Attached files
file | filename |
---|---|
EX-2 - EXHIBIT 2 - PMA CAPITAL CORP | ex2.htm |
EX-31.1 - EXHIBIT 31.1 - PMA CAPITAL CORP | ex31-1.htm |
EX-32.2 - EXHIBIT 32.2 - PMA CAPITAL CORP | ex32-2.htm |
EX-32.1 - EXHIBIT 32.1 - PMA CAPITAL CORP | ex32-1.htm |
EX-31.2 - EXHIBIT 31.2 - PMA CAPITAL CORP | ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(MARK
ONE)
/X/
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SECURITIES
EXCHANGE ACT OF 1934
|
FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
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 001-31706
PMA Capital
Corporation
(Exact
name of registrant as specified in its charter)
Pennsylvania
|
23-2217932
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
380
Sentry Parkway
|
|
Blue Bell, Pennsylvania
|
19422
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(610)
397-5298
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name, former address and former fiscal year, if changed since last
report)
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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
YES
/ / NO / /
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer / /
|
Accelerated
filer /X/
|
Non-accelerated
filer / / (Do not check if a smaller reporting
company)
|
Smaller
reporting company / /
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
/ / NO /X/
There
were 32,241,620 shares outstanding of the registrant’s Class A Common
Stock, $5 par value per share, as of the close of business on November 3, 2009.
INDEX
Page
|
||
Part I.
|
Financial
Information
|
|
Item
1.
|
Financial
Statements.
|
|
Condensed
Consolidated Balance Sheets as of September 30, 2009
and
|
||
December
31, 2008 (unaudited)
|
||
Condensed
Consolidated Statements of Operations for the three and nine months
ended
|
||
September 30,
2009 and 2008 (unaudited)
|
||
Condensed
Consolidated Statements of Cash Flows for the nine months
ended
|
||
September 30,
2009 and 2008 (unaudited)
|
||
Condensed
Consolidated Statements of Comprehensive Income (Loss) for
the
|
||
three
and nine months ended September 30, 2009 and 2008
(unaudited)
|
||
Notes
to the Unaudited Condensed Consolidated Financial
Statements
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and
|
|
Results
of Operations.
|
||
Item
3.
|
Quantitative
and Qualitative Disclosure About Market Risk.
|
|
Item
4.
|
Controls
and Procedures.
|
|
Part
II.
|
Other
Information
|
|
Item
1A.
|
Risk
Factors.
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
|
Item
6.
|
Exhibits.
|
|
Signatures
|
||
Exhibit
Index
|
Part
I. Financial Information
Item
1. Financial Statements.
Condensed
Consolidated Balance Sheets
(Unaudited)
As
of
|
As
of
|
|||||||||||||||||
September
30,
|
December
31,
|
|||||||||||||||||
(in
thousands, except share data)
|
2009
|
2008
|
||||||||||||||||
Assets:
|
||||||||||||||||||
Investments:
|
||||||||||||||||||
Fixed maturities available for sale, at fair value (amortized cost: | ||||||||||||||||||
2009 - $797,588; 2008 - $749,806) | $ | 817,089 | $ | 719,048 | ||||||||||||||
Short-term investments | 62,004 | 45,066 | ||||||||||||||||
Other investments (cost: 2009 - $20,302; 2008 - $9,509) | 22,669 | 8,127 | ||||||||||||||||
Total investments | 901,762 | 772,241 | ||||||||||||||||
Cash
|
13,887 | 10,501 | ||||||||||||||||
Accrued
investment income
|
6,918 | 6,513 | ||||||||||||||||
Premiums
receivable (net of valuation allowance: 2009 - $7,839; 2008 -
$9,011)
|
246,871 | 235,893 | ||||||||||||||||
Reinsurance
receivables (net of valuation allowance: 2009 - $4,719; 2008 -
$4,608)
|
807,245 | 826,126 | ||||||||||||||||
Prepaid
reinsurance premiums
|
40,883 | 29,579 | ||||||||||||||||
Deferred
income taxes, net
|
110,358 | 138,514 | ||||||||||||||||
Deferred
acquisition costs
|
42,583 | 40,938 | ||||||||||||||||
Funds
held by reinsureds
|
56,623 | 51,754 | ||||||||||||||||
Intangible
assets
|
29,961 | 30,348 | ||||||||||||||||
Other
assets
|
126,015 | 116,646 | ||||||||||||||||
Assets
of discontinued operations
|
192,431 | 243,663 | ||||||||||||||||
Total assets | $ | 2,575,537 | $ | 2,502,716 | ||||||||||||||
Liabilities:
|
||||||||||||||||||
Unpaid
losses and loss adjustment expenses
|
$ | 1,259,940 | $ | 1,242,258 | ||||||||||||||
Unearned
premiums
|
261,952 | 247,415 | ||||||||||||||||
Long-term
debt
|
129,380 | 129,380 | ||||||||||||||||
Accounts
payable, accrued expenses and other liabilities
|
250,304 | 216,266 | ||||||||||||||||
Reinsurance
funds held and balances payable
|
52,914 | 44,177 | ||||||||||||||||
Dividends
to policyholders
|
6,177 | 6,862 | ||||||||||||||||
Liabilities
of discontinued operations
|
215,698 | 271,702 | ||||||||||||||||
Total liabilities | 2,176,365 | 2,158,060 | ||||||||||||||||
Commitments
and contingencies (Note 8)
|
||||||||||||||||||
Shareholders'
Equity:
|
||||||||||||||||||
Class
A Common Stock, $5 par value, 60,000,000 shares authorized
|
||||||||||||||||||
(2009 - 34,217,945 shares issued and 32,241,620 outstanding; | ||||||||||||||||||
2008 - 34,217,945 shares issued and 31,965,806 outstanding) | 171,090 | 171,090 | ||||||||||||||||
Additional
paid-in capital
|
112,349 | 112,921 | ||||||||||||||||
Retained
earnings
|
152,670 | 140,184 | ||||||||||||||||
Accumulated
other comprehensive loss
|
(13,947 | ) | (49,876 | ) | ||||||||||||||
Treasury
stock, at cost (2009 - 1,976,325 shares; 2008 - 2,252,139
shares)
|
(22,990 | ) | (29,663 | ) | ||||||||||||||
Total shareholders' equity | 399,172 | 344,656 | ||||||||||||||||
Total liabilities and shareholders' equity | $ | 2,575,537 | $ | 2,502,716 | ||||||||||||||
See
accompanying notes to the unaudited condensed consolidated financial
statements.
1
Condensed
Consolidated Statements of Operations
(Unaudited)
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(in
thousands, except per share data)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Revenues:
|
||||||||||||||||
Net
premiums written
|
$ | 119,259 | $ | 123,995 | $ | 317,539 | $ | 316,924 | ||||||||
Change
in net unearned premiums
|
(16,831 | ) | (26,021 | ) | (3,232 | ) | (30,434 | ) | ||||||||
Net premiums earned | 102,428 | 97,974 | 314,307 | 286,490 | ||||||||||||
Claims
service revenues
|
17,112 | 15,696 | 49,631 | 40,585 | ||||||||||||
Commission
income
|
2,747 | 2,637 | 8,327 | 9,549 | ||||||||||||
Net
investment income
|
9,522 | 8,870 | 27,540 | 27,345 | ||||||||||||
Net
realized investment gains (losses)
|
795 | (7,929 | ) | 1,072 | (4,983 | ) | ||||||||||
Other
revenues
|
259 | 125 | 625 | 2,485 | ||||||||||||
Total revenues | 132,863 | 117,373 | 401,502 | 361,471 | ||||||||||||
|
||||||||||||||||
Losses
and Expenses:
|
||||||||||||||||
Losses
and loss adjustment expenses
|
70,158 | 68,660 | 219,427 | 200,154 | ||||||||||||
Acquisition
expenses
|
16,046 | 15,898 | 52,752 | 50,114 | ||||||||||||
Operating
expenses
|
30,235 | 26,906 | 86,160 | 76,586 | ||||||||||||
Dividends
to policyholders
|
2,786 | 1,169 | 5,743 | 3,544 | ||||||||||||
Interest
expense
|
2,421 | 2,734 | 7,403 | 8,209 | ||||||||||||
Total losses and expenses | 121,646 | 115,367 | 371,485 | 338,607 | ||||||||||||
Income
from continuing operations before income taxes
|
11,217 | 2,006 | 30,017 | 22,864 | ||||||||||||
Income
tax expense (benefit):
|
||||||||||||||||
Current
|
220 | 765 | 729 | 916 | ||||||||||||
Deferred
|
3,748 | (10 | ) | 9,969 | 7,216 | |||||||||||
Total | 3,968 | 755 | 10,698 | 8,132 | ||||||||||||
Income
from continuing operations
|
7,249 | 1,251 | 19,319 | 14,732 | ||||||||||||
Loss
from discontinued operations, net of tax
|
(40 | ) | (2,310 | ) | (1,291 | ) | (4,937 | ) | ||||||||
Net
income (loss)
|
$ | 7,209 | $ | (1,059 | ) | $ | 18,028 | $ | 9,795 | |||||||
Income
(loss) per share:
|
||||||||||||||||
Basic:
|
||||||||||||||||
Continuing Operations | $ | 0.22 | $ | 0.04 | $ | 0.60 | $ | 0.46 | ||||||||
Discontinued Operations | - | (0.07 | ) | (0.04 | ) | (0.15 | ) | |||||||||
$ | 0.22 | $ | (0.03 | ) | $ | 0.56 | $ | 0.31 | ||||||||
Diluted:
|
||||||||||||||||
Continuing Operations | $ | 0.22 | $ | 0.04 | $ | 0.60 | $ | 0.46 | ||||||||
Discontinued Operations | - | (0.07 | ) | (0.04 | ) | (0.15 | ) | |||||||||
$ | 0.22 | $ | (0.03 | ) | $ | 0.56 | $ | 0.31 | ||||||||
See
accompanying notes to the unaudited condensed consolidated financial
statements.
2
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
Nine
Months Ended
|
||||||||
September
30,
|
||||||||
(in
thousands)
|
2009
|
2008
|
||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$
|
18,028
|
$
|
9,795
|
||||
Less:
Loss from discontinued operations
|
(1,291
|
)
|
(4,937
|
)
|
||||
Income
from continuing operations, net of tax
|
19,319
|
14,732
|
||||||
Adjustments
to reconcile income from continuing operations
|
||||||||
to
net cash flows provided by (used in) operating activities:
|
||||||||
Deferred
income tax expense
|
9,969
|
7,216
|
||||||
Net
realized investment (gains) losses
|
(1,072
|
)
|
4,983
|
|||||
Stock-based
compensation
|
1,042
|
1,917
|
||||||
Depreciation
and amortization
|
3,953
|
3,854
|
||||||
Change
in:
|
||||||||
Premiums
receivable and unearned premiums, net
|
3,559
|
16,555
|
||||||
Dividends
to policyholders
|
(685
|
)
|
(689
|
)
|
||||
Reinsurance
receivables
|
18,881
|
(28,574
|
)
|
|||||
Prepaid
reinsurance premiums
|
(11,304
|
)
|
9,310
|
|||||
Unpaid
losses and loss adjustment expenses
|
17,682
|
34,113
|
||||||
Funds
held by reinsureds
|
(4,869
|
)
|
(6,874
|
)
|
||||
Reinsurance
funds held and balances payable
|
8,737
|
(5,139
|
)
|
|||||
Accrued
investment income
|
(405
|
)
|
(336
|
)
|
||||
Deferred
acquisition costs
|
(1,645
|
)
|
(5,913
|
)
|
||||
Accounts
payable, accrued expenses and other liabilities
|
13,415
|
(4,892
|
)
|
|||||
Other,
net
|
(2,851
|
)
|
(19,235
|
)
|
||||
Discontinued
operations
|
(52,947
|
)
|
(67,809
|
)
|
||||
Net
cash flows provided by (used in) operating activities
|
20,779
|
(46,781
|
)
|
|||||
Cash
flows from investing activities:
|
||||||||
Fixed
maturities available for sale:
|
||||||||
Purchases
|
(330,982
|
)
|
(304,476
|
)
|
||||
Maturities
and calls
|
51,889
|
33,212
|
||||||
Sales
|
252,127
|
277,601
|
||||||
Net
purchases of short-term investments
|
(16,927
|
)
|
(9,911
|
)
|
||||
Net
purchases of other investments
|
(11,148
|
)
|
(2,334
|
)
|
||||
Purchase
of subsidiaries, net of cash received
|
(795
|
)
|
(7,402
|
)
|
||||
Sale
of other assets
|
-
|
2,120
|
||||||
Other,
net
|
(7,139
|
)
|
(6,751
|
)
|
||||
Discontinued
operations
|
45,189
|
61,005
|
||||||
Net
cash flows provided by (used in) investing activities
|
(17,786
|
)
|
43,064
|
|||||
Cash
flows from financing activities:
|
||||||||
Shares
purchased under stock-based compensation plans
|
(484
|
)
|
(11
|
)
|
||||
Repayments
of long-term debt
|
-
|
(5,766
|
)
|
|||||
Proceeds
from exercise of stock options
|
-
|
1,195
|
||||||
Other
payments to discontinued operations
|
(6,881
|
)
|
(1,831
|
)
|
||||
Discontinued
operations
|
6,881
|
1,831
|
||||||
Net
cash flows used in financing activities
|
(484
|
)
|
(4,582
|
)
|
||||
Net
increase (decrease) in cash
|
2,509
|
(8,299
|
)
|
|||||
Cash
- beginning of year
|
11,872
|
21,493
|
||||||
Cash
- end of period (a)
|
$
|
14,381
|
$
|
13,194
|
||||
Supplementary
cash flow information (continuing operations):
|
||||||||
Interest
paid
|
$
|
7,351
|
$
|
8,306
|
||||
Income
tax paid
|
$
|
664
|
$
|
345
|
(a) | Includes cash from discontinued operations of $494 and $692 as of September 30, 2009 and 2008, respectively. | ||||||
|
See
accompanying notes to the unaudited condensed consolidated financial
statements.
3
Condensed
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(in
thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
income (loss)
|
$ | 7,209 | $ | (1,059 | ) | $ | 18,028 | $ | 9,795 | |||||||
Other
comprehensive income (loss), net of tax:
|
||||||||||||||||
Unrealized
gains (losses) on securities:
|
||||||||||||||||
Holding
gains (losses) arising during the period, net of tax
|
23,027 | (20,102 | ) | 35,802 | (29,315 | ) | ||||||||||
Portion
of other than temporary impairment losses
|
||||||||||||||||
recognized
in other comprehensive income,
|
||||||||||||||||
net
of deferred income tax benefit of $114
|
211 | - | - | - | ||||||||||||
Less: reclassification
adjustment for (gains) losses
|
||||||||||||||||
included
in net income (loss), net of tax (expense)
|
||||||||||||||||
benefit:
($278) and $2,775 for the three months
|
||||||||||||||||
ended
September 30, 2009 and 2008; ($375) and
|
||||||||||||||||
$1,734
for the nine months ended September 30, 2009
|
||||||||||||||||
and
2008
|
(517 | ) | 5,154 | (697 | ) | 3,221 | ||||||||||
Total
unrealized gains (losses) on securities, net of tax
|
22,721 | (14,948 | ) | 35,105 | (26,094 | ) | ||||||||||
Net
periodic benefit cost, net of tax expense (benefit): $95
and
|
||||||||||||||||
($3,985)
for the three months ended September 30, 2009 and 2008;
|
||||||||||||||||
$283
and ($3,961) for the nine months ended September 30, 2009
|
||||||||||||||||
and
2008
|
176 | (7,401 | ) | 526 | (7,357 | ) | ||||||||||
Unrealized
gains (losses) from derivative instruments designated
|
||||||||||||||||
as
cash flow hedges, net of tax expense (benefit): ($16) and
|
||||||||||||||||
($31)
for the three months ended September 30, 2009 and 2008;
|
||||||||||||||||
$160
and ($17) for the nine months ended September 30, 2009
|
||||||||||||||||
and
2008
|
(30 | ) | (57 | ) | 298 | (32 | ) | |||||||||
Foreign
currency translation losses, net of tax
|
||||||||||||||||
benefit:
$2 for the nine months ended September 30, 2008
|
- | - | - | (3 | ) | |||||||||||
Other
comprehensive income (loss), net of tax
|
22,867 | (22,406 | ) | 35,929 | (33,486 | ) | ||||||||||
Comprehensive
income (loss)
|
$ | 30,076 | $ | (23,465 | ) | $ | 53,957 | $ | (23,691 | ) | ||||||
See
accompanying notes to the unaudited condensed consolidated financial
statements.
4
Notes to
the Unaudited Condensed Consolidated Financial Statements
1. BUSINESS
DESCRIPTION
The
accompanying condensed consolidated financial statements include the accounts of
PMA Capital Corporation and its subsidiaries (collectively referred to as “PMA
Capital” or the “Company”). PMA Capital Corporation is a holding
company whose operating subsidiaries provide insurance and fee-based
services. Insurance products are underwritten and marketed under the
trade name The PMA Insurance Group. Fee-based services include third
party administrator (“TPA”), managing general agent and program administrator
services. The Company also manages the run-off of its former
reinsurance and excess and surplus lines operations, which have been recorded as
discontinued operations.
The PMA Insurance Group — The
PMA Insurance Group writes workers’ compensation and other commercial property
and casualty lines of insurance, which are marketed primarily in the eastern
part of the United States. The PMA Insurance Group primarily consists
of the results of the Company’s principal insurance subsidiaries, which are
commonly referred to as the “Pooled Companies” because they share results under
an intercompany pooling arrangement. Approximately 90% of The PMA
Insurance Group’s business is produced through independent agents and
brokers.
Fee-based Business —
Fee-based Business consists of the results of PMA Management Corp., Midlands
Management Corporation, and PMA Management Corp. of New England,
Inc. PMA Management Corp. is a TPA that provides various claims
administration, risk management, loss prevention and related services, primarily
to self-insured clients under fee for service arrangements, as well as to
insurance carriers on an unbundled basis. Midlands is an Oklahoma
City-based managing general agent, program administrator and provider of TPA
services. PMA Management Corp. of New England, Inc., which the
Company acquired on June 30, 2008, is a Connecticut-based provider of risk
management and TPA services.
Discontinued operations —
Discontinued operations, formerly the Company’s Run-off Operations segment,
consists of the results of the Company’s reinsurance and excess and surplus
lines businesses. The Company’s reinsurance operations offered excess
of loss and pro rata property and casualty reinsurance protection mainly through
reinsurance brokers. The Company withdrew from the reinsurance
business in November 2003 and from the excess and surplus lines business in May
2002. On March 28, 2008, the Company entered into a stock purchase
agreement to sell this business. The
closing of the sale and transfer of ownership are subject to regulatory approval
by the Pennsylvania Insurance Department.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of
Presentation – The
condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“GAAP”) for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. It is management’s opinion
that all adjustments, consisting of normal recurring adjustments, considered
necessary for a fair presentation have been included. Certain amounts
in the prior year have been reclassified to conform to the current year
presentation.
The
preparation of consolidated financial statements in conformity with GAAP
requires management to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the period. Due to this and certain
other factors, such as the seasonal nature of portions of the insurance
business, as well as competitive and other market conditions, operating results
for the three and nine months ended September 30, 2009 are not necessarily
indicative of the results to be expected for the full year. In
preparing the accompanying financial statements, management has evaluated
subsequent events through November 3, 2009.
The
information included in this Form 10-Q should be read in conjunction with the
Company’s audited consolidated financial statements and footnotes included in
its 2008 Annual Report on Form 10-K.
5
B. Recent
Accounting Pronouncements – In April
2009, the Financial Accounting Standards Board (“FASB”) issued guidance on
“Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly.” This guidance provides a list of factors that a reporting
entity should evaluate to determine whether there has been a significant
decrease in the volume and level of activity for the asset or liability in
relation to normal market activity for the asset or liability. When
the reporting entity concludes there has been a significant decrease in the
volume and level of activity for the asset or liability, further analysis of the
information from that market is needed and significant adjustments to the
related prices may be necessary to estimate fair value. This guidance
clarifies that when there has been a significant decrease in the volume and
level of activity for the asset or liability, some transactions may not be
orderly. In those situations, the entity must evaluate the weight of
the evidence to determine whether the transaction is orderly. The
guidance provides a list of circumstances that may indicate that a transaction
is not orderly. A transaction price that is not associated with an
orderly transaction is given little, if any, weight when estimating fair
value.
In April
2009, the FASB issued guidance on “Recognition and Presentation of Other
Than Temporary Impairments.” This guidance clarifies the interaction
of the factors that should be considered when determining whether a debt
security is other than temporarily impaired. For debt securities,
management must assess whether (a) it has the intent to sell the security
and (b) it is more likely than not that it will be required to sell the
security prior to its anticipated recovery. These steps are done
before assessing whether the entity will recover the cost basis of the
investment. Previously, this assessment required management to assert
it has both the intent and the ability to hold a security for a period of time
sufficient to allow for an anticipated recovery in fair value to avoid
recognizing an other than temporary impairment. This change does not
affect the need to forecast recovery of the value of the security through either
cash flows or market price.
In
instances when a determination is made that an other than temporary impairment
exists but management does not intend to sell the debt security and it is not
more likely than not that it will be required to sell the debt security prior to
its anticipated recovery, this guidance changes the presentation and amount of
the other than temporary impairment recognized in the income
statement. The other than temporary impairment is separated into
(a) the amount of the total other than temporary impairment related to a
decrease in cash flows expected to be collected from the debt security (the
credit loss) and (b) the amount of the total other than temporary
impairment related to all other factors. The amount of the total
other than temporary impairment related to the credit loss is recognized in
earnings. The amount of the total other than temporary impairment
related to all other factors is recognized in other comprehensive
income.
In April
2009, the FASB issued guidance on “Interim Disclosures about Fair Value of
Financial Instruments.” This guidance requires disclosures about fair
value of financial instruments for interim reporting periods of publicly traded
companies as well as in annual financial statements.
In May
2009, the FASB issued guidance on “Subsequent Events.” This guidance
establishes general standards of accounting for and disclosing events that occur
after the balance sheet date but before financial statements are issued or are
available to be issued. It requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for
selecting that date, that is, whether that date represents the date the
financial statements were issued or were available to be issued.
The
Company’s adoption of this guidance in 2009 did not have a material impact on
its financial condition, results of operations or liquidity.
Accounting guidance not yet
effective
In June
2009, the FASB issued guidance on “Accounting for Transfers of Financial
Assets.” This guidance requires additional disclosures about the
transfer and derecognition of financial assets and eliminates the concept of
qualifying special-purpose entities. This guidance is effective for
fiscal years beginning after November 15, 2009. The Company does not
expect the adoption of this guidance will have a material impact on its
financial condition, results of operations or liquidity.
6
3. INTANGIBLE
ASSETS
Changes
in the gross and net carrying amounts of the Company’s intangible assets, all of
which relate to its Fee-based Business, were as follows:
(dollar
amounts in thousands)
|
Intangible
assets
with
finite
lives
|
Intangible
assets
with
indefinite
lives
|
Goodwill
|
Total
|
||||||||||||
Gross
balance at December 31, 2008
|
$ | 8,890 | $ | 4,312 | $ | 18,055 | $ | 31,257 | ||||||||
Accumulated
amortization
|
(909 | ) | - | - | (909 | ) | ||||||||||
Net
balance at December 31, 2008
|
7,981 | 4,312 | 18,055 | 30,348 | ||||||||||||
Amortization
|
(612 | ) | - | - | (612 | ) | ||||||||||
Other
adjustments
|
- | - | 225 | 225 | ||||||||||||
Net
balance at September 30, 2009
|
7,369 | 4,312 | 18,280 | 29,961 | ||||||||||||
Accumulated
amortization
|
1,521 | - | - | 1,521 | ||||||||||||
Gross
balance at September 30, 2009
|
$ | 8,890 | $ | 4,312 | $ | 18,280 | $ | 31,482 | ||||||||
On April
1, 2009, the Company paid $795,000 to the former shareholders of Midlands for
contractual earn-out payments related to 2008. The Company expects to
recognize $204,000 of amortization expense for the remainder of 2009, $816,000
per year over the next five years and $3.1 million thereafter.
Annual
impairment testing was performed during the second quarter of 2009 on the
intangible assets that relate to the
Company’s
acquisitions of Midlands and PMA Management Corp. of New England,
Inc. Based upon this review, these assets were not
impaired.
4. DISCONTINUED
OPERATIONS
On March
28, 2008, the Company entered into a Stock Purchase Agreement (the “Agreement”)
to sell its Run-off Operations to Armour Reinsurance Group Limited (“Armour
Re”), a Bermuda-based corporation. On May 22, 2008, Armour Re filed
the Form A application with the Pennsylvania Insurance Department, which
formally started the regulatory review process. On November 3, 2009,
additional information regarding the Form A was filed with the
Department. Subject to the approval of the transaction by the
Pennsylvania Insurance Department under the revised terms, the Company would
make a capital contribution of $13 million at the closing of the
sale. This contribution will include cash of $3 million and a note
payable in two equal installments of $5 million in 2010 and 2011. The
revised terms also include capital support agreements provided by the Company to
the Run-off Operations in the event that its payments on claims in the excess
workers’ compensation and certain excess liability (occurrence) lines of
business exceed certain pre-established limits. Such support is
limited to an amount not to exceed $46 million and any payments with respect to
the supported lines of business are not expected to commence until 2018 and may
extend to 2052. Under GAAP guidance for “Guarantees,” which requires
guarantees to be recorded at fair value at inception, the Company estimates that
the fair value of the capital support is approximately $13
million. Upon the closing of the transaction, the Company expects to
record an after-tax charge of approximately $17 million related to the impact of
the capital contribution and the additional capital support. The
Company and Armour Re have mutually agreed to extend the termination date of the
Agreement to December 31, 2009.
7
The
Company has reclassified the results of operations, including the related tax
effects, and the assets and liabilities related to its Run-off Operations to
discontinued operations. The following table provides detailed
information regarding the after-tax losses from discontinued operations included
in the Company’s Condensed Consolidated Statements of Operations.
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
premiums earned
|
$ | (2 | ) | $ | 517 | $ | 2,288 | $ | 1,554 | |||||||
Net
investment income
|
(1,066 | ) | (663 | ) | (2,881 | ) | (986 | ) | ||||||||
Net
realized investment gains (losses)
|
312 | 107 | (313 | ) | 138 | |||||||||||
(756 | ) | (39 | ) | (906 | ) | 706 | ||||||||||
Losses
and loss adjustment expenses
|
(175 | ) | 10,201 | 1,864 | 20,031 | |||||||||||
Acquisition
expenses
|
104 | (146 | ) | 1,423 | 107 | |||||||||||
Operating
expenses
|
2,101 | 2,054 | 7,075 | 6,788 | ||||||||||||
Valuation
adjustment
|
(2,722 | ) | (8,594 | ) | (9,281 | ) | (18,624 | ) | ||||||||
(692 | ) | 3,515 | 1,081 | 8,302 | ||||||||||||
Income
tax benefit
|
(24 | ) | (1,244 | ) | (696 | ) | (2,659 | ) | ||||||||
Loss
from discontinued operations, net of tax
|
$ | (40 | ) | $ | (2,310 | ) | $ | (1,291 | ) | $ | (4,937 | ) | ||||
The losses from discontinued operations in the first nine months of 2009 and 2008 related primarily to adverse loss development. For both the three- and nine-month periods ended September 30, 2009 and 2008, the valuation adjustment reflects activity at the discontinued operations which is not expected to affect the sale proceeds at closing. The activity in the valuation adjustment has been partially offset by reductions to the cash amount expected to be received at closing.
Condensed
balance sheet information of the discontinued operations is included
below:
As
of
|
As
of
|
|||||||
September
30,
|
December
31,
|
|||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
||||||
Assets:
|
||||||||
Investments
|
$ | 100,296 | $ | 146,033 | ||||
Cash
|
494 | 1,371 | ||||||
Reinsurance
receivables
|
81,887 | 94,956 | ||||||
Other
assets
|
9,754 | 1,303 | ||||||
Assets
of discontinued operations
|
$ | 192,431 | $ | 243,663 | ||||
Liabilities:
|
||||||||
Unpaid
losses and loss adjustment expenses
|
$ | 193,051 | $ | 247,442 | ||||
Other
liabilities
|
22,647 | 24,260 | ||||||
Liabilities
of discontinued operations
|
$ | 215,698 | $ | 271,702 | ||||
At September 30, 2009 and December 31, 2008, 51% and 63%, respectively, of the investment portfolio was comprised of short-term investments.
8
The
following table provides the fair value measurements of the discontinued
operations’ fixed maturities by level within the fair value hierarchy as of
September 30, 2009 and December 31, 2008. These assets are measured
on a recurring basis.
Fair
Value Measurements at Reporting Date Using
|
|||||||||||||||||
(dollar
amounts in thousands)
|
Quoted
Prices in
Active
Markets
for
Identical
Assets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
||||||||||||||
Description
|
As
of date:
|
Fair
Value
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||||
Fixed
maturities trading
|
9/30/2009
|
$ | 48,827 | $ | 8,672 | $ | 40,155 | $ | - | ||||||||
Fixed
maturities trading
|
12/31/2008
|
$ | 53,875 | $ | 9,335 | $ | 44,540 | $ | - | ||||||||
See Note 12 for information regarding the Company’s categorization of the fair value of its financial instruments.
9
5. INVESTMENTS
The cost
or amortized cost and fair value of the Company’s investment portfolio were as
follows:
Included
in Accumulated Other
|
||||||||||||||||||||
Comprehensive
Loss
|
||||||||||||||||||||
Gross
Unrealized Losses
|
|
|||||||||||||||||||
Cost
or
|
Gross
|
Non-OTTI
|
OTTI
|
|||||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Unrealized
|
Fair
|
||||||||||||||||
(dollar
amounts in thousands)
|
Cost
|
Gains
|
Losses
|
Losses
(1)
|
Value
|
|||||||||||||||
September
30, 2009
|
||||||||||||||||||||
Fixed
maturities available for sale:
|
|
|
|
|
||||||||||||||||
U.S.
Treasury securities and obligations of U.S. Government
agencies
|
$ | 89,377 | $ | 2,671 | $ | 131 | $ | - | $ | 91,917 | ||||||||||
States,
political subdivisions and foreign government securities
|
85,581 | 5,008 | 67 | - | 90,522 | |||||||||||||||
Corporate
debt securities
|
222,047 | 12,612 | 446 | - | 234,213 | |||||||||||||||
Mortgage-backed
and other asset-backed securities:
|
||||||||||||||||||||
Commercial
mortgage-backed securities
|
87,599 | 66 | 6,237 | - | 81,428 | |||||||||||||||
Residential
mortgage-backed securities (Agency)
|
249,431 | 7,327 | 28 | - | 256,730 | |||||||||||||||
Residential
mortgage-backed securities (Non-Agency)
|
23,066 | 133 | 782 | - | 22,417 | |||||||||||||||
Other
asset-backed securities
|
40,487 | 795 | 1,420 | - | 39,862 | |||||||||||||||
Total
fixed maturities available for sale
|
797,588 | 28,612 | 9,111 | - | 817,089 | |||||||||||||||
Short-term
investments
|
62,004 | - | - | - | 62,004 | |||||||||||||||
Other
investments
|
20,302 | 2,690 | 323 | - | 22,669 | |||||||||||||||
Total
investments
|
$ | 879,894 | $ | 31,302 | $ | 9,434 | $ | - | $ | 901,762 | ||||||||||
December
31, 2008
|
||||||||||||||||||||
Fixed
maturities available for sale:
|
||||||||||||||||||||
U.S.
Treasury securities and obligations of U.S. Government
agencies
|
$ | 65,353 | $ | 6,592 | $ | 38 | $ | - | $ | 71,907 | ||||||||||
States,
political subdivisions and foreign government securities
|
44,126 | 368 | 1,307 | - | 43,187 | |||||||||||||||
Corporate
debt securities
|
224,057 | 2,038 | 9,271 | - | 216,824 | |||||||||||||||
Mortgage-backed
and other asset-backed securities:
|
||||||||||||||||||||
Commercial
mortgage-backed securities
|
160,232 | - | 26,970 | - | 133,262 | |||||||||||||||
Residential
mortgage-backed securities (Agency)
|
168,840 | 6,864 | 27 | - | 175,677 | |||||||||||||||
Residential
mortgage-backed securities (Non-Agency)
|
32,796 | 1 | 2,385 | - | 30,412 | |||||||||||||||
Other
asset-backed securities
|
54,402 | 1 | 6,624 | - | 47,779 | |||||||||||||||
Total
fixed maturities available for sale
|
749,806 | 15,864 | 46,622 | - | 719,048 | |||||||||||||||
Short-term
investments
|
45,066 | - | - | - | 45,066 | |||||||||||||||
Other
investments
|
9,509 | 39 | 1,421 | - | 8,127 | |||||||||||||||
Total
investments
|
$ | 804,381 | $ | 15,903 | $ | 48,043 | $ | - | $ | 772,241 | ||||||||||
(1)
Represents the total other than temporary impairments ("OTTI") recognized
in accumulated other comprehensive loss.
|
||||||||||||||
Amortized
|
Fair
|
||||||||
(dollar
amounts in thousands)
|
Cost
|
Value
|
|||||||
2009
|
$ | 3,683 | $ | 3,752 | |||||
2010-2013 | 147,893 | 155,628 | |||||||
2014-2018 | 101,711 | 106,680 | |||||||
2019
and thereafter
|
143,718 | 150,592 | |||||||
Mortgage-backed
and other asset-backed securities
|
400,583 | 400,437 | |||||||
$ | 797,588 | $ | 817,089 | ||||||
10
Actual maturities may differ from contractual maturities because certain securities may be called or prepaid with or without call or prepayment penalties.
Net
investment income consisted of the following:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Fixed
maturities
|
$ | 9,995 | $ | 9,653 | $ | 29,372 | $ | 28,627 | ||||||||
Short-term
investments
|
62 | 289 | 285 | 1,375 | ||||||||||||
Other
|
568 | 366 | 1,340 | 1,344 | ||||||||||||
Gross
investment income
|
10,625 | 10,308 | 30,997 | 31,346 | ||||||||||||
Investment
expenses
|
(640 | ) | (822 | ) | (2,195 | ) | (2,321 | ) | ||||||||
Interest
on funds held
|
(463 | ) | (616 | ) | (1,262 | ) | (1,680 | ) | ||||||||
Net
investment income
|
$ | 9,522 | $ | 8,870 | $ | 27,540 | $ | 27,345 | ||||||||
For securities that were in an unrealized loss position, the length of time that such securities have been in an unrealized loss position, as measured by their month-end fair values, were as follows:
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Gross
|
Gross
|
Gross
|
||||||||||||||||||||||
Fair
|
Unrealized
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
|||||||||||||||||||
(dollar
amounts in millions)
|
Value
|
Loss
(1)
|
Value
|
Loss
(1)
|
Value
|
Loss
(1)
|
||||||||||||||||||
September
30, 2009
|
||||||||||||||||||||||||
Fixed
maturities available for sale:
|
||||||||||||||||||||||||
U.S.
Treasury securities and obligations of U.S. Government
agencies
|
$ | 1.8 | $ | (0.1 | ) | $ | 0.2 | $ | - | $ | 2.0 | $ | (0.1 | ) | ||||||||||
States,
political subdivisions and foreign government securities
|
- | - | 8.2 | (0.1 | ) | 8.2 | (0.1 | ) | ||||||||||||||||
Corporate
debt securities
|
- | - | 8.8 | (0.5 | ) | 8.8 | (0.5 | ) | ||||||||||||||||
Mortgage-backed
and other asset-backed securities:
|
||||||||||||||||||||||||
Commercial
mortgage-backed securities
|
- | - | 72.2 | (6.2 | ) | 72.2 | (6.2 | ) | ||||||||||||||||
Residential
mortgage-backed securities (Agency)
|
11.9 | - | - | - | 11.9 | - | ||||||||||||||||||
Residential
mortgage-backed securities (Non-Agency)
|
- | - | 12.8 | (0.8 | ) | 12.8 | (0.8 | ) | ||||||||||||||||
Other
asset-backed securities
|
- | - | 15.7 | (1.4 | ) | 15.7 | (1.4 | ) | ||||||||||||||||
Total
fixed maturities available for sale
|
13.7 | (0.1 | ) | 117.9 | (9.0 | ) | 131.6 | (9.1 | ) | |||||||||||||||
Other
investments
|
2.7 | - | 6.4 | (0.3 | ) | 9.1 | (0.3 | ) | ||||||||||||||||
Total
investments
|
$ | 16.4 | $ | (0.1 | ) | $ | 124.3 | $ | (9.3 | ) | $ | 140.7 | $ | (9.4 | ) | |||||||||
December
31, 2008
|
||||||||||||||||||||||||
Fixed
maturities available for sale:
|
||||||||||||||||||||||||
U.S.
Treasury securities and obligations of U.S. Government
agencies
|
$ | 8.1 | $ | - | $ | - | $ | - | $ | 8.1 | $ | - | ||||||||||||
States,
political subdivisions and foreign government securities
|
27.3 | (1.3 | ) | 0.1 | - | 27.4 | (1.3 | ) | ||||||||||||||||
Corporate
debt securities
|
135.0 | (8.0 | ) | 8.0 | (1.3 | ) | 143.0 | (9.3 | ) | |||||||||||||||
Mortgage-backed
and other asset-backed securities:
|
||||||||||||||||||||||||
Commercial
mortgage-backed securities
|
62.6 | (7.9 | ) | 70.6 | (19.1 | ) | 133.2 | (27.0 | ) | |||||||||||||||
Residential
mortgage-backed securities (Agency)
|
1.5 | - | 3.1 | - | 4.6 | - | ||||||||||||||||||
Residential
mortgage-backed securities (Non-Agency)
|
29.8 | (2.4 | ) | 0.6 | - | 30.4 | (2.4 | ) | ||||||||||||||||
Other
asset-backed securities
|
38.1 | (3.4 | ) | 8.5 | (3.2 | ) | 46.6 | (6.6 | ) | |||||||||||||||
Total
fixed maturities available for sale
|
302.4 | (23.0 | ) | 90.9 | (23.6 | ) | 393.3 | (46.6 | ) | |||||||||||||||
Other
investments
|
3.9 | (0.6 | ) | 1.6 | (0.8 | ) | 5.5 | (1.4 | ) | |||||||||||||||
Total
investments
|
$ | 306.3 | $ | (23.6 | ) | $ | 92.5 | $ | (24.4 | ) | $ | 398.8 | $ | (48.0 | ) | |||||||||
(1)
Gross unrealized losses include non-OTTI unrealized losses recognized in
accumulated other comprehensive loss at September 30,
2009.
|
||||||||||||||||||||||||
There
were a total of 57 investment securities in an unrealized loss position at
September 30, 2009. Of the 57 investment securities, 52 have been in
an unrealized loss position for 12 months or more and have an average
unrealized loss per security of approximately $178,000. Of these 52
securities, 15 are commercial mortgage-backed securities (“CMBS”) that had a
total fair value of $72.2 million, or 92% of their combined amortized cost, and
unrealized losses of $6.2 million at
11
September
30, 2009. There are also eight asset-backed securities, whose
underlying collateral are non-mortgage classes such as auto loans and credit
card receivables, which had a total fair value of $15.7 million and unrealized
losses of $1.4 million.
The
Company reviews the securities in its investment portfolio on a periodic basis
to specifically identify individual securities that have incurred an other than
temporary decline in fair value below cost or amortized cost. As part
of its periodic review process, management utilizes information received from
its outside professional asset manager to assess each issuer’s current credit
situation. This review encompasses, among other things, recent issuer
activities, such as defaults, quarterly earnings announcements, and other
pertinent financial news for the issuer, recent developments and economic
outlooks for particular industries, rating agency actions, and the length of
time and extent to which fair value has been less than cost or amortized
cost. When management’s review identifies an other than temporary
impairment in the valuation of a fixed income security, it compares its
projected discounted cash flows to the amortized cost in order to determine the
credit related portion and the non-credit related portion of the
loss. The credit related portion is recorded as a charge in the
statement of operations while the non-credit related portion is recorded through
other comprehensive income in the balance sheet.
For
structured securities, management projects cash flows using loss adjusted cash
flows that contemplate current market factors such as prepayment assumptions,
expected default assumptions, and the current condition of the guarantor of the
security. For structured securities, the discount rate used in the
present value calculation is the security’s current effective interest
rate. The discount rate used for other fixed income securities is the
security’s effective interest rate at the date of acquisition.
In
addition to issuer-specific financial information, general economic data and
management’s projections of discounted cash flows, management also assesses
whether it has the intent to sell a particular security or whether it is more
likely than not it will be required to sell the security before its anticipated
recovery. When management determines that it either intends to sell
or is no longer more likely than not to hold the security until its anticipated
recovery, a realized loss is recorded in the statement of operations for the
full amount of the difference between fair value and amortized
cost.
As a
result of management’s review, the Company recorded other than temporary
impairments of $4.9 million pre-tax during the first nine months of
2009. Of these impairments, $4.4 million related to the write-down of
a portion of the Company’s CMBS portfolio that was sold in order to reduce its
exposure to this asset sector. These write-downs were measured based
on public market prices.
The
remaining impairments recorded in the first nine months of 2009 consisted of
three structured securities and one real estate investment trust
security. The one security, a non-agency residential mortgage-backed
security with alternative A mortgage collateral, incurred an other than
temporary credit loss because it was determined the present value of the future
cash flows expected to be received over the security’s expected remaining life
fell below its amortized cost. The security was sold in the third
quarter. The Company intends to sell the remaining securities once
market conditions allow.
Net
realized investment gains (losses) consisted of the following:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Sales
of investments:
|
||||||||||||||||
Realized
gains
|
$ | 3,608 | $ | 1,411 | $ | 9,004 | $ | 5,577 | ||||||||
Realized
losses
|
(2,813 | ) | (193 | ) | (2,994 | ) | (1,385 | ) | ||||||||
Other
than temporary impairments
|
- | (9,147 | ) | (4,938 | ) | (9,147 | ) | |||||||||
Other
|
- | - | - | (28 | ) | |||||||||||
Net
realized investment gains (losses)
|
$ | 795 | $ | (7,929 | ) | $ | 1,072 | $ | (4,983 | ) | ||||||
12
Total
other than temporary impairments consisted of the following:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Total
other than temporary impairments
|
$ | 325 | $ | (9,147 | ) | $ | (4,938 | ) | $ | (9,147 | ) | |||||
Portion
of loss recognized in other
|
||||||||||||||||
comprehensive
income (before taxes)
|
(325 | ) | - | - | - | |||||||||||
Net
impairment losses recognized in earnings
|
$ | - | $ | (9,147 | ) | $ | (4,938 | ) | $ | (9,147 | ) | |||||
The following table presents the change in other than temporary credit related impairment charges on fixed income securities for which a portion of the other than temporary impairments related to other factors and was recognized in other comprehensive income:
Three
Months
|
Nine
Months
|
|||||||
Ended
|
Ended
|
|||||||
September
30,
|
September
30,
|
|||||||
(dollar
amounts in thousands)
|
2009
|
2009
|
||||||
Credit
related impairments on fixed maturities:
|
||||||||
Beginning
balance
|
$ | 11 | $ | - | ||||
Impairments
not previously recognized
|
- | 11 | ||||||
Security
sold
|
(11 | ) | (11 | ) | ||||
Ending
balance as of September 30, 2009
|
$ | - | $ | - | ||||
6. UNPAID
LOSSES AND LOSS ADJUSTMENT EXPENSES
At
September 30, 2009, the Company estimated that its liability for unpaid losses
and loss adjustment expenses (“LAE”) for all insurance policies and reinsurance
contracts issued by its ongoing insurance business was $1.3
billion. This amount included estimated losses from claims plus
estimated expenses to settle claims. This estimate also included
estimated amounts for losses occurring on or prior to September 30, 2009 that
had not yet been reported to the Company. At September 30, 2009, the
estimate for such amounts recorded as liabilities of discontinued operations was
$193 million.
Management
believes that its unpaid losses and LAE are fairly stated at September 30,
2009. However, estimating the ultimate claims liability is
necessarily a complex and judgmental process inasmuch as the amounts are based
on management’s informed estimates, assumptions and judgments using data
currently available. As additional experience and data become
available regarding claims payment and reporting patterns, legal and legislative
developments, judicial theories of liability, the impact of regulatory trends on
benefit levels for both medical and indemnity payments, changes in social
attitudes and economic conditions, the estimates are revised
accordingly. If the Company’s ultimate losses, net of reinsurance,
prove to differ substantially from the amounts recorded at September 30, 2009,
then the related adjustments could have a material adverse impact on the
Company’s financial condition, results of operations and liquidity.
7. REINSURANCE
The
Company follows the customary practice of reinsuring with other insurance
companies a portion of the risks under the policies written by its insurance
subsidiaries. The Company’s insurance subsidiaries maintain
reinsurance to protect themselves against the severity of losses on individual
claims and unusually serious occurrences in which a number of claims in the
aggregate produce a significant loss. Although reinsurance does not
discharge the insurance subsidiaries from their primary liabilities to their
policyholders for losses insured under the insurance policies, it does make the
assuming reinsurer liable to the insurance subsidiaries for the reinsured
portion of the risk.
In July
2009, the Company commuted its reinsurance with Houston Casualty
Company. This reinsurance covered workers’ compensation business
written in 1999 and 2000. As a result of this commutation, the
Company received cash of $43.9
13
million
and reduced its reinsurance receivables. This commutation did not
have a material impact on the Company’s results of operations, but did improve
liquidity by the amount of cash received.
The
components of net premiums written and earned, and losses and LAE incurred were
as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Premiums
written:
|
||||||||||||||||
Direct | $ | 161,965 | $ | 148,193 | $ | 432,924 | $ | 387,716 | ||||||||
Assumed | 2,374 | 3,305 | 8,909 | 8,982 | ||||||||||||
Ceded | (45,080 | ) | (27,503 | ) | (124,294 | ) | (79,774 | ) | ||||||||
Net | $ | 119,259 | $ | 123,995 | $ | 317,539 | $ | 316,924 | ||||||||
Premiums
earned:
|
||||||||||||||||
Direct | $ | 141,457 | $ | 120,590 | $ | 417,651 | $ | 364,791 | ||||||||
Assumed | 2,438 | 3,249 | 9,644 | 10,781 | ||||||||||||
Ceded | (41,467 | ) | (25,865 | ) | (112,988 | ) | (89,082 | ) | ||||||||
Net | $ | 102,428 | $ | 97,974 | $ | 314,307 | $ | 286,490 | ||||||||
Losses
and LAE:
|
||||||||||||||||
Direct | $ | 81,316 | $ | 87,267 | $ | 280,620 | $ | 268,357 | ||||||||
Assumed | 1,950 | 2,599 | 7,715 | 8,626 | ||||||||||||
Ceded | (13,108 | ) | (21,206 | ) | (68,908 | ) | (76,829 | ) | ||||||||
Net | $ | 70,158 | $ | 68,660 | $ | 219,427 | $ | 200,154 | ||||||||
8. COMMITMENTS
AND CONTINGENCIES
The
Company’s businesses are subject to a changing social, economic, legal,
legislative and regulatory environment that could materially affect
them. Some of the changes include initiatives to restrict insurance
pricing and the application of underwriting standards and reinterpretations of
insurance contracts long after the policies were written in an effort to provide
coverage unanticipated by the Company. The eventual effect on the
Company of the changing environment in which it operates remains
uncertain.
In the
event a property and casualty insurer operating in a jurisdiction where the
Company’s insurance subsidiaries also operate becomes or is declared insolvent,
state insurance regulations provide for the assessment of other insurers to fund
any capital deficiency of the insolvent insurer. Generally, this
assessment is based upon the ratio of an insurer’s voluntary premiums written to
the total premiums written for all insurers in that particular
jurisdiction. As of September 30, 2009 and December 31, 2008, the
Company had recorded liabilities of $8.5 million and $7.7 million for these
assessments, which are included in accounts payable, accrued expenses and other
liabilities on the balance sheet.
Under the
terms of the sale of one of the Company’s insurance subsidiaries in 1998, the
Company has agreed to indemnify the buyer, up to a maximum of $15 million, if
the actual claim payments in the aggregate exceed the estimated payments upon
which the loss reserves of the former subsidiary were established. If
the actual claim payments in the aggregate are less than the estimated payments
upon which the loss reserves have been established, then the Company will
participate in such favorable loss reserve development.
The
Company is involved in numerous lawsuits arising, for the most part, in the
ordinary course of business, either as a liability insurer defending third-party
claims brought against its insureds, or as an insurer defending coverage claims
brought against it by its policyholders or other insurers. While the
outcome of all litigation involving the Company, including insurance-related
litigation, cannot be determined, such litigation is not expected to result in
losses that differ from recorded
14
reserves
by amounts that would be material to the Company’s financial condition, results
of operations or liquidity. For additional information about the
Company’s liability for unpaid losses and loss adjustment expenses, see Note
6. In addition, reinsurance recoveries related to claims in
litigation, net of the allowance for uncollectible reinsurance, are not expected
to result in recoveries that differ from recorded receivables by amounts that
would be material to the Company’s financial condition, results of operations or
liquidity.
9. SHAREHOLDERS’
EQUITY
On August
6, 2009, the Company’s Board of Directors terminated its existing shareholder
rights plan and adopted a new plan. Under the new plan, shareholders
of record at the close of business on August 17, 2009 received a dividend
distribution of one preferred share purchase right for every share of Class A
Common Stock held. Subject to certain limited exceptions, if any
person or group becomes a 5% shareholder of PMA Capital without first obtaining
the approval of the Company’s Board, holders of the rights would become entitled
to purchase securities of the Company that would significantly dilute the voting
power and economic ownership of the acquiring shareholder. Rights
owned by the acquiring shareholder would become void.
The new
plan is designed to protect the Company’s ability to use its tax net operating
loss carryforwards (“NOLs”) to reduce potential future federal income tax
obligations as an ownership change, as defined by the Internal Revenue Service,
would severely limit the Company’s ability to use the NOLs and the value of the
NOLs would, therefore, be significantly impaired.
Shareholders
will have the opportunity to approve the plan at the Company’s next annual
meeting of shareholders. The plan will expire on August 6, 2010 if
not approved by shareholders before that date. The rights plan
terminates if Section 382 of the Internal Revenue Code is repealed or if the
Company utilizes all of its NOLs and other tax assets that are subject to
limitation under Section 382. The latest that the rights plan will
expire is August 6, 2019.
10. STOCK-BASED
COMPENSATION
The
Company currently has stock-based compensation plans in place for directors,
officers and other key employees of the Company. Pursuant to the
terms of these plans, the Company grants restricted and unrestricted shares of
its Class A Common Stock and, in the past, has granted options to purchase the
Company’s Class A Common Stock. Stock-based compensation is granted
under terms and conditions determined by the Compensation Committee of the Board
of Directors. Stock options have a maximum term of ten years,
generally vest over periods ranging between one and four years, and are
typically granted with an exercise price at least equal to the market value of
the Class A Common Stock on the date of grant. Restricted and
unrestricted stock is valued at the market value of the Class A Common Stock on
the date of grant and restricted shares generally vest over periods ranging
between one and three years. The Company recognized stock-based
compensation expense of $99,000 and $695,000 for the third quarters of 2009 and
2008, and $1.0 million and $1.9 million for the nine months ended September 30,
2009 and 2008, respectively.
Information
regarding changes in the Company’s outstanding stock options is as
follows:
Weighted
|
||||||||||||||||
|
Average
|
|||||||||||||||
Weighted
|
Remaining
|
Aggregate
|
||||||||||||||
Average
|
Life
|
Intrinsic
|
||||||||||||||
Shares
|
Price
|
(in
years)
|
Value
|
|||||||||||||
Options
outstanding, January 1, 2009
|
1,211,786 | $ | 9.68 | |||||||||||||
Options
forfeited or expired
|
(77,500 | ) | 19.50 | |||||||||||||
Options
outstanding and exercisable, September 30, 2009
|
1,134,286 | $ | 9.01 | 4.27 | $ | - | ||||||||||
Option
price range at September 30, 2009
|
$5.78 to $21.50 | |||||||||||||||
15
Information
regarding the Company’s restricted stock activity is as follows:
Weighted
|
||||||||
Average
|
||||||||
Grant
Date
|
||||||||
Shares
|
Fair
Value
|
|||||||
Restricted
stock at January 1, 2009
|
62,917 | $ | 9.56 | |||||
Granted
|
33,000 | 4.72 | ||||||
Vested
|
(53,675 | ) | 9.54 | |||||
Restricted
stock at September 30, 2009
|
42,242 | $ | 5.81 | |||||
The Company recognizes compensation expense for restricted stock awards over the vesting period of the award. Compensation expense recognized for restricted stock was $49,000 and $242,000 for the three and nine months ended September 30, 2009, and was $120,000 and $392,000 for the same periods last year.
In the
first quarter of each of the last three years, the Compensation Committee
approved Officer Long Term Incentive Plans pursuant to which stock may be
awarded to all officers approximately three years from the date of the plan’s
approval if certain performance objectives are met by the
Company. The Company recognized expenses related to its long term
incentive plans of $50,000 and $800,000 for the three and nine months ended
September 30, 2009, and $575,000 and $1.5 million for the same periods last
year.
On March
13, 2009, the Company issued shares from its treasury related to the payout of
its 2006 Officer Long Term Incentive Plan. The total fair value of
the awards was $1.5 million, which consisted of 362,726 shares awarded at a
market value of $4.02 per share, and was accrued prior to
issuance. Employees who received the award were given the option to
remit either cash or shares of Class A Common Stock to satisfy their tax
obligations relating to the award. During the first nine months of
2009, employees remitted 119,912 shares to the Company to satisfy their payment
of withholding taxes for this award, as well as other vested awards relating to
restricted stock grants.
11. EARNINGS
PER SHARE
Shares
used as the denominator in the computations of basic and diluted earnings per
share were as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Denominator:
|
||||||||||||||||
Basic
shares
|
32,199,000 | 31,888,038 | 32,111,928 | 31,792,400 | ||||||||||||
Dilutive
effect of:
|
||||||||||||||||
Stock
options
|
- | 249,045 | - | 215,278 | ||||||||||||
Restricted
stock
|
42,720 | 63,471 | 51,546 | 68,124 | ||||||||||||
Convertible
debt
|
2,749 | - | 2,749 | 26,663 | ||||||||||||
Total
diluted shares
|
32,244,469 | 32,200,554 | 32,166,223 | 32,102,465 | ||||||||||||
The effects of 1.1 million stock options were excluded from the computations of diluted earnings per share for both the three and nine months ended September 30, 2009, and the effects of 230,000 and 328,000 stock options were excluded from the computations of diluted earnings per share for the three and nine months ended September 30, 2008, respectively, because they were anti-dilutive.
Diluted
shares used in the computation of diluted earnings per share for the three and
nine months ended September 30, 2008 also do not assume the effects of the
potential conversion of the Company’s convertible debt into 24,000 and 3,000
shares of Class A Common Stock, respectively, because they were
anti-dilutive.
16
12. FAIR
VALUE OF FINANCIAL INSTRUMENTS
As of
September 30, 2009, the carrying amounts for the Company’s financial
instruments, except for its 8.50% Monthly Income Senior Notes due 2018 (“Senior
Notes”), approximated their estimated fair value. The Company
measures the fair value of fixed maturities, other investments and its debt
based upon quoted market prices or by obtaining quotes from
dealers. Certain financial instruments, specifically amounts relating
to insurance and reinsurance contracts, are excluded from this
disclosure.
The
carrying amount reported for the Senior Notes in the balance sheets as of
September 30, 2009 and December 31, 2008 was $54.9 million. Based
upon the quoted market price, the Company determined the fair value of its
Senior Notes to be $46.0 million at September 30, 2009 and $42.0 million at
December 31, 2008.
The
following is a description of the Company’s categorization of the fair value of
its financial instruments:
·
|
Level
1 – Fair value measures are based on unadjusted quoted market prices in
active markets for identical securities. The fair value of
securities included in the Level 1 category were based on quoted prices
that are readily and regularly available in an active
market. The Company includes U.S. Treasury securities and its
publicly traded mutual funds in the Level 1
category.
|
·
|
Level
2 – Fair value measures are based on observable inputs, such as quoted
prices for similar assets at the measurement date; quoted prices in
markets that are not active; or other inputs that are observable, either
directly or indirectly. The fair value of securities included
in the Level 2 category were based on market values generated by external
pricing models that vary by asset class and incorporate available trade,
bid and other market information, as well as price quotes from other
well-established independent market
sources.
|
·
|
Level
3 – Fair value measures are based on inputs that are unobservable and
significant to the overall fair value measurement, and may involve
management judgment.
|
The
following tables provide the fair value measurements of applicable Company
assets by level within the fair value hierarchy as of September 30, 2009 and
December 31, 2008. These assets are measured on a recurring
basis.
Fair
Value Measurements at September 30, 2009 Using
|
||||||||||||||||
(dollar
amounts in thousands)
|
Quoted
Prices in
Active
Markets
for
Identical
Assets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||
Description
|
Fair
Value
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||||
Assets
|
||||||||||||||||
Fixed
maturities available for sale:
|
||||||||||||||||
U.S.
Treasury securities and obligations of U.S. Government
agencies
|
$ | 91,917 | $ | 48,092 | $ | 43,825 | $ | - | ||||||||
States,
political subdivisions and foreign government securities
|
90,522 | - | 90,522 | - | ||||||||||||
Corporate
debt securities
|
234,213 | - | 233,155 | 1,058 | ||||||||||||
Mortgage-backed
and other asset-backed securities:
|
||||||||||||||||
Commercial
mortgage-backed securities
|
81,428 | - | 81,428 | - | ||||||||||||
Residential
mortgage-backed securities (Agency)
|
256,730 | - | 256,730 | - | ||||||||||||
Residential
mortgage-backed securities (Non-Agency)
|
22,417 | - | 22,417 | - | ||||||||||||
Other
asset-backed securities
|
39,862 | - | 38,782 | 1,080 | ||||||||||||
Total
fixed maturities available for sale
|
817,089 | 48,092 | 766,859 | 2,138 | ||||||||||||
Other
investments
|
22,669 | 9,104 | 13,565 | - | ||||||||||||
Total
|
$ | 839,758 | $ | 57,196 | $ | 780,424 | $ | 2,138 | ||||||||
Liabilities
|
||||||||||||||||
Accounts
payable, accrued expenses and other liabilities - Interest rate swap
contracts
|
$ | 2,287 | $ | - | $ | 2,287 | $ | - | ||||||||
17
Fair
Value Measurements at December 31, 2008 Using
|
||||||||||||||||
(dollar
amounts in thousands)
|
Quoted
Prices in
Active
Markets
for
Identical
Assets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||
Description
|
Fair
Value
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||||
Assets
|
||||||||||||||||
Fixed
maturities available for sale:
|
||||||||||||||||
U.S.
Treasury securities and obligations of U.S. Government
agencies
|
$ | 71,907 | $ | 40,367 | $ | 31,540 | $ | - | ||||||||
States,
political subdivisions and foreign government securities
|
43,187 | - | 43,187 | - | ||||||||||||
Corporate
debt securities
|
216,824 | - | 214,575 | 2,249 | ||||||||||||
Mortgage-backed
and other asset-backed securities:
|
||||||||||||||||
Commercial
mortgage-backed securities
|
133,262 | - | 133,262 | - | ||||||||||||
Residential
mortgage-backed securities (Agency)
|
175,677 | - | 175,677 | - | ||||||||||||
Residential
mortgage-backed securities (Non-Agency)
|
30,412 | - | 30,412 | - | ||||||||||||
Other
asset-backed securities
|
47,779 | - | 47,779 | - | ||||||||||||
Total
fixed maturities available for sale
|
719,048 | 40,367 | 676,432 | 2,249 | ||||||||||||
Other
investments
|
8,127 | 8,127 | - | - | ||||||||||||
Total
|
$ | 727,175 | $ | 48,494 | $ | 676,432 | $ | 2,249 | ||||||||
Liabilities
|
||||||||||||||||
Accounts
payable, accrued expenses and other liabilities - Interest rate swap
contracts
|
$ | 2,745 | $ | - | $ | 2,745 | $ | - | ||||||||
The
following table provides a summary of changes in the fair value of Level 3
assets within the fair value hierarchy for the three and nine months ended
September 30, 2009 and 2008.
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Beginning
balance
|
$ | 2,418 | $ | 2,500 | $ | 2,249 | $ | 1,000 | ||||||||
Purchases
(maturities)
|
(442 | ) | - | (1,442 | ) | 1,500 | ||||||||||
Net
unrealized gains included in other comprehensive income
|
162 | - | 1,031 | - | ||||||||||||
Transfers
into Level 3
|
- | - | 300 | - | ||||||||||||
Ending
balance as of September 30,
|
$ | 2,138 | $ | 2,500 | $ | 2,138 | $ | 2,500 | ||||||||
18
13. BUSINESS
SEGMENTS
The
Company’s total revenues, substantially all of which are generated within the
U.S., and pre-tax operating income (loss) by principal business segment are
presented in the table below.
Operating
income, which the Company defines as GAAP net income (loss) excluding net
realized investment gains and losses and results from discontinued operations,
is the financial performance measure used by the Company’s management and Board
of Directors to evaluate and assess the results of its
businesses. Net realized investment activity is excluded because (i)
net realized investment gains and losses are unpredictable and not necessarily
indicative of current operating fundamentals or future performance of the
business segments and (ii) in many instances, decisions to buy and sell
securities are made at the holding company level, and such decisions result in
net realized gains and losses that do not relate to the operations of the
individual segments. Operating income does not replace net income
(loss) as the GAAP measure of the Company’s consolidated results of
operations.
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Revenues:
|
||||||||||||||||
The
PMA Insurance Group
|
$ | 112,001 | $ | 106,872 | $ | 342,138 | $ | 315,799 | ||||||||
Fee-based
Business
|
20,553 | 18,822 | 59,801 | 51,531 | ||||||||||||
Corporate
and Other
|
(486 | ) | (392 | ) | (1,509 | ) | (876 | ) | ||||||||
Net
realized investment gains (losses)
|
795 | (7,929 | ) | 1,072 | (4,983 | ) | ||||||||||
Total
revenues
|
$ | 132,863 | $ | 117,373 | $ | 401,502 | $ | 361,471 | ||||||||
Components
of net income (loss):
|
||||||||||||||||
Pre-tax
operating income (loss):
|
||||||||||||||||
The
PMA Insurance Group
|
$ | 13,616 | $ | 13,325 | $ | 38,768 | $ | 38,285 | ||||||||
Fee-based
Business
|
1,574 | 1,929 | 5,112 | 5,316 | ||||||||||||
Corporate
and Other
|
(4,768 | ) | (5,319 | ) | (14,935 | ) | (15,754 | ) | ||||||||
Pre-tax
operating income
|
10,422 | 9,935 | 28,945 | 27,847 | ||||||||||||
Income
tax expense
|
3,690 | 3,530 | 10,323 | 9,876 | ||||||||||||
Operating
income
|
6,732 | 6,405 | 18,622 | 17,971 | ||||||||||||
Realized
investment gains (losses) after tax
|
517 | (5,154 | ) | 697 | (3,239 | ) | ||||||||||
Income
from continuing operations
|
7,249 | 1,251 | 19,319 | 14,732 | ||||||||||||
Loss
from discontinued operations, net of tax
|
(40 | ) | (2,310 | ) | (1,291 | ) | (4,937 | ) | ||||||||
Net
income (loss)
|
$ | 7,209 | $ | (1,059 | ) | $ | 18,028 | $ | 9,795 | |||||||
Net
premiums earned by principal business segment were as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
The
PMA Insurance Group:
|
||||||||||||||||
Workers'
compensation
|
$ | 93,302 | $ | 89,840 | $ | 285,577 | $ | 261,638 | ||||||||
Commercial
automobile
|
5,992 | 5,614 | 17,068 | 16,201 | ||||||||||||
Commercial
multi-peril
|
1,711 | 1,015 | 7,172 | 5,411 | ||||||||||||
Other
|
1,581 | 1,627 | 4,938 | 3,611 | ||||||||||||
Total
net premiums earned
|
102,586 | 98,096 | 314,755 | 286,861 | ||||||||||||
Corporate
and Other
|
(158 | ) | (122 | ) | (448 | ) | (371 | ) | ||||||||
Consolidated
net premiums earned
|
$ | 102,428 | $ | 97,974 | $ | 314,307 | $ | 286,490 | ||||||||
19
The
Company’s total assets by principal business segment were as
follows:
As
of
|
As
of
|
|||||||
September
30,
|
December
31,
|
|||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
||||||
The
PMA Insurance Group
|
$ | 2,217,819 | $ | 2,087,006 | ||||
Fee-based
Business
|
95,442 | 91,744 | ||||||
Corporate
and Other (1)
|
69,845 | 80,303 | ||||||
Assets
of discontinued operations
|
192,431 | 243,663 | ||||||
Total
assets
|
$ | 2,575,537 | $ | 2,502,716 | ||||
|
||||||||
(1)
Corporate and Other includes the effects of eliminating transactions between the
ongoing business segments.
20
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
The
following is a discussion of our financial condition as of September 30, 2009,
compared with December 31, 2008, and our results of operations for the three and
nine months ended September 30, 2009, compared with the same periods last
year. This discussion and analysis should be read in conjunction with
the unaudited condensed consolidated financial statements and the notes thereto
included elsewhere in this report and Management’s Discussion and Analysis of
Financial Condition and Results of Operations included in our Annual Report on
Form 10-K for the year ended December 31, 2008 (the “2008 Form 10-K”), to which
the reader is directed for additional information. The term “GAAP”
refers to accounting principles generally accepted in the United States of
America.
This
Management’s Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements, which involve risks and
uncertainties. See the “Cautionary Note Regarding Forward-Looking
Statements” on page 36 for a list of factors that could cause our actual results
to differ materially from those contained in any forward-looking
statement. Also, see “Item 1A. Risk Factors” in our 2008 Form 10-K
for a further discussion of risks that could materially affect our
business.
OVERVIEW
We are a
holding company whose operating subsidiaries provide insurance and fee-based
services. Our insurance products include workers’ compensation and
other commercial property and casualty lines of insurance, which are marketed
primarily in the eastern part of the United States. These products
are written through The PMA Insurance Group, our property and casualty insurance
segment which includes the operations of our principal insurance
subsidiaries. Fee-based services include third party administrator,
managing general agent and program administrator services. We also
have a Corporate and Other segment, which primarily includes corporate expenses
and debt service.
The PMA
Insurance Group earns revenue and generates cash primarily by writing insurance
policies and collecting insurance premiums. Direct premiums written
at The PMA Insurance Group were $162.1 million in the third quarter of 2009,
compared to $148.3 million in the same period last year. Direct
premiums written in the first nine months of 2009 were $433.4 million, compared
to $388.1 million during the same period last year. Because time
normally elapses between the receipt of premiums and the payment of claims and
certain related expenses, we are able to invest the available premiums and earn
investment income. The types of payments that we make at The PMA
Insurance Group are:
·
|
losses
under insurance policies that we
write;
|
·
|
loss
adjustment expenses (“LAE”), which are the expenses of settling
claims;
|
·
|
acquisition
and operating expenses, which are direct and indirect costs of acquiring
both new and renewal business, including commissions paid to agents and
brokers and the internal expenses to operate the business segment;
and
|
·
|
dividends
and premium adjustments that are paid to policyholders of certain of our
insurance products.
|
Losses
and LAE are the most significant payment items affecting our insurance business
and represent the most significant accounting estimates in our consolidated
financial statements. We establish reserves representing estimates of
future amounts needed to pay claims with respect to insured events that have
occurred, including events that have not been reported to us. We also
establish reserves for LAE, including legal and other fees, and general expenses
of administering the claims adjustment process. Changes in reserve
estimates may be caused by a wide range of factors, including inflation, changes
in claims and litigation trends and legislative or regulatory
changes. We would incur a charge to earnings in any period our
reserves are increased.
Our
Fee-based Business earns revenues and generates cash by providing claims
adjusting, managed care and risk control services to customers and by placing
insurance business with other third party insurance and reinsurance
companies. Revenues for our Fee-based Business were $20.6 million in
the third quarter of 2009, compared to $18.8 million in the third quarter of
2008. Revenues in the first nine months of 2009 were $59.8 million,
compared to $51.5 million for the same period last year. Payments
made at this segment primarily consist of operating expenses, which include
internal expenses to operate the business, managed care vendor expenses and
commissions paid to sub-producers.
In 2007,
we began reporting the results of our Run-off Operations as discontinued
operations which requires that the balance sheets be presented with the gross
assets and liabilities of discontinued operations in separate lines and the
statements of operations be presented with the net results from discontinued
operations shown after the results from continuing operations. Our
Run-off Operations includes our reinsurance and excess and surplus lines
businesses, which we placed into run-off in
21
2003 and
2002, respectively. The sale
of our Run-off Operations is currently pending regulatory approval from the
Pennsylvania Insurance Department.
RESULTS
OF OPERATIONS
Consolidated
Results
We had
net income of $7.2 million for the third quarter of 2009, compared to a net loss
of $1.1 million for the third quarter of 2008. Operating income,
which we define as net income (loss) excluding realized gains (losses) and
results from discontinued operations, was $6.7 million for the three months
ended September 30, 2009, compared to $6.4 million for the same period last
year. For the first nine months of 2009, we had net income of $18.0
million, compared to $9.8 million for the first nine months of
2008. Operating income for the first nine months of 2009 was $18.6
million, compared to $18.0 million for the same period last
year. Included in net income and operating income for the nine months
ended September 30, 2008 was an after-tax gain of $1.4 million, which resulted
from the sale of a property at The PMA Insurance Group.
Income
from continuing operations included the following after-tax net realized gains
(losses):
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
realized investment gains (losses) after tax:
|
||||||||||||||||
Sales
of investments
|
$ | 517 | $ | 792 | $ | 3,907 | $ | 2,725 | ||||||||
Other
than temporary impairments
|
- | (5,946 | ) | (3,210 | ) | (5,946 | ) | |||||||||
Other
|
- | - | - | (18 | ) | |||||||||||
Net
realized investment gains (losses) after tax
|
$ | 517 | $ | (5,154 | ) | $ | 697 | $ | (3,239 | ) | ||||||
Consolidated revenues for the third quarter of 2009 were $132.9 million, compared to $117.4 million for the same period last year. Consolidated revenues for the first nine months of 2009 were $401.5 million, compared to $361.5 million for the same period in 2008. The increases in consolidated revenues primarily reflected increases in net premiums earned, claims service revenues and net realized gains (losses). Net premiums earned were $102.4 million in the third quarter of 2009, compared to $98.0 million in the same period a year ago. Net premiums earned were $314.3 million for the first nine months of 2009, compared to $286.5 million for the same period last year. Claims service revenues were $17.1 million in the third quarter of 2009, compared to $15.7 million in the third quarter of 2008, and claims service revenues were $49.6 million in the first nine months of 2009, compared to $40.6 million in the first nine months of 2008. The increases in net realized gains (losses) were primarily due to lower other than temporary impairments recorded in 2009, compared to 2008.
In
addition to providing consolidated net income (loss), we also provide segment
operating income (loss) because we believe that it is a meaningful measure of
the profit or loss generated by our operating segments. Operating
income, which we define as GAAP net income (loss) excluding net realized
investment gains and losses and results from discontinued operations, is the
financial performance measure used by our management and Board of Directors to
evaluate and assess the results of our businesses. Net realized
investment activity is excluded because (i) net realized investment gains and
losses are unpredictable and not necessarily indicative of current operating
fundamentals or future performance of the business segments and (ii) in many
instances, decisions to buy and sell securities are made at the holding company
level, and such decisions result in net realized gains and losses that do not
relate to the operations of the individual segments. Operating income
does not replace net income (loss) as the GAAP measure of our consolidated
results of operations.
22
The
following is a reconciliation of our segment operating results and operating
income to GAAP net income (loss):
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Components
of net income (loss):
|
||||||||||||||||
Pre-tax
operating income (loss):
|
||||||||||||||||
The
PMA Insurance Group
|
$ | 13,616 | $ | 13,325 | $ | 38,768 | $ | 38,285 | ||||||||
Fee-based
Business
|
1,574 | 1,929 | 5,112 | 5,316 | ||||||||||||
Corporate
and Other
|
(4,768 | ) | (5,319 | ) | (14,935 | ) | (15,754 | ) | ||||||||
Pre-tax
operating income
|
10,422 | 9,935 | 28,945 | 27,847 | ||||||||||||
Income
tax expense
|
3,690 | 3,530 | 10,323 | 9,876 | ||||||||||||
Operating
income
|
6,732 | 6,405 | 18,622 | 17,971 | ||||||||||||
Realized
investment gains (losses) after tax
|
517 | (5,154 | ) | 697 | (3,239 | ) | ||||||||||
Income
from continuing operations
|
7,249 | 1,251 | 19,319 | 14,732 | ||||||||||||
Loss
from discontinued operations, net of tax
|
(40 | ) | (2,310 | ) | (1,291 | ) | (4,937 | ) | ||||||||
Net
income (loss)
|
$ | 7,209 | $ | (1,059 | ) | $ | 18,028 | $ | 9,795 | |||||||
We
provide combined ratios and operating ratios for The PMA Insurance Group
below. The “combined ratio” is a measure of property and casualty
underwriting performance. The combined ratio computed on a GAAP basis
is equal to losses and loss adjustment expenses, plus acquisition and operating
expenses and policyholders’ dividends, all divided by net premiums
earned. A combined ratio of less than 100% reflects an underwriting
profit. Because time normally elapses between the receipt of premiums
and the payment of claims and certain related expenses, we invest the available
premiums. Underwriting results do not include investment income from
these funds. Given the long-tail nature of our liabilities, we
believe that the operating ratios are also important in evaluating our
business. The operating ratio is equal to the combined ratio less the
net investment income ratio, which is computed by dividing net investment income
by net premiums earned.
23
Segment
Results
The
PMA Insurance Group
Summarized
financial results of The PMA Insurance Group were as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
premiums written
|
$ | 119,417 | $ | 124,117 | $ | 317,987 | $ | 317,295 | ||||||||
Net
premiums earned
|
$ | 102,586 | $ | 98,096 | $ | 314,755 | $ | 286,861 | ||||||||
Net
investment income
|
9,415 | 8,776 | 27,383 | 26,818 | ||||||||||||
Other
revenues
|
- | - | - | 2,120 | ||||||||||||
Total
revenues
|
112,001 | 106,872 | 342,138 | 315,799 | ||||||||||||
Losses
and LAE
|
70,158 | 68,660 | 219,427 | 200,154 | ||||||||||||
Acquisition
and operating expenses
|
25,306 | 23,527 | 77,762 | 73,223 | ||||||||||||
Dividends
to policyholders
|
2,786 | 1,169 | 5,743 | 3,544 | ||||||||||||
Total
losses and expenses
|
98,250 | 93,356 | 302,932 | 276,921 | ||||||||||||
Operating
income before income
|
||||||||||||||||
taxes
and interest expense
|
13,751 | 13,516 | 39,206 | 38,878 | ||||||||||||
Interest
expense
|
135 | 191 | 438 | 593 | ||||||||||||
Pre-tax
operating income
|
$ | 13,616 | $ | 13,325 | $ | 38,768 | $ | 38,285 | ||||||||
Combined
ratio
|
95.8 | % | 95.2 | % | 96.2 | % | 96.5 | % | ||||||||
Less: net
investment income ratio
|
9.2 | % | 8.9 | % | 8.7 | % | 9.3 | % | ||||||||
Operating
ratio
|
86.6 | % | 86.3 | % | 87.5 | % | 87.2 | % | ||||||||
24
Premiums
Direct
premium production increased during the third quarter and first nine months of
2009, compared to the same periods last year. The increases for both
periods reflected an increase in the amount of captive accounts business written
in 2009, compared to 2008, which were partially offset by declines in workers’
compensation direct premium production. We define direct premium
production as direct premiums written, excluding fronting premiums and premium
adjustments. The following is a reconciliation of our direct premium
production to direct premiums written:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Direct
premium production
|
$ | 154,754 | $ | 150,547 | $ | 404,333 | $ | 393,891 | ||||||||
Fronting
premiums
|
10,890 | 2,776 | 40,189 | 13,032 | ||||||||||||
Premium
adjustments
|
(3,521 | ) | (5,008 | ) | (11,150 | ) | (18,836 | ) | ||||||||
Direct
premiums written
|
$ | 162,123 | $ | 148,315 | $ | 433,372 | $ | 388,087 | ||||||||
The PMA Insurance Group’s premiums written were as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Workers'
compensation:
|
||||||||||||||||
Direct
premiums written
|
$ | 136,174 | $ | 131,491 | $ | 359,696 | $ | 339,917 | ||||||||
Premiums
assumed
|
2,355 | 3,265 | 8,857 | 8,872 | ||||||||||||
Premiums
ceded
|
(28,078 | ) | (19,843 | ) | (81,688 | ) | (60,874 | ) | ||||||||
Net
premiums written
|
$ | 110,451 | $ | 114,913 | $ | 286,865 | $ | 287,915 | ||||||||
Commercial
lines:
|
||||||||||||||||
Direct
premiums written
|
$ | 25,949 | $ | 16,824 | $ | 73,676 | $ | 48,170 | ||||||||
Premiums
assumed
|
19 | 40 | 52 | 110 | ||||||||||||
Premiums
ceded
|
(17,002 | ) | (7,660 | ) | (42,606 | ) | (18,900 | ) | ||||||||
Net
premiums written
|
$ | 8,966 | $ | 9,204 | $ | 31,122 | $ | 29,380 | ||||||||
Total:
|
||||||||||||||||
Direct
premiums written
|
$ | 162,123 | $ | 148,315 | $ | 433,372 | $ | 388,087 | ||||||||
Premiums
assumed
|
2,374 | 3,305 | 8,909 | 8,982 | ||||||||||||
Premiums
ceded
|
(45,080 | ) | (27,503 | ) | (124,294 | ) | (79,774 | ) | ||||||||
Net
premiums written
|
$ | 119,417 | $ | 124,117 | $ | 317,987 | $ | 317,295 | ||||||||
Direct workers’ compensation premiums written were $136.2 million in the third quarter of 2009, compared to $131.5 million during the same period last year. The increase for the quarter was primarily due to more premiums written under fronting arrangements. Direct workers’ compensation premiums written during the first nine months of 2009 were $359.7 million, compared to $339.9 million during the first nine months of 2008. The year-to-date increase was primarily due to more premiums written under fronting arrangements and, to a lesser extent, a lower amount of return premium adjustments. The increases for both periods were partially offset by declines in workers’ compensation direct premium production of $4.3 million for the quarter and $14.9 million for the first nine months of 2009. Fronting premiums increased for both periods in 2009, primarily as a result of the two fronting arrangements we entered into during August 2008. The year-to-date decrease in premium adjustments primarily reflected a lower amount of return premium adjustments on loss-sensitive products where the insured shares in the underwriting result of the policy. We write these retrospective products because we believe they provide us with greater certainty in achieving our targeted underwriting results as the customer shares in the underwriting result of the policy with us.
25
Excluding
fronting business, we wrote $17.4 million and $65.2 million of new workers’
compensation business in the third quarter and first nine months of 2009,
compared to $35.3 million and $86.8 million during the same periods last
year. The declines primarily reflect a lower amount of rate-sensitive
new business. Pricing on our rate-sensitive workers’ compensation
business increased 1% during the third quarter of 2009, compared to a 7%
decrease during the third quarter last year, and on a year-to-date basis, it
declined 1% during 2009, compared to a 7% decrease during 2008. Our
pricing on this business increased for the first quarter since early
2006.
Payrolls
on our renewal customer base decreased by 1% in the first nine months of 2009,
compared to the same period in 2008. Our renewal retention rates on
existing workers’ compensation accounts were 84% for the third quarter and 81%
for the first nine months of 2009, compared to 88% and 86% for the same periods
in 2008. The decline in the retention rates in 2009 primarily
reflected lower retentions on rate-sensitive middle-market business as we
continue to maintain disciplined underwriting standards in a price competitive
environment. While retention rates were also down on loss-sensitive
workers’ compensation business, the decrease was lower than that on
rate-sensitive business and retention rates remained higher for business written
on a loss-sensitive basis than for business written on a rate-sensitive
basis.
Direct
premiums written for commercial lines of business other than workers’
compensation, such as commercial auto, general liability, umbrella, multi-peril
and commercial property lines (collectively, “Commercial Lines”), were $25.9
million in the third quarter of 2009, compared to $16.8 million for the same
period last year. For the first nine months of the year, direct
premiums written for Commercial Lines were $73.7 million in 2009, compared to
$48.2 million in 2008. New business increased to $10.8 million in the
third quarter of 2009, up from $4.1 million in the third quarter of 2008, and
new business for the first nine months in 2009 increased to $34.5 million,
compared to $13.0 million for the same period last year. The growth
in new business in 2009 related primarily to captive accounts where we earn fees
and cede a substantial portion of the premiums and associated underwriting
risk. Our renewal retention rate on existing Commercial Lines
accounts was 89% for the third quarter of 2009, compared to 92% for the third
quarter of 2008, and our renewal retention rate was 87% for the first nine
months of 2009, compared to 88% for the same period in 2008. Overall
pricing on Commercial Lines declined 1% during the first nine months of 2009,
compared to a 6% decrease during the same period last year.
Premiums
ceded on workers’ compensation business increased by $8.2 million and $20.8
million during the third quarter and first nine months of 2009, compared to the
same periods in 2008. The increases were primarily due to more
premiums ceded under our fronting arrangements. Premiums ceded on
Commercial Lines business increased by $9.3 million and $23.7 million during the
third quarter and first nine months of 2009, compared to the same periods last
year, mainly resulting from increases in the amount of Commercial Lines business
sold to captive accounts, where a substantial portion of the direct premiums are
ceded.
In total,
net premiums written decreased 4% during the third quarter of 2009, compared to
the same period last year, due primarily to a decline in new rate-sensitive
workers’ compensation business written during the quarter. Net
premiums earned increased 5% during the third quarter of 2009 and 10% for the
first nine months of 2009, compared to the same periods last
year. The increases in both periods reflect the increase in direct
premiums written over the past year. Generally, trends in net
premiums earned follow patterns similar to net premiums written, adjusted for
the customary lag related to the timing of premium writings within the
year. In periods of increasing premium writings, the dollar increase
in premiums written will typically be greater than the increase in premiums
earned. Direct premiums are earned principally on a pro rata basis
over the terms of the policies. However, with respect to policies
that provide for premium adjustments, such as experience or exposure-based
adjustments, such premium adjustment may be made subsequent to the end of the
policy’s coverage period and will be recorded as earned premium in the period in
which the adjustment is made.
26
Losses
and Expenses
The
components of the GAAP combined ratios were as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Loss
and LAE ratio
|
68.4 | % | 70.0 | % | 69.7 | % | 69.8 | % | ||||||||
Expense
ratio:
|
||||||||||||||||
Acquisition
expense
|
15.7 | % | 16.2 | % | 16.8 | % | 17.5 | % | ||||||||
Operating
expense
|
9.0 | % | 7.8 | % | 7.9 | % | 8.0 | % | ||||||||
Total
expense ratio
|
24.7 | % | 24.0 | % | 24.7 | % | 25.5 | % | ||||||||
Policyholders'
dividend ratio
|
2.7 | % | 1.2 | % | 1.8 | % | 1.2 | % | ||||||||
Combined
ratio
|
95.8 | % | 95.2 | % | 96.2 | % | 96.5 | % | ||||||||
The loss and LAE ratio decreased by 1.6 points during the third quarter of 2009, compared to the same period last year. This improvement in loss experience primarily reflected the impact of our managed care initiatives, and also related to modest favorable prior year development in our captive business, which was offset by the increase in the policyholders’ dividend ratio, as discussed below. The loss and LAE ratio remained relatively flat during the first nine months of 2009, compared to the first nine months of 2008, as the lower loss experience on our captive accounts business was offset by the first quarter reduction in audit premiums. While payrolls on our renewal book have been stable overall, the 1% decrease was lower than the rate of growth we experienced in 2008. As a result of the decrease, we reduced our accrual for additional audit premiums by $3.3 million during the first quarter of 2009. Key loss indicators are in line with our expectations for this business, and we will continue to evaluate loss activity on these accounts as they mature, but we did not reduce our expectation of losses on these policies, which were primarily written in 2007 and 2008. Although pricing changes coupled with payroll inflation for rate-sensitive workers’ compensation business were below overall estimated loss trends, our current accident year loss and LAE ratio remained consistent between periods as we continued to benefit in the first nine months of 2009 from changes in the type of workers’ compensation products selected by our insureds and from our managed care initiatives. We estimate our medical cost inflation to be 6.0% in the first nine months of 2009, compared to our estimate of 6.5% in the first nine months of 2008.
The total
expense ratio increased by 0.7 points in the third quarter of 2009, compared to
the third quarter of 2008, due primarily to higher state based
assessments. During the first nine months of 2009, the total expense
ratio improved by 0.8 points, compared to the same period last year, as the
increase in net premiums earned outpaced the 2% increase in our controllable
expenses, which include salary, benefits and other employee-related
costs. Commissions earned under our fronting arrangements reduced the
acquisition expense ratios by 0.7 points and 0.6 points for the third quarter
and first nine months of 2009, compared to reductions of 0.4 points and 0.7
points for the same periods in 2008, as the ceding commissions earned on this
business reduce our commission expense.
The
policyholders’ dividend ratios increased by 1.5 points and 0.6 points in the
third quarter and first nine months of 2009, compared to the same periods last
year. The higher policyholders’ dividend ratios were primarily in our
captive business and reflected better than anticipated underwriting and
investment results in many of the captive programs. In this business,
the policyholders may receive a dividend based, to a large extent, on their
program’s underwriting and investment results.
Net
Investment Income
Net
investment income was $9.4 million for the third quarter of 2009, compared to
$8.8 million for the same period a year ago. Net investment income
was $27.4 million for the first nine months of 2009, compared to $26.8 million
for the first nine months of 2008. The increases for both periods in
2009 were due primarily to increases in average invested assets, which were
partially offset by lower investment yields.
27
Fee-based
Business
Summarized
financial results of the Fee-based Business were as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Claims
service revenues
|
$ | 17,398 | $ | 15,951 | $ | 50,515 | $ | 41,272 | ||||||||
Commission
income
|
2,777 | 2,662 | 8,384 | 9,587 | ||||||||||||
Net
investment income
|
142 | 118 | 329 | 397 | ||||||||||||
Other
revenues
|
236 | 91 | 573 | 275 | ||||||||||||
Total
revenues
|
20,553 | 18,822 | 59,801 | 51,531 | ||||||||||||
Operating
expenses
|
18,979 | 16,893 | 54,689 | 46,215 | ||||||||||||
Pre-tax
operating income
|
$ | 1,574 | $ | 1,929 | $ | 5,112 | $ | 5,316 | ||||||||
Our
Fee-based Business reported pre-tax operating income of $5.1 million for the
first nine months of 2009, compared to $5.3 million for the same period last
year. The year-to-date results were reduced by lower net commissions
earned by our agency business. The decline in net commissions was
partially offset by claims service revenues that increased at a faster rate than
operating expenses. For the third quarter of 2009, pre-tax operating
income was $1.6 million, compared to $1.9 million for the same period last
year. The decline in the quarter was due to operating expenses
increasing at a higher rate than the increase in revenues.
Revenues
Revenues
for our Fee-based Business were $20.6 million during the third quarter of 2009,
compared to $18.8 million for the same period in 2008, and revenues for the
first nine months of 2009 were $59.8 million, compared to $51.5 million for the
first nine months of 2008. The increases were primarily due to
increases in claims service revenues of $1.4 million for the quarter and $9.2
million year-to-date. The increase in claims service revenues for the
first nine months of 2009 was partially offset by a decline in commission income
of $1.2 million. Organic claims service revenue growth in 2009 was 9%
in the third quarter and 12% during the first nine months, compared to the prior
year periods. The organic growth during these periods primarily
reflected increases in managed care revenues earned from existing clients and
new business. Managed care services include medical bill review,
access to our preferred provider network partnerships, pharmacy discounts and
nurse case management services. Claims service revenues also
increased as a result of our June 2008 acquisition of PMA Management Corp. of
New England, Inc. The year-to-date decline in commission income was
mainly the result of continued soft pricing in excess workers’ compensation
business. Commission income is primarily derived from producing
excess workers’ compensation business and providing program administrator
services to self-insured clients.
Expenses
Operating
expenses increased to $19.0 million in the third quarter of 2009, up from $16.9
million in the third quarter of 2008. Year-to-date operating expenses
increased to $54.7 million, compared to $46.2 million during the same period
last year. The increases in operating expenses primarily reflected
additional expenses incurred in connection with the growth of our claims
services revenues. Commission expenses in the third quarter and first
nine months of 2009 were $1.5 million and $4.1 million, compared to $1.3 million
and $4.5 million for the third quarter and first nine months of
2008.
Corporate
and Other
The
Corporate and Other segment primarily includes corporate expenses and debt
service. Corporate and Other reported net expenses of $4.8 million
during the third quarter of 2009, compared to $5.3 million during the same
period last year. Net expenses were $14.9 million during the first
nine months of 2009, compared to $15.8 million during the first nine months of
2008. The decreases in net expenses in 2009 related primarily to
lower stock-based compensation expense and lower interest expense on variable
rate debt.
28
Discontinued
Operations
Discontinued
operations includes the results of our reinsurance and excess and surplus lines
businesses from which we withdrew in November 2003 and May 2002,
respectively.
On
October 30, 2009, we amended the terms of the Stock Purchase Agreement related
to the sale of our Run-off Operations to extend the termination date of the
Agreement
to December 31, 2009, or such later date as the parties may mutually
agree. On
November 3, 2009, additional information regarding the Form A was filed with the
Pennsylvania Insurance Department. For additional
information regarding the revised terms of the sale which remain subject to the
approval of the Department, see Note 4, “Discontinued Operations,” to our
Unaudited Condensed Consolidated Financial Statements.
Summarized
financial results from discontinued operations, which are reported as a single
line, net of tax, below income from continuing operations in our Condensed
Consolidated Statements of Operations, were as follows:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
premiums earned
|
$ | (2 | ) | $ | 517 | $ | 2,288 | $ | 1,554 | |||||||
Net
investment income
|
(1,066 | ) | (663 | ) | (2,881 | ) | (986 | ) | ||||||||
Net
realized investment gains (losses)
|
312 | 107 | (313 | ) | 138 | |||||||||||
(756 | ) | (39 | ) | (906 | ) | 706 | ||||||||||
Losses
and loss adjustment expenses
|
(175 | ) | 10,201 | 1,864 | 20,031 | |||||||||||
Acquisition
expenses
|
104 | (146 | ) | 1,423 | 107 | |||||||||||
Operating
expenses
|
2,101 | 2,054 | 7,075 | 6,788 | ||||||||||||
Valuation
adjustment
|
(2,722 | ) | (8,594 | ) | (9,281 | ) | (18,624 | ) | ||||||||
(692 | ) | 3,515 | 1,081 | 8,302 | ||||||||||||
Income
tax benefit
|
(24 | ) | (1,244 | ) | (696 | ) | (2,659 | ) | ||||||||
Loss
from discontinued operations, net of tax
|
$ | (40 | ) | $ | (2,310 | ) | $ | (1,291 | ) | $ | (4,937 | ) | ||||
The losses from discontinued operations in the first nine months of 2009 and 2008 related primarily to adverse loss development. Primarily as a result of the adverse loss development, we estimated that the cash to be received, or the estimated sale proceeds, and the value of the promissory note to be received at closing would each be reduced to zero. For both the three- and nine-month periods ended September 30, 2009 and 2008, the valuation adjustment reflects activity at the discontinued operations which is not expected to affect the sale proceeds at closing. The activity in the valuation adjustment has been partially offset by reductions to the cash amount expected to be received at closing.
Loss
Reserves
At
September 30, 2009, we estimated that under all insurance policies and
reinsurance contracts issued by our ongoing insurance business, our liability
for unpaid losses and LAE for all events that occurred as of September 30, 2009
was $1.3 billion. This amount included estimated losses from claims
plus estimated expenses to settle claims. Our estimate also included
estimated amounts for losses occurring on or prior to September 30, 2009 that
had not yet been reported to us.
Unpaid
losses and LAE reflect management’s best estimate of future amounts needed to
pay claims and related settlement costs with respect to insured events which
have occurred, including events that have not been reported to
us. Due to the “long-tail” nature of a significant portion of our
business, in many cases, significant periods of time, ranging up to several
years or more, may elapse between the occurrence of an insured loss, the
reporting of the loss to us and our payment of that loss. We define
long-tail business as those lines of business in which a majority of coverage
involves average loss payment lags of several years beyond the expiration of the
policy. Our primary long-tail line is our workers’ compensation
business. This business is subject to more unforeseen development
than shorter tailed lines of business. As part of the process for
determining our unpaid losses and LAE, various actuarial models are used that
analyze historical data and consider the impact of current developments and
trends, such as trends in claims severity and frequency and claims settlement
trends. Also considered are legal developments, regulatory trends,
legislative developments, changes in social attitudes and economic
conditions.
29
Estimating
reserves for asbestos and environmental exposures continues to be difficult
because of several factors, including: (i) evolving methodologies for the
estimation of the liabilities; (ii) lack of reliable historical claim data;
(iii) uncertainties with respect to insurance and reinsurance coverage related
to these obligations; (iv) changing judicial interpretations; and (v) changing
government standards. We believe that our reserves for asbestos and
environmental claims have been appropriately established based upon known facts,
existing case law and generally accepted actuarial
methodologies. However, the potential exists for changes in federal
and state standards for clean-up and liability and changing interpretations by
courts resulting from the resolution of coverage issues. Coverage
issues in cases in which we are a party include disputes concerning proof of
insurance coverage, questions of allocation of liability and damages among the
insured and participating insurers, assertions that asbestos claims are not
products or completed operations claims subject to an aggregate limit and
contentions that more than a single occurrence exists for purposes of
determining the available coverage. Therefore, our ultimate exposure
for these claims may vary significantly from the amounts currently recorded,
resulting in potential future adjustments that could be material to our
financial condition, results of operations and liquidity.
We
believe that our unpaid losses and LAE are fairly stated at September 30,
2009. However, estimating the ultimate claims liability is
necessarily a complex and judgmental process inasmuch as the amounts are based
on management’s informed estimates, assumptions and judgments using data
currently available. As additional experience and data become
available regarding claims payment and reporting patterns, legal and legislative
developments, judicial theories of liability, the impact of regulatory trends on
benefit levels for both medical and indemnity payments, changes in social
attitudes and economic conditions, the estimates are revised
accordingly. If our ultimate losses, net of reinsurance, prove to
differ substantially from the amounts recorded at September 30, 2009, then the
related adjustments could have a material adverse impact on our financial
condition, results of operations and liquidity.
Discontinued
Operations
At
September 30, 2009, our estimate for unpaid losses and LAE for such amounts
recorded as liabilities of discontinued operations was $193
million.
Reinsurers
are dependent on their ceding companies for reporting information regarding
incurred losses. The nature and extent of information provided to
reinsurers may vary depending on the ceding company as well as the type of
reinsurance purchased by the ceding company. Ceding companies may
also independently adjust their reserves over time as they receive additional
data on claims and go through their own actuarial process for evaluating
reserves. For casualty lines of reinsurance, significant periods of
time may elapse between when a loss is incurred and reported by the ceding
company’s insured, the investigation and recognition of such loss by the ceding
insurer, and the reporting of the loss and evaluation of coverage by a
reinsurer. As all of our reinsurance business was produced through
independent brokers, an additional lag occurs because the ceding companies
report their experience to the placing broker, who then reports such information
to us on our reinsurance business. Because of these time lags, and
because of the variability in reserving and reporting by ceding companies, it
takes longer for reinsurers to find out about reported claims than for primary
insurers and such claims are subject to more unforeseen development and
uncertainty.
We rely
on various data in making our estimate of loss reserves for
reinsurance. As described above, we receive certain information from
ceding companies through reinsurance brokers. We assess the quality
and timeliness of claims reporting by our ceding companies. We also
may supplement the reported information by requesting additional information and
conducting reviews of certain of our ceding companies’ reserving and reporting
practices. We also review our internal operations to assess our
capabilities to timely receive and process reported claims information from
ceding companies. We assess our claims data and loss projections in
light of historical trends of claims developments, claims payments, and also as
compared to industry data as a means of noticing unusual trends in claims
development or payment. Based on the data reported by ceding
companies, the results of the reviews and assessments noted above, as well as
actuarial analysis and judgment, we develop our estimate of reinsurance
reserves.
In the
ordinary course of the claims review process, we independently verify that
reported claims are covered under the terms of the reinsurance policy or treaty
purchased by the ceding company. In the event that we do not believe
coverage has been provided, we will deny payment for such
claims. Most reinsurance contracts contain a dispute resolution
process that relies on arbitration to resolve any contractual
differences.
We
believe that the potential for adverse reserve development is increased because
our former reinsurance business is in run-off and we no longer have ongoing
business relationships with most of our ceding companies. As a
result, to the extent that there are disputes with our ceding companies over
claims coverage or other issues, we believe that it is more likely that we
30
will be
required to arbitrate these disputes. Although we believe that we
have incorporated this potential in our reserve analyses, we also believe that
as a result of the nature of the reinsurance business and the fact that the
reinsurance business is in run-off, there exists a greater likelihood that
reserves may develop adversely in this business.
For
additional discussion of loss reserves and reinsurance, see discussion beginning
on pages 10, 44 and 58 of our 2008 Form 10-K.
LIQUIDITY
AND CAPITAL RESOURCES
Liquidity
is a measure of an entity’s ability to secure sufficient cash to meet its
contractual obligations and operating needs. Our insurance operations
generate cash by writing insurance policies and collecting
premiums. The cash generated is used to pay losses and LAE as well as
acquisition and operating expenses. Any excess cash is invested and
earns investment income. Our fee-based businesses generate cash by
providing services to clients. The cash generated is used to pay
operating expenses, including commissions to sub-producers.
Net cash
flows related to operating activities were as follows:
Nine
Months Ended
|
||||||||
September
30,
|
||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
||||||
Net
cash flows provided by (used in) operating activities
from:
|
||||||||
Continuing
Operations
|
$ | 73,726 | $ | 21,028 | ||||
Discontinued
Operations
|
(52,947 | ) | (67,809 | ) | ||||
$ | 20,779 | $ | (46,781 | ) | ||||
The increase in net cash flows provided by operating activities from continuing operations primarily reflected the commutation of a reinsurance agreement at The PMA Insurance Group, which resulted in cash received of $43.9 million. For additional information regarding the commutation, see Note 7, “Reinsurance,” to our Unaudited Condensed Consolidated Financial Statements. Net cash flows used in operating activities from discontinued operations decreased as a result of a lower amount of losses and LAE paid during the nine months ended September 30, 2009, compared to the same period last year.
We expect
that the cash flows generated from the operating activities of The PMA Insurance
Group and our Fee-based Business will be positive for the foreseeable future as
we anticipate premium and other service revenue collections to exceed losses and
LAE and expense payments. We intend to invest these positive cash
flows and earn investment income.
At the
holding company level, our primary sources of liquidity are dividends and tax
payments received from subsidiaries and capital raising
activities. Dividends payable by our regulated insurance subsidiaries
are limited by applicable state regulations. Capital raising
activities are subject to market conditions and may not provide satisfactory
liquidity, especially at times of severe disruptions or dislocations in the
capital markets. We utilize cash to pay debt obligations, including
interest costs, taxes to the federal government, corporate expenses and, at the
discretion of our Board of Directors, dividends to shareholders. At
September 30, 2009, we had $33.7 million of cash and short-term investments at
our holding company and non-regulated subsidiaries, which we believe combined
with our other capital sources, will continue to provide us with sufficient
funds to meet our foreseeable ongoing expenses and interest
payments. We do not currently pay dividends on our Class A Common
Stock.
As a result of our
decision to exit from the reinsurance and excess and surplus lines of business,
we expect that our discontinued operations will continue to use cash from
operating activities to pay losses and LAE and other expenses. Subject
to the Pennsylvania Insurance Department’s approval of the sale of our Run-off
Operations under the revised terms, we would make a capital contribution of $13
million at the closing of the sale. This contribution will include
cash of $3 million and a note payable in two equal installments of $5 million in
2010 and 2011. The revised terms also include capital support
agreements provided by us to the Run-off Operations in the event that its
payments on claims in the excess workers’ compensation and certain excess
liability (occurrence) lines of business exceed certain pre-established
limits. Such support
31
is
limited to an amount not to exceed $46 million and any payments with respect to
the supported lines of business are not expected to commence until 2018 and may
extend to 2052.
Our
principal insurance subsidiaries which comprise The PMA Insurance Group (the
“Pooled Companies”) have the ability to pay $31.8 million in dividends to the
holding company during 2009 without the prior approval of the Pennsylvania
Insurance Department. In considering their future dividend policy,
the Pooled Companies will evaluate, among other things, the impact of paying
dividends on their financial strength ratings. The Pooled Companies
had statutory surplus of $385.1 million as of September 30, 2009, including
$10.0 million relating to surplus notes.
Net tax
payments received from subsidiaries were $5.8 million during the third quarter
of 2009, compared to $3.1 million during the same period last
year. Net tax payments received from subsidiaries during the first
nine months of 2009 were $13.0 million, compared to $10.9 million for the same
period in 2008.
As of
September 30, 2009, our total outstanding debt was $129.4 million, which was the
same as the amount carried at December 31, 2008. We incurred interest
expense of $2.4 million during the third quarter of 2009, compared to $2.7
million during the same period last year. Interest expense for the
first nine months of 2009 totaled $7.4 million, compared to $8.2 million during
the first nine months of 2008. We paid interest of $2.4 million
during the third quarter of 2009, compared to $2.7 million during the same
period last year. We paid $7.4 million in interest through the first
nine months of 2009, compared to $8.3 million during the first nine months of
2008. The reductions in interest expense and interest paid for the
third quarter and first nine months of 2009, compared to the same periods last
year, were due to lower interest rates on our variable rate debt. We
expect to pay interest of $2 million for the remainder of 2009.
Liquidity
requirements are met primarily through operating cash flows and by maintaining a
portfolio with maturities that reflect our estimates of future cash flow
requirements. Our investment strategy includes setting guidelines for
asset quality standards, allocating assets among investment types and issuers,
and other relevant criteria for our portfolio. In addition, invested
asset cash flows, which include both current interest income received and
investment maturities, are structured to consider projected liability cash flows
of loss reserve payouts that are based on actuarial models. Property
and casualty claim demands are somewhat unpredictable in nature and require
liquidity from the underlying invested assets. Our invested assets
are structured to emphasize current investment income while maintaining
appropriate portfolio quality and diversity.
Investment
grade fixed income securities, substantially all of which are publicly traded,
constitute substantially all of our invested assets. The fair values
of these investments are subject to fluctuations in interest
rates. Although we have structured our investment portfolio to
provide an appropriate matching of maturities with anticipated claims payments,
if we decide or are required in the future to sell securities in a rising
interest rate environment, then we would expect to incur losses from such
sales. As of September 30, 2009, the duration of our investments that
support the insurance reserves was 4.2 years and the duration of our insurance
reserves was 3.7 years. The difference in the duration of our
investments and our insurance reserves reflects our decision to maintain longer
asset duration in order to enhance overall yield, while maintaining a high
overall credit quality.
INVESTMENTS
At
September 30, 2009, our investments were carried at a fair value of $901.8
million and had a cost or amortized cost of $879.9 million. The
average credit quality of our portfolio was AA+. All but three of our
fixed income securities were publicly traded and rated by at least one
nationally recognized credit rating agency. At September 30, 2009,
all but nine of the publicly traded securities in our fixed income portfolio
were of investment grade credit quality. The nine below investment
grade securities had an aggregate fair value of $9.1 million and a net
unrealized gain of $608,000.
At
September 30, 2009, $400.4 million, or 44% of our investment portfolio, was
invested in mortgage-backed and other asset-backed securities (“structured
securities”). Of this $400.4 million, $81.4 million, or 20% of our
structured securities, were commercial mortgage-backed securities
(“CMBS”). The CMBS were carried at 93% of their combined amortized
cost at September 30, 2009. All of the CMBS in our portfolio were
either the senior or super senior tranches of their respective mortgage pools,
and had a weighted average life of 5.9 years and an average credit quality of
AAA. During the first nine months of 2009, the CMBS generated cash
flows which totaled $7.4 million of principal paydowns from their underlying
mortgages. On a weighted average basis, the CMBS we hold have a
current credit support of 30% of the par of the securities, and 7% of the
underlying pool collateral is delinquent. We reduced our CMBS
portfolio from 17% of our consolidated portfolio at December 31, 2008 to 9% at
September 30, 2009 through sales of securities in the open market during the
second and third quarters of 2009. The CMBS sold during the second
quarter, which related to the other than
32
temporary
impairments discussed below, had a total par value of $45.9
million. In the third quarter, we sold CMBS with a total par value of
$19.2 million, at an average price which equaled 91% of their combined amortized
cost.
We hold
$256.7 million, or 64% of our structured securities, of residential
mortgage-backed pools and collateralized mortgage obligations issued by either
U.S. Government Agencies or U.S. Government Sponsored Enterprises
(“GSE”).
We also
hold $10.4 million, or 3% of our structured securities, in residential
mortgage-backed securities whose underlying collateral was either a sub-prime or
alternative A mortgage. The $10.4 million, which includes $9.0
million of alternative A collateral and $1.4 million of sub-prime collateral,
had an estimated weighted average life of 3.2 years, with $603,000 of that
balance expected to pay off within one year, and an average credit quality of
AAA-. Based upon the quality of the collateral and short average life
of these securities, we do not expect to incur material losses of principal from
these securities.
The
investment portfolio also held securities with a fair value of $31.4 million, or
3% of our investment portfolio, whose credit ratings were enhanced by various
financial guaranty insurers. Of the credit enhanced securities, $12.7
million were asset-backed securities with a weighted average life of 2.7 years
and whose underlying collateral had an imputed internal rating of
A. None of these securities were wrapped asset-backed security
collateralized debt obligation exposures.
The net
unrealized gain on our investments at September 30, 2009 was $21.9 million, or
2% of the cost or amortized cost basis. The net unrealized gain
included gross unrealized gains of $31.3 million and gross unrealized losses of
$9.4 million.
For all
but three securities, which were carried at a fair value of $2.1 million at
September 30, 2009, we determined the fair value of fixed income securities from
prices obtained in the public markets. Prices obtained in the public
market include quoted prices that are readily and regularly available in an
active market, market values generated by external pricing models that vary by
asset class and incorporate available trade, bid and other market information,
as well as price quotes from other well-established independent market
sources. For the three securities whose prices were not obtained from
the public markets, which included two privately placed 18-month construction
bridge loans with no secondary market and one private placement whose principal
is backed and guaranteed at maturity by discounted GSE securities, we utilized a
discounted cash flow valuation model to approximate their current fair
value.
Net
realized investment gains (losses) were comprised of the following:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(dollar
amounts in thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Sales
of investments:
|
||||||||||||||||
Realized
gains
|
$ | 3,608 | $ | 1,411 | $ | 9,004 | $ | 5,577 | ||||||||
Realized
losses
|
(2,813 | ) | (193 | ) | (2,994 | ) | (1,385 | ) | ||||||||
Other
than temporary impairments
|
- | (9,147 | ) | (4,938 | ) | (9,147 | ) | |||||||||
Other
|
- | - | - | (28 | ) | |||||||||||
Net
realized investment gains (losses)
|
$ | 795 | $ | (7,929 | ) | $ | 1,072 | $ | (4,983 | ) | ||||||
The
remaining impairments recorded in the first nine months of 2009 consisted of
three structured securities and one real estate investment trust
security. The one security, a non-agency residential mortgage-backed
security with alternative A mortgage collateral, incurred an other than
temporary credit loss because it was determined the present value of the future
cash flows expected to be received over the security’s expected remaining life
fell below its amortized cost. The security was sold in the third
quarter. Our intent is to sell the remaining securities once market
conditions allow. For additional
33
information
regarding our review of other than temporary declines in fair value below cost
or amortized cost of our investments, see Note 5, “Investments,” to our
Unaudited Condensed Consolidated Financial Statements.
The gross
realized gains from sales of investments for the three and nine months ended
September 30, 2009 were generated in order to minimize the statutory capital
charge associated with the planned reduction of our CMBS
exposure. The gross realized gains and losses on sales of investments
for the three and nine months ended September 30, 2008 primarily related to
general duration management trades, which focused on maintaining our bias
towards shorter duration and higher credit quality securities in the investment
portfolio.
As of
September 30, 2009, our investment portfolio had gross unrealized losses of $9.4
million. For securities that were in an unrealized loss position at
September 30, 2009, the length of time that such securities were in an
unrealized loss position, as measured by their month-end fair value, was as
follows:
Percentage
|
||||||||||||||||||||
Cost
or
|
Gross
|
Fair
Value to
|
||||||||||||||||||
Number
of
|
Fair
|
Amortized
|
Unrealized
|
Cost
or
|
||||||||||||||||
(dollar
amounts in millions)
|
Securities
|
Value
|
Cost
|
Loss
|
Amortized
Cost
|
|||||||||||||||
Fixed
maturities available for sale
|
||||||||||||||||||||
Less
than 6 months
|
1 | $ | 11.9 | $ | 11.9 | $ | - | 100 | % | |||||||||||
6
to 9 months
|
1 | 0.0 | 0.0 | - | 100 | % | ||||||||||||||
12
months or more
|
45 | 117.7 | 126.7 | (9.0 | ) | 93 | % | |||||||||||||
Subtotal
|
47 | 129.6 | 138.6 | (9.0 | ) | 94 | % | |||||||||||||
U.S.
Treasury and Agency securities
|
2 | 2.0 | 2.1 | (0.1 | ) | 95 | % | |||||||||||||
Total
fixed maturities available for sale
|
49 | $ | 131.6 | $ | 140.7 | $ | (9.1 | ) | 94 | % | ||||||||||
Other
investments
|
||||||||||||||||||||
Less
than 6 months
|
1 | $ | 2.7 | $ | 2.7 | $ | - | 100 | % | |||||||||||
12
months or more
|
7 | 6.4 | 6.7 | (0.3 | ) | 96 | % | |||||||||||||
Total
other investments
|
8 | $ | 9.1 | $ | 9.4 | $ | (0.3 | ) | 97 | % | ||||||||||
Total
investments
|
57 | $ | 140.7 | $ | 150.1 | $ | (9.4 | ) | 94 | % | ||||||||||
34
As of
September 30, 2009, our fixed income investment portfolio had gross unrealized
losses of $9.1 million. For securities that were in an unrealized
loss position at September 30, 2009, the credit quality of such securities, as
measured by their month-end fair value, was as follows:
Gross
|
Percentage
|
|||||||||||||||||
Fair
|
Amortized
|
Unrealized
|
of
the Total Gross
|
|||||||||||||||
(dollar
amounts in millions)
|
Value
|
Cost
|
Loss
|
Unrealized
Loss
|
||||||||||||||
U.S.
Treasury securities and AAA
|
$ | 102.2 | $ | 109.6 | $ | (7.4 | ) | 81 | % | |||||||||
AA
|
2.5 | 2.7 | (0.2 | ) | 2 | % | ||||||||||||
A | 11.9 | 12.6 | (0.7 | ) | 8 | % | ||||||||||||
BBB
|
12.7 | 13.4 | (0.7 | ) | 8 | % | ||||||||||||
Below
investment grade
|
2.3 | 2.4 | (0.1 | ) | 1 | % | ||||||||||||
Total
|
$ | 131.6 | $ | 140.7 | $ | (9.1 | ) | 100 | % | |||||||||
The contractual maturities of fixed maturities available for sale in an unrealized loss position at September 30, 2009 were as follows:
Gross
|
Percentage
|
|||||||||||||||||
Fair
|
Amortized
|
Unrealized
|
Fair
Value to
|
|||||||||||||||
(dollar
amounts in millions)
|
Value
|
Cost
|
Loss
|
Amortized
Cost
|
||||||||||||||
2010-2013 | $ | 3.0 | $ | 3.0 | $ | - | 100 | % | ||||||||||
2014-2018 | 2.0 | 2.1 | (0.1 | ) | 95 | % | ||||||||||||
2019
and thereafter
|
12.0 | 12.4 | (0.4 | ) | 97 | % | ||||||||||||
Non-agency
mortgage and other asset-backed securities
|
112.6 | 121.1 | (8.5 | ) | 93 | % | ||||||||||||
Subtotal
|
129.6 | 138.6 | (9.0 | ) | 94 | % | ||||||||||||
U.S.
Treasury and Agency securities
|
2.0 | 2.1 | (0.1 | ) | 95 | % | ||||||||||||
Total
|
$ | 131.6 | $ | 140.7 | $ | (9.1 | ) | 94 | % | |||||||||
Discontinued Operations
At
September 30, 2009, the fair value of the investment portfolio at our
discontinued operations was $100.3 million, which included accrued investment
income of $582,000 related to trading securities in the portfolio, and had an
amortized cost of $98.3 million. At September 30, 2009, 51% of the
investment portfolio was comprised of short-term investments.
OTHER
MATTERS
Comparison
of SAP and GAAP Results
Results
presented in accordance with GAAP vary in certain respects from results
presented in accordance with statutory accounting practices prescribed or
permitted by the Pennsylvania Insurance Department (collectively
“SAP”). Prescribed SAP includes state laws, regulations and general
administrative rules, as well as a variety of National Association of Insurance
Commissioners publications. Permitted SAP encompasses all accounting
practices that are not prescribed. Our domestic insurance
subsidiaries use SAP to prepare various financial reports for use by insurance
regulators.
Recent
Accounting Pronouncements
Refer to
Note 2-B to the Unaudited Condensed Consolidated Financial Statements for
information regarding recent accounting pronouncements that may impact
us.
Critical
Accounting Estimates
Our
critical accounting estimates can be found beginning on page 57 of our 2008 Form
10-K.
35
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
report contains forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995 with respect to the Company’s business, financial
condition and results of operations and the plans and objectives of its
management. Forward-looking statements can generally be identified by
use of forward-looking terminology such as “may,” “will,” “plan,” “expect,”
“intend,” “anticipate,” “should” and “believe.” These forward-looking
statements may include estimates, assumptions or projections and are based on
currently available financial, industry, competitive and economic data and our
current operating plans. All forward-looking statements are subject
to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by the forward-looking statements.
The
factors that could cause actual results to differ materially from those in the
forward-looking statements, include, but are not limited to:
·
|
adequacy
of reserves for claim liabilities, including reserves for potential
environmental and asbestos claims;
|
·
|
any
future lowering or loss of one or more of our financial strength and debt
ratings, and the adverse impact that any such downgrade may have on our
ability to compete and to raise capital, and our liquidity and financial
condition;
|
·
|
adequacy
and collectibility of reinsurance that we
purchase;
|
·
|
uncertainty
as to the price and availability of reinsurance on business we intend to
write in the future, including reinsurance for terrorist
acts;
|
·
|
the
effects of emerging claims and coverage issues, including changing
judicial interpretations of available coverage for certain insured
losses;
|
·
|
the
success with which our independent agents and brokers sell our products
and our ability to collect payments from
them;
|
·
|
legislative
and regulatory changes that affect the cost of, or demand for, our
products or otherwise affect our ability to conduct business, including
any future action with respect to our business taken by the Pennsylvania
Insurance Department and any future action taken by the federal government
with respect to regulation of the insurance
industry;
|
·
|
our
concentration in workers’ compensation insurance, which makes us
particularly susceptible to adverse changes in that industry
segment;
|
·
|
our
ability to consummate the sale of our Run-off Operations in a timely
manner as previously described;
|
·
|
severity
of natural disasters and other catastrophes, including the impact of
future acts of terrorism, in connection with insurance and reinsurance
policies;
|
·
|
uncertainties
related to possible terrorist activities or international hostilities and
whether the Terrorism Risk Insurance Program Reauthorization Act of 2007
is extended beyond its December 31, 2014 termination
date;
|
·
|
our
ability to effectively compete in the highly competitive property and
casualty insurance industry;
|
·
|
adverse
economic or regulatory developments in the eastern part of the United
States, particularly those affecting Pennsylvania, New York and New
Jersey;
|
·
|
fluctuations
in interest rates and other events that can adversely impact our
investment portfolio;
|
·
|
disruptions
in the financial markets that affect the value of our investment portfolio
and our ability to sell our
investments;
|
·
|
our
ability to repay our indebtedness;
|
·
|
our
ability to raise additional capital on financially favorable terms when
required;
|
·
|
restrictions
on our operations contained in any document governing our
indebtedness;
|
·
|
the
impact of future results on the value of recorded goodwill and other
intangible assets and the recoverability of our deferred tax
asset;
|
·
|
our
ability to attract and retain qualified management
personnel;
|
·
|
the
outcome of any litigation against
us;
|
·
|
provisions
in our charter documents that can inhibit a change in control of our
company; and
|
·
|
other
factors or uncertainties disclosed from time to time in our filings with
the Securities and Exchange
Commission.
|
You
should not place undue reliance on any forward-looking statements that we
make. All forward-looking statements made in this Form 10-Q reflect
our views on the date of this report. Forward-looking statements are
not generally required to be publicly revised as circumstances change and we do
not intend to update the forward-looking statements in this Form 10-Q to reflect
circumstances after the date of this report or to reflect the occurrence of
unanticipated events.
36
There has
been no material change regarding our market risk position from the information
provided on page 66 of our 2008 Form 10-K.
Item
4. Controls and Procedures.
As of the
end of the period covered by this report, we, under the supervision and with the
participation of our management, including our President and Chief Executive
Officer and our Executive Vice President and Chief Financial Officer, carried
out an evaluation of the effectiveness of our disclosure controls and procedures
as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of
1934, as amended. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective as of the end of the period covered by this report to
ensure that information we are required to disclose in reports that are filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms specified by the U.S.
Securities and Exchange Commission and is accumulated and communicated to our
management, including our Chief Executive Officer and our Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure. During the period covered by this report, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Part
II. Other Information
Item
1A. Risk Factors.
There
have been no material changes to the risk factors disclosed in “Item 1A. Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31,
2008.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
Issuer
Purchase of Equity Securities
Period
|
Total
Number of
Shares
Purchased (1)
|
Average
Price
Paid
per Share
|
Total
Number of Shares
Purchased
as Part of
Publicly
Announced Plans
or
Programs
|
Approximate
Dollar
Value
of Shares that
May
Yet Be Purchased
Under
Publicly
Announced
Plans or
Programs
|
||||||||||||
7/1/09-7/31/09
|
- | $ | - | - | - | |||||||||||
8/1/09-8/31/09
|
324 | 5.51 | - | - | ||||||||||||
9/1/09-9/30/09
|
- | - | - | - | ||||||||||||
Total
|
324 | $ | 5.51 | |||||||||||||
(1)
|
Transactions
represent shares of Class A Common Stock withheld by the Company, at the
election of employees, pursuant to the Company’s 2007 Omnibus Incentive
Compensation Plan, to satisfy such employees’ tax obligations upon vesting
of restricted stock awards. The price per share equals the
closing price of the Company’s Class A Common Stock on the vesting
date.
|
Item
6. Exhibits.
The
Exhibits are listed in the Exhibit Index on page 39.
37
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
PMA
CAPITAL CORPORATION
|
|||
Date: November
6, 2009
|
By: /s/
William E. Hitselberger
|
||
William
E. Hitselberger
|
|||
Executive
Vice President and
|
|||
Chief
Financial Officer
|
|||
(Principal
Financial
Officer)
|
38
Exhibit No.
|
Description of Exhibit
|
Method of Filing
|
|
(2)
|
Fifth
Amendment to Stock Purchase Agreement among PMA Capital Corporation and
Armour Reinsurance Group Limited
|
Filed
herewith.
|
|
(4)
|
Instruments
Defining the Rights of Security Holders, Including
Indentures:
|
||
4.1
|
Section
382 Rights Agreement, dated August 6, 2009, between PMA Capital
Corporation and American Stock Transfer & Trust Company,
LLC
|
Filed
as Exhibit 1 to the Company’s Form 8-A filed on August 7, 2009
and incorporated herein by reference.
|
|
4.2
|
Second
Amendment to Rights Agreement, dated August 6, 2009, to the Rights
Agreement, dated May 3, 2000, between PMA Capital Corporation and American
Stock Transfer & Trust Company, LLC
|
Filed
as Exhibit 1 to the Amendment No. 1 to the Company’s
Form 8-A/A filed on August 7, 2009 and incorporated herein by
reference.
|
|
(31)
|
Rule
13a - 14(a)/15d - 14(a) Certifications:
|
||
Certification
of Chief Executive Officer Pursuant to Rules 13a -14(a) and 15d - 14(a) of
the Securities Exchange Act of 1934
|
Filed
herewith.
|
||
Certification
of Chief Financial Officer Pursuant to Rules 13a -14(a) and 15d - 14(a) of
the Securities Exchange Act of 1934
|
Filed
herewith.
|
||
(32)
|
Section
1350 Certifications:
|
||
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Furnished
herewith.
|
||
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Furnished
herewith.
|