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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Hilltop Holdings Inc.a14-7266_18k.htm

Exhibit 99.1

 

 

Investor Relations Contact:

 

Isabell Novakov

 

214-252-4029

 

inovakov@plainscapital.com

 

Hilltop Holdings Inc. Announces Financial Results for Fourth Quarter and Full Year 2013

 

DALLAS — (BUSINESS WIRE) March 3, 2014 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”), the parent company of PlainsCapital Corporation (“PlainsCapital”), announced financial results for the fourth quarter and full year 2013.  PlainsCapital, through its operating subsidiaries PlainsCapital Bank (the “Bank”), PrimeLending and First Southwest, provides banking, mortgage origination and financial advisory services, respectively.  Hilltop’s insurance subsidiary, National Lloyds Corporation (“NLC”), provides property and casualty insurance.

 

Hilltop produced income to common stockholders of $29.5 million, or $0.34 per diluted share, for the fourth quarter of 2013, compared to $8.6 million, or $0.13 per diluted share, for the fourth quarter of 2012. Income to common stockholders for the third quarter of 2013 was revised to $38.2 million, or $0.43 per diluted share, an increase from previously reported operating results due to adjustments to the preliminary bargain purchase gain associated with the acquisition of substantially all of the assets and assumption of substantially all of the liabilities of First National Bank, Edinburg, Texas, from the Federal Deposit Insurance Corporation, as receiver, on September 13, 2013 (“FNB Transaction”). Income to common stockholders for the full year 2013 was $121.0 million, or $1.40 per diluted share. Hilltop’s annualized return on average assets and return on average equity for the fourth quarter of 2013 were 1.34% and 10.97%, respectively. The return on average assets and return on average equity for the full year 2013 were 1.67% and 11.00%, respectively.

 

“2013 was a strong and rewarding year for Hilltop’s shareholders, employees and customers. The bank’s operating results drove our earnings and every business segment was profitable in 2013. Our mortgage origination and financial advisory businesses performed well in the face of continued challenges in their respective industries. We also were able to effectively deploy excess capital and grow our balance sheet and commercial banking business through the FNB Transaction. This transaction put us in every major Texas market and improved the composition of our balance sheet and funding profile. We enter 2014 optimistic and well-positioned, but cautious given the current headwinds in our operating environments.” said Jeremy Ford, CEO of Hilltop.

 

Fourth Quarter 2013 Highlights for Hilltop:

 

·                  Hilltop’s total assets decreased to $8.9 billion at December 31, 2013, compared to $9.1 billion at September 30, 2013;

·                  Total stockholders’ equity increased by $105.6 million from September 30, 2013 to $1.3 billion at December 31, 2013;

·                  Loans held for investment, net of allowance for loan losses, increased by 2.6% to $4.5 billion (including covered and non-covered loans(1)), and loans held for sale increased by 4.0% to $1.1 billion, from September 30, 2013 to December 31, 2013;

·                  Total deposits decreased by $214.1 million from September 30, 2013 to $6.7 billion at December 31, 2013;

·                  Hilltop was well-capitalized with a Tier 1 Leverage Ratio(2) of 12.81% and Total Capital Ratio of 19.13% at December 31, 2013; and

 


(1)  Loan portfolio includes “covered loans” acquired in the FNB Transaction that are subject to loss-share agreements with the FDIC, while all other loans are referred to as “non-covered loans.”

(2)  Based on the end of period Tier 1 capital divided by total average assets during the fourth quarter 2013 excluding goodwill and intangible assets.

 

GRAPHIC

 



 

·                  Hilltop continues to retain approximately $164 million of freely usable cash at December 31, 2013, following the redemption of the senior exchangeable notes held by its insurance company subsidiaries for cash in the fourth quarter and a $35 million capital contribution to the Bank in connection with the FNB Transaction in the third quarter.

 

For the fourth quarter of 2013, taxable equivalent net interest income was $88.6 million compared with $71.9 million in the third quarter of 2013, a 23.2% increase. The consolidated taxable equivalent net interest margin was 4.52% for the fourth quarter of 2013, a six basis point increase from 4.46% in the third quarter of 2013.  During the fourth quarter, the consolidated taxable equivalent net interest margin was impacted by accretion of discount on loans of $19.6 million, amortization of premium on acquired securities of $1.1 million and amortization of premium on acquired time deposits of $2.6 million.

 

For the fourth quarter of 2013, noninterest income was $182.5 million compared with $215.1 million in the third quarter of 2013, a 15.2% decrease. The decline was driven by lower mortgage origination volumes, as well as a preliminary bargain purchase gain booked to the third quarter of 2013 that was revised upward. Net gains from sale of loans, other mortgage production income and mortgage loan origination fees declined $29.3 million from the third quarter of 2013 to $98.1 million in the fourth quarter of 2013. Mortgage loan originations totaled $2.3 billion in the fourth quarter of 2013, versus $2.9 billion in the third quarter of 2013, due to seasonally lower volume and rising interest rates. Net premiums earned increased to $41.5 million in the fourth quarter of 2013 from $40.0 million in the third quarter of 2013, which is primarily attributable to rate increases in homeowners and mobile home products. Advisory fees and commissions from our financial advisory segment were $22.8 million in the fourth quarter of 2013 and $22.3 million in the third quarter of 2013, as rising interest rates and volatility in fixed income markets continue to pressure financial advisory fees and fixed income sales.  We recorded an upward revision to the pre-tax bargain purchase gain associated with the FNB Transaction in the third quarter to $12.6 million, from the preliminary bargain purchase gain initially recorded of $3.3 million.

 

For the fourth quarter of 2013, noninterest expense was $219.8 million compared with $216.6 million in the third quarter of 2013, a 1.5% increase. Employees’ compensation and benefits declined $6.8 million, or 5.7%, to $112.4 million in the fourth quarter of 2013, primarily due to lower variable compensation tied to mortgage origination volume, offset by a full quarter of FNB compensation expense. Salaries and benefit expenses at the mortgage origination segment specifically declined approximately 9% between the third and fourth quarter, as the benefits of the headcount reductions in the third quarter were realized. Loss and loss adjustment expenses declined to $16.8 million in the fourth quarter of 2013 from $24.6 million in the third quarter of 2013. This was driven by seasonality and lower claims volume. Primarily due to the FNB Transaction, occupancy and equipment expense increased by $4.7 million from the third quarter of 2013 to $25.7 million in the fourth quarter of 2013 and other noninterest expense increased to $52.7 million in the fourth quarter of 2013 from $40.1 million in the third quarter of 2013. Amortization of identifiable intangibles from purchase accounting was $2.6 million for the fourth quarter of 2013.

 

For the fourth quarter of 2013, the provision for loan losses was $2.2 million, compared to $10.7 million for the third quarter of 2013. The fourth quarter of 2013 provision included provisions for loan losses related to newly originated loans and acquired loans without credit impairment at acquisition of $1.6 million and purchased credit impaired (“PCI”) loans of $1.0 million. Net charge-offs on non-covered loans for the fourth quarter of 2013 were $1.1 million, and the allowance for non-covered loan losses was $33.2 million, or 0.95% of total non-covered loans at December 31, 2013. Non-covered, non-performing assets at December 31, 2013 were $28.2 million, or 0.32% of total assets, compared to $30.5 million, or 0.34% of total assets, at September 30, 2013.

 

In the fourth quarter, HTH Operating Partnership LP, a wholly-owned subsidiary of Hilltop, completed the call of its outstanding 7.5% Senior Exchangeable Notes due 2025 (the “Notes”). There were $90.9 million in aggregate principal amount of the Notes outstanding, including $6.9 million aggregate principal amount held by our insurance

 



 

company subsidiaries. The Notes held by third party investors with a par value of $84.0 million were exchanged for 6.2 million shares of Hilltop common stock. The $6.9 million aggregate principal amount of Notes held by the insurance company subsidiaries were settled for $11.1 million in cash, resulting in a $3.7 million gain for the insurance company subsidiaries that was eliminated in consolidation.

 

Condensed Balance Sheet

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

($000s)

 

2013

 

2013

 

2013

 

2013

 

Cash and due from banks

 

713,099

 

976,188

 

596,351

 

588,838

 

Securities

 

1,261,989

 

1,322,635

 

1,106,379

 

1,207,274

 

Loans held for sale

 

1,089,039

 

1,046,801

 

1,412,960

 

1,242,322

 

Non-covered loans, net of unearned income

 

3,514,646

 

3,310,224

 

3,253,001

 

3,248,367

 

Allowance for loan losses

 

(33,241

)

(33,180

)

(26,237

)

(16,637

)

Non-covered loans, net of allowance for loan losses

 

3,481,405

 

3,277,044

 

3,226,764

 

3,231,730

 

Covered loans, net of allowance for loan losses

 

1,005,308

 

1,096,590

 

 

 

Covered other real estate owned

 

142,833

 

119,670

 

 

 

FDIC indemnification asset

 

188,291

 

190,041

 

 

 

Premises and equipment, net

 

198,468

 

187,857

 

110,937

 

111,894

 

All other assets

 

822,791

 

876,766

 

949,412

 

834,852

 

Total assets

 

8,903,223

 

9,093,592

 

7,402,803

 

7,216,910

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

6,722,019

 

6,936,162

 

4,496,469

 

4,758,438

 

Short-term borrowings

 

342,087

 

305,297

 

1,003,804

 

576,730

 

Notes payable

 

56,327

 

140,111

 

139,938

 

140,747

 

All other liabilities

 

470,868

 

505,669

 

590,792

 

562,410

 

Total liabilities

 

7,591,301

 

7,887,239

 

6,231,003

 

6,038,325

 

Total Hilltop stockholders’ equity

 

1,311,141

 

1,205,475

 

1,170,895

 

1,177,809

 

Noncontrolling interest

 

781

 

878

 

905

 

776

 

Total liabilities & stockholders’ equity

 

8,903,223

 

9,093,592

 

7,402,803

 

7,216,910

 

 

 

 

Three Months Ended

 

Year Ended

 

Condensed Income Statement

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

($000s)

 

2013

 

2013

 

2013

 

2013

 

2013

 

Interest income

 

98,601

 

79,702

 

76,168

 

74,604

 

329,075

 

Interest expense

 

10,002

 

7,786

 

7,743

 

7,343

 

32,874

 

Net interest income

 

88,599

 

71,916

 

68,425

 

67,261

 

296,201

 

Provision for loan losses

 

2,206

 

10,658

 

11,289

 

13,005

 

37,158

 

Net interest income after provision for loan losses

 

86,393

 

61,258

 

57,136

 

54,256

 

259,043

 

Noninterest income

 

182,479

 

215,095

 

239,233

 

213,278

 

850,085

 

Noninterest expense

 

219,752

 

216,592

 

260,400

 

214,991

 

911,735

 

Income before income taxes

 

49,120

 

59,761

 

35,969

 

52,543

 

197,393

 

Income tax expense

 

18,090

 

20,115

 

13,309

 

19,170

 

70,684

 

Net income

 

31,030

 

39,646

 

22,660

 

33,373

 

126,709

 

Less: Net income attributable to noncontrolling interest

 

160

 

339

 

568

 

300

 

1,367

 

Income attributable to Hilltop

 

30,870

 

39,307

 

22,092

 

33,073

 

125,342

 

Dividends on preferred stock

 

1,342

 

1,133

 

1,149

 

703

 

4,327

 

Income applicable to Hilltop common stockholders

 

29,528

 

38,174

 

20,943

 

32,370

 

121,015

 

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

Selected Financial Data

 

2013

 

2013

 

2013

 

2013

 

2013

 

Return on average stockholders’ equity

 

10.97

%

13.02

%

7.29

%

11.46

%

11.00

%

Return on average assets

 

1.34

%

2.07

%

1.24

%

1.87

%

1.67

%

Net interest margin (taxable equivalent)

 

4.52

%

4.46

%

4.33

%

4.35

%

4.47

%

Earnings per common share ($):

 

 

 

 

 

 

 

 

 

 

 

Basic

 

0.34

 

0.45

 

0.25

 

0.39

 

1.43

 

Diluted

 

0.34

 

0.43

 

0.24

 

0.39

 

1.40

 

Weighted average shares outstanding (000’s):

 

 

 

 

 

 

 

 

 

 

 

Basic

 

87,027

 

83,493

 

83,490

 

83,487

 

84,382

 

Diluted

 

87,871

 

90,460

 

90,294

 

83,743

 

90,331

 

Book value per share ($)

 

13.27

 

13.00

 

12.59

 

12.74

 

13.27

 

Shares outstanding (000’s)

 

90,176

 

83,959

 

83,956

 

83,487

 

90,176

 

 



 

 

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

Capital Ratios

 

2013

 

2013

 

2013

 

2013

 

 

 

 

 

 

 

 

 

 

 

Tier 1 capital (to average quarterly assets):

 

 

 

 

 

 

 

 

 

Bank

 

9.29

%

11.05

%

9.74

%

9.22

%

Hilltop

 

12.81

%

13.96

%

13.66

%

13.39

%

Tier 1 capital (to risk-weighted assets):

 

 

 

 

 

 

 

 

 

Bank

 

13.38

%

12.76

%

12.77

%

12.21

%

Hilltop

 

18.53

%

16.56

%

18.35

%

18.21

%

Total capital (to risk-weighted assets):

 

 

 

 

 

 

 

 

 

Bank

 

14.00

%

13.36

%

13.35

%

12.59

%

Hilltop

 

19.13

%

17.14

%

18.90

%

18.58

%

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31, 2013

 

December 31, 2013

 

 

 

Average

 

Interest

 

Annualized

 

Average

 

Interest

 

Annualized

 

 

 

Outstanding

 

Earned or

 

Yield or

 

Outstanding

 

Earned or

 

Yield or

 

Net Interest Margin Analysis ($000)

 

Balance

 

Paid

 

Rate

 

Balance

 

Paid

 

Rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, gross

 

$

5,313,671

 

$

86,098

 

6.41

%

$

4,584,079

 

$

284,782

 

6.21

%

Investment securities - taxable

 

1,097,746

 

7,484

 

2.74

%

993,389

 

27,078

 

2.75

%

Investment securities - non-taxable

 

185,862

 

1,771

 

3.81

%

192,933

 

7,150

 

3.71

%

Federal funds sold and securities purchased under agreements to resell

 

30,120

 

22

 

0.29

%

27,996

 

113

 

0.40

%

Interest-bearing deposits in other financial institutions

 

966,112

 

991

 

0.26

%

727,284

 

1,848

 

0.25

%

Other

 

155,331

 

2,819

 

6.71

%

160,320

 

10,479

 

6.11

%

Interest-earning assets, gross

 

7,748,842

 

99,185

 

5.05

%

6,686,001

 

331,450

 

4.96

%

Allowance for loan losses

 

(34,841

)

 

 

 

 

(22,906

)

 

 

 

 

Interest-earning assets, net

 

7,714,001

 

 

 

 

 

6,663,095

 

 

 

 

 

Noninterest-earning assets

 

1,254,877

 

 

 

 

 

985,308

 

 

 

 

 

Total assets

 

$

8,968,878

 

 

 

 

 

$

7,648,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

$

6,477,315

 

$

4,336

 

0.27

%

$

5,088,963

 

$

14,877

 

0.29

%

Notes payable and other borrowings

 

519,685

 

5,666

 

3.73

%

709,642

 

17,997

 

2.19

%

Total interest-bearing liabilities

 

6,997,000

 

10,002

 

0.56

%

5,798,605

 

32,874

 

0.56

%

Noninterest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

332,069

 

 

 

 

 

203,996

 

 

 

 

 

Other liabilities

 

379,660

 

 

 

 

 

449,197

 

 

 

 

 

Total liabilities

 

7,708,729

 

 

 

 

 

6,451,798

 

 

 

 

 

Stockholders’ equity

 

1,259,605

 

 

 

 

 

1,195,961

 

 

 

 

 

Noncontrolling interest

 

544

 

 

 

 

 

644

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

8,968,878

 

 

 

 

 

$

7,648,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$

89,183

 

 

 

 

 

$

298,576

 

 

 

Net interest spread

 

 

 

 

 

4.49

%

 

 

 

 

4.40

%

Net interest margin

 

 

 

 

 

4.52

%

 

 

 

 

4.47

%

 

Conference Call Information

 

Hilltop will host a live webcast and conference call at 8:00 AM Central (9:00 AM Eastern), Tuesday, March 4, 2014. Hilltop President and CEO Jeremy B. Ford and other key management members will discuss 2013 year end results. Interested parties can access the conference call by dialing 1-888-317-6016 (domestic) or 1-412-317-6016 (international). 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. Through its wholly owned subsidiary, PlainsCapital Corporation, a regional commercial banking franchise, it has three operating subsidiaries: PlainsCapital Bank, PrimeLending, and First Southwest. Through Hilltop Holdings’ other wholly owned subsidiary, National Lloyds Corporation, it provides property and casualty insurance through two insurance companies, National Lloyds Insurance Company and American Summit Insurance Company. At December 31, 2013, Hilltop employed approximately 4,550 people and operated approximately 400 locations in 45 states. Hilltop Holdings common stock is listed on the New York Stock Exchange under the symbol “HTH.” Find more information at Hilltop-Holdings.com and PlainsCapital.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 Hilltop’s actual results, performance or achievements to be materially different from any expected future results, performance or achievements. Forward-looking statements speak only as of the date they are made and, except as required by law, Hilltop does not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the future financial and operating results, our plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) risks associated with merger and acquisition integration; (ii) our ability to estimate loan losses; (iii) changes in the default rate of our loans; (iv) risks associated with concentration in real estate related loans; (v) our ability to obtain reimbursements for losses on acquired loans under loss-share agreements with the Federal Deposit Insurance Corporation; (vi) changes in general economic, market and business conditions in areas or markets where we compete; (vii) severe catastrophic events in our geographic area; (viii) changes in the interest rate environment; (ix) cost and availability of capital; (x) changes in state and federal laws, regulations or policies affecting one or more of our business segments, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act; (xi) our ability to use net operating loss carry forwards to reduce future tax payments; (xii) approval of new, or changes in, accounting policies and practices; (xiii) changes in key management; (xiv) competition in our banking, mortgage origination, financial advisory and insurance segments from other banks and financial institutions, as well as insurance companies, mortgage bankers, investment banking and financial advisory firms, asset-based non-bank lenders and government agencies; (xv) risks related to our proposal to acquire SWS Group, Inc.; (xvi) failure of our insurance segment reinsurers to pay obligations under reinsurance contracts; (xvii) our ability to use excess cash in an effective manner, including the execution of successful acquisitions; and (xviii) our participation in governmental programs, including the Small Business Lending Fund.  For more information, see the risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2013 and other reports filed with the Securities and Exchange Commission.

 

Source: Hilltop Holdings Inc.