SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 29, 2004
SWS GROUP, INC.
----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE No. 0-19483 No. 75-2040825
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) Identification No.)
1201 ELM STREET, SUITE 3500
DALLAS, TEXAS 75270
------------------------------------------------------------
(Address, including zip code, of principal executive office)
Registrants' telephone number, including area code: 214-859-1800
Not applicable
----------------------------------------------------------------
(Registrant's former name or address, if changed since last report)
Item 12. Results of Operations and Financial Condition.
On January 29, 2004, SWS Group, Inc. ("SWS") issued a press release
regarding its results of operations for the three and six months ended December
31, 2003.
The following information contained therein shall be deemed to be "filed"
for the purposes of Section 18 of the Securities and Exchange Act of 1934, as
amended, and shall be incorporated by reference in SWS' filings under the
Securities Act of 1933, as amended:
For the second quarter ended December 31, 2003, SWS reported net
income of $4.3 million, or diluted earnings per share (EPS) of 25 cents,
on revenues of $72 million, compared with net income of $849,000, or
diluted EPS of 5 cents, on revenues of $66.4 million in the prior year's
second quarter.
For the first half of fiscal 2004, SWS recorded revenues of $135.8
million, net income of $5.5 million and diluted EPS of 32 cents, compared
with revenues of $132.1 million, net income of $539,000 and diluted EPS of
3 cents in the same period of the prior fiscal year.
The quarter benefited from two significant events, including the
sale of half of SWS Group's ownership interest in Archipelago, an
electronic stock exchange, and the receipt of an additional 91,000 shares
of the common stock of U.S. Home Systems, Inc. (Nasdaq: USHS) that had
been held in escrow under the terms of a sales agreement.
The Archipelago sale resulted in an after-tax gain of $587,000. SWS
retained an interest in the electronic stock exchange of 303,456 shares
with a cost basis of zero. The additional U.S. Home Systems stock was
issued in October 2003 after no material contingencies were found related
to the operations of First Consumer Credit, LLC, a business that First
Savings Bank (FSB) sold in October 2001. FSB, a wholly owned subsidiary of
SWS Group, paid the shares to the parent company as a dividend, and they
were recorded at fair market value resulting in an after-tax gain of
$703,000. Including the additional shares, SWS owns 457,154 shares of USHS
common stock.
Fiscal-year-to-date transactions processed by Southwest Securities,
Inc. for correspondent broker/dealers totaled 16.2 million compared with
13.6 million in the prior year period. Book value per share was $14.93
compared with $14.71 a year ago.
This release contains forward-looking statements regarding SWS'
future overall performance. Readers are cautioned that any forward-looking
statements, including those predicting or forecasting future events or
results, which depend on future events for their accuracy, embody
projections or assumptions, or express the intent, belief or current
expectations of SWS or management, are not guarantees of future
performance and involve risks and uncertainties. Actual results may differ
materially as a result of various factors, some of which are out of our
control, including, but not limited to those factors discussed in our
Annual Report on Form 10-K and in our other reports filed with and
available from the Securities and Exchange Commission.
Pursuant to General Instruction B.6 of Form 8-K, the following information
shall be deemed to be "furnished" and not "filed" for the purposes of Section 18
of the Securities and Exchange Act of 1934, as amended, and, therefore, shall
not be incorporated by reference in any filing under the Securities Act of 1933,
as amended:
A copy of the press release issued by SWS on January 29, 2004 is
attached hereto as Exhibit 99.1.
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.
SWS GROUP, INC.
Date: January 29, 2004
By: /s/ Kenneth R. Hanks
-----------------------------------------
Kenneth R. Hanks
Executive Vice President, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 SWS Group, Inc. Press Release Issued January 29, 2004