State National Companies, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - EX-31.1 - State National Companies, Inc.	snc-20160630ex311375644.htm
EX-32.1 - EX-32.1 - State National Companies, Inc.	snc-20160630ex3217e1921.htm
EX-31.2 - EX-31.2 - State National Companies, Inc.	snc-20160630ex312e23a62.htm

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended	June 30, 2016


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from		to
Commission File Number	001-36712

STATE NATIONAL COMPANIES, INC.

(Exact name of registrant as specified in its charter)


Delaware		26-0017421
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1900 L. Don Dodson Drive, Bedford, Texas		76021
(Address of principal executive offices)		(Zip Code)

(817) 265-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at August 5, 2016
(Common stock, $.001 par value)		42,336,373 Shares

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STATE NATIONAL COMPANIES, INC.

INDEX


		Page No.
Part I - Financial Information

Item 1:	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets – June 30, 2016 (unaudited) and December 31, 2015	1

	Unaudited Condensed Consolidated Statements of Income – three months ended June 30, 2016 and 2015	3

	Unaudited Condensed Consolidated Statements of Comprehensive Income – three months ended June 30, 2016 and 2015	4

	Unaudited Condensed Consolidated Statements of Shareholders’ Equity – three months ended June 30, 2016 and twelve months ended December 31, 2015	5

	Unaudited Condensed Consolidated Statements of Cash Flows – three months ended June 30, 2016 and 2015	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4:	Controls and Procedures	39

Part II - Other Information

Item 1:	Legal Proceedings	40

Item 1A:	Risk Factors	40

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3:	Defaults Upon Senior Securities	40

Item 4:	Mine Safety Disclosures	40

Item 5:	Other Information	40

Item 6:	Exhibits	40

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PART I - FINANCIAL INFORMATION

Item 1: Unaudited Condensed Consolidated Financial Statements

STATE NATIONAL COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in thousands)


	June 30,		December 31,
	2016		2015
Assets		(Unaudited)
Investments:
Fixed-maturity securities – available-for-sale, at fair value (amortized cost – $339,383, $327,764, respectively)	$	349,236	$	329,522
Equity securities – available-for-sale, at fair value (cost – $3,790, $4,796, respectively)		4,165		5,544
Total investments		353,401		335,066

Cash and cash equivalents		45,632		51,770
Restricted cash and investments		2,835		3,717
Accounts receivable from agents, net		30,461		23,913
Reinsurance recoverable on paid losses		1,026		1,187
Deferred acquisition costs		953		1,075
Reinsurance recoverables		2,044,228		1,911,660
Property and equipment, net (includes land held for sale – $1,034, $1,034, respectively)		16,758		17,163
Interest receivable		2,163		2,158
Income taxes receivable		610		3,330
Deferred income taxes, net		22,676		26,208
Goodwill and intangible assets, net		5,598		5,958
Other assets		6,109		4,353
Total assets	$	2,532,450	$	2,387,558

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATE NATIONAL COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

($ in thousands, except for share and per share information)


	June 30,		December 31,
	2016		2015
Liabilities		(Unaudited)
Unpaid losses and loss adjustment expenses	$	1,450,261	$	1,364,774
Unearned premiums		627,878		585,448
Allowance for policy cancellations		56,616		59,610
Deferred ceding fees		30,758		29,119
Accounts payable to agents		2,206		2,458
Accounts payable to insurance companies		9,709		3,801
Debt, net		43,761		43,740
Other liabilities		30,907		35,151
Total liabilities		2,252,096		2,124,101

Shareholders’ equity
Common stock, $.001 par value (150,000,000 shares authorized; 42,383,994 and 42,699,550 shares issued at June 30, 2016 and December 31, 2015, respectively)		42		43
Preferred stock, $.001 par value (10,000,000 shares authorized; no shares issued and outstanding at June 30, 2016 and December 31, 2015)		—		—
Additional paid-in capital		226,644		224,719
Retained earnings		46,725		37,322
Accumulated other comprehensive income		6,943		1,373
Total shareholders’ equity		280,354		263,457
Total liabilities and shareholders’ equity	$	2,532,450	$	2,387,558

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATE NATIONAL COMPANIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

($ in thousands, except for per share information)


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2016		2015		2016		2015
Revenues:
Premiums earned	$	28,916	$	25,705	$	60,593	$	54,989
Commission income		305		364		626		734
Ceding fees		16,917		16,379		33,161		30,523
Net investment income		2,100		2,272		4,140		3,953
Realized net investment gains (losses)		282		1,186		(356)		1,451
Other income		459		462		915		847
Total revenues		48,979		46,368		99,079		92,497

Expenses:
Losses and loss adjustment expenses		13,743		12,649		28,832		26,182
Commissions		1,130		1,260		2,827		2,757
Taxes, licenses, and fees		804		563		1,506		1,275
General and administrative		17,148		16,051		34,142		32,193
Interest expense		553		505		1,090		1,005
Total expenses		33,378		31,028		68,397		63,412

Income (loss) before income taxes		15,601		15,340		30,682		29,085

Income taxes:
Current tax expense (benefit)		6,137		7,770		10,491		13,014
Deferred tax expense (benefit)		(524)		(2,112)		533		(2,285)
		5,613		5,658		11,024		10,729
Net income (loss)	$	9,988	$	9,682	$	19,658	$	18,356

Net income (loss) per share attributable to common shareholders:
Basic earnings per share	$	0.24	$	0.22	$	0.46	$	0.41
Diluted earnings per share		0.24		0.22		0.46		0.41

Dividends, per share	$	0.06	$	0.01	$	0.12	$	0.02

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATE NATIONAL COMPANIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ in thousands)


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2016		2015		2016		2015

Net income (loss)	$	9,988	$	9,682	$	19,658	$	18,356

Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) during the period		3,943		(4,709)		8,515		(1,763)
Tax effect on unrealized holding gains (losses) during the period		(1,380)		1,652		(2,980)		621
Less: reclassification adjustments for realized gains included in net income		(95)		(935)		54		(1,023)
Tax effect on reclassification adjustments for realized gains included in net income		33		323		(19)		354
Other comprehensive income (loss)		2,501		(3,669)		5,570		(1,811)

Total comprehensive income (loss)	$	12,489	$	6,013	$	25,228	$	16,545

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATE NATIONAL COMPANIES, INC.

unaudited condensed Consolidated Statements of Shareholders’ Equity

($ in thousands)


							Accumulated
			Additional				Other
	Common		Paid-In		Retained		Comprehensive
	Stock		Capital		Earnings		Income		Total

Balance at December 31, 2014	$	44	$	220,577	$	16,108	$	4,143	$	240,872
Stock-based compensation expense		—		4,142		—		—		4,142
Dividends declared		—		—		(6,196)		—		(6,196)
Repurchase of common stock		(1)		—		(17,256)		—		(17,257)
Net income (loss)		—		—		44,666		—		44,666
Other comprehensive income (loss), net of tax		—		—		—		(2,770)		(2,770)
Balance at December 31, 2015		43		224,719		37,322		1,373		263,457
Stock-based compensation expense		—		1,925		—		—		1,925
Dividends declared		—		—		(5,092)		—		(5,092)
Repurchase of common stock		(1)		—		(5,163)		—		(5,164)
Net income (loss)		—		—		19,658		—		19,658
Other comprehensive income (loss), net of tax		—		—		—		5,570		5,570
Balance at June 30, 2016	$	42	$	226,644	$	46,725	$	6,943	$	280,354

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATE NATIONAL COMPANIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)


	Six Months Ended
	June 30,		June 30,
	2016		2015
Operating activities
Net cash provided by (used in) operating activities	$	15,239	$	13,786

Investing activities
Purchase of investments		(47,010)		(37,437)
Proceeds from sale of investments		25,260		16,259
Proceeds from maturities and principal receipts		10,856		16,882
Proceeds from dispositions of property and equipment		48		448
Purchase of property and equipment		(555)		(601)
Net cash provided by (used in) investing activities		(11,401)		(4,449)

Financing activities
Dividends paid		(2,552)		(442)
Repurchase of common stock		(7,424)		—
Net cash provided by (used in) financing activities		(9,976)		(442)

Net change in cash and cash equivalents		(6,138)		8,895
Cash and cash equivalents at beginning of period		51,770		38,348
Cash and cash equivalents at end of period	$	45,632	$	47,243

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Description of Business

State National Companies, Inc. (the “Company”) refers to a group of companies that conduct insurance-related activities along two major segments. The Company’s Program Services segment generates fee income, in the form of ceding fees, by offering issuing carrier capacity to both specialty general agents and other producers (“GAs”), who sell, control, and administer books of insurance business that are supported by third parties that assume reinsurance risk. Substantially all of the risk associated with the Program Services segment is ceded to unaffiliated, highly rated reinsurance companies or other reinsurers that provide collateral. The Company’s Lender Services segment generates premiums primarily from the sale of collateral protection insurance (“CPI”), which insures automobiles or other vehicles held as collateral for loans made by credit unions, banks and specialty finance companies.

Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and all subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2015 and 2014.

The interim financial data as of June 30, 2016 and 2015 is unaudited. However, in the opinion of the Company’s management (“Management”), the interim data includes all adjustments, consisting of normal recurring adjustments, necessary to fairly state the results for the interim period. The results of operations for the period ended June 30, 2016 and 2015 are not necessarily indicative of the operating results to be expected for the full year.

Refer to “Summary of Significant Accounting Policies” in the consolidated financial statements for the years ended December 31, 2015, 2014 and 2013 for information on accounting policies that we consider critical in preparing consolidated financial statements.

Estimates

The preparation of financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from these estimates.

Earnings Per Share

The computation of earnings per share is based upon the weighted average number of common shares outstanding during the period plus the effect of common shares potentially issuable (in periods in which they have a dilutive effect).

Income Taxes

For any uncertain tax positions not meeting the “more likely than not” recognition threshold, accounting standards require recognition, measurement, and disclosure in the financial statements. There were no uncertain tax positions at June 30, 2016 and December 31, 2015.

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Stock-based Compensation

Compensation expense for stock-based payments is recognized based on the measurement-date fair value for awards that will settle in shares. Compensation expense for restricted stock grants and stock option awards that contain a service condition are recognized on a straight line pro rata basis over the vesting period. For restricted stock awards that contain a performance condition, the expense is recognized based on the awards expected to vest and the cumulative expense is adjusted whenever the estimate of the number of awards to vest changes. See Note 7 — “Stock-based Payments” for related disclosures.

Recent Accounting Pronouncements

In May 2014, the FASB issued an accounting standards update (ASU 2014-09), “Revenue from Contracts with Customers” (Topic 606). The core guidance of the ASU presents a comprehensive revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The ASU provides a five-step analysis of transactions to determine when and how revenue is recognized and requires additional disclosures sufficient to describe the nature, amount, timing and uncertainty of revenue and cash flows for these transactions. In August 2015, the FASB issued ASU 2015-14 to defer the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. As insurance contracts are excluded from this ASU, the Company is currently evaluating what impact, if any, this ASU will have on financial results and disclosures and which adoption method to apply.

In April 2015, the FASB issued an accounting standards update (ASU 2015-03), “Interest – Imputation of Interest” (Topic 835). The new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in ASU 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. The FASB therefore issued ASU 2015-15 “Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which clarified that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. For public business entities, the guidance is effective for annual and interim periods beginning after December 15, 2015. The Company adopted ASU 2015-03 for the current reporting period.

In May 2015, the FASB issued an accounting standards update (ASU 2015-09), “Disclosures about Short-Duration Contracts” (Topic 944) intended to make targeted improvements to disclosure requirements for insurance companies that issue short-duration contracts. The amendments in this update are expected to increase transparency of significant estimates made in measuring those liabilities, improve comparability by requiring consistent disclosure of information, and provide financial statement users with additional information to facilitate analysis of the amount, timing, and uncertainty of cash flows arising from contracts issued by insurance entities and the development of loss reserve estimates. This ASU will be effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2016. The Company is currently evaluating what impact this ASU will have on disclosures.

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

In January 2016, the FASB issued an accounting standards update (ASU 2016-01), “Recognition and Measurement of Financial Assets and Financial Liabilities” (Sub-Topic 825-10). The amendments in this update supersede the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and require equity securities to be measured at fair value with changes in the fair value recognized through net income. The amendments are expected to improve financial reporting by providing relevant information about an entity’s equity investments and reducing the number of items that are recognized in other comprehensive income. This ASU is effective for annual and interim periods beginning after December 15, 2017. The Company is currently evaluating what impact this ASU will have on financial results and disclosures.

In February 2016, the FASB issued an accounting standards update (ASU 2016-02), “Leases” (Topic 842) that requires lessees to put most leases on their balance sheets but recognize expenses on their income statements. The FASB is issuing this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company does not plan to early adopt and is currently evaluating what impact this ASU will have on financial results and disclosures.

In March 2016, the FASB issued an accounting standards update (ASU 2016-08), “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” The new standard requires an entity to determine whether it is a principal or an agent in a transaction in which another party is involved in providing goods or services to a customer by evaluating the nature of its promise to the customer. An entity is a principal and therefore records revenue on a gross basis if it controls the promised good or service before transferring the good or service to the customer. An entity is an agent and records as revenue the net amount it retains for its agency services if its role is to arrange for another entity to provide the goods or services. The amendments clarify how an entity should identify the unit of accounting for the principal versus agent evaluation, and how it should apply the control principle to certain types of arrangements, such as service transactions, by explaining what a principal controls before the specified good or service is transferred to the customer. This ASU’s effective date and transition requirements are the same as those of the new revenue recognition standard which is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. The Company is currently evaluating what impact, if any, this ASU will have on financial results and disclosures.

In March 2016, the FASB issued an accounting standards update (ASU 2016-09), “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” Under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (APIC). Instead, companies will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, and APIC pools will be eliminated. For interim reporting purposes, companies will account for excess tax benefits and tax deficiencies as discrete items in the period in which they occur. In addition, the guidance eliminates the requirement that excess tax benefits be realized before companies can recognize them. The guidance requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. This ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company prospectively adopted the provisions of this ASU for the current reporting period and the impact was immaterial to financial results. There would have been no impact to prior periods.

In May 2016, the FASB issued an accounting standards update (ASU 2016-12), “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The amendments clarify that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. The amendments also clarify how an entity should evaluate the collectibility threshold and when

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. This ASU’s effective date and transition requirements are the same as those of the new revenue recognition standard which is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. The Company will be evaluating what impact, if any, this ASU will have on financial results and disclosures.

In June 2016, the FASB issued an accounting standards update (ASU 2016-13), “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost and require entities to record allowances for available-for-sale (AFS) debt securities rather than reduce the carrying amount, as they do today under the other-than-temporary impairment (OTTI) model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. This ASU is effective for annual and interim periods beginning after December 15, 2019. The Company will be evaluating what impact this ASU will have on financial results and disclosures.

Reclassifications

The Company adopted ASU 2015-03, “Interest – Imputation of Interest” for the current reporting period. Presentation of “Other Assets” and “Debt, net” on the prior year balance sheet have been retrospectively adjusted to reflect the adoption of this ASU. The 2015 presentation of each line was adjusted by $760 thousand to reflect the netting of unamortized debt issuance costs.

2. Investments

The following table summarizes information on the amortized cost, gross unrealized gains and losses, and the fair value of investment securities by class:


	Cost or		Gross		Gross
June 30, 2016	Amortized		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Gains		Losses		Value

Fixed-maturity securities
Government	$	21,116	$	686	$	—	$	21,802
Government agency		1,903		45		—		1,948
State and municipality		58,450		3,031		(16)		61,465
Industrial and miscellaneous		146,735		4,518		(1,959)		149,294
Residential mortgage-backed		68,121		1,924		(129)		69,916
Commercial mortgage-backed		40,133		1,471		(41)		41,563
Redeemable preferred stock		2,925		323		—		3,248
Total fixed-maturity securities		339,383		11,998		(2,145)		349,236

Equity securities
Non-redeemable preferred stock		3,778		184		(163)		3,799
Common stock		12		354		—		366
Total equity securities		3,790		538		(163)		4,165
Total investments	$	343,173	$	12,536	$	(2,308)	$	353,401

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)


	Cost or		Gross		Gross
December 31, 2015	Amortized		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Gains		Losses		Value

Fixed-maturity securities
Government	$	18,890	$	124	$	(35)	$	18,979
Government agency		2,025		31		(7)		2,049
State and municipality		68,461		1,895		(14)		70,342
Industrial and miscellaneous		132,797		2,139		(2,618)		132,318
Residential mortgage-backed		80,566		1,213		(793)		80,986
Commercial mortgage-backed		22,235		68		(150)		22,153
Redeemable preferred stock		2,790		16		(111)		2,695
Total fixed-maturity securities		327,764		5,486		(3,728)		329,522

Equity securities
Non-redeemable preferred stock		4,012		422		(69)		4,365
Common stock		784		414		(19)		1,179
Total equity securities		4,796		836		(88)		5,544
Total investments	$	332,560	$	6,322	$	(3,816)	$	335,066

Investment securities are exposed to various risks such as interest rate, market, and credit risk. Fair values of securities fluctuate based on the magnitude of changing market conditions; significant changes in market conditions could materially affect the portfolio fair value in the near term.

The following tables show the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


	Less than 12 Months				12 Months or More				Total
June 30, 2016	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Value		Losses

Fixed-maturity securities
State and municipality	$	365	$	(16)	$	—	$	—	$	365	$	(16)
Industrial and miscellaneous		17,777		(1,422)		6,912		(537)		24,689		(1,959)
Residential mortgage-backed		255		(2)		6,357		(127)		6,612		(129)
Commercial mortgage-backed		953		—		2,534		(41)		3,487		(41)
Total fixed-maturity securities		19,350		(1,440)		15,803		(705)		35,153		(2,145)

Equity securities
Non-redeemable preferred stock		1,203		(102)		290		(61)		1,493		(163)
Total equity securities		1,203		(102)		290		(61)		1,493		(163)
	$	20,553	$	(1,542)	$	16,093	$	(766)	$	36,646	$	(2,308)

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)


	Less than 12 Months				12 Months or More				Total
December 31, 2015	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Value		Losses

Fixed-maturity securities
Government	$	2,757	$	(23)	$	1,290	$	(12)	$	4,047	$	(35)
Government agency		665		(7)		—		—		665		(7)
State and municipality		405		(1)		369		(13)		774		(14)
Industrial and miscellaneous		74,782		(2,139)		2,440		(479)		77,222		(2,618)
Residential mortgage-backed		31,090		(258)		13,227		(535)		44,317		(793)
Commercial mortgage-backed		13,317		(147)		413		(3)		13,730		(150)
Redeemable preferred stock		1,020		(51)		292		(60)		1,312		(111)
Total fixed-maturity securities		124,036		(2,626)		18,031		(1,102)		142,067		(3,728)

Equity securities
Non-redeemable preferred stock		2,067		(69)		—		—		2,067		(69)
Common stock		753		(19)		—		—		753		(19)
Total equity securities		2,820		(88)		—		—		2,820		(88)
	$	126,856	$	(2,714)	$	18,031	$	(1,102)	$	144,887	$	(3,816)

The determination that a security has incurred an other-than-temporary decline in fair value and the associated amount of any loss recognition requires the judgment of Management and a regular review of the Company’s investments. Management reviewed all securities with unrealized losses in accordance with the Company’s impairment policy described in Note 1 — “Summary of Significant Accounting Policies” in the consolidated financial statements for the years ended December 31, 2015, 2014 and 2013. Management believes that the temporary impairments are primarily the result of widening credit spreads. Management believes that despite the wider credit spreads, the securities are only temporarily impaired due to the strength of the issuing companies’ balance sheets, as well as their available liquidity options. There were 75 securities in an unrealized loss position at June 30, 2016. Over 65% of these investments were investment-grade at June 30, 2016. We do not intend to sell or believe we will be required to sell any of our temporarily-impaired fixed maturities before recovery of their amortized cost basis. Management has the intent and ability to hold the equity securities in an unrealized loss position until the recovery of their fair value. Therefore, Management does not consider these investments to be other-than-temporarily impaired at June 30, 2016.

Proceeds from sales of investments in fixed-maturity, equity and short-term securities for the six months ended June 30, 2016 and 2015 were $25.3 million and $16.3 million, respectively.

The Company holds convertible securities with embedded derivatives. The embedded derivative is bifurcated from the host contract if all of the following criteria are met: the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings; the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract; and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. These embedded derivatives are presented together with the host contract and carried at estimated fair value. Changes in the estimated fair value of the embedded derivatives are reflected in “Realized net investment gains” in the condensed consolidated statements of income, while changes in the estimated fair value of the underlying fixed maturity securities are reflected in “Unrealized holding gains (losses)” in the condensed consolidated statements of comprehensive income.

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

The following table presents the Company’s gross realized gains (losses) for the periods ended June 30:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
($ in thousands)	2016		2015		2016		2015
Realized gains:
Fixed-maturity securities	$	518	$	802	$	1,012	$	1,148
Equity securities		(1)		141		76		157
Gross realized gains		517		943		1,088		1,305
Realized losses:
Fixed-maturity securities		(157)		(30)		(410)		(127)
Equity securities		—		—		(98)		—
Other-than-temporary impairment losses on fixed-maturity securities		(1)		—		(90)		—
Gross realized losses		(158)		(30)		(598)		(127)
Change in fair value of embedded derivatives		(77)		273		(846)		273
Net realized investment gains (losses)	$	282	$	1,186	$	(356)	$	1,451

The Company had two non-cash exchanges of investment securities for the six months ended June 30, 2016 and two non-cash exchanges for the six months ended June 30, 2015. Non-cash consideration received and gains for these exchanges was $747 thousand and $761 thousand for the six months ended June 30, 2016 and June 30, 2015 respectively. Gains of $96 thousand and $72 thousand were recognized on these exchanges and are reflected in “Realized net investment gains” on the condensed consolidated statements of income.

The following schedule details the maturities of the Company’s fixed-maturity securities, available-for-sale, as of June 30, 2016:


			Fair
($ in thousands)	Amortized Cost		Value

Due in one year or less	$	10,273	$	10,447
Due after one year through five years		118,002		119,939
Due after five years through ten years		90,347		94,241
Due after ten years		12,507		13,130
Residential mortgage-backed securities		68,121		69,916
Commercial mortgage-backed securities		40,133		41,563
	$	339,383	$	349,236

Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

The Company’s investment portfolio includes $0.9 million of mortgage-backed securities collateralized by subprime residential loans, which represent approximately 0.25% of the Company’s total investments as of June 30, 2016. The Company does not own mortgage derivatives.

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Net investment income for the periods ended June 30, consists of the following:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
($ in thousands)	2016		2015		2016		2015

Interest on investments	$	2,186	$	2,348	$	4,335	$	4,169
Dividends		123		70		239		99
Gross investment income		2,309		2,418		4,574		4,268
Investment expenses		(209)		(146)		(434)		(315)
Net investment income	$	2,100	$	2,272	$	4,140	$	3,953

The Company’s insurance subsidiaries, State National Insurance Company, Inc. (“SNIC”), National Specialty Insurance Company (“NSIC”) and United Specialty Insurance Company (“USIC”) are required to maintain deposits in various states where they are licensed to operate. These deposits consisted of fixed-maturity securities at fair values totaling $69.9 million and $53.5 million at June 30, 2016 and December 31, 2015, respectively.

3. Income Tax Provision

The Company computes its provision for income taxes in interim periods by applying its estimated annual effective tax rate against income (loss) before income taxes for the period. In addition, non-recurring or discrete items are recorded during the period in which they occur. The magnitude of the impact that discrete items have on the Company’s quarterly effective tax rate is dependent on the level of income in the period. A reconciliation of federal income tax expense computed by applying the federal statutory tax rate to income (loss) before income taxes for the six month periods ended June 30 is as follows:


	2016				2015
			Effective				Effective
($ in thousands)	Amount		Tax Rate		Amount		Tax Rate
Expected tax expense (benefit)	$	10,739	35.0	%	$	10,180	35.0	%
Tax-exempt income		(199)	(0.7)			(228)	(0.7)
State income taxes		522	1.7			818	2.9
Other		(38)	(0.1)			(41)	(0.3)
Total income tax expense (benefit)	$	11,024	35.9	%	$	10,729	36.9	%

4. Reinsurance

Through unaffiliated general agents, SNIC, NSIC, and USIC write property and casualty lines of business in the Program Services segment. This business is written and reinsured pursuant to quota share and excess of loss reinsurance contracts and general agency agreements that are tripartite agreements executed by SNIC, NSIC, or USIC, the reinsurer, and the general agent. Substantially all of the risk associated with this business is borne by the reinsurer. As compensation for writing this business, SNIC, NSIC, and USIC receive ceding fees from the producers and, accordingly, the related ceding fees receivable are reflected as accounts receivable from agents. If the producer defaults on its obligation to pay these fees (or any other amount due), the reinsurer is obligated to make the payment under the guarantee contained in the contracts.

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

SNIC and NSIC write business in the Lender Services segment through an affiliated general agent. The Company is party to a reinsurance agreement in which it cedes a percentage of certain CPI policies to CUMIS Insurance Society, Inc. (“CUNA Mutual”) and receives a ceding commission related to these policies.

The Company earns minimum ceding fees on certain programs based on estimates of annual premiums to be written for those programs that are subject to minimum premium levels and related ceding fees. The Company re-estimated its 2015 annual projection for such programs during the second quarter 2015, which resulted in an additional $1.25 million of minimum ceding fees earned for the three and six month periods ended June 30, 2015. The Company’s initial estimate of its 2016 annual projection for such programs has not changed as of June 30, 2016.

SNIC, NSIC, and USIC remain liable for unearned premiums and unpaid losses and loss adjustment expenses with respect to reinsurance ceded should the reinsurer be unable to meet its obligations. Management considers the possibility of a reinsurer becoming unable to meet its obligations as remote due to the reinsurers’ financial stability, A.M. Best Company rating, size, security funds available, and other factors as appropriate. Following is a summary of these balances:


	June 30,		December 31,
($ in thousands)	2016		2015
Ceded unearned premiums	$	605,744	$	559,638
Ceded loss and loss adjustment expense reserves		1,438,484		1,352,022
Total reinsurance recoverables		2,044,228		1,911,660
Secured reinsurance recoverables		(1,513,205)		(1,527,335)
Unsecured reinsurance recoverables	$	531,023	$	384,325

The fair value of all collateral held by SNIC, NSIC and USIC for reinsurers for whom we require collateral is approximately 146% of the related reinsurance recoverables as of June 30, 2016, with the lowest ratio for any such reinsurer being 100%.

5. Fair Value Measurements

Assets and liabilities reported in the condensed consolidated financial statements at fair value are required to be classified according to a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into three levels. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Level 1 and 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

Level 1: Inputs are quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.

Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument. These inputs include market interest rates and volatilities, spreads, and yield curves.

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Level 3: Inputs are unobservable. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.

A description of the Company’s valuation techniques used to measure its assets at fair value is as follows:

Available-for-sale, fixed-maturity securities: All fixed-maturity investments are currently reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from either an independent pricing service using quoted prices or from its third-party investment managers. These Level 2 inputs are valued by either the pricing service or the investment managers utilizing observable data that may include dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus, prepayment speeds, credit information, and the security’s terms and conditions, among other things.

Available-for-sale equity securities: Equity securities are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service using quoted prices or from its third-party investment managers. These Level 2 inputs are valued by either the pricing service or the investment managers utilizing observable data that may include dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus, prepayment speeds, credit information, and the security’s terms and conditions, among other things.

Embedded derivatives: The Company invests in convertible securities that have embedded derivatives. Embedded derivatives are recorded at estimated fair value with changes in estimated fair value reported in the consolidated statements of net income. The estimated fair value of the embedded derivatives is calculated by the Company’s third-party investment managers using observable inputs.

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Management has reviewed the processes used by the pricing services and has determined that they result in fair values consistent with requirements for Level 2 investment securities. Based on an analysis of the inputs, the Company’s investments measured at fair value on a recurring basis have been categorized as follows:


June 30, 2016
($ in thousands)	Level 1		Level 2		Level 3		Total

Fixed-maturity securities
Government	$	—	$	21,802	$	—	$	21,802
Government agency		—		1,948		—		1,948
State and municipality		—		61,465		—		61,465
Industrial and miscellaneous		—		149,294		—		149,294
Residential mortgage-backed		—		69,916		—		69,916
Commercial mortgage-backed		—		41,563		—		41,563
Redeemable preferred stock		—		3,248		—		3,248
Total fixed-maturity securities		—		349,236		—		349,236

Equity securities
Non-redeemable preferred stock		—		3,799		—		3,799
Common stock		—		366		—		366
Total equity securities		—		4,165		—		4,165
Total investments	$	—	$	353,401	$	—	$	353,401


December 31, 2015
($ in thousands)	Level 1		Level 2		Level 3		Total

Fixed-maturity securities
Government	$	—	$	18,979	$	—	$	18,979
Government agency		—		2,049		—		2,049
State and municipality		—		70,342		—		70,342
Industrial and miscellaneous		—		132,318		—		132,318
Residential mortgage-backed		—		80,986		—		80,986
Commercial mortgage-backed		—		22,153		—		22,153
Redeemable preferred stock		—		2,695		—		2,695
Total fixed-maturity securities		—		329,522		—		329,522

Equity securities
Non-redeemable preferred stock		—		4,365		—		4,365
Common stock		—		1,179		—		1,179
Total equity securities		—		5,544		—		5,544
Total investments	$	—	$	335,066	$	—	$	335,066

The fair value of embedded derivatives included in Level 2 securities was $8.1 million and $8.6 million at June 30, 2016 and December 31, 2015, respectively.

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

There was no Level 3 activity including gains or losses recognized, purchases, or sales transaction during the periods ending June 30, 2016 and December 31, 2015.

Transfers between levels are recognized at the end of the reporting period. There were no transfers between Level 1, Level 2, and Level 3 at June 30, 2016 and December 31, 2015.

6. 401(k) Profit-Sharing Plan and Trust

The Company has a 401(k) profit-sharing plan for employees that covers all officers and employees who are at least 18 years of age. The Company is required to make a matching contribution of 100% of the first 1% and 50% of the next 5% of employees’ contributions. Also, the Company may make additional matching and profit-sharing contributions that are discretionary and are determined at the end of each plan year. The employer contribution expense included in general and administrative expenses for the three months ended June 30, 2016 was $369 thousand (2015 - $328 thousand) and the six months ended June 30, 2016 was $778 thousand (2015 - $675 thousand).

7. Stock-based Payments

On May 29, 2014, the Company’s shareholders approved the 2014 Long-Term Incentive Plan (“2014 Plan”), which provides for an aggregate of 4.4 million shares of common stock that may be issued to employees and non-employee directors. Awards under the 2014 Plan may be in the form of stock options (including incentive stock options that meet the requirements of Section 422 of the Internal Revenue Code and non-statutory stock options), restricted stock, restricted stock units, stock appreciation rights and performance units.

The fair value of the restricted shares granted is determined based on the most recent trading price of the stock as of the grant date. The fair value of each stock option grant is established on the grant date using the Black-Scholes option pricing model. There were no options granted during the six month period ended June 30, 2015. The Company granted 575,000 options during the six month period ended June 30, 2016. The following table summarizes the assumptions used to value these options:


	Grant Date
	February 8, 2016		June 22, 2016
Options granted	500,000		75,000
Risk-free rate of return	1.25	%	1.27	%
Expected dividend yields	2.44	%	2.30	%
Expected volatility	26.53	%	26.66	%
Expected award life (years)	5.50		5.50

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

A summary of the Company’s restricted shares and stock options activity for the six months ended June 30, 2016 and 2015 is shown below:


		Weighted-Average			Weighted-Average
	Restricted	Grant Date Fair Value		Stock	Grant Date Fair Value
June 30, 2016	Shares	per Restricted Share		Options	per Stock Option
Nonvested at beginning of period	144,362	$	10.05	1,855,918	$	3.22
Granted	211,383		12.00	575,000		1.93
Forfeited	—		—	—		—
Vested	(11,028)		10.88	(927,955)		3.22
Nonvested at end of period	344,717		11.22	1,502,963		2.73

		Weighted-Average			Weighted-Average
	Restricted	Grant Date Fair Value		Stock	Grant Date Fair Value
June 30, 2015	Shares	per Restricted Share		Options	per Stock Option
Nonvested at beginning of period	12,000	$	10.00	2,783,873	$	3.22
Granted	241,088		10.02	—		—
Forfeited	—		—	—		—
Vested	(12,000)		10.00	(927,955)		3.22
Nonvested at end of period	241,088		10.02	1,855,918		3.22

Compensation expense for all share-based compensation was $1.0 million for the three months ended June 30, 2016 and $1.1 million for the three months ended June 30, 2015. Compensation expense for all share-based compensation was $1.9 million for the six months ended June 30, 2016 and June 30, 2015.

8. Concentration of Risk

The Company maintains cash and cash equivalents in accounts with financial institutions in excess of the amount insured by the Federal Deposit Insurance Corporation. The Company monitors the financial stability of these institutions regularly, and Management does not believe there is significant credit risk associated with deposits in excess of federally insured amounts.

The Company’s writings in California, Texas, Florida and New York comprised 58% and 56% of gross premiums written for the periods ending June 30, 2016 and 2015, respectively. The four largest reinsurers with unsecured reinsurance recoverables, all of which are rated A or higher by A.M. Best, accounted for approximately 19%, 13%, 10%, and 6% of the Company’s unsecured reinsurance recoverables at June 30, 2016.

9. Commitments and Contingencies

The Company is involved in various legal proceedings incidental to its normal business activities. Management of the Company does not anticipate that the outcome of such legal actions will have a material effect on the Company’s consolidated financial position or results of operations.

SNIC, NSIC, and USIC are subject to assessments from various insurance regulatory agencies related to insurance company insolvencies. Management is not aware of any material assessments for which notice has not yet been

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

received. However, to the extent that such assessments are made, the Company has the contractual right to recover these amounts from the underlying reinsurers.

The Company has a Collateral Protection Alliance (the “Alliance”) with CUMIS Insurance Society, Inc., a subsidiary of CUNA Mutual, to administer and write CPI business for CUNA Mutual’s customers. The Alliance includes an agency agreement and a reinsurance agreement whereby the Company cedes a portion of the business back to CUNA Mutual. In connection with the Alliance, the Company has a purchase option and CUNA Mutual has a put option, whereby the Company is obligated to purchase CUNA Mutual’s right to participate in future program business at a specified price in the event of termination of the Alliance.

The Company has entered into an agreement to acquire an admitted shell company with licenses in 49 states for $7,350,000, plus the value of capital and surplus. Subject to regulatory approvals and customary closing conditions, the transaction is expected to close by the end of the third quarter of 2016.

10. Earnings Per Share

A reconciliation of the numerators and denominators of the basic and diluted per share calculations is presented below:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
($ in thousands, except for per share amounts)	2016		2015		2016		2015

Numerator for both basic and diluted earnings per share:
Net income (loss)	$	9,988	$	9,682	$	19,658	$	18,356

Denominator for both basic and diluted earnings per share:
Weighted-average common shares outstanding		42,310,242		44,247,102		42,326,799		44,247,102

Dilutive effect of outstanding securities (determined using the treasury stock method)		11,365		4,739		31,161		2,406

Weighted-average common shares outstanding and potential common shares outstanding		42,321,607		44,251,841		42,357,960		44,249,508

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

11. Segment Information

The following is business segment information for the periods indicated:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
($ in thousands)	2016		2015		2016		2015
Revenues:
Program	$	16,917	$	16,376	$	33,161	$	30,509
Lender		29,692		26,443		62,138		56,459
Corporate		2,370		3,549		3,780		5,529
Consolidated revenues	$	48,979	$	46,368	$	99,079	$	92,497

Income (loss) before income taxes:
Program	$	12,505	$	12,817	$	25,123	$	23,398
Lender		3,888		2,572		8,757		7,092
Corporate		(792)		(49)		(3,198)		(1,405)
Consolidated income (loss) before income taxes	$	15,601	$	15,340	$	30,682	$	29,085

The following table summarizes the financial assets of the Company’s segments as of the periods indicated:


	June 30,		December 31,
($ in thousands)	2016		2015
Assets:
Program	$	2,074,036	$	1,935,104
Lender		14,639		15,834
Corporate		443,775		436,620
	$	2,532,450	$	2,387,558

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STATE NATIONAL COMPANIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

12. Common Stock

On October 12, 2015, the Company announced a share repurchase program authorizing the repurchase up to $50 million in shares of the Company's common stock through December 31, 2016. Repurchases are made in accordance with the guidelines specified under Rule 10b-18 and may be made pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. During the six months ended June 30, 2016, the Company purchased 509,787 shares of its common stock at an aggregate purchase price including commissions of $5.2 million. The excess cost of the repurchased shares over par value was charged to retained earnings.

A summary of common stock repurchases for the period July 1, 2016 through August 5, 2016 (subsequent to June 30, 2016) and for the period ended June 30, 2016 is as follows:


		July 1 -		Six months ended
($ in thousands, except share and per share data)		August 5, 2016		June 30, 2016
Shares repurchased		47,621		509,787
Average price per share	$	10.44	$	10.10
Aggregate cost	$	497	$	5,164
Authorization remaining at end of period	$	27,151	$	27,648

13. Debt

The Company has three statutory business trusts (the “Trusts”) that were formed between 2002 and 2004, for the sole purpose of issuing $44.5 million of trust preferred securities in private offering transactions. The Trusts used the proceeds from these offerings, together with the equity proceeds received from the Company upon their initial formation to purchase variable-rate subordinated debentures issued by the Company. All voting securities of the Trusts are owned by the Company, and the debentures are the sole assets of the trusts. The Trusts meet the obligations of the trust preferred securities with the interest and principal paid on the debentures. The Company does not have a variable interest in the Trusts and therefore does not consolidate the Trusts. These debentures’ interest rates range from 3.80% to 4.10% plus the 3-month LIBOR. All of the debentures mature between 2032 and 2034 and are reflected net of debt issuance costs in the condensed consolidated balance sheets.

On March 31, 2016, the Company, through its subsidiary T.B.A. Insurance Group, Ltd. (“TBA”), entered into a loan agreement (“credit agreement”), which provides for a secured revolving credit facility in an aggregate principal amount of $15 million. The credit agreement matures on April 30, 2018. Under the credit agreement, TBA may request advances up to the aggregate amount of the unused commitment under the credit facility, on a revolving basis, prior to the maturity of the credit agreement. Borrowings under the credit agreement will bear interest at a variable rate equal to LIBOR plus 1.85% per annum; provided, however, that LIBOR shall be subject to a floor of 0.15%. TBA shall also pay a commitment fee on the daily average unused commitment amount for the period running from the closing date to the maturity date at a rate of 0.125% per annum. The credit agreement contains customary representations, warranties, covenants, and events of default, as well as a financial covenant requiring TBA and the Company to maintain a consolidated tangible net worth of at least $150 million. TBA’s obligations under the credit agreement are guaranteed by the Company and are secured by a securities account in the name of TBA and maintained with the creditor, in which TBA must maintain assets with a market value of at least $25 million.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking and Other Statements

Various statements contained in this Form 10-Q are forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and the Company’s future production, revenues, income and capital spending. The Company’s forward-looking statements are generally, but not always, accompanied by words such as “estimate,” “believe,” “expect,” “will,” “plan,” “target,” “could” or other words that convey the uncertainty of future events or outcomes.

There can be no assurance that actual developments will be those anticipated by us, and therefore you are cautioned not to place undue reliance on the Company’s forward-looking statements. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to, our ability to recover from our capacity providers, the cost and availability of reinsurance coverage, challenges to our use of issuing carrier or fronting arrangements by regulators or changes in state or federal insurance or other statutes or regulations, our dependence on a limited number of business partners, potential regulatory scrutiny of collateral protection insurance, level of new car sales, availability of credit for vehicle purchases and other factors affecting automobile financing, our ability to compete effectively, a downgrade in the financial strength ratings of our insurance subsidiaries, our ability to accurately underwrite and price our products and to maintain and establish accurate loss reserves, changes in interest rates or other changes in the financial markets, the effects of emerging claim and coverage issues, changes in the demand for our products, the effect of general economic conditions, breaches in data security or other disruptions with our technology, and changes in pricing or other competitive environments.

Forward-looking statements involve inherent risks and uncertainties that are difficult to predict and many of which are beyond the Company’s control. The Company cautions readers that various factors could cause its actual financial and operational results to differ materially from those indicated by forward-looking statements made from time-to-time in news releases, reports, proxy statements, registration statements, and other written communications, as well as oral statements made from time to time by representatives of the Company. These and other important factors, including those contained in Item 1A, "Risk Factors” in the 2015 Annual Report on Form 10-K, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. The forward-looking statements contained in this Form 10-Q speak only as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Overview

We are a leading specialty provider of property and casualty insurance services operating in two niche markets across the United States. In our Program Services segment, we leverage our “A” (Excellent) A.M. Best rating, expansive licenses and reputation to provide access to the U.S. property and casualty insurance market in exchange for ceding fees. In our Lender Services segment, we specialize in providing collateral protection insurance “CPI”, which insures personal automobiles and other vehicles held as collateral for loans made by credit unions, banks and specialty finance companies.

Our Program Services segment generates significant fee income, in the form of ceding fees, by offering issuing carrier (“fronting”) capacity to both specialty general agents and other producers (“GAs”), who sell, control, and administer books of insurance business that are supported by third parties that assume reinsurance risk. These reinsurers are domestic and foreign insurers and institutional risk investors (“capacity providers”) that want to access specific lines of U.S. property and casualty insurance business. Issuing carrier arrangements refer to our business in which we write insurance on behalf of a capacity provider and then reinsure the risk under these policies with the capacity provider in exchange for ceding fees. We reinsure substantially all of the risks in connection with our fronting arrangements to our capacity providers. As such, this segment generates very large gross premiums with no net premiums (except for the run-off of the retained business as described below). In many cases, we hold significant collateral to secure the associated reinsurance recoverables. Furthermore, to the extent funds related to settling balances (premiums,

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commissions and losses) between the GAs and the reinsurers are not the obligation of the Company, no receivables or payables are reflected in the Company’s financial statements for these amounts. In exchange for providing our insurance capacity, licensing and rating to our GA and insurer clients, we receive ceding fees averaging in excess of 5% of gross written premiums.

Our Lender Services segment generates premiums primarily from providing collateral protection insurance or CPI to our credit union, bank and specialty finance company clients. Lenders purchase CPI to provide coverage for automobiles or other vehicles of borrowers who do not uphold their obligation to insure the collateral underlying the loan. Our lender clients pay us directly for CPI and then add the cost of CPI to the borrower’s loan. Our CPI business is fully vertically integrated: we manage all aspects of the CPI business cycle, including sales and marketing, policy issuance, policy administration, underwriting and claims handling.

Recent Developments

On October 12, 2015, the Company announced a share repurchase program authorizing the repurchase of up to $50 million in shares of the Company's common stock through December 31, 2016. Repurchases are made in accordance with the guidelines specified under Rule 10b-18 and may be made under Rule 10b5-1, under the Securities Exchange Act of 1934. During the six months ended June 30, 2016, the Company purchased 509,787 shares of its common stock at an aggregate purchase price including commissions of $5.2 million. The excess cost of the repurchased shares over par value was charged to retained earnings.

Factors Affecting Our Operating Results

Trending Market Opportunities. We believe that macroeconomic conditions will provide us with growth opportunities in each of our business segments. Increasing automobile sales should expand lenders’ loan portfolios to improve our Lender Services results. Over the past decade, alternative capital has been entering the reinsurance market at an accelerating pace. This influx of capital has had the effect of compressing rates for reinsurance, which in the past was primarily written to reinsure catastrophe-exposed property insurance. These lower reinsurance rates are now driving industry capital to seek opportunity in U.S. primary insurance markets for both property and casualty lines. These market dynamics should provide growth opportunities in our Program Services segment.

In our Lender Services business, we believe that organic growth from our existing lender clients will be driven by overall growth in lenders’ portfolios as a result of rising automobile sales, higher average auto loan balances and an aging U.S. automobile fleet. We expect that new sales from our alliance with CUNA Mutual and potential new business from banks and specialty finance companies will produce additional premiums.

We believe that the increased role of capital market alternatives to reinsurance, including the capitalization of hedge fund-backed reinsurers and the availability of capital in the non-U.S. reinsurance market, is driving demand for our Program Services, as these firms typically do not have direct access to the U.S. insurance market. We are well positioned to meet this demand due to our highly rated and broadly licensed insurance subsidiaries in addition to our proven model to provide fronting for a fee.

We currently have a significant program with Nephila Capital, Ltd. (“Nephila”) under which we granted Nephila the exclusive right to utilize the Company as issuing carrier for U.S. catastrophe exposed property insurance from 2015 through 2019. Nephila is a hedge fund with approximately $11 billion in assets under management that participates in the market for catastrophe exposed property business. In exchange for this exclusive right, Nephila has agreed to pay State National contractual minimum ceding fees totaling $51.5 million through 2019. The minimum ceding fees are subject to State National maintaining its “A” A.M. Best rating and potential reductions to the extent that State National is unable to provide production year capacity or is otherwise constrained from writing premium. Also, under certain circumstances, Nephila may terminate the exclusivity, which would reduce the contractual minimum ceding fees to a total of $32.5 million for 2016 through 2019. In the event of such a termination, State National would have the ability to write the catastrophe exposed property business for other capacity providers. The timing and actual amount of gross premiums written for Nephila will impact the timing and amount of ceding fees earned each period under this program. See “—Principal Revenue and Expense Items—Minimum ceding fees.” Ceding fees earned for this program were $5.5

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million and $5.2 million for the six months ended June 30, 2016 and 2015, respectively. In addition, State National and Nephila have an alliance under which State National will use commercially reasonable efforts to acquire one admitted and one non-admitted property and casualty insurance shell company, which will be used exclusively to write the direct business produced by Nephila. Nephila will have a three year option to purchase these companies beginning three years after the shell companies first write premium. In the event that the option is exercised, contractual minimum payments to State National will extend for an additional two years. State National has entered into an agreement to acquire an admitted shell company with licenses in 49 states. Subject to regulatory approvals and customary closing conditions, the transaction is expected to close by the end of the third quarter of 2016.

In addition, downgrades of insurance companies may create increased demand for our fronting capacities. For example, we currently have a large active program with certain subsidiaries of Meadowbrook Insurance Group, Inc. (“MIG”), including Century Surety Company, Star Insurance Company and Savers Property & Casualty Insurance Company. This A.M. Best rating-sensitive book of business came to us in August of 2013 after A.M. Best downgraded the rating of the MIG insurance subsidiaries from “A-” to “B++”. Ceding fees earned were $7.5 and $7.3 million for the six months ended June 30, 2016 and 2015, respectively. We have amended our contract with Meadowbrook to extend the term through at least 2017, and by securing contractual minimum ceding fees of $12.5 million and $10.0 million for 2016 and 2017, respectively.

Run-off of the Retained Business. In the past, the Company has participated to a limited extent on a quota share basis in certain programs in the Program Services segment. From 2007 until 2011, California had required USIC to retain 10% of the risks written. After this requirement was lifted in early 2012, the Company reinsured to inception the retained business under most of the active contracts, but others continue to run-off. The Company has no active retained contracts and has no present intention of participating in future contracts. We refer to this business as “the run-off of the retained business.” As of June 30, 2016, we had net reserves of $4.4 million related to this business.

Seasonality of Our Business. Our Lender Services segment typically experiences seasonal fluctuations in written premium. The fourth quarter tends to generate the greatest amount of written premium, whereas the first quarter of the year tends to generate the least. We believe this trend follows loan delinquency patterns for the industry. We generally do not experience seasonality in our Program Services segment.

Principal Revenue and Expense Items

Premiums earned. Premiums earned are the earned portion of our net premiums written, which are predominately CPI premiums. As the CPI product is not a traditional insurance product, the premium recognition is likewise different. First, we do not record premiums until we collect them from our accounts since they have the right to waive the placement of insurance on any of their loans. Our standard premium notice cycles range from 42 to 84 days. Therefore, we earn premiums for such notice periods at the time they are written. Next, there is a high level of policy cancellations since borrowers often purchase insurance at the traditional rates that provides protection for them in addition to their lender. Due to this high level of policy cancellations, we split the premium into two pieces: (1) an allowance for future cancellations and (2) premiums that we expect to earn, which we refer to as “stick premiums.” We earn stick premiums on a pro rata basis over the terms of the policies. The CPI premiums written as presented in this document reflect the effects of the allowance for policy cancellations including any adjustments related to re-estimation of the allowance. As such, our recorded CPI premiums written are those that we expect to earn while those that are expected to cancel are included in the allowance for policy cancellations. At the end of each reporting period, stick premium written that is not earned is classified as unearned premium, which is earned in subsequent periods over the remaining terms of the policies. Our policies typically have a term of one year, although the average duration of our CPI policies is typically less than six months due to policy cancellations.

Ceding fees. Ceding fees are fees we receive in the Program Services segment in exchange for providing access to the U.S. property and casualty insurance market and are based on the gross premiums we write on behalf of our GA and capacity provider clients. We earn ceding fees in a manner consistent with the recognition of the gross earned premium on the underlying insurance policies, generally on a pro-rata basis over the terms of the policies reinsured, which policies often have a one year term.

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Minimum ceding fees. Minimum ceding fees are fees we receive pursuant to contractual minimum premium requirements for certain of our programs where either significant premium capacity is reserved for that program or where the expected premium volume is not reasonably assured. For those programs where a minimum applies, the ceding fees are considered as two distinct pieces (1) “premium related fees,” which are earned as the associated gross written premium is earned, typically pro rata on an annual basis; and (2) “capacity fees,” which are determined based on the shortfall, if any, between the program’s contractual annual premium minimum and the amount of premium that we estimate will be written in the contract year, which fees are earned over the contract year.

At the end of each quarter during the program contract year, we adjust the capacity fee based upon the re-estimated or actual amount of gross premiums that we expect will be written or that were written for that program for the full contract year. If the estimated annual gross written premiums fall below the minimum contract level in a given period, capacity fees associated with the estimated premium shortfall for that period are earned in that period. If the estimated annual gross written premiums equal or exceed the required minimum level for a given period, no capacity fees are recognized for that period, and the premium related fees are earned as the associated gross written premium is earned. In connection with our re-estimation process, if in a subsequent period we increase our estimate of the amount of gross premiums that we expect will be written under a program for the full contract year, we will reverse a portion of the capacity fees earned in a prior period. Conversely, to the extent that we decrease our estimate of gross premiums, we will recognize capacity fees associated with the additional shortfall in the current period.

Losses and loss adjustment expenses. Losses and loss adjustment expenses (“LAE”) include claims paid, estimates of future claim payments, changes in those estimates from prior reporting periods and costs associated with investigating, defending and servicing claims. We record loss and LAE related to estimates of future claim payments based on historical experience. We seek to establish all reserves at the most likely ultimate exposure based on our historical claims experience. We revise our estimates as we receive additional information about claims and the total costs of settlement.

Commissions. Substantially all commission expenses are related to our Lender Services segment. A significant portion of these amounts are paid to financial institutions as a means to reimburse the financial institution for costs associated with operating a CPI program. These commissions are partially offset by a 21% ceding commission received under our quota reinsurance agreement with CUNA Mutual and the reimbursement we received from CUNA Mutual for 30% of direct commissions and other reimbursable expenses paid to accounts. The ceding commission compensates us for expenses, such as underwriting and policy acquisition expenses, that we incur in connection with the writing of the ceded business.

General and administrative expense. General and administrative expense is composed of all other operating expenses, including various departmental salaries and benefits expense for employees. General and administrative expense also includes expenses related to our office space, postage, telephone and information technology charges, as well as legal and auditing fees and corporate travel. In addition, general and administrative expense includes those charges that are related to the amortization of tangible and intangible assets.

Stock-based compensation expense. Compensation expense for stock-based payments is recognized based on the measurement-date fair value for awards that will settle in shares. Compensation expense for awards that are settled in equity is recognized on a straight line pro rata basis over the vesting period. Stock-based compensation expense was approximately $1.9 million for the six months ended June 30, 2016 and 2015.

Ratios

Program Services Ratios

Program gross expense ratio. The program gross expense ratio is a measure of our ability to earn increasing amounts of ceding fees with only minimal incremental expense in our Program Services business. Expressed as a percentage, this is the ratio of general and administrative expense incurred to gross written premium. Our GAs and capacity providers are responsible for providing all underwriting, policy administration, claims handling and other traditional insurance company services. As a result, we are able to produce significant premium volume with only

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minimal operating expenses. In addition, our fixed costs are a large component of the operating expenses while the incremental costs are small and are dependent upon the size and complexity of the programs being supported. For the six months ended June 30, 2016 and 2015, our ratio of operating expenses to gross premiums written, or program gross expense ratio, was 1.2% and 1.1%, respectively. Our objective is to produce a gross expense ratio in a range of 1.0% to 1.5%.

Gross leverage. Gross leverage for the Company is the ratio of gross written premiums and gross liabilities to surplus. A significant portion of our capital is used to support the gross premium and insurance liabilities in our Program Services segment. Because we retain virtually no risk other than the credit risk of the capacity providers and we maintain strict credit underwriting standards, broad indemnification agreements and collateral requirements we are able to maintain significant ceded reinsurance business on a relatively small amount of capital compared to our peers. For the year ended December 31, 2015, our gross leverage ratio was 14 to 1. Our objective is to produce a total company gross leverage ratio of between 13 to 1 and 15 to 1.

Lender Services Insurance Ratios

Net loss ratio. The net loss ratio is a measure of the underwriting profitability of our Lender Services segment. Expressed as a percentage, this is the ratio of net losses and LAE incurred to net premiums earned. For the six months ended June 30, 2016 and 2015, our net loss ratio was 46.1% and 45.8%, respectively.

Net expense ratio. The net expense ratio is a component of our operational efficiency in administering our Lender Services segment. Expressed as a percentage, this is the ratio of net expenses (commissions, taxes, licenses, and fees and general and administrative) to net premiums earned. Our expense ratio is higher than that for most traditional insurance products due to the labor and systems intensive processes involved in monitoring the insurance statuses for the loan portfolios of our Lender Services clients. For the six months ended June 30, 2016 and 2015, our net expense ratio was 42.0% and 43.9%, respectively.

Net combined ratio. The net combined ratio is a measure of the overall profitability of our Lender Services segment. This is the sum of the net loss ratio and the net expense ratio. For the six months ended June 30, 2016 and 2015, our net combined ratio was 88.1% and 89.7%, respectively. Our objective is to price our products to achieve a net combined ratio between 85% to 90%.

Financial Ratios

Return on equity. One of the key financial measures that we use to evaluate our operating performance is return on equity. We calculate return on equity by dividing net income by the average GAAP equity. Our return on equity at December 31, 2015 was 17.7%. Our overall financial objective is to produce a return on equity of at least 15% over the long-term.

Financial leverage ratios. Our financial leverage ratio at June 30, 2016 was 15.6%, as compared to 16.6% at December 31, 2015. Our objective is to maintain a financial leverage ratio in the range of 20% to 35% over the long-term.

Critical Accounting Estimates

Our consolidated financial statements include amounts that, either by their nature or due to the requirements of generally accepted accounting principles in the U.S. (“GAAP”), are determined using estimates and assumptions. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances. While we believe that the amounts included in our consolidated financial statements reflect our best judgment, actual amounts could ultimately materially differ from those currently presented. We believe the items that require the most subjective and complex estimates are: unpaid losses and loss adjustment expense reserves, allowance for policy cancellations, unearned premium reserve, reinsurance recoverable, valuation of our investment portfolio, assessment of other-than-temporary impairments (“OTTI”) and minimum ceding fees.

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There were no significant changes to our critical accounting policies and estimation processes during the six months ended June 30, 2016. Our critical accounting policies and estimation processes are described in our audited consolidated financial statements and the related notes in the Company’s 2015 Annual Report on Form 10-K.


Consolidated Results of Operations	Three Months Ended				Six Months Ended
	June 30,				June 30,
($ in thousands)	2016		2015		2016		2015

Revenues:
Premiums earned	$	28,916	$	25,705	$	60,593	$	54,989
Commission income		305		364		626		734
Ceding fees		16,917		16,379		33,161		30,523
Net investment income		2,100		2,272		4,140		3,953
Realized net investment gains (losses)		282		1,186		(356)		1,451
Other income		459		462		915		847
Total revenues		48,979		46,368		99,079		92,497

Expenses:
Losses and loss adjustment expenses		13,743		12,649		28,832		26,182
Commissions		1,130		1,260		2,827		2,757
Taxes, licenses, and fees		804		563		1,506		1,275
General and administrative		17,148		16,051		34,142		32,193
Interest expense		553		505		1,090		1,005
Total expenses		33,378		31,028		68,397		63,412

Income (loss) before income taxes		15,601		15,340		30,682		29,085

Income taxes:
Current tax expense (benefit)		6,137		7,770		10,491		13,014
Deferred tax expense (benefit)		(524)		(2,112)		533		(2,285)
		5,613		5,658		11,024		10,729
Net income (loss)	$	9,988	$	9,682	$	19,658	$	18,356

Consolidated Results of Operations for the Three Months Ended June 30, 2016 compared with the Three Months Ended June 30, 2015

Premiums earned. Premiums earned increased by $3.2 million, or 12.5%, from $25.7 million for the three months ended June 30, 2015 to $28.9 million for the three months ended June 30, 2016. This increase was due to an increase in Lender Services premiums earned. Factors contributing to this increase in premiums earned are new sales and growth in the loan portfolios of existing accounts driven by rising automobile sales and higher average auto loan balances.

Ceding fees. Ceding fees increased by $0.5 million, or 3.3%, from $16.4 million for the three months ended June 30, 2015 to $16.9 million for the three months ended June 30, 2016, primarily due to an increase in Program gross earned premium. Program Services gross earned premiums increased from $253.9 million for the three months ended June 30, 2015 to $293.6 million for the three months ended June 30, 2016, resulting in an increase in premium related ceding fees of $1.5 million from new and existing accounts. Offsetting the increase in premium related fees is a decrease of $1.0 million in capacity fees for the three months ended June 30, 2016 compared to June 30, 2015. This decrease is a result of an acceleration of earnings of $1.25 million in capacity fees for the three months ended June 30, 2015 due to a change in the Nephila written premium projection. The initial 2016 annual projection for Nephila has not changed as of June 30, 2016.

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This is partly a result of a decrease in realized gains on disposals of fixed maturity and equity securities for the three months ended June 30, 2016 compared to the three months ended June 30, 2015. Also contributing to the decline are changes in the fair value of embedded derivatives related to our convertible portfolio for the three month periods ended June 30, 2016 and 2015.

Losses and loss adjustment expenses. Losses and LAE increased by $1.1 million, from $12.6 million for the three months ended June 30, 2015 to $13.7 million for the three months ended June 30, 2016, which is primarily the result of increased exposure due to higher earned premiums and an increase in claim severity for the Lender Services segment. A strengthening economy, an aging automobile fleet, and easier access to credit have contributed to an increase in vehicle sales, resulting in higher loan balances which are the bases upon which we pay claims.

General and administrative expense. General and administrative expense increased by $1.0 million or 6.8%, from $16.1 million for the three months ended June 30, 2015 to $17.1 million for the three months ended June 30, 2016, reflecting investment in strategic growth and public company expenses.

Current tax expense (benefit). Current tax expense decreased by $1.7 million, from $7.8 million for the three months ended June 30, 2015 to $6.1 million for the three months ended June 30, 2016, primarily due to changes in temporary differences related to stock and deferred compensation plans and deferred ceding fees.

Deferred tax expense (benefit). Deferred tax expense increased $1.6 million, from a benefit of $2.1 million for the three months ended June 30, 2015 to a benefit of $0.5 million for the three months ended June 30, 2016, primarily due to changes in temporary differences related to stock and deferred compensation plans and deferred ceding fees.

Consolidated Results of Operations for the Six Months Ended June 30, 2016 compared with the Six Months Ended June 30, 2016

Premiums earned. Premiums earned increased by $5.6 million, or 10.2%, from $55.0 million for the six months ended June 30, 2015 to $60.6 million for the six months ended June 30, 2016. This increase was due to an increase in Lender Services premiums earned. Factors contributing to this increase in premiums earned are new sales and growth in the loan portfolios of existing accounts driven by rising automobile sales and higher average auto loan balances.

Ceding fees. Ceding fees increased by $2.7 million, or 8.6%, from $30.5 million for the six months ended June 30, 2015 to $33.2 million for the six months ended June 30, 2016, primarily due to an increase in Program gross earned premium. Program Services gross earned premiums increased from $486.8 million for the six months ended June 30, 2015 to $560.6 million for the six months ended June 30, 2016, resulting in an increase in premium related ceding fees of $3.1 million from new and existing accounts. Capacity fees decreased $0.4 million for the six months ended June 30, 2016 compared to June 30, 2015.

Realized net investment gains (losses). Realized net investment gains decreased by $1.8 million, from a gain of $1.4 million for the six months ended June 30, 2015 to a loss of $0.4 million for the six months ended June 30, 2016. This is partly a result of changes in the fair value of embedded derivatives related to our convertible portfolio for the six month periods ended June 30, 2016 and 2015. Also contributing to the decline are decreases in realized gains on disposals of fixed maturity and equity securities for the six months ended June 30, 2016 compared to the six months ended June 30, 2015.

Losses and loss adjustment expenses. Losses and LAE increased by $2.6 million, from $26.2 million for the six months ended June 30, 2015 to $28.8 million for the six months ended June 30, 2016, which is primarily the result of increased exposure due to higher earned premiums and an increase in claim severity for the Lender Services segment. A strengthening economy, an aging automobile fleet, and easier access to credit have contributed to an increase in vehicle sales, resulting in higher loan balances which are the bases upon which we pay claims.

General and administrative expense. General and administrative expense increased by $1.9 million or 6.1%, from $32.2 million for the six months ended June 30, 2015 to $34.1 million for the six months ended June 30, 2016, reflecting investment in strategic growth and public company expenses.

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Current tax expense (benefit). Current tax expense decreased by $2.5 million, from $13.0 million for the six months ended June 30, 2015 to $10.5 million for the six months ended June 30, 2016, primarily due to changes in temporary differences related to stock and deferred compensation plans and deferred ceding fees.

Deferred tax expense (benefit). Deferred tax expense increased $2.8 million, from a benefit of $2.3 million for the six months ended June 30, 2015 to an expense of $0.5 million for the six months ended June 30, 2016, primarily due to changes in temporary differences related to stock and deferred compensation plans and deferred ceding fees.

Program Services Segment - Results of Operations


	Three Months Ended						Six Months Ended
	June 30,						June 30,
($ in thousands)	2016			2015			2016			2015

Revenues:
Premiums earned	$	—		$	(3)		$	—		$	(14)
Ceding fees		16,917			16,379			33,161			30,523
Total revenues		16,917			16,376			33,161			30,509

Expenses:
Losses and loss adjustment expenses		396			553			905			967
Commissions		2			2			3			2
Taxes, licenses, and fees		3			4			11			9
General and administrative		4,011			3,000			7,119			6,133
Total expenses		4,412			3,559			8,038			7,111

Income (loss) before income taxes	$	12,505		$	12,817		$	25,123		$	23,398

Program gross expense ratio		1.2	%		1.0	%		1.2	%		1.1	%
Gross premiums written	$	336,395		$	296,146		$	607,421		$	561,058
Gross premiums earned	$	293,602		$	253,853		$	560,627		$	486,786

Program Services Segment Results of Operations for the Three Months Ended June 30, 2016 compared with the Three Months Ended June 30, 2015

General and administrative expense. General and administrative expense increased by $1.0 million or 33.7%, from $3.0 million for the three months ended June 30, 2015 to $4.0 million for the three months ended June 30, 2016, reflecting investment in strategic growth.

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Program Services Segment Results of Operations for the Six months ended June 30, 2016 compared with the Six months ended June 30, 2015

General and administrative expense. General and administrative expense increased by $1.0 million or 16.1%, from $6.1 million for the six months ended June 30, 2015 to $7.1 million for the six months ended June 30, 2016, reflecting investment in strategic growth.

Lender Services Segment — Results of Operations


	Three Months Ended						Six Months Ended
	June 30,						June 30,
($ in thousands)	2016			2015			2016			2015

Revenues:
Premiums earned	$	28,916		$	25,708		$	60,593		$	55,003
Commission income		305			364			626			734
Other income		471			371			919			722
Total revenues		29,692			26,443			62,138			56,459

Expenses:
Losses and loss adjustment expenses		13,347			12,096			27,927			25,215
Commissions		1,128			1,258			2,824			2,755
Taxes, licenses, and fees		801			559			1,495			1,266
General and administrative		10,528			9,958			21,135			20,131
Total expenses		25,804			23,871			53,381			49,367

Income (loss) before income taxes	$	3,888		$	2,572		$	8,757		$	7,092


Net loss ratio		46.2	%		47.1	%		46.1	%		45.8	%
Net expense ratio		43.1	%		45.8	%		42.0	%		43.9	%
Net combined ratio		89.3	%		92.9	%		88.1	%		89.7	%

Gross premiums written	$	36,483		$	29,464		$	68,942		$	62,113
Net premiums written	$	29,884		$	24,531		$	56,916		$	51,413

Lender Services Segment Results of Operations for the Three Months Ended June 30, 2016 compared with the Three Months Ended June 30, 2015

Premiums earned. Premiums earned increased by $3.2 million, or 12.5%, from $25.7 million for the three months ended June 30, 2015 to $28.9 million for the three months ended June 30, 2016. Factors contributing to this increase in premiums earned are new sales and growth in the loan portfolios of existing accounts driven by rising automobile sales and higher average auto loan balances.

Losses and loss adjustment expenses. Losses and LAE increased by $1.2 million or 10.3%, from $12.1 million for the three months ended June 30, 2015 to $13.3 million for the three months ended June 30, 2016, which is primarily the result of increased exposure due to higher earned premiums and an increase in claim severity. A strengthening

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economy, an aging automobile fleet, and easier access to credit have contributed to an increase in vehicle sales, resulting in higher loan balances which are the bases upon which we pay claims.

General and administrative expense. General and administrative expense increased by $0.5 million or 5.7%, from $10.0 million for the three months ended June 30, 2015 to $10.5 million for the three months ended June 30, 2016, reflecting investment in strategic growth.

Lender Services Segment Results of Operations for the Six months ended June 30, 2016 compared with the Six months ended June 30, 2015

Premiums earned. Premiums earned increased by $5.6 million, or 10.2%, from $55.0 million for the six months ended June 30, 2015 to $60.6 million for the six months ended June 30, 2016. Factors contributing to this increase in premiums earned are new sales and growth in the loan portfolios of existing accounts driven by rising automobile sales and higher average auto loan balances.

Losses and loss adjustment expenses. Losses and LAE increased by $2.7 million or 10.8%, from $25.2 million for the six months ended June 30, 2015 to $27.9 million for the six months ended June 30, 2016, which is primarily the result of increased exposure due to higher earned premiums and an increase in claim severity. A strengthening economy, an aging automobile fleet, and easier access to credit have contributed to an increase in vehicle sales, resulting in higher loan balances which are the bases upon which we pay claims.

General and administrative expense. General and administrative expense increased by $1.0 million or 5.0%, from $20.1 million for the six months ended June 30, 2015 to $21.1 million for the six months ended June 30, 2016, reflecting investment in strategic growth.

Corporate Segment — Results of Operations


	Three Months Ended				Six Months Ended
	June 30,				June 30,
($ in thousands)	2016		2015		2016		2015

Revenues:
Net investment income	$	2,100	$	2,272	$	4,140	$	3,953
Realized net investment gains (losses)		282		1,186		(356)		1,451
Other income		(12)		91		(4)		125
Total revenues		2,370		3,549		3,780		5,529

Expenses:
General and administrative		2,609		3,093		5,888		5,929
Interest expense		553		505		1,090		1,005
Total expenses		3,162		3,598		6,978		6,934

Income (loss) before income taxes		(792)		(49)		(3,198)		(1,405)

Income tax expense (benefit)		5,613		5,658		11,024		10,729

Net income (loss)	$	(6,405)	$	(5,707)	$	(14,222)	$	(12,134)

Corporate Segment Results of Operations for the Three Months Ended June 30, 2016 compared with the Three Months Ended June 30, 2015

Realized net investment gains (losses). Realized net investment gains decreased by $0.9 million, from a gain of $1.1 million for the three months ended June 30, 2015 to a gain of $0.2 million for the three months ended June 30, 2016. This is partly a result of a decrease in realized gains on disposals of fixed maturity and equity securities for the three

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months ended June 30, 2016 compared to the three months ended June 30, 2015. Also contributing to the decline are changes in the fair value of embedded derivatives related to our convertible portfolio for the three month periods ended June 30, 2016 and 2015.

General and administrative expense. General and administrative expense decreased by $0.5 million, from $3.1 million for the three months ended June 30, 2015 to $2.6 million for the three months ended June 30, 2016, reflecting investment in strategic growth and public company expenses.

Corporate Segment Results of Operations for the Six Months Ended June 30, 2016 compared with the Six Months Ended June 30, 2015

Income tax expense. Income tax expense increased by $0.3 million, from $10.7 million for the six months ended June 30, 2015 to $11.0 million for the six months ended June 30, 2016, primarily due to the overall increase in net income before tax.

Investment Portfolio

Our investment strategy emphasizes, first, the preservation of capital and, second, the generation of an appropriate risk-adjusted return. We seek to generate investment returns using investment guidelines that stress prudent allocation among cash and cash equivalents, fixed-maturity securities and, to a lesser extent, equity securities. Cash and cash equivalents include cash on deposit and short-term money market funds. As of June 30, 2016, the tax adjusted yield on our fixed maturity and equity securities was 2.7%. Convertible securities represent 12.4% of the portfolio at June 30, 2016, compared to 12.3% at December 31, 2015. The average duration, excluding convertible securities, was approximately 4 years and included obligations of the U.S. Treasury or U.S. government agencies, obligations of U.S. and Canadian corporations, mortgages guaranteed by the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, Federal Farm Credit entities, and asset-backed securities and commercial mortgage obligations. Our equity securities include preferred stock and common stock of U.S. corporations. Our investment portfolio is managed by Asset Allocation & Management Company, LLC and AAM Advisors, Inc. (collectively, “AAM”). AAM operates under written investment guidelines approved by our board of directors. We pay AAM an investment management fee based on the market value of assets under management.

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For each period specified below, the cost, fair value, and gross unrealized gains and losses on available-for-sale securities were as follows:


	Cost or		Gross		Gross
June 30, 2016	Amortized		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Gains		Losses		Value

Total fixed-maturity securities	$	339,383	$	11,998	$	(2,145)	$	349,236
Total equity securities		3,790		538		(163)		4,165
Total investments	$	343,173	$	12,536	$	(2,308)	$	353,401

	Cost or		Gross		Gross
December 31, 2015	Amortized		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Gains		Losses		Value

Total fixed-maturity securities	$	327,764	$	5,486	$	(3,728)	$	329,522
Total equity securities		4,796		836		(88)		5,544
Total investments	$	332,560	$	6,322	$	(3,816)	$	335,066

The table below summarizes the credit quality of our fixed-maturity securities as of June 30, 2016, as rated by Standard and Poor’s.


					Percentage of
	Amortized		Fair		Fixed-Maturity
($ in thousands)	Cost		Value		Securities

U.S. Treasury	$	21,116	$	21,802		6.24%
AAA		91,055		94,372		27.02%
AA, AA+, AA-		121,320		124,867		35.75%
A, A+, A-		41,342		42,804		12.26%
BBB, BBB+, BBB-		47,455		48,604		13.92%
BB+ and lower		17,095		16,787		4.81%
Total	$	339,383	$	349,236		100.00%

The amortized cost and fair value of available-for-sale debt securities held as of June 30, 2016, by contractual maturity, are shown in the table below. Actual maturities may differ from contractual maturities because some borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


			Fair
($ in thousands)	Amortized Cost		Value

Due in one year or less	$	10,273	$	10,447
Due after one year through five years		118,002		119,939
Due after five years through ten years		90,347		94,241
Due after ten years		12,507		13,130
Residential mortgage-backed securities		68,121		69,916
Commercial mortgage-backed securities		40,133		41,563
	$	339,383	$	349,236

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The tables below summarize the gross unrealized losses of fixed-maturity and preferred securities by the length of time the security had continuously been in an unrealized loss position for each year or shorter period specified below:


	Less than 12 Months				12 Months or More				Total
June 30, 2016	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Value		Losses

Total fixed-maturity securities	$	19,350	$	(1,440)	$	15,803	$	(705)	$	35,153	$	(2,145)
Total equity securities		1,203		(102)		290		(61)		1,493		(163)
Total investments	$	20,553	$	(1,542)	$	16,093	$	(766)	$	36,646	$	(2,308)

	Less than 12 Months				12 Months or More				Total
December 31, 2015	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Value		Losses

Total fixed-maturity securities	$	124,036	$	(2,626)	$	18,031	$	(1,102)	$	142,067	$	(3,728)
Total equity securities		2,820		(88)		—		—		2,820		(88)
Total investments	$	126,856	$	(2,714)	$	18,031	$	(1,102)	$	144,887	$	(3,816)

There were 75 and 237 securities at June 30, 2016 and December 31, 2015, respectively, that account for the gross unrealized loss, none of which we deemed to be other-than-temporarily impaired. Management believes that the temporary impairments are primarily the result of widening credit spreads. Management believes that despite the wider credit spreads, the securities are only temporarily impaired due to the strength of the issuing companies’ balance sheets, as well as their available liquidity options. We do not intend to sell or believe we will be required to sell any of our temporarily-impaired fixed maturities before recovery of their amortized cost basis. Management has the intent and ability to hold the equity securities in an unrealized loss position until the recovery of their fair value. Therefore, Management does not consider these investments to be other-than-temporarily impaired.

We are required to maintain deposits in various states where the insurance subsidiaries are licensed to operate. These deposits are fixed maturity securities at fair values totaling $69.9 million and $53.5 million at June 30, 2016 and December 31, 2015, respectively. The increase in the amounts on deposit at June 30, 2016 is primarily due to an increase in the required deposits for workers’ compensation business.

Fair value of financial instruments. ASC 820, “Fair Value Measurements and Disclosures”, provides a definition of fair value, establishes a framework for measuring fair value, and requires expanded disclosures about fair value measurements. The standard applies when GAAP requires or allows assets or liabilities to be measured at fair value; therefore, it does not expand the use of fair value in any new circumstance. Investments measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015 are all considered level 2 investments.

Liquidity

We are organized as a holding company with three domestic insurance company subsidiaries, as well as a wholly-owned subsidiary that operates in an agency capacity. Our principal sources of operating funds are premiums, ceding fees, investment income and proceeds from sales and maturities of investments. Our primary uses of operating funds include payments of claims and operating expenses. We pay claims using cash flow from operations and invest our excess cash primarily in fixed-income securities. We expect that projected cash flows from operations and our revolving credit facility will provide us with sufficient liquidity to fund our anticipated growth and to pay claims and operating expenses, interest on debt facilities and other holding company expenses for the foreseeable future. However, if our growth attributable to potential acquisitions, internally generated growth, or a combination of these factors, exceeds our expectations, we may have to raise additional capital in the near term. If we cannot obtain adequate capital on favorable terms or at all, we may be unable to support future growth or operating requirements and, as a result, our business, financial condition and results of operations could be adversely affected. We may generate liquidity through the issuance of debt or equity securities or financing through borrowings under credit facilities, or a combination thereof.

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Our insurance subsidiaries are subject to statutory and regulatory restrictions imposed on insurance companies by their states of domicile which limit the amount of cash dividends or distributions that they may pay to us unless special permission is received from the insurance regulator of the relevant domiciliary state. The aggregate limit imposed by the various domiciliary states of our insurance subsidiaries was approximately $23.0 million and $21.6 million as of December 31, 2015 and 2014, respectively. In addition, we are able to generate substantial cash flow outside of our regulated insurance company subsidiaries through intercompany agency and management agreements between our insurance subsidiaries and our agency, TBA. TBA functions as a managing general agent for SNIC and NSIC in connection with the Lender Services segment. In addition, under the management agreement TBA provides business development, financial monitoring and other oversight functions to our insurance subsidiaries.

The following table is a summary of our consolidated statements of cash flows:


	Six Months Ended
	June 30,
($ in thousands)	2016		2015

Cash and cash equivalents provided by (used in):
Operating activities	$	15,239	$	13,786
Investing activities		(11,401)		(4,449)
Financing activities		(9,976)		(442)
Net change in cash and equivalents	$	(6,138)	$	8,895

Comparison of Six Months Ended June 30, 2016 and 2015

Net cash used in investing activities increased $7.0 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015, primarily due to investing earnings in fixed maturity securities.

Net cash used in financing activities increased $9.5 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015, primarily due to the settlement of $7.4 million in stock repurchases in 2016 and an increase of $2.1 million in dividends paid in 2016.

Other Material Changes in Financial Position


	June 30,		December 31,
($ in thousands)	2016		2015
Selected Assets:
Accounts receivable from agents, net	$	30,461	$	23,913
Reinsurance recoverable on paid losses		1,026		1,187
Reinsurance recoverables		2,044,228		1,911,660
Goodwill and intangible assets, net		5,598		5,958
Deferred income taxes, net		22,676		26,208

Selected Liabilities:
Unpaid losses and loss adjustment expenses	$	1,450,261	$	1,364,774
Unearned premiums		627,878		585,448
Allowance for policy cancellations		56,616		59,610
Deferred ceding fees		30,758		29,119
Debt, net		43,761		43,740
Other liabilities		30,907		35,151

Accounts receivable from agents, net. This balance reflects ceding fees, premiums and premium taxes receivable. During the six months ended June 30, 2016, accounts receivable from agents increased $6.5 million from December 31,

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2015, primarily as a result of an increase in Program Services receivables from Nephila. This increase primarily relates to an agreement with Nephila we entered into effective January 1, 2016 under which we will, at Nephila’s request, transfer certain exposures that are otherwise reinsured by Nephila’s quota share reinsurer to excess reinsurers. In instances where this agreement is utilized, State National would enter into an agreement directly with excess reinsurers, and Nephila would guarantee the obligation of those excess reinsurers and pay the premiums on our behalf on a quarterly basis in arrears. We purchased one excess reinsurance policy under this agreement during 2016.

Reinsurance recoverables, unpaid losses and loss adjustment expenses and unearned premiums. As of June 30, 2016, we held $2.2 billion in collateral securing $1.5 billion in reinsurance recoverables. In addition, we had $531.0 million of unsecured reinsurance recoverables, of which $524.9 million related to the Program Services segment and $6.1 million related to our quota share reinsurance with CUNA Mutual, an A.M. Best “A” rated carrier. During the six months ended June 30, 2016, reinsurance recoverables increased $132.6 million from December 31, 2015, which was primarily a result of the increase in gross premiums written for Program Services business due to the addition of new programs and expansion of existing programs. These factors also caused an increase in the corresponding unearned premiums and unpaid losses and loss adjustment expenses of $42.4 million and $85.4 million, respectively.

Allowance for policy cancellations. As of June 30, 2016, the allowance for policy cancellations decreased by $2.9 million from December 31, 2015, primarily due to the volume and timing of CPI premiums written in the most recent three months of 2016 compared to the last three months of 2015. The fourth quarter tends to generate the greatest amount of written premium, whereas the first quarter of the year tends to generate the least. On a quarterly basis, we review our estimates for allowance for policy cancellations to determine whether further adjustments are appropriate. Any resulting adjustments are included in the current period’s operating results. The allowance for policy cancellations for the six months ended June 30, 2016 and 2015 included upward revisions to prior year estimates of $2.2 million and $2.0 million, respectively. Because of the interplay between the allowance for policy cancellations and the related unearned premium reserve, changes in the allowance for policy cancellations are partially offset by related changes in the unearned premium reserve and amounts ceded to reinsurers. After taking into account the associated changes in unearned premium and amounts ceded to reinsurers, the net impact to the balance sheet and the corresponding reduction in net income from the revised estimates for the six months ended June 30, 2016 and 2015 was approximately $1.1 million and $1.5 million, respectively.

Other liabilities. As of June 30, 2016, other liabilities decreased by $4.2 million from December 31, 2015, primarily due to settlements of the annual executive compensation, stock repurchases and a decrease in premium taxes payable due to annual payments. This is partially offset by a $2.5 million quarterly dividend accrual as of June 30, 2016.

Capital Resources

The Company has three statutory business trusts that were formed between 2002 and 2004, for the sole purpose of issuing $44.5 million of trust preferred securities in private offering transactions. The trusts used the proceeds from these offerings, together with the equity proceeds received upon their initial formation from TBA, an indirect wholly-owned subsidiary of State National, to purchase variable-rate subordinated debentures issued by TBA. All voting securities of the trusts are owned by TBA, and the debentures are the sole assets of the trusts. The trusts meet the obligations of the trust preferred securities with the interest and principal paid on the debentures. These debentures’ interest rates range from 3.80% to 4.10% plus the 3-month LIBOR. The three month LIBOR at June 30, 2016, was 0.65%. All of the debentures mature between 2032 and 2034.

On March 31, 2016, the Company, through TBA, entered into a loan agreement, which provides for a secured revolving credit facility in an aggregate principal amount of $15 million. The credit agreement matures on April 30, 2018. Under the credit agreement, TBA may request advances up to the aggregate amount of the unused commitment under the credit facility, on a revolving basis, prior to the maturity of the credit agreement. Borrowings under the credit agreement will bear interest at a variable rate equal to LIBOR plus 1.85% per annum; provided, however, that LIBOR shall be subject to a floor of 0.15%. TBA shall also pay a commitment fee on the daily average unused commitment amount for the period running from the closing date to the maturity date at a rate of 0.125% per annum. The credit agreement contains customary representations, warranties, covenants, and events of default, as well as a financial covenant requiring TBA and the Company to maintain a consolidated tangible net worth of at least $150 million.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Liquidity Risk

Liquidity risk represents our potential inability to meet all payment obligations when they become due. We maintain sufficient cash and marketable securities to fund claim payments and operations.

Credit Risk

We are exposed to credit risk from potential losses arising principally from the financial condition of our third party reinsurers, and also from potential losses in our investment portfolio. Although our third party reinsurers are obligated to reimburse us to the extent we cede risk to them, we are ultimately liable to our policyholders on all risks we have ceded. As a result, reinsurance contracts do not limit our ultimate obligations to pay claims covered under the insurance policies we issue and we might not collect amounts recoverable from our reinsurers. We generally address this credit risk by either (1) selecting reinsurers that have an A.M. Best rating of “A-” (Excellent) or better, have $300 million in equity and/or capital and surplus and are a Texas or Delaware (for USIC) authorized reinsurer at the time we enter into the agreement, or (2) requiring that the reinsurer post substantial collateral to secure the reinsured risks. Security can take the form of collateral (in the form of security posted with a trustee pursuant to a related agreement, or evergreen letter of credit), or guaranty by a related third party that we believe has the ability to pay. The security amount is a function of the policyholder liabilities (unearned premiums, losses and LAE reserves) or other amounts that are more representative of the amounts at risk. Excess security is required when a reinsurer does not meet the above financial requirements to provide a “cushion” for inadequate estimates of policyholder liabilities. Unless there is some mitigating factor, we control the ability to set policyholder liability amounts for security purposes.

Security is also immediately required if a reinsurer falls below the benchmark rating during the term of a reinsurance agreement. Existing security may be increased if a reinsurer is downgraded during the term of a reinsurance agreement or experiences a significant loss in policyholder equity and/or capital and surplus.

Collateral levels are reviewed weekly on each reinsurer on which security is required. Collateral calculations are adjusted as monthly activity reports are received on individual programs and collateral account balance information is available. Collateral is generally obtained a quarter in advance at the end of each calendar quarter.

We also evaluate the credit risk of our investment portfolio. The primary measure we utilize to mitigate credit risk (the risk of principal default on the securities we invested in) involves the credit quality of our portfolio. Approximately 69% of our portfolio is rated AA- or higher (rated by Standard & Poor’s), which is consistent with the guidelines provided to our asset managers. Additionally, our Investment Committee reviews the portfolio on a quarterly basis and discusses any securities which have been downgraded in the previous quarter.

Market Risk

The risk of underperformance in the market is addressed by having a quality asset manager administering our portfolio. Additionally, our portfolio is diversified to eliminate exposure to any one particular segment. Finally, as the bulk of our assets support either our surplus or short tailed lines of business, investment performance is a relatively small portion of our profits relative to other property and casualty companies.

Our investment policy is reviewed periodically and updated to meet current needs. However, the primary goal and philosophy of the policy is to be conservative in nature to provide preservation of principal and provide necessary liquidity.

Interest Rate Risk

This is a two-fold risk involving loss of market value due to a rising interest rate environment coupled with a need to liquidate those securities to provide liquidity for operations. Our exposure to extreme shifts in interest rates is

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mitigated to some extent by selecting a duration target for the portfolio which is relatively short (i.e., approximately four years). The exposure to actually selling underwater securities to gain liquidity is managed by maintaining a laddered portfolio whereby we have securities maturing over the next few years. Further mitigation is provided by maintaining the convexity (i.e., how the duration of a bond changes as the interest rate changes) of the portfolio at relatively low levels.

We had fixed-maturity securities with a fair value of $349.2 million and an amortized cost of $339.4 million as of June 30, 2016 that are subject to interest rate risk. Interest rate risk is the risk that we may incur losses due to adverse changes in interest rates. Fluctuations in interest rates have a direct impact on the market valuation of our fixed-maturity securities. In the management of this risk, the characteristics of duration, credit and variability of cash flows are critical elements.

The table below summarizes the interest rate risk associated with our fixed-maturity securities by illustrating the sensitivity of the fair value of our fixed-maturity securities as of June 30, 2016 to selected hypothetical changes in interest rates, and the associated impact on our shareholders’ equity. We anticipate that we will continue to meet our obligations from operating cash flows. We classify our fixed-maturity securities and equity securities as available-for-sale. Temporary changes in the fair value of our fixed-maturity securities impact the carrying value of these securities and are reported in our shareholders’ equity as a component of other comprehensive income, net of deferred taxes. The selected scenarios in the table below are not predictions of future events, but rather are intended to illustrate the effect such events may have on the fair value and carrying value of our fixed-maturity securities and on our shareholders’ equity, each as of June 30, 2016.


Hypothetical Change	Fair		Estimated Change in		Total
in Interest Rates	Value		Fair Value		Return %
($ in thousands)
300 basis point increase	$	386,198	$	36,962	10.58	%
200 basis point increase		374,015		24,779	7.10	%
100 basis point increase		361,730		12,494	3.58	%
No change		349,236		—	—
100 basis point decrease		336,492		(12,744)	(3.65)	%
200 basis point decrease		323,695		(25,541)	(7.31)	%
300 basis point decrease		311,149		(38,087)	(10.91)	%

Changes in interest rates would affect the fair market value of our fixed-rate debt instruments but would not have an impact on our earnings or cash flow. As of June 30, 2016, we had $44.5 million of debt instruments, gross of debt issuance costs. A fluctuation of 100 basis points in interest on our variable-rate debt instruments, which are tied to LIBOR, would affect our earnings and cash flows by $0.4 million before income tax, on an annual basis, but would not affect the fair market value of the variable-rate debt.

Item 4:Controls and Procedures

Under the supervision and with the participation of our Management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information we are required to disclose in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. We note that the design of any system of controls is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.

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There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as of the end of the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1:Legal Proceedings

We are routinely involved in legal proceedings arising in the ordinary course of business, in particular in connection with claims adjudication with respect to our policies. We believe that there is no individual case pending that is likely to have a material adverse effect on our financial condition or results of operations.

Item 1A:Risk Factors

There have been no material changes to the Risk Factors described in Item 1A, "Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Item 2:Unregistered Sales of Equity Securities and Use of Proceeds

On October 12, 2015, the Company announced a share repurchase program authorizing the repurchase up to $50 million in shares of the Company's common stock through December 31, 2016. Repurchases are made in accordance with the guidelines specified under Rule 10b-18 and may be made pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. The following table presents information related to our repurchases of common stock for the periods indicated:

Total Number of

Approximate Dollar

Average

Shares Purchased

Value of Shares that

Total Number of

Price Paid

as Part of Publicly

May Yet be Purchased

($ in thousands, except share and per share data)

Shares Purchased

Per Share

Announced Plan

Under the Plan

May 1 - May 31, 2016

70,000

10.70

70,000

30,433

June 1 - June 30, 2016

266,266

10.46

266,266

27,648

Total

336,266

Item 3:Defaults Upon Senior Securities

None.

Item 4:Mine Safety Disclosures

Not applicable.

Item 5:Other Information

None.

Item 6:Exhibits

The information required by this item is set forth on the exhibit index which follows the signature page of this report.

Available Information

Our company website address is www.statenational.com. We use our website as a channel of distribution for important company information. Important information, including press releases, investor presentations and financial information regarding our company, is routinely posted on and accessible on the Investor Relations subpage of our website, which is accessible by clicking on the tab labeled “Investor Relations” on our website

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home page. We also use our website to expedite public access to time-critical information regarding our company in advance of or in lieu of distributing a press release or a filing with the Securities and Exchange Commission disclosing the same information. Therefore, investors should look to the Investor Relations subpage of our website for important and time-critical information. Visitors to our website can also register to receive automatic e-mail notifications alerting them when new information is made available on the Investor Relations subpage of our website. In addition, we make available on the Investor Relations subpage of our website (under the link “Financial Information” and then “SEC Filings”), free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the Securities and Exchange Commission. Further, copies of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, our Code of Business Conduct and Ethics and the charters for the Audit, Compensation and Nominating and Corporate Governance Committees of our Board of Directors are also available through the Investor Relations subpage of our website (under the link “Corporate Governance”).

Additionally, the public may read and copy any of the materials we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at (800) SEC-0330. Our electronically filed reports can also be obtained on the Securities and Exchange Commission’s internet site at http://www.sec.gov.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		STATE NATIONAL COMPANIES, INC.



Date:	August 8, 2016		/s/ Terry Ledbetter
			Terry Ledbetter
			Chief Executive Officer



Date:	August 8, 2016		/s/ David Hale
			David Hale
			Chief Operating Officer and Chief Financial Officer

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INDEX TO EXHIBITS


Exhibit Number		Exhibit Description

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
32.1		Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350 (furnished herewith)
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

State National Companies, Inc. - FORM 10-Q - August 8, 2016

Attached files

State National Companies, Inc. Reports