UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014
Commission File Number: 001-12251
AMERISAFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Texas | 75-2069407 | |
(State of Incorporation) |
(I.R.S. Employer Identification Number) |
|
2301 Highway 190 West, DeRidder, Louisiana |
70634 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (337) 463-9052
Securities registered pursuant to Section 12(b) of the Act:
Title of Class |
Name of Each Exchange on Which Registered |
|
Common Stock, par value $0.01 per share | Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of June 30, 2014 (the last business day of the Registrants most recently completed second fiscal quarter) was approximately $750.3 million, based upon the closing price of the shares on the NASDAQ Global Select Market on that date.
As of February 16, 2015, there were 18,920,186 shares of the Registrants common stock, par value $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants Proxy Statement relating to the 2015 Annual Meeting of Shareholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this report.
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. These forward-looking statements include statements that reflect the current views of our senior management with respect to our financial performance and future events with respect to our business and the insurance industry in general. Statements that include the words expect, intend, plan, believe, project, forecast, estimate, may, should, anticipate and similar statements of a future or forward-looking nature identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the following:
| increased competition on the basis of types of insurance offered, premium rates, coverage availability, payment terms, claims management, safety services, policy terms, overall financial strength, financial ratings and reputation; |
| the cyclical nature of the workers compensation insurance industry; |
| general economic conditions, including recession, inflation, performance of financial markets, interest rates, unemployment rates and fluctuating asset values; |
| greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events, than our underwriting, reserving or investment practices anticipate based on historical experience or industry data; |
| technology breaches or failures, including those resulting from a malicious cyber attack on the Company or its policyholders and medical providers; |
| adverse developments in economic, competitive or regulatory conditions within the workers compensation insurance industry; |
| decreased demand for our insurance; |
| changes in regulations, laws, rates, or rating factors applicable to the Company, its policyholders or the agencies that sell its insurance; |
| loss of the services of any of our senior management or other key employees; |
| changes in rating agency policies, practices or ratings; |
| changes in the availability, cost or quality of reinsurance and the failure of our reinsurers to pay claims in a timely manner or at all; |
| decreased level of business activity of our policyholders caused by decreased business activity generally, and in particular in the industries we target; |
| changes in legal theories of liability under our insurance policies; |
| developments in capital markets that adversely affect the performance of our investments; |
| the effects of U.S. involvement in hostilities with other countries and large-scale acts of terrorism, or the threat of hostilities or terrorist acts; and |
| other risks and uncertainties described from time to time in the Companys filings with the Securities and Exchange Commission (SEC). |
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements in this report, including under the caption Risk Factors in Item 1A of this report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.
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PART I
Item 1. | Business. |
Overview
We are a specialty provider of workers compensation insurance focused on small to mid-sized employers engaged in hazardous industries, principally construction, trucking, manufacturing, oil and gas and agriculture. Since commencing operations in 1986, we have gained significant experience underwriting the complex workers compensation exposures inherent in these industries. We provide coverage to employers under state and federal workers compensation laws. These laws prescribe wage replacement and medical care benefits that employers are obligated to provide to their employees who are injured in the course and scope of their employment. Our workers compensation insurance policies provide benefits to injured employees for, among other things, temporary or permanent disability, death and medical and hospital expenses. The benefits payable and the duration of those benefits are set by state or federal law. The benefits vary by jurisdiction, the nature and severity of the injury and the wages of the employee. The employer, who is the policyholder, pays the premiums for coverage.
Hazardous industry employers tend to have less frequent but more severe claims as compared to employers in other industries due to the nature of their businesses. Injuries that occur are often severe in nature including death, dismemberment, paraplegia and quadriplegia. As a result, employers engaged in hazardous industries pay substantially higher than average rates for workers compensation insurance compared to employers in other industries, as measured per payroll dollar. The higher premium rates are due to the nature of the work performed and the inherent workplace danger of our target policyholders. For example, our construction employers on average paid premium rates equal to $8.02 per $100 of payroll to obtain workers compensation coverage for all of their employees in 2014.
We employ a proactive, disciplined approach to underwriting employers and providing comprehensive services intended to lessen the overall incidence and cost of workplace injuries. We provide safety services at employers workplaces as a vital component of our underwriting process and to promote safer workplaces. We utilize intensive claims management practices that we believe permit us to reduce the overall cost of our claims. In addition, our premium audit services ensure that our policyholders pay the appropriate premiums required under the terms of their policies and enable us to monitor payroll patterns that cause underwriting, safety or fraud concerns.
We believe that the higher premiums typically paid by our policyholders, together with our disciplined underwriting and safety, claims and audit services, provide us with the opportunity to earn attractive returns on equity.
AMERISAFE, Inc. is an insurance holding company, incorporated in Texas in 1985. We began operations in 1986 by focusing on workers compensation insurance for logging contractors in the southeast United States. Beginning in 1994, we expanded our focus to include the other hazardous industries we serve today. Two of our three insurance subsidiaries, American Interstate Insurance Company and Silver Oak Casualty, are domesticated in Nebraska. Our other insurance subsidiary, American Interstate Insurance Company of Texas, is domiciled in Texas. All three insurance subsidiaries carry an A.M. Best rating of A (Excellent).
Competitive Advantages
We believe we have the following competitive advantages:
Focus on Hazardous Industries. We have extensive experience insuring employers engaged in hazardous industries and have a history of profitably underwriting these industries. Our specialized knowledge of these hazardous industries helps us better serve our policyholders, which leads to greater employer loyalty and policy retention. Our policy renewal rate on voluntary business that we elected to quote for renewal was 91.3% in 2014.
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Focus on Small to Mid-Sized Employers. We believe large insurance companies generally do not target small to mid-sized employers in hazardous industries due to their smaller premium sizes, types of operations, mobile workforces and extensive service needs. We provide these employers enhanced services, including premium payment plans to better match premium payments with our policyholders payroll costs and cash flow.
Specialized Underwriting Expertise . Based on our 29-year history of insuring employers engaged in hazardous industries, we have developed industry specific risk analysis and rating tools that support our underwriters in risk selection and pricing. We are highly disciplined when quoting and binding new and renewal business. We do not delegate underwriting authority to agencies, marketers or to any other third parties that sell our insurance.
Comprehensive Safety Services . We provide proactive safety reviews of employers worksites, which are often located in rural areas. These safety reviews are a vital component of our underwriting process and also assist our policyholders in loss prevention, and encourage safer workplaces by deploying experienced field safety professionals, or FSPs, to our policyholders worksites. In 2014, 91.8% of our new voluntary business policyholders were subject to pre-quotation safety inspections. Additionally, we perform periodic on-site safety surveys of all of our voluntary business policyholders.
Proactive Claims Management. Our employees manage substantially all of our open claims in-house, utilizing intensive claims management practices that emphasize a personalized approach, as well as quality, cost-effective medical treatment. As of December 31, 2014, open indemnity claims per field case manager, or FCM, averaged 54 claims, which we believe is significantly less than the industry average. We also believe our claims management practices allow us to achieve a more favorable claim outcome, accelerate an employees return to work, lessen the likelihood of litigation and more rapidly close claims, all of which ultimately lead to lower overall claim costs.
Efficient Operating Platform. Through extensive cost management initiatives, we maintain one of the most efficient operations in the workers compensation industry. In 2014, our expense ratio was 22.6%. We believe that our expense ratio is substantially lower than that of our competitors, which gives us a greater opportunity to generate an underwriting profit.
Strategy
We intend to increase our book value and produce favorable returns on equity using the following strategies:
Focus on Underwriting Profitability. We intend to maintain our underwriting discipline throughout market cycles with the objective of remaining profitable. Our strategy is to focus on underwriting workers compensation insurance in hazardous industries and to maintain adequate rate levels commensurate with the risks we underwrite. We will also continue to strive for improved risk selection and pricing, as well as reduced frequency and severity of claims through comprehensive workplace safety reviews, effective medical cost containment measures and rapid closing of claims through personal, direct contact with our policyholders and their employees.
Increase Market Penetration. Based on data received from the National Association of Insurance Commissioners, the NAIC, we do not have more than 6.0% of the market share in any state we serve. As a result, we believe we have the opportunity to increase market penetration in each of the states in which we currently operate. Competition in our target markets is fragmented by state, employer size and industry. We believe that our specialized underwriting expertise and safety, claims and audit services position us to profitably increase our market share in our existing principal markets, with minimal increase in field service employees.
Prudent and Opportunistic Geographic Expansion. While we actively market our insurance in 30 states and the District of Columbia, 48.7% of our voluntary in-force premiums were generated in the six states where we derived 5.0% or more of our gross premiums written in 2014. We are licensed in an additional 17 states and the U.S. Virgin Islands. Our existing licenses and rate filings will expedite our ability to write policies in these markets when we decide it is prudent to do so.
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Capitalize on Development of Information Technology System. We believe our underwriting and agency management system, GEAUX , along with our customized operational system, ICAMS , and the analytical data warehouse that ICAMS feeds, significantly enhance our ability to select risk, write profitable business and cost-effectively administer our billing, claims and audit functions.
Maintain Capital Strength. We plan to manage our capital to achieve our profitability goals while striving for optimal operating leverage for our insurance company subsidiaries. To accomplish this objective, we intend to maintain underwriting profitability throughout market cycles, optimize our use of reinsurance, deploy appropriate capital management tools and produce an appropriate risk adjusted return on our growing investment portfolio.
Industry
Overview . Workers compensation is a statutory system under which an employer is required to pay for its employees medical, disability, vocational rehabilitation and death benefit costs for work-related injuries or illnesses. Most employers satisfy this requirement by purchasing workers compensation insurance. The principal concept underlying workers compensation laws is that employees injured in the course and scope of their employment have only the legal remedies available under workers compensation laws and do not have any other recourse against their employer. An employers obligation to pay workers compensation does not depend on any negligence or wrongdoing on the part of the employer and exists even for injuries that result from the negligence or fault of another person, a co-employee, or, in most instances, the injured employee.
Workers compensation insurance policies generally provide that the insurance carrier will pay all benefits that the insured employer may become obligated to pay under applicable workers compensation laws. Each state has a regulatory and adjudicatory system that quantifies the level of wage replacement to be paid, determines the level of medical care required to be provided and the cost of temporary or permanent impairment and specifies the options in selecting medical providers available to the injured employee or the employer. These state laws generally require two types of benefits for injured employees: (1) medical benefits, which include expenses related to the diagnosis and treatment of the injury, as well as any required rehabilitation, and (2) indemnity payments, which consist of temporary wage replacement, permanent disability payments and death benefits to surviving family members. To fulfill these mandated financial obligations, virtually all employers are required to purchase workers compensation insurance or, if permitted by state law or approved by the U.S. Department of Labor, to self-insure. The employers may purchase workers compensation insurance from a private insurance carrier, a state-sanctioned assigned risk pool, or a self-insurance fund, which is an entity that allows employers to obtain workers compensation coverage on a pooled basis, typically subjecting each employer to joint and several liability for the entire fund.
Workers compensation was the fourth-largest property and casualty insurance line in the United States in 2013, according to the National Council on Compensation Insurance, Inc., the NCCI. Direct premiums written in 2013 for the workers compensation insurance industry were $53 billion, and direct premiums written for the property and casualty industry as a whole were $546 billion. According to the most recent market data reported by the NCCI, which is the official rating bureau in the majority of states in which we are licensed, total premiums reported for the specific occupational class codes for which we underwrite business were $14.0 billion.
Policyholders
As of December 31, 2014, we had more than 8,000 voluntary business policyholders with an average annual workers compensation policy written premium of $43,516. As of December 31, 2014, our ten largest voluntary business policyholders accounted for 2.7% of our in-force premiums. Our policy renewal rate on voluntary business that we elected to quote for renewal was 91.3% in 2014, 92.3% in 2013, and 91.5% in 2012.
In addition to our voluntary workers compensation business, we underwrite workers compensation policies for employers assigned to us and assume reinsurance premiums from mandatory pooling arrangements, in each case to fulfill our obligations under residual market programs implemented by the states in which we
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operate. Our assigned risk business fulfills our statutory obligation to participate in residual market plans in four states. See RegulationResidual Market Programs below. For the year ended December 31, 2014, our assigned risk business accounted for 1.3% of our gross premiums written, and our assumed premiums from mandatory pooling arrangements accounted for 2.3% of our gross premiums written.
Targeted Industries
We provide workers compensation insurance primarily to employers in the following targeted hazardous industries:
Construction. Includes a broad range of operations such as highway and bridge construction, building and maintenance of pipeline and powerline networks, excavation, commercial construction, roofing, iron and steel erection, tower erection and numerous other specialized construction operations. In 2014, our average policy premium for voluntary workers compensation within the construction industry was $44,492, or $8.02 per $100 of payroll.
Trucking. Includes a broad spectrum of diverse operations including contract haulers, regional and local freight carriers, special equipment transporters and other trucking companies that conduct a variety of short- and long-haul operations. In 2014, our average policy premium for voluntary workers compensation within the trucking industry was $42,177, or $9.87 per $100 of payroll.
Manufacturing. Includes a diverse group of policyholders businesses such as the production of goods for use or sale using labor and machines, tools, chemical and biological processing or formulation. In 2014, our average policy premium for voluntary workers compensation within the manufacturing industry was $45,197, or $5.42 per $100 of payroll.
Oil and Gas. Includes various oil and gas activities including gathering, transportation, processing, production, and field service operations. In 2014, our average policy premium for voluntary workers compensation within the oil and gas industry was $51,205, or $5.61 per $100 of payroll.
Agriculture. Includes crop maintenance and harvesting, grain and produce operations, nursery operations, meat processing, and livestock feed and transportation. In 2014, our average policy premium for voluntary workers compensation within the agriculture industry was $29,034, or $6.43 per $100 of payroll.
Maritime. Includes ship building and repair, pier and marine construction, inter-coastal construction, and stevedoring. In 2014, our average policy premium for voluntary workers compensation within the maritime industry was $63,793, or $5.61 per $100 of payroll.
Logging. Includes tree harvesting operations ranging from labor intensive chainsaw felling and trimming to sophisticated mechanized operations using heavy equipment. In 2014, our average policy premium for voluntary workers compensation within the logging industry was $29,372, or $15.13 per $100 of payroll.
Our gross premiums are derived from:
| Voluntary Business. Includes direct premiums from workers compensation insurance policies that we issue to employers who seek to purchase insurance directly from us and who we voluntarily agree to insure. |
| Assigned Risk Business. Includes direct premiums from workers compensation insurance policies that we issue to employers assigned to us under residual market programs implemented by some of the states in which we operate. |
| Assumed Premiums. Includes premiums from our participation in mandatory pooling arrangements under residual market programs implemented by some of the states in which we operate. |
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Gross premiums written during the years ended December 31, 2014, 2013 and 2012, and the allocation of those premiums among the hazardous industries we target are presented in the table below.
Gross Premiums Written |
Percentage of
Gross Premiums Written |
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2014 | 2013 | 2012 | 2014 | 2013 | 2012 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Voluntary business: |
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Construction |
$ | 166,360 | $ | 153,110 | $ | 132,776 | 42.2% | 41.2% | 40.4% | |||||||||||||||
Trucking |
69,520 | 71,565 | 70,294 | 17.7% | 19.2% | 21.4% | ||||||||||||||||||
Manufacturing |
28,239 | 27,122 | 22,792 | 7.2% | 7.3% | 6.9% | ||||||||||||||||||
Oil and Gas |
15,802 | 17,976 | 15,519 | 4.0% | 4.8% | 4.7% | ||||||||||||||||||
Agriculture |
15,426 | 15,563 | 17,204 | 3.9% | 4.2% | 5.3% | ||||||||||||||||||
Maritime |
11,413 | 10,883 | 9,493 | 2.9% | 2.9% | 2.9% | ||||||||||||||||||
Logging |
7,200 | 8,132 | 7,795 | 1.8% | 2.2% | 2.4% | ||||||||||||||||||
Other |
65,475 | 55,554 | 45,123 | 16.6% | 14.9% | 13.8% | ||||||||||||||||||
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Total voluntary business |
379,435 | 359,905 | 320,996 | 96.3% | 96.7% | 97.8% | ||||||||||||||||||
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Assigned risk business |
5,198 | 4,342 | 2,735 | 1.3% | 1.2% | 0.7% | ||||||||||||||||||
Assumed premiums |
9,186 | 7,930 | 5,092 | 2.4% | 2.1% | 1.5% | ||||||||||||||||||
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Total |
$ | 393,819 | $ | 372,177 | $ | 328,823 | 100.0% | 100.0% | 100.0% | |||||||||||||||
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Geographic Distribution
We are licensed to provide workers compensation insurance in 47 states, the District of Columbia and the U.S. Virgin Islands. We operate on a geographically diverse basis with 12.0% or less of our gross premiums written in 2014 derived from any one state. The table below identifies, for the years ended December 31, 2014, 2013 and 2012, the states in which the percentage of our gross premiums written exceeded 3.0% for any of the three years presented.
Percentage of Gross Premiums Written
Year Ended December 31, |
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State |
2014 | 2013 | 2012 | |||||||||
Louisiana |
12.0% | 12.6% | 11.1% | |||||||||
Georgia |
10.2% | 9.2% | 8.5% | |||||||||
Pennsylvania |
9.3% | 9.2% | 8.9% | |||||||||
Florida |
6.2% | 4.5% | 3.5% | |||||||||
Illinois |
5.6% | 5.6% | 5.9% | |||||||||
North Carolina |
5.4% | 6.1% | 7.0% | |||||||||
Virginia |
4.3% | 4.6% | 5.5% | |||||||||
Oklahoma |
4.1% | 4.8% | 5.4% | |||||||||
Texas |
4.0% | 4.4% | 4.2% | |||||||||
Minnesota |
3.8% | 3.3% | 3.4% | |||||||||
South Carolina |
3.2% | 3.4% | 3.2% | |||||||||
Alaska |
3.1% | 3.7% | 3.3% | |||||||||
Mississippi |
3.0% | 2.7% | 2.5% | |||||||||
Kansas |
2.9% | 2.8% | 3.5% | |||||||||
Wisconsin |
2.5% | 2.4% | 3.1% | |||||||||
Tennessee |
2.3% | 3.2% | 3.5% | |||||||||
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Total |
81.9% | 82.5% | 82.5% | |||||||||
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Sales and Marketing
We sell our workers compensation insurance through agencies. As of December 31, 2014, our insurance was sold through more than 3,300 independent agencies and our wholly-owned insurance agency subsidiary, Amerisafe General Agency, which is licensed in 27 states. We are selective in establishing and maintaining relationships with independent agencies. We seek to do business with those agencies that provide quality application flow from companies operating in our target industries and classes that are reasonably likely to accept our quotes. We compensate these agencies by paying a commission based on the premium collected from the policyholder. Our average commission rate for our independent agencies was 7.5% for the year ended December 31, 2014. We pay our insurance agency subsidiary a commission rate of 8.2%. Neither our independent agencies nor our insurance agency subsidiary has authority to underwrite or bind coverage. We do not pay contingent commissions.
As of December 31, 2014, independent agencies accounted for 95.7% of our voluntary in-force premiums. No single independent agency accounted for more than 1.0% of our voluntary in-force premiums at that date.
Underwriting
Our underwriting strategy is to focus on employers in certain hazardous industries that operate in those states where our underwriting efforts are the most profitable and efficient. We analyze each prospective policyholder on its own merits relative to known industry trends and statistical data. Our underwriting guidelines specify that we do not write workers compensation insurance for certain hazardous activities, including sub-surface mining and manufacturing of ammunition or fireworks.
Underwriting is a multi-step process that begins with the receipt of an application from one of our agencies. We initially review the application to confirm that the prospective policyholder meets certain established criteria, including that the prospective policy holder is engaged in one of our targeted hazardous industries and industry classes and operates in the states we target. If the application satisfies these criteria, the application is forwarded to our underwriting department for further review.
Our underwriting department reviews the application to determine if the application meets our underwriting criteria and whether all required information has been provided. If additional information is required, the underwriting department requests additional information from the agency submitting the application. This initial review process is generally completed within three days after the application is received by us . Once this initial review process is complete, our underwriting department requests that a pre-quotation safety inspection be performed in most cases. In 2014, 91.8% of our new voluntary business policyholders were inspected prior to our offering a premium quote.
After the pre-quotation safety inspection has been completed, our underwriting professionals review the results of the inspection to determine if a quote should be made and, if so, prepare the quote. The quote must be reviewed and approved by our underwriting department before the quote is delivered to the agency. All decisions by our underwriting department, including decisions to decline applications, are subject to review and approval by our management-level underwriters.
Our underwriting professionals participate in an incentive compensation program under which bonuses are paid quarterly based upon achieving premium underwriting volume and loss ratio targets. The determination of whether targets have been satisfied is made 30 months after the beginning of the relevant incentive compensation period.
Pricing
In the majority of states, workers compensation insurance rates are based upon published loss costs. Loss costs are derived from wage and loss data reported by insurers to the states statistical agent, which in most states is the NCCI. The state agent then promulgates loss costs for specific job descriptions or class codes.
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Insurers file requests for adoption of a loss cost multiplier, or LCM, to be applied to the loss costs to support operating expenses and profit margins. In addition, most states allow pricing flexibility above and below the filed LCM, within certain limits.
We obtain approval of our rates, including our LCMs, from state regulatory authorities. To maintain rates at profitable levels, we regularly monitor and adjust our LCMs. The effective LCM for our voluntary business was 1.84 for policy year 2014, 1.79 for policy year 2013, and 1.64 for policy year 2012. If we are unable to charge rates in a particular state or industry to produce satisfactory results, we seek to control and reduce our premium volume in that state or industry and redeploy our capital in other states or industries that offer greater opportunity to earn an underwriting profit.
Safety
Our safety inspection process begins with a request from our underwriting department to perform a pre-quotation safety inspection. Our safety inspections focus on a prospective policyholders operations, loss exposures and existing safety controls to prevent potential losses. The factors considered in our inspection include employee experience, turnover, training, previous loss history and corrective actions, and workplace conditions, including equipment condition and, where appropriate, use of fall protection, respiratory protection or other safety devices. Our FSPs travel to employers worksites to perform these safety inspections. These initial inspections allow our underwriting professionals to make decisions on both insurability and pricing. In certain circumstances, we will agree to provide workers compensation insurance only if the employer agrees to implement and maintain the safety management practices that we recommend. In 2014, 91.8% of our new voluntary business policyholders were inspected prior to our offering a premium quote. The remaining voluntary business policyholders were not inspected prior to a premium quote for a variety of reasons, including small premium size or the fact that the policyholder was previously a policyholder subject to our safety inspections.
After an employer becomes a policyholder, we continue to emphasize workplace safety through periodic workplace visits, assisting the policyholder in designing and implementing enhanced safety management programs, providing safety-related information and conducting rigorous post-accident management. Generally, we may cancel or decline to renew an insurance policy if the policyholder does not implement or maintain reasonable safety management practices that we recommend.
Our FSPs participate in an incentive compensation program under which bonuses are paid semi-annually based upon an FSPs production and their policyholders aggregate loss ratios. The results are measured 33 months after the inception of the subject policy period.
Claims
We have structured our claims operation to provide immediate, intensive and personal management of claims to guide injured employees through medical treatment, rehabilitation and recovery, with the primary goal of returning the injured employee to work as promptly as practicable. We seek to limit the number of claim disputes with injured employees through early intervention in the claims process. Where possible, we purchase annuities on longer life claims to close such claims, while still providing an appropriate level of benefits to injured employees. While we seek to promptly settle valid claims, we also aggressively defend against claims we consider to be non-meritorious.
Our FCMs are located in the geographic areas where our policyholders are based. We believe the presence of our FCMs in the field enhances our ability to guide an injured employee to the appropriate conclusion in a friendly, dignified and supportive manner. Our FCMs have broad authority to manage claims from occurrence of a workplace injury through resolution, including authority to retain many different medical providers at our expense. Such providers comprise not only our recommended medical providers, but also nurse case managers, independent medical examiners, vocational specialists, rehabilitation specialists and other specialty providers of medical services necessary to achieve a quality outcome.
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Following notification of a workplace injury, an FCM will contact the policyholder, the injured employee and/or the treating physician to determine the nature and severity of the injury. If a serious injury occurs, the FCM will promptly visit the injured employee or the employees family members to discuss the benefits provided. The FCM will also visit the treating physician to discuss the proposed treatment plan. Our FCM assists the injured employee in receiving appropriate medical treatment and encourages the use of our recommended medical providers and facilities. For example, our FCM may suggest that a treating physician refer an injured worker to another physician or treatment facility that we believe has had positive outcomes for other workers with similar injuries. We actively monitor the number of open cases handled by a single FCM in order to maintain focus on each specific injured employee. As of December 31, 2014, we averaged 54 open indemnity claims per FCM, which we believe is significantly less than the industry average.
Locating our FCMs in the field also allows us to build professional relationships with local medical providers. In selecting medical providers, we rely, in part, on the recommendations of our FCMs who have developed professional relationships within their geographic areas. We also seek input from our policyholders and other contacts in the markets that we serve. While cost factors are considered in selecting medical providers, we consider the most important factor in the selection process to be the medical providers ability to achieve a quality outcome. We define quality outcome as the injured workers rapid, conclusive recovery and return to sustained, full capacity employment.
Premium Audits
We conduct premium audits on all of our voluntary business policyholders annually upon the expiration of each policy, including when the policy is renewed. The purpose of these audits is to verify that policyholders have accurately reported their payroll expenses and employee job classifications, and therefore, have paid us the premium required under the terms of their policies. In addition to annual audits, we selectively perform interim audits on certain classes of business if significant or unusual claims are filed or if the monthly reports submitted by a policyholder reflect a payroll pattern or other aberrations that cause underwriting, safety or fraud concerns. We also mitigate potential losses from under-reporting of premium or delinquent premium payment by collecting a deposit from the policyholder at the inception of the policy, typically representing 15% of the total estimated annual premium, which deposit can be utilized to offset losses from non-payment of premium.
Loss Reserves
We record reserves for estimated losses under insurance policies that we write and for loss adjustment expenses related to the investigation and settlement of policy claims. Our reserves for loss and loss adjustment expenses represent the estimated cost of all reported and unreported loss and loss adjustment expenses incurred and unpaid as of a given point in time.
In establishing our reserves, we review the results of analyses using actuarial methodologies that utilize historical loss data from our more than 29 years of underwriting workers compensation insurance. In evaluating the results of those analyses, our management also uses substantial judgment in considering other factors that are not considered in these actuarial analyses. These actuarial methodologies and subjective factors are described in more detail below. Our process and methodology for estimating reserves applies to both our voluntary and assigned risk business, but does not include our reserves for mandatory pooling arrangements. We record reserves for mandatory pooling arrangements as those reserves are reported to us by the pool administrators. We do not use loss discounting when we determine our reserves, which would involve recognizing the time value of money and offsetting estimates of future payments by future expected investment income.
When a claim is reported, we establish an initial case reserve for the estimated amount of our loss based on our estimate of the most likely outcome of the claim at that time. Generally, that case reserve is established within 14 days after the claim is reported and consists of anticipated medical costs, indemnity costs and specific adjustment expenses, which we refer to as defense and cost containment expenses, or DCC expenses. The most complex claims, involving severe injuries, may take a considerable period of time for us to establish a more precise estimate of the most likely outcome of the claim. At any point in time, the amount paid on a claim, plus
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the reserve for future amounts to be paid, represents the estimated total cost of the claim, or the case incurred amount. The estimated amount of loss for a reported claim is based upon various factors, including:
| type of loss; |
| severity of the injury or damage; |
| age and occupation of the injured employee; |
| estimated length of temporary disability; |
| anticipated permanent disability; |
| expected medical procedures, costs and duration; |
| our knowledge of the circumstances surrounding the claim; |
| insurance policy provisions related to the claim, including coverage; |
| jurisdiction of the occurrence; and |
| other benefits defined by applicable statute. |
The case incurred amount varies over time due to uncertainties with respect to medical treatment and outcome, length and degree of disability, recurrence of injury, employment availability and wage levels and judicial determinations. As changes occur, the case incurred amount is adjusted. The initial estimate of the case incurred amount can vary significantly from the amount ultimately paid, especially in circumstances involving severe injuries with comprehensive medical treatment. Changes in case incurred amounts is an important component of our historical claim data.
In addition to case reserves, we establish reserves on an aggregate basis for loss and DCC expenses that have been incurred but not reported, or IBNR. Our IBNR reserves are also intended to provide for aggregate changes in case incurred amounts as well as the unpaid cost of recently reported claims for which an initial case reserve has not been established.
The third component of our reserves for loss and loss adjustment expenses is our adjusting and other reserve, or AO reserve. Our AO reserve covers primarily the estimated cost of administering claims and is established for the costs of future unallocated loss adjustment expenses for all reported and unreported claims.
The final component of our reserves for loss and loss adjustment expenses is the reserve for mandatory pooling arrangements. The mandatory pooling arrangement reserve includes the amount reported to us by the pool administrators.
In establishing reserves, we rely on the analysis of the more than 193,000 claims in our 29-year history. Using statistical analyses and actuarial methods, we estimate reserves based on historical patterns of case development, payment patterns, mix of business, premium rates charged, case reserving adequacy, operational changes, adjustment philosophy and severity and duration trends.
We review our reserves by industry and state on a quarterly basis. Individual open claims are reviewed more frequently and adjustments to case incurred amounts are made based on expected outcomes. The number of claims reported or occurring during a period, combined with a calculation of average case incurred amounts, and measured over time, provide the foundation for our reserve estimates. In establishing our reserve estimates, we use historical trends in claim reporting timeliness, frequency of claims in relation to earned premium or covered payroll, premium rate levels charged and case development patterns. However, the number of variables and judgments involved in establishing reserve estimates, combined with some random variation in loss development patterns, results in uncertainty regarding projected ultimate losses. As a result, our ultimate liability for loss and loss adjustment expenses may be more or less than our reserve estimate.
Our analysis of our historical data provides the factors we use in our statistical and actuarial analysis in estimating our loss and DCC expense reserve. These factors are primarily measures over time of claims reported,
10
average case incurred amounts, case development, duration, severity and payment patterns. However, these factors cannot be solely used as these factors do not take into consideration changes in business mix, claims management, regulatory issues, medical trends, medical inflation, employment and wage patterns, and other subjective factors. We use this combination of factors and subjective assumptions in the use of six well-accepted actuarial methods, as follows:
| Paid Development Methoduses historical, cumulative paid loss patterns to derive estimated ultimate losses by accident year based upon the assumption that each accident year will develop to estimated ultimate cost in a manner that is analogous to prior years. |
| Paid Weighted Severity Methodmultiplies estimated ultimate claims for each accident year by a weighted average, trended and developed severity. The ultimate claims estimate is based on paid claim count development. The selected severity for a given accident year is derived by giving some weight to all of the accident years in the experience history rather than treating each accident year independently. |
| Paid Loss Ratio Cape Cod Methodsimilar to the paid weighted severity method, except that on-level premiums replace estimated ultimate claims, based upon paid claim count development, and loss ratios replace selected severities. The selected ultimate loss ratio for a given accident year is derived by giving some weight to all of the accident years in the experience history rather than treating each accident year independently. |
| Incurred Development Methoduses historical, cumulative incurred loss patterns to derive estimated ultimate losses by accident year based upon the assumption that each accident year will develop to estimated ultimate cost in a manner that is analogous to prior years. |
| Incurred Weighted Severity Methodmultiplies estimated ultimate claims for each accident year by a weighted average, trended and developed severity. The ultimate claims estimate is based on incurred claim count development. The selected severity for a given accident year is derived by giving some weight to all of the accident years in the experience history rather than treating each accident year independently. |
| Incurred Loss Ratio Cape Cod Methodsimilar to the incurred weighted severity method, except that on-level premiums replace estimated ultimate claims, based upon incurred claim count development, and loss ratios replace selected severities. The selected ultimate loss ratio for a given accident year is derived by giving some weight to all of the accident years in the experience history rather than treating each accident year independently. |
These six methods are applied to both gross and net claims data. We then analyze the results and may emphasize or de-emphasize some or all of the outcomes to reflect our judgment of reasonableness in relation to supplementary information and operational and industry changes. These outcomes are then aggregated to produce a single weighted average point estimate that is the base estimate for loss and DCC expense reserves.
In determining the level of emphasis that may be placed on some or all of the methods, we review statistical information as to which methods are most appropriate, whether adjustments are appropriate within the particular methods, and if results produced by each method include inherent bias reflecting operational and industry changes. This supplementary information may include:
| open and closed claim counts; |
| statistics related to open and closed claim count percentages; |
| claim closure rates; |
| changes in average case reserves and average loss and DCC expenses incurred on open claims; |
| reported and ultimate average case incurred changes; |
| reported and projected ultimate loss ratios; and |
| loss payment patterns. |
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In establishing our AO reserves, we review our past adjustment expenses in relation to paid claims as well as estimated future costs based on expected claims activity and duration.
The sum of our net loss and DCC expense reserve, our AO reserve and our reserve for mandatory pooling arrangements is our total net reserve for loss and loss adjustment expenses.
As of December 31, 2014, our best estimate of our ultimate liability for loss and loss adjustment expenses, net of amounts recoverable from reinsurers, was $628.3 million, which includes $14.3 million in reserves for mandatory pooling arrangements as reported by the pool administrators. The estimate of our ultimate liability was derived from the process and methodology described above, which relies on substantial judgment. There is inherent uncertainty in estimating our reserves for loss and loss adjustment expenses. It is possible that our actual loss and loss adjustment expenses incurred may vary significantly from our estimates. We view our estimate of loss and DCC expenses as the most significant component of our reserve for loss and loss adjustment expenses.
Additional information regarding our reserve for unpaid loss and loss adjustment expenses (LAE) as of December 31, 2014, 2013, and 2012 is set forth below:
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Gross case loss and DCC reserves |
$ | 514,874 | $ | 473,019 | $ | 431,356 | ||||||
AO reserves |
18,572 | 17,187 | 15,736 | |||||||||
Gross IBNR reserves |
154,156 | 124,351 | 123,358 | |||||||||
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Gross unpaid loss, DCC and AO reserves |
687,602 | 614,557 | 570,450 | |||||||||
Reinsurance recoverables on unpaid loss and LAE |
(59,334 | ) | (48,699 | ) | (55,190 | ) | ||||||
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Net unpaid loss, DCC and AO reserves |
$ | 628,268 | $ | 565,858 | $ | 515,260 | ||||||
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We performed sensitivity analyses to show how our net loss and DCC expense reserve, including IBNR, would be impacted by changes in certain critical assumptions. For our paid and incurred development methods, we varied both the cumulative paid and incurred loss development factors (LDFs) by plus and minus 30%, both individually and in combination with one another. The results of this sensitivity analysis, using December 31, 2014 data, are summarized below.
Change in Paid LDFs |
Change in
|
Resultant Change in Net Loss and DCC Reserve |
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Amount ($) |
Percentage |
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(in thousands) | ||||||
+30 % |
+30% | 24,303 | 4.1% | |||
+30 % |
0% | 5,505 | 0.9% | |||
+30 % |
30% | (13,087) | (2.2%) | |||
0 % |
+30% | 21,858 | 3.7% | |||
0 % |
30% | (20,486) | (3.4%) | |||
30 % |
+30% | 27,997 | 4.7% | |||
30 % |
0% | 712 | 0.1% | |||
30 % |
30% | (24,810) | (4.2%) |
For our paid and incurred weighted severity methods, we varied our year-end selected trend factor (for medical costs, defense costs, wage inflation, etc.) by plus and minus 50%. The results of this sensitivity analysis, using December 31, 2014 data, are summarized below.
Change in Severity Trend |
Resultant Change in
Net Loss and DCC Reserve |
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Amount ($) | Percentage | |||||||
(in thousands) | ||||||||
+50% |
2,384 | 0.4% | ||||||
50% |
(1,870) | (0.3%) |
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Reconciliation of Loss Reserves
The table below shows the reconciliation of loss reserves on a gross and net basis for the years ended December 31, 2014, 2013 and 2012, reflecting changes in losses incurred and paid losses.
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Balance, beginning of period |
$ | 614,557 | $ | 570,450 | $ | 538,214 | ||||||
Less amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses |
48,699 | 55,190 | 60,937 | |||||||||
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Net balance, beginning of period |
565,858 | 515,260 | 477,277 | |||||||||
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Add incurred related to: |
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Current accident year |
268,633 | 241,584 | 222,393 | |||||||||
Prior accident years |
(23,717 | ) | (12,611 | ) | (2,490 | ) | ||||||
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Total incurred |
244,916 | 228,973 | 219,903 | |||||||||
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Less paid related to: |
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Current accident year |
52 ,848 | 51,169 | 50,423 | |||||||||
Prior accident years |
129,658 | 127,206 | 131,497 | |||||||||
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Total paid |
182,506 | 178,375 | 181,920 | |||||||||
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Net balance, end of period |
628,268 | 565,858 | 515,260 | |||||||||
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Add amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses |
59,334 | 48,699 | 55,190 | |||||||||
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Balance, end of period |
$ | 687,602 | $ | 614,557 | $ | 570,450 | ||||||
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Our gross reserves for loss and loss adjustment expenses of $687.6 million as of December 31, 2014 are expected to cover all unpaid loss and loss adjustment expenses as of that date. As of December 31, 2014, we had 5,511 open claims, with an average of $124,679 in unpaid loss and loss adjustment expenses per open claim. During the year ended December 31, 2014, 5,785 new claims were reported, and 5,565 claims were closed.
In 2014, our gross reserves increased to $687.6 million from $614.6 million at December 31, 2013. The increase in reserves was attributable to both the 2014 accident year and prior accident years. We also recognized $23.7 million of favorable development for prior accident years. As of December 31, 2013, we had 5,297 open claims, with an average of $116,020 in unpaid loss and loss adjustment expenses per open claim. During the year ended December 31, 2013, 5,620 new claims were reported, and 5,287 claims were closed.
In 2013, our gross reserves increased to $614.6 million from $570.5 million at December 31, 2012. The increase in reserves was attributable to both the 2013 accident year and prior accident years. There was also $12.6 million of favorable development for prior accident years. As of December 31, 2012, we had 4,964 open claims, with an average of $114,917 in unpaid loss and loss adjustment expenses per open claim. During the year ended December 31, 2012, 5,721 new claims were reported, and 5,941 claims were closed.
Loss Development
The table below shows the net loss development for business written each year from 2004 through 2014. The table reflects the changes in our loss and loss adjustment expense reserves in subsequent years from the prior loss estimates based on experience as of the end of each succeeding year on a GAAP basis.
The first line of the table shows, for the years indicated, our liability including the incurred but not reported loss and loss adjustment expenses as originally estimated, net of amounts recoverable from reinsurers. For
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example, as of December 31, 2004, it was estimated that $243.3 million would be sufficient to settle all claims not already settled that had occurred on or prior to December 31, 2004, whether reported or unreported. The next section of the table sets forth the re-estimates in later years of incurred losses, including payments, for the years indicated. The next section of the table shows, by year, the cumulative amounts of loss and loss adjustment expense payments, net of amounts recoverable from reinsurers, as of the end of each succeeding year. For example, with respect to the net loss reserves of $243.3 million as of December 31, 2004, by December 31, 2014 (ten years later) $185.6 million had actually been paid in settlement of the claims that relate to liabilities as of December 31, 2004.
The gross cumulative redundancy/(deficiency) represents, as of December 31, 2014, the difference between the latest re-estimated liability and the amounts as originally estimated. A redundancy means that the original estimate was higher than the current estimate. A deficiency means that the current estimate is higher than the original estimate.
Analysis of Loss and Loss Adjustment Expense Reserve Development
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
2004 | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | ||||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||||||||||||
Reserve for loss and loss adjustment expenses, net of reinsurance recoverables |
$ | 243,256 | $ | 364,253 | $ | 412,366 | $ | 462,478 | $ | 474,697 | $ | 474,220 | $ | 466,668 | $ | 477,277 | $ | 515,260 | $ | 565,858 | $ | 628,268 | ||||||||||||||||||||||
Net reserve estimated as of: |
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One year later |
265,138 | 362,026 | 402,876 | 442,091 | 452,812 | 452,587 | 460,105 | 474,787 | 502,648 | 542,141 | ||||||||||||||||||||||||||||||||||
Two years later |
262,601 | 361,181 | 372,520 | 416,758 | 427,794 | 422,697 | 454,479 | 462,650 | 478,931 | |||||||||||||||||||||||||||||||||||
Three years later |
262,427 | 346,914 | 359,590 | 396,492 | 398,187 | 411,516 | 442,700 | 448,269 | ||||||||||||||||||||||||||||||||||||
Four years later |
256,790 | 339,849 | 348,596 | 371,599 | 387,525 | 402,003 | 429,269 | |||||||||||||||||||||||||||||||||||||
Five years later |
250,586 | 335,158 | 335,252 | 364,147 | 381,950 | 395,479 | ||||||||||||||||||||||||||||||||||||||
Six years later |
247,798 | 325,714 | 331,390 | 361,720 | 377,158 | |||||||||||||||||||||||||||||||||||||||
Seven years later |
239,886 | 323,695 | 330,367 | 358,630 | ||||||||||||||||||||||||||||||||||||||||
Eight years later |
238,650 | 322,620 | 328,133 | |||||||||||||||||||||||||||||||||||||||||
Nine years later |
239,268 | 320,520 | ||||||||||||||||||||||||||||||||||||||||||
Ten years later |
238,292 | |||||||||||||||||||||||||||||||||||||||||||
Net cumulative redundancy (deficiency) |
$ | 4,964 | $ | 43,733 | $ | 84,233 | $ | 103,848 | $ | 97,539 | $ | 78,741 | $ | 37,399 | $ | 29,008 | $ | 36,329 | $ | 23,717 | ||||||||||||||||||||||||
Cumulative amount of reserve paid, net of reserve recoveries, through: |
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One year later |
40,514 | 110,369 | 105,408 | 116,631 | 121,619 | 117,555 | 125,884 | 131,497 | 127,205 | 129,658 | ||||||||||||||||||||||||||||||||||
Two years later |
97,091 | 164,354 | 167,852 | 182,879 | 185,334 | 182,242 | 199,682 | 201,814 | 188,752 | |||||||||||||||||||||||||||||||||||
Three years later |
124,785 | 201,393 | 203,502 | 217,137 | 222,249 | 223,726 | 240,196 | 237,170 | ||||||||||||||||||||||||||||||||||||
Four years later |
154,799 | 222,867 | 224,419 | 239,189 | 245,012 | 248,294 | 262,415 | |||||||||||||||||||||||||||||||||||||
Five years later |
167,092 | 237,699 | 235,931 | 251,941 | 261,323 | 261,653 | ||||||||||||||||||||||||||||||||||||||
Six years later |
175,639 | 245,466 | 242,761 | 261,707 | 270,241 | |||||||||||||||||||||||||||||||||||||||
Seven years later |
180,743 | 249,037 | 247,681 | 267,745 | ||||||||||||||||||||||||||||||||||||||||
Eight years later |
181,018 | 253,008 | 251,651 | |||||||||||||||||||||||||||||||||||||||||
Nine years later |
183,672 | 256,192 | ||||||||||||||||||||||||||||||||||||||||||
Ten years later |
185,619 | |||||||||||||||||||||||||||||||||||||||||||
Net reserve December 31 |
$ | 243,256 | $ | 364,253 | $ | 412,366 | $ | 462,478 | $ | 474,697 | $ | 474,220 | $ | 466,668 | $ | 477,277 | $ | 515,260 | $ | 565,858 | $ | 628,268 | ||||||||||||||||||||||
Reinsurance recoverables |
189,624 | 120,232 | 106,810 | 74,925 | 56,596 | 60,435 | 65,536 | 60,937 | 55,190 | 48,699 | 59,334 | |||||||||||||||||||||||||||||||||
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Gross reserveDecember 31 |
$ | 432,880 | $ | 484,485 | $ | 519,176 | $ | 537,403 | $ | 531,293 | $ | 534,655 | $ | 532,204 | $ | 538,214 | $ | 570,450 | $ | 614,557 | $ | 687,602 | ||||||||||||||||||||||
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Net re-estimated reserve |
$ | 239,268 | $ | 322,620 | $ | 330,367 | $ | 361,720 | $ | 381,950 | $ | 402,003 | $ | 442,700 | $ | 462,650 | $ | 502,648 | $ | 542,141 | ||||||||||||||||||||||||
Re-estimated reinsurance recoverables |
191,584 | 127,564 | 121,826 | 92,071 | 76,966 | 59,832 | 57,466 | 55,025 | 50,563 | 54,024 | ||||||||||||||||||||||||||||||||||
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Gross re-estimated reserve |
$ | 430,852 | $ | 450,184 | $ | 452,193 | $ | 453,791 | $ | 458,916 | $ | 461,835 | $ | 500,166 | $ | 517,675 | $ | 553,211 | $ | 596,165 | ||||||||||||||||||||||||
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Gross cumulative redundancy (deficiency) |
$ | 2,028 | $ | 34,301 | $ | 66,983 | $ | 83,612 | $ | 72,377 | $ | 72,820 | $ | 32,038 | $ | 20,539 | $ | 17,239 | $ | 18,392 | ||||||||||||||||||||||||
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Investments
We derive net investment income from our invested assets. As of December 31, 2014, the carrying value of our investment portfolio, including cash and cash equivalents, was $1.1 billion and the fair value of the portfolio was $1.1 billion.
14
Our board of directors has established an investment policy governing our investments, which is reviewed at least annually. The principal objectives of our investment portfolio are to preserve capital and surplus and to maintain appropriate liquidity for corporate requirements. Additional objectives are to support our A.M. Best rating and to maximize after-tax income and total return. Our investment policy establishes limitations and guidelines relating to, for example, asset allocation, diversification, credit ratings and duration. We periodically review our investment portfolio with the risk committee of our board of directors for compliance with the policy. Our investment portfolio is managed internally.
We classify the majority of our fixed maturity securities as held-to-maturity. We do not reflect any changes in fair value for these securities in our financial statements, unless such changes are deemed to be other than temporary impairments, in which case such impairments flow through our income statement within the category, Net realized gains (losses) on investments. The remainder of our fixed maturity securities and all of our equity securities are classified as available-for-sale. These investments are valued at fair value at the end of each period, with changes in fair value flowing through other comprehensive income. We generally seek to limit our holdings in equity securities to the lesser of 10% of the investment portfolio or 30% of shareholders equity, on a fair value basis.
See Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsInvestments for further information on the composition and results of our investment portfolio.
The table below shows the carrying values of various categories of securities held in our investment portfolio, the percentage of the total carrying value of our investment portfolio represented by each category and the effective interest rate for the year ended December 31, 2014 based on the carrying value of each category as of December 31, 2014:
Carrying Value |
Percentage
of Portfolio |
Effective
Interest Rate |
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(in thousands) | ||||||||||||
Fixed maturity securitiesheld-to-maturity: |
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State and political subdivisions |
$ | 385,623 | 34.8% | 3.5% | ||||||||
Corporate bonds |
176,880 | 16.0% | 1.5% | |||||||||
Commercial mortgage-backed securities |
46,662 | 4.2% | 4.7% | |||||||||
U.S. agency-based mortgage-backed securities |
16,972 | 1.5% | 5.1% | |||||||||
U.S. Treasury securities and obligations of U.S. Government agencies |
10,697 | 1.0% | 3.5% | |||||||||
Asset-backed securities |
2,797 | 0.3% | 3.7% | |||||||||
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Total fixed maturity securities
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639,631 | 57.8% | 3.1% | |||||||||
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Fixed maturity securitiesavailable-for-sale: |
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State and political subdivisions |
157,374 | 14.2% | 3.5% | |||||||||
Corporate bonds |
165,370 | 14.9% | 1.6% | |||||||||
U.S. agency-based mortgage-backed securities |
8,498 | 0.8% | 3.2% | |||||||||
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Total fixed maturity securities
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331,242 | 29.9% | 2.5% | |||||||||
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Equity securities |
28 | 0.0% | 0.0% | |||||||||
Other investments |
11,748 | 1.1% | 0.0% | |||||||||
Cash and cash equivalents |
90,956 | 8.2% | 0.1% | |||||||||
Short-term investments |
33,684 | 3.0% | 0.5% | |||||||||
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Total investments, including cash and cash equivalents |
$ | 1,107,289 | 100.0% | 2.6% | ||||||||
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15
As of December 31, 2014, our fixed maturity securities had a carrying value of $970.9 million, which represented 87.7% of the carrying value of our investments, including cash and cash equivalents. For the twelve months ended December 31, 2014, the pre-tax accounting investment yield of our investment portfolio was 2.6% per annum.
The gross unrealized gains and losses on, and the cost or amortized cost and fair value of, our investment portfolio as of December 31, 2014 are summarized as follows:
Cost or
Amortized Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
Fixed maturity securities, held-to-maturity |
$ | 639,631 | $ | 25,404 | $ | (664 | ) | $ | 664,371 | |||||||
Fixed maturity securities, available-for-sale |
327,004 | 7,732 | (3,494 | ) | 331,242 | |||||||||||
Equity securities, available-for-sale |
| 28 | | 28 | ||||||||||||
Other investments, available-for-sale |
10,000 | 1,748 | | 11,748 | ||||||||||||
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|
|
|||||
Totals |
$ | 976,635 | $ | 34,912 | $ | (4,158 | ) | $ | 1,007,389 | |||||||
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As of December 31, 2014, municipal bonds made up 49.0% of our investment portfolio, including cash and short-term investments. The largest concentration results from companies being allowed an investment credit against Louisiana premium taxes for varying levels of Louisiana assets. The table below summarizes the top five geographic exposures as of December 31, 2014.
Carrying Value |
Percentage
of Municipal Portfolio |
Percentage
of Total Portfolio |
||||||||||
(in thousands) | ||||||||||||
Louisiana |
$ | 127,115 | 23.4 | % | 11.5 | % | ||||||
Texas |
99,554 | 18.3 | % | 9.0 | % | |||||||
Florida |
52,991 | 9.8 | % | 4.8 | % | |||||||
Washington |
36,697 | 6.8 | % | 3.3 | % | |||||||
Illinois |
22,431 | 4.1 | % | 2.0 | % | |||||||
Other |
204,209 | 37.6 | % | 18.4 | % | |||||||
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|
|
|
||||
$ | 542,997 | 100.0 | % | 49.0 | % | |||||||
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The table below summarizes the credit quality of our investment portfolio, excluding our equity holdings, as of December 31, 2014, as determined by the middle rating of Moodys, Standard and Poors, and Fitch.
Credit Rating |
Percentage
of Total Carrying Value |
|||
AAA |
33.4 | % | ||
AA |
23.5 | % | ||
A |
24.5 | % | ||
BBB |
17.7 | % | ||
BB and below |
0.7 | % | ||
Unrated Securities |
0.2 | % | ||
|
|
|
||
Total |
100.0 | % | ||
|
|
|
As of December 31, 2014, the average composite rating of our investment portfolio, excluding our equity holdings, was AA-.
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The table below shows the composition of our fixed maturity securities by remaining time to maturity as of December 31, 2014.
Remaining Time to Maturity |
As of December 31, 2014 | |||||||
Carrying Value | Percentage | |||||||
(in thousands) | ||||||||
Less than one year |
$ | 172,344 | 17.8 | % | ||||
One to five years |
390,546 | 40.2 | % | |||||
Five to ten years |
112,978 | 11.6 | % | |||||
More than ten years |
220,076 | 22.7 | % | |||||
U.S. agency-based mortgage-backed securities |
25,470 | 2.6 | % | |||||
Commercial mortgage-backed securities |
46,662 | 4.8 | % | |||||
Asset-backed securities |
2,797 | 0.3 | % | |||||
|
|
|
|
|
|
|||
Total |
$ | 970,873 | 100.0 | % | ||||
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Reinsurance
We purchase reinsurance to reduce our net liability on individual risks and claims and to protect against catastrophic losses. Reinsurance involves an insurance company transferring to, or ceding, a portion of the exposure on a risk to a reinsurer. The reinsurer assumes the exposure in return for a portion of our premium. The cost and limits of reinsurance we purchase can vary from year to year based upon the availability of quality reinsurance at an acceptable price and our desired level of retention. Retention refers to the amount of risk that we retain for our own account. Under excess of loss reinsurance, covered losses in excess of the retention level up to the limit of the program are paid by the reinsurer. Our excess of loss reinsurance is written in layers, in which our reinsurers accept a band of coverage up to a specified amount. Any liability exceeding the limit of the program reverts to us as the ceding company. Reinsurance does not legally discharge us from primary liability for the full amount due under our policies. However, our reinsurers are obligated to indemnify us to the extent of the coverage provided in our reinsurance agreements.
We believe reinsurance is critical to our business. Our reinsurance purchasing strategy is to protect against unforeseen and/or catastrophic loss activity that would adversely impact our income and capital base. We generally select financially strong reinsurers with an A.M. Best rating of A (Excellent) or better at the time we enter into a reinsurance contract. In addition, to minimize our exposure to significant losses from reinsurer insolvencies, we evaluate the financial condition of our reinsurers and monitor concentrations of credit risk on a continual basis.
2015 Excess of Loss Reinsurance Treaty Program
Effective January 1, 2014, we entered into a new multi-year excess of loss reinsurance treaty program related to our voluntary and assigned risk business that applies to losses incurred between January 1, 2014 and the date on which the reinsurance agreements are terminated. Our reinsurance treaty program provides us with reinsurance coverage for each loss occurrence up to $70.0 million, subject to applicable limitations, deductibles, retentions and aggregate limits. The maximum loss occurrence involving a single claimant remains limited to a maximum of $10.0 million for that claimant, subject to applicable deductibles, retentions and aggregate limits.
We have 14 reinsurers participating in our reinsurance treaty program in 2015. Under certain circumstances, including a downgrade of a reinsurers A.M. Best rating to B++ (Very Good) or below, such reinsurer may be required to provide us with security for amounts due under the terms of our reinsurance program. This security may take the form of, among other things, cash advances or letters of credit. If security is required because of a ratings downgrade, the form of security must be mutually agreed to between the reinsurer and us.
In the 2014 program, we raised our retention from $1.0 million to $2.0 million for each loss occurrence. In 2015, for each loss occurrence in excess of $2.0 million, our first layer of reinsurance provides coverage for
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losses up to $10.0 million. This layer provides coverage in two parts. Before our reinsurers are obligated to reimburse us under this layer, we are subject to an annual aggregate deductible of 1.5% of subject earned premium under the first part of this coverage and 6.5% of subject earned premium under the second part of this coverage. The limit under the first part of this coverage is 5.0% of subject earned premium in any one year and 3.0% of subject earned premium in the aggregate for all three years covered by this layer. The limit under the second part of this coverage is 3.0% of subject earned premium for any one year and 1.5% of subject earned premium in the aggregate for the remaining two years in this layer.
At our option, we have the right to commute the reinsurers obligations under the agreement at any time after the end of the applicable term of the agreement. If we commute the reinsurers obligations, we are entitled to receive a portion of the premiums that were paid to the reinsurers prior to the effective dates of the applicable commutations, subject to certain adjustments provided in the agreement. This layer of reinsurance will expire on January 1, 2017.
A Catastrophe excess of loss layer affords coverage up to $60.0 million for each loss occurrence in excess of $10.0 million. This layer includes coverage for terrorism including the use and/or dispersal of nuclear, biological, chemical and radiological agents with an annual aggregate limit of $60.0 million. The aggregate limit for all other claims under this layer is $120.0 million. This layer expires on January 1, 2016.
The table below sets forth the reinsurers participating in our 2015 reinsurance program:
Reinsurer |
A.M. Best
Rating |
|
Hannover Reinsurance (Ireland) Limited |
A+ | |
Allianz Risk Transfer AG (Bermuda) |
A+ | |
Arch Reinsurance Company |
A+ | |
Alterra Reinsurance USA Inc |
A | |
Lloyds Syndicate 2003 SJC |
A | |
Montpelier Reinsurance Limited |
A | |
Munich Reinsurance America, Inc. |
A+ | |
Lloyds Syndicate 2987 BRT |
A | |
Houston Casualty Company |
A+ | |
Lloyds Syndicate 1084 CSL |
A | |
Lloyds Syndicate 3000 MKL |
A | |
Lloyds Syndicate 1955 BAR |
A | |
Lloyds Syndicate 4472 LIB |
A | |
Minnesota Workers Compensation Reinsurance Association |
NR |
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Due to the nature of reinsurance, we have recoverables from reinsurers that apply to accident years prior to 2014. The table below summarizes our amounts recoverable from reinsurers as of December 31, 2014.
Reinsurer |
A.M. Best
Rating |
Amounts Recoverable as
of December 31, 2014 |
||||
(in thousands) | ||||||
Hannover Reinsurance (Ireland) Limited (1) |
A+ | $ | 27,387 | |||
Odyssey Reinsurance Company |
A | 13,523 | ||||
Minnesota Workers Compensation Reinsurance Association (1) |
NR | 8,518 | ||||
Tokio Millennium Re Ltd |
A++ | 6,410 | ||||
Clearwater Insurance Company |
bbb | 6,229 | ||||
Finial Reinsurance |
A- | 5,124 | ||||
SCOR Reinsurance Company |
A | 4,926 | ||||
St. Paul Fire and Marine Insurance Company |
A++ | 2,168 | ||||
Lloyds Syndicate #2000/Harrington |
A | 1,225 | ||||
Clearwater Select Insurance |
bbb | 1,218 | ||||
American National Insurance Company |
A | 1,081 | ||||
Allianz Risk Transfer AG (Bermuda) (1) |
A+ | 1,023 | ||||
Other |
| 7,056 | ||||
|
|
|
||||
Total |
$ | 85,888 | ||||
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(1) | Current participant in our 2015 reinsurance program. |
Terrorism Reinsurance
The Terrorism Risk Insurance Act of 2002 (the 2002 Act) was enacted in response to the events of September 11, 2001 and was extended by the Terrorism Risk Insurance Extension Act of 2005 (the 2005 Act), the Terrorism Risk Insurance Program Reauthorization Act of 2007 (the 2007 Act), and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (the 2015 Act). The 2002 Act, the 2005 Act, the 2007 Act and the 2015 Act were designed to ensure the availability of insurance coverage for losses resulting from certain acts of terrorism in the United States. The 2015 Act reauthorizes a federal program, established under the 2002 Act, extended by the 2005 Act and 2007 Act, and further extended the program through the end of 2020. This program provides federal reimbursement to insurance companies for a portion of their losses arising from certain acts of terrorism and requires insurance companies to offer coverage for these acts. The program applies to insured losses arising out of acts that are certified as acts of terrorism by the Secretary of the Treasury in concurrence with the Secretary of State and the Attorney General of the United States. In addition, the program does not provide any reimbursement for any portion of aggregate industry-wide insured losses from certified acts of terrorism that exceed $100.0 billion in any one year and is subject to certain other limitations and restrictions.
For insured losses in 2015, each insurance group is responsible for a statutory deductible under the 2015 Act that is equal to 20% of its direct earned property and casualty insurance premiums. For losses occurring in 2015, the U.S. Federal Government will reimburse 85% of an insurance groups covered losses over the statutory deductible. The U.S. Federal Government reimbursement will decrease 1% each year until it is 80% in 2020. In addition, no federal reimbursement is available unless the aggregate insurance industry-wide losses from a certified act of terrorism exceed $100.0 million for any act of terrorism occurring in 2015 and increasing by $20.0 million each year until it is $200.0 million in 2020. However, there is no relief from the requirement under the 2015 Act that insurance companies offer coverage for certified acts of terrorism if those acts do not cause losses exceeding these threshold amounts and thus do not result in any federal reimbursement payments.
Under the 2015 Act, insurance companies must offer coverage for losses due to certified acts of terrorism in their workers compensation policies. Moreover, the workers compensation laws of the various states generally do not permit the exclusion of coverage for losses arising from acts of terrorism, including terrorism that involves the use of nuclear, biological, radioactive or chemical agents. In addition, state law prohibits us
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from limiting our workers compensation insurance losses arising from any one catastrophe or any one claimant. We have reinsurance protection in our 2015 reinsurance treaty program that affords coverage for up to $70 million for losses arising from conventional terrorism. Amerisafes 2014 Catastrophe excess of loss layer for loss occurrences greater than $10 million also added coverage for losses caused by nuclear, biological, chemical and radiological attacks, subject to the deductibles, retentions, definitions and aggregate limits. This coverage was renewed for 2015.
Technology
We view our information systems as an integral part of our operations. We make substantial investments in improving our systems on an ongoing basis. We provide our field premium auditors, field safety professionals and field case managers with computer and communication equipment to efficiently complete services. We also deploy online solutions for our policyholders to enable timely and efficient premium payments and claims reporting, and for our agents to improve collaboration and exchange of data in the underwriting process. Our information technology employees perform end-user support, systems development, and infrastructure operation and maintenance with limited assistance from outside vendors.
Competition
The insurance industry, in general, is highly competitive and there is significant competition in the workers compensation segment of the industry. Competition in the insurance business is based on many factors, including premium rates, policy terms, coverage availability, claims management, safety services, payment terms, types of insurance offered, overall financial strength and financial ratings assigned by independent rating organizations, such as A.M. Best. Some of the insurers with which we compete have significantly greater financial, marketing and management resources than we do. We may also compete with new market entrants in the future.
We believe the workers compensation market for the hazardous industries we target is more fragmented and to some degree less competitive than other segments of the workers compensation market. Our competitors include other insurance companies, individual self-insured companies, state insurance pools and self-insurance funds. Overall, we estimate that more than 300 insurance companies participate in the workers compensation market. The insurance companies with which we compete vary by state and by the industries we target. These market conditions are also impacted by lower estimated loss costs adopted by a number of states in which we do business.
Our competitive advantages include our safety service and claims management practices, our A.M. Best rating and our ability to reduce claims through implementation of our work safety programs. In addition, we believe that our insurance is competitively priced and our premium rates are typically lower than those for policyholders assigned to the state insurance pools, allowing us to provide a viable alternative for policyholders in those pools.
Employees
As of December 31, 2014, we had 443 full-time employees and 2 part-time employees. None of our employees are subject to collective bargaining agreements. We believe that our employee relations are good.
Regulation
Holding Company Regulation
Nearly all states have enacted legislation that regulates insurance holding company systems. Each insurance company in a holding company system is required to register with the insurance supervisory agency of its state of domicile and furnish information concerning the operations of companies within the holding company system that may materially affect the operations, management or financial condition of the insurers within the system. Under these laws, the respective state insurance departments may examine us at any time, require
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disclosure of material transactions and require prior notice of or approval for certain transactions. All transactions within a holding company system affecting an insurer must have fair and reasonable terms and are subject to other standards and requirements established by law and regulation.
Change of Control
The insurance holding company laws of nearly all states require advance approval by the respective state insurance departments of any change of control of an insurer. Control is generally presumed to exist through the direct or indirect ownership of 10% or more of the voting securities of a domestic insurance company or any entity that controls a domestic insurance company. In addition, insurance laws in many states contain provisions that require pre-notification to the insurance commissioners of a change of control of a non-domestic insurance company licensed in those states. Any future transactions that would constitute a change of control of American Interstate, Silver Oak Casualty or American Interstate of Texas, including a change of control of AMERISAFE, would generally require the party acquiring control to obtain the prior approval of the department of insurance in the state in which the insurance company being acquired is incorporated and may require pre-notification in the states where pre-notification provisions have been adopted. Obtaining these approvals may result in the material delay of, or deter, any such transaction.
These laws may discourage potential acquisition proposals and may delay, deter or prevent a change of control of AMERISAFE, including through transactions, and in particular unsolicited transactions, that some or all of the shareholders of AMERISAFE might consider to be desirable.
State Insurance Regulation
Insurance companies are subject to regulation and supervision by the department of insurance in the state in which they are domiciled and, to a lesser extent, other states in which they conduct business. American Interstate and Silver Oak Casualty are primarily subject to regulation and supervision by the Nebraska Department of Insurance. American Interstate of Texas is primarily subject to regulation and supervision by the Texas Department of Insurance and Workers Compensation Commission. These state agencies have broad regulatory, supervisory and administrative powers, including among other things, the power to grant and revoke licenses to transact business, license agencies, set the standards of solvency to be met and maintained, determine the nature of, and limitations on, investments and dividends, approve policy forms and rates in some states, periodically examine financial statements, determine the form and content of required financial statements and periodically examine market conduct.
Detailed annual and quarterly financial statements and other reports are required to be filed with the state insurance departments in all states in which we are licensed to transact business. The financial statements of American Interstate, Silver Oak Casualty and American Interstate of Texas are subject to periodic examination by the department of insurance in each state in which they are licensed to do business.
In addition, many states have laws and regulations that limit an insurers ability to withdraw from a particular market. For example, states may limit an insurers ability to cancel or not renew policies. Furthermore, certain states prohibit an insurer from withdrawing one or more lines of business from the state, except pursuant to a plan that is approved by the state insurance department. The state insurance department may disapprove a plan that may lead to market disruption. Laws and regulations that limit cancellation and non-renewal and that subject program withdrawals to prior approval requirements may restrict our ability to exit unprofitable markets.
Insurance agencies are also subject to regulation and supervision by the state insurance departments in the states in which they are licensed. Our wholly owned subsidiary, Amerisafe General Agency, Inc., is licensed as an insurance agent in 27 states and as a managing general insurance agency in 14 states. Amerisafe General Agency is domiciled in Louisiana and is primarily subject to regulation and supervision by the Louisiana Department of Insurance, which regulates the solicitation of insurance and the qualification and licensing of agents and agencies that may desire to conduct business in Louisiana.
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State Insurance Department Examinations
We are subject to periodic examinations by state insurance departments in the states in which we operate. The Nebraska insurance department generally examines its domiciliary insurance companies every five years. The Texas insurance department generally conducts examinations of its domiciliary insurance companies on a triennial basis.
American Interstate Insurance Company and Silver Oak Casualty, Inc. underwent a Nebraska insurance department examination in 2014 that covered calendar years 2009 through 2013. American Interstate Insurance Company of Texas underwent an examination in 2014 that covered calendar years 2010 through 2013.
Guaranty Fund Assessments
In most of the states where we are licensed to transact business, there is a requirement that property and casualty insurers doing business in that state participate in a guaranty association, which is organized to pay contractual benefits owed under insurance policies issued by impaired, insolvent or failed insurers. These associations levy assessments, up to prescribed limits, on all member insurers in a particular state on the basis of the proportionate share of the premium written by member insurers in the lines of business in which the impaired, insolvent or failed insurer is engaged. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets.
Property and casualty insurance company insolvencies or failures may result in additional security fund assessments to us at some future date. At this time, we are unable to determine the impact, if any, such assessments may have on our financial position or results of operations. We have established liabilities for guaranty fund assessments with respect to insurers that are currently subject to insolvency proceedings.
Residual Market Programs
Many of the states in which we conduct business or intend to conduct business require that all licensed insurers participate in a program to provide workers compensation insurance to those employers who have not or cannot obtain coverage from a carrier on a negotiated basis. The level of required participation in such programs is generally determined by calculating the volume of our voluntary business in that state as a percentage of all voluntary business in that state by all insurers. The resulting factor is the proportion of premium we must accept as a percentage of all of premiums in policies included in that states residual market program.
Companies generally can fulfill their residual market obligations by either issuing insurance policies to employers assigned to them, or participating in a reinsurance pool where the results of all policies provided through the pool are shared by the participating companies. We utilize both methods, depending on managements evaluation of the most cost-efficient method to adopt in each state that allows a choice of assigned risk or participation in a pooling arrangement. In 2014, we had assigned risks in four states: Alabama, Alaska, North Carolina and Virginia.
Second Injury Funds
A number of states operate trust funds that reimburse insurers and employers for claims paid to injured employees for aggravation of prior conditions or injuries. The state-managed trust funds are funded through assessments against insurers and self-insurers providing workers compensation coverage in the applicable state. Our recoveries from state-managed trust funds for the years ended December 31, 2014, 2013 and 2012 were $6.8 million, $6.0 million and $3.9 million, respectively. Our cash paid for assessments to state-managed trust funds for the years ended December 31, 2014, 2013 and 2012 was $1.9 million, $2.3 million and $2.2 million, respectively. We accrue for second injury funds relative to historical paid amounts.
Dividend Limitations
Under Nebraska law, without the prior approval of the Nebraska Director of Insurance, American Interstate and Silver Oak Casualty cannot pay dividends to their shareholder that exceed the greater of (a) 10% of statutory
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surplus as of the previous year end or (b) or statutory net income, excluding realized investment gains, for the preceding 12-month period. However, net income from the previous two calendar years may be carried forward to the extent that it has not already been paid out as dividends. Further, under Texas law, without the prior approval of the Texas Commissioner of Insurance, American Interstate of Texas cannot pay dividends to its shareholder in excess of the greater of (x) 10% of statutory surplus, or (y) statutory net income, for the preceding 12-month period.
Federal Law and Regulations
For the year ended December 31, 2014, we derived 2.7% of our voluntary in-force premiums from employers engaged in the maritime industry. As a provider of workers compensation insurance for employers engaged in the maritime industry, we are subject to the United States Longshore and Harbor Workers Compensation Act, or the USL&H Act, and the Merchant Marine Act of 1920, or Jones Act. We are also subject to regulations related to the USL&H Act and the Jones Act.
The USL&H Act, which is administered by the U.S. Department of Labor, generally covers exposures on the navigable waters of the United States and in adjoining waterfront areas, including exposures resulting from stevedoring. The USL&H Act requires employers to provide medical benefits, compensation for lost wages, and rehabilitation services to longshoremen, harbor workers and other maritime workers who may suffer injury, disability or death during the course and scope of their employment. The Department of Labor has the authority to require us to make deposits to serve as collateral for losses incurred under the USL&H Act.
The Jones Act is a federal law, the maritime employer provisions of which provide injured offshore workers, or seamen, with a remedy against their employers for injuries arising from negligent acts of the employer or co-workers during the course of employment on a ship or vessel.
Privacy Regulations
In 1999, Congress enacted the Gramm-Leach-Bliley Act, which, among other things, protects consumers from the unauthorized dissemination of certain personal information. Subsequently, a majority of states have implemented additional regulations to address privacy issues. These laws and regulations apply to all financial institutions, including insurance companies, and require us to maintain appropriate policies and procedures for managing and protecting certain personal information of our policyholders and to fully disclose our privacy practices to our policyholders. We may also be exposed to future privacy laws and regulations, which could impose additional costs and impact our results of operations or financial condition. In 2000, the National Association of Insurance Commissioners, or the NAIC, adopted the Privacy of Consumer Financial and Health Information Model Regulation, which assisted states in promulgating regulations to comply with the Gramm-Leach-Bliley Act. In 2002, to further facilitate the implementation of the Gramm-Leach-Bliley Act, the NAIC adopted the Standards for Safeguarding Customer Information Model Regulation. Several states have now adopted similar provisions regarding the safeguarding of policyholder information. We have established policies and procedures intended to ensure that we are in compliance with the Gramm-Leach-Bliley related privacy requirements.
Federal and State Legislative and Regulatory Changes
From time to time, various regulatory and legislative changes have been proposed in the insurance industry. Among the proposals that have in the past been or are at present being considered are the possible introduction of federal regulation in addition to, or in lieu of, the current system of state regulation of insurers and proposals in various state legislatures (some of which proposals have been enacted) to conform portions of their insurance laws and regulations to various model acts adopted by the NAIC. We are unable to predict whether any of these laws and regulations will be adopted, the form in which any such laws and regulations would be adopted or the effect, if any, these developments would have on our operations and financial condition.
For information on the Terrorism Risk Act, see ReinsuranceTerrorism Reinsurance.
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The National Association of Insurance Commissioners
The NAIC is a group formed by state insurance commissioners to discuss issues and formulate policy with respect to regulation, reporting and accounting of insurance companies. Although the NAIC has no legislative authority and insurance companies are at all times subject to the laws of their respective domiciliary states and, to a lesser extent, other states in which they conduct business, the NAIC is influential in determining the form in which such laws are enacted. Model insurance laws, regulations and guidelines, which we refer to as the Model Laws, have been promulgated by the NAIC as a minimum standard by which state regulatory systems and regulations are measured. Adoption of state laws that provide for substantially similar regulations to those described in the Model Laws is a requirement for accreditation by the NAIC. The NAIC provides authoritative guidance to insurance regulators on statutory accounting issues by promulgating and updating a codified set of statutory accounting practices in its Accounting Practices and Procedures manual. The Nebraska and Texas legislatures have adopted these codified statutory accounting practices.
Under Nebraska law, American Interstate and Silver Oak Casualty are each required to maintain minimum capital and surplus of $2.0 million. Under Texas law, American Interstate of Texas is required to maintain minimum capital and surplus of $5.0 million. Property and casualty insurance companies are also subject to certain risk-based capital requirements by the NAIC. Under those requirements, the amount of capital and surplus maintained by a property and casualty insurance company is determined based on the various risk factors related to it. As of December 31, 2014, American Interstate, Silver Oak Casualty, and American Interstate of Texas exceeded the minimum risk-based capital requirements.
The key financial ratios of the NAICs Insurance Regulatory Information System, or IRIS, which ratios were developed to assist insurance departments in overseeing the financial condition of insurance companies, are reviewed by experienced financial examiners of the NAIC and state insurance departments to select those companies that merit highest priority in the allocation of the regulators resources. IRIS identifies 13 industry ratios and specifies usual values for each ratio. Departure from the usual values on four or more of the ratios can lead to inquiries from individual state insurance commissioners as to certain aspects of an insurers business.
The 2014 IRIS results for American Interstate Insurance Company, Silver Oak Casualty and American Interstate Insurance Company of Texas were within expected values for 12 of the 13 ratios. The investment yield ratios were outside the expected range by seven tenths of one percent, five tenths of one percent and six tenths of one percent, respectively. This occurred because current low interest rates affected the reinvestment rate for our investment portfolio.
Statutory Accounting Principles
Statutory accounting principles, or SAP, are a basis of accounting developed to assist insurance regulators in monitoring and regulating the solvency of insurance companies. SAP is primarily concerned with measuring an insurers surplus as regards to policyholders. Accordingly, statutory accounting focuses on valuing assets and liabilities of insurers at financial reporting dates in accordance with appropriate insurance law and regulatory provisions applicable in each insurers domiciliary state.
Generally accepted accounting principles, or GAAP, are concerned with a companys solvency, but are also concerned with other financial measurements, principally income and cash flows. Accordingly, GAAP gives more consideration to appropriate matching of revenue and expenses and accounting for managements stewardship of assets than does SAP. As a direct result, different assets and liabilities and different amounts of assets and liabilities will be reflected in financial statements prepared in accordance with GAAP as compared to SAP.
Statutory accounting principles established by the NAIC and adopted in part by Nebraska and Texas insurance regulators, determine, among other things, the amount of statutory surplus and statutory net income of American Interstate, Silver Oak Casualty and American Interstate of Texas and thus determine, in part, the amount of funds that are available to pay dividends to AMERISAFE.
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Website Information
Our corporate website is located at www.amerisafe.com . Our Annual Report on Form 10-K, annual proxy statement and related proxy card will be made available on our website at the same time they are mailed to shareholders. Our quarterly reports on Form 10-Q, periodic reports on Form 8-K and amendments to those reports that we file or furnish pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available through our website, free of charge, as soon as reasonably practicable after they have been electronically filed or furnished to the Securities and Exchange Commission, or the SEC. Our website also provides access to reports filed by our directors, executive officers and certain significant shareholders pursuant to Section 16 of the Securities Exchange Act of 1934. In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Policy Regarding Communications with the Board of Directors, Policy Regarding Shareholder Recommended Director Candidates, and charters for the standing committees of our board of directors are available on our website as well as other shareholder communications. The information on our website is not incorporated by reference into this report. In addition, the SEC maintains a website, www.sec.gov , which contains reports, proxy and information statements and other information that we file electronically with the SEC.
Executive Officers of the Registrant
The table below sets forth information about our executive officers and key employees as of February 26, 2015.
Name |
Age |
Position |
||
Executive Officers |
||||
C. Allen Bradley, Jr. |
63 | Chairman and Chief Executive Officer | ||
G. Janelle Frost |
44 | President and Chief Operating Officer | ||
Vincent J. Gagliano |
42 | Executive Vice President and Chief Technology Officer | ||
Brendan D. Gau |
40 | Executive Vice President and Chief Investment Officer | ||
Michael F. Grasher |
50 | Executive Vice President and Chief Financial Officer | ||
Key Employees |
||||
Kelly R. Goins |
49 | Senior Vice President, Underwriting Operations | ||
Leon J. Lagneaux |
63 | Senior Vice President, Safety Operations | ||
Henry O. Lestage, IV |
54 | Senior Vice President, Claims Operations | ||
Kathryn H. Shirley |
49 | Senior Vice President, General Counsel and Secretary |
C. Allen Bradley, Jr. has served as Chairman of our board of directors since October 2005, our Chief Executive Officer since December 2003 and as a Director since June 2003. From November 2002 to August 2010 he served as President and from November 2002 until December 2003 he served as our Chief Operating Officer. Since joining our company in 1994, Mr. Bradley has had principal responsibility for the management of our underwriting operations (December 2000 through June 2005) and safety services (September 2000 through November 2002) and has served as our General Counsel (September 1997 through December 2003) and Secretary (September 1997 through November 2002). Prior to joining our company, he was engaged in the private practice of law.
G. Janelle Frost has served as our President since September 2013 and our Chief Operating Officer since May 2013. From November 2008 to April 2013 she served as our Executive Vice President and Chief Financial Officer. Prior to becoming Chief Financial Officer, Ms. Frost served as Controller from May 2004 to November 2008 and Vice President from May 2006 to November 2008. She has been employed with our company since 1992 and served as Assistant Vice President from May 2004 to May 2006 and Deputy Controller from 1998 to April 2004.
Vincent J. Gagliano has served as our Executive Vice President and Chief Technology Officer since January 2013. He has been employed with our company since 2001. He previously served as Senior Vice President of Information Technology, Senior Business Analyst, Director of Business Intelligence, Assistant Vice President of Business Intelligence, and Vice President, Operations Analysis.
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Brendan D. Gau has served as our Executive Vice President and Chief Investment Officer since June 2009. Prior to joining our company, Mr. Gau was employed by AIM Capital Management, where he held the positions of Financial Analyst, Portfolio Analyst and Senior Portfolio Manager from 1996 until 2009.
Michael F. Grasher has served as Executive Vice President and Chief Financial Officer since May 2013 when he joined our Company. From February 2012 to April 2013 he was employed by Fortegra Financial Corporation as Senior Vice President in charge of Capital Markets and Investor Relations. From 2004 through January 2012 he was a Managing Director, Senior Equity Research Analyst for Piper Jaffray, Inc. covering the property-casualty industry.
Kelly R. Goins has served as our Senior Vice President, Underwriting Operations since March 2005. She has been employed with our company since 1986. She previously served as Vice President, Underwriting Operations from 2000 until March 2005.
Leon J. Lagneaux has served as our Senior Vice President, Safety Operations since March 2005. He has been employed with our company since 1994. He previously served as Vice President, Safety Operations from 1999 until March 2005.
Henry O. Lestage, IV has served as our Senior Vice President, Claims Operations since September 2000. He has been employed with our company since 1987. He previously served as Vice President, Claims Operations from 1998 until 2000.
Kathryn H. Shirley has served as Senior Vice President, General Counsel and Secretary since May 2012 when she joined our company. From 2009 through May 2012 she practiced law at Christian & Small LLP. From 2000 until 2008 she was employed as an Insurance Regulatory Compliance Manager with United Investors Life Insurance Company and Liberty National Life Insurance Company, subsidiaries of Torchmark Corporation.
In evaluating our company, the factors described below should be considered carefully. The occurrence of one or more of these events could significantly and adversely affect our business, prospects, financial condition, results of operations and cash flows.
Risks Related to Our Business
If we do not appropriately establish our premium rates, our results of operations will be adversely affected.
In general, the premium rates for our insurance policies are established when coverage is initiated and, therefore, before all of the underlying costs are known. Like other workers compensation insurance companies, we rely on estimates and assumptions in setting our premium rates. Establishing adequate rates is necessary to generate sufficient revenue to offset losses, loss adjustment expenses and other underwriting expenses, and to earn an underwriting profit. If we fail to accurately assess the risks that we assume, we may fail to charge adequate premium rates to cover our losses and expenses, which could reduce our net income and cause us to become unprofitable. For example, when initiating coverage on a policyholder, we estimate future claims expense based, in part, on prior claims information provided by the policyholders previous insurance carriers. If this prior claims information is not accurate, we may underprice our policy by using claims estimates that are too low. As a result, our actual costs for providing insurance coverage to our policyholders may be significantly higher than our premiums. In order to set premium rates appropriately, we must:
| collect and properly analyze a substantial volume of data; |
| develop, test and apply appropriate rating formulae; |
| closely monitor and timely recognize changes in trends; and |
| project both frequency and severity of losses with reasonable accuracy. |
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We must also implement our pricing accurately in accordance with our assumptions. Our ability to undertake these efforts successfully, and as a result set premium rates accurately, is subject to a number of risks and uncertainties, principally:
| insufficient reliable data; |
| incorrect or incomplete analysis of available data; |
| uncertainties generally inherent in estimates and assumptions; |
| the complexity inherent in implementing appropriate rating formulae or other pricing methodologies; |
| costs of ongoing medical treatment; |
| uncertainties inherent in accurately estimating retention, investment yields, and the duration of our liability for loss and loss adjustment expenses; and |
| unanticipated court decisions, legislation or regulatory action. |
Consequently, we could set our premium rates too low, which would negatively affect our results of operations and our profitability, or we could set our premium rates too high, which could reduce our competitiveness and lead to lower revenues.
We operate in a highly competitive industry and may lack the financial resources to compete effectively.
There is significant competition in the workers compensation insurance industry. We believe that our competition in the hazardous industries we target is fragmented and not dominated by one or more competitors. We compete with other insurance companies, state insurance pools and self-insurance funds. Many of our existing and potential competitors are significantly larger and possess greater financial, marketing and management resources than we do. Moreover, a number of these competitors offer other types of insurance in addition to workers compensation and can provide insurance nationwide.
We offer workers compensation insurance. We have no current plans to focus our efforts on offering other types of insurance. As a result, negative developments in the economic, competitive or regulatory conditions affecting the workers compensation insurance industry could have an adverse effect on our financial condition and results of operations. Negative developments in the workers compensation insurance industry could have a greater effect on insurance companies that do not sell multiple types of insurance.
We compete on the basis of many factors, including coverage availability, claims management, safety services, payment terms, premium rates, policy terms, types of insurance offered, overall financial strength, financial ratings and reputation. If any of our competitors offer premium rates, policy terms or types of insurance that are more competitive than ours, we could lose market share. No assurance can be given that we will maintain our current competitive position in the markets in which we currently operate or that we will establish a competitive position in new markets into which we may expand.
The workers compensation insurance industry is cyclical in nature, which may affect our overall financial performance.
The financial performance of the workers compensation insurance industry has historically fluctuated with periods of lower premium rates and excess underwriting capacity resulting from increased competition followed by periods of higher premium rates and reduced underwriting capacity resulting from decreased competition. Although the financial performance of an individual insurance company is dependent on its own specific business characteristics, the profitability of most workers compensation insurance companies generally tends to follow this cyclical market pattern. Following a number of years of decreasing loss costs and excessive competition, the market transitioned into a period of higher premium rates and a less competitive marketplace. Because this market cyclicality is due in large part to the actions of our competitors and general economic factors, we cannot predict the timing or duration of changes in the market cycle. We expect these cyclical patterns will cause our revenues and net income to fluctuate, which may cause the price of our common stock to be more volatile.
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Technology breaches or failures, including those resulting from a malicious cyber attack on us or our policyholders and medical providers, could disrupt or otherwise negatively impact our business.
We rely on information technology systems to process, transmit, store and protect the electronic information, financial data and proprietary models that are critical to our business. Furthermore, a significant portion of the communications between our employees, our policyholders and medical providers depend on information technology and electronic information exchange. Like all companies, our information technology systems are vulnerable to data breaches, interruptions or failures due to events that may be beyond our control, including natural disasters, theft, terrorist attacks, computer viruses, hackers and general technology failures.
We have established and implemented security measures, controls and procedures in an effort to safeguard our information technology systems and to prevent unauthorized access to these systems and any data processed and/or stored in these systems. Despite these safeguards, disruptions to and breaches of our information technology systems are possible and may negatively impact our business.
Although we have experienced no known or threatened cases involving unauthorized access to our information technology systems and data or unauthorized appropriation of such data to date, we have no assurance that such technology breaches will not occur in the future.
Current economic conditions could adversely affect our financial condition and results of operations.
The economic recovery from the recession of 2008-2010 has been sluggish. We anticipate continued modest growth in the economy during 2015. Negative trends in business investment, consumer confidence and spending, the significant declines and volatility of the capital markets, the availability of credit and the rate of unemployment can adversely affect our business. A continuation of the current economic environment could further adversely impact our growth and profitability. Although we continue to closely monitor market conditions, we cannot predict future conditions or their impact on our premium volume, the value of our investment portfolio and our financial performance. As a result of these existing economic conditions, we could experience future decreases in business activity and incur additional realized and unrealized losses in our investment portfolio, both of which could adversely affect our financial condition and results of operations.
In addition, certain actions taken by the U.S. government to stimulate the economy and stabilize the financial markets have directly impacted the property and casualty insurance industry and our competitors. Additional measures in this regard could negatively impact our financial condition and the competitive landscape.
Our loss reserves are based on estimates and may be inadequate to cover our actual losses.
We record reserves for estimated losses under insurance policies we write and for loss adjustment expenses related to the investigation and settlement of claims. Our reserves for loss and loss adjustment expenses represent the estimated cost of all reported and unreported loss and loss adjustment expenses incurred and unpaid at any given point in time based on known facts and circumstances. Reserves are based on estimates of the most likely ultimate cost of individual claims. These estimates are inherently uncertain.
Our pre-tax income for any period is impacted by establishing reserves for new claims as well as changes in estimates for previously reported losses. Our focus on writing workers compensation insurance for employers engaged in hazardous industries results in our experiencing fewer, but more severe, claims. The ultimate cost of resolving severe claims is difficult to predict, particularly in the period shortly after the injury occurs. Substantial judgment is required to determine the relevance of our historical experience and industry information under current facts and circumstances. The interpretation of this historical data can be impacted by external forces, principally frequency and severity of unreported claims, length of time to achieve ultimate settlement of claims, inflation in medical costs and wages, insurance policy coverage interpretations, jury determinations, and legislative changes. Accordingly, our reserves may prove to be inadequate to cover our actual losses. If there are unfavorable changes affecting our assumptions, our reserves may need to be increased. When a reserve estimate is increased, the change decreases pre-tax income by a corresponding amount.
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The effects of emerging claims and coverage issues on our business are uncertain.
As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. In some instances, these changes may not become apparent until after we have issued insurance policies that are affected by the changes. As a result, the full extent of our liability under an insurance policy may not be known until many years after the policy is issued. For example, medical costs associated with permanent and partial disabilities may increase more rapidly or be higher than we currently expect. Changes of this nature may expose us to higher claims than we anticipated when we wrote the underlying policy.
Our business is dependent on the efforts of our executive officers because of their industry expertise, knowledge of our markets and relationships with the independent agencies that sell our insurance.
Our success is dependent on the efforts of our executive officers because of their industry expertise, knowledge of our markets and relationships with our independent agencies. We have entered into employment agreements with each of our executive officers. Those agreements expire in March 2015 except for Mr. Gaus agreement which expires June 2015 and Mr. Gaglianos agreement which expires January 2016, in each case, unless extended. Should any of our executive officers cease working for us, we may be unable to find acceptable replacements with comparable skills and experience in the workers compensation insurance industry and the hazardous industries that we target. As a result, our operations may be disrupted and our business may be adversely affected. We do not currently maintain life insurance policies with respect to our executive officers.
An inability to effectively manage our operations could make it difficult for us to compete and could affect our ability to operate profitably.
Our continuing strategy includes expanding in our existing markets, entering new geographic markets and further developing our agency relationships. Our strategy is subject to various risks, including risks associated with our ability to:
| profitably increase our business in existing markets; |
| identify profitable new geographic markets for entry; |
| attract and retain qualified personnel for expanded operations; |
| identify, recruit and integrate new independent agencies; and |
| augment our internal operations and systems as we expand our business. |
Because we are subject to extensive state and federal regulation, legislative changes may negatively impact our business.
We are subject to extensive regulation by the Nebraska Department of Insurance and the insurance regulatory agencies of other states in which we are licensed and, to a lesser extent, federal regulation. State agencies have broad regulatory powers designed primarily to protect policyholders and their employees, and not our shareholders. Regulations vary from state to state, but typically address:
| standards of solvency, including risk-based capital measurements; |
| restrictions on the nature, quality and concentration of our investments; |
| restrictions on the terms of the insurance policies we offer; |
| restrictions on the way our premium rates are established and the premium rates we may charge; |
| required reserves for unearned premiums and loss and loss adjustment expenses; |
| standards for appointing general agencies; |
| limitations on transactions with affiliates; |
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| restrictions on mergers and acquisitions; |
| restrictions on the ability of our insurance company subsidiaries to pay dividends to AMERISAFE; |
| certain required methods of accounting; and |
| potential assessments for state guaranty funds, second injury funds and other mandatory pooling arrangements. |
We may be unable to comply fully with the wide variety of applicable laws and regulations that are continually undergoing revision. In addition, we follow practices based on our interpretations of laws and regulations that we believe are generally followed by our industry. These practices may be different from interpretations of insurance regulatory agencies. As a result, insurance regulatory agencies could preclude us from conducting some or all of our activities or otherwise penalize us. For example, in order to enforce applicable laws and regulations or to protect policyholders, insurance regulatory agencies have relatively broad discretion to impose a variety of sanctions, including examinations, corrective orders, suspension, revocation or denial of licenses, and the takeover of one or more of our insurance subsidiaries. The extensive regulation of our business may increase the cost of our insurance and may limit our ability to obtain premium rate increases or to take other actions to increase our profitability.
If we cannot sustain our relationships with independent agencies, we may be unable to operate profitably.
We market a substantial portion of our workers compensation insurance through independent agencies. As of December 31, 2014, independent agencies produced 95.7% of our voluntary in-force premiums. No independent agency accounted for more than 1.0% of our voluntary in-force premiums at that date. Independent agencies are not obligated to promote our insurance and may sell insurance offered by our competitors. As a result, our continued profitability depends, in part, on the marketing efforts of our independent agencies and on our ability to offer workers compensation insurance and maintain financial strength ratings that meet the requirements of our independent agencies and their policyholders.
A decline in the level of business activity of our policyholders, particularly those engaged in the construction, trucking, manufacturing and agricultural industries, could negatively affect our earnings and profitability.
In 2014, 75.8% of our gross premiums written were derived from policyholders in the construction, trucking, manufacturing, oil and gas and agriculture industries. Because premium rates are calculated, in general, as a percentage of a policyholders payroll expense, premiums fluctuate depending upon the level of business activity and number of employees of our policyholders. As a result, our gross premiums written are primarily dependent upon economic conditions in the construction, trucking, manufacturing and agricultural industries and upon economic conditions generally.
As an insurance holding company, AMERISAFE is dependent on the results of operations of its insurance subsidiaries, and our Companys ability to pay dividends depends on the regulatory and financial capacity of its subsidiaries to pay dividends to AMERISAFE.
AMERISAFE is a holding company that transacts business through its operating subsidiaries, including American Interstate Insurance Company. AMERISAFEs primary assets are the capital stock of these operating subsidiaries. The ability of AMERISAFE to pay dividends to our shareholders depends upon the surplus and earnings of our subsidiaries and their ability to pay dividends to AMERISAFE. Payment of dividends by our insurance subsidiaries is restricted by state insurance laws, including laws establishing minimum solvency and liquidity thresholds, and could be subject to contractual restrictions in the future, including those imposed by indebtedness we may incur in the future. As a result, AMERISAFE may not be able to receive dividends from its insurance subsidiaries and may not receive dividends in amounts necessary to pay dividends on our capital stock.
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A downgrade in our A.M. Best rating would likely reduce the amount of business we are able to write.
Rating agencies evaluate insurance companies based on their ability to pay claims. We are currently assigned a group letter rating of A (Excellent) from A.M. Best, which is the rating agency that we believe has the most influence on our business. This rating is assigned to companies that, in the opinion of A.M. Best, have demonstrated an excellent overall performance when compared to industry standards. A.M. Best considers A rated companies to have an excellent ability to meet their ongoing obligations to policyholders. The ratings of A.M. Best are subject to periodic review using, among other things, proprietary capital adequacy models, and are subject to revision or withdrawal at any time. A.M. Best ratings are directed toward the concerns of policyholders and insurance agencies and are not intended for the protection of investors or as a recommendation to buy, hold or sell securities. Our competitive position relative to other companies is determined in part by our A.M. Best rating. Any downgrade in our rating would likely adversely affect our business through the loss of certain existing and potential policyholders and the loss of relationships with certain independent agencies.
A downgrade in the A.M. Best rating of one or more of our significant reinsurers could adversely affect our financial condition.
Our financial condition could be adversely affected if the A.M. Best rating of one or more of our significant reinsurers is downgraded. For example, our A.M. Best rating may be downgraded if our amounts recoverable from a reinsurer are significant and the A.M. Best rating of that reinsurer is downgraded. If one of our reinsurers suffers a rating downgrade, we may consider various options to lessen the impact on our financial condition, including commutation, novation and the use of letters of credit to secure amounts recoverable from reinsurers. However, these options may result in losses to our company, and there can be no assurance that we could implement any of these options.
If we are unable to obtain reinsurance on favorable terms, our ability to write policies could be adversely affected.
We purchase reinsurance to protect us from the impact of large losses. Reinsurance is an arrangement in which an insurance company, called the ceding company, transfers insurance risk by sharing premiums with another insurance company, called the reinsurer. Conversely, the reinsurer receives or assumes reinsurance from the ceding company. Our 2015 reinsurance program provides us with reinsurance coverage for each loss occurrence up to $70.0 million, subject to applicable limitations, deductibles, retentions and aggregate limits. However, for any loss occurrence involving only one claimant, our reinsurance coverage is limited to $10.0 million, subject to applicable deductibles, retentions and aggregate limits. In 2014, we raised our retention from $1.0 million to $2.0 million for each loss occurrence. Losses in the layer between $2.0 million and $10.0 million are ceded to a multi-year reinsurance cover with an aggregate annual deductible of approximately $6.2 million and an aggregate limit of coverage of approximately $33.3 million for 2015.
The availability, amount, and cost of reinsurance are subject to market conditions and our experience with insured losses. As a result, any material changes in market conditions or our loss experience could adversely affect our financial performance.
If any of our current reinsurers were to terminate participation in our reinsurance treaty program, we could be exposed to an increased risk of loss.
When our reinsurance treaty program is terminated and we enter into a new program, any decrease in the amount of reinsurance at the time we enter into a new program, whether caused by the existence of more restrictive terms and conditions or decreased availability, will also increase our risk of loss and, as a result, could adversely affect our business, financial condition and results of operations. We currently have 14 reinsurers participating in our reinsurance treaty program, and we believe that this is a sufficient number of reinsurers to provide us with the reinsurance coverage we require. However, it is possible that one or more of our current reinsurers could terminate participation in our program. In addition, we may terminate the participation of one or more of our reinsurers under certain circumstances as permitted by the terms of our reinsurance agreements. In
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any of these events, if our reinsurance broker is unable to reallocate the terminated reinsurance among the remaining reinsurers in the program, it could take a significant period of time to identify and negotiate agreements with one or more replacement reinsurers. During this period, we would be exposed to an increased risk of loss, the extent of which would depend on the coverage previously provided by the terminated reinsurance.
We may not be able to recover amounts due from our reinsurers, which would adversely affect our financial condition.
Reinsurance does not discharge our obligations under the insurance policies we write. We remain liable to our policyholders even if we are unable to make recoveries that we are entitled to receive under our reinsurance contracts. As a result, we are subject to credit risk with respect to our reinsurers. Losses are recovered from our reinsurers as claims are paid. In long-term workers compensation claims, the creditworthiness of our reinsurers may change before we recover amounts to which we are entitled. Therefore, if a reinsurer is unable to meet any of its obligations to us, we would be responsible for all claims and claim settlement expenses for which we would have otherwise received payment from the reinsurer.
As of December 31, 2014, we had $85.9 million of recoverables from reinsurers. Of this amount, $38.1 million was unsecured. As of December 31, 2014, our largest recoverable from reinsurers included $27.4 million from Hannover Reinsurance (Ireland) Limited, $13.5 million from Odyssey America Reinsurance and and $8.5 million from Minnesota Workers Compensation Reinsurance Association. No reinsurance recoverable due at December 31, 2014 was over ninety days old. If we are unable to collect amounts recoverable from our reinsurers, our financial condition would be adversely impacted.
Assessments and premium surcharges for state guaranty funds, second injury funds and other mandatory pooling arrangements may reduce our profitability.
Most states require insurance companies licensed to do business in their state to participate in guaranty funds, which require the insurance companies to bear a portion of the unfunded obligations of impaired, insolvent or failed insurance companies. These obligations are funded by assessments, most of which are expected to continue in the future. State guaranty associations levy assessments, up to prescribed limits, on all member insurance companies in the state based on their proportionate share of premiums written in the lines of business in which the impaired, insolvent or failed insurance companies are engaged. See BusinessRegulation in Item 1 of this report. Accordingly, the assessments levied on us may increase as we increase our written premium. Some states also have laws that establish second injury funds to reimburse insurers and employers for claims paid to injured employees for aggravation of prior conditions or injuries. These funds are supported by either assessments or premium surcharges based on case incurred losses.
In addition, as a condition to conducting business in some states, insurance companies are required to participate in residual market programs to provide insurance to those employers who cannot procure coverage from an insurance carrier on a negotiated basis. Insurance companies generally can fulfill their residual market obligations by, among other things, participating in a reinsurance pool where the results of all policies provided through the pool are shared by the participating insurance companies. Although we price our insurance to account for obligations we may have under these pooling arrangements, we may not be successful in estimating our liability for these obligations. Accordingly, mandatory pooling arrangements may cause a decrease in our profits.
At December 31, 2014, we participated in mandatory pooling arrangements in 20 states and the District of Columbia. As we write policies in new states that have mandatory pooling arrangements, we will be required to participate in additional pooling arrangements. Further, the impairment, insolvency or failure of other insurance companies in these pooling arrangements would likely increase the liability for other members in the pool. The effect of assessments and premium surcharges or changes in them could reduce our profitability in any given period or limit our ability to grow our business.
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If we are unable to realize our investment objectives, our financial condition and results of operations may be adversely affected.
Investment income is an important component of our net income. As of December 31, 2014, our investment portfolio, including cash and cash equivalents, had a carrying value of $1.1 billion. For the year ended December 31, 2014 we had $27.2 million of net investment income. Our investment portfolio is managed under investment guidelines approved by our board of directors, and is made up predominately of fixed maturity securities and cash and cash equivalents. Although our investment guidelines emphasize capital preservation and liquidity, our investments are subject to a variety of risks, including risks related to general economic conditions, interest rate fluctuations, market illiquidity and market volatility. General economic conditions may be adversely affected by U.S. involvement in hostilities with other countries and large-scale acts of terrorism, or the threat of hostilities or terrorist acts.
Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and international economic and political conditions. Changes in interest rates could have an adverse effect on the value of our investment portfolio and future investment income. The unprecedented low interest rates will continue to have an adverse effect on our investment income. Additionally, changes in interest rates can expose us to prepayment risks on mortgage-backed securities included in our investment portfolio.
Similarly, during periods of market disruption, including periods of rapidly widening credit spreads or illiquidity, the fair values of certain of our fixed maturity securities, such as asset-backed and commercial mortgage-backed securities, could be deemed to be other-than-temporarily impaired, even though we have the intent not to sell these securities and it is not more likely than not that we will be required to sell these securities. Further, rapidly changing and unprecedented equity market conditions could materially impact the valuation of the equity securities as reported within our consolidated financial statements and the period-to-period changes in value could vary significantly.
These and other factors affect the capital markets and, consequently, the value of our investment portfolio and our future investment income. Any significant decline in our investment income would adversely affect our revenues and net income.
We may require additional capital in the future, which may not be available to us or may be available only on unfavorable terms.
Our future capital requirements will depend on many factors, including state regulatory requirements, the financial stability of our reinsurers and our ability to write new business and establish premium rates sufficient to cover our estimated claims. We may need to raise additional capital or curtail our growth if the capital of our insurance subsidiaries is insufficient to support future operating requirements and/or cover claims. If we had to raise additional capital, equity or debt financing might not be available to us or might be available only on terms that are not favorable. Future equity offerings could be dilutive to our shareholders and the equity securities issued in any offering may have rights, preferences and privileges senior to our common stock.
If we cannot obtain adequate capital on favorable terms or at all, we may be unable to support future growth or operating requirements and, as a result, our business, financial condition or results of operations could be adversely affected.
We may have exposure to losses from terrorism for which we are required by law to provide coverage.
When writing workers compensation insurance policies, we are required by law to provide workers compensation benefits for losses arising from acts of terrorism. The impact of any terrorist act is unpredictable, and the ultimate impact on us would depend upon the nature, extent, location and timing of such an act. Our 2015 reinsurance treaty program affords limited coverage for up to $70.0 million for losses arising from terrorism, subject to applicable deductibles, retentions, definitions and aggregate limits.
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Notwithstanding the protection provided by reinsurance and the Terrorism Risk Insurance Program Extension Act of 2015 (TRIPRA of 2015), the risk of severe losses to us from acts of terrorism has not been eliminated because our reinsurance treaty program includes various sub-limits and exclusions limiting our reinsurers obligation to cover losses caused by acts of terrorism. Accordingly, events constituting acts of terrorism may not be covered by, or may exceed the capacity of, our reinsurance and could adversely affect our business and financial condition. In addition, the TRIPRA of 2015 is set to expire on December 31, 2020. If this law is not extended or replaced by legislation affording a similar level of protection to the insurance industry against insured losses arising out of acts of terrorism, reinsurance for losses arising from terrorism may be unavailable or prohibitively expensive, and we may be further exposed to losses arising from acts of terrorism.
Risks Related to Our Common Stock
Our revenues and results of operations may fluctuate as a result of factors beyond our control, which fluctuation may cause the price of our common stock to be volatile.
The revenues and results of operations of our insurance subsidiaries historically have been subject to significant fluctuations and uncertainties. Our profitability can be affected significantly by:
| rising levels of claims costs, including medical and prescription drug costs, that we cannot anticipate at the time we establish our premium rates; |
| fluctuations in interest rates, inflationary or deflationary pressures and other changes in the investment environment that affect returns on our invested assets; |
| changes in the frequency or severity of claims; |
| the financial stability of our reinsurers and changes in the level of reinsurance capacity and our capital capacity; |
| new types of claims and new or changing judicial interpretations relating to the scope of liabilities of insurance companies; |
| volatile and unpredictable developments, including man-made, weather-related and other natural catastrophes or terrorist attacks; and |
| price competition. |
If our revenues and results of operations fluctuate as a result of one or more of these factors, the price of our common stock may become more volatile.
Provisions of our articles of incorporation and bylaws and the laws of the states of Texas and Nebraska could impede an attempt to replace or remove our directors or otherwise effect a change of control of our company, which could diminish the value of our common stock.
Our articles of incorporation and bylaws contain provisions that may make it more difficult for shareholders to replace or remove directors even if the shareholders consider it beneficial to do so. In addition, these provisions could delay or prevent a change of control of our company that shareholders might consider favorable. Our articles of incorporation and bylaws contain the following provisions that could have an anti-takeover effect:
| election of our directors is classified, meaning that the members of only one of three classes of our directors are elected each year; |
| shareholders have limited ability to call shareholder meetings and to bring business before a meeting of shareholders; |
| shareholders may not act by written consent, unless the consent is unanimous; and |
| our board of directors may authorize the issuance of preferred stock with such rights, preferences and privileges as the board deems appropriate. |
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These provisions may make it difficult for shareholders to replace management and could have the effect of discouraging a future takeover attempt that is not approved by our board of directors, but which individual shareholders might consider favorable.
We are incorporated in Texas. Under the Texas Business Organizations Code, our ability to enter into a business combination with an affiliated shareholder is limited.
In addition, two of our three insurance company subsidiaries, American Interstate and Silver Oak Casualty, are incorporated in Nebraska and the other, American Interstate of Texas, is incorporated in Texas. Under Nebraska and Texas insurance law, advance approval by the state insurance department is required for any change of control of an insurer. Control is presumed to exist through the direct or indirect ownership of 10% or more of the voting securities of a domestic insurance company or any entity that controls a domestic insurance company. Obtaining these approvals may result in the material delay of, or deter, any transaction that would result in a change of control.
The trading price of our common stock may decline.
The trading price of our common stock may decline for many reasons, some of which are beyond our control, including, among others:
| our results of operations; |
| changes in expectations as to our future results of operations, including financial estimates and projections by securities analysts and investors; |
| results of operations that vary from those expected by securities analysts and investors; |
| developments in the healthcare or insurance industries; |
| current and expected economic conditions; |
| changes in laws and regulations; |
| announcements of claims against us by third parties; and |
| future issuances or sales of our common stock. |
In addition, the stock market experiences significant volatility from time to time that is often unrelated to the operating performance of companies whose shares are traded. These market fluctuations could adversely affect the trading price of our common stock, regardless of our actual operating performance.
Securities analysts may discontinue coverage of our common stock or may issue negative reports, which may adversely affect the trading price of our common stock.
There is no assurance that securities analysts will continue to cover our company. If securities analysts do not cover our company, this lack of coverage may adversely affect the trading price of our common stock. The trading market for our common stock relies in part on the research and reports that securities analysts publish about us or our business. If one or more of the analysts who cover our company downgrades our common stock, the trading price of our common stock may decline rapidly. If one or more of these analysts ceases to cover our company, we could lose visibility in the market, which, in turn, could also cause the trading price of our common stock to decline.
Future sales of our common stock may affect the trading price of our common stock and the future exercise of options may lower our stock price.
We cannot predict what effect, if any, future sales of our common stock, or the availability of shares for future sale, will have on the trading price of our common stock. Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, may adversely affect the
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trading price of our common stock and may make it more difficult for you to sell your shares at a time and price that you determine appropriate. As of February 16, 2015, there were 18,920,186 shares of our common stock outstanding. As of that date, there were also outstanding options exercisable to purchase 259,583 shares of our common stock.
Item 1B. | Unresolved Staff Comments. |
None.
Item 2. | Properties. |
We own our principal business office which has approximately 60,000 square foot of office space together with a warehouse facility with 3,200 square foot located in DeRidder, Louisiana. AIIC and SOCI lease their corporate headquarters which has approximately 3,500 square foot of office space located in Omaha, Nebraska. The Company leases space at other locations for certain of our service and claims representatives, none of which are material.
Item 3. | Legal Proceedings. |
In the ordinary course of our business, we are involved in the adjudication of claims resulting from workplace injuries. We are not involved presently in any legal or administrative proceedings that we believe are likely to have a materially adverse effect on our business, financial condition or results of operations.
Item 4. | Mine Safety Disclosures |
None.
PART II
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. |
Market Information and Holders
Our common stock is traded on the NASDAQ Global Select Market under the symbol AMSF. As of February 16, 2015, there were 26 holders of record of our common stock.
The table below sets forth the reported high and low sales prices of our common stock as quoted on the NASDAQ during each quarter for the last two fiscal years.
High | Low | |||||||
2013 |
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First Quarter |
$ | 36.15 | $ | 27.62 | ||||
Second Quarter |
$ | 35.70 | $ | 31.34 | ||||
Third Quarter |
$ | 38.86 | $ | 32.28 | ||||
Fourth Quarter |
$ | 44.47 | $ | 34.04 | ||||
2014 |
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First Quarter |
$ | 45.95 | $ | 38.41 | ||||
Second Quarter |
$ | 45.07 | $ | 35.73 | ||||
Third Quarter |
$ | 42.22 | $ | 35.15 | ||||
Fourth Quarter |
$ | 44.29 | $ | 38.54 |
Dividend Policy
In 2013, the Company paid a quarterly cash dividend of $0.08 per share. In 2014, the Company paid a quarterly dividend of $0.12 share. In addition, the Company paid two extraordinary cash dividends of $0.50 and $1.00 per share in 2014.
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On February 24, 2015 the Company declared a regular quarterly cash dividend of $0.15 per share payable on March 27, 2015 to shareholders of record on March 13, 2015.
The Board intends to continue to consider the payment of a regular cash dividend each calendar quarter. On an annualized basis, the cash dividend is expected to be $0.60 per share in 2015.
AMERISAFE is a holding company and has no direct operations. Our ability to pay dividends in the future depends on the ability of our operating subsidiaries to pay dividends to us. Our insurance company subsidiaries are regulated insurance companies and therefore are subject to significant regulatory restrictions limiting their ability to declare and pay dividends. See BusinessRegulationDividend Limitations. in Item 1 of this report.
Our existing revolving credit agreement contains covenants that restrict our ability to pay dividends on our common stock. See Liquidity and Capital Resources. in Item 7 of this report.
Description of Capital Stock
AMERISAFE is authorized to issue 60,000,000 shares of capital stock, consisting of:
| 10,000,000 shares of preferred stock, par value $0.01 per share; and |
| 50,000,000 shares of common stock, par value $0.01 per share. |
As of February 16, 2015, 18,920,186 shares of common stock were outstanding. As of that date, there were no other shares of our capital stock outstanding.
Share Repurchases
The Board of Directors initially authorized the Companys share repurchase program in February 2010. In October 2011, 2012, 2013 and 2014 the Board reauthorized this program. Unless reauthorized, the program will expire on December 31, 2015. Since inception we have repurchased a total of 1,258,250 shares of our outstanding common stock for $22.4 million. The Company had $25.0 million available for future purchases at December 31, 2014 under this program. There were no share repurchases in 2014. The purchases will continue to be affected from time to time depending upon market conditions and subject to applicable regulatory considerations. It is anticipated that future purchases will be funded from available capital.
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Item 6. | Selected Financial Data. |
The following tables summarize certain selected financial data that should be read in conjunction with our audited financial statements and accompanying notes thereto for the year ended December 31, 2014 included in this report and Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Year Ended December 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
(in thousands, except share and per share data) | ||||||||||||||||||||
Income Statement Data |
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Gross premiums written |
$ | 393,819 | $ | 372,177 | $ | 328,823 | $ | 272,101 | $ | 228,424 | ||||||||||
Ceded premiums written |
(13,793 | ) | (18,425 | ) | (16,305 | ) | (13,881 | ) | (20,549 | ) | ||||||||||
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Net premiums written |
$ | 380,026 | $ | 353,752 | $ | 312,518 | $ | 258,220 | $ | 207,875 | ||||||||||
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Net premiums earned |
$ | 375,747 | $ | 329,983 | $ | 290,689 | $ | 251,015 | $ | 218,881 | ||||||||||
Net investment income |
27,214 | 27,029 | 27,018 | 26,340 | 26,242 | |||||||||||||||
Net realized gains (losses) on investments |
697 | (1,211 | ) | 2,979 | 2,228 | 2,449 | ||||||||||||||
Fee and other income |
361 | 534 | 562 | 1,080 | 584 | |||||||||||||||
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Total revenues |
404,019 | 356,335 | 321,248 | 280,663 | 248,156 | |||||||||||||||
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Loss and loss adjustment expenses incurred |
244,916 | 228,973 | 219,903 | 189,706 | 157,388 | |||||||||||||||
Underwriting and certain other operating costs (1) |
32,573 | 18,951 | 18,450 | 22,404 | 6,409 | |||||||||||||||
Commissions |
27,872 | 25,303 | 22,144 | 18,507 | 16,350 | |||||||||||||||
Salaries and benefits |
24,518 | 22,862 | 20,839 | 19,914 | 21,405 | |||||||||||||||
Interest expense |
| | 566 | 1,311 | 1,548 | |||||||||||||||
Policyholder dividends |
391 | 1,042 | 2,203 | 1,464 | 834 | |||||||||||||||
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Total expenses |
330,270 | 297,131 | 284,105 | 253,306 | 203,934 | |||||||||||||||
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Income before taxes |
73,749 | 59,204 | 37,143 | 27,357 | 44,222 | |||||||||||||||
Income tax expense |
20,083 | 15,567 | 7,790 | 3,176 | 9,702 | |||||||||||||||
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Net income |
53,666 | 43,637 | 29,353 | 24,181 | 34,520 | |||||||||||||||
Redemption premium |
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Less allocated income to participating securities |
| 142 | 22 | 14 | 17 | |||||||||||||||
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Net income available to common shareholders |
$ | 53,666 | $ | 43,495 | $ | 29,331 | $ | 24,167 | $ | 34,503 | ||||||||||
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Portion allocable to common shareholders |
100.0% | 100.0% | 100.0% | 100.0% | 100.0% | |||||||||||||||
Net income allocable to common shareholders |
$ | 53,666 | $ | 43,495 | $ | 29,331 | $ | 24,167 | $ | 34,503 | ||||||||||
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Diluted earnings per common share equivalent |
$ | 2.84 | $ | 2.32 | $ | 1.58 | $ | 1.29 | $ | 1.81 | ||||||||||
Weighted average common shares |
18,646,128 | 18,373,033 | 18,166,261 | 18,249,583 | 18,635,634 | |||||||||||||||
Stock options and performance shares |
282,376 | 375,776 | 408,930 | 443,128 | 467,364 | |||||||||||||||
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Diluted weighted average of common share equivalents outstanding |
18,928,504 | 18,748,809 | 18,575,191 | 18,692,711 | 19,102,998 | |||||||||||||||
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Year Ended December 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
(in thousands, except share and per share data) | ||||||||||||||||||||
Selected Insurance Ratios |
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Current accident year loss ratio (2) |
71.5% | 73.2% | 76.5% | 78.2% | 81.8% | |||||||||||||||
Prior accident year loss ratio (3) |
(6.3)% | (3.8)% | (0.9)% | (2.6)% | (9.9)% | |||||||||||||||
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Net loss ratio |
65.2% | 69.4% | 75.6% | 75.6% | 71.9% | |||||||||||||||
Net underwriting expense ratio (4) |
22.6% | 20.3% | 21.1% | 24.2% | 20.2% | |||||||||||||||
Net dividend ratio (5) |
0.1% | 0.3% | 0.8% | 0.6% | 0.4% | |||||||||||||||
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Net combined ratio (6) |
87.9% | 90.0% | 97.5% | 100.4% | 92.5% | |||||||||||||||
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As of December 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
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Balance Sheet Data |
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Cash and cash equivalents |
$ | 90,956 | $ | 123,077 | $ | 92,676 | $ | 45,536 | $ | 60,966 | ||||||||||
Investments |
1,016,333 | 878,775 | 808,116 | 805,974 | 765,537 | |||||||||||||||
Amounts recoverable from reinsurers |
85,888 | 75,326 | 101,352 | 96,212 | 95,133 | |||||||||||||||
Premiums receivable, net |
178,917 | 171,579 | 141,950 | 121,223 | 122,618 | |||||||||||||||
Deferred income taxes |
31,231 | 33,645 | 29,521 | 30,048 | 29,629 | |||||||||||||||
Deferred policy acquisition costs |
19,649 | 19,171 | 18,419 | 16,578 | 15,137 | |||||||||||||||
Total assets |
1,457,220 | 1,329,001 | 1,220,946 | 1,143,973 | 1,113,516 | |||||||||||||||
Reserves for loss and loss adjustment expenses |
687,602 | 614,557 | 570,450 | 538,214 | 532,204 | |||||||||||||||
Unearned premiums |
168,576 | 164,296 | 140,528 | 118,699 | 111,494 | |||||||||||||||
Insurance-related assessments |
29,315 | 25,428 | 22,244 | 19,071 | 16,464 | |||||||||||||||
Debt |
| | | 25,780 | 36,090 | |||||||||||||||
Shareholders equity |
446,968 | 416,814 | 381,222 | 349,437 | 328,721 |
(1) | Includes policy acquisition expenses and other general and administrative expenses, excluding commissions and salaries and benefits, related to insurance operations and corporate operating expenses. |
(2) | The current accident year loss ratio is calculated by dividing loss and loss adjustment expenses incurred for the current accident year by the current years net premiums earned. |
(3) | The prior accident year loss ratio is calculated by dividing the change in loss and loss adjustment expenses incurred for prior accident years by the current years net premiums earned. |
(4) | The net underwriting expense ratio is calculated by dividing underwriting and certain other operating costs, commissions and salaries, and benefits by the current years net premiums earned. |
(5) | The net dividend ratio is calculated by dividing policyholder dividends by the current years net premiums earned. |
(6) | The net combined ratio is the sum of the net loss ratio, the net underwriting expense ratio and the net dividend ratio. |
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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto included in Item 8 of this report. This discussion includes forward-looking statements that are subject to risks, uncertainties and other factors described in Item 1A of this report. These factors could cause our actual results in 2015 and beyond to differ materially from those expressed in, or implied by, those forward-looking statements.
Overview
AMERISAFE is a holding company that markets and underwrites workers compensation insurance through its insurance subsidiaries. Workers compensation insurance covers statutorily prescribed benefits that employers are obligated to provide to their employees who are injured in the course and scope of their employment. Our business strategy is focused on providing this coverage to small to mid-sized employers engaged in hazardous industries, principally construction, trucking, manufacturing, oil and gas and agriculture. Employers engaged in hazardous industries pay substantially higher than average rates for workers compensation insurance compared to employers in other industries, as measured per payroll dollar. The higher premium rates are due to the nature of the work performed and the inherent workplace danger of our target employers. Hazardous industry employers also tend to have less frequent but more severe claims as compared to employers in other industries due to the nature of their businesses. We provide proactive safety reviews of employers workplaces. These safety reviews are a vital component of our underwriting process and also promote safer workplaces. We utilize intensive claims management practices that we believe permit us to reduce the overall cost of our claims. In addition, our audit services ensure that our policyholders pay the appropriate premiums required under the terms of their policies and enable us to monitor payroll patterns that cause underwriting, safety or fraud concerns. We believe that the higher premiums typically paid by our policyholders, together with our disciplined underwriting and safety, claims and audit services, provide us with the opportunity to earn attractive returns for our shareholders.
We actively market our insurance in 30 states and the District of Columbia through independent agencies, as well as through our wholly owned insurance agency subsidiary. We are also licensed in an additional 17 states and the U.S. Virgin Islands.
Two of the key financial measures that we use to evaluate our performance are return on average equity and growth in book value per share. We calculate return on average equity by dividing annual net income by the average of annual shareholders equity. Our return on average equity was 12.4% in 2014, 10.9% in 2013 and 8.0% in 2012. We calculate book value per share by dividing ending shareholders equity by the number of common shares outstanding. Our book value per share was $23.65 at December 31, 2014, $22.41 at December 31, 2013 and $20.88 at December 31, 2012.
Investment income is an important element of our net income. Because the period of time between our receipt of premiums and the ultimate settlement of claims is often several years or longer, we are able to invest cash from premiums for significant periods of time. As a result, we are able to generate more investment income from our premiums as compared to insurance companies that operate in other lines of business that pay claims more quickly. From December 31, 2009 to December 31, 2014, our investment portfolio, including cash and cash equivalents, increased from $800.5 million to $1.1 billion and produced net investment income of $27.2 million in 2014, $27.0 million in 2013 and $27.0 million in 2012.
The use of reinsurance is an important component of our business strategy. We purchase reinsurance to protect us from the impact of large losses. Our reinsurance program for 2015 includes 14 reinsurers that provide coverage to us in excess of a certain specified loss amount, or retention level. Our 2015 reinsurance program provides us with reinsurance coverage for each loss occurrence up to $70.0 million, subject to limitations, applicable deductibles, retentions and aggregate limits. However, for any loss occurrence involving only one claimant, our reinsurance coverage is limited to $10.0 million for any single claimant, subject to applicable deductibles, retentions and aggregate limits. In 2014, we raised our retention from $1.0 million to $2.0 million
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for each loss occurrence. Losses in the layer between $2.0 million and $10.0 million are ceded to a multi-year reinsurance cover with an aggregate annual deductible of approximately $6.2 million and an aggregate limit of coverage of approximately $33.3 million for 2015. As losses are incurred and recorded, we record amounts recoverable from reinsurers for the portion of the losses ceded to our reinsurers.
Our most significant balance sheet liability is our reserve for loss and loss adjustment expenses. We record reserves for estimated losses under insurance policies that we write and for loss adjustment expenses related to the investigation and settlement of claims. Our reserves for loss and loss adjustment expenses represent the estimated cost of all reported and unreported loss and loss adjustment expenses incurred and unpaid at any given point in time based on known facts and circumstances. Reserves are based on estimates of the most likely ultimate cost of individual claims. These estimates are inherently uncertain. In addition, there are no policy limits on the liability for workers compensation claims as there are for other forms of insurance. Therefore, estimating reserves for workers compensation claims may be more uncertain than estimating reserves for other types of insurance claims with shorter or more definite periods between occurrence of the claim and final determination of the loss and with policy limits on liability for claim amounts.
Our focus on providing workers compensation insurance to employers engaged in hazardous industries results in our receiving relatively fewer but more severe claims than many other workers compensation insurance companies. Severe claims, which we define as claims having an estimated ultimate cost of more than $1.0 million, usually have a material effect on each accident years loss reserves (and our reported results of operations) as a result of both the number of severe claims reported in any year and the timing of claims in the year. As a result of our focus on higher severity, lower frequency business, our reserve for loss and loss adjustment expenses may have greater volatility than other workers compensation insurance companies.
For example, for the five-year period ended December 31, 2014 we had recorded 42 severe claims, or an average of 8 severe claims per year for accident years 2010 through 2014. The number of severe claims reported in any one accident year as of December 31, 2014 ranged from a low of 6 in 2011 to a high of 10 in 2010, 2013 and 2014. The average reported case severity for these claims ranged from $1.3 million for the 2010 accident year to $2.9 million for the 2013 accident year. For the five accident years, the case incurred for these severe claims accounted for an average of 6.2 percentage points of our overall loss and loss adjustment expense, or LAE, ratio, measured at December 31, 2014.
Further, the ultimate cost of severe claims is more difficult to estimate, principally due to uncertainties as to medical treatment and outcome and the length and degree of disability. Because of these uncertainties, the estimate of the ultimate cost of severe claims can vary significantly as more information becomes available. As a result, at year end, the case reserve for a severe claim reported early in the year may be more accurate than the case reserve established for a severe claim reported late in the year.
A key assumption used by management in establishing loss reserves is that average per claim case incurred loss and loss adjustment expenses will increase year over year. We believe this increase primarily reflects medical and wage inflation and utilization. However, changes in per average claim case incurred loss and loss adjustment expenses can also be affected by frequency of severe claims in the applicable accident years.
As more fully described in BusinessLoss Reserves in Item 1 of this report, the estimate for loss and loss adjustment expenses is established based upon managements analysis of historical data, and factors and trends derived from that data, including claims reported, average claim amount incurred, case development, duration, severity and payment patterns, as well as subjective assumptions. This analysis includes reviews of case reserves for individual open severe claims in the current and prior years. Management reviews the outcomes from actuarial analyses to confirm the reasonableness of its reserve estimate.
Substantial judgment is required to determine the relevance of our historical experience and industry information under current facts and circumstances. The interpretation of this historical and industry data can be impacted by external forces, principally frequency and severity of unreported claims, length of time to achieve ultimate settlement of claims, utilization, inflation in medical costs and wages, insurance policy coverage
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interpretations, jury determinations and legislative changes. Accordingly, our reserves may prove to be inadequate to cover our actual losses. If we change our estimates, these changes would be reflected in our results of operations during the period in which the changes occurred, with increases in our reserves resulting in decreases in our earnings.
Our gross reserves for loss and loss adjustment expenses at December 31, 2014, 2013 and 2012 were $687.6 million, $614.6 million and $570.5 million, respectively. As a percentage of gross reserves at year end, IBNR represented 22.4% in 2014, 20.2% in 2013 and 21.6% in 2012.
In 2014, we decreased our estimates for prior year loss reserves by $23.7 million. In 2013, we decreased our estimates for prior year loss reserves by $12.6 million. In 2012, we decreased our estimates for prior year loss reserves by $2.5 million.
The workers compensation insurance industry is cyclical in nature and influenced by many factors, including price competition, medical cost increases, natural and man-made disasters, changes in interest rates, changes in state laws and regulations, and general economic conditions. A hard market in our industry is characterized by decreased competition that results in higher premium rates, more restrictive policy coverage terms, and lower commissions paid to agencies. In contrast, a soft market is characterized by increased competition that results in lower premium rates, expanded policy coverage terms, and higher commissions paid to agencies. Our strategy is to focus on maintaining underwriting profitability throughout the cycle.
For additional information regarding our loss reserves and the analyses and methodologies used by management to establish these reserves, see the information under the caption BusinessLoss Reserves in Item 1 of this report.
Principal Revenue and Expense Items
Our revenues consist primarily of the following:
Net Premiums Earned. Net premiums earned is the earned portion of our net premiums written. Net premiums written is equal to gross premiums written less premiums ceded to reinsurers. Gross premiums written includes the estimated annual premiums from each insurance policy we write in our voluntary and assigned risk businesses during a reporting period based on the policy effective date or the date the policy is bound, whichever is later.
Premiums are earned on a daily pro rata basis over the term of the policy. At the end of each reporting period, premiums written that are not earned are classified as unearned premiums and are earned in subsequent periods over the remaining term of the policy. Our insurance policies typically have a term of one year. Thus, for a one-year policy written on July 1, 2014 for an employer with constant payroll during the term of the policy, we would earn half of the premiums in 2014 and the other half in 2015. On a monthly basis, we also recognize net premiums earned from mandatory pooling arrangements.
We estimate the annual premiums to be paid by our policyholders when we issue the policies and record those amounts on our balance sheet as premiums receivable. We conduct premium audits on all of our voluntary business policyholders annually, upon the expiration of each policy, including when the policy is renewed. The purpose of these audits is to verify that policyholders have accurately reported their payroll expenses and employee job classifications, and therefore have paid us the premium required under the terms of the policies. The difference between the estimated premium and the ultimate premium is referred to as earned but unbilled premium, or EBUB premium. EBUB premium can be higher or lower than the estimated premium. EBUB premium is subject to significant variability and can either increase or decrease earned premium based upon several factors, including changes in premium growth, industry mix and economic conditions. Due to the timing of audits and other adjustments, the ultimate premium earned is generally not determined for several months after the expiration of the policy.
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We review the estimate of EBUB premiums on a quarterly basis using historical data and applying various assumptions based on the current market, and we record an adjustment to premium, related losses, and expenses as warranted.
Net Investment Income and Net Realized Gains and Losses on Investments . We invest our statutory surplus funds and the funds supporting our insurance liabilities in fixed maturity, equity securities and alternative investments. In addition, a portion of these funds are held in cash and cash equivalents to pay current claims. Our net investment income includes interest and dividends earned on our invested assets, amortization of premiums and discounts on our fixed-maturity securities and returns on our other investments. We assess the performance of our investment portfolio using a standard tax equivalent yield metric. Investment income that is tax-exempt is increased by our marginal federal tax rate of 35% to express yield on tax-exempt securities on the same basis as taxable securities. Net realized gains and losses on our investments are reported separately from our net investment income. Net realized gains occur when our investment securities are sold for more than their costs or amortized costs, as applicable. Net realized losses occur when our investment securities are sold for less than their costs or amortized costs, as applicable, or are written down as a result of other-than-temporary impairment. We classify the majority of our fixed maturity securities as held-to-maturity. We also have some fixed-maturity securities classified as available-for-sale, as are our equity securities and other investments. Net unrealized gains or losses on our securities classified as available-for-sale are reported separately within accumulated other comprehensive income on our balance sheet.
Fee and Other Income . We recognize commission income earned on policies issued by other carriers that are sold by our wholly owned insurance agency subsidiary as the related services are performed. We also recognize a small portion of interest income from mandatory pooling arrangements in which we participate.
Our expenses consist primarily of the following:
Loss and Loss Adjustment Expenses Incurred . Loss and loss adjustment expenses incurred represents our largest expense item and, for any given reporting period, includes estimates of future claim payments, changes in those estimates from prior reporting periods and costs associated with investigating, defending, and administering claims. These expenses fluctuate based on the amount and types of risks we insure. We record loss and loss adjustment expenses related to estimates of future claim payments based on case-by-case valuations and statistical analyses. We seek to establish all reserves at the most likely ultimate exposure based on our historical claims experience. It is typical for our more serious claims to take several years to settle and we revise our estimates as we receive additional information about the condition of the injured employees. Our ability to estimate loss and loss adjustment expenses accurately at the time of pricing our insurance policies is a critical factor in our profitability.
Underwriting and Certain Other Operating Costs . Underwriting and certain other operating costs are those expenses that we incur to underwrite and maintain the insurance policies we issue. These expenses include state and local premium taxes and fees and other operating costs, offset by commissions we receive from reinsurers under our reinsurance treaty programs. We pay state and local taxes, licenses and fees, assessments, and contributions to state workers compensation security funds based on premiums. In addition, other operating costs include general and administrative expenses, excluding commissions and salaries and benefits, incurred at both the insurance company and corporate level.
Commissions . We pay commissions to our subsidiary insurance agency and to the independent agencies that sell our insurance based on premiums collected from policyholders.
Salaries and Benefits . We pay salaries and provide benefits to our employees.
Policyholder Dividends . In limited circumstances, we pay dividends to policyholders in particular states as an underwriting incentive.
Interest Expense . Interest expense represents amounts we incur on our outstanding indebtedness at the then-applicable interest rate.
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Income Tax Expense . We incur federal, state, and local income tax expense.
Critical Accounting Policies
Understanding our accounting policies is key to understanding our financial statements. Management considers some of these policies to be very important to the presentation of our financial results because they require us to make significant estimates and assumptions. These estimates and assumptions affect the reported amounts of our assets, liabilities, revenues and expenses and related disclosures. Some of the estimates result from judgments that can be subjective and complex and, consequently, actual results in future periods might differ from these estimates.
Management believes that the most critical accounting policies relate to the reporting of reserves for loss and loss adjustment expenses, including losses that have occurred but have not been reported prior to the reporting date, amounts recoverable from reinsurers, premiums receivable, assessments, deferred policy acquisition costs, deferred income taxes, the impairment of investment securities and share-based compensation.
The following is a description of our critical accounting policies.
Reserves for Loss and Loss Adjustment Expenses . We record reserves for estimated losses under insurance policies that we write and for loss adjustment expenses, which include defense and cost containment, or DCC, and adjusting and other, or AO expenses, related to the investigation and settlement of policy claims. Our reserves for loss and loss adjustment expenses represent the estimated cost of all reported and unreported loss and loss adjustment expenses incurred and unpaid at any given point in time based on known facts and circumstances.
Our reserves for loss and DCC expenses are estimated using case-by-case valuations based on our estimate of the most likely outcome of the claim at that time. In addition to these case reserves, we establish reserves on an aggregate basis that have been incurred but not reported, or IBNR. Our IBNR reserves are also intended to provide for aggregate changes in case incurred amounts as well as for recently reported claims which an initial case reserve has not been established. The third component of our reserves for loss and loss adjustment expenses is our AO reserve. Our AO reserve is established for those future claims administration costs that cannot be allocated directly to individual claims. The final component of our reserves for loss and loss adjustment expenses is the reserve for mandatory pooling arrangements.
In establishing our reserves, we review the results of analyses using actuarial methods that utilize historical loss data from our more than 29 years of underwriting workers compensation insurance. The actuarial analysis of our historical data provides the factors we use in estimating our loss reserves. These factors are primarily measures over time of the number of claims paid and reported, average paid and incurred claim amounts, claim closure rates and claim payment patterns. In evaluating the results of our analyses, management also uses substantial judgment in considering other factors that are not considered in these actuarial analyses, including changes in business mix, claims management, regulatory issues, medical trends, employment and wage patterns, insurance policy coverage interpretations, judicial determinations and other subjective factors. Due to the inherent uncertainty associated with these estimates, and the cost of incurred but unreported claims, our actual liabilities may vary significantly from our original estimates.
On a quarterly basis, we review our reserves for loss and loss adjustment expenses to determine whether adjustments are required. Any resulting adjustments are included in the results for the current period. In establishing our reserves, we do not use loss discounting, which would involve recognizing the time value of money and offsetting estimates of future payments by future expected investment income. Additional information regarding our reserves for loss and loss adjustment expenses and the actuarial method and other factors used in establishing these reserves can be found under the caption BusinessLoss Reserves in Item 1 of this report.
Amounts Recoverable from Reinsurers . Amounts recoverable from reinsurers represent the portion of our paid and unpaid loss and loss adjustment expenses that are assumed by reinsurers and related commissions due
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from reinsurers. These amounts are separately reported on our balance sheet as assets and do not reduce our reserves for loss and loss adjustment expenses because reinsurance does not relieve us of liability to our policyholders. We are required to pay claims even if a reinsurer fails to pay us under the terms of a reinsurance contract. We calculate amounts recoverable from reinsurers based on our estimates of the underlying loss and loss adjustment expenses, as well as the terms and conditions of our reinsurance contracts, which could be subject to interpretation. In addition, we bear credit risk with respect to our reinsurers, which can be significant because some of the unpaid loss and loss adjustment expenses for which we have reinsurance coverage remain outstanding for extended periods of time.
Premiums Receivable . Premiums receivable represents premium-related balances due from our policyholders based on annual premiums for policies written, including surcharges and deposits and adjustments for premium audits, endorsements, cancellations, cash transactions and charge offs. The balance is shown net of the allowance for doubtful accounts and includes an estimate for EBUB. The EBUB estimate is subject to significant variability and can either increase or decrease premiums receivable and earned premiums based upon several factors, including changes in premium growth, industry mix and economic conditions. EBUB assumptions include historical development factors, current economic outlook and current trends in particular sectors of our business.
Assessments . We are subject to various assessments and premium surcharges related to our insurance activities, including assessments and premium surcharges for state guaranty funds and second injury funds. Our accrual is based on historical assessments as well as updated assessment rates. Assessments based on premiums are recorded as an expense as premiums are earned and generally paid one year after the calendar year in which the policies are written. Assessments based on losses are recorded as an expense as losses are incurred and are generally paid within one year of the calendar year in which the claims are paid by us. State guaranty fund assessments are used by state insurance oversight agencies to pay claims of policyholders of impaired, insolvent or failed insurance companies and the operating expenses of those agencies. Second injury funds are used by states to reimburse insurers and employers for claims paid to injured employees for aggravation of prior conditions or injuries. In some states, these assessments and premium surcharges may be partially recovered through a reduction in future premium taxes.
Deferred Policy Acquisition Costs . We defer commission expenses, premium taxes and certain marketing, sales, underwriting and safety costs that vary with and primarily relate to the acquisition of insurance policies. These acquisition costs are capitalized and charged to expense ratably as premiums are earned. In calculating deferred policy acquisition costs, these costs are limited to their estimated realizable value, which gives effect to the premiums to be earned, anticipated losses and settlement expenses and certain other costs we expect to incur as the premiums are earned, less related net investment income. Judgments as to the ultimate recoverability of these deferred policy acquisition costs are highly dependent upon estimated future profitability of unearned premiums. If the unearned premiums were less than our expected claims and expenses after considering investment income, we would reduce the deferred costs.
Deferred Income Taxes . We use the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities resulting from a tax rate change impacts our net income or loss in the reporting period that includes the enactment date of the tax rate change.
In assessing whether our deferred tax assets will be realized, management considers whether it is more likely than not that we will generate future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. If necessary, we establish a valuation allowance to reduce the deferred tax assets to the amounts that are more likely than not to be realized.
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Impairment of Investment Securities . Impairment of an investment security results in a reduction of the carrying value of the security and the realization of a loss when the fair value of the security declines below our cost or amortized cost, as applicable, for the security, and the impairment is deemed to be other-than-temporary. We regularly review our investment portfolio to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of specific investments. We consider various factors in determining if a decline in the fair value of an individual security is other-than-temporary. Some of the factors we consider include:
| any reduction or elimination of preferred stock dividends, or nonpayment of scheduled principal or interest payments; |
| the financial condition and near-term prospects of the issuer of the applicable security, including any specific events that may affect its operations or earnings; |
| how long and by how much the fair value of the security has been below its cost or amortized cost; |
| any downgrades of the security by a rating agency; |
| our intent not to sell the security for a sufficient time period for it to recover its value; |
| the likelihood of being forced to sell the security before the recovery of its value; and |
| an evaluation as to whether there are any credit losses on debt securities. |
Share-Based Compensation . In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation-Stock Compensation, we recognize compensation costs for stock option awards over the applicable vesting periods.
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Results of Operations
The table below summarizes certain operating results and key measures we use in monitoring and evaluating our operations.
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Income Statement Data |
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Gross premiums written |
$ | 393,819 | $ | 372,177 | $ | 328,823 | ||||||
Ceded premiums written |
(13,793 | ) | (18,425 | ) | (16,305 | ) | ||||||
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Net premiums written |
$ | 380,026 | $ | 353,752 | $ | 312,518 | ||||||
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Net premiums earned |
$ | 375,747 | $ | 329,983 | $ | 290,689 | ||||||
Net investment income |
27,214 | 27,029 | 27,018 | |||||||||
Net realized gains (losses) on investments |
697 | (1,211 | ) | 2,979 | ||||||||
Fee and other income |
361 | 534 | 562 | |||||||||
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Total revenues |
404,019 | 356,335 | 321,248 | |||||||||
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Loss and loss adjustment expenses incurred |
244,916 | 228,973 | 219,903 | |||||||||
Underwriting and certain other operating costs (1) |
32,573 | 18,951 | 18,450 | |||||||||
Commissions |
27,872 | 25,303 | 22,144 | |||||||||
Salaries and benefits |
24,518 | 22,862 | 20,839 | |||||||||
Interest expense |
| | 566 | |||||||||
Policyholder dividends |
391 | 1,042 | 2,203 | |||||||||
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Total expenses |
330,270 | 297,131 | 284,105 | |||||||||
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Income before taxes |
73,749 | 59,204 | 37,143 | |||||||||
Income tax expense |
20,083 | 15,567 | 7,790 | |||||||||
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Net income |
$ | 53,666 | $ | 43,637 | $ | 29,353 | ||||||
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Selected Insurance Ratios |
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Current accident year loss ratio (2) |
71.5 | % | 73.2 | % | 76.5 | % | ||||||
Prior accident year loss ratio (3) |
(6.3 | )% | (3.8 | )% | (0.9 | )% | ||||||
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Net loss ratio |
65.2 | % | 69.4 | % | 75.6 | % | ||||||
Net underwriting expense ratio (4) |
22.6 | % | 20.3 | % | 21.1 | % | ||||||
Net dividend ratio (5) |
0.1 | % | 0.3 | % | 0.8 | % | ||||||
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Net combined ratio (6) |
87.9 | % | 90.0 | % | 97.5 | % | ||||||
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As of December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Balance Sheet Data |
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Cash and cash equivalents |
$ | 90,956 | $ | 123,077 | $ | 92,676 | ||||||
Investments |
1,016,333 | 878,775 | 808,116 | |||||||||
Amounts recoverable from reinsurers |
85,888 | 75,326 | 101,352 | |||||||||
Premiums receivable, net |
178,917 | 171,579 | 141,950 | |||||||||
Deferred income taxes |
31,231 | 33,645 | 29,521 | |||||||||
Deferred policy acquisition costs |
19,649 | 19,171 | 18,419 | |||||||||
Total assets |
1,457,220 | 1,329,001 | 1,220,946 | |||||||||
Reserves for loss and loss adjustment expenses |
687,602 | 614,557 | 570,450 | |||||||||
Unearned premiums |
168,576 | 164,296 | 140,528 | |||||||||
Insurance-related assessments |
29,315 | 25,428 | 22,244 | |||||||||
Debt |
| | | |||||||||
Shareholders equity |
446,968 | 416,814 | 381,222 |
(1) | Includes policy acquisition expenses, and other general and administrative expenses, excluding commissions and salaries and benefits, related to insurance operations and corporate operating expenses. |
(2) | The current accident year loss ratio is calculated by dividing loss and loss adjustment expenses incurred for the current accident year by the current years net premiums earned. |
(3) | The prior accident year loss ratio is calculated by dividing the change in loss and loss adjustment expenses incurred for prior accident years by the current years net premiums earned. |
(4) | The net underwriting expense ratio is calculated by dividing underwriting and certain other operating costs, commissions and salaries, and benefits by the current years net premiums earned. |
(5) | The net dividend ratio is calculated by dividing policyholder dividends by the current years net premiums earned. |
(6) | The net combined ratio is the sum of the net loss ratio, the net underwriting expense ratio and the net dividend ratio. |
Overview of Operating Results
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Gross Premiums Written . Gross premiums written for 2014 were $393.8 million, compared to $372.2 million for 2013, an increase of 5.8%. The increase was attributable to a $16.3 million increase in annual premiums on voluntary policies written during the period, a $1.3 million increase in premiums from mandatory pooling arrangements, and a $0.8 million increase in direct assigned risk premiums and a $3.3 million increase in premiums resulting from payroll audits and related premium adjustments. Related premium adjustments in 2014 include a $0.9 million increase in earned but unbilled, or EBUB, premium.
Net Premiums Written. Net premiums written for 2014 were $380.0 million, compared to $353.8 million for 2013, an increase of 7.4%. The increase was primarily attributable to the increase in gross premiums written. As a percentage of gross premiums earned, ceded premiums were 3.5% for 2014 compared to 5.3% for 2013.
Net Premiums Earned . Net premiums earned for 2014 were $375.7 million, compared to $330.0 million for 2013, an increase of 13.9%. The increase was attributable to the increase in net premiums written.
Net Investment Income. Net investment income in 2014 was $27.2 million, an increase of 0.7% from the $27.0 million reported in 2013. The pre-tax investment yield on our investment portfolio was 2.6% per annum for 2014 and 2.8% for 2013. The tax-equivalent yield on our investment portfolio was 3.5% per annum for 2014, compared to 3.9% per annum for 2013. The tax-equivalent yield is calculated using the effective interest rate and a 35% marginal tax rate. Average invested assets, including cash and cash equivalents, increased 12.7%, from an average of $944.4 million for 2013 to an average of $1,064.4 million for 2014.
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Net Realized Gains (Losses) on Investments. Net realized gains on investments in 2014 totaled $0.7 million, compared to a loss of $1.2 million in 2013. In 2014, net realized gains of $0.9 million resulted from gains from called fixed maturity securities, the sale of equity securities and the sale of fixed maturity securities from the available-for-sale portfolio. These gains were partially offset by a realized loss of $0.2 million from an other-than-temporary impairment of a fixed maturity security. In 2013, net realized losses of $2.2 million resulted from other-than-temporary impairments on four equity securities. These losses were offset by realized gains of $1.0 million in 2013 resulting from gains from called fixed maturity securities, the sale of equity securities and the sale of fixed maturity securities from the available-for-sale portfolio.
Loss and Loss Adjustment Expenses Incurred . Loss and LAE incurred totaled $244.9 million for 2014, compared to $229.0 million for 2013, an increase of $15.9 million, or 7.0%. The current accident year losses and LAE incurred were $268.6 million, or 71.5% of net premiums earned, compared to $241.6 million, or 73.2% of net premiums earned for 2013. We recorded favorable prior accident year development of $23.7 million in 2014, compared to $12.6 million in 2013. This is further discussed below in Prior Year Development. Our net loss ratio was 65.2% for 2014 and 69.4% for 2013.
Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits . Underwriting and certain other operating costs, commissions and salaries and benefits for 2014 were $85.0 million, compared to $67.1 million for 2013, an increase of 26.6%. This increase was primarily due to a $9.3 million decrease in experience-rated commissions, a $2.6 million increase in commission expense, a $1.7 million decrease in ceding commission, a $0.8 million increase in insurance related assessments, a $1.0 million increase in bad debt expense and a $0.3 million increase in mandatory pooling arrangement fees. Offsetting these increases were a $0.2 million decrease in taxes and fees. Our underwriting expense ratio increased to 22.6% in 2014 from 20.3% in 2013.
Income tax expense. Income tax expense for 2014 was $20.1 million, compared to $15.6 million for 2013. The increase was primarily attributable to an increase in pre-tax income, from $59.2 million for 2013 to $73.7 million for 2014. The effective tax rate also increased to 27.2% for 2014, compared to 26.3% for 2013. This increase is due to the changing mix of taxable income versus non-taxable income.
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Gross Premiums Written . Gross premiums written for 2013 were $372.2 million, compared to $328.8 million for 2012, an increase of 13.2%. The increase was attributable to a $46.9 million increase in annual premiums on voluntary policies written during the period, a $2.8 million increase in premiums from mandatory pooling arrangements and a $0.9 million increase in direct assigned risk premiums offset by a $7.4 million decrease in premiums resulting from payroll audits and related premium adjustments. Related premium adjustments in 2013 include a $1.3 million increase in earned but unbilled, or EBUB, premium.
Net Premiums Written. Net premiums written for 2013 were $353.8 million, compared to $312.5 million for 2012, an increase of 13.2%. The increase was primarily attributable to the increase in gross premiums written. As a percentage of gross premiums earned, ceded premiums were 5.3% for 2013 and 2012.
Net Premiums Earned . Net premiums earned for 2013 were $330.0 million, compared to $290.7 million for 2012, an increase of 13.5%. The increase was attributable to the increase in net premiums written, offset by an increase in unearned premiums.
Net Investment Income. Net investment income in 2013 was $27.0 million, in-line with the $27.0 million reported in 2012. The pre-tax investment yield on our investment portfolio was 2.8% per annum for 2013 and 3.1% for 2012. The tax-equivalent yield on our investment portfolio was 3.9% per annum for 2013, compared to 4.3% per annum for 2012. The tax-equivalent yield is calculated using the effective interest rate and a 35% marginal tax rate. Average invested assets, including cash and cash equivalents, increased 7.6%, from an average of $877.6 million for 2012 to an average of $944.4 million for 2013. During 2013, we invested $10 million in a limited partnership, which we account for under the equity method. The carrying value of this investment was $10.6 million at December 31, 2013.
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Net Realized Gains (Losses) on Investments. Net realized losses on investments in 2013 totaled $1.2 million, compared to a gain of $3.0 million in 2012. Net realized losses of $2.2 million resulted from other-than-temporary impairments on four equity securities. These losses were offset by realized gains of $1.0 million in 2013 resulting from gains from called fixed maturity securities, the sale of equity securities and the sale of fixed maturity securities from the available-for-sale portfolio. Net realized gains in 2012 primarily resulted from $2.4 million in gains from called fixed-maturity securities and the sale of certain equity and fixed-maturity securities from the available-for-sale portfolio. These gains in 2012 were offset by an other-than-temporary impairment of $0.2 million on one asset-backed security from our held-to-maturity portfolio.
Loss and Loss Adjustment Expenses Incurred . Loss and LAE incurred totaled $229.0 million for 2013, compared to $219.9 million for 2012, an increase of $9.1 million, or 4.1%. The current accident year losses and LAE incurred were $241.6 million, or 73.2% of net premiums earned, compared to $222.4 million, or 76.5% of net premiums earned for 2012. We recorded favorable prior accident year development of $12.6 million in 2013, compared to $2.5 million in 2012. This is further discussed below in Prior Year Development. Our net loss ratio was 69.4% for 2013 and 75.6% for 2012.
Underwriting and Certain Other Operating Costs, Commissions and Salaries and Benefits . Underwriting and certain other operating costs, commissions and salaries and benefits for 2013 were $67.1 million, compared to $61.4 million for 2012, an increase of 9.3%. This increase was primarily due to a $3.2 million increase in commission expense, a $0.6 million increase in insurance related assessments and a $0.8 million increase in mandatory pooling arrangement fees. Offsetting these increases were a $2.0 million decrease in bad debt expense, a $0.3 million decrease in taxes and fees, a $1.8 million increase in experience-rated commissions and a $0.5 million increase in ceding commission which serve to decrease the cost of our reinsurance. Our underwriting expense ratio decreased to 20.3% in 2013 from 21.1% in 2012.
Interest expense . There was no interest expense for 2013 compared to $0.6 million for 2012. The Company retired all of its debt in August 2012.
Income tax expense. Income tax expense for 2013 was $15.6 million, compared to $7.8 million for 2012. The increase was primarily attributable to an increase in pre-tax income, from $37.1 million for 2012 to $59.2 million for 2013. The effective tax rate also increased to 26.3% for 2013, compared to 21.0% for 2012. This increase is due to the changing mix of taxable income versus non-taxable income.
Prior Year Development
The Company recorded favorable prior accident year loss and loss adjustment expense development of $23.7 million in calendar year 2014, $12.6 million in calendar year 2013 and $2.5 million in calendar year 2012. The table below sets forth the favorable or unfavorable development for accident years 2009 through 2013 and, collectively, all accident years prior to 2009.
Favorable/(Unfavorable)
Development for Year Ended December 31, |
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2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
2013 |
$ | | $ | | $ | | ||||||
2012 |
9.3 | 0.5 | | |||||||||
2011 |
1.0 | 0.4 | (3.1 | ) | ||||||||
2010 |
6.9 | 2.3 | (5.6 | ) | ||||||||
2009 |
1.7 | 3.9 | 0.5 | |||||||||
Prior to 2009 |
4.8 | 5.5 | 10.7 | |||||||||
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Total net development |
$ | 23.7 | $ | 12.6 | $ | 2.5 | ||||||
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50
The table below sets forth the number of open claims as of December 31, 2014, 2013 and 2012, and the numbers of claims reported and closed during the years then ended.
Twelve Months
Ended December 31, |
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2014 | 2013 | 2012 | ||||||||||
Open claims at beginning of period |
5,297 | 4,964 | 5,184 | |||||||||
Claims reported |
5,785 | 5,620 | 5,721 | |||||||||
Claims closed |
(5,567 | ) | (5,287 | ) | (5,941 | ) | ||||||
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Open claims at end of period |
5,515 | 5,297 | 4,964 | |||||||||
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At December 31, 2014, our incurred amounts for certain accident years, particularly 2012 and 2010, developed more favorably than management previously expected. The assumptions we used in establishing our reserves for these accident years were based on our historical claims data. However, as of December 31, 2014, actual results for these accident years have been better than our assumptions would have predicted. We do not presently intend to modify our assumptions for establishing reserves in light of recent results. However, if actual results for current and future accident years are consistent with, or different than, our results in these recent accident years, our historical claims data will reflect this change and, over time, will impact the reserves we establish for future claims.
Our reserves for loss and loss adjustment expenses are inherently uncertain and our focus on providing workers compensation insurance to employers engaged in hazardous industries results in our receiving relatively fewer but more severe claims than many other workers compensation insurance companies. As a result of this focus on higher severity, lower frequency business, our reserve for loss and loss adjustment expenses may have greater volatility than other workers compensation insurance companies. For additional information, see BusinessLoss Reserves.
Liquidity and Capital Resources
Our principal sources of operating funds are premiums, investment income, and proceeds from maturities of investments. Our primary uses of operating funds include payments for claims and operating expenses. We pay claims and operating expenses using cash flow from operations and invest our excess cash in fixed maturity, equity securities and other investments. We expect that our projected cash flow from operations will provide us sufficient liquidity to fund future operations, including payment of claims and operating expenses and other holding company expenses, for at least the next 18 months.
We forecast claim payments based on our historical trends. We seek to manage the funding of claim payments by actively managing available cash and forecasting cash flows on a short- and long-term basis. Cash payments, net of reinsurance, for claims were $182.5 million in 2014, $178.4 million in 2013 and $181.9 million in 2012. We fund claim payments out of cash flow from operations, principally premiums, net of amounts ceded to our reinsurers, and net investment income. Our investment portfolio has increased from $800.5 million at December 31, 2009 to $1.1 billion at December 31, 2014.
As discussed above under Overview, we purchase reinsurance to protect us against severe claims and catastrophic events. Based on our estimates of future claims, we believe we are sufficiently capitalized to satisfy the deductibles and retentions in our 2015 reinsurance program. We reevaluate our reinsurance program at least annually, taking into consideration a number of factors, including cost of reinsurance, our liquidity requirements, operating leverage and coverage terms.
Even if we maintain our existing retention levels, if the cost of reinsurance increases, our cash flow from operations would decrease as we would cede a greater portion of our written premiums to our reinsurers. Conversely, our cash flow from operations would increase if the cost of reinsurance declined relative to our retention.
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Net cash provided by operating activities was $140.4 million in 2014, as compared to $128.9 million in 2013, and $81.0 million in 2012. Major components of cash provided by operating activities in 2014 were net premiums collected of $373.1 million and investment income collected of $42.1 million, offset in-part by claim payments of $183.7 million, $71.7 million of operating expenditures, federal taxes paid of $19.9 million and dividends to policyholders paid of $1.1 million.
Major components of cash provided by operating activities in 2013 were net premiums collected of $325.0 million and investment income collected of $39.5 million, offset in-part by claim payments of $177.7 million, $46.4 million of operating expenditures, federal taxes paid of $14.5 million and dividends to policyholders paid of $1.6 million.
Major components of cash provided by operating activities in 2012 were net premiums collected of $290.6 million and investment income collected of $36.3 million, offset in-part by claim payments of $183.6 million, $56.1 million of operating expenditures, federal taxes paid of $7.4 million and dividends to policyholders paid of $1.6 million.
Net cash used in investing activities was $141.0 million in 2014, as compared to $97.0 million in 2013 and $9.3 million in 2012. In 2014, major components of net cash used in investing activities included investment purchases of $455.2 million and net purchases of furniture, fixtures and equipment of $1.0 million, offset by proceeds from sales and maturities of investment of investments of $315.2 million. In 2013, major components of net cash used in investing activities included investment purchases of $355.6 million and net purchases of furniture, fixtures and equipment of $1.1 million, offset by proceeds from sales and maturities of investments of $259.8 million. In 2012, major components of net cash used in investing activities included investment purchases of $267.7 million and net purchases of furniture, fixtures and equipment of $1.2 million, offset by proceeds from sales and maturities of investments of $259.6 million.
Net cash used in financing activities was $31.6 million in 2014, as compared to net cash used in financing activities of $1.5 million in 2013 and net cash used in financing activities of $24.6 million in 2012. Major components of cash provided in financing activities in 2014 included $2.7 million of proceeds from the exercise of stock options and $2.8 million of tax benefit from share-based compensation, offset by cash used for dividends paid to shareholders of $37.1 million. Major components of cash provided in financing activities in 2013 included $2.3 million of proceeds from the exercise of stock options and $2.0 million of tax benefit from share-based compensation, offset by cash used for dividends paid to shareholders of $5.9 million. Major components of cash used in financing activities in 2012 included $25.8 million for the redemption of subordinated debt securities, $0.8 million of proceeds from the exercise of stock options and $0.4 million of tax benefit from share-based compensation.
In 2012, the Company redeemed all $25.8 million of subordinated notes from the Amerisafe Capital Trust II (ACT II) and the related trust was canceled.
In October 2007, the Company entered into an agreement providing for a line of credit in the maximum amount of $20.0 million with Frost Bank, NA. The agreement expired in October 2010. The Company renewed this agreement in the fourth quarter 2010 for an additional three years to mature in December of 2013. Under the agreement, advances may be made either in the form of loans or letters of credit. Borrowings under the agreement accrue at interest rates based upon prime rate or LIBOR. The Company paid a fee of 0.375% on the unused portion of the loan in arrears quarterly for a fee of $75,000 annually, assuming the line of credit remains unused during the calendar year. In December of 2013, the Company renewed the agreement providing for a line of credit up to $20.0 million, expiring in December 2016. Under the agreement, the Company will pay a fee of 0.25% on the unused portion of the loan in arrears quarterly for a fee of $50,000 annually. The line of credit is unsecured. At December 31, 2014, there were no outstanding borrowings.
The Board of Directors initially authorized the Companys share repurchase program in February 2010. In October 2011, 2012 2013 and 2014 the Board reauthorized this program. As of December 31, 2014, we had repurchased a total of 1,258,250 shares of our outstanding common stock for $22.4 million. The Company had
52
$25.0 million available for future purchases at December 31, 2014 under this program. There were no share repurchases in 2014, 2013 or 2012. The purchases will continue to be effected from time to time depending upon market conditions and subject to applicable regulatory considerations. It is anticipated that future purchases will be funded from available capital.
AMERISAFE is a holding company that transacts business through its operating subsidiaries, including American Interstate, Silver Oak Casualty and American Interstate of Texas. AMERISAFEs primary assets are the capital stock of these insurance subsidiaries. The ability of AMERISAFE to fund its operations depends upon the surplus and earnings of its subsidiaries and their ability to pay dividends to AMERISAFE. Payment of dividends by our insurance subsidiaries is restricted by state insurance laws, including laws establishing minimum solvency and liquidity thresholds. Based upon the prescribed calculation, the insurance subsidiaries could pay to AMERISAFE dividends of up to $37.8 million in 2015 without seeking regulatory approval. See BusinessRegulationDividend Limitations in Item 1 of this report.
In 2013, the Company paid a quarterly cash dividend of $0.08 per share. In 2014, the Company paid a quarterly dividend of $0.12 share. In addition, the Company paid two extraordinary cash dividends of $0.50 and $1.00 per share in 2014.
On February 24, 2015 the Company declared a regular quarterly cash dividend of $0.15 per share payable on March 27, 2015 to shareholders of record on March 13, 2015.
The Board intends to continue to consider the payment of a regular cash dividend each calendar quarter. On an annualized basis, the cash dividend is expected to be $0.60 per share in 2015.
Investment Portfolio
The principal objectives of our investment portfolio are to preserve capital and surplus and to maintain appropriate liquidity for corporate requirements. Additional objectives are to support our A.M. Best rating of A (Excellent) and to maximize after-tax income and total return. We presently expect to maintain sufficient liquidity from funds generated by operations to meet our anticipated insurance obligations and operating and capital expenditure needs. Excess funds from operations will be invested in accordance with our investment policy and statutory requirements.
We allocate our portfolio into four categories: cash and cash equivalents, short term investments, fixed maturity securities and equity securities. Cash and cash equivalents include cash on deposit, money market funds and municipal securities, corporate securities and certificates of deposit with an original maturity of less than 90 days. Short-term investments include municipal securities, corporate securities and certificates of deposit with an original maturity greater than 90 days but less than one year. Our fixed maturity securities include obligations of the U.S. Treasury or U.S. agencies, obligations of states and their subdivisions, U.S. Dollar-denominated obligations of the U.S. or Canadian corporations, U.S. agency-based mortgage-backed securities, commercial mortgage-backed securities and asset-backed securities.
Under Nebraska and Texas law, as applicable, each of American Interstate, Silver Oak Casualty and American Interstate of Texas is required to invest only in securities that are either interest-bearing, interest-accruing or eligible for dividends, and must limit its investment in the securities of any single issuer, other than direct obligations of the United States, to five percent of the insurance companys assets. As of December 31, 2014, we were in compliance with these requirements.
We employ diversification policies and balance investment credit risk and related underwriting risks to minimize our total potential exposure to any one business sector or security.
As of December 31, 2014, our investment portfolio, including cash and cash equivalents, totaled $1.1 billion, an increase of 10.5% from December 31, 2013. The majority of our fixed maturity securities are classified as held-to-maturity, as defined by FASB ASC Topic 320, Investments-Debt and Equity Securities . As
53
such, the reported value of those securities is equal to their amortized cost, and is not impacted by changing interest rates. The remainder of our fixed maturity securities and all of our equity securities are classified as available-for-sale and reported at fair value.
On January 1, 2008, we adopted FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As disclosed in Note 19 of the financial statements, our securities available-for-sale are classified using Level 1, 2 and 3 inputs. We did not elect the fair value option prescribed under FASB ASC Topic 825, Financial Instruments, for any financial assets or financial liabilities in 2013 or 2014.
The composition of our investment portfolio, including cash and cash equivalents, as of December 31, 2014 is shown in the following table.
Carrying Value |
Percentage
of Portfolio |
Effective
Interest Rate |
||||||||||
(in thousands) | ||||||||||||
Fixed maturity securitiesheld-to-maturity: |
||||||||||||
State and political subdivisions |
$ | 385,623 | 34.8% | 3.5 | % | |||||||
Corporate bonds |
176,880 | 16.0% | 1.5 | % | ||||||||
Commercial mortgage-backed securities |
46,662 | 4.2% | 4.7 | % | ||||||||
U.S. agency-based mortgage-backed securities |
16,972 | 1.5% | 5.1 | % | ||||||||
U.S. Treasury securities and obligations of U.S. Government agencies |
10,697 | 1.0% | 3.5 | % | ||||||||
Asset-backed securities |
2,797 | 0.3% | 3.7 | % | ||||||||
|
|
|
|
|
||||||||
Total fixed maturity securitiesheld-to-maturity |
639,631 | 57.8% | 3.1 | % | ||||||||
|
|
|
|
|
||||||||
Fixed maturity securitiesavailable-for-sale: |
||||||||||||
State and political subdivisions |
157,374 | 14.2% | 3.5 | % | ||||||||
Corporate bonds |
165,370 | 14.9% | 1.6 | % | ||||||||
U.S. agency-based mortgage-backed securities |
8,498 | 0.8% | 3.2 | % | ||||||||
|
|
|
|
|
||||||||
Total fixed maturity securitiesavailable-for-sale |
331,242 | 29.9% | 2.5 | % | ||||||||
|
|
|
|
|
||||||||
Equity securities |
28 | 0.0% | 0.0 | % | ||||||||
Other investments |
11,748 | 1.1% | 0.0 | % | ||||||||
Cash and cash equivalents |
90,956 | 8.2% | 0.1 | % | ||||||||
Short-term investments |
33,684 | 3.0% | 0.5 | % | ||||||||
|
|
|
|
|
||||||||
Total Investments, including cash and cash equivalents |
$ | 1,107,289 | 100.0% | 2.6 | % | |||||||
|
|
|
|
|
For our securities classified as available-for-sale, the securities are marked to market as of the end of each calendar quarter. As of that date, unrealized gains and losses are recorded against Accumulated Other Comprehensive Income (Loss), except when such securities are deemed to be other-than-temporarily impaired. For our securities classified as held-to-maturity, unrealized gains and losses are not recorded in the financial statements until realized or until a decline in fair value, below amortized cost, is deemed to be other-than-temporary.
We regularly review our investment portfolio to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of our investments. We consider various factors in determining if a decline in the fair value of an individual security is other-than-temporary. The key factors we consider are:
| any reduction or elimination of preferred stock dividends, or nonpayment of scheduled principal or interest payments; |
54
| the financial condition and near-term prospects of the issuer of the applicable security, including any specific events that may affect its operations or earnings; |
| how long and by how much the fair value of the security has been below its cost or amortized cost; |
| any downgrades of the security by a rating agency; |
| our intent not to sell the security for a sufficient time period for it to recover its value; |
| the likelihood of being forced to sell the security before the recovery of its value; and |
| an evaluation as to whether there are any credit losses on debt securities. |
The following table summarizes the fair value of, and the amount of, unrealized losses on our investment securities, segregated by the time period each security has been in a continuous unrealized loss position as of December 31, 2014 and 2013:
Less Than
Twelve Months |
Twelve Months
or Longer |
|||||||||||||||
Fair
Value |
Unrealized
Losses |
Fair
Value |
Unrealized
Losses |
|||||||||||||
(in thousands) | ||||||||||||||||
December 31, 2014: |
||||||||||||||||
Fixed maturity securities |
$ | 260,769 | $ | (1,069 | ) | $ | 19,766 | $ | (3,089 | ) | ||||||
Equity securities |
| | | | ||||||||||||
December 31, 2013: |
||||||||||||||||
Fixed maturity securities |
$ | 201,887 | $ | (6,812 | ) | $ | 9,752 | $ | (2,994 | ) | ||||||
Equity securities |
5,205 | (567 | ) | | |
We reviewed all securities with unrealized losses in accordance with the impairment policy described above. The Company expects to hold these investments in equity securities for a reasonable period of time sufficient for a recovery of fair value. We determined that the unrealized losses in the fixed maturity securities portfolio related primarily to changes in market interest rates since the date of purchase, current conditions in the capital markets and the impact of those conditions on market liquidity and prices generally, and the transfer of the investments from the available-for-sale classification to the held-to-maturity classification in January 2004. We expect to recover the carrying value of these securities as it is not more likely than not that we will be required to sell the security before the recovery of its amortized cost basis. In addition, none of the unrealized losses on debt securities are considered credit losses.
During 2014, the Company impaired securities totaling $0.2 million related to a fixed maturity security. The impairment charge is included in Net realized gains (losses) on investments for 2014. We impaired the security due a downgrade of the security and the amount of the accumulated unrealized loss.
During 2013, the Company impaired securities totaling $2.2 million related to four equity securities. The impairment charge is included in Net realized gains (losses) on investments for 2013. We impaired the securities due to the amount of the accumulated unrealized loss positions, the amount of time in those loss positions and managements revised outlook on those securities.
There were no impairment charges in 2012.
The pre-tax investment yield on our investment portfolio was 2.6% per annum during the twelve months ended December 31, 2014, compared to 2.8% per annum during the same period in 2013.
Contractual Obligations and Commitments
We manage risk on certain long-duration claims by settling these claims through the purchase of annuities from unaffiliated life insurance companies. In the event these companies are unable to meet their obligations under these annuity contracts, we could be liable to the claimants, but our reinsurers remain obligated to
55
indemnify us for all or part of these obligations in accordance with the terms of our reinsurance contracts. As of December 31, 2014, the present value of these annuities was $94.6 million, as estimated by our annuity providers. Substantially all of the annuities are issued or guaranteed by life insurance companies that have an A.M. Best rating of A (Excellent) or better. For additional information, see Note 17 to our consolidated financial statements in Item 8 of this report.
We lease equipment and office space under noncancelable operating leases. Future minimum lease payments at December 31, 2014, were as follows:
Year |
Future Minimum
Lease Payments |
|||
(in thousands) | ||||
2015 |
$ | 140 | ||
2016 |
121 | |||
2017 |
98 | |||
2018 |
67 | |||
2019 |
6 | |||
2020 |
| |||
|
|
|
||
$ | 432 | |||
|
|
|
Rental expense was $0.2 million in 2014, 2013 and 2012.
The table below provides information with respect to our contractual obligations as of December 31, 2014.
Contractual Obligations |
|
Payment Due By Period | ||||||||||||||||||
Total |
Less Than
1 Year |
1-3 Years | 3-5 Years |
More Than
5 Years |
||||||||||||||||
(in thousands) | ||||||||||||||||||||
Loss and loss adjustment expenses (1) |
$ | 687,602 | $ | 239,973 | $ | 290,856 | $ | 73,573 | $ | 83,200 | ||||||||||
Loss-based insurance assessments (2) |
13,725 | 4,790 | 5,805 | 1,469 | 1,661 | |||||||||||||||
Capital lease obligations |
106 | 38 | 68 | | | |||||||||||||||
Operating lease obligations |
432 | 140 | 286 | 6 | | |||||||||||||||
Purchase obligations |
487 | 175 | 312 | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
$ | 702,352 | $ | 245,116 | $ | 297,327 | $ | 75,048 | $ | 84,861 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | The loss and loss adjustment expense payments due by period in the table above are based upon the loss and loss adjustment expense estimates as of December 31, 2014 and actuarial estimates of expected payout patterns and are not contractual liabilities as to a time certain. Our contractual liability is to provide benefits under the policy. As a result, our calculation of loss and loss adjustment expense payments due by period is subject to the same uncertainties associated with determining the level of loss and loss adjustment expenses generally and to the additional uncertainties arising from the difficulty of predicting when claims (including claims that have not yet been reported to us) will be paid. For a discussion of our loss and loss adjustment expense process, see BusinessLoss Reserves in Item 1 of this report. Actual payments of loss and loss adjustment expenses by period will vary, perhaps materially, from the amounts shown in the table above to the extent that current estimates of loss and loss adjustment expenses vary from actual ultimate claims amounts and as a result of variations between expected and actual payout patterns. See Risk Factors Risks Related to Our BusinessOur loss reserves are based on estimates and may be inadequate to cover our actual losses in Item 1A of this report for a discussion of the uncertainties associated with estimating loss and loss adjustment expenses. |
(2) |
We are subject to various annual assessments imposed by certain of the states in which we write insurance policies. These assessments are generally based upon the amount of premiums written or losses paid during the applicable year. Assessments based on premiums are generally paid within one year after the calendar year in which the policies are written, while assessments based on losses are generally paid within one year after calendar year in which the loss is paid. When we establish a reserve for loss and loss |
56
adjustment expenses for a reported claim, we accrue our obligation to pay any applicable assessments. If settlement of the claim is to be paid out over more than one year, our obligation to pay any related loss-based assessments extends for the same period of time. Because our reserves for loss and loss adjustment expenses are based on estimates, our accruals for loss-based insurance assessments are also based on estimates. Actual payments of loss and loss adjustment expenses may differ, perhaps materially, from our reserves. Accordingly, our actual loss-based insurance assessments may vary, perhaps materially, from our accruals. |
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Market risk is the risk of potential economic loss principally arising from adverse changes in the fair value of financial instruments. The major components of market risk affecting us are credit risk, interest rate risk, and equity price risk. We currently have no exposure to foreign currency risk.
Credit Risk
Credit risk is the potential loss arising principally from adverse changes in the financial condition of the issuers of our fixed maturity securities and the financial condition of our reinsurers.
We address the credit risk related to the issuers of our fixed maturity securities by primarily investing in fixed maturity securities that are rated as investment grade by one or more of Moodys, Standard & Poors or Fitch. We also independently monitor the financial condition of all issuers of our fixed maturity securities. To limit our risk exposure, we employ diversification policies that limit our credit exposure to any single issuer or business sector.
We are also subject to credit risk with respect to our reinsurers. Although our reinsurers are obligated to reimburse us to the extent we cede risk to them, we are ultimately liable to our policyholders on all risks we have reinsured. As a result, reinsurance contracts do not limit our ultimate obligations to pay claims and, in some cases, we might not be able to collect amounts recoverable from our reinsurers. We address this credit risk by initially selecting reinsurers with an A.M. Best rating of A- (Excellent) or better and by performing, along with our reinsurance broker, periodic credit reviews of our reinsurers. If one of our reinsurers suffers a credit downgrade, we may consider various options to lessen the risk of asset impairment, including commutation, novation or letters of credit. See Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources in Item 7 of this report.
Interest Rate Risk
Interest rate risk is the risk that we may incur losses due to adverse changes in interest rates. As of December 31, 2014, we had fixed maturity securities with a fair value of $995.6 million and a carrying value of $970.9 million. These securities are all subject to interest rate risk, but because we classify the majority of our fixed maturity securities as held-to-maturity, changes in fair values have a small effect on the carrying value of our portfolio. We manage our exposure to interest rate risk with respect to these securities by investing in a portfolio of securities with moderate effective duration. At December 31, 2014, the effective duration of the total investment portfolio, including cash and short term investments, was 2.9 years. Given the current low interest rate environment, the risk to the portfolio from higher rates exceeds the potential benefit to the portfolio from lower rates. Should we experience a large rise in interest rates, the effect on the carrying value of our portfolio could be substantial.
57
The table below summarizes the interest rate risk associated with our fixed maturity securities by illustrating the sensitivity of the fair value and carrying value of our fixed maturity securities as of December 31, 2014 to selected hypothetical changes in interest rates, and the associated impact on our shareholders equity.
Hypothetical Change in Interest Rates |
Fair Value |
Estimated
Change in Fair Value |
Carrying
Value |
Estimated
Change in Carrying Value |
Hypothetical
Percentage Increase (Decrease) in Shareholders Equity |
|||||||||||||||
200 basis point increase |
$ | 928,304 | $ | (67,309 | ) | $ | 939,819 | $ | (31,054 | ) | (6.9)% | |||||||||
100 basis point increase |
962,787 | (32,826 | ) | 955,678 | (15,196 | ) | (3.4)% | |||||||||||||
No change |
995,613 | | 970,873 | | | |||||||||||||||
100 basis point decrease |
1,024,901 | 29,288 | 984,465 | 13,591 | 3.0% | |||||||||||||||
200 basis point decrease |
1,041,565 | 45,951 | 993,151 | 22,278 | 5.0% |
Equity Price Risk
Equity price risk is the risk that we may incur losses due to adverse changes in the market prices of the equity securities we hold in our investment portfolio. We classify our portfolio of equity securities as available-for-sale and carry these securities on our balance sheet at fair value. Accordingly, adverse changes in the market prices of our equity securities result in a decrease in the value of our total assets and shareholders equity. In order to minimize our exposure to equity price risk, we independently monitor the financial condition of our equity securities, and diversify our investments. In addition, we limit the percentage of equity securities held in our investment portfolio to the lesser of 10% of the investment portfolio or 30% of shareholders equity. As of December 31, 2014, the equity securities in our investment portfolio had a fair value of $0.03 million, representing 0.0% of shareholders equity on that date. See BusinessInvestments in Item 1 of this report.
58
Item 8. Financial Statements and Supplementary Data.
Page | ||||
Audited Financial Statements as of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014: |
||||
60 | ||||
61 | ||||
62 | ||||
63 | ||||
64 | ||||
65 | ||||
66 | ||||
Financial Statement Schedules: |
||||
101 | ||||
Schedule VI. Supplemental Information Concerning Property-Casualty Insurance Operations |
104 | |||
Schedules I, III, IV and V are not applicable and have been omitted. |
59
Report of Independent Registered Public Accounting Firm
The Board of Directors and shareholders of AMERISAFE, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of AMERISAFE, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in shareholders equity and cash flows for each of the three years in the period ended December 31, 2014. Our audits also include the financial statement schedules listed in the Index at Item 15. These financial statements and schedules are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of AMERISAFE, Inc. and Subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), AMERISAFE, Inc. and Subsidiaries internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
New Orleans, Louisiana
February 27, 2015
60
AMERISAFE, INC. AND SUBSIDIARIES
(in thousands, except share data)
December 31, | ||||||||
2014 | 2013 | |||||||
Assets |
||||||||
Investments: |
||||||||
Fixed maturity securitiesheld-to-maturity, at amortized cost (fair value $664,371 and $561,179 in 2014 and 2013, respectively) |
$ | 639,631 | $ | 536,583 | ||||
Fixed maturity securitiesavailable-for-sale, at fair value (cost $327,004 and $244,409 in 2014 and 2013, respectively) |
$ | 331,242 | $ | 237,877 | ||||
Equity securitiesavailable-for-sale, at fair value (cost $0 and $9,482 in 2014 and 2013, respectively) |
28 | 9,302 | ||||||
Short-term investments |
33,684 | 84,422 | ||||||
Other investments |
11,748 | 10,591 | ||||||
|
|
|
|
|
|
|||
Total investments |
1,016,333 | 878,775 | ||||||
Cash and cash equivalents |
90,956 | 123,077 | ||||||
Amounts recoverable from reinsurers |
85,888 | 75,326 | ||||||
Premiums receivable, net of allowance |
178,917 | 171,579 | ||||||
Deferred income taxes |
31,231 | 33,645 | ||||||
Accrued interest receivable |
11,637 | 11,242 | ||||||
Property and equipment, net |
7,240 | 7,549 | ||||||
Deferred policy acquisition costs |
19,649 | 19,171 | ||||||
Federal income tax recoverable |
1,082 | | ||||||
Other assets |
14,287 | 8,637 | ||||||
|
|
|
|
|
|
|||
Total assets |
$ | 1,457,220 | $ | 1,329,001 | ||||
|
|
|
|
|
|
|||
Liabilities and shareholders equity |
||||||||
Liabilities: |
||||||||
Reserves for loss and loss adjustment expenses |
$ | 687,602 | $ | 614,557 | ||||
Unearned premiums |
168,576 | 164,296 | ||||||
Reinsurance premiums payable |
843 | 607 | ||||||
Amounts held for others |
42,827 | 35,739 | ||||||
Policyholder deposits |
48,722 | 44,620 | ||||||
Insurance-related assessments |
29,315 | 25,428 | ||||||
Accounts payable and other liabilities |
30,110 | 26,940 | ||||||
Payable for investments purchased |
2,257 | | ||||||
|
|
|
|
|
|
|||
Total liabilities |
1,010,252 | 912,187 | ||||||
Shareholders equity: |
||||||||
Common stock: |
||||||||
Voting$0.01 par value authorized shares50,000,000 in 2014 and 2013; 20,155,936 and 19,855,430 shares issued and 18,897,686 and 18,597,180 shares outstanding in 2014 and 2013, respectively |
201 | 198 | ||||||
Additional paid-in capital |
199,138 | 192,537 | ||||||
Treasury stock at cost (1,258,250 shares in 2014 and 2013) |
(22,370 | ) | (22,370 | ) | ||||
Accumulated earnings |
267,189 | 250,744 | ||||||
Accumulated other comprehensive income (loss), net |
2,810 | (4,295 | ) | |||||
|
|
|
|
|
|
|||
Total shareholders equity |
446,968 | 416,814 | ||||||
|
|
|
|
|
|
|||
Total liabilities and shareholders equity |
$ | 1,457,220 | $ | 1,329,001 | ||||
|
|
|
|
|
|
See accompanying notes.
61
AMERISAFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data)
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues |
||||||||||||
Premiums earned |
$ | 375,747 | $ | 329,983 | $ | 290,689 | ||||||
Net investment income |
27,214 | 27,029 | 27,018 | |||||||||
Net realized gains (losses) on investments |
697 | (1,211 | ) | 2,979 | ||||||||
Fee and other income |
361 | 534 | 562 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Total revenues |
404,019 | 356,335 | 321,248 | |||||||||
Expenses |
||||||||||||
Loss and loss adjustment expenses incurred |
244,916 | 228,973 | 219,903 | |||||||||
Underwriting and certain other operating costs |
32,573 | 18,951 | 18,450 | |||||||||
Commissions |
27,872 | 25,303 | 22,144 | |||||||||
Salaries and benefits |
24,518 | 22,862 | 20,839 | |||||||||
Interest expense |
| | 566 | |||||||||
Policyholder dividends |
391 | 1,042 | 2,203 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Total expenses |
330,270 | 297,131 | 284,105 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Income before income taxes |
73,749 | 59,204 | 37,143 | |||||||||
Income tax expense |
20,083 | 15,567 | 7,790 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Net income |
53,666 | 43,637 | 29,353 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Net income available to common shareholders |
$ | 53,666 | $ | 43,495 | $ | 29,331 | ||||||
|
|
|
|
|
|
|
|
|
||||
Earnings per share |
||||||||||||
Basic |
$ | 2.88 | $ | 2.37 | $ | 1.62 | ||||||
|
|
|
|
|
|
|
|
|
||||
Diluted |
$ | 2.84 | $ | 2.32 | $ | 1.58 | ||||||
|
|
|
|
|
|
|
|
|
||||
Shares used in computing earnings per share |
||||||||||||
Basic |
18,646,128 | 18,373,033 | 18,166,261 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Diluted |
18,928,504 | 18,748,809 | 18,575,191 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Extraordinary cash dividends declared per common share |
$ | 1.50 | $ | | $ | | ||||||
|
|
|
|
|
|
|
|
|
||||
Cash dividends declared per common share |
$ | 0.48 | $ | 0.32 | $ | | ||||||
|
|
|
|
|
|
|
|
|
See accompanying notes.
62
AMERISAFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income |
$ | 53,666 | $ | 43,637 | $ | 29,353 | ||||||
Other comprehensive income: |
||||||||||||
Unrealized gain (loss) on securities, net of tax |
7,105 | (7,274 | ) | 764 | ||||||||
|
|
|
|
|
|
|
|
|
||||
Comprehensive income |
$ | 60,771 | $ | 36,363 | $ | 30,117 | ||||||
|
|
|
|
|
|
|
|
|
See accompanying notes.
63
AMERISAFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(in thousands, except share data)
Common Stock | Treasury Stock |
Additional
Paid-In Capital |
Accumulated
Other Comprehensive Income (Loss) |
Total | ||||||||||||||||||||||||||||
Shares |
Amount | Shares | Amounts |
Accumulated
Earnings |
||||||||||||||||||||||||||||
Balance at December 31, 2011 |
19,408,512 | $ | 194 | (1,258,250 | ) | $ | (22,370 | ) | $ | 185,734 | $ | 183,664 | $ | 2,215 | $ | 349,437 | ||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||
Net income |
| | | | | 29,353 | | 29,353 | ||||||||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||||||||||
Change in unrealized gains, net of tax |
| | | | | | 764 | 764 | ||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||
Comprehensive income |
| | | | | | | 30,117 | ||||||||||||||||||||||||
Common stock issued upon exercise of options |
86,800 | 1 | | | 780 | | | 781 | ||||||||||||||||||||||||
Restricted common stock issued |
18,164 | | | | 240 | | | 240 | ||||||||||||||||||||||||
Share-based compensation |
| | | | 226 | | | 226 | ||||||||||||||||||||||||
Tax benefit of share-based compensation |
| | | | 421 | | | 421 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2012 |
19,513,476 | $ | 195 | (1,258,250 | ) | $ | (22,370 | ) | $ | 187,401 | $ | 213,017 | $ | 2,979 | $ | 381,222 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||
Net income |
| | | | | 43,637 | | 43,637 | ||||||||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||||||||||
Change in unrealized losses, net of tax |
| | | | | | (7,274 | ) | (7,274 | ) | ||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||
Comprehensive income |
| | | | | | | 36,363 | ||||||||||||||||||||||||
Common stock issued upon exercise of options |
256,300 | 3 | | | 2,341 | | | 2,344 | ||||||||||||||||||||||||
Restricted common stock issued |
85,654 | | | | 557 | | | 557 | ||||||||||||||||||||||||
Share-based compensation |
| | | | 214 | | | 214 | ||||||||||||||||||||||||
Tax benefit of share-based compensation |
| | | | 2,024 | | | 2,024 | ||||||||||||||||||||||||
Dividends to shareholders |
| | | | | (5,910 | ) | | (5,910 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2013 |
19,855,430 | $ | 198 | (1,258,250 | ) | $ | (22,370 | ) | $ | 192,537 | $ | 250,744 | $ | (4,295 | ) | $ | 416,814 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||
Net income |
| | | | | 53,666 | | 53,666 | ||||||||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||||||||||
Change in unrealized gains, net of tax |
| | | | | | 7,105 | 7,105 | ||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||
Comprehensive income |
| | | | | | | 60,771 | ||||||||||||||||||||||||
Common stock issued upon exercise of options |
294,165 | 3 | | | 2,671 | | | 2,674 | ||||||||||||||||||||||||
Restricted common stock issued |
6,341 | | | | | | | | ||||||||||||||||||||||||
Share-based compensation |
| | | | 1,089 | | | 1,089 | ||||||||||||||||||||||||
Tax benefit of share-based compensation |
| | | | 2,841 | | | 2,841 | ||||||||||||||||||||||||
Dividends to shareholders |
| | | | | (37,221 | ) | | (37,221 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2014 |
20,155,936 | $ | 201 | (1,258,250 | ) | $ | (22,370 | ) | $ | 199,138 | $ | 267,189 | $ | 2,810 | $ | 446,968 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
64
AMERISAFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Operating activities |
||||||||||||
Net income |
$ | 53,666 | $ | 43,637 | $ | 29,353 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation |
1,298 | 1,300 | 1,112 | |||||||||
Net amortization/accretion of investments |
15,243 | 13,350 | 10,151 | |||||||||
Deferred income taxes |
(1,412 | ) | (207 | ) | 115 | |||||||
Net realized (gains) losses on investments |
(697 | ) | 1,211 | (2,979 | ) | |||||||
Loss on sale of asset |
| 2 | 1 | |||||||||
Share-based compensation |
1,519 | 1,409 | 641 | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Premiums receivable, net |
(7,338 | ) | (29,629 | ) | (20,727 | ) | ||||||
Accrued interest receivable |
(395 | ) | (850 | ) | (872 | ) | ||||||
Deferred policy acquisition costs |
(478 | ) | (752 | ) | (1,841 | ) | ||||||
Other assets |
(7,889 | ) | 1,581 | 445 | ||||||||
Reserve for loss and loss adjustment expenses |
73,045 | 44,107 | 32,236 | |||||||||
Unearned premiums |
4,280 | 23,768 | 21,829 | |||||||||
Reinsurance balances |
(10,326 | ) | 26,177 | (5,910 | ) | |||||||
Amounts held for others and policyholder deposits |
11,190 | 238 | 12,912 | |||||||||
Accounts payable and other liabilities |
8,734 | 3,561 | 4,582 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Net cash provided by operating activities |
140,440 | 128,903 | 81,048 | |||||||||
Investing activities |
||||||||||||
Purchases of investments held-to-maturity |
(225,285 | ) | (77,868 | ) | (79,042 | ) | ||||||
Purchases of investments available-for-sale |
(149,956 | ) | (135,798 | ) | (92,751 | ) | ||||||
Purchases of short-term investments |
(79,957 | ) | (131,981 | ) | (95,954 | ) | ||||||
Purchases of other invested assets |
| (10,000 | ) | | ||||||||
Proceeds from maturities of investments held-to-maturity |
114,601 | 117,750 | 134,994 | |||||||||
Proceeds from sales and maturities of investments available-for-sale |
72,535 | 29,099 | 52,514 | |||||||||
Proceeds from sales and maturities of short-term investments |
128,043 | 112,978 | 72,105 | |||||||||
Purchases of property and equipment |
(989 | ) | (1,140 | ) | (1,196 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Net cash used in investing activities |
(141,008 | ) | (96,960 | ) | (9,330 | ) | ||||||
Financing activities |
||||||||||||
Proceeds from stock option exercises |
2,674 | 2,344 | 781 | |||||||||
Tax benefit from share-based payments |
2,841 | 2,024 | 421 | |||||||||
Redemption of subordinated debt securities |
| | (25,780 | ) | ||||||||
Dividends to shareholders |
(37,068 | ) | (5,910 | ) | | |||||||
|
|
|
|
|
|
|
|
|
||||
Net cash used in financing activities |
(31,553 | ) | (1,542 | ) | (24,578 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Change in cash and cash equivalents |
(32,121 | ) | 30,401 | 47,140 | ||||||||
Cash and cash equivalents at beginning of year |
123,077 | 92,676 | 45,536 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents at end of year |
$ | 90,956 | $ | 123,077 | $ | 92,676 | ||||||
|
|
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information |
||||||||||||
Interest paid |
$ | | $ | | $ | 686 | ||||||
|
|
|
|
|
|
|
|
|
||||
Income taxes paid |
$ | 19,926 | $ | 12,512 | $ | 7,004 | ||||||
|
|
|
|
|
|
|
|
|
See accompanying notes.
65
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
1. | Summary of Significant Accounting Policies |
Organization
AMERISAFE, Inc. is an insurance holding company incorporated in the state of Texas. The accompanying consolidated financial statements include the accounts of AMERISAFE and its subsidiaries: American Interstate Insurance Company (AIIC) and its insurance subsidiaries, Silver Oak Casualty, Inc. (SOCI) and American Interstate Insurance Company of Texas (AIICTX), Amerisafe Risk Services, Inc. (RISK) and Amerisafe General Agency, Inc. (AGAI). AIIC and SOCI are property and casualty insurance companies organized under the laws of the state of Nebraska. In 2013, AIIC and SOCI were re-domesticated to Nebraska from Louisiana. AIICTX is a property and casualty insurance company organized under the laws of the state of Texas. RISK, a wholly owned subsidiary of the Company, is a claims and safety service company servicing only affiliated insurance companies. AGAI, a wholly owned subsidiary of the Company, is a general agent for the Company. AGAI sells insurance, which is underwritten by AIIC, SOCI and AIICTX, as well as by nonaffiliated insurance carriers. The assets and operations of AGAI are not significant to that of the consolidated entity.
The terms AMERISAFE, the Company, we, us or our refer to AMERISAFE, Inc. and its consolidated subsidiaries, as the context requires.
The Company provides workers compensation insurance for companies primarily in special trade groups, including construction, trucking, manufacturing, oil and gas and agriculture. Assets and revenues of AIIC represent at least 95% of comparable consolidated amounts of the Company for each of 2014, 2013 and 2012.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.
Investments
The Company has the ability and positive intent to hold certain investments until maturity. Therefore, fixed maturity securities classified as held-to-maturity are recorded at amortized cost. Equity securities and fixed maturity securities classified as available-for-sale are recorded at fair value. Temporary changes in the fair value of these securities are reported in shareholders equity as a component of other comprehensive income, net of deferred income taxes.
Investment income is recognized as it is earned. The discount or premium on fixed maturity securities is amortized using the constant yield method. Anticipated prepayments, where applicable, are considered when determining the amortization of premiums or discounts. Realized investment gains and losses are determined using the specific identification method.
The Company regularly reviews the fair value of its investments. Impairment of an investment security results in a reduction of the carrying value of the security and the realization of a loss when the fair value of the
66
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
security declines below the cost or amortized cost, as applicable, for the security and the impairment is deemed to be other-than-temporary. The Company regularly reviews its investment portfolio to evaluate the existence of other-than-temporary declines in the fair value of investments. The Company considers various factors in determining if a decline in the fair value of an individual security is other-than-temporary, including but not limited to a reduction or interruption in scheduled cash flows, the financial condition of the issuer, how long and by how much the fair value has been below amortized cost, losses due to credit concerns, downgrades and the Companys intent to sell or ability to hold the security.
Other-than-temporary impairment losses on equity securities are recognized in net income and are measured as the difference between cost and fair value. Impairment losses on fixed maturities are recognized in the financial statements depending on the facts and circumstances related to the specific security. If we intend to sell a security or it is more likely than not that we would be required to sell a security before the recovery of its amortized cost, less any current period credit loss, an other-than-temporary impairment would be recognized in net income for the difference between amortized cost and fair value. If we do not expect to recover the amortized cost basis, we do not plan to sell the security and if it is not more likely than not that we would be required to sell a security before the recovery of its amortized cost, less any current period credit loss, the recognition of the other-than-temporary impairment is bifurcated. The credit loss portion would be recognized in net income and the noncredit loss portion in other comprehensive income.
Cash and Cash Equivalents
Cash equivalents include short-term money market funds and corporate bonds with an original maturity of three months or less.
Short-Term Investments
Short-term investments include municipal securities, corporate bonds and certificates of deposit with an original maturity greater than three months but less than one year.
Other Investments
Other investments consist of a limited partnership (LP) interest that is accounted for under the equity method valued using the net asset value provided by the general partner of the LP, which approximates the fair value of the interest. The LPs objective is to generate absolute returns by investing long and short in publicly-traded global securities. Redemptions are allowed monthly following a sixty day notice with no lock up periods. The Company has no unfunded commitments related to the LP.
Premiums Receivable
Premiums receivable consist primarily of premium-related balances due from policyholders. The Company considers premiums receivable as past due based on the payment terms of the underlying policy. The balance is shown net of the allowance for doubtful accounts. Receivables due from insureds are charged off when a determination has been made by management that a specific balance will not be collected. An estimate of amounts that are likely to be charged off is established as an allowance for doubtful accounts as of the balance sheet date. The estimate is primarily comprised of specific balances that are considered probable to be charged off after all collection efforts have ceased, as well as historical trends and an analysis of the aging of the receivables.
Property and Equipment
The Companys property and equipment, including certain costs incurred to develop or obtain software for internal use, are stated at cost less accumulated depreciation. Depreciation is calculated primarily by the straight-line method over the estimated useful lives of the respective assets, generally 39 years for buildings and three to seven years for all other fixed assets.
67
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
Deferred Policy Acquisition Costs
The direct costs of successfully acquiring and renewing business are capitalized to the extent recoverable and are amortized over the effective period of the related insurance policies in proportion to premium revenue earned. These capitalized costs consist mainly of sales commissions, premium taxes and other underwriting costs. The Company evaluates deferred policy acquisition costs for recoverability by comparing the unearned premiums to the estimated total expected claim costs and related expenses, offset by anticipated investment income. The Company would reduce the deferred costs if the unearned premiums were less than expected claims and expenses after considering investment income, and report any adjustments in amortization of deferred policy acquisition costs. There were no adjustments necessary in 2014, 2013 or 2012.
Reserves for Loss and Loss Adjustment Expenses
Reserves for loss and loss adjustment expenses represent the estimated ultimate cost of all reported and unreported losses incurred through December 31. The Company does not discount loss and loss adjustment expense reserves. The reserves for loss and loss adjustment expenses are estimated using individual case-basis valuations, statistical analyses and estimates based upon experience for unreported claims and their associated loss and loss adjustment expenses. Such estimates may be more or less than the amounts ultimately paid when the claims are settled. The estimates are subject to the effects of trends in loss severity and frequency. Although considerable variability is inherent in these estimates, management believes that the reserves for loss and loss adjustment expenses are adequate. The estimates are continually reviewed and adjusted as necessary as experience develops or new information becomes known. Any adjustments are included in current operations.
Subrogation recoverables, as well as deductible recoverables from policyholders, are estimated using individual case-basis valuations and aggregate estimates. Deductibles that are recoverable from policyholders and other recoverables from state funds decrease the liability for loss and loss adjustment expenses.
The Company funds its obligations under certain settled claims where the payment pattern and ultimate cost are fixed and determinable on an individual claim basis through the purchase of annuities. These annuities are purchased from unaffiliated carriers and name the claimant as payee. The cost of purchasing the annuity is recorded as paid loss and loss adjustment expenses. To the extent the annuity funds estimated future claims, reserves for loss and loss adjustment expense are reduced.
Premium Revenue
Premiums on workers compensation insurance are based on actual payroll costs or production during the policy term and are normally billed monthly in arrears or annually. However, the Company generally requires a deposit at the inception of a policy.
Premium revenue is earned on a pro rata basis over periods covered by the policies. The reserve for unearned premiums on these policies is computed on a daily pro rata basis.
The Company estimates the annual premiums to be paid by its policyholders when the Company issues the policies and records those amounts on the balance sheet as premiums receivable. The Company conducts premium audits on all of its voluntary business policyholders annually, upon the expiration of each policy, including when the policy is renewed. The purpose of these audits is to verify that policyholders have accurately reported their payroll expenses and employee job classifications, and therefore have paid the Company the premium required under the terms of the policies. The difference between the estimated premium and the ultimate premium is referred to as earned but unbilled premium, or EBUB premium. EBUB premium can be higher or lower than the estimated premium. EBUB premium is subject to significant variability and can either
68
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
increase or decrease earned premium based upon several factors, including changes in premium growth, industry mix and economic conditions. Due to the timing of audits and other adjustments, ultimate premium earned is generally not determined for several months after the expiration of the policy.
The Company estimates EBUB premiums on a quarterly basis using historical data and applying various assumptions based on the current market and records an adjustment to premium, related losses, and expenses as warranted.
Reinsurance
Reinsurance premiums, losses and allocated loss adjustment expenses are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts.
Amounts recoverable from reinsurers include balances currently owed to the Company for losses and allocated loss adjustment expenses that have been paid to policyholders, amounts that are currently reserved for and will be recoverable once the related expense has been paid and experience-rated commissions recoverable upon commutation.
Upon managements determination that an amount due from a reinsurer is uncollectible due to the reinsurers insolvency or other matters, the amount is written off.
Ceding commissions are earned from certain reinsurance companies and are intended to reimburse the Company for policy acquisition costs related to those premiums ceded to the reinsurers. Ceding commission income is recognized over the effective period of the related insurance policies in proportion to premium revenue earned and is reflected as a reduction in underwriting and certain other operating costs.
Experience-rated commissions are earned from certain reinsurance companies based on the financial results of the applicable risks ceded to the reinsurers. These commission revenues on reinsurance contracts are recognized during the related reinsurance treaty period and are based on the same assumptions used for recording loss and allocated loss adjustment expenses. These commissions are reflected as a reduction in underwriting and certain other operating costs and are adjusted as necessary as experience develops or new information becomes known. Any such adjustments are included in current operations. Experience-rated commissions had no impact on underwriting and certain other operating costs in 2014 compared to a reduction of $9.3 million in 2013 and $11.1million in 2012.
Fee and Other Income
The Company recognizes income related to commissions earned by AGAI as the related services are performed.
Advertising
All advertising expenditures incurred by the Company are charged to expense in the period to which they relate and are included in underwriting and certain other operating costs in the consolidated statements of income. Total advertising expenses incurred were $0.5 million in 2014, $0.5 million in 2013 and $0.4 million in 2012.
Income Taxes
The Company accounts for income taxes using the liability method. The provision for income taxes has two components, amounts currently payable or receivable and deferred amounts. Deferred income tax assets and liabilities are recognized for the differences between the financial statement carrying amounts of existing assets
69
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company considers deferred tax assets to be recoverable if it is probable that the related tax losses can be offset by future taxable income. The Company includes reversal of existing temporary differences, tax planning strategies available and future operating income in this assessment. To the extent the deferred tax assets exceed the amount expected to be recovered in future years, the Company records a valuation allowance for the amount determined unrecoverable.
Insurance-Related Assessments
Insurance-related assessments are accrued in the period in which they have been incurred. The Company is subject to a variety of assessments related to insurance commerce, including those by state guaranty funds and workers compensation second-injury funds. State guaranty fund assessments are used by state insurance oversight agencies to cover losses of policyholders of insolvent or rehabilitated insurance companies and for the operating expenses of such agencies. The Company has a premium tax benefit accrued of $4.0 million and $3.6 million as of December 31, 2014 and 2013, respectively, for mandatory assessments that may be recovered through a reduction in future premium taxes in certain states. Assessments based on premiums are generally paid one year after the calendar year in which the premium is written, while assessments based on losses are generally paid within one year of the calendar year in which the loss is paid.
Policyholder Dividends
The Company writes certain policies for which the policyholder may participate in favorable claims experience through a dividend. An estimated provision for workers compensation policyholders dividends is accrued as the related premiums are earned. Dividends do not become a fixed liability unless and until declared by the respective Boards of Directors of AMERISAFEs insurance subsidiaries. The dividend to which a policyholder may be entitled is set forth in the policy and is related to the amount of losses sustained under the policy. Dividends are calculated after the policy expiration. The Company is able to estimate the policyholder dividend liability because the Company has information regarding the underlying loss experience of the policies written with dividend provisions and can estimate future dividend payments from the policy terms.
Earnings Per Share
The Company computes earnings per share (EPS) in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 260, Earnings Per Share. Additionally, during 2013, the Company applied the two-class method in computing basic and diluted earnings per share as a result of the participating unvested common shares which contained nonforfeitable rights to dividends during this period. As of January 1, 2014, the Company no longer has participating unvested common shares which contain nonforfeitable rights to dividends and now applies the treasury stock method in computing basic and diluted earnings per share.
Under the two-class method, net income available to common and participating common shareholders is reduced by the amount of dividends declared in the current period and by the contractual amount of dividends that must be paid for the current period related to the Companys common and participating common shares. Participating common shares include unvested share-based payment awards that contain nonforfeitable rights to dividends, whether paid or unpaid. Any remaining undistributed earnings are allocated to the common and participating common shareholders to the extent that each security shares in earnings as if all of the earnings for
70
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
the period had been distributed. The amount of earnings allocable to each security is divided by the number of outstanding shares of the security to which the earnings are allocated to determine the EPS for the security. In a period of loss, no losses are allocated to the participating common shareholders. Instead, all such losses are allocated to the common shareholders.
Basic EPS is calculated by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. The diluted EPS calculation includes potential common shares assumed issued under the treasury stock method, which reflects the potential dilution that would occur if any outstanding options or warrants were exercised or restricted stock becomes vested, and includes the if converted method for participating securities if the effect is dilutive. We determine diluted EPS as the more dilutive result of either the treasury method or the two-class method.
Share-Based Compensation
The Company recognizes the impact of its share-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation . All share-based grants are recognized as compensation expense over the vesting period. The target value of long-term incentive awards are recognized as compensation over the performance period.
2. | Investments |
Short-term investments held at December 31, 2014 include $32.7 million of corporate bonds and certificates of deposit of $1.0 million. Short-term investments held at December 31, 2013 include $82.7 million of corporate bonds, certificates of deposits of $0.9 million and $0.8 million of municipal securities. All certificates of deposits are fully insured by the Federal Deposit Insurance Corporation.
Amerisafe holds investments in a LP, accounted for under the equity method. The carrying value of this investment is $11.7 million at December 31, 2014.
The gross unrealized gains and losses on, and the amortized cost and fair value of, those investments classified as held-to-maturity at December 31, 2014 are summarized as follows:
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
States and political subdivisions |
$ | 385,623 | $ | 20,100 | $ | (58) | $ | 405,665 | ||||||||
Corporate bonds |
176,880 | 374 | (520) | 176,734 | ||||||||||||
Commercial mortgage-backed securities |
46,662 | 1,867 | | 48,529 | ||||||||||||
U.S. agency-based mortgage-backed securities |
16,972 | 1,702 | (2) | 18,672 | ||||||||||||
U.S. Treasury securities and obligations of U.S. Government agencies |
10,697 | 1,097 | (2) | 11,792 | ||||||||||||
Asset-backed securities |
2,797 | 264 | (82) | 2,979 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Totals |
$ | 639,631 | $ | 25,404 | $ | (664) | $ | 664,371 | ||||||||
|
|
|
|
|
|
|
|
71
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
The gross unrealized gains and losses on, and the cost or amortized cost and fair value of, those investments classified as available-for-sale at December 31, 2014 are summarized as follows:
Cost or
Amortized Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
Fixed maturity: |
||||||||||||||||
States and political subdivisions |
$ | 151,744 | $ | 7,302 | $ | (1,672) | $ | 157,374 | ||||||||
Corporate bonds |
165,412 | 428 | (470) | 165,370 | ||||||||||||
U.S. agency-based mortgage-backed securities |
9,848 | 2 | (1,352) | 8,498 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturity |
327,004 | 7,732 | (3,494) | 331,242 | ||||||||||||
Other investments |
10,000 | 1,748 | | 11,748 | ||||||||||||
Equity securities |
| 28 | | 28 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Totals |
$ | 337,004 | $ | 9,508 | $ | (3,494) | $ | 343,018 | ||||||||
|
|
|
|
|
|
|
|
The gross unrealized gains and losses on, and the amortized cost and fair value of, those investments classified as held-to-maturity at December 31, 2013 are summarized as follows:
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
States and political subdivisions |
$ | 381,674 | $ | 18,634 | $ | (1,153) | $ | 399,155 | ||||||||
Corporate bonds |
67,423 | 861 | (41) | 68,243 | ||||||||||||
Commercial mortgage-backed securities |
50,813 | 3,431 | | 54,244 | ||||||||||||
U.S. agency-based mortgage-backed securities |
21,775 | 1,790 | | 23,565 | ||||||||||||
U.S. Treasury securities and obligations of U.S. Government agencies |
11,514 | 1,002 | | 12,516 | ||||||||||||
Asset-backed securities |
3,384 | 216 | (144) | 3,456 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Totals |
$ | 536,583 | $ | 25,934 | $ | (1,338) | $ | 561,179 | ||||||||
|
|
|
|
|
|
|
|
The gross unrealized gains and losses on, and the cost or amortized cost and fair value of, those investments classified as available-for-sale at December 31, 2013 are summarized as follows:
Cost or
Amortized Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
Fixed maturity: |
||||||||||||||||
States and political subdivisions |
$ | 154,024 | $ | 1,491 | $ | (5,140) | $ | 150,375 | ||||||||
Corporate bonds |
80,344 | 445 | (361) | 80,428 | ||||||||||||
U.S. agency-based mortgage-backed securities |
10,041 | | (2,967) | 7,074 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturity |
244,409 | 1,936 | (8,468) | 237,877 | ||||||||||||
Other investments |
10,000 | 591 | | 10,591 | ||||||||||||
Equity securities |
9,482 | 387 | (567) | 9,302 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Totals |
$ | 263,891 | $ | 2,914 | $ | (9,035) | $ | 257,770 | ||||||||
|
|
|
|
|
|
|
|
72
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
A summary of the amortized cost and fair value of investments in fixed maturity securities, classified as held-to-maturity at December 31, 2014, by contractual maturity, is as follows:
Amortized
Cost |
Fair Value | |||||||
(in thousands) | ||||||||
Maturity: |
||||||||
Within one year |
$ | 120,896 | $ | 121,909 | ||||
After one year through five years |
262,486 | 271,332 | ||||||
After five years through ten years |
102,703 | 110,139 | ||||||
After ten years |
87,115 | 90,811 | ||||||
U.S. agency-based mortgage-backed securities |
16,972 | 18,672 | ||||||
Commercial mortgage-backed securities |
46,662 | 48,529 | ||||||
Asset-backed securities |
2,797 | 2,979 | ||||||
|
|
|
|
|||||
Totals |
$ | 639,631 | $ | 664,371 | ||||
|
|
|
|
A summary of the amortized cost and fair value of investments in fixed maturity securities, classified as available-for-sale at December 31, 2014, by contractual maturity, is as follows:
Amortized
Cost |
Fair Value | |||||||
(in thousands) | ||||||||
Maturity: |
||||||||
Within one year |
$ | 51,403 | $ | 51,448 | ||||
After one year through five years |
127,842 | 128,060 | ||||||
After five years through ten years |
10,056 | 10,275 | ||||||
After ten years |
127,855 | 132,961 | ||||||
U.S. agency-based mortgage-backed securities |
9,848 | 8,498 | ||||||
|
|
|
|
|
|
|||
Totals |
$ | 327,004 | $ | 331,242 | ||||
|
|
|
|
|
|
Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations with or without call or prepayment penalties.
At December 31, 2014, there were $19.8 million of held-to-maturity investments on deposit with regulatory agencies of states in which the Company does business.
73
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
A summary of the Companys realized gains and losses on sales, calls or redemptions of investments for 2014, 2013 and 2012 is as follows:
Fixed
Maturity Securities Available for Sale |
Equity
Securities |
Other | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Year ended December 31, 2014 |
||||||||||||||||
Proceeds from sales |
$ | 768 | $ | 9,780 | $ | | $ | 10,548 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross realized investment gains |
$ | 1 | $ | 749 | $ | | $ | 750 | ||||||||
Gross realized investment (losses) |
| (451 | ) | | (451 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized investment gains |
1 | 298 | | 299 | ||||||||||||
Impairments |
(222 | ) | | | (222 | ) | ||||||||||
Other, including gains on calls and redemptions |
244 | | 376 | 620 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized investment gains |
$ | 23 | $ | 298 | $ | 376 | $ | 697 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2013 |
||||||||||||||||
Proceeds from sales |
$ | 2,090 | $ | 8,900 | $ | | $ | 10,990 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross realized investment gains |
$ | 90 | $ | 1,264 | $ | | $ | 1,354 | ||||||||
Gross realized investment (losses) |
| (471 | ) | | (471 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized investment gains |
90 | 793 | | 883 | ||||||||||||
Impairments |
| (2,229 | ) | | (2,229 | ) | ||||||||||
Other, including gains on calls and redemptions |
38 | | 97 | 135 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized investment gains (losses) |
$ | 128 | $ | (1,436 | ) | $ | 97 | $ | (1,211 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2012 |
||||||||||||||||
Proceeds from sales |
$ | 22,363 | $ | 10,777 | $ | | $ | 33,140 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross realized investment gains |
$ | 1,555 | $ | 1,186 | $ | | $ | 2,741 | ||||||||
Gross realized investment (losses) |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized investment gains |
1,555 | 1,186 | | 2,741 | ||||||||||||
Other, including gains on calls and redemptions |
15 | | 223 | 238 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized investment gains |
$ | 1,570 | $ | 1,186 | $ | 223 | $ | 2,979 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
74
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
Major categories of the Companys net investment income are summarized as follows:
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Gross investment income: |
||||||||||||
Fixed maturity securities |
$ | 26,622 | $ | 26,422 | $ | 27,167 | ||||||
Short-term investments and cash and cash equivalents |
426 | 634 | 489 | |||||||||
Equity securities |
232 | 543 | 446 | |||||||||
Other investments |
1,611 | 803 | | |||||||||
|
|
|
|
|
|
|
|
|
||||
Total gross investment income |
28,891 | 28,402 | 28,102 | |||||||||
Investment expenses |
(1,677 | ) | (1,373 | ) | (1,084 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Net investment income |
$ | 27,214 | $ | 27,029 | $ | 27,018 | ||||||
|
|
|
|
|
|
|
|
|
75
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
The following table summarizes the fair value and gross unrealized losses on securities, aggregated by major investment category and length of time that the individual securities have been in a continuous unrealized loss position:
Less Than 12 Months | 12 Months or Greater | Total | ||||||||||||||||||||||
Fair Value of
Investments with Unrealized Losses |
Gross
Unrealized Losses |
Fair Value of
Investments with Unrealized Losses |
Gross
Unrealized Losses |
Fair Value of
Investments with Unrealized Losses |
Gross
Unrealized Losses |
|||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
December 31, 2014 |
||||||||||||||||||||||||
Held-to-Maturity |
||||||||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||
Corporate bonds |
$ | 129,788 | $ | 520 | $ | | $ | | $ | 129,788 | $ | 520 | ||||||||||||
States and political subdivisions |
16,896 | 58 | | | 16,896 | 58 | ||||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government agencies |
3,385 | 2 | | | 3,385 | 2 | ||||||||||||||||||
U.S. agency-based mortgage-backed securities |
78 | 2 | | | 78 | 2 | ||||||||||||||||||
Asset-backed securities |
| | 1,662 | 82 | 1,662 | 82 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total held-to-maturity securities |
150,147 | 582 | 1,662 | 82 | 151,809 | 664 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Available-for Sale |
||||||||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||
Corporate bonds |
$ | 106,185 | $ | 470 | $ | | $ | | $ | 106,185 | $ | 470 | ||||||||||||
States and political subdivisions |
3,810 | 6 | 10,347 | 1,666 | 14,157 | 1,672 | ||||||||||||||||||
U.S. agency-based mortgage-backed securities |
627 | 11 | 7,757 | 1,341 | 8,384 | 1,352 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total available-for-sale securities |
110,622 | 487 | 18,104 | 3,007 | 128,726 | 3,494 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
$ | 260,769 | $ | 1,069 | $ | 19,766 | $ | 3,089 | $ | 280,535 | $ | 4,158 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013 |
||||||||||||||||||||||||
Held-to-Maturity |
||||||||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||
Corporate bonds |
$ | 14,090 | $ | 41 | $ | | $ | | $ | 14,090 | $ | 41 | ||||||||||||
States and political subdivisions |
54,895 | 1,147 | 311 | 6 | 55,206 | 1,153 | ||||||||||||||||||
Asset-backed securities |
| | 1,916 | 144 | 1,916 | 144 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total held-to-maturity securities |
68,985 | 1,188 | 2,227 | 150 | 71,212 | 1,338 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Available-for Sale |
||||||||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||
Corporate bonds |
$ | 29,691 | $ | 361 | $ | | $ | | $ | 29,691 | $ | 361 | ||||||||||||
States and political subdivisions |
101,908 | 4,798 | 1,753 | 342 | 103,661 | 5,140 | ||||||||||||||||||
U.S. agency-based mortgage-backed securities |
1,303 | 465 | 5,772 | 2,502 | 7,075 | 2,967 | ||||||||||||||||||
Equity securities |
5,205 | 567 | | | 5,205 | 567 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total available-for-sale securities |
138,107 | 6,191 | 7,525 | 2,844 | 145,632 | 9,035 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
$ | 207,092 | $ | 7,379 | $ | 9,752 | $ | 2,994 | $ | 216,844 | $ | 10,373 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
At December 31, 2014, the Company held 174 individual fixed maturity securities that were in an unrealized loss position, of which 19 were in a continuous unrealized loss position for longer than 12 months.
The Company regularly reviews its investment portfolio to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of our investments. The Company considers various factors in determining if a decline in the fair value of an individual security is other-than-temporary. The key factors considered are:
| any reduction or elimination of dividends, or nonpayment of scheduled principal or interest payments; |
| the financial condition and near-term prospects of the issuer of the applicable security, including any specific events that may affect its operations or earnings; |
| how long and by how much the fair value of the security has been below its cost or amortized cost; |
| any downgrades of the security by a rating agency; |
| our intent not to sell the security for a sufficient time period for it to recover its value; |
| the likelihood of being forced to sell the security before the recovery of its value; and |
| an evaluation as to whether there are any credit losses on debt securities. |
The Company reviewed all securities with unrealized losses in accordance with the impairment policy described above. The Company expects to hold investments in equity securities for a reasonable period of time sufficient for a recovery of fair value. With the exception of one security deemed to be other-than-temporarily impaired, the Company determined that the unrealized losses in the fixed maturity securities portfolio related primarily to changes in market interest rates since the date of purchase, current conditions in the capital markets and the impact of those conditions on market liquidity and prices generally, and the transfer of the investments from the available-for-sale classification to the held-to-maturity classification in January 2004. We expect to recover the carrying value of these securities as it is not more likely than not that we will be required to sell the security before the recovery of its amortized cost basis.
In 2014, the Company impaired a fixed maturity security in the amount of $0.2 million. The impairment charge is included in Net realized gains (losses) on investments for 2014. We impaired the security due to a downgrade of the security and the amount of the accumulated unrealized loss.
In 2014, the Company exercised a change of control put on a held-to-maturity security. The security held a net carrying value of $2.1 million at the execution of the put option and resulted in a realized loss of $58,000. The issuer experienced a significant downgrade in credit after being acquired by an entity that funded the acquisition primarily through additional borrowings.
3. | Premiums Receivable |
Premiums receivable consist primarily of premium-related balances due from policyholders. The balance is shown net of the allowance for doubtful accounts. The components of premiums receivable are shown below:
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Premiums receivable |
$ | 184,128 | $ | 177,037 | ||||
Allowance for doubtful accounts |
(5,211 | ) | (5,458 | ) | ||||
|
|
|
|
|
|
|||
Premiums receivable, net |
$ | 178,917 | $ | 171,579 | ||||
|
|
|
|
|
|
77
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
The following summarizes the activity in the allowance for doubtful accounts:
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Balance, beginning of year |
$ | 5,458 | $ | 6,424 | $ | 5,573 | ||||||
Provision for bad debts (1) |
673 | 52 | 2,230 | |||||||||
Write-offs |
(920 | ) | (1,018 | ) | (1,379 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Balance, end of year |
$ | 5,211 | $ | 5,458 | $ | 6,424 | ||||||
|
|
|
|
|
|
|
|
|
||||
(1) Includes a one-time adjustment of $1.7 million in 2013 as a result of a change in accounting estimate of uncollectible accounts based on historical experience. |
|
Included in premiums receivable at December 31, 2014, 2013 and 2012 is the Companys estimate for EBUB premium of $5.2 million, $4.3 million and $3.0 million, respectively.
4. | Deferred Policy Acquisition Costs |
Deferred policy acquisition costs represent those costs that are incremental and directly related to the successful acquisition of new or renewal of existing insurance contracts. We defer incremental costs that result directly from, and are essential to, the acquisition or renewal of an insurance contract.
We also defer a portion of employee total compensation costs directly related to time spent performing specific acquisition or renewal activities.
These costs are deferred and expensed over the life of the related policies. Major categories of the Companys deferred policy acquisition costs are summarized as follows:
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Agents commissions |
$ | 15,351 | $ | 15,511 | ||||
Premium taxes |
3,100 | 2,526 | ||||||
Deferred underwriting expenses |
1,198 | 1,134 | ||||||
|
|
|
|
|
|
|||
Total deferred policy acquisition costs |
$ | 19,649 | $ | 19,171 | ||||
|
|
|
|
|
|
The following summarizes the activity in the deferred policy acquisition costs:
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Balance, beginning of year |
$ | 19,171 | $ | 18,419 | $ | 16,578 | ||||||
Policy acquisition costs deferred |
44,295 | 41,278 | 40,961 | |||||||||
Amortization expense during the year |
(43,817 | ) | (40,526 | ) | (39,120 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Balance, end of year |
$ | 19,649 | $ | 19,171 | $ | 18,419 | ||||||
|
|
|
|
|
|
|
|
|
78
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
5. | Property and Equipment |
Property and equipment consist of the following:
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Land and office building |
$ | 7,758 | $ | 7,749 | ||||
Furniture and equipment |
6,593 | 6,653 | ||||||
Software |
9,875 | 9,615 | ||||||
Automobiles |
73 | 81 | ||||||
|
|
|
|
|
|
|||
24,299 | 24,098 | |||||||
Accumulated depreciation |
(17,059 | ) | (16,549 | ) | ||||
|
|
|
|
|
|
|||
Property and equipment, net |
$ | 7,240 | $ | 7,549 | ||||
|
|
|
|
|
|
Furniture and equipment included property held under capital leases of $0.1 million at December 31, 2014. Accumulated depreciation includes $49,000 that is related to these properties at December 31, 2014. The capital lease obligations related to these properties are included in accounts payable and other liabilities. The Company had no capital lease obligations at December 31, 2013.
Future minimum lease payments related to the capital lease obligations are detailed below (in thousands):
2015 |
$ | 38 | ||
2016 |
39 | |||
2017 |
29 | |||
|
|
|
||
Present value of net minimum lease payments |
$ | 106 | ||
|
|
|
6. | Reinsurance |
The Company cedes certain premiums and losses to various reinsurers under quota share and excess-of-loss treaties. These reinsurance arrangements provide for greater diversification of business, allow management to control exposure to potential losses arising from large risks, and provide additional capacity for growth. Ceded reinsurance contracts do not relieve the Company from its obligations to policyholders. The Company remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet the obligations assumed under the reinsurance agreements. To minimize its exposure to significant losses from reinsurer insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers on a continual basis. The effect of reinsurance on premiums written and earned in 2014, 2013 and 2012 was as follows:
2014 Premiums | 2013 Premiums | 2012 Premiums | ||||||||||||||||||||||
Written | Earned | Written | Earned | Written | Earned | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Gross |
$ | 393,819 | $ | 389,540 | $ | 372,177 | $ | 348,408 | $ | 328,823 | $ | 306,994 | ||||||||||||
Ceded |
(13,793 | ) | (13,793 | ) | (18,425 | ) | (18,425 | ) | (16,305 | ) | (16,305 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net premiums |
$ | 380,026 | $ | 375,747 | $ | 353,752 | $ | 329,983 | $ | 312,518 | $ | 290,689 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
The amounts recoverable from reinsurers consist of the following:
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Unpaid losses recoverable: |
||||||||
Case basis |
$ | 34,196 | $ | 31,850 | ||||
Incurred but not reported |
25,138 | 16,849 | ||||||
Paid losses recoverable |
424 | 497 | ||||||
Experience-rated commissions recoverable |
26,130 | 26,130 | ||||||
|
|
|
|
|
|
|||
Total |
$ | 85,888 | $ | 75,326 | ||||
|
|
|
|
|
|
Amounts recoverable from reinsurers consists of ceded case reserves, ceded incurred but not reported (IBNR) reserves, paid losses recoverable and experience-rated commissions recoverable. Ceded case and ceded IBNR reserves represent the portion of gross loss and loss adjustment expense liabilities that are recoverable under reinsurance agreements, but are not yet due from reinsurers. Paid losses recoverable are receivables currently due from reinsurers for ceded paid losses. The Company considers paid losses recoverable outstanding for more than 90 days to be past due. At December 31, 2014, there were no paid losses recoverable past due. Experience-rated commissions recoverable represents earned commission from certain reinsurance companies based on the financial results of the applicable risks ceded to the reinsurers.
In 2013, the Company returned previous recoveries of $2.3 million due to a single closed claim. Excluding this impact, the Company received reinsurance recoveries of $1.5 million in 2014, $2.1 million in 2013 and $5.3 million in 2012.
At December 31, 2014, unsecured reinsurance recoverables from reinsurers that exceeded 1.5% of statutory surplus of the Companys insurance subsidiary are shown below (in thousands). The A.M. Best Company rating for the reinsurer is shown parenthetically.
Hannover Reinsurance (Ireland) Limited (A+) |
$ | 27,387 | ||
Odyssey America Reinsurance Corporation (A) |
13,523 | |||
Minnesota Workers Compensation Reinsurance Association (NR) |
8,518 | |||
Tokio Millenium Reinsurance Limited (A++) |
6,410 | |||
Clearwater Insurance Company (bbb) |
6,229 | |||
Other reinsurers |
23,821 | |||
|
|
|
||
Total reinsurance recoverables |
85,888 | |||
Letters of credit and funds held |
(47,833 | ) | ||
|
|
|
||
Total unsecured reinsurance recoverables |
$ | 38,055 | ||
|
|
|
80
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
7. | Income Taxes |
The Companys deferred income tax assets and liabilities are as follows:
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Deferred income tax assets: |
||||||||
Discounting of net unpaid loss and loss adjustment expenses |
$ | 17,952 | $ | 17,493 | ||||
Unearned premiums |
14,788 | 14,008 | ||||||
Accrued expenses and other |
4,306 | 4,336 | ||||||
State income tax |
591 | | ||||||
Accrued policyholder dividends |
438 | 684 | ||||||
Impaired securities |
80 | 874 | ||||||
Accrued insurance-related assessments |
4,804 | 3,989 | ||||||
|
|
|
|
|
|
|||
Total deferred tax assets |
42,959 | 41,384 | ||||||
Deferred income tax liabilities: |
||||||||
Deferred policy acquisition costs |
(8,815 | ) | (7,937 | ) | ||||
Unrealized gain (loss) on securities available-for-sale |
(1,513 | ) | 2,313 | |||||
Property and equipment and other |
(331 | ) | (266 | ) | ||||
Salvage and subrogation |
(289 | ) | (288 | ) | ||||
Guaranty fund related items |
(780 | ) | (1,561 | ) | ||||
|
|
|
|
|
|
|||
Total deferred income tax liabilities |
(11,728 | ) | (7,739 | ) | ||||
|
|
|
|
|
|
|||
Net deferred income taxes |
$ | 31,231 | $ | 33,645 | ||||
|
|
|
|
|
|
The components of consolidated income tax expense (benefit) are as follows:
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Current: |
||||||||||||
Federal |
$ | 20,811 | $ | 15,270 | $ | 7,373 | ||||||
State |
684 | 504 | 302 | |||||||||
|
|
|
|
|
|
|
|
|
||||
21,495 | 15,774 | 7,675 | ||||||||||
Deferred: |
||||||||||||
Federal |
(821 | ) | (207 | ) | 115 | |||||||
State |
(591 | ) | | | ||||||||
|
|
|
|
|
|
|
|
|
||||
(1,412 | ) | (207 | ) | 115 | ||||||||
|
|
|
|
|
|
|
|
|
||||
Total |
$ | 20,083 | $ | 15,567 | $ | 7,790 | ||||||
|
|
|
|
|
|
|
|
|
In 2012, 2013 and 2014, the Company made no adjustment to the valuation allowance. As of December 31, 2014, there is no valuation allowance.
81
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
Income tax expense from operations is different from the amount computed by applying the U.S. federal income tax statutory rate of 35% to income before income taxes as follows:
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Income tax computed at federal statutory tax rate |
$ | 25,812 | $ | 20,721 | $ | 13,000 | ||||||
Tax-exempt interest, net |
(5,620 | ) | (5,458 | ) | (5,333 | ) | ||||||
State income tax |
(146 | ) | 504 | 302 | ||||||||
Dividends received deduction |
(60 | ) | (113 | ) | (79 | ) | ||||||
Other |
97 | (87 | ) | (100 | ) | |||||||
|
|
|
|
|
|
|
|
|
||||
$ | 20,083 | $ | 15,567 | $ | 7,790 | |||||||
|
|
|
|
|
|
|
|
|
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2014, 2013 and 2012.
Tax years 2009 through 2014 are subject to examination by the federal and state taxing authorities. In April 2012, the Company was notified by the Internal Revenue Service that the examination for tax year 2009 had been completed, but remains subject to state taxing authorities.
8. | Line of Credit |
In October 2007, the Company entered into an agreement providing for a line of credit in the maximum amount of $20.0 million with Frost Bank, NA. The agreement expired in October 2010. The Company renewed this agreement in the fourth quarter 2010 for an additional three years to mature in December 2013. In the fourth quarter 2013, the Company renewed this agreement for an additional three years to mature in December 2016. Under the agreement, advances may be made either in the form of loans or letters of credit. Borrowings under the agreement accrue at interest rates based upon prime rate or LIBOR. Under the agreement, the Company will pay a fee of 0.25% on the unused portion of the loan in arrears quarterly for a fee of $50,000 annually, assuming the line of credit is not used during the calendar year. The line of credit is unsecured. No borrowings or letters of credit were outstanding under the line of credit arrangement at December 31, 2014 or 2013.
82
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
9. | Loss and Loss Adjustment Expenses |
The following table provides a reconciliation of the beginning and ending reserve balances, net of related amounts recoverable from reinsurers, for 2014, 2013 and 2012:
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Balance, beginning of period |
$ | 614,557 | $ | 570,450 | $ | 538,214 | ||||||
Less amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses |
48,699 | 55,190 | 60,937 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Net balance, beginning of period |
565,858 | 515,260 | 477,277 | |||||||||
Add incurred related to: |
||||||||||||
Current accident year |
268,633 | 241,584 | 222,393 | |||||||||
Prior accident years |
(23,717 | ) | (12,611 | ) | (2,490 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Total incurred |
244,916 | 228,973 | 219,903 | |||||||||
Less paid related to: |
||||||||||||
Current accident year |
52,848 | 51,169 | 50,423 | |||||||||
Prior accident years |
129,658 | 127,206 | 131,497 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Total paid |
182,506 | 178,375 | 181,920 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Net balance, end of period |
628,268 | 565,858 | 515,260 | |||||||||
Add amounts recoverable from reinsurers on unpaid loss and loss adjustment expenses |
59,334 | 48,699 | 55,190 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Balance, end of period |
$ | 687,602 | $ | 614,557 | $ | 570,450 | ||||||
|
|
|
|
|
|
|
|
|
The foregoing reconciliation reflects favorable development of the net reserves at December 31, 2014, 2013, and 2012. The favorable development reduced loss and loss adjustment expense incurred by $23.7 million in 2014 driven primarily by accident years 2012, 2010 and 2009 of $9.3 million, $6.9 million and $1.7 million, respectively. In 2013 and 2012, the Company recorded favorable development of $12.6 million and $2.5 million, respectively. The revisions to the Companys reserves reflect new information gained by claims adjusters in the normal course of adjusting claims and is reflected in the financial statements when the information becomes available. It is typical for more serious claims to take several years or longer to settle and the Company continually revises estimates as more information about claimants medical conditions and potential disability becomes known and the claims get closer to being settled.
Reserves established for workers compensation insurance have included the exposure to occupational disease or accidents related to asbestos or environmental claims. The exposure to asbestos claims emanate from the direct sale of workers compensation insurance. These claims resulted from industry workers who were exposed to tremolite asbestos dust and electricians and carpenters who were exposed to products that contained asbestos. There has been no known exposure to asbestos claims arising from assumed business. The emergence of these claims is slow and highly unpredictable. The Company estimates full impact of the asbestos exposure by establishing full case basis reserves on all known losses. Reserves for losses incurred but not reported (IBNR) include a provision for development of reserves on reported losses. Reserves are established for loss adjustment expenses (LAE) associated with these case and IBNR loss reserves.
83
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
The following table details our exposures to various asbestos related claims:
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Reserves for loss and LAE at beginning of year |
$ | 219 | $ | 167 | $ | | ||||||
Incurred losses and LAE during the current year |
882 | 53 | 168 | |||||||||
Loss and LAE payments |
(282 | ) | (1 | ) | (1 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Reserves for loss and LAE at end of year |
$ | 819 | $ | 219 | $ | 167 | ||||||
|
|
|
|
|
|
|
|
|
The Company has historically written general liability coverages that are reported in other liability lines of business. These coverages may be associated with the property and casualtys industry exposure to environmental claims. However, the Company has not been notified by any insured for which exposure exists due to these types of claims. Company management believes potential exposure to environmental claims to be remote. Therefore, the Company has no loss or loss adjustment expense reserves for such liabilities.
The anticipated effect of inflation is implicitly considered when estimating liabilities for loss and loss adjustment expenses. Average severities are projected based on historical trends adjusted for implemented changes in underwriting standards, policy provisions and general economic trends. These anticipated trends are monitored based on actual development and are modified if necessary.
10. | Statutory Accounting and Regulatory Requirements |
The Companys insurance subsidiaries file financial statements prepared in accordance with statutory accounting principles prescribed or permitted by the insurance regulatory authorities of the states in which the subsidiaries are domiciled. Statutory-basis shareholders capital and surplus at December 31, 2014, 2013 and 2012 of the directly owned insurance subsidiary, AIIC, and the combined statutory-basis net income and realized investment gains for all AMERISAFEs insurance subsidiaries for the three years in the period ended December 31, 2014, were as follows (in thousands):
2014 | 2013 | 2012 | ||||||||||
Capital and surplus |
$ | 377,742 | $ | 354,293 | $ | 323,932 | ||||||
Net income |
50,205 | 44,751 | 31,059 | |||||||||
Realized investment gains (losses) |
693 | (1,214 | ) | 2,958 |
Property and casualty insurance companies are subject to certain risk-based capital (RBC) requirements specified by the National Association of Insurance Commissioners. Under these requirements, a target minimum amount of capital and surplus maintained by a property/casualty insurance company is determined based on the various risk factors related to it. At December 31, 2014, the capital and surplus of AIIC and its subsidiaries exceeded the minimum RBC requirement.
Pursuant to regulatory requirements, AIIC cannot pay dividends to the Company in excess of the lesser of 10% of statutory surplus, or statutory net income, excluding realized investment gains, for the preceding 12-month period, without the prior approval of the Nebraska Director of Insurance. However, for purposes of this dividend calculation, net income from the previous two calendar years may be carried forward to the extent that it has not already been paid out as dividends. AIIC paid $25.0 million in dividends to the Company in 2014, $15.0 million in 2013 and $21.0 million in 2012. Based upon the dividend limitation described above, AIIC could pay to the Company dividends of up to $37.8 million in 2015 without seeking regulatory approval.
84
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
11. | Capital Stock |
Common Stock
The Company is authorized to issue 50,000,000 shares of common stock, par value $0.01 per share. At December 31, 2014, there were 20,155,936 shares of common stock issued and 18,897,686 shares outstanding.
Preferred Stock
Shareholders approved an amended Certificate of Formation for the Company on June 15, 2010 under which the Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.01 per share. At December 31, 2014, there were no shares of preferred stock outstanding.
12. | Stock Options and Restricted Stock |
2005 Incentive Plan
The AMERISAFE 2005 Equity Incentive Plan (the 2005 Incentive Plan) is administered by the Compensation Committee of the Board and is designed to provide incentive compensation to executive officers and other key management personnel. The 2005 Incentive Plan permits awards in the form of incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986, non-qualified stock options, restricted shares of common stock and restricted stock units. In connection with the approval of the 2012 Equity and Incentive Compensation Plan by the Companys shareholders, no further awards will be made under the 2005 Equity Incentive Plan.
Stock options granted under the 2005 Incentive Plan have an exercise price of not less than 100% of the fair value of the common stock on the date of grant. However, any stock options granted to holders of more than 10% of the Companys voting stock will have an exercise price of not less than 110% of the fair value of the common stock on the date of grant. Stock option grants are exercisable, subject to vesting requirements determined by the Compensation Committee, for periods of up to ten years from the date of grant, except for any grants to holders of more than 10% of the Companys voting stock, which will have exercise periods limited to a maximum of five years. Stock options generally expire 90 days after the cessation of an optionees service as an employee. However, in the case of an optionees death or disability, the unexercised portion of a stock option remains exercisable for up to one year after the optionees death or disability. Stock options granted under the 2005 Incentive Plan are not transferable, except by will or the laws of descent and distribution.
The Company uses the Black-Scholes-Merton option pricing model to estimate the fair value of each option on the date of grant. The expected terms of options are developed by considering the Companys historical attrition rate for those employees at the officer level, who are eligible to receive options. Further, the Company aggregates individual awards into homogenous groups based upon grant date. Expected volatility is estimated using daily historical volatility for six companies within the property and casualty insurance sector. The Company believes that historical volatility of this peer group is currently the best estimate of expected volatility of the market price of the Companys common shares. The dividend yield was assumed to be zero as the Company did not pay cash dividends until 2013. The risk-free interest rate is the yield on the grant date of U.S. Treasury zero coupon securities with a maturity comparable to the expected term of the options.
85
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
The following table summarizes information about the stock options outstanding under the 2005 Incentive Plan at December 31, 2012, 2013 and 2014:
Shares |
Weighted-
Average Exercise Price |
Weighted-
Average Remaining Contractual Life (in years) |
||||||||||
Outstanding at January 1, 2012 |
919,348 | 10.37 | 5.5 | |||||||||
Granted |
| | | |||||||||
Exercised |
(86,800 | ) | 9.00 | | ||||||||
Canceled, forfeited, or expired |
| | | |||||||||
|
|
|
||||||||||
Outstanding at December 31, 2012 |
832,548 | 10.51 | 4.6 | |||||||||
|
|
|
||||||||||
Exercisable at December 31, 2012 |
779,948 | 10.08 | 4.4 | |||||||||
|
|
|
||||||||||
Outstanding at January 1, 2013 |
832,548 | 10.51 | 4.6 | |||||||||
Granted |
| | | |||||||||
Exercised |
(256,300 | ) | 9.00 | | ||||||||
Canceled, forfeited, or expired |
| | | |||||||||
|
|
|
||||||||||
Outstanding at December 31, 2013 |
576,248 | 11.12 | 3.8 | |||||||||
|
|
|
||||||||||
Exercisable at December 31, 2013 |
557,448 | 10.91 | 3.7 | |||||||||
|
|
|
||||||||||
Outstanding at January 1, 2014 |
576,248 | 11.12 | 3.8 | |||||||||
Granted |
| | | |||||||||
Exercised |
(294,165 | ) | 9.09 | | ||||||||
Canceled, forfeited, or expired |
| | | |||||||||
|
|
|
||||||||||
Outstanding at December 31, 2014 |
282,083 | 11.30 | 3.6 | |||||||||
|
|
|
||||||||||
Exercisable at December 31, 2014 |
282,083 | 11.30 | 3.6 | |||||||||
|
|
|
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Cash received from option exercises |
$ | 2,674 | $ | 2,344 | $ | 781 | ||||||
Total tax benefits realized for tax deductions from options exercised |
2,797 | 2,002 | 405 | |||||||||
Total intrinsic value of options exercised |
9,145 | 6,654 | 1,468 | |||||||||
Grant date fair value of options vested |
144 | 226 | 310 | |||||||||
Aggregate intrinsic value of vested options outstanding |
8,763 | 17,467 | 13,393 |
86
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
The following table summarizes information about the restricted stock outstanding under the 2005 Incentive Plan at December 31, 2014:
Shares |
Weighted-Average
Grant-Date Fair Value per Share |
|||||||
Nonvested balance at January 1, 2012 |
| | ||||||
Granted |
8,000 | 27.47 | ||||||
Vested |
| | ||||||
Forfeited |
| | ||||||
|
|
|
||||||
Nonvested balance at December 31, 2012 |
8,000 | 27.47 | ||||||
|
|
|
||||||
Granted |
| | ||||||
Vested |
(1,600 | ) | 27.47 | |||||
Forfeited |
| | ||||||
|
|
|
||||||
Nonvested balance at December 31, 2013 |
6,400 | 27.47 | ||||||
|
|
|
||||||
Granted |
| | ||||||
Vested |
(800 | ) | 27.35 | |||||
Forfeited |
(3,200 | ) | 27.59 | |||||
|
|
|
||||||
Nonvested balance at December 31, 2014 |
2,400 | 27.35 | ||||||
|
|
|
The Company recognized compensation expense of $0.3 million in 2014 and 2013 and $0.2 million in 2012, related to awards made under the 2005 Incentive Plan. Total tax benefits realized for tax deductions from vesting of restricted stock in 2014 and 2013 were $38,000, and $4,000, respectively.
2010 Restricted Stock Plan
In 2010, the Companys shareholders approved an amendment to the AMERISAFE Non-Employee Director Restricted Stock Plan (the 2010 Restricted Stock Plan). The Plan is administered by the Compensation Committee of the Board and provides for the automatic grant of restricted stock awards to non-employee directors of the Company. Awards to non-employee directors are generally subject to terms including non-transferability, immediate vesting upon death or total disability of a director, forfeiture of unvested shares upon termination of service by a director and acceleration of vesting upon a change of control of the Company. The maximum number of shares of common stock that may be issued pursuant to restricted stock awards under the 2010 Restricted Stock Plan is 100,000 shares, subject to the authority of the Board to adjust this amount in the event of a merger, consolidation, reorganization, stock split, combination of shares, recapitalization or similar transaction affecting the common stock. At December 31, 2014, there were 33,186 shares of common stock available for future awards under the 2010 Restricted Stock Plan.
Under the 2010 Restricted Stock Plan, each non-employee director is automatically granted a restricted stock award for a number of shares equal to $30,000 divided by the closing price of the Companys common stock on the date of the annual meeting of shareholders at which the non-employee director is elected or is continuing as a member of the Board. Each restricted stock award vests on the date of the next annual meeting of shareholders following the date of grant, subject to the continued service of the non-employee director.
As of December 31, 2014, there were 5,229 shares of restricted stock outstanding under the 2010 Restricted Stock Plan, all of which will vest on the date of the annual meeting of shareholders in 2015.
87
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
The following table summarizes information about the restricted stock outstanding under the 2010 Restricted Stock Plan at December 31, 2014:
Shares |
Weighted-Average
Grant-Date Fair Value per Share |
|||||||
Nonvested balance at January 1, 2012 |
9,513 | 22.06 | ||||||
Granted |
7,833 | 26.79 | ||||||
Vested |
(9,513 | ) | 22.06 | |||||
Forfeited |
| | ||||||
|
|
|
||||||
Nonvested balance at December 31, 2012 |
7,833 | 26.79 | ||||||
|
|
|
||||||
Granted |
5,376 | 33.47 | ||||||
Vested |
(7,833 | ) | 26.79 | |||||
Forfeited |
| | ||||||
|
|
|
||||||
Nonvested balance at December 31, 2013 |
5,376 | 33.47 | ||||||
|
|
|
||||||
Granted |
5,229 | 37,27 | ||||||
Vested |
(5,376 | ) | 33.47 | |||||
Forfeited |
| | ||||||
|
|
|
||||||
Nonvested balance at December 31, 2014 |
5,229 | 37.27 | ||||||
|
|
|
The Company recognized compensation expense of $0.2 million in 2014, 2013 and 2012 related to the 2010 Restricted Stock Plan. Total tax benefits realized for tax deductions from vesting of restricted stock in 2014, 2013 and 2012 were $7,000, $18,000 and $16,000, respectively.
2012 Equity and Incentive Compensation Plan
In 2012, the Companys shareholders approved the AMERISAFE 2012 Equity and Incentive Compensation Plan (the 2012 Incentive Plan). The 2012 Incentive Plan is administered by the Compensation Committee of the Board and is designed to attract, retain and motivate non-employee directors, officers, key employees and consultants by providing incentives for superior performance. The 2012 Incentive Plan authorizes the grant of equity-based compensation in the form of option rights, appreciation rights, restricted shares, restricted stock units, cash incentive awards, performance shares and units, and other types of awards.
A maximum of 500,000 shares of common stock may be issued or transferred upon the exercise of option rights or appreciation rights, as restricted shares and released from substantial risk of forfeiture, in payment of restricted stock units, in payment of performance shares or performance units that have been earned, as awards of shares of common stock to non-employee directors, as other awards granted under the 2012 Incentive Plan, or in payment of dividend equivalents paid with respect to awards made under the plan subject to adjustment in the event of a merger, stock dividend, stock split or similar event, which may be original issue shares or treasury shares or a combination of the two.
In 2014, 4,312 shares of restricted stock were granted under the 2012 Incentive Plan, which will vest through 2017. In 2013, 80,278 shares of restricted stock were granted under the 2012 Incentive Plan, which will vest through 2020. At December 31, 2014, there were 413,079 shares of common stock available for future awards under the 2012 Incentive Plan.
88
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
The following table summarizes information about the restricted stock outstanding under the 2012 Incentive Plan at December 31, 2014:
Shares |
Weighted-Average
Grant-Date Fair Value per Share |
|||||||
Nonvested balance at January 1, 2012 |
| | ||||||
Granted |
2,331 | 26.79 | ||||||
Vested |
| | ||||||
Forfeited |
| | ||||||
|
|
|
||||||
Nonvested balance at December 31, 2012 |
2,331 | 26.79 | ||||||
|
|
|
||||||
Granted |
80,278 | 34.14 | ||||||
Vested |
| | ||||||
Forfeited |
| | ||||||
|
|
|
||||||
Nonvested balance at December 31, 2013 |
82,609 | 33.93 | ||||||
|
|
|
||||||
Granted |
4,312 | 43.83 | ||||||
Vested |
(14,000 | ) | 33.58 | |||||
Forfeited |
| | ||||||
|
|
|
||||||
Nonvested balance at December 31, 2014 |
72,921 | 34.59 | ||||||
|
|
|
The Company recognized compensation expense of $0.6 million, $0.3 million and $12,000 in 2014, 2013 and 2012, respectively, related to share-based grants. The Company recognized compensation expense of $0.4 million, $0.6 million and $0.2 million in 2014, 2013 and 2012, respectively, related to long-term incentive awards under the 2012 Incentive Plan. The long-term incentive award is a liability award.
89
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
13. | Earnings Per Share |
Diluted earnings per share includes common shares assumed issued under the treasury stock method, which reflects the potential dilution that would occur if any outstanding options are exercised. Diluted earnings per share also includes the if converted method for participating securities if the result is dilutive. Diluted EPS is calculated as the more dilutive result of either the treasury method or the two-class method.
The calculation of basic and diluted EPS for the years ended December 31, 2014, 2013 and 2012 are presented below.
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands, except earnings per share amounts) | ||||||||||||
Basic EPS: |
||||||||||||
Net income, as reported |
$ | 53,666 | $ | 43,637 | $ | 29,353 | ||||||
Less allocated income to participating securities |
| 142 | 22 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Net income available to common shareholders basic |
$ | 53,666 | $ | 43,495 | $ | 29,331 | ||||||
|
|
|
|
|
|
|
|
|
||||
Basic weighted-average common shares |
18,646 | 18,373 | 18,166 | |||||||||
Basic earnings per share |
$ | 2.88 | $ | 2.37 | $ | 1.62 | ||||||
Diluted EPS: |
||||||||||||
Net income available to common shareholders - diluted |
$ | 53,666 | $ | 43,495 | $ | 29,331 | ||||||
|
|
|
|
|
|
|
|
|
||||
Diluted weighted average common shares: |
||||||||||||
Weighted average common shares |
18,646 | 18,373 | 18,166 | |||||||||
Stock options and performance shares |
282 | 376 | 409 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Diluted weighted average common shares |
18,928 | 18,749 | 18,575 | |||||||||
Diluted earnings per common share |
$ | 2.84 | $ | 2.32 | $ | 1.58 |
The table below sets forth the reconciliation of the weighted average shares used for the basic and diluted EPS calculation. Under the two-class method, unvested stock options, and out-of-money vested stock options are not considered to be participating securities.
Years Ended | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic weighted average common shares |
18,646,128 | 18,373,033 | 18,166,261 | |||||||||
Add: Other common shares eligible for common dividends: |
||||||||||||
Weighted average restricted shares and stock options (including tax benefit component) |
282,376 | 375,776 | 408,930 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Diluted weighted average common shares |
18,928,504 | 18,748,809 | 18,575,191 | |||||||||
|
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|
|
90
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
14. | Comprehensive Income and Accumulated Other Comprehensive Income (Loss) |
Comprehensive income includes net income plus unrealized gains/losses on our available-for-sale investment securities, net of tax. In reporting comprehensive income on a net basis in the statement of income, we used a 35% tax rate. The following table illustrates the changes in the balance of each component of accumulated other comprehensive income (loss) for each period presented in the financial statements.
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Beginning balance |
$ | (4,295 | ) | $ | 2,979 | $ | 2,215 | |||||
Other comprehensive income (loss) before reclassification |
6,558 | (7,525 | ) | 1,552 | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) |
547 | 251 | (788 | ) | ||||||||
|
|
|
|
|
|
|
|
|
||||
Net current period other comprehensive income (loss) |
7,105 | (7,274 | ) | 764 | ||||||||
|
|
|
|
|
|
|
|
|
||||
Ending balance |
$ | 2,810 | $ | (4,295 | ) | $ | 2,979 | |||||
|
|
|
|
|
|
|
|
|
The sale or other-than-temporary impairment (OTTI) of an available-for-sale security results in amounts being reclassified from accumulated other comprehensive income (loss) to current period net income. The effects of reclassifications out of accumulated other comprehensive income (loss) by the respective line items of net income are presented in the following table.
Component of Accumulated Other
|
Year Ended December 31, |
Affected line item in the statement of
|
||||||||||||
2014 | 2013 | 2012 | ||||||||||||
(in thousands) | ||||||||||||||
Unrealized gains (losses) on available-for-sale securities |
$ | (825 | ) | $ | 30 | $ | 1,211 |
Net realized gains/(losses) on investments |
||||||
Other-than-temporary impairment |
(16 | ) | (416) | |
Net realized gains/(losses) on investments |
|||||||||
|
|
|
|
|
|
|
|
|||||||
(841 | ) | (386) | 1,211 | Income before income taxes | ||||||||||
294 | 135 | (423 | ) | Income tax expense | ||||||||||
|
|
|
|
|
|
|
|
|||||||
$ | (547 | ) | $ | (251) | $ | 788 | Net income | |||||||
|
|
|
|
|
|
|
|
91
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
Pre-Tax
Amount |
Tax Expense |
Net-of-Tax
Amount |
||||||||||
(in thousands) | ||||||||||||
December 31, 2014 |
||||||||||||
Unrealized gain on securities: |
||||||||||||
Unrealized gain on available-for-sale securities |
$ | 10,133 | $ | 3,546 | $ | 6,587 | ||||||
Change in unrealized losses on fixed maturity securities with OTTI |
17 | 6 | 11 | |||||||||
Less amortization of differences between fair value and amortized cost for fixed maturity security transfer |
(44 | ) | (15 | ) | (29 | ) | ||||||
Reclassification adjustment for gains realized in net income |
825 | 289 | 536 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Net unrealized gain |
10,931 | 3,826 | 7,105 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income |
$ | 10,931 | $ | 3,826 | $ | 7,105 | ||||||
|
|
|
|
|
|
|
|
|
||||
December 31, 2013 |
||||||||||||
Unrealized loss on securities: |
||||||||||||
Unrealized loss on available-for-sale securities |
$ | (11,504 | ) | $ | (4,027 | ) | $ | (7,477 | ) | |||
Change in unrealized losses on fixed maturity securities with OTTI |
2 | 1 | 1 | |||||||||
Change in unrealized losses on equity securities with OTTI |
416 | 146 | 270 | |||||||||
Less amortization of differences between fair value and amortized cost for fixed maturity security transfer |
(75 | ) | (26 | ) | (49 | ) | ||||||
Reclassification adjustment for gains realized in net income |
(30 | ) | (11 | ) | (19 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Net unrealized loss |
(11,191 | ) | (3,917 | ) | (7,274 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income |
$ | (11,191 | ) | $ | (3,917 | ) | $ | (7,274 | ) | |||
|
|
|
|
|
|
|
|
|
||||
December 31, 2012 |
||||||||||||
Unrealized gain (loss) on securities: |
||||||||||||
Unrealized gain on available-for-sale securities |
$ | 2,555 | $ | 894 | $ | 1,661 | ||||||
Change in unrealized losses on fixed maturity securities with OTTI |
1 | | 1 | |||||||||
Less amortization of differences between fair value and amortized cost for fixed maturity security transfer |
(101 | ) | (35 | ) | (66 | ) | ||||||
Reclassification adjustment for gains realized in net income |
(1,279 | ) | (447 | ) | (832 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Net unrealized gain |
1,176 | 412 | 764 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income |
$ | 1,176 | $ | 412 | $ | 764 | ||||||
|
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|
|
|
|
|
|
15. | Employee Benefit Plan |
The Companys 401(k) benefit plan is available to all employees. The Company matches up to 2% of employee compensation for participating employees, subject to certain limitations. Employees are fully vested in employer contributions to this plan after five years. Company contributions to this plan were $0.4 million in 2014, $0.3 million in 2013 and $0.3 million in 2012.
92
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
16. | Commitments and Contingencies |
The Company is a party to various legal actions arising principally from claims made under insurance policies and contracts. Those actions are considered by the Company in estimating reserves for loss and loss adjustment expenses. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Companys consolidated financial position or results of operations.
The Company provides workers compensation insurance in several states that maintain second-injury funds. Incurred losses on qualifying claims that exceed certain amounts may be recovered from these state funds. There is no assurance that the applicable states will continue to provide funding under these programs.
The Company manages risk on certain long-duration claims by settling these claims through the purchase of annuities from unaffiliated carriers. In the event these carriers are unable to meet their obligations under these contracts, the Company could be liable to the claimants. The following table summarizes (in thousands) the fair value of the annuities at December 31, 2014, that the Company has purchased to satisfy its obligations. The A.M. Best Company rating is shown parenthetically.
Life Insurance Company |
Statement Value
of Annuities Exceeding 1% of Statutory Surplus |
|||
Metropolitan Life Insurance Company (A+) |
15,451 | |||
American General Life Insurance (A) |
$ | 15,432 | ||
Pacific Life and Annuity Company (A+) |
15,306 | |||
New York Life Insurance Company (A++) |
12,131 | |||
John Hancock Life Insurance Company USA (A+) |
7,854 | |||
Athene Annuity and Life Assurance Company (B++) |
6,543 | |||
Liberty Life Assurance Company of Boston (A) |
4,020 | |||
Other |
17,824 | |||
|
|
|
||
$ | 94,561 | |||
|
|
|
Substantially all of the annuities are issued or guaranteed by life insurance companies that have an A.M. Best Company rating of A (Excellent) or better.
The Company leases equipment and office space under noncancelable operating leases. At December 31, 2014, future minimum lease payments are as follows (in thousands):
2015 |
$ | 140 | ||
2016 |
121 | |||
2017 |
98 | |||
2018 |
67 | |||
2019 |
6 | |||
|
|
|
||
$ | 432 | |||
|
|
|
Rental expense was $0.2 million in 2014, 2013 and 2012.
93
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
17. | Concentration of Operations |
The Company derives its revenues almost entirely from its operations in the workers compensation insurance line of business. Total net premiums earned for the different lines of business are shown below:
2014 | 2013 | 2012 | ||||||||||||||||||||||
Dollars | Percent | Dollars | Percent | Dollars | Percent | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Workers compensation |
$ | 375,746 | 100.0% | $ | 329,986 | 100.0% | $ | 290,538 | 99.9% | |||||||||||||||
General liability |
1 | 0.0% | (3 | ) | 0.0% | 151 | 0.1% | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total net premiums earned |
$ | 375,747 | 100.0% | $ | 329,983 | 100.0% | $ | 290,689 | 100.0% | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned during 2014, 2013 and 2012 for the top ten states in 2014 and all others are shown below:
2014 | 2013 | 2012 | ||||||||||||||||||||||
Dollars | Percent | Dollars | Percent | Dollars | Percent | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Louisiana |
$ | 47,643 | 12.7 | % | $ | 42,110 | 12.8 | % | $ | 31,134 | 10.7% | |||||||||||||
Georgia |
36,761 | 9.8 | 30,096 | 9.1 | 25,033 | 8.6 | ||||||||||||||||||
Pennsylvania |
35,488 | 9.4 | 28,880 | 8.8 | 24,480 | 8.4 | ||||||||||||||||||
North Carolina |
20,872 | 5.6 | 21,019 | 6.4 | 20,036 | 6.9 | ||||||||||||||||||
Florida |
20,691 | 5.5 | 12,950 | 3.9 | 9,180 | 3.2 | ||||||||||||||||||
Illinois |
20,606 | 5.5 | 18,445 | 5.6 | 18,119 | 6.2 | ||||||||||||||||||
Virginia |
16,764 | 4.5 | 15,751 | 4.8 | 16,144 | 5.6 | ||||||||||||||||||
Oklahoma |
16,599 | 4.4 | 17,473 | 5.3 | 16,157 | 5.6 | ||||||||||||||||||
Texas |
14,846 | 4.0 | 14,949 | 4.5 | 11,687 | 4.0 | ||||||||||||||||||
Minnesota |
13,159 | 3.5 | 10,470 | 3.2 | 10,094 | 3.5 | ||||||||||||||||||
All others |
132,318 | 35.1 | 117,840 | 35.6 | 108,625 | 37.3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total net premiums earned |
$ | 375,747 | 100.0 | % | $ | 329,983 | 100.0 | % | $ | 290,689 | 100.0% | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18. | Fair Values of Financial Instruments |
The Company determines fair value amounts for financial instruments using available third-party market information. When such information is not available, the Company determines the fair value amounts using appropriate valuation methodologies. Nonfinancial instruments such as real estate, property and equipment, deferred policy acquisition costs, deferred income taxes and loss and loss adjustment expense reserves are excluded from the fair value disclosure.
Cash and Cash Equivalents The carrying amounts reported in the accompanying consolidated balance sheets for these financial instruments approximate their fair values.
Investments The fair values for fixed maturity and equity securities are based on quoted market prices where available. For those securities not actively traded, fair values were obtained from a third-party investment manager.
Short Term Investments The carrying amounts reported in the accompanying consolidated balance sheets for these financial instruments approximate their fair value.
94
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
Other Investments Other investments consist of LP interests valued using the net asset value provided by the general partner of the LP, which approximates the fair value of the interest. The LPs objective is to generate absolute returns by investing long and short in publicly-traded global securities. Redemptions are allowed monthly following a sixty day notice with no lock up periods. The Company has no unfunded commitments related to the LP. This investment is characterized as a Level 3 asset in the fair value hierarchy.
The following table summarizes the carrying or reported values and corresponding fair values for financial instruments:
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Carrying
Amount |
Fair
Value |
Carrying
Amount |
Fair
Value |
|||||||||||||
(in thousands) | ||||||||||||||||
Assets: |
||||||||||||||||
Fixed maturity securitiesheld to maturity |
$ | 639,631 | $ | 664,371 | $ | 536,583 | $ | 561,179 | ||||||||
Fixed maturity securitiesavailable for sale |
331,242 | 331,242 | 237,877 | 237,877 | ||||||||||||
Equity securities |
28 | 28 | 9,302 | 9,302 | ||||||||||||
Cash and cash equivalents |
90,956 | 90,956 | 123,077 | 123,077 | ||||||||||||
Short-term investments |
33,684 | 33,684 | 84,422 | 84,422 | ||||||||||||
Other investments |
11,748 | 11,748 | 10,591 | 10,591 |
The Company carries available-for-sale securities at fair value in our consolidated financial statements and determines fair value measurements and disclosure in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures.
The Company determines the fair values of its financial instruments based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard defines fair value, describes three levels of inputs that may be used to measure fair value, and expands disclosures about fair value measurements.
Fair value is defined in ASC Topic 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is the price to sell an asset or transfer a liability and, therefore, represents an exit price, not an entry price. Fair value is the exit price in the principal market (or, if lacking a principal market, the most advantageous market) in which the reporting entity would transact. Fair value is a market-based measurement, not an entity-specific measurement, and, as such, is determined based on the assumptions that market participants would use in pricing the asset or liability. The exit price objective of a fair value measurement applies regardless of the reporting entitys intent and/or ability to sell the asset or transfer the liability at the measurement date.
ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset, also known as current replacement cost. Valuation techniques used to measure fair value are to be consistently applied.
95
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
In ASC Topic 820, inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable:
| Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. |
| Unobservable inputs are inputs that reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. |
Valuation techniques used to measure fair value are intended to maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:
| Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. |
| Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data. |
| Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are to be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. |
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters.
The fair values of the Companys investments are based upon prices provided by an independent pricing service. The Company has reviewed these prices for reasonableness and has not adjusted any prices received from the independent provider. Securities reported at fair value utilizing Level 1 inputs represent assets whose fair value is determined based upon observable unadjusted quoted market prices for identical assets in active markets. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1 and Level 2 during the year ended December 31, 2014.
96
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 are as follows:
December 31, 2014 | ||||||||||||||||
Level 1
Inputs |
Level 2
Inputs |
Level 3
Inputs |
Total Fair
Value |
|||||||||||||
(in thousands) | ||||||||||||||||
Financial instruments carried at fair value, classified as part of: |
||||||||||||||||
Other investments |
$ | | $ | | $ | 11,748 | $ | 11,748 | ||||||||
Securities available for saleequity: |
||||||||||||||||
Domestic common stock |
28 | | | 28 | ||||||||||||
Securities available for salefixed maturity: |
||||||||||||||||
States and political subdivisions |
| 157,374 | | 157,374 | ||||||||||||
U.S. agency-based mortgage-backed securities |
| 8,498 | | 8,498 | ||||||||||||
Corporate bonds |
| 165,370 | | 165,370 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total available for salefixed maturity |
$ | | $ | 331,242 | $ | | $ | 331,242 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total available for sale |
$ | 28 | $ | 331,242 | $ | 11,748 | $ | 343,018 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 | ||||||||||||||||
Level 1
Inputs |
Level 2
Inputs |
Level 3
Inputs |
Total Fair
Value |
|||||||||||||
(in thousands) | ||||||||||||||||
Financial instruments carried at fair value, classified as part of: |
||||||||||||||||
Other investments |
$ | | $ | | $ | 10,591 | $ | 10,591 | ||||||||
Securities available for saleequity |
||||||||||||||||
Domestic common stock |
9,302 | | | 9,302 | ||||||||||||
Securities available for salefixed maturity |
||||||||||||||||
States and political subdivisions |
| 150,375 | | 150,375 | ||||||||||||
U.S. agency-based mortgage-backed securities |
| 7,074 | | 7,074 | ||||||||||||
Corporate bonds |
| 80,428 | | 80,428 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total available for salefixed maturity |
$ | | $ | 237,877 | $ | | $ | 237,877 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total available for sale |
$ | 9,302 | $ | 237,877 | $ | 10,591 | $ | 257,770 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
97
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
Assets and liabilities measured at amortized cost as of December 31, 2014 and 2013 are as follows:
December 31, 2014 | ||||||||||||||||
Level 1
Inputs |
Level 2
Inputs |
Level 3
Inputs |
Total Fair
Value |
|||||||||||||
(in thousands) | ||||||||||||||||
Securities held-to-maturityfixed maturity: |
||||||||||||||||
States and political subdivisions |
$ | | $ | 405,665 | $ | | $ | 405,665 | ||||||||
Corporate bonds |
| 176,734 | | 176,734 | ||||||||||||
Commercial mortgage-backed securities |
| 48,529 | | 48,529 | ||||||||||||
U.S. agency-based mortgage-backed securities |
| 18,672 | | 18,672 | ||||||||||||
U.S. Treasury securities |
11,792 | | | 11,792 | ||||||||||||
Asset-backed securities |
| 2,979 | | 2,979 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total held-to-maturity |
$ | 11,792 | $ | 652,579 | $ | | $ | 664,371 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 | ||||||||||||||||
Level 1
Inputs |
Level 2
Inputs |
Level 3
Inputs |
Total Fair
Value |
|||||||||||||
(in thousands) | ||||||||||||||||
Securities held-to-maturityfixed maturity: |
||||||||||||||||
States and political subdivisions |
$ | | $ | 399,155 | $ | | $ | 399,155 | ||||||||
Corporate bonds |
| 68,243 | | 68,243 | ||||||||||||
Commercial mortgage-backed securities |
| 54,244 | | 54,244 | ||||||||||||
U.S. agency-based mortgage-backed securities |
| 23,565 | | 23,565 | ||||||||||||
U.S. Treasury securities |
6,602 | | | 6,602 | ||||||||||||
Obligations of the U.S. Government agencies |
| 5,914 | | 5,914 | ||||||||||||
Asset-backed securities |
| 3,456 | | 3,456 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total held-to-maturity |
$ | 6,602 | $ | 554,577 | $ | | $ | 561,179 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents summary information regarding changes in the fair value of assets measured at fair value using Level 3 input.
December 31, 2014 | December 31, 2013 | |||||||
(in thousands) | ||||||||
Balance at beginning of year |
$ | 10,591 | $ | | ||||
Purchases |
| 10,000 | ||||||
Total gains unrealized (included in earnings as part of net investment income) |
1,157 | 591 | ||||||
|
|
|
|
|
|
|||
Balance at end of year |
$ | 11,748 | $ | 10,591 | ||||
|
|
|
|
|
|
The purchase reported on the Level 3 table above is related to an interest in a limited partnership.
The Company determines fair value amounts for financial instruments using available third-party market information. When such information is not available, the Company determines the fair value amounts using appropriate valuation methodologies. Nonfinancial instruments such as real estate, property and equipment, deferred policy acquisition costs, deferred income taxes and loss and loss adjustment expense reserves are excluded from the fair value disclosure.
98
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
At December 31, 2014, the Company held two securities measured at fair value on a nonrecurring basis due to a recognized impairment of $0.3 million. The securities are valued using Level 2 inputs and had a value of $0.4 million at December 31, 2014.
19. | Quarterly Financial Data (Unaudited) |
The following table represents unaudited quarterly financial data for the years ended December 31, 2014 and 2013.
Three Months Ended | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
2014 |
||||||||||||||||
Premiums earned |
$ | 89,233 | $ | 93,516 | $ | 95,928 | $ | 97,070 | ||||||||
Net investment income |
6,708 | 6,845 | 6,495 | 7,166 | ||||||||||||
Net realized gains (losses) on investments |
101 | 232 | (152 | ) | 516 | |||||||||||
Total revenues |
96,173 | 100,624 | 102,336 | 104,886 | ||||||||||||
Income before income taxes |
13,404 | 17,061 | 19,348 | 23,936 | ||||||||||||
Net income |
10,549 | 12,773 | 13,479 | 16,865 | ||||||||||||
Net income available to common shareholders |
10,549 | 12,773 | 13,479 | 16,865 | ||||||||||||
Earnings per share: |
||||||||||||||||
Basic |
0.57 | 0.69 | 0.72 | 0.90 | ||||||||||||
Diluted |
0.56 | 0.68 | 0.71 | 0.89 | ||||||||||||
Comprehensive income |
13,789 | 15,789 | 13,596 | 17,597 | ||||||||||||
Extraordinary cash dividends declared per common share |
$ | 0.50 | $ | | $ | | $ | 1.00 | ||||||||
Cash dividends declared per common share |
$ | 0.12 | $ | 0.12 | $ | 0.12 | $ | 0.12 | ||||||||
2013 |
||||||||||||||||
Premiums earned |
$ | 79,709 | $ | 81,983 | $ | 81,596 | $ | 86,695 | ||||||||
Net investment income |
6,670 | 6,649 | 6,947 | 6,763 | ||||||||||||
Net realized gains (losses) on investments |
24 | (1,291 | ) | (654 | ) | 710 | ||||||||||
Total revenues |
86,512 | 87,511 | 88,003 | 94,309 | ||||||||||||
Income before income taxes |
11,080 | 10,647 | 12,447 | 25,030 | ||||||||||||
Net income |
8,851 | 7,644 | 9,699 | 17,443 | ||||||||||||
Net income available to common shareholders |
8,836 | 7,618 | 9,673 | 17,364 | ||||||||||||
Earnings per share: |
||||||||||||||||
Basic |
0.48 | 0.42 | 0.53 | 0.94 | ||||||||||||
Diluted |
0.47 | 0.41 | 0.52 | 0.92 | ||||||||||||
Comprehensive income |
8,306 | 3,584 | 8,654 | 15,819 | ||||||||||||
Cash dividends declared per common share |
$ | 0.08 | $ | 0.08 | $ | 0.08 | $ | 0.08 |
20. | Capital Management |
The Companys Board of Directors initiated a share repurchase program in February 2011. In October 2012, 2013 and 2014 the Board reauthorized this program with a new limit of $25.0 million. Unless reauthorized, the program will expire on December 31, 2015. Since beginning of this plan, the Company has repurchased a total of 1,258,250 shares for $22.4 million, or an average price of $17.78, including commissions.
99
AMERISAFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
In 2013, the Companys Board of Directors initiated a quarterly dividend. During 2014, the Companys Board of Directors declared a quarterly dividend of $0.12 per share compared to $0.08 per share in 2013. The Company declared extraordinary dividends totaling $1.50 per share in 2014. There were no extraordinary dividends declared in 2013.
21. | Subsequent Events |
On February 11, 2015, the Company was notified of an adverse verdict against its subsidiary, American Interstate Insurance Company, related to a 2009 workers compensation claim in the State of Iowa. The verdict was for $25.3 million, of which $0.3 million was actual damages and $25.0 million was punitive damages. For the fourth quarter of 2014, the Company recognized an additional $0.3 million in reserves related to this claim. As of December 31, 2014, the Companys total reserve for the claim was $2.7 million. The Company presently believes that this reserve amount, together with its reinsurance coverage, is adequate to satisfy this claim. American Interstate will appeal this verdict.
On February 24, 2015 the Company declared a regular quarterly cash dividend of $0.15 per share payable on March 27, 2015 to shareholders of record on March 13, 2015. In 2014, the Company paid a quarterly cash dividend of $0.12 per share.
The Board intends to continue to consider the payment of a regular cash dividend each calendar quarter. On an annualized basis, the cash dividend is expected to be $0.60 per share.
100
Schedule II. Condensed Financial Information of Registrant
AMERISAFE, INC.
CONDENSED BALANCE SHEETS
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Assets |
||||||||
Investments: |
||||||||
Short-term investments |
$ | 250 | $ | 248 | ||||
Fixed-maturity securitiesavailable-for-sale, at fair value |
| 965 | ||||||
Other investments |
11,748 | 10,591 | ||||||
Investment in subsidiaries |
387,954 | 352,193 | ||||||
|
|
|
|
|
|
|||
Total investments |
399,952 | 363,997 | ||||||
Cash and cash equivalents |
43,585 | 47,726 | ||||||
Deferred income taxes |
1,001 | 1,383 | ||||||
Notes receivable from subsidiaries |
(1 | ) | 1,805 | |||||
Property and equipment, net |
2,070 | 2,181 | ||||||
Other assets |
4,992 | 556 | ||||||
|
|
|
|
|
|
|||
$ | 451,599 | $ | 417,648 | |||||
|
|
|
|
|
|
|||
Liabilities, redeemable preferred stock and shareholders equity |
||||||||
Liabilities: |
||||||||
Accounts payable and other liabilities |
$ | 3,853 | $ | 834 | ||||
Notes payable to subsidiaries |
778 | | ||||||
|
|
|
|
|
|
|||
Total liabilities |
4,631 | 834 | ||||||
Shareholders equity (net of Treasury stock of $22,370 at December 31, 2014 and 2013) |
446,968 | 416,814 | ||||||
|
|
|
|
|
|
|||
$ | 451,599 | $ | 417,648 | |||||
|
|
|
|
|
|
101
Schedule II. Condensed Financial Information of Registrant (Continued)
AMERISAFE, INC.
CONDENSED STATEMENTS OF INCOME
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Revenues |
||||||||||||
Net investment income |
$ | 1,541 | $ | 1,051 | $ | 571 | ||||||
Fee and other income |
5,368 | 5,453 | 4,765 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Total revenues |
6,909 | 6,504 | 5,336 | |||||||||
Expenses |
||||||||||||
Other operating costs |
6,909 | 6,504 | 4,770 | |||||||||
Interest expense |
| | 566 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Total expenses |
6,909 | 6,504 | 5,336 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Income (loss) before income taxes and equity in earnings of subsidiaries |
| | | |||||||||
Income tax expense (benefit) |
(13 | ) | 6 | (9 | ) | |||||||
|
|
|
|
|
|
|
|
|
||||
Gain (loss) before equity in earnings of subsidiaries |
13 | (6 | ) | 9 | ||||||||
Equity in net income of subsidiaries |
53,653 | 43,643 | 29,344 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Net income |
$ | 53,666 | $ | 43,637 | $ | 29,353 | ||||||
|
|
|
|
|
|
|
|
|
102
Schedule II. Condensed Financial Information of Registrant (Continued)
AMERISAFE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Operating activities |
||||||||||||
Net cash (used in) provided by operating activities |
$ | 2,161 | $ | 1,829 | $ | 5,149 | ||||||
Investing activities |
||||||||||||
Purchases of investments |
(1,462 | ) | (10,248 | ) | (23,361 | ) | ||||||
Proceeds from sales of investments |
2,404 | 11,674 | 39,537 | |||||||||
Purchases of property and equipment |
(691 | ) | (779 | ) | (842 | ) | ||||||
Dividends from subsidiary |
25,000 | 15,000 | 21,000 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Net cash provided by investing activities |
25,251 | 15,647 | 36,334 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Financing activities |
||||||||||||
Proceeds from stock option exercises |
2,674 | 2,344 | 781 | |||||||||
Tax benefit from share-based payments |
2,841 | 2,024 | 421 | |||||||||
Redemption of Subordinated Debt Security |
| | (25,780 | ) | ||||||||
Dividends to shareholders |
(37,068 | ) | (5,910 | ) | | |||||||
|
|
|
|
|
|
|
|
|
||||
Net cash used in financing activities |
(31,553 | ) | (1,542 | ) | (24,578 | ) | ||||||
|
|
|
|
|
|
|
|
|
||||
Change in cash and cash equivalents |
(4,141 | ) | 15,934 | 16,905 | ||||||||
Cash and cash equivalents at beginning of year |
47,726 | 31,792 | 14,887 | |||||||||
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents at end of year |
$ | 43,585 | $ | 47,726 | $ | 31,792 | ||||||
|
|
|
|
|
|
|
|
|
103
Schedule VI. Supplemental Information Concerning PropertyCasualty Insurance Operations
AMERISAFE, INC. AND SUBSIDIARIES
Deferred
Policy Acquisition Cost |
Reserves for
Unpaid Loss and Loss Adjustment Expense |
Unearned
Premium |
Earned
Premium |
Net
Investment Income |
Loss and
LAE Related to Current Period |
Loss and
LAE Related to Prior Periods |
Amortization
of Deferred Policy Acquisition Costs |
Paid Claims
and Claim Adjustment Expenses |
Net
Premiums Written |
|||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||||||||
2014 |
$ | 19,649 | $ | 687,602 | $ | 168,576 | $ | 375,747 | $ | 27,214 | $ | 268,633 | $ | (23,717) | $ | (43,817) | $ | 182,506 | $ | 380,026 | ||||||||||||||||||||
2013 |
19,171 | 614,557 | 164,296 | 329,983 | 27,029 | 241,584 | (12,611) | (40,526) | 178,375 | 353,752 | ||||||||||||||||||||||||||||||
2012 |
18,419 | 570,450 | 140,528 | 290,689 | 27,018 | 222,393 | (2,490) | (39,120) | 181,920 | 312,518 |
104
Item 9. Changes | in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
Item | 9A. Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information we are required to disclose in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms specified by the SEC. We note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.
Managements Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is a process designed under the supervision of our chief executive officer and our chief financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles.
Management has assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria described in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on managements assessment under the framework in Internal ControlIntegrated Framework, our management has concluded that our internal control over financial reporting was effective as of December 31, 2014.
Our independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of internal controls over financial reporting, as stated in their report included herein.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting during the fourth quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Because of their limitations, management does not expect that our disclosure controls and our internal controls over financial reporting will prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate. Any control system, no matter how well designed and operated, is based upon certain assumptions and can only provide reasonable, not absolute assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to errors or fraud will not occur or that all control issues and instances of fraud, if any within the Company, have been detected.
105
Report of Independent Registered Public Accounting Firm
The Board of Directors and shareholders of AMERISAFE, Inc. and Subsidiaries
We have audited AMERISAFE, Inc. and Subsidiaries internal control over financial reporting as of December 31, 2014, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). AMERISAFE, Inc. and Subsidiaries management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, AMERISAFE, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AMERISAFE, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in shareholders equity, and cash flows for each of the three years in the period ended December 31, 2014 of AMERISAFE, Inc. and Subsidiaries and our report dated February 27, 2015, expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
New Orleans, Louisiana
February 27, 2015
106
Item 9B. Other | Information. |
None.
PART III
Item 10. Directors, | Executive Officers and Corporate Governance. |
The information required by Item 10 with respect to our executive officers and key employees is included in Part I of this report.
The information required by Item 10 with respect to our directors is incorporated by reference to the information included under the caption Election of Directors in our Proxy Statement for the 2015 Annual Meeting of Shareholders. We plan to file such Proxy Statement within 120 days after December 31, 2014, the end of our fiscal year.
The information required by Item 10 with respect to compliance with Section 16 of the Exchange Act is incorporated by reference to the information included under the caption Section 16(a) Beneficial Ownership Reporting Compliance in our Proxy Statement for the 2015 Annual Meeting of Shareholders.
The information required by Item 10 with respect to our audit committee and our audit committee financial expert is incorporated by reference to the information included under the caption The Board, Its Committees and Its CompensationAudit Committee in our Proxy Statement for the 2015 Annual Meeting of Shareholders.
The information required by Item 10 with respect to our code of business conduct and ethics for executive and financial officers and directors is posted on our website at www.amerisafe.com in the Investor Relations section under GovernanceCode of Conduct. We will post information regarding any amendment to, or waiver from, our code of business conduct and ethics on our website in the Investor Relations section under Corporate Governance.
Item 11. Executive | Compensation. |
The information required by Item 11 is incorporated by reference to the information included under the captions Executive Compensation, The Board, Its Committees, and Its CompensationDirector Compensation, Compensation Committee Interlocks and Insider Participation, Compensation Discussion and Analysis and Compensation Committee Report in our Proxy Statement for the 2015 Annual Meeting of Shareholders.
Item 12. Security | Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
The information required by Item 12 is incorporated by reference to the information included under the captions Security Ownership of Management and Certain Beneficial Holders and Equity Compensation Plan Information in our Proxy Statement for the 2015 Annual Meeting of Shareholders.
Item 13. Certain | Relationships and Related Transactions, and Director Independence. |
The information required by Item 13 with respect to certain relationships and related transactions is incorporated by reference to the information included under the caption Executive CompensationCertain Relationships and Related Transactions in our Proxy Statement for the 2015 Annual Meeting of Shareholders.
The information required by Item 13 with respect to director independence is incorporated by reference to the information included under the caption The Board, Its Committees and Its CompensationDirector Independence in our Proxy Statement for the 2015 Annual Meeting of Shareholders.
Item 14. Principal | Accountant Fees and Services. |
The information required by Item 14 with respect to the fees and services of Ernst & Young LLP, our independent registered public accounting firm, and the audit committees pre-approved policies and procedures, are incorporated by reference to the information included under the caption Independent Public Accountants in our Proxy Statement for the 2015 Annual Meeting of Shareholders.
107
PART IV
Item 15. | Exhibits and Financial Statement Schedules. |
The following consolidated financial statements and schedules are filed in Item 8 of Part II of this report:
Page | ||||
Financial Statements: |
||||
60 | ||||
61 | ||||
62 | ||||
63 | ||||
64 | ||||
65 | ||||
66 | ||||
Financial Statement Schedules: |
||||
101 | ||||
Schedule VI. Supplemental Information Concerning Property-Casualty Insurance Operations |
104 | |||
(Schedules I, III, IV and V are not applicable and have been omitted.) |
Exhibits: |
||
3.1 | Amended and Restated Certificate of Formation of AMERISAFE, Inc. (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed August 6, 2010) | |
3.2 | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed August 6, 2010) | |
10.1* | Amended and Restated Employment Agreement, dated March 22, 2012 by and between the Company and C. Allen Bradley, Jr. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed March 28, 2012) | |
10.2* | Amended and Restated Employment Agreement, dated March 22, 2012 by and between the Company and Craig P. Leach (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed March 28, 2012) | |
10.3* | Amended and Restated Employment Agreement, dated March 22, 2012 by and between the Company and G. Janelle Frost (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed March 28, 2012). | |
10.4* | Amended and Restated Employment Agreement, dated March 22, 2012 by and between the Company and Brendan Gau (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed March 28, 2012) | |
10.5* | Employment Agreement, dated January 15, 2013 by and between the Company and Vincent J. Gagliano (incorporated by reference to Exhibit 10.6 to the Companys Annual Report on Form 10-K filed March 6, 2013) | |
10.6* | Employment Agreement dated April 1, 2013 by and between the Company and Geoffrey R. Banta (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed May 3, 2013) | |
10.7* | Employment Agreement effective as of May 1, 2013 by and between the Company and Michael Grasher (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed May 3, 2013) | |
10.8* | Consulting Agreement dated June 5, 2014 between the Company and Craig P. Leach (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed August 1, 2014) |
108
Exhibits: |
||
10.9* | AMERISAFE, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-1, Amendment No. 3 (File No. 333-127133), filed October 31, 2005) | |
10.10* | Form of Non-Qualified Stock Option Award Agreement for the AMERISAFE, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Companys Registration Statement on Form S-1, Amendment No. 3 (File No. 333-127133), filed October 31, 2005) | |
10.11* | AMERISAFE, Inc. 2012 Equity and Incentive Compensation Plan (incorporated by reference to Appendix A to the Companys Proxy Statement on Schedule 14A filed April 27, 2012) | |
10.12* | Form of 2012 Equity and Incentive Compensation Plan Long-Term Incentive Award Agreement | |
10.13* | AMERISAFE, Inc. 2010 Restated Non-Employee Director Restricted Stock Plan (incorporated by reference to Appendix B to the Companys Definitive Form 14A filed April 26, 2010) | |
10.14* | Form of 2012 Equity and Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K filed February 28, 2014) | |
10.15* | Form of Restricted Stock Award Agreement for the AMERISAFE, Inc. 2010 Restated Non-Employee Director Restricted Stock Plan (incorporated by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K filed February 28, 2014) | |
10.16* | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed August 6, 2010) | |
10.17* | AMERISAFE, Inc. Management Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed February 29, 2008). | |
10.18* | Form of Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.18 to the Companys Annual Report on Form 10-K filed February 28, 2014) | |
10.19 | Second Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2008, issued to the Company by the reinsurers and named therein (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K, filed February 15, 2008) | |
10.20 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2008, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K, filed February 15, 2008) | |
10.21 | Second Casualty Excess of Loss Reinsurance Agreement, effective as of January 1, 2009 issued to the Company by Hannover Reinsurance (Ireland) Limited (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K, filed March 9, 2009) | |
10.22 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2009 issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.30 to the Companys Annual Report on Form 10-K, filed March 9, 2009) | |
10.23 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2010 issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.28 to the Companys Annual Report on Form 10-K, filed March 7, 2011) | |
10.24 | First Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2011, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K, filed March 7, 2011) | |
10.25 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2011, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.30 to the Companys Annual Report on Form 10-K, filed March 7, 2011) |
109
Exhibits: |
||
10.26 | Second Casualty Excess of Loss Reinsurance Agreement, effective as of January 1, 2012 issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.22 to the Companys Annual Report on Form 10-K filed March 9, 2012) | |
10.27 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2012, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.23 to the Companys Annual Report on Form 10-K filed March 9, 2012) | |
10.28 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2013, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.26 to the Companys Annual Report on Form 10-K filed March 6, 2013) | |
10.29 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2014, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.32 to the Companys Quarterly Report on Form 10-Q filed May 2, 2014) | |
10.30 | Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2014, issue to the Company by the reinsurers named therein | |
10.31 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2015, issue to the Company by the reinsurers named therein | |
21.1 | Subsidiaries of the Company | |
23.1 | Consent of Ernst & Young LLP | |
24.1 | Powers of Attorney for our directors and certain executive officers | |
31.1 | Certification of C. Allen Bradley filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Michael Grasher filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification of C. Allen Bradley and Michael Grasher filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Management contract, compensatory plan or arrangement |
110
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 27, 2015.
AMERISAFE, INC. | ||
By: |
/ S / C. A LLEN B RADLEY , J R . |
|
C. Allen Bradley, Jr. | ||
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 24, 2015.
/s/ C. A LLEN B RADLEY , J R . C. Allen Bradley, Jr. |
Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
|
/s/ Michael Grasher Michael Grasher |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|
* Philip A. Garcia |
Director |
|
* Jared A. Morris |
Director |
|
* Millard E. Morris |
Director |
|
* Daniel Phillips |
Director |
|
* Randall Roach |
Director |
|
* Austin P. Young, III |
Director |
|
* Michael Brown |
Director |
Kathryn H. Shirley, by signing her name hereto, does hereby sign this Annual Report on Form 10-K on behalf of the above-named directors of AMERISAFE, Inc. on this 24th day of February 2015, pursuant to powers of attorney executed on behalf of such directors and contemporaneously filed with the Securities and Exchange Commission.
*By: |
/s/ Kathryn H. Shirley |
|
Kathryn H. Shirley, Attorney-in-Fact |
111
EXHIBIT INDEX
Exhibits: |
||
3.1 | Amended and Restated Certificate of Formation of AMERISAFE, Inc. (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed August 6, 2010) | |
3.2 | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed August 6, 2010) | |
10.1* | Amended and Restated Employment Agreement, dated March 22, 2012 by and between the Company and C. Allen Bradley, Jr. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed March 28, 2012) | |
10.2* | Amended and Restated Employment Agreement, dated March 22, 2012 by and between the Company and Craig P. Leach (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed March 28, 2012) | |
10.3* | Amended and Restated Employment Agreement, dated March 22, 2012 by and between the Company and G. Janelle Frost (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed March 28, 2012). | |
10.4* | Amended and Restated Employment Agreement, dated March 22, 2012 by and between the Company and Brendan Gau (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed March 28, 2012) | |
10.5* | Employment Agreement, dated January 15, 2013 by and between the Company and Vincent J. Gagliano (incorporated by reference to Exhibit 10.6 to the Companys Annual Report on Form 10-K filed March 6, 2013) | |
10.6* | Employment Agreement dated April 1, 2013 by and between the Company and Geoffrey R. Banta (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed May 3, 2013) | |
10.7* | Employment Agreement effective as of May 1, 2013 by and between the Company and Michael Grasher (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed May 3, 2013) | |
10.8* | Consulting Agreement dated June 5, 2014 between the Company and Craig P. Leach (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed August 1, 2014) | |
10.9* | AMERISAFE, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-1, Amendment No. 3 (File No. 333-127133), filed October 31, 2005) | |
10.10* | Form of Non-Qualified Stock Option Award Agreement for the AMERISAFE, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Companys Registration Statement on Form S-1, Amendment No. 3 (File No. 333-127133), filed October 31, 2005) | |
10.11* | AMERISAFE, Inc. 2012 Equity and Incentive Compensation Plan (incorporated by reference to Appendix A to the Companys Proxy Statement on Schedule 14A filed April 27, 2012) | |
10.12* | Form of 2012 Equity and Incentive Compensation Plan Long-Term Incentive Award Agreement | |
10.13* | AMERISAFE, Inc. 2010 Restated Non-Employee Director Restricted Stock Plan (incorporated by reference to Appendix B to the Companys Definitive Form 14A filed April 26, 2010) | |
10.14* | Form of 2012 Equity and Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K filed February 28, 2014) |
1
Exhibits: |
||
10.15* | Form of Restricted Stock Award Agreement for the AMERISAFE, Inc. 2010 Restated Non-Employee Director Restricted Stock Plan (incorporated by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K filed February 28, 2014) | |
10.16* | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed August 6, 2010) | |
10.17* | AMERISAFE, Inc. Management Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed February 29, 2008). | |
10.18* | Form of Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.18 to the Companys Annual Report on Form 10-K filed February 28, 2014) | |
10.19 | Second Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2008, issued to the Company by the reinsurers and named therein (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K, filed February 15, 2008) | |
10.20 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2008, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K, filed February 15, 2008) | |
10.21 | Second Casualty Excess of Loss Reinsurance Agreement, effective as of January 1, 2009 issued to the Company by Hannover Reinsurance (Ireland) Limited (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K, filed March 9, 2009) | |
10.22 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2009 issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.30 to the Companys Annual Report on Form 10-K, filed March 9, 2009) | |
10.23 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2010 issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.28 to the Companys Annual Report on Form 10-K, filed March 7, 2011) | |
10.24 | First Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2011, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K, filed March 7, 2011) | |
10.25 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2011, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.30 to the Companys Annual Report on Form 10-K, filed March 7, 2011) | |
10.26 | Second Casualty Excess of Loss Reinsurance Agreement, effective as of January 1, 2012 issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.22 to the Companys Annual Report on Form 10-K filed March 9, 2012) | |
10.27 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2012, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.23 to the Companys Annual Report on Form 10-K filed March 9, 2012) | |
10.28 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2013, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.26 to the Companys Annual Report on Form 10-K filed March 6, 2013) | |
10.29 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2014, issued to the Company by the reinsurers named therein (incorporated by reference to Exhibit 10.32 to the Companys Quarterly Report on Form 10-Q filed May 2, 2014) | |
10.30 | Casualty Excess of Loss Reinsurance Contract, effective as of January 1, 2014, issue to the Company by the reinsurers named therein |
2
Exhibits: |
||
10.31 | Casualty Catastrophe Excess of Loss Reinsurance Contract, effective as of January 1, 2015, issue to the Company by the reinsurers named therein | |
21.1 | Subsidiaries of the Company | |
23.1 | Consent of Ernst & Young LLP | |
24.1 | Powers of Attorney for our directors and certain executive officers | |
31.1 | Certification of C. Allen Bradley filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Michael Grasher filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification of C. Allen Bradley and Michael Grasher filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Management contract, compensatory plan or arrangement |
3
Exhibit 10.12
AMERISAFE, INC.
2012 EQUITY AND INCENTIVE COMPENSATION PLAN
LONG-TERM INCENTIVE AWARD AGREEMENT
THIS LONG-TERM INCENTIVE AWARD AGREEMENT (this Agreement), dated as of , 2014 (the Grant Date), is entered into by and between AMERISAFE, Inc., a Texas corporation (the Company), and (the Grantee). Where the context permits, references to the Company shall include any successor to the Company. Any capitalized term that is used, but not defined, in this Agreement shall have the meaning assigned to such term in the AMERISAFE, Inc. 2012 Equity and Incentive Compensation Plan (as amended from time to time, the Plan).
1. Grant of Long-Term Incentive Award . The Company hereby grants to the Grantee, effective as of the Grant Date, a long-term incentive award (the Long-Term Incentive Award) with a target value of (the Target Award), subject to all of the terms and conditions of this Agreement and the Plan. The actual amount, if any, to be paid to the Grantee in respect of the Long-Term Incentive Award will be determined and certified by the Committee pursuant to the terms of this Agreement and Exhibit A hereto; provided , however , that the Committee shall have the right in it sole discretion to reduce the amount of the Long-Term Incentive Award determined in accordance with Exhibit A hereto.
2. Performance Period . The Performance Period applicable to the Long-Term Incentive Award shall be the period set forth on Annex 1 to Exhibit A hereto.
3. Vesting and Payment of Long-Term Incentive Award . The Long-Term Incentive Award will be subject to the following vesting provisions:
(a) Normal Vesting and Payment . Subject to the terms of Sections 3(b) and 3(c), if the Grantee remains employed by the Company or a Subsidiary through the end of the Performance Period, the Grantee will be entitled to receive an amount in full satisfaction of the Long-Term Incentive Award equal to the product of (i) the Target Award and (ii) the Total Multiplier (as defined on Exhibit A) (such amount, the Award Amount), payable as set forth in Section 3(e).
(b) Vesting and Payment Upon Certain Terminations . Notwithstanding anything set forth in Section 3(a) to the contrary, if the Grantees employment with the Company and its Subsidiaries terminates prior to the end of the Performance Period as a result of the Grantees death, Disability or Retirement, then the Grantee (or the Grantees beneficiary, if applicable) will be entitled to receive an amount in full satisfaction of the Long-Term Incentive Award, payable on the Payment Date, equal to the product of (i) the Award Amount determined pursuant to Exhibit A and (ii) the applicable percentage set forth in the table below (the Applicable Termination Percentage), provided that as of the Payment Date, the Grantee is and has since the Grant Date been in compliance with all Company policies applicable to the Grantee and all of the Grantees obligations under any agreements between the Company or a Subsidiary, on the one hand, and the Grantee, on the other hand.
(c) Vesting Following Change in Control . Notwithstanding anything set forth in this Agreement to the contrary, if a Change in Control occurs prior to the earlier of (i) the Payment Date and (ii) the forfeiture of the Long-Term Incentive Award pursuant to Section 3(d), then the Long-Term Incentive Award shall continue in accordance with its terms; provided , however , that if the Grantees employment with the Company and its Subsidiaries is terminated subsequent to a Change in Control but prior to the end of the Performance Period either (x) by the Company without Cause or (y) by the Grantee for Good Reason, then the Grantee will be entitled to receive an amount in full satisfaction of the Long-Term Incentive Award, payable on the Payment Date, equal to the product of (A) the Award Amount determined pursuant to Exhibit A and (B) the Applicable Termination Percentage set forth in Section 3(b) above.
(d) Forfeiture . Upon the termination of the Grantees employment with the Company and its Subsidiaries prior to the end of the Performance Period for any reason other than those specified in Sections 3(b) or 3(c), the Long-Term Incentive Award shall be forfeited, and neither the Company nor any Subsidiary shall have any obligation to make any payment to the Grantee in respect of the Long-Term Incentive Award.
(e) Payment of Long-Term Incentive Award . The Long-Term Incentive Award shall be paid to the Grantee (or the Grantees beneficiary, if applicable) in a number of Common Shares (rounded up or down to the nearest whole Common Share) equal to (i) the amount, if any, of the Long-Term Incentive Award determined pursuant to the applicable subsection of this Agreement, divided by (ii) the Value per Share, payable as soon as practicable following the end of the Performance Period, provided that in no event shall any such delivery occur later than the first anniversary of the final day of the Performance Period (such date on which payment of the Long-Term Incentive Award is made, the Payment Date). As used in this Agreement, Value per Share means the volume weighted trading price per Share for the 10 trading days immediately preceding the date the Award Amount is approved by the Committee. In the event that the number of Common Shares issuable on any Payment date would result in the Company issuing a greater number of Common Shares than permitted under the Plan, the Committee may authorize all or a portion of the Long-Term Incentive Award to be paid in cash.
- 2 -
(f) Definition of Disability . For purposes of this Agreement, Disability means that the Grantee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan, or disability plan, covering employees of the Company or a Subsidiary.
(g) Definition of Retirement . For purposes of this Agreement, Retirement means a voluntary termination of the Grantees employment for any reason more than 179 days after the Grant Date; provided , that as of the date of such termination, the Grantee: (i) has at least ten years of service as an employee of the Company or a Subsidiary; (ii) has attained the age of 60; and (iii) has not, as of the Payment Date, obtained substantial employment or service as a consultant to any person or entity (other than with the Company or its Subsidiaries) engaged in the business of the Company or its Subsidiaries.
4. Withholding Taxes . To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with the delivery of Common Shares to the Grantee or any other person under this Agreement, the number of Common Shares to be delivered to the Grantee or such other person may be reduced (based on the Market Value per Share as of the date the Common Shares become payable), if so permitted by the Committee, to provide for the taxes required to be withheld, with any fractional shares that would otherwise be delivered being rounded up to the next nearest whole share. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates. The Committee may, at its discretion, adopt any alternative method of providing for taxes to be withheld. Notwithstanding the foregoing, in no event shall the Company be required to withhold or accept Common Shares for payment of any taxes if, in the good faith determination of the Committee, such withholding or acceptance of Common Shares may result in breach of the terms of an agreement that is currently in effect and to which the Company is a party.
5. Governing Law . This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Texas.
6. Amendments . Any amendment to the Plan is deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment may impair the rights of the Grantee with respect to the Long-Term Incentive Award unless agreed to by the Grantee and the Company, which agreement must be in writing and signed by the Grantee and the Company.
- 3 -
7. Notices . All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Grantee to the Company will be in writing and will be deemed sufficient if delivered by hand, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Company at the address set forth below:
AMERISAFE, Inc.
2301 Hwy 190 West
DeRidder, LA 70634
Attention: General Counsel
All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Company to the Grantee may be delivered by e-mail or in writing and will be deemed sufficient if delivered by e-mail, hand, facsimile, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Grantee.
8. Recoupment . This Agreement will be administered in compliance with Section 10D of the Exchange Act, and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded. In its discretion (including the discretion provided to the Committee pursuant to the proviso included in Section 1 hereof), the Committee may require repayment to the Company of all or any portion of the Long-Term Incentive Award (a) (i) if the amount paid was calculated based upon the achievement of Performance Factors (as defined in Exhibit A hereto) that were subsequently affected as a result of a restatement of the Companys statutory financial statements and (ii) the amount payable to the Grantee would have been lower than the amount actually paid to the Grantee, or (b) in the event of a restatement of the Companys financial statements filed with the Securities and Exchange Commission. This discretionary authority of the Committee under this Section 8 is not conditioned on the Grantee having engaged in misconduct that caused or contributed to the need for any such restatement. This Section 8 is not the Companys exclusive remedy with respect to such matters.
9. Severability . In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions of this Agreement, and the remaining provisions of this Agreement will continue to be valid and fully enforceable.
10. Right to Terminate Employment . No provision of this Agreement will limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Grantee at any time.
11. Relation to Other Benefits . Any economic or other benefit to the Grantee under this Agreement or the Plan will not be taken into account in determining any benefits to which the Grantee may be entitled under any profit sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
12. Interpretation . The interpretation and construction of this Agreement by the Board shall be final and conclusive. No member of the Board shall be liable for any such action or determination made in good faith.
- 4 -
13. Integration . The Long-Term Incentive Award is granted pursuant to the Plan. Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to all of the terms and conditions of the Plan, which is incorporated herein by reference. As such, this Agreement and the Plan embody the entire agreement and understanding of the Company and the Grantee and supersede any prior understandings or agreements, whether written or oral, with respect to the Long-Term Incentive Award.
14. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
- 5 -
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and delivered by a duly authorized officer, and the Grantee has duly executed and delivered this Agreement, as of the date first written above.
AMERISAFE, INC. | ||
By: |
|
|
Name: | C. Allen Bradley, Jr. | |
Title: | Chief Executive Officer | |
GRANTEE | ||
|
Exhibit 10.30
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe Insurance Group
CASUALTY EXCESS OF LOSS
REINSURANCE CONTRACT
I |
BUSINESS COVERED |
1 | ||||
II |
TERM |
1 | ||||
III |
SPECIAL TERMINATION |
2 | ||||
IV |
DEFINITIONS |
4 | ||||
Act of Terrorism |
4 | |||||
Declaratory Judgment Expense |
5 | |||||
Extra Contractual Obligations/Loss in Excess of Policy Limits |
5 | |||||
Loss Adjustment Expense |
5 | |||||
Loss Occurrence |
6 | |||||
Net Earned Premium |
7 | |||||
Written Premium |
7 | |||||
Policy |
7 | |||||
Contract Year |
7 | |||||
Policy Year Manual Payroll (excluding clerical) |
7 | |||||
Ultimate Net Loss |
7 | |||||
V |
TERRITORY |
8 | ||||
VI |
EXCLUSIONS |
8 | ||||
VII |
TERRORISM ACT RECOVERIES |
9 | ||||
VIII |
COVERAGE |
10 | ||||
IX |
MATERIAL CHANGE |
12 | ||||
X |
REINSURANCE PREMIUM |
14 | ||||
XI |
FUNDS WITHHELD ACCOUNT |
14 | ||||
XII |
NOTICE OF LOSS AND LOSS SETTLEMENTS |
16 | ||||
XIII |
LIABILITY OF REINSURERS |
16 | ||||
XIV |
LATE PAYMENTS |
17 | ||||
XV |
REPORTS AND REMITTANCES |
18 | ||||
XVI |
COMMUTATION |
19 | ||||
XVII |
NOTIONAL EXPERIENCE ACCOUNT |
20 | ||||
XVIII |
ANNUITIES AT THE COMPANYS OPTION |
21 | ||||
XIX |
SUNSET |
21 | ||||
XX |
SUBROGATION |
22 | ||||
XXI |
ERRORS AND OMISSIONS |
22 | ||||
XXII |
OFFSET |
22 | ||||
XXIII |
CURRENCY |
22 |
XXIV |
TAXES |
23 | ||||
XXV |
FEDERAL EXCISE TAX |
23 | ||||
XXVI |
NET RETAINED LINES |
23 | ||||
XXVII |
THIRD PARTY RIGHTS |
23 | ||||
XXVIII |
SEVERABILITY |
24 | ||||
XXIX |
GOVERNING LAW |
24 | ||||
XXX |
ACCESS TO RECORDS |
24 | ||||
XXXI |
CONFIDENTIALITY |
24 | ||||
XXXII |
INSOLVENCY |
25 | ||||
XXXIII |
ARBITRATION |
26 | ||||
XXXIV |
UNAUTHORIZED REINSURANCE |
27 | ||||
XXXV |
SERVICE OF SUIT |
30 | ||||
XXXVI |
MODE OF EXECUTION |
31 | ||||
XXXVII |
ENTIRE AGREEMENT |
31 | ||||
XXXVIII |
INTERMEDIARY |
31 | ||||
Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A. |
CASUALTY EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
between
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe Insurance Group
(collectively the Company)
and
THE SUBSCRIBING REINSURER(S) EXECUTING THE
AND LIABILITIES AGREEMENT(S) ATTACHED HERETO
(the Reinsurer)
ARTICLE I
BUSINESS COVERED
By this Contract the Reinsurer agrees to reinsure the excess liability of the Company under its Policies that are in force at the effective time and date hereof or issued or renewed at or after that time and date, and classified by the Company as Workers Compensation, Employers Liability, including but not limited to coverage provided under the U.S. Longshore and Harbor Workers Compensation Act, Jones Act, Outer Continental Shelf Lands Act and any other Federal Coverage extensions, subject to the terms, conditions and limitations hereafter set forth.
ARTICLE II
TERM
A. | This Contract shall apply to all losses occurring during the period 12:01 a.m., Standard Time, January 1, 2014 (as set forth in the Companys policies) to 12:01 a.m., Standard Time, January 1, 2017. |
B. | Upon the expiration or termination of this Contract, the entire liability of the Reinsurer for losses occurring subsequent to the date of expiration or termination shall cease concurrently with the date of expiration or termination of this Contract. |
C. | If this Contract expires or is terminated while a Loss Occurrence covered hereunder is in progress, the Reinsurers liability hereunder shall, subject to the other terms and conditions of this Contract, be determined as if the entire Loss Occurrence had occurred prior to the expiration of this Contract, provided that no part of such Loss Occurrence is claimed against any renewal or replacement of this Contract. |
D. | The Reinsurer shall have no right to either terminate or commute this Contract other than as set forth in paragraph F of the MATERIAL CHANGE ARTICLE or paragraph A of the COMMUTATION ARTICLE or paragraph B of the SPECIAL TERMINATION ARTICLE. |
E. | This Contract shall continue in force and shall apply, subject to all of the terms and limits hereof, to the Companys Ultimate Net Loss until this Contract has been commuted in accordance with the terms of the COMMUTATION ARTICLE or until all Ultimate Net Loss has been paid by the Reinsurer in accordance with the terms of the COVERAGE ARTICLE. |
ARTICLE III
SPECIAL TERMINATION
A. | The Company may terminate a subscribing reinsurers share in this Contract by giving 90 days written notice to the subscribing reinsurer upon the happening of any one of the following circumstances: |
1. | A State Insurance Department or other legal authority orders the subscribing reinsurer to cease writing business, or |
2. | The subscribing reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations, or |
3. | For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of this Contract, the subscribing reinsurers policyholders surplus, as reported in the financial statements of the subscribing reinsurer (as respects a subscribing reinsurer domiciled outside the United States, policyholders surplus shall mean the sum of share capital and contributed capital as stated in the subscribing reinsurers audited financial statement) has been reduced by 20.0% or more, or |
4. | The subscribing reinsurer has become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the subscribing reinsurers operations previously, or |
5. | The subscribing reinsurer has reinsured its entire liability under this Contract without the Companys prior written consent, or |
6. | The subscribing reinsurer receives an A. M. Best rating of lower than A-, or an S&P financial strength rating of lower than A-, or |
7. | The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder, or |
8. | The Companys outside auditors determine during the first two months of the Term of the Contract that the Contract does not provide sufficient risk transfer to constitute reinsurance in accordance with the Financial Accounting Standards Board Statements guidelines. |
B. | A subscribing reinsurer may terminate their share of this Contract by giving 90 days written notice to the Company upon the happening of any one of the following circumstances: |
1. | A State Insurance Department or other legal authority orders the Company to cease writing business, or |
2. | The Company has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations, or |
3. | The Company has become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the Companys operations previously. |
C. | In the event of termination in accordance with paragraph A or B, above, or in accordance with paragraph F of the MATERIAL CHANGE ARTICLE, the following shall apply as respects reinsurance premium and reinsurance limits: |
1. | If terminated prior to or at the expiration of Contract Year I, the reinsurance premium and the annual aggregate deductibles under Part A of the COVERAGE ARTICLE shall be calculated based on Net Earned Premium through the termination date. The Reinsurers limit of liability in respect of all losses occurring during the term of this Contract shall be equal to the limits available for Contract Year 1 under the COVERAGE ARTICLE being 3.5% of Net Earned Premium, as calculated above, under Part A. |
2. |
If terminated at any time during Contract Year 2 or Contract Year 3, the reinsurance premium and the annual aggregate deductibles and Contract Year limits for Parts A and B of the COVERAGE ARTICLE shall be calculated as specified in the REINSURANCE PREMIUM ARTICLE and COVERAGE ARTICLE for any full Contract Year prior to the termination date. For the Contract Year in which termination occurs, the reinsurance premium and the annual aggregate deductibles under Parts A and B of the COVERAGE ARTICLE shall be calculated based on Net Earned Premium for that Contract Year through the termination date. The Reinsurers limit of liability in respect of losses occurring during the Contract Year in which the termination occurs shall be equal to 5.0% of Net Earned Premium for that Contract Year, as calculated above, and 3.0% of Net Earned Premium for that Contract Year, as calculated above, under Part A and Part B respectively. The Reinsurers limit of liability in respect of all losses occurring during the term of this Contract shall be equal to the limits available during the tern of this Contract under the COVERAGE ARTICLE being 3.02% of Net Earned Premium and |
1.5% of Net Earned Premium for all applicable Contract Years through the termination date under Part A and Part B respectively. |
D. | In the event the Company terminates a subscribing reinsurers share in this Contract under the provision of this Article, the Company has the option, but not obligation, to commute the subscribing reinsurers past liabilities for losses in accordance with the COMMUTATION ARTICLE. |
E. | In the event the Company terminates a subscribing reinsurers share in this Contract under the provision of this Article, the Company shall have the option to require the subscribing reinsurer to fund its share of known outstanding losses that have been reported to the subscribing reinsurer and allocated loss adjustment expense relating thereto, losses and allocated loss adjustment expense paid by the Company but not recovered from the subscribing reinsurer, reserves for losses incurred but not reported as per the Companys statutory accounts, unearned premium and any positive Notional Experience Account balance accrued by the Company, as shown in the statement prepared by the Company, and any other balances or financial obligations. Within 30 days of the Companys written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Companys ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the subscribing reinsurer. Notwithstanding the foregoing, the Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract in a manner acceptable to the Company. |
ARTICLE IV
DEFINITIONS
A. | Act of Terrorism |
Act of Terrorism as used herein shall mean any act that is certified as an act of terrorism under the Terrorism Risk Insurance Program Reauthorization Act of 2007 and any other extensions or amendments thereto (TRIPRA). In the event TRIPRA is not extended, renewed or succeeded, Act of Terrorism shall mean a violent act or an act that is dangerous to human life; property; or infrastructure that 1) has resulted in damage within the United States, or outside of the United States in the case of an air carrier or vessel, 2) was committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion, and 3) resulted in aggregate industry insured loss exceeding $100 million.
B. | Declaratory Judgment Expense |
Declaratory Judgment Expense as used herein shall mean all expenses incurred by the Company in connection with a declaratory judgment action brought to determine the Companys defense and/or indemnification obligations that are allocable to a specific claim subject to this Contract. Declaratory Judgment Expense shall be deemed to have been incurred on the date of the original loss (if any) giving rise to the declaratory judgment action.
C. | Extra Contractual Obligations/Loss in Excess of Policy Limits |
1. | Extra Contractual Obligations |
This Contract shall protect the Company for any Extra Contractual Obligations which as used herein shall mean any punitive, exemplary, compensatory or consequential damages, other than Loss in Excess of Policy Limits, paid or payable by the Company as a result of an action against it by its insured, its insureds assignee or a third party claimant, by reason of alleged or actual negligence, fraud or bad faith on the part of the Company in handling a claim under a Policy subject to this Contract.
An Extra Contractual Obligation shall be deemed to have occurred on the same date as the loss covered or alleged to be covered under the Policy.
2. | Loss in Excess of Policy Limits |
This Contract shall protect the Company for any Loss in Excess of Policy Limits which as used herein shall mean an amount that the Company would have been contractually liable to pay had it not been for the limit of the original Policy as a result of an action against it by its insured, its insureds assignee or a third party claimant. Such loss in excess of the limit shall have been incurred because of failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action.
3. | Notwithstanding anything stated herein, this paragraph C shall not apply where an Extra Contractual Obligation and/or Loss in Excess of Policy Limits has been incurred due to an admission by the Company of fraud and/or criminal act committed by a member of the Board of Directors or a corporate officer or any employee of the Company acting individually or collectively or in collusion with a member of the Board of Directors or a corporate officer or a partner of any other corporation or partnership. |
D. | Loss Adjustment Expense |
Loss Adjustment Expense as used herein shall mean all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal, adjustment, settlement, litigation. defense or appeal of a specific claim. including court costs and costs of supersedeas and appeal bonds, and including 1) pre-judgment interest, unless included as part of the award or judgment; 2) post-judgment interest; 3) legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, including Declaratory
Judgment Expense; and 4) a pro rata share of salaries and expenses of Company field employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned to the field adjustment of losses covered by this Contract. Loss Adjustment Expense does not include unallocated loss adjustment expense. Unallocated loss adjustment expense includes, but is not limited to, salaries and expenses of employees, other than (4) above, and office and other overhead expenses.
E. | Loss Occurrence |
Loss Occurrence as used herein shall mean anyone disaster or casualty or accident or loss or series of disasters or casualties or accidents or losses arising out of or caused by one event. Within the context of this definition and except for Occupational Disease and Cumulative Trauma, the Company shall be the sole judge of what constitutes one event.
As respects losses resulting from Occupational or Industrial Disease or Cumulative Trauma, each employee shall be considered a separate Loss Occurrence subject to the following:
Losses resulting from Occupational or Industrial Disease or Cumulative Trauma suffered by employees of an insured for which the employer is liable, as a result of a sudden and accidental event not exceeding 72 hours in duration, shall be considered one Loss Occurrence and may be combined with losses classified as other than Occupational or Industrial Disease or Cumulative Trauma which arise out of the same event and the combination of such losses shall be considered as one Loss Occurrence within the meaning hereof.
Occupational or Industrial disease is any abnormal condition that fulfills all of the following conditions:
1. | It is not traceable to a definite compensable accident occurring during the employees past or present employment. |
2. | It has been caused by exposure to a disease producing agent or agents present in the workers occupational environment. |
3. | It has resulted in death or disability. |
Cumulative Trauma is an injury that fulfils all of the following conditions:
1. | It is not traceable to a definite compensable accident occurring during the employees past or present employment and shall be as defined by applicable statutes or regulations. |
2. | It has occurred from and has been aggravated by a repetitive employment related activity. |
3. | It has resulted in death or disability. |
F. | Net Earned Premium |
Net Earned Premium as used herein is defined as the gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract, less dividends paid or accrued.
G. | Written Premium |
Written Premium as used herein is defined as used in the companys data system.
H. | Policy |
Policy or Policies as used herein shall mean the Companys binders, policies and contracts providing insurance or reinsurance on the classes of business covered under this Contract.
I. | Contract Year |
Contract Year as used herein shall mean each 12-month period as follows:
1. | Contract Year 1: 12:01 a.m., Standard Time, January 1, 2014 (as set forth in the Companys policies) to 12:0 I a.m., Standard Time, January 1, 2015. |
2. | Contract Year 2: 12:01 a.m., Standard Time, January 1, 2015 (as set forth in the Companys policies) to 12:01 a.m., Standard Time, January 1, 2016. |
3. | Contract Year 3: 12:01 a.m., Standard Time, January 1, 2016 (as set forth in the Companys policies) to 12:01 a.m., Standard Time, January 1, 2017. |
J. | Policy Year Manual Payroll (excluding clerical) |
Policy Year Manual Payroll (excluding clerical) shall mean manual payroll as used for applying manual premium rates for policies incepting or renewed during the calendar year excluding manual payroll for Manual Class Codes 8810 and 953. The 2013 Policy year manual payroll (excluding clerical) is estimated to be $4,283,000.000.
K. | Ultimate Net Loss |
Ultimate Net Loss shall mean the actual loss, including but not limited to ex gratia payments, any pre-judgment interest which is included as part of the award or judgment, Second Injury Fund assessments that can be allocated to specific claims, Loss Adjustment Expense, 90% of Loss in Excess of Policy Limits, and 90% of Extra Contractual Obligations, paid or to be paid by the Company on its net retained liability after making deductions for all recoveries, subrogations and all claims on inuring reinsurance, whether collectible or not; provided, however, that in the event of the insolvency of the Company, payment by the Reinsurer shall be made in accordance with the provisions of the INSOLVENCY ARTICLE. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Companys Ultimate Net Loss has been ascertained.
Notwithstanding the definition of Ultimate Net Loss herein, the provisions of
paragraph C of the COVERAGE ARTICLE as respects the Minnesota Workers Compensation Reinsurance Association shall apply.
ARTICLE V
TERRITORY
The territorial limits of this Contract shall be identical with those of the Companys Policies.
ARTICLE VI
EXCLUSIONS
A. | This Contract does not apply to and specifically excludes the following: |
1. | Reinsurance assumed by the Company under obligatory reinsurance agreements, except: |
a. | Agency reinsurance where the policies involved are to be reunderwritten in accordance with the underwriting standards of the Company and reissued as Company policies at the next anniversary or expiration date; and |
b. | Intercompany reinsurance between any of the reinsured companies under this Contract. |
2. | Nuclear risks as defined in the Nuclear Incident Exclusion Clause Liability Reinsurance - U.S.A. (NMA 1590 21/9/67) attached hereto. |
3. | Liability as a member, subscriber or reinsurer of any Pool, Syndicate or Association, including Assigned Risk Plans or similar plans; however, this exclusion shall not apply to liability under a Policy specifically designated to the Company from an Assigned Risk Plan or similar plan. |
4. | All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any Insolvency Fund. Insolvency Fund includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part. |
5. | Any Act of Terrorism directly or indirectly involving the use of nuclear, chemical, biological or radiological devices. |
6. | Workers Compensation where the principal exposure, as defined by the governing class code, is: |
a. | Operation of aircraft, but only if the annual estimated policy premium is $250,000 or more; |
b. | Operation of Railroads, subways or street railways; |
c. | Manufacturing, assembly, packing or processing of fireworks, fuses, nitroglycerine, magnesium, pyroxylin, ammunition or explosives. This exclusion does not apply to the assembly, packing or processing of explosives when the estimated annual premium is under $250,000 and does not apply to the commercial use of explosives |
d. | Underground mining. |
7. | All excess of loss reinsurance assumed by the Company. |
8. | Business written by the Company on a co-indemnity basis where the Company is not the controlling carrier. |
9. | As regards interests which at the time of loss or damage are on shore, no liability shall attach hereto in respect to any loss or damage which is occasioned by war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, or martial law or confiscation by order of any government or public authority. This War Exclusion Clause shall not, however, apply to interests which at time of loss or damage are within the territorial limits of the United States of America (comprising the Fifty States of the Union, the District of Columbia and including bridges between the United States of America and Mexico provided they are under United States ownership), Canada, St. Pierre and Miquelon, provided such interests are insured under policies containing a standard war or hostilities or warlike operations exclusion clause. |
B. | Notwithstanding the foregoing, any reinsurance falling within the scope of one or more of the exclusions set forth above that is specially accepted by the Reinsurer from the Company shall be covered under this Contract and be subject to the terms hereof. |
C. | Should a court of competent jurisdiction invalidate any exclusion or expand coverage of the original Policy of the Company, any amount of Loss for which the Company would not be liable, except for such invalidation or expansion of coverage, shall not be subject to any of the exclusions, conditions and limitations hereinafter set forth under this Contract. |
ARTICLE VII
TERRORISM ACT RECOVERIES
A. | Any financial assistance the Company receives under the Terrorism Risk Insurance Act of 2002 (as amended by the Terrorism Risk Insurance Extension Act of 2005 and by the Terrorism Risk Insurance Program Reauthorization Act of 2007) and any other replacements, extensions or amendments thereto (hereinafter TRIA), shall apply as follows: |
1. | Except as provided in subparagraph 2 below, any such financial assistance shall inure solely to the benefit of the Company and shall be entirely disregarded in applying all of the provisions of this Contract. |
2. | If losses occurring hereunder result in recoveries made by the Company both under this Contract and under TRIA, and such recoveries, together with any other reinsurance recoveries made by the Company applicable to said losses, exceed the total amount of the Companys insured losses, any amount in excess thereof shall reduce the Ultimate Net Loss subject to this Contract for the losses to which the TRIA financial assistance applies. These recoveries shall be returned in proportion to each Reinsurers paid share of the loss. |
B. | Nothing herein shall be construed to mean that the losses under this Contract are not recoverable from the Reinsurer until the Company has received financial assistance under TRIA. |
ARTICLE VIII
COVERAGE
A. | Part A |
With respect to Contract Year 1, the Reinsurer shall be liable for the amount of Ultimate Net Loss in excess of the Companys retention, being $2,000,000 each Loss Occurrence, subject to a limit of liability to the Reinsurer of $3,000,000 each Loss Occurrence. With respect to Contract Year 2 and Contract Year 3, the Reinsurer shall be liable for the amount of Ultimate Net Loss in excess of the Companys retention, being $2,000,000 each Loss Occurrence, subject to a limit of liability to the Reinsurer of $8,000,000 each Loss Occurrence. No paid recovery shall be made under this Part A unless and until the Company shall have first satisfied an annual aggregate deductible in respect of all cumulative paid losses otherwise recoverable under this Part A equal to the greater of 1.5% of Net Earned Premium or $3,961,200 for the applicable Contract Year. The Reinsurers liability in respect of all losses occurring during anyone Contract Year of this Contract shall not exceed the lesser of:
i) | 3.5% of Net Earned Premium, or |
ii) | $13,900,000 |
with respect to Contract Year 1, and
i) | 5.0% of Net Earned Premium for the applicable Contract Year, or |
ii) | $20,800,000 with respect to Contract Year 2, and |
$21,800,000 with respect to Contract Year 3.
The Reinsurers liability in respect of all losses occurring during the term of this Contract shall not exceed the lesser of:
i) | 3.02% of Net Earned Premium for all Contract Years over the term of this Contract, or |
ii) | $37,700,000. |
Part B
With respect to Contract Year 2 and Contract Year 3, the Reinsurer shall be liable for the amount of Ultimate Net Loss in excess of the Companys retention, being $2,000,000 each Loss Occurrence, subject to a limit of liability to the Reinsurer of $8,000,000 each Loss Occurrence. No paid recovery shall be made under this Part B unless and until the Company shall have first satisfied an annual aggregate deductible in respect of all cumulative paid losses otherwise recoverable under this Part B equal to the sum of i) the annual aggregate deductible under Part A as calculated above plus ii) 5.0% of Net Earned Premium for the applicable Contract Year. The Reinsurers liability in respect of all losses occurring during anyone Contract Year of this Contract shall not exceed the lesser of:
i) | 3.0% of Net Earned Premium for the applicable Contract Year, or |
ii) | $12,500,000 with respect to Contract Year 2, and |
$13,100,000 with respect to Contract Year 3.
The Reinsurers liability in respect of all losses occurring during the term of this Contract shall not exceed the lesser of:
i) | 1.5% of the sum of Net Earned Premium for Contract Year 2 and Contract Year 3, or |
ii) | $13,100,000. |
For avoidance of doubt, this Contract shall be subject to a Loss Occurrence limit equal to $3,000,000 for Contract Year 1 and $8,000,000 for Contract Year 2 and Contract Year 3 and shall be inclusive of all indemnity, Extra Contractual Obligations, Loss in Excess of Policy Limits amounts and Loss Adjustment Expenses recoverable under this Contract with respect to each Loss Occurrence.
B. | The Company shall be permitted to purchase (or maintain) other reinsurance which inures to the benefit of this Contract. |
C. | The Company shall be permitted to carry excess of loss reinsurance applying to Workers Compensation risks in the State of Minnesota, actual recoveries under which shall inure to the benefit of this Contract. Such coverage shall be provided through the Minnesota Workers Compensation Reinsurance Association. Notwithstanding the treatment of inuring coverage in the definition of Ultimate Net Loss, the liability of the Reinsurer for Minnesota Workers Compensation risks is not released. |
ARTICLE IX
MATERIAL CHANGE
The Company shall not introduce material changes in its generally established practices, including but not limited to claims, acceptance and underwriting policies, its inuring reinsurance protection and loss reserving process (including the allocation of loss adjustment expenses between allocated and unallocated) in any manner which materially affects this Contract, unless the Company has received the prior written approval from the Reinsurer.
A. | Prior to the start of each of Contract Year 2 and Contract Year 3, a determination shall be made as respects whether a Material Change to the underlying Business Covered by this Contract has occurred. |
B. | The Company shall provide to Reinsurer, no later than October 15 of each of 2014 and 2015, a schedule of Written Premium in total and for the Governing Class Groups enumerated in subparagraph 5 below. Written Premium for purposes of this Article shall be: |
1. | With respect to the determination for Contract Year 2: actual Written Premium from the effective date of this Contract, being January 1, 2014 through September 30, 2014 plus projected Written Premium from October 1, 2014 through December 31, 2015, and |
2. | With respect to the determination for Contract Year 3: actual Written Premium from the effective date of this Contract, being January 1, 2014 through September 30, 2015 plus projected Written Premium from October 1, 2015 through December 31, 2016. |
3. | To the extent that the ratio of Written Premium for each of the Governing Class Groups enumerated in subparagraph 5 below to Written Premium in total, both figures as calculated above, is within the applicable ranges listed in subparagraph 5, no Material Change in Business Covered shall have been deemed to occur and the operation of this Contract shall continue without change or modification. |
4. | To the extent that the ratio of Written Premium for any of the Governing Class Groups enumerated in subparagraph 5 below to Written Premium in total, both figures as calculated above, is outside the applicable ranges listed in subparagraph 5, 01 to the extent that the Logging component of the Lumber Governing Class Group exceeds five percentage points of Written Premium in total, a Material Change in Business Covered shall have been deemed to occur. |
5. | The Governing Class Groups and their applicable ranges shall be as follows: |
Construction - No less than 20% nor more than 50%
Trucking - No less than 2.5% nor more than 35%
Lumber - No less than 2.5% nor more than 17.5%
Roofing - No less than 2.5% nor more than 17.5%
Manufacturing - No less than 1.0% nor more than 15%.
All such ratios being calculated as total Written Premium for the enumerated Governing Class Groups as calculated under paragraph B above for the period specified therein divided by total Written Premium for all Governing Class Groups as calculated under paragraph B above for the period specified therein.
C. | The Company shall provide to Reinsurer, no later than October 15 of each of 2014 and 2015, a calculation of Policy Year Manual Payroll (excluding clerical) for the current Contract Year. Policy Year Manual Payroll (excluding clerical) for purposes of this Article shall be: |
1. | With respect to the determination for Contract Year 2: actual policy year manual payroll from the effective date of this Contract, being January 1,2014 through September 30, 2014 plus projected policy year manual payroll from October 1,2014 through December 31, 2014, in each case excluding policy year manual payroll in Manual Class Codes 8810 and 953, and |
2. | With respect to the determination for Contract Year 3: actual policy year manual payroll from the first day of Contract Year 2, being January 1, 2015 through September 30, 2015 plus projected policy year manual payroll from October 1, 2015 through December 31, 2015, in each case excluding policy year manual payroll in Class Codes 8810 and 953. |
3. | To the extent that Policy Year Manual Payroll (excluding clerical) as determined above for Contract Year 2 is less than or equal to $5,139,600,000, no Material Change in Business Covered shall have been deemed to occur and the operation of this Contract shall continue without change or modification. |
4. | To the extent that Policy Year Manual Payroll (excluding clerical) as determined above for Contract Year 2 is more than $5,139,600,000, a Material Change in Business Covered shall have been deemed to occur. |
5. | To the extent that Policy Year Manual Payroll (excluding clerical) as determined above for Contract Year 3 is less than or equal to $5,782,050,000, no Material Change in Business Covered shall have been deemed to occur and the operation of this Contract shall continue without change or modification. |
6. | To the extent that Policy Year Manual Payroll (excluding clerical) as determined above for Contract Year 3 is more than $5,782,050,000, a Material Change in Business Covered shall have been deemed to occur. |
D. | A Material Change shall have been deemed to occur if the Company acquires, during the term of this Contract, any insurance or reinsurance company having annual subject premium of $20,000,000 or more. |
E. | If a Material Change has been deemed to occur under paragraphs B, C or D above for any Contract Year, Company and Reinsurer shall mutually agree to such modifications of this contract as shall be deemed necessary to reflect the Material Change, including but not limited to, changes in Exclusions, Reinsurance Premium, the Companys annual aggregate deductible, the Reinsurers fixed expenses or any other Contract features or the adoption of new limitations or changes in coverage. |
F. | If a Material Change has been deemed to occur under paragraphs B or C above for either Contract Year 2 or Contract Year 3, and the Company and Reinsurer are not able to mutually agree to the necessary modifications described in paragraph E above, then the Reinsurer may cancel the Contract at the end of Contract Year I or Contract Year 2 as applicable, by the provision of 45 calendar days prior written notice by certified mail. If such notice of cancellation is not received, the operation of this Contract shall continue without change. |
G. | In the event of termination in accordance with paragraph F, above, paragraph C of the SPECIAL TERMINATION ARTICLE shall apply with respect to the calculation of the contract terms listed therein. |
H. | If a Material Change has been deemed to occur under paragraph D above for any Contract Year and the Company and Reinsurer are not able to mutually agree to the necessary modifications described in paragraph E above, then this Contract shall not apply to the acquired company and any business written by such acquired company shall be excluded. |
ARTICLE X
REINSURANCE PREMIUM
A. | As premium for the reinsurance provided hereunder, the Company shall pay the Reinsurer 2.1% of its Net Earned Premium for each Contract Year during the term of this Contract, subject to a minimum annual premium of $5,546,000. |
B. | The Company shall pay the Reinsurer a deposit premium of $6,932,000 for Contract Year 1; $7,279,000 for Contract Year 2; and $7,643,000 for Contract Year 3. The deposit premium for each Contract Year will be paid in four equal installments on each January 1, April 1, July 1 and October 1 of the respective Contract Year. |
C. | The Reinsurer shall allow the Company a 30.0% commission on all premiums ceded to the Reinsurer hereunder. The Company shall allow the Reinsurer return commission on return premiums at the same rate. |
D. | Within 90 days after the expiration of each Contract Year, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder, computed in accordance with paragraph A, and any additional premium due the Reinsurer or return premium due the Company shall be remitted within 15 days of receipt of such report. |
ARTICLE XI
FUNDS WITHHELD ACCOUNT
A. |
At the subscribing reinsurers option, the Company shall retain any and all Reinsurance Premiums due hereunder on a Funds Withheld basis, provided however that payment of the subscribing reinsurers fixed expenses at a rate of 22.5% of the Reinsurance Premium shall |
be paid in cash to the subscribing reinsurer at such time as the respective Reinsurance Premiums are due and shall not be affected by the terms of this FUNDS WITHHELD ACCOUNT ARTICLE. |
B. | In consideration of the subscribing reinsurer choosing this Funds Withheld option, the Company agrees (i) to calculate a Notional Funds Withheld Account Balance from the inception of this Contract until there is a complete and final release of all of the Reinsurers obligations to the Reinsured under this Contract and (ii) that the Notional Funds Withheld Account Balance (as defined below) may be offset by the Reinsurer against liability of any nature whatsoever (whether then contingent, due and payable, or in the future becoming due) that it may then have, or in the future may have, under this Contract and (iii) such offset shall occur as a condition precedent to any payments by the Reinsurer hereunder. |
C. | As of the close of each calendar quarter, and at any other time as required, the Company shall calculate the balance of the Notional Funds Withheld Account as follows: |
1. | 100% of the balance of the Notional Funds Withheld Account from the immediately preceding calendar quarter (at the Inception Date of this Contract, the starting balance is zero); less |
2. | 100% of the Companys Ultimate Net Loss paid or deemed paid by the Reinsurer since the preceding calendar quarter; plus |
3. | The Reinsurance Premium deemed received by the Reinsurer since the preceding calendar quarter; less |
4. | The Ceding Commission deemed paid by the Reinsurer since the preceding calendar quarter; less |
5. | The Reinsurers fixed expenses at a rate of 22.5% of (3); plus |
6. | The interest credit since the preceding calendar quarter. Such interest credit shall be equal to the result of the interest crediting rate applied to the quarter end sum of [1 minus 2 plus 3 minus 4 minus 5]. |
The interest crediting rate shall be equal to one fourth (.25) of the greater of:
a. | The five (5) year U.S. Treasury note rate as published in the Wall Street Journal on the first business day of each Contract Year minus fifty (50) basis points, or |
b. | 4.0%. |
E. | If the Contract has not been commuted by December 31, 2019, a subscribing reinsurer may terminate the Funds Withheld election under this FUNDS WITHHELD ACCOUNT ARTICLE at their option on July 1, 2020 or on each January 1st or July 1st subsequent to that date (the Reversion Date) by giving 90 days written notice to the Company. |
Following receipt of written notice to terminate the Funds Withheld election, the Company will calculate the Notional Funds Withheld Account Balance as of the Reversion Date and remit such balance to the reinsurer within 15 days. Subsequent to such termination, the Notional Experience Account Balance will be calculated on a funds transferred basis.
F. | A subscribing reinsurer may terminate the Funds Withheld election under this FUNDS WITHHELD ACCOUNT ARTICLE by giving 15 days written notice to the Company upon the happening of any one of the following circumstances: |
1. | A State Insurance Department or other legal authority orders the Company to cease writing business, or |
2. | The Company has become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the subscribing reinsurers operations previously, or |
3. | The Company receives an A. M. Best rating of lower than B + +, or |
4. | American Interstate Insurance Companys total adjusted capital is less than 225% of its authorized control level risk based capital. |
Following receipt of written notice to terminate the Funds Withheld election, the Company will calculate the Notional Funds Withheld Account Balance as of that date and remit such balance to the reinsurer within 15 days. Subsequent to such termination, the Notional Experience Account Balance will be calculated on a funds transferred basis.
G. | For all avoidance of doubt, it is intended that if a subscribing reinsurer chooses the Funds Withheld option as described above then the Notional Funds Withheld Account Balance as calculated above at any date shall equal the subscribing reinsurers share of the Notional Experience Account, as calculated in the NOTIONAL EXPERIENCE ACCOUNT ARTICLE as of that same date. |
ARTICLE XII
NOTICE OF LOSS AND LOSS SETTLEMENTS
All loss settlements made by the Company that are within the terms and conditions of this Contract (including but not limited to ex gratia payments) shall be binding upon the Reinsurer, and the Reinsurer agrees to pay all amounts for which it may be liable upon receipt of satisfactory evidence of the amount paid by the Company. Upon receipt of the Summary Report as described below in the REPORTS AND REMITTANCES ARTICLE, the Reinsurer agrees to promptly payor allow, as the case may be, its share of each such settlement in accordance with this Contract.
ARTICLE XIII
LIABILITY OF REINSURERS
All reinsurances for which the Reinsurer shall be liable by virtue of this Contract shall be subject in all respects to the same rates, terms, conditions, interpretations and waivers and to the same modifications, alterations, and cancellations, as the respective policies to which such reinsurances relate, the true intent of the parties to this Contract being that the Reinsurer shall follow the fortunes of the Company.
ARTICLE XIV
LATE PAYMENTS
(The provisions of this article shall not be implemented unless specifically invoked, in writing, by one of the parties to the Contract.)
A. | In the event any premium, loss or other payment due either party is not received by the Intermediary hereunder by the payment due date, the party to whom payment is due may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows: |
1. | The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times |
2. | 1/365ths of a rate equal to the 90-day Treasury Bill rate as published in The Wall Street Journal on the first business day following the date a remittance becomes due plus 300 basis points; times |
3. | The amount past due, including accrued interest. |
It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary.
B. | The establishment of the due date shall, for purposes of this Article, be determined as follows: |
1. | As respects the payment of deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. |
2. | As respects any claim or loss payment due the Company, the due date shall be as provided for in the applicable section of this Contract. |
3. | As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Contract. |
C. | For purposes of interest calculation only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary. The validity of any claim or payment may be contested under the provisions of this Contract. If the debtor party prevails in arbitration, or any other proceeding, there shall be no interest penalty due. Otherwise, any interest will be calculated and due as outlined above. |
D. | Interest penalties arising out of the application of this Article that are $100 or less from any party shall be waived unless there is a pattern of late payments consisting of three or more items over the course of any 12-month period. |
ARTICLE XV
REPORTS AND REMITTANCES
A. | Quarterly Reports and Remittances: |
1. | While this Contract is in force, within 60 calendar days from the end of each calendar quarter, the Company shall supply to the Reinsurer a Quarterly Statement, as filed with the Nebraska Department of Insurance and a Summary Report listing: |
a. | The Companys quarterly Net Earned Premium. |
b. | The aggregate amount of Ultimate Net Loss, including paid, case outstanding, and IBNR components of this total. |
c. | The portion of paid, case outstanding, and IBNR Ultimate Net Loss ceded under this Contract from inception of this Contract and for the quarter. |
d. | Claims reserved by the Company at 50% of its retention hereunder. |
e. | A report showing the Notional Funds Withheld Account Balance as calculated in the FUNDS WITHHELD ACCOUNT ARTICLE (if applicable). |
All for business covered during the term of this Contract as reflected in the Quarterly Statement.
2. | While this contract is in force, within 60 calendar days from the end of each calendar quarter, the subscribing reinsurers shall supply to the Company a report showing the Notional Experience Account Balance as calculated in the NOTIONAL EXPERIENCE ACCOUNT ARTICLE. |
3. | Quarterly within 5 business days from the beginning of each calendar quarter, the Company shall pay to the Reinsurer the reinsurance premium as stipulated in the REINSURANCE PREMIUM ARTICLE. |
4. | Payment to the Company of quarterly ceded paid loss amounts due from the Reinsurer, or payment to the Reinsurer of quarterly ceded paid loss adjustments due from the Company, shall be in arrears and shall be made within 45 calendar days from actual receipt by the Reinsurer of the Summary Report in paragraph A.l, above. |
B. | The Company shall furnish to the Reinsurer, upon its written request, any and all actuarial, accounting or statistical data as may be required by the Reinsurer for regulatory filing purposes, reserve setting or any other reasonable purpose. |
ARTICLE XVI
COMMUTATION
A. | The Reinsurer may cancel and commute this Contract at any time with 90 calendar days advance written notice by certified mail, but only in the event(s) of: |
1. | Payment by the Reinsurer of the overall aggregate limit; or |
2. | Failure by the Company to pay any amounts when due under this Contract, if such default is not cured within 30 calendar days following receipt by certified mail by the Company of notice of such default from the subscribing reinsurer. |
B. | At any time after expiration or termination of this Contract the Company may commute this Contract with 90 calendar days advance written notice by certified mail, but only if the Notional Experience Account balance is greater than zero. |
C. | As provided within the SPECIAL TERMINATION ARTICLE, upon the Companys termination of a subscribing reinsurers share in the Contract upon the happening of anyone of the enumerated circumstances, the Company has the option, but not the obligation, to commute this Contract with written notice. |
D. | Upon Commutation by the Reinsurer in accordance with paragraph A, above, or Commutation by the Company in accordance with paragraph B, above, the following shall occur: |
1. | The Notional Experience Account balance shall be calculated, as stipulated in the NOTIONAL EXPERIENCE ACCOUNT ARTICLE, as of the date of commutation. If the date of commutation is prior to December 31, 2019, the Notional Experience Account balance shall be calculated using a reinsurers fixed expense rate of 21.5% in place of the 22.5% indicated in the NOTIONAL EXPERIENCE ACCOUNT ARTICLE. Under such circumstances, this same 21.5% rate shall also be used in calculating the balance of the Funds Withheld Account under the FUNDS WITHHELD ACCOUNT ARTICLE such that the two account balances for any subscribing reinsurer that has elected the Funds Withheld option shall be equal. |
2. | The Commutation Settlement Amount will be equal to the amount under paragraph D.1, above, and the Reinsurer shall remit to the Company this Commutation Settlement Amount within 5 U.S. business days following such calculation. |
3. | Upon receipt of the Commutation Settlement Amount, the Company shall provide the Reinsurer with a complete and final release of any further liability under this Contract, or so deemed; concurrently, the Company shall release any Letters of Credit provided by the Reinsurer under the UNAUTHORIZED REINSURANCE ARTICLE. In the event that any or all Letters of Credit have not been released within 5 business days of the receipt of the Commutation Settlement Amount, it is agreed that the Reinsurer can bill the Company at any time and the Company has to pay to the Reinsurer an annualized fee of 200 bps on the amount of any Letters of Credit not released 5 business days after the receipt of the Commutation Settlement Amount. |
E. |
Upon Commutation by the Company in accordance with paragraph C above and the SPECIAL TERMINATION ARTICLE, the Commutation Settlement Amount shall be the greater of the |
amount calculated in paragraph D or the net present value of outstanding ceded reserves including incurred but not reported losses. |
If the Reinsurer disputes the Commutation Settlement Amount established by the Company under this paragraph E, then such dispute shall be settled by a panel of three actuaries, one to be chosen by each party and the third by the two so chosen. If either party refuses or neglects to appoint an actuary within 30 days, the other party may appoint two actuaries. If the two actuaries fail to agree on the selection of a third actuary within 30 days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All the actuaries shall be Fellows of the Casualty Actuarial Society or members of the American Academy of Actuaries. All of the actuaries shall be independent of either party to this Contract. Each party shall bear the cost of their appointed actuary (or actuary appointed for them if they fail to make a timely appointment) and shall share the cost evenly of the third actuary.
The settlement agreed upon by a majority of the panel of actuaries shall be final and binding on both parties and set forth in a sworn written document expressing their professional opinion that said value is fair for the complete mutual release of all liabilities in respect of such reserves.
ARTICLE XVII
NOTIONAL EXPERIENCE ACCOUNT
As of the close of each calendar quarter, and at any other time as stipulated in the COMMUTATION ARTICLE, the subscribing reinsurer shall calculate the value of the Notional Experience Account as follows:
1. | 100% of the balance of the Notional Experience Account from the immediately preceding calendar quarter (at the Inception Date of this Contract, the starting balance is zero); less |
2. | 100% of the Companys Ultimate Net Loss paid by the Reinsurer since the preceding calendar quarter; plus |
3. | The Reinsurance Premium received by the Reinsurer since the preceding calendar quarter; less |
4. | The Ceding Commission paid by the Reinsurer since the preceding calendar quarter; less |
5. | The Reinsurers fixed expenses at a rate of 22.5% of (3); plus |
6. | The interest credit since the preceding calendar quarter. Such interest credit shall be equal to the result of the interest crediting rate applied to the quarter end sum of [1 minus 2 plus 3 minus 4 minus 5]. |
The interest crediting rate shall be equal to one fourth (0.25) of:
a. | The five (5) year U.S. Treasury note rate as published in the Wall Street Journal on the first business day of each Contract Year minus fifty (50) basis points if the subscribing reinsurer elects to receive premium on a funds transferred basis, or |
b. | The greater of the five (5) year U.S. Treasury note rate as published in the Wall Street Journal on the first business day of each Contract Year minus fifty (50) basis points, or 4.0% if the subscribing reinsurer elects the provisions of the FUNDS WITHHELD ACCOUNT ARTICLE. |
ARTICLE XVIII
ANNUITIES AT THE COMPANYS OPTION
A. | Whenever the Company is required, or elects, to purchase an annuity or to negotiate a structured settlement, either in satisfaction of a judgment or in an out-of-court settlement or otherwise, the cost of the annuity or the structured settlement, as the case may be, shall be deemed part of the Companys Ultimate Net Loss. |
B. | The terms annuity or structured settlement shall be understood to mean any insurance policy, lump sum payment, agreement or device of whatever nature resulting in the payment of a lump sum by the Company in settlement of any or all future liabilities which may attach to it as a result of an occurrence. |
C. | In the event the Company purchases an annuity which insures in whole or in part to the benefit of the Reinsurer, it is understood that the liability of the Reinsurer is not released thereby. In the event the Company is required to provide benefits not provided by the annuity for whatever reason, the Reinsurer shall pay its share of any loss. |
ARTICLE XIX
SUNSET
Seven (7) years after the expiration of this Contract (i.e., January 1,2024), the Company shall advise the Reinsurer of any Loss Occurrences attaching to this Contract which have not been finally settled and which may result in a claim by the Company under this Contract. No liability shall attach hereunder for any claim or claims not reported to the Reinsurer within this 7-year period. If a loss arising out of a Loss Occurrence is reported during this period, all losses arising out of the same Loss Occurrence shall be deemed reported under this paragraph regardless of when notification of loss is provided.
If the Notional Experience Account balance is positive and the Company does not commute this Contract on or before December 31, 2023, the Company shall pay to the Reinsurer in cash each January 1, beginning January 1, 2024, an annual charge equal 200 basis points times the then current balance in the Notional Experience Account.
ARTICLE XX
SUBROGATION
The Reinsurer shall be credited with subrogation or salvage recoveries (i.e., reimbursement obtained or recovery made by the Company, less Loss Adjustment Expense incurred in obtaining such reimbursement or making such recovery) on account of claims and settlements involving reinsurance hereunder. Subrogation or salvage recoveries thereon shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company, at its sole option and discretion, may enforce its rights to subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and may prosecute all claims arising out of such rights.
ARTICLE XXI
ERRORS AND OMISSIONS
Any inadvertent delay, omission or error shall not be held to relieve either party hereto from any liability which would attach to it hereunder if such delay, omission or error had not been made, provided such omission or error is rectified upon discovery.
ARTICLE XXII
OFFSET
The Company and each subscribing reinsurer may offset any balance or amount due from one party to the other under this Contract or any other contract heretofore or hereafter entered into between the Company and such subscribing Reinsurer, whether acting as assuming reinsurer or ceding company. The party asserting the right of offset may exercise such right any time whether the balances due are on account of premiums or undisputed losses or otherwise.
ARTICLE XXIII
CURRENCY
A. | Whenever the word Dollars or the S sign appears in this Contract, they shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars. |
B. | Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company. |
ARTICLE XXIV
TAXES
In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the United States of America, the District of Columbia or Canada.
ARTICLE XXV
FEDERAL EXCISE TAX
(Applicable to those subscribing reinsurers, excepting subscribing reinsurers exempt from Federal Excise Tax, who are domiciled outside the United States of America.)
A. | The subscribing reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such premium is subject to the Federal Excise Tax. |
B. | In the event of any return of premium becoming due hereunder the subscribing reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government. |
ARTICLE XXVI
NET RETAINED LINES
A. | This Contract applies only to that portion of any Policy which the Company retains net for its own account and, in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of business covered which the Company retains net for its own account shall be included. |
B. | The amount of the Reinsurers liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. |
ARTICLE XXVII
THIRD PARTY RIGHTS
This Contract is solely between the Company and the Reinsurer, and in no instance shall any other party have any rights under this Contract except as expressly provided otherwise in the INSOLVENCY ARTICLE.
ARTICLE XXVIII
SEVERABILITY
If any provision of this Contract shall be rendered illegal or unenforceable by the laws or regulations of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of any other provision of this Contract or the enforceability of such provision in any other jurisdiction.
ARTICLE XXIX
GOVERNING LAW
This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Nebraska, exclusive of that states rules with respect to conflicts of law, except as to rules with respect to credit for reinsurance in which case the applicable rules of all states shall apply.
ARTICLE XXX
ACCESS TO RECORDS
The Reinsurer or its designated representatives shall have access to and can make reasonable copies of the books and records of the Company on matters relating to this reinsurance at all reasonable times for the purpose of obtaining information concerning this Contract or the subject matter hereof.
ARTICLE XXXI
CONFIDENTIALITY
The Reinsurer, except with the express prior written consent of the Company, shall not directly or indirectly, communicate, disclose or divulge to any affiliated company, or to any third party, any knowledge or information that may be acquired either directly or indirectly during the placement of this contract or obtained as a result of a claims or underwriting the inspection of the Companys books, records and papers for the purpose of this Contract. The restrictions as outlined in this Article shall not apply to communication or disclosures that the Reinsurer is required to make to its statutory auditors, retrocessionaires, legal counsel, consulting actuaries, arbitrators involved in any arbitration procedures under this Contract or disclosures required upon subpoena or other duly-issued order of a court or other governmental agency or regulatory authority.
The following information shall not be subject to this Article:
Information that is or becomes publicly available or in the public domain, unless due to an unauthorized act or omission on the part of the Reinsurer or by other persons permitted to receive such information under this Article, in violation of this Contract.
Information in the possession of the Reinsurer or any other persons permitted to receive such information under this Article that prior to disclosure by the Company, was not known by the Reinsurer to have been provided on a confidential basis.
Information that was independently created or derived by the Reinsurer without reference to or reliance upon confidential information.
ARTICLE XXXII
INSOLVENCY
A. |
In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable |
provision for verification, on the basis of reported claims allowed by the liquidation court without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. |
B. | It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except (I) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and in substitution for the obligations of the Company to such payees. |
C. | In the event of the insolvency of any company or companies listed in the designation of Company under this Contract, this Article shall apply only to the insolvent company or companies. |
ARTICLE XXXIII
ARBITRATION
A. | As a condition precedent to any right of action hereunder, any irreconcilable dispute arising out of the interpretation, performance or breach of this Contract, including the formation or validity thereof, whether arising before or after the expiry or termination of the Contract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration will be in writing and sent by certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the party demanding arbitration. |
B. | The Company shall have the option to either litigate or arbitrate where: |
1. | The Reinsurer makes any allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or |
2. | The Reinsurer experiences any of the circumstances set forth in subparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE. |
C. | One arbitrator shall be appointed by each party. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the second arbitrator. |
D. | The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. If the 2 arbitrators are unable to agree upon the third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days of being requested to do so, either party may request a district court judge of the federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area to select the third arbitrator from a list of 6 individuals (3 named by each arbitrator previously appointed). All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyds, London. |
E. | Within 30 days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in Omaha, Nebraska but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Nebraska. The decision of any 2 arbitrators when rendered in writing shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. |
F. | The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. 1udgment upon the award may be entered in any court having jurisdiction thereof. |
G. | If more than one subscribing reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such subscribing reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the subscribing reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such subscribing reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the subscribing reinsurers under the terms of this Contract from several to joint. |
H. |
Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and |
expenses as it considers appropriate, including but not limited to attorneys fees, to the extent permitted by law. |
ARTICLE XXXIV
UNAUTHORIZED REINSURANCE
(Applies only to a subscribing reinsurer who does not qualify for full credit with any insurance regulatory authority having jurisdiction over the Companys reserves.)
A. | As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for losses covered hereunder which it shall be required by law to set up, it will forward to the subscribing reinsurer a statement showing the proportion of such reserves which is applicable to the subscribing reinsurer. The subscribing reinsurer hereby agrees to fund such reserves in respect of known outstanding losses that have been reported to the subscribing reinsurer and allocated loss adjustment expense relating thereto, losses and allocated loss adjustment expense paid by the Company but not recovered from the subscribing reinsurer, plus reserves for losses incurred but not reported as per the Companys statutory accounts, unearned premium and any positive Notional Experience Account balance accrued by the Company, as shown in the statement prepared by the Company (hereinafter referred to as subscribing reinsurers obligations) by funds withheld, cash advances, qualified trust, or a Letter of Credit. The subscribing reinsurer shall have the option of determining the method of funding provided it is acceptable to the insurance regulatory authorities having jurisdiction over the Companys reserves. All costs associated with the method of funding shall be borne solely by the subscribing reinsurer. However, where the subscribing reinsurer elects and continues to fund under the FUNDS WITHHELD ACCOUNT article, the Company shall bear the cost associated with any funding that is required in excess of the funds withheld account. |
B. | When funding by a Letter of Credit, the subscribing reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit issued by a bank and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Companys reserves in an amount equal to the subscribing reinsurers proportion of said reserves. Such Letter of Credit shall be issued for a period of not less than one year, and shall be automatically extended for one year from its date of expiration or any future expiration date unless 30 days (60 days where required by insurance regulatory authorities) prior to any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to consider the Letter of Credit extended for any additional period. |
C. | The subscribing reinsurer and Company agree that the Letters of Credit provided by the subscribing reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company for the following purposes, unless otherwise provided for in a separate Trust Agreement: |
1. | To reimburse the Company for the subscribing reinsurers obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid; |
2. | To make refund of any sum which is in excess of tile actual amount required to pay the subscribing reinsurers obligations under this Contract; |
3. | To fund an account with the Company for the subscribing reinsurers obligations. Such cash deposit shall be held in an interest bearing account separate from the Companys other assets, and interest thereon not in excess of the prime rate shall accrue to the benefit of the subscribing reinsurer; |
4. | To pay the subscribing reinsurers share of any other amounts the Company claims are due under this Contract. |
In the event the amount drawn by the Company on any Letter of Credit is in excess of the actual amount required for subparagraph 1 or 3 or, in the case of subparagraph 4, the actual amount determined to be due, the Company shall promptly return to the subscribing reinsurer the excess amount so drawn. All of the foregoing shall be applied without diminution because of insolvency on the part of the Company or the subscribing reinsurer.
D. | The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the order of properly authorized representatives of the Company. |
E. | At quarterly intervals and immediately following each reinsurance premium payment, the Company shall prepare a specific statement of the subscribing reinsurers obligations, for the sole purpose of amending the Letter of Credit as set forth in subparagraphs 1 and 2 below. For avoidance of doubt, the subscribing reinsurers obligation under this paragraph E shall include any positive balance of the Notional Experience Account as calculated under the NOTIONAL EXPERIENCE ACCOUNT ARTICLE: |
1. | If the statement shows that the subscribing reinsurers obligations exceed the balance of credit as of the statement date, the subscribing reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the Company of an amendment to the Letter of Credit increasing the amount of credit by the amount of such difference. |
2. | If, however, the statement shows that the subscribing reinsurers obligations are less than the balance of credit as of the statement date, the Company shall, within 30 days after receipt of written request from the subscribing reinsurer, release such excess credit by agreeing to secure an amendment to the Letter of Credit reducing the amount of credit available by the amount of such excess credit. |
F. | With regard to funding in whole or in part by any Trust Account, it is agreed that the subscribing Reinsurer shall enter into a trust agreement and establish a Trust Account hereunder for the sole benefit of the Company with a trustee (Trustee). The Trustee and the trust agreement shall comply with all applicable requirements of regulatory authorities having jurisdiction over the Company. |
G. | The Reinsurer agrees that the assets deposited into the Trust Account shall consist only of currency of the United States of America, certificates of deposit issued by a United States bank and payable in United States legal tender, and investments of the types specified in paragraphs (l), (2), (3), (8) and (10) of Section 1404(a} of the New York Insurance Law, provided such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the Grantor or the Beneficiary (Authorized Investments). |
H. | The Reinsurer, prior to depositing assets with the Trustee, shall execute all assignments and endorsements in blank, and shall transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignments, in order that the Company, or the Trustee upon direction of the Company, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity. |
I. | The Reinsurer shall deposit in the Trust Account Authorized investments at least equal in value to one hundred percent (100%) of the Reinsurers Obligations (less the value of the balance of credit available under any Letter(s) of Credit). |
J. | At quarterly intervals and immediately following each reinsurance premium payment, the Company shall determine if the Trust Account is adequately funded with respect to the Companys liabilities reinsured under the Contract. If the Company determines that the fair market value of the Authorized Investments held in the Trust Account is less than one hundred percent (100%) of the Reinsurers Obligations, the Company shall send the Reinsurer a notice specifying the amount of the inadequacy and the Reinsurer shall deposit such amount in the Trust Account within 30 days of receipt of such notice. |
K. | All settlements of account under the Trust Agreement between the Company and Reinsurer shall be made in cash or its equivalent. |
L. | The Reinsurer and the Company agree that the assets in the Trust Account may be withdrawn by the Company at any time, notwithstanding any other provisions in the Contract, provided such assets are applied and utilized by the Company or any successor of the Company by operation of law, including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company, without diminution because of the insolvency of the Company or the Reinsurer, only for the following purposes: |
1. | To reimburse the Company for the Reinsurers share of the Obligations paid by the Company under the terms and provisions of the reinsured policies; |
2. |
To fund an account specifically established by the Company in an amount at least equal to the deduction, for reinsurance ceded, from the Companys liabilities ceded under this Contract. Such amount shall include, but not be limited to, amounts for policy reserves, |
and reserves for claims and losses incurred (including losses incurred but not reported); and |
3. | To pay any other amounts, consistent with the terms of this Contract, which the Company has calculated to be due to it. |
M. | If and to the extent that the laws and regulations governing the Companys right to obtain statutory financial statement credit for the reinsurance provided pursuant to this Contract are amended such that the Reinsurer is no longer required to secure 100% of its share of the Obligations, the Company acknowledges and agrees that the Reinsurers obligation to provide such security shall immediately and automatically be reduced to the extent permitted by such amended laws and regulations. |
ARTICLE XXXV
SERVICE OF SUIT
(This Article is applicable if the subscribing reinsurer is not domiciled in the United States of America and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities. This Article is not intended to conflict with or override the obligation of the parties to arbitrate their disputes in accordance with the ARBITRATION ARTICLE.)
A. | In the event of the failure of the subscribing reinsurer to pay any amount claimed to be due hereunder, the subscribing reinsurer, at the request of the Company, shall submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the subscribing reinsurers rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. The subscribing reinsurer, once the appropriate court is selected, whether such court is the one originally chosen by the Company and accepted by subscribing reinsurer or is determined by removal, transfer, or otherwise, as provided for above, shall comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against any of them upon this Contract, and shall abide by the final decision of such court or of any appellate court in the event of an appeal. |
B. | The Reinsurer agrees that service of process may be made upon it via certified registered mail at the address listed by such Reinsurer on its Interests and Liabilities Agreements attached hereto. Where the Reinsurer does not set forth the address of its agent for the service of process in its Interests and Liabilities Agreement or where such an address is given but is invalid, service may be made upon said Reinsurer via the law firm of Mendes and Mount, 750 Seventh Avenue, New York, NY 10019, regardless of where the lawsuit has been filed. |
C. |
Further, pursuant to any statute of any state, territory or district of the United States that makes provision therefor, the Reinsurer hereby designates the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceedings instituted by or on behalf of the Company or any beneficiary |
hereunder arising out of this Contract, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof. |
D. | Where an agent designated in Paragraph B is not permitted by the applicable law of a state with jurisdiction over the Company to accept service of process on behalf of the Reinsurer, and then the individual named in Paragraph C shall apply to the extent necessary to bring this Article into conformity with the law of said state. |
ARTICLE XXXVI
MODE OF EXECUTION
This Contract may be executed either by an original written ink signature of paper documents, by an exchange of facsimile copies showing the original written ink signature of paper documents, or by electronic signature by either party employing appropriate software technology as to satisfy the parties at the time of execution that the version of the document agreed to by each party shall always be capable of authentication and satisfy the same rules of evidence as written signatures. The use of anyone or a combination of these methods of execution shall constitute a legally binding and valid signing of this Contract. This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original.
ARTICLE XXXVII
ENTIRE AGREEMENT
This Contract shall constitute the entire agreement between the parties with respect to the business being reinsured hereunder. There are no understandings between the parties other than as expressed in this Contract. Any change or modification to this Contract shall be null and void unless made by amendment to this Contract and signed by both parties.
ARTICLE XXXVIII
INTERMEDIARY
Willis Re Inc., 15305 North Dallas Parkway, Suite 1100, Colonnade III, Addison, Texas 75001 is hereby recognized as the intermediary negotiating this Contract and through whom all communications relating thereto shall be transmitted to the Company or the Reinsurer. However, all communications concerning accounts, claim information, funds and inquiries related thereto shall be transmitted to the Company or the Reinsurer through Willis Re Inc., 5420 Millstream Road, Suite 200, McLeansville, North Carolina 27301. Payments by the Company to Willis Re Inc. shall be deemed to constitute payment to the Reinsurer and payments by the Reinsurer to Willis Re Inc. shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company.
IN WITNESS WHEREOF , the Company by its duly authorized representative has executed this Contract as of the date specified below:
Signed this 7 th day of March , 20 14.
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
By |
/S/ C. Allen Bradley, Jr. |
|||
Printed Name |
C. Allen Bradley, Jr. |
|||
Title |
Chief Executive Officer |
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A.
(1) This reinsurance does not cover any loss or liability accruing to the Reassured as a member of, or subscriber to, any association of insurers or reinsurers formed for the purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or association,
(2) Without in any way restricting the operation of paragraph (I) of this Clause it is understood and agreed that for all purposes of this reinsurance all the original policies of the Reassured (new, renewal and replacement) of the classes specified in Clause II of this paragraph (2) from the time specified in Clause III in this paragraph (2) shall be deemed to include the following provision (specified as the Limited Exclusion Provision):
Limited Exclusion Provision.*
I. | It is agreed that the policy does not apply under any liability coverage, |
to | (injury, sickness, disease. death or destruction, |
(bodily injury or property damage
with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be on insured under any such policy but for its termination upon exhaustion of its limit of liability,
II. | Family Automobile Policies (liability only), Special Automobile Policies (private passenger automobiles, liability only), Farmers Comprehensive Personal Liability Policies (liability only). Comprehensive Personal Liability Policies (liability only) or policies of a similar nature; and the liability portion of combination forms related to the four classes of policies stated above, such as the Comprehensive Dwelling Policy and the applicable types of Homeowners Policies, |
III. | The inception dates and thereafter of all original policies as described in II above, whether new, renewal or replacement, being policies which either |
(a) become effective on or after 1st May, 1960. or
(b) become effective before that date and contain the Limited Exclusion Provision set out above;
provided this paragraph (2) shall not be applicable to Family Automobile Policies, Special Automobile Policies, or policies or combination policies of a similar nature, issued by the Reassured on New York risks, until 90 days following approval of the Limited Exclusion Provision by the Governmental Authority having jurisdiction thereof.
(3) Except for those classes of policies specified in Clause II of paragraph (2) and without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that for all purposes of this reinsurance the original liability policies of the Reassured (new, renewal and replacement) affording the following coverages:
Owners, Landlords and Tenants liability. Contractual Liability, Elevator Liability, Owners or Contractors (including railroad)
Protective Liability, Manufacturers and Contractors Liability, Product Liability. Professional and Malpractice Liability, Storekeepers
Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability)
shall be deemed to include, with respect to such coverages, from the time specified in Clause V of this paragraph (3), the following provision (specified as the Broad Exclusion Provision):
Broad Exclusion Provision.*
It is agreed that the policy does not apply:
I. | Under any Liability Coverage, to (injury, sickness, disease, death or destruction |
(bodily injury or property damage
(a) | with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or |
(b) | resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954 or any law amendatory thereof, or (2) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. |
II. | Under any Medical Payments Coverage, or under any Supplementary Payments Provision |
relating to (immediate medical or surgical relief,
(first aid, to expenses incurred with respect
to (bodily injury, Sickness, disease or death
(bodily injury
resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization.
III. | Under any Liability Coverage to (injury, sickness, disease, death or-destruction |
(bodily injury or property damage
resulting from the hazardous properties of nuclear material, if
(a) | the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom; |
(b) | the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured, or |
(c) | the (injury, sickness, disease, death or destruction |
(bodily injury or property damages
arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance. operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories, or possessions or Canada, this exclusion (c) applies only to
(injury to or destruction of property at such nuclear facility
(property damage 10 such nuclear facility and any property thereat,
IV. | As used in this endorsement: |
Hazardous properties include radioactive, toxic or explosive properties; nuclear material means source material, special nuclear material or byproduct material; source material, special nuclear material, and byproduct material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; spent fuel means any fuel clement or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor, waste means any waste material (1) containing byproduct material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof, nuclear facility means
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste,
(c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235,
(d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such
operations; nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material;
(With respect to injury /0 or destruction of property, the word injury or destruction
(property damage includes all forms of radioactive contamination of property
(includes all forms of radioactive contamination of property,
V. | The inception dates and thereafter of all original policies affording coverages specified in this paragraph (3), whether new. renewal or replacement, being policies which become effective on or after 1st May. 1960, provided this paragraph (3) shall not be applicable to |
(i) Garage and Automobile: Policies issued by the Reassured on New York risks, or
(ii) statutory liability insurance required under Chapter 90, General laws of Massachusetts, until 90 days following approval of the Broad Exclusion Provision by the Governmental Authority having jurisdiction thereof.
(4) Without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that paragraphs (2) and (3) above arc not applicable to original liability policies of the Reassured in Canada and that with respect to such policies this Clause shall be deemed to include the Nuclear Energy Liability Exclusion Provisions adopted by the Canadian Underwriters Association of the Independent Insurance Conference of Canada.
* | NOTE: The words printed in italics in the Limited Exclusion Provision and in the Broad Exclusion Provision shall apply only in relation to original liability policies which include a Limited Exclusion Provision or a Broad Exclusion Provision containing those words. |
21/9/ 67
N.M.A. 1590
BRMA 35A
INTEREST AND LIABILITIES AGREEMENT
(the Agreement)
of
ALLIANZ RISK TRANSFER AG (BERMUDA BRANCH)
(The Subscribing Reinsurer)
With respect to the
CASUALTY EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
Both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe Insurance Group
(collectively the Company)
The Subscribing Reinsurer shall have a 25.00% share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2014 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2017.
IT IS ALSO AGREED that the first paragraph of the CONFIDENTIALITYARTICLE shall be amended to include an exception for affiliates providing administrative and/or oversight functions to read as follows:
CONFIDENTIALITY
The Reinsurer, except with the express prior written consent of the Company, shall not directly or indirectly, communicate, disclose or divulge to any affiliated company, or to any third party, any knowledge or information that may be acquired either directly or indirectly during the placement of this contract or obtained as a result of a claims or underwriting the inspection of the Companys books, records and papers for the purpose of this Contract. The restrictions as outlined in this Article shall not apply to communication or disclosures that the Reinsurer is required to make to its statutory auditors, retrocessionaires, legal counsel, consulting actuaries, arbitrators involved in any arbitration procedures under this Contract or disclosures required
upon subpoena or other duly-issued order of a court or other governmental agency or regulatory authority or to affiliates providing administrative and/or oversight functions.
IT IS FURTHER AGREED that the following SANCTIONS ARTICLE shall be added to the Contract to read as follows:
SANCTIONS
No Reinsurer shall be deemed to provided cover and no Reinsurer shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that Reinsurer to any sanction, prohibition or restriction under United Nations resolutions or trade or economic sanctions, laws or regulations of the European Union or United Kingdom or to any United States of America sanctions prohibition or restriction.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
In any action, suit or proceeding to enforce the Subscribing Reinsurers obligations under the attached Contract, service of process may be made upon Corporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, NY 10036, United States.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:
Signed this 3rd day of March , 20 14.
ALLIANZ RISK TRANSFER AG (BERMUDA BRANCH) | ||||
By | /S/ R. Boyd | /S/ David Brula | ||
|
Print Name | R. Boyd David Brula | |||
|
Title | Principal | |||
|
INTERESTS AND LIABILITIES AGREEMENT
(the Agreement)
of
HANNOVER RE (IRELAND) LIMITED
(the Subscribing Reinsurer)
with respect to the
CASUALTY EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe Insurance Group
(collectively the Company)
The Subscribing Reinsurer shall have a 75.00% share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2014 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2017.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:
Signed this 3 rd day of March, 20 14.
HANNOVER RE (IRELAND) LIMITED | ||||
By | /S/ Thomas Denan | Peter Nolan | ||
|
Print Name | Thomas Denan Peter Nolan | |||
|
Title |
General Manager Underwriter |
Exhibit 10.31
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
ARTICLE |
PAGE | |||||
I |
BUSINESS COVERED |
1 | ||||
II |
TERM |
2 | ||||
III |
SPECIAL TERMINATION |
2 | ||||
IV |
DEFINITIONS |
4 | ||||
Act of Terrorism |
4 | |||||
Declaratory Judgment Expense |
4 | |||||
Extra Contractual Obligations/Loss in Excess of Policy Limits |
4 | |||||
Loss Adjustment Expense |
5 | |||||
Loss Occurrence |
5 | |||||
Net Earned Premium |
6 | |||||
Policy |
6 | |||||
V |
TERRITORY |
6 | ||||
VI |
EXCLUSIONS |
7 | ||||
VII |
TERRORISM ACT RECOVERIES |
9 | ||||
VIII |
COVERAGE |
9 | ||||
IX |
REINSTATEMENT |
10 | ||||
X |
SPECIAL ACCEPTANCE |
10 | ||||
XI |
ACCOUNTING BASIS |
11 | ||||
XII |
REINSURANCE PREMIUM |
11 | ||||
XIII |
NOTICE OF LOSS AND LOSS SETTLEMENTS |
11 | ||||
XIV |
LIABILITY OF REINSURERS |
12 | ||||
XV |
LATE PAYMENTS |
12 | ||||
XVI |
ANNUITIES AT THE COMPANYS OPTION |
13 | ||||
XVII |
AGENCY AGREEMENT |
14 | ||||
XVIII |
SUBROGATION |
14 | ||||
XIX |
ERRORS AND OMISSIONS |
14 | ||||
XX |
OFFSET |
14 | ||||
XXI |
CURRENCY |
15 | ||||
XXII |
TAXES |
15 | ||||
XXIII |
FEDERAL EXCISE TAX |
15 | ||||
XXIV |
FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) |
15 | ||||
XXV |
RESERVES AND FUNDING |
16 | ||||
XXVI |
NET RETAINED LINES |
18 |
XXVII |
THIRD PARTY RIGHTS |
19 | ||||
XXVIII |
SEVERABILITY |
19 | ||||
XXIX |
GOVERNING LAW |
19 | ||||
XXX |
INSPECTION OF RECORDS |
19 | ||||
XXXI |
CONFIDENTIALITY |
20 | ||||
XXXII |
SUNSET AND COMMUTATION |
21 | ||||
XXXIII |
INSOLVENCY |
22 | ||||
XXXIV |
ARBITRATION |
23 | ||||
XXXV |
EXPEDITED ARBITRATION |
25 | ||||
XXXVI |
SERVICE OF SUIT |
25 | ||||
XXXVII |
ENTIRE AGREEMENT |
26 | ||||
XXXVIII |
MODE OF EXECUTION |
26 | ||||
XXXIX |
INTERMEDIARY |
27 | ||||
Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A. |
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
between
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(the Company)
and
THE SUBSCRIBING REINSURER(S) EXECUTING THE
INTERESTS AND LIABILITIES AGREEMENT(S)
ATTACHED HERETO
(the Reinsurer)
ARTICLE I
BUSINESS COVERED
A. | By this Contract the Reinsurer agrees to reinsure the excess liability of the Company under its Policies that are in force at the effective time and date hereof or issued or renewed at or after that time and date, and classified by the Company as Workers Compensation, Employers Liability, including but not limited to coverage provided under the U.S. Longshore and Harbor Workers Compensation Act, Jones Act, Outer Continental Shelf Lands Act and any other Federal Coverage extensions, subject to the terms, conditions and limitations hereafter set forth. |
B. | The Reinsurer further agrees to reinsure the excess liability of the Company under Policies issued by Cooperative Mutual Insurance Company that are in force at the effective time and date hereof or issued or renewed at or after that time and date, and classified by the Company as Workers Compensation, Employers Liability, including but not limited to coverage provided under the U.S. Longshore and Harbor Workers Compensation Act, Jones Act, Outer Continental Shelf Lands Act and any other Federal Coverage extensions, subject to the terms, conditions and limitations hereafter set forth. |
1
ARTICLE II
TERM
A. | This Contract will apply to all losses occurring during the period January 1, 2015, 12:01 a.m. Standard Time (as set forth in the Companys policies), to January 1, 2016, 12:01 a.m. Standard Time. |
B. | Upon the expiration or termination of this Contract, the entire liability of the Reinsurer for losses occurring subsequent to the date of expiration shall cease concurrently with the date of expiration of this Contract. |
C. | Notwithstanding the above, upon expiration or termination of this Contract, the Company shall have the option of requiring that the Reinsurer shall remain liable for losses occurring under Policies in force on the expiration or termination date of this Contract until the next renewal, termination, or natural expiration date of such Policies or until 12 months (plus odd time, not to exceed 18 months in all) following the date of expiration (whichever occurs first). |
D. | If this Contract expires while a Loss Occurrence covered hereunder is in progress, the Reinsurers liability hereunder shall, subject to the other terms and conditions of this Contract, be determined as if the entire Loss Occurrence had occurred prior to the expiration of this Contract, provided that no part of such Loss Occurrence is claimed against any renewal or replacement of this Contract. |
ARTICLE III
SPECIAL TERMINATION
A. | The Company may terminate a subscribing reinsurers share in this Contract by giving written notice to the subscribing reinsurer upon the happening of any one of the following circumstances: |
1. | A State Insurance Department or other legal authority orders the subscribing reinsurer to cease writing business, or |
2. | The subscribing reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations, or |
3. | For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of this Contract, the subscribing reinsurers policyholders surplus, as reported in the financial statements of the subscribing reinsurer, has been reduced by 20.0% or more, or |
2
4. | The subscribing reinsurer has become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the subscribing reinsurers operations previously, or |
5. | The subscribing reinsurer has reinsured its entire liability under this Contract without the Companys prior written consent, or |
6. | The subscribing reinsurer receives an A. M. Best rating of lower than A-, or an S&P financial strength rating of lower than A-, or |
7. | The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder. |
B. | In the event of such termination, the liability of the subscribing reinsurer shall be terminated, at the Companys option, either in accordance with the cutoff provisions of paragraph B of the TERM ARTICLE or in accordance with the runoff provisions of paragraph C of the TERM ARTICLE, and such termination shall be effective as of the date the subscribing reinsurer receives written notice of termination pursuant to paragraph A above. |
C. | In the event the Company terminates a subscribing reinsurers share in this Contract under the provisions of this Article, the Company shall have the option to commute the excess liabilities of the subscribing reinsurer. If this commutation option is exercised, the provisions of the paragraphs B through G of the SUNSET AND COMMUTATION ARTICLE shall apply. |
D. | In the event the Company terminates a subscribing reinsurers share in this Contract under the provision of this Article, the Company shall have the option to require the subscribing reinsurer to fund its share of ceded unearned premium, outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Companys written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Companys ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the subscribing reinsurer. Notwithstanding the foregoing, the Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract in a manner acceptable to the Company. |
3
ARTICLE IV
DEFINITIONS
A. | Act of Terrorism |
Act of Terrorism as used herein shall follow the definition provided under the Terrorism Risk Insurance Act of 2002 (TRIA) and as amended by the Terrorism Risk Insurance Extension Act of 2005 (TRIEA) and the Terrorism Risk Insurance Program Reauthorization Act of 2007 (TRIPRA), together and including any extensions or replacement thereof, the Terrorism Act.
In the event the Terrorism Act is not extended or renewed, Act of Terrorism shall mean a violent act or an act that is dangerous to human life; property; or infrastructure that 1) has resulted in damage within the United States, or outside of the United States in the case of an air carrier or vessel, 2) was committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. The Company shall determine the application of the above definition.
An Act of Terrorism may include an act involving the use and/or dispersal of nuclear, chemical, biological or radiological agents.
B. | Declaratory Judgment Expense |
Declaratory Judgment Expense as used herein shall mean all expenses incurred by the Company in connection with a declaratory judgment action brought to determine the Companys defense and/or indemnification obligations that are allocable to a specific claim subject to this Contract. Declaratory Judgment Expense shall be deemed to have been incurred on the date of the original loss (if any) giving rise to the declaratory judgment action.
C. | Extra Contractual Obligations/Loss in Excess of Policy Limits |
1. | Extra Contractual Obligations |
This Contract shall protect the Company for any Extra Contractual Obligations which as used herein shall mean any punitive, exemplary, compensatory or consequential damages, other than Loss in Excess of Policy Limits, paid or payable by the Company as a result of an action against it by its insured, its insureds assignee or a third party claimant, by reason of alleged or actual negligence, fraud or bad faith on the part of the Company in handling a claim under a Policy subject to this Contract.
An Extra Contractual Obligation shall be deemed to have occurred on the same date as the loss covered or alleged to be covered under the Policy.
4
2. | Loss in Excess of Policy Limits |
This Contract shall protect the Company for any Loss in Excess of Policy Limits which as used herein shall mean an amount that the Company would have been contractually liable to pay had it not been for the limit of the original Policy as a result of an action against it by its insured, its insureds assignee or a third party claimant. Such loss in excess of the limit shall have been incurred because of failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action.
3. | This paragraph C shall not apply where an Extra Contractual Obligation and/or Loss in Excess of Policy Limits has been incurred due to an adjudicated finding of fraud committed by a member of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with a member of the Board of Directors or a corporate officer or a partner of any other corporation or partnership. |
D. | Loss Adjustment Expense |
Loss Adjustment Expense as used herein shall mean all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim, including court costs and costs of supersedeas and appeal bonds, and including 1) pre-judgment interest, unless included as part of the award or judgment; 2) post-judgment interest; 3) legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, including Declaratory Judgment Expense; and 4) a pro rata share of salaries and expenses of Company field employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned to the field adjustment of losses covered by this Contract. Loss Adjustment Expense does not include unallocated loss adjustment expense. Unallocated loss adjustment expense includes, but is not limited to, salaries and expenses of employees, other than (4) above, and office and other overhead expenses.
E. | Loss Occurrence |
Loss Occurrence as used in this Contract shall mean any one disaster or casualty or accident or loss or series of disasters or casualties or accidents or losses arising out of or caused by one event. The Company shall be the sole judge of what constitutes one event as outlined herein and in the original Policy.
As respects losses resulting from Occupational or Industrial Disease or Cumulative Trauma, each employee shall be considered a separate Loss Occurrence subject to the following:
Losses resulting from Occupational or Industrial Disease or Cumulative Trauma suffered by employees of an insured for which the employer is liable, as a result of a sudden and accidental event not exceeding 72 hours in duration, shall be considered one Loss Occurrence and may be combined with losses classified as other than Occupational or Industrial Disease or Cumulative Trauma which arise out of the same event and the combination of such losses shall be considered as one Loss Occurrence within the meaning hereof.
5
A loss with respect to each employee affected by an Occupational Disease or Cumulative Trauma shall be deemed to have been sustained by the Company on the date of the beginning of the disability for which compensation is payable.
The terms Occupational or Industrial Disease and Cumulative Trauma as used in this Contract shall be as defined by applicable statutes or regulations.
F. | Net Earned Premium |
Net Earned Premium as used herein is defined as gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract and less dividends paid or accrued.
G. | Policy |
Policy or Policies as used herein shall mean the Companys or Cooperative Mutual Insurance Companys binders, policies and contracts providing insurance or reinsurance on the classes of business covered under this Contract.
H. | Ultimate Net Loss |
Ultimate Net Loss shall mean the actual loss, including any pre-judgment interest which is included as part of the award or judgment, Second Injury Fund assessments that can be allocated to specific claims, Loss Adjustment Expense, 90% of Loss in Excess of Policy Limits, and 90% of Extra Contractual Obligations, paid or to be paid by the Company on its net retained liability after making deductions for all recoveries, subrogations and all claims on inuring reinsurance, whether collectible or not; provided, however, that in the event of the insolvency of the Company, payment by the Reinsurer shall be made in accordance with the provisions of the INSOLVENCY ARTICLE. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Companys Ultimate Net Loss has been ascertained.
Notwithstanding the definition of Ultimate Net Loss herein, the provisions of paragraph H of the COVERAGE ARTICLE as respects the Minnesota Workers Compensation Reinsurance Association shall apply.
ARTICLE V
TERRITORY
The territorial limits of this Contract shall be identical with those of the Companys Policies.
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ARTICLE VI
EXCLUSIONS
A. | This Contract does not apply to and specifically excludes the following: |
1. | Reinsurance assumed by the Company under obligatory reinsurance agreements, except: |
a. | Agency reinsurance where the policies involved are to be reunderwritten in accordance with the underwriting standards of the Company and reissued as Company policies at the next anniversary or expiration date; and |
b. | Intercompany reinsurance between any of the reinsured companies under this Contract. |
c. | Reinsurance assumed through Policies issued by Cooperative Mutual Insurance Company. |
2. | Nuclear risks as defined in the Nuclear Incident Exclusion Clause Liability Reinsurance U.S.A. (NMA 1590 21/9/67) attached hereto. |
3. | Liability as a member, subscriber or reinsurer of any Pool, Syndicate or Association, including Assigned Risk Plans or similar plans; however, this exclusion shall not apply to liability under a Policy specifically designated to the Company from an Assigned Risk Plan or similar plan. |
4. | All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any Insolvency Fund. Insolvency Fund includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part. |
5. | Loss caused directly or indirectly by war, whether or not declared, civil war, insurrection, rebellion or revolution, or any act or condition incidental to any of the foregoing. This exclusion shall not apply to any Policy that contains a standard war exclusion. |
6. | Workers Compensation where the principal exposure, as defined by the governing class code, is: |
a. | Operation of aircraft, but only if the annual estimated policy premium is $250,000 or more; |
b. | Operation of Railroads, subways or street railways; |
c. | Manufacturing, assembly, packing or processing of fireworks, fuses, nitroglycerine, magnesium, pyroxylin, ammunition or explosives. This exclusion does not apply to the assembly, packing or processing of explosives when the estimated annual premium is under $250,000 and does not apply to the commercial use of explosives; |
d. | Underground mining. |
7. | Professional sports teams. |
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B. | Notwithstanding the foregoing, insureds regularly engaged in operations not excluded under paragraph A above, but whose operations may include one or more perils excluded therein, shall not be excluded from coverage afforded by this Contract, provided said operations are incidental to the main operations of the insured. Notwithstanding the foregoing, coverage extended under this paragraph for incidental operations of an insured shall not apply to exposures excluded under subparagraphs 1 through 5 of paragraph A above. The Company shall be the judge of what constitutes an incidental part of the insureds operation. |
C. | Except for subparagraphs 1 through 5 of paragraph A above, if the Company is inadvertently bound or is unknowingly exposed (due to error or automatic provisions of policy coverage) on a risk otherwise excluded in paragraph A above, such exclusion shall be waived. The duration of said waiver will not extend beyond the time that notice of such coverage has been received by a responsible underwriting authority of the Company a nd for a period not exceeding 30 days thereafter, or such longer period required to conform with any notice of cancellation provisions prescribed by regulatory authorities, such period not to exceed 12 months plus odd time (not exceeding 18 months). |
D. | If the Company is required to accept an assigned risk which conflicts with one or more of the exclusions set forth in subparagraph 5 of paragraph A, reinsurance shall apply, but only for the difference between the Companys retention and the limit required by the applicable state statute, and in no event shall the Reinsurers liability exceed the limit set forth in the Coverage Article. |
E. | Notwithstanding the foregoing, any reinsurance falling within the scope of one or more of the exclusions set forth above that is specially accepted by the Reinsurer from the Company shall be covered under this Contract and be subject to the terms hereof. |
F. | Except for subparagraphs 1 through 5 of paragraph A above, should an arbitration decision or any judicial or regulatory entity having competent jurisdiction invalidate any exclusion or expand coverage of the original Policy of the Company, any amount of Loss for which the Company would not be liable, except for such invalidation or expansion of coverage, shall not be subject to any of the exclusions, conditions and limitations hereinafter set forth under this Contract. |
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ARTICLE VII
TERRORISM ACT RECOVERIES
A. | Any financial assistance the Company receives under the Terrorism Act, shall apply as follows: |
1. | Except as provided in subparagraph 2 below, any such financial assistance shall inure solely to the benefit of the Company and shall be entirely disregarded in applying all of the provisions of this Contract. |
2. | If losses occurring hereunder result in recoveries made by the Company both under this Contract and under the Terrorism Act, and such recoveries, together with any other reinsurance recoverables made by the Company applicable to said losses, exceed the total amount of the Companys insured losses, any amount in excess thereof shall reduce the Ultimate Net Loss subject to this Contract for the losses to which the Terrorism Act assistance applies. These recoveries shall be returned in proportion to each Reinsurers paid share of the loss. |
B. | Nothing herein shall be construed to mean that the losses under this Contract are not recoverable until the Company has received financial assistance under the Terrorism Act. |
ARTICLE VIII
COVERAGE
A. | The Reinsurer shall be liable for the Ultimate Net Loss in excess of $10,000,000 as a result of any one Loss Occurrence. The Reinsurers liability in respect of any one Loss Occurrence shall not exceed $60,000,000. |
B. | The Reinsurers liability in respect of Ultimate Net Loss amounts recoverable hereunder for an Act of Terrorism (as defined in the definition of Act of Terrorism) occurring during the term of this Contract shall not exceed $60,000,000. This paragraph is not subject the REINSTATEMENT ARTICLE. |
C. | The Reinsurers liability in respect of all losses occurring during the term of this Contract shall not exceed $120,000,000. |
D. | As respects the statutory portion of any Workers Compensation Policy, the Companys Ultimate Net Loss subject to this Contract shall not exceed $10,000,000 as respects any one life, each Loss Occurrence |
E. | The Company shall be permitted to purchase (or maintain) other reinsurance which inures to the benefit of this Contract. |
F. | The Company shall be permitted to carry underlying reinsurance, recoveries under which shall inure solely to the benefit of the Company and be entirely disregarded in applying all of the provisions of this Contract. |
G. | As respects Employers Liability, the maximum net subject Policy limit (except statutory where required by law) as respects any one Policy shall be $2,000,000 or the Company shall be deemed to have purchased inuring excess facultative reinsurance for subject Policy limits in excess of $2,000,000. |
H. |
The Company shall be permitted to carry excess of loss reinsurance applying to Workers Compensation risks in the State of Minnesota, actual recoveries under which shall inure to |
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the benefit of this Contract. Such coverage shall be provided through the Minnesota Workers Compensation Reinsurance Association. Notwithstanding the treatment of inuring coverage in the definition of Ultimate Net Loss, the liability of the Reinsurer for Minnesota Workers Compensation risks is not released. |
ARTICLE IX
REINSTATEMENT
A. | Should all or any part of the Reinsurers limit of liability be exhausted as a result of a Loss Occurrence, the sum so exhausted shall be reinstated from the date the Loss Occurrence commenced. |
B. | For each amount so reinstated, the Company agrees to pay an additional premium at the time of the Reinsurers payment of the loss calculated in accordance with the following formula: |
1. | The percentage of the Reinsurers limit of liability exhausted for the Loss Occurrence; times |
2. | The Net Earned Premium for the term of this Contract (exclusive of reinstatement premium). |
The dollar amount resulting from the multiplication of subparagraphs 1 and 2 above shall equal the reinstatement premium. If at the time of the Reinsurers payment of a loss hereon, the reinsurance premium as calculated under this Contract is unknown, the calculation of the reinstatement premium shall be based upon the deposit premium subject to adjustment when the reinsurance premium is finally established.
C. | Nevertheless, the Reinsurers liability hereunder shall not exceed $60,000,000 in respect of any one Loss Occurrence, and shall be further limited to $120,000,000 in respect of all losses occurring during the term of this Contract. |
ARTICLE X
SPECIAL ACCEPTANCE
From time to time the Company may request a special acceptance applicable to this Contract. For purposes of this Contract, in the event each subscribing reinsurer whose share in the interests and liabilities of the Reinsurer is 20% or greater agree to a special acceptance, such agreement shall be binding on all subscribing reinsurers. If such agreement is not achieved, such special acceptance shall be made to this Contract only with respect to the interests and liabilities of each subscribing reinsurer who agrees to the special acceptance. Should denial for special acceptance not be received within 10 working days of said request, the special acceptance shall be deemed automatically agreed. In the event a reinsurer becomes a party to this Contract subsequent to one or more special acceptances hereunder, the new reinsurer shall automatically accept such special acceptance(s) as being covered hereunder.
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ARTICLE XI
ACCOUNTING BASIS
All premiums and losses under this Contract shall be reported on an accident year accounting basis. Unless specified otherwise herein, all premiums shall be credited to the period during which they earn, and all losses shall be charged to the period during which they occur.
ARTICLE XII
REINSURANCE PREMIUM
A. | As premium for the reinsurance provided hereunder, the Company shall pay the Reinsurer 0.47% times its Net Earned Premium for the term of this Contract subject to a Minimum Premium of $1,440,000. |
B. | The Company shall pay the Reinsurer a Deposit Premium of $1,800,000 payable in quarterly installments on January 1, April 1, July 1 and October 1. |
C. | Within 90 days after the expiration of this Contract, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder, computed in accordance with paragraph A, and if the premium so computed is greater than the previously paid Deposit Premium, the balance shall be remitted by the Company with its report. |
D. | If this Contract expires on a runoff basis, the Company shall pay to the Reinsurer a premium for the runoff period equal to the expiring rate times its Net Earned Premium for the runoff period. The runoff premium shall be calculated and paid within 90 days after the end of each three-month period during the runoff period. There shall be no minimum premium requirement for the runoff period. |
ARTICLE XIII
NOTICE OF LOSS AND LOSS SETTLEMENTS
A. | As soon as practicable, the Company shall advise the Reinsurer of all bodily injury claims or losses involving any of the following: |
1. | Any claim or loss reserved at 50.0% or more of the Companys retention under this Contract. |
2. | Any claim involving any of the following injuries where the Companys incurred loss is greater than or equal to $1,000,000: |
a. | Fatality. |
b. | Spinal cord injuries (e.g., quadriplegia, paraplegia). |
c. | Brain damage (e.g., seizure, coma or physical/mental impairment). |
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d. | Severe burn injuries resulting in disfigurement or scarring. |
e. | Total or partial blindness in one or both eyes. |
f. | Major organ (e.g., heart, lungs). |
g. | Amputation of a limb or multiple fractures. |
B. | The Company shall also advise the Reinsurer promptly of all losses which, in the opinion of the Company, may result in a claim hereunder and of all subsequent developments thereto which, in the opinion of the Company, may materially affect the position of the Reinsurer. |
C. | When so requested in writing, the Company shall afford the Reinsurer or its representatives an opportunity to be associated with the Company, at the expense of the Reinsurer, in the defense of any claim, suit or proceeding involving this reinsurance, and the Company and the Reinsurer shall cooperate in every respect in the defense of such claim, suit or proceeding. |
D. | All loss settlements made by the Company that are within the terms and conditions of this Contract (including but not limited to ex gratia payments) shall be binding upon the Reinsurer. Upon receipt of satisfactory proof of loss, the Reinsurer agrees to promptly pay or allow, as the case may be, its share of each such settlement in accordance with this Contract. |
ARTICLE XIV
LIABILITY OF REINSURERS
All reinsurances for which the Reinsurer shall be liable by virtue of this Contract shall be subject in all respects to the same rates, terms, conditions, interpretations and waivers and to the same modifications, alterations, and cancellations, as the respective policies to which such reinsurances relate, the true intent of the parties to this Contract being that the Reinsurer shall follow the fortunes of the Company.
ARTICLE XV
LATE PAYMENTS
A. | In the event any premium, loss or other payment due either party is not received by the Intermediary hereunder by the payment due date, the party to whom payment is due may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows: |
1. | The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times |
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2. | 1/365ths of a rate equal to the 90-day Treasury Bill rate as published in The Wall Street Journal on the first business day following the date a remittance becomes due; times |
3. | The amount past due, including accrued interest. |
It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary.
B. | The establishment of the due date shall, for purposes of this Article, be determined as follows: |
1. | As respects the payment of deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. |
2. | Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received within the 10 days, interest will accrue on the payment or amount overdue in accordance with the interest penalty calculation above, from the date the proof of loss or demand for payment was transmitted to the Reinsurer. |
3. | As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Contract. |
C. | For purposes of interest calculation only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary. The validity of any claim or payment may be contested under the provisions of this Contract. If the debtor party prevails in an arbitration, or any other proceeding, there shall be no interest penalty due. Otherwise, any interest will be calculated and due as outlined above. |
D. | Interest penalties arising out of the application of this Article that are $100 or less from any party shall be waived unless there is a pattern of late payments consisting of three or more items over the course of any 12-month period. |
ARTICLE XVI
ANNUITIES AT THE COMPANYS OPTION
A. | Whenever the Company is required, or elects, to purchase an annuity or to negotiate a structured settlement, either in satisfaction of a judgment or in an out-of-court settlement or otherwise, the cost of the annuity or the structured settlement, as the case may be, shall be deemed part of the Companys Ultimate Net Loss. |
B. | The terms annuity or structured settlement shall be understood to mean any insurance policy, lump sum payment, agreement or device of whatever nature resulting in the payment of a lump sum by the Company in settlement of any or all future liabilities which may attach to it as a result of an occurrence. |
C. | In the event the Company purchases an annuity which inures in whole or in part to the benefit of the Reinsurer, it is understood that the liability of the Reinsurer is not released thereby. In the event the Company is required to provide benefits not provided by the annuity for whatever reason, the Reinsurer shall pay its share of any loss. |
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ARTICLE XVII
AGENCY AGREEMENT
If more than one reinsured company is named as a party to this Contract, the first named company will be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract and for purposes of remitting or receiving any monies due any party.
ARTICLE XVIII
SUBROGATION
The Reinsurer shall be credited with subrogation recoveries (i.e., reimbursement obtained or recovery made by the Company, less Loss Adjustment Expense incurred in obtaining such reimbursement or making such recovery) on account of claims and settlements involving reinsurance hereunder. Subrogation recoveries thereon shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company, at its sole option and discretion, may enforce its rights to subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and may prosecute all claims arising out of such rights.
ARTICLE XIX
ERRORS AND OMISSIONS
Any inadvertent delay, omission or error shall not be held to relieve either party hereto from any liability which would attach to it hereunder if such delay, omission or error had not been made, provided such omission or error is rectified upon discovery. Nothing contained in this Article shall be held to override the specific loss reporting deadline of the SUNSET AND COMMUTATION ARTICLE.
ARTICLE XX
OFFSET
The Company and the Reinsurer may offset any balance or amount due from one party to the other under this Contract or any other contract heretofore or hereafter entered into between the Company and the Reinsurer, whether acting as assuming reinsurer or ceding company. The party asserting the right of offset may exercise such right any time whether the balances due are on account of premiums or losses or otherwise.
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ARTICLE XXI
CURRENCY
A. | Whenever the word Dollars or the $ sign appears in this Contract, they shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars. |
B. | Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company. |
ARTICLE XXII
TAXES
In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the United States of America, the District of Columbia or Canada.
ARTICLE XXIII
FEDERAL EXCISE TAX
(Applicable to those subscribing reinsurers who are domiciled outside the United States of America, excepting subscribing reinsurers exempt from Federal Excise Tax.)
A. | The subscribing reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such premium is subject to the Federal Excise Tax. |
B. | In the event of any return of premium becoming due hereunder the subscribing reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government. |
ARTICLE XXIV
FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA)
A. | The Reinsurer hereby acknowledges the requirements of Sections 1471-1474 U.S. Internal Revenue Code of 1986, as amended, and the Treasury regulations and other guidance issued from time to time thereunder (FATCA) and the obligation to provide to the Company and the intermediary. a valid Internal Revenue Service (IRS) Form W8-BEN-E, W-9 or other documentation meeting the requirements of the FATCA regulations to establish they are not subject to any withholding requirement pursuant to FATCA (the Required Documentation). |
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B | The Reinsurer shall notify the Company and the intermediary in writing (by electronic mail, certified mail or overnight mail using a nationally recognized overnight delivery service) in the event the Reinsurer is not compliant with FATCA. If the Reinsurer has not provided the Company and the intermediary with the Required Documentation thirty (30) days prior to any premium due date, or becomes non-compliant with FATCA at any later date, the Withholding Agent [as defined in U.S. Treasury Regulation Section 1.1471-1(b)(147)] shall withhold thirty percent (30%) of any premium payment to the Reinsurer under this Contract and shall promptly notify the Reinsurer of such withholding (Withholding). The Reinsurer hereby agrees to such Withholding. |
C. | In the event the Reinsurer is subject to Withholding as set forth under FATCA, the Reinsurer continues to remain fully liable for all of its obligations under this Contract. The Withholding under paragraph B above does not constitute a breach of contract, any premium payment condition, warranty or other clause of this Contract. Reinsurer(s) subject to Withholding may not terminate, cancel, revoke or restrict this Contract, may not terminate, cancel, revoke or restrict coverage under this Contract in any manner and may not deny, refuse, restrict or delay payment of any claim under this Contract or invoke any interest, penalty or other late payment provision hereunder, based on the Withholding. Reinsurer(s) subject to Withholding shall be liable under this Contract as if no Withholding had been made. |
D. | Amounts deducted or withheld as Withholding are not subject to offset. Offset rights, if any, under this Contract are hereby amended in accordance with the terms of this Article. |
E. | The Reinsurer shall indemnify the Company and its agents for any and all liability, expense, interest or penalty the Company and its agents incur, based upon, arising from or in connection with (i) any inaccurate or invalid Required Documentation; or (ii) any violation by the Reinsurer of FATCA. Such indemnity shall survive the expiration or termination of this Contract. |
ARTICLE XXV
RESERVES AND FUNDING
A. | A subscribing reinsurer will provide funding under the terms of this Article only if the Company will be denied statutory credit for reinsurance ceded to that subscribing reinsurer pursuant to the credit for reinsurance law or regulations in any applicable jurisdiction. In the event any of the provisions of this Article conflict with or otherwise fail to satisfy the requirements of the appropriate credit for reinsurance statute or regulation, this Article will be deemed amended to conform to the appropriate statute or regulation; the intent of this Article being that the Company will be permitted to realize full credit for the reinsurance ceded to the Reinsurer under this Contract. |
B. |
As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority |
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or set up on its books reserves for losses covered hereunder which it shall be required by law to set up, it will forward to the subscribing reinsurer a statement showing the proportion of such reserves which is applicable to the subscribing reinsurer. The subscribing reinsurer hereby agrees to fund such reserves in respect of known outstanding losses that have been reported to the subscribing reinsurer and allocated Loss Adjustment Expense relating thereto, losses and allocated Loss Adjustment Expense paid by the Company but not recovered from the subscribing reinsurer, plus reserves for losses incurred but not reported, as shown in the statement prepared by the Company (hereinafter referred to as subscribing reinsurers obligations) by funds withheld, cash advances or a Letter of Credit. The subscribing reinsurer shall have the option of determining the method of funding provided it is acceptable to the Company and to the insurance regulatory authorities having jurisdiction over the Companys reserves. |
C. | When funding by a Letter of Credit, the subscribing reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit issued by a bank and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Companys reserves in an amount equal to the subscribing reinsurers proportion of said reserves. Such Letter of Credit shall be issued for a period of not less than one year, and shall be automatically extended for one year from its date of expiration or any future expiration date unless 30 days (60 days where required by insurance regulatory authorities) prior to any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to consider the Letter of Credit extended for any additional period. |
D. | The subscribing reinsurer and Company agree that the Letters of Credit provided by the subscribing reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company for the following purposes, unless otherwise provided for in a separate Trust Agreement: |
1. | To reimburse the Company for the subscribing reinsurers obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid; |
2. | To make refund of any sum which is in excess of the actual amount required to pay the subscribing reinsurers obligations under this Contract; |
3. | To fund an account with the Company for the subscribing reinsurers obligations. Such cash deposit shall be held in an interest bearing account separate from the Companys other assets, and interest thereon not in excess of the prime rate shall accrue to the benefit of the subscribing reinsurer; |
4. | To pay the subscribing reinsurers share of any other amounts the Company claims are due under this Contract. |
In the event the amount drawn by the Company on any Letter of Credit is in excess of the actual amount required for subparagraph 1 or 3, or in the case of subparagraph 4, the actual amount determined to be due, the Company shall promptly return to the subscribing reinsurer the excess amount so drawn. All of the foregoing shall be applied without diminution because of insolvency on the part of the Company or the subscribing reinsurer.
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E. | The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the order of properly authorized representatives of the Company. |
F. | At annual intervals, or more frequently as agreed but never more frequently than quarterly, the Company shall prepare a specific statement of the subscribing reinsurers obligations, for the sole purpose of amending the Letter of Credit, in the following manner: |
1. | If the statement shows that the subscribing reinsurers obligations exceed the balance of credit as of the statement date, the subscribing reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the Company of an amendment to the Letter of Credit increasing the amount of credit by the amount of such difference. |
2. | If, however, the statement shows that the subscribing reinsurers obligations are less than the balance of credit as of the statement date, the Company shall, within 30 days after receipt of written request from the subscribing reinsurer, release such excess credit by agreeing to secure an amendment to the Letter of Credit reducing the amount of credit available by the amount of such excess credit. |
G. | Should the subscribing reinsurer be in breach of its obligations under this Article, notwithstanding anything to the contrary elsewhere in this Contract, the Company may seek relief in respect of said breach from any court having competent jurisdiction of the parties hereto. |
ARTICLE XXVI
NET RETAINED LINES
A. | This Contract applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any underlying reinsurance specifically permitted in this Contract), and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be included. |
B. | The amount of the Reinsurers liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. |
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ARTICLE XXVII
THIRD PARTY RIGHTS
This Contract is solely between the Company and the Reinsurer, and in no instance shall any other party have any rights under this Contract except as expressly provided otherwise in the INSOLVENCY ARTICLE.
ARTICLE XXVIII
SEVERABILITY
If any provision of this Contract shall be rendered illegal or unenforceable by the laws or regulations of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of any other provision of this Contract or the enforceability of such provision in any other jurisdiction.
ARTICLE XXIX
GOVERNING LAW
This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Nebraska, exclusive of that states rules with respect to conflicts of law, except as to rules with respect to credit for reinsurance in which case the applicable rules of all states shall apply.
ARTICLE XXX
INSPECTION OF RECORDS
A. | The Reinsurer or its designated representative(s) approved by the Company, upon providing reasonable advance notice to the Company, shall have access at the offices of the Company or at a location to be mutually agreed, at a time to be mutually agreed, to inspect the Companys underwriting, accounting, or claim files pertaining to the subject matter of this Contract, other than proprietary information or privileged communications. The Company shall determine the manner in which files shall be accessed by the Reinsurer. The Reinsurer may, at its own expense, reasonably request copies of such files and agrees to pay the Companys reasonable costs incurred in procuring such copies. |
B. | If any undisputed amounts are overdue from the Reinsurer to the Company, the Reinsurer shall have access to such records only upon payment of all such overdue amounts. |
C. | If the Reinsurer makes any inspection of the Companys books and records involving specific claims under this Contract and, as a result of the inspection the claim is contested or disputed, the Reinsurer shall provide the Company, at the Companys request, a summary of any reports, other than proprietary information or privileged communications, completed by the Reinsurers personnel or by third parties on behalf of the Reinsurer outlining the reasons for contesting or disputing the subject claim. |
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ARTICLE XXXI
CONFIDENTIALITY
A. | The Reinsurer hereby acknowledges that the documents, information, and data provided to the Reinsurer by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract (Confidential Information) are proprietary and confidential to the Company. |
B. | Absent the written consent of the Company, the Reinsurer will not disclose any Confidential Information to any third parties, except when: |
1. | The disclosure is to professional advisors or to authorized agents of the Reinsurer performing underwriting, claim handling, pricing, placement and/or evaluation services for the Reinsurer; or |
2. | The Confidential Information is publicly known or has become publicly known through no unauthorized act of the Reinsurer; or |
3. | Required by retrocessionaires subject to the business ceded to this Contract; or |
4. | Required by state regulators performing an audit of the Reinsurers records and/or financial condition; or |
5. | Required by auditors performing an audit of the Reinsurers records in the normal course of business. |
C. | Further, the Reinsurer agrees not to use any Confidential Information for any purpose not permitted by this Contract or not related to the performance of their obligations or enforcement of their rights under this Contract. |
D. | Notwithstanding the above, in the event that the Reinsurer is required by court order, other legal process, or any regulatory authority to release or disclose any or all of the Confidential Information, the Reinsurer agrees to provide the Company by written or electronic mail, reasonable advance notice of same prior to such release or disclosure and to use their reasonable best efforts to assist the Company in maintaining the confidentiality provided for in this Article. |
E. | The provisions of this Article will extend to the officers, directors, shareholders, and employees of the Reinsurer and its affiliates, who have received Confidential Information in accordance with this Contract and will be binding upon their successors and assigns. |
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ARTICLE XXXII
SUNSET AND COMMUTATION
A. | Ten years after the expiration of this Contract, the Company shall advise the Reinsurer of any Loss Occurrences attaching to this Contract which have not been finally settled and which may result in a claim by the Company under this Contract. No liability shall attach hereunder for any claim or claims not reported to the Reinsurer within this ten year period. If a loss arising out of a Loss Occurrence is reported during this period, all losses arising out of the same Loss Occurrence shall be deemed reported under this paragraph regardless of when notification of loss is provided. |
B. | If both parties agree to commute the unsettled losses subject to the Contract, then the Reinsurers liability for all such unsettled losses shall then be commuted. |
C. | It is understood that commutation of all such losses shall be made using tabular reserving methods. For each loss, the nominal ultimate value of the Companys Ultimate Net Loss shall be established by projecting out future medical and indemnity payments and loss expenses by year based on appropriate trends and escalations applied to annual cost estimates. The Contract limit and retention (where applicable) shall then be applied to the nominal ultimate value of the Companys Ultimate Net Loss to determine the nominal ultimate Contract loss. Mortality factors and discount factors shall then be applied by year to the nominal ultimate Contract loss. The discounted, mortality adjusted projected annual loss payments shall be summed to determine the present value (commutation price) of the ultimate Contract loss. The medical escalation, discount and mortality factors are described in paragraph C. |
D. | The following factors shall be utilized in establishing the commutation price: |
1. | Medical Escalation Rate |
The medical escalation rate shall be a reasonable estimate of future medical inflation.
2. | Discount Rate |
The discount rate shall be the annualized 10-year US Treasury Bill rate at the Valuation Date.
3. | Mortality Tables |
Mortality factors shall be based on the most recent mortality table at the Valuation Date from the Vital Statistics of the United States as published by the US Department of Health and Human Services, Center for Disease Control and Prevention. Factors for extension beyond age 85 shall also be included.
4. | Impairment |
Impairment factors shall be based on the individual claim characteristics.
21
Any other method of calculating the commutation price of one or more losses subject to this Contract may be used as mutually agreed between the Company and the Reinsurer.
E. | If the Company and the Reinsurer cannot agree on a commutation value, the effort can be abandoned. Alternatively, the Company and the Reinsurer may mutually agree to settle any difference using a panel of three actuaries, one to be chosen by each party and the third by the two so chosen. If either party refuses or neglects to appoint an actuary within 30 days, the other party may appoint two actuaries. If the two actuaries fail to agree on the selection of a third actuary within 30 days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All the actuaries shall be regularly engaged in the valuation of Workers Compensation claims and shall be Fellows of the Casualty Actuarial Society or members of the American Academy of Actuaries. All of the actuaries shall be independent of either party to this Contract. |
F. | The settlement agreed upon by a majority of the panel of actuaries shall be final and binding on both parties and set forth in a sworn written document expressing their professional opinion that said value is fair for the complete mutual release of all liabilities in respect of such reserves. |
G. | The Reinsurers commutation payment shall be due within 7 days following the date the Company and the Reinsurer agree to the commutation price. Such payment by the Reinsurer shall constitute both a complete release of the Reinsurer of its liability for all losses, known or unknown, under this Contract, and a complete release of the Company of its liabilities and obligations, known or unknown, under this Contract. |
H. | This Article shall survive the expiration of this Contract. |
ARTICLE XXXIII
INSOLVENCY
A. | In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. |
22
B. | Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. |
C. | It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except 1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and in substitution for the obligations of the Company to such payees. |
D. | In the event of the insolvency of any company or companies listed in the designation of Company under this Contract, this Article shall apply only to the insolvent company or companies. |
ARTICLE XXXIV
ARBITRATION
A. | As a condition precedent to any right of action hereunder, any irreconcilable dispute arising out of the interpretation, performance or breach of this Contract, including the formation or validity thereof, whether arising before or after the expiry or termination of the Contract, shall be submitted for decision to a panel of three arbitrators. Notice requesting arbitration will be in writing and sent by certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the party demanding arbitration. |
B. | The Company shall have the option to either litigate or arbitrate where: |
1. | The Reinsurer makes any allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or |
2. | The Reinsurer experiences any of the circumstances set forth in subparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE. |
C. | One arbitrator shall be appointed by each party. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the second arbitrator. |
D. |
The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. Should the two arbitrators fail to choose the third |
23
arbitrator within 30 days of the appointment of the second arbitrator, the parties shall appoint the third arbitrator pursuant to the AIDA Reinsurance and Insurance Arbitration Society U.S. (ARIAS) Umpire Selection Procedure. All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyds, London. |
E. | Within 30 days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in Omaha, Nebraska but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Nebraska. The decision of any two arbitrators when rendered in writing shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. |
F. | In the event an arbitrator is unable to serve due to death, disability or other incapacity, a replacement arbitrator shall be chosen in accordance with the procedures set forth in this Article for the original selection of the arbitrator appointed and the newly constituted panel shall take all necessary and/or reasonable measures to continue the arbitration proceedings without additional delay. |
G. | The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered in any court having jurisdiction thereof. |
H. | If more than one subscribing reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such subscribing reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the subscribing reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such subscribing reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the subscribing reinsurers under the terms of this Contract from several to joint. |
I. | Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the extent permitted by law. However, the panel may not award any Exemplary or Punitive Damages and Enhanced Compensatory Damages. |
24
ARTICLE XXXV
EXPEDITED ARBITRATION
A. | Notwithstanding the provisions of the ARBITRATION ARTICLE, in the event an amount in dispute hereunder is $500,000 or less, the Company may elect to require an expedited arbitration process with the use of a single arbitrator. The arbitrator will be chosen in accordance with the procedures for selecting an arbitrator in force on the date the arbitration is demanded, established by the AIDA Reinsurance and Insurance Arbitration Society U.S. (ARIAS). |
B. | Each partys case will be submitted to the arbitrator within 100 days of the date of determination of the arbitrator. Discovery will be limited to exchanging only those documents directly relating to the issue in dispute, subject to a limit of two discovery depositions from each party, unless otherwise authorized by the arbitrator upon a showing of good cause. |
C. | Within 120 days of the date of determination of the arbitrator, the hearing will be completed and a written award will be issued by the arbitrator. The arbitrator will have all the powers conferred on the arbitration panel as provided in the ARBITRATION ARTICLE, and said Article will apply to all matters not specifically addressed above. |
ARTICLE XXXVI
SERVICE OF SUIT
(This Article is applicable if the Reinsurer is not domiciled in the United States of America and/or is not authorized in any State, Territory, or District of the United States where authorization is required by insurance regulatory authorities. This Article is not intended to conflict with or override the obligation of the parties to arbitrate their disputes in accordance with the ARBITRATION ARTICLE.)
A. | In the event of the failure of the Reinsurer to perform its obligations under this Contract, the Reinsurer, at the request of the Company, shall submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurers rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. The Reinsurer, once the appropriate court is selected, whether such court is the one originally chosen by the Company and accepted by the Reinsurer or is determined by removal, transfer, or otherwise, as provided for above, shall comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against it upon this Contract, and shall abide by the final decision of such court or of any appellate court in the event of an appeal. The validity and/or enforceability of any arbitration award or judgment obtained in the United States shall not be contested by the Reinsurer in any jurisdiction outside of the United States. |
25
B. | Service of process in such suit may be made upon the law firm of Mendes and Mount, 750 Seventh Avenue, New York, NY 10019, or another party specifically designated by the Reinsurer in its Interests and Liabilities Agreement attached hereto. |
C. | Further, pursuant to any statute of any state, territory or district of the United States that makes provision therefor, the Reinsurer hereby designates the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his/her successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceedings instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof. |
D. | The individual named in Paragraph C shall be deemed the Reinsurers agent for the service of process: |
1. | where the address designated in, or pursuant to paragraph B is invalid; or |
2. | to the extent necessary to bring this Contract into conformity with the applicable law of a state with jurisdiction over the Company. |
ARTICLE XXXVII
ENTIRE AGREEMENT
This Contract shall constitute the entire agreement between the parties with respect to the business being reinsured hereunder. There are no understandings between the parties other than as expressed in this Contract. Any change or modification to this Contract shall be null and void unless made by amendment to this Contract and signed by both parties. This Article shall not be construed as limiting in any way the admissibility in the context of an arbitration or any other legal proceeding, evidence regarding the formation, interpretation, purpose or intent of this Contract.
ARTICLE XXXVIII
MODE OF EXECUTION
This Contract may be executed either by an original written ink signature of paper documents, by an exchange of facsimile copies showing the original written ink signature of paper documents, or by electronic signature by either party employing appropriate software technology as to satisfy the parties at the time of execution that the version of the document agreed to by each party shall always be capable of authentication and satisfy the same rules of evidence as written signatures. The use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of this Contract. This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original.
26
ARTICLE XXXIX
INTERMEDIARY
Willis Re Inc. is hereby recognized as the intermediary negotiating this Contract and through whom all communications, including but not limited to accounts, claim information, funds and inquiries, to the Company or the Reinsurer shall be transmitted. Payments by the Company to Willis Re Inc. shall be deemed to constitute payment to the Reinsurer and payments by the Reinsurer to Willis Re Inc. shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company.
IN WITNESS WHEREOF , the Company by its duly authorized representative has executed this Contract as of the date specified below:
Signed this 2nd day of January, 2015.
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
By |
/s/ G. Janelle Frost |
|
Printed Name |
G. Janelle Frost |
|
Title |
President and Chief Operating Officer |
27
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A.
(1) This reinsurance does not cover any loss or liability accruing to the Reassured as a member of, or subscriber to, any association of insurers or reinsurers formed for the purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or association.
(2) Without in any way restricting the operation of paragraph (1) of this Clause it is understood and agreed that for all purposes of this reinsurance all the original policies of the Reassured (new, renewal and replacement) of the classes specified in Clause II of this paragraph (2) from the time specified in Clause III in this paragraph (2) shall be deemed to include the following provision (specified as the Limited Exclusion Provision):
Limited Exclusion Provision.*
I. | It is agreed that the policy does not apply under any liability coverage, |
to ( injury, sickness, disease, death or destruction ,
(bodily injury or property damage
with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability.
II. | Family Automobile Policies (liability only), Special Automobile Policies (private passenger automobiles, liability only), Farmers Comprehensive Personal Liability Policies (liability only), Comprehensive Personal Liability Policies (liability only) or policies of a similar nature; and the liability portion of combination forms related to the four classes of policies stated above, such as the Comprehensive Dwelling Policy and the applicable types of Homeowners Policies. |
III. | The inception dates and thereafter of all original policies as described in II above, whether new, renewal or replacement, being policies which either |
(a) become effective on or after 1st May, 1960, or
(b) become effective before that date and contain the Limited Exclusion Provision set out above; provided this paragraph (2) shall not be applicable to Family Automobile Policies, Special Automobile Policies, or policies or combination policies of a similar nature, issued by the Reassured on New York risks, until 90 days following approval of the Limited Exclusion Provision by the Governmental Authority having jurisdiction thereof.
(3) Except for those classes of policies specified in Clause II of paragraph (2) and without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that for all purposes of this reinsurance the original liability policies of the Reassured (new, renewal and replacement) affording the following coverages:
Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability)
shall be deemed to include, with respect to such coverages, from the time specified in Clause V of this paragraph (3), the following provision (specified as the Broad Exclusion Provision):
Broad Exclusion Provision.*
It is agreed that the policy does not apply:
I. | Under any Liability Coverage, to ( injury, sickness, disease, death or destruction |
(bodily injury or property damage
(a) with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or
(b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization.
II. | Under any Medical Payments Coverage, or under any Supplementary Payments Provision |
relating to ( immediate medical or surgical relief,
(first aid,
to expenses incurred with respect
to ( bodily injury, sickness, disease or death
(bodily injury
resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization.
III. | Under any Liability Coverage to ( injury, sickness, disease, death or destruction |
(bodily injury or property damage
resulting from the hazardous properties of nuclear material, if
(a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom;
(b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or
1
(c) the ( injury, sickness, disease, death or destruction
(bodily injury or property damages
arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories, or possessions or Canada, this exclusion (c) applies only to
( injury to or destruction of property at such nuclear facility
(property damage to such nuclear facility and any property thereat.
IV. | As used in this endorsement: |
Hazardous properties include radioactive, toxic or explosive properties; nuclear material means source material, special nuclear material or byproduct material; source material, special nuclear material, and byproduct material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; waste means any waste material (1) containing byproduct material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; nuclear facility means
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste,
(c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235,
(d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste,
and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material;
( With respect to injury to or destruction of property, the word injury or destruction
(property damage includes all forms of radioactive contamination of property
( includes all forms of radioactive contamination of property.
V. | The inception dates and thereafter of all original policies affording coverages specified in this paragraph (3), whether new, renewal or replacement, being policies which become effective on or after 1st May, 1960, provided this paragraph (3) shall not be applicable to |
(i) Garage and Automobile Policies issued by the Reassured on New York risks, or
(ii) statutory liability insurance required under Chapter 90, General Laws of Massachusetts,
until 90 days following approval of the Broad Exclusion Provision by the Governmental Authority having jurisdiction thereof.
(4) Without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that paragraphs (2) and (3) above are not applicable to original liability policies of the Reassured in Canada and that with respect to such policies this Clause shall be deemed to include the Nuclear Energy Liability Exclusion Provisions adopted by the Canadian Underwriters Association of the Independent Insurance Conference of Canada.
* | NOTE: The words printed in italics in the Limited Exclusion Provision and in the Broad Exclusion Provision shall apply only in relation to original liability policies which include a Limited Exclusion Provision or a Broad Exclusion Provision containing those words. |
21/9/67
N.M.A. 1590
BRMA 35A
2
INTERESTS AND LIABILITIES AGREEMENT
(the Agreement)
of
ALTERRA REINSURANCE USA INC
(the Subscribing Reinsurer)
with respect to the
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(collectively the Company)
The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2015 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2016.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:
Signed this 13 th day of January, 2015.
ALTERRA REINSURANCE USA INC | ||
By |
/s/ William Pentony |
|
Print Name |
William Pentony |
|
Title |
SVP |
INTERESTS AND LIABILITIES AGREEMENT
(the Agreement)
of
ARCH REINSURANCE COMPANY
(the Subscribing Reinsurer)
with respect to the
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(collectively the Company)
The Subscribing Reinsurer shall have a 7.50% share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2015 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2016.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:
Signed this 30 th day of December, 2014.
ARCH REINSURANCE COMPANY | ||
By |
/s/ PEDER F. MOLLER |
|
Print Name |
PEDER F. MOLLER |
|
Title |
MAN. DIR. |
INTERESTS AND LIABILITIES AGREEMENT
(the Agreement)
of
BRIT SYNDICATE 2987 AT LLOYDS
(the Subscribing Reinsurer)
with respect to the
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(collectively the Company)
The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2015 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2016.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:
Signed this 6 th day of January, 2015.
BGS SERVICES (BERMUDA) LIMITED for and on behalf of BRIT SYNDICATE 2987 AT LLOYDS |
||
By |
/s/ Joe Bonanno |
|
Print Name |
Joe Bonanno |
|
Title |
SVP |
|
INTERESTS AND LIABILITIES AGREEMENT
(the Agreement)
of
CATLIN UNDERWRITING AGENCIES LIMITED (#2003)
(the Subscribing Reinsurer)
with respect to the
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(collectively the Company)
The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2015 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2016.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:
Signed this 6 th day of January, 2015.
CATLIN UNDERWRITING, INC. on behalf of CATLIN UNDERWRITING AGENCIES LIMITED (#2003) |
||
By |
/s/ Michael Orlich |
|
Print Name |
Michael Orlich |
|
Title |
Vice President |
INTERESTS AND LIABILITIES AGREEMENT
(the Agreement)
of
MONTPELIER REINSURANCE LIMITED
(the Subscribing Reinsurer)
with respect to the
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(collectively the Company)
The Subscribing Reinsurer shall have a 5.00% share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2015 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2016.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:
Signed this 9 th day of January, 2015.
IOA REINSURANCE UNDERWRITING MANAGERS on behalf of MONTPELIER REINSURANCE LIMITED | ||
By |
/s/ William Reichert |
|
Print Name |
William Reichert |
|
Title |
Senior Vice President |
|
INTERESTS AND LIABILITIES AGREEMENT
(the Agreement)
of
MUNICH REINSURANCE AMERICA, INC.
(the Subscribing Reinsurer)
with respect to the
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(collectively the Company)
The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2015 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2016.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:
Signed this 6 th day of January, 2015.
MUNICH REINSURANCE AMERICA, INC. | ||
By |
/s/ Michael Schummer / Michelle R Glass |
|
Print Name |
Michael Schummer / Michelle R Glass |
|
Title |
SVP / SVP |
51 Lime Street, London EC3M 7DQ Telephone: +44 (0)20 3124 6000 Website: www.willis.com |
|
Reinsurance Contract 10074N15
MARKET SUMMARY
Order hereon: |
47.50% | |
EFFECTED WITH: |
27.50 | % | Underwriters at Lloyds, as per schedule below | ||
10.00 | % |
Markel at Lloyds Zurich Branch Branch of Alterra UK Underwriting Services Limited, on behalf of Lloyds Syndicate 3000 |
||
10.00 | % |
Houston Casualty Company (UK Branch), London, England |
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47.50 | % | |||
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LLOYDS UNDERWRITERS
Signed Line | Syndicate Number | Pseudonym | NAIC Code | |||||||
10.00 | % | 4472 | LIB | AA-1126006 | ||||||
7.50 | % | 1955 | BAR | AA-1120084 | ||||||
10.00 | % | 1084 | CSL | AA-1127084 | ||||||
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27.50 | % | |||||||||
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NB / 31-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
51 Lime Street, London EC3M 7DQ Telephone: +44 (0)20 3124 6000 Website: www.willis.com |
|
Reinsurance Contract 10074N15
MARKET SUMMARY
For and on behalf of
Willis Limited
|
|
|||
Authorised Signatory | Authorised Signatory |
NB / 31-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
MRC Format Exempt Client Requirement
WILLIS LIMITED | B0801WLM | |||
Agreement Number: | 10074N15 | |||
Reinsured: | American Interstate Insurance Company | |||
Type of Agreement: | Casualty Catastrophe Excess of Loss Reinsurance Contract | |||
Period: | 12 months commencing 1st January 2015 | |||
Client Shortname: | WILREINC | |||
Client Ref: | 93948003-15 | |||
Previous Ref: | 10074N14 | |||
Client Longname: | Willis Re Inc., Texas | |||
Brokerage: | 15% brokerage, split 10% Willis Re Inc. and 5% Willis Re London | |||
Account Executive: | Graeme Meachem | Extn: 17449 | ||
London Technician: | Sean Brown | Extn: 27074 |
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
UNIQUE MARKET REFERENCE: | B080110074N15 | |
REINSURED: | American Interstate Insurance Company | |
TYPE: | Casualty Catastrophe Excess of Loss Reinsurance Contract | |
PERIOD: | This Contract will apply to all losses occurring during the period January 1, 2015, 12:01 a.m., Standard Time (as set forth in the Companys policies), to January 1, 2016, 12:01 a.m., Standard Time. | |
TAXES PAYABLE BY REINSURED AND ADMINISTERED BY REINSURERS: | None. | |
TAXES PAYABLE BY REINSURER(S) AND ADMINISTERED BY THE REINSURED OR THEIR AGENT: | 1% Federal Excise Tax where applicable or as statutorily required. | |
REINSURER CONTRACT DOCUMENTATION: |
This Reinsurance Agreement details the Agreement terms entered into by the Reinsurer(s) and constitutes the Reinsurance Agreement.
Any further documentation changing this Agreement, which has been appropriately agreed, shall form the evidence of such change(s)
Full contractual wording (93984003-15 [12-19-14]) is incorporated. |
The Risk Details section represents only a convenient summary of the Contractual Wording and is not itself contractually binding.
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
TABLE OF CONTENTS
ARTICLE |
PAGE | |||||
I |
BUSINESS COVERED |
1 | ||||
II |
TERM |
2 | ||||
III |
SPECIAL TERMINATION |
2 | ||||
IV |
DEFINITIONS |
4 | ||||
Act of Terrorism |
4 | |||||
Declaratory Judgment Expense |
4 | |||||
Extra Contractual Obligations/Loss in Excess of Policy Limits |
4 | |||||
Loss Adjustment Expense |
5 | |||||
Loss Occurrence |
5 | |||||
Net Earned Premium |
6 | |||||
Policy |
6 | |||||
V |
TERRITORY |
6 | ||||
VI |
EXCLUSIONS |
7 | ||||
VII |
TERRORISM ACT RECOVERIES |
9 | ||||
VIII |
COVERAGE |
9 | ||||
IX |
REINSTATEMENT |
10 | ||||
X |
SPECIAL ACCEPTANCE |
10 | ||||
XI |
ACCOUNTING BASIS |
11 | ||||
XII |
REINSURANCE PREMIUM |
11 | ||||
XIII |
NOTICE OF LOSS AND LOSS SETTLEMENTS |
11 | ||||
XIV |
LIABILITY OF REINSURERS |
12 | ||||
XV |
LATE PAYMENTS |
12 | ||||
XVI |
ANNUITIES AT THE COMPANYS OPTION |
13 | ||||
XVII |
AGENCY AGREEMENT |
14 | ||||
XVIII |
SUBROGATION |
14 | ||||
XIX |
ERRORS AND OMISSIONS |
14 | ||||
XX |
OFFSET |
14 | ||||
XXI |
CURRENCY |
15 | ||||
XXII |
TAXES |
15 | ||||
XXIII |
FEDERAL EXCISE TAX |
15 | ||||
XXIV |
FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) |
15 | ||||
XXV |
RESERVES AND FUNDING |
16 | ||||
XXVI |
NET RETAINED LINES |
18 |
XXVII |
THIRD PARTY RIGHTS |
19 | ||||
XXVIII |
SEVERABILITY |
19 | ||||
XXIX |
GOVERNING LAW |
19 | ||||
XXX |
INSPECTION OF RECORDS |
19 | ||||
XXXI |
CONFIDENTIALITY |
20 | ||||
XXXII |
SUNSET AND COMMUTATION |
21 | ||||
XXXIII |
INSOLVENCY |
22 | ||||
XXXIV |
ARBITRATION |
23 | ||||
XXXV |
EXPEDITED ARBITRATION |
25 | ||||
XXXVI |
SERVICE OF SUIT |
25 | ||||
XXXVII |
ENTIRE AGREEMENT |
26 | ||||
XXXVIII |
MODE OF EXECUTION |
26 | ||||
XXXIX |
INTERMEDIARY |
27 | ||||
Nuclear Incident Exclusion Clause - Liability - Reinsurance - U.S.A. |
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
between
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(the Company)
and
THE SUBSCRIBING REINSURER(S) EXECUTING THE
INTERESTS AND LIABILITIES AGREEMENT(S)
ATTACHED HERETO
(the Reinsurer)
ARTICLE I
BUSINESS COVERED
A. | By this Contract the Reinsurer agrees to reinsure the excess liability of the Company under its Policies that are in force at the effective time and date hereof or issued or renewed at or after that time and date, and classified by the Company as Workers Compensation, Employers Liability, including but not limited to coverage provided under the U.S. Longshore and Harbor Workers Compensation Act, Jones Act, Outer Continental Shelf Lands Act and any other Federal Coverage extensions, subject to the terms, conditions and limitations hereafter set forth. |
B. | The Reinsurer further agrees to reinsure the excess liability of the Company under Policies issued by Cooperative Mutual Insurance Company that are in force at the effective time and date hereof or issued or renewed at or after that time and date, and classified by the Company as Workers Compensation, Employers Liability, including but not limited to coverage provided under the U.S. Longshore and Harbor Workers Compensation Act, Jones Act, Outer Continental Shelf Lands Act and any other Federal Coverage extensions, subject to the terms, conditions and limitations hereafter set forth. |
1
ARTICLE II
TERM
A. | This Contract will apply to all losses occurring during the period January 1, 2015, 12:01 a.m. Standard Time (as set forth in the Companys policies), to January 1, 2016, 12:01 a.m. Standard Time. |
B. | Upon the expiration or termination of this Contract, the entire liability of the Reinsurer for losses occurring subsequent to the date of expiration shall cease concurrently with the date of expiration of this Contract. |
C. | Notwithstanding the above, upon expiration or termination of this Contract, the Company shall have the option of requiring that the Reinsurer shall remain liable for losses occurring under Policies in force on the expiration or termination date of this Contract until the next renewal, termination, or natural expiration date of such Policies or until 12 months (plus odd time, not to exceed 18 months in all) following the date of expiration (whichever occurs first). |
D. | If this Contract expires while a Loss Occurrence covered hereunder is in progress, the Reinsurers liability hereunder shall, subject to the other terms and conditions of this Contract, be determined as if the entire Loss Occurrence had occurred prior to the expiration of this Contract, provided that no part of such Loss Occurrence is claimed against any renewal or replacement of this Contract. |
ARTICLE III
SPECIAL TERMINATION
A. | The Company may terminate a subscribing reinsurers share in this Contract by giving written notice to the subscribing reinsurer upon the happening of any one of the following circumstances: |
1. | A State Insurance Department or other legal authority orders the subscribing reinsurer to cease writing business, or |
2. | The subscribing reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations, or |
3. | For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of this Contract, the subscribing reinsurers policyholders surplus, as reported in the financial statements of the subscribing reinsurer, has been reduced by 20.0% or more, or |
2
4. | The subscribing reinsurer has become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the subscribing reinsurers operations previously, or |
5. | The subscribing reinsurer has reinsured its entire liability under this Contract without the Companys prior written consent, or |
6. | The subscribing reinsurer receives an A. M. Best rating of lower than A-, or an S&P financial strength rating of lower than A-, or |
7. | The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder. |
B. | In the event of such termination, the liability of the subscribing reinsurer shall be terminated, at the Companys option, either in accordance with the cutoff provisions of paragraph B of the TERM ARTICLE or in accordance with the runoff provisions of paragraph C of the TERM ARTICLE, and such termination shall be effective as of the date the subscribing reinsurer receives written notice of termination pursuant to paragraph A above. |
C. | In the event the Company terminates a subscribing reinsurers share in this Contract under the provisions of this Article, the Company shall have the option to commute the excess liabilities of the subscribing reinsurer. If this commutation option is exercised, the provisions of the paragraphs B through G of the SUNSET AND COMMUTATION ARTICLE shall apply. |
D. | In the event the Company terminates a subscribing reinsurers share in this Contract under the provision of this Article, the Company shall have the option to require the subscribing reinsurer to fund its share of ceded unearned premium, outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Companys written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Companys ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the subscribing reinsurer. Notwithstanding the foregoing, the Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract in a manner acceptable to the Company. |
3
ARTICLE IV
DEFINITIONS
A. | Act of Terrorism |
Act of Terrorism as used herein shall follow the definition provided under the Terrorism Risk Insurance Act of 2002 (TRIA) and as amended by the Terrorism Risk Insurance Extension Act of 2005 (TRIEA) and the Terrorism Risk Insurance Program Reauthorization Act of 2007 (TRIPRA), together and including any extensions or replacement thereof, the Terrorism Act.
In the event the Terrorism Act is not extended or renewed, Act of Terrorism shall mean a violent act or an act that is dangerous to human life; property; or infrastructure that 1) has resulted in damage within the United States, or outside of the United States in the case of an air carrier or vessel, 2) was committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. The Company shall determine the application of the above definition.
An Act of Terrorism may include an act involving the use and/or dispersal of nuclear, chemical, biological or radiological agents.
B. | Declaratory Judgment Expense |
Declaratory Judgment Expense as used herein shall mean all expenses incurred by the Company in connection with a declaratory judgment action brought to determine the Companys defense and/or indemnification obligations that are allocable to a specific claim subject to this Contract. Declaratory Judgment Expense shall be deemed to have been incurred on the date of the original loss (if any) giving rise to the declaratory judgment action.
C. | Extra Contractual Obligations/Loss in Excess of Policy Limits |
1. | Extra Contractual Obligations |
This Contract shall protect the Company for any Extra Contractual Obligations which as used herein shall mean any punitive, exemplary, compensatory or consequential damages, other than Loss in Excess of Policy Limits, paid or payable by the Company as a result of an action against it by its insured, its insureds assignee or a third party claimant, by reason of alleged or actual negligence, fraud or bad faith on the part of the Company in handling a claim under a Policy subject to this Contract.
An Extra Contractual Obligation shall be deemed to have occurred on the same date as the loss covered or alleged to be covered under the Policy.
4
2. | Loss in Excess of Policy Limits |
This Contract shall protect the Company for any Loss in Excess of Policy Limits which as used herein shall mean an amount that the Company would have been contractually liable to pay had it not been for the limit of the original Policy as a result of an action against it by its insured, its insureds assignee or a third party claimant. Such loss in excess of the limit shall have been incurred because of failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action.
3. | This paragraph C shall not apply where an Extra Contractual Obligation and/or Loss in Excess of Policy Limits has been incurred due to an adjudicated finding of fraud committed by a member of the Board of Directors or a corporate officer of the Company acting individually or collectively or in collusion with a member of the Board of Directors or a corporate officer or a partner of any other corporation or partnership. |
D. | Loss Adjustment Expense |
Loss Adjustment Expense as used herein shall mean all costs and expenses allocable to a specific claim that are incurred by the Company in the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim, including court costs and costs of supersedeas and appeal bonds, and including 1) pre-judgment interest, unless included as part of the award or judgment; 2) post-judgment interest; 3) legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, including Declaratory Judgment Expense; and 4) a pro rata share of salaries and expenses of Company field employees, and expenses of other Company employees who have been temporarily diverted from their normal and customary duties and assigned to the field adjustment of losses covered by this Contract. Loss Adjustment Expense does not include unallocated loss adjustment expense. Unallocated loss adjustment expense includes, but is not limited to, salaries and expenses of employees, other than (4) above, and office and other overhead expenses.
E. | Loss Occurrence |
Loss Occurrence as used in this Contract shall mean any one disaster or casualty or accident or loss or series of disasters or casualties or accidents or losses arising out of or caused by one event. The Company shall be the sole judge of what constitutes one event as outlined herein and in the original Policy.
As respects losses resulting from Occupational or Industrial Disease or Cumulative Trauma, each employee shall be considered a separate Loss Occurrence subject to the following:
Losses resulting from Occupational or Industrial Disease or Cumulative Trauma suffered by employees of an insured for which the employer is liable, as a result of a sudden and accidental event not exceeding 72 hours in duration, shall be considered one Loss Occurrence and may be combined with losses classified as other than Occupational or Industrial Disease or Cumulative Trauma which arise out of the same event and the combination of such losses shall be considered as one Loss Occurrence within the meaning hereof.
5
A loss with respect to each employee affected by an Occupational Disease or Cumulative Trauma shall be deemed to have been sustained by the Company on the date of the beginning of the disability for which compensation is payable.
The terms Occupational or Industrial Disease and Cumulative Trauma as used in this Contract shall be as defined by applicable statutes or regulations.
F. | Net Earned Premium |
Net Earned Premium as used herein is defined as gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract and less dividends paid or accrued.
G. | Policy |
Policy or Policies as used herein shall mean the Companys or Cooperative Mutual Insurance Companys binders, policies and contracts providing insurance or reinsurance on the classes of business covered under this Contract.
H. | Ultimate Net Loss |
Ultimate Net Loss shall mean the actual loss, including any pre-judgment interest which is included as part of the award or judgment, Second Injury Fund assessments that can be allocated to specific claims, Loss Adjustment Expense, 90% of Loss in Excess of Policy Limits, and 90% of Extra Contractual Obligations, paid or to be paid by the Company on its net retained liability after making deductions for all recoveries, subrogations and all claims on inuring reinsurance, whether collectible or not; provided, however, that in the event of the insolvency of the Company, payment by the Reinsurer shall be made in accordance with the provisions of the INSOLVENCY ARTICLE. Nothing herein shall be construed to mean that losses under this Contract are not recoverable until the Companys Ultimate Net Loss has been ascertained.
Notwithstanding the definition of Ultimate Net Loss herein, the provisions of paragraph H of the COVERAGE ARTICLE as respects the Minnesota Workers Compensation Reinsurance Association shall apply.
ARTICLE V
TERRITORY
The territorial limits of this Contract shall be identical with those of the Companys Policies.
6
ARTICLE VI
EXCLUSIONS
A. | This Contract does not apply to and specifically excludes the following: |
1. | Reinsurance assumed by the Company under obligatory reinsurance agreements, except: |
a. | Agency reinsurance where the policies involved are to be reunderwritten in accordance with the underwriting standards of the Company and reissued as Company policies at the next anniversary or expiration date; and |
b. | Intercompany reinsurance between any of the reinsured companies under this Contract. |
c. | Reinsurance assumed through Policies issued by Cooperative Mutual Insurance Company. |
2. | Nuclear risks as defined in the Nuclear Incident Exclusion Clause Liability Reinsurance U.S.A. (NMA 1590 21/9/67) attached hereto. |
3. | Liability as a member, subscriber or reinsurer of any Pool, Syndicate or Association, including Assigned Risk Plans or similar plans; however, this exclusion shall not apply to liability under a Policy specifically designated to the Company from an Assigned Risk Plan or similar plan. |
4. | All liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any Insolvency Fund. Insolvency Fund includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, however denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part. |
5. | Loss caused directly or indirectly by war, whether or not declared, civil war, insurrection, rebellion or revolution, or any act or condition incidental to any of the foregoing. This exclusion shall not apply to any Policy that contains a standard war exclusion. |
6. | Workers Compensation where the principal exposure, as defined by the governing class code, is: |
a. | Operation of aircraft, but only if the annual estimated policy premium is $250,000 or more; |
b. | Operation of Railroads, subways or street railways; |
c. | Manufacturing, assembly, packing or processing of fireworks, fuses, nitroglycerine, magnesium, pyroxylin, ammunition or explosives. This exclusion does not apply to the assembly, packing or processing of explosives when the estimated annual premium is under $250,000 and does not apply to the commercial use of explosives; |
d. | Underground mining. |
7. | Professional sports teams. |
7
B. | Notwithstanding the foregoing, insureds regularly engaged in operations not excluded under paragraph A above, but whose operations may include one or more perils excluded therein, shall not be excluded from coverage afforded by this Contract, provided said operations are incidental to the main operations of the insured. Notwithstanding the foregoing, coverage extended under this paragraph for incidental operations of an insured shall not apply to exposures excluded under subparagraphs 1 through 5 of paragraph A above. The Company shall be the judge of what constitutes an incidental part of the insureds operation. |
C. | Except for subparagraphs 1 through 5 of paragraph A above, if the Company is inadvertently bound or is unknowingly exposed (due to error or automatic provisions of policy coverage) on a risk otherwise excluded in paragraph A above, such exclusion shall be waived. The duration of said waiver will not extend beyond the time that notice of such coverage has been received by a responsible underwriting authority of the Company a nd for a period not exceeding 30 days thereafter, or such longer period required to conform with any notice of cancellation provisions prescribed by regulatory authorities, such period not to exceed 12 months plus odd time (not exceeding 18 months). |
D. | If the Company is required to accept an assigned risk which conflicts with one or more of the exclusions set forth in subparagraph 5 of paragraph A, reinsurance shall apply, but only for the difference between the Companys retention and the limit required by the applicable state statute, and in no event shall the Reinsurers liability exceed the limit set forth in the Coverage Article. |
E. | Notwithstanding the foregoing, any reinsurance falling within the scope of one or more of the exclusions set forth above that is specially accepted by the Reinsurer from the Company shall be covered under this Contract and be subject to the terms hereof. |
F. | Except for subparagraphs 1 through 5 of paragraph A above, should an arbitration decision or any judicial or regulatory entity having competent jurisdiction invalidate any exclusion or expand coverage of the original Policy of the Company, any amount of Loss for which the Company would not be liable, except for such invalidation or expansion of coverage, shall not be subject to any of the exclusions, conditions and limitations hereinafter set forth under this Contract. |
8
ARTICLE VII
TERRORISM ACT RECOVERIES
A. | Any financial assistance the Company receives under the Terrorism Act, shall apply as follows: |
1. | Except as provided in subparagraph 2 below, any such financial assistance shall inure solely to the benefit of the Company and shall be entirely disregarded in applying all of the provisions of this Contract. |
2. | If losses occurring hereunder result in recoveries made by the Company both under this Contract and under the Terrorism Act, and such recoveries, together with any other reinsurance recoverables made by the Company applicable to said losses, exceed the total amount of the Companys insured losses, any amount in excess thereof shall reduce the Ultimate Net Loss subject to this Contract for the losses to which the Terrorism Act assistance applies. These recoveries shall be returned in proportion to each Reinsurers paid share of the loss. |
B. | Nothing herein shall be construed to mean that the losses under this Contract are not recoverable until the Company has received financial assistance under the Terrorism Act. |
ARTICLE VIII
COVERAGE
A. | The Reinsurer shall be liable for the Ultimate Net Loss in excess of $10,000,000 as a result of any one Loss Occurrence. The Reinsurers liability in respect of any one Loss Occurrence shall not exceed $60,000,000. |
B. | The Reinsurers liability in respect of Ultimate Net Loss amounts recoverable hereunder for an Act of Terrorism (as defined in the definition of Act of Terrorism) occurring during the term of this Contract shall not exceed $60,000,000. This paragraph is not subject the REINSTATEMENT ARTICLE. |
C. | The Reinsurers liability in respect of all losses occurring during the term of this Contract shall not exceed $120,000,000. |
D. | As respects the statutory portion of any Workers Compensation Policy, the Companys Ultimate Net Loss subject to this Contract shall not exceed $10,000,000 as respects any one life, each Loss Occurrence |
E. | The Company shall be permitted to purchase (or maintain) other reinsurance which inures to the benefit of this Contract. |
F. | The Company shall be permitted to carry underlying reinsurance, recoveries under which shall inure solely to the benefit of the Company and be entirely disregarded in applying all of the provisions of this Contract. |
G. | As respects Employers Liability, the maximum net subject Policy limit (except statutory where required by law) as respects any one Policy shall be $2,000,000 or the Company shall be deemed to have purchased inuring excess facultative reinsurance for subject Policy limits in excess of $2,000,000. |
H. |
The Company shall be permitted to carry excess of loss reinsurance applying to Workers Compensation risks in the State of Minnesota, actual recoveries under which shall inure to |
9
the benefit of this Contract. Such coverage shall be provided through the Minnesota Workers Compensation Reinsurance Association. Notwithstanding the treatment of inuring coverage in the definition of Ultimate Net Loss, the liability of the Reinsurer for Minnesota Workers Compensation risks is not released. |
ARTICLE IX
REINSTATEMENT
A. | Should all or any part of the Reinsurers limit of liability be exhausted as a result of a Loss Occurrence, the sum so exhausted shall be reinstated from the date the Loss Occurrence commenced. |
B. | For each amount so reinstated, the Company agrees to pay an additional premium at the time of the Reinsurers payment of the loss calculated in accordance with the following formula: |
1. | The percentage of the Reinsurers limit of liability exhausted for the Loss Occurrence; times |
2. | The Net Earned Premium for the term of this Contract (exclusive of reinstatement premium). |
The dollar amount resulting from the multiplication of subparagraphs 1 and 2 above shall equal the reinstatement premium. If at the time of the Reinsurers payment of a loss hereon, the reinsurance premium as calculated under this Contract is unknown, the calculation of the reinstatement premium shall be based upon the deposit premium subject to adjustment when the reinsurance premium is finally established.
C. | Nevertheless, the Reinsurers liability hereunder shall not exceed $60,000,000 in respect of any one Loss Occurrence, and shall be further limited to $120,000,000 in respect of all losses occurring during the term of this Contract. |
ARTICLE X
SPECIAL ACCEPTANCE
From time to time the Company may request a special acceptance applicable to this Contract. For purposes of this Contract, in the event each subscribing reinsurer whose share in the interests and liabilities of the Reinsurer is 20% or greater agree to a special acceptance, such agreement shall be binding on all subscribing reinsurers. If such agreement is not achieved, such special acceptance shall be made to this Contract only with respect to the interests and liabilities of each subscribing reinsurer who agrees to the special acceptance. Should denial for special acceptance not be received within 10 working days of said request, the special acceptance shall be deemed automatically agreed. In the event a reinsurer becomes a party to this Contract subsequent to one or more special acceptances hereunder, the new reinsurer shall automatically accept such special acceptance(s) as being covered hereunder.
10
ARTICLE XI
ACCOUNTING BASIS
All premiums and losses under this Contract shall be reported on an accident year accounting basis. Unless specified otherwise herein, all premiums shall be credited to the period during which they earn, and all losses shall be charged to the period during which they occur.
ARTICLE XII
REINSURANCE PREMIUM
A. | As premium for the reinsurance provided hereunder, the Company shall pay the Reinsurer 0.47% times its Net Earned Premium for the term of this Contract subject to a Minimum Premium of $1,440,000. |
B. | The Company shall pay the Reinsurer a Deposit Premium of $1,800,000 payable in quarterly installments on January 1, April 1, July 1 and October 1. |
C. | Within 90 days after the expiration of this Contract, the Company shall provide a report to the Reinsurer setting forth the premium due hereunder, computed in accordance with paragraph A, and if the premium so computed is greater than the previously paid Deposit Premium, the balance shall be remitted by the Company with its report. |
D. | If this Contract expires on a runoff basis, the Company shall pay to the Reinsurer a premium for the runoff period equal to the expiring rate times its Net Earned Premium for the runoff period. The runoff premium shall be calculated and paid within 90 days after the end of each three-month period during the runoff period. There shall be no minimum premium requirement for the runoff period. |
ARTICLE XIII
NOTICE OF LOSS AND LOSS SETTLEMENTS
A. | As soon as practicable, the Company shall advise the Reinsurer of all bodily injury claims or losses involving any of the following: |
1. | Any claim or loss reserved at 50.0% or more of the Companys retention under this Contract. |
2. | Any claim involving any of the following injuries where the Companys incurred loss is greater than or equal to $1,000,000: |
a. | Fatality. |
b. | Spinal cord injuries (e.g., quadriplegia, paraplegia). |
c. | Brain damage (e.g., seizure, coma or physical/mental impairment). |
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d. | Severe burn injuries resulting in disfigurement or scarring. |
e. | Total or partial blindness in one or both eyes. |
f. | Major organ (e.g., heart, lungs). |
g. | Amputation of a limb or multiple fractures. |
B. | The Company shall also advise the Reinsurer promptly of all losses which, in the opinion of the Company, may result in a claim hereunder and of all subsequent developments thereto which, in the opinion of the Company, may materially affect the position of the Reinsurer. |
C. | When so requested in writing, the Company shall afford the Reinsurer or its representatives an opportunity to be associated with the Company, at the expense of the Reinsurer, in the defense of any claim, suit or proceeding involving this reinsurance, and the Company and the Reinsurer shall cooperate in every respect in the defense of such claim, suit or proceeding. |
D. | All loss settlements made by the Company that are within the terms and conditions of this Contract (including but not limited to ex gratia payments) shall be binding upon the Reinsurer. Upon receipt of satisfactory proof of loss, the Reinsurer agrees to promptly pay or allow, as the case may be, its share of each such settlement in accordance with this Contract. |
ARTICLE XIV
LIABILITY OF REINSURERS
All reinsurances for which the Reinsurer shall be liable by virtue of this Contract shall be subject in all respects to the same rates, terms, conditions, interpretations and waivers and to the same modifications, alterations, and cancellations, as the respective policies to which such reinsurances relate, the true intent of the parties to this Contract being that the Reinsurer shall follow the fortunes of the Company.
ARTICLE XV
LATE PAYMENTS
A. | In the event any premium, loss or other payment due either party is not received by the Intermediary hereunder by the payment due date, the party to whom payment is due may, by notifying the Intermediary in writing, require the debtor party to pay, and the debtor party agrees to pay, an interest penalty on the amount past due calculated for each such payment on the last business day of each month as follows: |
1. | The number of full days which have expired since the due date or the last monthly calculation, whichever the lesser; times |
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2. | 1/365ths of a rate equal to the 90-day Treasury Bill rate as published in The Wall Street Journal on the first business day following the date a remittance becomes due; times |
3. | The amount past due, including accrued interest. |
It is agreed that interest shall accumulate until payment of the original amount due plus interest penalties have been received by the Intermediary.
B. | The establishment of the due date shall, for purposes of this Article, be determined as follows: |
1. | As respects the payment of deposits and premiums due the Reinsurer, the due date shall be as provided for in the applicable section of this Contract. |
2. | Any claim or loss payment due the Company hereunder shall be deemed due 10 business days after the proof of loss or demand for payment is transmitted to the Reinsurer. If such loss or claim payment is not received within the 10 days, interest will accrue on the payment or amount overdue in accordance with the interest penalty calculation above, from the date the proof of loss or demand for payment was transmitted to the Reinsurer. |
3. | As respects any payment, adjustment or return due either party not otherwise provided for in subparagraphs 1 and 2 of this paragraph, the due date shall be as provided for in the applicable section of this Contract. |
C. | For purposes of interest calculation only, amounts due hereunder shall be deemed paid upon receipt by the Intermediary. The validity of any claim or payment may be contested under the provisions of this Contract. If the debtor party prevails in an arbitration, or any other proceeding, there shall be no interest penalty due. Otherwise, any interest will be calculated and due as outlined above. |
D. | Interest penalties arising out of the application of this Article that are $100 or less from any party shall be waived unless there is a pattern of late payments consisting of three or more items over the course of any 12-month period. |
ARTICLE XVI
ANNUITIES AT THE COMPANYS OPTION
A. | Whenever the Company is required, or elects, to purchase an annuity or to negotiate a structured settlement, either in satisfaction of a judgment or in an out-of-court settlement or otherwise, the cost of the annuity or the structured settlement, as the case may be, shall be deemed part of the Companys Ultimate Net Loss. |
B. | The terms annuity or structured settlement shall be understood to mean any insurance policy, lump sum payment, agreement or device of whatever nature resulting in the payment of a lump sum by the Company in settlement of any or all future liabilities which may attach to it as a result of an occurrence. |
C. | In the event the Company purchases an annuity which inures in whole or in part to the benefit of the Reinsurer, it is understood that the liability of the Reinsurer is not released thereby. In the event the Company is required to provide benefits not provided by the annuity for whatever reason, the Reinsurer shall pay its share of any loss. |
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ARTICLE XVII
AGENCY AGREEMENT
If more than one reinsured company is named as a party to this Contract, the first named company will be deemed the agent of the other reinsured companies for purposes of sending or receiving notices required by the terms and conditions of this Contract and for purposes of remitting or receiving any monies due any party.
ARTICLE XVIII
SUBROGATION
The Reinsurer shall be credited with subrogation recoveries (i.e., reimbursement obtained or recovery made by the Company, less Loss Adjustment Expense incurred in obtaining such reimbursement or making such recovery) on account of claims and settlements involving reinsurance hereunder. Subrogation recoveries thereon shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company, at its sole option and discretion, may enforce its rights to subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and may prosecute all claims arising out of such rights.
ARTICLE XIX
ERRORS AND OMISSIONS
Any inadvertent delay, omission or error shall not be held to relieve either party hereto from any liability which would attach to it hereunder if such delay, omission or error had not been made, provided such omission or error is rectified upon discovery. Nothing contained in this Article shall be held to override the specific loss reporting deadline of the SUNSET AND COMMUTATION ARTICLE.
ARTICLE XX
OFFSET
The Company and the Reinsurer may offset any balance or amount due from one party to the other under this Contract or any other contract heretofore or hereafter entered into between the Company and the Reinsurer, whether acting as assuming reinsurer or ceding company. The party asserting the right of offset may exercise such right any time whether the balances due are on account of premiums or losses or otherwise.
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ARTICLE XXI
CURRENCY
A. | Whenever the word Dollars or the $ sign appears in this Contract, they shall be construed to mean United States Dollars and all transactions under this Contract shall be in United States Dollars. |
B. | Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company. |
ARTICLE XXII
TAXES
In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the United States of America, the District of Columbia or Canada.
ARTICLE XXIII
FEDERAL EXCISE TAX
(Applicable to those subscribing reinsurers who are domiciled outside the United States of America, excepting subscribing reinsurers exempt from Federal Excise Tax.)
A. | The subscribing reinsurer has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to the extent such premium is subject to the Federal Excise Tax. |
B. | In the event of any return of premium becoming due hereunder the subscribing reinsurer will deduct the applicable percentage from the return premium payable hereon and the Company or its agent should take steps to recover the tax from the United States Government. |
ARTICLE XXIV
FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA)
A. | The Reinsurer hereby acknowledges the requirements of Sections 1471-1474 U.S. Internal Revenue Code of 1986, as amended, and the Treasury regulations and other guidance issued from time to time thereunder (FATCA) and the obligation to provide to the Company and the intermediary. a valid Internal Revenue Service (IRS) Form W8-BEN-E, W-9 or other documentation meeting the requirements of the FATCA regulations to establish they are not subject to any withholding requirement pursuant to FATCA (the Required Documentation). |
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B | The Reinsurer shall notify the Company and the intermediary in writing (by electronic mail, certified mail or overnight mail using a nationally recognized overnight delivery service) in the event the Reinsurer is not compliant with FATCA. If the Reinsurer has not provided the Company and the intermediary with the Required Documentation thirty (30) days prior to any premium due date, or becomes non-compliant with FATCA at any later date, the Withholding Agent [as defined in U.S. Treasury Regulation Section 1.1471-1(b)(147)] shall withhold thirty percent (30%) of any premium payment to the Reinsurer under this Contract and shall promptly notify the Reinsurer of such withholding (Withholding). The Reinsurer hereby agrees to such Withholding. |
C. | In the event the Reinsurer is subject to Withholding as set forth under FATCA, the Reinsurer continues to remain fully liable for all of its obligations under this Contract. The Withholding under paragraph B above does not constitute a breach of contract, any premium payment condition, warranty or other clause of this Contract. Reinsurer(s) subject to Withholding may not terminate, cancel, revoke or restrict this Contract, may not terminate, cancel, revoke or restrict coverage under this Contract in any manner and may not deny, refuse, restrict or delay payment of any claim under this Contract or invoke any interest, penalty or other late payment provision hereunder, based on the Withholding. Reinsurer(s) subject to Withholding shall be liable under this Contract as if no Withholding had been made. |
D. | Amounts deducted or withheld as Withholding are not subject to offset. Offset rights, if any, under this Contract are hereby amended in accordance with the terms of this Article. |
E. | The Reinsurer shall indemnify the Company and its agents for any and all liability, expense, interest or penalty the Company and its agents incur, based upon, arising from or in connection with (i) any inaccurate or invalid Required Documentation; or (ii) any violation by the Reinsurer of FATCA. Such indemnity shall survive the expiration or termination of this Contract. |
ARTICLE XXV
RESERVES AND FUNDING
A. | A subscribing reinsurer will provide funding under the terms of this Article only if the Company will be denied statutory credit for reinsurance ceded to that subscribing reinsurer pursuant to the credit for reinsurance law or regulations in any applicable jurisdiction. In the event any of the provisions of this Article conflict with or otherwise fail to satisfy the requirements of the appropriate credit for reinsurance statute or regulation, this Article will be deemed amended to conform to the appropriate statute or regulation; the intent of this Article being that the Company will be permitted to realize full credit for the reinsurance ceded to the Reinsurer under this Contract. |
B. |
As regards Policies or bonds issued by the Company coming within the scope of this Contract, the Company agrees that when it shall file with the insurance regulatory authority |
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or set up on its books reserves for losses covered hereunder which it shall be required by law to set up, it will forward to the subscribing reinsurer a statement showing the proportion of such reserves which is applicable to the subscribing reinsurer. The subscribing reinsurer hereby agrees to fund such reserves in respect of known outstanding losses that have been reported to the subscribing reinsurer and allocated Loss Adjustment Expense relating thereto, losses and allocated Loss Adjustment Expense paid by the Company but not recovered from the subscribing reinsurer, plus reserves for losses incurred but not reported, as shown in the statement prepared by the Company (hereinafter referred to as subscribing reinsurers obligations) by funds withheld, cash advances or a Letter of Credit. The subscribing reinsurer shall have the option of determining the method of funding provided it is acceptable to the Company and to the insurance regulatory authorities having jurisdiction over the Companys reserves. |
C. | When funding by a Letter of Credit, the subscribing reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit issued by a bank and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Companys reserves in an amount equal to the subscribing reinsurers proportion of said reserves. Such Letter of Credit shall be issued for a period of not less than one year, and shall be automatically extended for one year from its date of expiration or any future expiration date unless 30 days (60 days where required by insurance regulatory authorities) prior to any expiration date the issuing bank shall notify the Company by certified or registered mail that the issuing bank elects not to consider the Letter of Credit extended for any additional period. |
D. | The subscribing reinsurer and Company agree that the Letters of Credit provided by the subscribing reinsurer pursuant to the provisions of this Contract may be drawn upon at any time, notwithstanding any other provision of this Contract, and be utilized by the Company or any successor, by operation of law, of the Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company for the following purposes, unless otherwise provided for in a separate Trust Agreement: |
1. | To reimburse the Company for the subscribing reinsurers obligations, the payment of which is due under the terms of this Contract and which has not been otherwise paid; |
2. | To make refund of any sum which is in excess of the actual amount required to pay the subscribing reinsurers obligations under this Contract; |
3. | To fund an account with the Company for the subscribing reinsurers obligations. Such cash deposit shall be held in an interest bearing account separate from the Companys other assets, and interest thereon not in excess of the prime rate shall accrue to the benefit of the subscribing reinsurer; |
4. | To pay the subscribing reinsurers share of any other amounts the Company claims are due under this Contract. |
In the event the amount drawn by the Company on any Letter of Credit is in excess of the actual amount required for subparagraph 1 or 3, or in the case of subparagraph 4, the actual amount determined to be due, the Company shall promptly return to the subscribing reinsurer the excess amount so drawn. All of the foregoing shall be applied without diminution because of insolvency on the part of the Company or the subscribing reinsurer.
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E. | The issuing bank shall have no responsibility whatsoever in connection with the propriety of withdrawals made by the Company or the disposition of funds withdrawn, except to ensure that withdrawals are made only upon the order of properly authorized representatives of the Company. |
F. | At annual intervals, or more frequently as agreed but never more frequently than quarterly, the Company shall prepare a specific statement of the subscribing reinsurers obligations, for the sole purpose of amending the Letter of Credit, in the following manner: |
1. | If the statement shows that the subscribing reinsurers obligations exceed the balance of credit as of the statement date, the subscribing reinsurer shall, within 30 days after receipt of notice of such excess, secure delivery to the Company of an amendment to the Letter of Credit increasing the amount of credit by the amount of such difference. |
2. | If, however, the statement shows that the subscribing reinsurers obligations are less than the balance of credit as of the statement date, the Company shall, within 30 days after receipt of written request from the subscribing reinsurer, release such excess credit by agreeing to secure an amendment to the Letter of Credit reducing the amount of credit available by the amount of such excess credit. |
G. | Should the subscribing reinsurer be in breach of its obligations under this Article, notwithstanding anything to the contrary elsewhere in this Contract, the Company may seek relief in respect of said breach from any court having competent jurisdiction of the parties hereto. |
ARTICLE XXVI
NET RETAINED LINES
A. | This Contract applies only to that portion of any Policy which the Company retains net for its own account (prior to deduction of any underlying reinsurance specifically permitted in this Contract), and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Contract attaches, only loss or losses in respect of that portion of any Policy which the Company retains net for its own account shall be included. |
B. | The amount of the Reinsurers liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Company to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. |
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ARTICLE XXVII
THIRD PARTY RIGHTS
This Contract is solely between the Company and the Reinsurer, and in no instance shall any other party have any rights under this Contract except as expressly provided otherwise in the INSOLVENCY ARTICLE.
ARTICLE XXVIII
SEVERABILITY
If any provision of this Contract shall be rendered illegal or unenforceable by the laws or regulations of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of any other provision of this Contract or the enforceability of such provision in any other jurisdiction.
ARTICLE XXIX
GOVERNING LAW
This Contract shall be governed as to performance, administration and interpretation by the laws of the State of Nebraska, exclusive of that states rules with respect to conflicts of law, except as to rules with respect to credit for reinsurance in which case the applicable rules of all states shall apply.
ARTICLE XXX
INSPECTION OF RECORDS
A. | The Reinsurer or its designated representative(s) approved by the Company, upon providing reasonable advance notice to the Company, shall have access at the offices of the Company or at a location to be mutually agreed, at a time to be mutually agreed, to inspect the Companys underwriting, accounting, or claim files pertaining to the subject matter of this Contract, other than proprietary information or privileged communications. The Company shall determine the manner in which files shall be accessed by the Reinsurer. The Reinsurer may, at its own expense, reasonably request copies of such files and agrees to pay the Companys reasonable costs incurred in procuring such copies. |
B. | If any undisputed amounts are overdue from the Reinsurer to the Company, the Reinsurer shall have access to such records only upon payment of all such overdue amounts. |
C. | If the Reinsurer makes any inspection of the Companys books and records involving specific claims under this Contract and, as a result of the inspection the claim is contested or disputed, the Reinsurer shall provide the Company, at the Companys request, a summary of any reports, other than proprietary information or privileged communications, completed by the Reinsurers personnel or by third parties on behalf of the Reinsurer outlining the reasons for contesting or disputing the subject claim. |
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ARTICLE XXXI
CONFIDENTIALITY
A. | The Reinsurer hereby acknowledges that the documents, information, and data provided to the Reinsurer by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract (Confidential Information) are proprietary and confidential to the Company. |
B. | Absent the written consent of the Company, the Reinsurer will not disclose any Confidential Information to any third parties, except when: |
1. | The disclosure is to professional advisors or to authorized agents of the Reinsurer performing underwriting, claim handling, pricing, placement and/or evaluation services for the Reinsurer; or |
2. | The Confidential Information is publicly known or has become publicly known through no unauthorized act of the Reinsurer; or |
3. | Required by retrocessionaires subject to the business ceded to this Contract; or |
4. | Required by state regulators performing an audit of the Reinsurers records and/or financial condition; or |
5. | Required by auditors performing an audit of the Reinsurers records in the normal course of business. |
C. | Further, the Reinsurer agrees not to use any Confidential Information for any purpose not permitted by this Contract or not related to the performance of their obligations or enforcement of their rights under this Contract. |
D. | Notwithstanding the above, in the event that the Reinsurer is required by court order, other legal process, or any regulatory authority to release or disclose any or all of the Confidential Information, the Reinsurer agrees to provide the Company by written or electronic mail, reasonable advance notice of same prior to such release or disclosure and to use their reasonable best efforts to assist the Company in maintaining the confidentiality provided for in this Article. |
E. | The provisions of this Article will extend to the officers, directors, shareholders, and employees of the Reinsurer and its affiliates, who have received Confidential Information in accordance with this Contract and will be binding upon their successors and assigns. |
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ARTICLE XXXII
SUNSET AND COMMUTATION
A. | Ten years after the expiration of this Contract, the Company shall advise the Reinsurer of any Loss Occurrences attaching to this Contract which have not been finally settled and which may result in a claim by the Company under this Contract. No liability shall attach hereunder for any claim or claims not reported to the Reinsurer within this ten year period. If a loss arising out of a Loss Occurrence is reported during this period, all losses arising out of the same Loss Occurrence shall be deemed reported under this paragraph regardless of when notification of loss is provided. |
B. | If both parties agree to commute the unsettled losses subject to the Contract, then the Reinsurers liability for all such unsettled losses shall then be commuted. |
C. | It is understood that commutation of all such losses shall be made using tabular reserving methods. For each loss, the nominal ultimate value of the Companys Ultimate Net Loss shall be established by projecting out future medical and indemnity payments and loss expenses by year based on appropriate trends and escalations applied to annual cost estimates. The Contract limit and retention (where applicable) shall then be applied to the nominal ultimate value of the Companys Ultimate Net Loss to determine the nominal ultimate Contract loss. Mortality factors and discount factors shall then be applied by year to the nominal ultimate Contract loss. The discounted, mortality adjusted projected annual loss payments shall be summed to determine the present value (commutation price) of the ultimate Contract loss. The medical escalation, discount and mortality factors are described in paragraph C. |
D. | The following factors shall be utilized in establishing the commutation price: |
1. | Medical Escalation Rate |
The medical escalation rate shall be a reasonable estimate of future medical inflation.
2. | Discount Rate |
The discount rate shall be the annualized 10-year US Treasury Bill rate at the Valuation Date.
3. | Mortality Tables |
Mortality factors shall be based on the most recent mortality table at the Valuation Date from the Vital Statistics of the United States as published by the US Department of Health and Human Services, Center for Disease Control and Prevention. Factors for extension beyond age 85 shall also be included.
4. | Impairment |
Impairment factors shall be based on the individual claim characteristics.
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Any other method of calculating the commutation price of one or more losses subject to this Contract may be used as mutually agreed between the Company and the Reinsurer.
E. | If the Company and the Reinsurer cannot agree on a commutation value, the effort can be abandoned. Alternatively, the Company and the Reinsurer may mutually agree to settle any difference using a panel of three actuaries, one to be chosen by each party and the third by the two so chosen. If either party refuses or neglects to appoint an actuary within 30 days, the other party may appoint two actuaries. If the two actuaries fail to agree on the selection of a third actuary within 30 days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All the actuaries shall be regularly engaged in the valuation of Workers Compensation claims and shall be Fellows of the Casualty Actuarial Society or members of the American Academy of Actuaries. All of the actuaries shall be independent of either party to this Contract. |
F. | The settlement agreed upon by a majority of the panel of actuaries shall be final and binding on both parties and set forth in a sworn written document expressing their professional opinion that said value is fair for the complete mutual release of all liabilities in respect of such reserves. |
G. | The Reinsurers commutation payment shall be due within 7 days following the date the Company and the Reinsurer agree to the commutation price. Such payment by the Reinsurer shall constitute both a complete release of the Reinsurer of its liability for all losses, known or unknown, under this Contract, and a complete release of the Company of its liabilities and obligations, known or unknown, under this Contract. |
H. | This Article shall survive the expiration of this Contract. |
ARTICLE XXXIII
INSOLVENCY
A. | In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. |
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B. | Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. |
C. | It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except 1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and in substitution for the obligations of the Company to such payees. |
D. | In the event of the insolvency of any company or companies listed in the designation of Company under this Contract, this Article shall apply only to the insolvent company or companies. |
ARTICLE XXXIV
ARBITRATION
A. | As a condition precedent to any right of action hereunder, any irreconcilable dispute arising out of the interpretation, performance or breach of this Contract, including the formation or validity thereof, whether arising before or after the expiry or termination of the Contract, shall be submitted for decision to a panel of three arbitrators. Notice requesting arbitration will be in writing and sent by certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the party demanding arbitration. |
B. | The Company shall have the option to either litigate or arbitrate where: |
1. | The Reinsurer makes any allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or |
2. | The Reinsurer experiences any of the circumstances set forth in subparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE. |
C. | One arbitrator shall be appointed by each party. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the second arbitrator. |
D. |
The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. Should the two arbitrators fail to choose the third |
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arbitrator within 30 days of the appointment of the second arbitrator, the parties shall appoint the third arbitrator pursuant to the AIDA Reinsurance and Insurance Arbitration Society U.S. (ARIAS) Umpire Selection Procedure. All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyds, London. |
E. | Within 30 days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in Omaha, Nebraska but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Nebraska. The decision of any two arbitrators when rendered in writing shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. |
F. | In the event an arbitrator is unable to serve due to death, disability or other incapacity, a replacement arbitrator shall be chosen in accordance with the procedures set forth in this Article for the original selection of the arbitrator appointed and the newly constituted panel shall take all necessary and/or reasonable measures to continue the arbitration proceedings without additional delay. |
G. | The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered in any court having jurisdiction thereof. |
H. | If more than one subscribing reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such subscribing reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the subscribing reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such subscribing reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the subscribing reinsurers under the terms of this Contract from several to joint. |
I. | Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the extent permitted by law. However, the panel may not award any Exemplary or Punitive Damages and Enhanced Compensatory Damages. |
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ARTICLE XXXV
EXPEDITED ARBITRATION
A. | Notwithstanding the provisions of the ARBITRATION ARTICLE, in the event an amount in dispute hereunder is $500,000 or less, the Company may elect to require an expedited arbitration process with the use of a single arbitrator. The arbitrator will be chosen in accordance with the procedures for selecting an arbitrator in force on the date the arbitration is demanded, established by the AIDA Reinsurance and Insurance Arbitration Society U.S. (ARIAS). |
B. | Each partys case will be submitted to the arbitrator within 100 days of the date of determination of the arbitrator. Discovery will be limited to exchanging only those documents directly relating to the issue in dispute, subject to a limit of two discovery depositions from each party, unless otherwise authorized by the arbitrator upon a showing of good cause. |
C. | Within 120 days of the date of determination of the arbitrator, the hearing will be completed and a written award will be issued by the arbitrator. The arbitrator will have all the powers conferred on the arbitration panel as provided in the ARBITRATION ARTICLE, and said Article will apply to all matters not specifically addressed above. |
ARTICLE XXXVI
SERVICE OF SUIT
(This Article is applicable if the Reinsurer is not domiciled in the United States of America and/or is not authorized in any State, Territory, or District of the United States where authorization is required by insurance regulatory authorities. This Article is not intended to conflict with or override the obligation of the parties to arbitrate their disputes in accordance with the ARBITRATION ARTICLE.)
A. | In the event of the failure of the Reinsurer to perform its obligations under this Contract, the Reinsurer, at the request of the Company, shall submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurers rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. The Reinsurer, once the appropriate court is selected, whether such court is the one originally chosen by the Company and accepted by the Reinsurer or is determined by removal, transfer, or otherwise, as provided for above, shall comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against it upon this Contract, and shall abide by the final decision of such court or of any appellate court in the event of an appeal. The validity and/or enforceability of any arbitration award or judgment obtained in the United States shall not be contested by the Reinsurer in any jurisdiction outside of the United States. |
25
B. | Service of process in such suit may be made upon the law firm of Mendes and Mount, 750 Seventh Avenue, New York, NY 10019, or another party specifically designated by the Reinsurer in its Interests and Liabilities Agreement attached hereto. |
C. | Further, pursuant to any statute of any state, territory or district of the United States that makes provision therefor, the Reinsurer hereby designates the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his/her successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceedings instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof. |
D. | The individual named in Paragraph C shall be deemed the Reinsurers agent for the service of process: |
1. | where the address designated in, or pursuant to paragraph B is invalid; or |
2. | to the extent necessary to bring this Contract into conformity with the applicable law of a state with jurisdiction over the Company. |
ARTICLE XXXVII
ENTIRE AGREEMENT
This Contract shall constitute the entire agreement between the parties with respect to the business being reinsured hereunder. There are no understandings between the parties other than as expressed in this Contract. Any change or modification to this Contract shall be null and void unless made by amendment to this Contract and signed by both parties. This Article shall not be construed as limiting in any way the admissibility in the context of an arbitration or any other legal proceeding, evidence regarding the formation, interpretation, purpose or intent of this Contract.
ARTICLE XXXVIII
MODE OF EXECUTION
This Contract may be executed either by an original written ink signature of paper documents, by an exchange of facsimile copies showing the original written ink signature of paper documents, or by electronic signature by either party employing appropriate software technology as to satisfy the parties at the time of execution that the version of the document agreed to by each party shall always be capable of authentication and satisfy the same rules of evidence as written signatures. The use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of this Contract. This Contract may be executed in one or more counterparts, each of which, when duly executed, shall be deemed an original.
26
ARTICLE XXXIX
INTERMEDIARY
Willis Re Inc. is hereby recognized as the intermediary negotiating this Contract and through whom all communications, including but not limited to accounts, claim information, funds and inquiries, to the Company or the Reinsurer shall be transmitted. Payments by the Company to Willis Re Inc. shall be deemed to constitute payment to the Reinsurer and payments by the Reinsurer to Willis Re Inc. shall be deemed to constitute payment to the Company only to the extent that such payments are actually received by the Company.
IN WITNESS WHEREOF , the Company by its duly authorized representative has executed this Contract as of the date specified below:
Signed this day of , 20 .
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
By |
|
|
Printed Name |
|
|
Title |
|
27
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A.
(1) This reinsurance does not cover any loss or liability accruing to the Reassured as a member of, or subscriber to, any association of insurers or reinsurers formed for the purpose of covering nuclear energy risks or as a direct or indirect reinsurer of any such member, subscriber or association.
(2) Without in any way restricting the operation of paragraph (1) of this Clause it is understood and agreed that for all purposes of this reinsurance all the original policies of the Reassured (new, renewal and replacement) of the classes specified in Clause II of this paragraph (2) from the time specified in Clause III in this paragraph (2) shall be deemed to include the following provision (specified as the Limited Exclusion Provision):
Limited Exclusion Provision.*
I. | It is agreed that the policy does not apply under any liability coverage, |
to ( injury, sickness, disease, death or destruction ,
(bodily injury or property damage
with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability.
II. | Family Automobile Policies (liability only), Special Automobile Policies (private passenger automobiles, liability only), Farmers Comprehensive Personal Liability Policies (liability only), Comprehensive Personal Liability Policies (liability only) or policies of a similar nature; and the liability portion of combination forms related to the four classes of policies stated above, such as the Comprehensive Dwelling Policy and the applicable types of Homeowners Policies. |
III. | The inception dates and thereafter of all original policies as described in II above, whether new, renewal or replacement, being policies which either |
(a) become effective on or after 1st May, 1960, or
(b) become effective before that date and contain the Limited Exclusion Provision set out above; provided this paragraph (2) shall not be applicable to Family Automobile Policies, Special Automobile Policies, or policies or combination policies of a similar nature, issued by the Reassured on New York risks, until 90 days following approval of the Limited Exclusion Provision by the Governmental Authority having jurisdiction thereof.
(3) Except for those classes of policies specified in Clause II of paragraph (2) and without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that for all purposes of this reinsurance the original liability policies of the Reassured (new, renewal and replacement) affording the following coverages:
Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability)
shall be deemed to include, with respect to such coverages, from the time specified in Clause V of this paragraph (3), the following provision (specified as the Broad Exclusion Provision):
Broad Exclusion Provision.*
It is agreed that the policy does not apply:
I. | Under any Liability Coverage, to ( injury, sickness, disease, death or destruction |
(bodily injury or property damage
(a) with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or
(b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization.
II. | Under any Medical Payments Coverage, or under any Supplementary Payments Provision |
relating to ( immediate medical or surgical relief,
(first aid,
to expenses incurred with respect
to ( bodily injury, sickness, disease or death
(bodily injury
resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization.
III. | Under any Liability Coverage to ( injury, sickness, disease, death or destruction |
(bodily injury or property damage
resulting from the hazardous properties of nuclear material, if
(a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom;
(b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or
1
(c) the ( injury, sickness, disease, death or destruction
(bodily injury or property damages
arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories, or possessions or Canada, this exclusion (c) applies only to
( injury to or destruction of property at such nuclear facility
(property damage to such nuclear facility and any property thereat.
IV. | As used in this endorsement: |
Hazardous properties include radioactive, toxic or explosive properties; nuclear material means source material, special nuclear material or byproduct material; source material, special nuclear material, and byproduct material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; waste means any waste material (1) containing byproduct material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; nuclear facility means
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste,
(c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235,
(d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste,
and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material;
( With respect to injury to or destruction of property, the word injury or destruction
(property damage includes all forms of radioactive contamination of property
( includes all forms of radioactive contamination of property .
V. | The inception dates and thereafter of all original policies affording coverages specified in this paragraph (3), whether new, renewal or replacement, being policies which become effective on or after 1st May, 1960, provided this paragraph (3) shall not be applicable to |
(i) Garage and Automobile Policies issued by the Reassured on New York risks, or
(ii) statutory liability insurance required under Chapter 90, General Laws of Massachusetts,
until 90 days following approval of the Broad Exclusion Provision by the Governmental Authority having jurisdiction thereof.
(4) Without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that paragraphs (2) and (3) above are not applicable to original liability policies of the Reassured in Canada and that with respect to such policies this Clause shall be deemed to include the Nuclear Energy Liability Exclusion Provisions adopted by the Canadian Underwriters Association of the Independent Insurance Conference of Canada.
* | NOTE: The words printed in italics in the Limited Exclusion Provision and in the Broad Exclusion Provision shall apply only in relation to original liability policies which include a Limited Exclusion Provision or a Broad Exclusion Provision containing those words. |
21/9/67
N.M.A. 1590
BRMA 35A
2
INTERESTS AND LIABILITIES AGREEMENT
(the Agreement)
of
UNDERWRITERS AT LLOYDS, LONDON
AS SET FORTH IN THE SIGNING PAGE(S) ATTACHED HERETO
(the Subscribing Reinsurer)
with respect to the
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(collectively the Company)
The Subscribing Reinsurer shall have a share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company. The Subscribing Reinsurers percentage share shall equal the sum of the final signed lines percentage share(s) as executed on the attached signing page(s) for Lloyds Underwriters.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2015 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2016.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement per the attached signing page(s).
INTERESTS AND LIABILITIES AGREEMENT
(the Agreement)
of
HOUSTON CASUALTY COMPANY
(the Subscribing Reinsurer)
with respect to the
CASUALTY CATASTROPHE EXCESS OF LOSS
REINSURANCE CONTRACT
(the Contract)
issued to
AMERICAN INTERSTATE INSURANCE COMPANY
SILVER OAK CASUALTY, INC.
both of Omaha, Nebraska
and
AMERICAN INTERSTATE INSURANCE COMPANY OF TEXAS
Austin, Texas
and
any other insurance companies which are now or hereafter come under the ownership,
control or management of Amerisafe, Inc.
(collectively the Company)
The Subscribing Reinsurer shall have a 10.00% share in the interests and liabilities of the Reinsurer as set forth in the Contract attached hereto and executed by the Company.
This Agreement shall commence at 12:01 a.m., Standard Time, January 1, 2015 and shall continue in force until 12:01 a.m., Standard Time, January 1, 2016.
The share of the Subscribing Reinsurer in the interests and liabilities of the Reinsurer shall be several and not joint with the share of any other subscribing reinsurer. In no event shall the Subscribing Reinsurer participate in the interests and liabilities of the other subscribing reinsurers.
IN WITNESS WHEREOF , the Subscribing Reinsurer by its duly authorized representative has executed this Agreement as of the date specified below:
Signed this 31 st day of December, 2014.
HOUSTON CASUALTY COMPANY | ||
By |
/s/ STEPHEN KEMPTON |
|
Print Name |
STEPHEN KEMPTON |
|
Title |
ACCIDENT AND HEALTH UNDERWRITER |
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
THIS INFORMATION SECTION LISTS INFORMATION MADE AVAILABLE TO REINSURERS FOR ASSESSMENT OF THE RISK. IT DOES NOT INCLUDE CONTRACTUAL TERMS AND CONDITIONS OF COVER.
ESTIMATED PREMIUM INCOME: | $381,600,000 |
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
REINSURERS LIABILITY: |
Reinsurers Liability Clause LMA3333 | |
Reinsurers liability several not joint.
The liability of a Reinsurer under this contract is several and not joint with other Reinsurers party to this contract. A Reinsurer is liable only for the proportion of liability it has underwritten. A Reinsurer is not jointly liable for the proportion of liability underwritten by any other Reinsurer. Nor is a Reinsurer otherwise responsible for any liability of any other Reinsurer that may underwrite this contract.
The proportion of liability under this contract underwritten by a Reinsurer (or, in the case of a Lloyds syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown next to its stamp. This is subject always to the provision concerning signing below.
In the case of a Lloyds syndicate, each member of the syndicate (rather than the syndicate itself) is a Reinsurer. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that members proportion. A member is not jointly liable for any other members proportion. Nor is any member otherwise responsible for any liability of any other Reinsurer that may underwrite this contract. The business address of each member is Lloyds, One Lime Street, London EC3M 7HA. The identity of each member of a Lloyds syndicate and their respective proportion may be obtained by writing to Market Services, Lloyds, at the above address.
Proportion of liability
Unless there is signing (see below), the proportion of liability under this contract underwritten by each Reinsurer (or, in the case of a Lloyds syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown next to its stamp and is referred to as its written line.
Where this contract permits, written lines, or certain written lines, may be adjusted (signed). In that case a schedule is to be appended to this contract to show the definitive proportion of liability under this contract underwritten by each Reinsurer (or, in the case of a Lloyds syndicate, the total of the proportions underwritten by all the members of the syndicate taken together). A definitive proportion (or, in the case of a Lloyds syndicate, the total of the proportions underwritten by all the members of a Lloyds syndicate taken together) is referred to as a signed line. The signed lines shown in the schedule will prevail over the written lines unless a proven error in calculation has occurred. |
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
Although reference is made at various points in this clause to this contract in the singular, where the circumstances so require this should be read as a reference to contracts in the plural. | ||
ORDER HEREON: | 47.50% | |
BASIS OF WRITTEN LINES: |
Percentage of Whole | |
SIGNING PROVISIONS: |
In the event that the placement of this Reinsurance is not completed by the commencement date of the period of Reinsurance then all lines written by that date, at the Reinsureds option, may be signed in full. If such written lines hereon exceed 100% of the order, all lines written will be signed down in equal proportions so that the aggregate signed lines are equal to 100% of the order. |
|
Whether before or after inception of the period of Reinsurance, the Reinsured may elect for the disproportionate signing of Reinsurers lines without further specific agreement of Reinsurers. | ||
LINE CONDITIONS: | None unless specified individually by Reinsurers hereon under their written participations. |
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
SUBSCRIPTION AGREEMENT BETWEEN THE BROKER AND THE INSURERS / REINSURERS WHICH WILL NOT FORM PART OF THIS AGREEMENT FOR CONTRACTUAL DOCUMENTATION PURPOSES
SLIP LEADER: |
|
|||||
BASIS OF AGREEMENT TO CONTRACT | ||||||
CHANGES: | Reinsurers hereon authorise the Slip Leader to be the sole judge in determining whether any future alterations to this Reinsurance Agreement should be agreed by the Slip Leader only and copied to other Reinsurers, or agreed by all Reinsurers other than risks accepted pursuant to Special Acceptance Provision (if any). | |||||
Subject to the foregoing: | ||||||
A. | In respect of each Reinsurer which at any time has the ability to send and receive ACORD messages: | |||||
i. | Any contract change will be submitted by Willis Limited for agreement via an ACORD message; | |||||
ii. | any contract change which requires notification will be notified by Willis Limited via an ACORD message; | |||||
iii. | It is understood and agreed that whilst any contract change may be negotiated and agreed in any legally effective manner (and will be binding at that stage), such agreement of any contract change will be confirmed by each such Reinsurer via an appropriate ACORD message. For the avoidance of any doubt, no further duty of disclosure arises in relation to any such confirmation. | |||||
B. | In respect of each Reinsurer who does not have the ability to send and receive ACORD messages: | |||||
i. | It is understood and agreed that whilst any contract change may be negotiated and agreed in any legally effective manner (and will be binding at that stage), any such contract change will be submitted/notified by Willis Limited electronically via email or other electronic means; | |||||
ii. | Such binding agreement of any contract change will be confirmed by each such Reinsurer via email or other electronic means. For the avoidance of any doubt, no further duty of disclosure arises in relation to any such confirmation. |
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
BASIS OF CLAIMS AGREEMENT: |
Claims review, as required by Slip Leader for the benefit of and at the cost to current Reinsurers hereon. Settlement of fees will be by the parties authorising the claims review. In the event of cancellation of the Treaty, fees to be borne by final contract year. |
|
Lloyds Reinsurers: | ||
Claims to be managed in accordance with The Lloyds Claims Scheme (Combined), or as amended or any successor thereto | ||
IUA Company Reinsurers: | ||
Claims to be managed in accordance with IUA (or successor organisations) Claims Agreement practices. | ||
Lloyds Reinsurers / IUA Company Reinsurers: | ||
In respect of any Bureau claims settlements hereunder, Reinsurers who made their acceptance under the Bureau schemes agree to claims on a projected payment basis on the agreement of the respective Bureau Leading Reinsurer only. Any further payments under this provision shall be agreed by the respective Bureau Leading Underwriter only. This will be binding on all following Lloyds and IUA Reinsurers and Xchanging Ins- sure Services (XIS) (or successor organisations). | ||
Non-Bureaux Reinsurers: | ||
All claims shall be agreed by each Reinsurer according to their own practices. | ||
Reinsurers agree to arrange simultaneous settlement by money transfer to broker account three days before date Reinsured specifies they will settle, given seven days advance notice of same. |
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
Presentation of premium documentation to XIS by the Settlement Due Date(s) is deemed to be in compliance with the payment provisions. | ||
Reinsurers agree that Willis Limited may pay de-linked premiums for this Agreement at different times. | ||
Premium Processing Clause - LSW 3003 (14/12/09) | ||
Where the premium is to be paid through Xchanging Ins-sure Services (XIS), payment to Reinsurers will be deemed to occur on the day that a delinked premium is released for settlement by the Appointed Broker or in the case of non-delinked premiums, on the day that the error-free Premium Advice Note (PAN) is submitted to XIS. | ||
Where premiums are to be paid by instalments under the Deferred Account Scheme, and the Appointed Broker does not receive the premium in time to comply with the agreed settlement date for the second or subsequent instalment, the Appointed Broker, if electing to suspend the automatic debiting of the relevant deferred instalment, shall advise the Slip Leader in writing and instruct XIS accordingly. XIS shall then notify Reinsurers. Payment to any entity within the same group of companies as the Appointed Broker will be deemed to be payment to the Appointed Broker. | ||
Nothing in this clause shall be construed to override the terms of any Premium Payment Warranty or Clause or any Termination or Cancellation provision contained in this contract. Furthermore, any amendment to the Settlement Due Date of a premium instalment as a result of the operation of this Premium Processing Clause shall not amend the date that such instalment is deemed to be due for the purposes of such Premium Payment Warranty or Clause or Termination or Cancellation provision unless (Re)Insurers expressly agree otherwise. | ||
Appointed Broker: Willis Limited LSW 3003 14/12/09 |
||
If the Settlement Due Date falls on a Saturday, a Sunday or a Bank Holiday, it is agreed that the Settlement Due Date shall be changed to the first following working day. | ||
XIS are authorised to: | ||
sign policies in multiple copies |
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
TAXES PAYABLE BY REINSURER(S): |
As stated under the heading Taxes payable by Reinsurer(s) and Administered by the Reinsured or their Agent. |
|
COUNTRY OF ORIGIN | USA | |
OVERSEAS BROKER |
Willis Re. Inc. 15305 North Dallas Parkway Suite 1100 Collonnade III Addison Texas 75001 USA |
|
U.S. CLASSIFICATION | U.S Reinsurance | |
NAIC CODES: | 12228; 31895; 26869 | |
ALLOCATION OF PREMIUM TO CODING: | 100% W6 | |
|
||
REGULATORY CLIENT CLASSIFICATION: | Reinsurance. |
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
FEE PAYABLE BY REINSURED / CLIENT? | No | |
TOTAL BROKERAGE: | 15% | |
OTHER DEDUCTIONS FROM PREMIUM: | None. |
NB / 22-12-14
Willis Limited, Lloyds broker, authorised and regulated by the Financial Conduct Authority.
Registered office: 51 Lime Street, London EC3M 7DQ. Registered number 181116 England and Wales
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
B.I.P.A.R. Statement
In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.
Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.
Reinsurer and Reference: |
|
|
Written line(s): | 12 1 ⁄ 2 % Ref.: 1131360115FY | |
Final signed line(s): | 10 % | |
Line Condition(s): | ||
Signed in Lloyds this 22 nd day of December 2014 |
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
B.I.P.A.R. Statement
In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.
Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.
Reinsurer and Reference: |
|
|
Written line(s): | 20 % Ref.: 51331715AA | |
Final signed line(s): | 10 % | |
Line Condition(s): | ||
Signed in LLOYDS this 22 ND day of DECEMBER 2014 |
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
B.I.P.A.R. Statement
In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.
Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.
Reinsurer and Reference: |
|
|
Written line(s): | 12.5 % Ref.: | |
Final signed line(s): | 10 % | |
Line Condition(s): | ||
Signed in London this 22 nd day of December, 2014 |
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
B.I.P.A.R. Statement
In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.
Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.
Reinsurer and Reference: |
|
|
Written line(s): | 7.5 % Ref.: 000028011500 | |
Final signed line(s): | 7.5 % | |
Line Condition(s): | ||
Signed in LLOYDS this 22 ND day of DECEMBER 2014 |
UMR Reinsured Type |
: B080110074N15 : American Interstate Insurance Company : Casualty Catastrophe Excess of Loss |
|
B.I.P.A.R. Statement
In a co-reinsurance placement, following reinsurers may, but are not obliged to, follow the premium charged by the lead reinsurer.
Reinsurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement.
Reinsurer and Reference: |
|
|
Written line(s): | 20 % Ref.: CA7542A/15TAA | |
Final signed line(s): | 10 % | |
Line Condition(s): | ||
Signed in Zurich this 22 day of December 2014 |
EXHIBIT 21.1
SUBSIDIARIES OF AMERISAFE, INC.
NAME |
JURISDICTION |
|
American Interstate Insurance Company |
Nebraska | |
American Interstate Insurance Company of Texas |
Texas | |
Silver Oak Casualty, Inc. |
Nebraska | |
Amerisafe Risk Services, Inc. |
Louisiana | |
Amerisafe General Agency, Inc. |
Louisiana |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) | Registration Statement (Form S-8 No. 333-129980) pertaining to the 2005 Non-Employee Director Restricted Stock Plan of AMERISAFE, Inc., |
(2) | Registration Statement (Form S-8 No. 333-129982) pertaining to the 2005 Equity Incentive Plan of AMERISAFE, Inc., |
(3) | Registration Statement (Form S-8 No. 333-170392) pertaining to the 2010 Restated Non-Employee Director Restricted Stock Plan of AMERISAFE, Inc., and |
(4) | Registration Statement (Form S-8 No. 333-182125) pertaining to the 2012 Equity and Incentive Compensation Plan of AMERISAFE, Inc.; |
of our reports dated February 27, 2015, with respect to the consolidated financial statements and schedules of AMERISAFE, Inc. and the effectiveness of internal control over financial reporting of AMERISAFE, Inc. included in this Annual Report (Form 10-K) of AMERISAFE, Inc. for the year ended December 31, 2014.
/s/ Ernst & Young LLP
New Orleans, Louisiana
February 27, 2015
Exhibit 24.1
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints C. Allen Bradley, Jr., G. Janelle Frost, and Kathryn H. Shirley, and each of them, the true and lawful attorney or attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, to sign on his or her behalf as a director or officer or both, as the case may be, of AMERSIAFE, Inc. an Annual Report on Form 10-K for the fiscal year ended December 31, 2014 under the Securities Exchange Act of 1934, as amended, and to sign any or all amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney or attorneys-in-fact, and each of them with or without the others, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ C. Allen Bradley, Jr. |
/s/ Michael Brown |
|||
C. Allen Bradley, Jr. | Michael Brown | |||
/s/ Philip A. Garcia |
/s/ Jared A. Morris |
|||
Philip A. Garcia | Jared A. Morris | |||
/s/ Millard E. Morris |
/s/ Daniel Phillips |
|||
Millard E. Morris | Daniel Phillips | |||
/s/ Randall Roach |
/s/ Austin P. Young, III |
|||
Randall Roach | Austin P. Young, III |
Exhibit 31.1
CERTIFICATIONS
I, C. Allen Bradley, Jr., certify that:
1. I have reviewed this Annual Report on Form 10-K of AMERISAFE, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: February 27, 2015 |
/s/ C. Allen Bradley, Jr. |
|
C. Allen Bradley, Jr. | ||
Chairman and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Michael Grasher, certify that:
1. I have reviewed this Annual Report on Form 10-K of AMERISAFE, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: February 27, 2015 |
/s/ Michael Grasher |
|
Michael Grasher | ||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO § 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Annual Report on Form 10-K of AMERISAFE, Inc., a Texas corporation (the Company), for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officers knowledge:
1. The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
Date: February 27, 2015 |
/s/ C. Allen Bradley, Jr. |
|
C. Allen Bradley, Jr. | ||
Chairman and Chief Executive Officer (Principal Executive Officer) |
||
/s/ Michael Grasher |
||
Michael Grasher | ||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.