-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WE4g1hHzWxcgepHdn57EH+6QMj5qZyIEIlaSyr02hsv2T1csY3YTFMbCVBynXUsT xwt+fFFt8YYZP5B0f9my+A== 0000950159-05-000751.txt : 20050624 0000950159-05-000751.hdr.sgml : 20050624 20050624143335 ACCESSION NUMBER: 0000950159-05-000751 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050624 DATE AS OF CHANGE: 20050624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMA CAPITAL CORP CENTRAL INDEX KEY: 0001041665 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 232217932 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31706 FILM NUMBER: 05914822 BUSINESS ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 BUSINESS PHONE: 2156655046 MAIL ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA MANUFACTURERS CORP DATE OF NAME CHANGE: 19970702 11-K 1 pma11k.htm PMA 2004 11K pma 2004 11k

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 11-K

(MARK ONE)
/X/
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

OR

/  /
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________
  

Commission File Number 000-22761

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

PMA Capital Corporation 401(k) Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

PMA Capital Corporation
380 Sentry Parkway
Blue Bell, PA 19422-2357

REQUIRED INFORMATION

Financial statements and schedules for PMA Capital Corporation’s 401(k) Plan, prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, are contained in this Annual Report on Form 11-K.




 
PMA CAPITAL CORPORATION 401(k) PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

TABLE OF CONTENTS
 
 
 
Pages
   
Report of Independent Registered Public Accounting Firm
1
   
Financial Statements:
 
Statements of Net Assets Available for Benefits, December 31, 2004 and 2003
2
   
Statements of Changes in Net Assets Available for Benefits,
 
Years ended December 31, 2004 and 2003
3
   
Notes to Financial Statements
4-9
   
Supplemental Schedule:
 
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2004
10
   
   






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrator of the
PMA Capital Corporation 401(k) Plan:
 
We have audited the accompanying statements of net assets available for benefits of the PMA Capital Corporation 401(k) Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets (held at end of year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This schedule is the responsibility of the Plan’s management.  Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ Deloitte & Touche LLP
Philadelphia, PA
June 23, 2005


1


PMA CAPITAL CORPORATION 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS



   
December 31,
 
   
2004
 
2003
 
           
Investments, at fair value
 
$
97,046,310
 
$
88,295,527
 
               
Participant loans receivable
   
2,047,603
   
1,994,327
 
               
Employer’s contribution receivable
   
81,161
   
146,627
 
               
Participants’ contributions receivable
   
246,106
   
280,908
 
               
Net assets available for benefits
 
$
99,421,180
 
$
90,717,389
 

 

See accompanying notes to financial statements.

 
2

 
PMA CAPITAL CORPORATION 401(k) PLAN
 
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS


   
Years ended December 31,
 
   
2004
 
2003
 
Additions:
         
Investment Income:
         
 Net appreciation
         
 in fair value of investments
 
$
8,171,301
 
$
11,736,608
 
 Interest and dividends
   
2,164,991
   
2,052,000
 
     
10,336,292
   
13,788,608
 
               
Contributions:
             
 Participants
   
5,150,811
   
5,554,770
 
 Participant rollovers
   
239,102
   
1,120,410
 
 Employer
   
2,560,247
   
3,201,230
 
               
 Total additions
   
18,286,452
   
23,665,018
 
               
               
Deductions:
             
Participant withdrawals
   
9,577,386
   
4,948,670
 
Administrative expenses and other
   
5,275
   
5,215
 
               
 Total deductions
   
9,582,661
   
4,953,885
 
               
 Net increase
   
8,703,791
   
18,711,133
 
               
Net assets available for benefits:
             
Beginning of year
   
90,717,389
   
72,006,256
 
               
End of year
 
$
99,421,180
 
$
90,717,389
 

See accompanying notes to financial statements.
 
 
3

 
PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS



1. Description of Plan


The following brief description of the PMA Capital Corporation 401(k) Plan (the “Plan”) is provided for general informational purposes only. Participants should refer to the Plan document for more complete information.

A. General

The Plan is a defined contribution plan and is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (“IRC”), allowing contributions to be made by participants on a pre-tax basis under Section 401(k) of the IRC. The Plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) rules and regulations.

B. Eligibility and Participation

Presently, all active regular full and part time employees of PMA Capital Corporation and its affiliates (the “Company”) are eligible to participate in the Plan upon commencement of their employment.

C. Contributions

Participants and the Company make contributions to the Plan subject to IRC limits. Participants may authorize the Company to withhold up to a maximum of 50% of their compensation each year for employee pre-tax contributions to the Plan. In addition, participants may elect to have the Company withhold up to 10% of their compensation as a voluntary after-tax contribution. The Company, in turn, will make employer matching contributions on behalf of participants equal to $1.00 for each $1.00 of employee pre-tax or after-tax contributions, up to a maximum of 5% of each participant’s compensation. Contributions are subject to certain limitations.

D. Investment Options

At December 31, 2004, contributions were invested, at the election of the participants, in eleven funds (the “Vanguard Funds”) which are managed by The Vanguard Group, an unrelated entity.





4


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS


E. Vesting

When a participant attains age 65, becomes disabled as defined by the Company’s long-term disability plan, or dies, the full value of the employer’s matching contributions, allocated to the account, plus actual earnings thereon, become vested to the participant (or to the participant’s beneficiary in the event of death) and are nonforfeitable. Prior to the occurrence of such an event, the value of the employer’s matching contributions will vest to a participant based on their years of service, as indicated in the following table:

Less than 1 year
0%
1 year
10%
2 years
40%
3 years
60%
4 years
80%
5 years
100%

An employee’s contributions, plus actual earnings thereon, are always 100% vested and nonforfeitable.

Plan participants who cease to be employees are entitled to withdraw participant contributions, including allocated net realized and unrealized gains and losses. In addition, such former employees are entitled to their vested value of allocated Company contributions and earnings thereon, based on years of service.

Each participant’s account is credited with the participant’s contribution and allocations of the Company’s contribution and Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
F. Allocation of Investment Income and Realized Gains and Losses

Invested assets of the Plan are valued at the end of each business day, by adjusting the account of each participant to reflect any appreciation or depreciation in the fair market value or income or losses of the funds. Participant accounts are adjusted in proportion to the balance in each participant’s account as compared to the total account balances of all participants’ accounts. The allocation is also affected by the timing of transfers and loan repayments and distributions.


5


 
PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS
 

G. Withdrawals and Distributions

Withdrawals and distributions of vested account balances are generally made upon retirement, termination, death or disability. A participant’s vested account balance will be distributed in the form of a single lump sum cash payment. However, participants may elect to leave the money in the plan subject to Internal Revenue Service (“IRS”) minimum distribution rules. To the extent amounts are invested in the PMA Capital Corporation Stock Fund (“Company Stock Fund”), a participant may elect to receive such amounts in the Company’s Class A Common Stock or cash.

Plan participants may elect to borrow up to the lesser of 50% of their available vested balance or $50,000 minus their highest outstanding loan balance during the prior twelve month period under the Plan. Participants may apply for multiple loans each plan year, however, no more than two loans may be outstanding at any one time. These interest-bearing loans are secured by the participant’s account balance and are repaid through payroll deductions. The interest rate for all loans is the prime rate in effect on the first business day of the month of the loan application. The maximum loan amounts, repayment terms, and other restrictions are determined in accordance with the IRC.

H. Disposition of Forfeiture

Forfeitures of Company contributions, resulting from the termination of participants with less than fully vested rights under the Plan, are applied to reduce future employer matching contributions. For the years ended December 31, 2004 and 2003, $405,000 and $240,000, respectively, were used to offset employer matching contributions. The amount of forfeited nonvested accounts available to reduce future employer contributions totaled $41,350 and $50,867 at December 31, 2004 and 2003, respectively.


2. Summary of Significant Accounting Policies

A. Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.
 
B. Investment Valuation and Income Recognition

Investments in the Vanguard Funds are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. Units of the Retirement Savings Trust are valued at net asset value at year-end. The Company Stock Fund is valued at its year-end unit closing price (comprised of year-end market price plus uninvested cash position). Participant loans are valued at cost which approximates fair value.

6


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS
 

Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income.

Net appreciation and depreciation in fair value of investments, as presented in the statement of changes in net assets available for benefits, consists of the realized gains and losses and the net unrealized appreciation and depreciation on those investments.

C. Participant Withdrawals

Participant withdrawals are recorded when paid.

D. Participant Loans Receivable

Participant loans receivable are recorded at the original loan amount, plus accrued interest, less subsequent principal and interest repayments.

E. Administrative Expenses

The Company pays certain administrative expenses incurred by the Plan.

F. Risk and Uncertainties

The Plan provides various investment options in funds that invest in stocks, bonds, fixed income instruments and other mutual funds. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of the investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.
 
 
3.  Investments

During 2004 and 2003, the Plan’s investments, (including gains and losses on investments bought and sold as well as investments held during the year) appreciated (depreciated) in value as follows:


   
2004
 
2003
 
Vanguard Mutual Funds
 
$
6,887,073
 
$
12,768,334
 
PMA Capital Corporation Stock Fund
   
1,284,228
   
(1,031,726
)
Total
 
$
8,171,301
 
$
11,736,608
 


7


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS


Investments at December 31 are as follows:
 

   
2004
 
   
UNITS/
 
FAIR
 
   
SHARES
 
VALUE
 
           
Vanguard Retirement Savings Trust
   
20,061,810
 
$
20,061,810
 *
Vanguard 500 Index Fund
   
163,653
   
18,270,205
 * 
Vanguard Morgan Growth Fund
   
898,120
   
14,657,318
 *
Vanguard STAR Fund
   
770,975
   
14,448,066
 *
Vanguard Windsor II Fund
   
415,807
   
12,777,744
 *
Vanguard Total Bond Market Index Fund
   
499,648
   
5,131,383
 *
Vanguard International Growth Fund
   
191,694
   
3,615,350
 
Vanguard Explorer Fund
   
40,435
   
3,015,204
 
Vanguard Extended Market Index Fund
   
72,135
   
2,262,165
 
Vanguard Total International Stock Index Fund
   
50,670
   
638,438
 
PMA Capital Corporation Stock Fund
   
209,529
   
2,168,627
 
               
Total
       
$
97,046,310
 
               
               
     
2003
 
 
   
UNITS/ 
   
FAIR
 
 
   
SHARES 
   
VALUE
 
               
Vanguard Retirement Savings Trust
   
20,739,289
 
$
20,739,290
 *
Vanguard 500 Index Fund
   
168,400
   
17,289,577
 *
Vanguard Morgan Growth Fund
   
920,551
   
13,688,589
 *
Vanguard STAR Fund
   
730,773
   
12,569,288
 *
Vanguard Windsor II Fund
   
398,577
   
10,558,299
 *
Vanguard Total Bond Market Index Fund
   
531,802
   
5,482,877
 *
Vanguard International Growth Fund
   
183,188
   
2,954,818
 
Vanguard Explorer Fund
   
34,926
   
2,291,812
 
Vanguard Extended Market Index Fund
   
54,150
   
1,443,633
 
Vanguard Total International Stock Index Fund
   
24,014
   
255,507
 
PMA Capital Corporation Stock Fund
   
199,578
   
1,021,837
 
               
Total
       
$
88,295,527
 

*Indicates that investment is in excess of 5% of net assets available for the plan benefits as of December 31, 2004 and 2003, as applicable.

8


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 
4. Related Party Transactions

The Plan invests in shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust Company (“VFTC”). VFTC acts as trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions which are exempt from the prohibited transactions rules.

5. Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions.

6. Tax Status

The IRS has determined and informed the Company by a letter dated April 10, 2002 that the Plan is qualified as to form under the appropriate sections of the IRC. Accordingly, the trust established under the Plan is tax-exempt.



9


PMA CAPITAL CORPORATION 401(k) PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2004
 


       
Description of Investment
 
Current Value
 
       
Tax-Exempt Collective Trust
     
 Vanguard Retirement Savings Trust*
 
$
20,061,810
 
         
Registered Investment Companies
       
 Vanguard 500 Index Fund*
   
18,270,205
 
         
 Vanguard Morgan Growth Fund*
   
14,657,318
 
         
 Vanguard STAR Fund*
   
14,448,066
 
         
 Vanguard Windsor II Fund*
   
12,777,744
 
         
 Vanguard Total Bond Market Index Fund*
   
5,131,383
 
         
 Vanguard International Growth Fund*
   
3,615,350
 
         
 Vanguard Explorer Fund*
   
3,015,204
 
         
 Vanguard Extended Market Index Fund*
   
2,262,165
 
         
 Vanguard Total International Stock Index Fund*
   
638,438
 
         
Company Stock Fund
       
 PMA Capital Corporation Stock Fund*
   
2,168,627
 
         
Participant Loans
       
 (interest rates range from 4.0% to 10.9%)*
   
2,047,603
 
 Total Investments
 
$
99,093,913
 

*Indicates a party-in-interest.


10

 

Exhibits

Exhibits are listed in the Index to Exhibits appearing on page E-1.

Signatures

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
PMA Capital Corporation 401(k) Plan
   
   
Date: June 24, 2005
By: /s/ John M. Cochrane 
 
John M. Cochrane
 
Plan Administrator


11

 
Exhibit Index

Number
Description
Method of
Filing
 
 
 
23
Consent of Independent Registered Accounting Firm
 Filed herewith
     
 
E-1
 
 



EX-23 2 ex23.htm EXHIBIT 23 Exhibit 23

Exhibit 23


[DELOITTE LOGO]

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement No. 333-68855 of PMA Capital Corporation on Form S-8 of our report dated June 23, 2005, appearing in this Annual Report on Form 11-K of the PMA Capital Corporation 401(k) Plan for the year ended December 31, 2004.

/s/ Deloitte & Touche LLP
 
Philadelphia, PA
June 23, 2005


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