DALLAS--(BUSINESS WIRE)--Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”) today announced financial results for the second quarter 2015. Hilltop produced income to common stockholders of $29.6 million, or $0.30 per diluted share, for the second quarter of 2015, compared to $27.1 million, or $0.30 per diluted share, for the second quarter of 2014. Hilltop’s annualized return on average assets and return on average equity for the second quarter of 2015 were 0.97% and 7.12%, respectively. The return on average assets and return on average equity for the second quarter of 2014 were 1.24% and 7.99%, respectively.
Jeremy Ford, CEO of Hilltop, said, “Hilltop had favorable results this quarter, led by the banking and mortgage segments. PlainsCapital Bank generated 10% annualized loan growth in the quarter, while controlling operating expenses and maintaining sound credit quality. PrimeLending increased its mortgage originations year-over-year by 35% and maintained its strong industry market share at 0.97%. National Lloyds experienced seasonally challenging weather, but is enhancing its position with continued improvements in operations.”
Mr. Ford continued, “The underlying broker-dealer operations performed profitably for the quarter when excluding transaction and integration costs. We are confident in the direction of the business as the leadership team and employees of First Southwest and Southwest Securities continue to make significant progress towards full integration.”
Mr. Ford concluded, “We successfully executed certain balance sheet initiatives by refinancing our SBLF with a senior note issuance and repurchasing $17 million of Hilltop common stock. We are excited about the second half of 2015 and remain focused on delivering long-term shareholder value.”
Second Quarter 2015 Highlights for Hilltop:
- Hilltop’s total assets remained relatively unchanged, decreasing to $12.5 billion at June 30, 2015, compared to $12.6 billion at March 31, 2015;
- Hilltop common equity increased by $8.3 million from March 31, 2015 to $1.7 billion at June 30, 2015;
- Non-covered loans1 held for investment, net of allowance for loan losses, increased by 2.5% to $4.9 billion, and covered loans1, net of allowance for loan losses, decreased by 10.4% to $493.3 million from March 31, 2015 to June 30, 2015;
- Loans held for sale increased by 15.0% to $1.4 billion, from March 31, 2015 to June 30, 2015;
- Total deposits decreased by $332.8 million from March 31, 2015 to $6.8 billion at June 30, 2015;
- Hilltop was well-capitalized with a Tier 1 Leverage Ratio2 of 11.87% and Total Capital Ratio of 19.29% at June 30, 2015; and
- Hilltop continues to retain approximately $78.8 million of freely usable cash, as well as excess capital at its subsidiaries, at June 30, 2015.
For the second quarter of 2015, consolidated taxable equivalent net interest income was $101.4 million compared with $99.0 million in the second quarter of 2014, a 2.4% increase. The consolidated taxable equivalent net interest margin was 3.75% for the second quarter of 2015, a 143 basis point decrease from 5.18% in the second quarter of 2014. During the second quarter of 2015, the consolidated taxable equivalent net interest margin was 96 basis points greater due to purchase accounting, which was primarily related to accretion of discount on loans of $23.6 million, offset by amortization of premium on acquired securities of $1.0 million. During the second quarter of 2014, the consolidated taxable equivalent net interest margin was 164 basis points greater due to purchase accounting, which was primarily related to accretion of discount on loans of $25.9 million, offset by amortization of premium on acquired securities of $1.0 million and amortization of premium on acquired time deposits of $2.5 million. Moreover, the consolidated taxable equivalent net interest margin was 84 basis points lower due to the impact of securities financing operations within our broker-dealer segment during the three months ended June 30, 2015. During the second quarter of 2015, the banking segment’s taxable equivalent net interest margin of 5.02% was 145 basis points greater due to the impact of purchase accounting.
For the second quarter of 2015, noninterest income was $301.4 million compared to $203.3 million in the second quarter of 2014, a 48.3% increase. Net gains from sale of loans, other mortgage production income and mortgage loan origination fees increased $45.1 million from the second quarter of 2014 to $168.1 million in the second quarter of 2015. Total mortgage loan origination volume increased 35.1% to $3.8 billion during the three months ended June 30, 2015 compared to $2.8 billion during the three months ended June 30, 2014. Home purchases volume represented 76.0% of total mortgage loan origination volume during the second quarter of 2015. Net insurance premiums earned remained flat at $40.3 million in the second quarter of 2015 compared to $40.8 million in the second quarter of 2014. Advisory fees and commissions from our broker-dealer segment increased $48.5 million to $70.8 million in the second quarter of 2015, primarily due to the operations acquired in the SWS Merger as well as increased volumes in our non-profit housing program (TBA) and higher revenues from advising public finance clients.
For the second quarter of 2015, noninterest expense was $353.3 million compared to $251.2 million in the second quarter of 2014, a 40.6% increase. Employees’ compensation and benefits increased $75.9 million, or 61.0%, to $200.4 million in the second quarter of 2015, primarily due to operations acquired in the SWS Merger as well as increased variable compensation tied to the mortgage origination and broker-dealer segments. Loss and loss adjustment expenses increased to $41.2 million in the second quarter of 2015 from $35.3 million in the second quarter of 2014, while policy acquisition and other underwriting expenses remained unchanged at $11.7 million during the second quarter of 2015 compared to the same quarter a year ago. Occupancy and equipment expense increased by $5.1 million from the second quarter of 2014 to $30.8 million in the second quarter of 2015. Amortization of identifiable intangibles from purchase accounting was $2.6 million for the second quarter of 2015. In connection with the SWS Merger, during the six months ended June 30, 2015, we incurred $14.5 million in pre-tax transaction and integration costs, consisting of $8.2 million in the broker-dealer segment, $3.0 million in the banking segment and $3.3 million within corporate.
For the second quarter of 2015, the provision for loan losses was $0.2 million, compared to $5.5 million for the second quarter of 2014. During the second quarter of 2015, the provision was comprised of charges relating to newly originated loans and acquired loans without credit impairment at acquisition of $0.7 million and the recapture of charges on purchased credit impaired loans of $0.5 million. Net recoveries on non-covered loans for the second quarter of 2015 were $0.5 million, and the allowance for non-covered loan losses was $40.5 million, or 0.82% of total non-covered loans at June 30, 2015. Non-covered, non-performing assets at June 30, 2015 were $31.2 million, or 0.25% of total assets.
Stock Repurchase Program
During the second quarter of 2015, our Board of Directors approved a stock repurchase program under which it authorized us to repurchase, in the aggregate, up to $30.0 million of our outstanding common stock. Under the stock repurchase program authorized, we may repurchase shares in open-market purchases or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Securities Exchange Act of 1934. The extent to which we repurchase our shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, as determined by our management team. The purchases will be funded from available cash balances. During the three months ended June 30, 2015, we paid $17.0 million to repurchase and retire 774,444 shares at an average price of $21.89 per share. These retired shares were returned to our pool of authorized but unissued shares of common stock.
Senior Notes Offering and SBLF Redemption
On April 9, 2015, we completed our offering of $150.0 million aggregate principal amount of our 5% senior notes due 2025 (“Senior Notes”) in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Senior Notes were offered within the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to persons outside of the United States under Regulation S under the Securities Act. The Senior Notes were issued pursuant to an indenture, dated as of April 9, 2015, by and between Hilltop and U.S. Bank National Association, as trustee. The net proceeds from the offering, after deducting estimated fees and expenses and the initial purchaser’ discounts, were approximately $148 million. We used the net proceeds of the offering to redeem all of Hilltop’s outstanding Non-Cumulative Perpetual Preferred Stock, Series B at an aggregate liquidation value of $114.1 million, plus accrued but unpaid dividends of $0.4 million and Hilltop is utilizing the remainder for general corporate purposes.
1 “Covered loans” refers to loans acquired in the FNB Transaction that are subject to loss-share agreements with the FDIC, while all other loans are referred to as “non-covered loans.”
2 Based on the end of period Tier 1 capital divided by total average assets during the second quarter of 2015, excluding goodwill and intangible assets.
Condensed Financial and Other Information
|Condensed Balance Sheet||June 30,||March 31,||December 31,||September 30,||June 30,|
|Cash and due from banks||583,043||694,108||782,473||635,933||673,972|
|Loans held for sale||1,397,617||1,215,308||1,309,693||1,272,813||1,410,873|
|Non-covered loans, net of unearned income||4,956,969||4,834,687||3,920,476||3,768,843||3,714,837|
|Allowance for non-covered loan losses||(40,484||)||(39,365||)||(37,041||)||(39,027||)||(36,431||)|
|Non-covered loans, net||4,916,485||4,795,322||3,883,435||3,729,816||3,678,406|
|Covered loans, net of allowance for loan losses||493,299||550,626||638,029||747,514||840,898|
|Broker-dealer and clearing organization receivables||2,070,770||2,222,517||167,884||223,679||190,764|
|Covered other real estate owned||125,510||137,703||136,945||126,798||142,174|
|FDIC indemnification asset||102,381||107,567||130,437||149,788||175,114|
|Premises and equipment, net||206,411||215,684||206,991||205,734||201,545|
|Broker-dealer and clearing organization payables||2,048,176||1,951,040||179,042||243,835||227,891|
|Total Hilltop stockholders' equity||1,673,513||1,779,284||1,460,452||1,422,975||1,396,442|
|Total liabilities & stockholders' equity||12,477,198||12,560,735||9,242,416||9,180,402||9,396,448|
Three Months Ended
|Condensed Income Statement||June 30,||March 31,||December 31,||September 30,||June 30,|
|Net interest income||100,667||93,392||91,514||85,760||98,446|
|Provision for loan losses||158||2,687||4,125||4,033||5,533|
|Net interest income after provision for loan losses||100,509||90,705||87,389||81,727||92,913|
|Income before income taxes||48,592||128,442||54,416||39,118||44,982|
|Income tax expense||18,137||15,420||20,950||14,010||16,294|
|Less: Net income attributable to noncontrolling interest||405||353||325||296||177|
|Income attributable to Hilltop||30,050||112,669||33,141||24,812||28,511|
|Dividends on preferred stock||428||1,426||1,425||1,426||1,426|
|Income applicable to Hilltop common stockholders||29,622||111,243||31,716||23,386||27,085|
Three Months Ended
|June 30,||March 31,||December 31,||September 30,||June 30,|
|Selected Financial Data||2015||2015||2014||2014||2014|
|Return on average stockholders' equity||7.12||%||26.76||%||8.55||%||6.51||%||7.99||%|
|Return on average assets||0.97||%||3.64||%||1.42||%||1.03||%||1.24||%|
|Net interest margin (taxable equivalent)||3.75||%||3.53||%||4.72||%||4.38||%||5.18||%|
|Earnings per common share ($):|
Weighted average shares outstanding (000s):
|Book value per share ($)||16.82||16.60||14.93||14.51||14.22|
Shares outstanding (000s)
|June 30,||March 31,||December 31,||September 30,||June 30,|
|Tier 1 capital (to average quarterly assets):|
|Common Equity Tier 1 capital (to risk-weighted assets):|
|Tier 1 capital (to risk-weighted assets):|
|Total capital (to risk-weighted assets):|
|Segment Results ($000s)||Mortgage||All Other and||Hilltop|
|Three Months Ended June 30, 2015||Banking||Broker-Dealer||Origination||Insurance||Corporate||Eliminations||Consolidated|
|Net interest income (expense)||$||90,881||$||8,022||$||(2,277||)||$||699||$||(1,599||)||$||4,941||$||100,667|
|Provision for loan losses||304||(146||)||-||-||-||-||158|
|Income (loss) before income taxes||$||45,100||$||(1,932||)||$||20,998||$||(12,526||)||$||(3,491||)||$||443||$||48,592|
|Three Months Ended June 30,|
|Outstanding||Earned or||Yield or||Outstanding||Earned or||Yield or|
|Loans, gross (1)||$||6,563,094||$||96,967||5.88||%||$||5,526,869||$||92,204||6.63||%|
|Investment securities - taxable||1,087,238||6,210||2.29||%||1,144,269||7,618||2.66||%|
|Investment securities - non-taxable (2)||235,229||2,296||3.91||%||185,533||1,772||3.82||%|
Federal funds sold and securities purchased under agreements to resell
Interest-bearing deposits in other financial institutions
|Interest-earning assets, gross||10,853,486||116,401||4.27||%||7,671,045||104,993||5.44||%|
|Allowance for loan losses||(41,789||)||(38,909||)|
|Interest-earning assets, net||10,811,697||7,632,136|
|Liabilities and Stockholders' Equity|
|Notes payable and other borrowings||3,345,511||11,095||1.32||%||966,143||2,866||1.18||%|
|Total interest-bearing liabilities||8,095,201||14,995||0.74||%||5,489,337||5,962||0.43||%|
|Total liabilities and stockholders' equity||$||12,559,806||$||8,936,658|
|Net interest income (2)||$||101,406||$||99,031|
|Net interest spread (2)||3.53||%||5.01||%|
|Net interest margin (2)||3.75||%||5.18||%|
|(1) Average balance includes non-accrual loans.|
(2) Annualized taxable equivalent adjustments are based on a 35% tax rate. The adjustment to interest income was $0.7 million and $0.6 million for the three months ended June 30, 2015 and 2014, respectively.
Conference Call Information
Hilltop will host a live webcast and conference call at 8:00 AM Central (9:00 AM Eastern), Thursday, July 30, 2015. Hilltop President and CEO Jeremy B. Ford and other key management members will discuss results for the second quarter of 2015. Interested parties can access the conference call by dialing 1-877-508-9457 (domestic) or 1-412-317-0789 (international). The conference call also will be webcast simultaneously on Hilltop’s Investor Relations website (http://ir.hilltop-holdings.com).
Hilltop Holdings is a Dallas-based financial holding company. Through its wholly owned subsidiary, PlainsCapital Corporation, a regional commercial banking franchise, it has two operating subsidiaries: PlainsCapital Bank and PrimeLending. Under Hilltop Securities Holdings LLC, First Southwest, Southwest Securities and SWS Financial Services provide a full complement of securities brokerage, institutional and investment banking services in addition to clearing services and retail financial advisory. Through Hilltop Holdings’ 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 June 30, 2015, Hilltop employed approximately 5,400 people and operated approximately 450 locations in 44 states. Hilltop Holdings' common stock is listed on the New York Stock Exchange under the symbol "HTH." Find more information at Hilltop-Holdings.com, PlainsCapital.com, nationallloydsinsurance.com, Firstsw.com and Swst.com.
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 our actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we do not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning such things as our business strategy, our financial condition, our litigation, our efforts to make strategic acquisitions, our recent acquisition of SWS Group, Inc. (“SWS”) and integration thereof, our revenue, our liquidity and sources of funding, market trends, operations and business, expectations concerning mortgage loan origination volume, expected losses on covered loans and related reimbursements from the Federal Deposit Insurance Corporation (“FDIC”), projected losses on mortgage loans originated, anticipated changes in our revenues or earnings, the effects of government regulation applicable to our operations, the appropriateness of our allowance for loan losses and provision for loan losses, the collectability of loans, our other plans, objectives, strategies, expectations and intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “might,” “probable,” “projects,” “seeks,” “should,” “view,” or “would” or the negative of these words and phrases or similar words or phrases. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) risks associated with merger and acquisition integration, including the diversion of management time on acquisition-related issues and our ability to promptly and effectively integrate our businesses with those of SWS and achieve the synergies and value creation contemplated by the acquisition; (ii) our ability to estimate loan losses; (iii) changes in the default rate of our loans; (iv) risks associated with concentration in real estate related loans; (v) our ability to obtain reimbursements for losses on acquired loans under loss-share agreements with the FDIC; (vi) changes in general economic, market and business conditions in areas or markets where we compete; (vii) severe catastrophic events in Texas and other areas of the southern United States; (viii) changes in the interest rate environment; (ix) cost and availability of capital; (x) changes in state and federal laws, regulations or policies affecting one or more of the our business segments, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act; (xi) our ability to use net operating loss carry forwards to reduce future tax payments; (xii) approval of new, or changes in, accounting policies and practices; (xiii) changes in key management; (xiv) competition in our banking, broker-dealer, mortgage origination, and insurance segments from other banks and financial institutions, as well as investment banking and financial advisory firms, mortgage bankers, asset-based non-bank lenders, government agencies and insurance companies; (xv) failure of our insurance segment reinsurers to pay obligations under reinsurance contracts; and (xvi) our ability to use excess cash in an effective manner, including the execution of successful acquisitions. For further discussion of such factors, see the risk factors described in the Hilltop Annual Report on Form 10-K for the year ended December 31, 2014, Quarterly Report on Form 10-Q for the three months ended June 30, 2015, and other reports filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.