UNITED STATES
0001265131false00012651312023-10-192023-10-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

​

Date of Report (Date of earliest event reported): October 19, 2023

​

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

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Maryland

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1-31987

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84-1477939

(State or other jurisdiction of
incorporation)

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(Commission
File Number)

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(IRS Employer Identification
No.)

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6565 Hillcrest Avenue

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Dallas, Texas

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75205

(Address of principal executive offices)

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(Zip Code)

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Registrant’s telephone number, including area code: (214) 855-2177

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(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

​

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to section 12(b) of the Act:

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Title of each class

​

Trading symbol

​

Name of each exchange on which registered

Common Stock, par value $0.01 per share

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HTH

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New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b–2 of the Securities Exchange Act of 1934.

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Emerging growth company ☐

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

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Section 2 – Financial Information

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Item 2.02  Results of Operations and Financial Condition.

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On October 19, 2023, Hilltop Holdings Inc., or the Company, issued a press release announcing its results of operations and financial condition as of and for the three months ended September 30, 2023. The text of the release is set forth in Exhibit 99.1 attached to this Current Report on Form 8-K and is incorporated herein by reference.

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The information in this Item (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

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Section 8 – Other Events

​

Item 8.01  Other Events.

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On October 19, 2023, the Board of Directors of the Company declared a quarterly cash dividend of $0.16 per common share, payable on November 28, 2023, to stockholders of record as of the close of business on November 13, 2023.

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Forward-Looking Statements

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This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, the Company does not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, objectives, strategies, expectations, intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,” “believes,” “building,” “continue,” “could,” “drive,” “estimates,” “expects,” “extent,” “focus,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plan,” “position,” “probable,” “progressing,” “projects,” “prudent,” “seeks,” “should,” “target,” “view,” “will” or “would” or the negative of these words and phrases or similar words or phrases. For a list of factors that could cause actual results to differ materially from those set forth in the forward-looking statements, see the risk factors described in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other reports that are filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

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Section 9 – Financial Statements and Exhibits

​

Item 9.01  Financial Statements and Exhibits.

​

(a)Financial statements of businesses acquired.

Not applicable.

(b)Pro forma financial information.

Not applicable.

(c)Shell company transactions.

Not applicable.

(d)Exhibits.

​

The following exhibit(s) are filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.

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Exhibit

Number

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Description of Exhibit

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99.1

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Press Release issued October 19, 2023 (furnished pursuant to Item 2.02).

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104

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Cover Page Interactive File (formatted as Inline XBRL).

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Hilltop Holdings Inc.,

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a Maryland corporation

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Date:

October 19, 2023

By:

/s/ COREY PRESTIDGE

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Name:

Corey G. Prestidge

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Title:

Executive Vice President,

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General Counsel & Secretary

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Exhibit 99.1

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Investor Relations Contact:

​

Erik Yohe

​

214-525-4634

​

[email protected]

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Hilltop Holdings Inc. Announces Financial Results for Third Quarter 2023

​

DALLAS — (BUSINESS WIRE) October 19, 2023 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”) today announced financial results for the third quarter of 2023. Hilltop produced income to common stockholders of $37.0 million, or $0.57 per diluted share, for the third quarter of 2023, compared to $32.1 million, or $0.50 per diluted share, for the third quarter of 2022. Hilltop’s financial results for the third quarter of 2023 included decreases in year-over-year mortgage origination segment net gains from sales of loans and other mortgage production income, a decline in the net interest income within the banking segment, and increases in net revenues within certain of the broker-dealer segment’s business lines.

​

Hilltop also announced that its Board of Directors declared a quarterly cash dividend of $0.16 per common share, payable on November 28, 2023, to all common stockholders of record as of the close of business on November 13, 2023.

​

Headwinds that began in 2022, and continued through the first nine months of 2023, including the impact of tight housing inventories on mortgage volumes, declining deposit balances, rapid increases in market interest rates and a volatile economic forecast have had, and are expected to continue to have, an adverse impact on our operating results during the remainder of 2023. The impacts of such headwinds during the remainder of 2023 remain uncertain and will depend on developments outside of our control, including, among others, the timing and significance of further changes in U.S. treasury yields and mortgage interest rates, exposure to increasing funding costs, inflationary pressures associated with compensation, occupancy and software costs and labor market conditions, international armed conflicts and their impact on supply chains, and disruptions to the economy and the U.S. banking system caused by high-profile bank failures during early 2023.

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Jeremy B. Ford, President and CEO of Hilltop, said “Hilltop’s operating results for the third quarter reflect a general continuation in market pressures experienced in the first half of the year. While PlainsCapital Bank produced strong financial results for the quarter with a 1.20% return on average assets, the competitive environment around deposits resulted in further pressure on the bank’s net interest margin. HilltopSecurities generated robust financial results as the wealth management and structured finance businesses produced strong net revenues, which more than offset challenging market conditions for the public finance and fixed income capital markets businesses. PrimeLending’s results continued to be impacted by the housing market’s lack of inventory, consumer affordability challenges and a stubbornly compressed gain-on-sale margin.

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“As we progress into the final quarter of the year, we will continue to prudently manage our balance sheet, closely monitor our expenses and serve our valued clients.”

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Third Quarter 2023 Highlights for Hilltop:

​

●The reversal of credit losses was $40 thousand during the third quarter of 2023, compared to a provision for credit losses of $14.8 million in the second quarter of 2023 and a reversal of credit losses of $0.8 million in the third quarter of 2022;
oThe slight reversal of credit losses during the third quarter of 2023 reflected improvements to the U.S. economic outlook and decreases in specific reserves within our broker dealer segment, offset by increases in specific reserves and net portfolio changes within the banking segment.
●For the third quarter of 2023, net gains from sale of loans and other mortgage production income and mortgage loan origination fees within our mortgage origination segment was $88.7 million, compared to $98.0 million in the third quarter of 2022, a 9.4% decrease;
oMortgage loan origination production volume was $2.2 billion during the third quarter of 2023, compared to $3.0 billion in the third quarter of 2022;
oNet gains from mortgage loans sold to third parties decreased to 199 basis points during the third quarter of 2023, compared to 207 basis points in the second quarter of 2023.

Graphic


●Hilltop’s consolidated annualized return on average assets and return on average stockholders’ equity for the third quarter of 2023 were 0.94% and 7.11%, respectively, compared to 0.79% and 6.26%, respectively, for the third quarter of 2022;
●Hilltop’s book value per common share increased to $31.91 at September 30, 2023, compared to $31.71 at June 30, 2023;
●Hilltop’s total assets were $16.4 billion and $17.1 billion at September 30, 2023 and June 30, 2023, respectively;
●Loans1, net of allowance for credit losses, were $7.7 billion and $7.9 billion at September 30, 2023 and June 30, 2023, respectively;
●Non-performing loans were $31.5 million, or 0.34% of total loans, at September 30, 2023, compared to $39.0 million, or 0.40% of total loans, at June 30, 2023;
●Loans held for sale decreased by 20.6% from June 30, 2023 to $1.1 billion at September 30, 2023;
●Total deposits were $11.1 billion and $11.2 billion at September 30, 2023 and June 30, 2023, respectively;
oTotal estimated uninsured deposits were $4.4 billion, or approximately 40% of total deposits, while estimated uninsured deposits, excluding collateralized deposits of $276.3 million, were $4.2 billion, or approximately 37% of total deposits at September 30, 2023.
●Hilltop maintained strong capital levels2 with a Tier 1 Leverage Ratio3 of 11.92% and a Common Equity Tier 1 Capital Ratio of 18.60% at September 30, 2023;
●Hilltop’s consolidated net interest margin4 decreased to 3.02% for the third quarter of 2023, compared to 3.03% in the second quarter of 2023;
●For the third quarter of 2023, noninterest income was $196.8 million, compared to $207.0 million in the third quarter of 2022, a 4.9% decrease;
●For the third quarter 2023, noninterest expense was $260.0 million, compared to $288.7 million in the third quarter of 2022, a 9.9% decrease; and
●Hilltop’s effective tax rate was 25.2% during the third quarter of 2023, compared to 21.8% during the same period in 2022.
oThe effective tax rate for the third quarter was higher than the applicable statutory rate primarily due to the impact of non-deductible compensation expense and other permanent adjustments.

​


1  “Loans” reflect loans held for investment excluding broker-dealer margin loans, net of allowance for credit losses, of $357.1 million and $358.5 million at September 30, 2023 and June 30, 2023, respectively.

2  Capital ratios reflect Hilltop’s decision to elect the transition option as issued by the federal banking regulatory agencies in March 2020 that permits banking institutions to mitigate the estimated cumulative regulatory capital effects from CECL over a five-year transitionary period.

3  Based on the end of period Tier 1 capital divided by total average assets during the quarter, excluding goodwill and intangible assets.

4  Net interest margin is defined as net interest income divided by average interest-earning assets.

​

Graphic


Consolidated Financial and Other Information

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consolidated Balance Sheets

​

September 30,

​

June 30,

​

March 31,

​

December 31,

​

September 30,

(in 000's)

    

2023

    

2023

    

2023

    

2022

    

2022

Cash and due from banks

​

$

1,513,747

​

$

1,584,709

​

$

1,764,081

​

$

1,579,512

​

$

1,777,584

Federal funds sold

​

​

3,650

​

​

650

​

​

743

​

​

650

​

​

663

Assets segregated for regulatory purposes

​

​

47,491

​

​

50,711

​

​

36,199

​

​

67,737

​

​

109,358

Securities purchased under agreements to resell

​

​

123,719

​

​

143,982

​

​

144,201

​

​

118,070

​

​

145,365

Securities:

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

Trading, at fair value

​

​

578,901

​

​

696,649

​

​

692,908

​

​

755,032

​

​

641,864

Available for sale, at fair value, net (1)

​

​

1,456,238

​

​

1,526,869

​

​

1,641,571

​

​

1,658,766

​

​

1,584,724

Held to maturity, at amortized cost, net (1)

​

​

825,079

​

​

847,437

​

​

862,280

​

​

875,532

​

​

889,452

Equity, at fair value

​

​

264

​

​

258

​

​

231

​

​

200

​

​

209

​

​

​

2,860,482

​

​

3,071,213

​

​

3,196,990

​

​

3,289,530

​

​

3,116,249

Loans held for sale

​

 

1,058,806

​

​

1,333,044

​

​

1,040,138

​

​

982,616

​

​

1,003,605

Loans held for investment, net of unearned income

​

​

8,204,052

​

​

8,354,122

​

​

8,192,846

​

​

8,092,673

​

​

7,944,246

Allowance for credit losses

​

 

(110,822)

​

​

(109,306)

​

​

(97,354)

​

​

(95,442)

​

​

(91,783)

Loans held for investment, net

​

​

8,093,230

​

​

8,244,816

​

​

8,095,492

​

​

7,997,231

​

​

7,852,463

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Broker-dealer and clearing organization receivables

​

​

1,460,352

​

​

1,474,177

​

​

1,560,246

​

​

1,038,055

​

​

1,255,052

Premises and equipment, net

​

 

172,097

​

​

176,574

​

​

180,132

​

​

184,950

​

​

191,423

Operating lease right-of-use assets

​

 

93,057

​

​

97,979

​

​

100,122

​

​

102,443

​

​

103,099

Mortgage servicing assets

​

​

104,951

​

​

95,101

​

​

103,314

​

​

100,825

​

​

156,539

Other assets

​

​

588,751

​

​

588,166

​

​

529,438

​

​

518,899

​

​

624,235

Goodwill

​

​

267,447

​

​

267,447

​

​

267,447

​

​

267,447

​

​

267,447

Other intangible assets, net

​

​

9,078

​

​

9,772

​

​

10,544

​

​

11,317

​

​

12,209

Total assets

​

$

16,396,858

​

$

17,138,341

​

$

17,029,087

​

$

16,259,282

​

$

16,615,291

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deposits:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest-bearing

​

$

3,200,247

​

$

3,451,438

​

$

3,807,878

​

$

3,968,862

​

$

4,546,816

Interest-bearing

​

 

7,902,850

​

​

7,712,739

​

​

7,289,269

​

​

7,346,887

​

​

6,805,198

Total deposits

​

​

11,103,097

​

​

11,164,177

​

​

11,097,147

​

​

11,315,749

​

​

11,352,014

Broker-dealer and clearing organization payables

​

 

1,368,064

​

​

1,306,646

​

​

1,383,317

​

​

966,470

​

​

1,176,156

Short-term borrowings

​

​

882,999

​

​

1,628,637

​

​

1,572,794

​

​

970,056

​

​

942,309

Securities sold, not yet purchased, at fair value

​

​

51,527

​

​

74,761

​

​

51,497

​

​

53,023

​

​

99,515

Notes payable

​

​

347,020

​

​

364,531

​

​

376,410

​

​

346,654

​

​

390,354

Operating lease liabilities

​

​

114,334

​

​

119,999

​

​

122,878

​

​

126,759

​

​

120,635

Other liabilities

​

​

422,955

​

​

389,336

​

​

341,246

​

​

417,042

​

​

475,425

Total liabilities

​

​

14,289,996

​

​

15,048,087

​

​

14,945,289

​

​

14,195,753

​

​

14,556,408

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common stock

​

​

652

​

​

651

​

​

650

​

​

647

​

​

646

Additional paid-in capital

​

​

1,052,867

​

​

1,050,191

​

​

1,044,774

​

​

1,046,331

​

​

1,043,605

Accumulated other comprehensive loss

​

​

(145,083)

​

​

(131,718)

​

​

(125,461)

​

​

(133,531)

​

​

(119,864)

Retained earnings

​

​

1,171,250

​

​

1,144,624

​

​

1,136,901

​

​

1,123,636

​

​

1,107,586

Deferred compensation employee stock trust, net

​

​

340

​

​

450

​

​

446

​

​

481

​

​

479

Employee stock trust

​

​

(446)

​

​

(599)

​

​

(599)

​

​

(640)

​

​

(641)

Total Hilltop stockholders' equity

​

​

2,079,580

​

​

2,063,599

​

​

2,056,711

​

​

2,036,924

​

​

2,031,811

Noncontrolling interests

​

​

27,282

​

​

26,655

​

​

27,087

​

​

26,605

​

​

27,072

Total stockholders' equity

​

​

2,106,862

​

​

2,090,254

​

​

2,083,798

​

​

2,063,529

​

​

2,058,883

Total liabilities & stockholders' equity

​

$

16,396,858

​

$

17,138,341

​

$

17,029,087

​

$

16,259,282

​

$

16,615,291


(1)At September 30, 2023, the amortized cost of the available for sale securities portfolio was $1,606,340, while the fair value of the held to maturity securities portfolio was $703,366.

​

Graphic


​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Consolidated Income Statements

​

September 30,

​

June 30,

​

March 31,

​

December 31,

​

September 30,

​

(in 000's, except per share data)

    

2023

    

2023

    

2023

    

2022

    

2022

    

Interest income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans, including fees

​

$

142,402

​

$

138,397

​

$

123,379

​

$

117,906

​

$

109,165

​

Securities borrowed

​

​

17,683

​

​

18,515

​

​

17,068

​

​

14,162

​

​

10,938

​

Securities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Taxable

​

​

27,166

​

​

26,719

​

​

25,602

​

​

23,293

​

​

19,642

​

Tax-exempt

​

​

2,464

​

​

2,566

​

​

3,188

​

​

3,002

​

​

2,451

​

Other

​

​

27,040

​

​

27,229

​

​

22,190

​

​

21,611

​

​

14,276

​

Total interest income

​

​

216,755

​

​

213,426

​

​

191,427

​

​

179,974

​

​

156,472

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense:

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deposits

​

​

64,290

​

​

54,726

​

​

35,824

​

​

28,238

​

​

12,525

​

Securities loaned

​

​

16,169

​

​

16,413

​

​

15,346

​

​

13,179

​

​

9,407

​

Short-term borrowings

​

​

14,212

​

​

17,706

​

​

12,444

​

​

10,278

​

​

5,550

​

Notes payable

​

​

4,026

​

​

3,973

​

​

3,853

​

​

3,988

​

​

3,907

​

Other

​

​

2,408

​

​

2,342

​

​

2,255

​

​

849

​

​

1,597

​

Total interest expense

​

​

101,105

​

​

95,160

​

​

69,722

​

​

56,532

​

​

32,986

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net interest income

​

​

115,650

​

​

118,266

​

​

121,705

​

​

123,442

​

​

123,486

​

Provision for (reversal of) credit losses

​

​

(40)

​

​

14,836

​

​

2,331

​

​

3,638

​

​

(780)

​

Net interest income after provision for (reversal of) credit losses

​

​

115,690

​

​

103,430

​

​

119,374

​

​

119,804

​

​

124,266

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest income:

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net gains from sale of loans and other mortgage production income

​

​

47,262

​

​

48,535

​

​

39,966

​

​

35,949

​

​

57,998

​

Mortgage loan origination fees

​

​

41,478

​

​

41,440

​

​

28,777

​

​

35,198

​

​

39,960

​

Securities commissions and fees

​

​

28,044

​

​

29,606

​

​

31,223

​

​

33,143

​

​

34,076

​

Investment and securities advisory fees and commissions

​

​

39,662

​

​

32,037

​

​

26,848

​

​

30,661

​

​

35,031

​

Other

​

​

40,403

​

​

39,034

​

​

35,680

​

​

34,833

​

​

39,910

​

Total noninterest income

​

​

196,849

​

​

190,652

​

​

162,494

​

​

169,784

​

​

206,975

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest expense:

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Employees' compensation and benefits

​

​

173,195

​

​

176,908

​

​

167,817

​

​

167,892

​

​

200,450

​

Occupancy and equipment, net

​

​

21,912

​

​

23,025

​

​

22,865

​

​

23,077

​

​

25,041

​

Professional services

​

​

12,639

​

​

12,594

​

​

10,697

​

​

11,555

​

​

10,631

​

Other

​

​

52,271

​

​

54,450

​

​

49,091

​

​

50,844

​

​

52,616

​

Total noninterest expense

​

​

260,017

​

​

266,977

​

​

250,470

​

​

253,368

​

​

288,738

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income before income taxes

​

​

52,522

​

​

27,105

​

​

31,398

​

​

36,220

​

​

42,503

​

Income tax expense

​

 

13,211

​

​

7,167

​

​

3,630

​

​

9,642

​

​

9,249

​

Net income

​

​

39,311

​

​

19,938

​

​

27,768

​

​

26,578

​

​

33,254

​

Less: Net income attributable to noncontrolling interest

​

 

2,269

​

​

1,805

​

​

1,968

​

​

1,022

​

​

1,186

​

Income attributable to Hilltop

​

$

37,042

​

$

18,133

​

$

25,800

​

$

25,556

​

$

32,068

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per common share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.57

​

$

0.28

​

$

0.40

​

$

0.40

​

$

0.50

​

Diluted

​

$

0.57

​

$

0.28

​

$

0.40

​

$

0.39

​

$

0.50

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash dividends declared per common share

​

$

0.16

​

$

0.16

​

$

0.16

​

$

0.15

​

$

0.15

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

65,106

​

​

65,025

​

​

64,901

​

​

64,602

​

​

64,552

​

Diluted

​

​

65,108

​

​

65,054

​

​

64,954

​

​

64,779

​

​

64,669

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2023

Segment Results

​

​

​

​

​

​

​

Mortgage

    

​

​

    

All Other and

    

Hilltop

(in 000's)

    

Banking

    

Broker-Dealer

    

Origination

    

Corporate

    

Eliminations

    

Consolidated

Net interest income (expense)

​

$

99,047

​

$

12,215

​

$

(5,482)

​

$

(3,175)

​

$

13,045

​

$

115,650

Provision for (reversal of) credit losses

​

 

675

​

 

(715)

​

 

—

​

 

—

​

 

—

​

 

(40)

Noninterest income

​

 

11,668

​

 

106,488

​

 

88,747

​

 

3,159

​

 

(13,213)

​

 

196,849

Noninterest expense

​

 

56,887

​

 

97,865

​

 

91,505

​

 

13,937

​

 

(177)

​

 

260,017

Income (loss) before taxes

​

$

53,153

​

$

21,553

​

$

(8,240)

​

$

(13,953)

​

$

9

​

$

52,522

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2023

Segment Results

​

​

​

​

​

​

​

Mortgage

    

​

​

    

All Other and

    

Hilltop

(in 000's)

    

Banking

    

Broker-Dealer

    

Origination

    

Corporate

    

Eliminations

    

Consolidated

Net interest income (expense)

​

$

304,804

​

$

39,279

​

$

(15,590)

​

$

(9,976)

​

$

37,105

​

$

355,622

Provision for (reversal of) credit losses

​

 

17,175

​

 

(48)

​

​

—

​

​

—

​

​

—

​

 

17,127

Noninterest income

​

 

34,046

​

 

297,164

​

​

247,655

​

​

8,944

​

​

(37,815)

​

 

549,994

Noninterest expense

​

 

170,450

​

 

283,063

​

​

278,918

​

​

45,750

​

​

(717)

​

 

777,464

Income (loss) before taxes

​

$

151,225

​

$

53,428

​

$

(46,853)

​

$

(46,782)

​

$

7

​

$

111,025

​

Graphic


​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

September 30,

​

June 30,

​

March 31,

​

December 31,

​

September 30,

Selected Financial Data

​

2023

    

2023

    

2023

    

2022

    

2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Hilltop Consolidated:

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on average stockholders' equity

​

​

7.11%

​

​

3.53%

​

​

5.12%

​

​

4.99%

​

​

6.26%

Return on average assets

​

​

0.94%

​

​

0.47%

​

​

0.69%

​

​

0.63%

​

​

0.79%

Net interest margin (1)

​

​

3.02%

​

​

3.03%

​

​

3.28%

​

​

3.23%

​

​

3.19%

Net interest margin (taxable equivalent) (2):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As reported

​

​

3.04%

​

 

3.03%

​

​

3.28%

​

​

3.24%

​

​

3.20%

Impact of purchase accounting

​

 

7 bps

​

​

9 bps

​

​

6 bps

​

​

7 bps

​

​

8 bps

Book value per common share ($)

​

​

31.91

​

​

31.71

​

​

31.63

​

​

31.49

​

​

31.46

Shares outstanding, end of period (000's)

​

​

65,170

​

​

65,071

​

​

65,023

​

​

64,685

​

​

64,591

Dividend payout ratio (3)

​

​

28.12%

​

 

57.37%

​

​

40.25%

​

​

37.92%

​

​

30.19%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Banking Segment:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net interest margin (1)

​

​

3.08%

​

​

3.11%

​

​

3.40%

​

​

3.42%

​

​

3.42%

Net interest margin (taxable equivalent) (2):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As reported

​

​

3.09%

​

​

3.11%

​

​

3.41%

​

​

3.43%

​

​

3.43%

Impact of purchase accounting

​

​

8 bps

​

​

11 bps

​

​

7 bps

​

​

8 bps

​

​

10 bps

Accretion of discount on loans ($000's)

​

​

2,226

​

​

3,334

​

​

1,870

​

​

2,173

​

​

2,858

Net recoveries (charge-offs) ($000's)

​

​

1,556

​

​

(2,884)

​

​

(419)

​

​

21

​

​

(2,735)

Return on average assets

​

​

1.20%

​

​

0.89%

​

​

1.44%

​

​

1.31%

​

​

1.41%

Fee income ratio

​

​

10.5%

​

​

10.0%

​

​

9.6%

​

​

9.8%

​

​

9.9%

Efficiency ratio

​

​

51.4%

​

​

51.2%

​

​

48.4%

​

​

48.9%

​

​

48.9%

Employees' compensation and benefits ($000's)

​

​

30,641

​

​

30,603

​

​

32,681

​

​

34,526

​

​

35,934

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Broker-Dealer Segment:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net revenue ($000's) (4)

​

​

118,703

​

​

113,241

​

​

104,498

​

​

106,919

​

​

114,184

Employees' compensation and benefits ($000's)

​

​

69,930

​

​

65,290

​

​

62,429

​

​

60,552

​

​

70,274

Variable compensation expense ($000's)

​

​

39,929

​

​

34,798

​

​

30,821

​

​

32,042

​

​

42,567

Compensation as a % of net revenue

​

​

58.9%

​

​

57.7%

​

​

59.7%

​

​

56.6%

​

​

61.5%

Pre-tax margin (5)

​

​

18.2%

​

​

16.3%

​

​

12.8%

​

​

18.5%

​

​

15.3%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mortgage Origination Segment:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mortgage loan originations - volume ($000's):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Home purchases

​

​

2,091,444

​

​

2,301,007

​

​

1,607,330

​

​

1,895,731

​

​

2,832,136

Refinancings

​

​

152,257

​

​

150,643

​

​

125,423

​

​

147,511

​

​

211,075

Total mortgage loan originations - volume

​

​

2,243,701

​

​

2,451,650

​

​

1,732,753

​

​

2,043,242

​

​

3,043,211

Mortgage loan sales - volume ($000's)

​

​

2,395,357

​

​

2,115,706

​

​

1,661,521

​

​

2,038,990

​

​

3,419,950

Net gains from mortgage loan sales (basis points):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans sold to third parties

​

​

199

​

​

207

​

​

193

​

​

211

​

​

227

Impact of loans retained by banking segment

​

​

(1)

​

​

(6)

​

​

(7)

​

​

(19)

​

​

(9)

As reported

​

​

198

​

​

201

​

​

186

​

​

192

​

​

218

Mortgage servicing rights asset ($000's) (6)

​

​

104,951

​

​

95,101

​

​

103,314

​

​

100,825

​

​

156,539

Employees' compensation and benefits ($000's)

​

​

64,016

​

​

70,982

​

​

62,355

​

​

64,940

​

​

86,079

Variable compensation expense ($000's)

​

​

33,070

​

​

36,249

​

​

25,573

​

​

26,724

​

​

44,312


(1)Net interest margin is defined as net interest income divided by average interest-earning assets.
(2)Net interest margin (taxable equivalent), a non-GAAP measure, is defined as taxable equivalent net interest income divided by average interest-earning assets. Taxable equivalent adjustments are based on the applicable 21% federal income tax rate for all periods presented. The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest margins for all earning assets, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. The taxable equivalent adjustments to interest income for Hilltop (consolidated) were $0.6 million, $0.1 million, $0.1 million, $0.3 million and $0.4 million, respectively, for the periods presented and for the banking segment were $0.2 million for each of the periods presented.
(3)Dividend payout ratio is defined as cash dividends declared per common share divided by basic earnings per common share.
(4)Net revenue is defined as the sum of total broker-dealer net interest income and total broker-dealer noninterest income.
(5)Pre-tax margin is defined as income before income taxes divided by net revenue.
(6)Reported on a consolidated basis and therefore does not include mortgage servicing rights assets related to loans serviced for the banking segment, which are eliminated in consolidation.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30,

​

June 30,

​

March 31,

​

December 31,

​

September 30,

Capital Ratios

    

2023

    

2023

    

2023

    

2022

    

2022

Tier 1 capital (to average assets):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PlainsCapital

​

 

10.62%

​

 

10.28%

​

​

10.69%

​

​

10.26%

​

​

10.29%

Hilltop

​

​

11.92%

​

 

11.47%

​

​

11.82%

​

​

11.47%

​

​

11.41%

Common equity Tier 1 capital (to risk-weighted assets):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PlainsCapital

​

​

15.31%

​

 

14.48%

​

​

14.97%

​

​

14.98%

​

​

14.68%

Hilltop

​

 

18.60%

​

 

17.61%

​

​

17.99%

​

​

18.23%

​

​

17.45%

Tier 1 capital (to risk-weighted assets):

​

 

​

​

 

​

​

​

​

​

​

​

​

​

​

PlainsCapital

​

​

15.31%

​

 

14.48%

​

​

14.97%

​

​

14.98%

​

​

14.68%

Hilltop

​

 

18.60%

​

 

17.61%

​

​

17.99%

​

​

18.23%

​

​

17.45%

Total capital (to risk-weighted assets):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PlainsCapital

​

 

16.45%

​

 

15.56%

​

​

15.94%

​

​

15.91%

​

​

15.54%

Hilltop

​

​

21.54%

​

 

20.41%

​

​

20.75%

​

​

20.98%

​

​

20.07%

​

Graphic


​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30,

​

June 30,

​

March 31,

​

December 31,

​

September 30,

Non-Performing Assets Portfolio Data

    

2023

    

2023

    

2023

    

2022

    

2022

Loans accounted for on a non-accrual basis ($000's):

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial real estate

​

​

7,339

​

​

3,552

​

​

1,973

​

​

4,269

​

​

4,735

Commercial and industrial

​

​

10,190

​

​

21,442

​

​

10,807

​

​

9,095

​

​

12,078

Construction and land development

​

​

760

​

​

593

​

​

199

​

​

198

​

​

1

1-4 family residential

​

​

13,202

​

​

13,360

​

​

14,387

​

​

15,941

​

​

16,968

Consumer

​

​

7

​

​

9

​

​

12

​

​

14

​

​

16

Broker-dealer

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

31,498

​

​

38,956

​

​

27,378

​

​

29,517

​

​

33,798

Troubled debt restructurings included in accruing loans held for investment ($000's) (1)

​

​

—

​

​

—

​

​

—

​

​

803

​

​

825

Non-performing loans ($000's) (1)

​

​

31,498

​

​

38,956

​

​

27,378

​

​

30,320

​

​

34,623

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-performing loans as a % of total loans ($000's) (1)

​

 

0.34%

​

 

0.40%

​

​

0.30%

​

​

0.33%

​

​

0.39%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other real estate owned ($000's)

​

​

5,386

​

​

3,481

​

​

3,202

​

​

2,325

​

​

1,637

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other repossessed assets ($000's)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-performing assets ($000's) (1)

​

​

36,884

​

​

42,437

​

​

30,580

​

​

32,645

​

​

36,260

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-performing assets as a % of total assets ($000's) (1)

​

​

0.22%

​

 

0.25%

​

​

0.18%

​

​

0.20%

​

​

0.22%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans past due 90 days or more and still accruing ($000's) (2)

​

​

106,346

​

​

130,036

​

​

114,523

​

​

92,099

​

​

96,532


(1)Effective January 1, 2023, we adopted Accounting Standards Update (“ASU”) 2022-02 which eliminated the recognition and measurement guidance on troubled debt restructurings for creditors. Therefore, we no longer present troubled debt restructurings as a component of non-performing loans and assets.
(2)Loans past due 90 days or more and still accruing were primarily comprised of loans held for sale and guaranteed by U.S. government agencies, including loans that are subject to repurchase, or have been repurchased, by PrimeLending.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

​

​

2023

​

2022

​

​

    

Average

    

Interest

    

Annualized

    

Average

    

Interest

    

Annualized

    

​

​

Outstanding

​

Earned

​

Yield or

​

Outstanding

​

Earned

​

Yield or

​

Net Interest Margin (Taxable Equivalent) Details (1)

​

Balance

​

or Paid

​

Rate

​

Balance

​

or Paid

​

Rate

​

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-earning assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans held for sale

​

$

1,075,518

​

$

15,649

 

5.82

%  

$

1,166,265

​

$

14,414

 

4.94

%  

Loans held for investment, gross (2)

​

​

7,972,604

​

​

126,753

 

6.31

%  

​

7,911,833

​

​

94,751

 

4.75

%  

Investment securities - taxable

​

 

2,690,977

​

​

27,166

 

4.04

%  

​

2,883,412

​

​

19,642

 

2.72

%  

Investment securities - non-taxable (3)

​

 

315,294

​

​

3,069

 

3.89

%  

​

312,312

​

​

2,817

 

3.61

%  

Federal funds sold and securities purchased under agreements to resell

​

 

142,324

​

 

2,313

 

6.45

%  

 

137,728

​

 

1,309

 

3.77

%  

Interest-bearing deposits in other financial institutions

​

 

1,550,991

​

 

20,320

 

5.20

%  

 

1,780,220

​

 

9,542

 

2.13

%  

Securities borrowed

​

​

1,371,625

​

​

17,683

 

5.04

%  

​

1,116,837

​

 

10,938

 

3.83

%  

Other

​

 

69,827

​

 

4,407

 

25.04

%  

 

56,331

​

 

3,425

 

24.12

%  

Interest-earning assets, gross (3)

​

 

15,189,160

​

 

217,360

 

5.68

%  

 

15,364,938

​

 

156,838

 

4.05

%  

Allowance for credit losses

​

 

(110,398)

​

​

​

​

​

​

 

(95,083)

​

​

​

​

​

​

Interest-earning assets, net

​

 

15,078,762

​

​

​

​

​

​

 

15,269,855

​

​

​

​

​

​

Noninterest-earning assets

​

 

1,448,834

​

​

​

​

​

​

 

1,399,228

​

​

​

​

​

​

Total assets

​

$

16,527,596

​

​

​

​

​

​

$

16,669,083

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities and Stockholders' Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-bearing liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-bearing deposits

​

$

7,893,384

​

$

64,290

 

3.23

%  

$

7,136,779

​

$

12,525

 

0.70

%  

Securities loaned

​

​

1,303,883

​

​

16,169

​

4.92

%  

​

980,530

​

​

9,407

​

3.81

%  

Notes payable and other borrowings

​

 

1,527,371

​

 

20,646

 

5.36

%  

 

1,262,985

​

 

11,054

 

3.47

%  

Total interest-bearing liabilities

​

 

10,724,638

​

 

101,105

 

3.74

%  

 

9,380,294

​

 

32,986

 

1.40

%  

Noninterest-bearing liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest-bearing deposits

​

 

3,347,752

​

​

​

​

​

​

 

4,543,067

​

​

​

​

​

​

Other liabilities

​

 

362,133

​

​

​

​

​

​

 

685,843

​

​

​

​

​

​

Total liabilities

​

 

14,434,523

​

​

​

​

​

​

 

14,609,204

​

​

​

​

​

​

Stockholders’ equity

​

 

2,066,564

​

​

​

​

​

​

 

2,032,717

​

​

​

​

​

​

Noncontrolling interest

​

 

26,509

​

​

​

​

​

​

 

27,162

​

​

​

​

​

​

Total liabilities and stockholders' equity

​

$

16,527,596

​

​

​

​

​

​

$

16,669,083

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net interest income (3)

​

​

​

​

$

116,255

​

​

​

​

​

​

$

123,852

​

​

​

Net interest spread (3)

​

​

​

​

​

​

 

1.94

%  

​

​

​

​

​

 

2.65

%  

Net interest margin (3)

​

​

​

​

​

​

 

3.04

%  

​

​

​

​

​

 

3.20

%  

​

​

​


(1)Information presented on a consolidated basis.
(2)Average balance includes non-accrual loans.
(3)Presented on a taxable-equivalent basis with annualized taxable equivalent adjustments based on the applicable 21% federal income tax rate for the periods presented. The adjustment to interest income was $0.6 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively.

​

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Conference Call Information

Hilltop will host a live webcast and conference call at 8:00 AM Central (9:00 AM Eastern) on Friday, October 20, 2023. Hilltop President and CEO Jeremy B. Ford and Hilltop CFO William B. Furr will review third quarter 2023 financial results. Interested parties can access the conference call by dialing 1-888-259-6580 (North America) and then using the access code 31393751. The conference call also will be webcast simultaneously on Hilltop’s Investor Relations website (http://ir.hilltop-holdings.com).

​

About Hilltop

Hilltop Holdings is a Dallas-based financial holding company. Its primary line of business is to provide business and consumer banking services from offices located throughout Texas through PlainsCapital Bank. PlainsCapital Bank’s wholly owned subsidiary, PrimeLending, provides residential mortgage lending throughout the United States. Hilltop Holdings’ broker-dealer subsidiaries, Hilltop Securities Inc. and Momentum Independent Network Inc., provide a full complement of securities brokerage, institutional and investment banking services in addition to clearing services and retail financial advisory. At September 30, 2023, Hilltop employed approximately 3,900 people and operated approximately 336 locations in 48 states. Hilltop Holdings’ common stock is listed on the New York Stock Exchange under the symbol “HTH.” Find more information at Hilltop-Holdings.com, PlainsCapital.com, PrimeLending.com and HilltopSecurities.com.

​

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we do not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning such things as our plans, objectives, strategies, expectations, intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,” “believes,” “building,” “continue,” “could,” “drive,” “estimates,” “expects,” “extent,” “focus,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plan,” “position,” “probable,” “progressing,” “projects,” “prudent,” “seeks,” “should,” “target,” “view,” “will” or “would” or the negative of these words and phrases or similar words or phrases. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: (i) the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs; (ii) effectiveness of our data security controls in the face of cyber attacks and any legal, reputational and financial risks following a cybersecurity incident; (iii) changes in general economic, market and business conditions in areas or markets where we compete, including changes in the price of crude oil; (iv) changes in the interest rate environment; (v) risks associated with concentration in real estate related loans and (vi) disruptions to the economy and the U.S. banking system caused by bank failures during early 2023, risks associated with uninsured deposits and responsive measures by federal or state governments or banking regulators, including increases in the cost of our deposit insurance assessments. For further discussion of such factors, see the risk factors described in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other reports that are filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

​

Source: Hilltop Holdings Inc.

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