Hilltop Holdings Inc (HTH)

[Enterprising Investor]

Hilltop Holdings Inc. Announces Financial Results for Third Quarter of 2013 (11/12/13)

DALLAS--(BUSINESS WIRE)--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 Ratio1 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.

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.

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.

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