DALLAS--(BUSINESS WIRE)--
Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”), the parent company of
PlainsCapital Corporation (“PlainsCapital”), announced financial results
for the first 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 $23.8 million, or
$0.26 per diluted share, for the first quarter of 2014, compared to
$32.4 million, or $0.39 per diluted share, for the first quarter of
2013. Hilltop’s annualized return on average assets and return on
average equity for the first quarter of 2014 were 1.14% and 7.65%,
respectively. The return on average assets and return on average equity
for the first quarter of 2013 were 1.87% and 11.46%, respectively.
“Hilltop was able to achieve good results in the first quarter, even as
we work through costs of the First National Bank integration and
continue to face market pressures in our mortgage and financial advisory
businesses. The Bank organically grew its loan portfolio, while
favorably resolving problem assets acquired in the FNB Transaction.
Origination volume of our mortgage segment was stronger than industry
trends, and our insurance segment produced impressive results as we
start to see the effects of initiatives put in place in the second half
of 2013,” said Jeremy Ford, CEO of Hilltop.
“We also continue to be excited about our proposed acquisition of SWS
and the ability to combine its respected employees and customers with
our strong platform. This transaction is part of our focused strategy to
build a premier Texas-based bank and prominent diversified financial
services company.”
First Quarter 2014 Highlights for Hilltop:
-
Hilltop’s total assets increased to $9.0 billion at March 31, 2014,
compared to $8.9 billion at December 31, 2013;
-
Total stockholders’ equity increased by $43.3 million from December
31, 2013 to $1.4 billion at March 31, 2014;
-
Non-covered loans1 held for investment, net of allowance
for loan losses, increased by 3.8% to $3.6 billion, and covered loans1,
net of allowance for loan losses, decreased by 9.5% to $909.8 million
from December 31, 2013 to March 31, 2014;
-
Loans held for sale decreased by 18.5% to $887.2 million, from
December 31, 2013 to March 31, 2014;
-
Total deposits decreased by $59.7 million from December 31, 2013 to
$6.7 billion at March 31, 2014;
-
Hilltop was well-capitalized with a Tier 1 Leverage Ratio2
of 13.12% and Total Capital Ratio of 19.32% at March 31, 2014; and
-
Hilltop continues to retain approximately $157 million of freely
usable cash, as well as excess capital at our subsidiaries, at March
31, 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 first quarter of 2014, excluding goodwill and
intangible assets.
For the first quarter of 2014, consolidated taxable equivalent net
interest income was $86.0 million compared with $67.9 million in the
first quarter of 2013, a 26.7% increase primarily due to the inclusion
of operations acquired in the FNB Transaction. The consolidated taxable
equivalent net interest margin was 4.62% for the first quarter of 2014,
a ten basis point increase from 4.52% in the fourth quarter of 2013.
During the first quarter of 2014, the consolidated taxable equivalent
net interest margin was impacted by accretion of discount on loans of
$18.0 million, amortization of premium on acquired securities of $1.0
million and amortization of premium on acquired time deposits of $2.5
million.
For the first quarter of 2014, noninterest income was $170.1 million
compared to $213.3 million in the first quarter of 2013, a 20.2%
decrease. The decline was driven mainly by lower mortgage origination
volumes, offset by growth in net insurance premiums earned and other
noninterest income. Net gains from sale of loans, other mortgage
production income and mortgage loan origination fees declined $55.0
million from the first quarter of 2013 to $91.5 million in the first
quarter of 2014. Mortgage loan originations totaled $1.9 billion in the
first quarter of 2014, versus $3.0 billion in the first quarter of 2013,
due to rising interest rates and the resulting drop-off in refinancing
volume. Net insurance premiums earned increased to $40.3 million in the
first quarter of 2014 from $37.5 million in the first quarter of 2013,
which was primarily attributable to volume and rate increases in our
core homeowners and mobile home products. Advisory fees and commissions
from our financial advisory segment were $21.3 million in the first
quarter of 2014 compared to $22.0 million in the first quarter of 2013,
as depressed municipal bond volume and prolonged low short term interest
rates continue to pressure advisory fees and fixed income sales.
For the first quarter of 2014, noninterest expense was $212.6 million
compared to $215.0 million in the first quarter of 2013, a 1.1%
decrease. Employees’ compensation and benefits declined $9.8 million, or
8.4%, to $106.4 million in the first quarter of 2014, primarily due to
lower variable compensation tied to mortgage origination volume, offset
by the addition of FNB compensation expense. Reductions in staff were
carried out at the bank as part of the FNB integration in late first
quarter 2014; such reductions resulted in $801.6 thousand of severance
and are expected to reduce compensation by $2.7 million on an annualized
basis. Loss and loss adjustment expenses declined to $18.3 million in
the first quarter of 2014 from $21.2 million in the first quarter of
2013. This was driven by improvement in the claims loss experience and
our exposure management initiatives. Primarily due to the FNB
Transaction, occupancy and equipment expense increased by $6.9 million
from the first quarter of 2013 to $26.3 million in the first quarter of
2014, and other noninterest expense increased to $49.8 million in the
first quarter of 2014 from $47.4 million in the first quarter of 2013.
Amortization of identifiable intangibles from purchase accounting was
$2.6 million for the first quarter of 2014.
For the first quarter of 2014, the provision for loan losses was $3.2
million, compared to $13.0 million for the first quarter of 2013. The
first quarter of 2014 provision included provisions for loan losses
related to newly originated loans and acquired loans without credit
impairment at acquisition of $1.3 million and purchased credit impaired
(“PCI”) loans of $1.9 million. Net recoveries on non-covered loans for
the first quarter of 2014 were $16 thousand, and the allowance for
non-covered loan losses was $34.6 million, or 0.95% of total non-covered
loans at March 31, 2014. Non-covered, non-performing assets at March 31,
2014 were $29.0 million, or 0.32% 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, Hilltop entered into a definitive merger agreement
with SWS Group, Inc. (“SWS”) providing for the merger of SWS with and
into a wholly owned subsidiary of Hilltop formed for the purpose of
facilitating this transaction. SWS stockholders will receive per share
consideration of 0.2496 shares of Hilltop common stock and $1.94 of
cash, equating to $7.88 per share based on Hilltop’s closing price on
March 31, 2014. The Company intends to fund the cash portion of the
consideration through available cash. The merger is subject to customary
closing conditions, including regulatory approvals and approval of the
stockholders of SWS, and is expected to be completed prior to the end of
2014.
|
|
| |
| |
| |
| |
| |
| | | | | | | | | | |
|
| Condensed Balance Sheet | | | March 31, | | December 31, | | September 30, | | June 30, | | March 31, |
| ($000s) |
|
| 2014 |
| 2013 |
| 2013 |
| 2013 |
| 2013 |
|
Cash and due from banks
| | |
889,950
| | |
713,099
| | |
976,188
| | |
596,351
| | |
588,838
| |
|
Securities
| | |
1,329,690
| | |
1,261,989
| | |
1,322,635
| | |
1,106,379
| | |
1,207,274
| |
|
Loans held for sale
| | |
887,200
| | |
1,089,039
| | |
1,046,801
| | |
1,412,960
| | |
1,242,322
| |
|
Non-covered loans, net of unearned income
| | |
3,646,946
| | |
3,514,646
| | |
3,310,224
| | |
3,253,001
| | |
3,248,367
| |
|
Allowance for non-covered loan losses
| | | (34,645 | ) | | (33,241 | ) | | (33,180 | ) | | (26,237 | ) | | (16,637 | ) |
|
Non-covered loans, net
| | |
3,612,301
| | |
3,481,405
| | |
3,277,044
| | |
3,226,764
| | |
3,231,730
| |
|
Covered loans, net of allowance for loan losses
| | |
909,783
| | |
1,005,308
| | |
1,096,590
| | |
-
| | |
-
| |
|
Covered other real estate owned
| | |
152,310
| | |
142,833
| | |
119,670
| | |
-
| | |
-
| |
| FDIC indemnification asset
| | |
188,736
| | |
188,291
| | |
190,041
| | |
-
| | |
-
| |
|
Premises and equipment, net
| | |
202,155
| | |
200,706
| | |
187,857
| | |
110,937
| | |
111,894
| |
|
Other assets
| | | 861,307 |
| | 821,452 |
| | 876,766 |
| | 949,412 |
| | 834,852 |
|
|
Total assets
| | | 9,033,432 |
| | 8,904,122 |
| | 9,093,592 |
| | 7,402,803 |
| | 7,216,910 |
|
| | | | | | | | | | |
|
|
Deposits
| | |
6,663,176
| | |
6,722,918
| | |
6,936,162
| | |
4,496,469
| | |
4,758,438
| |
|
Short-term borrowings
| | |
491,406
| | |
342,087
| | |
305,297
| | |
1,003,804
| | |
576,730
| |
|
Notes payable
| | |
55,465
| | |
56,327
| | |
140,111
| | |
139,938
| | |
140,747
| |
|
Other liabilities
| | | 468,172 |
| | 470,868 |
| | 505,669 |
| | 590,792 |
| | 562,410 |
|
|
Total liabilities
| | |
7,678,219
| | |
7,592,200
| | |
7,887,239
| | |
6,231,003
| | |
6,038,325
| |
|
Total Hilltop stockholders' equity
| | |
1,354,497
| | |
1,311,141
| | |
1,205,475
| | |
1,170,895
| | |
1,177,809
| |
|
Noncontrolling interest
| | | 716 |
| | 781 |
| | 878 |
| | 905 |
| | 776 |
|
|
Total liabilities & stockholders' equity
| | | 9,033,432 |
| | 8,904,122 |
| | 9,093,592 |
| | 7,402,803 |
| | 7,216,910 |
|
| | | | | | | | | | |
|
| | | | | | | | | | |
|
| | | Three Months Ended |
| Condensed Income Statement | | | March 31, | | December 31, | | September 30, | | June 30, | | March 31, |
| ($000s) |
|
| 2014 |
| 2013 |
| 2013 |
| 2013 |
| 2013 |
|
Interest income
| | |
91,828
| | |
98,601
| | |
79,702
| | |
76,168
| | |
74,604
| |
|
Interest expense
| | | 6,407 |
| | 10,002 |
| | 7,786 |
| | 7,743 |
| | 7,343 |
|
|
Net interest income
| | |
85,421
| | |
88,599
| | |
71,916
| | |
68,425
| | |
67,261
| |
|
Provision for loan losses
| | | 3,242 |
| | 2,206 |
| | 10,658 |
| | 11,289 |
| | 13,005 |
|
|
Net interest income after provision for loan losses
| | |
82,179
| | |
86,393
| | |
61,258
| | |
57,136
| | |
54,256
| |
|
Noninterest income
| | |
170,100
| | |
182,479
| | |
215,095
| | |
239,233
| | |
213,278
| |
|
Noninterest expense
| | | 212,629 |
| | 219,752 |
| | 216,592 |
| | 260,400 |
| | 214,991 |
|
|
Income before income taxes
| | |
39,650
| | |
49,120
| | |
59,761
| | |
35,969
| | |
52,543
| |
|
Income tax expense
| | | 14,354 |
| | 18,090 |
| | 20,115 |
| | 13,309 |
| | 19,170 |
|
|
Net income
| | |
25,296
| | |
31,030
| | |
39,646
| | |
22,660
| | |
33,373
| |
|
Less: Net income attributable to noncontrolling interest
| | | 110 |
| | 160 |
| | 339 |
| | 568 |
| | 300 |
|
|
Income attributable to Hilltop
| | |
25,186
| | |
30,870
| | |
39,307
| | |
22,092
| | |
33,073
| |
|
Dividends on preferred stock
| | | 1,426 |
| | 1,342 |
| | 1,133 |
| | 1,149 |
| | 703 |
|
|
Income applicable to Hilltop common stockholders
| | | 23,760 |
| | 29,528 |
| | 38,174 |
| | 20,943 |
| | 32,370 |
|
| | | | | | | | | | |
|
| | | | | | | | | | |
|
| | | Three Months Ended |
| | | March 31, | | December 31, | | September 30, | | June 30, | | March 31, |
| Selected Financial Data |
|
| 2014 |
| 2013 |
| 2013 |
| 2013 |
| 2013 |
|
Return on average stockholders' equity
| | |
7.65
|
%
| |
9.31
|
%
| |
12.64
|
%
| |
7.29
|
%
| |
11.46
|
%
|
|
Return on average assets
| | |
1.14
|
%
| |
1.31
|
%
| |
2.05
|
%
| |
1.24
|
%
| |
1.87
|
%
|
|
Net interest margin (taxable equivalent)
| | |
4.62
|
%
| |
4.52
|
%
| |
4.46
|
%
| |
4.33
|
%
| |
4.35
|
%
|
|
Earnings per common share ($):
| | | | | | | | | | | |
|
Basic
| | |
0.26
| | |
0.34
| | |
0.45
| | |
0.25
| | |
0.39
| |
|
Diluted
| | |
0.26
| | |
0.34
| | |
0.43
| | |
0.24
| | |
0.39
| |
|
Weighted average shares outstanding (000's):
| | | | | | | | | | | |
|
Basic
| | |
89,707
| | |
87,027
| | |
83,493
| | |
83,490
| | |
83,487
| |
|
Diluted
| | |
90,585
| | |
87,871
| | |
90,460
| | |
90,294
| | |
83,743
| |
|
Book value per share ($)
| | |
13.76
| | |
13.27
| | |
13.00
| | |
12.59
| | |
12.74
| |
|
Shares outstanding (000's)
| | |
90,178
| | |
90,176
| | |
83,959
| | |
83,956
| | |
83,487
| |
| | | | | | | | | | |
|
| | | | | | | | | | |
|
| | | March 31, | | December 31, | | September 30, | | June 30, | | March 31, |
| Capital Ratios |
|
| 2014 |
| 2013 |
| 2013 |
| 2013 |
| 2013 |
| | | | | | | | | | |
|
|
Tier 1 capital (to average quarterly assets):
| | | | | | | | | | | |
|
Bank
| | |
9.53
|
%
| |
9.29
|
%
| |
11.05
|
%
| |
9.74
|
%
| |
9.22
|
%
|
|
Hilltop
| | |
13.12
|
%
| |
12.81
|
%
| |
13.96
|
%
| |
13.66
|
%
| |
13.39
|
%
|
|
Tier 1 capital (to risk-weighted assets):
| | | | | | | | | | | |
|
Bank
| | |
13.47
|
%
| |
13.38
|
%
| |
12.76
|
%
| |
12.77
|
%
| |
12.21
|
%
|
|
Hilltop
| | |
18.66
|
%
| |
18.53
|
%
| |
16.56
|
%
| |
18.35
|
%
| |
18.21
|
%
|
|
Total capital (to risk-weighted assets):
| | | | | | | | | | | |
|
Bank
| | |
14.14
|
%
| |
14.00
|
%
| |
13.36
|
%
| |
13.35
|
%
| |
12.59
|
%
|
|
Hilltop
| | |
19.32
|
%
| |
19.13
|
%
| |
17.14
|
%
| |
18.90
|
%
| |
18.58
|
%
|
|
|
|
|
|
|
| Three Months Ended |
|
| Three Months Ended |
| | | March 31, 2014 | | | March 31, 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)
| | |
$
|
5,068,892
| | |
$
|
79,744
| |
6.29
|
%
| | |
$
|
4,207,871
| | |
$
|
64,886
| |
6.17
|
%
|
|
Investment securities - taxable
| | | |
1,122,241
| | | |
7,588
| |
2.71
|
%
| | | |
900,422
| | | |
5,863
| |
2.64
|
%
|
|
Investment securities - non-taxable (2)
| | | |
183,143
| | | |
1,861
| |
4.06
|
%
| | | |
218,343
| | | |
2,024
| |
3.71
|
%
|
|
Federal funds sold and securities purchased
| | | | | | | | | | | | | | |
|
under agreements to resell
| | | |
26,336
| | | |
19
| |
0.29
|
%
| | | |
10,195
| | | |
21
| |
0.84
|
%
|
|
Interest-bearing deposits in other
| | | | | | | | | | | | | | |
|
financial institutions
| | | |
966,921
| | | |
595
| |
0.25
|
%
| | | |
747,242
| | | |
333
| |
0.25
|
%
|
|
Other
| | |
|
188,276
|
| |
|
2,640
| |
5.67
|
%
| | |
|
154,560
|
| |
|
2,105
| |
5.52
|
%
|
|
Interest-earning assets, gross
| | | |
7,555,809
| | | |
92,447
| |
4.90
|
%
| | | |
6,238,633
| | | |
75,232
| |
4.84
|
%
|
|
Allowance for loan losses
| | |
|
(36,861
|
)
| | | | | | |
|
(6,776
|
)
| | | | |
|
Interest-earning assets, net
| | | |
7,518,948
| | | | | | | | |
6,231,857
| | | | | |
|
Noninterest-earning assets
| | |
|
1,432,519
|
| | | | | | |
|
882,998
|
| | | | |
| Total assets | | |
$
|
8,951,467
|
| | | | | | |
$
|
7,114,855
|
| | | | |
| | | | | | | | | | | | | |
|
| Liabilities and Stockholders' Equity | | | | | | | | | | | | | | |
|
Interest-bearing liabilities
| | | | | | | | | | | | | | |
|
Interest-bearing deposits
| | |
$
|
4,949,212
| | |
$
|
3,759
| |
0.31
|
%
| | |
$
|
3,558,091
| | |
$
|
3,450
| |
0.39
|
%
|
|
Notes payable and other borrowings
| | |
|
664,072
|
| |
|
2,648
| |
1.60
|
%
| | |
|
850,418
|
| |
|
3,893
| |
1.85
|
%
|
|
Total interest-bearing liabilities
| | | |
5,613,284
| | | |
6,407
| |
0.46
|
%
| | | |
4,408,509
| | | |
7,343
| |
0.67
|
%
|
|
Noninterest-bearing liabilities
| | | | | | | | | | | | | | |
|
Noninterest-bearing deposits
| | | |
1,721,403
| | | | | | | | |
1,190,779
| | | | | |
|
Other liabilities
| | |
|
285,121
|
| | | | | | |
|
356,538
|
| | | | |
|
Total liabilities
| | | |
7,619,808
| | | | | | | | |
5,955,826
| | | | | |
|
Stockholders' equity
| | | |
1,331,243
| | | | | | | | |
1,158,292
| | | | | |
|
Noncontrolling interest
| | |
|
416
|
| | | | | | |
|
737
|
| | | | |
| Total liabilities and stockholders' equity | | |
$
|
8,951,467
|
| | | | | | |
$
|
7,114,855
|
| | | | |
| | | | |
| | | | | | |
| | |
| Net interest income(2) | | | | |
$
|
86,040
| | | | | | |
$
|
67,889
| | |
| Net interest spread(2) | | | | | | |
4.44
|
%
| | | | | | |
4.17
|
%
|
| Net interest margin(2) | | | | | | |
4.62
|
%
| | | | | | |
4.35
|
%
|
(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 $0.7 million for the
three months ended March 31, 2014 and 2013, respectively.
Conference Call Information
Hilltop will host a live webcast and conference call at 8:00 AM Central
(9:00 AM Eastern), Tuesday, May 6, 2014. Hilltop President and CEO
Jeremy B. Ford and other key management members will discuss results for
the first quarter of 2014. 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 Holdings Inc. 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 March 31, 2014, Hilltop employed
approximately 4,450 people and operated approximately 400 locations in
43 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
will file with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 that will include a proxy statement
of SWS that also constitutes a prospectus of Hilltop and other relevant
documents regarding the proposed transaction. The definitive proxy
statement/prospectus will be 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 WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the proxy statement/prospectus (when it becomes
available) 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 will be included in the proxy statement/prospectus and other
relevant documents filed with the SEC when they become available.
Investors should read the proxy statement/prospectus carefully when it
becomes available 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 about acquisitions, future financial and
operating results, our plans, objectives, expectations and intentions
and other statements that are not historical facts, and may be
identified by words such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “forecasts,” “intends,” “may,” “probable,”
“projects,” “seeks,” “should,” “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 Group, Inc.; (ii) risks associated with merger and acquisition
integration; (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
Federal Deposit Insurance Corporation; (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 the Hilltop Annual Report on Form 10-K for
the year ended December 31, 2013, Quarterly Report on Form 10-Q for the
three months ended March 31, 2014, and other reports filed with the
Securities and Exchange Commission. All forward-looking statements are
qualified in their entirety by this cautionary statement.

Hilltop Holdings Inc.
Isabell Novakov, 214-252-4029
inovakov@plainscapital.com
Source: Hilltop Holdings Inc.