U.S. SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form
10-K
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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for
the fiscal year ended December 31, 2009
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or
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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transition
period from
to .
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Commission file number
000-25425
Mercer Insurance Group,
Inc.
(Exact name of registrant as
specified in its charter)
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Pennsylvania
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23-2934601
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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10 North Highway
31
P.O. Box 278
Pennington, NJ
08534
(Address of principal executive
offices)
Registrant’s telephone number,
including area code:
(609) 737-0426
SECURITIES REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
Common Stock (no par
value)
Title of Each
Class:
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
o
No
þ
If
this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934. Yes
o
No
þ
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes
þ
No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12
months. Yes
o
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
o
Accelerated
filer
þ
Non-accelerated
filer
o
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes
o
No
þ
The
aggregate market value of the voting and non-voting common stock held by
non-affiliates (computed by reference to the price at which the common stock was
last sold) as of the last business day of the Registrant’s most recently
completed second fiscal quarter was: $102,436,895.
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock as of March 1, 2010. Common Stock, no par value: 6,442,257.
Documents Incorporated by
Reference
Portions
of the definitive Proxy Statement for the 2010 Annual Meeting of Shareholders
are incorporated by reference in Part III of this
Form 10-K.
FORM
10-K
For
the Year Ended December 31, 2009
Table of
Contents
PART
I
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ITEM
1. Business.
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ITEM
1A. Risk Factors.
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ITEM
1B. Unresolved Staff Comments.
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ITEM
2. Properties.
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ITEM
3. Legal Proceedings.
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ITEM
4. Submission of Matters to a Vote of Security Holders.
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PART
II
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ITEM
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
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ITEM
6. Selected Financial Data.
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ITEM
7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
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ITEM
7A. Quantitative and Qualitative Disclosures about Market
Risk.
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ITEM
8. Financial Statements and Supplementary Data.
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ITEM
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
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ITEM
9A. Controls and Procedures.
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ITEM
9B. Other Information.
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PART
III
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ITEM
10. Directors, Executive Officers and Corporate
Governance.
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ITEM
11. Executive Compensation.
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ITEM
12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
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ITEM
13. Certain Relationships and Related Transactions, and Director
Independence.
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ITEM
14. Principal Accounting Fees and Services.
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PART
IV
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ITEM
15. Exhibits, Financial Statement Schedules.
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PART
I
ITEM
1.
BUSINESS
THE
HOLDING COMPANY
Mercer
Insurance Group, Inc. (the “Holding Company”, the “Company”, or “MIG”) is a
holding company which resulted from the conversion of Mercer Mutual Insurance
Company from the mutual to the stock form of organization on December 15,
2003 (the “Conversion”). Prior to the Conversion, and since 1844,
Mercer Mutual Insurance Company was engaged in the business of selling property
and casualty insurance. Mercer Mutual Insurance Company, a Pennsylvania
domiciled company, changed its name to Mercer Insurance Company immediately
after the Conversion, and became a subsidiary of the Holding
Company.
Mercer
Insurance Group, Inc. and subsidiaries (collectively, the “Group”) includes
Mercer Insurance Company (MIC), its subsidiaries Mercer Insurance Company of New
Jersey, Inc., Franklin Insurance Company (FIC), and BICUS Services Corporation
(BICUS), Financial Pacific Insurance Group, Inc. (FPIG) and its subsidiaries,
Financial Pacific Insurance Company (FPIC) and Financial Pacific Insurance
Agency (FPIA), which is currently inactive. FPIG also holds an
interest in three statutory business trusts that were formed for the purpose of
issuing Floating Rate Capital Securities.
OVERVIEW
OF THE BUSINESS
MIG,
through its property and casualty insurance subsidiaries, provides a wide array
of property and casualty insurance products designed to meet the insurance needs
of individuals in New Jersey and Pennsylvania, and small and medium-sized
businesses throughout Arizona, California, Nevada, New Jersey, Oregon and
Pennsylvania. A limited amount of business is written in New York to support
accounts in adjacent states.
The
Group’s operating subsidiaries are licensed collectively in twenty two states,
but are currently focused on doing business in six states; Arizona, California,
Nevada, New Jersey, Pennsylvania and Oregon. MIC and MICNJ are
licensed to write property and casualty insurance in New York, and write
business there which supports existing accounts FPIC holds an
additional fifteen state licenses outside of the Group’s current focus
area. Currently, only direct mail surety policies are being
written in some of these states.
The
insurance affiliates within the Group participate in a reinsurance pooling
arrangement (the “Pool”) whereby each insurance affiliate’s underwriting results
are combined and then distributed proportionately to each
participant. Each insurer’s share in the Pool is based on their
respective statutory surplus from the most recently filed statutory annual
statement as of the beginning of each year.
All
insurance companies in the Group have been assigned a group rating of “A”
(Excellent) by A.M. Best. The Group has been assigned that rating for
the past 9 years. An “A” rating is the third highest rating of A.M.
Best’s 16 possible rating categories. At its last review, A.M. Best affirmed the
“A” rating with a negative outlook.
The Group
is subject to regulation by the insurance regulators of each state in which it
is licensed to transact business. The primary regulators are the Pennsylvania
Insurance Department, the California Department of Insurance, and the New Jersey
Department of Banking and Insurance, because these are the regulators for the
states of domicile of the Group’s insurance subsidiaries, as follows: MIC
(Pennsylvania-domiciled), FPIC (California-domiciled), MICNJ (New
Jersey-domiciled), and FIC (Pennsylvania-domiciled).
We manage
our business and report our operating results in three operating
segments: commercial lines insurance, personal lines insurance and
the investment function. Assets are not allocated to segments and are
reviewed in the aggregate for decision-making purposes. Our
commercial lines insurance business consists primarily of multi-peril, general
liability, commercial auto, surety and related insurance
coverages. Our personal lines insurance business consists primarily
of homeowners (in New Jersey and Pennsylvania) and private passenger automobile
(in Pennsylvania only) insurance coverages. The Group markets its
products
through a
network of approximately 560 independent agents, of which approximately 290 are
located in New Jersey and Pennsylvania, 220 in California, and the balance in
Arizona, Nevada and Oregon.
OUR
INSURANCE COMPANIES
Mercer
Insurance Company
MIC is a
stock Pennsylvania insurance company originally incorporated under a special act
of the legislature of the State of New Jersey in 1844 as a mutual insurance
company. On October 16, 1997, it filed Articles of Domestication with
Pennsylvania which changed its state of domicile from New Jersey to
Pennsylvania, and then subsequently changed its name to Mercer Insurance Company
after the Conversion in 2003. MIC owns all of the issued and outstanding capital
stock of both MICNJ and FIC.
MIC is a
property and casualty insurer of primarily small and medium-sized businesses and
property owners located in New Jersey and Pennsylvania. It markets commercial
multi-peril and homeowners policies, as well as other liability, workers’
compensation, fire, allied, inland marine and commercial automobile insurance.
MIC does not market private passenger automobile insurance in New Jersey. MIC is
subject to examination and comprehensive regulation by the Pennsylvania
Insurance Department. See “Business — Regulation.”
Mercer
Insurance Company of New Jersey, Inc.
MICNJ is
a stock property and casualty insurance company that was incorporated in 1981.
It writes the same lines of business as MIC, with its book of business entirely
located in New Jersey. MICNJ is subject to examination and comprehensive
regulation by the New Jersey Department of Banking and Insurance. See “Business
— Regulation.”
Franklin
Insurance Company
FIC is a
stock property and casualty insurance company that was incorporated in 1997. MIC
acquired 49% of FIC in 2001, with the remaining 51% acquired as part of the
Conversion transaction in 2003. FIC currently offers private passenger
automobile and homeowners insurance to individuals located in
Pennsylvania. FIC is subject to examination and comprehensive
regulation by the Pennsylvania Insurance Department. See “Business -
Regulation.”
Financial
Pacific Insurance Company
FPIC is a
stock property and casualty company that was incorporated in California in 1986
and commenced business in 1987. The Group acquired all of the
outstanding stock of FPIG, the holding company for FPIC, on October 1,
2005. FPIC is based in Rocklin, California, and writes primarily
commercial package policies for small to medium-sized businesses in targeted
classes. It has developed specialized underwriting and claims
handling expertise in a number of classes of business, including apartments,
restaurants, artisan contractors and ready-mix operators. FPIC’s
business is heavily weighted toward the liability lines of business (commercial
multi-peril liability, commercial auto) but also includes commercial multi-peril
property, commercial auto physical damage and surety for small and medium-sized
businesses. FPIC is licensed in nineteen western states, and actively writes
insurance (other than its direct-marketed surety business) in four (Arizona,
California, Nevada and Oregon). FPIC is subject to examination and
comprehensive regulation by the California Department of Insurance. See
“Business – Regulation.”
OUR
BUSINESS STRATEGIES
The
acquisition of FPIG has moved the Group closer to its goals of a higher
proportion of commercial lines premiums as well as product and geographic
diversity. As a west coast-based commercial writer, the addition of FPIG
resulted in an expansion of our geographic scope and a meaningful line of
business diversification. We will continue our efforts to pursue
geographic and product line diversification in order to diminish the importance
of any one line of business, class of business or territory.
Increase
our commercial writings
In recent
years, and including the FPIG acquisition, the Group has taken steps to increase
commercial premium volume, and we will continue our focus on this goal, despite
the decline in writings in this sector caused by the weak economy. Growth in
commercial lines reduces our personal lines exposure as a percentage of our
overall exposure, which reduces the relative adverse impact that weather-related
property losses can have on us. Increased commercial lines business also
benefits us because we have greater flexibility in establishing rates for these
lines.
In order
to attract and retain commercial insurance business, we have developed insurance
products and underwriting guidelines specifically tailored to meet the needs of
particular types of businesses. These programs are continually refined and, if
successful, expanded based on input from our producers and our marketing
personnel. We are continually looking for new types of business where we can
apply this focus.
We have
specialized pricing approaches and/or products designed for religious
institutions, contracting, apartment, restaurant, condominium and “main street”
accounts as well as various other types of risks. The products, rates
and eligibilities vary based on our opinion of the local market opportunities
for products in a given area.
We
believe that there is an opportunity to increase our volume of commercial
business by working with our existing producers of commercial lines business and
forming and developing relationships with new producers that focus on commercial
business. We believe an increasing share of this market is desirable
and attainable given our existing relationships with our producers and our
insureds.
For
selected commercial lines products, we have developed technology that will allow
our agents to rate and bind transactions via an internet-based rating
system. Based on the success of this technology, our goal is to
expand the process to other products. We launched this process in
late 2008 in California and launched a similar process for New Jersey and
Pennsylvania agents in January, 2009. During 2009, we added on-line
rating capability for more lines of business in each of these states. We are
also continually working to improve the systems and processes to make it easier
for our agents to write and service business they place with us. We believe we
will increase our commercial lines writings by expanding the use of
internet-based processing in the future.
We began
writing our business owners policy in the California territory in the fourth
quarter of 2008. This product targets small to medium sized
businesses which we believe are somewhat less price sensitive than
larger accounts. This product will also help to balance FPIC’s business between
property and casualty exposures. Additionally, a new contracting product which
specializes in covering artisan contractors was introduced in Arizona and
California in 2009, and is being developed for Nevada and Oregon for
introduction in 2010. Artisan contractors primarily provide repair and
maintenance services, and this segment tends to experience less severe market
fluctuations compared to the real estate construction industry.
Both the
California business owners and western states artisan products are transacted
using an internet-based rating process where agents will be able to rate and
bind these products, subject to pre-programmed underwriting
criteria.
Diversify
our business geographically
As of
December 31, 2009, 2008 and 2007 our direct written premiums were distributed as
follows:
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Years
Ended December 31,
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%
of Total
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2009
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2008
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2007
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2009
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2008
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2007
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(In
thousands)
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California
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$
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78,935
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89,629
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100,202
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51.6
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%
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54.3
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%
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54.7
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%
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New
Jersey
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45,293
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47,000
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48,750
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29.6
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%
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28.4
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%
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26.7
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%
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Pennsylvania
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14,277
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13,332
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13,259
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9.3
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%
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8.1
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%
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7.2
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%
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Nevada
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8,397
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8,494
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11,670
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5.5
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%
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5.1
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%
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6.4
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%
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Arizona
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4,247
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4,711
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6,134
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2.8
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%
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2.8
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%
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3.4
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%
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Oregon
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1,707
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1,995
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2,758
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1.1
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%
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1.2
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%
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1.5
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%
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Other
States
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189
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216
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134
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0.1
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%
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0.1
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%
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0.1
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%
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Total
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$
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153,045
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165,377
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182,907
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100.0
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%
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100.0
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%
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100.0
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%
|
We hold
twenty two state licenses, and we are currently focused on doing business in
primarily six of these states. In addition, we write business in New York, where
our activity is currently limited to supporting accounts located in adjacent
states. These state licenses provide additional opportunity for
future growth when market opportunities dictate utilization of those
licenses. If market opportunities indicate desirable growth is
available through the acquisition of additional state licenses, we will pursue
licenses in new states.
Attract
and retain high-quality producers with diverse customer bases
We
believe our insurance companies have a strong reputation with producers and
insureds for personal attention and prompt, efficient service. This reputation
has allowed us to foster our relationships with many high volume producers.
Several of these producers focus primarily on commercial business and are
located in areas we have targeted as growth opportunities within our
territories. We intend to focus our marketing efforts on maintaining and
improving our relationships with these producers, as well as on attracting new
high-quality producers in areas with a substantial potential for growth. We also
intend to continue to develop and tailor our commercial programs to enable our
products to meet the needs of the customers served by our
producers.
Reduce
our ratio of expenses to net premiums earned
We are
committed to improving our profitability by reducing expenses through the use of
enhanced technology, by increasing our net premium revenue through the strategic
deployment of our capital and by prudently deploying our workforce to build
efficiencies in our processes.
Reduce
our reliance on reinsurance
We strive
to minimize our reliance on reinsurance by maintaining a focus on appropriate
levels of retention of the business written by our insurance companies on
individual property and casualty risks. Our capital is best utilized
by retaining as much profitable business as practical. We continually
evaluate our reinsurance program to reduce the cost and achieve the optimal
balance between cost and protection.
We
determine the appropriate level of reinsurance based on a number of factors,
which include:
•
the
amount of capital the Group is prepared to dedicate to support its underwriting
activities;
•
our
evaluation of our ability to absorb multiple losses; and
•
the
terms and limits that we can obtain from our reinsurers.
A
decrease in the use of reinsurance would result in a decrease in ceded premiums
and a corresponding increase in net premium revenue, but would also potentially
increase our losses from claims that would previously have been reinsured. See
“Business – Reinsurance” for a description of our reinsurance
program.
COMMERCIAL
LINES PRODUCTS
The
following table sets forth the direct premiums written, net premiums earned, net
loss ratios, expense ratios and combined ratios of our commercial lines products
on a consolidated basis for the periods indicated.
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Year
Ended December 31,
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2009
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2008
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2007
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(Dollars
in thousands)
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Direct
Premiums Written:
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Commercial
multi-peril
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$
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93,490
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$
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103,864
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$
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116,622
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Commercial
automobile
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26,311
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25,779
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28,232
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Other
liability
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2,223
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|
|
|
2,408
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|
|
|
4,251
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Workers’
compensation
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|
|
5,455
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|
|
|
5,833
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|
|
|
4,959
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Surety
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|
3,337
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|
|
|
4,711
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|
|
|
4,987
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|
Fire,
allied, inland marine
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|
|
698
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|
|
|
685
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|
|
|
979
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|
Total
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$
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131,514
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|
|
$
|
143,280
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$
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160,030
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Net
Premiums Earned:
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|
|
|
|
|
|
|
|
|
|
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Commercial
multi-peril
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|
$
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85,394
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|
|
$
|
95,481
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|
|
$
|
90,088
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|
Commercial
automobile
|
|
|
24,873
|
|
|
|
25,913
|
|
|
|
22,551
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|
Other
liability
|
|
|
1,722
|
|
|
|
1,247
|
|
|
|
2,387
|
|
Workers’
compensation
|
|
|
5,632
|
|
|
|
5,828
|
|
|
|
5,501
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|
Surety
|
|
|
3,028
|
|
|
|
3,651
|
|
|
|
4,428
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|
Fire,
allied, inland marine
|
|
|
222
|
|
|
|
305
|
|
|
|
472
|
|
Total
|
|
$
|
120,871
|
|
|
$
|
132,425
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|
|
$
|
125,427
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|
Net
Loss Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
multi-peril
|
|
|
62.2
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%
|
|
|
61.8
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%
|
|
|
55.6
|
%
|
Commercial
automobile
|
|
|
51.4
|
|
|
|
60.6
|
|
|
|
61.2
|
|
Other
liability
|
|
|
(19.3
|
)
|
|
|
34.7
|
|
|
|
315.3
|
|
Workers’
compensation
|
|
|
71.3
|
|
|
|
48.0
|
|
|
|
51.4
|
|
Surety
|
|
|
93.3
|
|
|
|
73.9
|
|
|
|
41.5
|
|
Fire,
allied, inland marine
|
|
|
65.7
|
|
|
|
176.7
|
|
|
|
46.9
|
|
Total
|
|
|
60.0
|
%
|
|
|
61.3
|
%
|
|
|
60.8
|
%
|
Expense
Ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
multi-peril
|
|
|
37.0
|
%
|
|
|
35.5
|
%
|
|
|
34.2
|
%
|
Commercial
automobile
|
|
|
35.6
|
|
|
|
34.2
|
|
|
|
38.5
|
|
Other
liability
|
|
|
32.0
|
|
|
|
56.8
|
|
|
|
36.1
|
|
Workers’
compensation
|
|
|
30.1
|
|
|
|
28.4
|
|
|
|
19.8
|
|
Surety
|
|
|
36.6
|
|
|
|
44.2
|
|
|
|
34.4
|
|
Fire,
allied, inland marine
|
|
|
68.3
|
|
|
|
65.8
|
|
|
|
46.7
|
|
Total
|
|
|
36.4
|
%
|
|
|
35.5
|
%
|
|
|
34.4
|
%
|
Combined
Ratios(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
multi-peril
|
|
|
99.2
|
%
|
|
|
97.3
|
%
|
|
|
89.8
|
%
|
Commercial
automobile
|
|
|
87.0
|
|
|
|
94.8
|
|
|
|
99.7
|
|
Other
liability
|
|
|
12.7
|
|
|
|
91.5
|
|
|
|
351.4
|
|
Workers’
compensation
|
|
|
101.4
|
|
|
|
76.4
|
|
|
|
71.2
|
|
Surety
|
|
|
129.9
|
|
|
|
118.1
|
|
|
|
75.9
|
|
Fire,
allied, inland marine
|
|
|
134.0
|
|
|
|
242.5
|
|
|
|
93.6
|
|
Total
|
|
|
96.4
|
%
|
|
|
96.8
|
%
|
|
|
95.2
|
%
|
____________________________
(1)
|
A
combined ratio over 100% means that an insurer’s underwriting operations
are not profitable.
|
Commercial
Multi-Peril
We write
a number of multi-peril policies providing property and liability
coverage. Various risk classes are written on this
policy.
We offer
a business owners policy in Pennsylvania and New Jersey that provides property
and liability coverages to small businesses. We introduced this product in our
California territory in the fourth quarter of 2008. This product is marketed to
several distinct groups: (i) apartment building owners; (ii) condominium
associations; (iii) business owners who lease their buildings to tenants; (iv)
mercantile business owners, such as florists, delicatessens, and beauty parlors;
and (v) offices with owner and tenant occupancies. In March 2009, we introduced
a specialized product designed for smaller service and repair contractors in
California. All of our business owners and small artisan contracting products
can be rated by our agents using an internet-based platform. We also introduced
in 2009 a garage program in Pennsylvania and New Jersey.
We offer
in New Jersey and Pennsylvania a specialized multi-peril policy specifically
designed for religious institutions. This enhanced product offers
directors and officers coverage, religious counseling coverage and equipment
breakdown coverage (through a reinsurance arrangement). Coverage for
child care centers and schools is also available. We offer versions
of this product to individual religious institutions as well as to denomination
groups who seek coverage for participating member institutions. This
product is also available in New York on a limited basis.
A custom
underwritten commercial multi-peril package policy is written in the western
states for select contracting classes, as well as small to medium-sized
businesses within specified niche markets. This product is focused on
commercial accounts primarily in non-urban areas that do not easily fit within a
generic business owner policy. The target markets for this product
include apartments, artisan and construction contractors, farm labor operations,
service contractors, and mercantile (including restaurants) as well as various
other risk types. We introduced a new specialized product for artisan
contractors in Arizona and California in 2009, and plan to launch that product
in Oregon and Nevada in early 2010.
Commercial
Automobile
This
product is designed to cover primarily trucks used in business, as well as
company-owned private passenger type vehicles. Other specialty classes such as
church vans, funeral director vehicles and farm labor buses can also be covered.
The policy is marketed as a companion offering to our business owners,
commercial multi-peril, religious institution, commercial property, general
liability policies or artisan contracting policies.
We also
write heavy and extra heavy trucks through our refuse hauler, aggregate hauler
and ready-mix programs offered principally in the western states and in
Pennsylvania.
In 2009,
we updated our California rates to be more competitive for risks with up to four
power units. In early 2010 we introduced an internet-based rating system to
enable our agents to quote smaller risks on-line.
Other
Liability
We write
liability coverage for insureds who do not have property exposure or whose
property exposure is insured elsewhere. The majority of these policies are
written for contractors such as carpenters, painters or electricians, who often
self-insure small property exposures. Coverage for both premises and products
liability exposures are regularly provided. Coverage is available for other
exposures such as vacant land and habitational risks.
Commercial
umbrella coverage and following form excess coverage is available for insureds
that insure their primary general liability exposures with us through a business
owners, commercial multi-peril, religious institution or commercial general
liability policy. This coverage typically has limits of $1 million to $10
million, but higher limits are available if needed. To improve processing
efficiencies and maintain underwriting standards, we prefer to offer this
coverage as an endorsement to the underlying liability policy rather than as a
separate stand-alone policy, but both versions are available.
Workers’
Compensation
We
typically write workers’ compensation policies in conjunction with an otherwise
eligible business owners, commercial multi-peril, religious institution,
commercial property or general liability policy. As of December 31, 2009,
most of our workers’ compensation insureds have other policies with
us. Workers’ compensation is written principally in New Jersey and
Pennsylvania, with availability in New York on a limited basis.
Surety
The
Group, through FPIC, writes a mix of contract and subdivision bonds as well as
miscellaneous license and permit bonds in our western states. Our
bonds are distributed through both our independent agents as well as a direct
marketing effort that includes on-line sales via our web-site
Bondnow.com.
Fire,
Allied Lines and Inland Marine
Fire and
allied lines insurance generally covers fire, lightning and extended perils.
Inland marine coverage insures merchandise or cargo in transit and business and
personal property. We offer these coverages for property exposures in cases
where we are not insuring the companion liability exposures. Generally, the
rates charged on these policies are higher than those for the same property
exposures written on a multi-peril or business owners policy.
PERSONAL
LINES PRODUCTS
The
following table sets forth the direct premiums written, net premiums earned, net
loss ratios, expense ratios and combined ratios of our personal lines products
on a consolidated basis for the periods indicated. [Missing Graphic
Reference]
|
|
Year
Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars
in thousands)
|
|
Direct
Premiums Written:
|
|
|
|
|
|
|
|
|
|
Homeowners
|
|
$
|
14,125
|
|
|
$
|
14,339
|
|
|
$
|
14,675
|
|
Personal
automobile
|
|
|
4,954
|
|
|
|
5,343
|
|
|
|
5,822
|
|
Fire,
allied, inland marine
|
|
|
2,062
|
|
|
|
2,015
|
|
|
|
1,967
|
|
Other
liability
|
|
|
361
|
|
|
|
371
|
|
|
|
380
|
|
Workers’
compensation
|
|
|
29
|
|
|
|
29
|
|
|
|
33
|
|
Total
|
|
$
|
21,531
|
|
|
$
|
22,097
|
|
|
$
|
22,877
|
|
Net
Premiums Earned:
|
|
|
|
|
|
|
|
|
|
|
|
|
Homeowners
|
|
$
|
12,216
|
|
|
$
|
12,503
|
|
|
$
|
13,005
|
|
Personal
automobile
|
|
|
4,896
|
|
|
|
5,320
|
|
|
|
5,797
|
|
Fire,
allied, inland marine
|
|
|
2,040
|
|
|
|
1,927
|
|
|
|
2,049
|
|
Other
liability
|
|
|
363
|
|
|
|
375
|
|
|
|
369
|
|
Workers’
compensation
|
|
|
27
|
|
|
|
27
|
|
|
|
28
|
|
Total
|
|
$
|
19,542
|
|
|
$
|
20,152
|
|
|
$
|
21,248
|
|
Net
Loss Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
Homeowners
|
|
|
74.9
|
%
|
|
|
78.3
|
%
|
|
|
73.8
|
%
|
Personal
automobile
|
|
|
79.5
|
|
|
|
70.8
|
|
|
|
69.2
|
|
Fire,
allied, inland marine
|
|
|
17.9
|
|
|
|
8.5
|
|
|
|
44.1
|
|
Other
liability
|
|
|
21.0
|
|
|
|
69.7
|
|
|
|
101.5
|
|
Workers’
compensation
|
|
|
243.5
|
|
|
|
28.3
|
|
|
|
16.8
|
|
Total
|
|
|
69.4
|
%
|
|
|
69.5
|
%
|
|
|
70.1
|
%
|
Expense
Ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
Homeowners
|
|
|
37.9
|
%
|
|
|
39.9
|
%
|
|
|
27.7
|
%
|
Personal
automobile
|
|
|
28.6
|
|
|
|
29.9
|
|
|
|
34.1
|
|
Fire,
allied, inland marine
|
|
|
40.0
|
|
|
|
45.8
|
|
|
|
22.9
|
|
Other
liability
|
|
|
23.8
|
|
|
|
30.9
|
|
|
|
18.1
|
|
Workers’
compensation
|
|
|
27.2
|
|
|
|
24.6
|
|
|
|
10.6
|
|
Total
|
|
|
35.5
|
%
|
|
|
37.6
|
%
|
|
|
28.8
|
%
|
Combined
Ratios(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Homeowners
|
|
|
112.8
|
%
|
|
|
118.2
|
%
|
|
|
101.5
|
%
|
Personal
automobile
|
|
|
108.1
|
|
|
|
100.7
|
|
|
|
103.3
|
|
Fire,
allied, inland marine
|
|
|
57.9
|
|
|
|
54.3
|
|
|
|
67.0
|
|
Other
liability
|
|
|
44.8
|
|
|
|
100.6
|
|
|
|
119.6
|
|
Workers’
compensation
|
|
|
270.7
|
|
|
|
52.9
|
|
|
|
27.4
|
|
Total
|
|
|
104.9
|
%
|
|
|
107.1
|
%
|
|
|
98.9
|
%
|
____________________
(1)
|
A
combined ratio over 100% means that an insurer’s underwriting operations
are not profitable.
|
Homeowners
Our
homeowners policy is a multi-peril policy providing property and liability
coverages and optional inland marine coverage. The homeowners policy is sold to
provide coverage for an insured’s residence. We market both a standard and a
preferred homeowner product. The preferred product is offered at a discount to
our standard rates to our customers who have a lower risk of loss. This product
is sold only in New Jersey and Pennsylvania. During 2009 we introduced a new
on-line system for Homeowners policies. It enables agents to quote, bind and
service Homeowners policies in New Jersey and Pennsylvania.
Personal
Automobile
We write
comprehensive personal automobile coverage including liability, property damage
and all state required insurance minimums for individuals domiciled in
Pennsylvania only. This product is multi-tiered with an emphasis placed on
individuals with lower than average risk profiles. During 2008, we
introduced a new online rating system for agents to make it easier for them to
quote, sell, bind and service business.
Combination
Dwelling Policy
Our
combination dwelling product is a flexible, multi-line package of insurance
coverages. It is targeted to be written on an owner or tenant occupied dwelling
of no more than two families. The dwelling policy combines property and
liability insurances but also may be written on a monoline basis. The property
portion is considered a fire, allied lines and inland marine policy, and the
liability portion is considered an other liability policy. This
product is available in both New Jersey and Pennsylvania. We plan to introduce
on-line rating and service capabilities for CDP in 2010.
Other
Liability
We write
personal lines excess liability, or “umbrella,” policies covering personal
liabilities in excess of amounts covered under our homeowners policies. These
policies are available generally with limits of $1 million to $5 million.
We do not market excess liability policies to individuals unless we also write
an underlying primary liability policy.
Workers’
Compensation
A small
portion of our workers’ compensation premiums are considered personal lines
insurance because our New Jersey homeowners policy is required to include
workers’ compensation coverage for domestic employees.
MARKETING
We market
our insurance products exclusively through independent producers, with the
exception of a relatively small amount of business within our surety book of
business marketed online and by direct mail. All of these producers represent
multiple carriers and are established businesses in the communities in which
they operate. They generally market and write the full range of our insurance
companies’ products. We consider our relationships with our producers to be
positive. For the years ending December 31, 2009, 2008 and 2007,
there were no agents in the Group that individually produced greater than 5% of
the Group’s direct written premiums.
We
emphasize personal contact between our producers and the policyholders. We
believe that our producers’ fast and efficient service and name recognition, as
well as our policyholders’ loyalty to and satisfaction with producer
relationships are the principal sources of new customer referrals, cross-selling
of additional insurance products and policyholder retention.
Our
insurance companies depend upon their producer force to produce new business, to
provide customer service, and to be selective underwriters in their screening of
risks for our insurance companies to consider underwriting. The network of
independent producers also serves as an important source of information about
the needs of the communities served by our insurance companies. We use this
information to develop new products and new product features.
Producers
are compensated through a fixed base commission often with an opportunity for
profit sharing depending on the producer’s aggregate premiums earned and loss
experience. Profit sharing opportunities are for a producer’s entire book of
business with the Group and not specifically for any individual
policy. The Group does not have any marketing services agreements,
placement services agreements, or similar arrangements. By contract, our
producers represent one or more of the Group’s carriers. They are
monitored and supported by our marketing representatives, who are employees of
the Group. These marketing representatives also have principal responsibility
for recruiting and training new producers.
Our
insurance companies manage their producers through periodic business reviews
(with underwriter and marketing participation) and establishment of benchmarks
and goals for premium volume and profitability. Our insurance companies in
recent years have terminated a number of underperforming producers.
Our marketing efforts are further
supported by our claims philosophy, which is designed to provide prompt and
efficient service, resulting in a positive experience for producers and
policyholders. We believe
that
these positive experiences are then conveyed by producers and policyholders to
many potential customers.
UNDERWRITING
Our
insurance companies write their personal and commercial lines by evaluating each
risk with consistently applied standards. We maintain information on all aspects
of our business that is regularly reviewed to determine product line
profitability. We also employ a staff of underwriters, who specialize in either
personal or commercial lines, and have experience as underwriters in their
specialized areas. Specific information is monitored with regard to individual
insureds to assist us in making decisions about policy renewals or
modifications. New property risks are frequently inspected to insure they are as
desirable as suggested by the application process.
We have
recently introduced, for selected products, an automated process for acceptance
and rejection of small accounts through an internet-based rating
system. Based on the success of this process, we intend to expand it
to other products in the future. Though there will be less direct
underwriter involvement, we are confident that underwriting standards will
continue to be maintained as risks will continue to be subject to our
standardized underwriting verification processes, including physical
inspections.
We rely
on information provided by our independent producers. Subject to certain
guidelines, producers also pre-screen policy applicants. The producers have the
authority to sell and bind insurance coverages in accordance with
pre-established guidelines in some, but not all cases, provided their historic
underwriting performance warrants such authority. Producers’ results are
continuously monitored, and continued poor loss ratios often result in agency
termination.
CLAIMS
Claims on
insurance policies are received directly from the insured or through our
independent producers. Claims are then assigned to either an in-house adjuster
or an independent adjuster, depending upon the size and complexity of the claim.
The adjuster investigates and settles the claim. Our trend is to manage an
increasing proportion of our claims internally without the use of independent
adjusters where scale permits. The Group also has a contingency plan for
adjusting and processing claims resulting from a natural
catastrophe.
Claims
settlement authority levels are established for each claims adjuster based upon
his or her level of experience. Multi-line teams exist to handle all claims. The
claims department is responsible for reviewing all claims, obtaining necessary
documentation, estimating the loss reserves and resolving the
claims.
We
attempt to minimize claims and related legal costs by encouraging the use of
alternative dispute resolution procedures. Litigated claims are assigned to
outside counsel for many types of claims, however most litigated claims files
handled in our western state operations are managed by in-house attorneys who
have specialized training relating to construction liability issues and other
casualty risks. We believe this arrangement reduces dramatically the cost of
managing these types of claims, as the use of in-house attorneys dramatically
reduces the cost of defense work.
TECHNOLOGY
The Group
seeks to transact much of its business using technology wherever possible and,
in recent years, has made significant investments in information technology
platforms, integrated systems and internet-based applications.
The focus
of our ongoing information technology effort is:
|
•
|
to streamline how our producers’
transact business with us;
|
|
•
|
to
continue to evolve our internal processes to allow for more efficient
operations;
|
|
•
|
to
enable our producers to efficiently provide their clients with a high
level of service;
|
|
•
|
to
enhance agency online inquiry capabilities;
and
|
|
•
|
to
provide agencies with on-line
reporting.
|
We
believe that our technology initiative may increase revenues by making it easier
for our insurance companies and producers to exchange information and do
business. Increased ease of use is also an opportunity for us to
lower expenses, eliminating the need to operate more than one system once the
transition is complete. This will further reduce technology expense
and simplify information technology management.
We take
reasonable steps to protect information we are entrusted with in the ordinary
course of business. As a core part of our disaster recovery planning,
we have implemented a secure and reliable off-site disk-to-disk backup and
restore capability.
In 2009,
we virtualized our database and applications servers. This will reduce future
cost relating to expansion of our server farm and increase our flexibility for
providing computing power where needed.
INTERCOMPANY
AGREEMENTS
Our
insurance companies are parties to a Reinsurance Pooling Agreement (the “Pool”).
Under this agreement, all premiums, losses and underwriting expenses of our
insurance companies are combined and subsequently shared based on each
individual company’s statutory surplus from the most recently filed statutory
annual statement. The Pool has no impact on our consolidated
results.
The
Group’s insurance subsidiaries are parties to a Services Allocation Agreement.
Pursuant to this agreement, any and all employees of the Group are employees of
BICUS, a wholly owned subsidiary of MIC. BICUS has agreed to perform
all necessary functions and services required by the subsidiaries of the Group
in conducting their respective operations. In turn, the subsidiaries of the
Group have agreed to reimburse BICUS for its costs and expenses incurred in
rendering such functions and services in an amount determined by the
parties. The Services Allocation Agreement has no impact on our
consolidated results.
The
Company and its subsidiaries are parties to a consolidated Tax Allocation
Agreement that allocates to each company a pro rata share of the consolidated
income tax expense based upon its contribution of taxable income to the
consolidated group. The Tax Allocation Agreement has no impact on our
consolidated results.
LOSS
AND LOSS ADJUSTMENT EXPENSE RESERVES
Our
insurance companies are required by applicable insurance laws and regulations to
maintain reserves for the payment of losses and loss adjustment expenses (LAE).
These reserves are established for both reported claims and for claims incurred
but not reported (IBNR), arising from the policies that have been issued related
to the premiums that have been earned. The provision must be made for the
ultimate cost of those claims that have occurred through the date of the balance
sheet without regard to how long it takes to settle them or the time value of
money. The determination of reserves involves actuarial projections of what our
insurance companies expect to be the cost of the ultimate settlement and
administration of such claims. The reserves are set based on facts and
circumstances then known, estimates of future trends in claims severity, and
other variable factors such as inflation and changing judicial theories of
liability.
In light
of such uncertainties, the Group also relies on policy language, developed by
the Group and by others, to exclude or limit coverage where coverage is not
intended. If such language is held by a court to be
invalid
or unenforceable, it could materially adversely affect the Group’s results of
operations and financial position. The possibility of expansion of an insurer’s
liability, either through new concepts of liability or through a court’s refusal
to accept restrictive policy language, contributes to the inherent uncertainty
of reserving for claims.
Unpaid
losses and loss adjustment expenses, also referred to as loss reserves, are the
largest liability of our property and casualty subsidiaries. Our loss reserves
include case reserve estimates for claims that have
been
reported and bulk reserve estimates for (a) the expected aggregate differences
between the case reserve estimates and the ultimate cost of reported claims and
(b) claims that have been incurred but not reported as of the balance sheet
date, less estimates of the anticipated salvage and subrogation recoveries. Each
of these categories also includes estimates of the loss adjustment expenses
associated with processing and settling all reported and unreported claims.
Estimates are based upon past loss experience modified for current and expected
trends as well as prevailing economic, legal and social conditions.
The
amount of loss and loss adjustment expense reserves for reported claims is based
primarily upon a case-by-case evaluation of the type of risk involved, specific
knowledge of the circumstances surrounding each claim, and the insurance policy
provisions relating to the type of loss. The amounts of loss reserves for
unreported losses and loss adjustment expenses are determined using historical
information by line of business, adjusted to current conditions. Inflation is
ordinarily provided for implicitly in the reserving function through analysis of
costs, trends, and reviews of historical reserving results over multiple years.
Our loss reserves are not discounted to present value.
Reserves
are closely monitored and recomputed periodically using the most recent
information on reported claims and a variety of projection techniques.
Specifically, on at least a quarterly basis, we review, by line of business,
existing reserves, new claims, changes to existing case reserves, and paid
losses with respect to the current and prior accident years. We use historical
paid and incurred losses and accident year data to derive expected ultimate loss
and loss adjustment expense ratios (to earned premiums) by line of business. We
then apply these expected loss and loss adjustment expense ratios to earned
premiums to derive a reserve level for each line of business. In connection with
the determination of the reserves, we also consider other specific factors such
as recent weather-related losses, trends in historical paid losses, economic
conditions, and legal and judicial trends with respect to theories of liability.
Any changes in estimates are reflected in operating results in the period in
which the estimates are changed.
We
perform a comprehensive annual review of loss reserves for each of the lines of
business we write in connection with the determination of the year end carried
reserves. The review process takes into consideration the variety of trends and
other factors that impact the ultimate settlement of claims in each particular
class of business. A similar review is performed prior to the determination
of the June 30 carried reserves. Prior to the determination of the March 31
and September 30 carried reserves, we review the emergence of paid and reported
losses relative to expectations and make necessary adjustments to our carried
reserves. There are also a number of analyses of claims experience and reserves
undertaken by management on a monthly basis.
When a
claim is reported to us, our claims personnel establish a “case reserve” for the
estimated amount of the ultimate payment. This estimate reflects an informed
judgment based upon general insurance reserving practices and the experience and
knowledge of the estimator. The individual estimating the reserve considers the
nature and value of the specific claim, the severity of injury or damage, and
the policy provisions relating to the type of loss. Case reserves are adjusted
by our claims staff as more information becomes available. It is our policy to
periodically review and revise case reserves and to settle each claim as
expeditiously as possible.
We
maintain bulk and IBNR reserves (usually referred to as “IBNR reserves”) to
provide for claims already incurred that have not yet been reported (and which
often may not yet be known to the insured) and for future developments on
reported claims. The IBNR reserve is determined by estimating our insurance
companies’ ultimate net liability for both reported and incurred but not
reported claims and then subtracting both the case reserves and payments made to
date for reported claims; as such, the “IBNR reserves” represent the
difference between the estimated ultimate cost of all claims that have
occurred or will occur and the reported losses and loss adjustment expenses.
Reported losses include cumulative paid losses and loss adjustment expenses plus
aggregate case reserves. A large proportion of our gross and net loss reserves,
particularly for long tail liability classes, are reserves for IBNR losses.
Approximately 79% and 76% of our
aggregate
loss reserves at December 31, 2009 and 2008, respectively, were bulk and
IBNR reserves.
Some of
our business relates to coverage for short-tail risks and, for these risks, the
development of losses is comparatively rapid and historical paid losses and case
reserves, adjusted for known variables, have been a reliable guide for purposes
of reserving. “Tail” refers to the time period between the occurrence of a loss
and the settlement of the claim. The longer the time span between the incidence
of a loss and the settlement of the claim, the more the ultimate settlement
amount can vary. Some of our business relates to
long-tail
risks, where claims are slower to emerge (often involving many years before the
claim is reported) and the ultimate cost is more difficult to predict. For these
lines of business, more sophisticated actuarial techniques, such as the
Bornhuetter-Ferguson method, are employed to project an ultimate loss
expectation, and then the related loss history must be regularly evaluated and
loss expectations updated, with a likelihood of variability from the initial
estimate of ultimate losses. A substantial portion of the business written by
FPIC is this type of longer-tailed casualty business. Please see the discussion
under “Liabilities for Loss and Loss Adjustment Expenses of the Critical
Accounting Policies” section of ITEM 7. “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” for further information relating
to methods used to estimate reserves.
Because
the establishment of loss reserves is an inherently uncertain process, we cannot
be certain that ultimate losses will not exceed the established loss reserves
and have a material adverse effect on the Group’s results of operations and
financial condition. We do not believe our insurance companies are subject to
any material potential asbestos or environmental liability claims.
The
charts below display the Company’s case and IBNR reserves by line of business as
of December 31, 2009 and 2008:
As
of December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Case
Loss
Reserves
|
|
Case
LAE
Reserves
|
|
Total
Case
Reserves
|
|
IBNR
Reserves
(including
LAE)
|
|
Reinsurance
Recoverable
on
Unpaid
Losses
and
Loss
Expenses
|
|
Net
Reserves
|
|
|
|
(In
thousands)
|
|
Homeowners
|
|
$
|
3,658
|
|
|
|
-
|
|
|
|
3,658
|
|
|
|
2,919
|
|
|
|
330
|
|
|
|
6,247
|
|
Workers’
compensation
|
|
|
4,519
|
|
|
|
-
|
|
|
|
4,519
|
|
|
|
4,292
|
|
|
|
428
|
|
|
|
8,383
|
|
Commercial
multi-peril
|
|
|
36,466
|
|
|
|
6,584
|
|
|
|
43,050
|
|
|
|
202,311
|
|
|
|
65,609
|
|
|
|
179,752
|
|
Other
liability
|
|
|
2,544
|
|
|
|
-
|
|
|
|
2,544
|
|
|
|
2,593
|
|
|
|
166
|
|
|
|
4,971
|
|
Other
lines
|
|
|
81
|
|
|
|
-
|
|
|
|
81
|
|
|
|
172
|
|
|
|
106
|
|
|
|
147
|
|
Commercial
auto liability
|
|
|
8,179
|
|
|
|
220
|
|
|
|
8,399
|
|
|
|
23,508
|
|
|
|
10,357
|
|
|
|
21,550
|
|
Commercial
auto physical damage
|
|
|
276
|
|
|
|
11
|
|
|
|
287
|
|
|
|
2,220
|
|
|
|
785
|
|
|
|
1,722
|
|
Products
liability
|
|
|
15
|
|
|
|
-
|
|
|
|
15
|
|
|
|
120
|
|
|
|
-
|
|
|
|
135
|
|
Personal
auto liability
|
|
|
1,004
|
|
|
|
-
|
|
|
|
1,004
|
|
|
|
836
|
|
|
|
-
|
|
|
|
1,840
|
|
Personal
auto physical damage
|
|
|
262
|
|
|
|
-
|
|
|
|
262
|
|
|
|
(239
|
)
|
|
|
(20
|
)
|
|
|
43
|
|
Surety
|
|
|
1,824
|
|
|
|
216
|
|
|
|
2,040
|
|
|
|
6,757
|
|
|
|
2,563
|
|
|
|
6,234
|
|
Total
Loss & LAE Reserves
|
|
$
|
58,828
|
|
|
|
7,031
|
|
|
|
65,859
|
|
|
|
245,489
|
|
|
|
80,324
|
|
|
|
231,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Case
Loss
Reserves
|
|
Case
LAE
Reserves
|
|
Total
Case
Reserves
|
|
IBNR
Reserves
(including
LAE)
|
|
Reinsurance
Recoverable
on
Unpaid
Losses
and
Loss
Expenses
|
|
Net
Reserves
|
|
|
|
(In
thousands)
|
|
Homeowners
|
|
$
|
4,894
|
|
|
|
-
|
|
|
|
4,894
|
|
|
|
2,491
|
|
|
|
673
|
|
|
|
6,712
|
|
Workers’
compensation
|
|
|
3,864
|
|
|
|
-
|
|
|
|
3,864
|
|
|
|
4,321
|
|
|
|
602
|
|
|
|
7,583
|
|
Commercial
multi-peril
|
|
|
32,501
|
|
|
|
5,737
|
|
|
|
38,238
|
|
|
|
186,205
|
|
|
|
61,450
|
|
|
|
162,993
|
|
Other
liability
|
|
|
4,185
|
|
|
|
-
|
|
|
|
4,185
|
|
|
|
4,793
|
|
|
|
86
|
|
|
|
8,892
|
|
Other
lines
|
|
|
60
|
|
|
|
-
|
|
|
|
60
|
|
|
|
269
|
|
|
|
104
|
|
|
|
225
|
|
Commercial
auto liability
|
|
|
14,990
|
|
|
|
391
|
|
|
|
15,381
|
|
|
|
24,227
|
|
|
|
17,959
|
|
|
|
21,649
|
|
Commercial
auto physical damage
|
|
|
355
|
|
|
|
17
|
|
|
|
372
|
|
|
|
2,293
|
|
|
|
860
|
|
|
|
1,805
|
|
Products
liability
|
|
|
30
|
|
|
|
-
|
|
|
|
30
|
|
|
|
18
|
|
|
|
197
|
|
|
|
(149
|
)
|
Personal
auto liability
|
|
|
800
|
|
|
|
-
|
|
|
|
800
|
|
|
|
695
|
|
|
|
33
|
|
|
|
1,462
|
|
Personal
auto physical damage
|
|
|
279
|
|
|
|
-
|
|
|
|
279
|
|
|
|
(21
|
)
|
|
|
(20
|
)
|
|
|
278
|
|
Surety
|
|
|
3,536
|
|
|
|
464
|
|
|
|
4,000
|
|
|
|
6,606
|
|
|
|
4,094
|
|
|
|
6,512
|
|
Total
Loss & LAE Reserves
|
|
$
|
65,494
|
|
|
|
6,609
|
|
|
|
72,103
|
|
|
|
231,897
|
|
|
|
86,038
|
|
|
|
217,962
|
|
The
following table shows the development of our consolidated reserves for unpaid
losses and LAE from 1999 through 2009 as determined under U.S. generally
accepted accounting principles (GAAP). The top line of each table shows the
liabilities, net of reinsurance, at the balance sheet date, including losses
incurred but not yet reported. The upper portion of each table shows the
cumulative amounts subsequently paid as of successive years with respect to the
liability. The lower portion of each table shows the re-estimated amount of the
previously recorded liability based on experience as of the end of each
succeeding year. The estimates change as additional information becomes known
about the frequency and severity of claims for individual years. A redundancy
exists when the re-estimated liability at each December 31 is less than the
prior liability estimate. A deficiency exists when the re-estimated liability at
each December 31 is greater than the prior liability estimate. The “cumulative
redundancy (deficiency)” depicted in the tables, for any particular calendar
year, represents the aggregate change in the initial estimates over all
subsequent calendar years.
Amounts
shown in the 2005 column of the table include both 2005 and prior to 2005
accident year development for FPIC, which was acquired on October 1, 2005, and
accounted for as a purchase business combination.
|
|
Year
Ended December 31,
|
|
|
|
1999
|
|
|
2000
|
|
|
2001
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
for unpaid losses and LAE net of
reinsurance
recoverable
|
|
$
|
23,643
|
|
|
$
|
24,091
|
|
|
$
|
25,634
|
|
|
$
|
27,198
|
|
|
$
|
32,225
|
|
|
$
|
32,965
|
|
Cumulative
amount of liability paid through:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One
year later
|
|
|
5,842
|
|
|
|
5,726
|
|
|
|
7,376
|
|
|
|
8,840
|
|
|
|
12,772
|
|
|
|
14,580
|
|
Two
years later
|
|
|
8,627
|
|
|
|
9,428
|
|
|
|
11,850
|
|
|
|
15,442
|
|
|
|
20,624
|
|
|
|
23,011
|
|
Three
years later
|
|
|
11,237
|
|
|
|
12,142
|
|
|
|
15,610
|
|
|
|
19,947
|
|
|
|
26,610
|
|
|
|
29,177
|
|
Four
years later
|
|
|
12,726
|
|
|
|
14,139
|
|
|
|
18,493
|
|
|
|
23,126
|
|
|
|
29,309
|
|
|
|
33,369
|
|
Five
years later
|
|
|
13,613
|
|
|
|
15,750
|
|
|
|
20,123
|
|
|
|
24,156
|
|
|
|
30,939
|
|
|
|
35,811
|
|
Six
years later
|
|
|
14,865
|
|
|
|
16,628
|
|
|
|
20,726
|
|
|
|
24,910
|
|
|
|
32,493
|
|
|
|
|
|
Seven
years later
|
|
|
15,702
|
|
|
|
17,210
|
|
|
|
21,187
|
|
|
|
25,997
|
|
|
|
|
|
|
|
|
|
Eight
years later
|
|
|
16,254
|
|
|
|
17,493
|
|
|
|
21,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
years later
|
|
|
16,388
|
|
|
|
17,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten
years later
|
|
|
16,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
estimated as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One
year later
|
|
|
19,689
|
|
|
|
20,810
|
|
|
|
23,490
|
|
|
|
26,601
|
|
|
|
31,339
|
|
|
|
32,427
|
|
Two
years later
|
|
|
18,506
|
|
|
|
19,539
|
|
|
|
22,084
|
|
|
|
26,924
|
|
|
|
32,392
|
|
|
|
35,323
|
|
Three
years later
|
|
|
17,484
|
|
|
|
17,745
|
|
|
|
22,522
|
|
|
|
26,681
|
|
|
|
32,763
|
|
|
|
37,330
|
|
Four
years later
|
|
|
16,167
|
|
|
|
18,050
|
|
|
|
22,047
|
|
|
|
26,507
|
|
|
|
33,228
|
|
|
|
38,333
|
|
Five
years later
|
|
|
16,200
|
|
|
|
17,751
|
|
|
|
21,817
|
|
|
|
26,458
|
|
|
|
34,312
|
|
|
|
38,930
|
|
Six
years later
|
|
|
16,604
|
|
|
|
17,934
|
|
|
|
22,014
|
|
|
|
26,952
|
|
|
|
34,770
|
|
|
|
|
|
Seven
years later
|
|
|
16,791
|
|
|
|
18,153
|
|
|
|
22,169
|
|
|
|
27,177
|
|
|
|
|
|
|
|
|
|
Eight
years later
|
|
|
16,919
|
|
|
|
18,210
|
|
|
|
22,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
years later
|
|
|
16,987
|
|
|
|
18,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten
years later
|
|
|
17,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
total redundancy (deficiency), net
|
|
$
|
6,490
|
|
|
$
|
5,743
|
|
|
$
|
3,391
|
|
|
$
|
21
|
|
|
$
|
(2,545
|
)
|
|
$
|
(5,965
|
)
|
Gross
liability - end of year
|
|
|
29,471
|
|
|
|
28,766
|
|
|
|
31,059
|
|
|
|
31,348
|
|
|
|
37,261
|
|
|
|
36,028
|
|
Reinsurance
recoverable - end of year
|
|
|
5,828
|
|
|
|
4,676
|
|
|
|
5,425
|
|
|
|
4,150
|
|
|
|
5,036
|
|
|
|
3,063
|
|
Net
liability - end of year
|
|
$
|
23,643
|
|
|
$
|
24,090
|
|
|
$
|
25,634
|
|
|
$
|
27,198
|
|
|
$
|
32,225
|
|
|
$
|
32,965
|
|
Gross
re-estimated liability - latest
|
|
|
21,865
|
|
|
|
22,538
|
|
|
|
27,054
|
|
|
|
31,839
|
|
|
|
40,637
|
|
|
|
45,259
|
|
Re-estimated
reinsurance recoverable - latest
|
|
|
4,712
|
|
|
|
4,190
|
|
|
|
4,811
|
|
|
|
4,662
|
|
|
|
5,867
|
|
|
|
6,329
|
|
Net
re-estimated liability - latest
|
|
$
|
17,153
|
|
|
$
|
18,348
|
|
|
$
|
22,243
|
|
|
$
|
27,177
|
|
|
$
|
34,770
|
|
|
$
|
38,930
|
|
Cumulative
total redundancy (deficiency),
gross
|
|
$
|
7,606
|
|
|
$
|
6,228
|
|
|
$
|
4,005
|
|
|
$
|
(491
|
)
|
|
$
|
(3,376
|
)
|
|
$
|
(9,231
|
)
|
|
|
Year
Ended December 31,
|
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
for unpaid losses and LAE net of
reinsurance
recoverable
|
|
$
|
132,935
|
|
|
$
|
164,522
|
|
|
$
|
192,017
|
|
|
$
|
217,962
|
|
|
$
|
231,024
|
|
Cumulative
amount of liability paid through:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One
year later
|
|
|
32,826
|
|
|
|
41,102
|
|
|
|
44,752
|
|
|
|
47,752
|
|
|
|
-
|
|
Two
years later
|
|
|
62,178
|
|
|
|
73,491
|
|
|
|
78,980
|
|
|
|
|
|
|
|
|
|
Three
years later
|
|
|
87,618
|
|
|
|
100,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Four
years later
|
|
|
109,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
estimated as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One
year later
|
|
|
141,357
|
|
|
|
172,693
|
|
|
|
198,148
|
|
|
|
218,058
|
|
|
|
-
|
|
Two
years later
|
|
|
151,741
|
|
|
|
182,603
|
|
|
|
201,704
|
|
|
|
|
|
|
|
|
|
Three
years later
|
|
|
164,537
|
|
|
|
188,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Four
years later
|
|
|
171,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten
years later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
total redundancy (deficiency), net
|
|
$
|
(38,119
|
)
|
|
$
|
(24,325
|
)
|
|
$
|
(9,687
|
)
|
|
$
|
(96
|
)
|
|
$
|
-
|
|
Gross
liability - end of year
|
|
|
211,679
|
|
|
|
250,455
|
|
|
|
274,399
|
|
|
|
304,000
|
|
|
|
311,348
|
|
Reinsurance
recoverable - end of year
|
|
|
78,744
|
|
|
|
85,933
|
|
|
|
82,382
|
|
|
|
86,038
|
|
|
|
80,324
|
|
Net
liability - end of year
|
|
$
|
132,935
|
|
|
$
|
164,522
|
|
|
$
|
192,017
|
|
|
$
|
217,962
|
|
|
$
|
231,024
|
|
Gross
re-estimated liability - latest
|
|
|
256,323
|
|
|
|
273,110
|
|
|
|
279,580
|
|
|
|
297,994
|
|
|
|
|
|
Re-estimated
reinsurance recoverable - latest
|
|
|
85,269
|
|
|
|
84,263
|
|
|
|
77,876
|
|
|
|
79,936
|
|
|
|
|
|
Net
re-estimated liability - latest
|
|
$
|
171,054
|
|
|
$
|
188,847
|
|
|
$
|
201,704
|
|
|
$
|
218,058
|
|
|
|
|
|
Cumulative
total redundancy (deficiency),
gross
|
|
$
|
(44,644
|
)
|
|
$
|
(22,655
|
)
|
|
$
|
(5,181
|
)
|
|
$
|
6,006
|
|
|
|
|
|
Changes
in Reinsurance
In each
of the years ended December 31, 2009, 2008 and 2007, reinsurance retentions were
increased. An increase in retention means that the Company retains
responsibility for losses and loss adjustment expenses to a higher initial
threshold before which reinsurance attaches and becomes responsible for the
amount of a claim exceeding the threshold, subject to the terms of the
reinsurance agreement. The impact of such an increase in retention is generally
to cause the net liability for losses and loss adjustment expenses to increase,
since fewer losses are ceded to reinsurers, although the direct liability for
losses and loss adjustment expenses will be unchanged by a change in retention.
This increase in retention will result in a decline over time in the amount of
the difference between the Net Liability and Gross Liability totals in the
ten-year chart above.
For
further information about the Company’s reinsurance program and retentions,
please see the “Reinsurance” heading in this ITEM 1. “Business”
section.
Prior
Year Development
As a
result of changes in estimates for losses on insured events occurring in prior
years, the liability for losses and loss adjustment expenses increased by $0.1
million, $6.1 million and $8.1 million in 2009, 2008 and 2007,
respectively.
The
following table presents, by line of business, the change in the liability for
unpaid losses and loss adjustment expenses incurred in the years ended December
31, 2009, 2008 and 2007, for insured events of prior years.
Prior
year favorable (unfavorable) development, by line of business, reported
in:
|
|
|
|
|
|
|
Year
Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In
Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
multi-peril
|
|
$
|
(5,331
|
)
|
|
$
|
(9,220
|
)
|
|
$
|
(5,911
|
)
|
Commercial
automobile
|
|
|
4,221
|
|
|
|
3,041
|
|
|
|
2,504
|
|
Other
liability
|
|
|
1,310
|
|
|
|
869
|
|
|
|
(4,388
|
)
|
Workers'
compensation
|
|
|
9
|
|
|
|
413
|
|
|
|
787
|
|
Homeowners
|
|
|
559
|
|
|
|
(1,093
|
)
|
|
|
(1,220
|
)
|
Personal
automobile
|
|
|
(214
|
)
|
|
|
(98
|
)
|
|
|
(101
|
)
|
Other
lines
|
|
|
(650
|
)
|
|
|
(43
|
)
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
unfavorable prior year development
|
|
$
|
(96
|
)
|
|
$
|
(6,131
|
)
|
|
$
|
(8,171
|
)
|
We
evaluate our estimated ultimate liability by line of business on a quarterly
basis. The establishment of loss and loss adjustment expense reserves is an
inherently uncertain process, and reserve uncertainty stems from a variety of
sources. Court decisions, regulatory changes and economic conditions, among
other factors, can affect the ultimate cost of claims that occurred in the past
as well as create uncertainties regarding future loss cost trends. Similarly,
actual experience, including the number of claims and the severity of claims, to
the extent it varies from data previously used or projected, will be used to
update the projected ultimate liability for losses, by accident year and line of
business. Changes in estimates, or differences between estimates and amounts
ultimately paid, are reflected in the operating results of the period during
which such changes are made. A discussion of factors contributing to an
(increase) decrease in the liability for unpaid losses and loss adjustment
expenses (as shown in the chart immediately above) for the Group’s major lines,
representing 92% of net loss and loss adjustment reserves at December 31, 2009,
follows:
Commercial
multi-peril
With
$179.8 million, $163.0 million, and $140.0 million of recorded reserves, net of
reinsurance, at December 31, 2009, 2008 and 2007, respectively, commercial
multi-peril is the line of business that carries the largest net loss and loss
adjustment expense reserves, representing 78%, 75%, and 73%, respectively, of
the Group’s total carried net loss and loss adjustment expense reserves at
December 31, 2009, 2008, and 2007.
The
commercial multi-peril line of business experienced adverse prior year
development of $5.3 million in 2009, $9.2 million in 2008, and $5.9 million in
2007. The majority of this development relates to the west coast contractor
liability book of business. Contractor liability claims, particularly
construction defect claims, are long-tailed in nature and develop over a period
of up to twelve years.
The
adverse development in 2009, 2008 and 2007 was driven by higher than expected
reported construction defect claim activity, particularly on the 1998 through
2002 accident years. The adverse development in 2009, 2008 and 2007 includes
$0.3 million, ($0.4) million, and $0.7 million, respectively, in reserve
increases (decreases) related to accident years 1997 and prior which are
pre-
Montrose
claims
(see discussion of
Montrose
under the heading of Description of Ultimate Loss Estimation Methods in
the Critical Accounting Policies section of ITEM 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations).
The
adverse development in 2009, 2008 and 2007 also includes ($0.8) million, $1.9
million, and $0.5 million, respectively, in post-commutation reserve (decreases)
increases for losses formerly subject to reinsurance treaties.
In 2009,
there was $2.0 million in favorable development on accident year 2008 due to
lower than expected loss emergence, primarily on west coast commercial
multi-peril property which was offset in part by $1.7 million in higher than
expected reserve development on the 2007 accident year, primarily on east coast
commercial multi-peril liability. In 2008 there was $3.5 million in
favorable development on west coast commercial multi-peril liability accident
years 2003 through 2005, due to lower than expected loss emergence. In 2007
there was no development on the 2003 through 2005 accident years. The favorable
development in 2008 was driven by a decrease in claim frequency for accident
years 2003 through 2005 which reflects the impact of both rate increases and
changes in underwriting.
The
variances from previous expectations in the loss activity described above were
taken into account in evaluating the ultimate liability for losses and loss
adjustment expenses.
Commercial
automobile
With
$23.3 million, $23.5 million, and $18.3 million of recorded reserves, net of
reinsurance, at December 31, 2009, 2008, and 2007, respectively, commercial
automobile is the Group’s second largest reserved line of business, representing
10%, 11%, and 10%, respectively, of the Group’s total carried net loss and loss
adjustment expense reserves at December 31, 2009, 2008, and 2007.
The
commercial automobile line of business experienced favorable prior year
development of $4.2 million in 2009, $3.0 million in 2008, and $2.5 million in
2007.
The
favorable development on the commercial automobile line of business reflects a
reduction in claims frequency for the recent accident years and a lower than
expected emergence of losses, particularly on the Group’s heavy truck programs
like Ready Mix and Aggregate Haulers. Additionally, in 2009, the
favorable development on the 2007 accident year was impacted by better than
expected case reserve development.
The
variances from previous expectations in the loss activity described above were
taken into account in evaluating the ultimate liability for losses and loss
adjustment expenses.
Workers
compensation
With $8.4
million, $7.6 million, and $7.6 million of recorded reserves, net of
reinsurance, at December 31, 2009, 2008, and 2007, respectively, workers
compensation represents 4%, 3%, and 4%, respectively, of the Group’s total
carried net loss and loss adjustment expense reserves at December 31, 2009, 2008
and 2007. A portion of this business is assumed from the National Involuntary
Pool managed by the National Council on Compensation Insurance
(NCCI).
Workers
compensation reserves developed favorably in 2009 by $0.0 million, in 2008 by
$0.4 million, and in 2007 by $0.8 million, respectively.
Workers
compensation losses are impacted heavily by medical cost increases which have
been significant recently.
The
variances from previous expectations in the loss activity described above were
taken into account in evaluating the ultimate liability for losses and loss
adjustment expenses.
All Other
lines
The
remaining lines of business collectively contributed approximately $1.0 million
in favorable development and adverse development of $0.4 million and $5.6
million for the years ended December 31, 2009, 2008, and 2007,
respectively. These lines did not individually reflect any
significant trends related to prior year development, in 2009 or
2008. The adverse development in 2007 was mainly on the Other
Liability line of business and related to an unexpected increase in litigation
activity. At December 31, 2009, Other Liability recorded reserves,
net of reinsurance, totaled $5.0 million or 2% of net loss and loss
adjustment
reserves (as compared to $12.4 million or 6% of net loss and loss adjustment
reserves at December 31, 2008).
Reconciliation
Table for Loss and Loss Adjustment Expenses
The
following table provides a reconciliation of beginning and ending consolidated
loss and LAE reserve balances of the Group for the years ended December 31,
2009, 2008 and 2007, prepared in accordance with U.S. generally accepted
accounting principles.
Reconciliation
of Reserve for Losses and Loss Adjustment Expenses
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In
thousands)
|
|
Reserves
for losses and loss adjustment expenses at the
beginning
of period
|
|
$
|
304,000
|
|
|
$
|
274,399
|
|
|
$
|
250,455
|
|
Less:
Reinsurance recoverable on unpaid losses and loss expenses
|
|
|
(86,038
|
)
|
|
|
(82,382
|
)
|
|
|
(85,933
|
)
|
Net
reserves for losses and loss adjustment expenses at
beginning
of period
|
|
|
217,962
|
|
|
|
192,017
|
|
|
|
164,522
|
|
Add:
Provision for losses and loss adjustment expenses for
claims
occurring in:
|
|
|
|
|
|
|
|
|
|
Current
year
|
|
|
86,046
|
|
|
|
89,088
|
|
|
|
83,015
|
|
Prior
years
|
|
|
96
|
|
|
|
6,131
|
|
|
|
8,171
|
|
Total
incurred
|
|
|
86,142
|
|
|
|
95,219
|
|
|
|
91,186
|
|
Less:
Loss and loss adjustment expense payments for claims
occurring
in:
|
|
|
|
|
|
|
|
|
|
Current
year
|
|
|
25,328
|
|
|
|
24,521
|
|
|
|
22,589
|
|
Prior
years
|
|
|
47,752
|
|
|
|
44,753
|
|
|
|
41,102
|
|
Total
paid
|
|
|
73,080
|
|
|
|
69,274
|
|
|
|
63,691
|
|
Net
balance, December 31
|
|
|
231,024
|
|
|
|
217,962
|
|
|
|
192,017
|
|
Plus
reinsurance recoverable on unpaid losses and loss expenses
at
end of period
|
|
|
80,324
|
|
|
|
86,038
|
|
|
|
82,382
|
|
Reserves
for losses and loss adjustment expenses at end of
period
|
|
$
|
311,348
|
|
|
$
|
304,000
|
|
|
$
|
274,399
|
|
Potential
Impact on Reserves due to Changes in Key Assumptions
The
following table presents, by line of business, the (increase) decrease in the
liability for unpaid losses and loss adjustment expenses attributable to insured
events of prior years incurred in the year ended December 31, 2009.
Prior Year development in
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
events of indicated prior years
|
|
|
|
Total
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
and
Prior
|
|
|
|
(In
Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
multi-peril
|
|
$
|
(5,331
|
)
|
|
$
|
1,972
|
|
|
$
|
(1,721
|
)
|
|
$
|
(187
|
)
|
|
$
|
(5,395
|
)
|
Commercial
automobile
|
|
|
4,221
|
|
|
|
1,155
|
|
|
|
3,015
|
|
|
|
183
|
|
|
|
(132
|
)
|
Other
liability
|
|
|
1,310
|
|
|
|
1,001
|
|
|
|
332
|
|
|
|
(194
|
)
|
|
|
171
|
|
Workers'
compensation
|
|
|
9
|
|
|
|
(533
|
)
|
|
|
675
|
|
|
|
225
|
|
|
|
(358
|
)
|
Homeowners
|
|
|
559
|
|
|
|
379
|
|
|
|
117
|
|
|
|
(73
|
)
|
|
|
136
|
|
Personal
automobile
|
|
|
(214
|
)
|
|
|
56
|
|
|
|
(192
|
)
|
|
|
36
|
|
|
|
(114
|
)
|
Other
lines
|
|
|
(650
|
)
|
|
|
(573
|
)
|
|
|
460
|
|
|
|
283
|
|
|
|
(820
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
2009 (unfavorable) favorable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prior
year development
|
|
$
|
(96
|
)
|
|
$
|
3,457
|
|
|
$
|
2,686
|
|
|
$
|
273
|
|
|
$
|
(6,512
|
)
|
The Group
has concluded that in its judgment the range of reasonable estimates of loss and
loss expense reserves, on a net basis, is likely to range from $195.4 million to
$241.6 million as of December 31, 2009. Similarly, the Group concluded that
in its judgment the range of reasonable estimates of loss and loss expense
reserves, on a net basis, ranged from $169.2 million to $227.9 million as of
December 31, 2008. The Group’s net loss and loss adjustment expense
reserves are carried at $231.0 million as of December 31, 2009, and $218.0
million as of December 31, 2008, toward the upper ends of the ranges for the
respective years. We have not performed stochastic modeling of the reserves;
however, management believes that it is probable that the final outcome will
fall within the range specified above.
The table
below summarizes the impact on net loss and loss adjustment expense reserves and
stockholders’ equity of variances from the selected carried reserves to either
extreme of the management-selected range of estimates of loss and loss
adjustment expense reserves, net of reinsurance, based on reasonably likely
changes in the variables considered in establishing loss and loss adjustment
expense reserves. The range of reasonably likely changes was established based
on a review of changes in accident year development by line of business and
applied to loss reserves as a whole. The asymmetry of the range of estimates
reflects the general shape of the probability distribution for liability loss
reserves (i.e., it is typical to have smaller redundancies more often than
larger deficiencies) and the fact that the consequences of deficiencies are more
severe. The selected range of changes does not indicate what could be the
potential best or worst case or likely scenarios:
Range
of Loss
and
Loss
Adjustment
Reserves
Net of
Reinsurance
|
|
Adjusted
Loss and
Loss
Adjustment
Reserves
Net of
Reinsurance
as of
December
31,
2009
|
|
Percentage
Change
in
Stockholders
Equity as of
December
31,
2009
(1)
|
|
Adjusted
Loss and
Loss
Adjustment
Reserves
Net of
Reinsurance
as of
December
31,
2008
|
|
Percentage
Change
in
Stockholders
Equity as of
December
31,
2008
(1)
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
Reserve
range low end
|
|
$195,447
|
|
14.7%
|
|
$169,228
|
|
23.4%
|
Selected
reserves
|
|
$231,024
|
|
-
|
|
$217,962
|
|
-
|
Reserve
range high end
|
$241,616
|
|
(4.4)
|
|
$227,942
|
|
(4.8)
|
|
|
|
|
|
|
|
|
|
(1)
Net of tax
|
|
|
|
|
|
|
|
|
The
following paragraphs discuss considerations taken into account for the Group’s
major lines of business in selecting reserves for losses and loss adjustment
expenses (note that in the discussions below reserves relating to FPIC are
discussed in the context of their actual accident years, notwithstanding that
they are shown in the ten-year development chart above as attributable under
purchase accounting to 2005, the year of FPIC’s acquisition by the
Group).
Commercial
multi-peril
The
Group’s selection of an estimate towards the upper end of the range is related
primarily to its commercial multiple peril liability book, and is due to a
number of factors, including the fact that historically generally accepted
actuarial projection techniques have proved somewhat inadequate in estimating
loss reserves for CMP liability (more specifically, in the Group’s case,
contractors’ liability). Trends in legal, economic, and social factors have
caused development patterns for CMP liability to become more protracted; that
is, claims, especially construction defect claims, are being reported much
longer after the occurrence of the event giving rise to the claim. This effect
causes the use of historical development patterns to understate loss reserves
for more recent accident year periods. It also makes the investigation and
defense of the claim more difficult and costly. We have therefore applied
alternative techniques in our analysis (and segregated contractors’ policies
from all other policies in the analysis) and have judgmentally selected our best
estimate of the loss reserves to reflect our expectation that such trends will
continue.
Commercial
automobile
The loss
and loss adjustment expense reserves for commercial automobile liability have
experienced favorable trends in the last few years. Prior to 1998, the
development of reported losses was effectively complete (claims were reported
and case reserves were at or near ultimate values) by about four years after the
beginning of an accident year. For accident years 1998 through 2001, the
development pattern extended as long as seven years. Since accident year 2003,
however, the development pattern has shortened to about five years. At the same
time, claims frequencies have decreased. Reliance on historical emergence
patterns have produced redundancies in the loss and loss adjustment expense
reserves in recent accident years.
Workers
Compensation
The
development in workers compensation reserves is almost entirely due to our
experience on assumed business from the national involuntary pool, which has
been volatile. We continuously review the trends in this experience
and use our best judgment in estimating assumed reserves.
Sensitivity of key
assumptions in reserve selection
Our
process of establishing loss reserves for long-tailed classes of business takes
into account a variety of key assumptions, including, but not limited to, the
following:
|
the
selection of loss development
patterns;
|
|
the
selection of Tail Factors;
|
|
the
selection of Expected Ultimate Loss Ratios;
and
|
|
for
CMP liability, the Company’s biggest line of business, for the older
policy years (1996 and prior), the number of remaining unreported claims
and expected average cost of those
claims.
|
The
relative significance of any individual assumption depends upon several
considerations, such as the line of business and the accident year. If the
actual experience emerges differently than the assumptions used in the process
of establishing reserves, then it is possible that there will be changes in the
reserve estimates (prior year development) that may be material to the results
of operations in future periods. Set forth below is a discussion of the
potential impact of using certain key assumptions that differ from those used in
our latest reserve analysis. It is important to note that the following
discussion considers each assumption individually without any consideration of
the correlation (or the lack thereof) between lines of business and accident
years or between assumptions, and therefore does not constitute an actuarial
range. While the following discussion represents possible volatility due to
variations in key assumptions identified by management, there is no
assurance
that future emergence of our loss experience will be consistent with either our
current or alternative sets of assumptions. By the very nature of the insurance
business, it is normal for loss development patterns to have a certain amount of
variability.
As an
illustration of the potential volatility, consider the impact of the use of the
different assumptions described below in setting reserves for the Commercial
multiple peril liability line, the Group’s biggest line of business and the one
for which reserves have been the most volatile. CMP comprises about 78% of the
Group’s net reserves of which 90% of the reserves for CMP relate to the west
coast CMP liability net reserves.
|
For
west coast CMP liability, if we chose certain alternate sets of
assumptions for loss development, assumptions which would still be
considered reasonable, the net (of ceded reinsurance) reserve estimates at
December 31, 2009, could decrease by $15.2 million, pre-tax, implying a
redundancy (i.e., reserves should be lower), or increase by $4.0 million,
pre-tax, implying a deficiency (i.e., reserves should be
higher).
|
|
In
selecting management’s best estimates of the loss reserves for accident
years 1998 and subsequent, we use methods that rely on expected ultimate
loss ratios (the ratios of expected net ultimate losses and loss expenses
to net earned premiums). Those ratios vary by accident year and class of
business. For west coast CMP liability, if we increased or decreased those
expected ultimate loss ratios by 5 percentage points, then the net loss
reserves at December 31, 2009, would increase or decrease by $23.7
million, pre-tax, respectively.
|
|
For
accident years 1997 and prior, the years most affected by the California
Montrose
decision, we project the reserves for incurred but not reported claims
judgmentally. We have assumed that the twelve-year statute of limitations
is valid and enforceable (as it has been in the past) and that therefore
there will be no additional claims reported after December 31, 2009, for
accident years 1997 and prior (related to policy years 1996 and prior),
that will require the payment of losses. However, there are
claims still pending from these older years and it is possible that claims
previously closed without payment may reopen. Using alternative
assumptions, the estimates of the net reserves at December 31, 2009, could
increase or decrease by less than $0.5 million, pre-tax,
respectively.
|
In light
of the many uncertainties involved in the estimation of reserves, we monitor the
reserves monthly, quarterly, and semi-annually, and perform a comprehensive
review of our reserve estimates at least twice a year. These reviews could
result in the identification of information and trends that would require us to
increase or decrease some reserves for prior periods and could materially affect
our results of operations, equity, business, financial strength and ratings. In
2009, we experienced adverse development of $0.1 million, comprised of adverse
development of $5.3 million for commercial multiple peril, offset by a
redundancy of $4.2 million for commercial automobile liability and relatively
small amounts of redundancies and deficiencies for other lines of
business.
Statutory
and GAAP Loss and Loss Expense Reserves
There are
no material differences between the Group’s loss and loss expense reserves under
Statutory Accounting Principles and its loss reserves under U.S. Generally
Accepted Accounting Principles at December 31, 2009, and 2008.
See
additional discussion of loss and loss adjustment expense reserves in the
section “Management’s Discussion and Analysis of Financial Condition and Results
of Operations, Critical Accounting Policies” under the sections titled
“Liabilities for Loss and Loss Adjustment Expenses”, “Methods Used to Estimate
Loss and Loss Adjustment Expense Reserves” and “Description of Ultimate Loss
Estimation Methods”.
REINSURANCE
The table
below summarizes for 2009, 2008 and 2007, the premiums and losses and loss
adjustment expenses assumed and ceded under the Group’s reinsurance programs in
place for those years:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Premiums
written:
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
153,045
|
|
|
$
|
165,377
|
|
|
$
|
182,907
|
|
Assumed
|
|
|
801
|
|
|
|
1,058
|
|
|
|
1,383
|
|
Ceded
|
|
|
(16,016
|
)
|
|
|
(19,083
|
)
|
|
|
(24,623
|
)
|
Net
premiums written
|
|
$
|
137,830
|
|
|
$
|
147,352
|
|
|
$
|
159,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums
earned:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
156,735
|
|
|
$
|
172,817
|
|
|
$
|
176,395
|
|
Assumed
|
|
|
918
|
|
|
|
1,233
|
|
|
|
1,801
|
|
Ceded
|
|
|
(17,240
|
)
|
|
|
(21,473
|
)
|
|
|
(31,521
|
)
|
Net
premiums earned
|
|
$
|
140,413
|
|
|
$
|
152,577
|
|
|
$
|
146,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses
and loss expenses incurred
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
96,590
|
|
|
$
|
110,150
|
|
|
$
|
107,141
|
|
Assumed
|
|
|
31
|
|
|
|
1,043
|
|
|
|
1,185
|
|
Ceded
|
|
|
(10,479
|
)
|
|
|
(15,974
|
)
|
|
|
(17,140
|
)
|
Net
losses and loss expenses incurred
|
|
$
|
86,142
|
|
|
$
|
95,219
|
|
|
$
|
91,186
|
|
Reinsurance
Ceded
In
accordance with insurance industry practice, our insurance companies reinsure a
portion of their exposure and pay to the reinsurers a portion of the premiums
received on all policies reinsured. Insurance policies written by our companies
are reinsured with other insurance companies principally to:
|
•
|
reduce
net liability on individual risks;
|
|
•
|
mitigate
the effect of individual loss occurrences (including catastrophic
losses);
|
|
•
|
stabilize
underwriting results;
|
|
•
|
increase
our insurance companies’ underwriting
capacity.
|
Reinsurance
can be facultative reinsurance or treaty reinsurance. Under facultative
reinsurance, each policy or portion of a policy is reinsured individually. Under
treaty reinsurance, an agreed-upon portion of a class of business is
automatically reinsured. Reinsurance also can be classified as quota share
reinsurance, pro-rata reinsurance or excess of loss reinsurance. Under quota
share reinsurance and pro-rata reinsurance, the ceding company cedes a
percentage of its insurance liability to the reinsurer in exchange for a like
percentage of premiums less a ceding commission. The ceding company in turn
recovers from the reinsurer the reinsurer’s share of all losses and loss
adjustment expenses incurred on those risks. Under excess reinsurance, an
insurer limits its liability to all or a particular portion of the amount in
excess of a predetermined deductible or retention. Regardless of type,
reinsurance does not legally discharge the ceding insurer from primary liability
for the full amount due under the reinsured policies. However, the assuming
reinsurer is obligated to reimburse the ceding company to the extent of the
coverage ceded.
The
amount and scope of reinsurance coverage we purchase each year is determined
based on a number of factors. These factors include the evaluation of the risks
accepted, consultations with reinsurance representatives and a review of market
conditions, including the availability and pricing of reinsurance. Reinsurance
arrangements are placed with non-affiliated reinsurers, and are generally
renegotiated annually.
The
decrease in ceded premium in 2009 and 2008 relates primarily to the increases in
underlying retentions in 2009, 2008, and 2007, and the related decrease in
ceding rates.
The
largest exposure retained in 2009, 2008, and 2007 on any one individual property
risk was $1,000,000, $850,000 and $750,000, respectively. Individual
property risks in excess of these amounts are covered on an excess of loss basis
pursuant to various reinsurance treaties. All property lines of business,
including commercial automobile physical damage, are reinsured under the same
treaties.
Except
for umbrella liability, individual casualty risks that are in excess of
$1,000,000, $850,000 and $750,000, respectively, in 2009, 2008, and 2007 are
covered on an excess of loss basis up to $1.0 million per occurrence. Casualty
losses in excess of $1.0 million arising from workers’ compensation claims are
reinsured up to $10.0 million per occurrence per insured. Umbrella
liability losses are reinsured on a 75% quota share basis up to $1.0 million and
a 100% quota share basis in excess of $1.0 million.
For the
surety line of business, written exclusively by FPIC, the Group maintains an
excess of loss contract under which it retains the first $500,000 and 10% of the
next $4.0 million resulting in a maximum retention of $900,000 per
principal.
Catastrophic
reinsurance protects the ceding insurer from significant aggregate loss
exposure. Catastrophic events include windstorms, hail, tornadoes, hurricanes,
earthquakes, riots, blizzards, terrorist activities and freezing temperatures.
We purchase layers of excess treaty reinsurance for catastrophic property
losses. We reinsure 100% of losses per occurrence in excess of $5.0 million up
to a maximum of $55.0 million, for 2009, 2008 and 2007.
The Group
also carries coverage on commercial lines of business for acts of terrorism of
$10.0 million excess of $3.0 million in 2009, 2008 and 2007. This coverage does
not apply to nuclear, chemical or biological events.
Prior to
2007, FPIC had a separate reinsurance program from the other insurance companies
in the Group, which was largely a continuation of the program it had in place
immediately prior to its acquisition by the Group. Commercial
multi-peril property and auto physical damage coverage was reinsured, through a
$1,650,000 excess of $350,000 excess of loss contract. Excess of
$2.0 million, FPIC had a semi-automatic facultative agreement, which
provided $8.0 million of coverage. On casualty business
FPIC maintained two reinsurance layers, $250,000 excess of $250,000, and
$500,000 excess of $500,000, respectively, for commercial multiple peril
liability and commercial automobile liability with a syndicate of
reinsurers. The maximum exposure on any one casualty risk was
$250,000. Excess of $1.0 million, there was a semi-automatic
facultative agreement, which provided $5.0 million of
coverage.
Effective
January 1, 2008, the Group renewed its reinsurance coverages with the following
changes. The retention on any individual property or casualty risk
was increased to $850,000 from $750,000. Pollution coverage written
by FPIC was fully retained with a standard sub-limit of $150,000 (and up to
$300,000 on an exception basis). Prior to 2008, FPIC reinsured 100%
of its pollution coverage, which in 2007 represented $1.8 million of ceded
written premium. The Group also purchased an additional $1.0 million
of surety coverage (subject to a 10% retention) which resulted in an increased
reinsurance coverage to $4.5 million from $3.5 million per principal and a
maximum retention of $900,000 per principal as compared to the previous
$800,000. The Group continued its primary treaties (i.e., treaties covering risk
limits less than $1.0 million on casualty lines, less than $7.5 million on
property lines and less than $10 million on workers’ compensation) with General
Reinsurance Corporation, rated A++ (Superior) by A.M. Best, their highest
rating.
Effective
January 1, 2009, the Group renewed its reinsurance coverages with the
following changes. The retention on any individual property or casualty risk was
increased to $1.0 million from $850,000. Umbrella liability written by FPIC
is now reinsured on a 75% quota share basis up to $1.0 million and on a
100% quota share basis in excess of $1.0 million. Prior to 2009, umbrella
liability written by FPIC was reinsured on a 100% quota share basis with the
exception of business owner policies, which were reinsured 75% up to
$1.0 million and then on a 100% quota share basis in excess of
$1.0 million. Additionally, in 2009 FPIC’s umbrella reinsurance coverage
was increased to $10.0 million from $5.0 million. The 2009 changes to
the umbrella liability reinsurance program conform FPIC’s retention on umbrella
liability with all of the other insurance companies in the Group.
In
conjunction with the renewal of the reinsurance program for 2009, 2008 and 2007,
the prior year reinsurance treaties were terminated on a run-off basis,
requiring that for policies in force as of December 31, 2008, 2007 and 2006,
respectively, these reinsurance agreements continue to cover losses occurring on
these policies in the future. Therefore, the Group will remit
premiums to and collect reinsurance recoverables from the reinsurers on these
prior year treaties as the underlying business runs off.
During
the fourth quarter of 2008, the Group commuted all reinsurance agreements with
St Paul Fire and Marine Insurance Company. These reinsurance
agreements included participation in the property quota share and casualty
excess of loss treaties. As a result of the commutation the Group
received a cash payment of $2.5 million, and recorded a pre-tax net gain on
commutation of $0.9 million.
Prior to
2007, some of the Group’s reinsurance treaties (primarily FPIC treaties) have
included provisions that establish minimum and maximum cessions and allow
limited participation in the profit of the ceded business. Generally,
the Group shares on a limited basis in the profitability through contingent
ceding commissions. Exposure to the loss experience is contractually
defined at minimum and maximum levels, and the terms of such contracts are fixed
at inception. Since estimating the emergence of claims to the
applicable reinsurance layers is subject to significant uncertainty, the net
amounts that will ultimately be realized may vary significantly from the
estimated amounts presented in the Group’s results of operations.
The
Group’s significant reinsurance treaties as of December 31, 2009 are summarized
below:
Property Excess of
Loss
The
Property Excess of Loss program consists of two layers with coverage of
$6,500,000 above an $1,000,000 retention. The first layer is $4.0
million excess of $1.0 million with a per occurrence limit of $8.0
million. The second layer is $2.5 million excess of $5.0 million with
a per occurrence limit of $2.5 million. The first layer has no annual
aggregate limit or reinstatement premium. The second layer has a $5.0
million annual aggregate limit and a reinstatement premium based on the
reinsurance premium multiplied by the percentage of reinstated limit. The Group
purchases facultative coverage in excess of these limits. Effective
January 1, 2010, a third layer of $2.5 million in coverage was added resulting
in a total coverage of $9.0 million above an $1.0 million
retention.
Property Catastrophe Excess
of Loss
The
Property Catastrophe Excess of Loss program consists of three layers with
coverage of $50.0 million above a $5.0 million retention. The first
layer is $5.0 million excess of $5.0 million with a per occurrence limit of $5.0
million. The second layer is $10.0 million excess of $10.0 million
with a per occurrence limit of $10.0 million. The third layer is
$35.0 million excess of $20.0 million with a per occurrence limit of $35.0
million. There is an annual aggregate limit of $10.0 million on the
first layer, $20.0 million on the second layer and $70.0 million on the third
layer. There is a reinstatement premium on each layer based on the
reinsurance premium multiplied by the percentage of reinstated
limit. There will be no change to this program’s structure for
2010.
Casualty Excess of
Loss
The
Casualty Excess of Loss program consists of three layers with coverage of $9.0
million above an $1.0 million retention. The first layer is $1.0
million excess of $1.0 million with a per occurrence limit of $1.0
million. The second layer is $3.0 million excess of $2.0 million with
a per occurrence limit of $3.0 million. The third layer is only for
the workers’ compensation line of business and is $5.0 million excess of $5.0
million with a per occurrence limit of $5.0 million. The first,
second and third layers have a $5.0 million, $6.0 million and $10.0 million
annual aggregate limit, respectively. The first and second layers
have no reinstatement premium and the third layer has a reinstatement premium
based on the reinsurance premium multiplied by the percentage of reinstated
limit. Effective January 1, 2010, this program was renewed with no
material changes.
Umbrella Liability Quota
Share
The
Umbrella Liability Quota Share program consists of two treaties, one for MIC,
MICNJ, and FIC, and one for FPIC. Both treaties reinsure losses on a
75% quota share basis up to $1.0 million and on a 100%
quota
share basis in excess of $1.0 million and provide for up to $10.0 million in
limit. The Group purchases facultative coverage in excess of these
limits. Effective January 1, 2010, this program was renewed with no material
changes.
Surety Excess of
Loss
The
Surety Excess of Loss program consists of four layers with coverage of $4.0
million above a $500,000 retention. The first layer is $1.5 million
excess of $500,000 with a 10% retention and a per occurrence limit of
$1,350,000. The second layer is $1.5 million excess of $2.0 million
with a 10% retention and a per occurrence limit of $1,350,000. The
third layer is $500,000 excess of $3.5 million with a 10% retention and a per
occurrence limit of $450,000. The fourth layer is $500,000 excess of
$4.0 million with a 10% retention and a per occurrence limit of
$450,000. The first and second layers have a $2.7 million annual
aggregate limit and a 25% and 50%, respectively, reinstatement
premium. The third and fourth layers each have a $450,000 annual
aggregate and no reinstatement premium. The Group’s maximum retention
is $900,000 per principal. This reinsurance structure was renewed for
2010 with the addition of a $500,000 annual aggregate deductible on the first
layer.
Terrorism
The
Terrorism program consists of three treaties. The first treaty is
$10.0 million above a $3.0 million retention for commercial lines of
business. This coverage does not apply to nuclear, chemical or
biological events. The annual aggregate limit is $10.0 million. The
second treaty is the Property Terrorism Excess treaty with coverage of
$6,500,000 above a $1,000,000 retention. This coverage does not apply
to nuclear, chemical or biological events. The annual aggregate limit
is $6,500,000. The third treaty is the Workers’ Compensation Terrorism treaty
with coverage of $4,000,000 above a $1,000,000 retention. This
coverage does not apply to nuclear, chemical or biological
events. The annual aggregate limit is
$4,000,000. Effective January 1, 2010, this program was renewed with
no material changes.
Reinsurance
Assumed
We
generally do not assume risks from other insurance companies. However, we are
required by statute to participate in certain residual market pools. This
participation requires us to assume business for workers’ compensation and for
property exposures that are not insured in the voluntary marketplace. We
participate in these residual markets pro rata on a market share basis, and as
of December 31, 2009, our participation is not material. For the
years ended December 31, 2009, 2008 and 2007, our insurance companies
assumed $0.8 million, $1.1 million and $1.4 million of written premiums,
respectively.
Reinsurer
Credit Risk
The
insolvency or inability of any reinsurer to meet its obligations to us could
have a material adverse effect on our results of operations or financial
condition. As of December 31, 2009, the Group’s five largest reinsurers
based on percentage of ceded premiums are set forth in the following
table:
Name
|
|
|
|
Percentage
|
|
|
|
|
of
Ceded
|
A.M.
Best
|
|
|
Premiums
|
Rating
|
1.
|
Berkley
Insurance Company
|
|
|
33%
|
|
A+
|
2.
|
General
Reinsurance Corporation
|
|
|
30%
|
|
A++
|
3.
|
Munich
Reinsurance America, Inc.
|
|
|
15%
|
|
A+
|
4.
|
Hartford
Steam Boiler Inspection and Insurance Company
|
|
|
7%
|
|
A+
|
5.
|
Montpelier
Reinsurance
|
|
|
3%
|
|
A-
|
The
following table sets forth the five largest amounts of loss and loss expenses
recoverable from reinsurers on unpaid claims as of December 31,
2009.
Name
|
|
|
|
Loss
and
|
|
|
|
Loss
Expenses
|
|
|
Recoverable
on
|
A.M.
Best
|
|
Unpaid
Claims
|
Rating
|
|
|
|
|
(In
thousands)
|
|
|
1.
|
|
Berkley
Insurance Company
|
|
$
|
34,556
|
|
A+
|
2.
|
|
Partner
Reinsurance Company of the U.S.
|
|
13,953
|
|
A+
|
3.
|
|
General
Reinsurance Corporation
|
|
11,844
|
|
A++
|
4.
|
|
QBE
Reinsurance Corporation
|
|
|
7,170
|
|
A
|
5.
|
|
Continental
Casualty Company
|
|
|
5,126
|
|
A
|
The A++,
A+, A and A- ratings are the top four of A.M. Best’s 16
ratings. According to A.M. Best, companies with a rating of “A++” or
“A+” are rated “Superior”, with “…a superior ability to meet their ongoing
obligations to policyholders.” Companies with a rating of “A” or “A-”
are rated “Excellent”, with “…an excellent ability to meet their ongoing
obligations to policyholders.”
INVESTMENTS
On a
consolidated basis, all of our investments in fixed income and equity securities
are classified as available for sale and are carried at fair value.
An
important component of our consolidated operating results has been the return on
invested assets. Our investment objectives are to: (i) maximize current
yield, (ii) maintain safety of capital through a balance of high quality,
diversified investments that minimize risk, (iii) maintain adequate
liquidity for our insurance operations, (iv) meet regulatory requirements,
and (v) increase surplus through appreciation. However, in order to enhance
the yield on our fixed income securities, our investments generally have a
moderately longer duration than the duration of our insurance liabilities. See
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” under the subsection entitled “Quantitative and Qualitative
Information about Market Risk.”
Our
investment policy requires that investments be made in a portfolio consisting of
bonds, equity securities, and short-term money market instruments. Our equity
investments are concentrated in companies with larger
capitalizations. The investment policy does not permit investment in
unincorporated businesses, private placements or direct mortgages, foreign
denominated securities, financial guarantees or commodities. The Board of
Directors of the Group has developed this investment policy and reviews it
periodically.
The
following table sets forth consolidated information concerning our
investments.
|
|
At
December 31, 2009
|
|
|
At
December 31, 2008
|
|
|
At
December 31, 2007
|
|
|
|
Cost
(2)
|
|
|
Fair
Value
|
|
|
Cost
(2)
|
|
|
Fair
Value
|
|
|
Cost
(2)
|
|
|
Fair
Value
|
|
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
income securities (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States government and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
government
agencies (3)
|
|
$
|
68,864
|
|
|
$
|
72,021
|
|
|
$
|
84,747
|
|
|
$
|
87,975
|
|
|
$
|
83,016
|
|
|
$
|
83,715
|
|
Obligations
of states and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
political
subdivisions
|
|
|
136,706
|
|
|
|
143,293
|
|
|
|
143,042
|
|
|
|
145,125
|
|
|
|
142,873
|
|
|
|
144,026
|
|
Industrial
and miscellaneous
|
|
|
124,135
|
|
|
|
130,223
|
|
|
|
77,859
|
|
|
|
77,499
|
|
|
|
65,109
|
|
|
|
65,208
|
|
Mortgage-backed
securities
|
|
|
18,930
|
|
|
|
19,927
|
|
|
|
25,427
|
|
|
|
23,488
|
|
|
|
30,980
|
|
|
|
31,289
|
|
Total
fixed income securities
|
|
|
348,635
|
|
|
|
365,464
|
|
|
|
331,075
|
|
|
|
334,087
|
|
|
|
321,978
|
|
|
|
324,238
|
|
Equity
securities
|
|
|
7,516
|
|
|
|
9,484
|
|
|
|
9,232
|
|
|
|
10,203
|
|
|
|
12,500
|
|
|
|
17,930
|
|
Short-term
investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
356,151
|
|
|
$
|
374,948
|
|
|
$
|
340,307
|
|
|
$
|
344,290
|
|
|
$
|
334,478
|
|
|
$
|
342,168
|
|
_________
(1)
|
In
our consolidated financial statements, investments are carried at fair
value.
|
(2)
|
Original
cost of equity and fixed income securities adjusted for other than
temporary impairment writedowns and amortization of premium and accretion
of discount.
|
(3)
|
Includes
approximately $55,092, $66,576 and $56,142 (cost) and $57,874,
$68,696 and $56,637 (estimated fair value) of mortgage-backed securities
backed by the U.S. government and government agencies as of December 31,
2009, 2008 and 2007, respectively.
|
The
following table shows our Industrial and miscellaneous fixed income securities
and equity holdings by industry sector:
|
|
December
31, 2009
|
|
|
December
31, 2008
|
|
|
|
Cost
(1)
|
|
|
Fair
Value
|
|
|
Cost
(1)
|
|
|
Fair
Value
|
|
|
|
(In
thousands)
|
|
Industrial
and miscellaneous:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
$
|
29,612
|
|
|
$
|
31,537
|
|
|
$
|
36,520
|
|
|
$
|
36,065
|
|
Retail
specialty
|
|
|
42,211
|
|
|
|
43,897
|
|
|
|
27,561
|
|
|
|
27,810
|
|
Energy
|
|
|
30,685
|
|
|
|
32,317
|
|
|
|
9,680
|
|
|
|
9,444
|
|
Pharmaceutical
|
|
|
9,367
|
|
|
|
9,744
|
|
|
|
2,249
|
|
|
|
2,320
|
|
Information
Technology
|
|
|
12,260
|
|
|
|
12,728
|
|
|
|
1,849
|
|
|
|
1,860
|
|
Total
|
|
$
|
124,135
|
|
|
$
|
130,223
|
|
|
$
|
77,859
|
|
|
$
|
77,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
$
|
1,293
|
|
|
$
|
1,505
|
|
|
$
|
2,329
|
|
|
$
|
2,343
|
|
Retail
specialty
|
|
|
3,488
|
|
|
|
4,216
|
|
|
|
4,117
|
|
|
|
4,565
|
|
Energy
|
|
|
407
|
|
|
|
636
|
|
|
|
746
|
|
|
|
1,135
|
|
Pharmaceutical
|
|
|
1,333
|
|
|
|
1,764
|
|
|
|
794
|
|
|
|
974
|
|
Information
Technology
|
|
|
995
|
|
|
|
1,363
|
|
|
|
1,246
|
|
|
|
1,186
|
|
Total
|
|
$
|
7,516
|
|
|
$
|
9,484
|
|
|
$
|
9,232
|
|
|
$
|
10,203
|
|
_____________
(1)
|
Original
cost of equity securities; original cost of fixed income securities
adjusted for amortization of premium and accretion of discount, as well as
any impairment write-downs.
|
The table
below contains consolidated information concerning the investment ratings of our
fixed maturity investments at December 31, 2009:
Type/Ratings of Investment
(1)(2)
|
|
|
Amortized
Cost
|
|
|
Fair
Value
|
|
|
Percentages(3)
|
|
|
|
|
(Dollars
in thousands)
|
|
U.S.
government and agencies
|
|
|
$
|
68,864
|
|
|
$
|
72,021
|
|
|
|
19.7
|
%
|
AAA
|
|
|
|
83,007
|
|
|
|
86,982
|
|
|
|
23.8
|
%
|
AA
|
|
|
|
93,244
|
|
|
|
97,719
|
|
|
|
26.7
|
%
|
A
|
|
|
|
93,812
|
|
|
|
98,360
|
|
|
|
26.9
|
%
|
BBB
|
|
|
|
8,155
|
|
|
|
8,368
|
|
|
|
2.3
|
%
|
BB
and lower
|
|
|
|
1,553
|
|
|
|
2,014
|
|
|
|
0.6
|
%
|
Total
|
|
|
$
|
348,635
|
|
|
$
|
365,464
|
|
|
|
100.0
|
%
|
_________________
(1)
|
The
ratings set forth in this table are based on the ratings assigned by
Standard & Poor’s Corporation (S&P). If S&P’s ratings were
unavailable, the equivalent ratings supplied by Moody’s Investors
Services, Inc., Fitch Investors Service, Inc. or the NAIC were used where
available.
|
(2)
|
The
ratings shown above include, where applicable, credit enhancement by
monoline bond insurers (see Item 7A for discussion of credit
enhancement)
|
(3)
|
Represents
the fair value of the classification as a percentage of the total fair
value of the portfolio.
|
The table
below sets forth the maturity profile of our consolidated fixed maturity
investments as of December 31, 2009 (note that mortgage-backed securities
in the below table include securities backed by the U.S. government and
agencies):
|
|
Amortized
|
|
|
|
|
|
|
|
Maturity
|
|
Cost
(1)
|
|
|
Fair
Value
|
|
|
Percentages
(2)
|
|
|
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
1
year or less
|
|
$
|
22,071
|
|
|
$
|
22,579
|
|
|
|
6.2
|
%
|
More
than 1 year through 5 years
|
|
|
93,520
|
|
|
|
98,530
|
|
|
|
27.0
|
%
|
More
than 5 years through 10 years
|
|
|
145,745
|
|
|
|
152,851
|
|
|
|
41.8
|
%
|
More
than 10 years
|
|
|
13,277
|
|
|
|
13,703
|
|
|
|
3.7
|
%
|
Mortgage-backed
securities
|
|
|
74,022
|
|
|
|
77,801
|
|
|
|
21.3
|
%
|
Total
|
|
$
|
348,635
|
|
|
$
|
365,464
|
|
|
|
100.0
|
%
|
__________________
(1)
|
Fixed
maturities are carried at fair value in our consolidated financial
statements.
|
(2)
|
Represents
the fair value of the classification as a percentage of the total fair
value of the portfolio.
|
As of
December 31, 2009, the average maturity of our fixed income investment
portfolio (excluding mortgage-backed securities) was 4.3 years and the average
duration was 5.7 years. Our fixed maturity investments include U.S.
government bonds, securities issued by government agencies, obligations of state
and local governments and governmental authorities, corporate bonds and
mortgage-backed securities, most of which are exposed to changes in prevailing
interest rates. We carry these investments as available for sale. This allows us
to manage our exposure to risks associated with interest rate fluctuations
through active review of our investment portfolio by our management and board of
directors and consultation with our portfolio advisor.
We
continue to maintain a conservative, diversified investment portfolio, with
fixed maturity investments representing 98% of invested assets. As of
December 31, 2009, the fixed income portfolio consists of 99% investment grade
securities, with 1% non-investment grade rated securities, which includes three
corporate securities held with a combined market value of $1.3 million, three
asset-backed securities held with a combined market value of $0.6 million, one
mortgage-backed security with a market value of $0.1 million, and one small
tax-exempt municipal bond. The fixed income portfolio has an average
rating of Aa3/AA and an average tax equivalent book yield of 5.14%.
Our
consolidated average cash and invested assets, net investment income and return
on average cash and invested assets for the years ended December 31, 2009,
2008 and 2007 were as follows:
|
|
Year
Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007(1)
|
|
|
|
(Dollars
in thousands)
|
|
Average
cash and invested assets
|
|
$
|
395,216
|
|
|
$
|
366,852
|
|
|
$
|
332,580
|
|
Net
investment income (1)
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
13,053
|
|
Return
on average cash and invested assets
|
|
|
3.6
|
%
|
|
|
3.8
|
%
|
|
|
3.9
|
%
|
(1)
|
Net
investment income for 2007 includes $720,000 non-recurring investment
income from the retaliatory tax
refund.
|
A.M.
BEST RATING
A.M. Best
rates insurance companies based on factors of concern to
policyholders. All companies in the Group participate in the
intercompany pooling agreement (see “Intercompany Agreements” above) and have
been assigned a group rating of “A” (Excellent) by A.M. Best. The
Group has been assigned that rating for the past 9 years. An “A”
rating is the third highest of A.M. Best’s 16 possible rating
categories.
On its
annual review in 2009 of Mercer’s rating, A.M. Best affirmed the Group’s “A”
rating, but with a negative outlook.
According
to the A.M. Best guidelines, A.M. Best assigns “A” ratings to companies that
have, on balance, excellent balance sheet strength, operating performance and
business profiles. Companies rated “A” are considered by A.M. Best to have “an
excellent ability to meet their ongoing obligations to policyholders.” In
evaluating a company’s financial and operating performance, A.M. Best
reviews:
•
the
company’s profitability, leverage and liquidity;
•
its
book of business;
•
the
adequacy and soundness of its reinsurance;
•
the
quality and estimated market value of its assets;
•
the
adequacy of its reserves and surplus;
•
its
capital structure;
•
the
experience and competence of its management; and
•
its
marketing presence.
COMPETITION
The
property and casualty insurance market is very highly competitive. Our insurance
companies compete with stock insurance companies, mutual companies, local
cooperatives and other underwriting organizations. Some of these competitors
have substantially greater financial, technical and operating resources than our
insurance companies. Within our producer’s offices we compete to be a preferred
market for desirable business, as well as competing with other carriers to
attract and retain the best producers. Our ability to compete successfully in
our principal markets is dependent upon a number of factors, many of which are
outside our control. These factors include market and competitive conditions.
Many of our lines of insurance are subject to significant price competition.
Some companies may offer insurance at lower premium rates through the use of
salaried personnel or other distribution methods, rather than through
independent producers paid on a commission basis (as our insurance companies
do). In addition to price, competition in our lines of insurance is based on
quality of the products, quality and speed of service, financial strength,
ratings, distribution systems and technical expertise.
Pricing
in the property and casualty insurance industry historically has been and
remains cyclical. During a soft market cycle, price competition
becomes prevalent, which makes it difficult to write and retain properly priced
personal and commercial lines business. In response to the current
soft market, the
marketplace
is populated with some competitors who are significantly reducing their prices
and/or offering coverage terms that are generous in relation to the insurance
premiums being charged. We believe that in some instances the prices
and terms being offered, if matched by us, would not provide us with an adequate
rate of return, if any.
Our
policy is to maintain disciplined underwriting during soft markets, declining
business which is inadequately priced for its level of risk. The
market is highly competitive, with competition being seen in virtually all
classes of commercial and personal accounts. This affects our new
business opportunities and creates more challenges for renewals, which can
adversely impact premium revenue levels for the Group. We
continue to focus on long-term profitability rather than short-term
revenue. We also continue to work with our agents to target classes
of business and accounts compatible with our underwriting appetite, which
includes certain types of religious institutions risks, contracting risks, small
business risks and property risks.
Many of
our competitors offer internet-based quoting and/or policy issuance systems to
their producers. In response to this improvement in marketplace
technology, we have developed technology that will allow our agents to rate and
bind transactions via an internet-based rating system for some products and
lines of business. We launched this process in late 2008 in
California and launched a similar process for New Jersey and Pennsylvania agents
in January 2009. During 2009, we expanded the number of lines of
business that may be produced on-line. We intend on continuing to expand the use
of internet-based processing in the future.
A new
form of competition may enter the marketplace as reinsurers attempt to diversify
their insurance risk by writing business in the primary
marketplace. The Group also faces competition, primarily in the
commercial insurance market, from entities that may desire to self-insure their
own risks.
REGULATION
General
Insurance
companies are subject to supervision and regulation in the states in which they
do business. State insurance authorities have broad administrative powers to
administer statutes and regulations with respect to all aspects of our insurance
business including:
|
•
|
approval
of policy forms and premium rates;
|
|
•
|
standards
of solvency, including establishing statutory and risk-based capital
requirements for statutory surplus;
|
|
•
|
classifying
assets as admissible for purposes of determining statutory
surplus;
|
|
•
|
licensing
of insurers and their producers;
|
|
•
|
advertising
and marketing practices;
|
|
•
|
restrictions
on the nature, quality and concentration of
investments;
|
|
•
|
assessments
by guaranty associations;
|
|
•
|
restrictions
on the ability of our insurance company subsidiaries to pay dividends to
us;
|
|
•
|
restrictions
on transactions between our insurance company subsidiaries and their
affiliates;
|
|
•
|
restrictions
on the size of risks insurable under a single
policy;
|
|
•
|
requiring
deposits for the benefit of
policyholders;
|
|
•
|
requiring
certain methods of accounting;
|
|
•
|
periodic
examinations of our operations and
finances;
|
|
•
|
prescribing
the form and content of records of financial condition required to be
filed; and
|
|
•
|
requiring
reserves for unearned premiums, losses and other
purposes.
|
State
insurance laws and regulations require our insurance companies to file financial
statements with insurance departments everywhere they do business, and the
operations of our insurance companies and accounts are subject to examination by
those departments at any time. Our insurance companies prepare statutory
financial statements in accordance with accounting practices and procedures
prescribed or permitted by these departments.
Financial
Examinations
Financial
examinations are conducted by the Pennsylvania Insurance Department, the
California Department of Insurance, and the New Jersey Department of Banking and
Insurance every three to five years. The Pennsylvania Insurance Department’s
last completed examination of MIC and FIC was as of December 31, 2004. The
New Jersey Department of Banking and Insurance’s last completed examination of
MICNJ was as of December 31, 2004. The last examination of FPIC by the
California Department of Insurance was as of December 31, 2003. These
examinations did not result in any adjustments to the financial position of any
of our insurance companies. In addition, there were no substantive qualitative
matters indicated in the examination reports that had a material adverse impact
on the operations of our insurance companies.
In 2008,
the Pennsylvania Insurance Department began an examination of MIC and FIC which
is a coordinated examination with both the New Jersey Department of Banking and
Insurance and the California Department of Insurance for MICNJ and FPIC,
respectively. That examination was ongoing as of December 31, 2009.
NAIC
Risk-Based Capital Requirements
In 1990,
the NAIC began an accreditation program to ensure that states have adequate
procedures in place for effective insurance regulation, especially with respect
to financial solvency. The accreditation program requires that a state meet
specific minimum standards in over five regulatory areas to be considered for
accreditation. The accreditation program is an ongoing process and once
accredited, a state must enact any new or modified standards approved by the
NAIC within two years following adoption. As of December 31, 2009,
Pennsylvania, New Jersey, and California, the states in which our insurance
company subsidiaries are domiciled, were accredited.
Pennsylvania,
New Jersey and California impose the NAIC’s risk-based capital requirements that
require insurance companies to calculate and report information under a
risk-based formula. These risk-based capital requirements attempt to measure
statutory capital and surplus needs based on the risks in a company’s mix of
products and investment portfolio. Under the formula, a company first determines
its “authorized control level” risk-based capital (“RBC”). This authorized
control level takes into account (i) the risk with respect to the insurer’s
assets; (ii) the risk of adverse insurance experience with respect to the
insurer’s liabilities and obligations, (iii) the interest rate risk with respect
to the insurer’s business; and (iv) all other business risks and such other
relevant risks as are set forth in the RBC instructions. A company’s “total
adjusted capital” is the sum of statutory capital and surplus and such other
items as the risk-based capital instructions may provide. The formula is
designed to allow state insurance regulators to identify weakly capitalized
companies.
The
requirements provide for four different levels of regulatory attention. The
“company action level” is triggered if a company’s total adjusted capital is
less than 2.0 times its authorized control level but greater than or equal to
1.5 times its authorized control level. At the company action level, the company
must submit a comprehensive plan to the regulatory authority that discusses
proposed corrective actions to improve the capital position. The “regulatory
action level” is triggered if a company’s total adjusted capital is less than
1.5 times but greater than or equal to 1.0 times its authorized control level.
At the regulatory action level, the
regulatory
authority will perform a special examination of the company and issue an order
specifying corrective actions that must be followed. The “authorized control
level” is triggered if a company’s total adjusted capital is less than 1.0 times
but greater than or equal to 0.7 times its authorized control level; at this
level the regulatory authority may take action it deems necessary, including
placing the company under regulatory control. The “mandatory control level” is
triggered if a company’s total adjusted capital is less than 0.7 times its
authorized control level; at this level the regulatory authority is mandated to
place the company under its control. The capital levels of our insurance
companies have never triggered any of these regulatory capital levels. We cannot
assure, however, that the capital requirements applicable to the business of our
insurance companies will not increase in the future.
Market
Conduct Regulation
State
insurance laws and regulations include numerous provisions governing trade
practices and the marketplace activities of insurers, including provisions
governing the form and content of disclosure to consumers, illustrations,
advertising, sales practices and complaint handling. State regulatory
authorities generally enforce these provisions through periodic market conduct
examinations, which the Group is subject to from time to time. No material
issues have been raised in the market conduct exams performed on the Group’s
insurance subsidiaries.
Property
and Casualty Regulation
Our
property and casualty operations are subject to rate and policy form approval.
All of the rates and policy forms that we use that require regulatory approval
have been filed with and approved by the appropriate insurance regulator. Our
operations are also subject to laws and regulations covering a range of trade
and claim settlement practices. To our knowledge, we are currently in compliance
with these laws and regulations. State insurance regulatory authorities have
broad discretion in approving an insurer’s proposed rates. The extent to which a
state restricts underwriting and pricing of a line of business may adversely
affect an insurer’s ability to operate that business profitably in that state on
a consistent basis.
State
insurance laws and regulations require us to participate in mandatory
property-liability “shared market,” “pooling” or similar arrangements that
provide certain types of insurance coverage to individuals or others who
otherwise are unable to purchase coverage voluntarily provided by private
insurers. Shared market mechanisms include assigned risk plans; fair access to
insurance requirements or “FAIR” plans; and reinsurance facilities, such as the
New Jersey Unsatisfied Claim and Judgment Fund. In addition, some states require
insurers to participate in reinsurance pools for claims that exceed specified
amounts. Our participation in these mandatory shared market or pooling
mechanisms generally is related to the amounts of our direct writings for the
type of coverage written by the specific arrangement in the applicable state.
For the three years ended December 31, 2009, 2008 and 2007, we received
earned premiums from these arrangements in the amounts of $918,000, $1,233,000,
and $1,801,000, respectively, and incurred losses and loss adjustment expenses
from these arrangements in the amounts of $31,000, $1,043,000, and $1,185,000,
respectively. Because we do not have a significant amount of direct
writings in the coverages written under these arrangements, we do not anticipate
that these arrangements will have a material effect on us in the future.
However, we cannot predict the financial impact of our participation in any
shared market or pooling mechanisms that may be implemented in the future by the
states in which we do business.
Guaranty
Fund Laws
All
states have guaranty fund laws under which insurers doing business in the state
can be assessed to fund policyholder liabilities of insolvent insurance
companies. The states in which our insurance companies do business have such
laws. Under these laws, an insurer is subject to assessment depending upon its
market share in the state of a given line of business. For the years ended
December 31, 2009, 2008 and 2007, we incurred approximately $225,000,
$98,000, and ($180,000), respectively, in assessments pursuant to state
insurance guaranty association laws. We establish reserves relating
to insurance companies that are subject to insolvency proceedings when we are
notified of assessments by the guaranty associations. We cannot predict the
amount and timing of any future assessments on our insurance companies under
these laws.
Terrorism
Risk Insurance Act
The
Terrorism Risk Insurance Act of 2002 (TRIA) established a program that provides
a backstop for insurance-related losses resulting from any act of terrorism as
defined. Under this law, coverage provided by an insurer for losses
caused by certified acts of terrorism is partially reimbursed by the United
States under a
formula
under which the government pays 85% (beginning in 2007) of covered terrorism
losses, exceeding a prescribed deductible. Therefore, the act limits an
insurer’s exposure to certified terrorist acts (as defined by the act) to the
deductible formula. The deductible is based upon a percentage of direct earned
premiums for commercial property and casualty policies. Coverage under the act
must be offered to all property, casualty and surety insureds. On
December 26, 2007, the President of the United States signed into law the
Terrorism Risk Insurance Program Reauthorization Act of 2007 which extends TRIA
through December 31, 2014. The law extends the temporary federal
program that provides for a transparent system of shared public and private
compensation for insured losses resulting from acts of terrorism.
We are
currently charging a premium for terrorism coverage on our businessowners,
commercial automobile, commercial workers’ compensation, tenant-occupied
dwelling, special contractors, special multi-peril, monoline commercial fire,
monoline general liability and religious institution
policies. Insureds that are charged a terrorism premium have the
option (except workers' compensation) of deleting terrorism coverage to reduce
their premium costs; however many do not do so. Insureds under commercial
workers’ compensation policies do not have the option to delete the terrorism
coverage. Most other policies include terrorism coverage at no additional cost.
Where allowed, we exclude coverage for losses that are from events not certified
as terrorism events, with no buyback option available to the
policyholder.
We are
unable to predict the extent to which this legislation may affect the demand for
our products or the risks that will be available for us to consider
underwriting. We do not know the extent to which insureds will elect
to purchase this coverage when available.
New
and Proposed Legislation and Regulations
The
property and casualty insurance industry continues to receive a considerable
amount of publicity related to pricing, coverage terms, the lack of availability
of insurance, and the issue of paying profit-sharing commissions to
agents. Regulations and legislation are being proposed to limit
damage awards, to control plaintiffs’ counsel fees, to bring the industry under
regulation by the federal government and to control premiums, policy
terminations and other policy terms. We are unable to predict whether, in what
form, or in what jurisdictions, any regulatory proposals might be adopted or
their effect, if any, on our insurance companies.
Dividends
Our
insurance companies are restricted by the insurance laws of their respective
states of domicile regarding the amount of dividends or other distributions they
may pay without notice to or the prior approval of the state regulatory
authority.
All
dividends from MIC to MIG require prior notice to the Pennsylvania Insurance
Department. All “extraordinary” dividends require advance approval. A dividend
is deemed “extraordinary” if, when aggregated with all other dividends paid
within the preceding 12 months, the dividend exceeds the greater of (a)
statutory net income (excluding realized capital gains) for the preceding
calendar year or (b) 10% of statutory surplus as of the preceding
December 31. As of December 31, 2009, the amount available
for payment of dividends from MIC in 2010, without the prior approval, is
approximately $7.6 million.
All
dividends from FPIC to FPIG (wholly owned by MIG) require prior notice to the
California Department of Insurance. All “extraordinary” dividends require
advance approval. A dividend is deemed “extraordinary” if, when aggregated with
all other dividends paid within the preceding 12 months, the dividend exceeds
the greater of (a) statutory net income for the preceding calendar year or (b)
10% of statutory surplus as of the preceding December 31. As of
December 31, 2009, the amount available for payment of dividends from FPIC
in 2010, without the prior approval, is approximately $7.2
million.
Holding
Company Laws
Most
states have enacted legislation that regulates insurance holding company
systems. Each insurance company in a holding company system is required to
register with the insurance supervisory agency of its state of domicile and
furnish certain information. This includes information concerning the operations
of companies within the holding company system that may materially affect the
operations, management or financial condition of the insurers within the system.
Pursuant to these laws, the respective insurance departments may examine our
insurance companies and their holding companies at any time, require disclosure
of material transactions by our insurance companies and their holding companies
and require prior notice of approval of certain transactions, such as
“extraordinary dividends” distributed by our insurance companies.
All
transactions within the holding company system affecting our insurance companies
and their holding companies must be fair and equitable. Notice of certain
material transactions between our insurance companies and any person or entity
in our holding company system will be required to be given to the applicable
insurance commissioner. In some states, certain transactions cannot be completed
without the prior approval of the insurance commissioner.
EMPLOYEES
All of
our employees are employed directly by BICUS, a wholly owned subsidiary of MIC.
Our insurance companies do not have any employees. BICUS provides management
services to all of our insurance companies. As of December 31, 2009, the
total number of full-time equivalent employees of BICUS was 202.
None of these employees
are covered by a collective bargaining agreement, and BICUS believes that its
employee relations are positive.
AVAILABLE
INFORMATION
The
Company maintains a website at
www.mercerins.com
. Our
annual report on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, and amendments to those reports, filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available
free of charge on our website as soon as practicable after electronic filing of
such material with, or furnishing it to, the Securities and Exchange
Commission.
ITEM
1A. RISK FACTORS
Risks
Relating to Our Business and Industry
General
Economic Conditions
A
disruption in world financial markets could adversely affect demand for the
Group’s products, and credit risk associated with agents, customers, and
reinsurers, as well as adversely affecting the Group’s investment portfolio
value and investment income. Disrupted markets could also adversely affect the
Group’s ability to raise additional capital if it needed to do so in
the future.
A
prolonged downturn in the construction segment of the economy would have a
continued negative effect on the Group’s premium volume through fewer
construction risks to insure and reduced premiums for those contractors that
remain in business.
During
2008 and 2009, there were significant disruptions to the financial and equity
markets. This resulted from, in part, failures of financial
institutions on an unprecedented scale, and caused a significant reduction in
liquidity and trading flows in the credit markets. Such impacts affected the
valuations of both the fixed income and equity securities held by the
Group. If the financial and equity markets suffer further adverse
performance, the Group’s business and stockholders’ equity could be adversely
affected.
Catastrophic
Events
As a
property and casualty insurer, we are subject to claims from catastrophes that
may have a significant negative impact on operating and financial results. We
have experienced catastrophe losses, and can be expected to experience
catastrophe losses in the future. Catastrophe losses can be caused by various
events,
including
coastal storms, snow storms, ice storms, freezing, hurricanes, earthquakes,
tornadoes, wind, hail, fires, and other natural or man-made disasters. We also
face exposure to losses resulting from acts of war, acts of terrorism and
political instability. The frequency, number and severity of these losses are
unpredictable. The extent of losses from a catastrophe is a function of both the
total amount of insured exposure in the area affected by the event and the
severity of the event.
We attempt to manage catastrophe risk
by reinsuring a portion of our exposure. However, reinsurance may
prove inadequate if:
• A major
catastrophic loss exceeds the reinsurance limit;
• A
number of small catastrophic losses occur which individually fall below the
reinsurance retention level.
In addition, because accounting
regulations do not permit insurers to reserve for catastrophic events until they
occur, claims from catastrophic events could cause substantial volatility in our
financial results for any fiscal quarter or year and could have a material
adverse affect on our financial condition or results of operations. Our ability
to write new business also could be adversely affected.
Climate
change
Longer-term
natural catastrophe trends may be changing due to climate change, a phenomenon
that has been associated
with extreme weather events linked to rising
temperatures, and includes effects on global weather patterns, greenhouse gases,
sea, land and air temperatures, sea levels, rain and snow. Climate change, to
the extent it produces rising temperatures and changes in weather patterns,
could impact the frequency or severity of weather events such as
hurricanes.
To the
extent climate change does increase the frequency and severity of such weather
events, our insurance companies may face increased claims, including with
respect to properties located in coastal areas. To the extent climate change
leads to increased claims, our financial condition and results of operations
could be materially, adversely affected.
Loss
Reserves
We maintain reserves to cover amounts
we estimate will be needed to pay for insured losses and for the expenses
necessary to settle claims. Estimating loss and loss expense reserves is a
difficult and complex process involving many variables and subjective judgments.
Estimates are based on management assessment of the known facts and
circumstances, prediction of future events, claims severity and frequency and
other subjective factors. We regularly review our reserving techniques and our
overall amount of reserves. We review historical data and consider the impact of
various factors such as:
•
|
trends
in claim frequency and severity;
|
•
|
our
loss history and the industry’s loss
history;
|
•
|
information
regarding each claim for losses;
|
•
|
legislative
enactments, judicial decisions and legal developments regarding
damages;
|
•
|
changes
in political attitudes; and
|
•
|
trends
in general economic conditions, including
inflation.
|
Our estimated loss reserves could be
incorrect and potentially inadequate. If we determine that our loss
reserves are inadequate, we will have to increase them. This adjustment would
reduce income during the period in which the adjustment is made, which could
have a material adverse impact on our financial condition and results of
operation. There is no precise way to determine the ultimate
liability for losses and loss settlements prior to final settlement of the
claim.
Terrorism
The threat of terrorism, both within
the United States and abroad, and military and other actions and heightened
security measures in response to these types of threats, may cause significant
volatility and declines in the equity markets in the United States, Europe and
elsewhere, as well as loss of life, property damage, additional disruptions to
commerce and reduced economic activity. Actual terrorist attacks could cause
losses from insurance claims related to the property and casualty insurance
operations of the Group as well as a decrease in our stockholders’ equity, net
income and/or revenue. The Terrorism Risk Insurance Reauthorization
and Extension Act of 2007 requires that some coverage for terrorist loss be
offered by primary property insurers and provides Federal assistance for
recovery of claims. In addition, some of the assets in our investment portfolio
may be adversely affected by declines in the equity markets and economic
activity caused by the continued threat of terrorism, ongoing military and other
actions and heightened security measures.
We cannot predict at this time whether
and the extent to which industry sectors in which we maintain investments may
suffer losses as a result of terrorism-related decreases in commercial and
economic activity, or how any such decrease might impact the ability of
companies within the affected industry sectors to pay interest or principal on
their securities, or how the value of any underlying collateral might be
affected.
We can offer no assurances that the
threats of future terrorist-like events in the United States and abroad or
military actions by the United States will not have a material adverse effect on
our business, financial condition or results of operations.
Reinsurance
Our ability to manage our exposure to
underwriting risks depends on the availability and cost of reinsurance
coverage. Reinsurance is the practice of transferring part of an
insurance company's liability and premium under an insurance policy to another
insurance company. We use reinsurance arrangements to limit and manage the
amount of risk we retain, to stabilize our underwriting results and to increase
our underwriting capacity. The availability and cost of reinsurance
are subject to current market conditions and may vary significantly over
time.
Significant variation in reinsurance
availability and cost could result in us being unable to maintain our desired
reinsurance coverage or to obtain other reinsurance coverage in adequate amounts
and at favorable rates. If we are unable to renew our expiring coverage or
obtain new coverage, it will be difficult for us to manage our underwriting
risks and operate our business profitably.
It is also possible that the losses we
experience on risks we have reinsured will exceed the coverage limits on the
reinsurance. If the amount of our reinsurance coverage is insufficient, our
insurance losses could increase substantially.
If our reinsurers do not pay our claims
in a timely manner, we may incur losses. We are subject to loss and
credit risk with respect to the reinsurers with whom we deal because buying
reinsurance does not relieve us of our liability to policyholders. If our
reinsurers are not capable of fulfilling their financial obligations to us, our
insurance losses would increase.
Investments
Our investment portfolio contains a
significant amount of fixed-income securities, including at different times
bonds, mortgage-backed securities (MBSs) and other securities. The market values
of all of our investments fluctuate depending on economic conditions and other
factors. The market values of our fixed-income securities are particularly
sensitive to changes in interest rates.
We may not be able to prevent or
minimize the negative impact of interest rate changes. Additionally, we may,
from time to time, for business, regulatory or other reasons, elect or be
required to sell certain of our invested assets at a time when their market
values are less than their original cost, resulting in realized capital losses,
which would reduce net income.
Regulation
If we fail to comply with insurance
industry regulations, or if those regulations become more burdensome, we may not
be able to operate profitably.
Our insurance companies are regulated
by government agencies in the states in which we do business, as well as by the
federal government. Most insurance regulations are designed to protect the
interests of policyholders rather than shareholders and other investors. These
regulations are generally administered by a department of insurance in each
state in which we do business.
State insurance departments conduct
periodic examinations of the affairs of insurance companies and require the
filing of annual and other reports relating to financial condition, holding
company issues and other matters. These regulatory requirements may adversely
affect or inhibit our ability to achieve some or all of our business
objectives.
In addition, regulatory authorities
have relatively broad discretion to deny or revoke licenses for various reasons,
including the violation of regulations. In some instances, we follow practices
based on our interpretations of regulations or practices that we believe may be
generally followed by the industry. These practices may turn out to be different
from the interpretations of regulatory authorities. If we do not have the
requisite licenses and approvals or do not comply with applicable regulatory
requirements, insurance regulatory authorities could preclude or temporarily
suspend us from carrying on some or all of our activities or otherwise penalize
us. This could adversely affect our ability to operate our business. Further,
changes in the level of regulation of the insurance industry or changes in laws
or regulations themselves or interpretations by regulatory authorities could
adversely affect our ability to operate our business.
We are also subject to various
accounting and financial requirements established by the NAIC. If we
fail to comply with these laws, regulations and requirements, it could result in
consequences ranging from a regulatory examination to a regulatory takeover of
one or more of our insurance companies. This would make our business less
profitable. In addition, state regulators and the NAIC continually re-examine
existing laws and regulations, with an emphasis on insurance company solvency
issues and fair treatment of policyholders. Insurance laws and regulations could
change or additional restrictions could be imposed that are more burdensome and
make our business less profitable.
We are subject to the application of
U.S generally accepted accounting principles (GAAP), which are periodically
revised and/or expanded. As such, we are periodically required to adopt new or
revised accounting standards issued by recognized authoritative bodies,
including the Financial Accounting Standards Board. It is possible that future
changes required to be adopted could change the current accounting treatment
that we apply and such changes could result in a material adverse impact on our
results of operations and financial condition.
Geographic
Due to the geographic concentration of
our business (principally, Arizona, California, Nevada, New Jersey, Oregon and
Pennsylvania, and a limited amount in New York) catastrophe and natural peril
losses may have a greater adverse effect on us than they would on a more
geographically diverse property and casualty insurer.
We could be significantly affected by
legislative, judicial, economic, regulatory, demographic and other events and
conditions in these states. In addition, we have significant exposure to
property losses caused by severe weather that affects any of these states. Those
losses could adversely affect our results.
Additionally, a significant portion of
our direct premium writings are written in the construction contractor markets,
primarily in California. A significant downturn in the United States
or California construction industry could adversely affect our direct written
premiums.
Competition
The property and casualty insurance
market in which we operate is very highly competitive. Competition in
the property and casualty insurance business is based on many factors. These
factors include
the
perceived financial strength of the insurer, premiums charged, policy terms and
conditions, services provided, reputation, financial ratings assigned by
independent rating agencies and the experience of the insurer in the line of
insurance to be written. We compete with stock insurance companies, mutual
companies, local cooperatives and other underwriting organizations. Many of
these competitors have substantially greater financial, technical and operating
resources than we have.
We pay
producers on a commission basis to produce business. Some of our competitors may
offer higher commissions or insurance at lower premium rates through the use of
salaried personnel or other distribution methods that do not rely on independent
producers. Increased competition could adversely affect our ability to attract
and retain business and thereby reduce our profits from operations.
We
believe that our current marketplace is experiencing significant pressure to
reduce prices and/or increase coverage that is generous in relation to the
premium being charged. This pricing pressure could result in fewer
new business opportunities for us and possibly fewer renewals retained, which
could lead to reduced direct written premium levels.
Many of
our competitors offer internet-based quoting and/or policy issuance systems to
their agents.
Our
ability to compete with marketplace technology advances could adversely affect
our ability to write business and service accounts with the agency force, and
could adversely impact its results of operations and financial
condition.
A new
form of competition may enter the marketplace as reinsurers attempt to diversify
their insurance risk by writing business in the primary
marketplace. We also face competition, primarily in the commercial
insurance market, from entities that may desire to self-insure their own
risks. The Group’s ability to compete with reinsurers and
self-insurers could adversely impact our results of operations and financial
condition.
Rating
A reduction in our A.M. Best rating
could affect our ability to write new business or renew our existing
business. Ratings assigned by the A.M. Best Company, Inc. are an
important factor influencing the competitive position of insurance companies.
A.M. Best ratings represent an independent opinion of financial strength and
ability to meet obligations to policyholders and are not directed toward the
protection of investors. If our financial position deteriorates, we
may not maintain our favorable financial strength rating from A.M. Best. A
downgrade of our rating could severely limit or prevent us from writing
desirable business or from renewing our existing business.
Key
Producers
Our results of operations may be
adversely affected by any loss of business from key producers. Our
products are marketed by independent producers. Other insurance companies
compete with us for the services and allegiance of these producers. These
producers may choose to direct business to our competitors, or may direct less
desirable risks to us which could have a material adverse effect on
us.
Dividends
Our subsidiaries may declare and pay
dividends to MIG (the holding company) only if they are permitted to do so under
the insurance regulations of their respective state of domicile. If our
insurance subsidiaries are unable to pay adequate dividends to us through their
respective holding companies, our ability to pay shareholder dividends would be
affected. All of the states in which our subsidiaries are domiciled
regulate the payment of dividends. States, including New Jersey, Pennsylvania,
and California require that we give notice to the relevant state insurance
commissioner prior to its subsidiaries making any dividends and distributions to
the parent. During the notice period, the state insurance commissioner may
disallow all or part of the proposed dividend upon determination that: (i) the
insurer's surplus is not reasonable in relation to its liabilities and adequate
to its financial needs and those of the policyholders, or (ii) in the case of
New Jersey, the insurer is otherwise in a hazardous financial condition.
In addition, insurance regulators may block dividends or other payments to
affiliates that would otherwise be permitted without prior approval upon
determination that, because of the financial condition of the insurance
subsidiary or otherwise, payment of a dividend or any other payment to an
affiliate would be detrimental to an insurance subsidiary's policyholders or
creditors.
Future
cash dividends will depend upon our results of operations, financial condition,
cash requirements and other factors, including the ability of our subsidiaries
to make distributions to us, which ability is restricted in the manner
previously discussed in this section. Also, there can be no assurance
that we will continue to pay dividends even if the necessary financial
conditions are met and if sufficient cash is available for
distribution.
Technology
Our business is increasingly dependent
on computer and internet-enabled technology. Our ability to
anticipate or manage problems with technology associated with scalability,
security, functionality or reliability could adversely affect its ability to
write business and service accounts, and could adversely impact our results of
operations and financial condition.
Acquisitions
We last
made an acquisition in 2005 and intend to grow our business in part through
acquisitions as part of our long term business strategy. These types
of transactions involve significant challenges and risks that the acquisition
will not advance our business strategy, that we won’t realize a satisfactory
return on the investment we make, or that we may experience difficulty in the
integration of new employees, business systems, and technology or diversion of
management’s attention from our other businesses. These factors could
adversely affect our operating results and financial condition.
Key
Personnel
We could be adversely affected by the
loss of our key personnel. The success of our business is dependent,
to a large extent, on the efforts of certain key management personnel, and the
loss of key personnel could prevent us from executing our business strategy and
could significantly and negatively affect our financial condition and results of
operations. As we continue to grow, we will need to recruit and retain
additional qualified management personnel, and our ability to do so will depend
upon a number of factors, such as our results of operations and prospects and
the level of competition then prevailing in the market for qualified personnel.
Recruiting key personnel can be a difficult challenge.
ITEM
1B. UNRESOLVED STAFF COMMENTS
None.
ITEM
2. PROPERTIES
Our main
office and corporate headquarters is located at 10 North Highway 31, Pennington,
New Jersey in a facility of approximately 25,000 square feet owned by
MIC. We also own a tract of land adjacent to our main office
property.
MIC also
owns a 32,000 square foot office facility in Lock Haven, Pennsylvania. MIC
sub-leases a portion of this facility.
FPIC
owns a 41,000 square foot building it constructed in 2009 at a cost of $5.1
miilion, which serves as its headquarters and operations facility. FPIC also
owns a townhouse, used for corporate purposes, in Rocklin, California carried at
$0.4 million at December 31, 2009.
ITEM
3. LEGAL PROCEEDINGS
Our
insurance companies are parties to litigation in the normal course of business.
Based upon information presently available to us, we do not consider any present
litigation to be material. Nonetheless, given the often large or
indeterminate amounts sought in litigation, and the inherent unpredictability of
litigation, an adverse outcome in certain matters could, from time to time, have
a material adverse effect on our financial position, consolidated results of
operations, or cash flows.
ITEM
4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART
II
ITEM
5. MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
The
Group’s common stock trades on the NASDAQ National Market under the symbol
“MIGP”. As of February 19, 2010, the Group had 275
certificated accounts
holding approximately .7 million shares, with the balance of the outstanding
shares held in street name.
The
payment of shareholder dividends is subject to the discretion of the MIG’s Board
of Directors which considers, among other factors, the Group’s operating
results, overall financial condition, capital requirements and general business
conditions. MIG began paying quarterly dividends of $0.05 per common
share in the second quarter of 2006. On April 16, 2008, MIG’s Board
of Directors increased the quarterly dividend from $0.05 per share of common
stock to $0.075 per share of common stock, effective with the payment of the
June 27, 2008 dividend. The amount of dividends paid during 2009 and
2008 totaled $1.9 million and $1.7 million, respectively. The
shareholder dividend was funded from the Group’s insurance companies, for which
approval was sought and received (where necessary) from each of the insurance
companies’ primary regulators. We currently expect that the present
quarterly dividend of $0.075 per common share will continue through
2010.
The
Group's ability to receive dividends, loans or advances from its insurance
subsidiaries is subject to the approval and/or review of the insurance
regulators in the respective domiciliary states of the insurance
subsidiaries. Such approval and review is made under the respective
domiciliary states’ insurance holding company act, which generally requires that
any transaction between currently related companies be fair and equitable to the
insurance company and its policyholders. The Group does not believe
that such restrictions reasonably limit the ability of the insurance
subsidiaries to pay dividends to the Group now or in the foreseeable
future.
Information
regarding restrictions and limitations on the payment of cash dividends can be
found in Item 1, “Business - Regulation” in the “Dividends”
section.
The range
of closing prices of the Group’s stock, traded on the NASDAQ National Market,
during 2009 was between $12.00 and $19.26 per share. The range of closing prices
during each of the quarters in 2009 and 2008 is shown below:
|
|
4th
Quarter
|
|
|
3rd
Quarter
|
|
|
2nd
Quarter
|
|
|
1st
Quarter
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Share
price range:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
$
|
19.10
|
|
|
$
|
17.01
|
|
|
$
|
19.26
|
|
|
$
|
17.68
|
|
|
$
|
17.66
|
|
|
$
|
17.85
|
|
|
$
|
15.25
|
|
|
$
|
17.94
|
|
Low
|
|
$
|
17.12
|
|
|
$
|
10.91
|
|
|
$
|
16.64
|
|
|
$
|
16.40
|
|
|
$
|
14.20
|
|
|
$
|
16.35
|
|
|
$
|
12.00
|
|
|
$
|
17.16
|
|
On April
16, 2008, the Group’s Board of Directors authorized the repurchase of up to 5%
of outstanding common shares of the Group. The repurchased shares will be held
as treasury shares available for issuance in connection with Mercer Insurance
Group’s 2004 Stock Incentive Plan. Based on this authorization, there remains
outstanding authorization to purchase 205,176 shares of the Group’s common stock
outstanding.
The Group purchased 1,303 shares from
employees in connection with the vesting of restricted stock in 2009, with 385
of those shares repurchased in the fourth quarter of 2009. No other repurchases
were made in the fourth quarter. These repurchases were made to satisfy tax
withholding obligations with respect to those employees and the vesting of their
restricted stock. These tax-withholding shares were purchased at the current
market value of the Group’s common stock on the date of purchase, and were not
purchased as part of the publicly announced program.
Performance
Graph
Set forth
below is a line graph comparing the cumulative total shareholder return on the
Group’s Common Stock to the cumulative total return of the Nasdaq Stock Market
(symbol: IXIC) and the Nasdaq Insurance Index (symbol:IXIS) for the period
commencing December 31, 2004 and ended December 31, 2009.
|
December
31, 2004
|
December
31, 2005
|
December
31, 2006
|
December
31, 2007
|
December
31, 2008
|
December
31, 2009
|
Mercer
Insurance Group, Inc.
|
100
|
112
|
152
|
136
|
98
|
143
|
Nasdaq
Companies Index
|
100
|
101
|
111
|
122
|
72
|
104
|
Nasdaq
Insurance Index
|
100
|
109
|
122
|
122
|
107
|
109
|
The graph
assumes $100 was invested on December 31, 2004, in the Group’s Common Stock and
each of the indices, and that dividends were reinvested. The
comparisons in the graph are not intended to forecast or be
indicative of possible future performance of our common stock.
ITEM
6. SELECTED
FINANCIAL DATA
The
following table sets forth selected consolidated financial data for MIG at and
for each of the years in the five year period ended December 31, 2009. You
should read this data in conjunction with the Group’s consolidated financial
statements and accompanying notes, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and other financial information
included elsewhere in this report.
|
|
Years
Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Shares
and dollars in thousands, except per share amounts)
|
|
Revenue
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
premiums written
|
|
$
|
153,045
|
|
|
$
|
165,377
|
|
|
$
|
182,907
|
|
|
$
|
185,745
|
|
|
$
|
92,240
|
|
Net
premiums written
|
|
|
137,830
|
|
|
|
147,352
|
|
|
|
159,667
|
|
|
|
145,791
|
|
|
|
75,266
|
|
Statement
of Earnings Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
premiums earned
|
|
|
140,413
|
|
|
|
152,577
|
|
|
|
146,675
|
|
|
|
137,673
|
|
|
|
74,760
|
|
Investment
income, net of expenses
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
13,053
|
|
|
|
10,070
|
|
|
|
4,467
|
|
Net
realized investment gains / (losses)
|
|
|
621
|
|
|
|
(7,072
|
)
|
|
|
24
|
|
|
|
151
|
|
|
|
1,267
|
|
Total
revenue
|
|
|
157,312
|
|
|
|
161,462
|
|
|
|
161,681
|
|
|
|
149,929
|
|
|
|
81,266
|
|
Net
income (7)
|
|
|
13,821
|
|
|
|
8,234
|
|
|
|
14,235
|
|
|
|
10,635
|
|
|
|
7,020
|
|
Comprehensive
income (1)(7)
|
|
|
23,547
|
|
|
|
5,832
|
|
|
|
16,316
|
|
|
|
10,599
|
|
|
|
4,685
|
|
Balance
Sheet Data (End of Period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
595,354
|
|
|
|
568,986
|
|
|
|
546,435
|
|
|
|
506,967
|
|
|
|
446,698
|
|
Total
investments and cash
|
|
|
414,875
|
|
|
|
381,333
|
|
|
|
363,748
|
|
|
|
315,286
|
|
|
|
269,076
|
|
Stockholders'
equity
|
|
|
160,208
|
|
|
|
137,270
|
|
|
|
133,406
|
|
|
|
115,839
|
|
|
|
103,399
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
combined ratio (2)(7)
|
|
|
97.6
|
%
|
|
|
98.1
|
%
|
|
|
95.8
|
%
|
|
|
97.0
|
%
|
|
|
94.9
|
%
|
Statutory
combined ratio (3)(7)
|
|
|
97.5
|
%
|
|
|
98.5
|
%
|
|
|
94.4
|
%
|
|
|
95.2
|
%
|
|
|
94.1
|
%
|
Statutory
premiums to-surplus ratio (4)
|
|
|
0.95
|
x
|
|
|
1.17
|
x
|
|
|
1.26
|
x
|
|
|
1.23
|
x
|
|
|
1.15
|
x
|
Yield
on average investments, before tax (5)
|
|
|
3.6
|
%
|
|
|
3.8
|
%
|
|
|
3.9
|
%
|
|
|
3.4
|
%
|
|
|
2.2
|
%
|
Return
on average equity
|
|
|
9.3
|
%
|
|
|
6.1
|
%
|
|
|
11.4
|
%
|
|
|
9.7
|
%
|
|
|
6.9
|
%
|
Per-share
data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
(7)
|
|
|
2.23
|
|
|
|
1.32
|
|
|
|
2.32
|
|
|
|
1.77
|
|
|
|
1.18
|
|
Diluted
(7)
|
|
|
2.18
|
|
|
|
1.30
|
|
|
|
2.25
|
|
|
|
1.71
|
|
|
|
1.14
|
|
Dividends
to stockholders
|
|
|
0.30
|
|
|
|
0.28
|
|
|
|
0.20
|
|
|
|
0.15
|
|
|
|
-
|
|
Stockholders'
equity
|
|
|
25.63
|
|
|
|
22.21
|
|
|
|
21.48
|
|
|
|
19.06
|
|
|
|
17.34
|
|
Weighted average shares:
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
6,212
|
|
|
|
6,217
|
|
|
|
6,144
|
|
|
|
6,023
|
|
|
|
5,943
|
|
Diluted
|
|
|
6,345
|
|
|
|
6,344
|
|
|
|
6,325
|
|
|
|
6,222
|
|
|
|
6,160
|
|
________________
(1)
|
Includes
Net Income and the change in Unrealized Gains and Losses of the investment
portfolio as well as a defined benefit pension
adjustment.
|
(2)
|
The
sum of losses, loss adjustment expenses, underwriting expenses and
dividends to policyholders divided by net premiums earned. A combined
ratio of less than 100% means a company is making an underwriting
profit.
|
(3)
|
The
sum of the ratio of underwriting expenses divided by net premiums written,
and the ratio of losses, loss adjustment expenses, and dividends to
policyholders divided by net premiums
earned.
|
(4)
|
The
ratio of net premiums written divided by ending statutory
surplus.
|
(5)
|
The
ratio of investment income, net of expenses divided by average cash and
investments.
|
(6)
|
Unallocated
ESOP shares at December 31 of each year are not reflected in weighted
average shares.
|
(7)
|
The
2007 results include a non-recurring refund of state premium retaliatory
taxes, plus interest, in the after-tax amounts of $2.8 million, or $0.44
per diluted share. See footnote 15 to the consolidated
financial statements.
|
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The
following presents management’s discussion and analysis of our financial
condition and results of operations as of the dates and for the periods
indicated. You should read this discussion in conjunction with the consolidated
financial statements and notes thereto included in this report, and the
“Description of Business” contained in Item 1 of this report. This discussion
contains forward-looking information that involves risks and uncertainties.
Actual results could differ significantly from these forward-looking
statements.
OVERVIEW
MIG,
through its property and casualty insurance subsidiaries, provides a wide array
of property and casualty insurance products designed to meet the insurance needs
of individuals in New Jersey and Pennsylvania, and small and medium-sized
businesses throughout Arizona, California, Nevada, New Jersey, Oregon and
Pennsylvania. The Group also writes a limited amount of business in New York
which supports accounts in adjacent states.
The Group
manages its business in three segments: commercial lines insurance, personal
lines insurance, and investments. The commercial lines insurance and
personal lines insurance segments are managed based on underwriting results
determined in accordance with U.S. generally accepted accounting principles, and
the investment segment is managed based on after-tax investment
returns. In determining the results of each segment, assets are not
allocated to segments and are reviewed in the aggregate for decision-making
purposes.
The
Group’s net income is primarily determined by five elements:
|
·
|
underwriting
cost, including agent
commissions;
|
|
·
|
general
and administrative expenses;
|
|
·
|
amounts
paid or reserved to settle insured
claims.
|
Variations
in premium earned are subject to a number of factors, including:
|
·
|
limitations
on rates arising from competitive market place conditions or
regulation;
|
|
·
|
general
economic conditions and economic conditions in sectors in which the group
offers insurance products, such as the construction
industry;
|
|
·
|
limitation
on available business arising from a need to maintain the pricing and
quality of underwritten risks;
|
|
·
|
the
Group’s ability to maintain it’s A (“Excellent”) rating by A.M.
Best;
|
|
·
|
the
ability of the Group to maintain a reputation for efficiency and fairness
in claims administration;
|
|
·
|
the
availability, cost and terms of
reinsurance.
|
Variations
on investment income are subject to a number of factors, including:
|
·
|
general
interest rate levels;
|
|
·
|
specific
adverse events affecting the issuers of debt obligations held by the
Group;
|
|
·
|
changes
in prices of debt and equity securities generally and those held by the
Group specifically.
|
Loss and
loss adjustment expenses are affected by a number of factors,
including:
|
·
|
the
quality of the risks underwritten by the
Group;
|
|
·
|
the
nature and severity of catastrophic
losses;
|
|
·
|
weather-related
patterns in areas where we insured property
risks;
|
|
·
|
the
availability, cost and terms of reinsurance and the financial condition of
our reinsurers;
|
|
·
|
underlying
settlement costs, including medical and legal
costs.
|
The Group
seeks to manage each of the foregoing to the extent within its
control. Many of the foregoing factors are partially, or entirely,
outside the control of the Group.
CRITICAL
ACCOUNTING POLICIES
General
We are
required to make estimates and assumptions in certain circumstances that affect
amounts reported in our consolidated financial statements and related footnotes.
We evaluate these estimates and assumptions on an on-going basis based on
historical developments, market conditions, industry trends and other
information that we believe to be reasonable under the circumstances. There can
be no assurance that actual results will conform to our estimates and
assumptions, and that reported results of operations will not be materially
adversely affected by the need to make accounting adjustments to reflect changes
in these estimates and assumptions from time to time. We believe the following
policies are the most sensitive to estimates and judgments.
Liabilities
for Loss and Loss Adjustment Expenses
Unpaid
losses and loss adjustment expenses, also referred to as loss reserves, are the
largest liability of our property and casualty subsidiaries. Our loss reserves
include case reserve estimates for claims that have been reported and bulk
reserve estimates for (a) the expected aggregate differences between the case
reserve estimates and the ultimate cost of reported claims and (b) claims that
have been incurred but not reported as of the balance sheet date, less estimates
of the anticipated salvage and subrogation recoveries. Each of these categories
also includes estimates of the loss adjustment expenses associated with
processing and settling all reported and unreported claims. Estimates are based
upon past loss experience modified for current and expected trends as well as
prevailing economic, legal and social conditions.
The
amount of loss and loss adjustment expense reserves for reported claims is based
primarily upon a case-by-case evaluation of the type of risk involved, specific
knowledge of the circumstances surrounding each claim, and the insurance policy
provisions relating to the type of loss. The amounts of loss reserves for
unreported losses and loss adjustment expenses are determined using historical
information by line of business, adjusted to current conditions. Inflation is
ordinarily provided for implicitly in the reserving function through analysis of
costs, trends, and reviews of historical reserving results over multiple years.
Our loss reserves are not discounted to present value.
Reserves
are closely monitored and recomputed periodically using the most recent
information on reported claims and a variety of projection techniques.
Specifically, on at least a quarterly basis, we review, by line of business,
existing reserves, new claims, changes to existing case reserves, and paid
losses with respect to the current and prior accident years. We use historical
paid and incurred losses and accident year data to derive expected ultimate loss
and loss adjustment expense ratios (to earned premiums) by line of business. We
then apply these expected loss and loss adjustment expense ratios to earned
premiums to derive a reserve level for each line of business. In connection with
the determination of the reserves, we also consider other specific factors such
as recent weather-related losses, trends in historical paid losses, economic
conditions, and legal and judicial trends with respect to theories of liability.
Any changes in estimates are reflected in operating results in the period in
which the estimates are changed.
We
perform a comprehensive annual review of loss reserves for each of the lines of
business we write in connection with the determination of the year end carried
reserves. The review process takes into consideration the variety of trends and
other factors that impact the ultimate settlement of claims in each particular
class of business. A similar review is performed prior to the determination
of the June 30 carried reserves. Prior to the determination of the March 31
and September 30 carried reserves, we review the emergence of paid and reported
losses relative to expectations and make necessary adjustments to our carried
reserves. There are also a number of analyses of claims experience and reserves
undertaken by management on a monthly basis.
When a
claim is reported to us, our claims personnel establish a “case reserve” for the
estimated amount of the ultimate payment. This estimate reflects an informed
judgment based upon general insurance reserving practices and the experience and
knowledge of the estimator. The individual estimating the reserve considers the
nature and value of the specific claim, the severity of injury or damage, and
the policy provisions relating to the type of loss. Case reserves are adjusted
by our claims staff as more information becomes available. It is our policy to
periodically review and revise case reserves and to settle each claim as
expeditiously as possible.
We
maintain bulk and IBNR reserves (usually referred to as “IBNR reserves”) to
provide for claims already incurred that have not yet been reported (and which
often may not yet be known to the insured) and for future developments on
reported claims. The IBNR reserve is determined by estimating our insurance
companies’ ultimate net liability for both reported and incurred but not
reported claims and then subtracting both the case reserves and payments made to
date for reported claims; as such, the “IBNR reserves” represent the
difference between the estimated ultimate cost of all claims that have
occurred or will occur and the reported losses and loss adjustment expenses.
Reported losses include cumulative paid losses and loss adjustment expenses plus
aggregate case reserves. A relatively large proportion of our gross and net loss
reserves, particularly for long tail liability classes, are reserves for IBNR
losses. More than 79% and 76% of our aggregate gross loss reserves at
December 31, 2009 and 2008, respectively, were bulk and IBNR
reserves.
Some of
our business relates to coverage for short-tail risks and, for these risks, the
development of losses is comparatively rapid and historical paid losses and case
reserves, adjusted for known variables, have been a reliable guide for purposes
of reserving. “Tail” refers to the time period between the occurrence of a loss
and the settlement of the claim. The longer the time span between the incidence
of a loss and the settlement of the claim, the more the ultimate settlement
amount can vary. Some of our business relates to long-tail risks, where claims
are slower to emerge (often involving many years before the claim is reported)
and the ultimate cost is more difficult to predict. For these lines of business,
more sophisticated actuarial methods, such as the Bornhuetter-Ferguson loss
development method, are employed to project an ultimate loss expectation, and
then the related loss history must be regularly evaluated and loss expectations
updated, with a likelihood of variability from the initial estimate of ultimate
losses. A substantial portion of the business written by FPIC is this type of
longer-tailed casualty business.
Methods
Used to Estimate Loss & Loss Adjustment Expense Reserves
We apply
the following general methods in projecting loss and loss adjustment expense
reserves for the Group:
1.
|
Paid
loss development;
|
2.
|
Paid
Bornhuetter-Ferguson loss
development;
|
3.
|
Reported
loss development;
|
4.
|
Reported
Bornhuetter-Ferguson loss
development; and
|
5.
|
Separate
developments of claims frequency and
severity.
|
In
addition, we apply several diagnostic ratio tests of the reserves for
long-tailed liability lines of business, including but not limited
to:
1.
|
Retrospective
tests of the ratios of IBNR reserves to earned premiums and to estimated
ultimate incurred losses;
|
2.
|
Retrospective
tests of the ratios of the loss reserves to earned premiums and to
estimated ultimate incurred losses;
|
3.
|
Ratios
of cumulative and incremental incurred and paid losses to earned premiums
and to estimated ultimate incurred
losses;
|
4.
|
Ratios
of cumulative and incremental paid losses to cumulative incurred losses
and ratios of incremental paid losses to prior case loss and LAE
reserves;
|
5.
|
Ratios
of cumulative average incurred loss per claim and cumulative average
incurred loss per reported
claim; and
|
6.
|
Ratios
of cumulative average paid loss per claim closed with payment and average
case reserve per pending
claim.
|
Description
of Ultimate Loss Estimation Methods
The
reported or incurred loss development method relies on the assumption that, at
any given state of maturity, ultimate losses can be reasonably predicted by
multiplying cumulative reported losses (paid losses plus case reserves) by a
cumulative development factor. The validity of the results of this method
depends on the stability of claim reporting and settlement rates, as well as the
consistency of case reserve levels. Case reserves do not have to be adequately
stated for this method to be effective; they only need to have a fairly
consistent level of adequacy at comparable stages of maturity. Historical
“age-to-age” loss development factors are calculated to measure the relative
development of an accident year from one maturity point to the next. We then
select age-to-age loss development factors based on these historical factors and
use the selected factors to project the ultimate losses.
The paid
loss development method is mechanically identical to the reported loss
development method described above with the exception that paid losses replace
incurred losses. The paid method does not rely on case reserves or their
adequacy in making projections.
The
validity of the results from using a loss development approach can be affected
by many conditions, such as internal claim department processing changes, a
shift between single and multiple claim payments, legal changes, or variations
in a company’s mix of business from year to year. Also, since the percentage of
losses paid for immature years is often low, development factors are volatile. A
small variation in the number of claims paid can have a leveraging effect that
can lead to significant changes in estimated ultimates. Therefore, ultimate
values for immature accident years are often based on alternative estimation
techniques.
The
Bornhuetter-Ferguson expected loss projection method based on reported loss data
relies on the assumption that remaining unreported losses are a function of the
total expected losses rather than a function of currently reported losses. The
expected losses used in this analysis are selected judgmentally based upon the
historical relationship between premiums and losses for more mature accident
years, adjusted to reflect changes in average rates and expected changes in
claims frequency and severity. The expected losses are multiplied by the
unreported percentage to produce expected unreported losses. The unreported
percentage is calculated as one minus the reciprocal of the selected cumulative
reported loss development factors. Finally, the expected unreported losses are
added to the current reported losses to produce ultimate losses.
The
calculations underlying the Bornhuetter-Ferguson expected loss projection method
based on paid loss data are similar to the reported Bornhuetter-Ferguson
calculations with the exception that paid losses and unpaid percentages replace
reported losses and unreported percentages.
The
Bornhuetter-Ferguson method is most useful as an alternative to other models for
immature accident years. For these immature years, the amounts reported or paid
may be small and unstable and therefore not
predictive
of future development. Therefore, future development is assumed to follow an
expected pattern that is supported by more stable historical data or by emerging
trends. This method is also useful when changing reporting patterns or payment
patterns distort the historical development of losses.
For the
property lines of business (special property, personal auto physical damage, and
commercial auto physical damage) the results of the reserve calculations were
similar and we generally rely on an averaging of the methods
utilized.
For the
homeowners and commercial multi-peril lines of business (excluding California
CMP business for policy years 1996 and prior) we generally rely on the incurred
loss development and incurred Bornhuetter-Ferguson methods in estimating loss
reserves. These two methods yield more consistent results although the two paid
methods yielded reserves that were similar in total to the incurred
methods.
In July
of 1995, the California Supreme Court rendered its Opinion in Admiral Insurance
Company vs. Montrose Chemical Corporation (the
Montrose
Decision). In that
decision, the California Supreme Court ruled that in the case of a continuous
and progressively deteriorating loss, such as pollution liability (or
construction defect liability), an insurance company has a definitive duty to
defend the policyholder until all uncertainty related to the severity and cause
of the loss is extinguished.
After the
Montrose
Decision, FPIC
(a subsidiary of the Group since October 1, 2005) experienced a significant
increase in construction defect liability cases impacting our West Coast
commercial multi-peril liability lines of business, to which it would not have
been subject under the old interpretation of the law. In response, FPIC (prior
to its acquisition by the Group) implemented a series of underwriting measures
to limit the prospective exposure to
Montrose
and construction
defect liability claims. These changes to coverage and risk selection resulted
in an improvement in the post-
Montrose
underwriting
results.
FPIC
evaluates commercial multi-peril liability reserves by segregating pre- and
post-
Montrose
activity
as well as segregating contractor versus non-contractor experience. An inception
to date ground-up incurred loss database was created as the basis for this new
analysis. The pre-
Montrose
activity is
evaluated on a report year basis, which eliminates the accident year development
distortions caused by the effects of the
Montrose
Decision. For policy
years 1997 and later, the reserves are analyzed using the more traditional
accident year analysis.
For the
casualty lines (commercial multi-peril liability, other liability, personal auto
liability, commercial auto liability, workers’ compensation) the paid loss
development method yielded less than reliable results for the immature years,
and we did not use the method in selecting ultimate losses and reserves. For
these lines we primarily relied on the incurred Bornhuetter-Ferguson method for
the most recent accident years and both of the incurred loss development methods
for the remaining years.
The
property and casualty industry has incurred substantial aggregate losses from
claims related to asbestos-related illnesses, environmental remediation, product
and mold, and other uncertain or environmental exposures. We have not
experienced significant losses from these types of claims.
We
compute our estimated ultimate liability using these principles and procedures
applicable to the lines of business written. However, because the establishment
of loss reserves is an inherently uncertain process, we cannot be certain that
ultimate losses will not exceed the established loss reserves and have a
material adverse effect on the Group’s results of operations and financial
condition. Changes in estimates, or differences between estimates and amounts
ultimately paid, are reflected in the operating results of the period during
which such adjustments are made.
Reserves
are estimates because there are uncertainties inherent in the determination of
ultimate losses. Court decisions, regulatory changes and economic conditions can
affect the ultimate cost of claims that occurred in the past as well as create
uncertainties regarding future loss cost trends. Accordingly, the ultimate
liability for unpaid losses and loss settlement expenses will likely differ from
the amount recorded at December 31, 2009.
For
further information relating to the determination of loss and loss adjustment
expense reserves, please see the discussion under “Loss and Loss Adjustment
Expense Reserves” contained in ITEM 1. “Business” of this Form
10-K.
Investments
Unrealized
investment gains or losses on investments carried at fair value, net of
applicable income taxes, are reflected directly in stockholders’ equity as a
component of accumulated other comprehensive income and, accordingly, have no
effect on net income. A decline in fair value of an investment below its cost
that is deemed other than temporary and due to credit concerns is charged to
earnings as a realized loss. We monitor our investment portfolio and review
investments that have experienced a decline in fair value below cost to evaluate
whether the decline is other than temporary. These evaluations involve judgment
and consider the magnitude and reasons for a decline and the prospects for the
fair value to recover in the near term. Adverse investment market
conditions, poor operating performance, or other adversity encountered by
companies whose stock or fixed maturity securities we own could result in
impairment charges in the future. Our policy on impairment of value of
investments is as follows: if a security has a market value below cost it is
considered impaired. For any such security a review of the financial condition
and prospects of the company will be performed by the Investment Committee to
determine if the decline in market value is other than temporary. If
it is determined that the decline in market value is “other than temporary” and
caused by credit concerns, the carrying value of the security will be written
down to “realizable value” and the amount of the write down accounted for as a
realized loss. “Realizable value” is defined for this purpose as the
market price of the security. Write down to a value other than the market price
requires objective evidence in support of that value.
In
evaluating the potential impairment of fixed income securities, the Investment
Committee will evaluate relevant factors, including but not limited to the
following: the issuer’s current financial condition and ability to make future
scheduled principal and interest payments, relevant rating history, analysis and
guidance provided by rating agencies and analysts, the degree to which an issuer
is current or in arrears in making principal and interest payments, and changes
in price relative to the market.
In
evaluating the potential impairment of equity securities, the Investment
Committee will evaluate certain factors, including but not limited to the
following: the relationship of market price per share versus carrying value per
share at the date of acquisition and the date of evaluation, the
price-to-earnings ratio at the date of acquisition and the date of evaluation,
any rating agency announcements, the issuer’s financial condition and near-term
prospects, including any specific events that may influence the issuer’s
operations, the independent auditor’s report on the issuer’s financial
statements; and any buy/sell/hold recommendations or price projections by
outside investment advisors.
In the
years ended December 31, 2009, 2008 and 2007, we recorded a pre-tax charge
to earnings of $0.8 million, $6.2 million and $0.1 million, respectively, for
write-downs of other than temporarily impaired securities (OTTI).
In 2009,
the Group recorded a pre-tax charge to earnings of $0.8 million for write-downs
of other-than-temporarily impaired securities, of which $0.4 million related to
fixed income securities, and $0.4 million related to equity securities. The
fixed income security impairments related to one residential mortgage-backed
security ($0.3 million) which experienced increased delinquency and default
rates, as well as two asset-backed securities whose underlying collateral
deteriorated. The equity security impairments related to thirteen common stock
securities and two preferred stock securities, which demonstrated weakening
fundamentals in their businesses.
During
the second half of 2008 (and early 2009), there were significant disruptions to
the financial and equity markets. This resulted from, in part,
failures of financial institutions on an unprecedented scale, and caused a
significant reduction in liquidity and trading flows in the credit markets in
addition to a dramatic widening in credit spreads. Such impacts
affected the valuations of both the fixed income and equity securities held by
the Group, and resulted in pre-tax charge to earnings in 2008 of $6.2 million
for write-downs of other-than-temporarily impaired securities. Of the $6.2
million in 2008 impairments $3.9 million related to 11 fixed-income securities,
and $2.3 million related to 33 equity securities. The fixed income security
impairments related to one residential mortgage-backed security ($0.5 million)
which experienced increased delinquency and default rates, four asset-backed
securities ($0.8 million) whose underlying collateral deteriorated, and six
corporate bonds ($2.6 million) whose issuers were a experiencing deteriorating
financial condition. The $2.3 million in 2008 equity security impairments
related to twenty-nine common stock securities and four preferred stock
securities, which demonstrated weakening fundamentals in their
businesses.
Policy
Acquisition Costs
We defer
policy acquisition costs, such as commissions, premium taxes and certain other
underwriting expenses that vary with and are primarily related to the production
of business. These costs are amortized over the effective period of the related
insurance policies. The method followed in computing deferred policy acquisition
costs limits the amount of deferred costs to their estimated realizable value,
which gives effect to the premium to be earned, related investment income, loss
and loss adjustment expenses, and certain other costs expected to be incurred as
the premium is earned. Future changes in estimates, the most significant of
which is expected loss and loss adjustment expenses, may require acceleration of
the amortization of deferred policy acquisition costs. If the
estimation of net realizable value indicates that the acquisition costs are
unrecoverable, further analyses are completed to determine if a reserve is
required to provide for losses that may exceed the related unearned
premiums.
Reinsurance
Amounts
recoverable from property and casualty reinsurers are estimated in a manner
consistent with the claim liability associated with the reinsured policy.
Amounts paid for reinsurance contracts are expensed over the contract period
during which insured events are covered by the reinsurance
contracts.
Ceded
unearned premiums and reinsurance balances recoverable on paid and unpaid loss
and loss adjustment expenses are reported separately as assets, instead of being
netted with the related liabilities, because reinsurance does not relieve us of
our legal liability to our policyholders. Reinsurance balances recoverable are
subject to credit risk associated with the particular reinsurer. Additionally,
the same uncertainties associated with estimating unpaid loss and loss
adjustment expenses affect the estimates for the ceded portion of these
liabilities.
We
continually monitor the financial condition of our reinsurers.
Many of
the reinsurance treaties participated in by the Group prior to 2007, and
primarily FPIC treaties, have included provisions that establish minimum and
maximum cessions and allow limited participation in the profit of the ceded
business. Generally, the Group shares on a limited basis in the
profitability of our reinsurance treaties through contingent ceding
commissions. The Group’s exposure in the loss experience is
contractually defined at minimum and maximum levels. The terms of
such contracts are fixed at inception. Since estimating the emergence
of claims to the applicable reinsurance layers is subject to significant
uncertainty, the net amounts that will ultimately be realized may vary
significantly from the estimated amounts presented in the Group’s results of
operations.
Income
Taxes
We use
the asset and liability method of accounting for income taxes. Deferred income
taxes arise from the recognition of temporary differences between financial
statement carrying amounts and the tax bases of our assets and liabilities.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. A valuation allowance is
provided when it is more likely than not that some portion of the deferred tax
asset will not be realized. The effect of a change in tax rates is recognized in
the period of the enactment date.
Contingencies
Besides
claims related to its insurance products, the Group is subject to proceedings,
lawsuits and claims in the normal course of business. The Group
assesses the likelihood of any adverse outcomes to these matters as well as
potential ranges of probable losses. There can be no assurance that
actual outcomes will be consistent with those assessments.
RESULTS
OF OPERATIONS
Revenue
and income by segment is as follows for the years ended December 31, 2009,
2008 and 2007.
|
|
December
31
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In
thousands)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Net
premiums earned:
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
$
|
120,871
|
|
|
$
|
132,425
|
|
|
$
|
125,427
|
|
Personal
lines
|
|
|
19,542
|
|
|
|
20,152
|
|
|
|
21,248
|
|
Total
net premiums earned
|
|
|
140,413
|
|
|
|
152,577
|
|
|
|
146,675
|
|
Net
investment income
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
13,053
|
|
Realized
investment gains / (losses)
|
|
|
621
|
|
|
|
(7,072
|
)
|
|
|
24
|
|
Other
|
|
|
2,080
|
|
|
|
2,021
|
|
|
|
1,929
|
|
Total
revenues
|
|
|
157,312
|
|
|
|
161,462
|
|
|
|
161,681
|
|
Income
before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
|
4,332
|
|
|
|
4,246
|
|
|
|
5,964
|
|
Personal
lines
|
|
|
(956
|
)
|
|
|
(1,423
|
)
|
|
|
234
|
|
Total
underwriting income
|
|
|
3,376
|
|
|
|
2,823
|
|
|
|
6,198
|
|
Net
investment income
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
13,053
|
|
Realized
investment gains / (losses)
|
|
|
621
|
|
|
|
(7,072
|
)
|
|
|
24
|
|
Other
|
|
|
657
|
|
|
|
703
|
|
|
|
714
|
|
Income
before income taxes
|
|
$
|
18,852
|
|
|
$
|
10,390
|
|
|
$
|
19,989
|
|
Our
results of operations are influenced by factors affecting the property and
casualty insurance industry in general. The operating results of the United
States property and casualty insurance industry are subject to significant
variations due to competition, weather, catastrophic events, regulation, the
availability and cost of satisfactory reinsurance, general economic conditions,
judicial trends, fluctuations in interest rates and other changes in the
investment environment.
The availability of reinsurance at
reasonable pricing is an important part of our business. Effective
January 1, 2009, we increased our retention to $1,000,000 (from a maximum
retention of $850,000 and $750,000 in 2008 and 2007, respectively) on the
casualty, property and workers’ compensation lines of business. As we increase
the net retention of the business we write, net premiums written and earned will
increase and ceded losses will decrease. The impact of increased
retentions under our reinsurance program in 2009, 2008 and 2007 was offset in
part by a decline in direct written premiums due to the contraction of the
economy in our markets and the competitive marketplace, particularly as it
relates to new construction contractors we insure. As older reinsurance treaties
run off, the impact described above of the new reinsurance program will become
more evident in net premiums written, net premiums earned and net losses
incurred.
We write homeowners insurance only in
New Jersey and Pennsylvania, and personal automobile insurance only in
Pennsylvania. Personal lines insurance is not written in any other states in
which we do business.
The key
elements of our business model are the sales of properly priced and underwritten
personal and commercial property and casualty insurance through independent
agents and the investment of the premiums in a manner designed to assure that
claims and expenses can be paid while providing a return on the capital
employed. Loss trends and investment performance are critical factors
in influencing the success of the business model. These factors are
affected by the factors impacting the insurance industry in general and factors
unique to us as described in the following discussion.
YEAR
ENDED DECEMBER 31, 2009 COMPARED TO YEAR ENDED DECEMBER 31,
2008
The
components of income for 2009 and 2008, and the change and percentage change
from year to year, are shown in the charts below. The accompanying
narrative refers to the statistical information displayed in the chart
immediately above the narrative.
2009 vs. 2008 Income
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
Commercial
lines underwriting income
|
|
$
|
4,332
|
|
|
$
|
4,246
|
|
|
$
|
86
|
|
|
|
2.0
|
%
|
Personal
lines underwriting loss
|
|
|
(956
|
)
|
|
|
(1,423
|
)
|
|
|
467
|
|
|
|
32.8
|
%
|
Total
underwriting income
|
|
|
3,376
|
|
|
|
2,823
|
|
|
|
553
|
|
|
|
19.6
|
%
|
Net
investment income
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
262
|
|
|
|
1.9
|
%
|
Net
realized investment gains/(losses)
|
|
|
621
|
|
|
|
(7,072
|
)
|
|
|
7,693
|
|
|
|
N/M
|
|
Other
|
|
|
2,080
|
|
|
|
2,021
|
|
|
|
59
|
|
|
|
2.9
|
%
|
Interest
expense
|
|
|
(1,423
|
)
|
|
|
(1,318
|
)
|
|
|
(105
|
)
|
|
|
8.0
|
%
|
Income
before income taxes
|
|
|
18,852
|
|
|
|
10,390
|
|
|
|
8,462
|
|
|
|
81.4
|
%
|
Income
taxes
|
|
|
5,031
|
|
|
|
2,156
|
|
|
|
2,875
|
|
|
|
133.3
|
%
|
Net
Income
|
|
$
|
13,821
|
|
|
$
|
8,234
|
|
|
$
|
5,587
|
|
|
|
67.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss/
LAE ratio (GAAP)
|
|
|
61.3
|
%
|
|
|
62.4
|
%
|
|
|
(1.1
|
)
%
|
|
|
|
|
Underwriting
expense ratio (GAAP)
|
|
|
36.3
|
%
|
|
|
35.7
|
%
|
|
|
0.6
|
%
|
|
|
|
|
Combined
ratio (GAAP)
|
|
|
97.6
|
%
|
|
|
98.1
|
%
|
|
|
(0.5
|
)
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss/
LAE ratio (Statutory)
|
|
|
61.8
|
%
|
|
|
62.4
|
%
|
|
|
(0.6
|
)
%
|
|
|
|
|
Underwriting
expense ratio (Statutory)
|
|
|
35.7
|
%
|
|
|
36.1
|
%
|
|
|
(0.4
|
)
%
|
|
|
|
|
Combined
ratio (Statutory)
|
|
|
97.5
|
%
|
|
|
98.5
|
%
|
|
|
(1.0
|
)
%
|
|
|
|
|
(N/M
means “not meaningful”)
Underwriting
income in 2009 was $3.4 million, as compared to $2.8 million in 2008. Our GAAP
combined ratio for 2009 was 97.6%, as compared to a combined ratio for the prior
year of 98.1%. The statutory combined ratio for 2009 and 2008 was 97.5% and
98.5%, respectively. See the discussion below relating to commercial
and personal lines performance.
Net
investment income increased $0.3 million or 1.9% to $14.2 million in 2009 as
compared to $13.9 million in 2008. This increase was driven by an increase in
cash and invested assets. The increase in cash and invested assets was driven by
operating cash flow.
Net
realized investment gains amounted to $0.6 million in 2009, as compared to a
realized loss of $7.1 million in 2008. The Group had gains on the sales of
securities of $0.9 million and $0.6 million, and write-downs of other than
temporary impairments of $0.8 million and $6.2 million, in 2009 and 2008,
respectively. The Group also recorded a gain on the mark-to-market of interest
rate swaps in 2009 of $0.5 million, and a loss in 2008 of $1.5 million. These
interest rate swaps were entered into to convert the floating interest rate to a
fixed rate on the Group’s trust preferred securities obligations, and the
mark-to-market gains or losses are recorded as realized gains. See also the
discussion of other than temporary impairments on investment securities in the
“Critical Accounting Policies” section.
Other
revenue of $2.1 million and $2.0 million in 2009 and 2008, respectively,
represents primarily service charges recorded on insurance premium payment
plans.
Interest
expense of $1.4 million and $1.3 million in 2009 and 2008, respectively,
represents interest expense on the trust preferred securities obligations of
FPIG.
Charts
and discussion relating to each of our segments (commercial lines underwriting,
personal lines underwriting, and the investment segment) follow with further
discussion below.
2009 vs. 2008 Revenue
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(In
thousands)
|
|
|
|
|
Direct
premiums written
|
|
$
|
153,045
|
|
|
$
|
165,377
|
|
|
$
|
(12,332
|
)
|
|
|
(7.5
|
)%
|
Net
premiums written
|
|
|
137,830
|
|
|
|
147,352
|
|
|
|
(9,522
|
)
|
|
|
(6.5
|
)%
|
Net
premiums earned
|
|
|
140,413
|
|
|
|
152,577
|
|
|
|
(12,164
|
)
|
|
|
(8.0
|
)%
|
Net
investment income
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
262
|
|
|
|
1.9
|
%
|
Net
realized investment gains/(losses)
|
|
|
621
|
|
|
|
(7,072
|
)
|
|
|
7,693
|
|
|
|
N/M
|
|
Other
revenue
|
|
|
2,080
|
|
|
|
2,021
|
|
|
|
59
|
|
|
|
2.9
|
%
|
Total
revenue
|
|
$
|
157,312
|
|
|
$
|
161,462
|
|
|
$
|
(4,150
|
)
|
|
|
(2.6
|
)%
|
(N/M
means “not meaningful”)
Total
revenues declined to $157.3 million in 2009 from $161.5 million in 2008 due to
lower net premiums written, offset by a net realized gain in 2009 as compared to
a net realized loss in 2008. Net premiums written decreased $9.5 million, or
6.5%, to $137.8 million in 2009, as compared to $147.3 million in 2008. Net
premiums earned totaled $140.4 million in 2009, as compared to $152.6 million in
2008, representing a 8.0%, or $12.2 million, decrease.
Direct
premiums written decreased 7.5%, or $12.3 million, to $153.0 million as a result
of the weak economy, particularly in California, and competition in our all of
our market places. The decline in net premiums written and net premiums earned
is attributable to the decline in direct written premium, offset by the positive
impact on net premiums written of changes in the Group’s reinsurance structure
(in 2009 retention increased to $1,000,000 from $850,000 in 2008, and to
$850,000 in 2008 from $750,000 in 2007 on the property, casualty and workers’
compensation lines). Direct premiums written and earned were also negatively
impacted by the increased negative audit premium recorded during 2009, which is
earned immediately upon booking (see the discussion below for discussion of
audit premium. See the “Reinsurance ceded” discussion in Item 1. Business for
further discussion of the Group’s reinsurance arrangements).
The
decline in year-to-date direct premiums written reflects reduced levels of
economic activity in our operating territories, predominantly California. In
addition, the current market continues to be very competitive, with pricing and
coverage competition present in all classes of commercial accounts, package
policies, commercial automobile policies and in the Pennsylvania personal auto
market and Pennsylvania and New Jersey homeowners markets, all of which presents
a challenge in retaining our accounts on renewal, or renewing a policy at the
expiring premium. Competition also continues on large accounts, including East
Coast habitational and California construction contracting programs, as
competitors compete for these higher premium accounts. Pricing in the property
and casualty insurance industry historically has been and remains cyclical.
During a soft market cycle, such as the current market condition, price
competition is prevalent, which makes it challenging to write and retain
properly priced personal and commercial lines business. We continue to work with
our agents to target classes of business and accounts compatible with our
underwriting appetite, which includes certain types of religious institution
risks, contracting risks, small business risks and property risks. Despite the
pricing pressures of the marketplace, management maintains a strong focus on its
policy of disciplined underwriting and pricing standards, declining business
which it determines is inadequately priced for its level of risk.
Audit
premium is derived principally from the contractor book of business written by
FPIC. The premium on these policies is estimated at policy inception based on a
prediction of the volume of the insured’s business operations during the policy
period. In addition to endorsing the policy throughout the policy period based
on known information, at policy expiration FPIC may conduct an audit of the
insured’s business operations in order to adjust the policy premium from an
estimate to actual. Contractor liability policy premium tends to vary with local
construction activity as well as changes in the nature of the contractor’s
operations. The decline in construction related activity and failing businesses
in the construction industry caused by the weak California economy has impacted
both the volume of premium for the contractor in-force book of business (as well
as reducing related exposures) and the related audit premium on expiring
policies.
Audits,
primarily of construction related policies, generated return premium of
$3.7 million in 2009, representing a decline of $1.1 million as compared to
$2.6 million of return audit premium generated in 2008.
Despite
the competitive market conditions and weakened economy, the Group’s policy
retention on renewal has been favorable across most product lines and the Group
has been able to grow its policy count, aided through the introduction of new
products. In the fourth quarter of 2008, a new Business Owners Policy for
California risks was introduced. This product targets small to medium sized
businesses, which have been shown to be somewhat less price sensitive and
demonstrate higher renewal retention than larger accounts. In 2009, a new
contracting product which specializes in covering artisan contractors was
introduced in Arizona and California. Artisan contractors primarily provide
repair and maintenance services, and this segment tends to experience less
severe market fluctuations compared to the construction industry.
Net
Investment Income is discussed below.
2009 vs. 2008 Investment Income and Realized
Gains
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(In
thousands)
|
|
|
|
|
Fixed
income securities
|
|
$
|
15,949
|
|
|
$
|
14,871
|
|
|
$
|
1,078
|
|
|
|
7.2
|
%
|
Dividends
|
|
|
283
|
|
|
|
351
|
|
|
|
(68
|
)
|
|
|
(19.4
|
)
%
|
Cash,
cash equivalents & other
|
|
|
159
|
|
|
|
473
|
|
|
|
(314
|
)
|
|
|
(66.4
|
)
%
|
Gross
investment income
|
|
|
16,391
|
|
|
|
15,695
|
|
|
|
696
|
|
|
|
4.4
|
%
|
Investment
expenses
|
|
|
2,193
|
|
|
|
1,759
|
|
|
|
434
|
|
|
|
24.7
|
%
|
Net
investment income
|
|
$
|
14,198
|
|
|
$
|
13,936
|
|
|
$
|
262
|
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized (losses)/gains - fixed income securities
|
|
$
|
(293
|
)
|
|
$
|
(3,832
|
)
|
|
$
|
3,539
|
|
|
|
N/M
|
|
Net
realized gains/(losses) - equity securities
|
|
|
395
|
|
|
|
(1,740
|
)
|
|
|
2,135
|
|
|
|
N/M
|
|
Mark-to-market
valuation gain/(loss) for interest rate swaps
|
|
|
519
|
|
|
|
(1,500
|
)
|
|
|
2,019
|
|
|
|
N/M
|
|
Net
realized gains/(losses)
|
|
$
|
621
|
|
|
$
|
(7,072
|
)
|
|
$
|
7,693
|
|
|
|
N/M
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(N/M
means “not meaningful”)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2009
net investment income increased $0.3 million, or 1.9%, to
$14.2 million, as compared to $13.9 million in 2008. This increase was
driven by an increase in cash and invested assets driven by operating cash flow,
including the benefits of the 2009 and 2008 reinsurance agreement changes, which
result in less premium being ceded to reinsurers.
In 2009
investment income on fixed income securities increased $1.1 million, or 7.2%, to
$15.9 million, as compared to $14.8 million in 2008. This was driven
by an increase in the average investments held in fixed income securities, and a
focus on expanding our corporate and industrial sector fixed income holdings.
Our tax equivalent yield (yield adjusted for tax-benefit received on tax-exempt
securities) on fixed income securities increased slightly to 5.14% in 2009, as
compared to 5.06% in 2008.
Dividend
income declined 19.4% to $283,000 in 2009, as compared to $351,000 in 2008, due
to a reduction in the size of our equities portfolio since
2008. Interest income on cash and cash equivalents declined $314,000,
or 66.4%, to $159,000 in 2009, as compared to $473,000 in 2008, primarily as a
result of extremely low short term yields in 2009. Investment expenses increased
$434,000 to $2.2 million in 2009, from $1.8 million in 2008.
Net
realized investment gains amounted to $0.6 million in 2009, as compared to a
realized loss of $7.1 million in 2008. The Group had gains on the sales of
securities of $0.9 million and $0.6 million, and write-downs of other than
temporary impairments of $0.8 million and $6.2 million, in 2009 and 2008,
respectively. The Group also recorded a gain on the mark-to-market of interest
rate swaps in 2009 of $0.5 million, and a loss in 2008 of $1.5 million. We have
three ongoing interest rate swap agreements to hedge against interest rate risk
on our floating rate trust preferred securities obligations. The estimated fair
value of the interest rates swaps is obtained from the third-party financial
institution counterparty. We mark the investments to market using these
valuations and record the change in the economic value of the interest rate
swaps as a realized gain or loss in the consolidated statement of earnings. See
also the discussion of other than temporary impairments on investment securities
in the “Critical Accounting Policies” section.
Fixed
income investments represent 97.5% of invested assets. As of December
31, 2009, the fixed income portfolio consists of 99% investment grade
securities, with 1% non-investment grade rated securities, which includes three
corporate securities held with a combined market value of $1.3 million, three
asset-backed securities held with a combined market value of $0.6 million, one
mortgage-backed security with a market value of $0.1 million, and one small
tax-exempt municipal bond. The fixed income portfolio has an average
rating of Aa3/AA and an average tax equivalent book yield of 5.14%.
Among our
portfolio holdings, the only direct subprime exposure consists of asset-backed
securities (ABS) within the home equity subsector
.
The ABS home
equity subsector totaled $0.5 million on December 31, 2009, representing 3.21%
of the ABS holdings and 0.14% of total fixed income portfolio
holdings. The subprime related exposure consists of three individual
securities, of which two are insured by monolines against default of principal
and interest. However, since FGIC is no longer rated and AMBAC has
been downgraded to Caa2/CC, the two insured securities are now rated according
to the higher of the underlying collateral or the monoline
rating. One bond is rated Ba3/BB while the other is rated
Caa2/CCC. With regard to the remaining security without monoline
insurance, it is rated A3/B by Moody’s and S&P, respectively.
The
estimated fair value and unrealized loss for securities in a temporary
unrealized loss position as of December 31, 2009 are as follows:
|
|
Less
than 12 Months
|
|
|
12
Months or Longer
|
|
|
Total
|
|
|
|
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
|
(In
Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
obligations
of U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
government
corporations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
agencies
|
|
$
|
4,571
|
|
|
$
|
52
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,571
|
|
|
$
|
52
|
|
Obligations
of states and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
political
subdivisions
|
|
|
1,889
|
|
|
|
61
|
|
|
|
1,478
|
|
|
|
95
|
|
|
|
3,367
|
|
|
|
156
|
|
Corporate
securities
|
|
|
18,561
|
|
|
|
256
|
|
|
|
460
|
|
|
|
36
|
|
|
|
19,021
|
|
|
|
292
|
|
Mortgage-backed
securities
|
|
|
768
|
|
|
|
8
|
|
|
|
256
|
|
|
|
3
|
|
|
|
1,024
|
|
|
|
11
|
|
Total
fixed maturities
|
|
|
25,789
|
|
|
|
377
|
|
|
|
2,194
|
|
|
|
134
|
|
|
|
27,983
|
|
|
|
511
|
|
Total
equity securities
|
|
|
349
|
|
|
|
25
|
|
|
|
388
|
|
|
|
8
|
|
|
|
737
|
|
|
|
33
|
|
Total
securities in a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
temporary
unrealized loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
position
|
|
$
|
26,138
|
|
|
$
|
402
|
|
|
$
|
2,582
|
|
|
$
|
142
|
|
|
$
|
28,720
|
|
|
$
|
544
|
|
Fixed
maturity investments with unrealized losses for less than twelve months are
primarily due to changes in the interest rate environment. At
December 31, 2009 the Group has 3 fixed maturity securities with unrealized
losses for more than twelve months. Of the 3 securities with
unrealized losses for more than twelve months, all of them have fair values of
no less than 92% of book value. The Group does not believe these declines are
other than temporary due to the credit quality of the holdings. We currently
have no intention or expectation that we will have to sell these securities
before recovery.
There are
4 common stock securities that are in an unrealized loss position at December
31, 2009. All of these securities have been in an unrealized loss
position for less than 6 months. There is one preferred stock
security that has been in an unrealized loss position for more than twelve
months. The Group does not believe these declines are other than
temporary as a result of reviewing the circumstances of each such security in an
unrealized loss position. The Group currently has the ability and
intent to hold these securities until recovery.
The
following table summarizes the period of time that equity securities sold at a
loss during 2009 had been in a continuous unrealized loss position:
|
|
Fair
|
|
|
|
|
|
|
Value
on
|
|
|
Realized
|
|
Period of Time in an Unrealized Loss
Position
|
|
Sale
Date
|
|
|
Loss
|
|
|
|
(In
thousands)
|
|
|
|
0-6
months
|
|
$
|
789
|
|
|
$
|
187
|
|
7-12
months
|
|
|
-
|
|
|
|
-
|
|
More
than 12 months
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
789
|
|
|
$
|
187
|
|
The
equity securities sold at a loss had been expected to appreciate in value, but
were sold due to a desire to reduce exposure to certain issuers and industries
or in light of difficult economic conditions.
Results
of our Commercial Lines segment were as follows:
2009 vs. 2008 Commercial Lines
(CL)
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
CL
Direct premiums written
|
|
$
|
131,514
|
|
|
$
|
143,280
|
|
|
$
|
(11,766
|
)
|
|
|
(8.2
|
)
%
|
CL
Net premiums written
|
|
$
|
118,410
|
|
|
$
|
127,418
|
|
|
$
|
(9,008
|
)
|
|
|
(7.1
|
)
%
|
CL
Net premiums earned
|
|
$
|
120,871
|
|
|
$
|
132,425
|
|
|
$
|
(11,554
|
)
|
|
|
(8.7
|
)
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CL
Loss/ LAE expense ratio (GAAP)
|
|
|
60.0
|
%
|
|
|
61.3
|
%
|
|
|
(1.3
|
)
%
|
|
|
|
|
CL
Expense ratio (GAAP)
|
|
|
36.4
|
%
|
|
|
35.5
|
%
|
|
|
0.9
|
%
|
|
|
|
|
CL
Combined ratio (GAAP)
|
|
|
96.4
|
%
|
|
|
96.8
|
%
|
|
|
(0.4
|
)
%
|
|
|
|
|
In 2009
our commercial lines direct premiums written decreased by $11.8 million, or
8.2%, to $131.5 million, as compared to direct premium written in 2008 of $143.3
million. The decline in direct premiums written is attributed to
several factors, including a decline in construction related activity due to a
weak economy, increased negative audit premium on our contractors book,
increased competition on large accounts, and increased competition in the
California contractor market and the east coast habitational
market. Our California contractors book reflects the significant
decrease in new construction activity in the California construction market.
Since the insurance premiums for these contractors generally reflect their level
of economic activity, the average premium per policy has fallen as the insured’s
business has contracted, resulting in lower insurance exposures for these
contractors. The retention levels in this book remain attractive, and policy
count is up year-over-year, despite the decline in direct premiums written. See
additional discussion above in the “2009 vs. 2008 Revenue”
discussion.
In 2009
our commercial lines net premiums earned decreased by $11.6 million, or 8.7%, to
$120.8 million, as compared to net premiums earned in 2008 of $132.4 million.
The decrease in net premiums earned was caused by the 8.2% decline in direct
premiums written, offset by the positive impact on net premiums written of the
change in our reinsurance structure as described above. Contributing to the
decline in net premiums earned was the increase in the negative audit premium
discussed above, which is earned immediately upon booking.
In the
commercial lines segment for 2009 we had underwriting income of $4.3 million, a
slight increase from the underwriting income of $4.2 million in 2008, a GAAP
combined ratio of 96.4%, a GAAP loss and loss adjustment expense ratio of 60.0%
and a GAAP underwriting expense ratio of 36.4%, compared to a GAAP combined
ratio of 96.8%, a GAAP loss and loss adjustment expense ratio of 61.3% and a
GAAP underwriting expense ratio of 35.5% in 2008. Our commercial
lines loss ratio for 2009 reflects a lower level of adverse prior year loss
reserve development.
One of
our strategies in this market is to introduce new products leveraging our core
skills. In the fourth quarter of 2008, a new Business Owners Policy for
California risks was introduced. This product targets small to medium
sized businesses, which have been shown to be somewhat less price sensitive and
demonstrating higher renewal retention than larger accounts. This product also
helps to balance FPIC’s
business
between property and casualty exposures. In 2009, a new contracting product
which specializes in covering artisan contractors was introduced in Arizona and
California, and is being developed for Nevada and Oregon with a targeted
introduction in early 2010. Artisan contractors primarily provide repair and
maintenance services, and this segment tends to experience less severe market
fluctuations compared to the construction industry. During 2009, a new Garage
Program was introduced in New Jersey and Pennsylvania, which targets repair
shops, auto body shops, and gas stations.
Results
of our Personal Lines segment were as follows:
2009 vs. 2008 Personal Lines
(PL)
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
PL
Direct premiums written
|
|
$
|
21,531
|
|
|
$
|
22,097
|
|
|
$
|
(566
|
)
|
|
|
(2.6
|
)
%
|
PL
Net premiums written
|
|
$
|
19,420
|
|
|
$
|
19,934
|
|
|
$
|
(514
|
)
|
|
|
(2.6
|
)
%
|
PL
Net premiums earned
|
|
$
|
19,542
|
|
|
$
|
20,152
|
|
|
$
|
(610
|
)
|
|
|
(3.0
|
)
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PL
Loss/ LAE expense ratio (GAAP)
|
|
|
69.4
|
%
|
|
|
69.5
|
%
|
|
|
(0.1
|
)
%
|
|
|
|
|
PL
Expense ratio (GAAP)
|
|
|
35.5
|
%
|
|
|
37.6
|
%
|
|
|
(2.1
|
)
%
|
|
|
|
|
PL
Combined ratio (GAAP)
|
|
|
104.9
|
%
|
|
|
107.1
|
%
|
|
|
(2.2
|
)
%
|
|
|
|
|
Personal
lines direct premiums written declined to $21.5 million in 2009 as compared to
$22.1 million in 2008, representing a decline of $0.6 million or
2.6%. Our personal lines have also been impacted by increased
competition, as in the case of our commercial lines.
In the
personal lines segment for 2009 we had an underwriting loss of $1.0 million, a
GAAP combined ratio of 104.9%, a GAAP loss and loss adjustment expense ratio of
69.4% and a GAAP underwriting expense ratio of 35.5%, compared to an
underwriting loss of $1.4 million, a GAAP combined ratio of 107.1%, a GAAP loss
and loss adjustment expense ratio of 69.5% and a GAAP underwriting expense ratio
of 37.6% in 2008.
During
2009 we introduced a new on-line system for Homeowners policies. It enables
agents to quote, bind and service Homeowners policies in New Jersey and
Pennsylvania.
Underwriting
Expenses and the Expense Ratio is discussed below.
2009 vs. 2008 Expenses and Expense
Ratio
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
Amortization
of Deferred Acquisition Costs
|
|
$
|
38,805
|
|
|
$
|
41,684
|
|
|
$
|
(2,879
|
)
|
|
|
(6.9
|
)
%
|
As
a % of net premiums earned
|
|
|
27.6
|
%
|
|
|
27.3
|
%
|
|
|
0.3
|
%
|
|
|
|
|
Other
underwriting expenses
|
|
|
12,090
|
|
|
|
12,851
|
|
|
|
(761
|
)
|
|
|
(5.9
|
)
%
|
Total
expenses excluding losses/ LAE
|
|
$
|
50,895
|
|
|
$
|
54,535
|
|
|
$
|
(3,640
|
)
|
|
|
(6.7
|
)
%
|
Underwriting
expense ratio
|
|
|
36.3
|
%
|
|
|
35.7
|
%
|
|
|
0.6
|
%
|
|
|
|
|
Underwriting
expenses decreased by $3.6 million, or 6.7%, to $50.9 million in 2009, as
compared to $54.5 million in 2008. The decrease in underwriting expenses
primarily reflects a decrease in the amortization of deferred acquisition costs
in 2009. The amortization of deferred acquisition costs decreased in 2009 as
compared to 2008 due in part to the decrease in net earned premiums. In
addition, in the fourth quarter of 2008 the Group undertook a significant
expense reduction program, resulting in significant cost reductions which are
reflected in lower other underwriting expenses in 2009 and, subject to the
deferred acquisition cost methodology, to some extent in 2009 amortization of
deferred acquisition costs. Underwriting expenses also reflect lower share-based
compensation expense and lower contingent commission expense.
2009 vs. 2008 Income Taxes
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
Income
before income taxes
|
|
$
|
18,852
|
|
|
$
|
10,390
|
|
|
$
|
8,462
|
|
|
|
81.4
|
%
|
Income
taxes
|
|
|
5,031
|
|
|
|
2,156
|
|
|
|
2,875
|
|
|
|
133.3
|
%
|
Net
income
|
|
$
|
13,821
|
|
|
$
|
8,234
|
|
|
$
|
5,587
|
|
|
|
67.9
|
%
|
Effective
tax rate
|
|
|
26.7
|
%
|
|
|
20.8
|
%
|
|
|
(5.9
|
)
%
|
|
|
|
|
Federal
income tax expense was $5.0 million and $2.2 million for 2009 and 2008,
respectively. The effective tax rate was 26.7% and 20.8% for 2009 and
2008, respectively. The 2009 effective tax rate was higher than that of 2008
because the 2009 pre-tax income was not impacted by the significant level of
other than temporary investment impairments reflected in the 2008 pre-tax
income, and by the fact that tax-advantaged income was slightly lower in
2009.
YEAR
ENDED DECEMBER 31, 2008 COMPARED TO YEAR ENDED DECEMBER 31,
2007
The
components of income for 2008 and 2007, and the change and percentage change
from year to year, are shown in the charts below. The accompanying
narrative refers to the statistical information displayed in the chart
immediately above the narrative.
2008 vs. 2007 Income
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
Commercial
lines underwriting income
|
|
$
|
4,246
|
|
|
$
|
5,964
|
|
|
$
|
(1,718
|
)
|
|
|
(28.8
|
)
%
|
Personal
lines underwriting (loss) income
|
|
|
(1,423
|
)
|
|
|
234
|
|
|
|
(1,657
|
)
|
|
|
N/M
|
|
Total
underwriting income
|
|
|
2,823
|
|
|
|
6,198
|
|
|
|
(3,375
|
)
|
|
|
(54.5
|
)
%
|
Net
investment income
|
|
|
13,936
|
|
|
|
13,053
|
|
|
|
883
|
|
|
|
6.8
|
%
|
Net
realized investment (losses) /gains
|
|
|
(7,072
|
)
|
|
|
24
|
|
|
|
(7,096
|
)
|
|
|
N/M
|
|
Other
|
|
|
2,021
|
|
|
|
1,929
|
|
|
|
92
|
|
|
|
4.8
|
%
|
Interest
expense
|
|
|
(1,318
|
)
|
|
|
(1,215
|
)
|
|
|
(103
|
)
|
|
|
8.5
|
%
|
Income
before income taxes
|
|
|
10,390
|
|
|
|
19,989
|
|
|
|
(9,599
|
)
|
|
|
(48.0
|
)
%
|
Income
taxes
|
|
|
2,156
|
|
|
|
5,754
|
|
|
|
(3,598
|
)
|
|
|
(62.5
|
)
%
|
Net
Income
|
|
$
|
8,234
|
|
|
$
|
14,235
|
|
|
$
|
(6,001
|
)
|
|
|
(42.2
|
)
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss/
LAE ratio (GAAP)
|
|
|
62.4
|
%
|
|
|
62.2
|
%
|
|
|
0.2
|
%
|
|
|
|
|
Underwriting
expense ratio (GAAP)
|
|
|
35.7
|
%
|
|
|
33.6
|
%
|
|
|
2.1
|
%
|
|
|
|
|
Combined
ratio (GAAP)
|
|
|
98.1
|
%
|
|
|
95.8
|
%
|
|
|
2.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss/
LAE ratio (Statutory)
|
|
|
62.4
|
%
|
|
|
62.2
|
%
|
|
|
0.2
|
%
|
|
|
|
|
Underwriting
expense ratio (Statutory)
|
|
|
36.1
|
%
|
|
|
32.2
|
%
|
|
|
3.9
|
%
|
|
|
|
|
Combined
ratio (Statutory)
|
|
|
98.5
|
%
|
|
|
94.4
|
%
|
|
|
4.1
|
%
|
|
|
|
|
________________
(N/M
means “not meaningful”)
As
previously disclosed in our SEC filings, we paid an aggregate of $3.5 million,
including accrued interest, to the New Jersey Division of Taxation (the
“Division”) in retaliatory premium tax for the years 1999-2004. In conjunction
with making such payments, we filed notices of protest with the Division with
respect to the retaliatory tax imposed. The payments were made in response to
notices of deficiency issued by the Division of taxation.
We
received $4.3 million in 2007 as a reimbursement of protested payments of
retaliatory tax, including accrued interest thereon, previously made by us for
the periods 1999-2004. The refund was recorded, after reduction for Federal
income tax, in the amount of $2.8 million in the 2007 consolidated
statement of earnings. The allocation of the refund to 2007 pre-tax earnings
included an increase to net investment income
of
$720,000 for the interest received on the refund, and $3.6 million as a
reduction to other expense to recognize the recovery of amounts previously
charged to other expense. This is a non-recurring item which significantly
affected the earnings for the year ended December 31, 2007, and related
performance metrics such as the combined ratio.
Our GAAP
combined ratio for 2008 was 98.1%, as compared to a combined ratio for the prior
year of 95.8%. On a pro-forma basis, after removing the effect of the
non-recurring retaliatory tax refund described above, the GAAP combined ratio
for 2007 was 98.3%. The statutory combined ratio for 2008 and 2007
was 98.5% and 94.4%, respectively. See the discussion below relating
to commercial and personal lines performance.
Net
investment income increased $0.9 million or 6.8% to $13.9 million in 2008 as
compared to $13.1 million in 2007. This increase was driven by an
increase in average cash and invested assets. Net investment income
for 2007 included $720,000 of interest income as a result of the non-recurring
impact of the retaliatory tax refund. Average cash and invested
assets totaled $367 million for 2008 as compared to $333 million for 2007,
representing an increase of $34 million, driven by operating cash
flow.
Net
realized investment losses amounted to $7.1 million in 2008, which is primarily
driven by other than temporary impairment write-downs on investment securities,
a realized loss on the mark-to-market valuation on the interest rate swaps for
the trust preferred securities, offset in part by realized gains on the sales of
investments. Net realized investment gains amounted to $24,000 in
2007, which is primarily realized gains on the sales of investments, offset in
part by other than temporary impairments on investment securities and a realized
loss on the mark-to-market valuation on the interest rate swaps for the trust
preferred securities. See the discussion of other than temporary
impairments on investment securities in the “Critical Accounting Policies”
section. Other revenue of $2.0 million and $1.9 million in 2008 and
2007, respectively, represents primarily service charges recorded on insurance
premium payment plans. Interest expense of $1.3 million and $1.2
million in 2008 and 2007, respectively, represents interest charges on the trust
preferred obligations of FPIG.
Charts
and discussion relating to each of our segments (commercial lines underwriting,
personal lines underwriting, and the investment segment) follow with further
discussion below.
2008 vs. 2007 Revenue
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(In
thousands)
|
|
|
|
|
Direct
premiums written
|
|
$
|
165,377
|
|
|
$
|
182,907
|
|
|
$
|
(17,530
|
)
|
|
|
(9.6
|
)%
|
Net
premiums written
|
|
|
147,352
|
|
|
|
159,667
|
|
|
|
(12,315
|
)
|
|
|
(7.7
|
)%
|
Net
premiums earned
|
|
|
152,577
|
|
|
|
146,675
|
|
|
|
5,902
|
|
|
|
4.0
|
%
|
Net
investment income
|
|
|
13,936
|
|
|
|
13,053
|
|
|
|
883
|
|
|
|
6.8
|
%
|
Net
realized investment (losses) / gains
|
|
|
(7,072
|
)
|
|
|
24
|
|
|
|
(7,096
|
)
|
|
|
N/M
|
|
Other
revenue
|
|
|
2,021
|
|
|
|
1,929
|
|
|
|
92
|
|
|
|
4.8
|
%
|
Total
revenue
|
|
$
|
161,462
|
|
|
$
|
161,681
|
|
|
$
|
(219
|
)
|
|
|
(0.1
|
)%
|
(N/M
means “not meaningful”)
Total
revenues remained consistent at $161.5 million and $161.7 million in 2008 and
2007, respectively. Revenues were flat year-on-year due to the
significant realized loss on OTTI write-downs in 2008, which offset the growth
in net premiums earned and net investment income. Net premiums earned
totaled $152.6 million in 2008 as compared to $146.7 million in 2007,
representing a 4.0% or $5.9 million increase. Net premiums written decreased
$12.3 million or 7.7% to $147.4 million in 2008 as compared to $159.7 million in
2007. Net premiums earned increased 4.0% despite the 7.7% decline in
net premiums written. The decline in net premiums written is attributable to the
9.6% decline in direct premiums written, offset by the positive impact on net
premiums written of the change in reinsurance structure (in 2007 retention
increased to $750,000 from $250,000 and $350,000 in 2006 on FPIC’s casualty and
property lines, respectively, and from $500,000 on MIC’s, MICNJ’s and FIC’s 2006
property, casualty and workers’ compensation lines, and in 2008 to $850,000 from
$750,000). Direct premiums written and earned were negatively impacted by the
reduction in audit premium recorded during 2008, which is earned immediately
upon booking (see the discussion below for discussion of audit premium and
changes in reinsurance arrangements).
Net
investment income totaled $13.9 million in 2008, as compared to $13.1 million in
2007, representing a 6.8% or $0.9 million increase. Net investment
income for 2007 was impacted by the $720,000 non-recurring impact of the
retaliatory tax refund. Net realized investment losses amounted to
$7.1 million in 2008 as compared to net realized investment gains of $24,000 in
2007. The net realized investment loss in
2008 is primarily
driven by other than temporary impairments on investment securities, a realized
loss on the mark-to-market valuation on the interest rate swaps for the trust
preferred securities, offset in part by realized gains on the sales of
investments. The net realized investment gain in 2007 is primarily
driven by realized gains on the sales of investments, offset in part by other
than temporary impairments on investment securities and a realized loss on the
mark-to-market valuation on the interest rate swaps for the trust preferred
securities. See the discussion of other than temporary impairments on
investment securities in the “Critical Accounting Policies” section.
In 2008,
direct premiums written declined $17.5 million or 9.6% to $165.4 million as
compared to $182.9 million in 2007. The decline in direct premiums
written is attributable to a more difficult economic environment and competitive
market conditions. A decline in construction related activity and related audit
premium in California, increased competition on large accounts, as well as the
return of a number of competitors to the California contractor market and the
East Coast habitational market contributed to this decline.
The
decline in audit premium, as compared to the prior year, relates to a general
decline in construction related activity and failing businesses in the
construction industry, specifically in California, driven by a slowdown of the
residential housing market. Approximately 50% of FPIC’s business (and
approximately one-third of our business in total) is related to contractor
liability.
Commercial
multiple peril policies constitute a majority of the business written in FPIC’s
contractor book of business. The premium on these policies is estimated at
policy inception based on a prediction of the volume of the insured’s business
operations during the policy period. In addition to endorsing the policy
throughout the policy period based on known information, at policy expiration
FPIC conducts an audit of the insured’s business operations in order to adjust
the policy premium from an estimate to actual. Contractor liability policy
premium tends to vary with local construction activity as well as changes in the
nature of the contractor’s operations. The decline in construction related
activity and failing businesses in the construction industry has impacted both
the volume of premium for the contractor in-force book of business (and related
exposures) and the related audit premium on expiring policies. Audits, primarily
of construction related policies, generated return premium of $2.6 million
in 2008, representing a decline of $5.7 million as compared to $3.1 million
of additional premium that was generated in 2007.
The
decline in year-to-date direct premiums written reflects a continuing
competitive marketplace and declining levels of economic activity in our
operating territories. The current market is highly competitive, with pricing
and coverage competition being seen in virtually all classes of commercial
accounts, package policies, commercial automobile policies and in the
Pennsylvania personal auto market and Pennsylvania and New Jersey homeowners
markets, all of which makes it more challenging to retain our accounts on
renewal, or to renew a policy at the expiring premium. Competition also
continues on large accounts, particularly in the East Coast habitational and
California construction contracting programs, as competitors aggressively
compete for these higher premium accounts. Pricing in the property and casualty
insurance industry historically has been and remains cyclical. During a soft
market cycle, such as the current market condition, price competition is
prevalent, which makes it challenging to write and retain properly priced
personal and commercial lines business. We continue to work with our agents to
target classes of business and accounts compatible with our underwriting
appetite, which includes certain types of religious institution risks,
contracting risks, small business risks and property risks. Despite the pricing
pressures of the marketplace, management maintains a strong focus on its policy
of disciplined underwriting and pricing standards, declining business which it
determines is inadequately priced for its level of risk. In spite of these
competitive market conditions, our Group’s policy retention on renewal has been
favorable across most product lines.
In the
fourth quarter of 2008, a new Business Owners Policy for California risks was
introduced. This product targets small to medium sized businesses,
which have been shown to be somewhat less price sensitive than larger accounts.
This product also helps to balance FPIC’s business between property and casualty
exposures. Additionally, a new contracting product which specializes in covering
artisan contractors was introduced in 2009 in Arizona and California,
and is being developed for introduction in Nevada and Oregon in 2010. Artisan
contractors primarily provide repair and maintenance services, and this segment
tends to
experience less severe market fluctuations compared to the real estate
construction industry.
Effective
January 1, 2008, the Group increased its reinsurance retention to $850,000 (from
a maximum retention of $750,000 in 2007) on the casualty, property and workers’
compensation lines of business.
Pollution
coverage written by FPIC is now fully retained with a standard sub-limit of
$150,000 (and up to $300,000 on an exception basis). Prior to 2008,
FPIC reinsured 100% of its pollution coverage, which in the twelve months ended
December 31, 2007 represented $1.8 million of ceded written
premium. We also purchased an additional $1.0 million of surety
coverage (subject to a 10% retention), which resulted in an increased
reinsurance coverage to $4.5 million from $3.5 million per principal and a
maximum retention of $900,000 per principal as compared to the previous
$800,000. The net effect of these changes in reinsurance arrangements
increased net premiums written for 2008.
Growth
in Net Investment Income is discussed below.
2008 vs. 2007 Investment Income and Realized
Gains
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(In
thousands)
|
|
|
|
|
Fixed
income securities
|
|
$
|
14,871
|
|
|
$
|
13,356
|
|
|
$
|
1,515
|
|
|
|
11.3
|
%
|
Dividends
|
|
|
351
|
|
|
|
319
|
|
|
|
32
|
|
|
|
10.0
|
%
|
Cash,
cash equivalents & other
|
|
|
473
|
|
|
|
1,442
|
|
|
|
(969
|
)
|
|
|
(67.2
|
)
%
|
Gross
investment income
|
|
|
15,695
|
|
|
|
15,117
|
|
|
|
578
|
|
|
|
3.8
|
%
|
Investment
expenses
|
|
|
1,759
|
|
|
|
2,064
|
|
|
|
(305
|
)
|
|
|
(14.8
|
)
%
|
Net
investment income
|
|
$
|
13,936
|
|
|
$
|
13,053
|
|
|
$
|
883
|
|
|
|
6.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized losses - fixed income securities
|
|
$
|
(3,832
|
)
|
|
$
|
-
|
|
|
$
|
(3,832
|
)
|
|
|
N/M
|
|
Net
realized (losses) / gains - equity securities
|
|
|
(1,740
|
)
|
|
|
798
|
|
|
|
(2,538
|
)
|
|
|
N/M
|
|
Mark-to-market
valuation for interest rate swaps
|
|
|
(1,500
|
)
|
|
|
(774
|
)
|
|
|
(726
|
)
|
|
|
N/M
|
|
Net
realized (losses) / gains
|
|
$
|
(7,072
|
)
|
|
$
|
24
|
|
|
$
|
(7,096
|
)
|
|
|
N/M
|
|
______________
(N/M
means “not meaningful”)
|
In 2008
net investment income increased $0.9 million, or 6.8%, to
$13.9 million, as compared to $13.1 million in 2007. Net
investment income in 2007 benefited from the $720,000 non-recurring impact of
the retaliatory tax refund. The increase in net investment income in
2008 is the result of an increase in average cash and invested assets. Average
cash and invested assets totaled $367 million for 2008 as compared to $333
million for 2007, representing an increase of $33 million. The
increase in invested assets is driven primarily by operating cash flow,
including the benefits of the 2008 and 2007 reinsurance agreement changes, which
result in less premium being ceded to reinsurers.
In 2008
investment income on fixed income securities increased $1.5 million, or 11.3%,
to $14.9 million, as compared to $13.4 million in 2007. This was
driven by an increase in the average investments held in fixed income
securities, offset by a decline in the yield on investments. Our tax
equivalent yield (yield adjusted for tax-benefit received on tax-exempt
securities) on fixed income securities declined to 5.06% in 2008, as compared to
5.22% in 2007.
Dividend
income remained consistent at $351,000 in 2008 as compared to $319,000 in
2007. Interest income on cash and cash equivalents declined $1.0
million or 67.2% to $0.5 million in 2008, as compared to $1.4 million in 2007,
primarily as a result of the $720,000 of non-recurring interest received on the
retaliatory tax refund in 2007. Investment expenses declined $0.3
million or 14.8% to $1.8 million in 2008, from $2.1 million in
2007.
Net
realized losses in 2008 were $7.1 million, as compared to net realized gains of
$24,000 in 2007. In 2008 net realized losses of $7.1 million included
write-downs of securities determined to be other than-temporarily impaired of
$6.2 million, net gains on securities sales of $0.6 million, and a loss on the
mark-to-market valuation on the interest rate swaps of $1.5
million. In 2007 net realized gains of $24,000 included net gains on
securities sales of $0.9 million, a loss on the mark-to-market valuation on the
interest rate swaps
of $0.8
million, and write-downs of securities determined to be other than-temporarily
impaired of $0.1 million. Securities determined to be
other-than-temporarily impaired were written down to fair value at the time of
the write-down. See the discussion of other than temporary impairments on
investment securities in the Critical Accounting Policies section. We
have three ongoing interest rate swap agreements to hedge against interest rate
risk on our floating rate trust preferred securities. The estimated fair value
of the interest rates swaps is obtained from the third-party financial
institution counterparties. We mark the investments to market using these
valuations and records the change in the economic value of the interest rate
swaps as a realized gain or loss in the consolidated statement of
earnings.
Fixed
maturity investments represent 99.6% of invested assets, and as of December 31,
2008, the fixed income portfolio consists of 99.6% investment grade securities,
with the remaining 0.4% non-investment grade rated securities. The
0.4% includes three corporate securities held with a combined market value of
$1.2 million, and one asset-backed security held with a market value of $0.2
million. The fixed income portfolio has an average rating of Aa2/AA,
an average effective maturity of 5.0 years, an average duration of 3.5 years
with an average tax equivalent book yield of 5.06%.
Among our
portfolio holdings, the only subprime exposure consists of asset-backed
securities (ABS) within the home equity subsector. The ABS home
equity subsector totaled $0.6 million (book value) on December 31, 2008,
representing 4.1% of the ABS holdings, 0.7% of the total structured product
holdings, and 0.2% of total fixed income portfolio holdings. The
subprime related exposure consists of three individual securities, of which two
are insured by a monoline insurer against default of principal and
interest. However, since FGIC and AMBAC have been downgraded from
their previous AAA status, the two insured securities are now rated according to
the higher of the underlying collateral or the monoline rating. One
bond is rated Baa1/A while the other is rated Baa3/BB. With regard to
the remaining security without monoline insurance, it is rated Aa2/AA by Moody’s
and S&P, respectively. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” under the
subsection entitled “Quantitative and Qualitative Information about Market
Risk.”
The
estimated fair value and unrealized loss for securities in a temporary
unrealized loss position as of December 31, 2008 are as follows:
|
|
Less
than 12 Months
|
|
|
12
Months or Longer
|
|
|
Total
|
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
|
(In
Thousands)
|
|
U.S.
Treasury securities and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
obligations
of U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
government
corporations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
agencies
|
|
$
|
2,460
|
|
|
$
|
4
|
|
|
$
|
951
|
|
|
$
|
10
|
|
|
$
|
3,411
|
|
|
$
|
14
|
|
Obligations
of states and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
political
subdivisions
|
|
|
25,847
|
|
|
|
564
|
|
|
|
2,108
|
|
|
|
559
|
|
|
|
27,955
|
|
|
|
1,123
|
|
Corporate
securities
|
|
|
39,226
|
|
|
|
1,528
|
|
|
|
2,535
|
|
|
|
236
|
|
|
|
41,761
|
|
|
|
1,764
|
|
Mortgage-backed
securities
|
|
|
19,277
|
|
|
|
1,241
|
|
|
|
2,761
|
|
|
|
820
|
|
|
|
22,038
|
|
|
|
2,061
|
|
Total
fixed maturities
|
|
|
86,810
|
|
|
|
3,337
|
|
|
|
8,355
|
|
|
|
1,625
|
|
|
|
95,165
|
|
|
|
4,962
|
|
Total
equity securities
|
|
|
2,232
|
|
|
|
363
|
|
|
|
69
|
|
|
|
31
|
|
|
|
2,301
|
|
|
|
394
|
|
Total
securities in a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
temporary
unrealized loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
position
|
|
$
|
89,042
|
|
|
$
|
3,700
|
|
|
$
|
8,424
|
|
|
$
|
1,656
|
|
|
$
|
97,466
|
|
|
$
|
5,356
|
|
Fixed
maturity investments with unrealized losses for less than twelve months are
primarily due to changes in the interest rate environment and anomalies in
pricing in the current difficult market. At December 31, 2008 we had
11 fixed maturity securities with unrealized losses for more than twelve
months. Of the 11 securities with unrealized losses for more than
twelve months, all of them have fair values of no less than 72% of book value.
We do not believe these declines are other than temporary due to the credit
quality of the holdings.
In the
years ended December 31, 2008, 2007 and 2006, we recorded a pre-tax charge
to earnings of $6.2 million, $0.1 million and $0.1 million, respectively, for
write-downs of other than temporarily impaired securities. See the
discussion of recent downgrades and other than temporary impairments on
investment securities in the “Critical Accounting Policies”
section.
There are
12 common stock securities that are in an unrealized loss position at December
31, 2008. All of these securities have been in an unrealized loss
position for less than 6 months. There are 4 preferred stock
securities that are in an unrealized loss position at December 31,
2008. Three preferred stock securities have been in an unrealized
loss position for less than 8 months. One preferred stock
security has been in an unrealized loss position for more than twelve
months. We do not believe these declines are other than temporary as
a result of reviewing the circumstances of each such security in an unrealized
loss position. We currently have the ability and intent to hold these
securities until recovery.
The
following table summarizes the period of time that equity securities sold at a
loss during 2008 had been in a continuous unrealized loss position:
|
|
Fair
|
|
|
|
|
|
|
Value
on
|
|
|
Realized
|
|
Period of Time in an Unrealized Loss
Position
|
|
Sale
Date
|
|
|
Loss
|
|
|
|
(In
thousands)
|
|
0-6
months
|
|
$
|
1,544
|
|
|
$
|
986
|
|
7-12
months
|
|
|
118
|
|
|
|
54
|
|
More
than 12 months
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
1,662
|
|
|
$
|
1,040
|
|
The
equity securities sold at a loss had been expected to appreciate in value, but
due to unforeseen circumstances were sold so that sale proceeds could be
reinvested. Securities were sold due to a desire to reduce exposure
to certain issuers and industries or in light of unforeseen economic
conditions.
Results
of our Commercial Lines segment were as follows:
2008 vs. 2007 Commercial Lines
(CL)
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
CL
Direct premiums written
|
|
$
|
143,280
|
|
|
$
|
160,030
|
|
|
$
|
(16,750
|
)
|
|
|
(10.5
|
)
%
|
CL
Net premiums written
|
|
$
|
127,418
|
|
|
$
|
139,359
|
|
|
$
|
(11,941
|
)
|
|
|
(8.6
|
)
%
|
CL
Net premiums earned
|
|
$
|
132,425
|
|
|
$
|
125,427
|
|
|
$
|
6,998
|
|
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CL
Loss/ LAE expense ratio (GAAP)
|
|
|
61.3
|
%
|
|
|
60.8
|
%
|
|
|
0.5
|
%
|
|
|
|
|
CL
Expense ratio (GAAP)
|
|
|
35.5
|
%
|
|
|
34.4
|
%
|
|
|
1.1
|
%
|
|
|
|
|
CL
Combined ratio (GAAP)
|
|
|
96.8
|
%
|
|
|
95.2
|
%
|
|
|
1.6
|
%
|
|
|
|
|
In 2008
our commercial lines direct premiums written decreased by $16.8 million or 10.5%
to $143.3 million as compared to direct premium written in 2007 of $160.0
million. The decline in direct premiums written is attributed to
several factors, including a decline in construction related activity and
related audit premium in California, increased competition on large accounts,
and the return of a number of competitors to the California contractor market
and the East Coast habitational market. Our California contractors
book reflects the decreased economic activity in the California construction
market. Since the insurance premiums for these contractors generally reflect
their level of economic activity, the average premium per policy has fallen as
the insured’s business has contracted, resulting in lower insurance exposures
for these contractors. The retention levels in this book remain attractive, and
policy count is up year-over-year, despite the decline in direct premiums
written. See additional discussion above in the “2008 vs. 2007 Revenue”
discussion.
In 2008
our commercial lines net premiums earned increased by $7.0 million or 5.6% to
$132.4 million as compared to net premiums earned in 2007 of $125.4 million. Net
premiums earned increased 5.6% despite a 8.6% decline in net premiums written,
with the decline in net premiums written caused primarily by the
10.5%
decline in direct premiums written, offset by the positive impact on net
premiums written of the change in our reinsurance structure as described above.
Offsetting these factors was the reduction in audit premium recorded in 2008,
which is earned immediately upon booking.
In the
commercial lines segment for 2008 we had underwriting income of $4.2 million, a
GAAP combined ratio of 96.8%, a GAAP loss and loss adjustment expense ratio of
61.3% and a GAAP underwriting expense ratio of 35.5%, compared to underwriting
income of $6.0 million, a GAAP combined
ratio of 95.2%, a GAAP loss and
loss adjustment expense ratio of 60.8% and a GAAP underwriting expense ratio of
34.4% in 2007. Our commercial lines loss ratio for 2008 reflects a
higher frequency and claim severity than the similar period in 2007 for casualty
and property lines of business in our West Coast commercial lines business. The
performance of the commercial lines in 2007 was impacted favorably by the
non-recurring retaliatory tax refund.
Results
of our Personal Lines segment were as follows:
2008 vs. 2007 Personal Lines
(PL)
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
PL
Direct premiums written
|
|
$
|
22,097
|
|
|
$
|
22,877
|
|
|
$
|
(780
|
)
|
|
|
(3.4
|
)
%
|
PL
Net premiums written
|
|
$
|
19,934
|
|
|
$
|
20,308
|
|
|
$
|
(374
|
)
|
|
|
(1.8
|
)
%
|
PL
Net premiums earned
|
|
$
|
20,152
|
|
|
$
|
21,248
|
|
|
$
|
(1,096
|
)
|
|
|
(5.2
|
)
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PL
Loss/ LAE expense ratio (GAAP)
|
|
|
69.5
|
%
|
|
|
70.1
|
%
|
|
|
(0.6
|
)
%
|
|
|
|
|
PL
Expense ratio (GAAP)
|
|
|
37.6
|
%
|
|
|
28.8
|
%
|
|
|
8.8
|
%
|
|
|
|
|
PL
Combined ratio (GAAP)
|
|
|
107.1
|
%
|
|
|
98.9
|
%
|
|
|
8.2
|
%
|
|
|
|
|
Personal
lines direct premiums written declined to $22.1 million in 2008 as compared to
$22.9 million in 2007, representing a decline of $0.8 million or
3.4%. Our personal lines have also been impacted by increased
competition, similar to our commercial lines.
In the
personal lines segment for 2008 we had an underwriting loss of $1.4 million, a
GAAP combined ratio of 107.1%, a GAAP loss and loss adjustment expense ratio of
69.5% and a GAAP underwriting expense ratio of 37.6%, compared to underwriting
income of $0.2 million, a GAAP combined ratio of 98.9%, a GAAP loss and loss
adjustment expense ratio of 70.1% and a GAAP underwriting expense ratio of 28.8%
in 2007. Our personal lines loss ratio for 2007 reflected increased severity,
due to large losses related to a variety of causes including an increase in
water and freeze related claims. In addition, the 2007 expense ratio benefited
from the retaliatory tax refund previously noted.
Underwriting
Expenses and the Expense Ratio is discussed below.
2008 vs. 2007 Expenses and Expense
Ratio
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
Amortization
of Deferred Acquisition Costs
|
|
$
|
41,684
|
|
|
$
|
38,763
|
|
|
$
|
2,921
|
|
|
|
7.5
|
%
|
As
a % of net premiums earned
|
|
|
27.3
|
%
|
|
|
26.4
|
%
|
|
|
0.9
|
%
|
|
|
|
|
Other
underwriting expenses
|
|
|
12,851
|
|
|
|
10,528
|
|
|
|
2,323
|
|
|
|
22.1
|
%
|
Total
expenses excluding losses/ LAE
|
|
$
|
54,535
|
|
|
$
|
49,291
|
|
|
$
|
5,244
|
|
|
|
10.6
|
%
|
Underwriting
expense ratio
|
|
|
35.7
|
%
|
|
|
33.6
|
%
|
|
|
2.1
|
%
|
|
|
|
|
Underwriting
expenses increased by $5.2 million, or 10.6%, to $54.5 million in 2008, as
compared to $49.3 million in 2007. The increase in underwriting expenses
primarily reflects an increase in the amortization of deferred acquisition costs
in 2008 and the inclusion in 2007 of the non-recurring retaliatory tax refund,
which reduced other underwriting expenses by $3.6 million in
2007. The amortization of deferred acquisition costs increased in
2008 as compared to 2007 due to the increase in net earned
premiums. Underwriting expenses also reflect lower share-based
compensation expense and lower net contingent commission
expense. Lastly, underwriting expenses are impacted by the previously
discussed changes in the
2008 and
2007 reinsurance program whereby less ceded premium is being recorded and
accordingly less ceding commission is received, which increases underwriting
expenses and net acquisition costs.
2008 vs. 2007 Income Taxes
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
%
Change
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
Income
before income taxes
|
|
$
|
10,390
|
|
|
$
|
19,989
|
|
|
$
|
(9,599
|
)
|
|
|
(48.0
|
)%
|
Income
taxes
|
|
|
2,156
|
|
|
|
5,754
|
|
|
|
(3,598
|
)
|
|
|
(62.5
|
)%
|
Net
income
|
|
$
|
8,234
|
|
|
$
|
14,235
|
|
|
$
|
(6,001
|
)
|
|
|
(42.2
|
)%
|
Effective
tax rate
|
|
|
20.8
|
%
|
|
|
28.8
|
%
|
|
|
8.0
|
%
|
|
|
|
|
Federal
income tax expense was $2.2 million and $5.8 million for 2008 and 2007,
respectively. The effective tax rate was 20.8% and 28.8% for 2008 and
2007, respectively. The 2007 effective tax rate was impacted by an
unusually high amount of taxable income in the period caused by the retaliatory
tax refund, which increased the effective tax rate. The 2008
effective tax rate was impacted by the higher level of other than temporary
investment impairments, which caused tax-advantaged income (municipal bond
interest) to represent a higher proportion of income, reducing the effective tax
rate.
LIQUIDITY
AND CAPITAL RESOURCES
Our
insurance companies generate sufficient funds from their operations and maintain
a high degree of liquidity in their investment portfolios. The primary source of
funds to meet the demands of claim settlements and operating expenses are
premium collections, investment earnings and maturing investments.
Our
insurance companies maintain investment and reinsurance programs that are
intended to provide sufficient funds to meet their obligations without forced
sales of investments. This requires them to ladder the maturity of their
portfolios and thereby maintain a portion of their investment portfolio in
relatively short-term and highly liquid assets to ensure the availability of
funds.
The
principal source of liquidity for the Holding Company (which has modest expenses
and does not currently, or for the foreseeable future, need a significant
regular source of cash flow to cover these expenses other than its debt service
on its indebtedness to MIC, its quarterly dividend to shareholders, and the
funding necessary for any stock repurchases pursuant to the currently authorized
stock repurchase program) is dividend payments and other fees received from the
insurance subsidiaries, and payments it receives on the 10-year note it received
from the ESOP (see below) when the ESOP purchased shares at the time of the
conversion from a mutual to a stock form of organization (the “Conversion”). The
Holding Company also has access to an existing credit line under which it can
draw up to $7.5 million dollars, of which $3.0 million was
drawn
upon at
December
31, 2009
.
On April
16, 2008, the Holding Company was authorized by the Board of Directors to
repurchase, at management’s discretion, up to 5% of its outstanding stock. Any
such purchases will be funded by the Holding Company’s existing resources,
dividends from subsidiaries, or the credit line, or any combination of these
resources. As of December 31, 2009, the Holding Company had
purchased, pursuant to the authority granted by the Board on April 16, 2008, a
total of 123,300 shares of outstanding stock at an average cost of $15.89 per
share, and is holding the stock as treasury stock. In addition, 1,303
and 1,659 shares of stock were repurchased from employees in 2009 and 2008,
respectively, in order to pay the required tax withholdings on the vesting of
restricted stock under the stock incentive plan.
The
Group’s insurance companies are required by law to maintain a certain minimum
surplus on a statutory basis, and are subject to risk-based capital requirements
and to regulations under which payment of a dividend from statutory surplus may
be restricted and may require prior approval of regulatory
authorities. See discussion of restrictions on dividends and
distributions in the section “Business – Regulation”.
Additionally,
there is a covenant in the Group’s line of credit agreement that requires the
Group to maintain at least 50% of its insurance companies’ capacity to pay
dividends without pre-approval by state regulatory authorities.
As part
of the funding of the acquisition of FPIG, MIC entered into a loan agreement
with MIG, by which it advanced on September 30, 2005, a loan of
$10 million with a 20-year note and a fixed interest rate
of 4.75%,
repayable in 20 equal annual installments. MIG has no special
limitations on its ability to take periodic dividends from its insurance
subsidiaries except for normal dividend restrictions administered by the
respective domiciliary state regulators as described above. The Group
believes that the resources available to MIG will be adequate for it to meet its
obligation under the note to MIC, the line of credit and its other
expenses.
MIG began
paying quarterly dividends of $0.05 per common share in the second quarter of
2006. On April 16, 2008, MIG’s Board of Directors increased the
quarterly dividend from $0.05 per share of common stock to $0.075 per share of
common stock, effective with the payment of the June 27, 2008
dividend. The amount of dividends paid during 2009 and 2008 totaled
$1.9 million and $1.7 million, respectively. The shareholder dividend
was funded from the Group’s insurance companies, for which approval was sought
and received (where necessary) from each of the insurance companies’ primary
regulators.
The Group
maintains an Employee Stock Ownership Plan (ESOP), which purchased 626,111
shares from the Group at the time of the Conversion in return for a note bearing
interest at 4% on the principal amount of $6,261,110. MIC makes annual
contributions to the ESOP sufficient for it to make its required annual payment
under the terms of the loan to the Holding Company. It is anticipated that
approximately 10% of the original ESOP shares will be allocated annually to
employee participants of the ESOP. An expense charge is booked ratably during
each year for the shares committed to be allocated to participants that year,
determined with reference to the fair market value of the Group’s stock at the
time the commitment to allocate the shares is accrued and recognized. The
issuance of the shares to the ESOP was fully recognized in the additional
paid-in capital account at Conversion, with a contra account entitled Unearned
ESOP Shares established in the stockholders’ equity section of the balance sheet
for the unallocated shares at an amount equal to their original per-share
purchase price. Shareholder dividends received on unallocated ESOP
shares are used to pay-down principal and interest owed on the loan to the
Holding Company.
The Group
adopted a stock-based incentive plan at its 2004 annual meeting of shareholders.
Pursuant to that plan, the Group may issue a total of 876,555 shares, which
amount will increase automatically each year by 1% of the number of shares
outstanding at the end of the preceding year. At December 31, 2009, the shares
authorized under the plan have been increased under this provision to 1,206,091
shares. During 2009, the Group made no grants of restricted stock,
incentive stock options and non-qualified stock options. There were
10,000 stock options which expired unexercised in 2009.
Total
assets increased 5%, or $26.4 million, to $595.4 million, at December 31, 2009,
as compared to $569.0 million at December 31, 2008. The Group’s
cash and invested assets increased $33.5 million or 9%, primarily due to net
cash provided by operating activities. Premiums receivable increased $2.2
million or 7%, primarily due to timing differences in the recording and
collecting of premium. Reinsurance receivables decreased $6.8 million
or 8%, reflecting the decrease in ceded loss and loss adjustment expense
reserves. Prepaid reinsurance premiums decreased $1.2 million or 17%,
principally due to changes in certain of the Group’s reinsurance contracts,
whereby fewer unearned premium reserves are ceded. Property and
equipment increased $5.4 million, or 33%, due primarily to construction of a new
building in Rocklin, California, as well as capitalization of internally
developed software costs. Additionally, the deferred income tax asset
decreased $4.9 million or 50%, due to the change in deferred taxes on the
unrealized gains on securities as well as changes in a variety of temporary
differences items.
Total
liabilities increased 1% or $3.4 million, to $435.1 million at December 31, 2009
as compared to $431.7 million at December 31, 2008, primarily as a result
of the increases in loss and loss adjustment expense reserves of $7.3 million or
2%, and other reinsurance balances of $0.9 million or 8%, offset by declines in
unearned premiums of $3.8 million or 5%, and accounts payable and accrued
expenses of $1.1 million or 9%. The unearned premiums decline
primarily reflected the reduction in written premiums. Accounts
payable and accrued expenses declined primarily due to cost saving measures
reducing operating expenses. Other reinsurance balances increased
primarily as a result of increased contingent ceding commissions payable on
reinsurance contracts.
Total
stockholders’ equity increased $22.9 million or 17%, to
$160.2 million, at December 31, 2009, from $137.3 million at
December 31, 2008, primarily due to net income of $13.8 million, changes in
unrealized holding gains and losses on securities of $9.8 million, stock
compensation plan amortization of $0.3 million, and ESOP shares committed to be
allocated to participants of $1.0 million, offset by stockholder dividends of
$1.9 million and changes in valuation for the defined benefit pension plan of
$0.1 million.
IMPACT
OF INFLATION
Inflation
increases consumers’ needs for property and casualty insurance coverage.
Inflation also increases claims incurred by property and casualty insurers as
property repairs, replacements and medical expenses increase. These cost
increases reduce profit margins to the extent that rate increases are not
implemented on an adequate and timely basis. We establish property and casualty
insurance premiums levels before the amount of losses and loss expenses, or the
extent to which inflation may affect these expenses, are known. Therefore, our
insurance companies attempt to anticipate the potential impact of inflation when
establishing rates. Because inflation has remained relatively low in recent
years, financial results have not been significantly affected by
inflation.
Inflation
also often results in increases in the general level of interest rates, and,
consequently, generally results in increased levels of investment income derived
from our investments portfolio.
RECENT
ACCOUNTING PRONOUNCEMENTS
In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
guidance on how in a business combination an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed and any noncontrolling interest in the acquiree. In
addition, it provides revised guidance on the recognition and measurement of
goodwill acquired in the business combination, and provides guidance specific to
the recognition, classification, and measurement of assets and liabilities
related to insurance and reinsurance contracts acquired in a business
combination. The guidance applies to business combinations for
acquisitions occurring on or after January 1, 2009, and accordingly does
not impact the Group’s previous transactions involving purchase
accounting.
In
February 2008, the FASB provided guidance which delayed the application
fair value measurement until January 1, 2009 for non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the consolidated financial statements on a recurring basis. The delayed
application did not have a material impact on the Group’s results of operations,
financial condition, or liquidity.
In
March 2008, the FASB issued guidance changing the disclosure requirements
for derivative instruments and hedging activities and specifically requires
qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of, and gains and losses on,
derivative instruments, and disclosures about credit-risk-related contingent
features in derivative agreements. The guidance is effective for financial
statements issued for fiscal years beginning after November 15,
2008. The guidance did not have a material effect on the Group’s
disclosures.
In
April 2009, the FASB issued guidance relating to required disclosures
concerning the fair value of financial instruments when a publicly traded
company issues financial information for interim reporting periods. The
requirements are effective for interim reporting periods ending after
June 15, 2009. The disclosures required by the guidance have been included
in the notes to the consolidated financial statements.
In
April 2009, the FASB issued guidance which changes the amount determined to
be an other-than-temporary impairment when there are non-credit losses on a debt
security which management does not intend to sell and for which it is
more-likely-than-not the entity will not have to sell the security prior to
recovery of the non-credit impairment. In these situations, the portion of the
total impairment that is related to the credit loss would be recognized as a
charge against earnings, and the remaining portion would be included in other
comprehensive income. These pronouncements are effective for interim and annual
reporting periods ending after June 15, 2009. The guidance also required
the Group to analyze securities held as of the adoption date which were the
subject of previous other-than-temporary impairment charges in order to
determine a cumulative effect adjustment to the opening balance of retained
earnings and other comprehensive income at adoption. The Group reviewed the
securities held prior to adoption which were the subject of previous
other-than-temporary impairment charges, and concluded that no material amount
of non-credit impairment had been previously recognized. Adoption did not have a
material impact on the Group’s results of operations, financial condition, or
liquidity.
In
April 2009, the FASB issued guidance which addresses the factors that
determine whether there has been a significant decrease in the volume and level
of activity for an asset or liability when compared to the normal market
activity. This guidance provides that if it has been determined that the volume
and level of activity has significantly decreased and that transactions are not
orderly, further analysis is required and significant adjustments to the quoted
prices or transactions might be needed. The guidance is effective for interim
and annual reporting periods ending after June 15, 2009. Adoption did not
have a material impact on the Group’s results of operations, financial
condition, or liquidity.
In
May 2009, the FASB issued guidance which establishes the standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued. This Statement also requires the
disclosure of the date through which subsequent events have been evaluated. The
Company adopted this standard and performed a review of subsequent events
through the date of issuance of these financial statements, March 16, 2010, in
evaluating the need for disclosure. The guidance did not have a material impact
on the Company’s consolidated financial statements.
In
June 2009, the FASB issued guidance that establishes the FASB Accounting
Standards Codification as the source of authoritative GAAP for nongovernmental
entities. The Codification will supersede all existing non-SEC accounting and
reporting standards. The Codification is effective for financial statements
issued for interim and annual periods ending after September 15, 2009. As
the Codification will not change existing GAAP, the guidance will not have an
impact on our financial condition or results of operations but will change the
way the Company refers to GAAP accounting standards.
In August
2009, the FASB issued guidance related to fair value measurements and
disclosures for liabilities, which amends earlier guidance related to fair value
measurements and disclosures. The new guidance provides clarification in
circumstances where a quoted price in an active market for an identical
liability is not available, and a reporting entity is required to measure fair
value using one or more valuation techniques. In addition, the new guidance also
addresses practical difficulties where fair value measurements based on the
price that would be paid to transfer a liability to a new obligor and
contractual or legal requirements that prevent such transfers from taking place.
The Company adopted the new standard which became effective for the annual
reporting period ended December 31, 2009. The adoption of the new standard
did not have a material impact on the Company’s consolidated financial
statements.
OFF
BALANCE SHEET COMMITMENTS AND CONTRACTUAL OBLIGATIONS
The Group
was not a party to any unconsolidated arrangement or financial instrument with
special purpose entities or other vehicles at December 31, 2009 that would
give rise to previously undisclosed market, credit or financing
risk.
The Group
and its subsidiaries have no significant contractual obligations at
December 31, 2009, other than their insurance obligations under their
policies of insurance, trust preferred securities, a line of credit obligation,
and operating lease obligations. Projected cash disbursements pertaining to
these obligations at December 31, 2009, are as follows:
|
|
Jan.
1, 2010
|
|
|
Jan.
1, 2011
|
|
|
Jan.
1, 2013
|
|
|
After
|
|
|
|
|
|
|
to
Dec. 31,
|
|
|
to
Dec. 31,
|
|
|
to
Dec. 31,
|
|
|
Dec.
31,
|
|
|
|
|
|
|
2010
|
|
|
2012
|
|
|
2014
|
|
|
2014
|
|
|
Total
|
|
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
property and casualty
insurance
reserves
|
|
$
|
69,389
|
|
|
|
83,584
|
|
|
|
48,324
|
|
|
|
110,051
|
|
|
$
|
311,348
|
|
Trust
preferred securities, net
principal
outstanding
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,592
|
|
|
|
15,592
|
|
Interest
expense relating to
trust
preferred securities
|
|
|
1,390
|
|
|
|
2,783
|
|
|
|
2,780
|
|
|
|
25,552
|
|
|
|
32,505
|
|
Line
of credit
|
|
|
3,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,000
|
|
Operating
leases
|
|
|
61
|
|
|
|
106
|
|
|
|
46
|
|
|
|
—
|
|
|
|
213
|
|
Total
contractual obligations
|
|
$
|
73,840
|
|
|
|
86,473
|
|
|
|
51,150
|
|
|
|
151,195
|
|
|
$
|
362,658
|
|
The
timing of the amounts for gross property and casualty insurance reserves are an
estimate based on historical experience and expectations of future payment
patterns. However, the timing of these payments may vary
significantly from the amounts stated above.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
General.
Market
risk is the risk that we will incur losses due to adverse changes in market
rates and prices. We have exposure to three principal types of market risk
through our investment activities: interest rate risk, credit risk and equity
risk. Our primary market risk exposure is to changes in interest rates, although
in the current difficult fixed income market we also are very concerned about
credit risk. We have not entered, and do not plan to enter, into any derivative
financial instruments for hedging, trading or speculative purposes, other than
the interest rate swap agreements that hedge the floating rate trust preferred
securities which were assumed as part of the FPIG acquisition.
Interest
Rate Risk
Interest
rate risk is the risk that we will incur economic losses due to adverse changes
in interest rates. Our exposure to interest rate changes primarily results from
our significant holdings of fixed rate investments. Fluctuations in interest
rates have a direct impact on the market valuation of these
securities. Our available-for-sale portfolio of fixed-income
securities is carried on the balance sheet at fair value. Therefore,
an adverse change in market prices of these securities would result in losses
reflected on the balance sheet.
The
average duration of our fixed maturity investments, excluding mortgage-backed
securities that are subject to prepayment, was approximately 4.3 years as of
December 31, 2009. As a result, the market value of our
investments may fluctuate in response to changes in interest rates. In addition,
we may experience investment losses to the extent our liquidity needs require
the disposition of fixed maturity securities in unfavorable interest rate
environments.
Fluctuations
in near-term interest rates could have an impact on the results of operations
and cash flows. Certain of these fixed income securities have call features. In
a declining interest rate environment, these securities may be called by their
issuer and replaced with securities bearing lower interest rates. In a rising
interest rate environment, we may sell these securities (rather than holding to
maturity) and receive less than we paid for them.
As a
general matter, we do not attempt to match the durations of our assets with the
durations of our liabilities. Instead, we ladder the maturities of our
investments. Our goal is to maximize the total return on all of our investments.
An important strategy that we employ to achieve this goal is to try to hold
enough in cash and short-term investments in order to avoid liquidating
longer-term investments to pay claims.
The table
below shows the interest rate sensitivity of our fixed income financial
instruments measured in terms of market value (which is equal to the carrying
value for all our securities).
|
|
As
of December 31, 2009
Market
Value
|
|
|
|
-100
Basis
|
|
|
No
Rate
|
|
|
+100
Basis
|
|
|
|
Point
Change
|
|
|
Change
|
|
|
Point
Change
|
|
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds
and preferred stocks
|
|
$
|
382,498
|
|
|
$
|
366,599
|
|
|
$
|
350,224
|
|
Cash
and cash equivalents
|
|
|
39,927
|
|
|
|
39,927
|
|
|
|
39,927
|
|
Total
|
|
$
|
422,425
|
|
|
$
|
406,526
|
|
|
$
|
390,151
|
|
Credit
Risk
As of
December 31, 2009, the fixed income portfolio consists of 99% investment grade
securities, with 1% non-investment grade rated securities, which includes three
corporate securities held with a combined market value of $1.3 million, three
asset-backed securities held with a combined market value of $0.6
million,
one mortgage-backed security with a market value of $0.1 million, and one small
tax-exempt municipal bond. The fixed income portfolio has an average
rating of Aa3/AA and an average tax equivalent book yield of
5.14%.
Municipal
Bond Holding Exposure
The
overall credit quality, based on weighted average Standard & Poor’s
(S&P) ratings or equivalent when the S&P rating is not available, of the
total $143 million municipal fixed income portfolio is:
|
•
|
“AA+”
including insurance enhancement
|
|
•
|
“AA”
excluding insurance enhancement
|
|
•
|
99%
of the underlying ratings are “A-” or
better
|
|
•
|
90%
of the underlying ratings are “AA-” or
better
|
The
municipal fixed income portfolio with insurance enhancement represents $94
million, or 66% of the total municipal fixed income portfolio.
|
•
|
The
average credit quality with insurance enhancement is
“AA”
|
|
•
|
The
average credit quality of the underlying, excluding insurance enhancement,
is “AA”
|
|
•
|
Each
municipal fixed income investment is evaluated based on its underlying
credit fundamentals, irrespective of credit enhancement provided by bond
insurers
|
The
municipal fixed income portfolio without insurance enhancement represents $49
million, or 34% of the total municipal fixed income portfolio.
|
•
|
The
average credit quality of those securities without enhancement is
“AA+”
|
The
following represents the Group’s municipal fixed income portfolio as of December
31, 2009:
|
|
Average
Credit
|
Market
|
|
%
of Total
Muni
|
|
Unrealized
|
|
|
Rating
|
Value
|
|
Portfolio
|
|
Gain/Loss
|
|
|
|
|
|
|
|
|
Uninsured
Securities
|
|
AA+
|
$49,086,825
|
|
35%
|
|
$2,275,187
|
|
|
|
|
|
|
|
|
Securities
with Insurance Enhancement
|
|
AA
|
$94,206,172
|
|
65%
|
|
$4,312,393
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
143,292,997
|
|
100%
|
|
$6,587,580
|
The
following represents the Group’s ratings on the municipal fixed income portfolio
as of December 31, 2009:
|
|
|
(1)
|
|
|
|
|
|
(2)
|
|
|
|
|
|
(3)
|
|
|
|
|
|
(1)
+ (2)
|
|
|
|
|
|
(1)
+ (3)
|
|
|
|
|
|
|
|
Municipal
|
|
|
|
|
|
Municipal
|
|
|
|
|
|
Municipal
|
|
|
|
|
|
Municipal
|
|
|
|
|
|
Municipal
|
|
|
|
|
|
|
|
Non-insured
|
|
|
|
|
|
Insured
Bonds
|
|
|
|
|
|
Insured
Bonds
|
|
|
|
|
|
Total
Bonds
|
|
|
|
|
|
Total
Bonds
|
|
|
|
|
|
|
|
Bonds
|
|
|
|
|
|
(with
insured
|
|
|
|
|
|
(with
underlying
|
|
|
|
|
|
(with
insured
|
|
|
|
|
|
(with
underlying
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
rating)
|
|
|
|
|
|
credit
rating)
|
|
|
|
|
|
rating)
|
|
|
|
|
|
credit
rating)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rating
|
|
|
Market
Value
|
|
|
%
|
|
Market
Value
|
|
|
%
|
|
Market
Value
|
|
|
%
|
|
Market
Value
|
|
|
%
|
|
Market
Value
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAA
|
|
|
$
|
32,634,368
|
|
|
|
66.5
|
%
|
|
$
|
34,076,842
|
|
|
|
36.2
|
%
|
|
$
|
9,654,567
|
|
|
|
10.2
|
%
|
|
$
|
66,711,210
|
|
|
|
46.6
|
%
|
|
$
|
42,288,935
|
|
|
|
29.5
|
%
|
AA+
|
|
|
|
2,403,200
|
|
|
|
4.9
|
%
|
|
|
22,101,339
|
|
|
|
23.5
|
%
|
|
|
28,492,347
|
|
|
|
30.2
|
%
|
|
|
24,504,539
|
|
|
|
17.1
|
%
|
|
|
30,895,547
|
|
|
|
21.6
|
%
|
AA
|
|
|
|
11,232,731
|
|
|
|
22.9
|
%
|
|
|
22,654,289
|
|
|
|
24.0
|
%
|
|
|
28,425,402
|
|
|
|
30.2
|
%
|
|
|
33,887,020
|
|
|
|
23.6
|
%
|
|
|
39,658,133
|
|
|
|
27.7
|
%
|
AA-
|
|
|
|
1,338,200
|
|
|
|
2.7
|
%
|
|
|
11,508,481
|
|
|
|
12.2
|
%
|
|
|
14,306,514
|
|
|
|
15.2
|
%
|
|
|
12,846,681
|
|
|
|
9.09
|
%
|
|
|
15,644,714
|
|
|
|
10.9
|
%
|
A+
|
|
|
|
|
|
|
|
|
|
|
|
1,722,541
|
|
|
|
1.8
|
%
|
|
|
3,410,927
|
|
|
|
3.6
|
%
|
|
|
1,722,541
|
|
|
|
1.2
|
%
|
|
|
3,410,927
|
|
|
|
2.4
|
%
|
A
|
|
|
|
1,478,326
|
|
|
|
3.0
|
%
|
|
|
1,071,140
|
|
|
|
1.1
|
%
|
|
|
5,829,345
|
|
|
|
6.2
|
%
|
|
|
2,549,466
|
|
|
|
1.8
|
%
|
|
|
7,307,671
|
|
|
|
5.1
|
%
|
A-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,015,530
|
|
|
|
3.2
|
%
|
|
|
-
|
|
|
|
0.0
|
%
|
|
|
3,015,530
|
|
|
|
2.1
|
%
|
BBB-
|
|
|
|
|
|
|
|
|
|
|
|
1,071,540
|
|
|
|
1.1
|
%
|
|
|
1,071,540
|
|
|
|
1.1
|
%
|
|
|
1,071,540
|
|
|
|
0.7
|
%
|
|
|
1,071,540
|
|
|
|
0.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
49,086,825
|
|
|
|
|
|
|
$
|
94,206,172
|
|
|
|
|
|
|
$
|
94,206,172
|
|
|
|
|
|
|
$
|
143,292,997
|
|
|
|
|
|
|
$
|
143,292,997
|
|
|
|
|
|
Insured
municipals generally carry two ratings: a standalone rating based on individual
fundamentals and an insured rating based on the claims paying ability of the
issuer’s monoline insurer (if the issue is insured). When a monoline
insurer is downgraded, the underlying rating on insured municipal bonds will
reflect either the municipality or revenue bonds’ underlying credit rating
itself or the insured rating, whichever is higher. Since the monoline
insurers have experienced sharp downgrades, the monoline enhancement provides no
credit quality improvement to the aggregate portfolio versus the average
weighted sum of the underlying credit ratings.
As of
December 31, 2009, all of the Group’s municipal bonds carry an underlying rating
of at least an A- or better by S&P or Moody’s, except $1 million of Puerto
Rico Commonwealth bonds due in 2013. These bonds are rated Baa3/BBB-. The bonds
were originally rated A3/A due to the insurance provided by the monoline
insurer, FGIC. When FGIC was downgraded, the Puerto Rico municipal bonds were
rated at their underlying or standalone rating of Baa3/BBB-, as FGIC was
downgraded to Caa3/CC. Both agencies have subsequently withdrawn
ratings of FGIC.
Structured
Product Exposure
The
Group’s structured product exposure includes commercial mortgage backed
securities (CMBS), residential mortgage backed securities (MBS) and asset backed
securities (ABS). The total book value, as of December 31, 2009, was
$74.2 million and represented 21.3% of the total invested fixed income
assets.
At year
end, the single CMBS position held was equal to $0.3 million (book value),
representing 0.3% of the total structured product holdings. This CMBS
security is rated Aaa/AAA by Moody’s and S&P, and is fully guaranteed by the
Federal government.
MBS
positions totaled $55.2 million (book value), representing 75% of the total
structured product holdings. The MBS securities consist of both pass-through and
collateralized mortgage obligation (CMO) structures. The
pass-throughs are all agency sponsored securities and have a Aaa/AAA
rating. Among the CMO’s, a majority are agency sponsored and as a
result, also have a Aaa/AAA rating. The non-agency backed securities
represent 2.9% of the CMO holdings and 0.6% of total MBS holdings; two of the
three of non-agency CMO’s have a Aaa/AAA rating by Moody’s or S&P and one
security is rated CCC by S&P and unrated by Moody’s.
ABS
holdings totaled $18.6 million (book value), representing 25% of the total
structured product holdings. The ABS securities consist of a diversified blend
of subsectors including, automobile loan and credit card receivables, equipment
financing, home equity, rate reduction bonds, among other
ABS. Outside of three holdings of home equity (sub-prime) and one
split rated (Aa3/AAA) automobile trust, all other ABS securities are rated
Aaa/AAA by Moody’s and S&P.
The ABS
home equity subsector totaled $0.5 million (book value) on December 31, 2009,
representing 3.21% of the ABS holdings, 0.67% of the total structured product
holdings, and 0.14% of total fixed income portfolio holdings. The
subprime related exposure consists of three individual securities, of which two
are insured by monolines against default of principal and
interest. However, since FGIC is no longer rated and AMBAC has been
downgraded to Caa2/CC, the two insured securities are now rated according to the
higher of the underlying collateral or the monoline rating. One bond
is rated Ba3/BB while the other is rated Caa2/CCC. With regard to the
remaining security without monoline insurance, it is rated A3/B by Moody’s and
S&P, respectively.
There are
two sectors where the Group has indirect exposure to subprime securities.
These are the U.S. agency and investment grade corporate sectors. As
of December 31, 2009, the Group held $7.9 million (book value) of agency
debentures, consisting predominately of Fannie Mae, Federal Home Loan Bank,
Freddie Mac, and Federal Farm Credit Bank securities.
The
second sector of the market in which the Group has indirect exposure to subprime
securities is the investment grade corporate market. As of December
31, 2009, the Group’s portfolio held $124.1 million (book value) of corporate
bonds inclusive of FDIC-insured debt issued under the TLGP program. Among
the corporate credit exposure, $21 million or 17.5% of the holdings, were
non-insured financial issues. While the outlook of the banking, brokerage,
finance, insurance and REIT sectors of the investment grade corporate
market
has improved, challenges and uncertainty remain. Although some issuers,
particularly banks, will continue to closely monitor and potentially increase
loss reserve levels, it is expected that these issuers will continue to pay
principal and interest in accordance with original terms.
Equity
Risk
Equity
price risk is the risk that we will incur economic losses due to adverse changes
in equity prices. Our exposure to changes in equity prices primarily results
from our holdings of common stocks, mutual funds and other equities. Our
portfolio of equity securities is carried on the balance sheet at fair value.
Therefore, an adverse change in market prices of these securities would result
in losses reflected in the balance sheet. Portfolio characteristics are analyzed
regularly and market risk is actively managed through a variety of techniques.
In accordance with accounting principles generally accepted in the United States
of America, when an equity security becomes other than temporarily impaired, we
record this impairment as a charge against earnings. For the year
ended December 31, 2009, we recorded a pre-tax charge to earnings of $0.4
million for write-downs of other than temporarily impaired equity
securities. See discussion of other than temporary impairments on
investment securities under Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Critical Accounting
Policies.
Group and
industry concentrations are monitored by the Board of Directors. At
December 31, 2009, our equity portfolio made up 2.5% of the Group’s total
investment portfolio. At December 31, 2009, investments in the Retail
Specialty sector represented 44%, the pharmaceutical sector 19%, the financial
sector 16%, while investments in energy companies and information technology
companies represented 7%, and 14%, respectively, of the equity portfolio at
December 31, 2009. The table below summarizes the Group’s equity
price risk and shows the effect of a hypothetical 20% increase and a 20%
decrease in market prices as of December 31, 2009. The selected
hypothetical changes do not indicate what could be the potential best or worst
case scenarios.
|
|
|
|
Estimated
Fair
|
|
|
Hypothetical
|
|
Estimated
Fair
|
|
|
|
Value
After
|
|
|
Percentage
Increase
|
|
Value
of Equity
|
|
|
|
Hypothetical
|
|
|
(Decrease)
in
|
|
Securities
at
|
|
Hypothetical
|
|
Change
in
|
|
|
Stockholders'
|
|
12/31/09
|
|
Price
Change
|
|
Prices
|
|
|
Equity
(1)
|
|
(Dollars
in thousands)
|
|
$
|
9,484
|
|
20%
increase
|
|
$
|
11,381
|
|
|
|
0.8
|
%
|
$
|
9,484
|
|
20%
decrease
|
|
$
|
7,587
|
|
|
|
(0.8
|
%)
|
_________
ITEM
8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
Report of Independent
Registered Public Accounting Firm
The Board
of Directors and Stockholders
Mercer
Insurance Group, Inc.
We have
audited the accompanying consolidated balance sheets of Mercer Insurance Group,
Inc. and subsidiaries as of December 31, 2009 and 2008, and the related
consolidated statements of earnings, stockholders’ equity, and cash flows for
each of the years in the three-year period ended December 31, 2009. These
consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Mercer Insurance Group, Inc.
and subsidiaries as of December 31, 2009 and 2008, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2009, in conformity with U.S. generally accepted accounting
principles.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Mercer Insurance Group, Inc.’s internal control
over financial reporting as of December 31, 2009, based on criteria established
in
Internal Control—Integrated
Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated March 16, 2010, expressed an
unqualified opinion on the effectiveness of the Company’s internal control over
financial reporting.
/s/ KPMG
LLP
Philadelphia,
Pennsylvania
March 16,
2010
MERCER
INSURANCE GROUP, INC. AND SUBSIDIARIES
Consolidated
Balance Sheets
December 31,
2009 and 2008
(Dollars in thousands, except share
amounts)
|
|
2009
|
|
|
2008
|
|
Assets
|
|
|
|
|
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
Fixed-income
securities, available for sale, at fair value
(cost
$348,635 and $331,075, respectively)
|
|
$
|
365,464
|
|
|
|
334,087
|
|
Equity
securities, at fair value (cost $7,516 and $9,232,
respectively)
|
|
|
9,484
|
|
|
|
10,203
|
|
Total
investments
|
|
|
374,948
|
|
|
|
344,290
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
39,927
|
|
|
|
37,043
|
|
Premiums
receivable
|
|
|
36,405
|
|
|
|
34,165
|
|
Reinsurance
receivables
|
|
|
79,599
|
|
|
|
86,443
|
|
Prepaid
reinsurance premiums
|
|
|
5,871
|
|
|
|
7,096
|
|
Deferred
policy acquisition costs
|
|
|
18,876
|
|
|
|
20,193
|
|
Accrued
investment income
|
|
|
4,287
|
|
|
|
3,901
|
|
Property
and equipment, net
|
|
|
21,516
|
|
|
|
16,144
|
|
Deferred
income taxes
|
|
|
4,941
|
|
|
|
9,814
|
|
Goodwill
|
|
|
5,416
|
|
|
|
5,416
|
|
Other
assets
|
|
|
3,568
|
|
|
|
4,481
|
|
Total
assets
|
|
$
|
595,354
|
|
|
|
568,986
|
|
Liabilities
and Equity
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Losses
and loss adjustment expenses
|
|
$
|
311,348
|
|
|
|
304,000
|
|
Unearned
premiums
|
|
|
76,601
|
|
|
|
80,408
|
|
Accounts
payable and accrued expenses
|
|
|
12,150
|
|
|
|
13,283
|
|
Other
reinsurance balances
|
|
|
12,386
|
|
|
|
11,509
|
|
Trust
preferred securities
|
|
|
15,592
|
|
|
|
15,576
|
|
Advances
under line of credit
|
|
|
3,000
|
|
|
|
3,000
|
|
Other
liabilities
|
|
|
4,069
|
|
|
|
3,940
|
|
Total
liabilities
|
|
|
435,146
|
|
|
|
431,716
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
Equity:
|
|
|
|
|
|
|
|
|
Preferred
stock, no par value, authorized 5,000,000 shares, no
shares
issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common
stock, no par value, authorized 15,000,000 shares,
issued
7,074,333 shares, outstanding
6,883,498
and 6,801,095 shares
|
|
|
-
|
|
|
|
-
|
|
Additional
paid-in capital
|
|
|
72,139
|
|
|
|
71,369
|
|
Accumulated
other comprehensive income
|
|
|
12,220
|
|
|
|
2,494
|
|
Retained
Earnings
|
|
|
86,101
|
|
|
|
74,138
|
|
Unearned
ESOP shares
|
|
|
(1,878
|
)
|
|
|
(2,505
|
)
|
Treasury
stock, 632,076 and 621,773 shares
|
|
|
(8,374
|
)
|
|
|
(8,226
|
)
|
Total
stockholders’ equity
|
|
|
160,208
|
|
|
|
137,270
|
|
Total
liabilities and stockholders’ equity
|
|
$
|
595,354
|
|
|
|
568,986
|
|
See
accompanying notes to consolidated financial statements.
MERCER
INSURANCE GROUP, INC. AND SUBSIDIARIES
Consolidated
Statements of Earnings
Years
ended December 31, 2009, 2008 and 2007
(Dollars
in thousands, except per share data)
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
Net
premiums earned
|
|
$
|
140,413
|
|
|
|
152,577
|
|
|
|
146,675
|
|
Investment
income, net of expenses
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
13,053
|
|
Net
realized investment (losses) gains:
|
|
|
|
|
|
|
|
|
|
|
|
|
Other-than-temporary
impairments (none recognized
|
|
|
(807
|
)
|
|
|
(6,204
|
)
|
|
|
(138
|
)
|
in
Other Comprehensive Income)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
net realized investment gains (losses)
|
|
|
1,428
|
|
|
|
(868
|
)
|
|
|
162
|
|
Total
net realized investment gains (losses)
|
|
|
621
|
|
|
|
(7,072
|
)
|
|
|
24
|
|
Other
revenue
|
|
|
2,080
|
|
|
|
2,021
|
|
|
|
1,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenue
|
|
|
157,312
|
|
|
|
161,462
|
|
|
|
161,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses
and loss adjustment expenses
|
|
|
86,142
|
|
|
|
95,219
|
|
|
|
91,186
|
|
Amortization
of deferred policy acquisition costs (related party
amounts
of $1,063, $1,141 and $1,212, respectively)
|
|
|
38,805
|
|
|
|
41,684
|
|
|
|
38,763
|
|
Other
expenses
|
|
|
12,090
|
|
|
|
12,851
|
|
|
|
10,528
|
|
Interest
expense
|
|
|
1,423
|
|
|
|
1,318
|
|
|
|
1,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
expenses
|
|
|
138,460
|
|
|
|
151,072
|
|
|
|
141,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
|
18,852
|
|
|
|
10,390
|
|
|
|
19,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes
|
|
|
5,031
|
|
|
|
2,156
|
|
|
|
5,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
13,821
|
|
|
|
8,234
|
|
|
|
14,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
2.23
|
|
|
|
1.32
|
|
|
|
2.32
|
|
Diluted
|
|
$
|
2.18
|
|
|
|
1.30
|
|
|
|
2.25
|
|
See
accompanying notes to consolidated financial statements.
MERCER
INSURANCE GROUP, INC. AND SUBSIDIARIES
Consolidated
Statements of Stockholders’ Equity
Years
ended December 31, 2009, 2008 and 2007
(Dollars in thousands)
|
|
Preferred
stock
|
|
|
Common
stock
|
|
|
Additional
paid-in
capital
|
|
|
Accumulated
other
comprehensive
income
|
|
|
Retained
earnings
|
|
|
Unearned
ESOP
shares
|
|
|
Treasury
stock
|
|
|
Total
|
|
Balance,
December 31, 2006
|
|
$
|
-
|
|
|
|
-
|
|
|
|
68,473
|
|
|
|
2,815
|
|
|
|
54,629
|
|
|
|
(3,757
|
)
|
|
|
(6,321
|
)
|
|
|
115,839
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,235
|
|
|
|
|
|
|
|
|
|
|
|
14,235
|
|
Unrealized
gains on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
holding gains arising
during
period, net of related
income
tax expense of $1,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,787
|
|
Less
reclassification adjustment for
gains
included in net income,
net
of related income tax
expense
of $271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(527
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(527
|
)
|
Defined
benefit pension plan,
net
of related income tax
benefit
of $92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(179
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(179
|
)
|
Other
comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,081
|
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,316
|
|
Stock
compensation plan
amortization
|
|
|
|
|
|
|
|
|
|
|
1,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,043
|
|
Tax
benefit from stock
compensation
plan
|
|
|
|
|
|
|
|
|
|
|
153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153
|
|
ESOP
shares committed
|
|
|
|
|
|
|
|
|
|
|
549
|
|
|
|
|
|
|
|
|
|
|
|
626
|
|
|
|
|
|
|
|
1,175
|
|
Treasury
stock purchased
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45
|
)
|
|
|
(45
|
)
|
Issuance
of common stock
|
|
|
|
|
|
|
|
|
|
|
176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
176
|
|
Dividends
to shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,251
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,251
|
)
|
Balance,
December 31, 2007
|
|
$
|
-
|
|
|
|
-
|
|
|
|
70,394
|
|
|
|
4,896
|
|
|
|
67,613
|
|
|
|
(3,131
|
)
|
|
|
(6,366
|
)
|
|
|
133,406
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,234
|
|
|
|
|
|
|
|
|
|
|
|
8,234
|
|
Unrealized
losses on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
holding losses arising
during
period, net of related
income
tax benefit of $3,156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,126
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,126
|
)
|
Less
reclassification adjustment for
losses
included in net income,
net
of related income tax
benefit
of $1,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,678
|
|
Defined
benefit pension plan,
net
of related income tax
expense
of $24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
Other
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,402
|
)
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,832
|
|
Stock
compensation plan
amortization
|
|
|
|
|
|
|
|
|
|
|
547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
547
|
|
Tax
benefit from stock
compensation
plan
|
|
|
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
|
|
ESOP
shares committed
|
|
|
|
|
|
|
|
|
|
|
388
|
|
|
|
|
|
|
|
|
|
|
|
626
|
|
|
|
|
|
|
|
1,014
|
|
Treasury
stock purchased
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,860
|
)
|
|
|
(1,860
|
)
|
Dividends
to shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,709
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,709
|
)
|
Balance,
December 31, 2008
|
|
$
|
-
|
|
|
|
-
|
|
|
|
71,369
|
|
|
|
2,494
|
|
|
|
74,138
|
|
|
|
(2,505
|
)
|
|
|
(8,226
|
)
|
|
|
137,270
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,821
|
|
|
|
|
|
|
|
|
|
|
|
13,821
|
|
Unrealized
gains on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
holding gains arising
during
period, net of related
income
tax expense of $5,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,846
|
|
Less
reclassification adjustment for
gains
included in net income,
net
of related income tax
expense
of $35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(68
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(68
|
)
|
Defined
benefit pension plan,
net
of related income tax
benefit
of $27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(52
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(52
|
)
|
Other
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,726
|
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,547
|
|
Stock
compensation plan
amortization
|
|
|
|
|
|
|
|
|
|
|
345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
345
|
|
Tax
benefit from stock
compensation
plan
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
ESOP
shares committed
|
|
|
|
|
|
|
|
|
|
|
392
|
|
|
|
|
|
|
|
|
|
|
|
627
|
|
|
|
|
|
|
|
1,019
|
|
Treasury
stock purchased
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(148
|
)
|
|
|
(148
|
)
|
Dividends
to shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,858
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,858
|
)
|
Balance,
December 31, 2009
|
|
$
|
-
|
|
|
|
-
|
|
|
|
72,139
|
|
|
|
12,220
|
|
|
|
86,101
|
|
|
|
(1,878
|
)
|
|
|
(8,374
|
)
|
|
|
160,208
|
|
See
accompanying notes to consolidated financial statements.
MERCER
INSURANCE GROUP, INC. AND SUBSIDIARIES
Consolidated
Statements of Cash Flows
Years
ended December 31, 2009, 2008 and 2007
(Dollars in thousands)
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
13,821
|
|
|
|
8,234
|
|
|
|
14,235
|
|
Adjustments
to reconcile net income to net cash provided by
operating
activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization of fixed assets
|
|
|
3,168
|
|
|
|
2,232
|
|
|
|
2,135
|
|
Net
amortization of premium
|
|
|
1,538
|
|
|
|
1,505
|
|
|
|
1,272
|
|
Amortization
of restricted stock compensation
|
|
|
345
|
|
|
|
547
|
|
|
|
1,043
|
|
ESOP
share commitment
|
|
|
1,019
|
|
|
|
1,014
|
|
|
|
1,175
|
|
Net
realized investment losses (gains)
|
|
|
(621
|
)
|
|
|
7,072
|
|
|
|
(24
|
)
|
Deferred
income tax
|
|
|
(137
|
)
|
|
|
(907
|
)
|
|
|
(967
|
)
|
Change
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums
receivable
|
|
|
(2,240
|
)
|
|
|
2,174
|
|
|
|
1,691
|
|
Reinsurance
receivables
|
|
|
6,844
|
|
|
|
(2,599
|
)
|
|
|
4,143
|
|
Prepaid
reinsurance premiums
|
|
|
1,225
|
|
|
|
2,390
|
|
|
|
6,897
|
|
Deferred
policy acquisition costs
|
|
|
1,317
|
|
|
|
335
|
|
|
|
(3,820
|
)
|
Other
assets
|
|
|
445
|
|
|
|
(2,723
|
)
|
|
|
884
|
|
Losses
and loss adjustment expenses
|
|
|
7,348
|
|
|
|
29,601
|
|
|
|
23,944
|
|
Unearned
premiums
|
|
|
(3,807
|
)
|
|
|
(7,616
|
)
|
|
|
6,094
|
|
Other
reinsurance balances
|
|
|
877
|
|
|
|
(3,225
|
)
|
|
|
(9,854
|
)
|
Other
|
|
|
(1,066
|
)
|
|
|
550
|
|
|
|
1,445
|
|
Net
cash provided by operating activities
|
|
|
30,076
|
|
|
|
38,584
|
|
|
|
50,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of fixed income securities, available for sale
|
|
|
(81,850
|
)
|
|
|
(57,552
|
)
|
|
|
(84,640
|
)
|
Purchase
of equity securities
|
|
|
(1,793
|
)
|
|
|
(3,569
|
)
|
|
|
(4,188
|
)
|
Sale
of short-term investments, net
|
|
|
-
|
|
|
|
-
|
|
|
|
7,692
|
|
Sale
and maturity of fixed income securities, available for
sale
|
|
|
62,260
|
|
|
|
43,119
|
|
|
|
35,602
|
|
Sale
of equity securities
|
|
|
4,715
|
|
|
|
3,726
|
|
|
|
3,425
|
|
Purchase
of property and equipment, net
|
|
|
(8,551
|
)
|
|
|
(5,316
|
)
|
|
|
(3,255
|
)
|
Net
cash used in investing activities
|
|
|
(25,219
|
)
|
|
|
(19,592
|
)
|
|
|
(45,364
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of treasury stock
|
|
|
(148
|
)
|
|
|
(1,860
|
)
|
|
|
(45
|
)
|
Tax
benefit from stock compensation plans
|
|
|
33
|
|
|
|
40
|
|
|
|
153
|
|
Proceeds
from issuance of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
176
|
|
Dividends
to shareholders
|
|
|
(1,858
|
)
|
|
|
(1,709
|
)
|
|
|
(1,251
|
)
|
Net
cash used in financing activities
|
|
|
(1,973
|
)
|
|
|
(3,529
|
)
|
|
|
(967
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
|
2,884
|
|
|
|
15,463
|
|
|
|
3,962
|
|
Cash
and cash equivalents at beginning of year
|
|
|
37,043
|
|
|
|
21,580
|
|
|
|
17,618
|
|
Cash
and cash equivalents at end of year
|
|
$
|
39,927
|
|
|
|
37,043
|
|
|
|
21,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
1,406
|
|
|
|
1,290
|
|
|
|
1,163
|
|
Income
taxes
|
|
$
|
4,420
|
|
|
|
3,900
|
|
|
|
5,900
|
|
See
accompanying notes to consolidated financial statements.
MERCER
INSURANCE GROUP, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
(Dollars
in thousands, except per share amounts)
(1)
Summary of Significant Accounting Policies
(a) Description
of Business
Mercer
Insurance Group, Inc. (MIG) and subsidiaries (collectively, the Group) includes
Mercer Insurance Company (MIC), its subsidiaries Mercer Insurance Company of New
Jersey, Inc. (MICNJ), Franklin Insurance Company (FIC), and BICUS Services
Corporation (BICUS), and Financial Pacific Insurance Group, Inc. (FPIG) and its
subsidiaries Financial Pacific Insurance Company (FPIC) and Financial Pacific
Insurance Agency (FPIA), which is currently inactive. FPIG also holds
an interest in three statutory business trusts that were formed for the purpose
of issuing Floating Rate Capital Securities (
see note
18).
The
companies in the Group are operated under common management. The Group’s
operating subsidiaries are licensed collectively in twenty two states, but are
currently focused on doing business in six states; Arizona, California, Nevada,
New Jersey, Oregon and Pennsylvania. MIC and MICNJ write a limited
amount of business in New York to support accounts in adjacent
states. FPIC holds an additional fifteen state licenses outside of
the Group’s current focus area. Currently, only direct mail surety is
being written in some of these states.
The
Group’s business activities are separated into three operating segments, which
are commercial lines of insurance, personal lines of insurance and the
investment function. The commercial lines of business consist
primarily of multi-peril and commercial auto coverage. These two commercial
lines represented 60
%
,
62% and 64%, and 19%, 17% and 17%, respectively, of the Group’s net premiums
written in 2009, 2008 and 2007. The personal lines business consists primarily
of homeowners insurance in Pennsylvania and New Jersey and private passenger
automobile insurance in Pennsylvania. These two personal lines represented 9%,
8% and 8%, and 4%, 4% and 4%, respectively, of the Group’s net premiums written
in 2009, 2008 and 2007.
(b) Consolidation
Policy and Basis of Presentation
The
consolidated financial statements are prepared in accordance with U.S. generally
accepted accounting principles (GAAP), which differ in some respects from those
followed in reports to insurance regulatory authorities. The insurance
subsidiaries within the Group participate in a reinsurance pooling arrangement
(the Pool) whereby each insurance affiliate’s underwriting results are combined
and then distributed proportionately to each participant. Each
insurer’s share in the Pool is based on their respective statutory surplus as of
the beginning of each year. The effects of the Pool as well as all
other significant intercompany accounts and transactions have been eliminated in
consolidation.
(c) Use
of Estimates
The
preparation of the accompanying financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Significant items subject to such estimates include
liabilities for losses and loss adjustment expenses, deferred policy acquisition
costs, reinsurance, goodwill impairment, deferred income tax assets and
investment valuation and assessment of other than temporary impairment of
investments. Actual results could differ from those estimates.
(d) Concentration
of Risk
The
Group’s business is subject to concentration risk with respect to geographic
concentration. Although the Group’s operating subsidiaries are licensed
collectively in twenty two states, direct premiums written for three states,
California, New Jersey and Pennsylvania, constituted 52%, 30% and 9% of the 2009
direct premium written, 54%, 28% and 8% of the 2008 direct premium written, and
55%, 27%, and 7% of the 2007 direct premium written, respectively. Consequently,
changes in the California, New Jersey or Pennsylvania legal, regulatory or
economic environment could adversely affect the Group.
For the
year ending December 31, 2009, 2008 and 2007, there were no agents in the Group
that individually produced greater than 5% of the Group’s direct written
premiums.
(e) Investments
Due to
periodic shifts in the portfolio arising from income tax planning strategies and
asset-liability matching, as well as the need to be flexible in responding to
changes in the securities markets and economic factors, management considers the
entire portfolio of fixed-income securities as available for sale. Fixed-income
securities available for sale are stated at fair value. Equity
securities are carried at fair value. Unrealized investment gains or
losses on investments carried at fair value, net of applicable income taxes, are
reflected directly in stockholders’ equity as a component of accumulated other
comprehensive income and, accordingly, have no effect on net
income.
Interest
on fixed-income securities is credited to income as it accrues on the principal
amounts outstanding, adjusted for amortization of premiums and accretion of
discounts computed utilizing the effective interest rate
method. Premiums and discounts on mortgage-backed securities are
amortized/accreted using anticipated prepayments with changes in anticipated
prepayments, which are evaluated semi-annually, accounted for
prospectively. The model used to determine anticipated prepayment
assumptions for mortgage-backed securities uses separate home sale, refinancing,
curtailment, and full pay-off components, derived from a variety of industry
sources as determined by the Group’s third party fixed income securities
manager.
Realized
investment gains and losses are determined on the specific identification basis.
An invested asset is considered impaired when its fair value declines below
cost. The Group recognizes as a realized investment loss any impairment of
a fixed maturity investment which is determined to be other-than-temporarily
impaired because the present value of future cash flows expected to be collected
from the security is less than the amortized cost of the security (i.e. a credit
loss exists) or where the Group intends to sell or more-likely-than-not will be
required to sell the security prior to recovering the security’s amortized cost
basis. Impaired equity securities are other-than-temporarily impaired when
it becomes apparent that the Group will not recover its cost over a reasonable
period of time, in which case the impairment is recorded as a realized
investment loss. Factors considered in determining whether a credit loss exists
and over what period of time the security is expected to recover include the
length of time and the extent to which fair value has been below cost, adverse
conditions specifically related to the security, the industry or the geographic
area, the financial condition and near-term prospects of the issuer, analysis
and guidance provided by rating agencies and analysts, and changes in fair value
subsequent to the balance sheet date. Where a realized investment loss is
recognized for an impairment, the cost basis of the security is written down to
fair value. Where a fixed income security is impaired and the impairment is
not attributable to credit issues, this impairment loss, or portion of a larger
impairment loss, is included within other comprehensive income. Subsequent
recoveries in the fair value of other-than-temporarily impaired securities are
recognized at disposition.
(f)
Cash and Cash
Equivalents
Cash and
cash equivalents are carried at cost which approximates fair value. The Group
considers all highly liquid investments with a maturity of three months or less
when purchased to be cash equivalents.
Cash and
cash equivalents as of December 31, 2009 and 2008 include restricted cash of $57
and $264, respectively, consisting of funds held for surety bonds.
(g) Fair
Values of Financial Instruments
The Group
has used the following methods and assumptions in estimating its fair
values:
Investments
– The fair values
for fixed-income securities available for sale are based on readily observable
market data for similar securities or valuations based on models where
significant inputs are observable. If not available, fair values are based on
values obtained from investment brokers. Fair values for marketable equity
securities are based on quoted market prices.
Cash and cash equivalents
–
The carrying amounts reported in the consolidated balance sheet
approximate
their fair values.
Premium and reinsurance receivables
– The carrying amounts reported in the consolidated balance sheet for
these instruments approximate their fair values.
Trust preferred securities and line
of credit obligations –
The carrying amounts reported in the consolidated
balance sheets for these instruments approximate their fair values.
Interest rate swaps -
The
estimated fair value of the interest rate swaps is based on valuations received
from the financial institution counterparties.
(h) Reinsurance
The Group
cedes insurance to unrelated insurers to limit its maximum loss exposure through
risk diversification. Ceded reinsurance receivables and unearned premiums are
reported as assets; loss and loss adjustment expense reserves are reported gross
of ceded reinsurance credits, unless the reinsurance contract includes a right
of offset. Premiums receivable is recorded gross of ceded premiums
payable. An allowance for estimated uncollectible reinsurance is
recorded based on an evaluation of balances due from reinsurers and other
available information.
(i) Deferred
Policy Acquisition Costs
Acquisition
costs such as commissions, premium taxes, and certain other expenses which vary
with and are primarily related to the production of business, are deferred and
amortized over the effective period of the related insurance policies. The
method followed in computing deferred policy acquisition costs limits the amount
of such deferred costs to their estimated net realizable value, which gives
effect to premiums to be earned, anticipated investment income, loss and loss
adjustment expenses, and certain other maintenance costs expected to be incurred
as the premiums are earned. Future changes in estimates, the most significant of
which is expected losses and loss adjustment expenses, may require adjustments
to deferred policy acquisition costs.
(j) Property
and Equipment
Property
and equipment are carried at cost less accumulated depreciation calculated on
the straight-line basis. Property is depreciated over useful lives generally
ranging from five to forty years. Equipment is depreciated over three to ten
years.
The Group
applies the provisions of Statement of Position (SOP) 98-1, “Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use” to account
for internally developed computer software costs. In accordance with SOP 98-1,
the Group has capitalized $2,067, $4,530 and $2,499 in software development
costs, respectively, in 2009, 2008 and 2007. These costs are
amortized over their useful lives, ranging from three to five years, from the
dates the systems technology becomes operational. At December 31, 2009 and 2008,
the unamortized cost of capitalized software was $7,615 and $7,556,
respectively.
The
carrying value of property and equipment is reviewed for recoverability
including an evaluation of the estimated useful lives of such
assets. Impairment is recognized only if the carrying amount of the
property and equipment is not deemed recoverable. A change in the
estimated useful lives of such assets is treated as a change in estimate and is
accounted for prospectively.
Upon
disposal of assets, the cost and related accumulated depreciation is removed
from the accounts and the resulting gain or loss is included in
income.
(k) Premium
Revenue
Premiums
include direct writings plus reinsurance assumed less reinsurance ceded to other
insurers and are recognized as revenue over the period that coverage is provided
using the daily pro-rata method. Audit premiums and premium adjustments are
recorded when they are considered probable and adequate information exists to
estimate the premium. Unearned premiums represent that portion of direct
premiums
written
that are applicable to the unexpired terms of policies in force and is reported
as a liability. Prepaid reinsurance premiums represent the unexpired
portion of premiums ceded to reinsurers and is reported as an
asset. Premiums receivable are reported net of an allowance for
estimated uncollectible premium amounts. Revenue related to service
fees is earned over the installment period. Agency commission and
related fees are recognized based on the policy issue date.
(l) Losses
and Loss Adjustment Expenses
The
liability for losses includes the amount of claims which have been reported to
the Group and are unpaid at the statement date as well as provision for claims
incurred but not reported, after deducting anticipated salvage and subrogation.
The liability for loss adjustment expenses is determined as a percentage of the
liability for losses based on the historical ratio of paid adjustment expenses
to paid losses by line of business.
Estimates
of liabilities for losses and loss adjustment are necessarily based on
estimates, and the amount of losses and loss adjustment expenses ultimately paid
may be more or less than such estimates. Changes in the estimates for losses and
loss adjustment expenses are recognized in the period in which they are
determined.
(m)
Share-Based
Compensation
The Group
can make grants of qualified (ISO’s) and non-qualified stock options (NQO’s),
and non-vested shares (restricted stock) under its stock incentive
plan. Stock options are granted at exercise prices that are not less
than market price at the date of grant, vest over a period of three or five
years, and are outstanding for a period of ten years for ISO’s and ten years and
one month for NQO’s. Restricted stock grants vest over a period of
three to five years.
The Group
recognizes the expense in its financial statements based on the fair value of
the grants on the grant date. The after-tax compensation expense recorded in the
consolidated statements of earnings for stock options (net of forfeitures) for
the years ended December 31, 2009, 2008 and 2007 was $166, $234, and $439
respectively. The after-tax compensation expense recorded in the
consolidated statements of earnings for restricted stock (net of forfeitures)
for the years ended December 31, 2009, 2008, and 2007 was $110, $195, and $336
respectively.
As of
December 31, 2009, the Group has $0.1 million of unrecognized total compensation
cost related to non-vested stock options and restricted stock. That
cost will be recognized over the remaining weighted-average vesting period of
1.0 years, based on the estimated grant date fair value.
(n) Income
Taxes
The Group
uses the asset and liability method of accounting for income taxes. Deferred
income taxes arise from the recognition of temporary differences between
financial statement carrying amounts and the tax bases of the Group’s assets and
liabilities and operating loss carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. A valuation allowance is provided when it is more likely
than not that some portion of the deferred tax asset will not be realized. The
effect of a change in tax rates is recognized in the period of the enactment
date.
(o) Goodwill
and Intangible Assets
Goodwill
is tested annually for impairment, and is tested for impairment more frequently
if events and circumstances indicate that the asset might be impaired. An
impairment loss is recognized to the extent that the carrying amount exceeds the
asset’s fair value. This determination is made at the reporting unit level and
consists of two steps. First, the Group determines the fair value of a reporting
unit and compares it to its carrying amount. Second, if the carrying amount of a
reporting unit exceeds its fair value, an impairment loss is recognized for any
excess of the carrying amount of the reporting unit’s goodwill over the implied
fair value of that goodwill. The implied fair value of goodwill is determined by
allocating the fair value of the reporting unit in a manner similar to a
purchase price allocation. The residual fair value after this allocation is the
implied fair value of the reporting unit goodwill. The Group has two reporting
units with goodwill as of December 31, 2009
and 2008.
The Group performed the annual impairment tests as of December 31, 2009 and
2008, and the results indicated that the fair value of the reporting units
exceeded their carrying amounts.
Intangible
assets held by the Group have definite lives and the value is amortized on a
straight-line basis over their useful lives, ranging from eight to fourteen
years. The carrying amount of these intangible assets are regularly
reviewed for indicators of impairments in value. Impairment is
recognized only if the carrying amount of the intangible asset is not
recoverable from its undiscounted cash flows and is measured as the difference
between the carrying amount and the fair value of the asset.
(p)
Derivative
Instruments and Hedging
Activities
The Group
entered into three interest rate swap agreements to hedge against interest rate
risk on its floating rate Trust preferred securities. Interest rate
swaps are contracts to convert, for a period of time, the floating rate of the
Trust preferred securities into a fixed rate without exchanging the instruments
themselves.
The Group
has designated the interest rate swaps as non-hedge
instruments. Accordingly, the Group recognizes the fair value of the
interest rate swaps as assets or liabilities on the consolidated balance sheets
with the changes in fair value recognized in the consolidated statement of
earnings. The estimated fair value of the interest rate swaps is
based on valuations received from the financial institution
counterparties.
Basic EPS
is computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding during the period. The
computation of Diluted EPS reflects the effect of potentially dilutive
securities. The denominator for basic and diluted EPS includes ESOP
shares committed to be released.
(r)
Recent
Accounting Pronouncements
In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
guidance on how in a business combination an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed and any noncontrolling interest in the acquiree. In
addition, it provides revised guidance on the recognition and measurement of
goodwill acquired in the business combination, and provides guidance specific to
the recognition, classification, and measurement of assets and liabilities
related to insurance and reinsurance contracts acquired in a business
combination. The guidance applies to business combinations for
acquisitions occurring on or after January 1, 2009, and accordingly does
not impact the Group’s previous transactions involving purchase
accounting.
In
February 2008, the FASB provided guidance which delayed the application of
fair value measurement until January 1, 2009 for non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the consolidated financial statements on a recurring basis. The delayed
application did not have a material impact on the Group’s results of operations,
financial condition, or liquidity.
In
March 2008, the FASB issued guidance changing the disclosure requirements
for derivative instruments and hedging activities and specifically requires
qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of, and gains and losses on,
derivative instruments, and disclosures about credit-risk-related contingent
features in derivative agreements. The guidance is effective for financial
statements issued for fiscal years beginning after November 15,
2008. The guidance did
not have
a material
effect on the Group’s disclosures.
In
April 2009, the FASB issued guidance relating to required disclosures
concerning the fair value of financial instruments when a publicly traded
company issues financial information for interim reporting periods. The
requirements are effective for interim reporting periods ending after
June 15, 2009.
In April
2009, the FASB issued guidance modifying the requirements for recognizing
other-than-temporarily impaired debt securities and significantly changes the
existing impairment model for such securities. This guidance also modifies the
presentation of other-than-temporary impairment losses. Such modifications
include changing the amount of the other-than-temporary impairment that is
recognized in earnings when there are credit losses on a debt security that the
entity does not intend to sell and it is not more-likely-than-not that the
entity will be required to sell prior to recovery. In these situations,
the portion
of the
total impairment that is related to the credit loss would be recognized as a
charge against operations, and the remaining portion would be included in other
comprehensive income. The guidance also increases the frequency of and
expands already required disclosures about the other-than-temporary impairment
of debt and equity securities. This guidance is effective for fiscal years
ending after June 15, 2009.
As of the
beginning of the period of adoption of this guidance, entities are required to
recognize a cumulative-effect adjustment to reclassify the non-credit component
of a previously recognized other-than-temporary impairment loss from beginning
retained earnings to beginning accumulated other comprehensive income if the
entity does not intend to sell the security and it is not more-likely-than-not
that the entity will be required to sell the security before
recovery.
The Group
adopted this guidance as of January 1, 2009. As the Group did not hold any
debt securities at January 1, 2009 that were the subject of previous other than
temporary impairment charges which were non-credit in nature, the adoption of
this guidance did not result in the recognition of a cumulative-effect
adjustment. Adoption of this guidance did not have a material impact to the
Group’s results of operations, financial condition, or
liquidity.
In
April 2009, the FASB issued guidance which addresses the factors
that determine whether there has been a significant decrease in the volume and
level of activity for an asset or liability when compared to the normal market
activity. This guidance provides that if it has been determined that the volume
and level of activity has significantly decreased and that transactions are not
orderly, further analysis is required and significant adjustments to the quoted
prices or transactions might be needed. The guidance is effective for interim
and annual reporting periods ending after June 15, 2009. Adoption did not
have a material impact on the Group’s results of operations, financial
condition, or liquidity.
In
May 2009, the FASB issued guidance which establishes the standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued. The Company adopted this standard,
which did not have a material impact on the Company’s consolidated financial
statements.
In
June 2009, the FASB issued guidance that establishes the FASB Accounting
Standards Codification as the source of authoritative GAAP for nongovernmental
entities. The Codification will supersede all existing non-SEC accounting and
reporting standards. The Codification is effective for financial statements
issued for interim and annual periods ending after September 15, 2009. As
the Codification will not change existing GAAP, the
guidance
will not have
an impact on our financial condition or results of
operations but will change the way the Company refers to GAAP accounting
standards.
In August
2009, the FASB issued guidance related to fair value measurements and
disclosures for liabilities, which amends earlier guidance related to fair value
measurements and disclosures. The new guidance provides clarification in
circumstances where a quoted price in an active market for an identical
liability is not available, and a reporting entity is required to measure fair
value using one or more valuation techniques. In addition, the new guidance also
addresses practical difficulties where fair value measurements based on the
price that would be paid to transfer a liability to a new obligor and
contractual or legal requirements that prevent such transfers from taking place.
The Company adopted the new standard which became effective for the annual
reporting period ended December 31, 2009. The adoption of the new standard
did not have a material impact on the Company’s consolidated financial
statements.
Net
investment income, net realized investment gains (losses), and change in
unrealized gains (losses) on investment securities are as follows.
Net
investment income and net realized investment gains (losses):
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Investment
income:
|
|
|
|
|
|
|
|
|
|
Fixed
income securities
|
|
$
|
15,949
|
|
|
|
14,871
|
|
|
|
13,356
|
|
Equity
securities
|
|
|
283
|
|
|
|
351
|
|
|
|
319
|
|
Cash
and equivalents
|
|
|
86
|
|
|
|
369
|
|
|
|
613
|
|
Other
|
|
|
73
|
|
|
|
104
|
|
|
|
829
|
|
Gross
investment income
|
|
|
16,391
|
|
|
|
15,695
|
|
|
|
15,117
|
|
Less
investment expenses
|
|
|
2,193
|
|
|
|
1,759
|
|
|
|
2,064
|
|
Net
investment income
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
13,053
|
|
Net
realized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
income securities
|
|
|
(293
|
)
|
|
|
(3,832
|
)
|
|
|
-
|
|
Equity
securities, net
|
|
|
395
|
|
|
|
(1,740
|
)
|
|
|
798
|
|
Mark-to-market
valuation for interest rate swaps
|
|
|
519
|
|
|
|
(1,500
|
)
|
|
|
(774
|
)
|
Net
realized investment gains (losses)
|
|
|
621
|
|
|
|
(7,072
|
)
|
|
|
24
|
|
Net
investment income and net realized investment gains
|
|
$
|
14,819
|
|
|
|
6,864
|
|
|
|
13,077
|
|
Investment
expenses include salaries, advisory fees and other miscellaneous expenses
attributable to the maintenance of investment activities.
The
changes in net unrealized gains (losses) of securities are as
follows:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Fixed-income
securities
|
|
$
|
13,817
|
|
|
|
752
|
|
|
|
3,575
|
|
Equity
securities
|
|
|
997
|
|
|
|
(4,459
|
)
|
|
|
(152
|
)
|
|
|
$
|
14,814
|
|
|
|
(3,707
|
)
|
|
|
3,423
|
|
The cost
and estimated market value of available-for-sale fixed-income and equity
investment securities at December 31, 2009 and 2008 are shown
below.
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
(1)
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-income
securities, available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
government and government agencies (2)
|
|
$
|
68,864
|
|
|
|
3,209
|
|
|
|
52
|
|
|
|
72,021
|
|
Obligations
of states and political
subdivisions
|
|
|
136,706
|
|
|
|
6,743
|
|
|
|
156
|
|
|
|
143,293
|
|
Industrial
and miscellaneous
|
|
|
124,135
|
|
|
|
6,380
|
|
|
|
292
|
|
|
|
130,223
|
|
Mortgage-backed
securities
|
|
|
18,930
|
|
|
|
1,008
|
|
|
|
11
|
|
|
|
19,927
|
|
Total
fixed maturities
|
|
|
348,635
|
|
|
|
17,340
|
|
|
|
511
|
|
|
|
365,464
|
|
Equity
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
estimated market value
|
|
|
7,516
|
|
|
|
2,001
|
|
|
|
33
|
|
|
|
9,484
|
|
Total
|
|
$
|
356,151
|
|
|
|
19,341
|
|
|
|
544
|
|
|
|
374,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
(1)
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-income
securities, available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
government and government agencies (2)
|
|
$
|
84,747
|
|
|
|
3,242
|
|
|
|
14
|
|
|
|
87,975
|
|
Obligations
of states and political
subdivisions
|
|
|
143,042
|
|
|
|
3,206
|
|
|
|
1,123
|
|
|
|
145,125
|
|
Industrial
and miscellaneous
|
|
|
77,859
|
|
|
|
1,404
|
|
|
|
1,764
|
|
|
|
77,499
|
|
Mortgage-backed
securities
|
|
|
25,427
|
|
|
|
122
|
|
|
|
2,061
|
|
|
|
23,488
|
|
Total
fixed maturities
|
|
|
331,075
|
|
|
|
7,974
|
|
|
|
4,962
|
|
|
|
334,087
|
|
Equity
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
estimated market value
|
|
|
9,232
|
|
|
|
1,365
|
|
|
|
394
|
|
|
|
10,203
|
|
Total
|
|
$
|
340,307
|
|
|
|
9,339
|
|
|
|
5,356
|
|
|
|
344,290
|
|
___________________
(1)
|
Original
cost of equity and fixed-income securities adjusted for other than
temporary impairment writedowns and amortization of premium and accretion
of discount.
|
(2)
|
Includes
approximately $55,092 and $66,576 (cost) and $57,874 and $68,696 (fair
value) of mortgage-backed securities implicitly or explicitly backed by
the U.S. government and government agencies as of December 31, 2009 and
2008, respectively.
|
The
following table shows our Industrial and miscellaneous fixed income securities
and equity holdings by industry sector:
|
|
December
31, 2009
|
|
|
December
31, 2008
|
|
|
|
Cost
|
|
|
Fair
Value
|
|
|
Cost
|
|
|
Fair
Value
|
|
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
$
|
29,612
|
|
|
$
|
31,537
|
|
|
$
|
36,520
|
|
|
$
|
36,065
|
|
Retail
specialty
|
|
|
42,211
|
|
|
|
43,897
|
|
|
|
27,561
|
|
|
|
27,810
|
|
Energy
|
|
|
30,685
|
|
|
|
32,317
|
|
|
|
9,680
|
|
|
|
9,444
|
|
Pharmaceutical
|
|
|
9,367
|
|
|
|
9,744
|
|
|
|
2,249
|
|
|
|
2,320
|
|
Information
Technology
|
|
|
12,260
|
|
|
|
12,728
|
|
|
|
1,849
|
|
|
|
1,860
|
|
Total
|
|
$
|
124,135
|
|
|
$
|
130,223
|
|
|
$
|
77,859
|
|
|
$
|
77,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
$
|
1,293
|
|
|
$
|
1,505
|
|
|
$
|
2,329
|
|
|
$
|
2,343
|
|
Retail
specialty
|
|
|
3,488
|
|
|
|
4,216
|
|
|
|
4,117
|
|
|
|
4,565
|
|
Energy
|
|
|
407
|
|
|
|
636
|
|
|
|
746
|
|
|
|
1,135
|
|
Pharmaceutical
|
|
|
1,333
|
|
|
|
1,764
|
|
|
|
794
|
|
|
|
974
|
|
Information
Technology
|
|
|
995
|
|
|
|
1,363
|
|
|
|
1,246
|
|
|
|
1,186
|
|
Total
|
|
$
|
7,516
|
|
|
$
|
9,484
|
|
|
$
|
9,232
|
|
|
$
|
10,203
|
|
The
estimated market value and unrealized loss for securities in a temporary
unrealized loss position as of December 31, 2009 are as
follows:
|
|
Less
than 12 Months
|
|
|
12
Months or Longer
|
|
|
Total
|
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
obligations
of U.S. government
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
corporations
and agencies
|
|
$
|
4,571
|
|
|
$
|
52
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,571
|
|
|
$
|
52
|
|
Obligations
of states and political
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subdivisions
|
|
|
1,889
|
|
|
|
61
|
|
|
|
1,478
|
|
|
|
95
|
|
|
|
3,367
|
|
|
|
156
|
|
Corporate
securities
|
|
|
18,561
|
|
|
|
256
|
|
|
|
460
|
|
|
|
36
|
|
|
|
19,021
|
|
|
|
292
|
|
Mortgage-backed
securities
|
|
|
768
|
|
|
|
8
|
|
|
|
256
|
|
|
|
3
|
|
|
|
1,024
|
|
|
|
11
|
|
Total
fixed maturities
|
|
|
25,789
|
|
|
|
377
|
|
|
|
2,194
|
|
|
|
134
|
|
|
|
27,983
|
|
|
|
511
|
|
Total
equity securities
|
|
|
349
|
|
|
|
25
|
|
|
|
388
|
|
|
|
8
|
|
|
|
737
|
|
|
|
33
|
|
Total
securities in a temporary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
unrealized
loss position
|
|
$
|
26,138
|
|
|
$
|
402
|
|
|
$
|
2,582
|
|
|
$
|
142
|
|
|
$
|
28,720
|
|
|
$
|
544
|
|
Fixed
maturity investments with unrealized losses for less than twelve months are
primarily due to changes in the interest rate environment. At
December 31, 2009 the Group has 3 fixed maturity securities with unrealized
losses for more than twelve months. Of the 3 securities with
unrealized losses for more than twelve months, all of them have fair values of
no less than 92% of book value. The Group does not believe these declines are
other than temporary due to the credit quality of the holdings. We currently
have no intention or expectation that we will have to sell these securities
before recovery.
There are
4 common stock securities that are in an unrealized loss position at December
31, 2009. All of these securities have been in an unrealized loss
position for less than 6 months. There is one preferred stock
security that has been in an unrealized loss position for more than twelve
months. The Group does not believe these declines are other than
temporary as a result of reviewing the circumstances of each such
security
in an unrealized loss position. The Group currently has the ability
and intent to hold these securities until recovery.
The
estimated market value and unrealized loss for securities in a temporary
unrealized loss position as of December 31, 2008 are as
follows:
|
|
Less
than 12 Months
|
|
|
12
Months or Longer
|
|
|
Total
|
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
Unrealized
|
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
Fair
Value
|
|
|
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
obligations
of U.S. government
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
corporations
and agencies
|
|
$
|
2,460
|
|
|
$
|
4
|
|
|
$
|
951
|
|
|
$
|
10
|
|
|
$
|
3,411
|
|
|
$
|
14
|
|
Obligations
of states and political
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subdivisions
|
|
|
25,847
|
|
|
|
564
|
|
|
|
2,108
|
|
|
|
559
|
|
|
|
27,955
|
|
|
|
1,123
|
|
Corporate
securities
|
|
|
39,226
|
|
|
|
1,528
|
|
|
|
2,535
|
|
|
|
236
|
|
|
|
41,761
|
|
|
|
1,764
|
|
Mortgage-backed
securities
|
|
|
19,277
|
|
|
|
1,241
|
|
|
|
2,761
|
|
|
|
820
|
|
|
|
22,038
|
|
|
|
2,061
|
|
Total
fixed maturities
|
|
|
86,810
|
|
|
|
3,337
|
|
|
|
8,355
|
|
|
|
1,625
|
|
|
|
95,165
|
|
|
|
4,962
|
|
Total
equity securities
|
|
|
2,232
|
|
|
|
363
|
|
|
|
69
|
|
|
|
31
|
|
|
|
2,301
|
|
|
|
394
|
|
Total
securities in a temporary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
unrealized
loss position
|
|
$
|
89,042
|
|
|
$
|
3,700
|
|
|
$
|
8,424
|
|
|
$
|
1,656
|
|
|
$
|
97,466
|
|
|
$
|
5,356
|
|
Fixed
maturity investments with unrealized losses for less than twelve months are
primarily due to changes in the interest rate environment. At
December 31, 2008 the Group had 11 fixed maturity securities with unrealized
losses for more than twelve months. Of the 11 securities with
unrealized losses for more than twelve months, all of them had fair values of no
less than 72% of book value.
There are
12 common stock securities that are in an unrealized loss position at December
31, 2008. All of these securities had been in an unrealized loss
position for less than 6 months. There were 4 preferred stock
securities that were in an unrealized loss position at December 31,
2008. Three preferred stock securities had been in an unrealized loss
position for less than 8 months. One preferred stock security had
been in an unrealized loss position for more than twelve months.
The
amortized cost and estimated fair value of fixed-income securities at
December 31, 2009, by contractual maturity, are shown below (note that
mortgage-backed securities in the below table include securities backed by the
U.S. government and agencies). Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
|
|
Amortized
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
Due
in one year or less
|
|
$
|
22,071
|
|
|
|
22,579
|
|
Due
after one year through five years
|
|
|
93,520
|
|
|
|
98,530
|
|
Due
after five years through ten years
|
|
|
145,745
|
|
|
|
152,851
|
|
Due
after ten years
|
|
|
13,277
|
|
|
|
13,703
|
|
|
|
|
274,613
|
|
|
|
287,663
|
|
Mortgage-backed
securities
|
|
|
74,022
|
|
|
|
77,801
|
|
|
|
$
|
348,635
|
|
|
|
365,464
|
|
The
gross realized gains and losses on investment securities are as
follows:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Gross
realized gains:
|
|
|
|
|
|
|
|
|
|
Gains
on sale of securities
|
|
$
|
1,267
|
|
|
|
1,698
|
|
|
|
1,034
|
|
Mark-to-market
for interest rate swaps
|
|
|
519
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
1,786
|
|
|
|
1,698
|
|
|
|
1,034
|
|
Gross
realized losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses
on sale of securities
|
|
|
358
|
|
|
|
1,066
|
|
|
|
98
|
|
Other
than temporary impairment write-downs
|
|
|
807
|
|
|
|
6,204
|
|
|
|
138
|
|
Mark-to-market
for interest rate swaps
|
|
|
-
|
|
|
|
1,500
|
|
|
|
774
|
|
Total
|
|
|
1,165
|
|
|
|
8,770
|
|
|
|
1,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized gain (loss)
|
|
$
|
621
|
|
|
|
(7,072
|
)
|
|
$
|
24
|
|
In 2009,
the Group recorded a pre-tax charge to earnings of $0.8 million for write-downs
of other-than-temporarily impaired securities, of which $0.4 million related to
fixed income securities, and $0.4 million related to equity securities. The
fixed income security impairments related to one residential mortgage-backed
security ($0.3 million) which experienced increased delinquency and default
rates, as well as two asset-backed securities whose underlying collateral
deteriorated. All write-downs of fixed income securities were attributable to
credit issues, and accordingly recognized as realized investment losses in the
consolidated statement of earnings. The equity security impairments related to
thirteen common stock securities and two preferred stock securities, which
demonstrated weakening fundamentals in their businesses.
During
the second half of 2008, there were significant disruptions to the financial and
equity markets. This resulted from, in part, failures of financial
institutions on an unprecedented scale, and caused a significant reduction in
liquidity and trading flows in the credit markets in addition to a dramatic
widening in credit spreads. Such impacts affected the valuations of
both the fixed income and equity securities held by the Group, and resulted in
pre-tax charge to earnings of $6.2 million for write-downs of
other-than-temporarily impaired securities. Of the $6.2 million in 2008
impairments $3.9 million related to 11 fixed-income securities, and $2.3 million
related to 33 equity securities. The fixed income security impairments related
to one residential mortgage-backed security ($0.5 million) which experienced
increased delinquency and default rates, four asset-backed securities ($0.8
million) whose underlying collateral deteriorated, and six corporate bonds ($2.6
million) whose issuers were a experiencing deteriorating financial condition.
The equity security impairments related to twenty-nine common stock securities
and four preferred stock securities, which demonstrated weakening fundamentals
in their businesses.
A
roll-forward of the amount related to credit losses for fixed income securities
recognized in earnings is presented in the following table:
|
|
April
1
|
|
|
|
to
|
|
|
|
December
31
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
Beginning
balance of cumulative credit loss for securities held
|
|
$
|
5,625
|
|
Additional
credit loss for securities previously other-than-temorarily
impaired
|
|
|
67
|
|
credit
loss for securities not previously other-than-temorarily
impaired
|
|
|
-
|
|
Reduction
in credit loss for securities disposed or collected
|
|
|
(1,960
|
)
|
Reduction
in credit loss for securities other-than-temporarily impaired which
were
|
|
|
-
|
|
intended
to be or were required of necessity to be sold
|
|
|
|
|
Change
in credit loss due to accretion of increase in cash flows for
securities
|
|
|
-
|
|
previously
other-than-temporarily impaired
|
|
|
|
|
Ending
balance December 31, 2009
|
|
$
|
3,732
|
|
Proceeds
from sales and maturities of securities were $66,975, $46,845 and $39,027 in
2009, 2008, and 2007, respectively.
Accumulated
other comprehensive income was net of deferred income taxes of $6,390 and $1,353
applicable to net unrealized investment gains at December 31, 2009 and
2008, respectively.
The
amortized cost of invested securities on deposit with regulatory authorities at
December 31, 2009 and 2008 was $4,819 and $4,911,
respectively.
(3)
|
DEFERRED
POLICY ACQUISITION COSTS
|
Changes
in deferred policy acquisition costs are as follows:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
January 1
|
|
$
|
20,193
|
|
|
|
20,528
|
|
|
|
16,708
|
|
Acquisition
costs deferred
|
|
|
37,488
|
|
|
|
41,349
|
|
|
|
42,583
|
|
Amortization
charged to earnings
|
|
|
(38,805
|
)
|
|
|
(41,684
|
)
|
|
|
(38,763
|
)
|
Balance,
December 31
|
|
$
|
18,876
|
|
|
|
20,193
|
|
|
|
20,528
|
|
(4)
|
PROPERTY
AND EQUIPMENT
|
Property
and equipment was as follows:
|
|
2009
|
|
|
2008
|
|
Property
and equipment:
|
|
|
|
|
|
|
Land
|
|
$
|
2,566
|
|
|
$
|
1,720
|
|
Buildings
and improvements
|
|
|
12,761
|
|
|
|
7,846
|
|
Furniture,
fixtures, and equipment
|
|
|
23,320
|
|
|
|
20,606
|
|
|
|
|
38,647
|
|
|
|
30,172
|
|
Accumulated
depreciation
|
|
|
(17,131
|
)
|
|
|
(14,028
|
)
|
|
|
$
|
21,516
|
|
|
|
16,144
|
|
In 2009,
the Group constructed a new 41,000 square foot building for its office in
Rocklin, California at a cost of $5,110. This office space replaced 25,000
square feet the Group previously leased in Rocklin for its west coast
operations.
(5)
|
LIABILITIES
FOR LOSSES AND LOSS ADJUSTMENT
EXPENSES
|
Activity
in the liabilities for losses and loss adjustment expenses is summarized as
follows:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Balance
at January 1
|
|
$
|
304,000
|
|
|
$
|
274,399
|
|
|
$
|
250,455
|
|
Less
reinsurance recoverable on unpaid losses and loss expenses
|
|
|
(86,038
|
)
|
|
|
(82,382
|
)
|
|
|
(85,933
|
)
|
Net
balance, January 1
|
|
|
217,962
|
|
|
|
192,017
|
|
|
|
164,522
|
|
Incurred
related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
year
|
|
|
86,046
|
|
|
|
89,088
|
|
|
|
83,015
|
|
Prior
years
|
|
|
96
|
|
|
|
6,131
|
|
|
|
8,171
|
|
Total
incurred
|
|
|
86,142
|
|
|
|
95,219
|
|
|
|
91,186
|
|
Paid
related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
year
|
|
|
25,328
|
|
|
|
24,521
|
|
|
|
22,589
|
|
Prior
years
|
|
|
47,752
|
|
|
|
44,753
|
|
|
|
41,102
|
|
Total
paid
|
|
|
73,080
|
|
|
|
69,274
|
|
|
|
63,691
|
|
Net
balance, December 31
|
|
|
231,024
|
|
|
|
217,962
|
|
|
|
192,017
|
|
Plus
reinsurance recoverable on unpaid losses and loss expenses
|
|
|
80,324
|
|
|
|
86,038
|
|
|
|
82,382
|
|
Balance
at December 31
|
|
$
|
311,348
|
|
|
$
|
304,000
|
|
|
$
|
274,399
|
|
The
balance at December 31, 2009, 2008, and 2007 is recorded net of reserves for
salvage and subrogation in the amounts of $8,561, $7,629, and $6,140,
respectively.
As a
result of changes in estimates of insured events in prior years, the liabilities
for losses and loss adjustment expenses increased by $0.1 million, $6.1 million
and $8.2 million in 2009, 2008 and 2007, respectively.
The
following table presents the (increase) decrease in the liability for unpaid
losses and loss adjustment expenses attributable to insured events of prior
years incurred in the year ended December 31, 2009 by line of
business:
|
|
|
|
|
Loss
events of indicated prior years
|
|
|
|
Total
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
and
Prior
|
|
|
|
(In
Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
multi-peril
|
|
$
|
(5,331
|
)
|
|
$
|
1,972
|
|
|
$
|
(1,721
|
)
|
|
$
|
(187
|
)
|
|
$
|
(5,395
|
)
|
Commercial
automobile
|
|
|
4,221
|
|
|
|
1,155
|
|
|
|
3,015
|
|
|
|
183
|
|
|
|
(132
|
)
|
Other
liability
|
|
|
1,310
|
|
|
|
1,001
|
|
|
|
332
|
|
|
|
(194
|
)
|
|
|
171
|
|
Workers'
compensation
|
|
|
9
|
|
|
|
(533
|
)
|
|
|
675
|
|
|
|
225
|
|
|
|
(358
|
)
|
Homeowners
|
|
|
559
|
|
|
|
379
|
|
|
|
117
|
|
|
|
(73
|
)
|
|
|
136
|
|
Personal
automobile
|
|
|
(214
|
)
|
|
|
56
|
|
|
|
(192
|
)
|
|
|
36
|
|
|
|
(114
|
)
|
Other
lines
|
|
|
(650
|
)
|
|
|
(573
|
)
|
|
|
460
|
|
|
|
283
|
|
|
|
(820
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
2009 (unfavorable) favorable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prior
year development
|
|
$
|
(96
|
)
|
|
$
|
3,457
|
|
|
$
|
2,686
|
|
|
$
|
273
|
|
|
$
|
(6,512
|
)
|
The
following table presents, by line of business, the change in the liability for
unpaid losses and loss adjustment expenses incurred in the years ended December
31, 2009, 2008 and 2007, for insured events of prior years.
Prior
year favorable (unfavorable) development, by line of business, reported
in:
|
|
|
|
|
|
|
Year
Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In
Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
multi-peril
|
|
$
|
(5,331
|
)
|
|
$
|
(9,220
|
)
|
|
$
|
(5,911
|
)
|
Commercial
automobile
|
|
|
4,221
|
|
|
|
3,041
|
|
|
|
2,504
|
|
Other
liability
|
|
|
1,310
|
|
|
|
869
|
|
|
|
(4,388
|
)
|
Workers'
compensation
|
|
|
9
|
|
|
|
413
|
|
|
|
787
|
|
Homeowners
|
|
|
559
|
|
|
|
(1,093
|
)
|
|
|
(1,220
|
)
|
Personal
automobile
|
|
|
(214
|
)
|
|
|
(98
|
)
|
|
|
(101
|
)
|
Other
lines
|
|
|
(650
|
)
|
|
|
(43
|
)
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
unfavorable prior year development
|
|
$
|
(96
|
)
|
|
$
|
(6,131
|
)
|
|
$
|
(8,171
|
)
|
We
evaluate our estimated ultimate liability by line of business on a quarterly
basis. The establishment of loss and loss adjustment expense reserves is an
inherently uncertain process and reserve uncertainty stems from a variety of
sources. Court decisions, regulatory changes and economic conditions, among
other factors, can affect the ultimate cost of claims that occurred in the past
as well as create uncertainties regarding future loss cost trends. Similarly,
actual experience, including the number of claims and the severity of claims, to
the extent it varies from data previously used or projected, will be used to
update the projected ultimate liability for losses, by accident year and line of
business. Changes in estimates, or differences between estimates and amounts
ultimately paid, are reflected in the operating results of the period during
which such changes are made. A discussion of factors contributing to an
(increase) decrease in the liability for unpaid losses and loss adjustment
expenses (as shown in the chart immediately above) for the Group’s major lines,
representing 92% of net loss and loss adjustment reserves at December 31, 2009,
follows:
Commercial
multi-peril
With
$180.0 million, $163.0 million, and $140.0 million of recorded reserves, net of
reinsurance, at December 31, 2009, 2008 and 2007, respectively, commercial
multi-peril is the line of business that carries the largest net loss and loss
adjustment expense reserves, representing 78%, 75%, and 73%, respectively, of
the Group’s total carried net loss and loss adjustment expense reserves at
December 31, 2009, 2008, and 2007.
The
commercial multi-peril line of business experienced adverse prior year
development of $5.3 million in 2009, $9.2 million in 2008, and $5.9 million in
2007. The majority of this development relates to the west coast contractor
liability book of business. Contractor liability claims, particularly
construction defect claims, are long-tailed in nature and develop over a period
of ten to twelve years.
The
adverse development in 2009, 2008 and 2007 was driven by higher than expected
reported construction defect claim activity, particularly on the 1998 through
2002 accident years. The adverse development in 2009, 2008 and 2007 includes
$0.3 million, ($0.4) million, and $0.7 million, respectively, in reserve
increases (decreases) related to accident years 1997 and prior.
The
adverse development in 2009, 2008 and 2007 also includes ($0.8) million, $1.9
million, and $0.5 million, respectively, in post-commutation reserve (decreases)
increases for losses formerly subject to reinsurance treaties.
In 2009,
there was $2.0 million in favorable development on accident year 2008 due to
lower than expected loss emergence, primarily on west coast commercial
multi-peril property which was offset in part by $1.7 million in higher than
expected reserve development on the 2007 accident year, primarily on east coast
commercial multi-peril liability. In 2008 there was $3.5 million in
favorable development on west coast commercial multi-peril liability accident
years 2003 through 2005, due to lower than expected loss emergence. In 2007
there was no development on the 2003 through 2005 accident years. The favorable
development
in 2008 was driven by a decrease in claim frequency for accident years 2003
through 2005 which reflects the impact of both rate increases and changes in
underwriting.
The
variances from previous expectations in the loss activity described above were
taken into account in evaluating the ultimate liability for losses and loss
adjustment expenses.
Commercial
automobile
With
$23.3 million, $23.5 million, and $18.3 million of recorded reserves, net of
reinsurance, at December 31, 2009, 2008, and 2007, respectively, commercial
automobile is the Group’s second largest reserved line of business, representing
10%, 11%, and 10%, respectively, of the Group’s total carried net loss and loss
adjustment expense reserves at December 31, 2009, 2008, and 2007.
The
commercial automobile line of business experienced favorable prior year
development of $4.2 million in 2009, $3.0 million in 2008, and $2.5 million in
2007.
The
favorable development on the commercial automobile line of business reflects a
reduction in claims frequency for the recent accident years and a lower than
expected emergence of losses, particularly on the Group’s heavy truck programs
like Ready Mix and Aggregate Haulers. Additionally, in 2009, the
favorable development on the 2007 accident year was impacted by better than
expected case reserve development.
The
variances from previous expectations in the loss activity described above were
taken into account in evaluating the ultimate liability for losses and loss
adjustment expenses.
Workers
compensation
With $8.3
million, $7.6 million, and $7.6 million of recorded reserves, net of
reinsurance, at December 31, 2009, 2008, and 2007, respectively, workers
compensation represents 4%, 3%, and 4%, respectively, of the Group’s total
carried net loss and loss adjustment expense reserves at December 31, 2009, 2008
and 2007. A portion of this business is assumed from the National Involuntary
Pool managed by the National Council on Compensation Insurance
(NCCI).
Workers
compensation reserves developed favorably in 2009 by $0.0 million, in 2008 by
$0.4 million, and in 2007 by $0.8 million, respectively.
Workers
compensation losses are impacted heavily by medical cost increases which have
been significant recently.
The
variances from previous expectations in the loss activity described above were
taken into account in evaluating the ultimate liability for losses and loss
adjustment expenses.
All Other
lines
The
remaining lines of business collectively contributed approximately $1.0 million
in favorable development and adverse development of $0.4 million and $5.6
million for the years ended December 31, 2009, 2008, and 2007,
respectively. These lines did not individually reflect any
significant trends related to prior year development, in 2009 or
2008. The adverse development in 2007 was mainly on the Other
Liability line of business and related to an unexpected increase in litigation
activity. At December 31, 2009, Other Liability recorded reserves,
net of reinsurance, totaled $5.0 million or 2% of net loss and loss adjustment
reserves (as compared to $12.4 million or 6% of net loss and loss adjustment
reserves at December 31, 2007).
The Group
has geographic exposure to catastrophe losses in its operating territories.
Catastrophes can be caused by various events including hurricanes, windstorms,
earthquakes, hail, explosion, severe weather, and fire. The incidence and
severity of catastrophes are inherently unpredictable. The extent of losses from
a catastrophe is a function of both the total amount of insured exposure in the
area affected by the
event and
the severity of the event. Most catastrophes are restricted to small geographic
areas. However, hurricanes and earthquakes may produce significant damage in
large, heavily populated areas. The Group generally seeks to reduce its exposure
to catastrophe through individual risk selection and the purchase of catastrophe
reinsurance.
In the
ordinary course of business, the Group seeks to limit its exposure to loss on
individual claims and from the effects of catastrophes by entering into
reinsurance contracts with other insurance companies. Reinsurance is ceded on
excess of loss and pro-rata bases with the Group’s retention not exceeding
$1,000, $850 and $750 per occurrence in 2009, 2008 and 2007, respectively.
Insurance ceded by the Group does not relieve it of its primary liability as the
originating insurer.
In
conjunction with the renewal of the reinsurance program in 2009, and 2008, the
prior year reinsurance treaties were terminated on a run-off basis, which
requires that for policies in force as of the prior year end, these reinsurance
agreements continue to cover losses occurring on these policies in the future.
Therefore, the Group will continue to remit premiums to and collect reinsurance
recoverables from these syndicates of reinsurers as the underlying business runs
off.
Prior to
2007, some of the Group’s reinsurance treaties (primarily FPIC treaties)
included provisions that establish minimum and maximum cessions and allow
limited participation in the profit of the ceded business. Generally,
the Group shares on a limited basis in the profitability through contingent
ceding commissions. Exposure to the loss experience is contractually
defined at minimum and maximum levels, and the terms of such contracts are fixed
at inception. Since estimating the emergence of claims to the
applicable reinsurance layers is subject to significant uncertainty, the net
amounts that will ultimately be realized may vary significantly from the
estimated amounts presented in the Group’s results of
operations.
During
the fourth quarter of 2008, the Group commuted all reinsurance agreements with
St. Paul Fire and Marine Insurance Company. These reinsurance
agreements included participation in the property quota share and casualty
excess of loss treaties. As a result of the commutation the Group
received a cash payment of $2.5 million, and recorded a pre-tax net gain on
commutation of $0.9 million.
The
effect of reinsurance on premiums written and earned and losses incurred is as
follows:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Premiums
written:
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
153,045
|
|
|
$
|
165,377
|
|
|
$
|
182,907
|
|
Assumed
|
|
|
801
|
|
|
|
1,058
|
|
|
|
1,383
|
|
Ceded
|
|
|
(16,016
|
)
|
|
|
(19,083
|
)
|
|
|
(24,623
|
)
|
Net
premiums written
|
|
$
|
137,830
|
|
|
$
|
147,352
|
|
|
$
|
159,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums
earned:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
156,735
|
|
|
$
|
172,817
|
|
|
$
|
176,395
|
|
Assumed
|
|
|
918
|
|
|
|
1,233
|
|
|
|
1,801
|
|
Ceded
|
|
|
(17,240
|
)
|
|
|
(21,473
|
)
|
|
|
(31,521
|
)
|
Net
premiums earned
|
|
$
|
140,413
|
|
|
$
|
152,577
|
|
|
$
|
146,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses
and loss expenses incurred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
96,590
|
|
|
$
|
110,150
|
|
|
$
|
107,141
|
|
Assumed
|
|
|
31
|
|
|
|
1,043
|
|
|
|
1,185
|
|
Ceded
|
|
|
(10,479
|
)
|
|
|
(15,974
|
)
|
|
|
(17,140
|
)
|
Net
losses and loss expenses incurred
|
|
$
|
86,142
|
|
|
$
|
95,219
|
|
|
$
|
91,186
|
|
The
effect of reinsurance on unearned premiums as of December 31, 2009 and 2008
is as follows:
|
|
2009
|
|
|
2008
|
|
Unearned
Premiums:
|
|
|
|
|
|
|
Direct
|
|
$
|
76,358
|
|
|
|
80,048
|
|
Assumed
|
|
|
243
|
|
|
|
360
|
|
Gross
|
|
$
|
76,601
|
|
|
|
80,408
|
|
The
effect of reinsurance on the liability for losses and loss adjustment expenses,
and on losses and loss adjustment expenses incurred is as follows:
|
|
2009
|
|
|
2008
|
|
Liability:
|
|
|
|
|
|
|
Direct
|
|
$
|
306,173
|
|
|
|
297,988
|
|
Assumed
|
|
|
5,175
|
|
|
|
6,012
|
|
Gross
|
|
$
|
311,348
|
|
|
|
304,000
|
|
The Group
performs credit reviews of its reinsurers, focusing on financial stability. To
the extent that a reinsurer may be unable to pay losses for which it is liable
under the terms of a reinsurance agreement, the Group is exposed to the risk of
continued liability for such losses.
(7)
|
RETIREMENT
PLANS AND DEFERRED COMPENSATION
PLAN
|
The Group
maintains
a 401(k)
qualified
retirement savings plan covering substantially all employees.
Benefits are based on an employee’s annual compensation, with new employees
participating after a six-month waiting period. The Group matches a percentage
of each employee's pre-tax contribution and also contributes an amount equal to
2% of each employee’s annual compensation. Deferral amounts in excess of the
qualified plan limitations, as well as Group contributions on such compensation,
are funded into nonqualified plans benefiting affected individuals. The cost for
these benefits was $628, $628 and $510 for 2009, 2008 and 2007, respectively. In
addition, the Group generally makes a discretionary contribution each year,
based on Group profitability, to both the qualified 401(k) plan, and, where
applicable, to the nonqualified plans. The cost for this portion of the
retirement plan was $0, $492 and $463 for 2009, 2008 and 2007,
respectively.
The Group
has an unfunded noncontributory defined benefit plan for its directors. The plan
provides for monthly payments for life upon retirement, with a minimum payment
period of ten years. The net periodic benefit cost for this plan amounted to
$135, $118, and $166 for 2009, 2008, and 2007 respectively. Assumptions used in
estimating the projected benefit obligation of the plan are the discount rate
(5.65% in 2009 and 6.5% in 2008) and retirement age (65). Benefit payments for
the plan were $43 in 2009, and $34 in 2008 and 2007. Costs accrued under this
plan amounted to $1,433 and $1,315 at December 31, 2009 and 2008,
respectively. In 2009, in order to conform with tax requirements, the plan paid
out a settlement of a portion of the benefit, which amounted to
$54.
The Group
also maintains nonqualified deferred compensation plans for its directors and
officers. Under the plans, participants may elect to defer receipt of all or a
portion of their fees or salary or bonus amounts, but without any match by the
Group. Amounts deferred by directors and officers, together with accumulated
earnings, are distributed either as a lump sum or in installments over a period
of not greater than ten years. Deferred compensation, including accumulated
earnings, amounted to $1,764 and $1,505 at December 31, 2009 and 2008,
respectively.
The Group
has purchased Company-owned life insurance covering key individuals. The Group’s
cost, net of increases in cash surrender value, for the Company-owned life
insurance was $(113), $125 and $(208) for the years ended December 31,
2009, 2008 and 2007, respectively. The cash surrender value of the
Company-owned life insurance totaled $1,804 and $1,557 at December 31, 2009
and 2008, respectively, and is included in other assets.
On
December 15, 2003, the Group established an Employee Stock Ownership Plan (ESOP)
and issued 626,111 shares to the ESOP at a cost of $10 per share. The ESOP
signed a promissory note in the amount of $6,261 to purchase the shares, which
is due in 10 equal annual installments with interest at 4%. The shares purchased
are held in a suspense account for allocation among participating employees as
the loan is repaid, and are allocated to participants based on compensation as
provided for in the plan. During 2009, 2008 and 2007, 62,611 shares were
allocated to employee participants. Compensation expense equal to the
fair value of the shares allocated is recognized ratably over the period that
the shares are committed to be allocated to the employees. In 2009, 2008 and
2007 the Group recognized compensation expense of $1,019, $1,014 and $1,175,
respectively, related to the ESOP. As of December 31, 2009, the cost of the
187,833 shares issued to the ESOP but not yet allocated to its employee
participants is classified within equity as unearned ESOP shares.
The tax
effect of temporary differences that give rise to the Group’s net deferred tax
asset as of December 31 is as follows:
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Net
loss reserve discounting
|
|
$
|
7,320
|
|
|
|
7,170
|
|
Net
unearned premiums
|
|
|
4,831
|
|
|
|
5,013
|
|
Compensation
and benefits
|
|
|
1,426
|
|
|
|
1,339
|
|
Market
discount on investments
|
|
|
140
|
|
|
|
220
|
|
Contingent
ceding commission payable
|
|
|
4,229
|
|
|
|
3,115
|
|
Impairment
of investments
|
|
|
1,635
|
|
|
|
2,311
|
|
Other
|
|
|
753
|
|
|
|
885
|
|
Deferred
tax assets
|
|
|
20,334
|
|
|
|
20,053
|
|
Deferred
policy acquisition costs
|
|
|
6,418
|
|
|
|
6,866
|
|
Unrealized
net gain on investments
|
|
|
6,390
|
|
|
|
1,353
|
|
Depreciation
|
|
|
1,746
|
|
|
|
1,043
|
|
Other
|
|
|
839
|
|
|
|
977
|
|
Deferred
tax liabilities
|
|
|
15,393
|
|
|
|
10,239
|
|
Net
deferred tax asset
|
|
$
|
4,941
|
|
|
|
9,814
|
|
In
assessing the realizability of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will be realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which those
temporary differences become deductible. Management believes it is more likely
than not the Group will realize the benefits of the deferred tax assets at
December 31, 2009 and 2008.
Actual
income tax expense differed from expected tax expense, computed by applying the
United States federal corporate income tax rate of 34% to income before income
taxes, as follows:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Expected
tax expense
|
|
$
|
6,410
|
|
|
|
3,532
|
|
|
|
6,796
|
|
Tax-exempt
interest
|
|
|
(1,484
|
)
|
|
|
(1,545
|
)
|
|
|
(1,392
|
)
|
Dividends
received deduction
|
|
|
(57
|
)
|
|
|
(71
|
)
|
|
|
(65
|
)
|
Non-deductible
ESOP expense
|
|
|
134
|
|
|
|
132
|
|
|
|
187
|
|
Non-deductible
options expense
|
|
|
48
|
|
|
|
68
|
|
|
|
86
|
|
Graduated
tax rate adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
190
|
|
Company-owned
life insurance
|
|
|
(38
|
)
|
|
|
43
|
|
|
|
(71
|
)
|
Other
|
|
|
18
|
|
|
|
(3
|
)
|
|
|
23
|
|
Income
tax expense
|
|
$
|
5,031
|
|
|
|
2,156
|
|
|
|
5,754
|
|
The
components of the provision for income taxes are as follows:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
5,168
|
|
|
|
3,063
|
|
|
|
6,721
|
|
Deferred
|
|
|
(137
|
)
|
|
|
(907
|
)
|
|
|
(967
|
)
|
Income
tax expense
|
|
$
|
5,031
|
|
|
|
2,156
|
|
|
|
5,754
|
|
On
January 1, 2007, the Group adopted FIN 48. As a result of adoption,
the Group recognized a previously unrecognized tax benefit of approximately $0.2
million relating to merger-related expenses for the FPIG acquisition that took
place October 1, 2005. The application of FIN 48 for this
unrecognized tax benefit resulted in a corresponding reduction to goodwill
relating to the FPIG acquisition of $0.2 million. The adoption of FIN
48 did not result in any adjustments to beginning retained earnings, nor have a
significant effect on operations, financial condition or
liquidity. As of December 31, 2009, the Group has no unrecognized tax
benefits. The Group’s policy is to account for interest and penalties
as a component of other expenses. The Group files income tax returns
in the federal jurisdiction and various states.
The Group
markets its products through independent insurance agents, which sell commercial
lines of insurance to small to medium-sized businesses and personal lines of
insurance to individuals.
The Group
manages its business in three segments: commercial lines insurance, personal
lines insurance, and investments. The commercial lines insurance and
personal lines insurance segments are managed based on underwriting results
determined in accordance with U.S. generally accepted accounting principles, and
the investment segment is managed based on after-tax investment
returns.
Underwriting
results for commercial lines and personal lines take into account premiums
earned, incurred losses and loss adjustment expenses, and underwriting
expenses. The investments segment is evaluated by consideration of
net investment income (investment income less investment expenses) and realized
gains and losses.
In
determining the results of each segment, assets are not allocated to segments
and are reviewed in the aggregate for decision-making purposes.
Financial
data by segment is as follows:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Net
premiums earned:
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
$
|
120,871
|
|
|
$
|
132,425
|
|
|
$
|
125,427
|
|
Personal
lines
|
|
|
19,542
|
|
|
|
20,152
|
|
|
|
21,248
|
|
Total
net premiums earned
|
|
|
140,413
|
|
|
|
152,577
|
|
|
|
146,675
|
|
Net
investment income
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
13,053
|
|
Net
realized investment (losses) gains
|
|
|
621
|
|
|
|
(7,072
|
)
|
|
|
24
|
|
Other
|
|
|
2,080
|
|
|
|
2,021
|
|
|
|
1,929
|
|
Total
revenues
|
|
$
|
157,312
|
|
|
$
|
161,462
|
|
|
$
|
161,681
|
|
Income
before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
$
|
4,332
|
|
|
$
|
4,246
|
|
|
$
|
5,964
|
|
Personal
lines
|
|
|
(956
|
)
|
|
|
(1,423
|
)
|
|
|
234
|
|
Total
underwriting income
|
|
|
3,376
|
|
|
|
2,823
|
|
|
|
6,198
|
|
Net
investment income
|
|
|
14,198
|
|
|
|
13,936
|
|
|
|
13,053
|
|
Net
realized investment (losses) gains
|
|
|
621
|
|
|
|
(7,072
|
)
|
|
|
24
|
|
Other
|
|
|
657
|
|
|
|
703
|
|
|
|
714
|
|
Income
before income taxes
|
|
$
|
18,852
|
|
|
$
|
10,390
|
|
|
$
|
19,989
|
|
(10) STATUTORY
FINANCIAL INFORMATION
A
reconciliation of the Group’s statutory net income and surplus to the Group’s
net income and stockholders’ equity, under U.S. generally accepted accounting
principles, is as follows:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Net
income:
|
|
|
|
|
|
|
|
|
|
Statutory
net income
|
|
$
|
15,546
|
|
|
|
10,991
|
|
|
|
12,280
|
|
Deferred
policy acquisition costs
|
|
|
(1,318
|
)
|
|
|
(335
|
)
|
|
|
3,820
|
|
Deferred
federal income taxes
|
|
|
308
|
|
|
|
406
|
|
|
|
733
|
|
Dividends
from affiliates
|
|
|
(408
|
)
|
|
|
(3,036
|
)
|
|
|
(2,002
|
)
|
Parent
holding company loss
|
|
|
(1,398
|
)
|
|
|
(585
|
)
|
|
|
(1,226
|
)
|
Other
|
|
|
1,091
|
|
|
|
793
|
|
|
|
630
|
|
GAAP
net income
|
|
$
|
13,821
|
|
|
|
8,234
|
|
|
|
14,235
|
|
Surplus:
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory
surplus
|
|
$
|
145,732
|
|
|
|
125,964
|
|
|
|
|
|
Deferred
policy acquisition costs
|
|
|
18,876
|
|
|
|
20,193
|
|
|
|
|
|
Deferred
federal income taxes
|
|
|
(11,003
|
)
|
|
|
(1,477
|
)
|
|
|
|
|
Nonadmitted
assets
|
|
|
10,390
|
|
|
|
10,354
|
|
|
|
|
|
Unrealized
gain on fixed-income securities
|
|
|
16,829
|
|
|
|
3,012
|
|
|
|
|
|
Holding
company
|
|
|
(27,467
|
)
|
|
|
(19,758
|
)
|
|
|
|
|
Other
|
|
|
6,851
|
|
|
|
(1,018
|
)
|
|
|
|
|
GAAP
stockholders' equity
|
|
$
|
160,208
|
|
|
|
137,270
|
|
|
|
|
|
The
Group’s insurance companies are required to file statutory financial statements
with various state insurance regulatory authorities. Statutory financial
statements are prepared in accordance with accounting principles and practices
prescribed or permitted by the various states of domicile. Prescribed statutory
accounting practices include state laws, regulations, and general administrative
rules, as well as a variety of publications of the National Association of
Insurance Commissioners (NAIC). Furthermore, the NAIC adopted the Codification
of Statutory Accounting Principles effective January 1, 2001. The codified
principles
are intended to provide a comprehensive basis of accounting recognized and
adhered to in the absence of conflict with, or silence of, state statutes and
regulations. The effects of such do not affect financial statements prepared
under U.S. generally accepted accounting principles.
The
Group’s insurance companies are required by law to maintain a certain minimum
surplus on a statutory basis, and are subject to risk-based capital requirements
and to regulations under which payment of a dividend from statutory surplus may
be restricted and may require prior approval of regulatory
authorities.
All
dividends from MIC to MIG require prior notice to the Pennsylvania Insurance
Department. All “extraordinary” dividends require advance approval. A dividend
is deemed “extraordinary” if, when aggregated with all other dividends paid
within the preceding 12 months, the dividend exceeds the greater of (a)
statutory net income (excluding realized capital gains) for the preceding
calendar year or (b) 10% of statutory surplus as of the preceding
December 31. As of December 31, 2009, the amount available
for payment of dividends from MIC in 2010, without the prior approval, is
approximately $7.6 million.
All
dividends from FPIC to FPIG (wholly owned by MIG) require prior notice to the
California Department of Insurance. All “extraordinary” dividends require
advance approval. A dividend is deemed “extraordinary” if, when aggregated with
all other dividends paid within the preceding 12 months, the dividend exceeds
the greater of (a) statutory net income for the preceding calendar year or (b)
10% of statutory surplus as of the preceding December 31. As of
December 31, 2009, the amount available for payment of dividends from FPIC
in 2010, without prior approval, is approximately $7.2 million.
The NAIC
has risk-based capital (RBC) requirements that require insurance companies to
calculate and report information under a risk-based formula which measures
statutory capital and surplus needs based on a regulatory definition of risk in
a company’s mix of products and its balance sheet. All of the Group’s
insurance subsidiaries have an RBC amount above the authorized control level
RBC, as defined by the NAIC.
(11)
|
GOODWILL
AND INTANGIBLE ASSETS
|
|
Intangible
assets consist of the following and are carried in Other
Assets:
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Intangible
assets subject to amortization
|
|
$
|
484
|
|
|
|
484
|
|
Less
accumulated amortization
|
|
|
(309
|
)
|
|
|
(195
|
)
|
Net
intangible assets subject to amortization
|
|
$
|
175
|
|
|
|
289
|
|
Amortization
expense for intangible assets subject to amortization was $114, $73, and $54, in
2009, 2008 and 2007, respectively. Estimated amortization expense for 2010 and
future years is as follows:
2010
|
|
|
$
|
47
|
|
2011
|
|
|
|
47
|
|
2012
|
|
|
|
47
|
|
2013
|
|
|
|
34
|
|
|
Total
amortization
|
|
$
|
175
|
|
The Group
carries goodwill on its balance sheet in connection with the acquisitions of FHC
and FPIG. There was no change in the carrying amount of goodwill for these
acquisitions for the years ended December 31, 2009 and 2008, with $5,416
carried as of each of those dates.
Goodwill
was reduced by $209 as a result of the adoption of FIN 48 as of January 1,
2007.
The
computation of basic and diluted earnings per share is as
follows:
|
|
Year
Ended
December
31
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Numerator
for basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
13,821
|
|
|
$
|
8,234
|
|
|
$
|
14,235
|
|
Denominator
for basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted
average shares outstanding
|
|
|
6,212
|
|
|
|
6,217
|
|
|
|
6,144
|
|
Effect
of stock incentive plans
|
|
|
133
|
|
|
|
127
|
|
|
|
181
|
|
Denominator
for diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted
average shares outstanding
|
|
|
6,345
|
|
|
|
6,344
|
|
|
|
6,325
|
|
Basic
earnings per share
|
|
$
|
2.23
|
|
|
$
|
1.32
|
|
|
$
|
2.32
|
|
Diluted
earnings per share
|
|
$
|
2.18
|
|
|
$
|
1.30
|
|
|
$
|
2.25
|
|
The
denominator for diluted earnings per share does not include the effect of
outstanding stock options that have an anti-dilutive effect. For the
years ended December 31, 2009, 2008 and 2007, 40,000, 115,000 and 40,000 stock
options, respectively, were considered to be anti-dilutive and were excluded
from the earnings per share calculation.
(13)
|
SHARE-BASED
COMPENSATION
|
The Group
adopted the Mercer Insurance Group, Inc. 2004 Stock Incentive Plan (the Plan) on
June 16, 2004. Awards under the Plan may be made in the form of incentive stock
options, nonqualified stock options, restricted stock or any combination to
employees and non-employee Directors. At adoption, the Plan initially limited to
250,000 the number of shares that may be awarded as restricted stock, and to
500,000 the number of shares for which incentive stock options may be granted.
The total number of shares initially authorized in the Plan was 876,555 shares,
with an annual increase equal to 1% of the shares outstanding at the end of each
year. As of December 31, 2009, the Plan’s authorization has been increased under
this feature to 1,206,091 shares. The Plan provides that stock
options and restricted stock awards may include vesting restrictions and
performance criteria at the discretion of the Compensation Committee of the
Board of Directors. The term of options may not exceed ten years for
incentive stock options, and ten years and one month for nonqualified stock
options, and the option exercise price may not be less than fair market value on
the date of grant. All grants made under the Plan employ graded
vesting over vesting periods of 3 or 5 years for restricted stock, incentive
stock options, and nonqualified stock option grants, and include only service
conditions. During 2009 and 2008, the Group made no grants of
restricted stock, incentive stock options and non-qualified stock options. There
were 2,500 stock options and 1,000 shares of restricted stock forfeited in 2008,
and in 2009 10,000 incentive stock options expired unexercised.
In
determining the charge to the consolidated statement of earnings for 2009, 2008
and 2007, the fair value of each option award is estimated on the date of grant
using the Black-Scholes-Merton option pricing model. The significant assumptions
utilized in applying the Black-Scholes-Merton option pricing model are the
risk-free interest rate, expected term, dividend yield, and expected volatility.
The risk-free interest rate is the implied yield currently available on U.S.
Treasury zero-coupon issues with a remaining term equal to the expected term
used as the assumption in the model. The expected term of an option award is
based on expected experience of the awards. The dividend yield is determined by
dividing the per share-dividend by the grant date stock price. The expected
volatility is based on the volatility of the Group’s stock price over a
historical period.
Information
regarding 2009 stock option activity in the Plan is presented
below:
|
|
Number
of
Shares
|
|
|
Weighted
Average
Exercise
Price
per
Share
|
|
Outstanding
at December 31, 2008
|
|
|
600,700
|
|
|
$
|
13.24
|
|
Granted
- 2009
|
|
|
-
|
|
|
|
-
|
|
Exercised
- 2009
|
|
|
-
|
|
|
|
-
|
|
Forfeited
- 2009
|
|
|
(10,000
|
)
|
|
|
12.21
|
|
Outstanding
at December 31, 2009
|
|
|
590,700
|
|
|
$
|
13.26
|
|
Exercisable
at:
|
|
|
|
|
|
|
|
|
December
31, 2009
|
|
|
569,700
|
|
|
$
|
13.13
|
|
Weighted-average
remaining contractual life
|
|
|
|
|
|
4.5
years
|
|
Compensation
remaining to be recognized for unvested stock options at December 31, 2009
(millions)
|
|
|
$
|
0.1
|
|
Weighted-average
remaining amortization period
|
|
|
|
|
|
1.0
years
|
|
Aggregate
Intrinsic Value of outstanding options, December 31, 2009
(millions)
|
|
|
|
|
|
$
|
3.2
|
|
Aggregate
Intrinsic Value of exercisable options, December 31, 2009
(millions)
|
|
|
|
|
|
$
|
3.1
|
|
Information
regarding unvested restricted stock activity in the Plan in 2009 is
below:
|
|
Number
of
Shares
|
|
|
Weighted
Average
Exercise
Price
per
Share
|
|
Unvested
restricted stock at December 31, 2008
|
|
|
22,792
|
|
|
$
|
15.26
|
|
Granted
- 2009
|
|
|
0
|
|
|
|
-
|
|
Vested
- 2009
|
|
|
(19,792
|
)
|
|
|
14.12
|
|
Forfeited
- 2009
|
|
|
0
|
|
|
|
-
|
|
Unvested
restricted stock at December 31, 2009
|
|
|
3,000
|
|
|
$
|
22.18
|
|
Compensation
remaining to be recognized for unvested restricted stock at December 31,
2009 (millions)
|
|
|
|
|
|
$
|
0.1
|
|
Weighted-average
remaining amortization period
|
|
|
|
|
|
|
1.0
|
|
Information
regarding stock option activity in the Plan in 2008 is presented
below:
|
|
Number
of
Shares
|
|
|
Weighted
Average
Exercise
Price
per
Share
|
|
Outstanding
at December 31, 2007
|
|
|
603,200
|
|
|
$
|
13.24
|
|
Granted
- 2008
|
|
|
-
|
|
|
|
-
|
|
Exercised
- 2008
|
|
|
-
|
|
|
|
-
|
|
Forfeited
- 2008
|
|
|
(2,500
|
)
|
|
|
12.21
|
|
Outstanding
at December 31, 2008
|
|
|
600,700
|
|
|
$
|
13.24
|
|
Exercisable
at:
|
|
|
|
|
|
|
|
|
December
31, 2008
|
|
545,867
shares
|
|
|
$
|
12.57
|
|
Weighted-average
remaining contractual life
|
|
|
|
|
|
5.5
years
|
|
Compensation
remaining to be recognized for unvested stock options at December 31, 2008
(millions)
|
|
|
$
|
0.3
|
|
Weighted-average
remaining amortization period
|
|
|
|
|
|
1.4
years
|
|
Aggregate
Intrinsic Value of outstanding options, December 31, 2008
(millions)
|
|
|
|
|
|
$
|
0.2
|
|
Aggregate
Intrinsic Value of exercisable options, December 31, 2008
(millions)
|
|
|
|
|
|
$
|
0.2
|
|
Information
regarding unvested restricted stock activity in the Plan in 2008 is
below:
|
|
Number
of
Shares
|
|
|
Weighted
Average
Exercise
Price
per
Share
|
|
Unvested
restricted stock at December 31, 2007
|
|
|
44,584
|
|
|
$
|
14.66
|
|
Granted
- 2008
|
|
|
-
|
|
|
|
-
|
|
Vested
- 2008
|
|
|
(20,792
|
)
|
|
|
14.12
|
|
Forfeited
- 2008
|
|
|
(1,000
|
)
|
|
|
12.21
|
|
Unvested
restricted stock at December 31, 2008
|
|
|
22,792
|
|
|
$
|
15.26
|
|
Compensation
remaining to be recognized for unvested restricted stock at December 31,
2008 (millions)
|
|
|
|
|
|
$
|
0.2
|
|
Weighted-average
remaining amortization period
|
|
|
|
|
|
0.9
years
|
|
Information
regarding stock option activity in the Plan in 2007 is presented
below:
|
|
Number
of
Shares
|
|
|
Weighted
Average
Exercise
Price
per
Share
|
|
Outstanding
at December 31, 2006
|
|
|
636,700
|
|
|
$
|
13.21
|
|
Granted
- 2007
|
|
|
-
|
|
|
|
-
|
|
Exercised
- 2007
|
|
|
(14,100
|
)
|
|
|
12.43
|
|
Forfeited
- 2007
|
|
|
(19,400
|
)
|
|
|
12.85
|
|
Outstanding
at December 31, 2007
|
|
|
603,200
|
|
|
$
|
13.24
|
|
Exercisable
at:
|
|
|
|
|
|
|
|
|
December
31, 2007
|
|
|
509,533
|
|
|
$
|
12.57
|
|
Weighted-average
remaining contractual life
|
|
|
|
|
|
6.6
years
|
|
Compensation
remaining to be recognized for unvested stock options at December 31, 2007
(millions)
|
|
|
$
|
0.5
|
|
Weighted-average
remaining amortization period
|
|
|
|
|
|
2.2
years
|
|
Aggregate
Intrinsic Value of outstanding options, December 31, 2007
(millions)
|
|
|
|
|
|
$
|
3.2
|
|
Aggregate
Intrinsic Value of exercisable options, December 31, 2007
(millions)
|
|
|
|
|
|
$
|
2.8
|
|
Information
regarding unvested restricted stock activity in the Plan in 2007 is
below:
|
|
Number
of
Shares
|
|
|
Weighted
Average
Exercise
Price
per
Share
|
|
Unvested
restricted stock at December 31, 2006
|
|
|
106,334
|
|
|
$
|
13.61
|
|
Granted
- 2007
|
|
|
-
|
|
|
|
-
|
|
Vested
- 2007
|
|
|
(58,750
|
)
|
|
|
12.89
|
|
Forfeited
- 2007
|
|
|
(3,000
|
)
|
|
|
12.21
|
|
Unvested
restricted stock at December 31, 2006
|
|
|
44,584
|
|
|
$
|
14.66
|
|
Compensation
remaining to be recognized for unvested restricted stock at December 31,
2007 (millions)
|
|
|
|
|
|
$
|
0.5
|
|
Weighted-average
remaining amortization period
|
|
|
|
|
|
1.8
years
|
|
(14)
|
COMMITMENTS
AND CONTINGENCIES
|
The Group
becomes involved with certain claims and legal actions arising in the ordinary
course of business operations. Such legal actions involve disputes by
policyholders relating to claims payments as well as other litigation. In
addition, the Group’s business practices are regularly subject to review by
various state
insurance
regulatory authorities. These reviews may result in changes or clarifications of
the Group’s business practices, and may result in fines, penalties or other
sanctions. In the opinion of management, while the ultimate outcome of these
actions and these regulatory proceedings cannot be determined at this time, they
are not expected to result in liability for amounts material to the financial
condition, results of operations, or liquidity, of the
Group.
As of
December 31, 2009, the Group leased equipment and vehicles under various
operating leases that have remaining non-cancelable lease terms in excess of one
year. A summary of minimum future lease commitments as of December
31, 2009 follows:
|
|
|
Minimum
|
|
|
|
|
Requirements
|
|
Year
ending December 31:
|
|
|
|
|
|
2010
|
|
|
$
|
61
|
|
|
2011
|
|
|
|
60
|
|
|
2012
|
|
|
|
46
|
|
|
2013
|
|
|
|
33
|
|
|
2014
|
|
|
|
13
|
|
|
|
|
|
$
|
213
|
|
Rental
expenses of $414, $422, and $437 were incurred for the years ended December 31,
2009, 2008, and 2007, respectively.
In 2009,
the Group constructed a new 41,000 square foot building for its office in
Rocklin, California for a total cost of $5,110. This office space replaced
25,000 square feet the Group previously leased in Rocklin for its west coast
operations.
The
Group’s executives are parties to employment agreements with the Group which
include customary provisions for severance and change of
control.
(15)
|
RETALIATORY
TAX REFUND
|
As
previously disclosed in the Group’s SEC filings, the Group paid an aggregate of
$3.5 million, including accrued interest, to the New Jersey Division of Taxation
(the “Division”) in retaliatory premium tax for the years 1999-2004. In
conjunction with making such payments, the Group filed notices of protest with
the Division with respect to the retaliatory tax imposed. The payments were made
in response to notices of deficiency issued by the Division to the
Group.
Pursuant
to the protests, the Group received $4.3 million in 2007 as a reimbursement of
protested payments of retaliatory tax, including accrued interest, previously
made by the Group for the periods 1999-2004. The refund has been
recorded, after reduction for Federal income tax, in the amount of $2.8 million
in the 2007 consolidated statement of earnings. The allocation of the refund to
pre-tax earnings included an increase to net investment income of $720,000, for
the interest received on the refund, and $3.6 million as a reduction to Other
Expense to recognize the recovery of amounts previously charged to Other
Expense.
(16)
|
RELATED-PARTY
TRANSACTIONS
|
The Group
produces a large percentage of its business through one insurance agent, Davis
Insurance Agency (Davis), the owner of which is also a Board member of the
Group. In 2009, 2008 and 2007, premiums written through Davis totaled
4%,
4% and 4%,
respectively, of the Group’s direct written premiums. Commissions paid to Davis
were $1,203, $1,115 and $1,177 in 2009, 2008 and 2007,
respectively.
Van
Rensselaer, Ltd., which is owned by William V.R. Fogler, a director, has
provided equities investment management services to the Group since the year
1980. Fees to Van Rensselaer, Ltd. amounted to $79, $124 and $128 in 2009, 2008
and 2007, respectively.
Thomas,
Thomas & Hafer of Harrisburg, PA is a law firm the Group uses for claims
handling assistance. The brother of the Chief Executive Officer of the
Group is a partner of the firm. Fees to Thomas,
Thomas
& Hafer amounted to $56, $77 and $60 in 2009, 2008 and 2007,
respectively.
As of
December 31, 2009 and 2008, FPIG owed $3,000 under a $7,500 bank line of
credit. The line of credit bears interest at the bank’s base rate or
an optional rate based on LIBOR. The effective annual interest rate
as of December 31, 2009 and 2008 was 3.25%. The line of credit
includes covenants to maintain certain financial requirements including a
minimum A.M. Best rating, minimum statutory surplus and a requirement that no
more than 50% of allowable dividends be distributed from
subsidiaries. The Company was in compliance with all covenants as of
December 31, 2009 and 2008.
(18)
|
TRUST
PREFERRED SECURITIES
|
The
Group had the following Trust Preferred Securities outstanding as of
December 31, 2009:
|
|
|
|
Issue
Date
|
|
Amount
|
|
Interest
Rate
|
|
Maturity
Date
|
Financial
Pacific Statutory Trust I
|
12/4/2002
|
|
$
|
5,155
|
|
LIBOR
+ 4.00%
|
|
12/4/2032
|
Financial
Pacific Statutory
Trust
II
|
5/15/2003
|
|
|
3,093
|
|
LIBOR
+ 4.10%
|
|
5/15/2033
|
Financial
Pacific Statutory
Trust
III
|
9/30/2003
|
|
|
7,740
|
|
LIBOR
+ 4.05%
|
|
9/30/2033
|
Total
Trust Preferred Securities
|
|
|
|
15,988
|
|
|
|
|
Less:
Unamortized issuance
costs
|
|
|
|
(396
|
)
|
|
|
|
Total
|
|
|
$
|
15,592
|
|
|
|
|
FPIG
formed three statutory business trusts for the purpose of issuing Floating Rate
Capital Securities (Trust preferred securities) and investing the proceeds
thereof in Junior Subordinated Debentures of FPIG. FPIG holds $488 of
common stock securities issued to capitalize the Trusts. Trust preferred
securities totaling $15,500 were issued to the public.
Financial
Pacific Statutory Trust I (Trust I) is a Connecticut statutory business
trust. The Trust issued 5,000 shares of the Trust preferred
securities at a price of $1 per share for $5,000. The Trust purchased
$5,155 in Junior Subordinated Debentures from the Group that mature on
December 4, 2032. The annual effective rate of interest at
December 31, 2009 is 8.74%.
Financial
Pacific Statutory Trust II (Trust II) is a Connecticut statutory business
trust. The Trust issued 3,000 shares of the Trust preferred
securities at a price of $1 per share for $3,000. The Trust purchased
$3,093 in Junior Subordinated Debentures from the Group that mature on May 15,
2033. The annual effective rate of interest at December 31, 2009
is 8.9%.
Financial
Pacific Statutory Trust III (Trust III) is a Delaware statutory business
trust. The Trust issued 7,500 shares of the Trust preferred
securities at a price of $1 per share for $7,500. The Trust purchased
$7,740 in Junior Subordinated Debentures from the Group that mature on September
30, 2033. The annual effective rate of interest at December 31,
2009 is 8.89%.
The Group
has the right, at any time, so long as there are no continuing events of
default, to defer payments of interest on the Junior Subordinated Debentures for
a period not exceeding 20 consecutive quarters; but not beyond the stated
maturity of the Junior Subordinated Debentures. To date no interest has been
deferred. FPIG entered into three interest rate swap agreements to
economically hedge the floating interest rate on the Junior Subordinated
Debentures (note 19).
The Trust
preferred securities are subject to mandatory redemption, in whole or in part,
upon repayment of the Junior Subordinated Debentures at maturity or their
earlier redemption. The Group has the right to redeem the Junior Subordinated
Debentures after December 4, 2007 for Trust I, after May 15, 2008 for Trust
II and after September 30, 2008 for Trust III. The Group has not
exercised these rights as of December 31, 2009.
(19)
|
INTEREST
RATE SWAP AGREEMENT FOR VARIABLE-RATE
DEBT
|
The
Group had the following interest rate swaps outstanding as of December 31,
2009:
|
|
|
|
|
|
|
|
|
|
|
|
Effective
Date
|
|
Notional
Amount
|
|
Counterparty
Pays
|
|
Counterparty
Receives
|
|
Maturity
Date
|
Union
Bank of California
(Trust
I)
|
12/4/2007
|
|
$
|
5,000
|
|
3
Month LIBOR
|
|
4.7400%
fixed
|
|
12/4/2012
|
Union
Bank of California
(Trust
II)
|
5/15/2008
|
|
$
|
3,000
|
|
3
Month LIBOR
|
|
4.8000%
fixed
|
|
5/15/2013
|
Union
Bank of California
(Trust
III)
|
9/30/2008
|
|
$
|
7,500
|
|
3
Month LIBOR
|
|
4.8400%
fixed
|
|
9/30/2013
|
The Group
has interest-rate related hedging instruments to manage its exposure on its debt
instruments. The type of hedging instruments utilized by the Group
are interest rate swap agreements (swaps). Interest differentials to
be paid or received because of swap agreements are reflected as interest expense
in the consolidated statement of earnings, and changes in the fair value of the
swap over the swap period and are recorded as realized gains or
losses. By using hedging financial instruments to hedge exposures to
changes in interest rates, the Group exposes itself to market risk.
The estimated fair value
of the interest rate swaps is based on the valuation received from the financial
institution counterparty.
Market
risk is the adverse effect on the value of a financial instrument that results
from a change in interest rates. Credit risk is the potential
failure of the
counterparty to perform under the terms of the contract. When the
fair value of a contract is positive, the counterparty owes the Group, which
creates credit risk for the Group. When the fair value of a contract
is negative, the Group owes the counterparty and, therefore, it does not possess
credit risk. The Group minimizes the credit risk in hedging
instruments by entering into transactions with high-quality counterparties whose
credit rating is higher than Aa.
The Group
is party to interest rate swap agreements to hedge the floating interest rate on
the Junior Subordinated Debentures purchased by Trust I, Trust II and Trust
III. The variable-rate debt obligations expose the Group to
variability in interest payments due to changes in interest
rates. Management believes it is prudent to limit the variability of
its interest payments. To meet this objective, management enters into
swap agreements to manage fluctuations in cash flows resulting from interest
rate risk. These swaps change the variable-rate cash flow exposure on
the debt obligations to fixed-rate cash flows. Under the terms of the
interest rate swaps, the Group makes fixed interest rate payments and receives
variable interest rate payments, thereby creating the equivalent of fixed-rate
debt.
As of
December 31, 2009 and 2008 the Group was party to interest-rate swap agreements
with an aggregate notional principal amount of $15,500. For the year
ended December 31, 2009 and 2008, the Group recognized the change in the
estimated fair value of the interest rate swap agreements which is recognized in
the consolidated statement of earnings as a realized gain or (loss) of $519 and
($1,500), respectively. The estimated fair value of the interest-rate
swap was a liability of $1,360 and $1,879 as of December 31, 2009 and 2008,
respectively.
A summary
of the fair values of interest rate swaps outstanding as of December 31, 2009
and 2008 follows:
|
December
31,
2009
|
|
December
31,
2008
|
|
|
Balance
Sheet
Location
|
|
Fair
Value liability
|
|
Balance
Sheet
Location
|
|
Fair
Value liability
|
|
Interest
rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Union
Bank of California
(Trust
I)
|
Other
liabilities
|
|
$
|
(417
|
)
|
Other
liabilities
|
|
$
|
(546
|
)
|
Union
Bank of California
(Trust
II)
|
Other
liabilities
|
|
|
(274
|
)
|
Other
liabilities
|
|
|
(366
|
)
|
Union
Bank of California
(Trust
III)
|
Other
liabilities
|
|
|
(669
|
)
|
Other
liabilities
|
|
|
(967
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
derivatives
|
|
|
$
|
(1,360
|
)
|
|
|
$
|
(1,879
|
)
|
A summary
of the effect of derivative instruments on the consolidated statements of
earnings for the years ended December 31, 2009, 2008, and 2007:
|
December
31,
2009
|
|
December
31,
2008
|
|
December
31,
2007
|
|
|
|
|
Amount
|
|
|
|
Amount
|
|
|
|
Amount
|
|
|
Location
|
|
of
Gain
|
|
Location
|
|
of
(Loss)
|
|
Location
|
|
of
(Loss)
|
|
|
of
Gain
|
|
Recognized
|
|
of
(loss)
|
|
Recognized
|
|
of
(loss)
|
|
Recognized
|
|
|
in
Income
|
|
in
Income
|
|
in
Income
|
|
in
Income
|
|
in
Income
|
|
in
Income
|
|
Interest
rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized
|
|
|
|
Net
realized
|
|
|
|
Net
realized
|
|
|
|
Union
Bank of California
|
investment
|
|
|
|
investment
|
|
|
|
investment
|
|
|
|
(Trust
I)
|
gains
|
|
$
|
129
|
|
losses
|
|
$
|
(421
|
)
|
gains
|
|
$
|
(227
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized
|
|
|
|
|
Net
realized
|
|
|
|
|
Net
realized
|
|
|
|
|
Union
Bank of California
|
investment
|
|
|
|
|
investment
|
|
|
|
|
investment
|
|
|
|
|
(Trust
II)
|
gains
|
|
|
92
|
|
losses
|
|
|
(274
|
)
|
gains
|
|
|
(86
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized
|
|
|
|
|
Net
realized
|
|
|
|
|
Net
realized
|
|
|
|
|
Union
Bank of California
|
investment
|
|
|
|
|
investment
|
|
|
|
|
investment
|
|
|
|
|
(Trust
III)
|
gains
|
|
|
298
|
|
losses
|
|
|
(805
|
)
|
gains
|
|
|
(461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
derivatives
|
|
|
$
|
519
|
|
|
|
$
|
(1,500
|
)
|
|
|
$
|
(774
|
)
|
(20)
|
FAIR
VALUE OF ASSETS AND LIABILITIES
|
The
Group’s financial assets and financial liabilities measured at fair value are
categorized into three levels, based on the markets in which the assets and
liabilities are traded and the reliability of the assumptions used to determine
fair value. These levels are:
|
Level
1
-
Valuations based on unadjusted quoted market prices in active
markets for identical assets that the Group has the ability to access.
Since the valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these securities
does not entail a significant amount or degree of
judgment.
|
|
Level
2
-
Valuations based on quoted prices for similar assets in active
markets; quoted prices for identical or similar assets in inactive
markets; or valuations based on models where the significant inputs are
observable (e.g., interest rates, yield curves, prepayment speeds, default
rates, loss severities, etc.) or can be corroborated by observable market
data.
|
|
Level
3
-
Valuations that are derived from techniques in which one or more of
the significant inputs are unobservable, including broker quotes which are
non-binding.
|
The Group
uses quoted values and other data provided by a nationally recognized
independent pricing service (pricing service) as inputs into its process for
determining fair values of its investments. The pricing service covers over 99%
of all asset classes, fixed-income and equity securities, domestic and
foreign.
The
pricing service obtains market quotations and actual transaction prices for
securities that have quoted prices in active markets. Fixed
maturities other than U.S. Treasury securities generally do not trade on a daily
basis. For these securities, the pricing service prepares estimates
of fair value measurements for these securities using its proprietary pricing
applications which include available relevant market information, benchmark
curves, benchmarking of like securities, sector groupings and matrix
pricing. Additionally, the pricing service uses an Option Adjusted
Spread model to develop prepayment and interest rate scenarios.
Relevant
market information, relevant credit information, perceived market movements and
sector news is used to evaluate each asset class. The market inputs
utilized in the pricing evaluation include but are not limited to: benchmark
yields, reported trades, broker/dealer quotes, issuer spreads, two-sided
markets, benchmark securities, bids, offers, reference data and industry and
economic events. The extent of the use of each market input depends on the
asset class and the market conditions. Depending on the security, the
priority of the use of inputs may change or some market inputs may not be
relevant. For some securities additional inputs may be
necessary.
The
pricing service utilized by the Group has indicated that they will only produce
an estimate of fair value if there is objectively verifiable information to
produce a valuation. If the pricing service discontinues pricing an
investment, the Group would be required to produce an estimate of fair value
using some of the same methodologies as the pricing service, but would have to
make assumptions for market based inputs that are unavailable due to market
conditions.
The Group
reviews its securities measured at fair value and discusses the proper
classification of such investments with industry contacts and others. A review
process is performed on prices received from the pricing service. In
addition, a review is performed of the pricing service’s processes, practices
and inputs, which include any number of financial models, quotes, trades and
other market indicators. Pricing of the portfolio is reviewed on a
monthly basis and securities with changes in prices exceeding defined tolerances
are verified to other sources (e.g. broker, Bloomberg, etc.). Any
price challenges resulting from this review are based upon significant
supporting documentation which is provided to the pricing service for their
review. The Group does not adjust quotes or prices obtained from the
pricing service without first going through this process of challenging the
price with the pricing service.
The fair
value estimates of most fixed maturity investments are based on observable
market information rather than market quotes. Accordingly, the estimates
of fair value for such fixed maturities, other than U.S. Treasury securities,
provided by the pricing service are included in the amount disclosed in Level 2
of the hierarchy. The estimated fair values of U.S. Treasury securities
are included in the amount
disclosed
in Level 1 as the estimates are based on unadjusted market
prices. The Group determined that Level 2 securities would include
corporate bonds, mortgage backed securities, municipal bonds, asset-backed
securities, certain U.S. government agencies, non-U.S. government securities,
certain short-term securities and investments in mutual funds.
Securities
are generally assigned to Level 3 in cases where non-binding broker/dealer
quotes are significant inputs to the valuation and there is a lack of
transparency as to whether these quotes are based on information that is
observable in the marketplace. The Group’s Level 3 securities consist
of three holdings totaling $1.4 million, or less than 0.44% of the Group’s total
investment portfolio. These three securities were valued primarily
through the use of non-binding broker quotes.
Equities
that trade on a major exchange are assigned a Level 1. Equities not traded on a
major exchange are assigned a Level 2 or 3 based on the criteria and hierarchy
described above. Short-term investments such as open ended mutual
funds where the fund maintains a constant net asset value of one dollar, money
market funds, cash and cash sweep accounts and treasuries bills are classified
as Level 1. Level 2 short-term investments include commercial paper
and certificates of deposit, for which all inputs are observable.
Included
in Level 2, Other Liabilities are interest rate swap agreements which the Group
is a party to in order to hedge the floating interest rate on its Trust
Preferred Securities, thereby changing the variable rate exposure to a fixed
rate exposure for interest on these obligations. The estimated fair value of the
interest rate swaps is obtained from the third-party financial institution
counterparties.
The
tables below present the balances of assets and liabilities measured at fair
value on a recurring basis at December 31, 2009 and 2008.
|
|
December
31, 2009
|
|
(in
thousands)
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-income
securities, available for sale
|
|
$
|
365,464
|
|
|
$
|
5,596
|
|
|
$
|
358,520
|
|
|
$
|
1,348
|
|
Equity
securities
|
|
|
9,484
|
|
|
|
9,417
|
|
|
|
-
|
|
|
|
67
|
|
Total
assets
|
|
$
|
374,948
|
|
|
$
|
15,013
|
|
|
$
|
358,520
|
|
|
$
|
1,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
liabilities
|
|
$
|
1,360
|
|
|
$
|
-
|
|
|
$
|
1,360
|
|
|
$
|
-
|
|
Total
liabilities
|
|
$
|
1,360
|
|
|
$
|
-
|
|
|
$
|
1,360
|
|
|
$
|
-
|
|
|
|
December
31, 2008
|
|
(in
thousands)
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-income
securities, available for sale
|
|
$
|
334,087
|
|
|
$
|
4,362
|
|
|
$
|
327,958
|
|
|
$
|
1,767
|
|
Equity
securities
|
|
|
10,203
|
|
|
|
9,941
|
|
|
|
216
|
|
|
|
46
|
|
Total
assets
|
|
$
|
344,290
|
|
|
$
|
14,303
|
|
|
$
|
328,174
|
|
|
$
|
1,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
liabilities
|
|
$
|
1,879
|
|
|
$
|
-
|
|
|
$
|
1,879
|
|
|
$
|
-
|
|
Total
liabilities
|
|
$
|
1,879
|
|
|
$
|
-
|
|
|
$
|
1,879
|
|
|
$
|
-
|
|
The
changes in Level 3 assets and liabilities measured at fair value on a recurring
basis are summarized as follows at December 31, 2009 and 2008:
|
|
For
the Year Ended
|
|
|
|
December
31, 2009
|
|
(in
thousands)
|
|
Fixed-income
securities,
available
for
sale
|
|
|
Equity
securities
|
|
|
|
|
|
|
|
|
Balance,
beginning of year
|
|
$
|
1,767
|
|
|
$
|
46
|
|
Total
net (losses) gains included in net income
|
|
|
-
|
|
|
|
-
|
|
Total
net gains (losses) included in other comprehensive income
|
|
|
53
|
|
|
|
21
|
|
Purchases,
sales, issuances and settlements, net
|
|
|
-
|
|
|
|
-
|
|
Transfers
out of level 3
|
|
|
(472
|
)
|
|
|
-
|
|
Balance,
end of year
|
|
$
|
1,348
|
|
|
$
|
67
|
|
|
|
For
the Year Ended
|
|
|
|
December
31, 2008
|
|
(in
thousands)
|
|
Fixed-income
securities,
available
for
sale
|
|
|
Equity
securities
|
|
|
|
|
|
|
|
|
Balance,
beginning of year
|
|
$
|
2,399
|
|
|
$
|
823
|
|
Total
net (losses) gains included in net income
|
|
|
(557
|
)
|
|
|
657
|
|
Total
net gains (losses) included in other comprehensive income
|
|
|
9
|
|
|
|
(682
|
)
|
Purchases,
sales, issuances and settlements, net
|
|
|
921
|
|
|
|
(752
|
)
|
Transfers
out of level 3
|
|
|
(1,005
|
)
|
|
|
0
|
|
Balance,
end of year
|
|
$
|
1,767
|
|
|
$
|
46
|
|
For the
year ended December 31, 2009, there were no assets or liabilities measured at
fair value on a nonrecurring basis.
(21)
|
FINANCIAL
INSTRUMENTS WITH OFF-BALANCE SHEET
RISK
|
The Group
accepts various forms of collateral for issuance of its surety bonds including
cash, irrevocable letters of credit and certificates of deposit. The
Group’s policy is to record in the accompanying consolidated financial
statements only those funds received as cash deposits. The off-balance sheet
collateral held by the Group consists solely of irrevocable letters of credit
totaling $138 and $278 as of December 31, 2009 and 2008,
respectively.
(22)
|
QUARTERLY
FINANCIAL DATA (unaudited)
|
The
Group’s unaudited quarterly financial information is as follows:
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
(Unaudited,
in thousands, except per share data)
|
|
Net
premiums written
|
|
$
|
31,856
|
|
|
$
|
34,539
|
|
|
$
|
40,326
|
|
|
$
|
43,749
|
|
|
$
|
33,355
|
|
|
$
|
37,575
|
|
|
$
|
32,293
|
|
|
$
|
31,489
|
|
Net
premiums earned
|
|
|
35,582
|
|
|
|
39,077
|
|
|
|
34,952
|
|
|
|
38,644
|
|
|
|
34,681
|
|
|
|
37,869
|
|
|
|
35,198
|
|
|
|
36,987
|
|
Net
investment income earned
|
|
|
3,603
|
|
|
|
3,361
|
|
|
|
3,625
|
|
|
|
3,343
|
|
|
|
3,605
|
|
|
|
3,469
|
|
|
|
3,365
|
|
|
|
3,763
|
|
Net
realized gains (losses)
|
|
|
(481
|
)
|
|
|
(820
|
)
|
|
|
402
|
|
|
|
157
|
|
|
|
472
|
|
|
|
(2,281
|
)
|
|
|
228
|
|
|
|
(4,128
|
)
|
Net
income
|
|
|
2,891
|
|
|
|
2,592
|
|
|
|
3,750
|
|
|
|
3,233
|
|
|
|
3,554
|
|
|
|
1,780
|
|
|
|
3,626
|
|
|
|
629
|
|
Other
comprehensive income
(loss)
|
|
|
1,945
|
|
|
|
546
|
|
|
|
2,928
|
|
|
|
(3,561
|
)
|
|
|
7,007
|
|
|
|
(3,954
|
)
|
|
|
(2,154
|
)
|
|
|
4,567
|
|
Comprehensive
income (loss)
|
|
$
|
4,836
|
|
|
$
|
3,138
|
|
|
$
|
6,678
|
|
|
$
|
(328
|
)
|
|
$
|
10,561
|
|
|
$
|
(2,174
|
)
|
|
$
|
1,472
|
|
|
$
|
5,196
|
|
Net
income per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.47
|
|
|
$
|
0.42
|
|
|
$
|
0.61
|
|
|
$
|
0.52
|
|
|
$
|
0.57
|
|
|
$
|
0.28
|
|
|
$
|
0.58
|
|
|
$
|
0.10
|
|
Diluted
|
|
$
|
0.46
|
|
|
$
|
0.41
|
|
|
$
|
0.60
|
|
|
$
|
0.51
|
|
|
$
|
0.56
|
|
|
$
|
0.28
|
|
|
$
|
0.56
|
|
|
$
|
0.10
|
|
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM
9A.
CONTROLS
AND
PROCEDURES.
|
(a)
|
Evaluation of Disclosure
Controls and
Procedures
|
Mercer
Insurance Group, Inc’s Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the design and operation of the Group’s
disclosure controls and procedures as of December 31, 2009, and based on
that evaluation they have concluded that these controls and procedures are
effective as of that date.
(b)
|
Changes in Internal Control
Over Financial
Reporting
|
There
have been no changes in the Group’s internal control over financial reporting
during the fourth quarter of 2009 that have materially affected, or are
reasonably likely to materially affect, the Group’s internal control over
financial reporting.
(c)
|
Management’s Annual Report on
Internal Control Over Financial
Reporting
|
The
management of Mercer Insurance Group, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting for the Group.
With the participation of the Chief Executive Office r and the Chief Financial
Officer, our management conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework and criteria
established in
Internal
Control — Integrated Framework,
issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our evaluation,
our management has concluded that our internal control over financial reporting
was effective as of December 31, 2009.
Mercer
Insurance Group, Inc.’s Independent Registered Public Accounting Firm, KPMG LLP,
has issued an audit report on the effectiveness of our internal control over
financial reporting. This audit report appears below.
|
|
|
|
|
Mercer
Insurance Group, Inc.
|
|
March 16,
2010
|
|
By: /s/
Andrew R. Speaker
|
|
|
Andrew
R. Speaker
President
and Chief Executive Officer
|
|
March 16,
2010
|
|
By: /s/
David B. Merclean
|
|
|
David
B. Merclean
Senior
Vice President of Finance and
Chief
Financial Officer
|
Report of
Independent Registered Public Accounting Firm
The Board
of Directors and Stockholders
Mercer
Insurance Group, Inc.:
We have
audited Mercer Insurance Group. Inc.’s internal control over financial reporting
as of December 31, 2009, based on criteria established in
Internal Control—Integrated
Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO)
.
Mercer Insurance Group, Inc.’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included performing other
such procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
A
company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our
opinion Mercer Insurance Group, Inc. maintained, in all material
respects, effective internal control over financial reporting as of
December 31, 2009, based on criteria established in
Internal Control—Integrated
Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Mercer
Insurance Group, Inc. and subsidiaries as of December 31, 2009 and 2008, and the
related consolidated statements of earnings, stockholders’ equity, and cash
flows for each of the years in the three-year period ended December 31, 2009,
and our report dated March 16, 2010,
expressed an
unqualified opinion on those consolidated financial
statements.
/s/
KPMG LLP
Philadelphia,
Pennsylvania
March 16,
2010
ITEM
9B. OTHER
INFORMATION.
None.
PART
III
ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The
information required by Item 10 is incorporated by reference to Registrant’s
definitive proxy statement to be filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, within 120 days after
December 31, 2009.
ITEM
11. EXECUTIVE
COMPENSATION.
The
information required by Item 11 is incorporated by reference to Registrant’s
definitive proxy statement to be filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, within 120 days after
December 31, 2009.
ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The
information required by Item 12 is incorporated by reference to Registrant’s
definitive proxy statement to be filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, within 120 days after December 31,
2009.
ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
The
information required by Item 13 is incorporated by reference to Registrant’s
definitive proxy statement to be filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, within 120 days after December 31,
2009.
ITEM
14. PRINCIPAL
ACCOUNTING FEES AND SERVICES.
The
information required by Item 14 is incorporated by reference to Registrant’s
definitive proxy statement to be filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, within 120 days after December 31,
2009.
PART
IV
ITEM
15. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
(a) (1)
|
The
following consolidated financial statements are filed as a part of this
report in Item 8.
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
|
Consolidated
Financial Statements:
|
|
|
Consolidated
Balance Sheets as of December 31, 2009 and 2008
|
|
|
Consolidated
Statements of Earnings for Each of the Years in the Three-year Period
Ended December 31, 2009
|
|
|
Consolidated
Statements of Stockholders’ Equity for Each of the Years in the Three-year
Period Ended December 31, 2009
|
|
|
Consolidated
Statements of Cash Flows for Each of the Years in the Three-year Period
Ended December 31, 2009
|
|
|
Notes
to Consolidated Financial Statements
|
|
|
|
|
(2)
|
The
following consolidated financial statement schedules for the years 2009,
2008 and 2007 are submitted herewith:
|
|
|
|
|
|
Financial
Statement Schedules:
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
|
Schedule
I.
|
Summary
of Investments – Other Than Investments in Related Parties
|
|
|
Schedule
II.
|
Condensed
Financial Information of Parent Company
|
|
|
Schedule
III.
|
Supplementary
Insurance Information
|
|
|
Schedule
IV.
|
Reinsurance
|
|
|
Schedule
V.
|
Allowance
for Uncollectible Premiums and other Receivables
|
|
|
Schedule
VI.
|
Supplemental
Information
|
|
|
Schedule
VI.
|
Supplemental
Insurance Information Concerning Property and Casualty
Subsidiaries
|
|
All other
schedules are omitted because they are not applicable or the required
information is included in the financial statements or notes
thereto.
(3)
Exhibits:
The
exhibits required by Item 601 of Regulation SK are listed in the Exhibit Index.
Documents not accompanying this report are incorporated by reference as
indicated on the Exhibit Index.
EXHIBIT
INDEX
NUMBER
|
|
TITLE
|
|
|
|
3.1
|
|
Articles
of Incorporation of Mercer Insurance Group, Inc. (incorporated by
reference herein to the Company’s Pre-effective Amendment No. 3 on Form
S-1, SEC File No. 333-104897.)
|
|
|
|
3.2
|
|
Bylaws
of Mercer Insurance Group, Inc. (incorporated by reference herein to the
Company’s Annual Report on Form 10-K, SEC File No. 000-25425, for the
fiscal year ended December 31, 2003.)
|
|
|
|
4.1
|
|
Form
of certificate evidencing shares of common stock of Mercer Insurance
Group, Inc. (incorporated by reference herein to the Company’s
Pre-effective Amendment No. 3 on Form S-1, SEC File No.
333-104897.)
|
|
|
|
10.1
|
|
Mercer
Insurance Group, Inc. Employee Stock Ownership Plan (incorporated by
reference herein to the Company’s Pre-effective Amendment No. 3 on Form
S-1, SEC File No. 333-104897.)
|
|
|
|
10.2
|
|
Employment
Agreement, dated as of April 1, 2004, among BICUS Services Corporation,
Mercer Insurance Company and Andrew R. Speaker (incorporated by reference
herein to the Company’s Annual Report on Form 10-K, SEC File
No. 000-25425, for the fiscal year ended December 31,
2003.)
|
|
|
|
10.3
|
|
Employment
Agreement, dated as of April 1, 2004, among BICUS Services Corporation,
Mercer Insurance Company and Paul D. Ehrhardt (incorporated by reference
herein to the Company’s Annual Report on Form 10-K, SEC File
No. 000-25425, for the fiscal year ended December 31,
2003.)
|
|
|
|
10.4
|
|
Amended
and Restated Employment Agreement, dated as of March 15, 2007, among BICUS
Services Corporation, Mercer Insurance Group, Inc., Mercer Insurance
Company and David B. Merclean (incorporated by reference herein to the
Company’s Annual Report on Form 10-K, SEC File No. 000-25425,
for the fiscal year ended December 31, 2006.)
|
|
|
|
10.5
|
|
Employment
Agreement, dated as of October 1, 2006, among BICUS Services
Corporation, Mercer Insurance Group, Inc., Mercer Insurance Company and
Paul R. Corkery (incorporated by reference herein to the
Company’s Quarterly Report on Form 10-Q, SEC File No.
000-25425, for the quarter ended September 30, 2006.)
|
|
|
|
10.6
|
|
Amendment
No. 1 to Employment Agreement, dated as of March 15, 2007, among BICUS
Services Corporation, Mercer Insurance Group, Inc., Mercer Insurance
Company and Paul R. Corkery (incorporated by reference herein to the
Company’s Annual Report on Form 10-K, SEC File No. 000-25425,
for the fiscal year ended December 31, 2006.)
|
|
|
|
10.7
|
|
Mercer
Mutual Insurance Company Executive Nonqualified ‘Excess‘ Plan dated
June 1, 2002 (incorporated by reference herein to the Company’s
Pre-effective Amendment No. 3 on Form S-1, SEC File
No. 333-104897.)
|
|
|
|
10.8
|
|
Mercer
Mutual Insurance Company Benefit Agreement dated December 11, 1989, as
amended (incorporated by reference herein to the Company’s Pre-effective
Amendment No. 3 on Form S-1, SEC File No. 333-104897.)
|
|
|
|
10.9
|
|
Mercer
Insurance Group, Inc. 2004 Stock Incentive Plan, as amended through
January 18, 2006 (incorporated by reference herein to the
Company’s Annual Report on Form 10-K, SEC File No. 000-25425,
for the fiscal year ended December 31, 2005.)
|
|
|
|
10.10
|
|
Mercer
Insurance Group, Inc. 401(k) Mirror Plan (incorporated by reference herein
to the Company’s Annual Report on Form 10-K, SEC File No. 000-25425, for
the fiscal year ended December 31, 2006.)
|
|
|
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
Mercer
Insurance Group, Inc.
|
|
|
|
By:
|
/s/ Andrew R. Speaker
|
|
March
16, 2010
|
Andrew
R. Speaker
|
|
President
and Chief Executive Officer and a Director
|
|
|
|
By:
|
/s/ David B. Merclean
|
|
March
16, 2010
|
David
B. Merclean
|
|
Senior
Vice President of Finance and Chief Financial Officer
Principal
Accounting Officer
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.
By
|
/s/ Roland D. Boehm
|
|
March
16, 2010
|
Roland
D. Boehm
|
|
Vice
Chairman of the Board of Directors
|
|
|
|
By:
|
/s/
H. Thomas Davis
|
|
March
16, 2010
|
H.
Thomas Davis
|
|
Director
|
|
|
|
By:
|
/s/
William V. R. Fogler
|
|
March
16, 2010
|
William
V. R. Fogler
|
|
Director
|
|
|
|
By:
|
/s/
William C. Hart
|
|
March
16, 2010
|
William
C. Hart
|
|
Director
|
|
|
|
By:
|
/s/
George T. Hornyak, Jr.
|
|
March
16, 2010
|
George
T. Hornyak, Jr.
|
|
Chairman
of the Board of Directors
|
|
|
|
By:
|
/s/
Samuel J. Malizia
|
|
March
16, 2010
|
Samuel
J. Malizia
|
|
Director
|
|
|
|
By:
|
/s/
Richard U. Niedt
|
|
March
16, 2010
|
Richard
U. Niedt
|
|
Director
|
|
|
|
By:
|
/s/
Andrew R. Speaker
|
|
March
16, 2010
|
Andrew
R. Speaker
|
|
President
and Chief Executive Officer and a Director
|
|
Report of Independent
Registered Public Accounting Firm
The Board
of Directors and Stockholders
Mercer
Insurance Group, Inc.
Under
date of March 16, 2010, we reported on the consolidated balance sheets of Mercer
Insurance Group, Inc. and subsidiaries as of December 31, 2009 and 2008, and the
related consolidated statements of earnings, stockholders’ equity, and cash
flows for each of the years in the three-year period ended December 31, 2009,
which are included in the annual report on Form 10-K. In connection
with our audits of the aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedules in the annual
report on Form 10-K. These financial statement schedules are the
responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statement schedules based on our
audits.
In our
opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
/s/ KPMG
LLP
Philadelphia,
Pennsylvania
March 16,
2010
Mercer
Insurance Group, Inc. and Subsidiaries
Schedule
I - Summary of Investments - Other than
Investments
in Related Parties as of December 31, 2009
Column A
|
|
Column
B
|
|
|
Column
C
|
|
|
Column
D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Balance
|
|
Type of Investment
|
|
Cost
|
|
|
Value
|
|
|
Sheet
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
Fixed
maturities:
|
|
|
|
|
|
|
|
|
|
Bonds:
|
|
|
|
|
|
|
|
|
|
United
States Government and government agencies and authorities
|
|
$
|
68,864
|
|
|
|
72,021
|
|
|
|
72,021
|
|
States,
municipalities and political subdivisions
|
|
|
136,706
|
|
|
|
143,293
|
|
|
|
143,293
|
|
All
Other
|
|
|
143,065
|
|
|
|
150,150
|
|
|
|
150,150
|
|
Total
fixed income securities
|
|
|
348,635
|
|
|
|
365,464
|
|
|
|
365,464
|
|
Equity
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
Banks,
trust and insurance companies
|
|
|
418
|
|
|
|
468
|
|
|
|
468
|
|
Industrial,
miscellaneous and all other
|
|
|
6,162
|
|
|
|
7,881
|
|
|
|
7,881
|
|
Preferred
stocks:
|
|
|
936
|
|
|
|
1,135
|
|
|
|
1,135
|
|
Total
equity securities
|
|
|
7,516
|
|
|
|
9,484
|
|
|
|
9,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investments
|
|
$
|
356,151
|
|
|
|
374,948
|
|
|
|
374,948
|
|
See
accompanying report of independent registered public accounting
firm.
MERCER
INSURANCE GROUP, INC.
SCHEDULE
II - CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
Condensed
Balance Sheet
December
31, 2009 and 2008
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars
in thousands)
|
|
ASSETS
|
|
|
|
|
|
|
Investment
in common stock of subsidiaries (equity method)
|
|
$
|
167,932
|
|
|
$
|
139,611
|
|
Investment
in preferred stock of subsidiaries (equity method)
|
|
|
-
|
|
|
|
2,475
|
|
Cash
and cash equivalents
|
|
|
72
|
|
|
|
1,644
|
|
Goodwill
|
|
|
-
|
|
|
|
1,797
|
|
Deferred
tax asset
|
|
|
339
|
|
|
|
379
|
|
Other
assets
|
|
|
638
|
|
|
|
512
|
|
Total
assets
|
|
$
|
168,981
|
|
|
$
|
146,418
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
1
|
|
|
$
|
1
|
|
Other
liabilities
|
|
|
8,772
|
|
|
|
9,147
|
|
Total
liabilities
|
|
|
8,773
|
|
|
|
9,148
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
|
Preferred
stock, no par value, authorized 5,000,000 shares, no shares issued
and
outstanding
|
|
|
-
|
|
|
|
-
|
|
Common
stock, no par value, authorized 15,000,000 shares, issued
|
|
|
|
|
|
|
|
|
7,074,333
shares, outstanding 6,883,498 shares and
|
|
|
|
|
|
|
|
|
6,801,095
shares
|
|
|
-
|
|
|
|
-
|
|
Additional
paid-in capital
|
|
|
72,139
|
|
|
|
71,369
|
|
Accumulated
other comprehensive income:
|
|
|
|
|
|
|
|
|
Unrealized
gains in investments, net of deferred income taxes
|
|
|
12,220
|
|
|
|
2,494
|
|
Retained
Earnings
|
|
|
86,101
|
|
|
|
74,138
|
|
Unearned
ESOP shares
|
|
|
(1,878
|
)
|
|
|
(2,505
|
)
|
Treasury
stock, 632,076 and 621,773 shares
|
|
|
(8,374
|
)
|
|
|
(8,226
|
)
|
Total
stockholders' equity
|
|
|
160,208
|
|
|
|
137,270
|
|
Total
liabilities and stockholders' equity
|
|
$
|
168,981
|
|
|
$
|
146,418
|
|
See
accompanying report of independent registered public accounting
firm.
MERCER
INSURANCE GROUP, INC.
SCHEDULE
II - CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
Condensed
Statement of Earnings
For the
Years ended December 31, 2009, 2008 and 2007
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In
thousands)
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
Investment
income, net of expenses
|
|
$
|
13
|
|
|
|
40
|
|
|
|
81
|
|
Total
revenue
|
|
|
13
|
|
|
|
40
|
|
|
|
81
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses
|
|
|
1,049
|
|
|
|
1,269
|
|
|
|
1,840
|
|
Total
expenses
|
|
|
1,049
|
|
|
|
1,269
|
|
|
|
1,840
|
|
Loss
before tax benefit
|
|
|
(1,036
|
)
|
|
|
(1,229
|
)
|
|
|
(1,759
|
)
|
Income
tax benefit
|
|
|
(210
|
)
|
|
|
(258
|
)
|
|
|
(374
|
)
|
Loss
before equity in income of subsidiaries
|
|
|
(826
|
)
|
|
|
(971
|
)
|
|
|
(1,385
|
)
|
Equity
in income of subsidiaries
|
|
|
14,647
|
|
|
|
9,205
|
|
|
|
15,620
|
|
Net
income
|
|
$
|
13,821
|
|
|
|
8,234
|
|
|
|
14,235
|
|
See
accompanying report of independent registered public accounting
firm.
MERCER
INSURANCE GROUP, INC.
SCHEDULE
II - CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
Condensed Statements
of Cash Flows
For the
Years ended December 31, 2009, 2008 and 2007
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
13,821
|
|
|
|
8,234
|
|
|
|
14,235
|
|
Dividends
from subsidiaries
|
|
|
2,640
|
|
|
|
2,275
|
|
|
|
1,500
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
in undistributed income of subsidiaries
|
|
|
(14,647
|
)
|
|
|
(9,205
|
)
|
|
|
(15,620
|
)
|
ESOP
share commitment
|
|
|
1,019
|
|
|
|
1,014
|
|
|
|
1,175
|
|
Amortization
of restricted stock compensation
|
|
|
345
|
|
|
|
547
|
|
|
|
1,043
|
|
Deferred
income tax
|
|
|
40
|
|
|
|
(42
|
)
|
|
|
(35
|
)
|
Other
|
|
|
(442
|
)
|
|
|
(54
|
)
|
|
|
(305
|
)
|
Net
cash provided by operating activities
|
|
|
2,776
|
|
|
|
2,769
|
|
|
|
1,993
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
benefit from stock compensation plans
|
|
|
33
|
|
|
|
40
|
|
|
|
153
|
|
Dividends
to shareholders
|
|
|
(1,858
|
)
|
|
|
(1,709
|
)
|
|
|
(1,251
|
)
|
Capital
contributions to subsidiaries
|
|
|
(2,375
|
)
|
|
|
-
|
|
|
|
-
|
|
Purchase
of treasury stock
|
|
|
(148
|
)
|
|
|
(1,860
|
)
|
|
|
(45
|
)
|
Net
cash used in financing activities
|
|
|
(4,348
|
)
|
|
|
(3,529
|
)
|
|
|
(1,143
|
)
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(1,572
|
)
|
|
|
(760
|
)
|
|
|
850
|
|
Cash
and cash equivalents at beginning of period
|
|
|
1,644
|
|
|
|
2,404
|
|
|
|
1,554
|
|
Cash
and cash equivalents at end of period
|
|
$
|
72
|
|
|
|
1,644
|
|
|
|
2,404
|
|
Cash
paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income
taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
See
accompanying report of independent registered public accounting
firm.
Mercer
Insurance Group, Inc. and Subsidiaries
Schedule
III - Supplementary Insurance Information
Column A
|
|
Column
B
|
|
|
Column
C
|
|
|
Column
D
|
|
|
Column
E
|
|
|
Column
F
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future
Policy
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
Benefits,
|
|
|
|
|
|
Other
Policy
|
|
|
|
|
|
|
Policy
|
|
|
Losses,
Claims,
|
|
|
|
|
|
Claims
and
|
|
|
Net
|
|
|
|
Acquisition
|
|
|
and
Loss
|
|
|
Unearned
|
|
|
Benefits
|
|
|
Premium
|
|
Segment
|
|
costs
|
|
|
Expenses
|
|
|
Premiums
|
|
|
Payable
|
|
|
Earned
|
|
|
|
(Dollars
in thousands)
|
|
December
31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
$
|
16,100
|
|
|
|
301,846
|
|
|
|
65,509
|
|
|
|
-
|
|
|
|
120,871
|
|
Personal
lines
|
|
|
2,776
|
|
|
|
9,502
|
|
|
|
11,092
|
|
|
|
-
|
|
|
|
19,542
|
|
Total
|
|
$
|
18,876
|
|
|
|
311,348
|
|
|
|
76,601
|
|
|
|
-
|
|
|
|
140,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
$
|
17,321
|
|
|
|
293,612
|
|
|
|
69,180
|
|
|
|
-
|
|
|
|
132,425
|
|
Personal
lines
|
|
|
2,872
|
|
|
|
10,388
|
|
|
|
11,228
|
|
|
|
-
|
|
|
|
20,152
|
|
Total
|
|
$
|
20,193
|
|
|
|
304,000
|
|
|
|
80,408
|
|
|
|
-
|
|
|
|
152,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
$
|
17,679
|
|
|
|
263,571
|
|
|
|
76,489
|
|
|
|
|
|
|
|
125,427
|
|
Personal
lines
|
|
|
2,849
|
|
|
|
10,828
|
|
|
|
11,535
|
|
|
|
|
|
|
|
21,248
|
|
Total
|
|
$
|
20,528
|
|
|
|
274,399
|
|
|
|
88,024
|
|
|
|
-
|
|
|
|
146,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column
G
|
|
|
Column
H
|
|
|
Column
I
|
|
|
Column
J
|
|
|
Column
K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
Losses
and
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
Investment
|
|
|
Settlement
|
|
|
Amortization
|
|
|
Operating
|
|
|
Premiums
|
|
|
|
Income
|
|
|
Expenses
|
|
|
of
DPAC
|
|
|
Expenses
|
|
|
Written
|
|
|
|
(Dollars
in thousands)
|
|
December
31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
|
|
|
|
|
72,588
|
|
|
|
33,358
|
|
|
|
10,594
|
|
|
|
118,410
|
|
Personal
lines
|
|
|
|
|
|
|
13,554
|
|
|
|
5,447
|
|
|
|
1,496
|
|
|
|
19,420
|
|
Total
|
|
$
|
14,198
|
|
|
|
86,142
|
|
|
|
38,805
|
|
|
|
12,090
|
|
|
|
137,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
|
|
|
|
|
81,223
|
|
|
|
36,073
|
|
|
|
10,883
|
|
|
|
127,418
|
|
Personal
lines
|
|
|
|
|
|
|
13,996
|
|
|
|
5,611
|
|
|
|
1,968
|
|
|
|
19,934
|
|
Total
|
|
$
|
13,936
|
|
|
|
95,219
|
|
|
|
41,684
|
|
|
|
12,851
|
|
|
|
147,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
lines
|
|
|
|
|
|
|
76,293
|
|
|
|
33,267
|
|
|
|
9,903
|
|
|
|
139,360
|
|
Personal
lines
|
|
|
|
|
|
|
14,893
|
|
|
|
5,496
|
|
|
|
625
|
|
|
|
20,307
|
|
Total
|
|
$
|
13,053
|
|
|
|
91,186
|
|
|
|
38,763
|
|
|
|
10,528
|
|
|
|
159,667
|
|
See
accompanying report of independent registered public accounting
firm.
Mercer
Insurance Group, Inc. and Subsidiaries
For
the years ended December 31, 2009, 2008 and 2007
Schedule
IV- Reinsurance
Column A
|
|
Column
B
|
|
|
Column
C
|
|
|
Column
D
|
|
|
Column
E
|
|
|
Column
F
|
|
|
|
|
|
|
|
|
|
Assumed
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
Ceded
to
|
|
|
from
|
|
|
|
|
|
of
Amount
|
|
|
|
Gross
|
|
|
Other
|
|
|
other
|
|
|
Net
|
|
|
Assumed
|
|
Premiums Earned
|
|
Amount
|
|
|
Companies
|
|
|
Companies
|
|
|
Amount
|
|
|
to Net
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the year ended December 31, 2009
|
|
$
|
156,735
|
|
|
|
17,240
|
|
|
|
918
|
|
|
|
140,413
|
|
|
|
0.7
|
%
|
For
the year ended December 31, 2008
|
|
$
|
172,817
|
|
|
|
21,473
|
|
|
|
1,233
|
|
|
|
152,577
|
|
|
|
0.8
|
%
|
For
the year ended December 31, 2007
|
|
$
|
176,395
|
|
|
|
31,521
|
|
|
|
1,801
|
|
|
|
146,675
|
|
|
|
1.2
|
%
|
See
accompanying report of independent registered public accounting
firm.
Mercer
Insurance Group, Inc. and Subsidiaries
For
the years ended December 31, 2009, 2008 and 2007
Schedule
V- Allowance for Uncollectible Premiums and Other Receivables
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
January 1
|
|
$
|
410
|
|
|
$
|
402
|
|
|
$
|
628
|
|
Additions
|
|
|
147
|
|
|
|
287
|
|
|
|
102
|
|
Deletions
|
|
|
(128
|
)
|
|
|
(279
|
)
|
|
|
(328
|
)
|
Balance,
December 31
|
|
$
|
429
|
|
|
$
|
410
|
|
|
$
|
402
|
|
See
accompanying report of independent registered public accounting
firm.
Mercer
Insurance Group, Inc. and Subsidiaries
For
the years ended December 31, 2009, 2008 and 2007
Schedule
VI - Supplemental Information
Column A
|
|
Column
B
|
|
|
Column
C
|
|
|
Column
D
|
|
|
Column
E
|
|
|
Column
F
|
|
|
Column
G
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
Reserve
for
|
|
|
Discount
|
|
|
|
|
|
|
|
|
|
|
|
|
Policy
|
|
|
Losses
and
|
|
|
if
any
|
|
|
|
|
|
Net
|
|
|
Net
|
|
|
|
Acquisition
|
|
|
Loss
Adj.
|
|
|
Deducted
in
|
|
|
Unearned
|
|
|
Earned
|
|
|
Investment
|
|
Affiliation with Registrant
|
|
Costs
|
|
|
Expenses
|
|
|
Column
C
|
|
|
Premiums
|
|
|
Premiums
|
|
|
Income
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2009
|
|
$
|
18,876
|
|
|
|
311,348
|
|
|
|
-
|
|
|
|
76,601
|
|
|
|
140,413
|
|
|
|
14,198
|
|
Year
ended December 31, 2008
|
|
$
|
20,193
|
|
|
|
304,000
|
|
|
|
-
|
|
|
|
80,408
|
|
|
|
152,577
|
|
|
|
13,936
|
|
Year
ended December 31, 2007
|
|
$
|
20,528
|
|
|
|
274,399
|
|
|
|
-
|
|
|
|
88,024
|
|
|
|
146,675
|
|
|
|
13,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column
H
|
|
|
Column
I
|
|
|
Column
J
|
|
|
Column
K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses
and LAE
|
|
|
|
|
|
|
Paid
|
|
|
|
|
|
|
|
|
|
|
|
Incurred
|
|
|
|
|
|
|
Losses
and
|
|
|
Net
|
|
|
|
|
|
|
|
Current
|
|
|
Prior
|
|
|
Amortization
|
|
|
Adjustment
|
|
|
Written
|
|
|
|
|
|
|
|
Year
|
|
|
Year
|
|
|
of
DPAC
|
|
|
Expenses
|
|
|
Premiums
|
|
|
|
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2009
|
|
|
|
|
|
$
|
86,046
|
|
|
|
96
|
|
|
|
38,805
|
|
|
|
73,080
|
|
|
|
137,830
|
|
Year
ended December 31, 2008
|
|
|
|
|
|
$
|
89,088
|
|
|
|
6,131
|
|
|
|
41,684
|
|
|
|
69,274
|
|
|
|
147,352
|
|
Year
ended December 31, 2007
|
|
|
|
|
|
$
|
83,015
|
|
|
|
8,171
|
|
|
|
38,763
|
|
|
|
63,691
|
|
|
|
159,667
|
|
See accompanying report of independent
registered public accounting firm.
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