10Q 9.30.2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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| |
(Mark One) |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended September 30, 2012 OR |
| |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ____ to ____ |
Commission file number 001-35009
Fortegra Financial Corporation
(Exact name of Registrant as specified in its charter)
|
| | |
Delaware | | 58-1461399 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
10151 Deerwood Park Boulevard, Building 100, Suite 330 Jacksonville, FL | | 32256 |
(Address of principal executive offices) | | (Zip Code) |
| | |
Registrant's telephone number, including area code: | | (866)-961-9529 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
The number of outstanding shares of the registrant's Common Stock, $0.01 par value, outstanding as of October 31, 2012 was 19,657,152.
FORTEGRA FINANCIAL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED
September 30, 2012
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION | Page Number |
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Item 1. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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PART II - OTHER INFORMATION | |
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Item 1. | | |
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Item 1A. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | Mine Safety Disclosures | |
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Item 5. | | |
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Item 6 | | |
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Exhibit Index | |
PART I. FINANCIAL INFORMATION
Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q ("Form 10-Q") to "Fortegra Financial," "Fortegra," "we," "us," "the Company" or similar terms refer to Fortegra Financial Corporation and its subsidiaries.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are made in reliance upon the protection provided by such act for forward-looking statements. Such statements are subject to risks and uncertainties. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project,'' "plan," "intend," "believe," "may," "should," "can have," "will," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating results or financial performance or other events.
The forward-looking statements contained in this Form 10-Q are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read this Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under Part I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS and Part II, ITEM 1A. RISK FACTORS. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary materially from those projected in these forward-looking statements.
Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
This Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2011 ("Annual Report") along with the Company's other filings with the Securities and Exchange Commission ("SEC").
ITEM 1. FINANCIAL STATEMENTS
FORTEGRA FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(All Amounts in Thousands Except Share and Per Share Amounts)
|
| | | | | | | |
| September 30, 2012 | | December 31, 2011 |
Assets: | | | |
Investments: | | | |
Fixed maturity securities available-for-sale at fair value (amortized cost of $107,150 at September 30, 2012 and $92,311 at December 31, 2011) | $ | 110,833 |
| | $ | 93,509 |
|
Equity securities available-for-sale at fair value (cost of $5,882 at September 30, 2012 and $1,203 at December 31, 2011) | 6,085 |
| | 1,219 |
|
Short-term investments | 970 |
| | 1,070 |
|
Total investments | 117,888 |
| | 95,798 |
|
Cash and cash equivalents | 11,284 |
| | 31,339 |
|
Restricted cash | 21,232 |
| | 14,180 |
|
Accrued investment income | 1,115 |
| | 929 |
|
Notes receivable, net | 4,281 |
| | 3,603 |
|
Accounts and premiums receivable, net | 25,056 |
| | 20,172 |
|
Other receivables | 15,708 |
| | 9,103 |
|
Reinsurance receivables | 197,184 |
| | 194,740 |
|
Deferred acquisition costs | 56,903 |
| | 55,467 |
|
Property and equipment, net | 17,227 |
| | 14,666 |
|
Goodwill | 104,668 |
| | 104,500 |
|
Other intangibles, net | 50,803 |
| | 54,410 |
|
Other assets | 6,452 |
| | 6,070 |
|
Total assets | $ | 629,801 |
| | $ | 604,977 |
|
| | | |
Liabilities: | | | |
Unpaid claims | $ | 32,041 |
| | $ | 32,583 |
|
Unearned premiums | 231,114 |
| | 227,929 |
|
Policyholder account balances | 26,223 |
| | 28,040 |
|
Accrued expenses, accounts payable, income taxes and other liabilities | 51,785 |
| | 35,446 |
|
Deferred revenue | 19,164 |
| | 20,781 |
|
Note payable | 71,168 |
| | 73,000 |
|
Preferred trust securities | 35,000 |
| | 35,000 |
|
Deferred income taxes, net | 26,023 |
| | 24,614 |
|
Total liabilities | 492,518 |
| | 477,393 |
|
Commitments and Contingencies (Note 16) |
| |
|
| | | |
Stockholders' Equity: | | | |
Preferred stock, par value $0.01; 10,000,000 shares authorized; none issued | — |
| | — |
|
Common stock, par value $0.01; 150,000,000 shares authorized; 20,681,252 and 20,561,328 shares issued at September 30, 2012 and December 31, 2011, respectively, including shares in treasury | 207 |
| | 206 |
|
Treasury stock, at cost; 1,024,212 shares and 516,132 shares at September 30, 2012 and December 31, 2011, respectively | (6,651 | ) | | (2,728 | ) |
Additional paid-in capital | 97,095 |
| | 96,199 |
|
Accumulated other comprehensive loss, net of tax | (673 | ) | | (1,754 | ) |
Retained earnings | 46,725 |
| | 35,150 |
|
Stockholders' equity before non-controlling interest | 136,703 |
| | 127,073 |
|
Non-controlling interest | 580 |
| | 511 |
|
Total stockholders' equity | 137,283 |
| | 127,584 |
|
Total liabilities and stockholders' equity | $ | 629,801 |
| | $ | 604,977 |
|
See accompanying notes to these consolidated financial statements.
FORTEGRA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(All Amounts in Thousands Except Share and Per Share Amounts)
|
| | | | | | | | | | | | | | | |
| For the Three Months Ended | | For the Nine Months Ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
Revenues: | | | | | | | |
Service and administrative fees | $ | 10,056 |
| | $ | 10,125 |
| | $ | 28,790 |
| | $ | 28,041 |
|
Brokerage commissions and fees | 8,411 |
| | 8,611 |
| | 27,295 |
| | 25,686 |
|
Ceding commission | 11,122 |
| | 7,027 |
| | 25,396 |
| | 21,428 |
|
Net investment income | 744 |
| | 801 |
| | 2,219 |
| | 2,636 |
|
Net realized (losses) gains on the sale of investments | (16 | ) | | 1,196 |
| | (6 | ) | | 2,423 |
|
Net earned premium | 33,893 |
| | 28,673 |
| | 97,770 |
| | 84,646 |
|
Other income | 52 |
| | 18 |
| | 172 |
| | 138 |
|
Total revenues | 64,262 |
| | 56,451 |
| | 181,636 |
| | 164,998 |
|
| | | | | | | |
Expenses: | | | | | | | |
Net losses and loss adjustment expenses | 11,430 |
| | 9,714 |
| | 32,272 |
| | 28,338 |
|
Commissions | 21,548 |
| | 17,926 |
| | 61,479 |
| | 53,766 |
|
Personnel costs | 12,708 |
| | 10,945 |
| | 36,467 |
| | 33,365 |
|
Other operating expenses | 7,959 |
| | 7,267 |
| | 21,635 |
| | 23,779 |
|
Depreciation | 871 |
| | 886 |
| | 2,584 |
| | 2,283 |
|
Amortization of intangibles | 1,127 |
| | 998 |
| | 3,775 |
| | 3,428 |
|
Interest expense | 2,025 |
| | 1,906 |
| | 5,267 |
| | 5,862 |
|
Loss on sale of subsidiary | — |
| | 477 |
| | — |
| | 477 |
|
Total expenses | 57,668 |
| | 50,119 |
| | 163,479 |
| | 151,298 |
|
Income before income taxes and non-controlling interest | 6,594 |
| | 6,332 |
| | 18,157 |
| | 13,700 |
|
Income taxes | 2,455 |
| | 2,259 |
| | 6,520 |
| | 4,847 |
|
Income before non-controlling interest | 4,139 |
| | 4,073 |
| | 11,637 |
| | 8,853 |
|
Less: net income (loss) attributable to non-controlling interest | 29 |
| | 1 |
| | 62 |
| | (171 | ) |
Net income | $ | 4,110 |
| | $ | 4,072 |
| | $ | 11,575 |
| | $ | 9,024 |
|
| | | | | | | |
Earnings per share: | | | | | | | |
Basic | $ | 0.21 |
| | $ | 0.20 |
| | $ | 0.59 |
| | $ | 0.44 |
|
Diluted | $ | 0.20 |
| | $ | 0.19 |
| | $ | 0.56 |
| | $ | 0.42 |
|
Weighted average common shares outstanding: | | | | | | | |
Basic | 19,531,694 |
| | 20,404,441 |
| | 19,705,105 |
| | 20,355,057 |
|
Diluted | 20,463,238 |
| | 21,214,365 |
| | 20,620,084 |
| | 21,375,184 |
|
See accompanying notes to these consolidated financial statements.
FORTEGRA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(All Amounts in Thousands)
|
| | | | | | | | | | | | | | | |
| For the Three Months Ended | | For the Nine Months Ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
Net income | $ | 4,110 |
| | $ | 4,072 |
| | $ | 11,575 |
| | $ | 9,024 |
|
| | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | |
Unrealized gains (losses) on available-for-sale securities | | | | | | | |
Unrealized holding gains arising during the period | 1,432 |
| | 720 |
| | 2,666 |
| | 1,165 |
|
Related tax (expense) benefit | (501 | ) | | (252 | ) | | (933 | ) | | (454 | ) |
Less: reclassification of losses (gains) included in net income | 16 |
| | (1,196 | ) | | 6 |
| | (2,423 | ) |
Related tax (expense) benefit | (6 | ) | | 419 |
| | (2 | ) | | 848 |
|
Unrealized gains (losses) on available-for-sale securities, net of tax | 941 |
| | (309 | ) | | 1,737 |
| | (864 | ) |
| | | | | | | |
Interest rate swap | | | | | | | |
Unrealized loss on interest rate swap | (159 | ) | | (2,030 | ) | | (915 | ) | | (3,300 | ) |
Related tax benefit | 55 |
| | 710 |
| | 320 |
| | 1,155 |
|
Add: reclassification of losses included in net income | (39 | ) | | — |
| | (83 | ) | | — |
|
Related tax expense | 15 |
| | — |
| | 29 |
| | — |
|
Unrealized loss on interest rate swap, net of tax | (128 | ) | | (1,320 | ) | | (649 | ) | | (2,145 | ) |
Other comprehensive income (loss) income before non-controlling interest, net of tax | 813 |
| | (1,629 | ) | | 1,088 |
| | (3,009 | ) |
Less: comprehensive income attributable to non-controlling interest | 6 |
| | — |
| | 7 |
| | 4 |
|
Other comprehensive income (loss) | 807 |
| | (1,629 | ) | | 1,081 |
| | (3,013 | ) |
Comprehensive income | $ | 4,917 |
| | $ | 2,443 |
| | $ | 12,656 |
| | $ | 6,011 |
|
See accompanying notes to these consolidated financial statements.
FORTEGRA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
(All Amounts in Thousands Except Share Amounts)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Treasury Stock | | | | | | | | | | |
| Shares | | Amount | | Shares | | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Non-controlling Interest | | Total Stockholders' Equity |
Balance, December 31, 2011, as previously reported | 20,561,328 |
| | $ | 206 |
| | (516,132 | ) | | $ | (2,728 | ) | | $ | 96,199 |
| | $ | (1,754 | ) | | $ | 39,822 |
| | $ | 532 |
| | $ | 132,277 |
|
Cumulative effect of adjustment resulting from new accounting guidance | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (4,672 | ) | | (21 | ) | | (4,693 | ) |
Balance, December 31, 2011, restated | 20,561,328 |
| | 206 |
| | (516,132 | ) | | (2,728 | ) | | 96,199 |
| | (1,754 | ) | | 35,150 |
| | 511 |
| | 127,584 |
|
Net income | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 11,575 |
| | 62 |
| | 11,637 |
|
Other comprehensive income | — |
| | — |
| | — |
| | — |
| | — |
| | 1,081 |
| | — |
| | 7 |
| | 1,088 |
|
Stock-based compensation | 90,519 |
| | 1 |
| | — |
| | — |
| | 710 |
| | — |
| | — |
| | — |
| | 711 |
|
Shares issued for the Employee Stock Purchase Plan | 29,405 |
| | — |
| | — |
| | — |
| | 167 |
| | | | | | | | 167 |
|
Treasury stock purchased | — |
| | — |
| | (508,080 | ) | | (3,923 | ) | | — |
| | — |
| | — |
| | — |
| | (3,923 | ) |
Options exercised, net of forfeitures | — |
| | — |
| | — |
| | — |
| | 19 |
| | — |
| | — |
| | — |
| | 19 |
|
Balance, September 30, 2012 | 20,681,252 |
| | $ | 207 |
| | (1,024,212 | ) | | $ | (6,651 | ) | | $ | 97,095 |
| | $ | (673 | ) | | $ | 46,725 |
| | $ | 580 |
| | $ | 137,283 |
|
See accompanying notes to these consolidated financial statements.
FORTEGRA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(All Amounts in Thousands)
|
| | | | | | | |
| For the Nine Months Ended |
| September 30, 2012 | | September 30, 2011 |
Operating Activities | | | |
Net income | $ | 11,575 |
| | $ | 9,024 |
|
Adjustments to reconcile net income to net cash flows provided by operating activities: | | | |
Change in deferred policy acquisition costs | (1,437 | ) | | 3,369 |
|
Depreciation and amortization | 6,359 |
| | 5,711 |
|
Deferred income tax expense | 822 |
| | 2,704 |
|
Net realized loss (gains) on the sale of investments | 6 |
| | (2,423 | ) |
Loss on sale of subsidiary | — |
| | 477 |
|
Stock-based compensation expense | 711 |
| | 615 |
|
Amortization of premiums and accretion of discounts on investments | 932 |
| | 408 |
|
Non-controlling interest | 62 |
| | (171 | ) |
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions: |
|
| |
|
Accrued investment income | (186 | ) | | 39 |
|
Accounts and premiums receivable, net | (4,884 | ) | | (5,300 | ) |
Other receivables | (6,605 | ) | | 8,152 |
|
Reinsurance receivables | (2,444 | ) | | (527 | ) |
Other assets | (382 | ) | | 559 |
|
Unpaid claims | (542 | ) | | (2,296 | ) |
Unearned premiums | 3,185 |
| | 6,558 |
|
Policyholder account balances | (1,817 | ) | | — |
|
Accrued expenses, accounts payable, income taxes and other liabilities | 15,340 |
| | (20,964 | ) |
Deferred revenue | (1,617 | ) | | (5,595 | ) |
Net cash flows provided by operating activities | 19,078 |
| | 340 |
|
Investing activities | | | |
Proceeds from maturities, calls and prepayments of available-for-sale investments | 8,052 |
| | 7,418 |
|
Proceeds from sales of available-for-sale investments | 4,980 |
| | 33,663 |
|
Proceeds from maturities of short term investments | 100 |
| | 100 |
|
Purchases of available-for-sale investments | (33,484 | ) | | (37,859 | ) |
Purchases of property and equipment | (5,174 | ) | | (5,411 | ) |
Net paid for acquisitions of subsidiaries, net of cash received | (308 | ) | | (40,611 | ) |
Sale of subsidiary, net of cash paid | — |
| | (153 | ) |
Net (issuance) proceeds from notes receivable | (678 | ) | | 24 |
|
Change in restricted cash | (7,052 | ) | | 6,043 |
|
Net cash flows used in investing activities | (33,564 | ) | | (36,786 | ) |
Financing activities | | | |
Payments on notes payable | (126,200 | ) | | (64,263 | ) |
Proceeds from notes payable | 124,368 |
| | 91,550 |
|
Payments for initial public offering costs | — |
| | (827 | ) |
Payments on redeemable preferred stock | — |
| | (10,940 | ) |
Net proceeds from exercise of stock options | 19 |
| | 651 |
|
Purchase of treasury stock | (3,923 | ) | | — |
|
Net proceeds received from stock issued in the Employee Stock Purchase Plan | 167 |
| | — |
|
Net cash flows (used in) provided by financing activities | (5,569 | ) | | 16,171 |
|
Net decrease in cash and cash equivalents | (20,055 | ) | | (20,275 | ) |
Cash and cash equivalents, beginning of period | 31,339 |
| | 43,389 |
|
Cash and cash equivalents, end of period | $ | 11,284 |
| | $ | 23,114 |
|
See accompanying notes to these consolidated financial statements.
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
Nature of Operations
Fortegra Financial Corporation (Traded on the New York Stock Exchange under the symbol: FRF), including its subsidiaries ("Fortegra" or the "Company"), is a diversified insurance services company headquartered in Jacksonville, Florida that provides distribution and administration services on a wholesale basis to insurance companies, insurance brokers and agents and other financial services companies primarily in the United States. In 2008, the Company changed its name from Life of the South Corporation to Fortegra Financial Corporation. The Company was incorporated in 1981 in the State of Georgia and re-incorporated in the State of Delaware in 2010. Most of the Company's business is generated through networks of small to mid-sized community and regional banks, small loan companies and automobile dealerships. The Consolidated Financial Statements include the Company and its majority-owned and controlled subsidiaries, including:
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• | LOTS Intermediate Co. ("LOTS IM") |
| |
• | Bliss and Glennon, Inc. ("B&G") |
| |
• | CRC Reassurance Company, Ltd. ("CRC") |
| |
• | Insurance Company of the South ("ICOTS") |
| |
• | Life of the South Insurance Company ("LOTS") and its subsidiary, Bankers Life of Louisiana ("Bankers Life") |
| |
• | LOTS Reassurance Company ("LOTS RE") |
| |
• | Lyndon Southern Insurance Company ("Lyndon Southern") |
| |
• | Southern Financial Life Insurance Company ("SFLAC") |
| |
• | South Bay Acceptance Corporation ("South Bay") |
| |
• | Continental Car Club, Inc. ("Continental") |
| |
• | United Motor Club of America, Inc. ("United") |
| |
• | Auto Knight Motor Club, Inc. ("Auto Knight") |
| |
• | eReinsure.com, Inc. ("eReinsure") |
| |
• | Pacific Benefits Group Northwest, LLC ("PBG") |
| |
• | Magna Insurance Company ("Magna") |
The Company operates in three business segments: (i) Payment Protection, (ii) Business Process Outsourcing ("BPO") and (iii) Brokerage. Payment Protection specializes in protecting lenders and their consumers from death, disability or other events that could otherwise impair their ability to repay a debt and also offers warranty and service contracts and motor club solutions. BPO provides an assortment of administrative services tailored to insurance and other financial services companies through a virtual insurance company platform. Brokerage uses a pure wholesale sell-through model to sell specialty casualty and surplus lines insurance and also provides web-hosted applications used by insurers, reinsurers and reinsurance brokers for the global reinsurance market.
1. Basis of Presentation
The accompanying unaudited interim Consolidated Financial Statements of Fortegra have been prepared in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP") promulgated by the Financial Accounting Standards Board ("FASB"), Accounting Standards Codification ("ASC" or "the guidance") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company's Annual Report.
The interim financial statements in this Form 10-Q have not been audited. In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, including normal recurring adjustments and the adjustments for the retrospective adoption of the new accounting guidance for Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts as described in Note 3, necessary to present fairly Fortegra's financial position, results of operations and other comprehensive income for each of the interim periods presented. The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2012.
2. Summary of Significant Accounting Policies
Fortegra's interim Consolidated Financial Statements as of September 30, 2012 and 2011 are unaudited and have been prepared following the significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements of the Company's Annual Report, except as discussed in Note 3 of this Form 10-Q for the adoption of the new guidance on Accounting
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
for Costs Associated with Acquiring or Renewing Insurance Contracts effective January 1, 2012.
Principles of Consolidation
The unaudited Consolidated Financial Statements include the accounts of Fortegra Financial Corporation and its majority-owned and controlled subsidiaries. All material intercompany account balances and transactions have been eliminated. The third-party ownership of 15% of the common stock of SFLAC has been reflected as non-controlling interest on the Consolidated Balance Sheets. Income (loss) attributable to SFLAC's minority shareholders has been reflected on the Consolidated Statements of Income as income (loss) attributable to non-controlling interest and on the Consolidated Statements of Comprehensive Income as comprehensive income (loss) attributable to non-controlling interest.
Comprehensive Income (Loss)
Comprehensive income (loss) includes both net income and other items of comprehensive income comprised of unrealized gains and losses on investment securities classified as available-for-sale and unrealized gains and losses on the interest rate swap.
Use of Estimates
Preparation of financial statements in accordance with U.S. 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 financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain items in prior financial statements have been reclassified to conform to the current presentation, which had no material impact on net income, comprehensive income or loss, net cash provided by operating activities or stockholders' equity, except as disclosed in Note 3.
Change in Accounting Estimate - Unearned Premium Reserves for the Payment Protection Segment
Prior to the three months ended September 30, 2012, the Company's method of estimating unearned premium reserves in relation to the loss patterns and the related recognition of income for certain types of credit property and vendor single interest payment protection products was based on the pro-rata method. The use of the pro-rata method was based on the best information available at the time the Company's financial statements were prepared.
During the past two years the Company has increased the volume of business related to these product types, thereby increasing the volume of policy and claims data specific to the Company's product types. During the three months ended September 30, 2012, the Company determined it had accumulated a sufficient volume of policy and claims data to be able to perform an actuarial analysis in order to determine the preferable estimation approach. As a result of the analysis of the recently collected additional data, the Company has gained better insight into its product loss patterns and can provide improved judgment and estimation to more accurately calculate the unearned premium reserves and the associated recognition of income. Upon completion of the analysis, Management determined that the Rule of 78s applied on a daily basis provides a more accurate representation of historical loss patterns and the recognition of the related income; as such, the estimation method was changed. The change in approach has been accounted for as a change in accounting estimate that is effected by a change in accounting principle and is justifiable in that it is the preferable approach for income recognition based on the Company's actuarial study. This change in accounting estimate was applied prospectively in accordance with ASC 250-10-45-18. Summarized below is the effect of the change in accounting estimate on the Consolidated Statement of Income for the following periods:
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
|
| | | |
| For the Three and Nine Months Ended |
| September 30, 2012 |
Revenues: | |
Net earned premium | $ | 1,845 |
|
Ceding commission | 2,135 |
|
Net increase to total revenues from the change in accounting estimate | 3,980 |
|
Expenses: | |
Commissions | 2,739 |
|
Other operating expenses | (268 | ) |
Net increase to total expenses from the change in accounting estimate | 2,471 |
|
Net increase to income before income taxes from the change in accounting estimate | 1,509 |
|
Income taxes | 533 |
|
Net increase to net income from the change in accounting estimate | $ | 976 |
|
| |
Increase to earnings per share from the change in accounting estimate: | |
Basic | $ | 0.05 |
|
Diluted | $ | 0.05 |
|
Immaterial Correction of Prior Period Errors
Prior to the filing of the Company’s Form 10-Q for the three months ended September 30, 2012, the Company identified errors related to the purchase accounting adjustments for the April 2009 acquisition of B&G and the 2011 acquisition of Auto Knight. As a result, the Company’s historical balances for goodwill, property and equipment and deferred taxes were incorrectly reported in prior period filings for the years ending December 31, 2009, 2010 and 2011, respectively. Management evaluated the materiality of the errors from a qualitative and quantitative perspective and concluded that the errors were immaterial to each of the prior periods noted above.
As a result, in this Form 10-Q, the Consolidated Balance Sheet data as of December 31, 2011 has been revised to reflect the correction of the error associated with the Auto Knight acquisition. This correction increased goodwill by $0.6 million and increased deferred income tax liabilities by $0.6 million.
In addition, the Consolidated Balance Sheet data as of December 31, 2009 has been revised to reflect the correction of the error associated with the B&G acquisition. This correction increased goodwill by $0.4 million, decreased deferred income tax liabilities by $0.3 million and decreased property and equipment by $0.7 million. The revised financial data will be reflected in future filings containing Consolidated Balance Sheet information for the year ending December 31, 2009.
Subsequent Events
The Company reviewed all material subsequent events that occurred up to the date the Company's Consolidated Financial Statements were issued to determine whether any event required recognition or disclosure in the financial statements and/or disclosure in the notes thereto. For more information, please see the note, "Subsequent Events."
3. Recent Accounting Standards
Recently Adopted Accounting Pronouncements
In June 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-05, Comprehensive Income (Topic 820), which changes the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity was eliminated. This guidance became effective for the Company on January 1, 2012 and only requires a change in the format of the presentation of comprehensive income. The adoption of this guidance did not impact the Company’s consolidated financial position, results of operations or cash flows.
In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRS"), which provides a consistent definition of
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. The guidance changes certain fair value measurement principles and expands the disclosure requirements particularly for Level 3 fair value measurements. The guidance became effective for the Company beginning January 1, 2012 and is to be applied prospectively. The adoption of this guidance, which primarily relates to disclosure, did not impact the Company’s consolidated financial position, results of operations or cash flows.
In October 2010, the FASB issued ASU 2010-26, Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts, which updates the accounting for deferred acquisition costs. This guidance modifies the definition of the types of costs incurred by insurance entities that can be capitalized in the acquisition of new and renewal insurance contracts. The amendments in this guidance specify that the costs are limited to incremental direct costs that result directly from successful contract transactions and would not have been incurred by the insurance entity had the contract transactions not occurred. These costs must be directly related to underwriting, policy issuance and processing, medical and inspection reports and sales force contract selling. The amendments also specify that advertising costs are only included as deferred acquisition costs if the direct-response advertising criteria are met. ASU 2010-26 is effective for interim and annual reporting periods beginning after December 15, 2011. The Company retrospectively adopted the new standard on January 1, 2012. As of January 1, 2011, the beginning of the earliest period presented, the cumulative effect of the adjustment recorded to adopt this guidance resulted in decreases of $6.4 million to deferred acquisition costs, $2.3 million to deferred income taxes and $4.2 million to retained earnings. The following tables present the effect of the retrospective adoption on the Company's Consolidated Financial Statement line items for prior periods: |
| | | | | | | | | | | |
| December 31, 2011 |
Consolidated Balance Sheets | As Previously Reported (1) | | Effect of the Change | | As Restated |
Assets | | | | | |
Deferred acquisition costs | $ | 62,687 |
| | $ | (7,220 | ) | | $ | 55,467 |
|
Total assets | $ | 612,197 |
| | $ | (7,220 | ) | | $ | 604,977 |
|
| | | | | |
Liabilities | | |
|
| | |
Deferred income taxes | $ | 27,141 |
| | $ | (2,527 | ) | | $ | 24,614 |
|
Total Liabilities | 479,920 |
| | (2,527 | ) | | 477,393 |
|
Stockholders' Equity | | |
|
| | |
Retained earnings | 39,822 |
| | (4,672 | ) | | 35,150 |
|
Non-controlling interest | 532 |
| | (21 | ) | | 511 |
|
Total Stockholders' Equity | 132,277 |
| | (4,693 | ) | | 127,584 |
|
Total Liabilities and Stockholders' Equity | $ | 612,197 |
| | (7,220 | ) | | $ | 604,977 |
|
| | | | | |
(1) - Includes the business acquisition valuation measurement period adjustments described in Notes 6, 7 and 8.
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended | | For the Nine Months Ended |
| September 30, 2011 | | September 30, 2011 |
Consolidated Statements of Income | As Previously Reported | | Effect of the Change | | As Restated | | As Previously Reported | | Effect of the Change | | As Restated |
Revenues: | | | | | | | | | | | |
Total Revenues | $ | 56,451 |
| | $ | — |
| | $ | 56,451 |
| | $ | 164,998 |
| | $ | — |
| | $ | 164,998 |
|
Expenses: | | | | | | | | | | | |
Net losses and loss adjustment expenses | 9,714 |
| | — |
| | 9,714 |
| | 28,338 |
| | — |
| | 28,338 |
|
Commissions | 17,926 |
| | — |
| | 17,926 |
| | 53,766 |
| | — |
| | 53,766 |
|
Personnel costs | 10,945 |
| | — |
| | 10,945 |
| | 33,365 |
| | — |
| | 33,365 |
|
Other operating expenses | 7,171 |
| | 96 |
| | 7,267 |
| | 23,331 |
| | 448 |
| | 23,779 |
|
Depreciation | 886 |
| | — |
| | 886 |
| | 2,283 |
| | — |
| | 2,283 |
|
Amortization of intangibles | 998 |
| | — |
| | 998 |
| | 3,428 |
| | — |
| | 3,428 |
|
Interest expense | 1,906 |
| | — |
| | 1,906 |
| | 5,862 |
| | — |
| | 5,862 |
|
Loss on sale of subsidiary | 477 |
| | | | 477 |
| | 477 |
| | | | 477 |
|
Total expenses | 50,023 |
| | 96 |
| | 50,119 |
| | 150,850 |
| | 448 |
| | 151,298 |
|
Income before income taxes and non-controlling interest | 6,428 |
| | (96 | ) | | 6,332 |
| | 14,148 |
| | (448 | ) | | 13,700 |
|
Income taxes | 2,292 |
| | (33 | ) | | 2,259 |
| | 5,003 |
| | (156 | ) | | 4,847 |
|
Income before non-controlling interest | 4,136 |
| | (63 | ) | | 4,073 |
| | 9,145 |
| | (292 | ) | | 8,853 |
|
Less: net (loss) income attributable to non-controlling interest | 1 |
| | — |
| | 1 |
| | (171 | ) | | — |
| | (171 | ) |
Net income | $ | 4,135 |
| | $ | (63 | ) | | $ | 4,072 |
| | $ | 9,316 |
| | $ | (292 | ) | | $ | 9,024 |
|
| | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | |
Basic | $ | 0.20 |
| | $ | — |
| | $ | 0.20 |
| | $ | 0.46 |
| | $ | (0.02 | ) | | $ | 0.44 |
|
Diluted | $ | 0.19 |
| | $ | — |
| | $ | 0.19 |
| | $ | 0.44 |
| | $ | (0.02 | ) | | $ | 0.42 |
|
Recently Issued Accounting Pronouncements
In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The ASU permits entities to perform an optional qualitative assessment for determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company is evaluating the impact of the ASU; however, it is not expected to have a significant impact on the Company's consolidated financial position, results of operations or cash flows.
In December 2011, the FASB issued ASU No. 2011-11, Disclosures About Offsetting Assets and Liabilities. This standard requires the disclosure of both gross and net information about instruments and transactions eligible for offset in the statement of financial position, as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The new requirements are effective for the Company beginning on January 1, 2013. As the provisions of ASU No. 2011-11 only impact the disclosure requirements related to the offsetting of assets and liabilities, the Company does not expect a significant impact on its consolidated financial position, results of operations or cash flows as a result of adoption of these new requirements.
4. Earnings Per Share
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding adjusted to include the effect of potentially dilutive common shares, which includes outstanding stock options and non-vested restricted stock awards, using the treasury stock method. Potentially dilutive common shares for which the exercise price was greater than the average market price of common shares are excluded from the computation of diluted earnings per share, as the effect would be anti-dilutive.
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
|
| | | | | | | | | | | | | | | |
Earnings per share is calculated as follows: | For the Three Months Ended | | For the Nine Months Ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
Numerator for both basic and diluted earnings per share: | | | | | | | |
Net income | $ | 4,110 |
| | $ | 4,072 |
| | $ | 11,575 |
| | $ | 9,024 |
|
Denominator: | | | | | | | |
Total average basic common shares outstanding | 19,531,694 |
| | 20,404,441 |
| | 19,705,105 |
| | 20,355,057 |
|
Effect of dilutive stock options and restricted stock awards | 931,544 |
| | 809,924 |
| | 914,979 |
| | 1,020,127 |
|
Total average diluted common shares outstanding | 20,463,238 |
| | 21,214,365 |
| | 20,620,084 |
| | 21,375,184 |
|
| | | | | | | |
Earnings per share-basic | $ | 0.21 |
| | $ | 0.20 |
| | $ | 0.59 |
| | $ | 0.44 |
|
Earnings per share-diluted | $ | 0.20 |
| | $ | 0.19 |
| | $ | 0.56 |
| | $ | 0.42 |
|
| | | | | | | |
Weighted average anti-dilutive common shares | 567,995 |
| | 512,298 |
| | 431,446 |
| | 283,762 |
|
5. Variable Interest Entities
The Company's investments in less than majority-owned companies in which it has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method except when they qualify as Variable Interest Entities ("VIEs") and the Company is the primary beneficiary, in which case the investments are consolidated in accordance with ASC 810, "Consolidation." Investments that do not meet the above criteria are accounted for under the cost method.
In July 2011, the Company sold its 100% interest in Creative Investigations Recovery Group, LLC ("CIRG"). The consideration included a note receivable, included on the Consolidated Balance Sheets, with a first priority lien security interest in the assets of CIRG and other property of the buyers. The Company performed a detailed analysis of the CIRG sale transaction and determined that CIRG is considered a VIE, as defined in ASC 810, because the Company has an interest due to the note financing. The Company further determined that it is not the primary beneficiary because the Company does not have the power to direct the activities of the VIE and has no right to receive the residual returns of CIRG. Therefore, CIRG is not consolidated in the Company's results of operations. The Company's maximum exposure to loss in the VIE is limited to the outstanding balance of the note receivable, which is presented in the table below:
|
| | | | | | | |
| At |
| September 30, 2012 | | December 31, 2011 |
The Company's maximum exposure to loss in the VIE | $ | 1,139 |
| | $ | 1,142 |
|
6. Business Acquisitions
The values of certain assets and liabilities acquired in acquisitions are preliminary in nature, and are subject to adjustment as additional information is obtained, including, but not limited to, valuation of separately identifiable intangibles, fixed assets, deferred taxes and loss reserves. The valuations will be finalized within one year of the close of the acquisition. When the valuations are finalized, any changes to the preliminary valuation of assets acquired or liabilities assumed may result in adjustments to separately identifiable intangible assets and goodwill. A change to the acquisition date value of the identifiable net assets during the measurement period (up to one year from the acquisition date) affects the amount of the purchase price allocated to goodwill. Changes to the purchase price allocation are adjusted retrospectively in the consolidated financial statements.
During the three months ended March 31, 2012, the Company received the final valuation studies for identifiable intangible assets to determine the final valuation for the 2011 acquisition of eReinsure. In addition, during the three months ended September 30, 2012, the Company received the final valuation studies for identifiable intangible assets to determine the final valuation for the 2011 acquisition of PBG. Accordingly, the Consolidated Balance Sheet at December 31, 2011 has been retrospectively adjusted to include the effect of the measurement period adjustments as required under ASC 805, Business Combinations, ("ASC 805"). Please see the notes, "Goodwill," and "Other Intangible Assets," for more information on the retrospective measurement period adjustments made in 2012.
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
The following table presents assets acquired, liabilities assumed and goodwill recorded for the 2011 acquisitions of eReinsure and PBG based on their fair values as of the respective acquisition date and the effects of the measurement period adjustments recorded in 2012, as discussed above:
|
| | | | | | | | |
| | eReinsure | | PBG |
ASSETS: | | | | |
Cash | | $ | 3,694 |
| | $ | 38 |
|
Investments | | 1,212 |
| | — |
|
Other receivables | | 1,828 |
| | — |
|
Property and equipment, net | | 142 |
| | 65 |
|
Other intangible assets, net | | 13,908 |
| | 3,650 |
|
Other assets | | 54 |
| | 22 |
|
Net deferred tax asset | | — |
| | 127 |
|
LIABILITIES: | | | | |
Accrued expenses and accounts payable | | (2,801 | ) | | (304 | ) |
Commissions payable | | — |
| | (60 | ) |
Deferred revenue | | (835 | ) | | — |
|
Net deferred tax liability | | (1,783 | ) | | — |
|
Net assets acquired | | 15,419 |
| | 3,538 |
|
Purchase consideration (1) | | 38,931 |
| | 7,607 |
|
Goodwill | | $ | 23,512 |
| | $ | 4,069 |
|
| | | | |
(1) - Reflects a purchase price reduction of $0.3 million for the final eReinsure working capital adjustments.
7. Goodwill
During the three months ended March 31, 2012, the Company determined the final valuation for the 2011 acquisition of eReinsure, included in the Brokerage Segment. During the three months ended September 30, 2012, the Company determined the final valuation for the 2011 acquisition of PBG, included in the BPO segment. The following table shows the retrospective adjustments made to the balance of goodwill at December 31, 2011 to reflect the effect of these measurement period adjustments made in accordance with accounting requirements under ASC 805 and the adjustments made to goodwill for the immaterial error corrections under ASC 250 that are discussed in Note 2 to the Consolidated Financial Statements.
|
| | | | | | | | | | | | | | | |
Goodwill balances by segment are as follows: | Payment Protection | | BPO | | Brokerage | | Total |
Balance as originally reported at December 31, 2011 | $ | 36,632 |
| | $ | 15,632 |
| | $ | 56,533 |
| | $ | 108,797 |
|
Prior period adjustments for the B&G acquisition for the year ending December 31, 2009 increasing goodwill (1) | — |
| | — |
| | 383 |
| | 383 |
|
Goodwill adjustment under ASC 250 for the Auto Knight acquisition for the year ending December 31, 2011 | 608 |
| | — |
| | — |
| | 608 |
|
Final valuation adjustments as required under ASC 805 for eReinsure | — |
| | — |
| | (2,626 | ) | | (2,626 | ) |
Final valuation adjustments as required under ASC 805 for PBG | — |
| | (2,662 | ) | | — |
| | (2,662 | ) |
Adjusted balance at December 31, 2011 | 37,240 |
| | 12,970 |
| | 54,290 |
| | 104,500 |
|
Goodwill acquired during 2012 | — |
| | — |
| | 168 |
| | 168 |
|
Balance at September 30, 2012 | $ | 37,240 |
| | $ | 12,970 |
| | $ | 54,458 |
| | $ | 104,668 |
|
(1) - Immaterial correction of an error adjustment from the year ending December 31, 2009 is shown as an adjustment to the December 31, 2011 balance since the goodwill balances from December 31, 2009 and December 31, 2010 are not being presented in this Form 10-Q.
8. Other Intangible Assets
Other intangible assets consist of finite- and indefinite-lived intangible assets. The following table shows finite-lived other intangible assets and their respective amortization periods:
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | September 30, 2012 | | December 31, 2011 |
| Amortization Period (Years) | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Intangible assets with finite lives: | | | | | | | | | | | | | | | |
Customer and agent relationships | 5 | to | 15 | | $ | 34,720 |
| | $ | (11,458 | ) | | $ | 23,262 |
| | $ | 34,552 |
| | $ | (8,724 | ) | | $ | 25,828 |
|
Software | 7 | to | 10 | | 8,773 |
| | (3,114 | ) | | 5,659 |
| | 8,773 |
| | (2,345 | ) | | 6,428 |
|
Present value of future profits | 0.3 | to | 0.75 | | 548 |
| | (548 | ) | | — |
| | 548 |
| | (548 | ) | | — |
|
Non-compete agreements | 1.5 | to | 6 | | 2,958 |
| | (2,691 | ) | | 267 |
| | 2,958 |
| | (2,419 | ) | | 539 |
|
Total finite-lived intangible assets | | | | | $ | 46,999 |
| | $ | (17,811 | ) | | $ | 29,188 |
| | $ | 46,831 |
| | $ | (14,036 | ) | | $ | 32,795 |
|
|
| | | | | | | |
The following table shows the carrying amount of indefinite-lived intangible assets at : | September 30, 2012 | | December 31, 2011 |
Tradenames | $ | 21,615 |
| | $ | 21,615 |
|
During the three months ended March 31, 2012, the Company determined the final valuation for the 2011 acquisition of eReinsure. During the three months ended September 30, 2012, the Company determined the final valuation for the 2011 acquisition of PBG. The intangible assets acquired in 2012 relate to the purchase of a book of business. The following table includes the retrospective adjustments made to the balance of other intangible assets at December 31, 2011 to reflect the effect of these measurement period adjustments made in accordance with the accounting requirements under ASC 805 and the current period activity.
|
| | | |
Balance as originally reported at December 31, 2011 | $ | 47,022 |
|
Final valuation adjustments as required under ASC 805 for eReinsure | 4,508 |
|
Final valuation adjustments as required under ASC 805 for PBG | 2,880 |
|
Adjusted balance at December 31, 2011 | 54,410 |
|
Intangible assets acquired in 2012 | 168 |
|
Less:Amortization expense | 3,775 |
|
September 30, 2012 | $ | 50,803 |
|
Estimated amortization of other intangible assets for the next five years and thereafter ending December 31 is presented below:
|
| | | |
2012 (remaining three months) | $ | 1,128 |
|
2013 | 4,490 |
|
2014 | 4,478 |
|
2015 | 4,471 |
|
2016 | 3,904 |
|
Thereafter | 10,717 |
|
Total | $ | 29,188 |
|
9. Investments
The following table summarizes the Company's available-for-sale fixed maturity and equity securities: |
| | | | | | | | | | | | | | | |
| September 30, 2012 |
Description of Security | Cost or Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
Obligations of the U.S. Treasury and U.S. Government agencies | $ | 20,853 |
| | $ | 923 |
| | $ | (1 | ) | | $ | 21,775 |
|
Municipal securities | 15,770 |
| | 473 |
| | — |
| | 16,243 |
|
Corporate securities | 69,835 |
| | 2,336 |
| | (63 | ) | | 72,108 |
|
Mortgage-backed securities | 501 |
| | 11 |
| | — |
| | 512 |
|
Asset-backed securities | 191 |
| | 4 |
| | — |
| | 195 |
|
Total fixed maturity securities | $ | 107,150 |
| | $ | 3,747 |
| | $ | (64 | ) | | $ | 110,833 |
|
| | | | | | | |
Common stock | $ | 99 |
| | $ | 18 |
| | $ | (5 | ) | | $ | 112 |
|
Preferred stock | 5,783 |
| | 190 |
| | — |
| | 5,973 |
|
Total equity securities | $ | 5,882 |
| | $ | 208 |
| | $ | (5 | ) | | $ | 6,085 |
|
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
|
| | | | | | | | | | | | | | | |
| December 31, 2011 |
Description of Security | Cost or Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
Obligations of the U.S. Treasury and U.S. Government agencies | $ | 25,751 |
| | $ | 611 |
| | $ | (2 | ) | | $ | 26,360 |
|
Municipal securities | 17,609 |
| | 388 |
| | (5 | ) | | 17,992 |
|
Corporate securities | 47,304 |
| | 594 |
| | (426 | ) | | 47,472 |
|
Mortgage-backed securities | 1,272 |
| | 26 |
| | — |
| | 1,298 |
|
Asset-backed securities | 375 |
| | 12 |
| | — |
| | 387 |
|
Total fixed maturity securities | $ | 92,311 |
| | $ | 1,631 |
| | $ | (433 | ) | | $ | 93,509 |
|
| | | | | | | |
Common stock | $ | 144 |
| | $ | 26 |
| | $ | (17 | ) | | $ | 153 |
|
Preferred stock | 1,059 |
| | 7 |
| | — |
| | 1,066 |
|
Total equity securities | $ | 1,203 |
| | $ | 33 |
| | $ | (17 | ) | | $ | 1,219 |
|
Pursuant to certain reinsurance agreements and statutory licensing requirements, the Company has deposited invested assets in custody accounts or insurance department safekeeping accounts. The Company is not permitted to remove invested assets from these accounts without prior approval of the contractual party or regulatory authority. The following table details the Company's restricted investments:
|
| | | | | | | |
| At |
| September 30, 2012 | | December 31, 2011 |
Fair value of restricted investments | $ | 19,080 |
| | $ | 18,319 |
|
| | | |
Fair value of restricted investments for special deposits required by state insurance departments | $ | 12,375 |
| | $ | 11,618 |
|
The amortized cost and fair value of fixed maturity securities by contractual maturity are shown below. Expected maturities will differ from contractual maturities as borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
|
| | | | | | | | | | | | | | | |
| At |
| September 30, 2012 | | December 31, 2011 |
| Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
Due in one year or less | $ | 5,706 |
| | $ | 5,751 |
| | $ | 3,890 |
| | $ | 3,923 |
|
Due after one year through five years | 57,739 |
| | 59,580 |
| | 51,210 |
| | 51,839 |
|
Due after five years through ten years | 26,392 |
| | 27,423 |
| | 23,623 |
| | 23,973 |
|
Due after ten years | 16,621 |
| | 17,372 |
| | 11,941 |
| | 12,089 |
|
Mortgage-backed securities | 501 |
| | 512 |
| | 1,272 |
| | 1,298 |
|
Asset-backed securities | 191 |
| | 195 |
| | 375 |
| | 387 |
|
Total fixed maturity securities | $ | 107,150 |
| | $ | 110,833 |
| | $ | 92,311 |
| | $ | 93,509 |
|
The following table provides information on unrealized losses on investment securities that have been in an unrealized loss position for less than twelve months, and twelve months or greater, as of:
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2012 |
| Less than Twelve Months | | Twelve Months or Greater | | Total |
Description of Security | Fair Value | Unrealized Losses | # of Securities | | Fair Value | Unrealized Losses | # of Securities | | Fair Value | Unrealized Losses | # of Securities |
Obligations of the U.S. Treasury and U.S. Government agencies | $ | 345 |
| $ | (1 | ) | 6 |
| | $ | — |
| $ | — |
| — |
| | $ | 345 |
| $ | (1 | ) | 6 |
|
Municipal securities | — |
| — |
| — |
| | — |
| — |
| — |
| | — |
| — |
| — |
|
Corporate securities | 10,189 |
| (29 | ) | 11 |
| | 167 |
| (34 | ) | 1 |
| | 10,356 |
| (63 | ) | 12 |
|
Mortgage-backed securities | — |
| — |
| — |
| | — |
| — |
| — |
| | — |
| — |
| — |
|
Asset-backed securities | — |
| — |
| — |
| | — |
| — |
| — |
| | — |
| — |
| — |
|
Total fixed maturity securities | $ | 10,534 |
| $ | (30 | ) | 17 |
| | $ | 167 |
| $ | (34 | ) | 1 |
| | $ | 10,701 |
| $ | (64 | ) | 18 |
|
| | | | | | | | | | | |
Common stock | $ | 39 |
| $ | (5 | ) | 2 |
| | $ | — |
| $ | — |
| — |
| | $ | 39 |
| $ | (5 | ) | 2 |
|
Preferred stock | — |
| — |
| — |
| | — |
| — |
| — |
| | — |
| — |
| — |
|
Total equity securities | $ | 39 |
| $ | (5 | ) | 2 |
| | $ | — |
| $ | — |
| — |
| | $ | 39 |
| $ | (5 | ) | 2 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2011 |
| Less than Twelve Months | | Twelve Months or Greater | | Total |
Description of Security | Fair Value | Unrealized Losses | # of Securities | | Fair Value | Unrealized Losses | # of Securities | | Fair Value | Unrealized Losses | # of Securities |
Obligations of the U.S. Treasury and U.S. Government agencies | $ | 1,902 |
| $ | (2 | ) | 7 |
| | $ | — |
| $ | — |
| — |
| | $ | 1,902 |
| $ | (2 | ) | 7 |
|
Municipal securities | 486 |
| (1 | ) | 1 |
| | 478 |
| (4 | ) | 1 |
| | 964 |
| (5 | ) | 2 |
|
Corporate securities | 16,861 |
| (426 | ) | 26 |
| | — |
| — |
| — |
| | 16,861 |
| (426 | ) | 26 |
|
Mortgage-backed securities | — |
| — |
| — |
| | — |
| — |
| — |
| | — |
| — |
| — |
|
Asset-backed securities | — |
| — |
| — |
| | — |
| — |
| — |
| | — |
| — |
| — |
|
Total fixed maturity securities | $ | 19,249 |
| $ | (429 | ) | 34 |
| | $ | 478 |
| $ | (4 | ) | 1 |
| | $ | 19,727 |
| $ | (433 | ) | 35 |
|
| | | | | | | | | | | |
Common stock | $ | 83 |
| $ | (17 | ) | 5 |
| | $ | — |
| $ | — |
| — |
| | $ | 83 |
| $ | (17 | ) | 5 |
|
Preferred stock | — |
| — |
| — |
| | — |
| — |
| — |
| | — |
| — |
| — |
|
Total equity securities | $ | 83 |
| $ | (17 | ) | 5 |
| | $ | — |
| $ | — |
| — |
| | $ | 83 |
| $ | (17 | ) | 5 |
|
The Company does not intend to sell the investments that are in an unrealized loss position at September 30, 2012 and it is more likely than not that the Company will be able to hold these securities until full recovery of their amortized cost basis for fixed maturity securities or cost for equity securities. At September 30, 2012, based on management's quarterly review, the Company deemed that 1 individual equity security was other than temporarily impaired and recorded an impairment charge of $16 thousand for the three months ended September 30, 2012. For the three months and nine months ended September 30, 2011, the Company deemed that 8 individual equity securities were other than temporarily impaired and recorded an impairment charge of $0.2 million.
The following table summarizes the gross proceeds from the sale of available-for-sale investment securities:
|
| | | | | | | | | | | | | | | |
| For the Three Months Ended | | For the Nine Months Ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
Gross proceeds from sales | $ | 503 |
| | $ | 11,143 |
| | $ | 4,980 |
| | $ | 33,663 |
|
The following table summarizes the gross realized gains and gross realized losses for both fixed maturity and equity securities and realized losses for other-than-temporary impairments for available-for-sale investment securities:
|
| | | | | | | | | | | | | | | |
| For the Three Months Ended | | For the Nine Months Ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
Gross realized gains | $ | — |
| | $ | 1,414 |
| | $ | 22 |
| | $ | 2,663 |
|
Gross realized losses | — |
| | (68 | ) | | (12 | ) | | (90 | ) |
Total net gains from sales | $ | — |
| | $ | 1,346 |
| | $ | 10 |
| | $ | 2,573 |
|
Impairment write-downs (other-than-temporary impairments) | $ | (16 | ) | | $ | (150 | ) | | $ | (16 | ) | | $ | (150 | ) |
Total net realized investment (losses) gains | $ | (16 | ) | | $ | 1,196 |
| | $ | (6 | ) | | $ | 2,423 |
|
FORTEGRA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)
The following schedule details the components of net investment income:
|
| | | | | | | | | | | | | | | |
| For the Three Months Ended | | For the Nine Months Ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
Fixed income securities | $ | 628 |
| | $ | 782 |
| | $ | 1,954 |
| | $ | 2,544 |
|
Cash on hand and on deposit | 47 |
| | 63 |
| | 143 |
| | 180 |
|
Common and preferred stock dividends | 77 |
| | 24 |
| | 191 |
| | 56 |
|
Notes receivable | 75 |
| | 34 |
| | 201 |
| | 123 |
|
Other income | 34 |
| | 23 |
| | 104 |
| | 107 |
|
Investment expenses | (117 | ) | | (125 | ) | | (374 | ) | | (374 | ) |
Net investment income | $ | 744 |
| | $ | 801 |
| | $ | 2,219 |
| | $ | 2,636 |
|
10. Reinsurance Receivables
The Company has various reinsurance agreements in place whereby the amount of risk in excess of the Company's retention is reinsured by unrelated domestic and foreign insurance companies. The Company remains liable to policyholders in the event that the assuming companies are unable to meet their obligations. The effects of reinsurance on premiums written and earned and losses and loss adjustment expenses ("LAE") incurred are presented in the tables below:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Premiums | For the Three Months Ended | | For the Nine Months Ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
| Written | Earned | | Written | Earned | | Written | Earned | | Written | Earned |
Direct and assumed | $ | 100,409 |
| $ | 98,287 |
| | $ | 94,432 |
| $ | 80,982 |
| | $ | 272,317 |
| $ | 269,132 |
| | $ | 241,979 |
| $ | 235,420 |
|
Ceded | (65,935 | ) | (64,394 | ) | | (61,361 | ) | (52,309 | ) | | (169,971 | ) | (171,362 | ) | | (154,227 | ) | (150,774 | ) |
Net | $ | 34,474 |
| $ | 33,893 |
| | $ | 33,071 |
| $ | 28,673 |
| | $ | 102,346 |
| $ | 97,770 |
| | $ | 87,752 |
| $ | 84,646 |
|
|
| | | | | | | | | | | | | | | |
Losses and LAE incurred | For the Three Months Ended | | For the Nine Months Ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
Direct and assumed | $ | 23,069 |
| | $ | |