0001495925-13-000051.txt : 20130514 0001495925-13-000051.hdr.sgml : 20130514 20130513175449 ACCESSION NUMBER: 0001495925-13-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130513 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20130514 DATE AS OF CHANGE: 20130513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fortegra Financial Corp CENTRAL INDEX KEY: 0001495925 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 581461399 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 13838672 BUSINESS ADDRESS: STREET 1: 10151 DEERWOOD PARK BLVD STREET 2: BLDG. 100, STE. 330 CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 904-416-1539 MAIL ADDRESS: STREET 1: 10151 DEERWOOD PARK BLVD STREET 2: BLDG. 100, STE. 330 CITY: JACKSONVILLE STATE: FL ZIP: 32256 8-K 1 a33120138-kearningsrelease.htm 8-K 8-K 3.3.2013 Earnings Release


 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2013

FORTEGRA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File No. 001-35009

Delaware
58-1461399
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
 
 

10151 Deerwood Park Boulevard, Building 100, Suite 330 Jacksonville, FL
32256
(Address of principal executive offices)
(Zip Code)
 
 
(866)-961-9529 
Registrant's telephone number, including area code
 
Not Applicable
(Former Name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 






Item 2.02 Results of Operation and Financial Condition
On May 13, 2013, Fortegra Financial Corporation issued a news release regarding its financial results for the three months ended March 31, 2013. A copy of the news release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. For purposes of Section 18 of the Securities Exchange Act of 1934, the news release is deemed furnished not filed.



Item 9.01 Financial Statements and Exhibits
 
(d)  Exhibits.

Exhibit No.
Description
99.1
News Release, dated May 13, 2013













SIGNATURE
 
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 hereunto duly authorized.



 
 
Fortegra Financial Corporation
 
 
 
 
Date: May 13, 2013
 
By:
/s/ Walter P. Mascherin
 
 
Name:
Walter P. Mascherin
 
 
Title:
Executive Vice President and Chief Financial Officer
 
 
 
 














EXHIBIT INDEX

Exhibit No.
Description
99.1
News Release, dated May 13, 2013



EX-99.1 2 ex9913312013earningsrelease.htm 3312013 EARNINGS RELEASE EX 99.1 3.31.2013 Earnings Release


EXHIBIT 99.1


FORTEGRA FINANCIAL CORPORATION REPORTS FIRST QUARTER 2013 RESULTS

      
Jacksonville, FL - May 13, 2013 - Fortegra Financial Corporation (NYSE: FRF), an insurance services company providing distribution and administration services and insurance-related products, today reported results for the first quarter ended March 31, 2013.
 
Total revenues climbed to $89.9 million from $71.9 million, a 25.1% increase compared to the prior year period

Net Revenues increased 28.2% to $35.0 million from $27.3 million in the prior year period

Direct and assumed written premiums increased 2.9% to $81.5 million compared with the prior year period

 
“We are pleased to report that 2013 is off to a solid start. Acquisitions completed at year end 2012 positively impacted the first quarter results, driving much of our growth in total revenues, while our underlying business continues to generate favorable returns,” said Richard S. Kahlbaugh, Chairman, President and Chief Executive Officer of Fortegra. “More specifically, ProtectCELL and 4warranty contributed $6.9 million of net revenues in the first quarter of 2013. Additionally, we continue to witness consistency in our other business units with Life of the South, growing direct and assumed premiums to $81.5 million, a new record for first quarter results, while our wholesale brokerage business unit, Bliss and Glennon, increased net revenues by 4.0%. We are pleased with our progress in the quarter and look forward to achieving our financial goals and generating shareholder value for the remainder of 2013.”

  
First Quarter Results

Total revenues increased 25.1% to $89.9 million for the first quarter of 2013, compared to $71.9 million for the first quarter of 2012. Net revenues (total revenues less net losses and loss adjustment, member benefit claims and commissions expenses) increased 28.2% to $35.0 million for the first quarter of 2013, compared to $27.3 million for the prior year period. Both total revenues and net revenues were favorably impacted by the acquisitions of ProtectCELL and 4warranty. Operating expenses were $25.7 million compared to $18.1 million in the prior year period. The 2012 acquisitions of ProtectCELL and 4warranty contributed $4.4 million to the increase in operating expenses while severance and other one-time expenses related to the previously announced re-organization of operations added $1.2 million.

Net income for the first quarter of 2013 was $2.5 million, or $0.12 per diluted share, compared to $3.4 million, or $0.16 per diluted share, for the prior year period. 2013 results included $0.7 million of after-tax severance expenses. Non-GAAP net income for the first quarter of 2013 was $3.5 million, or $0.17 per diluted share, compared to Non-GAAP net income of $3.6 million, or $0.17 per diluted share, for the prior-year period.

Adjusted EBITDA for the first quarter of 2013 was $10.9 million, compared to $9.5 million for the first quarter of 2012. Adjusted EBITDA margin for the first quarter of 2013 was 31.2%, compared to 34.6% for the prior-year period.
 



Page 1



Segment Results
Payment Protection
For the three months ended March 31, 2013, net revenues for the Payment Protection segment were $20.6 million, compared to $13.1 million for the prior-year period, an increase of 57.6%. EBITDA for the Payment Protection segment was $5.7 million for the first quarter of 2013, compared to $5.2 million for the prior-year period, an increase of 10.9%. EBITDA margin for the Payment Protection segment was 27.8% for the first quarter of 2013, compared to 39.6% for the prior-year period. The lower margin primarily resulted from a change in the mix of business with the addition of ProtectCELL and higher operating expenses within our Motor Clubs division. 

Business Process Outsourcing (BPO)
Net revenues for the BPO segment remained flat at $4.2 million for the first quarter of 2013 compared to the prior year period. EBITDA for the BPO segment was $0.7 million for the first quarter of 2013, compared to $1.1 million for the prior-year period. EBITDA margin for the BPO segment was 15.6% for the first quarter of 2013, compared to 25.5% for the prior year period. The decrease in margin resulted from an increase in operating expenses at Pacific Benefits Group.
 
Brokerage
Net revenues for the Brokerage segment increased 1.5% to $10.2 million for the first quarter of 2013 compared to $10.0 million in the first quarter of 2012. EBITDA for the Brokerage segment was $3.0 million for the first quarter of 2013, compared to $2.9 million for the prior year period. EBITDA margin for the Brokerage segment was 29.2% for the first quarter of 2013, compared to 29.3% for the prior year period.


Balance Sheet
Total invested assets and cash and cash equivalents increased to $141.0 million as of March 31, 2013 compared to $133.3 million as of December 31, 2012. Cash and cash equivalents decreased to $14.3 million from $15.2 million as of December 31, 2012. Unearned premiums were $225.3 million as of March 31, 2013 compared to $235.9 million as of December 31, 2012. Total debt outstanding as of March 31, 2013 increased to $126.8 million compared to $124.4 million as of December 31, 2012. Stockholder's equity increased to $154.7 million as of March 31, 2013 compared to $151.0 million as of December 31, 2012.


Conference Call Information
Fortegra's executive management will host a conference call to discuss its first quarter 2013 results tomorrow, Tuesday, May 14, 2013 at 8:30 a.m. Eastern Time.  To participate in the live call, dial (877) 407-3982 within the U.S., or (201) 493-6780 for international callers. A live audio webcast will also be available on the Investors page of the company's website: http://www.fortegrafinancial.com. A replay of the call will be available beginning May 14, 2013 at 11:30 a.m. ET and ending on May 21, 2013 11:59 p.m. ET on the company's website, and by dialing (877) 870-5176 in the U.S. or (858) 384-5517 for international callers. The passcode for the replay is 413809.






Page 2



Statistical Supplement
In addition, the company has provided a statistical supplement which can be accessed through the “Investor Relations” section of Fortegra's website at: http://www.fortegrafinancial.com.

About Fortegra
Fortegra Financial Corporation is an insurance services company that provides distribution and administration services and insurance-related products to insurance companies, insurance brokers and agents and other financial services companies, primarily in the United States. It sells services and products directly to businesses rather than directly to consumers. Fortegra's brands include Life of the South®, 4warranty, ProtectCELL, Continental Car ClubTM, Auto Knight Motor ClubTM, United Motor ClubTM, ConsectaTM, Pacific Benefits GroupTM, Bliss & GlennonTM and eReinsureTM.

Use of Non-GAAP Financial Information
Fortegra presents certain additional financial measures related to its Business Segments that are "Non-GAAP measures" within the meaning of Regulation G under the Securities Act of 1934. Fortegra presents these Non-GAAP measures to provide investors with additional information to analyze Fortegra's performance from period to period.  Management also uses these measures to assess performance for Fortegra's segments and to allocate resources in managing Fortegra's businesses.  However, investors should not consider these Non-GAAP measures as a substitute for the financial information that Fortegra reports in accordance with GAAP.  These Non-GAAP measures reflect subjective determinations by management, and may differ from similarly titled Non-GAAP measures presented by other companies.

In this Earnings Release, we present Net Income - Non-GAAP Basis, Non-GAAP Earnings per common share - basic and diluted, EBITDA and Adjusted EBITDA. These financial measures as presented in this Earnings Release are considered Non-GAAP financial measures and are not recognized terms under U.S. GAAP and should not be used as an indicator of, and are not an alternative to, net income or earnings per share as a measure of operating performance. Net Income - Non-GAAP Basis as used in this Earnings Release is net income increased (on a tax-effected basis) by transaction costs associated with acquisitions, stock-based compensation and restructuring expenses. Non-GAAP earnings per common share - basic and diluted share as presented in this Earnings Release adjust for the impact of the Non-GAAP adjustments to net income, net of tax, on a per common share basis, EBITDA as used in this Earnings Release is net income before interest expense, income taxes, net income attributable to non-controlling interests, depreciation and amortization. Adjusted EBITDA as used in this Earnings Release means "Consolidated Adjusted EBITDA" which is defined under our credit facility with Wells Fargo Bank, N.A., and which generally means consolidated net income before non-controlling interests, consolidated interest expense, consolidated amortization expense, consolidated depreciation expense and consolidated income tax expense. The other items excluded in this calculation may include if applicable, but are not limited to, specified acquisition costs, impairment of goodwill and other non-cash charges, stock-based compensation expense and unusual or non-recurring charges. The calculation below does not give effect to certain additional adjustments permitted under our credit facility, which if included, would increase the amount of Adjusted EBITDA reflected in this table. We believe presenting Net Income - Non-GAAP Basis, Non-GAAP Earnings per common share - basic and diluted, EBITDA and Adjusted EBITDA provides investors with a supplemental financial measure of our operating performance.
In addition to the financial covenant requirements under our credit facility, management uses Net Income- Non-GAAP Basis, Non-GAAP Earnings per common share - basic and diluted, EBITDA and Adjusted EBITDA as financial measures of operating performance for planning purposes, which may include, but are not limited to, the preparation of budgets and projections, the determination of bonus compensation for executive officers, the analysis of the allocation of resources and the evaluation of the effectiveness of

Page 3



business strategies. Although we use EBITDA and Adjusted EBITDA as financial measures to assess the operating performance of our business, both measures have significant limitations as analytical tools because they exclude certain material expenses. For example, they do not include interest expense and the payment of income taxes, which are both a necessary element of our costs and operations. Since we use property and equipment to generate service revenues, depreciation expense is a necessary element of our costs. In addition, the omission of amortization expense associated with our intangible assets further limits the usefulness of this financial measure. Management believes the inclusion of the adjustments to EBITDA and Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future. Because EBITDA and Adjusted EBITDA do not account for these expenses, its utility as a financial measure of our operating performance has material limitations. Due to these limitations, management does not view EBITDA and Adjusted EBITDA in isolation or as a primary financial performance measure.
We believe Net Income- Non-GAAP Basis, Non-GAAP Earnings per common share - basic and diluted, EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of similar companies in similar industries and to measure the company's ability to service its debt and other cash needs. Because the definitions of Net Income- Non-GAAP Basis, Non-GAAP Earnings per common share - basic and diluted, EBITDA and Adjusted EBITDA (or similar financial measures) may vary among companies and industries, they may not be comparable to other similarly titled financial measures used by other companies.

Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. Such statements are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project,'' "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
 
The forward-looking statements contained in this press release are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under Item 1A. - "Risk Factors" in Fortegra's most current Annual Report on Form 10-K and most current Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.
 
Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
 

Page 4



Further information concerning Fortegra and its business, including factors that potentially could materially affect Fortegra's financial results, is contained in Fortegra's filings with the SEC, which are available free of charge at the SEC's website at http://www.sec.gov and from Fortegra's website in the "Investor Relations" section under "SEC Filings" at http://www.fortegrafinancial.com.

Contacts:
Stephanie Gannon
904-352-2759
investor.relations@fortegra.com


Page 5



FORTEGRA FINANCIAL CORPORATION
 
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(All Amounts in Thousands Except Share and Per Share Amounts)

 
For the Three Months Ended
 
March 31, 2013
 
March 31, 2012
 
 
 
 
Revenues:
 
 
 
Service and administrative fees
$
38,858

 
$
22,511

Brokerage commissions and fees
9,731

 
9,520

Ceding commission
7,163

 
7,064

Net investment income
909

 
743

Net realized investment gains (losses)
7

 
(3
)
Net earned premium
33,142

 
31,972

Other income
91

 
72

Total revenues
89,901

 
71,879

Net losses and loss adjustment expenses
10,535

 
11,266

Member benefit claims
8,978

 
1,303

Commissions
35,362

 
31,988

Net Revenues
35,026

 
27,322

 
 
 
 
Expenses:
 
 
 
Personnel costs
15,846

 
11,392

Other operating expenses
9,805

 
6,739

Depreciation and amortization
1,318

 
738

Amortization of intangibles
1,948

 
1,482

Interest expense
1,444

 
1,652

Total expenses
30,361

 
22,003

Income before income taxes and non-controlling interests
4,665

 
5,319

Income taxes
1,354

 
1,887

Income before non-controlling interests
3,311

 
3,432

Less: net income attributable to non-controlling interests
818

 
18

Net income
$
2,493

 
$
3,414

 
 
 
 
Earnings per share:
 
 
 
Basic
$
0.13

 
$
0.17

Diluted
$
0.12

 
$
0.16

Weighted average common shares outstanding:
 
 
 
Basic
19,556,743

 
19,904,819

Diluted
20,625,041

 
20,739,196



Page 6



FORTEGRA FINANCIAL CORPORATION
 
CONSOLIDATED BALANCE SHEETS (Unaudited)
(All Amounts in Thousands Except Share and Per Share Amounts)
 
At
 
March 31, 2013
 
December 31, 2012
Assets:
 
 
 
Investments:
 
 
 
Fixed maturity securities available-for-sale, at fair value
$
118,102

 
$
110,641

Equity securities available-for-sale, at fair value
7,301

 
6,220

Short-term investments
1,222

 
1,222

Total investments
126,625

 
118,083

Cash and cash equivalents
14,339

 
15,209

Restricted cash
28,881

 
31,142

Accrued investment income
1,217

 
1,235

Notes receivable, net
5,045

 
11,290

Accounts and premiums receivable, net
33,883

 
27,026

Other receivables
28,189

 
13,511

Reinsurance receivables
196,907

 
203,988

Deferred acquisition costs
63,623

 
59,320

Property and equipment, net
17,621

 
17,946

Goodwill
119,512

 
119,512

Other intangible assets, net
77,767

 
79,340

Income taxes receivable
3,272

 
2,897

Other assets
8,554

 
7,667

Total assets
$
725,435

 
$
708,166

 
 
 
 
Liabilities:
 
 
 
Unpaid claims
$
34,155

 
$
33,007

Unearned premiums
225,288

 
235,900

Policyholder account balances
25,489

 
26,023

Accrued expenses, accounts payable and other liabilities
70,845

 
58,563

Deferred revenue
58,410

 
50,607

Note payable
91,750

 
89,438

Preferred trust securities
35,000

 
35,000

Deferred income taxes, net
29,792

 
28,658

Total liabilities
570,729

 
557,196

Stockholders' Equity:
 
 
 
Preferred stock

 

Common stock
208

 
207

Treasury stock, at cost
(6,651
)
 
(6,651
)
Additional paid-in capital
97,945

 
97,641

Accumulated other comprehensive loss, net of tax
(468
)
 
(631
)
Retained earnings
52,310

 
49,817

Stockholders' equity before non-controlling interests
143,344

 
140,383

Non-controlling interests
11,362

 
10,587

Total stockholders' equity
154,706

 
150,970

Total liabilities and stockholders' equity
$
725,435

 
$
708,166

 
 
 
 

Page 7



FORTEGRA FINANCIAL CORPORATION
 
CONSOLIDATED STATEMENTS OF INCOME- Segments (Unaudited)
(All Amounts in Thousands)
 
For the Three Months Ended
 
March 31, 2013
 
March 31, 2012
Segment Net Revenue
 
 
 
Payment Protection
$
20,637

 
$
13,094

BPO
4,214

 
4,205

Brokerage
10,175

 
10,023

Segment net revenues
35,026

 
27,322

 
 
 
 
Operating Expenses
 
 
 
Payment Protection
14,892

 
7,913

BPO
3,556

 
3,133

Brokerage
7,203

 
7,085

Total operating expenses
25,651

 
18,131

 
 
 
 
EBITDA
 
 
 
Payment Protection
5,745

 
5,181

BPO
658

 
1,072

Brokerage
2,972

 
2,938

Total EBITDA
9,375

 
9,191

 
 
 
 
Depreciation and amortization
 
 
 
Payment Protection
1,775

 
849

BPO
834

 
503

Brokerage
657

 
868

Total depreciation and amortization
3,266

 
2,220

 
 
 
 
Interest Expense
 
 
 
Payment Protection
957

 
1,012

BPO
177

 
267

Brokerage
310

 
373

Total interest expense
1,444

 
1,652

 
 
 
 
Income (loss) before income taxes and non-controlling interests
 
 
 
Payment Protection
3,013

 
3,320

BPO
(353
)
 
302

Brokerage
2,005

 
1,697

Total income before income taxes and non-controlling interests
4,665

 
5,319

Income taxes
1,354

 
1,887

Less: net income attributable to non-controlling interests
818

 
18

Net income
$
2,493

 
$
3,414



Page 8





FORTEGRA FINANCIAL CORPORATION
 
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION -
ADJUSTED EBITDA (Unaudited)
(All Amounts in Thousands, except for percentages)

 



 
For the Three Months Ended
 
March 31, 2013
 
March 31, 2012
 
 
 
 
Net income
$
2,493

 
$
3,414

Depreciation and amortization
1,318

 
738

Amortization of intangibles
1,948

 
1,482

Interest expense
1,444

 
1,652

Income taxes
1,354

 
1,887

Net income attributable to non-controlling interests
818

 
18

EBITDA
9,375

 
9,191

Transaction costs (a)
86

 
97

Stock-based compensation expense
304

 
179

Restructuring expenses
1,154

 

Adjusted EBITDA
$
10,919

 
$
9,467

 
 
 
 
EBITDA Margin
26.8
%
 
33.6
%
Adjusted EBITDA Margin
31.2
%
 
34.6
%
 
 
 
 
(a) Represents transaction costs associated with acquisitions.
 
 
 


Page 9




FORTEGRA FINANCIAL CORPORATION
 
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION -
NET INCOME (Unaudited)
(All Amounts in Thousands Except Share and Per Share Amounts)


 
For the Three Months Ended
 
March 31, 2013
 
March 31, 2012
 
 
 
 
Net income
$
2,493

 
$
3,414

Non-GAAP Adjustments, net of tax
 
 
 
Transaction costs associated with acquisitions (1)
86

 
97

Stock-based compensation
197

 
115

Restructuring expenses
747

 

Total Non-GAAP adjustments, net of tax
1,030

 
212

Net income - Non-GAAP basis
$
3,523

 
$
3,626

 
 
 
 
GAAP Earnings per share - basic
$
0.13

 
$
0.17

Non-GAAP adjustments, net of tax
0.05

 
0.01

Non-GAAP Earnings per common share - basic
$
0.18

 
$
0.18

 
 
 
 
GAAP Earnings per share - diluted
$
0.12

 
$
0.16

Non-GAAP adjustments, net of tax
0.05

 
0.01

Non-GAAP Earnings per common share - diluted
$
0.17

 
$
0.17

 
 
 
 
Weighted average common shares outstanding:
 
 
 
Basic
19,556,743

 
19,904,819

Diluted
20,625,041

 
20,739,196

 
 
 
 
(1) Adjustments not tax effected.
 
 
 


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