UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | May 3, 2016 |
| JAMES RIVER GROUP HOLDINGS, LTD. |
| (Exact name of registrant as specified in its charter) |
| Bermuda | 001-36777 | 98-0585280 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| Wellesley House, 2nd Floor, 90 Pitts Bay Road, Pembroke Bermuda | HM 08 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | +1-441-278-4580 |
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On May 4, 2016, James River Group Holdings, Ltd. (the “Company”) issued a press release announcing its financial results for its first quarter of 2016. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information in this Item 2.02 and in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act unless specifically stated by the Company.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 3, 2016, the Company held its 2016 Annual General Meeting of Shareholders (the “Annual Meeting”). Proxies with regard to the matters voted upon at the Annual Meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the results of voting on each such matter.
| 1. | The election of three Class II directors to the Company’s Board of Directors to hold office until the Annual General Meeting of Shareholders to be held in 2019. There was no solicitation in opposition to any of the nominees listed in the proxy statement and all of the nominees were elected. |
| Director | For | Withhold | Broker Non-Votes | |||||||||
| Jerry R. Masters* | 13,969,380 | 611,777 | 692,296 | |||||||||
| Janet Cowell* | 14,003,557 | 577,600 | 692,296 | |||||||||
| Ollie L. Sherman Jr. | 26,174,815 | 577,800 | 692,296 | |||||||||
* Pursuant to the Company’s bye-laws, so long as the Company’s shareholders affiliated with D. E. Shaw & Co., L.P. (the “D. E. Shaw Affiliates”) collectively own more than 20% of the Company’s outstanding common shares, the D. E. Shaw Affiliates are not entitled to vote the shares that they own and over which they maintain voting power with respect to the election of certain designated director nominees (the “Excluded Directors”). Jerry R. Masters and Janet Cowell are designated as Excluded Directors and were nominated for election as Class II directors at the Annual Meeting.
As of March 17, 2016, the record date for the Annual Meeting, the D. E. Shaw Affiliates collectively owned approximately 48.5% of the Company’s outstanding common shares and owned and maintained voting power over approximately 42% of the Company’s outstanding common shares (12,171,458 shares). As a result of Mr. Masters’ and Ms. Cowell’s status as
2
Excluded Directors, the D. E. Shaw Affiliates were not permitted to vote the shares they owned and over which they maintained voting power in the election of such nominees at the Annual Meeting. Consequently, such shares were not voted in the election of Mr. Masters and Ms. Cowell and are not included in the voting results above. The remaining 6.5% of the Company’s outstanding common shares owned by the D. E. Shaw Affiliates as of the record date (1,875,780 common shares in the aggregate) were eligible to be voted, and were voted, at the Annual Meeting because D. E. Shaw has granted an irrevocable proxy to vote such shares to each of J. Adam Abram, the Company’s Chairman and Chief Executive Officer, Robert Myron, the Company’s President and Chief Operating Officer, Michael Oakes, a director of the Company and Gregg Davis, the Company’s Chief Financial Officer. For additional information regarding the prohibition on the D. E. Shaw Affiliates’ ability to vote for the Excluded Directors and the irrevocable proxies granted by the D. E. Shaw Affiliates, see the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2016.
| 2. | The approval of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company’s independent auditor to serve until the Annual General Meeting of Shareholders to be held in 2017, and to authorize the board of directors, acting by the Audit Committee to determine the remuneration of Ernst & Young. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 27,234,088 | 209,061 | 1,762 | 0 | |||||||||||
| Item 8.01 | Other Events. |
On May 4, 2016, the Company announced that its board of directors declared a cash dividend of $0.20 per common share of the Company to be paid on June 30, 2016 to shareholders of record on June 13, 2016.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following Exhibit is furnished as a part of this Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated May 4, 2016 |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JAMES RIVER GROUP HOLDINGS, LTD. | ||
| Dated: May 4, 2016 | By: | /s/ Gregg T. Davis |
| Gregg T. Davis | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated May 4, 2016 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
JAMES RIVER GROUP HOLDINGS REPORTS FIRST
QUARTER 2016 NET INCOME
AND NET OPERATING INCOME OF $12.8 MILLION OR $0.43 PER DILUTED
SHARE
7.5% GROWTH IN NET OPERATING EARNINGS PER
SHARE OVER THE FIRST
QUARTER OF 2015 (34.4% GROWTH IN EARNINGS PER SHARE)
8.4% GROWTH IN E&S SEGMENT AND 37.1%
GROWTH IN SPECIALTY
ADMITTED SEGMENT GROSS WRITTEN PREMIUMS OVER THE FIRST
QUARTER OF 2015
5.2% INCREASE IN TANGIBLE EQUITY PER COMMON
SHARE DURING FIRST
QUARTER OF 2016
DECLARES $0.20 PER SHARE QUARTERLY DIVIDEND
Pembroke, Bermuda, May 4, 2016— James River Group Holdings, Ltd. (NASDAQ: JRVR) today announced its financial results for the quarter ended March 31, 2016.
Highlights for the quarter include:
| · | Gross written premiums of $133.1 million, as follows: |
| Three Months Ended March 31, | |||||
(in thousands)
|
2016 | 2015 | Change | ||
| Excess and Surplus Lines | $ 82,108 | $ 75,718 | 8.4% | ||
| Specialty Admitted Insurance | 28,687 | 20,926 | 37.1% | ||
| Casualty Reinsurance | 22,276 | 34,614 | (35.6)% | ||
| $ 133,071 | $ 131,258 | 1.4% | |||
| · | Fully diluted operating earnings per share of $0.43 compared to $0.40 in the first quarter of 2015; |
| · | Fully diluted earnings per share of $0.43 compared to $0.32 in the first quarter of 2015; |
| · | Net operating income of $12.8 million compared to $11.7 million in the first quarter of 2015; |
| · | Net income of $12.8 million compared to $9.4 million in the first quarter of 2015; |
| · | Net written premiums of $106.9 million, down 1.6% from first quarter of 2015; |
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| · | A combined ratio of 95.9% compared to 97.5% in the first quarter of 2015; |
| · | A loss ratio of 62.8% compared to 63.7% in the first quarter of 2015; |
| · | A reduction in our expense ratio of 0.6 points from 33.8% in the first quarter of 2015 to 33.2%; and |
| · | A 5.2% increase in tangible equity per common share from $15.88 as of December 31, 2015 to $16.71 as of March 31, 2016. |
J. Adam Abram, Chairman and Chief Executive Officer, said, "We are pleased to have a solid start to the year, and we remain on track to achieve our guidance of a 12.0% or better operating return on average tangible equity and a combined ratio of between 92% and 95% for 2016. Our Excess and Surplus Lines segment, which is our largest and most profitable segment, continued to achieve growth in its premium and saw increases in exposure adjusted rates. Additionally, our Specialty Admitted and Casualty Reinsurance segments had profitable underwriting results and lower combined ratios than a year ago.”
"Our tangible equity grew by 5.4% during the first quarter of 2016 from $459.7 million at December 31, 2015 to $484.4 million at March 31, 2016. This growth in tangible equity reflects $12.8 million of net income and a $15.6 million increase in other comprehensive income offset by the payment of $5.8 million of dividends.”
“The growth rate in our E&S Segment was 8.4% for the quarter. We bound more policies in the first quarter of 2016 than in the first quarter of the prior year, but with smaller average premiums per account. Our strategy allowed us to increase rates by nine tenths of one percent for the quarter in this segment. We are very satisfied with that outcome.”
“We also found opportunities for profitable growth in our Specialty Admitted Segment, where our gross written premiums grew 37.1% for the quarter. Our fee business in this segment continues to grow, and the expense ratio continues to decline as both earned premiums and fees increase.”
“Our Casualty Reinsurance Segment was affected by premium adjustments for prior year contracts. These adjustments reduced premiums by $10.0 million in the first quarter; while in the prior year, these adjustments increased premiums by $7.3 million. For both periods, these adjustments had a negligible impact on our underwriting profits.”
"In keeping with our Board's emphasis on capital management and efficiency, the Directors voted to declare a dividend of $0.20 per share to be paid on June 30, 2016."
Results for the quarter ended March 31, 2016 include favorable reserve development on prior accident years of $4.7 million. In the prior year, this favorable reserve development was $2.5 million. On an after-tax basis, favorable reserve development for the quarter is $4.2 million ($2.0 million in the prior year). The pre-tax development by segment was as follows:
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| Three Months Ended March 31, | ||||||||||||
| 2016 | 2015 | Change | ||||||||||
(in thousands) Excess and Surplus Lines | $ | 4,393 | $ | 4,936 | $ | (543 | ) | |||||
| Specialty Admitted Insurance | 311 | 7 | 304 | |||||||||
| Casualty Reinsurance | (37 | ) | (2,454 | ) | 2,417 | |||||||
| $ | 4,667 | $ | 2,489 | $ | 2,178 | |||||||
Net investment income for the first quarter of 2016 was $11.3 million. This amount compares to $12.0 million for the same period in 2015. The primary cause for the decline in net investment income was a reduction in income from our investments in renewable energy from $2.5 million to $682,000 for the quarters ended March 31, 2015 and 2016, respectively. Absent this item, our net investment income increased by $1.1 million (11.1%) over the first quarter of the prior year to $10.6 million (from $9.5 million) principally due to a reallocation of over $140 million of our portfolio from short-term investments to longer duration fixed maturity securities from March 31, 2015 to March 31, 2016. This increase in net investment income was also due to a 3.4% increase in our average cash and invested assets in the first quarter of 2016 compared to the first quarter of 2015. Our annualized gross investment yield on average cash and invested assets for the quarter ended March 31, 2016 was 3.6%, and the average duration of our portfolio was 3.6 years.
During the first quarter of 2016, we also recognized $547,000 in net realized investment gains. These realized investment gains included $842,000 of realized investment gains related to sale of fixed maturities, partially offset by $352,000 in impairment losses primarily related to our investment exposure in certain oil and gas loans in the energy sector. At March 31, 2016 the total oil and gas exposure in this bank loan portfolio was in seven loans with a carrying value of $15.8 million and a market value of $11.9 million.
Dividend
The Company also announced that its Board of Directors declared a cash dividend of $0.20 per common share on May 3, 2016. This dividend is payable on Thursday, June 30, 2016 to all shareholders of record at the close of business on Monday, June 13, 2016.
Conference Call
James River Group Holdings will hold a conference call to discuss this press release tomorrow, May 5, 2016, at 9:00 a.m. Eastern time. Investors may access the conference call by dialing (877) 930-8055 Conference ID#:79290889 or via the internet by going to www.jrgh.net and clicking on the “Investor Relations” link. Please visit the website at least 15 minutes early to register, download and install any necessary audio software. A replay will be available shortly after the call and through the end of business on June 4, 2016 at the number and website referenced above.
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Forward-Looking Statements
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. In some cases, such forward-looking statements may be identified by terms such as believe, expect, seek, may, will, intend, project, plan, estimate or similar words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Although it is not possible to identify all of these risks and factors, they include, among others, the following: losses exceeding reserves; loss of key members of our management or employees; adverse economic factors; a decline in our financial strength; loss of a group of brokers or agents that generate significant portions of our business; loss of a significant customer; losses in our investment portfolio; additional government or market regulation; failure of any loss limitation or the effect on our business of emerging claims and coverage issues; loss settlements made by ceding companies and fronting carriers; the Company or its non-United States based subsidiaries becoming subject to United States taxation and other risks described in the Company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this release and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Non-GAAP Financial Measures
In presenting James River Group Holding’s results, management has included financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). Such measures, including underwriting profit, net operating income and tangible equity are referred to as non-GAAP measures. These non-GAAP measures may be defined or calculated differently by other companies. These measures should not be viewed as a substitute for those determined in accordance with GAAP. Reconciliations of such measures to the most comparable GAAP figures are included at the end of this press release.
About James River Group Holdings, Ltd.
James River Group Holdings, Ltd. is a Bermuda-based insurance holding company which owns and operates a group of specialty insurance and reinsurance companies founded by members of our management team. The Company operates in three specialty property-casualty insurance and reinsurance segments: Excess and Surplus Lines, Specialty Admitted Insurance and Casualty Reinsurance. The Company tends to focus on accounts associated with small or medium-sized businesses in each of its segments. Each of the Company’s regulated insurance subsidiaries are rated “A-” (Excellent) with a “positive outlook” by A.M. Best Company.
Visit James River Group Holdings, Ltd. on the web at www.jrgh.net.
For more information contact:
Robert Myron
President and Chief Operating Officer
1-441-278-4583
InvestorRelations@jrgh.net
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James River Group Holdings, Ltd. and Subsidiaries
Condensed Consolidated Balance Sheet Data
(Unaudited)
|
March 31, 2016 |
December 31, 2015 |
||||||
| ($ in thousands, except for share amounts) | |||||||
| ASSETS | |||||||
| Invested assets: | |||||||
| Fixed maturity securities, available-for-sale | $ | 927,698 | $ | 899,660 | |||
| Fixed maturity securities, trading | 5,057 | 5,046 | |||||
| Equity securities, available-for-sale | 78,186 | 74,111 | |||||
| Bank loan participations, held-for-investment | 185,818 | 191,700 | |||||
| Short-term investments | 19,799 | 19,270 | |||||
| Other invested assets | 54,038 | 54,504 | |||||
| Total investments | 1,270,596 | 1,244,291 | |||||
| Cash and cash equivalents | 92,125 | 106,406 | |||||
| Accrued investment income | 8,447 | 8,068 | |||||
| Premiums receivable and agents’ balances | 201,279 | 176,685 | |||||
| Reinsurance recoverable on unpaid losses | 141,739 | 131,788 | |||||
| Reinsurance recoverable on paid losses | 4,304 | 11,298 | |||||
| Deferred policy acquisition costs | 55,143 | 60,754 | |||||
| Goodwill and intangible assets | 221,210 | 221,359 | |||||
| Other assets | 107,234 | 94,848 | |||||
| Total assets | $ | 2,102,077 | $ | 2,055,497 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| Reserve for losses and loss adjustment expenses | $ | 814,327 | $ | 785,322 | |||
| Unearned premiums | 294,798 | 301,104 | |||||
| Senior debt | 88,300 | 88,300 | |||||
| Junior subordinated debt | 104,055 | 104,055 | |||||
| Accrued expenses | 25,618 | 29,476 | |||||
| Other liabilities | 69,409 | 66,202 | |||||
| Total liabilities | 1,396,507 | 1,374,459 | |||||
| Total shareholders’ equity | 705,570 | 681,038 | |||||
| Total liabilities and shareholders’ equity | $ | 2,102,077 | $ | 2,055,497 | |||
| Tangible equity | $ | 484,360 | $ | 459,679 | |||
| Tangible equity per common share outstanding | $ | 16.71 | $ | 15.88 | |||
|
Total shareholders’ equity per common share outstanding |
$ | 24.34 |
|
$ | 23.53 | ||
| Common shares outstanding | 28,993,859 | 28,941,547 | |||||
| Debt to total capitalization ratio | 21.4% | 22.0% | |||||
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James River Group Holdings, Ltd. and Subsidiaries
Condensed Consolidated Income Statement Data
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| ($ in thousands, except for share data) | ||||||||
| REVENUES | ||||||||
| Gross written premiums | $ | 133,071 | $ | 131,258 | ||||
| Net written premiums | $ | 106,901 | $ | 108,659 | ||||
| Net earned premiums | $ | 117,130 | $ | 117,011 | ||||
| Net investment income | 11,272 | 11,986 | ||||||
| Net realized investment gains (losses) | 547 | (2,806) | ||||||
| Other income | 2,380 | 276 | ||||||
| Total revenues | 131,329 | 126,467 | ||||||
| EXPENSES | ||||||||
| Losses and loss adjustment expenses | 73,506 | 74,484 | ||||||
| Other operating expenses | 41,179 | 39,797 | ||||||
| Other expenses | (12) | 69 | ||||||
| Interest expense | 2,174 | 1,704 | ||||||
| Amortization of intangible assets | 149 | 149 | ||||||
| Total expenses | 116,996 | 116,203 | ||||||
| Income before taxes | 14,333 | 10,264 | ||||||
| Income tax expense | 1,496 | 887 | ||||||
| NET INCOME | $ | 12,837 | $ | 9,377 | ||||
| NET OPERATING INCOME | $ | 12,838 | $ | 11,691 | ||||
| EARNINGS PER SHARE | ||||||||
| Basic | $ | 0.44 | $ | 0.33 | ||||
| Diluted | $ | 0.43 | $ | 0.32 | ||||
| NET OPERATING INCOME PER SHARE | ||||||||
| Basic | $ | 0.44 | $ | 0.41 | ||||
| Diluted | $ | 0.43 | $ | 0.40 | ||||
| Weighted-average common shares outstanding: | ||||||||
| Basic | 28,953,008 | 28,540,350 | ||||||
| Diluted | 29,742,252 | 29,098,309 | ||||||
| Cash dividends declared per common share | $ | 0.20 | $ | 0.16 | ||||
| Ratios: | ||||||||
| Loss ratio | 62.8% | 63.7% | ||||||
| Expense ratio | 33.2% | 33.8% | ||||||
| Combined ratio | 95.9% | 97.5% | ||||||
| Accident year loss ratio | 66.7% | 65.8% | ||||||
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James River Group Holdings, Ltd. and Subsidiaries
Segment Results
EXCESS AND SURPLUS LINES
| Three Months Ended March 31, | |||||
| 2016 | 2015 | % Change | |||
| ($ in thousands) | |||||
| Gross written premiums | $ 82,108 | $ 75,718 | 8.4% | ||
| Net written premiums | $ 71,535 | $ 62,296 | 14.8% | ||
| Net earned premiums | $ 65,505 | $ 59,400 | 10.3% | ||
| Losses and loss adjustment expenses | (40,663) | (35,842) | 13.5% | ||
| Underwriting expenses | (15,638) | (16,115) | (3.0)% | ||
| Underwriting profit (a), (b) | $ 9,204 | $ 7,443 | 23.7% | ||
| Ratios: | |||||
| Loss ratio | 62.1% | 60.3% | - | ||
| Expense ratio | 23.9% | 27.1% | - | ||
| Combined ratio | 85.9% | 87.5% | - | ||
| Accident year loss ratio | 68.8% | 68.6% | - | ||
| (a) See "Reconciliation of Non-GAAP Measures." |
| (b) Underwriting results include fee income of $2.3 million and $220,000 for the three months ended March 31, 2016 and 2015, respectively. These amounts are included in “Other income” in our Condensed Consolidated Income Statements. |
SPECIALTY ADMITTED INSURANCE
| Three Months Ended March 31, | |||||
| 2016 | 2015 | % Change | |||
| ($ in thousands) | |||||
| Gross written premiums | $ 28,687 | $ 20,926 | 37.1% | ||
| Net written premiums | $ 13,046 | $ 11,474 | 13.7% | ||
| Net earned premiums | $ 11,405 | $ 9,555 | 19.4% | ||
| Losses and loss adjustment expenses | (6,600) | (5,796) | 13.9% | ||
| Underwriting expenses | (4,330) | (3,914) | 10.6% | ||
| Underwriting profit (loss) (a), (b) | $ 475 | $ (155) | - | ||
| Ratios: | |||||
| Loss ratio | 57.9% | 60.7% | - | ||
| Expense ratio | 38.0% | 41.0% | - | ||
| Combined ratio | 95.8% | 101.6% | - | ||
| Accident year loss ratio | 60.6% | 60.7% | - | ||
| (a) See "Reconciliation of Non-GAAP Measures." |
| (b) Underwriting results include fee income of $397,000 and $303,000 for the three months ended March 31, 2016 and 2015, respectively. These amounts are included in “Other operating expenses” in our Condensed Consolidated Income Statements. |
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CASUALTY REINSURANCE
| Three Months Ended March 31, | ||||||||||||
| 2016 | 2015 | % Change | ||||||||||
| ($ in thousands) | ||||||||||||
| Gross written premiums | $ | 22,276 | $ | 34,614 | (35.6 | )% | ||||||
| Net written premiums | $ | 22,320 | $ | 34,889 | (36.0 | )% | ||||||
| Net earned premiums | $ | 40,220 | $ | 48,056 | (16.3 | )% | ||||||
| Losses and loss adjustment expenses | (26,243 | ) | (32,846 | ) | (20.1 | )% | ||||||
| Underwriting expenses | (13,643 | ) | (15,169 | ) | (10.1 | )% | ||||||
| Underwriting profit (a) | $ | 334 | $ | 41 | 714.6 | % | ||||||
| Ratios: | ||||||||||||
| Loss ratio | 65.2 | % | 68.3 | % | — | |||||||
| Expense ratio | 33.9 | % | 31.6 | % | — | |||||||
| Combined ratio | 99.2 | % | 99.9 | % | — | |||||||
| Accident year loss ratio | 65.2 | % | 63.2 | % | — | |||||||
(a) See "Reconciliation of Non-GAAP Measures."
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RECONCILIATION OF NON-GAAP MEASURES
Underwriting Profit (Loss)
The following table reconciles the underwriting profit (loss) by individual operating segment and of the whole Company to consolidated income before taxes. We believe that these measures are useful to investors in evaluating the performance of our Company and its operating segments because our objective is to consistently earn underwriting profits. We evaluate the performance of our operating segments and allocate resources based primarily on underwriting profit (loss) of operating segments. Our definition of underwriting profit (loss) of operating segments and underwriting profit (loss) may not be comparable to that of other companies.
| Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| (in thousands) | ||||||||
| Underwriting profit (loss) of the operating segments: | ||||||||
| Excess and Surplus Lines | $ | 9,204 | $ | 7,443 | ||||
| Specialty Admitted Insurance | 475 | (155 | ) | |||||
| Casualty Reinsurance | 334 | 41 | ||||||
| Total underwriting profit of operating segments | 10,013 | 7,329 | ||||||
| Other operating expenses of the Corporate and Other segment | (5,252 | ) | (4,379 | ) | ||||
| Underwriting profit (a) | 4,761 | 2,950 | ||||||
| Net investment income | 11,272 | 11,986 | ||||||
| Net realized investment gains (losses) | 547 | (2,806 | ) | |||||
| Other income and expenses | 76 | (13 | ) | |||||
| Interest expense | (2,174 | ) | (1,704 | ) | ||||
| Amortization of intangible assets | (149 | ) | (149 | ) | ||||
| Consolidated income before taxes | $ | 14,333 | $ | 10,264 | ||||
| (a) | Included in underwriting results for the three months ended March 31, 2016 and 2015 is fee income of $2.7 million and $523,000, respectively. |
Net Operating Income
We define net operating income as net income excluding net realized investment gains and losses, as well as non-operating expenses including those that relate to due diligence costs for various merger and acquisition activities, professional fees related to the filing of a registration statement for the sale of our securities, and severance costs associated with terminated employees. We use net operating income 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. Net operating income should not be viewed as a substitute for net income calculated in accordance with GAAP, and our definition of net operating income may not be comparable to that of other companies.
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Our income before taxes and net income for the three months ended March 31, 2016 and 2015, respectively, reconciles to our net operating income as follows:
| Three Months Ended March 31, | ||||||||||||||||
| 2016 | 2015 | |||||||||||||||
Income Before Taxes | Net Income | Income Before Taxes | Net Income | |||||||||||||
| (in thousands) | ||||||||||||||||
| Income as reported | $ | 14,333 | $ | 12,837 | $ | 10,264 | $ | 9,377 | ||||||||
| Net realized investment (gains) losses | (547 | ) | (307 | ) | 2,806 | 2,162 | ||||||||||
| Other expenses | (12 | ) | (8 | ) | 69 | 45 | ||||||||||
| Interest expense on leased building the Company is deemed to own for accounting purposes | 486 | 316 | 165 | 107 | ||||||||||||
| Net operating income | $ | 14,260 | $ | 12,838 | $ | 13,304 | $ | 11,691 | ||||||||
Tangible Equity
We define tangible equity as the sum of shareholders’ equity less goodwill and intangible assets (net of amortization). Our definition of tangible equity may not be comparable to that of other companies, and it should not be viewed as a substitute for shareholders’ equity calculated in accordance with GAAP. We use tangible equity internally to evaluate the strength of our balance sheet and to compare returns relative to this measure. The following table reconciles shareholders’ equity to tangible equity for both March 31, 2016 and December 31, 2015.
| March 31, | December 31, | |||||||
| 2016 | 2015 | |||||||
| (in thousands) | ||||||||
| Shareholders’ equity | $ 705,570 | $ 681,038 | ||||||
| Less: Goodwill and intangible assets | 221,210 | 221,359 | ||||||
| Tangible equity | $ 484,360 | $ 459,679 | ||||||
- END -
Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda
Mailing address l P.O. Box 1502, Hamilton HM FX, Bermuda
Tel 441.278.4580 l Fax 441.278.4588