- Revenues of $133.8 million for the quarter, up 32.5% from prior
year period.
- Income from continuing operations of $7.0 million for the quarter,
up $8.2 million from prior year period.
- Net income of $6.1 millionfor the quarter, down 59.3% from
prior year period, due largely to income from discontinued operations
of $21.0 million including the gain on sale of PFG in 2015.
- Adjusted EBITDA from continuing operations of $17.4 million for the
quarter, up 141.7% from prior year period.
- Book value of $9.83 per Class A common share, up 9.7% compared to
$8.96as of December 31, 2015 including the impact of a 5.6m
block share purchase.
- Declared dividend of $0.025 per share to Class A stockholders of
record on August 22, 2016 with a payment date of August 29, 2016.
NEW YORK--(BUSINESS WIRE)--
Tiptree Financial Inc. (NASDAQ:TIPT) (“Tiptree” or the “Company”), a
diversified holding company which operates in the insurance and
insurance services, specialty finance, asset management and real estate
industries, today announced its financial results for the three and six
months ended June 30, 2016. This release reports Tiptree on a
consolidated basis except where the discussion specifically notes that
the amounts are attributable to the Class A common stockholders.
Tiptree’s primary asset is its ownership of Tiptree Financial Partners,
L.P. (“TFP”). Tiptree reports a non-controlling interest representing
the economic interest in TFP held by other limited partners of TFP.
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($ in millions, except for earnings per share)
|
| Three Months Ended June 30, |
| Six Months Ended June 30, |
| | 2016 |
| 2015 |
| %’16-‘15 | | 2016 |
| 2015 |
| %’16-‘15 |
GAAP | | | | | | | | | | | | |
|
Total revenues
| | $133.8 | | $101.0 | |
32.5%
| | $265.6 | | $190.1 | |
39.7%
|
|
Income (loss) from continuing operations
| | $7.0 | | $(1.2) | |
680.7%
| | $14.4 | | $(5.6) | |
359.0%
|
|
Net income (loss) available to Class A common stockholders
| | $6.1 | | $15.0 | |
(59.3)%
| | $11.7 | | $14.0 | |
(16.4)%
|
|
Diluted earnings per share
| | $0.17 | | $0.47 | |
(63.8)%
| | $0.33 | | $0.44 | |
(25.0)%
|
Non-GAAP | | | | | | | | | | | | |
|
Adjusted EBITDA from Continuing Operations
| | $17.4 | | $7.2 | |
141.7%
| | $32.8 | | $12.0 | |
173.3%
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Adjusted EBITDA
|
| $17.4 |
| $32.2 |
|
(46.0)%
|
| $32.8 |
| $45.2 |
|
(27.4)%
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Second Quarter 2016 Highlights
-
Tiptree purchased 5,596,000 shares of Class A common stock for $36.4
million at a 29% discount to March 31, 2016 book value per Class A
share.
- Fortegra Financial Corporation (“Fortegra”) contributed $8.1 million
and $17.1 million in pre-tax earnings to consolidated results for the
three and six months ended June 30, 2016, respectively, compared to
$6.3 million and $10.3 million for the prior year periods.
-
Purchased an additional $10.7 million in non-performing residential
mortgage loans (“NPLs”), bringing the Company’s total investment in
NPLs to $62.3 million.
-
Launched seventh CLO with Tiptree investment of $26 million in
subordinated notes.
In addition, on August 1, 2016, Care acquired an additional seniors
housing community for $29.4 million.
Second Quarter 2016 Financial Overview
Consolidated Results
For the three months ended June 30, 2016 net income before taxes from
continuing operations was $11.0 million which represented an increase of
$12.6 million from the three months ended June 30, 2015. The Company
earned income before taxes from continuing operations of $16.0 million
for the six months ended June 30, 2016, which was an increase of $23.5
million from the six months ended June 30, 2015. The key drivers of
pre-tax results from continuing operations were improved profitability
in our insurance and insurance services segment driven by higher
revenues and investment income, increased rental income in our senior
housing real estate operations, increases in mortgage volume and margins
with the addition of Reliance and improving market conditions, and
increased revenue on principal investments partially offset by higher
corporate expenses associated with our effort to improve our controls
and financial reporting infrastructure. A discussion of the changes in
revenues, expenses and net income is presented below and in more detail
in our segment analysis.
The Company reported revenues of $133.8 million for the three months
ended June 30, 2016, which was an increase of $32.7 million or 32.4%
from the prior year period. For the six months ended June 30, 2016, the
Company reported revenues of $265.6 million, an increase of $75.5
million or 39.7% from the six months ended June 30, 2015. The primary
drivers of the increase in revenues were improvements in earned
premiums, service and administrative fees and investment income in our
insurance and insurance services segment, increased mortgage volume and
margins from the acquisition of Reliance in specialty finance,
improvement in rental income attributable to acquisitions of senior
housing properties at Care, and improvement in the performance of our
principal investments.
Total Company expenses were $127.6 million for the three months ended
June 30, 2016, an increase of $24.9 million or 24.3% from the three
months ended June 30, 2015. For the six months ended June 30, 2016, the
Company incurred expenses of $255.6 million, an increase of $58.3
million or 29.5% from the prior year period. The primary drivers of the
increase in expenses were commission expenses in insurance and insurance
services as a result of the growth in written premiums, higher payroll
and commission expense primarily related to the addition of Reliance
volume and headcount in specialty finance, increased operating expenses
and depreciation and amortization associated with additional investments
in our real estate segment and increases in corporate payroll and
professional expenses to improve our reporting and controls
infrastructure.
The Company reported net income before non-controlling interest of $7.0
million for the three months ended June 30, 2016, a decrease of $12.8
million from the three months ended June 30, 2015. The primary drivers
of the year-over-year difference in net income before non-controlling
interests were the same factors which impacted the positive
year-over-year change in pre-tax income from continuing operations, and
which were more than offset by $21.0 million of earnings from
discontinued operations related to PFG reported in the second quarter of
2015 that did not repeat in 2016.
For the six months ended June 30, 2016, net income before
non-controlling interests was $14.4 million, a decrease of $3.3 million,
or 18.9% from the comparable prior year period. The primary drivers of
the year-over-year difference in net income before non-controlling
interests were the same factors which impacted the positive
year-over-year change in pre-tax income from continuing operations, and
which were more than offset by $23.3 million of earnings from
discontinued operations in the six months ended June 30, 2015 which
included the one-time net gain on the sale of PFG of $16.3 million.
Additionally, a tax benefit of $2.4 million was recognized in the first
quarter 2016 which was driven by discrete tax benefits of $4.0 million
primarily from the tax reorganization effective January 1, 2016.
Adjusted EBITDA from continuing operations was $17.4 million for the
three months ended June 30, 2016, an increase of $10.2 million or 142.4%
from the three months ended June 30, 2015. For the six months ended June
30, 2016, the Company reported Adjusted EBITDA from continuing
operations of $32.8 million, an increase of $20.7 million or 172.7% from
the six months ended June 30, 2015. The key drivers of the change in
Adjusted EBITDA were the same as those which impacted our pre-tax income
from continuing operations. The smaller increase in Adjusted EBITDA
versus the amount reported for pre-tax income from continuing operations
was primarily driven by the smaller period-over-period changes
attributable to increased depreciation and amortization at our real
estate segment and the lower purchase accounting impacts at our
insurance and insurance services segment.
Total Company Adjusted EBITDA was $17.4 million for the three months
ended June 30, 2016, a decrease of $14.8 million from the three months
ended June 30, 2015. Adjusted EBITDA for the six months ended June 30,
2016 was $32.8 million, a decrease of $12.5 million from the six months
ended June 30, 2015. The largest driver of the decrease for both periods
was the sale of PFG which contributed $25.0 million and $33.2 million in
the three and six months ended June 30, 2015, respectively. The other
drivers were the same factors that impacted Adjusted EBITDA from
continuing operations.
Management believes that Adjusted EBITDA provides a supplementary metric
to enhance investors’ understanding of the on-going earnings potential
of the Company’s businesses and an indication of the Company’s ability
to generate additional funds for re-investment in the combined
businesses. Because it is a Non-GAAP measure, it should be reviewed in
conjunction with the Company’s GAAP results. See “Non-GAAP Financial
Measures - EBITDA and Adjusted EBITDA” below for further information
relating to the Company’s Adjusted EBITDA measure, including a
reconciliation to GAAP net income.
Segment Results
Insurance and Insurance Services segment
The Company’s insurance and insurance services segment is comprised of
its wholly-owned Fortegra subsidiary, which we acquired in December
2014. The acquisition of Fortegra resulted in purchase price accounting
adjustments in our insurance and insurance services segment giving
effect to the push-down accounting treatment of the acquisition. These
adjustments include setting deferred cost assets to a fair value of
zero, modifying deferred revenue liabilities to their respective fair
values, and recording a substantial intangible asset representing the
value of the business acquired (“VOBA”). The application of push-down
accounting creates a modest impact to net income, but significantly
impacts individual assets, liabilities, revenues, and expenses. Due to
acquisition accounting, the line items through which revenue and
expenses relate to acquired contracts are recognized in a single line
item, depreciation and amortization, and are different than newly
originated contracts. To allow for better period-over-period comparison
of operations, we eliminated the effects of purchase accounting (“As
Adjusted”). The Company believes that As Adjusted information provides
useful supplemental information to investors, but should be reviewed in
conjunction with their nearest GAAP equivalent. See “Non-GAAP Financial
Measures - Fortegra” below for further information, including a
reconciliation from GAAP results to As Adjusted results.
Insurance and insurance services segment pre-tax income was $8.1 million
for the three months ended June 30, 2016, an increase of $1.8 million or
28.2% over the prior year period operating results. The primary drivers
of the improvement in period-over-period results was a reduction in
depreciation and amortization expenses associated with the VOBA of $3.9
million and reduction in operating expenses of $1.3 million partially
offset by a reduced net revenues of $3.3 million.
As Adjusted pre-tax income was $7.6 million for the three months ended
June 30, 2016, an increase of $2.7 million or 54.7%. The primary drivers
of the period-over-period improvement include an increase in net
revenues of $0.9 million driven by improvements in investment income and
earned premiums, partially offset by higher commission expense and net
loss and loss adjustment expense. As Adjusted operating expenses were
down $1.8 million as a result of cost actions taken throughout 2015 to
reduce headcount, professional fees and other expenses.
Insurance and insurance services segment pre-tax income was $17.1
million for the six months ended June 30, 2016, an increase of $6.7
million or 65.4% over the prior year period operating results. The
primary drivers of the improvement in period-over-period results was a
reduction in depreciation and amortization expenses associated with the
VOBA of $11.8 million, reduction in operating expenses of $1.5 million
partially offset by reduced net revenues of $6.6 million.
As Adjusted pre-tax income was $16.0 million for the six months ended
June 30, 2016, an increase of $7.2 million or 81.6%. The primary drivers
of the period-over-period improvement include an increase in net
revenues of $4.5 million driven by improvements in investment income and
credit protection and specialty product earned premiums and service
fees, partially offset by higher commission expense and net loss and
loss adjustment expense. As Adjusted operating expenses were down $2.7
million as a result of cost actions taken throughout 2015 to reduce
headcount and professional fees in addition to lower interest expense.
For insurance and insurance services, the main components of revenue are
service and administrative fees, ceding commissions and earned premiums,
net. Total revenues were $87.8 million for the three months ended June
30, 2016, up $9.3 million, or 11.8% over the prior year period. The
increase was primarily driven by an increase in earned premiums of $6.6
million, or 16.6%, an increase of $2.7 million, or 10.7%, in service and
administrative fees, and an increase of $1.0 in investment income,
offset by a reduction of $1.0 million in other income.
Total revenues were $177.1 million for the six months ended June 30,
2016, up $26.2 million, or 17.4% over the prior year period. The
increase was primarily driven by an increase in earned premiums of $13.8
million, or 18.0%, an increase of $11.1 million, or 23.4%, in service
and administrative fees, and an increase of $3.2 million in investment
income, partially offset by a decrease of $3.1 million in other income.
As Adjusted net revenues for the three months ended June 30, 2016 were
$28.7 million, up $0.9 million or 3.3% from the comparable 2015 period.
The increase was primarily driven by improvements in investment income,
and higher service and administrative fees in the credit protection and
specialty products lines. Those improvements were dampened slightly by a
reduction in period-over-period As Adjusted net revenues for cell phone
warranty contracts as competitive pressures remain.
As Adjusted net revenues for the six months ended June 30, 2016 were
$59.4 million, up $4.5 million or 8.1% from the comparable 2015 period.
Credit protection As Adjusted net revenues for the six months ended June
30, 2016 were $31.7 million, higher than the comparable 2015 period
operating results by $3.5 million or 12.4%. Warranty products, including
cell phone protection, were $12.9 million for the six months ended June
30, 2016, down $3.4 million or 21.1% from the comparable 2015 period.
Specialty products As Adjusted net revenue for the six months ended June
30, 2016 were $5.0 million, up 75.9% from the prior year period
operating results due to increased earned premiums and service and
administrative fees. Credit protection products and specialty products
continue to provide opportunities for growth through a combination of
expanded product offerings, new clients and geographic expansion in the
latter case.
Operating expenses in the insurance and insurance services segment are
composed of payroll and employee commissions, interest expense,
professional fees, depreciation and amortization expenses and other
expenses. Segment operating expenses for the three months ended June 30,
2016 were $22.0 million, a decrease of $5.1 million or 18.8% as compared
to the previous year period costs. The primary driver of the
period-over-period decrease was attributable to lower depreciation and
amortization expense as a result of the decline in the purchase
accounting impact from the amortization of the fair value attributed to
the insurance policies and contracts acquired, which was $0.9 million
for the three months ended June 30, 2016 versus $4.7 million in the
comparable 2015 period. As adjusted operating expenses of $21.2 million
were down period-over-period as a result of the cost reduction efforts
described above.
Segment operating expenses for the six months ended June 30, 2016 were
$45.6 million, a decrease of $13.3 million or 22.6% as compared to the
previous year period costs. The primary driver of the period-over-period
decrease was attributable to lower depreciation and amortization expense
as a result of the decline in the purchase accounting impact from the
amortization of the fair value attributed to the insurance policies and
contracts acquired, which was $2.4 million for the six months ended June
30, 2016 versus $14.1 million in the comparable 2015 period. As Adjusted
operating expenses of $43.4 million were down by $2.7 million
period-over-period as a result of the cost reduction efforts described
above.
Insurance and insurance services segment adjusted EBITDA was $11.4
million and $23.4 million for the three and six months ended June 30,
2016, respectively. The key drivers of Adjusted EBITDA growth was higher
credit insurance and specialty products net revenues, increased
investment income, and lower operating expenses, adjusted for the impact
of purchase accounting effects, partially offset by lower warranty
revenues driven by competition in the cell phone warranty business. See
“Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA” below for a
reconciliation to GAAP net income.
Specialty Finance segment
Specialty finance pre-tax income was $2.3 million for the three months
ended June 30, 2016, compared with $0.6 million for the same period in
2015. The key drivers of the increase were the addition of Reliance’s
earnings in 2016 and increases in average loans outstanding at Siena
over the prior year period. Segment revenues were $22.2 million for the
three months ended June 30, 2016, compared with $8.0 million for the
comparable 2015 period, an increase of $14.2 million or 178.3%. Segment
expenses were $19.9 million in the three months ended June 30, 2016,
compared with $7.4 million in the comparable 2015 period, an increase of
$12.5 million or 168.5%. Margins expanded as revenue growth outpaced
expense increases as the businesses scaled operations and increased
their volumes.
For the six months ended June 30, 2016, specialty finance pre-tax income
was $1.3 million compared with $1.0 million for the same period in 2015.
Segment revenues were $38.8 million for the six months ended June 30,
2016, compared with $14.2 million for the comparable 2015 period, an
increase of $24.5 million or 172.4%. Segment expenses were $37.4 million
in the six months ended June 30, 2016, compared with $13.2 million in
the comparable 2015 period, an increase of $24.2 million or 183.0%. For
the first half of 2016, year-over-year expenses increased at a higher
rate than revenues which was driven by increasing mortgage payroll and
marketing expenses as the businesses expanded loan officer headcount in
an effort to grow originations. Growth in volume tends to lag the hiring
of new loan officers as the full ramp up of productivity generally takes
four to six months.
Specialty finance Adjusted EBITDA was $2.6 million for the three months
ended June 30, 2016 compared to $0.7 million in the prior year period.
Specialty finance Adjusted EBITDA was $1.8 million for the six months
ended June 30, 2016 compared to income of $1.2 million in the prior year
period. The increase in Adjusted EBITDA was driven by the same factors
that impacted pre-tax income explained above. See “Non-GAAP Financial
Measures - EBITDA and Adjusted EBITDA” below for further information
relating to the Company’s adjusted EBITDA measure, including a
reconciliation to GAAP net income.
Real Estate segment
Care had a pre-tax loss of $1.2 million for the three months ended June
30, 2016, compared with pre-tax loss of $2.0 million for the same period
in 2015. Care had a pre-tax loss of $5.0 million for the six months
ended June 30, 2016, compared with pre-tax loss of $6.2 million for the
same period in 2015. The lower losses in both periods was driven by
greater growth in rental income than operating expenses due to
improvements in the underlying properties.
Since February 2015, Care has invested in 13 additional senior housing
properties: 11 in February and March 2015 and two in January and March
2016. The increase in the number of properties over those periods has
generated higher rental and other income in the 2016 periods compared
with the comparable 2015 periods. However the Company also incurred
additional depreciation, amortization and interest expenses as a
consequence of the growth in Care’s property portfolio. Subsequent to
the end of the quarter, Care acquired a new property with one of its
existing operator partners for $29.4 million, of which Care contributed
its pro rata share of the equity of $8.4 million.
Care’s segment NOI was $5.1 million for the three months ended June 30,
2016, compared with $4.2 million in the prior year period, an increase
of $0.9 million or 21.6%, primarily as a result of an increase in rental
revenue partially offset by increased property operating expenses.
Care’s segment NOI was $10.0 million for the six months ended June 30,
2016, compared with $7.3 million in the prior year period, an increase
of $2.7 million or 36.6%, primarily as a result of an increase in rental
revenue partially offset by increased property operating expenses.
Several of Care’s acquisitions over the last 18 months included
properties that Care and its operating partners are enhancing through
renovation projects and other capital upgrades in an effort to grow
revenue and to allow them to operate more efficiently. Improvements
resulted in NOI margins on Managed Properties going up from 24.2% to
26.0% for the six months ended June 30, 2016 against the prior year
period. As the newer facilities ramp up and stabilize, we expect our
results to reflect additional NOI margin improvements.
Care had Adjusted EBITDA of $2.3 million for the three months ended June
30, 2016, compared to $2.0 million in the three months ended June 30,
2015, with the drivers being the same as mentioned above for pre-tax
income. Care had Adjusted EBITDA of $4.3 million for the six months
ended June 30, 2016, compared to $2.7 million in the six months ended
June 30, 2015, with the drivers being the same as mentioned above for
pre-tax income. See “Non-GAAP Financial Measures” below for a
reconciliation to GAAP net income. See “Non-GAAP Financial Measures -
EBITDA and Adjusted EBITDA” below for a reconciliation to GAAP net
income.
Asset Management segment
Pre-tax income for the asset management segment was $1.1 million for the
three months ended June 30, 2016, compared with $0.2 million for the
2015 period, an increase of $0.9 million. The key drivers of the
increase were a reduction in payroll and employee commissions by $1.2
million due to normalizing the incentive compensation expense timing
compared to the prior year period and a reduction in other expenses of
$0.1 million, offset by $0.4 million reduced management fees as our
older CLOs with higher fees run-off and are replaced with newer CLOs.
For the six months ended June 30, 2016, pre-tax income was $2.7 million
compared with $2.1 million for the 2015 period, an increase of $0.7
million. The key drivers of the increase were a reduction in payroll and
employee commissions by $0.8 million due to normalizing the incentive
compensation expense timing compared to the prior year period, and a
reduction in other expenses of $0.1 million, offset by reduced
management fees. The reduction in management fees was driven by a
combination of AUM declines in our older CLOs which are past their
reinvestment periods and lower fees in our more recent CLOs as described
herein.
Asset management segment adjusted EBITDA was $1.1 million and $2.7
million for the three and six months ended June 30, 2016, respectively,
compared to $0.2 million and $2.1 million for the comparable prior year
periods. The increase was driven by the same factors discussed above.
See “Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA” below for
a reconciliation to GAAP net income.
Net Income attributable to CLOs managed by the Company
Including the net income from our deconsolidated CLOs, pre-tax income
from the Company’s CLO business was $6.6 million for the three months
ended June 30, 2016 compared with $1.9 million for the same period in
2015. The primary drivers of the year-over-year increase of $4.7 million
were increased distributions of $0.6 million and lower realized and
unrealized losses incurred on the Company’s holdings of subordinated
notes of $4.4 million which was only partially offset by the $0.4
million year-over-year reduction in management fees. This management fee
reduction was due to the runoff of Telos 1 and Telos 2, which are past
their reinvestment period, plus the impact of lower fees on later CLOs.
The realized and unrealized losses in the three months ended June 30,
2016 were less than the same period in 2015 due to a recovery of the
mark-to-market write-down taken on our CLO subordinated note holdings in
the second half of 2015 and first quarter of 2016.
For the six months ended June 30, 2016, pre-tax income from the
Company’s CLO business was $9.4 million compared to $2.7 million in the
same period in 2015. The increases were driven by a reduction in losses
of $9.6 million, partially offset by lower management fees and
distributions of $0.6 million and $2.3 million, respectively. The
decline in distributions is a result of lower overall subordinated note
holdings and the reduction in the realized and unrealized losses was due
to a slight recovery of the marked-to-market position in the 2016 period
as compared to the marks taken throughout the 2015 period. See “Non-GAAP
Financial Measures - CLO Net Income” below for a reconciliation to GAAP
net income.
Corporate and Other segment
The Company’s corporate and other segment incorporates revenues from the
Company’s principal investments, which include CLO subordinated notes,
tax exempt securities, income from the Company’s credit investment
portfolio and net gains or losses from the Company’s corporate finance
activity, including the interest rate and credit derivative risk
mitigation transactions. Segment expenses include interest expense on
the Fortress credit facility and head office payroll, professional fees
and other expenses.
Pre-tax income for the corporate and other segment was $0.7 million for
the three months ended June 30, 2016, compared with a loss of $6.7
million for the 2015 period, an increase of $7.4 million. The key
drivers of year-over-year increase were $5.3 million in CLO subordinated
notes performance, $4.3 million in Credit investments (including the
Telos 7 warehouse, Telos Credit Opportunities fund and NPLs) and
improvement in Corporate principal investments revenues of $0.6 million,
partially offset by increases in Corporate expenses of $2.8 million
related to payroll and professional services.
For the six months ended June 30, 2016, the Company recorded a loss of
$0.1 million compared with a loss of $14.7 million for the 2015 period,
an increase of $14.6 million. The key drivers of year-over-year increase
were $5.7 million in CLO subordinated notes performance, $7.2 million in
Credit investments and improvement in Corporate principal investments
revenues of $7.2 million, partially offset by increases in Corporate
expenses of $5.5 million related to payroll and professional services.
Earnings Conference Call
Tiptree will host a conference call on Tuesday, August 9, 2016 at 10:00
a.m. Eastern Time to discuss its second quarter 2016 financial results.
A copy of our investor presentation for the second quarter 2016, to be
used during the conference call, as well as this press release, will be
available in the Investor Relations section of the Company’s website,
located at www.tiptreefinancial.com.
The conference call will be available via live or archived webcast at http://www.investors.tiptreefinancial.com.
To listen to a live broadcast, go to the site at least 15 minutes prior
to the scheduled start time in order to register, download and install
any necessary audio software.
To participate in the telephone conference call, please dial
1-877-407-4018 (domestic) or 1-201-689-8471 (international). Please dial
in at least five minutes prior to the start time.
A replay of the call will be available from Tuesday, August 9, 2016 at
1:00 p.m. Eastern Time, until midnight Eastern on Tuesday, August 16,
2016. To listen to the replay, please dial 1-877-870-5176 (domestic) or
1-858-384-5517 (international), Passcode: 13642157.
About Tiptree
Tiptree is a diversified holding company engaged through its
consolidated subsidiaries in a number of businesses and is an active
acquirer of new businesses. Tiptree, whose operations date back to 2007,
currently has subsidiaries that operate in five industries: insurance
and insurance services, specialty finance, asset management and real
estate. Tiptree’s principal investments are included in a corporate and
others segment.
Forward-Looking Statements
This release contains “forward-looking statements” which involve risks,
uncertainties and contingencies, many of which are beyond the Company’s
control, which may cause actual results, performance, or achievements to
differ materially from anticipated results, performance, or
achievements. All statements contained in this release that are not
clearly historical in nature are forward-looking, and the words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “project,” “should,” “target,” “will,” or similar expressions
are intended to identify forward-looking statements. Such
forward-looking statements include, but are not limited to, statements
about the Company’s plans, objectives, expectations and intentions. The
forward-looking statements are not guarantees of future performance and
are subject to risks, uncertainties and other factors, many of which are
beyond our control, are difficult to predict and could cause actual
results to differ materially from those expressed or forecast in the
forward-looking statements. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result
of various factors, including, but not limited to those described in the
section entitled “Risk Factors” in the Company’s Annual Report on Form
10-K, and as described in the Company’s other filings with the
Securities and Exchange Commission. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as
to the date of this release. The factors described therein are not
necessarily all of the important factors that could cause actual results
or developments to differ materially from those expressed in any of our
forward-looking statements. Other unknown or unpredictable factors also
could affect our forward-looking statements. Consequently, our actual
performance could be materially different from the results described or
anticipated by our forward-looking statements. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. Except as required by the federal securities
laws, we undertake no obligation to update any forward-looking
statements.
|
| |
| Tiptree Financial Inc. | | As of |
| Consolidated Balance Sheets (unaudited, in thousands except per share amounts) | | June 30, 2016 |
| December 31, 2015 |
| Assets | |
(Unaudited)
| | |
|
Cash and cash equivalents
| |
$
|
56,181
| | |
$
|
69,400
| |
|
Restricted cash
| |
15,062
| | |
18,778
| |
|
Securities, available for sale (amortized cost: $161,172 at June 30,
2016 and $185,046 at December 31, 2015)
| |
165,025
| | |
184,703
| |
|
Loans, at fair value (pledged as collateral: $112,858 at June 30,
2016 and $112,743 at December 31, 2015)
| |
278,834
| | |
394,395
| |
|
Loans owned, at amortized cost, net
| |
75,562
| | |
52,531
| |
|
Notes and accounts receivable, net
| |
160,391
| | |
140,999
| |
|
Reinsurance receivables
| |
376,649
| | |
352,926
| |
|
Deferred acquisition costs
| |
57,563
| | |
57,858
| |
|
Real estate, net
| |
255,288
| | |
203,961
| |
| Goodwill and intangible assets, net
| |
178,963
| | |
186,107
| |
|
Other assets
| |
95,120
| | |
104,500
| |
|
Assets of consolidated CLOs
| |
989,615
|
| |
728,812
|
|
|
Total assets
| |
$
|
2,704,253
|
| |
$
|
2,494,970
|
|
| Liabilities and Stockholders’ Equity | | | | |
Liabilities | | | | |
|
Debt, net
| |
$
|
655,233
| | |
$
|
666,952
| |
|
Unearned premiums
| |
405,519
| | |
389,699
| |
|
Policy liabilities and unpaid claims
| |
97,611
| | |
80,663
| |
|
Deferred revenue
| |
57,039
| | |
63,081
| |
|
Reinsurance payable
| |
59,168
| | |
65,840
| |
|
Commissions payable
| |
15,574
| | |
14,866
| |
|
Deferred tax liabilities, net
| |
23,415
| | |
22,699
| |
|
Other liabilities and accrued expenses
| |
73,862
| | |
95,160
| |
|
Liabilities of consolidated CLOs
| |
936,367
| | |
698,316
| |
|
Liabilities held for sale and discontinued operations
| |
—
|
| |
—
|
|
|
Total liabilities
| |
$
|
2,323,788
|
| |
$
|
2,097,276
|
|
|
Commitments and contingencies (see Note 23)
| | | | |
Stockholders’ Equity | | | | |
Common stock - Class A: $0.001 par value, 200,000,000 shares
authorized, 34,853,996 and 34,899,833 shares issued and outstanding,
respectively
| |
35
| | |
35
| |
Common stock - Class B: $0.001 par value, 50,000,000 shares
authorized, 8,049,029 and 8,049,029 shares issued and outstanding,
respectively
| |
8
| | |
8
| |
|
Additional paid-in capital
| |
296,428
| | |
297,063
| |
|
Accumulated other comprehensive income (loss), net of tax
| |
1,667
| | |
(111
|
)
|
|
Retained earnings
| |
25,785
| | |
15,845
| |
|
Class A common stock held by subsidiaries, 5,596,000 and 0 shares,
respectively
| |
(36,374
|
)
| |
—
| |
|
Class B common stock held by subsidiaries, 8,049,029 and 0 shares,
respectively
| |
(8
|
)
| |
—
|
|
|
Total stockholders’ equity to Tiptree Financial Inc. | |
287,541
| | |
312,840
| |
|
Non-controlling interests (including $73,586 and $69,278
attributable to Tiptree Financial Partners, L.P., respectively)
| |
92,924
|
| |
84,854
|
|
|
Total stockholders’ equity
| |
380,465
|
| |
397,694
|
|
|
Total liabilities and stockholders’ equity
| |
2,704,253
|
| |
2,494,970
|
|
| | | | | |
|
|
| |
| |
| Tiptree Financial Inc. |
| Consolidated Statements of Operations |
| | | |
|
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2016 |
| 2015 | | 2016 |
| 2015 |
Revenues: | | | | | | | | |
|
Net realized and unrealized gains (losses)
| |
$
|
7,381
| | |
$
|
462
| | |
$
|
13,558
| | |
$
|
364
| |
|
Interest income
| |
6,165
| | |
3,444
| | |
13,850
| | |
6,327
| |
|
Service and administrative fees
| |
28,269
| | |
25,545
| | |
58,579
| | |
47,472
| |
|
Ceding commissions
| |
10,545
| | |
10,148
| | |
21,248
| | |
20,085
| |
|
Earned premiums, net
| |
46,292
| | |
39,707
| | |
90,907
| | |
77,060
| |
|
Gain on sale of loans held for sale, net
| |
14,852
| | |
3,941
| | |
28,367
| | |
6,672
| |
|
Loan fee income
| |
3,047
| | |
1,882
| | |
5,381
| | |
3,281
| |
|
Rental revenue
| |
13,511
| | |
11,191
| | |
26,235
| | |
20,560
| |
|
Other income
| |
3,690
|
| |
4,708
|
| |
7,433
|
| |
8,270
|
|
|
Total revenues
| |
133,752
|
| |
101,028
|
| |
265,558
|
| |
190,091
|
|
Expenses: | | | | | | | | |
|
Interest expense
| |
6,451
| | |
6,194
| | |
12,931
| | |
11,323
| |
|
Payroll and employee commissions
| |
32,800
| | |
23,429
| | |
63,408
| | |
43,770
| |
|
Commission expense
| |
34,836
| | |
23,927
| | |
67,874
| | |
40,455
| |
|
Member benefit claims
| |
5,617
| | |
8,240
| | |
11,367
| | |
15,819
| |
|
Net losses and loss adjustment expense
| |
17,240
| | |
12,926
| | |
35,188
| | |
25,376
| |
|
Professional fees
| |
7,340
| | |
3,671
| | |
14,702
| | |
8,299
| |
|
Depreciation and amortization
| |
7,085
| | |
11,359
| | |
15,462
| | |
26,823
| |
|
Acquisition and transaction costs
| |
—
| | |
—
| | |
383
| | |
1,349
| |
|
Other expenses
| |
16,249
|
| |
12,929
|
| |
34,239
|
| |
24,073
|
|
|
Total expenses
| |
127,618
|
| |
102,675
|
| |
255,554
|
| |
197,287
|
|
Results of consolidated CLOs: | | | | | | | | |
|
Income attributable to consolidated CLOs
| |
14,480
| | |
8,543
| | |
22,157
| | |
17,593
| |
|
Expenses attributable to consolidated CLOs
| |
9,568
|
| |
8,476
|
| |
16,140
|
| |
17,837
|
|
|
Net income (loss) attributable to consolidated CLOs
| |
4,912
|
| |
67
|
| |
6,017
|
| |
(244
|
)
|
| Income (loss) before taxes from continuing operations | |
11,046
| | |
(1,580
|
)
| |
16,021
| | |
(7,440
|
)
|
|
Less: provision (benefit) for income taxes
| |
4,025
|
| |
(371
|
)
| |
1,586
|
| |
(1,867
|
)
|
|
Income (loss) from continuing operations
| |
7,021
| | |
(1,209
|
)
| |
14,435
| | |
(5,573
|
)
|
Discontinued operations: | | | | | | | | |
|
Income from discontinued operations, net
| |
—
| | |
4,654
| | |
—
| | |
6,999
| |
|
Gain on sale of discontinued operations, net
| |
—
|
| |
16,349
|
| |
—
|
| |
16,349
|
|
Discontinued operations, net
| |
—
|
| |
21,003
|
| |
—
|
| |
23,348
|
|
|
Net income (loss) before non-controlling interests
| |
7,021
| | |
19,794
| | |
14,435
| | |
17,775
| |
Less: net income (loss) attributable to non-controlling interests
- Tiptree Financial Partners, L.P. | |
669
| | |
4,735
| | |
3,298
| | |
3,875
| |
|
Less: net income (loss) attributable to non-controlling interests -
Other
| |
219
|
| |
97
|
| |
(551
|
)
| |
(83
|
)
|
| Net income (loss) available to Class A common stockholders | | $ | 6,133 |
| | $ | 14,962 |
| | $ | 11,688 |
| | $ | 13,983 |
|
| | | | | | | |
|
Net income (loss) per Class A common
share: | | | | | | | | |
|
Basic, continuing operations, net
| |
$
|
0.18
| | |
$
|
(0.03
|
)
| |
$
|
0.33
| | |
$
|
(0.11
|
)
|
|
Basic, discontinued operations, net
| |
—
|
| |
0.50
|
| |
—
|
| |
0.55
|
|
|
Basic earnings per share
| |
0.18
|
| |
0.47
|
| |
0.33
|
| |
0.44
|
|
| | | | | | | |
|
|
Diluted, continuing operations, net
| |
0.17
| | |
(0.03
|
)
| |
0.33
| | |
(0.11
|
)
|
|
Diluted, discontinued operations, net
| |
—
|
| |
0.50
|
| |
—
|
| |
0.55
|
|
|
Diluted earnings per share
| |
$
|
0.17
|
| |
$
|
0.47
|
| |
$
|
0.33
|
| |
$
|
0.44
|
|
| | | | | | | |
|
Weighted average number of Class A common
shares: | | | | | | | | |
|
Basic
| |
34,456,096
| | |
31,881,904
| | |
34,716,291
| | |
31,962,065
| |
|
Diluted
| |
34,528,977
| | |
31,881,904
| | |
34,806,741
| | |
31,962,065
| |
| | | | | | | | | | | |
|
|
|
Tiptree Financial Inc. |
| Segment Statements of Operations |
(Unaudited, in thousands) |
| | | | | | |
|
| Segment Results - Three Months Ended June 30, 2016 and June 30,
2015 |
|
| |
| |
| |
| |
| | |
| |
| |
| |
| |
| |
| |
|
($ in thousands)
| | Insurance and insurance services | | Specialty finance | | Real estate | | Asset management | | Corporate and other | | Total |
| | Three Months Ended June 30, | | Three Months Ended June 30, | | Three Months Ended June 30, | | Three Months Ended June 30, | | Three Months Ended June 30, | | Three Months Ended June 30, |
| | 2016 | | 2015 | | 2016 |
| 2015 | | 2016 | 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 |
|
Net realized and unrealized gains (losses)
| |
$
|
872
| |
$
|
5
| |
$
|
(138
|
)
| |
$
|
237
| |
$
|
(51
|
)
|
$
|
369
| | |
$
|
—
| |
$
|
—
| |
$
|
5,295
| |
$
|
(149
|
)
| |
$
|
5,978
| |
$
|
462
| |
|
Net realized and unrealized (losses) on mortgage pipeline and
associated hedging instruments
| |
—
| |
—
| |
1,403
| | |
—
| |
—
| |
—
| | |
—
| |
—
| |
—
| |
—
| | |
1,403
| |
—
| |
|
Interest income
| |
1,336
| |
1,194
| |
2,931
| | |
1,822
| |
26
| |
25
| | |
—
| |
—
| |
1,872
| |
403
| | |
6,165
| |
3,444
| |
|
Service and administrative fees
| |
28,269
| |
25,545
| |
—
| | |
—
| |
—
| |
—
| | |
—
| |
—
| |
—
| |
—
| | |
28,269
| |
25,545
| |
|
Ceding commissions
| |
10,545
| |
10,148
| |
—
| | |
—
| |
—
| |
—
| | |
—
| |
—
| |
—
| |
—
| | |
10,545
| |
10,148
| |
|
Earned premiums, net
| |
46,292
| |
39,707
| |
—
| | |
—
| |
—
| |
—
| | |
—
| |
—
| |
—
| |
—
| | |
46,292
| |
39,707
| |
|
Gain on sale of loans held for sale, net
| |
—
| |
—
| |
14,852
| | |
3,941
| |
—
| |
—
| | |
—
| |
—
| |
—
| |
—
| | |
14,852
| |
3,941
| |
|
Loan fee income
| |
—
| |
—
| |
3,047
| | |
1,882
| |
—
| |
—
| | |
—
| |
—
| |
—
| |
—
| | |
3,047
| |
1,882
| |
|
Rental revenue
| |
—
| |
—
| |
—
| | |
7
| |
13,511
| |
11,184
| | |
—
| |
—
| |
—
| |
—
| | |
13,511
| |
11,191
| |
|
Other income
| |
476
|
|
1,922
| |
116
|
|
|
91
| |
1,133
|
|
772
|
| |
1,661
|
|
1,786
| |
304
|
|
137
|
| |
3,690
|
|
4,708
|
|
|
Total revenues
| |
87,790
|
|
78,521
| |
22,211
|
|
|
7,980
| |
14,619
|
|
12,350
|
| |
1,661
|
|
1,786
| |
7,471
|
|
391
|
| |
133,752
|
|
101,028
|
|
| | | | | | | | | | | | | | | | | | | | | | |
|
|
Interest expense
| |
1,531
| |
1,775
| |
1,235
| | |
834
| |
2,095
| |
1,810
| | |
—
| |
—
| |
1,590
| |
1,775
| | |
6,451
| |
6,194
| |
|
Payroll and employee commissions
| |
9,298
| |
9,678
| |
13,468
| | |
4,520
| |
5,753
| |
4,129
| | |
1,240
| |
2,403
| |
3,041
| |
2,699
| | |
32,800
| |
23,429
| |
|
Commission expense
| |
34,836
| |
23,927
| |
—
| | |
—
| |
—
| |
—
| | |
—
| |
—
| |
—
| |
—
| | |
34,836
| |
23,927
| |
|
Member benefit claims
| |
5,617
| |
8,240
| |
—
| | |
—
| |
—
| |
—
| | |
—
| |
—
| |
—
| |
—
| | |
5,617
| |
8,240
| |
|
Net losses and loss adjustment expense
| |
17,240
| |
12,926
| |
—
| | |
—
| |
—
| |
—
| | |
—
| |
—
| |
—
| |
—
| | |
17,240
| |
12,926
| |
|
Depreciation and amortization
| |
3,399
| |
7,258
| |
214
| | |
124
| |
3,410
| |
3,945
| | |
—
| |
—
| |
62
| |
32
| | |
7,085
| |
11,359
| |
|
Other expenses
| |
7,791
|
|
8,417
| |
4,982
|
|
|
1,934
| |
4,516
|
|
4,435
|
| |
89
|
|
175
| |
6,211
|
|
1,639
|
| |
23,589
|
|
16,600
|
|
|
Total expenses
| |
79,712
| |
72,221
| |
19,899
| | |
7,412
| |
15,774
| |
14,319
| | |
1,329
| |
2,578
| |
10,904
| |
6,145
| | |
127,618
| |
102,675
| |
|
Net income attributable to consolidated CLOs
| |
—
|
|
—
| |
—
|
|
|
—
| |
—
|
|
—
|
| |
746
|
|
1,004
| |
4,166
|
|
(937
|
)
| |
4,912
|
|
67
|
|
|
Pre-tax income/(loss)
| |
$
|
8,078
| |
$
|
6,300
| |
$
|
2,312
| | |
$
|
568
| |
$
|
(1,155
|
)
|
$
|
(1,969
|
)
| |
$
|
1,078
| |
$
|
212
| |
$
|
733
| |
$
|
(6,691
|
)
| |
$
|
11,046
| |
$
|
(1,580
|
)
|
|
Less: Provision (benefit) for income taxes
| | | | | | | | | | | | | | | | | | | | |
4,025
| |
(371
|
)
|
|
Discontinued operations
| | | | | | | | | | | | | | | | | | | | |
—
|
|
21,003
|
|
|
Net income before non-controlling interests
| | | | | | | | | | | | | | | | | | | | |
$
|
7,021
| |
$
|
19,794
| |
|
Less: net income (loss) attributable to noncontrolling interests
from continuing operations and discontinued operations
| | | | | | | | | | | | | | | | | | | | |
888
| |
4,832
| |
|
Less: net income attributable to noncontrolling interests
| | | | | | | | | | | | | | | | | | | | |
888
|
|
4,832
|
|
|
Net income available to common stockholders
| | | | | | | | | | | | | | | | | | | | |
$
|
6,133
|
|
$
|
14,962
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
| | |
| |
| |
| | |
| |
| |
Segment Results - Six Months Ended June 30, 2016 and June 30,
2015 | | | |
| | | | | | | | | | | | | |
|
| ($ in thousands) | | Insurance and insurance services | | Specialty finance | | Real estate | | Asset management | | Corporate and other | | Totals |
| | Six Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, |
| | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 | 2015 | | 2016 | 2015 |
|
Net realized and unrealized gains (losses)
| |
$
|
2,980
|
|
$
|
—
| |
$
|
(234
|
)
|
|
$
|
952
| |
$
|
(51
|
)
|
|
$
|
(116
|
)
| |
$
|
—
|
|
$
|
—
| | |
$
|
11,179
| |
$
|
(472
|
)
| |
$
|
13,874
| |
$
|
364
| |
|
Net realized and unrealized (losses) on mortgage pipeline and
associated hedging instruments
| |
—
| |
—
| |
(316
|
)
| |
—
| |
—
| | |
—
| | |
—
| |
—
| | |
—
| |
—
| | |
(316
|
)
|
—
| |
|
Interest income
| |
2,648
| |
2,424
| |
5,287
| | |
3,175
| |
46
| | |
44
| | |
—
| |
—
| | |
5,869
| |
684
| | |
13,850
| |
6,327
| |
|
Service and administrative fees
| |
58,579
| |
47,472
| |
—
| | |
—
| |
—
| | |
—
| | |
—
| |
—
| | |
—
| |
—
| | |
58,579
| |
47,472
| |
|
Ceding commissions
| |
21,248
| |
20,085
| |
—
| | |
—
| |
—
| | |
—
| | |
—
| |
—
| | |
—
| |
—
| | |
21,248
| |
20,085
| |
|
Earned premiums, net
| |
90,907
| |
77,060
| |
—
| | |
—
| |
—
| | |
—
| | |
—
| |
—
| | |
—
| |
—
| | |
90,907
| |
77,060
| |
|
Gain on sale of loans held for sale, net
| |
—
| |
—
| |
28,367
| | |
6,672
| |
—
| | |
—
| | |
—
| |
—
| | |
—
| |
—
| | |
28,367
| |
6,672
| |
|
Loan fee income
| |
—
| |
—
| |
5,381
| | |
3,281
| |
—
| | |
—
| | |
—
| |
—
| | |
—
| |
—
| | |
5,381
| |
3,281
| |
|
Rental revenue
| |
—
| |
—
| |
—
| | |
24
| |
26,235
| | |
20,536
| | |
—
| |
—
| | |
—
| |
—
| | |
26,235
| |
20,560
| |
|
Other income
| |
740
|
|
3,859
| |
292
|
|
|
131
| |
2,279
|
|
|
1,310
|
| |
3,667
|
|
2,833
|
| |
455
|
|
137
|
| |
7,433
|
|
8,270
|
|
|
Total revenues
| |
177,102
|
|
150,900
| |
38,777
|
|
|
14,235
| |
28,509
|
|
|
21,774
|
| |
3,667
|
|
2,833
|
| |
17,503
|
|
349
|
| |
265,558
|
|
190,091
|
|
| | | | | | | | | | | | | | | | | | | | | |
|
|
Interest expense
| |
2,686
| |
3,514
| |
2,420
| | |
1,345
| |
3,949
| | |
3,140
| | |
—
| |
—
| | |
3,876
| |
3,324
| | |
12,931
| |
11,323
| |
|
Payroll and employee commissions
| |
18,885
| |
20,083
| |
24,936
| | |
8,244
| |
11,391
| | |
8,052
| | |
2,481
| |
3,251
| | |
5,715
| |
4,140
| | |
63,408
| |
43,770
| |
|
Commission expense
| |
67,874
| |
40,455
| |
—
| | |
—
| |
—
| | |
—
| | |
—
| |
—
| | |
—
| |
—
| | |
67,874
| |
40,455
| |
|
Member benefit claims
| |
11,367
| |
15,819
| |
—
| | |
—
| |
—
| | |
—
| | |
—
| |
—
| | |
—
| |
—
| | |
11,367
| |
15,819
| |
|
Net losses and loss adjustment expense
| |
35,188
| |
25,376
| |
—
| | |
—
| |
—
| | |
—
| | |
—
| |
—
| | |
—
| |
—
| | |
35,188
| |
25,376
| |
|
Depreciation and amortization
| |
7,382
| |
19,212
| |
416
| | |
246
| |
7,540
| | |
7,333
| | |
—
| |
—
| | |
124
| |
32
| | |
15,462
| |
26,823
| |
|
Other expenses
| |
16,645
|
|
16,115
| |
9,676
|
|
|
3,397
| |
10,643
|
|
|
9,399
|
| |
194
|
|
337
|
| |
12,166
|
|
4,473
|
| |
49,324
|
|
33,721
|
|
|
Total expenses
| |
160,027
| |
140,574
| |
37,448
| | |
13,232
| |
33,523
| | |
27,924
| | |
2,675
| |
3,588
| | |
21,881
| |
11,969
| | |
255,554
| |
197,287
| |
|
Net income attributable to consolidated CLOs
| |
—
|
|
—
| |
—
|
| |
—
| |
—
|
| |
—
|
| |
1,746
|
|
2,841
|
| |
4,271
|
|
(3,085
|
)
| |
6,017
|
|
(244
|
)
|
|
Pre-tax income (loss)
| |
$
|
17,075
|
|
$
|
10,326
| |
$
|
1,329
|
|
|
$
|
1,003
| |
$
|
(5,014
|
)
|
|
$
|
(6,150
|
)
| |
$
|
2,738
|
|
$
|
2,086
|
| |
$
|
(107
|
)
|
$
|
(14,705
|
)
| |
$
|
16,021
|
|
$
|
(7,440
|
)
|
|
Less: provision for income taxes
| | | | | | | | | | | | | | | | | | | | |
1,586
| |
(1,867
|
)
|
|
Discontinued operations, net
| | | | | | | | | | | | | | | | | | | | |
—
| |
23,348
| |
|
Net income before non-controlling interests
| | | | | | | | | | | | | | | | | | | | |
14,435
| |
17,775
| |
|
Less: net income attributable to non-controlling interests from
continuing operations and discontinued operations
| | | | | | | | | | | | | | | | | | | | |
2,747
|
|
3,792
|
|
|
Net income available to common stockholders
| | | | | | | | | | | | | | | | | | | | |
11,688
|
|
13,983
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Tiptree Financial Inc.
Non-GAAP Financial Measures
(Unaudited,
in thousands)
Non-GAAP Financial Measures - EBITDA and
Adjusted EBITDA
Management uses EBITDA and Adjusted EBITDA, which are non-GAAP financial
measures. The Company believes that use of these financial measures on a
consolidated basis and for each segment provide supplemental information
useful to investors as it is frequently used by the financial community
to analyze performance period to period, to analyze a company’s ability
to service its debt and to facilitate comparison among companies. The
Company believes segment EBITDA and Adjusted EBITDA provides additional
supplemental information to compare results among our segments. Adjusted
EBITDA is also used in determining incentive compensation for the
Company’s executive officers. These measures are not a measurement of
financial performance or liquidity under GAAP and should not be
considered as an alternative or substitute for net income. The Company’s
presentation of these measures may differ from similarly titled non-GAAP
financial measures used by other companies. The Company defines EBITDA
as GAAP net income of the Company adjusted to add consolidated interest
expense, consolidated income taxes and consolidated depreciation and
amortization expense as presented in its financial statements and
Adjusted EBITDA as EBITDA adjusted to (i) subtract interest expense on
asset-specific debt incurred in the ordinary course of its subsidiaries’
business operations, (ii) adjust for the effect of purchase accounting,
(iii) add back significant acquisition related costs, (iv) adjust for
significant relocation costs and (v) any significant one-time expenses.
|
|
EBITDA and Adjusted EBITDA - Three and Six Months Ended
June 30, 2016 and June 30, 2015. |
|
| |
| |
| |
| |
| Reconciliation from the Company’s GAAP net income to Non-GAAP
financial measures - EBITDA and Adjusted EBITDA |
|
($ in thousands, unaudited)
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2016 | | 2015 | | 2016 | | 2015 |
| Net (loss) income available to Class A common stockholders | | $ | 6,133 | | | $ | 14,962 | | | $ | 11,688 | | | $ | 13,983 | |
|
Add: net (loss) income attributable to noncontrolling interests
| |
888
| | |
4,832
| | |
2,747
| | |
3,792
| |
|
Less: net income from discontinued operations
|
|
—
|
| |
21,003
|
| |
| |
$
|
23,348
|
|
| (Loss) from Continuing Operations of the Company | | $ | 7,021 | | | $ | (1,209 | ) | | $ | 14,435 | | | $ | (5,573 | ) |
|
Consolidated interest expense
| |
6,451
| | |
6,194
| | |
12,931
| | |
11,323
| |
|
Consolidated income taxes
| |
4,025
| | |
(371
|
)
| |
1,586
| | |
(1,867
|
)
|
|
Consolidated depreciation and amortization expense
|
|
7,085
|
| |
11,359
|
| |
$
|
15,462
|
| |
$
|
26,823
|
|
|
EBITDA from Continuing Operations
| |
$
|
24,582
| | |
$
|
15,973
| | |
$
|
44,414
| | |
$
|
30,706
| |
|
Consolidated non-corporate and non-acquisition related interest
expense(1) | |
(3,956
|
)
| |
(2,663
|
)
| |
(8,234
|
)
| |
(4,441
|
)
|
|
Effects of Purchase Accounting (2) | |
(1,459
|
)
| |
(6,118
|
)
| |
(3,489
|
)
| |
(15,601
|
)
|
|
Non-cash fair value adjustments (3) | |
—
| | |
—
| | |
1,416
| | |
—
| |
|
Significant acquisition expenses (4) | |
—
| | |
—
| | |
383
| | |
1,349
| |
|
Separation expenses (5) |
|
(1,736
|
)
| |
—
|
| |
(1,736
|
)
| |
—
|
|
| Adjusted EBITDA from Continuing Operations of the Company |
| $ | 17,431 |
| | $ | 7,192 |
| | $ | 32,754 |
|
| $ | 12,013 |
|
| | | | | | | |
|
| Income from Discontinued Operations of the Company | |
$
|
—
| | |
$
|
21,003
| | |
$
|
—
| | |
$
|
23,348
| |
|
Consolidated interest expense
| |
—
| | |
2,572
| | |
$
|
—
| | |
$
|
5,226
| |
|
Consolidated income taxes
| |
—
| | |
1,054
| | |
—
| | |
3,796
| |
|
Consolidated depreciation and amortization expense
|
|
—
|
| |
405
|
| |
—
|
| |
862
|
|
|
EBITDA from Discontinued Operations
|
|
$
|
—
|
| |
$
|
25,034
|
| |
$
|
—
|
| |
$
|
33,232
|
|
| Adjusted EBITDA from Discontinued Operations of the Company |
| $ | — |
| | $ | 25,034 |
| | $ | — |
| | $ | 33,232 |
|
|
|
|
| |
| |
| |
|
| Adjusted EBITDA of the Company | | $ | 17,431 | | | $ | 32,226 | | | $ | 32,754 | | | $ | 45,245 | |
| | | | | | | | | | | | | | | |
|
|
(1)
|
|
The consolidated non-corporate and non-acquisition related interest
expense is subtracted from EBITDA to arrive at Adjusted EBITDA. This
includes interest expense associated with asset-specific debt at
subsidiaries in the insurance and insurance services, specialty
finance, real estate and corporate and other segments.
|
|
(2)
| |
Following the purchase accounting adjustments, current period
expenses associated with deferred costs were more favorably stated
and current period income associated with deferred revenues were
less favorably stated. Thus, the purchase accounting effect related
to Fortegra, increased EBITDA above what the historical basis of
accounting would have generated. The impact of this purchase
accounting adjustments have been reversed to reflect an adjusted
EBITDA without such purchase accounting effect.
|
|
(3)
| |
For Care, Adjusted EBITDA excludes the impact of the change of fair
value of interest rate swaps hedging the debt at the property level
to conform to our updated interest rate hedging policy.
|
|
(4)
| |
For the second quarter of 2016 and 2015, $0.4 million and $1.3
million of acquisition related costs, respectively, represent costs
in connection with Care’s acquisition of properties which included
taxes, legal costs and other expenses.
|
|
(5)
| |
Consists of payments pursuant to a separation agreement, dated as of
November 10, 2015.
|
| |
|
|
|
Segment EBITDA and Adjusted EBITDA from continuing operations -
Three Months Ended June 30, 2016 and June 30, 2015 |
|
|
|
($ in thousands)
|
| Insurance and insurance services |
| Specialty finance |
| Real estate |
| Asset management |
| Corporate and other |
| Total |
| | Three Months Ended June 30, | | Three Months Ended June 30, | | Three Months Ended June 30, | | Three Months Ended June 30, | | Three Months Ended June 30, | | Three Months Ended June 30, |
| | 2016 |
|
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 |
|
Pre-tax income/(loss)
| |
$
|
8,078
| |
|
$
|
6,300
| | |
$
|
2,312
| |
|
$
|
568
| | |
$
|
(1,155
|
)
|
|
$
|
(1,969
|
)
| |
$
|
1,078
| |
|
$
|
212
| | |
$
|
733
| |
|
$
|
(6,691
|
)
| |
$
|
11,046
| |
|
$
|
(1,580
|
)
|
Add back: | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Interest expense
| |
1,531
| | |
1,775
| | |
1,235
| | |
834
| | |
2,095
| | |
1,810
| | |
—
| | |
—
| | |
1,590
| | |
1,775
| | |
6,451
| | |
6,194
| |
|
Depreciation and amortization expenses
| |
3,399
|
|
|
7,258
|
| |
214
|
|
|
124
|
| |
3,410
|
|
|
3,945
|
| |
—
|
|
|
—
|
| |
62
|
|
|
32
|
| |
7,085
|
|
|
11,359
|
|
|
Segment EBITDA
| |
$
|
13,008
| | |
$
|
15,333
| | |
$
|
3,761
| | |
$
|
1,526
| | |
$
|
4,350
| | |
$
|
3,786
| | |
$
|
1,078
| | |
$
|
212
| | |
$
|
2,385
| | |
$
|
(4,884
|
)
| |
$
|
24,582
| | |
$
|
15,973
| |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
EBITDA adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Asset-specific debt interest
| |
(112
|
)
| |
—
| | |
(1,184
|
)
| |
(834
|
)
| |
(2,095
|
)
| |
(1,746
|
)
| |
—
| | |
—
| | |
(565
|
)
| |
(83
|
)
| |
(3,956
|
)
| |
(2,663
|
)
|
|
Effects of purchase accounting
| |
(1,459
|
)
| |
(6,118
|
)
| |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
(1,459
|
)
| |
(6,118
|
)
|
|
Non-cash fair value adjustments
| |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| |
|
Significant acquisition expenses
| |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| |
|
Separation expenses
| |
—
|
|
|
—
|
| |
—
|
|
|
—
|
| |
—
|
|
|
—
|
| |
—
|
|
|
—
|
| |
(1,736
|
)
|
|
—
|
| |
(1,736
|
)
|
|
—
|
|
|
Segment Adjusted EBITDA
| |
$
|
11,437
|
|
|
$
|
9,215
|
| |
$
|
2,577
|
|
|
$
|
692
|
| |
$
|
2,255
|
|
|
$
|
2,040
|
| |
$
|
1,078
|
|
|
$
|
212
|
| |
$
|
84
|
|
|
$
|
(4,967
|
)
| |
$
|
17,431
|
|
|
$
|
7,192
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
Segment EBITDA and Adjusted EBITDA from continuing operations -
Six Months Ended June 30, 2016 and June 30, 2015 |
|
|
|
($ in thousands)
|
| Insurance and insurance services |
| Specialty finance |
| Real estate |
| Asset management |
| Corporate and other |
| Totals |
| | Six Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, |
| | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 |
|
Pre-tax income/(loss)
| |
$
|
17,075
| |
|
$
|
10,326
| | |
$
|
1,329
| |
|
$
|
1,003
| | |
$
|
(5,014
|
)
|
|
$
|
(6,150
|
)
| |
$
|
2,738
| |
|
$
|
2,086
| | |
$
|
(107
|
)
|
|
$
|
(14,705
|
)
| |
$
|
16,021
| |
|
$
|
(7,440
|
)
|
Add back: | | | | | | | | | | | | | | | | | | | | | | | | |
|
Interest expense
| |
2,686
| | |
3,514
| | |
2,420
| | |
1,345
| | |
3,949
| | |
3,140
| | |
—
| | |
—
| | |
3,876
| | |
3,324
| | |
12,931
| | |
11,323
| |
|
Depreciation and amortization expenses
| |
7,382
|
|
|
19,212
|
| |
416
|
|
|
246
|
| |
7,540
|
|
|
7,333
|
| |
—
|
|
|
—
|
| |
124
|
|
|
32
|
| |
15,462
|
|
|
26,823
|
|
|
Segment EBITDA
| |
$
|
27,143
| | |
$
|
33,052
| | |
$
|
4,165
| | |
$
|
2,594
| | |
$
|
6,475
| | |
$
|
4,323
| | |
$
|
2,738
| | |
$
|
2,086
| | |
$
|
3,893
| | |
$
|
(11,349
|
)
| |
$
|
44,414
| | |
$
|
30,706
| |
| | | | | | | | | | | | | | | | | | | | | | | |
|
EBITDA adjustments: | | | | | | | | | | | | | | | | | | | | | | | | |
|
Asset-specific debt interest
| |
(211
|
)
| |
—
| | |
(2,318
|
)
| |
(1,345
|
)
| |
(3,949
|
)
| |
(3,013
|
)
| |
—
| | |
—
| | |
(1,756
|
)
| |
(83
|
)
| |
(8,234
|
)
| |
(4,441
|
)
|
|
Effects of purchase accounting
| |
(3,489
|
)
| |
(15,601
|
)
| |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
(3,489
|
)
| |
(15,601
|
)
|
|
Non-cash fair value adjustments
| |
—
| | |
—
| | |
—
| | |
—
| | |
1,416
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
1,416
| | |
—
| |
|
Significant acquisition expenses
| |
—
| | |
—
| | |
—
| | |
—
| | |
383
| | |
1,349
| | |
—
| | |
—
| | |
—
| | |
—
| | |
383
| | |
1,349
| |
|
Separation expenses
| |
—
|
|
|
—
|
| |
—
|
|
|
—
|
| |
—
|
|
|
—
|
| |
—
|
|
|
—
|
| |
(1,736
|
)
|
|
—
|
| |
(1,736
|
)
|
|
—
|
|
|
Segment Adjusted EBITDA
| |
$
|
23,443
|
|
|
$
|
17,451
|
| |
$
|
1,847
|
|
|
$
|
1,249
|
| |
$
|
4,325
|
|
|
$
|
2,659
|
| |
$
|
2,738
|
|
|
$
|
2,086
|
| |
$
|
401
|
|
|
$
|
(11,432
|
)
| |
$
|
32,754
|
|
|
$
|
12,013
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Non-GAAP Financial Measures - Fortegra
The following table presents our insurance and insurance services
segment results on a GAAP basis and an As Adjusted basis (a non GAAP
measure which excludes the effects of purchase price accounting which
management believes provides for better period-over-period comparison of
the underlying operating performance of the business and aligns more
closely with the basis upon which management performance is
measured). Due to acquisition accounting, the line items through which
revenue and expenses relate to acquired contracts are recognized in a
single line item, depreciation and amortization, and are different than
newly originated contracts. To allow for better period-over-period
comparison of operations, we eliminated the effects of purchase
accounting. The Company believes that As Adjusted information provides
useful supplemental information to investors, but should be reviewed in
conjunction with their nearest GAAP equivalent. Investors should not
consider these Non-GAAP financial measures as a substitute for the
financial information that Fortegra reports in accordance with U.S.
GAAP. These Non-GAAP financial measures reflect subjective
determinations by Fortegra management, and may differ from similarly
titled Non-GAAP financial measures presented by other companies. See the
below table for a reconciliation from actual to As Adjusted financials.
|
| |
| |
| | Three Months Ended June 30, 2016 | | Three Months Ended June 30, 2015 |
|
($ in thousands)
| |
GAAP
|
|
Adjustments
|
| |
|
Non-GAAP As Adjusted
| |
GAAP
|
|
Adjustments
|
| |
|
Non-GAAP As Adjusted
|
Revenues: | | | | | | | | | | | | | | | | |
|
Earned premiums
| |
$
|
46,292
| | |
$
|
—
| | | | |
$
|
46,292
| | |
$
|
39,707
| | |
$
|
—
| | | | |
$
|
39,707
|
|
Service and administrative fees
| |
28,269
| | |
1,646
| | | (2) | |
29,915
| | |
25,545
| | |
5,500
| | | (2) | |
31,045
|
|
Ceding commissions
| |
10,545
| | |
116
| | | (3) | |
10,661
| | |
10,148
| | |
736
| | | (3) | |
10,884
|
|
Interest income (1) | |
2,208
| | |
—
| | | | |
2,208
| | |
1,199
| | |
—
| | | | |
1,199
|
|
Other Income
| |
476
|
| |
—
|
| | | |
476
|
| |
1,922
|
| |
—
|
| | | |
1,922
|
|
Total revenues
| |
87,790
| | |
1,762
| | | | |
89,552
| | |
78,521
| | |
6,236
| | | | |
84,757
|
Less: | | | | | | | | | | | | | | | | |
|
Commission expense
| |
34,836
| | |
3,111
| | | (4) | |
37,947
| | |
23,927
| | |
11,828
| | | (4) | |
35,755
|
|
Member benefit claims
| |
5,617
| | |
—
| | | | |
5,617
| | |
8,240
| | |
—
| | | | |
8,240
|
|
Net losses and loss adjustment expenses
| |
17,240
|
| |
—
|
| | | |
17,240
|
| |
12,926
|
| |
—
|
| | | |
12,926
|
|
Net revenues
| |
30,097
| | |
(1,349
|
)
| | | |
28,748
| | |
33,428
| | |
(5,592
|
)
| | | |
27,836
|
Expenses: | | | | | | | | | | | | | | | | |
|
Interest expense
| |
1,531
| | |
—
| | | | |
1,531
| | |
1,775
| | |
—
| | | | |
1,775
|
|
Payroll and employee commissions
| |
9,298
| | |
—
| | | | |
9,298
| | |
9,678
| | |
—
| | | | |
9,678
|
|
Depreciation and amortization expenses
| |
3,399
| | |
(941
|
)
| | (5) | |
2,458
| | |
7,258
| | |
(4,703
|
)
| | (5) | |
2,555
|
|
Other expenses
| |
7,791
|
| |
111
|
| | (6) | |
7,902
|
| |
8,417
|
| |
526
|
| | (6) | |
8,943
|
|
Total operating expenses
| |
22,019
|
| |
(830
|
)
| | | |
21,189
|
| |
27,128
|
| |
(4,177
|
)
| | | |
22,951
|
|
Income before taxes from continuing operations
| |
$
|
8,078
|
| |
$
|
(519
|
)
| | | |
$
|
7,559
|
| |
$
|
6,300
|
| |
$
|
(1,415
|
)
| | | |
$
|
4,885
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
(1)
|
|
Includes net realized and unrealized gains and (losses) on
investments.
|
|
(2)
| |
Represents service fee revenues that would have been recognized had
purchase accounting effects not been recorded. Deferred service fee
liabilities at the acquisition date were reduced to reflect the
purchase accounting fair value.
|
|
(3)
| |
Represents ceding commission revenues that would have been
recognized had purchase accounting effects not been recorded.
Deferred ceding commissions liabilities at the acquisition date were
reduced to reflect the purchase accounting fair value.
|
|
(4)
| |
Represents additional commissions expense that would have been
recorded without purchase accounting; the values of deferred
commission assets were eliminated in purchase accounting.
|
|
(5)
| |
Represents the removal of net additional depreciation and
amortization expense that would not have been recorded without
purchase accounting; fixed assets and amortizing intangible assets
were adjusted in purchase accounting based on fair value analyses.
|
|
(6)
| |
Represents additional premium tax and other acquisition expenses
that would have been recorded without purchase accounting; values of
deferred acquisition costs were eliminated in purchase accounting.
|
| |
|
|
| |
| |
| | Six Months Ended June 30, 2016 | | Six Months Ended June 30, 2015 |
|
($ in thousands)
| |
GAAP
|
|
Adjustments
|
| |
|
Non-GAAP As Adjusted
| |
GAAP
|
|
Adjustments
|
| |
|
Non-GAAP As Adjusted
|
Revenues: | | | | | | | | | | | | | | | | |
|
Earned premiums
| |
$
|
90,907
| | |
$
|
—
| | | | |
$
|
90,907
| | |
$
|
77,060
| | |
$
|
—
| | | | |
$
|
77,060
|
|
Service and administrative fees
| |
58,579
| | |
3,842
| | | (2) | |
62,421
| | |
47,472
| | |
11,649
| | | (2) | |
59,121
|
|
Ceding commissions
| |
21,248
| | |
307
| | | (3) | |
21,555
| | |
20,085
| | |
2,338
| | | (3) | |
22,423
|
|
Interest income (1) | |
5,628
| | |
—
| | | | |
5,628
| | |
2,424
| | |
—
| | | | |
2,424
|
|
Other Income
| |
740
|
| |
—
|
| | | |
740
|
| |
3,859
|
| |
—
|
| | | |
3,859
|
|
Total revenues
| |
177,102
| | |
4,149
| | | | |
181,251
| | |
150,900
| | |
13,987
| | | | |
164,887
|
Less: | | | | | | | | | | | | | | | | |
|
Commission expense
| |
67,874
| | |
7,374
| | | (4) | |
75,248
| | |
40,455
| | |
28,246
| | | (4) | |
68,701
|
|
Member benefit claims
| |
11,367
| | |
—
| | | | |
11,367
| | |
15,819
| | |
—
| | | | |
15,819
|
|
Net losses and loss adjustment expenses
| |
35,188
|
| |
—
|
| | | |
35,188
|
| |
25,376
|
| |
—
|
| | | |
25,376
|
|
Net revenues
| |
62,673
| | |
(3,225
|
)
| | | |
59,448
| | |
69,250
| | |
(14,259
|
)
| | | |
54,991
|
Expenses: | | | | | | | | | | | | | | | | |
|
Interest expense
| |
2,686
| | |
—
| | | | |
2,686
| | |
3,514
| | |
—
| | | | |
3,514
|
|
Payroll and employee commissions
| |
18,885
| | |
—
| | | | |
18,885
| | |
20,083
| | |
—
| | | | |
20,083
|
|
Depreciation and amortization expenses
| |
7,382
| | |
(2,428
|
)
| | (5) | |
4,954
| | |
19,212
| | |
(14,092
|
)
| | (5) | |
5,120
|
|
Other expenses
| |
16,645
|
| |
264
|
| | (6) | |
16,909
|
| |
16,115
|
| |
1,342
|
| | (6) | |
17,457
|
|
Total operating expenses
| |
45,598
|
| |
(2,164
|
)
| | | |
43,434
|
| |
58,924
|
| |
(12,750
|
)
| | | |
46,174
|
|
Income before taxes from continuing operations
| |
$
|
17,075
|
| |
$
|
(1,061
|
)
| | | |
$
|
16,014
|
| |
$
|
10,326
|
| |
$
|
(1,509
|
)
| | | |
$
|
8,817
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
(1)
|
|
Includes net realized and unrealized gains and (losses) on
investments.
|
|
(2)
| |
Represents service fee revenues that would have been recognized had
purchase accounting effects not been recorded. Deferred service fee
liabilities at the acquisition date were reduced to reflect the
purchase accounting fair value.
|
|
(3)
| |
Represents ceding commission revenues that would have been
recognized had purchase accounting effects not been recorded.
Deferred ceding commissions liabilities at the acquisition date were
reduced to reflect the purchase accounting fair value.
|
|
(4)
| |
Represents additional commissions expense that would have been
recorded without purchase accounting; the values of deferred
commission assets were eliminated in purchase accounting.
|
|
(5)
| |
Represents the removal of net additional depreciation and
amortization expense that would not have been recorded without
purchase accounting; fixed assets and amortizing intangible assets
were adjusted in purchase accounting based on fair value analyses.
|
|
(6)
| |
Represents additional premium tax and other acquisition expenses
that would have been recorded without purchase accounting; values of
deferred acquisition costs were eliminated in purchase accounting.
|
| |
|
Non-GAAP Financial Measures - Net revenues
For insurance and insurance services, Net revenues, which is a non-GAAP
financial measure, is shown as total revenue less commissions paid to
brokers, member benefit claims and net loss and loss adjustment
expenses. Year over year comparisons of total revenues are often
impacted by clients’ choice as to whether to retain risk. We use net
revenues as another means of understanding product contributions to our
results and provides a comparison of period-over-period risk retained by
the Company. Net revenues also adds supplemental information for
investors to understand profitability of various products after
reinsurance payments, claims and losses.
|
| |
Insurance and Insurance Services Product As Adjusted Net
Revenues - Three Months Ended June 30, |
| |
|
| | Three Months Ended, June 30, |
|
($ in thousands)
| | Credit Protection |
| Warranty |
| Specialty Products |
| Services and Other(1) |
| Insurance Total |
| | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 |
Income: | | |
| | | |
| | | |
| | | |
| | | |
| |
|
Earned premiums
| |
$
|
29,725
| | |
$
|
29,873
| | |
$
|
9,105
| | |
$
|
6,801
| | |
$
|
7,462
| | |
$
|
3,033
| | |
$
|
—
| | |
$
|
—
| | |
$
|
46,292
| | |
$
|
39,707
|
|
Service and administrative fees
| |
11,671
| | |
7,960
| | |
13,627
| | |
19,778
| | |
2,926
| | |
957
| | |
1,691
| | |
2,350
| | |
29,915
| | |
31,045
|
|
Ceding commissions
| |
10,661
| | |
10,874
| | |
—
| | |
10
| | |
—
| | |
—
| | |
—
| | |
—
| | |
10,661
| | |
10,884
|
|
Interest income (2) | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
2,208
| | |
1,199
| | |
2,208
| | |
1,199
|
|
Other income
| |
73
|
| |
71
|
| |
(6
|
)
| |
1,734
|
| |
(30
|
)
| |
29
|
| |
439
|
| |
88
|
| |
476
|
| |
1,922
|
|
Total revenue
| |
52,130
| | |
48,778
| | |
22,726
| | |
28,323
| | |
10,358
| | |
4,019
| | |
4,338
| | |
3,637
| | |
89,552
| | |
84,757
|
| | | | | | | | | | | | | | | | | | | |
|
Income Adjustments: | | | | | | | | | | | | | | | | | | | | |
|
Net losses and member benefit claims
| |
6,582
| | |
6,290
| | |
9,919
| | |
12,642
| | |
6,320
| | |
2,200
| | |
36
| | |
34
| | |
22,857
| | |
21,166
|
|
Commissions
| |
29,761
|
| |
27,928
|
| |
6,673
|
| |
7,549
|
| |
1,399
|
| |
259
|
| |
114
|
| |
19
|
| |
37,947
|
| |
35,755
|
|
Total income adjustments
| |
36,343
| | |
34,218
| | |
16,592
| | |
20,191
| | |
7,719
| | |
2,459
| | |
150
| | |
53
| | |
60,804
| | |
56,921
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
|
As Adjusted net revenues
| |
$
|
15,787
|
| |
$
|
14,560
|
| |
$
|
6,134
|
| |
$
|
8,132
|
| |
$
|
2,639
|
| |
$
|
1,560
|
| |
$
|
4,188
|
| |
$
|
3,584
|
| |
$
|
28,748
|
| |
$
|
27,836
|
| | | | | | | | | | | | | | | | | | | |
|
|
(1) Services and Other include Consecta, Financial Services,
Insurance Services, ImageWorks, VOBA and Other
|
|
(2) Includes net realized and unrealized gains (losses) on
investments
|
|
| |
Insurance and Insurance Services Product As Adjusted Net
Revenues - Six Months Ended June 30, |
| |
|
| | Six Months Ended June 30, |
|
($ in thousands)
| | Credit Protection |
| Warranty |
| Specialty Products |
| Services and Other(1) |
| Insurance Total |
| | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 | | 2016 |
| 2015 |
Income: | | |
| | | |
| | | |
| | | |
| | | |
| |
|
Earned premiums
| |
$
|
59,020
| | |
$
|
57,573
| | |
$
|
18,254
| | |
$
|
13,740
| | |
$
|
13,633
| | |
$
|
5,747
| | |
$
|
—
| | |
$
|
—
| | |
$
|
90,907
| | |
$
|
77,060
|
|
Service and administrative fees
| |
23,110
| | |
13,440
| | |
29,305
| | |
38,788
| | |
6,073
| | |
1,853
| | |
3,933
| | |
5,040
| | |
62,421
| | |
59,121
|
|
Ceding commissions
| |
21,553
| | |
22,404
| | |
1
| | |
19
| | |
—
| | |
—
| | |
1
| | |
—
| | |
21,555
| | |
22,423
|
|
Interest income (2) | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
—
| | |
5,628
| | |
2,424
| | |
5,628
| | |
2,424
|
|
Other income
| |
129
|
|
|
107
|
| |
86
|
|
|
3,512
|
| |
—
|
|
|
55
|
| |
525
|
|
|
185
|
| |
740
|
|
|
3,859
|
|
Total revenue
| |
103,812
| | |
93,524
| | |
47,646
| | |
56,059
| | |
19,706
| | |
7,655
| | |
10,087
| | |
7,649
| | |
181,251
| | |
164,887
|
| | | | | | | | | | | | | | | | | | | |
|
Income Adjustments: | | | | | | | | | | | | | | | | | | | | |
|
Net losses and member benefit claims
| |
13,810
| | |
13,239
| | |
20,429
| | |
23,757
| | |
12,272
| | |
4,109
| | |
44
| | |
90
| | |
46,555
| | |
41,195
|
|
Commissions
| |
58,321
|
|
|
52,089
|
| |
14,301
|
|
|
15,939
|
| |
2,425
|
|
|
698
|
| |
201
|
|
|
(25
|
)
| |
75,248
|
|
|
68,701
|
|
Total income adjustments
| |
72,131
| | |
65,328
| | |
34,730
| | |
39,696
| | |
14,697
| | |
4,807
| | |
245
| | |
65
| | |
121,803
| | |
109,896
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
|
As Adjusted net revenues
| |
$
|
31,681
|
|
|
$
|
28,196
|
| |
$
|
12,916
|
|
|
$
|
16,363
|
| |
$
|
5,009
|
|
|
$
|
2,848
|
| |
$
|
9,842
|
|
|
$
|
7,584
|
| |
$
|
59,448
|
|
|
$
|
54,991
|
|
|
|
(1) Services and Other include Consecta, Financial Services,
Insurance Services, ImageWorks, VOBA and Other
|
|
(2) Includes net realized and unrealized gains (losses) on
investments
|
|
|
Non-GAAP Financial Measures - NOI
We evaluate performance of our real estate segment based on net
operating income (“NOI”). We consider NOI as an important supplemental
measure used to evaluate the operating performance of our real estate
segment because it allows investors, analysts and our management to
assess our unleveraged property-level operating results and to compare
our operating results between periods and to the operating results of
other real estate companies on a consistent basis. In addition, NOI is
the basis upon which our partners in the Managed Properties are
compensated. We define NOI as total revenue less property operating
expense. Property operating expenses and resident fees and services are
not relevant to Care’s Triple Net Lease Properties since Care does not
manage the underlying operations and substantially all expenses are
passed through to the tenant. Our calculation of NOI may differ from
similarly titled non-GAAP financial measures used by other companies.
NOI is not a measure of financial performance or liquidity under GAAP
and should not be considered a substitute for pre-tax income. The
following tables present revenues and expenses, which include amounts
attributable to non-controlling interests, by property type in our real
estate segment for the six months ended June 30, 2016 and 2015,
respectively.
Reconciliation of NOI to Pre-tax Income
|
| |
| |
| | Three Months Ended June 30, 2016 | | Three Months Ended June 30, 2015 |
| ($ in thousands) | | Triple Net Lease Operations |
| Managed Properties |
| Consolidated | | Triple Net Lease Operations |
| Managed Properties |
| Consolidated |
Revenues: | | | | | | | | | | | | |
|
Resident fees and services
| |
$
|
—
| | |
$
|
902
| | |
$
|
902
| | |
$
|
—
| |
$
|
549
| | |
$
|
549
| |
|
Rental revenue
| |
1,845
| | |
11,666
| | |
13,511
| | |
1,760
| |
9,424
| | |
11,184
| |
|
Less: Property operating expenses
| |
—
|
| |
9,296
|
| |
9,296
|
| |
—
| |
7,524
|
| |
7,524
|
|
|
Segment NOI
| |
$
|
1,845
|
| |
$
|
3,272
|
| |
$
|
5,117
| | |
$
|
1,760
| |
$
|
2,449
|
| |
$
|
4,209
| |
|
Segment NOI Margin %
| | | |
26.0
|
%
| | | | | |
24.6
|
%
| | |
| | | | | | | | | | | |
|
|
Other income
| | | | | |
$
|
208
| | | | | | |
$
|
618
| |
Less: Expenses: | | | | | | | | | | | | |
|
Interest expense
| | | | | |
2,095
| | | | | | |
1,810
| |
|
Payroll and employee commissions
| | | | | |
625
| | | | | | |
532
| |
|
Depreciation and amortization
| | | | | |
3,410
| | | | | | |
3,945
| |
|
Other expenses
| | | | | |
350
|
| | | | | |
509
|
|
|
Pre-tax income (loss)
| | | | | |
$
|
(1,155
|
)
| | | | | |
$
|
(1,969
|
)
|
| | | | | | | | | | | | | | | |
|
|
| |
| |
| | Six Months Ended June 30, 2016 | | Six Months Ended June 30, 2015 |
| ($ in thousands) | | Triple Net Lease Operations |
| Managed Properties |
| Consolidated | | Triple Net Lease Operations |
| Managed Properties |
| Consolidated |
Revenues | | | | | | | | | | | | |
|
Resident fees and services
| |
$
|
—
| |
$
|
1,784
| | |
$
|
1,784
| | |
$
|
—
| |
$
|
985
| | |
$
|
985
| |
|
Rental revenue
| |
3,689
| |
22,546
| | |
26,235
| | |
2,818
| |
17,718
| | |
20,536
| |
|
Less: Property operating expenses
| |
—
| |
18,001
|
| |
18,001
|
| |
—
| |
14,185
|
| |
14,185
|
|
|
Segment NOI
| |
$
|
3,689
| |
$
|
6,329
|
| |
$
|
10,018
| | |
$
|
2,818
| |
$
|
4,518
|
| |
$
|
7,336
| |
|
Segment NOI Margin %
| | | |
26.0
|
%
| | | | | |
24.2
|
%
| | |
| | | | | | | | | | | |
|
|
Other income
| | | | | |
$
|
492
| | | | | | |
$
|
253
| |
Less: Expenses | | | | | | | | | | | | |
|
Interest expense
| | | | | |
3,949
| | | | | | |
3,140
| |
|
Payroll and employee commissions
| | | | | |
1,283
| | | | | | |
1,125
| |
|
Depreciation and amortization
| | | | | |
7,540
| | | | | | |
7,333
| |
|
Other expenses
| | | | | |
2,752
|
| | | | | |
2,141
|
|
|
Pre-tax income (loss)
| | | | | |
$
|
(5,014
|
)
| | | | | |
$
|
(6,150
|
)
|
| | | | | | | | | | | | | | | |
|
Non-GAAP Financial Measures - CLO Net Income
The Company deconsolidated the results of Telos 1, Telos 2, Telos 3 and
Telos 4 for the period that we did not own the subordinated notes for
the six months ended June 30, 2016 but not for the prior year period.
The table below shows the results attributable to the CLOs both on a
consolidated basis and an unconsolidated basis, which is a non-GAAP
measure, for the six months ended June 30, 2016. Management believes is
helpful to investors for year-over-year comparative purposes, given that
Telos 2 and Telos 4 were not deconsolidated until Q2 2015 when we sold
our retained interests in each CLO.
|
| |
|
($ in thousands)
| | Three Months Ended June 30, |
| | 2016 |
| 2015 |
| | Consolidated |
| Non consolidated (1) |
| Non-GAAP total | | Consolidated (2) |
| Non consolidated (1) |
| Non-GAAP total |
|
Management fees paid by the CLOs to the Company(3) | |
$
|
757
| | |
$
|
1,619
| | |
$
|
2,376
| | |
$
|
1,004
| | |
$
|
1,748
| | |
$
|
2,752
| |
|
Distributions from the subordinated notes held by the Company
| |
3,858
| | |
11
| | |
3,869
| | |
3,160
| | |
70
| | |
3,230
| |
Realized and unrealized (losses) gains on subordinated notes
held by the Company
| |
297
|
| |
61
|
| |
358
|
| |
(4,097
|
)
| |
31
|
| |
(4,066
|
)
|
|
Net (loss) income attributable to the CLOs
| |
$
|
4,912
|
| |
$
|
1,691
|
| |
$
|
6,603
|
| |
$
|
67
|
| |
$
|
1,849
|
| |
$
|
1,916
|
|
| | | | | | | | | | | |
|
| | Six Months Ended June 30, |
| | 2016 | | 2015 |
| | Consolidated | | Non consolidated (1) | | Non-GAAP total | | Consolidated (2) | | Non consolidated (1) | | Non-GAAP total |
|
Management fees paid by the CLOs to the Company(3) | |
$
|
1,426
| | |
$
|
3,570
| | |
$
|
4,996
| | |
$
|
2,841
| | |
$
|
2,732
| | |
$
|
5,573
| |
|
Distributions from the subordinated notes held by the Company
| |
6,607
| | |
83
| | |
6,690
| | |
8,817
| | |
139
| | |
8,956
| |
Realized and unrealized (losses) gains on subordinated notes
held by the Company
| |
(2,016
|
)
| |
(231
|
)
| |
(2,247
|
)
| |
(11,902
|
)
| |
31
|
| |
(11,871
|
)
|
|
Net (loss) income attributable to the CLOs
| |
$
|
6,017
|
| |
$
|
3,422
|
| |
$
|
9,439
|
| |
$
|
(244
|
)
| |
$
|
2,902
|
| |
$
|
2,658
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
Notes: |
|
| |
|
(1)
| |
Represents amounts from Telos 1, Telos 2, Telos 3 and Telos 4, which
have been deconsolidated for the period that we did not own the
subordinated notes. See Note —(15) Assets and Liabilities of
Consolidated CLOs, in the accompanying consolidated financial
statements, regarding the deconsolidation of certain of our CLOs.
|
|
(2)
| |
Includes losses of $4.5 million and $3.3 million from Telos 2 and
Telos 4 for the three and six months ended June 30, 2015,
respectively. Both were deconsolidated and sold in the second
quarter of 2015.
|
|
(3)
| |
Management fees to Telos are shown net of any management fee
participation by Telos to others.
|
| |
|

View source version on businesswire.com: http://www.businesswire.com/news/home/20160805005728/en/
Tiptree Financial Inc.
Investor Relations, 212-446-1400
ir@tiptreefinancial.com
Source: Tiptree Financial Inc.