ProCentury Corporation 10-K
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2006
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission File Number 0-6612
ProCentury
Corporation
(Exact name of registrant as
specified in its charter)
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Ohio
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31-1718622
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(State or other jurisdiction
of
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(I.R.S. Employer
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incorporation or
organization)
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Identification No.)
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465 Cleveland Ave. Westerville,
Ohio
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43082
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(Address of principal executive
offices)
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(Zip
Code)
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Registrants telephone number, including area code
(614) 895-2000
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Shares, without par value
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NASDAQ
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Securities registered pursuant to Section 12(g) of the
Act:
NONE
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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. Yes o No þ
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer þ Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
The aggregate market value of the voting stock held by
non-affiliates of the Registrant as of June 30, 2006, based
upon the closing sale price of the Common Shares on
June 30, 2006 as reported on the NASDAQ National Market,
was $181,131,296.
The number of shares outstanding of the Registrants Common
Shares, without par value, on March 9, 2007 was 13,263,323.
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the Registrants definitive Proxy Statement for
the 2007 annual meeting of shareholders to be held May 16,
2007, are incorporated herein by reference into Part III of
this document.
PART I
General
ProCentury Corporation (ProCentury,) is a specialty
property and casualty insurance holding company. We market and
underwrite general liability, commercial property, multi-peril
insurance, ocean marine and garage liability for small and
mid-sized businesses primarily through Century Surety Company
(Century), our primary operating insurance
subsidiary. We also write landfill and specialty surety to
maintain Centurys U.S. Treasury listing. References
to Company, we, us, and
our refer to ProCentury and its subsidiaries, unless
the context requires otherwise. We are either authorized as an
admitted insurer or approved as an excess and surplus lines
insurer by the state insurance regulators in 48 states plus
the District of Columbia. We primarily write specialty excess
and surplus lines insurance through a select group of general
agents. The excess and surplus lines market provides an
alternative market for customers with
hard-to-place
risks that insurance companies licensed by the state in which
the insurance policy is sold, which are also referred to as
admitted insurers, typically do not cover. Our goal
is to be selective in the classes of business and the coverages
we write within the excess and surplus lines market. The
insurance needs of this market are serviced by retail insurance
brokers who maintain relationships with the general agents with
whom we do business.
As a niche company, we offer specialty insurance
products designed to meet specific insurance needs of targeted
insured groups. These targeted insured markets are often not
served or are underserved by standard companies. We focus on
serving the insurance needs of small and mid-sized businesses,
including habitational risks, hospitality businesses, artisan
contractors, daycare facilities, retail and wholesale stores,
fitness centers and special event providers. Typically, the
development of these specialty insurance products is generated
through proposals brought to us by an agent or broker seeking
coverage for a specific group of clients. We underwrite all of
our applicants for insurance coverages on an individual basis.
For each class we insure, we employ a number of customized
endorsements, rating tools and decreased limits to align our
product offerings to the risk profile of the class and the
specific insured being underwritten.
We seek to achieve a balance between our property and casualty
premiums. Property business has an inherently shorter tail than
casualty business, and we emphasize short tail classes of
casualty business in order to reduce pricing and reserving risk.
For example, our primary casualty business is dominated by
premises liability risks known in the industry as Owners,
Landlords & Tenants (OL&T) risks, which
present a much shorter tail than a book of business that is
predominated by Manufacturers & Contractors
(M&C) risks. Short tail risks are generally
known to occur at a definite point in time, and while the extent
of the injury and associated costs may be unknown for some
period of time, the actual occurrence is usually reported fairly
quickly. In contrast, with longer tail risks, the injury occurs
away from the premises owned by the insured, may not be known
for some period of time and may result in cumulative or
progressive damage.
We avoid high-hazard, long tail lines of business such as
product liability, occurrence coverage for general contractor
liability and construction contractor liability business and
medical malpractice. Due to the extreme lag in the reporting
time from the date of an occurrence of property damage to the
date a claim is reported in many states, the history of adverse
court precedents spreading to other jurisdictions, and
contractors having a relatively low barrier to operating across
state lines, we believe that construction trades may no longer
be predictably underwritten on an occurrence general liability
form. Therefore, as a prudent underwriter, beginning in January
2005, we primarily offer a claims made and reported commercial
general liability form of coverage on the majority of the
construction risk classes regardless of the jurisdiction the
contractors operate in, the type of projects they work on, or
trade they perform.
As of December 31, 2006, we had consolidated assets of
$579.0 million and consolidated shareholders equity
of $142.4 million. For the year ended December 31,
2006, we produced gross written premiums of $283.0 million,
and we had net income of $20.9 million.
Our principal executive offices are located at 465 Cleveland
Ave., Westerville, Ohio 43082, and the telephone number at that
address is
(614) 895-2000.
The Company files annual, quarterly, special reports and proxy
statements
3
with the SEC. These filings are available to the public over the
Internet on the SECs Web site at http://www.sec.gov
and on our Web site at http://www.procentury.com as soon
as reasonably practicable after we file such information with
the SEC.
Pursuant to
Rule 12b-23
under the Securities and Exchange Act of 1934, as amended, the
industry segment information included in Item 8,
note 14 of Notes to Consolidated Financial Statements, is
incorporated by reference in partial response to this
Item 1.
Company
History
Century was formed in 1978 as a specialty insurance carrier for
inland marine, surety and fidelity coverages for the surface
mining industry. In 1984, Century expanded its original focus
and initiated a business strategy centered on hard to place
property/casualty risks. In 1992, Century acquired Continental
Heritage Insurance Company (Continental), which
wrote specialty surety and bail bond business. In 1993, Century
acquired Evergreen National Indemnity Company
(Evergreen), which wrote landfill and specialty
surety business. These combined entities constituted the Century
Insurance
Group®.
In 1996, Century was acquired by Century Business Services, Inc.
(NASDAQ: CBIZ). In 1997, Century acquired the assets of the
managed care workers compensation business of the Anthem
Casualty Insurance Group.
ProCentury was formed as an Ohio corporation in July 2000 by
certain of our shareholders and members of management. Pursuant
to our management-led buyout in October 2000, ProCentury
acquired Century and its subsidiaries, including Evergreen and
Continental, from Century Business Services, Inc.
Following this transaction, the strategic direction of
ProCentury focused primarily on the excess and surplus lines and
involved exiting certain unprofitable businesses such as
commercial automobile beginning in May 2000 and workers
compensation in January 2002. As a result of this change in
strategy, we sought to take advantage of the increase in volume
and rates in the excess and surplus lines market, which began in
2001.
On April 26, 2004, we issued 8,000,000 common shares at
$10.50 per share in an initial public offering
(IPO) and received proceeds (before expenses) of
$77.9 million. Immediately prior to the IPO, Evergreen and
Continental were spun-off to ProCenturys existing
Class A shareholders. The operations of Evergreen and
Continental consisted of ProCenturys historical surety and
assumed excess workers compensation lines of insurance,
which were re-classified (net of minority interest and income
taxes) as discontinued operations in the accompanying financial
information for the year ended December 31, 2004.
On June 1, 2005, Century acquired 100% of the outstanding
shares of the Firemans Fund of Texas (FFTX) for
$5.9 million. FFTX was a Texas domiciled property and
casualty company licensed in Texas, Oklahoma and California. The
acquisition was part of our long-term plan to develop business
that requires admitted status, as well as our continued focus on
growing our excess and surplus lines business. On
August 16, 2005, FFTX was renamed ProCentury Insurance
Company (PIC). Since the acquisition, PIC has
obtained additional admitted licenses in the following states:
Arizona, Arkansas, Indiana, Kansas, Louisiana, Michigan,
Missouri, Nevada, New Mexico, North Dakota, Oregon, South
Carolina, Utah and West Virginia. PIC is also approved as an
excess and surplus lines insurer in Ohio. On January 1,
2006, Century and PIC entered into an inter-company quota share
reinsurance pooling agreement. The agreement is a reinsurance
agreement where activity and underwriting results of all
participants are combined and then allocated to the participants
based on agreed upon percentages. The current agreement
allocates 90% of the activity to Century and 10% to PIC.
Industry
Overview
The excess and surplus lines insurance market differs
significantly from the standard market. In the standard market,
insurance products and coverages are largely uniform with broad
coverage grants due to highly regulated rates and forms.
Standard market companies tend to compete for customers
primarily on the basis of rate, retain close relationships with
retail insurance agents and make accommodations to the insureds
to maintain the marketability of their product for their
contracted direct agent.
4
In contrast, the excess and surplus lines market provides
coverage for risks that either do not fit the underwriting
criteria of standard carriers with which the retail agent has a
direct relationship, or they are of a class or risk that the
standard market generally avoids since the regulated nature of
that market does not allow for customized terms or rates.
Non-standard risks can be underwritten profitably, however, by
the excess and surplus market, by using highly specific coverage
forms with terms based on individual risk assessment, rather
than the risk profile of the most desirable members of the
class. When a certain risk has been excluded from the standard
market, the retail agents need quick placement with the excess
and surplus lines market in order to maintain coverage for the
insured. As a result, the primary basis for competition within
the excess and surplus lines industry can be focused more on
service and availability than rate.
The insurance industry has historically been cyclical. From 1987
to 2001, the industry generally experienced intensified
competition for standard and excess and surplus lines insurers,
resulting in rate decreases in many lines. In early 2001, a
return to risk-based underwriting disciplines in the standard
market caused a noticeable increase in submissions to the excess
and surplus lines market of risks that no longer qualified for
coverage from the standard carriers and higher premium rates.
During 2001 and through most of 2004, we benefited from this
increase in rates and volume, as well as reduced capacity in the
excess and surplus lines market, insurance industry
consolidation, corporate downsizing and the increased use of
communications technology and personal computers, which, among
other factors, have contributed to the high growth in the number
of small businesses. In addition, low interest rates have
resulted in increased premium rates and more conservative
coverage terms because, as investment returns have moderated
over the past few years, property and casualty carriers have
been forced to adopt more profitable underwriting practices. For
property business, this pattern continued until the second half
of 2003, when rates first plateaued, and then slowly began to
decline. This moderate decline continued throughout much of
2004, with some stabilization after the 2005 hurricane season,
followed by a modest decline in 2006. For casualty business,
rates remained firm throughout 2003 and stabilized in 2004 with
only slight declines beginning at the end of 2005 and into 2006.
Toward the end of 2006, the industry began to experience softer
market conditions featuring intensified competition for admitted
and surplus lines insurers, resulting in slight rate decreases.
This increase in competition is expected to continue in 2007. We
will continue to monitor our rates and control our costs in an
effort to maximize profits during softening market conditions.
We expect that rate adequacy for our specialty and excess and
surplus lines products will continue, as a result of the
following factors:
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our commitment to underwriting profitability;
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our re-underwriting of our binding policies;
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relatively low interest rates;
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close monitoring or downgrading of many insurers and reinsurers
by rating agencies;
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continued focus on new corporate governance
requirements; and
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continued focus on rate adequacy and the potential negative
effects of under-priced business on the industry as a whole.
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Lines of
Business
The following table sets forth an analysis of gross and net
written premiums by segment and major product groupings during
the periods indicated:
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Years Ended December 31,
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2006
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2005
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2004
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(In thousands)
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Gross written premiums:
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Property/casualty
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$
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277,733
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212,127
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190,591
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Other (including exited lines)
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5,303
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4,037
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814
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Total gross written premiums
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283,036
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216,164
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191,405
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Ceded written premiums
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35,117
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26,645
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25,381
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Net written premiums
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$
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247,919
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189,519
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166,024
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Property/Casualty
Casualty Business. We target shorter tail
classes of casualty business focusing on OL&T classes of
business and have de-emphasized M&C classes of business. We
believe these shorter tail OL&T classes of business present
less rating and reserving risk to us compared to longer tail
casualty lines. For the year ended December 31, 2006, 63.2%
of our property/casualty gross written premiums comprised
OL&T or shorter tail classes. With respect to the M&C
classes of business we continue to write, we focus on
controlling the reserving and pricing risk through the use of
claims made and reported forms, and in the case of manufacturing
risks, emphasizing consumable products with low risk of mass
tort claims.
Our insurance policies provide coverage limits generally ranging
from $25,000 to $1.0 million per occurrence, with the
majority of our policies having limits between $500,000 and
$1.0 million. We retain the first $500,000 of an individual
casualty loss as well as 50% of the loss amount that exceeds
$500,000 but is less than $1.0 million. Our general liability
policies usually provide coverage for defense and related
expenses in addition to per occurrence and aggregate policy
limits. For certain products, defense expenses are included in
the policy limits. In the event that one or more of our
reinsures become incapable of reimbursing us for a loss, our
liabilities will increase.
Other Casualty Business. We also offer garage
liability, professional liability, commercial excess and
umbrella policies to supplement our commercial multi-peril and
commercial general liability writings. On garage and
professional liability we write up to a maximum of
$1.0 million per occurrence or accident. Commercial excess
policies provide excess liability coverage above the limits of
standard liability policies and may also provide coverage for
risks not covered under standard liability policies. Our limited
umbrella form policy may also provide coverage for risks not
covered under standard liability policies after the insured
satisfies a self-insured retention. We write commercial umbrella
and excess insurance for limits up to a total aggregate of
$5.0 million above the minimum underlying limits of
$1.0 million per occurrence and $2.0 million in the
aggregate. Although most of our umbrella and excess business is
written to support our primary policies, we will accept other
carriers as primary, provided they are rated A- V or
better by A.M. Best.
Starting June 1, 2006, we created a marine unit to begin
writing ocean marine business. Within the marine unit, we target
small and medium sized ocean cargo, marine liability, and hull
exposures. As is consistent with our property and casualty
strategy, we tend to focus on shorter tail exposures and
typically do not write high hazard marine manufacturing and
contracting exposures. We typically exclude workers
compensation coverages from our Protection and Indemnity
coverage. Distribution of marine products is through our
existing agents and brokers as well as specialized ocean marine
brokers.
We also have a program unit that writes specialty programs as
well as alternative risk transfer programs, which require the
insured to fund all or part of the insurance risk with cash or a
letter of credit.
In our program unit, we seek to write the better risks in a
class with strict information gathering, loss control and
underwriting guidelines and rules. In our specialty program
unit, we typically require more underwriting information on each
account than is required in our usual surplus lines business in
order to help us determine which
6
individual risks in the group that we will write. In 2005, we
established a segregated cell captive in which our agents can
use their own funds to establish a cell. This allows the agent
to assume part of the risk in the business that they write by
acting as a quota share reinsurer of Century. In combination
with our increased class and individual risk underwriting
guidelines, this business is expected to produce more profitable
long term results versus business written on the same class but
with less intensive underwriting and submission requirements.
Examples of programs we write in this unit are general liability
for oil and gas service contractors, pet sitters, and
mid-to-low-priced
franchised hotels. In addition, we write commercial auto
physical damage which is included in our property business.
The fully or partially funded alternative risk business we write
in our program unit is generally for insureds with risks for
which traditional insurance is not cost effective for the first
$1.0 to $5.0 million of coverage. In these situations, the
insured pays us a premium that is calculated to include the
limit of insurance that is exposed. Additionally, the insured
pays us a fee to cover overhead and profit, which is included in
other income on the Consolidated Statements of Operations.
Property Business. For the year ended
December 31, 2006, 36.8% of our total property/casualty
gross written premiums comprised property business. Consistent
with our focus on shorter tail casualty lines, we believe that
the inherent short tail property business presents less rating
and reserving risk. Our property business represents classes of
business that were chronically under-priced by the standard
market admitted insurers in the late 1990s and have since been
pushed to the excess and surplus lines market. These classes
include apartments, commercial buildings and low value dwellings.
Our commercial property lines provide coverage limits of up to
$30.0 million, but the majority of our written premiums in
2006 were written at limits of less than $2.0 million.
Through the use of treaty, automatic facultative and certificate
facultative reinsurance, we retain the first $500,000 of each
individual loss for the current accident year.
Package Business. We write commercial
multi-peril policies that provide our insureds with commercial
property and general liability coverages bundled together as a
package. The targeted classes, limits and pricing on
these policies are the same as if written separately.
Other (Including Exited Lines). We write a
limited amount of landfill and specialty surety bond business on
a direct and assumed basis. We continue to write surety business
in order to maintain our U.S. Treasury Listing. We do not
expect our surety segment to exceed 5% of our total gross
written premium. Our exited lines include commercial
automobile/trucking that was exited in May 2000 and
workers compensation that was exited in January 2002.
Geographic
Distribution
The following table sets forth the geographic distribution of
our gross written premiums for the periods indicated:
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Years Ended December 31,
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2006
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2005
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2004
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(In thousands)
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Midwest
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$
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44,171
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15.6
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%
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$
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36,826
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17.0
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%
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$
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38,458
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20.1
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%
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Southeast
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84,310
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29.8
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56,348
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26.1
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51,841
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27.1
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Southwest
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47,071
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16.6
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34,650
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16.0
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34,916
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18.2
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West
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87,935
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31.1
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76,196
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35.2
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61,062
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31.9
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Northeast
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14,973
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5.3
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8,933
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4.1
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5,128
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2.7
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Assumed Reinsurance
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4,576
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1.6
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3,211
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1.6
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Total
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$
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283,036
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100.0
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%
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$
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216,164
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100.0
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%
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$
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191,405
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100.0
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%
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We attempt to minimize catastrophic risk by diversifying in
different geographical regions. Our primary catastrophic risk is
structural property exposures as a result of fire following an
earthquake, hurricanes, tornados, hail storms, winter storms and
freezing. We maintain property catastrophe coverage by
evaluating the probable
7
maximum loss using a catastrophe exposure model developed by
independent experts. We do not write wind coverage on fixed
properties in Florida or within two counties of the Gulf of
Mexico and the eastern seaboard states.
Underwriting
and Pricing
We underwrite our commercial property/casualty business on a
binding authority and brokerage basis.
Binding Authority. Binding authority business
represents risks that may be quoted and bound with a policy
subsequently issued on our behalf by our general agents. This
business is produced in accordance with specific and detailed
rules set forth in our Electronic Underwriting Manual
(EUM) that is provided to our general agents. In
addition to our EUM, in April of 2006, we released Century On
Line, a web based rating and quoting tool. This tool gives
agents the ability to rate and quote a policy using the same
rates that are in our EUM. There are limited classes and no
premium credits available to the general agency underwriter. We
monitor the classes of business subject to agents binding
authority, considering market conditions, competition,
underwriting results and other factors and we frequently change
these guidelines by amending our EUM.
Our EUM provides that some prospective insureds must be
submitted to our underwriters for specific approval prior to the
agent quoting or binding the risk. The most frequent reason for
this specific approval requirement is the size of the risk
involved. Any prospective property risk with a total insured
value (TIV) over $1.0 million is automatically
required to be submitted for approval prior to binding.
Similarly, any prospective casualty risk with a premium of
$35,000 or greater is required to be submitted for approval
prior to binding.
The economics of the binding business are generally different
than those of the brokerage business. The binding business is
characterized by small, independently owned, single location
businesses that have been denied coverage by the standard
market. Due to their size, retail agents find it difficult for a
standard carrier to accept the account on an exception basis,
often nearly running out of time to provide the insured with
coverage before the current policy expires. For this reason, it
is important to provide binding authority, for the less
difficult classes of business, in order to take full advantage
in terms of rate and form that also allows fast and reliable
service that the insured demands. Further, because the binding
business is less likely than the brokerage business to be
shopped at renewal, it is more persistent from year
to year, therefore, being somewhat resistant to a softening
market.
Binding authority business accounted for 58.8% of our total core
property/casualty gross written premiums for the year ended
December 31, 2006. Our EUM outlines our risk eligibility,
pricing, underwriting guidelines and policy issuance
instructions. We monitor the underwriting quality of our
business by re-underwriting each piece of business produced by
our general agents in accordance with their underwriting
authority.
Brokerage Business. Brokerage business
represents risks that exceed the limits of underwriting
authority that we are willing to grant to our general agents.
Many of our brokerage accounts are classes of insurance that are
not permitted to be written at all by our general agents
pursuant to their binding authority. However, most of our
brokerage business is produced on risks that produce individual
TIV or premium above levels we believe prudent to allow for
agency binding and issuance authority. Generally, any property
risk with a TIV over $1,500,000 is automatically classified as a
brokerage account. For casualty business, the threshold is
$35,000 in premium. If there is a package policy where either
the property or casualty portion is indicated as a brokerage
account, the entire account is classified as brokerage business.
Commissions on brokerage policies are generally 3.5% lower than
on binding contracts. Brokerage business accounted for
approximately 41.2% of our total core property/casualty gross
written premiums for the year ended December 31, 2006.
Pricing. In the commercial property and
casualty market, the rates and terms of coverage provided by
property and casualty insurance carriers are frequently based on
benchmarks and forms promulgated by the Insurance Services
Office, also known as ISO. ISO makes available to its members
advisory rating, statistical and actuarial services, policy
language and other related services. ISO currently provides
these services to more than 1,500 property and casualty
insurance companies in the United States. One of the services
that ISO provides is an actuarial-based estimate of the expected
loss cost for risks in each of approximately 1,000 risk
classifications. These benchmark loss costs reflect an analysis
of the loss and allocated loss adjustment expenses on claims
reported to ISO. ISO statistics, however, include only claims
and policy information reported to ISO, and therefore do not
reflect all of the loss experience for each class.
8
We primarily use ISO loss costs as the foundation for
establishing our rates for all casualty lines of business. We
then develop loss cost multipliers, or
LCMs, which are designed to support our operating
expenses, acquisition expenses and targeted return on equity. We
multiply our LCMs by ISO loss costs to produce our final rates.
On our property business, we employ a proprietary class rating
matrix that employs a series of ISO commercial fire rating
schedule-based charges determined by construction, occupancy,
protection and geographical concerns. We also employ minimum
premiums based on the limit and coverage provided that can only
increase the effective rate. Our final rates are regionalized to
incorporate variables such as historic loss experience, the
types and lines of business written, competition and state
regulatory considerations. For business that we write on an
admitted, or licensed basis, we must obtain advance regulatory
approval of rates in a number of states. All agency underwritten
business is re-underwritten by our binding unit to check for
mistakes or other results that may be inconsistent with the
rates set forth in our EUM.
Marketing
and Distribution
As of December 31, 2006, we marketed our products through
127 agents, including 99 agents with binding authority. These
agents maintain 213 offices in 42 states. This wholesale
general agency force makes our products available to licensed
retail agencies throughout the United States. We believe that
our distribution network enables us to efficiently access, at a
relatively low fixed cost, the numerous small markets our
product offerings target. These general agents and their retail
insurance agents and brokers have local market knowledge and
expertise that enable us to more effectively access these
markets. We generally confine our general agents marketing
territory to three or fewer states.
We strive to preserve each general agents franchise value
with us in that general agents marketing territory. We
seek to increase our written premiums with these general agents
and to develop long-term, profitable relationships by providing
a high level of service and support. For example, we try to
respond to our general agents requests for quotes on their
proposals within 48 hours. We believe that the performance
of the business that we ultimately write is measurably improved
when produced by general agents who have increased familiarity
and experience with our underwriting requirements.
Claims
Management and Administration
Our approach to claims management is to:
|
|
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|
|
control loss and expenses through prompt investigation, accurate
coverage determination, early evaluation, close supervision of
outside service providers and early resolution of all reported
claims;
|
|
|
|
provide a high level of service and support to agents and
insureds throughout the claims process; and
|
|
|
|
provide information and intelligence to our underwriters and
actuaries about changes in individual risk exposures and trends
in claims and the law that affect our overall risk exposure.
|
Our claims staff handles almost all claims under our policies.
Outside service providers, like independent adjusters, third
part administrators and law firms, are utilized to provide
specific claims related services under the direction of our
claims staff. With rare exception, our general agents have no
authority to settle claims or otherwise exercise control over
the claims process. Our claims managers and staff oversee and
provide appropriate controls on all claims. Claims adjusters
have reserving authority based upon their skill levels and
experience. We have a regular, formal claims review process. All
changes in loss and loss expense reserves on all claims valued
greater than $25,000 are reviewed on a weekly basis by senior
claims and underwriting management and the President of Century.
Loss and
Loss Expense Reserves
We are liable for covered losses and incurred loss expenses
under the terms of the insurance policies that we write. In many
cases, several years may lapse between the occurrence of an
insured loss, the reporting of the loss to us and our settlement
of that loss. We reflect our liability for the ultimate payment
of all incurred losses and loss expenses by establishing loss
and loss expense reserves as balance sheet liabilities for both
reported and unreported
9
claims. We do not use discounting (recognition of the time value
of money) in reporting our estimated reserves for losses and
loss expenses.
When a claim is reported, our claim department establishes a
case reserve for the estimated probable ultimate cost to resolve
a claim as soon as sufficient information is available to
evaluate a claim. We open most claim files with a formula
reserve (a nominal fixed amount) for the type of claim
involved. We adjust the formula reserve to the probable ultimate
cost for that claim as soon as sufficient information is
available. It is our goal to reserve each claim at its probable
ultimate cost no later than 30 days on property claims or
90 days on casualty claims following receipt of the claim.
We adjust reserves as soon as possible when new information is
received that materially changes our evaluation of what we
believe we will ultimately pay. We reserve for the payments we
expect to make on the loss and for the allocated loss adjustment
expenses we expect to incur.
In addition to case reserves, we establish reserves on an
aggregate basis to provide for losses and loss expenses that
have been incurred but not reported, commonly referred to as
IBNR. Case reserves and IBNR comprise the total loss
and loss expense reserves.
Our internal actuaries apply multiple traditional actuarial
techniques to compute loss and loss expense reserve estimates
for claim liabilities other than construction defect. Each
individual technique produces a unique loss and loss expense
reserve estimate for the line being analyzed. The set of
techniques applied together produces a range of loss and loss
expense reserve estimates. From these estimates, the actuaries
form a best estimate which considers the assumptions and factors
discussed below that influence ultimate claim costs. For
construction defect claim liabilities, our internal actuaries
apply one actuarial technique, under various sets of
assumptions, which considers the factors that influence ultimate
claim costs as discussed below. The actuarial technique for
construction defect claims includes several variables relating
to the number of IBNR claims and the average cost per IBNR
claim. In addition to computing best estimate parameter values
for the actuarial projection, the actuaries also consider the
impact on resulting IBNR related to reasonably foreseeable
fluctuations in these variables.
The actuarial techniques for computing loss and loss expense
reserve estimates use the following factors, among others:
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our experience and the industrys experience;
|
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|
|
historical trends in reserving patterns and loss payments;
|
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|
|
the impact of claim inflation;
|
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|
|
the pending level of unpaid claims;
|
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|
|
the cost of claim settlements;
|
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|
|
the line of business mix; and
|
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|
|
the environment in which property and casualty insurance
companies operate.
|
Although many factors influence the actual cost of claims and
our corresponding reserve estimates, we do not measure and
estimate values for all of these variables individually. This is
due to the fact that many of the factors that are known to
impact the cost of claims cannot be measured directly, such as
the impact on claim costs due to economic inflation, coverage
interpretations and jury determinations. In most instances, we
rely on our historical experience or industry information to
estimate values for the variables that are explicitly used in
our reserve analysis. We assume that the historical effect of
these unmeasured factors, which is embedded in our experience or
industry experience, is representative of future effects of
these factors. Where we have reason to expect a change in the
effect of one of these factors, we perform analysis to quantify
the necessary adjustments.
We periodically review these estimates and, based on new
developments and information, we include adjustments of the
probable ultimate liability in operating results for the periods
in which the adjustments are made. In general, our initial
reserves are based upon the actuarial and underwriting data
utilized to set pricing levels and are reviewed as additional
information, including claims experience, becomes available. The
establishment of loss and loss expense reserves makes no
provision for the broadening of coverage by legislative action
or judicial interpretation or for the extraordinary future
emergence of new types of losses not sufficiently represented in
our
10
historical experience or which cannot yet be quantified. We
regularly analyze our reserves and review our pricing and
reserving methodologies so that future adjustments to prior year
reserves can be minimized. However, given the complexity of this
process, reserves will require continual updates and the
ultimate liability may be higher or lower than previously
indicated.
Our actuarial department included three credentialed actuaries
throughout most of 2006, and two credentialed actuaries as of
year end 2006. Each of these actuaries is a Fellow of the
Casualty Actuarial Society and Member of the American Academy of
Actuaries. The duties of the Actuarial Unit include:
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|
|
performing an actuarial analysis of loss and loss expense
reserves on a quarterly basis;
|
|
|
|
assisting our Underwriting Department in evaluating pricing
adequacy;
|
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|
assisting our Loss Reserve Committee, which includes our Senior
Vice President and Chief Actuary, President and Chief Executive
Officer of ProCentury, Senior Claims Officer, Senior
Underwriting Officer, Chief Financial Officer and Treasurer, and
President of Century, in establishing managements best
estimate of loss and loss expense reserves; and
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|
|
working with our independent external actuary in the year-end
loss and loss expense reserves statement of actuarial opinion
process.
|
Due to the inherent uncertainty in estimating reserves for
losses and loss expenses, there can be no assurance that the
ultimate liability will not exceed amounts reserved, with a
resulting adverse effect on our results of operations and
financial condition. Based on the current assumptions used in
calculating reserves, management believes our overall reserve
levels at December 31, 2006 make a reasonable provision for
our future obligations.
Activity in the liability for loss and loss expense reserves is
summarized as follows:
|
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|
|
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|
|
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|
|
|
|
|
|
Years Ended December 31,
|
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|
|
2006
|
|
|
2005
|
|
|
2004
|
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|
|
(In thousands)
|
|
|
Loss and loss expense reserves at
beginning of year, as reported
|
|
$
|
211,647
|
|
|
|
153,236
|
|
|
|
129,236
|
|
Less reinsurance recoverables on
unpaid losses at beginning of year
|
|
|
37,448
|
|
|
|
29,485
|
|
|
|
36,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and loss expense reserves
at beginning of year
|
|
|
174,199
|
|
|
|
123,751
|
|
|
|
92,497
|
|
Provision for loss and loss
expense incurred for claims related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
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|
136,583
|
|
|
|
112,946
|
|
|
|
78,015
|
|
Prior years:
|
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|
|
|
|
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|
|
|
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|
|
Property/casualty:
|
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|
|
|
|
|
|
|
|
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|
|
Casualty
|
|
|
6,164
|
|
|
|
7,384
|
|
|
|
12,842
|
|
Property
|
|
|
(9,250
|
)
|
|
|
(2,388
|
)
|
|
|
(3,244
|
)
|
Other (including exited lines):
|
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|
|
|
|
|
|
|
|
|
|
|
Commercial automobile
|
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|
73
|
|
|
|
439
|
|
|
|
789
|
|
Workers compensation
|
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|
2,056
|
|
|
|
(35
|
)
|
|
|
664
|
|
Other
|
|
|
(146
|
)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total prior years
|
|
|
(1,103
|
)
|
|
|
5,400
|
|
|
|
11,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total incurred
|
|
|
135,480
|
|
|
|
118,346
|
|
|
|
89,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense payments for
claims related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
38,781
|
|
|
|
24,548
|
|
|
|
22,095
|
|
Prior years
|
|
|
56,330
|
|
|
|
43,350
|
|
|
|
35,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total paid
|
|
|
95,111
|
|
|
|
67,898
|
|
|
|
57,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and loss expense reserves
at end of year
|
|
|
214,568
|
|
|
|
174,199
|
|
|
|
123,751
|
|
Plus reinsurance recoverables on
unpaid losses at end of year
|
|
|
36,104
|
|
|
|
37,448
|
|
|
|
29,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense reserves at
end of year, as reported
|
|
$
|
250,672
|
|
|
|
211,647
|
|
|
|
153,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
An explanation of significant components of loss and loss
expense reserve development by segment (net of reinsurance,
unless otherwise indicated) follows.
Property/Casualty
Casualty. Our changes in the reserve estimates
related to prior accident years for the years ended
December 31, 2006, 2005 and 2004 for the casualty lines
resulted in increases in incurred losses and loss expenses of
$6.2 million, $7.4 million, and $12.8 million,
respectively. A significant portion of our casualty reserve
development relates to construction defect claims in certain
states. Starting with California in December 2000, we began to
exit contractors liability business written on an
occurrence form. By the end of the first quarter of 2001, we had
significantly reduced our contractors liability written on
an occurrence form underwriting in all states, and completely
eliminated contractors liability written on an occurrence
form in Arizona, California, Colorado, Hawaii, Louisiana,
Nevada, New Jersey, North Carolina, Oregon, South Carolina and
Washington. Reserves and claim frequency on this business may be
impacted by decisions by California and other states
courts affecting insurance law and tort law. They may also be
impacted by legislation enacted in California. This legislation
continues to impact claim severity and frequency assumptions
underlying our reserves. Accordingly, our ultimate liability may
exceed or be less than current estimates due to this variable,
among others.
During 2004, as a result of court decisions that further defined
the legal environment in California, we decided to enhance our
defense strategy for certain types of construction defect
claims. As a result, the Company revised its construction defect
defense team by retaining appellate and new trial counsel and
restaffing the in-house team responsible for management of the
litigation. Once the new legal teams were established late in
2004 and into 2005, it was determined that there were certain
cases that should be settled and the defense budgets for the
remaining cases had to be revised to reflect the added
resources, resulting in higher than expected loss and defense
costs in 2005. This strategy continued in 2006 and we incurred
additional legal expenses when litigation discovery procedures
yielded new information about the underlying claims. This new
information required a reassessment of expected settlements or
judgments and expenses on many suits that had been received in
prior years.
With this continued development related to our construction
defect claims in 2006 as well as a small amount of adverse
development on our non-construction defect casualty claims, our
internal actuaries continued to refine their actuarial reserving
techniques concerning the weighting of reserve indications and
supplemental information concerning claims severities. As a
result, our casualty reserves moved to a higher point in the
range of loss and loss expense reserve estimates. We also
recorded approximately $2.9 million of unfavorable
development during the year ended December 31, 2006 related
to estimated costs associated with possible reinsurance
collection issues on two separate casualty claims.
Property. Our change in estimates for the
years ended December 31, 2006, 2005, and 2004 for the
property lines resulted in decreases of $9.3 million,
$2.4 million and $3.2 million, respectively. These
amounts primarily relate to changes in the selected development
patterns on multiple accident years, as the number of claims and
claim severity were below expectations at December 31,
2006, 2005 and 2004.
Other
(Including Exited Lines)
We began writing commercial automobile/trucking coverage for
commercial vehicles and trucks in 1997. In 2000, we exited the
commercial automobile line of business due to unsatisfactory
underwriting results. Our net loss and loss expense reserves for
commercial automobile as of December 31, 2006 and 2005 were
$147,000 and $936,000, respectively.
We offered workers compensation coverage from 1997 through
January 2002. We exited this line of business beginning
January 1, 2002 due to unsatisfactory underwriting results
and the lack of availability of acceptable reinsurance. Until
July 2000, we purchased 100% quota share reinsurance on this
book of business. Beginning in 2000, we started to retain some
risk. No new policies have been written since the first quarter
of 2002. In 2006, we recorded approximately $2.9 million of
unfavorable development related to estimated costs associated
with reinsurance collection issues on our 1997 through 1999
workers compensation reinsurance treaties. Our net loss and loss
expense reserves for workers compensation as of
December 31, 2006 and 2005 were $3.2 million and
$2.7 million, respectively.
12
The table provided below presents the development of reserves,
net of reinsurance, from 1997 through 2006. The top line of the
table presents the reserves at the balance sheet date for each
of the periods indicated. This represents the estimated amounts
of loss and loss expenses for claims arising in the period that
were unpaid at the balance sheet date, including losses that had
been incurred but not yet reported to us. The upper portion of
the table presents the re-estimated amount of the previously
recorded reserves based on experience as of the end of each
succeeding period, including cumulative payments made since the
end of the respective period. The estimate changes as more
information becomes known about the payments, as well as the
frequency and severity of claims for individual periods.
Favorable loss development, shown as a cumulative redundancy in
the table, exists when the original reserve estimate is greater
than the re-estimated reserves. The lower portion of the table
presents the cumulative amounts paid as of the end of each
successive period with respect to those claims. Information with
respect to the cumulative development of gross reserves (that
is, without deduction for reinsurance ceded) also appears at the
bottom portion of the table.
In evaluating the information in the table provided below, note
that each amount entered incorporates the cumulative effects of
all changes in amounts entered for prior periods. The table does
not present accident or policy year development data. In
addition, conditions and trends that have affected the
development of liability in the past may not necessarily recur
in the future.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
|
1998
|
|
|
1999
|
|
|
2000
|
|
|
2001
|
|
|
|
(In thousands)
|
|
|
Net liability for losses and loss
expenses
|
|
$
|
39,644
|
|
|
|
42,262
|
|
|
|
46,649
|
|
|
|
44,915
|
|
|
|
48,944
|
|
Liability re-estimated as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
36,789
|
|
|
|
44,269
|
|
|
|
49,382
|
|
|
|
50,265
|
|
|
|
64,818
|
|
Two years later
|
|
|
38,022
|
|
|
|
45,006
|
|
|
|
52,390
|
|
|
|
66,745
|
|
|
|
86,480
|
|
Three years later
|
|
|
38,869
|
|
|
|
47,237
|
|
|
|
66,299
|
|
|
|
84,178
|
|
|
|
98,983
|
|
Four years later
|
|
|
40,234
|
|
|
|
58,059
|
|
|
|
77,477
|
|
|
|
94,930
|
|
|
|
104,975
|
|
Five years later
|
|
|
52,448
|
|
|
|
65,977
|
|
|
|
84,861
|
|
|
|
100,422
|
|
|
|
113,125
|
|
Six years later
|
|
|
59,130
|
|
|
|
72,691
|
|
|
|
88,590
|
|
|
|
107,588
|
|
|
|
|
|
Seven years later
|
|
|
63,389
|
|
|
|
76,396
|
|
|
|
94,235
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
|
66,942
|
|
|
|
81,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
|
70,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cumulative redundancy
(deficiency)
|
|
|
(30,971
|
)
|
|
|
(39,683
|
)
|
|
|
(47,586
|
)
|
|
|
(62,673
|
)
|
|
|
(64,181
|
)
|
Cumulative amount of net liability
paid as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
12,042
|
|
|
|
14,221
|
|
|
|
18,741
|
|
|
|
19,047
|
|
|
|
24,805
|
|
Two years later
|
|
|
21,304
|
|
|
|
25,237
|
|
|
|
31,444
|
|
|
|
37,562
|
|
|
|
46,413
|
|
Three years later
|
|
|
28,707
|
|
|
|
33,559
|
|
|
|
45,199
|
|
|
|
54,598
|
|
|
|
65,472
|
|
Four years later
|
|
|
33,508
|
|
|
|
42,754
|
|
|
|
55,536
|
|
|
|
68,806
|
|
|
|
78,143
|
|
Five years later
|
|
|
40,788
|
|
|
|
49,406
|
|
|
|
65,559
|
|
|
|
78,743
|
|
|
|
89,339
|
|
Six years later
|
|
|
45,935
|
|
|
|
57,133
|
|
|
|
72,538
|
|
|
|
89,005
|
|
|
|
|
|
Seven years later
|
|
|
51,349
|
|
|
|
63,589
|
|
|
|
79,311
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
|
57,283
|
|
|
|
69,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
|
61,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross liability end of
year
|
|
|
45,608
|
|
|
|
55,844
|
|
|
|
76,357
|
|
|
|
84,974
|
|
|
|
94,146
|
|
Reinsurance recoverable on unpaid
losses
|
|
|
5,964
|
|
|
|
13,582
|
|
|
|
29,708
|
|
|
|
40,059
|
|
|
|
45,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liability end of
year
|
|
|
39,644
|
|
|
|
42,262
|
|
|
|
46,649
|
|
|
|
44,915
|
|
|
|
48,944
|
|
Gross liability
re-estimated latest
|
|
|
84,471
|
|
|
|
93,522
|
|
|
|
132,500
|
|
|
|
152,886
|
|
|
|
150,149
|
|
Reinsurance recoverable on unpaid
losses re-estimated latest
|
|
|
13,856
|
|
|
|
11,577
|
|
|
|
38,265
|
|
|
|
45,298
|
|
|
|
37,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liability
re-estimated latest
|
|
|
70,615
|
|
|
|
81,945
|
|
|
|
94,235
|
|
|
|
107,588
|
|
|
|
113,125
|
|
Gross cumulative redundance
(deficiency)
|
|
$
|
(38,863
|
)
|
|
|
(37,678
|
)
|
|
|
(56,143
|
)
|
|
|
(67,912
|
)
|
|
|
(56,003
|
)
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Net liability for losses and loss
expenses
|
|
$
|
59,002
|
|
|
|
92,497
|
|
|
|
123,763
|
|
|
|
174,199
|
|
|
|
214,568
|
|
Liability re-estimated as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
86,045
|
|
|
|
103,548
|
|
|
|
129,163
|
|
|
|
173,096
|
|
|
|
|
|
Two years later
|
|
|
101,553
|
|
|
|
111,189
|
|
|
|
137,927
|
|
|
|
|
|
|
|
|
|
Three years later
|
|
|
109,802
|
|
|
|
122,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
|
119,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cumulative redundancy
(deficiency)
|
|
|
(60,976
|
)
|
|
|
(29,970
|
)
|
|
|
(14,164
|
)
|
|
|
1,103
|
|
|
|
|
|
Cumulative amount of net liability
paid as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
30,585
|
|
|
|
35,717
|
|
|
|
43,363
|
|
|
|
56,330
|
|
|
|
|
|
Two years later
|
|
|
56,457
|
|
|
|
62,569
|
|
|
|
75,106
|
|
|
|
|
|
|
|
|
|
Three years later
|
|
|
76,414
|
|
|
|
84,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
|
90,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross liability end of
year
|
|
|
91,011
|
|
|
|
129,558
|
|
|
|
153,236
|
|
|
|
211,647
|
|
|
|
250,672
|
|
Reinsurance recoverable on unpaid
losses
|
|
|
32,009
|
|
|
|
37,061
|
|
|
|
29,485
|
|
|
|
37,448
|
|
|
|
36,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liability end of
year
|
|
|
59,002
|
|
|
|
92,497
|
|
|
|
123,751
|
|
|
|
174,199
|
|
|
|
214,568
|
|
Gross liability
re-estimated latest
|
|
|
154,191
|
|
|
|
147,091
|
|
|
|
171,159
|
|
|
|
207,866
|
|
|
|
|
|
Reinsurance recoverable on unpaid
losses re-estimated latest
|
|
|
34,213
|
|
|
|
24,624
|
|
|
|
33,232
|
|
|
|
34,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liability
re-estimated latest
|
|
|
119,978
|
|
|
|
122,467
|
|
|
|
137,927
|
|
|
|
173,096
|
|
|
|
|
|
Gross cumulative redundance
(deficiency)
|
|
$
|
(63,180
|
)
|
|
|
(17,533
|
)
|
|
|
(17,923
|
)
|
|
|
3,781
|
|
|
|
|
|
|
|
|
(1) |
|
For calendar years and diagonals between 1997 and 2003, the
amounts have been restated to remove the net effects of the
discontinued operations (i.e. the net surety business). |
|
(2) |
|
In 2004, we entered in a loss portfolio transfer agreement with
Evergreen and Continental whereby we assumed all of Evergreen
and Continentals business excluding surety and assumed
workers compensation. Evergreen and Continental were
spun-off to our class A shareholders in 2004 and are,
therefore, no longer our subsidiaries. Therefore, for years
prior to 2004 gross reserves include our gross reserves for all
lines excluding surety (including the gross reserves for
Evergreen and Continental) and the 2004 year and the gross
liability re-estimated latest excludes the gross
reserves for Evergreen and Continental and includes the
assumption of the net business of Evergreen and Continental. In
addition, due to the above transactions in 2004, the gross
cumulative redundancy (deficiency) includes the effects of
eliminating Evergreen and Continentals gross reserves and
the assumption of Evergreen and Continentals net reserves
(excluding surety). Therefore, while the trend of the gross
cumulative redundancy (deficiency) remains, the results may not
represent the actual redundancy or deficiency of our gross
reserves. |
14
Reinsurance
We purchase reinsurance to reduce our exposure to liability on
individual risks and claims and to protect against catastrophic
losses. Reinsurance involves an insurance company transferring,
or ceding, a portion of its exposure on a risk to
another insurer, the reinsurer. The reinsurer assumes the
exposure in return for a portion of the premium. The ceding of
liability to a reinsurer does not legally discharge the primary
insurer from its liability for the full amount of the policies
on which it obtains reinsurance. The primary insurer remains
liable for the entire loss if the reinsurer fails to meet its
obligations under the reinsurance agreement.
In formulating our reinsurance programs, we are selective in our
choice of reinsurers and consider numerous factors, the most
important of which are the financial stability of the reinsurer,
its history of responding to claims and its overall reputation.
In an effort to minimize our exposure to the insolvency of our
reinsurers, we evaluate the acceptability and review the
financial condition of each reinsurer annually. Generally we use
only those reinsurers that have an A.M. Best rating of
A− (excellent) or better and that have at
least $500 million in policyholders surplus, or
Lloyds of London syndicates that have an A.M. Best rating
of A− (excellent) or better. In the event that
a reinsurers policyholders surplus falls below
$500 million or the A.M. Best rating falls below an
A−, we will attempt to replace the reinsurer
with a reinsurer that fits our criteria, or we will try to
commute the contract. Retention levels are reviewed each year to
maintain a balance between the growth in surplus and the cost of
reinsurance.
The following is a summary of our 2007 and 2006 multiple-line
excess of loss reinsurance treaty:
|
|
|
|
|
|
|
|
|
Reinsurance Coverage/Company
|
Line of Business
|
|
Company Policy Limit
|
|
Retention
|
|
Property
|
|
Up to $12.5 million per risk
|
|
We retain the first
$500,000 per risk and reinsure all losses in excess of
$500,000 up to $12.5 million per risk through treaty and
automatic facultative agreements. Additional certificate
facultative coverage is available for risks exceeding $12.5
million.
|
Casualty primary
|
|
$1.0 million per occurrence
|
|
We retain the first $500,000 per
occurrence. In addition, we share on a quota share basis 50% of
any per occurrence loss greater than $500,000 but less than
$1.0 million.
|
Casualty excess and
umbrella
|
|
Up to $5.0 million per
occurrence in excess of the $1.0 million primary policy
|
|
We retain 10% of the first $1.0
million per occurrence and we reinsure 100% of any per
occurrence loss greater than $1.0 million but less than
$4.0 million.
|
Terrorism aggregate
excess of loss
|
|
Insurer deductible as defined in
Section 102 for the Terrorism Risk Insurance Act of 2002
and amended by the Terrorism Risk Insurance Extension Act of 2005
|
|
For 2006, we retain the first $4.0
million per occurrence and reinsure any per occurrence loss
greater than $4.0 million but less than $28 million. For
2007, we retain the first $8.0 million per occurrence and
reinsure any per occurrence loss greater than $8.0 million but
less than $20 million.
|
Since 2004, we have maintained casualty clash
coverage of $19.0 million in excess of $1.0 million to
cover exposures such as extra-contractual obligations, losses in
excess of policy limits and exposure to a larger single loss
than intended due to losses incurred under two or more coverages
or policies for the same event.
15
Since 2005, we maintained property catastrophe coverage of 95.0%
of the $16.0 million layer above $4.0 million of
cumulative net property retentions. We annually evaluate the
probable maximum loss using a catastrophe exposure model
developed by independent experts. The most recent model suggests
we are insured for a 250 year catastrophic event. Our
primary catastrophic risk is structural property exposures as a
result of fire following an earthquake, hurricanes, tornados,
hail storms, winter storms, and freezing. We do not write wind
coverage on fixed properties in Florida or within two counties
of the Gulf of Mexico and the eastern seaboard states.
We purchased Terrorism Aggregate Excess of Loss reinsurance
coverage effective February 1, 2006 to reduce our retention
under the Insurer Deductible as defined in
Section 102 of the Terrorism Risk Insurance Act of 2002 and
as amended by the Terrorism Risk Insurance Extension Act of 2005
(collectively called the Act). In 2006, we retained
and are liable for $4 million of our aggregate ultimate net
loss arising out of all insured losses, as defined by the Act,
for the term of the contract. The reinsurer is then liable for
the amount by which such aggregate ultimate net loss exceeds our
retention, but the liability of the reinsurer will not exceed
$28 million for the term of the contract. In 2007, we will
retain and be liable for $8 million of our aggregate
ultimate net loss arising out of all insured losses, as defined
by the Act, for the term of the contract. The reinsurer will
then be liable for the amount by which such aggregate ultimate
net loss exceeds our retention, but the liability of the
reinsurer will not exceeds $20 million for the term of the
contract.
The following is a summary of our top ten reinsurers, based on
net amount recoverable, as of December 31, 2006:
|
|
|
|
|
|
|
|
|
A.M. Best
|
|
Net Amount
|
|
|
|
Rating
|
|
Recoverable
|
|
Reinsurer
|
|
As of December 31, 2006
|
|
|
|
(In thousands)
|
|
|
Ace Property and Casualty
|
|
A +
|
|
$
|
11,260
|
|
Swiss Reinsurance America
Corporation
|
|
A +
|
|
|
10,548
|
|
Hannover
Ruckvesicherungs-Aktiengeselischaft
|
|
A
|
|
|
6,760
|
|
Munich Reinsurance America
|
|
A
|
|
|
3,630
|
|
Berkley Insurance Company
|
|
A
|
|
|
3,351
|
|
General Reinsurance Corporation
|
|
A ++
|
|
|
2,633
|
|
Gerling Global Reinsurance
Corporation(1)
|
|
NR 3
|
|
|
1,324
|
|
Evergreen National Indemnity
Company
|
|
A −
|
|
|
1,141
|
|
SCOR Reinsurance Company
|
|
A −
|
|
|
1,055
|
|
Folksamerica Reinsurance Company
|
|
A −
|
|
|
967
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
42,669
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
We are closely monitoring the financial status of Gerling Global
Reinsurance Corporation (which is not rated as it is no longer
accepting new business). |
The reinsurance market has changed dramatically over the past
few years as a result of inadequate pricing, poor underwriting
and the significant losses incurred in conjunction with the
terrorist attacks on September 11, 2001 and the
2004/2005
hurricane seasons. As a result, reinsurers have exited some
lines of business, reduced available capacity and implemented
provisions in their contracts designed to reduce their exposure
to loss. The market improved throughout 2006 due to a moderate
hurricane season.
Investment
Portfolio
Our investment strategy is designed to capitalize on our ability
to generate positive cash flow from our underwriting activities.
Preservation of capital is our first priority, with a secondary
focus on maximizing appropriate risk adjusted returns. We seek
to maintain sufficient liquidity from operations, investing and
financing activities to meet our anticipated insurance
obligations and operating and capital expenditure needs. The
majority of our fixed-maturity portfolio is rated investment
grade to mitigate our exposure to credit risk. Our investment
portfolio is managed by two outside independent investment
managers and one related party investment manager,
16
all which operate under investment guidelines approved by our
investment committee. Our investment committee meets at least
quarterly and reports to our insurance subsidiaries board
of directors. In addition, we employ stringent diversification
rules and balance our investment credit risk and related
underwriting risks to minimize total potential exposure to any
one security. In limited circumstances, we will invest in
non-investment grade fixed maturity securities that have an
appropriate risk adjusted return, subject to satisfactory credit
analysis performed by us and our investment managers.
Our cash and investment portfolio totaled $436.1 million as
of December 31, 2006 and is summarized by type of
investment as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
Amount
|
|
|
Portfolio
|
|
|
|
(Dollars in thousands)
|
|
|
Fixed-maturity:
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
|
|
$
|
3,675
|
|
|
|
0.8
|
%
|
Agencies not backed by the full
faith and credit by the U.S. Government
|
|
|
14,561
|
|
|
|
3.4
|
|
Corporate securities
|
|
|
34,453
|
|
|
|
7.9
|
|
Mortgage-backed securities
|
|
|
58,525
|
|
|
|
13.4
|
|
Asset-backed securities
|
|
|
48,675
|
|
|
|
11.2
|
|
Collateralized mortgage obligations
|
|
|
49,016
|
|
|
|
11.2
|
|
Obligations of states and
political subdivisions
|
|
|
150,631
|
|
|
|
34.5
|
|
|
|
|
|
|
|
|
|
|
Total fixed-maturity
|
|
|
359,536
|
|
|
|
82.4
|
|
|
|
|
|
|
|
|
|
|
Cash and short-term investments
|
|
|
33,583
|
|
|
|
7.7
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
Bond mutual funds
|
|
|
14,755
|
|
|
|
3.4
|
|
Preferred shares
|
|
|
25,119
|
|
|
|
5.8
|
|
Common shares
|
|
|
3,069
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
|
42,943
|
|
|
|
9.9
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
436,062
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Competition
The property and casualty insurance industry is highly
competitive. We compete with domestic and international
insurers, many of which have greater financial, marketing and
management resources and experience than we do. We also may
compete with new market entrants in the future. Competition is
based on many factors, including the perceived market strength
of the insurer, pricing and other terms and conditions, services
provided, the speed of claims payment, the reputation and
experience of the insurer and ratings assigned by independent
rating organizations such as A.M. Best. Century and PIC
have a pooled rating from A.M. Best of A−
(excellent). Ratings for an insurance company are based on its
ability to pay policyholder obligations and are not directed
toward the protection of investors.
Today our primary competitors are Nationwide Mutual Insurance
Company (Scottsdale Insurance), Markel Corporation (Essex
Insurance Company), IFG Companies (Burlington Insurance Group),
W.R. Berkley Corporation (Nautilus Insurance Company), The
Argonaut Group (Colony Insurance Company), United American
Indemnity, LTD
(Penn-America
Insurance Company), James River Group, and RLI Corp. We
generally compete on the basis of service, as most market
competitors have maintained both pricing and underwriting
discipline.
Ratings
A.M. Best, which rates insurance companies based on factors
of concern to policyholders, issued a pooled rating of
A− (excellent) as its 2005 annual rating of
our property and casualty insurance subsidiaries. A.M. Best
assigns 16 ratings to insurance companies, which currently range
from A++ (superior) to F (in
liquidation). In
17
evaluating a companys financial and operating performance,
A.M. Best reviews the companys profitability,
leverage and liquidity, as well as its book of business, the
adequacy and soundness of its reinsurance, the quality and
estimated market value of its assets, the adequacy of its loss
and loss expense reserves, the adequacy of its surplus, its
capital structure, the experience and competence of its
management and its market presence. A.M. Bests
ratings reflect its opinion of an insurance companys
financial strength, operating performance and ability to meet
its obligations to policyholders and are not evaluations
directed to purchasers of an insurance companys securities.
Regulatory
Environment
Insurance Regulation. We are regulated by
insurance regulatory agencies in the states in which we conduct
business. State insurance regulations generally are designed to
protect the interests of policyholders, state insurance
consumers or claimants rather than shareholders or other
investors. The nature and extent of state regulation varies by
jurisdiction, and state insurance regulators generally have
broad administrative power relating to, among other matters,
setting capital and surplus requirements, licensing of insurers
and agents, establishing standards for reserve adequacy,
prescribing statutory accounting methods and the form and
content of statutory financial reports, regulating certain
transactions with affiliates, and prescribing the types and
amounts of investments.
Regulation of insurance companies constantly changes as
governmental agencies and legislatures react to real or
perceived issues. In recent years, the state insurance
regulatory framework has come under increased federal scrutiny,
and some state legislatures have considered or enacted laws that
alter and, in many cases, increase state authority to regulate
insurance companies and insurance holding company systems.
Further, the National Association of Insurance Commissioners
(NAIC) and some state insurance regulators are
re-examining existing laws and regulations specifically focusing
on issues relating to the solvency of insurance companies,
interpretations of existing laws and the development of new
laws. Although the federal government does not directly regulate
the business of insurance, federal initiatives often affect the
insurance industry in a variety of ways.
Required Licensing. In Ohio, Arizona, Indiana,
West Virginia and Wisconsin, Century operates on an admitted, or
licensed, basis. In addition, PIC is admitted in Texas, its
state of domicile, and California, South Carolina, Oklahoma,
Arizona, Arkansas, Indiana, Kansas, Louisiana, Michigan,
Missouri, Nevada, New Mexico, North Dakota, Oregon, Utah and
West Virginia. Each of Centurys and PICs licenses in
these states are in good standing as of December 31, 2006.
Insurance licenses are issued by state insurance regulators upon
application and may be of perpetual duration or may require
periodic renewal. We must apply for and obtain appropriate new
licenses before we can expand into a new state on an admitted
basis or offer new lines of insurance that require separate or
additional licensing.
In most states, Century operates on a surplus lines basis. While
Century does not have to apply for and maintain a license in
those states, it is subject to maintaining suitability standards
or approval under each particular states surplus lines
laws to be included as an approved carrier. Century maintains
surplus lines approvals in all states except where it is
admitted, as identified above, and Massachusetts and Rhode
Island. In states in which it operates on a surplus lines basis,
Century has freedom of rate and form on the majority of its
business. This means that Century can implement a change in
policy form, underwriting guidelines, or rates for a product on
an immediate basis. PIC is authorized to operate on a surplus
line basis in Ohio.
Insurers operating on an admitted basis must file premium rate
schedules and policy or coverage forms for review and approval
by the insurance regulators. In many states, rates and policy
forms must be approved prior to use, and insurance regulators
have broad discretion in judging whether an insurers rates
are adequate, not excessive and not unfairly discriminatory.
Insurance Holding Company Regulation. We
operate as an insurance holding company system and are subject
to regulation in the jurisdictions in which we conduct business.
These regulations require that each insurance company in the
system register with the insurance department of its state of
domicile and furnish information concerning the operations of
companies within the holding company system that may materially
affect the operations, management or financial condition of the
insurers within the system domiciled in that state. The
insurance laws similarly provide that all transactions among
members of a holding company system must be fair and reasonable.
Transactions between insurance subsidiaries and their parents
and affiliates generally must be disclosed to the state
regulators, and prior approval of the applicable state insurance
regulator generally is required
18
for any material or extraordinary transaction. In addition, a
change of control of a domestic insurer or of any controlling
person requires the prior approval of the state insurance
regulator. Generally, any person who acquires 10% or more of the
outstanding voting securities of the insurer or its parent
company is presumed to have acquired control of the domestic
insurer. Since August 2005, one investor beneficially has owned
more than 10% of our outstanding common shares. According to the
Schedule 13G filed by the investor with the
U.S. Securities and Exchange Commission, the ProCentury
common shares are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer
of the securities. Based on the information contained in the
Schedule 13G, a change of control was deemed not to have
occurred and a disclaimer of affiliation was filed, as
contemplated under applicable state statutes, with the
appropriate state insurance regulators to disclose the
information about the shares being held and the basis for
disclaiming the affiliation.
Restrictions on Paying Dividends. ProCentury
is a holding company with no business operations of its own.
Consequently, our ability to pay dividends to shareholders and
meet debt payment obligations is largely dependent on dividends
and other distributions from Century. State insurance law
restricts the ability of Century to declare shareholder
dividends. State insurance regulators require insurance
companies to maintain specified levels of statutory capital and
surplus. The amount of an insurers surplus following
payment of any dividends must be reasonable in relation to the
insurers outstanding liabilities and adequate to meet its
financial needs. Further, prior approval from the Ohio
Department of Insurance generally is required in order for
Century to declare and pay extraordinary dividends.
An extraordinary dividend is defined as any dividend or
distribution that, together with other distributions made within
the preceding 12 months, exceeds the greater of 10% of the
insurers surplus as of the preceding December 31, or
the insurers net income for the 12 month period
ending the preceding December 31, in each case determined
in accordance with statutory accounting practices. Using these
criteria, the available ordinary dividend available to be paid
from Century to ProCentury during 2007 is $18.4 million.
The ordinary dividend available to be paid from PIC to Century
during 2007 is $1.6 million. State insurance regulatory
authorities that have jurisdiction over the payment of dividends
by our insurance subsidiaries may in the future adopt statutory
provisions more restrictive than those currently in effect.
Guaranty Funds. Under state insurance guaranty
fund laws, insurers doing business on an admitted basis in a
state can be assessed for certain obligations of insolvent
insurance companies to policyholders and claimants. Maximum
contributions required by law in any one year vary between 1%
and 2% of annual premiums written in that state. In most states,
guaranty fund assessments are recoverable either through future
policy surcharges or offsets to state premium tax liability.
Except for New Jersey, the business that is written on a surplus
line basis is not subject to state guaranty fund assessments.
Investment Regulation. Our insurance
subsidiaries are subject to state law which requires
diversification of its investment portfolio and limits the
amount of investments in certain categories. Failure to comply
with these laws and regulations would cause non-conforming
investments to be treated as non-admitted assets in the states
in which we are licensed to sell insurance policies for purposes
of measuring statutory surplus and, in some instances, would
require us to sell those investments.
Restrictions on Cancellation, Non-Renewal or
Withdrawal. Many states have laws and regulations
that limit the ability of an insurance company licensed by that
state to exit a market. For example, certain states limit an
automobile insurers ability to cancel or not renew
policies. Some states prohibit an insurer from withdrawing one
or more lines of business from the state, except pursuant to a
plan approved by the state insurance regulator, which may
disapprove a plan that may lead to market disruption.
Increasingly, state statutes, explicitly or by interpretation,
apply these restrictions to insurers operating on a surplus line
basis.
Licensing of Our Employees and Adjustors. In
certain states in which we operate, insurance claims adjusters
are required to be licensed and some must fulfill annual
continuing education requirements. In most instances, our
employees who are negotiating coverage terms are underwriters
and employees of the company and are not required to be licensed
agents. Approximately thirty of our employees currently maintain
requisite licenses for these activities in most states in which
we conduct business.
Privacy Regulations. In 1999, the United
States Congress enacted the Gramm-Leach-Bliley Act, which, among
other things, protects consumers from the unauthorized
dissemination of certain personal information.
19
Subsequently, a majority of states have implemented additional
regulations to address privacy issues. These laws and
regulations apply to all financial institutions, including
insurance and finance companies, and require us to maintain
appropriate procedures for managing and protecting certain
personal information of our customers and to fully disclose our
privacy practices to our customers. We may also be exposed to
future privacy laws and regulations, which could impose
additional costs and impact our results of operations or
financial condition. A NAIC initiative that impacted the
insurance industry in 2001 was the adoption in 2000 of the
Privacy of Consumer Financial and Health Information Model
Regulation, which assisted states in promulgating regulations to
comply with the Gramm-Leach-Bliley Act. In 2002, to further
facilitate the implementation of the Gramm-Leach-Bliley Act, the
NAIC adopted the Standards for Safeguarding Customer Information
Model Regulation. Several states have now adopted similar
provisions regarding the safeguarding of customer information.
We have adopted a privacy policy for safeguarding customer
information and our insurance subsidiaries follow procedures
pertaining to applicable customers to comply with the
Gramm-Leach-Bliley related privacy requirements.
Trade Practices. The manner in which insurance
companies and insurance agents conduct the business of insurance
is regulated by state statutes in an effort to prohibit
practices that constitute unfair methods of competition or
unfair or deceptive acts or practices. Prohibited practices
include, but are not limited to, disseminating false information
or advertising; unfair discrimination, rebating, and false
statements. We set business conduct policies and provide regular
training to make our employee-agents and other sales personnel
aware of these prohibitions, and we require them to conduct
their activities in compliance with these statutes.
Unfair Claims Practices. Generally, insurance
companies, adjusting companies and individual claims adjusters
are prohibited by state statutes from engaging in unfair claims
practices. Unfair claims practices include, but are not limited
to, knowingly misrepresenting pertinent facts or insurance
policy provisions; failing to acknowledge and act reasonably
promptly upon communications with respect to claims arising
under insurance policies; and failing to attempt in good faith
to effectuate fair and equitable settlement of claims submitted
in which liability has become reasonably clear. We set business
conduct policies and conduct regular training to make our
employee-adjusters and other claims personnel aware of these
prohibitions, and we require them to conduct their activities in
compliance with these statutes.
Quarterly and Annual Financial Reporting. We
are required to file quarterly and annual financial reports with
state insurance regulators utilizing statutory accounting
practices (SAP) rather than generally accepted
accounting principles (GAAP). In keeping with the
intent to assure policyholder protection, SAP financial reports
generally are based on a liquidation concept. For a summary of
the significant differences for our insurance subsidiaries
between statutory accounting practices and GAAP, see
Note 11 to our audited consolidated financial statements
included in this report.
Periodic Financial and Market Conduct
Examinations. The Ohio Department of Insurance
and Texas Department of Insurance conduct
on-site
visits and examinations our insurance subsidiaries
affairs, including their financial condition and their
relationships and transactions with affiliates, every three to
five years, and may conduct special or target examinations to
address particular concerns or issues at any time. Insurance
regulators of other states in which we do business may also
conduct examinations. The results of these examinations can give
rise to regulatory orders requiring remedial, injunctive or
other corrective action.
Risk-Based Capital. Risk-Based Capital
(RBC) requirements laws are designed to assess the
minimum amount of capital that an insurance company needs to
support its overall business operations and to ensure that it
has an acceptably low expectation of becoming financially
impaired. Regulators use RBC to set capital requirements
considering the size and degree of risk taken by the insurer and
taking into account various risk factors including asset risk,
credit risk, underwriting risk and interest rate risk. As the
ratio of an insurers total adjusted capital and surplus
decreases relative to its risk-based capital, the RBC laws
provide for increasing levels of regulatory intervention
culminating with mandatory control of the operations of the
insurer by the domiciliary insurance department at the so-called
mandatory control level. At December 31, 2006, both Century
and PIC maintained an RBC level in excess of an amount that
would require any corrective actions on our part.
IRIS Ratios. The NAIC Insurance Regulatory
Information System or IRIS is part of a collection of analytical
tools designed to provide state insurance regulators with an
integrated approach to screening and analyzing the financial
condition of insurance companies operating in their respective
states. IRIS is intended to assist state
20
insurance regulators in targeting resources to those insurers in
greatest need of regulatory attention. IRIS consists of two
phases: statistical and analytical. In the statistical phase,
the NAIC database generates key financial ratio results based on
financial information obtained from insurers annual
statutory statements. The analytical phase is a review of the
annual statements, financial ratios and other automated solvency
tools. The primary goal of the analytical phase is to identify
companies that appear to require immediate regulatory attention.
A ratio result falling outside the usual range of IRIS ratios is
not considered a failing result; rather, unusual values are
viewed as part of the regulatory early monitoring system.
Furthermore, in some years, it may not be unusual for
financially sound companies to have several ratios with results
outside the usual ranges. An insurance company may fall out of
the usual range for one or more ratios because of specific
transactions that are in themselves immaterial.
As of December 31, 2006, Century had no IRIS ratios outside
the usual range and PIC had three IRIS ratios outside the usual
range, as set forth in the following table:
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Company
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Ratio
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Usual Range
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Our Ratio
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PIC
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Change in Net Premiums Written
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33.0 - (33.0
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)
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999.0
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PIC
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Gross Change in Policyholders Surplus
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50.0 - (10.0
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)
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54.6
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PIC
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Liabilities to Liquid Assets
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105.0 - 0.0
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161.0
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The ratio for Gross Change in Policyholders Surplus was
outside the IRIS usual ranges because of the capital activities
related to the purchase of PIC. The ratio for Change in Net
Premiums Written and Liabilities to Liquid Assets were outside
the IRIS usual range because of the implementation of the
intercompany pooling agreement which became effective on
January 1, 2006.
We are monitoring the following:
Broker Contingent Commission. The New York
attorney general investigations into insurance broker activities
connected with contingent commission agreements have led to
lawsuits and prompted other attorneys general and state
insurance departments to conduct further investigations. We have
not received any formal inquiries from state attorneys general
and insurance departments. However, we have conducted internal
reviews of our contingent commission arrangements and related
underwriting practices and we believe we are in full compliance
with the NAIC Model Act. Some state regulatory agencies have
adopted or proposed the adoption of guidelines for the
regulation of agreements for agents and brokers. We continue to
closely monitor all such guidelines and proposals.
Federal Insurance Legislation. Several
legislative measures have been introduced in the
U.S. Congress, which, if enacted, may introduce a new level
of federal, rather than state, regulation, streamline the
regulation of nonadmitted insurance and reinsurance, and to
repeal the federal antitrust exemption afforded to the business
of insurance. Any proposed legislation could have a significant
impact on the insurance industry. We monitor all proposals in
the legislative process. We anticipate there will be
substantially more legislative activity during 2007.
Terrorism Exclusion Regulatory Activity. After
the events of September 11, 2001, the NAIC urged states to
grant conditional approval to commercial lines endorsements that
excluded coverage for acts of terrorism consistent with language
developed by ISO. The ISO endorsement included certain coverage
limitations. Many states have allowed the endorsements for
commercial lines, but rejected such exclusions for personal
exposures.
The Terrorism Risk Insurance Act of 2002 (TRIA), was enacted on
November 26, 2002, to provide for a federal backstop for
terrorism losses to insurance companies providing coverage, and
was intended to expire on December 31, 2005. The act
provides for a federal backstop for terrorism losses as defined
by the act and certified by the Secretary of the Treasury in
concurrence with the Secretary of State and the
U.S. Attorney General. Under TRIA, coverage provided for
losses caused by acts of terrorism is partially reimbursed by
the United States under a formula whereby the government pays a
percentage of covered terrorism losses exceeding a prescribed
deductible to the insurance company providing the coverage TRIA
was amended and extended until December 31, 2007. The
amendments increased the minimum amount of insured damages from
$5 million to $50 million for 2006, and
$100 million for 2007. In addition, the amount of the
insurers deductible was raised from 15% to 17.5% in 2006
and to 20% in 2007. The amendments also reduced the amount of
coverage available under TRIA. For 2006, once the deductible is
met, the government will pay for 90% of the losses. For 2007,
the amount the government will pay
21
after deductibles are met is reduced to 85%, with the insurance
industry absorbing the rest. We are in compliance with the TRIA
requirements, as extended, and make terrorism coverage available
to policyholders accordingly.
Mold Contamination. The property/casualty
insurance industry experienced an increase in claim activity
beginning in 2001 pertaining to mold contamination. Significant
plaintiffs verdicts and increased media attention to the
subject have caused insurers to develop
and/or
refine relevant insurance policy language that excludes mold
coverage. We anticipate increased state legislative activity
pertaining to mold contamination. We will closely monitor
regulatory and litigation trends and continue to review relevant
insurance policy exclusion language.
OFAC. The Treasury Departments Office of
Foreign Asset Control (OFAC) maintains a list of
Specifically Designated Nationals and Blocked
Persons (the SDN List). The SDN List
identifies persons and entities that the government believes are
associated with terrorists, rogue nations
and/or drug
traffickers. OFACs regulations prohibit insurers, among
others, from doing business with persons or entities on the SDN
List. If the insurer finds and confirms a match, the insurer
must take steps to block or reject the transaction, notify the
affected person and file a report with OFAC. The focus on
insurers responsibilities with respect to the SDN List has
increased significantly since September 11. We have
implemented procedures to comply with OFACs SDN List
regulations.
Class Action Reform. Legislation was
enacted by Congress that curtailed forum shopping and allows
defendants to move large national class action cases to federal
courts. The legislation also includes provisions to protect
consumer class members on matters such as non-cash settlements
and written settlement information. We view this as favorable
legislation to us and the industry.
Employees
We employ approximately 310 people. Our employees are not
covered by any collective bargaining agreements, and we believe
our relationship with our employees is satisfactory.
Forward
Looking Statements
Forward looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 appear
throughout this report. Forward looking statements, which
generally include words such as anticipates,
expects, believes, intends,
estimates and similar expressions and include those
statements regarding our expectations, hopes, beliefs,
intentions, goals or strategies regarding the future and are
based on certain underlying assumptions by us. Such assumptions
are, in turn, based on information available and internal
estimates and analyses of general economic conditions,
competitive factors, conditions specific to the property and
casualty insurance industry, claims development and the impact
thereof on our loss reserves, the adequacy of our reinsurance
programs, developments in the securities market and the impact
on our investment portfolio, regulatory changes and conditions,
and other factors. Actual results could differ materially from
those in forward looking statements. We assume no obligation to
update any such statements. You should review the various risks,
uncertainties and other factors listed from time to time in our
Securities and Exchange Commission filings.
Risks
Related To Our Business and Industry
Our
actual incurred losses may be greater than our loss and loss
expense reserves, which could cause our future earnings,
liquidity and financial rating to decline.
We are liable for loss and loss expenses under the terms of the
insurance policies we write. In many cases, several years may
elapse between the occurrence of an insured loss, the reporting
of the loss to us and our payment of the loss. We establish loss
and loss expense reserves for the ultimate payment of all loss
and loss expenses incurred. If any of our reserves prove to be
inadequate, we will be required to increase reserves resulting
in a reduction in our net income in the period in which the
inadequacy is identified. Future loss experience substantially
in excess of established reserves could also cause our future
earnings, liquidity and financial rating to decline. These
reserves are based on historical data and estimates of future
events and by their nature are imprecise. Our ultimate loss and
loss expenses may vary from established reserves.
22
Furthermore, factors that are subject to change, such as:
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claims inflation;
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claims development patterns;
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legislative and judicial activity;
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social and economic patterns; and
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litigation and regulatory trends
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may have a substantial impact on our future loss experience.
Additionally, we have established loss and loss expense reserves
for certain lines of business we have exited, but circumstances
could develop that would make these reserves insufficient. As of
December 31, 2006, unpaid loss and loss expense reserves
(net of reserves ceded to our reinsurers) were
$214.6 million, consisting of case loss and loss expense
reserves of $82.2 million and incurred but not reported
loss and loss expense reserves of $132.4 million.
We have re-estimated our loss and loss expense reserves
attributable to insured events in prior years, which includes
re-estimations with respect to excess and surplus lines and
products we no longer write. These re-estimations resulted in a
(decrease) increase in reserves of $(1.1) million,
$5.4 million and $11.1 million for the years ended
December 31, 2006, 2005 and 2004, respectively.
A
decline in our financial rating assigned by A.M. Best may
result in a reduction of new or renewal business.
Our insurance subsidiaries received an A−
(excellent) pooled annual rating in 2006 from A.M. Best,
the fourth highest of 16 A.M. Best ratings.
A.M. Best assigns ratings that generally are based on an
insurance companys ability to pay policyholder obligations
(not towards protection of investors) and focus on capital
adequacy, loss and loss expense reserve adequacy and operating
performance. A reduction in our performance in these criteria
could result in a downgrade of our rating. A downgrade of our
rating could cause our current and future general agents, retail
brokers and insureds to choose other, more highly rated
competitors.
We are
subject to extensive regulation and judicial decisions affecting
insurance and tort law, which may adversely affect our ability
to achieve our business objectives. In addition, if we fail to
comply with these regulations, we may be subject to penalties,
including fines and suspensions, which may adversely affect our
financial condition and results of operations.
General. Our insurance subsidiaries are
subject to regulations, administered primarily by Ohio and
Texas, our domiciliary states, and to a lesser degree, the other
states in which we are licensed or admitted to sell insurance.
Most insurance regulations are designed to protect the interests
of insurance policyholders, as opposed to the interests of
shareholders. These regulations are generally administered by a
department of insurance in each state and relate to, among other
things, excess and surplus lines of business authorizations,
capital and surplus requirements, rate and form approvals,
investment parameter restrictions, underwriting limitations,
affiliate transactions, dividend limitations, changes in control
and a variety of other financial and non-financial components of
our business. Significant changes in these laws and regulations
could limit our discretion or make it more expensive to conduct
our business. State insurance departments also conduct periodic
examinations of the affairs of insurance companies and require
the filing of annual and other reports relating to financial
condition, holding company issues and other matters. These
regulatory requirements may adversely affect or inhibit our
ability to achieve some or all of our business objectives.
Required Licensing. Regulatory authorities
have broad discretion to deny or revoke licenses for various
reasons, including the violation of regulations. In some
instances, where there is uncertainty as to applicability, we
follow practices based on our interpretations of regulations or
practices that we believe generally to be followed by the
industry. These practices may ultimately be different from the
interpretations of regulatory authorities. If we do not have the
requisite licenses and approvals or do not comply with
applicable regulatory requirements, insurance regulatory
authorities could preclude or temporarily suspend us from
carrying on some or all of our activities or otherwise penalize
us. This could adversely affect our ability to operate our
business. Further, changes in the level of
23
regulation of the insurance industry or changes in laws or
regulations themselves or interpretations by regulatory
authorities could adversely affect our ability to operate our
business.
Risk-Based Capital. The NAIC has adopted a
system to test the adequacy of statutory capital, known as
risk-based capital. This system establishes the
minimum amount of risk-based capital necessary for a company to
support its overall business operations. It identifies property
and casualty insurers that may be inadequately capitalized by
evaluating certain inherent risks of each insurers assets
and liabilities and its mix of net written premiums. Insurers
falling below a calculated threshold may be subject to varying
degrees of regulatory action, including supervision,
rehabilitation or liquidation. Failure to maintain our
risk-based capital at the required levels could cause our
insurance subsidiary to lose its regulatory authority to conduct
its business. See Managements Discussion and
Analysis of Financial Condition and Results of
Operations Liquidity and Capital Resources for
a discussion of our risk-based capital as of December 31,
2006.
IRIS Ratios. The NAIC Insurance Regulatory
Information System (IRIS) is part of a collection of
analytical tools designed to provide state insurance regulators
with an integrated approach to screening and analyzing the
financial condition of insurance companies. IRIS has two phases
of screening: statistical and analytical. In the statistical
phase, the NAIC database generates financial ratios based on
financial information obtained from insurance companies
annual statutory statements. The analytical phase is a review of
the annual statements, financial ratios and other automated
solvency tools. A ratio result falling outside the usual range
of IRIS ratios is viewed as part of the regulatory early
monitoring system. As of December 31, 2006, Century had no
IRIS ratios outside the usual range and PIC had three IRIS
ratios outside the usual range, as described in
Business Regulatory Environment
IRIS Ratios, which could result in regulatory action.
Judicial Decisions. State courts may render
decisions impacting our liability for losses under insurance and
tort law. This case law, as well as any legislation enacted in
response, can impact the claim severity and frequency
assumptions underlying our reserves. Accordingly, our ultimate
liability may exceed our estimates due to this variable, among
others.
Our
general agents may exceed their authority and bind us to
policies outside our underwriting guidelines, and until we
effect a cancellation, we may incur loss and loss expenses
related to that policy.
As of December 31, 2006, we underwrote 58.8% of our
property and casualty premiums on a binding authority basis.
Binding authority business represents risks that may be quoted
and bound by our general agents prior to our underwriting
review. If a general agent exceeds this authority by binding us
to a risk that does not comply with our underwriting guidelines,
we are at risk for claims under that policy that occur during
the period from its issue date until we receive the policy and
cancel it.
To cancel a policy for exceeding underwriting authority, we must
receive and cancel the policy within statutorily prescribed time
limits that are dependent on the jurisdiction but are typically
60 days. Our general agents are required by contract to
have bound policies issued and a copy sent to our office within
30 days of the effective date of coverage. Our policy
review generally takes two to four weeks, depending on the time
of year. Upon review of a policy, we issue instructions to cure
any material errors we discover. If cancellation of the policy
is the only cure, we order the cancellation of the policy at
that time pursuant to state law. As a result, we may be bound by
a policy that does not comply with our underwriting guidelines,
and until we can effect a cancellation, we may incur loss and
loss expenses related to that policy.
We may
not be successful in developing our new specialty lines that
could cause us to experience losses.
Since 2003, we have entered into a number of new specialty lines
of business including commercial auto physical damage, garage
liability, and ocean marine. We continue to look for appropriate
opportunities to diversify our business portfolio by offering
new lines of insurance in which we believe we have sufficient
underwriting and claim expertise. However, because of our
limited history in these new lines, there is limited financial
information available to help us estimate sufficient reserve
amounts for these lines and to help evaluate whether we will be
able to successfully develop these new lines or the likely
ultimate losses and expenses associated with these new lines.
Due to our limited history in these lines, we may have less
experience managing their development and growth than
24
some of our competitors. Additionally, there is a risk that the
lines of business into which we expand will not perform at the
levels we anticipate.
If we
lose key personnel or are unable to recruit qualified personnel,
our ability to implement our business strategies could be
delayed or hindered.
Our future success will depend, in large part, upon the efforts
of our executive officers and other key personnel. We rely
substantially upon the services of Edward F. Feighan, our
Chairman of the Board, President and Chief Executive Officer,
Erin E. West, our Vice President, Chief Financial Officer and
Treasurer and Christopher J. Timm, our Executive Vice President
and Director. Messrs. Feighan and Timm and Ms. West
each have an employment agreement with us. The loss of any of
these officers or other key personnel could cause our ability to
implement our business strategies to be delayed or hindered. We
do not have key person insurance on the lives of any of our key
management personnel, except one officer. As we continue to
grow, we will need to recruit and retain additional qualified
personnel, but we may not be able to do so. As we have grown, we
have generally been successful in filling key positions, but our
ability to continue to recruit and retain such personnel will
depend upon a number of factors, such as our results of
operations, prospects and the level of competition then
prevailing in the market for qualified personnel.
Our
investment results and, therefore, our financial condition may
be impacted by changes in the business, financial condition or
operating results of the entities in which we invest, as well as
changes in government monetary policies, general economic
conditions and overall capital market conditions, all of which
impact interest rates.
Our results of operations depend, in part, on the performance of
our investments. Interest rates are highly sensitive to many
factors, including governmental monetary policies and domestic
and international economic and political conditions.
Fluctuations in interest rates affect our returns on and the
fair value of our fixed-maturity securities. Unrealized gains
and losses on fixed-maturity securities are recognized in
accumulated other comprehensive income, net of taxes and
increase or decrease our shareholders equity. Interest
rates in the United States are currently low relative to
historical levels. An increase in interest rates would reduce
the fair value of our investments in fixed-maturity securities.
In addition, defaults by third parties who fail to pay or
perform obligations could reduce our investment income and
realized investment gains and could result in investment losses
in our portfolio.
We had fixed-maturity and equity investments with a fair value
of $402.5 million as of December 31, 2006 that are
subject to:
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|
|
|
|
credit risk, which is the risk that our investments will
decrease in value due to unfavorable changes in the financial
prospects or a downgrade in the credit rating of an entity in
which we have invested;
|
|
|
|
equity price risk, which is the risk that we will incur economic
loss due to a decline in common or preferred stock or bond
mutual fund share prices; and
|
|
|
|
interest rate risk, which is the risk that our investments may
decrease in value due to changes in interest rates.
|
Our fixed-maturity investment portfolio includes mortgage-backed
and other asset-backed securities. As of December 31, 2006,
mortgage-backed securities, asset-backed securities and
collateralized mortgage obligations constituted 35.8% of our
cash and investment portfolio. As with other fixed-maturity
investments, the fair value of these securities fluctuates
depending on market and other general economic conditions and
the interest rate environment. Changes in interest rates can
expose us to prepayment risks on these investments. In periods
of declining interest rates, mortgage prepayments generally
increase and mortgage-backed securities and other asset-backed
securities are paid more quickly, requiring us to reinvest the
proceeds at the then prevailing market rates.
Our equity portfolio totaled $42.9 million as of
December 31, 2006. This total includes $28.2 million
of investments in preferred and common securities of individual
companies, which are subject to economic loss from the decline
in preferred and common share prices. As a result, the value of
these investments will be determined by the specific financial
prospects of these individual companies, as well as the equity
markets in general. In addition, we have $14.7 million
invested in bond mutual funds.
25
Since the end of 2002, the U.S. financial markets have
experienced a moderate rise in the value of the broader equity
markets and a high degree of volatility in interest rates, which
affect the value of our fixed-maturity securities. Our
fixed-maturity securities, preferred shares and bond mutual
funds, which represent $399.4 million, or 91.6% of our
total cash and investment portfolio, are subject to changes in
fair value based on fluctuations in interest rates. As of
December 31, 2006, a 200 basis point decline in
interest rates would result in a $33.9 million, or 8.5%
increase in fair value of our portfolio and a 200 basis
point increase would result in a $35.5 million, or 8.9%,
decrease in fair value of our portfolio. As of December 31,
2006, our investment portfolio had a net unrealized investment
loss, after the effect of income taxes of $2.4 million.
However, these unrealized losses may not persist in the current
economic environment or may not be realized and the ultimate
loss may be greater.
We
distribute our products through a select group of general
agents, five of which account for a significant part of our
business, and such relationships could be discontinued or cease
to be profitable.
We distribute our products through a select group of general
agents. Approximately 43.6% of our gross written premiums for
the year ended December 31, 2006 were distributed through
five general agents. In 2006, our largest agency group, with
locations in six states, accounted for $51.8 million
(18.3%) of our total gross written premiums. A loss of all or
substantially all the business produced by one or more of these
general agents could have a negative impact on our revenues.
Our
reinsurers may not pay claims made by us on losses in a timely
fashion or may not pay some or all of these claims, in each case
causing our costs to increase and our revenues to
decline.
We purchase reinsurance by transferring part of the risk we have
assumed (known as ceding) to a reinsurance company in exchange
for part of the premium we receive in connection with the risk.
Although reinsurance makes the reinsurer liable to us to the
extent the risk is transferred or ceded to the reinsurer, it
does not relieve us (the reinsured) of our liability to our
policyholders. Accordingly, we bear credit risk with respect to
our reinsurers. That is, our reinsurers may not pay claims made
by us on a timely basis, or they may not pay some or all of
these claims. Either of these events would increase our costs.
As of December 31, 2006, we had $43.6 million of
amounts recoverable from our reinsurers that we would be
obligated to pay if our reinsurers failed to pay. We have
recorded a provision for uncollectible amounts of
$4.1 million at December 31, 2006, which relates to
balances due from reinsurers that are in dispute.
If we
are not able to renew our existing reinsurance or obtain new
reinsurance, either our net exposure would increase or we would
have to reduce the level of our underwriting
commitment.
In 2006 we purchased property excess of loss reinsurance to
limit our loss from a single occurrence on any one coverage part
from any one policy to $500,000. For example, if we have a
property policy that has a $600,000 loss, we will be liable for
$500,000 of the loss and the reinsurer will be liable for
$100,000 of the loss. For our casualty business, we retain the
first $500,000 of a loss and share on a quota share basis 50% of
the loss amount that exceeds $500,000 up to $1.0 million.
For example, if we have a casualty policy that has a $600,000
loss, we will be liable for $550,000 of the loss and the
reinsurer will be liable for $50,000 of the loss. We are
maintaining the same reinsurance structure during 2007.
Further, we purchase catastrophe reinsurance to limit losses
arising from any single occurrence, regardless of how many
policyholders are involved or the extent of their loss, to
$4.0 million. We purchase casualty clash coverage for the
loss amount above $1.0 million for any single occurrence,
regardless of the number of policyholders involved. However, we
may choose in the future to re-evaluate the use of reinsurance
to increase or decrease the amount of liability we cede to
reinsurers, depending upon the cost and availability of
reinsurance.
Market conditions beyond our control determine the availability
and cost of the reinsurance protection that we purchase. The
reinsurance market has changed dramatically over the past few
years as a result of inadequate pricing, poor underwriting and
the significant losses incurred in conjunction with the
terrorist attacks on September 11, 2001 and the 2004 and
2005 hurricane storm seasons. As a result, reinsurers have
exited some lines of business, reduced available capacity and
implemented provisions in their contracts designed to reduce
their exposure to loss. In addition, the historical results of
reinsurance programs and the availability of capital also affect
the availability of
26
reinsurance. The reinsurance market improved throughout 2006 due
to a moderate hurricane season. Our reinsurance facilities
generally are subject to annual renewal. If we are unable to
renew our expiring facilities or to obtain new reinsurance
facilities, either our net exposures would increase, which could
increase our exposure to loss, or, if we were unwilling to bear
an increase in net exposures, we would have to reduce the level
of our underwriting commitments, especially catastrophe exposed
risks, which would reduce our revenues. To the extent that we
are forced to pay more for reinsurance or retain more liability
than we do currently, we may need to reduce the volume of
insurance we write. Due to the underwriting profile of our
business, we have not been significantly impacted by the changes
in the reinsurance market described above either in claims or
reinsurance terms and pricing.
Our
business is cyclical in nature, which will affect our financial
performance and may affect the price of our common
shares.
Historically, the financial performance of the property and
casualty insurance industry has tended to fluctuate in cyclical
patterns. Although an individual insurance companys
financial performance is dependent on its own specific business
characteristics, the profitability of most property and casualty
insurance companies tends to follow this cyclical market
pattern. This cyclicality is due in large part to the actions of
industry participants, such as inadequate pricing and
increasingly broad policy terms, and general economic factors,
such as low interest rates, and the impact of terrorist attacks,
and severe weather that are not within our control. These
cyclical patterns cause our revenues and net income to
fluctuate, which may cause the price of our common shares to be
volatile.
If we
are unable to compete effectively with the large number of
companies in the insurance industry for underwriting revenues,
we may incur increased costs and our underwriting revenues and
net income may decline.
We compete with a large number of other companies in our
selected lines of business. We face competition from specialty
insurance companies, underwriting agencies and intermediaries,
as well as from diversified financial services companies that
are significantly larger than we are and that have significantly
greater financial, marketing, management and other resources
than we do. Some of these competitors also have significantly
greater experience and market recognition than we do.
In its Annual Review of the Excess & Surplus Lines
Industry, published in September 2006, A.M. Best stated
that large insurance carriers continue to dominate the excess
and surplus lines market, with the top 25 insurance groups
commanding an 82.5% share of the market, and while opportunities
are available in this market, the leading insurance carriers
have a firm stronghold. Based on the A.M. Best report, we
would not be one of the 25 largest insurance carriers in the
excess and surplus lines market. Competition in this market is
generally based on many factors, including the perceived market
strength of the insurer, pricing, service, speed of claims
payment and the reputation and experience of the insurer. We
compete primarily on the basis of service.
We may incur increased costs in competing for underwriting
revenues. If we are unable to compete effectively in the markets
in which we operate or to expand our operations into new
markets, our underwriting revenues and net income may decline.
A number of new, proposed or potential legislative and industry
developments could further increase competition in our industry.
These developments include:
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|
|
an increase in capital-raising by companies in our lines of
business, which could result in new entrants to our markets and
an excess of capital in the industry;
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|
|
the implementation of commercial lines deregulation in several
states, which could increase competition from standard carriers
for our excess and surplus lines of insurance business;
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|
|
programs in which state-sponsored entities provide property
insurance in catastrophe prone areas or other alternative
markets types of coverage and;
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|
|
|
changing practices caused by the Internet, which may lead to
greater competition in the insurance business.
|
27
New competition from these developments could cause the supply
and/or
demand for insurance or reinsurance to change, which could
affect our ability to price our products at attractive rates and
thereby affect our underwriting results.
We also may compete with new entrants in the future. Competition
is based on many factors, including:
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|
|
the perceived market strength of the insurer;
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|
pricing and other terms and conditions;
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|
|
services provided;
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|
the reputation and experience of the insurer; and
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|
ratings assigned by independent rating organizations such as
A.M. Best.
|
Ultimately, this competition could affect our ability to attract
business at premium rates that are likely to generate
underwriting profits.
Severe
weather conditions and other catastrophes may result in an
increase in the number and amount of claims experienced by our
insureds.
Most of our property business is exposed to the risk of severe
weather conditions and other catastrophes. Catastrophes can be
caused by various events, including natural events such as
severe hurricanes, winter weather, tornadoes, windstorms,
earthquakes, hailstorms, severe thunderstorms and fires, and
other events such as explosions, terrorist attacks and riots.
The incidence and severity of catastrophes and severe weather
conditions are inherently unpredictable. Severe weather
conditions and catastrophes can cause losses in all of our
property lines and generally result in an increase in the number
of claims incurred as well as the amount of compensation sought
by claimants because every geographic location in which we
provide insurance policies is subject to the risk of severe
weather conditions. In 2005, we recorded $5.4 million after
tax losses related to the fall hurricane season. In 2006 and
prior to December 31, 2004, we have not been materially
impacted by severe weather. It is possible that a catastrophic
event or multiple catastrophic events could cause our loss and
loss expense reserves to increase and our liquidity and
financial condition to decline.
As a
holding company, we are dependent on the results of operations
of our insurance subsidiaries and the regulatory and contractual
capacity of our subsidiaries to pay dividends to us. Some states
limit the aggregate amount of dividends our subsidiaries may pay
to us in any twelve-month period, thereby limiting our funds to
pay expenses and dividends.
We are an insurance holding company and our principal asset is
the shares we hold in Century. Dividends and other payments from
this company are our primary source of funds to pay expenses and
dividends to our shareholders. The payment of dividends by
Century to us is limited by statute. In general, these
restrictions limit the aggregate amount of dividends or other
distributions that Century may declare or pay within any
twelve-month period without advance regulatory approval.
Generally, this limitation is the greater of statutory net
income for the preceding calendar year or 10% of the statutory
surplus at the end of the preceding calendar year. In addition,
insurance regulators have broad powers to prevent reduction of
statutory surplus to inadequate levels and could refuse to
permit the payment of dividends of the maximum amounts
calculated under any applicable formula. As a result, we may not
be able to receive dividends from our subsidiary at times and in
amounts necessary to meet our debt service obligations or to pay
dividends to our shareholders or corporate expenses. The amount
of dividends that can be paid to us from our Century in 2007
without regulatory approval is $18.4 million. The ordinary
dividend available to be paid from PIC to Century during 2007
without regulatory approval is $1.6 million.
Managing
technology initiatives and meeting new data security
requirements present significant challenges to the
Company.
While technological developments can streamline many business
processes and ultimately reduce the cost of operations,
technology initiatives can present short-term cost and
implementation risks. In addition, projections of expenses,
implementation schedules and utility of results my be inaccurate
and can escalate over time. We rely on these systems to process
new and renewal business, provide customer service, make claims
payments and facilitate
28
collections and cancellations, as well as to perform actuarial
and other analytical functions necessary for pricing and product
development.
Data security is subject to increasing regulation. We face
rising costs and competing time constraints in meeting
compliance requirements of new and proposed regulations. The
expanding volume and sophistication of computer viruses, hackers
and other external hazards may increase the vulnerability of our
data systems to security breaches. These increased risks and
expanding regulatory requirement expose us to potential data
loss and damages and significant increases in compliance and
litigation costs.
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|
Item 1b.
|
Unresolved
Staff Comments
|
None
Our corporate headquarters is a newly-constructed approximately
44,000 square foot office building located in Westerville,
Ohio. We lease this building pursuant to a lease agreement with
an initial term of ten years, which expires in 2013. In
addition, we have an option to renew the lease agreement for two
five-year terms. In July of 2006, we leased 11,000 more square
feet of office space in the same complex as our corporate
headquarters. This space was leased with an initial term of five
years and an option to terminate the lease after two years with
one month advance notice and payment of any unamortized
leasehold improvements and brokerage cost.
We also lease an aggregate of approximately 20,000 square
feet of office space in Phoenix, Arizona. Our lease of this
space has an initial term that expires in 2009. We also lease
1,200 square feet of office space in Conrad, Texas with an
initial one-year term.
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|
Item 3.
|
Legal
Proceedings
|
We are party to lawsuits, arbitrations and other proceedings
that arise in the normal course of our business. Many of such
lawsuits, arbitrations and other proceedings involve claims
under policies that we underwrite as an insurer, the liabilities
for which we believe have been adequately included in our loss
and loss adjustment expense reserves. Also, from time to time,
we are party to lawsuits, arbitrations and other proceedings
that relate to disputes over contractual relationships with
third parties, or that involve alleged errors and omissions on
the part of our insurance subsidiaries. We provide accruals for
these items to the extent we deem the losses probable and
reasonably estimable.
The outcome of litigation is subject to numerous uncertainties.
Although the ultimate outcome of pending matters cannot be
determined at this time, based on present information, we
believe the resolution of these matters will not have a material
adverse effect on our financial position, results of operations
or cash flows.
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Item 4.
|
Submission
of Matters to a Vote of the Security Holders
|
There were no matters submitted to a vote of security holders in
the fourth quarter of 2006.
Executive
Officers of the Registrant
The following table sets forth certain information concerning
our executive officers as of March 9, 2007:
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Name
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|
Age
|
|
Position with ProCentury
|
|
Edward F. Feighan
|
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|
59
|
|
|
Chairman of the Board, President,
Chief Executive Officer
|
Erin E. West
|
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31
|
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Chief Financial Officer and
Treasurer
|
Christopher J. Timm
|
|
|
50
|
|
|
Executive Vice President and
Director
|
Greg D. Ewald
|
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|
53
|
|
|
Senior Vice President of
Underwriting
|
Edward F. Feighan has been our Chairman, President and Chief
Executive Officer since October 2003. Mr. Feighan was
President of Avalon National Corporation, a holding company for
a workers compensation
29
insurance agency, from 1998 until 2000. From September 1998
until May 2003, Mr. Feighan was Managing Partner of
Alliance Financial, Ltd., a merchant banking firm specializing
in mergers and acquisitions. He has served as a director of our
company and our insurance company subsidiaries from 1993 to 1996
and from 2000 to the present. Mr. Feighan has served at
times as our Special Counsel.
Erin E. West was named Chief Financial Officer and Treasurer in
October 2005. Ms. West served under our former Chief
Financial Officer, Mr. Charles D. Hamm, Jr., as Chief
Financial Officer of Century since July 2004 and Vice President
of Century since December 2003. Ms. West also serves as
Director, Secretary and Treasurer of both insurance
subsidiaries, Century Surety Company and ProCentury Insurance
Company. Ms. West is a certified public accountant and was
formerly a Supervising Senior with KPMG LLP from 1997 to 2001.
Christopher J. Timm was named Executive Vice President and
President of Century in May 2003. Since 2000, he has served as a
Director and Vice President of ProCentury and a senior officer
and director of most companies within the Century Insurance
Group®.
From 1998 until 2000, following the sale of
Environmental & Commercial Insurance Agency, Inc.,
Mr. Timm complied with the terms of a non-compete agreement
and pursued non-insurance business ventures. From 1990 through
1998, Mr. Timm was an owner and President of
Environmental & Commercial Insurance Agency, Inc., a
managing underwriting agency.
Greg D. Ewald has served as Senior Vice President of
Underwriting for Century Surety Company, the main insurance
subsidiary of ProCentury Corporation, since 2000. Mr. Ewald
also serves as a Director of both Century Surety Company and
ProCentury Insurance Company and is a Director and President of
ProCentury Risk Partners Insurance Company, a D.C. captive
insurer subsidiary of ProCentury Corporation. Previously,
Mr. Ewald was Senior Vice President for Acceptance
Insurance Company from 1990 to 2000 and for Underwriters
Reinsurance Company (now Swiss Re) from 1979 to 1990.
PART II
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Item 5.
|
Market
for the Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
|
ProCentury Corporation (symbol: PROS) common shares are listed
on the NASDAQ National Market. As of February 28, 2007,
there were 18 holders of record of the 13,263,323 outstanding
common shares of the Company. The high, low and closing sale
prices of our common shares for each quarter in 2006, 2005, and
2004 are listed below:
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Quarter of 2006
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1st
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|
2nd
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3rd
|
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4th
|
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High
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$
|
13.64
|
|
|
|
14.29
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|
|
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15.74
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|
|
|
18.92
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|
Low
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|
10.50
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|
|
|
12.50
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|
|
|
12.89
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|
|
|
14.29
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|
Close
|
|
|
13.64
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|
|
|
13.71
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|
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|
15.00
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|
|
|
18.50
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|
|
|
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|
|
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|
|
|
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Quarter of 2005
|
|
|
|
1st
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|
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2nd
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|
|
3rd
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4th
|
|
|
High
|
|
$
|
12.50
|
|
|
|
11.05
|
|
|
|
10.75
|
|
|
|
11.45
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|
Low
|
|
|
10.11
|
|
|
|
9.75
|
|
|
|
9.81
|
|
|
|
9.96
|
|
Close
|
|
|
10.49
|
|
|
|
10.20
|
|
|
|
10.22
|
|
|
|
10.73
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Quarter of 2004
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|
1st
|
|
|
2nd (2)
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3rd
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|
4th
|
|
|
High
|
|
$
|
(1
|
)
|
|
|
10.99
|
|
|
|
10.24
|
|
|
|
12.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Low
|
|
|
(1
|
)
|
|
|
9.37
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|
|
|
9.30
|
|
|
|
9.62
|
|
Close
|
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|
(1
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)
|
|
|
9.73
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|
|
|
9.91
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|
|
|
12.40
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|
30
|
|
|
(1) |
|
The Companys common shares were privately held prior to
April 26, 2004. Therefore, information for 2003 and the
first quarter of 2004 is not provided. |
|
(2) |
|
For the period from April 21, 2004 through June 30,
2004. |
The Company declared a $0.03, $0.035, $0.04 and $0.04 per
share cash dividend in the first, second, third and fourth
quarters of 2006, respectively. The Company declared a
$0.02 per share cash dividend in the first three quarters
of 2005 and $0.025 in the fourth quarter of 2005. As an
insurance holding company, our principal asset is the shares we
hold in Century. The dividends and other payments from Century
are our primary source of funds; however, the payment of
dividends by Century to us is limited by statute. As a result,
we may not be able to receive funds at times and in amounts
necessary to meet our debt service obligations or to pay
dividends to our shareholders or corporate expenses.
The chart below reflects the Companys total return
performance for the years ended December 31, 2006, 2005 and
2004.
Total Return Performance
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Period Ending
|
Index
|
|
04/21/04
|
|
12/31/04
|
|
12/31/05
|
|
12/31/06
|
ProCentury Corporation
|
|
|
100.00
|
|
|
|
118.57
|
|
|
|
103.45
|
|
|
|
180.15
|
|
S&P 500 Index
|
|
|
100.00
|
|
|
|
109.12
|
|
|
|
114.48
|
|
|
|
132.56
|
|
S&P Property &
Casualty Insurance Index
|
|
|
100.00
|
|
|
|
104.74
|
|
|
|
120.57
|
|
|
|
136.09
|
|
SNL Insurance P&C Index
|
|
|
100.00
|
|
|
|
102.25
|
|
|
|
111.78
|
|
|
|
130.29
|
|
NASDAQ Composite
|
|
|
100.00
|
|
|
|
109.45
|
|
|
|
111.78
|
|
|
|
123.39
|
|
|
|
|
|
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|
|
|
|
|
|
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|
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|
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|
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|
|
Source: Standard & Poors and SNL Financial. |
The Company has added the NASDAQ Composite and SNL Insurance
P&C indexes this year with the intent of discontinuing the
use of the S&P 500 and the S&P Property and Casualty
Insurance Index next year. The Company believes that the NASDAQ
composite and SNL Insurance P&C indexes provide closer
representation of the broad and peer indexes for ProCentury.
31
|
|
Item 6.
|
Selected
Financial Data
|
SELECTED
CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial
information for the periods ended and as of the dates indicated.
The selected data presented below under the captions
Operating Data and Balance Sheet Data
for, and as of the end of, each of the periods in the five-year
period ended December 31, 2006 are derived from our
consolidated financial statements, which financial statements
have been audited by KPMG LLP, an independent registered public
accounting firm. The consolidated financial statements as of
December 31, 2006 and 2005 and for each of the periods in
the three-year period ended December 31, 2006, and the
report thereon, are included elsewhere in this
10-K filing.
These historical results are not necessarily indicative of
results to be expected from any future period. You should read
this selected consolidated financial information together with
our consolidated financial statements and related notes and the
section of this report entitled Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
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Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Operating Data:
|
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|
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|
|
|
|
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|
Premiums earned
|
|
$
|
218,992
|
|
|
|
177,630
|
|
|
|
148,702
|
|
|
|
108,294
|
|
|
|
63,290
|
|
Net investment income
|
|
|
19,372
|
|
|
|
14,487
|
|
|
|
10,048
|
|
|
|
6,499
|
|
|
|
5,075
|
|
Net realized investment gains
(losses)
|
|
|
80
|
|
|
|
(326
|
)
|
|
|
50
|
|
|
|
1,932
|
|
|
|
2,438
|
|
Other income
|
|
|
437
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
238,881
|
|
|
|
191,989
|
|
|
|
158,800
|
|
|
|
116,725
|
|
|
|
71,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations(1)
|
|
|
|
|
|
|
|
|
|
|
1,259
|
|
|
|
1,548
|
|
|
|
881
|
|
Net income
|
|
|
20,901
|
|
|
|
10,241
|
|
|
|
14,980
|
|
|
|
314
|
|
|
|
6,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
21,655
|
|
|
|
6,271
|
|
|
|
14,566
|
|
|
|
(405
|
)
|
|
|
6,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing
operations before cumulative effect of change in accounting
principle
|
|
$
|
1.59
|
|
|
|
0.78
|
|
|
|
1.29
|
|
|
|
(0.25
|
)
|
|
|
0.88
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
0.12
|
|
|
|
0.31
|
|
|
|
0.18
|
|
Cumulative effect of change in
accounting principle, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1.59
|
|
|
|
0.78
|
|
|
|
1.41
|
|
|
|
0.06
|
|
|
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing
operations before cumulative effect of change in accounting
principle
|
|
$
|
1.58
|
|
|
|
0.78
|
|
|
|
1.29
|
|
|
|
(0.25
|
)
|
|
|
0.88
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
0.12
|
|
|
|
0.31
|
|
|
|
0.18
|
|
Cumulative effect of change in
accounting principle, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1.58
|
|
|
|
0.78
|
|
|
|
1.41
|
|
|
|
0.06
|
|
|
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
basic
|
|
|
13,121,848
|
|
|
|
13,060,509
|
|
|
|
10,623,645
|
|
|
|
5,000,532
|
|
|
|
5,000,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
diluted
|
|
|
13,256,419
|
|
|
|
13,129,425
|
|
|
|
10,653,316
|
|
|
|
5,000,532
|
|
|
|
5,000,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance Performance Data:
(for the periods ended)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums(2)
|
|
$
|
283,036
|
|
|
|
216,164
|
|
|
|
191,405
|
|
|
|
149,708
|
|
|
|
100,542
|
|
Net written premiums(3)
|
|
|
247,919
|
|
|
|
189,519
|
|
|
|
166,024
|
|
|
|
131,839
|
|
|
|
78,362
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
GAAP Underwriting Ratios:
(for the periods ended)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio(4)
|
|
|
61.9
|
%
|
|
|
66.6
|
%
|
|
|
59.9
|
%
|
|
|
74.8
|
%
|
|
|
71.7
|
%
|
Expense ratio(5)
|
|
|
32.6
|
%
|
|
|
32.8
|
%
|
|
|
31.9
|
%
|
|
|
34.2
|
%
|
|
|
38.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio(6)
|
|
|
94.5
|
%
|
|
|
99.4
|
%
|
|
|
91.8
|
%
|
|
|
109.0
|
%
|
|
|
110.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data: (at the end
of the period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and investments
|
|
$
|
436,062
|
|
|
|
366,410
|
|
|
|
315,008
|
|
|
|
171,201
|
|
|
|
130,101
|
|
Reinsurance recoverables on paid
and unpaid losses, net
|
|
|
43,628
|
|
|
|
43,870
|
|
|
|
33,382
|
|
|
|
42,042
|
|
|
|
35,323
|
|
Assets available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,018
|
|
|
|
51,229
|
|
Total assets
|
|
|
579,048
|
|
|
|
474,145
|
|
|
|
394,927
|
|
|
|
332,113
|
|
|
|
260,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense reserves
|
|
|
250,672
|
|
|
|
211,647
|
|
|
|
153,236
|
|
|
|
129,236
|
|
|
|
90,855
|
|
Liabilities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,431
|
|
|
|
36,179
|
|
Long term debt
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
34,133
|
|
|
|
9,813
|
|
Trust preferred securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,545
|
|
Total shareholders equity
|
|
|
142,388
|
|
|
|
121,203
|
|
|
|
115,237
|
|
|
|
36,397
|
|
|
|
36,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net writings ratio, including
discontinued operations(7)
|
|
|
1.8
|
|
|
|
1.6
|
|
|
|
1.4
|
|
|
|
1.7
|
|
|
|
1.3
|
|
Return on average equity(8)
|
|
|
15.9
|
%
|
|
|
8.7
|
%
|
|
|
18.5
|
%
|
|
|
0.9
|
%
|
|
|
18.4
|
%
|
|
|
|
(1) |
|
Immediately prior to the completion of the IPO, the common
shares of Evergreen and its wholly owned subsidiary, Continental
were distributed as dividends from Century to ProCentury and
then by ProCentury to ProCenturys existing Class A
shareholders. Prior to the dividends, Evergreen was a controlled
subsidiary of Century. The operations of Evergreen and
Continental consisted of ProCenturys historical surety and
assumed excess workers compensation lines of insurance,
which were re-classified (net of minority interest and income
taxes) as discontinued operations in the above selected
consolidated financial data. |
|
(2) |
|
The amount received or to be received for insurance policies
written by us during a specific period of time without reduction
for acquisition costs, reinsurance costs or other deductions. |
|
(3) |
|
Gross written premiums less the portion of such premiums ceded
to (reinsured by) other insurers during a specific period of
time. |
|
(4) |
|
The ratio of losses and loss expenses to premiums earned, net of
the effects of reinsurance. |
|
(5) |
|
The ratio of amortization of deferred policy acquisition costs
and other underwriting expenses to premiums earned, net of the
effects of reinsurance. |
|
(6) |
|
The sum of the loss and loss expense ratio, net of the effects
of reinsurance. |
|
(7) |
|
The ratio of net written premiums to our insurance
subsidiaries combined statutory surplus. Management
believes this measure is useful in gauging our exposure to
pricing errors in our current book of business. It may not be
comparable to the definition of net writings ratio used by other
companies. For periods prior to 2004, this ratio includes
discontinued operations, as the insurance subsidiaries
combined statutory surplus is not allocated by line of business.
Therefore, in computing the ratio of net written premiums to our
insurance subsidiaries combined statutory surplus we did
not restate the net written premium for discontinued operations
to be consistent with that of the subsidiaries combined
statutory surplus. |
|
(8) |
|
Return on average equity consists of the ratio of net income to
the average of the beginning of period and end of period total
shareholders equity. For 2004, return on average equity
consists of the ratio of net income to the average equity, which
is based on the average of the beginning of period and the end
of each quarters total shareholders equity. |
33
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and
results of operations should be read in conjunction with our
consolidated financial statements and the notes to those
statements included in this report. The discussion and analysis
below includes certain forward-looking statements that are
subject to risks, uncertainties and other factors described in
Risk Factors and elsewhere in this report that could
cause our actual growth, results of operations, performance and
business prospects and opportunities in 2007 and beyond to
differ materially from those expressed in, or implied by, those
forward-looking statements. See Forward-Looking
Statements.
Overview
ProCentury is a holding company that underwrites selected
property and casualty and surety insurance through its
subsidiaries collectively known as Century Insurance
Group®.
As a niche company, we offer specialty insurance
products designed to meet specific insurance needs of targeted
insured groups. The excess and surplus lines market provides an
alternative market for customers with
hard-to-place
risks and risks that insurance companies licensed by the state
in which the insurance policy is sold, which are also referred
to as admitted insurers, specifically refuse to
write. When we underwrite within the excess and surplus lines
market, we are selective in the lines of business and types of
risks we choose to write. Typically, the development of these
specialty insurance products is generated through proposals
brought to us by an agent or broker seeking coverage for a
specific group of clients.
We evaluate our insurance operations by monitoring key measures
of growth and profitability. The following provides further
explanation of the key GAAP measures that we use to evaluate our
results:
Written and Unearned Premium. Written premium
is recorded based on the insurance policies that have been
reported to us and beginning in 2006, the policies that have
been written by agents but not yet reported to us. We must
estimate the amount of written premium not yet reported based on
judgments relative to current and historical trends of the
business being written. Such estimates will be regularly
reviewed and updated and any resulting adjustments will be
included in the current years results. An unearned premium
reserve is established to reflect the unexpired portion of each
policy at the financial reporting date. For additional
information regarding our written and unearned premium refer to
Notes 1 and 4 to our audited consolidated financial
statements, both included in this report.
The majority of our business is placed directly through agents.
Since the vast majority of the Companys gross written
premium is primary or direct as opposed to assumed (98.4% direct
in 2006, 98.5% in 2005 and 99.9% in 2004) the delays in
reporting assumed premium generally do not have a significant
effect on the Companys financial statements. We also
record the ceded portion of the estimated gross written premium
and related acquisition costs. The earned gross, ceded and net
premiums are calculated based on our earning methodology which
is generally pro-rata over the policy periods. Losses are also
recorded in relation to the earned premium. The estimate for
losses incurred on the estimated premium is based on an
actuarial calculation consistent with the methodology used to
determine incurred but not reported loss reserves for reported
premiums.
Beginning in 2006, a portion of the Companys premium is
estimated for unreported premium and premiums received by us but
not yet processed. Of the $283.0 million of gross written
premium recorded in 2006, $20.9 million or 7.4% was
estimated. Such premium estimates are generally based on
submission data received from agents and recorded when the
insurance policy or reinsurance contract is bound and written.
The estimates are regularly reviewed and updated taking into
account the premium received to date versus the estimate and the
age of the estimate. To the extent that the actual premium
varies from the estimates, the difference, along with the
related loss reserves and underwriting expenses, is recorded in
current operations.
Loss Ratio. Loss ratio is the ratio (expressed
as a percentage) of losses and loss expenses incurred to
premiums earned. Loss ratio generally is measured on both a
gross (direct and assumed) and net (gross less ceded) basis. We
use the gross loss ratio as a measure of the overall
underwriting profitability of the insurance business we
34
write and to assess the adequacy of our pricing. Our net loss
ratio is meaningful in evaluating our financial results, which
are net of ceded reinsurance, as reflected in our consolidated
financial statements.
Expense Ratio. Expense ratio is the ratio
(expressed as a percentage) of net operating expenses to
premiums earned and measures a companys operational
efficiency in producing, underwriting and administering its
insurance business. We reduce our operating expenses by
ancillary income (excluding net investment income and realized
gains (losses) on securities) to calculate our net operating
expenses. Due to our historically high levels of reinsurance, we
calculate our expense ratio on both a gross basis (before the
effect of ceded reinsurance) and a net basis (after the effect
of ceded reinsurance). Although the net basis is meaningful in
evaluating our financial results that are net of ceded
reinsurance, as reflected in our consolidated financial
statements, we believe that the gross expense ratio better
reflects the operational efficiency of the underlying business
and is a better measure of future trends. Interest expense is
not included in the calculation of the expense ratio.
Combined Ratio. Combined ratio is the sum of
the loss ratio and the expense ratio and measures a
companys overall underwriting profit. If the combined
ratio is at or above 100, an insurance company cannot be
profitable without investment income (and may not be profitable
if investment income is insufficient). We use the combined ratio
in evaluating our overall underwriting profitability and as a
measure for comparing our profitability relative to the
profitability of our competitors.
Critical
Accounting Policies
It is important to understand our accounting policies in order
to understand our financial statements. Management considers
certain of these policies to be critical to the presentation of
our financial results, since they require management to make
estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets, liabilities, revenues,
expenses and related disclosures at the financial reporting date
and throughout the period being reported upon. Certain of the
estimates result from judgments that can be subjective and
complex and consequently actual results may differ from these
estimates, which would be reflected in future periods.
Material estimates that are particularly susceptible to
significant change in the near-term relate to the determination
of loss and loss expense reserves, the recoverability of
deferred policy acquisition costs, the determination of federal
income taxes, the net realizable value of reinsurance
recoverables, and the determination of
other-than-temporary
declines in the fair value of investments. Although considerable
variability is inherent in these estimates, management believes
that the amounts provided are reasonable. These estimates are
continually reviewed and adjusted as necessary. Such adjustments
are reflected in current operations.
Loss and Loss Expense Reserves. Loss and loss
expense reserves represent an estimate of the expected cost of
the ultimate settlement and administration of losses based on
facts and circumstances then known. We use actuarial
methodologies to assist us in establishing these estimates,
including judgments relative to estimates of future claims
severity and frequency, length of time to develop to ultimate
resolution, judicial theories of liability and other third-party
factors that are often beyond our control. Due to the inherent
uncertainty associated with the cost of unsettled and unreported
claims, the ultimate liability may be different from the
original estimate. Such estimates are regularly reviewed and
updated and any resulting adjustments are included in the
current periods results. Additional information regarding
our loss and loss expense reserves can be found in Results
of Operations Expenses Losses and Loss
Expenses Incurred, Business Loss and
Loss Expense Reserves, and Note 3 to our audited
consolidated financial statements, all of which are included in
this report.
Reinsurance Recoverables. Reinsurance
recoverables on paid and unpaid losses, net, are established for
the portion of our loss and loss expense reserves that are ceded
to reinsurers. Reinsurance recoverables are determined based in
part on the terms and conditions of reinsurance contracts which
could be subject to interpretations that differ from our own
based on judicial theories of liability. In addition, we bear
credit risk with respect to our reinsurers that can be
significant considering that certain of the reserves remain
outstanding for an extended period of time. We are required to
pay losses even if a reinsurer fails to meet its obligations
under the applicable reinsurance agreement. See
Business Reinsurance and Note 4 to
our audited consolidated financial statements, both included in
this report.
35
Impairment of Investments. Impairment of
investment securities results in a charge to operations when a
market decline below cost is deemed to be
other-than-temporary.
Under the Companys accounting policy for equity securities
and fixed-maturity securities that can be contractually prepaid
or otherwise settled in a way that may limit the Companys
ability to fully recover cost, an impairment is deemed to be
other-than-temporary
unless the Company has both the ability and intent to hold the
investment for a reasonable period until the securitys
forecasted recovery and evidence exists indicating that recovery
will occur in a reasonable period of time.
For other fixed-maturity and equity securities, an
other-than-temporary
impairment charge is taken when the Company does not have the
ability and intent to hold the security until the forecasted
recovery or if it is no longer probable that the Company will
recover all amounts due under the contractual terms of the
security. Many criteria are considered during this process
including, but not limited to, the current fair value as
compared to amortized cost or cost, as appropriate, of the
security; the amount and length of time a securitys fair
value has been below amortized cost or cost; specific credit
issues and financial prospects related to the issuer; the
Companys intent to hold or dispose of the security; and
current economic conditions.
Other-than-temporary
impairment losses result in a permanent reduction to the cost
basis of the underlying investment.
Additionally, for certain securitized financial assets with
contractual cash flows (including asset-backed securities), FASB
Emerging Task Force (EITF)
99-20,
Recognition of Interest Income and Impairment on
Purchased and Retained Beneficial Interests in Securitized
Financial Assets, requires us to periodically update
our best estimate of cash flows over the life of the security.
If management determines that the fair value of a securitized
financial asset is less than its carrying amount and there has
been a decrease in the present value of the estimated cash flows
since the last revised estimate, considering both timing and
amount, then an
other-than-temporary
impairment is recognized.
For additional detail regarding our investment portfolio at
December 31, 2006 and 2005, including disclosures regarding
other-than-temporary
declines in investment value, see Investment
Portfolio below and Note 2 to our audited
consolidated financial statements, both included in this report.
Deferred Policy Acquisition Costs. We defer
commissions, premium taxes and certain other costs that vary
with and are primarily related to the acquisition of insurance
contracts. These costs are capitalized and charged to expense in
proportion to premium revenue recognized. The method followed in
computing deferred policy acquisition costs limits the amount of
such deferred costs to their estimated realizable value, which
gives effect to the premium to be earned, related investment
income, anticipated losses and settlement expenses and certain
other costs expected to be incurred as the premium is earned.
Judgments as to ultimate recoverability of such deferred costs
are highly dependent upon estimated future loss costs associated
with the written premiums. See Note 5 to our audited
consolidated financial statements included in this report.
Federal Income Taxes. The Company provides for
federal income taxes based on amounts the Company believes it
ultimately will owe. Inherent in the provision for federal
income taxes are estimates regarding the deductibility of
certain items and the realization of certain tax credits. In the
event the ultimate deductibility of certain items or the
realization of certain tax credits differs from estimates, the
Company may be required to significantly change the provision
for federal income taxes recorded in the consolidated financial
statements. Any such change could significantly affect the
amounts reported in the consolidated statements of income.
We utilize the asset and liability method of accounting for
income tax. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit
carry-forwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. Valuation
allowances are established when necessary to reduce the deferred
tax assets to the amounts more likely than not to be realized.
See Note 7 to our audited consolidated financial statements
included in this report.
36
Results
of Operations
The table below summarizes certain operating results and key
measures we use in monitoring and evaluating our operations. The
information is intended to summarize and supplement information
contained in our consolidated financial statements and to assist
the reader in gaining a better understanding of our results of
operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Selected Financial
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums
|
|
$
|
283,036
|
|
|
|
216,164
|
|
|
|
191,405
|
|
Net premiums earned
|
|
|
218,992
|
|
|
|
177,630
|
|
|
|
148,702
|
|
Net investment income
|
|
|
19,372
|
|
|
|
14,487
|
|
|
|
10,048
|
|
Net realized investment gains
(losses)
|
|
|
80
|
|
|
|
(326
|
)
|
|
|
50
|
|
Other income
|
|
|
437
|
|
|
|
198
|
|
|
|
|
|
Total revenues
|
|
|
238,881
|
|
|
|
191,989
|
|
|
|
158,800
|
|
Total expenses
|
|
|
209,245
|
|
|
|
178,410
|
|
|
|
138,496
|
|
Other transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
1,259
|
|
Net income
|
|
$
|
20,901
|
|
|
|
10,241
|
|
|
|
14,980
|
|
Key Financial Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense ratio
|
|
|
61.9
|
%
|
|
|
66.6
|
%
|
|
|
59.9
|
%
|
Expense ratio
|
|
|
32.6
|
|
|
|
32.8
|
|
|
|
31.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio
|
|
|
94.5
|
%
|
|
|
99.4
|
%
|
|
|
91.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overview
of Operating Results
Year Ended December 31, 2006 Compared to Year Ended
December 31, 2005. Net income was $20.9 for
the year ended December 31, 2006, compared to net income of
$10.2 for the year ended December 31, 2005. The increase in
net income for the year ended December 31, 2006 was
primarily attributable to a 24.4% increase in total revenue in
2006 as a result of higher net earned premium and net investment
income. The impact of the increase in revenue on net income was
also supplemented by a 4.9 percentage points decrease in
the total combined ratio in 2006 as compared to 2005. The lower
combined ratio is primarily due to a decrease in losses that
were incurred related to prior years and hurricanes when
comparing 2006 to 2005.
Approximately 88.2% of our revenue growth was due to a 23.3%
increase in net earned premium as a result of an increase in the
volume of business that was partially offset by slight rate
declines in the property line of business and supported by
relatively flat rates in our casualty business. While our core
property and casualty business continued to grow in 2006, the
most significant areas of growth were a result of higher volume
of program business and the continued growth in contractors
business written on a claims-made form.
In addition to our net earned premium growth, our net investment
income grew by 33.7% in 2006 compared to the same period in
2005. This growth was due to continued favorable cash flows from
operations during the year ended December 31, 2006 and
higher investment yields which on a tax equivalent basis
increased to 5.8% for the year ended December 31, 2006 from
5.2% for the same period in 2005.
Higher expenses that resulted from an increase in net loss and
loss expenses and amortization of deferred acquisition costs
partially offset the increase in total revenue. This increase in
overall expenses is a direct result of the growth in the volume
of business produced in 2006 and is partially offset by an
increase in the profitability of the business written as seen in
an overall decrease in the 2006 combined ratio as compared to
the combined ratio in 2005. This decrease in the overall
combined ratio is a direct result of a 4.7 percentage point
decrease in the loss and loss expense ratio that decreased to
61.9% for the year ended December 31, 2006 from 66.6% for
the same period in 2005. As previously stated, the decrease in
the loss and loss expense ratio for year ended December 31,
2006
37
compared to the same periods in 2005 resulted from higher net
incurred loss and loss expenses in 2005 due to $5.4 million
of unfavorable development in 2005 related to prior accident
years and a significantly worse hurricane season in 2005 than in
2006 that resulted in $8.3 million of additional losses. We
recorded $1.1 million favorable prior year development in
2006.
The expense ratio for year ended December 31, 2006 and 2005
was 32.6% and 32.8%, respectively. The decrease in the expense
ratio for the year ended December 31, 2006 is directly
attributable the fact that the 2005 expense ratio was impacted
by 0.4% of expense related to the severance agreement with our
former Chief Operating Officer which was recorded in the first
quarter of 2005. No severance expense was incurred in 2006. In
addition, the overall expense ratio was impacted by slightly
higher acquisition costs included in the amortization of
deferred acquisition costs which was offset by a decrease in the
other expense ratio due to expense efficiencies gained as a
result of the fact that our fixed costs have not increased at
the same rate as our earned premium.
In addition, On September 13, 2006, the Securities Exchange
Commission staff released Staff Accounting Bulletin 108
(SAB 108) regarding the process of quantifying
financial statement misstatements that were uncorrected in prior
years. Following the release of SAB 108, we reviewed all of
our accounting practices and did not identify any items that
were considered to be a material misstatement of prior year
financial statements. We did, however, make immaterial
adjustments, one of which changed the timing of recording gross
written premiums. In the past, we recorded premiums on a
received and processed basis, which did not take into account
premiums written by agents but not yet submitted to us. Under
our revised accounting policy, which was implemented in the
fourth quarter of 2006, we recorded an estimate of the policies
that have been written by agents but not yet reported to us.
These adjustments had the following impacts on the results for
both the quarter and year ended December 31, 2006:
|
|
|
|
|
Premiums in the course of collection, deferred policy
acquisition costs, loss and loss expense reserves and unearned
premiums were higher by $16.7 million, $2.7 million,
$2.6 million, and $16.2 million, respectively.
|
|
|
|
Gross written premiums, net written premiums and premiums earned
were $20.9 million higher, $18.2 million higher and
$4.1 million higher, respectively.
|
|
|
|
Losses and loss expenses, the amortization of deferred policy
acquisition costs and other operating expenses were higher by
$2.6 million $784,000, and $396,000, respectively.
|
|
|
|
Net income was higher by $216,000 or $0.02 per diluted
share.
|
Year Ended December 31, 2005 Compared to Year Ended
December 31, 2004. We reported net income of
$10.2 million for the year ended December 31, 2005
compared to net income of $15.0 million for the same period
in 2004. Included in the net income for 2005 is
$5.4 million of after tax losses related to the 2005 fall
hurricane season. Prior to 2005, hurricane losses have not had a
significant impact to net income. Without the impact of the
hurricanes, net income would have increased over 2004 as a
direct result of our 19.4% growth in our net premiums earned and
an increase in our investment income.
More specifically, our net premiums earned increased to
$177.6 million in 2005 from $148.7 million in 2004.
Included in this increase is growth in our gross written premium
from our casualty segment of 17.0% and 0.9% from our property
segment. Our casualty business continues to grow profitably with
stable rates and a current accident year loss and loss expense
ratio of 57.3%. The property market in general did not perform
as well as the casualty market given the downward pricing
pressure from standard carriers that began in 2004 and continued
into 2005. Despite this tighter market, we were still able to
grow while only slightly decreasing our average rate. The 2005
loss and loss expense ratio for the property business was 77.8%,
which included 14.8% related to the 2005 fall hurricane season.
In addition, we reported a 44.2% increase in net investment
income from $10.0 million in 2004 to $14.5 million in
2005. This increase is a result of our operating cash flows and
higher pretax investment yields. In addition, we continued our
efforts in 2005 to increase our after tax yield by increasing
our allocation to tax exempt municipal bonds. As a result of the
relationship between our pretax income, which was adversely
affected by the 2005
38
hurricane losses, and an increase in our tax exempt municipal
bonds, we reported an annual effective tax rate of 24.6% in 2005
compared to 32.4% in 2004.
The combined ratio increased to 99.4% in 2005 from 91.8% in
2004. Our loss and loss expense ratio increased
6.7 percentage points primarily as a result of the 2005
hurricane losses and the slight premium rate decrease that
resulted late in 2004 and into the first half of 2005. In
addition, included in our loss and loss expenses is
$5.4 million in incurred amounts related to prior accident
years compared to $11.1 million in 2004. Our expense ratio
increased 0.9 percentage points in 2005 from 31.9% in 2004
to 32.8% at the end of 2005. This increase is a direct result of
our efforts in our first year of required compliance with
Sarbanes Oxley Section 404.
Revenues
Premiums
Premiums include insurance premiums underwritten by our
insurance subsidiaries (which are referred to as direct
premiums) and insurance premiums assumed from other insurers
(which are referred to as assumed premiums). We refer to direct
and assumed premiums together as gross premiums.
Written premiums are the total amount of premiums billed to the
policyholder less the amount of premiums returned, generally
because of cancellations, during a given period. Written
premiums become premiums earned as the policy ages. Barring
premium changes, if an insurance company writes the same mix of
business each year, written premiums and premiums earned will be
equal, and the unearned premium reserve will remain constant.
During periods of growth, the unearned premium reserve will
increase, causing premiums earned to be less than written
premiums. Conversely, during periods of decline, the unearned
premium reserve will decrease, causing premiums earned to be
greater than written premiums.
Written premium is recorded based on the insurance policies that
have been reported to us and beginning in 2006, the policies
that have been written by agents but not yet reported to us. We
must estimate the amount of written premium not yet reported
based on judgments relative to current and historical trends of
the business being written. Such estimates will be regularly
reviewed and updated and any resulting adjustments will be
included in the current years results. An unearned premium
reserve is established to reflect the unexpired portion of each
policy at the financial reporting date.
We have historically relied on quota share, excess of loss, and
catastrophe reinsurance primarily to manage our regulatory
capital requirements and to limit our exposure to loss.
Generally, we have ceded a significant portion of our premiums
to unaffiliated reinsurers in order to maintain net written
premiums to statutory surplus ratio of less than
2-to-1.
Our underwriting business is currently divided into two primary
segments:
|
|
|
|
|
property/casualty; and
|
|
|
|
other (including exited lines).
|
Our property/casualty segment primarily includes general
liability, commercial property and multi-peril insurance for
small and mid-sized businesses. The other (including exited
lines) segment primarily includes our surety business, including
landfill and specialty surety that is written in order to
maintain Centurys U.S. Treasury listing.
39
The following table presents our gross written premiums in our
primary segments and provides a summary of gross, ceded and net
written premiums and net premiums earned for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Gross written premiums:
|
|
|
|
|
|
|
|
|
|
|
|
|
Property/casualty
|
|
$
|
277,733
|
|
|
|
212,127
|
|
|
|
190,591
|
|
Other (including exited lines)
|
|
|
5,303
|
|
|
|
4,037
|
|
|
|
814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross written premiums
|
|
|
283,036
|
|
|
|
216,164
|
|
|
|
191,405
|
|
Ceded written premiums
|
|
|
35,117
|
|
|
|
26,645
|
|
|
|
25,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net written premiums
|
|
$
|
247,919
|
|
|
|
189,519
|
|
|
|
166,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$
|
218,992
|
|
|
|
177,630
|
|
|
|
148,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net written premiums to gross
written premiums
|
|
|
87.6
|
%
|
|
|
87.7
|
%
|
|
|
86.7
|
%
|
Net premiums earned to net written
premiums
|
|
|
88.3
|
%
|
|
|
93.7
|
%
|
|
|
89.6
|
%
|
Net writings ratio, including
discontinued operations(1)
|
|
|
1.8
|
|
|
|
1.6
|
|
|
|
1.4
|
|
|
|
|
(1) |
|
The ratio of net written premiums (including discontinued
operations) to our insurance subsidiaries combined
statutory surplus. This ratio is not restated to exclude
discontinued operations for the year ended December 31,
2004, as the insurance subsidiaries combined statutory
surplus is not allocated by line of business. Therefore, in
computing the ratio of net written premiums to our insurance
subsidiaries combined statutory surplus we did not restate
the net written premium for discontinued operations to be
consistent with that of the subsidiaries combined
statutory surplus. Management believes this measure is useful in
gauging our exposure to pricing errors in the current book of
business. It may not be comparable to the definition of net
writings ratio used by other companies. |
Gross
Written Premiums
Year Ended December 31, 2006 Compared to Year Ended
December 31, 2005. Gross written premiums
increased 30.9% for the year ended December 31, 2006
compared to the same period in 2005. This fluctuation for the
2006 year was to the result of in growth the
property/casualty segment from all of our product lines, but
primarily from an increase in volume from our specialty program
unit and an increase in our casualty book of business from
growth in our contractor business written on a claims-made form.
Our program unit introduced an auto physical damage program in
mid-2005 that has increased our property business by
$10.9 million throughout 2006. In addition, in January
2005, we stopped writing contractors business written on an
occurrence form and began to offer contractors liability
coverage on a claims-made form. The claims-made
contractors coverage has a significantly shorter claim
reporting period, which should result in less reserve
variability and more predictable results. The initial impact of
ceasing to write contractors on an occurrence form caused a
decrease in premium writings on our contractors book in 2005.
The market for contractors written on a claims-made form did,
however, begin to improve late in 2005 and into 2006 causing an
increase in our casualty premiums of $8.4 million during
2006. The growth in our property/casualty segment was slightly
offset by minimal rate decline in property business while
casualty rates remained stable. In addition, our gross written
premiums for the year ended December 31, 2006, includes an
one-time adjustment of $20.9 million related to the initial
booking of policies that have been written by agents but not yet
reported to us, as discussed earlier in the overview section.
Gross written premium for the other (including exited lines)
segment increased $1.3 million for the year ended
December 31, 2006 compared to the year ended
December 31, 2005. This increase represents surety business
written in order to maintain the Companys
U.S. Treasury listing.
Year Ended December 31, 2005 Compared to Year Ended
December 31, 2004. Gross written premiums
increased $24.8 million or 12.9% for the year ended
December 31, 2005 compared to the same period in 2004. This
increase was due primarily to increased business in our
property/casualty segment, which increased $21.5 million or
11.3%. The growth in the property/casualty segment resulted
principally from an increase in volume in our casualty
40
lines of business of $20.9 million or 17.0%. Our property
lines of business increased slightly to $68.2 million in
2005 compared to $67.5 million in 2004. For casualty
business, rates increased slightly during 2005.
Gross written premium for the other (including exited lines)
segment increased $3.2 million for the year ended
December 31, 2005 compared to the year ended
December 31, 2004. This increase represents surety business
written in order to maintain the Companys
U.S. Treasury listing.
Net
Written and Earned Premiums
Year Ended December 31, 2006 Compared to Year Ended
December 31, 2005. Net written premiums
increased by 30.8% for the year ended December 31, 2006,
respectively, compared to the same period in 2005 due to the
growth in gross written premiums. Net written premiums
represented 87.6% of gross written premiums for the year ended
December 31, 2006, which is relatively the same as the
relationship of net written premiums to gross written premiums
for the year ended December 31, 2005. Our net written
premiums for the year ended December 31, 2006, includes an
adjustment of $18.2 million related to the initial booking
of policies that have been written by agents but not yet
reported to us, as discussed earlier in the overview section.
Premiums earned increased by 23.3% to $219.0 million for
the year ended December 31, 2006, compared to
$177.6 million in the 2005 year. Premiums earned as a
percentage of net written premiums was 88.3% and 93.7% for the
years ended December 31, 2006 and 2005, respectively. The
relationship of premiums earned to net written premiums during
the year ended December 31, 2006 was lower compared to the
same period in 2005 as a result of the fact that beginning in
2006, we are including an estimate of the premiums not yet
received from our agents in our total gross and net written
premium. As the majority of this premium is expected to have
effective dates in December, the premiums are estimated to be
less than a month earned, resulting in a lower overall
relationship of premiums earned to net written premiums.
Year Ended December 31, 2005 Compared to Year Ended
December 31, 2004. Net written premiums for
the year ended December 31, 2005 were $189.5 million,
representing an increase of 14.2% compared to the same period in
2004. Net written premiums were 87.7% of gross written premiums
for the year ended December 31, 2005, which is slightly
higher than the year ended December 31, 2004., Net premiums
earned, a function of net written premiums, amounted to
$177.6 million for the year ended December 31, 2005
and equaled 93.7% of net written premiums compared to 89.6% in
2004. This increase directly related to a stabilization of the
rate of growth in 2005.
Net
Investment Income
Our investment portfolio generally consists of liquid, readily
marketable and investment-grade fixed-maturity and equity
securities. Net investment income is primarily comprised of
interest and dividend earned on these securities, net of related
investment expenses.
Year Ended December 31, 2006 Compared to Year Ended
December 31, 2005. Net investment income was
$19.4 million for the year ended December 31, 2006,
compared to $14.5 million for the same period in 2005. The
increase was due to an increase in invested assets, including
cash, and higher investment yields. Invested assets, including
cash, increased by $69.7 million to $436.1 million as
of December 31, 2006 from $366.4 million as of
December 31, 2005. The pre-tax investment yield for the
year ended December 31, 2006 was 5.1%, compared to 4.6% for
the same period in 2005. For the year ended December 31,
2006 and 2005, the taxable equivalent yield was 5.8% and 5.2%,
respectively.
Year Ended December 31, 2005 Compared to Year Ended
December 31, 2004. Net investment income
increased to $14.5 million for the year ended
December 31, 2005, compared to $10.0 million for the
same period in 2004. The increase was the result of an increase
in investments and cash balances, as well as higher investment
yields. Due to an increase in our operating cash flows, the
investment portfolio and cash increased to $366.4 million
as of December 31, 2005, which is an increase of
$51.4 million from December 31, 2004. Our average
investment yield for 2005 was 4.6%, compared to 4.1% for the
same period in 2004. On a tax equivalent yield basis, our yield
increased to 5.2% in 2005 compared to 4.8% in 2004.
41
Realized
Gains (Losses) on Securities
Realized gains and losses on securities are principally affected
by changes in interest rates, the timing of sales of investments
and changes in credit quality of the securities we hold as
investments.
Year Ended December 31, 2006 Compared to Year Ended
December 31, 2005. We realized net
investment gains of $80,000 on the sale and write down of
securities for the year ended December 31, 2006 compared to
$326,000 of net realized losses for the year ended
December 31, 2005.
Other-than-temporary
losses of $1.4 million were recorded during the year ended
December 31, 2006.
Other-than-temporary
losses of $150,000 were included in the net realized investment
losses for the year ended December 31, 2005.
Year Ended December 31, 2005 Compared to Year Ended
December 31, 2004. During the year ended
December 31, 2005, we incurred net realized losses of
$326,000 on the sale and write down of securities compared to
$50,000 in net realized gains for the year ended
December 31, 2004. Included in the realized net losses in
2005 was $150,000 related to
other-than-temporary
impairments for two securities. There were no impairment losses
in 2004.
Expenses
Losses
and Loss Expenses
Losses and loss expenses represent our largest expense item and
include (1) payments made to settle claims,
(2) estimates for future claim payments and changes in
those estimates for current and prior periods, and
(3) costs associated with settling claims. The items that
influence the incurred losses and loss expenses for a given
period include, but are not limited to, the following:
|
|
|
|
|
the number of exposures covered in the current year;
|
|
|
|
trends in claim frequency and claim severity;
|
|
|
|
changes in the cost of adjusting claims;
|
|
|
|
changes in the legal environment relating to coverage
interpretation, theories of liability and jury determinations;
|
|
|
|
and the re-estimation of prior years reserves in the
current year.
|
We establish or adjust (for prior accident quarters) our best
estimate of the ultimate incurred losses and loss expenses to
reflect loss development information and trends that have been
updated for the most recent quarters activity through
quarterly internal actuarial analysis. As of December 31 of
each year, we have an independent actuarial analysis performed
of the adequacy of our reserves. Our estimate of ultimate loss
and loss expenses is evaluated and re-evaluated by accident year
and by major coverage grouping and changes in estimates are
reflected in the period the additional information becomes known.
Our reinsurance program significantly influences our net
retained losses. In exchange for premiums ceded to reinsurers
under quota share and excess of loss reinsurance agreements, our
reinsurers assume a portion of the losses and loss expenses
incurred. See Business Reinsurance. We
remain obligated for amounts ceded in the event that the
reinsurers do not meet their obligations under the agreements
(due to, for example, disputes with the reinsurer or the
reinsurers insolvency).
42
The next two tables are discussed in more detail below. The
following table presents our reserve for losses and loss
expenses (net of the effects of reinsurance) by segment and by
line and the effected of reinsurance for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Property/casualty:
|
|
|
|
|
|
|
|
|
|
|
|
|
Casualty
|
|
$
|
188,370
|
|
|
|
142,451
|
|
|
|
102,430
|
|
Property
|
|
|
22,302
|
|
|
|
27,972
|
|
|
|
16,115
|
|
Other (including exited lines):
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial auto
|
|
|
147
|
|
|
|
936
|
|
|
|
1,780
|
|
Workers compensation
|
|
|
3,220
|
|
|
|
2,657
|
|
|
|
3,426
|
|
Surety
|
|
|
529
|
|
|
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reserves for losses and loss
expenses
|
|
|
214,568
|
|
|
|
174,199
|
|
|
|
123,751
|
|
Plus reinsurance recoverables on
unpaid losses at end of period
|
|
|
36,104
|
|
|
|
37,448
|
|
|
|
29,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross reserves for losses and loss
expenses
|
|
$
|
250,672
|
|
|
|
211,647
|
|
|
|
153,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents our incurred losses and loss
expenses (net of the effects of reinsurance) from the most
current accident year and from re-estimation of ultimate losses
on prior accident years and provides a summary of losses
incurred to premiums earned (loss and loss expense ratio) for
the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Net incurred losses and loss
expenses attributable to insured events of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
$
|
136,583
|
|
|
|
112,946
|
|
|
|
78,015
|
|
Prior years:
|
|
|
|
|
|
|
|
|
|
|
|
|
Property/casualty:
|
|
|
|
|
|
|
|
|
|
|
|
|
Casualty
|
|
|
6,164
|
|
|
|
7,384
|
|
|
|
12,842
|
|
Property
|
|
|
(9,250
|
)
|
|
|
(2,388
|
)
|
|
|
(3,244
|
)
|
Other (including exited lines):
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial automobile
|
|
|
73
|
|
|
|
439
|
|
|
|
789
|
|
Workers compensation
|
|
|
2,056
|
|
|
|
(35
|
)
|
|
|
664
|
|
Other
|
|
|
(146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total prior year
|
|
|
(1,103
|
)
|
|
|
5,400
|
|
|
|
11,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net incurred
|
|
$
|
135,480
|
|
|
|
118,346
|
|
|
|
89,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and loss expense ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
62.4
|
%
|
|
|
63.6
|
%
|
|
|
52.5
|
%
|
Prior years
|
|
|
(0.5
|
)
|
|
|
3.0
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and loss expense ratio
|
|
|
61.9
|
%
|
|
|
66.6
|
%
|
|
|
59.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
An overall and by segment explanation of our reserves and
development on those reserves (net of reinsurance unless
otherwise indicated) for the years ended December 31, 2006
and 2005 is as follows:
Overall
Year Ended December 31, 2006 Compared to Year Ended
December 31, 2005. Our gross reserves for
loss and loss expenses were $250.7 million and
$211.6 million (before the effects of reinsurance) at
December 31, 2006 and 2005, respectively. In 2006, we
determined that the December 31, 2005 net reserve for
losses and loss expenses of $174.2 (after the effects of
reinsurance) was redundant by $1.1 million. This favorable
development is detailed in the chart above and further discussed
in the segment information below.
43
Net loss and loss expenses incurred were $135.5 million for
the year ended December 31, 2006, compared to
$118.3 million for the year ended December 31, 2005.
In 2006, we recorded $136.6 million of incurred losses and
loss expenses attributable to the 2006 accident year and
$1.1 million of favorable prior year development. In 2005,
we recorded $112.9 million of incurred losses and loss
expense attributable to the 2005 accident year and
$5.4 million of unfavorable prior year development. Net
loss and loss expense ratios were 61.9% and 66.6% for the years
ended December 31, 2006 and 2005, respectively.
Year Ended December 31, 2005 Compared to Year Ended
December 31, 2004. Our gross reserves for
loss and loss expenses were $211.6 million and
$153.2 million (before the effects of reinsurance) at
December 31, 2005 and 2004, respectively. In 2005, we
concluded, through our actuarial analysis, that the
December 31, 2004 net reserve for losses and loss
expenses of $123.8 (after the effects of reinsurance) was
deficient by $5.4 million.
Net loss and loss expenses incurred increased to
$118.3 million for the year ended December 31, 2005
compared to $89.1 for the year ended December 31, 2004. In
2005, we recorded $112.9 million of incurred losses and
loss expenses attributable to the 2005 accident year and
$5.4 million of unfavorable prior year development. In
2004, we recorded $78.0 million of incurred losses and loss
expense attributable to the 2005 accident year and
$11.1 million of unfavorable prior year development. Net
loss and loss expense ratios were 66.6% and 59.9% for the years
ended December 31, 2006 and 2005, respectively.
Segment
Property/Casualty
Casualty. Our changes in the reserve estimates
related to prior accident years for the years ended
December 31, 2006, 2005 and 2004 for the casualty lines
resulted in increases in incurred losses and loss expenses of
$6.2 million, $7.4 million, and $12.8 million,
respectively. A significant portion of our casualty reserves
development relates to construction defect claims in certain
states. Starting with California in December 2000, we began to
exit contractors liability business written on an
occurrence form. By the end of the first quarter of 2001, we had
significantly reduced our contractors liability written on
an occurrence form underwriting in all states, and completely
eliminated contractors liability written on an occurrence
form in Arizona, California, Colorado, Hawaii, Louisiana,
Nevada, New Jersey, North Carolina, Oregon, South Carolina and
Washington. Reserves and claim frequency on this business may be
impacted by decisions by California and other states
courts affecting insurance law and tort law. They may also be
impacted by legislation enacted in California. This legislation
continues to impact claim severity and frequency assumptions
underlying our reserves. Accordingly, our ultimate liability may
exceed or be less than current estimates due to this variable,
among others.
During 2004, as a result of court decisions that further defined
the legal environment in California, we decided to enhance its
defense strategy in for certain types of construction defect
claims. As a result, we revised the construction defect defense
team by retaining appellate and new trial counsel and restaffing
the in-house team responsible for management of the litigation.
Once the new legal teams were established late in 2004 and into
2005, it was determined that there were certain cases that
should be settled and the defense budgets for the remaining
cases had to be revised to reflect the added resources,
resulting in higher than expected loss and defense costs in
2005. This strategy continued in 2006 and we incurred additional
legal expenses when litigation discovery procedures yielded new
information about the underlying claims. This new information
required a reassessment of expected settlements or judgments and
expenses on many suits that had been received in prior years
With this continued development related to our construction
defect claims in 2006 as well as a small amount of adverse
development on our non-construction defect casualty claims, our
internal actuaries continued to refine their actuarial reserving
techniques concerning the weighting of reserve indications and
supplemental information concerning claims severities. As a
result, our casualty reserves moved to a higher point on the
range of loss and loss expense reserve estimate. We also
recorded approximately $2.9 million of unfavorable
development during the year ended December 31, 2006 related
to estimated costs associated with possible reinsurance
collection issues on two separate casualty claims.
Our net loss and loss expense reserves for construction defects
as of December 31, 2006, 2005 and 2004 were $16.5 million,
$17.7 million and $19.0 million, respectively. The
re-estimation of construction defect reserves for
44
the years ended December 31, 2005 and 2004 primarily
affected the 1996 and 1997 accident years and the 1999 to 2001
accident years. As of December 31, 2006, we had 483 open
claims relating to construction defects, compared to 480 and 566
open claims as of December 31, 2005 and 2004, respectively.
During 2006, 712 new claims were reported and 709 existing
claims were settled or dismissed.
As of December 31, 2006, the projected loss and loss
expense ratios, after the effects of reinsurance, for the
casualty lines were 60.2%, 56.1% and 47.2% for accident periods
2006, 2005 and 2004.
Our internal actuaries generally apply actuarial techniques in
the analysis of loss and loss expense reserves using the
following factors, among others:
|
|
|
|
|
our experience and the industrys experience;
|
|
|
|
historical trends in reserving patterns and loss payments;
|
|
|
|
the impact of claim inflation;
|
|
|
|
the pending level of unpaid claims;
|
|
|
|
the cost of claim settlements;
|
|
|
|
the line of business mix; and
|
|
|
|
the environment in which property and casualty insurance
companies operate.
|
Although many factors influence the actual cost of claims and
our corresponding reserve estimates, we do not measure and
estimate values for all of these variables individually. This is
due to the fact that many of the factors that are known to
impact the cost of claims cannot be measured directly, such as
the impact on claim costs due to economic inflation, coverage
interpretations and jury determinations. In most instances, we
rely on our historical experience or industry information to
estimate values for the variables that are explicitly used in
our reserve analyses. We assume that the historical effect of
these unmeasured factors, which is embedded in our experience or
industry experience, is representative of future effects of
these factors. Where we have reason to expect a change in the
effect of one of these factors, we perform analysis to quantify
the necessary adjustments.
For claim liabilities other than construction defect, our
internal actuaries apply multiple traditional actuarial
techniques to determine loss and loss expense reserve estimates.
Each technique produces a unique loss and loss expense reserve
estimate for the line being analyzed. The set of techniques
applied produces a range of loss and loss expense reserve
estimates. From these estimates, the actuaries form a best
estimate which considers the assumptions and factors that
influence ultimate claim costs, including but not limited to
those identified above. As of December 31, 2006, for
casualty lines, other than construction defect claims, the low
end of the range of techniques was 16.7% below the actuarial
best estimate, and the high end of the range of techniques was
7.1% above the actuarial best estimate. These low and high loss
and loss expense reserve estimates reflect the fact that the
methodologies applied do not produce identical estimates, and
these estimates do not constitute the range of all possible
outcomes. It is important to note that actual claim costs will
vary from the selected estimate, perhaps by substantial amounts,
due to the inherent variability of the business written, the
potentially significant claim settlement lags and the fact that
not all events affecting future claim costs can be estimated at
this time.
For construction defect claim liabilities, our internal
actuaries apply one actuarial technique, under various sets of
assumptions, which considers the factors that influence ultimate
claim costs. The actuarial technique for construction defect
claim liabilities includes several variables relating to the
number of IBNR claims and the average cost per IBNR claim. In
addition to computing best estimate parameter values for the
actuarial projection, the actuaries also consider the impact on
resulting IBNR related to reasonably foreseeable fluctuations in
these variables, which is used to quantify an range of
techniques of loss and loss expense reserves for construction
defect. As of December 31, 2006, for construction defect
claims the low end of the range of techniques was 13.1% below
the actuarial best estimate and the high end of the range of
techniques was 17.0% above the actuarial best estimate. These
low and high loss and loss expense reserve estimates reflect the
uncertainty in estimating the parameter values, and these
estimates do not constitute the range of all possible outcomes.
It is important to note that actual claim costs will vary from
the selected estimate, perhaps by substantial amounts, due to
the inherent variability of
45
these types of claims, the potentially significant claim
settlement lags and the fact that not all events affecting
future claim costs can be estimated at this time.
Property. Our changes in reserve estimates for
the years ended December 31, 2006, 2005 and 2004 for the
property lines resulted in favorable development of
$9.3 million, $2.4 million and $3.2 million,
respectively, for the property lines. These amounts primarily
relate to changes in the selected development patterns on
multiple accident years, as the number of claims and claim
severity were below expectations at December 31, 2006, 2005
and 2004.
As of December 31, 2006, the projected loss and loss
expense ratios, after the effects of reinsurance, for the
property lines were 68.5%, 63.0% and 52.6% for accident periods
2006, 2005 and 2004.
Our internal actuaries apply multiple actuarial techniques
utilizing the same factors discussed above under
Casualty to determine loss and loss expense reserve
estimates for property claim liabilities. Each technique
produces a unique loss and loss expense reserve estimate for the
line being analyzed. The set of techniques applied produces a
range of loss and loss expense reserve estimates. From these
estimates, the actuaries form a best estimate that considers
assumptions and factors, as discussed above, that influence
ultimate claim costs. As of December 31, 2006, for property
lines the low end of the range of techniques was 7.6% below the
actuarial best estimate and the high end of the range of
techniques was 6.9% above the actuarial best estimate. These low
and high loss and loss expense reserve estimates reflect the
fact that the methodologies applied do not produce identical
estimates, and these estimates do not constitute the range of
all possible outcomes. It is important to note that actual claim
costs will vary from the selected estimate, perhaps by
substantial amounts, due to the inherent variability of the
business written, the potentially significant claim settlement
lags and the fact that not all events affecting future claim
costs can be estimated at this time.
Other
(Including Exited Lines)
We began writing commercial automobile/trucking coverage for
commercial vehicles and trucks in 1997. In 2000, we exited the
commercial automobile line of business due to unsatisfactory
underwriting results. Our net loss and loss expense reserves for
commercial automobile as of December 31, 2006 and 2005 were
$147,000 and $936,000, respectively.
We offered workers compensation coverage from 1997 through
January 2002. We exited this line of business beginning
January 1, 2002 due to unsatisfactory underwriting results
and the lack of availability of acceptable reinsurance. Until
July 2000, we purchased 100% quota share reinsurance on this
book of business. Beginning in 2000, we started to retain some
risk. No new policies have been written since the first quarter
of 2002. In 2006, we recorded approximately $2.9 million of
unfavorable development related to estimated costs associated
with possible reinsurance collection issues on our 1997 through
1999 workers compensation reinsurance treaties. Our net loss and
loss expense reserves for workers compensation as of
December 31, 2006 and 2005 were $3.2 million and
$2.7 million.
46
Operating
Expenses
Operating expenses include the costs to acquire a policy
(included in amortization of deferred policy acquisition costs),
other operating expenses (including corporate expenses) and
interest expense. The following table presents our amortization
of deferred policy acquisition costs, other operating expenses
and related ratios and interest expense for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Amortization of deferred policy
acquisition costs (ADAC)
|
|
$
|
54,404
|
|
|
|
42,935
|
|
|
|
33,872
|
|
Other operating expenses
|
|
|
17,043
|
|
|
|
14,463
|
|
|
|
13,292
|
|
Severance expense
|
|
|
|
|
|
|
793
|
|
|
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADAC and other operating expenses
|
|
|
71,447
|
|
|
|
58,191
|
|
|
|
47,414
|
|
Interest expense on the redemption
of Class B shares
|
|
|
|
|
|
|
|
|
|
|
518
|
|
Interest expense
|
|
|
2,318
|
|
|
|
1,873
|
|
|
|
1,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
73,765
|
|
|
|
60,064
|
|
|
|
49,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
ADAC
|
|
|
24.8
|
%
|
|
|
24.2
|
%
|
|
|
22.8
|
%
|
Other operating expenses
|
|
|
7.8
|
|
|
|
8.1
|
|
|
|
8.9
|
|
Severance expense
|
|
|
|
|
|
|
0.4
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense ratio(1)
|
|
|
32.6
|
%
|
|
|
32.7
|
%
|
|
|
31.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Interest expense is not included in the calculation of the
expense ratio. |
Year Ended December 31, 2006 Compared to Year Ended
December 31, 2005. For the year ended
December 31, 2006, we experienced an increase in our ADAC
portion of the expense ratio due to a lower amount of
acquisition expenses that were able to be deferred related to
the auto physical damage program. During the third quarter of
2006, the loss and loss expense ratio related to this program
exceeded our expectations causing the program to fall below the
profitability levels required for continued deferral of the
additional policy acquisition costs. This resulted in $648,000
of additional amortization expense for the year ended
December 31, 2006. There were no such expenses during the
year ended December 30, 2005. The increase in the ADAC
portion of the expense ratio for the year ended
December 31, 2006 was offset by the commutation of certain
2005 and prior contingent commission contracts that lowered the
other operating expense portion of the expense ratio. There were
no commutations of contingent commission contracts in 2005.
In response to the lower than expected performance of the auto
physical damage program, we tightened the underwriting selection
guidelines, and increased premium rates to yield a decrease in
the loss and loss expense ratio. We also decreased the
commissions paid to the agent from 21% to 17%. These changes
were designed to increase the profitability of this program to
meet our expectations.
Interest expense continues to increase based on the increase in
interest rates on our variable rate Trust Preferred
securities, due to the current interest rate environment.
Year Ended December 31, 2005 Compared to Year Ended
December 31, 2004. Operating expenses
increased to $60.1 million for the year ended
December 31, 2005 from $49.4 million for the
comparable period in 2004. The majority of the increase was due
$9.1 million in additional amortization of deferred policy
acquisition costs that is a direct result of the growth in our
overall book of business. In addition, included in the ADAC
expense for 2004 was an offset of $655,000 of reductions to
amortization expense that related to the termination of an
inter-company pooling agreement and the implementation of the
loss portfolio transfers that occurred on January 1, 2004.
47
Other operating expenses also increased by 8.8% as a direct
result of our first year of expenses related to compliance with
Sarbanes Oxley Section 404. In addition, interest expense
increased from $1.5 million in 2004 to $1.9 million in
2005. This increase is a direct result of the increase in
interest rates on our long-term debt.
In addition, in 2004, we incurred $518,000 of interest expense
related to the redemption of our outstanding Class B shares
immediately prior to the IPO.
Income
Taxes
We have historically filed a consolidated federal income tax
return that has included all of our subsidiaries. The statutory
rate used in calculating our tax provision was 35.0% in 2006,
2005 and 2004. Income tax expense differed from the amounts
computed at the statutory rate as demonstrated in the following
table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Federal income tax expense at
statutory rate
|
|
|
35.00
|
%
|
|
|
35.00
|
%
|
|
|
35.00
|
%
|
(Decrease) increase attributable
to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nontaxable interest income
|
|
|
(5.59
|
)
|
|
|
(9.77
|
)
|
|
|
(2.82
|
)
|
Dividend received deduction net of
proration
|
|
|
(0.48
|
)
|
|
|
(0.33
|
)
|
|
|
(0.12
|
)
|
Nondeductible share-based
compensation
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
Other nontaxable income
|
|
|
0.33
|
|
|
|
(0.32
|
)
|
|
|
(0.04
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
0.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
29.47
|
%
|
|
|
24.58
|
%
|
|
|
32.42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity
and Capital Resources
ProCentury is a holding company, the principal asset of which is
the common shares of Century. Although we have the capacity to
generate cash through loans from banks and issuances of equity
securities, our primary source of funds to meet our short-term
liquidity needs, including the payment of dividends to our
shareholders and corporate expenses, is dividends from Century.
Centurys principal sources of funds are underwriting
operations, investment income, proceeds from sales and
maturities of investments and dividends from PIC. Centurys
primary use of funds is to pay claims and operating expenses, to
purchase investments and to make dividend payments to us.
ProCenturys future liquidity is dependent on the ability
of Century to pay dividends.
Our insurance subsidiaries are restricted by statute as to the
amount of dividends it may pay without the prior approval of
regulatory authorities. Century and PIC may pay dividends
without advance regulatory approval only from unassigned surplus
and only to the extent that all dividends in the current twelve
months do not exceed the greater of 10% of total statutory
surplus as of the end of the prior fiscal year or statutory net
income for the prior year. Using these criteria, the available
ordinary dividend available to be paid from Century to
ProCentury during 2007 is $18.4 million. The ordinary
dividend available to be paid from PIC to Century during 2007 is
$1.6 million.
Century paid ordinary dividends of $2.5 million in 2006,
$2.5 million in 2005, and $6.0 million in 2004. In
addition, Century paid $3.1 million of extraordinary
dividend in 2004 related to the dividend distribution of
Evergreen. PIC has not paid any dividends to Century in 2006 or
2005. Centurys ability to pay future dividends to
ProCentury without advance regulatory approval is dependent upon
maintaining a positive level of unassigned surplus, which in
turn, is dependent upon Century generating net income in excess
of dividends to ProCentury.
Our insurance subsidiaries are required by law to maintain a
certain minimum level of surplus on a statutory basis. Surplus
is calculated by subtracting total liabilities from total
admitted assets. The National Association of Insurance
Commissioners (NAIC) has a risk-based capital
standard designed to identify property and casualty insurers
that may be inadequately capitalized based on inherent risks of
each insurers assets and liabilities and its mix of net
written premiums. Insurers falling below a calculated threshold
may be subject to varying degrees of regulatory action. As of
December 31, 2006, the statutory surplus of Century (which
includes Centurys investment in PIC) was in excess of the
prescribed risk-based capital requirements that correspond to
any level of regulatory
48
action. Centurys statutory surplus (including PICs
surplus) at December 31, 2006 was $137.5 million and
the authorized control level was $36.3 million.
Year
ended December 31, 2006 compared to Year ended
December 31, 2005.
Consolidated net cash provided by operating activities was
$64.0 million for the year ended December 31, 2006,
compared to $63.7 million for the year ended
December 31, 2005. The increase is due to our growth of
gross written premiums and investment income, which was
partially offset by an increase in the amount of claim payments
as a result of the 2005 hurricane season and quicker claim
payouts related to the auto physical damage program, as it has a
much shorter tail than our other property and casualty business.
Consolidated net cash used by investing activities was
$63.9 million for the year ended December 31, 2006,
compared to $64.6 million for the year ended
December 31, 2005. This decrease is a result of a larger
amount of cash at the end of 2006 that had not yet been invested.
Consolidated net cash provided by financing activities was
$2.2 million for the year ended December 31, 2006,
compared to net cash used by financing activities of
approximately $1.1 million for the same period in 2005.
This increase is primarily the result of additional draws on the
line of credit in 2006 compared to 2005, which was contributed
to Century to supplement Centurys capital base in response
to the significant growth in gross written premium. The increase
in net cash provided by financing activities was partially
offset by an increase in dividends to $0.145 per share
during year ended December 31, 2006 compared to
$0.085 per share during the year ended December 31,
2005.
Year
ended December 31, 2005 compared to Year ended
December 31, 2004.
Consolidated net cash provided by operating activities was
$63.7 million for the year ended December 31, 2005,
compared to $81.0 million for the year ended
December 31, 2004. This decrease was primarily attributable
to the decrease in receivable from subsidiary
available-for-sale
that was received in 2004. No such amounts were received in 2005.
Net cash used by investing activities was $64.6 million for
the year ended December 31, 2005, compared to
$141.5 million for the year ended December 31, 2004.
The net cash used by investing activities was higher in 2004
because the proceeds from the IPO were used to purchase fixed
maturities and equity securities.
Net cash used by financing activities was $1.1 million for
the year ended December 31, 2005, compared to net cash
provided by financing activities of $62.0 million for the
year ended December 31, 2004. This fluctuation was
attributable to the 2004 proceeds from the issuance of common
shares related to the IPO, which was partially offset by the
redemption of Class B shares and principal payment on
long-term debt in 2004.
The following table summarizes information about our contractual
obligations and commercial commitments. The minimum payments
under these agreements as of December 31, 2006 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Years
|
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Long Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt issues to a related party
trust(1)(2)
|
|
$
|
2,374
|
|
|
|
2,374
|
|
|
|
2,374
|
|
|
|
2,374
|
|
|
|
2,374
|
|
|
|
75,337
|
|
|
|
87,207
|
|
Loss and loss expense payments,
net of the effects of reinsurance(3)
|
|
|
80,068
|
|
|
|
53,948
|
|
|
|
39,283
|
|
|
|
19,231
|
|
|
|
9,329
|
|
|
|
12,709
|
|
|
|
214,568
|
|
Operating leases on facilities
|
|
|
1,118
|
|
|
|
1,132
|
|
|
|
848
|
|
|
|
708
|
|
|
|
673
|
|
|
|
1,129
|
|
|
|
5,608
|
|
Other operating leases
|
|
|
303
|
|
|
|
235
|
|
|
|
70
|
|
|
|
59
|
|
|
|
32
|
|
|
|
|
|
|
|
699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$
|
83,863
|
|
|
|
57,689
|
|
|
|
42,575
|
|
|
|
22,372
|
|
|
|
12,408
|
|
|
|
89,175
|
|
|
|
308,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts include interest payments associated with these
obligations using applicable interest rates as of
December 31, 2006. |
49
|
|
|
(2) |
|
In connection with the adoption of FIN 46R, ProCentury has
deconsolidated the trusts established in connection with the
issuance of trust preferred securities effective
December 31, 2003. As a result, ProCentury reports as a
component of long term debt the junior subordinated debentures
payable by ProCentury to the trusts. See Note 6(a) to our
audited consolidated financial statements included in
Item 8 of this Annual Report on Form
10-K. |
|
(3) |
|
The timing for payment of our estimated losses, net of the
effects of reinsurance is determined by periods based on our
historical claims payment experience. Due to the uncertainty in
estimating the timing of such payments, there is a risk that the
amounts paid in any period can be significantly different than
the amounts disclosed above. |
Interest on our debt issued to a related party trust is variable
and resets quarterly based on a spread over three-month London
Interbank Offered Rates (LIBOR). As part of our
asset/liability matching program, we have short-term
investments, investments in bond mutual funds, as well as
available cash balances from operations and investment
maturities, that are available for reinvestment during periods
of rising or falling interest rates.
Line of Credit. During the third quarter of
2006, ProCentury amended its line of credit agreement. The
amended agreement provides for a $10.0 million line of
credit with a maturity date of September 30, 2009, and
interest only payments due quarterly based on LIBOR plus 1.2% of
the outstanding balance. All of the outstanding shares of
Century are pledged as collateral. In both June and July 2006,
we made a $500,000 draw on the line of credit for general
corporate purposes. A payment of approximately $1.0 million
was paid on the line of credit in August 2006, including
$1.0 million of principal and approximately $6,000 of
interest. At December 31, 2006 there is $4.0 million
outstanding under the line of credit.
Given our historical cash flow, we believe cash flow from
operating activities in 2007 will provide sufficient liquidity
for our operations, as well as to satisfy debt service
obligations and to pay other operating expenses. Although we
anticipate that we will be able to meet our cash requirements,
we can give no assurance in this regard.
Investment
Portfolio
Our investment strategy is designed to capitalize on our ability
to generate positive cash flow from our underwriting activities.
Preservation of capital is our first priority, with a secondary
focus on maximizing appropriate risk adjusted return. We seek to
maintain sufficient liquidity from operations, investing and
financing activities to meet our anticipated insurance
obligations and operating and capital expenditure needs. The
majority of our fixed-maturity portfolio is rated investment
grade to protect investments. Our investment portfolio is
managed by two outside independent investment managers and one
related party investment manager, all which operate under
investment guidelines approved by our investment committee. Our
investment committee meets at least quarterly and reports to
ProCenturys board of directors. In addition, we employ
stringent diversification rules and balance our investment
credit risk and related underwriting risks to minimize total
potential exposure to any one security. In limited
circumstances, we will invest in non-investment grade fixed
maturity securities that have an appropriate risk adjusted
return, subject to satisfactory credit analysis performed by us
and our investment
50
managers. Our cash and investment portfolio totaled
$436.1 million as of December 31, 2006 and is
summarized by type of investment as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
Amount
|
|
|
Portfolio
|
|
|
|
(Dollars in thousands)
|
|
|
Fixed-maturity:
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
|
|
$
|
3,675
|
|
|
|
0.8
|
%
|
Agencies not backed by the full
faith and credit by the U.S. Government
|
|
|
14,561
|
|
|
|
3.4
|
|
Corporate securities
|
|
|
34,453
|
|
|
|
7.9
|
|
Mortgage-backed securities
|
|
|
58,525
|
|
|
|
13.4
|
|
Asset-backed securities
|
|
|
48,675
|
|
|
|
11.2
|
|
Collateralized mortgage obligations
|
|
|
49,016
|
|
|
|
11.2
|
|
Obligations of states and
political subdivisions
|
|
|
150,631
|
|
|
|
34.5
|
|
|
|
|
|
|
|
|
|
|
Total fixed-maturity
|
|
|
359,536
|
|
|
|
82.4
|
|
|
|
|
|
|
|
|
|
|
Cash and short-term investments
|
|
|
33,583
|
|
|
|
7.7
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
Bond mutual funds
|
|
|
14,755
|
|
|
|
3.4
|
|
Preferred shares
|
|
|
25,119
|
|
|
|
5.8
|
|
Common shares
|
|
|
3,069
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
|
42,943
|
|
|
|
9.9
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
436,062
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
At December 31, 2006, our fixed-maturity portfolio of
$359.5 million represented 82.4% of the carrying value of
our total of cash and investments. Standard &
Poors Rating Services (Standard &
Poors) or Moodys Investors Service, Inc.
(Moodys) rated 90.7% of these securities
A or better. Equity securities, which consist of
preferred and common shares and bond mutual funds, totaled
$42.9 million or 9.9% of total cash and investments. The
following is a summary of the credit quality of the
fixed-maturity portfolio at December 31, 2006:
|
|
|
|
|
AAA
|
|
|
75.5
|
%
|
AA
|
|
|
10.8
|
|
A
|
|
|
4.4
|
|
BBB
|
|
|
3.7
|
|
Below BBB
|
|
|
5.6
|
|
|
|
|
|
|
Total
|
|
|
100.0
|
%
|
|
|
|
|
|
51
At December 31, 2006, our investment portfolio contained
corporate fixed-maturity and corporate equity securities with a
fair value of $59.6 million. The following is a summary of
these securities by industry segment at December 31, 2006:
|
|
|
|
|
Financial
|
|
|
55.1
|
%
|
Consumer, non-cyclical
|
|
|
10.8
|
|
Industrial
|
|
|
7.4
|
|
Utilities
|
|
|
7.0
|
|
Government
|
|
|
6.4
|
|
Communications
|
|
|
4.5
|
|
Consumer, cyclical
|
|
|
3.8
|
|
Energy
|
|
|
3.7
|
|
Basic materials
|
|
|
1.2
|
|
Technology
|
|
|
0.1
|
|
|
|
|
|
|
Total
|
|
|
100.0
|
%
|
|
|
|
|
|
At December 31, 2006, the investment portfolio contained
$156.2 million of mortgage-backed, asset-backed and
collateralized mortgage obligations. Of these securities, 86.7%
were rated AA or better and 85.8% were rated
AAA by Standard & Poors or the
equivalent rating by Moodys. These securities are publicly
registered and had fair values obtained from independent pricing
services. Changes in estimated cash flows due to changes in
prepayment assumptions from the original purchase assumptions
are revised based on current interest rates and the economic
environment. We had no derivative financial instruments, real
estate or mortgages in the investment portfolio at
December 31, 2006.
Under our accounting policy for equity securities and
fixed-maturity securities that can be contractually prepaid or
otherwise settled in a way that may limit our ability to fully
recover cost, an impairment is deemed to be
other-than-temporary
unless we have both the ability and intent to hold the
investment for a reasonable period until the securitys
forecasted recovery and evidence exists indicating that recovery
will occur within a reasonable period of time.
For other fixed-maturity and equity securities, an
other-than-temporary
impairment charge is taken when we do not have the ability or
intent to hold the security until the forecasted recovery or if
it is no longer probable that we will recover all amounts due
under the contractual terms of the security. Many criteria are
considered during this process including, but not limited to,
the current fair value as compared to amortized cost or cost, as
appropriate, of the security; the amount and length of time a
securitys fair value has been below amortized cost or
cost; specific credit issues and financial prospects related to
the issuer; our intent to hold or dispose of the security; and
current economic conditions.
Additionally, for certain securitized financial assets with
contractual cash flows (including asset-backed securities), FASB
Emerging Task Force (EITF)
99-20,
Recognition of Interest Income and Impairment on
Purchased and Retained Beneficial Interests in Securitized
Financial Assets, requires the Company to periodically
update its best estimate of cash flows over the life of the
security. If management determines that the fair value of a
securitized financial asset is less than its carrying amount and
there has been a decrease in the present value of the estimated
cash flows since the last revised estimate, considering both
timing and amount, then an
other-than-temporary
impairment is recognized.
Other-than-temporary
impairment losses result in a permanent reduction to the cost
basis of the underlying investment. For the year ended
December 31, 2006, 11 asset-backed securities were written
down in accordance with
EITF 99-20
in the aggregate amount of $1.4 million, which was included
in net realized investment gains (losses) in the consolidated
statements of operations. For the year ended December 31,
2005, two fixed maturity securities were written down in the
total of $150,000, which was included in net realized investment
gains (losses) in the consolidated statements of operations. No
other-than-temporary
declines were realized for the year ended December 31, 2004.
52
The estimated fair value, related gross unrealized losses, and
the length of time that the securities have been impaired for
available-for-sale
securities that are considered temporarily impaired are as
follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
Less Than 12 Months
|
|
|
12 Months or Longer
|
|
|
Total
|
|
|
|
|
|
|
Estimated
|
|
|
Gross
|
|
|
Estimated
|
|
|
Gross
|
|
|
Estimated
|
|
|
Gross
|
|
|
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
|
|
$
|
207
|
|
|
|
(2
|
)
|
|
|
3,381
|
|
|
|
(47
|
)
|
|
|
3,588
|
|
|
|
(49
|
)
|
|
|
|
|
Agencies not backed by the full
faith and credit of the U.S. Government
|
|
|
6,925
|
|
|
|
(75
|
)
|
|
|
6,610
|
|
|
|
(183
|
)
|
|
|
13,535
|
|
|
|
(258
|
)
|
|
|
|
|
Obligations of states and political
|
|
|
44,635
|
|
|
|
(187
|
)
|
|
|
42,079
|
|
|
|
(608
|
)
|
|
|
86,714
|
|
|
|
(795
|
)
|
|
|
|
|
subdivisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate securities
|
|
|
2,718
|
|
|
|
(28
|
)
|
|
|
25,175
|
|
|
|
(702
|
)
|
|
|
27,893
|
|
|
|
(730
|
)
|
|
|
|
|
Mortgage-backed securities
|
|
|
20,139
|
|
|
|
(142
|
)
|
|
|
33,598
|
|
|
|
(966
|
)
|
|
|
53,737
|
|
|
|
(1,108
|
)
|
|
|
|
|
Collateralized mortgage obligations
|
|
|
11,124
|
|
|
|
(131
|
)
|
|
|
20,504
|
|
|
|
(491
|
)
|
|
|
31,628
|
|
|
|
(622
|
)
|
|
|
|
|
Asset-backed securities
|
|
|
21,040
|
|
|
|
(747
|
)
|
|
|
12,298
|
|
|
|
(407
|
)
|
|
|
33,338
|
|
|
|
(1,154
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
106,788
|
|
|
|
(1,312
|
)
|
|
|
143,645
|
|
|
|
(3,404
|
)
|
|
|
250,433
|
|
|
|
(4,716
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
8,555
|
|
|
|
(101
|
)
|
|
|
4,365
|
|
|
|
(169
|
)
|
|
|
12,920
|
|
|
|
(270
|
)
|
|
|
|
|
Bond mutual funds
|
|
|
498
|
|
|
|
(3
|
)
|
|
|
13,181
|
|
|
|
(180
|
)
|
|
|
13,679
|
|
|
|
(183
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,053
|
|
|
|
(104
|
)
|
|
|
17,546
|
|
|
|
(349
|
)
|
|
|
26,599
|
|
|
|
(453
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total
|
|
$
|
115,841
|
|
|
|
(1,416
|
)
|
|
|
161,191
|
|
|
|
(3,753
|
)
|
|
|
277,032
|
|
|
|
(5,169
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006, we had 189 fixed income securities
and 15 equity securities that have been in an unrealized loss
position for one year or longer. One hundred and seventy-one of
the fixed income securities are investment grade, of which 164
of these securities are rated A1/A or better (including 120
securities which are rated AAA). The 18 remaining non-investment
grade fixed income securities have an aggregate fair value equal
to 96.4% of their book value as of December 31, 2006. Five
of the equity securities that have been in an unrealized loss
position for one year or longer relate to investments in closed
or open ended bond or preferred stock funds. Each of these
investments continues to pay its regularly scheduled monthly
dividend and there have been no material changes in credit
quality of any of these funds over the past twelve months.
Finally, the ten remaining equity securities that have been in
an unrealized loss position for one year or longer relate to
preferred share investments in issuers each of which has shown
an improved or stable financial performance during the past
twelve months. In addition, these 15 equity securities have an
aggregate fair market value equal to 98.1% of their book value
as of December 31, 2006. All 189 of the fixed income
securities are current on interest and principal and all 15 of
the equity securities continue to pay dividends at a level
consistent with the prior year. Management believes that it is
probable that all contractual terms of each security will be
satisfied. The unrealized loss position is due to the changes in
interest rate environment and the Company has the positive
intent and ability to hold these securities until they mature or
recover in value.
Quantitative
and Qualitative Disclosures about Market Risk
Market risk is the potential economic loss principally arising
from adverse changes in the fair value of financial instruments.
The major components of market risk affecting us are credit
risk, equity price risk and interest rate risk.
Credit Risk. Credit risk is the potential
economic loss principally arising from adverse changes in the
financial condition of a specific debt issuer. We attempt to
address this risk by investing in fixed-maturity securities that
are either investment grade, which are those bonds rated
BBB- or higher by Standard & Poors or
securities that although not investment grade, meet our credit
requirements and targeted risk adjusted return. We also
53
independently and through our outside independent investment
managers, monitor the financial condition of all of the issuers
of fixed-maturity securities in our portfolio. We utilize a
rating change report, a rating watch report and a focus list as
part of this process. Finally, we employ stringent
diversification rules that limit our credit exposure to any
single issuer.
Equity Price Risk. Equity price risk is the
potential that we will incur economic loss due to decline in
common stock prices. We attempt to manage this risk by focusing
on a long-term, conservative, value oriented, dividend driven
investment philosophy for our equity portfolio. The equity
securities in our portfolio are primarily
mid-to-large
capitalization issues with strong dividend performance. Our
strategy remains one of value investing, with security selection
taking precedence over market timing. We also employ stringent
diversification rules that limit our exposure to any individual
stock.
Interest Rate Risk. We had fixed-maturity,
preferred shares and bond mutual fund investments with a fair
value of $399.4 million at December 31, 2006 that are
subject to interest rate risk. We attempt to manage our exposure
to interest rate risk through a disciplined asset/liability
matching and capital management process. In the management of
this risk, the characteristics of duration, credit and
variability of cash flows are critical elements. These risks are
assessed regularly and balanced within the context of our
liability and capital position.
The table below summarizes our interest rate risk. It
illustrates the sensitivity of the fair value of fixed-maturity,
preferred share and bond mutual fund investments to selected
hypothetical changes in interest rates at December 31,
2006. The selected scenarios are not predictions of future
events, but rather illustrate the effect that such events may
have on the fair value of the fixed-maturity, preferred share
and bond mutual fund portfolio and shareholders equity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hypothetical
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
Estimated
|
|
|
(Decrease) in
|
|
|
|
Estimated
|
|
|
Change in
|
|
|
Fair
|
|
|
Shareholders
|
|
Hypothetical Change in Interest Rates
|
|
Fair Value
|
|
|
Fair Value
|
|
|
Value
|
|
|
Equity
|
|
|
200 basis point increase
|
|
$
|
363,922
|
|
|
|
(35,475
|
)
|
|
|
(8.9
|
)%
|
|
|
(24.9
|
)%
|
100 basis point increase
|
|
|
381,780
|
|
|
|
(17,617
|
)
|
|
|
(4.4
|
)%
|
|
|
(12.4
|
)%
|
No change
|
|
|
399,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 basis point decrease
|
|
|
416,496
|
|
|
|
17,099
|
|
|
|
4.3
|
%
|
|
|
12.0
|
%
|
200 basis point decrease
|
|
|
433,284
|
|
|
|
33,887
|
|
|
|
8.5
|
%
|
|
|
23.8
|
%
|
Accounting
Standards
See note 1 of notes to our consolidated financial
statements for a discussion of recently issued accounting
pronouncements.
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
The information required by Item 7A is included in
Item 7 on pages 34-54 of this report.
54
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
Financial Statements:
|
|
|
|
|
|
|
|
56
|
|
|
|
|
58
|
|
|
|
|
59
|
|
|
|
|
60
|
|
|
|
|
61
|
|
|
|
|
62
|
|
Financial Statement
Schedules:
|
|
|
|
|
|
|
|
95
|
|
|
|
|
96
|
|
|
|
|
99
|
|
|
|
|
100
|
|
|
|
|
101
|
|
|
|
|
102
|
|
55
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
ProCentury Corporation:
We have audited the accompanying consolidated balance sheets of
ProCentury Corporation and subsidiaries (the Company) as of
December 31, 2006 and 2005, and the related consolidated
statements of operations, shareholders equity and
comprehensive income, and cash flows for each of the years in
the three-year period ended December 31, 2006. In connection
with our audits of the consolidated financial statements, we
also have audited financial statement schedules I to VI. These
consolidated financial statements and financial statement
schedules are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement
schedules based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2006 and 2005, and
the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 2006, in
conformity with U.S. generally accepted accounting principles.
Also in our opinion, the related financial statement schedules,
when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
As discussed in Note 1 to the consolidated financial statements,
effective January 1, 2006, the Company adopted Statement of
Financial Accounting Standards No. 123(R), Share-Based
Payment.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of the Companys internal control over
financial reporting as of December 31, 2006, based on the
criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report
dated March 9, 2007 expressed an unqualified opinion on
managements assessment of, and the effective operation of,
internal control over financial reporting.
-s- KPMG LLP
March 9, 2007
56
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
ProCentury Corporation:
We have audited managements assessment, included in the
accompanying Management Report on Internal Control Over
Financial Reporting contained in Item 9A, Controls and
Procedures, of ProCentury Corporation and subsidiaries
(the Company) 2006 Annual Report on Form 10-K, that the Company
maintained effective internal control over financial reporting
as of December 31, 2006, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys management is responsible
for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is
to express an opinion on managements assessment and an
opinion on the effectiveness of the Companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with U.S. generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that the Company
maintained effective internal control over financial reporting
as of December 31, 2006, is fairly stated, in all material
respects, based on criteria established in Internal
Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Also, in our opinion, the Company maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2006, based on criteria established
in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of the Company as of December 31,
2006 and 2005, and the related consolidated statements of
operations, shareholders equity and comprehensive income,
and cash flows for each of the years in the three-year period
ended December 31, 2006, and our report dated March 9, 2007
expressed an unqualified opinion on those consolidated financial
statements.
-s- KPMG LLP
March 9, 2007
57
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
ASSETS
|
Investments:
|
|
|
|
|
|
|
|
|
Fixed maturities:
|
|
|
|
|
|
|
|
|
Available-for-sale,
at fair value (amortized cost 2006, $362,066; 2005, $306,237)
|
|
$
|
358,422
|
|
|
|
302,632
|
|
Held-to-maturity,
at amortized cost (fair value 2006, $1,101; 2005, $1,118)
|
|
|
1,114
|
|
|
|
1,128
|
|
Equities
(available-for-sale):
|
|
|
|
|
|
|
|
|
Equity securities, at fair value
(cost 2006, $28,112; 2005, $27,521)
|
|
|
28,188
|
|
|
|
26,941
|
|
Bond mutual funds, at fair value
(cost 2006, $14,876; 2005, $18,516)
|
|
|
14,755
|
|
|
|
17,852
|
|
Short-term investments, at
amortized cost
|
|
|
25,623
|
|
|
|
12,229
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
428,102
|
|
|
|
360,782
|
|
Cash
|
|
|
7,960
|
|
|
|
5,628
|
|
Premiums in course of collection,
net
|
|
|
37,428
|
|
|
|
14,849
|
|
Deferred policy acquisition costs
|
|
|
26,915
|
|
|
|
20,649
|
|
Prepaid reinsurance premiums
|
|
|
14,051
|
|
|
|
10,989
|
|
Reinsurance recoverable on paid
losses, net
|
|
|
7,524
|
|
|
|
6,422
|
|
Reinsurance recoverable on unpaid
losses, net
|
|
|
36,104
|
|
|
|
37,448
|
|
Deferred federal income tax asset
|
|
|
11,561
|
|
|
|
9,151
|
|
Other assets
|
|
|
9,403
|
|
|
|
8,227
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
579,048
|
|
|
|
474,145
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS EQUITY
|
Loss and loss expense reserves
|
|
$
|
250,672
|
|
|
|
211,647
|
|
Unearned premiums
|
|
|
127,620
|
|
|
|
95,631
|
|
Long term debt
|
|
|
25,000
|
|
|
|
25,000
|
|
Line of credit
|
|
|
4,000
|
|
|
|
|
|
Accrued expenses and other
liabilities
|
|
|
9,778
|
|
|
|
6,893
|
|
Reinsurance balances payable
|
|
|
7,706
|
|
|
|
2,572
|
|
Collateral held
|
|
|
10,370
|
|
|
|
11,014
|
|
Income taxes payable
|
|
|
1,514
|
|
|
|
185
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
436,660
|
|
|
|
352,942
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
Common stock, without par value:
|
|
|
|
|
|
|
|
|
Common shares issued
and outstanding 13,248,323 shares at December 31, 2006
and 13,211,019 shares issued and outstanding at
December 31, 2005
|
|
$
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
100,954
|
|
|
|
100,202
|
|
Retained earnings
|
|
|
43,830
|
|
|
|
24,846
|
|
Unearned share compensation
|
|
|
|
|
|
|
(695
|
)
|
Accumulated other comprehensive
loss, net of taxes
|
|
|
(2,396
|
)
|
|
|
(3,150
|
)
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
142,388
|
|
|
|
121,203
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity
|
|
$
|
579,048
|
|
|
|
474,145
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
58
PROCENTURY
CORPORATION AND SUBSIDIARIES
Years
ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands, except per share data)
|
|
|
Premiums earned
|
|
$
|
218,992
|
|
|
|
177,630
|
|
|
|
148,702
|
|
Net investment income
|
|
|
19,372
|
|
|
|
14,487
|
|
|
|
10,048
|
|
Net realized investment gains
(losses)
|
|
|
80
|
|
|
|
(326
|
)
|
|
|
50
|
|
Other income
|
|
|
437
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
238,881
|
|
|
|
191,989
|
|
|
|
158,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses
|
|
|
135,480
|
|
|
|
118,346
|
|
|
|
89,066
|
|
Amortization of deferred policy
acquisition costs
|
|
|
54,404
|
|
|
|
42,935
|
|
|
|
33,872
|
|
Other operating expenses
|
|
|
17,043
|
|
|
|
14,463
|
|
|
|
13,292
|
|
Severance expense
|
|
|
|
|
|
|
793
|
|
|
|
250
|
|
Interest expense
|
|
|
2,318
|
|
|
|
1,873
|
|
|
|
1,498
|
|
Interest expense on the redemption
of Class B shares
|
|
|
|
|
|
|
|
|
|
|
518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
209,245
|
|
|
|
178,410
|
|
|
|
138,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
|
29,636
|
|
|
|
13,579
|
|
|
|
20,304
|
|
Income tax expense
|
|
|
8,735
|
|
|
|
3,338
|
|
|
|
6,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before discontinued
operations
|
|
|
20,901
|
|
|
|
10,241
|
|
|
|
13,721
|
|
Discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
1,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
20,901
|
|
|
|
10,241
|
|
|
|
14,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before discontinued
operations
|
|
$
|
1.59
|
|
|
|
0.78
|
|
|
|
1.29
|
|
Discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1.59
|
|
|
|
0.78
|
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before discontinued
operations
|
|
$
|
1.58
|
|
|
|
0.78
|
|
|
|
1.29
|
|
Discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1.58
|
|
|
|
0.78
|
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of shares
outstanding basic
|
|
|
13,121,848
|
|
|
|
13,060,509
|
|
|
|
10,623,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of shares
outstanding diluted
|
|
|
13,256,419
|
|
|
|
13,129,425
|
|
|
|
10,653,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
59
PROCENTURY
CORPORATION AND SUBSIDIARIES
Years
ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
SHAREHOLDERS
EQUITY
|
Capital stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
100,202
|
|
|
|
100,110
|
|
|
|
26,866
|
|
|
|
|
|
Impact of adoption of SFAS 123R
|
|
|
(695
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares
|
|
|
|
|
|
|
|
|
|
|
77,931
|
|
|
|
|
|
Issuance costs
|
|
|
|
|
|
|
|
|
|
|
(1,298
|
)
|
|
|
|
|
Redemption of Class B shares
|
|
|
|
|
|
|
|
|
|
|
(5,000
|
)
|
|
|
|
|
Share-based compensation expense
|
|
|
1,320
|
|
|
|
92
|
|
|
|
1,611
|
|
|
|
|
|
Exercise of share options
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit on share compensation
plans
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
100,954
|
|
|
|
100,202
|
|
|
|
100,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
24,846
|
|
|
|
15,727
|
|
|
|
8,297
|
|
|
|
|
|
Net income
|
|
|
20,901
|
|
|
|
10,241
|
|
|
|
14,980
|
|
|
|
|
|
Dividend of subsidiary available
for sale
|
|
|
|
|
|
|
|
|
|
|
(7,025
|
)
|
|
|
|
|
Dividends declared ($0.145/share
for 2006, $0.085/share for 2005 and
$0.04/share
for 2004)
|
|
|
(1,917
|
)
|
|
|
(1,122
|
)
|
|
|
(525
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
43,830
|
|
|
|
24,846
|
|
|
|
15,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned share compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
(695
|
)
|
|
|
(1,420
|
)
|
|
|
|
|
|
|
|
|
Impact of adoption of SFAS 123R
|
|
|
695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued under share
compensation plans
|
|
|
|
|
|
|
|
|
|
|
(1,611
|
)
|
|
|
|
|
Vesting of restricted shares
|
|
|
|
|
|
|
324
|
|
|
|
191
|
|
|
|
|
|
Shares forfeited under share
compensation plans
|
|
|
|
|
|
|
401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
|
|
|
|
(695
|
)
|
|
|
(1,420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive
(loss) income, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
(3,150
|
)
|
|
|
820
|
|
|
|
1,234
|
|
|
|
|
|
Unrealized holding gains (losses)
arising during the period, net of reclassification adjustment
|
|
|
754
|
|
|
|
(3,970
|
)
|
|
|
144
|
|
|
|
|
|
Dividend of subsidiary available
for sale
|
|
|
|
|
|
|
|
|
|
|
(558
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
(2,396
|
)
|
|
|
(3,150
|
)
|
|
|
820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
$
|
142,388
|
|
|
|
121,203
|
|
|
|
115,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE
INCOME
|
Net income
|
|
$
|
20,901
|
|
|
|
10,241
|
|
|
|
14,980
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) arising
during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses)
arising during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
1,240
|
|
|
|
(6,368
|
)
|
|
|
298
|
|
|
|
|
|
Related federal income tax
(expense) benefit
|
|
|
(434
|
)
|
|
|
2,186
|
|
|
|
(121
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses)
|
|
|
806
|
|
|
|
(4,182
|
)
|
|
|
177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment for
gains (losses) included in net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
80
|
|
|
|
(326
|
)
|
|
|
50
|
|
|
|
|
|
Related federal income tax
(expense) benefit
|
|
|
(28
|
)
|
|
|
114
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reclassification adjustment
|
|
|
52
|
|
|
|
(212
|
)
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
754
|
|
|
|
(3,970
|
)
|
|
|
144
|
|
|
|
|
|
Other comprehensive loss,
discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(558
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income
(loss)
|
|
|
754
|
|
|
|
(3,970
|
)
|
|
|
(414
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
21,655
|
|
|
|
6,271
|
|
|
|
14,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
60
PROCENTURY
CORPORATION AND SUBSIDIARIES
Years
ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Cash flows provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
20,901
|
|
|
|
10,241
|
|
|
|
14,980
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized investment (gains)
losses
|
|
|
(80
|
)
|
|
|
326
|
|
|
|
(50
|
)
|
Deferred federal income tax benefit
|
|
|
(2,817
|
)
|
|
|
(1,781
|
)
|
|
|
(2,512
|
)
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(1,259
|
)
|
Share-based compensation expense
|
|
|
1,320
|
|
|
|
817
|
|
|
|
191
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums in course of collection,
net
|
|
|
(22,579
|
)
|
|
|
(4,153
|
)
|
|
|
(1,525
|
)
|
Deferred policy acquisition costs
|
|
|
(6,266
|
)
|
|
|
(3,238
|
)
|
|
|
(5,697
|
)
|
Prepaid reinsurance premiums
|
|
|
(3,062
|
)
|
|
|
(1,607
|
)
|
|
|
(2,682
|
)
|
Reinsurance recoverable on paid,
and unpaid losses, net
|
|
|
242
|
|
|
|
(10,488
|
)
|
|
|
8,660
|
|
Income taxes payable/receivable
|
|
|
1,329
|
|
|
|
(3,075
|
)
|
|
|
1,196
|
|
Losses and loss expense reserves
|
|
|
39,025
|
|
|
|
58,411
|
|
|
|
24,000
|
|
Unearned premiums
|
|
|
31,989
|
|
|
|
13,496
|
|
|
|
19,996
|
|
Collateral held
|
|
|
(644
|
)
|
|
|
4,006
|
|
|
|
1,292
|
|
Receivable from subsidiary
available for sale
|
|
|
|
|
|
|
|
|
|
|
26,687
|
|
Other, net
|
|
|
4,691
|
|
|
|
702
|
|
|
|
(2,303
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating
activities
|
|
|
64,049
|
|
|
|
63,657
|
|
|
|
80,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of equity securities
|
|
|
(14,040
|
)
|
|
|
(55,903
|
)
|
|
|
(60,755
|
)
|
Purchase of fixed maturity
securities
available-for-sale
|
|
|
(158,391
|
)
|
|
|
(120,162
|
)
|
|
|
(193,030
|
)
|
Proceeds from sales of equity
securities
|
|
|
17,189
|
|
|
|
46,246
|
|
|
|
48,797
|
|
Proceeds from sales and maturities
of fixed maturities
available-for-sale
|
|
|
101,001
|
|
|
|
75,139
|
|
|
|
49,807
|
|
Proceeds from maturities of fixed
maturities
held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
325
|
|
Acquisition, net of cash acquired
|
|
|
|
|
|
|
(1,041
|
)
|
|
|
|
|
Change in short-term investments
|
|
|
(13,394
|
)
|
|
|
(6,645
|
)
|
|
|
12,060
|
|
Change in securities
receivable/payable
|
|
|
3,708
|
|
|
|
(2,273
|
)
|
|
|
1,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing
activities
|
|
|
(63,927
|
)
|
|
|
(64,639
|
)
|
|
|
(141,546
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in) by
financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common
stock
|
|
|
|
|
|
|
|
|
|
|
77,931
|
|
Issuance costs
|
|
|
|
|
|
|
|
|
|
|
(1,298
|
)
|
Redemption of Class B shares
|
|
|
|
|
|
|
|
|
|
|
(5,000
|
)
|
Principal payment on long term debt
|
|
|
|
|
|
|
|
|
|
|
(9,133
|
)
|
Dividend paid to shareholders
|
|
|
(1,917
|
)
|
|
|
(1,122
|
)
|
|
|
(525
|
)
|
Exercise of share options
|
|
|
6
|
|
|
|
|
|
|
|
|
|
Tax benefit on share compensation
plans
|
|
|
121
|
|
|
|
|
|
|
|
|
|
Draw on line of credit
|
|
|
5,000
|
|
|
|
2,300
|
|
|
|
|
|
Principal payment on line of credit
|
|
|
(1,000
|
)
|
|
|
(2,300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
financing activities
|
|
|
2,210
|
|
|
|
(1,122
|
)
|
|
|
61,975
|
|
Increase (decrease) in cash and
cash equivalents
|
|
|
2,332
|
|
|
|
(2,104
|
)
|
|
|
1,403
|
|
Cash and equivalents at beginning
of year
|
|
|
5,628
|
|
|
|
7,732
|
|
|
|
6,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents at end of year
|
|
$
|
7,960
|
|
|
|
5,628
|
|
|
|
7,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash
flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
2,358
|
|
|
|
1,873
|
|
|
|
1,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income taxes paid
|
|
$
|
10,100
|
|
|
|
8,194
|
|
|
|
7,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
61
(1) Basis
of Presentation
ProCentury Corporation (ProCentury or the Company) was formed on
July 17, 2000 by Colonial Banc Corp., Richmond Mutual
Bancorporation, Inc., DCB Financial Corp., Ohio Heritage Bancorp
Inc., Ohio Valley Banc Corp., Stonehenge Opportunity Fund, LLC,
and a group of individual investors including members of
management.
On October 5, 2000, ProCentury acquired Century Surety
Company (Century) (and its subsidiaries, Evergreen National
Indemnity Company (Evergreen), Continental Heritage Insurance
Company (Continental), and CSC Insurance Agency, Inc.) from
Century Business Services, Inc. and acquired ProCentury
Insurance Agency, Inc. (PIA) (formerly Century Workers
Compensation Agency, Inc.) from Avalon National Corporation.
ProCentury and its subsidiaries are collectively referred to
herein as the Company.
In 2001, ProCentury authorized 5,000 nonvoting $0 par
Class B and 10,000 nonvoting $0 par Class C
common shares. In September 2001, ProCentury issued 531.68
Class B shares to an unrelated third party for
$5.0 million.
In 2002 and 2003, the Company sold approximately 69.65% of the
outstanding shares of Evergreen in a series of transactions. As
of December 31, 2003, the Company owned 65.06% of the
voting shares of Evergreen and approximately 23.06% of the
economic interest in Evergreen.
On April 26, 2004, the Company issued 8,000,000 common
shares in an initial public offering (the IPO) and
received net proceeds (before expenses) of $77.9 million,
based on an initial public offering price of $10.50. The
following transactions occurred in connection with the IPO:
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Immediately prior to the completion of the IPO, each outstanding
Class A common share was converted into 500 common shares.
After the conversion, but prior to the completion of the IPO,
the Company had 4,999,995 Class A common shares
outstanding. The share conversion is reflected for all periods
presented;
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Immediately prior to the completion of the IPO, the common
shares of Evergreen and its wholly owned subsidiary, Continental
were distributed as dividends from Century to ProCentury and
then by ProCentury to ProCenturys existing Class A
shareholders. Prior to the dividends, Evergreen was a 30.35%
controlled subsidiary of Century. The operations of Evergreen
and Continental consisted of ProCenturys historical surety
and assumed workers compensation lines of insurance, which
were re-classified (net of minority interest and income taxes)
as discontinued operations in the accompanying consolidated
financial statements and notes for all periods presented.
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Immediately prior to the completion of the IPO, the common
shares of Evergreen were distributed as dividends from Century
to ProCentury and then by ProCentury to ProCenturys
existing Class A shareholders;
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The Company issued 8,000,000 common shares and received net
proceeds (before expenses) of $77.9 million;
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The Company granted 101,200 restricted common shares and 364,000
stock options to certain employees of ProCentury;
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The Company repaid $8.7 million of bank indebtedness
outstanding at the closing of the IPO;
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The Company redeemed all of its outstanding Class B common
shares for an aggregate redemption price of $5.0 million
and recorded interest expense of $518,000 in connection with the
redemption; and
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The Company amended its articles of incorporation to eliminate
the authority to issue Class B and Class C common
shares.
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62
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
In addition, on August 5, 2004, March 22, 2005 and
September 1, 2006 the Company issued 54,800, 55,024, and
36,704, respectively of restricted common shares to certain
executives of ProCentury.
The Company issued 112,500 options to certain employees on
January 3, 2006, and issued 12,000 options to the Board of
Directors on June 1, 2006. The Company issued 6,000 and
12,000 options to the Board of Directors on March 22, 2005
and June 1, 2005, respectively.
On June 1, 2005, Century acquired 100% of the outstanding
shares of the Firemans Fund of Texas (FFTX) for
$5.9 million. FFTX is a Texas domiciled property and
casualty company licensed in Texas, Oklahoma and California. On
August 16, 2005, FFTX was renamed ProCentury Insurance Company
(PIC). Since our acquisition, PIC has obtained additional
licenses in the following states: Arizona, Arkansas, Indiana,
Kansas, Louisiana, Michigan, Missouri, Nevada, New Mexico, North
Dakota, Oregon, South Carolina, Utah and West Virginia. PIC is
also approved as an excess and surplus insurer by the state
insurance regulators of Ohio.
The Company markets and underwrites general liability,
commercial property, multi-peril, garage liability and limited
bonding coverages to commercial and individual customers through
independent and affiliated agents throughout the United States.
The Companys insurance subsidiaries write business on both
an admitted and nonadmitted basis in 48 states and the
District of Columbia, on an admitted basis only in
19 states and on a nonadmitted basis only in 45 states
and the District of Columbia. The Company competes with other
property and casualty insurance companies and is subject to the
regulations of certain state and federal agencies and undergoes
periodic financial examinations by those regulatory authorities.
Following is a description of the most significant risks facing
the Company and how the Company attempts to mitigates those
risks:
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Legal/ Regulatory Risk is the risk that changes in the
legal or regulatory environment in which an insurer operates
will occur and create additional loss costs or expenses not
anticipated by the insurer in pricing its products. That is,
regulatory initiatives designed to reduce insurer profits or new
legal theories may create costs for the insurer beyond those
recorded in the consolidated financial statements. Management
attempts to reduce this risk by underwriting and loss adjusting
practices that identify and minimize the adverse impact of these
risks.
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Credit Risk is the risk that issuers of securities owned
by the Company will default or other parties, including
reinsurers that owe the Company money, will not pay. The Company
attempts to minimize this risk by adhering to a conservative
investment strategy and by maintaining reinsurance and credit
and collection policies.
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Interest Rate Risk is the risk that interest rates will
change and cause a change in the value of an insurers
investments. The Company attempts to mitigate this risk by
matching the maturity schedule of its assets with the expected
payouts of its liabilities. To the extent that liabilities come
due more quickly than assets mature, an insurer may have to sell
assets prior to maturity and recognize a gain or loss.
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Ratings Risk is the risk that rating agencies change
their outlook or rating of Century. The rating agencies
generally utilize proprietary capital adequacy models in the
process of establishing ratings for Century. Century is at risk
to changes in these models and the impact that changes in the
underlying business that it is engaged in can have on such
models. To help mitigate this risk, Century maintains regular
communications with the rating agencies and evaluates the impact
of significant transactions on such capital adequacy models and
considers the same in the design of transactions to minimize the
adverse impact of this risk.
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Significant Business Concentrations: As of
December 31, 2006, the Company did not have a material
concentration of financial instruments in a single investee or
geographic location. Also, the Company did not have a
concentration of business transactions with a particular
distribution source, a market or geographic
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63
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
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area in which business is conducted that makes it overly
vulnerable to a single event which could cause a severe impact
to the Companys financial position. The Company did,
however, have a concentration of business transactions with a
particular customer. See Note 10(c).
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Reinsurance: The Company has entered into
reinsurance contracts to cede a portion of its business. Total
amounts recoverable under these reinsurance contracts include
ceded reserves, paid and unpaid claims, and certain other
amounts, which totaled $50.0 million as of
December 31, 2006. The ceding of risk does not discharge
the original insurer from its primary obligation to the contract
holder. The Company is selective in its choice of reinsurers and
considers numerous factors, the most important of which are the
financial stability of the reinsurer, its history of responding
to claims and its overall reputation. In an effort to minimize
the Companys exposure to the insolvency of its reinsurers,
the Company evaluates the acceptability and reviews the
financial condition of each reinsurer annually. The Company
generally uses only those reinsurers that have an A.M. Best
rating of A− (excellent) or better and that
have at least $500 million in policyholders surplus,
or Lloyds of London syndicates that have an A.M. Best
rating of A− (excellent) or better. See
Note 4.
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Catastrophe Exposures: Certain insurance
coverages that the Company writes includes exposure to
catastrophic events such as fire following an earthquake,
hurricanes, tornados, hail storms, winter storms and freezing.
As a result, a single catastrophe occurrence or destructive
weather pattern could materially adversely affect the results of
operations and surplus of our insurance subsidiaries. The
Company attempts to mitigate this risk by excluding wind peril
on fixed properties in Florida and within two counties of the
Gulf of Mexico and eastern seaboard. In addition, the Company
maintains a property catastrophe reinsurance treaty to mitigate
future potential catastrophe loss exposure. The property
catastrophe reinsurance coverage in 2006 provided coverage of up
to 95% of a loss of $16.0 million in excess of the
Companys loss retention of $4.0 million per
occurrence.
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(b)
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Basis
of Accounting and Estimates
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The accompanying consolidated financial statements have been
prepared in accordance with U.S. generally accepted
accounting principles (GAAP).
In preparing the consolidated financial statements, management
is required to make certain estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date
of the consolidated financial statements, and the reported
amounts of revenue and expenses for the reporting period. Actual
results could differ significantly from those estimates.
Material estimates that are particularly susceptible to
significant change in the near-term relate to the determination
of loss and loss expense reserves, the recoverability of
deferred policy acquisition costs, the determination of federal
income taxes, the net realizable value of reinsurance
recoverables, and the determination of
other-than-temporary
declines in the fair value of investments. Although considerable
variability is inherent in these estimates, management believes
that the amounts provided are reasonable. These estimates are
continually reviewed and adjusted as necessary. Such adjustments
are reflected in current operations.
The consolidated financial statements include the accounts of
ProCentury and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated.
64
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
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(d)
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Investment
Securities
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The Company classifies its fixed maturity and equity securities
into one of two categories:
held-to-maturity
or
available-for-sale.
Held-to-maturity
securities are those securities that the Company has the ability
and intent to hold until maturity. All securities not classified
as
held-to-maturity
are classified as
available-for-sale.
Held-to-maturity
fixed maturity securities are recorded at amortized cost,
adjusted for the amortization or accretion of premiums or
discounts to maturity date using the effective interest method.
Available-for-sale
securities are recorded at fair value. Unrealized gains and
losses, net of the related tax effect and minority interest, on
available-for-sale
securities are excluded from earnings and are reported as a
component of accumulated other comprehensive income within
shareholders equity, until realized.
For mortgage-backed securities, the Company recognizes income
using a constant effective yield method based on prepayment
assumptions and the estimated economic life of the securities.
When estimated prepayments differ significantly from anticipated
prepayments, the effective yield is recalculated to reflect
actual payments to date and anticipated future payments. Any
resulting adjustment is included in net investment income. All
other investment income is recorded using the interest-method
without anticipating the impact of prepayments.
Realized gains or losses represent the difference between the
amortized cost of securities sold and the proceeds realized upon
sale, and are recorded on the trade date. The Company uses the
specific identification method to determine the cost of
securities sold.
Under the Companys accounting policy for equity securities
and fixed-maturity securities that can be contractually prepaid
or otherwise settled in a way that may limit the Companys
ability to fully recover cost, an impairment is deemed to be
other-than-temporary
unless the Company has both the ability and intent to hold the
investment for a reasonable period until the securitys
forecasted recovery and evidence exists indicating that recovery
will occur in a reasonable period of time.
For other fixed-maturity and equity securities, an
other-than-temporary
impairment charge is taken when the Company does not have the
ability and intent to hold the security until the forecasted
recovery or if it is no longer probable that the Company will
recover all amounts due under the contractual terms of the
security. Many criteria are considered during this process
including, but not limited to, the current fair value as
compared to amortized cost or cost, as appropriate, of the
security; the amount and length of time a securitys fair
value has been below amortized cost or cost; specific credit
issues and financial prospects related to the issuer;
managements intent to hold or dispose of the security; and
current economic conditions.
Additionally, for certain securitized financial assets with
contractual cash flows (including asset-backed securities), FASB
Emerging Task Force (EITF)
99-20,
Recognition of Interest Income and Impairment on
Purchased and Retained Beneficial Interests in Securitized
Financial Assets, requires the Company to periodically
update its best estimate of cash flows over the life of the
security. If management determines that the fair value of a
securitized financial asset is less than its carrying amount and
there has been a decrease in the present value of the estimated
cash flows since the last revised estimate, considering timing
and amount, then an other than-temporary impairment
is recognized.
Other-than-temporary
impairment losses result in a permanent reduction to the cost
basis of the underlying investment and are included in realized
gains (losses) in the accompanying Consolidated Statements of
Operations.
Premiums and discounts are amortized or accreted over the life
of the related
held-to-maturity
or
available-for-sale
security as an adjustment to yield using the effective interest
method. Dividend and interest income is recognized when earned.
65
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
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(e)
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Premiums
in Course of Collection
|
Premiums in course of collection include amounts due from
agents, and beginning in 2006, including an estimate of the
policies that have been written by agents but not yet reported
to us, and amounts relating to assumed reinsurance. These
balances are stated net of certain commission payable amounts,
prepaid agents balances, and allowance for uncollectible
premiums in course of collection. The Company evaluates the
collectibility of premiums in course of collection based on a
combination of factors. In circumstances in which the Company is
aware of a specific customers inability to meet its
financial obligations to the Company, a specific allowance for
bad debt against amounts due is recorded to reduce the net
receivable to the amount believed to be collectible. For all
remaining balances, allowances are recognized for bad debts
based on the length of time the receivables are past due using
the Companys historical experience of write-offs. The
allowance for uncollectible premiums in course of collection was
$156,000 and $58,000, at December 31, 2006 and 2005,
respectively.
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(f)
|
Loss
and Loss Expense Reserves
|
Loss and loss expense reserves represent an estimate of the
expected cost of the ultimate settlement and administration of
losses, based on facts and circumstances then known. The Company
uses actuarial methodologies to assist in establishing these
estimates, including judgments relative to estimates of future
claims severity and frequency, length of time to develop to
ultimate resolution, judicial theories of liability and other
third-party factors that are often beyond our control. Due to
the inherent uncertainty associated with the cost of unsettled
and unreported claims, the ultimate liability may be different
from the original estimate. Such estimates are regularly
reviewed and updated and any resulting adjustments are included
in the current periods results. The loss and loss expense
reserves are not discounted.
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(g)
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Premium
Written, Earned and Unearned
|
Insurance premiums are recognized as revenue ratably over the
period of the insurance contract or over the period of risk if
the period of risk differs significantly from the contract
period. Written premium is recorded based on the insurance
policies that have been reported to the Company and beginning in
2006, the policies that have been written by the agents but not
yet reported to the Company. The Company must estimate the
amount of written premium not yet reported based on judgments
relative to current and historical trends of the business being
written. Such estimates are regularly reviewed and updated and
any resulting adjustments are included in the current
years results. An unearned premium reserve is established
to reflect the unexpired portion of each policy at the financial
reporting date.
The Company records policies that have fully funded limits on a
deposit basis as they are not considered to transfer insurance
risk.
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(i)
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Deferred
Policy Acquisition Costs
|
The Company defers commissions, premium taxes and certain other
costs that vary with and are primarily related to the
acquisition of insurance contracts. These costs are capitalized
and charged to expense in proportion to premium revenue
recognized. The method followed in computing deferred policy
acquisition costs limits the amount of such deferred costs to
their estimated realizable value, which gives effect to the
premium to be earned, related investment income, anticipated
losses and settlement expenses and certain other costs expected
to be incurred as the premium is earned. Judgments as to
ultimate recoverability of such deferred costs are highly
dependent upon estimated future loss costs associated with the
written premiums. The amounts that are not considered realizable
are charged as an expense through amortization of deferred
policy acquisition costs.
66
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
In the ordinary course of business, Century reinsures certain
risks, generally on an
excess-of-loss
basis, with other insurance companies which primarily are rated
A or higher by A.M. Best. Such reinsurance
arrangements serve to limit the Companys maximum loss.
Reinsurance does not discharge the Company from its primary
liability to policyholders, and to the extent that a reinsurer
is unable to meet its obligations, the Company would be liable.
Reinsurance recoverables are determined based in part on the
terms and conditions of reinsurance contracts. Reinsurance
recoverables on paid and unpaid losses, net, are established for
the portion of our loss and loss expense reserves that are ceded
to reinsurers and are reported separately as assets, net of any
valuation allowance. Reinsurance recoverables on paid and unpaid
losses are accounted for and reported separately as assets, net
of any valuation allowance, while ceded premiums payable are
reported separately as liabilities. Reinsurance premiums paid
and reinsurance recoveries on claims incurred are deducted from
the respective revenue and expense accounts. The estimated
valuation allowance on reinsurance recoverables on paid losses
at December 31, 2006 and 2005 was $4.1 million and
$1.3 million, respectively.
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(k)
|
Intangibles
and Goodwill
|
On June 1, 2005, Century acquired 100% of the outstanding
shares of the Firemans Fund of Texas (FFTX) for
$5.9 million. FFTX is a Texas domiciled property and
casualty company licensed in Texas, Oklahoma and California,
Arizona, Arkansas, Indiana, Kansas, Louisiana, Michigan,
Missouri, Nevada, New Mexico, North Dakota, Oregon, South
Carolina, Utah and West Virginia. The acquisition is part of the
Companys long-term plan to develop business that requires
admitted status, as well as its continued focus on growing its
excess and surplus lines business. On August 16, 2005, FFTX
was renamed ProCentury Insurance Company. The total purchase
price of the acquisition was allocated to the assets and the
liabilities acquired based upon the respective fair values as of
the date of acquisition. Intangible assets included in the
purchase were valued at $375,000. The excess of the fair value
of the net identifiable assets acquired over the purchase price
was $240,000 and was recorded as non-deductible goodwill. In
accordance with Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other
Intangible Assets, the amortization of goodwill and
indefinite-lived intangible assets is not permitted. Goodwill
and indefinite-lived intangible assets remain on the balance
sheet and are tested for impairment on an annual basis, or when
there is reason to suspect that their values may have been
diminished or impaired. During our annual analysis in 2006, we
determined these assets had not been impaired. The
indefinite-life intangible assets and goodwill are included in
other assets in the Consolidated Balance Sheets.
ProCentury and its subsidiaries file a consolidated federal
income tax return in accordance with a tax sharing agreement.
The entities utilize a consolidated approach to the allocation
of federal income taxes, whereas ProCenturys tax sharing
agreement with its subsidiaries allowed it to make certain code
elections in its consolidated federal tax return. In the event
such code elections are made, any benefit or liability is the
responsibility of ProCentury and is not accrued or paid by the
subsidiaries.
The Company provides for federal income taxes based on amounts
the Company believes it ultimately will owe. Inherent in the
provision for federal income taxes are estimates regarding the
deductibility of certain items and the realization of certain
tax credits. In the event the ultimate deductibility of certain
items or the realization of certain tax credits differs from
estimates, the Company may be required to significantly change
the provision for federal income taxes recorded in the
consolidated financial statements. Any such change could
significantly affect the amounts reported in the consolidated
statements of income.
67
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
The Company utilizes the asset and liability method of
accounting for income tax. Under this method, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss and tax credit
carry-forwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to
be recovered or settled. Under this method, the effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date. Valuation allowances are established when necessary to
reduce the deferred tax assets to the amounts which are more
likely than not to be realized.
Basic net income per share excludes dilution and is calculated
by dividing income available to common shareholders by the
weighted-average number of common shares outstanding for the
period. Diluted EPS reflects the dilution that could occur if
securities or other contracts to issue common shares (common
share equivalents) were exercised. When inclusion of common
share equivalents increases the EPS or reduces the loss per
share, the effect on earnings is antidilutive. Under these
circumstances, diluted net income per share is computed
excluding the common share equivalents.
Pursuant to disclosure requirements contained in
SFAS No. 128, Earnings per Share, the following
information represents a reconciliation of the numerator and
denominator of the basic and diluted EPS computations contained
in the Companys consolidated financial statements.
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For the Year Ended December 31, 2006
|
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Income
|
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Shares
|
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Per Share
|
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|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
|
(In thousands except per share data)
|
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|
Basic Net Income Per
Share
|
|
|
|
|
|
|
|
|
|
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Net income
|
|
$
|
20,901
|
|
|
|
13,121,848
|
|
|
|
1.59
|
|
Effect of Dilutive
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted common shares
|
|
|
|
|
|
|
134,571
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
20,901
|
|
|
|
13,256,419
|
|
|
|
1.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2005
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
|
(In thousands except per share data)
|
|
|
Basic Net Income Per
Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
10,241
|
|
|
|
13,060,509
|
|
|
|
0.78
|
|
Effect of Dilutive
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted common shares
|
|
|
|
|
|
|
68,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
10,241
|
|
|
|
13,129,425
|
|
|
|
0.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2004
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
|
(In thousands except per share data)
|
|
|
Basic Net Income Per
Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before discontinued
operations
|
|
$
|
13,721
|
|
|
|
10,623,645
|
|
|
|
1.29
|
|
Effect of Dilutive
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted common shares
|
|
|
|
|
|
|
29,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before discontinued
operations
|
|
|
13,721
|
|
|
|
10,653,316
|
|
|
|
1.29
|
|
Discontinued operations, net of tax
|
|
|
1,259
|
|
|
|
|
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
14,980
|
|
|
|
10,653,316
|
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income encompasses all changes in
shareholders equity (except those arising from
transactions with shareholders) and includes net income and
changes in net unrealized investment gains and losses on fixed
maturity investments classified as
available-for-sale
and equity securities, net of taxes.
|
|
(o)
|
Fair
Value Disclosures
|
The Company, in estimating its fair value disclosures for
financial instruments, uses the following methods and
assumptions:
|
|
|
|
|
Cash and short-term investments The carrying
amounts reported approximate their fair value.
|
|
|
|
Investment securities Fair values for fixed
maturity securities are based on quoted market prices, where
available. For fixed maturity securities not actively traded,
fair values are estimated using values obtained from independent
pricing services. Fair values for equity securities, consisting
of preferred and common stocks and bond mutual funds, are based
on quoted market prices or independent pricing services. Fair
value disclosures for investments are included in Note 2.
|
|
|
|
Other The carrying amounts reported for
premiums in the course of collection, reinsurance recoverables,
accrued investment income, and other assets approximate their
fair value. The Companys long term debt, line of credit,
accrued expenses and other liabilities, collateral held, and
reinsurance balances payable are either short term in nature or
based on current market prices, which also approximates fair
value.
|
|
|
(p)
|
Share
Option Accounting
|
Effective January 1, 2006, the Company adopted Statement of
Financial Accounting Standards (SFAS)
No. 123(R), Share-Based Payment
(SFAS No. 123R), using the modified
prospective application transition method.
SFAS No. 123R revises SFAS No. 123,
Accounting for Stock-Based Compensation
(SFAS No. 123). The Company previously
followed the provisions of Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees
(APB 25), the Financial Accounting
Standards Board (FASB) Interpretation No. 44,
Accounting for Certain Transactions involving Stock
Compensation (an interpretation of APB Opinion No. 25),
and other related accounting interpretations for the
Companys share option and restricted common share plans
utilizing the intrinsic value method. The Company
also followed the disclosure provisions of
SFAS No. 123, Accounting for Stock-Based
Compensation, for the Companys share option grants, as
amended by SFAS No. 148, Accounting for Stock-Based
Compensation Transition and Disclosure; an amendment
of FASB Statement No. 123.
69
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
Under the modified prospective method, all unvested employee
share options and restricted stock are being expensed over the
remaining vesting period based on the fair value at the date the
options were granted. In addition, SFAS No. 123R
requires the Company to estimate forfeitures in calculating the
expense relating to stock-based compensation as opposed to
recognizing these forfeitures and the corresponding reduction in
expense as they occur. In addition, SFAS No. 123R
requires the Company to reflect the tax savings resulting from
tax deductions in excess of compensation expense reflected in
its financial statements as a cash inflow from financing
activities in its statement of cash flows rather than as an
operating cash flow as in prior periods.
If the Company recorded compensation expense for its share
option grants based on the fair value method, the
Companys net income and earnings per share for the years
ended December 31, 2005 and 2004 would have been adjusted
to the pro forma amounts as indicated in the following table:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands, except for per share data)
|
|
|
Net income:
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
10,241
|
|
|
|
14,980
|
|
Add: Share-based employee
compensation expense included in reported net income, net of
related tax effects
|
|
|
530
|
|
|
|
124
|
|
Less: Additional share-based
employee compensation expense determined under fair value-based
method for all awards, net of related tax effects
|
|
|
(824
|
)
|
|
|
(677
|
)
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
$
|
9,947
|
|
|
|
14,427
|
|
|
|
|
|
|
|
|
|
|
Basic income per common share:
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
0.78
|
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
$
|
0.76
|
|
|
|
1.36
|
|
|
|
|
|
|
|
|
|
|
Diluted income per common share:
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
0.78
|
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
$
|
0.76
|
|
|
|
1.35
|
|
|
|
|
|
|
|
|
|
|
The fair values of the share options are estimated on the date
of grant using the Black Scholes option pricing model with the
following weighted average assumptions:
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
December 31, 2005
|
|
|
December 31, 2004
|
|
|
Risk-free interest rate
|
|
|
3.97
|
%
|
|
|
3.74
|
%
|
Expected Dividends
|
|
|
0.76
|
%
|
|
|
0.76
|
%
|
Expected Volatility
|
|
|
23.14
|
%
|
|
|
23.14
|
%
|
Weighted average expected term
|
|
|
7.00
|
Years
|
|
|
6.15
|
Years
|
|
|
(q)
|
Recently
Issued Accounting Standards
|
In September 2006, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements
(SAB 108). SAB 108 provides interpretive
guidance on how the effects of prior-year uncorrected
misstatements should be considered when quantifying
misstatements in the current year financial statements. SAB 108
requires registrants to quantify misstatements using both an
income statement (rollover) and balance sheet
70
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
(iron curtain) approach and evaluate whether either
approach results in a misstatement that, when all relevant
quantitative and qualitative factors are considered, is
material. If prior year errors that had been previously
considered immaterial now are considered material based on
either approach, no restatement is required so long as
management properly applied its previous approach and all
relevant facts and circumstances were considered. If prior years
are not restated, the cumulative effect adjustment is recorded
in opening accumulated earnings as of the beginning of the
fiscal year of adoption. SAB 108 is effective for fiscal
years ending on or after November 15, 2006, with earlier
adoption encouraged. We adopted SAB 108 in the fourth
quarter of 2006 and it did not have a material effect on our
consolidated financial condition or results of operations.
In July 2006, the Financial Accounting Standards Board
(FASB) released FASB Interpretation No. (FIN) 48,
Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109. FIN 48
clarifies the accounting for uncertainty in income taxes
recognized in the financial statements in accordance with
SFAS 109, Accounting for Income Taxes. The
Interpretation prescribes a recognition threshold and
measurement attribute for the financial statement recognition
and measurement of a tax position taken or expected to be taken
in a tax return. It also provides guidance on derecognition,
classification, interest and penalties, accounting for interim
periods, disclosure and transition. FIN 48 is effective for
fiscal years beginning after December 15, 2006. We will
adopt FIN 48 effective January 1, 2007; however, we do
not expect it will have a material impact on our consolidated
financial condition or results of operations.
In September 2005, the Accounting Standards Executive Committee
of the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP)
05-1,
Accounting by Insurance Enterprises for Deferred
Acquisition Costs in Connection with Modifications or Exchanges
of Insurance Contracts
(SOP 05-1).
SOP 05-1
provides guidance on accounting by insurance enterprises for
deferred acquisition costs on internal replacements of insurance
and investment contracts other than those specifically described
in SFAS No. 97, Accounting and Reporting by
Insurance Enterprises for Certain Long-Duration Contracts and
for Realized Gains and Losses from the Sale of
Investments, issued by the FASB.
SOP 05-1
defines an internal replacement as a modification in product
benefits, features, rights or coverages that occurs as a result
of the exchange of a contract for a new contract, or by
amendment, endorsement or rider to a contract, or by the
election of a new feature or coverage within a contract.
SOP 05-1
is effective for internal replacements occurring in fiscal years
beginning after December 15, 2006, with earlier adoption
encouraged. Retrospective application of
SOP 05-1
to previously issued financial statements is not permitted.
Initial application of
SOP 05-1
is required as of the beginning of an entitys fiscal year.
We will adopt
SOP 05-1
effective January 1, 2007. We continue to evaluate the
impact of
SOP 05-1;
however, we do not expect it will have a material effect on our
consolidated financial condition or results of operations.
In February 2006, the Financial Accounting Standards Board
(FASB) issued Statement No. 155,
Accounting for Certain Hybrid Financial Instruments
(SFAS No. 155). Under current generally
accepted accounting principles an entity that holds a financial
instrument with an embedded derivative must bifurcate the
financial instrument, resulting in the host and the embedded
derivative being accounted for separately.
SFAS No. 155 permits, but does not require, entities
to account for financial instruments with an embedded derivative
at fair value thus negating the need to bifurcate the instrument
between its host and the embedded derivative.
SFAS No. 155 is effective as of the beginning of the
first annual reporting period that begins after
September 15, 2006. We are currently evaluating the impact
of adopting SFAS No. 155; however, we do not expect it
will have a material effect on our consolidated financial
condition or results of operations.
In March 2006, the FASB issued Statement No. 156,
Accounting for Servicing of Financial Assets
(SFAS No. 156). SFAS No. 156
amends FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities, to require that all separately recognized servicing
assets and servicing liabilities be initially measured at fair
value, if practicable. SFAS No. 156 permits, but does
not require,
71
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
the subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value. An entity that
uses derivative instruments to mitigate the risks inherent in
servicing assets and servicing liabilities is required to
account for those derivative instruments at fair value.
SFAS No. 156 is effective as of the beginning of the
first annual reporting period that begins after
September 15, 2006. We continue to evaluate the adoption of
SFAS No. 156, but do not expect that it will not have
a material effect on our financial condition or results of
operations.
In September 2006, the FASB issued Statement No. 157,
Fair Value Measurements
(SFAS No. 157), which clarifies that the
term fair value is intended to mean a market-based measure, not
an entity-specific measure and gives the highest priority to
quoted prices in active markets in determining fair value.
SFAS No. 157 requires disclosures about (1) the
extent to which companies measure assets and liabilities at fair
value, (2) the methods and assumptions used to measure fair
value, and (3) the effect of fair value measures on
earnings. SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007. We are currently
evaluating the impact of adopting SFAS No. 157;
however, we do not expect it will have a material effect on our
consolidated financial condition or results of operations.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities, Including an amendment of FASB Statement
No. 115 (SFAS 159). The objective of
SFAS 159 is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported
net income caused by measuring related assets and liabilities
differently. This statement permits entities to choose, at
specified election dates, to measure eligible items at fair
value (i.e., the fair value option). Items eligible for the fair
value option include certain recognized financial assets and
liabilities, rights and obligations under certain insurance
contracts that are not financial instruments, host financial
instruments resulting from the separation of an embedded
nonfinancial derivative instrument from a nonfinancial hybrid
instrument, and certain commitments. Business entities shall
report unrealized gains and losses on items for which the fair
value option has been elected in net income. The fair value
option: (a) may be applied instrument by instrument, with
certain exceptions; (b) is irrevocable (unless a new
election date occurs); and (c) is applied only to entire
instruments and not to portions of instruments. SFAS 159 is
effective as of the beginning of an entitys first fiscal
year that begins after November 15, 2007, although early
adoption is permitted under certain conditions. Companies shall
report the effect of the first remeasurement to fair value as a
cumulative-effect adjustment to the opening balance of retained
earnings. We are currently evaluating the impact of
SFAS 159.
Certain 2005 and 2004 amounts have been reclassified in order to
conform to the 2006 presentation.
(2) Investments
The Company invests primarily in investment-grade fixed
maturities. The amortized cost, gross unrealized gains and
losses and estimated fair value of fixed maturity securities
classified as
held-to-maturity
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
|
U.S. Treasury securities
|
|
$
|
88
|
|
|
|
10
|
|
|
|
|
|
|
|
98
|
|
Agencies not backed by the full
faith and credit of the U.S. Government
|
|
|
1,026
|
|
|
|
|
|
|
|
(23
|
)
|
|
|
1,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,114
|
|
|
|
10
|
|
|
|
(23
|
)
|
|
|
1,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
|
U.S. Treasury securities
|
|
$
|
89
|
|
|
|
13
|
|
|
|
|
|
|
|
102
|
|
Agencies not backed by the full
faith and credit of the U.S. Government
|
|
|
1,039
|
|
|
|
|
|
|
|
(23
|
)
|
|
|
1,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,128
|
|
|
|
13
|
|
|
|
(23
|
)
|
|
|
1,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost, gross unrealized gains and losses, and
estimated fair value of fixed maturity and equity securities
classified as
available-for-sale
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Fixed Maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
|
|
$
|
3,636
|
|
|
|
|
|
|
|
(49
|
)
|
|
|
3,587
|
|
|
|
|
|
Agencies not backed by the full
faith and credit of the U.S. Government
|
|
|
13,793
|
|
|
|
|
|
|
|
(258
|
)
|
|
|
13,535
|
|
|
|
|
|
Obligations of states and
political subdivisions
|
|
|
150,981
|
|
|
|
445
|
|
|
|
(795
|
)
|
|
|
150,631
|
|
|
|
|
|
Corporate securities
|
|
|
35,058
|
|
|
|
125
|
|
|
|
(730
|
)
|
|
|
34,453
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
59,599
|
|
|
|
34
|
|
|
|
(1,108
|
)
|
|
|
58,525
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
|
49,486
|
|
|
|
152
|
|
|
|
(622
|
)
|
|
|
49,016
|
|
|
|
|
|
Asset-backed securities
|
|
|
49,513
|
|
|
|
316
|
|
|
|
(1,154
|
)
|
|
|
48,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities
|
|
|
362,066
|
|
|
|
1,072
|
|
|
|
(4,716
|
)
|
|
|
358,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
28,112
|
|
|
|
346
|
|
|
|
(270
|
)
|
|
|
28,188
|
|
|
|
|
|
Bond mutual funds
|
|
|
14,876
|
|
|
|
62
|
|
|
|
(183
|
)
|
|
|
14,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equities
|
|
|
42,988
|
|
|
|
408
|
|
|
|
(453
|
)
|
|
|
42,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
405,054
|
|
|
|
1,480
|
|
|
|
(5,169
|
)
|
|
|
401,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Fixed Maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
|
|
$
|
3,688
|
|
|
|
1
|
|
|
|
(53
|
)
|
|
|
3,636
|
|
|
|
|
|
Agencies not backed by the full
faith and credit of the U.S. Government
|
|
|
14,526
|
|
|
|
|
|
|
|
(230
|
)
|
|
|
14,296
|
|
|
|
|
|
Obligations of states and
political subdivisions
|
|
|
142,932
|
|
|
|
387
|
|
|
|
(1,037
|
)
|
|
|
142,282
|
|
|
|
|
|
Corporate securities
|
|
|
36,689
|
|
|
|
40
|
|
|
|
(876
|
)
|
|
|
35,853
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
40,910
|
|
|
|
31
|
|
|
|
(880
|
)
|
|
|
40,061
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
|
27,943
|
|
|
|
15
|
|
|
|
(606
|
)
|
|
|
27,352
|
|
|
|
|
|
Asset-backed securities
|
|
|
39,549
|
|
|
|
238
|
|
|
|
(635
|
)
|
|
|
39,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities
|
|
|
306,237
|
|
|
|
712
|
|
|
|
(4,317
|
)
|
|
|
302,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
27,521
|
|
|
|
215
|
|
|
|
(795
|
)
|
|
|
26,941
|
|
|
|
|
|
Bond mutual funds
|
|
|
18,516
|
|
|
|
15
|
|
|
|
(679
|
)
|
|
|
17,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equities
|
|
|
46,037
|
|
|
|
230
|
|
|
|
(1,474
|
)
|
|
|
44,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
352,274
|
|
|
|
942
|
|
|
|
(5,791
|
)
|
|
|
347,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other-than-temporary
impairment losses result in a permanent reduction to the cost
basis of the underlying investment and are included in the net
realized investment gains (losses) in the consolidated
statements of operations. For the year ended December 31,
2006, eleven of the asset-backed securities were written down in
accordance with
EITF 99-20
in the amount of $1.4 million, which was included as
realized losses in the consolidated statements of operations.
For the year ended December 31, 2005, the Company
determined that two of the fixed maturity securities were other
than temporarily impaired and were written down in the aggregate
of $150,000, which were included as realized losses in the
consolidated statements of operations. No
other-than-temporary
impairments were recorded in the year ended December 31,
2004.
74
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
The estimated fair value, related gross unrealized loss, and the
length of time that the securities have been impaired for
available-for-sale
securities that are considered temporarily impaired are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
Less Than 12 Months
|
|
|
12 Months or Longer
|
|
|
Total
|
|
|
|
Estimated
|
|
|
Gross
|
|
|
Estimated
|
|
|
Gross
|
|
|
Estimated
|
|
|
Gross
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
|
(In thousands)
|
|
|
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
|
|
$
|
207
|
|
|
|
(2
|
)
|
|
|
3,381
|
|
|
|
(47
|
)
|
|
|
3,588
|
|
|
|
(49
|
)
|
Agencies not backed by the full
faith and credit of the U.S. Government
|
|
|
6,925
|
|
|
|
(75
|
)
|
|
|
6,610
|
|
|
|
(183
|
)
|
|
|
13,535
|
|
|
|
(258
|
)
|
Obligations of states and
political subdivisions
|
|
|
44,635
|
|
|
|
(187
|
)
|
|
|
42,079
|
|
|
|
(608
|
)
|
|
|
86,714
|
|
|
|
(795
|
)
|
Corporate securities
|
|
|
2,718
|
|
|
|
(28
|
)
|
|
|
25,175
|
|
|
|
(702
|
)
|
|
|
27,893
|
|
|
|
(730
|
)
|
Mortgage-backed securities
|
|
|
20,139
|
|
|
|
(142
|
)
|
|
|
33,598
|
|
|
|
(966
|
)
|
|
|
53,737
|
|
|
|
(1,108
|
)
|
Collateralized mortgage obligations
|
|
|
11,124
|
|
|
|
(131
|
)
|
|
|
20,504
|
|
|
|
(491
|
)
|
|
|
31,628
|
|
|
|
(622
|
)
|
Asset-backed securities
|
|
|
21,040
|
|
|
|
(747
|
)
|
|
|
12,298
|
|
|
|
(407
|
)
|
|
|
33,338
|
|
|
|
(1,154
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
106,788
|
|
|
|
(1,312
|
)
|
|
|
143,645
|
|
|
|
(3,404
|
)
|
|
|
250,433
|
|
|
|
(4,716
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
8,555
|
|
|
|
(101
|
)
|
|
|
4,365
|
|
|
|
(169
|
)
|
|
|
12,920
|
|
|
|
(270
|
)
|
Bond mutual funds
|
|
|
498
|
|
|
|
(3
|
)
|
|
|
13,181
|
|
|
|
(180
|
)
|
|
|
13,679
|
|
|
|
(183
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,053
|
|
|
|
(104
|
)
|
|
|
17,546
|
|
|
|
(349
|
)
|
|
|
26,599
|
|
|
|
(453
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total
|
|
$
|
115,841
|
|
|
|
(1,416
|
)
|
|
|
161,191
|
|
|
|
(3,753
|
)
|
|
|
277,032
|
|
|
|
(5,169
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2006, the Company had 189 fixed income
securities and 15 equity securities that have been in an
unrealized loss position for one year or longer. One hundred and
seventy-one of the fixed income securities are investment grade,
of which 164 of these securities are rated A1/A or better
(including 120 securities which are rated AAA). The 18 remaining
non-investment grade fixed income securities have an aggregate
fair value equal to 96.4% of their book value as of
December 31, 2006. Five of the equity securities that have
been in an unrealized loss position for one year or longer
relate to investments in closed or open ended bond or preferred
stock funds. Each of these investments continues to pay its
regularly scheduled monthly dividend and there have been no
material changes in credit quality of any of these funds over
the past twelve months. Finally, the ten remaining equity
securities that have been in an unrealized loss position for one
year or longer relate to preferred share investments in issuers
each of which has shown an improved or stable financial
performance during the past twelve months. In addition, these 15
equity securities have an aggregate fair market value equal to
98.1% of their book value as of December 31, 2006. All 189
of the fixed income securities are current on interest and
principal and all 15 of the equity securities continue to pay
dividends at a level consistent with the prior year. Management
believes that it is probable that all contract terms of each
security will be satisfied. The unrealized loss position is due
to the changes in interest rate environment and the Company has
the positive intent and ability to hold these securities until
they mature or recover in value.
75
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
The estimated fair value, related gross unrealized loss, and the
length of time that the securities have been impaired for
available-for-sale
securities that were considered temporarily impaired at
December 31, 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005
|
|
|
|
Less Than 12 Months
|
|
|
12 Months or Longer
|
|
|
Total
|
|
|
|
Estimated
|
|
|
Gross
|
|
|
Estimated
|
|
|
Gross
|
|
|
Estimated
|
|
|
Gross
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
|
(In thousands)
|
|
|
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
|
|
$
|
2,097
|
|
|
|
(18
|
)
|
|
|
1,329
|
|
|
|
(35
|
)
|
|
|
3,426
|
|
|
|
(53
|
)
|
Agencies not backed by the full
faith and credit of the U.S. Government
|
|
|
6,497
|
|
|
|
(44
|
)
|
|
|
7,604
|
|
|
|
(186
|
)
|
|
|
14,101
|
|
|
|
(230
|
)
|
Obligations of states and
political subdivisions
|
|
|
73,534
|
|
|
|
(538
|
)
|
|
|
30,571
|
|
|
|
(499
|
)
|
|
|
104,105
|
|
|
|
(1,037
|
)
|
Corporate securities
|
|
|
15,042
|
|
|
|
(357
|
)
|
|
|
15,158
|
|
|
|
(519
|
)
|
|
|
30,200
|
|
|
|
(876
|
)
|
Mortgage-backed securities
|
|
|
33,314
|
|
|
|
(680
|
)
|
|
|
6,208
|
|
|
|
(200
|
)
|
|
|
39,522
|
|
|
|
(880
|
)
|
Collateralized mortgage obligations
|
|
|
17,004
|
|
|
|
(358
|
)
|
|
|
9,055
|
|
|
|
(248
|
)
|
|
|
26,059
|
|
|
|
(606
|
)
|
Asset-backed securities
|
|
|
18,521
|
|
|
|
(393
|
)
|
|
|
7,821
|
|
|
|
(242
|
)
|
|
|
26,342
|
|
|
|
(635
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
166,009
|
|
|
|
(2,388
|
)
|
|
|
77,746
|
|
|
|
(1,929
|
)
|
|
|
243,755
|
|
|
|
(4,317
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
10,523
|
|
|
|
(490
|
)
|
|
|
3,873
|
|
|
|
(305
|
)
|
|
|
14,396
|
|
|
|
(795
|
)
|
Bond mutual funds
|
|
|
8,305
|
|
|
|
(390
|
)
|
|
|
9,095
|
|
|
|
(289
|
)
|
|
|
17,400
|
|
|
|
(679
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
18,828
|
|
|
|
(880
|
)
|
|
|
12,968
|
|
|
|
(594
|
)
|
|
|
31,796
|
|
|
|
(1,474
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total
|
|
$
|
184,837
|
|
|
|
(3,268
|
)
|
|
|
90,714
|
|
|
|
(2,523
|
)
|
|
|
275,551
|
|
|
|
(5,791
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities
because borrowers may have the right to call or to prepay
obligations with or without call or prepayment penalties.
76
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
Amortized
|
|
|
Estimated Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
|
(In thousands)
|
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
|
|
|
|
|
|
Due after one year through five
years
|
|
|
1,026
|
|
|
|
1,003
|
|
Due after five years through ten
years
|
|
|
|
|
|
|
|
|
Due after ten years
|
|
|
88
|
|
|
|
98
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,114
|
|
|
|
1,101
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
3,176
|
|
|
|
3,155
|
|
Due after one year through five
years
|
|
|
44,731
|
|
|
|
43,888
|
|
Due after five years through ten
years
|
|
|
67,334
|
|
|
|
66,873
|
|
Due after ten years
|
|
|
88,227
|
|
|
|
88,292
|
|
Mortgage-backed, collateralized
obligations and asset backed
|
|
|
158,598
|
|
|
|
156,214
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
362,066
|
|
|
|
358,422
|
|
|
|
|
|
|
|
|
|
|
The components of net investment income in 2006, 2005 and 2004
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Interest on fixed maturities
|
|
$
|
16,342
|
|
|
|
12,393
|
|
|
|
8,781
|
|
Dividends on equity securities
|
|
|
3,166
|
|
|
|
2,832
|
|
|
|
1,904
|
|
Interest on cash and short-term
investments
|
|
|
1,354
|
|
|
|
486
|
|
|
|
199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,862
|
|
|
|
15,711
|
|
|
|
10,884
|
|
Less investment expenses
|
|
|
1,490
|
|
|
|
1,224
|
|
|
|
836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
19,372
|
|
|
|
14,487
|
|
|
|
10,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
All investments in fixed-maturity securities were income
producing during 2006, 2005 and 2004. Net realized investment
gains (losses) including
other-than-temporary
impairments, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Realized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains
|
|
$
|
1,589
|
|
|
|
590
|
|
|
|
289
|
|
Gross realized losses
|
|
|
(1,610
|
)
|
|
|
(417
|
)
|
|
|
(240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities
|
|
|
(21
|
)
|
|
|
173
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains
|
|
|
595
|
|
|
|
116
|
|
|
|
294
|
|
Gross realized losses
|
|
|
(494
|
)
|
|
|
(615
|
)
|
|
|
(293
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
|
101
|
|
|
|
(499
|
)
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized investment gains
(losses)
|
|
$
|
80
|
|
|
|
(326
|
)
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, 2006, 2005 and 2004, net
income tax expense (benefit) on net realized investment (losses)
gains was $28,000, $(114,000), and $18,000, respectively.
Proceeds from the sale of fixed maturity securities
available-for-sale
were $71.6 million, $48.3 million, and
$28.0 million for the years ended December 31, 2006,
2005 and 2004, respectively.
The change in unrealized appreciation on investments recorded in
shareholders equity and in other comprehensive income is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Fixed maturities securities
|
|
$
|
(39
|
)
|
|
|
(4,536
|
)
|
|
|
363
|
|
Equity securities
|
|
|
1,199
|
|
|
|
(1,506
|
)
|
|
|
(115
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized appreciation
(depreciation) on investments before adjustment to taxes
|
|
|
1,160
|
|
|
|
(6,042
|
)
|
|
|
248
|
|
Change in deferred income tax
expense (benefit)
|
|
|
406
|
|
|
|
(2,072
|
)
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized
appreciation on investments, net of tax
|
|
$
|
754
|
|
|
|
(3,970
|
)
|
|
|
144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Century and PIC held fixed maturity securities with a carrying
value of approximately $9.4 million and $8.7 million
on deposit with regulatory authorities as required by law at
December 31, 2006 and 2005, respectively.
At December 31, 2006 and 2005, Century maintained a trust
fund (consisting of cash and investments) with a combined
carrying value of approximately $247,000 and $236,000,
respectively. The assets of the trust are recorded as cash and
investments and are held as security for unearned premiums and
outstanding loss reserves under an assumed reinsurance contract.
78
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
(3) Loss
and Loss Expense Reserves
The rollforward of loss and loss expense reserves are summarized
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Loss and loss expense reserves at
beginning of year, as reported
|
|
$
|
211,647
|
|
|
|
153,236
|
|
|
|
129,236
|
|
|
|
|
|
Less reinsurance recoverables on
unpaid losses at beginning of year
|
|
|
37,448
|
|
|
|
29,485
|
|
|
|
36,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and loss expense reserves
at beginning of year
|
|
|
174,199
|
|
|
|
123,751
|
|
|
|
92,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loss and loss
expenses incurred for claims related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
136,583
|
|
|
|
112,946
|
|
|
|
78,015
|
|
|
|
|
|
Prior years
|
|
|
(1,103
|
)
|
|
|
5,400
|
|
|
|
11,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total incurred
|
|
|
135,480
|
|
|
|
118,346
|
|
|
|
89,066
|
|
|
|
|
|
Losses and loss expense payments
for claims related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
38,781
|
|
|
|
24,548
|
|
|
|
22,095
|
|
|
|
|
|
Prior years
|
|
|
56,330
|
|
|
|
43,350
|
|
|
|
35,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total paid
|
|
|
95,111
|
|
|
|
67,898
|
|
|
|
57,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and loss expense reserves
at end of year
|
|
|
214,568
|
|
|
|
174,199
|
|
|
|
123,751
|
|
|
|
|
|
Plus reinsurance recoverables on
unpaid losses at end of year
|
|
|
36,104
|
|
|
|
37,448
|
|
|
|
29,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss expense reserves at
end of year, as reported
|
|
$
|
250,672
|
|
|
|
211,647
|
|
|
|
153,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company (decreased) increased incurred loss and loss
expenses attributable to insured events of prior periods by
approximately $(1.1) million, $5.4 million and
$11.1 million in 2006, 2005 and 2004, respectively.
For the year ended December 31, 2006, within the property
line, the Company experienced favorable non-catastrophe case
reserve development producing a reduction in ultimate loss and
loss expenses by $7.8 million primarily for the 2004 and
2005 accident years. The Company also changed its estimates
during 2006 on catastrophe losses by reducing its estimates on
Hurricane Wilma by $1.5 million due to actual incurred
losses being lower than original estimates. This favorable
development was offset by an increase of $2.5 million in
casualty reserves during the year ended December 31, 2006
as a result of a small amount of adverse development in the
casualty line and a result of a refinement to the internal
actuarial reserving technique concerning the weighting of
reserve indications and supplemental information concerning
claims severities. The Company also incurred approximately
$2.8 million of adverse development during the year ended
December 31, 2006 due to an increase in legal severities on
construction defect claims that occurred when litigation
discovery procedures yielded new information about underlying
claims that enabled evaluation of expected settlements or
judgments and expenses on suits that had been received in prior
years. Additionally, the Company recorded approximately
$2.9 million of unfavorable development during the year
ended December 31, 2006 related to estimated costs
associated with possible reinsurance collection issues on two
separate casualty claims and the 1998 and 1999 workers
compensation reinsurance treaties.
79
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
During 2004, the Company also incurred development above
expectations on our non-construction defect casualty, commercial
automobile and workers compensation that led to
reassessments of the initial loss ratio expectations and the
claim reporting and settlement patterns.
Management believes the loss and loss expense reserves make a
reasonable provision for expected losses, however, ultimate
settlement of these amounts could vary significantly from the
amounts recorded.
(4) Reinsurance
In the ordinary course of business, Century and PIC assumes and
cedes reinsurance with other insurers and reinsurers. These
arrangements provide greater diversification of business and
limit the maximum net loss potential on large risks. Excess of
loss contracts in effect through December 31, 2006
generally protect against individual property and casualty
losses over $500,000. In addition, for casualty losses over
$500,000 and under $1.0 million, the Company participates
on a quota share basis on 50% of the $500,000 in excess of the
$500,000 layer. This layer was ceded 100% to reinsurers in 2005
and 2004. Excess of loss contracts in effect for workers
compensation losses protect against individual losses over
$200,000. Additionally, from January 1, 2001 through
June 30, 2001, and from July 1, 2001 through
December 31, 2002 the first $200,000 in workers
compensation losses were 80% and 60% ceded on a quota share
basis, respectively. Catastrophe and clash coverage is also
maintained. In addition, effective January 1, 2004, Century
entered into a loss portfolio transfer and quota share
arrangement with Evergreen and Continental whereby Century
assumed all of Evergreen and Continentals property and
casualty, workers compensation, and commercial automobile
lines of business and Evergreen assumed all of Centurys
traditional surety lines of business.
Approximately 89% of the total reinsurance recoverable on paid
and unpaid losses at December 31, 2006 was with reinsurance
companies, which had an A. M. Best rating of A or higher at
December 31, 2006. The amounts of ceded loss and loss
expense reserves and ceded unearned premiums would represent a
liability of the Company in the event that its reinsurers would
be unable to meet existing obligations under reinsurance
agreements.
80
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
The effects of assumed and ceded reinsurance on premiums
written, premiums earned and loss and loss expenses incurred
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Premiums written:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
278,460
|
|
|
|
212,953
|
|
|
|
191,136
|
|
Assumed
|
|
|
4,576
|
|
|
|
3,211
|
|
|
|
269
|
|
Ceded
|
|
|
(35,117
|
)
|
|
|
(26,645
|
)
|
|
|
(25,381
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$
|
247,919
|
|
|
|
189,519
|
|
|
|
166,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
246,976
|
|
|
|
200,805
|
|
|
|
171,718
|
|
Assumed
|
|
|
4,071
|
|
|
|
1,863
|
|
|
|
497
|
|
Ceded
|
|
|
(32,055
|
)
|
|
|
(25,038
|
)
|
|
|
(23,513
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$
|
218,992
|
|
|
|
177,630
|
|
|
|
148,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
145,907
|
|
|
|
136,406
|
|
|
|
106,492
|
|
Assumed
|
|
|
2,003
|
|
|
|
(721
|
)
|
|
|
22
|
|
Ceded
|
|
|
(12,430
|
)
|
|
|
(17,339
|
)
|
|
|
(17,448
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss expenses
incurred
|
|
$
|
135,480
|
|
|
|
118,346
|
|
|
|
89,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2006, the Company increased the allowance for
uncollectible reinsurance by approximately $2.9 and at
December 31, 2006 has a total allowance of
$4.1 million. At December 31, 2005 and 2004, the
Companys allowance for uncollectible reinsurance was
$1.3 million.
Management believes that the reserves for uncollectible
reinsurance constitute a reasonable provision for expected costs
and recoveries related to the collection of the recoverables on
these claims, however, actual legal costs and settlements of
these claims could vary significantly from the current estimates
recorded.
81
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
The following table displays net reinsurance balances
recoverable, from our top ten reinsurers, as of
December 31, 2006. All other reinsurance balances
recoverable, when considered by individual reinsurer, are less
than 3 percent of shareholders equity.
|
|
|
|
|
|
|
|
|
|
|
A.M. Best
|
|
|
Net Amount
|
|
|
|
Rating
|
|
|
Recoverable
|
|
Reinsurer
|
|
As of December 31, 2006
|
|
|
|
(In thousands)
|
|
|
Ace Property and Casualty
|
|
|
A+
|
|
|
$
|
11,260
|
|
Swiss Reinsurance America
Corporation
|
|
|
A+
|
|
|
|
10,548
|
|
Hannover
Ruckvesicherungs-Aktiengeselischaft
|
|
|
A
|
|
|
|
6,760
|
|
Munich Reinsurance America
|
|
|
A
|
|
|
|
3,630
|
|
Berkley Insurance Company
|
|
|
A
|
|
|
|
3,351
|
|
General Reinsurance Corporation
|
|
|
A++
|
|
|
|
2,633
|
|
Gerling Global Reinsurance
Corporation
|
|
|
NR3
|
|
|
|
1,324
|
|
Evergreen National Indemnity
Company
|
|
|
A−
|
|
|
|
1,141
|
|
SCOR Reinsurance Company
|
|
|
A−
|
|
|
|
1,055
|
|
Folksamerica Reinsurance Company
|
|
|
A−
|
|
|
|
967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
42,669
|
|
|
|
|
|
|
|
|
|
|
(5) Deferred
Policy Acquisition Costs
The following reflects the amounts of policy acquisitions costs
deferred and amortized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Balance at beginning of year
|
|
$
|
20,649
|
|
|
|
17,411
|
|
|
|
11,714
|
|
Policy acquisition costs deferred
|
|
|
60,670
|
|
|
|
46,173
|
|
|
|
39,569
|
|
Amortization of deferred policy
acquisition costs
|
|
|
(54,404
|
)
|
|
|
(42,935
|
)
|
|
|
(33,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
26,915
|
|
|
|
20,649
|
|
|
|
17,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2006, the Company expensed
$648,000 of unamortized deferred policy acquisition costs
related to the auto physical damage program. This expense was a
result of the fact that the programs loss and loss expense
ratio exceeded our expectations causing the program to fall
below the profitability levels required for continued deferral
of the additional policy acquisition costs. There were no such
expenses during the years ended December 31, 2005 or 2004.
Amortization of deferred policy acquisition cost for the year
ended December 31, 2004 includes a reduction of
amortization expense of $2.5 million relating to the
transfer of capitalized acquisition costs from Evergreen and
Continental for the property and casualty segment, which was
partially offset by $1.9 million of capitalized acquisition
costs for the surety business that was transferred from Century
to Evergreen and Continental. These transactions occurred in
conjunction with the termination of the intercompany pooling
agreement and the implementation of the loss portfolio
agreements.
(6) Long-Term
Debt
82
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
|
|
(a)
|
Company
Obligated Mandatorily Redeemable Preferred Securities of
Subsidiary Trust Holding Solely Junior Subordinated
Debentures
|
On December 4, 2002, ProFinance Statutory Trust I (the
Trust), a Connecticut statutory business trust
formed by the Company, issued 15,000 floating rate capital
securities (Trust Preferred Securities)
generating gross proceeds of $15.0 million. Net proceeds
were approximately $14.5 million, after deducting offering
costs of $454,000. In addition, on May 16, 2003, ProFinance
Statutory Trust II (the Trust), a Connecticut
statutory business trust formed by the Company, issued 10,000
floating rate capital securities (Trust Preferred
Securities) generating gross proceeds of
$10.0 million. Net proceeds were approximately
$9.7 million, after deducting offering costs of $300,000.
The Trust Preferred Securities have a 30 year maturity
and are redeemable by the Company at par on or after
December 15, 2007 and May 16, 2008, respectively.
Holders of the Trust Preferred Securities are entitled to
receive cumulative cash distributions accruing from the date of
issuance and payable quarterly in arrears at a rate of 400 and
410 basis points, respectively, over the three-month London
Interbank Offered Rates (LIBOR). The maximum
distribution rate is 12.5% through December 4, 2007 and
May 16, 2008, respectively. Under certain circumstances,
the Company has the right to defer distributions and interest on
the Trust Preferred Securities for up to five years. The
obligations of the Trust are guaranteed by the Company with
respect to distributions and payments of the
Trust Preferred Securities. These distributions are
recorded as interest expense in the accompanying consolidated
statements of operations, as the Trust Preferred Securities
are considered a debt instrument. Interest paid totaled
$2.4 million, $1.9 million and $1.4 million in
2006, 2005 and 2004, respectively.
Proceeds from the sale of the Trust Preferred Securities
were used to purchase the Companys Floating Rate Junior
Subordinated Deferrable Interest Debentures (the
Debentures). The Debentures, which are the sole
asset of the Trust, have the same terms with respect to
maturity, payments and distributions as the Trust Preferred
Securities. The Company has the right to defer payments of
interest on the Debentures for up to five years.
During the third quarter of 2006, the Company amended its line
of credit agreement. The amended agreement provides for a
$10.0 million line of credit with a maturity date of
September 30, 2009, and interest only payments due
quarterly based on LIBOR plus 1.2% of the outstanding balance.
All of the outstanding shares of Century are pledged as
collateral. In both June and July 2006, the Company made a
$500,000 draw on the line of credit for general corporate
purposes. A payment of approximately $1,006,000 was paid on the
line of credit in August 2006, including $1,000,000 of principal
and approximately $6,000 of interest. At December 31, 2006
there is $4.0 million outstanding under the line of credit.
Due to the late filing of the Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2005, the Company became
non-compliant with the debt covenants for the line of credit. On
September 7, 2005, the Company received a waiver from the
bank and the ability to draw on the line of credit.
(7) Federal
Income Taxes
The components of the income tax expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Federal current tax expense
|
|
$
|
11,552
|
|
|
|
5,119
|
|
|
|
9,095
|
|
Federal deferred tax benefit
|
|
|
(2,817
|
)
|
|
|
(1,781
|
)
|
|
|
(2,512
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total federal income tax expense
|
|
$
|
8,735
|
|
|
|
3,338
|
|
|
|
6,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
The income tax expense differed from the amounts computed by
applying the U.S. federal income tax rate of 35% in 2006,
2005 and 2004 to income before income taxes as a result of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Federal income tax expense at
statutory rate
|
|
|
35.00
|
%
|
|
|
35.00
|
%
|
|
|
35.00
|
%
|
(Decrease) increase attributable
to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nontaxable interest income net of
proration
|
|
|
(5.59
|
)
|
|
|
(9.77
|
)
|
|
|
(2.82
|
)
|
Dividend received deduction net of
proration
|
|
|
(0.48
|
)
|
|
|
(0.33
|
)
|
|
|
(0.12
|
)
|
Other
|
|
|
0.54
|
|
|
|
(0.32
|
)
|
|
|
0.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
29.47
|
%
|
|
|
24.58
|
%
|
|
|
32.42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The tax effects of temporary differences that give rise to
significant portions of the net deferred federal income tax
asset/liability were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Unearned premiums not deductible
|
|
$
|
7,950
|
|
|
|
5,925
|
|
|
|
5,093
|
|
|
|
|
|
Loss and loss expense reserves
discounting
|
|
|
9,664
|
|
|
|
8,303
|
|
|
|
6,621
|
|
|
|
|
|
Unrealized loss on investments
|
|
|
1,294
|
|
|
|
1,700
|
|
|
|
|
|
|
|
|
|
Other than temporary losses on
investments
|
|
|
518
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
Reinsurance allowance
|
|
|
1,426
|
|
|
|
450
|
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
747
|
|
|
|
(40
|
)
|
|
|
193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax assets
|
|
|
21,599
|
|
|
|
16,378
|
|
|
|
11,907
|
|
|
|
|
|
Less valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
|
21,599
|
|
|
|
16,378
|
|
|
|
11,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred policy acquisition costs
|
|
|
(9,420
|
)
|
|
|
(7,227
|
)
|
|
|
(6,094
|
)
|
|
|
|
|
Unrealized appreciation on
investments
|
|
|
|
|
|
|
|
|
|
|
(371
|
)
|
|
|
|
|
Other, net
|
|
|
(618
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax
liabilities
|
|
|
(10,038
|
)
|
|
|
(7,227
|
)
|
|
|
(6,465
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred federal income tax
asset
|
|
$
|
11,561
|
|
|
|
9,151
|
|
|
|
5,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has recorded the deferred tax assets and liabilities
using the statutory federal tax rate of 35%. Management believes
when these deferred items reverse in future years, our taxable
income will be taxed at an effective rate of 35%. The Company is
required to establish a valuation allowance for any portion of
the gross deferred federal income tax asset that management
believes will not be realized. In the opinion of management, it
is more likely than not that the Company will realize the
benefit of the deferred federal income tax assets through
deductions against future earnings and, therefore, no such
valuation allowance has been established.
84
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
(8) Employee
Benefits
During 2004, the Company adopted and the shareholders approved a
stock option plan that provided tax-favored incentive stock
options (qualified options), non-qualified share options to
employees and qualified board members that do not qualify as
tax-favored incentive share options (non-qualified options),
time-based restricted shares that vest solely on service
provided and restricted shares that vest based on achieved
performance metrics. The Company accounts for this plan in
accordance with FAS 123R. Any compensation cost recorded in
accordance with FAS 123R is recorded in the same captions
as the salary expense of the employee (i.e. the compensation
cost for the Chief Investment Officer is recorded in net
investment income). The Company will issue new shares to satisfy
restricted share awards or the exercise of share options as
approved in the Companys
S-8 filed
April 2004.
With respect to qualified options, an employee may be granted an
option to purchase shares at the grant date fair market value,
payable as determined by the Companys board of directors.
An optionee must exercise an option within 10 years from
the grant date. Full vesting of options granted occurs at the
end of four years.
With respect to non-qualified options, an employee or a board
member may be granted an option to purchase shares at the grant
date fair market value, payable as determined by the
Companys board of directors. An optionee must exercise an
option within 10 years from the grant date. Full vesting of
options granted occurs at the end of three years.
For both non-qualified and qualified options, the option
exercise price equals the stocks fair market value on the
date of the grant. Compensation expense is measured on the grant
date fair value using a Black Scholes model. The compensation
cost is recognized over the respective service period, which
typically matches the vesting period.
The time-based restricted shares are granted to key executives
and vest in equal installments upon the lapse of a period of
time, typically over four and five year periods and include both
monthly and annual vesting periods. Compensation expense for
time-based restricted shares is measured on the grant date at
the current market value and then recognized over the respective
service period, which typically matches the vesting period.
The performance based restricted shares are granted to key
executives and vest annually over a four year period based on
achieved specified performance metrics. Compensation expense for
performance based restricted share awards is recognized based on
the fair value of the awards on the date of grant.
The Company may grant options for up to 1.2 million shares
under the plan. Through December 31, 2006, the Company had
granted 299,000 non-qualified options, 207,500 qualified
options, 156,000 time-based restricted shares and 91,728
performance based restricted shares under the share plan.
85
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
A summary of the status of the option plan at December 31,
2006 and changes during the year then ended is presented in the
following table:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
Weighted-
|
|
|
|
Number of
|
|
|
Average
|
|
|
|
Shares
|
|
|
Exercise Price
|
|
|
Outstanding at beginning of period
|
|
|
382,000
|
|
|
$
|
10.49
|
|
Changes during the period:
|
|
|
|
|
|
|
|
|
Granted
|
|
|
124,500
|
|
|
|
10.87
|
|
Exercised
|
|
|
(600
|
)
|
|
|
10.50
|
|
Forfeited
|
|
|
|
|
|
|
|
|
Expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
505,900
|
|
|
$
|
10.58
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of period
|
|
|
359,386
|
|
|
$
|
10.52
|
|
|
|
|
|
|
|
|
|
|
The weighted average fair value of options granted during the
years ended December 31, 2006, 2005 and 2004 were $3.18,
$2.99 and $3.04, respectively.
The fair market value of each option grant is estimated on the
date of grant using the Black-Scholes option pricing model with
the following weighted-average assumptions used for grants in
2006, 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Risk-free interest rate
|
|
|
4.07
|
%
|
|
|
3.97
|
%
|
|
|
3.74
|
%
|
Expected Dividends
|
|
|
0.93
|
%
|
|
|
0.76
|
%
|
|
|
0.76
|
%
|
Expected Volatility
|
|
|
23.11
|
%
|
|
|
23.14
|
%
|
|
|
23.14
|
%
|
Weighted average expected term
|
|
|
7.00 Years
|
|
|
|
7.00 Years
|
|
|
|
6.15 Years
|
|
Information on the range of exercise prices for options
outstanding as of December 31, 2006, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Excercisable
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
Outstanding
|
|
|
Contractual
|
|
|
Exercise
|
|
|
Intrinsic
|
|
|
Exercisable
|
|
|
Exercise
|
|
|
Intrinsic
|
|
Price Range
|
|
Options
|
|
|
Term
|
|
|
Price
|
|
|
Value
|
|
|
Options
|
|
|
Price
|
|
|
Value
|
|
|
$10.20
|
|
|
12,000
|
|
|
|
8.4
|
|
|
$
|
10.20
|
|
|
$
|
99,600
|
|
|
|
6,330
|
|
|
$
|
10.20
|
|
|
$
|
52,539
|
|
$10.50
|
|
|
369,400
|
|
|
|
7.3
|
|
|
$
|
10.50
|
|
|
$
|
2,955,200
|
|
|
|
319,267
|
|
|
$
|
10.50
|
|
|
$
|
2,554,139
|
|
$10.64
|
|
|
112,500
|
|
|
|
9.0
|
|
|
$
|
10.64
|
|
|
$
|
884,250
|
|
|
|
31,461
|
|
|
$
|
10.64
|
|
|
$
|
247,281
|
|
$13.04
|
|
|
12,000
|
|
|
|
9.4
|
|
|
$
|
13.04
|
|
|
$
|
65,520
|
|
|
|
2,328
|
|
|
$
|
13.04
|
|
|
$
|
12,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,004,570
|
|
|
|
|
|
|
|
|
|
|
$
|
2,866,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
A summary of all employee time-based restricted share activity
during the year ended December 31, 2006 is as follows:
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
Weighted
|
|
|
|
Number of
|
|
|
Average
|
|
|
|
Shares
|
|
|
Grant Price
|
|
|
Outstanding at beginning of period
|
|
|
68,033
|
|
|
$
|
10.22
|
|
Changes during the period:
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(22,877
|
)
|
|
|
10.28
|
|
Cancelled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
45,156
|
|
|
$
|
10.19
|
|
|
|
|
|
|
|
|
|
|
In January 2005 and October 2005, the Company modified two
executives time-based restricted share awards in connection with
the termination of their employment to accelerate the vesting
period. As such, the Company accounted for the modifications as
cancellations of a fixed award and a grant of a variable award,
which are valued at the fair market value on the monthly vesting
date. During 2005, the Company recorded $231,924 of compensation
expense related to the January modification and $42,617 related
to the October modification. At December 31, 2005, all
shares related to the January modification were vested. The
Company recorded $165,343 of compensation expense related to the
October 2005 modification for the year ended December 31,
2006. As of December 31, 2006, all related shares were
vested.
A summary of all employee performance-based restricted share
activity during the year ended December 31, 2006 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
Weighted
|
|
|
|
Number of
|
|
|
Average
|
|
|
|
Shares
|
|
|
Grant Price
|
|
|
Outstanding at beginning of period
|
|
|
37,365
|
|
|
$
|
10.50
|
|
Changes during the period:
|
|
|
|
|
|
|
|
|
Granted
|
|
|
36,704
|
|
|
|
14.49
|
|
Vested
|
|
|
(9,341
|
)
|
|
|
10.50
|
|
Cancelled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
64,728
|
|
|
$
|
12.76
|
|
|
|
|
|
|
|
|
|
|
In September of 2006 and March of 2005, the Company granted
36,704 and 37,365, respectively of performance based restricted
shares to certain executives that vest annually over a four-year
period subject to the achievement of certain performance
metrics. The Company accounts for these awards as fixed awards
that are recorded at fair value on the date of grant.
Of the performance-based restricted share awards granted in
March of 2005, an award for 17,659 shares was modified in
accordance with the agreement entered into in connection with
the termination of an executive officers employment in
October 2005. As such, the award was treated as cancelled on
October 1, 2005 due to a modification of the award to
accelerate the vesting of the shares, change the vesting from
annual vesting to monthly vesting and remove the performance
based restrictions. As such, the award is treated as a variable
award which is valued at the fair market value on the monthly
vesting date. During 2005, the Company recorded $46,058
compensation expense
87
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
related to the restricted shares. During the year ended
December 31, 2006, the Company recorded $178,686 of
compensation expense related to the restricted shares and all
related shares were vested by September 30, 2006.
As of December 31, 2006, total compensation cost related to
nonvested share options or restricted shares is
$1.3 million, which is expected be recorded over
1.6 years. Total compensation cost for share based awards
was $1.3 million, $817,000, and $191,000 for the year ended
December 31, 2006, 2005, and 2004, respectively. The tax
benefit included in the accompany statements of operations
related to the compensation cost was $401,000, $286,000, and
$67,000 for the year ended December 31, 2006, 2005, and
2004, respectively. As of December 31, 2006, the Company
had $152,000 of compensation cost for share based awards
capitalized with deferred policy acquisition costs.
(9) Transactions
with Related Parties
|
|
(a)
|
Evergreen
National Indemnity Company and Continental Heritage Insurance
Company
|
In connection with the Companys IPO in April 2004, the
Company spun-off its subsidiaries, Evergreen and Continental, to
the Companys Class A shareholders. In connection with
the spin-off, the Company entered into several agreements with
Evergreen which facilitated the Evergreen and Continental
transactions. The Companys board of directors believes
that these agreements were fair to the Company and its
shareholders.
Transitional Administrative Agreement. Prior
to the Evergreen and Continental dispositions, the Company
provided Evergreen and Continental with all executive,
managerial, supervisory, administrative, technical, claims
handling, investment management, regulatory affairs, legal,
accounting, financial reporting, professional and clerical
services necessary to operate their respective businesses. In
order to provide Evergreen and Continental with a transition
period before the cessation of these services, the Company
entered into a Transitional Administrative Agreement with
Evergreen and Continental pursuant to which the Company
continued to provide these services to Evergreen and Continental
for an initial term of 18 months in exchange for an annual
fee of $900,000. This agreement was renewed for one six-month
term to expire on December 31, 2005, without any changes in
the terms thereof. On December 29, 2005, the agreement was
amended to extend the term thereof to June 30, 2006, reduce
the administrative fee to $75,000 per calendar quarter
payable during the first month of each quarter and providing for
termination upon not less than thirty (30) days
advance written notice to the Company. On October 13, 2006,
the agreement was amended retroactively to July 1, 2006 to
extend the term thereof to March 31, 2007 and reduce the
administrative fee to $10,000 per calendar quarter. In all
other respects the agreement remained unchanged. For the year
ended December 31, 2006, 2005 and 2004, the Company
received $170,000, $690,000 and $900,000 under this agreement,
respectively.
Reinsurance Agreements. The Company entered
into loss portfolio transfer reinsurance contracts that provided
for Century to reinsure Evergreen and Continental for business
that was written in Centurys name prior to
December 31, 2003 and transferred to one of the other
companies in connection with the termination of an intercompany
pooling agreement among the parties and for Evergreen to
reinsure Century in the same manner. For example, Century will
reinsure property business transferred to it in connection with
the termination of the intercompany pooling agreement that had
been written for it in Evergreens name. These contracts
will remain in force until all outstanding loss and assignable
loss adjustment expense covered has been settled or commuted in
accordance with the provisions of the applicable contract. The
Company ceded $362,000 reserves and assumed $3.1 million
reserves under this contract in 2006. During the year ended
December 31, 2005, the Company ceded $423,000 reserves and
assumed $2.9 million reserves under the contract.
Quota Share Reinsurance Agreements. The
Company entered into 100% quota share reinsurance contracts that
provided for Century to reinsure Evergreen and Continental for
property and casualty business that was written on Evergreen or
Continentals paper for Century in states that Century was
not licensed and for Evergreen to
88
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
reinsure Century in the same manner for bonding business. Under
these contracts, the ceding company is entitled to receive a 5%
commission and reimbursement of any premium taxes or other
direct costs such as boards and bureaus fees. These fronting
contracts will remain in force until December 31, 2007.
During 2006, the Company assumed $535,000 of premiums and ceded
$406,000 of premiums under this contract. The Company assumed
$723,000 of premiums and ceded $318,000 of premiums under this
contract during the year ended December 31, 2005.
Software License Agreement and Software Support and
Maintenance Agreement. Century has entered into a
software license agreement with Evergreen and Continental
pursuant to which Century granted to Evergreen and Continental a
fully
paid-up,
royalty free, non-exclusive perpetual license to use certain of
Centurys proprietary software that relates to underwriting
and claims processing and that has been developed for the mutual
benefit of the Company, Evergreen and Continental. In addition,
Century has entered into a software support and maintenance
agreement with Evergreen and Continental, pursuant to which
Century provides certain technical support and maintenance
services for the software in return for an annual support and
maintenance fee of $100,000. Evergreen and Continental may
terminate the software support and maintenance agreement by
providing 90 days prior written notice, and Century may
terminate the agreement by providing twelve months prior
written notice. On December 29, 2005, the software support
and maintenance agreement was amended to adjust the Annual Fee
effective January 1, 2006, to be at the rate of
$50,000 per calendar quarter payable during the first month
of each quarter. On October 18, 2006, the agreement was
amended to adjust the Annual Fee retroactively to July 1,
2006 to $15,000 per calendar quarter. In all other
respects, the agreement continues unchanged. The Company
received $130,000, $100,000 and $100,000 in Annual Fees
respectively for the years ended December 31, 2006, 2005
and 2004, respectively.
In addition, the Company has entered into the following
agreements with Evergreen. The Companys board of directors
believes that these agreements are fair to the Company and its
shareholders.
Quota
Share Reinsurance Agreements
|
|
|
|
|
In 2005, the Company entered into 50% quota share agreement with
Evergreen whereby, the Company would assume certain special
surety bonds (including landfill). During 2006 and 2005, the
Company recorded approximately $2.6 million and
$2.4 million of assumed bonds, respectively. This agreement
was terminated on August 15, 2006.
|
|
|
|
On August 1, 2006, the Company became a participant on
Evergreens Landfill Variable Quota Share Treaty. The
Company will assume 10% of all landfill bonds written by
Evergreen and Continental which have exposures in excess of
$1,200,000. The Company recorded assumed premium of $390,000 in
2006. In addition, the Company assumed a 10% share, or $677,000,
of unearned premium rolled forward from the previous treaty
which was terminated on July 31, 2006.
|
|
|
|
On August 15, 2006, the Company became a participant on
Evergreens Contract Bond Quota Share Treaty. The Company
will assume 25% of all contract bonds written by Evergreen and
Continental. The Company recorded assumed premium of $102,000 in
2006.
|
|
|
(b)
|
Shareholders
of ProCentury
|
In 2004, ProCentury paid approximately $484,000 in fees relating
to various consulting agreements with certain shareholders of
ProCentury that were all terminated on December 31, 2003,
including the following significant agreements:
|
|
|
|
|
Accretive Agreements. These agreements were
entered into as of July 1, 2002. Pursuant to these
agreements, the Companys shareholders assisted the Company
in developing financial products and services to
|
89
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
|
|
|
|
|
be offered to and through the community banks. Pursuant to these
agreements the Company paid approximately $241,000 in 2004.
|
|
|
|
|
|
Stonehenge Monitoring Agreement. This
agreement was entered into as of July 1, 2002. In
connection with its investment in the Company, the Company has
paid Stonehenge Opportunity Fund, LLC a monitoring fee for the
time and effort it expended in monitoring its investment in the
Company, which included reviewing and evaluating the financial
statements, attending meetings with management and board of
directors and consulting with the Company with respect to
business and prospects. Pursuant to this agreement the Company
paid approximately $85,000 in 2004.
|
|
|
|
Full Circle Consulting Arrangement. Pursuant
to this agreement, the Company paid Full Circle Holdings, LTD
fees for managing the investment in the Company made by its
members. Pursuant to this agreement the Company paid
approximately $158,000 in 2004.
|
No amounts were accrued at December 31, 2006 or 2005
related to these agreements.
(10) Commitments,
Contingencies and Concentration
The following table summarizes information about contractual
obligations and commercial commitments. The minimum payments
under these agreements as of December 31, 2006 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Years
|
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Operating leases on facilities
|
|
$
|
1,118
|
|
|
|
1,132
|
|
|
|
848
|
|
|
|
708
|
|
|
|
673
|
|
|
|
1,129
|
|
|
|
5,608
|
|
Other operating leases
|
|
|
303
|
|
|
|
235
|
|
|
|
70
|
|
|
|
59
|
|
|
|
32
|
|
|
|
|
|
|
|
699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$
|
1,421
|
|
|
|
1,367
|
|
|
|
918
|
|
|
|
767
|
|
|
|
705
|
|
|
|
1,129
|
|
|
|
6,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental expense on the operating leases on facilities for the
years ended December 31, 2006, 2005 and 2004 was
$1.3 million, $1.3 million, and $1.2 million,
respectively.
The Company is named from time to time as defendants in various
legal actions that are incidental to our business and arise out
of or are related to claims made in connection with our
insurance policies, claims handling, premium finance agreements
and other contracts and employment related disputes. The
plaintiffs in some of these lawsuits have alleged bad faith or
extra contractual damages and some have claimed punitive
damages. The resolution of these legal actions is expected not
to have a material adverse effect on the Companys
financial position or results of operations.
|
|
(c)
|
Concentration
of Revenues
|
Five of the Companys 127 agents contributed, on a combined
basis, approximately 43.6% of the Companys 2006
consolidated direct and assumed premiums written. One of the
Companys agents individually contributed an amount greater
than 10% of the Companys direct and assumed premiums
written and combined represented approximately 18.3% of the
Companys 2006 consolidated direct and assumed premiums
written. There was no concentration of revenue with respect to
geographic area as of December 31, 2006.
90
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
(11) Dividends
from Subsidiaries and Statutory Information
Our insurance subsidiaries are regulated by their states of
domicile, Ohio and Texas, and the states in which they do
business. Such regulations, among other things, limit the
payment of dividends without prior regulatory approval.
ProCentury is dependent on dividends from Century for operating
expenses and interest and principal on long term debt and the
Debentures. The maximum dividend that may be paid without prior
approval of the Director of Insurance is limited to the extent
that all dividends in the past 12 months do not exceed the
greater of the statutory income of the preceding calendar year
or 10% of total statutory surplus as of the prior
December 31. As a result, the maximum dividend Century may
pay to ProCentury in 2007 without prior approval is
approximately $18.4 million. Dividends paid to ProCentury
from Century were $2.5 million, $2.5 million, and
$9.1 million (of which $6.0 million were ordinary
dividends and $3.1 million were extraordinary dividends),
in 2006, 2005, and 2004, respectively.
The Company does not expect such regulatory requirements to
impair its ability to pay operating expenses and interest and
principal during 2006.
ProCentury contributed $2.5 million to Century in 2006.
There were no such contributions in 2005, and in 2004 ProCentury
contributed $55.0 million to Century.
The National Association of Insurance Commissioners (NAIC) has
developed property and casualty risked based capital (RBC)
standards that relate an insurers reported statutory
surplus to the risks inherent in overall operations. The RBC
formula uses the statutory annual statement to calculate the
minimum indicated capital level required to support asset and
underwriting risk. The NAIC calls for various levels of
regulatory action based on the magnitude of an indicated RBC
capital deficiency, if any. The Company regularly monitors
capital requirements along with the NAICs RBC
developments. The Company has determined that the capital levels
of its insurance subsidiaries are in excess of the minimum
capital requirements for all RBC action levels as of
December 31, 2006.
Our insurance subsidiaries maintain their accounts in conformity
with accounting practices prescribed or permitted by the Ohio
Department of Insurance and Texas Department of Insurance that
vary in certain respects from GAAP. In converting from statutory
to GAAP, typical adjustments include deferral of policy
acquisition costs, the inclusion of statutory nonadmitted
assets, and the inclusion of net unrealized holdings gains or
losses in shareholders equity relating to fixed maturity
securities. The statutory capital and surplus of Century
(including PIC as Centurys wholly owned subsidiary) as of
December 31, 2006 and 2005 was approximately
$137.5 million and $121.8 million, respectively. The
statutory net income of Century (including its investment in
PIC) for the years ended December 31, 2006, 2005 and 2004,
was approximately $18.4 million, $7.8 million and
$13.8 million, respectively.
(12) Segment
Reporting Disclosures
The Company primarily operates in the Property and Casualty
Lines (P/C) (including general liability, multi-peril,
commercial property and garage liability).
The Companys other (including exited lines) include the
surety business and the Companys exited lines such as
workers compensation and commercial auto (trucking). A
limited amount of surety business is written in order to
maintain Centurys U.S. Treasury listing.
All investment activities are included in the Investing
operating segment.
The Company considers many factors, including economic
similarity, the nature of the underwriting units insurance
products, production sources, distribution strategies and
regulatory environment in determining how to aggregate operating
segments.
91
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
Segment profit or loss for each of the Companys operating
segments is measured by underwriting profit or loss. The
property and casualty insurance industry commonly defines
underwriting profit or loss as earned premium net of loss and
loss expenses and underwriting, acquisition and insurance
expenses. Underwriting profit or loss does not replace operating
income or net income computed in accordance with GAAP as a
measure of profitability. Segment profit for the Investing
operating segment is measured by net investment income and net
realized gains or losses. The Company does not allocate assets,
including goodwill, to the P/C and Other operating segments for
management reporting purposes. The total investment portfolio
and cash are allocated to the Investment operating segment.
Following is a summary of segment disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Segment revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
P/C
|
|
$
|
215,510
|
|
|
|
176,404
|
|
|
|
148,708
|
|
Investing
|
|
|
19,452
|
|
|
|
14,161
|
|
|
|
10,098
|
|
Other (including exited lines)
|
|
|
3,482
|
|
|
|
1,226
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenue
|
|
$
|
238,444
|
|
|
|
191,791
|
|
|
|
158,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
P/C
|
|
$
|
14,092
|
|
|
|
2,002
|
|
|
|
11,873
|
|
Investing
|
|
|
19,452
|
|
|
|
14,161
|
|
|
|
10,098
|
|
Other (including exited lines)
|
|
|
(1,152
|
)
|
|
|
121
|
|
|
|
(1,580
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit
|
|
$
|
32,392
|
|
|
|
16,284
|
|
|
|
20,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
|
|
$
|
436,062
|
|
|
|
366,410
|
|
|
|
312,399
|
|
Assets not allocated
|
|
|
142,986
|
|
|
|
107,735
|
|
|
|
82,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated assets
|
|
$
|
579,048
|
|
|
|
474,145
|
|
|
|
394,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
The following summary reconciles significant segment items to
the Companys consolidated financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenues
|
|
$
|
238,444
|
|
|
|
191,791
|
|
|
|
158,800
|
|
|
|
|
|
Other
|
|
|
437
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated revenues
|
|
$
|
238,881
|
|
|
|
191,989
|
|
|
|
158,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interest
and income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit
|
|
$
|
32,392
|
|
|
|
16,284
|
|
|
|
20,391
|
|
|
|
|
|
Unallocated amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
437
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
Corporate (expenses) income
|
|
|
(875
|
)
|
|
|
(1,030
|
)
|
|
|
893
|
|
|
|
|
|
Interest expense on the redemption
of Class B shares
|
|
|
|
|
|
|
|
|
|
|
518
|
|
|
|
|
|
Interest expense
|
|
|
(2,318
|
)
|
|
|
(1,873
|
)
|
|
|
(1,498
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
29,636
|
|
|
|
13,579
|
|
|
|
20,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of segment earned premium by group of
products:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
|
|
Casualty
|
|
|
Other
|
|
|
Consolidated
|
|
|
|
(In thousands)
|
|
|
Year ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P/C
|
|
$
|
75,465
|
|
|
|
140,045
|
|
|
|
|
|
|
|
215,510
|
|
Other (including exited lines)
|
|
|
|
|
|
|
|
|
|
|
3,482
|
|
|
|
3,482
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned premiums
|
|
$
|
75,465
|
|
|
|
140,045
|
|
|
|
3,482
|
|
|
|
218,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P/C
|
|
$
|
56,224
|
|
|
|
120,180
|
|
|
|
|
|
|
|
176,404
|
|
Other (including exited lines)
|
|
|
|
|
|
|
|
|
|
|
1,226
|
|
|
|
1,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned premiums
|
|
$
|
56,224
|
|
|
|
120,180
|
|
|
|
1,226
|
|
|
|
177,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P/C
|
|
$
|
56,901
|
|
|
|
91,807
|
|
|
|
|
|
|
|
148,708
|
|
Other (including exited lines)
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned premiums
|
|
$
|
56,901
|
|
|
|
91,807
|
|
|
|
(6
|
)
|
|
|
148,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company does not manage property and casualty products at
this level of detail.
93
PROCENTURY
CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
December 31, 2006, 2005, 2004
(dollars in thousands)
(13) Unaudited
Interim Financial Information
Selected quarterly financial information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Year-to-Date
|
|
|
|
(In thousands)
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$
|
49,002
|
|
|
|
52,565
|
|
|
|
55,425
|
|
|
|
62,000
|
|
|
|
218,992
|
|
Net investment income
|
|
|
4,426
|
|
|
|
4,689
|
|
|
|
4,999
|
|
|
|
5,258
|
|
|
|
19,372
|
|
Net realized investment gains
(losses)
|
|
|
21
|
|
|
|
(62
|
)
|
|
|
4
|
|
|
|
117
|
|
|
|
80
|
|
Other income
|
|
|
134
|
|
|
|
118
|
|
|
|
101
|
|
|
|
84
|
|
|
|
437
|
|
Income before income tax
|
|
|
6,478
|
|
|
|
7,079
|
|
|
|
7,369
|
|
|
|
8,710
|
|
|
|
29,636
|
|
Net income
|
|
|
4,600
|
|
|
|
5,025
|
|
|
|
5,133
|
|
|
|
6,143
|
|
|
|
20,901
|
|
Basic earnings per share(1)
|
|
$
|
0.35
|
|
|
|
0.38
|
|
|
|
0.39
|
|
|
|
0.47
|
|
|
|
1.59
|
|
Diluted earning per share(1)
|
|
$
|
0.35
|
|
|
|
0.38
|
|
|
|
0.39
|
|
|
|
0.46
|
|
|
|
1.58
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$
|
41,520
|
|
|
|
43,025
|
|
|
|
44,934
|
|
|
|
48,151
|
|
|
|
177,630
|
|
Net investment income
|
|
|
3,159
|
|
|
|
3,495
|
|
|
|
3,866
|
|
|
|
3,967
|
|
|
|
14,487
|
|
Net realized investment losses
|
|
|
(59
|
)
|
|
|
(94
|
)
|
|
|
(66
|
)
|
|
|
(107
|
)
|
|
|
(326
|
)
|
Other income
|
|
|
|
|
|
|
|
|
|
|
104
|
|
|
|
94
|
|
|
|
198
|
|
Income (loss) before income tax
|
|
|
4,398
|
|
|
|
5,571
|
|
|
|
(2,921
|
)
|
|
|
6,531
|
|
|
|
13,579
|
|
Net income (loss)
|
|
|
3,079
|
|
|
|
3,999
|
|
|
|
(1,793
|
)
|
|
|
4,956
|
|
|
|
10,241
|
|
Basic earnings per share(1)
|
|
$
|
0.24
|
|
|
|
0.31
|
|
|
|
(0.14
|
)
|
|
|
0.38
|
|
|
|
0.78
|
|
Diluted earning per share(1)
|
|
$
|
0.23
|
|
|
|
0.30
|
|
|
|
(0.14
|
)
|
|
|
0.38
|
|
|
|
0.78
|
|
|
|
|
(1) |
|
Since the weighted-average shares for the quarters are
calculated independently of the weighted-average shares for the
year, quarterly income per share may not total to annual income
per share. |
94
PROCENTURY
CORPORATION AND SUBSIDIARIES
Schedule I
Summary of Investments
Other than Investments in Related Parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
Shown on
|
|
|
|
Amortized
|
|
|
|
|
|
Balance
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Sheet
|
|
|
|
(In thousands)
|
|
|
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Government
|
|
$
|
3,636
|
|
|
|
3,587
|
|
|
|
3,587
|
|
Agencies not backed by the full
faith and credit of the U.S. Government
|
|
|
13,793
|
|
|
|
13,535
|
|
|
|
13,535
|
|
States, municipals and political
subdivisions
|
|
|
150,981
|
|
|
|
150,631
|
|
|
|
150,631
|
|
Convertibles and bonds with
warrants attached
|
|
|
1,000
|
|
|
|
1,000
|
|
|
|
1,000
|
|
All other corporate bonds
|
|
|
192,656
|
|
|
|
189,669
|
|
|
|
189,669
|
|
Redeemable preferred stocks
|
|
|
3,705
|
|
|
|
3,660
|
|
|
|
3,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
available-for-sale
|
|
|
365,771
|
|
|
|
362,082
|
|
|
|
362,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Government
|
|
|
|
|
|
|
|
|
|
|
|
|
Agencies not backed by the full
faith and credit of the U.S. Government
|
|
|
1,114
|
|
|
|
1,101
|
|
|
|
1,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
held-to-maturity
|
|
|
1,114
|
|
|
|
1,101
|
|
|
|
1,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed-maturities
|
|
|
366,885
|
|
|
|
363,183
|
|
|
|
363,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
Banks, trust and insurance
companies
|
|
|
1,245
|
|
|
|
1,292
|
|
|
|
1,292
|
|
Industrial, miscellaneous and all
other
|
|
|
16,685
|
|
|
|
16,532
|
|
|
|
16,532
|
|
Nonredeemable preferred stocks
|
|
|
21,353
|
|
|
|
21,459
|
|
|
|
21,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
|
39,283
|
|
|
|
39,283
|
|
|
|
39,283
|
|
Short-term investments
|
|
|
25,623
|
|
|
|
XXXX
|
|
|
|
25,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
431,791
|
|
|
|
XXXX
|
|
|
|
428,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying report of independent registered public
accounting firm.
95
PROCENTURY
CORPORATION AND SUBSIDIARIES
Schedule II
Condensed Financial Information of Parent Company
Condensed Balance Sheets
Consolidated
Balance Sheets
December 31, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Assets
|
Investments
|
|
|
|
|
|
|
|
|
Fixed maturities:
|
|
|
|
|
|
|
|
|
Available-for-sale,
at fair value (cost 2006, $1,000; 2005, $1,000)
|
|
$
|
1,000
|
|
|
|
1,000
|
|
Equities
(available-for-sale):
|
|
|
|
|
|
|
|
|
Bond mutual funds, at fair value
(cost 2006, $248; 2005, $237)
|
|
|
241
|
|
|
|
230
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
1,241
|
|
|
|
1,230
|
|
Cash
|
|
|
458
|
|
|
|
870
|
|
Investment in consolidated
subsidiaries, equity method
|
|
|
167,631
|
|
|
|
142,407
|
|
Receivable from consolidated
subsidiaries
|
|
|
1,303
|
|
|
|
1,303
|
|
Federal income taxes receivable
|
|
|
778
|
|
|
|
472
|
|
Other assets
|
|
|
677
|
|
|
|
705
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
172,088
|
|
|
|
146,987
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Shareholders Equity
|
Liabilities:
|
|
|
|
|
|
|
|
|
Long term debt
|
|
$
|
25,000
|
|
|
|
25,000
|
|
Accrued expenses and other
liabilities
|
|
|
680
|
|
|
|
690
|
|
Deferred federal income tax
liability
|
|
|
20
|
|
|
|
94
|
|
Line of credit
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
29,700
|
|
|
|
25,784
|
|
Shareholders equity:
|
|
|
142,388
|
|
|
|
121,203
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity
|
|
$
|
172,088
|
|
|
|
146,987
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements and accompanying
report of independent registered public accounting firm.
96
PROCENTURY
CORPORATION AND SUBSIDIARIES
Schedule II
Condensed Financial Information of Parent Company
Condensed
Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Net investment income
|
|
$
|
111
|
|
|
|
153
|
|
|
|
113
|
|
Net realized loss
|
|
|
|
|
|
|
(46
|
)
|
|
|
(32
|
)
|
Cash dividends on common stock of
consolidated subsidiaries
|
|
|
2,500
|
|
|
|
2,500
|
|
|
|
9,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
2,611
|
|
|
|
2,607
|
|
|
|
9,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating expenses
|
|
|
1,646
|
|
|
|
2,312
|
|
|
|
694
|
|
Interest expense of Class B
shares
|
|
|
|
|
|
|
|
|
|
|
518
|
|
Interest expense
|
|
|
2,318
|
|
|
|
1,873
|
|
|
|
1,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
3,964
|
|
|
|
4,185
|
|
|
|
2,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before equity in
undistributed earnings of consolidated subsidiaries and income
taxes
|
|
|
(1,353
|
)
|
|
|
(1,578
|
)
|
|
|
6,459
|
|
Equity in undistributed earnings
of consolidated subsidiaries
|
|
|
20,906
|
|
|
|
10,391
|
|
|
|
7,671
|
|
Income tax (benefit)
|
|
|
(1,348
|
)
|
|
|
(1,428
|
)
|
|
|
(850
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
20,901
|
|
|
|
10,241
|
|
|
|
14,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements and accompanying
report of independent registered public accounting firm.
97
PROCENTURY
CORPORATION AND SUBSIDIARIES
Schedule II
Condensed Financial Information of Parent Company
Condensed
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
20,901
|
|
|
|
10,241
|
|
|
|
14,980
|
|
Adjustments to reconcile net
income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed net income
of subsidiaries
|
|
|
(23,406
|
)
|
|
|
(12,891
|
)
|
|
|
(16,757
|
)
|
Other, net
|
|
|
2,521
|
|
|
|
(1,626
|
)
|
|
|
1,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
operating activities
|
|
|
16
|
|
|
|
(4,276
|
)
|
|
|
(420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of investments
|
|
|
(11
|
)
|
|
|
(5,069
|
)
|
|
|
(10,063
|
)
|
Sale of investments
|
|
|
|
|
|
|
11,327
|
|
|
|
3,490
|
|
Capital contributions to
subsidiaries
|
|
|
(2,500
|
)
|
|
|
|
|
|
|
(55,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
investing activities
|
|
|
(27,735
|
)
|
|
|
6,258
|
|
|
|
(61,573
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments on long term
debt
|
|
|
|
|
|
|
|
|
|
|
(9,133
|
)
|
Proceeds from issuance of common
stock
|
|
|
|
|
|
|
|
|
|
|
77,931
|
|
Issuance costs
|
|
|
|
|
|
|
|
|
|
|
(1,298
|
)
|
Redemption of Class B shares
|
|
|
|
|
|
|
|
|
|
|
(5,000
|
)
|
Dividend paid to shareholders
|
|
|
(1,917
|
)
|
|
|
(1,122
|
)
|
|
|
(525
|
)
|
Draw on line of credit
|
|
|
5,000
|
|
|
|
2,300
|
|
|
|
|
|
Principal payment on line of credit
|
|
|
(1,000
|
)
|
|
|
(2,300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
financing activities
|
|
|
2,083
|
|
|
|
(1,122
|
)
|
|
|
61,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash
|
|
|
(412
|
)
|
|
|
860
|
|
|
|
(18
|
)
|
Cash at beginning of year
|
|
|
870
|
|
|
|
10
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year
|
|
$
|
458
|
|
|
|
870
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash
flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
2,358
|
|
|
|
1,873
|
|
|
|
1,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income taxes paid
|
|
$
|
10,100
|
|
|
|
8,194
|
|
|
|
7,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements and accompanying
report of independent registered public accounting firm.
98
PROCENTURY
CORPORATION AND SUBSIDIARIES
(Formerly ProFinance Holdings Corporation)
Schedule III
Supplementary Insurance Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
Losses and
|
|
|
|
|
|
|
|
|
|
|
|
Losses and
|
|
|
of Deferred
|
|
|
|
|
|
|
|
|
|
Policy
|
|
|
Loss
|
|
|
|
|
|
|
|
|
Net
|
|
|
Loss
|
|
|
Policy
|
|
|
Other
|
|
|
Net
|
|
|
|
Acquisition
|
|
|
Adjustment
|
|
|
Unearned
|
|
|
Earned
|
|
|
Investment
|
|
|
Adjustment
|
|
|
Acquisition
|
|
|
Underwriting
|
|
|
Premiums
|
|
|
|
Costs
|
|
|
Expenses
|
|
|
Premiums
|
|
|
Premiums
|
|
|
Income
|
|
|
Expenses
|
|
|
Costs
|
|
|
Expenses
|
|
|
Written
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P/C
|
|
$
|
25,911
|
|
|
|
211,043
|
|
|
|
125,012
|
|
|
|
215,510
|
|
|
|
|
|
|
|
132,564
|
|
|
|
52,623
|
|
|
|
16,231
|
|
|
|
243,850
|
|
Investing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (including Exited Lines)
|
|
|
1,004
|
|
|
|
39,629
|
|
|
|
2,608
|
|
|
|
3,482
|
|
|
|
|
|
|
|
2,916
|
|
|
|
1,781
|
|
|
|
(63
|
)
|
|
|
4,069
|
|
Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
26,915
|
|
|
|
250,672
|
|
|
|
127,620
|
|
|
|
218,992
|
|
|
|
19,372
|
|
|
|
135,480
|
|
|
|
54,404
|
|
|
|
17,043
|
|
|
|
247,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P/C
|
|
$
|
20,021
|
|
|
|
199,633
|
|
|
|
93,467
|
|
|
|
176,404
|
|
|
|
|
|
|
|
117,864
|
|
|
|
42,326
|
|
|
|
14,212
|
|
|
|
187,033
|
|
Investing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (including Exited Lines)
|
|
|
628
|
|
|
|
12,014
|
|
|
|
2,164
|
|
|
|
1,226
|
|
|
|
|
|
|
|
482
|
|
|
|
609
|
|
|
|
14
|
|
|
|
2,486
|
|
Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
20,649
|
|
|
|
211,647
|
|
|
|
95,631
|
|
|
|
177,630
|
|
|
|
14,487
|
|
|
|
118,346
|
|
|
|
42,935
|
|
|
|
14,463
|
|
|
|
189,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P/C
|
|
$
|
17,411
|
|
|
|
141,511
|
|
|
|
81,843
|
|
|
|
148,708
|
|
|
|
|
|
|
|
87,463
|
|
|
|
33,872
|
|
|
|
15,500
|
|
|
|
166,020
|
|
Investing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (including Exited Lines)
|
|
|
|
|
|
|
11,725
|
|
|
|
292
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
1,603
|
|
|
|
|
|
|
|
(29
|
)
|
|
|
4
|
|
Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,179
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
17,411
|
|
|
|
153,236
|
|
|
|
82,135
|
|
|
|
148,702
|
|
|
|
10,048
|
|
|
|
89,066
|
|
|
|
33,872
|
|
|
|
13,292
|
|
|
|
166,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying report of independent registered public
accounting firm.
99
PROCENTURY
CORPORATION AND SUBSIDIARIES
(Formerly ProFinance Holdings Corporation)
Schedule IV
Reinsurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ceded to
|
|
|
Assumed from
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Other
|
|
|
Other
|
|
|
Net Premium
|
|
|
Assumed to
|
|
|
|
Direct
|
|
|
Companies
|
|
|
Companies
|
|
|
Written
|
|
|
Net
|
|
|
|
(In thousands)
|
|
|
Year ended December 31, 2006
|
|
$
|
278,460
|
|
|
|
(35,117
|
)
|
|
|
4,576
|
|
|
|
247,919
|
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005
|
|
$
|
212,953
|
|
|
|
(26,645
|
)
|
|
|
3,211
|
|
|
|
189,519
|
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004
|
|
$
|
191,136
|
|
|
|
(25,381
|
)
|
|
|
269
|
|
|
|
166,024
|
|
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying report of independent registered public
accounting firm.
100
PROCENTURY
CORPORATION AND SUBSIDIARIES
(Formerly ProFinance Holdings Corporation)
Schedule V
Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged/
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
(Credited) to
|
|
|
Charged to
|
|
|
|
|
|
Balance at
|
|
|
|
Beginning of
|
|
|
Costs and
|
|
|
Other
|
|
|
Deductions
|
|
|
End of
|
|
|
|
Period
|
|
|
Expenses
|
|
|
Accounts
|
|
|
(1)
|
|
|
Period
|
|
|
Year ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for uncollectible:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums in course of collection
|
|
$
|
58
|
|
|
|
98
|
|
|
|
|
|
|
|
|
|
|
|
156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
$
|
1,285
|
|
|
|
2,856
|
|
|
|
|
|
|
|
|
|
|
|
4,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for uncollectible:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums in course of collection
|
|
$
|
79
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
11
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
$
|
1,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for uncollectible:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums in course of collection
|
|
$
|
204
|
|
|
|
(118
|
)
|
|
|
|
|
|
|
7
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
$
|
1,382
|
|
|
|
(97
|
)
|
|
|
|
|
|
|
|
|
|
|
1,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Deductions include write-offs of amounts determined to be
uncollectible. |
See accompanying report of independent registered public
accounting firm.
101
PROCENTURY
CORPORATION AND SUBSIDIARIES
(Formerly ProFinance Holdings Corporation)
Schedule VI
Supplemental Information Concerning Property
Casualty Insurance Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability for
|
|
|
Discount,
|
|
|
Loss and Loss Adjustment
|
|
|
|
|
|
|
Unpaid Losses
|
|
|
if Any,
|
|
|
Expenses (Benefits) Incurred
|
|
|
Paid Losses and
|
|
|
|
and Loss
|
|
|
Deducted
|
|
|
Related to
|
|
|
Loss
|
|
|
|
Adjustment
|
|
|
from
|
|
|
Current
|
|
|
Prior
|
|
|
Adjustment
|
|
|
|
Expenses
|
|
|
Reserves
|
|
|
Period
|
|
|
Periods
|
|
|
Expenses
|
|
|
Year ended December 31, 2006
|
|
$
|
250,672
|
|
|
|
|
|
|
|
136,583
|
|
|
|
(1,103
|
)
|
|
|
95,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005
|
|
$
|
211,647
|
|
|
|
|
|
|
|
112,946
|
|
|
|
5,400
|
|
|
|
67,898
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004
|
|
$
|
153,236
|
|
|
|
|
|
|
|
78,015
|
|
|
|
11,051
|
|
|
|
57,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying report of independent registered public
accounting firm.
102
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
No disagreements occurred with accountants on any accounting or
financial disclosure or auditing scope or procedure during 2006.
|
|
Item 9A.
|
Controls
and Procedures
|
Disclosure
Controls and Procedures
As of the end of the period covered by this report, ProCentury
carried out an evaluation, under the supervision and with the
participation of the our management, including the Chairman and
Chief Executive Officer (CEO) and the Chief
Financial Officer (CFO) and Treasurer, of the
effectiveness of the design and operation of the our disclosure
controls and procedures pursuant to Securities Exchange Act
Rule 13a-15
(Disclosure Controls).
Our management, including the CEO and CFO, does not expect that
its Disclosure Controls will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of
a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur
because of simple errors or mistake. The design of any system of
controls also is based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under
all potential future conditions.
Based upon ProCenturys controls evaluation, the CEO and
CFO have concluded that our Disclosure Controls provide
reasonable assurance that the information required to be
disclosed by us in our periodic reports is accumulated and
communicated to management, including the CEO and CFO, as
appropriate to allow timely decisions regarding disclosure and
is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange
Commissions rules and forms.
Managements
Report on Internal Control over Financial Accounting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Exchange Act
Rules 13a-15(f).
Under the supervision and with the participation of our
management, including our CEO and CFO, we conducted an
evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal
Control Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on
our evaluation under the framework in Internal
Control Integrated Framework, our management
concluded that our internal control over financial reporting was
effective as of December 31, 2006.
Our managements assessment of the effectiveness of our
internal control over financial reporting as of
December 31, 2006 has been audited by KPMG LLP, an
independent registered public accounting firm, as stated in
their report which is included in Part II, Item 8 of
this annual report on
Form 10-K.
Changes
in Internal Control over Financial Reporting
There were no changes in ProCenturys internal control over
financial reporting during our most recent fiscal year that
materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
|
|
Item 9B.
|
Other
Information
|
None.
103
PART III.
|
|
Item 10.
|
Directors,
Executive Officers, and Corporate Governance
|
The information required with respect to the executive officers
of the Company is included under the caption Executive
Officers of the Registrant in Part I of this report
and is incorporated herein by reference.
The other information required by Item 10 is incorporated
herein by reference to the information under the headings
Election of Directors, Corporate
Governance Board of Directors
Committees Audit Committee, Corporate
Governance Code of Business Conduct and Ethics
and Section 16(a) Beneficial Ownership Reporting
Compliance of our proxy statement relating to our annual
meeting of shareholders to be held May 16, 2007.
|
|
Item 11.
|
Executive
Compensation
|
The information required by Item 11 is incorporated herein
by reference to the information under the heading
Executive Compensation contained in our proxy
statement relating to our annual meeting of shareholders to be
held on May 16, 2007.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
|
The information required by Item 12 is incorporated herein
by reference to the information under the heading Security
Ownership of Certain Beneficial Owners and Management
contained in our proxy statement relating to its annual meeting
of shareholders to be held on May 16, 2007.
Equity
Compensation Plans
The following table shows certain information as of
December 31, 2006 with respect to compensation plans under
which our common shares are authorized for issuance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Common Shares to
|
|
|
|
|
|
Number of
|
|
|
|
be Issued Upon
|
|
|
Weighted Average
|
|
|
Common Shares
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Remaining
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Available for Future
|
|
Plan Category
|
|
Options
|
|
|
Options
|
|
|
Issuance(1)
|
|
|
Equity compensation plans approved
by shareholders
|
|
|
505,900
|
|
|
$
|
10.58
|
|
|
|
457,640
|
|
Equity compensation plans not
approved by shareholders
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Total
|
|
|
505,900
|
|
|
$
|
10.58
|
|
|
|
457,640
|
|
|
|
|
(1) |
|
Shares may be issued upon exercise of options or in the form of
appreciation rights, performance units, restricted stock or
restricted stock units. |
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
The information required in Item 13 is incorporated herein
by reference to the information under heading Certain
Relationships and Related Transactions contained in our
proxy statement relating to it annual meeting of shareholder to
be held May 16, 2007.
|
|
Item 14.
|
Principal
Accounting Fees and Services.
|
The information required by Item 14 is incorporated by
reference to the information under the heading Independent
Accountants Fees contained in our proxy statement
relating to its annual meeting of shareholders to be held on
May 16, 2007.
104
PART IV
|
|
Item 15.
|
Exhibits,
Financial Statement Schedules.
|
(a) (1) Financial Statements
Reports of independent registered public accounting firm
Consolidated Balance Sheets at December 31, 2006 and 2005
Consolidated Statements of Operations for the three years ended
December 31, 2006
Consolidated Statements of Shareholders Equity and
Comprehensive Income for the three years ended December 31,
2006
Consolidated Statements of Cash Flows for the three years ended
December 31, 2006
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules
Schedule I Summary of Investments
Other than Investments in Related Parties
Schedule II Condensed Financial Information of
Parent Company
Schedule III Supplementary Insurance Information
Schedule IV Reinsurance
Schedule V Valuation and Qualifying Accounts
Schedule VI Supplemental Information Concerning
Property Casualty Insurance Operations
(a) (3) Exhibits See
Exhibit Index immediately following the
signature page hereto.
(b) Exhibits.
See Exhibit Index immediately following the
signature page hereto.
(c) Financial Statement Schedules.
Schedules required to be filed in response to this portion are
listed above in Item 15(a)(2).
105
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PROCENTURY CORPORATION
|
|
|
|
By:
|
/s/ Edward
F. Feighan,
|
Edward F. Feighan,
Chairman, President and Chief
Executive Officer
Date: March 9, 2007
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities on the date
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Edward
F. Feighan
Edward
F. Feighan
|
|
Chairman of the Board of
Directors, President and Chief Executive Officer (Principal
Executive Officer)
|
|
March 9, 2007
|
|
|
|
|
|
/s/ Erin
E. West
Erin
E. West
|
|
Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer)
|
|
March 9, 2007
|
|
|
|
|
|
/s/ Michael
J. Endres
Michael
J. Endres
|
|
Director
|
|
March 9, 2007
|
|
|
|
|
|
/s/ Robert
F. Fix
Robert
F. Fix
|
|
Director
|
|
March 9, 2007
|
|
|
|
|
|
/s/ Jeffrey
A. Maffett
Jeffrey
A. Maffett
|
|
Director
|
|
March 9, 2007
|
|
|
|
|
|
/s/ Press
C. Southworth
Press
C. Southworth III
|
|
Director
|
|
March 9, 2007
|
|
|
|
|
|
/s/ Christopher
J. Timm
Christopher
J. Timm
|
|
Director
|
|
March 9, 2007
|
|
|
|
|
|
/s/ Alan
R. Weiler
Alan
R. Weiler
|
|
Director
|
|
March 9, 2007
|
|
|
|
|
|
/s/ Robert
J.
Woodward, Jr.
Robert
J. Woodward, Jr.
|
|
Director
|
|
March 9, 2007
|
106
EXHIBIT
INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.1
|
|
Amended and Restated Articles of
Incorporation of ProCentury Corporation (incorporated herein by
reference to ProCentury Corporations Quarterly Report on
Form 10-Q
for the period ended March 31, 2004 (File
No. 000-50641))
|
|
3
|
.2
|
|
Amended and Restated Code of
Regulations of ProCentury Corporation (incorporated herein by
reference to ProCentury Corporations Quarterly Report on
Form 10-Q
for the period ended March 31, 2004 (File
No. 000-50641))
|
|
4
|
.1
|
|
Specimen Certificate for common
shares, without par value, of ProCentury Corporation
(incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
4
|
.2
|
|
Indenture, dated as of
December 4, 2002, by and between ProFinance Holdings
Corporation and State Street Bank and Trust Company of
Connecticut (incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
4
|
.3
|
|
Amended and Restated Declaration
of Trust, dated as of December 4, 2002, by and among State
Street Bank and Trust Company of Connecticut, ProFinance
Holdings Corporation and Steven R. Young and John Marazza, as
Administrators (incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
4
|
.4
|
|
Guarantee Agreement, dated as of
December 4, 2002, by and between ProFinance Holdings
Corporation and State Street Bank and Trust Company of
Connecticut (incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
4
|
.5
|
|
Indenture, dated as of
May 16, 2003, by and between ProFinance Holdings
Corporation and U.S. Bank National Association
(incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
4
|
.6
|
|
Amended and Restated Declaration
of Trust, dated as of May 16, 2003, by and among
U.S. Bank National Association, ProFinance Holdings
Corporation and Steven R. Young and John Marazza, as
Administrators (incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
4
|
.7
|
|
Guarantee Agreement, dated as of
May 16, 2003, by and between ProFinance Holdings
Corporation and U.S. Bank National Association
(incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
10
|
.1
|
|
Employment Agreement, dated as of
December 15, 2003, by and between ProCentury Corporation
and Edward F. Feighan (incorporated herein by reference to
ProCentury Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)(1)
|
|
10
|
.2
|
|
Employment Agreement, dated as of
December 15, 2003, by and between ProCentury Corporation
and Christopher J. Timm (incorporated herein by reference to
ProCentury Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)(1)
|
|
10
|
.3
|
|
Employment Agreement, dated as of
February 22, 2006, by and between ProCentury Corporation
and Erin E. West (incorporated herein by reference to ProCentury
Corporations Annual Report on Form 10-K for the
fiscal year ended 2005 (File No. 000-50641))(1)
|
|
10
|
.4
|
|
Separation Agreement by and
between ProCentury Corporation and John A. Marazza, dated
January 21, 2005 (incorporated herein by reference to
ProCentury Corporations Current Report on
Form 8-K
dated January 21, 2005 (File
No. 000-50641))(1)
|
|
10
|
.5
|
|
Consulting Agreement by and
between ProCentury Corporation and Charles D. Hamm, dated
September 20, 2005 (incorporated herein by reference to
ProCentury Corporations Quarterly Report on
Form 10-Q
for the period ended September 30, 2005 (File
No. 000-50641))(1)
|
|
10
|
.6
|
|
Form of ProCentury Corporation
Indemnification Agreement by and between ProCentury Corporation
and each member of its Board of Directors (incorporated herein
by reference to ProCentury Corporations Registration
Statement on
Form S-1
(File
No. 333-111294),
as amended)(1)
|
|
10
|
.7
|
|
ProCentury Corporation 2004 Stock
Option and Award Plan (incorporated herein by reference to
ProCentury Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)(1)
|
|
10
|
.8
|
|
ProCentury Corporation Deferred
Compensation Plan (incorporated herein by reference to
ProCentury Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)(1)
|
107
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.9
|
|
ProCentury Corporation Deferred
Compensation Plan Rabbi Trust Agreement (incorporated
herein by reference to ProCentury Corporations
Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)(1)
|
|
10
|
.10
|
|
ProCentury Corporation Annual
Incentive Plan (incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)(1)
|
|
10
|
.11
|
|
Form of Restricted Stock Award
Agreement for Restricted Stock under the ProCentury Corporation
2004 Stock Option and Award Plan (incorporated herein by
reference to ProCentury Corporations Annual Report on
Form 10-K
for the fiscal year ended 2004 (File
No. 000-50641))(1)
|
|
10
|
.12
|
|
Form of Stock Option Agreement for
Non-Qualified Stock Options under the ProCentury Corporation
2004 Stock Option and Award Plan (incorporated herein by
reference to ProCentury Corporations Annual Report on
Form 10-K
for the fiscal year ended 2004 (File
No. 000-50641))(1)
|
|
10
|
.13
|
|
Form of Stock Option Agreement for
Incentive Stock Options under the ProCentury Corporation 2004
Stock Option and Award Plan (incorporated herein by reference to
ProCentury Corporations Annual Report on
Form 10-K
for the fiscal year ended 2004 (File
No. 000-50641))(1)
|
|
10
|
.14
|
|
Form of Restricted Stock Award
Agreement for Restricted Stock for Executive Officers under the
ProCentury Corporation 2004 Stock Option and Award Plan
(incorporated herein by reference to ProCentury
Corporations Annual Report on
Form 10-K
for the fiscal year ended 2004 (File
No. 000-50641))(1)
|
|
10
|
.15
|
|
Form of Stock Option Agreement for
Non-Qualified Stock Options for Executive Officers under the
ProCentury Corporation 2004 Stock Option and Award Plan
(incorporated herein by reference to ProCentury
Corporations Annual Report on
Form 10-K
for the fiscal year ended 2004 (File
No. 000-50641))(1)
|
|
10
|
.16
|
|
Form of Restricted Stock Award
Agreement for Performance Vesting Restricted Stock under the
ProCentury Corporation 2004 Stock Option and Award Plan
(incorporated herein by reference to ProCentury
Corporations Quarterly Report on
Form 10-Q
for the period ended March 31, 2005 (File
No. 000-50641))(1)
|
|
10
|
.17
|
|
Form of Stock Option Agreement for
Non-Qualified Stock Options Granted to Non-Employee Directors
under the ProCentury Corporation 2004 Stock Option and Award
Plan (incorporated herein by reference to ProCentury
Corporations Quarterly Report on
Form 10-Q
for the period ended March 31, 2005 (File
No. 000-50641))(1)
|
|
10
|
.18
|
|
Transitional Administrative
Agreement, effective as of January 1, 2004, by and among
ProCentury Corporation, Evergreen National Indemnity Corporation
and Continental Heritage Insurance Company (incorporated herein
by reference to ProCentury Corporations Registration
Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
10
|
.19
|
|
Loss Portfolio Transfer
Reinsurance Contract, effective as of January 1, 2004,
issued to Century Surety Company by Evergreen National Indemnity
Company (incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
10
|
.20
|
|
Loss Portfolio Transfer
Reinsurance Contract, effective as of January 1, 2004,
issued to Continental Heritage Insurance Company by Century
Surety Company (incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
10
|
.21
|
|
Loss Portfolio Transfer
Reinsurance Contract, effective as of January 1, 2004,
issued to Evergreen National Indemnity Company by Century Surety
Company (incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
10
|
.22
|
|
Quota Share Reinsurance Contract,
effective as of January 1, 2004, issued to Evergreen
National Indemnity Company by Century Surety Company
(incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
10
|
.23
|
|
Quota Share Reinsurance Contract,
effective as of January 1, 2004, issued to Continental
Heritage Insurance Company by Century Surety Company
(incorporated herein by reference to ProCentury
Corporations Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
10
|
.24
|
|
Quota Share Reinsurance Contract,
effective as of January 1, 2004, issued to Century Surety
Company by Evergreen National Indemnity Company (incorporated
herein by reference to ProCentury Corporations
Registration Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
108
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.25
|
|
Software License Agreement,
effective as of January 1, 2004, by and among Century
Surety Company, Evergreen National Indemnity Company and
Continental Heritage Insurance Company (incorporated herein by
reference to ProCentury Corporations Registration
Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
10
|
.26
|
|
Software Support and Maintenance
Agreement, effective as of January 1, 2004, by and among
Century Surety Company, Evergreen National Indemnity Company and
Continental Heritage Insurance Company (incorporated herein by
reference to ProCentury Corporations Registration
Statement on
Form S-1
(File
No. 333-111294),
as amended)
|
|
21
|
|
|
Subsidiaries of ProCentury
Corporation
|
|
23
|
|
|
Consent of KPMG LLP
|
|
31
|
.1
|
|
Certification of Principal
Executive Officer pursuant to
Rule 13a-14(a)
of the Exchange Act
|
|
31
|
.2
|
|
Certification of Principal
Financial Officer pursuant to
Rule 13a-14(a)
of the Exchange Act
|
|
32
|
.1
|
|
Certification of Principal
Executive Officer pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (2)
|
|
32
|
.2
|
|
Certification of Principal
Financial Officer pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (2)
|
|
|
|
(1) |
|
Management contracts and compensatory plans or arrangements
required to be filed as an exhibit pursuant to Item 15(b)
of
Form 10-K. |
|
(2) |
|
These certifications are not deemed to be filed for
purposes of Section 18 of the Exchange Act, or otherwise
subject to the liability of that section. These certifications
will not be deemed to be incorporated by reference into any
filing under the Securities Act or the Exchange Act, except to
the extent that the registrant specifically incorporates them by
reference. |
109