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8-K - FORM 8-K - Hilltop Securities Holdings LLCd352101d8k.htm

Exhibit 99.1

 

LOGO

SWS Group, Inc. Reports Fiscal 2012 Third Quarter Net Income of $8.3 Million

Bank’s Classified Assets Down 49 Percent from Year Ago;

Retail Segment Makes Recruiting Gains

DALLAS, May 8, 2012 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today reported net income of $8.3 million for its fiscal 2012 third quarter, or $0.04 per diluted share, as compared to a net loss of $2.1 million, or $0.07 per diluted share, in the third quarter of fiscal 2011. Diluted earnings per share (EPS) for the third quarter of fiscal 2012 includes the dilutive effect of the assumed exercise of existing warrants to purchase 17.4 million shares of SWS common stock.

Revenues in the fiscal 2012 third quarter were $91.6 million, an increase of $2.1 million from $89.5 million in the same quarter of fiscal 2011. The largest contributor to the increase in revenues was a $1.5 million increase in commission revenue, primarily due to increased volume in the Company’s institutional segment. Net revenues (total revenues less interest expense) were down $2.2 million as the interest cost from the $100 million capital raise completed in July 2011 increased interest expense by $3.0 million in the fiscal 2012 third quarter, as compared to the same period last fiscal year.

“At SWS, we remain encouraged by the progress we have made in executing our plan thus far to strengthen our banking segment while continuing to pursue opportunities to grow our broker-dealer business lines. Notably, we are seeing renewed traction in our recruiting efforts, having added a net total of 16 advisers in the private client and independent channels, as well as new hires in the institutional segment during the fiscal 2012 third quarter,” said James H. Ross, Chief Executive Officer of SWS Group, Inc. “In our banking subsidiary, we reduced total classified assets by 49 percent at the close of the third quarter, as compared to the same time last year, and reduced total non-performing assets by 28 percent in the same period. We hope to build on these trends in the months ahead.”

 

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SWS Reports Third Quarter Fiscal 2012 Results / 2

 

A non-cash credit of $12.5 million from the change in the value of the warrants issued to Hilltop Holdings Inc. (“Hilltop”) and Oak Hill Capital Partners (“Oak Hill”) reduced operating expenses in the fiscal 2012 third quarter to $63.0 million from $81.3 million in the third quarter of fiscal 2011. This decrease was primarily due to a decrease in the Company’s stock price between December 30, 2011 and March 30, 2012. The additional decline in expenses was driven by a $4.7 million decrease in the loan loss provision at the Company’s banking subsidiary, Southwest Securities, FSB (“the Bank”), from the fiscal 2011 third quarter to the third quarter of fiscal 2012.

For the first nine months of fiscal 2012, the Company recorded a net loss of $4.4 million, or $0.14 per diluted share, on net revenues of $220.9 million, as compared to a net loss of $23.2 million, or $0.71 per diluted share, on net revenues of $265.9 million for the first nine months of fiscal 2011. The results for the first nine months of fiscal 2012 include a $6.9 million unrealized loss on the change in the value of the warrants issued to Hilltop and Oak Hill.

Clearing Segment

The clearing segment recorded a pre-tax loss of $537,000 on net revenues of $4.8 million in the fiscal 2012 third quarter, as compared to a pre-tax loss of $44,000 on net revenues of $5.3 million in the same period last fiscal year. Total correspondent clearing customer assets under custody increased to $14.9 billion at March 30, 2012, from $14.5 billion at March 25, 2011. Revenue per ticket increased approximately 30 percent to $6.09 for the three months ended March 30, 2012, from $4.68 for the three months ended March 25, 2011, while the total number of tickets processed fell to approximately 390,000 from approximately 599,000 for the same periods, respectively.

Operating expenses in the segment remained flat at $5.3 million in the fiscal 2012 third quarter, as compared to the third quarter of fiscal 2011.

Retail Segment

The retail segment posted a pre-tax loss of $1.0 million in the third quarter of fiscal 2012, as compared to a pre-tax loss of $650,000 in the same quarter last fiscal year. Net revenues in the segment increased slightly to $25.9 million for the quarter, from $25.6 million in the third quarter of fiscal 2011. At March 30, 2012, total customer assets were $12.8 billion and assets under management were $705.0 million, as compared to total customer assets of $12.3 billion and assets under management of $615.0 million at March 25, 2011.

 

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SWS Reports Third Quarter Fiscal 2012 Results / 3

 

Retail segment operating expenses increased 3 percent to $27.0 million for the fiscal 2012 third quarter, from $26.2 million in the fiscal 2011 third quarter. The increase was primarily due to a $742,000 increase in compensation and recruiting expenses.

Institutional Segment

The institutional segment’s pre-tax income increased 5 percent to $10.0 million for the fiscal 2012 third quarter on net revenues of $33.8 million, as compared to pre-tax income of $9.5 million on net revenues of $32.8 million for the fiscal 2011 third quarter. Commission revenue increased $1.4 million, while investment banking fees were $1.2 million higher in the fiscal 2012 third quarter compared to the third quarter of fiscal 2011. Portfolio trading commissions accounted for $1.0 million of the increase in commission revenue due to a one time change in customer business mix. In the same period, there was a $2.0 million increase in municipal finance fees due to increased volume in the new issue market during the quarter, which led to the increase in investment banking fees. The increase in municipal finance fees was partially offset by a $400,000 decrease in both corporate finance and taxable fixed income fees in the third quarter of fiscal 2012, as compared to the third quarter of fiscal 2011. Net gains on principal transactions decreased $2.0 million, or 19 percent, primarily due to a decline in municipal trading gains during the fiscal 2012 third quarter as compared to the fiscal 2011 third quarter.

Institutional segment operating expenses increased 2 percent to $23.8 million for the fiscal 2012 third quarter from $23.3 million in the same period last fiscal year, primarily due to increased commissions and other employee compensation expense.

Banking Segment

The banking segment posted pre-tax income of $2.6 million on net revenues of $12.6 million for the third quarter of fiscal 2012, as compared to a pre-tax loss of $3.8 million on $13.9 million of net revenues in the third quarter of fiscal 2011. The decline in net revenues was primarily due to a 16 percent decrease in the Bank’s average loan balances, as well as a 71 basis point decrease in the net yield on earning assets. This decline was offset by a decrease in the net losses on the sale of real estate owned (REO) and an increase in income earned on the Bank’s equity investments.

 

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SWS Reports Third Quarter Fiscal 2012 Results / 4

 

The Bank’s operating expenses decreased 43 percent to $10.0 million for the fiscal 2012 third quarter, from $17.6 million in the third quarter of fiscal 2011. This decrease was primarily due to a $4.7 million decrease in the Bank’s loan loss provision and a $2.2 million decrease in other expenses. At March 31, 2012, the Bank’s allowance for loan losses was $26.2 million, or 4.13 percent of loans held for investment excluding purchased mortgage loans, compared to $47.3 million, or 4.93 percent of loans held for investment excluding purchased mortgage loans, at March 31, 2011.

Non-performing assets decreased 28.2 percent from $104.6 million at March 31, 2011, to $75.1 million at March 31, 2012, while total classified assets decreased 49.1 percent from $255.3 million, or 132.7 percent of capital plus allowance for loan losses, at March 31, 2011, to $129.8 million, or 67.0 percent of capital plus allowance for loan losses, at March 31, 2012.

At March 31, 2012, the Bank’s Tier 1 core capital ratio was 12.3 percent and total risk-based capital ratio was 20.4 percent, compared to a Tier 1 core capital ratio of 9.6 percent and total risk-based capital ratio of 14.5 percent at March 31, 2011.

Conference Call

SWS Group will hold a conference call to discuss its results for the fiscal 2012 third quarter on Wednesday, May 9, 2012, at 10 a.m. Eastern Time (9 a.m. Central Time). The conference call will be broadcast live over the internet at http://www.videonewswire.com/event.asp?id=86257 or www.swst.com. An archive of the webcast will also be posted to the Company’s website at www.swst.com.

About SWS Group

SWS Group, Inc. is a Dallas-based holding company offering a broad range of investment and financial services through its subsidiaries. The company’s common stock is listed and traded on the New York Stock Exchange under the symbol SWS. SWS Group, Inc. subsidiaries include Southwest Securities, Inc., SWS Financial Services, Inc., and Southwest Securities, FSB.

 

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SWS Reports Third 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.

Segment Results

(In thousands)

 

     Net Revenues
Three Months Ended
     Pre-Tax Income (Loss)
Three Months Ended
 
      March 30, 2011     March 25, 2011      March 30, 2012     March 25, 2011  

Clearing

   $ 4,771      $ 5,279       $ (537   $ (44

Retail

     25,944        25,596         (1,039     (650

Institutional

     33,816        32,791         10,008        9,521   

Bank

     12,640        13,871         2,612        (3,753

Other consolidated entities

     (1,411     390         1,704        (8,475
  

 

 

   

 

 

    

 

 

   

 

 

 

Consolidated

   $ 75,760      $ 77,927       $ 12,748      $ (3,401
  

 

 

   

 

 

    

 

 

   

 

 

 

 

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SWS Reports Third Quarter Fiscal 2012 Results / 6

 

SWS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

March 30, 2012 and June 24, 2011

(In thousands, except par values and share amounts)

 

     March 30,
2012
    June 24,
2011
 
     (Unaudited)        
Assets     

Cash and cash equivalents

   $ 303,407      $ 298,903   

Restricted cash and cash equivalents

     30,044        —     

Assets segregated for regulatory purposes

     209,139        238,325   

Receivable from brokers, dealers and clearing organizations

     1,313,839        1,620,523   

Receivable from clients, net of allowances

     265,769        240,491   

Loans held for sale

     —          5,241   

Loans, net

     824,538        946,768   

Securities owned, at fair value

     244,153        221,587   

Securities held to maturity

     28,408        34,176   

Securities purchased under agreements to resell

     12,033        42,649   

Goodwill

     7,552        7,552   

Securities available for sale

     125,191        2,020   

Other assets

     142,977        143,922   
  

 

 

   

 

 

 

Total assets

   $ 3,507,050      $ 3,802,157   
  

 

 

   

 

 

 
Liabilities and Stockholders’ Equity     

Short-term borrowings

   $ 126,000      $ 110,000   

Payable to brokers, dealers and clearing organizations

     1,240,227        1,568,033   

Payable to clients

     354,165        397,590   

Deposits

     1,061,647        1,106,471   

Securities sold under agreements to repurchase

     4,270        10,313   

Securities sold, not yet purchased, at fair value

     61,379        68,661   

Drafts payable

     27,502        23,656   

Advances from Federal Home Loan Bank

     78,746        94,712   

Long-term debt, net

     78,159        —     

Warrants

     31,067        —     

Other liabilities

     88,897        65,252   
  

 

 

   

 

 

 

Total liabilities

     3,152,059        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 32,607,401 shares at March 30, 2012; issued 33,312,140 and outstanding 32,285,076 shares at June 24, 2011

     3,331        3,331   

Additional paid-in capital

     324,192        326,986   

Retained earnings

     30,388        34,813   

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

     1,983        765   

Deferred compensation, net

     3,364        3,308   

Treasury stock (704,739 shares at March 30, 2012 and 1,027,064 shares at June 24, 2011, at cost)

     (8,267     (11,734
  

 

 

   

 

 

 

Total stockholders’ equity

     354,991        357,469   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 3,507,050      $ 3,802,157   
  

 

 

   

 

 

 

 

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SWS Reports Third Quarter Fiscal 2012 Results / 7

 

SWS GROUP, INC. AND SUBSIDIARIES

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

For the three and nine months ended March 30, 2012 and March 25, 2011

(In thousands, except per share and share amounts)

(Unaudited)

 

     Three Months
Ended
March 30,
2012
    Three Months
Ended
March 25,
2011
    Nine Months
Ended
March 30,
2012
    Nine Months
Ended
March 25,
2011
 

Revenues:

        

Net revenues from clearing operations

   $ 2,371      $ 2,805      $ 7,311      $ 8,065   

Commissions

     34,411        32,915        99,571        110,010   

Interest

     29,999        31,606        94,727        107,180   

Investment banking, advisory and administrative fees

     8,771        7,271        26,629        31,537   

Net gains on principal transactions

     8,529        10,544        22,444        30,386   

Other

     7,476        4,352        16,968        13,898   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     91,557        89,493        267,650        301,076   

Interest expense

     15,797        11,566        46,720        35,196   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

     75,760        77,927        220,930        265,880   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-Interest Expenses:

        

Commissions and other employee compensation

     54,073        52,841        156,512        168,884   

Occupancy, equipment and computer service costs

     8,134        8,375        23,860        25,320   

Communications

     3,191        3,254        9,216        9,811   

Floor brokerage and clearing organization charges

     1,004        1,112        3,111        3,296   

Advertising and promotional

     1,049        702        2,276        2,057   

Provision for loan loss

     —          4,727        2,475        50,967   

Unrealized (gain) loss on warrant valuation

     (12,502     —          6,931        —     

Other

     8,063        10,317        23,127        39,937   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-interest expense

     63,012        81,328        227,508        300,272   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income tax expense (benefit)

     12,748        (3,401     (6,578     (34,392

Income tax expense (benefit)

     4,486        (1,254     (2,152     (11,167
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     8,262        (2,147     (4,426     (23,225

Net income (loss) recognized in other comprehensive income (loss)

     690        (110     1,218        333   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ 8,952      $ (2,257   $ (3,208   $ (22,892
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) per share – basic

        

Net income (loss)

   $ 0.25      $ (0.07   $ (0.14   $ (0.71
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding – basic

     32,716,251        32,501,344        32,589,539        32,510,570   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) per share – diluted

        

Net income(loss)

   $ 0.04      $ (0.07   $ (0.14   $ (0.71
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding – diluted

     50,107,555        32,501,344        32,589,539        32,510,570   
  

 

 

   

 

 

   

 

 

   

 

 

 

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