Attached files
file | filename |
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EX-31.2 - CRM Holdings, Ltd. | ex31-2.htm |
EX-32.2 - CRM Holdings, Ltd. | ex32-2.htm |
EX-32.1 - CRM Holdings, Ltd. | ex32-1.htm |
EX-31.1 - CRM Holdings, Ltd. | ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
ý
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
SECURITIES
EXCHANGE ACT OF 1934
|
||
For
the quarterly period ended March 31, 2010
|
||
OR
|
||
o
|
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: 001-32705
CRM
Holdings, Ltd.
(Exact
name of registrant as specified in its charter)
Bermuda
|
98-0521707
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
PO
Box HM 2062, Hamilton HM HX, Bermuda
|
Not
Applicable
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(441)
295-6689
(Registrant’s
telephone number, including area code)
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 þ 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 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
¨
Non-accelerated
filer ¨(Do not
check if a smaller reporting
company)
Smaller reporting company þ
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes ¨ No
þ
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Class
|
Outstanding
at May 6, 2010
|
|
Common
Shares, $0.01 par value per share
|
16,649,377
shares
|
|
Class
B Shares, $0.01 par value per share
|
395,000
shares
|
TABLE
OF CONTENTS
PAGE:
Part
I. Financial Information
|
1
|
Item
1. Financial Statements
|
1
|
Item
2. Management’s Discussion and Analysis of Financial Results of
Operations
|
22
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
39
|
Item
4. Controls and Procedures
|
39
|
Part
II. Other Information
|
40
|
Item
1. Legal Proceedings
|
40
|
Item
1A. Risk factors
|
40
|
Item
6. Exhibits
|
40
|
PART
I. FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
CRM
Holdings, Ltd.
Consolidated
Balance Sheets
Unaudited
March
31, 2010
|
December
31, 2009
|
|||||||
(Dollars
in thousands)
|
||||||||
Assets
|
||||||||
Investments
|
||||||||
Fixed-maturity
securities, available-for-sale
(amortized
cost $295,101 and $275,480)
|
$ | 298,144 | $ | 276,593 | ||||
Short-term
investments
|
4,953 | 4,893 | ||||||
Investment
in unconsolidated subsidiary
|
1,083 | 1,083 | ||||||
Total
investments
|
304,180 | 282,569 | ||||||
Cash
and cash equivalents
|
||||||||
Cash
and cash equivalents
|
20,301 | 44,087 | ||||||
Restricted
cash and cash equivalents
|
4,022 | 5,922 | ||||||
Total
cash and cash equivalents
|
24,323 | 50,009 | ||||||
Accrued
interest receivable
|
2,589 | 2,542 | ||||||
Premiums
receivable, net
|
5,398 | 6,246 | ||||||
Reinsurance
recoverable and prepaid reinsurance
|
126,562 | 123,767 | ||||||
Accounts
receivable, net
|
2,413 | 3,178 | ||||||
Deferred
policy acquisition costs
|
811 | 758 | ||||||
Current
income taxes, net
|
5,217 | 6,979 | ||||||
Other
intangible assets, net
|
397 | 436 | ||||||
Prepaid
expenses
|
2,362 | 3,675 | ||||||
Other
assets
|
2,672 | 2,788 | ||||||
Total
assets
|
$ | 476,924 | $ | 482,947 | ||||
Liabilities
and shareholders’ equity
|
||||||||
Reserve
for losses and loss adjustment expenses
|
$ | 320,763 | $ | 317,497 | ||||
Reinsurance
payable
|
22,312 | 20,357 | ||||||
Unearned
premiums
|
8,250 | 10,599 | ||||||
Long-term
debt
|
44,083 | 44,083 | ||||||
Other
liabilities
|
27,253 | 29,677 | ||||||
Total
liabilities
|
422,661 | 422,213 | ||||||
Contingencies
(Note 11)
|
||||||||
Common
shares
|
||||||||
Authorized
50 billion shares; $0.01 par value;
16.5
million common shares issued and outstanding
|
165 | 165 | ||||||
0.4
million Class B shares issued and outstanding
|
4 | 4 | ||||||
Additional
paid-in capital
|
71,209 | 71,057 | ||||||
Retained
deficit
|
(19,093 | ) | (11,215 | ) | ||||
Accumulated
other comprehensive income
|
1,978 | 723 | ||||||
Total
shareholders’ equity
|
54,263 | 60,734 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 476,924 | $ | 482,947 |
See
Notes to Consolidated Financial Statements.
1
CRM
Holdings, Ltd.
Consolidated
Statements of Operations and
Comprehensive
Loss Income (Unaudited)
Three
months ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(Amounts
in thousands, except per share data)
|
||||||||
Revenues
|
||||||||
Net
premiums
earned
|
$ | 13,638 | $ | 21,142 | ||||
Fee
income
|
270 | 1,674 | ||||||
Investment
income
|
2,811 | 3,250 | ||||||
Total
revenues
|
16,719 | 26,066 | ||||||
Expenses
|
||||||||
Losses
and loss adjustment
expenses
|
14,458 | 17,085 | ||||||
Policy
acquisition
costs
|
3,022 | 3,906 | ||||||
General
and administrative
expenses
|
6,516 | 15,565 | ||||||
Interest
expense
|
1,091 | 900 | ||||||
Total
expenses
|
25,087 | 37,456 | ||||||
Loss
from continuing operations before income
taxes
|
(8,368 | ) | (11,390 | ) | ||||
Tax
benefit from continuing
operations
|
(665 | ) | (3,204 | ) | ||||
Loss
from continuing
operations
|
(7,703 | ) | (8,186 | ) | ||||
Discontinued
operations
|
||||||||
Loss
from discontinued operations before income
taxes
|
(173 | ) | (297 | ) | ||||
Tax
provision (benefit) from discontinued
operations
|
2 | (94 | ) | |||||
Loss
on discontinued
operations
|
(175 | ) | (203 | ) | ||||
Net
Loss
|
$ | (7,878 | ) | $ | (8,389 | ) | ||
Loss
per share from continuing operations
|
||||||||
Basic
|
$ | (0.46 | ) | $ | (0.49 | ) | ||
Diluted
|
$ | (0.46 | ) | $ | (0.49 | ) | ||
Loss
per share from discontinued operations
|
||||||||
Basic
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
Diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
Net
loss per share
|
||||||||
Basic
|
$ | (0.47 | ) | $ | (0.50 | ) | ||
Diluted
|
$ | (0.47 | ) | $ | (0.50 | ) | ||
Weighted
average shares outstanding
|
||||||||
Basic
|
16,914 | 16,618 | ||||||
Diluted
|
16,914 | 16,618 | ||||||
Comprehensive
Loss
|
||||||||
Net
loss
|
$ | (7,878 | ) | $ | (8,389 | ) | ||
Other
comprehensive income
|
||||||||
Gross
unrealized investment holdings gains arising during the
period
|
2,304 | 1,407 | ||||||
Less
reclassification adjustment for realized gains included in net
loss
|
(373 | ) | (472 | ) | ||||
Income
tax provision on other comprehensive income
|
(676 | ) | (380 | ) | ||||
Total
other comprehensive
income
|
1,255 | 555 | ||||||
Total
comprehensive
loss
|
$ | (6,623 | ) | $ | (7,834 | ) |
See
Notes to Consolidated Financial Statements.
2
CRM
Holdings, Ltd.
Consolidated
Statements of Cash Flows (Unaudited)
Three
months ended
March
31,
|
||||||||
2010
|
2009
|
|||||||
(Dollars
in thousands)
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
loss
|
$ | (7,878 | ) | $ | (8,389 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities
|
||||||||
Depreciation
and amortization
|
179 | 209 | ||||||
Amortization
of unearned compensation, restricted stock
|
156 | 627 | ||||||
Amortization
of premiums and discounts on available-for-sale
investments
|
430 | 360 | ||||||
Net
realized gains on sale of available-for-sale investments
|
(373 | ) | (472 | ) | ||||
Write
off of uncollectible premiums receivable
|
243 | 834 | ||||||
Deferred
income taxes
|
(676 | ) | (306 | ) | ||||
Changes
in:
|
||||||||
Accrued
interest receivable
|
(47 | ) | 215 | |||||
Premiums
receivable, net
|
605 | 4,813 | ||||||
Reinsurance
recoverable and prepaid insurance
|
(2,795 | ) | (11,973 | ) | ||||
Accounts
receivable, net
|
693 | (243 | ) | |||||
Deferred
policy acquisition costs
|
(53 | ) | (20 | ) | ||||
Current
income taxes, net
|
1,762 | (2,993 | ) | |||||
Prepaid
expenses
|
1,302 | (414 | ) | |||||
Other
assets
|
2 | (89 | ) | |||||
Reserve
for losses and loss adjustment expenses
|
3,266 | 15,264 | ||||||
Reinsurance
payable
|
1,955 | (5,257 | ) | |||||
Unearned
premiums
|
(2,349 | ) | (466 | ) | ||||
Other
liabilities
|
(3,431 | ) | 3,194 | |||||
Net
cash used in operating activities
|
(7,009 | ) | (5,106 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchases
of available-for-sale investments
|
(43,931 | ) | (52,728 | ) | ||||
Proceeds
from sales of available-for-sale investments
|
16,894 | 40,586 | ||||||
Proceeds
from maturities of available-for-sale investments
|
7,360 | 16,643 | ||||||
Net
purchase, sales and maturities for short-term investments
|
(60 | ) | (110 | ) | ||||
Decrease
(increase) in receivable for securities sold
|
72 | (27 | ) | |||||
Increase
in payable for investments purchased
|
1,007 | — | ||||||
Purchases
of fixed assets
|
(18 | ) | (15 | ) | ||||
Disposals
of fixed assets
|
3 | 19 | ||||||
Net
cash (used in) provided by investing activities
|
(18,673 | ) | 4,368 | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Change
in restricted cash and cash equivalents
|
1,900 | (125 | ) | |||||
Issuance
of common shares – share-based compensation
|
— | 33 | ||||||
Retirement
of common shares – share-based compensation
|
(4 | ) | (9 | ) | ||||
Net
cash provided by (used in) financing activities
|
1,896 | (101 | ) | |||||
Net
decrease in cash
|
(23,786 | ) | (839 | ) | ||||
Cash
and cash equivalents
|
||||||||
Beginning
|
44,087 | 28,044 | ||||||
Ending
|
$ | 20,301 | $ | 27,205 |
See
Notes to Consolidated Financial Statements.
3
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements
Note
1. Nature of Business and Significant Accounting
Policies
Organization
CRM
Holdings, Ltd. (CRM Holdings or the Company) is a Bermuda holding company and
100% owner of CRM USA Holdings Inc. (CRM USA Holdings), a United States holding
company, and Twin Bridges (Bermuda) Ltd. (Twin Bridges), a Bermuda company. The
Company’s legal domicile is Bermuda, the jurisdiction in which it is
incorporated.
CRM USA
Holdings has two principal subsidiaries, Compensation Risk Managers of
California, LLC (CRM CA), and Embarcadero Insurance Holdings, Inc.
(Embarcadero). Embarcadero has one principal operating subsidiary, Majestic
Insurance Company (Majestic), and has one dormant subsidiary, Great Western
Insurance Services, Inc. (Great Western).
CRM USA
Holdings has two other subsidiaries, Compensation Risk Managers, LLC (CRM) and
Eimar, LLC (Eimar), neither of which has active business operations. The results
of CRM and Eimar are reported as discontinued operations effective September 8,
2008, as more fully described in Note 2.
The
Company is a specialty provider of workers’ compensation insurance
products. The Company offers workers’ compensation insurance
coverage, reinsurance and fee-based management services for self-insured
entities. Workers’ compensation insurance coverage is offered to
employers in California, New York, New Jersey, Arizona, Nevada, and other
states. Reinsurance is underwritten from Bermuda, and fee-based
management services are currently provided to one self-insured entity in
California.
Basis
of Accounting and Principles of Consolidation
The
interim consolidated financial statements included in this report have been
prepared in accordance with accounting principles generally accepted in the
United States (GAAP) for interim financial information and with the instructions
to Securities and Exchange Commission (SEC) Form 10-Q and Article 10 of SEC
Regulation S-X. The principles for condensed interim financial information do
not require the inclusion of all the information and footnotes required by GAAP
for complete financial statements. These statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2009.
The
accompanying consolidated balance sheet at December 31, 2009 has been derived
from the audited financial statements included in the Company’s annual report on
Form 10-K for the year ended December 31, 2009. The accompanying consolidated
financial statements at March 31, 2010 and for the three months ended March 31,
2010 and 2009 have not been audited by an independent registered public
accounting firm in accordance with the standards of the Public Company
Accounting Oversight Board (United States), but in the opinion of management,
such financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the Company’s financial
position and results of operations. The results of operations and cash flows for
the three months ended March 31, 2010 may not be indicative of the results that
may be expected for the year ending December 31, 2010.
The
interim consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. The results of the fee-based operations of
CRM and Eimar are presented as discontinued operations in the consolidated
statements of operations. All significant inter-company transactions and
balances have been eliminated upon consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management
to adopt accounting policies and make estimates and assumptions that affect
certain reported amounts and disclosures. These estimates are inherently subject
to change, and actual results may ultimately differ materially from those
estimates.
Reclassification
Certain
prior period amounts have been reclassified to conform to the basis of
presentation used in 2010.
4
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Segment
Reporting
The
Company previously reported its results in four operating segments: primary
insurance (Majestic), reinsurance (Twin Bridges), fee-based management services
(CRM CA), and corporate and other (CRM Holdings, CRM USA Holdings and
Embarcadero). Effective January 1, 2010, the Company has reflected changes in
segment reporting and no longer reports multiple segments. The change from
reporting four reportable segments to a single segment reflects the Company’s
current business activities and organizational changes.
The
changes in segment reporting include the Company’s primary insurance and
reinsurance segments, Majestic and Twin Bridges, being aggregated into a single
“risk-bearing” segment in accordance with the framework established by segment
reporting guidance. Twin Bridges is reinsuring only risk underwritten at
Majestic, both use independent agents/brokers to underwrite business, and both
Majestic and Twin Bridges, as insurance companies, share a similar regulatory
environment. Further, the operations of the Company’s fee-based segment, CRM CA,
have continued to decline, and at March 31, 2010, CRM CA was actively managing
one self-insured group and providing administrative services to two inactive
self-insured groups. Accordingly, the revenue, results of operations and total
assets of CRM CA fall below the quantitative threshold required for it to be a
reportable segment. Lastly, CRM Holdings, CRM USA Holdings and Embarcadero have
no revenues and are not viewed as a discrete operation for decision-making
purposes. Therefore, the Company has determined that the corporate segment is
not a reportable segment. The prior period presented has been
restated to conform to the current period presentation.
Adoption
of New Accounting Standards
In
January 2010, the FASB issued new guidance for fair value measurements and
disclosures. The new guidance, which is now part of ASC 820, Fair
Value Measurements and Disclosures, clarifies existing disclosure requirements
regarding the level of disaggregation and inputs and valuation techniques and
provides new disclosure requirements regarding disclosures about, among other
things, transfers in and out of levels 1 and 2 of the fair value hierarchy and
details of the activity in level 3 of the fair value hierarchy. The
new guidance is effective for fiscal years beginning after December 15, 2009 for
the levels 1 and 2 disclosures and for fiscal years beginning after December 15,
2010 for level 3 disclosures. The levels 1 and 2 disclosure requirements were
applied prospectively to the Company’s fair value disclosure effective with the
first quarter of 2010 and the level 3 disclosure will be applied prospectively
to the Company’s fair value disclosure subsequent to the effective
date.
In June
2009, the FASB issued new guidance on accounting for the transfers of financial
assets. The new guidance, which is now part of ASC 860, Transfers and
Servicing, eliminates the concept of a qualifying special-purpose entity (QSPE),
clarifies and amends the derecognition criteria for a transfer to be accounted
for as a sale, amends and clarifies the unit of account eligible for sale
accounting and requires that a transferor initially measure at fair value and
recognize all assets obtained and liabilities incurred as a result of a transfer
of an entire financial asset or group of financial assets accounted for as a
sale. Additionally, on and after the effective date, existing QSPEs
must be evaluated for consolidation by reporting entities in accordance with the
applicable consolidation guidance. The new guidance requires enhanced
disclosures about, among other things, a transferor’s continuing involvement
with transfers of financial assets accounted for as sales, the risks inherent in
the transferred financial assets that have been retained, and the nature and
financial effect of restrictions on the transferor’s assets that continue to be
reported in the statement of financial position. The Company adopted
the new guidance effective January 1, 2010 and the adoption had no effect on the
Company’s financial condition and results of operations.
In June
2009, the FASB issued revised guidance on the accounting for variable interest
entities. The revised guidance, which is now part of ASC 810,
Consolidations, amends the consolidation rules applicable to a variable interest
entity (VIE). Under the revised guidance, a company would consolidate
a VIE as the primary beneficiary when a company has both of the following
characteristics: (a) the power to direct the activities of a VIE that most
significantly impact the entity’s economic performance and (b) the obligation to
absorb losses of the entity that could potentially be significant to the VIE or
the right to receive benefits from the entity that could potentially be
significant to the VIE. Ongoing reassessment of whether a company is the primary
beneficiary of a VIE is required. The new guidance replaces the
quantitative-based approach previously required for determining which company,
if any, has a controlling financial interest in a VIE. The Company adopted the
revised guidance on January 1, 2010 and the adoption did not have a significant
effect on the Company’s financial condition and results of
operations.
5
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Note
2. Discontinued Operations
On
September 8, 2008, the Company ceased operations of CRM and Eimar. Accordingly,
the results of operations of CRM and Eimar are reported as loss from
discontinued operations in the consolidated statements of operations and are
excluded from continuing operations.
Results
for discontinued operations were as follows:
Three
months ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(Dollars
in thousands)
|
||||||||
Revenues
|
$ | 3 | $ | 3 | ||||
Expenses
|
176 | 300 | ||||||
Loss
from discontinued operations before income taxes
|
$ | (173 | ) | $ | (297 | ) |
Medical
bill review services for Majestic and certain self-insured groups managed by CRM
CA were performed by the Company until the medical bill review function was
transitioned to a third party medical bill review provider. This transition was
completed in the third quarter of 2009.
For both
of the three months ended March 31, 2010 and 2009, expenses primarily consisted
of legal defense costs related to the pending regulatory proceedings and
litigation described in Note 11.
Note
3. Employee Severance
During
the first quarter of 2010, the Company decided to reduce its workforce by 15%,
or 29 employees, the majority of which were located in Poughkeepsie, New
York. This reduction, which was effective April 2, 2010, reflects the
decrease in premium levels experienced by the Company’s insurance subsidiaries
and is designed to better align the Company’s workforce to current business
levels, properly manage the Company’s expenses, and support the Company’s
business strategy going forward.
A pre-tax
charge of $0.4 million relating to the cost of severance and related costs was
recorded in general and administrative expenses for the quarter ended March 31,
2010. No amounts were paid in the first quarter of 2010 and the
severance accrual is included in other liabilities in the March 31, 2010
consolidated balance sheet. Severance is to be paid in the second and third
quarters of 2010.
Note
4. Earnings per Share
Basic
earnings per share is calculated using the weighted average number of common and
Class B shares outstanding and excludes any dilutive effects of warrants,
options and convertible securities. As of March 31, 2010 and 2009, there were
376 thousand and 222 thousand restricted shares outstanding, respectively, and
no warrants, options or convertible securities outstanding during the periods
ended March 31, 2010 and 2009.
The
following tables show the computation of the Company’s earnings per
share:
6
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Three
months ended
March
31,
|
||||||||
2010
|
2009
|
|||||||
(Amounts
in thousands, except per share amounts)
|
||||||||
Net
loss from continuing operations (Numerator – Basic and diluted earnings
per share from continuing operations)
|
$ | (7,703 | ) | $ | (8,186 | ) | ||
Net
loss from discontinued operations
(Numerator
– Basic and diluted earnings per share from discontinued
operations)
|
(175 | ) | (203 | ) | ||||
Net
loss allocated to common shares
(Numerator
– Basic and diluted earnings per share)
|
$ | (7,878 | ) | $ | (8,389 | ) | ||
Weighted-average
basic shares outstanding
(Denominator
— basic earnings per share)
|
16,914 | 16,618 | ||||||
Dilutive
effect of unvested shares
|
— | — | ||||||
Weighted-average
diluted shares outstanding (Denominator — diluted earnings per
share)
|
16,914 | 16,618 | ||||||
Basic
loss per share from continuing operations
|
$ | (0.46 | ) | $ | (0.49 | ) | ||
Diluted
loss per share from continuing operations
|
$ | (0.46 | ) | $ | (0.49 | ) | ||
Basic
loss per share from discontinued operations
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
Diluted
loss per share from discontinued operations
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
Basic
loss per share
|
$ | (0.47 | ) | $ | (0.50 | ) | ||
Diluted
loss per share
|
$ | (0.47 | ) | $ | (0.50 | ) |
Diluted
earnings per share is calculated assuming conversion of dilutive convertible
securities and the exercise of all dilutive stock options and warrants using the
treasury stock method. For the three months ended March 31, 2010 and 2009, 376
thousand and 222 thousand restricted shares, respectively, were excluded from
the computation of diluted earnings per share because their effects were
anti-dilutive.
Note
5. Investments
The
amortized cost, gross unrealized gains, gross unrealized losses and fair value
of the Company’s available-for-sale investments are shown in the tables
below:
As
of March 31, 2010
|
Amortized
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized Losses
|
Fair
Value
|
||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
U.S.
Treasury securities
|
$ | 52,684 | $ | 664 | $ | — | $ | 53,348 | ||||||||
Government
sponsored agency securities
|
19,811 | 593 | — | 20,404 | ||||||||||||
Obligations
of states and political subdivisions
|
77,225 | 387 | 755 | 76,857 | ||||||||||||
Corporate
and other obligations
|
74,565 | 2,184 | 128 | 76,621 | ||||||||||||
Asset-backed
obligations
|
8,284 | 80 | — | 8,364 | ||||||||||||
Mortgage-backed
obligations
|
62,532 | 58 | 40 | 62,550 | ||||||||||||
Total
investment securities, available-for-sale
|
$ | 295,101 | $ | 3,966 | $ | 923 | $ | 298,144 |
7
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
As
of December 31, 2009
|
Amortized
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized Losses
|
Fair
Value
|
||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
U.S.
Treasury securities
|
$ | 54,301 | $ | 660 | $ | — | $ | 54,961 | ||||||||
Government
sponsored agency securities
|
17,068 | 636 | — | 17,704 | ||||||||||||
Obligations
of states and political subdivisions
|
64,688 | 382 | 1,536 | 63,534 | ||||||||||||
Corporate
and other obligations
|
81,456 | 1,862 | 419 | 82,899 | ||||||||||||
Asset-backed
obligations
|
9,385 | 20 | 20 | 9,385 | ||||||||||||
Mortgage-backed
obligations
|
48,582 | — | 472 | 48,110 | ||||||||||||
Total
investment securities, available-for-sale
|
$ | 275,480 | $ | 3,560 | $ | 2,447 | $ | 276,593 |
The
amortized cost and estimated fair value of the Company’s available-for-sale
investments at March 31, 2010 by contractual maturity are set forth below.
Actual maturities may differ from contractual maturities because certain
borrowers have the right to call or prepay obligations with or without call or
prepayment penalties.
March
31, 2010
|
||||||||
Amortized
Cost
|
Fair
Value
|
|||||||
(Dollars
in thousands)
|
||||||||
Due
in one year or less
|
$ | 28,225 | $ | 28,527 | ||||
Due
after one year through five years
|
86,895 | 89,432 | ||||||
Due
after five years through ten years
|
61,621 | 62,265 | ||||||
Due
after ten years
|
47,544 | 47,006 | ||||||
224,285 | 227,230 | |||||||
Mortgage
and asset-backed
|
70,816 | 70,914 | ||||||
Total
investment securities, available-for-sale
|
$ | 295,101 | $ | 298,144 |
The
following table sets forth the gross unrealized losses included in accumulated
other comprehensive losses as of March 31, 2010 and December 31, 2009 related to
available-for-sale fixed-maturity securities. The table segregates investments
that have been in a continuous unrealized loss position for less than 12 months
from those that have been in a continuous unrealized loss position for twelve
months or longer.
8
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Less
than 12 Months
|
12
Months or Longer
|
Total
|
||||||||||||||||||||||||||||||
As
of March 31, 2010
|
Fair
Value
|
Unrealized
Loss
|
No.
of Positions Held
|
Fair
Value
|
Unrealized
Loss
|
No.
of Positions Held
|
Fair
Value
|
Unrealized
Loss
|
||||||||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||
Obligations
of states and political subdivisions
|
$ | 48,975 | $ | 755 | 25 | $ | — | $ | — | — | $ | 48,975 | $ | 755 | ||||||||||||||||||
Corporate
and other obligations
|
11,148 | 128 | 5 | — | — | — | 11,148 | 128 | ||||||||||||||||||||||||
Mortgage-backed
obligations
|
33,305 | 38 | 18 | 1,536 | 2 | 1 | 34,841 | 40 | ||||||||||||||||||||||||
Total
available-for-sale
|
$ | 93,428 | $ | 921 | 48 | $ | 1,536 | $ | 2 | 1 | $ | 94,964 | $ | 923 |
Less
than 12 Months
|
12
Months or Longer
|
Total
|
||||||||||||||||||||||||||||||
As
of December 31, 2009
|
Fair
Value
|
Unrealized
Loss
|
No.
of Positions Held
|
Fair
Value
|
Unrealized
Loss
|
No.
of Positions Held
|
Fair
Value
|
Unrealized
Loss
|
||||||||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||
Obligations
of states and political subdivisions
|
$ | 51,367 | $ | 1,536 | 32 | $ | — | $ | — | — | $ | 51,367 | $ | 1,536 | ||||||||||||||||||
Corporate
and other obligations
|
24,274 | 326 | 11 | 1,608 | 93 | 2 | 25,882 | 419 | ||||||||||||||||||||||||
Asset-backed
obligations
|
— | — | — | 5,245 | 20 | 2 | 5,245 | 20 | ||||||||||||||||||||||||
Mortgage-backed
obligations
|
48,110 | 472 | 32 | — | — | — | 48,110 | 472 | ||||||||||||||||||||||||
Total
available-for-sale
|
$ | 123,751 | $ | 2,334 | 75 | $ | 6,853 | $ | 113 | 4 | $ | 130,604 | $ | 2,447 |
9
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
The
Company regularly evaluates its fixed income securities to determine whether
impairment represents other-than-temporary declines in the fair value of the
investments. Criteria considered during this process includes but is
not limited to:
|
·
|
the
current fair value as compared to the cost of the
security;
|
|
·
|
degree
and duration of the security’s fair value being below
cost;
|
|
·
|
the
Company’s intent not to sell, or more likely than not be required to sell
the security for a sufficient time period for it to recover its
value;
|
|
·
|
financial
condition and near-term prospects of the issuer of the security, including
any specific events that may affect its operations or
earnings;
|
|
·
|
credit
quality and any downgrades of the security by a rating agency;
and
|
|
·
|
nonpayment
of scheduled interest payments.
|
Part of
the evaluation of whether particular securities are other-than-temporarily
impaired involves assessing whether the Company has both the intent and ability
to continue to hold securities in an unrealized loss position until recovery.
Significant changes in these factors could result in a charge to net earnings
for impairment losses. Impairment losses result in a reduction of the underlying
investment’s cost basis. Impairment losses are included in realized losses and
are a component of investment income in the consolidated statements of
operations.
The
Company determined that the decline in fair value of its remaining
available-for-sale investments is temporary based on the Company’s analysis of
the securities, considering timing, liquidity, financial condition of the
issuers, actual credit losses to date, severity and duration of the impairment
and the Company’s intent not to sell, or more likely than not be required to
sell, the securities for a sufficient period of time for anticipated
recovery.
Investment
income is recognized when earned. For the purposes of determining
realized gains and losses, the cost of securities sold is based on specific
identification as of the trade date.
The
sources of investment income were as follows:
Three
months ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(Dollars
in thousands)
|
||||||||
Interest
income on cash and cash equivalents
|
$ | 11 | $ | 98 | ||||
Interest
income on fixed-maturity securities
|
2,649 | 2,897 | ||||||
Interest
income on other investments
|
23 | 23 | ||||||
Realized
gains on investments
|
412 | 491 | ||||||
Realized
losses on investments
|
(39 | ) | (19 | ) | ||||
Investment
income before investment expenses
|
3,056 | 3,490 | ||||||
Investment
expenses
|
(245 | ) | (240 | ) | ||||
Total
investment income
|
$ | 2,811 | $ | 3,250 |
The
Company had available-for-sale and short-term investments with a fair value of
$205.9 million and $182.5 million, at March 31, 2010 and December 31, 2009,
respectively, on deposit with various regulatory agencies as required by law. At
March 31, 2010 and December 31, 2009, investments with a fair value of $0 and
$0.8 million have been pledged as security under letter of credit facilities to
secure reserves assumed under third party ceded quota share
agreements.
10
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Note
6. Fair Value of Financial Instruments
Under the
framework established in the fair value accounting guidance, fair value is
defined as the price that would be received to sell an asset or paid to transfer
a liability (i.e. the “exit price”) in an orderly transaction between market
participants at the measurement date.
The fair
value guidance establishes a three-level hierarchy for fair value measurements
that distinguishes between market participant assumptions developed based on
market data obtained from sources independent of the reporting entity
(“observable inputs”) and the reporting entity’s own assumptions about market
participant assumptions developed based on the best information available in the
circumstances (“unobservable inputs”) and requires that the most observable
inputs be used when available. The hierarchy is broken down into three levels
based on the reliability of inputs as follows:
|
·
|
Level
1 - Valuation based on unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to
access. Since valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these products does
not entail a significant degree of judgment. Financial assets utilizing
Level 1 inputs include U.S. Treasury
securities.
|
|
·
|
Level
2 - Valuation based on quoted prices for similar assets or liabilities in
active markets; quoted prices for identical or similar assets or
liabilities in inactive markets; or valuations based on models where the
significant inputs are observable (e.g. interest rates, yield curves,
prepayment speeds, etc.) or can be corroborated by observable market data.
Financial assets utilizing Level 2 inputs include: U.S. government and
agency securities; non-U.S. government obligations; corporate and
municipal bonds; and mortgage-backed
securities.
|
|
·
|
Level
3 - Valuations based on inputs that are unobservable and significant to
the overall fair value measurement. The unobservable inputs reflect the
Company’s own assumptions about assumptions that market participants might
use. The Company has no Level 3 financial
assets.
|
The
Company outsources its investment accounting services to a third party. The
third party uses nationally recognized pricing services to estimate fair value
measurements for its available-for-sale investment portfolio. These pricing
services include FT Interactive Data, Hub Data, J. J. Kenny, Standard &
Poors, Reuters and the Bloomberg Financial Market Services. The pricing services
use market quotations for securities that have quoted prices in active markets.
When quoted prices are unavailable, other significant observable inputs are
used, such as pricing models or other financial analytical methods. To validate
the techniques or models used by the pricing services, the Company compares the
fair value estimates to its perception of the current market and challenges any
prices deemed not to be representative of fair value.
The
following table presents the level within the fair value hierarchy at which the
Company’s financial assets are measured on a recurring basis at March 31,
2010:
Total
|
Level
1
|
Level
2
|
Level
3
|
|||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
U.S.
Treasury securities
|
$ | 53,348 | $ | 53,348 | $ | — | $ | — | ||||||||
Government
sponsored agency securities
|
20,404 | — | 20,404 | — | ||||||||||||
Obligations
of states and political subdivisions
|
76,857 | — | 76,857 | — | ||||||||||||
Corporate
and other obligations
|
76,621 | — | 76,621 | — | ||||||||||||
Asset-backed
obligations
|
8,364 | — | 8,364 | — | ||||||||||||
Mortgage-backed
obligations
|
62,550 | — | 62,550 | — | ||||||||||||
Total
investment securities, available-for-sale
|
$ | 298,144 | $ | 53,348 | $ | 244,796 | $ | — |
11
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Fair
Value Information about Financial Instruments Not Measured at Fair
Value
Fair
value guidance requires disclosure of fair value information about other
financial instruments for which it is practicable to estimate such fair value
and excludes certain insurance related financial assets and
liabilities. Estimates of the fair value of these financial
instruments at March 31, 2010 are as follows:
Short-term investments, investment
in unconsolidated subsidiary and cash and cash equivalents – The carrying
values reported in the accompanying consolidated balance sheets for these
financial instruments approximate their fair value.
Premiums and accounts receivable and
reinsurance payable – The carrying values reported in the accompanying
consolidated balance sheets for these financial instruments approximate their
fair value.
Long-term debt – The carrying
value and fair value of the Company’s long-term debt at March 31, 2010 were
$44.1 million and $31.6 million, respectively. The fair value
was estimated based on the average accepted price of successful tender offers
for recent similar transactions of financial services companies.
Note
7. Reserve for Losses and Loss Adjustment Expenses (LAE)
Activity
in the reserve for losses and loss adjustment expenses is as
follows:
Three
months ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(Dollars
in thousands)
|
||||||||
Gross
liability beginning of period
|
$ | 317,497 | $ | 245,618 | ||||
Less
reinsurance recoverable
|
(111,581 | ) | (55,502 | ) | ||||
Net
liability at beginning of period
|
205,916 | 190,116 | ||||||
Incurred
losses and LAE relating to:
|
||||||||
Current
year
|
12,990 | 15,908 | ||||||
Prior
years
|
1,468 | 1,177 | ||||||
Total
incurred losses and LAE
|
14,458 | 17,085 | ||||||
Paid
losses and LAE relating to:
|
||||||||
Current
year
|
(1,341 | ) | (1,902 | ) | ||||
Prior
years
|
(15,776 | ) | (12,007 | ) | ||||
Total
paid losses and LAE
|
(17,117 | ) | (13,909 | ) | ||||
Net
liability at end of period
|
203,257 | 193,292 | ||||||
Plus
reinsurance recoverable
|
117,506 | 67,590 | ||||||
Gross
liability at end of period
|
$ | 320,763 | $ | 260,882 |
As a
result of changes in estimates of insured events in prior years, the Company had
unfavorable development of $1.5 million for the three months ended March 31,
2010, as compared to $1.2 million of unfavorable development for the three
months ended March 31, 2009.
Our 2010
result was comprised of $2.0 million of unfavorable development in our primary
insurance business offset partially by $0.5 million of favorable development in
our excess insurance business. The adverse loss reserve development
was primarily from New York, California and New Jersey accident year 2009 and
New York accident year 2008 where actual incurred and paid losses have developed
higher than our actuarial projections at December 31, 2009. The
favorable development in our excess business was predominantly in California,
where losses above the self-insured retention have not emerged as expected,
partially offset by unfavorable development on excess policies issued in New
York.
12
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
In the
first quarter of 2009, we experienced $1.8 million of net unfavorable
development in our primary insurance business predominantly from policies
underwritten in New Jersey where estimated average cost per claim
increased. This was offset by $0.6 million of favorable development
on excess policies where favorable loss reserve development for excess policies
underwritten in California was offset by unfavorable development for excess
policies underwritten in New York.
Note
8. Insurance Activity
The
Company’s financial statements reflect the effects of direct insurance and
assumed and ceded reinsurance activity as follows:
Three
months ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(Dollars
in thousands)
|
||||||||
Written
premiums
|
||||||||
Direct
|
$ | 28,548 | $ | 39,957 | ||||
Assumed
|
112 | 51 | ||||||
Ceded
|
(14,898 | ) | (17,225 | ) | ||||
Net
written premiums
|
$ | 13,762 | $ | 22,783 | ||||
Earned
premiums
|
||||||||
Direct
|
$ | 28,614 | $ | 37,700 | ||||
Assumed
|
112 | 51 | ||||||
Ceded
|
(15,088 | ) | (16,609 | ) | ||||
Net
earned premiums
|
$ | 13,638 | $ | 21,142 | ||||
Losses
and loss adjustment expenses
|
||||||||
Direct
|
$ | 26,951 | $ | 33,199 | ||||
Assumed
|
144 | 38 | ||||||
Ceded
|
(12,637 | ) | (16,152 | ) | ||||
Net
losses and loss adjustment expenses
|
$ | 14,458 | $ | 17,085 |
Note
9. Income Taxes
The
income tax provision differs from the amount computed by applying the U.S.
Federal income tax rate of 35% to loss before taxes as a result of the
following:
Three
months ended
March
31,
|
||||||||
2010
|
2009
|
|||||||
(Dollars
in thousands)
|
||||||||
Theoretical
Federal income tax from continuing operations at statutory rate of
35%
|
$ | (2,929 | ) | $ | (3,986 | ) | ||
Valuation
allowance
|
1,984 | — | ||||||
Tax-free
Bermuda-domiciled loss
|
164 | 581 | ||||||
Tax-exempt
investment income
|
(36 | ) | (271 | ) | ||||
Share-based
compensation
|
118 | 368 | ||||||
Other
|
34 | 104 | ||||||
Income
tax benefit from continuing operations
|
$ | (665 | ) | $ | (3,204 | ) |
13
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
In the
fourth quarter of 2009, the Company evaluated its net deferred tax assets for
recoverability and considered the relative impact of negative and positive
evidence, including historical profitability and projections of future taxable
income within the foreseeable future and recorded a full net deferred tax
valuation allowance at December 31, 2009. The Company continues to
conclude that estimated future taxable income and certain tax planning
strategies no longer constituted sufficient positive evidence to conclude that
it is more likely than not that its net deferred tax assets would be realizable
in the foreseeable future. Consequently, the Company continues to
carry a non-cash full valuation allowance on its net deferred tax asset of $18.5
million at March 31, 2010.
Note
10. Variable Interest Entity
The
Company is a sponsor that has a variable interest in CRM USA Holdings Trust I
(“Trust”). The Trust was established for the sole purpose of issuing
capital and common securities. On November 14, 2006, the trust issued
$35.0 million of Trust capital securities and $1.1 million of Trust common
securities and invested the proceeds in junior subordinated debt obligations
(“Junior Debt”) issued by the Company in the aggregate principal amounts of
$36.1 million. The Junior Debt is the sole asset of the
Trust. The capital and common securities of the Trust, representing
the undivided beneficial ownership interests in the assets of the Trust, have no
stated maturity and must be redeemed upon maturity of the Junior Debt
securities. The Trust is to make quarterly distributions on the capital and
common securities at a fixed annual rate of 8.65% until December 15, 2011 and
after such date at a fixed spread of 3.65% above 3-month London Interbank Offer
Rate per annum. The common securities are held by the Company and
represent 100% of the issued and outstanding common securities of the Trust.
They are reflected as investment in unconsolidated subsidiary in the Company’s
consolidated balance sheets.
The terms
of the Junior Debt allow the Company to defer payment of interest for up to
twenty consecutive quarterly periods. Beginning on December 15, 2009,
the Company elected to defer its regularly scheduled quarterly interest payments
on its Junior Debt, but continues to accrue expense for interest owed at a
compounded rate. Accordingly, the Trust is also deferring quarterly
distributions on its capital and common securities. Accrued interest
payable on the Junior Debt of $1.7 million and $0.8 million is included in other
liabilities in the consolidated balance sheets at March 31, 2010 and December
31, 2009, respectively.
The
Company evaluated whether the Trust should be consolidated under the framework
established in the consolidation guidance. Since the Company does not
absorb significant losses from the Trust, the Company is not the primary
beneficiary of the Trust and as a result, does not consolidate the
Trust.
In
addition, the Company and CRM USA Holdings have guaranteed the repayment of the
capital securities of the Trust. This guarantee will remain in place
until the full redemption of the capital securities and does not represent a
variable interest as the Company is guaranteeing its own
performance. Therefore, the Company is not the primary beneficiary
and does not consolidate the Trust.
Finally,
the Company is involved in the normal course of business with VIEs primarily as
a passive investor in government sponsored entity mortgage-backed securities.
The Company is not the primary beneficiary of these VIEs. The Company’s maximum
exposure to loss with respect to these investments is limited to the investment
carrying values included in the Company’s consolidated balance
sheet.
Note
11. Contingencies
Regulatory
Proceedings
NY
Attorney General Investigation
In March
2008, CRM was advised that the NY Attorney General had commenced an
investigation of CRM and had issued a subpoena for documents related to CRM’s
administration of the Healthcare Industry Trust of New York (HITNY). Subsequent
NY Attorney General inquiries and requests for documents indicated a focus on
the Company’s initial public offering in December 2005, and in August 2009, the
Company was advised that the NY Attorney General would seek testimony of six
current or former directors and officers of the Company and CRM. Thereafter, in
December 2009, the Company received a “Notice of Imminent Enforcement Action”
from the NY Attorney General. According to the Notice, the NY Attorney General
stated that it intends to file civil claims against the Company, certain of our
subsidiaries, and certain directors and officers to seek redress of allegedly
unlawful practices, unless an acceptable settlement can be reached. The NY
Attorney General has alleged that the Company and the other named parties
engaged in fraudulent practices in connection with CRM’s administration and
marketing of workers’ compensation group self-insurance trusts in New York and
in connection with the Company’s initial public offering completed in December
2005. These practices are alleged to have violated New York’s Executive Law and
Martin Act. The NY Attorney General intends to seek injunctive relief,
restitution, damages, penalties, and costs.
14
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
The
Company has cooperated fully with the NY Attorney General’s investigation. To
our knowledge, the NY Attorney General has not commenced a lawsuit against the
Company, its subsidiaries or any of the Company’s current or former directors or
officers. The Company cannot currently predict when the NY Attorney General will
conclude its investigation, commence a lawsuit, what, if any, action may be
taken by the NY Attorney General, or the effect any such action may have on our
business reputation, results of operations, financial condition or cash
flows.
New
York State Department Insurance Inquiry
In June
2008, Majestic received a “Call for Special Report and Documents Pursuant to
Section 308 of the Insurance Law” from the New York State Insurance Department.
Among other items, the New York State Insurance Department requested information
related to Majestic’s loss reserving practices and Majestic’s providing
insurance to former members of the self-insured groups previously managed by CRM
as insureds of Majestic. In September 2009, Majestic received a further request
from the New York State Insurance Department requesting information related to
CRM’s acquisition of Majestic and additional information related to Majestic’s
issuance of workers’ compensation policies in New York, including policies
issued to previous members of the self-insured groups managed by CRM. Majestic
is cooperating fully with the New York State Insurance Department. To the
Company’s knowledge, the New York State Insurance Department has not initiated
any proceedings against Majestic. The Company cannot currently predict when the
New York State Insurance Department will conclude its review, what, if any,
actions may be taken by the New York State Insurance Department, or the effect
any such action may have on the Company’s results of operations, reputation,
financial condition, or cash flows.
New
York State Workers’ Compensation Board Inspector General
Investigation
On or
about January 9, 2009, Majestic’s underwriting department received a subpoena
from the New York State Workers Compensation Board Office of the Fraud Inspector
General. The subpoena requested production of various documents related to the
issuance of excess workers’ compensation and employers’ liability policies by
Majestic to the Elite Contractors Trust of New York. On May 8, 2009, CRM
Holdings and Twin Bridges received a subpoena from the New York State Workers’
Compensation Board Office of Fraud Inspector General. The subpoena requested
documents related to quota share agreements and a novation agreement among Twin
Bridges, NY Marine and General and Majestic. The subpoenas were captioned In the
Matter of Compensation Risk Managers, LLC and were assigned Inspector General
Case No. 38839. To our knowledge, the Inspector General has not commenced any
action against CRM or any of its affiliates. The Company cannot currently
predict when the New York State Workers’ Compensation Board Office of Fraud
Inspector General will conclude its review, what, if any, action may be taken by
the Office of Fraud Inspector General, or the effect any such action may have on
the Company’s business reputation, results of operations, financial condition or
cash flows.
Pending
Litigation
The
Company is involved in several pending litigation matters as described below.
The Company intends to vigorously defend each of these matters and any claims
that may be later asserted. Each of these matters is in a preliminary stage, and
the Company cannot estimate what impact, if any, the litigation may have on its
business reputation, results of operations, financial condition or cash flows;
however, if any of these matters is decided adversely to the Company, it may
result in a material adverse effect on its business, results of operations,
financial conditions and cash flows.
Litigation
Involving New York Group Self-Insured Trusts
H.C.F.A. Associates Corp. v.
Compensation Risk Managers, LLC. On April 9, 2007, H.C.F.A. Associates
Corp. and 17 related companies, all of which were members or former members of
HITNY, sued HITNY and CRM in New York State Supreme Court, Ulster County,
alleging, among other things, that HITNY and CRM failed to fulfill their
obligations in connection with providing workers’ compensation claims services.
CRM answered the complaint, denying the plaintiffs’ material allegations. The
court established a discovery schedule on September 22, 2008, and discovery is
currently proceeding.
15
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
RBG Management Corp. et al. v.
Compensation Risk Managers, LLC, et al. In November 2008, RBG Management
Corp., Red & White Markets, Inc., Doria Enterprises Inc. and Grace’s
Marketplace Inc., all of which were former members of the Wholesale Retail
Workers’ Compensation Trust of New York (“WRWCTNY”), sued CRM, WRWCTNY, certain
current and former officers and directors of CRM, the Board of Trustees of
WRWCTNY, and S.A.F.E., LLC, which is the successor third-party administrator for
WRWCTNY, in the Supreme Court of the State of New York, New York County. The
lawsuit sought a declaratory judgment relieving the plaintiffs from any
liabilities owed in relation to their previous membership in WRWCTNY and damages
arising from allegations that the defendants breached their fiduciary duties to
the plaintiffs by failing to maintain adequate reserves and failing to properly
determine an adequate level of reserves necessary to maintain the solvency of
WRWCTNY. In March 2009, CRM and the current and former officers and directors of
CRM named in the complaint filed a motion to dismiss or, in the alternative, to
consolidate the action in New York State Supreme Court, Dutchess County, with
the declaratory judgment action described above. The court granted CRM’s motion
to dismiss in August 2009, and dismissed the plaintiffs’ complaint against CRM
and the current or former officers and directors named in the complaint, with
leave to the plaintiffs to file an amended complaint within 30
days.
In
November 2009, the plaintiffs served an amended complaint which sought damages,
in an undetermined amount, from CRM arising from allegations that CRM breached
its fiduciary duties to the plaintiffs. The plaintiffs sought to bring their
claim derivatively on behalf of WRWCTNY. In March 2010, the court
granted CRM’s motion to dismiss the plaintiffs’ amended
complaint. The court determined that the plaintiffs’ claims were
derivative, and as such, the plaintiffs lack standing to sue, because the New
York State Workers’ Compensation Board had commenced an action against CRM as
successor interest to the WRWCTNY, as discussed below under the heading “New York State Workers Compensation
Board v. Compensation Risk Managers, LLC et al.”
FS Kids LLC, et al. v. Compensation
Risk Managers, LLC. On November 24, 2008, FS Kids, LLC, Mask Foods, Inc.,
Valu Home Centers, Inc., KBLM Foods, Inc., KDJB Foods, Inc., Gaige & Son
Grocery, Inc., TJ’s Market, Inc., BB&T Supermarkets Inc., BNR-Larson, LLC,
and Gift Express of New York, Inc., all of which were former members of WRWCTNY,
on their own behalf and on behalf of all others similarly situated, sued CRM in
New York Supreme Court, Erie County. On August 26, 2009, the plaintiffs filed an
amended complaint seeking class action certification and alleging that CRM: (1)
breached its contract with WRWCTNY; (2) breached its duty of good faith and fair
dealing owed to WRWCTNY; (3) breached its fiduciary duties owed to WRWCTNY; (4)
was negligent in administering WRWCTNY; (5) engaged in deceptive business
practices; (6) was unjustly enriched; and (7) should indemnify the plaintiffs
for any assessments that they may incur. The plaintiffs are seeking damages
arising from the plaintiffs’ joint and several liability for the deficit of
WRWCTNY which, as of September 30, 2007, was estimated at $19 million, and from
any unpaid claims of the plaintiffs’ injured employees in an amount presently
undetermined. In September 2009, CRM filed a motion to dismiss the plaintiffs’
amended complaint. CRM’s motion to dismiss was denied by the court on March 11,
2010.
Following
the court’s decision, in April 2010, CRM submitted an application to the New
York State Litigation Coordinating Panel, seeking to coordinate pretrial
proceedings in the following lawsuits before a single justice of the New York
State Supreme Court, Albany County: (1) FS Kids LLC, et al. v. Compensation
Risk Managers, LLC; (2) Armstrong Brands, Inc., et al. v.
Compensation Risk Managers, LLC; (3) Arlen Senior Contracting of Central
Islip, LLC, et al. v. Compensation Risk Managers, LLC; (4) 70 Sheldon Inc., et al. v.
Compensation Risk Managers, LLC; (5) Healthcare Industry Trust of New
York, et al. v. Compensation Risk Managers, LLC, et al.; (6) New York State Workers Compensation
Board v. Compensation Risk Managers, LLC et al.; and (7) any future
lawsuits which relate to CRM’s administration of group self-insured trusts in
the State of New York. In connection with CRM’s application, the Litigation
Coordination Panel issued an order staying each of the lawsuits for which
coordination was sought pending the Panel’s decision. CRM’s application is
currently pending before the Panel.
16
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Armstrong Brands, Inc., et al. v.
Compensation Risk Managers, LLC. On March 6, 2009, Armstrong Brands,
Inc., Metal Cladding, Inc., TREK, Inc., Petri Baking Products, Inc., Time Cap
Laboratories, Inc., Custom Coatings, Inc., GPM Associates, LLC, d/b/a Forbes
Products, PJR Industries, Inc., d/b/a Southside Precast Products, Lakeshore
Metals, Inc. Duro-Shed, Inc., Tooling Enterprises, Inc. Northeast Concrete
Products, Inc., d/b/a Concrete Building Supply and Superior Steel Studs, Inc.,
all of which were former members of Trade Industry Trust Workers’ Compensation
Trust for Manufacturers (the “Trade Trust”), on their own behalf and on behalf
of all others similarly situated, sued CRM in New York State Supreme Court, Erie
County. The lawsuit seeks class action certification and alleges that CRM: (1)
breached its contract with the Trade Trust; (2) breached its duty of good faith
and fair dealing owed to the Trade Trust; (3) breached its fiduciary duties owed
to Trade Trust; (4) was negligent in administering the Trade Trust; (5) engaged
in deceptive business practices; (6) was unjustly enriched; and (7) should
indemnify the plaintiffs for any assessments that they may incur. The plaintiffs
are seeking damages (a) arising from the plaintiffs’ joint and several liability
for the deficit of the Trade Trust which, as of December 31, 2006, was estimated
at $4.9 million, (b) from any unpaid claims of the plaintiffs’ injured employees
in an amount presently undetermined, (c) from potentially being liable for the
costs of liquidation charged or to be charged by the WCB, and (d) from fees paid
by the plaintiffs and the Trade Trust to CRM pursuant the service agreement
between CRM and the Trade Trust. On August 17, 2009, CRM filed a motion to
dismiss the plaintiffs’ complaint, and in response to CRM’s motion, on November
10, 2009, the plaintiffs filed an amended complaint alleging substantially the
same claims and damages as contained in their original complaint. The lawsuit is
currently stayed pursuant to the Litigation Coordination Panel’s Order as
discussed above, and CRM will have 20 days to respond to the complaint once the
stay is lifted.
Arlen Senior Contracting of Central
Islip, LLC, et al. v. Compensation Risk Managers, LLC. On August 18,
2009, Arlen Senior Contracting of Central Islip LLC, Anchor Building Maintenance
Corp., Conifer Realty, LLC, Constanza Enterprises, Inc., Court Plaza Senior
Apartments, L.P., John Wesley Village II, Midland Management, LLC, Niagara River
World, Inc., Plattsburgh Airbase Redevelopment Corp., and Wen Management Corp.,
all of which were former members of the Real Estate Management Trust of New York
(the “Real Estate Trust”), on their own behalf and on behalf of all others
similarly situated, sued CRM in New York State Supreme Court, Erie County. The
lawsuit seeks class action certification and alleges that CRM: (1) breached its
contract with the Real Estate Trust; (2) breached its duty of good faith and
fair dealing owed to the Real Estate Trust; (3) breached its fiduciary duties
owed to the Real Estate Trust; (4) was negligent in administering the Real
Estate Trust; (5) engaged in deceptive business practices; (6) was unjustly
enriched; and (7) should indemnify the plaintiffs for any assessments that they
may incur. The plaintiffs are seeking damages (a) arising from the plaintiffs’
joint and several liability for the deficit of the Real Estate Trust which, as
of December 31, 2006, was estimated at $1.6 million, (b) from any unpaid claims
of the plaintiffs’ injured employees in an amount presently undetermined, (c)
from potentially being liable for the costs of liquidation charged or to be
charged by the WCB, and (d) from fees paid by the plaintiffs and the Real Estate
Trust to CRM pursuant the service agreement between CRM and the Real Estate
Trust. On October 20, 2009, CRM filed a motion to dismiss the plaintiffs’
complaint. The lawsuit is currently stayed pursuant to the Litigation
Coordination Panel’s Order as discussed above, and the plaintiffs will have 20
days to respond to CRM’s motion once the stay is lifted.
70 Sheldon Inc., et al. v.
Compensation Risk Managers, LLC. On August 20, 2009, 70 Sheldon, Inc.,
Advance Relocation Storage, Inc., All County Bus, LLC, Alpha Services of
Westchester, Inc., A. T. & A. Trucking Corp., B. Pariso Transport, Inc.,
Carmen M. Pariso, Inc., Covered Wagon Train, Inc., Exclusive Ambulette Service,
Inc. Ficel Transport, Inc., North Shore Ambulance and Oxygen Service, Inc.,
Rivlab Transportation Corp., Woodland Leasing Co., Inc., all of which were
former members of the Transportation Industry Workers’ Compensation Trust (the
“Transportation Trust”), on their own behalf and on behalf of all others
similarly situated, sued CRM in New York State Supreme Court, Erie County. The
lawsuit seeks class action certification and alleges that CRM: (1) breached its
contract with the Transportation Trust; (2) breached its duty of good faith and
fair dealing owed to the Transportation Trust; (3) breached its fiduciary duties
owed to the Transportation Trust; (4) was negligent in administering the
Transportation Trust; (5) engaged in deceptive business practices; (6) was
unjustly enriched; and (7) should indemnify the plaintiffs for any assessments
that they may incur. The plaintiffs are seeking damages (a) arising from the
plaintiffs’ joint and several liability for the deficit of the Transportation
Trust which, as of December 31, 2006, was estimated at $6.1 million, (b) from
any unpaid claims of the plaintiffs’ injured employees in an amount presently
undetermined, (c) from potentially being liable for the costs of liquidation
charged or to be charged by the WCB, and (d) from fees paid by the plaintiffs
and the Transportation Trust to CRM pursuant the service agreement between CRM
and the Transportation Trust. On October 20, 2009, CRM filed a motion to dismiss
the plaintiffs’ complaint. The lawsuit is currently stayed pursuant to the
Litigation Coordination Panel’s Order as discussed above, and the plaintiffs
will have 20 days to respond to CRM’s motion once the stay is
lifted.
17
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Healthcare Industry Trust of New
York, et al. v. Compensation Risk Managers, LLC, et al. On November 2,
2009, HITNY and 89 of its former members filed a lawsuit in New York State
Supreme Court, Albany County against CRM, CRM USA Holdings, CRM Holdings,
Majestic, Embarcadero, Twin Bridges, Eimar, and certain current and former
directors and officers of CRM Holdings. The plaintiffs also named HITNY’s former
actuaries, auditors, trustees and brokers as defendants in the
lawsuit.
Plaintiffs
are seeking damages from the defendants’ alleged failure to carry out their
respective contractual, common law and statutory obligations to the plaintiffs
to provide third-party administration and insurance services to HITNY. As
against CRM, its affiliated entities and directors and officers, the lawsuit
alleges that: (1) CRM breached its contract with HITNY; (2) CRM breached its
duty of good faith and fair dealing owed to HITNY; (3) CRM breached its
fiduciary duties owed to HITNY; (4) CRM engaged in common law fraud during its
administration of HITNY; (5) CRM, its affiliated entities and directors and
officers converted the assets of HITNY’s members for personal use; (6) CRM, its
affiliated entities and directors and officers were unjustly enriched; (7) CRM
negligently misrepresented information relative to HITNY; (8) CRM committed
fraud in the inducement with respect to plaintiffs’ decision to join HITNY; (9)
CRM and its directors and officers engaged in deceptive business practices; (10)
CRM, its affiliated entities and directors and officers are alter egos of each
other and should be liable for the debts, judgments and liabilities of each
other; and (11) CRM, certain of its affiliated entities, a current director and
a former officer committed a civil conspiracy in violation of the Racketeer
Influenced and Corrupt Organizations Act, 18 U.S.C. §1962(c)
(“RICO”).
The
plaintiffs are seeking damages (a) arising from the plaintiffs’ joint and
several liability for the deficit of HITNY which the plaintiffs estimate at $91
million, (b) from any unpaid claims of the plaintiffs’ injured employees in an
amount presently undetermined, (c) from potentially being liable for other costs
to be charged by the WCB, and (d) from fees paid by HITNY to CRM and its
affiliated entities. In addition, the plaintiffs are seeking treble damages for
the allegedly deceptive business practices and RICO claims.
On March
12, 2010, the plaintiffs filed an amended complaint which contains substantially
the same allegations as the original complaint, but seeks to add additional
claims, including: (i) the imposition of a constructive trust upon certain
assets of CRM, its affiliated entities and two former director and officers;
(ii) an accounting to determine the amount and location of any assets improperly
obtained by CRM, its affiliated entities and two former directors and officers;
(iii) indemnification from CRM for amounts paid by plaintiffs; and (iv) an
injunction pursuant to New York’s Debtor and Creditor Law restraining the
disposition and appointing a receiver to take charge of the property of CRM
Holdings and two former directors and officers and the setting aside of certain
payments. The plaintiffs have granted CRM and its affiliates an unlimited
extension of time to respond to the complaint, which may be revoked on 20 days
notice. The lawsuit is currently stayed pursuant to the Litigation Coordination
Panel’s Order as discussed above.
New York State Workers Compensation
Board v. Compensation Risk Managers, LLC et al. In December
2009, the New York State Workers’ Compensation Board commenced a lawsuit on its
own behalf and in its capacity as successor in interest to seven of the eight
workers’ compensation self-insured groups in New York previously managed by CRM.
The New York State Workers’ Compensation Board’s lawsuit, brought in Supreme
Court of the State of New York, Albany County, alleges that CRM, CRM Holdings,
its subsidiaries and certain directors and officers breached fiduciary duties
owed to the self-insured groups, breached contracts between CRM and the
self-insured groups, breached duties of good faith and fair dealing owed to the
self-insured groups, engaged in fraudulent activities in administering the
self-insured groups, engaged in deceptive business practices and advertising,
and were unjustly enriched. In March 2010, New York State Workers’ Compensation
Board amended its complaint to include the Elite Contractors Trust of New York,
the eighth workers’ compensation self-insured group previously administered by
CRM, as a plaintiff. The amended complaint alleges that the New York
Workers’ Compensation Board and the self-insured groups have suffered damages in
an amount that is not currently ascertainable, but which is believed to exceed
$472 million. In March 2010, CRM and affiliated defendants stipulated to accept
service of the amended complaint, and in connection therewith, the parties
simultaneously entered into a four month standstill agreement, which extended
the defendants’ time to respond until August 2010. The lawsuit is currently
stayed pursuant to the Litigation Coordination Panel’s Order as discussed
above.
18
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Securities
Class Action
On
February 5, 2010, a class action lawsuit was filed in the United States District
Court for the Southern District of New York on behalf of a class consisting of
all persons or entities who purchased the securities of CRM Holdings between
December 21, 2005 and November 5, 2008. The complaint was filed by Beverly L.
Munter, individually and on behalf of all others similarly situated, and charges
CRM Holdings and certain of our executive officers and directors with violations
of federal securities laws. The complaint alleges that throughout the class
period the defendants knew or recklessly disregarded that their public
statements concerning CRM Holdings’ financial performance and prospects were
materially false and misleading. Specifically, the defendants are alleged to
have made false and/or misleading statements and/or failed to disclose: (1) that
the defendants and their affiliates engaged in a fraudulent scheme and course of
business to grow membership in eight self-insured groups previously administered
by CRM, by charging premiums below commercial rates; (2) that the membership
growth inflated gross trust revenues while reducing net paid premium income to
the level that the assets of the self-insured groups would become insufficient
to cover liabilities; (3) that, accordingly, the self-insured groups would fall
below “fully funded” status; (4) that, as part of their fraudulent scheme and
course of business to cover up the difference between assets and liabilities,
the defendants and their affiliates disguised the true financial conditions of
the self-insured groups by engaging in certain improprieties designed to result
in minimal projected claims liability, including under-reserving individual
claims and utilizing improper actuarial/accounting methods; (5) that the
defendants and their affiliates provided the New York State Workers’
Compensation Board with materially false and/or misleading financial and
actuarial reports for the self-insured groups which reflected artificially
reduced liabilities; (6) that, as a result of the above, we were exposed to
hundreds of millions of dollars in liabilities relating to the under-funding of
the self-insured groups; (7) that we lacked adequate internal and financial
controls; and (8) that, as a result of the above, our financial statements were
materially false and misleading. The plaintiff seeks to recover damages on
behalf of class members.
In April
2010, the plaintiffs filed a motion for the appointment of lead plaintiffs and
the approval of lead class counsel. The plaintiffs’ motion is currently pending
before the court. The Company and defendant directors and officers have been
served with the complaint and will have 60 days to respond once the plaintiffs
file a consolidated amended complaint.
Potential
Litigation Involving the Plastic Manufacturers Self Insurance
Program
In
January 2010, CRM CA was contacted by an attorney representing the Plastic
Manufacturers Self Insurance Program of California (PMSIP) threatening
litigation against CRM CA should members of PMSIP commence an action against
PMSIP or its Board of Trustees. PMSIP’s attorney advised CRM CA that certain
members of PMSIP were questioning PMSIP’s administration as a result of a
deficit and corresponding assessment and that PMSIP’s members were alleging
“gross negligence” and negligent administration by CRM CA in the administration
of PMSIP. Accordingly, to the extent any litigation or formal legal claim was
commenced, PMSIP threatened to tender the defense and indemnification of any
claim or action filed by any past or current PMSIP member arising out of CRM
CA’s administration of PMSIP. PMSIP alleges that the service
agreement between PMSIP and CRM CA contained a contractual indemnity clause;
however, CRM CA disagrees and intends to vigorously contest PMSIP’s claim and
any subsequent litigation that may be brought by PMSIP or any of its
members.
Potential
Litigation Involving the Contractors Access Program
In April
2005, Cornerstone Program Management & Insurance Services (Cornerstone), the
former general agent for the Contractors Access Program (CAP), a self-insured
group formerly managed by CRM CA, commenced litigation against CAP, CRM and CRM
CA in a case entitled Rierden,
et al v. Compensation Risk Managers, LLC, et al. On September 6, 2006,
CRM, CRM CA and CAP entered into a Confidential Settlement and Mutual Release
Agreement (the Settlement Agreement) with Cornerstone and its affiliates. All
settlement payments due under the Settlement Agreement were paid and the
litigation was dismissed on December 31, 2006. Thereafter, on June 5, 2008, CRM
CA and CAP entered into an Amendment to the Contractors Access Program of
California Service Agreement. Under this amendment, CRM CA agreed to pay $2.0
million to CAP in five approximately equal annual payments commencing on or
about July 1, 2009. In consideration thereof, CAP agreed to assume the remaining
amount of the award in connection with the Cornerstone lawsuit and Settlement
Agreement.
19
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
In
February 2010, CRM CA was contacted by an attorney representing CAP regarding
the settlement of the Cornerstone lawsuit and the Service Agreement amendment
between CRM CA and CAP. CAP’s attorney asserted that it appears that CRM CA has
a current outstanding obligation to CAP of approximately $4.0 million, and has
asserted that this sum was paid by CAP to Cornerstone allegedly at the direction
of CRM CA solely to serve the interests of CRM CA. The attorney alleged that the
repayment and amendment to the Service Agreement were not properly negotiated
and that all payments or credits have not been made. Consequently, CAP demanded
that, under the circumstances surrounding the litigation with Cornerstone and
the terms of the repayment plan, CRM CA should immediately deposit $4.0 million
with CAP, and if CRM CA fails to do so, a lawsuit may be commenced. CRM CA
disagrees with CAP’s assertions and intends to vigorously contest CAP’s claim
for $4.0 million and any subsequent litigation that may arise.
In
October 2009, CAP voted to voluntarily terminate active operations effective
January 1, 2010. Beginning in 2009, CAP had been unable to maintain assets that
exceeded its liabilities, and CAP formulated a members’ deficit reduction plan
which was approved by the California Department of Industrial Relations.
Thereafter, in February 2010, CAP began to experience liquidity issues, based,
in part, on California’s regulations governing the posting of securities for
self-insured groups. As a result of the liquidity issues, the Department of
Industrial Relations required CAP to report weekly on assessments received from
members to their deficit reduction plan, account balances, deposits and
withdrawals, and to seek regulatory approval for payments made for all payables
other than workers’ compensation benefits. As of December 31, 2009, CAP’s
members’ deficit was estimated at $22.0 million, excluding the effects of
recently billed member assessments. In April 2010, it was reported that
litigation may be commenced concerning CAP’s members’ deficit, and it is
possible that such litigation could include claims against CRM CA and its
affiliates. CRM CA intends to vigorously contest any claims relating to CAP’s
members’ deficit and any litigation that may arise.
Note
12. Subsequent Events
Effective
April 1, 2010, Majestic and certain insurance subsidiaries of AmTrust Financial
Services, Inc. (AmTrust), entered into a 90% quota share agreement covering
underwriting, claims management and administration of workers’ compensation
insurance in the western states of California, Arizona, Nevada and Oregon
(covered business). Under the quota share agreement, Majestic will assume 90% of
the first $500 thousand of losses and loss adjustment expenses from any single
occurrence under the covered business and AmTrust will cede 90% of the
applicable premiums to Majestic. Majestic will provide to AmTrust security for
its obligations in the form of a trust account, which may be combined with cash
advances, funds withheld, letters of credit or a combination thereof. The
agreement limits the amount of covered business to $40 million in any calendar
year. Majestic will perform various management services for the covered
business, including marketing, underwriting, issuance of polices, loss control,
and claims handling. Majestic will reimburse AmTrust for costs associated with
the covered business, including commissions, taxes, assessments and all other
expenses other than allocated loss adjustment expenses. In addition, AmTrust
will receive a 7.0% ceding commission from Majestic.
The quota
share agreement has an initial term from April 1, 2010 to December 31, 2011,
with successive calendar year renewals thereafter. AmTrust has the right to
terminate the agreement (1) on 120 days prior written notice, (2) on 30 days
prior written notice if Majestic experiences a loss of 20% or more of its
policyholders’ surplus or shareholder funds during any twelve month period and
upon other contractually defined circumstances, or (3) immediately if Majestic
becomes insolvent, is unable to pay its debts, is placed in conservation,
rehabilitation or liquidation or has a receiver appointed.
The
agreement between Majestic and AmTrust is expected to help Majestic retain and
compete for rating sensitive business, in light of A.M. Best’s downgrade of
Majestic’s financial strength rating from “A-” to “B++” in December
2009.
20
CRM
Holdings, Ltd.
Notes
to Consolidated Financial Statements - (Continued)
Change
of the Company’s Name
On May 5,
2010, the Company held its 2010 Annual General Meeting of Shareholders at which
the Company’s shareholders voted on and approved changing the name of the
Company from “CRM Holdings, Ltd.” to “Majestic Capital, Ltd.” The
name change requires approval of the Bermuda Registrar of Companies, which is
expected to occur during May 2010.
NASDAQ
Delisting/Reverse Share Split
The
Company’s common shares are currently listed on the NASDAQ Global Select Market.
On November 10, 2009, the Company received notice from the NASDAQ Stock Market
stating that for 30 consecutive business days, the bid price of the Company’s
common shares had closed below the minimum $1.00 per share requirement for
continued inclusion on the NASDAQ Global Select Market under Marketplace Rule
5450(a)(1). In light of the notice from Nasdaq, at the Company’s 2010 Annual
General Meeting of Shareholders, the Company ‘s shareholders voted on approved
to authorize the Board of Directors, in its discretion, to effect a reverse
share split of the Company’s common and Class B shares within a range of 1-for-5
shares to 1-for-10 shares, at any time prior to November 5, 2010. The primary
purpose of the reverse share split is to increase the per share trading price of
the Company’s common shares. The Company is considering what actions it may take
in order to regain compliance with the continued NASDAQ Stock Market listing
requirements, including, if necessary, execution of the authorized reverse share
split.
21
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS OF
OPERATIONS
|
In this
report, we use the terms “Company,” “we,” “us” or “our” to refer to CRM Holdings
and its subsidiaries on a consolidated basis, unless otherwise indicated or
unless the context otherwise requires.
Cautionary
Statement
This
document contains forward looking statements, which include, without limitation,
statements about our plans, strategies and prospects. These statements are based
on our current expectations and projections about future events and are
identified by terminology such as “may,” “will,” “should,” “expect,”
“scheduled,” “plan,” “seek,” “intend,” “anticipate,” “believe,” “estimate,”
“aim,” “potential,” or “continue” or the negative of those terms or other
comparable terminology. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. Although we
believe that our plans, intentions and expectations are reasonable, we may not
achieve such plans, intentions or expectations.
The
following are some of the factors that could affect financial performance or
could cause actual results to differ materially from estimates contained in or
underlying our forward-looking statements:
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·
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the
cyclical nature of the insurance and reinsurance
industry;
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·
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premium
rates;
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·
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investment
results;
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·
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legislative
and regulatory changes;
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·
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the
estimation of loss reserves and loss reserve
development;
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·
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reinsurance
may be unavailable on acceptable terms, and we may be unable to collect
reinsurance;
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·
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the
status or outcome of legal and/or regulatory
proceedings;
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·
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the
occurrence and effects of wars and acts of
terrorism;
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·
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the
effects of competition;
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·
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failure
to retain key personnel;
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·
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economic
downturns;
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·
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natural
disasters; and
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·
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the
reasons discussed in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 under the heading “Part II. — Item 1A — Risk
Factors.”
|
You
should carefully read this quarterly report, the documents that we reference
herein and the documents we have filed as exhibits, together with all other
documents we have filed with the SEC, with the understanding that our actual
future results, levels of activity, performance and achievements may be
different from what we expect and that these differences may be material. We
qualify all of our forward looking statements by these cautionary statements. We
undertake no obligation to update any of the forward looking statements after
the date of this report to conform those statements to reflect the occurrence of
unanticipated events, except as required by applicable law.
22
Overview
We are a
specialty provider of workers’ compensation insurance products. Through our
subsidiaries, we offer workers’ compensation insurance coverage, reinsurance,
and fee-based management services for self-insured entities. We seek to provide
quality products and services that fit the needs of our insureds and clients and
are dedicated to developing and maintaining a mutually beneficial, long-term
relationship with them. Our workers’ compensation insurance coverage is offered
to employers in California, New York, New Jersey, Arizona, Nevada, and other
states. Our reinsurance is underwritten from Bermuda, and our fee-based
management services are currently provided to one self-insured entity in
California.
Executive
Summary
Our net
loss from continuing operations for the first quarter of 2010 was $7.7 million
compared to a net loss of $8.2 million for the first quarter of 2009. The major
factors contributing to our current quarter net loss were:
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·
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a
decrease in net earned premiums;
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·
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an
increased current accident year loss ratio and unfavorable loss reserve
development on prior accident years;
and
|
|
·
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severance
expense related to our workforce
reduction.
|
Net Earned Premiums. Our net
earned premiums declined during the first quarter of 2010. This
resulted from primarily three items: a downgraded A.M. Best rating, increased
reinsurance, and difficult market conditions. First, in December 2009, A.M. Best
downgraded Majestic’s financial strength rating from “A-” to “B++”. As a result,
we were not able to retain and compete for certain rating sensitive business
written on or after January 1, 2010. Second, we ceded a greater amount of
premiums to third party reinsurers, based on increased costs associated with our
excess of loss reinsurance treaty and a higher ceding percentage on our quota
share reinsurance quarter-over-quarter. Third, ongoing weakness in business and
economic conditions in the U.S. and competitive market and difficult pricing
conditions in California, our largest market, adversely affected our
quarter-over-quarter net earned premiums.
Losses and Loss Adjustment
Expenses. Our losses and loss adjustment expense ratio increased to 106%
for the first quarter of 2010 from 81% for the first quarter 2009. The higher
loss ratio resulted from a higher current accident year loss ratio and
unfavorable loss reserve development on prior accident years. Our current
accident year loss ratio was higher quarter-over-quarter due to decreased net
earned premiums, the impact of lower ceding commission income on our loss
adjustment expenses, and an increase in our claims severity trends on primary
insurance policies underwritten in California. Our adverse development on prior
accident years was primarily from claims in California, New York and New Jersey
during accident year 2009 and claims in New York for accident year 2008. We
sought growth in 2008 and reduced prices to achieve that growth, amidst a
softening market and deteriorating economic conditions.
Employee Severance. During
the first quarter of 2010, we decided to reduce our workforce by 15%, or 29
employees, the majority of which were located in Poughkeepsie, New
York. This reduction, which was effective April 2, 2010, reflects the
decrease in premium levels experienced by the our insurance subsidiaries and is
designed to better align our workforce to current business levels, properly
manage our expenses, and support our business strategy going forward. We
recorded a pre-tax charge of $0.4 million for the cost of severance and related
costs in general and administrative expenses during the first quarter of 2010.
We expect the workforce reduction to yield annualized pre-tax expense savings of
approximately $2.6 million.
Factors Influencing Our Future
Performance. Our 2010 operating results and financial conditions could be
adversely affected by many factors including:
|
·
|
The
downgrade of Majestic’s A.M. Best financial strength rating to “B++”
(Good) from “A-” (Excellent) in December 2009 may continue to negatively
affect the volume of our premiums. Based on the downgrade, we
are unable to compete for and retain rating sensitive business. A.M.
Best’s rating actions reflected its concern over the potential impact on
Majestic from the regulatory and litigation issues we face, the sizeable
deterioration in our overall earnings, and the increased level of
dependence on Majestic to support holding company operations. Our
financial strength rating will remain under review until these items can
be evaluated further.
|
23
|
·
|
Based
on the downgrade in our A.M. Best rating, we entered into a strategic
alliance through a quota share reinsurance agreement with AmTrust,
effective April 1, 2010, which we expect to help us retain and compete for
rating sensitive business. For further information on our agreement with
AmTrust, see above under the heading “Item 1. Financial Statements – Note
12. Subsequent Events.” In addition to AmTrust, we may seek to
partner with other insurance carriers with which we can align to provide
our customers an A.M. Best “A-” or better
rating.
|
|
·
|
We
are subject to an investigation and potential litigation by the NY
Attorney General in connection with CRM’s self-insured group
administration practices and our initial public offering in December 2005.
In addition, the closure of our self-insured groups and our discontinued
New York fee-based management services business has resulted in several
lawsuits against us.
|
|
·
|
Lingering
effects of soft insurance market pricing could continue to affect growth
rates and earned premium levels through the remainder of 2010, and perhaps
later, depending on when insurance market conditions improve. These
conditions continue to weaken loss ratios and hamper near-term
profitability. Economic factors, including inflation, may increase our
claims and settlement expenses related to medical
care.
|
|
·
|
The
weak economy may continue to affect policyholders by deflating insured
payrolls, and until the economy significantly strengthens, we may not see
significant premium growth.
|
|
·
|
Our
premium growth also may lag as we seek to increase premium rates and take
corrective underwriting actions in certain areas of our
business.
|
|
·
|
The
California insurance marketplace could remain competitive, which could
cause carriers to pursue strategies that they believe could lead to
economies of scale, market share gains or the potential for an improved
competitive posture.
|
Strategic Alternatives. We
have formed a Special Committee of the Board of Directors and retained Macquarie
Capital to explore strategic alternatives to strengthen our capital position.
Alternatives could include, but may not be limited to, a sale, merger or other
business combination, a sale of shares or other recapitalization, a joint
venture arrangement, the sale or spin off of assets, or the continued execution
of our business plan. There can be no assurance that the exploration of
strategic alternatives will result in any transaction, or that, if completed,
any transaction will be on attractive terms.
Workers’
Compensation Insurance Market Conditions
Our
business is affected by the trends of the workers’ compensation insurance
market. The workers’ compensation insurance market has historically fluctuated
with periods of low premium rates and excess underwriting capacity resulting
from increased competition, followed by periods of high premium rates and
shortages of underwriting capacity resulting from decreased competition. Our
revenues have historically been generated primarily in California and New
York.
Our Insureds’ Payroll Levels.
Our primary insurance premiums are ultimately determined by the policyholder’s
aggregate payroll. Based on the recession in the U.S. during 2008 and 2009, we
have seen a rise in unemployment, and as a result, we are experiencing a
downward trend in the payroll levels of our insureds. Consequently, this
downward trend in payrolls has resulted in a downward trend of our net earned
premiums. Until unemployment declines, we may continue to experience a downward
trend in our insureds’ payrolls and our net earned premiums. To the extent that
payroll levels on insureds’ policies continue to decline as a result of the
recession, our actual premiums earned may be less than expected.
24
California’s Premium Rates.
In California, the state in which the largest amount of our workers’
compensation premiums are earned, the Workers’ Compensation Insurance Rating
Bureau of California (WCIRB), an industry-backed private organization that
provides statistical analysis, recommends claims cost benchmarks to be used by
companies in determining their premium rates. The WCIRB’s recommendations are
reviewed by the California Department of Insurance, which also adopts and
publishes its own claims cost benchmark. The benchmark rates cover expected loss
costs, but do not contain an element to cover operating expenses or
profit.
Between
2004 and 2007, California benchmark rates experienced a significant downward
trend, which resulted in soft market conditions. The reduction in rates was
based on legislative reforms adopted by California in 2003 and 2004, which had
the goal of reducing over time the medical and indemnity expenses incurred by
insurance companies under workers’ compensation policies. The benchmark rates in
California fell 63% percent since their high in 2003. Beginning in 2008, market
conditions indicated a stabilizing to California’s benchmark rates. However, the
pricing in the California market has remained soft. The significant benchmark
rating actions since 2008 have included:
|
·
|
In
January 2008, the Commissioner recommended no change in workers’
compensation insurance benchmark rates based upon his review of the data
provided by the WCIRB at that time.
|
|
·
|
In
May 2008, the Commissioner, citing forecasted marketplace stability, did
not issue an interim pure premium rate advisory - the first time in six
years an interim pure premium rate advisory was not issued by a California
insurance commissioner.
|
|
·
|
In
October 2008, the Commissioner rejected WCIRB’s recommendation of a 16%
increase to the workers’ compensation benchmark rates and instead
recommended a 5% increase. The WCIRB’s recommended increase was based
primarily on rising medical costs and loss adjustment
expenses.
|
|
·
|
In
July 2009, the Commissioner declined WCIRB’s application to increase the
workers’ compensation benchmark rates by 23.7%. The Commissioner
recommended no change, citing evidence that self-insured employers were
able to reduce overall workers’ compensation costs. The WCIRB’s
recommendation was based on an evaluation of the industry loss and loss
adjustment expense experience as of December 31, 2008 and on expected cost
increases arising from two significant Workers’ Compensation Board of
Appeals decisions that affected the 2004 legislative
reforms.
|
|
·
|
In
November 2009, the Commissioner declined WCIRB’s recommendation of a 22.8%
increase to the workers’ compensation benchmark rates. The Commissioner
recommended no change, citing evidence that insurers were not realizing
efficiencies to bring down the costs in the system, including failing to
achieve a balance between cost and benefit with medical provider networks
and utilization review, and are not communicating effectively with medical
providers. The WCIRB’s recommendation was based on an analysis of insurer
experience as of June 30, 2009, and an analysis of anticipated cost
increases stemming from two significant Workers’ Compensation Board of
Appeals decisions affecting the 2004
legislation.
|
|
·
|
In
April 2010, the WCIRB decided to not recommend an increase to the workers’
compensation benchmark rates effective July 1, 2010. However, the WCIRB
noted that, based on analysis of December 31, 2009 data, the claims cost
benchmark in California showed an overall claims cost increase of
21.1%.
|
The
California Insurance Commissioner’s decisions are advisory only and insurance
companies may choose whether or not to adopt the new rates. We set our own
California premium rates based upon actuarial analysis of current and
anticipated cost trends including any modifications to the workers’ compensation
system, while maintaining our goal of achieving underwriting
profits.
New York’s Premium Rates.
Workers’ compensation rates in New York have experienced significant pricing
pressure since the legislative reforms adopted in March 2007. Following almost
two years of relatively stable rates, in July 2007, the New York State
Superintendent of Insurance ordered that overall policyholders’ costs for
workers’ compensation be reduced by an average of 20.5% effective October 1,
2007. This 20.5% reduction included both changes in the workers’ compensation
rates set by the New York State Workers’ Compensation Board as well as a change
to the New York State assessment. The rate reduction was based upon an analysis
of the impact of the reforms and market trends associated with New York’s 2007
Workers’ Compensation Reform Act signed into law in March 2007, which was
intended to create a significantly less expensive system of workers’
compensation in New York while increasing the weekly benefits paid to injured
workers. In addition, in February 2008, New York State enacted related
legislation that requires workers’ compensation insurers to establish premiums
based on loss cost multipliers instead of a mandated rate. In August 2008, it
was announced that workers’ compensation rates in New York would be reduced by
an additional 5% percent for 2009, bringing the total reduction to about 25%
from the 2007 pre-reform rates.
25
Principal
Revenue and Expense Items
Our
revenues consist primarily of the following:
Net Premiums Earned. Gross
premiums written include all direct premiums billed during a specified policy
period and assumed premiums written. Assumed premiums written are
premiums from third party companies or authorized state mandated
pools. Net premiums written is the difference between gross premiums
written and premiums ceded or paid to affiliate or third party
reinsurers.
Net
premiums earned are the elapsed portion of our net premiums written. At the end
of each accounting period, (a) the portion of direct and assumed premiums that
are not yet earned is included in unearned premiums and is realized in
subsequent periods over the remaining terms of the policies; and (b) the portion
of ceded premiums that are not earned is included in prepaid reinsurance
premiums and is realized in subsequent periods over the remaining terms of the
policies.
Ceded
premiums earned also include reinstatement premiums. Reinstatement
premiums represent additional premiums payable to reinsurers to maintain
coverage purchased under excess of loss reinsurance contracts. These
contracts generally contain provisions requiring payment of additional premiums
based on a percentage of ceded losses in the event that losses of a defined
magnitude are ceded under such contracts. Reserves are established
for potential reinstatement premiums and are recorded once estimated actuarial
loss reserves exceed the defined limits.
A portion
of Majestic’s premiums are written on an adjustable basis, and premiums from
those policies can be adjusted retrospectively in accordance with the actual
loss experience of the policyholders’ claims arising during the policy
term. These retrospective premium adjustments are periodically made
to the net premiums earned to reflect the changes in the estimation of the
policyholders’ ultimate losses as more information becomes available over
time.
Earned
but unbilled premiums include estimated future audit premiums and are subject to
changes in payrolls due to growth, economic conditions and
seasonality. The estimates are continually reviewed and adjusted as
experience develops or new information becomes known. Any such
adjustments are included in current operations. At the end of the
policy terms, payroll-based premium audits are performed to determine earned
premiums for that policy year and the premiums are adjusted and billed
accordingly.
Fee-Based Management Services.
Our fee-based management services revenues include management fees
received from self-insured groups for management services. Our fees
are based on a percentage of premiums paid by members to the self-insured
groups.
Investment Income. Our
investment income is dependent upon the average invested assets in our portfolio
and the yield that we earn on those invested assets. Our investment yield
depends on market interest rates and the credit quality and maturity period of
our invested assets. In addition, we realize capital gains or losses on sales of
investments and realize losses on impairment of investments as a result of
changing market conditions, including changes in market interest rates and
changes in the credit quality of our invested assets. Investment income is
recorded net of investment expenses.
Our
expenses consist primarily of the following:
Losses and Loss Adjustment
Expenses. Losses and loss adjustment expenses reflect our best estimate,
using various actuarial analyses, of ultimate losses and loss adjustment
expenses, net of any reinsurance recoverables, we expect to incur on each
primary insurance and reinsurance contract written. Actual losses and loss
adjustment expenses will depend on actual costs to settle our claims and the
actual expenses incurred in settling the claims. Our loss adjustment expenses
include amounts for allocated loss adjustment expenses (ALAE) and unallocated
loss adjustment expenses (ULAE).
26
Policy Acquisition Costs.
Policy acquisition costs consist principally of commissions, premium taxes and
certain underwriting and other policy issuance costs related to the production
of new and renewal business.
Other Underwriting Expenses.
Other underwriting expenses consist of personnel expenses, including severance
expense of our insurance operations, insurance and other general and
administrative expenses of our insurance subsidiaries.
General and Administrative
Expenses. General and administrative expenses consist primarily of
personnel expenses, including corporate severance expense, fees paid to general
agents and brokers for binding the coverage of members in the self-insured
groups we manage, professional fees and other public company operating
costs.
Change
in Reportable Segments
We
previously reported our results in four operating segments: primary insurance
(Majestic), reinsurance (Twin Bridges), fee-based management services (CRM CA),
and corporate and other (CRM Holdings, CRM USA Holdings and Embarcadero).
Effective January 1, 2010, we have reflected changes in segment reporting and no
longer reports multiple segments. The change from reporting four reportable
segments to a single segment reflects our current business activities and
organizational changes. The prior period presented has been restated to conform
to the current period presentation.
The
changes in segment reporting include our primary insurance and reinsurance
segments, Majestic and Twin Bridges, being aggregated into a single
“risk-bearing” segment in accordance with the framework established by segment
reporting guidance. Twin Bridges is reinsuring only risk underwritten at
Majestic, both use independent agents/brokers to underwrite business, and both
Majestic and Twin Bridges, as insurance companies, share a similar regulatory
environment. Further, the operations of our fee-based segment, CRM CA, have
continued to decline, and at March 31, 2010, CRM CA was actively managing one
self-insured group and providing administrative services to two inactive
self-insured groups. Accordingly, the revenue, results of operations and total
assets of CRM CA fall below the quantitative threshold required for it to be a
reportable segment. Lastly, CRM Holdings, CRM USA Holdings and Embarcadero have
no revenues and are not viewed as a discrete operation for decision-making
purposes. Therefore, we have determined that the corporate segment is not a
reportable segment.
Critical
Accounting Policies and Estimates
We have
prepared a current assessment of our critical accounting policies and estimates
in connection with preparing our interim unaudited consolidated financial
statements as of and for the three months ended March 31, 2010 and 2009. We
believe that the accounting policies set forth in the Notes to our Consolidated
Financial Statements and “Critical Accounting Policies and Estimates” in the
Management’s Discussion and Analysis of Consolidated Financial Condition and
Results of Operations in our Annual Report on Form 10-K for the year ended
December 31, 2009 continue to describe the significant judgments and estimates
used in the preparation of our consolidated financial statements.
Going
Concern
The
financial statements presented in Item 1 have been prepared assuming that we
will continue as a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business. These consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets
nor relating to the amounts and classification of liabilities that may be
necessary should we be unable to continue as a going concern.
At and
for the three months ended March 31, 2010, we had a consolidated retained
deficit of $19.1 million and a loss from continuing operations before taxes of
$7.7 million. As a result, management continues to evaluate whether we have the
ability to continue as a going concern. In its analysis, management analyzes
each subsidiary company to determine whether it has sufficient assets to meet
its obligations as they become due in the foreseeable future.
27
Our
insurance subsidiary, Majestic, experienced an operating loss before income
taxes of $6.1 million for the three months ended March 31, 2010, and it had
$305.7 million in cash and invested assets, $24.6 million in retained earnings,
and total shareholders’ equity of $78.5 million. Our reinsurance
subsidiary, Twin Bridges, had operating income of $0.4 million for the three
months ended March 31, 2010, cash and invested assets of $17.3 million, $20.3
million in additional paid in capital, and total shareholders’ equity of $19.1
million. Consequently, management concluded that both Majestic and Twin
Bridges had sufficient liquid assets to meet their obligations as they become
due in the foreseeable future.
CRM
Holdings, CRM USA Holdings and Embarcadero (the Holding Companies) generate no
revenues and are obligated to pay expenses related to debt service, public
company and other general corporate overhead expenses. The Holding
Companies rely upon dividends and/or distributions of capital from their
subsidiaries to meet these obligations. However, as regulated insurance
companies, Majestic and Twin Bridges, are subject to significant regulatory
restrictions limiting their ability to declare and pay dividends and/or
distribute capital as described in Note 21 of the notes to our consolidated
financial statements included in Item 8 of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2009.
In
addition, our fee based subsidiary CRM CA has declining cash flows due to the
closure of and decline in premiums under management of the self-insured groups
it manages. Finally, CRM NY and Eimar have no operating cash inflows
or outflow as they are classified as discontinued operations, but continue to
have legal defense and contractual obligation payments.
To
conserve cash in order meet the obligations of the Holding Companies, CRM CA and
discontinued operations, management has established a plan, which includes the
following aspects:
|
·
|
Management
has the right to suspend payments of interest on CRM USA Holdings debt
obligations for twenty consecutive quarters; and elected to do so in the
fourth quarter of 2009 and will continue to defer these payments for the
foreseeable future.
|
|
·
|
Management
has obtained approval from the Bermuda Monetary Authority for its Twin
Bridges subsidiary to pay a substantial distribution of surplus to the
parent company in 2010.
|
|
·
|
Management
will continue its past approved practice under its Form D filing with the
California Department of Insurance of allocating expenses from the
domestic Holding Companies to the insurance entity,
Majestic.
|
|
·
|
Management
continues to implement cost cutting measures at the Holding Companies
which include pay cuts for executive management and the Board of
Directors, which were effective January 1, 2010, and the reduction in work
force described in “Item 1 – Financial Statements – Note 3. Employee
Severance.” Further cost cutting measures at the Holding
Companies and operating companies are also
commencing.
|
|
·
|
We
entered into a quota share reinsurance agreement with AmTrust to minimize
the loss of clients that require policies issued by an A-rated insurance
company.
|
Based on
this plan, management has concluded that the Holdings Companies as well as the
operating companies and discontinued operations will have sufficient cash to
meet their obligations as they become due in the foreseeable
future.
It is
possible, however, that the actual results of one or more of management’s plans
could be materially worse than anticipated, or that one or more of management’s
significant judgments or estimates concerning the risks and uncertainties
affecting us could prove to be materially incorrect. As a result of any of the
foregoing, there could be substantial doubt about our ability to continue as a
going concern, unless we are able to obtain sufficient financing, as to which
there can be no assurances. If we fail to execute our plan or otherwise resolve
the matter, we would not be able to continue as a going concern and could
potentially be forced to seek relief through a filing under the U.S. Bankruptcy
Code or Bermuda Companies Act.
28
Results
of Operations
Three
months ended
March
31,
|
||||||||
2010
|
2009
|
|||||||
(Dollars
in thousands)
|
||||||||
Written
premiums
|
||||||||
Gross
premiums written
|
$ | 28,660 | $ | 40,008 | ||||
Ceded
premiums written
|
(14,898 | ) | (17,225 | ) | ||||
Net
premiums written
|
$ | 13,762 | $ | 22,783 | ||||
Revenues
|
||||||||
Net
premiums earned
|
$ | 13,638 | $ | 21,142 | ||||
Fee-based
income
|
270 | 1,674 | ||||||
Investment
income
|
2,811 | 3,250 | ||||||
Total
revenues
|
16,719 | 26,066 | ||||||
Expenses
|
||||||||
Losses
and loss adjustment expenses
|
14,458 | 17,085 | ||||||
Policy
acquisition costs
|
3,022 | 3,906 | ||||||
Other
underwriting expenses
|
4,448 | 6,865 | ||||||
General
and administrative expenses
|
2,068 | 8,700 | ||||||
Interest
expense
|
1,091 | 900 | ||||||
Total
expenses
|
25,087 | 37,456 | ||||||
Loss
from continuing operations before income taxes
|
(8,368 | ) | (11,390 | ) | ||||
Tax
provision (benefit) from continuing operations
|
(665 | ) | (3,204 | ) | ||||
Loss
from continuing operations
|
(7,703 | ) | (8,186 | ) | ||||
Loss
from discontinued operations
|
(175 | ) | (203 | ) | ||||
Net
Loss
|
$ | (7,878 | ) | $ | (8,389 | ) | ||
GAAP
Combined Ratio
|
||||||||
Loss
and loss adjustment expense ratio(1)
|
106.0 | % | 80.8 | % | ||||
Underwriting
expense ratio(2)
|
54.8 | % | 50.9 | % | ||||
GAAP
combined ratio(3)
|
160.8 | % | 131.7 | % |
(1)
|
The
loss and loss adjustment expense ratio is calculated by dividing losses
and loss adjustment expenses by net premiums earned. When the calendar
year loss and loss adjustment ratio is adjusted to exclude prior period
items, such as loss reserve development, it becomes the “accident year
loss ratio,” a non-GAAP financial
measure.
|
(2)
|
The
underwriting expense ratio is calculated by dividing the total of policy
acquisition costs and other underwriting expenses by net premiums
earned.
|
(3)
|
The
GAAP combined ratio is the sum of the loss and loss adjustment expense
ratio and the underwriting expense ratio. The GAAP combined ratio is a key
measurement of profitability traditionally used in the property-casualty
insurance business.
|
29
Gross Premiums Written. Gross
premiums written decreased $11.3 million, or 28%, to $28.7 million in the first
quarter of 2010, as compared to $40.0 million in the first quarter of
2009. Of this decrease, $9.7 million was attributable to primary
insurance policies and $1.6 million was attributable to excess insurance
policies. Geographically, our gross premiums written
were:
Three
Months Ended March 31,
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
California
|
$ | 21,081 | 74 | % | $ | 24,981 | 62 | % | ||||||||
New
York/New Jersey
|
6,148 | 21 | % | 12,798 | 32 | % | ||||||||||
Others
|
1,431 | 5 | % | 2,229 | 6 | % | ||||||||||
Total
|
$ | 28,660 | 100 | % | $ | 40,008 | 100 | % |
Despite a
10% increase in our current quarter average premium rate per policy, our gross
written premiums decreased as compared to the same period last
year. This decrease was primarily due to:
|
·
|
The
December 2009 downgrade of Majestic’s financial strength rating to “B++”
from “A-”. The downgrade impeded our ability to renew existing insureds
who require an A- or better rating and attract new business in an already
highly competitive marketplace.
|
|
·
|
We
undertook underwriting actions on our New York and New Jersey primary
policy business, and lowered our east coast in-force policy count by 46%
for the first quarter of 2010 as compared to the first quarter of
2009.
|
|
·
|
A
continuing weak economy resulting in reduced payroll levels of our
insureds. Our current year payroll exposure is 24% lower for the first
quarter of 2010 as compared to the first quarter of
2009.
|
The
principal factors contributing to lower net written premiums on excess policies
were a reduction in both the number of issued policies and reported
payrolls.
Ceded Premiums Written. Ceded
premiums written decreased $2.3 million, or 14%, to $14.9 million in the first
quarter of 2010 as compared to $17.2 million in the first quarter of
2009. This decrease was primarily due to the decrease in gross
premiums written as discuss above, somewhat offset by a greater percentage of
premiums ceded to reinsurers under quota share agreements in 2010 as compared to
2009. Premiums ceded to external reinsurers under quota share
agreements were in the following proportions in the first quarter of 2010 as
compared to 2009:
Three
months ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Max
Re(1)
|
13 | % | 40 | % | ||||
Aspen/Axis(2)
|
34 | % | — | |||||
Total
External Quota Share %
|
47 | % | 40 | % |
(1)
|
The
cession percentages shown do not reflect the effects of amounts ceded
under our excess of loss reinsurance treaty. For losses incurred between
July 1, 2008 and June 30, 2009, Majestic entered into a 40% ceded quota
share agreement with Max Re. For losses incurred between July 1, 2009 and
June 30, 2010, Majestic entered into a 15% ceded quota share agreement
with Max Re, excluding coverage for workers’ compensation business written
by Majestic in New York. The cession percentage shown in the table for
this agreement reflects an approximation of the exclusion of New York
business.
|
(2)
|
The
cession percentages shown do not reflect the effects of amounts ceded
under our excess of loss reinsurance treaty. For losses incurred between
July 1, 2009 and June 30, 2010, Majestic entered into a 43% ceded quota
share agreement with Aspen Re and Axis. The cession percentage reflects
the 80% placement with Aspen Re and Axis under the 43% quota share
agreement.
|
30
Net Premiums Earned. Net
premiums earned decreased $7.5 million, or 36%, to $13.6 million in the first
quarter of 2010 as compared to $21.1 in the first quarter of 2009. Of
this decrease, $7.0 million is attributable to primary insurance policies and
$0.5 million is attributable to excess insurance policies.
Geographically,
our net premiums earned were:
Three
Months Ended March 31,
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
California
|
$ | 9,242 | 68 | % | $ | 12,713 | 60 | % | ||||||||
New
York/New Jersey
|
3,715 | 27 | % | 7,156 | 34 | % | ||||||||||
Others
|
681 | 5 | % | 1,273 | 6 | % | ||||||||||
Total
|
$ | 13,638 | 100 | % | $ | 21,142 | 100 | % |
The
decrease in our net earned premiums was based on the factors described above in
“Gross Premiums Written,”
and the continuing impact of premium
refunds on expiring policies following the completion of payroll
audits.
Fee-Based Income. Revenues
from fee-based management services decreased $1.4 million, or 84%, to $0.3
million for the first quarter of 2010, from $1.7 million in the first quarter of
2009. The decrease resulted from a reduction in the number of
self-insured groups under management, and lower payrolls attributable to the
members of the self-insured groups currently under management.
Net Investment Income. Net
investment income decreased $0.4 million, or 14%, to $2.8 million in the first
quarter of 2010, from $3.3 million in the first quarter of 2009. Of
this decrease, $0.3 million is attributable to a lower investment yield on our
available-for-sale portfolio and $0.1 million is attributable to lower net
realized gains in the first quarter of 2010 as compared to 2009. The
investment yield on our available for sale portfolio in the first quarter of
2010 was 3.7% as compared to 4.4% in the first quarter of 2009.
Losses and Loss Adjustment
Expenses. Losses and loss adjustment expenses decreased $2.6 million, or
15%, to $14.5 million in the first quarter of 2010, from $17.1 million in the
first quarter of 2009. The losses and loss adjustment expenses ratio
was 106% in the first quarter of 2010 as compared to 81% in the first quarter of
2009. Our losses and loss adjustment expenses did not decrease in the
same proportion as the decrease in our net earned premiums, primarily due to an
increased current year accident loss ratio.
Our loss
and loss adjustment expense ratio for 2010 compared 2009 was higher
quarter-over-quarter due to an increased current accident year loss ratio and
the recognition of unfavorable development on prior period losses, as shown in
the following table:
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(Dollars
in thousands)
|
||||||||
Loss
ratio for current accident year losses
|
95 | % | 75 | % | ||||
Loss
ratio for prior accident year losses
|
11 | % | 6 | % | ||||
Loss
and loss adjustment expense ratio
|
106 | % | 81 | % |
The
current accident year loss ratio for the first quarter of 2010 was 95%, compared
to 75% for the first quarter of 2009. The current accident year loss
ratio was higher in 2010 compared to 2009 due to the effects of decreased net
earned premiums, as discussed above in “Net Premiums Earned,” and the items
shown in the following table:
31
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Current
accident year loss and ALAE ratio
|
78 | % | 66 | % | ||||
Current
accident year ULAE loss ratio
|
17 | % | 9 | % | ||||
Current
accident year loss ratio
|
95 | % | 75 | % | ||||
Adjustments:
|
||||||||
Subsequent
period adjustment(1)
|
— | 16 | % | |||||
Ceding
commission for ULAE(2)
|
(6 | %) | — | |||||
Adjusted
current accident year loss ratio
|
89 | % | 91 | % |
(1)
|
The
subsequent period adjustment includes amounts for losses, ALAE and ULAE.
The current accident year loss ratio recorded during the first quarter of
2009 of 75% was adjusted during subsequent periods in 2009 to 91%. This
upward adjustment resulted from subsequent actuarial analysis reflecting
higher than expected claims severity in California during accident year
2008, which led to the subsequent increase in the 2009 current accident
year loss ratio.
|
(2)
|
The
current accident year loss ratio was affected by the quota share
reinsurance agreements in effect during the first quarter of 2010 compared
to 2009. The current accident year loss ratio for the first quarter of
2010 was affected by the impact of having no ceding commission income to
cover unallocated loss adjustment expenses, compared to 6% ceding
commission income for the first quarter of
2009.
|
Our loss
and adjustment expense ratio for the first quarter of 2010 was also affected by
the recognition of unfavorable development on prior periods. We recognized $1.5
million of net unfavorable development on prior accident years in 2010, compared
to $1.2 million of net unfavorable development on prior accident years in
2009.
During
the first quarter of 2010, we had $2.0 million of unfavorable development in our
primary insurance business offset by $0.5 million of favorable development in
our excess insurance business. Our unfavorable development was
primarily from claims in New York, California and New Jersey during accident
year 2009 and from claims in New York during accident year 2008. Our actual
incurred and paid losses for these claims have developed higher than our
actuarial projections at December 31, 2009. The favorable development in our
excess business was predominantly in California, where losses above the
self-insured retention have not emerged as expected.
During
the first quarter of 2009, we had $1.8 million of net unfavorable development in
our primary insurance business offset by $0.6 million of favorable development
in our excess insurance business. Our unfavorable development was predominantly
from policies underwritten in New Jersey during accident year 2008, where
estimated average cost per claim increased. The favorable development in our
excess business was predominantly in California as a result of favorable loss
cost trends.
We have
established loss reserves at March 31, 2010 that are based upon our current best
estimate of loss costs. Loss reserves do not represent an exact
calculation of liability, but instead represent management’s best estimates,
generally utilizing actuarial expertise and projection techniques, at a given
accounting date. Reserves for losses and loss adjustment expenses are estimates
and are inherently uncertain; they do not and cannot represent an exact measure
of liability. The methods for making such estimates and for
establishing the resulting reserves are continually reviewed and updated, and
any adjustments are reflected in current operations. For additional
information regarding our reserves for losses and loss adjustment expenses, our
processes for establishing the reserves and the risks associated therewith, see
our Annual Report on Form 10-K for the year ended December 31, 2009 under the
headings “Item 1. Business — Primary Insurance Segment — Reserves for Losses and
Loss Adjustment Expenses,” “Item 1A. Risk Factors — Our loss reserves are based
on estimates and may be inadequate to cover our losses,” and “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Critical Accounting Policies and Estimates — Reserve for Losses and
Loss Adjustment Expenses.”
Policy Acquisition Costs.
Policy acquisition costs decreased $0.9 million, or 23%, to $3.0 million for the
first quarter of 2010, from $3.9 million for the first quarter on
2009. This decrease was primarily attributable to lower net earned
premiums that resulted in a reduction in broker commissions and premiums
taxes. The decrease was offset by lower ceding commission income
earned on quota share reinsurance agreements during the first quarter of 2010 as
compared to the first quarter of 2009.
32
Other Underwriting Expenses.
Other underwriting expenses decreased $2.4 million, or 35%, to $4.4 million in
the first quarter of 2010, from $6.9 million in the first quarter of
2009. The decrease was primarily attributable to:
|
·
|
a
$1.4 million reduction in the reserves established for uncollectible
premium and assessment receivables that resulted from underwriting actions
taken in New York and New Jersey in
2009;
|
|
·
|
a
$0.3 million reduction in our loss-based assessments related to the
run-off of our business under the United States Longshore and Harbor
Workers’ Compensation Act;
|
|
·
|
a
$0.4 million reduction in professional fees that resulted from cost
cutting measures initiated in the first quarter of 2010;
and
|
|
·
|
a
$0.6 million decrease that resulted from various other cost-cutting
measures instituted during the first quarter of
2010.
|
These
decreases were offset by $0.3 million of severance expense related to a portion
of the work force reduction during the first quarter of 2010.
Despite
the decreases in both policy acquisition costs and other underwriting expenses,
the effects of reduced premium volume resulted in underwriting expense ratios of
55% and 51% for the first quarter of 2010 and 2009, respectively.
General and Administrative
Expenses. General and administrative expenses decreased $6.6 million, or
76%, to $2.1 million in the first quarter of 2010, from $8.7 in the first
quarter of 2009. The decrease was attributable to:
|
·
|
the
recognition of $5.3 million of severance expense related to our former
co-chief executive officers during the first quarter of 2009, compared to
$0.1 million of severance expense related to the remainder of the work
force reduction during the first quarter of
2010;
|
|
·
|
a
$0.7 million reduction in fees paid to general agents and brokers due to a
decline in the groups under management and lower payrolls of the groups’
members;
|
|
·
|
a
$0.3 million reduction in professional fees, which resulted from cost
cutting measures initiated in the first quarter of 2009;
and
|
|
·
|
a
$0.4 million decrease in other general and administrative expenses that
resulted from various other cost cutting measures institute during the
first quarter of 2010.
|
Interest Expense. Interest
expense increased $0.2 million, or 21%, to $1.1 million in the first quarter of
2010, from $0.9 million in the first quarter of 2009. The increase resulted from
increased balances provided by third party reinsurers as collateral for unpaid
ceded liabilities under reinsurance agreements.
Loss from Continuing Operations
before Income Taxes. Loss from continuing operations before income taxes
in the first quarter of 2010 was $8.4 million, compared to $11.4 million in the
first quarter of 2009. The decrease in our net loss was principally
attributable to the reduction of operating expenses.
Provision for Income Taxes.
We recorded an income tax benefit from continuing operations of $0.7 million in
the first quarter of 2010, compared to $3.2 million in the first quarter of
2009. Our current quarter income tax benefit includes an increase in the
valuation allowance established in 2009 with respect to the net deferred tax
asset of our U.S. domiciled subsidiaries. CRM Holdings and Twin
Bridges, our Bermuda domiciled subsidiaries, are not subject to U.S. income
taxation.
The
income tax benefit for first quarter of 2009 included a current tax benefit of
$2.9 million and a deferred tax benefit of $0.3 million. The current tax benefit
was primarily due to the tax impact of operating losses of CRM USA Holdings and
Majestic, offset by the tax impact of operating income of CRM CA. The
deferred tax benefit of $0.3 million was primarily due to temporary differences
from net loss reserves, unearned premium reserves and deferred policy
acquisition costs reported differently for financial statement purposes than for
federal income tax purposes.
33
Discontinued Operations. We
recorded net losses of $0.2 million from discontinued operations for both the
first quarter of 2010 and 2009. As of September 8, 2008, we ceased to manage
self-insured groups in New York and consequently stopped providing fee-based
management services to those self-insured groups. In addition, we ceased
providing medical bill review and case management services to self-insured
groups and third party clients. Accordingly, the results of CRM and
Eimar are presented as discontinued operations. For the first quarter
of both 2010 and 2009, we recorded $0.2 million of legal defense costs related
to the pending regulatory proceedings and litigation described in “Part I.
Financial Information – Item 1. Financial Statements – Note 12.
Contingencies.”
Net Loss. Consolidated net
loss was $7.9 million for the first quarter of 2010, compared to $8.4 million
for the first quarter of 2009. The decrease in our net loss is principally
attributable to the reduction of in our loss from continuing operations, offset
by a decrease in our income tax benefit.
Investment
Portfolio
We invest
the funds made available by our insurance and reinsurance subsidiaries’ capital
and the net cash flows from operations, with the objective to earn income and
realized gains on investments. At March 31, 2010, our investment portfolio,
including short-term investments and cash and cash equivalents, totaled $328.5
million, as compared to $332.6 million at December 31, 2009. The following table
shows the fair market values of various categories of our available-for-sale
investment portfolio, the percentage of the total market value of our invested
assets represented by each category and the tax equivalent yield to maturity
based on the fair market value of each category of invested assets as of the
dates indicated:
As
of March 31, 2010
|
As
of December 31, 2009
|
|||||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||
Description
of Securities
|
Fair
Value
|
Percent
of Total
|
Yield
|
Fair
Value
|
Percent
of Total
|
Yield
|
||||||||||||||||||
U.S.
Treasury and government sponsored agency securities
|
$ | 73,752 | 25 | % | 2.7 | % | $ | 72,665 | 26 | % | 2.8 | % | ||||||||||||
Obligations
of states and political subdivisions
|
76,857 | 26 | % | 4.8 | % | 63,535 | 23 | % | 4.3 | % | ||||||||||||||
Corporate
and other obligations
|
147,535 | 49 | % | 3.7 | % | 140,393 | 51 | % | 3.7 | % | ||||||||||||||
Total
investments, available-for-sale
|
$ | 298,144 | 100 | % | 3.7 | % | $ | 276,593 | 100 | % | 3.6 | % |
The
following table shows the ratings distribution of our fixed-income portfolio by
Standard and Poor’s rating as a percentage of total market value as of the dates
indicated:
Rating
|
As
of March 31,
2010
|
|||||||
(Dollars
in thousands)
|
||||||||
“AAA”
|
$ | 144,279 | 48 | % | ||||
“AA”
|
72,143 | 24 | % | |||||
“A”
|
76,548 | 26 | % | |||||
“BBB”
|
4,945 | 2 | % | |||||
“Other”
|
229 | 0 | % | |||||
Total
fixed-maturity
securities
|
$ | 298,144 | 100 | % |
We
regularly evaluate our investment portfolio to identify other-than-temporary
impairments in the fair values of the securities held in our investment
portfolio. When, in the opinion of management, a decline in the fair value of an
investment below its cost or amortized cost is considered to be
other-than-temporary, such investment is written-down to its fair value. If we
do not intend or are unable to hold the other-than-temporarily impaired
investment, the amount written-down is recorded in earnings as a realized loss
on investments. If we do not have the intent to sell the security, and it is
more likely than not that it will not be required to be sold before recovery of
its cost basis, we separate the other-than-temporary impairment into two
components – credit losses and losses attributed to other
factors. The amount of the other-than-temporary impairment related to
credit losses is recorded in earnings as a realized loss on
investments. The amount of the other-than-temporary impairment
related to other factors is recorded in other comprehensive loss.
34
We
consider various factors in determining whether a decline in the fair value of a
security is other-than-temporary, including:
|
·
|
how
long and by how much the fair value of the security has been below its
cost;
|
|
·
|
the
financial condition and near-term prospects of the issuer of the security,
including any specific events that may affect its operations or
earnings;
|
|
·
|
our
intent not to sell, or more likely than not be required to sell the
security for a sufficient time period for it to recover its
value;
|
|
·
|
any
downgrades of the security by a rating agency;
and
|
|
·
|
nonpayment
of scheduled interest payments.
|
The fair
value guidance creates a common definition of fair value, establishes a
hierarchy for determining fair value that emphasizes the use of observable
market data whenever available and requires expanded disclosures as described in
more detail in Note 6 of the Notes to our Consolidated Financial Statements
under Item 1. We outsource investment accounting services for our
available-for-sale investment portfolio to a third party. Through this third
party, we use nationally recognized pricing services to estimate fair value
measurements for our investments. These pricing services include FT Interactive
Data, Hub Data, J.J. Kenny, Standard & Poors, Reuters and the Bloomberg
Financial Market Services. The pricing services use market quotations for
securities that have quoted prices in active markets. When quoted prices are
unavailable, the pricing services use significant other observable inputs that
are more subjective, such as pricing models or other financial analytical
methods. To validate the techniques or models used by the pricing services, we
compare the fair value estimates to our perception of the current market and
will challenge any prices deemed not to be representative of fair
value.
Liquidity
and Capital Resources
We are a
holding company and our operating subsidiaries are the primary source of funds
for our operations. We have two primary concerns in managing our liquidity.
First, we need to ensure that there is adequate cash available in the insurance
subsidiaries to pay claims. Second, we need to ensure that our holding
companies, CRM Holdings, CRM USA Holdings and Embarcadero, which have no
operating revenues, all have adequate cash to service their debt obligations and
to pay income taxes and other expenses. The management of capital resources is
primarily concerned with ensuring that there is adequate capital to operate our
insurance business within the criteria imposed by regulatory requirements and
with the criteria used by rating agencies to assign financial strength
ratings.
Liquidity
Liquidity
is a measure of a company’s ability to generate sufficient cash flows to meet
the short- and long-term cash requirements of its business operations. The
liquidity requirements of our business have been met primarily by funds
generated from operations, asset maturities and income received on investments.
As discussed above under the heading “Critical Accounting Policies and Estimates
– Going Concern,” we believe that we will be able to meet our obligations as
they become due in the foreseeable future. It is possible, however, that the
actual results of one or more of our plans could be materially worse than
anticipated, or that one or more of our significant judgments or estimates
concerning the risks and uncertainties affecting us could prove to be materially
incorrect. Our future is dependent on our ability to execute our plan
successfully or otherwise address our liquidity needs. If we fail to do so for
any reason, we would not be able to continue as a going concern and could
potentially be forced to seek relief through a filing under the U.S. Bankruptcy
Code or Bermuda Companies Act.
35
Our
insurance operations generally create liquidity because insurance premiums are
collected prior to disbursements for claims which may take place many years
after the collection of premiums. Collected premiums may be invested, until
claims must be paid and investment income provides additional cash receipts. In
periods in which disbursements for claims and benefits, current policy
acquisition costs and current operating and other expenses exceed operating cash
receipts, cash flow is negative. Such negative cash flow is offset by cash flow
from investments, principally short-term investments and maturities of
longer-term investments. The exact timing of the payment of claims and benefits
cannot be predicted with certainty.
Our
insurance subsidiaries maintain portfolios of invested assets with varying
maturities and a substantial amount of short-term investments to provide
adequate cash for the payment of claims. At March 31, 2010, short-term
investments and fixed maturity investments maturing within two years amounted to
$82.2 million. These securities are expected to provide adequate sources of
liquidity for the expected payment of our loss reserves. We do not
expect to sell securities to pay our policy liabilities as they come
due.
Our
insurance subsidiaries are subject to insurance regulations which restrict their
ability to distribute dividends. In addition, Majestic has agreed not to pay any
dividends without prior approval of the California Department of
Insurance. For a further discussion of these restrictions, see Item 1
under the heading “Regulation” in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2009. In addition to these limitations, our U.S.
operating subsidiaries are subject to a U.S. federal withholding tax of 30% on
any dividends paid to CRM Holdings.
Consolidated Cash Flows. The
following table summarized our consolidated cash flows from operating, investing
and financing activities for the three months ended March 31, 2010 and
2009:
Three
Months Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(Dollars
in thousands)
|
||||||||
Total
cash (used in) provided by
|
||||||||
Operating
activities
|
$ | (7,009 | ) | $ | (5,106 | ) | ||
Investing
activities
|
(18,673 | ) | 4,368 | |||||
Financing
activities
|
1,896 | (101 | ) | |||||
Net
cash decrease
|
$ | (23,786 | ) | $ | (839 | ) |
Net cash
used in operating activities was $7.0 million in the first quarter of 2010 as
compared to $5.1 million in the first quarter of 2009, a decrease of $1.9
million. The decrease in cash was primarily due to lower premium
receipts and from increases in the net settlement of claims.
Net cash
used in investing activities was $18.7 million for the first quarter of 2010 as
compared to net cash provided by investing activities of $4.4 million for the
first quarter of 2009. The decrease in cash was primarily due to a
reduction in sales and maturities of available-for-sale investments in the first
quarter of 2010 as compared to 2009.
Net cash
provided by financing activities was $1.9 million for the first quarter of 2010
as compared to cash used in financing activities of $0.1 million for the first
quarter of 2009, an increase of $2.0 million. The increase was
primarily attributable to an increase in restricted cash and cash equivalents on
deposit for the benefit of various regulatory agencies.
Capital
Resources
Our
insurance operations require cash and liquid investments to pay claims and
expenses, but the amount of capital in our insurance subsidiaries influences how
much premium we can write. The amount of capital in our insurance subsidiaries
is maintained relative to standardized capital adequacy measures. In the United
States and Bermuda, insurers and reinsurers are required to maintain certain
minimum levels of capital and risk-based capital, the calculation of which
includes numerous factors specified by the respective insurance regulatory
authorities and the related insurance regulations. Factors that affect capital
requirements generally include premium volume, the extent and nature of loss and
loss expense reserves, the type and form of insurance business underwritten and
the availability of reinsurance protection on terms that are acceptable to
us.
36
Our
competitive position and capital requirement is also partly determined by our
financial strength ratings. In December 2009, A.M. Best downgraded Majestic’s
financial strength rating from “A-” (Excellent) to “B++” (Good). The rating is
under review and has a negative outlook. The rating reflects AM. Best’s opinion
of our financial strength, operating performance and ability to meet
obligations. If an independent rating agency downgrades or withdraws either of
our ratings, we could be severely limited or prevented from writing any new
insurance contracts, which would significantly and negatively affect our
business. Insurer financial strength ratings are based upon factors relevant to
policyholders and are not directed toward the protection of
investors.
A.M.
Best’s financial strength ratings are based primarily on a company’s balance
sheet strength, taking into account the amount of capital needed to support the
financial risks of a company. We have purchased quota share reinsurance coverage
in order to maintain our A.M. Best rating. Under quota share reinsurance, the
reinsurer accepts a pro rata share of the insurer’s, or ceding company’s, losses
and an equal share of the applicable premiums. Quota share reinsurance allows
the ceding company to increase the amount of business it could otherwise write
by sharing the risks with the reinsurer. The effect of the quota share
reinsurance on the ceding company is similar to increasing its capital which is
the principal constraint on the amount of business an insurance company can
prudently write.
Effective
July 1, 2009, we entered into two reinsurance agreements – a 43% ceded quota
share agreement, of which 80% was placed with participating reinsurers, and a
15% ceded quota share agreement. Our execution of these agreements was based, in
part, on A.M. Best’s concern over limited capital being readily available. The
agreements are set to expire on June 30, 2010, and based on our operating
results for the first quarter of 2010 and current capital position, we are
currently evaluating our need to purchase quota share reinsurance with respect
to our maintenance of an A.M. Best financial strength rating of “B++” or
better.
We have
formed a Special Committee of the Board of Directors and retained Macquarie
Capital to explore strategic alternatives to strengthen our capital position.
Alternatives could include, but may not be limited to, a sale, merger or other
business combination, a sale of shares or other recapitalization, a joint
venture arrangement, the sale or spin off of assets, or the continued execution
of our business plan. There can be no assurance that the exploration of
strategic alternatives will result in any transaction, or that, if completed,
any transaction will be on attractive terms.
On
November 10, 2009, we received a Nasdaq Staff Deficiency Letter indicating that
we fail to comply with the minimum bid price requirement for continued listing
on the NASDAQ Global Select Market as set forth in Marketplace Rule 5450(a)(1).
If we do not regain compliance with the minimum bid price rule by May 10, 2010,
Nasdaq will provide notice to us that our common shares will be
delisted.
We have
applied to transfer the listing of our common shares to the NASDAQ Capital
Market. If the application is approved, then we may be eligible for an
additional 180-day grace period. However, there can be no assurance that we will
satisfy all criteria for initial listing on the NASDAQ Capital Market, other
than compliance with the minimum bid price requirement. One of the criteria for
initial listing on the Nasdaq Capital requires that the market value of our
publicly held shares total at least $5 million as of May 11, 2010 (“publicly
held shares” are defined as total shares outstanding, less any shares held
directly or indirectly by officers, directors or any person who is the
beneficial owner of more than 10% of the total shares outstanding of the
company). The market value of our publicly held shares has been below $5 million
in the past. Thus, we cannot assure that we will meet all the listing
requirements of the Nasdaq Capital Market at the time of our application, and as
such, we may not be eligible for the additional 180-day grace
period.
If our
application to the Capital Market is not approved and we are not afforded the
additional 180-day grace period, then we may seek to execute a reverse share
split. At our 2010 Annual General Meeting of Shareholders, the shareholders
voted on and approved to authorize the Board of Directors, in its discretion, to
effect a reverse share split of the Company’s common and Class B shares within a
range of 1-for-5 shares to 1-for-10 shares, at any time prior to November 5,
2010. The primary purpose of the reverse share split is to increase the per
share trading price of our common shares. However, there can be no assurance
that the reverse share split, if implemented, will have the desired effect of
sufficiently raising the common share price. The effect of a reverse share split
upon the market price of the common shares cannot be predicted with any
certainty. The market price of the common shares may vary based on other factors
that are unrelated to the number of shares outstanding, including our future
performance.
37
We also
cannot assure you that the common shares will not be delisted due to a failure
to meet other continued listing requirements even if after the reverse share
split the market price per share of the common shares remains in excess of
$1.00. If a delisting from NASDAQ were to occur, we may seek to have the common
shares traded on the OTC Bulletin Board or in the “pink sheets.” These
alternative markets are generally considered to be less efficient and liquid
than the Nasdaq stock market, where our shares are now listed.
A
delisting from NASDAQ could also significantly impact the transferability and
issuance of our common shares under Bermuda law. Specific permission is required
from the Bermuda Monetary Authority, pursuant to the provisions of the Exchange
Control Act 1972 and related regulations, for all issuances and transfers of
securities of Bermuda companies, other than in cases where the Bermuda Monetary
Authority has granted a general permission. The Bermuda Monetary Authority has
advised that where any equity securities, which would include our common shares,
of a Bermuda company are listed on an appointed stock exchange, general
permission is given for the issue and subsequent transfer of any securities of a
company from and/or to a non-resident, for as long as any equities securities of
such company remain so listed. The Nasdaq Stock Market, Inc. is deemed to be an
appointed stock exchange under Bermuda law. However, the OTC Bulletin Board and
the “pink sheets” are not considered to be appointed stock exchanges. As an
alternative, we could seek to apply for listing on the Bermuda Stock Exchange,
which is considered an appointed stock exchange, although we cannot assure you
that such a listing can be obtained. Consequently, if our common shares are
delisted from the Nasdaq and we do not obtain a listing on the Bermuda Stock
Exchange, we would no longer qualify for the Bermuda Monetary Authority’s grant
of general permission. As such, the transfer and issuance of our
common shares would subject to specific permission of the Bermuda Monetary
Authority under the Exchange Control Act 1972.
For
additional information and the risks associated with the Nasdaq’s notice, see
“Item 1A. Risk Factors — Our common shares could be delisted from the Nasdaq
Global Select Market if we fail to continue to meet all applicable Nasdaq Global
Select Market requirements” in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2010.
Beginning
December 15, 2009, we elected to defer our regularly scheduled quarterly
interest payments with respect to our trust preferred securities financing and
the $36.1 million in junior subordinated debentures issued in connection
therewith. Although we have the financial means to pay the interest
on the debt securities, we elected to defer payments of interest to conserve
cash. The total estimated annual interest that would be payable on the Debt
Securities, if not deferred, is approximately $3.1 million. The terms of the
debt securities allow us to defer payment of interest at any time or from time
to time for up to 20 consecutive quarters provided no event of default (as
defined in the debt securities) has occurred and is continuing. We are not in
default with respect to the debt securities, and the deferral of interest does
not constitute an event of default under the debt securities. While we defer the
payment of interest, we will continue to accrue expense for interest owed at a
compounded rate. Upon the expiration of the deferral, all accrued and unpaid
interest is due and payable. During the deferral period, we may not, except for
intercompany dividends and distributions and subject to certain other
exceptions, (a) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of our
capital stock, (b) make any payments on, repay, repurchase or redeem any debt
securities other than those that rank senior to the Debt Securities, (c) make
any payment under any guarantees with respect thereto, or (d) enter into any
contracts with 10% or greater shareholders.
Contractual
Obligations
All of
our outstanding financing obligations are included in the Consolidated Financial
Statements and accompanying notes contained in Item 1. The table below sets
forth the amounts of our contractual obligations, including interest payable, at
March 31, 2010:
38
Payment
Due by Period
|
||||||||||||||||||||
Total
|
Less
than
1
Year
|
1-3
Years
|
3-5
Years
|
More
Than
5
Years
|
||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||
Contractual
Obligations
|
$ | 11,270 | $ | 7,826 | $ | 3,044 | $ | 400 | $ | — | ||||||||||
Long
Term Debt Obligations(1)
|
94,738 | 5,132 | 4,812 | 3,529 | 81,265 | |||||||||||||||
Operating
Lease Obligations
|
37,247 | 5,099 | 7,784 | 6,153 | 18,211 | |||||||||||||||
Retrospective
Premiums(2)
|
1,109 | 1,109 | — | — | — | |||||||||||||||
Reinstatement
Premiums
|
2,863 | — | — | — | 2,863 | |||||||||||||||
Gross
Loss and Loss Adjustment
Reserves(3)
|
324,367 | 74,449 | 88,676 | 46,666 | 114,576 | |||||||||||||||
Total
Contractual Obligations
|
$ | 471,594 | $ | 93,615 | $ | 104,316 | $ | 56,748 | $ | 216,915 |
(1)
|
This
amount includes interest payable on our long-term debt obligations. For a
further discussion of the applicable interest rates, see “Liquidity and
Capital Resources – Capital Resources” in Item 7 of our Form 10-K for the
fiscal year ended December 31,
2009.
|
(2)
|
Retrospective
premiums are an estimate of the amounts that would be paid to
policyholders if losses incurred under these policies perform as currently
anticipated.
|
(3)
|
Our
gross loss reserves exclude $3.6 million of GAAP fair value purchase
accounting adjustments. Our loss reserves do not have contractual maturity
dates and the exact timing of the payment of claims cannot be predicted
with certainty. However, based upon historical payment patterns, we have
included an estimate of when we expect our loss reserves (without the
benefit of any reinsurance recoveries) to be paid. As more fully discussed
in Item 1. of our Form 10-K for the fiscal year ended December 31, 2009
under the headings “Business – Primary Insurance Segment – Reserves for
Losses and Loss Adjustment Expenses” and “Business – Reinsurance Segment –
Reserves for Losses and Loss Adjustment Expenses,” the estimation of
losses reserves is based on various complex and subjective judgments.
Actual losses paid may differ, perhaps significantly, from the reserve
estimates reflected in our financial statements. Similarly, the timing of
payment of our estimated losses and benefits is not fixed and there may be
significant changes in actual payment activity. The assumptions used in
estimating the likely payments due by period are based on our historical
claims payment experience and industry payment patterns, but due to the
inherent uncertainty in the process of estimating the timing of such
payments, there is a risk that the amounts paid in any such period can be
significantly different than the amounts disclosed
above.
|
Off-Balance
Sheet Transactions
Other
than the VIEs described in “Part 1. Financial Information – Item 1. Financial
Statements – Note 10. Variable Interest Entity,” we have no off-balance sheet
arrangements or transactions with unconsolidated, special purpose
entities.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There
have been no material changes in the Company’s market risk components since
December 31, 2009.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
For the
quarter ended March 31, 2010, we conducted an evaluation, under the supervision
and with the participation of the Company’s Chief Executive Officer and Acting
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 as of the end of the period covered by
this report. Based on this evaluation, our Chief Executive Officer and Acting
Chief Financial Officer has concluded that our disclosure controls and
procedures are effective (i) to ensure that information required to be disclosed
in reports that the Company files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms; and (ii) to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Exchange Act is accumulated and communicated to our
management, including the Company’s Chief Executive Officer and Acting Chief
Financial Officer, to allow timely decisions regarding required
disclosures.
39
Changes
in Internal Control over Financial Reporting
There
have not been any changes in the Company’s internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
See
Regulatory Matters and Pending Litigation in “Part 1. Financial Information –
Item 1. Financial Statements. – Note 11 – Contingencies” above, which is
incorporated by reference in this Item 1, for litigation and regulatory
disclosure.
ITEM
1A. RISK FACTORS
You
should carefully consider the risks described in our Annual Report on Form 10-K
for the year ended December 31, 2009, and the risks described in other filings
with the SEC, together with all of the other information included in this
quarterly report. The risks and uncertainties are not the only ones facing our
company. If any of the risks actually occurs, our business, financial condition
or operating results could be harmed. Any of the risks described could result in
a significant or material adverse effect on our financial condition or results
of operations, and a corresponding decline in the market price of our common
stock. You could lose all or part of your investment. The risks discussed below
also include forward-looking statements and our actual results may differ
substantially from those discussed in those forward-looking statements, as
discussed above under the heading “Part I. — Item 2. — Management’s Discussion
and Analysis of Financial Condition and Results of Operations.”
ITEM
6. EXHIBITS
Exhibit
Number
|
Description
|
|
*31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
Act
|
|
*31.2
|
Certification
of Acting Chief Financial Officer pursuant to Rule 13a-14(a) of the
Exchange Act
|
|
**32.1
|
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
|
|
**32.2
|
Certification
of Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
*
|
Filed
herewith
|
|
**
|
Furnished
herewith
|
40
SIGNATURES
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.
CRM Holdings, Ltd.
/s/ James
J.
Scardino
James J. Scardino
Chief Executive Officer
Dated:
May 10, 2010
41