UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
|
|
þ
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|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
FOR THE QUARTERLY PERIOD ENDED March 31, 2008
or
|
|
|
o
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|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
to
Commission file number: 001-31698
BROOKE CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
Kansas
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|
48-1009756
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
8500 College Boulevard, Overland Park, Kansas 66210-1837
(Address of principal executive offices) (Zip Code)
Registrants telephone number: (913) 661-0123
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. (Check
One): Yes
þ
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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|
|
|
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Large accelerated filer
o
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Accelerated filer
þ
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|
Non-accelerated filer
o
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|
Smaller reporting company
o
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|
|
(Do not check if a smaller reporting company)
|
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
As of March 31, 2008, there were 14,224,021 shares of the registrants sole class of common stock
outstanding.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
Brooke Corporation
Consolidated Balance Sheets
UNAUDITED
(in thousands, except share amounts)
ASSETS
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
11,763
|
|
|
$
|
5,158
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|
Restricted cash
|
|
|
453
|
|
|
|
454
|
|
Investments
|
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|
124,642
|
|
|
|
50,887
|
|
Accounts and notes receivable, net
|
|
|
233,252
|
|
|
|
196,188
|
|
Income tax receivable
|
|
|
11,485
|
|
|
|
1,998
|
|
Other receivables
|
|
|
9,340
|
|
|
|
5,660
|
|
Securities
|
|
|
86,347
|
|
|
|
89,634
|
|
Interest-only strip receivable
|
|
|
7,820
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|
|
|
7,749
|
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Security deposits
|
|
|
221
|
|
|
|
221
|
|
Prepaid expenses
|
|
|
3,199
|
|
|
|
1,694
|
|
Advertising supply inventory
|
|
|
680
|
|
|
|
929
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
489,202
|
|
|
|
360,572
|
|
|
|
|
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Investment in Businesses
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5,655
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9,413
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|
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Property and Equipment
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|
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|
Cost
|
|
|
28,195
|
|
|
|
27,366
|
|
Less: Accumulated depreciation
|
|
|
(8,658
|
)
|
|
|
(8,087
|
)
|
|
|
|
|
|
|
|
Net Property and Equipment
|
|
|
19,537
|
|
|
|
19,279
|
|
|
|
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|
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Other Assets
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|
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Amortizable intangible assets
|
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12,766
|
|
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9,709
|
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Less: Accumulated amortization
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(2,215
|
)
|
|
|
(2,031
|
)
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Goodwill
|
|
|
2,841
|
|
|
|
3,022
|
|
Servicing asset
|
|
|
5,727
|
|
|
|
6,025
|
|
Deferred charges
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|
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8,143
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|
11,310
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|
Deferred tax asset
|
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|
2,160
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|
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Other assets
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5,564
|
|
|
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5,078
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|
|
|
|
|
|
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|
Net Other Assets
|
|
|
34,986
|
|
|
|
33,113
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
549,380
|
|
|
$
|
422,377
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to financial statements.
3
Brooke Corporation
Consolidated Balance Sheets
UNAUDITED
(in thousands, except share amounts)
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
58,829
|
|
|
$
|
18,942
|
|
Premiums payable to insurance companies
|
|
|
7,646
|
|
|
|
7,621
|
|
Deposits
|
|
|
121,911
|
|
|
|
22,951
|
|
Federal funds purchased
|
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|
|
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9,522
|
|
Policy and contract liabilities
|
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|
26,635
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|
|
|
25,996
|
|
Payable under participation agreements
|
|
|
54,263
|
|
|
|
39,452
|
|
Accrued commission refunds
|
|
|
516
|
|
|
|
570
|
|
IBNR loss reserve
|
|
|
6,877
|
|
|
|
8,440
|
|
Unearned insurance premiums
|
|
|
3,629
|
|
|
|
3,110
|
|
Income tax payable
|
|
|
|
|
|
|
826
|
|
Deferred income tax payable
|
|
|
1,911
|
|
|
|
1,715
|
|
Warrant liability
|
|
|
900
|
|
|
|
900
|
|
Short-term debt
|
|
|
8,237
|
|
|
|
43,536
|
|
Current maturities of long-term debt
|
|
|
127,066
|
|
|
|
52,465
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
418,420
|
|
|
|
236,046
|
|
Non-current Liabilities
|
|
|
|
|
|
|
|
|
Warrant liability
|
|
|
2,354
|
|
|
|
2,354
|
|
Deferred income tax payable
|
|
|
|
|
|
|
6,402
|
|
Servicing liability
|
|
|
14
|
|
|
|
16
|
|
Long-term debt less current maturities
|
|
|
47,747
|
|
|
|
61,012
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
468,535
|
|
|
|
305,830
|
|
|
|
|
|
|
|
|
Minority Interest in subsidiary
|
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|
35,090
|
|
|
|
45,899
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 99,500,000 shares
authorized, 14,224,021 and 14,224,021 shares issued and outstanding
|
|
|
142
|
|
|
|
142
|
|
Preferred stock series 2002 and 2002A, $25 par value,
110,000 shares authorized, 49,667 shares issued
outstanding
|
|
|
1,242
|
|
|
|
1,242
|
|
Preferred stock series 2002B, $32 par value, 34,375
authorized, 24,331 shares issued and outstanding
|
|
|
779
|
|
|
|
779
|
|
Preferred stock series 2006, $1 par value, 20,000
authorized, 20,000 shares issued and outstanding
|
|
|
20
|
|
|
|
20
|
|
Additional paid-in capital on preferred stock series 2006
|
|
|
18,576
|
|
|
|
18,576
|
|
Discount on preferred stock series 2006
|
|
|
(1,350
|
)
|
|
|
(2,025
|
)
|
Additional paid-in capital
|
|
|
55,424
|
|
|
|
55,424
|
|
Accumulated deficit
|
|
|
(28,707
|
)
|
|
|
(6,889
|
)
|
Accumulated other comprehensive income (loss)
|
|
|
(371
|
)
|
|
|
3,379
|
|
|
|
|
|
|
|
|
Total Stockholders Equity
|
|
|
45,755
|
|
|
|
70,648
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity
|
|
$
|
549,380
|
|
|
$
|
422,377
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to financial statements.
4
Brooke Corporation
Consolidated Statements of Operations
UNAUDITED
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
For three months
|
|
|
For three months
|
|
|
|
Ended March 31,
|
|
|
Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Operating Revenues
|
|
|
|
|
|
|
|
|
Insurance commissions
|
|
$
|
34,314
|
|
|
$
|
32,736
|
|
Interest income (net)
|
|
|
8,533
|
|
|
|
7,697
|
|
Consulting fees
|
|
|
253
|
|
|
|
315
|
|
Gain (loss) on sale of businesses
|
|
|
(846
|
)
|
|
|
681
|
|
Initial franchise fees for basic services
|
|
|
1,320
|
|
|
|
12,870
|
|
Initial franchise fees for buyer assistance plans
|
|
|
|
|
|
|
385
|
|
Gain on sale of notes receivable
|
|
|
99
|
|
|
|
6,923
|
|
Insurance premiums earned
|
|
|
3,770
|
|
|
|
1,148
|
|
Policy fee income
|
|
|
113
|
|
|
|
102
|
|
Impairment loss
|
|
|
(11,763
|
)
|
|
|
|
|
Other income
|
|
|
440
|
|
|
|
296
|
|
|
|
|
|
|
|
|
Total Operating Revenues
|
|
|
36,233
|
|
|
|
63,153
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
Commissions expense
|
|
|
25,295
|
|
|
|
23,372
|
|
Payroll expense
|
|
|
9,634
|
|
|
|
7,890
|
|
Depreciation and amortization
|
|
|
1,574
|
|
|
|
989
|
|
Insurance loss and loss expense incurred
|
|
|
1,082
|
|
|
|
978
|
|
Provision for loan losses
|
|
|
12,537
|
|
|
|
|
|
Other operating expenses
|
|
|
18,950
|
|
|
|
14,488
|
|
Other operating interest expense
|
|
|
761
|
|
|
|
1,815
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
69,833
|
|
|
|
49,532
|
|
|
|
|
|
|
|
|
Income (loss) from Operations
|
|
|
(33,600
|
)
|
|
|
13,621
|
|
|
|
|
|
|
|
|
Other Expenses
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
3,071
|
|
|
|
2,660
|
|
Loss on extinguishment of debt
|
|
|
8,210
|
|
|
|
|
|
Minority interest in subsidiaries
|
|
|
(9,581
|
)
|
|
|
(36
|
)
|
|
|
|
|
|
|
|
Total Other Expenses
|
|
|
1,770
|
|
|
|
2,624
|
|
|
|
|
|
|
|
|
Income Before Income Taxes
|
|
|
(35,300
|
)
|
|
|
10,997
|
|
Income tax expense
|
|
|
(16,766
|
)
|
|
|
4,188
|
|
|
|
|
|
|
|
|
Net Income (loss)
|
|
$
|
(18,534
|
)
|
|
$
|
6,809
|
|
|
|
|
|
|
|
|
Net Income (loss) per Share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(1.38
|
)
|
|
$
|
0.48
|
|
Diluted
|
|
$
|
(1.38
|
)
|
|
$
|
0.48
|
|
See accompanying summary of accounting policies and notes to financial statements.
5
Brooke Corporation
Consolidated Statements of Changes in Stockholders Equity
UNAUDITED
(in thousands, except common shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Common
|
|
|
Preferred
|
|
|
Preferred
Addl
|
|
|
Preferred
Stock
|
|
|
Addl
Paid-In
|
|
|
Retained
|
|
|
Accumulated
Other
Comprehensive
|
|
|
|
|
|
|
Shares
|
|
|
Stock
|
|
|
Stock
|
|
|
Capital
|
|
|
Discount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income
|
|
|
Total
|
|
Balances, December 31, 2006
|
|
|
12,553,726
|
|
|
$
|
126
|
|
|
$
|
2,041
|
|
|
$
|
18,576
|
|
|
$
|
(4,725
|
)
|
|
$
|
36,139
|
|
|
$
|
4,077
|
|
|
$
|
294
|
|
|
$
|
56,528
|
|
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,700
|
|
|
|
|
|
|
|
(12,561
|
)
|
|
|
|
|
|
|
(9,861
|
)
|
Equity issuance from plan awards
|
|
|
170,810
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
425
|
|
|
|
|
|
|
|
|
|
|
|
426
|
|
Equity issuance
|
|
|
1,500,000
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,860
|
|
|
|
|
|
|
|
|
|
|
|
18,875
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-only strip receivable,
change in fair market value, net
of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,885
|
|
|
|
2,885
|
|
Currency translation adjustment,
net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200
|
|
|
|
200
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,595
|
|
|
|
|
|
|
|
1,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2007
|
|
|
14,224,536
|
|
|
$
|
142
|
|
|
$
|
2,041
|
|
|
$
|
18,576
|
|
|
$
|
(2,025
|
)
|
|
$
|
55,424
|
|
|
$
|
(6,889
|
)
|
|
$
|
3,379
|
|
|
$
|
70,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2007
|
|
|
14,224,536
|
|
|
$
|
142
|
|
|
$
|
2,041
|
|
|
$
|
18,576
|
|
|
$
|
(2,025
|
)
|
|
$
|
55,424
|
|
|
$
|
(6,889
|
)
|
|
$
|
3,379
|
|
|
$
|
70,648
|
|
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
675
|
|
|
|
|
|
|
|
(3,284
|
)
|
|
|
|
|
|
|
(2,609
|
)
|
Equity issuance from plan awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity issuance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-only strip receivable,
change in fair market value, net
of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,676
|
)
|
|
|
(3,676
|
)
|
Currency translation adjustment,
net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(74
|
)
|
|
|
(74
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,534
|
)
|
|
|
|
|
|
|
(18,534
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,284
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2008
|
|
|
14,224,536
|
|
|
|
142
|
|
|
|
2,041
|
|
|
|
18,576
|
|
|
|
(1,350
|
)
|
|
|
55,424
|
|
|
|
(28,707
|
)
|
|
|
(371
|
)
|
|
|
45,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to financial statements
6
Brooke Corporation
Consolidated Statements of Cash Flows
UNAUDITED
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
For three months
|
|
|
For three months
|
|
|
|
Ended March 31,
|
|
|
Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
(18,534
|
)
|
|
$
|
6,809
|
|
Adjustments to reconcile net income to net cash flows from
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
641
|
|
|
|
425
|
|
Amortization
|
|
|
933
|
|
|
|
564
|
|
(Gain) loss on sale of businesses
|
|
|
846
|
|
|
|
(681
|
)
|
Deferred income tax expense
|
|
|
|
|
|
|
584
|
|
Gain on sale of notes receivable
|
|
|
(99
|
)
|
|
|
(7,123
|
)
|
Loss on extinguishment of debt
|
|
|
8,210
|
|
|
|
|
|
Impairment loss
|
|
|
11,763
|
|
|
|
|
|
Provisions for stock awards
|
|
|
782
|
|
|
|
|
|
Minority interest
|
|
|
(10,809
|
)
|
|
|
|
|
(Increase) decrease in assets:
|
|
|
|
|
|
|
|
|
Accounts and notes receivable
|
|
|
(37,064
|
)
|
|
|
91,606
|
|
Other receivables
|
|
|
(5,840
|
)
|
|
|
(5,602
|
)
|
Prepaid expenses and other assets
|
|
|
(10,743
|
)
|
|
|
518
|
|
Business inventory
|
|
|
3,758
|
|
|
|
(3,632
|
)
|
Purchase of business inventory provided by sellers
|
|
|
105
|
|
|
|
6,121
|
|
Payments on seller notes for business inventory
|
|
|
(1,412
|
)
|
|
|
(1,519
|
)
|
Increase (decrease) in liabilities:
|
|
|
|
|
|
|
|
|
Accounts and expenses payable
|
|
|
39,887
|
|
|
|
6,130
|
|
Other liabilities
|
|
|
96,783
|
|
|
|
(2,307
|
)
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
79,207
|
|
|
|
91,893
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Cash payments for securities
|
|
|
(12,252
|
)
|
|
|
(21,941
|
)
|
(Purchase) sale of investments
|
|
|
(73,755
|
)
|
|
|
|
|
Cash payments for property and equipment
|
|
|
(899
|
)
|
|
|
(1,745
|
)
|
Purchase of subsidiary and business assets
|
|
|
(8,291
|
)
|
|
|
(18,548
|
)
|
Sale of subsidiary and business assets
|
|
|
|
|
|
|
7,518
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(95,197
|
)
|
|
|
(34,716
|
)
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Dividends paid
|
|
|
(2,609
|
)
|
|
|
(2,314
|
)
|
Cash proceeds from common stock issuance
|
|
|
|
|
|
|
324
|
|
Loan proceeds on debt
|
|
|
41,250
|
|
|
|
39,647
|
|
Payments on bond maturities
|
|
|
(45
|
)
|
|
|
(40
|
)
|
Advances (payments) on short-term borrowing
|
|
|
40,522
|
|
|
|
(10,537
|
)
|
Payments on long-term debt
|
|
|
(56,523
|
)
|
|
|
(86,192
|
)
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
22,595
|
|
|
|
(59,112
|
)
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
6,605
|
|
|
|
(1,935
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
5,158
|
|
|
|
21,203
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
11,763
|
|
|
$
|
19,268
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to financial statements.
7
Brooke Corporation
Notes to Consolidated Financial Statements
UNAUDITED
1. Summary of Significant Accounting Policies
(a) Basis of Presentation
The consolidated financial statements include the accounts of the Company and its
subsidiaries, except for the following qualifying special purpose entities formed for the purpose
of acquiring loans from Aleritas Capital Corp. (a d/b/a of Brooke
Credit Corporation Aleritas): Brooke Acceptance Company LLC, Brooke Captive Credit Company
2003, LLC, Brooke Capital Company, LLC, Brooke Securitization Company 2004A, LLC, Brooke
Securitization Company V, LLC, Brooke Securitization 2006-1, LLC, all of which have issued
asset-backed securities in which the Company is not obligated to repay, and Brooke Master Trust,
LLC, a wholly-owned subsidiary of Brooke Warehouse Funding, LLC, which has secured senior debt in
which the Company is not obligated to repay. Each is treated as its own separate and distinct
entity. Qualifying special purpose entities are specifically excluded from consolidation under FIN
46(R),
Consolidation of Variable Interest Entities
.
The unaudited consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles (GAAP) for interim financial reporting and with the
instructions to Form 10-Q of Regulation S-X. Accordingly, they do not include all of the
disclosures required by GAAP for complete financial statements and as such, should be read in
conjunction with the Companys annual report on Form 10-K for the year ended December 31, 2007.
Management believes that the disclosures are adequate to make the information presented not
misleading, and all normal and recurring adjustments necessary to present fairly the financial
position at March 31, 2008 and the results of its operations for all periods presented have been
made. The results of operations for any interim period are not necessarily indicative of the
Companys operating results for a full year.
Significant intercompany accounts and transactions have been eliminated in the consolidation
of the financial statements.
A complete summary of significant accounting policies is included in footnote 1 to the audited
consolidated financial statements included in the Companys annual report on Form 10-K for the year
ended December 31, 2007.
(b)
Cash Equivalents
For purposes of the statements of cash flows, the Company considers all cash on hand, cash in
banks, amounts due from banks, short-term investments purchased with a maturity of three months or
less, interest-bearing deposits with other banks due within three months, federal funds sold and
overnight investments to be cash and cash equivalents. Restricted cash is not included in cash
equivalents.
(c) Use of Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of certain assets, liabilities and disclosures.
Accordingly, the actual amounts could differ from those estimates. Any adjustments applied to
estimated amounts are recognized in the year in which such adjustments are determined.
It is at least reasonably possible these estimates will change in the near term.
(d) Allowance for Doubtful Accounts
Brooke Savings Banks provision for loan losses on loans and accrued interest are charged to
earnings when it is determined by management to be required. Managements monthly evaluation of the
adequacy of allowance accounts is based on past loss experience, known and inherent risks related
to the assets, adverse situations that may affect a borrowers ability to repay, estimated value of
the underlying collateral, and current and prospective economic conditions.
8
The allowance for loan losses is maintained at a level believed to be appropriate by
management to provide for probable loan losses inherent in the portfolio as of the balance sheet
date. While management uses available information to recognize probable losses on loans in the
portfolio, future additions to the allowances may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of their examination
process, periodically review the allowance for loan losses. Such agencies may require Brooke
Savings Bank to recognize additions to the allowance based on their judgments of information
available to them at the time of their examination.
A loan is impaired when, based on current information and events, it is probable that all
amounts due according to the contractual terms of the loan agreement will not be collected. Loan
impairment is measured based on the present value of expected future cash flows discounted at the
loans effective interest rate or, as a practical expedient, at the observable market price of the
loan, or the fair value of the collateral if the loan is collateral dependent. Homogeneous loans
are evaluated collectively for impairment.
The activity in the Brooke Savings Bank allowance for loan losses is summarized below:
|
|
|
|
|
(in thousands)
|
|
2008
|
|
Balance at December 31, 2007
|
|
$
|
190
|
|
Provision for loan losses
|
|
|
|
|
Losses charged off
|
|
|
(2
|
)
|
Recoveries
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2008
|
|
$
|
188
|
|
|
|
|
|
Impaired and nonaccruing loans at March 31, 2008 aggregated approximately $182,000 for Brooke
Savings Bank for which an allowance of $5,000 has been established.
The Company estimates that a certain level of accounts receivable, primarily franchisee
account balances, will be uncollectible; therefore, allowances of $1,200,000 and $1,114,000 at
March 31, 2008 and December 31, 2007, respectively, have been established. The Companys franchise
subsidiary regularly assists its franchisees by providing commission advances during months when
commissions are less than expected, but expects repayment of all such advances within four months.
At March 31, 2008, the amount of allowance was determined after analysis of several specific
factors, including franchise advances classified as watch status.
Aleritas credit loss exposure is limited to on-balance sheet loans (other than loans sold to
warehouse special purpose entities which are classified as on-balance sheet) and the retained
interest in loans which have been sold to qualifying special purpose entities that have issued
asset-backed securities or off-balance sheet bank debt. A credit loss assumption is inherent in the
calculations of retained interest-only strip receivables resulting from loans that are sold. Prior
to 2007, no reserve for credit losses has been made for on-balance sheet loans held in inventory
for eventual sale for two reasons. First, these loans were typically held for six to nine months
before being sold to investors and, therefore, had a short-term exposure to loss. Second,
commissions received by Brooke Capital Corporation, an affiliate of
the Company (Brooke Capital), are typically distributed to Aleritas for loan payments
prior to distribution of commissions to the franchisee borrower and most other creditors thereby
reducing loan losses. Losses were written off to loan loss expense as they were identified.
However, given the rapid growth that Aleritas had experienced over the past two years, the
seasoning of the loan portfolio, increased delinquencies of on-balance sheet loans and managements
expectation that loans will be held longer than previously (for nine to twelve months) before being
sold, Aleritas established a reserve for potential loan losses on the on-balance sheet loans in the
third quarter of 2007. The reserve for credit losses includes two key components: (1) loans that
are impaired under SFAS No. 114,
Accounting by Creditors for Impairment of a Loanan amendment of
FASB Statements No. 5 and 15,
and (2) reserves for estimated losses inherent in the rest of the
portfolio based upon historical and projected credit risk. In March 2008, Brooke Capital
Corporation, an affiliate of the Company, and the sole collateral preservation provider for
Franchise loans provided an analysis of credit loss exposure per agency
based upon their estimates regarding liquidation value of each agency.
9
This analysis followed
a decision and disclosure by Brooke Capital in November 2007 that they would place less
emphasis on rehabilitating poorly performing franchisees and more emphasis on terminating or
liquidating poorly performing franchisees. Based on this plan and action, the loan loss reserve
for on balance sheet loans was increased by $12,537,000 in the first quarter 2008 to reflect the
increased potential losses resulting from the liquidation of several agencies as well as potential
losses on other loans in the portfolio. A reserve of $14,101,000 and $1,655,000 was held at March
31, 2008, and December 31, 2007, respectively. Management will evaluate the adequacy of the reserve
on an ongoing basis in the future utilizing the credit metrics underlying the reserve and input
from its collateral preservation providers.
The following schedule entitled Valuation and Qualifying Accounts summarizes the Allowance
for Doubtful Accounts activity for the periods ended March 31, 2008 and December 31, 2007.
Additions to the allowance for doubtful accounts are charged to expense.
Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
Beginning of
|
|
|
Charges to
|
|
|
Write
|
|
|
End of
|
|
(in thousands)
|
|
the Period
|
|
|
Expenses
|
|
|
Offs
|
|
|
the Period
|
|
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2007
|
|
|
1,466
|
|
|
|
8,608
|
|
|
|
7,115
|
|
|
|
2,959
|
|
Period ended March 31, 2008
|
|
$
|
2,959
|
|
|
$
|
12,887
|
|
|
$
|
357
|
|
|
$
|
15,489
|
|
The Company does not accrue interest on loans that are 90 days or more delinquent and payments
received on all such loans are applied to principal. Loans and accounts receivables are written off
when management determines that collection is unlikely. This determination is made based on
managements experience and evaluation of the debtors circumstances.
(e) Revenue Recognition
Commissions.
The Company has estimated and accrued a liability for commission refunds of
$516,000 and $570,000 at March 31, 2008 and December 31, 2007, respectively.
Interest income, net
. The Company recognizes interest income when earned. A portion of the
interest income that the Company receives on its loans is paid out to the holders of its
participation interests and qualifying special purpose entities. A portion of the interest
received on loans sold to qualifying special purpose entities is recognized as received. Payments
to these holders are accounted for as participating interest expense, which is netted against gross
interest income. Participating interest expense was $7,830,000 and $7,486,000, respectively, for
the three-month periods ended March 31, 2008 and 2007.
(f) Amortizable Intangible Assets
Amortization was $125,000 and $105,000 for the three-month periods ended March 31, 2008 and
2007, respectively.
In connection with the Companys acquisition of 100% of the outstanding ownership interests of
CJD & Associates, L.L.C., additional payments of the purchase price have been made in the amount of
$3,283,000 since the initial purchase in July of 2002 and recorded as Amortizable Intangible
Assets.
As a result of the acquisition of CJD & Associates, L.L.C. on July 1, 2002, the Company
recorded additional Amortizable Intangible Assets of $21,000 (net of accumulated amortization of
$174,000).
10
(g) Investment in Businesses
The number of businesses purchased to hold in inventory for sale for the three-month periods
ended March 31, 2008 and 2007 was two and seven, respectively. Correspondingly, the number of businesses
sold from inventory for the three-month periods ended March 31,
2008 and 2007 was three and three,
respectively. At March 31, 2008 and December 31, 2007, the Investment in Businesses inventory
consisted of five businesses and six businesses, respectively, with fair market values totaling
$5,655,000 and $9,413,000, respectively.
(h) Deferred Charges
Net of amortization, the total balance of all deferred charges for the Company at March 31,
2008 and December 31, 2007 was $8,143,000 and $11,310,000, respectively.
Net of amortization, the balance of deferred charges associated with financings for Aleritas
at March 31, 2008 and December 31, 2007 was $2,051,000 and $5,354,000, respectively. During the
first quarter of 2007 there was an additional $349,000 in deferred charges primarily associated
with the transaction by which Aleritas merged with Oakmont Acquisition Corp.
(Oakmont). The previously deferred charges associated with the establishment of the Fifth Third
Bank line of credit in 2006 of $388,000 were expensed during the three-month period ended March 31,
2007, as closing costs associated with amending the Fifth Third facility. Deferred charges
decreased during 2008 primarily due to the realization of $4.1 million of previously deferred
financing costs associated with the early pay-off in March 2008 of Falcon Jordan notes issued on
October 31, 2006.
Commissions and other costs of acquiring life insurance, which vary with, and are primarily
related to, the production of new business, have been deferred to the extent recoverable from
future policy revenues and gross profits. The acquisition costs are being amortized over the
premium paying period of the related policies using assumptions consistent with those used in
computing policy reserves. Net of amortization, the balance was $5,452,000 and $5,406,000 at March
31, 2008 and December 31, 2007, respectively.
Commissions and other costs of acquiring property and casualty insurance, which vary with, and
are primarily related to, the production of new business, have been deferred to the extent
recoverable from future policy revenues and gross profits. The acquisition costs are being
amortized over the premium paying period of the related policies using assumptions consistent with
those used in computing policy reserves. Net of amortization, the balance was $640,000 and $550,000
at March 31, 2008 and December 31, 2007, respectively.
(i) Per Share Data
Basic net income per share is calculated by dividing net income, less preferred stock
dividends declared in the period (whether or not paid) and the dividends accumulated for the period
on cumulative preferred stock (whether or not earned), by the average number of shares of the
Companys common stock outstanding. Diluted net income per share is calculated by including the
probable conversion of preferred stock to common stock, and then dividing net income, less
preferred stock dividends declared on non-convertible stock during the period (whether or not paid)
and the dividends accumulated for the period on non-convertible cumulative preferred stock (whether
or not earned), by the adjusted average number of shares of the Companys common stock outstanding.
Total preferred stock dividends declared during the three-month periods ended March 31, 2008 and
2007 were $49,000 and $49,000, respectively.
|
|
|
|
|
|
|
|
|
(in
thousands, except share and per share data)
|
|
March 31, 2008
|
|
|
March 31, 2007
|
|
Basic Earnings Per Share
|
|
|
|
|
|
|
|
|
Net Income (loss)
|
|
$
|
(18,534
|
)
|
|
$
|
6,809
|
|
Less: Preferred Stock Dividends
|
|
|
(724
|
)
|
|
|
(724
|
)
|
|
|
|
|
|
|
|
Income (loss) Available to Common
Stockholders
|
|
|
(19,258
|
)
|
|
|
6,085
|
|
Average Common Stock Shares
|
|
|
13,966
|
|
|
|
12,560
|
|
|
|
|
|
|
|
|
Basic Earnings (loss) Per Share
|
|
$
|
(1.38
|
)
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Diluted Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss)
|
|
|
|
|
|
$
|
(18,534
|
)
|
|
|
|
|
|
$
|
6,809
|
|
Less: Preferred Stock
Dividends on
Non-Convertible Shares
|
|
|
|
|
|
|
(49
|
)
|
|
|
|
|
|
|
(49
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) Available to
Common Stockholders
|
|
|
|
|
|
|
(18,583
|
)
|
|
|
|
|
|
|
6,760
|
|
Average Common Stock Shares
|
|
|
13,966
|
|
|
|
|
|
|
|
12,560
|
|
|
|
|
|
Plus: Assumed Exercise of
1,176,471 Preferred Stock
|
|
|
1,176
|
|
|
|
|
|
|
|
1,176
|
|
|
|
|
|
Plus: Assumed Exercise of
124,240 and 103,940 Stock
Options
|
|
|
124
|
|
|
|
15,266
|
|
|
|
104
|
|
|
|
13,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings (loss) Per Share
|
|
|
|
|
|
$
|
(1.38
|
)
|
|
|
|
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The convertible preferred stock is anti-dilutive at March 31, 2008 and 2007. These shares
are excluded from the dilution calculation and included as preferred stock dividend.
|
(j) Advertising
Total advertising and marketing expense for the three-month periods ended March 31, 2008 and
2007 was $4,260,000 and $3,985,000, respectively.
(k) Restricted Cash
In connection with Industrial Revenue Bonds, the amount of cash held at First National Bank of
Phillipsburg at March 31, 2008 and December 31, 2007 was $42,000 and $73,000, respectively.
In connection with future loan payments of Brooke Acceptance Company LLC, Brooke Captive
Credit Company 2003, LLC, Brooke Securitization Company 2004A, LLC, Brooke Capital Company, LLC,
Brooke Securitization Company V, LLC and Brooke Securitization Company 2006-1, LLC, the amount of
commissions held at March 31, 2008 and December 31, 2007 was $257,000 and $171,000, respectively.
The Company holds amounts in escrow in a cash account for certain borrowers for the purpose of
paying debt service, property taxes and/or property insurance typically paid during the first year
of the loan financing. The amount of escrowed cash held at March 31, 2008 and December 31, 2007 was
$154,000 and $210,000, respectively.
(m) Accounts and Notes Receivable, Net
The net notes receivable included as part of the Accounts and Notes Receivable, Net asset
category are available for sale and are carried at the lower of cost or market. Based on
managements experience, the carrying value approximates the fair value. Any changes in the net
notes receivable balances are classified as an operating activity.
Brooke Savings Bank loan receivables are stated at unpaid principal balances, less unamortized
discounts and premiums, the allowance for loan losses, and net deferred loan origination fees.
Interest on loans is credited to income as earned. Interest accruals are discontinued when a loan
becomes 90 days delinquent and all unpaid accrued interest is reversed. Interest income is
subsequently recognized only to the extent cash payments are received. Interest accrual would be
resumed if the loan was brought current prior to repossession or foreclosure. Loans receivable are
charged off to the extent the receivable is deemed uncollectible.
12
Brooke Savings Bank loan origination fees received in excess of certain direct origination
costs are deferred and amortized into income over the life of the loan using the interest method or
recognized when the loan is sold.
Mortgage loans originated and intended for sale in the secondary market are carried at the
lower of cost or estimated market value in the aggregate. Net unrealized losses are recognized
through the statements of income. Brooke Savings Bank generally has commitments to sell mortgage
loans held for sale in the secondary market. Gains or losses on sales are recognized upon delivery.
(n) Other Assets
The Company has purchased certain lottery prize cash flows, representing the assignments of
the future payment rights from lottery winners at a discounted price. Payments on these cash flows
will be made by state run lotteries and as such are backed by the general credit of the respective
states. At March 31, 2008 and December 31, 2007, the carrying value of these other assets was
approximately $3,429,000 and $3,527,000, respectively.
(o) Securities
The carrying values of securities were $86,347,000 and $89,634,000 at March 31, 2008 and
December 31, 2007, respectively, and consisted primarily of three types of securities (or retained
residual assets): interest-only strip receivables in loans sold; retained over-collateralization
interests in loans sold; and cash reserves. The aggregate carrying values of the retained residual
assets from the sale of loans was $84,476,000 and $87,763,000 at March 31, 2008 and December 31,
2007, respectively. The carrying value for the corresponding marketable securities approximates
the fair value as calculated by the Company using reasonable assumptions. The value of the
Companys retained residual assets is subject to credit and prepayment risks on the transferred
financial assets.
In March 2007, the Company purchased 748,000 shares of Northern Capital, Inc. Class B
Convertible Preferred Stock at a price of $2.50 per share for a carrying value of $1,870,000.
Northern Capital, Inc. is a managing general agent that owns a Florida insurance company. In June
2007, the Company purchased 850,000 shares of Oakmont Acquisition Corp. common stock at an average
price per share of $5.76 for a carrying value of $4,894,000. In July of 2007, Oakmont merged with
Brooke Credit Corporation.
When the Company sells notes receivable to qualifying special purpose entities, it retains an
interest-only strip receivable or retained interest. The carrying values of the interest-only strip
receivable in loans sold to qualifying special purpose entities were $24,225,000 and $28,144,000 at
March 31, 2008 and December 31, 2007, respectively. The amount of gain or loss recorded on the
sale of notes receivable to qualifying special purpose entities depends in part on the previous
carrying amount of the financial assets involved in the transfer, allocated between the assets sold
and the assets retained based on their relative fair value at the date of transfer. To initially
obtain fair value of the retained interest-only strip receivable resulting from the sale of notes
receivable to qualifying special purpose entities, quoted market prices are used, if available.
However, quotes are generally not available for such retained residual assets. Therefore, the
Company typically estimates fair value for these assets. The fair value of the interest-only strip
receivables retained is based on the present value of future expected cash flows using managements
best estimates of key assumptions, credit losses (0.50% annually), prepayment speed (12.00%
annually) and discount rates (11.00%) commensurate with the risks involved. The amount of
unrealized gain (loss) on the retained residual assets was $(832,000) and $(89,000) at March 31,
2008 and December 31, 2007, respectively. The interest-only strip receivables have varying dates of
maturity ranging from the fourth quarter of 2015 to the second quarter of 2021.
13
When the Company sells notes receivable to qualifying special purpose entities, it retains an
over-collateralization interests in loans sold and cash reserves. The carrying values of retained
over-collateralization interests were $59,401,000 and $63,507,000 at March 31, 2008 and
December 31, 2007,
respectively. The carrying values of cash reserves were $850,000 and $850,000 at March 31,
2008 and December 31, 2007, respectively. The fair value of the over-collateralization interest in
the loans sold to qualifying special purpose entities that have issued asset-backed securities has
been estimated at the par value of the underlying loans less the asset-backed securities sold. The
fair value of the over-collateralization interest in the loans sold to qualifying special purpose
entities that have secured bank debt, is based on the present value of future expected cash flows
using managements best estimates of key assumptions, credit losses (0.50% annually), prepayment
speed (12.00% annually) and discount rates (11.00%) commensurate with the risks involved. The cash
reserves do not represent credit enhancement reserves for benefit of the asset-backed security
holders and creditors of the qualifying special purpose entities. These reserves are for the
benefit of the third party trustee and servicer and if not used for excessive trustee and servicer
expenses, the funds will be returned to the Company once the last note receivable held by the
qualifying special purpose entity has matured. If excessive expenses are incurred by the trustee
and servicer the Company will expense the reduction of the cash reserve. No excessive expenses have
been incurred by the trustees and servicers to date. The fair value of the cash reserves has been
estimated at the cash value of the reserve account.
The notes receivable sold in April 2003, November 2003, June 2004, March 2005, December 2005
and July 2006 involved the issuance of asset-backed securities by the following qualifying special
purpose entities: Brooke Acceptance Company, LLC; Brooke Captive Credit Company 2003, LLC; Brooke
Securitization Company 2004A, LLC; Brooke Capital Company, LLC; Brooke Securitization Company V,
LLC; and Brooke Securitization Company 2006-1, LLC, respectively. In September 2006, Brooke
Warehouse Funding, LLC entered into a receivables financing agreement with Fifth Third Bank which
was classified as secured borrowings. However, in March 2007, Brooke Warehouses Fifth Third
facility was paid off and replaced with a new off balance sheet facility through Brooke Warehouse
Funding, LLCs wholly-owned qualifying special purpose entity, Brooke Acceptance Company 2007-1,
LLC. Therefore, the loans sold in March 2007 to Brooke Warehouse Funding, LLC, the Companys
special purpose entity, involved the incurrence of debt owed to Fifth Third Bank by Brooke
Acceptance Company 2007-1, LLC, a wholly-owned qualifying special purpose entity subsidiary of the
Brooke Warehouse Funding, LLC. Loans sold to Brooke Warehouse Funding, LLC are participated to
Brooke Acceptance Company 2007-1, LLC which are then pledged to Fifth Third Bank for the off
balance sheet debt. The purchase of loans by Brooke Warehouse Funding, LLC, the participation of
those loans to Brooke Acceptance Company 2007-1, LLC and the pledge to Fifth Third Bank occurred
simultaneously. In December 2007, Brooke Acceptance Company 2007-1, LLC was replaced by Brooke
Master Trust, LLC. Loans now sold to Brooke Warehouse Funding, LLC are participated to Brooke
Master Trust, LLC which are then pledged to Fifth Third Bank for the off-balance sheet debt.
Upon the sale of financial assets to qualifying special purpose entities, the unaffiliated
trustees over the qualifying special purpose entities and the investors and lenders to the
qualifying special purpose entities obtain full control over the assets and obtain the right to
freely pledge or transfer the notes receivable. Servicing associated with the transferred assets is
primarily the responsibility of unaffiliated servicing companies, which are compensated directly
from cash flows generated from the transferred assets. The Company is retained as a secondary or
sub-servicer. No servicing asset or servicing liability is recorded because servicing income is
offset by servicing expense and represents the adequate compensation as determined by the market.
Although the Company does not provide recourse on the transferred notes and is not obligated
to repay amounts due to investors and creditors of the qualifying special purpose entities, its
retained assets are subject to loss, in part or in full, in the event credit losses exceed initial
and ongoing management assumptions used in the fair market value calculation. Additionally, a
partial loss of retained assets could occur in the event actual prepayments exceed managements
initial and ongoing assumptions used in the fair market calculation. In the first quarter of 2008,
the Company wrote down the value of the securities balance by $11,763,000 due to expected credit
losses on loans in its securitizations. As credit losses are realized they are expected to
initiate provisions in the securitizations documents that result in the discontinuation of cash
distributions from the qualifying special purpose entities until the financial ratios in the
securitizations are brought back into compliance. In the fourth quarter of 2007, the Company wrote
down the value of the securities balance by $5,517,000 due to expected credit losses on loans in
its securitizations, actual prepayments exceeding assumed prepayments, and an increase in the
prepayment assumption going forward.
14
Cash flows associated with the Companys retained assets in the transferred assets are
subordinate to cash flow distributions to the trustee over the transferred assets, servicer of the
transferred loans, collateral preservation providers of the transferred loans, investors and
creditors of the qualifying special purpose entities. Actual prepayments and credit losses will
impact the amount and frequency of cash flow distributions to the Company from its retained assets.
Although the Company expects to receive a certain level of cash flows over the life of the sold
financial assets and the term of the asset-backed securities and senior debt secured by the
qualifying special purpose entities, the Company will not receive full return of its retained
assets until all obligations of the qualifying special purpose entities with respect to underlying
loans are met.
Subsequent to the initial calculation of the fair value of retained interest, the Company
utilizes a fair market calculation methodology (utilizing the same methodology used to establish
the initial fair value) to determine the ongoing fair market value of the retained interest.
Ongoing fair value is calculated using the then current outstanding principal of the transferred
notes receivable and the outstanding balances due unaffiliated purchasers, which are reflective of
credit losses and prepayments prior to the fair value recalculation. Additionally, the Company
completes an ongoing analysis of key assumptions used in the fair market value calculation to
ensure that such assumptions used in the calculation are viable, based on current and historical
prepayments and credit loss trends within similar asset types. Based upon this analysis and due to
recent prepayment trends, the prepayment rate assumption used in the asset valuation was increased
from 10% to 12% annually in the fourth quarter of 2007. All other assumptions remained the same.
Management may make necessary adjustments to key assumptions based on current and historical
trends, which may result in an immediate reduction or impairment loss in the fair market value of
retained interest. During 2007 and 2006, the securitized pools of loans experienced an increase in
the prepayment rate, and as a result, management determined that an other than temporary
impairment occurred. The Company recorded an impairment losses related to the prepayment rate of
$778,000 for the year ended December 31, 2007. Credit losses in the near term in the securitization
portfolios are expected to be significantly higher than historical
levels and higher than the 0.5%
credit loss assumption. Management believes that this increase is directly attributable to market
conditions which are cyclical such as the soft insurance marketplace and higher interest rates than
when certain of the loans were originated. The 0.5% credit loss assumption determined by management
is an average rate over the life of the portfolio. Management believes that during the remaining
term of this portfolio, several cycles are likely to occur which could increase or decrease actual
credit loss rates; however, management continues to believe the average rate assumption used is
appropriate. Summarized in footnote 2 is a sensitivity analysis or stress test on retained
interests to determine the impact of a 10% and 20% variance in key assumptions currently used by
management to calculate the fair value of retained interests.
Footnote 2 also contains a table summarizing the principal balances of loans managed by the
Company. Included within the table are delinquency and net credit loss trends of managed
receivables at March 31, 2008 and December 31, 2007.
The Company classifies the investment securities portfolios between those securities intended
to be held to maturity, those securities available-for-sale, and those securities held for trading
purposes.
Investment securities classified as held-to-maturity are those securities which the Company
has the ability and positive intent to hold to maturity regardless of changes in market condition,
liquidity needs, or changes in general economic conditions. These securities are stated at cost,
adjusted for amortization of premiums and accretion of discounts, over the period to maturity using
the interest method.
Investment securities classified as available-for-sale are those securities that the Company
intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to
sell a security classified as available-for-sale would be based on various factors, including
significant movements in interest rates, liquidity needs, regulatory capital considerations, and
other similar factors. These securities are carried at fair value with unrealized gains or losses
reported as increases or decreases in accumulated other comprehensive income, net of the related
deferred tax effect.
15
Trading securities are those securities that that may be purchased and held principally for
the purpose of selling in the near term. Such securities are carried at fair value with unrealized
gains or losses included in earnings. Realized gains or losses, determined on the basis of the cost
of specific securities sold, are included in earnings. Unrealized losses for securities classified
as held to maturity and available for sale judged to be other than temporary are charged to
operations. As of March 31, 2008 and December 31, 2007, all investment securities within the
Companys portfolio were classified as available-for-sale.
(p) Insurance Losses and Loss Expenses
Insurance losses to be incurred and loss expenses to be paid by DB Indemnity, Ltd. and Delta
Plus Holdings, Inc. are estimated and recorded when advised by the insured. Outstanding losses and
loss expense adjustments represent the amounts needed to provide for the estimated ultimate cost of
settling claims relating to insured events that have occurred before the balance sheet date. These
amounts are based upon estimates of losses reported by the insureds plus an estimate for losses
incurred but not reported.
Management believes that the provision for outstanding losses and loss expenses will be
adequate to cover the ultimate net cost of losses incurred to the balance sheet date, but the
provision is necessarily an estimate and may ultimately be settled for a significantly greater or
lesser amount. It is at least reasonably possible that management will revise this estimate
significantly in the near term. Any subsequent differences arising are recorded in the period in
which they are determined.
The Company has established an allowance of $6,277,000 at March 31, 2008 and $7,840,000 at
December 31, 2007, respectively, for losses on property and casualty insurance policies issued by
Traders Insurance Company. Reserves of $600,000 and $600,000 at March 31, 2008 and December 31,
2007, respectively, were established for claims on financial guaranty policies issued by
DB Indemnity, Ltd. on loans originated by the Companys finance subsidiary.
(q) Other Operating Interest Expense
Operating interest expense includes interest paid by the Companys finance subsidiary to DZ
BANK AG Deutsche Zentral-Genossenschaftsbank, Fifth Third Bank, and Home Federal Savings and Loan
Association of Nebraska on line of credit loans for the purpose of originating insurance agency
loans, originating funeral home loans and financing the over-collateralization portion of loans
funded with the other lines of credit, and is, therefore, an operating expense. The interest paid
and accrued for the three-month periods ending March 31, 2008 and 2007 was $761,000 and $1,815,000,
respectively.
(r) Interest-only Strip Receivable
The aggregate carrying values of interest-only-strip receivables were $7,820,000 and
$7,749,000 at March 31, 2008 and December 31, 2007, respectively. The amount of unrealized gain on
the interest-only strip receivable was $279,000 at March 31, 2008 and $273,000 at December 31,
2007. The interest-only strip receivables have varying dates of maturities ranging from the third
quarter of 2011 to the first quarter of 2027. The interest-only strip receivables have varying
maturities ranging from the second quarter of 2010 to the fourth quarter of 2026.
(s) Investments
At
March 31, 2008 and December 31, 2007, the Company classified all of its fixed maturity and
equity investments as available-for-sale securities and carried them at fair value with unrealized
gains and losses, net of applicable income taxes, reported in other comprehensive income.
Available-for-sale securities are those that the Company intends to hold for an indefinite period
of time, but not necessarily to maturity. Any decision to sell a security classified as
available-for-sale would be based on various factors, including significant movements in interest
rates, liquidity needs, regulatory capital considerations and other similar factors.
16
Available-for-sale securities at March 31, 2008 and December 31, 2007 are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
(in thousands)
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
|
$
|
1,781
|
|
|
$
|
87
|
|
|
$
|
0
|
|
|
$
|
1,868
|
|
U.S. Government Agency
|
|
|
65,476
|
|
|
|
204
|
|
|
|
347
|
|
|
|
65,333
|
|
Corporate bonds
|
|
|
21,670
|
|
|
|
209
|
|
|
|
1,259
|
|
|
|
20,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
88,927
|
|
|
$
|
500
|
|
|
$
|
1,606
|
|
|
$
|
87,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
$
|
828
|
|
|
$
|
84
|
|
|
$
|
117
|
|
|
$
|
795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
(in thousands)
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
|
$
|
1,729
|
|
|
$
|
30
|
|
|
$
|
|
|
|
$
|
1,759
|
|
U.S. Government Agency
|
|
|
28,267
|
|
|
|
51
|
|
|
|
105
|
|
|
|
28,213
|
|
Corporate bonds
|
|
|
20,678
|
|
|
|
144
|
|
|
|
750
|
|
|
|
20,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
50,674
|
|
|
$
|
225
|
|
|
$
|
855
|
|
|
$
|
50,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
$
|
829
|
|
|
$
|
119
|
|
|
$
|
105
|
|
|
$
|
843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost and fair value of fixed maturities at March 31, 2008, by contractual
maturity, are shown below. Actual maturities may differ from contractual maturities because certain
borrowers may have the right to call or prepay obligations.
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
(in thousands)
|
|
Amortized Cost
|
|
|
Fair Value
|
|
Due in one year or less
|
|
$
|
1,921
|
|
|
$
|
1,913
|
|
Due after one year through five years
|
|
|
8,112
|
|
|
|
8,006
|
|
Due after five years through ten years
|
|
|
9,649
|
|
|
|
9,221
|
|
Due after ten years
|
|
|
11,133
|
|
|
|
10,708
|
|
Mortgage-backed bonds
|
|
|
58,112
|
|
|
|
57,973
|
|
|
|
|
|
|
|
|
|
|
$
|
88,927
|
|
|
$
|
87,821
|
|
|
|
|
|
|
|
|
The fair values for investments in fixed maturities are based on quoted market prices.
Brooke Savings Bank has a blanket collateral agreement with the Federal Home Loan Bank in
order to obtain advances. At March 31, 2008, no overnight advances were outstanding. However, the
Bank has pledged qualifying mortgage-backed securities, with fair values of approximately
$12,824,000 in connection with this advance agreement.
Included in investments are securities pledged to various state insurance departments. The
fair value of these securities were $4,620,000 and $4,842,000 at March 31, 2008 and December 31,
2007, respectively.
Also included in investments at March 31, 2008 are certain interest bearing deposits and other
short-term investments totaling $36,026,000. The carrying values of these investments approximate
their fair values.
17
Interest earned on investments is included in investment income as earned. Realized gains or
losses on the sales of investments are recognized in operations on the specific identification
basis. Impairments that are judged to be other than temporary are recognized as realized losses.
(t) Policy and Contract Liabilities
Annuity contract liabilities (future annuity benefits) are computed using the retrospective
deposit method and consist of policy account balances before deduction of surrender charges, which
accrue to the benefit of policyholders. Premiums received on annuity contracts are recognized as an
increase in a liability rather than premium income. Interest credited on annuity contracts is
recognized as an expense.
Traditional life insurance policy benefit liabilities (future policy benefits) are computed on
a net level premium method using assumptions with respect to current yield, mortality, withdrawal
rates, and other assumptions deemed appropriate by the Company.
Policy claim liabilities represent the estimated liabilities for claims reported plus claims
incurred but not yet reported. The liabilities are subject to the impact of actual payments and
future changes in claim factors.
Policyholder premium deposits represent premiums received for the payment of future premiums
on existing policyholder contracts. Premium deposits are recognized as an increase in a liability
rather than premium income. Interest credited on the premium deposits is recognized as an expense.
(u) Warrant Obligation
The warrant obligation consisted of the detachable warrants for Aleritas common stock issued
in connection with Aleritas debt offering during the fourth quarter of 2006. The detachable
noteholder warrants are within the scope of SFAS 150,
Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity.
SFAS 150 requires issuers to classify as
liabilities (or assets under certain circumstances) free-standing financial instruments which, at
inception, require or may require an issuer to settle an obligation by transferring assets.
SFAS 150 requires the detachable warrants issued to the noteholders to be classified as a
liability since warrants incorporated a put option. The holders of these warrants could exercise
their rights to force Aleritas to repurchase the warrants and/or warrant shares at the appraised
value of the common stock, less the warrant exercise price of $0.01 per share. At each balance
sheet date, any change in the calculated fair market value of the warrant obligation must be
recorded as additional interest costs or financing income. Since the exercise price of the warrants
is nominal, the change in the fair market value of the warrants represents the additional cost or
income for the period.
Also in accordance with SFAS 150, the noteholder warrants were initially recorded as a
discount to the notes based on the fair market value of the warrants at November 1, 2006, or
approximately $2,737,000. The discount on the notes was to be amortized over the life of the notes
using the effective interest method. During July 2007, the warrants were amended to remove the put
option. The decrease in the market value of the liability from the beginning of 2007 through July
2007, $467,000, was recorded as a reduction of other interest expense. The amount of amortization
resulting from discount accretion for the period ended March 31, 2008 and 2007 was $2,428,000 and
$63,000, respectively. The unamortized balance of the discount on the notes, $2,381,000, was
written off to repurchase of debt expense during the first quarter of 2008.
18
(v) Deposits
Deposits as of March 31, 2008 are summarized below:
|
|
|
|
|
|
|
2008
|
|
(in thousands)
|
|
Amount
|
|
Noninterest-bearing checking
|
|
$
|
3,666
|
|
Savings
|
|
|
232
|
|
Interest-bearing checking
|
|
|
7,633
|
|
Money market
|
|
|
18,327
|
|
|
|
|
|
|
|
|
29,858
|
|
Certificates of deposit
|
|
|
82,589
|
|
IRAs
|
|
|
9,464
|
|
|
|
|
|
|
|
$
|
121,911
|
|
|
|
|
|
As of March 31, 2008, scheduled maturities of certificates of deposit and IRA accounts are
shown below:
|
|
|
|
|
(in thousands)
|
|
Amount
|
|
Within one year
|
|
$
|
83,996
|
|
One to three years
|
|
|
6,584
|
|
Three to five years
|
|
|
1,454
|
|
Over five years
|
|
|
19
|
|
|
|
|
|
|
|
$
|
92,053
|
|
|
|
|
|
As of March 31, 2008, there were 151 certificate of deposit accounts of $100,000 or more
totaling $21,710,000. These deposits are insured up to $100,000 by the Deposit Insurance Fund
(DIF), which is administered by the Federal Deposit Insurance Corporation and is backed by the full
faith and credit of the U. S. government.
Regulations of the Federal Reserve System require reserves to be maintained by all banking
institutions according to the types and amounts of certain deposit liabilities. These requirements
restrict usage of a portion of Brooke Savings Banks available cash balances from everyday usage in
its operations. The minimum reserve requirements as of March 31, 2008 totaled $70,000.
Interest expense on deposits totaled approximately $980,000 for the three months ended March
31, 2008.
2. Notes Receivable
At March 31, 2008 and December 31, 2007, accounts and notes receivable consisted of the
following:
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
03/31/2008
|
|
|
12/31/2007
|
|
Business loans
|
|
$
|
630,269
|
|
|
$
|
606,596
|
|
Less: Business loans sold
|
|
|
(512,013
|
)
|
|
|
(517,743
|
)
|
Commercial real estate loans
|
|
|
103,725
|
|
|
|
96,024
|
|
Less: Real estate loans sold
|
|
|
(63,638
|
)
|
|
|
(60,672
|
)
|
Loans with subsidiaries
|
|
|
16,047
|
|
|
|
19,786
|
|
Less: Subsidiary loans sold
|
|
|
(16,047
|
)
|
|
|
(19,786
|
)
|
Plus: Loans sold not classified as a true sale
|
|
|
54,263
|
|
|
|
39,452
|
|
Other Loans
|
|
|
1,352
|
|
|
|
681
|
|
|
|
|
|
|
|
|
Total notes receivable, net
|
|
|
213,958
|
|
|
|
164,338
|
|
Interest earned not collected on notes*
|
|
|
7,523
|
|
|
|
7,132
|
|
Customer receivables
|
|
|
27,276
|
|
|
|
27,687
|
|
Deferred loan fees
|
|
|
(16
|
)
|
|
|
(10
|
)
|
Allowance for doubtful accounts
|
|
|
(15,489
|
)
|
|
|
(2,959
|
)
|
|
|
|
|
|
|
|
Total accounts and notes receivable, net
|
|
$
|
233,252
|
|
|
$
|
196,188
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The Company has a corresponding liability for interest payable to participating lenders in
the amounts of $1,343,000 and $1,609,000 at March 31, 2008 and December 31, 2007,
respectively.
|
19
Aleritas has loaned money to the Company and to other subsidiaries of the Company. These notes
receivable have been eliminated in consolidation to the extent the notes receivable have not been
sold to an unaffiliated third party. The sale of all or a portion of the intracompany notes
receivable to an unaffiliated third party results in a notes payable, as discussed in footnote 4.
Loan participations and loan securitizations represent the transfer of notes receivable, by
sale, to participating lenders or asset-backed security investors. The Company receives
consideration from the transfer of notes receivable, through retained interest and servicing
assets. These transfers are accounted for by the criteria established by SFAS 140,
Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
The transfers that do not meet the criteria established by SFAS 140,
Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities,
are classified as secured
borrowings and the balances are recorded as both a note receivable asset and participation payable
liability. At March 31, 2008 and December 31, 2007, secured borrowings totaled $54,263,000 and
$39,452,000, respectively.
Of the notes receivable sold, at March 31, 2008 and December 31, 2007, $521,388,000 and
$538,963,000, respectively, were accounted for as sales because the transfers meet the criteria
established by SFAS 140,
Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities.
The following provides details concerning notes receivable sold. Purchasers of these notes
receivable obtained full control over the transferred assets (i.e. notes receivable) and obtained
the right, free of conditions that constrain them from taking advantage of that right, to pledge or
exchange the notes receivable. Furthermore, the agreements to transfer assets do not entitle, nor
obligate, the Company to repurchase or redeem the notes receivable before their maturity, except in
the event of an uncured breach of warranty.
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Securitizations
|
|
$
|
119,564
|
|
|
$
|
128,711
|
|
Participations
|
|
|
223,409
|
|
|
|
232,144
|
|
Off-balance sheet warehouse facility
|
|
|
179,415
|
|
|
|
181,093
|
|
Participations
on subsidiary loans
|
|
|
11,300
|
|
|
|
14,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable sold
|
|
$
|
533,688
|
|
|
$
|
556,520
|
|
|
|
|
|
|
|
|
When the Company sells notes receivable, it generally retains interest income and servicing
income. Gains or losses on sales of the notes receivable depend, in part, on the previous carrying
amount of the financial assets involved in the transfer, allocated between the assets sold, the
retained interest and the servicing assets based on their relative fair value at the date of
transfer.
The Company is typically paid annual servicing fees ranging from 0.25% to 1.375% of the
outstanding loan balance on loan participations. In those instances when annual service fees paid
to the Company are less than the minimum cost of servicing, which is estimated at 0.25% of the
outstanding balance, a servicing liability is recorded. Additionally, the Company often retains
interest income. The Companys right to interest income is not subordinate to the purchasers
interests and Aleritas shares
interest income with purchasers on a pro-rata basis. Although not subordinate to purchasers
interests, the Companys retained interest is subject to credit and prepayment risks on the
transferred assets.
20
The Company is typically paid annual servicing fees ranging from 0.10% to 0.25% of the
outstanding transferred loan balances on loans to qualifying special purpose entities that qualify
for true sale. Additionally, the Company often retains interest income. The Companys right to
interest income is subordinate to the investor and lenders interests. As such, the Companys
retained interest is subject to credit and prepayment risks on the transferred assets.
When the Company sells loans to a qualifying special-purpose entity an interest receivable is
retained. The fair value of the difference between the loans sold and the securities issued to
accredited investors, and the fair value of interest receivable is recorded as securities. A
history of loans securitized follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Apr 2003
|
|
|
Nov 2003
|
|
|
Jun 2004
|
|
|
Mar 2005
|
|
|
Dec 2005
|
|
|
Jul 2006
|
|
Loans sold initially
|
|
$
|
15,825
|
|
|
$
|
23,526
|
|
|
$
|
24,832
|
|
|
$
|
40,993
|
|
|
$
|
64,111
|
|
|
$
|
65,433
|
|
Asset-back securities
|
|
|
13,350
|
|
|
|
18,500
|
|
|
|
20,000
|
|
|
|
32,000
|
|
|
|
51,500
|
|
|
|
52,346
|
|
Securities retained at March 31,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-only strip receivables
|
|
$
|
69
|
|
|
$
|
83
|
|
|
$
|
574
|
|
|
$
|
1,565
|
|
|
$
|
2,233
|
|
|
$
|
2,926
|
|
Over-collateralization interests
|
|
|
548
|
|
|
|
1,304
|
|
|
|
813
|
|
|
|
1,274
|
|
|
|
3,156
|
|
|
|
6,991
|
|
Cash Reserves
|
|
|
125
|
|
|
|
125
|
|
|
|
125
|
|
|
|
125
|
|
|
|
175
|
|
|
|
175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
742
|
|
|
$
|
1,512
|
|
|
$
|
1,512
|
|
|
$
|
2,964
|
|
|
$
|
5,564
|
|
|
$
|
10,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities retained at December 31,
2007
|
|
$
|
1,054
|
|
|
$
|
1,263
|
|
|
$
|
2,837
|
|
|
$
|
5,902
|
|
|
$
|
9,285
|
|
|
$
|
13,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service income, period ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
|
|
|
|
1
|
|
|
|
1
|
|
|
|
6
|
|
|
|
9
|
|
|
|
13
|
|
March 31, 2007
|
|
|
1
|
|
|
|
1
|
|
|
|
2
|
|
|
|
8
|
|
|
|
13
|
|
|
|
16
|
|
In March 2007, Aleritas initiated a $150,000,000 facility to sell, on a revolving basis, a
pool of its loans, while retaining residuals assets such as interest-only strip receivables and a
subordinated over-collateralization interest in the receivables. The eligible receivables are sold
to Brooke Warehouse Funding, LLC, a wholly owned bankruptcy-remote special purpose entity, without
legal recourse to Aleritas. Brooke Warehouse Funding, LLC then entered into a participation
agreement with Brooke Acceptance Company 2007-1, LLC to sell an undivided senior participation
interest in all of the assets of Brooke Warehouse Funding, LLC. Brooke Acceptance Company 2007-1,
LLC entered into an amended and restated receivables financing agreement with Fifth Third Bank
which extended a credit facility to Brooke Acceptance Company 2007-1 LLC to provide funds to
acquire such participation interests with a facility line of credit of $150,000,000. The facility
qualifies for true sale treatment under SFAS 140. As of March 31, 2008, the outstanding balance of
sold accounts receivable held by Brooke Warehouse Funding, LLC and participated to Brooke Master
Trust, LLC totaled $179,414,000 which were removed from the consolidated balance sheet at that
date. The fair value of the difference between loans sold and advanced portion on the facility, or
the fair value of retained residual assets, were recorded on the Companys books as a security with
balances of $62,091,000 on March 31, 2008. This retained security is comprised of retained
interest-only strip receivable totaling $16,774,000 and retained over-collateralization interests
in the special purpose entity totaling $45,316,000. The Company received servicing income as
sub-servicer of the facility of $48,000 for the period ended March 31, 2008. The facility contains
the following financial covenants: minimum stockholders equity for Aleritas of $80 million,
positive consolidated net income for the four fiscal quarter period then ending, maximum prepayment
rate on the Aleritas loan portfolio of 20%; maximum loan loss rate of 1.5%; minimum fixed charge
coverage ratio as scheduled; maximum cash leverage ratio as scheduled; and maximum total leverage
ratio as scheduled. The facility contains other restrictions, including but not limited to: the
incurrence of indebtedness and liens; the reorganization, transfer and merger of Aleritas; the
disposal of its properties other than in the ordinary course of business; entering into transactions with affiliates or into material agreements other than in the
ordinary course of business; entering into pledge and negative pledge agreements; and the
declaration of dividends, except in limited circumstances.
21
At March 31, 2008, Aleritas was not
in compliance with all of the terms and conditions of this facility and had an unresolved
deficiency in the facility of $12,974,000. Fifth Third has issued a notice of default with respect
to the facility and is in discussions with the Companys management to address these issues.
Management believes they will be able to come to an agreement with Fifth Third that will allow the
facility to be in compliance with the Agreement. The facility is not available to fund new loans
and it is unlikely the Aleritas will be able to fund loans into the facility in the future. There
can be no assurance that Aleritas will reach a satisfactory resolution of the non-compliance.
Failure to resolve the non-compliance may have a material adverse affect on the Companys financial
condition and results of operation.
The table below summarizes certain cash flows received from and paid to qualifying special
purpose entities in connection with the Companys off-balance sheet securitizations and credit
facilities:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Proceeds from new loan sales to qualifying special purpose entities*
|
|
$
|
5,826
|
|
|
$
|
105,822
|
|
Proceeds
reinvested in qualifying special purpose entities
(retained equity interest)
**
|
|
|
1,469
|
|
|
|
21,941
|
|
Servicing fees received
|
|
|
78
|
|
|
|
41
|
|
Other cash flows received on retained interests***
|
|
|
3,925
|
|
|
|
3,919
|
|
Proceeds from collections reinvested in (revolving-period) securitizations
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
This amount represents total loans sold by the Company to qualifying
special purpose entities in connection with off-balance sheet
securitizations and credit facilities.
|
|
**
|
|
This amount represents the Companys retained equity interest in the
securitization or credit facility qualifying special purpose entities.
|
|
***
|
|
This amount represents total cash flows received from retained
interests by the Company other than servicing fees. Other cash flows
include cash flows from interest-only strip receivables and cash above
the minimum required level in cash collateral accounts.
|
At March 31, 2008 and December 31, 2007, the Company had transferred assets with balances
totaling $521,388,000 and $538,963,000, respectively, resulting in pre-tax gains for the
three-month periods ended March 31, 2008 and 2007 of $251,000 and $7,123,000, respectively before
consideration of related securitization fees.
To obtain fair values of retained interests, quoted market prices are used, if available.
However, quotes are generally not available for retained interests, so the Company typically
estimates fair value based on the present value of future expected cash flows estimated using
managements best estimates of key assumptions, credit losses, prepayment speed and discount rates
commensurate with the risks involved.
The value of the servicing asset or liability is calculated by estimating the net present
value of net servicing income (or expense) on loans sold using the discount rate and prepayment
speeds noted in the key economic assumptions table. Subsequent to the initial recording at fair
value, the servicing asset is amortized in proportion to and over the period of estimated net
servicing income.
22
The following table provides the changes in the Companys servicing asset and liability
subsequently measured using the amortization method.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Servicing
|
|
|
Servicing
|
|
|
Servicing
|
|
|
Servicing
|
|
(in thousands)
|
|
Asset
|
|
|
Liability
|
|
|
Asset
|
|
|
Liability
|
|
Carrying amount, beginning of year
|
|
$
|
6,025
|
|
|
$
|
16
|
|
|
$
|
4,512
|
|
|
$
|
24
|
|
Additions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing obligations that result from
transfer of financial assets
|
|
|
427
|
|
|
|
|
|
|
|
3,546
|
|
|
|
|
|
Subtractions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposals
|
|
|
(350
|
)
|
|
|
|
|
|
|
(703
|
)
|
|
|
|
|
Accumulated amortization
|
|
|
(375
|
)
|
|
|
(2
|
)
|
|
|
(1,330
|
)
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount, end of period
|
|
$
|
5,727
|
|
|
$
|
14
|
|
|
$
|
6,025
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value as of: Beginning of year
|
|
$
|
6,870
|
|
|
$
|
16
|
|
|
$
|
5,176
|
|
|
$
|
24
|
|
End of period
|
|
|
7,771
|
|
|
|
14
|
|
|
|
6,870
|
|
|
|
16
|
|
The dominant risk characteristics of the underlying loans of the Companys retained
interest-only strip receivables and servicing assets have been analyzed by management to identify
how to stratify these assets for the purpose of evaluating and measuring impairment. The underlying
loans are very similar in virtually all respects. Accordingly, the same key economic assumptions
have been used when determining the fair value of retained interest and servicing assets for all
loans. No valuation allowance has been established because the fair value for the adjustable-rate
loan stratum is not less than the carrying amount of the servicing assets.
Although substantially all of the Companys loans are adjustable, a discount rate has been
applied to reflect the net present value of future revenue streams. As such, changes in the net
present value rate, or discount rate, resulting from interest rate variations, could adversely
affect the assets fair value. Impairment of retained interests and servicing assets are evaluated
and measured annually. The impairment testing is performed by taking the current interest and
servicing revenue stream and valuing the new revenue stream with the appropriate assumptions. The
new revenue stream is based on the loan balances at the date the impairment test is completed,
which will include all prepayments on loans and any credit losses for those loans. The new
discounted revenue stream is then compared to the carrying value on the Companys books and, if the
new value is greater than the value on the books, no impairment has occurred. If the new discounted
revenue stream is less than the value on the books, further analysis is performed to determine if
an other than temporary impairment has occurred. If an other than temporary impairment has
occurred, the Company writes the asset to the new discounted revenue
stream. During 2007, the
securitized pools of loans experienced increases in the prepayment rate and, as a result,
management determined that an other than temporary impairment occurred. The Company recorded an
impairment loss of $5,517,000 for the year. The Company believes that over the life of the
securitizations the prepayment rate assumption used continues to be appropriate. Additional
impairment of $11,763,000 was recognized for the three months ended March 31, 2008.
For the twelve months ended March 31, 2008, the Companys loan portfolio experienced an
annualized prepayment rate of 12.8%, which was higher than managements assumption for both fixed
and variable rate loans. Management believes that this increase is directly attributable to market
conditions which are cyclical such as the softening insurance marketplace and the increasing
interest rate environment. However, the assumed prepayment rate was increased to 12% in the fourth
quarter of 2007 for both fixed and variable rate loans, from 8% and 10%, respectively, previously
to reflect higher expected prepayment rates as the portfolio continues to season. The prepayment
assumption is an average annual rate over the life of the Companys portfolio. Management believes
that during the remaining term of this portfolio, several cycles are likely to occur which could
increase or decrease actual prepayment rates; however, management believes the revised average
annual rate assumption is appropriate. Shorter term swings in prepayment rates typically occur
because of cycles within a marketplace, such a softening and hardening of the insurance
marketplace, changes in the death care rate for funeral homes and changes in the variable interest
rate loans from key index rate changes. Longer term increases in prepayment rates typically result
from long-term deterioration of the marketplace or increased lending competition.
23
At March 31, 2008 and December 31, 2007, the fair value of retained interest-only strip
receivables recorded by the Company was $35,975,000 and $35,893,000, respectively. Of the totals at
March 31, 2008, $7,820,000 was listed as interest-only strip receivable on the Companys balance
sheet and $28,155,000 in retained interest-only strip receivable carried in the Companys
securities. Of the totals at December 31, 2007, $7,749,000 was listed as interest-only strip
receivable on the Companys balance sheet and $28,144,000 in retained interest-only strip
receivables carried in the Companys securities.
Of the business and real estate loans at March 31, 2008 and December 31, 2007, $118,000 and
$130,000, respectively, in loans were sold to various participating lenders with recourse to
Aleritas. Such recourse is limited to the amount of actual principal and interest loss incurred and
any such loss is not due for payment to the participating lender until such time as all collateral
is liquidated, all actions against the borrower are completed and all liquidation proceeds applied.
However, participating lenders may be entitled to periodic advances from Aleritas against
liquidation proceeds in the amount of regular loan payments. At March 31, 2008, all such recourse
loans: a) had no balances more than 60 days past due; and b) had adequate collateral. No recourse
loan participations were in default at March 31, 2008.
At March 31, 2008 and December 31, 2007, the value of the servicing asset recorded by the
Company was $5,727,000 and $6,025,000, respectively.
At March 31, 2008 and December 31, 2007, the value of the servicing liability recorded by the
Company was $14,000 and $16,000, respectively.
At March 31, 2008, key economic assumptions used in measuring the retained interest-only strip
receivables and servicing assets when loans were sold during the year were as follows (rates per
annum):
|
|
|
|
|
|
|
Business Loans
|
|
|
|
(Fixed & Adjustable Rate Stratum)*
|
|
Prepayment speed
|
|
|
12.00
|
%
|
Weighted average life
(months)
|
|
|
143
|
|
Expected credit losses
|
|
|
0.50
|
%
|
Discount rate
|
|
|
11.00
|
%
|
|
|
|
|
*
|
|
During the fourth quarter of 2007, the prepayment speed assumption was changed from 10.00% to
12.00%.
|
At March 31, 2008, key economic assumptions and the sensitivity of the current fair value of
residual cash flows to immediate 10 percent and 20 percent adverse changes in those assumptions are
as follows:
|
|
|
|
|
|
|
Business Loans
|
|
(in thousands except percentages)
|
|
(Fixed & Adjustable Rate Stratum)
|
|
Prepayment speed (annual rate)**
|
|
|
12.00
|
%
|
Impact on fair value of 10% adverse change
|
|
$
|
(1,392
|
)
|
Impact on fair value of 20% adverse change
|
|
$
|
(2,685
|
)
|
Expected credit losses (annual rate)
|
|
|
0.50
|
%
|
Impact on fair value of 10% adverse change
|
|
$
|
(355
|
)
|
Impact on fair value of 20% adverse change
|
|
$
|
(708
|
)
|
Discount rate (annual)*
|
|
|
11.00
|
%
|
Impact on fair value of 10% adverse change
|
|
$
|
(1,164
|
)
|
Impact on fair value of 20% adverse change
|
|
$
|
(2,209
|
)
|
|
|
|
*
|
|
During the fourth quarter of 2007, the prepayment speed assumption was changed from 10.00% to
12.00%.
|
24
These sensitivities are hypothetical and should be used with caution. The effect of a
variation in a particular assumption on the value of the retained interest-only strip receivables
and servicing assets is
calculated without changing any other assumption; in reality, changes in one factor may result
in changes in another, which might magnify or counteract the sensitivities.
The above adverse changes for prepayment speed and discount rate are calculated on the
Companys retained interest-only strip receivables and servicing assets on loans sold totaling
$521,388,000. The above adverse changes for expected credit losses are calculated on the Companys
retained interest-only strip receivables in loans sold with recourse to participating lenders and
loans sold to qualifying special purpose entities.
The following illustrate how the changes in fair values were calculated for 10% and 20%
adverse changes in key economic assumptions.
Effect of Increases in Assumed Prepayment Speed on Servicing Asset
|
|
|
|
|
|
|
|
|
|
|
Fixed &
|
|
|
|
Adjustable Rate Stratum
|
|
|
|
10%
|
|
|
20%
|
|
|
|
Prepayment
|
|
|
Prepayment
|
|
(in thousands)
|
|
Increase
|
|
|
Increase
|
|
Estimated cash flows from loan servicing fees
|
|
$
|
10,824
|
|
|
$
|
10,533
|
|
Servicing expense
|
|
|
(1,901
|
)
|
|
|
(1,841
|
)
|
Discount of estimated cash flows at 11.00% rate
|
|
|
(3,336
|
)
|
|
|
(3,238
|
)
|
|
|
|
|
|
|
|
Carrying value of servicing asset after effect of increases
|
|
|
5,587
|
|
|
|
5,454
|
|
Carrying value of servicing asset before effect of increases
|
|
|
5,727
|
|
|
|
5,727
|
|
|
|
|
|
|
|
|
Decrease of carrying value due to increase in prepayments
|
|
$
|
(140
|
)
|
|
$
|
(273
|
)
|
|
|
|
|
|
|
|
Effect of Increases in Assumed Prepayment Speed on Retained Interest (Interest-Only Strip
Receivable, including retained interest carried in Securities balance)
|
|
|
|
|
|
|
|
|
|
|
Fixed &
|
|
|
|
Adjustable Rate Stratum
|
|
|
|
10%
|
|
|
20%
|
|
|
|
Prepayment
|
|
|
Prepayment
|
|
(in thousands)
|
|
Increase
|
|
|
Increase
|
|
Estimated cash flows from interest income
|
|
$
|
48,131
|
|
|
$
|
45,772
|
|
Estimated credit losses
|
|
|
(4,609
|
)
|
|
|
(4,356
|
)
|
Discount of estimated cash flows at 11.00% rate
|
|
|
(12,729
|
)
|
|
|
(11,783
|
)
|
|
|
|
|
|
|
|
Carrying value of retained interests after effect of increases
|
|
|
30,793
|
|
|
|
29,633
|
|
Carrying value of retained interests before effect of increases
|
|
|
32,045
|
|
|
|
32,045
|
|
|
|
|
|
|
|
|
Decrease of carrying value due to increase in prepayments
|
|
$
|
(1,252
|
)
|
|
$
|
(2,412
|
)
|
|
|
|
|
|
|
|
Effect of Increases in Assumed Credit Loss Rate on Retained Interest (Interest-Only Strip
Receivable, including retained interest carried in Securities balance)
|
|
|
|
|
|
|
|
|
|
|
Fixed &
|
|
|
|
Adjustable Rate Stratum
|
|
|
|
10%
|
|
|
20%
|
|
|
|
Credit Loss
|
|
|
Credit Loss
|
|
(in thousands)
|
|
Increase
|
|
|
Increase
|
|
Estimated cash flows from interest income
|
|
$
|
50,720
|
|
|
$
|
50,720
|
|
Estimated credit losses
|
|
|
(5,390
|
)
|
|
|
(5,889
|
)
|
Discount of estimated cash flows at 11.00% rate
|
|
|
(13,640
|
)
|
|
|
(13,494
|
)
|
|
|
|
|
|
|
|
Carrying value of retained interests after effect of increases
|
|
|
31,690
|
|
|
|
31,337
|
|
Carrying value of retained interests before effect of increases
|
|
|
32,045
|
|
|
|
32,045
|
|
|
|
|
|
|
|
|
Decrease of carrying value due to increase in credit losses
|
|
$
|
(355
|
)
|
|
$
|
(708
|
)
|
|
|
|
|
|
|
|
25
Effect of Increases in Assumed Discount Rate on Servicing Asset
|
|
|
|
|
|
|
|
|
|
|
Fixed &
|
|
|
|
Adjustable Rate Stratum
|
|
|
|
10%
|
|
|
20%
|
|
|
|
Discount Rate
|
|
|
Discount Rate
|
|
(in thousands)
|
|
Increase
|
|
|
Increase
|
|
Estimated cash flows from loan servicing fees
|
|
$
|
11,131
|
|
|
$
|
11,131
|
|
Servicing expense
|
|
|
(2,030
|
)
|
|
|
(2,030
|
)
|
Discount of estimated cash flows
|
|
|
(3,551
|
)
|
|
|
(3,719
|
)
|
|
|
|
|
|
|
|
Carrying value of servicing asset after effect of increases
|
|
|
5,550
|
|
|
|
5,382
|
|
Carrying value of servicing asset before effect of increases
|
|
|
5,727
|
|
|
|
5,727
|
|
|
|
|
|
|
|
|
Decrease of carrying value due to increase in discount rate
|
|
$
|
(177
|
)
|
|
$
|
(345
|
)
|
|
|
|
|
|
|
|
Effect of Increases in Assumed Discount Rate on Retained Interest (Interest-Only Strip Receivable,
including retained interest carried in Securities balance)
|
|
|
|
|
|
|
|
|
|
|
Fixed &
|
|
|
|
Adjustable Rate Stratum
|
|
|
|
10%
|
|
|
20%
|
|
|
|
Discount Rate
|
|
|
Discount Rate
|
|
(in thousands)
|
|
Increase
|
|
|
Increase
|
|
Estimated cash flows from interest income
|
|
$
|
50,720
|
|
|
$
|
50,720
|
|
Estimated credit losses
|
|
|
(4,887
|
)
|
|
|
(4,887
|
)
|
Discount of estimated cash flows
|
|
|
(14,774
|
)
|
|
|
(15,652
|
)
|
|
|
|
|
|
|
|
Carrying value of retained interests after effect of
increases
|
|
|
31,059
|
|
|
|
30,181
|
|
Carrying value of retained interests before effect of
increases
|
|
|
32,045
|
|
|
|
32,045
|
|
|
|
|
|
|
|
|
Decrease of carrying value due to increase in discount rate
|
|
$
|
(986
|
)
|
|
$
|
(1,864
|
)
|
|
|
|
|
|
|
|
The following is an illustration of disclosure of static pool credit losses to the Company for
loan participations sold with recourse and loans sold to qualifying special purpose entities.
Static pool credit loss is an analytical tool that matches credit losses with the corresponding
loans so that loan growth does not distort or minimize actual loss rates. The Company discloses
static pool loss rates by measuring credit losses for loans originated in each of the last three
years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recourse & Securitized
|
|
|
|
Loans Sold in
|
|
|
|
2008
|
|
|
2007*
|
|
|
2006
|
|
Actual & Projected Credit Losses (%) at:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
1.52
|
%
|
December 31, 2007
|
|
|
|
|
|
|
0.00
|
|
|
|
1.41
|
|
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
1.95
|
|
|
|
|
*
|
|
There were no loans sold in securitizations in 2007 and 2008 to date.
|
26
The following table presents quantitative information about the Company managed portfolio,
including balances, delinquencies and net credit losses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Principal Amount of
|
|
|
Principal Amounts 60 or
|
|
|
Net Credit
|
|
|
|
Loans
|
|
|
More Days Past Due*
|
|
|
Losses**
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
December 31,
|
|
|
March 31
|
|
|
March 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Loan portfolio consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans on balance sheet****
|
|
$
|
155,947
|
|
|
$
|
141,146
|
|
|
$
|
24,252
|
|
|
$
|
13,319
|
|
|
$
|
93
|
|
|
$
|
3
|
|
Loans on balance sheet
held in bankruptcy-remote
warehouses
|
|
|
57,011
|
|
|
|
20,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Off-balance sheet
warehouse facility*****
|
|
|
179,415
|
|
|
|
181,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans participated***
|
|
|
223,409
|
|
|
|
232,144
|
|
|
|
13,673
|
|
|
|
7,343
|
|
|
|
318
|
|
|
|
|
|
Loans securitized
|
|
|
119,564
|
|
|
|
128,711
|
|
|
|
1,852
|
|
|
|
1,898
|
|
|
|
1,096
|
|
|
|
668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans managed
|
|
$
|
735,346
|
|
|
$
|
703,301
|
|
|
$
|
39,777
|
|
|
$
|
22,560
|
|
|
$
|
1,507
|
|
|
$
|
671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Loans 60 days or more past due are based on end of period loan balances.
|
|
**
|
|
Net credit losses are based on total loans outstanding. The net credit losses are net of
recoveries, including recoveries from the proceeds of financial guaranty policies.
|
|
***
|
|
Loans participated represents true sale loan participations sold.
|
|
****
|
|
Loans on balance sheet exclude reserve for credit loss of $14,101,000 and $1,655,000 at March
31, 2008 and December 31, 2007.
|
|
*****
|
|
Net credit losses for loans in the off-balance sheet warehouse facility are accounted for
through the valuation of the retained securities.
|
3. Property and Equipment
A summary of property and equipment and depreciation is as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Furniture and equipment
|
|
$
|
7,636
|
|
|
$
|
7,073
|
|
Computer equipment
|
|
|
5,837
|
|
|
|
5,669
|
|
Automobiles and airplanes
|
|
|
2,025
|
|
|
|
1,999
|
|
Building and leasehold improvements
|
|
|
11,251
|
|
|
|
11,179
|
|
Land
|
|
|
1,446
|
|
|
|
1,446
|
|
|
|
|
28,195
|
|
|
|
27,366
|
|
Less: Accumulated depreciation
|
|
|
(8,658
|
)
|
|
|
(8,087
|
)
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
19,537
|
|
|
$
|
19,279
|
|
|
|
|
|
|
|
|
Depreciation expense
|
|
$
|
641
|
|
|
$
|
1,887
|
|
|
|
|
|
|
|
|
27
4. Bank Loans, Notes Payable, and Other Long-Term Obligations
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Seller notes payable
. These notes are payable to the seller of
businesses that the Company has purchased and are
collateralized by assets of the businesses purchased. Some of
these notes have an interest rate of 0% and have been
discounted at a rate of 5.50% to 9.75%. Interest rates on
these notes range from 4.00% to 7.00% and maturities range
from April 2008 to September 2015.
|
|
$
|
18,130
|
|
|
$
|
19,581
|
|
Valley View Bank line of credit
. Maximum line of credit
available of $4,000,000. Collateralized by notes receivable.
Line of credit due was extended to August 2008. Interest rate
is variable and was 7.25% at March 31, 2008, with interest and
principal due monthly.
|
|
|
3,989
|
|
|
|
3,989
|
|
Fifth Third Bank, Canadian Branch line of credit.
Maximum line
of credit available of $10,000,000 (Canadian dollars).
Collateralized by notes receivable. Line of credit due
February 2008, subsequently extended to June 2008. Interest
rate is variable and was 6.25% at March 31, 2008, with
interest due monthly.
|
|
|
9,645
|
|
|
|
8,967
|
|
Bank of Kansas City line of credit.
Maximum line of credit
available of $3,000,000. Collateralized by notes receivable.
Line of credit due February, 2009. Interest rate is variable
and was 5.25% at March 31, 2008.
|
|
|
2,982
|
|
|
|
|
|
Home Federal Savings and Loan Association of Nebraska, line of
credit.
Maximum line of credit available of $7,500,000.
Collateralized by cash flows of securities and other assets.
Line of credit was paid off in March 2008.
|
|
|
|
|
|
|
6,353
|
|
DZ BANK AG Deutsche Zentral-Genossenschaftsbank line of
credit
. Maximum line of credit increased from $80,000,000 to
$150,000,000 in September 2007. Collateralized by notes
receivable. Line of credit due August 2009. Interest rate is
variable and was at 4.45% at March 31, 2008, with interest due
monthly.
|
|
|
39,740
|
|
|
|
14,023
|
|
Columbian Bank and Trust Company,
due July 2008. Interest rate
is variable and was 5.25% at March 31, 2008. Interest and
principal are due in one payment at maturity. Collateralized
by accounts receivable.
|
|
|
7,500
|
|
|
|
|
|
Citizens
Bank and Trust Company,
due May 2008. Interest rate is
variable at Prime plus 3.00% and is due quarterly with
principal due at maturity. Interest rate was 8.25% at March
31, 2008. The Company has pledged stock it owns in Aleritas
and Brooke Capital Corporation.
|
|
|
9,000
|
|
|
|
9,000
|
|
Participating Lenders
, due December 2011. Interest rate is
variable and was 8.25% at March 31, 2008. Principal payments
are scheduled during the notes term with the scheduled
balance of approximately $8,154,000 due at maturity.
Collateralized by stock in subsidiary and other assets.
|
|
|
12,382
|
|
|
|
12,382
|
|
Bank
Midwest
, due February 2009. Interest rate is variable at
Prime and was 5.25% at March 31, 2008. Interest due quarterly
and principal due at maturity. Collateralized by stock in
Brooke Savings Bank.
|
|
|
5,000
|
|
|
|
|
|
Company debt with banks
. These notes are payable to banks and
collateralized by various assets of the Company. Interest
rates on these notes range from 6.75% to 10.50%. Maturities
range from April 2008 to September 2021.
|
|
|
33,042
|
|
|
|
39,711
|
|
First State Bank secured term loan.
Collateralized by
substantially all of the Companys assets. Minimum monthly
payments of $875,000, with a final maturity in February 2013.
Interest rate is variable and was 7.25% at March 31, 2008.
|
|
|
41,250
|
|
|
|
|
|
Falcon Mezz. Partners II, LP, FMP II Co.-Investment, LLC and
JZ Equity Partners PLC note payable.
This $45,000,000 note had
an associated discount of $2,499,000. Was collateralized by
assets of the Company. Interest rate was fixed at 12.00%,
with interest due quarterly. Repurchased in March 2008.
|
|
|
|
|
|
|
42,572
|
|
|
|
|
|
|
|
|
Total bank loans and notes payable
|
|
|
182,660
|
|
|
|
156,578
|
|
Capital lease obligation (See Note 5)
|
|
|
390
|
|
|
|
435
|
|
|
|
|
|
|
|
|
Total bank loans, notes payable and other long-term obligations
|
|
|
183,050
|
|
|
|
157,013
|
|
Less: Current maturities and short-term debt
|
|
|
(135,303
|
)
|
|
|
(96,001
|
)
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
47,747
|
|
|
$
|
61,012
|
|
|
|
|
|
|
|
|
28
The renewal rights associated with the collateral interests of seller notes payable had
estimated annual commissions of $43,582,000 and $47,457,000 at March 31, 2008 and December 31,
2007, respectively.
In connection with the outstanding loan and related debt agreements with Citizens Bank and Trust
Company and various participating lenders, the Company has committed to certain covenants wherein
the Company and certain of its subsidiaries will maintain certain benchmarks
with respect to their: (1) regulatory status;
(2) outstanding litigation; (3) liquidity; and (4)
solvency as defined in the relevant agreement.
In
addition, Brooke Capital has agreed to certain restrictions applicable to it and certain of its
subsidiaries regarding, among other things: (1) investment in other affiliates; (2) payment of any
dividends or distributions; (3) incurrence of additional debt;
(4) pledging of certain assets; (5)
reorganization and merger; and (6) disposition of assets.
On
March 11, 2008, Keith Bouchey, President and CEO of the Company, resigned and on March
12, 2008, the stock price of Aleritas fell below the stated value in the loan covenants on the
$9,000,000 Citizens Bank and Trust note. During March 2008, the note was renegotiated with a
maturity of May 30, 2008 and a new minimum stated value for Aleritas stock held as collateral.
During April and May 2008, the stock has traded below the current minimum stated value. The Company expects
to retire the note when due, May 30, 2008.
The amount of note payable discount accretion for the period ended March 31, 2008 and 2007 was
$2,428,000 and $68,000, respectively. The unamortized balance of the discount on the notes,
$2,381,000, was written off to repurchase of debt expense during the first quarter of 2008.
Interest incurred on bank loans, notes payable and other long-term obligations for the periods
ended March 31, 2008 and 2007 was $3,832,000 and $4,475,000, respectively.
Bank loans, notes payable and other long-term obligations mature as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended March 31
|
|
Bank Loans &
|
|
|
Capital
|
|
|
|
|
(in thousands)
|
|
Notes Payable
|
|
|
Lease
|
|
|
Total
|
|
2009
|
|
$
|
135,214
|
|
|
$
|
90
|
|
|
$
|
135,304
|
|
2010
|
|
|
24,956
|
|
|
|
95
|
|
|
|
25,051
|
|
2011
|
|
|
11,041
|
|
|
|
100
|
|
|
|
11,141
|
|
2012
|
|
|
7,337
|
|
|
|
105
|
|
|
|
7,442
|
|
2013
|
|
|
1,302
|
|
|
|
|
|
|
|
1,302
|
|
Thereafter
|
|
|
2,810
|
|
|
|
|
|
|
|
2,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
182,660
|
|
|
$
|
390
|
|
|
$
|
183,050
|
|
|
|
|
|
|
|
|
|
|
|
5. Long-Term Debt, Capital Leases
Future capital lease payments and long-term operating lease payments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
Operating
|
|
|
|
|
Twelve Months Ended March 31
|
|
Real
|
|
|
Real
|
|
|
|
|
(in thousands)
|
|
Estate
|
|
|
Estate
|
|
|
Total
|
|
2009
|
|
$
|
118
|
|
|
$
|
13,958
|
|
|
$
|
14,076
|
|
2010
|
|
|
117
|
|
|
|
10,286
|
|
|
|
10,403
|
|
2011
|
|
|
114
|
|
|
|
4,990
|
|
|
|
5,104
|
|
2012
|
|
|
111
|
|
|
|
1,941
|
|
|
|
2,052
|
|
2013
|
|
|
|
|
|
|
435
|
|
|
|
435
|
|
2014 and thereafter
|
|
|
|
|
|
|
234
|
|
|
|
234
|
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
|
460
|
|
|
$
|
31,844
|
|
|
$
|
32,304
|
|
|
|
|
|
|
|
|
|
|
|
|
Less amount representing interest
|
|
|
(70
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
2007
|
|
Total obligations under capital leases
|
|
$
|
390
|
|
|
$
|
435
|
|
Less current maturities of obligations under capital leases
|
|
|
(90
|
)
|
|
|
(90
|
)
|
|
|
|
|
|
|
|
Obligations under capital leases payable after one year
|
|
$
|
300
|
|
|
$
|
345
|
|
|
|
|
|
|
|
|
29
6. Income Taxes
Net income tax expense (benefit) is the tax calculated for the year based on the Companys
effective tax rate plus the change in deferred income taxes during the year. The elements of income
tax expense (benefit) are as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
March 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Current
|
|
$
|
(12,246
|
)
|
|
$
|
|
|
Deferred
|
|
|
(4,520
|
)
|
|
|
4,188
|
|
|
|
|
|
|
|
|
|
|
$
|
(16,766
|
)
|
|
$
|
4,188
|
|
|
|
|
|
|
|
|
For the period ended March 31, 2008, income of $(31,000) was earned in Bermuda and is included
in the Companys income tax calculation.
Reconciliation of the U.S. federal statutory tax rate to the Companys effective tax rate on
pretax income (loss), based on the dollar impact of this major component on the current income tax
expense:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
U.S. federal statutory tax rate
|
|
|
38
|
%
|
|
|
38
|
%
|
State statutory tax rate
|
|
|
4
|
%
|
|
|
4
|
%
|
Miscellaneous*
|
|
|
4
|
%
|
|
|
(4
|
)%
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
46
|
%
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The miscellaneous adjustment above includes the taxes of Brooke Capital Corporation which
files a separate tax return.
|
Reconciliation of income tax receivable:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Income tax receivableBeginning balance, January 1
|
|
$
|
1,998
|
|
|
$
|
480
|
|
Income tax payments over (under) current tax liability
|
|
|
9,487
|
|
|
|
1,518
|
|
|
|
|
|
|
|
|
Income tax receivableEnding balance
|
|
$
|
11,485
|
|
|
$
|
1,998
|
|
|
|
|
|
|
|
|
Reconciliation of deferred tax asset:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Deferred tax assetBeginning balance, January 1
|
|
$
|
|
|
|
$
|
|
|
Deferred tax asset over receivable
|
|
|
2,160
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assetEnding balance
|
|
$
|
2,160
|
|
|
$
|
|
|
|
|
|
|
|
|
|
30
Reconciliation of deferred tax liability:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Deferred income tax
liabilityBeginning balance,
January 1
|
|
$
|
8,117
|
|
|
$
|
7,594
|
|
Accumulated other comprehensive
income, unrealized gain (loss)
on interest-only strip
receivables
|
|
|
(2,298
|
)
|
|
|
2,071
|
|
Accumulated other comprehensive
income, currency exchange
|
|
|
|
|
|
|
|
|
Gain on sale of notes receivable
|
|
|
(3,908
|
)
|
|
|
(1,548
|
)
|
|
|
|
|
|
|
|
Ending Balance
|
|
$
|
1,911
|
|
|
$
|
8,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Deferred income tax liabilityCurrent
|
|
$
|
1,911
|
|
|
$
|
1,715
|
|
Deferred income tax liabilityLong-term
|
|
|
|
|
|
|
6,402
|
|
|
|
|
|
|
|
|
Deferred income tax liabilityTotal
|
|
$
|
1,911
|
|
|
$
|
8,117
|
|
|
|
|
|
|
|
|
Deferred tax liabilities were recorded to recognize the future tax consequences of temporary
differences between financial reporting amounts and the tax basis of existing assets and
liabilities based on currently enacted tax laws and tax rates in effect for the years in which the
differences are expected to reverse.
7. Employee Benefit Plans
The Company has a defined contribution retirement plan in which substantially all employees
are eligible to participate. Employees may contribute up to the maximum amount allowed pursuant to
the Internal Revenue Code, as amended. Effective January 1, 2007, the Company elected to match 50%
of the employees contributions up to a maximum of 3% of compensation for the year, subject to a
maximum contribution per individual of $3,000 for the plan year. The
employer contribution of $79,000 and $0, respectively, were
charged to expense for the three-month periods ended March 31, 2008 and 2007.
Delta Plus Holdings, Inc. has a profit sharing/401-K plan for eligible employees.
Participants may contribute up to the maximum amount allowed pursuant to the Internal Revenue Code,
as amended. The Company matches 25% of the employees contributions up to a maximum of 8% of the
employees respective compensation level.
8. Concentration of Credit and Deposit Risk
At March 31, 2008, the Company had account balances of $17,350,000 that exceeded the insurance
limit of the Federal Deposit Insurance Corporation.
At March 31, 2008, the Company, through its qualifying special-purpose entity subsidiaries,
had $144,780,000 in off-balance sheet debt outstanding to one financial institution, representing
48% of the total assets then sold through qualifying special-purpose entities. Aleritas had an
additional $9,644,000 of on-balance sheet debt outstanding to this financial institution. Aleritas
also had sold asset-backed securities totaling $52,786,000 to one financial institution,
representing 18% of the total assets then sold through qualifying special purpose entities. At
March 31, 2008, the Company had sold participation interests in loans totaling $101,098,000 to two
financial institutions. This represents 35% of the participation interests then sold.
31
Approximately 27% of Aleritas loans (both on and off-balance sheet) were located in Florida.
Approximately 11% of the total loans (both on and off-balance sheet) were to Allstate Agents.
Loans to the four largest obligors comprised 14% of Aleritas total loan portfolio excluding
subsidiary loans.
As of March 31, 2008, approximately 62% of Brooke Savings Banks loan portfolio and current
business activity is with customers located within the states of Missouri and Kansas.
9. Segment and Related Information
The Company had four reportable segments in 2008 and 2007. For the period ended March 31,
2008, the segments consisted of its Insurance Services Business, its Brokerage Business, its Lending
Services Business and its Banking Services Business. For the periods ended March 31, 2007, the
segments consisted of its Franchise Services Business, its Brokerage Business, its Lending Services
Business, and its Financial Services Business.
The Company assesses administrative fees to each business segment for legal, corporate and
administrative services. Administrative fees for Insurance Services, Lending Services, Brokerage
Business and Banking Services for the period ended March 31, 2008 totaled $450,000, $100,000,
$15,000 and $8,000, respectively, and for the four segments existing during the period ended March
31, 2007 totaled $1,200,000, $563,000, $15,000 and $8,000, respectively.
Revenues, expenses, assets and liabilities that are not allocated to one of the four
reportable segments are categorized as Corporate. Activities associated with Corporate include
functions such as accounting, auditing, legal, human resources and investor relations. Activities
associated with Corporate also include real estate ownership and corporate real estate management
through Brooke Investments, Inc. and the operation of captive insurance companies that self-insure
portions of the professional insurance agents liability exposure of Brooke Franchise Corporation,
its affiliated companies and its franchisees and provide financial guaranty policies to Aleritas
and its participating lenders.
The tables below reflect summarized financial information concerning the Companys reportable
segments for the three-month periods ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
Insurance
|
|
|
|
|
|
|
Lending
|
|
|
|
|
|
|
|
|
|
|
Elimination of
|
|
|
|
|
March 31, 2008
|
|
Services
|
|
|
Brokerage
|
|
|
Services
|
|
|
Banking
|
|
|
|
|
|
|
Intersegment
|
|
|
Consolidated
|
|
(in thousands)
|
|
Business
|
|
|
Business
|
|
|
Business
|
|
|
Services
|
|
|
Corporate
|
|
|
Activity
|
|
|
Totals
|
|
Insurance commissions
|
|
$
|
33,619
|
|
|
$
|
695
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
34,314
|
|
Policy fee income
|
|
|
|
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113
|
|
Insurance premiums earned
|
|
|
3,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
261
|
|
|
|
(226
|
)
|
|
|
3,770
|
|
Interest income
|
|
|
515
|
|
|
|
2
|
|
|
|
6,639
|
|
|
|
1,282
|
|
|
|
252
|
|
|
|
(157
|
)
|
|
|
8,533
|
|
Gain on sale of notes receivable
|
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
99
|
|
Consulting fees
|
|
|
253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
253
|
|
Initial franchise fees for basic services
|
|
|
1,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,320
|
|
Initial franchise fees for buyers
assistance plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of businesses
|
|
|
(846
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(846
|
)
|
Impairment loss
|
|
|
|
|
|
|
|
|
|
|
(11,763
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,763
|
)
|
Other income
|
|
|
5,980
|
|
|
|
|
|
|
|
147
|
|
|
|
33
|
|
|
|
51
|
|
|
|
(5,771)
|
)
|
|
|
440
|
|
Total Operating Revenues
|
|
|
44,576
|
|
|
|
810
|
|
|
|
(4,904
|
)
|
|
|
1,315
|
|
|
|
564
|
|
|
|
(6,128
|
)
|
|
|
36,233
|
|
Interest expense
|
|
|
1,000
|
|
|
|
25
|
|
|
|
2,333
|
|
|
|
|
|
|
|
631
|
|
|
|
(157
|
)
|
|
|
3,832
|
|
Commissions expense
|
|
|
24,966
|
|
|
|
263
|
|
|
|
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
25,295
|
|
Payroll expense
|
|
|
6,974
|
|
|
|
420
|
|
|
|
1,524
|
|
|
|
187
|
|
|
|
529
|
|
|
|
|
|
|
|
9,634
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
Insurance
|
|
|
|
|
|
|
Lending
|
|
|
|
|
|
|
|
|
|
|
Elimination of
|
|
|
|
|
March 31, 2008
|
|
Services
|
|
|
Brokerage
|
|
|
Services
|
|
|
Banking
|
|
|
|
|
|
|
Intersegment
|
|
|
Consolidated
|
|
(in thousands)
|
|
Business
|
|
|
Business
|
|
|
Business
|
|
|
Services
|
|
|
Corporate
|
|
|
Activity
|
|
|
Totals
|
|
Insurance loss and loss expense incurred
|
|
|
679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
403
|
|
|
|
|
|
|
|
1,082
|
|
Depreciation and amortization
|
|
|
933
|
|
|
|
116
|
|
|
|
410
|
|
|
|
80
|
|
|
|
35
|
|
|
|
|
|
|
|
1,574
|
|
Provision for loan losses
|
|
|
|
|
|
|
|
|
|
|
12,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,537
|
|
Other operating expenses
|
|
|
14,189
|
|
|
|
143
|
|
|
|
8,219
|
|
|
|
1,184
|
|
|
|
1,213
|
|
|
|
(5,998
|
)
|
|
|
18,950
|
|
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
8,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,210
|
|
Minority interest in subsidiary
|
|
|
(548
|
)
|
|
|
|
|
|
|
(9,033
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,581
|
)
|
Income Before Income Taxes
|
|
|
(3,617
|
)
|
|
|
(157
|
)
|
|
|
(29,104
|
)
|
|
|
(202
|
)
|
|
|
(2,247
|
)
|
|
|
27
|
|
|
|
(35,300
|
)
|
Segment assets
|
|
|
135,234
|
|
|
|
11,999
|
|
|
|
298,845
|
|
|
|
147,074
|
|
|
|
91,920
|
|
|
|
(135,692
|
)
|
|
|
549,380
|
|
Expenditures for segment assets
|
|
|
899
|
|
|
|
|
|
|
|
12,252
|
|
|
|
73,755
|
|
|
|
8,291
|
|
|
|
|
|
|
|
95,197
|
|
|
For the three months ended
|
|
Franchise
|
|
|
|
|
|
|
Lending
|
|
|
|
|
|
|
|
|
|
|
Elimination of
|
|
|
|
|
March 31, 2007
|
|
Services
|
|
|
Brokerage
|
|
|
Services
|
|
|
Financial
|
|
|
|
|
|
|
Intersegment
|
|
|
Consolidated
|
|
(in thousands)
|
|
Business
|
|
|
Business
|
|
|
Business
|
|
|
Services
|
|
|
Corporate
|
|
|
Activity
|
|
|
Totals
|
|
Insurance commissions
|
|
$
|
32,008
|
|
|
$
|
728
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
32,736
|
|
Policy fee income
|
|
|
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102
|
|
Insurance premiums earned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,073
|
|
|
|
266
|
|
|
|
(191
|
)
|
|
|
1,148
|
|
Interest income
|
|
|
77
|
|
|
|
10
|
|
|
|
6,756
|
|
|
|
914
|
|
|
|
195
|
|
|
|
(255
|
)
|
|
|
7,697
|
|
Gain on sale of notes receivable
|
|
|
|
|
|
|
|
|
|
|
6,921
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
6,923
|
|
Consulting fees
|
|
|
314
|
|
|
|
|
|
|
|
|
|
|
|
255
|
|
|
|
|
|
|
|
(254
|
)
|
|
|
315
|
|
Initial franchise fees for
basic services
|
|
|
12,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,870
|
|
Initial franchise fees for
buyers assistance plans
|
|
|
385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
385
|
|
Gain on sale of businesses
|
|
|
681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
681
|
|
Other income
|
|
|
640
|
|
|
|
|
|
|
|
168
|
|
|
|
72
|
|
|
|
77
|
|
|
|
(661
|
)
|
|
|
296
|
|
Total Operating Revenues
|
|
|
46,975
|
|
|
|
840
|
|
|
|
13,845
|
|
|
|
2,314
|
|
|
|
538
|
|
|
|
(1,359
|
)
|
|
|
63,153
|
|
Interest expense
|
|
|
553
|
|
|
|
36
|
|
|
|
3,335
|
|
|
|
150
|
|
|
|
656
|
|
|
|
(255
|
)
|
|
|
4,475
|
|
Commissions expense
|
|
|
22,841
|
|
|
|
277
|
|
|
|
|
|
|
|
254
|
|
|
|
|
|
|
|
|
|
|
|
23,372
|
|
Payroll expense
|
|
|
5,561
|
|
|
|
509
|
|
|
|
514
|
|
|
|
478
|
|
|
|
828
|
|
|
|
|
|
|
|
7,890
|
|
Insurance loss and loss expense
incurred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
652
|
|
|
|
326
|
|
|
|
|
|
|
|
978
|
|
Depreciation and amortization
|
|
|
15
|
|
|
|
99
|
|
|
|
293
|
|
|
|
199
|
|
|
|
380
|
|
|
|
3
|
|
|
|
989
|
|
Other operating expenses
|
|
|
13,491
|
|
|
|
191
|
|
|
|
1,753
|
|
|
|
512
|
|
|
|
(353
|
)
|
|
|
(1,106
|
)
|
|
|
14,488
|
|
Minority interest in subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36
|
)
|
|
|
|
|
|
|
|
|
|
|
(36
|
)
|
Income Before Income
Taxes
|
|
|
4,514
|
|
|
|
(272
|
)
|
|
|
7,950
|
|
|
|
105
|
|
|
|
(1,299
|
)
|
|
|
(1
|
)
|
|
|
10,997
|
|
Segment assets
|
|
|
75,862
|
|
|
|
31,293
|
|
|
|
197,652
|
|
|
|
83,248
|
|
|
|
109,528
|
|
|
|
(154,426
|
)
|
|
|
343,157
|
|
Expenditures for segment assets
|
|
|
482
|
|
|
|
|
|
|
|
21,941
|
|
|
|
10,548
|
|
|
|
1,745
|
|
|
|
|
|
|
|
34,716
|
|
33
10. Related Party Information
Robert D. Orr, Chairman of the Board, and Leland G. Orr, Chief Executive Officer, own a
controlling interest in Brooke Holdings, Inc. which owned 43% of the Companys common stock at
March 31, 2008.
Michael S. Lowry, Executive Vice President of Aleritas, is a co-member of First Financial
Group, L.C. Kyle L. Garst, Chairman and Chief Executive Officer of Brooke Capital Corporation, is
the sole manager and sole member of American Financial Group, L.L.C. In October 2001, First
Financial Group, L.C. and American Financial Group, L.L.C. each guaranteed 50% of a Aleritas loan
to The Wallace Agency, L.L.C. of Wanette, Oklahoma and each received a 7.50% profit interest in The
Wallace Agency. The loan was originated on October 15, 2001 and is scheduled to mature on
January 1, 2014. At March 31, 2008, the Company had a loss exposure of $274,000. First Financial
Group, L.C. and American Financial Group, L.L.C. each sold its ownership interest in the Wallace
Agency, L.L.C. back to the Wallace Agency, L.L.C. in March 2007.
In January 2008, Aleritas entered into a Business Development and Finders Fee Agreement with
Quantum Ventures of Michigan, LLC (QVM). This agreement was approved by the Aleritas directors
and Governance Committee and then subsequently by the full Board of Directors (except that all
related parties were excused from voting). One of the principals of QVM is Michael C. Azar, was a
director of the Aleritas until his resignation on April 1, 2008, and the former President of
Oakmont Acquisition Corp., which merged with Brooke Credit Corporation of Kansas on July 18, 2007.
Pursuant to the agreement, the Company pays QVM $120,000 per annum, plus a percentage fee (which
varies for each potential acquisition) for its work in bringing about an acquisition by the Company
of another business entity through means such as a stock or asset purchase, or by merger or
consolidation.
Anita F. Larson, former Executive Vice President of Aleritas, is married to John Arensberg, a
partner in Arensberg Insurance of Overland Park, Kansas. Arensberg Insurance is a franchisee of
Brooke Franchise Corporation pursuant to a standard form franchise agreement, and utilizes the
administrative and processing services of Brooke Franchise Corporations service center employees
pursuant to a standard form service center agreement. Brooke Franchise Corporation receives in
excess of $135,000 in fees from the franchisee in connection with each of these agreements.
In December 2007, Brooke Holdings, Inc. purchased a participation from Brooke Capital Advisors
in the amount of $12,382,000, of which a portion has subsequently been sold. Brooke Holdings, Inc.
is controlled by Robert D. Orr and Leland G. Orr, who owned 73.65% and 21.72%, respectively, of its
outstanding shares of stock as of February 29, 2008. The interest rate on the participation is
variable, at 4.50% over the printed rate as published in the Wall Street Journal, and annual
principal payments are scheduled with a final payment of $8,154,000 due in December 2011. The
underlying loan is secured by the stock of First Life, TIC, and Brooke Capital Advisors. At March
31, 2008, all but $1,082,000 of this amount has been sold to other participating lenders and
$14,664,000 remains payable to Brooke Holdings, Inc. and is reported as a part of accounts payable.
In addition, during March 2008, the Company loaned $1,980,000 to Brooke Holding, Inc. At March 31,
2008, all but $480,000 of this amount had been sold to a participating lender.
11. Acquisitions and Divestitures
In July 2002, the Company acquired 100% of the outstanding ownership interests of CJD &
Associates, L.L.C. for an initial purchase price of $2,025,000. Additional payments of the purchase
price in the amount of $3,283,000 have been made since the initial purchase.
On December 8, 2006, the Company closed on a Stock Purchase and Sale Agreement (2006 Stock
Purchase Agreement) whereby the Company committed, through a series of steps, to acquire an
approximate 55% interest in the outstanding shares of First American Capital Corporation (now
Brooke Capital Corporation) in exchange for $3,000,000 in cash and execution of a Brokerage
Agreement. At closing, the Company acquired an approximate 47% interest in First Americans then
authorized, issued and outstanding common stock, for $2,552,000 and executed and delivered the
Brokerage Agreement. As part of the closing, Brooke Capital Corporation issued Brooke Corporation a
warrant to purchase the
additional shares of common stock for $448,000, such shares to be authorized for issuance
pursuant to forthcoming amendments to Brooke Capitals Articles of Incorporation. Brooke Capital Corporations
Articles of Incorporation were amended on January 31, 2007 and Brooke Corporation exercised the
warrant on the same day. On November 15, 2007, Brooke Capital completed a merger with Brooke Franchise
Corporation (Brooke Franchise) which was then a wholly-owned subsidiary of Brooke Corporation.
Pursuant to the Merger Agreement, Brooke Franchise was merged with and into Brooke Capital, resulting
in Brooke Capital being the survivor. The transaction was accounted for in accordance with the
guidance under Statement of Financial Accounting Standards (SFAS) No. 141,
Business Combinations
,
issued by the Financial Accounting Standards Board. Prior to the merger, Brooke Corporation owned
100% of Brooke Franchise and 53% of Brooke Capital. As a result of the closing of the merger, Brooke
Corporation owned approximately 81% of Brooke Capital common stock.
34
As part of the consideration under the 2006 Stock Purchase Agreement, Brooke Capital Advisors,
a subsidiary of Brooke Capital Corporation, and CJD & Associates, L.L.C. (CJD), Brooke
Corporations brokerage subsidiary, entered into an agreement by which, as of that date, Brooke
Capital Advisors began transacting all new managing general agent loan brokerage business (formerly
operated by CJD). CJD operated such a business prior to closing and, as part of the Brokerage
Agreement, agreed not to engage in any new managing general agent loan brokerage business. Pursuant
to the terms of the 2006 Stock Purchase Agreement, Brooke Corporation agreed to contribute funds to
Brooke Capital Corporation as additional consideration, to the extent the pretax profits of Brooke
Capital Advisors did not meet a three-year $6 million pretax profit goal in accordance with an
agreed upon schedule set forth in the 2007 Stock Purchase Agreement. Brooke Capital Advisors
reported pretax income of approximately $7,773,000 and $1,084,000 during 2007 and 2006,
respectively. During the first three months of 2008, Brooke Capital Advisors reported a pretax loss
of $18,000.
On January 8, 2007, the Company completed the acquisition of Generations Bank, a federal
savings bank, by purchasing for $10.1 million in cash all of the issued and outstanding capital
stock of the Bank from Kansas City Life Insurance Company pursuant to a Stock Purchase Agreement
dated January 23, 2006. The Company assigned its rights and obligations under the agreement to its
wholly-owned subsidiary, Brooke Bancshares, Inc. (formerly Brooke Brokerage Corporation), prior to
closing. Accordingly, the Banks results of operations since January 8, 2007 are included in these
consolidated financial statements.
The Bank operates under the name Brooke Savings Bank and its operations are conducted through
contracted bank agents, who leverage existing relationships with Brooke Capital Corporation
franchisees and other independent insurance agents and professionals by providing additional
products and services. The Banks main retail banking office is located in Phillipsburg, Kansas,
and its administrative offices are located in Overland Park, Kansas.
An initial purchase premium of $1,900,000, along with other direct costs associated with the
transaction, was allocated based on the fair values of the assets and liabilities acquired. The
fair values of the major assets and liabilities acquired in this transaction were as follows (in
thousands):
|
|
|
|
|
|
|
At January 8, 2007
|
|
Investment securities
|
|
$
|
30,383
|
|
Loans, net
|
|
|
19,644
|
|
Cash and other assets
|
|
|
1,176
|
|
|
|
|
|
Total assets
|
|
|
51,203
|
|
|
|
|
|
|
Deposits
|
|
|
41,493
|
|
Other borrowings
|
|
|
1,289
|
|
Other liabilities
|
|
|
221
|
|
|
|
|
|
Total liabilities
|
|
|
43,003
|
|
|
|
|
|
|
Net assets acquired
|
|
$
|
8,200
|
|
Purchase premium recorded
|
|
|
2,077
|
|
|
|
|
|
Initial capitalization of the Bank
|
|
$
|
10,277
|
|
35
Effective July 18, 2007, pursuant to the Amended and Restated Agreement and Plan of Merger
dated as of April 30, 2007 (the Merger Agreement) by and among Oakmont Acquisition Corp.
(Oakmont), Brooke Credit Corporation (Brooke Kansas) and the Company, Brooke Kansas was merged
with and into Oakmont. In connection with the merger, Oakmont changed its name to Brooke Credit
Corporation (the Surviving Corporation). Pursuant to the Merger Agreement, each share of the
issued and outstanding common stock of Oakmont was converted into one share of the validly issued,
fully paid and non-assessable authorized share of common stock of the Surviving Corporation. The
Company, along with seven other former Brooke Kansas equity holders, received aggregate merger
consideration of 16,304,000 shares of the Surviving Corporations common stock, and the common
stock of Brooke Kansas was cancelled. Shares of the Surviving Corporations common stock received
by the Company along with shares of the Surviving Corporation purchased by the Company in the open
market, Brooke Corporation owns approximately 62% of the Surviving Corporations issued and
outstanding stock. An additional aggregate of 1,000,000 shares of
the Surviving Corporations common stock will be issued to Brooke Corporation and the other former
Brooke Kansas stockholders, or reserved for issuance pursuant to assumed warrants, in the event the
Surviving Corporation achieves adjusted earnings of $19,000,000 in 2008.
In March 2007, the Company purchased 100% of the common stock of Delta Plus Holdings, Inc. for
a total purchase price of $13,500,000, plus net tangible book value at closing.
During May 2007, Brooke Capital acquired a 100% interest in Brooke Investments, Inc., from
Brooke Corporation. Brooke Investments acquires real estate for lease to franchisees, for corporate
use and other purposes. See Note 5 for more information regarding the Companys operating leases.
On September 28, 2007, Brooke Capital acquired 60 insurance agency locations from entities
associated with Chicago-based J and P Holdings Inc. The agencies currently sell auto insurance
under the trade names of Lone Star Auto, Insurance Xpress, Car Insurance Store, Hallberg Insurance
Agency and Hallberg Xpress in Colorado, Illinois, Kansas, Missouri and Texas. The acquired agencies
will be converted into Brooke franchises or merged into existing Brooke franchise locations. At
March 31, 2008, 49 of the acquired agencies had been sold.
On January 18, 2008, Brooke Savings Bank completed a transaction wherein it assumed
approximately $100 million in deposits and $7.5 million in loans from Bank of the West. As part of
the transaction, the Bank also acquired a network of 42 Kansas-based bank agents who refer deposit
and loan business to the Bank. The Bank paid a deposit premium of approximately $2.9 million in
connection with this transaction. To fund this purchase, the Bank received additional paid-in
capital of $5 million from Brooke Bancshares, Inc., its
immediate corporate parent. As a result of this transaction, the Bank reported total
assets of approximately $141 million, total deposits of $125 million and total stockholders equity
of $15.4 million as of January 31, 2008.
36
12. Stock-Based Compensation
The Company adopted SFAS 123R, Share-Based Payment, on January 1, 2006. The fair value of
the options granted for the periods ended March 31, 2008 and 2007 is estimated on the date of grant
using the binomial option pricing model. The weighted-average assumptions used and the estimated
fair value are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 Plan
|
|
|
2006 Plan
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Expected term (in years)
|
|
|
4.0
|
|
|
|
4.9
|
|
|
|
4.9
|
|
|
|
5.9
|
|
Expected stock volatility
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
10
|
%
|
Risk-free interest rate
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
Dividend
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
|
|
1
|
%
|
Fair value per share
|
|
$
|
0.16
|
|
|
$
|
0.13
|
|
|
$
|
1.05
|
|
|
$
|
1.07
|
|
At March 31, 2008, there were no additional shares available for the grant of stock options
under the Brooke Corporation 2001 Compensatory Stock Option Plan (2001 Plan), as the 2001 Plan
terminated on April 27, 2006, except with respect to stock options then outstanding, upon the
adoption on that date by the Companys shareholders of the 2006 Brooke Corporation Equity Incentive
Plan (2006 Plan). The 2006 Plan includes stock options, incentive stock options, restricted
shares, stock appreciation rights, performance shares, performance units and restricted share units
as possible equity compensation awards. The 2006 Plan provides that a maximum of 500,000 shares of
common stock may be issued pursuant to awards granted under such Plan. Awards of 11,315 restricted
shares and incentive stock options to purchase 64,750 shares of common stock are outstanding under
the 2006 Plan and accordingly, at March 31, 2008 there were 423,935 shares available for granting
of stock-based awards under the 2006 Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 Plan
|
|
|
2006 Plan
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Weighted
|
|
|
|
Shares
|
|
|
Average
|
|
|
Shares
|
|
|
Average
|
|
|
|
Under
|
|
|
Exercise
|
|
|
Under
|
|
|
Exercise
|
|
|
|
Option
|
|
|
Price
|
|
|
Option
|
|
|
Price
|
|
Outstanding December 31, 2006
|
|
|
228,650
|
|
|
$
|
3.36
|
|
|
|
|
|
|
$
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
12.45
|
|
Exercised
|
|
|
(158,660
|
)
|
|
|
1.89
|
|
|
|
|
|
|
|
|
|
Terminated and expired
|
|
|
(10,200
|
)
|
|
|
23.49
|
|
|
|
(25,250
|
)
|
|
|
12.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding December 31, 2007
|
|
|
59,790
|
|
|
|
4.57
|
|
|
|
64,750
|
|
|
|
12.45
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminated and expired
|
|
|
(300
|
)
|
|
|
23.47
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding March 31, 2008
|
|
|
59,490
|
|
|
$
|
4.47
|
|
|
|
64,750
|
|
|
$
|
12.45
|
|
53,802 options to purchase shares were exercisable at March 31, 2008. The following table
summarizes information concerning outstanding and exercisable options at March 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|
|
Number
|
|
|
Remaining
Contractual
|
|
|
Weighted
Average
|
|
|
Number
|
|
|
Weighted
Average
|
|
Range of Exercisable Prices
|
|
Outstanding
|
|
|
Life in Years
|
|
|
Exercise Price
|
|
|
Exercisable
|
|
|
Exercise Price
|
|
2001 Plan ($1.21 $23.49)
|
|
|
59,490
|
|
|
|
4.0
|
|
|
$
|
4.47
|
|
|
|
53,802
|
|
|
$
|
5.02
|
|
2006 Plan ($12.31 $13.54)
|
|
|
64,750
|
|
|
|
4.9
|
|
|
$
|
12.45
|
|
|
|
|
|
|
$
|
|
|
13. Intangible Assets
In connection with its acquisitions of Brooke Savings Bank and Delta Plus Holdings, Inc., the
Company recorded goodwill of approximately $3,022,000 which is not being amortized but, rather,
evaluated periodically for impairment. There were no other intangible assets with indefinite
useful lives as of March 31, 2008, and December 31, 2007. The intangible assets with definite
useful lives had a value of $21,842,000 and $18,781,000 at March 31, 2008, and December 31, 2007,
respectively. Of these assets, $5,727,000 and $6,025,000, respectively, were recorded as a
servicing asset on the balance sheet. The remaining assets were included in Other Assets on the
balance sheet. Amortization expense was $933,000 and $564,000 for the periods ended March 31, 2008
and 2007, respectively.
37
Amortization expense for amortizable intangible assets for the periods ended March 31, 2009,
2010, 2011, 2012 and 2013 is estimated to be $2,049,000, $1,801,000, $1,558,000, $1,370,000 and
$1,200,000, respectively.
14. Supplemental Cash Flow Disclosures
|
|
|
|
|
|
|
|
|
|
|
For the period
|
|
|
For the period
|
|
|
|
Ended March 31,
|
|
|
Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Supplemental disclosures: (in thousands)
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
2,827
|
|
|
$
|
1,969
|
|
|
|
|
|
|
|
|
Cash paid for income tax
|
|
$
|
160
|
|
|
$
|
2,726
|
|
|
|
|
|
|
|
|
Business inventory decreased from December 31, 2007 to March 31, 2008. During the periods
ended March 31, 2008 and 2007, the statements of cash flows reflect the purchase of businesses into
inventory provided by sellers totaling $105,000 and $6,121,000, the write down to realizable value
of inventory of $686,000 and $300,000, respectively, and the change in inventory of $3,758,000 and
$3,632,000, respectively. Payments on seller notes were $1,412,000 and $1,519,000 in 2008 and
2007, respectively,
|
|
|
|
|
|
|
|
|
|
|
For the period
|
|
|
For the period
|
|
|
|
Ended March 31,
|
|
|
Ended March 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Purchase of business inventory
|
|
$
|
(370
|
)
|
|
$
|
(8,958
|
)
|
Sale of business inventory
|
|
|
3,547
|
|
|
|
11,147
|
|
|
|
|
|
|
|
|
Net cash provided from sale of business inventory
|
|
|
3,177
|
|
|
|
2,189
|
|
Cash provided by sellers of business inventory
|
|
|
(105
|
)
|
|
|
(6,121
|
)
|
Write down to realizable value of inventory
|
|
|
686
|
|
|
|
300
|
|
|
|
|
|
|
|
|
(Increase) decrease in inventory on balance sheet
|
|
$
|
3,758
|
|
|
$
|
(3,632
|
)
|
|
|
|
|
|
|
|
15. Statutory Requirements
At March 31, 2008, DB Indemnity, Ltd. was required to maintain a statutory capital and surplus
of $120,000. Actual statutory capital and surplus was $2,639,000 and $2,737,000 at March 31, 2008
and December 31, 2007, respectively. Of the actual statutory capital, $120,000 and $120,000,
respectively, is fully paid up share capital, and, accordingly, all of the retained earnings and
contributed surplus were available for payment of dividends to shareholders.
DB Indemnity, Ltd. was required to maintain relevant assets of at least $3,255,000 and
$3,123,000 at March 31, 2008 and December 31, 2007, respectively. At March 31, 2008 and
December 31, 2007, relevant assets were $6,982,000 and $6,901,000, respectively. The minimum
liquidity ratio was, therefore, met.
At March 31, 2008, The DB Group, Ltd. was required to maintain a statutory capital and surplus
of $1,000,000. Actual statutory capital and surplus was $1,543,000 and $1,473,000 at March 31,
2008, and December 31, 2007, respectively. Of the actual statutory capital, $1,102,000 and
$1,102,000, respectively, is fully paid up share capital and contributed surplus, and, accordingly,
all of the retained earnings were available for payment of dividends to shareholders.
The DB Group, Ltd. was required to maintain relevant assets of at least $8,000 and $35,000 at
March 31, 2008 and December 31, 2007, respectively. At March 31, 2008 and December 31, 2007,
relevant assets were $1,554,000 and $1,520,000, respectively. The minimum liquidity ratio was,
therefore, met.
38
First Life America, Inc. (FLAC), the life insurance subsidiary of Brooke Capital Corporation,
prepares its statutory-basis financial statements in accordance with statutory accounting practices
(SAP) prescribed or permitted by the Kansas Insurance Department (KID). Currently, prescribed
statutory accounting practices include state insurance laws, regulations, and general
administrative rules, as well as the National Association of Insurance Commissioners (NAIC)
Accounting Practices and Procedures Manual and a variety of other NAIC publications. Permitted
statutory accounting practices encompass all accounting practices that are not prescribed; such
practices may differ from state to state, may differ from company to company within a state, and
may change in the future. During 1998, the NAIC adopted codified statutory accounting principles
(Codification). Codification replaced the NAIC Accounting Practices and Procedures Manual and was
effective January 1, 2001. The impact of Codification was not material to FLACs statutory-basis
financial statements.
Principal differences between GAAP and SAP include: a) costs of acquiring new policies are
deferred and amortized for GAAP; b) benefit reserves are calculated using more realistic
investment, mortality and withdrawal assumptions for GAAP; c) statutory asset valuation reserves
are not required for GAAP; and d) available-for-sale fixed maturity investments are reported at
fair value with unrealized gains and losses reported as a separate component of shareholders
equity for GAAP.
Statutory restrictions limit the amount of dividends which may be paid by FLAC to Brooke
Capital Corporation. Generally, dividends during any year may not be paid without prior regulatory
approval, in excess of the lesser of (a) 10% of statutory shareholders surplus as of the preceding
December 31, or (b) statutory net operating income for the preceding year. In addition, FLAC must
maintain the minimum statutory capital and surplus required for life insurance companies in those
states in which it is licensed to transact life insurance business.
The KID imposes on insurance enterprises minimum risk-based capital (RBC) requirements that
were developed by the NAIC. The formulas for determining the amount of RBC specify various weighing
factors that are applied to financial balances or various levels of activity based on the perceived
degree of risk. Regulatory compliance is determined by ratio of the enterprises regulatory total
adjusted capital, as defined by the NAIC, to its authorized control level RBC, as defined by the
NAIC. Enterprises below specific trigger points or ratios are classified within certain levels,
each of which requires specified corrective action. FLAC has a ratio that is in excess of the
minimum RBC requirements; accordingly, the Companys management believes that FLAC meets the RBC
requirements.
Traders Insurance Company is a Missouri domiciled property-casualty insurance company and
prepares its statutory-basis financial statements in accordance with statutory accounting practices
(SAP) prescribed or permitted by the Missouri Insurance Department (MID).
The Missouri Insurance Department recognizes only statutory accounting practices prescribed or
permitted by the state of Missouri for determining and reporting the financial conditions and
results of operation of an insurance company, for determining is solvency under the Missouri law.
The National Association of Insurance Commissioners (NAIC) Accounting Practices and Procedures
Manual version effective January 1, 2001 (NAIC SAP) has been adopted as a component of prescribed
or permitted practices by the state of Missouri. The state has adopted certain prescribed
accounting practices which differ from those found in NAIC SAP. Specifically, the practice which
impacts Traders Insurance Company is that the state of Missouri does not allow for the admissibility of
Electronic Data Processing Equipment unless the aggregate value exceeds $25,000. The Commissioner
of Insurance has the right to permit other specific practices which deviate from prescribed
practices.
The MID imposes on insurance enterprises minimum risk-based capital (RBC) requirements that
were developed by the NAIC. Enterprises below specific trigger points or ratios are classified
within certain levels, each of which requires specified corrective action. Management believes
Traders Insurance Company meets the RBC requirements.
Brooke Savings Bank is subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can initiate certain
mandatory and
possibly additional discretionary actions by regulators that, if undertaken, could have a
direct material effect on the Banks financial statements. Under capital adequacy guidelines and
the regulatory framework for prompt corrective action, the Bank must meet specific capital
guidelines that involve quantitative measures of the Banks assets, liabilities, and certain
off-balance sheet items as calculated under regulatory accounting practices. The capital amounts
and classifications are also subject to qualitative judgments by the regulators about components,
risk weightings, and other factors.
39
Quantitative measures established by regulation to ensure capital adequacy require the Bank to
maintain minimum amounts and ratios of tangible capital (as defined in the regulations) to total
tangible assets (as defined), total and Tier 1 capital (as defined) to risk-weighted assets (as
defined) and of Tier 1 capital (as defined) to adjusted tangible assets (as defined).
Bank management believes that, as of March 31, 2008, the Bank meets all capital adequacy
requirements to which it is subject.
In connection with its recent acquisition of the Bank, the Company has committed to maintain
the Bank as a well capitalized institution, as defined in the regulations promulgated by the
Office of Thrift Supervision, for Prompt Corrective Action purposes for the three-year period
immediately following the consummation of the acquisition of the Bank. As of March 31, 2008, Bank
management believes that the Bank meets the requirements to be well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank
must maintain tangible capital, core (leverage) capital, and total (risk-based) capital ratios as
set forth in the regulations. Since its acquisition on January 8, 2007, the Bank has not received
notification from the Office of Thrift Supervision (OTS) regarding its categorization.
In connection with its acquisition on January 8, 2007, the Bank committed to operating within
the parameters of a three-year business plan and submitting quarterly business variance plan
reports to the OTS during that timeframe. That business plan presumes that no dividends will be
declared during the three-year period. In addition, Brooke Corporation has committed to meeting
certain minimum consolidated capital-to-assets ratios during the five-year period following the
Banks acquisition.
In connection with the January 18, 2008 transaction with Bank of the West (see footnote 11),
the Bank committed to operating within the parameters of a revised three-year business plan which
reflects the transaction and will continue to submit quarterly business variance plan reports to
the OTS through the first quarter of 2010. The Bank also committed to maintaining a minimum Tier 1
(Core) Capital Ratio of 6.5% (which is higher than the 5% level necessary to be considered
well-capitalized under prompt corrective action provisions).
The Banks management believes that with respect to the current regulations, the Bank will
continue to meet its minimum capital requirements in the foreseeable future. However, events
beyond the control of the Bank, such as significant changes in interest rates or a downturn in the
economy in areas where the Bank has concentrations of loans, could adversely affect future earnings
and, consequently, the ability of the Bank to meet its future minimum capital requirements.
16. Commitments and Contingencies
The financial statements do not reflect various commitments and contingencies which arise in
the normal course of Brooke Savings Banks business. These commitments and contingencies which
represent credit risk, interest rate risk, and liquidity risk, consist of commitments to extend
credit, unsecured lending, and litigation arising in the normal course of business.
Commitments, which are disbursed subject to certain limitations, extend over periods of time
with the majority of executed commitments disbursed within a twelve-month period. As of March 31,
2008, the Bank had no outstanding loan commitments to originate adjustable-rate
loans.
40
Commitments to extend credit are agreements to lend to customers as long as there is no
violation of any condition established in the contract. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. The Bank evaluates each
customers creditworthiness on a case-by-case basis. The same credit policies are used in granting
lines of credit as for on-balance sheet instruments. As of March 31, 2008, the Bank had commitments
to lend to customers unused commercial and consumer lines of credit of approximately $665,000 and $1,447,000, respectively.
At March 31, 2008, there were no outstanding commitments to sell mortgage loans.
As discussed in footnote 11, in December 2006, the Company closed on a Stock Purchase and Sale
Agreement with Brooke Capital Corporation, pursuant to which, among other things, the Company
acquired approximately 55% of Brooke Capital common stock then outstanding in exchange for $3
million in cash and the execution of a brokerage agreement. Pursuant to the terms of the 2006 Stock
Purchase and Sale Agreement provides that the Company shall pay to Brooke Capital up to $6 million
as additional consideration for such shares if $6 million of pretax profits are not generated over
a three-year period by the life insurance brokerage subsidiary in accordance with the following
schedule: (i) at least One Million Five Hundred Thousand Dollars ($1,500,000) of pretax profits
during the twelve-months ended September 30, 2007, (ii) at least Two Million Dollars ($2,000,000)
of pretax profits during the twelve-months ended September 30, 2008, and (iii) at least Two Million
Five Hundred Thousand Dollars ($2,500,000) of pretax profits during the twelve-months ended
September 30, 2009. Since acquiring a controlling interest in Brooke Capital in December 2006, the
life insurance brokerage subsidiary has reported $7,773,000 and $1,084,000 in pre-tax profits during 2007 and 2006,
respectively. During the first three months of 2008, Brooke Capital Advisors reported a pretax loss
of $18,000.
Various lawsuits have arisen in the ordinary course of the Companys business. In each of the
matters and collectively, the Company believes the ultimate resolution of such litigation will not
result in any material adverse impact to the financial condition, operations or cash flows of the
Company.
17. Foreign Currency Translation
In March 2005, the Company formed a New Brunswick, Canada subsidiary, Brooke Canada Funding,
Inc. Until February 2006, the subsidiary conducted limited operations and did not own any assets.
During February 2006, a $10,000,000
(Canadian dollars)
line of credit was established with the
Canadian Branch of Fifth Third Bank, as disclosed in Note 4. The current operation of Brooke Canada
Funding, Inc. consists of the funding of loans in Canada for the Company.
The financial position and results of operations of the Canadian subsidiary are determined
using local currency, Canadian dollars, as the functional currency. Assets and liabilities of the
subsidiary are translated at the exchange rate in effect at each period end. Income statement
accounts are translated at the weighted average rate of exchange during the period. Translation
adjustments arising from the use of different exchange rates from period to period are included in
the cumulative translation adjustment included in accumulated other comprehensive income within
shareholders equity as detailed below.
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
Gross translation adjustment
|
|
$
|
(119
|
)
|
Deferred taxes on the above
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
Net impact on accumulated other comprehensive income
|
|
$
|
(74
|
)
|
|
|
|
|
18. New Accounting Standards
Fair Value Option and Fair Value Measurement
- In September 2006, the FASB issued Statement
No. 157,
Fair Value Measurements.
This statement defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements. The statement
establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies
assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard
is effective for fiscal years
beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position (FSP) No.
FAS 157-2,
Effective Date of FASB Statement No. 157.
This FSP delays the effective date of FAS
157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or
disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after
November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not
material.
41
In February 2007, the FASB issued Statement No. 159,
The Fair Value Option for Financial
Assets and Financial Liabilities.
The standard provides companies with an option to report
selected financial assets and liabilities at fair value and establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose different measurement
attributes for similar types of assets and liabilities. The new standard was effective for the
Company on January 1, 2008. The Company did not elect the fair value option for any financial
assets or financial liabilities as on January 1, 2008.
Fair Value Measurement
- Statement 157 defines fair value as the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date. Statement 157 also establishes a fair value hierarchy which
requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. The standard describes three levels of inputs that may be used to
measure fair value:
|
|
|
Level 1:
Quoted prices (unadjusted) or identical assets or liabilities in active
markets that the entity has the ability to access as of the measurement date.
|
|
|
|
|
Level 2:
Significant other observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities, quoted prices in markets that are not active and
other inputs that are observable or can be corroborated by observable market data.
|
|
|
|
|
Level 3:
Significant unobservable inputs that reflect a companys own assumptions about
the assumptions that market participants would use in pricing an asset or liability.
|
To estimate fair value of its available-for-sale Investment Securities, the Company obtains quoted
prices provided by nationally recognized securities exchanges or
matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying
exclusively on quoted prices for the specific securities, but rather by relying on the securities relationship to other benchmark quoted securities.
Assets measured at fair value on a recurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Using Quoted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prices in Active
|
|
|
Using Significant
|
|
|
|
|
|
|
|
|
|
|
Markets for
|
|
|
Other
|
|
|
Using Significant
|
|
|
|
|
|
|
|
Identical Assets
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
March 31, 2008
|
|
|
(Level 1)
|
|
|
Inputs (Level 2)
|
|
|
Inputs (Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and interest receivable
|
|
$
|
164,892
|
|
|
$
|
|
|
|
$
|
164,892
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
$
|
101,365
|
|
|
$
|
18,852
|
|
|
$
|
82,513
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
266,257
|
|
|
$
|
18,852
|
|
|
$
|
247,405
|
|
|
$
|
|
|
In August 2005, the Financial Accounting Standards Board (FASB) issued an exposure draft
which amends Statement of Financial Accounting Standards No. 140,
Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities
. This exposure draft seeks to
clarify the derecognition requirements for financial assets and the initial measurement of
interests related to transferred financial assets that are held by a transferor. The Companys
off-balance sheet transactions could be required to be reported consistent with the provisions of
the exposure draft. Aleritas will continue to monitor the status of the exposure draft and consider
what changes, if any, could be made to the structure of the securitizations and off-balance sheet
financings to continue to exclude loans transferred to these qualifying special purpose entities.
42
In April 2008 the Financial Accounting Standards Board (FASB) decided to remove the
qualifying special-purpose entity concept from Statement of Financial Accounting Standards No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"
and
simultaneously
remove the QSPE exception from consolidation in FASB Interpretaion No. 46 (revised December
2003),
Consolidation of Variable Interest Entitites.
FASB also decided to amend Paragraph 9(a) to
explicitly require preparers assessing legal isolation to consider all involvements with the
transferred asset by entities within the consolidated group; and Paragraph 9(c) to prohibit sale
accounting if the transferor has imposed a constraint on the transferee. The primary potential
consequences of the tentative decision are that transferors would have to evaluate whether to
consolidate any entity to which the assets are sold if the transferor retains an economic
interest in the transferred assets, and that transfers would not be accounted for as sales if the
transferor imposes a constraint on the transferee under any circumstances. An exposure draft of
proposed requirements is planned by the end of June 2008, and a final Statement is planned to be
effective for periods beginning after December 15, 2008. Aleritas will monitor the status of the
exposure draft and consider what changes, if any, could be make to the structure of the
securitizations and off-balance sheet financings to continue to exclude loans transferred to these
qualifying special purpose entities. At March 31, 2008, the qualifying special purpose entities
held loans totaling $298,979,000 which could be required to be shown on the financial statements
depending on the outcome of the exposure draft.
On February 20, 2008, the FASB issued Staff Position (FSP) 140-3,
Accounting for Transfers of
Financial Assets and Repurchase Financing Transactions
, (FSP 140-3). The FSP focuses on the
circumstances that would permit a transferor and a transferee to separately evaluate the accounting
for a transfer of a financial asset and a repurchase financing under SFAS 140. The FSP states that
a transfer of a financial asset and a repurchase agreement involving the transferred financial
asset should be considered
part of the same arrangement when the counterparties to the two transactions are the same unless
certain criteria are met. The criteria in the FSP are intended to identify whether (1) there is a
valid and distinct business or economic purpose for entering separately into the two transactions
and (2) the repurchase financing does not result in the initial transferor regaining control over
the previously transferred financial assets. Its purpose is to limit diversity of practice in
accounting for these situations, resulting in more consistent financial reporting. Consequently, it
is the FASBs desire to have the FSP effective as soon as practicable. This FSP would be effective
for financial statements issued for fiscal years beginning after November 15, 2008 and interim
periods within those fiscal years. Early application is not permitted. The Company is in the
process of evaluating the impact of the position on its financial statements.
In December 2007, the FASB issued SFAS No. 141 (revised 2007),
Business Combinations
. This
statement establishes principles and requirements for how an acquirer recognizes and measures
tangible assets acquired, liabilities assumed, goodwill and any noncontrolling interests and
identifies related disclosure requirements for business combinations. Measurement requirements will
result in all assets, liabilities, contingencies and contingent consideration being recorded at
fair value on the acquisition date, with limited exceptions. Acquisition costs and restructuring
costs will generally be expensed as incurred. This statement is effective for the Company for
business combinations in which the acquisition date is on or after January 1, 2009. Management is
currently assessing what impact, if any, the application of this standard could have on the
Companys results of operations and financial position.
43
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated
Financial Statements
. This statement amends ARB 51 to establish accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.
Minority interests will be recharacterized as noncontrolling interests and classified as a
component of equity. This statement
is effective for the Company beginning on January 1, 2009. It is not expected that adoption of this
statement will have a material impact on the operating results or financial condition of the
Company.
19. Reclassifications
Certain accounts in the prior period financial statements have been reclassified for
comparative purposes to conform with the presentation in the current year financial statements.
20. Subsequent Events
Effective
April 30, 2008, Aleritas Chief Financial Officer, Andrea F. Bielsker, resigned.
Aleritas Chairman Robert D. Orr assumed the duties of CFO and Aleritas President Michael S. Hess
assumed Mr. Orrs responsibilities as Chief Executive Officer.
On May 1, 2008, Aleritas announced that it reduced its loan production staff by approximately 50% (12 employees) at its Overland Park headquarters, effective
April 25, 2008.
On
May 5, 2008, Brooke Capital announced that it was reducing its staff by approximately 17% by
reducing its work force at its Overland Park offices and its agent service centers
44
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Amounts in this section have been rounded to the nearest thousand, except percentages, ratios,
per share data, numbers of franchise locations and numbers of businesses. Unless otherwise
indicated, or unless the context otherwise requires, references to years in this section mean our
fiscal years ended December 31.
Forward-Looking Information
We caution you that this report on Form 10-Q for the three-month period ended March 31, 2008
includes forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and is subject to the safe harbor created by that Act. Among other things, these
statements relate to our financial condition, results of operations and business. These
forward-looking statements are generally identified by the words or phrases will, will allow,
will continue, would, would be, expect, expect to, intend, intend to, anticipate,
is anticipated, foresee, estimate, plan, may, believe, implement, build, project
or similar expressions and references to strategies or plans.
While we provide forward-looking statements to assist in the understanding of our anticipated
future financial performance, we caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date that we make them. Forward-looking statements are
subject to significant risks and uncertainties, many of which are beyond our control. Although we
believe that the assumptions underlying our forward-looking statements are reasonable, any of the
assumptions could prove to be inaccurate. Actual results may differ materially from those contained
in or implied by these forward-looking statements for a variety of reasons. These risks and
uncertainties are discussed in more detail in our annual report on Form 10-K for the fiscal year
ended December 31, 2007, in our other filings with the Securities and Exchange Commission and in
this section of this report and include, but are not limited to:
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prevailing economic conditions,
either nationally or locally in some or all areas in which we conduct business
or conditions in the securities markets or the banking industry;
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changes in interest rates,
deposit flows, loan demand, real estate values and competition, which can
materially affect, among other things, consumer banking revenues, origination
levels in our lending businesses and the level of defaults, losses and
prepayments on loans made by us, whether held in portfolio or sold in the
secondary markets;
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operational issues and/or
capital spending necessitated by the potential need to adapt to industry
changes in information technology systems, on which our banking segment is
highly dependent;
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changes in accounting
principles, policies, and guidelines; changes in any applicable law, rule,
regulation or practice with respect to tax or legal issues; risks and
uncertainties related to mergers and related integration and restructuring
activities; conditions in the securities markets or the banking industry;
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our borrowers’ financial
performance and their potential ability to repay amounts due to us;
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inability to fund our loans
through sales to third parties;
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inability to secure the lines
of credit and additional sources of funding necessary to accommodate our growth;
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certain assumptions regarding
the profitability of our securitizations, loan participations, warehouse lines
of credit and other funding vehicles, which may not prove to be accurate;
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the value of the collateral
securing our loans;
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potential litigation and
regulatory proceedings regarding commissions, fees, contingency payments,
profit sharing and other compensation paid to brokers or agents;
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dependence on key personnel; and
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the level of expenditures
required to comply with the Sarbanes-Oxley Act and the potential material
adverse effects of not complying with the Sarbanes-Oxley Act.
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45
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We compete in highly regulated industries, which may result in increased expenses
or restrictions in our operations.
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Pending transactions involving our subsidiaries may not close or close when
expected.
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Changes in economic, political and regulatory environments, governmental policies,
laws and regulations, including changes in accounting policies and standards and taxation
requirements (such as new tax laws and new or revised tax law interpretations) could
materially adversely affect our operations and financial condition.
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We expressly disclaim any obligation to update or revise any of these forward-looking
statements, whether because of future events, new information, a change in our views or
expectations, or otherwise. We make no prediction or statement about the market performance of our
shares of common stock.
General
We are a holding company focusing on investments in the insurance, banking and financial
services industries with holdings in two public companies, Brooke Capital Corporation (AMEX: BCP)
and Aleritas Capital Corp., a d/b/a of Brooke Credit Corporation, (OTCBB: BRCR), and two
wholly-owned private companies, Brooke Bancshares, Inc. and Brooke Brokerage Corporation.
Despite the associated disadvantages, we prefer to hold investments in small public companies,
instead of private companies, for the purposes of promoting entrepreneurial behavior by managers,
diversifying risk, increasing accountability and increasing liquidity.
Brooke Bancshares, Inc.
Brooke Bancshares, a wholly-owned subsidiary, owns Brooke Savings
Bank, which sells banking products and services primarily through contracted banker agents who are
paid commissions for customer referrals.
Brooke Brokerage Corporation.
Brooke Brokerage, a wholly-owned subsidiary owns CJD &
Associates, LLC which brokers hard-to-place property and casualty insurance policies and life
insurance policies on a wholesale basis primarily through independent insurance agents.
Brooke Capital Corporation.
Brooke Capital, an 81% owned subsidiary, owns First Life America
Corporation which issues life insurance policies primarily through independent insurance agents.
Brooke Capital has agreed to acquire Delta Plus Holdings, Inc., the owner of Traders Insurance
Company, which issues auto insurance policies through independent insurance agents. Brooke Capital
is a franchisor of insurance agencies and also owns Brooke Investments, Inc. an independent insurance agency and Brooke Capital
Advisors, Inc., a consultant to insurance agency borrowers.
Aleritas Capital Corp. (a d/b/a of Brooke Credit Corporation).
Aleritas, a 62% owned
subsidiary, is a finance company that lends to businesses that sell insurance and related services.
Aleritas generates most of its revenues from interest income resulting from loans held on its
balance sheet in the form of inventory loans held for sale and from gains on sale of loans when
they are removed from its balance sheet.
46
Results of Operations
Our consolidated results of operations have been significantly impacted by expansion of
franchise locations in recent years and the acquisition of a bank and insurance companies. The
following table shows income and expenses (in thousands, except percentages and per share data) for
the three months ended March 31, 2008 and 2007, and the percentage change from period to period.
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|
|
|
|
|
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|
|
|
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|
|
|
|
|
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2008
|
|
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Three months
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|
|
Three months
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|
% Increase
|
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|
|
Ended March 31,
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|
Ended March 31,
|
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|
(decrease)
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|
2008
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2007
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|
over 2007
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|
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
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|
Insurance commissions
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|
$
|
34,314
|
|
|
$
|
32,736
|
|
|
|
5
|
%
|
Interest income (net)
|
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|
8,533
|
|
|
|
7,697
|
|
|
|
11
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|
Consulting fees
|
|
|
253
|
|
|
|
315
|
|
|
|
(20
|
)
|
Gain on sale of businesses
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|
(846
|
)
|
|
|
681
|
|
|
|
(224
|
)
|
Initial franchise fees for basic services
|
|
|
1,320
|
|
|
|
12,870
|
|
|
|
(90
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)
|
Initial franchise fees for buyers
assistance plans
|
|
|
|
|
|
|
385
|
|
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|
(100
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)
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Gain on sale of notes receivable
|
|
|
99
|
|
|
|
6,923
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|
|
|
(99
|
)
|
Insurance premiums earned
|
|
|
3,770
|
|
|
|
1,148
|
|
|
|
228
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|
Policy fee income
|
|
|
113
|
|
|
|
102
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|
|
|
11
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|
Impairment loss
|
|
|
(11,763
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)
|
|
|
|
|
|
|
|
|
Other income
|
|
|
440
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|
|
|
296
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|
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|
(43
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)
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|
|
|
|
|
|
|
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|
Total operating revenues
|
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|
36,233
|
|
|
|
63,153
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|
|
|
43
|
|
Operating Expenses
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|
|
|
|
|
|
|
|
|
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|
Commission expense
|
|
|
25,295
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|
|
|
23,372
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|
|
|
8
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|
Payroll expenses
|
|
|
9,634
|
|
|
|
7,890
|
|
|
|
22
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|
Depreciation and amortization expense
|
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|
1,574
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|
|
|
989
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|
|
|
59
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|
Insurance loss and loss expense
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|
1,082
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|
|
|
978
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|
|
|
11
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|
Provision for loan losses
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|
12,537
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|
|
|
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Other operating expenses
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|
18,950
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|
|
|
14,488
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|
|
|
23
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|
Other operating interest expense
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|
761
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|
|
|
1,815
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|
|
|
(58
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)
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|
|
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|
|
|
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Total operating expenses
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|
69,833
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|
|
|
49,532
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|
|
|
41
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Income from operations
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|
|
(33,600
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)
|
|
|
13,621
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|
|
|
(347
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)
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Interest expense
|
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|
3,071
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|
|
|
2,660
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|
|
|
15
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Loss on extinguishment of debt
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8,210
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|
|
|
|
|
|
|
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Minority interest in subsidiary
|
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|
(9,581
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)
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|
(36
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)
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|
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|
|
|
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|
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Income before income taxes
|
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|
(35,300
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)
|
|
|
10,997
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|
|
|
(421
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)
|
Income tax expenses
|
|
|
(16,766
|
)
|
|
|
4,188
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|
|
|
(500
|
)
|
|
|
|
|
|
|
|
|
|
|
Net income
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|
$
|
(18,534
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)
|
|
$
|
6,809
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|
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(372
|
)%
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|
|
|
|
|
|
|
|
|
|
Basic net income per share
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|
$
|
(1.38
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)
|
|
$
|
0.48
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|
|
|
(388
|
)%
|
Diluted net income per share
|
|
$
|
(1.38
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)
|
|
$
|
0.48
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|
|
|
(388
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)%
|
47
We
incurred a net loss in the first quarter of 2008 primarily as the
result of loan losses at Aleritas and secondarily as the result of
adding fewer new franchise locations. Operating revenue is expected to continue to decrease in 2008, but primarily from opening
fewer franchise locations. The increases in total operating revenues in recent years, and most of
the individual revenue categories that make up total operating revenues, are primarily attributable
to prior expansion of franchise operations. The increases in interest income (net)
primarily resulted from increased loan origination activities, increases in the amount of loans
held in inventory for eventual sale and increases in retained interest from loans sold. Increases
in revenues from insurance premiums earned and increases in expenses from insurance loss and loss
expense incurred were the result of acquiring Delta Plus and Brooke Capital.
Expenses are also expected to continue to increase in 2008 primarily as a result of bank and
insurance company growth and less as a result of opening new franchise locations. The increases of
commission expense are primarily attributable to increases in insurance commissions received from
insurance companies, because a share of insurance commissions is typically paid to franchisees.
Payroll expenses, which include wages, salaries, payroll taxes and compensated absences
expenses increased primarily as a result of acquiring Delta Plus, Brooke Savings Bank, and Brooke
Capital. Payroll expenses, as a percentage of total operating revenue, were approximately 27% and
12% in the three month periods ended March 31, 2008 and 2007, respectively.
Depreciation and amortization expense also increased primarily as a result of acquiring Delta
Plus, Brooke Savings Bank and Brooke Capital.
Other operating expenses increased at a faster rate than total operating revenues partially as
the result of increases in collateral preservation expenses (See
Insurance Segment
, below). Other
operating expenses which include advertising, rent, travel, lodging and office supplies, also
increased as the result of acquiring Delta Plus, Brooke Savings Bank and Brooke Capital. Other
operating expenses, as a percentage of total operating revenue, were approximately 52% and 23% in
the three month periods ended March 31, 2008 and 2007, respectively.
We consider interest expense, other than line of credit, to be a non-operating expense.
Interest expense increased primarily as a result of increased debt to commercial banks, which was
incurred primarily to capitalize our operating subsidiaries and to fund the over-collateralization
of our warehouse facilities and securitizations. Also contributing to the increase was the interest
expense associated with the private placement of debt by Aleritas in the fourth quarter of 2006.
The following table shows selected assets and liabilities (in thousands, except percentages)
as of March 31, 2008 and December 31, 2007, and the percentage change between those dates.
48
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|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
% Increase
|
|
|
|
As of
|
|
|
As of
|
|
|
(decrease)
|
|
|
|
March 31, 2008
|
|
|
December 31, 2007
|
|
|
over 2007
|
|
Investments
|
|
$
|
124,642
|
|
|
$
|
50,887
|
|
|
|
145
|
%
|
Customer receivable
|
|
|
27,276
|
|
|
|
27,687
|
|
|
|
1
|
|
Notes receivable
|
|
|
213,958
|
|
|
|
164,338
|
|
|
|
30
|
|
Interest earned not
collected on notes
|
|
|
7,523
|
|
|
|
7,132
|
|
|
|
5
|
|
Other receivables
|
|
|
9,340
|
|
|
|
5,660
|
|
|
|
65
|
|
Securities
|
|
|
86,347
|
|
|
|
89,634
|
|
|
|
(4
|
)
|
Deferred charges
|
|
|
8,143
|
|
|
|
11,310
|
|
|
|
(28
|
)
|
Accounts payable
|
|
|
58,829
|
|
|
|
18,942
|
|
|
|
211
|
|
Deposits
|
|
|
121,911
|
|
|
|
22,951
|
|
|
|
431
|
|
Payable under
participation
agreements
|
|
|
54,263
|
|
|
|
39,452
|
|
|
|
38
|
|
Policy and contract
liabilities
|
|
|
26,635
|
|
|
|
25,996
|
|
|
|
3
|
|
Premiums payable
|
|
|
7,646
|
|
|
|
7,621
|
|
|
|
|
|
Debt
|
|
|
183,050
|
|
|
|
157,013
|
|
|
|
17
|
|
Minority interest in
subsidiary
|
|
|
35,090
|
|
|
|
45,899
|
|
|
|
(24
|
)
|
Our acquisition of a controlling interest in Brooke Capital Corporation in December 2006 and
January 2007 has resulted in a new asset category for investments and a new liability category for
policy and contract liabilities to account for the life insurance and annuity operations of Brooke
Capital Corporations life insurance company subsidiary. A balance sheet account has also been
established to reflect the interests of Brooke Capital and Aleritas minority shareholders. The
acquisition of Brooke Savings Bank in January 2007 has resulted in a new liability category for
deposits the banks primary source of funding.
Investments increased as the result of investments held by Brooke Savings Bank and Traders
Insurance Company (Delta Plus Holdings, Inc. subsidiary) which were acquired during the first
quarter of 2007. Brooke Savings Bank also purchased deposits from Bank of the West in January
2008 which increased the investments.
Customer receivables primarily include amounts owed to Brooke Capital by our franchisees. A loss allowance exists for
Brooke Capitals credit loss exposure to these receivable balances from franchisees (See
Insurance
Services Segment
, below).
Notes receivable include loans made by Aleritas to franchisees and others. Notes receivable
balances vary, sometimes significantly from period to period, as a result of our decision to
temporarily retain more or fewer loans in our held for sale loan inventory based on the funds
available to us. Notes receivable balances increased as a result of loans purchased by Brooke
Savings Bank as well as loans produced by Aleritas. A loan loss reserve was established in 2007
which reduces the notes receivable balance.
Customer receivables, notes receivables, interest earned not collected on notes and allowance
for doubtful accounts are the items that comprise our accounts and notes receivable, net, as shown
on our consolidated balance sheet.
49
Other receivables, increased primarily from amounts due from franchisees for purchase of
insurance agencies.
The securities balance result from loan sales activities to qualifying special purpose
entities and primarily consist of three types of securities (or retained residual assets),
interest-only strip receivables in the loans sold, retained over-collateralization interests in the
loans sold, and cash reserves. When the Company sells notes receivables to qualifying special
purpose entities it retains an over-collateralization interest in the loans sold and cash reserves.
As cash is received for the interest-only strip receivable as well as the principal attributable to
our over-collateralization retained interest, the securities balance declines. The securities
balance increased primarily as the result of loans previously held in loan inventory being sold to
Brooke Warehouse Funding, LLC, in connection with the off-balance sheet financing secured through
Fifth Third Bank during March of 2007.
Deferred charges include primarily the fees associated with the issuance of long-term debt by
Aleritas and the costs of acquiring life insurance by First Life America. Upon the refinancing of
the sub-debt by Aleritas, deferred charges associated with the old debt were expensed and deferred
charges for the new debt were added.
Accounts
payable, increased primarily as the result of an increase in payables
to lenders by Aleritas. Accounts
payable also increased as the result of acquiring Delta Plus, Brooke Savings Bank and Brooke
Capital.
Payable under participation agreements is the amount we owe to funding institutions that have
purchased participating interests in loans pursuant to transactions that do not meet the true sale
test of SFAS 140,
Accounting for Transfers and Services of Financial Assets and Extinguishments of
Liabilities.
Payable under participation agreements increased because we sold more loans pursuant
to transactions that did not meet the true sale test.
The premiums payable liability category is comprised primarily of amounts due to insurance
companies for premiums that are billed and collected by our franchisees. Premiums payable increased
primarily from the continued expansion of our franchise operations, including the acquisition of
Delta Plus, which resulted in an increase of premiums billed and collected by our franchisees.
Premiums payable also increased from temporary fluctuations in agent billed activity.
Debt increased primarily as the result of on-balance sheet financing in Aleritas through the
DZ Bank line of credit
Income Taxes
For the three months ended March 31, 2008 and 2007, we incurred an income tax benefit of
$16,766,000 and an income tax expense of $4,188,000, respectively, resulting in effective tax rates
of 46% and 38%. As of March 31, 2008 and December 31, 2007, we had current income tax receivable
of $11,485,000 and current income tax liability of $826,000, respectively, and deferred income tax
assets of $2,160,000 and deferred income tax liabilities of $8,117,000, respectively. The deferred
tax asset is primarily due to the recognition of the impairment loss. The deferred tax liability
is primarily due to the deferred recognition of revenues, for tax purposes, on loans sold until
interest payments are actually received.
Analysis by Segment
Our four reportable segments are Banking, Brokerage, Insurance and Lending.
Revenues, expenses, assets and liabilities for reportable segments were extracted from
financial statements prepared for Brooke Savings Bank (Banking Segment), CJD & Associates
(Brokerage Segment), Brooke Capital Corporation and Delta Plus Holdings, Inc. (Insurance Segment)
and Aleritas Capital Corp. (Lending Segment), and as such, consolidating entries are excluded.
50
The Banking Segment includes the sale of banking services by Brooke Savings Bank through
independent agents. The Brokerage Segment includes the brokering of hard-to-place property and
casualty insurance policies and life insurance policies on a wholesale basis by CJD & Associates
through independent agents. The Lending Segment includes the lending activities of Aleritas.
All insurance company and retail insurance agency activities currently conducted, or expected
to be conducted, by Brooke Capital are discussed in the Insurance Segment. These activities include
life insurance company activities (previously discussed in the Financial Services Segment),
non-standard auto insurance company activities (previously discussed in the Brokerage Segment), and
insurance agency franchise activities (previously discussed in the Franchise Segment).
Each segment was assessed a shared services expense which is an internal allocation of legal,
accounting, human resources and information technology expenses based on our estimate of usage.
Because consolidating entries are excluded, the other operating expense category for reportable
segments include internal allocations for shared services expense during the three-month periods
ended March 31, 2008 and 2007, of $8,000 and $8,000, respectively, for the Banking Segment, $15,000
and $15,000, respectively, for the Brokerage Segment, $450,000 and $1,200,000, respectively, for
the Insurance Segment; and $100,000 and $563,000, respectively, for the Lending Segment.
Revenues, expenses, assets and liabilities that are not allocated to one of the four
reportable segments are categorized as Corporate. Activities associated with Corporate include
functions such as accounting, auditing, legal, human resources and investor relations. Activities
associated with Corporate also include the operation of captive insurance companies that
self-insure portions of the professional liability (errors and omissions) exposure of franchisee
insurance agents and insurance agents employed by Brooke Capital and its affiliates and provide
financial guaranty policies to Aleritas.
Banking Segment
The following financial information relates to our Banking Segment and includes the financial
information of the Brooke Savings Bank subsidiary of Brooke Bancshares, Inc. (in thousands, except
percentages).
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|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
|
|
|
Three months
|
|
|
2008
|
|
|
|
Ended
|
|
|
Ended
|
|
|
% Increase
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
(decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
Over 2007
|
|
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income
|
|
$
|
1,282
|
|
|
$
|
591
|
|
|
|
117
|
%
|
Other income
|
|
|
33
|
|
|
|
13
|
|
|
|
154
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
1,315
|
|
|
|
604
|
|
|
|
118
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Commission expense
|
|
|
66
|
|
|
|
|
|
|
|
|
|
Payroll expense
|
|
|
187
|
|
|
|
129
|
|
|
|
45
|
|
Depreciation and amortization
|
|
|
80
|
|
|
|
2
|
|
|
|
3,900
|
|
Other operating expenses
|
|
|
1,184
|
|
|
|
321
|
|
|
|
269
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
1,517
|
|
|
|
452
|
|
|
|
236
|
|
Income before income taxes
|
|
$
|
(202
|
)
|
|
$
|
152
|
|
|
|
(233
|
)%
|
|
|
|
March
31, 2008
|
|
|
March
31, 2007
|
|
|
|
|
|
Total Assets (at period end)
|
|
$
|
147,074
|
|
|
$
|
49,513
|
|
|
|
197
|
|
51
Brooke Savings Bank assets and liabilities have increased primarily as a result of the
purchase of a network of 42 Kansas-based banker agents who refer deposit and loan business to
Brooke Savings Bank.
Income
Before Income Taxes.
A loss was incurred primarily as the result of increase in deposits from
the purchase of Bank of the West deposits. Brooke Savings Banks cost of funds increased with
investment income increasing less due to the market conditions at the date of purchase. As a
result of acquiring significantly more deposits liabilities than loan assets from the Bank of the
West transaction, the banking segment is not expected to generate much, if any, earnings until the
loan portfolio is increased in accordance with its business plans.
Brokerage Segment
The following financial information relates to our Brokerage Segment and includes the
financial information of CJD & Associates, L.L.C., a wholly-owned subsidiary of Brooke Brokerage
(in thousands, except percentages).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
|
|
|
Three months
|
|
|
2008
|
|
|
|
Ended
|
|
|
Ended
|
|
|
% Increase
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
(decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
over 2007
|
|
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance commissions
|
|
$
|
695
|
|
|
$
|
728
|
|
|
|
(5
|
)%
|
Policy fee income
|
|
|
113
|
|
|
|
102
|
|
|
|
11
|
|
Interest income
|
|
|
2
|
|
|
|
10
|
|
|
|
(80
|
)
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
810
|
|
|
|
840
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Commission expense
|
|
|
263
|
|
|
|
277
|
|
|
|
(5
|
)
|
Payroll expense
|
|
|
420
|
|
|
|
509
|
|
|
|
(17
|
)
|
Depreciation and amortization
|
|
|
116
|
|
|
|
99
|
|
|
|
17
|
|
Other operating expenses
|
|
|
143
|
|
|
|
191
|
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
942
|
|
|
|
1,076
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
(132
|
)
|
|
|
(236
|
)
|
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
25
|
|
|
|
36
|
|
|
|
(31
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
(157
|
)
|
|
|
(272
|
)
|
|
|
42
|
%
|
|
|
|
March 31, 2008
|
|
|
March 31, 2007
|
|
|
|
|
|
Total assets (at period end)
|
|
$
|
11,999
|
|
|
$
|
16,495
|
|
|
|
(27
|
)%
|
Insurance.
Brooke Brokerage, through its wholly-owned subsidiary, CJD & Associates, L.L.C.,
conduct insurance brokerage activities at its Overland Park, Kansas and Omaha, Nebraska
underwriting offices under the Davidson-Babcock trade name. Insurance commission revenues and
policy fee revenues decreased during the three months ended March 31, 2008 primarily as the result
of the soft property and casualty insurance market, which is characterized by decreasing
insurance premiums and increasing competition from standard insurance carriers for hard-to-place
and niche property and casualty insurance policies.
Commission expense represented approximately 38% and 38%, respectively, of Brooke Brokerages
insurance commission revenue for the three month periods ended March 31, 2008 and 2007. Policy fee
income represented approximately 16% and 14%, respectively, of Brooke Brokerages insurance
commissions for the three month periods ended March 31, 2008 and 2007.
Net commission refund expense is our estimate of the amount of Brooke Brokerages share of
wholesale commission refunds due to policyholders resulting from future policy cancellations. On
March 31, 2008 and December 31, 2007, Brooke Brokerage recorded corresponding total commission
refund liabilities of $86,000 and $89,000, respectively.
52
Income Before Income Taxes.
Brooke Brokerages income before income taxes increased during in
2008 primarily as the result of reduction of operating expenses.
Insurance Segment
Brooke Franchise has merged into Brooke Capital and we expect all of the common stock of Delta
Plus to be contributed to Brooke Capital upon closing of an exchange agreement. Assuming this
transaction closes as planned; the companies discussed in this segment will include Brooke Capital
and its wholly-owned subsidiaries and will correspond to the following chart of Brooke Capitals
primary companies.
|
|
|
*
|
|
Our ownership of Brooke Capital is expected to increase to 82% as the result of the issuance
of 500,000 shares of stock pursuant to the exchange agreement.
|
The following financial information relates to our Insurance Segment and includes the
financial information of Brooke Capital and Delta Plus (in thousands, except percentages).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
|
|
|
Three months
|
|
|
2008
|
|
|
|
Ended
|
|
|
Ended
|
|
|
% Increase
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
(decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
over 2007
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance commissions
|
|
$
|
33,619
|
|
|
$
|
32,008
|
|
|
|
5
|
%
|
Consulting fees
|
|
|
253
|
|
|
|
314
|
|
|
|
(19
|
)
|
Gain on sale of businesses
|
|
|
(846
|
)
|
|
|
681
|
|
|
|
(224
|
)
|
Initial franchise fees for basic services
|
|
|
1,320
|
|
|
|
12,870
|
|
|
|
(90
|
)
|
Initial franchise fees for buyers
assistance plans
|
|
|
|
|
|
|
385
|
|
|
|
(100
|
)
|
Insurance premiums earned
|
|
|
3,735
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
515
|
|
|
|
77
|
|
|
|
569
|
|
Other income
|
|
|
5,980
|
|
|
|
640
|
|
|
|
834
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
44,576
|
|
|
|
46,975
|
|
|
|
(5
|
)
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
|
|
|
Three months
|
|
|
2008
|
|
|
|
Ended
|
|
|
Ended
|
|
|
% Increase
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
(decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
over 2007
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Commission expense
|
|
$
|
24,966
|
|
|
$
|
22,841
|
|
|
|
9
|
%
|
Payroll expense
|
|
|
6,974
|
|
|
|
5,561
|
|
|
|
25
|
|
Depreciation and amortization
|
|
|
933
|
|
|
|
15
|
|
|
|
6,120
|
|
Insurance loss and loss expense
|
|
|
679
|
|
|
|
|
|
|
|
|
|
Other operating expenses
|
|
|
14,189
|
|
|
|
13,491
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
47,741
|
|
|
|
41,908
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
(3,165
|
)
|
|
|
5,067
|
|
|
|
(162
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
1,000
|
|
|
|
553
|
|
|
|
81
|
|
Minority interest in subsidiary
|
|
|
(548
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
(3,617
|
)
|
|
$
|
4,514
|
|
|
|
(180
|
)%
|
|
|
|
March 31, 2008
|
|
|
March 31, 2007
|
|
|
|
|
|
Total assets (at period end)
|
|
$
|
135,234
|
|
|
$
|
75,862
|
|
|
|
78
|
%
|
Insurance Company Premium Revenues
Non-Standard Auto Insurance Company Premiums.
Non-standard auto insurance policy premiums are
currently generated entirely through Delta Plus insurance company subsidiary, Traders Insurance
Company. Insurance premiums revenues generated by Delta Plus for the three month periods ended
March 31, 2008 and 2007 totaled $2,633,000 and $0, respectively. The direct sale of non-standard
auto insurance policies by Delta Plus is not expected to disrupt Brooke Capitals relationship with
the third-party independent insurance companies that are critical to the success of its franchise
activities.
Life Insurance Company Premiums.
Life insurance policy premiums are currently generated
entirely through First Life America. Insurance premiums revenues generated by First Life America
for the three month periods ended March 31, 2008 and 2007 totaled $1,101,000 and $1,073,000,
respectively. The direct sale of life insurance policies by First Life America is not expected to
disrupt Brooke Capitals relationship with the third-party independent insurance companies that are
critical to the success of its franchise activities.
Capital Constraints on Expansion
Strategy. Continued difficulty in the general credit markets
has restricted capital available for previously planned expansion of insurance company operations.
We are currently exploring strategic alternatives, including potential sales of First Life, Delta
Plus and other insurance company operations in order to direct limited capital to our core
businesses.
Insurance Company Expenses
Non-Standard Auto Insurance Company Expenses.
Loss and loss adjustment expenses incurred by
Delta Plus for the three month periods ended March 31, 2008 and 2007 totaled $679,000 and $0,
respectively. General and administrative expenses incurred by Delta Plus for the three month
periods ended March 31, 2008 and 2007 totaled $1,590,000 and $0, respectively.
Life Insurance Company Expenses.
Death claim expenses incurred by First Life America for the
three month periods ended March 31, 2008 and 2007 totaled $321,000 and $314,000, respectively.
Policy reserve expense for the three month periods ended March 31, 2008 and 2007 totaled $295,000
and $330,000, respectively. Interest credited on annuities and premium deposits for the three month
periods ended March 31, 2008 and 2007 totaled $221,000 and $173,000, respectively. The increase is
primarily as the result of deposits received related to the increased number of policies in force.
54
Franchise Commission Revenues
Brooke Capital generates revenues primarily from sales
commissions on policies sold by its franchisees that are written, or issued, by third-party
insurance companies. Commission revenues typically represent a percentage of insurance premiums
paid by policyholders. Premium amounts and commission percentage rates are established by
independent insurance companies, so Brooke Capital has little or no control over the commission
amount
generated from the sale of a specific insurance policy written through a third-party insurance
company. Brooke Capital primarily relies on the recruitment of additional franchisees to increase
insurance commission revenues.
Retail insurance commissions have increased primarily as a result of Brooke Capitals
prior expansion of franchise operations. Brooke Capital also received commissions from the sale
of investment securities that are not directly related to insurance sales. However, these revenues
are not sufficient to be considered material and are, therefore, combined with insurance commission
revenues.
Collateral preservation income is composed of initial, ongoing and special fees paid by the
lender (Brooke Credit Corporation, d/b/a Aleritas Capital (Aleritas)) for providing services such
as underwriting, monitoring, rehabilitating, managing and liquidating insurance agencies. In
January 2008, Brooke Capital began charging Aleritas for significant collateral preservation expenses that had
previously been paid by us. For the three months ended March 31, 2008 and 2007, the special
collateral preservation fees were $4,373,000 and $0 respectively.
Commission expense increased because insurance commission revenues increased and franchisees
are typically paid a share of insurance commission revenue. Commission expense represented
approximately 74% and 71%, respectively, of insurance commission revenue for the three month
periods ended March 31, 2008 and 2007.
Brooke Capital sometimes retains an additional share of franchisees commissions as payment
for franchisee optional use of Brooke Capitals service centers. However, all such payments are
applied to service center expenses and not applied to commission
expense. As of March 31, 2008 and
December 31, 2007, Brooke Capital service centers totaled eight and ten, respectively. Because of
reduced new franchise growth and to reduce associated expenses, Brooke Capital initiated the
closing of several service centers in April 2008.
Profit sharing commissions, or Brooke Capitals share of insurance company profits paid by
insurance companies on policies written by franchisees, and other such performance compensation,
were $3,683,000 for the three months ended March 31, 2008, as compared to $4,212,000 for the three
months ended March 31, 2007. Profit sharing commissions represented approximately 11% and 13%,
respectively, of Brooke Capitals insurance commissions for the three month periods ended March 31,
2008 and 2007. Franchisees do not receive any share of Brooke Capitals profit sharing commissions
although Brooke Capital typically pays annual advertising expenses for the benefit of franchisees
in amounts no less than the amount of annual profit sharing received by Brooke Capital.
Net commission refund liability is our estimate of the amount of Brooke Capitals share of
retail commission refunds due to insurance companies resulting from future policy cancellations. As
of March 31, 2008 and December 31, 2007, Brooke Capital recorded corresponding total commission
refund liabilities of $429,000 and $481,000, respectively. Correspondingly, commission refund
expense decreased in 2008 to reflect this lower estimate.
Franchise Operating Expenses.
Payroll expense increased partially as the result of acquiring
Delta Plus Holdings in March 2007. Payroll expense also increased partially as the result of the
provision by Brooke Capital of additional collateral preservation assistance to franchisees coping
with financial stress resulting from less commission revenues from reduction of premium rates by
insurance companies.
Other operating expenses represented approximately 32% and 29%, respectively, of total
revenues for the three month periods ended March 31, 2008 and 2007. Other operating expenses
increased at a faster rate than total operating revenues primarily as the result of the provision
by Brooke Capital of additional collateral preservation assistance to franchisees coping with
financial stress resulting from less commission revenues from reduction of premium rates by
insurance companies.
Marketing allowances expense is incurred primarily for the purpose of providing collateral
preservation assistance. Marketing allowances made to franchisees increased $226,000, or 14%, to
$1,786,000 for the three months ended March 31, 2008 from $1,560,000 for the three months ends
March 31, 2007.
55
Company owned stores expense is incurred primarily for the purpose of providing collateral
preservation assistance. Operating expenses for company-owned stores increased $2,446,000, or 114%,
to $4,588,000 for the three months ended March 31, 2008 from $2,142,000 for the three months ends
March 31, 2007. Although operating expenses from company-owned stores represented a significant
part of the overall increase in other operating expenses, these expenses were mostly offset by
commission revenues generated by company-owned stores totaling $2,416,000 and $1,497,000,
respectively, for the three month periods ended March 31, 2008 and 2007, and fees associated with
collateral preservation activities, which are paid by the lender.
Advertising expenses decreased $509,000 to $1,916,000 for the three months ended March 31,
2008 from $2,425,000 for the three months ended March 31, 2007.
Expenses for write off of franchise balances decreased $2,782,000, or 91%, to $264,000 for the
three months ended March 31, 2008 from $3,046,000 for the three months ended March 31, 2007. Total
write off expenses were reduced in the first three months of 2008 primarily as the result of an
agreement with Brooke Corporation to guarantee franchise balances pursuant to the merger agreement.
The following table summarizes information relating to revenues and expenses associated with
insurance agent relationships primarily as defined in the franchise agreement. Variances in expenses may be attributable to improved
allocations of expenses among business units, which began in 2007 and continued in 2008.
Comparison of Net Commissions Breakdown to Corresponding Expenses Breakdown (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franchise
|
|
|
Expenses Incurred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalties Collected
|
|
|
for Operation of
|
|
|
Service Center Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
from Franchisees
|
|
|
Phillipsburg
|
|
|
Collected from
|
|
|
Expenses Incurred
|
|
|
Profit Sharing
|
|
|
Expenses Incurred
|
|
|
|
for Support
|
|
|
Support Services
|
|
|
Franchisees for
|
|
|
for Operation of
|
|
|
Commissions Collected
|
|
|
for Mass Media &
|
|
|
|
Services
|
|
|
Campus
|
|
|
Service Centers
|
|
|
Service Centers
|
|
|
from Insurance Cos
|
|
|
Logo Advertising
|
|
Three months ended March 31, 2008
|
|
$
|
2,200
|
|
|
$
|
2,987
|
|
|
$
|
621
|
|
|
$
|
1,660
|
|
|
$
|
3,683
|
|
|
$
|
1,916
|
|
Three months ended March 31, 2007
|
|
$
|
2,810
|
|
|
$
|
2,547
|
|
|
$
|
861
|
|
|
$
|
1,691
|
|
|
$
|
4,212
|
|
|
$
|
2,425
|
|
Initial Franchise Fees Revenue
Basic Services.
A certain level of basic services is initially provided to all franchisees,
whether they acquire an existing business and convert it into a Brooke franchise, start up a new
Brooke franchise location or acquire a company developed franchise location. These basic services
include services usually provided by other franchisors, including a business model, a license to
use registered trademarks, access to suppliers and a license for an Internet-based information
system. The amount of the initial franchise fees typically paid for basic services is currently
$165,000.
Revenues from initial franchise fees for basic services are recognized as soon as Brooke
Capital delivers the basic services to the new franchisee, such as access to Brooke Capitals
information and access to the Brooke Capitals brand name. Upon completion of this commitment,
Brooke Capital has no continuing obligation to the franchisee with regards to basic services.
We added only one new franchise location during the three months ended March 31, 2008,
compared to 90 new franchise locations during the three month periods ended March 31, 2007. The
rate of new franchise location growth has slowed primarily as the result of Brooke Capitals New
Era initiative beginning in the fourth quarter of 2007 to emphasize quality of franchisees over
quantity of franchisees.
56
The following table summarizes information relating to initial franchise fees for basic
services.
Summary of Initial Franchise Fees For Basic Services
and the Number of New Locations
(in thousands, except number of locations)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Start-up Related
|
|
|
|
|
|
|
Conversion Related
|
|
|
|
|
|
|
Company Developed
|
|
|
|
|
|
|
Total Initial
|
|
|
|
|
|
|
|
Initial Franchise Fees
|
|
|
|
|
|
|
Initial Franchise Fees
|
|
|
|
|
|
|
Initial Franchise Fees
|
|
|
|
|
|
|
Franchise Fees
|
|
|
|
|
|
|
|
for Basic Services
|
|
|
#
|
|
|
for Basic Services
|
|
|
#
|
|
|
for Basic Services
|
|
|
#
|
|
|
For Basic Services
|
|
|
#
|
|
|
|
(Locations)
|
|
|
Loc
|
|
|
(Locations)
|
|
|
Loc
|
|
|
(Locations)
|
|
|
Loc
|
|
|
(Locations)
|
|
|
Loc
|
|
|
Three months ended
March 31, 2008
|
|
$
|
0
|
|
|
|
0
|
|
|
$
|
1,320
|
|
|
|
1
|
|
|
$
|
0
|
|
|
|
0
|
|
|
$
|
1,320
|
|
|
|
1
|
|
Three months ended
March 31, 2007
|
|
|
6,765
|
|
|
|
41
|
|
|
|
4,620
|
|
|
|
42
|
|
|
|
1,485
|
|
|
|
7
|
|
|
|
12,870
|
|
|
|
90
|
|
Buyers Assistance Plan Services.
Buyer assistance plans provide assistance to franchisees for
the initial acquisition and conversion of businesses. These services include, for example,
compilation of an inspection report. The amount of the fee charged franchisees for these services
typically varies based on the level of assistance, which in turn is largely determined by the size
of the acquisition. We therefore typically base our fees for buyer assistance plans on the
estimated revenues of the acquired business. All initial franchise fees (for both basic services
and for buyer assistance plans) are paid to Brooke Capital when an acquisition closes. A
significant part of Brooke Capitals commission growth has come from such acquisitions of existing
businesses that are subsequently converted into Brooke franchises.
The total amount of initial fees paid by a franchisee is first allocated to basic services,
and if the franchise is of an acquired and converted business, the excess of such fees over the
amount allocated to basic services is allocated to buyer assistance plan services. The initial
franchisee fee for basic services tends to be uniform among franchisees, and the total initial
franchisee fees can be limited by competitive pressures. The decrease in initial franchise fees for
buyer assistance plans is primarily attributable to an increase in the amount charged for initial
franchise fees for basic services and the establishment of a cap, or maximum amount, on initial
franchise fees for buyer assistance plans that are charged for each acquisition.
Brooke Capital performs substantially all of the buyer assistance plan services before an
acquisition closes and, therefore, typically recognizes all of the initial franchise fee revenue
for buyer assistance plan services at the time of closing.
Buyer assistance plan services are not applicable to the purchase by franchisees of
company-developed or already-franchised businesses. In addition, buyer assistance plan services are
not typically provided to franchisees selling to other franchisees and are not provided to
franchisees purchasing businesses that were purchased by Brooke Capital in the preceding 24 months.
Businesses that were converted into Brooke franchises and received buyer assistance plan services
totaled 0 and 2, of new franchise locations for the three months ended March 31, 2008 and 2007,
respectively.
Seller and Borrower-Related Revenues.
Seller and borrower-related revenues typically are
generated when an insurance agency is acquired by Brooke Capital for sale to a franchisee or when
Brooke Capital assists an insurance business in securing a loan. Seller and borrower-related
revenues include consulting fees paid directly by sellers and borrowers, gains on sale of
businesses from deferred payments, gains on sale of businesses relating to company-owned stores,
and gains on sale of businesses relating to inventory. All seller and borrower-related revenues are
considered part of normal business operations and are classified on our income statement as
operating revenue. Seller and borrower-related revenues decreased $1,591,000, or 160%, to
$(596,000), for the three months ended March 31, 2008 from $995,000 for the three months ended
March 31, 2007. The significant decrease in seller and borrower-related revenues from 2007 to 2008
is primarily attributable to an decrease in borrower consulting fees generated.
57
Consulting
Fees.
Brooke Capital helps sellers prepare their insurance agency businesses for
sale by developing business profiles, tabulating revenues, sharing its document library and general
sale preparation. Brooke Capital also generates revenues from consulting with insurance agency
borrowers and assisting them in securing loans. The scope of consulting engagements is largely
determined by the size of the business being sold or the loan being originated. Consulting fees are
typically based on the transaction value, are contingent upon closing of the transaction, and are
paid at closing. Brooke Capital completes its consulting obligation at closing and is not required
to perform any additional tasks for sellers or borrowers. Therefore, with no continuing obligation
on the part of Brooke Capital, consulting fees paid directly by sellers or borrowers are
immediately recognized as income by Brooke Capital.
Gains on Sale of Businesses from Deferred Payments.
Our business includes the buying and
selling of insurance agencies and occasionally holding them in inventory. When purchasing an
agency, we typically defer a portion of the purchase price, at a low or zero interest rate, to
encourage the seller to assist in the transition of the agency to one of our franchisees. We carry
our liability to the seller at a discount to
the nominal amount we owe, to reflect the below-market interest rate. When we sell an acquired
business to a franchisee (typically on the same day it is acquired), we generally sell it for the
full nominal price (i.e. before the discount) paid to the seller. When the sale price of the
business exceeds the carrying value, the amount in excess of the carrying value is recognized as a
gain. Gains on sale resulting primarily from discounted interest rates decreased $676,000, or 99%,
to $5,000 for the three months ended March 31, 2008 from $681,000 for the three months ended March
31, 2007.
We regularly negotiate below-market interest rates on the deferred portion of the purchase
prices we pay sellers. We consider these below market interest rates to be a regular source of
income related to the buying and selling of businesses. Although we have a continuing obligation to
pay the deferred portion of the purchase price when due, we are not obligated to prepay the
deferred portion of the purchase price or to otherwise diminish the benefit of the below-market
interest rate upon which the reduced carrying value was based.
The calculation of the reduced carrying value, and the resulting gain on sale of businesses,
is made by calculating the net present value of scheduled future payments to sellers at a current
market interest rate. The following table provides information regarding the corresponding
calculations:
Calculation of Seller Discounts Based On Reduced Carrying Values
(in thousands, except percentages and number of days)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
Weighted
|
|
|
Weighted
|
|
|
Interest Rate Used
|
|
|
|
|
|
|
Reduced
|
|
|
Gain on Sale
|
|
|
|
Principal
|
|
|
Average
|
|
|
Average
|
|
|
for Net Present
|
|
|
Full Nominal
|
|
|
Carrying
|
|
|
from Deferred
|
|
|
|
Balance
|
|
|
Rate
|
|
|
Maturity
|
|
|
Value
|
|
|
Purchase Price
|
|
|
Value
|
|
|
Payments
|
|
Three months ended
March 31, 2008
|
|
$
|
60
|
|
|
|
7.75
|
%
|
|
395 days
|
|
|
9.75
|
%
|
|
$
|
65
|
|
|
$
|
60
|
|
|
$
|
5
|
|
Three months ended
March 31, 2007
|
|
|
5,878
|
|
|
|
9.75
|
%
|
|
458 days
|
|
|
9.75
|
%
|
|
|
10,384
|
|
|
|
9,703
|
|
|
|
681
|
|
Gains on Sale of BusinessesCompany-owned Stores
. If we expect to own and operate businesses
for more than one year, we consider these businesses to be company-owned stores and treat such
transactions under purchase accounting principles, including booking intangible assets and
recognizing the related amortization expense. By contrast, businesses purchased for resale to our
franchisees (usually within one year) are carried at cost as business inventory, without the
booking of intangible assets. There were no gains on sale resulting from the sale of company-owned
stores for the three-month period ended March 31, 2008 and 2007.
Gains on Sale of BusinessesInventoried Stores.
As noted above, acquired businesses are
typically sold on the same day as acquired for the same nominal price paid to the seller. However,
this is not always the case and businesses are occasionally held in inventory. As such, gains and
losses are recorded when an inventoried business is ultimately sold and carrying values of
inventoried businesses are adjusted to estimated market value when market value is less than cost.
Losses on sale resulting from the sale of inventoried stores were $851,000 and $0 for the three
months ended March 31, 2008 and 2007, respectively.
58
Franchise
Collateral Preservation (CPA) Expenses.
CPA activities are separated into two
general categories. The first category of CPA activities consists primarily of support services
provided by our Phillipsburg, Kansas campus personnel for all franchisees pursuant to a franchise
agreement and the corresponding recurring expenses are paid from recurring franchise fees collected
from franchisees and fees paid by lenders pursuant to collateral
preservation agreements (see above). The second category of CPA activities consists primarily of the extra
monitoring and consulting with borrowers provided by national and regional personnel pursuant to
collateral preservation agreements with lenders.
Contrary to prior years, beginning in 2008, we began invoicing the lender for rehabilitation,
liquidation and management expenses as provided for in the CPA agreement, and in the first quarter,
we have received $4,373,000 in current fees and expenses. In the future, if, the lender chooses to
reduce the
level of collateral preservation assistance requested, there will likely be less emphasis on
rehabilitating poorly performing franchisees and more emphasis on moving poorly performing
franchises out of the franchise system. CPA expenses include national/regional personnel expense,
marketing allowance expenses, facilities expenses and company stores expenses, net of any fees
received from the lender. CPA expenses, totaled $1,108,000 and $6,577,000, respectively, during the
three months ended March 31, 2008 and 2007.
Franchise
Recruitment Expenses.
Recruitment of new franchisees and borrowers is essential to
the continued growth of insurance commissions and loan originations. Recruitment also plays a
critical role in assisting lenders in the preservation of collateral after a loan is in default, in
that businesses on which the lender has foreclosed or exercised its private right of sale can be
sold to new franchisees who may be more capable or more willing to successfully operate an
insurance agency. Recruitment expenses totaled $623,000 and $922,000, respectively, for the three
month periods ended March 31, 2008 and 2007.
Income
Before Income Taxes.
We incurred losses before income taxes of $(3,617,000) for the three months ended March 31,
2008 as compared to income before taxes of $4,514,000 for the three months ended
March 31, 2007, a decrease of $8,131,000, or 180%. The decrease in income is primarily the result of a reduction in the amount of
initial franchise fee revenues and other associated consulting fees due to the continuing
restricted credit market environment, and, in part, to our New Era initiative beginning in the
fourth quarter of 2007, to emphasize quality of franchisees over quantity of franchisees.
Company-Owned
Stores.
Because our franchising philosophy is predicated on local ownership and
generating revenues from sales commissions paid to franchisees on the sale of insurance policies
issued by third-party insurance companies, an increasing percentage of inventoried, managed,
pending, franchisor-developed and franchisee-developed stores relative to franchisee-owned stores
is generally undesirable from a franchising perspective.
This discussion of company-owned stores is separated into five store types: (1) inventoried
stores; (2) franchisor-developed stores; (3) managed stores; (4) pending stores; and (5)
franchisee-developed stores.
Company-owned stores identified as
inventoried, franchisor-developed
or
auto insurance stores
are generally related to recruitment of new franchisees or the expansion of locations that is
essential to the continued growth of insurance commissions and premiums.
Inventoried stores
include
businesses purchased for resale to franchisees.
Franchisor-developed stores
include business
locations developed by us that have not been previously owned by a franchisee. Because the store
has been developed by us instead of purchased from third parties, all income and expenses
associated with development and operation of the store are recorded as income and expenses, but a
corresponding asset is not recorded on the balance sheet. Company-owned stores identified as
managed, pending or franchisee-developed
stores are generally related to assisting lenders in the
preservation of collateral.
Managed stores
are subject to agreements between franchisees and us for
management of the stores for purposes of lender collateral preservation, as the result of the
disability or death of the franchisee or under other circumstances.
Pending stores
include
businesses that franchisees have contracted to sell, but the transactions have not yet closed, and
we are managing the store to reduce the likelihood of asset
deterioration prior to closing. Managed
and pending stores are not recorded as an asset on our balance sheet. However, because we are
entitled by agreement to the income and are responsible for the expenses of the business (excluding
owners compensation) until the agreement terminates or ownership is transferred, income and
expenses of managed and pending stores are recorded to our income statement and are therefore
included in our discussion of company-owned stores.
Franchisee-developed stores
include franchise
businesses for which franchisees have paid part or all of the expenses associated with location
development during the business start up period, but for which the franchisee did not complete the
development process for various reasons including unwillingness to make the personal sacrifices
required when starting a business.
59
Inventoried
Stores.
The number of total businesses purchased into inventory during the three
months ended March 31, 2008 and 2007 was 2 and 7, respectively. At March 31, 2008 and December 31,
2007, respectively, Brooke Capital held 5 and 6 businesses in inventory with respective total
balances, at the lower of cost or market, of $5,655,000 and $9,413,000. Write down expense on inventoried
stores, resulting from a decrease in the market values of inventoried businesses, for the
three-month periods ended March 31, 2008 and 2007 totaled 0 and $300,000, respectively.
Revenues from the operation of inventoried stores for the three months ended March 31, 2008 and
2007 totaled $527,000 and $178,000, respectively. Expenses incurred in the operation of inventoried
stores for the three months ended March 31, 2008 and 2007 totaled $725,000 and $169,000,
respectively.
The number of businesses twice-purchased into inventory within twenty-four months is an
important indicator of Brooke Franchises success in recruiting qualified buyers. There were 0 and
1 businesses twice-purchased during the three months ended March 31, 2008 and 2007, respectively.
Some franchisees have experienced an adverse affect on profitability and cash flow from increased
loan interest rates on agency acquisition loans and lower commissions resulting from the effect of
decreased premium rates. Otherwise, we is not aware of any systemic adverse profitability or cash
flow trends being experienced by buyers of businesses from its inventory.
Managed
Stores.
At March 31, 2008 and December 31, 2007, the total number of businesses managed
under contract, but not owned, by us were 20 and 21, respectively. Revenues from the operation of
managed stores for the three months ended March 31, 2008 and 2007 totaled $1,547,000 and
$1,200,000, respectively. Operating expenses incurred by managed stores for the three months ended
March 31, 2008 and 2007 totaled $1,632,000 and $1,040,000, respectively. Additionally, owners
compensation expenses incurred by managed stores for the three months ended March 31, 2008 and 2007
totaled $967,000 and $632,000, respectively.
Pending
Stores.
At March 31, 2008 and December 31, 2007, the total number of businesses under
contract for sale and managed by us pending closing of a sale was 14 and 17, respectively. Revenues
from the operation of pending stores for the three months ended March 31, 2008 and 2007 totaled
$9,000 and $103,000, respectively. Operating expenses incurred by pending stores for the three
months ended March 31, 2008 and 2007 totaled $101,000 and $66,000, respectively. Additionally,
owners compensation expenses incurred by pending stores for the three months ended March 31, 2008
and 2007 totaled $31,000 and $115,000, respectively.
Franchisor-Developed
Stores.
At March 31, 2008 and December 31, 2007, the total number of
businesses owned and under development by Brooke Capital was 12 and 10, respectively. Revenues
from developed stores for the three months ended March 31, 2008 and 2007 totaled $0 and $16,000,
respectively. Operating expenses incurred by developed stores for the three months ended March 31,
2008 and 2007 totaled $95,000 and $120,000, respectively.
Franchisee-Developed
Stores.
At March 31, 2008 and December 31, 2007, the total number of
start up business locations for which the development process was interrupted was 157 and 119,
respectively. Revenues from franchisee-developed stores for the three months ended March 31, 2008
and 2007 totaled $333,000 and $0, respectively. Operating expenses incurred by franchisee-developed
stores for the three months ended March 31, 2008 and 2007 totaled $618,000 and $0 respectively.
Additionally, owners compensation expense incurred by franchisee-developed stores for the three
months ended March 31, 2008 and 2007 totaled $419,000 and $0, respectively.
60
We have improved our process for recruiting and identifying insurance agents whom we believe
have the personal attributes required to be successful at starting an insurance agency business,
and the length of the start up period is now about 8 months. The start up period is the length of
time typically allowed for franchisees to demonstrate their ability to generate sufficient
commission revenues to qualify for an insurance agency business loan based on historical revenues.
As a result of reducing the length of the start up period, the number of franchisees for which
start up periods are expiring in any given month has approximately doubled. For example, start up
periods expire in the same month for franchisees that began an 18 month start up period in April
2006 and for franchisees that began an 8 month start up period in February 2007. It is our
experience that start up success rates, (the percentage of franchisees that generate sufficient
commission revenues during the start up period to qualify for an insurance agency business loan
based on historical revenues) is approximately 50%. Correspondingly, about 50% of all start up
franchisees do not have the personal attributes required for success, but have developed a business
location which meets our demographic criteria and a location for which investments in advertising,
signage and other marketing activities have been made by the franchisee and us. As such, these
franchisee-developed locations typically represent good opportunities for other start up
franchisees. The number of franchisee-developed stores has increased temporarily because more start
up periods are expiring during any given month as the result of decreasing the length of the start
up period.
Franchise
Relocations.
Sophisticated software has been purchased to assist us in the on-going
analysis of demographic data and location performance in order to improve its site selection
process. When location facilities are determined to be unsuitable based on neighborhood demographic
or local office characteristics (as opposed to when individual franchisees are unsuitable based on
personal attributes), then facilities are closed and relocated to more suitable locations. At March
31, 2008, we have scheduled 40 facilities to close and relocate.
Same
Store Sales.
Revenue generation, primarily commissions from insurance sales, is an
important factor in franchise financial performance and revenue generation is carefully analyzed by
Brooke Capital. Twenty-four months after initial conversion of an acquired business, Brooke Capital
considers a franchise seasoned and the comparison of current to prior year revenues a more
reliable indicator of franchise performance. Combined same store sales of seasoned converted
franchises and start up franchises for twelve months ended March 31, 2008 and 2007 decreased 3.50%
and 0.5%, respectively. The median annual revenue growth rates of seasoned converted franchises and
qualifying start up franchises for the twelve months ended March 31, 2008 and 2007 were 6.45% and
(0.4%). All same store calculations exclude profit sharing commissions. Same store calculations are
based entirely on commissions and fee revenue allocated by Brooke Capital to franchisees monthly
statements. Brooke Capital is unable to determine the impact, if any, on same store calculations
resulting from commissions and fee revenue that franchisees receive but do not process through
Brooke Capital as required by their franchise agreement.
Same store sales performance has been adversely affected by the soft property and casualty
insurance market, which is characterized by a flattening or decreasing of premiums by insurance
companies. Our franchisees predominately sell personal lines insurance with more than 50% of our
total commissions resulting from the sale of auto insurance policies and we believe that the
insurance market has been particularly soft with regards to premiums on personal lines insurance
policies. We are beginning to see indications that the market may be firming, which may have an
effect on same store sales performance in the future.
Franchise
Balances.
Brooke Capital categorizes the balances owed by franchisees as either
statement balances or non-statement balances. Statement balances are generally short-term and
non-statement balances are generally longer term. We believe the most accurate analysis of
franchise balances occurs immediately after settlement of franchisees monthly statements and
before any additional entries are recorded to their account. Therefore, the following discussion of
franchise balances is as of the settlement date that follows the corresponding commission month.
61
Statement
Balances.
We have historically assisted franchisees with short-term cash flow
assistance by advancing commissions and granting temporary extensions of due dates for franchise
statement balances owed by franchisees to us. Franchisees sometimes require short-term cash flow
assistance because of cyclical fluctuations in commission receipts. Short-term cash flow assistance
is also required when franchisees are required to pay us for insurance premiums due to insurance
companies prior to receipt of the corresponding premiums from policyholders. The difference in
these amounts has been identified as the uncollected accounts balance and this balance is
calculated by identifying all charges to franchise statements for net premiums due insurance
companies for which a corresponding deposit from policyholders into a premium trust account has not
been recorded. Despite commission fluctuations and uncollected accounts balances, we expect
franchisees to regularly pay their statement balances within a 30-day franchise statement cycle.
Any commission advance that remains unpaid after 120 days is placed on watch status. The
increase in watch statement balances is partially attributable to
financial stress resulting from less commission revenues due to reduction of premium rates by insurance
companies. In early April, 2008, we notified our franchisees that we will no longer provide
commission advances after August 15, 2008, because they are expensive to administer and collect.
Management believes that this change alone will not have an adverse effect on franchisees
businesses, since sufficient notice has been provided, which allows franchisees to build funds
internally or obtain outside credit.
The following table summarizes total statement balances, uncollected account balances and
watch statement balances (in thousands) as of March 2008 and
December 2007 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
March 31, 2008
|
|
|
December 31, 2007
|
|
Total Statement Balances
|
|
$
|
10,266
|
|
|
$
|
9,662
|
|
Uncollected Accounts* (Included in
Above Total Statement Balances)
|
|
$
|
4,720
|
|
|
$
|
3,688
|
|
Watch Statement Balances (Included in
Above Total Statement Balances)
|
|
$
|
10,473
|
|
|
$
|
9,077
|
|
Watch Statement Uncollected Accounts**
|
|
$
|
2,063
|
|
|
$
|
1,657
|
|
|
|
|
*
|
|
These amounts are limited to uncollected balances for franchisees with unpaid statement
balances as of March 2008 and December 2007.
|
|
**
|
|
These amounts are limited to uncollected balances for franchisees with watch statement
balances as of March 2008 and December 2007.
|
Non-statement
Balances.
Separate from short-term statement balances, Brooke Capital also
extends credit to franchisees for long-term producer development, including hiring and training new
franchise employees, and for other reasons not related to monthly fluctuations of revenues. These
longer term non-statement balances are not reflected in the short-term statement balances
referenced above and totaled $10,825,000 and $9,798,000, respectively, as of March 2008 and
December 2007. Management intends to limit significantly the availability of non-statement balance
funds.
Reserve
for Doubtful Accounts.
The balance of Brooke Capitals Reserve for Doubtful Accounts
was $1,200,000 and $1,114,000, respectively, on March 31, 2008 and December 31, 2007. The amount of
the Allowance for Doubtful Accounts was determined based on analysis of Brooke Capitals total
franchise balances, watch balances, write off experience and Brooke Capitals evaluation of the
potential for future losses. Franchise balances outstanding as of March 31, 2008, and December 31,
2007 totaled $21,091,000 and $19,460,000, respectively.
62
The following table summarizes the Allowance for Doubtful Accounts activity for March 31, 2008
and December 31, 2007 (in thousands). Additions to the allowance for doubtful accounts are charged
to expense. Write-offs in the table below are net of reimbursement
from Brooke Corporation pursuant to our guaranty of franchise
balances in connection with the merger.
Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
|
Write off
|
|
|
Write off
|
|
|
Balance at
|
|
|
|
beginning
|
|
|
Charges to
|
|
|
statement
|
|
|
non-statement
|
|
|
end of
|
|
|
|
of period
|
|
|
Expenses
|
|
|
balances
|
|
|
balances
|
|
|
period
|
|
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2007
|
|
$
|
1,466
|
|
|
$
|
4,276
|
|
|
$
|
961
|
|
|
$
|
3,667
|
|
|
$
|
1,114
|
|
Three months ended March
31, 2008
|
|
|
1,114
|
|
|
|
350
|
|
|
|
199
|
|
|
|
65
|
|
|
|
1,200
|
|
Lending Services Segment
Lending interest rates are typically set by Aleritas, although competitive forces are
important limiting factors when establishing rates. Aleritas funds its loan portfolio primarily
through the sale of loan participation interests to other lenders, the sale of loans to qualified
special-purpose entities in which the entities secure off-balance-sheet financing through the
issuance of asset-backed securities or bank debt and on-balance-sheet funding from cash and
short-term lines of credit.
The following discussions regarding loan balances, number of loans, number of obligors,
interest rates and seasoning periods exclude related party loans made to Brooke Corporation and
sister companies. As of March 31, 2008, loan balances in which Aleritas has retained interest
and/or servicing rights, totaled approximately $693,449,000 compared to $678,246,000 as of
December 31, 2007, a 2% increase. Of the loan balances as of March 31, 2008, $171,061,000 were
on-balance sheet and $522,388,000 were off-balance sheet, compared to $136,298,000 on-balance sheet
and $541,948,000 off-balance sheet as of December 31, 2007.
On-balance sheet loans consist of (1) those loans held in inventory on the balance sheet,
(2) those loans sold to participating lenders that do not qualify as true sales pursuant to the
criteria established by SFAS 140,
Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities
(SFAS 140), and (3) those loans sold to Aleritas warehouse
entities that are bankruptcy-remote special purpose entities. Off-balance sheet loans consist of
(1) those loans sold to participating lenders that qualify as true sales pursuant to the criteria
established by SFAS 140, (2) those loans sold to qualifying special purpose securitization
entities that qualify for a true sale pursuant to the criteria established by SFAS 140, and (3)
those loans sold, on a revolving basis, to a $150 million warehouse facility which qualify for true
sale treatment under SFAS 140.
As of March 31, 2008, loan balances were comprised of approximately $348,888,000 in loans made
to retail insurance agencies that are franchisees of Brooke Capital Corporation, approximately
$89,440,000 in loans made to retail insurance agencies that are not franchisees of Brooke Capital
Corporation, approximately $175,525,000 in loans made to managing general agencies, approximately
$75,006,000 in loans made to independent funeral homes. As of December 31, 2007, loan balances were
comprised of approximately $348,119,000 in loans made to retail insurance agencies that are
franchisees of Brooke Capital Corporation, approximately $85,638,000 in loans made to retail
insurance agencies that are not franchisees of Brooke Capital Corporation, approximately
$162,005,000 in loans made to managing general agencies, approximately $76,658,000 in loans made to
independent funeral homes and $5,826,000 in miscellaneous loans.
As of March 31, 2008, loan balances were comprised of 1,272 loans with 865 obligors, resulting
in an average balance per loan of approximately $545,000 and an average balance per obligor of
approximately $802,000. As of December 31, 2007, loan balances were comprised of 1,313 loans with
843 obligors, resulting in an average balance per loan of $517,000 and average balance per obligor
of $805,000.
A majority of Aleritas loans are variable rate loans and are based on the New York Prime rate
(Prime) as published in the Wall Street Journal. However, Aleritas has fixed rates on
approximately 2.8% of its portfolio. Typically the interest rate adjusts daily based on Prime;
however, approximately 1.4% of Aleritas portfolio as of March 31, 2008 adjusts annually based on
Prime and an immaterial amount of its loans adjust monthly based on Prime. As of March 31, 2008,
Aleritas variable loan portfolio had a
weighted average index rate of approximately 3.81% above Prime, compared to approximately
3.78% above Prime as of December 31, 2007.
63
As of March 31, 2008 and December 31, 2007, the weighted average seasoning period of the loans
in Aleritas portfolio was 17 months and 16 months, respectively. As of March 31, 2008, the
weighted average months to maturity or remaining term was 120 months, compared to 125 months as of
December 31, 2007.
Aleritas mitigates credit risk by retaining industry consultants and franchisors (Collateral
Preservation Providers) to provide certain collateral preservation services, including assistance
in the upfront analysis of a credit application, assistance with due diligence activities,
assistance in ongoing surveillance of a borrowers business and providing certain loss mitigation
activities associated with distressed loans. Loss mitigation activities typically include marketing
support, operational support, management services and liquidation services. For these collateral
preservation services, Aleritas shares a portion of the loan fee and interest income received on
loan balances over the life of the loans.
As loan balances increased during 2007 and 2008, Aleritas correspondingly increased the number
of Collateral Preservation Providers that it utilizes to help mitigate credit exposure and maintain
credit quality. During the three months ended March 31, 2008, Aleritas paid $5,655,000 in
collateral preservation fees to Collateral Preservation Providers, including Brooke Capital, Brooke
Brokerages subsidiary, CJD & Associates, L.L.C., Brooke Capital Advisors, Inc. (formerly First
Life Brokerage, Inc.), all affiliates, and Marsh Berry & Company, a non-affiliate, compared to
$1,033,000 paid for the three months ended March 31, 2007. In some cases, affiliates may contract
with third party companies to assist them in providing collateral preservation services.
In recent years, Aleritas results of operations have been significantly impacted by the
growth of its portfolio, the expansion of its loan funding sources, the development of a
securitization model, the development of an off-balance financing model and the expansion of its
lending programs. The following table shows income and expenses (in thousands, except percentages)
for the three months ended March 31, 2008 and 2007, and the percentage change from period to
period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
|
|
|
Three months
|
|
|
2008
|
|
|
|
Ended
|
|
|
Ended
|
|
|
% Increase
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
(decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
over 2007
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
14,550
|
|
|
$
|
14,390
|
|
|
|
1
|
%
|
Participating interest expense
|
|
|
(7,912
|
)
|
|
|
(7,634
|
)
|
|
|
4
|
|
Gain on sale of notes receivable
|
|
|
73
|
|
|
|
6,921
|
|
|
|
(99
|
)
|
Impairment loss
|
|
|
(11,763
|
)
|
|
|
|
|
|
|
|
|
Other income
|
|
|
147
|
|
|
|
168
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
(4,904
|
)
|
|
|
13,845
|
|
|
|
(135
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating interest expense
|
|
|
761
|
|
|
|
1,665
|
|
|
|
(54
|
)
|
Payroll expense
|
|
|
1,524
|
|
|
|
513
|
|
|
|
197
|
|
Depreciation and amortization
|
|
|
410
|
|
|
|
293
|
|
|
|
(40
|
)
|
Provision for loan losses
|
|
|
12,537
|
|
|
|
|
|
|
|
|
|
Other operating expenses
|
|
|
8,219
|
|
|
|
1,754
|
|
|
|
369
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
23,451
|
|
|
|
4,225
|
|
|
|
455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
(28,355
|
)
|
|
|
9,620
|
|
|
|
(395
|
)
|
Interest expense
|
|
|
1,572
|
|
|
|
1,670
|
|
|
|
(6
|
)
|
Loss on extinguishment of debt
|
|
|
8,210
|
|
|
|
|
|
|
|
|
|
Minority interest
|
|
|
(9,033
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
(29,104
|
)
|
|
|
7,950
|
|
|
|
(466
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
March 31, 2007
|
|
|
|
|
|
Total assets (at period end)
|
|
$
|
298,845
|
|
|
$
|
197,652
|
|
|
|
51
|
%
|
64
Interest
Income.
Aleritas typically sells most of the loans it originates to funding
institutions as loan participations and to qualifying special purpose entities in which the loans
are used to issue asset-backed securities and secure off balance sheet bank debt. Prior to either
type of sale transaction, Aleritas typically holds these loans on its balance sheet and earns
interest income during that time. After the loans are sold, Aleritas continues to earn interest
income from the retained residual assets in these off-balance sheet loans. For the three months
ended March 31, 2008 as compared to the comparable period in 2007, interest income increased 1%.
The increase in interest income is the direct result of corresponding increases in the loan
portfolio balances on which Aleritas earns interest.
Participating
Interest Expense.
A portion of the interest income that Aleritas receives on its
loans is paid out to the purchasers of its loans, such as participating lenders and qualifying
special purpose entities in which the loans are used to issue asset-backed securities and secure
off-balance sheet bank debt. Payments to these holders are accounted for as participating interest
expense, which is netted against interest income in the consolidated statements of operations. The
amount of participating interest expense increased primarily as a result of an increased amount of
loans sold to participating lenders and qualifying special purpose entities as compared to the
comparable period. Participation interest expense represented approximately 54% and 53%,
respectively, of Aleritas interest income for the three months ended March 31, 2008 and 2007.
Provision
for Credit Losses.
The balance of Aleritas loan loss
reserve was $14,101,000 and
$1,655,000 at March 31, 2008 and December 31, 2007, respectively. This reserve, intended to provide
for losses inherent in loans held on the balance sheet, was established because Aleritas now
retains loans on its balance sheet for up to twelve months, longer than the six to nine months it
has historically held loans. Also, as the portfolio seasons, Aleritas is experiencing increased
delinquencies. At March 31, 2008, approximately $24,113,000 in loan balances held on its balance
sheet were more than 60 days delinquent as compared to $13,301,000 in loan balances more than
60 days delinquent at December 31, 2007.
Gain
on Sales of Notes Receivable.
When the sale of a loan is classified as a true sale pursuant to
the criteria established by SFAS 140, gains or losses are recognized, loans are removed from the
balance sheet and residual assets, such as securities, interest-only strip receivables and
servicing assets, are recorded. For residual assets resulting from loan participations accounted
for as a true-sale, Aleritas typically records servicing assets and interest-only strip
receivables. For residuals assets resulting from loans sold to qualifying special purpose entities
accounted for as true sale, Aleritas typically records securities consisting primarily of three
types: interest-only strip receivables in the loans sold, retained over-collateralization
interests in loans sold and cash reserves. Revenues from gain on sales of notes receivable
decreased in 2008 ascompared to 2007 primarily because less notes receivable off-balance sheet were
sold during 2008. This largely resulted from the sale of loans in connection with the off-balance
sheet facility provided by Fifth Third Bank during March 2007.
Aleritas estimates the value of its interest-only strip receivables, servicing assets and the
interest-only strip receivables portion of securities balances by calculating the present value of
the expected future cash flows from the interest and servicing spread, reduced by its estimate of
credit losses and notes receivable prepayments. The interest and servicing spread is typically the
difference between the rate on the loans sold and the rate paid to participating lenders and the
rate paid to investors and lenders to qualifying special
purpose entities. Over time, as Aleritas receives cash from the payment of interest and
servicing income, it reduces the value of the residual assets by writing down the interest asset
and amortizing the servicing assets.
65
When the sale of a loan is not classified as a true sale pursuant to the criteria established
by SFAS 140, the sale is classified as a secured borrowing, no gain on sale is recognized, and the
note receivable and the corresponding payable under the participation agreement remain on the
balance sheet.
In a true sale, there are three components of the gain on sale of notes receivable: the gain
associated with the over collateralization benefit, the gain associated with the ongoing servicing
responsibilities, and the gain associated with the interest income received.
The first component of the gain on sale of notes receivable is the gain on sale recorded
associated with the over collateralization benefit based on a present value calculation of future
expected cash flows from the retained portion of loans sold, net of prepayment and credit loss
assumptions. Fluctuations in these gains, year-to-year, reflected the changing volume of loans sold
to QSPEs. In addition, the spread for loans sold to QSPEs decreased from 4.79% in 2007 to 3.51% in
2008.
The second component of the gain on sale of notes receivable is the gain on sale recorded
associated with the interest-only strip receivable benefit based on a present value calculation of
future expected cash flows of the interest spread on the underlying participation loans sold, net
of prepayment and credit loss assumptions. The spread associated with loan participations was
approximately 2.19% in 2007 and 2008. However, due to tightening of credit markets, higher rates
relative to the benchmark were required to be paid to the participating lenders. The spread
percentages above exclude the spread associated with related party loans sold.
The third component of the gain on sale of notes receivable is the gain associated with the
ongoing servicing responsibilities. When loan participation is accounted for as a true sale,
servicing responsibilities are retained for which Aleritas typically receives annual servicing fees
ranging from 0.25% to 1.375% of the outstanding balance. A gain or loss is recognized immediately
upon the sale of a loan participation based on whether the annual servicing fees are greater or
less than the cost of servicing, which is estimated at 0.25% of the outstanding loan balance. The
gain or loss associated with loan servicing is determined based on a present value calculation of
future cash flows from servicing the underlying loans, net of servicing expenses and prepayment
assumptions. The decrease in net gains from loan servicing benefits for 2008 was primarily the
result of less loans sold as true sale loan participations.
When Aleritas sells loans to participating lenders that qualify as true sales under SFAS 140,
a gain on sale is recognized when the note receivables are sold. When Aleritas sells notes
receivable to participating lenders, it typically retains interest and servicing rights. The
component of the gain on sale of notes receivable to participating lenders is the gain on sale
Aleritas records associated with the interest-only strip receivable and servicing assets, net of
direct expenses, as described below. Unlike loans sold to qualifying special-purpose entities,
Aleritas is the primary servicer of loans sold to participating lenders and as such servicing
assets and liabilities are recorded.
When Aleritas sells loans to qualifying special-purpose entities that qualify as true-sales
under SFAS 140, a gain on sale is recognized when the note receivables are sold. When Aleritas
sells note receivables to qualifying special-purpose entities, it typically retains interest
rights. The component of the
gain on sale of notes receivable to qualifying special-purpose entities is the gain on sale
recorded associated with the interest-only strip receivable and retained interest benefit, net of
direct expenses. Unlike participation sales, in loans sold to qualifying special-purpose entities
an unaffiliated third-party is the servicer and Aleritas is a secondary or sub-servicer. As such,
no servicing asset or liability is recorded.
66
When Aleritas sells its loans to special-purpose entities in connection with securitizations,
the net proceeds have historically approximated 75% to 85% of the loan balances sold to the
special-purpose entity. Unlike participation sales, in securitizations an unaffiliated third-party
is the servicer and Aleritas is a secondary or sub-servicer. No servicing asset or liability is
recorded. The remaining amount is the retained interest (the over collateralization that is
provided to enhance the credit of the asset-backed securities) or the interest-only strip
receivable. The initial amount of this retained interest has historically ranged from approximately
15% to 25%, with the calculation varying depending on such factors as the type of loans being
securitized (e.g. retail insurance agencyfranchise, retail insurance agencynon franchise, funeral
home), the relative size of principal balances of individual loans, state concentrations, borrower
concentrations and portfolio seasoning. For example, in Aleritas securitization that closed in
July of 2006, loans with balances totaling $65,433,000 were sold to a qualifying special-purpose
entity. Net proceeds of $52,346,000 were received by Aleritas (see footnote 2 to our consolidated
financial statements for the net proceeds associated with Aleritas other securitizations). With
respect to loans sold as participations, the net proceeds received are generally 100% of the
principal balance of the loans sold. In the event that Aleritas chooses to sell less than an entire
loan to a participating lender, the net proceeds are generally 100% of the principal balance
associated with the portion of the loan sold. Although when loans are sold pursuant to a true sale
they are removed from the balance sheet, the fair value of the interest only strip receivable
retained, the fair value of the difference between loans sold and securities issued to an investor
(in the case of a securitization) and the fair value of cash reserves are recorded as the cash
value of the reserve account.
Gains (losses) from servicing and interest benefits are typically non-cash gains (losses), as
Aleritas receives cash equal to the carrying value of the loans sold. A corresponding adjustment
has been made on the Statement of Cash Flows to reconcile net income to net cash flows from
operating activities. Gain-on-sale accounting requires Aleritas to make assumptions regarding
prepayment speeds and credit losses for loans sold which qualify as true sales pursuant to the
criteria established by SFAS 140. The performances of these loans are monitored, and adjustments to
these assumptions will be made if necessary. Underlying assumptions used in the initial
determination of future cash flows on the participation loans and loans sold to qualifying special
purpose entities accounted for as sales include the following:
|
|
|
|
|
|
|
Business Loans
|
|
|
|
(Fixed & Adjustable-Rate Stratum)
|
|
Prepayment speed*
|
|
|
12.00
|
%
|
Weighted average life (months)
|
|
|
143
|
|
Expected credit losses*
|
|
|
0.50
|
%
|
Discount Rate*
|
|
|
11.00
|
%
|
During the fourth quarter of 2005, the discount rate assumption was changed from 8.50% to
11.00%. Several factors were considered when determining the discount rate. As a starting point for
analyzing this assumption, a range of the risk-free rate was used to determine a base discount
rate. This base discount rate was then adjusted for various risk characteristics associated with
the sold loans.
During the fourth quarter of 2007, the prepayment speed assumption was changed from 10.00% to
12.00%.
The most significant impact from loans sold has been the removal of loans from Aleritas
balance sheet. As of March 31, 2008 and December 31, 2007, the balances of those off-balance sheet
assets totaled $522,388,000, or 75% of its portfolio, and $541,948,000, or 80% of its portfolio,
respectively. These amounts exclude sales of related party loans of $11,300,000 as of March 31,
2008 and $14,572,000 as of
December 31, 2007. The decreased level of off-balance sheet
assets is primarily the result of more loans funded through
on-balance sheet lines of credit.
67
Loan
Servicing Assets and Liabilities.
When Aleritas recognizes non-cash gains for the
servicing benefits of loan participation sales, it books that amount as a loan servicing asset on
its balance sheet. This amount is equal to Aleritas estimate of the present value of future cash
flows resulting from the servicing spread. Aleritas recognizes such assets only when the income
allocated to its servicing responsibilities exceeds its cost of servicing, which Aleritas typically
estimates at 0.25% of the loan value being serviced. Components of the servicing asset as of March
31, 2008 were as follows (in thousands):
|
|
|
|
|
Estimated cash flows from loan servicing fees
|
|
$
|
11,131
|
|
Less:
|
|
|
|
|
Servicing Expense
|
|
|
(2,030
|
)
|
Discount to present value
|
|
|
(3,374
|
)
|
|
|
|
|
Carrying Value of Retained Servicing Interest in Loan Participations
|
|
$
|
5,727
|
|
In connection with the recognition of non-cash losses for the servicing liabilities of loan
participation sales, the present value of future cash flows was recorded as a servicing liability.
Components of the servicing liability as of March 31, 2008 were as follows (in thousands):
|
|
|
|
|
Estimated cash flows from loan servicing fees
|
|
$
|
|
|
Less:
|
|
|
|
|
Servicing expense
|
|
|
49
|
|
Discount to present value
|
|
|
(35
|
)
|
|
|
|
|
Carrying Value of Retained Servicing Liability in Loan Participations
|
|
$
|
14
|
|
Loan
Participations-Interest-Only Strip Receivable Asset.
To the extent that the difference
between the rate paid by Aleritas to participating lenders and the rate received from its borrowers
exceeds the maximum of 1.375% allocated to the servicing benefit, Aleritas recognizes a non-cash
asset, called an Interest-only strip receivable asset, on its balance sheet. This amount is equal
to Aleritas estimate of the present value of expected future cash flows resulting from this
interest spread, net of credit loss (to the extent loans are sold to participating lenders with
recourse to the Company) and prepayment assumptions. Components of the interest receivable asset as
of March 31, 2008 were as follows (in thousands):
|
|
|
|
|
Estimated cash flows from interest income
|
|
$
|
11,163
|
|
Less:
|
|
|
|
|
Estimated credit losses
|
|
|
|
|
Discount to present value
|
|
|
(3,343
|
)
|
|
|
|
|
Carrying Value of Retained Interest in Loan Participations
|
|
$
|
7,820
|
|
Loans
Sold to Qualifying Special Purpose Entities Interest-Only
Strip Receivable Asset.
The
terms of Aleritas securitizations and off-balance sheet bank debt require the
over-collateralization of the pool of loan assets that back the securities issued to investors and
off-balance sheet debt secured. Aleritas retains ownership of the over-collateralization interests
in loans sold, which is included in its securities balances, and has historically borrowed money
from commercial banks to fund this investment. The fair value of the over-collateralization
interest in the loans sold to qualifying special purpose entities that have issued asset-backed
securities has been estimated at the par value of the underlying loans less the asset-backed
securities sold. The fair value of the over-collateralization interest in the loans sold to
qualifying special purpose entities that have secured bank debt, is based on the present value of
future expected cash flows using managements best estimates of key assumptions, credit losses
(0.50% annually), prepayment speed (12.00% annually) and discount rates (11.00%) commensurate with
the risks involved. The fair value of the cash reserves has been estimated at the cash value of
the reserve account.
Additionally, Aleritas recognizes a non-cash gain from subordinate interest spread in the
loans sold, in which Aleritas recognizes an interest-only strip receivable included within its
securities balances. The amount of gain or loss recorded on the sale of notes receivable to
qualifying special purpose entities depends in part on the previous carrying amount of the
financial assets involved in the transfer, allocated between the assets sold and the assets
retained based on their relative fair value at the date of transfer. To initially obtain fair value
of retained interest-only strip receivable resulting from the sale of notes receivable to
qualifying special purpose entities, quoted market prices are used, if available. However, quotes
are generally not available for such retained residual assets. Therefore, the Company typically
estimates fair value for these assets. The fair value of the interest-only strip receivables
retained is based on the present value of future expected cash flows using managements best
estimates of key assumptions, credit losses (0.50% annually), prepayment speed (12.00% annually)
and discount rates (11.00%) commensurate with the risks involved.
68
Although the Company does not provide recourse on the transferred notes and is not obligated
to repay amounts due to investors and creditors of the qualifying special purpose entities, its
retained interest assets are subject to loss, in part or in full, in the event credit losses exceed
initial and ongoing management assumptions used in the fair market value calculation. Additionally,
a partial loss of retained assets could occur in the event actual prepayments exceed managements
initial and ongoing assumptions used in the fair market calculation.
The carrying values of securities, resulting from loan sale activities to qualifying special
purpose entities were $84,476,000 and $87,763,000 at March 31, 2008 and December 31, 2007,
respectively. As of March 31, 2008, these securities were comprised of $24,225,000 in
interest-only strip receivables, $59,401,000 in retained over-collateralization interests in loans
sold and $850,000 in cash reserves. As of December 31, 2007, these securities were comprised of
$28,144,000 in interest-only strip receivables, $58,769,000 in retained over-collateralization
interests in loans sold and $850,000 in cash reserves. The value of the Companys securities
balances is subject to credit and prepayment risks on the transferred financial assets.
Components of the interest-only strip receivable portion of securities as of March 31, 2008
were as follows (in thousands):
|
|
|
|
|
Estimated cash flows from interest income
|
|
$
|
39,557
|
|
Less:
|
|
|
|
|
Estimated credit losses
|
|
|
(4,887
|
)
|
Discount to present value
|
|
|
(10,445
|
)
|
|
|
|
|
Carrying Value of Interest Receivable Portion of Securities
|
|
$
|
24,225
|
|
Other
Operating Interest Expense.
For the three months ended March 31, 2008, operating interest
expense decreased primarily as a result of fewer loans being held on its balance sheet as compared
to the comparable period in 2007. The reduction of loans held on balance sheet during the first
quarter of 2008 as compared to the same period in 2007 was primarily the result of utilization of
the off-balance sheet facility from Fifth Third Bank which closed in March 2007.
Compensation
Expense.
The increase in compensation expense for the three months ended March 31,
2008, was primarily due to restricted stock grants of $620,000 that were granted prior to the
merger with Oakmont. Other wages increased compared to the comparable prior period as additional
staff was added to accommodate portfolio growth. Compensation expense is expected to be lower in
future periods due to staff reductions subsequent to the end of the first quarter.
Collateral
Preservation Expense.
Collateral preservation expense includes up-front, ongoing and
special fees paid to collateral preservation providers to provide sourcing and underwriting
assistance and ongoing loan monitoring and loss mitigation services. This expense increased for the
three months ended March 31, 2008, due to the growth in loan originations and the size of the loan
portfolio. In addition to the standard upfront and ongoing collateral preservation fees, special
fees were paid for specialized services such as services provided in connection with the management
and liquidation of collateral, provided on certain loans in the first quarter of 2008 that
increased the expense by $4,577,000. No special fees were incurred during the comparable period in
2007 for specialized services. These specialized services resulted from an increase in the
companys loan delinquencies and an increase in distressed businesses resulting primarily from
difficult market conditions, such as the softening insurance market
place. In addition, Brooke
Capital, a collateral preservation provider for franchise loans, has asked Aleritas to pay certain
additional fees and expenses associated with these liquidation services that Brooke Capital had
previously paid. These fees and expenses led to significantly higher collateral preservation
expenses in the first quarter of 2008 and will likely lead to significantly higher collateral
preservation expenses in the next couple of quarters. The higher collateral preservation expense in
the future may be partially mitigated by a plan to liquidate these underperforming
agencies as soon as reasonably possible. Also, as Aleritas increases its utilization of non-Brooke
Capital collateral preservation providers, it will likely have to pay more for these services.
69
Other
General and Administrative Expenses.
The increase in these expenses for the three months
ended March 31, 2008, was primarily due to higher legal and advertising expenses and lower loan
fees earned that offset operating expenses. Early in the quarter, advertising had been increased
significantly from prior periods to increase loan originations. As the credit crunch intensified
during the quarter, Aleritas slowed loan originations and significantly reduced ongoing
advertising.
Extinguishment
of Debt.
On March 7, 2008 Aleritas repurchased certain notes from Falcon Mezzanine
Partners II, LP, FMP II Co-Investment, LLC, and JZ Equity Partners PLC (Purchasers) pursuant to a
repurchase agreement filed on Form 8-K, as amended by Form 8-KA, on February 14 and 15, 2008, The
senior notes that were repurchased carried a coupon interest rate of 12%. The debt extinguishment
resulted in a first quarter 2008 pre-tax charge of $8.2 million, which is comprised of $1.7 million
associated with a cash prepayment premium, $4.1 million associated with the non-cash realization of
deferred financing costs associated with the refinanced debt, and $2.4 million associated with the
non-cash discount recorded due to the warrants issued in connection with the refinanced debt.
Interest
Expense.
Interest expense decreased due to the refinancing of the private placement debt
offering in the first quarter of 2008 with lower cost debt.
Income
Tax Expense.
Income tax expenses, effective tax rates and tax liabilities are detailed below.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
(in thousands)
|
|
2008
|
|
|
2007
|
|
Income tax expense (benefit)
|
|
$
|
(14,492
|
)
|
|
$
|
3,021
|
|
Effective tax rate
|
|
|
38
|
%
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
Current income tax liabilities
|
|
$
|
|
|
|
$
|
2,549
|
|
Deferred income tax liabilities (asset), net
|
|
|
(830
|
)
|
|
|
10,910
|
|
Aleritas
historically filed a consolidated federal income tax return
with the Company.
Effective with the Oakmont merger on July 18, 2007, Aleritas began filing separate tax returns
which caused the effective tax rate to increase. Amounts that are deferred for tax purposes are
deferred on Aleritas balance sheet as deferred income tax payables. In addition, Aleritas records
amounts due to taxing authorities in future years for those amounts
previously paid to the Company; a corresponding receivable from the Company is recorded. As a result, a
significant deferred tax liability was recorded during 2006 for these amounts.
70
Loan Quality
Credit losses incurred on the loan portfolio follow:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Credit losses on all loans
|
|
$
|
12,537
|
|
|
$
|
671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Credit Losses:
|
|
|
|
|
|
|
|
|
Retail insurance agencies franchise
|
|
$
|
1,504
|
|
|
$
|
|
|
non-franchise
|
|
|
|
|
|
|
|
|
Managing general agencies
|
|
|
|
|
|
|
|
|
Funeral homes
|
|
|
|
|
|
|
|
|
Related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total credit losses
|
|
$
|
1,504
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Loss Analysis:
|
|
|
|
|
|
|
|
|
On-balance sheet loans:
|
|
|
|
|
|
|
|
|
Loans charged off, net of recoveries
|
|
$
|
91
|
|
|
$
|
3
|
|
Increase in the loan loss reserve
|
|
|
12,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total credit losses on-balance sheet loans
|
|
$
|
12,628
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
Annualized percent of on-balance sheet loans
|
|
|
29.5
|
%
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
Off-balance sheet loans:
|
|
|
|
|
|
|
|
|
Credit losses incurred warehouse facility*
|
|
$
|
|
|
|
$
|
|
|
participations
|
|
|
318
|
|
|
|
|
|
securitizations
|
|
|
1,096
|
|
|
|
668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total credit losses off-balance sheet loans
|
|
$
|
1,414
|
|
|
$
|
668
|
|
|
|
|
|
|
|
|
Annualized percent of off-balance sheet loans
|
|
|
1.1
|
%
|
|
|
0.6
|
%
|
|
|
|
*
|
|
Net credit losses for loans in the off-balance sheet warehouse
facility are accounted for through the valuation of the retained
securities rather than charged to credit loss expense.
|
Credit losses incurred increased in 2007 compared to the prior years due to an increase in the
size of the loan portfolio and greater seasoning of the loans in the portfolio. Additionally,
Aleritas is beginning to experience the impact of Brooke Capitals plan to reduce its expenses
associated with franchisee commission advances and other financial support as well as
rehabilitating poorly performing franchisees, resulting in credit losses on some of these agencies.
71
Loan balances delinquent 60 days or more are detailed below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Amount
|
|
|
Percent of Loans
|
|
|
Amount
|
|
|
Percent of Loans
|
|
On-balance sheet loans
|
|
$
|
24,113
|
|
|
|
|
|
|
$
|
13,301
|
|
|
|
|
|
Off-balance sheet loans warehouse facility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
participations
|
|
|
13,673
|
|
|
|
|
|
|
|
7,343
|
|
|
|
|
|
securitizations
|
|
|
1,852
|
|
|
|
|
|
|
|
1,898
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loan balances delinquent 60 days or more
|
|
$
|
39,638
|
|
|
|
5.7
|
%
|
|
$
|
22,542
|
|
|
|
3.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of delinquent loans associated with:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail agency loans franchise
|
|
|
|
|
|
|
77
|
%
|
|
|
|
|
|
|
91
|
%
|
non-franchise
|
|
|
|
|
|
|
0
|
%
|
|
|
|
|
|
|
0
|
%
|
Independent funeral home owners
|
|
|
|
|
|
|
13
|
%
|
|
|
|
|
|
|
9
|
%
|
Managing general agencies
|
|
|
|
|
|
|
0
|
%
|
|
|
|
|
|
|
0
|
%
|
Other
|
|
|
|
|
|
|
10
|
%
|
|
|
|
|
|
|
0
|
%
|
Delinquent loans to related entities
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Loans to start-up franchisees of Brooke Capital mostly represent franchisees that did not meet
the required commission threshold in order to quality for a longer amortizing franchise loan.
Delinquencies associated with these start-up franchisee loans represented 68% of the total loan
balances delinquent 60 days or more. The increase in delinquencies associated with these loans from
$16,993,000 at December 31, 2007, to $26,990,000 at March 31, 2008, was primarily attributable to
the significant increase in start-up loans that reached loan maturity thus far in 2008 as compared
to prior periods. As a result of this significant increase in start-up franchise loan
delinquencies, Aleritas has restricted the funding of start-up franchise loans associated with non
peer-to-peer financing transactions until these delinquencies are significantly reduced or
eliminated.
Aleritas
believes one important factor regarding credit quality for Aleritas, its
participating lenders and investors, results from the cash management feature imposed by Aleritas
on retail borrowers representing 63% and 64% of on and off-balance sheet loans at March 31, 2008,
and December 31, 2007, respectively, excluding related party loans. Under this cash management
feature, debt servicing associated with these loans are typically submitted directly by the
insurance companies or deducted from commissions received by Brooke Capital prior to payment of
commissions to the borrower and most other creditors. Aleritas believes that credit problems
associated with retail agency loans are more likely to be identified when the Company monitors
borrower revenues on a monthly or quarterly basis rather than by monitoring Aleritas loan
delinquencies.
Aleritas believes another important factor regarding credit quality for Aleritas, its
participating lender and purchasers of its loans, is utilization of Collateral Preservation
Providers to perform collateral preservation services. These services assist the lender in
monitoring borrower performance, advising borrowers and otherwise assisting Aleritas in the
preservation of collateral and improvement of borrower financial performance.
The level of credit losses and payment delinquencies increased during 2007 and 2008. Aleritas
believes that these increases were primarily attributable to increased strain placed on its
borrowers resulting from conditions in which Aleritas had little or no control, such as increasing
interest rates and a softening premium insurance market. Many of its borrowers are primarily
engaged in insurance agency and brokerage activities and derive revenues from commissions paid by
insurance companies, which commissions are based in large part on the amount of premiums paid by
their customers to such insurance companies. Premium rates are determined by insurers based on a
fluctuating market. Historically, property and casualty insurance premiums have been cyclical in
nature, characterized by periods of severe price competition and excess underwriting capacity, or
soft markets, which generally have an adverse effect upon the amount of commissions earned by
insurance agency borrowers, followed by periods of high premium rates and shortages of underwriting
capacity, or hard markets. The current insurance market generally may be characterized as soft,
with a flattening or decreasing of premiums in most lines of insurance. Aleritas expects
increased levels of payment delinquencies and credit loss for Aleritas, and purchasers of its
loans, as the full impact of these market conditions are felt by its borrowers.
72
As a result of the challenging insurance market and increasing interest rate environment of
the last several years, collateral preservation providers have provided increased levels of
collateral preservation and loss mitigation support. If conditions persist, Collateral Preservation
Providers have demanded increased collateral preservation fees in exchange for providing additional
collateral preservation support or rehabilitative services during these challenging market
conditions, which has significantly increased the Companys level of collateral preservation
expense.. Furthermore, Brooke Capital has informed Aleritas that it intends to charge Aleritas for
certain rehabilitation, management and liquidation services, in excess of sharing in loan fees and
interest income.
Brooke Capital recently communicated to Aleritas its intent to significantly reduce its
financial support of certain franchisees and rehabilitation services to certain underperforming
franchisees. Based on this planed action and a liquidation valuation analysis provided by Brooke
Capital, the loan loss reserve for on-balance sheet loans was increased by $12,537,000 to
14,101,000 at March 31, 2008. This increase reflects the expected loan losses from the liquidation
of several agencies as well as potential losses on other loan in the portfolio.
Furthermore, Brooke Capital has reduced and, in some cases, eliminated short-term cash flow
assistance to its franchisees and has ceased granting temporary extensions of due dates for some
franchise statement balances owed by franchisees to Brooke Capital. It has been a common past
practice of Brooke Capital to provide short-term cash flow assistance to its franchisees and
extensions of due dates for franchisees. These commission advances are sometimes required for
short-term cash flow assistance of cyclical fluctuations in commission receipts and in some cases
to assist with cash flow during the development of an agency business. The Company expects this
action by Brooke Capital to have a negative impact on certain franchises and thus on Aleritas
franchise loan portfolio and is closely monitoring this situation and its loan loss reserve.
Additionally, Aleritas may be required to extend an increased number of working capital loans to
its franchise borrowers, which could increase its exposure associated with this loan program.
Generally speaking, working capital loans are subordinate in nature and may be harder to recover.
Aleritas relies on the recruitment activities of Brooke Capital for the resale of franchise
businesses, including start-up franchise businesses with little or no business revenues. Over the
past three to six months, the Company believes Brooke Capital has experienced difficulty in its
recruitment activities which has resulted in an increase in delinquent franchise loans and agencies
under management by Brooke Capital. Declining recruitment activities on the part of Brooke Capital
is expected to have a negative impact on its franchise portfolio and Aleritas is closely monitoring
this situation and the impact it may have on its loan loss reserve.
During the latter part of 2007 and into 2008, Aleritas began to restrict capital associated
with franchise lending. Because Brooke Capitals revenues and earnings are largely dependent on
franchise location growth, which requires capital by lenders, such capital restriction may impact
the financial condition of Brooke Capital which could have an adverse effect on Aleritas loan
portfolio.
Although the Company does not provide recourse on the transferred notes and is not obligated
to repay amounts due to investors and creditors of the QSPEs, its retained assets are subject to
loss, in part of in full, in the event credit losses exceed initial and ongoing management
assumptions used in the fair market value calculation. Additionally, a partial loss of retained
assets could occur in the event actual prepayments exceed calculation. Following a write down of
the value and the securities balance by $5,517,000 in the fourth quarter of 2007, the Company
further wrote down its securities balance by $11,763,000 in the first quarter of 2008 to reflect
the expected losses associated with the liquidation of several underlying franchise agencies. This
reduces the securities balance in addition to the 0.50% credit loss assumption used to calculate
expected credit losses associated with the retain interest which reduced Aleritas expected
retained interest associated with these loans by $4,487,000 and $5,296,000 as of March 31, 2008,
and December 31, 2007, to allow for credit losses, which also reduced the amount of gain on sale
revenue recognized at the time of each loan sale and resulted in a reduction of the carrying value
of the corresponding asset on Aleritas balance sheet.
73
Perhaps a greater risk to Aleritas is the indirect exposure to credit losses that may be
incurred by participating lenders and investors and lenders that provide funding to the Companys
QSPEs. In those cases in which Aleritas does not bear direct exposure to credit loss, if losses by
participating lenders and investors and lenders that provide funding to its QSPEs reach
unacceptable levels, then Aleritas may not be able to sell or fund loans in the future. The
Companys business model requires access to funding sources to originate new loans, so the
inability to sell loans would have a significant adverse effect on Aleritas.
Corporate
Financial information not allocated to a reportable segment and relating primarily to Brooke
Corporations corporate functions, The DB Group, Ltd. and DB Indemnity, Ltd. is as follows (in
thousands, except percentages).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
|
|
|
Three months
|
|
|
2008
|
|
|
|
Ended
|
|
|
Ended
|
|
|
% Increase
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
(decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
over 2007
|
|
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums earned
|
|
$
|
261
|
|
|
$
|
266
|
|
|
|
(2
|
)%
|
Interest income
|
|
|
252
|
|
|
|
195
|
|
|
|
29
|
|
Other income
|
|
|
51
|
|
|
|
33
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
564
|
|
|
|
494
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll expense
|
|
|
529
|
|
|
|
828
|
|
|
|
(36
|
)
|
Depreciation and amortization
|
|
|
35
|
|
|
|
335
|
|
|
|
(90
|
)
|
Insurance loss and loss expense
|
|
|
403
|
|
|
|
326
|
|
|
|
24
|
|
Other operating expenses
|
|
|
1,213
|
|
|
|
(372
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
2,180
|
|
|
|
1,117
|
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
(1,616
|
)
|
|
|
(623
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
631
|
|
|
|
567
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
(2,247
|
)
|
|
$
|
(1,190
|
)
|
|
|
|
|
|
|
|
March
31, 2008
|
|
|
March
31, 2007
|
|
|
|
|
|
Total assets (at period end)
|
|
$
|
91,920
|
|
|
$
|
74,865
|
|
|
|
23
|
%
|
Shared
Services Fees.
An internal allocation of legal, accounting, human resources, information
technology and facilities management expenses is made to each of the four reportable segments,
based on our estimate of usage. These shared services fees totaled $573,000 and $1,785,000,
respectively, for the three months ended March 31, 2008 and 2007, and are recorded as a reduction
of other operating expenses, resulting in a negative amount of operating expenses.
The DB Group, Ltd.
The DB Group insures a portion of the professional insurance agents
liability exposure of Brooke Capital, its affiliated companies and its franchisees and had a policy
in force on March 31, 2008 that provided $5,000,000 of excess professional liability coverage. For
the three months ended March 31, 2008, DB Group recorded total revenues of $88,000 and total
operating expenses of $24,000, resulting in income before income taxes of $64,000. DB Group has
not established reserves for claims.
74
DB Indemnity, Ltd.
DB Indemnity issues financial guarantee policies to Aleritas and its
participating lenders. and had policies in force on March 31, 2008 covering principal loan balances
totaling $24,002,000. For the three months ended March 31, 2008, DB Indemnity recorded total revenues of
$328,000 and total operating expenses of $423,000, resulting in loss before income taxes of
$95,000. For the three months ended March 31, 2008 and 2007, respectively, DB Indemnity incurred $403,000 and
$326,000 in claims or loss expense. DB Indemnitys reserve for claims was $600,000 and $600,000,
respectively, on March 31, 2008 and December 31, 2007. Claims have increased because some borrowers
are experiencing a reduction of commission revenues resulting from reduction of premium rates by
insurance companies while expenses are increasing as the result of higher interest rates. Over a
long-term period, DB Indemnity expects the amount of claims expense incurred each year to be
approximately the same as the amount of premium revenue recorded each
year.
Liquidity and Capital Resources
Our cash and cash equivalents were $11,763,000 and $5,158,000 as of March 31, 2008 and
December 31, 2007, respectively. Our current ratios (current assets to current liabilities) were
1.17 and 1.53 at March 31, 2008 and December 31, 2007, respectively.
Our cash and cash
equivalents increased a total of $6,605,000 from December 31, 2007 to
March 31, 2008 primarily as a result of an increase in debt.
During the first quarter of 2008, net cash of $79,207,000
was provided by operating activities, which resulted primarily from a $96,783,000 increase in
account payable. Net cash of $95,197,000 was used in investing activities, which resulted primarily
from our purchase of investments. Net cash of $22,595,000 was provided by financing activities,
which resulted primarily from advances on our finance company lines of credit to fund loans.
Our cash and cash equivalents decreased a total of $1,935,000 from December 31, 2006 to
March 31, 2007. During 2007 net cash of $91,893,000 was provided by operating activities, which
resulted primarily from a $91,606,000 increase in notes receivables by our finance subsidiary prior
to loan sale or securitization. Net cash of $34,716,000 was used in investing activities, which
resulted primarily from a $18,548,000 used to purchase investments in subsidiaries. Net cash of
$59,112,000 was used in financing activities, which resulted primarily from payments on long
term-debt.
Brooke
Corporation.
We have transitioned from primarily holding wholly-owned, privately-held
subsidiaries to primarily holding partially-owned, publicly-traded subsidiaries (Aleritas and
Brooke Capital). Our future primary source of revenues will likely be the sale of stock in Aleritas because revenues from shared services fees, income tax sharing
arrangements and dividends previously received from our private company subsidiaries will decrease
significantly. The source of repayment of our debt is the sale of our stock in Aleritas. If we cannot sell our stock in
Aleritas, or if the market price is exceedingly low, then we may be forced to sell other assets to repay our debt. We plan to have a Rights Offering to raise additional capital. Disruption of the
stock or credit markets may prohibit us from selling Aleritas or Brooke Capital stock or from
issuing debt until stock is sold. We believe that revenues from the sale of stock in Aleritas will be sufficient to offset decreases in other sources of revenues and that
the combined sources of revenues will be sufficient to fund our normal operations and pay our
corporate expenses and income taxes. However, we do not anticipate paying dividends until market
conditions improve and are reflected in improved financial performance.
Brooke
Capital.
Brooke Capital is listed on the American Stock Exchange and has responsibility
for meeting its requirements for capital without our assistance. The current credit environment
has made it difficult to raise debt or equity to fund the expansion of insurance company
operations. As such, we are considering the sale of our life insurance subsidiary, First Life, and
our non-standard auto insurance company, Delta Plus. Subject to lender and regulatory approvals,
net proceeds from such sale will be used to repay short term bank debt.
Aleritas.
Aleritas is traded on the over-the-counter bulletin board market and has
responsibility for meeting its requirements for capital without assistance from us. Aleritas
lending activities have been funded primarily through loan participation sales, loan sales to
qualifying special-purpose entities, on-balance-sheet bank lines of credit and private placement
debt offerings. To fund anticipated loan growth, additional common equity, or alternative types of
equity, may be required to improve capital-to-asset ratios, fund collateral margin requirements of
bank lines of credit, fund increases in loan inventory or fund purchases of securities associated
with loans sold to qualifying special-purpose entities. However,
Aleritas does not intend to rely on additional equity capital investments from us and has solicited
capital investments from other investors. Aleritas has experienced occasional liquidity problems primarily as the result of uncertain market conditions
and refinancing of subordinate debt obligations.
75
Brooke
Bancshares.
We contributed $10,000,000 to Brooke Bancshares equity in January 2007 to
fund the purchase of Brooke Savings Bank (formerly Generations Bank). Brooke Savings Bank acquired
a banker agent network in January, 2008 that significantly increased Brooke Savings Bank assets and
which required an additional $5,000,000 capital contribution which was funded by issuance of debt
by Brooke Bancshares. We have committed to the Office of Thrift Supervision that Brooke Savings
Bank will meet certain minimum capital standards and additional capital contributions from us may
be required for this purpose. Brooke Bancshares and Brooke Capital mutually agreed to terminate the
previously announced agreement for Brooke Capital to acquire Brooke Savings Bank because part of
the rationale for the proposed acquisition was negated by the merger of Brooke Franchise into
Brooke Capital.
Subject to the above uncertainties, we believe that our existing cash, cash equivalents and
funds generated from operating, investing and financing activities will be sufficient to satisfy
our normal financial needs. Additionally, subject to the above, we believe that funds generated
from future operating, investing and financing activities will be sufficient to satisfy our future
financing needs, including the required annual principal payments of our long-term debt and any
future tax liabilities.
Capital Commitments
The
following summarizes our contractual obligations as of March 31, 2008 and the effect those
obligations are expected to have on our liquidity and cash flow in future periods (in thousands):
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|
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Payments Due by Period
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|
Less than
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1 to 3
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|
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3 to 5
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More than
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Contractual Obligations
|
|
Total
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1 year
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|
years
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|
|
years
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|
|
5 years
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|
Short-term borrowings
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$
|
8,237
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|
|
$
|
8,237
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|
|
$
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|
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|
$
|
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$
|
|
|
Long-term debt
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|
|
174,423
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|
|
|
126,977
|
|
|
|
35,997
|
|
|
|
8,639
|
|
|
|
2,810
|
|
Interest payments*
|
|
|
17,476
|
|
|
|
8,423
|
|
|
|
5,850
|
|
|
|
2,354
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|
|
|
849
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|
Operating leases (facilities)
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|
|
31,844
|
|
|
|
13,958
|
|
|
|
15,276
|
|
|
|
2,376
|
|
|
|
234
|
|
Capital leases (facilities)
|
|
|
390
|
|
|
|
90
|
|
|
|
195
|
|
|
|
105
|
|
|
|
|
|
Future annuity and policy benefits
|
|
|
26,635
|
|
|
|
2,317
|
|
|
|
5,269
|
|
|
|
6,059
|
|
|
|
12,990
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
|
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$
|
259,005
|
|
|
$
|
160,002
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|
|
$
|
62,587
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|
|
$
|
19,533
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|
|
$
|
16,883
|
|
|
|
|
|
|
|
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*
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Includes interest on short-term and long-term borrowings. For additional information on the
debt associated with these interest payments see footnotes 4 and 5 to our consolidated
financial statements.
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Our principal capital commitments consist of bank lines of credit, term loans, deferred
payments to business sellers and obligations under leases for our facilities. We have entered into
enforceable, legally binding agreements that specify all significant terms with respect to the
contractual commitment amounts in the table above.
Critical Accounting Policies
Our established accounting policies are summarized in footnotes 1 and 2 to our consolidated
financial statements for the years ended December 31, 2007 and 2006, and the three-month periods
ended March 31, 2008 and 2007. As part of our oversight responsibilities, we continually evaluate
the propriety of our accounting methods as new events occur. We believe that our policies are
applied in a manner that is intended to provide the user of our financial statements with a
current, accurate and complete presentation of information in accordance with generally accepted
accounting principles.
76
We believe that the following accounting policies are critical. These accounting policies are
more fully explained in the referenced footnote 1 to our consolidated financial statements for the
years ended December 31, 2007 and 2006, and the three-month periods ended March 31, 2008 and 2007.
The preparation of our financial statements requires us to make estimates and judgments that
affect the reported amounts of our assets, liabilities, revenues and expenses. The following
discussions summarize how we identify critical accounting estimates, the historical accuracy of
these estimates, sensitivity to changes in key assumptions, and the likelihood of changes in the
future. The following discussions also indicate the uncertainties in applying these critical
accounting estimates and the related variability that is likely to result during the remainder of
2008.
Franchisees
Share of Undistributed Commissions.
We are obligated to pay franchisees a share of
all commissions we receive. Prior to allocation of commissions to a specific policy, we cannot
identify the policy owner and do not know the corresponding share (percentage) of commissions to be
paid. We estimate the franchisees share of commissions to determine the approximate amount of
undistributed commissions that we owe to franchisees.
An estimate of franchisees shares of undistributed commissions is made based on historical
rates of commission payout, managements experience and the trends in actual and forecasted
commission payout rates. Although commission payout rates will vary, we do not expect significant
variances from year to year. We regularly analyze and, if necessary, immediately change the
estimated commission payout rates based on the actual average commission payout rates. The
commission payout rate used in 2008 to estimate franchisees share of undistributed commissions was
85% and the actual average commission payout rate to franchisees (net of profit sharing
commissions) was 85% for the three months ended March 31, 2008. We believe that these estimates
will not change substantially during the remainder of 2008.
Reserve
for Doubtful Accounts.
Our allowance for doubtful accounts is comprised primarily of
allowance for estimated losses related to amounts owed to us by franchisees for short-term credit
advances, which are recorded as monthly statement balances, and longer-term credit advances, which
are recorded as non-statement balances. Losses from advances to franchisees are estimated by
analyzing all advances recorded to franchise statements that had not been repaid within the
previous four months; all advances recorded as non-statement balances for producers who are in the
first three months of development, total franchise statement balances; total non-statement
balances; historical loss rates; loss rate trends; potential for recoveries; and managements
experience. Loss rates will vary and significant growth in our franchise network could accelerate
those variances. The effect of any such variances can be significant. The estimated allowance for
doubtful accounts as of March 31, 2008 was $1,200,000. The estimated allowance was approximately
24% of the actual amount of losses from advances made to franchisees for the twelve months ended
March 31, 2008, approximately 6% of the actual total combined franchise statement and non-statement
balances as of March 31, 2008, and approximately 11% of the actual combined advances recorded to
franchise statements that had not been repaid during the four-month period ended March 31, 2008 and
recorded as non-statement balances for producers in the first three months of development.
Reserves
for Insurance Claims.
Reserves for Insurance Claims are comprised of amounts set aside
for claims on DB Indemnity, Ltd. and Traders Insurance Company insurance policies. DB Indemnity is
a captive insurance company that issues financial guaranty policies covering loans originated by
Aleritas. Traders Insurance Company is a domestic insurance company that issues auto insurance
policies. Reserves for claims on DB Indemnity insurance policies are estimated by analyzing
historical claim payments, the amount delinquent loans, the amount of loans in which default has
been declared, the amount of loans in which an obligors business revenues have experienced a
significant decline resulting in inadequate repayment ability and/or collateral support, the amount
of loans in which a material change in an obligors or guarantors financial condition has occurred
or is expected to occur, the amount of start up franchise loans that have matured and the borrower
has not achieved the required minimum monthly commission benchmark, and managements experience.
Reserves for claims on Traders Insurance Company insurance policies are estimated based on
historical experience, managements experience, industry analysis and consultation with an
independent actuarial firm. Claim payments will vary and significant growth in the issuance of
insurance policies or changes in policy underwriting could accelerate those variances. The effect
of any such variances can be significant. The estimated reserve for insurance claims as of March
31, 2008 was $600,000 for DB Indemnity. We have also established an
allowance of $6,277,000 as of March 31, 2008 for losses on
property and casualty insurance policies issued by Traders Insurance
Company.
77
Discount, Prepayment and Credit Loss Rates Used to Record Loan Participation Sales and Loan
Sales to Qualifying Special Purpose Entities.
We regularly sell the loans that we originate to
banks, finance companies and qualifying special purpose entities. Accounting for the sale of these
loans and the subsequent tests for impairment are summarized in footnote 2 to our consolidated
financial statements for the years ended December 31, 2007, 2006 and 2005.
Loan participations and the sale of loans to qualifying special-purpose entities represent the
transfer of notes receivable, by sale, to participating lenders or qualifying special-purpose
entities. The fair value of retained interests and servicing assets resulting from the transferred
loans are recorded in accordance with SFAS 140. Most of our loans are adjustable rate loans. When
we sell notes receivable to qualifying special-purpose entities, it retains all
over-collateralization interest in loans sold and cash reserves. The fair value of the
over-collateralization interests in loans sold to qualifying special purpose entities that have
issued asset-backed securities has been estimated at the par value (carrying value) of the
underlying loans less the asset-backed securities sold. The fair value of the
over-collateralization interests in loans sold to qualifying special purpose entities that have
secured bank debt is based on the present value of future expected cash flows using managements
best estimates of key assumptions, which at March 31, 2008, were: credit losses (0.50% annually),
prepayment speed (12.00% annually) and discount rate (11.00%) commensurate with the risk involved.
The fair value of the cash reserves is estimated at the cash value of the reserve account.
These assumptions regarding discount rate, prepayment rate and credit loss are based on
historical comparisons, managements experience and the trends in actual and forecasted portfolio
prepayment speeds, portfolio credit losses, risk-free interest rates and market interest rates. The
accuracy of these assumptions is monitored and changes made as necessary. It is important to note
that our loan portfolio experienced an annualized prepayment rate of 12.8% over the twelve month
period ended March 31, 2008. Management believes that this increase during 2008 is directly
attributable to market conditions which are cyclical such as the softening insurance marketplace
and the increasing interest rate environment. The prepayment assumption determined by management is
an average annual rate over the life of our portfolio. Management believes that during the
remaining term of this portfolio, several cycles are likely to occur which could increase or
decrease actual prepayment rates; however, due to recent prepayment and interest rate trends, the
prepayment rate assumption was increased from 10% to 12% annually in 2007s fourth quarter.
Shorter-term swings in prepayment rates typically occur because of cycles within a marketplace,
such as a softening and hardening of the insurance marketplace, changes in the death care rate for
funeral homes and changes in the variable interest rate loans from key index rate changes. Longer
term increases in prepayment rates typically result from long-term deterioration of the marketplace
or increased lending competition.
We tested retained interests for impairment as of December 31, 2007. The securitized pools of
loans experienced an increase in the prepayment rate, and as a result, management determined that
an other than temporary impairment occurred. An impairment loss of $778,000 was recorded for the
year then ended. During 2006, the securitized pools of loans experienced an increase in the
prepayment rate as well and an impairment loss of $329,000 was recorded for the year. The effect of
variances in the assumptions can be significant and the impact of changes in these estimates is
discussed in footnote 2 to the consolidated financial statements for the years ended December 31,
2007 and 2006.
Subsequent to the initial calculation of the fair value of retained interest, we utilize a
fair market methodology to determine the ongoing fair market value of the retained interest.
Ongoing fair value is calculated using the then current outstanding principal of the transferred
notes receivable and the outstanding balances due unaffiliated purchasers, which are reflective of
credit losses and prepayments prior to the fair value recalculation. The rates of write down of the
retained interest are based on the current interest revenue stream. This revenue stream is based on
the loan balances at the date the impairment test is completed, which will include all prepayments
on loans and any credit losses for those loans. However, due to the impairment of the collateral
supporting certain loans an additional impairment loss of $4,739,000 was recorded which reduced the
securities balance.
78
As of December 31, 2007 and 2006, as a result of the above mentioned increased payment speeds
and reduction in collateral value, the fair value of the retained interests declined resulting in
the impairment losses noted above. The total impairment losses above represented 1.0% and 0.1% of
the off-balance sheet loans as of December 31, 2007 and 2006, respectively.
Provision
for Credit Losses.
Our credit loss exposure is limited to on-balance sheet loans
(other than loans sold to warehouse qualifying special-purpose entities which are classified as
on-balance sheet) and the our retained interest in loans that are sold to qualifying
special-purpose entities that have issued asset-backed securities or off-balance sheet bank debt. A
credit loss assumption is inherent in the calculations of retained interest-only strip receivables
resulting from loans that are sold. Historically, no reserve for credit losses had been made for
on-balance sheet loans held in inventory for eventual sale for two reasons. First, these loans were
typically held for six to nine months before being sold to investors and, therefore, had a
short-term exposure to loss. Second, commissions received by Brooke Capital, are typically
distributed to Aleritas for loan payments prior to distribution of commissions to the franchisee
borrower and most other creditors.
However, given the rapid growth that we have experienced over the past two years, the
seasoning of the loan portfolio, an increase in delinquencies of on-balance sheet loans and
managements expectation that loans will be held longer than previously (for nine to twelve months)
before being sold; we established a reserve for potential loan losses on the on-balance sheet loans
in the third quarter of 2007. The reserve for credit losses includes two key components: (1) loans
that are impaired under SFAS No. 114,
Accounting by Creditors for Impairment of a Loan an
amendment of FASB Statements No. 5 and 15
and (2) reserves for estimated losses inherent in the
rest of the portfolio based upon historical and projected credit risk. A reserve of $14,101,000 was
established with an offsetting charge to credit loss expense. Management will evaluate the adequacy
of the reserve on an ongoing basis in the future utilizing the credit metrics underlying the
reserve.
Amortization
and Useful Lives.
We acquire insurance agencies and other businesses that we
intend to hold for more than one year. We record these acquisitions as Amortizable intangible
assets. Accounting for Amortizable intangible assets, and the subsequent tests for impairment are
summarized in footnote 1(g) to our consolidated financial statements for the years ended December
31, 2007 and 2006. The rates of amortization of Amortizable intangible assets are based on our
estimate of the useful lives of the renewal rights of customer and insurance contracts purchased.
We estimate the useful lives of these assets based on historical renewal rights information,
managements experience, industry standards, and trends in actual and forecasted commission payout
rates. The rates of amortization are calculated on an accelerated method (150% declining balance)
based on a 15-year life. As of December 31, 2007, we tested Amortizable intangible assets for
impairment and the resulting analysis indicated that our assumptions were historically accurate and
that the useful lives of these assets exceeded the amortization rate. The Amortizable intangible
assets have a relatively stable life and unless unforeseen circumstances occur, the life is not
expected to change in the foreseeable future. Because of the relatively large remaining asset
balance, changes in our estimates could significantly impact our results.
The rates of amortization of servicing assets are based on our estimate of repayment rates,
and the resulting estimated maturity dates, of the loans that we service. Loan repayment rates are
determined using assumptions about credit losses, prepayment speed and discount rates as outlined
in the discussion above about the fair values of servicing assets. As of December 31, 2007, an
analysis of prepayment speeds and credit losses indicated that our assumptions were historically
accurate and the maturity date estimates were reasonable. Although significant changes in estimates
are not expected, because of the relatively large remaining asset balance, changes in our estimates
that significantly shorten the estimated maturity dates could significantly impact our results.
79
Loan
Origination Expenses.
Aleritas typically sells loans soon after origination and retains
responsibility for loan servicing. However, most of Aleritas operating expenses are associated
with loan origination. We analyze our lending activities to estimate how much of Aleritas
operating expenses should be allocated to loan origination activities and, therefore, matched, or
offset, with the corresponding loan origination fees collected from borrowers at loan closing. The
estimated allocations of payroll and operating expenses to loan origination activities are based on
managements observations and experience; job descriptions and other employment records; and
payroll records. Although not expected, significant changes in our estimate of expense allocations
could significantly impact our results, because loan fees amounts are significant to us.
Income
Tax Expense.
An estimate of income tax expense is based primarily on historical rates of
actual income tax payments. The estimated effective income tax rate used for the three months ended
March 31, 2008 to calculate income tax expense was 38%. Although not expected, significant changes
in our estimated tax rate could significantly impact our results. We believe this estimate will not
change significantly during the remained of 2008.
Revenue
Recognition Policies.
Revenue recognition is summarized in footnote 1(e) to our
consolidated financial statements for the years ended December 31, 2007 and 2006.
With respect to the previously described critical accounting policies, we believe that the
application of judgments and assumptions is consistently applied and produces financial information
which fairly depicts the results of operations for all years presented.
Off Balance Sheet Arrangements
In
General.
Other than the below listed off-balance sheet transaction which occurred during
March of 2007, there have been no material changes in our off balance sheet financing arrangements
from those reported in our annual report on Form 10-K for the year ended December 31, 2007.
In
March 2007, Aleritas initiated a $150,000,000 facility to sell, on a
revolving basis, a pool of its loans, while retaining residuals assets such as interest-only strip
receivables and a subordinated over-collateralization interest in the receivables. The eligible
receivables are sold to Brooke Warehouse Funding, LLC, a wholly owned bankruptcy-remote special
purpose entity, without legal recourse to Brooke Credit Corporation. Brooke Warehouse Funding, LLC
then entered into a participation agreement with Brooke Acceptance Company 2007-1, LLC to sell an
undivided senior participation interest in all of the assets of Brooke Warehouse Funding, LLC.
Brooke Acceptance Company 2001-7, LLC, entered into an amended and restated receivables financing
agreement with Fifth Third Bank which extended a credit facility to Brooke Acceptance Company
2007-1 LLC to provide funds to acquire such participation interests with a facility line of credit
of $150,000,000. The facility qualifies for sale treatment under SFAS 140. As of March 31, 2007,
the outstanding balance of sold loans held by Brooke Warehouse Funding, LLC and participated to
Brooke Acceptance Company 2007-1, LLC totaled $127,763,000, of which the Companys subordinated
over-collateralization interest was $21,941,000. Accordingly, $127,763,000 of accounts receivable
balances were removed from the consolidated balance sheet at March 31, 2007, with those funds being
used to reduce outstanding debt on the Fifth Third line of credit that was previously utilized.
As reported above, although credit performance has been favorable for Aleritas and the
purchasers of its loans, the level of credit losses for Brooke Credit and payment delinquencies
increased during 2006 and continued to increase during the first quarter of 2007 due, in part, to
increasing interest rates and a softening insurance premium insurance market. We do expect
increased levels of delinquencies, defaults and credit losses as the full impact of these market
conditions are felt by Brooke Credit borrowers.
The actual annualized prepayment rate on Aleritas loans has increased to approximately
16.2% during the twelve-month period ended March 31, 2007 primarily due to increased asset
ownership transfers to other borrowers within our portfolio, new loan documents being executed on
existing loans to improve security interests and the increasing interest rate environment. We
expect that, over the remaining life of the Brooke Credit loan portfolio, several cycles of
increasing and decreasing prepayment rates will likely occur, primarily resulting from fluctuations
in key interest rates and changes in the insurance marketplace. Management continues to analyze
and monitor prepayments.
80
Proposed Accounting Changes
In August 2005, the Financial Accounting Standards Board (FASB)
issued an exposure draft which amends Statement of Financial Accounting Standards No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
.
This exposure drafts seeks to clarify the derecognition requirements for financial assets and the
initial measurement of interests related to transferred financial assets that are held by a
transferor. Our current off-balance sheet transactions in our Lending Services segment could be
required to be consolidated in our financial statements based on the provisions of the exposure
draft. We will continue to monitor the status of the exposure draft and consider what changes, if
any, could be made to the structure of the securitizations and off-balance sheet financing to
continue to derecognize loans transferred to these qualifying special purpose entities. At March
31, 2008, the qualifying special purpose entities held loans totaling $521,388,000, which we
could be required to consolidate into our financial statements under the provisions of this
exposure draft.
Recently Issued Accounting Pronouncements
See footnote 18 to our consolidated financial statements for a discussion of the effects of
the adoption of new accounting standards.
Related Party Transactions
See footnote 10 to our consolidated financial statements for information about related party
transactions.
Impact of Inflation and General Economic Conditions
There have been no material changes to the description of the impact of inflation and general
economic conditions reported in our annual report on Form 10-K for the year ended December 31,
2007.
As reported above, although credit performance has been favorable for Aleritas and the
purchasers of its loans, the level of credit losses for Aleritas and payment delinquencies have
increased during 2007 and continued to increase during the first quarter of 2008 due, in part, to
increasing interest rates and a softening insurance premium insurance market. We do expect
increased levels of delinquencies, defaults and credit losses as the full impact of these market
conditions are felt by Aleritas borrowers.
The
actual annualized prepayment rate on Aleritas loans has increased to
approximately 12.8%
during the twelve-month period ended March 31, 2008, primarily due to increased asset ownership
transfers to other borrowers within our portfolio, new loan documents being executed on existing
loans to improve security interests and the increasing interest rate environment. We expect that,
over the remaining life of the Aleritas loan portfolio, several cycles of increasing and decreasing
prepayment rates will likely occur, primarily resulting from fluctuations in key interest rates and
changes in the insurance marketplace.
All other schedules have been omitted because they are either inapplicable or the required
information has been provided in the consolidated financial statements or the notes thereto.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the description of our market risks from those reported
at December 31, 2007 in our Annual Report on Form 10-K.
Although credit performance has been favorable for Aleritas and the purchasers of its loans,
the level of credit losses for Aleritas and payment delinquencies increased during 2007 and
continued to increase during the first quarter of 2008 due, in part, to increasing interest rates
and a softening premium insurance market. We do expect increased levels of delinquencies, defaults
and credit losses as the full impact of these market conditions are felt by Aleritas borrowers.
The
actual annualized prepayment rate on Aleritas loans has increased to
approximately 12.8%
during the twelve-month period ending March 31, 2008, primarily due to increased asset ownership
transfers to other borrowers within our portfolio, new loan documents being executed on existing
loans to improve security interests and the increasing interest rate environment. We expect that,
over the remaining life of the Aleritas loan portfolio, several cycles of increasing and decreasing
prepayment rates will likely occur, primarily resulting from fluctuations in key interest rates and
changes in the insurance marketplace.
Item 4. Controls and Procedures.
We have adopted and maintain disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), that are designed to ensure
that information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required under the
Securities and Exchange Commissions rules and forms and that the information is
gathered and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow for timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and
management is required to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures.
As of the end of the period covered by this report, we have carried out an evaluation,
under the supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness
of the design and
operation of our disclosure controls and procedures. Based on the foregoing, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective at the reasonable assurance level. In conducting our evaluation,
we considered that the Company restated the presentation of its cash flow statements for
years ended December 31, 2005, 2006 and 2007 as well as for the three months ended
March 31, 2008 to record activity on securitization-related bank lines of credit as
financing activities instead of operating activities. Correction of this accounting error
resulted in no changes in our net cash flows, net income, assets, liabilities, retained
earnings, or earnings per share. We do not believe this restatement indicates a material
weakness in our internal controls. However, we have established specific controls related
to arrangements that are within the scope of SFAS 95 to provide a written analysis of
the appropriate accounting for other similar arrangements and to review our conclusions
with qualified internal accounting personnel or third party accounting experts.
In addition, we will provide our accounting staff with additional training related to
generally accepted accounting principles and financial statement reporting matters with
respect to SFAS 95.
There have been no changes in our internal controls over financial reporting (as defined
in Rule 13(a) or Rule 15d-15(f) of the
Exchange Act) during the quarter covered by this report that have materially affected, or
are reasonably likely to materially affect, our internal controls over financial reporting.
81
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
We and our subsidiaries have from time to time been parties to claims and lawsuits that are
incidental to our business operations. While ultimate liability with respect to these claims and
litigation is difficult to predict, we believe that the amount, if any, that we are required to pay
in the discharge of liabilities or settlements in these matters will not have a material adverse
effect on our consolidated results of operations or financial position.
Item 6. Exhibits.
The following exhibits are filed as part of this report. Exhibit numbers correspond to the numbers
in the exhibit table in Item 601 of Regulation S-K:
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31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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32.2
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
82
SIGNATURES
In accordance with requirements of the Securities Exchange Act of 1934, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: May 14, 2008
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BROOKE CORPORATION
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By:
|
/s/ Leland G. Orr
|
|
|
|
Leland G. Orr, Chief Executive Officer
|
|
|
|
|
|
|
By:
|
/s/ Travis W. Vrbas
|
|
|
|
Travis W. Vrbas, Chief Financial Officer
|
|
|
|
|
|
83
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
1
|
|
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
1
|
|
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
1
|
|
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
1
|
84
Brooke Corp (MM) (NASDAQ:BXXX)
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Brooke Corp (MM) (NASDAQ:BXXX)
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