913 | |
Total incurred | 87,737 | |
Total of IBNR Reserves Plus Expected Development on Reported claims | $ 538 | |
Cumulative Number of Reported Claims | claim | 20,656 | |
2018 | ||
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance | ||
Total paid | $ 69,260 | |
Total incurred | 74,593 | |
Total of IBNR Reserves Plus Expected Development on Reported claims | $ 2,992 | |
Cumulative Number of Reported Claims | claim | 15,164 | |
2019 | ||
Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance | ||
Total paid | $ 24,716 | |
Total incurred | 37,898 | |
Total of IBNR Reserves Plus Expected Development on Reported claims | $ 5,382 | |
Cumulative Number of Reported Claims | claim | 7,757 |
Reinsurance Activity - Credit R
Reinsurance Activity - Credit Risk (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Reinsurance Activity | |
Balances due from Companies | $ 1,700 |
Allowance for uncollectible accounts | $ 0 |
Reinsurance Activity - Effects
Reinsurance Activity - Effects of Reinsurance (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earned | ||||
Net premiums | $ 33,466 | $ 34,105 | $ 66,669 | $ 68,420 |
Effect of reinsurance on incurred losses | ||||
Net loss and LAE incurred | 24,981 | 24,409 | 39,907 | 39,941 |
Property and casualty | ||||
Written | ||||
Premiums from direct business | 35,562 | 35,801 | 66,352 | 68,886 |
Reinsurance assumed | 3,622 | 3,567 | 6,751 | 6,609 |
Reinsurance ceded | (1,517) | (2,335) | (3,242) | (4,345) |
Net premiums | 37,667 | 37,033 | 69,861 | 71,150 |
Earned | ||||
Premiums from direct business | 31,727 | 33,372 | 63,463 | 66,740 |
Reinsurance assumed | 3,256 | 3,111 | 6,448 | 6,111 |
Reinsurance ceded | (1,517) | (2,378) | (3,242) | (4,431) |
Net premiums | 33,466 | 34,105 | 66,669 | 68,420 |
Effect of reinsurance on incurred losses | ||||
Loss and LAE incurred | 23,959 | 23,869 | 38,943 | 37,321 |
Reinsurance recoverables | 1,022 | 540 | 964 | 2,620 |
Net loss and LAE incurred | $ 24,981 | $ 24,409 | $ 39,907 | $ 39,941 |
Reinsurance Activity - Coverage
Reinsurance Activity - Coverage (Details) $ in Millions | Jul. 01, 2019USD ($)item | Jan. 01, 2019USD ($) | Jun. 30, 2019USD ($)item | Dec. 31, 2018 |
Catastrophic Coverage | First Layer of Protection | ||||
Reinsurance activity | ||||
Retention amount | $ 8 | $ 8 | ||
Reinsurance in excess of retention | 12 | 17 | ||
Catastrophic Coverage | Second Layer of Protection | ||||
Reinsurance activity | ||||
Retention amount | 20 | 25 | ||
Reinsurance coverage in losses per event | 25 | 30 | ||
Catastrophic Coverage | Third Layer of Protection | ||||
Reinsurance activity | ||||
Retention amount | 45 | 55 | ||
Reinsurance coverage in losses per event | $ 50 | $ 50 | ||
NLC | ||||
Reinsurance activity | ||||
Renewal period of reinsurance contract | 1 year | |||
Number of layers of protection under reinsurance | item | 3 | 3 | ||
Aggregate coverage in excess of retention for per event retention and sub-catastrophic event | $ 10 | |||
Retention amount per event | 1 | |||
NLC | Catastrophic Coverage | Sub-catastrophic | ||||
Reinsurance activity | ||||
Retention amount | $ 15 | |||
NLIC and ASIC | Catastrophic Coverage | ||||
Reinsurance activity | ||||
Number of catastrophe that could be experienced with limited retention | item | 1 | |||
NLIC and ASIC | Catastrophic Coverage | Maximum | ||||
Reinsurance activity | ||||
Retention amount | $ 8 | |||
NLIC | Catastrophic Coverage | ||||
Reinsurance activity | ||||
Retention amount | 8 | |||
Participation retained (as a percent) | 37.50% | 17.50% | ||
ASIC | Catastrophic Coverage | ||||
Reinsurance activity | ||||
Retention amount | 2 | |||
ASIC | Underlying Coverage | ||||
Reinsurance activity | ||||
Retention amount | 2 | |||
Reinsurance in excess of retention | $ 6 |
Segment and Related Informati_3
Segment and Related Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Information about the revenues, operating results, goodwill and assets | |||||
Number of reportable segments | segment | 4 | ||||
Net interest income (expense) | $ 107,876 | $ 104,848 | $ 216,807 | $ 208,268 | |
Total Gains (Losses) of impaired loans | (672) | 340 | 279 | (1,467) | |
Noninterest income | 312,871 | 279,434 | 565,339 | 514,577 | |
Noninterest expense | 343,677 | 338,517 | 652,762 | 646,719 | |
Income before income taxes | 77,742 | 45,425 | 129,105 | 77,593 | |
Goodwill | 291,435 | 291,435 | $ 291,435 | ||
Total assets | 14,265,870 | 14,265,870 | 13,683,572 | ||
Operating segment | Banking | |||||
Information about the revenues, operating results, goodwill and assets | |||||
Net interest income (expense) | 93,423 | 87,958 | 186,113 | 174,596 | |
Total Gains (Losses) of impaired loans | (670) | 355 | (1,531) | ||
Noninterest income | 10,742 | 10,644 | 21,362 | 20,823 | |
Noninterest expense | 58,251 | 65,542 | 118,977 | 124,913 | |
Income before income taxes | 46,584 | 33,060 | 88,143 | 72,037 | |
Goodwill | 247,368 | 247,368 | 247,368 | ||
Total assets | 10,411,934 | 10,411,934 | 10,004,971 | ||
Operating segment | Broker-Dealer | |||||
Information about the revenues, operating results, goodwill and assets | |||||
Net interest income (expense) | 11,410 | 12,890 | 24,260 | 25,441 | |
Total Gains (Losses) of impaired loans | (2) | 340 | (76) | 64 | |
Noninterest income | 105,559 | 73,589 | 196,865 | 142,135 | |
Noninterest expense | 94,870 | 77,967 | 182,677 | 155,743 | |
Income before income taxes | 22,101 | 8,172 | 38,524 | 11,769 | |
Goodwill | 7,008 | 7,008 | 7,008 | ||
Total assets | 3,345,345 | 3,345,345 | 3,213,115 | ||
Operating segment | Mortgage Origination Segment | |||||
Information about the revenues, operating results, goodwill and assets | |||||
Net interest income (expense) | (1,031) | 704 | (1,499) | 1,645 | |
Noninterest income | 164,548 | 162,759 | 282,580 | 289,862 | |
Noninterest expense | 141,721 | 150,026 | 256,398 | 280,729 | |
Income before income taxes | 21,796 | 13,437 | 24,683 | 10,778 | |
Goodwill | 13,071 | 13,071 | 13,071 | ||
Total assets | 1,876,091 | 1,876,091 | 1,627,134 | ||
Operating segment | Insurance Segment | |||||
Information about the revenues, operating results, goodwill and assets | |||||
Net interest income (expense) | 592 | 793 | 1,236 | 1,580 | |
Noninterest income | 36,151 | 36,546 | 72,643 | 71,564 | |
Noninterest expense | 39,589 | 39,712 | 69,926 | 70,725 | |
Income before income taxes | (2,846) | (2,373) | 3,953 | 2,419 | |
Goodwill | 23,988 | 23,988 | 23,988 | ||
Total assets | 252,848 | 252,848 | 253,513 | ||
Corporate | |||||
Information about the revenues, operating results, goodwill and assets | |||||
Net interest income (expense) | (1,331) | (2,482) | (2,661) | (4,573) | |
Noninterest income | 665 | 1,436 | 1,390 | 724 | |
Noninterest expense | 9,274 | 5,340 | 24,836 | 14,743 | |
Income before income taxes | (9,940) | (6,386) | (26,107) | (18,592) | |
Total assets | 2,333,835 | 2,333,835 | 2,243,182 | ||
All Other and Eliminations. | |||||
Information about the revenues, operating results, goodwill and assets | |||||
Net interest income (expense) | 4,813 | 4,985 | 9,358 | 9,579 | |
Noninterest income | (4,794) | (5,540) | (9,501) | (10,531) | |
Noninterest expense | (28) | (70) | (52) | (134) | |
Income before income taxes | 47 | $ (485) | (91) | $ (818) | |
Total assets | $ (3,954,183) | $ (3,954,183) | $ (3,658,343) |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Basic earnings per share: | ||||
Net earnings available to Hilltop common stockholders | $ 57,811 | $ 33,080 | $ 96,597 | $ 57,521 |
Weighted average shares outstanding - basic | 93,399 | 95,270 | 93,533 | 95,625 |
Basic earnings per common share (in dollars per share) | $ 0.62 | $ 0.35 | $ 1.03 | $ 0.60 |
Diluted earnings per share: | ||||
Income attributable to Hilltop | $ 57,811 | $ 33,080 | $ 96,597 | $ 57,521 |
Weighted average shares outstanding - basic | 93,399 | 95,270 | 93,533 | 95,625 |
Effect of potentially dilutive securities (in shares) | 19 | 88 | 1 | 102 |
Weighted average shares outstanding - diluted | 93,418 | 95,358 | 93,534 | 95,727 |
Diluted earnings per common share (in dollars per share) | $ 0.62 | $ 0.35 | $ 1.03 | $ 0.60 |
Schedule I - Insurance Incurr_2
Schedule I - Insurance Incurred and Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net Of Reinsurance (Details) $ in Thousands | Jun. 30, 2019USD ($)claim | Dec. 31, 2018USD ($) |
Incurred losses and allocated loss adjustment expenses, net of reinsurance | ||
Total incurred | $ 284,189 | |
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance | ||
Total paid | 264,341 | |
All outstanding reserves prior to 2016, net of reinsurance | 341 | |
Reserve for unpaid losses and allocated loss adjustment expenses, net of reinsurance | 20,189 | $ 16,498 |
2016 | ||
Incurred losses and allocated loss adjustment expenses, net of reinsurance | ||
2016 | 84,771 | |
2017 | 85,189 | |
2018 | 84,076 | |
Total incurred | 83,961 | |
Total of incurred but not reported reserves plus expected development on reported claims | $ 295 | |
Cumulative Number of Reported Claims | claim | 20,092 | |
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance | ||
2016 | $ 71,543 | |
2017 | 81,682 | |
2018 | 83,169 | |
Total paid | 83,452 | |
2017 | ||
Incurred losses and allocated loss adjustment expenses, net of reinsurance | ||
2017 | 87,899 | |
2018 | 88,025 | |
Total incurred | 87,737 | |
Total of incurred but not reported reserves plus expected development on reported claims | $ 538 | |
Cumulative Number of Reported Claims | claim | 20,656 | |
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance | ||
2017 | $ 77,675 | |
2018 | 86,319 | |
Total paid | 86,913 | |
2018 | ||
Incurred losses and allocated loss adjustment expenses, net of reinsurance | ||
2018 | 75,217 | |
Total incurred | 74,593 | |
Total of incurred but not reported reserves plus expected development on reported claims | $ 2,992 | |
Cumulative Number of Reported Claims | claim | 15,164 | |
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance | ||
2018 | $ 61,922 | |
Total paid | 69,260 | |
2019 | ||
Incurred losses and allocated loss adjustment expenses, net of reinsurance | ||
Total incurred | 37,898 | |
Total of incurred but not reported reserves plus expected development on reported claims | $ 5,382 | |
Cumulative Number of Reported Claims | claim | 7,757 | |
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance | ||
Total paid | $ 24,716 |