UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

 

 

Commission File Number 0-6612

ProCentury Corporation

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code
(614) 895-2000

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Securities registered pursuant to Section 12(g) of the Act:
NONE

 

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

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No 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, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

 

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2007, based upon the closing sale price of the Common Shares on June 30, 2007 as reported on the NASDAQ National Market, was $223,894,611.

 

The number of shares outstanding of the Registrant’s Common Shares, without par value, on March 17, 2008 was 13,421,032

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

TABLE OF CONTENTS

 

 

 

General

 

ProCentury Corporation, or ProCentury, is a property and casualty insurance holding company that writes specialty insurance products for small and mid-sized businesses through Century Surety Company, or Century, and ProCentury Insurance Company, or PIC, our operating insurance subsidiaries. References to “Company”, “we”, “us”, and “our” refer to ProCentury and its subsidiaries, unless the context requires otherwise. Century and PIC are both rated “A−” by the A.M. Best Company or A.M. Best. We primarily write general liability, commercial property, commercial multi-peril, commercial auto and marine insurance in the excess and surplus lines market through a select group of general agents. The excess and surplus lines market provides an alternative market for customers with hard-to-place risks that insurance companies licensed by the state in which the insurance policy is sold, also referred to as standard insurers or admitted insurers, typically do not cover. Our strategy is to generate an underwriting profit by being selective in the classes of business and the coverages we write and by providing superior service to our agents. Our goal is to be selective in the classes of business and the coverages we write within the excess and surplus lines market. We seek to combine profitable underwriting, investment returns and efficient capital management to deliver consistent long-term growth in shareholder value.

 

As a specialty company, we offer insurance products designed to meet specific insurance needs of targeted insured markets. These targeted insured markets are often not served or are underserved by standard companies and, as a specialty insurer, we seek to compete more on the basis of service and availability of coverage than price. We focus on serving the insurance needs of small and mid-sized businesses, including apartment buildings, hospitality businesses, garages, non-franchised auto dealers, condominium associations, retail and wholesale stores, artisan contractors, marinas, daycare facilities, fitness centers and special event providers. The insurance needs of these targeted insured markets are serviced by retail insurance brokers who maintain relationships with the general agents with whom we do business. We develop specialty insurance products through our own experience or knowledge or through proposals brought to us by agents with special expertise in specific classes of business. We underwrite all of our applicants for insurance coverages on an individual basis. For each class we insure, we employ a number of customized endorsements, rating tools and decreased limits to align our product offerings with the risk profile of the class and the specific insured being underwritten.

 

We are either approved as an excess and surplus lines insurer or authorized as an admitted insurer by the state insurance regulators in 49 states plus the District of Columbia. In the excess and surplus lines market, we serve businesses that are unable to obtain coverage from standard lines carriers for a variety of reasons, including the following:

 

 

We generally target shorter “tail” classes of casualty business focusing on owner landlord and tenants classes of business. “Tail” is the term used to describe the period of time from the occurrence giving rise to a claim to the time that the actual cost of the occurrence to the insurance carrier is known. We believe these shorter tail owner landloard and tenants classes of business present less rating and reserving risk to us compared to longer tail casualty lines, such as manufacturing and contractors casualty lines. Although we tend to focus on writing shorter tail classes of business, there are benefits to writing some longer tail casualty lines, such as in the manufacturing and

contractors classes of business. We currently write longer tail casualty lines in selective classes and geographic regions when opportunities would appear to support our core strategy of profitable underwriting.

 

Consistent with our general approach to casualty lines, we believe that the inherent short tail of the property business presents less pricing and reserving risk compared to longer tail classes of business. These classes include apartment buildings, commercial buildings and low value dwellings. We also write commercial multi-peril policies that provide our insureds with commercial property and general liability coverages bundled together as a package. The targeted classes, limits and pricing on these policies are the same as the policies we write separately.

 

We offer garage liability, professional liability, commercial excess and umbrella policies to supplement our commercial multi-peril and commercial general liability writings. Commercial umbrella insurance policies provide excess liability coverage above the limits of standard liability policies and may also provide coverage for risks not covered under standard liability policies. Our customers typically include small business, retail stores and non-residential service contractors. In addition, we have developed customized products and coverages for other small commercial insureds such as daycare facilities, fitness centers and special event providers.

 

We also have a program unit that focuses on the development of specialty programs as well as alternative risk transfer programs, which require the insured to fund all or part of the insurance risk with cash or a letter of credit. Our specialty programs focus on specific risks for a targeted group of insureds, such as oil and gas contractors, pet sitters and assisted care facilities.

 

In June 2006, we created a unit to write ocean marine business, which targets small and medium sized ocean cargo, marine liability, and hull exposures. We focus more on shorter tail marine exposures and typically do not write high hazard marine manufacturing and contracting exposures. We typically exclude worker’s compensation coverages from our protection and indemnity coverage for the ocean marine business. Our marine products are distributed through our existing agents and brokers as well as specialized ocean marine brokers. In addition, in April 2007, we began marketing a product that serves the environmental contractors and consultant market as well as a product that offers mono-line contractors’ pollution liability for non-environmental contracting risks.

 

In addition, in August 2007, we began to underwrite surety business. We seek construction accounts with an underwriting focus on financial condition and work experience. We also write non-contract surety bonds such as license-permit, public official, court, probate and other miscellaneous surety products.

 

Our principal executive offices are located at 465 Cleveland Ave., Westerville, Ohio 43082, and the telephone number at that address is (614) 895-2000. We file annual, quarterly, and current reports and proxy statements with the Securities and Exchange Commission, or SEC. These filings are available to the public over the Internet on the SEC’s Web site at http://www.sec.gov and on our Web site at http://www.procentury.com as soon as reasonably practicable after we file such information with the SEC.

 

Pursuant to Rule 12b-23 under the Securities and Exchange Act of 1934, as amended, the industry segment information included in Item 8, note 13 of Notes to Consolidated Financial Statements, is incorporated by reference in partial response to this Item 1.

 

On February 20, 2008, pursuant to unanimous approval of our board of directors, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Meadowbrook Insurance Group, Inc. (“Meadowbrook”) and MBKPC Corp., a wholly-owned subsidiary of Meadowbrook (“Merger Sub”), whereby we will be merged with and into Merger Sub (the “Merger”). At the effective time of the Merger, our shareholders will be entitled to receive, for each common share, either $20.00 in cash or Meadowbrook common stock having a value of $20.00, subject to adjustment as described below. Each of our shareholders will have the option to elect to receive cash or Meadowbrook stock, subject to proration so that the maximum total cash consideration will not exceed 45% of the total consideration paid in order to preserve the tax-free exchange of the stock consideration.

 

If the 30-day volume-weighted average price of the Meadowbrook common stock preceding the election date, which will be at least five days before the closing of the transaction, is between $8.00 and $10.50, the exchange ratio will result in stock consideration having a value of $20.00 per ProCentury’s common share based on such 30-day volume-weighted average price. Above or below this range for Meadowbrook’s stock price, the exchange ratio will be fixed as if the 30-day volume-weighted average price preceding the election date equaled $10.50 or $8.00, as

applicable. Outstanding options to purchase our common shares will become fully vested and option holders can either exercise such options and, in connection with the closing, elect to receive the form of merger consideration described above for the ProCentury shares acquired on exercise or agree to have their options cancelled in exchange for a per share cash payment equal to the difference between $20.00 and the exercise price of their options.

 

The Merger is subject to customary closing conditions, including the approval of Meadowbrook and our shareholders, regulatory approvals, the absence of any law or order prohibiting the closing, the effectiveness of the Form S-4 registration statement relating to the Meadowbrook common stock to be issued in the Merger, the accuracy of the representations and warranties of the other party (subject to the standards set forth in the Merger Agreement), compliance of the other party with its covenants in all material respects and the delivery of opinions relating to the U.S. federal income tax code treatment of the Merger. If the merger is not consummated as a result of certain events, we will be required to pay a termination fee of $9.5 million to Meadowbrook.

 

Company History

 

Century Surety Company, or Century, our primary insurance subsidiary, was formed in 1978 as a specialty insurance carrier for inland marine, surety and fidelity coverages for the surface mining industry. In 1984, Century expanded its original focus and initiated a business strategy centered on hard to place property and casualty risks. In 1992, Century acquired Continental Heritage Insurance Company, which wrote bail bond business. In 1993, Century acquired Evergreen National Indemnity Company, which wrote landfill and specialty surety business. In 1996, Century was acquired by Century Business Services, Inc.

 

ProCentury was formed as an Ohio corporation in July 2000 by certain of our shareholders and members of management. In October 2000, pursuant to a management-led buyout, ProCentury acquired Century and its subsidiaries, including Evergreen and Continental, from Century Business Services, Inc. Following this transaction, the strategic direction of ProCentury focused primarily on the excess and surplus lines and involved exiting certain unprofitable businesses, such as commercial automobile beginning in May 2000 and workers’ compensation in January 2002.

 

On April 26, 2004, we issued 8,000,000 common shares at $10.50 per share in an initial public offering, or the IPO, and received proceeds (before expenses) of $77.9 million. Immediately prior to the IPO, Evergreen and Continental were spun-off to ProCentury’s then-existing Class A shareholders. The operations of Evergreen and Continental consisted of ProCentury’s historical surety and assumed excess workers’ compensation lines of insurance, which were re-classified (net of minority interest and income taxes) as discontinued operations in the accompanying financial information for the years ended December 31, 2004 and 2003.

 

On June 1, 2005, Century acquired 100% of the outstanding shares of the Fireman’s Fund Insurance Company of Texas for $5.9 million. Fireman’s Fund of Texas was a Texas domiciled property and casualty company licensed in Texas, Oklahoma and California. The acquisition was part of our long-term plan to develop business that requires admitted status, as well as our continued focus on growing our excess and surplus lines business. On August 16, 2005, Fireman’s Fund of Texas was renamed ProCentury Insurance Company. Since the acquisition, PIC has obtained 25 additional admitted licenses. PIC is also approved as an excess and surplus lines insurer in Ohio.

 

Industry Overview

 

The excess and surplus lines insurance market differs significantly from the standard market. In the standard market, insurance products and coverages are largely uniform with broad coverage grants due to highly regulated rates and forms. Standard market companies tend to compete for customers primarily on the basis of rate, retain close relationships with retail insurance agents and make accommodations to the insureds to maintain the marketability of their product for their contracted direct agent.

 

In contrast, the excess and surplus lines market provides coverage for risks that either do not fit the underwriting criteria of standard carriers with which the retail agent has a direct relationship, or they are of a class or risk that the standard market generally avoids since the regulated nature of that market does not allow for customized terms or rates. Non-standard risks can be underwritten profitably, however, by the excess and surplus market, by using highly specific coverage forms with terms based on individual risk assessment, rather than the risk

profile of the most desirable members of the class. When a certain risk has been excluded from the standard market, the retail agents need quick placement with the excess and surplus lines market in order to maintain coverage for the insured. As a result, the primary basis for competition within the excess and surplus lines industry can be focused more on service and availability than rate.

 

The insurance industry has historically been cyclical. During the past five years, many admitted insurers returned to more risk-based underwriting disciplines in the standard market, resulting in higher premium rates, less flexible terms and, in some cases, an unavailability of adequate insurance coverage in the standard market in some classes. We, along with other excess and surplus lines insurers, benefited from this increase in rates and volume. During 2006, however, the excess and surplus lines industry began to experience softer market conditions primarily attributed to intensified competition from admitted and surplus lines insurers, resulting in volume and rate decreases. This increased competition continued in 2007 and is expected to continue in 2008. We will continue to monitor our rates and control our costs in an effort to maximize profits during softening market conditions.

 

Lines of Business

 

The following table sets forth an analysis of gross and net written premiums by segment and major product groupings during the periods indicated:

 

 

Property and Casualty

 

Casualty Business.  For the year ended December 31, 2007, 65.2% of our total property and casualty gross written premiums were generated by our casualty business. The majority of our casualty business is related to typically shorter tail owner landlords and tenants (“OL&T”) classes of business. The manufacturing and contracting (“M&C”) classes of business tend to be longer tail due to their products and completed operations exposure. We believe that, with some exception, OL&T classes of business present lower reserving risk compared to M&C classes. We continue to write M&C classes of business with particular attention to our experience and the current direction of loss trends, and discipline in policy construction, underwriting, pricing and reserving. For the year ended December 31, 2007, 70.5% of our casualty gross written premiums were shorter tail classes. With respect to the M&C classes of business we continue to write, we focus on controlling the reserving and pricing risk through the use of policy forms, including claims made and reported forms, disciplined pricing and reserving, and in the case of manufacturing risks, emphasizing consumable products with low risk of mass tort claims.

 

Our primary casualty insurance policies provide coverage limits generally ranging from $25,000 to $1.0 million per occurrence, with the majority of our policies having limits between $500,000 and $1.0 million. We retain the first $500,000 of an individual casualty loss as well as 50% of the loss amount that exceeds $500,000 but is less than $1.0 million and reinsure the remainder of the loss. Our general liability policies usually provide coverage for defense and related expenses in addition to per occurrence and aggregate policy limits. For certain products, defense expenses are included in the policy limits. In the event that one or more of our reinsurers become incapable of reimbursing us for a loss, our liabilities will increase.

 

Other Casualty Business.  We offer garage liability, professional liability, commercial excess and umbrella policies to supplement our commercial multi-peril and commercial general liability writings. On garage and professional liability, we write up to a maximum of $1.0 million per occurrence or accident. Commercial excess policies provide excess liability coverage above the limits of standard liability policies and may also provide

coverage for risks not covered under standard liability policies. Our limited umbrella form policy may also provide coverage for risks not covered under standard liability policies after the insured satisfies a self-insured retention. We write commercial umbrella and excess insurance for limits up to a total aggregate of $5.0 million above the minimum underlying limits of $1.0 million per occurrence and $2.0 million in the aggregate. Although most of our umbrella and excess business is written to support our primary policies, we will accept other carriers as the primary insurers, provided they are rated “A-V” or better by A.M. Best.

 

In June 2006, we created a unit to write ocean marine business. Within the marine unit, we target small and medium sized ocean cargo, marine liability, and hull exposures. As is consistent with our property and casualty strategy, we tend to focus on shorter tail exposures and typically do not write high hazard marine manufacturing and contracting exposures. We typically exclude worker’s compensation coverages from our Protection and Indemnity coverage. Distribution of marine products is through our existing agents and brokers as well as specialized ocean marine brokers. In addition, in April 2007, we started marketing a product that serves the environmental contractors and consultant market as well as a product that offers mono-line contractors’ pollution liability for non-environmental contracting risks.

 

The program unit we formed in 2003 to focus on the development of specialty programs and alternative risk transfer programs has since grown to over fifteen individual programs with an average annual premium production in 2007 of $1.8 million per program. Our program unit writes specialty programs and alternative risk transfer programs, which require the insured to fund all or part of the insurance risk with cash or a letter of credit. Examples of specialty programs we write in this unit are oil and gas contractors, pet sitters and assisted care facilities. We expect the program unit will become a more significant factor in our growth strategy.

 

Our program unit seeks to write the better risks in a class with strict information gathering, loss control and underwriting guidelines and rules. We typically require more underwriting information on each account than is required in our usual surplus lines business in order to help us determine which individual risks in the group that we will write. In combination with our increased class and individual risk underwriting guidelines, this business is expected to produce more profitable results versus business written on the same class but with less intensive underwriting and submission requirements.

 

The fully or partially funded alternative risk business we write in our program unit is generally for insureds with risks for which traditional insurance is not cost effective for the first $1.0 to $5.0 million of coverage. In these situations, the insured pays us a premium that is calculated to include the limit of insurance that is exposed. Additionally, the insured pays us a fee to cover overhead and profit, which is included in “Other income” on the Consolidated Statements of Operations.

 

In addition, in 2005, we began to establish segregated cell captives arrangements in which our agents can use their own funds to establish a cell. This allows agents to assume part of the risk and the related results of the business that they write by acting as a quota share reinsurer of Century. The segregated cell captive arrangements are designed to produce more profitable long-term results by aligning the agents’ interests with the profitability of the business that they write.

 

Property Business.  For the year ended December 31, 2007, 34.8% of our total property and casualty gross written premiums comprised property business. Consistent with our focus on shorter tail casualty lines, we believe that the inherent short tail property business presents less rating and reserving risk.

 

Our commercial property lines generally provide coverage limits of up to $30.0 million, but the majority of our written premiums in 2007 were written at limits of less than $2.0 million. Through the use of treaty, automatic facultative and certificate facultative reinsurance, we retain the first $500,000 of each individual loss for the current accident year.

 

Package Business.  We write commercial multi-peril policies that provide our insureds with commercial property and general liability coverages bundled together as a package. The targeted classes, limits and pricing on these policies are the same as if written separately.

Other (Including Exited Lines)  We write a limited amount of landfill and specialty surety bond business on a direct and assumed basis. Our exited lines include commercial automobile/trucking that was exited in May 2000 and workers’ compensation that was exited in January 2002.

 

In addition, in August 2007, we began to underwrite surety business. We seek construction accounts with an underwriting focus on financial condition and work experience. We also write non-contract surety bonds such as license-permit, public official, court, probate and other miscellaneous surety.

 

Geographic Distribution

 

The following table sets forth the geographic distribution of our gross written premiums for the periods indicated:

 

 

We attempt to minimize catastrophic risk by diversifying in different geographical regions. Our primary catastrophic risk is structural property exposures as a result of fire following an earthquake, hurricanes, tornados, hail storms, winter storms and freezing. We maintain property catastrophe coverage by evaluating the probable maximum loss using a catastrophe exposure model developed by independent experts. Historically, we have not written wind coverage on fixed properties in Florida or within two counties of the Gulf of Mexico and the eastern seaboard states; however, we continue to evaluate this market for profitable opportunities.

 

Underwriting and Pricing

 

We underwrite our commercial property and casualty business on a binding authority and brokerage basis.

 

Binding Authority.  Binding authority business represents risks that may be quoted and bound with a policy subsequently issued on our behalf by our general agents. This business is produced in accordance with specific and detailed rules set forth in our Electronic Underwriting Manual that is provided to our general agents. In addition to our Electronic Underwriting Manual, in April of 2006, we released Century Online, a web based rating and quoting tool. This tool gives agents the ability to rate, quote and bind a policy using the same rates that are in our Electronic Underwriting Manual. We monitor the classes of business subject to agents’ limited binding authority, considering market conditions, competition, underwriting results and other factors and we frequently change these guidelines by amending our Electronic Underwriting Manual and Century Online products.

 

Our Electronic Underwriting Manual requires that some prospective insureds must be submitted to our underwriters for specific approval prior to the agent quoting or binding the risk. The most frequent reason for this specific approval requirement is the size of the risk involved. For a majority of our agents, any prospective property risk with a total insured value over $1.0 million is automatically required to be submitted for approval prior to binding. However, a limited number of agents have authority up to $2.5 million. Similarly, any prospective casualty risk with a premium of $35,000 or greater is required to be submitted for approval prior to binding.

 

The economics of the binding business are generally different than those of the brokerage business. The binding business is characterized by small, independently owned, single location businesses that have been denied coverage by the standard market. Due to their size, retail agents find it difficult for a standard carrier to accept the account on an exception basis, often nearly running out of time to provide the insured with coverage before the current policy expires. For this reason, it is important to provide limited binding authority, for the less difficult

classes of business, in order to take full advantage in terms of rate and form that also allows fast and reliable service that the insured demands. Further, because the binding business is less likely than the brokerage business to be “shopped” at renewal, it is more persistent from year to year and, accordingly, somewhat resistant to a softening market. Commissions on binding contracts are generally higher than commissions on brokerage policies.

 

Binding authority business accounted for 63.6% of our total core property and casualty gross written premiums for the year ended December 31, 2007. Our Electronic Underwriting Manual and Century Online outline our risk eligibility, pricing, underwriting guidelines and policy issuance instructions. We monitor the underwriting quality of our business by re-underwriting each piece of business produced by our general agents in accordance with their underwriting authority. Our Electronic Underwriting Manual and Century Online provide numerous benefits, including the ability to easily and efficiently update our underwriting policies through web based updates, instead of asking agents to replace specific pages in a paper manual. Additionally, our Electronic Underwriting Manual and Century Online allows our agents to enter class codes or descriptions and to automatically receive the appropriate forms so that submissions to Century generally are complete and properly submitted. Our Century Agency Automation Team is comprised of the information technology professionals at some of our larger agents who meet with us regularly to enhance our performance in the critical area of agency relations and efficiency. In addition, investments in our data warehouse gives us improved analytical capabilities in the areas of agency and program growth and class profitability.

 

Brokerage Business.  Brokerage business represents risks that exceed the limits of underwriting authority that we are willing to grant to our general agents. Many of our brokerage accounts are classes of insurance that are not permitted to be written at all by our general agents pursuant to their binding authority. However, most of our brokerage business is produced on risks that produce individual total insured value or premium above levels we believe prudent to allow for agency binding and issuance authority. Generally, any property risk with a total insured value over $1.5 million is automatically classified as a brokerage account. For casualty business, the threshold is $35,000 in premium. If there is a package policy where either the property or casualty portion is indicated as a brokerage account, the entire account is classified as brokerage business. Commissions on brokerage policies are generally five percentage points lower than on binding contracts. Brokerage business accounted for 36.4% of our total core property and casualty gross written premiums for the year ended December 31, 2007.

 

Pricing.  In the commercial property and casualty market, the rates and terms of coverage provided by property and casualty insurance carriers are frequently based on benchmarks and forms promulgated by the Insurance Services Office, also known as ISO. ISO makes available to its members advisory rating, statistical and actuarial services, policy language and other related services. ISO currently provides these services to more than 1,500 property and casualty insurance companies in the United States. One of the services that ISO provides is an actuarial-based estimate of the expected loss cost for risks in each of approximately 1,000 risk classifications. These benchmark loss costs reflect an analysis of the loss and allocated loss expenses on claims reported to ISO. ISO statistics, however, include only claims and policy information reported to ISO, and therefore do not reflect all of the loss experience for each class.

 

We primarily use ISO loss costs as the foundation for establishing our rates for all casualty lines of business. We then develop “loss cost multipliers,” which are designed to support our operating expenses, acquisition expenses and targeted return on equity. We multiply our loss cost multipliers by ISO loss costs to produce our final rates. On our property business, we employ a proprietary class rating matrix that employs a series of ISO commercial fire rating schedule-based charges determined by construction, occupancy, protection and geographical concerns. We also employ minimum premiums based on the limit and coverage provided that can only increase the effective rate. Our final rates are regionalized to incorporate variables such as historic loss experience, the types and lines of business written, competition and state regulatory considerations. Any rates that are not ISO based require approval from our actuarial department. For business that we write on an admitted, or licensed basis, we must obtain advance regulatory approval of rates in a number of states. For our non-program business, all agency underwritten business is re-underwritten by our binding unit to check for mistakes or other results that may be inconsistent with the rates set forth in our Electronic Underwriting Manual and Century Online. Our program business is either re-underwritten or audited and monitored by the program manager on a regular basis.

Marketing and Distribution

 

As of December 31, 2007, we marketed our insurance products through 149 agents, including 118 agents with binding authority. These agents maintain 246 offices in 41 states. This wholesale general agency force makes our products available to licensed retail agencies throughout the United States. We believe that our distribution network enables us to efficiently access, at a relatively low fixed cost, the numerous small markets our product offerings target. These general agents and their retail insurance agents and brokers have local market knowledge and expertise that enable us to more effectively access these markets. We generally confine our general agents marketing territory to three or fewer states.

 

Our surety products are marketed through direct retail agency appointments. As of December 31, 2007, we had forty agents who were contracted for surety only.

 

We strive to preserve each general agent’s franchise value with us in that general agent’s marketing territory. We seek to increase our written premiums with these general agents and to develop long-term, profitable relationships by providing a high level of service and support. For example, we try to respond to our general agents’ requests for quotes on their proposals within 48 hours. We believe that the performance of the business that we ultimately write is measurably improved when produced by general agents who have increased familiarity and experience with our underwriting requirements.

 

Claims Management and Administration

 

Our claims management objectives are to:

 

 

Our claims staff handles almost all claims under our policies. Outside service providers, like independent adjusters, third party administrators and law firms, are utilized to provide specific claims related services under the direction of our claims staff. With rare exception, our general agents have no authority to settle claims or otherwise exercise control over the claims process. Our claims managers and staff oversee and provide appropriate controls on all claims. Claims adjusters have reserving authority based upon their skill levels and experience. We have a regular, formal claims review process. All changes in loss and loss expense reserves on all claims valued greater than $25,000 are reviewed on a weekly basis by senior claims and underwriting management and, often, the President of Century.

 

Loss and Loss Expense Reserves

 

We are liable for covered losses and incurred loss expenses under the terms of the insurance policies that we write. In many cases, several years may elapse between the occurrence of an insured loss, the reporting of the loss to us and our settlement of that loss. We reflect our liability for the ultimate payment of all incurred losses and loss expenses by establishing loss and loss expense reserves as balance sheet liabilities for both reported and unreported claims. We do not use discounting (recognition of the time value of money) in reporting our estimated reserves for losses and loss expenses.

 

Loss and loss expense reserves represent our best estimate of ultimate amounts for losses and related expenses from claims that have been reported but not paid, and those losses that have occurred but have not yet been reported to us. Loss reserves do not represent an exact calculation of liability, but instead represent our estimates, generally utilizing individual claim estimates and actuarial analysis and estimation techniques at a given accounting date. The loss reserve estimates are expectations of what ultimate settlement and administration of claims will cost upon final resolution. These estimates are based on facts and circumstances then known to us, a review of historical settlement patterns, estimates of trends in claims frequency and severity, projections of loss costs, expected interpretations of legal theories of liability, and many other factors. In establishing reserves, we also take into account estimated

recoveries, reinsurance, salvage and subrogation. The reserves are reviewed regularly by our internal actuarial staff and annually reviewed by an outside independent actuarial firm primarily for the purpose of obtaining an opinion on our reserves for our statutory financial statements and for regulatory purposes.

 

Our actuarial department included two credentialed actuaries as of year end 2007. Each of these actuaries is a Fellow of the Casualty Actuarial Society and Member of the American Academy of Actuaries. The duties of the Actuarial Unit include:

 

 

Our actuaries engage in discussions with senior management, underwriting, and the claims department on a regular basis to gain information regarding any substantial changes in operations or other assumptions that are necessary to consider in the reserving analysis.

 

The process of estimating loss reserves involves a high degree of judgment and is subject to a number of variables. These variables can be affected by both internal and external events, such as changes in claims handling procedures, claim personnel, economic inflation, legal trends, and legislative changes, among others. The impact of many of these items on ultimate costs for loss and loss expense is difficult to estimate. Loss reserve estimations also differ significantly by coverage due to differences in claim complexity, the volume of claims, the policy limits written, the terms and conditions of the underlying policies, the potential severity of individual claims, the determination of occurrence date for a claim, and reporting lags (the time between the occurrence of the policyholder events and when it is actually reported to us). We attempt to consider all significant facts and circumstances known at the time loss reserves are established. In addition, we continually refine our loss reserve estimates as historical loss experience develops and additional claims are reported and settled.

 

We exercise a considerable degree of judgment in evaluating the numerous factors involved in the estimation of reserves. Different actuaries will choose different assumptions when faced with such uncertainty, based on their individual backgrounds, professional experiences and areas of focus. Hence, the estimate selected by various actuaries may differ materially. We consider this uncertainty by examining our historic reserve accuracy.

 

Given the significant impact of the reserve estimates on our financial statements, we subject the reserving process to significant diagnostic testing. We have incorporated data validity checks and balances into our front-end processes. Leading indicators such as actual versus expected emergence and other diagnostics are also incorporated into the reserving processes.

 

Due to the inherent uncertainty underlying loss reserve estimates, including but not limited to the future settlement environment, final resolution of the estimated liability for a claim or category of claims will be different from that anticipated at the reporting date. Therefore, actual paid losses in the future may yield a materially higher or lower amount than currently reserved.

 

The amount by which estimated losses differ from those originally recorded for a period is known as “development.” Development is unfavorable when the losses ultimately settle for more than the levels at which they were reserved or subsequent estimates indicate a basis for increasing loss reserves on unresolved claims. Development is favorable when losses ultimately settle for less than the amount reserved or subsequent estimates indicate a basis for reducing loss reserves on unresolved claims. We reflect favorable or unfavorable developments of loss reserves in the results of operations for the period in which the estimates are changed.

Process for Establishing Loss and Loss Expense Reserves

 

We record two categories of loss and loss expense reserves — case-specific reserves and incurred but not reported (“IBNR”) reserves.

 

When a claim is reported, our claim department establishes a case reserve for the estimated probable ultimate cost to resolve a claim as soon as sufficient information is available to evaluate a claim. We open most claim files with a “formula reserve” (a nominal fixed amount) for the type of claim involved. The Company’s formula reserve amounts are regularly reviewed but have not been changed during the three years ended December 31, 2007 in order to maintain stability in this aspect of the claim reserving process. We adjust the formula reserve to the probable ultimate cost for that claim as soon as sufficient information is available. It is our goal to reserve each claim at its probable ultimate cost no later than 30 days after the claim file is opened on property claims or 90 days following receipt of the claim on casualty claims. During the life cycle of a particular claim, more information may materialize that causes us to increase or decrease the estimate of the ultimate value of the claim. We may determine that it is appropriate to pay portions of the reserve to the claimant or related settlement expenses before final resolution of the claim. The amount of the individual claim reserve is then adjusted accordingly based on the most recent information available.

 

We establish IBNR reserves to estimate the amount we will have to pay for claims that have occurred, but have not yet been reported to us; claims that have been reported to us that may ultimately be paid out differently than expected by our case-specific reserves; and claims that have been paid and closed, but may reopen and require future payment. Case reserves and IBNR reserves comprise the total loss and loss expense reserves.

 

Methods for Claims Other than Construction Defect

 

Our internal actuaries apply multiple traditional actuarial techniques to compute loss and loss expense reserve estimates for claim liabilities other than construction defect. Each individual technique produces a unique loss and loss expense reserve estimate for the line being analyzed. The set of techniques applied together produces a range of loss and loss expense reserve estimates (“range”). From these estimates, the actuaries form a best estimate which considers the assumptions and factors discussed below that influence ultimate claim costs.

 

The selected ultimate losses and loss expenses minus the payments made to date minus case reserves equal the best estimate IBNR for each reserving segment. The actuarial methods and a brief discussion of their strengths and weaknesses are discussed below. In this discussion, we use the terms “loss” and “loss and loss expenses” interchangeably.

 

The actuarial techniques for claims other than construction defect include the following:

 

Paid Loss Development.  Historical payment patterns are analyzed to estimate payment patterns applicable to pending claims and unreported claims. The expected payment patterns are applied to payments made to date by accident year to produce an estimate of ultimate losses.

 

Strengths:  The method is based on paid losses and is, therefore, not dependent upon changes in case reserve levels or changes in case reserving practices.

 

Weaknesses:  As paid losses can be slow to develop in certain lines, this method does not make full use of relevant information which is present in case reserve levels. Changes in claim settlement practices over time can be difficult to quantify and reflect in establishing the expected payment pattern for future payments. This method can be unstable for immature accident years due to the relatively small proportion of ultimate losses paid.

 

Incurred Loss Development.  Historical case incurred (payments plus case reserves) patterns are analyzed to estimate case incurred patterns applicable to pending claims and unreported claims. The expected case incurred patterns are applied to case incurred losses to date by accident year to produce an estimate of ultimate losses.

 

Strengths:  Case incurred losses develop, or are reported, more quickly than paid losses, thereby making use of more available information. Case incurred loss development estimates tend to fluctuate less than paid loss development estimates.

Weaknesses:  Changes in claim settlement and case reserving practices over time can be difficult to quantify and reflect in establishing the expected case incurred pattern for future case incurred losses. This method can also be unstable for immature accident years due to the relatively small proportion of ultimate losses reported.

 

Expected Loss Ratio Method.  Historical accident year estimated ultimate loss ratios, adjusted for loss trends as well as exposure trends and pricing changes across years, are analyzed to produce an estimate of the expected loss ratio for each accident year. In certain instances, where previous claims experience is not fully credible, it is necessary to apply judgment to develop expected loss ratio estimates. The expected loss ratio multiplied by the applicable earned premium for each accident year produces an estimate of the ultimate losses.

 

Strengths:  The expected loss ratio for a given accident year depends on claims experience from numerous previous accident years on a combined basis rather than merely the experience for the given year. As a result, the method tends to be very stable. The method is not significantly impacted by changes in claim settlement case reserving practices.

 

Weaknesses:  Because the method does not depend significantly upon claims experience, the results are slow to respond to favorable and unfavorable emergence or changes in trends.

 

Paid Bornhuetter-Ferguson (“Paid BF”) Method and Incurred Bornhuetter-Ferguson (“Incurred BF”) Method.  There are two types of Bornhuetter-Ferguson (“BF”) methods. The Paid BF method is a combination of the paid loss development method and the expected loss ratio method. For each accident year, the Paid BF estimate is a weighted average of the paid development estimate and the expected loss ratio method. The weight assigned to the paid development method is the expected percentage of losses paid, based on the payment pattern from the paid loss development method. For example, if the paid development method indicated that 30% of ultimate losses are expected to have been paid for a given accident year, the Paid BF method would assign 30% weight to the paid loss development indication and 70% weight to the expected loss ratio method.

 

The Incurred BF method is a combination of the incurred loss development method and the expected loss ratio method. For each accident year, the Incurred BF estimate is a weighted average of the incurred development estimate and the expected loss ratio method. The weight assigned to the incurred development method is the expected percentage of losses reported based on the case incurred pattern from the case incurred loss development method. For example, if the incurred development method indicated that 60% of ultimate losses are expected to have been reported for a given accident year, the Incurred BF method would assign 60% weight to the incurred loss development indication and 40% weight to the expected loss ratio method.

 

Strengths:  The BF methods reflect actual loss emergence that is favorable or unfavorable, however, the methods assume that future emergence will follow the initial expectations of ultimate losses and payment or reporting patterns. The BF methods are less sensitive to deviations from expectations than the development methods.

 

Weaknesses:  As the methods assign weight to the expected loss ratio, differences between the expected loss ratio and the actual loss ratio could impact the accuracy of the estimate.

 

Paid Stanard Buhlman (“Paid SB”) Method and Incurred Stanard Buhlman (“Incurred SB”) Method.  There are two types of Stanard Buhlman (“SB”) methods. The Paid SB method is very similar to the Paid BF method, the only difference being the means by which the expected loss ratios are computed for each accident year. In the Paid SB method, as applied by our actuaries, the expected loss ratio is computed by comparing actual paid losses to earned premiums, adjusted for payment patterns, loss and exposure trends and pricing changes. In the Paid BF method as applied by our actuaries, the expected loss ratio is computed by comparing paid losses adjusted by loss trend and payment patterns to earned premium, adjusted by rate change and exposure trends. The difference between the expected loss ratios in these two methods is very subtle.

 

The Incurred SB method is very similar to the Incurred BF method, the only difference being the means by which the expected loss ratios are computed for each accident year. In the Incurred SB method, as applied by our actuaries, the expected loss ratio is computed by comparing actual case incurred losses to earned premiums, adjusted for case incurred patterns, loss and exposure trends and pricing changes. In the Incurred BF method, as applied by our actuaries, the expected loss ratio is computed by comparing incurred losses, adjusted by loss trend

and incurred loss patterns, to earned premium, adjusted by rate change and exposure trends. The difference between the expected loss ratios in these two methods is very subtle.

 

Strengths:  The SB methods have many of the same strengths as the BF methods. The SB methods reflect actual loss emergence that is favorable or unfavorable; however, the methods assume that future emergence will follow the initial expectations of ultimate losses and payment or reporting patterns. The SB methods are less sensitive to deviations from expectations than the development methods.

 

Weaknesses:  The SB methods have many of the same weaknesses as the BF methods. As the methods assign weight to the expected loss ratio, differences between the expected loss ratio and the actual loss ratio could impact the accuracy of the estimate.

 

The methods described above produce estimates which have different strengths and weaknesses. Our actuaries consider these strengths and weaknesses when forming their best estimates. In general, for immature loss experience, the actuaries tend to assign greater weight to the Bornhuetter-Ferguson and Expected Loss Ratio methods. This is based on the stability and accuracy of these methods. As experience matures, greater weight is assigned to the development methods.

 

In most cases, multiple estimation methods will be valid for the particular facts and circumstances of the claim liabilities being evaluated. Each estimation method has its own set of assumption variables and its own advantages and disadvantages, with no single estimation method being better than the others in all situations and no one set of assumed variables being meaningful for all product line components. The relative strengths and weaknesses of the particular estimation methods, when applied to a particular group of claims, can also change over time; therefore, the weight given to each estimation method will likely change by accident year and with each evaluation.

 

The actuarial point estimates typically follow a progression that places significant weight on the Expected Loss Ratio and BF method when accident years are younger and claims emergence is immature. As accident years mature and claims emerge over time, increasing weight is placed on the other methods. For product lines with faster loss emergence, the progression from Expected Loss Ratio and BF to other methods occurs more quickly.

 

For our long- and medium-tail products, the Expected Loss Ratio and BF methods are typically given the most weight for the first 36 months of evaluation. These methods are also predominant for the first 12 months of evaluation for short-tail lines. Beyond these time periods, our actuaries apply their professional judgment when weighting the estimates from the various methods deployed.

 

Judgment can supersede this natural progression if risk factors and assumptions change or if a situation occurs that amplifies a particular strength or weakness of a methodology. Extreme projections are critically analyzed and may be adjusted, given less credence, or discarded all together. The actuaries monitor any substantial changes in methods or assumptions from one loss reserve study to another.

 

Our estimates of ultimate loss and loss expense reserves are subject to change as additional data emerge. This could occur as a result of change in loss development patterns; a revision in expected loss ratios; the emergence of exceptional loss activity; a change in weightings between actuarial methods; the addition of new actuarial methodologies or new information that merits inclusion; or the emergence of internal variables or external factors that would alter their view.

 

The above actuarial techniques for computing loss and loss expense reserve estimates use the following factors, among others:

 

 

 

Although many factors influence the actual cost of claims and our corresponding reserve estimates, we do not measure and estimate values for all of these variables individually. This is due to the fact that many of the factors that are known to impact the cost of claims cannot be measured directly, such as the impact on claim costs due to economic inflation, coverage interpretations and jury determinations. In most instances, we rely on our historical experience or industry information to estimate values for the variables that are explicitly used in our reserve analysis. We assume that the historical effect of these unmeasured factors, which is embedded in our experience or industry experience, is representative of future effects of these factors. Where we have reason to expect a change in the effect of one of these factors, we perform analysis to quantify the necessary adjustments.

 

The above methods produce various reserve indications for each accident year within each reserving grouping. From these indications a best estimate is selected for each accident year within each reserving grouping. Based on the results of the methods and knowledge of the Company’s business, the actuaries use their best professional judgment to select one figure from the various indications that they believe is the most accurate reserve estimate. The indications and the selected best estimates for each method and accident year are aggregated across reserving groupings to produce a low estimate, a best estimate and a high estimate for each line of business. As of December 31, 2007, the range for casualty lines was 20.9% below to 4.0% above the selected best estimate; for property lines the range was 19.0% below to 5.7% above the selected best estimate. The range presented herein represents neither the full range of reasonably likely outcomes nor the full range of possible outcomes.

 

For property and casualty lines, the ranges were a direct result of the methods applied to the Company’s experience; they did not depend on any assumptions or additional factors outside the various reserving methods.

 

Method for Construction Defect Claims

 

For construction defect claim liabilities, with loss dates prior to 2005, our internal actuaries apply one actuarial technique, under various sets of assumptions, which considers the factors that influence ultimate claim costs as discussed above. Construction defect claim liabilities with loss dates after 2005 are included in casualty.

 

The actuarial technique for construction defect claims includes several variables relating to the number of IBNR claims and the average cost per IBNR claim. In addition to computing best estimate parameter values for the actuarial projection, the actuaries also consider the impact on resulting IBNR related to reasonably foreseeable fluctuations in these variables.

 

The actuarial technique used to estimate construction defect reserves is as follows:

 

Frequency — Severity Method for Construction Defect Claims.  For the construction defect reserving grouping, ultimate losses are based on an estimated number of unreported claims that will close with payment multiplied by an average cost per claim. Historical claim reporting patterns are analyzed to establish claim reporting patterns applicable to future claims. Expected claim reporting patterns are applied to claims received to date by accident year to produce an estimate of ultimate claim counts. Ultimate claim counts minus claims received to date equal IBNR claim counts. Historical claim closure data is analyzed to estimate the percentage of future construction defect claims that will close with payment by accident year. In addition, historical closed claim severities and reported incurred claim severities are analyzed to develop a selected claim severity for unreported construction defect claims that will close with payment.

 

Strengths:  The parameters for this model are based on the Company’s historical claim experience.

 

Weaknesses:  Construction defect claim severities are highly variable. Variations in close with payment ratios could produce significant changes in estimated ultimate costs.

 

For the construction defect reserving grouping, the actuaries use one method to estimate IBNR reserves. This method is comprised of estimated IBNR claims by accident year based on an estimated number of unreported claims that will close with payment multiplied by an average cost per claim. The actuaries evaluate the impact of fluctuations above and below the expected levels for each of these three components of the calculation on estimated

IBNR. As of December 31, 2007, the range for construction defect claims was 12.8% below to 17.4% above the selected best estimate. The range presented herein represents neither the full range of reasonably likely outcomes nor the full range of possible outcomes.

 

At the low end of the range, the parameters of the IBNR estimate were varied as follows:

 

 

These factors produced IBNR estimates that, when added to case reserves, were 12.8% below the best estimate reserves.

 

At the high end of the range, the parameters of the IBNR estimate were varied as follows:

 

 

These factors produced IBNR estimates that, when added to case reserves, were 17.4% above the best estimate reserves. It is important to note that we do not believe that the fluctuations considered in these calculations represent the full range of reasonably likely outcomes. We believe the likely range extends beyond this range, particularly on the high end. The range presented herein represents neither the full range of reasonably likely outcomes nor the full range of possible outcomes.

 

Impact of Available Data and Company Experience

 

All actuarial techniques or methods require a significant amount of professional judgment. When claim experience is insufficient or unavailable for a reserving segment, we tend to apply the expected loss ratio method. We typically refer to industry or competitor loss ratio data that we believe is representative of our segment when selecting an expected loss ratio. As of December 31, 2007, except for the run-off workers’ compensation line, we had no meaningful reserving segments for which reserves were based significantly or completely upon industry or competitor information.

 

In addition, there are numerous factors, both identified and unidentified, that we believe affect claim liabilities. In most instances, we cannot measure the impact of these variables individually. Therefore we cannot identify changes in these factors and adjust loss estimates accordingly. We assume that our historical claim experience is representative of the future. As circumstances warrant, we will attempt to quantify significant changes in underlying factors and adjust loss estimates accordingly.

 

In all of our significant lines, payment patterns and reporting patterns are primarily based upon our experience. For run-off of workers’ compensation, we base such patterns on industry information from the National Council on Compensation Insurance. In our most significant segments, expected loss ratios are based on the Company’s historical loss ratios, adjusted for loss trends and pricing changes. The actuaries judgmentally select loss trends based on knowledge of the Company’s business and industry loss trends available from Insurance Services Offices and pricing changes are based on the Company’s experience.

 

Each of our reserving techniques is based heavily upon the premise that historical Company data for each factor is representative of future behavior for that factor. Our reserving groupings were defined to achieve the greatest level of homogeneity (similarity of risks, coverages and claim costs) and credibility, which should reduce volatility of measured statistics. Our key assumptions are identified below:

 

 

 

For factors such as payment patterns, case incurred patterns, loss trends and pricing changes, we establish selected values but we do not consider the range of possible values. As such, we do not quantify the effects on ultimate losses or IBNR which would result from fluctuations of these factors from our expectations.

 

For the parameters in the construction defect reserving method, we have considered the impact of fluctuations in parameter values from the values we expected. It is important to note that we do not believe that the fluctuations considered in these calculations represent the full range of reasonably likely outcomes. We believe the likely range extends beyond this range, particularly on the high end.

 

Activity in Loss and Loss Expense Reserves for the Three Years Ended December 31, 2007

 

We review our reserves for loss and loss expenses every quarter, and based on new developments and information, we include adjustments of the probable ultimate liability in operating results for the periods in which the adjustments are made. In general, our initial reserves are based upon the actuarial and underwriting data utilized to set pricing levels and are reviewed as additional information, including claims experience, becomes available. The establishment of loss and loss expense reserves makes no provision for the broadening of coverage by legislative action or judicial interpretation or for the extraordinary future emergence of new types of losses not sufficiently represented in our historical experience or which cannot yet be quantified. We regularly analyze our reserves and review our pricing and reserving methodologies so that future adjustments to prior year reserves can be minimized. However, given the complexity of this process, reserves require continual updates and the ultimate liability may be higher or lower than previously indicated.

 

Due to the inherent uncertainty in estimating reserves for losses and loss expenses, there can be no assurance that the ultimate liability will not materially exceed amounts reserved, with a resulting adverse effect on our results of operations and financial condition. Based on the current assumptions used in calculating reserves, management believes our overall reserve levels at December 31, 2007 make a reasonable provision for our future obligations.

Activity in the liability for loss and loss expense reserves is summarized as follows:

 

 

An explanation of significant components of loss and loss expense reserve development by segment (net of reinsurance, unless otherwise indicated) follows.

 

Property and Casualty

 

Casualty.  Our changes in the reserve estimates related to prior accident years for the year ended December 31, 2007 for the casualty lines resulted in a decrease in incurred losses and loss expenses of $6.1 million. The favorable development during the year ended December 31, 2007 primarily relates to the 2004 through 2006 accident years. At the beginning of 2005, we began writing certain contractors’ liability business on a claims made form, replacing the occurrence form which had previously been utilized through 2004. We wrote a significant volume of claims made contractor business in both 2005 and 2006. We reduced carried reserves related to the 2005 and 2006 casualty business based on our internal actuarial reserve recommendations. The 2005 and 2006 casualty books have performed better than expected, and previously carried reserves exceeded the current indications for each of the estimation methods applied in our internal actuarial analysis. We continue to write contractors’ liability business on an occurrence form, in certain jurisdictions and for certain classes of business.

 

In addition, during the year ended December 31, 2007, management reduced its long-term loss ratio expectations and loss development factors for other casualty business based on loss experience that emerged during the year that was more favorable than our initial expectations. Due to the reduction of these long-term loss ratio expectations and loss development factors, the indicated ultimate loss ratios produced by certain actuarial methods were lower as of December 31, 2007 than they were as of December 31, 2006. As a result, for the year ended December 31, 2007. management reduced the selected ultimate loss ratios for casualty business for accident

years 2004 through 2006. The reduction in losses for casualty business discussed above was partially offset by increases in legal costs and settlement costs related to litigation on construction defect claims.

 

Our changes in the reserve estimates related to prior accident years for the years ended December 31, 2006 and 2005 for the casualty lines resulted in increases in incurred losses and loss expenses of $6.2 million and $7.4 million, respectively. A significant portion of our casualty reserve development relates to construction defect claims in certain states. Reserves and claim frequency on this business have been impacted by court decisions in California and other states affecting insurance law and tort law and by legislation enacted in California, which generally provides consumers who experience construction defects a method other than litigation to obtain reimbursement for construction defect repairs. These legal developments impact claim severity, frequency and time to settlement assumptions underlying our reserves. Starting with California in December 2000, we began to exit contractors’ liability business written on an occurrence form. By the end of the first quarter of 2001, we had significantly reduced our contractors’ liability written on an occurrence form underwriting in all states, and completely eliminated contractors’ liability written on an occurrence form in Arizona, California, Colorado, Hawaii, Louisiana, Nevada, New Jersey, North Carolina, Oregon, South Carolina and Washington. Although we reduced our exposure to construction defect claims and, accordingly, the magnitude of our adverse development in this business has declined since 2000, our ultimate liability may exceed or be less than current estimates due to these legal actions, among other variables.

 

In addition, we incurred increased legal expenses and internal restructuring costs to address related claims, which contributed to our continued adverse development in this area. During 2004, as a result of court decisions that further defined the legal environment in California, we decided to enhance our defense strategy for certain types of construction defect claims. As a result, the Company revised its construction defect defense team by retaining appellate and new trial counsel and restaffing the in-house team responsible for management of the litigation. Once the new legal teams were established late in 2004 and into 2005, it was determined that there were certain cases that should be settled and the defense budgets for the remaining cases had to be revised to reflect the added resources, resulting in higher than expected loss and defense costs in 2005. This strategy continued in 2006 and we incurred additional legal expenses when litigation discovery procedures yielded new information about the underlying claims. This new information required a reassessment of expected settlements or judgments and expenses on many suits that had been received in prior years.

 

With this continued development related to our construction defect claims in 2006 as well as a small amount of adverse development on our non-construction defect casualty claims, our internal actuaries continued to refine their actuarial reserving techniques concerning the weighting of reserve indications and supplemental information concerning claims severities. As a result, our casualty reserves moved to a higher point in the range of loss and loss expense reserve estimates. We also recorded $2.9 million of unfavorable development during the year ended December 31, 2006 related to estimated costs associated with possible reinsurance collection issues on two separate casualty claims.

 

Property.  Our changes in reserve estimates for the years ended December 31, 2007, 2006 and 2005 for the property lines resulted in decreases in reserves of $2.7 million, $9.3 million and $2.4 million, respectively. When establishing our December 31, 2005 loss and loss expense reserves, we believed the accident year 2005 property loss ratio would be significantly impacted by claims activity resulting from Hurricanes Katrina, Rita and Wilma. In addition, due to the significantly higher claims per adjuster levels at the end of 2005 caused by the hurricane activity, we believed that there was a potential risk that case reserves would not be set as quickly as they would be with normal case loads. Accordingly, we considered this potential risk in setting our expected payment pattern and case incurred pattern for property business resulting in a higher reserve estimate than would have been normally set absent this risk. At the end of 2005, we held property IBNR for loss and loss expense reserves of $13.8 million. We expected $8.6 million of reported incurred losses and loss expenses for the year 2006. During 2006, actual reported incurred losses and loss expenses were $3.4 million. As a result of the significantly better than expected loss emergence during 2006, the selected payment patterns and case incurred patterns were revised downward. As a result of the better than expected loss emergence and the revision to payment and case incurred patterns, the IBNR reserve for accident years 2005 and prior as of December 31, 2006 decreased to $1.8 million. These results, coupled with a corresponding reduction in claim handling costs yielded the overall reduction of $9.3 million in losses and loss expenses in 2006. For 2007 and 2005, the changes in reserves primarily relate to changes in the development

patterns on multiple accident years, as the number of claims and claim severity were below expectations at December 31, 2007 and 2005.

 

Other (Including Exited Lines)

 

We began writing commercial automobile/trucking coverage for commercial vehicles and trucks in 1997. In 2000, we exited the commercial automobile line of business due to unsatisfactory underwriting results. Our net loss and loss expense reserves for commercial automobile as of December 31, 2007 and 2006 were $101,000 and $147,000, respectively.

 

We offered workers’ compensation coverage from 1997 through January 2002. We exited this line of business beginning January 1, 2002 due to unsatisfactory underwriting results and the lack of availability of acceptable reinsurance. Until July 2000, we purchased 100% quota share reinsurance on this line of business. Beginning in 2000, we started to retain some risk. No new policies have been written since the first quarter of 2002. In 2006, we recorded $2.9 million of unfavorable development related to estimated costs associated with reinsurance collection issues on our 1997 through 1999 workers’ compensation reinsurance treaties. Our net loss and loss expense reserves for workers’ compensation as of December 31, 2007 and 2006 were $3.0 million and $3.2 million, respectively.

 

The table provided on the following pages presents the development of reserves, net of reinsurance, from 1997 through 2006. The top line of the table presents the reserves at the balance sheet date for each of the periods indicated. This represents the estimated amounts of loss and loss expenses that were unpaid at the balance sheet date, including losses that had been incurred but not yet reported to us. The upper portion of the table presents the re-estimated amount of the previously recorded reserves based on experience as of the end of each succeeding period, including cumulative payments made since the end of the respective period. The estimate changes as more information becomes known about the payments, as well as the frequency and severity of claims for individual periods. Favorable loss development, shown as a cumulative redundancy in the table, exists when the original reserve estimate is greater than the re-estimated reserves. The lower portion of the table presents the cumulative amounts paid as of the end of each successive period with respect to those claims. Information with respect to the cumulative development of gross reserves (that is, without deduction for reinsurance ceded) also appears at the bottom portion of the table.

In evaluating the information in the table provided below, note that each amount entered incorporates the cumulative effects of all changes in amounts entered for prior periods. The table does not present accident or policy year development data. In addition, conditions and trends that have affected the development of liability in the past may not necessarily recur in the future.

 

Analysis of Loss and Loss Adjustment Expense Development

 

Analysis of Loss and Loss Adjustment Expense Development

 

 

 

 

Reinsurance

 

We purchase reinsurance to reduce our exposure to liability on individual risks and claims and to protect against catastrophic losses. Reinsurance involves an insurance company transferring, or “ceding,” a portion of its exposure on a risk to another insurer, the reinsurer. The reinsurer assumes the exposure in return for a portion of the premium. The ceding of liability to a reinsurer does not legally discharge the primary insurer from its liability for the full amount of the policies on which it obtains reinsurance. The primary insurer remains liable for the entire loss if the reinsurer fails to meet its obligations under the reinsurance agreement.

 

In formulating our reinsurance programs, we are selective in our choice of reinsurers and consider numerous factors, the most important of which are the financial stability of the reinsurer, its history of responding to claims and its overall reputation. In an effort to minimize our exposure to the insolvency of our reinsurers, we evaluate the acceptability and review the financial condition of each reinsurer annually. Generally we use only those reinsurers that have an A.M. Best rating of “A−” (excellent) or better and that have at least $500 million in policyholders’ surplus, or Lloyds of London syndicates that have an A.M. Best rating of “A−” (excellent) or better. In the event that a reinsurer’s policyholders’ surplus falls below $500 million or the A.M. Best rating falls below an “A-,” we will attempt to replace the reinsurer with a reinsurer that fits our criteria, or we will try to commute the contract. Retention levels are reviewed each year to maintain a balance between the growth in surplus and the cost of reinsurance.

 

Our reinsurance strategy has remained consistent for several years. We believe we maintain appropriate conservative per risk and per occurrence retention levels and purchase sufficient reinsurance coverage on a per risk and per occurrence, and catastrophic basis.

 

The majority of our reinsurance agreements are subject to annual review. If a contract period experiences high severity losses or high frequency losses, there is a risk that we will not be able to renew our existing reinsurance facilities or that we could exhaust our existing treaty limits. This could result in increased exposure to loss, or if we are unwilling to bear an increase in net exposure, a reduction in revenue due to higher reinsurance cost and/or lower volume of insurance written.

 

We are also subject to changes in reinsurance market conditions which are beyond our control. Reduced capacity or increased costs could impact our ability to purchase sufficient reinsurance which may lead to lower revenue.

The following is a summary of our 2008 and 2007 multiple-line excess of loss reinsurance treaty:

 

 

The Company maintains variable quota share reinsurance on its ocean marine, surety and environmental business which allows for a proportionate sharing of premium and losses. Generally, the percentage of ceded reinsurance increases as the limit of the policies issued increases, which allows the Company to maintain an acceptable retention level.

 

Since 2004, we have maintained “casualty clash” coverage of $19.0 million in excess of $1.0 million to cover exposures such as punitive damages and other extra-contractual obligations, losses in excess of policy limits and exposure to a larger single loss than intended due to losses incurred under two or more coverages or policies for the same event.

 

We maintain property catastrophe coverage of $16.0 million above $4.0 million of cumulative net property retentions. We annually evaluate the probable maximum loss using a catastrophe exposure model developed by independent experts. The most recent model suggests we are insured for a 500-year catastrophic event. Our primary catastrophic risk is structural property exposures because of fire following an earthquake, hurricanes, tornados, hailstorms, winter storms, and freezing. Historically, we have not written wind coverage on fixed properties in Florida or within two counties of the Gulf of Mexico and the eastern seaboard states; however, we continue to evaluate this market for profitable opportunities.

 

We purchased Terrorism Aggregate Excess of Loss reinsurance coverage effective February 1, 2006 to reduce our retention under the “Insurer Deductible” as defined in Section 102 of the Terrorism Risk Insurance Act of 2002 and as amended by the Terrorism Risk Insurance Extension Act of 2005 (collectively called the “Act”). In 2007, we

retained and are liable for $8.0 million of our aggregate ultimate net loss arising out of all insured losses, as defined by the Act, for the term of the contract. The reinsurer is then liable for the amount by which such aggregate ultimate net loss exceeds our retention, but the liability of the reinsurer will not exceed $20.0 million for the term of the contract. In 2008, we will retain and be liable for $8.0 million of our aggregate ultimate net loss arising out of all insured losses, as defined by the Act, for the term of the contract. The reinsurer will then be liable for the amount by which such aggregate ultimate net loss exceeds our retention, but the liability of the reinsurer will not exceed $8.5 million for the term of the contract.

 

The following table is a summary of our top ten reinsurers, based on net amount recoverable, as of December 31, 2007. These amounts include reinsurance recoverable on paid losses, reinsurance recoverable on unpaid losses, prepaid reinsurance premiums and reinsurance balances payable.

 

 

 

 

The reinsurance market has changed dramatically over the past few years as a result of inadequate pricing, poor underwriting and the significant losses incurred in conjunction with the terrorist attacks on September 11, 2001 and the 2004/2005 hurricane seasons. As a result, reinsurers have exited some lines of business, reduced available capacity and implemented provisions in their contracts designed to reduce their exposure to loss. The market improved throughout 2006 due to a moderate hurricane season and continued in 2007 and 2008.

 

Investment Portfolio

 

Our investment strategy is designed to capitalize on our ability to generate positive cash flow from our underwriting activities. Preservation of capital is our first priority, with a secondary focus on maximizing appropriate risk adjusted returns. We seek to maintain sufficient liquidity from operations, investing and financing activities to meet our anticipated insurance obligations and operating and capital expenditure needs. The majority of our fixed maturity portfolio is rated investment grade to mitigate our exposure to credit risk. Our investment portfolio is managed by two outside independent investment managers and one related party investment manager, which all operate under investment guidelines approved by our investment committee. Our investment committee meets at least quarterly and reports to our board of directors. In addition, we employ stringent diversification rules and balance our investment credit risk and related underwriting risks to minimize total potential exposure to any one security. In limited circumstances, we will invest in non-investment grade fixed maturity securities that have an appropriate risk adjusted return, subject to satisfactory credit analysis performed by us and our investment managers.

Our cash and investment portfolio totaled $467.3 million as of December 31, 2007 and is summarized by type of investment as follows:

 

 

Competition

 

The property and casualty insurance industry is highly competitive. We compete with domestic and international insurers, many of which have greater financial, marketing and management resources and experience than we do. We also may compete with new market entrants in the future. Competition is based on many factors, including the perceived market strength of the insurer, pricing and other terms and conditions, services provided, the speed of claims payment, the reputation and experience of the insurer and ratings assigned by independent rating organizations such as A.M. Best. Century and PIC have a pooled rating from A.M. Best of “A−” (excellent). Ratings for an insurance company are based on its ability to pay policyholder obligations and are not directed toward the protection of investors.

 

Today our primary competitors are Nationwide Mutual Insurance Company (Scottsdale Insurance), Markel Corporation (Essex Insurance Company), IFG Companies (Burlington Insurance Group), W.R. Berkley Corporation (Nautilus Insurance Company), Argo Group International Holdings, Ltd. (Colony Insurance Company), United American Indemnity, LTD (Penn-America Insurance Company), Franklin Holdings, Ltd. (James River Group), RLI Corporation, Philadelphia Consolidated Holdings Corporation, American Safety Insurance Holdings, Ltd. (American Safety Holdings Corporation ) and First Mercury Financial Corporation (First Mercury Insurance Company). We generally compete on the basis of service, as most market competitors have maintained both pricing and underwriting discipline. Additionally, we continue to experience increased competition in the excess and surplus market from standard carriers that are trying to gain additional market share.

 

Ratings

 

A.M. Best, which rates insurance companies based on factors of concern to policyholders, issued a pooled rating of “A−” (excellent) as its 2007 annual rating of our property and casualty insurance subsidiaries. A.M. Best assigns 16 ratings to insurance companies, which currently range from “A++” (superior) to “F” (in liquidation). In evaluating a company’s financial and operating performance, A.M. Best reviews the company’s profitability, leverage and liquidity, as well as its book of business, the adequacy and soundness of its reinsurance, the quality and

estimated market value of its assets, the adequacy of its loss and loss expense reserves, the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence. A.M. Best’s ratings reflect its opinion of an insurance company’s financial strength, operating performance and ability to meet its obligations to policyholders and are not evaluations directed to purchasers of an insurance company’s securities.

 

Regulatory Environment

 

Insurance Regulation.  We are regulated by insurance regulatory agencies in the states in which we conduct business. State insurance regulations generally are designed to protect the interests of policyholders, state insurance consumers or claimants rather than shareholders or other investors. The nature and extent of state regulation varies by jurisdiction, and state insurance regulators generally have broad administrative power relating to, among other matters, setting capital and surplus requirements, licensing of insurers and agents, establishing standards for reserve adequacy, prescribing statutory accounting methods and the form and content of statutory financial reports, regulating certain transactions with affiliates, and prescribing the types and amounts of investments.

 

The National Association of Insurance Commissioners is a group formed by state insurance commissioners to discuss issues and formulate policy with respect to regulation, reporting and accounting of insurance companies. Although the National Association of Insurance Commissioners has no legislative authority and insurance companies are at all times subject to the laws of their respective domiciliary states and, to a lesser extent, other states in which they conduct business, the National Association of Insurance Commissioners is influential in determining the form in which such laws are enacted. Model Insurance Laws, Regulations and Guidelines have been promulgated by the National Association of Insurance Commissioners as a minimum standard by which state regulatory systems and regulations are measured. Adoption of state laws which provide for substantially similar regulations to those described in certain of the model laws is a requirement for accreditation by the National Association of Insurance Commissioners. The National Association of Insurance Commissioners provides authoritative guidance to insurance regulators on current statutory accounting issues by promulgating and updating a codified set of statutory accounting practices in its Accounting Practices and Procedures Manual.

 

Regulation of insurance companies constantly changes as the National Association of Insurance Commissioners, governmental agencies and legislatures react to real or perceived issues. In recent years, the state insurance regulatory framework has come under increased federal scrutiny, and some state legislatures have considered or enacted laws that alter and, in many cases, increase state authority to regulate insurance companies and insurance holding company systems. Further, the National Association of Insurance Commissioners and some state insurance regulators are re-examining existing laws and regulations specifically focusing on issues relating to the solvency of insurance companies, interpretations of existing laws and the development of new laws. Although the federal government does not directly regulate the business of insurance, federal initiatives often affect the insurance industry in a variety of ways.

 

Required Licensing.  In Ohio, Arizona, Indiana, West Virginia and Wisconsin, Century operates on an admitted, or licensed, basis. In addition, PIC is admitted in Texas, its state of domicile, and Alaska, Arizona, Arkansas, California, Georgia, Indiana, Kansas, Louisiana, Massachusetts, Michigan, Minnesota, Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New York, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Utah, West Virginia and Wisconsin. Each of Century’s and PIC’s licenses in these states are in good standing as of December 31, 2007. Insurance licenses are issued by state insurance regulators upon application and may be of perpetual duration or may require periodic renewal. We must apply for and obtain appropriate new licenses before we can expand into a new state on an admitted basis or offer new lines of insurance that require separate or additional licensing. PIC is also admitted in the District of Columbia.

 

In most states, Century operates on a surplus lines basis. While Century does not have to apply for and maintain a license in those states, it is subject to maintaining suitability standards or approval under each particular state’s surplus lines laws to be included as an approved carrier. Century maintains surplus lines approvals in all states except where it is admitted, as identified above, and Massachusetts and Rhode Island. In states in which it operates on a surplus lines basis, Century has freedom of rate and form on the majority of its business. This means that Century can implement a change in policy form, underwriting guidelines, or rates for a product on an immediate basis. PIC is authorized to operate on a surplus line basis in Ohio.

Insurers operating on an admitted basis must file premium rate schedules and policy or coverage forms for review and approval by the insurance regulators. In many states, rates and policy forms must be approved prior to use, and insurance regulators have broad discretion in judging whether an insurer’s rates are adequate, not excessive and not unfairly discriminatory.

 

Insurance Holding Company Regulation.  We operate as an insurance holding company system and are subject to regulation in the jurisdictions in which we conduct business. These regulations require that each insurance company in the system register with the insurance department of its state of domicile and furnish 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 domiciled in that state. The insurance laws similarly provide that all transactions among members of a holding company system must be fair and reasonable. Transactions between insurance subsidiaries and their parents and affiliates generally must be disclosed to the state regulators, and prior approval of the applicable state insurance regulator generally is required for any material or extraordinary transaction. In addition, a change of control of a domestic insurer or of any controlling person requires the prior approval of the state insurance regulator. Generally, any person who acquires 10% or more of the outstanding voting securities of the insurer or its parent company is presumed to have acquired control of the domestic insurer. Since August 2005, one investor beneficially has owned more than 10% of our outstanding common shares. According to the Schedule 13G filed by the investor with the U.S. Securities and Exchange Commission, the ProCentury common shares are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities. Based on the information contained in the Schedule 13G, a change of control was deemed not to have occurred and a disclaimer of affiliation was filed, as contemplated under applicable state statutes, with the appropriate state insurance regulators to disclose the information about the shares being held and the basis for disclaiming the affiliation. In early 2007, such investor group reduced its investment to less than 10%.

 

Restrictions on Paying Dividends.  ProCentury is a holding company with no business operations of its own. Consequently, our ability to pay dividends to shareholders and meet debt payment obligations is largely dependent on dividends and other distributions from Century. State insurance law restricts the ability of Century to declare shareholder dividends. State insurance regulators require insurance companies to maintain specified levels of statutory capital and surplus. The amount of an insurer’s surplus following payment of any dividends must be reasonable in relation to the insurer’s outstanding liabilities and adequate to meet its financial needs. Further, prior approval from the Ohio Department of Insurance generally is required in order for Century to declare and pay “extraordinary dividends.” An extraordinary dividend is defined as any dividend or distribution that, together with other distributions made within the preceding 12 months, exceeds the greater of 10% of the insurer’s surplus as of the preceding December 31, or the insurer’s net income for the 12 month period ending the preceding December 31, in each case determined in accordance with statutory accounting practices. Using these criteria, the available ordinary dividend available to be paid from Century to ProCentury during 2008 is $27.4 million. The ordinary dividend available to be paid from PIC to Century during 2008 is $2.9 million. State insurance regulatory authorities that have jurisdiction over the payment of dividends by our insurance subsidiaries may in the future adopt statutory provisions more restrictive than those currently in effect.

 

Guaranty Funds.  Under state insurance guaranty fund laws, insurers doing business on an admitted basis in a state can be assessed for certain obligations of insolvent insurance companies to policyholders and claimants. Maximum contributions required by law in any one year vary between 1% and 2% of annual premiums written in that state. In most states, guaranty fund assessments are recoverable either through future policy surcharges or offsets to state premium tax liability. Except for New Jersey, the business that is written on a surplus line basis is not subject to state guaranty fund assessments.

 

Investment Regulation.  Our insurance subsidiaries are subject to state law which requires diversification of its investment portfolio and limits the amount of investments in certain categories. Failure to comply with these laws and regulations would cause non-conforming investments to be treated as non-admitted assets in the states in which we are licensed to sell insurance policies for purposes of measuring statutory surplus and, in some instances, would require us to sell those investments.

Restrictions on Cancellation, Non-Renewal or Withdrawal.  Many states have laws and regulations that limit the ability of an insurance company licensed by that state to exit a market. For example, certain states limit an automobile insurer’s ability to cancel or not renew policies. Some states prohibit an insurer from withdrawing one or more lines of business from the state, except pursuant to a plan approved by the state insurance regulator, which may disapprove a plan that may lead to market disruption. Increasingly, state statutes, explicitly or by interpretation, apply these restrictions to insurers operating on a surplus line basis.

 

Licensing of Our Employees and Adjustors.  In certain states in which we operate, insurance claims adjusters are required to be licensed and some must fulfill annual continuing education requirements. In most instances, our employees who are negotiating coverage terms are underwriters and employees of the company and are not required to be licensed agents. Approximately thirty of our employees currently maintain requisite licenses for these activities in most states in which we conduct business.

 

Privacy Regulations.  In 1999, the United States Congress enacted the Gramm-Leach-Bliley Act, which, among other things, protects consumers from the unauthorized dissemination of certain personal information. Subsequently, a majority of states have implemented additional regulations to address privacy issues. These laws and regulations apply to all financial institutions, including insurance and finance companies, and require us to maintain appropriate procedures for managing and protecting certain personal information of our customers and to fully disclose our privacy practices to our customers. We may also be exposed to future privacy laws and regulations, which could impose additional costs and impact our results of operations or financial condition. A National Association of Insurance Commissioners initiative that impacted the insurance industry in 2001 was the adoption in 2000 of the Privacy of Consumer Financial and Health Information Model Regulation, which assisted states in promulgating regulations to comply with the Gramm-Leach-Bliley Act. In 2002, to further facilitate the implementation of the Gramm-Leach-Bliley Act, the National Association of Insurance Commissioners adopted the Standards for Safeguarding Customer Information Model Regulation. Several states have now adopted similar provisions regarding the safeguarding of customer information. We have established procedures for safeguarding customer information and our insurance subsidiaries follow procedures pertaining to applicable customers to comply with the Gramm-Leach-Bliley related privacy requirements.

 

Trade Practices.  The manner in which insurance companies and insurance agents conduct the business of insurance is regulated by state statutes in an effort to prohibit practices that constitute unfair methods of competition or unfair or deceptive acts or practices. Prohibited practices include, but are not limited to, disseminating false information or advertising; unfair discrimination, rebating, and false statements. We set business conduct policies and provide regular training to make our employee-agents and other sales personnel aware of these prohibitions, and we require them to conduct their activities in compliance with these statutes.

 

Unfair Claims Practices.  Generally, insurance companies, adjusting companies and individual claims adjusters are prohibited by state statutes from engaging in unfair claims practices. Unfair claims practices include, but are not limited to, knowingly misrepresenting pertinent facts or insurance policy provisions; failing to acknowledge and act reasonably promptly upon communications with respect to claims arising under insurance policies; and failing to attempt in good faith to effectuate fair and equitable settlement of claims submitted in which liability has become reasonably clear. We set business conduct policies and conduct regular training to make our employee-adjusters and other claims personnel aware of these prohibitions, and we require them to conduct their activities in compliance with these statutes.

 

Quarterly and Annual Financial Reporting.  We are required to file quarterly and annual financial reports with state insurance regulators utilizing statutory accounting practices (“SAP”) rather than generally accepted accounting principles (“GAAP”). In keeping with the intent to assure policyholder protection, SAP financial reports generally are based on a liquidation concept. For a summary of the significant differences for our insurance subsidiaries between statutory accounting practices and GAAP, see Note 12 to our audited consolidated financial statements included in this report.

 

Periodic Financial and Market Conduct Examinations.  The Ohio Department of Insurance and Texas Department of Insurance conduct on-site visits and examinations our insurance subsidiaries’ affairs, including their financial condition and their relationships and transactions with affiliates, every three to five years, and may conduct special or target examinations to address particular concerns or issues at any time. Insurance regulators of other

states in which we do business may also conduct examinations. The results of these examinations can give rise to regulatory orders requiring remedial, injunctive or other corrective action.

 

Risk-Based Capital.  Risk-Based Capital (“RBC”) requirements laws are designed to assess the minimum amount of capital that an insurance company needs to support its overall business operations and to ensure that it has an acceptably low expectation of becoming financially impaired. Regulators use RBC to set capital requirements considering the size and degree of risk taken by the insurer and taking into account various risk factors including asset risk, credit risk, underwriting risk and interest rate risk. As the ratio of an insurer’s total adjusted capital and surplus decreases relative to its risk-based capital, the RBC laws provide for increasing levels of regulatory intervention culminating with mandatory control of the operations of the insurer by the domiciliary insurance department at the so-called mandatory control level.

 

At December 31, 2007, both Century and PIC maintained an RBC level in excess of an amount that would require any corrective actions on our part.

 

IRIS Ratios.  The National Association of Insurance Commissioners Insurance Regulatory Information System, or IRIS, is part of a collection of analytical tools designed to provide state insurance regulators with an integrated approach to screening and analyzing the financial condition of insurance companies operating in their respective states. IRIS is intended to assist state insurance regulators in targeting resources to those insurers in greatest need of regulatory attention. IRIS consists of two phases: statistical and analytical. In the statistical phase, the National Association of Insurance Commissioners database generates key financial ratio results based on financial information obtained from insurers’ annual statutory statements. The analytical phase is a review of the annual statements, financial ratios and other automated solvency tools. The primary goal of the analytical phase is to identify companies that appear to require immediate regulatory attention. A ratio result falling outside the usual range of IRIS ratios is not considered a failing result; rather, unusual values are viewed as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusual for financially sound companies to have several ratios with results outside the usual ranges. An insurance company may fall out of the usual range for one or more ratios because of specific transactions that are in themselves immaterial.

 

As of December 31, 2007, Century had no IRIS ratios outside the usual range and PIC had two IRIS ratios outside the usual range, as set forth in the following table:

 

 

The ratio for Change in Net Premiums Written were outside the IRIS usual range because of the implementation of the intercompany pooling agreement which became effective on January 1, 2006. The ratio for Gross Change in Policyholders’ Surplus was outside the IRIS usual ranges because of a $12.0 million capital contribution received from Century.

 

We are monitoring the following:

 

Broker Contingent Commission.  The New York attorney general investigations into insurance broker activities connected with contingent commission agreements have led to lawsuits and prompted other attorneys general and state insurance departments to conduct further investigations. We have not received any formal inquiries from state attorneys general and insurance departments. However, we have conducted internal reviews of our contingent commission arrangements and related underwriting practices and we believe we are in full compliance with the NAIC Model Act. Some state regulatory agencies have adopted or proposed the adoption of guidelines for the regulation of agreements for agents and brokers. We continue to closely monitor all such guidelines and proposals.

 

Federal Insurance Legislation.  Several legislative measures have been introduced in the U.S. Congress, which, if enacted, may introduce a new level of federal, rather than state, regulation, streamline the regulation of nonadmitted insurance and reinsurance, and to repeal the federal antitrust exemption afforded to the business of insurance. Any proposed legislation could have a significant impact on the insurance industry. We monitor all proposals in the legislative process.

Terrorism Exclusion Regulatory Activity.  After the events of September 11, 2001, the National Association of Insurance Commissioners urged states to grant conditional approval to commercial lines endorsements that excluded coverage for acts of terrorism consistent with language developed by ISO. The ISO endorsement included certain coverage limitations. Many states have allowed the endorsements for commercial lines, but rejected such exclusions for personal exposures.

 

As a result, Congress enacted and the President signed into law in November 2002, the Terrorism Risk Insurance Act of 2002 (TRIA or the Act). TRIA provided a federal backstop for defined acts of terrorism and imposed certain obligations on insurers. TRIA was extended in 2005 for a two-year period covering program years 2006 and 2007, and some changes to the original Act were made at that time. The Act has been extended for an additional seven years through December 31, 2014 with the enactment of the Terrorism Risk Insurance Program Reauthorization Act of 2007 (the 2007 extension).

 

Several provisions of the Act have changed in the 2007 extension. These include:

 

 

Other terms of the Act, as amended by the Terrorism Risk Insurance Extension Act of 2005, remain unchanged. We have maintained compliance with the TRIA requirements, as extended, and will continue to comply with such requirements to make the mandatory terrorism coverage available to policyholders.

 

Mold Contamination.  The property and casualty insurance industry experienced an increase in claim activity beginning in 2001 pertaining to mold contamination. Significant plaintiffs’ verdicts and increased media attention to the subject have caused insurers to develop and/or refine relevant insurance policy language that excludes mold coverage. We anticipate increased state legislative activity pertaining to mold contamination. We will closely monitor regulatory and litigation trends and continue to review relevant insurance policy exclusion language.

 

OFAC.  The Treasury Department’s Office of Foreign Asset Control (“OFAC”) maintains a list of “Specifically Designated Nationals and Blocked Persons” (the “SDN List”). The SDN List identifies persons and entities that the government believes are associated with terrorists, rogue nations and/or drug traffickers. OFAC’s regulations prohibit insurers, among others, from doing business with persons or entities on the SDN List. If the insurer finds and confirms a match, the insurer must take steps to block or reject the transaction, notify the affected person and file a report with OFAC. The focus on insurers’ responsibilities with respect to the SDN List has increased significantly since September 11. We have implemented procedures to comply with OFAC’s SDN List regulations.

 

Class Action Reform.  Legislation was enacted by Congress that curtailed forum shopping and allows defendants to move large national class action cases to federal courts. The legislation also includes provisions to protect consumer class members on matters such as non-cash settlements and written settlement information. We view this as favorable legislation to us and the industry.

 

Employees

 

We employ 323 people as of March 7, 2008. Our employees are not covered by any collective bargaining agreements, and we believe our relationship with our employees is satisfactory.

Forward Looking Statements

 

Forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 appear throughout this report. Forward looking statements, which generally include words such as “anticipate”, “expect,” “believe,” “intend,” “estimate” and similar expressions and include those statements regarding our expectations, hopes, beliefs, intentions, goals or strategies regarding the future and are based on certain underlying assumptions by us. Such assumptions are, in turn, based on information available and internal estimates and analyses of general economic conditions, competitive factors, conditions specific to the property and casualty insurance industry, claims development and the impact thereof on our loss reserves, the adequacy of our reinsurance programs, developments in the securities market and the impact on our investment portfolio, regulatory changes and conditions, and other factors. Actual results could differ materially from those in forward looking statements. We assume no obligation to update any such statements. You should review the various risks, uncertainties and other factors listed under “Risk Factors” below and elsewhere in this annual report on Form 10-K and in our other Securities and Exchange Commission filings.

 

 

Our business is cyclical in nature and our industry is currently experiencing softening market conditions which may affect our financial performance, our ability to grow and the price of our common shares.

 

Historically, the financial performance of the property and casualty insurance industry has tended to fluctuate in cyclical patterns. Although an individual insurance company’s financial performance is dependent on its own specific business characteristics, the profitability of most property and casualty insurance companies tends to follow this cyclical market pattern. This cyclicality is due in large part to the actions of industry participants, such as inadequate pricing and increasingly broad policy terms, general economic factors, such as low interest rates, the impact of terrorist attacks and severe weather, none of which is within our control. These cyclical patterns cause our revenues and net income to fluctuate, which may cause the price of our common shares to be volatile.

 

During the past five years, many admitted insurers returned to more risk-based underwriting disciplines in the standard market, resulting in higher premium rates, less flexible terms and, in some cases, an unavailability of adequate insurance coverage in the standard market in some classes. We, along with other excess and surplus lines insurers, benefited from this increase in rates and volume. During 2006, however, the excess and surplus lines industry began to experience softer market conditions primarily attributed to intensified competition from admitted and surplus lines insurers, resulting in slight rate decreases. Because these market conditions are due in large part to the actions of our competitors and general economic factors, we cannot predict the timing or duration of these conditions. This increased competition intensified in 2007 and is continuing in 2008.

 

Our success depends on our ability to appropriately price the risks we underwrite.

 

Our financial condition depends on our ability to underwrite and set premium rates accurately for a wide variety of risks. Rate adequacy is necessary to generate sufficient premiums to pay losses, loss expenses and underwriting expenses and to earn a profit. In order to price our products accurately, we must collect and properly analyze a substantial amount of data, develop, test and apply appropriate rating formulas, closely monitor and timely recognize changes in trends and project both severity and frequency of losses with reasonable accuracy. Our ability to undertake these efforts successfully and price our products accurately is subject to a number of risks and uncertainties, some of which are outside our control, including:

 

 

Consequently, we could under-price risks, which would negatively affect our profit margins, or we could overprice risks, which could reduce our sales volume and competitiveness. In either event, our profitability could be materially and adversely affected.

Our actual incurred losses may be greater than our loss and loss expense reserves, which could cause our future earnings, liquidity and financial rating to decline.

 

We are liable for loss and loss expenses under the terms of the insurance policies we write. In many cases, several years may elapse between the occurrence of an insured loss, the reporting of the loss to us and our payment of the loss. We establish loss and loss expense reserves for our estimate of the ultimate payment of all loss and loss expenses incurred. If any of our reserves prove to be inadequate, we will be required to increase reserves resulting in a reduction in our net income in the period in which the inadequacy is identified. Future loss experience substantially in excess of established reserves could also cause our future earnings, liquidity and financial rating to decline. These reserves are based on historical data and estimates of future events and by their nature are imprecise. Our ultimate loss and loss expenses may vary from established reserves.

 

Furthermore, several factors may have a substantial impact on our future loss experience. These factors may include:

 

 

Additionally, we have established loss and loss expense reserves for certain lines of business we have exited, but circumstances could develop that would make these reserves insufficient. As of December 31, 2007, unpaid loss and loss expense reserves (net of reserves ceded to our reinsurers) were $238.4 million, consisting of case loss and loss expense reserves of $70.0 million and incurred but not reported loss and loss expense reserves of $168.4 million.

 

We have re-estimated our loss and loss expense reserves attributable to insured events in prior years. These reestimations resulted in a (decrease) increase in reserves of $(9.1) million, $(1.1) million and $5.4 million for the years ended December 31, 2007, 2006 and 2005, respectively.

 

Severe weather conditions and other catastrophes may result in an increase in the number and amount of claims experienced by our insureds.

 

Most of our property business is exposed to the risk of severe weather conditions and other catastrophes. Catastrophes can be caused by various events, including natural events such as severe hurricanes, winter weather, tornadoes, windstorms, earthquakes, hailstorms, severe thunderstorms and fires, and other events such as explosions, terrorist attacks and riots. The incidence and severity of catastrophes and severe weather conditions are inherently unpredictable. Severe weather conditions and catastrophes can cause losses in all of our property lines and generally result in an increase in the number of claims incurred as well as the amount of compensation sought by claimants because every geographic location in which we provide insurance policies is subject to the risk of severe weather conditions. In 2005, we recorded $5.4 million of after tax losses related to the hurricane season. Throughout 2007, 2006 and prior to December 31, 2004, we have not been materially impacted by catastrophic events. We use a model that is commonly used throughout the industry to help us ensure that we are purchasing sufficient catastrophe reinsurance limits. Currently, we purchase catastrophe reinsurance to cover a potential catastrophe that is modeled to only occur once every 500 years. There can be no assurance that this modeled information will accurately predict catastrophic losses. It is possible that a catastrophic event or multiple catastrophic events could cause our loss and loss expense reserves to increase and our liquidity and financial condition to decline.

 

A decline in our financial rating assigned by A.M. Best may result in a reduction of new or renewal business.

 

A.M. Best, an insurance rating agency, assigns ratings that generally are based on an insurance company’s ability to pay policyholder obligations. The A.M. Best ratings criteria focus on capital adequacy, loss and loss

expense reserve adequacy and operating performance. A reduction in our performance in these criteria could result in a downgrade of an insurance company’s rating. Our insurance subsidiaries received an “A−” (excellent) pooled annual rating in 2007 from A.M. Best. A downgrade of our rating below “A−” (excellent) could cause our current and future general agents, retail brokers and insureds to choose other, more highly rated competitors which would have an adverse impact on our financial results.

 

We may incur increased costs in competing for underwriting revenue. If we are unable to compete effectively with the large number of companies in the insurance industry for underwriting revenues, our underwriting revenues and net income may decline.

 

We compete with a large number of other companies in our selected lines of business. We face competition from specialty insurance companies, underwriting agencies and intermediaries, as well as from diversified financial services companies that are significantly larger than we are and that have significantly greater financial, marketing, management and other resources than we do. Some of these competitors also have significantly greater experience and market recognition than we do.

 

In its annual U.S. Surplus Lines Market Review Special Report, published in October 2007, A.M. Best stated that the large, well established insurance carriers continue to dominate the excess and surplus lines market, with the top 25 insurance groups commanding an 81% share of the market. While we believe opportunities are available in this market, the leading insurance carriers have a firm stronghold. We are not one of the 25 largest insurance carriers in the excess and surplus lines market. Competition in this market is generally based on many factors, including

 

 

We compete primarily on the basis of service.

 

We may incur increased costs in competing for premiums. If we are unable to compete effectively in the markets in which we operate or to expand our operations into new markets, our underwriting revenues and net income may decline.

 

A number of new, proposed or potential legislative and industry developments could further increase competition in our industry. These developments include:

 

 

New competition from these developments could cause the supply and/or demand for insurance or reinsurance to change, which could affect our ability to price our products at attractive rates and thereby affect our underwriting results. Ultimately, this competition could affect our ability to attract business at premium rates that are likely to generate underwriting profits.

We distribute our products through a select group of general agents, ten of which account for a significant part of our business, and such relationships could be discontinued or cease to be profitable.

 

We distribute our products through a select group of general agents. Of our gross written premiums for the year ended December 31, 2007, 52.1% were distributed through ten general agents. In 2007, our largest agency group, with locations in seven states, accounted for $43.3 million (18.2%) of our total gross written premiums. A loss of all or substantially all the business produced by one or more of these general agents could have a negative impact on our revenues.

 

We may not be successful in developing our new specialty lines or new classes of insureds through our program unit that could cause us to experience losses.

 

Since 2003, we have entered into several new specialty lines of business and more than ten new offerings through our program unit, including commercial auto physical damage, garage liability and ocean marine. We continue to look for appropriate opportunities to diversify our business portfolio by offering new lines of insurance in which we believe we have sufficient underwriting and claim expertise. However, because of our limited history in these new lines, there is limited financial information available to help us evaluate whether we will be able to successfully develop these new lines or the likely ultimate losses and expenses associated with these new lines. We also may have less experience managing their development and growth than some of our competitors. Additionally, there is a risk that the lines of business into which we expand will not perform at the levels we anticipate.

 

We may not find suitable acquisition candidates or new insurance ventures and even if we do, we may not successfully integrate any such acquired companies or successfully invest in such ventures.

 

As part of our present strategy, we continue to evaluate possible acquisition transactions and the start-up of complementary business ventures on an ongoing basis, and at any given time, we may be engaged in discussions with respect to possible acquisitions and new ventures. We cannot assure you that we will be able to identify suitable acquisition transactions or insurance ventures, that such transactions will be financed and completed on acceptable terms or that our future acquisitions or ventures will be successful. The process of integrating any company involves a number of special risks, including the possibility that management may be distracted from regular business concerns by the need to integrate operations, unforeseen difficulties in integrating operations and systems, problems concerning assimilating and retaining the employees of the acquired company, challenges in retaining customers and potential adverse short-term effects on operating results. In addition, we may incur debt to finance future acquisitions and we may issue securities in connection with future acquisitions which may dilute the holdings of our current and future shareholders. If we are unable to successfully complete and integrate strategic acquisitions in a timely manner, our growth strategy could be adversely affected. Furthermore, our current acquisition strategy may include the evaluation of potential acquisitions of privately-held companies. Because privately-held companies are generally not subject to Section 404 of the Sarbanes-Oxley Act of 2002, such companies may not have adequate internal control procedures, which may, during our integration with any such company, have an adverse affect on our internal controls.

 

Our investment results and, therefore, our financial condition may be impacted by changes in the business, financial condition or operating results of the entities in which we invest, illiquid credit markets, as well as changes in government monetary policies, general economic conditions and overall capital market conditions, all of which impact interest rates.

 

Our results of operations depend, in part, on the performance of our investments. Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and international economic and political conditions. Fluctuations in interest rates affect our returns on and the fair value of our fixed-maturity securities and equity securities. In addition, market volatility can make it difficult to value certain of our securities if trading becomes less frequent. Unrealized gains and losses on available-for-sale fixed-maturity securities and equity securities are recognized in “Accumulated other comprehensive income, net of taxes” and increase or decrease our shareholders’ equity as reflected in our Consolidated Balance Sheet. Interest rates in the United States are currently low relative to historical levels. Our available-for-sale fixed-maturity securities and equity securities are currently in a net unrealized loss position, and an increase in interest rates would further reduce the fair value of

our investments in available-for-sale fixed-maturity securities and equity securities. In addition, defaults by third parties who fail to pay or perform obligations could reduce our investment income and could result in investment losses in our portfolio.

 

We had fixed-maturity and equity investments with a fair value of $450.8 million as of December 31, 2007 that are subject to:

 

 

Our fixed-maturity investment portfolio had a fair value of $407.6 million as of December 31, 2007 and includes mortgage-backed and other asset-backed securities. As of December 31, 2007, the fair value of mortgage-backed securities, asset-backed securities and collateralized mortgage obligations totaled $154.7 million and constituted 33.1% of our cash and investment portfolio. As with other fixed-maturity investments, the fair value of these securities fluctuates depending on market and other general economic conditions and the interest rate environment. Changes in interest rates can expose us to prepayment risks on these investments. In periods of declining interest rates, mortgage prepayments generally increase and mortgage-backed securities and other asset-backed securities are paid more quickly, requiring us to reinvest the proceeds at the then prevailing market rates.

 

Our equity portfolio totaled $43.2 million as of December 31, 2007. This total includes $29.0 million of investments in preferred and common securities of individual companies, which are subject to economic loss from the decline in preferred and common share prices. As a result, the value of these investments are driven by the specific financial prospects of these individual companies, as well as the equity markets in general. The remaining $14.2 million of our equity portfolio is invested in bond mutual funds.

 

The book value of our sub-prime residential mortgage backed securities as of December 31, 2007 was $8.4 million. Sub-prime mortgage lending is the origination of residential mortgage loans to customers with weak credit profiles. We are not an originator of below-prime mortgages. The slowing U.S. housing market, greater use of affordability mortgage products, and relaxed underwriting standards for some originators of below-prime loans has recently led to higher delinquency and loss rates, especially within the 2006 and 2007 vintage years. We do not own any sub-prime securities that are backed by mortgage loans made in either 2006 or 2007. These factors have caused a pull-back in market liquidity and repricing of risk, which has led to an increase in unrealized losses from December 31, 2006 to December 31, 2007. We expect delinquency and loss rates in the sub-prime mortgage sector to be volatile in the near term. In accordance with EITF 99-20, we have performed cash flow analysis on our sub-prime holdings stressing multiple variables, including prepayment speeds, default rates, and loss severity. Based on this analysis and our expectation of future loan performance, other than certain credit-related impairments recorded in the current year, future payments are expected to be received in accordance with the contractual terms of the securities. For a discussion on credit-related impairments, see Other-Than-Temporary Impairments section included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investment Results” below.

 

During 2007, the U.S. financial markets have experienced a significant level of volatility in the value of the equity markets and a spread widening in the fixed-maturity markets. In addition, certain sectors of fixed-maturity securities, primarily asset backed securities, experienced a significant level of illiquidity and price dislocation, each of which also affect the value of our fixed-maturity securities. As of December 31, 2007, our fixed-maturity securities, equity securities, preferred shares and bond mutual funds, had a fair value of $450.8 million, which represents 96.5% of our total cash and investment portfolio, these securities are subject to changes in fair value based on fluctuations in interest rates. As of December 31, 2007, a 200 basis point decline in interest rates would result in a $42.3 million, or 9.5% increase in fair value of our portfolio and a 200 basis point increase would result in a $45.0 million, or 10.0%, decrease in fair value of our portfolio. As of December 31, 2007, our investment portfolio had a net unrealized investment loss, after the effect of income taxes of $8.7 million. However, these unrealized

losses may not persist in the current economic environment or may not be realized or the ultimate loss may be greater.

 

Our investment performance may suffer as a result of adverse capital market developments or other factors, which may affect our financial results and ability to conduct business.

 

We invest the premiums we receive from policyholders until it is needed to pay policyholder claims or other expenses. Our investment portfolio is managed by three outside independent investment managers, all of which operate under investment guidelines approved by our investment committee. Although we seek to maintain sufficient liquidity from operations, investing and financing activities to meet our anticipated insurance obligations and operating and capital expenditure needs, our investments are subject to a variety of risks, including risks relating to general economic conditions, market volatility, interest rate fluctuations, liquidity risk and credit and default risk. In particular, the volatility of our claims may force us to liquidate securities, which may cause us to incur capital losses. If we do not structure our investment portfolio so that it is appropriately matched with our insurance liabilities, we may be forced to liquidate investments prior to maturity at a significant loss to cover such liabilities. Investment losses could significantly decrease our asset base and statutory surplus, thereby affecting our ability to conduct business.

 

If we are not able to renew our existing reinsurance or obtain new reinsurance, either our net exposure would increase or we would have to reduce the level of our underwriting commitment.

 

In 2008, for our property business, we retain the first $500,000 of a loss and share on a quota share basis 18% of the loss amount that exceeds $500,000 up to $1.0 million. For example, if we have a casualty policy that has a $600,000 loss, the reinsurer will be liable to us for $82,000 of the loss. For our casualty business, we retain the first $500,000 of a loss and share on a quota share basis 50% of the loss amount that exceeds $500,000 up to $1.0 million. For example, if we have a casualty policy that has a $600,000 loss, the reinsurer will be liable to us for $50,000 of the loss.

 

In 2007, we purchased property excess of loss reinsurance to limit our loss from a single occurrence on any one coverage part from any one policy to $500,000. For example, if we have a property policy that has a $600,000 loss, the reinsurer will be liable to us for $100,000 of the loss. For our casualty business, we retain the first $500,000 of a loss and share on a quota share basis 50% of the loss amount that exceeds $500,000 up to $1.0 million. For example, if we have a casualty policy that has a $600,000 loss, the reinsurer will be liable to us for $50,000 of the loss.

 

Further, we purchase catastrophe reinsurance to limit losses arising from any single occurrence, to $4.0 million up to $15.2 million, regardless of how many policyholders are involved or the extent of their loss,. We purchase casualty clash coverage for the loss amount above $1.0 million up to $19.0 million for any single occurrence, regardless of the number of policyholders involved. However, we may choose in the future to re-evaluate the use of reinsurance to increase or decrease the amount of liability we cede to reinsurers, depending upon the cost and availability of reinsurance.

 

Market conditions beyond our control determine the availability and cost of the reinsurance protection that we purchase. The reinsurance market has changed dramatically over the past few years as a result of inadequate pricing, poor underwriting and the significant losses incurred in conjunction with the terrorist attacks on September 11, 2001 and the 2004 and 2005 hurricane storm seasons. As a result, reinsurers have exited some lines of business, reduced available capacity and implemented provisions in their contracts designed to reduce their exposure to loss. In addition, the historical results of reinsurance programs and the availability of capital also affect the availability of reinsurance. The reinsurance market improved throughout 2006, 2007 and 2008 due to a moderate hurricane season.

 

Our reinsurance facilities generally are subject to annual renewal. If we are unable to renew our expiring facilities or to obtain new reinsurance facilities, either our net exposures would increase, which could increase our exposure to loss, or, if we were unwilling to bear an increase in net exposures, we would have to reduce the level of our underwriting commitments, especially catastrophe exposed risks, which would reduce our revenues. To the extent that we are forced to pay more for reinsurance or retain more liability than we do currently, we may need to reduce the volume of insurance we write. Due to the underwriting profile of our business, we have not been

significantly impacted by the changes in the reinsurance market described above either in claims or reinsurance terms and pricing.

 

Our reinsurers may not pay claims made by us on losses in a timely fashion or may not pay some or all of these claims, in each case causing our costs to increase and our revenues to decline.

 

We purchase reinsurance by transferring part of the risk we have assumed (known as ceding) to a reinsurance company in exchange for part of the premium we receive in connection with the risk. Although reinsurance makes the reinsurer liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us (the reinsured) of our liability to our policyholders. Accordingly, we bear credit risk with respect to our reinsurers. That is, our reinsurers may not pay claims made by us on a timely basis, or they may not pay some or all of these claims. Either of these events would increase our costs. As of December 31, 2007, we had $44.8 million of amounts recoverable from our reinsurers that we would be obligated to pay if our reinsurers failed to pay. We have recorded a provision for uncollectible amounts of $3.4 million at December 31, 2007 and $4.1 million at December 31, 2006, which relates to balances due from reinsurers that are in dispute.

 

We are subject to extensive regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations.

 

General.  Our insurance subsidiaries are subject to regulations, administered primarily by Ohio and Texas, our domiciliary states, and to a lesser degree, the other states in which we are licensed or admitted to sell insurance. Most insurance regulations are designed to protect the interests of insurance policyholders, as opposed to the interests of shareholders. These regulations are generally administered by a department of insurance in each state and relate to, among other things, excess and surplus lines of business authorizations, capital and surplus requirements, rate and form approvals, investment parameter restrictions, underwriting limitations, affiliate transactions, dividend limitations, changes in control and a variety of other financial and non-financial components of our business. In addition, we are subject to privacy regulations and restrictions on our ability to cancel or not renew a policy or to withdraw from one or more lines of business within a state. Significant changes in these laws and regulations could limit our discretion or make it more expensive to conduct our business. State insurance departments also 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.

 

Required Licensing.  Regulatory authorities have broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, where there is uncertainty as to applicability, we follow practices based on our interpretations of regulations or practices that we believe generally to be followed by the industry. These practices may ultimately 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.

 

Risk-Based Capital.  The National Association of Insurance Commissioners has adopted a system to test the adequacy of statutory capital, known as “risk-based capital.” This system establishes the minimum amount of riskbased capital necessary for a company to support its overall business operations. It identifies property and casualty insurers that may be inadequately capitalized by evaluating certain inherent risks of each insurer’s assets and liabilities and its mix of net written premiums. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action, including supervision, rehabilitation or liquidation. Failure to maintain our riskbased capital at the required levels could cause our insurance subsidiary to lose its regulatory authority to conduct its business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of our risk-based capital as of December 31, 2007.

IRIS Ratios.  The Insurance Regulatory Information System, or IRIS, is part of a collection of analytical tools designed to provide state insurance regulators with an integrated approach to screening and analyzing the financial condition of insurance companies. IRIS has two phases of screening: statistical and analytical. In the statistical phase, the National Association of Insurance Commissioners database generates financial ratios based on financial information obtained from insurance companies’ annual statutory statements. The analytical phase is a review of the annual statements, financial ratios and other automated solvency tools. A ratio result falling outside the usual range of IRIS ratios is viewed as part of the regulatory early monitoring system. As of December 31, 2007, Century had no IRIS ratios outside the usual range and PIC had two IRIS ratios outside the usual range, as described in “Our Business — Regulatory Environment — IRIS Ratios,” which could result in possible regulatory attention.

 

We are subject to judicial decisions affecting insurance and tort law, which may adversely affect our ability to achieve our business objectives.

 

State courts may render decisions impacting our liability for losses under insurance and tort law. This case law, as well as any legislation enacted in response, can impact the claim severity and frequency assumptions underlying our reserves. Accordingly, our ultimate liability may exceed our estimates due to this variable, among others.

 

As a holding company, we are dependent on the results of operations of our insurance subsidiaries and the regulatory and contractual capacity of our subsidiaries to pay dividends to us. Some states limit the aggregate amount of dividends our subsidiaries may pay to us in any twelve-month period, thereby limiting our funds to pay expenses and dividends.

 

We are an insurance holding company and our principal asset is the shares we hold in Century. Dividends and other payments from this company are our primary source of funds to pay expenses and dividends to our shareholders. The payment of dividends by Century to us is limited by statute. In general, these restrictions limit the aggregate amount of dividends or other distributions that Century may declare or pay within any twelve-month period without advance regulatory approval. Generally, this limitation is the greater of statutory net income for the preceding calendar year or 10% of the statutory surplus at the end of the preceding calendar year. In addition, insurance regulators have broad powers to prevent reduction of statutory surplus to inadequate levels and could refuse to permit the payment of dividends of the maximum amounts calculated under any applicable formula. As a result, we may not be able to receive dividends from our subsidiary at times and in amounts necessary to meet our debt service obligations or to pay dividends to our shareholders or corporate expenses. The amount of dividends that can be paid to us from Century in 2008 without regulatory approval is $27.4 million.

 

Although we have paid cash dividends in the past, we may not pay cash dividends in the future.

 

The declaration and payment of dividends is subject to the discretion of our board of directors and will depend on our financial condition, results of operations, cash requirements, future prospects, regulatory and contractual restrictions on the payment of dividends by our subsidiaries and other factors deemed relevant by our board of directors. There is no requirement that we must, and we cannot assure you that we will, declare and pay any dividends in the future. Our board of directors may determine to retain such capital for general corporate or other purposes.

 

If we lose key personnel or are unable to recruit qualified personnel, our ability to implement our business strategies could be delayed or hindered.

 

Our future success will depend, in large part, upon the efforts of our executive officers and other key personnel. We rely substantially upon the services of Edward F. Feighan, our Chairman of the Board, President and Chief Executive Officer, Erin E. West, our Vice President, Chief Financial Officer and Treasurer and Christopher J. Timm, our Executive Vice President and Director. Messrs. Feighan and Timm and Ms. West each have an employment agreement with us. The loss of any of these officers or other key personnel could cause our ability to implement our business strategies to be delayed or hindered. We do not have key person insurance on the lives of any of our key management personnel, except one officer. As we continue to grow, we will need to recruit and retain additional qualified personnel, but we may not be able to do so. As we have grown, we have generally been successful in filling key positions, but our ability to continue to recruit and retain such personnel will depend upon a number of factors,

such as our results of operations, prospects and the level of competition then prevailing in the market for qualified personnel.

 

Managing technology initiatives and meeting new data security requirements present significant risks for us, which could lead to increased costs or business disruptions.

 

While technological developments can streamline many business processes and ultimately reduce the cost of operations, technology initiatives can present short-term cost and implementation risks. In addition, projections of expenses, implementation schedules and utility of results my be inaccurate and can escalate over time. We rely on these systems to process new and renewal business, provide customer service, make claims payments and facilitate collections and cancellations, as well as to perform actuarial and other analytical functions necessary for pricing and product development. Failure to implement or maintain adequate systems could significantly increase our costs or cause us to lose business, each of which could adversely affect our results of operations.

 

Data security is subject to increasing regulation. We face rising costs and competing time constraints in meeting compliance requirements of new and proposed regulations. The expanding volume and sophistication of computer viruses, hackers and other external hazards may increase the vulnerability of our data systems to security breaches. These increased risks and expanding regulatory requirement expose us to potential data loss and damages and significant increases in compliance and litigation costs.

 

Our general agents may exceed their authority and bind us to policies outside our underwriting guidelines, and until we effect a cancellation, we may incur loss and loss expenses related to that policy.

 

As of December 31, 2007, we underwrote 63.6% of our property and casualty premiums on a limited binding authority basis. Binding authority business represents risks that may be quoted and bound by our general agents prior to our underwriting review. If a general agent exceeds this authority by binding us to a risk that does not comply with our underwriting guidelines, we are at risk for claims under that policy that occur during the period from its issue date until we receive the policy and cancel it. To cancel a policy for exceeding underwriting authority, we must receive and cancel the policy within statutorily prescribed time limits that are dependent on the jurisdiction but are typically 60 days. Our general agents are required by contract to have bound policies issued and a copy sent to our office within 30 days of the effective date of coverage. Our policy review generally takes two to four weeks, depending on the time of year. Upon review of a policy, we issue instructions to cure any material errors we discover. If cancellation of the policy is the only cure, we order the cancellation of the policy at that time pursuant to state law. As a result, we may be bound by a policy that does not comply with our underwriting guidelines, and until we can effect a cancellation, we may incur loss and loss expenses related to that policy.

 

Our reliance on our agents subjects us to credit risk.

 

Our agents collect premiums from policyholders and forward them to us. In certain jurisdictions, when the insured pays premiums for these policies to agents for payment over to us, the premiums might be considered to have been paid under applicable insurance laws and regulations, and the insured will no longer be liable to us for these amounts, whether or not we actually receive the premiums from the agent. Consequently, we assume a degree of credit risk associated with our agents. Although agents’ failures to remit premiums to us have not caused a material adverse impact on us to date, there have been instances where agents collected premiums and did not remit it to us and we were nonetheless required under applicable law to provide the coverage set forth in the policy despite the absence of premium. Because the possibility of these events is dependent in large part upon the financial condition of our agents, which is not publicly available, we are not able to quantify the exposure presented by this risk. If we are unable to collect premiums from our agents in the future, our financial condition and results of operations could be materially and adversely affected.

 

We are exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act of 2002.

 

We continue to evaluate our internal controls systems to allow management to report on, and our independent registered public accounting firm to audit, our internal controls over financial reporting and to perform the system

and process evaluation and testing (and any necessary remediation) required to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In the course of this evaluation, we may identify control deficiencies of varying degrees of severity under applicable SEC and Public Company Accounting Oversight Board rules and regulations that remain unremediated. As a public company, we are required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a significant deficiency, or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. If we cease to comply with the requirements of Section 404 manner, we might be subject to sanctions or investigation by regulatory authorities such as the SEC or NASDAQ. Additionally, failure to comply with Section 404 or the report by us of a material weakness may cause investors to lose confidence in our financial statements and our stock price may be adversely affected. If we fail to remedy any material weakness, our financial statements may be inaccurate, we may face restricted access to the capital markets, and your share price may be adversely affected.

 

 

None

 

 

Our corporate headquarters is a 44,000 square foot office building located in Westerville, Ohio. We lease this building pursuant to a lease agreement with an initial term of ten years, which expires in 2013. In addition, we have an option to renew the lease agreement for two five-year terms. In July 2006, we leased 11,000 additional square feet of office space in the same complex as our corporate headquarters. This space was leased with an initial term of five years and an option to terminate the lease after two years with one-month advance notice and payment of any unamortized leasehold improvements and brokerage cost.

 

We also lease an aggregate of 20,000 square feet of office space in Phoenix, Arizona. Our lease of this space has an initial term that expires in 2009. We also lease 1,200 square feet of office space in Conrad, Texas which has a three-year lease term, ending in April 30, 2010. Beginning in February 2008, we also lease 1,181 square feet of office space in Naples, Florida. This lease expires in 2011.

 

 

We are party to lawsuits, arbitrations and other proceedings that arise in the normal course of our business. Many of such lawsuits, arbitrations and other proceedings involve claims under policies that we underwrite as an insurer, the liabilities for which we believe have been adequately included in our loss and loss expense reserves. Also, from time to time, we are party to lawsuits, arbitrations and other proceedings that relate to disputes over contractual relationships with third parties, or that involve alleged errors and omissions on the part of our insurance subsidiaries. We provide accruals for these items to the extent we deem the losses probable and reasonably estimable.

 

The outcome of litigation is subject to numerous uncertainties. Although the ultimate outcome of pending matters cannot be determined at this time, based on present information, we believe the resolution of these matters will not have a material adverse effect on our financial position, results of operations or cash flows.

 

 

There were no matters submitted to a vote of security holders in the fourth quarter of 2007.

 

The following table sets forth certain information concerning our executive officers as of March 17, 2008:

 

 

Edward F. Feighan has been our Chairman, President and Chief Executive Officer since October 2003. Mr. Feighan was President of Avalon National Corporation, a holding company for a workers’ compensation insurance agency, from 1998 until 2000. From September 1998 until May 2003, Mr. Feighan was Managing Partner of Alliance Financial, Ltd., a merchant banking firm specializing in mergers and acquisitions. He has served as a director of our company and our insurance company subsidiaries from 1993 to 1996 and from 2000 to the present. Mr. Feighan has served at times as our Special Counsel.

 

Erin E. West was named Chief Financial Officer and Treasurer in October 2005. Ms. West served under our former Chief Financial Officer, Mr. Charles D. Hamm, Jr., as Chief Financial Officer of Century since July 2004 and Vice President of Century since December 2003. Ms. West also serves as director, Secretary and Treasurer of both Century and ProCentury Insurance Company. Ms. West is a certified public accountant and was formerly a Supervising Senior with KPMG LLP from 1997 to 2001.

 

Christopher J. Timm was named Executive Vice President and President of Century in May 2003. Since 2000, he has served as a Director and Vice President of ProCentury and a senior officer and director of most companies within the Century Insurance Group^®. From 1998 until 2000, following the sale of Environmental & Commercial Insurance Agency, Inc., Mr. Timm complied with the terms of a non-compete agreement and pursued non-insurance business ventures. From 1990 through 1998, Mr. Timm was an owner and President of Environmental & Commercial Insurance Agency, Inc., a managing underwriting agency.

 

Greg D. Ewald has served as Senior Vice President of Underwriting for Century since 2000. Mr. Ewald serves as a director of both Century and ProCentury Insurance Company and is a director and President of ProCentury Risk Partners Insurance Company, a D.C. captive insurer subsidiary of ProCentury Corporation. Previously, Mr. Ewald was Senior Vice President for Acceptance Insurance Company from 1990 to 2000 and for Underwriters Reinsurance Company (now Swiss Re) from 1979 to 1990.

 

James P. Flood was named Senior Vice President of Operations in November of 2007. Since October 2003, Mr. Flood has served as Senior Vice President of Claims for Century. Mr. Flood also serves as a Director of both Century and ProCentury Insurance Company. From 2002 to 2003, Mr. Flood was a management and claims consultant and, from 1995 to 2002, served as Claims Senior Vice President, Group Vice President and Chief Claims Officer for CNA. From 1988 to 1995, Mr. Flood was Senior Vice President of Claims for Continental Insurance Company. From 1977 to 1987, Mr. Flood was a trial attorney for Buckeye Union Insurance Company. He was admitted to the Ohio Bar in 1977.

 

 

ProCentury Corporation (symbol: PROS) common shares are listed on the NASDAQ National Market. As of March 7, 2008, there were 89 holders of record of the 13,421,032 outstanding common shares of the Company. The high, low and closing sale prices of our common shares for each quarter in 2007, 2006, and 2005 are listed below:

 

 

 

 

The Company declared a $0.04 per share cash dividend in each quarter of 2007. The Company declared a $0.03, $0.035, $0.04 and $0.04 per share cash dividend in the first, second, third and fourth quarters of 2006, respectively. The Company declared a $0.02 per share cash dividend in the first three quarters of 2005 and $0.025 in the fourth quarter of 2005. As an insurance holding company, our principal asset is the shares we hold in Century. The dividends and other payments from Century are our primary source of funds; however, the payment of dividends by Century to us is limited by statute. As a result, we may not be able to receive funds at times and in amounts necessary to meet our debt service obligations or to pay dividends to our shareholders or corporate expenses.

The chart below reflects the Company’s total return performance for the years ended December 31, 2007, 2006, 2005 and 2004.

 

Total Return Performance

 

 

 

Source: Standard & Poor’s and SNL Financial.

 

We have added the NASDAQ Composite and SNL Insurance P&C indexes this year with the intent of discontinuing the use of the S&P 500 and the S&P Property and Casualty Insurance Index next year. The Company believes that the NASDAQ composite and SNL Insurance P&C indexes provide closer representation of the broad and peer indexes for ProCentury.

 

SELECTED CONSOLIDATED FINANCIAL DATA

 

The following table summarizes selected consolidated financial information for the periods ended and as of the dates indicated. The selected data presented below under the captions “Operating Data” and “Balance Sheet Data” for, and as of the end of, each of the periods in the five-year period ended December 31, 2007 are derived from our consolidated financial statements, which financial statements have been audited by KPMG LLP, an independent registered public accounting firm. The consolidated financial statements as of December 31, 2007 and 2006 and for each of the periods in the three-year period ended December 31, 2007, and KPMG LLP’s report thereon, are included elsewhere in this 10-K filing. These historical results are not necessarily indicative of results to be expected from any future period. You should read this selected consolidated financial information together with our consolidated financial statements and related notes and the section of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

 

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those statements included in this annual report on Form 10-K. This discussion and analysis includes forward-looking statements that are subject to risks, uncertainties and other factors described in “Risk Factors” and elsewhere that could cause our actual growth, results of operations, performance and business prospects and opportunities in 2008 and beyond to differ materially from those expressed in, or implied by, those forward-looking statements. See “Forward-Looking Statements”.

 

Overview

 

ProCentury is a holding company that underwrites selected property and casualty and surety insurance through its subsidiaries collectively known as Century Insurance Group^®. As a specialty company, we offer insurance products designed to meet specific insurance needs of targeted insured groups. The excess and surplus lines market provides an alternative market for customers with hard-to-place risks and risks that insurance companies licensed by the state in which the insurance policy is sold, which are also referred to as “admitted insurers,” typically do not cover. As an underwriter within the excess and surplus lines market, we are selective in the lines of business and types of risks we choose to write. We develop these specialty insurance products through our own experience or knowledge or through proposals brought to us by agents with special expertise in specific classes of business.

 

We evaluate our insurance operations by monitoring key measures of growth and profitability. The following provides further explanation of the key financial measures that we use to evaluate our results:

 

Written and Unearned Premium.  Written premium is recorded based on the insurance policies that have been reported to us and, beginning in the fourth quarter of 2006, the policies that have been written by agents but not yet reported to us. We must estimate the amount of written premium not yet reported based on judgments relative to current and historical trends of the business being written. Such estimates are regularly reviewed and updated and any resulting adjustments are included in the current period’s results. An unearned premium reserve is established to reflect the unexpired portion of each policy at the financial reporting date. For additional information regarding our written and unearned premium refer to Note 4 to our audited consolidated financial statements included in this report.

 

Loss and Loss Expense Ratio.  Loss and loss expense ratio is the ratio (expressed as a percentage) of losses and loss expenses incurred to premiums earned. Our net loss and loss expense is meaningful in evaluating our financial results, which are net of ceded reinsurance, as reflected in our audited consolidated financial statements.

 

Expense Ratio.  Expense ratio is the ratio (expressed as a percentage) of net operating expenses to premiums earned and measures a company’s operational efficiency in producing, underwriting and administering its insurance business. Interest expense is not included in the calculation of the expense ratio.

 

Combined Ratio.  Combined ratio is the sum of the loss and loss expense ratio and the expense ratio and measures a company’s overall underwriting profit. If the combined ratio is at or above 100, an insurance company cannot be profitable without investment income (and may not be profitable if investment income is insufficient). We use the combined ratio in evaluating our overall underwriting profitability and as a measure for comparing our profitability relative to the profitability of our competitors.

 

Critical Accounting Policies

 

It is important to understand our accounting policies in order to understand our financial statements. Management considers certain of these policies to be critical to the presentation of our financial results, since they require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the financial reporting date and throughout the period being reported upon. Certain of the estimates result from judgments that can be subjective and

complex and consequently actual results may differ from these estimates, which would be reflected in future periods.

 

Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of other-than-temporary declines in the fair value of investments, the determination of loss and loss expense reserves, the net realizable value of reinsurance recoverables, the recoverability of deferred policy acquisition costs, and the determination of federal income taxes. Although considerable variability is inherent in these estimates, management believes that the amounts provided are reasonable. These estimates are continually reviewed and adjusted as necessary. Such adjustments are reflected in current operations.

 

Loss and Loss Expense Reserves.  Loss and loss expense reserves represent an estimate of the expected cost of the ultimate settlement and administration of losses based on facts and circumstances then known. We use actuarial methodologies to assist us in establishing these estimates, including judgments relative to estimates of future claims severity and frequency, length of time to develop to ultimate resolution, and consideration of new judicial decisions in tort and insurance law, emerging theories or liabilities and other factors beyond our control. Due to the inherent uncertainty associated with the cost of unsettled and unreported claims, the ultimate liability may be different from the original estimate. Such estimates are regularly reviewed and updated and any resulting adjustments are included in the current period’s results. Additional information regarding our loss and loss expense reserves can be found in Note 3 to our audited consolidated financial statements included in this report.

 

Reinsurance Recoverables.  Reinsurance recoverables on paid and unpaid losses, net, are established for the portion of our loss and loss expense reserves that are ceded to reinsurers. Reinsurance recoverables are determined based in part on the terms and conditions of reinsurance contracts which could be subject to interpretations that differ from our own based on judicial theories of liability. In addition, we bear credit risk with respect to our reinsurers that can be significant considering that certain of the reserves remain outstanding for an extended period of time. We are required to pay losses even if a reinsurer fails to meet its obligations under the applicable reinsurance agreement. See Note 4 to our audited consolidated financial statements included in this report.

 

Impairment of Investments.  Impairment of investment securities results in a charge to income when a market decline below cost is deemed to be other-than-temporary. Under our accounting policy for equity securities and fixed-maturity securities that can be contractually prepaid or otherwise settled in a way that may limit our ability to fully recover cost, an impairment is deemed to be other-than-temporary unless we have both the ability and intent to hold the investment until the security’s forecasted recovery and evidence exists indicating that recovery will occur in a reasonable period of time.

 

For fixed-maturity and equity securities that can not be contractually prepaid or otherwise settled, an other-than-temporary impairment charge is taken when we do not have the ability and intent to hold the security until the forecasted recovery or if it is no longer probable that we will recover all amounts due under the contractual terms of the security. Many criteria are considered during this process including, but not limited to, the current fair value as compared to amortized cost or cost, as appropriate, of the security; the amount and length of time a security’s fair value has been below amortized cost or cost; specific credit issues and financial prospects related to the issuer; our intent to hold or dispose of the security; and current economic conditions. Other-than-temporary impairment losses result in a permanent reduction to the cost basis of the underlying investment.

 

During 2007, credit markets experienced reduced liquidity, higher volatility and widening credit spreads across asset classes mainly as a result of marketplace uncertainty arising from higher defaults in sub-prime and Alt-A residential mortgage loans. In connection with this uncertainty, we believe investors and lenders have retreated from many investments in asset-backed securities including those associated with sub-prime and Alt-A residential mortgage loans, as well as types of debt investments with weak lender protections or those with limited transparency and/or complex features which hindered investor understanding. At the same time, investors shifted emphasis towards safety pushing up the demand for U.S. Treasury instruments. The current credit market conditions resulted in an unfavorable liquidity environment for issuers of financial instruments including commercial paper, long-term debt and asset-backed securities.

 

Valuation of Investments.  The Company’s investments in fixed maturities, which include bonds and redeemable preferred stock and certain equity securities, which include common and non-redeemable preferred

stocks, are classified as “available-for-sale” and accordingly, are carried at fair value with the after-tax difference from cost or amortized cost, reflected in shareholders’ equity as a component of accumulated other comprehensive income, net of valuation allowances on deferred tax assets. Short-term investments are carried at amortized cost, which approximates fair value. The fair value for fixed maturity securities is largely determined by one of two primary pricing methods: third party pricing service market prices or independent broker quotations. Prices from third party pricing services are often unavailable for securities that are rarely traded or are traded only in privately negotiated transactions and as a result, certain of the Company’s securities are priced via broker quotations.

 

Additionally, for certain securitized financial assets with contractual cash flows (including asset-backed securities), FASB Emerging Task Force (EITF) 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets,” requires us to periodically update our best estimate of cash flows over the life of the security. If management determines that the fair value of a securitized financial asset is less than its carrying amount and there has been a decrease in the present value of the estimated cash flows since the last revised estimate, considering both timing and amount, then an other-than-temporary impairment is recognized.

 

For additional detail regarding our investment portfolio at December 31, 2007 and December 31, 2006, including disclosures regarding other-than-temporary declines in investment value, see “Investment Portfolio” below and Note 2 to our audited consolidated financial statements included in this report.

 

Deferred Policy Acquisition Costs.  We defer commissions, premium taxes and certain other costs that vary with and are primarily related to the acquisition of insurance contracts. The acquisition costs are reduced by ceding commission income. The costs are capitalized and charged to expense in proportion to premium revenue recognized. The method followed in computing deferred policy acquisition costs limits the amount of such deferred costs to their estimated realizable value, which gives effect to the premium to be earned, related investment income, anticipated losses and settlement expenses and certain other costs expected to be incurred as the premium is earned. Judgments as to ultimate recoverability of such deferred costs are highly dependent upon estimated future loss costs associated with the written premiums. See Note 5 to our audited consolidated financial statements included in this report.

 

Federal Income Taxes.  We provide for federal income taxes based on amounts we believe we ultimately will owe. Inherent in the provision for federal income taxes are estimates regarding the deductibility of certain items and the realization of certain tax credits. In the event the ultimate deductibility of certain items or the realization of certain tax credits differs from estimates, we may be required to significantly change the provision for federal income taxes recorded in the consolidated financial statements. Any such change could significantly affect the amounts reported in the consolidated statements of income.

 

We utilize the asset and liability method of accounting for income tax. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce the deferred tax assets to the amounts more likely than not to be realized. See Note 7 to our audited consolidated financial statements included in this report.

Results of Operations

 

The table below summarizes certain operating results and key measures we use in monitoring and evaluating our operations. The information is intended to summarize and supplement information contained in our consolidated financial statements and to assist the reader in gaining a better understanding of our results of operations:

 

 

Overview of Operating Results

 

The insurance industry has historically been cyclical. During the past five years, many admitted insurers returned to more risk-based underwriting disciplines in the standard market, resulting in higher premium rates, less flexible terms and, in some cases, an unavailability of adequate insurance coverage in the standard market in some classes. We, along with other excess and surplus lines insurers, benefited from this increase in rates and volume. During 2006, however, the excess and surplus lines industry began to experience softer market conditions primarily attributed to intensified competition from admitted and surplus lines insurers, resulting in volume and rate decreases. This increased competition intensified in 2007 and is continuing in 2008. We will continue to monitor our rates and control our costs in an effort to maximize profits during softening market conditions.

 

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006.  Net income was $24.8 million for the year ended December 31, 2007 compared to net income of $20.9 million for the year ended December 31, 2006. The increase in net income for the year ended December 31, 2007 was primarily attributable to an increase in net investment income, coupled with a lower combined ratio as a result of a reduction of the loss and loss expense ratio. The reduction in the loss and loss expense ratio was driven by a favorable decrease in the current accident year loss and loss expense ratio compared to the 2006 current accident year that decreased loss and loss expenses by $653,000 and a favorable decrease in the prior accident years’ loss and loss expense ratio that decreased loss and loss expenses by $9.1 million.

 

Our gross written premiums decreased 15.8% to $238.3 million for the year ended December 31, 2007 compared to $283.0 million for the same period in 2006. The decrease resulted from a 7.4% decline due to the impact of the change in the timing of recording gross written premiums in 2006 that increased our 2006 gross written premium by $20.9 million (discussed in more detail below), a 3.2% decline due to the termination of the auto physical damage program that began in 2006 and a 5.2% decline due to increased market competition. During 2007, we continued to experience increased competition across our product lines with indications of other carriers continuing to lower their rates and expand their risk profile. Despite this increase in competition, we maintained our underwriting discipline. We had moderate rate decreases in our core property and casualty lines during the year ended December 31, 2007. However, we experienced premium volume growth from our garage and ocean marine business during that period.

Net investment income increased by 14.0% for the year ended December 31, 2007 compared to the same period in 2006. This is due to continued positive cash flows from operations. Our tax equivalent yield for the year ended December 31, 2007 was 5.7%, compared to 5.8% 2006.

 

Total expenses decreased by $7.1 million to $202.1 for the year ended December 31, 2007 compared to $209.3 million for the year ended December 31, 2006. The combined ratio for the year ended December 31, 2007 was 91.7% compared to 94.5% for the same period in 2006. The loss and loss expense ratio was 57.9% and 61.9%, for the years ended December 31, 2007 and 2006, respectively. For the year ended December 31, 2007, total loss and loss expenses related to the 2007 accident year was $135.0 million, which was partially offset by $9.1 million of favorable reserve development on prior accident years. This compares to $136.6 million of current accident year loss and loss expenses and $1.1 million of favorable reserve development on prior accident years for the year ended December 31, 2006. The decrease in loss and loss expenses for the year ended December 31, 2007 for the current accident year is primarily due to the decline in earned premium, which was supplemented with a decline in the current accident year loss and loss expense ratio. The favorable development on prior accident years for the year ended December 31, 2007 primarily related to our claims made contractors casualty business written in 2005 and 2006 and our property business written in 2005 and 2006. This business continued to perform better than our original estimates.

 

The expense ratio for the years ended December 31, 2007 and for 2006 was 33.8% and 32.6%, respectively. The increase in the expense ratio in 2007 compared to 2006 is directly attributable to higher contingent commissions due to the favorable loss experience, lower growth in earned premium and $300,000 of professional fees and other costs incurred in the second quarter of 2007 related primarily to an aborted public equity offering. In addition, we incurred a higher blended commission rate due to a greater percentage of binding business that has a higher commission rate than that of brokerage business for the year ended December 31, 2007.

 

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005.  Net income was $20.9 for the year ended December 31, 2006, compared to net income of $10.2 for the year ended December 31, 2005. The increase in net income for the year ended December 31, 2006 was primarily attributable to a 24.4% increase in total revenue in 2006 as a result of higher net earned premium and net investment income. The impact of the increase in revenue on net income was also supplemented by a 4.9 percentage points decrease in the total combined ratio in 2006 as compared to 2005. The lower combined ratio is primarily due to a decrease in losses that were incurred related to prior years and hurricanes when comparing 2006 to 2005.

 

Of our total revenue growth, 88.2% was due to a 23.3% increase in net earned premium because of an increase in the volume of business that was partially offset by slight rate declines in the property line of business and supported by relatively flat rates in our casualty business. While our core property and casualty business continued to grow in 2006, the most significant areas of growth were a result of higher volume of program business and the continued growth in contractors business written on a claims-made form.

 

In addition to our net earned premium growth, our net investment income grew by 33.7% in 2006 compared to the same period in 2005. This growth was due to continued favorable cash flows from operations during the year ended December 31, 2006 and higher investment yields which on a tax equivalent basis increased to 5.8% for the year ended December 31, 2006 from 5.2% for the same period in 2005.

 

Higher expenses that resulted from an increase in net loss and loss expenses and amortization of deferred acquisition costs partially offset the increase in total revenue. This increase in overall expenses is a direct result of the growth in the volume of business produced in 2006 and is partially offset by an increase in the profitability of the business written as seen in an overall decrease in the 2006 combined ratio as compared to the combined ratio in 2005. This decrease in the overall combined ratio is a direct result of a 4.7 percentage point decrease in the loss and loss expense ratio that decreased to 61.9% for the year ended December 31, 2006 from 66.6% for the same period in 2005. As previously stated, the decrease in the loss and loss expense ratio for year ended December 31, 2006 compared to the same periods in 2005 resulted from higher net incurred loss and loss expenses in 2005 due to $5.4 million of unfavorable development in 2005 related to prior accident years and a significantly worse hurricane season in 2005 than in 2006 that resulted in $8.3 million of additional losses. We recorded $1.1 million favorable prior year development in 2006.

The expense ratio for year ended December 31, 2006 and 2005 was 32.6% and 32.8%, respectively. The decrease in the expense ratio for the year ended December 31, 2006 is directly attributable the fact that the 2005 expense ratio was impacted by 0.4% of expense related to the severance agreement with our former Chief Operating Officer which was recorded in the first quarter of 2005. No severance expense was incurred in 2006. In addition, the overall expense ratio was impacted by slightly higher acquisition costs included in the amortization of deferred acquisition costs which was offset by a decrease in the other expense ratio due to expense efficiencies gained as a result of the fact that our fixed costs have not increased at the same rate as our earned premium.

 

In addition, On September 13, 2006, the SEC staff released Staff Accounting Bulletin 108 (SAB 108) regarding the process of quantifying financial statement misstatements that were uncorrected in prior years. Following the release of SAB 108, we reviewed all of our accounting practices and did not identify any items that were considered to be a material misstatement of prior year financial statements. We did, however, make immaterial adjustments, one of which changed the timing of recording gross written premiums. In the past, we recorded premiums on a received and processed basis, which did not take into account premiums written by agents but not yet submitted to us. Under our revised accounting policy, which was implemented in the fourth quarter of 2006, we recorded an estimate of the policies that have been written by agents but not yet reported to us. These adjustments had the following impacts on the results for both the quarter and year ended December 31, 2006:

 

 

Revenues

 

Premiums

 

Premiums include insurance premiums underwritten by our insurance subsidiaries (which are referred to as direct premiums) and insurance premiums assumed from other insurers (which are referred to as assumed premiums). We refer to direct and assumed premiums together as gross premiums.

 

Written premiums are the total amount of premiums billed to the policyholder less the amount of premiums returned, generally because of cancellations, during a given period. Written premiums become premiums earned as the policy ages. Barring premium changes, if an insurance company writes the same mix of business each year, written premiums and premiums earned will be equal, and the unearned premium reserve will remain constant. During periods of growth, the unearned premium reserve will increase, causing premiums earned to be less than written premiums. Conversely, during periods of decline, the unearned premium reserve will decrease, causing premiums earned to be greater than written premiums.

 

Written premium is recorded based on the insurance policies that have been reported to us and beginning in the fourth quarter of 2006, the policies that have been written by agents but not yet reported to us. We must estimate the amount of written premium not yet reported based on judgments relative to current and historical trends of the business being written. Such estimates will be regularly reviewed and updated and any resulting adjustments will be included in the current year’s results. An unearned premium reserve is established to reflect the unexpired portion of each policy at the financial reporting date.

 

We have historically relied on quota share, excess of loss, and catastrophe reinsurance primarily to manage our regulatory capital requirements and to limit our exposure to loss. Generally, we have ceded a significant portion of our premiums to unaffiliated reinsurers in order to maintain net written premiums to statutory surplus ratio of less than 2-to-1.

Our underwriting business is currently divided into two primary segments: