EX-99.1 2 d722721dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

SWS Group, Inc. Reports Financial Results for

Third Quarter of Fiscal 2014

DALLAS, May 6, 2014 – SWS Group, Inc. (NYSE: SWS) (“SWS” or the “Company”) today reported a net loss of $8.8 million, or $0.27 per diluted share, for its third quarter of fiscal 2014 on net revenues of $65.7 million, as compared to a net loss of $5.7 million, or $0.17 per diluted share, on net revenues of $66.8 million for the third quarter of fiscal 2013. The fiscal 2014 third quarter results include a $6.7 million unrealized pre-tax loss from the change in value of the Company’s outstanding warrants and $2.4 million in expenses related to the Company’s proposed merger with Hilltop Holdings, Inc. In the third quarter of fiscal 2013, the Company recorded a $3.8 million unrealized pre-tax loss from the change in value of the warrants.

“Our four operating segments recorded pre-tax profits for the third quarter and showed improved results as compared to last year’s quarter,” said James H. Ross, Chief Executive Officer of SWS Group, Inc. “We plan to continue building on this momentum in each of our business lines as we pursue the merger with Hilltop, which we expect to complete by the end of the calendar year, subject to customary closing conditions, including regulatory approvals and approval of the shareholders of SWS Group.”

The $1.1 million decrease in net revenues in the fiscal 2014 third quarter, as compared to the same quarter last fiscal year, was driven by a $2.3 million decrease in other revenues, a $1.0 million decrease in commissions revenue and a $1.0 million decrease in net interest revenues. These decreases were partially offset by a $2.7 million increase in net gains on principal transactions, primarily due to increases in the Institutional segment related to improvement in our fixed income businesses, and a $500,000 increase in investment banking, advisory and administrative fees, driven by an increase in fees earned by the Retail segment.

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SWS Reports Third Quarter Fiscal 2014 Results / 2

 

Fiscal 2014 third quarter operating expenses decreased $2.5 million, as compared to the third quarter of fiscal 2013. The largest component of the decrease was a $3.3 million decline in commissions and other employee compensation primarily resulting from staff reductions. The Company’s banking subsidiary, Southwest Securities, FSB (the “Bank”), recorded a $1.6 million loan loss recapture in the fiscal 2014 third quarter, as compared to no recapture in the same period of last fiscal year. A decrease in travel and entertainment expenses contributed to a $463,000 decrease in advertising and promotional expenses. Offsetting these reductions was a $2.9 million increase in expense from the change in value of the Company’s outstanding warrants.

For the first nine months of fiscal 2014, the Company reported a net loss of $6.8 million, on net revenues of $203.2 million, as compared to a net loss of $1.0 million, on net revenues of $216.2 million for the first nine months of fiscal 2013.

Clearing Segment

The Clearing segment reported pre-tax income of $979,000, on net revenues of $5.1 million in the third quarter of fiscal 2014, as compared to a pre-tax loss of $617,000, on net revenues of $4.5 million in the third quarter of fiscal 2013. The increase in net revenues was driven by a $418,000 increase in other revenues, primarily due to a $300,000 increase in third party servicing fees. Net interest revenue increased 7 percent, or $100,000, and clearing fee revenue increased 4 percent, or $89,000, driven by a 9 percent increase in the number of general securities tickets processed in the fiscal 2014 third quarter, as compared to the same period last fiscal year. Revenue per ticket increased approximately 48 percent to $11.66 in the third quarter of fiscal 2014, from $7.90 in the third quarter of fiscal 2013.

Clearing segment operating expenses decreased 19 percent to $4.1 million in the third quarter of fiscal 2014, as compared to $5.1 million in the same period last fiscal year, primarily due to a 17 percent decrease in operations and information technology expenses and a 54 percent reduction in compensation expenses.

 

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SWS Reports Third Quarter Fiscal 2014 Results / 3

 

Retail Segment

For the third quarter of fiscal 2014, the Retail segment reported pre-tax income of $2.4 million, on net revenues of $27.7 million, as compared to pre-tax income of $308,000, on net revenues of $27.8 million in the third quarter of fiscal 2013. Advisory fees increased $1.1 million with improvement in all areas of the business due to a 22 percent increase in assets under management, offset by a $1.0 million decline in revenue from the sale of insurance products. Total customer assets were $15.0 billion at March 31, 2014, as compared to $14.3 billion at March 29, 2013.

Retail segment operating expenses decreased 8 percent to $25.4 million for the fiscal 2014 third quarter, from $27.5 million for the fiscal 2013 third quarter. The decline was driven by a $1.2 million decrease in commissions and other employee compensation, due to headcount reductions made earlier in the year and lower production in the Company’s independent contractor business. In addition, travel and entertainment expenses decreased $354,000 and legal expenses fell by $120,000.

Institutional Segment

The Institutional segment reported pre-tax income of $6.1 million, on net revenues of $27.8 million, for the fiscal 2014 third quarter, as compared to pre-tax income of $4.8 million, on net revenues of $26.2 million, for the third quarter of fiscal 2013. The largest contributor to the increase in net revenues was a $2.9 million increase in net gains on principal transactions, primarily due to improvements in the municipal finance business in the fiscal 2014 third quarter, as compared to the same period last fiscal year. Investment banking and advisory fees decreased by $640,000, due to an $843,000 decrease in the taxable fixed income business on lower government agency underwriting revenue, partially offset by a $292,000 increase in municipal finance fees. Commissions revenue also declined by $626,000 in the fiscal 2014 third quarter, as compared to the third quarter of fiscal 2013, as portfolio trading commissions decreased $2.0 million and municipal finance commissions decreased $692,000. These decreases were partially offset by a $2.0 million increase in taxable fixed income commissions.

 

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SWS Reports Third Quarter Fiscal 2014 Results / 4

 

Institutional segment operating expenses in the fiscal 2014 third quarter increased 2 percent to $21.8 million, from $21.3 million in the third quarter of fiscal 2013, primarily due to a $180,000 increase in compensation expenses on higher segment revenues and a $188,000 increase in clearing charges.

Banking Segment

The Banking segment reported pre-tax income of $2.1 million, on net revenues of $8.3 million for the fiscal 2014 third quarter, as compared to pre-tax income of $1.2 million, on net revenues of $10.5 million for the fiscal 2013 third quarter. The 21 percent decrease in net revenues was primarily due to a $948,000 decline in net interest revenues due to a 21 percent decrease in average loan balances and a 20 basis point decrease in the net yield on interest-earning assets. Other revenue decreased $1.3 million, primarily due to a $1.2 million decrease in gains on Small Business Administration loan sales, a $599,000 decrease in gains recognized on the valuation of the Bank’s equity method investments, and a $493,000 loss in earnings from the Bank’s hedged interest rate swap positions. These decreases were partially offset by a $483,000 gain on the sale of available for sale securities, a $462,000 increase in the fair value of real estate owned (REO) and a $301,000 increase in net gains on the sale of REO.

The Bank’s operating expenses in the fiscal 2014 third quarter decreased 33 percent to $6.2 million, from $9.4 million in the fiscal 2013 third quarter, primarily due to the $1.6 million increase in the Bank’s loan loss recapture and a $623,000 decrease in commissions and other employee compensation. REO-related expenses decreased $904,000 as REO balances declined to $5.9 million at the end of the fiscal 2014 third quarter, from $23.7 million at the end of the same period last fiscal year.

At March 31, 2014, the Bank’s allowance for loan losses was $8.1 million, or 1.83 percent of loans held for investment, excluding purchased mortgage and fair value loans, as compared to $18.8 million, or 4.07 percent of loans held for investment, excluding purchased mortgage loans, at March 31, 2013.

Non-performing assets decreased 45 percent to $25.1 million at March 31, 2014, from $45.7 million at March 31, 2013. Total classified assets at March 31, 2014, were $40.9 million, or 22.9 percent of capital plus allowance for loan losses, as compared to $78.5 million, or 41.4 percent, at March 31, 2013.

 

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SWS Reports Third Quarter Fiscal 2014 Results / 5

 

At March 31, 2014, the Bank’s Tier 1 (core) capital ratio was 13.9 percent and total risk-based capital ratio was 27.4 percent, as compared to a Tier 1 (core) capital ratio of 13.1 percent and total risk-based capital ratio of 23.2 percent at March 31, 2013.

Conference Call

SWS Group will hold a conference call to discuss its results for the fiscal 2014 third quarter on Wednesday, May 7, 2014, at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The conference call will be broadcast live over the internet: http://www.videonewswire.com/event.asp?id=99055. 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.

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, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Hilltop will file with the SEC a registration statement on Form S-4 containing a proxy statement/prospectus of SWS and Hilltop, and SWS and Hilltop will each file other documents with respect to the proposed transaction and a definitive proxy statement/prospectus will be mailed to shareholders of SWS. Investors and security holders of SWS are urged to read the proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and security holders of SWS will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by SWS or Hilltop through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by SWS will be available free of charge on SWS’s internet website at www.swst.com or by contacting SWS’s Investor Relations Department at (214) 859-1800. Copies of the documents filed with the SEC by Hilltop will be available free of charge on Hilltop’s internet website at www.hilltop-holdings.com or by contacting Hilltop’s Investor Relations Department at (214) 252-4029.

SWS, Hilltop, their respective directors and certain of their executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of SWS is set forth in its Annual Report on Form 10-K for the year ended June 30, 2013, which was filed with the SEC on September 6, 2013, its proxy statement for its 2013 annual meeting of shareholders, which was filed with the SEC on October 3, 2013, and its Current Reports on Form 8-K, which were filed with the SEC on September 17, 2013 and October 1, 2013. Information about the directors and executive officers of Hilltop is set forth in its most recent proxy statement, which was filed with the SEC on April 30, 2013. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

 

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SWS Reports Third Quarter Fiscal 2014 Results / 6

 

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, trading counterparties 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     Pre-Tax Income (Loss)  
     Three Months Ended     Three Months Ended  
     March 31, 2014     March 29, 2013     March 31, 2014     March 29, 2013  

Clearing

   $ 5,118      $ 4,511      $ 979      $ (617

Retail

     27,722        27,797        2,355        308   

Institutional

     27,849        26,165        6,086        4,831   

Bank

     8,295        10,540        2,067        1,186   

Other consolidated entities

     (3,310     (2,259     (19,658     (15,264
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated

   $ 65,674      $ 66,754      $ (8,171   $ (9,556
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Reconciliation

SWS has included the presentation of Adjusted Pre-tax Loss, which is Loss before income tax expense (benefit), excluding the impact of the valuation adjustment for the warrants held by Hilltop and Oak Hill, the impact of the loan loss recapture for the banking segment and the impact of legal and financial advisory fee expenses associated with the proposed merger with Hilltop Holdings, Inc. Adjusted Pre-tax Loss is a non-GAAP financial measure as defined by Securities and Exchange Commission rules. SWS believes that the presentation of this non-GAAP financial measure provides useful information by excluding these items, which may not be indicative of the Company’s core operating results. While management believes this non-GAAP financial measure is useful in evaluating SWS, this information should be considered as supplemental in nature and not as a substitute for, or superior to, the related financial information prepared in accordance with GAAP.

 

     Three Months Ended  
(In thousands)    March 31, 2014     March 29, 2013  

Loss before income tax expense (benefit)

   $ (8,171   $ (9,556

Valuation adjustment for warrants

     6,745        3,840   

Merger agreement expenses

     2,356        —     

Loan loss recapture

     (1,578     —     
  

 

 

   

 

 

 

Adjusted pre-tax loss (non-GAAP)

   $ (648   $ (5,716
  

 

 

   

 

 

 

 

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SWS Reports Third Quarter Fiscal 2014 Results / 7

 

SWS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

March 31, 2014 and June 30, 2013

(In thousands, except par values and share amounts)

 

     March 31,
2014
    June 30,
2013
 
     (Unaudited)        
Assets     

Cash and cash equivalents

   $ 87,763      $ 111,046   

Restricted cash and cash equivalents

            30,047   

Assets segregated for regulatory purposes

     189,961        164,737   

Receivable from brokers, dealers and clearing organizations

     1,869,238        1,698,474   

Receivable from clients, net of allowances

     264,038        286,446   

Loans, net

     558,041        608,583   

Securities owned, at fair value

     288,969        209,633   

Securities held to maturity

     13,553        17,423   

Securities purchased under agreements to resell

     97,504        51,996   

Goodwill

     7,552        7,552   

Securities available for sale

     575,679        503,276   

Other assets

     97,928        91,160   
  

 

 

   

 

 

 

Total assets

   $ 4,050,226      $ 3,780,373   
  

 

 

   

 

 

 
Liabilities and Stockholders’ Equity     

Short-term borrowings

   $ 50,000      $ 131,500   

Payable to brokers, dealers and clearing organizations

     1,795,811        1,532,971   

Payable to clients

     359,494        335,655   

Deposits

     995,601        993,719   

Securities sold under agreements to repurchase

     69,961        37,012   

Securities sold, not yet purchased, at fair value

     177,460        134,735   

Drafts payable

     30,624        28,889   

Advances from Federal Home Loan Bank

     92,430        97,565   

Long-term debt, net

     86,537        83,102   

Warrants

     31,033        24,197   

Other liabilities

     54,215        65,742   
  

 

 

   

 

 

 

Total liabilities

     3,743,166        3,465,087   

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 32,754,033 shares at March 31, 2014; issued 33,312,140 and outstanding 32,629,213 shares at June 30, 2013

     3,331        3,331   

Additional paid-in capital

     324,221        325,030   

Accumulated deficit

     (10,134     (3,361

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

     (7,331     (5,334

Deferred compensation, net

     3,176        3,352   

Treasury stock (558,107 shares at March 31, 2014 and 682,927 shares at June 30, 2013, at cost)

     (6,203     (7,732
  

 

 

   

 

 

 

Total stockholders’ equity

     307,060        315,286   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 4,050,226      $ 3,780,373   
  

 

 

   

 

 

 

 

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SWS Reports Third Quarter Fiscal 2014 Results / 8

 

SWS GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

For the three and nine-months ended March 31, 2014 and March 29, 2013

(In thousands, except per share and share amounts)

(Unaudited)

 

     Three Months
Ended
March 31, 2014
    Three Months
Ended
March 29, 2013
    Nine Months
Ended
March 31, 2014
    Nine Months
Ended
March 29, 2013
 

Revenues:

        

Net revenues from clearing operations

   $ 2,170      $ 2,082      $ 6,676      $ 6,398   

Commissions

     30,247        31,275        90,558        94,965   

Interest

     22,273        22,800        65,501        72,696   

Investment banking, advisory and administrative fees

     9,704        9,196        31,103        31,361   

Net gains on principal transactions

     8,203        5,511        23,843        25,163   

Other

     4,891        7,191        19,785        18,953   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     77,488        78,055        237,466        249,536   

Interest expense

     11,814        11,301        34,311        33,328   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

     65,674        66,754        203,155        216,208   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-interest expenses:

        

Commissions and other employee compensation

     48,753        52,077        150,082        158,338   

Occupancy, equipment and computer service costs

     7,676        7,829        23,157        23,089   

Communications

     3,384        3,371        10,094        9,925   

Floor brokerage and clearing organization charges

     1,189        951        3,374        2,913   

Advertising and promotional

     459        922        1,721        2,327   

Loan loss recapture

     (1,578     __        (4,869     (1,450

Other

     7,217        7,320        19,507        23,780   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-interest expenses

     67,100        72,470        203,066        218,922   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other losses:

        

Unrealized loss on warrants valuation

     (6,745     (3,840     (6,836     (264
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income tax expense (benefit)

     (8,171     (9,556     (6,747     (2,978

Income tax expense (benefit)

     586        (3,838     27        (1,985
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (8,757     (5,718     (6,774     (993

Net income (loss) recognized in other comprehensive loss

     2,060        (725     (1,997     (1,260
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (6,697   $ (6,443   $ (8,771   $ (2,253
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share – basic

        

Net loss

   $ (0.27   $ (0.17   $ (0.21   $ (0.03
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding – basic

     33,020,499        32,896,805        32,987,933        32,857,860   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share – diluted

        

Net loss

   $ (0.27   $ (0.17   $ (0.21   $ (0.03
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding – diluted

     33,020,499        32,896,805        32,987,933        32,857,860   
  

 

 

   

 

 

   

 

 

   

 

 

 

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