TIPTREE INC. – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Management's Discussion and Analysis of Financial Condition and Results of
Operations is presented in this section as follows:
•Overview
•Results of Operations •Non-GAAP Measures and Reconciliations •Liquidity and Capital Resources •Critical Accounting Policies and Estimates
OVERVIEW
Tiptree allocates capital to select small and middle market companies with the mission of building long-term value. Established in 2007, we have a significant track record investing in the insurance sector and across a variety of other industries, including mortgage origination, specialty finance and shipping. Our largest operating subsidiary, Fortegra, is a leading provider of specialty insurance products and related services. We also generate earnings from a diverse group of select investments that we refer to asTiptree Capital , which includes our Mortgage segment and other, non-insurance businesses and assets. We evaluate performance primarily by the comparison of stockholders' long-term total return on capital, as measured by growth in stock price plus dividends paid, in addition to Adjusted Net Income and Adjusted EBITDA.
Our year-to-date 2022 highlights include:
Overall:
•Tiptree reported net income of$14.2 million for the third quarter, up from$2.0 million in the prior year, driven primarily by the gain on sale of dry bulk vessels and improved performance in our insurance business. •Net loss was$9.1 million for the nine months, compared to net income of$38.6 million in 2021, driven by the deferred tax liability associated with the WP Transaction and unrealized losses on investments as compared to gains in the prior year, partially offset by improved performance in insurance and shipping operations. •Adjusted net income of$48.8 million increased 3.9% from$47.0 million in 2021, driven by improvement in insurance and shipping operations. Adjusted return on average equity was 14.2%, as compared to 16.2% in 2021. •In the quarter, we sold the remaining two dry bulk vessels for$46.2 million , representing a net gain of$14.1 million . Total proceeds from dry bulk vessel sales in 2022 were$67.7 million , or a net gain of$21.2 million . •In the quarter, we signed definitive agreements to sell our two product tankers for an aggregate of$49.0 million , representing an approximate 44% gain as compared to theSeptember 30, 2022 book value. The sale of the two tankers is expected to close in the fourth quarter 2022. •InJune 2022 , Tiptree closed the previously announced$200 million investment in Fortegra, by Warburg. The investment gives Warburg an approximate 24% ownership in Fortegra on an as converted basis. •As a result of the WP Transaction, Tiptree recognized a$63.2 million pre-tax gain in stockholders' equity in the nine months endedSeptember 30, 2022 , which was partially offset by increased deferred tax liabilities resulting from the tax deconsolidation as Tiptree's ownership of Fortegra was reduced to below 80%. The deferred tax liability was$38.2 million , with$14.1 million impacting stockholders' equity directly and$24.1 million impacting net income for the nine months endedSeptember 30, 2022 .
Insurance:
•Gross written premiums and premium equivalents were$1.96 billion for the nine months endedSeptember 30, 2022 , as compared to$1.62 billion for the nine months endedSeptember 30, 2021 , up 20.9% as a result of growth in specialty insurance lines and fee-based service contract offerings. •Total revenues increased 25.2% to$903.4 million , from$721.5 million in 2021, driven by increases in earned premiums, net and service and administrative fees. •The combined ratio remained consistent at 91.0%, driven by the scalability of Fortegra's technology and shared service platform, which improved the expense ratio, while the underwriting ratio increased due to a shift in business mix toward lines with higher loss ratios and lower expense ratios. •Income before taxes of$39.1 million decreased by$10.5 million as compared to$49.6 million in 2021. Return on average equity was 12.1% in 2022 as compared to 17.3% in 2021. The decreases resulted from investment losses in 2022 compared to gains in 2021, offset by growth in underwriting and fee revenues. •Adjusted net income increased 29.1% to$59.9 million , as compared to$46.4 million in 2021. Adjusted return on average equity was 25.8%, as compared to 20.9% in 2021. 49 -------------------------------------------------------------------------------- •InApril 2022 , Fortegra acquiredITC Compliance GRP Limited , a provider of regulatory and compliance services to the retail automotive sector in theUnited Kingdom , for net cash consideration of approximately$15.0 million , plus an earn-out. Tiptree Capital: •Maritime transportation income before taxes was$36.5 million in 2022, as compared to$7.7 million in 2021, driven by a rise in dry bulk and tanker charter rates and the gain on sale of three dry bulk vessels. •Mortgage income before taxes was$3.4 million in 2022, as compared to$25.1 million in 2021, with the decrease driven by declines in origination volumes and gain on sale margins, partially offset by higher servicing fees and positive fair value adjustments on the mortgage servicing portfolio. Return on average equity was 5.6% in 2022. Key Trends: Our results of operations are affected by a variety of factors including, but not limited to, general economic conditions and GDP growth, market liquidity and volatility, consumer confidence,U.S. demographics, employment and wage growth, business confidence and investment, inflation, interest rates and spreads, the impact of the regulatory environment, and the other factors set forth in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 . Generally, our businesses are positively affected by a healthyU.S. consumer, stable to gradually rising interest rates, stable markets and business conditions, and global growth and trade flows. Conversely, rising unemployment, volatile markets, rapidly rising interest rates, inflation, changing regulatory requirements and slowing business conditions can have a material adverse effect on our results of operations or financial condition. Fortegra generally offers products which have low severity but high frequency loss experiences and are short duration. In addition, the business has historically generated significant fee-based revenues. In general, the types of products Fortegra offers tend to have limited aggregation risk and limited exposure to catastrophic and residual risk. Underwriting risk is mitigated through a combination of reinsurance and retrospective commission structures with agents, distribution partners and/or third-party reinsurers. To mitigate counterparty risk, Fortegra ensures its distribution partners' captive reinsurance entities are over-collateralized with highly liquid investments, primarily cash and cash equivalents. Insurance results primarily depend on pricing, underwriting, risk retention and the accuracy of reserves, reinsurance arrangements, returns on invested assets, and policy and contract renewals and run-off. Factors affecting these items, including conditions in financial markets, the global economy and the markets in which we operate, fluctuations in exchange rates, interest rates and inflation, including the current period of inflationary pressures, may have a material adverse effect on our results of operations or financial condition. While Fortegra's insurance operations have historically maintained a relatively stable combined ratio, initiatives to change the business mix along with these economic factors could generate different results than the business has historically experienced. In particular, the current period of rising inflation can have an impact on replacement costs associated with claims from our customers. To the extent we are unable to pass the higher costs of claims through higher premiums, lower underwriting margins could adversely affect our profitability. In addition, the current impact of the strengtheningU.S. dollar relative to other currencies, including the British pound and Euro, may have a negative impact on book value between periods, associated with the timing of the recognition of revenues and expenses related to multi-year insurance contracts. Fortegra's investment portfolio includes fixed maturity securities, loans, credit investment funds, and equity securities. Many of those investments are held at fair value. During the nine months of 2022, theU.S. fixed income markets have experienced a significant rise in interest rates. Rising interest rates have and could continue to impact the value of Fortegra's fixed maturity securities, with any unrealized losses recorded in equity, and if realized, could impact our results of operations. Offsetting the impact of a rising interest rate environment, new investments in fixed rate instruments from both maturities and portfolio growth can result in higher interest income on investments over time. The weighted average duration of our fixed income available for sale securities is less than three years. During the nine months of 2022, 2-year treasury yields increased significantly, which resulted in a negative impact on Fortegra's fixed income portfolio and our book value, as the substantial majority was unrealized. While our asset and liability mix is relatively matched, should we need to liquidate any of these investments before maturity to pay claims, any realized losses could materially negatively impact our results of operations. Changes in fair value for loans, credit investment funds, and equity securities in Fortegra's investment portfolio are reported quarterly as unrealized gains or losses in revenues and can be impacted by changes in interest rates, credit risk, currency risk, or market risk, including specific company or industry factors. In addition, our equity holdings are relatively concentrated. General equity market trends, along with company and industry specific factors, can impact the fair value which can result in unrealized gains and losses affecting our results. Rising 10-year treasury yields, and the tapering of theFederal Reserve's purchases of mortgage-backed securities, has resulted in substantial increases in mortgage interest rates. Low mortgage interest rates driven by theFederal Reserve intervention in mortgage markets, and rising home prices in certain markets, had provided tailwinds to the mortgage markets beginning in the second quarter of 2020 and through 2021, which had benefited our mortgage operations and margins. The substantial rise in rates starting in 2022 have resulted in a sharp reversal of those trends, with volumes and margins declining 50 -------------------------------------------------------------------------------- significantly. Only partially offsetting the declines in earnings in our origination business is an increase in the fair value of our mortgage servicing portfolio as rising rates slow prepayment speeds, with a resulting increase in servicing income. Continued rising mortgage rates could have a materially negative impact on our mortgage business results of operations, and is likely to be only partially mitigated by the improvement in mortgage servicing revenues. A sustained period of negative profitability in the mortgage industry could also impact the availability of funding sources for our mortgage business. Rising interest rates can also impact the cost of floating interest rate debt obligations, while declining rates can decrease the cost of debt. Our secured revolving and term credit agreements, preferred trust securities and asset based revolving financing are all floating rate obligations. A continuation of rising rates could have a material impact on our costs of floating rate debt. In addition, authorities that regulate LIBOR have announced plans to phase out LIBOR, such that LIBOR is expected to cease to exist as a benchmark for floating interest rates. Specifically, theICE Benchmark Administration Limited announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative; (a) immediately afterDecember 31, 2021 , in the case of the 1-week and 2-monthU.S. dollar LIBOR settings; and (b) immediately afterJune 30, 2023 , in the case of the remainingU.S. dollar LIBOR settings. TheFederal Reserve Board and theFederal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (SOFR) as its preferred alternative rate for USD-LIBOR. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2023. Similarly, it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become acceptable alternatives to LIBOR, or what effect these changes in views or alternatives may have on financial markets for LIBOR-linked financial instruments. Such uncertainty may result in a sudden or prolonged increase or decrease in reported LIBOR and/or its replacement rate. To address the phase out of LIBOR, the agreements for our debt facilities include a mechanism to replace LIBOR with an alternative reference rate under specified circumstances, whether that replacement is SOFR or another benchmark. If future rates based upon the successor reference rate are higher than LIBOR rates due to illiquidity or other factors, our interest expense could increase. Common shares of Invesque represent a significant asset on our condensed consolidated balance sheets, both as part of insurance investments and separately inTiptree Capital . Our investment in Invesque, which operates in the seniors housing, skilled nursing and medical office industries, is carried on our condensed consolidated balance sheets at fair value. Any additional declines in the fair value of Invesque's common stock could continue to have a significant impact on our results of operations and the value of the investment. The maritime transportation industry is highly competitive and fragmented. Demand for shipping capacity is a function of global economic conditions and the related demand for commodities, production and consumption patterns, and is currently affected by events, such as the war inUkraine , which interrupt production, trade routes, and consumption. The shipping industry is cyclical with significant volatility in charter hire rates and profitability, which can change rapidly. If rising interest rates and global inflationary factors drive a global recession, both charter rates and utilization rates could be negatively impacted. RESULTS OF OPERATIONS The following is a summary of our condensed consolidated financial results for the three and nine months endedSeptember 30, 2022 and 2021. In addition to GAAP results, management uses the Non-GAAP measures Adjusted net income, Adjusted return on average equity, Adjusted EBITDA and book value per share as measurements of operating performance. Management believes these measures provide supplemental information useful to investors as they are frequently used by the financial community to analyze financial performance and comparison among companies. Management uses Adjusted net income and adjusted return on average equity as part of its capital allocation process and to assess comparative returns on invested capital. Adjusted EBITDA is also used in determining incentive compensation for the Company's executive officers. Adjusted net income represents income before taxes, less provision (benefit) for income taxes, and excluding the after-tax impact of various expenses that we consider to be unique and non-recurring in nature, stock-based compensation, net realized and unrealized gains (losses), and intangibles amortization associated with purchase accounting. The Company defines Adjusted EBITDA as GAAP net income of the Company plus corporate interest expense, plus income taxes, plus depreciation and amortization expense, less the effects of purchase accounting, plus non-cash fair value adjustments, plus significant non-recurring expenses, and plus unrealized gains (losses) on available for sale securities that are reported in other comprehensive income. Adjusted net income, Adjusted return on average equity and Adjusted EBITDA are not measurements of financial performance or liquidity under GAAP and should not be considered as an alternative or substitute for GAAP net income. See "Non-GAAP Reconciliations" for a reconciliation of these measures to their GAAP equivalents. Selected Key Metrics ($ in thousands, except per share Three Months Ended Nine Months Ended information) September 30, September 30, GAAP: 2022 2021 2022 2021 Total revenues$ 363,478 $ 286,605 $ 1,028,224 $ 880,980 Net income (loss) attributable to common stockholders$ 14,223 $ 2,008 $ (9,145) $ 38,558 51
-------------------------------------------------------------------------------- ($ in thousands, except per share Three Months Ended Nine Months Ended information) September 30, September 30, GAAP: 2022 2021 2022 2021 Diluted earnings per share$ 0.38 $ 0.06 $ (0.26) $ 1.11 Cash dividends paid per common share$ 0.04 $ 0.04 $ 0.12 $ 0.12 Return on average equity 15.4 % 3.3 % (0.7) % 14.8 % Non-GAAP: (1) Adjusted net income$ 19,395 $ 20,730 $ 48,833 $ 47,010 Adjusted return on average equity 14.8 % 20.5 % 14.2 % 16.2 % Adjusted EBITDA$ 8,904 $ 12,356 $ 49,415 $ 84,594 Book value per share$ 10.68 $ 11.37 $ 10.68 $ 11.37
(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial
measures.
Revenues
For the three months endedSeptember 30, 2022 , revenues were$363.5 million , which increased$76.9 million , or 26.8%, compared to the prior year period. For the nine months endedSeptember 30, 2022 , revenues were$1.03 billion , which increased$147.2 million , or 16.7%, compared to the prior year period. The changes for both periods were primarily driven by growth in earned premiums, net, and service and administrative fees in our insurance business, increased revenues from charter hires of our vessels and our mortgage servicing portfolio, partially offset by lower mortgage volumes and margins. The nine month comparison was impacted by net realized and unrealized losses on Invesque and other investments in 2022 compared to gains in the 2021 period. The table below provides a break down between net realized and unrealized gains and losses from Invesque and other investments, which impacted our consolidated results on a pre-tax basis. Many investments are carried at fair value and marked to market through unrealized gains and losses. As a result, we expect earnings related to these investments to be relatively volatile between periods. Fixed income securities are primarily marked to market through AOCI in stockholders' equity and do not impact net realized and unrealized gains and losses until they are sold. Three Months Ended Nine Months Ended ($ in thousands) September 30, September 30, 2022 2021 2022 2021
Net realized gains - Maritime transportation
$ 21,217 $ - Net realized and unrealized gains (losses) - Invesque$ (1,698) $ (12,566) $ (15,624) $ 4,246 Net realized and unrealized gains (losses)(1)$ (6,007) $ (4,267)
(1) Excludes Invesque and Mortgage realized and unrealized gains and losses.
Net Income (Loss) Attributable to common stockholders
For the three months endedSeptember 30, 2022 , net income attributable to common stockholders was$14.2 million , an increase of$12.2 million , primarily driven by the sale of our two dry bulk vesselsa and growth in Fortegra's underwriting and fee operations, partially offset by lower mortgage profitability. For the nine months endedSeptember 30, 2022 , net loss attributable to common stockholders was$9.1 million , a decrease of$47.7 million from net income of$38.6 million for the nine months endedSeptember 30, 2021 , primarily driven by net realized and unrealized losses on Invesque and other investments in 2022 compared to gains in 2021, lower mortgage origination revenues and the tax impacts of the WP Transaction, partially offset by growth in Fortegra's underwriting and fee operations, increased revenues from our mortgage servicing portfolio and improvement in dry bulk and tanker charter rates, including the gain on sale of three dry bulk vessels.
Adjusted net income & Adjusted return on average equity - Non-GAAP
Adjusted net income for the three months endedSeptember 30, 2022 was$19.4 million , a decrease of$1.3 million , or 6.4%, from the three months endedSeptember 30, 2021 , driven by declines in our mortgage business. For the three months endedSeptember 30, 2022 , adjusted return on average equity was 14.8%, as compared to 20.5% atSeptember 30, 2021 , with the decrease driven by lower adjusted net income and the higher average equity balances as a result of the WP Transaction.
Adjusted net income for the nine months ended
million
insurance and shipping operations, partially offset by declines in our mortgage
business. For the nine months ended
52 --------------------------------------------------------------------------------
adjusted return on average equity was 14.2%, as compared to 16.2% at
equity balances as a result of the WP Transaction.
Adjusted EBITDA - Non-GAAP
Adjusted EBITDA for the three months endedSeptember 30, 2022 was$8.9 million , a decrease of$3.5 million from 2021 driven by realized and unrealized losses on investments (including impacts to AOCI) and foreign currency translation in 2022. Adjusted EBITDA for the nine months endedSeptember 30, 2022 was$49.4 million , a decrease of$35.2 million from 2021, driven by realized and unrealized losses in 2022 (including impacts to AOCI) compared to gains in 2021, partially offset by the WP Transaction gain and improved operating performance noted above.
Book Value per share - Non-GAAP
Total stockholders' equity was$519.6 million as ofSeptember 30, 2022 compared to$402.1 million as ofSeptember 30, 2021 , with the increase driven by the WP Transaction and cash exercise of Tiptree warrants, partially offset by comprehensive losses over the trailing four quarters primarily resulting from unrealized losses on AFS securities and negative impacts from foreign currency translation. In the nine months endedSeptember 30, 2022 , Tiptree returned$5.9 million to stockholders through dividends paid and shares repurchased. Book value per share for the period endedSeptember 30, 2022 was$10.68 , a decrease from book value per share of$11.37 as ofSeptember 30, 2021 . The key drivers of the decrease over the past four quarters were the comprehensive loss per share primarily associated with unrealized losses on AFS securities, dividends paid of$0.16 per share, and issuance of shares as a result of the exercise of warrants and exchanges of vested subsidiary equity awards, partially offset by the net increase toTiptree Inc. stockholders' equity from the WP transaction. Results by Segment We classify our business into two reportable segments, Insurance and Mortgage, with the remainder of our operations aggregated intoTiptree Capital - Other. Corporate activities include holding company interest expense, corporate employee compensation and benefits, and other expenses, including, but not limited to, public company expenses.
The following tables present the components of Revenue, Income (loss) before
taxes and Adjusted net income for the following periods:
Three Months Ended Nine Months Ended
($ in thousands) September 30, September 30,
2022 2021 2022 2021
Revenues:
Insurance $ 327,028 $ 246,706 $ 903,388 $ 721,524
Mortgage 15,611 27,425 59,201 87,191
Tiptree Capital - other 20,839 12,474 65,635 72,265
Corporate - - - -
Total revenues $ 363,478 $ 286,605 $ 1,028,224 $ 880,980
Income (loss) before taxes:
Insurance $ 15,304 $ 13,337 $ 39,057 $ 49,569
Mortgage (940) 6,267 3,350 25,119
Tiptree Capital - other 19,077 (4,700) 20,468 12,914
Corporate (8,316) (11,320)
(33,895) (33,151)
Total income (loss) before taxes
Non-GAAP - Adjusted net income (1): Insurance$ 19,831 $ 19,533 $ 59,893 $ 46,400 Mortgage (777) 3,961 (3,516) 15,485 Tiptree Capital - other 5,656 5,522 13,272 8,153 Corporate (5,315) (8,286) (20,816) (23,028) Total adjusted net income$ 19,395 $ 20,730 $ 48,833 $ 47,010 53
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(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial
measures.
Insurance Fortegra is a specialty insurance underwriter and service provider, which focuses on niche programs and fee-oriented services. The combination of specialty insurance underwriting, service contract products, and related service solutions delivered through a vertically integrated business model creates a blend of traditional underwriting revenues, investment income and unregulated fee revenues. The business is an agent-driven model, distributing products through independent insurance agents, consumer finance companies, online retailers, auto dealers, and regional big box retailers to deliver products that complement the consumer transaction. As ofSeptember 30, 2022 , Fortegra was owned approximately 79.5% byTiptree Holdings , 17.4% by Warburg and 3.1% by management and directors of Fortegra, before giving effect to the exercise of outstanding warrants and the conversion of outstanding preferred stock.
The following tables and discussion present the Insurance segment results,
including non-controlling interests, for the three and nine months ended
Results of Operations - Three Months EndedSeptember 30, 2022 compared to 2021 ($ in thousands) Three Months Ended September 30, 2022 2021 Change % Change Revenues: Earned premiums, net$ 237,877 $ 175,026 $ 62,851 35.9 % Service and administrative fees 83,423 69,664 13,759 19.8 % Ceding commissions 4,023 2,722 1,301 47.8 % Net investment income 3,632 3,330 302 9.1 % Net realized and unrealized gains (losses) (6,382) (7,492) 1,110 NM% Other revenue 4,455 3,456 999 28.9 % Total revenues$ 327,028 $ 246,706 $ 80,322 32.6 % Expenses: Net losses and loss adjustment expenses 97,827$ 61,252 $ 36,575 59.7 % Member benefit claims 23,415 19,579 3,836 19.6 % Commission expense 137,559 104,392 33,167 31.8 % Employee compensation and benefits 22,071 19,526 2,545 13.0 % Interest expense 5,027 4,268 759 17.8 % Depreciation and amortization 4,742 4,307 435 10.1 % Other expenses 21,083 20,045 1,038 5.2 % Total expenses$ 311,724 $ 233,369 $ 78,355 33.6 % Income (loss) before taxes (1)$ 15,304 $ 13,337 $ 1,967 14.7 % Key Performance Metrics: Gross written premiums and premium equivalents$ 761,446 $ 588,063 $ 173,383 29.5 % Return on average equity 14.4 % 13.7 % Underwriting ratio 78.4 % 73.8 % Expense ratio 13.1 % 15.8 % Combined ratio 91.5 % 89.6 % Non-GAAP Financial Measures (2): Adjusted net income$ 19,831 $ 19,533 $ 298 1.5 % Adjusted return on average equity 24.8 %
26.8 %
(1) Net income was
compared to
(2) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial
measures.
Revenues
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Earned Premiums, net represents the earned portion of gross written and assumed
premiums, less the earned portion that is ceded to third-party reinsurers under
reinsurance agreements. Fortegra's insurance policies generally have a term of
six months to seven years depending on the underlying product and premiums are
earned pro rata over the term of the policy. At the end of each reporting
period, premiums written but not earned are classified as unearned premiums and
are earned in subsequent periods over the remaining term of the policy.
Service and Administrative Fees represent the earned portion of gross written
premiums and premium equivalents, which is generated from non-insurance products
including warranty service contracts, motor club contracts and other services
offered as part of Fortegra's vertically integrated product offerings. Such fees
are typically positively correlated with transaction volume and are recognized
as revenue when realized and earned. At the end of each reporting period, gross
written premiums and premium equivalents written for service contracts not
earned are classified as deferred revenue, which are earned in subsequent
periods over the remaining term of the policy.
Ceding Commissions and Other Revenue consists of commissions earned on policies
written on behalf of third-party insurance companies with no exposure to the
insured risk and certain fees earned in conjunction with underwriting policies.
Other revenue also includes the interest income earned on the premium finance
product offering.
Net Investment Income is earned on the portfolio of invested assets. Invested
assets are primarily comprised of fixed maturity securities and may also include
cash and cash equivalents and equity securities. The principal factors that
influence net investment income are the size of the investment portfolio, the
yield on that portfolio and expenses due to external investment managers.
Net Realized and Unrealized Gains (Losses) on investments are a function of the
difference between the amount received by us on the sale of a security and the
security's cost-basis, as well as any "other-than-temporary" impairments and
allowances for credit losses which are recognized in earnings. In addition,
equity securities are carried at fair value with unrealized gains and losses
included in this line.
Revenues - Three Months Ended
For the three months endedSeptember 30, 2022 , total revenues increased 32.6%, to$327.0 million , as compared to$246.7 million for the three months endedSeptember 30, 2021 . Earned premiums, net of$237.9 million increased$62.9 million , or 35.9%, driven by growth in specialty admitted and E&S insurance lines. Service and administrative fees of$83.4 million increased by 19.8% driven by growth in warranty and consumer goods service contract revenues. Ceding commissions of$4.0 million increased by$1.3 million , or 47.8%, in line with growth in ceded premiums. Other revenues increased by$1.0 million , or 28.9%, driven by growth in premium finance product offerings. For the three months endedSeptember 30, 2022 , 28.1% of revenues were derived from fees that were not solely dependent upon the underwriting performance of Fortegra's insurance products, resulting in more diversified earnings. For the three months endedSeptember 30, 2022 , 77.6% of fee-based revenues were generated in non-regulated service companies, with the remainder in regulated insurance companies. For the three months endedSeptember 30, 2022 , net investment income was$3.6 million as compared to$3.3 million in the prior year period, primarily driven by growth in investments. Net realized and unrealized losses were$6.4 million , an improvement of$1.1 million , as compared to net realized and unrealized losses of$7.5 million in the prior year period, primarily driven by the change in fair value of certain equity and other investments carried at fair value.
Expenses
Underwriting and fee expenses under insurance and warranty service contracts
include losses and loss adjustment expenses, member benefit claims and
commissions expense.
Net Losses and Loss Adjustment Expenses represent actual insurance claims paid,
changes in unpaid claim reserves, net of amounts ceded and the costs of
administering claims for insurance lines. Incurred claims are impacted by loss
frequency, which is a measure of the number of claims per unit of insured
exposure, and loss severity, which is based on the average size of claims. Loss
occurrences in insurance products are characterized by low severity and high
frequency. Factors affecting loss frequency and loss severity include the volume
of underwritten contracts, changes in claims reporting patterns, claims
settlement patterns, judicial decisions, economic conditions, morbidity patterns
and the attitudes of claimants towards settlements, and original pricing of the
product for purposes of the loss ratio in relation to loss emergence over time.
Losses and loss adjustment expenses are based on an actuarial analysis of the
estimated losses, including losses incurred during the period and changes in
estimates from prior periods.
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Member Benefit Claims represent the costs of services and replacement devices
incurred in warranty and motor club service contracts. Member benefit claims
represent claims paid on behalf of contract holders directly to third-party
providers for roadside assistance and for the repair or replacement of covered
products. Claims can also be paid directly to contract holders as a
reimbursement payment, provided supporting documentation of loss is submitted to
the Company. Claims are recognized as expense when incurred.
Commission Expenses reflect commissions paid to retail agents, program
administrators and managing general underwriters, net of ceding commissions
received on business ceded under certain reinsurance contracts. Commission
expenses are deferred and amortized to expense in proportion to the premium
earned over the policy life. Commission expense is incurred on most product
lines. The majority of commissions are retrospective commissions paid to agents,
distributors and retailers selling the Company's products, including credit
insurance policies, warranty service contracts and motor club memberships. When
claims increase, in most cases distribution partners bear the risk through a
reduction in their retrospective commissions. Commission rates are, in many
cases, set by state regulators, such as in credit and collateral protection
programs and are also impacted by market conditions and the retention levels of
distribution partners.
Operating and Other Expenses represent the general and administrative expenses
of insurance operations including employee compensation and benefits and other
expenses, including, technology costs, office rent, and professional services
fees, such as legal, accounting and actuarial services.
Interest Expense consists primarily of interest expense on corporate revolving
debt, notes, preferred trust securities due
Securities
contract financing, which is non-recourse to Fortegra.
Depreciation Expense is primarily associated with furniture, fixtures and equipment. Amortization Expense is primarily associated with purchase accounting amortization including values associated with acquired customer relationships, trade names and internally developed software and technology.
Expenses - Three Months Ended
For the three months endedSeptember 30, 2022 , net losses and loss adjustment expenses were$97.8 million , member benefit claims were$23.4 million and commission expense was$137.6 million , as compared to$61.3 million ,$19.6 million and$104.4 million , respectively, for the three months endedSeptember 30, 2021 . The increase in net losses and loss adjustment expenses of$36.6 million , or 59.7%, was driven by growth inU.S. andEuropean Insurance lines and the shift in business mix toward commercial lines, which tend to have higher loss ratios and lower commission and expense ratios. The increase in member benefit claims of$3.8 million , or 19.6%, was driven by growth in vehicle service contracts. Commission expense increased by$33.2 million , or 31.8%, generally in line with the growth in earned premiums, net and service and administrative fees. For the three months endedSeptember 30, 2022 , employee compensation and benefits were$22.1 million and other expenses were$21.1 million , as compared to$19.5 million and$20.0 million , respectively, for the three months endedSeptember 30, 2021 . Employee compensation and benefits increased by$2.5 million , or 13.0%, driven by investments in human capital associated with growth in admitted, E&S and warranty lines. Other expenses increased by$1.0 million , or 5.2%, driven primarily by premium taxes. For the three months endedSeptember 30, 2022 , interest expense was$5.0 million as compared to$4.3 million for the three months endedSeptember 30, 2021 . The increase in interest expense of$0.8 million , or 17.8%, was primarily driven by increased asset based debt for premium finance lines and the rise in short-term interest rates. For the three months endedSeptember 30, 2022 , depreciation and amortization expense was$4.7 million , including$4.1 million of intangible amortization related to purchase accounting associated with the acquisitions of Fortegra, Smart AutoCare, Sky Auto and ITC, as compared to$4.3 million , including$3.8 million of intangible amortization from purchase accounting in 2021. 56 -------------------------------------------------------------------------------- Results of Operations - Nine Months EndedSeptember 30, 2022 compared to 2021 ($ in thousands) Nine Months Ended September 30, 2022 2021 Change % Change Revenues: Earned premiums, net$ 662,234 $ 498,903 $ 163,331 32.7 % Service and administrative fees 232,883 191,414 41,469 21.7 % Ceding commissions 9,886 8,827 1,059 12.0 % Net investment income 10,164 9,331 833 8.9 % Net realized and unrealized gains (losses) (23,151) 5,004 (28,155) NM% Other revenue 11,372 8,045 3,327 41.4 % Total revenues$ 903,388 $ 721,524 $ 181,864 25.2 % Expenses: Net losses and loss adjustment expenses$ 264,056 $ 181,244 $ 82,812 45.7 % Member benefit claims 66,297 55,954 10,343 18.5 % Commission expense 382,435 292,580 89,855 30.7 % Employee compensation and benefits 64,159 57,007 7,152 12.5 % Interest expense 15,166 13,097 2,069 15.8 % Depreciation and amortization 13,697 12,905 792 6.1 % Other expenses 58,521 59,168 (647) (1.1) % Total expenses$ 864,331 $ 671,955 $ 192,376 28.6 % Income (loss) before taxes (1)$ 39,057 $ 49,569 $ (10,512) NM% Key Performance Metrics: Gross written premiums and premium equivalents$ 1,956,998 $ 1,618,076 $ 338,922 20.9 % Return on average equity 12.1 % 17.3 % Underwriting ratio 77.8 % 74.9 % Expense ratio 13.2 % 16.1 % Combined ratio 91.0 % 91.0 % Non-GAAP Financial Measures (2): Adjusted net income$ 59,893 $ 46,400 $ 13,493 29.1 % Adjusted return on average equity 25.8 %
20.9 %
(1) Net income was
compared to
(2) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial
measures.
Revenues - Nine Months Ended
For the nine months endedSeptember 30, 2022 , total revenues increased 25.2%, to$903.4 million , as compared to$721.5 million for the nine months endedSeptember 30, 2021 . Earned premiums, net of$662.2 million increased$163.3 million , or 32.7%, driven by growth in admitted and E&S commercial lines. Service and administrative fees of$232.9 million increased by 21.7% driven by growth in warranty and consumer goods service contract revenues. Ceding commissions of$9.9 million increased by$1.1 million , or 12.0%, driven by higher ceding fees. Other revenues increased by$3.3 million , or 41.4%, driven by growth in premium finance product offerings. For the nine months endedSeptember 30, 2022 , 28.1% of revenues were derived from fees that were not solely dependent upon the underwriting performance of Fortegra's insurance products, resulting in more diversified earnings. For the nine months endedSeptember 30, 2022 , 78.6% of fee-based revenues were generated in non-regulated service companies, with the remainder in regulated insurance companies. For the nine months endedSeptember 30, 2022 , net investment income was$10.2 million as compared to$9.3 million in the prior year period, primarily driven by growth in investments. Net realized and unrealized losses were$23.2 million , compared to net realized and unrealized gains of$5.0 million in the prior year period, primarily driven by the change in fair value of equity securities and other investments carried at fair value. 57 --------------------------------------------------------------------------------
Expenses - Nine Months Ended
For the nine months endedSeptember 30, 2022 , net losses and loss adjustment expenses were$264.1 million , member benefit claims were$66.3 million and commission expense was$382.4 million , as compared to$181.2 million ,$56.0 million and$292.6 million , respectively, for the nine months endedSeptember 30, 2021 . The increase in net losses and loss adjustment expenses of$82.8 million , or 45.7%, was driven by growth inU.S. andEuropean Insurance lines and the shift in business mix toward commercial lines, which tend to have a higher loss ratios and lower commission ratios. During the nine months endedSeptember 30, 2022 , the Company experienced a decrease in prior year development of$2.2 million primarily as a result of lower than expected claim severity in its commercial lines of business. In the nine months endedSeptember 30, 2021 the Company experienced an increase in prior year development of$3.9 million primarily driven by higher-than-expected claim severity from business written by a small group of producers of our personal and commercial lines of business. The increase in member benefit claims of$10.3 million , or 18.5%, was driven by growth in vehicle service contracts. Commission expense increased by$89.9 million , or 30.7%, in line with the growth in earned premiums, net and service and administrative fees. For the nine months endedSeptember 30, 2022 , employee compensation and benefits were$64.2 million and other expenses were$58.5 million , as compared to$57.0 million and$59.2 million , respectively, for the nine months endedSeptember 30, 2021 . Employee compensation and benefits increased by$7.2 million , or 12.5%, driven by investments in human capital associated with growth in admitted, E&S and warranty lines. Other expenses decreased by$0.6 million , or 1.1%, driven primarily by the deferral of current and certain prior year marketing and advertising costs aligned with the deferral of revenues from Sky Auto, partially offset by increases in premium taxes, which grew in line with earned premiums. For the nine months endedSeptember 30, 2022 , interest expense was$15.2 million as compared to$13.1 million for the nine months endedSeptember 30, 2021 . The increase in interest expense of$2.1 million , or 15.8%, was primarily driven by increased asset based debt for premium finance lines and the rise in short-term interest rates. For the nine months endedSeptember 30, 2022 , depreciation and amortization expense was$13.7 million , including$12.1 million of intangible amortization related to purchase accounting associated with the acquisitions of Fortegra, Smart AutoCare, Sky Auto and ITC, as compared to$12.9 million , including$11.5 million of intangible amortization from purchase accounting in 2021.
Key Performance Metrics
We discuss certain key performance metrics, described below, which provide
useful information about our business and the operational factors underlying its
financial performance.
Gross Written Premiums and Premium Equivalents
Gross written premiums and premium equivalents represent total gross written premiums from insurance policies and warranty service contracts issued, as well as premium finance volumes during a reporting period. They represent the volume of insurance policies written or assumed and warranty service contracts issued during a specific period of time without reduction for policy acquisition costs, reinsurance costs or other deductions. Gross written premiums is a volume measure commonly used in the insurance industry to compare sales performance by period. Premium equivalents are used to compare sales performance of warranty service and administrative contract volumes to gross written premiums. Investors also use these measures to compare sales growth among comparable companies, while management uses these measures to evaluate the relative performance of various sales channels.
The below table shows gross written premiums and premium equivalents by business
mix for the three and nine months ended
Three Months Ended Nine Months Ended
($ in thousands) September 30, September 30,
2022 2021 2022 2021
U.S. Insurance $ 534,272 $ 376,437 $ 1,317,662 $ 1,065,735
U.S. Warranty Solutions 196,302 181,506 541,815 482,454
Europe Warranty Solutions 30,872 30,120 97,521 69,887
Total $ 761,446 $ 588,063 $ 1,956,998 $ 1,618,076
Total gross written premiums and premium equivalents for the three months ended
September 30, 2022 were $761.4 million , representing an increase of $173.4
million , or 29.5%. Total gross written premiums and premium equivalents for the
nine months ended September 30, 2022 were $1,957.0 million , representing an
increase of $338.9 million , or 20.9%. The increase
58
--------------------------------------------------------------------------------
in both periods was driven by a combination of factors including expanding
Fortegra's distribution partner network, growing specialty admitted and E&S
insurance lines, and increasing penetration in the auto and consumer goods
service contract sector.
For the three months endedSeptember 30, 2022 ,U.S. Insurance increased by$157.8 million , or 41.9%, driven by growth in specialty commercial insurance lines. For the three months endedSeptember 30, 2022 ,U.S. Warranty Solutions increased by$14.8 million , or 8.2%, driven by growth in auto and roadside assistance service contracts. Europe Warranty Solutions increased by$0.8 million , or 2.5%, driven by growth in auto warranty lines. For the nine months endedSeptember 30, 2022 ,U.S. Insurance increased by$251.9 million , or 23.6%, driven by growth in commercial, E&S, and warranty insurance lines. For the nine months endedSeptember 30, 2022 ,U.S. Warranty Solutions increased by$59.4 million , or 12.3%, driven by growth in auto and roadside assistance service contracts. Europe Warranty Solutions increased by$27.6 million , or 39.5%, driven by growth in auto warranty lines. The growth in gross written premiums and premium equivalents, combined with higher retention in select products as ofSeptember 30, 2022 , has resulted in an increase of$413.8 million , or 26.5%, in unearned premiums and deferred revenue on the condensed consolidated balance sheets as compared toSeptember 30, 2021 . As ofSeptember 30, 2022 , unearned premiums and deferred revenues were$1,978.2 million , as compared to$1,564.4 million as ofSeptember 30, 2021 .
Combined Ratio, Underwriting Ratio and Expense Ratio
Combined ratio is an operating measure, which equals the sum of the underwriting ratio and the expense ratio. Underwriting ratio is the ratio of the GAAP line items net losses and loss adjustment expenses, member benefit claims and commission expense to earned premiums, net, service and administrative fees and ceding commissions and other revenue. Expense ratio is the ratio of the GAAP line items employee compensation and benefits and other underwriting, general and administrative expenses to earned premiums, net, service and administrative fees and ceding commissions and other revenue. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss. These ratios are commonly used in the insurance industry as a measure of underwriting profitability, excluding earnings on the insurance portfolio. Investors commonly use these measures to compare underwriting performance among companies separate from the performance of the investment portfolio. Management uses these measures to compare the profitability of various products underwritten as well as profitability among programs between various agents and sales channels. The combined ratio was 91.5% for the three months endedSeptember 30, 2022 , which consisted of an underwriting ratio of 78.4% and an expense ratio of 13.1%, as compared to 89.6%, 73.8% and 15.8%, respectively, for the three months endedSeptember 30, 2021 . The combined ratio for the three month period increased by 1.9%, driven by an increase in the underwriting ratio, offset by a decrease in the expense ratio, both related to changes in product mix toward lines with higher loss ratios and lower expense ratios. The combined ratio was 91.0% for the nine months endedSeptember 30, 2022 , which consisted of an underwriting ratio of 77.8% and an expense ratio of 13.2%, as compared to 91.0%, 74.9% and 16.1%, respectively, for the nine months endedSeptember 30, 2021 . The combined ratio remained consistent for the nine month period, driven by the scalability of Fortegra's technology and shared service platform, which improved the expense ratio, while the underwriting ratio increased due to a shift in business mix toward lines with higher loss ratios and lower expense ratios. Return on Average Equity
Return on average equity is expressed as the ratio of net income to average
stockholders' equity during the period. Management uses this ratio as a measure
of the on-going performance of the totality of the Company's operations.
Return on average equity was 14.4% for the three months ended
2022
and annualized return on average equity was driven by revenue growth and a
consistent combined ratio.
Return on average equity was 12.1% for the nine months endedSeptember 30, 2022 , as compared to 17.3% for the nine months endedSeptember 30, 2021 . The decrease in net income and annualized return on average equity was driven by net realized and unrealized losses in the 2022 period compared to net realized and unrealized gains in the 2021 periods as well as higher average equity balances, partially offset by revenue growth and an improved combined ratio. 59 --------------------------------------------------------------------------------
Non-GAAP Financial Measures
Underwriting and Fee Revenues and Underwriting and
In order to better explain to investors the underwriting performance of the Company's programs and the respective retentions between the Company and its agents and reinsurance partners, we use the non-GAAP metrics - underwriting and fee revenues and underwriting and fee margin. Underwritten exposures are managed using both reinsurance (e.g., quota share and excess of loss) and retrospective commission agreements with Fortegra's agents (e.g., commissions paid are adjusted based on the actual underlying losses incurred). Period-over-period comparisons of revenues and expenses are often impacted by the agents and their PORC's choice as to their risk retention appetite, specifically earned premiums, net, service and administration fees, ceding commissions, and other revenue, all components of revenue, and losses and loss adjustment expenses, member benefit claims, and commissions paid to Fortegra's agents and reinsurers. Generally, when losses are incurred, the risk which is retained by Fortegra's agents and reinsurers is reflected in a reduction in commissions paid. Underwriting and fee revenues represents total revenues excluding net investment income, net realized and unrealized gains (losses). See "-Non-GAAP Reconciliations" for a reconciliation of underwriting and fee revenues to total revenues in accordance with GAAP. Underwriting and fee margin represents income before taxes excluding net investment income, net realized and unrealized gains (losses), employee compensation and benefits, other expenses, interest expense and depreciation and amortization. Fortegra's products and services are delivered on a vertically integrated basis to its agents. As such, underwriting and fee margin exclude general and administrative expenses, interest income, depreciation and amortization and other corporate expenses, including income taxes, as these corporate expenses support the vertically integrated delivery model and are not specifically supporting any individual business line. See "-Non-GAAP Reconciliations" for a reconciliation of underwriting and fee margin to total revenues in accordance with GAAP. The below tables show underwriting and fee revenues and underwriting and fee margin by business mix for the three and nine months endedSeptember 30, 2022 and 2021. Three Months Ended September 30, Underwriting and Fee ($ in thousands) Underwriting and Fee Revenues (1) Margin (1) 2022 2021 2022 2021 U.S. Insurance$ 243,564 $ 174,995 $ 42,981 $ 37,005 U.S. Warranty Solutions 71,557 61,342 22,542 23,455 Europe Warranty Solutions 14,657 14,531 5,454 5,185 Total$ 329,778 $ 250,868 $ 70,977 $ 65,645
(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial
measures.
Underwriting and fee revenues were$329.8 million for the three months endedSeptember 30, 2022 as compared to$250.9 million for the three months endedSeptember 30, 2021 . Total underwriting and fee revenues increased$78.9 million , or 31.5%, driven by growth inU.S. Insurance andU.S. Warranty Solutions. The increase inU.S. Insurance was$68.6 million , or 39.2%, driven by growth in specialty commercial insurance lines. The increase inU.S. Warranty Solutions was$10.2 million , or 16.7%, driven by growth in auto, roadside assistance, and premium finance offerings. Europe Warranty Solutions increased by$0.1 million , or 0.9%. Underwriting and fee margin was$71.0 million for the three months endedSeptember 30, 2022 as compared to$65.6 million for the three months endedSeptember 30, 2021 . Total underwriting and fee margin increased$5.3 million , or 8.1%, driven by growth inU.S. Insurance .U.S. Insurance grew by$6.0 million , or 16.1%, driven by revenue growth in admitted and E&S lines.U.S. Warranty Solutions decreased by$0.9 million , or 3.9%, primarily driven by the deferral of revenues associated with contracts acquired by Sky Auto. This current period revenue deferral for Sky Auto was offset by the deferral of direct marketing costs in other expenses and therefore had minimal impact on the combined ratio or income before taxes. Europe Warranty Solutions increased by$0.3 million , or 5.2%, driven by growth in auto and consumer goods service contracts. . Nine
Months Ended
Underwriting and Fee
($ in thousands) Underwriting and Fee Revenues (1) Margin (1)
2022 2021 2022 2021
U.S. Insurance $ 673,009 $ 504,038 $ 123,546 $ 101,812
U.S. Warranty Solutions 200,045 168,476 64,197 65,453
Europe Warranty Solutions 43,321 34,675 15,844 10,146
Total $ 916,375 $ 707,189 $ 203,587 $ 177,411
60
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(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial
measures.
Underwriting and fee revenues were$916.4 million for the nine months endedSeptember 30, 2022 as compared to$707.2 million for the nine months endedSeptember 30, 2021 . Total underwriting and fee revenues increased$209.2 million , or 29.6%, driven by growth in all business lines. The increase inU.S. Insurance was$169.0 million , or 33.5%, driven by growth in commercial, E&S, and credit insurance lines. The increase inU.S. Warranty Solutions was$31.6 million , or 18.7%, driven by growth in auto, roadside assistance, and premium finance offerings. Europe Warranty Solutions increased by$8.6 million , or 24.9%, driven by growth in auto and consumer goods service contracts. Underwriting and fee margin was$203.6 million for the nine months endedSeptember 30, 2022 as compared to$177.4 million for the nine months endedSeptember 30, 2021 . Total underwriting and fee margin increased$26.2 million , or 14.8%, driven by growth inU.S. Insurance and Europe Warranty Solutions.U.S. Insurance grew by$21.7 million , or 21.3%, from growth in specialty admitted and E&S lines.U.S. Warranty Solutions decreased by$1.3 million , or 1.9%, primarily driven by the deferral of revenues associated with contracts acquired by Sky Auto. This current period revenue deferral for Sky Auto was offset by the deferral of direct marketing costs in other expenses and therefore had minimal impact on the combined ratio or income before taxes. Europe Warranty Solutions increased by$5.7 million , or 56.2%, driven by growth in auto and consumer goods service contracts.
Adjusted Net Income and Adjusted Return on Average Equity
Adjusted net income represents income before taxes, less provision (benefit) for income taxes, and excluding the after-tax impact of various expenses that we consider to be unique and non-recurring in nature, including merger and acquisition related expenses, stock-based compensation, net realized and unrealized gains (losses), and intangibles amortization associated with purchase accounting. Adjusted return on average equity represents adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders' equity during the period. Management uses both these measures for executive compensation and as a measure of the on-going performance of our operations. See "-Non-GAAP Reconciliations" for a reconciliation of adjusted net income and adjusted return on average equity to income before taxes and adjusted return on average equity. For the three months endedSeptember 30, 2022 , adjusted net income and adjusted return on average equity were$19.8 million and 24.8%, respectively, as compared to$19.5 million and 26.8%, respectively, for the three months endedSeptember 30, 2021 . For the nine months endedSeptember 30, 2022 , adjusted net income and adjusted return on average equity were$59.9 million and 25.8%, respectively, as compared to$46.4 million and 20.9%, respectively, for the nine months endedSeptember 30, 2021 . The improvement of adjusted net income in both periods was driven by the growth in underwriting and fee revenues.
Net Investment Income and Net Realized and Unrealized Gains (Losses) on
Investments
The insurance investment portfolio includes investments held in statutory insurance companies and in unregulated entities. The portfolios held in statutory insurance companies are subject to different regulatory considerations, including with respect to types of assets, concentration limits, affiliate transactions and the use of leverage. Fortegra's investment strategy is designed to achieve attractive risk-adjusted returns across select asset classes, sectors and geographies while maintaining adequate liquidity to meet claims payment obligations. As such, volatility from realized and unrealized gains and losses may impact period-over-period performance. Unrealized gains and losses on equity securities and loans held at fair value impact current period net income, while unrealized gains and losses on AFS securities impact AOCI.
Net investment income includes interest and dividends, net of investment
expenses, on invested assets. Net realized and unrealized gains and losses on
investments are reported separately from net investment income.
For the three months endedSeptember 30, 2022 , net investment income was$3.6 million as compared to$3.3 million in the prior year period, driven by growth in investments. Net realized and unrealized losses were$6.4 million , compared to losses of$7.5 million in the prior year period, both driven by realized and unrealized losses on certain equity securities and other investments, including fixed income securities carried at fair value. Unrealized losses on AFS securities impacting OCI for the three months endedSeptember 30, 2022 were$18.1 million , driven by the rise in interest rates and corresponding impact to the fair value of investments inU.S. Treasuries, obligations ofU.S. government agencies, corporate securities, obligations of state and political subdivisions, and asset-backed securities. For the nine months endedSeptember 30, 2022 , net investment income was$10.2 million as compared to$9.3 million in the prior year period, driven by growth in investments. Net realized and unrealized losses were$23.2 million , compared to gains 61 -------------------------------------------------------------------------------- of$5.0 million in the prior year period, driven by realized and unrealized losses on certain equity securities and other investments, including fixed income securities carried at fair value, in the 2022 period as compared to gains in the 2021 period. Unrealized losses on AFS securities impacting OCI for the nine months endedSeptember 30, 2022 were$56.5 million , driven by the rise in interest rates and corresponding impact to the fair value of investments inU.S. Treasuries, obligations ofU.S. government agencies, corporate securities, obligations of state and political subdivisions, and asset-backed securities.
Tiptree Capital consists of our Mortgage segment, which includes the operating results of Reliance, our mortgage business, andTiptree Capital - Other, which consists of our other non-insurance operating businesses and investments. As ofSeptember 30, 2022 ,Tiptree Capital - Other includes our Invesque shares and maritime transportation operations (including two product tankers).
Mortgage
Through our Mortgage operating subsidiary, Reliance, we originate, sell, securitize and service one-to-four-family, residential mortgage loans, comprised of conforming mortgage loans,Federal Housing Administration ("FHA"),Veterans Administration ("VA"),United States Department of Agriculture ("USDA"), and to a lesser extent, non-agency jumbo prime. We are an approved seller/servicer for Fannie Mae and Freddie Mac. We are also an approved issuer and servicer forGinnie Mae . We originate residential mortgage loans through our retail distribution channel (directly to consumers) in 39 states and theDistrict of Columbia as ofSeptember 30, 2022 . The following tables present the Mortgage segment results for the following periods: Results of Operations Three Months Ended Nine Months Ended ($ in thousands) September 30, September 30, 2022 2021 2022 2021
Revenues:
Net realized and unrealized gains (losses)
$ 44,711 $ 73,454 Other revenue 4,764 4,774 14,490 13,737 Total revenues$ 15,611 $ 27,425 $ 59,201 $ 87,191 Expenses: Employee compensation and benefits$ 9,517 $ 14,382 $ 35,137 $ 42,849 Interest expense 475 276 1,116 837 Depreciation and amortization 190 218 618 670 Other expenses 6,369 6,282 18,980 17,716 Total expenses$ 16,551 $ 21,158 $ 55,851 $ 62,072 Income (loss) before taxes$ (940) $ 6,267 $ 3,350 $ 25,119 Key Performance Metrics: Origination volumes$ 279,793 $ 384,958 $ 940,958 $ 1,180,772 Gain on sale margins 4.9 % 5.5 % 4.6 % 5.7 % Return on average equity (5.9) % 36.5 % 5.6 % 44.4 % Non-GAAP Financial Measures (1): Adjusted net income$ (777) $ 3,961 $ (3,516) $ 15,485 Adjusted return on average equity (5.4) % 23.0 % (8.0) % 33.3 %
(1) See "Non-GAAP Reconciliations" for a discussion of non-GAAP financial
measures.
62 --------------------------------------------------------------------------------
Revenues
Net Realized and Unrealized Gains (Losses) include gains on sale of mortgage loans and the fair value adjustment in mortgage servicing rights. Gains on the sale of mortgage loans represent the difference between the selling price and carrying value of loans sold and are recognized upon settlement. Such gains also include the changes in fair value of loans held for sale and loan-related hedges and derivatives. We transfer the risk of loss or default to the loan purchaser, however, in some cases we are required to indemnify purchasers for losses related to non-compliance with borrowers' creditworthiness and collateral requirements. Because of this, we recognize gains on sale net of required indemnification and premium recapture reserves. The fair value adjustment on mortgage servicing rights represents fair value adjustments considering estimated prepayments and other factors associated with changes in interest rates, plus actual run-off in the servicing portfolio. We report these adjustments separate from servicing income and servicing expense. Other Revenue includes loan origination fees, interest income, and mortgage servicing income. Loan origination fees are earned as mortgage loans are funded. Servicing fees are earned over the life of the loan. Interest income includes interest earned on loans held for sale and interest income on bank balances and short-term investments.
Revenues - Three and Nine Months Ended
For the three months endedSeptember 30, 2022 ,$279.8 million of loans were funded, compared to$385.0 million for 2021, a decrease of$105.2 million , or 27.3%. Gain on sale margins decreased to 4.9% for the three months endedSeptember 30, 2022 , down approximately 60 basis points from 5.5% for the three months endedSeptember 30, 2021 . For the nine months endedSeptember 30, 2022 ,$941.0 million of loans were funded, compared to$1.18 billion for 2021, a decrease of$239.8 million , or 20.3%. Origination volumes for both periods in 2022 declined given the rise in mortgage interest rates. Gain on sale margins decreased to 4.6% for the nine months endedSeptember 30, 2022 , down approximately 110 basis points from 5.7% for the nine months endedSeptember 30, 2021 . Net realized and unrealized gains for the three months endedSeptember 30, 2022 were$10.8 million , compared to$22.7 million for 2021, a decrease of$11.8 million or 52.1%. The primary driver of decreased gain on sale revenues was the decline in volumes and gain on sale margins, partially offset by positive fair value adjustments in mortgage servicing rights of$82 thousand as prepayment speeds declined fromDecember 31, 2021 . Net realized and unrealized gains for the nine months endedSeptember 30, 2022 were$44.7 million , compared to$73.5 million for 2021, a decrease of$28.7 million or 39.1%. The primary driver of decreased gain on sale revenues was the decline in volumes and gain on sale margins, partially offset by positive fair value adjustments in mortgage servicing rights of$8.0 million as prepayment speeds declined fromDecember 31, 2021 . Other revenue for the three months endedSeptember 30, 2022 remained flat at$4.8 million . Other revenue for the nine months endedSeptember 30, 2022 was$14.5 million , compared to$13.7 million for 2021, an increase of$0.8 million , or 5.5%. The increase for the nine month period is driven primarily by higher servicing fees from an increase in loans serviced. As ofSeptember 30, 2022 , the mortgage servicing asset was valued at$41.9 million , an increase from$29.8 million as ofDecember 31, 2021 .
Expenses
Employee Compensation and Benefits includes salaries, commissions, benefits,
bonuses, other incentive compensation and related taxes for employees.
Commissions expense for sales staff generally varies with loan origination
volumes.
Interest Expense represents borrowing costs under warehouse and other credit facilities used primarily to fund loan originations. Amortization of deferred financing costs, including commitment fees, is included in interest expense.
Depreciation is mainly associated with furniture, fixtures and equipment.
Amortization expense is primarily associated with a trade name and internally
developed software.
Other Expenses include loan origination expenses, namely, leads, appraisals,
credit reporting and licensing fees, general and administrative expenses,
including office rent, insurance, legal, consulting and payroll processing
expenses, and servicing expense.
Expenses - Three and Nine Months Ended
For the three months endedSeptember 30, 2022 , employee compensation and benefits were$9.5 million , compared to$14.4 million in 2021, a decrease of$4.9 million or 33.8%. For the nine months endedSeptember 30, 2022 , employee compensation and benefits were$35.1 million , compared to$42.8 million in 2021, a decrease of$7.7 million or 18.0%. The decrease in both periods was driven primarily by reduced commissions on lower origination volumes. 63 -------------------------------------------------------------------------------- For the three months endedSeptember 30, 2022 and 2021, interest expense was at$0.5 million , an increase of$0.2 million or 72.1% driven by higher interest rates. For the nine months endedSeptember 30, 2022 and 2021, interest expense was at$1.1 million , an increase of$0.3 million or 33.3% driven by higher interest rates. For the three months endedSeptember 30, 2022 , other expenses were$6.4 million , compared to$6.3 million in 2021, with the$0.1 million increase driven by increased loan origination expenses, including marketing costs. For the nine months endedSeptember 30, 2022 , other expenses were$19.0 million , compared to$17.7 million in 2021, with the$1.3 million increase driven by the same factors that impacted the three months.
Income (loss) before taxes
Loss before taxes for the three months endedSeptember 30, 2022 was$0.9 million , compared to$6.3 million of income in 2021. Income before taxes for the nine months endedSeptember 30, 2022 was$3.4 million , compared to$25.1 million in 2021. The decrease in both periods was driven by a decline in volumes and margins, partially offset by higher servicing fees attributable to the larger servicing portfolio, in addition to positive fair value adjustments on the mortgage servicing rights asset, as compared to 2021.
The following tables present a summary ofTiptree Capital - Other results for the following periods: Results of Operations Three Months Ended September 30, Income (loss) before ($ in thousands) Total revenue taxes 2022 2021 2022 2021 Senior living (Invesque)$ (1,405) $ (10,396) $ (1,405) $ (10,396) Maritime transportation 21,928 11,424 20,124 5,231 Other (1) 316 11,446 358 465 Total$ 20,839 $ 12,474 $ 19,077 $ (4,700) Nine Months Ended September 30, Income (loss) before ($ in thousands) Total revenue taxes 2022 2021 2022 2021 Senior living (Invesque)$ (12,924) $ 3,512 $ (12,924) $ 3,512 Maritime transportation 49,554 25,041 36,537 7,738 Other (1) 29,005 43,712 (3,145) 1,664 Total$ 65,635 $ 72,265 $ 20,468 $ 12,914
(1) Includes our held for sale mortgage originator (Luxury), asset management,
and certain intercompany elimination transactions.
Revenues
Tiptree Capital - Other earns revenues from the following sources: net interest income; revenues on our formerly held for sale mortgage originator (Luxury); realized and unrealized gains and losses on the Company's investment holdings (primarily Invesque); and charter revenues from vessels within the Company's maritime transportation operations. Subsequent to the sale of our dry bulk and tanker vessels, operations include two smaller seaborne vessels and other ancillary assets. Revenues for the three months endedSeptember 30, 2022 were$20.8 million compared to$12.5 million for 2021. The primary drivers of the increase in revenues were the gain of$14.1 million related to the sale of two dry bulk vessels and increased dry bulk and tanker charter rates earned by the maritime transportation business, partially offset by unrealized losses on our investment in Invesque. Revenues for the nine months endedSeptember 30, 2022 were$65.6 million compared to$72.3 million for 2021 with the decline primarily driven by unrealized losses on our investment in Invesque in the 2022 period compared to gains in the 2021 period and the deconsolidation of Luxury effectiveJuly 1, 2022 , offset by higher charter rates and gain on sale of three dry bulk vessels in our maritime transportation business.
Income (loss) before taxes
The income before taxes from
64 -------------------------------------------------------------------------------- compared to the loss before taxes of$4.7 million in 2021. The income before taxes fromTiptree Capital - Other for the nine months endedSeptember 30, 2022 was$20.5 million , compared to income before taxes of$12.9 million in 2021, with the increase for both periods driven by the same factors that impacted revenues.
Adjusted net income - Non-GAAP(1)
Three Months Ended Nine Months Ended
($ in thousands) September 30, September 30,
2022 2021 2022 2021
Senior living (Invesque) $ - $ - $ - $ -
Maritime transportation 5,477 5,503 12,949 8,074
Other 180 19 324 79
Total $ 5,657 $ 5,522 $ 13,273 $ 8,153
(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial
measures.
Adjusted net income increased to
the improvement in maritime transportation operations.
Corporate
The following table presents a summary of corporate results for the following
periods:
Results of Operations
Three Months Ended Nine Months Ended
($ in thousands) September 30, September 30,
2022 2021 2022 2021
Employee compensation and benefits $ 1,880 $ 1,785 $ 5,824 $ 5,621
Employee incentive compensation expense 3,032 4,835 12,069 10,760
Interest expense - 2,553 4,224 7,675
Depreciation and amortization 205 203 604 602
Other expenses 3,199 1,944 11,174 8,493
Total expenses $ 8,316 $ 11,320 $ 33,895 $ 33,151
Corporate expenses include expenses of the holding company for interest expense,
employee compensation and benefits, and public company and other expenses.
Corporate employee compensation and benefits includes the expense of management,
legal and accounting staff. Other expenses primarily consisted of audit and
professional fees, insurance, office rent and other related expenses.
Employee compensation and benefits, including incentive compensation expense,
were $17.9 million for the nine months ended September 30, 2022 , compared to
$16.4 million for 2021, driven by an increase in performance related employee
incentive compensation. Of the incentive compensation expense in the nine months
ended September 30, 2022 , $5.4 million was stock-based compensation expense
primarily related to awards granted in third quarter 2021. Interest expense for
the nine months ended September 30, 2022 and 2021 was $4.2 million and $7.7
million , respectively. As of September 30, 2022 , the Company had no outstanding
borrowings at the holding company, compared to $114.1 million at December 31,
2021 . Other expenses of $11.2 million increased by $2.7 million from the nine
months ended September 30, 2021 , primarily driven by a $2.1 million loss on
extinguishment of debt and increased consulting and professional fees.
65
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Provision for Income Taxes
OnJune 21, 2022 , the WP Transaction was completed, in which Warburg invested$200.0 million in Tiptree's insurance subsidiary, Fortegra. The WP Transaction, along with Fortegra management's ownership, reduced Tiptree's equity ownership in Fortegra below 80% such that, while still consolidated for GAAP financial reporting purposes, Fortegra will no longer be included in the consolidated tax return group with Tiptree. Tiptree has recorded deferred tax liabilities related to the basis difference in Tiptree's investment in Fortegra as ofSeptember 30, 2022 . This deferred tax liability represents the tax that would be due, before consideration of loss carryforwards, if Tiptree were to sell any of its Fortegra stock at its carrying value on Tiptree's balance sheet. The deferred tax liability as ofSeptember 30, 2022 relating to the WP Transaction was$38.2 million , of which$14.1 million was recorded directly inTiptree Inc. stockholders' equity with respect to the gain component and$24.1 million was recorded as a provision for income taxes in the condensed consolidated statements of operations for the nine months endedSeptember 30, 2022 . The total income tax expense of$5.1 million for the three months endedSeptember 30, 2022 and$0.2 million for the three months endedSeptember 30, 2021 are reflected as components of net income (loss). For the three months endedSeptember 30, 2022 , the Company's effective tax rate was equal to 20.2%. The effective rate for the three months endedSeptember 30, 2022 was slightly lower than theU.S. statutory income tax rate of 21.0%, primarily from the impact of discrete items, partially offset by state taxes. For the three months endedSeptember 30, 2021 , the Company's effective tax rate was equal to 6.6%. The effective rate for the three months endedSeptember 30, 2021 was lower than theU.S. federal statutory income tax rate of 21.0%, primarily from the impact of foreign operations and discrete items, partially offset by state taxes. The total income tax expense of$31.5 million for the nine months endedSeptember 30, 2022 and$11.4 million for the nine months endedSeptember 30, 2021 are reflected as components of net income (loss). For the nine months endedSeptember 30, 2022 , the Company's effective tax rate was equal to 108.9%. The effective rate for the nine months endedSeptember 30, 2022 was significantly higher than theU.S. statutory income tax rate of 21.0%, primarily from the impact of recording deferred taxes relating to the tax deconsolidation of Fortegra. For the nine months endedSeptember 30, 2021 , the Company's effective tax rate was equal to 21.0%. The effective rate for the nine months endedSeptember 30, 2021 was equal to theU.S. federal statutory income tax rate of 21.0%, due to the impact of state taxes offset by other discrete items. OnAugust 16, 2022 , theU.S. government enacted Public Law no. 117-169, commonly referred to as the Inflation Reduction Act, which, among other things, establishes a corporate minimum tax on book earnings and an excise tax on stock buybacks. It is not expected that this legislation will have a material financial impact on the Company or its operations.
Balance Sheet Information
Tiptree's total assets were$3,994.1 million as ofSeptember 30, 2022 , compared to$3,599.1 million as ofDecember 31, 2021 . The$394.9 million increase in assets is primarily attributable to the growth in the Insurance segment, proceeds from the WP Transaction and the increase in cash and equivalents from the sale of our dry bulk vessels. Total stockholders' equity was$519.6 million as ofSeptember 30, 2022 , compared to$400.2 million as ofDecember 31, 2021 , with the increase primarily driven by the WP Transaction, partially offset by other comprehensive losses on available for sale securities for nine months endedSeptember 30, 2022 . As ofSeptember 30, 2022 , there were 36,247,257 shares of common stock outstanding as compared to 34,124,153 as ofDecember 31, 2021 , with the increase driven by the exercise of warrants and the vesting of share-based incentive compensation, partially offset by stock repurchases.
The following table is a summary of certain balance sheet information:
As of September 30, 2022
Tiptree Capital
($ in thousands) Insurance Mortgage Other Corporate Total
Total assets $ 3,648,191 $ 167,015 $ 73,311 $ 105,567 $ 3,994,084
Corporate debt $ 160,000 $ - $ - $ - $ 160,000
Asset based debt 58,568 55,288 - - 113,856
$ 63,668 $ 82,288 $ 387,279 Non-controlling interests: Fortegra preferred interests 77,679 - - -$ 77,679 Common interests 50,795 1,065 2,756 - 54,616 Total stockholders' equity$ 314,153 $ 56,709 $ 66,424 $ 82,288 $ 519,574 66 --------------------------------------------------------------------------------
NON-GAAP MEASURES AND RECONCILIATIONS
Non-GAAP Reconciliations
In addition to GAAP results, management uses the non-GAAP financial measures underwriting and fee revenues and underwriting and fee margin in order to better explain to investors the underwriting performance and the respective retentions between the Company and its agents and reinsurance partners. We also use the non-GAAP financial measures adjusted net income, adjusted return on average equity and Adjusted EBITDA as measures of operating performance and as part of our resource and capital allocation process, to assess comparative returns on invested capital. Adjusted EBITDA is also used in determining incentive compensation for the Company's executive officers. Management believes these measures provide supplemental information useful to investors as they are frequently used by the financial community to analyze financial performance and to compare relative performance among comparable companies. Adjusted net income, adjusted return on average equity, Adjusted EBITDA, underwriting and fee revenues and underwriting and fee margin are not measurements of financial performance or liquidity under GAAP and should not be considered as an alternative or substitute for earned premiums, net income or any other measure derived in accordance with GAAP.
Underwriting and Fee Revenues and Underwriting and
(Insurance only)
The following tables present revenue and expenses by business mix. We generally
manage exposure to underwriting risks written by using both reinsurance (e.g.,
quota share and excess of loss) and retrospective commission agreements with our
partners (e.g., commissions paid are adjusted based on the actual underlying
losses incurred), which mitigates Fortegra's risk. Period-over-period
comparisons of revenues and expenses are often impacted by the PORCs and
distribution partners' choice as to whether to retain risk, specifically service
and administration fees and ceding commissions, both components of revenue, and
policy and contract benefits and commissions paid to our partners and
reinsurers. Generally, when losses are incurred, the risk which is retained by
our partners and reinsurers is reflected in a reduction in commissions paid. In
order to better explain to investors the underwriting performance and the
respective retentions between the Company and its agents and reinsurance
partners, we use the non-GAAP metrics underwriting and fee revenues and
underwriting and fee margin.
Underwriting and Fee Revenues - Non-GAAP - We define underwriting and fee
revenues as total revenues from the Insurance segment excluding net investment
income and net realized and unrealized gains (losses). Underwriting and fee
revenues represents revenues generated by underwriting and fee-based operations
and allows us to evaluate the Company's underwriting performance without regard
to investment income. We use this metric as we believe it gives our management
and other users of our financial information useful insight into our underlying
business performance. Underwriting and fee revenues should not be viewed as a
substitute for total revenues calculated in accordance with GAAP, and other
companies may define underwriting and fee revenues differently.
Three Months Ended Nine Months Ended
($ in thousands) September 30, September 30,
2022 2021 2022 2021
Total revenues $ 327,028 $ 246,706 $ 903,388 $ 721,524
Less: Net investment income (3,632) (3,330) (10,164) (9,331)
Less: Net realized and unrealized gains
(losses) 6,382 7,492 23,151 (5,004)
Underwriting and fee revenues $ 329,778 $ 250,868
Underwriting andFee Margin - Non-GAAP - We define underwriting and fee margin as income before taxes from the Insurance segment, excluding net investment income, net realized and unrealized gains (losses), employee compensation and benefits, other expenses, interest expense and depreciation and amortization. Underwriting and fee margin represents the underwriting performance of our underwriting and fee-based lines. As such, underwriting and fee margin excludes general administrative expenses, interest expense, depreciation and amortization and other corporate expenses as those expenses support the vertically integrated business model and not any individual component of the Company's business mix. We use this metric as we believe it gives our management and other users of our financial information useful insight into the specific performance of our underlying business mix. Underwriting and fee margin should not be viewed as a substitute for income before taxes calculated in accordance with GAAP, and other companies may define underwriting and fee margin differently. 67 -------------------------------------------------------------------------------- Three Months Ended Nine Months Ended ($ in thousands) September 30, September 30, 2022 2021 2022 2021 Income (loss) before income taxes$ 15,304 $ 13,337 $ 39,057 $ 49,569 Less: Net investment income (3,632) (3,330) (10,164) (9,331) Less: Net realized and unrealized gains (losses) 6,382 7,492 23,151 (5,004) Plus: Depreciation and amortization 4,742 4,307 13,697 12,905 Plus: Interest expense 5,027 4,268 15,166 13,097 Plus: Employee compensation and benefits 22,071 19,526 64,159 57,007 Plus: Other expenses 21,083 20,045 58,521 59,168 Underwriting and fee margin$ 70,977 $ 65,645
Adjusted Net Income - Non-GAAP
We define adjusted net income as income before taxes, less provision (benefit) for income taxes, and excluding the after-tax impact of various expenses that we consider to be unique and non-recurring in nature, including merger and acquisition related expenses, stock-based compensation, net realized and unrealized gains (losses) and intangibles amortization associated with purchase accounting. We use adjusted net income as an internal operating performance measure in the management of business as part of our capital allocation process. We believe adjusted net income provides useful supplemental information to investors as it is frequently used by the financial community to analyze financial performance between periods and for comparison among companies. Adjusted net income should not be viewed as a substitute for income before taxes calculated in accordance with GAAP, and other companies may define adjusted net income differently. Adjusted net income is presented before the impacts of non-controlling interests. We present adjustments for amortization associated with acquired intangible assets. The intangible assets were recorded as part of purchase accounting in connection with Tiptree's acquisition ofFortegra Financial in 2014, Defend in 2019, and Smart AutoCare and Sky Auto in 2020. The intangible assets acquired contribute to overall revenue generation, and the respective purchase accounting adjustments will continue to occur in future periods until such intangible assets are fully amortized in accordance with the respective amortization periods required by GAAP.
Adjusted Return on Average Equity - Non-GAAP
We define adjusted return on average equity as adjusted net income expressed on
an annualized basis as a percentage of average beginning and ending
stockholders' equity during the period. See "-Adjusted Net Income-Non-GAAP"
above. We use adjusted return on average equity as an internal performance
measure in the management of our operations because we believe it gives our
management and other users of our financial information useful insight into our
results of operations and our underlying business performance. Adjusted return
on average equity should not be viewed as a substitute for return on average
equity calculated in accordance with GAAP, and other companies may define
adjusted return on average equity differently.
Three Months Ended September 30, 2022
Tiptree Capital
($ in thousands) Insurance Mortgage Other Corporate Total
Income (loss) before taxes
Less: Income tax (benefit) expense (3,765)
92 (3,963) 2,568 (5,068) Less: Net realized and unrealized gains (losses) 6,382 (82) (12,694) - (6,394) Plus: Intangibles amortization (1) 4,115 - - - 4,115 Plus: Stock-based compensation expense 33 - 75 1,588 1,696 Plus: Non-recurring expenses 89 - 53 - 142 Plus: Non-cash fair value adjustments - - (130) - (130) Less: Tax on adjustments (2) (2,327) 153 3,238 (1,155) (91) Adjusted net income$ 19,831 $ (777) $ 5,656 $ (5,315) $ 19,395 Adjusted net income$ 19,831 $ (777) $ 5,656 $ (5,315) $ 19,395 Average stockholders' equity$ 319,703 $ 57,133 $ 84,445 $ 61,178 $ 522,459 Adjusted return on average equity 24.8 % (5.4) % 26.8 % NM% 14.8 % 68
--------------------------------------------------------------------------------
Three Months Ended September 30, 2021
Tiptree Capital
($ in thousands) Insurance Mortgage Other Corporate Total
Income (loss) before taxes
Less: Income tax (benefit) expense (3,394)
14 1,591 1,552 (237) Less: Net realized and unrealized gains (losses) 7,428 (1,055) 10,396 - 16,769 Plus: Intangibles amortization (1) 3,830 - - - 3,830 Plus: Stock-based compensation expense 475 - 197 832 1,504 Plus: Non-recurring expenses (28) - 448 - 420 Plus: Non-cash fair value adjustments - - (815) - (815) Less: Tax on adjustments (2) (2,115) (1,265) (1,595) 650 (4,325) Adjusted net income$ 19,533 $ 3,961 $ 5,522 $ (8,286) $ 20,730 Adjusted net income$ 19,533 $ 3,961 $ 5,522 $ (8,286) $ 20,730 Average stockholders' equity$ 291,281 $ 68,925 $ 118,729 $ (75,340) $ 403,595 Adjusted return on average equity 26.8 % 23.0 % 18.6 % NM% 20.5 % Nine Months Ended September 30, 2022 Tiptree Capital ($ in thousands) Insurance Mortgage Other Corporate Total
Income (loss) before taxes
Less: Income tax (benefit) expense (11,099)
(874) (3,469) (16,095) (31,537) Less: Net realized and unrealized gains (losses) 23,151 (7,976) (8,293) - 6,882 Plus: Intangibles amortization (1) 12,146 - - - 12,146 Plus: Stock-based compensation expense 2,376 - 98 5,437 7,911 Plus: Non-recurring expenses 1,561 - (869) 2,108 2,800 Plus: Non-cash fair value adjustments - - 3,554 - 3,554 Less: Tax on adjustments (2) (7,299) 1,984 1,783 21,629 18,097 Adjusted net income$ 59,893 $ (3,516) $ 13,272 $ (20,816) $ 48,833 Adjusted net income$ 59,893 $ (3,516) $ 13,272 $ (20,816) $ 48,833 Average stockholders' equity$ 309,042 $ 58,558 $ 94,169 $ (1,891) $ 459,878 Adjusted return on average equity 25.8 % (8.0) % 18.8 % NM% 14.2 % Nine Months Ended September 30, 2021 Tiptree Capital ($ in thousands) Insurance Mortgage Other Corporate Total
Income (loss) before taxes
Less: Income tax (benefit) expense (11,157)
(4,448) (1,350) 5,539 (11,416) Less: Net realized and unrealized gains (losses) (5,004) (5,075) (3,512) - (13,591) Plus: Intangibles amortization (1) 11,499 - - - 11,499 Plus: Stock-based compensation expense 1,347 331 209 1,831 3,718 Plus: Non-recurring expenses 2,076 - 729 2,171 4,976 Plus: Non-cash fair value adjustments - - (2,167) - (2,167) Less: Tax on adjustments (2) (1,930) (442) 1,330 582 (460) Adjusted net income$ 46,400 $ 15,485 $ 8,153 $ (23,028) $ 47,010 Adjusted net income$ 46,400 $ 15,485 $ 8,153 $ (23,028) $ 47,010 Average stockholders' equity$ 296,125 $ 62,093 $ 110,818 $ (81,196) $ 387,840 Adjusted return on average equity 20.9 % 33.3 % 9.8 % NM% 16.2 %
The footnotes below correspond to the tables above, under "-Adjusted Net Income
- Non-GAAP and "-Adjusted Return on Average Equity - Non-GAAP".
(1) Specifically associated with acquisition purchase accounting. See Note (9)Goodwill and Intangible Assets, net. (2) Tax on adjustments represents the tax applied to the total non-GAAP adjustments and includes adjustments for non-recurring or discrete tax impacts. For the three and nine months endedSeptember 30, 2022 , included in the adjustment is an add-back of$(1.4) million and$24.1 million , respectively, related to deferred tax expense from the WP Transaction. 69 --------------------------------------------------------------------------------
Adjusted EBITDA - Non-GAAP
The Company defines Adjusted EBITDA as GAAP net income of the Company plus
corporate interest expense, plus income taxes, plus depreciation and
amortization expense, less the effects of purchase accounting, plus non-cash
fair value adjustments, plus significant non-recurring expenses, and plus
unrealized gains (losses) on available for sale securities reported in other
comprehensive income. Adjusted EBITDA is used to determine incentive
compensation for the Company's executive officers. Adjusted EBITDA is not a
measurement of financial performance or liquidity under GAAP and should not be
considered as an alternative or substitute for GAAP net income.
Three Months Ended Nine Months Ended
($ in thousands) September 30, September 30,
2022 2021 2022 2021
Net income (loss) attributable to common
stockholders $ 14,223 $ 2,008 $ (9,145) $ 38,558
Add: net (loss) income attributable to
non-controlling interests 5,834 1,339 6,588 4,477
Corporate debt related interest expense(1) 3,592 6,038 15,559 18,402
Consolidated provision (benefit) for income
taxes 5,068 237 31,537 11,416
Depreciation and amortization 5,549 6,119 17,714 18,261
Non-cash fair value adjustments(2) (542) (1,835) 759 (5,651)
Non-recurring expenses(3) 142 420 2,800 4,976
Other comprehensive income (loss), pre-tax (25,279) (1,970)
(70,727) (5,845) Warburg gain to book value(4) - - 54,013 - Third party non-controlling interests(5) 317 317 Adjusted EBITDA$ 8,904 $ 12,356 $ 49,415 $ 84,594
(1) Corporate debt interest expense includes interest expense from secured corporate credit
agreements, junior subordinated notes and preferred trust securities. Interest expense
associated with asset-specific debt is not added-back for Adjusted EBITDA.
(2) For maritime transportation operations, depreciation and amortization is deducted as a
reduction in the value of the vessel.
(3) Acquisition, start-up and disposition costs, including debt extinguishment, legal,
taxes, banker fees and other costs.
(4) The pre-tax gain recorded directly to
Adjusted EBITDA, net of add-backs included in prior period Adjusted EBITDA.
(5) Adjusts for the comprehensive income (loss) (including EBITDA and AOCI impacts) for the
non-controlling interests ofThe Fortegra Group .
Book Value per share - Non-GAAP
Management believes the use of this financial measure provides supplemental
information useful to investors as book value is frequently used by the
financial community to analyze company growth on a relative per share basis. The
following table provides a reconciliation between total stockholders' equity and
total shares outstanding, net of treasury shares.
($ in thousands, except per share information) As of September 30,
2022 2021
Total stockholders' equity $ 519,574 $ 402,142
Less: Non-controlling interests 132,295
16,930
Total stockholders' equity, net of non-controlling interests
Total common shares outstanding 36,247 33,889 Book value per share$ 10.68 $ 11.37
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity are unrestricted cash, cash equivalents and
other liquid investments and distributions from operating subsidiaries,
including income from our investment portfolio and sales of assets and
investments. We intend to use our cash resources to continue to fund our
operations and grow our businesses. We may seek additional sources of cash to
fund acquisitions or investments. These additional sources of cash may take the
form of debt or equity and may be at the parent, subsidiary or asset level. We
are a holding company and our liquidity needs are primarily for compensation,
professional fees, office rent and insurance costs.
Our subsidiaries' ability to generate sufficient net income and cash flows to
make cash distributions will be subject to numerous business and other factors,
including restrictions contained in agreements for the strategic investment by
Warburg in Fortegra, our subsidiaries' financing agreements, regulatory
restrictions, availability of sufficient funds at such subsidiaries, general
economic and business conditions, tax considerations, strategic plans, financial
results and other factors such as target capital ratios and ratio levels
anticipated by rating agencies to maintain or improve current ratings. We expect
70
--------------------------------------------------------------------------------
our cash and cash equivalents and distributions from operating subsidiaries, our
subsidiaries' access to financing, and sales of investments to be adequate to
fund our operations for at least the next 12 months, as well as the long term.
As of September 30, 2022 , cash and cash equivalents, excluding restricted cash,
were $503.5 million , compared to $175.7 million at December 31, 2021 , an
increase of $327.8 million primarily as a result of the WP Transaction, growth
in gross written premium and premium equivalents at Fortegra, sales and
maturities of investments within Fortegra and the sale of three dry bulk vessels
in our maritime transportation business.
Our mortgage business relies on short term uncommitted sources of financing as a
part of their normal course of operations. To date, we have been able to obtain
and renew uncommitted warehouse credit facilities. If we were not able to obtain
financing, then we may need to draw on other sources of liquidity to fund our
mortgage business. See Note (11) Debt, net in the notes to condensed
consolidated financial statements, for additional information regarding our
mortgage warehouse borrowings.
We believe that cash flow from operations will provide sufficient capital to
continue to grow the business and fund interest on the outstanding debt, capital
expenditures and other general corporate needs over the next several years. As
we continue to expand our business, including by any acquisitions we may make,
we may, in the future, require additional working capital for increased costs.
For purposes of determining enterprise value and Adjusted EBITDA, we consider
corporate credit agreements and preferred trust securities, which we refer to as
corporate debt, as corporate financing and associated interest expense is added
back. The below table outlines this amount by debt outstanding and interest
expense at the insurance company and corporate level.
Corporate Debt
Interest Expense for
Corporate Debt Outstanding the three months ended Interest Expense for the
($ in thousands) as of September 30, September 30, nine months ended September 30,
2022 2021 2022 2021 2022 2021
Insurance $ 160,000 $ 161,740 $ 3,592 $ 3,485 $ 10,944 $ 10,727
Corporate - 115,625 - 2,553 4,615 7,675
Total $ 160,000 $ 277,365 $ 3,592 $ 6,038 $ 15,559 $ 18,402
The balance of the corporate credit facility was repaid during
of the WP Transaction. See Note (11) Debt, net in the notes to condensed
consolidated financial statements for details for prior periods.
OnOctober 21, 2022 ,Fortegra Financial Corporation ("FFC") entered into a Second Amended and Restated Credit Agreement by and among FFC, its parent, Fortegra, and its subsidiary,LOTS Intermediate Co. , as borrowers, the lenders from time to time party thereto, certain of Fortegra's affiliates as guarantors, andFifth Third Bank , National Association, as the administrative agent and issuing lender (the "Fortegra Credit Agreement"). The Fortegra Credit Agreement provides for a$200 million revolving credit facility, all of which is available for the issuance of letters of credit, with a sub-limit of$25 million for swing loans and matures onOctober 21, 2027 .


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