Patriot National, Inc.

CIK:0001619917|SEC Filings

Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Revenues

Fee income

$ 37,967

$ 34,759

$ 118,867

$ 80,060

Fee income from related party

22,253

23,773

62,690

68,852

Total fee income and fee income from related party

60,220

58,532

181,557

148,912

Net investment income

Net realized losses on investments

(58)

(295)

(149)

Total Revenues

60,222

58,523

181,299

148,848

Expenses

Salaries and related expenses

23,449

21,549

69,430

53,782

Commission expense

11,865

8,173

35,992

25,556

Outsourced services

3,930

2,369

11,125

7,623

Other operating expenses

10,139

11,967

29,437

25,252

Acquisition costs

383

1,453

1,408

4,372

Interest expense

1,555

868

4,343

2,731

Depreciation and amortization

4,743

4,380

14,160

10,075

Stock compensation expense

1,037

2,586

3,738

8,791

Increase (Decrease) in fair value of earn-out liability

(1,913)

Decrease in fair value of warrant redemption liability

(1,385)

Costs related to extinguishment of debt

^[1]

13,681

Total Expenses

57,120

53,345

167,720

150,478

Net Income (Loss) before income tax (benefit) expense

3,102

5,178

13,579

(1,630)

Income tax (benefit) expense

1,188

1,331

(5,960)

(1,733)

Net Income Including Non-Controlling Interest in Subsidiary

1,914

3,847

19,539

103

Net Income attributable to non-controlling interest in subsidiary

103

111

Net Income (Loss)

$ 1,876

$ 3,788

$ 19,436

$ (8)

Earnings Per Common Share

Basic

$ 0.06

$ 0.14

$ 0.65

$ 0.00

Diluted

$ 0.06

$ 0.14

$ 0.64

$ 0.00

Weighted Average Common Shares Outstanding

Basic

31,316

26,802

29,881

26,006

Diluted

32,105

27,940

30,566

26,006

[1]	Costs related to extinguishment of debt include $4.3 million of early payment penalties and $9.3 million associated with the write-off of related deferred financing fees and original issue discounts.

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating Activities
Net Income	$ 19,539	$ 103
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	14,160	10,075
Amortization of loan costs in interest expense	473	206
Amortization of facilitation agreement	453
Decrease in fair value of warrant redemption liability		(1,385)
Increase (Decrease) in fair value of earn-out liability	(1,913)
Net realized losses on investments	295	149
Stock compensation expense	3,738	8,791
Deferred tax benefit from release of valuation allowance	(13,626)
Exercise of stock awards	(182)
Write-off of deferred financing and original issue discounts		9,342
Provision for uncollectible fee income	460	351
Decrease (increase) in:
Fee income receivable	(244)	(8,212)
Fee income receivable from related party	(8,270)	(10,153)
Other current assets	138	(1,715)
Increase (decrease) in:
Net payable to related parties	(2,199)	781
Deferred claims administration services income	(1,207)	539
Net advanced claims reimbursements	1,788	237
Income taxes payable	3,044	(14,081)
Accounts payable and accrued expenses	9,845	11,963
Net Cash Provided by Operating Activities	26,292	6,991
Investment Activities:
Net increase in restricted cash	(1,534)	(4,528)
Purchase of equity securities	(300)	(3,662)
Proceeds from sale of equity securities	3,178	264
Purchase of fixed assets and other long-term assets	(3,548)	(4,565)
Acquisitions, net of $28 and $4,069 cash acquired in 2016 and 2015, respectively	(8,969)	(74,014)
Net Cash Used in Investment Activities	(11,173)	(86,505)
Financing Activities:
Proceeds from initial public offering, net		98,275
Proceeds from senior secured term loans, net of fees		107,497
Repayment of senior secured term loans	(4,125)	(2,125)
Payment of loan fees	(165)
Payment of costs for initial public offering		(2,479)
Revolver facility borrowings	15,900	51,900
Revolver facility repayments		(41,068)
Payment of acquisition earn-outs	(6,529)
Payment of deferred purchase consideration	(4,850)
Repurchase of common stock	(8,711)
Repayment of note payable		(119,573)
Repayment of capital lease obligation	(1,818)	(1,955)
Net Cash (Used in) Provided by Financing Activities	(10,298)	90,472
Increase in cash	4,821	10,958
Cash, beginning of period	8,372	4,251
Cash, end of period	13,193	15,209
Supplemental Cash Flow Data
Interest Paid	3,795	2,504
Income Taxes Paid	$ 4,626	$ 11,062

Consolidated Balance Sheet (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash	$ 13,193	$ 8,372
Equity and fixed income security investments		3,173
Total cash and investments	13,193	11,545
Restricted cash	17,589	16,055
Fee income receivable	9,418	8,159
Fee income receivable from related party	35,306	27,036
Net receivable from related parties	2,698	499
Other current assets	1,769	2,046
Total current assets	79,973	65,340
Fixed assets, net	5,311	5,092
Goodwill	121,683	118,141
Intangible assets	75,344	75,681
Forward purchase asset	57,511	28,120
Deferred tax asset, net	13,626
Advance on facilitation agreement	1,547	2,000
Other long term assets	11,153	11,428
Total Assets	366,148	305,802
Liabilities
Deferred claims administration services income	9,432	10,639
Net advanced claims reimbursements	3,623	1,835
Income taxes payable	6,040	2,996
Current earn-out payable	4,746	10,556
Accounts payable, accrued expenses and other liabilities	42,867	32,809
Deferred purchase consideration		6,128
Revolver borrowings outstanding	33,932	18,032
Current portion of notes payable	6,875	5,500
Current portion of capital lease obligation	414	2,232
Total current liabilities	107,929	90,727
Earn-out payable	6,940	1,827
Notes payable, net of deferred loan fees	93,437	98,648
Warrant redemption liability	57,511	28,120
Total Liabilities	265,817	219,322
Equity
Preferred stock, $.001 par value; 100,000 shares authorized, no shares issued and outstanding as of September 30, 2016 and December 31, 2015
Common stock, $.001 par value; 1,000,000 shares authorized, 26,845 issued and 26,487 outstanding as of September 30, 2016 and 28,105 issued and 27,550 outstanding as of December 31, 2015	21	21
Additional paid in capital	114,311	119,999
Accumulated deficit	(13,869)	(33,305)
Total Patriot National, Inc. Stockholders' Equity	100,463	86,715
Less Non-controlling interest	(132)	(235)
Total Equity	100,331	86,480
Total Liabilities and Equity	$ 366,148	$ 305,802