UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

AMENDMENT NO. 1

 

TO

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  January 1, 2015

 

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code:  (214) 855-2177

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

As previously disclosed, on January 1, 2015, Hilltop Holdings Inc. (the “Company”) completed its acquisition of SWS Group, Inc. (“SWS”) in a stock and cash transaction, whereby SWS merged with and into Hilltop Securities Holdings LLC (formerly Peruna LLC), a wholly owned subsidiary of the Company (the “Merger”). This Current Report on Form 8-K/A (Amendment No. 1) (this “Amended 8-K”) amends and supplements the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 2, 2015 to include under Item 9.01 the required financial statements of businesses acquired and pro forma financial information relating to the Merger.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01.                Financial Statements and Exhibits.

 

(a)         Financial Statements of Businesses Acquired.

 

The audited consolidated financial statements of SWS as of June 30, 2014 and 2013 and for each of the three years in the period ended June 30, 2014 and notes thereto, are filed as Exhibit 99.1 to this Amended 8-K, and are incorporated herein.

 

The unaudited consolidated interim financial statements of SWS as of September 30, 2014 and for the three months ended September 30, 2014 and 2013 and notes thereto, are filed as Exhibit 99.2 to this Amended 8-K, and are incorporated herein.

 

(b)         Pro Forma Financial Information.

 

In connection with the recently completed Merger, the unaudited pro forma condensed combined financial statements of the Company are furnished as Exhibit 99.3 to this Amended 8-K, and are incorporated herein.

 

INDEX TO EXHIBITS

 

Exhibit No.		Description
23.1*		Consent of Grant Thornton LLP.
99.1*		Audited consolidated financial statements of SWS Group, Inc. as of June 30, 2014 and 2013 and for each of the three years in the period ended June 30, 2014 and notes to audited consolidated financial statements.
99.2*		Unaudited consolidated interim financial statements of SWS Group, Inc. as of September 30, 2014 and for the three months ended September 30, 2014 and 2013 and notes to unaudited consolidated interim financial statements.
99.3*		Unaudited pro forma condensed combined financial statements.

 

* Filed herewith

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			Hilltop Holdings Inc.,
			a Maryland corporation
Date:	February 26, 2015		By:	/s/ COREY PRESTIDGE
			Name:	Corey G. Prestidge
			Title:	EVP, General Counsel & Secretary

 

2

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We have issued our report dated September 5, 2014, with respect to the consolidated financial statements of SWS Group, Inc., included in Exhibit 99.1 of the current report of Hilltop Holdings Inc. on Form 8-K/A. We hereby consent to the incorporation by reference of said report in the Registration Statements of Hilltop Holdings Inc. on Form S-8 (File No. 333-112874) and Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (File No. 333-196367).

 

/s/ GRANT THORNTON LLP

 

Dallas, Texas
February 26, 2015

 

1

Exhibit 99.1

 

SWS GROUP, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

 

	PAGE(S)
FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition	F-2
as of June 30, 2014 and June 30, 2013
Consolidated Statements of Comprehensive Loss
for the years ended June 30, 2014, June 30, 2013, and June 29, 2012	F-3
Consolidated Statements of Stockholders’ Equity
for the years ended June 30, 2014, June 30, 2013, and June 29, 2012	F-4
Consolidated Statements of Cash Flows
for the years ended June 30, 2014, June 30, 2013, and June 29, 2012	F-5
Notes to Consolidated Financial Statements	F-7
Report of Independent Registered Public Accounting Firm	F-58
Schedule I - Condensed Financial Information of Registrant	S-1

 

F-1

 

SWS Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

June 30, 2014 and June 30, 2013

(In thousands, except par values and share amounts)

 

		2014			2013
Assets
Cash and cash equivalents		$	99,620		$	111,046
Restricted cash and cash equivalents		—			30,047
Assets segregated for regulatory purposes		190,240			164,737
Receivable from brokers, dealers and clearing organizations		1,992,941			1,698,474
Receivable from clients, net of allowance		253,579			286,446
Loans, net (including $53,148 of loans measured at fair value at June 30, 2014 and $13,757 at June 30, 2013)		614,356			608,583
Securities owned, at fair value		235,625			209,633
Securities held to maturity		12,549			17,423
Securities purchased under agreements to resell		72,582			51,996
Goodwill		7,552			7,552
Securities available for sale		494,848			503,276
Other assets		102,014			91,160
		$	4,075,906		$	3,780,373
Liabilities and Stockholders’ Equity
Short-term borrowings		$	59,000		$	131,500
Payable to brokers, dealers and clearing organizations		1,913,976			1,532,971
Payable to clients		354,494			335,655
Deposits		1,000,139			993,719
Securities sold under agreements to repurchase		39,343			37,012
Securities sold, not yet purchased, at fair value		121,355			134,735
Drafts payable		27,641			28,889
Advances from Federal Home Loan Bank (“FHLB”)		77,130			97,565
Long-term debt, net		87,769			83,102
Stock purchase warrants (“warrants”)		27,796			24,197
Other liabilities		57,391			65,742
		$	3,766,034		$	3,465,087
Commitments and contingencies
Stockholders’ equity:
Preferred stock of $1.00 par value. Authorized 100,000 shares; none issued		—			—
Common stock of $0.10 par value. Authorized 60,000,000 shares, issued 33,312,140 and outstanding 32,757,177 shares at June 30, 2014; issued 33,312,140 and outstanding 32,629,213 shares at June 30, 2013		3,331			3,331
Additional paid-in capital		324,480			325,030
Accumulated deficit		(10,439		)	(3,361		)
Accumulated other comprehensive loss — unrealized holding loss, net of tax of $(2,550) at June 30, 2014 and $(2,963) at June 30, 2013		(4,519		)	(5,334		)
Deferred compensation, net		3,189			3,352
Treasury stock (554,963 shares at June 30, 2014 and 682,927 shares at June 30, 2013, at cost)		(6,170		)	(7,732		)
Total stockholders’ equity		309,872			315,286
Total liabilities and stockholders’ equity		$	4,075,906		$	3,780,373

 

See accompanying Notes to Consolidated Financial Statements.

 

F-2

 

SWS Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the years ended June 30, 2014, June 30, 2013, and June 29, 2012

(In thousands, except share and per share amounts)

 

		2014			2013			2012
Revenues:
Net revenues from clearing operations		$	8,839		$	8,719		$	9,385
Commissions		119,534			125,620			131,855
Interest		87,067			97,350			122,120
Investment banking, advisory and administrative fees		40,021			45,255			40,814
Net gains on principal transactions		29,655			17,395			28,049
Other		26,172			23,775			21,518
Total revenue		311,288			318,114			353,741
Interest expense		44,926			46,461			60,318
Net revenues		266,362			271,653			293,423
Non-interest expenses:
Commissions and other employee compensation		196,470			207,246			208,635
Occupancy, equipment and computer service costs		30,614			31,278			31,869
Communications		13,435			13,277			12,380
Floor brokerage and clearing organization charges		4,495			3,940			4,201
Advertising and promotional		2,251			3,041			3,093
(Recapture) provision for loan loss		(5,361		)	(7,718		)	2,475
Other		26,969			30,892			33,036
Total non-interest expenses		268,873			281,956			295,689
Other (losses) gains:
Unrealized (loss) gain on warrants valuation		(3,599		)	3,613			(3,674		)
Loss before income tax expense (benefit)		(6,110		)	(6,690		)	(5,940		)
Income tax expense (benefit)		968			26,755			(1,211		)
Net loss		(7,078		)	(33,445		)	(4,729		)
Other comprehensive income (loss):
Net (losses) gains recognized in other comprehensive income (loss) net of tax of $(971) in 2014 and $626 in 2013 on cash flow hedging		(1,803		)	1,163			—
Net gains (losses) recognized in other comprehensive income (loss), net of tax of $1,384 in 2014; $(4,987) in 2013 and $1,064 in 2012 on available for sale securities		2,618			(9,242		)	1,980
Net income (loss) recognized in other comprehensive loss		815			(8,079		)	1,980
Comprehensive loss		$	(6,263	)	$	(41,524	)	$	(2,749	)
Loss per share — basic
Net loss		$	(0.21	)	$	(1.02	)	$	(0.14	)
Weighted average shares outstanding — basic		32,996,779			32,870,003			32,649,544
Loss per share — diluted
Net loss		$	(0.21	)	$	(1.02	)	$	(0.14	)
Weighted average shares outstanding — diluted		32,996,779			32,870,003			32,649,544

 

See accompanying Notes to Consolidated Financial Statements.

 

F-3

 

SWS Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Years ended June 30, 2014, June 30, 2013 and June 29, 2012

(In thousands, except share and per share amounts)

 

										Retained			Accumulated
							Additional			Earnings			Other			Deferred
		Common Stock					Paid-in			(Accumulated			Comprehensive			Compensation,			Treasury Stock
		Shares		Amount			Capital			Deficit)			Income (Loss)			Net			Shares		Amount			Total
Balance at June 24, 2011		33,312,140		$	3,331		$	326,986		$	34,813		$	765		$	3,308		(1,027,064	)	$	(11,734	)	$	357,469
Net loss		—		—			—			(4,729		)	—			—			—		—			(4,729		)
Unrealized holding gain, net of tax of $1,259		—		—			—			—			2,337			—			—		—			2,337
Realized gain on sale of securities available for sale, net of tax of $(195)		—		—			—			—			(362		)	—			—		—			(362		)
Shortfall for taxes on vesting of restricted stock		—		—			(62		)	—			—			—			—		—			(62		)
Deferred compensation plan		—		—			(19		)	—			5			119			(43,480	)	(149		)	(44		)
Restricted stock plan		—		—			(2,349		)	—			—			—			334,711		3,442			1,093
Balance at June 29, 2012		33,312,140		3,331			324,556			30,084			2,745			3,427			(735,833	)	(8,441		)	355,702
Net loss		—		—			—			(33,445		)	—			—			—		—			(33,445		)
Unrealized holding loss, net of tax of $(3,710)		—		—			—			—			(6,889		)	—			—		—			(6,889		)
Realized gain on sale of securities available for sale, net of tax of $(1,277)		—		—			—			—			(2,373		)	—			—		—			(2,373		)
Unrealized holding gain on cash flow hedging activities, net of tax of $626		—		—			—			—			1,163			—			—		—			1,163
Deferred compensation plan		—		—			(7		)	—			20			(75		)	4,192		157			95
Restricted stock plan		—		—			481			—			—			—			48,714		552			1,033
Balance at June 30, 2013		33,312,140		3,331			325,030			(3,361		)	(5,334		)	3,352			(682,927	)	(7,732		)	315,286
Net loss		—		—			—			(7,078		)	—			—			—		—			(7,078		)
Unrealized holding gain, net of tax of $1,657		—		—			—			—			3,080			—			—		—			3,080
Realized gain on sale of securities available for sale, net of tax of $(273)		—		—			—			—			(508		)	—			—		—			(508		)
Unrealized holding loss on cash flow hedging activities, net of tax of $(971)		—		—			—			—			(1,803		)	—			—		—			(1,803		)
Deferred compensation plan		—		—			(20		)	—			46			(163		)	(9,281	)	137			—
Restricted stock plan		—		—			(530		)	—			—			—			137,245		1,425			895
Balance at June 30, 2014		33,312,140		$	3,331		$	324,480		$	(10,439	)	$	(4,519	)	$	3,189		(554,963	)	$	(6,170	)	$	309,872

 

See accompanying Notes to Consolidated Financial Statements.

 

F-4

 

SWS Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended June 30, 2014, June 30, 2013, and June 29, 2012

 (In thousands)

 

		2014			2013			2012
Cash flows from operating activities:
Net loss		$	(7,078	)	$	(33,445	)	$	(4,729	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		5,394			5,482			5,779
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
Amortization of premiums /discounts on loans purchased		12			(84		)	(90		)
Amortization of premiums /discounts on investment securities		2,484			1,985			934
Amortization of prepayment penalty on advances from FHLB		46			34			—
Provision for doubtful accounts on receivables from customers		960			960			480
(Recapture) provision of loan loss and write downs on real estate owned (“REO”)		(4,893		)	(6,061		)	3,776
Deferred income tax (benefit) expense		(4,336		)	(2,596		)	9,023
Allowance for deferred tax asset		4,582			29,998			28
Deferred compensation for deferred compensation plan and restricted stock plans		(2,055		)	(980		)	547
(Gain) loss on sale of loans		(558		)	(2,253		)	9
Loss (gain) on fixed assets transactions		196			195			(1		)
Gain on sale of available for sale investment securities		(781		)	(3,650		)	(557		)
(Gain) loss on sale of REO and other repossessed assets		(619		)	1,007			(25		)
Gain on issuer’s redemption of investment securities		—			(20		)	—
Loss (gain) on equity in earnings of unconsolidated ventures		835			(124		)	(572		)
Dividend received on investments		(19		)	(16		)	(61		)
Gain (loss) on fair value option of loans		(860		)	145			—
Loss (gain) on interest rate swaps		1,093			(145		)	—
Shortfall for taxes on vesting restricted stock		—			—			62
Change in operating assets and liabilities:
Decrease in restricted cash		49			—			—
(Increase) decrease in assets segregated for regulatory purposes		(25,503		)	11,562			62,026
Net change in broker, dealer and clearing organization accounts		86,538			(89,176		)	(23,837		)
Net change in client accounts		50,746			(42,485		)	(66,845		)
(Increase) decrease in securities owned		(25,992		)	21,518			(9,564		)
(Increase) decrease in securities purchased under agreements to resell		(20,586		)	(26,810		)	17,463
Decrease (increase) in other assets		1,321			6,815			(7,043		)
(Decrease) increase in drafts payable		(1,248		)	3,919			1,314
(Decrease) increase in securities sold, not yet purchased		(13,380		)	64,580			1,494
(Decrease) increase in other liabilities		(6,956		)	(5,763		)	1,552
Net cash provided by (used in) operating activities		48,150			(64,503		)	(1,500		)

 

(continued)

 

F-5

 

(continued)

 

		2014			2013			2012
Cash flows from investing activities:
Purchase of fixed assets and capitalized improvements on REO		$	(3,541	)	$	(4,257	)	$	(3,842	)
Proceeds from the sale of fixed assets and real estate		10,695			31,333			19,559
Loan originations and purchases		(2,290,374		)	(5,566,038		)	(4,043,938		)
Loan repayments		2,279,746			5,769,538			4,129,802
Purchase of investment securities		(177,085		)	(312,716		)	(384,730		)
Proceeds from the sale of investment securities		68,984			30,352			67,493
Proceeds from the issuer’s redemption of investment securities		7,500			41,500			—
Cash received on investments		54,800			50,650			22,924
Proceeds from the sale of loans held for investment		6,429			19,782			1,751
Proceeds from the sale of FHLB stock		638			744			1,143
Purchases of FHLB stock		(45		)	(1,557		)	—
Proceeds from the maturity of available for sale securities		37,635			495			—
Cash paid to unwind/ terminate interest rate swap positions		(458		)	—			—
Investment in unconsolidated subsidiaries		(300		)	(180		)	—
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 (used in) provided by investing activities		(5,376		)	59,646			(219,838		)
Cash flows from financing activities:
Payments on short-term borrowings		(2,296,403		)	(2,251,350		)	(2,534,350		)
Cash proceeds from short-term borrowings		2,253,903			2,315,350			2,491,850
Increase (decrease) in deposits		6,420			(68,514		)	(44,238		)
Advances from the FHLB		5,540			50,009			—
Payments on advances from the FHLB		(26,020		)	(20,953		)	(26,071		)
Fee payment for FHLB restructuring		—			(166		)	—
Shortfall for taxes on vesting of restricted stock		—			—			(62		)
Cash proceeds on securities sold under agreements to repurchase		2,331			9,546			17,152
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
Proceeds related to deferred compensation plan		317			276			309
Purchase of treasury stock related to deferred compensation plan		(288		)	(121		)	(329		)
Net cash (used in) provided by financing activities		(54,200		)	34,077			4,261
Net (decrease) increase in cash and cash equivalents		(11,426		)	29,220			(217,077		)
Cash and cash equivalents at beginning of period		111,046			81,826			298,903
Cash and cash equivalents at end of period		$	99,620		$	111,046		$	81,826
Supplemental schedule of non-cash investing and financing activities:
Grants of restricted stock		$	2,071		$	676		$	3,628
Foreclosures on loans		$	5,192		$	11,688		$	28,359
Investments sold not settled		$	23,723		$	—		$	—
Investments purchased not settled		$	—		$	7,120		$	—
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest		$	40,012		$	42,479		$	69,079
Income taxes		$	—		$	—		$	—

 

See accompanying Notes to Consolidated Financial Statements.

 

F-6

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.             SIGNIFICANT ACCOUNTING POLICIES

 

(a) General and Basis of Presentation

 

The consolidated financial statements include the accounts of SWS Group, Inc. (“SWS Group”) and its consolidated subsidiaries listed below (collectively with SWS Group, “SWS” or the “Company”). All significant intercompany balances and transactions are eliminated upon consolidation. Each of the subsidiaries listed below are 100% owned.

 

Southwest Securities, Inc.		“Southwest Securities”
SWS Financial Services, Inc.		“SWS Financial”
Southwest Financial Insurance Agency, Inc.
Southwest Insurance Agency, Inc.		collectively, “SWS Insurance”
SWS Banc Holding, Inc.		“SWS Banc”
Southwest Securities, FSB		“Bank”
FSB Development, LLC		“FSB Development”
Southwest Capital Corporation		“SWS Capital”
Southwest Investment Advisors, Inc.		“Southwest Advisors”

 

Southwest Securities is a New York Stock Exchange (“NYSE”) member clearing broker/dealer.  Southwest Securities and SWS Financial are members of the Financial Industry Regulatory Authority (“FINRA”).  Southwest Securities and SWS Financial are also registered with the Securities and Exchange Commission (the “SEC”) as broker/dealers under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as registered investment advisers under the Investment Advisers Act of 1940, as amended.

 

SWS Insurance holds insurance agency licenses in 43 states for the purpose of facilitating the sale of insurance and annuities for Southwest Securities and its correspondents.  The Company retains no underwriting risk related to the insurance and annuity products that SWS Insurance sells.

 

The Bank is a federally chartered savings bank regulated by the Office of the Comptroller of the Currency (“OCC”).  The Board of Governors of the Federal Reserve System (“FRB”) supervises and regulates SWS Group and SWS Banc.  SWS Banc is a wholly-owned subsidiary of SWS Group and became the sole shareholder of the Bank in 2004.

 

FSB Development was formed to develop single-family residential lots.  For all periods reported, herein, it had no investments.

 

SWS Capital and Southwest Advisors are dormant entities.

 

Out of Period Adjustment.  During the fiscal year ended June 30, 2014, the Company recorded out-of-period adjustments that affected the consolidated results of operations for the year ended June 30, 2014. The out-of-period adjustments related primarily to the incorrect recording of incentive compensation and an overpayment of federal income taxes. The impact of these adjustments resulted in a decrease of $949,000 and $1,524,000 to loss before income tax expense and net loss, respectively for the year ended June 30, 2014. The impact of correcting these errors in the prior periods would have resulted in a decrease of $949,000 and $1,674,000 to loss before income tax expense and net loss, respectively, for the year ended June 30, 2013.  Management evaluated the effect of the adjustments on the Company’s financial statements under the provisions of the SEC’s Staff Accounting Bulletins No. 108 and No. 99 and concluded that they were immaterial to the current year and prior years’ financial statements.

 

Change in Fiscal Year End and Consolidated Financial Statements.  On May 23, 2013, the Board of Directors of the Company, acting on the recommendation of the Federal Reserve Bank of Dallas, approved a change to the Company’s fiscal year end from the last Friday of June to June 30th.  This change was effective for the Company’s fiscal year ended June 30, 2013.

 

Prior to fiscal year ended June 30, 2013, the annual consolidated financial statements of SWS were prepared as of the last Friday of the month, and the Bank’s annual financial statements were prepared as of June 30.  Any individually material transactions were reviewed and recorded in the appropriate fiscal year.

 

Merger Agreement.  On March 31, 2014, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Hilltop Holdings, Inc. (“Hilltop”) and Peruna LLC, a wholly-owned subsidiary of Hilltop (“Peruna”), whereby if the merger contemplated therein is completed, the Company will become a wholly-owned subsidiary of Hilltop.  If the merger is completed, each share of SWS Group common stock will be converted into the right to receive $1.94 in cash and 0.2496 of a share of Hilltop common stock.  The value of the merger consideration may fluctuate based upon the market value of Hilltop common stock.  It is currently anticipated that the completion of the merger will occur by the end of 2014 subject to the receipt of SWS Group stockholders and regulators approval and other customary closing conditions.

 

F-7

 

During fiscal 2014, the Company incurred expenses of approximately $3,787,000 in legal and professional fees recorded in other expenses on the Consolidated Statements of Comprehensive Loss in connection with the proposed merger with Hilltop.  Additional costs are expected to be incurred until the merger is completed.

 

Regulatory.  The final provisions of the Volcker Rule of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) were issued December 10, 2013, with an effective date of April 1, 2014 and a compliance date of July 21, 2015.  The Volcker Rule provisions of the Dodd-Frank Act require the federal financial regulatory agencies to adopt rules that prohibit banks, bank holding companies, and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (including hedge funds and private equity funds), subject to certain exceptions.  The Company’s securities trading and investment activities at the holding company, the broker/dealer and the Bank are subject to these final provisions.  The final rules are highly complex, and many aspects of their application remain uncertain.

 

Based on management’s interpretation of the final provisions of the rule, the Bank’s equity method investments would be excluded from the definition of a “covered” fund as these investments would meet the definition of “public welfare investment” funds, “designed primarily to promote the public welfare.” Currently, the Bank invests in these funds as a cost effective way of meeting its obligations under the Community Reinvestment Act of 1977 (“CRA”). One of these investments also meets the definition of a small business investment company.  SWS Group’s equity method investment in a venture capital fund would also be excluded from the definition of a “covered” fund as this investment meets the definition of a small business investment company.  In addition, at June 30, 2014, the Bank’s investment portfolio does not contain other securities subject to the Volcker Rule such as collateralized loan obligations (CLO’s) or non-agency collateralized mortgage obligations (CMO’s).  The Bank’s held to maturity and available for sale investments are all exempt from the Volcker Rule as these securities are investments in U.S. government, agency and municipal obligations, which are permitted under the provisions of the Volcker Rule.

 

Provisions of the Volcker Rule and the final rules implementing the Volcker Rule restrict certain activities provided by Southwest Securities, including proprietary trading. For purposes of the Volcker Rule, purchases or sales of financial instruments such as securities, derivatives, contracts of sale of commodities for future delivery or options on the foregoing for the purpose of short-term gain are deemed to be proprietary trading (with financial instruments held for less than 60 days presumed to be for proprietary trading unless an alternative purpose can be demonstrated), unless certain exemptions apply. Exempted activities include, among others, the following: 1) underwriting; 2) market making; 3) risk mitigating hedging; 4) trading in certain government securities; 5) employee compensation plans and 6) transactions entered into on behalf of and for the account of clients as agent, broker, custodian or in a trustee or fiduciary capacity. While management continues to assess compliance with the Volcker Rule, we have reviewed our processes and procedures in regard to proprietary trading and we believe we are currently complying with the provisions of the Volcker Rule regarding proprietary trading.  However, it remains uncertain how the scope of applicable restrictions and exceptions will be interpreted and administered.  Absent further regulatory guidance, we are required to make certain assumptions as to the degree to which our activities, processes and procedures in these areas comply with the requirements of the Volcker Rule.  If these assumptions are not accurate or if our implementation is not consistent with regulatory expectations, we may be required to make certain changes to our business activities, processes or procedures, which could further increase our compliance and regulatory risks and costs.  The Volcker Rule requires and management believes the Company will have an active compliance program for proprietary trading by July 2015.

 

Discontinued operations.  Effective June 30, 2013, the Company made the strategic decision to exit its corporate finance business.  Included in loss before income tax expense (benefit) and net loss on the Consolidated Statements of Comprehensive Loss is (loss) income before income tax expense (benefit) and net (loss) income from the Company’s corporate finance business for fiscal years 2013 and 2012 (in thousands):

               

		2013			2012
(Loss) income before income tax expense (benefit)		$	(431	)	$	174
Net (loss) income		(280		)	113

 

(b) Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

(c) Cash and Cash Equivalents

 

For the purposes of the Consolidated Statements of Cash Flows, SWS considers cash to include cash on hand and in bank accounts.  In addition, SWS considers funds due from banks and interest bearing deposits in other banks to be cash. Highly liquid debt instruments purchased with maturities of three months or less, when acquired, are considered to be cash equivalents.  The Federal Deposit Insurance Corporation (“FDIC”) insures deposit accounts up to $250,000.  At June 30, 2014 and June 30, 2013, cash balances included $81,378,000 and $37,833,000 of cash, respectively, that was not federally insured because the amounts exceeded federal insurance limits.  This at-risk amount is subject to fluctuation on a daily basis, but management does not believe there is significant risk on these deposits.

 

F-8

 

The Bank is required to maintain reserve balances on hand or with the Federal Reserve Bank of Dallas.  At June 30, 2014 and 2013, these reserve balances amounted to $1,612,000 and $1,649,000, respectively.

 

(d) Restricted Cash and Cash Equivalents

 

Restricted cash and cash equivalents represents funds received from Hilltop and Oak Hill Capital Partners III, L.P. (“OHCP”) and Oak Hill Capital Management Partners III, L.P. (collectively with OHCP, “Oak Hill”) upon completion of the $100,000,000, five year, unsecured credit agreement from Hilltop and Oak Hill (the “Credit Agreement”) that was entered into on July 29, 2011. The Company is required to keep these funds in a restricted account until the Company’s Board of Directors, Hilltop and Oak Hill determine the amount(s) to be distributed to the Company’s subsidiaries.  See additional discussion in, Note 16, Debt Issued with Stock Purchase Warrants.  Upon approval of the Board of Directors, Hilltop and Oak Hill, SWS Group contributed $20,000,000 of this cash in the second quarter of fiscal 2012 to the Bank as capital, loaned Southwest Securities $20,000,000 in the third quarter of fiscal 2012 to use in general operations by reducing Southwest Securities’ use of short-term borrowings for the financing of its day-to-day cash management needs, reduced its intercompany payable to Southwest Securities by $20,000,000 and contributed $10,000,000 in capital to Southwest Securities in the fourth quarter of fiscal 2012.  On March 28, 2013, the $20,000,000 loan from SWS Group to Southwest Securities was repaid and the Company’s Board of Directors, Hilltop and Oak Hill approved a $20,000,000 capital contribution to Southwest Securities.  The remaining $30,000,000 was loaned to Southwest Securities to use in general operations and to reduce its use of short-term borrowings to finance its day-to-day cash management needs in the third quarter of fiscal 2014.  Restricted cash and cash equivalents are excluded from cash and cash equivalents in the Consolidated Statements of Financial Condition and Consolidated Statements of Cash Flows.  The Company holds restricted cash and cash equivalents in money market funds.

 

(e) Securities Transactions

 

Proprietary securities transactions are recorded on a trade date basis, as if they had settled.  Clients’ securities and commodities transactions are reported on a settlement date basis with the related commission income and expenses reported on a trade date basis.

 

(f) Securities Lending Activities

 

Securities borrowed and securities loaned transactions are generally reported as collateralized financings except where letters of credit or other securities are used as collateral.  Securities borrowed transactions require the Company to deposit cash, letters of credit, or other collateral with the lender.  With respect to securities loaned, the Company receives collateral in the form of cash in an amount generally in excess of the fair value of securities loaned.  The Company monitors the fair value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary.  Securities borrowed and securities loaned transactions are recorded at the amount of cash collateral advanced or received adjusted for additional collateral obtained or received.  Interest on such transactions is accrued and included in the Consolidated Statements of Financial Condition in receivables from and payables to brokers, dealers and clearing organizations.

 

(g) Loans and Allowance for Loan Losses

 

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal balance adjusted for any charge-offs, the allowance for probable loan losses, and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.  Interest income is accrued on the unpaid principal balance.

 

Loan origination and commitment fees and certain related direct costs are deferred and amortized to interest income, generally over the contractual lives of the loans, using the interest method.  Discounts on first mortgage, consumer and other loans are amortized to income using the interest method over the remaining period to contractual maturity.

 

The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due.  When interest accrual is discontinued, all unpaid accrued interest is reversed.  Interest income is subsequently recognized to the extent cash payments are received for loans where ultimate full collection is likely.  For loans where ultimate collection is not likely, interest payments are applied to the outstanding principal and income is only recognized if full payment is made.  Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

Purchased Mortgage Loans Held for Investment.  Loan participations in the Bank’s mortgage purchase program are acquired from various mortgage companies and valued at amortized cost.  These loans are pre-sold by the mortgage company to secondary investors who have been approved by the Bank.  The purchased mortgage loans held for investment are held on average for 25 days or less.

 

Loans Measured at Fair Value.  As permitted by Accounting Standards Codification (“ASC”) 825, “Financial Instruments,” the Bank has elected to measure certain loans at fair value.  Management has elected the fair value option for these items to offset the corresponding change in fair value of the related interest rate swap agreements.  The change in fair value is recorded in other revenue on the Consolidated Statements of Comprehensive Loss.  For additional discussion regarding these loans and the related interest rate swaps, see Note 5, Loans and Allowance for Probable Loan Losses and Note 11, Interest Rate Swaps.

 

F-9

 

Allowance for Loan Losses.  The allowance for loan losses is maintained to absorb management’s estimate of probable loan losses inherent in the Bank’s loan portfolio at each reporting date.  The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings.  Loan losses are charged against the allowance when management confirms the uncollectibility of the principal loan balance.  Subsequent recoveries, if any, are recorded through the allowance.  The determination of an adequate allowance is inherently subjective, as it requires estimates that are susceptible to significant revision as additional information becomes available or circumstances change.

 

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions.  The allowance for loan losses consists of a specific and a general allowance component.

 

The specific allowance component provides for estimated probable losses for loans identified as impaired.  A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts of principal and interest when due according to the contractual terms of the loan agreement.  Management considers the borrower’s financial condition, payment status, historical payment record, and any adverse situations affecting the borrower’s ability to repay when evaluating whether a loan is deemed impaired.  Loans that experience insignificant payment delays and shortfalls generally are not classified as impaired. Management determines the significance of payment delays and shortfalls on a case-by-case basis taking into consideration all circumstances surrounding the loan and the borrower, including the length of delay, the reasons for the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest outstanding.

 

A specific reserve is recorded when and to the extent the recorded value of the loan is greater than (1) the present value of expected future cash flows discounted at the loan’s original effective rate, (2) fair value of collateral if the loan is collateral-dependent or (3) observable market price of the impaired loan.  If the fair value of collateral is used to measure impairment of a collateral-dependent loan and repayment is dependent on the sale of the collateral, the fair value is adjusted to incorporate estimated costs to sell the collateral.  Impaired loans that are collateral-dependent are primarily measured for impairment using the fair value of the collateral as determined by third party appraisals using the income approach, recent comparable sales data, or a combination thereof.  In certain instances it is necessary for management to adjust the appraised value, less estimated costs to sell the collateral, to reflect changes in fair value occurring subsequent to the appraisal date.  Management considers a guarantor’s capacity and willingness to perform, when appropriate, and the borrower’s resources available for repayment when measuring impairment.

 

The general allowance provides for estimated and probable losses inherent in the remainder of the Bank’s loan portfolio.  The general allowance is determined through a statistical calculation based on the Bank’s historical loss experience adjusted for certain qualitative factors as deemed appropriate by management.  The statistical calculation is conducted on a disaggregated basis for groups of homogeneous loans with similar risk characteristics (product types).  The historical loss element is calculated as the average ratio of charge-offs, net of recoveries, to the average recorded investment for the current and previous seven quarters.  Management may adjust the historical loss rates to reflect increased credit risk not captured in the historical loss, additional risk of loss associated with the total loan portfolio or other circumstances, such as deterioration in the real estate market, current market environment for commercial loans, credit quality, significant concentrations of product types and trends in portfolio volume.   In addition, prevailing economic conditions and specific industry trends are taken into consideration when establishing the adjustments to historical loss rates.

 

For additional discussion regarding the calculation of the Company’s allowance for probable loan losses see Note 5, Loans and Allowance for Probable Loan Losses.

 

(h) Securities Owned

 

Marketable securities are carried at fair value.  The increase or decrease in net unrealized appreciation or depreciation of securities owned is credited or charged to operations and is included in net gains on principal transactions in the Consolidated Statements of Comprehensive Loss.  SWS records the fair value of securities owned on a trade date basis.  See Note 1(x) and Note 26, Fair Value of Financial Instruments.

 

(i) Securities Held to Maturity

 

Bonds and notes for which the Company has the intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity.

 

(j) Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase

 

Transactions involving purchases of securities under agreements to resell (reverse repurchase agreements or reverse repos) or sales of securities under agreements to repurchase (repurchase agreements or repos) are accounted for as collateralized financings except where the Company does not have an agreement to sell (or purchase) the same or substantially the same securities before maturity at a fixed or determinable price.  It is the policy of the Company to obtain possession of collateral with a fair value equal to or in excess of the principal amount loaned under resale agreements.  Collateral is valued daily, and the Company may require counterparties to deposit additional collateral or return collateral pledged when appropriate. Interest payable on these amounts is included in the Consolidated Statements of Financial Condition in other liabilities.

 

F-10

 

(k) Goodwill

 

Goodwill is the excess of the aggregate purchase price over the estimated fair value of the net assets acquired in a business combination at the date of acquisition. Goodwill is not amortized, however, the Company assesses goodwill for impairment on an annual basis, at year-end, and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. Goodwill impairment is evaluated at the reporting unit level. SWS has two reporting units with goodwill: Clearing with $4,254,000 and Institutional Brokerage with $3,298,000, both of which are part of Southwest Securities.

 

The Company assessed the fair value of its goodwill for fiscal 2014 based on the concepts outlined in Accounting Standards Update (“ASU”) 2011-08.   Based on the results of its assessment, SWS’s goodwill balance was not impaired as the fair value of each reporting unit exceeded its carrying value.  The fair value of the business units with goodwill were determined by using a weighted average of a discounted cash flow model estimate of fair value and a market multiple approach to fair value.

 

There were no changes in the carrying value of goodwill during the fiscal years ended June 30, 2014, June 30, 2013 and June 29, 2012.

 

(l) Investments

 

Limited partnership investments are accounted for under the equity method of accounting in accordance with ASC 323, “Investments-Equity Method and Joint Ventures.”

 

(m) Interest Rate Swaps in Cash Flow Hedging Relationships

 

The Bank recognizes interest rate swaps as either assets or liabilities in the Consolidated Statements of Financial Condition.  A portion of the Bank’s investment in interest rate swaps are derivatives designated in cash flow hedging relationships.  The Bank has formally documented the following in regard to these hedging relationships: (i) its risk management objective; (ii) the strategy used for undertaking the hedge; (iii) the hedging instrument; (iv) the hedged transaction; (iv) the nature of the risk being hedged; (v) how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively; (vi) a description of the method used to measure ineffectiveness and (vii) a description of the method used for sale, extinguishments or termination of hedging instruments. The Bank has also formally assessed, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in the cash flow hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions.   See additional discussion in Note 11, Interest Rate Swaps.

 

(n) Real Estate Owned (“REO”) and Other Repossessed Assets

 

REO and other repossessed assets, which include transportation vehicles, are valued at the lower of cost or market, less a selling discount and are included in other assets in the Consolidated Statements of Financial Condition.  For those investments where the REO is valued at market, the value is determined by third party appraisals or if the REO is subject to a sales contract, by the accepted sales amount.  In addition, under certain circumstances, the Bank adjusts appraised values to more accurately reflect the economic conditions of the area at the time of valuation or to reflect changes in market value occurring subsequent to the appraisal date.  The amount of subsequent REO write-downs required to reflect current fair value was $468,000, $1,657,000, and $1,175,000 for fiscal years 2014, 2013 and 2012, respectively.  The amount of subsequent other repossessed assets write-downs required to reflect current fair value was $126,000 for fiscal year 2012.  There were no write-downs for fiscal years 2014 and 2013.

 

(o) Fixed Assets and Depreciation

 

Fixed assets are comprised of furniture, computer hardware, equipment and leasehold improvements and are included in other assets in the Consolidated Statements of Financial Condition.  Additions, improvements and expenditures for repairs and maintenance that significantly extend the useful life of an asset are capitalized.  Other expenditures for repairs and maintenance are charged to expense in the period incurred.  Depreciation of furniture and equipment is provided over the estimated useful lives of the assets (from three to seven years), and depreciation on leasehold improvements is provided over the shorter of the useful life or the lease term (up to fifteen years) using the straight-line method.  Depreciation of buildings is provided over the useful life (up to forty years) using the straight-line method. Depreciation expense totaled approximately $5,384,000, $5,472,000, and $5,763,000, for fiscal years 2014, 2013 and 2012, respectively.

 

F-11

 

Property consisted of the following at June 30, 2014 and June 30, 2013 (in thousands):

 

		June 30, 2014			June 30, 2013
Land		$	1,912		$	2,104
Buildings		4,981			4,977
Furniture and equipment		48,491			50,182
Leasehold improvements		15,715			15,253
		71,099			72,516
Less: accumulated depreciation		(55,235		)	(54,550		)
Net property		$	15,864		$	17,966

 

Furniture, equipment and leasehold improvements are tested for potential impairment whenever events or changes in circumstances suggest that an asset’s or asset group’s carrying value may not be fully recoverable.  An impairment loss, calculated as the difference between the estimated fair value and the carrying value of an asset or asset group, is recognized if the sum of the expected undiscounted cash flows relating to the asset or asset group is less than the corresponding carrying value.

 

(p) Consolidation of Variable Interest Entities

 

An entity is defined as a variable interest entity (“VIE”) and subject to consolidation if:  (1) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties or (2) the holders of the equity investment at risk in the entity lack the ability to make significant decisions about the entity’s operations or are not obligated to absorb the expected losses or receive the expected returns of the entity.

 

The reporting entity, if any, which has a controlling financial interest in a VIE is required to possess:  (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb potentially significant losses or the right to receive potentially significant benefits from the VIE.  The entity which has a controlling financial interest is determined to be the primary beneficiary of the VIE and is required to consolidate the entity in its financial statements.

 

In addition, a reporting entity is required to reevaluate whether an entity is a VIE, and if the entity is determined to be a VIE, whether the reporting entity is the primary beneficiary of the VIE, periodically upon the occurrence of certain events known as reconsideration events.  A loan modified in a troubled debt restructuring (“TDR”) triggers a reconsideration event.  See Note 5, Loans and Allowance for Probable Loan Losses for additional information.

 

(q)  Servicing Assets

 

During fiscal 2014 and 2013, the Bank sold $5,934,000 of SBA loans resulting in a gain of $558,000 and $17,664,000 of SBA loans resulting in a gain of $2,253,000, respectively.  In addition, in connection with the fiscal 2014 and 2013 sales, the Bank recorded servicing assets of $116,000 and $418,000, respectively.  At June 30, 2014 and June 30, 2013, the servicing assets had a value of $447,000 and $412,000, respectively.  The Bank accounts for its servicing rights in accordance with ASC 860-50, “Servicing Assets and Liabilities,” (“ASC 860”) at amortized cost.  The codification requires that servicing rights acquired through the origination of loans, which are sold with servicing rights retained, are recognized as separate assets.  Servicing assets are recorded as the difference between the contractual servicing fees and adequate compensation for performing the servicing, and are periodically reviewed and adjusted for any impairment.  The amount of impairment recognized, if any, is the amount by which the servicing assets exceed their fair value.  During fiscal 2014, the Bank recorded a servicing asset valuation allowance of $12,400.  There was no servicing asset valuation allowance recorded for fiscal 2013. Fair value of the servicing assets is estimated using discounted cash flows based on current market interest rates.  See Note 1(x) and Note 26, Fair Value of Financial Instruments.  Servicing rights are amortized in proportion to, and over the period of the related net servicing income.

 

(r) Drafts Payable

 

In the normal course of business, SWS uses drafts to make payments relating to its brokerage transactions. These drafts are presented for payment through an unaffiliated bank and are sent to SWS daily for review and acceptance.  Upon acceptance, the drafts are paid and charged against cash.

 

(s) Federal Income Taxes

 

SWS and its subsidiaries file a consolidated federal income tax return.  Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of the tax rate changes.

 

F-12

 

The Company records net deferred tax assets to the extent the Company believes these assets are more likely than not to be realized.  In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.  A valuation allowance is established against deferred tax assets when the Company determines that they are more likely to not be realized than realized.  In the event the Company subsequently determines that it would be able to realize deferred income tax assets in excess of their net recorded amount, the Company would reduce the valuation allowance, which would reduce the provision for income taxes.

 

Deferred tax assets derived from operating losses are realized when the Company generates consolidated taxable income within the applicable carry-back and carryforward periods.  Based on an evaluation of the positive and negative evidence, management determined in the fourth quarter of fiscal 2013 that it was appropriate to increase the valuation allowance for the Company’s remaining deferred tax assets, with the exception of the Bank’s available for sale securities after reviewing the impact of the Company’s fourth quarter operating results and the Company’s fiscal 2014 financial  forecast.  Accordingly, the Company’s valuation allowance increased by $29,998,000 from $872,000 at June 29, 2012 to $30,870,000 at June 30, 2013.  In fiscal 2014, the valuation allowance increased by $4,582,000 to $35,452,000 at June 30, 2014 based on activity in the current fiscal year. See Note 17, Income Taxes for a detail of the Company’s deferred tax assets.

 

(t) Treasury Stock

 

Periodically, SWS repurchases shares of common stock under a plan approved by the Board of Directors.  Prior to February 28, 2013, SWS was authorized to repurchase 500,000 shares of common stock from time to time in the open market.  During fiscal years 2014 and 2013, SWS Group did not repurchase any shares of common stock under this plan.  As of June 30, 2014, the Company was not authorized to repurchase shares of common stock under a repurchase agreement and did not intend to repurchase any shares of common stock.  Any repurchase of shares of common stock by the Company would require approval from the Company’s Board of Directors, Hilltop, Oak Hill and regulatory authorities.

 

Treasury stock is also repurchased periodically under the Company’s deferred compensation plan and the restricted stock plan. See Note 19, Employee Benefits.

 

(u) Stock-Based Compensation

 

SWS accounts for the SWS Group, Inc. 2003 Restricted Stock Plan (“2003 Restricted Stock Plan”) and the 2012 Restricted Stock Plan (“2012 Restricted Stock Plan”) under the recognition and measurement principles of the Financial Accounting Standards Board’s (“FASB”) accounting codification.  See Note 19, Employee Benefits.

 

(v) Loss Per Share (“EPS”)

 

SWS provides a presentation of basic and diluted EPS.  Basic EPS excludes dilution and is computed by dividing net income by weighted average common shares outstanding for the period.  Diluted EPS reflects the potential dilution that would occur if contracts to issue common stock were exercised.  Unvested share-based payment awards that contain non-forfeiture rights to dividends or dividend equivalents (paid or unpaid) are treated as participating securities and are factored into the calculation of basic and diluted EPS, except in periods with a net loss, when they are excluded.  See Note 22, Loss Per Share for additional detail regarding the Company’s calculation of EPS.

 

(w)  Other Comprehensive Income (Loss)

 

Net holding gains and losses represent the unrealized holding gains and losses on securities available for sale. See Note 9, Securities Available for Sale.

 

For the interest rate swaps that are designated and qualify as part of a cash flow hedging relationship, changes in the fair value are recognized in accumulated other comprehensive income to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings.  The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness and changes in fair value of the derivative instruments not designated in a cash flow hedging relationship are recognized in other revenue on the Consolidated Statements of Comprehensive Loss.  See Note 11, Interest Rate Swaps.

 

(x) Fair Value of Financial Instruments

 

Fair value accounting establishes a framework for measuring fair value.  Under fair value accounting, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date in the principal market in which the reporting entity transacts.  Further, fair value should be based on the assumptions market participants would use when pricing the asset or liability.  In support of this principle, fair value accounting establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.  The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data.  Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy.  The standard describes three levels of inputs that may be used to measure fair value:

 

F-13

 

·        Level 1 — Quoted prices in an active market for identical assets or liabilities. The Company values the following assets and liabilities utilizing Level 1 inputs:  (1) the Company’s deferred compensation plan’s investment in Westwood Holdings Group, Inc.’s (“Westwood”) common stock; and (2) certain inventories held in the Company’s securities owned and securities sold, not yet purchased portfolio.  Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily available.

 

·        Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company values the following assets and liabilities utilizing Level 2 inputs:  (1) certain inventories held in the Company’s securities owned and securities sold, not yet purchased portfolio; (2) securities in the available for sale portfolio; and (3) the Bank’s investment in interest rate swaps.  These financial instruments are valued by quoted prices that are less frequent than those in active markets or by models that use various assumptions that are derived from or supported by data that is generally observable in the marketplace. Valuations in this category are inherently less reliable than quoted market prices due to the degree of subjectivity involved in determining appropriate methodologies and the applicable underlying observable market assumptions.

 

·        Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. The Company values the following assets and liabilities utilizing Level 3 inputs:  (1) the Bank’s loans measured at fair value; (2) certain inventories held in the Company’s securities owned portfolio; and (3) the warrants. These financial instruments have significant inputs that cannot be validated by readily determinable market data and generally involve considerable judgment by management.

 

The following is a description of the valuation methodologies used for instruments measured at fair value on recurring and non-recurring bases and recognized in the Consolidated Statements of Financial Condition, as well as the general classification of such instruments pursuant to the valuation hierarchy.

 

Recurring Fair Value Measurements

 

Loans measured at fair value.  The loans are independently valued quarterly using a discounted cash flow model which factors in the relevant contractual loan terms and then present value back to a market-based discount rate.  The market based discount rate is based on how the subject loans would be priced as of the valuation date and therefore include normal credit loss expectations, given the underlying underwriting standards including loan to value ratio and debt coverage ratios for the subject portfolio.  The rate at which the loans are discounted is based upon London Interbank Offered Rate (LIBOR), the anticipated Bank preferential return and the terms of the loans.  These loans are classified within Level 3 of the valuation hierarchy.  During the second quarter of fiscal 2014, the Company transferred the loans measured at fair value from Level 2 to Level 3 due to a lack of observable data to support a Level 2 valuation.

 

Securities Owned and Securities Sold, Not Yet Purchased Portfolio.  Securities classified as Level 1 securities primarily consist of financial instruments whose value is based on quoted market prices in active markets such as corporate equity securities and U.S. government and government agency obligations, primarily U.S. treasury securities.

 

Securities classified as Level 2 securities include financial instruments that are valued using models or other valuation methodologies.  These models are primarily industry standard models that consider various assumptions, including time value, yield curve, volatility factors, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures.  Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.  Securities in this category include corporate obligations, U.S. government and government agency obligations and municipal obligations.

 

Securities classified as Level 3 securities are securities whose fair value is estimated based on internally developed models or methodologies, including discounted cash flow, utilizing significant inputs that are generally less readily observable.  The models and methodologies consider the quality of the underlying loans, any related secondary market activity and expectations regarding future interest rate movements.  Included in this category are certain corporate equity securities, corporate and municipal obligations.

 

Securities Available for Sale.  Because quoted market prices are available in an active market, the Company’s deferred compensation plan’s investment in Westwood’s common stock are classified within Level 1 of the valuation hierarchy.  The Company’s investments in U.S. government and government agency and municipal obligations held by the Bank as available for sale are valued in a similar manner to the Company’s Level 2 securities owned and securities sold, not yet purchased portfolio, noted above.

 

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Interest Rate Swaps.  The fair value of interest rate swaps is determined using an income approach incorporating various assumptions, including the term of the swap, the notional amount of the swap, discount rates interpolated based on relevant swap curves, the rate on the fixed leg of the swap and a credit value adjustment for counterparty non-performance.  The approach also takes into consideration the potential impact of collateralization and netting agreements.  Because substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace, the interest rate swaps are classified within Level 2 of the valuation hierarchy.

 

Warrants.  The warrants held by Hilltop and Oak Hill are valued using a binomial model which forecasts the Company’s potential stock price at certain points in time between the valuation date and expiration date of the warrants.  In addition to the Company’s stock price, variables in the model include the risk free rate of return, dividend yield, time to maturity and volatility of the Company’s stock price.  The warrants are classified within Level 3 of the valuation hierarchy.

 

Substantially all of SWS’s brokerage assets and liabilities are carried at market value or at amounts which, because of their short-term nature, approximate current fair value.

 

Non-recurring Fair Value Measurements

 

Impaired loans held for investment.  Certain impaired loans are reported at fair value through the recognition of a specific valuation allowance or a partial principal charge-off.  The fair value of an impaired loan is primarily determined based on the present value of the loan’s expected future cash flows discounted at the loan’s original effective rate or the fair value of collateral if the loan is collateral-dependent.  If the fair value of collateral is used to measure impairment of a collateral-dependent loan and repayment is dependent on the sale of the collateral, the fair value is adjusted to incorporate estimated costs to sell the collateral.  Impaired loans that are collateral-dependent are primarily measured for impairment using the fair value of the collateral as determined by third party appraisals using the income approach, recent comparable sales data or a combination thereof.  In certain instances it is necessary for management to adjust the appraised value, less estimated costs to sell the collateral, to reflect changes in fair value occurring subsequent to the appraisal date.  Therefore, impaired loans reported at fair value in the Consolidated Statements of Financial Condition are classified as Level 3 in the fair value hierarchy.

 

REO.  See Note 1(n), Real Estate Owned (“REO”) and Other Repossessed Assets for discussion of the valuation of these assets. REO assets are valued using Level 3 valuation methodologies as the inputs utilized to determine fair value require significant judgment and estimation.

 

Impaired Servicing Assets.  See Note 1(q), Servicing Assets for discussion of the valuation of these assets.  Servicing assets are valued using discounted cash flow model discounted with market rates.

 

Other Fair Value Disclosures

 

The following is a description of the valuation methodologies used for financial instruments not measured at fair value in the Consolidated Statements of Financial Condition, but for which fair value is required to be disclosed in accordance with ASC 820,  “Fair Value Measurements and Disclosure”.   See Note 26, Fair Value of Financial Instruments for additional information, including the hierarchy levels for these financial instruments.

 

Securities held to maturity.  Fair values of securities held to maturity are based on the Company’s fair value policies regarding U.S. government and government agency obligations discussed above under — Recurring Fair Value Measurements — Securities Owned and Securities Sold, Not Yet Purchased Portfolio.

 

Loans.  Fair values of loans receivable, including purchased mortgage loans held for investment, are estimated for portfolios of loans with similar characteristics.  Loans are segregated by type, such as real estate, commercial and consumer, which are further segregated into fixed and adjustable rate interest terms.  The fair value of loans receivable is calculated by discounting expected future cash flows through the estimated maturity using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics.

 

Servicing assets.  See Note 1(q), Servicing Assets for discussion of the valuation of these assets.

 

Deposits.  The fair value of deposits with no stated maturity, such as interest-bearing checking accounts, passbook savings accounts and advance payments from borrowers for taxes and insurance, is based on current market rates for deposits payable on demand.  The fair value of certificates of deposit is based on the discounted value of contractual cash flows.  The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

 

Advances from FHLB.  The fair value of advances from FHLB is based on the discounted value of contractual cash flows.  The discount rate is estimated using the rates currently offered for borrowings of similar remaining maturities.

 

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Long-term debt.  The fair value of long-term debt is estimated using a discounted cash flow model with assumptions regarding the factors a market participant would consider in valuing the liability, including credit and liquidity risk.

 

(y) Accounting Pronouncements

 

The FASB and the SEC have recently issued the following statements and interpretations, which are applicable to SWS.  Any other new accounting pronouncements not specifically identified in our disclosures are not applicable to SWS.

 

Accounting Standards Update (“ASU”) 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”).”  In July 2013, the FASB issued ASU 2013-11 which explicitly states the guidance for the presentation of unrecognized tax benefits when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exits.  This pronouncement clarifies the presentation of the unrecognized tax benefit as there is not currently a standard industry practice.  This pronouncement states an unrecognized tax benefit, or portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to the deferred tax asset for a net operating loss carryforward, a similar loss, or a tax credit carryforward.  The presentation is limited if the net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date due to tax law or the entity does not recognize its deferred tax asset.  In addition, the unrecognized tax benefit should be presented as a liability separate from the deferred tax asset.  The adoption of ASU 2013-11 will not impact the Company’s results of operations or financial position, but will impact the Company’s disclosures about the presentation of the deferred tax liability and asset.  ASU 2013-11 is effective for annual reporting periods beginning after December 15, 2014; the Company’s first quarter of fiscal 2015.  The Company is in the process of evaluating the impact of ASU 2013-11 on its financial statements and processes.

 

ASU 2014-04, “Receivables—Troubled Debt Restructuring by Creditors (“ASU 2014-04”).”  In January 2014, the FASB issued ASU 2014-04 to clarify that when an in substance repossession or foreclosure occurs, a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction.  ASU 2014-04 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014; the Company’s first quarter of fiscal 2016.  The Company is in the process of evaluating the impact of ASU 2014-04 on its financial statements and processes.

 

ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity) (“ASU 2014-08”).”  In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of the discontinued operations due to disposals of small groups of assets that are recurring in nature, which could cause the presentation of their disclosure to possibly be misleading to stakeholders.  The main provisions revolve around the disclosure of a disposal of a component of an entity or group of components if the disposal represents a strategic shift that has or will have major effects on an entity’s operations and financial results.  This update requires companies to disclose the assets, liabilities, operating and investing cash flows, pre-tax profit and loss, and significant non-cash items of the discontinued operations in comparative periods.  ASU 2014-08 is effective for disposals that occur within the annual periods, and interim periods within those annual periods, beginning after December 15, 2014; the Company’s first quarter of fiscal 2016.  The Company is in the process of evaluating the impact of ASU 2014-08 on its financial statements and processes.

 

ASU 2014-09 — “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).”  In May 2014, the FASB issued ASU 2014-09 to enhance the presentation of revenue from contracts.  The guidance was released to ensure consistency for revenue recognition across industries and generally accepted accounting principles (“GAAP”) and International Financial Reporting Standards (“IFRS”).  The main provision of the principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The guidance affects companies which enter into contracts for goods or services in exchange for the transfer of nonfinancial assets unless those contracts are within the scope of other standards.  ASU 2014-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017; the Company’s first quarter of fiscal 2019.  The Company is in the process of evaluating the impact of ASU 2014-09 on its financial statements and processes.

 

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ASU 2014-11 — “Transfers and Servicing (Topic 860): Repurchase- to- Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”).”  In June 2014, the FASB issued ASU 2014-11 to amend pronouncements related to the disclosure of repurchase-to-maturity transactions to be accounted for as secured borrowings.  This update will create consistency with how repurchase agreements are disclosed.  Information will be required for sale transactions that are economically similar to repurchase agreements.  In addition, the amendments require disclosure of the types of collateral pledged in repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions and the tenor of those transactions.  Updated secured borrowing accounting will be applicable for transactions that involve a transfer of a financial asset executed at the same time with a repurchase agreement with the same counterparty (a repurchase financing).  ASU 2014-11 is effective for disposals occurring after annual periods, and interim periods within those annual periods, starting December 15, 2014; the Company’s first quarter of fiscal 2016.  The Company is in the process of evaluating the impact of ASU 2014-11 on its financial statements and processes.

 

2.             ASSETS SEGREGATED FOR REGULATORY PURPOSES

 

At June 30, 2014, SWS held cash of approximately $190,240,000 segregated in special reserve bank accounts for the exclusive benefit of customers under Rule 15c3-3 under the Exchange Act.  SWS had no reserve deposits in special reserve bank accounts for the Proprietary Accounts of Brokers (the “PAB”) at June 30, 2014.

 

At June 30, 2013, SWS held cash of approximately $164,737,000 segregated in special reserve bank accounts for the exclusive benefit of customers under Rule 15c3-3 under the Exchange Act.  SWS had no reserve deposits in special reserve bank accounts for the PAB at June 30, 2013.

 

3.             RECEIVABLE FROM AND PAYABLE TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS

 

At June 30, 2014 and June 30, 2013, SWS had receivable from and payable to brokers, dealers and clearing organizations related to the following (in thousands):

 

		2014			2013
Receivable:
Securities failed to deliver		$	23,865		$	9,708
Securities borrowed		1,878,752			1,546,376
Correspondent broker/dealers		33,982			45,435
Clearing organizations		48,553			25,285
Other		7,789			71,670
		$	1,992,941		$	1,698,474
Payable:
Securities failed to receive		$	28,210		$	39,024
Securities loaned		1,834,089			1,471,319
Correspondent broker/dealers		14,386			16,352
Other		37,291			6,276
		$	1,913,976		$	1,532,971

 

Securities failed to deliver and receive represent the contractual value of securities that have not been delivered or received subsequent to settlement date.  Securities borrowed and loaned represent deposits made to or received from other broker/dealers relating to these transactions.  These deposits approximate the market value of the underlying securities.

 

SWS clears securities transactions for correspondent broker/dealers.  Proprietary settled securities and related transactions for these correspondents are included in the receivable from and payable to brokers, dealers and clearing organizations.

 

SWS participates in the securities borrowing and lending business by borrowing and lending securities other than those of its clients.  SWS obtains or releases collateral as prices of the underlying securities fluctuate.  Both of these activities are reported on a gross basis by counterparty.  The following table provides information about these receivables and related collateral amounts at June 30, 2014 and 2013.

 

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