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8-K - FORM 8-K - Hilltop Securities Holdings LLCd253569d8k.htm

Exhibit 99.1

LOGO

SWS Group, Inc. Reports Fiscal 2012 First Quarter Net Income of $1.7 Million

Banking Segment Records Pretax Profit for Second Consecutive Quarter

DALLAS, November 8, 2011 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today reported net income of $1.7 million, or diluted earnings per share of $0.05, for the Company’s fiscal 2012 first quarter ended September 30, 2011, compared with a net loss of $20.7 million, or $0.64 per diluted share, for the first quarter of the prior fiscal year. Net revenues (total revenues less interest expense) in the first quarter of fiscal 2012 were $76.7 million, as compared to $97.6 million in the same quarter of last fiscal year.

“The results of our fiscal 2012 first quarter demonstrate our success in executing a disciplined approach to addressing the credit quality issues at our banking subsidiary, while strengthening our broker-dealer business lines,” said James H. Ross, Chief Executive Officer of SWS Group, Inc. “Our banking segment continues to show renewed signs of strength as it reported a pretax profit for the second consecutive quarter and reduced the level of classified assets, while maintaining capital ratios well above regulatory requirements. We look forward to making additional progress as we prepare to deploy the capital raised in our recent transaction with Hilltop Holdings and Oak Hill Capital.”

In the first quarter of fiscal 2012, net revenues decreased $20.9 million from the first quarter of fiscal 2011, primarily due to declines in net interest revenue, net gains on principal transactions and commissions. A 36 percent decrease in the average loan balance at the Company’s banking subsidiary, Southwest Securities, FSB (the “Bank”), was the primary contributor to the $9.3 million decrease in net interest revenue for the fiscal 2012 first quarter, as compared to the first quarter of fiscal 2011. Reduced customer trading activity in the taxable fixed income business and reduced underwriting activity in the municipal finance business led to declines in commissions and net gains on principal transactions in the first quarter of fiscal 2012, compared to the prior fiscal year period.

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SWS Reports First Quarter Fiscal 2012 Results / 2

 

Operating expenses in the first quarter of fiscal 2012 decreased to $73.0 million from $127.9 million in the first quarter of fiscal 2011. The reduction was primarily due to a $39.5 million decrease in the Bank’s provision for loan losses and an $8.6 million decrease in the Bank’s real estate owned (“REO”) loss provision, outside services related to loan file review and real estate-related expenses, as well as a decrease in legal expenses in the first quarter of fiscal 2012.

Clearing Segment

The clearing segment reported a pretax loss of $76,000 for the first quarter of fiscal 2012, compared to pretax income of $493,000 in the first quarter of fiscal 2011. Net revenues in the segment decreased 8 percent to $5.0 million for the quarter, compared to $5.4 million in the same quarter last fiscal year. Net revenue from clearing services fees increased 9 percent to $2.7 million, and net interest revenue increased 1 percent to $1.6 million for the first quarter, as compared to the prior fiscal year period. These increases were offset by a $647,000 decline in other revenue primarily from money market fund administration fees compared to the same quarter last fiscal year.

Tickets processed for high-volume trading firms increased 7 percent during the fiscal 2012 first quarter compared to the same quarter last fiscal year, while tickets processed for general securities broker-dealers increased 9 percent. Revenue per ticket was $4.74 for the quarter, a 1 percent increase from $4.67 in the first quarter of fiscal 2011.

Clearing segment operating expenses for the three-month period ended September 30, 2011 were $5.0 million, compared to $4.9 million in the same period last fiscal year. The 3 percent increase was primarily due to a $363,000 increase in operations and information technology expense, partially offset by a $124,000 reduction in legal expenses.

Retail Segment

The retail segment reported pretax income of $1.3 million on net revenues of $29.2 million for the fiscal 2012 first quarter, as compared to pretax income of $317,000 on net revenues of $28.1 million in the first quarter of fiscal 2011. The 4 percent increase in net revenues was primarily due to an increase of $925,000 in insurance product sales for the fiscal 2012 first quarter, as compared to the same quarter last fiscal year. Total customer assets were $12.6 billion at September 30, 2011, as compared to $13.3 billion at September 24, 2010, while assets under management were $648 million at September 30, 2011 and $571 million at September 24, 2010.

 

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SWS Reports First Quarter Fiscal 2012 Results / 3

 

Retail segment operating expenses increased slightly to $27.9 million for the fiscal 2012 first quarter from $27.8 million in the same quarter last fiscal year. The largest contributor to the increase was a 4 percent increase in commissions and other employee compensation expense. This was partially offset by a $509,000 reduction in legal expenses and a $173,000 reduction in occupancy, equipment and computer service expenses for the first quarter of fiscal 2012, as compared to the first quarter of fiscal 2011.

Institutional Segment

The institutional segment reported pretax income of $10.2 million on net revenues of $33.3 million for the fiscal 2012 first quarter, compared to pretax income of $15.1 million on net revenues of $42.6 million for the same period last fiscal year. Commissions decreased $3.0 million due to reduced customer activity, primarily in the taxable fixed income business. A decrease in new issues also led to lower municipal finance commissions, while investment banking fees decreased $747,000, or 9 percent, in the three-month period ended September 30, 2011, from the same period last fiscal year. Corporate finance fees increased $1.3 million in the quarter, due primarily to an increase in mergers and acquisitions transactions.

Net gains on principal transactions decreased 45 percent to $6.6 million for the first quarter of fiscal 2012, from $12.2 million in the first quarter of fiscal 2011. Taxable fixed income accounted for $3.4 million of the decline and municipal finance accounted for $2.4 million.

Institutional segment operating expenses decreased 16 percent to $23.1 million in the fiscal 2012 first quarter, from $27.5 million in the same quarter last fiscal year, due primarily to a decrease in commissions and other compensation expense.

Banking Segment

The Bank reported pretax income of $2.7 million for the fiscal 2012 first quarter on net revenues of $13.0 million, as compared to a pretax loss of $38.0 million on net revenues of $21.2 million for the same period last fiscal year. The Bank’s net interest revenue decreased $7.5 million to $12.7 million in the first quarter of fiscal 2012, from $20.2 million in the first quarter of fiscal 2011, due primarily to a decrease in the average loan balance during the period. A 90 basis point decrease in the net yield on earning assets also contributed to the decrease in net interest revenue.

 

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SWS Reports First Quarter Fiscal 2012 Results / 4

 

The Bank’s operating expenses were $10.3 million for the three-month period ended September 30, 2011, as compared to $59.2 million for the same period last fiscal year, due primarily to a $39.5 million decrease in the Bank’s loan loss provision and an $8.4 million decrease in other expenses, primarily in the REO provision. The Bank did not record a provision for loan losses in the first quarter of fiscal 2012 and reported net charge-offs of $4.7 million. Last fiscal year’s first quarter loan loss provision was $39.5 million, with net charge-offs of $29.3 million. Stability in the rate of decline in commercial real estate values and a reduction in the size of the Bank’s loan portfolio contributed to the fiscal year-over-year decrease in the loan loss provision. Additionally, last fiscal year’s first quarter loan loss provision included $17.8 million for loans reclassified as held for sale.

As of September 30, 2011, the Bank’s total loan loss allowance was $39.7 million, or 4.9 percent of loans held for investment, excluding purchased mortgage loans held for investment, as compared to $45.4 million, or 4.12 percent of loans held for investment, excluding purchased mortgage loans held for investment, in the same period last fiscal year.

Non-performing assets decreased to $78.3 million at September 30, 2011, from $127.1 million at September 30, 2010. Total classified assets also decreased to $206.7 million at September 30, 2011, from $251.5 million at September 30, 2010.

The Bank’s Tier 1 core capital and total risk-based capital ratios increased to 10.4 percent and 15.4 percent, respectively, at September 30, 2011, from 8.3 percent and 12.6 percent at September 30, 2010.

Conference Call

SWS Group will hold a conference call to discuss its results for the fiscal 2012 first quarter on Wednesday, November 9, 2011, at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The conference call will be broadcast live over the internet at http://www.videonewswire.com/event.asp?id=82761 or www.swst.com. An archive of the webcast will also be posted to the Company’s website at www.swst.com.

 

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SWS Reports First Quarter Fiscal 2012 Results / 5

 

Forward-Looking Statements

This news release contains forward-looking statements. Readers are cautioned that any forward-looking statements, including those predicting or forecasting future events or results, which depend on future events for their accuracy, embody projections or assumptions, or express the intent, belief or current expectations of the company or management, are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially as a result of various factors, some of which are out of our control, including, but not limited to, volume of trading in securities, volatility of securities prices and interest rates, liquidity in capital and credit markets, availability of lines of credit, customer margin loan activity, creditworthiness of our correspondents and customers, demand for housing, general economic conditions, especially in Texas and New Mexico, changes in the commercial lending and regulatory environments and other factors discussed in our Annual Report on Form 10-K and in our other reports filed with and available from the Securities and Exchange Commission.

FINANCIAL STATEMENTS FOLLOW

Segment Results

 

     Net Revenues      Pre-Tax Income  
     Three Months Ended      Three Months Ended  
(In thousands)    Sept. 30, 2011     Sept. 24, 2010      Sept. 30, 2011     Sept. 24, 2010  

Clearing

   $ 4,966      $ 5,371       $ (76   $ 493   

Retail

     29,210        28,071         1,279        317   

Institutional

     33,272        42,592         10,160        15,094   

Bank

     13,021        21,190         2,748        (37,998

Other consolidated entities

     (3,730     386         (10,415     (8,183
  

 

 

   

 

 

    

 

 

   

 

 

 

Consolidated

   $ 76,739      $ 97,610       $ 3,696      $ (30,277
  

 

 

   

 

 

    

 

 

   

 

 

 

 

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SWS Reports First Quarter Fiscal 2012 Results / 6

 

SWS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

September 30, 2011 and June 24, 2011

(In thousands, except par values and share amounts)

 

     September 30,
2011
    June 24,
2011
 
     (Unaudited)        

Assets

    

Cash and cash equivalents

   $ 218,401      $ 298,903   

Restricted cash and cash equivalents

     100,022        —     

Assets segregated for regulatory purposes

     280,556        238,325   

Receivable from brokers, dealers and clearing organizations

     1,819,566        1,620,523   

Receivable from clients, net of allowances

     263,025        240,491   

Loans held for sale

     4,932        5,241   

Loans, net

     937,037        946,768   

Securities owned, at fair value

     229,320        221,587   

Securities held to maturity

     32,707        34,176   

Securities purchased under agreements to resell

     21,118        42,649   

Goodwill

     7,552        7,552   

Securities available for sale

     81,406        2,020   

Other assets

     137,498        143,922   
  

 

 

   

 

 

 

Total assets

   $ 4,133,140      $ 3,802,157   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Short-term borrowings

   $ 152,000      $ 110,000   

Payable to brokers, dealers and clearing organizations

     1,764,172        1,568,033   

Payable to clients

     449,254        397,590   

Deposits

     1,085,732        1,106,471   

Securities sold under agreements to repurchase

     8,020        10,313   

Securities sold, not yet purchased, at fair value

     45,206        68,661   

Drafts payable

     24,209        23,656   

Advances from Federal Home Loan Bank

     92,962        94,712   

Long-term debt, net

     76,424        —     

Warrants

     24,307        —     

Other liabilities

     51,577        65,252   
  

 

 

   

 

 

 

Total liabilities

     3,773,863        3,444,688   

Commitments and contingencies

    

Stockholders’ equity:

    

Preferred stock of $1.00 par value. Authorized 100,000 shares; none issued

     —          —     

Common stock of $0.10 par value. Authorized 60,000,000 shares, issued 33,312,140 and outstanding 32,276,369 shares at September 30, 2011; issued 33,312,140 and outstanding 32,285,076 shares at June 24, 2011

     3,331        3,331   

Additional paid-in capital

     327,257        326,986   

Retained earnings

     36,465        34,813   

Accumulated other comprehensive income – unrealized holding gain, net of tax

     687        765   

Deferred compensation, net

     3,431        3,308   

Treasury stock (1,035,771 shares at September 30, 2011 and 1,027,064 shares at June 24, 2011, at cost)

     (11,894     (11,734
  

 

 

   

 

 

 

Total stockholders’ equity

     359,277        357,469   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 4,133,140      $ 3,802,157   
  

 

 

   

 

 

 

 

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SWS Reports First Quarter Fiscal 2012 Results / 7

 

SWS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

For the three months ended September 30, 2011 and September 24, 2010

(In thousands, except per share and share amounts)

(Unaudited)

 

     Three Months
Ended
September 30,
2011
    Three Months
Ended
September 24,
2010
 

Revenues:

    

Net revenues from clearing operations

   $ 2,660      $ 2,436   

Commissions

     35,639        38,772   

Interest

     33,661        38,840   

Investment banking, advisory and administrative fees

     9,876        10,787   

Net gains on principal transactions

     6,271        12,195   

Other

     4,490        6,320   
  

 

 

   

 

 

 

Total revenue

     92,597        109,350   

Interest expense

     15,858        11,740   
  

 

 

   

 

 

 

Net revenues

     76,739        97,610   
  

 

 

   

 

 

 

Non-interest expenses:

    

Commissions and other employee compensation

     53,158        59,003   

Occupancy, equipment and computer service costs

     7,877        8,493   

Communications

     2,919        3,238   

Floor brokerage and clearing organization charges

     1,073        962   

Advertising and promotional

     549        654   

Provision for loan loss

     —          39,511   

Other

     7,467        16,026   
  

 

 

   

 

 

 

Total non-interest expenses

     73,043        127,887   
  

 

 

   

 

 

 

Income (loss) before income tax expense (benefit)

     3,696        (30,277

Income tax expense (benefit)

     2,044        (9,529
  

 

 

   

 

 

 

Net income (loss)

     1,652        (20,748

Net loss recognized in other comprehensive income

     (78     (66
  

 

 

   

 

 

 

Comprehensive income (loss)

   $ 1,574      $ (20,814
  

 

 

   

 

 

 

Earnings (loss) per share – basic

    

Net income (loss)

   $ 0.05      $ (0.64
  

 

 

   

 

 

 

Weighted average shares outstanding – basic

     32,506,613        32,519,228   
  

 

 

   

 

 

 

Earnings (loss) per share – diluted

    

Net income (loss)

   $ 0.05      $ (0.64
  

 

 

   

 

 

 

Weighted average shares outstanding – diluted

     32,506,613        32,519,228   
  

 

 

   

 

 

 

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CONTACT: Ben Brooks, Corporate Communications, 214.859.6351, bdbrooks@swst.com