Hilltop Holdings Inc. Announces Financial Results for Third Quarter 2014

DALLAS--(BUSINESS WIRE)--

Hilltop Holdings Inc. HTH (“Hilltop”), the parent company of PlainsCapital Corporation (“PlainsCapital”), announced financial results for the third quarter of 2014. 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 income to common stockholders of $23.4 million, or $0.26 per diluted share, for the third quarter of 2014, compared to $38.2 million, or $0.43 per diluted share, for the third quarter of 2013. Hilltop's annualized return on average assets and return on average equity for the third quarter of 2014 were 1.03% and 6.51%, respectively. The return on average assets and return on average equity for the third quarter of 2013 were 2.08% and 12.73%, respectively.

“This quarter marked the one year anniversary of the FNB Transaction, an important milestone for Hilltop. The Bank continues to benefit from a higher yielding loan portfolio while the team focuses on rationalizing the platform, as evidenced by the recent announcement to close former FNB branches primarily in the Rio Grande Valley. PrimeLending experienced positive results as the business successfully maintains its superior market position resulting from a strong purchase franchise. National Lloyds had a solid quarter as earned premiums grew, weather severity remain subdued, and operating expenses were flat,” said Jeremy Ford, CEO of Hilltop.

“As we transition into the final months of the pending SWS transaction, we continue to be excited at the prospects of building a dominant broker-dealer through the combination of SWS and First Southwest. Hilltop is seeking to become a premier Texas-based bank and prominent diversified financial services company, and SWS will be a key component in the next phase of this strategy.”

Third Quarter 2014 Highlights for Hilltop:

• Total assets decreased to $9.18 billion at September 30, 2014, compared to $9.40 billion at June 30, 2014;
• Total stockholders' equity increased $26.6 million from June 30, 2014 to $1.42 billion at September 30, 2014;
• Non-covered loans¹ held for investment, net of allowance for loan losses, increased 1.4% to $3.77 billion, and covered loans¹, net of allowance for loan losses, decreased 11.1% to $747.5 million from June 30, 2014 to September 30, 2014;
• Loans held for sale decreased $138.1 million to $1.27 billion from June 30, 2014 to September 30, 2014;
• Total deposits increased $81.0 million from June 30, 2014 to $6.24 billion at September 30, 2014;
• Hilltop was well-capitalized with a Tier 1 Leverage Ratio² of 13.63% and Total Capital Ratio of 19.28% at September 30, 2014; and
• Hilltop continues to retain approximately $153 million of freely usable cash, as well as excess capital at its subsidiaries, at September 30, 2014.

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 third quarter of 2014, excluding goodwill and intangible assets.

For the third quarter of 2014, consolidated net interest income was $85.8 million compared to $71.9 million in the third quarter of 2013, a 19.3% increase primarily due to the inclusion of operations associated with the assumption of substantially all of the liabilities and acquisition of substantially all of the assets of Edinburg, Texas-based First National Bank from the Federal Deposit Insurance Corporation (“FDIC”), as receiver (the “FNB Transaction”). The consolidated taxable equivalent net interest margin was 4.38% for the third quarter of 2014, an 8 basis point decrease from 4.46% in the third quarter of 2013. During the third quarter of 2014, the consolidated taxable equivalent net interest margin was impacted by accretion of discount on loans of $15.6 million, amortization of premium on acquired securities of $0.9 million and amortization of premium on acquired time deposits of $1.1 million.

For the third quarter of 2014, noninterest income was $212.1 million compared to $215.1 million in the third quarter of 2013, a 1.4% decrease. The decline was primarily related to the recognition of a bargain purchase gain related to the FNB Transaction during the third quarter of 2013; however, noninterest income in our insurance and financial advisory segments increased in the third quarter of 2014. Net gains from the sale of loans, other mortgage production income and mortgage loan origination fees from our mortgage segment declined $1.2 million from the third quarter of 2013 to $126.2 million in the third quarter of 2014. Mortgage loan originations totaled $2.95 billion in the third quarter of 2014, up from $2.85 billion in the third quarter of 2013. Net insurance premiums earned increased to $41.8 million in the third quarter of 2014 from $40.0 million in the third quarter of 2013, which was primarily due to increases in net insurance premiums written during 2013. Advisory fees and commissions from our financial advisory segment were $24.1 million in the third quarter of 2014 compared to $22.3 million in the third quarter of 2013, as results year over year improved in the public finance business.

For the third quarter of 2014, noninterest expense was $254.7 million compared to $216.6 million in the third quarter of 2013, a 17.6% increase primarily attributable to the inclusion of operations acquired as part of the FNB Transaction and the write-down of certain covered OREO assets. Employees' compensation and benefits increased $7.2 million, or 6.1%, from the third quarter of 2013 to $126.4 million in the third quarter of 2014, primarily due to additional compensation expense within our banking segment resulting from the FNB Transaction and higher variable compensation tied to mortgage origination volume, partially offset by lower fixed compensation resulting from headcount reductions in the third and fourth quarters of 2013 within our mortgage origination segment. Loss and loss adjustment expenses declined to $22.6 million in the third quarter of 2014 from $24.6 million in the third quarter of 2013. This decline was primarily due to improved claims loss experience associated with the significant decline in the severity of severe weather-related events during 2014. Primarily caused by the FNB Transaction, occupancy and equipment expense increased by $4.4 million from the third quarter of 2013 to $25.3 million in the third quarter of 2014, and other noninterest expense increased to $68.8 million in the third quarter of 2014 from $40.1 million in the third quarter of 2013. Other noninterest expense includes OREO expenses. During the third quarter of 2014, the Bank wrote down certain covered OREO assets acquired in the FNB Transaction by $14.4 million to reflect new appraisals. The downward valuation adjustments reflect changes to assumptions regarding the fair value of the OREO, including in some cases the intended use of the OREO, due to the availability of more information as well as the passage of time. Amortization of identifiable intangibles from purchase accounting was $2.6 million for the third quarter of 2014.

For the third quarter of 2014, the provision for loan losses was $4.0 million, compared to $10.7 million for the third quarter of 2013. The third quarter of 2014 provision included charges for loan losses related to newly originated loans and acquired loans without credit impairment at acquisition of $2.6 million and purchased credit impaired (“PCI”) loans of $1.4 million. Net charge-offs on non-covered loans for the third quarter of 2014 were $1.6 million, and the allowance for non-covered loan losses was $39.0 million, or 1.04% of total non-covered loans at September 30, 2014. Non-covered, non-performing assets at September 30, 2014 were $27.0 million, or 0.29% of total assets, compared to $28.2 million, or 0.32% of total assets, at December 31, 2013.

SWS Group Transaction

On March 31, 2014, we entered into a definitive merger agreement with SWS Group, Inc. (“SWS”) providing for the merger of SWS with and into a subsidiary of Hilltop formed for the purpose of facilitating this transaction. Under the terms of the merger agreement, SWS stockholders will receive per share consideration of 0.2496 shares of Hilltop common stock and $1.94 of cash, equating to $6.94 per share based on Hilltop's closing price on September 30, 2014. The value of the merger consideration will fluctuate with the market price of Hilltop common stock. We intend to fund the cash portion of the consideration, currently estimated at approximately $78 million in the aggregate, through available cash. The merger is subject to customary closing conditions, including regulatory approvals and approval of the stockholders of SWS.

Condensed Balance Sheet			September 30,			June 30,			March 31,			December 31,			September 30,
($000s)			2014			2014			2014			2013			2013
Cash and due from banks			635,933			673,972			889,950			713,099			976,188
Securities			1,332,342			1,328,716			1,329,690			1,261,989			1,322,635
Loans held for sale			1,272,813			1,410,873			887,200			1,089,039			1,046,801
Non-covered loans, net of unearned income			3,768,843			3,714,837			3,646,946			3,514,646			3,310,224
Allowance for non-covered loan losses			(39,027	)		(36,431	)		(34,645	)		(33,241	)		(33,180	)
Non-covered loans, net			3,729,816			3,678,406			3,612,301			3,481,405			3,277,044
Covered loans, net of allowance for loan losses			747,514			840,898			909,783			1,005,308			1,096,590
Covered other real estate owned			126,798			142,174			152,310			142,833			119,670
FDIC indemnification asset			149,788			175,114			188,736			188,291			190,041
Premises and equipment, net			205,734			201,545			202,155			200,706			187,857
Other assets			979,664			944,750			861,307			821,452			876,766
Total assets			9,180,402			9,396,448			9,033,432			8,904,122			9,093,592
Deposits			6,236,282			6,155,310			6,663,176			6,722,918			6,936,162
Short-term borrowings			845,984			1,187,193			491,406			342,087			305,297
Notes payable			55,684			55,584			55,465			56,327			140,111
Other liabilities			618,708			601,199			468,172			470,868			505,669
Total liabilities			7,756,658			7,999,286			7,678,219			7,592,200			7,887,239
Total Hilltop stockholders' equity			1,422,975			1,396,442			1,354,497			1,311,141			1,205,475
Noncontrolling interest			769			720			716			781			878
Total liabilities & stockholders' equity			9,180,402			9,396,448			9,033,432			8,904,122			9,093,592
			Three Months Ended
Condensed Income Statement			September 30,			June 30,			March 31,			December 31,			September 30,
($000s)			2014			2014			2014			2013			2013
Interest income			93,217			104,408			91,828			98,601			79,702
Interest expense			7,457			5,962			6,407			10,002			7,786
Net interest income			85,760			98,446			85,421			88,599			71,916
Provision for loan losses			4,033			5,533			3,242			2,206			10,658
Net interest income after provision for loan losses			81,727			92,913			82,179			86,393			61,258
Noninterest income			212,135			203,281			170,100			182,479			215,095
Noninterest expense			254,744			251,212			212,629			219,752			216,592
Income before income taxes			39,118			44,982			39,650			49,120			59,761
Income tax expense			14,010			16,294			14,354			18,090			20,115
Net income			25,108			28,688			25,296			31,030			39,646
Less: Net income attributable to noncontrolling interest			296			177			110			160			339
Income attributable to Hilltop			24,812			28,511			25,186			30,870			39,307
Dividends on preferred stock			1,426			1,426			1,426			1,342			1,133
Income applicable to Hilltop common stockholders			23,386			27,085			23,760			29,528			38,174
			Three Months Ended
			September 30,			June 30,			March 31,			December 31,			September 30,
Selected Financial Data			2014			2014			2014			2013			2013
Return on average stockholders' equity			6.51	%		7.99	%		7.65	%		9.31	%		12.73	%
Return on average assets			1.03	%		1.24	%		1.14	%		1.31	%		2.08	%
Net interest margin (taxable equivalent)			4.38	%		5.18	%		4.62	%		4.52	%		4.46	%
Earnings per common share ($):
Basic			0.26			0.30			0.26			0.34			0.45
Diluted			0.26			0.30			0.26			0.34			0.43
Weighted average shares outstanding (000's):
Basic			89,711			89,709			89,707			87,027			83,493
Diluted			90,558			90,569			90,585			87,871			90,460
Book value per share ($)			14.51			14.22			13.76			13.27			13.00
Shares outstanding (000s)			90,180			90,181			90,178			90,176			83,959
			September 30,			June 30,			March 31,			December 31,			September 30,
Capital Ratios			2014			2014			2014			2013			2013
Tier 1 capital (to average quarterly assets):
Bank			9.95	%		9.97	%		9.53	%		9.29	%		11.05	%
Hilltop			13.63	%		13.51	%		13.12	%		12.81	%		13.96	%
Tier 1 capital (to risk-weighted assets):
Bank			13.48	%		13.22	%		13.47	%		13.38	%		12.76	%
Hilltop			18.57	%		18.11	%		18.66	%		18.53	%		16.56	%
Total capital (to risk-weighted assets):
Bank			14.21	%		13.90	%		14.14	%		14.00	%		13.36	%
Hilltop			19.28	%		18.79	%		19.32	%		19.13	%		17.14	%

			Three Months Ended September 30,
			2014											2013
			Average				Interest			Annualized				Average				Interest			Annualized
			Outstanding				Earned or			Yield or				Outstanding				Earned or			Yield or
			Balance				Paid			Rate				Balance				Paid			Rate
Assets
Interest-earning assets
Loans, gross (1)			$	5,641,750			$	80,719		5.65	%			$	4,451,589			$	68,585		6.07	%
Investment securities - taxable				1,161,583				7,688		2.63	%				976,775				7,202		2.93	%
Investment securities - non-taxable (2)				185,394				1,731		3.74	%				166,789				1,594		3.82	%
Federal funds sold and securities purchased
under agreements to resell				14,459				10		0.29	%				36,762				35		0.38	%
Interest-bearing deposits in other
financial institutions				566,195				303		0.21	%				612,955				282		0.26	%
Other				258,325				3,347		5.13	%				166,559				2,546		6.07	%
Interest-earning assets, gross				7,827,706				93,798		4.74	%				6,411,429				80,244		4.94	%
Allowance for loan losses				(40,934	)										(29,042	)
Interest-earning assets, net				7,786,772											6,382,387
Noninterest-earning assets				1,290,543											915,985
Total assets			$	9,077,315										$	7,298,372
Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits			$	4,265,012			$	4,117		0.38	%			$	3,683,586			$	3,685		0.40	%
Notes payable and other borrowings				1,168,461				3,340		1.12	%				802,391				4,101		2.02	%
Total interest-bearing liabilities				5,433,473				7,457		0.54	%				4,485,977				7,786		0.69	%
Noninterest-bearing liabilities
Noninterest-bearing deposits				1,891,576											1,354,460
Other liabilities				338,825											276,210
Total liabilities				7,663,874											6,116,647
Stockholders' equity				1,412,913											1,181,165
Noncontrolling interest				528											560
Total liabilities and stockholders' equity			$	9,077,315										$	7,298,372
Net interest income (2)							$	86,341										$	72,458
Net interest spread (2)										4.20	%										4.25	%
Net interest margin (2)										4.38	%										4.46	%

(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 $0.6 million and $0.5 million for the three months ended September 30, 2014 and 2013, respectively.

Conference Call Information

Hilltop will host a live webcast and conference call at 4:30 PM Central (5:30 PM Eastern), Tuesday, November 4, 2014. Hilltop President and CEO Jeremy B. Ford and other key management members will discuss results for the third quarter of 2014. 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).

About Hilltop

Hilltop Holdings 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 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 September 30, 2014, Hilltop employed approximately 4,400 people and operated approximately 400 locations in 45 states. Hilltop Holdings' common stock is listed on the New York Stock Exchange under the symbol "HTH." Find more information at Hilltop-Holdings.com and PlainsCapital.com.

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. In connection with the proposed transaction, Hilltop has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (Registration No. 333-196367) including a definitive proxy statement of SWS that also constitutes a prospectus of Hilltop and other relevant documents regarding the proposed transaction. The definitive proxy statement/prospectus was mailed to stockholders of SWS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the definitive proxy statement/prospectus and other relevant documents filed by Hilltop or SWS with the SEC at the SEC's website at www.sec.gov. Copies of the documents filed by Hilltop with the SEC will be available free of charge on Hilltop's website at www.hilltop-holdings.com or by contacting Investor Relations at 214-252-4029.

Hilltop and its respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Hilltop's executive officers and directors in Hilltop's most recent proxy statement, which was filed with the SEC on May 2, 2014. Additional information regarding the interests of such persons are contained in the definitive proxy statement/prospectus and other relevant documents filed with the SEC. Investors should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Hilltop using the sources indicated above.

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 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 acquisitions, including our pending acquisition of SWS Group, Inc. (“SWS”), integration of the assets and operations acquired in the FNB Transaction, mortgage loan origination volume, market trends, organic growth, commitment utilization, exposure management in our insurance operations, loan performance, 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 related to our pending acquisition of SWS, including our ability to achieve the synergies and value creation contemplated by the pending acquisition and the diversion of management time on acquisition-related issues; (ii) risks associated with merger and acquisition integration, including our ability to promptly and effectively integrate our businesses with those of FNB and SWS; (iii) our ability to estimate loan losses; (iv) changes in the default rate of our loans; (v) risks associated with concentration in real estate related loans; (vi) our ability to obtain reimbursements for losses on acquired loans under loss-share agreements with the FDIC; (vii) changes in general economic, market and business conditions in areas or markets where we compete; (viii) severe catastrophic events in our geographic area; (ix) changes in the interest rate environment; (x) cost and availability of capital; (xi) 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; (xii) our ability to use net operating loss carry forwards to reduce future tax payments; (xiii) approval of new, or changes in, accounting policies and practices; (xiv) changes in key management; (xv) 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; (xvi) failure of our insurance segment reinsurers to pay obligations under reinsurance contracts; (xvii) our ability to use excess cash in an effective manner, including the execution of successful acquisitions; and (xviii) our participation in governmental programs, including the Small Business Lending Fund. For further discussion of such factors, see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2014, and other reports filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.