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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Hilltop Holdings Inc.a14-11978_18k.htm

Exhibit 99.1

 

 

Investor Relations Contact:

 

Isabell Novakov

 

214-252-4029

 

inovakov@plainscapital.com

 

Hilltop Holdings Inc. Announces Financial Results for First Quarter 2014

 

DALLAS — (BUSINESS WIRE) May 5, 2014 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”), the parent company of PlainsCapital Corporation (“PlainsCapital”), announced financial results for the first quarter of 2014.  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 $23.8 million, or $0.26 per diluted share, for the first quarter of 2014, compared to $32.4 million, or $0.39 per diluted share, for the first quarter of 2013. Hilltop’s annualized return on average assets and return on average equity for the first quarter of 2014 were 1.14% and 7.65%, respectively. The return on average assets and return on average equity for the first quarter of 2013 were 1.87% and 11.46%, respectively.

 

“Hilltop was able to achieve good results in the first quarter, even as we work through costs of the First National Bank integration and continue to face market pressures in our mortgage and financial advisory businesses. The Bank organically grew its loan portfolio, while favorably resolving problem assets acquired in the FNB Transaction. Origination volume of our mortgage segment was stronger than industry trends, and our insurance segment produced impressive results as we start to see the effects of initiatives put in place in the second half of 2013.” said Jeremy Ford, CEO of Hilltop.

 

“We also continue to be excited about our proposed acquisition of SWS and the ability to combine its respected employees and customers with our strong platform. This transaction is part of our focused strategy to build a premier Texas-based bank and prominent diversified financial services company.”

 

First Quarter 2014 Highlights for Hilltop:

 

·                  Hilltop’s total assets increased to $9.0 billion at March 31, 2014, compared to $8.9 billion at December 31, 2013;

·                  Total stockholders’ equity increased by $43.3 million from December 31, 2013 to $1.4 billion at March 31, 2014;

·                  Non-covered loans(1) held for investment, net of allowance for loan losses, increased by 3.8% to $3.6 billion, and covered loans(1), net of allowance for loan losses, decreased by 9.5% to $909.8 million from December 31, 2013 to March 31, 2014;

·                  Loans held for sale decreased by 18.5% to $887.2 million, from December 31, 2013 to March 31, 2014;

·                  Total deposits decreased by $59.7 million from December 31, 2013 to $6.7 billion at March 31, 2014;

·                  Hilltop was well-capitalized with a Tier 1 Leverage Ratio(2) of 13.12% and Total Capital Ratio of 19.32% at March 31, 2014; and

·                  Hilltop continues to retain approximately $157 million of freely usable cash, as well as excess capital at our subsidiaries, at March 31, 2014.

 


(1)  “Covered loans” refers to 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 first quarter of 2014 excluding goodwill and intangible assets.

 

GRAPHIC

 



 

For the first quarter of 2014, consolidated taxable equivalent net interest income was $86.0 million compared with $67.9 million in the first quarter of 2013, a 26.7% increase primarily due to the inclusion of operations acquired in the FNB Transaction. The consolidated taxable equivalent net interest margin was 4.62% for the first quarter of 2014, a ten basis point increase from 4.52% in the fourth quarter of 2013.  During the first quarter of 2014, the consolidated taxable equivalent net interest margin was impacted by accretion of discount on loans of $18.0 million, amortization of premium on acquired securities of $1.0 million and amortization of premium on acquired time deposits of $2.5 million.

 

For the first quarter of 2014, noninterest income was $170.1 million compared to $213.3 million in the first quarter of 2013, a 20.2% decrease. The decline was driven mainly by lower mortgage origination volumes, offset by growth in net insurance premiums earned and other noninterest income. Net gains from sale of loans, other mortgage production income and mortgage loan origination fees declined $55.0 million from the first quarter of 2013 to $91.5 million in the first quarter of 2014. Mortgage loan originations totaled $1.9 billion in the first quarter of 2014, versus $3.0 billion in the first quarter of 2013, due to rising interest rates and the resulting drop-off in refinancing volume. Net insurance premiums earned increased to $40.3 million in the first quarter of 2014 from $37.5 million in the first quarter of 2013, which was primarily attributable to volume and rate increases in our core homeowners and mobile home products. Advisory fees and commissions from our financial advisory segment were $21.3 million in the first quarter of 2014 compared to $22.0 million in the first quarter of 2013, as depressed municipal bond volume and prolonged low short term interest rates continue to pressure advisory fees and fixed income sales.

 

For the first quarter of 2014, noninterest expense was $212.6 million compared to $215.0 million in the first quarter of 2013, a 1.1% decrease. Employees’ compensation and benefits declined $9.8 million, or 8.4%, to $106.4 million in the first quarter of 2014, primarily due to lower variable compensation tied to mortgage origination volume, offset by the addition of FNB compensation expense. Reductions in staff were carried out at the bank as part of the FNB integration in late first quarter 2014; such reductions resulted in $801.6 thousand of severance and are expected to reduce compensation by $2.7 million on an annualized basis. Loss and loss adjustment expenses declined to $18.3 million in the first quarter of 2014 from $21.2 million in the first quarter of 2013. This was driven by improvement in the claims loss experience and our exposure management initiatives. Primarily due to the FNB Transaction, occupancy and equipment expense increased by $6.9 million from the first quarter of 2013 to $26.3 million in the first quarter of 2014, and other noninterest expense increased to $49.8 million in the first quarter of 2014 from $47.4 million in the first quarter of 2013. Amortization of identifiable intangibles from purchase accounting was $2.6 million for the first quarter of 2014.

 

For the first quarter of 2014, the provision for loan losses was $3.2 million, compared to $13.0 million for the first quarter of 2013. The first quarter of 2014 provision included provisions for loan losses related to newly originated loans and acquired loans without credit impairment at acquisition of $1.3 million and purchased credit impaired (“PCI”) loans of $1.9 million. Net recoveries on non-covered loans for the first quarter of 2014 were $16 thousand, and the allowance for non-covered loan losses was $34.6 million, or 0.95% of total non-covered loans at March 31, 2014. Non-covered, non-performing assets at March 31, 2014 were $29.0 million, or 0.32% of total assets, compared to $28.2 million, or 0.32% of total assets, at December 31, 2013.

 

SWS Group Transaction

 

On March 31, 2014, Hilltop entered into a definitive merger agreement with SWS Group, Inc. (“SWS”) providing for the merger of SWS with and into a wholly owned subsidiary of Hilltop formed for the purpose of facilitating this transaction. SWS stockholders will receive per share consideration of 0.2496 shares of Hilltop common stock and $1.94 of cash, equating to $7.88 per share based on Hilltop’s closing price on March 31, 2014. The Company intends to fund the cash portion of the consideration through available cash. The merger is subject to customary

 



 

closing conditions, including regulatory approvals and approval of the stockholders of SWS, and is expected to be completed prior to the end of 2014.

 

Condensed Balance Sheet

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

($000s)

 

2014

 

2013

 

2013

 

2013

 

2013

 

Cash and due from banks

 

889,950

 

713,099

 

976,188

 

596,351

 

588,838

 

Securities

 

1,329,690

 

1,261,989

 

1,322,635

 

1,106,379

 

1,207,274

 

Loans held for sale

 

887,200

 

1,089,039

 

1,046,801

 

1,412,960

 

1,242,322

 

Non-covered loans, net of unearned income

 

3,646,946

 

3,514,646

 

3,310,224

 

3,253,001

 

3,248,367

 

Allowance for non-covered loan losses

 

(34,645

)

(33,241

)

(33,180

)

(26,237

)

(16,637

)

Non-covered loans, net

 

3,612,301

 

3,481,405

 

3,277,044

 

3,226,764

 

3,231,730

 

Covered loans, net of allowance for loan losses

 

909,783

 

1,005,308

 

1,096,590

 

 

 

Covered other real estate owned

 

152,310

 

142,833

 

119,670

 

 

 

FDIC indemnification asset

 

188,736

 

188,291

 

190,041

 

 

 

Premises and equipment, net

 

202,155

 

200,706

 

187,857

 

110,937

 

111,894

 

Other assets

 

861,307

 

821,452

 

876,766

 

949,412

 

834,852

 

Total assets

 

9,033,432

 

8,904,122

 

9,093,592

 

7,402,803

 

7,216,910

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

6,663,176

 

6,722,918

 

6,936,162

 

4,496,469

 

4,758,438

 

Short-term borrowings

 

491,406

 

342,087

 

305,297

 

1,003,804

 

576,730

 

Notes payable

 

55,465

 

56,327

 

140,111

 

139,938

 

140,747

 

Other liabilities

 

468,172

 

470,868

 

505,669

 

590,792

 

562,410

 

Total liabilities

 

7,678,219

 

7,592,200

 

7,887,239

 

6,231,003

 

6,038,325

 

Total Hilltop stockholders’ equity

 

1,354,497

 

1,311,141

 

1,205,475

 

1,170,895

 

1,177,809

 

Noncontrolling interest

 

716

 

781

 

878

 

905

 

776

 

Total liabilities & stockholders’ equity

 

9,033,432

 

8,904,122

 

9,093,592

 

7,402,803

 

7,216,910

 

 

 

 

Three Months Ended

 

Condensed Income Statement

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

($000s)

 

2014

 

2013

 

2013

 

2013

 

2013

 

Interest income

 

91,828

 

98,601

 

79,702

 

76,168

 

74,604

 

Interest expense

 

6,407

 

10,002

 

7,786

 

7,743

 

7,343

 

Net interest income

 

85,421

 

88,599

 

71,916

 

68,425

 

67,261

 

Provision for loan losses

 

3,242

 

2,206

 

10,658

 

11,289

 

13,005

 

Net interest income after provision for loan losses

 

82,179

 

86,393

 

61,258

 

57,136

 

54,256

 

Noninterest income

 

170,100

 

182,479

 

215,095

 

239,233

 

213,278

 

Noninterest expense

 

212,629

 

219,752

 

216,592

 

260,400

 

214,991

 

Income before income taxes

 

39,650

 

49,120

 

59,761

 

35,969

 

52,543

 

Income tax expense

 

14,354

 

18,090

 

20,115

 

13,309

 

19,170

 

Net income

 

25,296

 

31,030

 

39,646

 

22,660

 

33,373

 

Less: Net income attributable to noncontrolling interest

 

110

 

160

 

339

 

568

 

300

 

Income attributable to Hilltop

 

25,186

 

30,870

 

39,307

 

22,092

 

33,073

 

Dividends on preferred stock

 

1,426

 

1,342

 

1,133

 

1,149

 

703

 

Income applicable to Hilltop common stockholders

 

23,760

 

29,528

 

38,174

 

20,943

 

32,370

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

Selected Financial Data

 

2014

 

2013

 

2013

 

2013

 

2013

 

Return on average stockholders’ equity

 

7.65

%

9.31

%

12.64

%

7.29

%

11.46

%

Return on average assets

 

1.14

%

1.31

%

2.05

%

1.24

%

1.87

%

Net interest margin (taxable equivalent)

 

4.62

%

4.52

%

4.46

%

4.33

%

4.35

%

Earnings per common share ($):

 

 

 

 

 

 

 

 

 

 

 

Basic

 

0.26

 

0.34

 

0.45

 

0.25

 

0.39

 

Diluted

 

0.26

 

0.34

 

0.43

 

0.24

 

0.39

 

Weighted average shares outstanding (000’s):

 

 

 

 

 

 

 

 

 

 

 

Basic

 

89,707

 

87,027

 

83,493

 

83,490

 

83,487

 

Diluted

 

90,585

 

87,871

 

90,460

 

90,294

 

83,743

 

Book value per share ($)

 

13.76

 

13.27

 

13.00

 

12.59

 

12.74

 

Shares outstanding (000’s)

 

90,178

 

90,176

 

83,959

 

83,956

 

83,487

 

 



 

 

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

Capital Ratios

 

2014

 

2013

 

2013

 

2013

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 capital (to average quarterly assets):

 

 

 

 

 

 

 

 

 

 

 

Bank

 

9.53

%

9.29

%

11.05

%

9.74

%

9.22

%

Hilltop

 

13.12

%

12.81

%

13.96

%

13.66

%

13.39

%

Tier 1 capital (to risk-weighted assets):

 

 

 

 

 

 

 

 

 

 

 

Bank

 

13.47

%

13.38

%

12.76

%

12.77

%

12.21

%

Hilltop

 

18.66

%

18.53

%

16.56

%

18.35

%

18.21

%

Total capital (to risk-weighted assets):

 

 

 

 

 

 

 

 

 

 

 

Bank

 

14.14

%

14.00

%

13.36

%

13.35

%

12.59

%

Hilltop

 

19.32

%

19.13

%

17.14

%

18.90

%

18.58

%

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

March 31, 2014

 

March 31, 2013

 

 

 

Average

 

Interest

 

Annualized

 

Average

 

Interest

 

Annualized

 

 

 

Outstanding

 

Earned or

 

Yield or

 

Outstanding

 

Earned or

 

Yield or

 

 

 

Balance

 

Paid

 

Rate

 

Balance

 

Paid

 

Rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, gross (1) 

 

$

5,068,892

 

$

79,744

 

6.29

%

$

4,207,871

 

$

64,886

 

6.17

%

Investment securities - taxable

 

1,122,241

 

7,588

 

2.71

%

900,422

 

5,863

 

2.64

%

Investment securities - non-taxable (2) 

 

183,143

 

1,861

 

4.06

%

218,343

 

2,024

 

3.71

%

Federal funds sold and securities purchased under agreements to resell

 

26,336

 

19

 

0.29

%

10,195

 

21

 

0.84

%

Interest-bearing deposits in other financial institutions

 

966,921

 

595

 

0.25

%

747,242

 

333

 

0.25

%

Other

 

188,276

 

2,640

 

5.67

%

154,560

 

2,105

 

5.52

%

Interest-earning assets, gross

 

7,555,809

 

92,447

 

4.90

%

6,238,633

 

75,232

 

4.84

%

Allowance for loan losses

 

(36,861

)

 

 

 

 

(6,776

)

 

 

 

 

Interest-earning assets, net

 

7,518,948

 

 

 

 

 

6,231,857

 

 

 

 

 

Noninterest-earning assets

 

1,432,519

 

 

 

 

 

882,998

 

 

 

 

 

Total assets

 

$

8,951,467

 

 

 

 

 

$

7,114,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

$

4,949,212

 

$

3,759

 

0.31

%

$

3,558,091

 

$

3,450

 

0.39

%

Notes payable and other borrowings

 

664,072

 

2,648

 

1.60

%

850,418

 

3,893

 

1.85

%

Total interest-bearing liabilities

 

5,613,284

 

6,407

 

0.46

%

4,408,509

 

7,343

 

0.67

%

Noninterest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

1,721,403

 

 

 

 

 

1,190,779

 

 

 

 

 

Other liabilities

 

285,121

 

 

 

 

 

356,538

 

 

 

 

 

Total liabilities

 

7,619,808

 

 

 

 

 

5,955,826

 

 

 

 

 

Stockholders’ equity

 

1,331,243

 

 

 

 

 

1,158,292

 

 

 

 

 

Noncontrolling interest

 

416

 

 

 

 

 

737

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

8,951,467

 

 

 

 

 

$

7,114,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income(2)

 

 

 

$

86,040

 

 

 

 

 

$

67,889

 

 

 

Net interest spread(2)

 

 

 

 

 

4.44

%

 

 

 

 

4.17

%

Net interest margin(2)

 

 

 

 

 

4.62

%

 

 

 

 

4.35

%

 


(1) Average balance includes non-accrual loans.

(2) Annualized taxable equivalent adjustments are based on a 35% tax rate. The adjustment to interest income was $0.6 million and $0.7 million for the three months ended March 31, 2014 and 2013, respectively.

 

Conference Call Information

 

Hilltop will host a live webcast and conference call at 8:00 AM Central (9:00 AM Eastern), Tuesday, May 6, 2014. Hilltop President and CEO Jeremy B. Ford and other key management members will discuss results for the first quarter of 2014. 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 Inc. 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 March 31, 2014, Hilltop employed approximately 4,450 people and operated approximately 400 locations in 43 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.

 

IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  In connection with the proposed transaction, Hilltop will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement of SWS that also constitutes a prospectus of Hilltop and other relevant documents regarding the proposed transaction.  The definitive proxy statement/prospectus will be mailed to stockholders of SWS.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  You may obtain a free copy of the proxy statement/prospectus (when it becomes available) and other relevant documents filed by Hilltop or SWS with the SEC at the SEC’s website at www.sec.gov.  Copies of the documents filed by Hilltop with the SEC will be available free of charge on Hilltop’s website at www.hilltop-holdings.com or by contacting Investor Relations at 214-252-4029.

 

Hilltop and its respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.  You can find information about Hilltop’s executive officers and directors in Hilltop’s most recent proxy statement, which was filed with the SEC on May 2, 2014.  Additional information regarding the interests of such persons will be included in the proxy statement/prospectus and other relevant documents filed with the SEC when they become available.  Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.  You may obtain free copies of these documents from Hilltop using the sources indicated above.

 

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 about acquisitions, future financial and operating results, our plans, objectives, expectations and intentions and other statements that are not historical facts, and may be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “probable,” “projects,” “seeks,” “should,” “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 from those set forth in the forward-looking statements: (i) risks related to our pending acquisition of SWS Group, Inc. (ii) risks associated with merger and acquisition integration; (iii) our ability to estimate loan losses; (iv) changes in the default rate of our loans; (v) risks associated with concentration in real estate related loans; (vi) our ability to obtain reimbursements for losses on acquired loans under loss-share agreements with the Federal Deposit Insurance Corporation; (vii) changes in general economic, market and business conditions in areas or markets where we compete; (viii) severe catastrophic events in our geographic area; (ix) changes in the interest rate environment; (x) cost and availability of capital; (xi) 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; (xii) our ability to use net operating loss carry forwards to reduce future tax payments; (xiii) approval of new, or changes in, accounting policies and practices; (xiv) changes in key management; (xv) 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; (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 further discussion of such factors, see the risk factors described in the Hilltop Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the three months ended March 31, 2014, and other reports filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

 

Source: Hilltop Holdings Inc.