United States
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| [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. |
| Florida (State or Other Jurisdiction of Incorporation or Organization) |
59-3359111 IRS Employer Identification No.) |
|
225 Water Street,
Suite 1400, Jacksonville, Florida 32202 (904) 354-2482 www.fpic.com Securities registered
pursuant to Section 12(b) 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 was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| Indicate by check mark whether the
Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). The aggregate market value of the Registrants 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 Registrants Common Stock, $.10 Par Value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE |
| Document Proxy Statement for Registrants Annual Shareholders Meeting to be held on June 4, 2003 |
Incorporated in
Part III |
FPIC Insurance Group,
Inc.
|
| 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 Registrants Common Equity and Related Shareholder Matters | 18 | |||
| Item 6. | Selected Financial Data | 19 | |||
| Item 7. | Managements 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 | ||||
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Part I.Item 1. BusinessCompanies and Business SegmentsFPIC 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 AcquisitionsSince 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 SegmentPrincipal 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 | % | ||||
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As of December 31, 2002, FPICs 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 PRIs obligations under covered extended reporting endorsements for death, disability and retirement (DD&R) benefits of PRIs 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 | ) | ||||
|
|
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| | 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 | |||||||
| |
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| | Also covers defense costs for allegations of Medicare and Medicaid fraud and abuse. |
| Total Premiums | DPW APW CPW |
$&n |