Schedule I - Condensed Financial Information Of Registrant (Tables)

12 Months Ended

Jun. 30, 2014

Schedule I - Condensed Statements of Financial Condition



	2014	2013
Assets
Restricted cash and cash equivalents	$ -	$ 30,047
Investment in subsidiaries, at equity	421,942	408,954
Securities available for sale	133	146
Deferred compensation asset	19,410	17,593
Loan receivable from Southwest Securities, Inc.	30,000	-
Deferred tax asset	(10,148)	(14,971)
Other assets	2,499	3,273
	$ 463,836	$ 445,042

Liabilities and Stockholders’ Equity
Long-term debt	$ 87,769	$ 83,102
Stock purchase warrants (“warrants”)	27,796	24,197
Other liabilities	38,399	22,457
Stockholders’ equity	309,872	315,286
	$ 463,836	$ 445,042

Schedule I - Condensed Statements Of Comprehensive Loss And Stockholders'



	2014	2013	2012
Revenue:
Net gains (losses) on principal transactions	$ 97	$ 3,719	$ (12)
Interest revenue	192	212	225
Other revenue	2,134	474	(785)
	2,423	4,405	(572)
Expenses:
Other expense	25,676	21,572	19,115

Other (losses) gains:
Unrealized (loss) gain on warrants valuation	(3,599)	3,613	(3,674)

Loss before income tax (benefit) expense and equity in earnings of subsidiaries	(26,852)	(13,554)	(23,361)
Income tax (benefit) expense	(5,500)	24,787	(7,794)
Loss before equity in earnings of subsidiaries	(21,352)	(38,341)	(15,567)
Equity earnings of subsidiaries	14,274	4,896	10,838
Net loss	(7,078)	(33,445)	(4,729)
Other comprehensive income (loss):
Net income (loss) recognized in other comprehensive income of subsidiary, net of tax
of $686 in 2014; $(3,378) in 2013 and $644 in 2012 on available for sale securities	1,277	(6,272)	1,195
Realized gain on sale of securities available for sale, net of tax of
$(273) in 2014; $(1,277) in 2013 and $(195) in 2012	(508)	(2,373)	(362)
Net gains recognized in other comprehensive income, net of tax of $0 in 2014;
$294 in 2013 and $615 in 2012 on available for sale securities	46	566	1,147
Net income (loss) recognized in other comprehensive loss	815	(8,079)	1,980

Comprehensive loss	(6,263)	(41,524)	(2,749)

Stockholders’ equity at beginning of year	315,286	355,702	357,469
Restricted stock plan	895	1,033	1,093
Shortfall for taxes on vesting of restricted stock	-	-	(62)
Deferred compensation plan	(46)	75	(49)
Stockholders’ equity at end of year	$ 309,872	$ 315,286	$ 355,702

Schedule I - Condensed Statements of Cash Flows



	2014	2013	2012
Cash flows from operating activities:
Net loss	$ (7,078)	$ (33,445)	$ (4,729)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discount on long-term debt	4,667	4,026	3,212
Amortization of deferred debt issuance costs	492	492	451
Increase (decrease) in fair value of warrants	3,599	(3,613)	3,674
Deferred income tax benefit	(10,130)	(5,178)	(1,584)
Allowance for deferred tax asset	4,582	29,998	28
Deferred compensation for deferred compensation plan and restricted stock plan	(1,826)	(777)	1,516
Gain on sale of available for sale and investment securities	-	(3,550)	-
Equity in undistributed earnings of subsidiaries	(12,219)	(22,956)	(39,436)
Equity in (gains) losses of unconsolidated ventures	(17)	640	620
Dividend received on investments	(2)	(3)	(43)
Shortfall for taxes on vesting of restricted stock	-	-	62
Change in operating assets and liabilities:
Decrease in restricted cash	49
Increase in loans receivable to subsidiaries	(30,000)	-	-
(Increase) decrease in securities owned	(97)	(169)	12
Increase in other assets	(699)	(2,792)	(772)
Increase (decrease) in other liabilities	8,021	11,599	(695)
Net cash used in operating activities	(40,658)	(25,728)	(37,684)

Cash flows from investing activities:
Payments on notes and other accounts/loans with subsidiaries	-	-	(50,000)
Repayments on notes and other accounts with subsidiaries	10,629	20,768	17,766
Cash received from investments	-	341	-
Proceeds from the sale of securities available for sale	-	4,464	-
Proceeds from redemption of restricted cash investment bond	30,000	-	-
Investment of proceeds received from Hilltop Holdings, Inc., Oak Hill Capital
Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. in
restricted fund	-	-	(30,000)
Net cash provided by (used in) investing activities	40,629	25,573	(62,234)

Cash flows from financing activities:
Payment of cash dividends on common stock	-	-	-
Shortfall for taxes on vesting of restricted stock	-	-	(62)
Proceeds related to the deferred compensation plan	317	276	309
Purchase of treasury stock related to deferred compensation plan	(288)	(121)	(329)
Cash proceeds received from Hilltop Holdings, Inc., Oak Hill Capital
Partners III, L.P. and Oak Hill Capital Management Partners III, L.P.	-	-	100,000
Net cash provided by financing activities	29	155	99,918
Net change in cash	-	-	-
Cash at beginning of year	-	-	-
Cash at end of year	$ -	$ -	$ -