þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio | 31-1718622 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
465 Cleveland Avenue | ||
Westerville, Ohio | 43082 | |
(Address of principal executive offices) | (Zip Code) |
2
Three Months | Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Premiums earned |
$ | 55,425 | 44,934 | 156,992 | 129,479 | |||||||||||
Net investment income |
4,999 | 3,866 | 14,114 | 10,520 | ||||||||||||
Net realized investment gains (losses) |
4 | (66 | ) | (37 | ) | (219 | ) | |||||||||
Total revenues |
60,428 | 48,734 | 171,069 | 139,780 | ||||||||||||
Losses and loss expenses |
34,393 | 36,410 | 97,407 | 88,724 | ||||||||||||
Amortization of deferred policy acquisition costs |
14,440 | 10,941 | 39,402 | 31,496 | ||||||||||||
Other operating expenses |
3,618 | 3,821 | 11,616 | 10,360 | ||||||||||||
Severance expense |
| | | 793 | ||||||||||||
Interest expense |
608 | 483 | 1,718 | 1,359 | ||||||||||||
Total expenses |
53,059 | 51,655 | 150,143 | 132,732 | ||||||||||||
Income (loss) before income tax |
7,369 | (2,921 | ) | 20,926 | 7,048 | |||||||||||
Income tax expense (benefit) |
2,236 | (1,128 | ) | 6,168 | 1,763 | |||||||||||
Net income (loss) |
$ | 5,133 | (1,793 | ) | 14,758 | 5,285 | ||||||||||
Basic net income (loss) per share |
$ | 0.39 | (0.14 | ) | 1.13 | 0.40 | ||||||||||
Diluted net income (loss) per share |
$ | 0.39 | (0.14 | ) | 1.11 | 0.40 | ||||||||||
Weighted average of shares outstanding basic |
13,133,711 | 13,064,909 | 13,116,317 | 13,054,764 | ||||||||||||
Weighted average of shares outstanding diluted |
13,270,589 | 13,124,487 | 13,239,563 | 13,126,632 | ||||||||||||
Cash dividend per share |
$ | 0.04 | 0.02 | 0.105 | 0.06 | |||||||||||
3
September 30, | December 31, | |||||||
2006 | 2005 | |||||||
(Unaudited) | ||||||||
Assets |
||||||||
Investments |
||||||||
Fixed maturities: |
||||||||
Available-for-sale, at fair value |
||||||||
(amortized cost 2006, $343,880; 2005, $306,237) |
$ | 341,030 | $ | 302,632 | ||||
Held-to-maturity, at amortized cost |
||||||||
(fair value 2006, $1,104; 2005, $1,118) |
1,118 | 1,128 | ||||||
Equities (available-for-sale): |
||||||||
Equity securities, at fair value (cost 2006, $29,878; 2005, $27,521) |
29,979 | 26,941 | ||||||
Bond mutual funds, at fair value (cost 2006, $14,583; 2005, $18,516) |
14,292 | 17,852 | ||||||
Short-term investments, at amortized cost |
27,187 | 12,229 | ||||||
Total investments |
413,606 | 360,782 | ||||||
Cash and cash equivalents |
8,383 | 5,628 | ||||||
Premiums in course of collection, net |
18,573 | 14,849 | ||||||
Deferred policy acquisition costs |
23,477 | 20,649 | ||||||
Prepaid reinsurance premiums |
10,991 | 10,989 | ||||||
Reinsurance recoverable on paid losses, net |
8,032 | 6,422 | ||||||
Reinsurance recoverable on unpaid losses, net |
37,903 | 37,448 | ||||||
Deferred federal income tax asset |
9,869 | 9,151 | ||||||
Income tax recoverable |
306 | | ||||||
Other assets |
9,494 | 8,227 | ||||||
Total assets |
$ | 540,634 | $ | 474,145 | ||||
Liabilities and Shareholders Equity |
||||||||
Loss and loss expense reserves |
$ | 240,919 | $ | 211,647 | ||||
Unearned premiums |
108,226 | 95,631 | ||||||
Long term debt |
25,000 | 25,000 | ||||||
Accrued expenses and other liabilities |
13,704 | 6,893 | ||||||
Reinsurance balances payable |
4,711 | 2,572 | ||||||
Collateral held |
11,169 | 11,014 | ||||||
Income taxes payable |
| 185 | ||||||
Total liabilities |
403,729 | 352,942 | ||||||
Shareholders equity: |
||||||||
Common stock, without par value: |
||||||||
Common shares Issued and outstanding 13,248,323 and 13,211,019
shares at September 30, 2006 and December 31, 2005, respectively |
| | ||||||
Additional paid-in capital |
100,593 | 100,202 | ||||||
Retained earnings |
38,215 | 24,846 | ||||||
Unearned compensation |
| (695 | ) | |||||
Accumulated other comprehensive loss, net of taxes |
(1,903 | ) | (3,150 | ) | ||||
Total shareholders equity |
136,905 | 121,203 | ||||||
Total liabilities and shareholders equity |
$ | 540,634 | $ | 474,145 | ||||
4
Nine Months Ended September 30, | ||||||||
2006 | 2005 | |||||||
Shareholders Equity |
||||||||
Capital stock: |
||||||||
Beginning of period |
$ | | | |||||
Stock issued |
| | ||||||
End of period |
| | ||||||
Additional paid-in capital: |
||||||||
Beginning of period |
100,202 | 100,103 | ||||||
Impact of adoption of SFAS 123R |
(695 | ) | | |||||
Shares issued under share compensation plans |
989 | 136 | ||||||
Exercise of share options |
6 | | ||||||
Tax benefit of share compensation plans |
91 | | ||||||
End of period |
100,593 | 100,239 | ||||||
Retained earnings: |
||||||||
Beginning of period |
24,846 | 15,727 | ||||||
Net income |
14,758 | 5,285 | ||||||
Dividends declared (2006, $0.105/share and 2005, $0.06/share) |
(1,389 | ) | (793 | ) | ||||
End of period |
38,215 | 20,219 | ||||||
Unearned share compensation: |
||||||||
Beginning of period |
(695 | ) | (1,413 | ) | ||||
Impact of adoption of SFAS 123R |
695 | 488 | ||||||
End of period |
| (925 | ) | |||||
Accumulated other comprehensive (loss) income, net of taxes: |
||||||||
Beginning of period |
(3,150 | ) | 820 | |||||
Unrealized holding gains (losses) arising during the period,
net of reclassification adjustment |
1,247 | (2,752 | ) | |||||
End of period |
(1,903 | ) | (1,932 | ) | ||||
Total shareholders equity |
$ | 136,905 | 117,601 | |||||
Comprehensive Income |
||||||||
Net income |
$ | 14,758 | 5,285 | |||||
Other comprehensive loss: |
||||||||
Unrealized gains (losses) on securities: |
||||||||
Unrealized holding gains (losses) arising during the period: |
||||||||
Gross |
1,772 | (4,445 | ) | |||||
Related federal income tax (expense) benefit |
(549 | ) | 1,550 | |||||
Net unrealized gains (losses) |
1,223 | (2,895 | ) | |||||
Reclassification adjustment for losses included in net income |
||||||||
Gross |
(37 | ) | (219 | ) | ||||
Related federal income tax benefit |
13 | 77 | ||||||
Net reclassification adjustment |
(24 | ) | (142 | ) | ||||
Other comprehensive income (loss) |
1,247 | (2,752 | ) | |||||
Total comprehensive income |
$ | 16,005 | 2,533 | |||||
5
Nine Months Ended September 30, | ||||||||
2006 | 2005 | |||||||
Cash flows provided by operating activities: |
||||||||
Net income |
$ | 14,758 | 5,285 | |||||
Adjustments: |
||||||||
Net realized investment losses |
37 | 219 | ||||||
Deferred federal income tax benefit |
(1,280 | ) | (1,470 | ) | ||||
Share-based compensation expense |
989 | 624 | ||||||
Changes in assets and liabilities: |
||||||||
Premiums in course of collection, net |
(3,724 | ) | (2,167 | ) | ||||
Deferred policy acquisition costs |
(2,828 | ) | (1,978 | ) | ||||
Prepaid reinsurance premiums |
(2 | ) | (1,099 | ) | ||||
Reinsurance recoverable on paid and unpaid losses, net |
(2,065 | ) | (20,579 | ) | ||||
Income taxes payable/receivable |
(491 | ) | (4,960 | ) | ||||
Losses and loss expense reserves |
29,272 | 62,107 | ||||||
Unearned premiums |
12,595 | 8,044 | ||||||
Other, net |
532 | 6,781 | ||||||
Net cash provided by operating activities |
47,793 | 50,807 | ||||||
Cash flows used in investing activities: |
||||||||
Purchases of equity securities |
(8,829 | ) | (50,594 | ) | ||||
Purchase of fixed maturity securities available-for-sale |
(90,998 | ) | (98,324 | ) | ||||
Proceeds from sales of equity securities |
10,056 | 42,849 | ||||||
Proceeds from sales and maturities of fixed maturities available-for-sale |
52,393 | 61,594 | ||||||
Acquisition, net of cash acquired |
| (1,002 | ) | |||||
Change in short-term investments |
(14,958 | ) | (3,398 | ) | ||||
Change in securities receivable/payable |
8,590 | 3,225 | ||||||
Net cash used in investing activities |
(43,746 | ) | (45,650 | ) | ||||
Cash flows used in financing activities: |
||||||||
Dividend paid to shareholders |
(1,389 | ) | (793 | ) | ||||
Exercise of share options |
6 | | ||||||
Tax benefit on share compensation plans |
91 | | ||||||
Draw on line of credit |
1,000 | 2,300 | ||||||
Principal payment on line of credit |
(1,000 | ) | (2,300 | ) | ||||
Net cash used in financing activities |
(1,292 | ) | (793 | ) | ||||
Increase in cash and cash equivalents |
2,755 | 4,364 | ||||||
Cash and equivalents at beginning of period |
5,628 | 7,681 | ||||||
Cash and equivalents at end of period |
$ | 8,383 | 12,045 | |||||
Supplemental disclosure of cash flow information: |
||||||||
Interest paid |
$ | 1,734 | 1,357 | |||||
Federal income taxes paid |
$ | 7,850 | 8,191 | |||||
6
(1) | Basis of Presentation | |
The accompanying interim unaudited consolidated condensed financial statements and notes include the accounts of ProCentury Corporation (the Company or ProCentury), and its wholly owned insurance subsidiary, Century Surety Company (Century). The interim unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, the interim unaudited consolidated condensed financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of results for the interim periods have been included. These interim unaudited consolidated condensed financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes in the Companys audited consolidated financial statements, included in the Companys annual report on Form 10-K for the year ended December 31, 2005. The Companys results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. | ||
In preparing the interim unaudited consolidated condensed financial statements, management was 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 interim unaudited consolidated condensed 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. | ||
All significant intercompany balances and transactions have been eliminated. | ||
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. | ||
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. |
7
If the Company recorded compensation expense for its share option grants based on the fair value method as previously required by SFAS No. 123, the Companys net (loss) income and (loss) earnings per share for the three and nine months ended September 30, 2005 would have been adjusted to the pro forma amounts as indicated in the following table: |
Three | Nine | |||||||
Months | Months | |||||||
Ended September | Ended September | |||||||
30, 2005 | 30, 2005 | |||||||
(In thousands, | (In thousands, | |||||||
except per | except per | |||||||
share data) | share data) | |||||||
Net (loss) income: |
||||||||
As reported |
$ | (1,793 | ) | $ | 5,285 | |||
Add: Share-based employee compensation expense included in reported
net (loss) income, net of related tax effects |
97 | 398 | ||||||
Less: Additional share-based employee compensation expense determined
under fair value-based method for all awards, net of related tax effects |
(150 | ) | (649 | ) | ||||
Pro forma |
$ | (1,846 | ) | $ | 5,034 | |||
Basic (loss) income per common share: |
||||||||
As reported |
$ | (0.14 | ) | $ | 0.40 | |||
Pro forma |
$ | (0.14 | ) | $ | 0.39 | |||
Diluted (loss) income per common share: |
||||||||
As reported |
$ | (0.14 | ) | $ | 0.40 | |||
Pro forma |
$ | (0.14 | ) | $ | 0.38 | |||
The fair values of the share options are estimated on the dates of grant using the Black-Scholes option pricing model with the following weighted average assumptions: |
Three and Nine Months Ended | ||||
September 30, 2005 | ||||
Risk free interest rate |
3.97 | % | ||
Dividend yield |
0.76 | % | ||
Volatility factor |
23.15 | % | ||
Weighted average expected option term |
7 Years |
(2) | Income per Common Share | |
Basic income per share (EPS) 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 or net loss per share is computed excluding the common share equivalents. | ||
Based on the above and 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 interim unaudited consolidated condensed financial statements: |
8
Three Months Ended September 30, 2006 | ||||||||||||
Income | Shares | Per Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
(In thousands, except per share data) | ||||||||||||
Basic Net Income Per Share |
||||||||||||
Net income |
$ | 5,133 | 13,133,711 | 0.39 | ||||||||
Effect of Dilutive Securities |
||||||||||||
Restricted common shares and share options |
| 136,878 | | |||||||||
Diluted EPS |
||||||||||||
Net income |
$ | 5,133 | 13,270,589 | 0.39 | ||||||||
Three Months Ended September 30, 2005 | ||||||||||||
Income | Shares | Per Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
(In thousands, except per share data) | ||||||||||||
Basic Net Income Per Share |
||||||||||||
Net income |
$ | (1,793 | ) | 13,064,909 | (0.14 | ) | ||||||
Effect of Dilutive Securities |
||||||||||||
Restricted common shares and share options |
| 59,578 | | |||||||||
Diluted EPS |
||||||||||||
Net income |
$ | (1,793 | ) | 13,124,487 | (0.14 | ) | ||||||
Nine Months Ended September 30, 2006 | ||||||||||||
Income | Shares | Per Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
(In thousands, except per share data) | ||||||||||||
Basic Net Income Per Share |
||||||||||||
Net income |
$ | 14,758 | 13,116,317 | 1.13 | ||||||||
Effect of Dilutive Securities |
||||||||||||
Restricted common shares and share options |
| 123,246 | (0.02 | ) | ||||||||
Diluted EPS |
||||||||||||
Net income |
$ | 14,758 | 13,239,563 | 1.11 | ||||||||
Nine Months Ended September 30, 2005 | ||||||||||||
Income | Shares | Per Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
(In thousands, except per share data) | ||||||||||||
Basic Net Income Per Share |
||||||||||||
Net income |
$ | 5,285 | 13,054,764 | 0.40 | ||||||||
Effect of Dilutive Securities |
||||||||||||
Restricted common shares and share options |
| 71,868 | | |||||||||
Diluted EPS |
||||||||||||
Net income |
$ | 5,285 | 13,126,632 | 0.40 | ||||||||
(3) | Investments | |
The Company invests primarily in investment-grade fixed maturities. The amortized cost, gross unrealized gains and losses and estimated fair value of fixed maturities classified as held-to-maturity were as follows: |
9
September 30, 2006 | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | unrealized | unrealized | fair | |||||||||||||
cost | gains | losses | value | |||||||||||||
(In thousands) | ||||||||||||||||
U.S. Treasury securities |
$ | 89 | 10 | | 99 | |||||||||||
Agencies not backed by the full faith and credit of
the U.S. Government |
1,029 | | (24 | ) | 1,005 | |||||||||||
Total |
$ | 1,118 | 10 | (24 | ) | 1,104 | ||||||||||
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: |
10
September 30, 2006 | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
(In thousands) | ||||||||||||||||
Fixed maturities: |
||||||||||||||||
U.S. Treasury securities |
$ | 3,652 | | (53 | ) | 3,599 | ||||||||||
Agencies not backed by the full faith and
credit of the U.S. Government |
13,544 | | (246 | ) | 13,298 | |||||||||||
Obligations of states and political subdivisions |
148,496 | 521 | (628 | ) | 148,389 | |||||||||||
Corporate securities |
34,487 | 41 | (810 | ) | 33,718 | |||||||||||
Mortgage-backed securities |
51,082 | 42 | (1,010 | ) | 50,114 | |||||||||||
Collateralized mortgage obligations |
43,062 | 120 | (683 | ) | 42,499 | |||||||||||
Asset-backed securities |
49,557 | 558 | (702 | ) | 49,413 | |||||||||||
Total fixed maturities |
343,880 | 1,282 | (4,132 | ) | 341,030 | |||||||||||
Equities: |
||||||||||||||||
Equity securities |
29,878 | 435 | (334 | ) | 29,979 | |||||||||||
Bond mutual funds |
14,583 | 58 | (349 | ) | 14,292 | |||||||||||
Total equities |
44,461 | 493 | (683 | ) | 44,271 | |||||||||||
Total |
$ | 388,341 | 1,775 | (4,815 | ) | 385,301 | ||||||||||
December 31, 2005 | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | 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 permanent reductions to the cost basis of the underlying investments and are recorded as realized losses in the interim unaudited consolidated condensed statements of operations. An other-than-temporary loss of $202,000 was realized during the three and nine months ended September 30, 2006. Other-than-temporary losses of $79,000 and $114,000 were realized during the three and nine months ended September 30, 2005, respectively. | ||
The fair values and gross unrealized losses for securities classified as held-to-maturity by the Company and assessed as temporarily impaired by management, categorized by the length of time that the individual securities have been in a continuous unrealized loss position, as of September 30, 2006, are as follows: |
11
September 30, 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) | ||||||||||||||||||||||||
Agencies not backed by the full faith
and credit of the U.S. Government |
$ | | | 1,005 | (24 | ) | 1,005 | (24 | ) | |||||||||||||||
Total |
$ | | | 1,005 | (24 | ) | 1,005 | (24 | ) | |||||||||||||||
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: |
September 30, 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 |
$ | 484 | (2 | ) | 3,114 | (51 | ) | 3,598 | (53 | ) | ||||||||||||||
Agencies not backed by the full faith
and credit of the
U.S. Government |
3,019 | (30 | ) | 10,279 | (216 | ) | 13,298 | (246 | ) | |||||||||||||||
Obligations of states and political
subdivisions |
17,393 | (59 | ) | 53,525 | (569 | ) | 70,918 | (628 | ) | |||||||||||||||
Corporate securities |
4,521 | (79 | ) | 24,945 | (731 | ) | 29,466 | (810 | ) | |||||||||||||||
Mortgage-backed securities |
28 | 0 | 35,051 | (1,010 | ) | 35,079 | (1,010 | ) | ||||||||||||||||
Collateralized mortgage obligations |
6,140 | (114 | ) | 21,243 | (569 | ) | 27,383 | (683 | ) | |||||||||||||||
Asset-backed securities |
12,806 | (379 | ) | 11,953 | (323 | ) | 24,759 | (702 | ) | |||||||||||||||
Total |
44,391 | (663 | ) | 160,110 | (3,469 | ) | 204,501 | (4,132 | ) | |||||||||||||||
Equities: |
||||||||||||||||||||||||
Equity securities |
8,141 | (131 | ) | 4,889 | (203 | ) | 13,030 | (334 | ) | |||||||||||||||
Bond mutual funds |
0 | 0 | 13,215 | (349 | ) | 13,215 | (349 | ) | ||||||||||||||||
Total |
8,141 | (131 | ) | 18,104 | (552 | ) | 26,245 | (683 | ) | |||||||||||||||
Grand Total |
$ | 52,532 | (794 | ) | 178,214 | (4,021 | ) | 230,746 | (4,815 | ) | ||||||||||||||
At September 30, 2006, the Company had 204 fixed income securities and 18 equity securities that have been in an unrealized loss position for one year or longer. Of the fixed income securities, 183 are investment grade, of which 177 of these securities are rated A1/A or better (including 132 securities which are rated AAA). The 21 remaining non-investment grade fixed income securities have an aggregate fair value equal to 94.7% of their book value as of September 30, 2006. Of the equity securities, six 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 for any of these funds over the past twelve months. Finally, the 12 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 12 equity securities have an aggregate fair market value equal to 96.3% of their book value as of September 30, 2006. All 204 of the fixed income securities are current on interest and principal and all 18 of the equity securities continue to pay dividends at a level consistent with the prior year. Management believes all contract terms of each security will be satisfied. The unrealized loss position is due to the changes in the interest rate environment and the Company has positive intent and the ability to hold the securities until they mature or recover in value. |
12
(4) | Loss and Loss Expense Reserves | |
Liability for losses and loss expenses represents the Companys best estimate of the ultimate amounts needed to pay both reported and unreported claims. These estimates are based on quarterly internal actuarial studies and certified on an annual basis by an independent actuary. The Company continually reviews these estimates and, based on new developments and information, the Company includes adjustments of the probable ultimate liability in the operating results for the periods in which the adjustments are made. | ||
Net loss and loss expenses incurred were $34.4 million for the quarter ended September 30, 2006, compared to $36.4 million for the quarter ended September 30, 2005. In the third quarter of 2006, the Company recorded $35.6 million of incurred losses and loss expenses attributable to the 2006 accident year and $1.2 million of favorable prior year development. In the third quarter of 2005, the Company recorded $35.4 million of incurred losses and loss expenses attributable to the 2005 accident year and $978,000 of adverse prior year development. | ||
Net loss and loss expenses incurred were $97.4 million for the nine months ended September 30, 2006, compared to $88.7 million for the nine months ended September 30, 2005. In the first nine months of 2006, the Company recorded $97.0 million of incurred losses and loss expenses attributable to the 2006 accident year and $353,000 of adverse prior year development. In the first nine months of 2005, the Company recorded $84.1 million of incurred losses and loss expenses attributable to the 2005 accident year and $4.6 million of adverse prior year development. | ||
For the three months ended September 30, 2006, within the property line, the Company experienced favorable non-catastrophe case reserve development producing a reduction in ultimate loss and loss expenses by $3.3 million primarily for the 2004 and 2005 accident years. This favorable development was offset by an increase of $200,000 in casualty reserves during the three month period as a result of a small amount of adverse development in the casualty line related to one specific claim. Additionally, the Company recorded approximately $1.9 million of unfavorable development during the three months ended September 30, 2006 primarily related to estimated costs associated with possible reinsurance collection issues on the 1998 through 1999 workers compensation reinsurance treaties. | ||
For the nine months ended September 30, 2006, within the property line, the Company experienced favorable non-catastrophe case reserve development producing a reduction in ultimate loss and loss expenses by $7.0 million primarily for the 2004 and 2005 accident years. The Company also changed its estimates during such nine month period on catastrophe losses by reducing its estimates on Hurricane Wilma by $1.2 million due to actual incurred losses being lower than original estimates. This favorable development was offset by an increase of $4.3 million in casualty reserves during such nine month period 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 Companys reserves moved to a higher point on the range of loss and loss expense reserve estimate, despite the fact that overall, the Companys casualty book of business performed within the range of expectations for the quarter and nine months ended September 30, 2006. The Company also incurred approximately $1.4 million of adverse development during the nine months ended September 30, 2006 due to an increase in legal severities on construction defect claims. Additionally, the Company recorded approximately $2.9 million of unfavorable development during the nine months ended September 30, 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. | ||
During the quarter ended September 30, 2005, the Company incurred $8.8 million of incurred net loss and loss expenses and $18.3 million of gross loss and loss expenses related to Hurricanes Katrina and Rita. | ||
The prior year increase for the three months ended September 30, 2005 included increases of $1.1 million related increases in the non-construction defect casualty line, $200,000 related to construction defect reserves and $133,000 related to the exited commercial auto line from adverse new claim information. The increases were offset by approximately $454,000 of favorable development in the property line of business. The increases related to the non-construction defect casualty line primarily relate to claim severities exceeding the Companys expectations resulting in reassessments of the initial loss ratio expectations and the claim reporting and settlement patterns. The increases related to construction defect primarily relate to increased estimates of litigation reserves. The favorable development for property resulted from actual reported losses below expectations. |
13
The prior year increase for the nine months ended September 30, 2005 included increases of $3.3 million related to construction defect, $2.0 million related to the non-construction defect casualty line, and $463,000 related to the exited commercial auto line from adverse new claim information on two claims. The increases were offset by approximately $989,000 of favorable development in the property line of business. The increases pertaining to construction defect primarily relate to reserves established for several contribution action settlements and increased estimates of litigation reserves related to the contribution actions. The increases related to the non-construction defect casualty line primarily relate to claim severities exceeding the Companys expectations resulting in reassessments of the initial loss ratio expectations and the claim reporting and settlement patterns. The favorable development for property resulted from actual reported losses below expectations. | ||
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. | ||
(5) | Reinsurance | |
In the ordinary course of business, Century 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. There have been no significant changes in the Companys reinsurance program except for the fact that the Company is now retaining 50% of the $500,000 excess of $500,000 layer of the 2006 casualty treaty. This layer was ceded 100% to reinsurers in 2005. 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. |
14
The effects of assumed and ceded reinsurance on premiums written, premiums earned and loss and loss expenses incurred were as follows: |
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(In thousands) | ||||||||||||||||
Premiums written: |
||||||||||||||||
Direct |
$ | 68,849 | 52,491 | 190,612 | 154,444 | |||||||||||
Assumed |
454 | 993 | 2,400 | 1,945 | ||||||||||||
Ceded |
(8,638 | ) | (7,703 | ) | (23,426 | ) | (19,965 | ) | ||||||||
Net premiums written |
$ | 60,665 | 45,781 | 169,586 | 136,424 | |||||||||||
Premiums earned: |
||||||||||||||||
Direct |
62,831 | 51,575 | 177,977 | 147,457 | ||||||||||||
Assumed |
523 | 475 | 2,440 | 888 | ||||||||||||
Ceded |
(7,929 | ) | (7,116 | ) | (23,425 | ) | (18,866 | ) | ||||||||
Net premiums earned |
$ | 55,425 | 44,934 | 156,992 | 129,479 | |||||||||||
Losses and loss expenses incurred: |
||||||||||||||||
Direct |
34,133 | 50,850 | 106,993 | 114,521 | ||||||||||||
Assumed |
481 | (229 | ) | 838 | (641 | ) | ||||||||||
Ceded |
(221 | ) | (14,211 | ) | (10,424 | ) | (25,156 | ) | ||||||||
Net losses and loss expenses incurred |
$ | 34,393 | 36,410 | 97,407 | 88,724 | |||||||||||
In 1998 and 1999, the Company had quota share and excess of loss reinsurance agreements with three reinsurance companies for the workers compensation line of business. These agreements were entered into through an intermediary, which was ordered into liquidation in 2000. Since that time, the Company attempted to collect the losses directly from one of the reinsurers. On March 22, 2006, the Companys effort to vacate an adverse award received in arbitration related to this reinsurer proved unsuccessful. As a result, the Company began the process of turning the claims over to the liquidator of the intermediary. As of September 30, 2006, the Company had approximately $2.9 million of recoverables related to these reinsurance agreements, of which $1.1 million related to the quota share agreements and $1.8 million related to the excess of loss agreements. In the third quarter of 2006, the Company received communication from the liquidator of the intermediary that caused the Company to believe that the Company would not be able to recover a significant amount from the liquidator. As a result, the Company increased the reserve for uncollectible reinsurance from the $1.5 million that was recorded at June 30, 2006 to $2.9 million at September 30, 2006. | ||
In addition, in the second quarter of 2006, the Company increased its reserves for uncollectible reinsurance to $1.4 million from $250,000 related to disputes with three reinsurers on 1997 and 2000 accident year casualty claims. The total amount in dispute is approximately $4.0 million. During the second quarter of 2006, the Company was unsuccessful on appeal of a 1997 accident year claim for which it is anticipated one of the reinsures may deny indemnification. In addition, the Company has filed a notice of arbitration against one of its reinsurers related to a 2000 accident year claim for which a $250,000 provision for arbitration costs was established in the first quarter of 2006. In the second quarter of 2006, the Company recorded an additional provision of $220,000 for arbitration costs for the 2000 accident year claim as the Company will file for arbitration if current negotiations are not successful. No new information was obtained during the third quarter that indicated a change in the reserve was warranted. As of September 30, 2006, the Company had $1.4 million of reserves for uncollectible reinsurance for these amounts in dispute. | ||
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. | ||
(6) | Deferred Policy Acquisition Costs | |
The following reflects the amounts of policy acquisition costs deferred and amortized: |
15
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(In thousands) | ||||||||||||||||
Balance at beginning of period |
$ | 22,906 | 18,919 | 20,649 | 17,411 | |||||||||||
Policy acquisition costs deferred |
15,011 | 11,411 | 42,230 | 33,474 | ||||||||||||
Amortization of deferred policy acquisition
costs |
(14,440 | ) | (10,941 | ) | (39,402 | ) | (31,496 | ) | ||||||||
Balance at end of period |
$ | 23,477 | 19,389 | 23,477 | 19,389 | |||||||||||
For the three and nine months ended September 30, 2006, the Company expensed $766,000 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 three and nine months ended September 30, 2005. | ||
(7) | Federal Income Taxes | |
The income tax provision for the three and nine months ended September 30, 2006 of 30.3% and 29.5%, respectively has been computed based on our estimated annual effective tax rate of 29.5% which differs from the federal income tax rate of 35% principally because of tax-exempt investment income. The income tax provision for the nine months ended September 30, 2005 was computed based on our estimated annual effective tax rate of 25.0%, which also differed from the federal income tax rate of 35% principally because of tax-exempt investment income. The income tax provision for the quarter ended September 30, 2005 was 38.6% primarily due to the pretax loss recorded for the quarter and the effect of tax-exempt investment income. | ||
(8) | Commitments and Contingencies | |
The Company is party to lawsuits, arbitrations and other proceedings that arise in the normal course of its business. Many of such lawsuits, arbitrations and other proceedings involve claims under policies that the Company underwrites as an insurer, the liabilities for which the Company believes have been adequately included in its loss and loss adjustment expense (LAE) reserves. Also, from time to time, the Company is 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. The Company provides accruals for these items to the extent it deems the losses are 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, the Company believes the resolution of these matters will not have a material adverse effect on its financial position, results of operations or cash flows. | ||
(9) | Employee Benefits | |
During 2004, the Company adopted and the shareholders approved a stock option plan (the 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. Compensation cost is recorded in the same financial statement caption as the salary expense of the employee (i.e. the compensation cost for the Chief Investment Officer is recorded as an offset to net investment income). | ||
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 compensation committee. An optionee must exercise an option within 10 years from the grant date. Full vesting of qualified options 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 compensation committee. An optionee must exercise an option within 10 years from the grant date. Full vesting of non-qualified options 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. In accordance with SFAS No. 123R, compensation expense is recorded over the service period based on the grant date fair market value of the options. The fair market value is determined by the Company using the Black-Scholes option pricing model. Prior to the adoption of SFAS 123R, in accordance with APB No. 25, no compensation expense was recorded for the qualified and non-qualified share options as the market value on the grant dates equaled the exercise price. |
16
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. In accordance with SFAS 123R, compensation cost is measured on the grant date at the grant date market value and recorded over the service period, unless it becomes unlikely that the performance criteria will be met. Prior to the adoption of SFAS 123R, compensation expense for performance-based restricted share awards was recognized based on the fair value of the awards at the end of the period. | ||
The Company may grant options for up to 1.2 million shares under the plan. Through December 31, 2005, the Company had granted 287,000 non-qualified options, 95,000 qualified options, 156,000 time-based restricted shares and 55,024 performance-based restricted shares under the share plan. On January 3, 2006 and June 1, 2006, the Company granted an additional 112,500 qualified options and an additional 12,000 non-qualified options. In addition, on September 1, 2006, the Company granted 36,704 performance-based restricted shares. Total compensation cost for share-based payment arrangements included in net income was approximately $376,000 and $989,000 for the three and nine months ended September 30, 2006. In 2005, the compensation cost included in net income was $159,000 and $624,000 for the three and nine months ended September 30, 2005. The tax benefit related to these arrangements were $46,000 and $91,000 for the three and nine months ended September 30, 2006. During 2005, there were no tax related benefits. At September 30, 2006 the Company had $1.8 million of future compensation cost related to unvested shares awarded. | ||
A summary of the status of the option plan for the nine months ended September 30, 2006 is presented in the following table: |
September 30, 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 |
328,108 | $ | 10.52 | |||||
17
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: |
Three and Nine Months | ||||
Ended | ||||
September 30, | ||||
2006 | ||||
Risk-free interest rate |
4.07 | % | ||
Expected Dividends |
0.93 | % | ||
Expected Volatility |
23.11 | % | ||
Weighted average expected term |
7 Years |
Information on the range of exercise prices for options outstanding as of September 30, 2006, is as follows: |
Options Outstanding | Options Excercisable | |||||||||||||||||||||||
Weighted | ||||||||||||||||||||||||
Average | Weighted | Weighted | ||||||||||||||||||||||
Remaining | Average | Average | ||||||||||||||||||||||
Outstanding | Contractual | Exercise | Exercisable | Exercise | ||||||||||||||||||||
Price Range | Options | Term | Price | Options | Price | |||||||||||||||||||
$ | 10.20 | 12,000 | 8.7 | $ | 10.20 | 5,328 | $ | 10.20 | ||||||||||||||||
$ | 10.50 | 369,400 | 7.6 | $ | 10.50 | 297,925 | $ | 10.50 | ||||||||||||||||
$ | 10.64 | 112,500 | 9.3 | $ | 10.64 | 23,523 | $ | 10.64 | ||||||||||||||||
$ | 13.04 | 12,000 | 9.7 | $ | 13.04 | 1,332 | $ | 13.04 |
A summary of all employee time-based restricted share activity during the nine months ended September 30, 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 |
(18,149 | ) | 10.26 | |||||
Cancelled |
| | ||||||
Outstanding at end of period |
49,884 | $ | 10.20 | |||||
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. During the nine months ended September 30, 2006, the Company recorded no compensation expense related to the January modification as all related shares were vested as of December 31, 2005. The Company recorded $165,343 of compensation expense related to the October 2005 modification and as of September 30, 2006, all related shares have vested. | ||
A summary of all employee performance-based restricted share activity for the nine months ended September 30, 2006 is as follows: |
18
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 | |||||
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 related to the restricted shares. During the nine months ended September 30, 2006, the Company recorded $178,686 compensation expense related to the restricted shares and all related shares vested at September 30, 2006. | ||
(10) | Segment Reporting Disclosures | |
The Company operates in the Property and Casualty Lines (P/C) (including general liability, multi-peril, commercial property, garage liability and auto physical damage). | ||
The Companys Other (including exited lines) includes 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. | ||
Segment profit or loss for each of the Companys 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 Investing operating segment. | ||
Following is a summary of segment disclosures: |
19
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(In thousands) | ||||||||||||||||
Segment revenue: |
||||||||||||||||
P/C |
$ | 55,044 | 44,625 | 155,005 | 129,065 | |||||||||||
Investing |
5,003 | 3,800 | 14,077 | 10,301 | ||||||||||||
Other (including exited lines) |
381 | 309 | 1,987 | 414 | ||||||||||||
Segment revenue |
$ | 60,428 | 48,734 | 171,069 | 139,780 | |||||||||||
Segment profit (loss): |
||||||||||||||||
P/C |
4,309 | (5,602 | ) | 9,441 | (389 | ) | ||||||||||
Investing |
5,003 | 3,800 | 14,077 | 10,301 | ||||||||||||
Other (including exited lines) |
(994 | ) | (100 | ) | (276 | ) | (180 | ) | ||||||||
Segment profit (loss) |
$ | 8,318 | (1,902 | ) | 23,242 | 9,732 | ||||||||||
Segment assets: |
||||||||||||||||
Investing |
413,606 | 344,988 | 413,606 | 344,988 | ||||||||||||
Assets not allocated |
127,028 | 125,529 | 127,028 | 125,529 | ||||||||||||
Total consolidated assets |
$ | 540,634 | 470,517 | 540,634 | 470,517 | |||||||||||
The following summary reconciles significant segment items to the Companys interim unaudited consolidated condensed financial statements: |
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(In thousands) | ||||||||||||||||
Income (loss) before income taxes: |
||||||||||||||||
Segment profit (loss) |
$ | 8,318 | (1,902 | ) | 23,242 | 9,732 | ||||||||||
Unallocated amounts: |
||||||||||||||||
Corporate expenses |
(341 | ) | (536 | ) | (598 | ) | (1,325 | ) | ||||||||
Interest expense |
(608 | ) | (483 | ) | (1,718 | ) | (1,359 | ) | ||||||||
Income (loss)
before income taxes |
$ | 7,369 | (2,921 | ) | 20,926 | 7,048 | ||||||||||
20
The following is a summary of segment earned premium by group of products: |
Property | Casualty | Other | Consolidated | |||||||||||||
(In thousands) | ||||||||||||||||
Three Months Ended September 30, 2006 |
||||||||||||||||
P/C |
$ | 15,779 | 39,265 | | 55,044 | |||||||||||
Other (including exited lines) |
| | 381 | 381 | ||||||||||||
Earned premiums |
$ | 15,779 | 39,265 | 381 | 55,425 | |||||||||||
Three Months Ended September 30, 2005 |
||||||||||||||||
P/C |
$ | 13,983 | 30,642 | | 44,625 | |||||||||||
Other (including exited lines) |
| | 309 | 309 | ||||||||||||
Earned premiums |
$ | 13,983 | 30,642 | 309 | 44,934 | |||||||||||
Nine Months Ended September 30, 2006 |
||||||||||||||||
P/C |
$ | 45,251 | 109,754 | | 155,005 | |||||||||||
Other (including exited lines) |
| | 1,987 | 1,987 | ||||||||||||
Earned premiums |
$ | 45,251 | 109,754 | 1,987 | 156,992 | |||||||||||
Nine Months Ended September 30, 2005 |
||||||||||||||||
P/C |
$ | 42,329 | 86,736 | | 129,065 | |||||||||||
Other (including exited lines) |
| | 414 | 414 | ||||||||||||
Earned premiums |
$ | 42,329 | 86,736 | 414 | 129,479 | |||||||||||
The Company does not manage property and casualty products at this level of detail. | ||
(11) | Dividends to Common Shareholders | |
On March 13, 2006, the Board of Directors declared a dividend of $0.03 per common share that was paid on April 17, 2006 to shareholders of record as of March 27, 2006. On May 15, 2006, the Board of Directors declared a dividend of $0.035 per common share that was paid on June 7, 2006 to shareholders of record as of May 24, 2006. In addition, on August 16, 2006, the Board of Directors declared a dividend of $0.04 per common share that was paid on September 20, 2006 to shareholders of record as of August 30, 2006. | ||
(12) | Line of Credit | |
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. The Company does not have any borrowings outstanding under the line of credit at September 30, 2006 or 2005. |
21
| 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; | ||
| a decline in our financial rating assigned by A.M. Best may result in a reduction of new or renewal business; | ||
| 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 certain regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations; | ||
| 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 those policies; | ||
| 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 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 market conditions, all of which impact interest rates; | ||
| 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; | ||
| 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; | ||
| 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; | ||
| our business is cyclical in nature, which will affect our financial performance and may affect the price of our common shares; | ||
| 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; | ||
| severe weather conditions and other catastrophes may result in an increase in the number and amount of claims experienced by our insureds; and | ||
| as a holding company, we are dependent on the results of operations of our insurance subsidiaries and the regulatory and contractual capacity thereof 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. |
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For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Selected Financial Data: |
||||||||||||||||
Gross written premiums |
$ | 69,303 | 53,484 | 193,012 | 156,389 | |||||||||||
Premiums earned |
55,425 | 44,934 | 156,992 | 129,479 | ||||||||||||
Net investment income |
4,999 | 3,866 | 14,114 | 10,520 | ||||||||||||
Net realized investment
gains (losses) |
4 | (66 | ) | (37 | ) | (219 | ) | |||||||||
Total revenues |
60,428 | 48,734 | 171,069 | 139,780 | ||||||||||||
Total expenses |
53,059 | 51,655 | 150,143 | 132,732 | ||||||||||||
Net income (loss) |
5,133 | (1,793 | ) | 14,758 | 5,285 | |||||||||||
Key Financial Ratios: |
||||||||||||||||
Loss and loss expense ratio |
62.1 | % | 81.0 | % | 62.0 | % | 68.5 | % | ||||||||
Expense ratio |
32.6 | % | 32.9 | % | 32.5 | % | 32.9 | % | ||||||||
Combined ratio |
94.7 | % | 113.9 | % | 94.5 | % | 101.4 | % | ||||||||
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| property/casualty; and | ||
| other (including exited lines). |
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For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Gross written premiums |
||||||||||||||||
Property/casualty |
$ | 68,442 | 52,015 | 190,322 | 154,154 | |||||||||||
Other (including exited lines) |
861 | 1,469 | 2,690 | 2,235 | ||||||||||||
Total gross written
premiums |
$ | 69,303 | 53,484 | 193,012 | 156,389 | |||||||||||
Ceded written premiums |
8,638 | 7,703 | 23,426 | 19,965 | ||||||||||||
Net written premiums |
$ | 60,665 | 45,781 | 169,586 | 136,424 | |||||||||||
Premiums earned |
$ | 55,425 | 44,934 | 156,992 | 129,479 | |||||||||||
Net to gross written premiums |
87.5 | % | 85.6 | % | 87.9 | % | 87.2 | % | ||||||||
Earned to net written premiums |
91.4 | % | 98.1 | % | 92.6 | % | 94.9 | % | ||||||||
Net writings ratio (1) |
1.8 | 1.5 | 1.7 | 1.5 |
(1) | 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 the current book of business. It may not be comparable to the definition of net writings ratio used by other companies. |
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| 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. |
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September 30, | December 31, | |||||||
2006 | 2005 | |||||||
(In thousands) | ||||||||
Property/casualty: |
||||||||
Casualty |
$ | 177,436 | 142,451 | |||||
Property |
21,580 | 27,972 | ||||||
Other (including exited lines): |
||||||||
Commercial auto |
533 | 936 | ||||||
Workers compensation |
2,924 | 2,657 | ||||||
Other |
543 | 183 | ||||||
Net reserves for losses and loss expenses |
203,016 | 174,199 | ||||||
Plus reinsurance recoverables on unpaid
losses at end of period |
37,903 | 37,448 | ||||||
Gross reserves for losses and loss expenses |
$ | 240,919 | 211,647 | |||||
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For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
(In thousands) | ||||||||||||||||
Amortization of deferred policy acquisition costs
(ADAC) |
$ | 14,440 | 10,941 | 39,402 | 31,496 | |||||||||||
Other operating expenses |
3,618 | 3,821 | 11,616 | 10,360 | ||||||||||||
Severance expense |
| | | 793 | ||||||||||||
ADAC and other operating expenses |
18,058 | 14,762 | 51,018 | 42,649 | ||||||||||||
Interest expense |
608 | 483 | 1,718 | 1,359 | ||||||||||||
Total operating expenses |
$ | 18,666 | 15,245 | 52,736 | 44,008 | |||||||||||
Expense ratio: |
||||||||||||||||
ADAC |
26.1 | % | 24.3 | % | 25.1 | % | 24.3 | % | ||||||||
Other operating expenses |
6.5 | % | 8.6 | % | 7.4 | % | 8.0 | % | ||||||||
Severance |
| % | | % | | % | 0.6 | % | ||||||||
Total expense ratio (1) |
32.6 | % | 32.9 | % | 32.5 | % | 32.9 | % | ||||||||
(1) | Interest expense is not included in the calculation of the expense ratio. |
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3.1 | Amended and Restated Articles of Incorporation of ProCentury (Incorporated by reference
from the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2004,
filed with the Securities and Exchange Commission SEC on September 4, 2004.) |
|||
3.2 | Amended and Restated Code of Regulations of ProCentury (Incorporated by reference from the
Companys Quarterly Report on Form 10-Q for the period ended March 31, 2004, filed with
the SEC on September 4, 2004.) |
|||
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 (1) |
|||
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 (1) |
(1) | 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. |
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PROCENTURY CORPORATION |
||||
Date November 8, 2006 | By: | /s/ Erin E. West | ||
Erin E. West | ||||
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
36
3.1 | Amended and Restated Articles of Incorporation of ProCentury (Incorporated by reference
from the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2004,
filed with the Securities and Exchange Commission (SEC) on September 4, 2004.) |
|||
3.2 | Amended and Restated Code of Regulations of ProCentury (Incorporated by reference from the
Companys Quarterly Report on Form 10-Q for the period ended March 31, 2004, filed with
the SEC on September 4, 2004.) |
|||
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 (1) |
|||
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 (1) |
(1) | 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. |
37