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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[x]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2002 or

[_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________to ___________

Commission file number 1-11983

FPIC Insurance Group, Inc.
(Exact Name of Registrant as Specified in its Charter)


Florida
(State or Other Jurisdiction of
Incorporation or Organization)
59-3359111
IRS Employer
Identification No.)

225 Water Street, Suite 1400, Jacksonville, Florida 32202
(Address of Principal Executive Offices) (Zip Code)

(904) 354-2482
(Registrant’s Telephone Number, Including Area Code)

www.fpic.com
(Registrant’s Internet Address)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes |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. |_|

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes |X|    No |_|

The aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2002 was $139,120,725.

As of March 20, 2003, there were 9,415,548 shares of the Registrant’s Common Stock, $.10 Par Value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE


               Document
——————————
Proxy Statement for Registrant’s
Annual Shareholders’ Meeting to
be held on June 4, 2003
Incorporated in
——————————
Part III



FPIC Insurance Group, Inc.
2002 Annual Report on Form 10-K
Index


Page
Part I
 
Item 1.   Business   1  
Item 2.  Properties  18  
Item 3.  Legal Proceedings  18  
Item 4.  Submission of Matters to a Vote of Security Holders  18  
 
Part II
 
Item 5.  Market for Registrant’s Common Equity and Related Shareholder Matters  18  
Item 6.  Selected Financial Data  19  
Item 7.  Management’s Discussion and Analysis of Financial Condition and 
  Results of Operations  20  
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk  38  
Item 8.  Financial Statements and Supplementary Data  40  
Item 9.  Changes in and Disagreements with Accountants on Accounting and 
  Financial Disclosure  84  
 
Part III
 
Item 10.  Directors and Executive Officers of the Registrant  84  
Item 11.  Executive Compensation  84  
Item 12.  Security Ownership of Certain Beneficial Owners and Management  84  
Item 13.  Certain Relationships and Related Transactions  84  
Item 14.  Controls and Procedures  84  
 
Part IV
 
Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K  84  
 
Signatures     89  
 
Certifications     120  




Part I.

Item 1.   Business

Companies and Business Segments

FPIC Insurance Group, Inc. (“FPIC”) was formed in 1996 in a reorganization of First Professionals Insurance Company, Inc. (“First Professionals,” formerly named Florida Physicians Insurance Company, Inc.) and McCreary Corporation (“McCreary”). Under the reorganization plan, First Professionals’ shareholders became the shareholders of FPIC. They received five shares of FPIC common stock for each share of their First Professionals’ common stock. McCreary also became a subsidiary of FPIC. Effective January 1, 2002, McCreary was merged into its subsidiary, Employers Mutual, Inc. (“EMI”), with EMI continuing as the surviving entity. FPIC and its subsidiaries operate in three business segments: Insurance, Reciprocal Management and Third Party Administration (“TPA”). The following table provides additional information about FPIC, its business segments and subsidiaries.



Segment Nature of Business, Products and Services and Companies

Specializes in professional liability insurance products and related risk management services for physicians, dentists, and other healthcare providers.
FPIC subsidiaries(1):
Insurance First Professionals
The Tenere Group, Inc. (“Tenere”)
Intermed Insurance Company (“Intermed”)
Interlex Insurance Company (“Interlex”)
Insurance Services, Inc. (“Insurance Services”)
Trout Insurance Services, Inc.
Anesthesiologists Professional Assurance Company (“APAC”)
FPIC Insurance Agency, Inc. (“FPIC Agency”)
(1) FPIC, the holding company, is also grouped within the insurance segment.




Reciprocal Management
Provides management, administrative and brokerage services to Physicians’ Reciprocal Insurers (“PRI”), a professional liability insurance reciprocal that conducts business in the state of New York. (PRI is not a subsidiary of FPIC.) Reciprocal Management also provides reinsurance brokerage and administrative services to FPIC.
FPIC subsidiaries:
Administrators For The Professions, Inc. (“AFP”)
FPIC Intermediaries, Inc. (“FPIC Intermediaries”)
Group Data Corporation (“Group Data”)
Professional Medical Administrators, LLC (“PMA”) (70% owned by FPIC as of December 31, 2002; Effective January 1, 2003, FPIC has an 80% ownership interest in PMA.)



TPA
Provides administrative and claims management services to self-insured employer groups for group accident and health insurance, workers’ compensation insurance and general liability and property insurance plans.
FPIC subsidiaries:
EMI
Professional Strategy Options, Inc.
FPIC Services, Inc.


1




The main sources of revenue for FPIC are dividends and management fees from its subsidiaries. The main sources of revenue for the subsidiaries are premiums earned and investment income (insurance segment) and claims administration and management fees and commission income (reciprocal management and TPA segments).

Growth Through Acquisitions

Since 1995, FPIC has grown and expanded its business interests and operations significantly. The following table presents a chronological summary of businesses.



Acquisition Date Description

July 1, 1995 First Professionals acquired McCreary for $2.0 million plus certain additional payments based on earnings.

January 17, 1997 McCreary acquired EMI for $1.3 million plus certain additional payments based upon earnings. In March 2000, agreements were entered into with the sellers of McCreary and EMI to settle all remaining payments contingent upon earnings.

July 1, 1998 FPIC acquired APAC for $18.0 million. FPIC also paid $3.5 million for non-compete agreements and other fees to key officers of APAC and purchased a 9.9% interest in American Professional Assurance Ltd. (“APAL”), a Cayman Islands captive reinsurer, for $5.5 million.

January 1, 1999 FPIC acquired AFP and a 70% interest in PMA for $56.3 million, paid in cash of $44.7 million and 214,286 shares of FPIC common stock. FPIC now holds an 80% interest in PMA.

March 17, 1999 First Professionals acquired Tenere for $19.6 million in cash. Tenere is a stock holding company headquartered in Springfield, Missouri and owns Intermed and Interlex. Intermed and Interlex market and underwrite medical professional liability (“MPL”) and legal professional liability (“LPL”) insurance. In October 2002, Interlex entered into an agreement to sell the renewal rights to all of its LPL policies to an unrelated insurance organization.


FPIC has also made a small number of other acquisitions, which have since been disposed of or converted to an inactive status and are not shown in the table above. FPIC has not made any acquisitions since 1999, instead devoting its resources and efforts to managing and growing its current businesses.


2



Insurance Segment

Principal Business. First Professionals, APAC, and Intermed insure doctors, dentists and other healthcare providers for professional liability claims and also offer coverage for their professional corporations. On October 3, 2002, Interlex entered into an agreement with an unrelated insurance organization to sell the renewal rights to all of its LPL policies. Prior to December 1, 2002, Interlex provided lawyers with LPL insurance. The following table summarizes (in thousands) direct and assumed premiums written subdivided by state for the years ended December 31, 2002, 2001 and 2000:


Direct and Assumed Premiums Written by State
2002
% of Total
2001
% of Total
2000
% of Total
Florida   $ 186,455   54.1 % 134,587   54.8 % 108,720   55.1 %
Missouri  32,814   9.5 % 23,468   9.6 % 12,747   6.5 %
Texas  20,452   5.9 % 26,318   10.7 % 17,076   8.7 %
Tennessee  20,185   5.9 % 6,961   2.8 % 11   0.0 %
New York  17,472   5.1 % 15,654   6.4 % 53,220   27.0 %
Pennsylvania  14,212   4.1 % 13,578   5.5 % 4   0.0 %
Georgia  12,445   3.6 % 6,303   2.6 % 1,970   1.0 %
Ohio  10,349   3.0 % 3,039   1.2 % 26   0.0 %
Kentucky  9,778   2.8 % 4,493   1.8 %   0.0 %
Arkansas  6,827   2.0 % 24   0.0 % 94   0.0 %
Kansas  5,041   1.5 % 3,271   1.3 % 1,495   0.8 %
Alabama  4,054   1.2 % 1,669   0.7 % 817   0.4 %
All other  4,643   1.3 % 6,038   2.6 % 1,100   0.5 %



    All states  $ 344,727   100.0 % 245,403   100.0 % 197,280   100.0 %




As of December 31, 2002, FPIC’s insurance subsidiaries were also licensed in Arizona, Delaware, Illinois, Indiana, Maine, Maryland, Michigan, Minnesota, Mississippi, Montana, Nevada, North Carolina, Oregon, South Carolina, Utah, Virginia, Washington and West Virginia.

In 2002, 84.6% of our direct and assumed insurance business was written in Florida, Missouri, Texas, Tennessee, New York and Pennsylvania. Florida and Missouri represent the core states for direct insurance business. New York represents assumed reinsurance from PRI. Insurance business in Texas, Tennessee and Pennsylvania is conducted mainly under the fronting programs of First Professionals and APAC. Under these fronting programs, the direct insurance is written on First Professionals or APAC policy forms and reinsured to other insurance or reinsurance carriers in exchange for fee income. These other insurance or reinsurance carriers assume all or most of the insurance or underwriting risks.

Net premiums written are net of reinsurance ceded, including premiums under fronting programs, and represent the direct and assumed premiums we retain. The following table summarizes (in thousands) net premiums written by state and presents a more representative picture of the insurance business and underwriting risks we retain for our own account.


Net Premiums Written by State
2002
% of Total
2001
% of Total
2000
% of Total
Florida   $   72,319   51.6 % 99,069   67.4 % 94,943   58.6 %
Missouri  27,506   19.6 % 18,418   12.5 % 10,043   6.2 %
New York  17,472   12.5 % 15,653   10.6 % 53,220   32.9 %
Georgia  4,558   3.2 % 4,075   2.8 % 1,203   0.7 %
Texas  4,387   3.1 % 2,190   1.5 % 302   0.2 %
Kansas  4,019   2.9 % 2,612   1.8 % 1,162   0.7 %
Ohio  3,099   2.2 % 1,656   1.1 % 80   0.0 %
Arkansas  3,015   2.1 % 2   0.0 %   0.0 %
All other  3,873   2.8 % 3,409   2.3 % 978   0.7 %



    All states  $ 140,248   100.0 % 147,084   100.0 % 161,931   100.0 %




3




Our insurance subsidiaries offer a variety of insurance products. The following table summarizes the premiums written by product for the years ended December 31, 2002, 2001 and 2000.



Products Description Direct Premiums Written (“DPW”), Assumed Premiums Written (“APW”), Ceded Premiums Written (“CPW”), Net Premiums Written
(“NPW”)
($ Thousands)
2002   


2001   


2000   

Direct MPL Our principal product. DPW $  291,543 201,838 111,697
Insurance Insurance policies covering doctors,
dentists and other healthcare providers against professional liability claims and defense costs. Coverage for their professional corporations is also offered.
APW
CPW
NPW
$    17,093
$ (171,169

$  137,467

)



18,195
(83,170

136,863

)



55,733
(32,668

134,762

)



Offered to individual practitioners or groups of individual practitioners.
Policy limits are predominantly $250,000, $500,000, and $1.0 million per claim and $500,000, $1.0 million and $3.0 million in aggregate; higher limits are available.    
Includes premiums written under fronting programs of First Professionals and APAC. For more information on our fronting programs, see the discussion of Reinsurance beginning on page 7.    

Assumed MPL
Reinsurance
First Professionals assumes MPL reinsurance from PRI under three programs:
An excess of loss treaty with limits of $1.0 million in excess (“XS”) of $1.3 million per loss and $3.0 million in the aggregate covering certain PRI policies issued to doctors and other health professionals.
Under a 100% quota share agreement with PRI, First Professionals assumes all of PRI’s obligations under covered extended reporting endorsements for death, disability and retirement (“DD&R”) benefits of PRI’s claims-made MPL policyholders.
A third program in which First Professionals assumed reinsurance from PRI in the $250,000 XS $500,000 layer of its main program was not renewed in 2001. All reinsurance assumed under this program has been commuted.

Ceded MPL
Reinsurance
See the discussion of Reinsurance beginning on page 7.


4





Products Description Direct Premiums Written (“DPW”), Assumed Premiums Written (“APW”), Ceded Premiums Written (“CPW”), Net Premiums Written
(“NPW”)
($ Thousands)
2002   


2001   


2000   

 

LPL Insurance

 

Insurance policies covering lawyers, notary publics, arbitrators and mediators against professional liability DPW
APW
$        2,775
$             —


2,659



2,372



      claims and defense costs. CPW   $          (643 ) (679 ) (609 )
           
Policy limits up to $1.0 million per
incident and $3.0 million in aggregate; with a single policy limit shared by all members of an insured firm.
NPW $      2,132
1,980
1,763

Effective October 3, 2002, Interlex sold the renewal rights to all of its LPL policies to an unrelated insurance organization.

Group Accident and Health Insurance Small group insurance policies offered
to members of the Florida Medical Association and Florida Dental Association.
DPW
APW
CPW
$          (43
$           96
$             4
)


3,306
4,568
(457


)
15,879
8,533
(1,295


)
           
Employer sponsored health plans covering medical costs and expenses of employees. NPW $          57
7,417
23,117

These programs were terminated in 2001.

Workers’ Substantially all fronting programs in DPW $     32,669 14,352 1,018
Compensation Insurance     2002 and 2001. For more information on our fronting programs, see the APW   $            —      
      discussion of Reinsurance beginning on page 7. CPW   $    (32,669 ) (13,679 ) (228 )
           
Insures the liability of an employer for work-related injuries to employees, in accordance with the requirements of state law. NPW $          —  
673  
790  


Other -
Principally
Offered in conjunction with MPL
policies.
DPW
APW
$        594
$          —
485
2,048
Investigation Defense Covers the costs of defending investigations involving medical CPW

$          (2 ) (334 )  
(549 )  
Coverage   licensing, the Occupational Safety and    
    Health Administration, the Equal Employment Opportunity Commission, and other governmental agencies. NPW   $        592   151   1,499  
           
Also covers defense costs for allegations of Medicare and Medicaid fraud and abuse.

Total Premiums DPW
APW
CPW
$&n