e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the quarterly period ended March 31, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-33077
FIRST MERCURY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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38-3164336 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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29110 Inkster Road |
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Suite 100
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48034 |
Southfield, Michigan
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(Zip Code) |
(Address of Principal Executive Offices) |
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Registrants telephone number, including area code: (800) 762-6837
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 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):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
The number of shares of Common Stock, par value $0.01, outstanding on May 2, 2008 was 18,275,313.
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
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March 31, |
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December 31, |
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2008 |
|
|
2007 |
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|
(Unaudited) |
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|
(Dollars in thousands, |
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|
except share and per share data) |
|
ASSETS |
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|
|
|
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Investments |
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|
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Debt securities |
|
$ |
420,426 |
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|
$ |
402,418 |
|
Equity securities and other |
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|
18,431 |
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|
|
4,529 |
|
Short-term |
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|
35,065 |
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|
52,341 |
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|
|
|
|
|
|
|
Total Investments |
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|
473,922 |
|
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|
459,288 |
|
Cash and cash equivalents |
|
|
20,836 |
|
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|
18,432 |
|
Premiums and reinsurance balances receivable |
|
|
59,295 |
|
|
|
38,278 |
|
Accrued investment income |
|
|
4,434 |
|
|
|
4,481 |
|
Accrued profit sharing commissions |
|
|
11,331 |
|
|
|
14,220 |
|
Reinsurance recoverable on paid and unpaid losses |
|
|
106,994 |
|
|
|
96,995 |
|
Prepaid reinsurance premiums |
|
|
47,743 |
|
|
|
52,718 |
|
Deferred acquisition costs |
|
|
19,315 |
|
|
|
14,257 |
|
Intangible assets, net of accumulated amortization |
|
|
47,912 |
|
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|
36,651 |
|
Goodwill |
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|
25,080 |
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Other assets |
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|
14,800 |
|
|
|
11,964 |
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|
|
|
|
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Total Assets |
|
$ |
831,662 |
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|
$ |
747,284 |
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|
|
|
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|
|
|
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|
|
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Loss and loss adjustment expense reserves |
|
$ |
301,314 |
|
|
$ |
272,365 |
|
Unearned premium reserves |
|
|
134,005 |
|
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|
123,469 |
|
Long-term debt |
|
|
67,013 |
|
|
|
67,013 |
|
Funds held under reinsurance treaties |
|
|
38,346 |
|
|
|
35,799 |
|
Premiums payable to insurance companies |
|
|
21,636 |
|
|
|
2,163 |
|
Reinsurance payable on paid losses |
|
|
4,800 |
|
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|
3,958 |
|
Deferred federal income taxes |
|
|
3,913 |
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|
217 |
|
Accounts payable, accrued expenses, and other liabilities |
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|
21,148 |
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|
12,920 |
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|
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Total Liabilities |
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|
592,175 |
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|
517,904 |
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Stockholders Equity |
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|
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Common stock, $0.01 par value; authorized 100,000,000 shares; issued
and outstanding 18,275,313 and 17,972,353 shares |
|
|
183 |
|
|
|
180 |
|
Paid-in-capital |
|
|
166,681 |
|
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|
165,836 |
|
Accumulated other comprehensive income |
|
|
1,214 |
|
|
|
1,177 |
|
Retained earnings |
|
|
71,908 |
|
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|
62,187 |
|
Treasury stock; 33,600 and 0 shares |
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|
(499 |
) |
|
|
|
|
|
|
|
|
|
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|
Total Stockholders Equity |
|
|
239,487 |
|
|
|
229,380 |
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity |
|
$ |
831,662 |
|
|
$ |
747,284 |
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|
|
|
|
|
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|
See accompanying notes to condensed consolidated financial statements.
3
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
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Three Months Ended |
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March 31, |
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2008 |
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2007 |
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(Dollars in thousands, except share and per share data) |
|
Operating Revenue |
|
|
|
|
|
|
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|
Net earned premiums |
|
$ |
43,571 |
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|
$ |
44,929 |
|
Commissions and fees |
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|
7,029 |
|
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|
4,657 |
|
Net investment income |
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|
4,853 |
|
|
|
3,294 |
|
Net realized gains on investments |
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|
1 |
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|
135 |
|
|
|
|
|
|
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|
Total Operating Revenues |
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|
55,454 |
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|
53,015 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Operating Expenses |
|
|
|
|
|
|
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|
Losses and loss adjustment expenses, net |
|
|
23,444 |
|
|
|
23,954 |
|
Amortization of deferred acquisition expenses |
|
|
8,213 |
|
|
|
8,739 |
|
Underwriting, agency and other expenses |
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|
7,052 |
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|
|
3,730 |
|
Amortization of intangible assets |
|
|
539 |
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|
307 |
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|
|
|
|
|
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|
Total Operating Expenses |
|
|
39,248 |
|
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|
36,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Operating Income |
|
|
16,206 |
|
|
|
16,285 |
|
Interest Expense |
|
|
1,464 |
|
|
|
982 |
|
Change in Fair Value of Derivative Instruments |
|
|
435 |
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|
107 |
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|
|
|
|
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|
Income Before Income Taxes |
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|
14,307 |
|
|
|
15,196 |
|
Income Taxes |
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|
4,586 |
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|
5,229 |
|
|
|
|
|
|
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|
Net Income |
|
$ |
9,721 |
|
|
$ |
9,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net Income Per Share: |
|
|
|
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|
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|
Basic |
|
$ |
0.54 |
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|
$ |
0.58 |
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|
Diluted |
|
$ |
0.52 |
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|
$ |
0.55 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Weighted Average Shares Outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
18,106,063 |
|
|
|
17,331,901 |
|
|
|
|
|
|
|
|
Diluted |
|
|
18,793,264 |
|
|
|
18,183,841 |
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|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
4
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders Equity
(Unaudited)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Other |
|
|
|
|
|
|
|
|
|
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|
|
Common |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Retained |
|
|
Treasury |
|
|
|
|
|
|
Stock |
|
|
Capital |
|
|
Income (Loss) |
|
|
Earnings |
|
|
Stock |
|
|
Total |
|
|
|
(Dollars in thousands, except share data) |
|
Balance, January 1, 2007 |
|
$ |
174 |
|
|
$ |
153,600 |
|
|
$ |
(761 |
) |
|
$ |
20,323 |
|
|
$ |
(598 |
) |
|
$ |
172,738 |
|
Cumulative effect adjustment upon
adoption of SFAS 155 |
|
|
|
|
|
|
|
|
|
|
(133 |
) |
|
|
133 |
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
|
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,967 |
|
|
|
|
|
|
|
9,967 |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains on securities
arising during the period, net of tax of ($237) |
|
|
|
|
|
|
|
|
|
|
440 |
|
|
|
|
|
|
|
|
|
|
|
440 |
|
Change in fair value of interest rate swap, net of tax of $44 |
|
|
|
|
|
|
|
|
|
|
(82 |
) |
|
|
|
|
|
|
|
|
|
|
(82 |
) |
Less reclassification adjustment for
gains included in net income, net of tax of $132 |
|
|
|
|
|
|
|
|
|
|
(245 |
) |
|
|
|
|
|
|
|
|
|
|
(245 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2007 |
|
$ |
174 |
|
|
$ |
153,630 |
|
|
$ |
(781 |
) |
|
$ |
30,423 |
|
|
$ |
(598 |
) |
|
$ |
182,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2008 |
|
$ |
180 |
|
|
$ |
165,836 |
|
|
$ |
1,177 |
|
|
$ |
62,187 |
|
|
$ |
|
|
|
$ |
229,380 |
|
Exercise of stock options |
|
|
3 |
|
|
|
518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
521 |
|
Stock-based compensation expense |
|
|
|
|
|
|
327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
327 |
|
Common stock repurchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(499 |
) |
|
|
(499 |
) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,721 |
|
|
|
|
|
|
|
9,721 |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains on securities
arising during the period, net of tax of ($436) |
|
|
|
|
|
|
|
|
|
|
809 |
|
|
|
|
|
|
|
|
|
|
|
809 |
|
Change in fair value of interest rate swap, net of tax of $324 |
|
|
|
|
|
|
|
|
|
|
(602 |
) |
|
|
|
|
|
|
|
|
|
|
(602 |
) |
Less reclassification adjustment for
gains included in net income, net of tax of $92 |
|
|
|
|
|
|
|
|
|
|
(170 |
) |
|
|
|
|
|
|
|
|
|
|
(170 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2008 |
|
$ |
183 |
|
|
$ |
166,681 |
|
|
$ |
1,214 |
|
|
$ |
71,908 |
|
|
$ |
(499 |
) |
|
$ |
239,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
5
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
Net Income |
|
$ |
9,721 |
|
|
$ |
9,967 |
|
Adjustments to reconcile net income to net cash provided by
operating activities |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
893 |
|
|
|
471 |
|
Realized (gains) losses on investments |
|
|
(1 |
) |
|
|
(135 |
) |
Deferrals of acquisition costs, net |
|
|
(5,058 |
) |
|
|
4,003 |
|
Deferred income taxes |
|
|
(221 |
) |
|
|
(1,371 |
) |
Stock-based compensation expense |
|
|
327 |
|
|
|
30 |
|
Increase (decrease) in cash resulting from changes in assets
and liabilities |
|
|
|
|
|
|
|
|
Premiums and reinsurance balances receivable |
|
|
(1,447 |
) |
|
|
17,935 |
|
Accrued investment income |
|
|
47 |
|
|
|
(512 |
) |
Receivable from related entity |
|
|
75 |
|
|
|
(180 |
) |
Accrued profit sharing commissions |
|
|
2,889 |
|
|
|
(1,055 |
) |
Reinsurance recoverable on paid and unpaid losses |
|
|
(9,999 |
) |
|
|
(1,791 |
) |
Prepaid reinsurance premiums |
|
|
4,975 |
|
|
|
(15,077 |
) |
Loss and loss adjustment expense reserves |
|
|
24,459 |
|
|
|
20,258 |
|
Unearned premium reserves |
|
|
8,802 |
|
|
|
6,140 |
|
Funds held under reinsurance treaties |
|
|
2,547 |
|
|
|
9,013 |
|
Reinsurance payable on paid losses |
|
|
842 |
|
|
|
(37 |
) |
Premiums payable to insurance companies |
|
|
(3,745 |
) |
|
|
1,048 |
|
Other |
|
|
(8,944 |
) |
|
|
2,921 |
|
|
|
|
|
|
|
|
Net Cash Provided By Operating Activities |
|
|
26,162 |
|
|
|
51,628 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
Cost of short-term investments acquired |
|
|
(135,182 |
) |
|
|
(96,859 |
) |
Proceeds from disposals of short-term investments |
|
|
155,618 |
|
|
|
84,663 |
|
Cost of debt and equity securities acquired |
|
|
(52,616 |
) |
|
|
(59,587 |
) |
Proceeds from debt and equity securities |
|
|
27,410 |
|
|
|
16,035 |
|
Change in receivable from stockholders |
|
|
|
|
|
|
|
|
Acquisition, net of cash acquired |
|
|
(18,466 |
) |
|
|
|
|
Cost of fixed asset purchases |
|
|
(544 |
) |
|
|
(648 |
) |
|
|
|
|
|
|
|
Net Cash Used In Investing Activities |
|
|
(23,780 |
) |
|
|
(56,396 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
Stock issued on stock options exercised |
|
|
521 |
|
|
|
|
|
Purchase of treasury stock |
|
|
(499 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided By Financing Activities |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease In Cash and Cash Equivalents |
|
|
2,404 |
|
|
|
(4,768 |
) |
Cash and Cash Equivalents, beginning of period |
|
|
18,432 |
|
|
|
14,335 |
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, end of period |
|
$ |
20,836 |
|
|
$ |
9,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
1,787 |
|
|
$ |
965 |
|
Income taxes |
|
$ |
|
|
|
$ |
915 |
|
See accompanying notes to condensed consolidated financial statements.
6
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements and notes of First Mercury
Financial Corporation and Subsidiaries (FMFC or the Company) have been prepared in accordance
with accounting principles generally accepted in the United States of America for interim financial
information and do not contain all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete financial statements.
Readers are urged to review the Companys 2007 audited consolidated financial statements and
footnotes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2007
for a more complete description of the Companys business and accounting policies. In the opinion
of management, all adjustments necessary for a fair presentation of the consolidated financial
statements have been included. Such adjustments consist only of normal recurring items. Interim
results are not necessarily indicative of results of operations for the full year. The
consolidated balance sheet as of December 31, 2007 was derived from the Companys audited annual
consolidated financial statements.
Significant intercompany transactions and balances have been eliminated.
Use of Estimates
In preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosures of
contingent assets and liabilities as of the date of the consolidated financial statements, and
revenues and expenses reported for the periods then ended. Actual results may differ from those
estimates. Material estimates that are susceptible to significant change in the near term relate
primarily to the determination of the reserves for losses and loss adjustment expenses and
valuation of intangible assets.
Recently Issued Accounting Standards
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which
defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. This statement is
effective for fiscal years beginning after November 15, 2007. However, on February 12, 2008, the
FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP
FAS 157-2), which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). FSP FAS 157-2 defers the effective date of
SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal
years for items within the scope of FSP FAS 157-2. The Company adopted the applicable portions of
SFAS 157 on January 1, 2008 (See Note 10) and is currently assessing the potential impact that the
deferred portions of SFAS 157 will have on its financial statements.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)).
SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree, and the goodwill acquired. SFAS 141(R) also establishes
disclosure requirements to enable the evaluation of the nature and financial effects of the
business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008.
The adoption of SFAS 141(R) will change our accounting treatment for business combinations on a
prospective basis beginning January 1, 2009.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statementsan amendment of Accounting Research Bulletin No. 51 (SFAS 160). SFAS 160
establishes accounting and reporting standards for ownership interests in subsidiaries held by
parties other than the parent, the amount of consolidated net income attributable to the parent and
to the noncontrolling interest, changes in a parents ownership interest, and the valuation of
retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also
establishes disclosure requirements that clearly identify and distinguish between the interests of
the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years
beginning after December 15, 2008. The Company is currently evaluating the potential impact, if
any, of the adoption of SFAS 160 on its financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 changes the
disclosure requirements for derivative instruments and hedging activities. Entities are required
to provide enhanced disclosures about a) how and why an entity uses derivative instruments, b) how
derivative instruments and related hedged items are accounted for under Statement 133 and its
related interpretations, and c) how derivative instruments and related hedged items affect an
entitys financial position, financial performance, and cash flows. Companies are required to
adopt SFAS 161 for fiscal years beginning after November 15, 2008. The Company is currently
evaluating the potential impact, if any, of the adoption of SFAS 161 on its financial statements.
7
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements (Continued)
(Unaudited)
2. MERGERS AND ACQUISITIONS
American Management Corporation
On February 1, 2008, we completed the acquisition of all of the issued and outstanding shares
of common stock of American Management Corporation (AMC). AMC is a managing general agency
(MGA) that has focused primarily on the niche fuel-related marketplace for over 20 years. In
addition, AMC owns and operates American Underwriters Insurance Company (AUIC), a single state,
non-standard auto insurance company domiciled in the state of Arkansas, and AMC Re, Inc. (AMC
Re), a captive reinsurer incorporated under the laws of Arkansas. AMC underwrites premiums for
third party carriers and for AUIC. The acquisition gave the Company access to an established and
experienced specialty admitted underwriting franchise with a definable niche market.
The cash purchase price was $38.1 million, which was financed through cash on hand. We
incurred $0.4 million in acquisition related costs, which are included in the initial cost of the
investment of $38.5 million. In connection with the acquisition, the Company and the seller
entered into an escrow agreement whereby $4.0 million of the cash purchase price was escrowed with
a major financial institution to partially secure the majority selling shareholders indemnity
obligations of up to $12.0 million under the stock purchase agreement.
The results of operations of AMC and the estimated fair value of assets acquired and
liabilities assumed are included in our consolidated financial statements beginning on the
acquisition date. The estimated excess of the purchase price over the net tangible and intangible
assets acquired of $13.4 million was recorded as goodwill in the amount of $25.1 million. We are
in the process of completing the valuations of certain tangible and intangible assets acquired with
the new business. The final allocation of the excess of the purchase price over the net assets
acquired is subject to revision based upon our final review of valuation assumptions. The acquired
goodwill is not expected to be deductible for income tax purposes.
The following table represents the preliminary allocation of the purchase price to assets
acquired and liabilities assumed at the acquisition date:
|
|
|
|
|
|
|
$ in thousands |
|
Assets Acquired |
|
|
|
|
Investments |
|
$ |
8,988 |
|
Cash and cash equivalents |
|
|
20,012 |
|
Premiums receivable |
|
|
19,570 |
|
Other assets |
|
|
1,133 |
|
Goodwill |
|
|
25,080 |
|
Intangible assets: |
|
|
|
|
Agent relationships |
|
|
9,150 |
|
Tradename |
|
|
2,130 |
|
Customer relationships |
|
|
520 |
|
|
|
|
|
Total Assets Acquired |
|
$ |
86,583 |
|
|
|
|
|
|
|
|
|
|
Liabilities Assumed |
|
|
|
|
Premiums payable to insurance companies |
|
$ |
23,218 |
|
Loss and loss adjustment expense reserves |
|
|
4,490 |
|
Unearned premium reserves |
|
|
1,734 |
|
Deferred federal income taxes |
|
|
3,917 |
|
Accounts payable, accrued expenses, and other
liabilities |
|
|
14,745 |
|
|
|
|
|
Total Liabilities Assumed |
|
|
48,104 |
|
|
|
|
|
|
|
|
|
|
Net Assets Acquired |
|
$ |
38,479 |
|
|
|
|
|
Agent relationships are being amortized as the economic benefits of these intangible assets
are utilized over their estimated useful lives of approximately 18 years. The tradename is being
amortized on a straight-line basis over its estimated useful life of 20 years. The customer
relationships are being amortized on a straight-line basis, which approximates the utilization of
the economic benefits of these assets, over their estimated useful lives of 15 years.
8
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements (Continued)
(Unaudited)
2. MERGERS AND ACQUISITIONS (Concluded)
In connection with the AMC acquisition, we entered into an operating lease agreement for real
property in Conway, Arkansas with an entity owned by the former majority shareholder and current
president of AMC. The lease term is for ten years, with annual rent
of approximately $0.5 million, payable in
monthly installments.
The following table summarizes the unaudited pro forma financial information for the periods
indicated as if the AMC acquisition had occurred at the beginning of the periods being presented.
The pro forma information contains the actual combined results of AMC and the Company, with the
results prior to the acquisition date including the pro forma impact of the amortization of the
acquired intangible assets. These pro forma amounts do not purport to be indicative of the actual
results that would have been experienced if the acquisition occurred as of the beginning of each of
the periods presented or that may be experienced in the future.
|
|
|
|
|
|
|
|
|
|
|
Pro Forma for the |
|
|
Quarter Ended |
|
|
March 31, |
|
|
2008 |
|
2007 |
|
|
(Dollars in thousands, |
|
|
except per share data) |
Revenues
|
|
$ |
58,649 |
|
|
$ |
61,531 |
|
Net income
|
|
|
9,748 |
|
|
|
10,323 |
|
Basic earnings per share
|
|
|
0.54 |
|
|
|
0.60 |
|
Diluted earnings per share
|
|
|
0.52 |
|
|
|
0.57 |
|
3. NET INCOME PER SHARE
Basic net income per share is computed by dividing net income by the weighted-average number
of shares of common stock outstanding for the period. Diluted net income per share reflects the
potential dilution that could occur if common stock equivalents were issued and exercised.
The following is a reconciliation of basic number of common shares outstanding to diluted
common and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands, |
|
|
|
except share and per share data) |
|
Net income available to common |
|
$ |
9,721 |
|
|
$ |
9,967 |
|
|
Weighted-average number of common and common equivalent shares
outstanding: |
|
|
|
|
|
|
|
|
|
Basic number of common shares outstanding |
|
|
18,106,063 |
|
|
|
17,331,901 |
|
|
|
|
|
|
|
|
Dilutive effect of stock options |
|
|
686,122 |
|
|
|
837,213 |
|
Dilutive effect of unvested restricted stock |
|
|
1,079 |
|
|
|
14,727 |
|
|
|
|
|
|
|
|
Dilutive number of common and common equivalent shares outstanding |
|
|
18,793,264 |
|
|
|
18,183,841 |
|
|
|
|
|
|
|
|
|
Basic Net Income Per Common Share |
|
$ |
0.54 |
|
|
$ |
0.58 |
|
|
|
|
|
|
|
|
Diluted Net Income Per Common Share |
|
$ |
0.52 |
|
|
$ |
0.55 |
|
|
|
|
|
|
|
|
|
Anti-dilutive shares excluded from diluted net income per common share |
|
|
706,188 |
|
|
|
16,181 |
|
|
|
|
|
|
|
|
9
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements (Continued)
(Unaudited)
4. INCOME TAXES
At March 31, 2008 and December 31, 2007, FASB Interpretation No. 48 Accounting for
Uncertainty in Income Taxes, an Interpretation of SFAS No. 109 (FIN 48), which clarifies the
accounting for uncertainty in income taxes recognized in an entitys financial statements in
accordance with FASB Statement No. 109, Accounting for Income Taxes, did not have an impact on
our financial position or results of operations, and we have taken no tax positions which would
require disclosure under FIN 48. Although the IRS is not currently examining any of our income tax
returns, tax years 2004, 2005 and 2006 remain open and are subject to examination.
The Company files a consolidated federal income tax return with its subsidiaries. Taxes are
allocated among the Companys subsidiaries based on the Tax Allocation Agreement employed by these
entities, which provides that taxes of the entities are calculated on a separate-return basis at
the highest marginal tax rate.
Income taxes in the accompanying unaudited condensed consolidated statements of income
differ from the statutory tax rate of 35.0% primarily due to state income taxes, non-deductible
expenses, and the nontaxable portion of dividends received and tax-exempt interest.
5. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The Company establishes a reserve for both reported and unreported covered losses, which
includes estimates of both future payments of losses and related loss adjustment expenses. The
following represents changes in those aggregate reserves for the Company during the periods
presented below:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Balance, beginning of period |
|
$ |
272,365 |
|
|
$ |
191,013 |
|
Less reinsurance recoverables |
|
|
91,444 |
|
|
|
66,926 |
|
|
|
|
|
|
|
|
Net Balance, beginning of period |
|
|
180,921 |
|
|
|
124,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AUIC net reserves, date of
acquisition |
|
|
4,490 |
|
|
|
|
|
|
Incurred Related To |
|
|
|
|
|
|
|
|
Current year |
|
|
23,444 |
|
|
|
24,069 |
|
Prior years |
|
|
|
|
|
|
(115 |
) |
|
|
|
|
|
|
|
Total Incurred |
|
|
23,444 |
|
|
|
23,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid Related To |
|
|
|
|
|
|
|
|
Current year |
|
|
334 |
|
|
|
177 |
|
Prior years |
|
|
10,275 |
|
|
|
5,719 |
|
|
|
|
|
|
|
|
Total Paid |
|
|
10,609 |
|
|
|
5,896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Balance |
|
|
198,246 |
|
|
|
142,145 |
|
Plus reinsurance recoverables |
|
|
103,068 |
|
|
|
69,126 |
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
301,314 |
|
|
$ |
211,271 |
|
|
|
|
|
|
|
|
10
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements (Continued)
(Unaudited)
6. REINSURANCE
Net written and earned premiums, including reinsurance activity, were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Written Premiums |
|
|
|
|
|
|
|
|
Direct |
|
$ |
76,214 |
|
|
$ |
59,334 |
|
Assumed |
|
|
4,993 |
|
|
|
1,266 |
|
Ceded |
|
|
(22,704 |
) |
|
|
(26,140 |
) |
|
|
|
|
|
|
|
Net Written Premiums |
|
$ |
58,503 |
|
|
$ |
34,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned Premiums |
|
|
|
|
|
|
|
|
Direct |
|
$ |
68,653 |
|
|
$ |
53,374 |
|
Assumed |
|
|
3,752 |
|
|
|
1,086 |
|
Ceded |
|
|
(27,679 |
) |
|
|
(11,064 |
) |
Earned but unbilled premiums |
|
|
(1,155 |
) |
|
|
1,533 |
|
|
|
|
|
|
|
|
Net Earned Premiums |
|
$ |
43,571 |
|
|
$ |
44,929 |
|
|
|
|
|
|
|
|
The Company manages its credit risk on reinsurance recoverables by reviewing the financial
stability, A.M. Best rating, capitalization, and credit worthiness of prospective and existing
risk-sharing partners. The Company customarily collateralizes reinsurance balances due from
unauthorized reinsurers through funds withheld, grantor trusts, or stand-by letters of credit
issued by highly rated banks.
The Companys 2008 and 2007 ceded reinsurance program includes quota share reinsurance
agreements with authorized reinsurers that were entered into and are accounted for on a funds
withheld basis. Under the funds withheld basis, the Company records the ceded premiums payable to
the reinsurer, less ceded paid losses and loss adjustment expenses receivable from the reinsurer,
less any amounts due to the reinsurer for the reinsurers margin, or cost of the reinsurance
contract, as a liability, and reported $38.3 million and $35.8 million as Funds held under
reinsurance treaties in the accompanying Consolidated Balance Sheets at March 31, 2008 and December
31, 2007, respectively. As specified under the terms of the agreements, the Company credits the
funds withheld balance at stated interest crediting rates applied to the funds withheld balance.
If the funds withheld liability is exhausted, interest crediting would cease and additional claim
payments would be recoverable from the reinsurer.
Interest cost on reinsurance contracts accounted for on a funds withheld basis is incurred
during all periods in which a funds withheld liability exists or as otherwise specified under the
terms of the contract and is included in Underwriting, agency and other expenses. The amount
subject to interest crediting rates was $17.9 million and $4.5 million at March 31, 2008 and 2007,
respectively.
7. RELATED PARTY TRANSACTIONS
The Company entered into a consulting agreement during the fourth quarter of 2006 with its
founder, who currently serves as a director. The agreement has a three year term and provides for
an annual consulting fee of $1.0 million. The Company recorded consulting expense of $0.3 million
for the three months ended March 31, 2008 and 2007 related to this agreement.
8. HYBRID INSTRUMENTS
On January 1, 2007, the Company elected to adopt the fair value provisions of FASB Statement
No. 155, Accounting for Certain Hybrid Financial Instruments (SFAS 155) for all of its
convertible securities which were previously accounted for as embedded derivatives in accordance
with FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS
133). The Company adopted SFAS 155 in order to simplify the accounting for these convertible
securities. On January 1, 2007, unrealized gains on these convertible securities were $0.5 million
and unrealized losses were $0.3 million. The adoption of SFAS 155 resulted in a cumulative effect
adjustment of $0.1 million, net of tax, to reclassify the unrealized holding gain on the host
portion of the convertible securities into retained earnings.
11
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements (Continued)
(Unaudited)
8. HYBRID INSTRUMENTS (Concluded)
As of March 31, 2008 and December 31, 2007, the market value of convertible securities
accounted for as hybrid instruments was $34.0 million and $36.2 million, respectively. Convertible
bonds and bond units had a market value of $27.9 million and $32.1 million and were included in
Debt securities in the Consolidated Balance Sheets at March 31, 2008 and December 31, 2007,
respectively. Convertible preferred stocks had a market value of $6.1 million and $4.1 million and
were included in Equity securities and other in the Consolidated Balance Sheets at March 31, 2008
and December 31, 2007, respectively. Prior to March 31, 2008, the Company had a security that
converted into common stock. The common stock had a market value of $1.8 million at March 31, 2008
and was included in Equity securities and other in the Consolidated Balance Sheets. The Company
recorded a reduction in the fair value of the hybrid instruments of $0.3 million and $0.2 million
in Net realized gains on investments for the three months ended March 31, 2008 and 2007,
respectively. As of March 31, 2008 and 2007, there were no convertible securities that were not
accounted for as hybrid instruments in accordance with SFAS 155.
9. STOCK COMPENSATION PLANS
The 1998 Stock Compensation Plan (the 1998 Plan) was established September 3, 1998. Under
the terms of the plan, directors, officers, employees and key individuals may be granted options to
purchase the Companys common stock. Option and vesting periods and option exercise prices are
determined by the Compensation Committee of the Board of Directors, provided no stock options shall
be exercisable more than ten years after the grant date. All outstanding stock options under the
plan became fully vested on August 17, 2005 under the change in control provision in the plan. Of
the 4,625,000 shares of the Companys common stock initially reserved for future grant under the
1998 Plan, shares available for future grant totaled 2,443,388 at March 31, 2008, however, the
Company does not intend to issue any additional awards under this plan.
The First Mercury Financial Corporation Omnibus Incentive Plan of 2006 (the Omnibus Plan)
was established October 16, 2006. The Company has reserved 1,500,000 shares of its common stock
for future granting of stock options, stock appreciation rights (SAR), restricted stock,
restricted stock units (RSU), deferred stock units (DSU), performance shares, performance cash
awards, and other stock or cash awards to employees and non-employee directors at any time prior to
October 15, 2016. All of the terms of the vesting or other restrictions will be determined by the
Companys Compensation Committee of the Board of Directors. The exercise price will not be less
than the fair market value of the shares on the date of grant. During the three months ended March
31, 2008, the Company granted 148,500 stock options and 15,000 shares of restricted stock to
employees under the Omnibus Plan. The stock options and shares of restricted stock vest in three
equal installments over a period of three years commencing on March 6, 2009. Stock-based
compensation will be recognized over the expected vesting period of the stock options and shares of
restricted stock. During the three months ended March 31, 2007, the Company granted 216,188 stock
options to employees and 4,188 shares of restricted stock to non-employee directors under the
Omnibus plan. The stock options vest in three equal installments over a period of three years
commencing on March 8, 2008. The shares of restricted stock vested immediately, but were not
transferable for one year after the grant date. Stock-based compensation will be recognized over
the expected vesting period of the stock options and was recognized immediately for the restricted
stock. Shares available for future grants under the Omnibus Plan totaled 755,364 at March 31,
2008.
12
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements (Continued)
(Unaudited)
9. STOCK COMPENSATION PLANS (Continued)
The following table summarizes stock option activity for the three months ended March 31, 2008
and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 Plan |
|
|
Omnibus Plan |
|
|
|
Number of Options |
|
|
Weighted Average Exercise Price |
|
|
Number of Options |
|
|
Weighted Average Exercise Price |
|
Outstanding at January 1, 2007 |
|
|
927,775 |
|
|
$ |
2.24 |
|
|
|
250,000 |
|
|
$ |
17.00 |
|
Granted during the period |
|
|
|
|
|
|
|
|
|
|
216,188 |
|
|
|
20.75 |
|
Forfeited during the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised during the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled during the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2007 |
|
|
927,775 |
|
|
$ |
2.24 |
|
|
|
466,188 |
|
|
$ |
18.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 1, 2008 |
|
|
927,775 |
|
|
$ |
2.24 |
|
|
|
573,688 |
|
|
$ |
19.10 |
|
Granted during the period |
|
|
|
|
|
|
|
|
|
|
148,500 |
|
|
|
14.93 |
|
Forfeited during the period |
|
|
|
|
|
|
|
|
|
|
12,700 |
|
|
|
18.77 |
|
Exercised during the period |
|
|
287,960 |
|
|
|
1.81 |
|
|
|
|
|
|
|
|
|
Cancelled during the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2008 |
|
|
639,815 |
|
|
$ |
2.48 |
|
|
|
709,488 |
|
|
$ |
18.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
927,775 |
|
|
$ |
2.24 |
|
|
|
|
|
|
$ |
|
|
March 31, 2008 |
|
|
639,815 |
|
|
|
2.48 |
|
|
|
150,355 |
|
|
|
18.75 |
|
The aggregate intrinsic value of fully vested options outstanding and exercisable under the
1998 Plan was $9.6 million at March 31, 2008. There was no aggregate intrinsic value of options
expected to vest under the Omnibus Plan at March 31, 2008.
The total intrinsic value of stock options exercised was $4.5 million for the three months
ended March 31, 2008.
The number of stock option awards outstanding and exercisable at March 31, 2008 by range of
exercise prices was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
Weighted-Average |
|
|
Weighted-Average |
|
|
|
|
|
|
Weighted-Average |
|
Range of |
|
Outstanding as of |
|
|
Remaining |
|
|
Exercise Price Per |
|
|
Exercisable as of |
|
|
Exercise Price Per |
|
Exercisable Price |
|
March 31, 2008 |
|
|
Contractual Life |
|
|
Share |
|
|
March 31, 2008 |
|
|
Share |
|
1998 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.73 - $1.95 |
|
|
522,802 |
|
|
3.36 Years |
|
$ |
1.71 |
|
|
|
522,802 |
|
|
$ |
1.71 |
|
$4.86 - $6.49 |
|
|
117,013 |
|
|
|
2.51 |
|
|
|
5.92 |
|
|
|
117,013 |
|
|
|
5.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
639,815 |
|
|
|
3.21 |
|
|
|
2.48 |
|
|
|
639,815 |
|
|
|
2.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Omnibus Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$14.93 - $20.75 |
|
|
709,488 |
|
|
8.08 Years |
|
$ |
18.24 |
|
|
|
150,355 |
|
|
$ |
18.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
709,488 |
|
|
|
8.08 |
|
|
|
18.24 |
|
|
|
150,355 |
|
|
|
18.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of March 31, 2008, there was approximately $3.5 million of total unrecognized compensation
cost related to non-vested share-based compensation arrangements and non-vested restricted stock
granted under the Omnibus Plan. That cost is expected to be recognized over a weighted-average
period of 2.3 years.
13
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements (Continued)
(Unaudited)
9. STOCK COMPENSATION PLANS (Concluded)
The fair value of stock options granted during the three months ended March 31, 2008 and 2007
were determined on the dates of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2008 |
|
2007 |
Omnibus Plan |
|
|
|
|
|
|
|
|
Expected term |
|
|
6.0 |
|
|
|
5.0 |
|
Expected stock price volatility |
|
|
29.23 |
% |
|
|
26.50 |
% |
Risk-free interest rate |
|
|
2.90 |
% |
|
|
4.50 |
% |
Expected dividend yield |
|
|
|
|
|
|
|
|
Estimated fair value per option |
|
$ |
5.13 |
|
|
$ |
6.71 |
|
The expected term of options was determined based on the simplified method from SEC Staff
Accounting Bulletin 107 (SAB 107), as amended by Staff Accounting Bulletin 110 (SAB 110).
Expected stock price volatility was based on an average of the volatility factors utilized by
companies within the Companys peer group with consideration given to the Companys historical
volatility. Prior to the adoption of SFAS No. 123(R), Share-Based Payment (SFAS 123(R)),
expected term was based on the contractual term of the award and price volatility was not utilized
in the Companys calculation. The risk-free interest rate is based on the yield of U.S. Treasury
securities with an equivalent remaining term. The Company has not paid dividends in the past.
The assumptions used to calculate the fair value of options granted are evaluated and revised,
as necessary, to reflect market conditions and the Companys historical experience and future
expectations. The calculated fair value is recognized as compensation cost in the Companys
financial statements over the requisite service period of the entire award. Compensation cost is
recognized only for those options expected to vest, with forfeitures estimated at the date of grant
and evaluated and adjusted periodically to reflect the Companys historical experience and future
expectations. Any change in the forfeiture assumption is accounted for as a change in estimate,
with the cumulative effect of the change on periods previously reported being reflected in the
financial statements of the period in which the change is made.
The Company accounts for the compensation costs related to its grants under the stock
compensation plans in accordance with SFAS 123(R). The Company recognized stock-based compensation
expense of $0.3 million and $30,000 for the three months ended March 31, 2008 and 2007,
respectively.
10. FAIR VALUE MEASUREMENT
Our available-for-sale investment portfolio consists of fixed maturity and equity securities
and short-term investments, and is recorded at fair value in the accompanying Condensed
Consolidated Balance Sheets in accordance with FASB Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities (SFAS 115). The change in the fair value of these
investments is recorded as a component of Other comprehensive income.
We adopted FASB Statement No. 159, The Fair Value Option of Financial Assets and Financial
Liabilities (SFAS 159) effective January 1, 2008. Under this standard, we are permitted to elect
to measure financial instruments and certain other items at fair value, with the change in fair
value recorded in earnings. On January 1, 2008, we elected not to measure any eligible items using
the fair value option in accordance with SFAS 159. We believe the current accounting is
appropriate for our available-for-sale investments as we have the intent and ability to hold our
investments, therefore, SFAS 159 did not have any impact on our consolidated financial condition or
results of operations on the adoption date.
We also adopted FASB Statement No. 157, Fair Value Measurements (SFAS 157) effective
January 1, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset
or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between
market participants at the measurement date, and establishes a framework to make the measurement of
14
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements (Continued)
(Unaudited)
10. FAIR VALUE MEASUREMENT (Continued)
fair value more consistent and comparable. In determining fair value, we primarily use prices and
other relevant information generated by market transactions involving identical or comparable
assets, or market approach as defined by SFAS 157. On February 12, 2008, the FASB issued FASB
Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP FAS 157-2), which
delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except
for items that are recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). FSP FAS 157-2 defers the effective date of SFAS 157 to fiscal years
beginning after November 15, 2008, and interim periods within those fiscal years for items within
the scope of FSP FAS 157-2. We have determined that our fair value measurements are in accordance
with the requirements of SFAS 157, therefore, the implementation of SFAS 157 will not have any
impact on our consolidated financial condition or results of operations. The implementation of
SFAS 157 resulted in expanded disclosures about securities measured at fair value, as discussed
below.
SFAS 157 established a three-level hierarchy for fair value measurements that distinguishes
between market participant assumptions developed based on market data obtained from sources
independent of the reporting entity (observable inputs) and the reporting entitys own
assumptions about market participant assumptions developed based on the best information available
in the circumstances (unobservable inputs). The hierarchy level assigned to each security in our
available-for-sale, hybrid securities, and alternative investments portfolios is based on our
assessment of the transparency and reliability of the inputs used in the valuation of such
instrument at the measurement date. The three hierarchy levels are defined as follows:
Level 1 Valuations based on unadjusted quoted market prices in active markets for
identical securities. The fair value of fixed maturity and equity securities and short-term
investments included in the Level 1 category were based on quoted prices that are readily and
regularly available in an active market. The Level 1 category includes publicly traded equity
securities; highly liquid U.S. Government notes, treasury bills and mortgage-backed securities
issued by the Government National Mortgage Association; highly liquid cash management funds; and
short-term certificates of deposit.
Level 2 Valuations based on observable inputs (other than Level 1 prices), such as quoted
prices for similar assets at the measurement date; quoted prices in markets that are not active; or
other inputs that are observable, either directly or indirectly. The fair value of fixed maturity
and equity securities and short-term investments included in the Level 2 category were based on the
market values obtained from an independent pricing service that were evaluated using pricing models
that vary by asset class and incorporate available trade, bid and other market information and
price quotes from well established independent broker-dealers. The independent pricing service
monitors market indicators, industry and economic events, and for broker-quoted only securities,
obtains quotes from market makers or broker-dealers that it recognizes to be market participants.
The Level 2 category includes corporate bonds, municipal bonds, redeemable preferred stocks and
certain publicly traded common stocks with no trades on the measurement date.
Level 3 Valuations based on inputs that are unobservable and significant to the overall
fair value measurement, and involve management judgment.
If the inputs used to measure fair value fall in different levels of the fair value hierarchy,
a financial securitys hierarchy level is based upon the lowest level of input that is significant
to the fair value measurement. A number of our investment grade corporate bonds are frequently
traded in active markets and traded market prices for these securities existed at March 31, 2008.
These securities were classified as Level 2 at March 31, 2008 because our third party pricing
service uses valuation models which use observable market inputs in addition to traded prices.
15
FIRST MERCURY FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed
Consolidated Financial Statements (Concluded)
(Unaudited)
10. FAIR VALUE MEASUREMENT (Concluded)
The following table presents our available-for-sale investments measured at fair value on a
recurring basis as of March 31, 2008 classified by the SFAS No. 157 valuation hierarchy (as
discussed above):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
|
(Dollars in thousands) |
|
Available for sale investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities |
|
$ |
392,768 |
|
|
$ |
6,393 |
|
|
$ |
386,375 |
|
Equity securities |
|
|
2,363 |
|
|
|
2,353 |
|
|
|
10 |
|
Short-term investments |
|
|
35,083 |
|
|
|
32,057 |
|
|
|
3,026 |
|
Hybrid securities |
|
|
33,990 |
|
|
|
|
|
|
|
33,990 |
|
Alternative investments |
|
|
9,718 |
|
|
|
|
|
|
|
9,718 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
473,922 |
|
|
$ |
40,803 |
|
|
$ |
433,119 |
|
|
|
|
|
|
|
|
|
|
|
During March 2008, the Company invested $10.0 million in a limited partnership, which invests
in high yield convertible securities. The Company elected the fair value option for this
investment in accordance with SFAS 159. The change in fair value of this investment is recorded in
Net investment income and Net realized gains in the Condensed Consolidated Statements of
Income.
The Company uses derivatives to hedge its exposure to interest rate fluctuations. For these
derivatives, the Company uses quoted market prices to estimate fair value and includes the estimate
as a Level 1 measurement.
11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The Companys accumulated other comprehensive income (loss) included the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Unrealized holding gains (losses) on
securities, net of tax |
|
$ |
2,440 |
|
|
$ |
(687 |
) |
Fair value of interest rate swap, net of tax |
|
|
(1,226 |
) |
|
|
(94 |
) |
|
|
|
|
|
|
|
Total accumulated other comprehensive loss |
|
$ |
1,214 |
|
|
$ |
(781 |
) |
|
|
|
|
|
|
|
16
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements that relate to future
periods and includes statements regarding our anticipated performance. Generally, the words
anticipates, believes, expects, intends, estimates, projects, plans and similar
expressions identify forward-looking statements. These forward-looking statements involve known
and unknown risks, uncertainties and other important factors that could cause our actual results,
performance or achievements or industry results to differ materially from any future results,
performance or achievements expressed or implied by these forward-looking statements. These risks,
uncertainties and other important factors include, among others: our ability to maintain or the
lowering or loss of one of our financial or claims-paying ratings; our actual incurred losses
exceeding our loss and loss adjustment expense reserves; the failure of reinsurers to meet their
obligations; our inability to obtain reinsurance coverage at reasonable prices; the failure of any
loss limitations or exclusions or changes in claims or coverage; our ability to successfully
integrate acquisitions that we make such as our acquisition of AMC; our lack of long-term operating
history in certain specialty classes of insurance; our ability to acquire and retain additional
underwriting expertise and capacity; the concentration of our insurance business in relatively few
specialty classes; competition risk; fluctuations and uncertainty within the excess and surplus
lines insurance industry; the extensive regulations to which our business is subject and our
failure to comply with those regulations; our ability to maintain our risk-based capital at levels
required by regulatory authorities; our inability to realize our investment objectives; and the
risks identified in our filings with the Securities and Exchange Commission, including our Annual
Report on Form 10-K. Given these uncertainties, you are cautioned not to place undue reliance on
these forward-looking statements. We assume no obligation to update or revise them or provide
reasons why actual results may differ.
The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with the condensed consolidated financial statements and the related
notes included elsewhere in this Form 10-Q.
Overview
We are a provider of insurance products and services to the specialty commercial insurance
markets, primarily focusing on niche and underserved segments where we believe that we have
underwriting expertise and other competitive advantages. During our 34 years of underwriting
security risks, we have established CoverX ® as a recognized brand among insurance
agents and brokers and developed significant underwriting expertise and a cost-efficient
infrastructure. Over the last seven years, we have leveraged our brand, expertise and
infrastructure to expand into other specialty classes of business, particularly focusing on smaller
accounts that receive less attention from competitors.
First Mercury Financial Corporation (FMFC) is a holding company for our operating
subsidiaries. Our operations are conducted with the goal of producing overall profits by
strategically balancing underwriting profits from our insurance subsidiaries with the commissions
and fee income generated by our non-insurance subsidiaries. FMFCs principal operating
subsidiaries are CoverX Corporation (CoverX), First Mercury Insurance Company (FMIC), All
Nation Insurance Company (ANIC), American Risk Pooling Consultants, Inc. (ARPCO), and First
Mercury Emerald Insurance Services, Inc. (FM Emerald).
CoverX produces and underwrites insurance policies for which we retain risk and receive
premiums. As a wholesale insurance broker, CoverX markets our insurance policies through a
nationwide network of wholesale and retail insurance brokers who then distribute these policies
through retail insurance brokers. CoverX also provides underwriting services with respect to the
insurance policies it markets in that it reviews the applications submitted for insurance coverage,
decides whether to accept all or part of the coverage requested and determines applicable premiums.
CoverX receives commissions from affiliated insurance companies, reinsurers, and non-affiliated
insurers as well as policy fees from wholesale and retail insurance brokers.
FM Emerald is a wholesale insurance agency producing commercial lines business on primarily an
excess and surplus lines basis for CoverX via a producer agreement. As a wholesale insurance
agency, FM Emerald markets insurance products for CoverX through a nationwide network of wholesale
and retail insurance brokers who then distribute these products through retail insurance brokers.
FMIC and ANIC are our two insurance subsidiaries. FMIC writes substantially all the policies
produced by CoverX. ANIC provides reinsurance to FMIC. Effective January 1, 2007, FMIC and ANIC
entered into an intercompany pooling reinsurance agreement wherein all premiums, losses and
expenses of FMIC and ANIC, including all past liabilities, are combined and apportioned between
FMIC and ANIC in accordance with fixed percentages. Prior to the change in business model
discussed below, FMIC and ANIC primarily provided quota share reinsurance to third party insurance
companies that issued policies to CoverX customers under fronting arrangements. FMIC also provides
claims handling and adjustment services for policies produced by CoverX and directly written by
third parties.
17
ARPCO provides third party administrative services for risk sharing pools of governmental
entity risks, including underwriting, claims, loss control and reinsurance services. ARPCO is
solely a fee-based business and receives fees for these services and commissions on excess per
occurrence insurance placed in the commercial market with third party companies on behalf of the
pools.
On February 1, 2008, we acquired 100% of the issued and outstanding common stock of American
Management Corporation (AMC). AMC is a managing general agency writing primarily commercial
lines package policies focused primarily on the niche fuel-related marketplace. AMC distributes
these insurance policies through a nationwide distribution system of independent general agencies.
AMC underwrites these policies for third party insurance carriers and receives commission income
for its services. AMC also provides claims handling and adjustment services for policies produced
by AMC and directly written for third parties. In addition, AMC owns and operates American
Underwriters Insurance Company (AUIC), a single state, non-standard auto insurance company
domiciled in the state of Arkansas, and AMC Re, Inc. (AMC Re), a captive reinsurer incorporated
under the provisions of the laws of Arkansas.
Premiums Produced
We use the operational measure premiums produced to identify premiums generated from
insurance policies sold through our underwriting platforms, including CoverX, on insurance policies
that it produces and underwrites on behalf of our insurance subsidiaries and under fronting
relationships. Premiums produced includes both our direct written premiums and premiums directly
written by our fronting insurers, all of which are produced and underwritten by our underwriting
platforms, including CoverX. Although the premiums billed by us under fronting relationships are
directly written by the fronting insurer, we control the ultimate placement of those premiums, by
either assuming the premiums by our insurance subsidiaries or arranging for the premiums to be
ceded to third party reinsurers. The operational measure premiums produced is used by our
management, reinsurers, creditors and rating agencies as a meaningful measure of the dollar growth
of our underwriting operations because it represents the premiums that we control by directly
writing insurance and by our fronting relationships. It is also a key indicator of our insurance
underwriting operations revenues, and is the basis for broker commission expense calculations in
our consolidated income statement. We generate direct and net earned premium income from premiums
directly written by our insurance subsidiaries, and generate commission income, profit sharing
commission income and assumed written and earned premiums from premiums directly written by third
party insurance companies. We believe that premiums produced is an important operational measure
of our insurance underwriting operations, and refer to it in the following discussion and analysis
of financial condition and results of our operations.
Critical Accounting Policies
The critical accounting policies discussed below are important to the portrayal of our
financial condition and results of operations and require us to exercise significant judgment. We
use significant judgments concerning future results and developments in making these critical
accounting estimates and in preparing our consolidated financial statements. These judgments and
estimates affect the reported amounts of assets, liabilities, revenues and expenses and the
disclosure of material contingent assets and liabilities. We evaluate our estimates on a continual
basis using information that we believe to be relevant. Actual results may differ materially from
the estimates and assumptions used in preparing the consolidated financial statements.
Readers are also urged to review Managements Discussion and Analysis of Financial Condition
and Results of Operations Critical Accounting Policies and Note 1 to the audited consolidated
financial statements thereto included in the Annual Report on Form 10-K for the year ended December
31, 2007 on file with the Securities and Exchange Commission for a more complete description of our
critical accounting policies and estimates.
Use of Estimates
In preparing our consolidated financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosures of
contingent assets and liabilities as of the date of the consolidated financial statements, and
revenues and expenses reported for the periods then ended. Actual results may differ from those
estimates. Material estimates that are susceptible to significant change in the near term relate
primarily to the determination of the reserves for losses and loss adjustment expenses and
valuation of intangible assets.
Loss and Loss Adjustment Expense Reserves
The reserves for losses and loss adjustment expenses represent our estimated ultimate costs of
all reported and unreported losses and loss adjustment expenses incurred and unpaid at the balance
sheet date. Our reserves reflect our estimates at a given time of amounts that we expect to pay
for losses that have been reported, which are referred to as Case reserves, and losses that have
been
18
incurred but not reported and the expected development of losses and allocated loss adjustment
expenses on open reported cases, which are referred to as IBNR reserves. We do not discount the
reserves for losses and loss adjustment expenses.
We allocate the applicable portion of our estimated loss and loss adjustment expense reserves
to amounts recoverable from reinsurers under ceded reinsurance contracts and report those amounts
separately from our loss and loss adjustment expense reserves as an asset on our balance sheet.
The estimation of ultimate liability for losses and loss adjustment expenses is an inherently
uncertain process. Our loss and loss adjustment expense reserves do not represent an exact
measurement of liability, but are our estimates based upon various factors, including:
|
|
|
actuarial projections of what we, at a given time, expect to be the cost of the ultimate
settlement and administration of claims reflecting facts and circumstances then known; |
|
|
|
|
estimates of future trends in claims severity and frequency; |
|
|
|
|
assessment of asserted theories of liability; and |
|
|
|
|
analysis of other factors, such as variables in claims handling procedures, economic
factors, and judicial and legislative trends and actions. |
Most or all of these factors are not directly or precisely quantifiable, particularly on a
prospective basis, and are subject to a significant degree of variability over time. In addition,
the establishment of loss and loss adjustment 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. Accordingly, the ultimate liability may be more or less than
the current estimate. The effects of changes in the estimated reserves are included in the results
of operations in the period in which the estimate is revised.
Our reserves consist of reserves for property and liability losses, consistent with the
coverages provided for in the insurance policies directly written or assumed by the Company under
reinsurance contracts. 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. The estimation of
ultimate liability for losses and loss adjustment expenses is an inherently uncertain process,
requiring the use of informed estimates and judgments. Our loss and loss adjustment expense
reserves do not represent an exact measurement of liability, but are estimates. Although we
believe that our reserve estimates are reasonable, it is possible that our actual loss experience
may not conform to our assumptions and may, in fact, vary significantly from our assumptions.
Accordingly, the ultimate settlement of losses and the related loss adjustment expenses may vary
significantly from the estimates included in our financial statements. We continually review our
estimates and adjust them as we believe appropriate as our experience develops or new information
becomes known to us. Such adjustments are included in current operations.
Our reserves for losses and loss adjustment expenses at March 31, 2008 and December 31, 2007,
gross and net of ceded reinsurance were as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Gross |
|
|
|
|
|
|
|
|
Case reserves |
|
$ |
79,663 |
|
|
$ |
69,699 |
|
IBNR and ULAE reserves |
|
|
221,651 |
|
|
|
202,666 |
|
|
|
|
|
|
|
|
Total reserves |
|
$ |
301,314 |
|
|
$ |
272,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net of reinsurance |
|
|
|
|
|
|
|
|
Case reserves |
|
$ |
59,885 |
|
|
$ |
52,668 |
|
IBNR and ULAE reserves |
|
|
138,361 |
|
|
|
128,253 |
|
|
|
|
|
|
|
|
Total |
|
$ |
198,246 |
|
|
$ |
180,921 |
|
|
|
|
|
|
|
|
19
Revenue Recognition
Premiums. Premiums are recognized as earned using the daily pro rata method over the terms of
the policies. When premium rates increase, the effect of those increases will not immediately
affect earned premium. Rather, those increases will be recognized ratably over the period of
coverage. Unearned premiums represent the portion of premiums written that relate to the unexpired
terms of policies-in-force. As policies expire, we audit those policies comparing the estimated
premium rating units that were used to set the initial premium to the actual premiums rating units
for the period and adjust the premiums accordingly. Premium adjustments identified as a result of
these audits are recognized as earned when identified.
Commissions and Fees. Wholesale agency commissions and fee income from unaffiliated companies
are earned at the effective date of the related insurance policies produced or as services are
provided under the terms of the administrative and service provider contracts. Related commissions
to retail agencies are concurrently expensed at the effective date of the related insurance
policies produced. Profit sharing commissions due from certain insurance companies, based on
losses and loss adjustment expense experience, are earned when determined and communicated by the
applicable insurance company.
Investments
Our marketable investment securities, including money market accounts held in our investment
portfolio, are classified as available-for-sale and, as a result, are reported at market value. A
decline in the market value of any security below cost that is deemed other than temporary is
charged to earnings and results in the establishment of a new cost basis for the security. In most
cases, declines in market value that are deemed temporary are excluded from earnings and reported
as a separate component of stockholders equity, net of the related taxes, until realized. The
exception to this rule relates to investments in convertible securities with embedded derivatives
and our alternative investments. Convertible securities were accounted for under FASB Statement
No. 155, Accounting for Certain Hybrid Financial Instruments (SFAS 155) for the three months
ended March 31, 2008 and 2007. Alternative investments consist of our investment in a limited
partnership, which invests in high yield convertible securities. This alternative investment is
accounted for under FASB Statement No. 159, The Fair Value Option of Financial Assets and
Financial Liabilities (SFAS 159), for the three months ended March 31, 2008. There were no
alternative investments for the three months ended March 31, 2007.
Premiums and discounts are amortized or accreted over the life of the related debt security as
an adjustment to yield using the effective-interest method. Dividend and interest income are
recognized when earned. Realized gains and losses are included in earnings and are derived using
the specific identification method for determining the cost of securities sold.
Deferred Policy Acquisition Costs
Policy acquisition costs related to direct and assumed premiums consist of commissions,
underwriting, policy issuance, and other costs that vary with and are primarily related to the
production of new and renewal business, and are deferred, subject to ultimate recoverability, and
expensed over the period in which the related premiums are earned. Investment income is included
in the calculation of ultimate recoverability.
Intangible Assets
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, intangible assets
that are not subject to amortization shall be tested for impairment annually, or more frequently if
events or changes in circumstances indicate that the asset might be impaired. The impairment test
shall consist of a comparison of the fair value of an intangible asset with its carrying amount.
If the carrying amount of an intangible asset exceeds its fair value, an impairment loss shall be
recognized in an amount equal to that excess.
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived
Assets, the carrying value of long-lived assets, including amortizable intangibles and property
and equipment, are evaluated whenever events or changes in circumstances indicate that a potential
impairment has occurred relative to a given asset or assets. Impairment is deemed to have occurred
if projected undiscounted cash flows associated with an asset are less than the carrying value of
the asset. The estimated cash flows include managements assumptions of cash inflows and outflows
directly resulting from the use of that asset in operations. The amount of the impairment loss
recognized is equal to the excess of the carrying value of the asset over its then estimated fair
value.
20
Results of Operations
Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
The following table summarizes our results for the three months ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
|
|
|
|
Operating Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums |
|
$ |
43,571 |
|
|
$ |
44,929 |
|
|
|
(3) |
% |
Commissions and fees |
|
|
7,029 |
|
|
|
4,657 |
|
|
|
51 |
|
Net investment income |
|
|
4,853 |
|
|
|
3,294 |
|
|
|
47 |
|
Net realized gains on investments |
|
|
1 |
|
|
|
135 |
|
|
|
(99 |
) |
|
|
|
|
|
|
|
|
|
|
Total Operating Revenues |
|
|
55,454 |
|
|
|
53,015 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses, net |
|
|
23,444 |
|
|
|
23,954 |
|
|
|
(2 |
) |
Amortization of intangible assets |
|
|
539 |
|
|
|
307 |
|
|
|
76 |
|
Other operating expenses |
|
|
15,265 |
|
|
|
12,469 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
39,248 |
|
|
|
36,730 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
16,206 |
|
|
|
16,285 |
|
|
|
(0 |
) |
Interest Expense |
|
|
1,899 |
|
|
|
1,089 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
14,307 |
|
|
|
15,196 |
|
|
|
(6 |
) |
Income Taxes |
|
|
4,586 |
|
|
|
5,229 |
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
9,721 |
|
|
$ |
9,967 |
|
|
|
(2) |
% |
|
|
|
|
|
|
|
|
|
|
Loss Ratio |
|
|
53.8 |
% |
|
|
53.3 |
% |
|
0.5 points |
Underwriting Expense Ratio |
|
|
21.2 |
% |
|
|
20.4 |
% |
|
0.8 points |
|
|
|
|
|
|
|
|
|
|
Combined Ratio |
|
|
75.0 |
% |
|
|
73.7 |
% |
|
1.3 points |
|
|
|
|
|
|
|
|
|
|
Premiums Produced
Premiums produced, which consists of all of the premiums underwritten by the Companys
underwriting platforms for which we take risk, for the three months ended March 31, 2008 were $81.3
million, a $17.0 million, or 27%, increase over $64.3 million in premiums produced during the three
months ended March 31, 2007. Our three new niche specialty liability classes added during the
second quarter of 2007 generated approximately $10.3 million in premiums produced. In addition,
our new E&S underwriting platform, FM Emerald, generated approximately $5.6 million in premiums
produced. AUIC contributed approximately $1.4 million of premiums produced. Audit premiums on
expiring policies increased $0.3 million.
21
Operating Revenue
Net Earned Premiums
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
|
|
|
|
Written premiums |
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
$ |
76,214 |
|
|
$ |
59,334 |
|
|
|
28 |
% |
Assumed |
|
|
4,993 |
|
|
|
1,266 |
|
|
|
294 |
|
Ceded |
|
|
(22,704 |
) |
|
|
(26,140 |
) |
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
Net written premiums |
|
$ |
58,503 |
|
|
$ |
34,460 |
|
|
|
70 |
% |
|
|
|
|
|
|
|
|
|
|
Earned premiums |
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
$ |
68,653 |
|
|
$ |
53,374 |
|
|
|
29 |
% |
Assumed |
|
|
3,752 |
|
|
|
1,086 |
|
|
|
245 |
|
Ceded |
|
|
(27,679 |
) |
|
|
(11,064 |
) |
|
|
150 |
|
Earned but
unbilled premiums |
|
|
(1,155 |
) |
|
|
1,533 |
|
|
|
(175 |
) |
|
|
|
|
|
|
|
|
|
|
Net earned premiums |
|
$ |
43,571 |
|
|
$ |
44,929 |
|
|
|
(3) |
% |
|
|
|
|
|
|
|
|
|
|
Direct written premiums increased $16.9 million, or 28%, primarily due to the three new niche
specialty liability classes, the Companys new E&S underwriting platform, FM Emerald, and premiums
written by AUIC during the three months ended March 31, 2008. Direct earned premiums increased
$15.3 million in the three months ended March 31, 2008, or 29%, compared to the three months ended
March 31, 2007.
Assumed written premiums increased $3.7 million, or 294%, and assumed earned premiums
increased $2.7 million or 245%. The increase in assumed written premiums is primarily due to an
increase in the assumed quota share from 30% to 100% on the admitted legal liability business
written through a fronting insurer.
Ceded written premiums decreased $3.4 million, or 13%, and ceded earned premiums increased
$16.6 million, or 150%, in the three months ended March 31, 2008 compared to the three months ended
March 31, 2007. Ceded written premiums decreased principally due to purchasing 10% quota share
reinsurance effective January 1, 2008, while the Company purchased 35% quota share reinsurance
during the first quarter of 2007, offset somewhat by the increase in direct and assumed written
premiums subject to the quota share arrangement and the purchase of 50% quota share reinsurance on
a portion of the new niche specialty premiums. Ceded earned premiums increased primarily due to
ceded written premiums continuing to be earned on the Companys 2007 35% quota share reinsurance
treaties, which were amended to 25% on October 1, 2007, while there were no ceded earned premiums
related to the Companys 2006 50% reinsurance treaties during the three months ended March 31, 2007
due to the termination of the 2006 50%
quota share reinsurance treaties on a cutoff basis at December 31, 2006. The effect of the
December 31, 2006 50% quota share cut-off reinsurance termination was to reduce ceded earned
premiums for the three months ended March 31, 2007 by approximately $17.6 million, and to increase
net earned premiums by the same amount.
Earned but unbilled premiums decreased $2.7 million, or 175%, primarily due to the fact that
there were no earned but unbilled premiums related to the December 31, 2006 50% quota share
reinsurance transaction during the three months ended March 31, 2008.
22
Commissions and Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
|
|
|
|
Insurance underwriting commissions and
fees |
|
$ |
1,329 |
|
|
$ |
1,872 |
|
|
|
(29) |
% |
Insurance services commissions and fees |
|
|
5,700 |
|
|
|
2,785 |
|
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
Total commissions and fees |
|
$ |
7,029 |
|
|
$ |
4,657 |
|
|
|
51 |
% |
|
|
|
|
|
|
|
|
|
|
Insurance underwriting commissions and fees decreased $0.5 million, or 29%, from the three
months ended March 31, 2007 to the three months ended March 31, 2008, principally due to decreases
in commissions on fronted premiums. Insurance services commissions and fees, which were
principally ARPCO and AMC income and not related to premiums produced, increased $2.9 million, or
105%, principally as the result of acquisition of AMC.
Net Investment Income and Realized Gains on Investments. During the three months ended
March 31, 2008, net investment income was $4.9 million, a $1.6 million, or 47%, increase from
$3.3 million reported for the three months ended March 31, 2007 primarily due to the increase in
invested assets over the period. At March 31, 2008, invested assets were $473.9 million, a
$113.9 million, or 32%, increase over $360.0 million of invested assets at March 31, 2007. This
increase was due to increases in net written premiums and proceeds from the issuance of trust
preferred securities. The annualized investment yield (net of investment expenses) was 4.0% at
March 31, 2008 and 2007. The annualized tax equivalent yield on total investments was 4.8% for the
three months ended March 31, 2008 and 2007.
During the three months ended March 31, 2008, net realized capital gains were $1.0 thousand, a
$0.1 million decrease over the net realized gain of $0.1 million during the three months ended
March 31, 2007. The first quarter 2008 net realized capital gains were principally due to sales of
investment securities at gains of approximately $0.2 million, offset by mark to market declines in
convertible securities carried at market in accordance with SFAS 155 during the three months ended
March 31, 2008 of approximately $0.2 million.
Operating Expenses
Losses and Loss Adjustment Expenses. Losses and loss adjustment expenses incurred decreased
$0.6 million, or 2%, in the three months ended March 31, 2008 compared to the three months ended
March 31, 2007. This decrease was primarily due to the decrease in net earned exposures reflected
in the 3% decrease in net earned premiums offset by an increase in the accident year loss and loss
adjustment expense ratio.
Other Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
|
|
|
|
Amortization of deferred acquisition
expenses |
|
$ |
8,213 |
|
|
$ |
8,739 |
|
|
|
(6) |
% |
Ceded reinsurance commissions |
|
|
(8,483 |
) |
|
|
(8,258 |
) |
|
|
3 |
|
Other underwriting and operating expenses |
|
|
15,535 |
|
|
|
11,988 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
Other operating expenses |
|
$ |
15,265 |
|
|
$ |
12,469 |
|
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
|
During the three months ended March 31, 2008, other operating expenses increased $2.8 million,
or 22%, from the three months ended March 31, 2007. Amortization of deferred acquisition expenses
decreased by $0.5 million, or 6%. Ceded reinsurance commissions increased $0.2 million, or 3%,
principally due to the effect of purchasing 10% quota share reinsurance during the first quarter of
2008 compared to purchasing 35% quota share reinsurance during the first quarter of 2007, offset by
changes in ceding commission rates and additional ceding commissions related to profit sharing on
ceded written premiums. Other underwriting and operating expenses, which consist of commissions,
other acquisition costs, and general and underwriting expenses, net of acquisition cost deferrals,
increased by $3.5 million, or 30%, principally due to an increase of $1.1 million in commissions
and other acquisition costs, net deferrals of acquisition costs, and an increase of $2.4 million in
general and underwriting expenses during the three months ended March 31, 2007.
23
Interest Expense
Interest expense increased $0.8 million, or 74%, from the three months ended March 31, 2007 to
the three months ended March 31, 2008. This increase was primarily due to a $0.4 million increase
in interest expense related to junior subordinated debentures of $20.6 million which were issued in
September 2007, and a $0.4 million increase in the change in fair value of the interest rate swap
on junior subordinated debentures as discussed in Liquidity and Capital Resources below.
Income taxes. Our effective tax rates were approximately 32.1% for the three months ended
March 31, 2008 and 34.4% for the three months ended March 31, 2007 primarily due to state income
taxes, non-deductible expenses, and the nontaxable portion of dividends received and tax-exempt
interest.
Liquidity and Capital Resources
Sources and Uses of Funds
FMFC. FMFC is a holding company with all of its operations being conducted by its
subsidiaries. Accordingly, FMFC has continuing cash needs for primarily administrative expenses,
debt service and taxes. Funds to meet these obligations come primarily from management and
administrative fees from all of our subsidiaries, and dividends from our non-insurance
subsidiaries.
Insurance Subsidiaries. The primary sources of our insurance subsidiaries cash are net
written premiums, claims handling fees, amounts earned from investments and the sale or maturity of
invested assets. Additionally, FMFC has in the past and may in the future contribute capital to
its insurance subsidiaries.
The primary uses of our insurance subsidiaries cash include the payment of claims and
related adjustment expenses, underwriting fees and commissions and taxes and making investments.
Because the payment of individual claims cannot be predicted with certainty, our insurance
subsidiaries rely on our paid claims history and industry data in determining the expected payout
of claims and estimated loss reserves. To the extent that FMIC, ANIC and AUIC have an
unanticipated shortfall in cash, they may either liquidate securities held in their investment
portfolios or obtain capital from FMFC. However, given the cash generated by our insurance
subsidiaries operations and the relatively short duration of their investment portfolios, we do
not currently foresee any such shortfall.
Non-insurance Subsidiaries. The primary sources of our non-insurance subsidiaries cash are
commissions and fees, policy fees, administrative fees and claims handling and loss control fees.
The primary uses of our non-insurance subsidiaries cash are commissions paid to brokers, operating
expenses, taxes and dividends paid to FMFC. There are generally no restrictions on the payment of
dividends by our non-insurance subsidiaries, except as may be set forth in our borrowing
arrangements.
24
Cash Flows
Our sources of funds have consisted primarily of net written premiums, commissions and fees,
investment income and proceeds from the issuance of equity securities and debt. We use operating
cash primarily to pay operating expenses and losses and loss adjustment expenses and for purchasing
investments. A summary of our cash flows is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Cash and cash equivalents provided
by (used in): |
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
26,162 |
|
|
$ |
51,628 |
|
Investing activities |
|
|
(23,780 |
) |
|
|
(56,396 |
) |
Financing activities |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents |
|
$ |
2,404 |
|
|
$ |
(4,768 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities for the three months ended March 31, 2008 was
primarily from cash received on net written premiums and less cash disbursed for operating expenses
and losses and loss adjustment expenses. Net cash provided by operating activities for the three
months ended March 31, 2007 was primarily from cash received on net written premiums, cash received
for the unearned premiums related to the 2006 50% quota share reinsurance contract terminated on a
cut-off basis on December 31, 2006 less cash disbursed for operating expenses and losses and loss
adjustment expenses. Cash received from net written premiums for the three months ended March 31,
2007 and 2008 were retained on a funds withheld basis in accordance with the Companys 10% and
35%, which was amended to 25% on October 1, 2007, quota share reinsurance contracts.
Net cash used in investing activities for the three months ended March 31, 2008 and 2007
primarily resulted from our net investment in short-term, debt and equity securities, and for the
acquisition of AMC. The $32.6 million decrease in net cash used in investing activities for the
three months ended March 31, 2008 compared to the three months ended March 31, 2007 was principally
a result of decreased net cash flow provided by operating activities as described above.
Net cash provided by financing activities for the three months ended March 31, 2008 resulted
from the issuance of common stock as a result of the exercise of stock options offset by the
purchase of common stock by the Company to be held in a rabbi trust for the benefit of the
Companys Supplemental Executive Retirement Plan. There were no amounts provided by or used in
financing activities for the three months ended March 31, 2007.
Based on historical trends, market conditions, and our business plans, we believe that our
existing resources and sources of funds will be sufficient to meet our liquidity needs in the next
twelve months. Because economic, market and regulatory conditions may change, however, there can
be no assurances that our funds will be sufficient to meet our liquidity needs. In addition,
competition, pricing, the frequency and severity of losses, and interest rates could significantly
affect our short-term and long-term liquidity needs.
Long-term debt
Junior Subordinated Debentures. We have $67.0 million cumulative principal amount of floating
rate junior subordinated debentures outstanding. The debentures were issued in connection with the
issuance of trust preferred stock by our wholly-owned, non-consolidated trusts. Cumulative
interest on $46.4 million cumulative principal amount of the debentures is payable quarterly in
arrears at a variable annual rate, reset quarterly, equal to the three month LIBOR plus 3.75% for
$8.2 million, the three month LIBOR
plus 4.00% for $12.4 million, and the three month LIBOR plus 3.0% for $25.8 million principal
amount of the debentures. Cumulative interest on $20.6 million of the cumulative principal amount
of the debentures is payable quarterly in arrears at a fixed annual rate of 8.25% through December
15, 2012, and a variable rate annual rate, reset quarterly, equal to the three month LIBOR plus
3.30% thereafter. For our floating rate junior subordinated debentures, we have entered into
interest rate swap agreements to pay a fixed rate of interest. See Derivative Financial
Instruments for further discussion. At March 31, 2008, the three month LIBOR rate was 3.06%. We
may defer the payment of interest for up to 20 consecutive quarterly periods; however, no such
deferral has been made.
Credit Facility. In October 2006, we entered into a credit facility which provided for
borrowings of up to $30.0 million. Borrowings under the credit facility bear interest at our
election as follows: (i) at a rate per annum equal to the greater of the lenders prime rate and
the federal funds rate less 0.5%, each minus 0.75%; or, (ii) a rate per annum equal to LIBOR plus
an applicable margin which is currently 0.75% or 1.0% based on our leverage ratio. The obligations
under the credit facility are guaranteed by our material
25
non-insurance subsidiaries. The maturity
date of borrowings made under the credit facility is September 2011. The credit facility contains
covenants which, among other things, restrict our ability to incur indebtedness, grant liens, make
investments and sell assets. The credit facility also has certain financial covenants. At March
31, 2008, there were no borrowings under the agreement. We are not required to comply with the
financial-related covenants until we borrow under the credit facility.
Derivative Financial Instruments. Financial derivatives are used as part of the overall asset
and liability risk management process. We use interest rate swap agreements with a combined
notional amount of $45.0 million in order to reduce our exposure to interest rate fluctuations with
respect to our junior subordinated debentures. Under two of our swap agreements, which expire in
August 2009, we pay interest at a fixed rate of 4.12%; under our other swap agreement, which
expires in December 2011, we pay interest at a fixed rate of 5.013%. Under all three swap
agreements, we receive interest at the three month LIBOR, which is equal to the contractual rate
under the junior subordinated debentures. At March 31, 2008, we had no exposure to credit loss on
the interest rate swap agreements.
Cash and Invested Assets
Our cash and invested assets consist of fixed maturity securities, convertible securities,
equity securities, and cash and cash equivalents. At March 31, 2008, our investments had a market
value of $473.9 million and consisted of the following investments:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
|
Market Value |
|
|
% of Portfolio |
|
|
|
(Dollars in thousands) |
|
Money Market Funds |
|
$ |
32,057 |
|
|
|
6.8 |
% |
Certificates of Deposit |
|
|
3,026 |
|
|
|
0.6 |
% |
Treasury Securities |
|
|
6,393 |
|
|
|
1.3 |
% |
Agency Securities |
|
|
1,496 |
|
|
|
0.3 |
% |
Corp / Preferred |
|
|
57,350 |
|
|
|
12.1 |
% |
Municipal Bonds |
|
|
216,690 |
|
|
|
45.7 |
% |
Asset backed Securities |
|
|
44,161 |
|
|
|
9.3 |
% |
Mortgages |
|
|
66,678 |
|
|
|
14.1 |
% |
Convertible Securities |
|
|
33,990 |
|
|
|
7.2 |
% |
High Yield Convertible Fund |
|
|
9,718 |
|
|
|
2.1 |
% |
Common Stock |
|
|
2,353 |
|
|
|
0.5 |
% |
Other |
|
|
10 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
Total |
|
$ |
473,922 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
The following table shows the composition of the investment portfolio by remaining time to
maturity at March 31, 2008. Actual maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call or prepayment
penalties. Additionally, the expected maturities of our investments in putable bonds fluctuate
inversely with interest rates and therefore may also differ from contractual maturities.
|
|
|
|
|
Average Life |
|
|
% of Total
Investment |
Less than one year |
|
|
20.9 |
% |
One to two years |
|
|
9.1 |
% |
Two to three years |
|
|
17.0 |
% |
Three to four years |
|
|
15.5 |
% |
Four to five years |
|
|
11.8 |
% |
Five to seven years |
|
|
9.7 |
% |
More than seven years |
|
|
16.0 |
% |
|
|
|
Total |
|
|
100.0 |
% |
|
|
|
The effective duration of the portfolio as of March 31, 2008 is approximately 3.1 years and
the tax-effected duration is 2.7 years. Excluding cash and cash equivalents, equity and
convertible securities, the portfolio duration and tax-effected duration are 3.5 years
26
and 3.0
years, respectively. The shorter tax-effected duration reflects the significant portion of the
portfolio in municipal securities. The annualized investment yield (net of investment expenses) on
total investments was 4.0% for three months ended March 31, 2008 and 2007. The annualized tax
equivalent yield on total investments was 4.8% for the three months ended March 31, 2008 and 2007.
The majority of our portfolio consists of AAA or AA rated securities with a Standard and
Poors weighted average credit quality for our aggregate fixed income portfolio of AA+ at March 31,
2008. The majority of the investments rated BBB and below are convertible securities. Consistent
with our investment policy, we review any security if it falls below BBB- and assess whether it
should be held or sold. The following table shows the ratings distribution of our fixed income
portfolio as of March 31, 2008 as a percentage of total market value.
|
|
|
|
|
S&P Rating |
|
% of Total
Investments |
AAA |
|
|
65.7 |
% |
AA |
|
|
14.7 |
% |
A |
|
|
10.1 |
% |
BBB |
|
|
5.2 |
% |
BB |
|
|
1.3 |
% |
B |
|
|
2.2 |
% |
CCC |
|
|
0.1 |
% |
NR |
|
|
0.7 |
% |
|
|
|
Total |
|
|
100.0 |
% |
|
|
|
Within Mortgages, the Company invests in residential collateralized mortgage obligations
(CMO) that typically have high credit quality, offer good liquidity and are expected to provide
an advantage in yield compared to U.S. Treasury securities. The Companys investment strategy is
to purchase CMO tranches which offer the most favorable return given the risks involved. One
significant risk evaluated is prepayment sensitivity. While prepayment risk (either shortening or
lengthening of duration) and its effect on total return cannot be fully controlled, particularly
when interest rates move dramatically, the investment process generally favors securities that
control this risk within expected interest rate ranges. The Company does not purchase residual
interests in CMOs.
At March 31, 2008, the Company held CMOs classified as available-for-sale with a fair value
of $33.2 million. Approximately 52.4% of those CMO holdings were guaranteed by or fully
collateralized by securities issued by government sponsored enterprises (GSE) such as GNMA, FNMA
or FHLMC. In addition, at March 31, 2008, the Company held $31.3 million of mortgage-backed
pass-through securities issued by one of the GSEs and classified as available-for-sale.
The Company held commercial mortgage-backed securities (CMBS) of $27.3 million, of which
83.0% are pre-2006 vintage, at March 31, 2008. The average subordination of our CMBS portfolio was
28.0% and comprised mainly of super senior structures. The average loan to value ratio at
origination was 68.0%. The average credit rating of these securities was AAA. The CMBS portfolio
was supported by loans that were diversified across economic sectors and geographical areas. It is
not believed that this portfolio exposes the Company to a material adverse impact on its results of
operations, financial position or liquidity, due to the underlying credit strength of these
securities.
The Companys fixed maturity investment portfolio included asset-backed securities and
collateralized mortgage obligations collateralized by sub-prime mortgages and alternative
documentation mortgages (Alt-A) with market values of $0.1 million and $2.5 million at March 31,
2008, respectively. The Company defines sub-prime mortgage-backed securities as investments with
weighted average FICO scores below 650. Alt-A securities are defined by above-prime interest
rates, high loan-to-value ratios, high
debt-to-income ratios, low loan documentation (e.g., limited or no verification of income and
assets), or other characteristics that are inconsistent with conventional underwriting standards
employed by government-sponsored mortgage entities. The average credit rating on all of these
securities and obligations held by the Company at March 31, 2008 was AA.
The Companys fixed maturity investment portfolio at March 31, 2008 included securities issued
by numerous municipalities with a total carrying value of $216.7 million. Approximately $47.9
million, or 22.1%, were pre-refunded (escrowed with Treasuries). Approximately $125.9 million, or
58.1%, of the securities were enhanced by third-party insurance for the payment of principal and
interest in the event of an issuer default. Such insurance generally results in a rating of AAA
being assigned by independent ratings agencies to those securities. The downgrade of credit
ratings of insurers of these securities could result in a corresponding downgrade in the ratings of
the securities from AAA to the underlying rating of the respective security without giving effect
to the benefit of
27
insurance. Of the total $125.9 million of insured municipal securities in the
Companys investment portfolio at March 31, 2008, approximately 98.7% were rated at A- or above,
and approximately 77.2% were rated at AA- or above, without the benefit of insurance. The average
underlying credit rating of the entire municipal bond portfolio was AA at March 31, 2008. The
Company believes that a loss of the benefit of insurance would not result in a material adverse
impact on the Companys results of operations, financial position or liquidity, due to the
underlying credit strength of the issuers of the securities, as well as the Companys ability and
intent to hold the securities.
The Companys investment portfolio does not contain any exposure to Collateralized Debt
Obligations (CDO) or investments collaterized by CDOs. In addition, the Companys investment
portfolio does not contain any exposure to auction-rate securities.
Cash and cash equivalents consisted of cash on hand of $20.8 million at March 31, 2008.
At March 31, 2008 the total unrealized loss of all impaired securities totaled $3.2 million.
This represents approximately 0.7% of quarter-end invested assets of $473.9 million.
For the three months ended March 31, 2008, we sold approximately $2.8 million of market value
of securities, which were trading below amortized cost while recording a realized loss of
approximately $0.1 million. This loss represented 3.6% of the amortized cost of the positions.
These sales were unique opportunities to sell specific positions due to changing market conditions.
These situations were exceptions to our general assertion regarding our ability and intent to hold
securities with unrealized losses until they mature or recover in value. This position is further
supported by the insignificant losses as a percentage of amortized cost for the respective periods.
Deferred Policy Acquisition Costs
We defer a portion of the costs of acquiring insurance business, primarily commissions and
certain policy underwriting and issuance costs, which vary with and are primarily related to the
production of insurance business. For the three months ended March 31, 2008, $12.7 million of the
costs were deferred. Deferred policy acquisition costs totaled $19.3 million, or 22.4% of unearned
premiums (net of reinsurance), at March 31, 2008.
28
Reinsurance
The following table illustrates our direct written premiums and premiums ceded for the three
months ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Dollars in thousands) |
|
Direct written premiums |
|
$ |
76,214 |
|
|
$ |
59,334 |
|
Ceded written premiums |
|
|
22,704 |
|
|
|
26,140 |
|
|
|
|
|
|
|
|
Net written premiums |
|
$ |
53,510 |
|
|
$ |
33,194 |
|
|
|
|
|
|
|
|
Ceded written premiums as
percentage of direct written
premiums |
|
|
29.8 |
% |
|
|
44.1 |
% |
|
|
|
|
|
|
|
The following table illustrates the effect of our reinsurance ceded strategies on our results
of operations:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2008 |
|
2007 |
|
|
(Dollars in thousands) |
Ceded written premiums |
|
$ |
22,704 |
|
|
$ |
26,140 |
|
Ceded premiums earned |
|
|
27,679 |
|
|
|
11,064 |
|
Losses and loss
adjustment expenses
ceded |
|
|
14,893 |
|
|
|
3,981 |
|
Ceding commissions |
|
|
10,866 |
|
|
|
3,021 |
|
Our net cash flows relating to ceded reinsurance activities (premiums paid less losses
recovered and ceding commissions received) were approximately $10.5 million net cash paid for the
three months ended March 31, 2008 compared to net cash paid of $8.2 million for the three months
ended March 31, 2007.
The assuming reinsurer is obligated to indemnify the ceding company to the extent of the
coverage ceded. The inability to recover amounts due from reinsurers could result in significant
losses to us. To protect us from reinsurance recoverable losses, FMIC seeks to enter into
reinsurance agreements with financially strong reinsurers. Our senior executives evaluate the
credit risk of each reinsurer
before entering into a contract and monitor the financial strength of the reinsurer. On
March 31, 2008, substantially all reinsurance contracts to which we were a party were with
companies with A.M. Best ratings of A or better. One reinsurance contract to which we were a
party was with a reinsurer that does not carry an A.M. Best rating. For this contract, we required
full collateralization of our recoverable via a grantor trust and an irrevocable letter of credit.
In addition, ceded reinsurance contracts contain trigger clauses through which FMIC can initiate
cancellation including immediate return of all ceded unearned premiums at its option, or which
result in immediate collateralization of ceded reserves by the assuming company in the event of a
financial strength rating downgrade, thus limiting credit exposure. On March 31, 2008, there was
no allowance for uncollectible reinsurance, as all reinsurance balances were current and there were
no disputes with reinsurers.
On March 31, 2008 and December 31, 2007, FMFC had a net amount of recoverables from reinsurers
of $157.2 million and $157.6 million, respectively, on a consolidated basis.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which
defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. This statement is
effective for fiscal years beginning after November 15, 2007. However, on February 12, 2008, the
FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP
FAS 157-2), which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). FSP FAS 157-2 defers the effective date of
SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal
years for items within the scope of FSP FAS 157-2. The Company adopted the applicable portions of
SFAS 157 on January 1, 2008 (See Note 10 to the condensed consolidated
29
financial statements, which
is incorporated herein by reference) and is currently assessing the potential impact that the
deferred portions of SFAS 157 will have on its financial statements.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)).
SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree, and the goodwill acquired. SFAS 141(R) also establishes
disclosure requirements to enable the evaluation of the nature and financial effects of the
business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008.
The adoption of SFAS 141(R) will change our accounting treatment for business combinations on a
prospective basis beginning January 1, 2009.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statementsan amendment of Accounting Research Bulletin No. 51 (SFAS 160). SFAS 160
establishes accounting and reporting standards for ownership interests in subsidiaries held by
parties other than the parent, the amount of consolidated net income attributable to the parent and
to the noncontrolling interest, changes in a parents ownership interest, and the valuation of
retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also
establishes disclosure requirements that clearly identify and distinguish between the interests of
the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years
beginning after December 15, 2008. The Company is currently evaluating the potential impact, if
any, of the adoption of SFAS 160 on its financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 changes the
disclosure requirements for derivative instruments and hedging activities. Entities are required
to provide enhanced disclosures about a) how and why an entity uses derivative instruments, b) how
derivative instruments and related hedged items are accounted for under Statement 133 and its
related interpretations, and c) how derivative instruments and related hedged items affect an
entitys financial position, financial performance, and cash flows. Companies are required to
adopt SFAS 161 for fiscal years beginning after November 15, 2008. The Company is currently
evaluating the potential impact, if any, of the adoption of SFAS 161 on its financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Refer to the Companys Annual Report on Form 10-K for the year ended December 31, 2007 for a
complete discussion of the Companys market risk. There have been no material changes to the
market risk information included in the Companys Annual Report on Form 10-K.
Item 4. Controls and Procedures
The Companys chief executive officer and chief financial officer have concluded, based on
their evaluation as of the end of the period covered by this report, that the Companys disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e)) are effective to ensure that information required to be disclosed in the reports that
the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer, as appropriate, to
allow timely decisions regarding financial disclosures. There was no change in the Companys
internal control over financial reporting that occurred during the quarter ended March 31, 2008
that has materially affected or is reasonably likely to materially affect, the Companys internal
control over financial reporting.
30
PART II. OTHER INFORMATION
Item 6. Exhibits
See Index of Exhibits following the signature page, which is incorporated herein by reference.
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
FIRST MERCURY FINANCIAL CORPORATION
|
|
|
By: |
/s/ RICHARD H. SMITH
|
|
|
|
Richard H. Smith |
|
|
|
Chairman, President and Chief Executive Officer |
|
|
|
|
|
|
By: |
/s/ JOHN A. MARAZZA
|
|
|
|
John A. Marazza |
|
|
|
Executive Vice President, Chief Financial Officer
and Treasurer
|
|
|
|
Date: |
May 9, 2008 |
|
|
32
INDEX OF EXHIBITS
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Note |
|
Description |
|
|
|
|
|
|
|
31 (a)
|
|
|
(1 |
) |
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934 |
|
|
|
|
|
|
|
31 (b)
|
|
|
(1 |
) |
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934 |
|
|
|
|
|
|
|
32 (a)
|
|
|
(1 |
) |
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the
Securities Exchange Act of 1934 |
|
|
|
|
|
|
|
32 (b)
|
|
|
(1 |
) |
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the
Securities Exchange Act of 1934 |
33