e10vq
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ______________
Commission file number: 1-13277
CNA SURETY CORPORATION
(Exact name of Registrant as specified in its Charter)
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DELAWARE
(State or other jurisdiction of
incorporation or organization)
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36-4144905
(I.R.S. Employer
Identification No.) |
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333 S. WABASH AVE., CHICAGO, ILLINOIS
(Address of principal executive offices)
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60604
(Zip Code) |
(312) 822-5000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). o Yes þ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. o Yes o No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date:
43,983,042 shares of Common Stock, $.01 par value as of April 20, 2007.
CNA SURETY CORPORATION AND SUBSIDIARIES
INDEX
2
CNA SURETY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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|
|
|
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|
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March 31, |
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December 31, |
|
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2007 |
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|
2006 |
|
ASSETS |
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|
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|
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Invested assets: |
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|
|
|
|
|
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Fixed income securities, at fair value (amortized cost: $828,057 and $773,178) |
|
$ |
837,833 |
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|
$ |
784,791 |
|
Equity securities, at fair value (cost: $1,630 and $1,508) |
|
|
1,787 |
|
|
|
1,668 |
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Short-term investments, at cost (approximates fair value) |
|
|
60,992 |
|
|
|
103,640 |
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Other investments, at cost |
|
|
60 |
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|
|
22 |
|
|
|
|
|
|
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Total invested assets |
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900,672 |
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|
890,121 |
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Cash |
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|
9,173 |
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|
7,164 |
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Deferred policy acquisition costs |
|
|
105,778 |
|
|
|
102,937 |
|
Insurance receivables: |
|
|
|
|
|
|
|
|
Premiums, including $10,377 and $6,885 from affiliates, (net of allowance for
doubtful accounts: $1,117 and $1,369) |
|
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42,928 |
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|
37,205 |
|
Reinsurance, including $52,771 and $55,023 from affiliates |
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118,132 |
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|
118,412 |
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Deposit with affiliated ceding company |
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33,450 |
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|
33,145 |
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Intangible assets (net of accumulated amortization: $25,523 and $25,523) |
|
|
138,785 |
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|
138,785 |
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Current income taxes receivable |
|
|
|
|
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|
323 |
|
Property and equipment, at cost (less accumulated depreciation and
amortization: $25,362 and $24,466) |
|
|
24,986 |
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|
24,807 |
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Prepaid reinsurance premiums |
|
|
1,551 |
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|
|
2,165 |
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Accrued investment income |
|
|
10,189 |
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|
10,089 |
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Other assets |
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2,655 |
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3,180 |
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Total assets |
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$ |
1,388,299 |
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$ |
1,368,333 |
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LIABILITIES |
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Reserves: |
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Unpaid losses and loss adjustment expenses |
|
$ |
431,974 |
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$ |
434,224 |
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Unearned premiums |
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263,661 |
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|
253,803 |
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Total reserves |
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695,635 |
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|
688,027 |
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Debt |
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30,715 |
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|
30,690 |
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Deferred income taxes, net |
|
|
17,024 |
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|
|
17,298 |
|
Current income taxes payable |
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|
7,438 |
|
|
|
|
|
Reinsurance and other payables to affiliates |
|
|
295 |
|
|
|
166 |
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Accrued expenses |
|
|
11,753 |
|
|
|
20,247 |
|
Liability for postretirement benefits |
|
|
12,610 |
|
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|
12,466 |
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Other liabilities |
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25,249 |
|
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|
33,537 |
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|
|
|
|
|
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Total liabilities |
|
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800,719 |
|
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|
802,431 |
|
Commitments and contingencies (See Notes 3, 4, & 7) |
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|
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|
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STOCKHOLDERS EQUITY |
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Common stock, par value $.01 per share, 100,000 shares authorized; 45,369
shares issued and 43,981 shares outstanding at March 31, 2007 and 45,263
shares issued and 43,872 shares outstanding at December 31, 2006 |
|
|
454 |
|
|
|
453 |
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Additional paid-in capital |
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270,712 |
|
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|
268,651 |
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Retained earnings |
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327,494 |
|
|
|
306,745 |
|
Accumulated other comprehensive income |
|
|
3,823 |
|
|
|
4,993 |
|
Treasury stock, 1,388 and 1,391 shares, at cost |
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(14,903 |
) |
|
|
(14,940 |
) |
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|
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Total stockholders equity |
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587,580 |
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|
565,902 |
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Total liabilities and stockholders equity |
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$ |
1,388,299 |
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$ |
1,368,333 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CNA SURETY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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Three Months Ended |
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March 31, |
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2007 |
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2006 |
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Revenues: |
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Net earned premium |
|
$ |
98,303 |
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$ |
91,888 |
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Net investment income |
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|
10,701 |
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|
|
9,154 |
|
Net realized investment gains |
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|
279 |
|
|
|
18 |
|
|
|
|
|
|
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Total revenues |
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|
109,283 |
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|
101,060 |
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|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
24,943 |
|
|
|
23,596 |
|
Net commissions, brokerage and other underwriting expenses |
|
|
53,898 |
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|
|
50,913 |
|
Interest expense |
|
|
721 |
|
|
|
952 |
|
|
|
|
|
|
|
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Total expenses |
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|
79,562 |
|
|
|
75,461 |
|
|
|
|
|
|
|
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Income before income taxes |
|
|
29,721 |
|
|
|
25,599 |
|
Income tax expense |
|
|
8,972 |
|
|
|
7,598 |
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|
|
|
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Net income |
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$ |
20,749 |
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$ |
18,001 |
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Earnings per common share |
|
$ |
0.47 |
|
|
$ |
0.41 |
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Earnings per common share, assuming dilution |
|
$ |
0.47 |
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|
$ |
0.41 |
|
|
|
|
|
|
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Weighted average shares outstanding |
|
|
43,931 |
|
|
|
43,450 |
|
|
|
|
|
|
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Weighted average shares outstanding, assuming dilution |
|
|
44,217 |
|
|
|
43,692 |
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|
|
|
|
|
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|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CNA SURETY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
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|
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Common |
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Accumulated |
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Stock |
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Additional |
|
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Other |
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Treasury |
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Total |
|
|
|
Shares |
|
|
Common |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Retained |
|
|
Comprehensive |
|
|
Stock |
|
|
Stockholders' |
|
|
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Outstanding |
|
|
Stock |
|
|
Capital |
|
|
Income (Loss) |
|
|
Earnings |
|
|
Income |
|
|
At Cost |
|
|
Equity |
|
Balance, December 31, 2005 |
|
|
43,334 |
|
|
$ |
447 |
|
|
$ |
259,684 |
|
|
|
|
|
|
$ |
223,927 |
|
|
$ |
7,546 |
|
|
$ |
(15,029 |
) |
|
$ |
476,575 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,001 |
|
|
|
18,001 |
|
|
|
|
|
|
|
|
|
|
|
18,001 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains on
securities, after income tax
benefit of $3,293 (net of
reclassification adjustment of
$8, after income tax expense of
$4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,115 |
) |
|
|
|
|
|
|
(6,115 |
) |
|
|
|
|
|
|
(6,115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
259 |
|
Stock options exercised and other |
|
|
235 |
|
|
|
2 |
|
|
|
3,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
3,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2006 |
|
|
43,569 |
|
|
$ |
449 |
|
|
$ |
263,188 |
|
|
|
|
|
|
$ |
241,928 |
|
|
$ |
1,431 |
|
|
$ |
(14,985 |
) |
|
$ |
492,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006 |
|
|
43,872 |
|
|
$ |
453 |
|
|
$ |
268,651 |
|
|
|
|
|
|
$ |
306,745 |
|
|
$ |
4,993 |
|
|
$ |
(14,940 |
) |
|
$ |
565,902 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20,749 |
|
|
|
20,749 |
|
|
|
|
|
|
|
|
|
|
|
20,749 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains on
securities, after income tax
benefit of $644 (net of
reclassification adjustment of
($161), after income tax
benefit of $87) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,196 |
) |
|
|
|
|
|
|
(1,196 |
) |
|
|
|
|
|
|
(1,196 |
) |
Adjustment to postretirement
benefit plan net periodic cost,
after income tax expense of $15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
490 |
|
Stock options exercised and other |
|
|
109 |
|
|
|
1 |
|
|
|
1,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37 |
|
|
|
1,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2007 |
|
|
43,981 |
|
|
$ |
454 |
|
|
$ |
270,712 |
|
|
|
|
|
|
$ |
327,494 |
|
|
$ |
3,823 |
|
|
$ |
(14,903 |
) |
|
$ |
587,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
CNA SURETY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
20,749 |
|
|
$ |
18,001 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Provision for doubtful accounts |
|
|
(148 |
) |
|
|
(542 |
) |
Depreciation and amortization |
|
|
1,426 |
|
|
|
1,298 |
|
Amortization (accretion) of bond premium (discount), net |
|
|
(155 |
) |
|
|
244 |
|
Loss (gain) on disposal of property and equipment |
|
|
(31 |
) |
|
|
144 |
|
Net realized investment gains |
|
|
(279 |
) |
|
|
(18 |
) |
Stock-based compensation |
|
|
490 |
|
|
|
259 |
|
Changes in: |
|
|
|
|
|
|
|
|
Insurance receivables |
|
|
(5,295 |
) |
|
|
(10,185 |
) |
Reserve for unearned premiums |
|
|
9,858 |
|
|
|
10,230 |
|
Reserve for unpaid losses and loss adjustment expenses |
|
|
(2,250 |
) |
|
|
1,733 |
|
Deposits with affiliated ceding company |
|
|
(305 |
) |
|
|
491 |
|
Deferred policy acquisition costs |
|
|
(2,841 |
) |
|
|
(2,850 |
) |
Deferred income taxes, net |
|
|
289 |
|
|
|
300 |
|
Reinsurance and other payables to affiliates |
|
|
129 |
|
|
|
(174 |
) |
Prepaid reinsurance premiums |
|
|
614 |
|
|
|
(212 |
) |
Accrued expenses |
|
|
(8,494 |
) |
|
|
(5,641 |
) |
Other assets and liabilities |
|
|
149 |
|
|
|
1,127 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
13,906 |
|
|
|
14,205 |
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Fixed income securities: |
|
|
|
|
|
|
|
|
Purchases |
|
|
(66,628 |
) |
|
|
(45,000 |
) |
Maturities |
|
|
8,008 |
|
|
|
4,945 |
|
Sales |
|
|
3,214 |
|
|
|
45,000 |
|
Purchases of equity securities |
|
|
(298 |
) |
|
|
(292 |
) |
Proceeds from the sale of equity securities |
|
|
202 |
|
|
|
194 |
|
Changes in short-term investments |
|
|
43,554 |
|
|
|
(18,737 |
) |
Purchases of property and equipment, net |
|
|
(1,549 |
) |
|
|
(2,055 |
) |
Other, net |
|
|
(9 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(13,506 |
) |
|
|
(15,950 |
) |
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Employee stock option exercises and other |
|
|
1,609 |
|
|
|
3,291 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
1,609 |
|
|
|
3,291 |
|
|
|
|
|
|
|
|
Increase in cash |
|
|
2,009 |
|
|
|
1,546 |
|
Cash at beginning of period |
|
|
7,164 |
|
|
|
8,323 |
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
9,173 |
|
|
$ |
9,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
711 |
|
|
$ |
1,021 |
|
Income taxes |
|
|
584 |
|
|
|
3,371 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
CNA SURETY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
FORMATION OF CNA SURETY CORPORATION AND MERGER
In December 1996, CNA Financial Corporation (CNAF) and Capsure Holdings Corp. (Capsure)
agreed to merge (the Merger) the surety business of CNAF with Capsures insurance subsidiaries,
Western Surety Company (Western Surety), Surety Bonding Company of America (Surety Bonding) and
Universal Surety of America (Universal Surety), into CNA Surety Corporation (CNA Surety or the
Company). CNAF, through its operating subsidiaries, writes multiple lines of property and
casualty insurance, including surety business that is reinsured by Western Surety. CNAF owns
approximately 62% of the outstanding common stock of CNA Surety. Loews Corporation (Loews) owns
approximately 89% of the outstanding common stock of CNAF. The principal operating subsidiaries of
CNAF that wrote the surety line of business for their own account prior to the Merger were
Continental Casualty Company and its property and casualty affiliates (collectively, CCC) and The
Continental Insurance Company and its property and casualty affiliates (collectively, CIC).
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of CNA Surety and all
majority-owned subsidiaries.
ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting
principles (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 financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
BASIS OF PRESENTATION
These unaudited Condensed Consolidated Financial Statements should be read in conjunction with
the Consolidated Financial Statements and Notes thereto included in the Companys 2006 Form 10-K.
Certain financial information that is included in annual financial statements prepared in
accordance with GAAP is not required for interim reporting and has been condensed or omitted. The
accompanying unaudited Condensed Consolidated Financial Statements reflect, in the opinion of
management, all adjustments necessary for a fair presentation of the interim financial statements.
All such adjustments are of a normal and recurring nature. The financial results for interim
periods may not be indicative of financial results for a full year.
EARNINGS PER SHARE
Basic earnings per common share is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding for the period. Diluted
earnings per common share is computed based on the weighted average number of shares outstanding
plus the dilutive effect of common stock equivalents which is computed using the treasury stock
method.
7
The computation of earnings per common share is as follows (amounts in thousands, except for per
share data):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
20,749 |
|
|
$ |
18,001 |
|
|
|
|
|
|
|
|
Shares: |
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
43,872 |
|
|
|
43,334 |
|
Weighted average shares of options exercised and additional stock issuance |
|
|
59 |
|
|
|
116 |
|
|
|
|
|
|
|
|
Total weighted average shares outstanding |
|
|
43,931 |
|
|
|
43,450 |
|
Effect of dilutive options |
|
|
286 |
|
|
|
242 |
|
|
|
|
|
|
|
|
Total weighted average shares outstanding, assuming dilution |
|
|
44,217 |
|
|
|
43,692 |
|
|
|
|
|
|
|
|
Earnings per share |
|
$ |
0.47 |
|
|
$ |
0.41 |
|
|
|
|
|
|
|
|
Earnings per share, assuming dilution |
|
$ |
0.47 |
|
|
$ |
0.41 |
|
|
|
|
|
|
|
|
No adjustments were made to reported net income in the computation of earnings per share.
ACCOUNTING PRONOUNCEMENTS
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109
(FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure,
present, and disclose in its financial statements uncertain tax positions that the company has
taken or expects to take on a tax return. FIN 48 states that a tax benefit from an uncertain
position may be recognized only if it is more likely than not that the position is sustainable,
based on its technical merits. The tax benefit of a qualifying position is the largest amount of
tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with
a taxing authority having full knowledge of all relevant information. FIN 48 is effective for
fiscal years beginning after December 15, 2006 and was adopted by the Company as of January 1,
2007. The Company has elected to classify interest, if any, recognized in accordance with FIN 48
as interest expense. Likewise, penalties, if any, recognized in accordance with FIN 48 will be
classified as miscellaneous expense. No amounts have been recognized subject to these provisions as
of March 31, 2007. As of March 31, 2007, the federal income tax returns for years 2003, 2004 and
2005 remain subject to examination. Adoption of this standard did not have an impact on the
Companys results of operations and financial condition.
In February 2006, the FASB issued Statement of Accounting Financial Standards (SFAS) No.
155, Accounting for Certain Hybrid Financial Instruments (SFAS 155). SFAS 155 amends SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), and SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
(SFAS 140). SFAS 155 also resolves issues addressed in SFAS 133 Implementation Issue No. D1,
Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. SFAS 155
eliminates the exemption from applying SFAS 133 to interests in certain securitized financial
assets so that similar instruments are accounted for in the same manner regardless of the form of
the instruments. SFAS 155 also allows a preparer to elect fair value measurement at acquisition, at
issuance, or when a previously recognized financial instrument is subject to a re-measurement (new
basis) event, on an instrument-by-instrument basis. The fair value election provided for in
paragraph 4(c) of SFAS 155 may also be applied upon adoption of SFAS 155 for hybrid financial
instruments that had been bifurcated under paragraph 12 of SFAS 133 prior to the adoption of this
Statement. SFAS 155 is effective for all financial instruments acquired or issued after the
beginning of an entitys first fiscal year that begins after September 15, 2006, and was adopted by
the Company as of January 1, 2007. Adoption of this standard did not have an impact on the
Companys results of operations and financial condition.
In September 2005, the Accounting Standards Executive Committee of the American Institute of
Certified Public Accountants issued Statement of Position (SOP) 05-1, Accounting by Insurance
Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of
Insurance Contracts (SOP 05-1). SOP 05-1 provides guidance on accounting by insurance
enterprises for deferred acquisition costs on internal replacements of insurance and investment
contracts other than those specifically described in SFAS No. 97, Accounting and Reporting by
Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from
the Sale of Investments. SOP 05-1 defines an internal replacement as a modification in product
benefits, features, rights, or coverages that occurs by the exchange of a contract for a new
contract, or by amendment, endorsement, or rider to a contract, or by the election of a feature or
coverage within a contract. SOP 05-1 is effective for internal replacements occurring in fiscal
years beginning after December 15, 2006 and was adopted by the Company as of January 1, 2007.
Adoption of this standard did not have an impact on the Companys results of operations and
financial condition.
8
2. INVESTMENTS
The estimated fair value and amortized cost or cost of fixed income and equity securities held
by CNA Surety at March 31, 2007 and December 31, 2006, by investment category, were as follows
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross Unrealized Losses |
|
|
|
|
|
|
Amortized Cost |
|
|
Unrealized |
|
|
Less Than |
|
|
More Than |
|
|
Estimated |
|
March 31, 2007 |
|
or Cost |
|
|
Gains |
|
|
12 Months |
|
|
12 Months |
|
|
Fair Value |
|
Fixed income securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of
U.S. Government and agencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
14,817 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(219 |
) |
|
$ |
14,598 |
|
U.S. Agencies |
|
|
72,072 |
|
|
|
15 |
|
|
|
(30 |
) |
|
|
(161 |
) |
|
|
71,896 |
|
Collateralized mortgage obligations |
|
|
21,671 |
|
|
|
339 |
|
|
|
(24 |
) |
|
|
(270 |
) |
|
|
21,716 |
|
Mortgage pass-through securities |
|
|
37,493 |
|
|
|
85 |
|
|
|
|
|
|
|
(1,015 |
) |
|
|
36,563 |
|
Obligations of states and political subdivisions |
|
|
543,139 |
|
|
|
11,866 |
|
|
|
(587 |
) |
|
|
(13 |
) |
|
|
554,405 |
|
Corporate bonds |
|
|
58,857 |
|
|
|
1,147 |
|
|
|
|
|
|
|
(914 |
) |
|
|
59,090 |
|
Non-agency collateralized mortgage obligations |
|
|
37,071 |
|
|
|
254 |
|
|
|
|
|
|
|
(766 |
) |
|
|
36,559 |
|
Other asset-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second mortgages/home equity loans |
|
|
20,093 |
|
|
|
|
|
|
|
|
|
|
|
(138 |
) |
|
|
19,955 |
|
Credit card receivables |
|
|
17,231 |
|
|
|
266 |
|
|
|
|
|
|
|
|
|
|
|
17,497 |
|
Other |
|
|
5,613 |
|
|
|
60 |
|
|
|
|
|
|
|
(119 |
) |
|
|
5,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income securities |
|
|
828,057 |
|
|
|
14,032 |
|
|
|
(641 |
) |
|
|
(3,615 |
) |
|
|
837,833 |
|
Equity securities |
|
|
1,630 |
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
1,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
829,687 |
|
|
$ |
14,189 |
|
|
$ |
(641 |
) |
|
$ |
(3,615 |
) |
|
$ |
839,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross Unrealized Losses |
|
|
|
|
|
|
Amortized Cost |
|
|
Unrealized |
|
|
Less Than |
|
|
More Than |
|
|
Estimated |
|
December 31, 2006 |
|
or Cost |
|
|
Gains |
|
|
12 Months |
|
|
12 Months |
|
|
Fair Value |
|
Fixed income securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of
U.S. Government and agencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
14,832 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(327 |
) |
|
$ |
14,505 |
|
U.S. Agencies |
|
|
62,106 |
|
|
|
14 |
|
|
|
(96 |
) |
|
|
(260 |
) |
|
|
61,764 |
|
Collateralized mortgage obligations |
|
|
16,969 |
|
|
|
294 |
|
|
|
|
|
|
|
(326 |
) |
|
|
16,937 |
|
Mortgage pass-through securities |
|
|
38,851 |
|
|
|
77 |
|
|
|
|
|
|
|
(1,129 |
) |
|
|
37,799 |
|
Obligations of states and political subdivisions |
|
|
492,640 |
|
|
|
13,833 |
|
|
|
(118 |
) |
|
|
(10 |
) |
|
|
506,345 |
|
Corporate bonds |
|
|
66,943 |
|
|
|
1,375 |
|
|
|
(5 |
) |
|
|
(1,059 |
) |
|
|
67,254 |
|
Non-agency collateralized mortgage obligations |
|
|
37,069 |
|
|
|
210 |
|
|
|
|
|
|
|
(817 |
) |
|
|
36,462 |
|
Other asset-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second mortgages/home equity loans |
|
|
20,925 |
|
|
|
|
|
|
|
(26 |
) |
|
|
(150 |
) |
|
|
20,749 |
|
Credit card receivables |
|
|
17,230 |
|
|
|
211 |
|
|
|
|
|
|
|
|
|
|
|
17,441 |
|
Other |
|
|
5,613 |
|
|
|
62 |
|
|
|
|
|
|
|
(140 |
) |
|
|
5,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income securities |
|
|
773,178 |
|
|
|
16,076 |
|
|
|
(245 |
) |
|
|
(4,218 |
) |
|
|
784,791 |
|
Equity securities |
|
|
1,508 |
|
|
|
160 |
|
|
|
|
|
|
|
|
|
|
|
1,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
774,686 |
|
|
$ |
16,236 |
|
|
$ |
(245 |
) |
|
$ |
(4,218 |
) |
|
$ |
786,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CNA Surety classifies its fixed income securities and its equity securities as
available-for-sale, and as such, they are carried at fair value. The amortized cost of fixed income
securities is adjusted for amortization of premiums and accretion of discounts which are included
in net investment income. Changes in fair value are reported as a component of other comprehensive
income, exclusive of other-than-temporary impairment losses, if any.
As of March 31, 2007, 71 securities held by the Company were in an unrealized loss position.
The Company believes that 70 of these securities are in an unrealized loss position because of
changes in interest rates and therefore expects these securities will recover in value at or before
maturity. Of these 70 securities, 44 were rated AAA by Standard & Poors (S&P) and Aaa by
Moodys Investor Services (Moodys) and all were investment grade. Only one of these 70
securities was in a loss position that exceeded 5% of its book value, with the largest percentage
unrealized loss being 6.0% of that securitys book value resulting in an unrealized loss of $0.1
million. The largest unrealized loss was $0.3 million, which was 4.2% of that securitys book
value.
9
The remaining security that was in an unrealized loss position was issued by the financing
subsidiary of a large domestic automaker. The security was in an unrealized loss position of
approximately 2.5% ($0.1 million) of its book value and was rated below investment grade by S&P and
Moodys. The Company believes that the financial condition and near-term prospects of the issuer
are strong, and expects that the unrealized loss will reverse. The Company intends and believes it
has the ability to hold this investment until the expected recovery in value, which may be at
maturity.
Based on the forgoing information, the Company believes there are no other-than-temporary
impairments at March 31, 2007. No other-than-temporary impairments were recorded for the quarter
ended March 31, 2006.
Invested assets are exposed to various risks, such as interest rate, market and credit risks.
Due to the level of risk associated with certain of these invested assets and the level of
uncertainty related to changes in the value of these assets, it is possible that changes in risks
in the near term may significantly affect the amounts reported in the Condensed Consolidated
Balance Sheets and Condensed Consolidated Statements of Income.
3. REINSURANCE
The effect of reinsurance on the Companys written and earned premium was as follows (dollars
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
Written |
|
|
Earned |
|
|
Written |
|
|
Earned |
|
Direct |
|
$ |
92,555 |
|
|
$ |
80,674 |
|
|
$ |
85,758 |
|
|
$ |
75,221 |
|
Assumed |
|
|
25,859 |
|
|
|
27,882 |
|
|
|
26,971 |
|
|
|
27,277 |
|
Ceded |
|
|
(9,639 |
) |
|
|
(10,253 |
) |
|
|
(10,823 |
) |
|
|
(10,610 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums |
|
$ |
108,775 |
|
|
$ |
98,303 |
|
|
$ |
101,906 |
|
|
$ |
91,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumed premiums primarily includes all surety business written or renewed, net of
reinsurance, by CCC and CIC, and their affiliates, after September 30, 1997 that is reinsured by
Western Surety pursuant to reinsurance and related agreements. Because of certain regulatory
restrictions that limit the Companys ability to write business on a direct basis, the Company
continues to utilize the underwriting capacity available through these agreements. The Company is
in full control of all aspects of the underwriting and claim management of the business assumed
from affiliates.
The effect of reinsurance on the Companys provision for loss and loss adjustment expenses and
the corresponding ratio to earned premium was as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
$ |
|
|
Ratio |
|
|
$ |
|
|
Ratio |
|
Gross losses and loss adjustment expenses |
|
$ |
28,293 |
|
|
|
26.1 |
% |
|
$ |
26,854 |
|
|
|
26.2 |
% |
Ceded amounts |
|
|
(3,350 |
) |
|
|
32.7 |
% |
|
|
(3,258 |
) |
|
|
30.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
$ |
24,943 |
|
|
|
25.4 |
% |
|
$ |
23,596 |
|
|
|
25.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 THIRD PARTY REINSURANCE COMPARED TO 2006 THIRD PARTY REINSURANCE
Effective January 1, 2007, CNA Surety entered into a new excess of loss treaty (2007 Excess
of Loss Treaty) with a group of third party reinsurers on terms similar to the 2006 Excess of Loss
Treaty. Under the 2007 Excess of Loss Treaty, the Companys net retention per principal remained at
$10 million with a 5% co-participation in the $90 million layer of third party reinsurance coverage
above the Companys retention. The contract includes an optional extended discovery period, for an
additional premium (a percentage of the original premium based on any unexhausted aggregate limit
by layer), which will provide coverage for losses discovered beyond 2007 on bonds that were in
force during 2007. The primary difference between the 2007 Excess of Loss Treaty and the Companys
2006 Excess of Loss Treaty is as follows. The base annual premium for the 2007 Excess of Loss
Treaty is $36.6 million compared to the actual cost of the 2006 Excess of Loss Treaty of $39.9
million. Only the large national contractor that was excluded from the 2006 treaty remained
excluded from the 2007 Excess of Loss Treaty.
10
RELATED PARTY REINSURANCE
Reinsurance agreements together with the Services and Indemnity Agreement that are described
below provide for the transfer of the surety business written by CCC and CIC to Western Surety.
The Services and Indemnity Agreement provides the Companys insurance subsidiaries the
authority to perform various administrative, management, underwriting and claim functions in order
to conduct the business of CCC and CIC and to be reimbursed by CCC for services rendered. In
consideration for providing the foregoing services, CCC has agreed to pay Western Surety a
quarterly fee of $50,000. This agreement was renewed on January 1, 2007 and expires on December 31,
2007 and is annually renewable thereafter.
Through a surety quota share treaty (the Quota Share Treaty), CCC and CIC transfer to
Western Surety all surety business written or renewed by CCC and CIC after September 30, 1997 (the
Merger Date). The Quota Share Treaty was renewed on January 1, 2007 and expires on December 31,
2007 and is annually renewable thereafter. CCC and CIC transfer the related liabilities of such
business and pay to Western Surety an amount in cash equal to CCCs and CICs net written premiums
written on all such business, minus a quarterly ceding commission to be retained by CCC and CIC
equal to $50,000 plus 25% of net written premiums written on all such business. This contemplates
an approximate 4% override commission for fronting fees to CCC and CIC on their actual direct
acquisition costs.
Under the terms of the Quota Share Treaty, CCC has guaranteed the loss and loss adjustment
expense reserves transferred to Western Surety as of the Merger Date by agreeing to pay Western
Surety, within 30 days following the end of each calendar quarter, the amount of any adverse
development on such reserves, as re-estimated as of the end of such calendar quarter. There was no
adverse reserve development for the period from the Merger Date through March 31, 2007.
Through a stop loss contract entered into at the Merger Date (the Stop Loss Contract), the
Companys insurance subsidiaries were protected from adverse loss experience on certain business
underwritten after the Merger Date. The Stop Loss Contract between the insurance subsidiaries and
CCC limited the insurance subsidiaries prospective net loss ratios with respect to certain
accounts and lines of insured business for three full accident years following the Merger Date. In
the event the insurance subsidiaries accident year net loss ratio exceeded 24% in any of the
accident years 1997 through 2000 on certain insured accounts (the Loss Ratio Cap), the Stop Loss
Contract requires CCC at the end of each calendar quarter following the Merger Date, to pay the
insurance subsidiaries a dollar amount equal to (i) the amount, if any, by which their actual
accident year net loss ratio exceeds the applicable Loss Ratio Cap, multiplied by (ii) the
applicable net earned premiums. As of March 31, 2007, the Company had billed and received $47.8
million under the Stop Loss Contract. This amount received under the Stop Loss Contract included
$29.7 million held by the Company for losses covered by this contract that were incurred but not
paid as of March 31, 2007. As of December 31, 2006, the Company had billed and received $45.9
million under the Stop Loss Contract.
The Company and CCC previously participated in a $40 million excess of $60 million reinsurance
contract effective from January 1, 2005 to December 31, 2005 providing coverage exclusively for the
one large national contractor excluded from the Companys third party reinsurance. The premium for
this contract was $3.0 million plus an additional premium of $6.0 million if a loss was ceded under
this contract. In the second quarter of 2005, this contract was amended to provide unlimited
coverage in excess of the $60 million retention, to increase the premium to $7.0 million, and to
eliminate the additional premium provision. This treaty provides coverage for the life of bonds
either in force or written during the term of the treaty which was from January 1, 2005 to December
31, 2005. In November 2005, the Company and CCC agreed by addendum to extend this contract for
twelve months. This extension, which expired on December 31, 2006, was for an additional minimum
premium of $0.8 million, subject to adjustment based on the level of actual premiums written on
bonds for the large national contractor. In January 2007, the Company and CCC agreed by addendum to
extend this contract for another twelve months. This extension, which will expire on December 31,
2007, was for an additional premium subject to the level of actual premiums written on bonds for
the large national contractor. As of March 31, 2007 and December 31, 2006, the Company had ceded
losses of $50.0 million under the terms of this contract.
As of March 31, 2007 and December 31, 2006, CNA Surety had an insurance receivable balance
from CCC and CIC of $63.1 million and $61.9 million, respectively. CNA Surety had a reinsurance
payable of $0.2 million to CCC and CIC as of March 31, 2007. CNA Surety had no reinsurance payables
to CCC and CIC as of December 31, 2006.
11
4. RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
Activity in the reserves for unpaid losses and loss adjustment expenses was as follows
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Reserves at beginning of period: |
|
|
|
|
|
|
|
|
Gross |
|
$ |
434,224 |
|
|
$ |
424,449 |
|
Ceded reinsurance |
|
|
144,858 |
|
|
|
147,435 |
|
|
|
|
|
|
|
|
Net reserves at beginning of period |
|
|
289,366 |
|
|
|
277,014 |
|
|
|
|
|
|
|
|
Net incurred loss and loss adjustment expenses: |
|
|
|
|
|
|
|
|
Provision for insured events of current period |
|
|
24,969 |
|
|
|
23,637 |
|
Decrease in provision for insured events of prior periods |
|
|
(26 |
) |
|
|
(41 |
) |
|
|
|
|
|
|
|
Total net incurred |
|
|
24,943 |
|
|
|
23,596 |
|
|
|
|
|
|
|
|
Net payments attributable to: |
|
|
|
|
|
|
|
|
Current period events |
|
|
2,275 |
|
|
|
410 |
|
Prior period events |
|
|
23,736 |
|
|
|
24,022 |
|
|
|
|
|
|
|
|
Total net payments |
|
|
26,011 |
|
|
|
24,432 |
|
|
|
|
|
|
|
|
Net reserves at end of period |
|
|
288,298 |
|
|
|
276,178 |
|
Ceded reinsurance at end of period |
|
|
143,676 |
|
|
|
150,003 |
|
|
|
|
|
|
|
|
Gross reserves at end of period |
|
$ |
431,974 |
|
|
$ |
426,181 |
|
|
|
|
|
|
|
|
5. DEBT
On July 27, 2005, the Company refinanced $30.0 million in outstanding borrowings under its
previous credit facility with a new credit facility (the 2005 Credit Facility). The 2005 Credit
Facility provided an aggregate of up to $50.0 million in borrowings under a revolving credit
facility. In the third quarter of 2006, the outstanding 2005 Credit Facility balance of $20.0
million was paid. Also, in September 2006, the Company reduced the available aggregate revolving
credit facility to $25.0 million in borrowings. The 2005 Credit Facility matures on June 30, 2008.
No other debt matures in the next five years.
The term of borrowings under the 2005 Credit Facility may be fixed, at the Companys option,
for a period of one, two, three, or six months. The interest rate is based on, among other rates,
the London Interbank Offered Rate (LIBOR) plus the applicable margin. The margin, including a
utilization fee, can vary based on the Companys leverage ratio (debt to total capitalization) from
0.80% to 1.00%. There was no outstanding balance under the 2005 Credit Facility at March 31, 2007.
As such, the Company paid only the facility fee of 0.325% at March 31, 2007. As of March 31, 2006,
the weighted average interest rate was 6.125% on the $20.0 million of outstanding borrowings.
The 2005 Credit Facility contains, among other conditions, limitations on the Company with
respect to the incurrence of additional indebtedness and maintenance of a rating of at least A- by
A.M. Best Company, Inc. (A.M. Best) for each of the Companys insurance subsidiaries. The 2005
Credit Facility also requires the maintenance of certain financial ratios as follows: a) maximum
funded debt to total capitalization ratio of 25%, b) minimum net worth of $375.0 million and c)
minimum fixed charge coverage ratio of 2.5 times. The Company was in compliance with all covenants
as of and for the period ended March 31, 2007.
In May 2004, the Company, through a wholly-owned trust, privately issued $30.0 million of
preferred securities through two pooled transactions. These securities bear interest at a rate of
LIBOR plus 337.5 basis points with a 30-year term and are redeemable at par value after five years.
The securities were issued by CNA Surety Capital Trust I (the Issuer Trust). The Companys
investment of $0.9 million in the Issuer Trust is carried at cost in Other assets in the
Companys Condensed Consolidated Balance Sheet. The sole asset of the Issuer Trust consists of a
$30.9 million junior subordinated debenture issued by the Company to the Issuer Trust. The Company
has also guaranteed the dividend payments and redemption of the preferred securities issued by the
Issuer Trust. The maximum amount of undiscounted future payments the Company could make under the
guarantee is $75.0 million, consisting of annual dividend payments of $1.5 million over 30 years
and the redemption value of $30.0 million. Because payment under the guarantee would only be
required if the Company does not fulfill its obligations under the debentures held by the Issuer
Trust, the Company has not recorded any additional liabilities related to this guarantee.
The subordinated debenture bears interest at a rate of LIBOR plus 337.5 basis points and matures in
April 2034. As of March 31, 2007 and 2006, the interest rate on the junior subordinated debenture
was 8.74% and 8.12% respectively.
12
6. EMPLOYEE BENEFITS
Western Surety sponsors two postretirement benefit plans covering certain employees. One plan
provides medical benefits, and the other plan provides sick leave termination payments. The
postretirement health care plan is contributory and the sick leave plan is non-contributory.
Western Surety uses a December 31 measurement date for both of its postretirement benefit plans.
There were no plan assets for either of the postretirement benefit plans.
The plans combined net periodic postretirement benefit cost included the following components
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Net periodic benefit cost: |
|
|
|
|
|
|
|
|
Service cost |
|
$ |
76 |
|
|
$ |
74 |
|
Interest cost |
|
|
173 |
|
|
|
143 |
|
Prior service cost |
|
|
(41 |
) |
|
|
(41 |
) |
Recognized net actuarial loss |
|
|
82 |
|
|
|
63 |
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
290 |
|
|
$ |
239 |
|
|
|
|
|
|
|
|
As a result of adopting SFAS No. 158, Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans (an amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS
158) as of December 31, 2006, amortization of prior service costs and net actuarial (gains)/losses
recognized through the statement of income for the three months ended March 31, 2007 are also
adjusted through other comprehensive income.
The Company expects to contribute $0.3 million to the postretirement benefit plans to pay
benefits in 2007. As of March 31, 2007, $0.1 million of contributions have been made to the
postretirement benefit plans.
7. COMMITMENTS AND CONTINGENCIES
The Company is party to various lawsuits arising in the normal course of business. The Company
believes the resolution of these lawsuits will not have a material adverse effect on its financial
condition or its results of operations.
8. STOCK-BASED COMPENSATION
The compensation expense recorded for the Companys stock-based compensation plan was $0.5
million and $0.3 million for the quarters ended March 31, 2007 and 2006, respectively. The total
income tax benefit recognized in the income statement for stock-based compensation arrangements was
$0.2 million and $0.1 million for the quarters ended March 31, 2007 and 2006, respectively. The
amount of cash received from the exercise of stock options was $1.6 million and $3.2 million during
the quarters ended March 31, 2007 and 2006, respectively.
EQUITY COMPENSATION PLANS
The Company previously reserved shares of its common stock for issuance to directors,
officers, employees and certain advisors of the Company through incentive stock options,
non-qualified stock options and stock appreciation rights (SARs) to be granted under the CNA
Surety 1997 Long-Term Equity Compensation Plan (the 1997 Plan). Option exercises under the 1997
Plan were settled in newly issued common shares. No options were granted under the 1997 Plan during
the quarter ended March 31, 2006.
The Companys 2006 Long-Term Equity Compensation Plan (the 2006 Plan), approved by
shareholders on April 25, 2006, replaced the 1997 Plan. Incentive stock options, non-qualified
stock options, restricted stock, bonus shares, or SARs may be granted to directors, officers,
employees and certain advisors of the Company under the 2006 Plan. The aggregate number of shares
initially available for which options may be granted under the 2006 Plan was 3,000,000. Option
exercises under the 2006 Plan are settled in newly issued common shares.
The 2006 Plan is administered by a committee (the Committee) of the Board of Directors,
consisting of two or more directors of the Company. Subject to the provisions set forth in the 2006
Plan, all of the members of the Committee shall be independent members of the Board of Directors.
The Committee determines the option exercise prices. Exercise prices may not be less than the fair
market value of the Companys common stock on the date of grant for incentive stock options and may
not be less than the par value of the
13
Companys common stock for non-qualified stock options.
The 2006 Plan provides for the granting of incentive stock options as defined under Section
382 of the Internal Revenue Code of 1986, as amended. All non-qualified stock options and incentive
stock options granted under the 2006 Plan expire ten years after the date of grant and vest ratably
over the four-year period following the date of grant.
On February 13, 2007, 334,100 options were granted under the 2006 Plan. The fair market value
(at grant date) per option granted was $9.04 for these options. The fair value of these options was
estimated at grant date using a Black-Scholes option pricing model with the following weighted
average assumptions: risk free interest rate of 4.8%; dividend yield of 0.0%; expected option life
of 6.3 years; and volatility of 34.7%. As of March 31, 2007, the number of shares available for
granting of options under the 2006 Plan was 2,666,800.
A summary of option activity for the quarters ended March 31, 2007 and 2006 is presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Shares |
|
|
Exercise |
|
|
|
Subject |
|
|
Price Per |
|
|
|
To Option |
|
|
Share |
|
Outstanding options at January 1, 2006 |
|
|
1,587,909 |
|
|
$ |
12.41 |
|
Options granted |
|
|
|
|
|
$ |
|
|
Options forfeited/expired |
|
|
(23,775 |
) |
|
$ |
13.54 |
|
Options exercised |
|
|
(230,200 |
) |
|
$ |
12.78 |
|
|
|
|
|
|
|
|
|
Outstanding options at March 31, 2006 |
|
|
1,333,934 |
|
|
$ |
12.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at January 1, 2007 |
|
|
1,008,525 |
|
|
$ |
12.02 |
|
Options granted |
|
|
334,100 |
|
|
$ |
20.70 |
|
Options forfeited/expired |
|
|
(15,850 |
) |
|
$ |
12.79 |
|
Options exercised |
|
|
(103,485 |
) |
|
$ |
12.06 |
|
|
|
|
|
|
|
|
|
Outstanding options at March 31, 2007 |
|
|
1,223,290 |
|
|
$ |
14.37 |
|
|
|
|
|
|
|
|
|
A summary of the status of the Companys non-vested options as of March 31, 2007 and 2006 and
changes during the quarters then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Shares |
|
|
Average |
|
|
|
Subject |
|
|
Grant Date |
|
|
|
To Option |
|
|
Fair
Value |
|
Non-vested options at January 1, 2006 |
|
|
785,845 |
|
|
$ |
4.40 |
|
Options granted |
|
|
|
|
|
|
|
|
Options vested |
|
|
|
|
|
|
|
|
Options forfeited |
|
|
(4,100 |
) |
|
$ |
4.47 |
|
|
|
|
|
|
|
|
|
Non-vested options at March 31, 2006 |
|
|
781,745 |
|
|
$ |
4.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested options at January 1, 2007 |
|
|
481,613 |
|
|
$ |
4.51 |
|
Options granted |
|
|
334,100 |
|
|
$ |
9.04 |
|
Options vested |
|
|
|
|
|
|
|
|
Options forfeited |
|
|
(15,650 |
) |
|
$ |
4.82 |
|
|
|
|
|
|
|
|
|
Non-vested options at March 31, 2007 |
|
|
800,063 |
|
|
$ |
6.40 |
|
|
|
|
|
|
|
|
|
14
A summary of the options vested or expected to vest and options exercisable as of March 31,
2007 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Vested or Expected to Vest |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Average |
|
Aggregate |
|
Remaining |
|
|
Number |
|
Exercise Price |
|
Intrinsic Value |
|
Contractual Life |
March 31, 2007 |
|
|
1,123,841 |
|
|
$ |
14.05 |
|
|
$ |
7,928,306 |
|
|
7.5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Exercisable |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Average |
|
Aggregate |
|
Remaining |
|
|
Number |
|
Exercise Price |
|
Intrinsic Value |
|
Contractual Life |
March 31, 2007 |
|
|
423,227 |
|
|
$ |
11.77 |
|
|
$ |
3,950,231 |
|
|
5.6 years |
The total intrinsic value of options exercised was $1.0 million and $0.8 million for the
quarters ended March 31, 2007 and 2006, respectively. The tax benefits recognized by the Company
for these exercises were $0.3 million for each of the quarters ended March 31, 2007 and 2006,
respectively.
As of March 31, 2007, there was $2.9 million of total unrecognized compensation cost related
to non-vested stock-based compensation arrangements granted under the Companys equity compensation
plans. That cost is expected to be recognized as follows: 2007 $1.4 million; 2008 $1.0
million; 2009 $0.4 million; and 2010 $0.1 million.
CNA SURETY CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following is a discussion and analysis of CNA Surety Corporation and its subsidiaries
(collectively, CNA Surety or the Company) operating results, liquidity and capital resources,
and financial condition. This discussion should be read in conjunction with the Condensed
Consolidated Financial Statements in Item 1 of Part 1 of this Quarterly Report on Form 10-Q and the
Companys Annual Report on Form 10-K for the year ended December 31, 2006.
CRITICAL ACCOUNTING POLICIES
Management believes the most significant accounting policies and related disclosures for
purposes of understanding the Companys results of operations and financial condition pertain to
reserves for unpaid losses and loss adjustment expenses and reinsurance, investments, goodwill and
other intangible assets, recognition of premium revenue and the related unearned premium liability,
and deferred policy acquisition costs. The Companys accounting policies related to reserves for
unpaid losses and loss adjustment expenses and related estimates of reinsurance recoverables are
particularly critical to an assessment of the Companys financial results. Given the nature of the
surety business, the determination of these balances is inherently a highly subjective exercise,
which requires management to analyze, weigh, and balance numerous macroeconomic, customer specific,
and claim specific factors and trends, most of which, in themselves, are inherently uncertain and
difficult to predict.
RESERVES FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES AND REINSURANCE
CNA Surety accrues liabilities for unpaid losses and loss adjustment expenses (LAE) under
its surety and property and casualty insurance contracts based upon estimates of the ultimate
amounts payable under the contracts related to losses occurring on or before the balance sheet
date.
Reported claims are in various stages of the settlement process. Due to the nature of surety,
which is the relationship among three parties whereby the surety guarantees the performance of the
principal to a third party (the obligee), the investigation of claims and the establishment of case
estimates on claim files can be a complex process that can occur over a period of time depending on
the type of bond(s) and the facts and circumstances involving the particular bond(s), the claim(s)
and the principal. Case reserves are typically established after a claim is filed and an
investigation and analysis has been conducted as to the validity of the claim, the principals
response to the claim and the principals financial viability. To the extent it is determined that
there are no bona fide defenses to the claim and the principal is unwilling or financially unable
to resolve the claim, a case estimate is established on the claim file for the amount the Company
estimates it will have to pay to honor its obligations under the provisions of the bond(s).
15
While the Company intends to establish initial case reserve estimates that are sufficient to
cover the ultimate anticipated loss on a claim file, some estimates need to be adjusted during the
life cycle of the claim file as matters continue to develop. Factors that can necessitate case
estimate increases or decreases are the complexity of the bond(s) and/or underlying contract(s), if
additional and/or unexpected claims are filed, if the financial condition of the principal or
obligee changes or as claims develop and more information is discovered that was unknown and/or
unexpected at the time the initial case reserve estimate was established. Ultimately, claims are
resolved through payment and/or a determination that, based on the information available, a case
reserve is no longer required.
As of any balance sheet date, not all claims have been reported and some claims may not be
reported for many years. As a result, the liability for unpaid losses includes significant
estimates for incurred-but-not-reported (IBNR) claims. The IBNR reserves include provisions for
losses in excess of the current case reserve for previously reported claims and for claims that may
be reopened. The IBNR reserves also include offsets for anticipated salvage and subrogation
recoveries. The following table shows the estimated liability as of March 31, 2007 for unpaid
claims applicable to reported claims and to IBNR for each sub-line of business (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Case Loss |
|
|
Gross IBNR Loss |
|
|
Total Gross |
|
|
|
and LAE Reserves |
|
|
and LAE Reserves |
|
|
Reserves |
|
Contract |
|
$ |
126,165 |
|
|
$ |
139,431 |
|
|
$ |
265,596 |
|
Commercial |
|
|
100,586 |
|
|
|
53,944 |
|
|
|
154,530 |
|
Fidelity and other |
|
|
3,920 |
|
|
|
7,928 |
|
|
|
11,848 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
230,671 |
|
|
$ |
201,303 |
|
|
$ |
431,974 |
|
|
|
|
|
|
|
|
|
|
|
The Company retains an independent actuarial firm of national standing to perform periodic
actuarial analyses of the Companys loss reserves. These analyses typically include a comprehensive
review performed in the third quarter based on data as of June 30 and an update of the
comprehensive review performed in January based on data as of December 31. In between these
analyses, management monitors claim activity against benchmarks prepared by the independent
actuarial firm based on expected claim activity and consults with the actuarial firm as necessary.
The independent actuarial firms analyses are based upon multiple projection methodologies
that involve detailed statistical analysis of past claim reporting, settlement activity, and
salvage and subrogation activity, as well as claim frequency and severity data when sufficient
information exists to lend statistical credibility to the analysis. The analysis may be based upon
internal loss experience or industry experience. Methodologies may vary depending on the type of
claim being estimated. While methodologies may vary, each employs significant judgments and
assumptions.
Each of the projection methodologies employed rely to varying degrees on the basic assumption
that the Companys historical claim experience is indicative of the Companys future claim
development. The amount of weight given to any individual projection method is based on an
assessment of the volatility of the historical data and development patterns, an understanding of
the changes in the overall surety industry over time and the resultant potential impact of these
changes on the Companys prospective claims development, an understanding of the changes to the
Companys processes and procedures within its underwriting, claims handling and data systems
functions, among other things. The decision as to how much weight to give to any particular
projection methodology is ultimately a matter of experience and professional judgment.
Surety results, especially for contract and certain commercial products like insurance program
bonds, workers compensation insurance bonds and reclamation bonds, tend to be impacted by fewer,
but more severe, losses. With this type of loss experience, it is more difficult to estimate the
required reserves, particularly for the most current accident years which may have few reported
claims. Therefore, assumptions related to the frequency and magnitude of severe loss are key in
estimating surety loss reserves. The Company experienced a period of unusually high frequency of
severe loss in accident years 2002 and 2003. In response to this activity, the independent
actuarial firm included higher expectations of severe losses in its analysis for 2004. The
Companys claim experience improved dramatically since 2004. As a result, the independent actuarial
firms current analysis places less reliance on the severe loss experience in accident years 2002
and 2003.
The indicated reserve was developed by reviewing the Companys claims experience by accident
year for several individual sub-lines of business. Within each sub-line, the selection of the point
estimate was made after consideration of the appropriateness of the various projection
methodologies in light of the sub-lines loss characteristics and historical data. In general, for
the older, more mature, accident years the historical development method (i.e., link ratio method)
was relied upon more heavily. For the more recent years, the indicated reserves were more heavily
based on the Bornhuetter-Ferguson and loss ratio methods since these are not as reliant on the
Companys large (i.e., leveraged) development factors and thus are believed to represent a more
stable set of methods from which to select indicated reserves for the more recent years.
16
The independent actuarial firms analysis is the primary tool that management utilizes in
determining its best estimate of loss reserves. However, the carried reserve may differ from the
independent actuarial firms point estimate as a result of managements consideration of the impact
of factors such as the following, especially as they relate to the current accident year:
|
- |
|
Current claim activity, including the frequency and severity of current claims; |
|
|
- |
|
Changes in underwriting standards and business mix such as the Companys efforts to
reduce exposures to large commercial bonds; |
|
|
- |
|
Changes in the claims handling process; and |
|
|
- |
|
Current economic conditions, especially corporate default rates and the condition of
the construction economy. |
Management believes that the impact of the factors listed above, and others, may not be fully
quantifiable through actuarial analysis. Accordingly, management may apply its judgment of the
impact of these factors, and others, to its selection of the recorded loss reserves.
The following table shows the point estimate as determined by the Companys independent
actuarial firm at December 31, 2006 compared to the actual loss reserve established by management,
both gross and net of reinsurance (dollars in thousands):
|
|
|
|
|
Gross Basis: |
|
|
|
|
Recorded loss reserves at December 31, 2006 |
|
$ |
434,224 |
|
Actuarial point estimate at December 31, 2006 |
|
|
438,313 |
|
|
|
|
|
Difference at December 31, 2006 |
|
$ |
(4,089 |
) |
|
|
|
|
Difference as a % of actuarial point estimate |
|
|
(0.9 |
)% |
|
|
|
|
|
Recorded loss reserves at March 31, 2007 |
|
$ |
431,974 |
|
|
|
|
|
|
|
|
|
|
Net Basis: |
|
|
|
|
Recorded loss reserves at December 31, 2006 |
|
$ |
289,366 |
|
Actuarial point estimate at December 31, 2006 |
|
|
292,703 |
|
|
|
|
|
Difference at December 31, 2006 |
|
$ |
(3,337 |
) |
|
|
|
|
Difference as a % of actuarial point estimate |
|
|
(1.1 |
)% |
|
|
|
|
|
Recorded loss reserves at March 31, 2007 |
|
$ |
288,298 |
|
|
|
|
|
At December 31, 2006, managements recorded gross and net reserves were slightly lower than
the point estimate determined by the independent actuarial firm, with the percentage difference
being somewhat larger on a net basis. At December 31, 2006, management believed continued
improvement in economic conditions, lower corporate default rates and fewer reported severe claims
indicated a lower provision for severe losses was appropriate. Management believed that the
actuarial point estimates included provisions in the most recent accident year for severe losses
that continue to be influenced by the Companys experience in accident years 2002 and 2003 and did
not fully reflect the favorable economic conditions, changes in the Companys exposures and
favorable claim experience during the most recent accident years.
At December 31, 2005, managements recorded reserves were also lower than the point estimates
determined by the independent actuarial firm. This difference was 0.9% on a gross basis and 0.6% on
a net basis. The independent actuarial firms analysis conducted during the third quarter of 2006,
with data as of June 30, 2006, resulted in lower point estimates, confirming the positive loss
trends noted by management and considered in managements recorded reserves at December 31, 2005.
Receivables recorded with respect to insurance losses ceded to reinsurers under reinsurance
contracts are estimated in a manner similar to liabilities for insurance losses and, therefore, are
also subject to uncertainty. In addition to the factors cited above, estimates of reinsurance
recoveries may prove uncollectible if the reinsurer is unable to perform under the contract.
Reinsurance contracts do not relieve the ceding company of its obligations to indemnify its own
policyholders.
Casualty insurance loss reserves are subject to a significant amount of uncertainty. Given the
nature of surety losses with its low frequency, high severity characteristics, this is particularly
true for surety loss reserves. As a result, the range of reasonable loss reserve estimates may be
broader than that associated with traditional property/casualty insurance products. While the loss
reserve
17
estimates represent the best professional judgments, arrived at after careful actuarial
analysis of the available data, it is important to note that variation from the estimates is not
only possible but, in fact, probable. The degree of such variation could be significant and in
either direction from the estimates and could result in actual losses outside of the estimated
reserve range. The sources of this inherent variability are numerous future economic conditions,
court decisions, legislative actions, and individual large claim impacts, for example.
The range of reasonable reserve estimates is not intended to reflect the maximum and/or
minimum possible outcomes; but rather reflects a range of reasonable estimates given the
uncertainty in estimating unpaid claim liabilities for surety business. Further, there is no
generally accepted method to estimating reserve ranges, but rather many concepts are currently
being vetted within actuarial literature.
In developing the indicated range of reserve estimates for the Company, the independent
actuarial firm utilized the Mack methodology and their point estimate analysis in order to estimate
the requisite reserve distribution parameters. The Mack methodology is premised on the idea that
the volatility in a companys historical paid loss development is representative of the variability
in a companys future payments and thus can be used to estimate the variability within a companys
reserve estimate. Given the dispersion of the reserve indications, along with its experience and
professional judgment, the independent actuarial firm selected the 50th and 75th percentile as
representing a reasonable range of reserve estimates.
At December 31, 2006, the range of reasonable loss reserve estimates, net of reinsurance
receivables, calculated by the independent actuarial firm and adopted by management was from $247
million to $353 million. Ranges of reasonable loss reserve estimates are not calculated for the
sub-lines of business. Management believes that the range calculated over total reserves provides
the most meaningful information due to the importance of correlation of losses between the
sub-lines of business related to the impact of general economic conditions.
The primary factors that would result in the Companys actual losses being closer to either
end of the reserve range is the emergence of (or lack thereof) a small number of large claims, as
well as the recovery of (or lack thereof) a small number of large salvage/subrogation amounts. In
other words, the primary factors that, if they were to occur, would result in the Companys actual
payments being at the high end of the indicated range are if the Company experiences an unusually
high number of large claims and/or an unusually low number of large salvage and subrogation
recoveries. Conversely, if the Company were to experience an unusually low number of large claims
and/or an unusually high number of large salvage and subrogation recoveries, the Companys actual
payments would tend to be at the low end of the range. These variations in outcomes could be driven
by broader issues such as the state of the construction economy or the level of corporate defaults,
or by the specific facts and circumstances surrounding individual claims. Again, it is important to
note that it is possible that the actual payments could fall outside of the estimated range.
Due to the inherent uncertainties in the process of establishing the liabilities for unpaid
losses and loss adjustment expenses, the actual ultimate claims amounts will differ from the
currently recorded amounts. This difference could have a material effect on reported earnings and
financial condition. Future effects from changes in these estimates will be recorded in the period
such changes are determined to be needed.
INVESTMENTS
Management believes the Company has the ability to hold all fixed income securities to
maturity. However, the Company may dispose of securities prior to their scheduled maturity due to
changes in interest rates, prepayments, tax and credit considerations, liquidity or regulatory
capital requirements, or other similar factors. As a result, the Company classifies all of its
fixed income securities (bonds and redeemable preferred stocks) and equity securities as
available-for-sale. These securities are reported at fair value, with unrealized gains and losses,
net of deferred income taxes, reported in stockholders equity as a separate component of
accumulated other comprehensive income. Cash flows from purchases, sales and maturities are
reported gross in the investing activities section of the Condensed Consolidated Statements of Cash
Flows.
The amortized cost of fixed income securities is determined based on cost and the cumulative
effect of amortization of premiums and accretion of discounts. Such amortization and accretion are
included in investment income. For mortgage-backed and certain asset-backed securities, the Company
recognizes income using the effective-yield method based on estimated cash flows. All securities
transactions are recorded on the trade date. Investment gains or losses realized on the sale of
securities are determined using the specific identification method. Investments with an
other-than-temporary decline in value are written down to fair value, resulting in losses that are
included in realized investment gains and losses.
18
Short-term investments, which generally include U.S. Treasury bills, corporate notes,
money market funds, and investment grade commercial paper are carried at amortized cost that
approximates fair value. Invested assets are exposed to various risks, such as interest rate risk,
market risk and credit risk. Due to the level of risk associated with invested assets and the level
of uncertainty related to changes in the value of these assets, it is possible that changes in
risks in the near term may significantly affect the amounts reported in the Condensed Consolidated
Balance Sheets and Condensed Consolidated Statements of Income.
INTANGIBLE ASSETS
CNA Suretys Condensed Consolidated Balance Sheet as of March 31, 2007 and December 31, 2006
includes intangible assets of approximately $138.8 million. These amounts represent goodwill and
identified intangibles arising from the acquisition of Capsure Holdings Corp. (Capsure).
A significant amount of judgment is required in performing intangible asset impairment tests.
Such tests are performed annually on October 1, or more frequently if events or changes indicate
that the estimated fair value of an intangible asset might be impaired. Under the relevant
standard, fair value refers to the amount for which the entire reporting unit may be bought or
sold. There are several methods of estimating fair value, including market quotations, asset and
liability fair values and other valuation techniques, such as discounted cash flows and multiples
of earnings or revenues. The Company uses a valuation technique based on discounted cash flows. If
the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then
individual assets, including identifiable intangible assets, and liabilities of the reporting unit
are estimated at fair value. The excess of the estimated fair value of the reporting unit over the
estimated fair value of net assets would establish the implied value of intangible assets. The
excess of the recorded amount of intangible assets over the implied value of intangible assets is
recorded as an impairment loss.
INSURANCE PREMIUMS
Insurance premiums are recognized as revenue ratably over the term of the related policies in
proportion to the insurance protection provided. Contract bonds provide coverage for the length of
the bonded project and not a fixed time period. As such, the Company uses estimates of the contract
length as the basis for recognizing premium revenue on these bonds. Premium revenues are net of
amounts ceded to reinsurers. Unearned premiums represent the portion of premiums written, before
ceded reinsurance which is shown as an asset, applicable to the unexpired terms of policies in
force determined on a pro rata basis.
DEFERRED POLICY ACQUISITION COSTS
Policy acquisition costs, consisting of commissions, premium taxes and other underwriting
expenses which vary with, and are primarily related to, the production of business, net of
reinsurance commissions, are deferred and amortized as a charge to income as the related premiums
are earned. The Company periodically tests that deferred acquisition costs are recoverable based on
the expected profitability embedded in the reserve for unearned premium. If the expected
profitability is less than the balance of deferred acquisition costs, a charge to net income is
taken and the deferred acquisition cost balance is reduced to the amount determined to be
recoverable. Anticipated investment income is considered in the determination of the recoverability
of deferred acquisition costs.
RESULTS OF OPERATIONS
FINANCIAL MEASURES
The Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) discusses certain accounting principles generally accepted in the United States of America
(GAAP) and non-GAAP financial measures in order to provide information used by management to
monitor the Companys operating performance. Management utilizes various financial measures to
monitor the Companys insurance operations and investment portfolio. Underwriting results, which
are derived from certain income statement amounts, are considered a non-GAAP financial measure and
are used by management to monitor performance of the Companys insurance operations.
Underwriting results are computed as net earned premiums less net loss and loss adjustment
expenses and net commissions, brokerage and other underwriting expenses. Management uses
underwriting results to monitor its insurance operations results without the impact of certain
factors, including net investment income, net realized investment gains (losses) and interest
expense. Management excludes these factors in order to analyze the direct relationship between net
earned premiums and the related net loss and loss adjustment expenses along with net commissions,
brokerage and other underwriting expenses.
Operating ratios are calculated using insurance results and are widely used by the insurance
industry and regulators such as state departments of insurance and the National Association of
Insurance Commissioners for financial regulation and as a basis of
19
comparison among companies. The ratios discussed in the Companys MD&A are calculated using
GAAP financial results and include the net loss and loss adjustment expense ratio (loss ratio) as
well as the net commissions, brokerage and other underwriting expense ratio (expense ratio) and
combined ratio. The loss ratio is the percentage of net incurred losses and loss adjustment
expenses to net earned premiums. The expense ratio is the percentage of net commissions, brokerage
and other underwriting expenses, including the amortization of deferred acquisition costs, to net
earned premiums. The combined ratio is the sum of the loss and expense ratios.
While management uses various GAAP and non-GAAP financial measures to monitor various aspects
of the Companys performance, net income is the most directly comparable GAAP measure and
represents a more comprehensive measure of operating performance. Management believes that its
process of evaluating performance through the use of these non-GAAP financial measures provides a
basis for enhanced understanding of the operating performance and the impact to net income as a
whole. Management also believes that investors may find these widely used financial measures
described above useful in interpreting the underlying trends and performance, as well as to provide
visibility into the significant components of net income.
COMPARISON OF CNA SURETY RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
ANALYSIS OF NET INCOME
Net income for the three months ended March 31, 2007 was $20.7 million, or $0.47 per share,
compared to $18.0 million, or $0.41 per share, for the same period in 2006. The increase in net
income reflects higher earned premium, higher investment income, and the impacts of lower loss and
expense ratios. The components of net income are discussed in the following sections.
RESULTS OF INSURANCE OPERATIONS
Underwriting components for the Company for the three months ended March 31, 2007 and 2006 are
summarized in the following table (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Gross written premiums |
|
$ |
118,414 |
|
|
$ |
112,729 |
|
|
|
|
|
|
|
|
Net written premiums |
|
$ |
108,775 |
|
|
$ |
101,906 |
|
|
|
|
|
|
|
|
Net earned premiums |
|
$ |
98,303 |
|
|
$ |
91,888 |
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
$ |
24,943 |
|
|
$ |
23,596 |
|
|
|
|
|
|
|
|
Net commissions, brokerage and other expenses |
|
$ |
53,898 |
|
|
$ |
50,913 |
|
|
|
|
|
|
|
|
Loss ratio |
|
|
25.4 |
% |
|
|
25.7 |
% |
Expense ratio |
|
|
54.8 |
|
|
|
55.4 |
|
|
|
|
|
|
|
|
Combined ratio |
|
|
80.2 |
% |
|
|
81.1 |
% |
|
|
|
|
|
|
|
PREMIUMS WRITTEN/EARNED
CNA Surety primarily markets contract and commercial surety bonds. Contract surety bonds
generally secure a contractors performance and/or payment obligation with respect to a
construction project. Contract surety bonds are generally required by federal, state and local
governments for public works projects. The most common types include bid, performance and payment
bonds. Commercial surety bonds include all surety bonds other than contract and cover obligations
typically required by law or regulation. The commercial surety market includes numerous types of
bonds categorized as court judicial, court fiduciary, public official, license and permit and many
miscellaneous bonds that include guarantees of financial performance. The Company also writes
fidelity bonds that cover losses arising from employee dishonesty and other insurance products that
are generally companion products to certain surety bonds. For example, the Company writes surety
bonds for notaries and also offers related errors and omissions (E&O) insurance coverage.
The Company assumes significant amounts of premiums primarily from affiliates. This includes
all surety business written or renewed, net of reinsurance, by Continental Casualty Company (CCC)
and The Continental Insurance Company (CIC), and their affiliates, after September 30, 1997 (the
Merger Date) that is reinsured by Western Surety Company (Western Surety) pursuant to
reinsurance and related agreements. Because of certain regulatory restrictions that limit the
Companys ability to write business on a
20
direct basis, the Company continues to utilize the underwriting capacity available through
these agreements. The Company is in full control of all aspects of the underwriting and claim
management of the assumed business.
Gross written premiums are summarized in the following table (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Contract |
|
$ |
73,143 |
|
|
$ |
67,444 |
|
Commercial |
|
|
36,230 |
|
|
|
35,855 |
|
Fidelity and other |
|
|
9,041 |
|
|
|
9,430 |
|
|
|
|
|
|
|
|
Total |
|
$ |
118,414 |
|
|
$ |
112,729 |
|
|
|
|
|
|
|
|
For the quarter ended March 31, 2007, gross written premiums increased 5.0% to $118.4 million
as compared to the quarter ended March 31, 2006. Gross written premiums for contract surety
increased 8.5% to $73.1 million primarily due to increased demand as a result of the strong
construction economy. Both large and small commercial surety gross written premiums increased
slightly for the quarter. Related fidelity and other gross written premiums decreased by 4.1% due
to the lingering effects of the loss of a large notary program in the first quarter of 2006.
Net written premiums are summarized in the following table (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Contract |
|
$ |
64,447 |
|
|
$ |
57,712 |
|
Commercial |
|
|
35,287 |
|
|
|
34,764 |
|
Fidelity and other |
|
|
9,041 |
|
|
|
9,430 |
|
|
|
|
|
|
|
|
Total |
|
$ |
108,775 |
|
|
$ |
101,906 |
|
|
|
|
|
|
|
|
For the quarter ended March 31, 2007, net written premiums increased 6.7% to $108.8 million as
compared to the first quarter of 2006 due to the growth in gross written premium discussed above
and lower reinsurance costs.
Net earned premiums are summarized in the following table (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Contract |
|
$ |
58,496 |
|
|
$ |
52,015 |
|
Commercial |
|
|
32,003 |
|
|
|
31,345 |
|
Fidelity and other |
|
|
7,804 |
|
|
|
8,528 |
|
|
|
|
|
|
|
|
Total |
|
$ |
98,303 |
|
|
$ |
91,888 |
|
|
|
|
|
|
|
|
For the quarter ended March 31, 2007, net earned premiums increased 7.0% to $98.3 million as
compared to the first quarter of 2006 due to the increase in net written premiums as
described above.
EXCESS OF LOSS REINSURANCE
The Companys reinsurance program is predominantly comprised of excess of loss reinsurance
contracts that limit the Companys retention on a per principal basis. The Companys reinsurance
coverage is provided by third party reinsurers and related parties.
2007 THIRD PARTY REINSURANCE COMPARED TO 2006 THIRD PARTY REINSURANCE
Effective January 1, 2007, CNA Surety entered into a new excess of loss treaty (2007 Excess
of Loss Treaty) with a group of third party reinsurers on terms similar to the 2006 Excess of Loss
Treaty. Under the 2007 Excess of Loss Treaty, the Companys net retention per principal remained at
$10 million with a 5% co-participation in the $90 million layer of third party reinsurance coverage
21
above the Companys retention. The contract includes an optional extended discovery period,
for an additional premium (a percentage of the original premium based on any unexhausted aggregate
limit by layer), which will provide coverage for losses discovered beyond 2007 on bonds that were
in force during 2007. The primary difference between the 2007 Excess of Loss Treaty and the
Companys 2006 Excess of Loss Treaty is as follows. The base annual premium for the 2007 Excess of
Loss Treaty is $36.6 million compared to the actual cost of the 2006 Excess of Loss Treaty of $39.9
million. Only the large national contractor that was excluded from the 2006 treaty remained
excluded from the 2007 Excess of Loss Treaty.
RELATED PARTY REINSURANCE
Reinsurance agreements together with the Services and Indemnity Agreement that are described
below provide for the transfer of the surety business written by CCC and CIC to Western Surety.
The Services and Indemnity Agreement provides the Companys insurance subsidiaries the
authority to perform various administrative, management, underwriting and claim functions in order
to conduct the business of CCC and CIC and to be reimbursed by CCC for services rendered. In
consideration for providing the foregoing services, CCC has agreed to pay Western Surety a
quarterly fee of $50,000. This agreement was renewed on January 1, 2007 and expires on December 31,
2007 and is annually renewable thereafter.
Through a surety quota share treaty (the Quota Share Treaty), CCC and CIC transfer to
Western Surety all surety business written or renewed by CCC and CIC after the Merger Date. The
Quota Share Treaty was renewed on January 1, 2007 and expires on December 31, 2007 and is annually
renewable thereafter. CCC and CIC transfer the related liabilities of such business and pay to
Western Surety an amount in cash equal to CCCs and CICs net written premiums written on all such
business, minus a quarterly ceding commission to be retained by CCC and CIC equal to $50,000 plus
25% of net written premiums written on all such business. This contemplates an approximate 4%
override commission for fronting fees to CCC and CIC on their actual direct acquisition costs.
Under the terms of the Quota Share Treaty, CCC has guaranteed the loss and loss adjustment
expense reserves transferred to Western Surety as of the Merger Date by agreeing to pay Western
Surety, within 30 days following the end of each calendar quarter, the amount of any adverse
development on such reserves, as re-estimated as of the end of such calendar quarter. There was no
adverse reserve development for the period from the Merger Date through March 31, 2007.
Through a stop loss contract entered into at the Merger Date (the Stop Loss Contract), the
Companys insurance subsidiaries were protected from adverse loss experience on certain business
underwritten after the Merger Date. The Stop Loss Contract between the insurance subsidiaries and
CCC limited the insurance subsidiaries prospective net loss ratios with respect to certain
accounts and lines of insured business for three full accident years following the Merger Date. In
the event the insurance subsidiaries accident year net loss ratio exceeded 24% in any of the
accident years 1997 through 2000 on certain insured accounts (the Loss Ratio Cap), the Stop Loss
Contract requires CCC at the end of each calendar quarter following the Merger Date, to pay the
insurance subsidiaries a dollar amount equal to (i) the amount, if any, by which their actual
accident year net loss ratio exceeds the applicable Loss Ratio Cap, multiplied by (ii) the
applicable net earned premiums. As of March 31, 2007, the Company had billed and received $47.8
million under the Stop Loss Contract. This amount received under the Stop Loss Contract included
$29.7 million held by the Company for losses covered by this contract that were incurred but not
paid as of March 31, 2007. As of December 31, 2006, the Company had billed and received $45.9
million under the Stop Loss Contract.
The Company and CCC previously participated in a $40 million excess of $60 million reinsurance
contract effective from January 1, 2005 to December 31, 2005 providing coverage exclusively for the
one large national contractor excluded from the Companys third party reinsurance. The premium for
this contract was $3.0 million plus an additional premium of $6.0 million if a loss was ceded under
this contract. In the second quarter of 2005, this contract was amended to provide unlimited
coverage in excess of the $60 million retention, to increase the premium to $7.0 million, and to
eliminate the additional premium provision. This treaty provides coverage for the life of bonds
either in force or written during the term of the treaty which was from January 1, 2005 to December
31, 2005. In November 2005, the Company and CCC agreed by addendum to extend this contract for
twelve months. This extension, which expired on December 31, 2006, was for an additional minimum
premium of $0.8 million, subject to adjustment based on the level of actual premiums written on
bonds for the large national contractor. In January 2007, the Company and CCC agreed by addendum to
extend this contract for another twelve months. This extension, which will expire on December 31,
2007, was for an additional premium subject to the level of actual premiums written on bonds for
the large national contractor. As of March 31, 2007 and December 31, 2006, the Company had ceded
losses of $50.0 million under the terms of this contract.
22
As of March 31, 2007 and December 31, 2006, CNA Surety had an insurance receivable balance
from CCC and CIC of $63.1 million and $61.9 million, respectively. CNA Surety had a reinsurance
payable of $0.2 million to CCC and CIC as of March 31, 2007. CNA Surety had no reinsurance payables
to CCC and CIC as of December 31, 2006.
EXPOSURE MANAGEMENT
The Companys business is subject to certain risks and uncertainties associated with the
current economic environment and corporate credit conditions. In response to these risks and
uncertainties, the Company has enacted various exposure management initiatives. With respect to
risks on large commercial accounts, the Company generally limits its exposure to $25.0 million per
account, but will selectively accept higher exposures.
With respect to contract surety, the Companys portfolio is predominantly comprised of
contractors with bonded backlog of less than $30.0 million. Bonded backlog is an estimate of the
Companys exposure in the event of default before indemnification, salvage and subrogation
recoveries. The Company does have accounts with bonded backlogs greater than $30.0 million.
The Company manages its exposure to any one contract credit and aggressively looks for co-surety,
shared accounts and other means to support or reduce larger exposures. Reinsurance, indemnification
and subrogation rights, including rights to contract proceeds on construction projects in the event
of default, exist that substantially reduce CNA Suretys exposure to loss.
NET LOSS RATIO
The net loss ratio was 25.4% for the three months ended March 31, 2007 as compared with 25.7%
for the same period in 2006. The improvement in this ratio reflects lower reinsurance costs.
EXPENSE RATIO
The expense ratio was 54.8% for the three months ended March 31, 2007 as compared with 55.4%
for the same period in 2006. The improvement in the current ratio reflects earned premium growth as
discussed above with a minimal increase in underwriting expenses.
INVESTMENT INCOME AND REALIZED INVESTMENT GAINS/LOSSES
Net investment income was $10.7 million for the three months ended March 31, 2007, as compared
with $9.2 million for the same period in 2006. This is due to the increase in invested assets and
higher yields. The annualized pre-tax yield was 4.7% and 4.5% for the three months ended March 31,
2007 and 2006, respectively. The annualized after-tax yield was 3.8% and 3.7% for the three months
ended March 31, 2007 and 2006, respectively.
The following summarizes net realized investment gains (losses) activity (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Gross realized investment gains |
|
$ |
279 |
|
|
$ |
19 |
|
Gross realized investment losses |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
Net realized investment gains |
|
$ |
279 |
|
|
$ |
18 |
|
|
|
|
|
|
|
|
The Companys investment portfolio generally is managed to maximize after-tax investment
return, while minimizing credit risk with investments concentrated in high quality fixed income
securities. CNA Suretys portfolio is managed to provide diversification by limiting exposures to
any one industry, issue or issuer, and to provide liquidity by investing in the public securities
markets. The portfolio is structured to support CNA Suretys insurance underwriting operations and
to consider the expected duration of liabilities and short-term cash needs. In achieving these
goals, assets may be sold to take advantage of market conditions or other investment opportunities
or regulatory, credit and tax considerations. These activities will produce realized gains and
losses.
Invested assets are exposed to various risks, such as interest rate, market and credit. Due to
the level of risk associated with certain of these invested assets and the level of uncertainty
related to changes in the value of these assets, it is possible that changes in risks in the near
term may significantly affect the amounts reported in the Condensed Consolidated Balance Sheets and
Condensed Consolidated Statements of Income.
23
INTEREST EXPENSE
Interest expense decreased by 24.3% for the three months ended March 31, 2007 as compared with
the same period in 2006, due to a reduction in weighted average debt outstanding during 2006.
Weighted average debt outstanding was $30.9 million for the three months ended March 31, 2007 as
compared with $50.9 million for the same period in 2006. The weighted average interest rate for the
three months ended March 31, 2007 was 8.7% as compared with 7.1% for the same period in 2006.
INCOME TAXES
For the three months ended March 31, 2007, the Companys effective tax rate differs from the
statutory tax rate due primarily to tax-exempt investment income. Tax-exempt investment income was
$4.8 million for the three months ended March 31, 2007. Tax-exempt investment income was $4.3 million for
the three months ended March 31, 2006.
LIQUIDITY AND CAPITAL RESOURCES
It is anticipated that the liquidity requirements of CNA Surety will be met primarily with
funds generated from its insurance operations. The principal sources of consolidated cash flows are
premiums, investment income, sales and maturities of investments, and reinsurance recoveries. CNA
Surety also may generate funds from additional borrowings under the credit facility described
below. The primary cash flow uses are payments for claims, operating expenses, reinsurance
premiums, federal income taxes, and debt service. In general, surety operations generate premium
collections from customers in advance of cash outlays for claims. Premiums are invested until such
time as funds are required to pay claims and claims adjusting expenses.
The Company believes that total invested assets, including cash and short-term investments,
are sufficient in the aggregate and have suitably scheduled maturities to satisfy all policy claims
and other operating liabilities, including dividend and income tax sharing payments of its
insurance subsidiaries. At March 31, 2007, the carrying value of the Companys insurance
subsidiaries invested assets was comprised of $837.1 million of fixed income securities, $55.5
million of short-term investments and $8.8 million of cash. At December 31, 2006, the carrying
value of the Companys insurance subsidiaries invested assets was comprised of $784.0 million of
fixed income securities, $94.2 million of short-term investments and $3.5 million of cash.
No additional surety losses were paid during the quarter ended March 31, 2007 for the large
national contractor discussed in the Companys previous public filings. Through March 31, 2007, the
total paid by the Company for surety losses of the large national contractor was $60.0 million,
which is the Companys exposure, net of expected reinsurance recoveries from CCC.
Cash flow at the parent company level is derived principally from dividend and tax sharing
payments from its insurance subsidiaries. The principal obligations at the parent company level are
to service debt and pay operating expenses, including income taxes. At March 31, 2007, the parent
companys invested assets consisted of $0.7 million of fixed income securities, $1.8 million of
equity securities, and $5.2 million of short-term investments and cash. At December 31, 2006, the
parent companys invested assets consisted of $0.8 million of fixed income securities, $1.7 million
of equity securities, and $12.4 million of short-term investments and cash. At March 31, 2007 and
December 31, 2006 respectively, parent company short-term investments and cash included $4.1
million and $9.4 million of restricted cash primarily related to premium receipt collections
ultimately due to the Companys insurance subsidiaries.
The Companys consolidated net cash flow provided by operating activities was $13.9 million
for the three months ended March 31, 2007 compared to net cash flow provided by operating
activities of $14.2 million for the comparable period in 2006. The decrease in net cash flow
provided by operating activities primarily relates to uncollected reinsurance receivables on large
loss payments during the quarter, partially offset by lower estimated tax payments included with
the extension filing for the 2006 federal income tax return.
On July 27, 2005, the Company refinanced $30.0 million in outstanding borrowings under its
previous credit facility with a new credit facility (the 2005 Credit Facility). The 2005 Credit
Facility provided an aggregate of up to $50.0 million in borrowings under a revolving credit
facility. In the third quarter of 2006, the outstanding 2005 Credit Facility balance of $20.0
million was paid. Also, in September 2006, the Company reduced the available aggregate revolving
credit facility to $25.0 million in borrowings. The 2005 Credit Facility matures on June 30, 2008.
No other debt matures in the next five years.
The term of borrowings under the 2005 Credit Facility may be fixed, at the Companys option,
for a period of one, two, three, or six months. The interest rate is based on, among other rates,
the London Interbank Offered Rate (LIBOR) plus the applicable margin. The margin, including a
utilization fee, can vary based on the Companys leverage ratio (debt to total capitalization) from
0.80% to
24
1.00%. There was no outstanding balance under the 2005 Credit Facility at March 31, 2007. As
such, the Company paid only the facility fee of 0.325% at March 31, 2007. As of March 31, 2006, the
weighted average interest rate was 6.13% on the $20.0 million of outstanding borrowings.
The 2005 Credit Facility contains, among other conditions, limitations on the Company with
respect to the incurrence of additional indebtedness and maintenance of a rating of at least A- by
A.M. Best Company, Inc. (A.M. Best) for each of the Companys insurance subsidiaries. The 2005
Credit Facility also requires the maintenance of certain financial ratios as follows: a) maximum
funded debt to total capitalization ratio of 25%, b) minimum net worth of $375.0 million and c)
minimum fixed charge coverage ratio of 2.5 times. The Company was in compliance with all covenants
as of and for the period ended March 31, 2007.
In May 2004, the Company, through a wholly-owned trust, privately issued $30.0 million of
preferred securities through two pooled transactions. These securities bear interest at a rate of
LIBOR plus 337.5 basis points with a 30-year term and are redeemable at par value after five years.
The securities were issued by CNA Surety Capital Trust I (the Issuer Trust). The Companys
investment of $0.9 million in the Issuer Trust is carried at cost in Other assets in the
Companys Condensed Consolidated Balance Sheet. The sole asset of the Issuer Trust consists of a
$30.9 million junior subordinated debenture issued by the Company to the Issuer Trust. The Company
has also guaranteed the dividend payments and redemption of the preferred securities issued by the
Issuer Trust. The maximum amount of undiscounted future payments the Company could make under the
guarantee is $75.0 million, consisting of annual dividend payments of $1.5 million over 30 years
and the redemption value of $30.0 million. Because payment under the guarantee would only be
required if the Company does not fulfill its obligations under the debentures held by the Issuer
Trust, the Company has not recorded any additional liabilities related to this guarantee.
The subordinated debenture bears interest at a rate of LIBOR plus 337.5 basis points and matures in
April 2034. As of March 31, 2007 and 2006, the interest rate on the junior subordinated debenture
was 8.74% and 8.12% respectively.
A summary of the Companys commitments as of March 31, 2007 is presented in the following
table (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations as of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
Thereafter |
|
|
Total |
|
Debt (a) |
|
$ |
2.1 |
|
|
$ |
2.7 |
|
|
$ |
2.7 |
|
|
$ |
2.7 |
|
|
$ |
2.7 |
|
|
$ |
91.5 |
|
|
$ |
104.4 |
|
Operating leases |
|
|
1.5 |
|
|
|
1.9 |
|
|
|
1.9 |
|
|
|
1.9 |
|
|
|
1.8 |
|
|
|
0.9 |
|
|
|
9.9 |
|
Loss and loss adjustment expense reserves |
|
|
178.9 |
|
|
|
112.7 |
|
|
|
74.7 |
|
|
|
18.6 |
|
|
|
12.9 |
|
|
|
34.2 |
|
|
|
432.0 |
|
Other long-term liabilities (b) |
|
|
0.3 |
|
|
|
1.1 |
|
|
|
1.0 |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
11.5 |
|
|
|
15.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
182.8 |
|
|
$ |
118.4 |
|
|
$ |
80.3 |
|
|
$ |
23.8 |
|
|
$ |
18.0 |
|
|
$ |
138.1 |
|
|
$ |
561.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Reflects expected principal and interest payments. |
|
(b) |
|
Reflects unfunded postretirement benefit plans and long-term incentive plan payments to
certain executives. |
As an insurance holding company, CNA Surety is dependent upon dividends and other permitted
payments from its insurance subsidiaries to pay operating expenses, meet debt service requirements,
as well as to pay cash dividends. The payment of dividends by the insurance subsidiaries is subject
to varying degrees of supervision by the insurance regulatory authorities in South Dakota and
Texas. In South Dakota, where Western Surety and Surety Bonding Company of America (Surety
Bonding) are domiciled, insurance companies may only pay dividends from earned surplus excluding
surplus arising from unrealized capital gains or revaluation of assets. In Texas, where Universal
Surety of America is domiciled, an insurance company may only declare or pay dividends to
stockholders from the insurers earned surplus. The insurance subsidiaries may pay dividends
without obtaining prior regulatory approval only if such dividend or distribution (together with
dividends or distributions made within the preceding 12-month period) is less than, as of the end
of the immediately preceding year, the greater of (i) 10% of the insurers surplus to policyholders
or (ii) statutory net income. In South Dakota, net income includes net realized capital gains in an
amount not to exceed 20% of net unrealized capital gains. All dividends must be reported to the
appropriate insurance department prior to payment.
The dividends that may be paid without prior regulatory approval are determined by formulas
established by the applicable insurance regulations, as described above. The formulas that
determine dividend capacity in the current year are dependent on, among other items, the prior
years ending statutory surplus and statutory net income. Dividend capacity for 2007 is based on
statutory surplus and income at and for the year ended December 31, 2006. Without prior regulatory
approval in 2007, Western Surety may pay dividends of $87.7 million to CNA Surety. CNA Surety
received no dividends from its insurance subsidiaries or its non-insurance subsidiaries during the
first three months of 2007 or 2006.
25
Combined statutory surplus totaled $368.9 million at March 31, 2007, resulting in a net
written premium to statutory surplus ratio of to 1.1 to 1.0. Insurance regulations restrict Western
Suretys maximum net retention on a single surety bond to 10 percent of statutory surplus. Under
the 2007 Excess of Loss Treaty, the Companys net retention on new bonds would generally be $10
million plus a 5% co-participation in the $90 million layer of excess reinsurance above the
Companys retention. Based on statutory surplus as of March 31, 2007, this regulation would limit
Western Suretys largest gross risk to $122.4 million. This surplus requirement may limit the
amount of future dividends Western Surety could otherwise pay to CNA Surety.
In accordance with the provisions of intercompany tax sharing agreements between CNA Surety
and its subsidiaries, the tax of each subsidiary shall be determined based upon each subsidiarys
separate return liability. Intercompany tax payments are made at such times when estimated tax
payments would be required by the Internal Revenue Service. CNA Surety did not receive any
intercompany tax payments from its subsidiaries for the three months ended March 31, 2007. CNA
Surety received $3.1 million from its subsidiaries for the three months ended March 31, 2006.
Western Surety and Surety Bonding each qualify as an acceptable surety for federal and other
public works project bonds pursuant to U.S. Department of Treasury regulations. U.S. Treasury
underwriting limitations are based on an insurers statutory surplus. Effective July 1, 2006
through June 30, 2007, the underwriting limitations of Western Surety and Surety Bonding are $26.8
million and $0.7 million, respectively. Through the Surety Quota Share Treaty previously discussed,
CNA Surety has access to CCC and its affiliates U.S. Department of Treasury underwriting
limitations. Effective July 1, 2006 through June 30, 2007, the underwriting limitations of CCC and
its affiliates utilized under the Quota Share Treaty total $549.0 million. CNA Surety management
believes that the foregoing U.S. Treasury underwriting limitations are sufficient for the conduct
of its business.
Subject to the aforementioned uncertainties concerning the Companys per principal net
retentions, CNA Surety management believes that the Company has sufficient available resources,
including capital protection against large losses provided by the Companys excess of loss
reinsurance arrangements, to meet its present capital needs.
FINANCIAL CONDITION
INVESTMENT PORTFOLIO
The estimated fair value and amortized cost or cost of fixed income and equity securities held
by CNA Surety at March 31, 2007 and December 31, 2006, by investment category, were as follows
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross Unrealized Losses |
|
|
|
|
|
|
Amortized Cost |
|
|
Unrealized |
|
|
Less Than |
|
|
More Than |
|
|
Estimated Fair |
|
March 31, 2007 |
|
or Cost |
|
|
Gains |
|
|
12 Months |
|
|
12 Months |
|
|
Value |
|
Fixed income securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of
U.S. Government and agencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
14,817 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(219 |
) |
|
$ |
14,598 |
|
U.S. Agencies |
|
|
72,072 |
|
|
|
15 |
|
|
|
(30 |
) |
|
|
(161 |
) |
|
|
71,896 |
|
Collateralized mortgage obligations |
|
|
21,671 |
|
|
|
339 |
|
|
|
(24 |
) |
|
|
(270 |
) |
|
|
21,716 |
|
Mortgage pass-through securities |
|
|
37,493 |
|
|
|
85 |
|
|
|
|
|
|
|
(1,015 |
) |
|
|
36,563 |
|
Obligations of states and political subdivisions |
|
|
543,139 |
|
|
|
11,866 |
|
|
|
(587 |
) |
|
|
(13 |
) |
|
|
554,405 |
|
Corporate bonds |
|
|
58,857 |
|
|
|
1,147 |
|
|
|
|
|
|
|
(914 |
) |
|
|
59,090 |
|
Non-agency collateralized mortgage obligations |
|
|
37,071 |
|
|
|
254 |
|
|
|
|
|
|
|
(766 |
) |
|
|
36,559 |
|
Other asset-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second mortgages/home equity loans |
|
|
20,093 |
|
|
|
|
|
|
|
|
|
|
|
(138 |
) |
|
|
19,955 |
|
Credit card receivables |
|
|
17,231 |
|
|
|
266 |
|
|
|
|
|
|
|
|
|
|
|
17,497 |
|
Other |
|
|
5,613 |
|
|
|
60 |
|
|
|
|
|
|
|
(119 |
) |
|
|
5,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income securities |
|
|
828,057 |
|
|
|
14,032 |
|
|
|
(641 |
) |
|
|
(3,615 |
) |
|
|
837,833 |
|
Equity securities |
|
|
1,630 |
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
1,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
829,687 |
|
|
$ |
14,189 |
|
|
$ |
(641 |
) |
|
$ |
(3,615 |
) |
|
$ |
839,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross Unrealized Losses |
|
|
|
|
|
|
Amortized Cost |
|
|
Unrealized |
|
|
Less Than |
|
|
More Than |
|
|
Estimated Fair |
|
December 31, 2006 |
|
or Cost |
|
|
Gains |
|
|
12 Months |
|
|
12 Months |
|
|
Value |
|
Fixed income securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of
U.S. Government and agencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
14,832 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(327 |
) |
|
$ |
14,505 |
|
U.S. Agencies |
|
|
62,106 |
|
|
|
14 |
|
|
|
(96 |
) |
|
|
(260 |
) |
|
|
61,764 |
|
Collateralized mortgage obligations |
|
|
16,969 |
|
|
|
294 |
|
|
|
|
|
|
|
(326 |
) |
|
|
16,937 |
|
Mortgage pass-through securities |
|
|
38,851 |
|
|
|
77 |
|
|
|
|
|
|
|
(1,129 |
) |
|
|
37,799 |
|
Obligations of states and political subdivisions |
|
|
492,640 |
|
|
|
13,833 |
|
|
|
(118 |
) |
|
|
(10 |
) |
|
|
506,345 |
|
Corporate bonds |
|
|
66,943 |
|
|
|
1,375 |
|
|
|
(5 |
) |
|
|
(1,059 |
) |
|
|
67,254 |
|
Non-agency collateralized mortgage obligations |
|
|
37,069 |
|
|
|
210 |
|
|
|
|
|
|
|
(817 |
) |
|
|
36,462 |
|
Other asset-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second mortgages/home equity loans |
|
|
20,925 |
|
|
|
|
|
|
|
(26 |
) |
|
|
(150 |
) |
|
|
20,749 |
|
Credit card receivables |
|
|
17,230 |
|
|
|
211 |
|
|
|
|
|
|
|
|
|
|
|
17,441 |
|
Other |
|
|
5,613 |
|
|
|
62 |
|
|
|
|
|
|
|
(140 |
) |
|
|
5,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income securities |
|
|
773,178 |
|
|
|
16,076 |
|
|
|
(245 |
) |
|
|
(4,218 |
) |
|
|
784,791 |
|
Equity securities |
|
|
1,508 |
|
|
|
160 |
|
|
|
|
|
|
|
|
|
|
|
1,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
774,686 |
|
|
$ |
16,236 |
|
|
$ |
(245 |
) |
|
$ |
(4,218 |
) |
|
$ |
786,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes for fixed income securities in an unrealized loss position at
March 31, 2007 and December 31, 2006 the aggregate fair value and gross unrealized loss by length
of time those securities have been continuously in an unrealized loss position (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
December 31, 2006 |
|
|
|
Estimated |
|
|
Gross |
|
|
Estimated |
|
|
Gross |
|
Unrealized Loss Aging |
|
Fair Value |
|
|
Unrealized Loss |
|
|
Fair Value |
|
|
Unrealized Loss |
|
Fixed income securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment grade: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0-6 months |
|
$ |
152,825 |
|
|
$ |
636 |
|
|
$ |
75,215 |
|
|
$ |
205 |
|
7-12 months |
|
|
3,119 |
|
|
|
5 |
|
|
|
10,104 |
|
|
|
40 |
|
13-24 months |
|
|
132,880 |
|
|
|
2,708 |
|
|
|
137,954 |
|
|
|
3,457 |
|
Greater than 24 months |
|
|
26,757 |
|
|
|
807 |
|
|
|
16,206 |
|
|
|
684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment grade |
|
|
315,581 |
|
|
|
4,156 |
|
|
|
239,479 |
|
|
|
4,386 |
|
Non-investment grade |
|
|
3,934 |
|
|
|
100 |
|
|
|
3,960 |
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
319,515 |
|
|
$ |
4,256 |
|
|
$ |
243,439 |
|
|
$ |
4,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A significant judgment in the valuation of investments is the determination of when an
other-than-temporary decline in value has occurred. The Company follows a consistent and systematic
process for impairing securities that sustain other-than-temporary declines in value. The Company
has established a watch list that is reviewed by the Chief Financial Officer and one other
executive officer on at least a quarterly basis. The watch list includes individual securities that
fall below certain thresholds or that exhibit evidence of impairment indicators including, but not
limited to, a significant adverse change in the financial condition and near-term prospects of the
investment or a significant adverse change in legal factors, the business climate or credit
ratings.
When a security is placed on the watch list, it is monitored for further market value changes
and additional news related to the issuers financial condition. The focus is on objective evidence
that may influence the evaluation of impairment factors.
The decision to record an other-than-temporary impairment loss incorporates both quantitative
criteria and qualitative information. The Company considers a number of factors including, but not
limited to: (a) the length of time and the extent to which the market value has been less than book
value, (b) the financial condition and near-term prospects of the issuer, (c) the intent and
ability of the Company to retain its investment for a period of time sufficient to allow for any
anticipated recovery in value, (d) whether the debtor is current on interest and principal payments
and (e) general market conditions and industry or sector specific factors.
For securities for which an other-than-temporary impairment loss has been recorded, the
security is written down to fair value and the resulting losses are recognized in realized
gains/losses in the Condensed Consolidated Statements of Income.
As of March 31, 2007, 71 securities held by the Company were in an unrealized loss position.
The Company believes that 70 of these securities are in an unrealized loss position because of
changes in interest rates and therefore expects these securities will recover
27
in value at or before maturity. Of these 70 securities, 44 were rated AAA by Standard &
Poors (S&P) and Aaa by Moodys Investor Services (Moodys) and all were investment grade.
Only one of these 70 securities was in a loss position that exceeded 5% of its book value, with the
largest percentage unrealized loss being 6.0% of that securitys book value resulting in an
unrealized loss of $0.1 million. The largest unrealized loss was $0.3 million, which was 4.2% of
that securitys book value.
The remaining security that was in an unrealized loss position was issued by the financing
subsidiary of a large domestic automaker. The security was in an unrealized loss position of
approximately 2.5% ($0.1 million) of its book value and was rated below investment grade by S&P and
Moodys. The Company believes that the financial condition and near-term prospects of the issuer
are strong, and expects that the unrealized loss will reverse. The Company intends and believes it
has the ability to hold this investment until the expected recovery in value, which may be at
maturity.
Based on the foregoing information, the Company believes there are no other-than-temporary
impairments at March 31, 2007. No other-than-temporary impairments were recorded for the three
months ended March 31, 2006.
IMPACT OF PENDING ACCOUNTING STANDARDS
In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159), which provides companies with an option to report selected
financial assets and liabilities at fair value, with changes in fair value recorded in earnings.
SFAS 159 helps to mitigate this type of accounting-induced earnings volatility by enabling
companies to report related assets and liabilities at fair value, which would likely reduce the
need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons between companies that
choose different measurement attributes for similar types of assets and liabilities. SFAS 159
requires companies to provide additional information that will help investors and other users of
financial statements to more easily understand the effect of the companys choice to use fair value
on its earnings. It also requires entities to display the fair value of those assets and
liabilities for which the company has chosen to use fair value on the face of the balance sheet.
SFAS 159 does not eliminate disclosure requirements included in other accounting standards,
including requirements for disclosures about fair value measurements included in SFAS No. 157,
Fair Value Measurements (SFAS 157), discussed below, or SFAS No. 107, Disclosures about Fair
Value of Financial Instruments. SFAS 159 is effective for fiscal years ending after November 15,
2007. The Company is currently evaluating the impact that adopting SFAS 159 will have on the
Companys results of operations and financial condition, if any.
In September 2006, the FASB issued SFAS 157. SFAS 157 defines fair value, establishes a
framework for measuring fair value in accordance with GAAP and expands disclosures about fair value
measurements. SFAS 157 retains the exchange price notion in the definition of fair value and
clarifies that the exchange price is the price in an orderly transaction between market
participants to sell the asset or transfer the liability in the market in which the reporting
entity would transact for the asset or liability. SFAS 157 emphasizes that fair value is a
market-based measurement, not an entity-specific measurement and the fair value measurement should
be determined based on the assumptions that market participants would use in pricing the asset or
liability. SFAS 157 expands disclosures surrounding the use of fair value to measure assets and
liabilities and specifically focuses on the sources used to measure fair value. In instances of
recurring use of fair value measures using unobservable inputs, SFAS 157 requires separate
disclosure of the effect on earnings for the period. SFAS 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods within the year of
adoption. The Company is currently evaluating the impact that adopting SFAS 157 will have on the
Companys results of operations and financial condition, if any.
FORWARD-LOOKING STATEMENTS
This report includes a number of statements, which relate to anticipated future events
(forward-looking statements) rather than actual present conditions or historical events.
Forward-looking statements generally include words such as believes, expects, intends,
anticipates, estimates, and similar expressions. Forward-looking statements in this report
include expected developments in the Companys insurance business, including losses and loss
reserves; the impact of routine ongoing insurance reserve reviews being conducted by the Company;
the routine state regulatory examinations of the Companys primary insurance company subsidiaries,
and the Companys responses to the results of those reviews and examinations; the Companys
expectations concerning its revenues, earnings, expenses and investment activities; expected cost
savings and other results from the Companys expense reduction and restructuring activities; and
the Companys proposed actions in response to trends in its business.
28
Forward-looking statements, by their nature, are subject to a variety of inherent risks and
uncertainties that could cause actual results to differ materially from the results projected. Many
of these risks and uncertainties cannot be controlled by the Company. Some examples of these risks
and uncertainties are:
|
|
general economic and business conditions; |
|
|
changes in financial markets such as fluctuations in interest rates, long-term periods of
low interest rates, credit conditions and currency, commodity and stock prices; |
|
|
the ability of the Companys contract principals to fulfill their bonded obligations; |
|
|
the effects of corporate bankruptcies on surety bond claims, as well as on capital
markets; |
|
|
changes in foreign or domestic political, social and economic conditions; |
|
|
regulatory initiatives and compliance with governmental regulations, judicial decisions,
including interpretation of policy provisions, decisions regarding coverage, trends in
litigation and the outcome of any litigation involving the Company, and rulings and changes in
tax laws and regulations; |
|
|
regulatory limitations, impositions and restrictions upon the Company, including the
effects of assessments and other surcharges for guaranty funds and other mandatory pooling
arrangements; |
|
|
the impact of competitive products, policies and pricing and the competitive environment in
which the Company operates, including changes in the Companys books of business; |
|
|
product and policy availability and demand and market responses, including the level of
ability to obtain rate increases and decline or non-renew underpriced accounts, to achieve
premium targets and profitability and to realize growth and retention estimates; |
|
|
development of claims and the impact on loss reserves, including changes in claim
settlement practices; |
|
|
the performance of reinsurance companies under reinsurance contracts with the Company; |
|
|
results of financing efforts, including the availability of bank credit facilities; |
|
|
changes in the Companys composition of operating segments; |
|
|
the sufficiency of the Companys loss reserves and the possibility of future increases in
reserves; |
|
|
the risks and uncertainties associated with the Companys loss reserves; and, |
|
|
the possibility of further changes in the Companys ratings by ratings agencies, including
the inability to access certain markets or distribution channels and the required
collateralization of future payment obligations as a result of such changes, and changes in
rating agency policies and practices. |
Any forward-looking statements made in this report are made by the Company as of the date of
this report. The Company does not have any obligation to update or revise any forward-looking
statement contained in this report, even if the Companys expectations or any related events,
conditions or circumstances change.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CNA Suretys investment portfolio is subject to economic losses due to adverse changes in the
fair value of its financial instruments, or market risk. Interest rate risk represents the largest
market risk factor affecting the Companys consolidated financial condition due to its significant
level of investments in fixed income securities. Increases and decreases in prevailing interest
rates generally translate into decreases and increases in the fair value of the Companys fixed
income portfolio. The fair value of these
29
interest rate sensitive instruments may also be affected by the credit-worthiness of the
issuer, prepayment options, relative value of alternative investments, the liquidity of the
instrument, income tax considerations and general market conditions. The Company manages its
exposure to interest rate risk primarily through an asset/liability matching strategy. The
Companys exposure to interest rate risk is mitigated by the relative short-term nature of its
insurance and other liabilities. The targeted effective duration of the Companys investment
portfolio is approximately 5 years, consistent with the expected duration of its insurance and
other liabilities.
The tables below summarize the estimated effects of certain hypothetical increases and
decreases in interest rates. It is assumed that the changes occur immediately and uniformly across
each investment category. The hypothetical changes in market interest rates selected reflect the
Companys expectations of the reasonably possible best or worst case scenarios over a one-year
period. The hypothetical fair values are based upon the same prepayment assumptions that were
utilized in computing fair values as of March 31, 2007. Significant variations in market interest
rates could produce changes in the timing of repayments due to prepayment options available. The
fair value of such instruments could be affected and therefore actual results might differ from
those reflected in the following tables.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hypothetical |
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair |
|
|
Percentage |
|
|
|
|
|
|
|
Hypothetical |
|
|
Value After |
|
|
Increase |
|
|
|
Fair Value at |
|
|
Change in |
|
|
Hypothetical |
|
|
(Decrease) in |
|
|
|
March 31, |
|
|
Interest Rate |
|
|
Change in |
|
|
Stockholders |
|
|
|
2007 |
|
|
(bp=basis points) |
|
|
Interest Rate |
|
|
Equity |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
U.S. Government and government agencies and authorities |
|
$ |
144,773 |
|
|
200 bp increase |
|
$ |
133,511 |
|
|
|
(1.2 |
)% |
|
|
|
|
|
|
100 bp increase |
|
|
139,672 |
|
|
|
(0.6 |
) |
|
|
|
|
|
|
100 bp decrease |
|
|
148,033 |
|
|
|
0.4 |
|
|
|
|
|
|
|
200 bp decrease |
|
|
149,690 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
States, municipalities and political subdivisions |
|
|
554,405 |
|
|
200 bp increase |
|
|
487,542 |
|
|
|
(7.4 |
) |
|
|
|
|
|
|
100 bp increase |
|
|
520,676 |
|
|
|
(3.7 |
) |
|
|
|
|
|
|
100 bp decrease |
|
|
589,981 |
|
|
|
3.9 |
|
|
|
|
|
|
|
200 bp decrease |
|
|
628,628 |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds and all other |
|
|
138,655 |
|
|
200 bp increase |
|
|
128,325 |
|
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 bp increase |
|
|
133,354 |
|
|
|
(0.6 |
) |
|
|
|
|
|
|
100 bp decrease |
|
|
144,258 |
|
|
|
0.6 |
|
|
|
|
|
|
|
200 bp decrease |
|
|
150,085 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income securities available-for-sale |
|
$ |
837,833 |
|
|
200 bp increase |
|
|
749,378 |
|
|
|
(9.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 bp increase |
|
|
793,702 |
|
|
|
(4.9 |
) |
|
|
|
|
|
|
100 bp decrease |
|
|
882,272 |
|
|
|
4.9 |
|
|
|
|
|
|
|
200 bp decrease |
|
|
928,403 |
|
|
|
10.0 |
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hypothetical |
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair |
|
|
Percentage |
|
|
|
|
|
|
|
Hypothetical |
|
|
Value After |
|
|
Increase |
|
|
|
Fair Value at |
|
|
Change in |
|
|
Hypothetical |
|
|
(Decrease) in |
|
|
|
December 31, |
|
|
Interest Rate |
|
|
Change in |
|
|
Stockholders |
|
|
|
2006 |
|
|
(bp=basis points) |
|
|
Interest Rate |
|
|
Equity |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
U.S. Government and government agencies and authorities |
|
$ |
131,005 |
|
|
200 bp increase |
|
$ |
120,310 |
|
|
|
(1.2 |
)% |
|
|
|
|
|
|
100 bp increase |
|
|
126,070 |
|
|
|
(0.6 |
) |
|
|
|
|
|
|
100 bp decrease |
|
|
134,299 |
|
|
|
0.4 |
|
|
|
|
|
|
|
200 bp decrease |
|
|
136,143 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
States, municipalities and political subdivisions |
|
|
506,345 |
|
|
200 bp increase |
|
|
447,610 |
|
|
|
(6.7 |
) |
|
|
|
|
|
|
100 bp increase |
|
|
476,768 |
|
|
|
(3.4 |
) |
|
|
|
|
|
|
100 bp decrease |
|
|
537,633 |
|
|
|
3.6 |
|
|
|
|
|
|
|
200 bp decrease |
|
|
571,614 |
|
|
|
7.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds and all other |
|
|
147,441 |
|
|
200 bp increase |
|
|
136,456 |
|
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 bp increase |
|
|
141,804 |
|
|
|
(0.6 |
) |
|
|
|
|
|
|
100 bp decrease |
|
|
153,399 |
|
|
|
0.7 |
|
|
|
|
|
|
|
200 bp decrease |
|
|
159,611 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income securities available-for-sale |
|
$ |
784,791 |
|
|
200 bp increase |
|
|
704,376 |
|
|
|
(9.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 bp increase |
|
|
744,642 |
|
|
|
(4.6 |
) |
|
|
|
|
|
|
100 bp decrease |
|
|
825,331 |
|
|
|
4.7 |
|
|
|
|
|
|
|
200 bp decrease |
|
|
867,368 |
|
|
|
9.5 |
|
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures which are designed to
ensure that information required to be disclosed by the Company in reports that it files or submits
to the Securities and Exchange Commission under the Securities and Exchange Act of 1934, including
this report, is recorded, processed, summarized and reported on a timely basis. These disclosure
controls and procedures include controls and procedures designed to ensure that information
required to be disclosed under the Exchange Act is accumulated and communicated to the Companys
management on a timely basis to allow decisions regarding required disclosure.
The Companys principal executive officer and its principal financial officer undertook an
evaluation of the Companys disclosure controls and procedures (as defined in Exchange Act Rules
13a 15(e) and 15d 15(e)) as of the end of the period covered by this report and concluded that
the Companys controls and procedures were effective.
There were no changes in the Companys internal control over financial reporting that occurred
during the Companys last fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS Information on the Companys legal proceedings is set forth in Note 7
of the Condensed Consolidated Financial Statements included under Part 1, Item 1.
ITEM 1A. RISK FACTORS Information on the Companys risk factors is set forth in Item 1A Risk
Factors in the Companys Annual Report on Form 10-K for the year-ended December 31, 2006.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES None.
31
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of CNA Surety Corporation held on April 24, 2007, the
Companys shareholders voted on the following proposals. The numbers of shares issued,
outstanding and eligible to vote as of the record date of March 1, 2007 were 43,964,363. Proxies
representing 43,003,152 shares or approximately 98% of the eligible voting shares were tabulated.
PROPOSAL I
Election of Directors.
|
|
|
|
|
|
|
|
|
|
|
Number Of Shares/Votes |
|
|
|
For |
|
|
Authority Withheld |
|
Philip H. Britt |
|
|
42,262,051 |
|
|
|
741,461 |
|
Anthony S. Cleberg |
|
|
42,455,076 |
|
|
|
548,436 |
|
David B. Edelson |
|
|
37,502,165 |
|
|
|
5,501,347 |
|
James R. Lewis |
|
|
37,696,030 |
|
|
|
5,307,482 |
|
D. Craig Mense |
|
|
37,421,507 |
|
|
|
5,582,005 |
|
Robert Tinstman |
|
|
42,262,311 |
|
|
|
741,201 |
|
John F. Welch |
|
|
37,729,906 |
|
|
|
5,273,606 |
|
PROPOSAL II
To ratify the Audit Committees appointment of the Companys independent registered public
accounting firm, Deloitte & Touche LLP, for fiscal year 2007.
|
|
|
|
|
For |
|
|
42,703,881 |
|
Against |
|
|
79,175 |
|
Abstain |
|
|
193,456 |
|
ITEM 5. OTHER INFORMATION Reports on Form 8-K:
January 3, 2007; CNA Surety Corporation CNA Surety Remembers Roy Posner Press Release issued
on January 3, 2007.
February 13, 2007; CNA Surety Corporation Earnings Press Release issued on February 13, 2007.
February 13, 2007; CNA Surety Corporation CNA Surety Names David Edelson To Board Of
Directors Press Release issued on February 13, 2007.
ITEM 6. EXHIBITS
|
|
|
|
|
|
|
Exhibit Number |
|
Certification of Chief Executive Officer pursuant
to 18 U.S.C. 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 |
|
|
31.1 |
|
Certification of Chief Financial Officer pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
|
31.2 |
|
Certification of Chief Executive Officer pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |
|
|
32.1 |
|
Certification of Chief Financial Officer pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |
|
|
32.2 |
|
|
|
|
* |
|
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed filed for the purpose
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. These Exhibits shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended. |
32
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
CNA SURETY CORPORATION (Registrant)
/s/ John F. Welch
John F. Welch
President and Chief Executive Officer
/s/ John F. Corcoran
John F. Corcoran
Senior Vice President and Chief Financial Officer
Date: April 30, 2007
33
EXHIBIT INDEX
|
|
|
31(1)
|
|
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Chief Executive Officer. |
|
|
|
31(2)
|
|
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Chief Financial Officer. |
|
|
|
32(1)
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 Chief Executive Officer. |
|
|
|
32(2)
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 Chief Financial Officer. |
34