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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Hilltop Holdings Inc.a13-24039_18k.htm
EX-99.2 - EX-99.2 - Hilltop Holdings Inc.a13-24039_1ex99d2.htm

Exhibit 99.1

 

Investor Relations Contact:

Isabell Novakov
214-252-4029
inovakov@plainscapital.com

 

Hilltop Holdings Inc. Announces Financial Results for Third Quarter of 2013

 

DALLAS — (BUSINESS WIRE) November 12, 2013 — Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”), the parent company of PlainsCapital Corporation (“PlainsCapital”), announced financial results for the third quarter of 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 net income to common stockholders of $31.8 million, or $0.36 per diluted share, for the third quarter of 2013. Net loss to common stockholders was $4.0 million, or $0.07 per diluted share, for the third quarter of 2012. Net income to common stockholders was $20.9 million, or $0.24 per diluted share, for the second quarter of 2013. Hilltop’s annualized return on average assets and return on average equity for the third quarter of 2013 were 1.73% and 10.92%, respectively.

 

“Hilltop’s third quarter results illustrate the diversity of our businesses and their collective profitability.  Our banking and insurance businesses produced strong results for the quarter.  However, the results of our mortgage origination and financial advisory businesses were impacted by adverse market conditions.  We have undertaken cost reductions to improve the efficiency of our mortgage platform while maintaining the strength of our franchise.” said Jeremy Ford, CEO of Hilltop.

 

“We also are excited about the First National Bank transaction and welcome its customers and employees to PlainsCapital Bank.  We now have 84 branches and are in all major Texas markets.  The transaction allowed Hilltop to deploy excess capital and further build upon our core banking business.”

 

Third Quarter 2013 Highlights for Hilltop:

 

·                  Hilltop assumed substantially all of the liabilities, including all of the deposits, and acquired substantially all of the assets of Edinburg, TX-based First National Bank (“FNB”) through a FDIC-assisted transaction on September 13, 2013 (“FNB Transaction”);

·                  Hilltop’s total assets increased to $9.1 billion at September 30, 2013, compared to $7.4 billion at June 30, 2013;

·                  Total stockholders’ equity increased by $34.6 million from June 30, 2013 to $1.2 billion at September 30, 2013;

·                  Loans held for investment, net of allowance for loan losses, increased by 35.5% to $4.4 billion (including covered and non-covered loans), and loans held for sale decreased by 25.9% to $1.0 billion from June 30, 2013 to September 30, 2013;

·                  Total deposits increased by $2.4 billion from June 30, 2013 to $6.9 billion at September 30, 2013;

·                  Hilltop was well-capitalized with a Tier 1 Leverage Ratio(1) of 13.96% and Total Capital Ratio of 17.14% at September 30, 2013; and

·                  Hilltop continues to retain approximately $177 million of freely usable cash, following a $35 million capital contribution (included in a $60 million overall contribution) to PlainsCapital Bank in connection with the FNB Transaction.

 

 


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

 

GRAPHIC

 



 

For the third quarter of 2013, taxable equivalent net interest income was $72.0 million compared with $69.0 million in the second quarter of 2013, a 4.3% increase. The consolidated taxable equivalent net interest margin was 4.45% for the third quarter, a 12 basis point increase from the second quarter of 2013.  During the third quarter, the consolidated taxable equivalent net interest margin was impacted by accretion of discount on loans of $15.7 million, amortization of premium on acquired securities of $1.2 million and amortization of premium on acquired time deposits of $0.8 million.

 

For the third quarter of 2013, noninterest income was $205.8 million compared with $239.2 million in the second quarter of 2013, a 14.0% decrease. The decline was driven by lower volumes and gain-on-sale margins within the mortgage business. Net gains from sale of loans, other mortgage production income and mortgage loan origination fees declined $37.8 million from the second quarter of 2013 to $127.4 million in the third quarter of 2013. Mortgage loan originations totaled $2.9 billion in the third quarter of 2013, versus $3.5 billion in the second quarter of 2013.  Net premiums earned increased to $40.0 million in the third quarter of 2013 from $38.6 million in second quarter of 2013, which is primarily attributable to volume and rate increases in homeowners and mobile home products. Advisory fees and commissions from our financial advisory segment decreased from $26.0 million in the second quarter of 2013 to $22.3 million in the third quarter of 2013, as rising interest rates and volatility in fixed income markets reduced financial advisory fees and fixed income sales.  We also recorded a $3.3 million preliminary pre-tax bargain purchase gain related to the FNB Transaction.

 

For the third quarter of 2013, noninterest expense was $216.6 million compared with $260.4 million in the second quarter of 2013, a 16.8% decrease. Employees’ compensation and benefits declined $13.5 million, or 10.2%, to $119.2 million primarily due to lower variable compensation tied to mortgage origination volume. As a result of the decline in origination volume, the mortgage origination segment also reduced its non-origination employee headcount by approximately 10% during the third quarter. The third quarter was not significantly impacted by the reductions, as cost savings were offset by severance expense. Loss and loss adjustment expenses declined to $24.6 million in the third quarter of 2013 from $48.2 million in the second quarter of 2013. This was driven by lower claims volume and containment during the second quarter of significant losses related to weather events in May 2013. Occupancy and equipment expense remained flat, while other noninterest expense declined to $40.1 million in the third quarter of 2013 from $47.7 million in the second quarter of 2013. Amortization of identifiable intangibles from purchase accounting was $2.5 million for the third quarter of 2013.

 

For the third quarter of 2013, the provision for non-covered loan losses was $10.7 million, compared to $11.3 million for the second quarter of 2013. Included in the provision for the third quarter of 2013 were provisions for loan losses related to acquired performing loans of approximately $2.6 million. Net charge-offs on non-covered loans for the third quarter of 2013 were $3.7 million, and the allowance for non-covered loan losses was $33.2 million, or 1.0% of total non-covered loans. Non-covered, non-performing assets at September 30, 2013 were $30.5 million, or 0.34% of total assets, compared to $31.9 million, or 0.43% of total assets, at June 30, 2013.

 

On October 15, 2013, HTH Operating Partnership LP, a wholly-owned subsidiary of Hilltop, called for redemption all of its outstanding 7.5% Senior Exchangeable Notes due 2025 (the “Notes”) on November 14, 2013 (the “Redemption Date”). At October 15, 2013, 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 will be redeemed at a redemption price equal to the principal amount of the Notes, plus accrued and unpaid interest up to, but excluding, the Redemption Date.

 



 

FNB Transaction

 

On September 13, 2013, Hilltop, through PlainsCapital Bank, assumed substantially all of the liabilities, including all of the deposits, and acquired substantially all of the assets of Edinburg, Texas-based FNB from the Federal Deposit Insurance Corporation (the “FDIC”), as receiver, and reopened acquired branches of FNB under the PlainsCapital Bank name. FNB’s expansive branch network allows the Bank to further develop its Texas footprint through expansion into the Rio Grande Valley, Houston, Corpus Christi, Laredo and El Paso markets, among others. Based on preliminary purchase date valuations, the fair market value of the assets acquired was $2.2 billion, including $1.1 billion in covered loans, $286.2 million in securities, $121.0 million in covered other real estate owned and $45.9 million in non-covered loans. The Bank also assumed $2.2 billion in liabilities, consisting primarily of deposits. The operations of FNB are included in the Bank’s operating results beginning September 14, 2013, but were not significant to Hilltop’s consolidated statements of operations for the three and nine months ended September 30, 2013.

 

Condensed Balance Sheet

 

September 30,

 

June 30,

 

March 31,

 

($000s)

 

2013

 

2013

 

2013

 

Cash and due from banks

 

976,188

 

596,351

 

588,838

 

Investment securities

 

1,322,635

 

1,106,379

 

1,207,274

 

Loans held for sale

 

1,046,801

 

1,412,960

 

1,242,322

 

Non-covered loans, net of unearned income

 

3,310,224

 

3,253,001

 

3,248,367

 

Allowance for loan losses

 

(33,180

)

(26,237

)

(16,637

)

Non-covered loans, net of allowance for loan losses

 

3,277,044

 

3,226,764

 

3,231,730

 

Covered loans

 

1,096,590

 

 

 

Premises and equipment, net

 

187,857

 

110,937

 

111,894

 

All other assets

 

1,186,477

 

949,412

 

834,852

 

Total assets

 

9,093,592

 

7,402,803

 

7,216,910

 

 

 

 

 

 

 

 

 

Total deposits

 

6,936,162

 

4,496,469

 

4,758,438

 

Short term borrowings

 

305,297

 

1,003,804

 

576,730

 

Notes payable

 

140,111

 

139,938

 

140,747

 

All other liabilities

 

505,669

 

590,792

 

562,410

 

Total liabilities

 

7,887,239

 

6,231,003

 

6,038,325

 

Total Hilltop stockholders’ equity

 

1,205,475

 

1,170,895

 

1,177,809

 

Noncontrolling interest

 

878

 

905

 

776

 

Total liabilities & stockholders’ equity

 

9,093,592

 

7,402,803

 

7,216,910

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Condensed Income Statement

 

September 30,

 

June 30,

 

March 31,

 

September 30,

 

($000s)

 

2013

 

2013

 

2013

 

2013

 

Interest income

 

79,238

 

76,168

 

74,555

 

230,010

 

Interest expense

 

7,786

 

7,743

 

7,343

 

22,872

 

Net interest income

 

71,452

 

68,425

 

67,212

 

207,138

 

Provision for loan losses

 

10,658

 

11,289

 

13,005

 

34,952

 

Net interest income after provision for loan losses

 

60,794

 

57,136

 

54,207

 

172,186

 

Noninterest income

 

205,758

 

239,233

 

213,327

 

658,269

 

Noninterest expense

 

216,617

 

260,400

 

214,991

 

692,008

 

Income before income taxes

 

49,935

 

35,969

 

52,543

 

138,447

 

Income tax expense

 

16,632

 

13,309

 

19,170

 

49,111

 

Net income

 

33,303

 

22,660

 

33,373

 

89,336

 

Less: Net income attributable to noncontrolling interest

 

339

 

568

 

300

 

1,207

 

Income attributable to Hilltop

 

32,964

 

22,092

 

33,073

 

88,129

 

Dividends on preferred stock

 

1,133

 

1,149

 

703

 

2,985

 

Income applicable to Hilltop common stockholders

 

31,831

 

20,943

 

32,370

 

85,144

 

 



 

 

 

Three Months Ended

 

 

 

September 30,

 

June 30,

 

March 31,

 

Selected Financial Data

 

2013

 

2013

 

2013

 

Return on average stockholders’ equity

 

10.92

%

7.29

%

11.46

%

Return on average assets

 

1.73

%

1.24

%

1.87

%

Net interest margin (taxable equivalent)

 

4.45

%

4.33

%

4.35

%

Earnings per common share ($):

 

 

 

 

 

 

 

Basic:

 

0.38

 

0.25

 

0.39

 

Diluted:

 

0.36

 

0.24

 

0.39

 

Weighted average shares outstanding (000’s)

 

 

 

 

 

 

 

Basic:

 

83,493

 

83,490

 

83,487

 

Diluted:

 

90,460

 

90,294

 

83,743

 

Book value per share ($)

 

13.00

 

12.59

 

12.74

 

Shares outstanding (000’s)

 

83,959

 

83,956

 

83,487

 

 

 

 

September 30,

 

June 30,

 

March 31,

 

Capital Ratios

 

2013

 

2013

 

2013

 

 

 

 

 

 

 

 

 

Tier 1 capital (to average assets):

 

 

 

 

 

 

 

PlainsCapital Bank

 

11.05

%

9.74

%

9.22

%

Hilltop

 

13.96

%

13.66

%

13.39

%

Tier 1 capital (to risk-weighted assets):

 

 

 

 

 

 

 

PlainsCapital Bank

 

12.76

%

12.77

%

12.21

%

Hilltop

 

16.56

%

18.35

%

18.21

%

Total capital (to risk-weighted assets):

 

 

 

 

 

 

 

PlainsCapital Bank

 

13.36

%

13.35

%

12.59

%

Hilltop

 

17.14

%

18.90

%

18.58

%

 

 

 

Three Months Ended

 

 

 

September 30, 2013

 

 

 

Average

 

Interest

 

Annualized

 

 

 

Outstanding

 

Earned or

 

Yield or

 

Net Interest Margin Analysis

 

Balance

 

Paid

 

Rate

 

Assets

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

Loans, gross

 

$

4,451,589

 

$

68,121

 

6.03

%

Investment securities - taxable

 

976,775

 

7,202

 

2.97

%

Investment securities - non-taxable

 

166,789

 

1,641

 

3.93

%

Federal funds sold and securities purchased under agreements to resell

 

36,762

 

35

 

0.38

%

Interest-bearing deposits in other financial institutions

 

591,581

 

282

 

0.19

%

Other

 

166,559

 

2,546

 

5.66

%

Interest-earning assets, gross

 

6,390,055

 

79,827

 

4.93

%

Allowance for loan losses

 

(29,042

)

 

 

 

 

Interest-earning assets, net

 

6,361,013

 

 

 

 

 

Noninterest-earning assets

 

985,793

 

 

 

 

 

Total assets

 

$

7,346,806

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

Interest-bearing deposits

 

$

4,877,836

 

$

3,685

 

0.30

%

Notes payable and other borrowings

 

696,472

 

4,101

 

2.02

%

Total interest-bearing liabilities

 

5,574,308

 

7,786

 

0.54

%

Noninterest-bearing liabilities

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

159,244

 

 

 

 

 

Other liabilities

 

431,529

 

 

 

 

 

Total liabilities

 

6,165,081

 

 

 

 

 

Stockholders’ equity

 

1,181,165

 

 

 

 

 

Noncontrolling interest

 

560

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

7,346,806

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$

72,041

 

 

 

Net interest spread

 

 

 

 

 

4.39

%

Net interest margin

 

 

 

 

 

4.45

%

 



 

Conference Call Information

 

Hilltop will host a live webcast and conference call at 8:00 AM Central (9:00 AM Eastern), Tuesday, November 12, 2013. Hilltop President and CEO Jeremy B. Ford and other key management members will discuss results for the third quarter of 2013. 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 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’s 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 September 30, 2013, Hilltop employed approximately 4,750 people and operated approximately 400 locations in 45 states. Hilltop’s 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) changes in the default rate of our loans and risks associated with concentration in real estate related loans; (ii) changes in general economic, market and business conditions in areas or markets where we compete; (iii) changes in the interest rate environment; (iv) cost and availability of capital; (v) 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; (vi) our participation in governmental programs, including the Small Business Lending Fund; (vii) severe catastrophic events in our geographic area; (viii) failure of our insurance segment reinsurers to pay obligations under reinsurance contracts; (ix) changes in key management; (x) approval of new, or changes in, accounting policies and practices; (xi) our ability to estimate loan losses; (xii) our ability to use net operating loss carry forwards to reduce future tax payments; (xiii) 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; (xiv) risks associated with merger and acquisition integration; (xv) our ability to obtain reimbursements for losses on acquired loans under loss-share agreements with the Federal Deposit Insurance Corporation; and (xvi) our ability to use excess cash in an effective manner, including the execution of successful acquisitions. For more information, see the risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2012 and other reports filed with the Securities and Exchange Commission.

 

Source: Hilltop Holdings Inc.