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8-K - FORM 8-K - MEADOWBROOK INSURANCE GROUP INCk49195e8vk.htm
Exhibit 99.1
Expense Reclassification Explanation Supplement to the First Quarter 2010 Earnings Release Filed on Form 8-k May 3, 2010


 

2 Forward Looking Statements Certain statements made by Meadowbrook Insurance Group, Inc. in this presentation may constitute forward-looking statements including, but not limited to, those statements that include the words "believes," "expects," "anticipates," "estimates," or similar expressions. Please refer to the Company's most recent 10-K, 10-Q, and other Securities and Exchange Commission filings for more information on risk factors. Actual results could differ materially. These forward- looking statements involve risks and uncertainties including, but not limited to the following: the frequency and severity of claims; uncertainties inherent in reserve estimates; catastrophic events; a change in the demand for, pricing of, availability or collectibility of reinsurance; increased rate pressure on premiums; obtainment of certain rate increases in current market conditions; investment rate of return; changes in and adherence to insurance regulation; actions taken by regulators, rating agencies or lenders; obtainment of certain processing efficiencies; changing rates of inflation; and general economic conditions. Meadowbrook is not under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.


 

3 Table of Contents Background for the Expense Reclassification Changes to the Income Statement Expense Line Items 2009 Year End Income Statement Reflecting the Expense Reclassification 2009 Quarterly and Annual Income Statements - As Reported and After the Expense Reclassification 2009 Select Financial Data - As Reported and After the Expense Reclassification After the Expense Reclassification, Q1 2010 vs. Q1 2009 Q1 2010 Pro Forma Income Statement without the Expense Reclassification


 

4 Background for the Expense Reclassification We recently completed a comprehensive cost study to analyze our internal expenses As a result, we have refined our process for tracking expenses on a functional basis and can more accurately allocate internal expenses based on the following categories: Net losses and loss adjustment expenses Policy acquisition and other underwriting expenses General, selling & administrative expenses General corporate expenses By better aligning the allocation of expenses with the revenue sources and financial statement captions we believe that we have enhanced the transparency of our financial reporting in the following ways: Our combined ratio, a non-GAAP measure, can now be re-calculated from the consolidated statement of income The expense categories are aligned with revenues on a functional basis These reclassifications have no impact on consolidated net income or operating earnings The presentation of the financial statements related to our first quarter 2010 results reflect the new expense classifications In our earnings release, we reclassified first quarter 2009 expenses to facilitate a year over year comparison All future earnings releases as well as quarterly and annual filings will be presented consistently with the reclassified presentation described herein To facilitate future 2010 year over year comparisons, this document provides a comparison that converts 2009 quarterly and annual reported results to the new format This document also includes first quarter 2010 results as if we had not undertaken the expense reclassification


 

5 Changes to the Income Statement Expense Line Items Prior to the Expense Reclassification After the Expense Reclassification Expense Line Items Description of Changes Net losses and loss adjustment expenses This category now reflects all applicable loss and loss adjustment expenses, including the portion of internal salaries and benefits and administrative expenses that had previously been reported in other expense captions. As a result, the loss and loss adjustment expense ratio can be recalculated directly from the income statement. Policy acquisition and other underwriting expenses This category now reflects all applicable policy acquisition and other underwriting expenses, including the portion of internal salaries and benefits and other administrative expenses that had previously been reported in other expense captions. This category also includes bad debt expense and policyholder dividends that were previously included in other administrative expenses and were not included in our expense ratio reconciliation. General selling & administrative expenses This new income statement caption reflects all expenses associated with activities related to commissions and fee for service activities. These expenses were previously reported as a portion of salaries and benefits and other administrative expenses. Expenses related to the generation of managed fee revenue and net commission revenue General corporate expense This new income statement caption reflects costs related to other overhead and holding company expenses such as certain management compensation, director/board fees, and SEC fees. Amortization Expense No change Interest expense No change General Corprate Expenses Expenses related to our underwriting activities Expense Line Items Description of Changes Consolidated net losses and loss adjustment expenses This expense cateogry included all loss and loss adjustment expenses, but did not include the portion of internal salaries and benefits and administrative expenses related to claims. Consolidated policy acquisition and other underwriting expenses This expense cateogry included all policy acquisition and other underwriting expenses, but did not include the portion of internal salaries and benefits and administrative expenses related to underwriting. Other administrative expenses This category included a variety of administrative expenses including audit, legal, depreciation, corporate insurance, bad debt expense and policyholder dividends. Subsequent to the expense reclassificiation, these items have been allocated to (1) net losses and loss adjustment expenses, (2) policy acquisition and other underwriting expenses, (3) general selling & administrative expenses, and (4) general corporate expense based on the character of the expense. Salaries & employee benefits This category included all salary and benefit expenses incurred from Meadowbrook, Inc. employees. Subsequent to the expense reclassification these expenses have been allocated to (1) net losses and loss adjustment expenses, (2) policy acquisition and other underwriting expenses, (3) general selling & administrative expenses, and (4) general corporate expenses based on the character of the expense. Amortization expense No change Interest expense No change


 

6 2009 Year End Income Statement Reflecting the Expense Reclassification Year End 2009 NOTE: Net Income and Operating Income are NOT impacted by the revised presentation. Reclass Descriptions: (A) Salaries and benefits have been allocated to (1) net loss and loss adjustment expenses, (2) policy acquisition and other underwriting expenses, (3) general selling & administrative expenses, and (4) general corporate expense based on the character of these expenses. In prior periods, salaries and benefits were included as a separate expense category. This category has now been eliminated. (B) Other administrative expenses have been allocated to (1) net loss and loss adjustment expenses, (2) policy acquisition and other underwriting expenses, (3) general selling & administrative expenses, and (4) general corporate expense based on the character of these expenses. In prior periods, other administrative expenses were included as a separate expense category. This category has now been eliminated. (C) Policy acquisition and other underwriting expenses have been adjusted to include charges related to bad debt expense and policyholder dividends. Previously these expenses were included in other administrative expenses and were excluded from the expense ratio and combined ratio calculations. This change increased the expense ratio in the revised presentation. (In Thousands, Except Share & Per Share Data) Actual Year End 2009 Year End Revised Year End 2009 Reclass Presentation INCOME STATEMENT REVENUES Net premiums earned 539,602 $ - $ 539,602 $ Commissions and fees (net) 37,881 37,881 Net investment income 50,366 50,366 Net capital gains (losses) (225) (225) Total Revenues 627,624 627,624 EXPENSES Net losses & loss adj. expenses 307,087 20,339 327,426 Salaries and employee benefits 80,923 (80,923) (A) Policy acquisition and other underwriting expenses 110,715 64,419 175,134 Other Administrative expenses 39,413 (39,413) (B) - General selling & administrative expenses - 29,601 29,601 General Corporate Expense - 5,977 5,977 Amortization expense 5,781 - 5,781 Interest expense 10,596 - 10,596 Total Expenses 554,515 - 554,515 PRETAX INCOME 73,109 - 73,109 Income tax expense 21,321 21,321 Equity earnings of affiliates, net of tax 874 874 Equity earnings of unconsolidated subsidiaries, net of tax (12) (12) NET INCOME 52,650 $ - $ 52,650 $ OPERATING INCOME 53,515 $ - $ 53,515 $ Amortization expense 5,781 - 5,781 OPERATING INCOME, excluding amortization expense 59,296 $ - $ 59,296 $ OPERATING RATIO ANALYSIS Net premiums earned 539,602 $ - $ 539,602 $ Consolidated net loss and LAE 307,087 20,339 327,426 Intercompany fees 20,339 (20,339) - Unconsolidated net loss and LAE 327,426 - 327,426 GAAP Loss Ratio 60.7% 0.0% 60.7% Consolidated policy acquisition and other underwriting expenses 110,715 64,419 (C) 175,134 Intercompany administrative and other underwriting expenses 61,422 (61,422) - Unconsolidated policy acquisition and other underwriting expenses 172,137 2,997 175,134 GAAP Expense Ratio 31.9% 0.6% 32.5% GAAP Combined Ratio 92.6% 0.6% 93.2% Other insurance company expenses previously included in other administrative costs not included in unconsolidated other underwriting expenses (1) 2,997 (2,997) (C) - Year End 2009


 

7 2009 Quarterly and Annual Income Statements - As Reported and After the Expense Reclassification As Reported After the Expense Reclassification (In Thousands, Except Share & Per Share Data) Q1 Q2 Q3 Q4 Full Year Unaudited Unaudited Unaudited Unaudited Audited INCOME STATEMENT REVENUES Net premiums earned 129,038 $ 127,140 $ 137,399 $ 146,025 $ 539,602 $ Commissions and fees (net) 10,237 8,396 10,753 8,495 37,881 Net investment income 12,342 12,397 12,764 12,863 50,366 Net capital gains (losses) (1,992) (958) (742) 3,467 (225) Total Revenues 149,625 146,975 160,174 170,850 627,624 EXPENSES Net losses and loss adjustment expenses 69,787 70,464 83,553 83,283 307,087 Salaries and employee benefits 19,827 19,945 19,630 21,521 80,923 Policy acquisition and other underwriting expenses 23,969 27,139 28,824 30,783 110,715 Other administrative expenses 10,393 9,917 9,013 10,090 39,413 Amortization expense 1,508 1,420 1,422 1,431 5,781 Interest expense 2,782 2,659 2,620 2,535 10,596 Total Expenses 128,266 131,544 145,062 149,643 554,515 PRETAX INCOME 21,359 15,431 15,112 21,207 73,109 Income tax expense 7,869 3,823 4,156 5,473 21,321 Equity earnings of affiliates, net of tax - - - 874 874 Equity earnings of unconsolidated subsidiaries, net of tax 50 37 62 (161) (12) NET INCOME 13,540 $ 11,645 $ 11,018 $ 16,447 $ 52,650 $ 2009 (In Thousands, Except Share & Per Share Data) Q1 Q2 Q3 Q4 Full Year Unaudited Unaudited Unaudited Unaudited Unaudited INCOME STATEMENT REVENUES Net premiums earned 129,038 $ 127,140 $ 137,399 $ 146,025 $ 539,602 $ Commissions and fees (net) 10,237 8,396 10,753 8,495 37,881 Net investment income 12,342 12,397 12,764 12,863 50,366 Net capital gains (losses) (1,992) (958) (742) 3,467 (225) Total Revenues 149,625 146,975 160,174 170,850 627,624 EXPENSES Net losses and loss adjustment expenses 74,895 75,459 88,602 88,470 327,426 Policy acquisition and other underwriting expenses 38,993 43,092 43,087 49,962 175,134 General selling and administrative expenses 8,166 7,594 8,277 5,564 29,601 General corporate expenses 1,922 1,320 1,054 1,681 5,977 Amortization expense 1,508 1,420 1,422 1,431 5,781 Interest expense 2,782 2,659 2,620 2,535 10,596 Total Expenses 128,266 131,544 145,062 149,643 554,515 PRETAX INCOME 21,359 15,431 15,112 21,207 73,109 Income tax expense 7,869 3,823 4,156 5,473 21,321 Equity earnings of affiliates, net of tax - - - 874 874 Equity earnings of unconsolidated subsidiaries, net of tax 50 37 62 (161) (12) NET INCOME 13,540 $ 11,645 $ 11,018 $ 16,447 $ 52,650 $ 2009


 

8 2009 Select Financial Data - As Reported and After the Expense Reclassification (1) ) Policy acquisition and other underwriting expenses have been adjusted to include charges related to bad debt expense and policyholder dividends. Previously these expenses were included in other administrative expenses and were excluded from the expense ratio and combined ratio calculations. This change increased the expense ratio in the revised presentation. As Reported After the Expense Reclassification (In Thousands, Except Share & Per Share Data) Q1 Q2 Q3 Q4 Full Year Unaudited Unaudited Unaudited Unaudited Unaudited OPERATING INCOME 16,337 $ 11,932 $ 11,688 $ 13,558 $ 53,515 $ Amortization expense 1,508 1,420 1,422 1,431 5,781 OPERATING INCOME, excluding amortization expense 17,845 $ 13,352 $ 13,110 $ 14,989 $ 59,296 $ OPERATING RATIO ANALYSIS Net premiums earned 129,038 $ 127,140 $ 137,399 $ 146,025 $ 539,602 $ Consolidated net loss and LAE 69,787 70,464 83,553 83,283 307,087 Intercompany fees 5,108 4,995 5,049 5,187 20,339 Unconsolidated net loss and LAE 74,895 75,459 88,602 88,470 327,426 GAAP Loss Ratio 58.0% 59.4% 64.5% 60.6% 60.7% Consolidated policy acquisition and other underwriting expenses 23,969 27,139 28,824 30,783 110,715 Intercompany administrative and other underwriting expenses 14,366 15,201 13,428 18,427 61,422 Unconsolidated policy acquisition and other underwriting expenses 38,335 42,340 42,252 49,210 172,137 GAAP Expense Ratio 29.7% 33.3% 30.8% 33.7% 31.9% GAAP Combined Ratio 87.7% 92.7% 95.3% 94.3% 92.6% Other insurance company expenses previously included in other administrative costs not included in unconsolidated other underwriting expenses (1) 658 751 836 752 2,997 2009 (In Thousands, Except Share & Per Share Data) Q1 Q2 Q3 Q4 Full Year Unaudited Unaudited Unaudited Unaudited Unaudited OPERATING INCOME 16,337 $ 11,932 $ 11,688 $ 13,558 $ 53,515 $ Amortization expense 1,508 1,420 1,422 1,431 5,781 OPERATING INCOME, excluding amortization expense 17,845 $ 13,352 $ 13,110 $ 14,989 $ 59,296 $ OPERATING RATIO ANALYSIS Net premiums earned 129,038 $ 127,140 $ 137,399 $ 146,025 $ 539,602 $ Consolidated net loss and LAE 74,895 75,459 88,602 88,470 327,426 Intercompany fees - - - - - Unconsolidated net loss and LAE 74,895 75,459 88,602 88,470 327,426 GAAP Loss Ratio 58.0% 59.4% 64.5% 60.6% 60.7% Consolidated policy acquisition and other underwriting expenses 38,993 43,092 43,087 49,962 175,134 Intercompany administrative and other underwriting expenses - - - - - Unconsolidated policy acquisition and other underwriting expenses 38,993 43,092 43,087 49,962 175,134 GAAP Expense Ratio 30.2% 33.9% 31.4% 34.2% 32.5% GAAP Combined Ratio 88.2% 93.3% 95.9% 94.8% 93.2% Other insurance company expenses previously included in other administrative costs not included in unconsolidated other underwriting expenses (1) - - - - - 2009


 

9 After the Expense Reclassification Q1 2010 v. Q1 2009 Comparison First Quarter 2009 and 2010 (In Thousands, Except Share & Per Share Data) Reported After Reclass 2010 2009 INCOME STATEMENT REVENUES Net premiums earned 151,441 $ 129,038 $ Commissions and fees (net) 9,868 10,237 Net investment income 13,029 12,342 Net capital gains (losses) (134) (1,992) Total Revenues 174,204 149,625 EXPENSES Net losses and loss adjustment expenses 87,480 74,895 Policy acquisition and other underwriting expenses 51,879 38,993 General selling & administrative expenses 5,906 8,166 General corporate expense 1,977 1,922 Amortization expense 1,401 1,508 Interest expense 2,443 2,782 Total Expenses 151,086 128,266 23,118 21,359 Income tax expense 7,658 7,869 Equity earnings of affiliates, net of tax 522 - Equity earnings of unconsolidated subsidiaries, net of tax 452 50 NET INCOME 16,434 $ 13,540 $ Less: Net realized gains (losses), net of tax (387) (2,797) OPERATING INCOME 16,821 $ 16,337 $ Amortization expense 1,401 1,508 OPERATING INCOME, excluding amortization expense 18,222 $ 17,845 $ Diluted earnings per common share Net income 0.30 $ 0.24 $ Net operating income 0.30 $ 0.28 $ Net operating income excluding amortization expense 0.33 $ 0.31 $ Diluted weighted average shares outstanding 55,477,098 57,410,327 GAAP Ratios Loss and LAE ratio 57.8% 58.0% Other underwriting expense ratio 34.3% 30.2% GAAP combined ratio 92.1% 88.2% First Quarter INCOME BEFORE INCOME TAXES AND EQUITY EARNINGS OF AFFILIATES AND UNCONSOLIDTAED SUBSIDIARIES


 

10 Q1 2010 Pro Forma Income Statement without the Expense Reclassification First Quarter 2010 NOTE: Net Income and Operating Income are NOT impacted by the revised presentation. Reclass Descriptions: (A) Salaries and benefits have been allocated to (1) net loss and loss adjustment expenses, (2) policy acquisition and other underwriting expenses, (3) general selling & administrative expenses, and (4) general corporate expense based on the character of these expenses. In prior periods, salaries and benefits were included as a separate expense category. This category has now been eliminated. (B) Other administrative expenses have been allocated to (1) net loss and loss adjustment expenses, (2) policy acquisition and other underwriting expenses, (3) general selling & administrative expenses, and (4) general corporate expense based on the character of these expenses. In prior periods, other administrative expenses were included as a separate expense category. This category has now been eliminated. (C) Policy acquisition and other underwriting expenses have been adjusted to include charges related to bad debt expense and policyholder dividends. Previously these expenses were included in other administrative expenses and were excluded from the expense ratio and combined ratio calculations. This change increased the expense ratio in the revised presentation. (In Thousands, Except Share & Per Share Data) unaudited Proforma First Quarter 2010 proforma First Quarter 2010 Before Reclassification reclass Reported INCOME STATEMENT REVENUES Net premiums earned 151,441 $ - $ 151,441 $ Commissions and fees (net) 9,868 - 9,868 Net investment income 13,029 - 13,029 Net capital gains (losses) (134) - (134) Total Revenues 174,204 - 174,204 EXPENSES Net losses and loss adjustment expenses 83,477 4,003 87,480 Salaries & employee benefits 21,148 (21,148) (A) - Policy acquisition and other underwriting expenses 32,976 18,903 51,879 Other administrative expenses 9,641 (9,641) (B) General selling and administrative expenses - 5,906 5,906 General corporate expenses - 1,977 1,977 Amortization expense 1,401 - 1,401 Interest expense 2,443 - 2,443 Total Expenses 151,086 - 151,086 INCOME BEFORE INCOME TAXES AND EQUITY EARNINGS 23,118 - 23,118 Income tax expense 7,658 - 7,658 Equity earnings of affiliates, net of tax 522 522 Equity earnings of unconsolidated subsidiaries, net of tax 452 - 452 NET INCOME 16,434 $ - $ 16,434 $ OPERATING INCOME $16,821 - $ $16,821 Amortization expense 1,401 - 1,401 OPERATING INCOME, excluding amortization expense 18,222 $ - $ 18,222 $ OPERATING RATIO ANALYSIS Net premiums earned 151,441 $ - $ 151,441 $ Consolidated net loss and LAE 83,477 4,003 87,480 Intercompany fees 4,003 (4,003) - Unconsolidated net loss and LAE 87,480 - 87,480 GAAP Loss Ratio 57.8% 0.0% 57.8% Consolidated policy acquisition and other underwriting expenses 32,976 18,903 51,879 Intercompany administrative and other underwriting expenses 18,083 (18,083) - Unconsolidated policy acquisition and other underwriting expenses 51,059 820 51,879 GAAP Expense Ratio 33.7% 0.5% 34.3% GAAP Combined Ratio 91.5% 0.5% 92.1% Other insurance company expenses previously included in other administrative costs not included in unconsolidated other underwriting expenses (1) 820 (820) (C) - First Quarter 2010