Attached files

file filename
8-K - 8-K - State National Companies, Inc.a17-24298_18k.htm

Exhibit 99.1

 

 

CONTACTS:

FOR IMMEDIATE RELEASE

State National Companies, Inc.

David Hale, COO & CFO

817-265-2000

 

Dennard · Lascar Associates

Rick Black

713-529-6600

 

State National Companies Reports Third Quarter 2017 Results

 

BEDFORD, TX — October 23, 2017 — State National Companies, Inc. (NASDAQ: SNC), a leading specialty provider of property and casualty insurance services, today reported its financial results for the third quarter ended September 30, 2017.

 

Commenting on the results, State National’s Chairman and Chief Executive Officer, Terry Ledbetter, said, “Our third quarter revenue increase was driven by continued growth in Lender and Program Services with premiums earned and ceding fees both up sequentially and year over year. We believe that the favorable industry trends in both business segments position the company well for future growth and profitability.

 

As we have previously announced, the definitive agreement under which Markel will acquire all of the outstanding shares of State National remains on track to close in the fourth quarter of 2017.”

 

Total revenues in the third quarter of 2017 were $61.4 million, up 6% from $57.9 million in the third quarter of 2016.  Net income was $14.7 million, or $0.34 per diluted share, in the third quarter of 2017, compared to net income of $15.3 million, or $0.37 per diluted share, for the same period in 2016. Realized investment gains were $1.0 million in the third quarter of 2017, down from $2.0 million in the third quarter of 2016. The impact of the decrease in realized net investment gains and losses (net of tax) for the third quarter of 2017 was $0.02 per diluted share.  The impact of the additional weighted-average shares outstanding for the current quarter accounts for the additional $0.01 of decrease in the earnings per share compared to the same period last year.

 

Program Services Segment

 

The Program Services segment provides fronting to general agents and insurance carriers to leverage State National’s “A” (Excellent) A.M. Best rating, expansive licenses and trusted reputation to provide access to the U.S. property and casualty insurance market in exchange for ceding fees.  State National issues the policy, and the reinsurer assumes the risk.

 

In the third quarter of 2017, total revenues from the Program Services segment were $21.7 million, an increase of $2.4 million, or 13%, from the third quarter of 2016.  The growth in revenues was driven by increased ceding fees from both new and existing client programs.

 

Lender Services Segment

 

In Lender Services, the collateral protection business is fully vertically integrated as State National manages all aspects of these product offerings for its clients, including policy issuance and administration, underwriting and claims, which we believe is a competitive advantage in the marketplace. Additionally, the Company

 



 

State National Companies, Inc. Press Release

Page 2

 

differentiates itself from competitors by establishing long-term relationships with clients and providing high-quality service and advanced technology.

 

In the third quarter of 2017, net premiums written from the Lender Services segment were $42.5 million, an increase of $5.0 million, or 13%, from the third quarter of 2016. Net premiums earned were $35.5 million in the third quarter of 2017, an increase of $1.8 million, or 5%, from the third quarter of 2016. Contributing to this increase in Lender Services premiums are sales of new accounts and loan portfolio growth from existing accounts driven by continued high levels of automobile sales and rising average automobile loan sizes.

 

Losses and loss adjustment expenses were $15.7 million in the third quarter of 2017, compared to $13.7 million in the same period last year.  The loss ratio increased to 44% in the third quarter from 40% in the third quarter last year, primarily due to increased claim severity. The net expense ratio decreased to approximately 37% in the third quarter 2017 from 38% in the third quarter 2016 due to our ability to effectively leverage fixed costs. The overall result was a net combined ratio for the quarter of 81% compared to 78% in the same period of 2016.

 

General and Administrative Expenses

 

General and administrative expenses in the third quarter of 2017 increased to $19.7 million from $17.2 million in the third quarter of 2016, reflecting investment in strategic growth and increased professional fees primarily related to the transaction with Markel.

 

Balance Sheet

 

State National’s balance sheet reflects low financial leverage with only $43.8 million of debt.  This debt has limited covenant requirements and is interest-only until the early to mid-2030s.

 

State National’s investment portfolio has a short duration and consists primarily of fixed income securities, the majority of which have investment grade ratings. The portfolio is laddered to allow for reinvestment of funds as rates change.

 

Approximately $2.9 billion of State National’s assets are comprised of reinsurance recoverables that are primarily related to the Program Services segment.  Offsetting these recoverables are unpaid losses, loss adjustment expenses and unearned premium liabilities for the same segment. Recoverables of approximately $1.8 billion are secured by collateral held in trust funds for our benefit or letters of credit.  The remainder is ceded to highly rated, well capitalized reinsurers.

 

Recent Developments

 

On July 26, 2017, State National and Markel Corporation entered into a definitive agreement under which Markel Corporation will acquire State National. The transaction, which is subject to the approval of a majority of State National shareholders, approvals by relevant state insurance regulators and other customary closing conditions, is expected to close in the fourth quarter of 2017. State National will not be updating its outlook for fiscal 2017 and will not be holding a conference call to discuss its third quarter 2017 results.

 



 

State National Companies, Inc. Press Release

Page 3

 

About State National Companies, Inc.

 

State National Companies, Inc. (NASDAQ: SNC) is a leading specialty provider of property and casualty insurance services operating in two niche markets across the United States.  In its Lender Services segment, the Company specializes in providing portfolio protection solutions which insures personal automobiles and other vehicles held as collateral for loans made by credit unions, banks and specialty finance companies.  In its Program Services segment, the Company leverages its “A” (Excellent) A.M. Best rating, expansive licenses and trusted reputation to provide access to the U.S. property and casualty insurance market in exchange for ceding fees.  To learn more, please visit www.statenational.com.  State National routinely posts important Company information on its website.

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

Various statements contained in this press release 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 our future production, revenues, income and capital spending. Our 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. 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, many of which are beyond our control. Additional information about these risks and uncertainties is contained in our filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this release, and we undertake 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.

 



 

State National Companies, Inc. Press Release

Page 4

 

STATE NATIONAL COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

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

 

 

 

September 30,

 

December 31,

 

 

 

2017

 

2016

 

 

 

(Unaudited)

 

 

 

Assets:

 

 

 

 

 

Investments:

 

 

 

 

 

Fixed-maturity securities — available-for-sale, at fair value (amortized cost — $400,885, $329,994, respectively)

 

$

406,677

 

$

332,107

 

Equity securities — available-for-sale, at fair value (cost — $2,039, $3,271, respectively)

 

2,116

 

3,224

 

Total investments

 

408,793

 

335,331

 

 

 

 

 

 

 

Cash and cash equivalents

 

64,003

 

91,698

 

Restricted cash and investments

 

25,192

 

2,958

 

Accounts receivable from agents, net

 

145,867

 

35,964

 

Reinsurance recoverable on paid losses

 

1,740

 

1,430

 

Deferred acquisition costs

 

1,348

 

1,194

 

Reinsurance recoverables

 

2,871,500

 

2,342,864

 

Property and equipment, net (includes land held for sale — $1,034, $1,034, respectively)

 

16,999

 

16,163

 

Interest receivable

 

2,319

 

2,112

 

Income taxes receivable

 

 

329

 

Deferred income taxes, net

 

30,900

 

28,858

 

Goodwill and intangible assets, net

 

14,364

 

12,588

 

Other assets

 

7,680

 

5,248

 

Total assets

 

$

3,590,705

 

$

2,876,737

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Unpaid losses and loss adjustment expenses

 

$

2,087,941

 

$

1,703,706

 

Unearned premiums

 

828,583

 

680,691

 

Allowance for policy cancellations

 

68,568

 

66,418

 

Deferred ceding fees

 

39,639

 

32,226

 

Accounts payable to agents

 

2,467

 

2,639

 

Accounts payable to insurance companies

 

118,791

 

14,871

 

Debt, net

 

43,815

 

43,783

 

Income taxes payable

 

3,649

 

 

Other liabilities

 

63,454

 

36,023

 

Total liabilities

 

3,256,907

 

2,580,357

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock, $.001 par value (150,000,000 shares authorized; 42,173,561 and 41,924,440 shares issued at September 30, 2017 and December 31, 2016, respectively)

 

42

 

42

 

Preferred stock, $.001 par value (10,000,000 shares authorized; no shares issued and outstanding at September 30, 2017 and December 31, 2016)

 

 

 

Additional paid-in capital

 

232,710

 

229,297

 

Retained earnings

 

98,073

 

66,230

 

Accumulated other comprehensive income

 

2,973

 

811

 

Total shareholders’ equity

 

333,798

 

296,380

 

Total liabilities and shareholders’ equity

 

$

3,590,705

 

$

2,876,737

 

 



 

State National Companies, Inc. Press Release

Page 5

 

STATE NATIONAL COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

($ in thousands, except for per share information)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Premiums earned

 

$

35,499

 

$

33,700

 

$

105,941

 

$

94,293

 

Commission income

 

328

 

389

 

926

 

1,015

 

Ceding fees

 

21,697

 

19,263

 

60,340

 

52,424

 

Net investment income

 

2,314

 

2,001

 

6,753

 

6,141

 

Realized net investment gains (losses)

 

1,010

 

2,063

 

3,409

 

1,707

 

Other income

 

597

 

501

 

1,658

 

1,416

 

Total revenues

 

61,445

 

57,917

 

179,027

 

156,996

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

15,883

 

13,755

 

50,849

 

42,587

 

Commissions

 

1,064

 

1,408

 

4,341

 

4,235

 

Taxes, licenses, and fees

 

1,096

 

960

 

2,962

 

2,466

 

General and administrative

 

19,666

 

17,235

 

57,412

 

51,377

 

Interest expense

 

631

 

565

 

1,831

 

1,655

 

Total expenses

 

38,340

 

33,923

 

117,395

 

102,320

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

23,105

 

23,994

 

61,632

 

54,676

 

 

 

 

 

 

 

 

 

 

 

Income taxes:

 

 

 

 

 

 

 

 

 

Current tax expense (benefit)

 

11,160

 

10,801

 

25,420

 

21,292

 

Deferred tax expense (benefit)

 

(2,749

)

(2,130

)

(3,207

)

(1,597

)

 

 

8,411

 

8,671

 

22,213

 

19,695

 

Net income (loss)

 

$

14,694

 

$

15,323

 

$

39,419

 

$

34,981

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to common shareholders:

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.35

 

$

0.37

 

$

0.95

 

$

0.83

 

Diluted earnings per share

 

0.34

 

0.37

 

0.92

 

0.83

 

 

 

 

 

 

 

 

 

 

 

Dividends, per share

 

$

0.06

 

$

0.06

 

$

0.18

 

$

0.18

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding — basic

 

41,683,695

 

41,937,467

 

41,655,636

 

42,196,075

 

Weighted-average common shares outstanding — diluted

 

43,412,902

 

41,940,918

 

42,967,302

 

42,215,846

 

 



 

State National Companies, Inc. Press Release

Page 6

 

Program Services Segment — Results of Operations

Unaudited

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

($ in thousands)

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Premiums earned

 

$

 

$

3

 

$

 

$

3

 

Ceding fees

 

21,697

 

19,263

 

60,340

 

52,424

 

Total revenues

 

21,697

 

19,266

 

60,340

 

52,427

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

187

 

96

 

17

 

1,001

 

Commissions

 

4

 

2

 

8

 

5

 

Taxes, licenses, and fees

 

17

 

2

 

62

 

13

 

General and administrative

 

3,794

 

3,681

 

12,290

 

10,800

 

Total expenses

 

4,002

 

3,781

 

12,377

 

11,819

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

17,695

 

$

15,485

 

$

47,963

 

$

40,608

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

426,098

 

$

350,541

 

$

1,253,939

 

$

957,962

 

Gross premiums earned

 

$

393,303

 

$

311,463

 

$

1,110,189

 

$

872,090

 

 



 

State National Companies, Inc. Press Release

Page 7

 

Lender Services Segment — Results of Operations

Unaudited

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

($ in thousands)

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Premiums earned

 

$

35,499

 

$

33,697

 

$

105,941

 

$

94,290

 

Commission income

 

328

 

389

 

926

 

1,015

 

Other income

 

554

 

491

 

1,627

 

1,410

 

Total revenues

 

36,381

 

34,577

 

108,494

 

96,715

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

15,696

 

13,659

 

50,832

 

41,586

 

Commissions

 

1,060

 

1,406

 

4,333

 

4,230

 

Taxes, licenses, and fees

 

1,079

 

958

 

2,900

 

2,453

 

General and administrative

 

10,878

 

10,262

 

33,577

 

31,397

 

Total expenses

 

28,713

 

26,285

 

91,642

 

79,666

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

7,668

 

$

8,292

 

$

16,852

 

$

17,049

 

 

 

 

 

 

 

 

 

 

 

Net loss ratio

 

44.2

%

40.5

%

48.0

%

44.1

%

Net expense ratio

 

36.7

%

37.5

%

38.5

%

40.4

%

Net combined ratio

 

80.9

%

78.0

%

86.5

%

84.5

%

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

52,947

 

$

45,746

 

$

134,766

 

$

114,688

 

Net premiums written

 

$

42,469

 

$

37,517

 

$

109,093

 

$

94,433

 

 

Corporate Segment — Results of Operations

Unaudited

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

($ in thousands)

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Net investment income

 

$

2,314

 

$

2,001

 

$

6,753

 

$

6,141

 

Realized net investment gains (losses)

 

1,010

 

2,063

 

3,409

 

1,707

 

Other income

 

43

 

10

 

31

 

6

 

Total revenues

 

3,367

 

4,074

 

10,193

 

7,854

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

General and administrative

 

4,994

 

3,292

 

11,545

 

9,180

 

Interest expense

 

631

 

565

 

1,831

 

1,655

 

Total expenses

 

5,625

 

3,857

 

13,376

 

10,835

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

(2,258

)

217

 

(3,183

)

(2,981

)

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

8,411

 

8,671

 

22,213

 

19,695

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(10,669

)

$

(8,454

)

$

(25,396

)

$

(22,676

)

 



 

State National Companies, Inc. Press Release

Page 8

 

Non-GAAP Reconciliation

 

The accompanying information provides a reconciliation of this non-GAAP financial measure to its most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  This non-GAAP financial measure should not be considered as an alternative to GAAP measures such as net income, earnings per share, return on equity or any other GAAP measure of liquidity or financial performance.

 

Earnings before interest, taxes, depreciation and amortization or EBITDA, is considered a non-GAAP financial measure because it reflects adjustments to net income for interest expense, income tax expense, and depreciation and amortization.  Management believes this measure is helpful to investors because it provides a supplemental measure of evaluating core financial performance between periods.

 

State National Companies, Inc.

Reconciliation of Non-GAAP Financial Measures

(unaudited)

($ in thousands)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

24,727

 

$

25,633

 

$

66,285

 

$

59,430

 

Reconciliation of EBITDA:

 

 

 

 

 

 

 

 

 

Net income

 

$

14,694

 

$

15,323

 

$

39,419

 

$

34,981

 

Plus: Interest expense

 

631

 

565

 

1,831

 

1,655

 

Plus: Income tax expense

 

8,411

 

8,671

 

22,213

 

19,695

 

Plus: Depreciation and amortization

 

991

 

1,074

 

2,822

 

3,099

 

EBITDA

 

$

24,727

 

$

25,633

 

$

66,285

 

$

59,430

 

 

###