UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

 

 

FORM 10-Q

 

 

 

Commission File Number 1-14094

 

 

Meadowbrook Insurance Group, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

 

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 þ     No o

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o     Accelerated filer þ     Non-accelerated filer o

 

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

 

The aggregate number of shares of the Registrant’s Common Stock, $.01 par value, outstanding on August 2, 2006 was 28,841,816.

 

 

TABLE OF CONTENTS

 

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

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

MEADOWBROOK INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

 

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

MEADOWBROOK INSURANCE GROUP, INC.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

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

MEADOWBROOK INSURANCE GROUP, INC.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

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

MEADOWBROOK INSURANCE GROUP, INC.

 

CONSOLIDATED BALANCE SHEETS

 

 

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

MEADOWBROOK INSURANCE GROUP, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

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

 

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”), its wholly owned subsidiary Star Insurance Company (“Star”), and Star’s wholly owned subsidiaries, Savers Property and Casualty Insurance Company, Williamsburg National Insurance Company, and Ameritrust Insurance Corporation (which are collectively referred to as the “Insurance Company Subsidiaries”), and Preferred Insurance Company, Ltd. The consolidated financial statements also include Meadowbrook, Inc., Crest Financial Corporation, and their subsidiaries.

 

Pursuant to Financial Accounting Standards Board Interpretation Number (“FIN”) 46(R), the Company does not consolidate its subsidiaries, Meadowbrook Capital Trust I and II (the “Trusts”), as they are not variable interest entities and the Company is not the primary beneficiary of the Trusts. The consolidated financial statements, however, include the equity earnings of the Trusts. In addition and in accordance with FIN 46(R), the Company does not consolidate its subsidiary American Indemnity Insurance Company, Ltd. (“American Indemnity”). While the Company and its subsidiary Star are the common shareholders, they are not the primary beneficiaries of American Indemnity. The consolidated financial statements, however, include the equity earnings of American Indemnity.

 

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 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, 2006, 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 year ended December 31, 2005.

 

Certain amounts in the 2005 financial statements and notes to the consolidated financial statements have been reclassified to conform to the 2006 presentation.

 

Revenue Recognition

 

Premiums written, which include direct, assumed, and ceded 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.

 

For the six months ending June 30, 2006, total assumed written premiums were $34.7 million, of which $27.5 million, relates to assumed business the Company manages directly, and therefore, no estimation is involved. The remaining $7.2 million of assumed written premiums includes $6.6 million related to residual markets.

 

For the three months ending June 30, 2006, total assumed written premiums were $12.5 million, of which $9.3 million, relates to assumed business the Company manages directly. The remaining $3.2 million of assumed written premiums includes $3.1 million related to residual markets.

 

Assumed premium estimates are specifically related to the mandatory assumed pool business from the National Council on Compensation Insurance (“NCCI”), or residual market business. The pool cedes workers’ compensation business to participating companies based upon the individual company’s market share by state. The activity is reported from the NCCI to participating companies on a two quarter lag. To account for this lag, the Company estimates premium and loss activity based on historical and market based results. Historically, the Company has not experienced any material difficulties or disputes in collecting balances from NCCI; and therefore, no provision for doubtful accounts is recorded related to the assumed premium estimate.

 

In addition, certain premiums are subject to retrospective premium adjustments. Premium is recognized over the term of the insurance contract.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Fee income, which includes risk management consulting, loss control, and claims services, is recognized during the period 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.

 

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. Any commission adjustments that occur subsequent to the earnings process, are recognized upon notification from the insurance companies. Profit sharing commissions from insurance companies are recognized when determinable, which is when such commissions are received.

 

The Company reviews, on an ongoing basis, the collectibility of its receivables and establishes an allowance for estimated uncollectible accounts.

 

Realized gains or losses on sale of investments are determined on the basis of specific costs of the investments. Dividend income is recognized when declared and interest income is recognized when earned. Discount or premium on debt securities purchased at other than par value is amortized using the effective yield method. Investments with other than temporary declines in fair value are written down to their estimated net fair value and the related realized losses are recognized in income.

 

Earnings Per Share

 

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

 

Outstanding options of 129,731 and 622,592 for the six months ended June 30, 2006 and 2005, respectively, have been excluded from the diluted earnings per share, as they were anti-dilutive. Shares issuable pursuant to stock options included in diluted earnings per share were 288,765 and 318,122 for the six months ended June 30, 2006 and 2005, respectively. Restricted shares related to the Company’s Long Term Incentive Plan (“LTIP”) included in diluted earnings per share were 448,024 for the six months ended June 30, 2006. There were no shares related to the LTIP included in diluted earnings per share for the six months ended June 30, 2005.

 

Outstanding options of 129,731 and 622,592 for the three months ended June 30, 2006 and 2005, respectively, have been excluded from the diluted earnings per share, as they were anti-dilutive. Shares issuable pursuant to stock options included in diluted earnings per share were 308,400 and 313,901 for the three months ended June 30, 2006 and 2005, respectively. Restricted shares related to the Company’s LTIP included in diluted earnings per share were 442,663 for the three months ended June 30, 2006. There were no shares related to the LTIP included in diluted earnings per share for the three months ended June 30, 2005.

 

Recent Accounting Pronouncements

 

In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments.” Under current generally accepted accounting principles, an entity that holds a financial instrument with an embedded derivative must bifurcate the financial instrument, resulting in the host and the embedded derivative being accounted for separately. SFAS No. 155 permits, but does not require, entities to account for financial instruments with an embedded derivative at fair value thus negating the need to bifurcate the instrument between its host and the embedded derivative. SFAS No. 155 is effective for fiscal periods beginning after September 15, 2006. The Company does not expect that SFAS No. 155 will have a material impact on its consolidated financial statements.

 

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets.” SFAS No. 156 amends FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” to require that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. SFAS No. 156 permits, but does not require, the subsequent measurement of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

separately recognized servicing assets and servicing liabilities at fair value. An entity that uses derivative instruments to mitigate the risks inherent in servicing assets and servicing liabilities is required to account for those derivative instruments at fair value. SFAS No. 156 is effective for fiscal periods beginning after September 15, 2006. The Company does not expect that SFAS No. 156 will have a material impact on its consolidated financial statements.

 

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), which becomes effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting and reporting for uncertainties in the income tax law. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition, measurement, and presentation of uncertain tax positions taken or expected to be taken in an income tax return. The Company will commence evaluation of the impact of FIN 48, but currently believes the adoption of FIN 48 will not have a material impact on its consolidated financial statements or disclosure requirements.

 

Note 2 — Stock Options, Long Term Incentive Plan, and Deferred Compensation Plan

 

Effective January 1, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payment,” using the modified prospective application transition method. The Company previously adopted the requirements of recording stock options consistent with SFAS 123 and accounting for the change in accounting principle using the prospective method in accordance with SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — an amendment of FASB Statement No. 123.” Under the prospective method, stock-based compensation expense was recognized for awards granted after the beginning of the fiscal year in which the change is made, or January 1, 2003. Upon implementation of SFAS No. 148 in 2003, the Company recognized stock-based compensation expense for awards granted after January 1, 2003.

 

Prior to the adoption of SFAS No. 148, the Company applied the intrinsic value-based provisions set forth in APB Opinion No. 25. Under the intrinsic value method, compensation expense is determined on the measurement date, which is the first date when both the number of shares the employee is entitled to receive, and the exercise price are known. Compensation expense for each quarter resulting from stock options granted by the Company was determined based upon the difference between the exercise price and the fair market value of the underlying common stock at the date of grant. The Company’s Stock Option Plan requires the exercise price of the grants to be at the current fair market value of the underlying common stock.

 

Upon adoption of SFAS No. 123(R) on January 1, 2006, the Company was required to recognize as an expense in the financial statements all share-based payments to employees based on their fair values. SFAS No. 123(R) requires forfeitures to be estimated in calculating the expense relating to the share-based payments, as opposed to recognizing any forfeitures and the corresponding reduction in expense as they occur. In addition, SFAS No. 123(R) requires any tax savings resulting from tax deductions in excess of compensation expense be reflected in the financial statements as a cash inflow from financing activities, rather than as an operating cash flow as in prior periods. The pro forma disclosures previously permitted under SFAS 123, are no longer an alternative to financial statement recognition. As indicated, the Company adopted the requirements of SFAS 123(R) using the modified prospective application transition method. The prospective method requires compensation expense to be recorded for all unvested stock options and restricted stock, based upon the previously disclosed SFAS 123 methodology and amounts.

 

The Company, through its 1995 and 2002 Amended and Restated Stock Option Plans (the “Plans”), may grant options to key executives and other members of management of the Company and its subsidiaries in amounts not to exceed 2,000,000 shares of the Company’s common stock allocated for each plan. The Plans are administered by the Compensation Committee (the “Committee”) of the Board of Directors. Option shares may be exercised subject to the terms of the Plans and the terms prescribed by the Committee at the time of grant. Currently, the Plans’ options have either five or ten-year terms and are exercisable and vest in equal increments over the option term.

 

The Company has not issued any new stock options to employees since 2003.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

The following is a summary of the Company’s stock option activity and related information for the six months ended June 30, 2006:

 

 

The following table summarizes information about stock options outstanding at June 30, 2006:

 

 

Compensation expense of $17,000 and $114,000 has been recorded in the three months and six months ended June 30, 2006 under SFAS 123(R), respectively. Compensation expense of $23,000 and $44,000 was recorded in the three months and six months ended June 30, 2005 under SFAS 148, respectively.

 

Results for the three months and six months ended June 30, 2005 have not been restated. If compensation cost for stock option grants had been determined based on a fair value method, net income and earnings per share on a pro forma basis for the three months and six months ending June 30, 2005 would be as follows (in thousands):

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

In 2004, the Company approved the adoption of a Long Term Incentive Plan (the “LTIP”). The LTIP provides participants with the opportunity to earn cash and stock awards based upon the achievement of specified financial goals over a three-year performance period with the first performance period commencing January 1, 2004. At the end of the three-year performance period, and if the performance target is achieved, the Compensation Committee of the Board of Directors shall determine the amount of LTIP awards that are payable to participants in the LTIP. One-half of any LTIP award will be payable in cash and one-half of the award will be payable in the form of a restricted stock award. If the Company achieves the three-year performance target, payment of the cash portion of the award would be made in three annual installments, with the first payment being paid as of the end of the performance period and the remaining two payments to be paid in the fourth and fifth year. Any unpaid portion of a cash award is subject to forfeiture if the participant voluntarily leaves the Company or is discharged for cause. The portion of the award to be paid in the form of stock will be issued as of the end of the performance period. The number of shares of Company’s common stock subject to the restricted stock award shall equal the dollar amount of one-half of the LTIP award divided by the fair market value of Company’s common stock on the first date of the performance period. The restricted stock awards shall be made subject to the terms and conditions of the LTIP and Plans. The Company accrues awards based upon the criteria set-forth and approved by the Compensation Committee of the Board of Directors, as included in the LTIP. At June 30, 2006, the Company had $1.1 million and $2.0 million accrued for the cash and restricted stock award, respectively, for a total accrual of $3.1 million under the LTIP. At December 31, 2005, the Company had $894,000 and $1.6 million accrued for the cash and restricted stock award, respectively, for a total accrual of $2.5 million under the LTIP. Accordingly, the Company included 442,663 and 448,024 shares in diluted earnings per share for the three months and six months ended June 30, 2006, respectively. There were no shares included in diluted earnings per share for the three months and six months ended June 30, 2005.

 

In May 2006, the Company adopted an Executive Nonqualified Excess Plan (the “Excess Plan”). The Excess Plan is intended to be a nonqualified deferred compensation plan that will comply with the provisions of Section 409A of the Internal Revenue Code. Upon execution of the Adoption Agreement, the Company adopted the Plan to provide a means by which certain key management employees may elect to defer receipt of current compensation from the Company in order to provide retirement and other benefits, as provided for in the Excess Plan. The Excess Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for certain key management employees.

 

Note 3 — Reinsurance

 

The Insurance Company Subsidiaries cede insurance to reinsurers under pro-rata and excess-of-loss contracts. These reinsurance arrangements diversify the Company’s business and minimize its exposure to large losses or from hazards of an unusual nature. The ceding of insurance does not discharge the original insurer from its primary liability to its policyholder. In the event that all or any of the reinsuring companies are unable to meet their

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

obligations, the Insurance Company Subsidiaries would be liable for such defaulted amounts. Therefore, the Company is subject to credit risk with respect to the obligations of its reinsurers. In order to minimize its exposure to significant losses from reinsurer insolvencies, the Company evaluates the financial condition of its reinsurers and monitors the economic characteristics of the reinsurers on an ongoing basis. The Company also assumes insurance from other domestic insurers and reinsurers. Based upon management’s evaluation, they have concluded the reinsurance agreements entered into by the Company transfer both significant timing and underwriting risk to the reinsurer and, accordingly, are accounted for as reinsurance under the provisions of SFAS No. 113 “Accounting and Reporting for Reinsurance for Short-Duration and Long-Duration Contracts.”

 

Intercompany pooling agreements are commonly entered into between affiliated insurance companies, so as to allow the companies to utilize the capital and surplus of all of the companies, rather than each individual company. Under pooling arrangements, companies share in the insurance business that is underwritten and allocate the combined premium, losses and related expenses between the companies within the pooling arrangement. The Insurance Company Subsidiaries entered into an Inter-Company Reinsurance Agreement (the “Pooling Agreement”). This Pooling Agreement includes Star, Ameritrust Insurance Corporation (“Ameritrust”), Savers Property and Casualty Insurance Company (“Savers”) and Williamsburg National Insurance Company (“Williamsburg”). Pursuant to the Pooling Agreement, Savers, Ameritrust and Williamsburg have agreed to cede to Star and Star has agreed to reinsure 100% of the liabilities and expenses of Savers, Ameritrust and Williamsburg, relating to all insurance and reinsurance policies issued by them. In return, Star agrees to cede and Savers, Ameritrust and Williamsburg have agreed to reinsure Star for their respective percentages of the liabilities and expenses of Star. Annually, the Company examines the Pooling Agreement for any changes to the ceded percentage for the liabilities and expenses. Any changes to the Pooling Agreement must be submitted to the applicable regulatory authorities for approval.

 

At June 30, 2006 and December 31, 2005, the Company had reinsurance recoverables for paid and unpaid losses of $206.6 million and $202.6 million, respectively. 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 non-admitted reinsurers through funds withheld trusts or stand-by letters of credit issued by highly rated banks. The largest unsecured reinsurance recoverable is due from an admitted reinsurer with an “A” A.M. Best rating and accounts for 48.2% of the total recoverable for paid and unpaid losses.

 

The Company has historically maintained an allowance for the potential exposure to uncollectibility of certain reinsurance balances. At the end of each quarter, an analysis of these exposures is conducted to determine the potential exposure to uncollectibility. The following table sets forth the Company’s exposure to uncollectible reinsurance and related allowances for the six months ending June 30, 2006 and the year ended December 31, 2005 (in thousands):

 

 

While management believes the above allowances to be adequate, no assurance can be given, however, regarding the future ability of any of the Company’s risk-sharing partners to meet their obligations.

 

The Company maintains an excess-of-loss reinsurance treaty designed to protect against large or unusual loss and loss adjustment expense activity. The Company determines the appropriate amount of reinsurance primarily based on the Company’s evaluation of the risks accepted, but also considers analysis prepared by consultants and reinsurers and on market conditions including the availability and pricing of reinsurance. To date, there have been no material disputes with the Company’s excess-of-loss reinsurers. No assurance can be given, however, regarding the future ability of any of the Company’s excess-of-loss reinsurers to meet their obligations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Under the workers’ compensation reinsurance treaty, reinsurers are responsible for 100% of each loss in excess of $350,000, up to $5.0 million for each claimant, on losses occurring prior to April 1, 2005. The Company increased its retention from $350,000 to $750,000, for losses occurring on or after April 1, 2005 and to $1.0 million for losses occurring on or after April 1, 2006. In addition, there is coverage for loss events involving more than one claimant up to $50.0 million per occurrence. In a loss event involving more than one claimant, the per claimant coverage is $10.0 million.

 

Under the core liability reinsurance treaty, the reinsurers are responsible for 100% of each loss in excess of $350,000, up to $2.0 million per occurrence on policies effective prior to June 1, 2005. The Company increased its retention from $350,000 to $500,000, for losses occurring on policies effective on or after June 1, 2005. The Company also purchased an additional $3.0 million of reinsurance clash coverage in excess of the $2.0 million to cover amounts that may be in excess of the $2.0 million policy limit, such as expenses associated with the settlement of claims or awards in excess of policy limits. Reinsurance clash coverage reinsures a loss when two or more policies are involved in a common occurrence. Effective June 1, 2006, the Company purchased a $5.0 million excess cover to support its umbrella business. This business had previously been reinsured through various semi-automatic agreements and will now be protected by one common treaty. The Company has no retention when the umbrella limit is in excess of the primary limit, but does warrant it will maintain a minimum liability of $1.0 million if the primary limit does not respond or is exhausted.

 

The Company has a separate treaty to cover liability specifically related to commercial trucking, where reinsurers are responsible for 100% of each loss in excess of $350,000, up to $1.0 million for losses occurring prior to December 1, 2005. The Company increased its retention from $350,000 to $500,000 for losses occurring on or after December 1, 2005. In addition, the Company purchased an additional $1.0 million of reinsurance clash coverage. The Company established a separate treaty to cover liability related to chemical distributors and repackagers, where reinsurers are responsible for 100% of each loss in excess of $500,000, up to $1.0 million, applied separately to general liability and auto liability. Additionally, the Company has a separate treaty structure to cover liability related to agricultural business. The reinsurer is responsible for 100% of each loss in excess of $500,000, up to $1.0 million for casualty losses and up to $5.0 million, for property losses occurring on or after May 1, 2006. This treaty also provides an additional $1.0 million of reinsurance clash coverage for the casualty lines.

 

Under the property reinsurance treaty, reinsurers are responsible for 100% of the amount of each loss in excess of $500,000, up to $5.0 million per location for an occurrence. In addition, there is coverage for loss events involving multiple locations up to $20.0 million after the Company has incurred $750,000 in loss.

 

On February 1, 2006, the Company renewed its existing reinsurance agreement that provides reinsurance coverage for policies written in the Company’s public entity excess liability program. The agreement provides reinsurance coverage of $4.0 million in excess of $1.0 million for each occurrence in excess of the policyholder’s self-insured retention.

 

In addition, the Company purchased $10.0 million in excess of $5.0 million for each occurrence, which is above the underlying $5.0 million of coverage for the Company’s public entity excess liability program. Under this agreement, reinsurers are responsible for 100% of each loss in excess of $5.0 million for all lines, except workers’ compensation, which is covered by the Company’s core catastrophic workers’ compensation treaty structure up to $50.0 million per occurrence.

 

Additionally, several small programs have separate reinsurance treaties in place, which limit the Company’s exposure to $350,000 or less.

 

Facultative reinsurance is purchased for property values in excess of $5.0 million, casualty limits in excess of $2.0 million, or for coverage not covered by a treaty.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Note 4 — Debt

 

Lines of Credit

 

In November 2004, the Company entered into a revolving line of credit for up to $25.0 million, which expires in November 2007. The Company uses the revolving line of credit to meet short-term working capital needs. Under the revolving line of credit, the Company and certain of its non-regulated subsidiaries pledged security interests in certain property and assets of the Company and named subsidiaries.

 

At June 30, 2006 and December 31, 2005, the Company had an outstanding balance of $11.9 million and $5.0 million on the revolving line of credit, respectively.

 

The revolving line of credit provides for interest at a variable rate based, at the Company’s option, upon either a prime based rate or LIBOR-based rate. In addition, the revolving line of credit also provides for an unused facility fee. On prime based borrowings, the applicable margin ranges from 75 to 25 basis points below prime. On LIBOR-based borrowings, the applicable margin ranges from 125 to 175 basis points above LIBOR. The margin for all loans is dependent on the sum of non-regulated earnings before interest, taxes, depreciation, amortization, and non-cash impairment charges related to intangible assets for the preceding four quarters, plus dividends paid or payable to the Company from subsidiaries during such period (“Adjusted EBITDA”). At June 30, 2006, the weighted average interest rate for LIBOR-based borrowings outstanding was 6.6%.

 

Debt covenants consist of: (1) maintenance of the ratio of Adjusted EBITDA to interest expense of 2.0 to 1.0, (2) minimum net worth of $130.0 million and increasing annually commencing June 30, 2005, by fifty percent of the prior year’s positive net income, (3) minimum A.M. Best rating of “B”, and (4) minimum Risk Based Capital Ratio for Star of 1.75 to 1.00. As of June 30, 2006, the Company was in compliance with these covenants.

 

Previously, a non-insurance premium finance subsidiary of the Company maintained a line of credit with a bank. At December 31, 2005, this line of credit had an outstanding balance of $2.0 million. In May 2006, the balance of this loan was paid in full by the subsidiary and the terms of the line of credit were not renewed.

 

Senior Debentures

 

In April 2004, the Company issued senior debentures in the amount of $13.0 million. The senior debentures mature in thirty years and provide for interest at the three-month LIBOR, plus 4.0%, which is non-deferrable. At June 30, 2006, the interest rate was 9.17%. The senior debentures are callable by the Company at par after five years from the date of issuance. Associated with this transaction, the Company incurred $390,000 of commissions paid to the placement agents. These issuance costs have been capitalized and are included in other assets on the balance sheet, which are being amortized over seven years as a component of interest expense.

 

In May 2004, the Company issued senior debentures in the amount of $12.0 million. The senior debentures mature in thirty years and provide for interest at the three-month LIBOR, plus 4.2%, which is non-deferrable. At June 30, 2006, the interest rate was 9.41%. The senior debentures are callable by the Company at par after five years from the date of issuance. Associated with this transaction, the Company incurred $360,000 of commissions paid to the placement agents. These issuance costs have been capitalized and are included in other assets on the balance sheet, which are being amortized over seven years as a component of interest expense.

 

The Company contributed $9.9 million of the proceeds to its Insurance Company Subsidiaries in December 2004. The remaining proceeds from the issuance of the senior debentures were used for general corporate purposes.

 

Junior Subordinated Debentures

 

In September 2005, Meadowbrook Capital Trust II (the “Trust II”), an unconsolidated subsidiary trust of the Company, issued $20.0 million of mandatorily redeemable trust preferred securities (“TPS”) to a trust formed by an institutional investor. Contemporaneously, the Company issued $20.6 million in junior subordinated debentures, which includes the Company’s investment in the trust of $620,000. These debentures have financial terms similar to those of the TPS, which includes the deferral of interest payments at any time, or from time-to-time, for a period not exceeding five years, provided there is no event of default. These debentures mature in thirty years and provide for

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

interest at the three-month LIBOR, plus 3.58%. At June 30, 2006, the interest rate was 8.91%. These debentures are callable by the Company at par beginning in October 2010.

 

The Company received $19.4 million in net proceeds, after the deduction of approximately $600,000 of commissions paid to the placement agents in the transaction. These issuance costs have been capitalized and are included in other assets on the balance sheet, which will be amortized over seven years as a component of interest expense.

 

The Company contributed $10.0 million of the proceeds from the issuance of these debentures to its Insurance Company Subsidiaries and the remaining balance was used for general corporate purposes.

 

In September 2003, Meadowbrook Capital Trust (the “Trust”), an unconsolidated subsidiary trust of the Company, issued $10.0 million of mandatorily redeemable TPS to a trust formed by an institutional investor. Contemporaneously, the Company issued $10.3 million in junior subordinated debentures, which includes the Company’s investment in the trust of $310,000. These debentures have financial terms similar to those of the TPS, which includes the deferral of interest payments at any time, or from time-to-time, for a period not exceeding five years, provided there is no event of default. These debentures mature in thirty years and provide for interest at the three-month LIBOR, plus 4.05%. At June 30, 2006, the interest rate was 9.03%. These debentures are callable by the Company at par beginning in October 2008.

 

The Company received $9.7 million in net proceeds, after the deduction of approximately $300,000 of commissions paid to the placement agents in the transaction. These issuance costs have been capitalized and are included in other assets on the balance sheet, which are being amortized over seven years as a component of interest expense.

 

The Company contributed $6.3 million of the proceeds from the issuance of these debentures to its Insurance Company Subsidiaries and the remaining balance has been used for general corporate purposes.

 

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 both Trusts will be distributed by the Trusts to the holders of the TPS.

 

The Company estimates 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.

 

The seven year amortization period in regard to the issuance costs represents management’s best estimate of the estimated useful life of the bonds related to both the senior debentures and junior subordinated debentures described above.

 

Note 5 — Derivative Instruments

 

In October 2005, the Company entered into two interest rate swap transactions with LaSalle Bank (“LaSalle”) to mitigate its interest rate risk on $5.0 million and $20.0 million of the Company’s senior debentures and trust preferred securities, respectively. The Company will recognize these transactions in accordance with SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as subsequently amended. These interest rate swap transactions have been designated as a cash flow hedge and are deemed a highly effective transaction under SFAS No. 133. In accordance with SFAS No. 133, these interest rate swap transactions are recorded at fair value on the balance sheet and any changes in their fair value are accounted for within other comprehensive income. The interest differential to be paid or received is being accrued and is being recognized as an adjustment to interest expense.

 

The first interest rate swap transaction, which relates to $5.0 million of the Company’s $12.0 million issuance of senior debentures, has an effective date of October 6, 2005 and ending date of May 24, 2009. The Company is required to make certain quarterly fixed rate payments to LaSalle calculated on a notional amount of $5.0 million, non-amortizing, based on a fixed annual interest rate of 8.925%. LaSalle is obligated to make quarterly floating rate payments to the Company referencing the same notional amount, based on the three-month LIBOR, plus 4.20%.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

The second interest rate swap transaction, which relates to $20.0 million of the Company’s $20.0 million issuance of trust preferred securities, has an effective date of October 6, 2005 and ending date of September 16, 2010. The Company is required to make quarterly fixed rate payments to LaSalle calculated on a notional amount of $20.0 million, non-amortizing, based on a fixed annual interest rate of 8.34%. LaSalle is obligated to make quarterly floating rate payments to the Company referencing the same notional amount, based on the three-month LIBOR, plus 3.58%.

 

In relation to the above interest rate swaps, the net interest expense incurred for the six months ended June 30, 2006, was approximately $9,000. For the three months ended June 30, 2006, the net interest income received was approximately $9,000. The total fair value of the interest rate swaps as of June 30, 2006, and December 31, 2005, was approximately $677,000 and $14,000, respectively. Accumulated other comprehensive income at June 30, 2006 and December 31, 2005, included the accumulated income on the cash flow hedge, net of taxes, of $431,100 and $9,100, respectively.

 

In July 2005, the Company made a $2.5 million loan, at an effective interest rate equal to the three-month LIBOR, plus 5.2%, to an unaffiliated insurance agency. In December 2005, the Company loaned an additional $3.5 million to the unaffiliated insurance agency. The original $2.5 million demand note was replaced with a $6.0 million convertible note. The effective interest rate of the convertible note is equal to the three-month LIBOR, plus 5.2% and is due December 20, 2010. This agency has been a producer for the Company for over ten years. As security for the loan, the borrower granted the Company a security interest in its accounts, cash, general intangibles, and other intangible property. Also, the shareholder then pledged 100% of the common shares of three insurance agencies, the common shares owned by the shareholder in another agency, and has executed a personal guaranty. This note is convertible at the option of the Company based upon a pre-determined formula, beginning in 2007. The conversion feature of this note is considered an embedded derivative pursuant to SFAS No. 133, and therefore is accounted for separately from the note. At June 30, 2006, the estimated fair value of the derivative was zero.

 

Note 6 — Shareholders’ Equity

 

At June 30, 2006, shareholders’ equity was $184.6 million, or a book value of $6.40 per common share, compared to $177.4 million, or a book value of $6.19 per common share, at December 31, 2005.

 

In November 2004, the Company’s Board of Directors authorized management to repurchase up to 1,000,000 shares of its common stock in market transactions for a period not to exceed twenty-four months. On October 28, 2005, the Company’s Board of Directors authorized management to purchase up to 1,000,000 shares of its common stock in market transactions for a period not to exceed twenty-four months, replacing its share repurchase program originally authorized in November 2004. For the six months ended June 30, 2006, the Company did not repurchase any common stock. For the year ended December 31, 2005, the Company purchased and retired 772,900 shares of common stock for a total cost of approximately $4.2 million. Of these shares, 63,000 shares for a total cost of approximately $372,000 related to the current share repurchase plan. As of June 30, 2006, the cumulative amount the Company repurchased and retired under the current share repurchase plan was 63,000 shares of common stock for a total cost of approximately $372,000. As of June 30, 2006, the Company has available up to 937,000 shares remaining to be purchased.

 

Note 7 — Regulatory Matters and Rating Agencies

 

A significant portion of the Company’s consolidated assets represent assets of the Insurance Company Subsidiaries. The State of Michigan Office of Financial and Insurance Services (“OFIS”), restricts the amount of funds that may be transferred to the holding company in the form of dividends, loans or advances. These restrictions in general, are as follows: the maximum discretionary dividend that may be declared, based on data from the preceding calendar year, is the greater of each insurance company’s net income (excluding realized capital gains) or ten percent of the insurance company’s surplus (excluding unrealized gains). These dividends are further limited by a clause in the Michigan law that prohibits an insurer from declaring dividends, except from surplus earnings of the company. Earned surplus balances are calculated on a quarterly basis. Since Star is the parent insurance company, its maximum dividend calculation represents the combined Insurance Company Subsidiaries’ surplus. At June 30,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

2006, Star’s earned surplus position was positive $7.2 million. At December 31, 2005, Star had negative earned surplus of $7.2 million. Based upon the June 30, 2006 statutory financial statements, Star may pay a dividend of up to $7.2 million to the Company without the prior approval of OFIS. No statutory dividends were paid in 2005 or during the six months ended June 30, 2006.

 

Insurance operations are subject to various leverage tests (e.g. premium to statutory surplus ratios), which are evaluated by regulators and rating agencies. The Company’s targets for gross and net written premium to statutory surplus are 2.8 to 1.0 and 2.25 to 1.0, respectively. As of June 30, 2006, on a statutory combined basis, the gross and net premium leverage ratios were 2.1 to 1.0 and 1.6 to 1.0, respectively.

 

The National Association of Insurance Commissioners (“NAIC”) has adopted a risk-based capital (“RBC”) formula to be applied to all property and casualty insurance companies. The formula measures required capital and surplus based on an insurance company’s products and investment portfolio and is used as a tool to evaluate the capital of regulated companies. The RBC formula is used by state insurance regulators to monitor trends in statutory capital and surplus for the purpose of initiating regulatory action. In general, an insurance company must submit a calculation of its RBC formula to the insurance department of its state of domicile as of the end of the previous calendar year. These laws require increasing degrees of regulatory oversight and intervention as an insurance company’s RBC declines. The level of regulatory oversight ranges from requiring the insurance company to inform and obtain approval from the domiciliary insurance commissioner of a comprehensive financial plan for increasing its RBC to mandatory regulatory intervention requiring an insurance company to be placed under regulatory control in a rehabilitation or liquidation proceeding.

 

At December 31, 2005, all of the Insurance Company Subsidiaries were in compliance with RBC requirements. Star reported statutory surplus of $141.1 million at December 31, 2005, compared to the threshold requiring the minimum regulatory involvement of $74.5 million in 2005. At June 30, 2006, Star’s statutory surplus was $155.7 million.

 

In May 2006, the Company announced the affirmation of A.M. Best Company’s financial strength rating of B++ (Very Good) for three of its insurance company subsidiaries: Star Insurance Company (“Star”), Savers Property & Casualty Insurance Company, and Williamsburg National Insurance Company. Concurrently, A.M. Best upgraded the rating of its other insurance company subsidiary, Ameritrust Insurance Corporation, to B++ (Very Good), from B+ (Very Good). Additionally, A.M. Best upgraded the outlook for all the ratings from stable to positive. A positive outlook is placed on a company’s rating if its financial and market trends are favorable, relative to its current rating level.

 

Note 8 — Segment Information

 

The Company defines its operations as specialty risk management operations and agency operations based upon differences in products and services. The separate financial information of these segments is consistent with the way results are regularly evaluated by management in deciding how to allocate resources and in assessing performance. Intersegment revenue is eliminated upon consolidation. It would be impracticable for the Company to determine the allocation of assets between the two segments.

 

Specialty Risk Management Operations

 

The specialty risk management operations segment focuses on specialty or niche insurance business in which it provides various services and coverages tailored to meet specific requirements of defined client groups and their members. These services include risk management consulting, claims administration and handling, loss control and prevention, and reinsurance placement, along with various types of property and casualty insurance coverage, including workers’ compensation, commercial multiple peril, general liability, commercial auto liability, and inland marine. Insurance coverage is provided primarily to associations or similar groups of members and to specified classes of business of the Company’s agent-partners. The Company recognizes revenue related to the services and coverages the specialty risk management operations provides within seven categories: net earned premiums, management fees, claims fees, loss control fees, reinsurance placement, investment income, and net realized gains (losses).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Agency Operations

 

The Company earns commissions through the operation of its retail property and casualty insurance agency, which was formed in 1955. The agency is one of the largest agencies in Michigan and, with acquisitions, has expanded into California and Florida. The agency operations produce commercial, personal lines, life, and accident and health insurance, for more than fifty unaffiliated insurance carriers. The agency produces an immaterial amount of business for its affiliated Insurance Company Subsidiaries.

 

The following tables set forth the segment results (in thousands):

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

 

 

The following table sets forth the non-allocated expenses included in pre-tax income (in thousands):

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

Note 9 — 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 errors and omissions insurance or other appropriate insurance. In terms of deductibles associated with such insurance, the Company has established provisions against these items, which are believed to be adequate in light of current information and legal advice. In accordance with SFAS No. 5, “Accounting for Contingencies,” 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 estimable; an accrual for the costs to resolve these claims is recorded by the Company in its consolidated balance sheets. Period expenses related to the defense of such claims are included in other operating expenses 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 expect the outcome of the claims, lawsuits and proceedings to which the Company is subject to, either individually, or in the aggregate, will have a material adverse effect on the Company’s financial condition. However, it is possible that future results of operations or cash flows for any particular quarter or annual period could be materially affected by an unfavorable resolution of any such matters.

 

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: the frequency and severity of claims; uncertainties inherent in reserve estimates; catastrophic events; a change in the demand for, pricing of, availability or collectibility of reinsurance; increased rate pressure on premiums; obtainment of certain rate increases in current market conditions; investment rate of return; changes in and adherence to insurance regulation; actions taken by regulators, rating agencies or lenders; obtainment of certain processing efficiencies; changing rates of inflation; general economic conditions and other risks identified in our reports and registration statements filed with the Securities and Exchange Commission. We are not under any obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements whether as a result of new information, future events or otherwise.

 

Description of Business

 

We are a publicly traded specialty risk management company, with an emphasis on alternative market insurance and risk management solutions for agents, professional and trade associations, and small to medium-sized insureds. The alternative market includes a wide range of approaches to financing and managing risk exposures, such as captives, rent-a-captives, risk retention and risk purchasing groups, governmental pools and trusts, and self-insurance plans. The alternative market developed as a result of the historical volatility in the cost and availability of traditional commercial insurance coverages, and usually involves some form of self-insurance or risk-sharing on the part of the client. We develop and manage alternative risk management programs for defined client groups and their members. We also operate as an insurance agency representing unaffiliated insurance companies in placing insurance coverages for policyholders. We define our business segments as specialty risk management operations and agency operations.

 

Critical Accounting Estimates

 

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 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 as filed with the United States Securities and Exchange Commission on March 14, 2006, are those that we consider to be our critical accounting estimates. As of the three months and six months ended June 30, 2006, there have been no material changes in regard to any of our critical accounting estimates.

 

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005

 

Executive Overview

 

The first half of 2006 reflected an overall improvement in underwriting results in comparison to 2005. These underwriting results continue to demonstrate our commitment to strong underwriting discipline and growth of our profitable specialty programs. The improvement in net income in comparison to 2005 is indicative of our selective growth consistent with our corporate underwriting guidelines and our controls over price adequacy. In addition,

growth in net income is reflective of our consistent focus on growing our fee-for-service programs. As a result, our generally accepted accounting principles (“GAAP”) combined ratio improved 1.5 percentage points to 96.7% in the six months ended June 30, 2006, from 98.2% in the comparable period in 2005.

 

In May 2006, we announced the affirmation of A.M. Best Company’s financial strength rating of B++ (Very Good) for three of our insurance company subsidiaries: Star Insurance Company (“Star”), Savers Property & Casualty Insurance Company, and Williamsburg National Insurance Company. Concurrently, A.M. Best upgraded the rating of our other insurance company subsidiary, Ameritrust Insurance Corporation, to B++ (Very Good), from B+ (Very Good). Additionally, A.M. Best upgraded the outlook for all the ratings from stable to positive. A positive outlook is placed on a company’s rating if its financial and market trends are favorable, relative to its current rating level.

 

Gross written premium was down slightly for the first half of 2006 in comparison to 2005. This slight decrease was primarily the result of a limited number of small programs we exited as they no longer met our pricing standards, as well as a reduction in audit related premiums. We are following pricing guidelines mandated by our corporate underwriting guidelines. Overall, our year-to-date rate change was relatively flat at a minus 1.7%. There have been anticipated mandatory rate decreases in workers’ compensation in some states, but for the most part those were offset by benefit changes that should lower incurred losses. We have several new programs where we have completed our due diligence process and have commenced writing policies, or will commence writing policies sometime during the remainder of this year.

 

Results of Operations

 

Net income for the six months ended June 30, 2006, was $11.0 million, or $0.37 per dilutive share, compared to net income of $8.3 million, or $0.28 per dilutive share, for the comparable period of 2005. As previously indicated, this improvement is primarily the result of our selective growth consistent with our corporate underwriting guidelines and our controls over price adequacy. In addition, during 2005 we increased our retention levels on certain reinsurance treaties, which favorably impacted net earned premiums and net income for the six months ended June 30, 2006, compared to the same period in 2005. Growth in our fee-for-service programs and agency operations also contributed to the overall improvement in net income in comparison to 2005.

 

Revenues for the six months ended June 30, 2006, increased $9.4 million, or 6.2%, to $160.2 million, from $150.8 million for the comparable period in 2005. This increase reflects a $3.5 million, or 2.8%, increase in net earned premiums. The increase in net earned premiums is the result of our selective growth consistent with our corporate underwriting guidelines and our controls over price adequacy, as well as the favorable impact from an increase in our retention levels on certain reinsurance treaties effective in 2005. Offsetting the overall increase in net earned premiums for the six months ended June 30, 2006, was a reduction in audit related premiums in comparison to 2005. The increase in revenue was also the result of an overall increase in fee-for-service revenue, primarily as a result of new managed programs. In addition, the increase in revenue reflects a $2.1 million increase in investment income, primarily the result of an increase in average invested assets and a slight increase in yield.

Specialty Risk Management Operations

 

The following table sets forth the revenues and results from operations for our specialty risk management operations (in thousands):

 

 

Revenues from specialty risk management operations increased $7.6 million, or 5.2%, to $153.6 million for the six months ended June 30, 2006, from $146.0 million for the comparable period in 2005.

 

Net earned premiums increased $3.5 million, or 2.8%, to $127.6 million in the six months ended June 30, 2006, from $124.1 million in the comparable period in 2005. This increase is primarily the result of selective growth consistent with our corporate underwriting guidelines and our controls over price adequacy, as well as the favorable impact from an increase in our retention levels on certain reinsurance treaties. Offsetting these increases was an overall decrease in audit related premiums in comparison to 2005.

 

Management fees increased $1.3 million, or 16.0%, to $9.6 million for the six months ended June 30, 2006, from $8.3 million for the comparable period in 2005. This increase is primarily the result of a Florida-based program implemented in the second quarter of 2005. In addition, this increase is the result of growth in a specific New England-based program. Also contributing to the overall increase in management fees was the recognition of $250,000 in profit sharing revenue related to a specific managed program.

 

Claim fees increased $933,000, or 26.5%, to $4.4 million, from $3.5 million for the comparable period in 2005. This increase is primarily the result of a Nevada-based program implemented in January 2006. In addition, this increase is the result of increases in revenue related to a specific Minnesota-based program, as well as Florida-based program,which was implemented in the second quarter of 2005.

 

Net investment income increased $1.6 million, or 18.9%, to $10.2 million in 2006, from $8.6 million in 2005. Average invested assets increased $60.7 million, or 15.0%, to $465.5 million in 2006, from $404.8 million in 2005. The increase in average invested assets reflects cash flows from underwriting activities primarily from improved underwriting results and an increase in the duration of our reserves. The increase in the duration of our reserves reflects the impact of a public entity excess program, which was implemented at the end of 2003. This program has a longer duration than the average reserves on our remaining programs and is a larger proportion of reserves. In addition, net proceeds from capital raised in 2005 through the issuances of debentures increased average invested assets. The average investment yield for June 30, 2006, was 4.6%, compared to 4.2% for the comparable period in 2005. The current pre-tax book yield was 4.3%. The current after-tax book yield for the six months ended June 30, 2006 was 3.3%, compared to 3.1% for the comparable period in 2005. This increase is primarily the result of the shift in our investment portfolio to tax-exempt investments. The duration of the investment portfolio is 3.8 years.

 

Specialty risk management operations generated pre-tax income of $18.6 million for the six months ended June 30, 2006, compared to pre-tax income of $14.0 million for the comparable period in 2005. This increase in pre-tax income demonstrates a continued improvement in underwriting results as a result of our controlled growth in premium volume and our continued focus on leveraging of fixed costs. The GAAP combined ratio was 96.7% for the six months ended June 30, 2006, compared to 98.2% for the same period in 2005.

Net loss and loss adjustment expenses (“LAE”) decreased $673,000, or 1.0%, to $74.2 million for the six months ended June 30, 2006, from $74.9 million for the same period in 2005. Our loss and LAE ratio improved 2.0 percentage points to 63.0% for the six months ended June 30, 2006, from 65.0% for the same period in 2005. This ratio is the unconsolidated net loss and LAE in relation to net earned premiums. The improvement in the loss and LAE ratio reflects a 2.2 percentage point decrease in the change in net ultimate loss estimates for prior accident years in 2006 as compared to 2005. Development on prior accident year reserves was a reduction of $713,000, or a negative 0.6 percentage points, to net loss and LAE in 2006, compared to an addition of $2.0 million, or 1.6 percentage points in 2005. The improvement in the loss ratio for 2006 in comparison to 2005 primarily reflects improved results within a Florida-based workers’ compensation program and a medical malpractice program, offset by the non-reinsured portion of a specific property claim within a California-based agricultural program. Additional discussion of our reserve activity is described below within the Other Items — Reserves section.

 

Our expense ratio for the six months ended June 30, 2006 was 33.7%, compared to 33.2% for the same period in 2005. This ratio is the unconsolidated policy acquisition and other underwriting expenses in relation to net earned premiums. The increase in the expense ratio in comparison to 2005 reflects a slight increase in gross external commissions as a result of a shift in our mix of business and an increase in accrued profit sharing commissions, primarily related to a California-based program. Offsetting these increases was a reduction in insurance related assessments primarily related to the guaranty fund in Florida and Nevada, as well as the impact from our continued leveraging of fixed costs.

 

Agency Operations

 

The following table sets forth the revenues and results from operations for our agency operations (in thousands):

 

 

 

 

Revenue from agency operations, which consists primarily of agency commission revenue, increased $1.2 million, or 20.1%, to $7.1 million for the six months ended June 30, 2006, from $5.9 million for the comparable period in 2005. This increase is primarily the result of the November 2005 acquisition of a Florida-based retail agency and an increase in profit sharing commissions in comparison to 2005. In addition, the agency operations experienced an increase in new business, offset by a reduction in renewal rates.

 

Agency operations generated pre-tax income, after the allocation of corporate overhead, of $2.3 million for the six months ended June 30, 2006, compared to $2.0 million for the comparable period in 2005. The improvement in the pre-tax margin is primarily attributable to the overall increase in commissions, noted above.

 

Other Items

 

Reserves

 

At June 30, 2006, our best estimate for the ultimate liability for loss and LAE reserves, net of reinsurance recoverables, was $291.1 million. We established a reasonable range of reserves of approximately $270.5 million to $307.8 million. This range was established primarily by considering the various indications derived from standard

actuarial techniques and other appropriate reserve considerations. The following table sets forth this range by line of business (in thousands):

 

 

 

 

Reserves are reviewed by internal and independent actuaries for adequacy on a quarterly basis. When reviewing reserves, we analyze historical data and estimate the impact of numerous factors such as (1) per claim information; (2) industry and our historical loss experience; (3) legislative enactments, judicial decisions, legal developments in the imposition of damages, and changes in political attitudes; and (4) trends in general economic conditions, including the effects of inflation. This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for predicting future events. There is no precise method for subsequently evaluating the impact of any specific factor on the adequacy of reserves, because the eventual deficiency or redundancy is affected by multiple factors.

 

The key assumptions used in our selection of ultimate reserves included the underlying actuarial methodologies, a review of current pricing and underwriting initiatives, an evaluation of reinsurance costs and retention levels, and a detailed claims analysis with an emphasis on how aggressive claims handling may be impacting the paid and incurred loss data trends embedded in the traditional actuarial methods. With respect to the ultimate estimates for losses and LAE, the key assumptions remained consistent for the six months ended June 30, 2006 and the year ended December 31, 2005.

 

For the six months ended June 30, 2006, we reported a decrease in net ultimate loss estimates for accident years 2005 and prior of $713,000, or 0.3% of $271.4 million of net loss and LAE reserves at December 31, 2005. The decrease in net ultimate loss estimates reflected revisions in the estimated reserves as a result of actual claims activity in calendar year 2006 that differed from the projected activity. There were no significant changes in the key assumptions utilized in the analysis and calculations of our reserves during 2005 and for the six months ended June 30, 2006. The major components of this change in ultimate loss estimates are as follows (in thousands):

 

 

 

Workers’ Compensation Excluding Residual Markets

 

The projected net ultimate loss estimate for the workers’ compensation line of business, excluding residual markets, increased $457,000, or 0.4% of net workers’ compensation reserves. This net overall increase reflects increases of $776,000, $524,000, $322,000, and $256,000 in accident years 2003, 1999, 1998, and 1997, respectively. These increases primarily reflect claim activity and case reserve strengthening related to a Massachusetts and a Missouri program, as well as a discontinued program in North Carolina. These increases were offset by decreases of $524,000 and $739,000 in the ultimate loss estimate for accident years 2005 and 2004, respectively. These decreases reflect better than expected experience for many of our workers’ compensation programs, including a Florida program and a Nevada program. Average severity on reported claims did not increase as much as anticipated in the prior actuarial projections so ultimate loss estimates were reduced. The change in ultimate loss estimates for all other accident years was insignificant.

 

Commercial Multiple Peril/General Liability

 

The commercial multiple peril line and general liability line of business had a decrease in net ultimate loss estimates of $968,000, or 1.8% of net commercial multiple peril and general liability reserves. The net decrease reflects reductions of $1.0 million and $510,000 in the ultimate loss estimates for accident years 2005 and 2004, respectively. These decreases reflect the impact of a reclassification from the general liability line of business to the commercial automobile line of business. This reclassification of $777,000 was the result of actual claims emergence on a specific claim within our public entity excess program. Prior to the actual claims emergence, the reserves for this exposure were carried in the general liability line of business as incurred but not reported (“IBNR”). These decreases also reflect better than expected claim emergence in a California and a Missouri program. These decreases were slightly offset by an increase of $310,000 in accident year 2000. This increase reflects an increase in IBNR as a result of a claim settlement. The change in ultimate loss estimates for all other accident years was insignificant.

 

Commercial Automobile

 

The projected net ultimate loss estimate for the commercial automobile line of business increased $773,000, or 1.7% of net commercial automobile reserves. This increase reflects increases of $809,000, $156,000, and $145,000 in accident years 2005, 2003, and 2001, respectively. These increases reflect the impact of the reclassification as mentioned in the above commercial multiple peril and general liability section. The reserves also reflect higher than expected emergence of claim activity within two California-based programs. These increases were offset by a decrease of $507,000 in accident year 2004. This decrease reflects better than expected claim emergence within a California-based program. The change in ultimate loss estimates for all other accident years was insignificant.

 

Other

 

The projected net ultimate loss estimate for the other lines of business decreased $904,000, or 4.2% of net reserves. This net decrease reflects a reduction of $1.0 million in accident year 2004. This decrease is due to better than expected case reserve development in a medical malpractice program, offset by an increase of $352,000 in

accident year 2005. The increase in accident year 2005 is the result of a claim within a specific California-based program. The change in ultimate loss estimates for all other accident years was insignificant.

 

Residual Markets

 

The workers’ compensation residual market line of business had a decrease in net ultimate loss estimates of $72,000, or 0.3% of net reserves. This decrease reflects decreases of $657,000, $319,000, and $198,000 in accident years 2004, 2003, and 2002, respectively. Offsetting these decreases was an increase of $1.1 million in accident year 2005. We record loss reserves as reported by the National Council on Compensation Insurance (“NCCI”), plus a provision for the reserves incurred but not yet analyzed and reported to us due to a two quarter lag in reporting. These changes reflect a difference between our estimate of the lag incurred but not reported and the amounts reported by the NCCI in the quarter. The change in ultimate loss estimates for all other accident years was insignificant.

 

Salary and Employee Benefits and Other Administrative Expenses

 

Salary and employee benefits for the six months ended June 30, 2006, increased $961,000, or 3.7%, to $27.2 million, from $26.2 million for the comparable period in 2005. This increase primarily reflects merit increases for associates and an increase in performance and profit-based variable compensation. In addition, staffing levels for 2006 were slightly higher in comparison to 2005.

 

Other administrative expenses increased $1.4 million, or 10.1%, to $15.2 million, from $13.8 million for the comparable period in 2005. A portion of this increase is the result of the expenses associated with the acquisition of a Florida-based agency acquired in November 2005 and the addition of a new Nevada-based branch in March 2006. In addition, this increase in other administrative expenses is the result of information technology enhancements and various increases in other general operating expenses in comparison to 2005.

 

Salary and employee benefits and other administrative expenses include both corporate overhead and the holding company expenses included in the non-allocated expenses of our segment information.

 

Interest Expense

 

Interest expense for the six months ended June 30, 2006, increased $1.3 million, or 82.8%, to $2.9 million, from $1.6 million for the comparable period in 2005. Interest expense is primarily attributable to our debentures, which are described within the Liquidity and Capital Resources section of Management’s Discussion and Analysis, as well as our current lines of credit. The increase in interest expense was related to the issuance of the junior subordinated debentures in the third quarter of 2005, as well as an overall increase in the average interest rates. The average outstanding balance on our lines of credit during the six months ending June 30, 2006, was $10.0 million, compared to $10.7 million for the same period in 2005. The average interest rate, excluding the debentures, increased in 2006 to 6.6%, compared to 5.1% in 2005 as a result of increases in the underlying eurocurrency based rate.

 

Income Taxes

 

Income tax expense, which includes both federal and state taxes, for the six months ended June 30, 2006, was $5.2 million, or 32.0% of income before taxes. For the same period last year, we reflected an income tax expense of $4.2 million, or 33.6% of income before taxes. Our effective tax rate differs from the 35% statutory rate primarily due to a shift towards increasing investments in tax-exempt securities in an effort to maximize after-tax investment yields. Our current and deferred taxes are calculated using a 35% statutory rate.

 

Other than Temporary Impairments

 

Our policy for the valuation of temporarily impaired securities is to determine impairment based on analysis of the following factors: (1) rating downgrade or other credit event (e.g., failure to pay interest when due); (2) financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer such as changes in technology or discontinuance of a business segment; (3) prospects for the issuer’s industry segment; and (4) our intent and ability to retain the investment for a period of time sufficient to allow for anticipated recovery in market value. We evaluate our investments in securities to determine other than temporary

impairment, no less than quarterly. Investments that are deemed other than temporarily impaired are written down to their estimated net fair value and the related losses recognized in operations.

 

At June 30, 2006, we had 346 securities that were in an unrealized loss position. These investments all had unrealized losses of less than ten percent. At June 30, 2006, ninety-seven of those investments, with an aggregate $89.3 million and $3.7 million fair value and unrealized loss, respectively, have been in an unrealized loss position for more than eighteen months. Positive evidence considered in reaching our conclusion that the investments in an unrealized loss position are not other than temporarily impaired consisted of: 1) there were no specific events which caused concerns; 2) there were no past due interest payments; 3) there has been a rise in market prices; 4) our ability and intent to retain the investment for a sufficient amount of time to allow an anticipated recovery in value; and 5) changes in market value considered normal in relation to overall fluctuations in interest rates.

 

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

 

 

 

As of June 30, 2006, gross unrealized gains and (losses) on securities were $1.7 million and ($11.4 million), respectively. As of December 31, 2005, gross unrealized gains and (losses) on securities were $3.8 million and ($5.5 million), respectively.

 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005

 

Results of Operations

 

Net income for the three months ended June 30, 2006, was $5.4 million, or $0.18 per dilutive share, compared to net income of $4.6 million, or $0.16 per dilutive share, for the comparable period of 2005. This improvement

primarily reflects our selective growth consistent with our corporate underwriting guidelines and our controls over price adequacy. Growth in our fee-for-service programs and agency operations also contributed to the overall improvement in net income in comparison to 2005.

 

Revenues for the three months ended June 30, 2006, increased $4.6 million, or 6.1%, to $80.6 million, from $76.0 million for the comparable period in 2005. This increase reflects a $1.1 million, or 1.8%, increase in net earned premiums. The increase in net earned premiums is the result of our selective growth consistent with our corporate underwriting guidelines and our controls over price adequacy. The increase in revenue was also the result of an overall increase in fee-for-service revenue, as a result of new managed programs. In addition, the increase in revenue reflects a $903,000 increase in investment income, primarily the result of an increase in average invested assets and an increase in yield.

 

Specialty Risk Management Operations

 

The following table sets forth the revenues and results from operations for our specialty risk management operations (in thousands):

 

 

Revenues from specialty risk management operations increased $3.5 million, or 4.7%, to $77.9 million for the three months ended June 30, 2006, from $74.4 million for the comparable period in 2005.

 

Net earned premiums increased $1.1 million, or 1.8%, to $64.5 million in the three months ended June 30, 2006, from $63.4 million in the comparable period in 2005. This increase is primarily the result of selective growth consistent with our corporate underwriting guidelines and our controls over price adequacy.

 

Management fees increased $990,000, or 24.1%, to $5.1 million for the three months ended June 30, 2006, from $4.1 million for the comparable period in 2005. This increase is primarily the result of a Florida-based program implemented in the second quarter of 2005. In addition, this increase is the result of growth in a specific New England based program. Also contributing to the overall increase in management fees was the recognition of $250,000 in profit sharing revenue related to a specific managed program.

 

Claim fees increased $585,000, or 33.1%, to $2.4 million, from $1.8 million for the comparable period in 2005. This increase is primarily the result of a Nevada-based program implemented in January 2006. In addition, this increase is the result of an increase in revenue related to a specific Minnesota-based program, as well as an increase in revenue related to a Florida-based program implemented in the second quarter of 2005.

 

Net investment income increased $670,000, or 15.0%, to $5.1 million in 2006, from $4.4 million in 2005. Average invested assets increased $59.5 million, or 14.5%, to $469.3 million in 2006, from $409.8 million in 2005. The increase in average invested assets reflects cash flows from underwriting activities primarily from improved underwriting results and an increase in the duration of our reserves. The increase in the duration of our reserves reflects the impact of a public entity excess program, which was implemented at the end of 2003. This program has a longer duration than the average reserves on our remaining programs and is a larger proportion of reserves. In addition, net proceeds from capital raised in 2005 through the issuances of debentures increased average invested

assets. The average investment yield for June 30, 2006, was 4.6%, compared to 4.4% for the comparable period in 2005. The current pre-tax book yield was 4.3%. The current after-tax book yield for the three months ended June 30, 2006 was 3.3%, compared to 3.1% for the comparable period in 2005. This increase is primarily the result of the shift in our investment portfolio to tax-exempt investments. The duration of the investment portfolio is 3.8 years.

 

Specialty risk management operations generated pre-tax income of $9.3 million for the three months ended June 30, 2006, compared to pre-tax income of $8.6 million for the comparable period in 2005. This increase in pre-tax income demonstrates a continued improvement in underwriting results as a result of our controlled growth in premium volume and our continued focus on leveraging of fixed costs. The GAAP combined ratio was 97.2% for the three months ended June 30, 2006, compared to 97.1% for the same period in 2005.

 

Net loss and loss adjustment expenses decreased $582,000, or 1.5%, to $37.1 million for the three months ended June 30, 2006, from $37.7 million for the same period in 2005. Our loss and LAE ratio improved 2.0 percentage points to 62.4% for the three months ended June 30, 2006, from 64.4% for the same period in 2005. This ratio is the unconsolidated net loss and LAE in relation to net earned premiums. The improvement in the loss and LAE ratio reflects a 1.8 percentage point decrease in the change in net ultimate loss estimates for prior accident years in 2006 as compared to 2005. Development on prior accident year reserves was a reduction of $593,000, or a negative 0.9 percentage points, to net loss and LAE in 2006, compared to an addition of $577,000, or 0.9 percentage points in 2005. The improvement in the loss ratio for 2006 in comparison to 2005 primarily reflects improved results within a Florida-based workers’ compensation program and a medical malpractice program, offset by the non-reinsured portion of a specific property claim within a California-based agricultural program.

 

Our expense ratio increased 2.1 percentage points to 34.8% for the three months ended June 30, 2006, from 32.7% for the same period in 2005. This ratio is the unconsolidated policy acquisition and other underwriting expenses in relation to net earned premiums. The increase in the expense ratio in comparison to 2005 reflects an increase in gross external commissions as a result of a shift in our mix of business and a change in estimated profit sharing commissions, related to our excess reinsurance on a commercial transportation program. Offsetting these increases was a reduction in insurance related assessments primarily related to the guaranty fund in Nevada, as well as the impact from our continued leveraging of fixed costs.

 

Agency Operations

 

The following table sets forth the revenues and results from operations for our agency operations (in thousands):

 

 

 

 

Revenue from agency operations, which consists primarily of agency commission revenue, increased $896,000, or 45.2%, to $2.9 million for the three months ended June 30, 2006, from $2.0 million for the comparable period in 2005. This increase is primarily the result of the November 2005 acquisition of a Florida-based retail agency. In addition, the agency operations experienced an increase in new business, offset by a reduction in renewal rates.

 

Agency operations generated pre-tax income, after the allocation of corporate overhead, of $614,000 for the three months ended June 30, 2006, compared to $69,000 for the comparable period in 2005. The improvement in the pre-tax margin is primarily attributable to the overall increase in commissions, noted above.

Other Items

 

Reserves

 

For the three months ended June 30, 2006, we reported a decrease in net ultimate loss estimates for accident years 2005 and prior of $593,000, or 0.2% of $271.4 million of net loss and LAE reserves at December 31, 2005. There were no significant changes in the key assumptions utilized in the analysis and calculations of our reserves during 2006 and 2005.

 

Salary and Employee Benefits and Other Administrative Expenses

 

Salary and employee benefits for the three months ended June 30, 2006, increased $198,000, or 1.5%, to $13.8 million, from $13.6 million for the comparable period in 2005.

 

Other administrative expenses increased $1.3 million, or 20.3%, to $7.3 million, from $6.0 million for the comparable period in 2005. This increase is primarily the result of various increases in other general operating expenses in comparison to 2005. A portion of this increase is the result of the expenses associated with the November 2005 acquisition of a Florida-based agency and the addition of a new Nevada-based branch in March 2006. In addition, this increase in other administrative expenses is the result of information technology enhancements.

 

Salary and employee benefits and other administrative expenses include both corporate overhead and the holding company expenses included in the non-allocated expenses of our segment information.

 

Interest Expense

 

Interest expense for the three months ended June 30, 2006, increased $693,000, or 86.0%, to $1.5 million, from $806,000 for the comparable period in 2005. Interest expense is primarily attributable to our debentures, which are described within the Liquidity and Capital Resources section of Management’s Discussion and Analysis, as well as our current lines of credit. The increase in interest expense was related to the issuance of the junior subordinated debentures in the third quarter of 2005, as well as an overall increase in the average interest rates. The average outstanding balance on our lines of credit during the three months ending June 30, 2006, was $10.1 million, compared to $9.9 million for the same period in 2005. The average interest rate, excluding the debentures, increased in 2006 to 6.3%, compared to 5.4% in 2005 as a result of increases in the underlying eurocurrency based rate.

 

Income Taxes

 

Income tax expense, which includes both federal and state taxes, for the three months ended June 30, 2006, was $2.3 million, or 30.1% of income before taxes. For the same period last year, we reflected an income tax expense of $2.3 million, or 33.2% of income before taxes. Our effective tax rate differs from the 35% statutory rate primarily due to a shift towards increasing investments in tax-exempt securities in an effort to maximize after-tax investment yields. Our current and deferred taxes are calculated using a 35% statutory rate.

LIQUIDITY AND CAPITAL RESOURCES

 

Our principal sources of funds, which include both regulated and non-regulated cash flows, are insurance premiums, investment income, proceeds from the maturity and sale of invested assets, risk management fees, and agency commissions. Funds are primarily used for the payment of claims, commissions, salaries and employee benefits, other operating expenses, shareholders’ dividends, share repurchases, and debt service. Our regulated sources of funds are insurance premiums, investment income, and proceeds from the maturity and sale of invested assets. These regulated funds are used for the payment of claims, policy acquisition and other underwriting expenses, and taxes relating to the regulated portion of net income. Our non-regulated sources of funds are in the form of commission revenue, outside management fees, and intercompany management fees. These non-regulated sources of funds are used to service debt, shareholders’ dividends, share repurchases, and other operating expenses of the holding company and non- regulated subsidiaries. The following table illustrates net income, excluding interest, depreciation, and amortization, between our regulated and non-regulated subsidiaries, which reconciles to our consolidated statement of income and statement of cash flows (in thousands):