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8-K - FORM 8-K - EMERGENT CAPITAL, INC. | d468894d8k.htm |
Exhibit 99.1
Imperial Holdings, Inc. Announces Third Quarter 2012 Results
Boca Raton, FL, January 15, 2013 Imperial Holdings, Inc. (NYSE: IFT) (Imperial or the Company), a specialty finance company with a focus on providing liquidity solutions to owners of illiquid financial assets, today announced financial results for its third quarter ended September 30, 2012.
Total income (loss) was ($14.2 million) for the three months ended September 30, 2012, compared to total income (loss) of ($1.8 million) for the three months ended September 30, 2011, an increase of $12.4 million. Total expenses were $17.3 million for the three months ended September 30, 2012, compared to $18.6 million for the three months ended September 30, 2011, a decrease of $1.3 million. A significant portion of the Companys expenses during third quarter of 2012 is attributable to the proposed settlements of the class action and related litigation that arose in the wake of the now settled federal investigation of the Companys legacy premium finance business. The Company established a reserve for the settlements with a corresponding receivable for insurance recoveries. The net expense of $5.1 million is included in the Companys total expenses for the three months ended September 30, 2012. Included in this amount is a non-cash charge of $3.1 million associated with the future issuance of 2 million warrants and $500,000 associated with the future issuance of common stock, as contemplated in the proposed settlement terms. The final value of the warrants will be determined at issuance. The Company posted a net loss of $31.5 million or $1.48 per fully diluted share for the three ended September 30, 2012, compared to a net loss of $12.6 million, or $0.59 per fully diluted share, for the three months ended September 30, 2011.
In our life finance segment, income (loss) was ($17.0 million) during the third quarter of 2012 compared to income (loss) of ($5.5 million) for the third quarter of 2011, an increase of $11.5 million. Income (loss) was driven by a ($17.5 million) aggregate decline in the fair value of the Companys portfolio of 212 life insurance policies to $102.3 million. This decline resulted from applying updated life expectancy reports, which the Company began procuring in anticipation of
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a capital raising transaction. At September 30, 2012, however, the Company only applied updated reports with respect to 143 of the 212 lives represented in its portfolio and believes that insureds who have deteriorated in health are generally less likely to be responsive to requests for updated medical information. As such, any deteriorations in the health of unresponsive insureds are not reflected in the fair value calculation for the third quarter. For the year ago quarter, the life finance segment posted income (loss) of ($5.5 million), inclusive of a $14.1 decline, to $92.0 million, in the fair value of the Companys then portfolio of 170 life insurance policies. Fair value of the Companys investment in life settlements compared to the prior year period was also negatively impacted by the increase in weighted average discount rate used in the Companys fair value model to 24.61% at September 30, 2012 from 19.51% at September 30, 2011. Segment expenses were $3.7 million during the three months ended September 30, 2012 compared to $11.2 million during the three months ended September 30, 2011, a decline of $7.5 million. Segment operating loss was $20.7 million during the three months ended September 30, 2012, an increase of $4.0 million over segment operating loss of $16.7 million recorded during the three months ended September 30, 2011.
In our Structured Settlement business segment, income was $2.8 million for the three months ended September 30, 2012 compared to $3.4 million for the three months ended September 30, 2011. Segment expenses decreased by $1.6 million to $5.3 million during the third quarter of 2012 compared to $6.9 million in the year ago period, driven by a decrease in advertising expenses of $720,000 and payroll and related costs of $516,000 attributable to a reduction of head count. Segment operating loss was $2.5 million during the three months ended September 30, 2012 compared to segment operating losses of $3.5 million recorded during the three months ended September 30, 2011. The Company originated 253 transactions during the third quarter of 2012 compared to 211 during the same period of 2011, a 19.9% increase.
As of September 30, 2012, the Company had $40.6 million of cash and cash equivalents, and marketable securities. The Company has subsequently reported it has cash and cash equivalents, and marketable securities of $20.3 million at December 31, 2012. The aggregate face value of the Companys portfolio of life insurance policies was $1.1 billion and the book value of the company at September 30, 2012 was $6.14 per share.
Antony Mitchell, Chief Executive Officer, commented, Our financial results during the quarter were impacted adversely by non-cash adjustments to the fair value of our investments in life
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settlements. The decrease in portfolio value resulted from updating certain life expectancy reports in anticipation of a potential financing transaction. Moving forward, we are keenly focused on our cash position and are pursuing financing opportunities to ensure the preservation and maximization of the value of our balance sheet assets.
To that end, in our Structured Settlements business segment, we have better aligned our expenses with revenues and expect to operate that business segment near breakeven or better starting with the first quarter of 2013, concluded Mr. Mitchell.
About Imperial Holdings, Inc.
Imperial is a leading specialty finance company that, through its operating subsidiaries, provides customized liquidity solutions to owners of illiquid financial assets. Imperials primary operating units are Life Finance and Structured Settlements. In its Life Finance unit, Imperial purchases and sells life insurance policies. In its Structured Settlements unit, Imperial purchases from individuals long-term annuity payments issued by highly rated U.S. insurance companies. More information about Imperial can be found at www.imperial.com.
Safe Harbor Statement
This press release may contain certain forward-looking statements relating to the business of Imperial Holdings, Inc. and its subsidiary companies. All statements, other than statements of historical fact included herein are forward-looking statements. These forward-looking statements are often identified by the use of forward-looking terminology such as believes, expects or similar expressions, and involve known and unknown risks and uncertainties. Although Imperial believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Imperials actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the Companys ability to resolve the previously disclosed issues relating to the delay in its ability to complete and file its periodic reports; unanticipated issues that require additional efforts, procedures or review; ability of the Company or its independent registered public accounting firm to confirm relevant information or data; the Companys ability to design or improve internal controls to address identified issues; the impact upon operations of legal compliance matters or internal controls review; the investigation by the Securities and Exchange Commission, and potential adverse outcomes associated with the investigations, including payments or fines the Company may be required to make, restrictions placed upon the Company and legal proceedings that may relate to these matters; the possibility that payments due to the Company under certain policies may be delayed; the amount of legal expenses for which the Company is reimbursed under its directors and officers insurance policy; the accuracy of actuarial assumptions underlying the Companys models; the effect of policy premium payments on the Companys liquidity; the Companys continued ability to pay policy premiums; unanticipated accounting issues or audit issues regarding the financial data for the affected periods and future periods; and expenses associated with the foregoing, including costs of legal compliance matters or matters relating to the ongoing internal investigation and additional matters discussed in Imperials periodic reports that are filed with the Securities and Exchange Commission and available on its website at www.sec.gov. All forward-looking statements attributable to Imperial or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, Imperial does not assume a duty to update these forward-looking statements.
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Contact:
David Sasso
Imperial Holdings, Inc.
Director- Investor Relations
561.672.6114
IR@imperial.com
www.imperial.com
-SELECTED FINANCIAL TABLES FOLLOW-
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Imperial Holdings, Inc. and Subsidiaries
CONSOLIDATED AND COMBINED BALANCE SHEETS
September 30, | December 31, | |||||||
2012 | 2011 | |||||||
(Unaudited) | ||||||||
(In thousands except share data) | ||||||||
ASSETS | ||||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 16,455 | $ | 16,255 | ||||
Restricted cash |
1,148 | 691 | ||||||
Certificate of deposit - restricted |
| 891 | ||||||
Investment securities available for sale, at estimated fair value |
24,173 | 57,242 | ||||||
Deferred costs, net |
123 | 1,874 | ||||||
Prepaid expenses and other assets |
14,634 | 3,277 | ||||||
Deposits - other |
2,078 | 761 | ||||||
Interest receivable, net |
1,356 | 5,758 | ||||||
Loans receivable, net |
5,394 | 29,376 | ||||||
Structured settlement receivables at estimated fair value, net |
2,496 | 12,376 | ||||||
Structured settlement receivables at cost, net |
1,783 | 1,553 | ||||||
Investment in life settlements, at estimated fair value |
102,328 | 90,917 | ||||||
Fixed assets, net |
289 | 585 | ||||||
Other receivable |
2,062 | 1,043 | ||||||
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Total assets |
$ | 174,319 | $ | 222,599 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
Liabilities |
||||||||
Accounts payable and accrued expenses |
$ | 11,237 | $ | 16,336 | ||||
Other liabilities |
24,993 | 4,279 | ||||||
Interest payable |
358 | 5,505 | ||||||
Notes payable |
1,222 | 19,277 | ||||||
Income taxes payable |
6,295 | 6,295 | ||||||
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Total liabilities |
44,105 | 51,692 | ||||||
Commitments and contingencies (Note 16) |
||||||||
Stockholders Equity |
||||||||
Common stock (par value $0.01 per share 80,000,000 and 80,000,000 authorized; 21,206,121 and 21,202,614 issued and outstanding as of September 30, 2012 and December 31, 2011, respectively) |
212 | 212 | ||||||
Additional paid-in-capital |
237,960 | 237,755 | ||||||
Accumulated other comprehensive (loss) |
7 | (66 | ) | |||||
Accumulated deficit |
(107,965 | ) | (66,994 | ) | ||||
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Total stockholders equity |
130,214 | 170,907 | ||||||
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Total liabilities and stockholders equity |
$ | 174,319 | $ | 222,599 | ||||
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Imperial Holdings, Inc. and Subsidiaries
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Income |
||||||||||||||||
Agency fee income |
$ | | $ | 937 | $ | | $ | 6,564 | ||||||||
Interest income |
252 | 2,289 | 1,856 | 7,031 | ||||||||||||
Interest and dividends on investment securities available for sale |
72 | 247 | 332 | 441 | ||||||||||||
Origination fee income |
45 | 1,753 | 483 | 5,858 | ||||||||||||
Realized gain on sale of structured settlements |
2,187 | 2,240 | 7,796 | 5,457 | ||||||||||||
Realized gain on sale of life settlements |
| | 291 | 5 | ||||||||||||
Gain on forgiveness of debt |
| 198 | | 4,880 | ||||||||||||
Unrealized change in fair value of life settlements |
(17,530 | ) | (14,074 | ) | (8,401 | ) | 14,811 | |||||||||
Unrealized change in fair value of structured settlements |
409 | 928 | 1,587 | 2,145 | ||||||||||||
Servicing fee income |
271 | 376 | 955 | 1,447 | ||||||||||||
Gain on maturities of life settlements with subrogation rights, net |
| 3,188 | 6,090 | 3,188 | ||||||||||||
Other income |
123 | 155 | 989 | 481 | ||||||||||||
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Total income |
(14,171 | ) | (1,763 | ) | 11,978 | 52,308 | ||||||||||
Expenses |
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Interest expense |
141 | 1,660 | 1,219 | 7,431 | ||||||||||||
Provision for losses on loans receivable |
| 3,583 | 441 | 3,712 | ||||||||||||
(Gain) loss on loan payoffs and settlements, net |
(139 | ) | 261 | 14 | 3,927 | |||||||||||
Loss on life settlement write off |
140 | | 140 | | ||||||||||||
Amortization of deferred costs |
254 | 1,409 | 1,751 | 4,913 | ||||||||||||
Personnel costs |
3,595 | 4,836 | 12,317 | 14,158 | ||||||||||||
Marketing costs |
1,034 | 1,754 | 4,481 | 4,185 | ||||||||||||
Legal fees |
9,328 | 1,821 | 22,918 | 4,187 | ||||||||||||
Professional fees |
1,559 | 1,452 | 5,272 | 4,238 | ||||||||||||
Insurance |
626 | 186 | 1,712 | 548 | ||||||||||||
Other selling, general and administrative expenses |
771 | 1,652 | 2,730 | 4,173 | ||||||||||||
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Total expenses |
17,309 | 18,614 | 52,995 | 51,472 | ||||||||||||
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(Loss) income before income taxes |
(31,480 | ) | (20,377 | ) | (41,017 | ) | 836 | |||||||||
(Benefit) provision for income taxes |
(5 | ) | (7,827 | ) | (46 | ) | 1,352 | |||||||||
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Net loss |
$ | (31,475 | ) | $ | (12,550 | ) | $ | (40,971 | ) | $ | (516 | ) | ||||
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Loss per share: |
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Basic |
$ | (1.48 | ) | $ | (0.59 | ) | $ | (1.93 | ) | $ | (0.03 | ) | ||||
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Diluted |
$ | (1.48 | ) | $ | (0.59 | ) | $ | (1.93 | ) | $ | (0.03 | ) | ||||
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Weighted average shares outstanding: |
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Basic |
21,206,121 | 21,202,614 | 21,205,622 | 18,728,435 | ||||||||||||
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Diluted |
21,206,121 | 21,202,614 | 21,205,622 | 18,728,435 | ||||||||||||
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Structured Settlements Business Segment Data
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Period Originations: |
||||||||||||||||
Number of transactions |
253 | 211 | 756 | 618 | ||||||||||||
Number of transactions from repeat customers |
94 | 78 | 263 | 218 | ||||||||||||
Average purchase discount rate |
18.9 | % | 17.6 | % | 18.8 | % | 18.0 | % | ||||||||
Face value of undiscounted future payments purchased |
$ | 34,186 | $ | 26,033 | $ | 99,565 | $ | 67,749 | ||||||||
Amount paid for settlements purchased |
$ | 5,604 | $ | 5,774 | $ | 17,519 | $ | 14,425 | ||||||||
Marketing costs |
$ | 1,034 | $ | 1,806 | $ | 4,481 | $ | 4,266 | ||||||||
Selling, general and administrative (excluding marketing costs) |
$ | 4,226 | $ | 5,095 | $ | 12,392 | $ | 10,969 | ||||||||
Average Per Origination During Period: |
||||||||||||||||
Face value of undiscounted future payments purchased |
$ | 135 | $ | 123 | $ | 132 | $ | 110 | ||||||||
Amount paid for settlement purchased |
$ | 22 | $ | 27 | $ | 23 | $ | 23 | ||||||||
Time from funding to maturity (months) |
121.9 | 147.9 | 129.2 | 151.9 | ||||||||||||
Marketing cost per transaction |
$ | 4 | $ | 9 | $ | 6 | $ | 7 | ||||||||
Segment selling, general and administrative (excluding marketing costs) per transaction |
$ | 17 | $ | 24 | $ | 16 | $ | 18 | ||||||||
Period Sales: |
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Number of transactions originated and sold |
252 | 178 | 692 | 586 | ||||||||||||
Realized gain on sale of structured settlements |
$ | 2,187 | $ | 2,243 | $ | 7,796 | $ | 5,460 | ||||||||
Average sale discount rate |
10.7 | % | 10.6 | % | 10.7 | % | 10.3 | % | ||||||||
End of Period Portfolio: |
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Number of transactions on balance sheet |
130 | 115 | 130 | 115 |
Life Finance Business Segment Data
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
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2012 | 2011 | 2012 | 2011 | |||||||||||||
Period Acquisitions Policies Owned |
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Number of policies acquired |
9 | 52 | 29 | 131 | ||||||||||||
Average age of insured at acquisition |
76.1 | 78.4 | 75.1 | 78.2 | ||||||||||||
Average life expectancy - Calculated LE (Years) |
12.7 | 10.1 | 13.4 | 10.1 | ||||||||||||
Average death benefit |
$ | 4,817 | $ | 5,547 | $ | 5,206 | $ | 5,056 | ||||||||
Aggregate purchase price |
$ | 2,255 | $ | 24,451 | $ | 5,034 | $ | 50,155 | ||||||||
End of Period Policies Owned |
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Number of policies owned |
212 | 170 | 212 | 170 | ||||||||||||
Average Life Expectancy - Calculated LE (Years) |
10.5 | 10.5 | 10.5 | 10.5 | ||||||||||||
Aggregate Death Benefit |
$ | 1,058,156 | $ | 853,492 | $ | 1,058,156 | $ | 853,492 | ||||||||
Aggregate fair value |
$ | 102,328 | $ | 91,967 | $ | 102,328 | $ | 91,967 | ||||||||
Monthly premium average per policy |
$ | 10.9 | $ | 11.0 | $ | 10.9 | $ | 11.0 | ||||||||
End of Period Loan Portfolio |
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Loans receivable, net |
$ | 5,394 | $ | 46,446 | $ | 5,394 | $ | 46,446 | ||||||||
Number of policies underlying loans receivable |
31 | 179 | 31 | 179 | ||||||||||||
Aggregate death benefit of policies underlying loans receivable |
$ | 135,725 | $ | 868,752 | $ | 135,725 | $ | 868,752 | ||||||||
Number of loans with insurance protection |
11 | 121 | 11 | 121 | ||||||||||||
Loans receivable, net (insured loans only) |
$ | 1,821 | $ | 29,923 | $ | 1,821 | $ | 29,923 | ||||||||
Average Per Loan: |
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Age of insured in loans receivable |
75.8 | 75.2 | 75.8 | 75.2 | ||||||||||||
Life expectancy of insured (years) |
15.2 | 15.2 | 15.2 | 15.2 | ||||||||||||
Monthly premium |
$ | 6 | $ | 6 | $ | 6 | $ | 6 | ||||||||
Loan receivable, net |
$ | 186 | $ | 259 | $ | 186 | $ | 259 | ||||||||
Interest rate |
12.9 | % | 12.2 | % | 12.9 | % | 12.2 | % | ||||||||
Period Originations: |
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Number of loans originated (by type): |
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Type 1* |
| 6 | | 44 | ||||||||||||
Type 2** |
| 2 | | 11 | ||||||||||||
Principal balance of loans originated |
$ | | $ | 2,549 | $ | | $ | 18,385 | ||||||||
Aggregate death benefit of policies underlying loans originated |
$ | | $ | 38,000 | $ | | $ | 311,850 | ||||||||
Average Per Origination During Period: |
||||||||||||||||
Age of insured at origination |
| 76.0 | | 75.7 | ||||||||||||
Life expectancy of insured (years) |
| 13.8 | | 14.5 | ||||||||||||
Monthly premium (year of origination) |
$ | | $ | 7 | $ | | $ | 11 | ||||||||
Death benefit of policies underlying loans originated |
$ | | $ | 4,750 | $ | | $ | 5,377 | ||||||||
Principal balance of the loan |
$ | | $ | 319 | $ | | $ | 334 | ||||||||
Interest rate charged |
| 14.0 | % | | 14.0 | % | ||||||||||
Agency fee |
$ | | $ | 118 | $ | | $ | 110 | ||||||||
Agency fee as % of principal balance |
||||||||||||||||
Type 1* |
| 43.4 | % | | 39.0 | % | ||||||||||
Type 2** |
| 29.1 | % | | 20.7 | % | ||||||||||
Origination fee |
$ | | $ | 80 | $ | | $ | 80 | ||||||||
Annualized origination fee as % of principal balance |
| 18.9 | % | | 24.3 | % |
* | We define Type 1 loans as loans that are collateralized by life insurance policies that have been in force less than two years. |
** | We define Type 2 loans as loans that are collateralized by life insurance policies that have been in force longer than two years. |