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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 


 

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2002

 

Commission File Number 1-7461

 


 

 

ACCEPTANCE INSURANCE COMPANIES INC.

(Exact Name of Registrant As Specified in Its Charter)

 


 

 

DELAWARE

 

31-0742926

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

Suite 1600, 300 West Broadway

Council Bluffs, Iowa 51503

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:

(712) 329-3600

 


 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class


  

Name of Each Exchange on Which Registered


Common Stock $.40 Par Value

  

None

Preferred Securities of AICI Capital Trust

  

None

 

Securities Registered Pursuant to Section 12(g) of the Act: None

 


 

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 has been required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

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 Registrant’s 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.    x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

 

The aggregate market value of the Registrant’s voting stock held by nonaffiliates (9,945,121 shares) on March 28, 2003 was $99,451.

 

The number of shares of each class of the Registrant’s common stock outstanding on March 28, 2003 was:

 

Class of Common Stock


 

No. of Shares Outstanding


Common Stock, $.40 Par Value

 

14,201,486

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Proxy Statement for the Registrant’s 2003 Annual Meeting of Shareholders are incorporated by reference into Part III.

 



GLOSSARY OF INSURANCE TERMS

 

Admitted Insurer: An insurance company licensed by a state regulatory authority to transact insurance business in that state. An admitted insurer is subject to the rules and regulations of each state in which it is licensed governing virtually all aspects of its insurance operations and financial condition. A nonadmitted insurer, also known as an excess and surplus lines insurer, is not licensed to transact insurance business in a given state but may be permitted to write certain business in that state in accordance with the provisions of excess and surplus lines insurance laws which generally involve less rate, form and operational regulation.

 

Case Reserve: The estimated liability for loss established by an insurance company for a reported claim.

 

Catastrophic Coverage (“CAT”): The minimum available level of Multi-Peril Crop Insurance, providing coverage for 50% of a producer’s historical yield for eligible crops at 55% of the price established annually by RMA.

 

Combined Ratio: The sum of the expense ratio and the loss ratio determined in accordance with GAAP or SAP.

 

Crop Revenue Coverage (“CRC”): An extension of the MPCI program that provides a producer of crops with varying levels of insurance protection against loss of revenues caused by changes in crop prices, low yields, or a combination of the two.

 

Crop Revenue CoveragePlus (“CRCPlus”): An endorsement to CRC that allows the agricultural producer to increase the base price of the underlying CRC policy by a specific amount. Unlike CRC, however, CRCPlus coverages are not subsidized or reinsured by the federal government.

 

Crop Year: For MPCI, a crop year commences on July 1 and ends on June 30. For crop hail and named peril insurance, the crop year is typically the calendar year.

 

Direct Written Premiums: Total premiums collected in respect of policies issued by an insurer during a given period without any reduction for premiums ceded to reinsurers.

 

Excess and Surplus Lines Insurance: The business of insuring risks for which insurance is generally unavailable from admitted insurers in whole or in part. Such business is placed by the broker or agent with nonadmitted insurers in accordance with the excess and surplus lines provisions of state insurance laws.

 

Excess of Loss Reinsurance: A form of reinsurance in which the reinsurer, subject to a specified limit, agrees to indemnify the ceding company for the amount of each loss, on a defined class of business, that exceeds a specified retention.

 

Expense Ratio: Under statutory accounting, the ratio of underwriting expenses to net premiums written. Under GAAP accounting, the ratio of underwriting expenses to net premiums earned.

 

i


 

Federal Crop Insurance Corporation (“FCIC”): A wholly owned government corporation administered by the Risk Management Agency within USDA.

 

Generally Accepted Accounting Principles (“GAAP”): Accounting practices as set forth in opinions and pronouncements of the Financial Accounting Standards Board and Accounting Principles Board and American Institute of Certified Public Accountants Accounting Research Bulletins and which are applicable in the circumstances as of the date in question.

 

Gross Written Premiums: Direct written premiums plus premiums collected in respect of policies assumed, in whole or in part, from other insurance carriers.

 

Incurred But Not Reported (“IBNR”) Reserves: The liability for future payments on losses that have already occurred but have not yet been reported to the insurer. IBNR reserves include LAE related to such losses and may also provide for future adverse loss development on reported claims.

 

Insurance Regulatory Information System (“IRIS”): A system of ratio analysis developed by the NAIC primarily intended to assist state insurance departments in executing their statutory mandates to oversee the financial condition of insurance companies.

 

Loss Adjustment Expenses (“LAE”): Expenses incurred in the settlement of claims, including outside adjustment expenses, legal fees and internal administrative costs associated with the claims adjustment process, but not including general overhead expenses.

 

Loss Ratio: The ratio of losses and LAE incurred to premiums earned.

 

Loss Reserves: Liabilities established by insurers to reflect the estimated ultimate cost of claim payments as of a given date.

 

MPCI Imputed Premiums: For purposes of the profit/loss sharing arrangement with the FCIC, the amount of premiums credited to the Company for all CAT Coverages it sells, as such amount is determined by formula.

 

MPCI Gross Premiums: The amount of premiums for all MPCI and CRC paid by agricultural producers plus the amount of any related federal premium subsidies and MPCI Imputed Premiums.

 

MPCI Retained Premiums: The aggregate amount of MPCI Gross Premiums that the Company retains after allocating risks to the three FCIC reinsurance pools.

 

Multi-Peril Crop Insurance (“MPCI”): A federally regulated subsidized crop insurance program that insures a producer of crops with varying levels of protection against loss of yield. Covered losses can vary but generally include adverse weather, fire, insects, plant disease, wildlife and earthquake.

 

NAIC: The National Association of Insurance Commissioners.

 

Net Premiums Earned: The portion of net premiums written applicable to the expired period of policies and, accordingly, recognized as income during a given period.

 

ii


 

Net Premiums Written: Total premiums for insurance written (less any return premiums) during a given period, reduced by premiums ceded in respect to liability reinsured by other carriers.

 

Policyholders’ or Statutory Surplus: As determined under SAP (hereinafter defined), the excess of total admitted assets over total liabilities.

 

Quota Share Reinsurance: A form of reinsurance whereby the reinsurer agrees to participate, at a stated percentage, in all risks of a defined class of business.

 

Reinsurance: The practice whereby a company called the “reinsurer” assumes, for a share of the premium, all or part of a risk originally undertaken by another insurer called the “ceding” company or “cedent.” Reinsurance may be affected by “treaty” reinsurance, where a standing agreement between the ceding and reinsuring companies automatically covers all risks of a defined category, amount and type, or by “facultative” reinsurance where reinsurance is negotiated and accepted on a risk-by-risk basis.

 

Retention: The amount of liability, premiums or losses that an insurance company keeps for its own account after application of reinsurance.

 

Risk-Based Capital (“RBC”): Capital requirements for property and casualty insurance companies adopted by the NAIC to assess minimum capital requirements and to raise the level of protection that statutory surplus provides for policyholder obligations.

 

Risk Management Agency (“RMA”): A division of the United States Department of Agriculture (“USDA”) which, along with the FCIC administers and provides reinsurance for the federally regulated MPCI and CRC programs.

 

Standard Reinsurance Agreement (“SRA”): The reinsurance agreement related to crop reinsurance under the federal crop program between FCIC and affiliates of the Company.

 

Stop Loss Reinsurance: A form of reinsurance, similar to Excess of Loss Reinsurance, whereby the primary insurer caps its loss on a particular risk by purchasing reinsurance in excess of such cap.

 

Statutory Accounting Principles (“SAP”): Accounting practices that consist of recording transactions and preparing financial statements in accordance with the rules and procedures prescribed or permitted by the NAIC’s Codification of Statutory Accounting Principles or established by state laws and permitted practices.

 

iii


 

PART I

 

Item 1. Business

 

Forward-Looking Information

 

Except for the historical information contained in this Annual Report on Form 10-K, matters discussed herein may constitute forward-looking information, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking information reflects Acceptance Insurance Companies Inc.’s current best estimates regarding future operations, but, as these are only estimates, actual results may differ materially from such estimates.

 

A variety of events, most of which are outside the control of Acceptance Insurance Companies Inc. and subsidiaries (the “Company”), cannot be accurately predicted and may materially impact estimates of future operations. Important among such factors are changes in state and federal regulations, changes in the reinsurance market, including the ability and willingness of reinsurers to pay claims, changes in tax laws, financial market performance, changes in federal policies or court decisions affecting coverages, changes in the rate of inflation, interest rates and general economic conditions.

 

The only consolidated insurance subsidiary of Acceptance Insurance Companies Inc. (“AICI”) at December 31, 2002, Acceptance Insurance Company (“AIC”), is regulated by the Nebraska Department of Insurance (“NEDOI”). The NEDOI Director (“Director”) entered an administrative Order of Supervision with respect to AIC on December 20, 2002 and AIC currently is operating pursuant to that Order (See Exhibit 99.2). AIC reported total statutory policyholders’ deficit of approximately $75.0 million at December 31, 2002. The Company’s statutory equity was significantly impacted by the non-admission of pledged investments totaling approximately $89.9 million, under statutory accounting principles. The Director currently has the authority to increase regulatory control of AIC by requesting an appropriate court to enter an Order of Rehabilitation or an Order of Liquidation, with or without a change in the financial condition of AIC. The Company believes increased regulatory control of AIC would have a significant negative impact on the Company.

 

Additionally, there is significant uncertainty as to whether AIC will be able to meet its future cash flow needs. At December 31, 2002 approximately 83% and 33% of AIC’s fixed maturity securities and short-term investments, respectively, are pledged to states and to acquirers of former Company affiliates and AIC’s ability to meet its cash flow needs will be highly dependent upon AIC’s ability to get significant amounts of pledged funds released (See “Off Balance Sheet – Guarantees Related to Sale of Subsidiaries”). Additionally, AIC’s cash flows are significantly impacted by any changes in the expected payout of insurance losses and loss adjustment expenses (See “Loss and Loss Adjustment Expense Reserves”). AIC’s ability to meet its cash flow needs is also dependent upon the timely recovery of reinsurance balances, including the favorable resolution of balances currently in dispute (See “Reinsurance”). While based upon current expectations AIC would likely have the ability to meet its cash flow needs through December 31, 2003, there can be no assurances considering the significant uncertainties that exist.

 

There is also significant uncertainty as to whether AICI will be able to meet its cash flow needs. AICI has deferred interest payments on its Trust Preferred Securities, as permitted by the trust agreement and indenture, and has

 

1


disputed or denied payment of certain other liabilities and commitments. While based upon current expectations AICI would likely have the ability to meet its cash flow needs through December 31, 2003, there can be no assurances considering the significant uncertainties that exist.

 

Forward-looking information set forth herein does not take into account any impact from the various factors noted above which may affect future results. See “Uncertainties” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—General” for additional information regarding these events and factors.

 

Company Strategy

 

The Company has historically been an agricultural risk management company providing comprehensive insurance products (“Agricultural Segment”) and a provider of property and casualty insurance (“Property and Casualty Segment”). Due to the financial condition of the Company and regulatory restrictions placed on the Company in the fourth quarter of 2002, the Company neither intends nor has the ability to continue its operations in the Agricultural Segment or the Property and Casualty Segment (See “Business Segments”). As such, all operations in these segments have been presented as discontinued operations for financial statement purposes.

 

The Company’s current business strategy can be summarized as follows:

 

    minimize payments of losses and loss adjustment expenses;

 

    effectively manage the collection of reinsurance balances;

 

    maintain adequate liquidity to meet cash needs;

 

    reduce expenses required to manage the run-off of the Property and Casualty Segment operations; and

 

    preserve and, if possible, enhance Company assets.

 

Unless these current short-term strategies are successful, the Company will have no ability to implement any longer term options. Therefore, the total focus is on successfully accomplishing the above short-term strategies.

 

Organization

 

The Company historically underwrote its insurance products through two wholly owned insurance company subsidiaries: American Growers Insurance Company (“AGIC”) and AIC (collectively referred to herein as the “Insurance Companies”). The Company’s Agricultural Segment insurance operations were primarily conducted in AGIC and the Property and Casualty Segment insurance operations were primarily conducted in AIC.

 

2


 

AGIC was placed into rehabilitation by the District Court of Lancaster County, Nebraska on December 20, 2002 (See Exhibit 99.1). Effective as of December 20, 2002, AGIC and its subsidiaries ceased to be under the control of the Company and are not included as consolidated subsidiaries of the Company after that date. As the Company’s equity interest in AGIC and its subsidiaries is negative, the Company has reflected its investment in AGIC and its subsidiaries at fair market value of zero as the Company is no longer responsible for AGIC’s net liabilities.

 

As of December 31, 2002 the only remaining consolidated insurance company of AICI is AIC. The Director entered an administrative Order of Supervision with respect to AIC on December 20, 2002 and AIC currently is operating pursuant to that Order (See Exhibit 99.2). AIC reported total statutory policyholders’ deficit of approximately $75.0 million and surplus of approximately $73.7 million as of December 31, 2002 and 2001, respectively and statutory net loss of $14.8 million, $7.8 million and $4.8 million for the years ended December 31, 2002, 2001 and 2000, respectively. The statutory deficit at December 31, 2002 was significantly impacted by the non-admission of pledged investments totaling approximately $89.9 million, under statutory accounting principles.

 

The National Association of Insurance Commissioners has established risk-based capital (“RBC”) standards. RBC standards are designed to measure the acceptable level of capital an insurer should have, based on the inherent and specific risks of each insurer. As of December 31, 2002, AIC had negative surplus, resulting in a RBC at the mandatory control level. Under the mandatory control level, the NEDOI may take such actions as necessary to place AIC under regulatory control under the Nebraska Insurers Supervision, Rehabilitation, and Liquidation Act. Since AIC is currently in run-off, the Director is permitted to allow AIC to continue its run-off under supervision of the NEDOI. While AIC is currently in supervision, the Director currently has the authority to increase regulatory control of AIC by requesting an appropriate court to enter an Order of Rehabilitation or an Order of Liquidation, with or without a change in the financial condition of AIC. The Company believes increased regulatory control of AIC would have a significant negative impact on the Company.

 

The Company was incorporated in Ohio as National Fast Food Corp. in 1968, reincorporated in Delaware in 1969 and thereafter operated under the names NFF Corp. (1971 to 1973), Orange-co, Inc. (1973 to 1987), Stoneridge Resources, Inc. (1987 to 1992), and was renamed Acceptance Insurance Companies Inc. in 1992.

 

Business Segments

 

The Company’s only two segments, the Agricultural Segment and the Property and Casualty Segment, were both discontinued in 2002 and are presented as discontinued operations in the Company’s financial statements.

 

3


 

Agricultural Segment

 

The principal lines of the Company’s Agricultural Segment were MPCI, supplemental coverages and named peril insurance. MPCI is a federally subsidized insurance program designed to encourage agricultural producers to manage their risk through the purchase of insurance policies. MPCI provides agricultural producers with yield coverage for crop damage from substantially all natural perils. CRC is an extension of the MPCI program that provides agricultural producers with protection from revenue loss caused by changes in crop prices, low yields, or a combination of the two. As used herein, the term MPCI includes CRC, unless the context indicates otherwise. For the years ended December 31, 2002, 2001 and 2000, the Company had $580 million, $698 million and $375 million, respectively of MPCI Gross Premiums. The MPCI premium volume increase of $323 million during 2001 was primarily a result of the Company’s acquisition on June 6, 2001 of the crop insurance business from IGF (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisition of IGF Crop Insurance Assets”).

 

Supplemental coverages are proprietary products developed and marketed exclusively by the Company. Supplemental coverages enhance the protection provided by MPCI. Unlike MPCI, however, supplemental coverages are not subsidized or reinsured by the federal government. During 2002, 2001 and 2000, the Company’s gross premium from supplemental coverages was approximately $500,000, $2.5 million and $13.7 million, respectively.

 

The largest named peril crop insurance product offered by the Company was crop hail insurance which insures growing crops against damage resulting from hailstorms. The Company also sold a small volume of insurance against damage to specific crops from other named perils. Like the supplemental coverages, none of the named peril products involve federal reinsurance or price subsidy participation. During 2002, 2001 and 2000, the Company’s gross premium from named peril crop insurance including crop hail was approximately $57.6 million, $80.1 million and $45.4 million, respectively. The increase in 2001 was primarily a result of the Company’s acquisition on June 6, 2001 of the crop insurance business from IGF.

 

On November 18, 2002 the Company announced that it signed a Non-Binding Letter of Intent setting forth the preliminary terms for the Company’s potential sale of certain crop insurance assets to Rain and Hail L.L.C. and ACE American Insurance Company (collectively “Rain and Hail”). On November 25, 2002 Rain and Hail announced “termination of further negotiations under the previously announced Non-Binding Letter of Intent because RMA (USDA Risk Management Agency) would not allow the transaction as set forth in the terms of the Non-Binding Letter of Intent.”

 

Subsequent to the RMA and Rain and Hail actions, the operations of the Agricultural Segment were discontinued and AGIC was placed in rehabilitation by the District Court of Lancaster County, Nebraska. In rehabilitation, AGIC and its subsidiaries ceased to be under the control of the Company and are not included as consolidated subsidiaries of the Company at December 31, 2002. As the Company’s equity interest in AGIC and its subsidiaries are negative, the Company has reflected its investment in AGIC and its subsidiaries at fair market value of zero as the Company is no longer responsible for AGIC’s net liabilities. AIC does have exposure under reinsurance agreements with AGIC (See “Reinsurance” and “Uncertainties”). The Company does not expect to be impacted by the discontinued operations of the Agricultural Segment in the future.

 

4


 

Property and Casualty Segment

 

The Company’s Property and Casualty Segment primarily consisted of general liability, commercial property, commercial casualty, inland marine and workers’ compensation coverages.

 

The Company announced several strategic decisions over the last several years which have significantly impacted the Property and Casualty Segment. During 1999, the Company discontinued or reduced its underwriting in several product lines of the Property and Casualty Segment business. In September 1999, the Company sold its nonstandard automobile business, including Phoenix Indemnity Insurance Company (“Phoenix Indemnity”). In the first quarter of 2000 the Company transferred the renewal rights to all business previously produced and serviced by the Company’s Scottsdale, Arizona office and its “long haul” trucking business. During 2001 the Company discontinued or sold all remaining Property and Casualty Segment business. Additionally, as part of its strategy to exit the Property and Casualty Segment business, the Company sold two wholly owned insurance subsidiaries, Acceptance Indemnity Insurance Company (“AIIC”) and Acceptance Casualty Insurance Company (“ACIC”).

 

As of December 31, 2002 the only remaining consolidated insurance company of AICI is AIC. The Director entered an administrative Order of Supervision with respect to AIC on December 20, 2002 and AIC currently is operating pursuant to that Order. Under the Order of Supervision, AIC is required to pay all costs incurred by the Supervisor, AIC may not accept or renew any insurance business and may not perform any activities beyond those that are routine in the day-to-day conduct of its runoff business without prior approval of the Director or Supervisor. Due to the financial condition of AIC and regulatory restrictions placed on AIC in the fourth quarter of 2002, the Company neither intends nor has the ability to continue its operations in the Property and Casualty Segment. As such, all operations in the Property and Casualty Segment have been presented as discontinued operations in the Company’s financial statements. The Director currently has the authority to increase regulatory control of AIC by requesting an appropriate court to enter an Order of Rehabilitation or an Order of Liquidation, with or without a change in the financial condition of AIC. The Company believes increased regulatory control of AIC would have a significant negative impact on the Company.

 

The Company continues to manage the run-off of discontinued and sold businesses. Based upon the above, the Company expects the Property and Casualty Segment net premiums earned in 2003 to be significantly lower than 2002 and be primarily comprised of adjustments related to audits and endorsements for policies expiring in 2002 and prior years.

 

5


 

Segment Premiums

 

Gross premiums written, net premiums written and net premiums earned for the Agricultural and the Property and Casualty Segments for the years ended December 31, are as follows:

 

    

2002


  

2001


  

2000


    

(in thousands)

Gross premiums written:

                    

Agricultural(1)

  

$

293,784

  

$

452,788

  

$

298,432

Property and casualty

  

 

27,504

  

 

97,855

  

 

188,868

    

  

  

Total

  

$

321,288

  

$

550,643

  

$

487,300

    

  

  

Net premiums written:

                    

Agricultural(1)

  

$

28,789

  

$

80,950

  

$

53,674

Property and casualty

  

 

7,123

  

 

8,948

  

 

83,407

    

  

  

Total

  

$

35,912

  

$

89,898

  

$

137,081

    

  

  

Net premiums earned:

                    

Agricultural(1)

  

$

28,789

  

$

80,950

  

$

53,674

Property and casualty

  

 

8,316

  

 

31,147

  

 

132,999

    

  

  

Total

  

$

37,105

  

$

112,097

  

$

186,673

    

  

  


(1)   For a discussion of the accounting treatment of MPCI premiums, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—General.”

 

Management

 

Michael R. McCarthy is Chairman of the Company’s Board of Directors and John E. Martin is President and Chief Executive Officer of the Company. Other executive officers of the Company are J. Michael Gottschalk, Chief Legal Officer and Secretary, and William Baxter, Interim Chief Financial Officer and Treasurer.

 

Claims

 

The Company’s field services division managed all claims arising out of the Company’s crop insurance operations through its home office staff and a system of regional claims offices which supervised specially trained employees and independent adjusters.

 

As of May 1, 2001 the Company engaged Berkley Risk Administrators Company (“BRAC”) to manage the adjustment and completion of all remaining Property and Casualty Segment claims. BRAC has employed certain persons previously employed by the Company.

 

6


 

Loss and Loss Adjustment Expense Reserves

 

In the crop insurance industry, reserves for the payment of losses and loss adjustment expenses are established at the time potential losses are reported. The amount of the initial reserve is based on the Company’s historical loss and loss adjustment expense experience and generally is uniform for all claims arising from crops located in the same geographic area. Field adjusters are directed to advise the Company of particular claims which appear likely to result in payments significantly higher than historic averages and the initial reserve is adjusted for those claims based upon such reports. FCIC regulations require that claims under all federally reinsured policies be paid within thirty, or in some circumstances, sixty days after the reinsured company receives all documents necessary to establish the existence and amount of the insured loss. Accordingly, reserves for crop insurance claims arising from crops planted in the spring are established primarily in the third and fourth quarter of each year, and typically are eliminated through payment of the claim during the fourth quarter of the year or first two quarters of the following year. Reserves for claims arising from crops planted in the fall normally are established and paid during the second and third quarter of the following year. Reserves for crop hail insurance are established in the same manner and claims are typically paid within thirty to sixty days after the necessary documents are received. As of December 31, 2002 the Company’s exposure to crop reserves are not significant due to AGIC not being included as a consolidated subsidiary (See “Business Segments—Agricultural Segment”).

 

In the property and casualty insurance industry, it is not unusual for several years to elapse between the occurrence of an insured loss, the report of the loss to the insurer and the insurer’s payment of that loss. The liability for losses and loss adjustment expenses is estimated by management based on historical patterns and expectations of claims reported and paid, losses which have occurred but which are not yet reported, trends in claim experience, information available on an industry-wide basis, changes in the Company’s claim handling procedures and premium rates and other factors. The Company’s lines of specialty insurance business are considered less predictable than standard insurance coverages. The effects of inflation are implicitly reflected in the Company’s loss reserves through the industry data utilized in establishing such reserves. The Company does not discount its reserves to estimated present value for financial reporting purposes.

 

During the 1990s, the Company continuously entered into many new markets or programs. Many of these programs were cancelled as a result of unsuccessful marketing or poor underwriting performance. In addition, the Company has discontinued or sold all of its remaining Property and Casualty Segment lines of business. The Company continues to be responsible for all claims prior to the discontinuance or sale of the Property and Casualty Segment lines (referred to as the “Runoff Business”). During May 2001, the Company closed its claims department handling the Runoff Business and engaged a third-party administrator specializing in such runoff business to handle these Property and Casualty Segment claims.

 

In monitoring reserve adequacy the Company reviews historical data and other data and, as additional experience and data become available, revises estimates of reserves. These revisions result in increases or decreases to reserves for insured events of prior years. In 2002, 2001, and 2000 the Company increased its reserves through charges to earnings of $20.4 million, $14.7 million and $8.2 million, respectively, based upon its reestimation of liability for losses and loss adjustment expenses for prior accident years.

 

7


 

The $20.4 million charge in 2002 for prior years was primarily a result of development of losses and loss adjustment expenses in the general liability and commercial multi-peril lines of business. The $14.7 million charge in 2001 for prior years was primarily a result of the development of general liability losses and loss adjustment expenses in 1999 and prior accident years. The $8.2 million charge in 2000 was primarily a result of the development of 1999 CRCPlus losses of approximately $5.7 million.

 

The Company continues to be exposed to general liability coverages provided to contractors in the State of California as a result of the California Supreme Court decision in Montrose Chemical Corporation v. Admiral Insurance Company (Montrose). In that decision, the Court adopted the “continuous trigger” theory of insurance coverage for third-party liability claims involving continuous, progressive or deteriorating bodily injury or property damages. Under this theory, the time of the insured’s act which allegedly caused the accident, event or condition resulting in a claim is largely immaterial. As long as the potential damages remain outstanding, all of the insured contractor’s or subcontractor’s successive insurance policies potentially may provide coverage. Thus, the Court’s Montrose decision created a new basis for coverage under years of previously issued policies. Beginning in 1996, the Company altered its underwriting criteria for construction risks and began requiring policy endorsements for these types of continuous exposures in order to avoid coverage for conditions which existed prior to the inception of the Company’s policies.

 

For the first time in 2002 the Company received more than a de minimis number of asbestosis claims; it has disclaimed coverage for these claims. Also for the first time in 2002, the Company received silicosis claims. The Company does not believe its silicosis exposure will be significant and has established a minimal reserve. Adverse future developments with respect to either of these newly reported exposures, however, could have a significant adverse impact on future results.

 

The liability estimate established represents management’s best estimate based on currently available evidence, including an analysis prepared by an independent actuary engaged by the Company. Even with such extensive analyses, however, the Company believes its ultimate liability may vary significantly from such estimates.

 

The Company annually obtains an independent review of its loss reserving process and reserve estimates as part of the annual audit of its financial statements by a professional actuary who is independent of the Company and its auditors.

 

8


 

The following table presents an analysis of the Company’s reserves for losses and loss adjustment expenses, reconciling beginning and ending balances for the years ended December 31:

 

    

2002


    

2001


    

2000


 
    

(in thousands)

 

Gross loss and loss adjustment expense reserves, beginning of year

  

$

597,392

 

  

$

617,891

 

  

$

781,377

 

Reinsurance recoverable on unpaid losses and loss adjustment expenses, beginning of year

  

 

428,848

 

  

 

383,979

 

  

 

502,537

 

    


  


  


Net loss and loss adjustment expense reserves, beginning of year

  

 

168,544

 

  

 

233,912

 

  

 

278,840

 

    


  


  


Net incurred losses and loss adjustment expenses related to:

                          

Current year

  

 

45,769

 

  

 

51,086

 

  

 

123,386

 

Prior years

  

 

20,357

 

  

 

14,653

 

  

 

8,218

 

    


  


  


    

 

66,126

 

  

 

65,739

 

  

 

131,604

 

    


  


  


Net payments for losses and loss adjustment expenses related to:

                          

Current year

  

 

(40,251

)

  

 

(28,058

)

  

 

(60,028

)

Prior years

  

 

(67,539

)

  

 

(103,049

)

  

 

(116,504

)

    


  


  


    

 

(107,790

)

  

 

(131,107

)

  

 

(176,532

)

    


  


  


Net decrease related to removal of American Growers Insurance Company from consolidated group

  

 

(1,016

)

  

 

—  

 

  

 

—  

 

    


  


  


Net loss and loss adjustment expense reserves, end of year

  

 

125,864

 

  

 

168,544

 

  

 

233,912

 

Reinsurance recoverable on unpaid losses and loss adjustment expenses, end of year

  

 

169,257

(1)

  

 

428,848

 

  

 

383,979

 

    


  


  


Gross loss and loss adjustment expense reserves, end of year

  

$

295,121

(1)

  

$

597,392

 

  

$

617,891

 

    


  


  



(1)   Decrease primarily related to removal of AGIC from the consolidated group.

 

9


 

The following table presents the development of balance sheet net loss reserves from calendar years 1992 through 2001. The top line of the table shows the loss reserves at the balance sheet date for each of the indicated years. These amounts are the estimates of losses and loss adjustment expenses for claims arising in all prior years that are unpaid at the balance sheet date, including losses that had been incurred but not yet reported to the Company. The middle section of the table shows the cumulative amount paid, expressed as a percentage of the initial reserve amount, with respect to previously recorded reserves as of the end of each succeeding year. The lower section of the table shows the re-estimated amount, expressed as a percentage of the initial reserve amount, of the previously recorded reserves based on experience as of the end of each succeeding year. The estimate changes as more information becomes known about the frequency and severity of claims for individual years. The “Net cumulative redundancy (deficiency)” caption represents the aggregate percentage increase (decrease) in the initial reserves estimated. It should be noted that the table presents the “run off” of balance sheet reserves, rather than accident or policy year loss development. The Company computes the cumulative redundancy (deficiency) annually on a calendar year basis.

 

The establishment of reserves is an inherently uncertain process. The Company’s property and casualty coverages are in specialty areas of business that may involve greater risks than standard property and casualty lines. These risk components may make more difficult the task of estimating reserves for losses, and cause the Company’s underwriting results to fluctuate. Further, conditions and trends that have affected the development of loss reserves in the past may not necessarily occur in the future. Accordingly, it is not appropriate to extrapolate future redundancies or deficiencies based on this information.

 

10


 

   

1992


   

1993