Edgar Filing: MEADOWBROOK INSURANCE GROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-14094

Meadowbrook Insurance Group, Inc.

(Exact name of Registrant as specified in its charter)

Michigan		38-2626206
(State of Incorporation)		(IRS Employer Identification No.)

26255 American Drive, Southfield, Michigan 48034

(Address, zip code of principal executive offices)

(248) 358-1100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller Reporting Company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso No x

The aggregate number of shares of the Registrant’s Common Stock, $.01 par value, outstanding on August 1, 2014, was 50,091,690.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

ITEM 1 –	FINANCIAL STATEMENTS
	Consolidated Statements of Income (unaudited)	2-3
	Consolidated Statements of Comprehensive Income (unaudited)	4
	Consolidated Balance Sheets (unaudited)	5
	Consolidated Statement of Shareholders’ Equity (unaudited)	6
	Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8-30

ITEM 2 –	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31-48

ITEM 3 –	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	49-51

ITEM 4 –	CONTROLS AND PROCEDURES	51

PART II – OTHER INFORMATION

ITEM 1 –	LEGAL PROCEEDINGS	52

ITEM 1A –	RISK FACTORS	52

ITEM 2 –	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	52

ITEM 3 –	DEFAULTS UPON SENIOR SECURITIES	52

ITEM 4 –	MINE SAFETY DISCLOSURES	52

ITEM 5 –	OTHER INFORMATION	52

ITEM 6 –	EXHIBITS	53

SIGNATURES		54

Table of Contents

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MEADOWBROOK INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended June 30,

	2014			2013
	(Unaudited)
	(In thousands, except share data)
Revenues
Premiums earned
Gross	$	212,660		$	264,853
Ceded		(48,536	)		(89,072	)
Net earned premiums		164,124			175,781
Net commissions and fees		9,342			8,539
Net investment income		11,209			11,768
Realized gains:
Total other-than-temporary impairments on securities		-			-
Portion of loss recognized in other comprehensive income		-			-
Net other-than-temporary impairments on securities recognized in earnings		-			-
Net realized gains excluding other-than-temporary impairments on securities		3,253			2,869
Net realized gains		3,253			2,869
Total revenues		187,928			198,957

Expenses
Losses and loss adjustment expenses		142,266			200,807
Reinsurance recoveries		(32,606	)		(55,436	)
Net losses and loss adjustment expenses		109,660			145,371
Policy acquisition and other underwriting expenses		59,358			58,450
General, selling and administrative expenses		6,752			5,901
General corporate expenses		1,415			760
Amortization expense		961			1,038
Goodwill impairment expense		-			115,397
Interest expense		3,472			3,653
Total expenses		181,618			330,570
Income (loss) before taxes and equity earnings		6,310			(131,613	)
Federal and state income tax expense (benefit)		1,183			(17,604	)
Equity earnings of affiliates, net of tax		623			945
Equity earnings of unconsolidated subsidiaries, net of tax		14			6
Net income (loss)	$	5,764		$	(113,058	)

Earnings (Losses) Per Share
Basic	$	0.12		$	(2.27	)
Diluted	$	0.12		$	(2.27	)

Weighted average number of common shares
Basic		50,091,984			49,887,200
Diluted		50,091,984			49,887,200

Dividends paid per common share	$	0.02		$	0.02

The accompanying notes are an integral part of the Consolidated Financial Statements.

Table of Contents

MEADOWBROOK INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

For the Six Months Ended June 30,

	2014			2013
	(Unaudited)
	(In thousands, except share data)
Revenues
Premiums earned
Gross	$	429,453		$	529,195
Ceded		(102,791	)		(182,826	)
Net earned premiums		326,662			346,369
Net commissions and fees		21,389			18,173
Net investment income		22,470			22,908
Realized gains:
Total other-than-temporary impairments on securities		-			-
Portion of loss recognized in other comprehensive income		-			-
Net other-than-temporary impairments on securities recognized in earnings		-			-
Net realized gains excluding other-than-temporary impairments on securities		6,279			3,185
Net realized gains		6,279			3,185
Total revenues		376,800			390,635

Expenses
Losses and loss adjustment expenses		282,238			392,781
Reinsurance recoveries		(69,388	)		(125,594	)
Net losses and loss adjustment expenses		212,850			267,187
Policy acquisition and other underwriting expenses		118,557			109,055
General, selling and administrative expenses		15,247			11,924
General corporate expenses		3,048			2,276
Amortization expense		1,948			2,109
Goodwill impairment expense		-			115,397
Interest expense		6,934			5,850
Total expenses		358,584			513,798
Income (loss) before taxes and equity earnings		18,216			(123,163	)
Federal and state income tax expense (benefit)		4,029			(15,768	)
Equity earnings of affiliates, net of tax		1,917			1,383
Equity earnings of unconsolidated subsidiaries, net of tax		16			36
Net income (loss)	$	16,120		$	(105,976	)

Earnings (Losses) Per Share
Basic	$	0.32		$	(2.13	)
Diluted	$	0.32		$	(2.13	)

Weighted average number of common shares
Basic		50,034,349			49,855,716
Diluted		50,034,349			49,855,716

Dividends paid per common share	$	0.04		$	0.04

The accompanying notes are an integral part of the Consolidated Financial Statements.

Table of Contents

MEADOWBROOK INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended June 30,

	2014			2013
	(Unaudited)
	(In thousands)
Net income (loss)	$	5,764		$	(113,058	)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities		12,483			(32,487	)
Unrealized gains in affiliates and unconsolidated subsidiaries		4			50
Increase on non-credit other-than-temporary impairments on securities		-			-
Net deferred derivative (losses) gains - hedging activity		(601	)		2,233
Less reclassification adjustment for investment gains included in net income		(2,115	)		(1,890	)
Other comprehensive gains (losses), net of tax		9,771			(32,094	)
Comprehensive income (loss)	$	15,535		$	(145,152	)

MEADOWBROOK INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Six Months Ended June 30,

	2014			2013
	(Unaudited)
	(In thousands)
Net income (loss)	$	16,120		$	(105,976	)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities		23,751			(35,269	)
Unrealized gains in affiliates and unconsolidated subsidiaries		118			62
Increase on non-credit other-than-temporary impairments on securities		-			-
Net deferred derivative (losses) gains - hedging activity		(1,205	)		3,038
Less reclassification adjustment for investment gains included in net income		(4,081	)		(2,077	)
Other comprehensive gains (losses), net of tax		18,583			(34,246	)
Comprehensive income (loss)	$	34,703		$	(140,222	)

The accompanying notes are an integral part of the Consolidated Financial Statements.

Table of Contents

MEADOWBROOK INSURANCE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2014			2013
	(Unaudited)
	(In thousands, except share data)
ASSETS
Investments
Debt securities available for sale, at fair value (amortized cost of $1,450,040 and $1,455,754 in 2014 and 2013, respectively)	$	1,488,467		$	1,463,046
Equity securities available for sale, at fair value (cost of $91,801 and $95,346 in 2014 and 2013, respectively)		105,258			109,982
Cash and cash equivalents		92,287			94,776
Accrued investment income		14,046			14,266
Premiums and agent balances receivable (net allowance of $5,152 and $5,094 in 2014 and 2013 respectively)		194,494			214,144
Reinsurance recoverable on:
Paid losses		15,737			14,453
Unpaid losses		525,149			505,431
Prepaid reinsurance premiums		32,963			63,908
Deferred policy acquisition costs		64,629			62,773
Deferred income taxes, net		28,716			41,435
Goodwill		5,644			5,644
Other intangible assets		22,509			24,509
Other assets		145,007			147,475
Total assets	$	2,734,906		$	2,761,842

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Losses and loss adjustment expenses	$	1,615,135		$	1,616,521
Unearned premiums		305,353			354,367
Debt		158,481			160,723
Debentures		80,930			80,930
Accounts payable and accrued expenses		29,721			29,712
Funds held and reinsurance balances payable		24,531			29,320
Payable to insurance companies		43,307			45,625
Other liabilities		30,921			31,231
Total liabilities		2,288,379			2,348,429

Shareholders' Equity
Common stock, $0.01 par value; authorized 75,000,000 shares; 50,091,690 and 49,887,200 shares issued and outstanding		501			499
Additional paid-in capital		276,809			276,410
Retained earnings		135,011			120,894
Note receivable from officer		(696	)		(709	)
Accumulated other comprehensive income		34,902			16,319
Total shareholders' equity		446,527			413,413
Total liabilities and shareholders' equity	$	2,734,906		$	2,761,842

The accompanying notes are an integral part of the Consolidated Financial Statements.

Table of Contents

MEADOWBROOK INSURANCE GROUP, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

	Common Stock		Additional Paid-In Capital		Retained Earnings			Note Receivable from Officer			Accumulated Other Comprehensive Income			Total Shareholders' Equity
	(Unaudited, In thousands)
Balances December 31, 2013	$	499	$	276,410	$	120,894		$	(709	)	$	16,319		$	413,413
Net income		-		-		16,120			-			-			16,120
Dividends declared		-		-		(2,003	)		-			-			(2,003	)
Change in unrealized gain or loss on available for sale securities, net of tax		-		-					-			19,471			19,471
Change in valuation allowance on deferred tax assets		-		-					-			199			199
Net deferred derivative loss - hedging activity		-		-					-			(1,205	)		(1,205	)
Stock award, net of tax		2		67					-			-			69
Long term incentive plan; stock award for 2013 and 2014 plan years		-		332					-			-			332
Change in investment of affiliates, net of tax		-		-					-			133			133
Change in investment of unconsolidated subsidiaries		-		-					-			(15	)		(15	)
Note receivable from officer		-		-					13			-			13
Balances June 30, 2014	$	501	$	276,809	$	135,011		$	(696	)	$	34,902		$	446,527

The accompanying notes are an integral part of the Consolidated Financial Statements.

Table of Contents

MEADOWBROOK INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

	2014			2013
	(Unaudited)
	(In thousands)
Cash Flows From Operating Activities
Net income (loss)	$	16,120		$	(105,976	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of other intangible assets		1,948			2,109
Amortization of deferred debenture issuance costs		-			63
Impairment of goodwill		-			115,397
Depreciation of furniture, equipment, and building		2,248			2,384
Net amortization of discount and premiums on bonds		6,456			5,270
Accretion of issued debt/original issue discount		758			417
Amortization of capitalized convertible note fees		215			118
Gain on sale of investments		(6,362	)		(3,195	)
Gain on sale of fixed assets		(44	)		(44	)
Long-term incentive plan expense		365			212
Stock award		96			191
Equity earnings of affiliates, net of taxes		(1,917	)		(1,383	)
Equity earnings of unconsolidated subsidiaries, net of tax		(16	)		(36	)
Deferred income tax expense (benefit)		3,010			(13,053	)
Write-off of book of business		52			-
Changes in operating assets and liabilities:
(Increase) decrease in:
Premiums and agent balances receivable		19,650			(9,448	)
Reinsurance recoverable on paid and unpaid losses		(21,002	)		(72,015	)
Prepaid reinsurance premiums		30,945			42,445
Deferred policy acquisition costs		(1,856	)		(9,487	)
Other assets		2,612			(20,530	)
Increase (decrease) in:
Losses and loss adjustment expenses		(1,386	)		75,869
Unearned premiums		(49,014	)		(27,444	)
Payable to insurance companies		(2,318	)		(1,715	)
Funds held and reinsurance balances payable		(4,789	)		4,668
Other liabilities		(2,329	)		13,684
Total adjustments		(22,678	)		104,477
Net cash used in operating activities		(6,558	)		(1,499	)
Cash Flows From Investing Activities
Purchase of debt securities available for sale		(36,703	)		(334,138	)
Proceeds from sales and maturities of debt securities available for sale		38,355			109,397
Purchase of equity securities available for sale		(19,080	)		(93,641	)
Proceeds from sales of equity securities available for sale		28,651			14,240
Capital expenditures		(982	)		(764	)
Other investing activities		642			228
Net cash provided by (used in) investing activities		10,883			(304,678	)
Cash Flows From Financing Activities
Payments on term loan		(3,000	)		(3,000	)
Proceeds from convertible senior notes		-			96,324
Payments for convertible senior notes hedge		-			(12,942	)
Proceeds from issuance of warrants		-			3,023
Book overdrafts		(1,824	)		676
Dividends paid on common stock		(2,003	)		(1,995	)
Other financing activities		13			15
Net cash (used in) provided by financing activities		(6,814	)		82,101
Net decrease in cash and cash equivalents		(2,489	)		(224,076	)
Cash and cash equivalents, beginning of period		94,776			342,124
Cash and cash equivalents, end of period	$	92,287		$	118,048
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	3,392		$	3,590
Net income taxes (rececived) paid (1)	$	(4,822	)	$	1,165
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Stock-based employee compensation	$	96		$	191

(1) Tax return refunds were received in first quarter of 2014 and 2013 for $8,886 and $3,067, respectively.

The accompanying notes are an integral part of the Consolidated Financial Statements.

Table of Contents

MEADOWBROOK INSURANCE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – Summary of Significant Accounting Policies

Basis of Presentation and Management Representation

The consolidated financial statements include accounts, after elimination of intercompany accounts and transactions, of Meadowbrook Insurance Group, Inc. (the “Company” or “Meadowbrook”), its wholly owned subsidiary Star Insurance Company (“Star”), and Star’s wholly owned subsidiaries, Savers Property and Casualty Insurance Company (“Savers”), Williamsburg National Insurance Company (“Williamsburg”), and Ameritrust Insurance Corporation (“Ameritrust”). The consolidated financial statements also include Meadowbrook, Inc., Crest Financial Corporation, and their respective subsidiaries. In addition, the consolidated financial statements also include ProCentury Corporation (“ProCentury”) and its wholly owned subsidiaries. ProCentury’s wholly owned subsidiaries consist of Century Surety Company (“Century”) and its wholly owned subsidiary ProCentury Insurance Company (“PIC”). In addition, ProCentury Risk Partners Insurance Company, is a wholly owned subsidiary of ProCentury (Star, Savers, Williamsburg, Ameritrust, Century, and PIC are collectively referred to as “Insurance Company Subsidiaries”).

In the opinion of management, the consolidated financial statements reflect all normal recurring adjustments necessary to present a fair statement of the results for the interim period. Preparation of financial statements under generally accepted accounting principles (“GAAP”) requires management to make estimates. Actual results could differ from those estimates. The results of operations for the three months and six months ended June 30, 2014 are not necessarily indicative of the results expected for the full year.

These financial statements and the notes thereto should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission, for the fiscal year ended December 31, 2013.

Revenue Recognition

Premiums written, which include direct, assumed and ceded amounts are recognized as earned on a pro rata basis over the life of the policy term. Unearned premiums represent the portion of premiums written that are applicable to the unexpired terms of policies in force. Provisions for unearned premiums on reinsurance assumed from others are made on the basis of ceding reports when received and actuarial estimates.

Assumed premium estimates include business where the company accepts a portion of the risk from a ceding carrier as well as the mandatory assumed pool business from the National Council on Compensation Insurance (“NCCI”), or residual market business.

Table of Contents

Effective July 1, 2013, the Insurance Company Subsidiaries entered into an agreement with State National Insurance Company, National Specialty Insurance Company and United Specialty Insurance Company (collectively, “SNIC”), whereby certain business from our Insurance Company Subsidiaries is written directly with SNIC and 100% assumed collectively by our Insurance Company Subsidiaries. Our Insurance Company Subsidiaries pay SNIC a 5.5% policy issuance fee, which is reflected as assumed commission expense on the applicable Insurance Company Subsidiaries’ financial statements. For the three months and six months ended June 30, 2014, our Insurance Company Subsidiaries collectively assumed $59.2 million and $135.1 million, respectively, in gross written premium from SNIC. The impact of the SNIC policy issuance fee on the Company’s expense ratio was 2.1% and 2.0% for the three months and six months ended June 30, 2014.

Fee income, which includes risk management consulting, loss control, and claims services, is recognized during the period that the services are provided. Depending on the terms of the contract, claims processing fees are recognized as revenue over the estimated life of the claims, or the estimated life of the contract. For those contracts that provide services beyond the expiration or termination of the contract, fees are deferred in an amount equal to management’s estimate of the Company’s obligation to continue to provide services in the future.

Commission income, which includes reinsurance placement, is recorded on the later of the effective date or the billing date of the policies on which they were earned. Commission income is reported net of any sub-producer commission expense. Commission adjustments that occur subsequent to the issuance of the policy because of cancellation typically are recognized when the policy is effectively cancelled. Profit sharing commissions from unaffiliated insurance carriers are recognized when determinable, which is when such commissions are received.

Income Taxes

As of June 30, 2014 and December 31, 2013, the Company did not have any unrecognized tax benefits. As of June 30, 2014 and December 31, 2013, the Company had no accrued interest or penalties related to uncertain tax positions.

Recent Accounting Pronouncements

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive

In February 2013, the FASB issued guidance to improve the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. The guidance is to be applied prospectively for reporting periods beginning after December 15, 2012. The Company adopted this new guidance on January 1, 2013 and included the required disclosures in Note 10 ~ Accumulated Other Comprehensive Income.

Table of Contents

NOTE 2 – Investments

The cost or amortized cost, gross unrealized gains, losses, non-credit other-than-temporary impairments (“OTTI”) and estimated fair value of investments in securities classified as available for sale at June 30, 2014 and December 31, 2013 were as follows (in thousands):

	June 30, 2014
	Cost or Amortized Cost		Gross Unrealized							Estimated Fair Value
	Cost or Amortized Cost		Gains		Losses			Non-Credit OTTI		Estimated Fair Value
Debt Securities:
U.S. Government and agencies	$	24,606	$	562	$	(110	)	$	-	$	25,058
Obligations of states and political subs		712,608		27,463		(6,473	)		-		733,598
Corporate securities		557,854		18,748		(3,143	)		-		573,459
Residential mortgage-backed securities		110,374		2,348		(2,119	)		-		110,603
Commercial mortgage-backed securities		24,819		551		(385	)		-		24,985
Other asset-backed securities		19,779		991		(6	)		-		20,764
Total debt securities available for sale		1,450,040		50,663		(12,236	)		-		1,488,467
Equity Securities:
Common stock		91,801		14,168		(711	)		-		105,258
Total equity securities available for sale		91,801		14,168		(711	)		-		105,258
Total securities available for sale	$	1,541,841	$	64,831	$	(12,947	)	$	-	$	1,593,725

	December 31, 2013
	Cost or Amortized Cost		Gross Unrealized							Estimated Fair Value
	Cost or Amortized Cost		Gains		Losses			Non-Credit OTTI		Estimated Fair Value
Debt Securities:
U.S. Government and agencies	$	24,985	$	572	$	(188	)	$	-	$	25,369
Obligations of states and political subs		730,004		25,509		(20,121	)		-		735,392
Corporate securities		534,913		15,529		(11,935	)		-		538,507
Residential mortgage-backed securities		118,930		2,191		(4,737	)		-		116,384
Commercial mortgage-backed securities		26,719		617		(868	)		-		26,468
Other asset-backed securities		20,203		763		(40	)		-		20,926
Total debt securities available for sale		1,455,754		45,181		(37,889	)		-		1,463,046
Equity Securities:
Perpetual preferred stock		71		147		-			-		218
Common stock		95,275		14,933		(444	)		-		109,764
Total equity securities available for sale		95,346		15,080		(444	)		-		109,982
Total securities available for sale	$	1,551,100	$	60,261	$	(38,333	)	$	-	$	1,573,028

Table of Contents

Gross unrealized gains, losses, and non-credit OTTI on available for sale securities as of June 30, 2014 and December 31, 2013 were as follows (in thousands):

	June 30, 2014			December 31, 2013
Unrealized gains	$	64,831		$	60,261
Unrealized losses		(12,947	)		(38,333	)
Non-credit OTTI		-			-
Net unrealized gains		51,884			21,928
Deferred federal income tax expense		(18,160	)		(7,675	)
Net unrealized gains on investments, net of deferred federal income taxes	$	33,724		$	14,253

Net realized gains (losses including OTTI) on securities, for the three months and six months ended June 30, 2014 and 2013 were as follows (in thousands):

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2014			2013			2014			2013
Realized gains (losses):
Debt securities:
Gross realized gains	$	20		$	1,500		$	337		$	1,530
Gross realized losses		-			(162	)		-			(170	)
Total debt securities		20			1,338			337			1,360
Equity securities:
Gross realized gains		3,271			1,570			6,029			1,845
Gross realized losses		(3	)		(1	)		(4	)		(10	)
Total equity securities		3,268			1,569			6,025			1,835
Net realized gains	$	3,288		$	2,907		$	6,362		$	3,195

OTTI included in realized losses on securities above	$	-		$	-		$	-		$	-

Proceeds from the sales of debt and equity securities available for sale were $17.9 million and $69.7 million for the three months ended June 30, 2014 and 2013, respectively. Proceeds from the sales of debt and equity securities available for sale were $31.1million and $76.2 million for the six months ended June 30, 2014 and 2013, respectively.

At June 30, 2014, the amortized cost and estimated fair value of available for sale debt securities by contractual maturity are shown below. Expected maturities may differ from contractual maturities, because certain borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):

Table of Contents

	Available for Sale
	Amortized Cost		Estimated Fair Value
Due in one year or less	$	31,444	$	31,794
Due after one year through five years		531,469		557,057
Due after five years through ten years		598,509		610,326
Due after ten years		133,646		132,938
Mortgage-backed securities, collateralized obligations and asset-backed securities		154,972		156,352
	$	1,450,040	$	1,488,467

Net investment income for the three months and six months ended June 30, 2014 and 2013 was as follows (in thousands):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2014		2013		2014		2013
Net Investment Income Earned From:
Debt securities	$	10,572	$	11,016	$	21,232	$	21,704
Equity securities		981		930		1,847		1,550
Cash and cash equivalents		74		199		229		393
Total gross investment income		11,627		12,145		23,308		23,647
Less investment expenses		418		377		838		739
Net investment income	$	11,209	$	11,768	$	22,470	$	22,908

Other-Than-Temporary Impairments of Securities and Unrealized Losses on Investments

Available for sale securities are reviewed for declines in fair value, excluding other-than-temporary declines. For a debt security, if the Company intends to sell a security and it is more likely than not that the Company will be required to sell a debt security before recovery of its amortized cost basis and the fair value of the debt security is below amortized cost, the Company concludes that an OTTI has occurred and the amortized cost is written down to current fair value, with a corresponding charge to realized loss in the Consolidated Statements of Income. If the Company does not intend to sell a debt security and it is not more likely than not that the Company will be required to sell a debt security before recovery of its amortized cost basis, but the present value of the cash flows expected to be collected is less than the amortized cost of the debt security (referred to as the credit loss), the Company concludes that an OTTI has occurred. In this instance, accounting guidance requires the bifurcation of the total OTTI into the amount related to the credit loss, which is recognized in earnings, and the non-credit OTTI, which is recorded in Other Comprehensive Income as an unrealized non-credit OTTI in the Consolidated Statements of Comprehensive Income.

Table of Contents

When assessing the Company’s intent to sell a debt security, if it is more likely than not that the Company will be required to sell a debt security before recovery of its cost basis, facts and circumstances such as, but not limited to, decisions to reposition the security portfolio, sales of securities to meet cash flow needs and sales of securities to capitalize on favorable pricing, are evaluated. In order to determine the amount of the credit loss for a debt security, the Company calculates the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows expected to be recovered. The discount rate is the effective interest rate implicit in the underlying debt security upon issuance. The effective interest rate is the original yield or the coupon if the debt security was previously impaired. If an OTTI exists and there is not sufficient cash flows or other information to determine a recovery value of the security, the Company concludes the entire OTTI is credit-related and the amortized cost for the security is written down to current fair value with a corresponding charge to realized loss in the Consolidated Statements of Income.

To determine the recovery period of a debt security, the Company considers the facts and circumstances surrounding the underlying issuer including, but not limited to, the following:

Historical and implied volatility of the security;

Length of time and extent to which the fair value has been less than amortized cost;

Conditions specifically related to the security such as default rates, loss severities, loan to value ratios, current levels of subordination, third party guarantees, and vintage;

Specific conditions in an industry or geographic area;

Any changes to the rating of the security by a rating agency;

Failure, if any, of the issuer of the security to make scheduled payments; and

Recoveries or additional declines in fair value subsequent to the balance sheet date.

In periods subsequent to the recognition of an OTTI, the security is accounted for as if it had been purchased on the measurement date of the OTTI. Therefore, for a fixed maturity security, the discount or reduced premium is reflected in net investment income over the contractual term of the investment in a manner that produces a constant effective yield.

For an equity security, if the Company does not have the ability and intent to hold the security for a sufficient period of time to allow for a recovery of the cost of the security in value, the Company concludes that an OTTI has occurred, and the cost of the equity security is written down to the current fair value, with a corresponding charge to realized loss within the Consolidated Statements of Income. When assessing the Company’s ability and intent to hold the equity security to recovery of the cost of the security, the Company considers, among other things, the severity and duration of the decline in fair value of the equity security, as well as the cause of decline, a fundamental analysis of the liquidity, business prospects and overall financial condition of the issuer.

The Company reviewed its investment portfolio in relation to its OTTI policy and determined the Company did not need to record a credit related OTTI loss, nor recognize a non-credit related OTTI loss in other comprehensive income for the three months and six months ended June 30, 2014 or 2013.

The fair value and amount of unrealized losses segregated by the time period the investment has been in an unrealized loss position were as follows (in thousands):

Table of Contents

	June 30, 2014
	Less than 12 months							Greater than 12 months							Total
	Number of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses and Non-Credit OTTI			Number of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses and Non-Credit OTTI			Number of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses and Non-Credit OTTI
Debt Securities:
U.S. Government and agencies		-	$	-	$	-			3	$	3,407	$	(110	)		3	$	3,407	$	(110	)
Obligations of states and political subs		33		105,800		(2,173	)		55		174,076		(4,300	)		88		279,876		(6,473	)
Corporate securities		53		90,112		(1,539	)		26		76,375		(1,604	)		79		166,487		(3,143	)
Residential mortgage-backed securities		4		29,864		(685	)		9		47,676		(1,434	)		13		77,540		(2,119	)
Commercial mortgage-backed securities		3		5,087		(141	)		2		7,826		(244	)		5		12,913		(385	)
Other asset-backed securities		2		4,071		(6	)		-		-		-			2		4,071		(6	)
Total debt securities		95		234,934		(4,544	)		95		309,360		(7,692	)		190		544,294		(12,236	)
Equity Securities:
Common stock		21		16,159		(620	)		3		1,578		(91	)		24		17,737		(711	)
Total equity securities		21		16,159		(620	)		3		1,578		(91	)		24		17,737		(711	)
Total securities		116	$	251,093	$	(5,164	)		98	$	310,938	$	(7,783	)		214	$	562,031	$	(12,947	)

	December 31, 2013
	Less than 12 months							Greater than 12 months							Total
	Number of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses and Non-Credit OTTI			Number of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses and Non-Credit OTTI			Number of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses and Non-Credit OTTI
Debt Securities:
U.S. Government and agencies		5	$	6,181	$	(91	)		1	$	903	$	(97	)		6	$	7,084	$	(188	)
Obligations of states and political subs		103		285,264		(16,218	)		16		43,811		(3,903	)		119		329,075		(20,121	)
Corporate securities		121		259,581		(10,663	)		8		16,734		(1,272	)		129		276,315		(11,935	)
Residential mortgage-backed securities		13		72,458		(3,879	)		1		8,095		(858	)		14		80,553		(4,737	)
Commercial mortgage-backed securities		5		12,451		(868	)		-		-		-			5		12,451		(868	)
Other asset-backed securities		4		8,522		(40	)		-		-		-			4		8,522		(40	)
Total debt securities		251		644,457		(31,759	)		26		69,543		(6,130	)		277		714,000		(37,889	)
Equity Securities:
Perpetual preferred stock		-		-		-			-		-		-			-		-		-
Common stock		15		12,112		(444	)		-							15		12,112		(444	)
Total equity securities		15		12,112		(444	)		-		-		-			15		12,112		(444	)
Total securities		266	$	656,569	$	(32,203	)		26	$	69,543	$	(6,130	)		292	$	726,112	$	(38,333	)

NOTE 3 – Fair Value Measurements

According to accounting guidance for fair value measurements and disclosures, fair value is the price that would be received in the sale of an asset or would be paid in the transfer of a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The guidance establishes a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”).

The estimated fair values of the Company’s fixed investment portfolio are based on prices provided by a third party pricing service and a third party investment manager. The prices provided by these services are based on quoted market prices, when available, non-binding broker quotes, or matrix pricing. The third party pricing service and the third party investment manager provide a single price or quote per security and the Company has not historically adjusted security prices. The Company obtains an understanding of the methods, models and inputs used by the third party pricing service and the third party investment manager, and has controls in place to validate that amounts provided represent fair values. The Company’s control process includes, but is not limited to, an initial and ongoing evaluation of the methodologies used, a review of specific securities and an assessment for proper classification within the fair value hierarchy. The hierarchy level assigned to each security in the Company’s available for sale portfolio is based upon its assessment of the transparency and reliability of the inputs used in the valuation as of the measurement date. The three hierarchy levels are defined as follows:

Table of Contents

Level 1 – Valuations that are based on unadjusted quoted prices in active markets for identical securities. The fair value of exchange-traded preferred and common equities, and mutual funds included in the Level 1 category were based on quoted prices that are readily and regularly available in an active market. The fair value measurements that were based on Level 1 inputs comprise 6.6% of the fair value of the total investment portfolio.

Level 2 – Valuations that are 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 securities included in the Level 2 category were based on the market values obtained from a third party pricing service that were evaluated using pricing models that vary by asset class and incorporate available trade, bid and other observable market information. The third party pricing service monitors market indicators, as well as industry and economic events. The Level 2 category includes corporate bonds, government and agency bonds, asset-backed, residential mortgage-backed and commercial mortgage-backed securities and municipal bonds. The fair value measurements that were based on Level 2 inputs comprise 93.2% of the fair value of the total investment portfolio.

Level 3 – Valuations that are derived from techniques in which one or more of the significant inputs are unobservable and/or involve management judgment and/or are based on non-binding broker quotes. The fair value measurements that were based on Level 3 inputs comprise 0.2% of the fair value of the total investment portfolio.

For corporate, government and municipal bonds, the third party pricing service utilizes a pricing model with standard inputs that include benchmark yields, reported trades, issuer spreads, two-sided markets, benchmark securities, market bids/offers, and other reference data observable in the marketplace. The model uses the option adjusted spread methodology and is a multi-dimensional relational model. All bonds valued under these techniques are classified as Level 2.

For asset-backed, residential mortgage-backed and commercial mortgage-backed securities, the third party pricing service valuation methodology includes consideration of interest rate movements, new issue data, monthly remittance reports and other pertinent data that is observable in the marketplace. This information is used to determine the cash flows for each tranche and identifies the inputs to be used such as benchmark yields, prepayment assumptions and collateral performance. All asset-backed, residential mortgage-backed and commercial mortgage-backed securities valued under these methods are classified as Level 2.

Table of Contents

Also included in Level 2 valuation are interest rate swap agreements the Company utilizes to hedge the floating interest rate on its debt, thereby changing the variable rate exposure to a fixed rate exposure for interest on these obligations. The estimated fair value of the interest rate swaps is obtained from the third party financial institution counterparties and measured using discounted cash flow analysis that incorporates significant observable inputs, including the LIBOR forward curve, derivative counterparty spreads, and measurements of volatility.

The Level 3 securities consist of 17 securities totaling $3.7 million or 0.2% of the total investment portfolio. These primarily represent asset-backed securities and corporate debt securities that have a principal protection feature supported by a U.S. Treasury strip. To fair value all 17 of these securities, the third party investment manager used benchmarking techniques based upon industry sector, rating and other factors.

Also included in Level 3 valuation are the conversion feature within the Notes (as defined in Note 5 ~ Derivative Instruments) and the convertible senior notes hedge. The estimated fair values of both the conversion feature and the convertible senior notes hedge are obtained from the third party financial institution counterparties valued using non-binding broker quotations and significant unobservable inputs.

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis, classified by the valuation hierarchy as of June 30, 2014 (in thousands):

				Fair Value Measurements Using
	June 30, 2014			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
	Total			(Level 1)		(Level 2)			(Level 3)
Debt Securities:
U.S. Government and agencies	$	25,058		$	-	$	25,058		$	-
Obligations of states and political subs		733,598			-		733,598			-
Corporate securities		573,459			-		572,418			1,041
Residential mortgage-backed securities		110,603			-		110,603			-
Commercial mortgage-backed securities		24,985			-		24,859			126
Other asset-backed securities		20,764			-		18,273			2,491
Total debt securities available for sale		1,488,467			-		1,484,809			3,658
Equity Securities:
Common stock		105,258			105,258		-			-
Total equity securities available for sale		105,258			105,258		-			-
Total securities available for sale	$	1,593,725		$	105,258	$	1,484,809		$	3,658
Derivatives:
Derivatives - interest rate swaps	$	(301	)	$	-	$	(301	)	$	-
Cash conversion feature of cash convertible notes		(17,985	)		-		-			(17,985	)
Purchased cash convertible note hedge		17,985			-		-			17,985
Total derivatives	$	(301	)	$	-	$	(301	)	$	-
Total securities available for sale and derivatives	$	1,593,424		$	105,258	$	1,484,508		$	3,658

Table of Contents

The following table presents changes in Level 3 available for sale investments and derivatives measured at fair value on a recurring basis as of June 30, 2014 (in thousands):

	Fair Value Measurement Using Significant Unobservable Inputs - Level 3
Balance as of December 31, 2013	$	3,497

Total gains or losses (realized/unrealized):
Included in earnings		46
Included in other comprehensive income		260

Purchases		-
Issuances		-
Settlements		(145	)

Transfers in and out of Level 3		-
Balance as of June 30, 2014	$	3,658

There were no credit losses for the period included in earnings attributable to the change in unrealized losses on Level 3 assets still held at the reporting date.

The Company’s policy on recognizing transfers between hierarchy levels is applied at the end of each reporting period. There were no transfers between Levels 1, 2 and 3 for the three months and six months ended June 30, 2014 and 2013, respectively.

NOTE 4 – Debt

Credit Facilities

On August 29, 2012, the Company executed $130.0 million in senior credit facilities (the “Credit Facilities”). The Credit Facilities included a $30.0 million term loan facility and a $100.0 million revolving credit facility.

On September 19, 2013, the Company amended the Credit Facilities pursuant to a Second Amendment to Credit Agreement and Waiver (the “Amendment”). Under the Amendment, the term loan facility continues to have a four year term and the same amortization period. As of June 30, 2014, the outstanding balance on the Company’s term loan facility was $19.5 million. The Amendment reduced available borrowing under the revolving credit facility from $100.0 million to $30.0 million with further periodic reductions to $21.0 million as of March 31, 2016. The Amendment also established an amortization schedule for the revolving credit facility beginning on September 30, 2014. The Company has $20.0 million outstanding under its revolving credit facility and $0.1 million in letters of credit as of June 30, 2014. The undrawn portion of the revolving credit facility, which was $9.9 million as of June 30, 2014, is available to finance working capital and for other general corporate purposes, including but not limited to, surplus contributions to its Insurance Company Subsidiaries to support premium growth or strategic acquisitions.

Table of Contents

The principal amount outstanding under the Credit Facilities provides for interest at either the Alternative Base Rate (“ABR”) or the London interbank offered rate (“LIBOR”). ABR borrowings under the Credit Facilities will bear interest at the greatest of (a) the Administrative Agent’s prime rate, (b) the federal funds effective rate plus 0.5%, or (c) the adjusted LIBOR for a one-month period plus 1.0%, in each case, plus a margin that is adjusted on the basis of Company’s consolidated leverage ratio. Eurodollar borrowings under the Credit Facilities will bear interest at the adjusted LIBOR for the interest period in effect plus a margin that is adjusted on the basis of Company’s consolidated leverage ratio. In addition, the Credit Facilities provide for an unused facility fee ranging between twenty-five basis points and thirty-seven and a half basis points, based on the Company’s consolidated leverage ratio as defined by the Credit Facilities. At June 30, 2014, the interest rate on the Company’s term loan was 2.75%, which consisted of a weighted fixed rate of 0.25%, plus an applicable margin of 2.50%, as described in Note 5 ~ Derivative Instruments. At June 30, 2014, the interest rate on the Company’s revolving credit facility was 0.25%, plus a 2.50% margin.

Additionally, under the Amendment, the financial covenants applicable to the Credit Facilities consist of: (1) minimum consolidated net worth of $365,697,000 as of the effective date of the Amendment, with quarterly increases thereafter of the sum of (a) seventy-five percent of positive net income and (b) seventy-five percent of increases in shareholders’ equity by reason of the issuance and sale of equity interests, if any, (2) minimum Risk Based Capital Ratio for all material Insurance Company Subsidiaries of 1.75 times Company Action Level, (3) maximum permitted consolidated leverage ratio of (i) 0.375 to 1.00 at any time prior to September 30, 2014, or (ii) 0.35 to 1.00 at any time on or after September 30, 2014, (4) minimum consolidated fixed charge coverage ratio of 1.25 to 1.00, and (5) minimum A.M. Best rating of “B++” for all Insurance Company Subsidiaries. As of June 30, 2014, the Company was in compliance with these debt covenants.

FHLBI

During 2011, certain of the Insurance Company Subsidiaries (Star, Williamsburg and Ameritrust) became members of the Federal Home Loan Bank of Indianapolis (“FHLBI”). As a member of the FHLBI, these subsidiaries have the ability to borrow on a collateralized basis at relatively low borrowing rates providing a source of liquidity. As of June 30, 2014, the Company had borrowed $30.0 million from the FHLBI after pledging as collateral residential mortgage-backed securities (“RMBS”) having a carrying value of $37.9 million, and making a FHLBI common stock investment of approximately $1.6 million. The Company has the ability to increase its borrowing capacity through purchasing additional investments in FHLBI and pledging additional securities. The Company retains all the rights regarding the collateralized RMBS.

Table of Contents

Debentures

The following table summarizes the principal amounts and variables associated with the Company’s debentures (in thousands):

Year of Issuance	Description	Year Callable	Year Due	Interest Rate Terms	Interest Rate at June 30, 2014 (1)			Principal Amount

2003	Junior subordinated debentures	2008	2033	Three-month LIBOR, plus 4.05%		4.28	%	$	10,310
2004	Senior debentures	2009	2034	Three-month LIBOR, plus 4.00%		4.22	%		13,000
2004	Senior debentures	2009	2034	Three-month LIBOR, plus 4.20%		4.43	%		12,000
2005	Junior subordinated debentures	2010	2035	Three-month LIBOR, plus 3.58%		3.81	%		20,620
	Junior subordinated debentures (2)	2007	2032	Three-month LIBOR, plus 4.00%		4.23	%		15,000
	Junior subordinated debentures (2)	2008	2033	Three-month LIBOR, plus 4.10%		4.32	%		10,000
					Total			$	80,930

(1) The underlying three-month LIBOR rate varies as a result of the interest rate reset dates used in determining the three-month LIBOR rate, which varies for each long-term debt item each quarter.

(2) Represents the junior subordinated debentures acquired in conjunction with our merger with ProCentury (the “ProCentury Merger”) on July 31, 2008.

Excluding the junior subordinated debentures acquired in conjunction with the ProCentury Merger, the Company received a total of $53.3 million in net proceeds from the issuances of the above long-term debt, of which $26.2 million was contributed to the surplus of its Insurance Company Subsidiaries and the remaining balance was used for general corporate purposes.

The junior subordinated debentures issued in 2003 and 2005 were issued in conjunction with the issuance of $10.0 million and $20.0 million in mandatory redeemable trust preferred securities to a trust formed by an institutional investor from the Company’s unconsolidated subsidiary trusts, Meadowbrook Capital Trust I and Meadowbrook Capital Trust II, respectively.

The junior subordinated debentures acquired in the ProCentury Merger were issued in conjunction with the issuance of $15.0 million and $10.0 million in floating rate trust preferred securities to a trust formed from the Company’s unconsolidated trust, ProFinance Statutory Trust I and ProFinance Statutory Trust II.

The junior subordinated debentures are unsecured obligations of the Company and are junior to the right of payment to all senior indebtedness of the Company. The Company has guaranteed that the payments made to the four trusts mentioned above will be distributed to the holders of the respective trust preferred securities.

The Company estimates that the fair value of the above mentioned junior subordinated debentures and senior debentures issued approximate the gross proceeds of cash received at the time of issuance.

Table of Contents

Cash Convertible Senior Notes

On March 18, 2013, the Company issued $100.0 million of 5.0% cash convertible senior notes (the “Notes”), which mature on March 15, 2020. Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2013. Until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes solely into cash at any time on or after September 15, 2019 or earlier under certain circumstances determined by: (i) the market price of the Company’s stock, (ii) the trading price of the Notes, or (iii) the occurrence of specified corporate transactions. The notes are not convertible into Meadowbrook common stock or any other securities under any circumstances. The initial conversion rate is 108.8732 shares of common stock per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $9.18 per share), subject to adjustment upon the occurrence of certain events. Additionally, in the event of a fundamental change, the holders may require the Company to repurchase the Notes for a cash price equal to 100% of the principal, plus any accrued and unpaid interest. The proceeds from the issuance of the Notes were bifurcated into a debt component and an embedded conversion option component.

Due to the bifurcation, the debt component reflects an original issue discount (“OID”) of $12.9 million which will be amortized into interest expense over the term of the Notes. After considering the contractual interest payments and amortization of the OID, the Notes’ effective interest rate is 7.4%.

The following table shows the amounts recorded for the debt component of the Notes as of June 30, 2014 and December 31, 2013 (in thousands):

	June 30, 2014			December 31, 2013
Outstanding principal	$	100,000		$	100,000
Unamortized OID		(11,019	)		(11,777	)
Total debt component	$	88,981		$	88,223

Deferred issuance costs of $3.7 million will also be amortized into interest expense over the term of the Notes. Interest expense on the Notes, including amortization of deferred issuance costs, was $1.7 million for the three months ended June 30, 2014 and 2013. Interest expense on the Notes, including amortization of deferred issuance costs, was $3.5 million and $2.0 million for the six months ended June 30, 2014 and 2013, respectively.

As the conversion feature is structured under the cash settlement method, the embedded conversion option is reported as a derivative liability.

In connection with the offering of the Notes, the Company also entered into cash convertible senior notes hedge transactions (the “Note Hedges”) and warrant transactions (the “Warrants”) with respect to its common stock with certain counter-parties. Upon conversion, the Note Hedges are intended to offset potential cash payments in excess of the principal of the Notes. The Note Hedges and Warrants are separate transactions, entered into by the Company with certain counter-parties and are not part of the terms of the Notes.

Table of Contents

The Company paid $12.9 million for the Note Hedges, which are exercisable upon conversion of the Notes. The Note Hedges are structured under the cash settlement method and are accounted for as a derivative asset.

The Company received $3.0 million for the warrants sold to certain counter-parties. The warrants have a strike price of $11.69 and will be net share settled, meaning the Company will issue a number of shares per warrant corresponding to the difference between its share price on each warrant exercise date and the exercise price. The warrants meet the definition of derivatives under the guidance in Accounting Standards Codification (ASC) 815; however, because these instruments have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification under ASC 815-40, the warrants have been accounted for as an adjustment to the Company’s paid-in-capital.

If the market value per share of the Company’s common stock exceeds the strike price of the warrants, the warrants will have a dilutive effect on the Company’s net income per share and the Company will use the “treasury stock” method in calculating the dilutive effect on earnings per share.

NOTE 5 – Derivative Instruments

The Company has entered into interest rate swap transactions to mitigate its interest rate risk on its existing debt obligations. These interest rate swap transactions have been designated as cash flow hedges and are deemed highly effective hedges. These interest rate swap transactions are recorded at fair value on the balance sheet, with gross unrealized gains reported as other assets and gross unrealized losses reported as other liabilities. The effective portion of the changes in fair value is accounted for within other comprehensive income. The interest differential to be paid or received is accrued and recognized as an adjustment to interest expense.

The following table summarizes the rates and amounts associated with the Company’s interest rate swaps (in thousands):

Effective Date	Expiration Date	Debt Instrument	Counterparty Interest Rate Terms	Fixed Rate			Fixed Amount at June 30, 2014

9/8/2010	5/24/2016	Senior debentures	Three-month LIBOR, plus 4.20%		6.248	%		5,000
9/16/2010	9/15/2015	Junior subordinated debentures	Three-month LIBOR, plus 3.58%		6.160	%		10,000
9/16/2010	9/15/2015	Junior subordinated debentures	Three-month LIBOR, plus 3.58%		6.190	%		10,000
5/24/2011	5/24/2016	Senior debentures	Three-month LIBOR, plus 4.20%		6.472	%		7,000
9/28/2012	8/30/2016	Term loan (1)	Three-month LIBOR		0.714	%		19,500
4/29/2013	4/29/2023	Senior debentures	Three-month LIBOR, plus 4.00%		6.250	%		13,000
6/30/2013	6/30/2023	Junior subordinated debentures	Three-month LIBOR, plus 4.05%		6.340	%	$	10,000
8/15/2013	8/15/2023	Junior subordinated debentures (2)	Three-month LIBOR		2.180	%		10,000
9/4/2013	9/4/2023	Junior subordinated debentures (2)	Three-month LIBOR		2.270	%		15,000
				Total			$	99,500

(1) The Company is required to make fixed rate interest payments on the current balance of the term loan, amortizing in accordance with the term loan amortization schedule. The Company fixed only the variable interest portion of the loan. The actual interest payments associated with the term loan also include an additional rate of 2.50% in accordance with the Credit Facilities.

(2) The Company fixed only the variable interest portion of the debt. The actual interest payments associated with the debentures also include an additional rate of 4.10% and 4.00% on the $10.0 million and $15.0 million debentures, respectively.

Table of Contents

In relation to the above interest rate swaps, the net interest expense incurred for the three months ended June 30, 2014 and 2013 was approximately $0.4 million and $0.6 million, respectively. The net interest expense incurred for the six months ended June 30, 2014 and 2013 was approximately $0.9 million and $1.3 million, respectively.

As of June 30, 2014, the total fair value of the interest rate swaps was ($0.3 million), which reflects a gross unrealized gain position of $0.7 million and a gross unrealized loss position of ($1.0 million). As of December 31, 2013, the total fair value of the interest rate swaps was $1.6 million, which reflects a gross unrealized gain position of $2.9 million and a gross unrealized loss position of ($1.3 million). At June 30, 2014 and December 31, 2013, accumulated other comprehensive income included accumulated loss on the cash flow hedge, net of taxes, of approximately ($0.2 million) and accumulated gain on the cash flow hedge, net of taxes, of approximately $1.0 million, respectively. The Company does not net the unrealized gains and losses in the financial statements.

Cash Convertible Senior Notes and Note Hedges

In order to offset the risk associated with the cash conversion feature of the Notes, the Company entered into the Note Hedges. Both the cash conversion feature and the Note Hedges are measured at fair value with gains and losses recorded in the Company’s Consolidated Statements of Income.

At June 30, 2014, the cash conversion feature of the Notes had a fair market value of ($18.0 million) and the Note Hedges had a fair market value of $18.0 million. At December 31, 2013, cash conversion feature of cash convertible notes had a fair market value of ($16.8 million) and the Note Hedges had a fair market value of $16.8 million.

NOTE 6 – Restricted and Non-Restricted Stock Awards

On February 23, 2011 and 2010, the Company issued 28,500 and 202,500 restricted stock awards, respectively, to named executive officers and other members of management of the Company, out of its 2002 Amended and Restated Stock Option Plan (the “Plan”). No restricted stock awards were issued in 2012, 2013 or 2014. The restricted stock awards vest over a four year period, with the first twenty percent vesting immediately on the date issued (i.e., February 23) and the remaining eighty percent vesting annually on a straight line basis over the requisite four year service period. The unvested restricted stock awards are subject to forfeiture in the event the employee is terminated for “Good Cause” or voluntarily resigns their employment without “Good Reason” as provided for in the employee’s respective employment agreements. The Company recorded approximately $14,000 and $82,000 of restricted stock awards compensation expense for the three months ended June 30, 2014 and 2013, respectively. The Company recorded approximately $68,000 and $164,000 of restricted stock awards compensation expense for the six months ended June 30, 2014 and 2013, respectively. The total compensation cost related to the unvested portion of the awards that have not been recognized as of June 30, 2014 and 2013 was approximately $35,000 and $270,000, respectively. The Plan expired in 2012 so any future award will be issued out of the Company’s 2009 Equity Compensation Plan, which was previously approved by shareholders.

Table of Contents

On February 13, 2014, and February 13, 2013, the Company issued 2,400 non-restricted stock awards to each outside member of the Board of Directors, which vested immediately. On May 16, 2014, the Company issued a 2,400 non-restricted stock award to a newly elected member of the Board of Directors, which vested immediately. The Company recorded approximately $16,000 and $0 of non-restricted stock awards compensation expense for the three months ended June 30, 2014 and 2013, respectively. The Company recorded approximately $136,000 and $137,000 of non-restricted stock awards compensation expense for the six months ended June 30, 2014 and 2013, respectively.

NOTE 7 – Shareholders’ Equity

At June 30, 2014, shareholders’ equity was $446.5 million, or a book value of $8.91 per common share, compared to $413.4 million, or a book value of $8.29 per common share, at December 31, 2013.

The Company’s Share Repurchase Plan expired on October 28, 2013. For the three months and six months ended June 30, 2013, there were no share repurchases.

When evaluating the declaration of a dividend, the Company’s Board of Directors considers a variety of factors including, but not limited to, cash flow, liquidity needs, results of operations, industry conditions, and our overall financial condition. As a holding company, the ability to pay cash dividends is partially dependent on dividends and other permitted payments from its Insurance Company Subsidiaries. Additionally, pursuant to the Amendment (Note 4 ~ Debt) the Company cannot pay quarterly dividends in excess of the lesser of $0.02 per share or $1.25 million in the aggregate without the bank’s prior approval.

The Company paid dividends to its common shareholders of $2.0 million for each of the six months ended June 30, 2014 and 2013.

On August 1, 2014, the Company’s Board of Directors declared a quarterly dividend of $0.02 per common share. The dividend is payable on August 29, 2014, to shareholders of record as of August 18, 2014.

Table of Contents

NOTE 8 – Earnings Per Share

Basic earnings per share are based on the weighted average number of common shares outstanding during the year, while diluted earnings per share includes the weighted average number of common shares and potential dilution from shares issuable pursuant to stock awards using the treasury stock method.

The following table is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three months and six months ended June 30 (in thousands, except per share amounts):

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2014		2013			2014		2013
Net income (loss)	$	5,764	$	(113,058	)	$	16,120	$	(105,976	)

Common shares:
Basic
Weighted average shares outstanding		50,091,984		49,887,200			50,034,349		49,855,716

Diluted
Weighted average shares outstanding		50,091,984		49,887,200			50,034,349		49,855,716
Dilutive effect of:
Share awards under long term incentive plan		-		-			-		-
Total		50,091,984		49,887,200			50,034,349		49,855,716

Net income (loss) per common share
Basic	$	0.12	$	(2.27	)	$	0.32	$	(2.13	)
Diluted	$	0.12	$	(2.27	)	$	0.32	$	(2.13	)

NOTE 9 – Goodwill

The Company evaluates existing goodwill for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill impairment is performed at the reporting unit level.

In accordance with accounting guidance, the Company concluded its reporting units to be specialty insurance operations and agency operations. The nature of the business and economic characteristics of all agency operations and all specialty insurance operations are similar based upon, but not limited to, the following; (1) management alignment within each reporting unit, (2) the Company’s Insurance Company Subsidiaries operating under a reinsurance pooling arrangement, and (3) the ability of the Company to leverage its expertise and fixed costs within each reporting unit.

Table of Contents

Pursuant to ASC 350 Goodwill and Other Intangible Assets, goodwill and intangible assets with indefinite lives must be tested for impairment at least once a year or more frequently if management believes indicators of impairment exist. Carrying values are compared with fair values, and when the carrying value exceeds the fair value, the carrying value of the impaired asset is reduced to its fair value. The performance of the test involves a two-step process. Step One of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the Company performs Step Two to determine the amount of impairment loss. Step Two analysis involves determining the potential impairment of goodwill as the difference between the carried goodwill and the hypothetical fair value of enterprise less the fair value of the tangible net assets and less the estimation of identifiable intangible assets, such as agent relationships, licenses, trademarks and other intangibles that are not carried on the books at fair value.

Estimating the fair value of reporting units is a subjective process involving the use of estimates and judgments, particularly related to future cash flows, discount rates (including market risk premiums) and market multiples. The fair values of the reporting units were determined using a blend of two commonly used valuation techniques, the market approach and the income approach. The Company gives consideration to two valuation techniques, as either technique can be an indicator of value. For the market approach, valuations of reporting units were based on an analysis of price multiples of net income, net book value and net tangible book value. The peer group price multiples used in the analysis were selected based on management’s judgment. For the income approach, the Company estimated future cash flows using a discounted cash flow model (“DCF model”). A DCF model was selected to be comparable to what would be used by market participants to estimate fair value. The DCF model incorporated expected future growth rates, terminal value amounts, and the applicable weighted-average cost of capital to discount estimated cash flows. The projections used in the estimate of fair value are consistent with the Company’s forecast and long-range plans.

On August 2, 2013, A.M. Best (insurance industry rating agency) downgraded Meadowbrook's issuer credit rating, as well its financial strength ratings and the issuer credit ratings of its subsidiaries after the Company reported weaker-than-anticipated second-quarter results. Subsequent to the announcement, the Company’s stock price decreased by 10%. These events represented a triggering event for potential goodwill impairment. The Company completed an interim goodwill impairment evaluation as of June 30, 2013, as required under ASC 350, and determined that a goodwill impairment existed in the Specialty Insurance Operations (SIO) reporting unit, as the carrying value of the unit exceeded its fair value. After further analysis, the Company recorded a provisional impairment adjustment of $115.4 million at June 30, 2013. This provisional adjustment represented a full impairment of SIO’s reporting unit’s goodwill.

The carrying amount of the goodwill was $5.6 million at June 30, 2014 and December 31, 2013 and represented goodwill attributable to the Company’s Agency Operations reporting unit. There were no triggering events in 2014 related to such goodwill.

The following summarizes the goodwill activity and beginning and ending balances for the six months ended June 30, 2014 and the year ended December 31, 2013 (in thousands):

Table of Contents

	Agency Operations		Specialty Insurance Operations			Total

Balance as of January 1, 2013		5,644		115,397			121,041
Goodwill Impairment		-		(115,397	)		(115,397	)
Balance at December 31, 2013		5,644		-			5,644
Goodwill Impairment		-		-			-
Balance at June 30, 2014		5,644		-			5,644

NOTE 10 – Commitments and Contingencies

The Company and its subsidiaries are subject at times to various claims, lawsuits and proceedings relating principally to alleged errors or omissions in the placement of insurance, claims administration, consulting services and other business transactions arising in the ordinary course of business. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Most of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by the policy of insurance at issue. We account for such activity through the establishment of unpaid loss and loss expense reserves. We also maintain errors and omissions insurance and extra-contractual coverage under reinsurance treaties related to the policy of insurance at issue or other appropriate insurance. In terms of any retentions or deductibles associated with such insurance, the Company has established accruals for such retentions or deductibles, when necessary, based upon current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss is reasonably estimable; then an accrual for the costs to resolve these claims is recorded by the Company in the accompanying consolidated balance sheets. Period expenses related to the defense of such claims are included in the accompanying consolidated statements of income. Management, with the assistance of outside counsel, adjusts such provisions according to new developments or changes in the strategy in dealing with such matters. On the basis of current information, the Company does not believe that there is a reasonable possibility that, other than with regard to the arbitration described below, any material loss exceeding amounts already accrued, if any, will result from any of the claims, lawsuits and proceedings to which the Company is subject to, either individually, or in the aggregate.

Table of Contents

Arbitration

The Company purchased a three year underlying per occurrence excess of loss reinsurance agreement (the “Retention Buy Down Treaty”) from a reinsurer (the “Reinsurer”), which reinsured the Company’s statutory workers’ compensation business for the period of January 1, 1999 through January 1, 2002. Under the Retention Buy Down Treaty, the Company ceded losses to the Reinsurer of approximately $42.6 million. The Company was also a party to an unrelated excess of loss treaty with another reinsurer for its workers’ compensation business covering the same periods (the “Excess of Loss Treaty”). Under the Excess of Loss Treaty, the Company’s retention was $250,000 per occurrence. The Company purchased the Retention Buy Down Treaty to reduce its $250,000 existing per occurrence retention to $100,000. In approximately 2008, a dispute arose between the Company and the Reinsurer as to how the Retention Buy Down Treaty applied to certain losses. When the Company and the Reinsurer could not come to a mutual understanding, the Company initiated arbitration proceedings requesting payment of its outstanding balance. On July 23, 2013, the arbitration panel issued an interim final award finding the Retention Buy Down Treaty did not include certain losses that the Company believed were subject to the Retention Buy Down Treaty.

During the arbitration, the Reinsurer sought from the Company an award of $1.6 million. This amount reflected the difference between what the Company claimed was due from the Reinsurer ($2.9 million) and what the Reinsurer claimed it was due back from the Company ($4.5 million). The panel awarded the Reinsurer $1.6 million, and $2.0 million in interest, plus attorney’s fees. Based upon the panel’s interpretation of the Retention Buy Down Treaty, the Company was required to reverse certain of its ceded incurred losses due from the Reinsurer. The Company recorded this change in ceded incurred losses during the second quarter of 2013. Notwithstanding the panel’s netting of the outstanding balances, the panel requested the Company submit additional documentation listing all programs covered by the Retention Buy Down Treaty and the Company's retained limit for each program. The Reinsurer was allowed to respond and submit its bill for attorney’s fees. The Company paid the $1.6 million and $2.0 million in interest, as required by the interim final award. On August 6, 2013, the Company submitted the above-mentioned additional documentation.

On August 9, 2013 the Reinsurer argued the Company’s submission was non-compliant. On August 12, 2013 and August 13, 2013, the panel (by majority) issued two orders: (1) the first order determined the Company’s submission of August 6, 2013 was non-compliant; and (2) the second order modified the terms of the interim final award and limited the submissions to documents previously produced in the arbitration.

The Company filed a complaint in state court to vacate and/or modify the interim final award.

On August 21, 2013, the Company brought a Motion to Stay Proceedings before the panel, because it had discovered evidence of what it believed were improper ex parte contacts between the Reinsurer’s lawyer and the arbitrator appointed by the Reinsurer. On August 29, 2013, the panel (by majority) denied the Company’s Motion to Stay Proceedings.

Subsequently, the Company filed a Motion to Stay the Arbitration in the state court requesting discovery to investigate what the Company believed was a “tainted” arbitration panel. The Reinsurer removed the case to the United States District Court for the Eastern District of Michigan.

On September 4, 2013, the Reinsurer filed a response to the Company’s submission before the panel seeking an additional $25 million in damages from the Company. On September 10, 2013, the Company filed a motion seeking a preliminary injunction from the federal court requesting the court enjoin the panel from issuing any further decisions.

Table of Contents

On September 12, 2013, the federal court granted the Company’s preliminary injunction enjoining the panel from issuing any further decisions, finding the Company would likely succeed on its underlying complaint seeking to vacate the interim final award due to the strong evidence of: (1) improper ex parte communications between the arbitrator appointed by the Reinsurer and its lawyer; (2) a breach of the arbitration provision within the Retention Buy Down Treaty, because the Reinsurer’s arbitrator and the neutral arbitrator issued two substantive orders without the knowledge or input from the Company’s arbitrator; and (3) failing to disclose to the Company certain relationships between the Reinsurer and its arbitrator.

The Reinsurer appealed the preliminary injunction. On April 9, 2014, the Sixth Circuit Court of Appeals issued an opinion and order finding the trial court did not have jurisdiction to issue its preliminary injunction enjoining the panel. The appellate court found that the Company could challenge the fairness of the proceedings and partiality of the arbitrators after a final award was issued.

On July 25, 2014, the panel issued its final award. The panel (by majority) awarded the reinsurer approximately $10.9 million, plus interest. The Company immediately filed a complaint in federal district court to vacate and/or modify the arbitration award(s) for the same reasons the court previously granted the Company’s request for a preliminary injunction : (1) improper ex parte communications between the arbitrator appointed by the Reinsurer and its lawyer; (2) breach of the Retention Buy Down Treaty’s arbitration provision because the Reinsurer’s arbitrator and the neutral arbitrator issued two substantive orders without input from the Company’s arbitrator; and (3) failure to disclose to the Company certain relationships between the Reinsurer and its arbitrator. In addition, the following additional grounds were included in the complaint: (1) financial conflict of interest on the part of the Reinsurer’s arbitrator; (2) breach of the Retention Buy Down Treaty’s arbitration provision because the Reinsurer’s arbitrator was not a “disinterested” arbitrator and was “under the control of” the Reinsurer; (3) evident partiality of the neutral arbitrator; (4) failure to consider material evidence, in accordance with Michigan law; (5) improper interpretation and re-writing of the treaty; and (6) improper award of interest and attorney fees contrary to Michigan law. The Reinsurer may dispute the amount of the final award in the federal court action.

The Company intends to vigorously pursue its complaint to vacate the arbitration award(s). While the Company believes it will succeed upon the merits, given the inherent uncertainty surrounding the conclusion of this proceeding, an adverse outcome in this matter could have a material impact on our results of operations or cash flows on a particular quarter or annual period. If this matter is resolved against the Company, we currently estimate the Company would suffer a loss of approximately $10.9 million, plus interest.

Table of Contents

Securities Class Actions

In August and October 2013, two putative class action complaints were filed in the United States District Court for the Southern District of New York against the Company, Robert Cubbin and Karen Spaun. The cases were subsequently consolidated and on April 25, 2014, the plaintiffs filed a Consolidated Amended Class Action Complaint naming the same defendants, on behalf of a putative class consisting of all persons who purchased the Company’s stock between February 17, 2009 and February 21, 2014 (the “Class Period”). The Consolidated Amended Complaint alleges that during the purported Class Period, the defendants made materially false and misleading statements relating to the Company’s reserves and reported goodwill. On July 7, 2014, the defendants filed a motion to dismiss the Consolidated Amended Class Action Complaint. The Court has not yet ruled on the motion. The Company intends to vigorously defend against these claims. The Company has not accrued any amounts for the securities class actions as the Company does not believe, based upon current information, that a loss relating to these matters is probable, and an estimate of a range of potential loss relating to these matters, cannot reasonably be made.

NOTE 11 – Accumulated Other Comprehensive Income

The Company’s comprehensive income includes net earnings plus unrealized gain or loss on available-for-sale investment securities, net of tax. In reporting comprehensive earnings on a net basis in the income statement, we used a 35 percent tax rate. The following table illustrates the amounts reclassified from accumulated other comprehensive income:

Table of Contents

Reclassifications out of accumulated other comprehensive income: Three Months Ended June 30, 2014 (in thousands)

Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income			Affected line item in the statement where net income is presented

Unrealized gain or loss on available for sale securities
	$	3,253		Net realized gains
		(1,139	)	Tax expense
	$	2,114		Net of tax

Reclassifications out of accumulated other comprehensive income: Three Months Ended June 30, 2013 (in thousands)

Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income			Affected line item in the statement where net income is presented

Unrealized gain or loss on available for sale securities
	$	2,907		Net realized gains
		(1,017	)	Tax expense
	$	1,890		Net of tax

Reclassifications out of accumulated other comprehensive income: Six Months Ended June 30, 2014 (in thousands)

Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income			Affected line item in the statement where net income is presented

Unrealized gain or loss on available for sale securities
	$	6,279		Net realized gains
		(2,198	)	Tax expense
	$	4,081		Net of tax

Reclassifications out of accumulated other comprehensive income: Six Months Ended June 30, 2013 (in thousands)

Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income			Affected line item in the statement where net income is presented

Unrealized gain or loss on available for sale securities
	$	3,195		Net realized gains
		(1,118	)	Tax expense
	$	2,077		Net of tax

Table of Contents

ITEM 2.

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

For the Periods ended June 30, 2014 and 2013

Forward-Looking Statements

This quarterly report may provide information including certain statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements regarding the intent, belief, or current expectations of management, including, but not limited to, those statements that use the words “believes,” “expects,” “anticipates,” “estimates,” or similar expressions. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, and results could differ materially from those indicated by such forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: actual loss and loss adjustment expenses exceeding our reserve estimates; competitive pressures in our business; the failure of any of the loss limitation methods we employ; a failure of additional capital to be available or only available on unfavorable terms; our geographic concentration and the business and economic conditions, natural perils, man made perils, and regulatory conditions within our most concentrated region; our ability to appropriately price the risks we underwrite; goodwill impairment risk employed as part of our growth strategy; efforts with regard to the review of strategic alternatives; actions taken by regulators, rating agencies or lenders, including the impact of the downgrade by A.M. Best of the Company’s Insurance Company Subsidiaries’ financial strength rating, the lowering of the outlook of this ratings from “stable” to “negative”, A.M. Best’s downgrade of our issuer credit rating and any other future action by A.M. Best with respect to such ratings; increased risks or reduction in the level of our underwriting commitments due to market conditions; a failure of our reinsurers to pay losses in a timely fashion, or at all; interest rate changes; continued difficult conditions in the global capital markets and the economy generally; market and credit risks affecting our investment portfolio; liquidity requirements forcing us to sell our investments; a failure to introduce new products or services to keep pace with advances in technology; the new federal financial regulatory reform; our holding company structure and regulatory constraints restricting dividends or other distributions by our Insurance Company Subsidiaries; minimum capital and surplus requirements imposed on our Insurance Company Subsidiaries; acquisitions and integration of acquired businesses resulting in operating difficulties, which may prevent us from achieving the expected benefits; our reliance upon producers, which subjects us to their credit risk; loss of one of our core selected producers; our dependence on the continued services and performance of our senior management and other key personnel; our reliance on our information technology and telecommunications systems; managing technology initiatives and obtaining the efficiencies anticipated with technology implementation; a failure in our internal controls; the cyclical nature of the property and casualty insurance industry; severe weather conditions and other catastrophes; the effects of litigation, including the previously disclosed arbitration and class action litigation or any similar litigation which may be filed in the future; state regulation; and assessments imposed upon our Insurance Company Subsidiaries to provide funds for failing insurance companies.

Table of Contents

For additional information with respect to certain of these and other factors, refer to the Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2013 and subsequent filings made with the United States Securities and Exchange Commission. We are not under any obligation to (and expressly disclaim any obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

Business Overview

We are a specialty niche focused commercial insurance underwriter, which also owns and operates insurance agencies and an insurance administration services company. We recognize revenue related to the services and coverages within the following categories: net earned premiums, management administrative fees, claims fees, commission revenue, net investment income, and net realized gains (losses).

We market and underwrite specialty property and casualty insurance programs and products on both an admitted and non-admitted basis through a broad and diverse network of independent retail agents, wholesalers, program administrators and general agents, who value service, specialized knowledge, and focused expertise. Program business refers to an aggregation of individually underwritten homogeneous risks that have similar characteristics and are distributed through a select group of agents. We seek to combine profitable underwriting, income from our net commissions and fees, investment returns and efficient capital management to deliver consistent long-term growth in shareholder value.

Through our agency operations, we also generate commission revenue, which represents 2.6% of our total consolidated revenues. Our agencies are located in Michigan, California, Massachusetts, and Florida and produce commercial, personal lines, life and accident and health insurance which are placed primarily with unaffiliated insurance carriers. Although our agencies are a minimal source of business for our Insurance Company Subsidiaries, the agency operations remain a core strategy enabling us to balance our sources of revenue and better understand the needs of independent agents within our own insurance carrier operations.

We compete in the specialty insurance market. Our wide range of specialty niche insurance expertise allows us to accommodate a diverse distribution network ranging from specialized program agents to insurance brokers. In the specialty market, competition tends to place considerable focus on availability, service and other tailored coverages in addition to price. Moreover, our broad geographical footprint enables us to function with a local presence on both a regional and national basis. We also have the capacity to write specialty insurance in both the admitted and non-admitted markets. These unique aspects of our business model enable us to compete on factors other than price.

Table of Contents

Critical Accounting Policies

In certain circumstances, we are required to make estimates and assumptions that affect amounts reported in our consolidated financial statements and related footnotes. We evaluate these estimates and assumptions periodically on an on-going basis based on a variety of factors. There can be no assurance, however, that actual results will not be materially different than our estimates and assumptions, and that reported results of operation will not be affected by accounting adjustments needed to reflect changes in these estimates and assumptions. The accounting estimates and related risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the United States Securities and Exchange Commission on March 5, 2014, are those that we consider to be our critical accounting estimates. For the three and six months ended June 30, 2014, there have been no material changes in regard to any of our critical accounting estimates.

Non-GAAP Financial Measures

Statutory Surplus

Statutory surplus is a non-GAAP measure with the most directly comparable financial GAAP measure being shareholders’ equity. The following is a reconciliation of statutory surplus to shareholders’ equity:

Meadowbrook Insurance Group, Inc.

Consolidated Statutory Surplus to GAAP Shareholders' Equity

For Period Ending: June 30, 2014

(in thousands)

Statutory Consolidated Surplus		$	507,700

Statutory to GAAP differences:
Deferred policy acquisition costs	64,629
Other	8,145

Total Statutory to GAAP differences			72,774

Total Non-Regulated Entities (1)			(133,947	)

GAAP Consolidated Shareholders' Equity		$