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8-K - FORM 8-K - FIRST MERCURY FINANCIAL CORP | c96737e8vk.htm |
Exhibit 99.1
FOR FURTHER INFORMATION:
AT FIRST MERCURY FINANCIAL CORPORATION:
Edward A. LaFramboise
Vice President Finance
(248) 213-0406
elaframboise@firstmercury.com
Edward A. LaFramboise
Vice President Finance
(248) 213-0406
elaframboise@firstmercury.com
FOR IMMEDIATE RELEASE
MONDAY, FEBRUARY 22, 2010
MONDAY, FEBRUARY 22, 2010
FIRST MERCURY FINANCIAL CORPORATION ANNOUNCES
FOURTH QUARTER AND YEAR END 2009 FINANCIAL RESULTS
FOURTH QUARTER AND YEAR END 2009 FINANCIAL RESULTS
Company Declares $2.00 per Share Special Cash Dividend
SOUTHFIELD, MI February 22, 2010 First Mercury Financial Corporation (NYSE: FMR) (First
Mercury or the Company) today announced results for the fourth quarter and year ended 2009.
Highlights for the fourth quarter 2009 include:
| Gross written premium growth of 22.9 percent |
| Net earned premium growth of 40.2 percent |
| Commission and fee income growth of 58.7 percent |
| Net investment income growth of 37.2 percent |
| Net income of $8.4 million, or $0.48 per diluted share |
| Operating net income of $6.8 million, or $0.39 per diluted share |
| Book value per share of $18.40, an increase of 25.4 percent from December 31, 2008 |
| Tangible book value per share of $15.49, an increase of 31.4 percent from December 31,
2008 |
| Annualized return on average stockholders equity of 10.8 percent |
| Third consecutive quarterly dividend of $0.025 per share |
We are pleased with our solid underwriting results and strong investment performance for the
quarter and full year, said Richard H. Smith, Chairman, President and Chief Executive Officer.
Our underwriting discipline, conservative investment philosophy and effective capital management
combined to deliver a return on average stockholders equity of 15.3 percent for the year ended
December 31, 2009 and a compound annual growth in book value per share of 22.6 percent for the
three year period ended December 31, 2009. This positioned us to declare a $2.00 per share special
cash dividend, continued Smith. We believe the Companys capital position after the dividend
will support our growth strategy and permit us to build on our demonstrated track record of
success, Smith concluded.
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Written and Earned Premium
For the three months ended December 31, 2009, gross written premiums were $102.2 million, a 22.9
percent increase from the gross written premiums during the same period in 2008. For the year
ended December 31, 2009, gross written premiums were $344.4 million, a 7.2 percent increase from
the gross written premiums during the same period in 2008. The increase in gross written premiums
for the three months and the year ended December 31, 2009 was due to an assumed retroactive
reinsurance transaction consummated during the three months ended December 31, 2009. This
reinsurance transaction, whereby the Company entered into a loss portfolio transfer for the claims
for the self-insured retention for a large U.S. homebuilder, generated $25.3 million of gross
written premium for the Specialty platform.
Net earned premiums during the three months ended December 31, 2009 were $76.5 million, a 40.2
percent increase from the same period of 2008. For the year ended December 31, 2009, net earned
premiums were $232.0 million, a 19.7 percent increase from the same period in 2008. The increase
in net earned premiums for the three months and year ended December 31, 2009 was primarily due to
the aforementioned assumed retroactive reinsurance transaction, which was both written and fully
earned in the same period.
Commissions and Fees
Commissions and fees during the three months ended December 31, 2009 were $8.1 million, a 58.7
percent increase from the same period of 2008. For the year ended December 31, 2009, commissions
and fees were $32.0 million, a 52.5 percent increase from the same period of 2008. The increase
for the three months ended December 31, 2009 compared to the same period of 2008 is primarily due
to $2.3 million of negative profit sharing commissions recorded during the three months ended
December 31, 2008 and due to an increase in commissions and fees related to our insurance services
business for the three months ended December 31, 2009. The increase for the year ended December
31, 2009 compared to the same period of 2008 is primarily due to $4.1 million of negative profit
sharing commissions recorded during the year ended December 31, 2008, an increase in AMC
commissions and fees of $5.1 million including a previously disclosed, non-recurring contingent
commission adjustment for $1.3 million, and an increase of $1.7 million from our workers
compensation services business for the year ended December 31, 2009.
Investments
The Company recorded $0.2 million of pretax net unrealized gains on its available for sale
investment portfolio during the three months ended December 31, 2009. The Company recorded $32.7
million of pretax net unrealized gains on its available for sale investment portfolio during the
year ended December 31, 2009. The investment portfolios taxable equivalent total return was 1.8
percent for the three months ended December 31, 2009 and 16.1 percent for the year ended December
31, 2009.
Losses and Loss Adjustment Expenses
During the three months ended December 31, 2009, there was no net development of prior years loss
and loss adjustment expense reserves. For the year ended December 31, 2009, there was $5.7
million, or $0.21 per diluted share, net of taxes, of favorable development of prior years loss
and loss adjustment expense reserves. For the three months ended December 31, 2008, there was no
net development of prior years loss and loss adjustment expense reserves. For the year ended
December 31, 2008, there was $4.8 million of favorable development of prior years loss and loss
adjustment expense reserves.
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The higher than anticipated property losses the Company experienced during the second quarter of
2009 did not recur during the third and fourth quarters of 2009. The Companys property
underwriting results for the year ended December 31, 2009 include the previously disclosed $2.4
million, or $0.09 per diluted share, net of taxes, of storm losses and $5.2 million, or $0.19 per
diluted share, net of taxes, of higher than expected commercial property fires and other losses and
loss adjustment expenses recorded during the second quarter of 2009. The Company recorded net
losses from Hurricane Ike of $2.9 million and $0.4 million of reinstatement premium expense during
the year ended December 31, 2008.
Capital Management
During the year ended December 31, 2009, the Company repurchased 801,423 shares of common stock for
$10.5 million at an average cost of $13.09 per share. As previously disclosed, the Company
fulfilled 100 percent of the authorization under the Companys August 2008 Share Repurchase
Program, and on August 20, 2009, the Companys Board of Directors approved a new Share Repurchase
Program to repurchase up to 1,000,000 shares of outstanding common stock through August 20, 2010.
As of December 31, 2009, the Company has not repurchased any shares under the new authorization.
The Company views this repurchase program as an attractive use of excess capital given current
market conditions. The Company paid a quarterly cash dividend of $0.025 per share on December 31,
2009. This represents the Companys third consecutive quarterly dividend. On February 22, 2010,
the Companys Board of Directors declared a one-time, special
cash dividend of $2.00 per share, and
a regular quarterly cash dividend of $0.025 per share both to be paid March 31, 2010 to
shareholders of record at the close of business on March 15, 2010. The special dividend will be
funded in part from borrowings under the Companys credit agreement. The Company has obtained a
waiver from its lender through May 1, 2010 to permit the payment of the dividend. The Company is
negotiating with its lender to amend its credit agreement so that the dividend payment will not
result in a violation of the credit agreement once the waiver period expires and anticipates
completing such amendment prior to the expiration of the waiver period.
Other
The Company will record a pre-tax restructuring charge during the first quarter of 2010 of up to
$4.5 million related to a reduction in staffing levels and elimination of other expenses across the
organization. The Company anticipates realizing pre-tax annual savings of approximately $4.5
million as a result of these actions.
Conference Call Details
The Company will host a conference call on February 23, 2010 at 11:00 a.m. Eastern Time to discuss
fourth quarter and year end results. The call can be accessed live by dialing 877-407-0789 or by
visiting the Companys website at www.firstmercury.com.
Investors may access a replay by dialing 877-660-6853, entering account #3055 and conference code
344450, which will be available through March 2, 2010. The webcast replay will also be archived in
the Investor Relations section of the Companys website.
About First Mercury Financial Corporation
First Mercury Financial Corporation provides insurance products and services primarily to the
specialty commercial insurance markets, focusing on niche and underserved segments where we believe
that we have underwriting expertise and other competitive advantages. During the Companys 36
years of underwriting risks, First Mercury has developed the underwriting expertise
and cost-efficient infrastructure which has enabled us to effectively underwrite such risks. Our
risk-taking subsidiaries offer insurance products through our distribution subsidiaries: CoverX®,
FM Emerald and AMC, which are recognized brands among insurance producers.
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First Mercury Financial Corporation
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Non-GAAP Financial Measures
Operating net income and operating net income per share are non-GAAP financial measures, and
management believes that investors understanding of core operating performance is enhanced by
First Mercurys disclosure of these financial measures. Operating net income consists of net
income adjusted to exclude the impact of net realized gains (losses) on investments,
other-than-temporary impairment losses on investments, the change in fair value of derivative
instruments, income from discontinued operations, and taxes related to these adjustments.
Definitions of these items may not be comparable to the definitions used by other companies. Net
income and net income per share are the GAAP financial measures that are most directly comparable
to operating net income and operating net income per share.
Safe Harbor Statement
This release contains forward-looking statements that relate to future periods and includes
statements regarding our anticipated performance. Generally, the words anticipates, believes,
expects, intends, estimates, projects, plans and similar expressions identify
forward-looking statements. These forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause our actual results, performance or
achievements or industry results to differ materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. These risks, uncertainties
and other important factors include, among others: recent and future events and circumstances
impacting financial, stock, and capital markets, and the responses to such events by governments
and the financial communities; the impact of catastrophic events and the occurrence of significant
severe weather conditions on our operating results; our ability to maintain or the lowering or loss
of one of our financial or claims-paying ratings; our actual incurred losses exceeding our loss and
loss adjustment expense reserves; the failure of reinsurers to meet their obligations; our
estimates for accrued profit sharing commissions are based on loss ratio performance and could be
reduced if the underlying loss ratios deteriorate; our inability to obtain reinsurance coverage at
reasonable prices; the failure of any loss limitations or exclusions or changes in claims or
coverage; our lack of long-term operating history in certain specialty classes of insurance; our
ability to acquire and retain additional underwriting expertise and capacity; the concentration of
our insurance business in relatively few specialty classes; the increasingly competitive property
and casualty marketplace; fluctuations and uncertainty within the excess and surplus lines
insurance industry; the extensive regulations to which our business is subject and our failure to
comply with these regulations; our ability to maintain our risk-based capital at levels required by
regulatory authorities; our inability to realize our investment objectives; an economic downturn or
other economic conditions adversely affecting our financial position; and the risks identified in
our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.
Given these uncertainties, you are cautioned not to place undue reliance on these forward-looking
statements. We assume no obligation to update or revise them or provide reasons why actual results
may differ.
The Company uses the Investor Relations page of its website at www.firstmercury.com to make
information available to its investors and the public.
information available to its investors and the public.
Financial Tables Follow...
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First Mercury Financial Corporation
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||
December 31, | % | December 31, | % | |||||||||||||||||||||
2009 | 2008 | Change | 2009 | 2008 | Change | |||||||||||||||||||
(Dollars in thousands, except share and per share data) | ||||||||||||||||||||||||
Operating Revenue |
||||||||||||||||||||||||
Net earned premiums |
$ | 76,463 | $ | 54,522 | 40.2 | % | $ | 232,002 | $ | 193,744 | 19.7 | % | ||||||||||||
Commissions and fees |
8,082 | 5,093 | 58.7 | % | 31,998 | 20,989 | 52.5 | % | ||||||||||||||||
Net investment income |
8,227 | 5,997 | 37.2 | % | 29,332 | 21,633 | 35.6 | % | ||||||||||||||||
Net realized gains (losses) on investments |
2,802 | (7,875 | ) | 135.6 | % | 28,006 | (16,589 | ) | 268.8 | % | ||||||||||||||
Other-than-temporary impairment losses on
investments |
(243 | ) | (396 | ) | -38.6 | % | (669 | ) | (4,098 | ) | -83.7 | % | ||||||||||||
Total Operating Revenues |
95,331 | 57,341 | 66.3 | % | 320,669 | 215,679 | 48.7 | % | ||||||||||||||||
Operating Expenses |
||||||||||||||||||||||||
Losses and loss adjustment expenses, net |
52,049 | 31,127 | 67.2 | % | 148,349 | 107,840 | 37.6 | % | ||||||||||||||||
Amortization of deferred acquisition expenses |
13,721 | 13,057 | 5.1 | % | 54,610 | 41,164 | 32.7 | % | ||||||||||||||||
Underwriting, agency and other expenses |
15,933 | 7,756 | 105.4 | % | 44,852 | 34,355 | 30.6 | % | ||||||||||||||||
Amortization of intangible assets |
538 | 572 | -5.9 | % | 2,247 | 2,038 | 10.3 | % | ||||||||||||||||
Total Operating Expenses |
82,241 | 52,512 | 56.6 | % | 250,058 | 185,397 | 34.9 | % | ||||||||||||||||
Operating Income |
13,090 | 4,829 | 171.1 | % | 70,611 | 30,282 | 133.2 | % | ||||||||||||||||
Interest Expense |
1,404 | 1,440 | -2.5 | % | 5,683 | 5,820 | -2.4 | % | ||||||||||||||||
Change in Fair Value of Derivative Instruments |
| 202 | -100.0 | % | (401 | ) | 312 | -228.5 | % | |||||||||||||||
Income from Continuing Operations Before
Income Taxes |
11,686 | 3,187 | 266.7 | % | 65,329 | 24,150 | 170.5 | % | ||||||||||||||||
Income Taxes |
3,259 | 823 | 296.0 | % | 20,966 | 6,414 | 226.9 | % | ||||||||||||||||
Income from Continuing Operations |
8,427 | 2,364 | 256.5 | % | 44,363 | 17,736 | 150.1 | % | ||||||||||||||||
Income from Discontinued Operations,
Net of Income Taxes |
| | | | 23,105 | -100.0 | % | |||||||||||||||||
Net Income |
$ | 8,427 | $ | 2,364 | 256.5 | % | $ | 44,363 | $ | 40,841 | 8.6 | % | ||||||||||||
Basic Net Income Per Share: |
||||||||||||||||||||||||
Income from Continuing Operations |
$ | 0.49 | $ | 0.13 | $ | 2.53 | $ | 0.98 | ||||||||||||||||
Income from Discontinued Operations |
| | | 1.27 | ||||||||||||||||||||
Total |
$ | 0.49 | $ | 0.13 | $ | 2.53 | $ | 2.25 | ||||||||||||||||
Diluted Net Income Per Share: |
||||||||||||||||||||||||
Income from Continuing Operations |
$ | 0.48 | $ | 0.13 | $ | 2.48 | $ | 0.95 | ||||||||||||||||
Income from Discontinued Operations |
| | | 1.23 | ||||||||||||||||||||
Total |
$ | 0.48 | $ | 0.13 | $ | 2.48 | $ | 2.18 | ||||||||||||||||
Weighted Average Shares Outstanding: |
||||||||||||||||||||||||
Basic |
17,020,903 | 17,944,321 | 17,407,510 | 18,129,386 | ||||||||||||||||||||
Diluted |
17,356,634 | 18,357,259 | 17,746,613 | 18,674,689 | ||||||||||||||||||||
GAAP Underwriting Ratios: |
||||||||||||||||||||||||
Loss ratio |
68.1 | % | 57.1 | % | 11.0 | Pts. | 63.9 | % | 55.7 | % | 8.2 | Pts. | ||||||||||||
Expense ratio |
29.7 | % | 30.7 | % | -1.0 | Pts. | 31.0 | % | 28.0 | % | 3.0 | Pts. | ||||||||||||
Combined ratio |
97.8 | % | 87.8 | % | 10.0 | Pts. | 94.9 | % | 83.7 | % | 11.2 | Pts. | ||||||||||||
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First Mercury Financial Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
December 31, | December 31, | |||||||
2009 | 2008 | |||||||
(Dollars in thousands, | ||||||||
except share and per share data) | ||||||||
ASSETS |
||||||||
Investments |
||||||||
Debt securities |
$ | 648,522 | $ | 495,799 | ||||
Equity securities and other |
38,752 | 15,089 | ||||||
Short-term |
12,216 | 32,142 | ||||||
Total Investments |
699,490 | 543,030 | ||||||
Cash and cash equivalents |
14,275 | 31,833 | ||||||
Premiums and reinsurance balances receivable |
78,544 | 56,398 | ||||||
Accrued investment income |
6,248 | 5,400 | ||||||
Accrued profit sharing commissions |
14,661 | 11,315 | ||||||
Reinsurance recoverable on paid and unpaid losses |
172,711 | 135,617 | ||||||
Prepaid reinsurance premiums |
57,374 | 48,921 | ||||||
Deferred acquisition costs |
25,654 | 27,369 | ||||||
Intangible assets, net of accumulated amortization |
37,104 | 39,351 | ||||||
Goodwill |
25,483 | 25,483 | ||||||
Deferred federal income taxes |
| 2,161 | ||||||
Other assets |
26,049 | 16,775 | ||||||
Total Assets |
$ | 1,157,593 | $ | 943,653 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Loss and loss adjustment expense reserves |
$ | 488,444 | $ | 372,721 | ||||
Unearned premium reserves |
146,773 | 147,849 | ||||||
Long-term debt |
67,013 | 67,013 | ||||||
Funds held under reinsurance treaties |
71,661 | 49,419 | ||||||
Premiums payable to insurance companies |
31,167 | 27,831 | ||||||
Reinsurance payable on paid losses |
958 | 1,167 | ||||||
Deferred federal income taxes |
13,844 | | ||||||
Accounts payable, accrued expenses, and other liabilities |
21,649 | 16,016 | ||||||
Total Liabilities |
841,509 | 682,016 | ||||||
Stockholders Equity |
||||||||
Common stock, $0.01 par value; authorized 100,000,000
shares; issued
and outstanding 17,181,106 and 17,836,337 shares |
172 | 178 | ||||||
Paid-in-capital |
154,417 | 161,957 | ||||||
Accumulated other comprehensive income (loss) |
16,256 | (3,027 | ) | |||||
Retained earnings |
147,087 | 103,028 | ||||||
Treasury stock; 130,600 and 33,600 shares |
(1,848 | ) | (499 | ) | ||||
Total Stockholders Equity |
316,084 | 261,637 | ||||||
Total Liabilities and Stockholders Equity |
$ | 1,157,593 | $ | 943,653 | ||||
Book Value Per Share |
$ | 18.40 | $ | 14.67 | ||||
Tangible Book Value Per Share |
$ | 15.49 | $ | 11.79 | ||||
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First Mercury Financial Corporation
Summary Financial Data
Summary Financial Data
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||||
Gross Written Premiums: |
||||||||||||||||
Security |
$ | 12,627 | $ | 16,788 | $ | 56,462 | $ | 66,652 | ||||||||
Specialty |
55,590 | 31,041 | 146,477 | 142,041 | ||||||||||||
Contract Underwriting |
17,403 | 16,682 | 66,148 | 63,774 | ||||||||||||
FM Emerald |
13,138 | 16,874 | 56,751 | 42,142 | ||||||||||||
Other |
3,453 | 1,772 | 18,580 | 6,667 | ||||||||||||
Gross written premiums |
$ | 102,211 | $ | 83,157 | $ | 344,418 | $ | 321,276 | ||||||||
Net Written Premiums: |
||||||||||||||||
Security |
$ | 7,968 | $ | 11,902 | $ | 36,314 | $ | 47,887 | ||||||||
Specialty |
45,395 | 23,135 | 105,219 | 105,467 | ||||||||||||
Contract Underwriting |
12,880 | 15,601 | 45,046 | 42,877 | ||||||||||||
FM Emerald |
5,901 | 7,250 | 24,759 | 17,053 | ||||||||||||
Other |
2,769 | 1,772 | 13,167 | 6,667 | ||||||||||||
Net written premiums |
$ | 74,913 | $ | 59,660 | $ | 224,505 | $ | 219,951 | ||||||||
Commissions and Fees: |
||||||||||||||||
Insurance underwriting commissions and fees |
$ | 1,511 | $ | (818 | ) | $ | 5,501 | $ | 1,318 | |||||||
Insurance services commissions and fees |
6,571 | 5,911 | 26,497 | 19,671 | ||||||||||||
Total commissions and fees |
$ | 8,082 | $ | 5,093 | $ | 31,998 | $ | 20,989 | ||||||||
Cash and Cash Equivalents: |
||||||||||||||||
Net cash provided by operating activities continuing operations |
$ | 20,272 | $ | 23,055 | $ | 86,878 | $ | 114,768 | ||||||||
Net cash provided by operating activities discontinued operations |
| | | 1,928 | ||||||||||||
Net cash used in investing activities continuing operations |
(22,790 | ) | (10,386 | ) | (95,303 | ) | (138,571 | ) | ||||||||
Net cash provided by investing activities discontinued operations |
| | | 41,830 | ||||||||||||
Net cash provided by (used in) financing activities |
588 | (3,431 | ) | (9,133 | ) | (6,554 | ) | |||||||||
Net increase (decrease) in cash and cash equivalents |
$ | (1,930 | ) | $ | 9,238 | $ | (17,558 | ) | $ | 13,401 | ||||||
Return on Equity: (1) |
||||||||||||||||
Net income |
10.8 | % | 3.6 | % | 15.3 | % | 16.6 | % | ||||||||
Operating net income |
8.7 | % | 12.1 | % | 9.1 | % | 12.8 | % | ||||||||
Operating Net Income: (3) |
||||||||||||||||
Net income |
$ | 8,427 | $ | 2,364 | $ | 44,363 | $ | 40,841 | ||||||||
Adjust for Net realized gains and losses on investments, net of tax |
(1,821 | ) | 5,118 | (18,204 | ) | 10,783 | ||||||||||
Adjust for Other-than-temporary impairment losses on investments,
net of tax |
158 | 258 | 435 | 2,664 | ||||||||||||
Adjust for Change in fair value of derivative instruments, net of tax |
| 131 | (261 | ) | 203 | |||||||||||
Adjust for Discontinued operations, net of tax |
| | | (23,105 | ) | |||||||||||
Operating net income |
$ | 6,764 | $ | 7,871 | $ | 26,333 | $ | 31,386 | ||||||||
Operating Net Income Per Share: (3) |
||||||||||||||||
Diluted |
$ | 0.39 | $ | 0.43 | $ | 1.47 | $ | 1.68 | ||||||||
Tangible Stockholders Equity: (2) |
||||||||||||||||
Total stockholders equity |
$ | 316,084 | $ | 261,637 | ||||||||||||
Intangible assets, net |
(37,104 | ) | (39,351 | ) | ||||||||||||
Deferred tax liability intangible assets, net |
12,613 | 13,399 | ||||||||||||||
Goodwill |
(25,483 | ) | (25,483 | ) | ||||||||||||
Tangible stockholders equity |
$ | 266,110 | $ | 210,202 | ||||||||||||
(1) | Return on equity represents net income and operating net income expressed on an annualized
basis as a percentage of average stockholders equity. |
|
(2) | Tangible stockholders equity is total stockholders equity excluding the value of intangible
assets, net of accumulated amortization, goodwill, and the deferred tax liability related to
intangible assets. |
|
(3) | See discussion of use of non-GAAP financial measures above. |
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