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8-K - FORM 8-K - Hilltop Securities Holdings LLCd433884d8k.htm

Exhibit 99.1

 

LOGO

SWS Group, Inc. Reports Fiscal 2013 First Quarter Results

Broker-dealer and Banking Segments Post Pre-tax Profits;

Bank Reduces Classified Assets by 51 Percent from Last Year

DALLAS, November 6, 2012 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today reported a net loss of $5.6 million, or $0.17 per diluted share, for its fiscal 2013 first quarter ended September 28, 2012, compared with net income of $1.7 million, or $0.05 per diluted share, for the first quarter of fiscal 2012. Net revenues (total revenue less interest expense) in the first quarter of fiscal 2013 were $74.1 million, compared to $76.7 million in the first quarter of last fiscal year.

“Though economic conditions remain challenging, SWS reported pre-tax profits in each of our four business segments – clearing, retail, institutional and banking – while continuing to reduce classified assets at our banking subsidiary in the first quarter of fiscal 2013,” said James H. Ross, chief executive officer of SWS Group, Inc. “While there is still work to be done to improve results, we are encouraged by the underlying strength demonstrated by our core operating units and will continue to look for opportunities to increase efficiency and expand our presence in both new and existing markets.”

Net revenues decreased by $2.6 million in the first quarter of fiscal 2013, as compared to the same period last fiscal year. The primary contributors to the decrease were a $3.5 million decrease in net interest revenue and a $3.3 million decrease in commissions, due in part to five fewer trading days in the fiscal 2013 first quarter as compared to the fiscal 2012 first quarter. These decreases were partially offset by increases in net gains on principal transactions and other revenue.

Operating expenses increased $10.1 million to $83.1 million for the first quarter of fiscal 2013, as compared to $73.0 million for the same period last fiscal year. The increase was primarily due to an $8.1 million increase in the value of the warrants held by Hilltop Holdings Inc. and Oak Hill Capital Partners, as compared to an increase of $171,000 in the first quarter of fiscal 2012.

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SWS Reports First Quarter Fiscal 2013 Results / 2

 

Clearing Segment

The clearing segment reported pre-tax income of $195,000 for the first quarter of fiscal 2013, as compared to a pre-tax loss of $76,000 for the first quarter of fiscal 2012. Net revenues of $5.0 million in the segment remained flat as compared to the same period last fiscal year. A $520,000 decrease in clearing fee revenue for the fiscal 2013 first quarter was offset by a $434,000 increase in other revenue and a $78,000 increase in net interest revenue, as compared to the same period last fiscal year. The decrease in clearing fee revenue was driven primarily by a reduction in daily general securities transaction volumes and the decrease in the number of trading days in the fiscal 2013 first quarter, as compared to the same quarter last fiscal year.

Clearing segment operating expenses decreased to $4.8 million for the first quarter of fiscal 2013, from $5.0 million for the first quarter of fiscal 2012, primarily due to a decrease in operations and information technology expense.

Total customer assets under custody increased to $15.2 billion at September 28, 2012 from $13.5 billion at September 30, 2011.

Retail Segment

The retail segment posted pre-tax income of $319,000 for the first quarter of fiscal 2013, as compared to pre-tax income of $1.3 million for the first quarter of fiscal 2012. Net revenues decreased 4 percent to $28.1 million for the three months ended September 28, 2012, from $29.2 million for the three months ended September 30, 2011, in part because of the decrease in the number of trading days in the fiscal 2013 first quarter, as compared to the same period last fiscal year. In addition, the departure of two producers in the independent channel contributed to a $1.7 million decline in commission revenue in the retail segment, as compared to the first quarter of fiscal 2012.

Retail segment operating expenses were flat in the first quarter of fiscal 2013, as compared to the same period last fiscal year. A $1.0 million decrease in commission and other employee compensation expense in the quarter was offset by increases in legal expense, licenses and fees, and operations and information technology expense.

 

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SWS Reports First Quarter Fiscal 2013 Results / 3

 

Institutional Segment

For the fiscal 2013 first quarter, the institutional segment posted pre-tax income of $9.9 million on net revenues of $32.9 million, compared to pre-tax income of $10.2 million on net revenues of $33.3 million in the first quarter of fiscal 2012. The slight decrease in net revenues in the segment was driven by a $1.6 million decline in commissions and the decrease in the number of trading days in the fiscal 2013 first quarter, as compared to the same quarter last fiscal year. Taxable fixed income accounted for $1.8 million of the decrease in commissions and municipal finance accounted for $934,000. These decreases were partially offset by a $1.1 million increase in portfolio trading commissions, as compared to the same period last fiscal year.

Investment banking fees decreased 12 percent to $6.5 million, from $7.4 million in the first quarter of fiscal 2012, due to a $1.7 million decrease in corporate finance fees. This decrease was due to a decline in merger and acquisition activity in the quarter, and was partially offset by a $734,000 increase in municipal finance fees during the quarter, as compared to the same period last fiscal year.

Net gains on principal transactions increased 52 percent to $10.1 million for the fiscal 2013 first quarter, from $6.6 million for the first quarter of fiscal 2012. The increase was primarily due to a $3.9 million increase in taxable fixed income trading gains, partially offset by a $447,000 decrease in municipal finance trading gains.

Institutional segment operating expenses decreased 1 percent for the first quarter of fiscal 2013, as compared to last fiscal year’s first quarter, primarily due to a decline in commission and other employee compensation expense.

 

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SWS Reports First Quarter Fiscal 2013 Results / 4

 

Banking Segment

The banking segment reported pre-tax income of $1.3 million in the first quarter of fiscal 2013, on net revenues of $11.6 million, as compared to pre-tax income of $2.7 million on net revenues of $13.0 million in the first quarter of fiscal 2012. The primary contributor to the decrease in net revenues was a $1.1 million decline in net interest revenue. This decline was due to a 16 percent decrease in average loan balances and a 20-basis point decrease in the net yield on interest-earning assets at the Company’s banking subsidiary, Southwest Securities, FSB (the “Bank”), as compared to the same period last fiscal year. Other revenue for the Bank decreased $281,000, primarily due to a $227,000 increase in net losses on the sale of real estate owned.

The Bank’s operating expenses remained flat for the three-month period ended September 30, 2012, as compared to the three months ended September 30, 2011.

The Bank did not record a provision for loan losses in the first quarters of fiscal 2013 or 2012. At September 30, 2012, the Bank’s allowance for loan losses was $20.9 million, or 4.28 percent of loans held for investment, excluding purchased mortgage loans, as compared to $39.7 million, or 4.90 percent of loans held for investment, excluding purchased mortgage loans, at September 30, 2011.

Total classified assets at the Bank were $100.7 million, or 52.7 percent of capital plus allowance for loan losses, at September 30, 2012, down 51 percent from $206.7 million, or 111.0 percent of capital plus allowance for loan losses, at September 30, 2011. Non-performing assets were $67.8 million at September 30, 2012, down 13 percent from $78.3 million, at September 30, 2011.

At September 30, 2012, the Bank’s Tier 1 core capital ratio was 12.7 percent and total risk-based capital ratio was 19.2 percent, as compared to a Tier 1 core capital ratio of 10.4 percent and total risk-based capital ratio of 15.4 percent at September 30, 2011.

Conference Call

SWS Group will hold a conference call to discuss its results for the fiscal 2013 first quarter on Wednesday, November 7, 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=89873 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 2013 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 the Company’s 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 the Company’s 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 the Company’s Annual Report on Form 10-K and in the Company’s other reports filed with and available from the Securities and Exchange Commission.

Segment Results

(In thousands)

 

     Net Revenues
Three Months Ended
    Pre-Tax Income
Three Months Ended
 
     Sept. 28, 2012     Sept. 30, 2011     Sept. 28, 2012     Sept. 30, 2011  

Clearing

   $ 4,958      $ 4,966      $ 195      $ (76

Retail

     28,066        29,210        319        1,279   

Institutional

     32,895        33,272        9,925        10,160   

Bank

     11,633        13,021        1,281        2,748   

Other consolidated entities

     (3,443     (3,730     (20,752     (10,415
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated

   $ 74,109      $ 76,739      $ (9,032   $ 3,696   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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SWS Reports First Quarter Fiscal 2013 Results / 6

 

SWS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

September 28, 2012 and June 29, 2012

(In thousands, except par values and share amounts)

 

     September 28,
2012
    June 29,
2012
 
     (Unaudited)        

Assets

    

Cash and cash equivalents

   $ 71,153      $ 81,826   

Restricted cash and cash equivalents

     30,045        30,044   

Assets segregated for regulatory purposes

     213,636        176,299   

Receivable from brokers, dealers and clearing organizations

     1,261,812        1,425,697   

Receivable from clients, net of allowances

     251,328        256,840   

Loans, net

     796,578        833,640   

Securities owned, at fair value

     265,562        231,151   

Securities held to maturity

     23,880        25,904   

Securities purchased under agreements to resell

     21,823        25,186   

Goodwill

     7,552        7,552   

Securities available for sale

     356,713        307,789   

Other assets

     145,118        144,915   
  

 

 

   

 

 

 

Total assets

   $ 3,445,200      $ 3,546,843   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Short-term borrowings

   $ 126,500      $ 67,500   

Payable to brokers, dealers and clearing organizations

     1,167,808        1,349,370   

Payable to clients

     378,074        347,574   

Deposits

     1,059,250        1,062,233   

Securities sold under agreements to repurchase

     23,173        27,465   

Securities sold, not yet purchased, at fair value

     77,046        70,155   

Drafts payable

     24,586        24,970   

Advances from Federal Home Loan Bank

     67,318        68,641   

Long-term debt, net

     80,027        79,076   

Warrants

     35,995        27,810   

Other liabilities

     52,787        66,347   
  

 

 

   

 

 

 

Total liabilities

     3,092,564        3,191,141   

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 32,557,735 shares at September 28, 2012; issued 33,312,140 and outstanding 32,576,307 shares at June 29, 2012

     3,331        3,331   

Additional paid-in capital

     324,895        324,556   

Retained earnings

     24,440        30,084   

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

     5,043        2,745   

Deferred compensation, net

     3,436        3,427   

Treasury stock (754,405 shares at September 28, 2012 and 735,833 shares at June 29, 2012, at cost)

     (8,509     (8,441
  

 

 

   

 

 

 

Total stockholders’ equity

     352,636        355,702   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 3,445,200      $ 3,546,843   
  

 

 

   

 

 

 

 

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SWS Reports First Quarter Fiscal 2013 Results / 7

 

SWS GROUP, INC. AND SUBSIDIARIES

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

For the three months ended September 28, 2012 and September 30, 2011

(In thousands, except per share and share amounts)

(Unaudited)

 

     Three Months
Ended
September 28,
2012
    Three Months
Ended
September 30,
2011
 

Revenues:

    

Net revenues from clearing operations

   $ 2,139      $ 2,660   

Commissions

     32,323        35,639   

Interest

     26,625        33,661   

Investment banking, advisory and administrative fees

     9,794        9,876   

Net gains on principal transactions

     9,358        6,271   

Other

     6,185        4,490   
  

 

 

   

 

 

 

Total revenue

     86,424        92,597   

Interest expense

     12,315        15,858   
  

 

 

   

 

 

 

Net revenues

     74,109        76,739   
  

 

 

   

 

 

 

Non-interest expenses:

    

Commissions and other employee compensation

     54,259        53,158   

Occupancy, equipment and computer service costs

     7,697        7,877   

Communications

     3,219        2,919   

Floor brokerage and clearing organization charges

     1,023        1,073   

Advertising and promotional

     668        549   

Unrealized loss on Warrant valuation

     8,185        171   

Other

     8,090        7,296   
  

 

 

   

 

 

 

Total non-interest expenses

     83,141        73,043   
  

 

 

   

 

 

 

Income (loss) before income tax expense (benefit)

     (9,032     3,696   

Less: Income tax expense (benefit)

     (3,388     2,044   
  

 

 

   

 

 

 

Net income (loss)

     (5,644     1,652   

Net gain (loss) recognized in other comprehensive income

     2,298        (78
  

 

 

   

 

 

 

Comprehensive income (loss)

   $ (3,346   $ 1,574   
  

 

 

   

 

 

 

Earnings (loss) per share – basic

    

Net income (loss)

   $ (0.17   $ 0.05   
  

 

 

   

 

 

 

Weighted average shares outstanding – basic

     32,801,381        32,506,613   
  

 

 

   

 

 

 

Earnings (loss) per share – diluted

    

Net income (loss)

   $ (0.17   $ 0.05   
  

 

 

   

 

 

 

Weighted average shares outstanding – diluted

     32,801,381        32,506,613   
  

 

 

   

 

 

 

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