Attached files
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| EX-99.2 - EXHIBIT 99.2 - TIPTREE INC. | a9302016presentation.htm |
| 8-K - 8-K - TIPTREE INC. | a8k-er9302016.htm |
Exhibit 99.1
TIPTREE REPORTS THIRD QUARTER 2016 RESULTS
• | Revenues of $134.1 million for the quarter, up 11.0% from prior year period. |
• | Income from continuing operations of $7.8 million for the quarter, up $14.2 million from prior year period. |
• | Net income of $5.9 million for the quarter, up $10.5 million from prior year period. |
• | Adjusted EBITDA from continuing operations(1) of $20.1 million for the quarter, up from $4.9 million in the prior year period. |
• | Book value per share, as exchanged(1) of $9.93, up 11.6% compared to $8.90 as of December 31, 2015. |
• | Declared dividend of $0.025 per share to Class A stockholders of record on November 21, 2016 with a payment date of November 28, 2016. |
New York, New York - November 8, 2016 - Tiptree Financial Inc. (NASDAQ:TIPT) (“Tiptree” or the “Company”), a diversified holding company which operates in the insurance and insurance services, specialty finance, asset management and real estate industries, today announced its financial results for the three and nine months ended September 30, 2016. This release reports Tiptree on a consolidated basis except where the discussion specifically notes that the amounts are attributable to the Class A common stockholders. Tiptree’s economic interest in its operating subsidiaries is held through Tiptree Financial Partners, L.P. (“TFP”). Tiptree reports a non-controlling interest representing the economic interest of other limited partners of TFP.
($ in millions, except for earnings per share) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||
2016 | 2015 | ’16-‘15 | 2016 | 2015 | ’16-‘15 | ||||||
GAAP | |||||||||||
Total revenues | $134.1 | $120.9 | 11.0% | $399.7 | $311.0 | 28.5% | |||||
Income (loss) from continuing operations | $7.8 | $(6.4) | $14.2 | $22.3 | $(12.0) | $34.3 | |||||
Net income (loss) attributable to Tiptree Financial Inc. Class A common stockholders | $5.9 | $(4.6) | $10.5 | $17.6 | $9.4 | 87.2% | |||||
Diluted earnings per share | $0.19 | $(0.13) | $0.32 | $0.53 | $0.29 | 82.8% | |||||
Non-GAAP(1) | |||||||||||
Adjusted EBITDA from Continuing Operations | $20.1 | $4.9 | 307.1% | $52.9 | $16.8 | 215.6% | |||||
Adjusted EBITDA | $20.1 | $4.9 | 307.1% | $52.9 | $50.0 | 5.8% | |||||
Note: (1) For a reconciliation to U.S. GAAP, see “Non-GAAP Financial Measures” below.
Earnings Conference Call
Tiptree will host a conference call on Wednesday, November 9, 2016 at 10:00 a.m. Eastern Time to discuss its third quarter 2016 financial results. A copy of our investor presentation for the third 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.
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A replay of the call will be available from Wednesday, November 9, 2016 at 2:00 p.m. Eastern Time, until midnight Eastern on Wednesday, November 16, 2016. To listen to the replay, please dial 1-877-870-5176 (domestic) or 1-858-384-5517 (international), Passcode: 13648886.
Third Quarter 2016 Financial Overview
Consolidated Results
For the three months ended September 30, 2016 net income before taxes from continuing operations was $11.6 million which represented an increase of $15.1 million from the three months ended September 30, 2015. The Company earned income before taxes from continuing operations of $27.6 million for the nine months ended September 30, 2016, which was an increase of $38.6 million from the comparable prior year period. 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 real estate operations, increases in mortgage volume and margins due to 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 net income before non-controlling interest of $7.8 million for the three months ended September 30, 2016, an increase of $14.2 million from the three months ended September 30, 2015. The primary drivers of the improvement 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.
For the nine months ended September 30, 2016, net income before non-controlling interests was $22.3 million, an increase of $10.9 million, or 95.6% from the comparable prior year period. The primary drivers of the 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 partially offset by $23.3 million of earnings from discontinued operations in the nine months ended September 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 the tax reorganization effective January 1, 2016.
The Company reported revenues of $134.1 million for the three months ended September 30, 2016, which was an increase of $13.3 million or 11.0% from the prior year period. For the nine months ended September 30, 2016, the Company reported revenues of $399.7 million, an increase of $88.7 million or 28.5% from the nine months ended September 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, improvement in rental income attributable to acquisitions of senior housing properties, and improvement in the performance of our principal investments.
Total Company expenses were $126.6 million for the three months ended September 30, 2016, an increase of $5.4 million or 4.4% from the three months ended September 30, 2015. For the nine months ended September 30, 2016, the Company incurred expenses of $382.2 million, an increase of $63.6 million or 20.0% from the prior year period. The primary drivers of the increase in expenses were commission and loss expenses in insurance and insurance services as a result of the growth in written premiums, higher payroll and commission expense primarily related to increased 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.
Adjusted EBITDA from continuing operations was $20.1 million for the three months ended September 30, 2016, an increase of $15.2 million or 307.1% from the prior year comparable period. For the nine months ended September 30, 2016, the Company reported Adjusted EBITDA from continuing operations of $52.9 million, an increase of $36.1 million or 215.6% from the nine months ended September 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.
Total Company Adjusted EBITDA was $20.1 million for the three months ended September 30, 2016, an increase of $15.2 million from the three months ended September 30, 2015. Adjusted EBITDA for the nine months ended September 30, 2016 was $52.9 million, an increase of $2.9 million from the nine months ended September 30, 2015. The smaller increase for total Adjusted EBITDA versus Adjusted EBITDA from continuing operations was driven by the sale of PFG which contributed
$33.2 million in the nine months ended September 30, 2015.
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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. The acquisition of Fortegra resulted in purchase price accounting adjustments in the 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.
The following discussion of our insurance and insurance services segment also presents operating results and net revenues by product mix information as adjusted to eliminate the effects of purchase price accounting (“As Adjusted”). These As Adjusted results are a non-GAAP financial measure. Due to acquisition accounting, the line items through which revenue and expenses related to acquired contracts are recognized differ from those related to newly originated contracts. As a result, eliminating the effects of purchase accounting 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. The Company believes that presenting this As Adjusted information provides useful information to investors regarding our period-over-period insurance and insurance services segment operations. In addition, management evaluates the operations of our insurance and insurance services segment using this As Adjusted information including for compensation of management of Fortegra.
Insurance and insurance services segment pre-tax income was $8.0 million for the three months ended September 30, 2016, a decrease of $2.1 million or 20.7% over the prior year period operating results. The primary drivers of the decline in period-over-period results was a reduction in net revenues of $5.0 million partially offset by a reduction in depreciation and amortization expenses associated with the VOBA of $2.7 million and reduced operating expenses of $0.2 million.
As Adjusted pre-tax income was $7.6 million for the three months ended September 30, 2016, a decrease of $0.9 million or 10.5%. The primary drivers of the period-over-period decline include a decrease in net revenues of $1.6 million driven by declines in ceding commissions and higher net loss and loss adjustment expense as a result of increased claim activity, from
severe storms in the south and southeast regions of the United States, partially offset by improvements in investment income and earned premiums. As Adjusted operating expenses were down $0.7 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 $25.1 million for the nine months ended September 30, 2016, an increase of $4.7 million or 22.7% 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 $14.6 million, and a reduction in operating expenses of $1.6 million, partially offset by reduced net revenues of $11.6 million.
As Adjusted pre-tax income was $23.6 million for the nine months ended September 30, 2016, an increase of $7.1 million or 43.0%. The primary drivers of the period-over-period improvement include an increase in net revenues of $3.7 million driven by improvements in investment income and increased earned premiums and service fees, partially offset by higher net loss and loss adjustment expense. As Adjusted operating expenses were down $3.4 million as a result of actions taken throughout 2015 to reduce headcount and professional fees in addition to lower interest expense.
The main components of revenue are service and administrative fees, ceding commissions, earned premiums, net and investment income. Total revenues were $79.1 million for the three months ended September 30, 2016, down $8.9 million, or 10.1% over the prior year period. The decrease was primarily driven by reduced ceding commissions of $10.1 million which was a result of severe storms in Louisiana and the southeast United States and was largely offset within commission expense as much of the risk within those products was retained with our partners through producer owned reinsurance companies or ceded to re-insurers. For the quarter, earned premiums increased $3.7 million and investment income increased $2.3 million, which was offset by reductions in service and administrative fees of $3.7 million and other income of $1.0 million.
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Total revenues were $256.2 million for the nine months ended September 30, 2016, up $17.3 million, or 7.2% over the prior year period. The increase was primarily driven by an increase in earned premiums of $17.6 million, or 14.5%, an increase of $7.4 million, or 9.6%, in service and administrative fees, and an increase of $5.4 million in investment income, partially offset by decreases in ceding commissions of $9.0 million and other income of $4.1 million.
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 September 30, 2016 were $21.2 million, a decrease of $2.9 million or 12.1% 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 $0.5 million for the three months ended September 30, 2016 versus $3.1 million in the comparable 2015 period. As adjusted operating expenses of $20.7 million were down period-over-period as a result of the cost reduction efforts described above.
Segment operating expenses for the nine months ended September 30, 2016 were $66.8 million, a decrease of $16.2 million or 19.6% 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 $3.0 million for the nine months ended September 30, 2016 versus $17.2 million in the comparable 2015 period. As Adjusted operating expenses of $64.1 million were down by $3.4 million period-over-period as a result of the cost reduction efforts described above.
Adjusted EBITDA was $11.6 million and $35.0 million for the three and nine months ended September 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 $4.2 million for the three months ended September 30, 2016, compared with $1.3 million for the same period in 2015. The key drivers of the increase were increases in 2016 mortgage origination volume and average loans outstanding at Siena over the prior year period. Segment revenues were $29.0 million for the three months ended September 30, 2016, compared with $19.3 million for the comparable 2015 period, an increase of $9.7 million or 50.0%. Segment expenses were $24.8 million in the three months ended September 30, 2016, compared with $18.1 million in the comparable 2015 period, an increase of $6.7 million or 37.2%. Margins expanded as revenue growth outpaced expense increases as the businesses scaled operations and increased volumes.
For the nine months ended September 30, 2016, specialty finance pre-tax income was $5.5 million compared with $2.3 million for the same period in 2015. Segment revenues were $67.8 million for the nine months ended September 30, 2016, compared with $33.6 million for the comparable 2015 period, an increase of $34.2 million or 101.9%. Segment expenses were $62.3 million in the nine months ended September 30, 2016, compared with $31.3 million in the comparable 2015 period, an increase of $31.0 million or 98.8%. The increases are primarily driven by the acquisition of Reliance and increased originations volume.
Specialty finance Adjusted EBITDA was $4.5 million for the three months ended September 30, 2016 compared to $1.6 million in the prior year period. Adjusted EBITDA was $6.3 million for the nine months ended September 30, 2016 compared to $2.9 million in the prior year period. The increases in Adjusted EBITDA were 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 $0.5 million for the three months ended September 30, 2016, compared with pre-tax loss of $2.6 million for the same period in 2015. For the nine months ended September 30, 2016, Care had a pre-tax loss of $5.5 million compared with pre-tax loss of $8.8 million for the same period in 2015. Since February 2015, Care has invested in fourteen additional senior housing properties: eleven in February and March 2015, two in January and March 2016, and one in August 2016. The increase in the number of properties over those periods has generated higher rental and other income in the 2016
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periods compared with the comparable 2015 periods. However the Company also incurred additional depreciation, amortization and interest expenses as a consequence of the additional properties. As a result, the lower losses in both periods was driven by greater growth in rental income, due to both improvements in the underlying properties and the addition of new properties, than operating expenses, including depreciation and amortization related to purchase accounting for acquired properties.
Care’s segment NOI was $5.8 million for the three months ended September 30, 2016, compared with $4.4 million in the prior year period, an increase of $1.4 million or 31.8%. Care’s NOI was $15.8 million for the nine months ended September 30, 2016, compared with $11.7 million in the prior year period, an increase of $4.1 million or 34.8%. The primary drivers of improvement in NOI in both periods was an increase in rental revenue partially offset by increased property operating expenses.
In addition, several of Care’s recent acquisitions 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. NOI margins on Managed Properties improved from 24.5% to 27.1% for nine months ended September 30, 2016 against the prior year period. As the more recently acquired facilities ramp up and stabilize, we expect our results to reflect additional NOI margin improvements.
Care had Adjusted EBITDA of $2.9 million for the three months ended September 30, 2016, compared to $1.3 million in the three months ended September 30, 2015, with the drivers being the same as mentioned above for pre-tax income. Care had Adjusted EBITDA of $7.2 million for the nine months ended September 30, 2016, compared to $3.9 million in the nine months ended September 30, 2015, with the drivers being the same as mentioned above for pre-tax income. See “Non-GAAP Financial Measures” below for a reconciliation of NOI and Adjusted EBITDA to GAAP net income.
Asset Management segment
Pre-tax income for the asset management segment was $2.3 million for the three months ended September 30, 2016, compared with $1.0 million for the 2015 period, an increase of $1.3 million. The key drivers were an increase in management fee revenues of $1.9 million partially offset by increased employee commissions and other expenses of $0.6 million. The increase was due principally to incentive fees, in combination with the management fees accrued from Telos 7 which was launched in the second quarter of 2016.
For the nine months ended September 30, 2016, pre-tax income was $5.0 million compared with $3.0 million for the 2015 period, an increase of $2.0 million. Asset management fees totaled $10.0 million in the nine months ended September 30, 2016, compared to $8.3 million for the prior year period. The increase was due principally to an increase in incentive fees in the third quarter of 2016 and the launch of Telos 7 in the second quarter of 2016. Additionally, a gain on extinguishment of an obligation to share future subordinated management fees of Telos 6 with a third party was recorded in the first half of 2016.
Asset management segment adjusted EBITDA was $2.3 million and $5.0 million for the three and nine months ended September 30, 2016, respectively, compared to $1.0 million and $3.0 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 $8.0 million for the three months ended September 30, 2016 compared with a loss of $1.4 million for the same period in 2015. The primary drivers of the year-over-year increase of $9.4 million were increased management fees of $1.9 million, distributions of $1.5 million and lower realized and unrealized losses incurred on the Company’s holdings of subordinated notes of $6.0 million. The increase in management fees was due to an increase in incentive fees in the third quarter of 2016 and the launch of Telos 7 in the second quarter of 2016. The realized and unrealized losses in the three months ended September 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 nine months ended September 30, 2016, pre-tax income from the Company’s CLO business was $17.4 million compared to $1.2 million in the same period in 2015. The increases were driven by a reduction in losses of $15.6 million, an increase in management fees of $1.3 million partially offset by lower distributions of $0.8 million. 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 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.
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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.
The corporate and other segment had a pre-tax loss of $2.5 million for the three months ended September 30, 2016, compared with a loss of $13.3 million for the 2015 period, an increase of $10.8 million. The key drivers of year-over-year increase were $7.4 million in CLO subordinated notes performance, $1.9 million in Credit investments (including the Telos 7 warehouse, Telos Credit Opportunities fund and NPLs) and improvement in Corporate principal investments revenues of $1.9 million, partially offset by increases in Corporate expenses of $0.4 million related to payroll and professional services.
For the nine months ended September 30, 2016, the Company recorded a loss of $2.6 million compared with a loss of $28.0 million for the 2015 period, an increase of $25.4 million. The key drivers of year-over-year increase were $13.5 million in CLO subordinated notes and tax exempt securities income, $9.6 million in Credit investments and improvement in Corporate principal investments revenues of $9.1 million, partially offset by increases in Corporate expenses of $6.9 million related to payroll and professional services.
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 four 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.
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Tiptree Financial Inc. | As of | ||||||
Consolidated Balance Sheets (unaudited, in thousands except per share amounts) | September 30, 2016 | December 31, 2015 | |||||
Assets | (Unaudited) | ||||||
Cash and cash equivalents | $ | 65,995 | $ | 69,400 | |||
Restricted cash | 22,093 | 18,778 | |||||
Securities, available for sale (amortized cost: $134,856 at September 30, 2016 and $185,046 at December 31, 2015) | 137,195 | 184,703 | |||||
Loans, at fair value (pledged as collateral: $159,645 at September 30, 2016 and $112,743 at December 31, 2015) | 371,934 | 394,395 | |||||
Loans owned, at amortized cost, net | 96,696 | 52,531 | |||||
Notes and accounts receivable, net | 163,896 | 140,999 | |||||
Reinsurance receivables | 381,163 | 352,926 | |||||
Deferred acquisition costs | 60,150 | 57,858 | |||||
Real estate, net | 280,831 | 203,961 | |||||
Goodwill and intangible assets, net | 178,291 | 186,107 | |||||
Other assets | 112,843 | 104,500 | |||||
Assets of consolidated CLOs | 995,658 | 728,812 | |||||
Total assets | $ | 2,866,745 | $ | 2,494,970 | |||
Liabilities and Stockholders’ Equity | |||||||
Liabilities | |||||||
Debt, net | $ | 774,095 | $ | 666,952 | |||
Unearned premiums | 412,633 | 389,699 | |||||
Policy liabilities and unpaid claims | 101,913 | 80,663 | |||||
Deferred revenue | 56,716 | 63,081 | |||||
Reinsurance payable | 54,068 | 65,840 | |||||
Commissions payable | 9,240 | 14,866 | |||||
Deferred tax liabilities, net | 27,072 | 22,699 | |||||
Other liabilities and accrued expenses | 106,449 | 95,160 | |||||
Liabilities of consolidated CLOs | 943,218 | 698,316 | |||||
Total liabilities | $ | 2,485,404 | $ | 2,097,276 | |||
Commitments and contingencies (see Note 23) | |||||||
Stockholders’ Equity | |||||||
Common stock - Class A: $0.001 par value, 200,000,000 shares authorized, 34,947,239 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 | 297,274 | 297,063 | |||||
Accumulated other comprehensive income (loss), net of tax | 1,031 | (111 | ) | ||||
Retained earnings | 30,956 | 15,845 | |||||
Class A common stock held by subsidiaries, 6,596,000 and 0 shares, respectively | (42,524 | ) | — | ||||
Class B common stock held by subsidiaries, 8,049,029 and 0 shares, respectively | (8 | ) | — | ||||
Total Tiptree Financial Inc. stockholders’ equity | 286,772 | 312,840 | |||||
Non-controlling interests (including $74,630 and $69,278 attributable to Tiptree Financial Partners, L.P., respectively) | 94,569 | 84,854 | |||||
Total stockholders’ equity | 381,341 | 397,694 | |||||
Total liabilities and stockholders’ equity | 2,866,745 | 2,494,970 | |||||
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Tiptree Financial Inc.
Consolidated Statements of Operations
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenues: | |||||||||||||||
Net realized and unrealized gains (losses) | $ | 7,902 | $ | (3,492 | ) | $ | 21,460 | $ | (3,128 | ) | |||||
Interest income | 6,782 | 5,853 | 20,632 | 12,180 | |||||||||||
Service and administrative fees | 25,842 | 29,565 | 84,421 | 77,037 | |||||||||||
Ceding commissions | 1,397 | 11,515 | 22,645 | 31,600 | |||||||||||
Earned premiums, net | 47,609 | 43,884 | 138,516 | 120,944 | |||||||||||
Gain on sale of loans held for sale, net | 20,045 | 14,859 | 48,412 | 21,531 | |||||||||||
Loan fee income | 3,915 | 2,844 | 9,296 | 6,125 | |||||||||||
Rental revenue | 14,529 | 11,165 | 40,764 | 31,725 | |||||||||||
Other income | 6,100 | 4,675 | 13,533 | 12,945 | |||||||||||
Total revenues | 134,121 | 120,868 | 399,679 | 310,959 | |||||||||||
Expenses: | |||||||||||||||
Interest expense | 7,839 | 6,329 | 20,770 | 17,652 | |||||||||||
Payroll and employee commissions | 38,767 | 30,156 | 102,175 | 73,926 | |||||||||||
Commission expense | 24,032 | 30,891 | 91,906 | 71,346 | |||||||||||
Member benefit claims | 5,967 | 7,955 | 17,334 | 23,774 | |||||||||||
Net losses and loss adjustment expense | 19,914 | 14,948 | 55,102 | 40,324 | |||||||||||
Professional fees | 7,114 | 5,521 | 21,816 | 13,820 | |||||||||||
Depreciation and amortization | 6,437 | 10,034 | 21,899 | 36,857 | |||||||||||
Acquisition and transaction costs | 248 | — | 631 | 1,349 | |||||||||||
Other expenses | 16,285 | 15,391 | 50,524 | 39,464 | |||||||||||
Total expenses | 126,603 | 121,225 | 382,157 | 318,512 | |||||||||||
Results of consolidated CLOs: | |||||||||||||||
Income attributable to consolidated CLOs | 12,556 | 3,092 | 34,713 | 20,685 | |||||||||||
Expenses attributable to consolidated CLOs | 8,524 | 6,294 | 24,664 | 24,131 | |||||||||||
Net income (loss) attributable to consolidated CLOs | 4,032 | (3,202 | ) | 10,049 | (3,446 | ) | |||||||||
Income (loss) before taxes from continuing operations | 11,550 | (3,559 | ) | 27,571 | (10,999 | ) | |||||||||
Less: provision (benefit) for income taxes | 3,712 | 2,829 | 5,298 | 962 | |||||||||||
Income (loss) from continuing operations | 7,838 | (6,388 | ) | 22,273 | (11,961 | ) | |||||||||
Discontinued operations: | |||||||||||||||
Income from discontinued operations, net | — | — | — | 6,999 | |||||||||||
Gain on sale of discontinued operations, net | — | — | — | 16,349 | |||||||||||
Discontinued operations, net | — | — | — | 23,348 | |||||||||||
Net income (loss) before non-controlling interests | 7,838 | (6,388 | ) | 22,273 | 11,387 | ||||||||||
Less: net income (loss) attributable to non-controlling interests - Tiptree Financial Partners, L.P. | 1,362 | (1,661 | ) | 4,660 | 2,214 | ||||||||||
Less: net income (loss) attributable to non-controlling interests - Other | 571 | (174 | ) | 20 | (257 | ) | |||||||||
Net income (loss) attributable to Tiptree Financial Inc. Class A common stockholders | $ | 5,905 | $ | (4,553 | ) | $ | 17,593 | $ | 9,430 | ||||||
Net income (loss) per Class A common share: | |||||||||||||||
Basic, continuing operations, net | $ | 0.20 | $ | (0.13 | ) | $ | 0.53 | $ | (0.25 | ) | |||||
Basic, discontinued operations, net | — | — | — | 0.54 | |||||||||||
Basic earnings per share | 0.20 | (0.13 | ) | 0.53 | 0.29 | ||||||||||
Diluted, continuing operations, net | 0.19 | (0.13 | ) | 0.53 | (0.25 | ) | |||||||||
Diluted, discontinued operations, net | — | — | — | 0.54 | |||||||||||
Diluted earnings per share | $ | 0.19 | $ | (0.13 | ) | $ | 0.53 | $ | 0.29 | ||||||
Weighted average number of Class A common shares: | |||||||||||||||
Basic | 29,143,470 | 33,848,463 | 32,845,124 | 32,597,774 | |||||||||||
Diluted | 37,230,650 | 33,848,463 | 32,912,516 | 32,597,774 | |||||||||||
Page 8
Tiptree Financial Inc.
Segment Statements of Operations
(Unaudited, in thousands)
Segment Results - Three Months Ended September 30, 2016 and September 30, 2015
Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||
($ in thousands) | Insurance and insurance services | Specialty finance | Real estate | Asset management | Corporate and other | Total | |||||||||||||||||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||||||||||||||||||
Total revenues | 79,106 | 87,991 | 29,013 | 19,348 | 15,695 | 11,560 | 3,838 | 1,981 | 6,469 | (12 | ) | 134,121 | 120,868 | ||||||||||||||||||||||||||||
Total expenses | 71,081 | 77,868 | 24,832 | 18,097 | 16,168 | 14,172 | 2,255 | 1,670 | 12,267 | 9,418 | 126,603 | 121,225 | |||||||||||||||||||||||||||||
Net income attributable to consolidated CLOs | — | — | — | — | — | — | 720 | 652 | 3,312 | (3,854 | ) | 4,032 | (3,202 | ) | |||||||||||||||||||||||||||
Pre-tax income/(loss) | $ | 8,025 | $ | 10,123 | $ | 4,181 | $ | 1,251 | $ | (473 | ) | $ | (2,612 | ) | $ | 2,303 | $ | 963 | $ | (2,486 | ) | $ | (13,284 | ) | $ | 11,550 | $ | (3,559 | ) | ||||||||||||
Segment Results - Nine Months Ended September 30, 2016 and September 30, 2015
Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||
($ in thousands) | Insurance and insurance services | Specialty finance | Real estate | Asset management | Corporate and other | Total | |||||||||||||||||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||||||||||||||||||
Total revenues | 256,208 | 238,891 | 67,790 | 33,583 | 44,204 | 33,334 | 7,505 | 4,814 | 23,972 | 337 | 399,679 | 310,959 | |||||||||||||||||||||||||||||
Total expenses | 231,108 | 218,442 | 62,280 | 31,329 | 49,691 | 42,096 | 4,930 | 5,258 | 34,148 | 21,387 | 382,157 | 318,512 | |||||||||||||||||||||||||||||
Net income attributable to consolidated CLOs | — | — | — | — | — | — | 2,466 | 3,493 | 7,583 | (6,939 | ) | 10,049 | (3,446 | ) | |||||||||||||||||||||||||||
Pre-tax income (loss) | $ | 25,100 | $ | 20,449 | $ | 5,510 | $ | 2,254 | $ | (5,487 | ) | $ | (8,762 | ) | $ | 5,041 | $ | 3,049 | $ | (2,593 | ) | $ | (27,989 | ) | $ | 27,571 | $ | (10,999 | ) | ||||||||||||
Page 9
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 Nine Months Ended September 30, 2016 and September 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 September 30, | Nine Months Ended September 30, | |||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net income (loss) available to Class A common stockholders | $ | 5,905 | $ | (4,553 | ) | $ | 17,593 | $ | 9,430 | ||||||
Add: net (loss) income attributable to noncontrolling interests | 1,933 | (1,835 | ) | 4,680 | 1,957 | ||||||||||
Less: net income from discontinued operations | — | — | — | 23,348 | |||||||||||
Income (loss) from Continuing Operations of the Company | $ | 7,838 | $ | (6,388 | ) | $ | 22,273 | $ | (11,961 | ) | |||||
Consolidated interest expense | 7,839 | 6,329 | 20,770 | 17,652 | |||||||||||
Consolidated income taxes | 3,712 | 2,829 | 5,298 | 962 | |||||||||||
Consolidated depreciation and amortization expense | 6,437 | 10,034 | $ | 21,899 | $ | 36,857 | |||||||||
EBITDA from Continuing Operations | $ | 25,826 | $ | 12,804 | $ | 70,240 | $ | 43,510 | |||||||
Consolidated non-corporate and non-acquisition related interest expense(1) | (4,989 | ) | (3,484 | ) | (13,223 | ) | (8,127 | ) | |||||||
Effects of Purchase Accounting (2) | (957 | ) | (4,376 | ) | (4,446 | ) | (19,977 | ) | |||||||
Non-cash fair value adjustments (3) | — | — | 1,416 | — | |||||||||||
Significant acquisition expenses (4) | 248 | — | 631 | 1,349 | |||||||||||
Separation expenses (5) | — | — | (1,736 | ) | — | ||||||||||
Adjusted EBITDA from Continuing Operations of the Company | $ | 20,128 | $ | 4,944 | $ | 52,882 | $ | 16,755 | |||||||
Income from Discontinued Operations of the Company | $ | — | $ | — | $ | — | $ | 23,348 | |||||||
Consolidated interest expense | — | — | $ | — | $ | 5,226 | |||||||||
Consolidated income taxes | — | — | — | 3,796 | |||||||||||
Consolidated depreciation and amortization expense | — | — | — | 862 | |||||||||||
EBITDA from Discontinued Operations | $ | — | $ | — | $ | — | $ | 33,232 | |||||||
Adjusted EBITDA from Discontinued Operations of the Company | $ | — | $ | — | $ | — | $ | 33,232 | |||||||
Adjusted EBITDA of the Company | $ | 20,128 | $ | 4,944 | $ | 52,882 | $ | 49,987 | |||||||
(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) | Acquisition related costs 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. |
Page 10
Segment EBITDA and Adjusted EBITDA from continuing operations - Three Months Ended September 30, 2016 and September 30, 2015
Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||
($ in thousands) | Insurance and insurance services | Specialty finance | Real estate | Asset management | Corporate and other | Total | |||||||||||||||||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||||||||||||||||||
Pre-tax income/(loss) | $ | 8,025 | $ | 10,123 | $ | 4,181 | $ | 1,251 | $ | (473 | ) | $ | (2,612 | ) | $ | 2,303 | $ | 963 | $ | (2,486 | ) | $ | (13,284 | ) | $ | 11,550 | $ | (3,559 | ) | ||||||||||||
Add back: | |||||||||||||||||||||||||||||||||||||||||
Interest expense | 1,626 | 1,735 | 1,932 | 1,217 | 2,271 | 1,828 | — | — | 2,010 | 1,549 | 7,839 | 6,329 | |||||||||||||||||||||||||||||
Depreciation and amortization expenses | 3,031 | 5,765 | 248 | 269 | 3,096 | 3,932 | — | — | 62 | 68 | 6,437 | 10,034 | |||||||||||||||||||||||||||||
Segment EBITDA | $ | 12,682 | $ | 17,623 | $ | 6,361 | $ | 2,737 | $ | 4,894 | $ | 3,148 | $ | 2,303 | $ | 963 | $ | (414 | ) | $ | (11,667 | ) | $ | 25,826 | $ | 12,804 | |||||||||||||||
EBITDA adjustments: | |||||||||||||||||||||||||||||||||||||||||
Asset-specific debt interest | (140 | ) | (76 | ) | (1,882 | ) | (1,167 | ) | (2,271 | ) | (1,828 | ) | — | — | (696 | ) | (413 | ) | (4,989 | ) | (3,484 | ) | |||||||||||||||||||
Effects of purchase accounting | (957 | ) | (4,376 | ) | — | — | — | — | — | — | — | — | (957 | ) | (4,376 | ) | |||||||||||||||||||||||||
Significant acquisition expenses | — | — | — | — | 248 | — | — | — | — | — | 248 | — | |||||||||||||||||||||||||||||
Segment Adjusted EBITDA | $ | 11,585 | $ | 13,171 | $ | 4,479 | $ | 1,570 | $ | 2,871 | $ | 1,320 | $ | 2,303 | $ | 963 | $ | (1,110 | ) | $ | (12,080 | ) | $ | 20,128 | $ | 4,944 | |||||||||||||||
Segment EBITDA and Adjusted EBITDA from continuing operations - Nine Months Ended September 30, 2016 and September 30, 2015
Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||
($ in thousands) | Insurance and insurance services | Specialty finance | Real estate | Asset management | Corporate and other | Total | |||||||||||||||||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||||||||||||||||||
Pre-tax income/(loss) | $ | 25,100 | $ | 20,449 | $ | 5,510 | $ | 2,254 | $ | (5,487 | ) | $ | (8,762 | ) | $ | 5,041 | $ | 3,049 | $ | (2,593 | ) | $ | (27,989 | ) | $ | 27,571 | $ | (10,999 | ) | ||||||||||||
Add back: | |||||||||||||||||||||||||||||||||||||||||
Interest expense | 4,312 | 5,249 | 4,352 | 2,562 | 6,220 | 4,968 | — | — | 5,886 | 4,873 | 20,770 | 17,652 | |||||||||||||||||||||||||||||
Depreciation and amortization expenses | 10,413 | 24,977 | 664 | 515 | 10,636 | 11,265 | — | — | 186 | 100 | 21,899 | 36,857 | |||||||||||||||||||||||||||||
Segment EBITDA | $ | 39,825 | $ | 50,675 | $ | 10,526 | $ | 5,331 | $ | 11,369 | $ | 7,471 | $ | 5,041 | $ | 3,049 | $ | 3,479 | $ | (23,016 | ) | $ | 70,240 | $ | 43,510 | ||||||||||||||||
EBITDA adjustments: | |||||||||||||||||||||||||||||||||||||||||
Asset-specific debt interest | (351 | ) | (219 | ) | (4,200 | ) | (2,444 | ) | (6,220 | ) | (4,968 | ) | — | — | (2,452 | ) | (496 | ) | (13,223 | ) | (8,127 | ) | |||||||||||||||||||
Effects of purchase accounting | (4,446 | ) | (19,977 | ) | — | — | — | — | — | — | — | — | (4,446 | ) | (19,977 | ) | |||||||||||||||||||||||||
Non-cash fair value adjustments | — | — | — | — | 1,416 | — | — | — | — | — | 1,416 | — | |||||||||||||||||||||||||||||
Significant acquisition expenses | — | — | — | — | 631 | 1,349 | — | — | — | — | 631 | 1,349 | |||||||||||||||||||||||||||||
Separation expenses | — | — | — | — | — | — | — | — | (1,736 | ) | — | (1,736 | ) | — | |||||||||||||||||||||||||||
Segment Adjusted EBITDA | $ | 35,028 | $ | 30,479 | $ | 6,326 | $ | 2,887 | $ | 7,196 | $ | 3,852 | $ | 5,041 | $ | 3,049 | $ | (709 | ) | $ | (23,512 | ) | $ | 52,882 | $ | 16,755 | |||||||||||||||
Page 11
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 September 30, 2016 | Three Months Ended September 30, 2015 | ||||||||||||||||||||||
($ in thousands) | GAAP | Adjustments | Non-GAAP As Adjusted | GAAP | Adjustments | Non-GAAP As Adjusted | |||||||||||||||||
Revenues: | |||||||||||||||||||||||
Earned premiums | $ | 47,609 | $ | — | $ | 47,609 | $ | 43,884 | $ | — | $ | 43,884 | |||||||||||
Service and administrative fees | 25,842 | 1,134 | (2) | 26,976 | 29,565 | 4,131 | (2) | 33,696 | |||||||||||||||
Ceding commissions | 1,397 | 69 | (3) | 1,466 | 11,515 | 821 | (3) | 12,336 | |||||||||||||||
Interest income (1) | 3,543 | — | 3,543 | 1,294 | — | 1,294 | |||||||||||||||||
Other Income | 715 | — | 715 | 1,733 | — | 1,733 | |||||||||||||||||
Total revenues | 79,106 | 1,203 | 80,309 | 87,991 | 4,952 | 92,943 | |||||||||||||||||
Less: | |||||||||||||||||||||||
Commission expense | 24,032 | 2,120 | (4) | 26,152 | 30,891 | 9,302 | (4) | 40,193 | |||||||||||||||
Member benefit claims | 5,967 | — | 5,967 | 7,955 | — | 7,955 | |||||||||||||||||
Net losses and loss adjustment expenses | 19,914 | — | 19,914 | 14,948 | — | 14,948 | |||||||||||||||||
Net revenues | 29,193 | (917 | ) | 28,276 | 34,197 | (4,350 | ) | 29,847 | |||||||||||||||
Expenses: | |||||||||||||||||||||||
Interest expense | 1,626 | — | 1,626 | 1,735 | — | 1,735 | |||||||||||||||||
Payroll and employee commissions | 9,180 | — | 9,180 | 9,543 | — | 9,543 | |||||||||||||||||
Depreciation and amortization expenses | 3,031 | (549 | ) | (5) | 2,482 | 5,765 | (3,097 | ) | (5) | 2,668 | |||||||||||||
Other expenses | 7,331 | 40 | (6) | 7,371 | 7,031 | 355 | (6) | 7,386 | |||||||||||||||
Total operating expenses | 21,168 | (509 | ) | 20,659 | 24,074 | (2,742 | ) | 21,332 | |||||||||||||||
Income before taxes from continuing operations | $ | 8,025 | $ | (408 | ) | $ | 7,617 | $ | 10,123 | $ | (1,608 | ) | $ | 8,515 | |||||||||
Insurance operating metrics: (7) | |||||||||||||||||||||||
Retention ratio | 33.9 | % | 32.2 | % | 38.0 | % | 31.2 | % | |||||||||||||||
Underwriting ratio | 66.1 | % | 67.8 | % | 62.0 | % | 68.8 | % | |||||||||||||||
Expense ratio | 25.9 | % | 24.8 | % | 25.8 | % | 21.4 | % | |||||||||||||||
Combined ratio | 92.0 | % | 92.6 | % | 87.8 | % | 90.2 | % | |||||||||||||||
Page 12
Nine Months Ended September 30, 2016 | Nine Months Ended September 30, 2015 | ||||||||||||||||||||||
($ in thousands) | GAAP | Adjustments | Non-GAAP As Adjusted | GAAP | Adjustments | Non-GAAP As Adjusted | |||||||||||||||||
Revenues: | |||||||||||||||||||||||
Earned premiums | $ | 138,516 | $ | — | $ | 138,516 | $ | 120,944 | $ | — | $ | 120,944 | |||||||||||
Service and administrative fees | 84,421 | 4,976 | (2) | 89,397 | 77,037 | 15,780 | (2) | 92,817 | |||||||||||||||
Ceding commissions | 22,645 | 376 | (3) | 23,021 | 31,600 | 3,159 | (3) | 34,759 | |||||||||||||||
Interest income (1) | 9,171 | — | 9,171 | 3,718 | — | 3,718 | |||||||||||||||||
Other Income | 1,455 | — | 1,455 | 5,592 | — | 5,592 | |||||||||||||||||
Total revenues | 256,208 | 5,352 | 261,560 | 238,891 | 18,939 | 257,830 | |||||||||||||||||
Less: | |||||||||||||||||||||||
Commission expense | 91,906 | 9,494 | (4) | 101,400 | 71,346 | 38,352 | (4) | 109,698 | |||||||||||||||
Member benefit claims | 17,334 | — | 17,334 | 23,774 | — | 23,774 | |||||||||||||||||
Net losses and loss adjustment expenses | 55,102 | — | 55,102 | 40,324 | — | 40,324 | |||||||||||||||||
Net revenues | 91,866 | (4,142 | ) | 87,724 | 103,447 | (19,413 | ) | 84,034 | |||||||||||||||
Expenses: | |||||||||||||||||||||||
Interest expense | 4,312 | — | 4,312 | 5,249 | — | 5,249 | |||||||||||||||||
Payroll and employee commissions | 28,065 | — | 28,065 | 29,626 | — | 29,626 | |||||||||||||||||
Depreciation and amortization expenses | 10,413 | (2,977 | ) | (5) | 7,436 | 24,977 | (17,189 | ) | (5) | 7,788 | |||||||||||||
Other expenses | 23,976 | 304 | (6) | 24,280 | 23,146 | 1,697 | (6) | 24,843 | |||||||||||||||
Total operating expenses | 66,766 | (2,673 | ) | 64,093 | 82,998 | (15,492 | ) | 67,506 | |||||||||||||||
Income before taxes from continuing operations | $ | 25,100 | $ | (1,469 | ) | $ | 23,631 | $ | 20,449 | $ | (3,921 | ) | $ | 16,528 | |||||||||
Insurance operating metrics: (7) | |||||||||||||||||||||||
Retention ratio | 33.5 | % | 31.1 | % | 42.4 | % | 31.6 | % | |||||||||||||||
Underwriting ratio | 66.5 | % | 68.9 | % | 57.6 | % | 68.4 | % | |||||||||||||||
Expense ratio | 25.3 | % | 23.7 | % | 33.1 | % | 24.5 | % | |||||||||||||||
Combined ratio | 91.8 | % | 92.6 | % | 90.7 | % | 92.9 | % | |||||||||||||||
(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. |
(7) | The combined ratio is a measure of underwriting performance and represents the relationship of net losses and loss adjustment expense, commission expense, member benefit claims and payroll, depreciation and other expenses to earned premiums, service and administrative fees, ceding commissions and other income. A combined ratio less than 100% indicates an underwriting profit, while a combined ratio greater than 100% reflects an underwriting loss. The combined ratio is the sum of the underwriting ratio and the expense ratio. The underwriting ratio represents the relationship of net losses and loss adjustment expense, commission expense, member benefit claims to earned premiums, service and administrative fees, ceding commissions and other income. The expense ratio represents the relationship of payroll, depreciation and other expenses to earned premiums, service and administrative fees, ceding commissions and other income. Retention ratio is the relationship of net revenues less interest income to total revenues less interest income. |
Page 13
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 nine months ended September 30, 2016 and 2015, respectively.
Reconciliation of NOI to Pre-tax Income
Three Months Ended September 30, 2016 | Three Months Ended September 30, 2015 | ||||||||||||||||||||||
($ in thousands) | NNN Operations | Managed Properties | Real Estate Total | NNN Operations | Managed Properties | Real Estate Total | |||||||||||||||||
Revenues: | |||||||||||||||||||||||
Resident fees and services | $ | — | $ | 841 | $ | 841 | $ | — | $ | 678 | $ | 678 | |||||||||||
Rental revenue | 1,844 | 12,685 | 14,529 | 1,844 | 9,344 | 11,188 | |||||||||||||||||
Less: Property operating expenses | — | 9,599 | 9,599 | — | 7,489 | 7,489 | |||||||||||||||||
Segment NOI | $ | 1,844 | $ | 3,927 | $ | 5,771 | $ | 1,844 | $ | 2,533 | $ | 4,377 | |||||||||||
Segment NOI Margin % | 29.0 | % | 25.3 | % | |||||||||||||||||||
Other income | $ | 324 | $ | (307 | ) | ||||||||||||||||||
Less: Expenses: | |||||||||||||||||||||||
Interest expense | 2,271 | 1,828 | |||||||||||||||||||||
Payroll and employee commissions | 617 | 529 | |||||||||||||||||||||
Depreciation and amortization | 3,095 | 3,932 | |||||||||||||||||||||
Other expenses | 583 | 393 | |||||||||||||||||||||
Pre-tax income (loss) | $ | (471 | ) | $ | (2,612 | ) | |||||||||||||||||
Nine Months Ended September 30, 2016 | Nine Months Ended September 30, 2015 | ||||||||||||||||||||||
($ in thousands) | NNN Operations | Managed Properties | Real Estate Total | NNN Operations | Managed Properties | Real Estate Total | |||||||||||||||||
Revenues | |||||||||||||||||||||||
Resident fees and services | $ | — | $ | 2,625 | $ | 2,625 | $ | — | $ | 1,663 | $ | 1,663 | |||||||||||
Rental revenue | 5,533 | 35,231 | 40,764 | 4,662 | 27,062 | 31,724 | |||||||||||||||||
Less: Property operating expenses | — | 27,600 | 27,600 | — | 21,674 | 21,674 | |||||||||||||||||
Segment NOI | $ | 5,533 | $ | 10,256 | $ | 15,789 | $ | 4,662 | $ | 7,051 | $ | 11,713 | |||||||||||
Segment NOI Margin % | 27.1 | % | 24.5 | % | |||||||||||||||||||
Other income | $ | 815 | $ | (54 | ) | ||||||||||||||||||
Less: Expenses | |||||||||||||||||||||||
Interest expense | 6,220 | 4,968 | |||||||||||||||||||||
Payroll and employee commissions | 1,900 | 1,654 | |||||||||||||||||||||
Depreciation and amortization | 10,635 | 11,265 | |||||||||||||||||||||
Other expenses | 3,335 | 2,534 | |||||||||||||||||||||
Pre-tax income (loss) | $ | (5,486 | ) | $ | (8,762 | ) | |||||||||||||||||
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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 nine months ended September 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 nine months ended September 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 September 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) | $ | 743 | $ | 3,815 | $ | 4,558 | $ | 652 | $ | 1,994 | $ | 2,646 | |||||||||||
Distributions from the subordinated notes held by the Company | 4,323 | 45 | 4,368 | 2,827 | 62 | 2,889 | |||||||||||||||||
Realized and unrealized (losses) gains on subordinated notes held by the Company | (1,034 | ) | 108 | (926 | ) | (6,681 | ) | (277 | ) | (6,958 | ) | ||||||||||||
Net (loss) income attributable to the CLOs | $ | 4,032 | $ | 3,968 | $ | 8,000 | $ | (3,202 | ) | $ | 1,779 | $ | (1,423 | ) | |||||||||
Nine Months Ended September 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) | $ | 2,169 | $ | 7,385 | $ | 9,554 | $ | 3,493 | $ | 4,726 | $ | 8,219 | |||||||||||
Distributions from the subordinated notes held by the Company | 10,930 | 128 | 11,058 | 11,644 | 201 | 11,845 | |||||||||||||||||
Realized and unrealized (losses) gains on subordinated notes held by the Company | (3,050 | ) | (123 | ) | (3,173 | ) | (18,583 | ) | (246 | ) | (18,829 | ) | |||||||||||
Net (loss) income attributable to the CLOs | $ | 10,049 | $ | 7,390 | $ | 17,439 | $ | (3,446 | ) | $ | 4,681 | $ | 1,235 | ||||||||||
(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 $3.3 million from Telos 2 and Telos 4 for the nine months ended September 30, 2015. 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. |
Non-GAAP Financial Measures - Book value per share, as exchanged
Management uses Book value per share, as exchanged, which is a non-GAAP financial measure. As exchanged assumes full exchange of the limited partners units of TFP (other than Tiptree itself) for Tiptree’s Class A common stock. The Company believes that use of this financial measure on a consolidated basis provides supplemental information useful to investors as it is frequently used by the financial community to analyze company growth on a relative per share basis.
Tiptree’s book value per share, as exchanged, was $9.93 as of September 30, 2016 compared with $8.90 as of December 31, 2015. Total stockholders’ equity, net of other non-controlling interests for the Company was $361.4 million as of September 30, 2016, which comprised total stockholders’ equity of $381.3 million adjusted for $19.9 million attributable to non-controlling interest at certain operating subsidiaries that are not wholly owned by the Company. Total stockholders’ equity, , net of other non-controlling interests for the Company was $382.1 million as of December 31, 2015, which comprised total stockholders’ equity of $397.7 million adjusted for $15.6 million attributable to non-controlling interest at subsidiaries that are not wholly owned by the Company, such as Siena, Luxury and Care. Additionally, the Company’s book value per share is based upon Class A common shares outstanding, plus Class A common stock issuable upon exchange of partnership units of TFP which is equal to the number of Class B outstanding shares. The total shares as of September 30, 2016 and December 31, 2015 were 36.4 million and 42.9 million, respectively.
(in thousands, except per share data) | September 30, 2016 | June 30, 2016 | March 31, 2016 | December 31, 2015 | |||||||||||
Total stockholders’ equity | $ | 381,341 | $ | 380,465 | $ | 409,718 | $ | 397,694 | |||||||
Less non-controlling interest - other | $ | 19,939 | $ | 19,338 | $ | 18,624 | $ | 15,576 | |||||||
Total stockholders equity, net of non-controlling interests - other | $ | 361,402 | $ | 361,127 | $ | 391,094 | $ | 382,118 | |||||||
Total Class A shares outstanding (1) | 28,351 | 29,258 | 34,915 | 34,900 | |||||||||||
Total Class B shares outstanding | 8,049 | 8,049 | 8,049 | 8,049 | |||||||||||
Total shares outstanding | 36,400 | 37,307 | 42,964 | 42,949 | |||||||||||
Book value per share, as exchanged | $ | 9.93 | $ | 9.68 | $ | 9.10 | $ | 8.90 | |||||||
(1) | See Note 24—Earnings per Share, in the Form 10-Q for the quarter ended September 30, 2016, for further discussion of potential dilution from warrants. |
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