Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | FIRST ACCEPTANCE CORP /DE/ | |
Entity Central Index Key | 1,017,907 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 41,040,772 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Investments, available-for-sale at fair value (amortized cost of $131,614 and $119,119, respectively) | $ 135,745 | $ 125,085 |
Cash and cash equivalents | 107,207 | 102,429 |
Premiums, fees, and commissions receivable, net of allowance of $461 and $392 | 74,458 | 56,486 |
Deferred tax assets, net | 18,241 | 16,521 |
Other investments | 12,087 | 10,530 |
Other assets | 7,530 | 5,962 |
Property and equipment, net | 3,875 | 3,173 |
Deferred acquisition costs | 5,428 | 3,459 |
Goodwill | 30,200 | |
Identifiable intangible assets, net | 8,745 | 4,800 |
TOTAL ASSETS | 403,516 | 328,445 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Loss and loss adjustment expense reserves | 115,009 | 96,613 |
Unearned premiums and fees | 86,877 | 67,942 |
Debentures payable | 40,245 | 40,211 |
Term loan from principal stockholder | 29,747 | |
Accrued expenses | 11,661 | 3,262 |
Other liabilities | 16,207 | 13,453 |
Total liabilities | $ 299,746 | $ 221,481 |
Stockholders’ equity: | ||
Preferred stock, $.01 par value, 10,000 shares authorized | ||
Common stock, $.01 par value, 75,000 shares authorized; 41,041 and 41,016 issued and outstanding, respectively | $ 411 | $ 410 |
Additional paid-in capital | 457,395 | 457,242 |
Accumulated other comprehensive income, net of tax of $314 and $923, respectively | 3,959 | 5,090 |
Accumulated deficit | (357,995) | (355,778) |
Total stockholders’ equity | 103,770 | 106,964 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 403,516 | $ 328,445 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Amortized cost of investments | $ 131,614 | $ 119,119 |
Allowance for premiums, fees and Commission receivable | $ 461 | $ 392 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 41,041,000 | 41,016,000 |
Common stock, shares outstanding | 41,041,000 | 41,016,000 |
Accumulated Other Comprehensive Income, tax | $ 314 | $ 923 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Premiums earned | $ 67,508 | $ 54,369 | $ 197,423 | $ 161,971 |
Commission and fee income | 18,974 | 10,097 | 42,252 | 29,323 |
Investment income | 1,144 | 1,142 | 3,695 | 3,936 |
Net realized gains (losses) on investments, available-for-sale | (6) | (4) | (13) | 36 |
Total revenues | 87,620 | 65,604 | 243,357 | 195,266 |
Costs and expenses: | ||||
Losses and loss adjustment expenses | 57,367 | 41,440 | 160,304 | 119,323 |
Insurance operating expenses | 29,309 | 20,624 | 78,039 | 65,739 |
Other operating expenses | 295 | 244 | 881 | 722 |
Litigation settlement | 3,406 | 30 | 3,645 | 106 |
Stock-based compensation | 37 | 39 | 109 | 151 |
Depreciation | 424 | 423 | 1,224 | 1,303 |
Amortization of identifiable intangibles assets | 254 | 261 | ||
Interest expense | 1,052 | 427 | 1,924 | 1,275 |
Total costs and expenses | 92,144 | 63,227 | 246,387 | 188,619 |
Income (loss) before income taxes | (4,524) | 2,377 | (3,030) | 6,647 |
Provision (benefit) for income taxes | (1,506) | 257 | (813) | 547 |
Net income (loss) | $ (3,018) | $ 2,120 | $ (2,217) | $ 6,100 |
Net income (loss) per share: | ||||
Basic | $ (0.07) | $ 0.05 | $ (0.05) | $ 0.15 |
Diluted | $ (0.07) | $ 0.05 | $ (0.05) | $ 0.15 |
Number of shares used to calculate net income (loss) per share: | ||||
Basic | 41,041 | 40,995 | 41,026 | 40,981 |
Diluted | 41,041 | 41,297 | 41,026 | 41,285 |
Reconciliation of net income (loss) to other comprehensive income (loss): | ||||
Net income (loss) | $ (3,018) | $ 2,120 | $ (2,217) | $ 6,100 |
Net unrealized change in investments, net of tax of $(17), $0, $(609) and $0, respectively | (32) | (667) | (1,131) | 2,284 |
Comprehensive income (loss) | $ (3,050) | $ 1,453 | $ (3,348) | $ 8,384 |
CONSOLIDATED STATEMENTS OF COM5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Net unrealized change in investments, tax | $ (17) | $ 0 | $ (609) | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,217) | $ 6,100 |
Adjustments to reconcile net income (loss) to cash provided by operating activities: | ||
Depreciation | 1,224 | 1,303 |
Amortization of identifiable intangibles assets | 261 | |
Stock-based compensation | 109 | 151 |
Deferred income taxes | (1,111) | |
Net realized losses (gains) on sales and redemptions of investments | 13 | (36) |
Investment income from other investments | (301) | (248) |
Other | 212 | 244 |
Change in: | ||
Premiums, fees, and commission receivable | (18,041) | (12,307) |
Loss and loss adjustment expense reserves | 18,396 | 6,958 |
Unearned premiums and fees | 18,935 | 14,252 |
Accrued expenses | 6,122 | 301 |
Other | 447 | (83) |
Net cash provided by operating activities | 24,049 | 16,635 |
Cash flows from investing activities: | ||
Purchases of investments, available-for-sale | (21,022) | (5,441) |
Purchases of other investments | (1,739) | (2,336) |
Maturities and redemptions of investments, available-for-sale | 8,372 | 16,379 |
Capital expenditures | (1,529) | (978) |
Business acquired through asset purchase | (33,770) | |
Other | 372 | 173 |
Net cash (used in) provided by investing activities | (49,316) | 7,797 |
Cash flows from financing activities: | ||
Proceeds from term loan from principal stockholder | 30,000 | |
Net proceeds from issuance of common stock | 45 | 31 |
Net cash provided by financing activities | 30,045 | 31 |
Net change in cash and cash equivalents | 4,778 | 24,463 |
Cash and cash equivalents, beginning of period | 102,429 | 72,033 |
Cash and cash equivalents, end of period | $ 107,207 | $ 96,496 |
General
General | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
General | 1. General The consolidated financial statements of First Acceptance Corporation (the “Company”) included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted. In the opinion of management, the consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2014. Reclassifications Certain reclassifications have been made to the prior year’s consolidated financial statements to conform with the current presentation. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 2. Fair Value Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs are based on market data from independent sources, while unobservable inputs reflect the Company’s view of market assumptions in the absence of observable market information. All assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted market prices for similar assets or liabilities in active markets; quoted prices by independent pricing services for identical or similar assets or liabilities in markets that are not active; and valuations, using models or other valuation techniques, that use observable market data. All significant inputs are observable, or derived from observable information in the marketplace, or are supported by observable levels at which transactions are executed in the marketplace. Level 3 - Instruments that use non-binding broker quotes or model driven valuations that do not have observable market data. NAV - Calculated net asset value (“NAV”) based on an ownership interest to which a proportionate share of net assets is attributed. The Company categorizes valuation methods used in its identifiable intangible assets impairment tests as Level 3. To determine the fair value of acquired trademarks and trade names, the Company uses the relief-from-royalty method, which requires the Company to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital. The Company also categorizes the valuation method used to fair value an investment in the common stock of a real estate investment trust included in other investments as Level 3, since this investment has redemption and transfer restriction and is therefore not readily marketable. Fair Value of Financial Instruments The carrying values and fair values of certain of the Company’s financial instruments were as follows (in thousands). September 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Value Value Value Value Assets: Investments, available-for-sale $ 135,745 $ 135,745 $ 125,085 $ 125,085 Other investments 12,087 12,087 10,530 10,530 Liabilities: Debentures payable 40,245 20,896 40,211 19,606 Term loan from principal stockholder 29,747 31,128 - - The fair values as presented represent the Company’s best estimates and may not be substantiated by comparisons to independent markets. The fair value of the debentures payable and the term loan from principal shareholder are categorized as Level 3, since they were based on current market rates offered for debt with similar risks and maturities, an unobservable input categorized as Level 3. Carrying values of certain financial instruments, such as cash and cash equivalents and premiums and fees receivable, approximate fair value due to the short-term nature of the instruments and are not required to be disclosed. Therefore, the aggregate of the fair values presented in the preceding table do not purport to represent the Company’s underlying value. The Company holds available-for-sale investments and other investments, which are carried at net asset value which approximates fair value. The following tables present the fair-value measurements for each major category of assets that are measured on a recurring basis (in thousands). Fair Value Measurements Using Quoted Prices Significant in Active Other Significant Proportionate Markets for Observable Unobservable Share of Identical Assets Inputs Inputs Net Assets September 30, 2015 Total (Level 1) (Level 2) (Level 3) (NAV) Fixed maturities, available-for-sale: U.S. government and agencies $ 13,314 $ 13,314 $ — $ — $ — State 703 — 703 — — Political subdivisions 499 — 499 — — Revenue and assessment 13,480 — 13,480 — — Corporate bonds 86,189 — 86,189 — — Collateralized mortgage obligations: Agency backed 1,827 — 1,827 — — Non-agency backed – residential 3,670 — 3,670 — — Non-agency backed – commercial 2,619 — 2,619 — — Total fixed maturities, available-for-sale 122,301 13,314 108,987 — — Preferred stock, available-for-sale 1,727 1,727 — — — Mutual funds, available-for-sale 11,717 11,717 — — — Total investments, available-for-sale 135,745 26,758 108,987 — — Other investments 12,087 — — 2,692 9,395 Cash and cash equivalents 107,207 107,207 — — — Total $ 255,039 $ 133,965 $ 108,987 $ 2,692 $ 9,395 Fair Value Measurements Using Quoted Prices Significant in Active Other Significant Proportionate Markets for Observable Unobservable Share of Identical Assets Inputs Inputs Net Assets December 31, 2014 Total (Level 1) (Level 2) (Level 3) (NAV) Fixed maturities, available-for-sale: U.S. government and agencies $ 8,290 $ 8,290 $ — $ — $ — State 725 — 725 — — Political subdivisions 506 — 506 — — Revenue and assessment 16,360 — 16,360 — — Corporate bonds 75,119 — 75,119 — — Collateralized mortgage obligations: Agency backed 4,807 — 4,807 — — Non-agency backed – residential 4,137 — 4,137 — — Non-agency backed – commercial 3,078 — 3,078 — — Total fixed maturities, available-for-sale 113,022 8,290 104,732 — — Preferred stock, available-for-sale 1,767 1,767 — — — Mutual funds, available-for-sale 10,296 10,296 — — — Total investments, available-for-sale 125,085 20,353 104,732 — — Other investment 10,530 — — 947 9,583 Cash and cash equivalents 102,429 102,429 — — — Total $ 238,044 $ 122,782 $ 104,732 $ 947 $ 9,583 The fair values of the Company’s investments are determined by management after taking into consideration available sources of data. All of the portfolio valuations classified as Level 1 or Level 2 in the above tables are priced exclusively by utilizing the services of independent pricing sources using observable market data. The Level 2 classified security valuations are obtained from a single independent pricing service. The Level 3 classified security in the table above consists of an investment in the common stock of a real estate investment trust for which fair value has been determined using a model driven valuation that does not have observable market data. There were no transfers between Level 1 and Level 2 for the three and nine months ended September 30, 2015 and 2014. The Company’s policy is to recognize transfers between levels at the end of the reporting period based on specific identification. The Company has not made any adjustments to the prices obtained from the independent pricing sources. The Company has reviewed the pricing techniques and methodologies of the independent pricing service for Level 2 investments and believes that its policies adequately consider market activity, either based on specific transactions for the security valued or based on modeling of securities with similar credit quality, duration, yield and structure that were recently traded. The Company monitored security-specific valuation trends and has made inquiries with the pricing service about material changes or the absence of expected changes to understand the underlying factors and inputs and to validate the reasonableness of the pricing. Likewise, the Company reviews the Level 3 valuation model to understand the underlying factors and inputs and to validate the reasonableness of the pricing. The following table represents the quantitative disclosure for the asset classified as Level 3 during the nine months ended September 30, 2015 (in thousands). Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Stock at Fair Value Balance at December 31, 2014 $ 947 Gains included in net income — Gains included in comprehensive income 95 Investments and capital calls 1,650 Distributions received — Transfers into and out of Level 3 — Balance at September 30, 2015 $ 2,692 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | 3. Investments Investments, Available-for-Sale The following tables summarize the Company’s investment securities (in thousands). Gross Gross Amortized Unrealized Unrealized Fair September 30, 2015 Cost Gains Losses Value U.S. government and agencies $ 13,037 $ 277 $ — $ 13,314 State 698 5 — 703 Political subdivisions 499 — — 499 Revenue and assessment 12,544 936 — 13,480 Corporate bonds 84,579 2,279 (669 ) 86,189 Collateralized mortgage obligations: Agency backed 1,734 93 — 1,827 Non-agency backed – residential 3,054 618 (2 ) 3,670 Non-agency backed – commercial 2,009 610 — 2,619 Total fixed maturities, available-for-sale 118,154 4,818 (671 ) 122,301 Preferred stock, available-for-sale 1,500 227 — 1,727 Mutual funds, available-for-sale 11,960 49 (292 ) 11,717 $ 131,614 $ 5,094 $ (963 ) $ 135,745 Gross Gross Amortized Unrealized Unrealized Fair December 31, 2014 Cost Gains Losses Value U.S. government and agencies $ 8,039 $ 277 $ (26 ) $ 8,290 State 698 27 — 725 Political subdivisions 500 6 — 506 Revenue and assessment 14,856 1,522 (18 ) 16,360 Corporate bonds 73,051 2,698 (630 ) 75,119 Collateralized mortgage obligations: Agency backed 4,647 160 — 4,807 Non-agency backed – residential 3,513 624 — 4,137 Non-agency backed – commercial 2,414 664 — 3,078 Total fixed maturities, available-for-sale 107,718 5,978 (674 ) 113,022 Preferred stock, available-for-sale 1,500 267 — 1,767 Mutual funds, available-for-sale 9,901 403 (8 ) 10,296 $ 119,119 $ 6,648 $ (682 ) $ 125,085 The following table sets forth the scheduled maturities of the Company’s fixed maturity securities based on their fair values (in thousands). Actual maturities may differ from contractual maturities because certain securities may be called or prepaid by the issuers. Securities Securities Securities with No All with with Unrealized Fixed Unrealized Unrealized Gains or Maturity September 30, 2015 Gains Losses Losses Securities One year or less $ 11,067 $ — $ — $ 11,067 After one through five years 24,166 8,770 — 32,936 After five through ten years 29,276 30,152 500 59,928 After ten years 10,254 — — 10,254 No single maturity date 7,922 194 — 8,116 $ 82,685 $ 39,116 $ 500 $ 122,301 The following table reflects the number of fixed maturity securities with gross unrealized gains and losses. Gross unrealized losses are further segregated by the length of time that individual securities have been in a continuous unrealized loss position. Gross Unrealized Losses Less than Greater Gross or equal to than 12 Unrealized At: 12 months months Gains September 30, 2015 18 4 79 December 31, 2014 9 9 80 The following tables reflect the fair value and gross unrealized losses of those fixed maturity securities in a continuous unrealized loss position for greater than 12 months. Gross unrealized losses are further segregated by the percentage of amortized cost (in thousands, except number of securities). Number Gross Gross Unrealized Losses of Fair Unrealized at September 30, 2015: Securities Value Losses Less than or equal to 10% 4 $ 7,796 (165 ) Greater than 10% — — — 4 $ 7,796 $ (165 ) Number Gross Gross Unrealized Losses of Fair Unrealized at December 31, 2014: Securities Value Losses Less than or equal to 10% 9 $ 20,567 $ (592 ) Greater than 10% — — — 9 $ 20,567 $ (592 ) The following tables set forth the amount of gross unrealized losses by current severity (as compared to amortized cost) and length of time that individual securities have been in a continuous unrealized loss position (in thousands). Fair Value of Securities with Length of Gross Gross Severity of Gross Unrealized Losses Gross Unrealized Losses Unrealized Unrealized Less 5% to Greater at September 30, 2015: Losses Losses than 5% 10% than 10% Less than or equal to: Three months $ 14,736 $ (180 ) $ (180 ) $ — $ — Six months 18,036 (379 ) (254 ) (124 ) (1 ) Nine months 7,857 (239 ) (239 ) — — Twelve months — — — — — Greater than twelve months 7,796 (165 ) (165 ) — — Total $ 48,425 $ (963 ) $ (838 ) $ (124 ) $ (1 ) Fair Value of Securities with Length of Gross Gross Severity of Gross Unrealized Losses Gross Unrealized Losses Unrealized Unrealized Less 5% to Greater at December 31, 2014: Losses Losses than 5% 10% than 10% Less than or equal to: Three months $ 17,505 $ (90 ) $ (90 ) $ — $ — Six months — — — — — Nine months — — — — — Twelve months — — — — — Greater than twelve months 20,567 (592 ) (592 ) — — Total $ 38,072 $ (682 ) $ (682 ) $ — $ — Other-Than-Temporary Impairment The determination of whether unrealized losses are “other-than-temporary” requires judgment based on subjective as well as objective factors. The Company routinely monitors its investment portfolio for changes in fair value that might indicate potential impairments and performs detailed reviews on such securities. Changes in fair value are evaluated to determine the extent to which such changes are attributable to (i) fundamental factors specific to the issuer or (ii) market-related factors such as interest rates or sector declines. The Company believes that the securities having unrealized losses at September 30, 2015 were not other-than-temporarily impaired. The Company also does not intend to sell any of these securities and it is more likely than not that the Company will not be required to sell any of these securities before the recovery of their amortized cost basis. Other Investments Other investments consist of the common stock of a real estate investment trust and limited partnership interests in three funds that invest in (i) commercial real estate and secured commercial real estate loans acquired from financial intuitions, (ii) small balance distressed secured loans and debt securities and (iii) undervalued international publicly-traded equities. These investments have redemption and transfer restrictions. The Company has started the withdrawal process for one of the limited partnership investments which will take place over a twelve-month period in 25% increments. The Company does not intend to sell the remaining investments, and it is more likely than not that the Company will not be required to sell them before the expiration of such restrictions. At September 30, 2015, the Company had unfunded commitments of $0.5 million with two of these investments. Restrictions At September 30, 2015, fixed maturities and cash equivalents with a fair value of $6.3 million were on deposit with various insurance departments as a requirement of doing business in those states. Cash equivalents with a fair value and amortized cost of $9.4 million were on deposit with another insurance company as collateral for an assumed reinsurance contract. Investment Income and Net Realized Gains and Losses The major categories of investment income follow (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Fixed maturities, available-for-sale $ 1,077 $ 1,089 $ 3,131 $ 3,442 Mutual funds, available-for-sale 164 151 457 458 Other investments (27 ) (29 ) 301 248 Other 56 54 174 156 Investment expenses (126 ) (123 ) (368 ) (368 ) $ 1,144 $ 1,142 $ 3,695 $ 3,936 The components of net realized (losses) gains on investments, available-for-sale at fair value follow (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Gains $ - $ - $ 3 $ 85 Losses (6 ) (4 ) (16 ) (49 ) $ (6 ) $ (4 ) $ (13 ) $ 36 Realized gains and losses on sales and redemptions are computed based on specific identification. The non-credit related portion of other-than-temporary impairment (“OTTI”) is included in other comprehensive income (loss). The amounts of non-credit OTTI for securities still owned was $0.9 million for non-agency backed residential collateralized mortgage obligations (“CMOs”) and $0.2 million related to non-agency backed commercial CMOs at both September 30, 2015 and 2014. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 4. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Net income (loss) $ (3,018 ) $ 2,120 $ (2,217 ) $ 6,100 Weighted average common basic shares 41,041 40,995 41,026 40,981 Effect of dilutive securities - 302 - 304 Weighted average common dilutive shares 41,041 41,297 41,026 41,285 Basic and diluted net income (loss) per share $ (0.07 ) $ 0.05 $ (0.05 ) $ 0.15 For the three and nine months ended September 30, 2015, the computation of diluted net loss per share did not include options to purchase 825 thousand shares, a dilutive effect of 335 thousand shares and 324 thousand shares, respectively, since their inclusion would have been anti-dilutive. Options to purchase 260 thousand shares were not included in the computation of diluted net loss per share for the three and nine months ended September 30, 2015, since their exercise price was in excess of the average stock prices for these periods. On March 10, 2015, the Compensation Committee of the Board of Directors of the Company awarded 141 thousand restricted stock units to executive officers. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable upon the third anniversary of the date of grant. Compensation expense related to the units was calculated based upon the closing market price of the common stock on the date of grant ($2.44) and is recorded on a straight-line basis over the vesting period. For the three and nine months ended September 30, 2015, the computation of diluted net loss per share did not include these units, a dilutive effect of 30 thousand and 19 thousand shares, respectively, since their inclusion would have been anti-dilutive.. For the three and nine months ended September 30, 2014, the computation of diluted net income per share included 5 thousand shares of unvested restricted common stock and exercisable options to purchase 825 thousand shares that had a dilutive effect of 297 thousand shares and 299 thousand shares, respectively. Options to purchase 345 thousand shares were not included in the computation of diluted net income per share for the three and nine months ended September 30, 2014, since their exercise prices were in excess of the average stock prices for these periods. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The provision (benefit) for income taxes consisted of the following (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Federal: Current $ (30 ) $ 80 $ 21 $ 170 Deferred (1,467 ) — (1,065 ) (1 ) (1,497 ) 80 (1,044 ) 169 State: Current 43 176 277 376 Deferred (52 ) 1 (46 ) 2 (9 ) 177 231 378 $ (1,506 ) $ 257 $ (813 ) $ 547 The provision (benefit) for income taxes differs from the amounts computed by applying the statutory federal corporate tax rate of 35% to income (loss) before income taxes as a result of the following (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Provision (benefit) for income taxes at statutory rate $ (1,584 ) $ 832 $ (1,061 ) $ 2,327 Tax effect of: Tax-exempt investment income (5 ) (5 ) (15 ) (16 ) Change in the beginning of the period balance of the valuation allowance for deferred tax assets allocated to federal income taxes 6 (760 ) 8 (2,216 ) Stock-based compensation — 3 22 48 State income taxes, net of federal income tax benefit and state valuation allowance (24 ) 177 134 378 Other 101 10 99 26 $ (1,506 ) $ 257 $ (813 ) $ 547 The Company had a deferred tax asset valuation allowance of approximately $1.8 million at both September 30, 2015 and December 31, 2014, relating to certain amounts that are more likely than not to be realized. The change in the valuation allowance for nine months ended September 30, 2015 was not material. At September 30, 2014 the Company had a full valuation allowance against its deferred tax asset based upon past negative evidence in the form of historical taxable losses. Based upon positive evidence from recent taxable income and the Company’s outlook for future profitability, the deferred tax asset valuation allowance was adjusted at December 31, 2014 to include only the certain amounts referred to above. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 6. Segment Information The Company operates in two business segments with its primary focus being the selling, servicing and underwriting of non-standard personal automobile insurance. The real estate and corporate segment consists of the activities related to the disposition of foreclosed real estate held for sale, interest expense associated with all debt and other general corporate overhead expenses. The insurance segment includes the former Titan retail locations since their July 1, 2015 acquisition. See Note 9 for additional information on this business combination. The following table presents selected financial data by business segment (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues: Insurance $ 87,604 $ 65,588 $ 243,307 $ 195,221 Real estate and corporate 16 16 50 45 Consolidated total $ 87,620 $ 65,604 $ 243,357 $ 195,266 Income (loss) before income taxes: Insurance $ (3,156 ) $ 3,071 $ (166 ) $ 8,750 Real estate and corporate (1,368 ) (694 ) (2,864 ) (2,103 ) Consolidated total $ (4,524 ) $ 2,377 $ (3,030 ) $ 6,647 September 30, December 31, 2015 2014 Total assets: Insurance $ 376,117 $ 302,529 Real estate and corporate 27,399 25,916 Consolidated total $ 403,516 $ 328,445 |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Litigation | 7. Litigation The Company is named as a defendant in various lawsuits, arising in the ordinary course of business, generally relating to its insurance operations. All legal actions relating to claims made under insurance policies are considered by the Company in establishing its loss and loss adjustment expense reserves. The Company also faces lawsuits from time to time that seek damages beyond policy limits, commonly known as bad faith claims, as well as class action and individual lawsuits that involve issues arising in the course of the Company’s business. The Company continually evaluates potential liabilities and reserves for litigation of these types using the criteria established by FASB ASC 450, Contingencies In January 2014, one current and three former employees filed a collective action lawsuit against the Company in the U.S. District Court for the Middle District of Tennessee. The suit Lykins, et al. v. First Acceptance Corporation, et al., alleged the Company violated the Fair Labor Standards Act by misclassifying its insurance agents as exempt employees. Plaintiffs sought unpaid wages, liquidated damages, overtime, attorneys’ fees and costs. Thompson v. First Acceptance Corporation, et al., was later filed by eight individuals who presented opt-in consent forms after the notice period of the first case. These plaintiffs were also seeking unpaid overtime. The Company answered both plaintiffs’ complaints and denied all of the allegations contained therein. In April 2014, the class of agents from both cases was conditionally certified and a notice regarding the cases was sent to all potential class members. A total of 235 individuals chose to participate in the cases during the opt-in period. The Company disagreed with the allegations in these lawsuits and believed that it was able to present a vigorous defense. Since any such litigation would likely have a lengthy duration and require the Company to incur significant legal expense, on August 17, 2015 the Company and the plaintiffs entered into a memorandum of understanding (“MOU”) regarding a proposed settlement of all claims. The MOU provides, among other things, that the parties will seek to enter into a stipulation of settlement providing for the release and dismissal of all asserted claims in exchange for an aggregate payment $3.2 million by the Company (the "Stipulation of Settlement"). The Stipulation of Settlement, when completed, will be filed with the court and will be subject to the court’s approval. As of September 30, 2015, an accrual of $3.3 million for the estimated settlement costs and other related expenses associated with this settlement is included within accrued expenses in the consolidated balance sheet. The total financial impact of this litigation on the Company, including the aggregate settlement payment, related payroll taxes and the Company’s legal costs in connection with the defense of the litigation, has been presented separately in the consolidated statements of comprehensive income (loss) under the litigation settlement expense line item for all periods presented. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 8. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) jointly issued a new revenue recognition standard, Accounting Standard Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers,” In May 2014, the FASB issued ASU No. 2015-09, “ Financial Services-Insurance (Topic 944): Disclosures about Short-Duration Contracts” In April 2015, the FASB issued ASU No. 2015-03, “ Interest-Imputation of Interest” In April 2015, the FASB issued ASU No. 2015-05, “ Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” In May 2015, the FASB issued ASU No. 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” In September 2015, the FASB issued ASU No. 2015-16, “Business Combination (Topic 805): Simplifying the Accounting for Measurement-period Adjustments” |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination and Term Loan from Principal Stockholder | 9. Business Combination Acquisition of the Titan Agencies On July 1, 2015, in order to expand its geographic presence, the Company completed the acquisition of certain assets of Titan Insurance Services, Inc. and Titan Auto Insurance of New Mexico, Inc. (the “Titan Agencies”). These agencies sell private passenger non-standard automobile insurance and complimentary products, principally in California, but also in Texas, Arizona, Florida, Nevada and New Mexico. The Titan Agencies were previously owned and operated by Nationwide. Pursuant to the Asset Purchase Agreement (the “APA”), the Company acquired the assets of 83 retail stores for total consideration of $36.0 million, which includes liabilities assumed of $2.3 million. The Company has accounted for the acquisition as a business combination applying the acquisition method. In connection with this acquisition, the Company also entered into an insurance agency contract with the parent company of the sellers under which it anticipates writing some of the business produced through these retail locations. In addition, the Company entered into a transaction services agreement with the parent company through December 31, 2015 to assist in the transition of the acquired operations. Financing the Acquisition To finance this acquisition, on June 29, 2015, the Company borrowed the full amount under a $30 million Loan Agreement (the “Loan Agreement”) with Diamond Family Investments, LP, an affiliate of Gerald J. Ford, the Company’s controlling stockholder. The Loan Agreement provided a $30 million interest-only senior term loan facility, maturing in full on June 29, 2025. Commencing June 29, 2016, the Company has the right to prepay the loan in whole or in part, in cash, without premium or penalty, upon written notice to the lender. Amounts prepaid under the Loan Agreement may not be reborrowed. The term loan outstanding under the Loan Agreement bears interest at a rate of 8% per annum. The Loan Agreement contains certain representations, warranties and covenants. The Loan Agreement also contains customary events of default, including but not limited to: nonpayment; material inaccuracy of representations and warranties; violations of covenants; cross-default to material indebtedness; certain material judgments; certain bankruptcies and liquidations; invalidity of the loan documents and related events; and a change of control (as defined in the Loan Agreement). The loan is presented in the accompanying financial statements net of unamortized loan issuance costs of $0.3 million. Purchase Price Allocation The following table summarizes the estimated fair value of the assets acquired at the date of acquisition: Tangible assets $ 1,847 Identifiable intangible asset 4,000 Goodwill 30,200 Total assets acquired 36,047 Less: liabilities assumed (2,277 ) Total cash paid $ 33,770 The identifiable intangible asset represents policy renewal rights and customer relationships. The fair value was determined using an “excess earnings” method that relied on projected future net cash flows including key assumptions for the customer retention and renewal rates. Accordingly, amortization will be recorded over 7.5 years on an accelerated basis and will decline in subsequent years in proportion to projected policy expirations. For the three months ended September 30, 2015, $0.2 million relating to the identifiable intangible asset was amortized against income. Goodwill and the identifiable intangible asset from this acquisition will be deductible for tax purposes. Liabilities assumed included a $2.0 million estimate of the expected liability for returned commissions as of the closing date. This liability is subject to change based on the actual amount of returned commissions. This, or any other change in the fair value determinations, would result in an adjustment to goodwill. The results of the acquired retail locations have been included in the Company’s consolidated financial statements from the July 1, In the future, the Company will be required to perform periodic impairment tests of the goodwill and the identifiable intangible asset which may result in impairment charges to these assets should any impairment indicators arise. Pro Forma Information The following unaudited pro forma combined statement of loss for the nine months ended September 30, 2015 and statements of income for the three and nine months ended September 30, 2014 are based on our historical consolidated financial statements and give effect to the acquisition of the Titan Agencies as if it had occurred on January 1, 2014. The Company’s historical results for the nine months ended September 30, 2015 includes the results of the former Titan Agencies for the three months since the July 1, 2015 acquisition date. The pro forma adjustments, including interest expense on the debt incurred to finance the acquisition, reflect the combined results as if the acquisition occurred on January 1, 2014. There are no adjustments for the effect of any future synergies that could be achieved as a result of the acquisition. The pro forma combined financial statements do not necessarily reflect what the combined results of operations would have been had the acquisition occurred on the date indicated. They also may not be useful in predicting the future combined results of operations. The actual combined results of operations may differ significantly from the combined pro forma amounts reflected herein due to a variety of factors. Pro Forma Statement of Loss Nine Months Ended September 30, 2015 Company Historical Titan Agencies Historical Six Months Ended June 30, 2015 Pro Forma Adjustments Pro Forma Combined Revenues: Premiums earned $ 197,423 $ - $ - $ 197,423 Commission and fee income 42,252 14,547 - 56,799 Investment income 3,695 - - 3,695 Net realized losses on investments, available-for-sale (13 ) - - (13 ) 243,357 14,547 - 257,904 Costs and expenses: Losses and loss adjustment expenses 160,304 - - 160,304 Insurance operating expenses 78,039 14,555 (180 ) (a) 92,414 Other operating expenses 881 - - 881 Litigation settlement 3,645 - - 3,645 Stock-based compensation 109 - - 109 Depreciation 1,224 - 50 (b) 1,274 Amortization of identifiable intangibles assets 261 - 387 (c) 648 Interest expense 1,924 - 1,193 (d) 3,117 246,387 14,555 1,450 262,392 Loss before income taxes (3,030 ) (8 ) (1,450 ) (4,488 ) Income tax benefit (813 ) (3 ) (580 ) (e) (1,396 ) Net loss per share: $ (2,217 ) $ (5 ) $ (870 ) $ (3,092 ) Net loss per share: Basic $ (0.05 ) $ (0.08 ) Diluted $ (0.05 ) $ (0.08 ) Number of shares used to calculate net loss per share: Basic 41,026 41,026 Diluted 41,026 41,026 Pro Forma Statement of Income Three Months Ended September 30, 2014 Company Historical Titan Agencies Historical Pro Forma Adjustments Pro Forma Combined Revenues: Premiums earned $ 54,369 $ - $ - $ 54,369 Commission and fee income 10,097 7,223 - 17,320 Investment income 1,142 - - 1,142 Net realized losses on investments, available-for-sale (4 ) - - (4 ) 65,604 7,223 - 72,827 Costs and expenses: Losses and loss adjustment expenses 41,440 - - 41,440 Insurance operating expenses 20,624 6,377 - 27,001 Other operating expenses 244 - - 244 Litigation settlement 30 - - 30 Stock-based compensation 39 - - 39 Depreciation 423 - 25 (b) 448 Amortization of identifiable intangibles assets - - 228 (c) 228 Interest expense 427 - 613 (d) 1,040 63,227 6,377 866 70,470 Income before income taxes 2,377 846 (866 ) 2,357 Provision for income taxes 257 338 (346 ) (e) 249 Net income $ 2,120 $ 508 $ (520 ) $ 2,108 Net income per share: Basic $ 0.05 $ 0.05 Diluted $ 0.05 $ 0.05 Number of shares used to calculate net income per share: Basic 40,995 40,995 Diluted 41,297 41,297 Pro Forma Statement of Income Nine Months Ended September 30, 2014 Company Historical Titan Agencies Historical Pro Forma Adjustments Pro Forma Combined Revenues: Premiums earned $ 161,971 $ - $ - $ 161,971 Commission and fee income 29,323 21,926 - 51,249 Investment income 3,936 - - 3,936 Net realized gains on investments, available-for-sale 36 - - 36 195,266 21,926 - 217,192 Costs and expenses: Losses and loss adjustment expenses 119,323 - - 119,323 Insurance operating expenses 65,739 21,073 - 86,812 Other operating expenses 722 - - 722 Litigation settlement 106 - - 106 Stock-based compensation 151 - - 151 Depreciation 1,303 - 75 (b) 1,378 Amortization of identifiable intangibles assets - - 715 (c) 715 Interest expense 1,275 - 1,820 (d) 3,095 188,619 21,073 2,610 212,302 Income before income taxes 6,647 853 (2,610 ) 4,890 Provision (benefit) for income taxes 547 341 (1,044 ) (e) (156 ) Net income $ 6,100 $ 512 $ (1,566 ) $ 5,046 Net income per share: Basic $ 0.15 $ 0.12 Diluted $ 0.15 $ 0.12 Number of shares used to calculate net income per share: Basic 40,981 40,981 Diluted 41,285 41,285 Pro forma adjustments The following adjustments have been reflected in the unaudited pro forma combined financial information. (a) Elimination of acquisition costs incurred (b) Depreciation expense related to acquired tangible asset (c) Amortization expense related to acquired identifiable intangible asset (d) Interest expense related to acquisition financing (e) Calculated income tax effect of pro forma adjustments at the estimated combined federal and state statutory rate of 40% |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Presentation of Carrying Values and Fair Values of Certain of Company's Financial Instruments | The carrying values and fair values of certain of the Company’s financial instruments were as follows (in thousands). September 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Value Value Value Value Assets: Investments, available-for-sale $ 135,745 $ 135,745 $ 125,085 $ 125,085 Other investments 12,087 12,087 10,530 10,530 Liabilities: Debentures payable 40,245 20,896 40,211 19,606 Term loan from principal stockholder 29,747 31,128 - - |
Presentation of Fair-Value Measurements for Each Major Category of Assets Measured on Recurring Basis | The following tables present the fair-value measurements for each major category of assets that are measured on a recurring basis (in thousands). Fair Value Measurements Using Quoted Prices Significant in Active Other Significant Proportionate Markets for Observable Unobservable Share of Identical Assets Inputs Inputs Net Assets September 30, 2015 Total (Level 1) (Level 2) (Level 3) (NAV) Fixed maturities, available-for-sale: U.S. government and agencies $ 13,314 $ 13,314 $ — $ — $ — State 703 — 703 — — Political subdivisions 499 — 499 — — Revenue and assessment 13,480 — 13,480 — — Corporate bonds 86,189 — 86,189 — — Collateralized mortgage obligations: Agency backed 1,827 — 1,827 — — Non-agency backed – residential 3,670 — 3,670 — — Non-agency backed – commercial 2,619 — 2,619 — — Total fixed maturities, available-for-sale 122,301 13,314 108,987 — — Preferred stock, available-for-sale 1,727 1,727 — — — Mutual funds, available-for-sale 11,717 11,717 — — — Total investments, available-for-sale 135,745 26,758 108,987 — — Other investments 12,087 — — 2,692 9,395 Cash and cash equivalents 107,207 107,207 — — — Total $ 255,039 $ 133,965 $ 108,987 $ 2,692 $ 9,395 Fair Value Measurements Using Quoted Prices Significant in Active Other Significant Proportionate Markets for Observable Unobservable Share of Identical Assets Inputs Inputs Net Assets December 31, 2014 Total (Level 1) (Level 2) (Level 3) (NAV) Fixed maturities, available-for-sale: U.S. government and agencies $ 8,290 $ 8,290 $ — $ — $ — State 725 — 725 — — Political subdivisions 506 — 506 — — Revenue and assessment 16,360 — 16,360 — — Corporate bonds 75,119 — 75,119 — — Collateralized mortgage obligations: Agency backed 4,807 — 4,807 — — Non-agency backed – residential 4,137 — 4,137 — — Non-agency backed – commercial 3,078 — 3,078 — — Total fixed maturities, available-for-sale 113,022 8,290 104,732 — — Preferred stock, available-for-sale 1,767 1,767 — — — Mutual funds, available-for-sale 10,296 10,296 — — — Total investments, available-for-sale 125,085 20,353 104,732 — — Other investment 10,530 — — 947 9,583 Cash and cash equivalents 102,429 102,429 — — — Total $ 238,044 $ 122,782 $ 104,732 $ 947 $ 9,583 |
Quantitative Disclosure for Assets Classified as Level 3 | The following table represents the quantitative disclosure for the asset classified as Level 3 during the nine months ended September 30, 2015 (in thousands). Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Stock at Fair Value Balance at December 31, 2014 $ 947 Gains included in net income — Gains included in comprehensive income 95 Investments and capital calls 1,650 Distributions received — Transfers into and out of Level 3 — Balance at September 30, 2015 $ 2,692 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Company's Investment Securities | The following tables summarize the Company’s investment securities (in thousands). Gross Gross Amortized Unrealized Unrealized Fair September 30, 2015 Cost Gains Losses Value U.S. government and agencies $ 13,037 $ 277 $ — $ 13,314 State 698 5 — 703 Political subdivisions 499 — — 499 Revenue and assessment 12,544 936 — 13,480 Corporate bonds 84,579 2,279 (669 ) 86,189 Collateralized mortgage obligations: Agency backed 1,734 93 — 1,827 Non-agency backed – residential 3,054 618 (2 ) 3,670 Non-agency backed – commercial 2,009 610 — 2,619 Total fixed maturities, available-for-sale 118,154 4,818 (671 ) 122,301 Preferred stock, available-for-sale 1,500 227 — 1,727 Mutual funds, available-for-sale 11,960 49 (292 ) 11,717 $ 131,614 $ 5,094 $ (963 ) $ 135,745 Gross Gross Amortized Unrealized Unrealized Fair December 31, 2014 Cost Gains Losses Value U.S. government and agencies $ 8,039 $ 277 $ (26 ) $ 8,290 State 698 27 — 725 Political subdivisions 500 6 — 506 Revenue and assessment 14,856 1,522 (18 ) 16,360 Corporate bonds 73,051 2,698 (630 ) 75,119 Collateralized mortgage obligations: Agency backed 4,647 160 — 4,807 Non-agency backed – residential 3,513 624 — 4,137 Non-agency backed – commercial 2,414 664 — 3,078 Total fixed maturities, available-for-sale 107,718 5,978 (674 ) 113,022 Preferred stock, available-for-sale 1,500 267 — 1,767 Mutual funds, available-for-sale 9,901 403 (8 ) 10,296 $ 119,119 $ 6,648 $ (682 ) $ 125,085 |
Scheduled Maturities of Company's Fixed Maturity Securities Based on their Fair Values | The following table sets forth the scheduled maturities of the Company’s fixed maturity securities based on their fair values (in thousands). Actual maturities may differ from contractual maturities because certain securities may be called or prepaid by the issuers. Securities Securities Securities with No All with with Unrealized Fixed Unrealized Unrealized Gains or Maturity September 30, 2015 Gains Losses Losses Securities One year or less $ 11,067 $ — $ — $ 11,067 After one through five years 24,166 8,770 — 32,936 After five through ten years 29,276 30,152 500 59,928 After ten years 10,254 — — 10,254 No single maturity date 7,922 194 — 8,116 $ 82,685 $ 39,116 $ 500 $ 122,301 |
Number of Fixed Maturity Securities with Gross Unrealized Gains and Losses | The following table reflects the number of fixed maturity securities with gross unrealized gains and losses. Gross unrealized losses are further segregated by the length of time that individual securities have been in a continuous unrealized loss position. Gross Unrealized Losses Less than Greater Gross or equal to than 12 Unrealized At: 12 months months Gains September 30, 2015 18 4 79 December 31, 2014 9 9 80 |
Fair Value and Gross Unrealized Losses of Fixed Maturity Securities in Continuous Unrealized Loss Position for Greater than 12 Months | The following tables reflect the fair value and gross unrealized losses of those fixed maturity securities in a continuous unrealized loss position for greater than 12 months. Gross unrealized losses are further segregated by the percentage of amortized cost (in thousands, except number of securities). Number Gross Gross Unrealized Losses of Fair Unrealized at September 30, 2015: Securities Value Losses Less than or equal to 10% 4 $ 7,796 (165 ) Greater than 10% — — — 4 $ 7,796 $ (165 ) Number Gross Gross Unrealized Losses of Fair Unrealized at December 31, 2014: Securities Value Losses Less than or equal to 10% 9 $ 20,567 $ (592 ) Greater than 10% — — — 9 $ 20,567 $ (592 ) |
Gross Unrealized Losses by Current Severity and Length of Time that Individual Securities have been in Continuous Unrealized Loss Position | The following tables set forth the amount of gross unrealized losses by current severity (as compared to amortized cost) and length of time that individual securities have been in a continuous unrealized loss position (in thousands). Fair Value of Securities with Length of Gross Gross Severity of Gross Unrealized Losses Gross Unrealized Losses Unrealized Unrealized Less 5% to Greater at September 30, 2015: Losses Losses than 5% 10% than 10% Less than or equal to: Three months $ 14,736 $ (180 ) $ (180 ) $ — $ — Six months 18,036 (379 ) (254 ) (124 ) (1 ) Nine months 7,857 (239 ) (239 ) — — Twelve months — — — — — Greater than twelve months 7,796 (165 ) (165 ) — — Total $ 48,425 $ (963 ) $ (838 ) $ (124 ) $ (1 ) Fair Value of Securities with Length of Gross Gross Severity of Gross Unrealized Losses Gross Unrealized Losses Unrealized Unrealized Less 5% to Greater at December 31, 2014: Losses Losses than 5% 10% than 10% Less than or equal to: Three months $ 17,505 $ (90 ) $ (90 ) $ — $ — Six months — — — — — Nine months — — — — — Twelve months — — — — — Greater than twelve months 20,567 (592 ) (592 ) — — Total $ 38,072 $ (682 ) $ (682 ) $ — $ — |
Major Categories of Investment Income | The major categories of investment income follow (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Fixed maturities, available-for-sale $ 1,077 $ 1,089 $ 3,131 $ 3,442 Mutual funds, available-for-sale 164 151 457 458 Other investments (27 ) (29 ) 301 248 Other 56 54 174 156 Investment expenses (126 ) (123 ) (368 ) (368 ) $ 1,144 $ 1,142 $ 3,695 $ 3,936 |
Components of Net Realized Gains (Losses) on Investments, Available-For-Sale at Fair Value | The components of net realized (losses) gains on investments, available-for-sale at fair value follow (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Gains $ - $ - $ 3 $ 85 Losses (6 ) (4 ) (16 ) (49 ) $ (6 ) $ (4 ) $ (13 ) $ 36 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Net income (loss) $ (3,018 ) $ 2,120 $ (2,217 ) $ 6,100 Weighted average common basic shares 41,041 40,995 41,026 40,981 Effect of dilutive securities - 302 - 304 Weighted average common dilutive shares 41,041 41,297 41,026 41,285 Basic and diluted net income (loss) per share $ (0.07 ) $ 0.05 $ (0.05 ) $ 0.15 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes consisted of the following (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Federal: Current $ (30 ) $ 80 $ 21 $ 170 Deferred (1,467 ) — (1,065 ) (1 ) (1,497 ) 80 (1,044 ) 169 State: Current 43 176 277 376 Deferred (52 ) 1 (46 ) 2 (9 ) 177 231 378 $ (1,506 ) $ 257 $ (813 ) $ 547 |
Provision (Benefit) for Income Taxes Differs from Amounts Computed by Applying Statutory Federal Corporate Tax Rate | The provision (benefit) for income taxes differs from the amounts computed by applying the statutory federal corporate tax rate of 35% to income (loss) before income taxes as a result of the following (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Provision (benefit) for income taxes at statutory rate $ (1,584 ) $ 832 $ (1,061 ) $ 2,327 Tax effect of: Tax-exempt investment income (5 ) (5 ) (15 ) (16 ) Change in the beginning of the period balance of the valuation allowance for deferred tax assets allocated to federal income taxes 6 (760 ) 8 (2,216 ) Stock-based compensation — 3 22 48 State income taxes, net of federal income tax benefit and state valuation allowance (24 ) 177 134 378 Other 101 10 99 26 $ (1,506 ) $ 257 $ (813 ) $ 547 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Selected Financial Data by Business Segment | The following table presents selected financial data by business segment (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues: Insurance $ 87,604 $ 65,588 $ 243,307 $ 195,221 Real estate and corporate 16 16 50 45 Consolidated total $ 87,620 $ 65,604 $ 243,357 $ 195,266 Income (loss) before income taxes: Insurance $ (3,156 ) $ 3,071 $ (166 ) $ 8,750 Real estate and corporate (1,368 ) (694 ) (2,864 ) (2,103 ) Consolidated total $ (4,524 ) $ 2,377 $ (3,030 ) $ 6,647 September 30, December 31, 2015 2014 Total assets: Insurance $ 376,117 $ 302,529 Real estate and corporate 27,399 25,916 Consolidated total $ 403,516 $ 328,445 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Value of Asset Acquired At The Date of Acquisition | The following table summarizes the estimated fair value of the assets acquired at the date of acquisition: Tangible assets $ 1,847 Identifiable intangible asset 4,000 Goodwill 30,200 Total assets acquired 36,047 Less: liabilities assumed (2,277 ) Total cash paid $ 33,770 |
Business Combination Pro Forma Information | Pro Forma Statement of Loss Nine Months Ended September 30, 2015 Company Historical Titan Agencies Historical Six Months Ended June 30, 2015 Pro Forma Adjustments Pro Forma Combined Revenues: Premiums earned $ 197,423 $ - $ - $ 197,423 Commission and fee income 42,252 14,547 - 56,799 Investment income 3,695 - - 3,695 Net realized losses on investments, available-for-sale (13 ) - - (13 ) 243,357 14,547 - 257,904 Costs and expenses: Losses and loss adjustment expenses 160,304 - - 160,304 Insurance operating expenses 78,039 14,555 (180 ) (a) 92,414 Other operating expenses 881 - - 881 Litigation settlement 3,645 - - 3,645 Stock-based compensation 109 - - 109 Depreciation 1,224 - 50 (b) 1,274 Amortization of identifiable intangibles assets 261 - 387 (c) 648 Interest expense 1,924 - 1,193 (d) 3,117 246,387 14,555 1,450 262,392 Loss before income taxes (3,030 ) (8 ) (1,450 ) (4,488 ) Income tax benefit (813 ) (3 ) (580 ) (e) (1,396 ) Net loss per share: $ (2,217 ) $ (5 ) $ (870 ) $ (3,092 ) Net loss per share: Basic $ (0.05 ) $ (0.08 ) Diluted $ (0.05 ) $ (0.08 ) Number of shares used to calculate net loss per share: Basic 41,026 41,026 Diluted 41,026 41,026 Pro Forma Statement of Income Three Months Ended September 30, 2014 Company Historical Titan Agencies Historical Pro Forma Adjustments Pro Forma Combined Revenues: Premiums earned $ 54,369 $ - $ - $ 54,369 Commission and fee income 10,097 7,223 - 17,320 Investment income 1,142 - - 1,142 Net realized losses on investments, available-for-sale (4 ) - - (4 ) 65,604 7,223 - 72,827 Costs and expenses: Losses and loss adjustment expenses 41,440 - - 41,440 Insurance operating expenses 20,624 6,377 - 27,001 Other operating expenses 244 - - 244 Litigation settlement 30 - - 30 Stock-based compensation 39 - - 39 Depreciation 423 - 25 (b) 448 Amortization of identifiable intangibles assets - - 228 (c) 228 Interest expense 427 - 613 (d) 1,040 63,227 6,377 866 70,470 Income before income taxes 2,377 846 (866 ) 2,357 Provision for income taxes 257 338 (346 ) (e) 249 Net income $ 2,120 $ 508 $ (520 ) $ 2,108 Net income per share: Basic $ 0.05 $ 0.05 Diluted $ 0.05 $ 0.05 Number of shares used to calculate net income per share: Basic 40,995 40,995 Diluted 41,297 41,297 Pro Forma Statement of Income Nine Months Ended September 30, 2014 Company Historical Titan Agencies Historical Pro Forma Adjustments Pro Forma Combined Revenues: Premiums earned $ 161,971 $ - $ - $ 161,971 Commission and fee income 29,323 21,926 - 51,249 Investment income 3,936 - - 3,936 Net realized gains on investments, available-for-sale 36 - - 36 195,266 21,926 - 217,192 Costs and expenses: Losses and loss adjustment expenses 119,323 - - 119,323 Insurance operating expenses 65,739 21,073 - 86,812 Other operating expenses 722 - - 722 Litigation settlement 106 - - 106 Stock-based compensation 151 - - 151 Depreciation 1,303 - 75 (b) 1,378 Amortization of identifiable intangibles assets - - 715 (c) 715 Interest expense 1,275 - 1,820 (d) 3,095 188,619 21,073 2,610 212,302 Income before income taxes 6,647 853 (2,610 ) 4,890 Provision (benefit) for income taxes 547 341 (1,044 ) (e) (156 ) Net income $ 6,100 $ 512 $ (1,566 ) $ 5,046 Net income per share: Basic $ 0.15 $ 0.12 Diluted $ 0.15 $ 0.12 Number of shares used to calculate net income per share: Basic 40,981 40,981 Diluted 41,285 41,285 Pro forma adjustments The following adjustments have been reflected in the unaudited pro forma combined financial information. (a) Elimination of acquisition costs incurred (b) Depreciation expense related to acquired tangible asset (c) Amortization expense related to acquired identifiable intangible asset (d) Interest expense related to acquisition financing (e) Calculated income tax effect of pro forma adjustments at the estimated combined federal and state statutory rate of 40% |
Fair Value - Presentation of Ca
Fair Value - Presentation of Carrying Values and Fair Values of Certain of Company's Financial Instruments (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Investments, available-for-sale | $ 135,745 | $ 125,085 |
Other investments | 12,087 | 10,530 |
Liabilities: | ||
Debentures payable | 40,245 | 40,211 |
Term loan from principal stockholder | 29,747 | |
Carrying Value | ||
Assets: | ||
Investments, available-for-sale | 135,745 | 125,085 |
Other investments | 12,087 | 10,530 |
Liabilities: | ||
Debentures payable | 40,245 | 40,211 |
Term loan from principal stockholder | 29,747 | |
Fair Value | ||
Assets: | ||
Investments, available-for-sale | 135,745 | 125,085 |
Other investments | 12,087 | 10,530 |
Liabilities: | ||
Debentures payable | 20,896 | $ 19,606 |
Term loan from principal stockholder | $ 31,128 |
Fair Value - Presentation of Fa
Fair Value - Presentation of Fair-Value Measurements for Each Major Category of Assets Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | $ 135,745 | $ 125,085 |
Other investments | 12,087 | 10,530 |
Cash and cash equivalents | 107,207 | 102,429 |
Total | 255,039 | 238,044 |
Fixed Maturities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 122,301 | 113,022 |
Fixed Maturities | U.S. government and agencies | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 13,314 | 8,290 |
Fixed Maturities | State | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 703 | 725 |
Fixed Maturities | Political subdivisions | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 499 | 506 |
Fixed Maturities | Revenue and assessment | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 13,480 | 16,360 |
Fixed Maturities | Corporate bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 86,189 | 75,119 |
Fixed Maturities | Collateralized mortgage obligations: Agency Backed | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 1,827 | 4,807 |
Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - residential | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 3,670 | 4,137 |
Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - commercial | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 2,619 | 3,078 |
Preferred stock, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 1,727 | 1,767 |
Mutual funds, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 11,717 | 10,296 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 26,758 | 20,353 |
Other investments | 0 | 0 |
Cash and cash equivalents | 107,207 | 102,429 |
Total | 133,965 | 122,782 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Fixed Maturities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 13,314 | 8,290 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Fixed Maturities | U.S. government and agencies | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 13,314 | 8,290 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Fixed Maturities | State | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Fixed Maturities | Political subdivisions | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Fixed Maturities | Revenue and assessment | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Fixed Maturities | Corporate bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Fixed Maturities | Collateralized mortgage obligations: Agency Backed | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - residential | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - commercial | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Preferred stock, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 1,727 | 1,767 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 11,717 | 10,296 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 108,987 | 104,732 |
Other investments | 0 | 0 |
Cash and cash equivalents | 0 | 0 |
Total | 108,987 | 104,732 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Fixed Maturities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 108,987 | 104,732 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Fixed Maturities | U.S. government and agencies | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Fixed Maturities | State | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 703 | 725 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Fixed Maturities | Political subdivisions | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 499 | 506 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Fixed Maturities | Revenue and assessment | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 13,480 | 16,360 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Fixed Maturities | Corporate bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 86,189 | 75,119 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Fixed Maturities | Collateralized mortgage obligations: Agency Backed | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 1,827 | 4,807 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - residential | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 3,670 | 4,137 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - commercial | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 2,619 | 3,078 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Preferred stock, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | Mutual funds, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Other investments | 2,692 | 947 |
Cash and cash equivalents | 0 | 0 |
Total | 2,692 | 947 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Fixed Maturities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Fixed Maturities | U.S. government and agencies | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Fixed Maturities | State | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Fixed Maturities | Political subdivisions | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Fixed Maturities | Revenue and assessment | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Fixed Maturities | Corporate bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Fixed Maturities | Collateralized mortgage obligations: Agency Backed | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - residential | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - commercial | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Preferred stock, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Mutual funds, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Other investments | 9,395 | 9,583 |
Cash and cash equivalents | 0 | 0 |
Total | 9,395 | 9,583 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Fixed Maturities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Fixed Maturities | U.S. government and agencies | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Fixed Maturities | State | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Fixed Maturities | Political subdivisions | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Fixed Maturities | Revenue and assessment | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Fixed Maturities | Corporate bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Fixed Maturities | Collateralized mortgage obligations: Agency Backed | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - residential | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - commercial | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Preferred stock, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | 0 | 0 |
Fair Value Measurements Using Proportionate Share of Net Assets (NAV) | Mutual funds, available-for-sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments, available-for-sale | $ 0 | $ 0 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value Disclosures [Abstract] | ||||
Transfers between level 1 and level 2 | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value - Quantitative Discl
Fair Value - Quantitative Disclosure for Assets Classified as Level 3 (Detail) - Common Stock at Fair Value $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance at December 31, 2014 | $ 947 |
Gains included in net income | 0 |
Gains included in comprehensive income | 95 |
Investments and capital calls | 1,650 |
Distributions received | 0 |
Transfers into and out of Level 3 | 0 |
Balance at September 30, 2015 | $ 2,692 |
Investments - Summary of Compan
Investments - Summary of Company's Investment Securities (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Investment Securities [Line Items] | ||
Amortized Cost | $ 131,614 | $ 119,119 |
Gross Unrealized Gains | 5,094 | 6,648 |
Gross Unrealized Losses | (963) | (682) |
Fair Value | 135,745 | 125,085 |
Fixed Maturities | ||
Investment Securities [Line Items] | ||
Amortized Cost | 118,154 | 107,718 |
Gross Unrealized Gains | 4,818 | 5,978 |
Gross Unrealized Losses | (671) | (674) |
Fair Value | 122,301 | 113,022 |
Fixed Maturities | U.S. government and agencies | ||
Investment Securities [Line Items] | ||
Amortized Cost | 13,037 | 8,039 |
Gross Unrealized Gains | 277 | 277 |
Gross Unrealized Losses | (26) | |
Fair Value | 13,314 | 8,290 |
Fixed Maturities | State | ||
Investment Securities [Line Items] | ||
Amortized Cost | 698 | 698 |
Gross Unrealized Gains | 5 | 27 |
Fair Value | 703 | 725 |
Fixed Maturities | Political subdivisions | ||
Investment Securities [Line Items] | ||
Amortized Cost | 499 | 500 |
Gross Unrealized Gains | 6 | |
Fair Value | 499 | 506 |
Fixed Maturities | Revenue and assessment | ||
Investment Securities [Line Items] | ||
Amortized Cost | 12,544 | 14,856 |
Gross Unrealized Gains | 936 | 1,522 |
Gross Unrealized Losses | (18) | |
Fair Value | 13,480 | 16,360 |
Fixed Maturities | Corporate bonds | ||
Investment Securities [Line Items] | ||
Amortized Cost | 84,579 | 73,051 |
Gross Unrealized Gains | 2,279 | 2,698 |
Gross Unrealized Losses | (669) | (630) |
Fair Value | 86,189 | 75,119 |
Fixed Maturities | Collateralized mortgage obligations: Agency Backed | ||
Investment Securities [Line Items] | ||
Amortized Cost | 1,734 | 4,647 |
Gross Unrealized Gains | 93 | 160 |
Fair Value | 1,827 | 4,807 |
Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - residential | ||
Investment Securities [Line Items] | ||
Amortized Cost | 3,054 | 3,513 |
Gross Unrealized Gains | 618 | 624 |
Gross Unrealized Losses | (2) | |
Fair Value | 3,670 | 4,137 |
Fixed Maturities | Collateralized mortgage obligations: Non-agency backed - commercial | ||
Investment Securities [Line Items] | ||
Amortized Cost | 2,009 | 2,414 |
Gross Unrealized Gains | 610 | 664 |
Fair Value | 2,619 | 3,078 |
Preferred stock, available-for-sale | ||
Investment Securities [Line Items] | ||
Amortized Cost | 1,500 | 1,500 |
Gross Unrealized Gains | 227 | 267 |
Fair Value | 1,727 | 1,767 |
Mutual funds, available-for-sale | ||
Investment Securities [Line Items] | ||
Amortized Cost | 11,960 | 9,901 |
Gross Unrealized Gains | 49 | 403 |
Gross Unrealized Losses | (292) | (8) |
Fair Value | $ 11,717 | $ 10,296 |
Investments - Scheduled Maturit
Investments - Scheduled Maturities of Company's Fixed Maturity Securities Based on their Fair Values (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Securities with Unrealized Losses, Total | $ 48,425 | $ 38,072 |
Fixed Maturities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Securities with Unrealized Gains, One year or less | 11,067 | |
Securities with Unrealized Gains, After one through five years | 24,166 | |
Securities with Unrealized Gains, After five through ten years | 29,276 | |
Securities with Unrealized Gains, After ten years | 10,254 | |
Securities with Unrealized Gains, No single maturity date | 7,922 | |
Securities with Unrealized Gains, Total | 82,685 | |
Securities with Unrealized Losses, After one through five years | 8,770 | |
Securities with Unrealized Losses, After five through ten years | 30,152 | |
Securities with Unrealized Losses, No single maturity date | 194 | |
Securities with Unrealized Losses, Total | 39,116 | |
Securities with No Unrealized Gains or Losses, After five through ten years | 500 | |
Securities with No Unrealized Gains or Losses, Total | 500 | |
All Fixed Maturity Securities, One year or less | 11,067 | |
All Fixed Maturity Securities, After one through five years | 32,936 | |
All Fixed Maturity Securities, After five through ten years | 59,928 | |
All Fixed Maturity Securities, After ten years | 10,254 | |
All Fixed Maturity Securities, No single maturity date | 8,116 | |
All Fixed Maturity Securities, Total | $ 122,301 |
Investments - Number of Fixed M
Investments - Number of Fixed Maturity Securities with Gross Unrealized Gains and Losses (Detail) - Security | Sep. 30, 2015 | Dec. 31, 2014 |
Investments Debt And Equity Securities [Abstract] | ||
Number of Securities with Gross Unrealized Losses Less than or equal to 12 months | 18 | 9 |
Number of Securities with Gross Unrealized Losses Greater than 12 months | 4 | 9 |
Number of Securities with Gross Unrealized Gains | 79 | 80 |
Investments - Fair Value and Gr
Investments - Fair Value and Gross Unrealized Losses of Fixed Maturity Securities in Continuous Unrealized Loss Position for Greater than 12 Months (Detail) $ in Thousands | Sep. 30, 2015USD ($)Security | Dec. 31, 2014USD ($)Security |
Schedule of Available-for-sale Securities [Line Items] | ||
Number of Securities | Security | 4 | 9 |
Fair Value | $ 7,796 | $ 20,567 |
Gross Unrealized Losses | $ (165) | $ (592) |
Percentage of amortized cost less than or equal to 10% | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Number of Securities | Security | 4 | 9 |
Fair Value | $ 7,796 | $ 20,567 |
Gross Unrealized Losses | $ (165) | $ (592) |
Investments - Gross Unrealized
Investments - Gross Unrealized Losses by Current Severity and Length of Time that Individual Securities have been in Continuous Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Investment Maturity Date [Line Items] | ||
Fair Value of Securities with Gross Unrealized Losses | $ 48,425 | $ 38,072 |
Gross Unrealized Losses | (963) | (682) |
Percentage of amortized cost less than 5% | ||
Investment Maturity Date [Line Items] | ||
Gross Unrealized Losses | (838) | (682) |
Percentage of amortized cost 5% to 10% | ||
Investment Maturity Date [Line Items] | ||
Gross Unrealized Losses | (124) | |
Percentage of amortized cost greater than 10% | ||
Investment Maturity Date [Line Items] | ||
Gross Unrealized Losses | (1) | |
Less than or equals to three months | ||
Investment Maturity Date [Line Items] | ||
Fair Value of Securities with Gross Unrealized Losses | 14,736 | 17,505 |
Gross Unrealized Losses | (180) | (90) |
Less than or equals to three months | Percentage of amortized cost less than 5% | ||
Investment Maturity Date [Line Items] | ||
Gross Unrealized Losses | (180) | (90) |
Less than or equals to six months | ||
Investment Maturity Date [Line Items] | ||
Fair Value of Securities with Gross Unrealized Losses | 18,036 | |
Gross Unrealized Losses | (379) | |
Less than or equals to six months | Percentage of amortized cost less than 5% | ||
Investment Maturity Date [Line Items] | ||
Gross Unrealized Losses | (254) | |
Less than or equals to six months | Percentage of amortized cost 5% to 10% | ||
Investment Maturity Date [Line Items] | ||
Gross Unrealized Losses | (124) | |
Less than or equals to six months | Percentage of amortized cost greater than 10% | ||
Investment Maturity Date [Line Items] | ||
Gross Unrealized Losses | (1) | |
Less than or equals to nine months | ||
Investment Maturity Date [Line Items] | ||
Fair Value of Securities with Gross Unrealized Losses | 7,857 | |
Gross Unrealized Losses | (239) | |
Less than or equals to nine months | Percentage of amortized cost less than 5% | ||
Investment Maturity Date [Line Items] | ||
Gross Unrealized Losses | (239) | |
Greater than 12 months | ||
Investment Maturity Date [Line Items] | ||
Fair Value of Securities with Gross Unrealized Losses | 7,796 | 20,567 |
Gross Unrealized Losses | (165) | (592) |
Greater than 12 months | Percentage of amortized cost less than 5% | ||
Investment Maturity Date [Line Items] | ||
Gross Unrealized Losses | $ (165) | $ (592) |
Investments - Additional Inform
Investments - Additional Information (Detail) $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)Funds | Sep. 30, 2014USD ($) | |
Schedule of Available-for-sale Securities [Line Items] | ||
Number of investment funds | Funds | 3 | |
Unfunded commitments | $ 0.5 | |
Incremental percentage of withdrawal of other investments | 25.00% | |
Fixed maturities and cash equivalents on deposit with various insurance departments at fair value and amortized cost | $ 6.3 | |
Cash equivalents on deposit with another insurance company at fair value and amortized cost | 9.4 | |
Collateralized mortgage obligations: Non-agency backed - residential | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Non credit other than temporary impairment for securities | 0.9 | $ 0.9 |
Collateralized mortgage obligations: Non-agency backed - commercial | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Non credit other than temporary impairment for securities | $ 0.2 | $ 0.2 |
Investments - Major Categories
Investments - Major Categories of Investment Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net Investment Income [Line Items] | ||||
Investment expenses | $ (126) | $ (123) | $ (368) | $ (368) |
Net investment income | 1,144 | 1,142 | 3,695 | 3,936 |
Fixed Maturities | ||||
Net Investment Income [Line Items] | ||||
Gross investment income | 1,077 | 1,089 | 3,131 | 3,442 |
Mutual funds, available-for-sale | ||||
Net Investment Income [Line Items] | ||||
Gross investment income | 164 | 151 | 457 | 458 |
Other investments | ||||
Net Investment Income [Line Items] | ||||
Gross investment income | (27) | (29) | 301 | 248 |
Other | ||||
Net Investment Income [Line Items] | ||||
Gross investment income | $ 56 | $ 54 | $ 174 | $ 156 |
Investments - Components of Net
Investments - Components of Net Realized (Losses) Gains on Investments, Available-for-Sale at Fair Value (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Investments Debt And Equity Securities [Abstract] | ||||
Gains | $ 3 | $ 85 | ||
Losses | $ (6) | $ (4) | (16) | (49) |
Net realized (losses) gains on investments, available-for-sale | $ (6) | $ (4) | $ (13) | $ 36 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (3,018) | $ 2,120 | $ (2,217) | $ 6,100 |
Weighted average common basic shares | 41,041 | 40,995 | 41,026 | 40,981 |
Effect of dilutive securities | 302 | 304 | ||
Weighted average common dilutive shares | 41,041 | 41,297 | 41,026 | 41,285 |
Basic and diluted net income (loss) per share | $ (0.07) | $ 0.05 | $ (0.05) | $ 0.15 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - $ / shares shares in Thousands | Mar. 10, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Earnings Per Share [Line Items] | |||||
Exercisable options outstanding that enable to purchase shares | 825 | 825 | 825 | 825 | |
Shares with dilutive effect and included in computation of diluted income (loss) per share | 30 | 19 | |||
Restricted stock | |||||
Earnings Per Share [Line Items] | |||||
Shares with dilutive effect and included in computation of diluted income (loss) per share | 5 | 5 | |||
Restricted stock | Executive Officer | |||||
Earnings Per Share [Line Items] | |||||
Compensation awarded restricted stock units | 141 | ||||
Closing market price of the common stock | $ (2.44) | ||||
Equity option | |||||
Earnings Per Share [Line Items] | |||||
Shares with dilutive effect and included in computation of diluted income (loss) per share | 335 | 297 | 324 | 299 | |
Options excluded from computation of diluted income (loss) per share due to anti-dilutive effect | 260 | 345 | 260 | 345 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Federal: | ||||
Current | $ (30) | $ 80 | $ 21 | $ 170 |
Deferred | (1,467) | (1,065) | (1) | |
Gross Federal | (1,497) | 80 | (1,044) | 169 |
State: | ||||
Current | 43 | 176 | 277 | 376 |
Deferred | (52) | 1 | (46) | 2 |
Gross State | (9) | 177 | 231 | 378 |
Income tax expense | $ (1,506) | $ 257 | $ (813) | $ 547 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal corporate tax rate | 35.00% | |
Valuation allowance | $ 1.8 | $ 1.8 |
Income Taxes - Provision (Ben38
Income Taxes - Provision (Benefit) for Income Taxes Differs from Amounts Computed by Applying Statutory Federal Corporate Tax Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes at statutory rate | $ (1,584) | $ 832 | $ (1,061) | $ 2,327 |
Tax effect of: | ||||
Tax-exempt investment income | (5) | (5) | (15) | (16) |
Change in the beginning of the period balance of the valuation allowance for deferred tax assets allocated to federal income taxes | 6 | (760) | 8 | (2,216) |
Stock-based compensation | 3 | 22 | 48 | |
State income taxes, net of federal income tax benefit and state valuation allowance | (24) | 177 | 134 | 378 |
Other | 101 | 10 | 99 | 26 |
Income tax expense | $ (1,506) | $ 257 | $ (813) | $ 547 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015Segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Segment Information - Selected
Segment Information - Selected Financial Data by Business Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 87,620 | $ 65,604 | $ 243,357 | $ 195,266 | |
Income (loss) before income taxes | (4,524) | 2,377 | (3,030) | 6,647 | |
Total assets | 403,516 | 403,516 | $ 328,445 | ||
Insurance | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 87,604 | 65,588 | 243,307 | 195,221 | |
Income (loss) before income taxes | (3,156) | 3,071 | (166) | 8,750 | |
Total assets | 376,117 | 376,117 | 302,529 | ||
Real estate and Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 16 | 16 | 50 | 45 | |
Income (loss) before income taxes | (1,368) | $ (694) | (2,864) | $ (2,103) | |
Total assets | $ 27,399 | $ 27,399 | $ 25,916 |
Litigation - Additional Informa
Litigation - Additional Information (Detail) - USD ($) $ in Millions | Aug. 17, 2015 | Sep. 30, 2015 |
Commitments And Contingencies Disclosure [Abstract] | ||
Litigation settlement, amount | $ 3.2 | |
Settlement costs and other related expenses | $ 3.3 |
Recent Accounting Pronounceme42
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Changes And Error Corrections [Abstract] | ||
Debt issuance cost, reclassified from debentures payable | $ 126 | $ 130 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands | Jul. 01, 2015USD ($)Stores | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Business Acquisition [Line Items] | |||||
Amortization of identifiable intangibles assets | $ 254 | $ 261 | |||
Estimate of expected liability | 2,277 | 2,277 | |||
Revenues | 87,620 | $ 65,604 | $ 243,357 | $ 195,266 | |
Titan Acquisition | |||||
Business Acquisition [Line Items] | |||||
Amortization recorded on accelerated basis | 7 years 6 months | ||||
Amortization of identifiable intangibles assets | 200 | ||||
Estimate of expected liability | 2,000 | $ 2,000 | |||
Acquisition related costs | 0 | 200 | |||
Integration related costs | 700 | 800 | |||
Revenues | 6,900 | ||||
Loss before tax benefit | 400 | ||||
Titan Acquisition | Asset Purchase Agreement | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, effective date of completion | Jul. 1, 2015 | ||||
Payments to acquire businesses, gross | $ 36,000 | ||||
Number of retail stores | Stores | 83 | ||||
Business combination, liabilities assumed | $ 2,300 | ||||
Diamond Family Investments L P | Senior Term Loan Facility | Loan Agreement | |||||
Business Acquisition [Line Items] | |||||
Term loan borrowed | $ 30,000 | $ 30,000 | |||
Debt instrument, maturity date | Jun. 29, 2025 | ||||
Term loan outstanding, interest rate | 8.00% | 8.00% | |||
Net of unamortized loan issuance costs | $ 300 | $ 300 |
Business Combinations - Summary
Business Combinations - Summary of Estimated Fair Value of Assets Acquired (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Business Combinations [Abstract] | |
Tangible assets | $ 1,847 |
Identifiable intangible asset | 4,000 |
Goodwill | 30,200 |
Total assets acquired | 36,047 |
Less: liabilities assumed | (2,277) |
Total cash paid | $ 33,770 |
Business Combinations - Pro For
Business Combinations - Pro Forma Statement of Loss (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues: | ||||||
Premiums earned | $ 67,508 | $ 54,369 | $ 197,423 | $ 161,971 | ||
Commission and fee income | 18,974 | 10,097 | 42,252 | 29,323 | ||
Investment income | 1,144 | 1,142 | 3,695 | 3,936 | ||
Net realized gains (losses) on investments, available-for-sale | (6) | (4) | (13) | 36 | ||
Total revenues | 87,620 | 65,604 | 243,357 | 195,266 | ||
Costs and expenses: | ||||||
Losses and loss adjustment expenses | 57,367 | 41,440 | 160,304 | 119,323 | ||
Insurance operating expenses | 29,309 | 20,624 | 78,039 | 65,739 | ||
Other operating expenses | 295 | 244 | 881 | 722 | ||
Litigation settlement | 30 | 3,645 | 106 | |||
Stock-based compensation | 37 | 39 | 109 | 151 | ||
Depreciation | 423 | 1,224 | 1,303 | |||
Amortization of identifiable intangibles assets | 254 | 261 | ||||
Interest expense | 1,052 | 427 | 1,924 | 1,275 | ||
Total costs and expenses | 92,144 | 63,227 | 246,387 | 188,619 | ||
Income (loss) before income taxes | (4,524) | 2,377 | (3,030) | 6,647 | ||
Provision (benefit) for income taxes | (1,506) | 257 | (813) | 547 | ||
Net income (loss) | $ (3,018) | $ 2,120 | $ (2,217) | $ 6,100 | ||
Net income (loss) per share: | ||||||
Basic | $ (0.07) | $ 0.05 | $ (0.05) | $ 0.15 | ||
Diluted | $ (0.07) | $ 0.05 | $ (0.05) | $ 0.15 | ||
Number of shares used to calculate net income (loss) per share: | ||||||
Basic | 41,041 | 40,995 | 41,026 | 40,981 | ||
Diluted | 41,041 | 41,297 | 41,026 | 41,285 | ||
Titan Agencies Historical | ||||||
Revenues: | ||||||
Commission and fee income | $ 7,223 | $ 14,547 | $ 21,926 | |||
Total revenues | 7,223 | 14,547 | 21,926 | |||
Costs and expenses: | ||||||
Insurance operating expenses | 6,377 | 14,555 | 21,073 | |||
Total costs and expenses | 6,377 | 14,555 | 21,073 | |||
Income (loss) before income taxes | 846 | (8) | 853 | |||
Provision (benefit) for income taxes | 338 | (3) | 341 | |||
Net income (loss) | 508 | $ (5) | 512 | |||
Pro Forma Adjustments | ||||||
Costs and expenses: | ||||||
Insurance operating expenses | [1] | $ (180) | ||||
Depreciation | [2] | 25 | 50 | 75 | ||
Amortization of identifiable intangibles assets | [3] | 228 | 387 | 715 | ||
Interest expense | [4] | 613 | 1,193 | 1,820 | ||
Total costs and expenses | 866 | 1,450 | 2,610 | |||
Income (loss) before income taxes | (866) | (1,450) | (2,610) | |||
Provision (benefit) for income taxes | [5] | (346) | (580) | (1,044) | ||
Net income (loss) | (520) | (870) | (1,566) | |||
Pro Forma Combined | ||||||
Revenues: | ||||||
Premiums earned | 54,369 | 197,423 | 161,971 | |||
Commission and fee income | 17,320 | 56,799 | 51,249 | |||
Investment income | 1,142 | 3,695 | 3,936 | |||
Net realized gains (losses) on investments, available-for-sale | (4) | (13) | 36 | |||
Total revenues | 72,827 | 257,904 | 217,192 | |||
Costs and expenses: | ||||||
Losses and loss adjustment expenses | 41,440 | 160,304 | 119,323 | |||
Insurance operating expenses | 27,001 | 92,414 | 86,812 | |||
Other operating expenses | 244 | 881 | 722 | |||
Litigation settlement | 30 | 3,645 | 106 | |||
Stock-based compensation | 39 | 109 | 151 | |||
Depreciation | 448 | 1,274 | 1,378 | |||
Amortization of identifiable intangibles assets | 228 | 648 | 715 | |||
Interest expense | 1,040 | 3,117 | 3,095 | |||
Total costs and expenses | 70,470 | 262,392 | 212,302 | |||
Income (loss) before income taxes | 2,357 | (4,488) | 4,890 | |||
Provision (benefit) for income taxes | 249 | (1,396) | (156) | |||
Net income (loss) | $ 2,108 | $ (3,092) | $ 5,046 | |||
Net income (loss) per share: | ||||||
Basic | $ 0.05 | $ (0.08) | $ 0.12 | |||
Diluted | $ 0.05 | $ (0.08) | $ 0.12 | |||
Number of shares used to calculate net income (loss) per share: | ||||||
Basic | 40,995 | 41,026 | 40,981 | |||
Diluted | 41,297 | 41,026 | 41,285 | |||
[1] | (a) Elimination of acquisition costs incurred | |||||
[2] | (a) Depreciation expense related to acquired tangible asset | |||||
[3] | Amortization expense related to acquired identifiable intangible asset | |||||
[4] | (a) Interest expense related to acquisition financing | |||||
[5] | Calculated income tax effect of pro forma adjustments at the estimated combined federal and state statutory rate of 40% |
Business Combinations - Pro F46
Business Combinations - Pro Forma Statement of Loss (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business acquisition, pro forma adjustments estimated combined federal and state statutory tax rate | 40.00% |