UNITED STATES | |
SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
FORM | |
CURRENT REPORT | |
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 | |
Date of Report (Date of earliest event reported): August 7, 2019 | |
(Exact name of registrant as specified in its charter) |
(State of Incorporation) | (Commission File No.) | (IRS Employer I.D. No.) |
(Address of Principal Executive Office ) | (Zip code) |
Registrant’s telephone number, including area code: |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17CFR 240.13e-(c)) |
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
PROASSURANCE CORPORATION |
by: /s/ Jeffrey P. Lisenby |
----------------------------------------------------- |
Jeffrey P. Lisenby General Counsel |
NEWS RELEASE For More Information: Ken McEwen Investor Relations Manager 800-282-6242 • 205-439-7903 • KenMcEwen@ProAssurance.com |
CONSOLIDATED INCOME STATEMENT HIGHLIGHTS | |||||||||||||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||||
($ in thousands, except per share data) | 2019 | 2018 | % Change | 2019 | 2018 | % Change | |||||||||||||||
Revenues | |||||||||||||||||||||
Gross premiums written* | $ | 221,346 | $ | 242,900 | (8.9 | %) | $ | 501,172 | $ | 485,910 | 3.1 | % | |||||||||
Net premiums written | $ | 189,984 | $ | 207,769 | (8.6 | %) | $ | 435,725 | $ | 422,901 | 3.0 | % | |||||||||
Net premiums earned | $ | 209,149 | $ | 223,591 | (6.5 | %) | $ | 417,298 | $ | 410,750 | 1.6 | % | |||||||||
Net investment income | $ | 23,539 | $ | 22,384 | 5.2 | % | $ | 46,357 | $ | 44,411 | 4.4 | % | |||||||||
Equity in earnings (loss) of unconsolidated subsidiaries | $ | (5,152 | ) | $ | 5,380 | (195.8 | %) | $ | (5,962 | ) | $ | 7,019 | (184.9 | %) | |||||||
Net realized investment gains (losses) | $ | 9,308 | $ | 2,795 | 233.0 | % | $ | 45,931 | $ | (9,722 | ) | 572.4 | % | ||||||||
Other income (expense)* | $ | 2,777 | $ | 2,044 | 35.9 | % | $ | 4,872 | $ | 4,767 | 2.2 | % | |||||||||
Total revenues* | $ | 239,621 | $ | 256,194 | (6.5 | %) | $ | 508,496 | $ | 457,225 | 11.2 | % | |||||||||
Expenses | |||||||||||||||||||||
Net losses and loss adjustment expenses | $ | 168,440 | $ | 161,728 | 4.2 | % | $ | 328,195 | $ | 291,515 | 12.6 | % | |||||||||
Underwriting, policy acquisition and operating expenses* | $ | 62,708 | $ | 59,611 | 5.2 | % | $ | 124,100 | $ | 116,969 | 6.1 | % | |||||||||
Total expenses* | $ | 228,362 | $ | 228,082 | 0.1 | % | $ | 458,625 | $ | 420,679 | 9.0 | % | |||||||||
Income tax expense (benefit) | $ | (277 | ) | $ | (311 | ) | 10.9 | % | $ | 6,685 | $ | (3,733 | ) | 279.1 | % | ||||||
Net income (loss) | $ | 11,536 | $ | 28,423 | (59.4 | %) | $ | 43,186 | $ | 40,279 | 7.2 | % | |||||||||
Non-GAAP operating income | $ | 4,134 | $ | 25,953 | (84.1 | %) | $ | 8,298 | $ | 47,440 | (82.5 | %) | |||||||||
Weighted average number of common shares outstanding | |||||||||||||||||||||
Diluted | 53,828 | 53,741 | 0.2 | % | 53,818 | 53,716 | 0.2 | % | |||||||||||||
Earnings per share | |||||||||||||||||||||
Net income (loss) per diluted share | $ | 0.21 | $ | 0.53 | (60.4 | %) | $ | 0.80 | $ | 0.75 | 6.7 | % | |||||||||
Non-GAAP operating income per diluted share | $ | 0.08 | $ | 0.48 | (83.3 | %) | $ | 0.15 | $ | 0.88 | (83.0 | %) | |||||||||
* Consolidated totals include inter-segment eliminations. The eliminations affect individual line items only and have no effect on net income (loss). See Note 14 of the Notes to Condensed Consolidated Financial Statements in the June 30, 2019 Form 10-Q for amounts by line item. |
CONSOLIDATED KEY RATIOS | |||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Current accident year net loss ratio | 88.2 | % | 82.5 | % | 84.9 | % | 82.1 | % | |||
Effect of prior accident years’ reserve development | (7.7 | %) | (10.2 | %) | (6.3 | %) | (11.1 | %) | |||
Net loss ratio | 80.5 | % | 72.3 | % | 78.6 | % | 71.0 | % | |||
Expense ratio | 30.0 | % | 26.7 | % | 29.7 | % | 28.5 | % | |||
Combined ratio | 110.5 | % | 99.0 | % | 108.3 | % | 99.5 | % | |||
Operating ratio | 99.2 | % | 89.0 | % | 97.2 | % | 88.7 | % | |||
Return on equity* | 2.9 | % | 7.2 | % | 5.6 | % | 5.1 | % | |||
* Quarterly computations of ROE are annualized |
NEWS RELEASE CONTINUES |
• | Two one-time factors merit particular mention, as they have an effect on certain key metrics as well as quarter-over-quarter comparisons. Where appropriate, our commentary below excludes this effect. A more detailed analysis is provided in our filed Form 10-Q: |
◦ | In the quarter, one of our segregated portfolio cells (“SPC”) established a $10 million reserve related to an errors and omissions (“E&O”) liability policy. This policy provides coverage for losses up to a lifetime maximum of $10 million. ProAssurance has no participation nor ownership interest in this particular cell. The recording of the $10 million reserve increased net losses and loss adjustment expenses, and decreased SPC dividend expense correspondingly, resulting in no effect to our operating income. However, the recording of this reserve increased our net loss and combined ratios for the quarter, as the offsetting effect of the SPC dividend expense is not included in these ratio calculations. |
◦ | As discussed previously, in the second quarter of 2018, we entered into a loss portfolio transfer (“LPT”) transaction with a large healthcare organization. This transaction resulted in total net premiums written and fully earned of $26.6 million and total net losses and loss adjustment expenses of $25.4 million recognized within our Specialty P&C segment during the second quarter of 2018. |
• | Excluding the impact of the 2018 LPT as well as the effect of the renewal cycle of our twenty-four month term physician policies, consolidated gross premiums written and written premium in our Specialty P&C segment were essentially unchanged quarter-over-quarter. Gross premiums written in our Workers’ Compensation Insurance segment were $64.2 million, a decline of $6.7 million or 9.4% from last year’s second quarter. In our Segregated Portfolio Cell Reinsurance segment, gross premiums written were $16.9 million, a decrease of $2.2 million or 11.5% compared to 2018’s second quarter. These declines were largely offset by our Lloyd’s Syndicates segment, where gross premiums written were $29.2 million, an increase of $5.0 million or 20.8%, quarter-over-quarter. |
• | Excluding the effect of both factors described above, our consolidated current accident year net loss ratio for the current quarter was 83.5% as compared to 80.6% in the year-ago period, an increase of 2.9 percentage points which reflects our continued concern around potential loss trends in the broader HCPL industry. |
• | Our consolidated underwriting expense ratio was 30.0% for the second quarter of 2019. Excluding the effect of the 2018 LPT, our consolidated underwriting expense ratio remained relatively unchanged as compared to the second quarter of 2018. |
• | Excluding the effect of the E&O policy described above, our consolidated combined ratio for the quarter was 105.8%, a 6.8 percentage points increase quarter-over-quarter driven by the lower amount of net |
NEWS RELEASE CONTINUES |
• | Net favorable prior accident year reserve development in the second quarter of 2019 was $16.0 million, compared to $22.8 million in the prior year quarter. While we continue to observe an increase in claim severity in the broader healthcare professional liability industry, it is somewhat more favorable than the severity assumptions previously used to establish initial reserves, hence we continue to see net favorable development relating to prior accident years. |
• | Our consolidated net investment result was $18.4 million, a decline of $9.4 million compared to the year-ago quarter. The decline in our consolidated net investment result was primarily due to a $10.5 million quarter-over-quarter decline in earnings from our unconsolidated subsidiaries, driven by lower reported earnings from two limited partnership (“LP”) investments. The decrease was partially offset by an increase of approximately $1.2 million in net investment income, primarily attributable to higher yields in certain asset classes and an increase in our average investment in fixed maturity securities. |
• | Net realized investment gains were $9.3 million in the quarter, primarily reflecting sales of equity securities during the period. This compares to net realized investment gains of $2.8 million in the second quarter of 2018. |
• | We recorded a tax benefit of approximately $277,000 in the quarter, essentially unchanged quarter-over-quarter. |
• | Our coordinated sales & marketing programs produced $12.9 million of business year-to-date. |
RECONCILIATION OF NET INCOME TO NON-GAAP OPERATING INCOME | |||||||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||
(In thousands, except per share data) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Net income (loss) | $ | 11,536 | $ | 28,423 | $ | 43,186 | $ | 40,279 | |||||||
Items excluded in the calculation of Non-GAAP operating income: | |||||||||||||||
Net realized investment (gains) losses | (9,308 | ) | (2,795 | ) | (45,931 | ) | 9,722 | ||||||||
Net realized gains (losses) attributable to SPCs which no profit/loss is retained (1) | (79 | ) | (334 | ) | 1,663 | (744 | ) | ||||||||
Guaranty fund assessments (recoupments) | 18 | 3 | 106 | 87 | |||||||||||
Pre-tax effect of exclusions | (9,369 | ) | (3,126 | ) | (44,162 | ) | 9,065 | ||||||||
Tax effect, 21% (2) | 1,967 | 656 | 9,274 | (1,904 | ) | ||||||||||
After-tax effect of exclusions | (7,402 | ) | (2,470 | ) | (34,888 | ) | 7,161 | ||||||||
Non-GAAP operating income | $ | 4,134 | $ | 25,953 | $ | 8,298 | $ | 47,440 | |||||||
Per diluted common share: | |||||||||||||||
Net income (loss) | $ | 0.21 | $ | 0.53 | $ | 0.80 | $ | 0.75 | |||||||
Effect of exclusions | (0.13 | ) | (0.05 | ) | (0.65 | ) | 0.13 | ||||||||
Non-GAAP operating income per diluted common share | $ | 0.08 | $ | 0.48 | $ | 0.15 | $ | 0.88 | |||||||
(1) Net realized investment gains (losses) on investments related to SPCs are recognized in our Segregated Portfolio Cell Reinsurance segment and the portion of operating earnings, including the gain or loss, net of our participation, is due to the external cell participants through the SPC dividend expense (income). To be consistent with our exclusion of net realized investment gains (losses) recognized in earnings, we are excluding the portion of net realized investment gains (losses) that is included in the SPC dividend expense (income) which is due to the external cell participants. | |||||||||||||||
(2) The 21% rate is the annual expected statutory tax rate associated with the taxable or tax deductible items listed above. Excluding net realized investment (gains) losses, which are discrete items and are tax effected at the annual expected statutory tax rate in the period they are included in net income, our effective tax rate for the respective periods was applied to these items in calculating net income. See further discussion under the heading "Taxes" in the Executive Summary of Operations section of our June 30, 2019 Form 10-Q filed on August 7, 2019. |
NEWS RELEASE CONTINUES |
BALANCE SHEET HIGHLIGHTS | |||||||
(In thousands, except per share data) | June 30, 2019 | December 31, 2018 | |||||
Total investments | $ | 3,467,300 | $ | 3,349,382 | |||
Total assets | $ | 4,786,118 | $ | 4,600,726 | |||
Total liabilities | $ | 3,204,562 | $ | 3,077,724 | |||
Common shares (par value $0.01) | $ | 631 | $ | 630 | |||
Retained earnings | $ | 1,581,273 | $ | 1,571,847 | |||
Treasury shares | $ | (417,277 | ) | $ | (417,277 | ) | |
Shareholders’ equity | $ | 1,581,556 | $ | 1,523,002 | |||
Book value per share | $ | 29.42 | $ | 28.39 |
NEWS RELEASE CONTINUES |
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||||
($ in thousands) | 2019 | 2018 | % Change | 2019 | 2018 | % Change | |||||||||||||||
Gross premiums written | $ | 127,901 | $ | 147,978 | (13.6 | %) | $ | 294,333 | $ | 288,498 | 2.0 | % | |||||||||
Net premiums written | $ | 111,253 | $ | 131,833 | (15.6 | %) | $ | 251,909 | $ | 250,679 | 0.5 | % | |||||||||
Net premiums earned | $ | 126,011 | $ | 142,619 | (11.6 | %) | $ | 250,079 | $ | 257,567 | (2.9 | %) | |||||||||
Other income | 1,470 | 1,262 | 16.5 | % | 2,680 | 2,519 | 6.4 | % | |||||||||||||
Total revenues | 127,481 | 143,881 | (11.4 | %) | 252,759 | 260,086 | (2.8 | %) | |||||||||||||
Net losses and loss adjustment expenses | (106,017 | ) | (110,856 | ) | (4.4 | %) | (213,675 | ) | (194,380 | ) | 9.9 | % | |||||||||
Underwriting, policy acquisition and operating expenses | (29,863 | ) | (27,922 | ) | 7.0 | % | (59,480 | ) | (55,902 | ) | 6.4 | % | |||||||||
Total expenses | (135,880 | ) | (138,778 | ) | (2.1 | %) | (273,155 | ) | (250,282 | ) | 9.1 | % | |||||||||
Segment operating results | $ | (8,399 | ) | $ | 5,103 | (264.6 | %) | $ | (20,396 | ) | $ | 9,804 | (308.0 | %) |
SPECIALTY P&C SEGMENT KEY RATIOS | |||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Current accident year net loss ratio | 94.0 | % | 91.8 | % | 93.6 | % | 91.2 | % | |||
Effect of prior accident years’ reserve development | (9.9 | %) | (14.1 | %) | (8.2 | %) | (15.7 | %) | |||
Net loss ratio | 84.1 | % | 77.7 | % | 85.4 | % | 75.5 | % | |||
Underwriting expense ratio | 23.7 | % | 19.6 | % | 23.8 | % | 21.7 | % | |||
Combined ratio | 107.8 | % | 97.3 | % | 109.2 | % | 97.2 | % |
NEWS RELEASE CONTINUES |
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||||
($ in thousands) | 2019 | 2018 | % Change | 2019 | 2018 | % Change | |||||||||||||||
Gross premiums written | $ | 64,218 | $ | 70,885 | (9.4 | %) | $ | 153,572 | $ | 162,552 | (5.5 | %) | |||||||||
Net premiums written | $ | 45,031 | $ | 49,155 | (8.4 | %) | $ | 96,438 | $ | 104,637 | (7.8 | %) | |||||||||
Net premiums earned | $ | 46,574 | $ | 45,234 | 3.0 | % | $ | 92,512 | $ | 87,934 | 5.2 | % | |||||||||
Other income | 725 | 602 | 20.4 | % | 1,454 | 1,453 | 0.1 | % | |||||||||||||
Total revenues | 47,299 | 45,836 | 3.2 | % | 93,966 | 89,387 | 5.1 | % | |||||||||||||
Net losses and loss adjustment expenses | (30,625 | ) | (29,319 | ) | 4.5 | % | (61,068 | ) | (57,143 | ) | 6.9 | % | |||||||||
Underwriting, policy acquisition and operating expenses | (14,368 | ) | (13,107 | ) | 9.6 | % | (28,559 | ) | (26,137 | ) | 9.3 | % | |||||||||
Total expenses | (44,993 | ) | (42,426 | ) | 6.1 | % | (89,627 | ) | (83,280 | ) | 7.6 | % | |||||||||
Segment operating results | $ | 2,306 | $ | 3,410 | (32.4 | %) | $ | 4,339 | $ | 6,107 | (29.0 | %) |
WORKERS’ COMPENSATION INSURANCE SEGMENT KEY RATIOS | |||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Current accident year net loss ratio | 68.2 | % | 67.0 | % | 68.2 | % | 66.5 | % | |||
Effect of prior accident years’ reserve development | (2.4 | %) | (2.2 | %) | (2.2 | %) | (1.5 | %) | |||
Net loss ratio | 65.8 | % | 64.8 | % | 66.0 | % | 65.0 | % | |||
Underwriting expense ratio | 30.8 | % | 29.0 | % | 30.9 | % | 29.7 | % | |||
Combined ratio | 96.6 | % | 93.8 | % | 96.9 | % | 94.7 | % |
NEWS RELEASE CONTINUES |
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||||
($ in thousands) | 2019 | 2018 | % Change | 2019 | 2018 | % Change | |||||||||||||||
Gross premiums written | $ | 16,910 | $ | 19,116 | (11.5 | %) | $ | 53,274 | $ | 51,456 | 3.5 | % | |||||||||
Net premiums written | $ | 14,937 | $ | 16,915 | (11.7 | %) | $ | 47,618 | $ | 45,877 | 3.8 | % | |||||||||
Net premiums earned | $ | 19,284 | $ | 18,248 | 5.7 | % | $ | 38,787 | $ | 35,284 | 9.9 | % | |||||||||
Net investment income | 368 | 373 | (1.3 | %) | 815 | 729 | 11.8 | % | |||||||||||||
Net realized gains (losses) | (94 | ) | (457 | ) | 79.4 | % | 2,047 | (930 | ) | 320.1 | % | ||||||||||
Other income | 135 | 60 | 125.0 | % | 221 | 90 | 145.6 | % | |||||||||||||
Net losses and loss adjustment expenses | (19,973 | ) | (9,048 | ) | 120.7 | % | (30,719 | ) | (19,001 | ) | 61.7 | % | |||||||||
Underwriting, policy acquisition and operating expenses | (5,905 | ) | (5,440 | ) | 8.5 | % | (11,138 | ) | (10,554 | ) | 5.5 | % | |||||||||
SPC net operating results | (6,185 | ) | 3,736 | (265.6 | %) | 13 | 5,618 | (99.8 | %) | ||||||||||||
Segregated portfolio cell dividend (expense) income (1) | 7,033 | (2,785 | ) | (352.5 | %) | 2,246 | (4,532 | ) | (149.6 | %) | |||||||||||
Segment operating results (2) | $ | 848 | $ | 951 | (10.8 | %) | $ | 2,259 | $ | 1,086 | 108.0 | % | |||||||||
(1) Represents the operating (profit) loss due to external cell participants. | |||||||||||||||||||||
(2) Represents our share of the operating profit (loss) of the SPCs in which we participate. |
SEGREGATED PORTFOLIO CELL REINSURANCE SEGMENT KEY RATIOS | |||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Current accident year net loss ratio | 115.2 | % | 66.1 | % | 90.8 | % | 66.7 | % | |||
Effect of prior accident years’ reserve development | (11.6 | %) | (16.5 | %) | (11.6 | %) | (12.8 | %) | |||
Net loss ratio | 103.6 | % | 49.6 | % | 79.2 | % | 53.9 | % | |||
Underwriting expense ratio | 30.6 | % | 29.8 | % | 28.7 | % | 29.9 | % | |||
Combined ratio | 134.2 | % | 79.4 | % | 107.9 | % | 83.8 | % |
NEWS RELEASE CONTINUES |
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||||
($ in thousands) | 2019 | 2018 | % Change | 2019 | 2018 | % Change | |||||||||||||||
Gross premiums written | $ | 29,233 | $ | 24,201 | 20.8 | % | $ | 52,821 | $ | 36,561 | 44.5 | % | |||||||||
Net premiums written | $ | 18,763 | $ | 9,866 | 90.2 | % | $ | 39,760 | $ | 21,708 | 83.2 | % | |||||||||
Net premiums earned | $ | 17,280 | $ | 17,490 | (1.2 | %) | $ | 35,920 | $ | 29,965 | 19.9 | % | |||||||||
Net investment income | 1,199 | 836 | 43.4 | % | 2,205 | 1,587 | 38.9 | % | |||||||||||||
Other gains (losses) | 294 | (688 | ) | 142.7 | % | 326 | (411 | ) | 179.3 | % | |||||||||||
Total revenues | $ | 18,773 | $ | 17,638 | 6.4 | % | $ | 38,451 | $ | 31,141 | 23.5 | % | |||||||||
Net losses and loss adjustment expenses | (11,825 | ) | (12,505 | ) | (5.4 | %) | (22,733 | ) | (20,991 | ) | 8.3 | % | |||||||||
Underwriting, policy acquisition and operating expenses | (7,564 | ) | (8,060 | ) | (6.2 | %) | (16,033 | ) | (15,306 | ) | 4.7 | % | |||||||||
Total expenses | (19,389 | ) | (20,565 | ) | (5.7 | %) | (38,766 | ) | (36,297 | ) | 6.8 | % | |||||||||
Total income tax (expense) benefit | 304 | — | nm | — | (6 | ) | nm | ||||||||||||||
Segment operating results | $ | (312 | ) | $ | (2,927 | ) | 89.3 | % | $ | (315 | ) | $ | (5,162 | ) | 93.9 | % |
LLOYD’S SYNDICATES SEGMENT KEY RATIOS | |||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Current accident year net loss ratio | 69.7 | % | 64.2 | % | 61.8 | % | 66.9 | % | |||
Effect of prior accident years’ reserve development | (1.3 | %) | 7.3 | % | 1.5 | % | 3.2 | % | |||
Net loss ratio | 68.4 | % | 71.5 | % | 63.3 | % | 70.1 | % | |||
Underwriting expense ratio | 43.8 | % | 46.1 | % | 44.6 | % | 51.1 | % |
NEWS RELEASE CONTINUES |
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||||||||
($ in thousands) | 2019 | 2018 | % Change | 2019 | 2018 | % Change | |||||||||||||||
Net investment income | $ | 21,972 | $ | 21,175 | 3.8 | % | $ | 43,337 | $ | 42,095 | 3.0 | % | |||||||||
Equity in earnings (loss) of unconsolidated subsidiaries | $ | (5,152 | ) | $ | 5,380 | (195.8 | %) | $ | (5,962 | ) | $ | 7,019 | (184.9 | %) | |||||||
Net realized investment gains (losses) | $ | 9,140 | $ | 3,504 | 160.8 | % | $ | 43,444 | $ | (8,486 | ) | 611.9 | % | ||||||||
Total revenues | $ | 26,793 | $ | 31,154 | (14.0 | %) | $ | 82,557 | $ | 42,665 | 93.5 | % | |||||||||
Operating expenses | $ | 5,426 | $ | 5,621 | (3.5 | %) | $ | 9,997 | $ | 10,297 | (2.9 | %) | |||||||||
Interest expense | $ | 4,247 | $ | 3,958 | 7.3 | % | $ | 8,576 | $ | 7,663 | 11.9 | % | |||||||||
Income tax expense (benefit) | $ | 27 | $ | (311 | ) | 108.7 | % | $ | 6,685 | $ | (3,739 | ) | 278.8 | % | |||||||
Segment operating results | $ | 17,093 | $ | 21,886 | (21.9 | %) | $ | 57,299 | $ | 28,444 | 101.4 | % |
NEWS RELEASE CONTINUES |
| changes in general economic conditions, including the impact of inflation or deflation and unemployment; |
| our ability to maintain our dividend payments; |
| regulatory, legislative and judicial actions or decisions that could affect our business plans or operations, including the impact of Brexit; |
| the enactment or repeal of tort reforms; |
| formation or dissolution of state-sponsored insurance entities providing coverages now offered by ProAssurance which could remove or add sizable numbers of insureds from or to the private insurance market; |
| changes in the interest and tax rate environment; |
| resolution of uncertain tax matters and changes in tax laws, including the impact of the TCJA; |
| changes in laws or government regulations regarding financial markets or market activity that may affect our business; |
| changes in the ability of the U.S. government to meet its obligations that may affect the U.S. economy and our business; |
| performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments; |
| changes in requirements or accounting policies and practices that may be adopted by our regulatory agencies, the FASB, the SEC, the PCAOB or the NYSE that may affect our business; |
| changes in laws or government regulations affecting the financial services industry, the property and casualty insurance industry or particular insurance lines underwritten by our subsidiaries; |
| the effect on our insureds, particularly the insurance needs of our insureds, and our loss costs, of changes in the healthcare delivery system and/or changes in the U.S. political climate that may affect healthcare policy or our business; |
| consolidation of our insureds into or under larger entities which may be insured by competitors, or may not have a risk profile that meets our underwriting criteria or which may not use external providers for insuring or otherwise managing substantial portions of their liability risk; |
| uncertainties inherent in the estimate of our loss and loss adjustment expense reserve and reinsurance recoverable; |
| changes in the availability, cost, quality or collectability of insurance/reinsurance; |
| the results of litigation, including pre- or post-trial motions, trials and/or appeals we undertake; |
| effects on our claims costs from mass tort litigation that are different from that anticipated by us; |
| allegations of bad faith which may arise from our handling of any particular claim, including failure to settle; |
| loss or consolidation of independent agents, agencies, brokers or brokerage firms; |
NEWS RELEASE CONTINUES |
| changes in our organization, compensation and benefit plans; |
| changes in the business or competitive environment may limit the effectiveness of our business strategy and impact our revenues; |
| our ability to retain and recruit senior management; |
| the availability, integrity and security of our technology infrastructure or that of our third-party providers of technology infrastructure, including any susceptibility to cyber-attacks which might result in a loss of information or operating capability; |
| the impact of a catastrophic event, as it relates to both our operations and our insured risks; |
| the impact of acts of terrorism and acts of war; |
| the effects of terrorism-related insurance legislation and laws; |
| guaranty funds and other state assessments; |
| our ability to achieve continued growth through expansion into new markets or through acquisitions or business combinations; |
| changes to the ratings assigned by rating agencies to our insurance subsidiaries, individually or as a group; |
| provisions in our charter documents, Delaware law and state insurance laws may impede attempts to replace or remove management or may impede a takeover; |
| state insurance restrictions may prohibit assets held by our insurance subsidiaries, including cash and investment securities, from being used for general corporate purposes; |
| taxing authorities can take exception to our tax positions and cause us to incur significant amounts of legal and accounting costs and, if our defense is not successful, additional tax costs, including interest and penalties; and |
| expected benefits from completed and proposed acquisitions may not be achieved or may be delayed longer than expected due to business disruption; loss of customers, employees or key agents; increased operating costs or inability to achieve cost savings; and assumption of greater than expected liabilities, among other reasons. |
Additional risks, assumptions and uncertainties that could arise from our membership in the Lloyd's market and our participation in Lloyd's Syndicates include, but are not limited to, the following: | |
| members of Lloyd's are subject to levies by the Council of Lloyd's based on a percentage of the member's underwriting capacity, currently a maximum of 3%, but can be increased by Lloyd's; |
| Syndicate operating results can be affected by decisions made by the Council of Lloyd's which the management of Syndicate 1729 and Syndicate 6131 have little ability to control, such as a decision to not approve the business plan of Syndicate 1729 or Syndicate 6131, or a decision to increase the capital required to continue operations, and by our obligation to pay levies to Lloyd's; |
| Lloyd's insurance and reinsurance relationships and distribution channels could be disrupted or Lloyd's trading licenses could be revoked, making it more difficult for a Lloyd's Syndicate to distribute and market its products; |
| rating agencies could downgrade their ratings of Lloyd's as a whole; and |
| Syndicate 1729 and Syndicate 6131 operations are dependent on a small, specialized management team and the loss of their services could adversely affect the Syndicate’s business. The inability to identify, hire and retain other highly qualified personnel in the future could adversely affect the quality and profitability of Syndicate 1729’s or Syndicate 6131's business. |
NEWS RELEASE CONTINUES |
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