-----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, QdeKRFfyiwtbSdKtu6TDSjMKV9dD59Kj4PTj8bzf++R/CTdjWecHbXgY8w6bYUpK tenRHRVer05tc+pKtjylyw== 0001362310-07-001591.txt : 20070806 0001362310-07-001591.hdr.sgml : 20070806 20070806130118 ACCESSION NUMBER: 0001362310-07-001591 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Specialty Underwriters Alliance, Inc. CENTRAL INDEX KEY: 0001297568 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 200432760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50891 FILM NUMBER: 071027240 BUSINESS ADDRESS: STREET 1: 222 S. RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 277-1600 MAIL ADDRESS: STREET 1: 222 S. RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 10-Q 1 c70900e10vq.htm FORM 10-Q Filed by Bowne Pure Compliance
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 2007
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934
For the Transition Period from                      to                     
Commission file number 000-50891
SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
(Exact name of registrant as specified in the charter)
     
Delaware
(State or other jurisdiction of incorporation or
organization)
  20-0432760
(I.R.S. Employer Identification
Number)
     
222 South Riverside Plaza
Chicago, Illinois

(Address of principal executive office)
 
60606

(Zip Code)
(888) 782-4672
(Registrant’s telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):
 
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act). Yes o No þ
As of August 6, 2007, there were 14,697,355 shares of common stock, $0.01 par value, outstanding and 734,439 shares of non-voting Class B common stock, $0.01 par value, outstanding.
 
 

 

 


 

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
INDEX
         
    Page No.  
 
       
    3  
 
       
    3  
 
       
    10  
 
       
    16  
 
       
    17  
 
       
    18  
 
       
    18  
 
       
    18  
 
       
    18  
 
       
    18  
 
       
    18  
 
       
    19  
 
       
    19  
 
       
    20  
 
       
 Exhibit 10.1
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1
 Exhibit 32.2

 

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PART I — FINANCIAL INFORMATION
Item 1: Financial Statements
Specialty Underwriters’ Alliance, Inc.
Consolidated Balance Sheets
(dollars in thousands)
                 
    As of  
    June 30,     December 31,  
    2007     2006  
    (unaudited)        
Assets
               
Fixed maturity investments, at fair value (amortized cost: $166,368 and $145,581)
  $ 163,522     $ 144,520  
Short-term investments, at amortized cost (which approximates fair value)
    30,546       19,538  
 
           
Total investments
    194,068       164,058  
Cash
    558       2,375  
Insurance premiums receivable
    75,701       68,310  
Reinsurance recoverable on unpaid loss and loss adjustment expenses
    77,855       80,976  
Prepaid reinsurance premiums
    685       3,577  
Investment income accrued
    1,734       1,566  
Equipment and capitalized software at cost (less accumulated depreciation of $6,063 and $3,915)
    11,293       8,643  
Intangible assets
    10,745       10,745  
Deferred acquisition costs
    19,229       19,876  
Other assets
    2,498       3,171  
 
           
Total assets
  $ 394,366     $ 363,297  
 
           
Liabilities
               
Loss and loss adjustment expense reserves
  $ 160,575     $ 141,200  
Unearned insurance premiums
    95,019       89,804  
Insured deposit funds
    10,684       10,366  
Accounts payable and other liabilities
    8,864       7,945  
 
           
Total liabilities
    275,142       249,315  
 
           
Stockholders’ equity
               
Common stock at $.01 par value per share -
authorized 30,000,000 shares; issued and outstanding 14,697,355 and 14,682,355 shares
    147       147  
Class B common stock at $.01 par value per share -
authorized 2,000,000 shares; issued and outstanding 720,032 and 679,152 shares
    7       7  
Paid-in capital — common stock
    129,042       128,372  
Paid-in capital — class B common stock
    5,163       4,838  
Accumulated deficit
    (12,289 )     (18,321 )
Accumulated other comprehensive loss
    (2,846 )     (1,061 )
 
           
Total stockholders’ equity
    119,224       113,982  
 
           
Total liabilities and stockholders’ equity
  $ 394,366     $ 363,297  
 
           
The accompanying notes are an integral part of these financial statements.

 

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Specialty Underwriters’ Alliance, Inc.
Consolidated Statements of Operations and Comprehensive Income
(dollars in thousands)
(unaudited)
                                 
    Three Months     Six Months  
    Ended     Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
Revenues
                               
Earned insurance premiums
  $ 37,194     $ 25,230     $ 72,556     $ 48,486  
Net investment income
    2,338       1,432       4,418       2,576  
Net realized gains (losses)
    24       (3 )     27       (2 )
 
                       
Total revenue
    39,556       26,659       77,001       51,060  
 
                       
 
                               
Expenses
                               
Loss and loss adjustment expenses
    21,894       14,475       42,030       28,472  
Acquisition expenses
    9,103       5,188       17,731       10,731  
Other operating expenses
    5,487       4,767       11,084       9,766  
 
                       
Total expenses
    36,484       24,430       70,845       48,969  
 
                       
 
                               
Pretax income
    3,072       2,229       6,156       2,091  
Federal income tax expense
    (62 )     (62 )     (124 )     (124 )
 
                       
Net income
    3,010       2,167       6,032       1,967  
Net change in unrealized gains and losses for investments held, after tax
    (2,418 )     (798 )     (1,785 )     (1,636 )
 
                       
Comprehensive income
  $ 592     $ 1,369     $ 4,247     $ 331  
 
                       
 
                               
Earnings per share available to common stockholders (in dollars)
                               
Basic
  $ 0.20     $ 0.14     $ 0.39     $ 0.13  
Diluted
  $ 0.20     $ 0.14     $ 0.39     $ 0.13  
 
                               
Weighted Average Shares Outstanding
                               
Basic
    15,406       15,176       15,390       15,096  
Diluted
    15,406       15,176       15,390       15,096  
The accompanying notes are an integral part of these financial statements.

 

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Specialty Underwriters’ Alliance, Inc.
Consolidated Statement of Stockholders’ Equity
(dollars in thousands)
(unaudited)
                                                         
                                            Accumulated        
    Common     Paid-in     Common     Paid-in     Retained     Other     Total  
    Stock     Capital     Stock     Capital     Earnings     Comprehensive     Stockholders'  
    Class A     Class A     Class B     Class B     (Deficit)     Income (Loss)     Equity  
 
                                                       
Balance at December 31, 2006
  $ 147     $ 128,372     $ 7     $ 4,838     $ (18,321 )   $ (1,061 )   $ 113,982  
 
                                                       
Net income
                                    6,032               6,032  
 
                                                       
Net change in unrealized investment losses, net of tax
                                            (1,785 )     (1,785 )
 
                                                       
Stock issuance
            123               325                       448  
 
                                                       
Stock based compensation
            547                                       547  
 
                                                       
 
                                         
Balance at June 30, 2007
  $ 147     $ 129,042     $ 7     $ 5,163     $ (12,289 )   $ (2,846 )   $ 119,224  
 
                                         
The accompanying notes are an integral part of these financial statements.

 

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Specialty Underwriters’ Alliance, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
                 
    Six Months  
    Ended  
    June 30,  
    2007     2006  
    (unaudited)  
Cash flows from operations
               
Net income
  $ 6,032     $ 1,967  
 
           
Charges (credits) to reconcile net income to cash flows from operations:
               
Change in deferred income tax
    124       124  
Net realized (gains) losses
    (27 )     2  
Amortization of bond premium (discount)
    (23 )     214  
Depreciation
    2,148       1,051  
Net change in:
               
Reinsurance recoverable on unpaid loss and loss adjustment expense reserves
    3,121       3,867  
Loss and loss adjustment expense reserves
    19,375       19,078  
Insurance premiums receivable
    (7,391 )     (10,890 )
Unearned insurance premiums
    5,215       13,796  
Deferred acquisition costs
    647       (3,977 )
Prepaid reinsurance premiums
    2,892       2,433  
Insured deposit funds
    318       4,775  
Other, net
    1,970       497  
 
           
Total adjustments
    28,369       30,970  
 
           
Net cash flows provided by operations
    34,401       32,937  
 
           
 
               
Cash flows from investing activities
               
Net increase in short-term investments
    (11,008 )     (1,252 )
Redemptions, calls and maturities of fixed maturity investments
    9,803       3,876  
Purchases of fixed maturity investments
    (30,540 )     (33,350 )
Purchase of equipment and capitalized software
    (4,798 )     (2,410 )
 
           
Net cash flows used for investing activities
    (36,543 )     (33,136 )
 
           
 
               
Cash flows from financing activities
               
Issuance of common stock
    325       2,181  
 
           
Net cash provided by (used for) financing activities
    325       2,181  
 
           
 
               
Net (decrease) increase in cash during the period
    (1,817 )     1,982  
Cash at beginning of the period
    2,375       5,329  
 
           
Cash at the end of the period
  $ 558     $ 7,311  
 
           
The accompanying notes are an integral part of these financial statements.

 

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Note 1. Basis of Presentation
The Consolidated Financial Statements (unaudited) include the accounts of Specialty Underwriters’ Alliance, Inc., or SUA or the Company, and its consolidated subsidiary, SUA Insurance Company. SUA completed an initial public offering, or IPO, of its common stock on November 23, 2004. Concurrent with the IPO, SUA completed the acquisition of Potomac Insurance Company of Illinois, or Potomac. For accounting purposes Potomac is considered an accounting predecessor. Potomac has subsequently been renamed SUA Insurance Company.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. Certain financial information that is normally included in annual financial statements, including certain financial statements footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in SUA’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission, or SEC.
The interim financial data as of June 30, 2007, and for the three and six months periods ended June 30, 2007 and June 30, 2006 is unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of normal recurring accruals, necessary for a fair statement of the Company’s results for the interim periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made to prior period financial statement line items to enhance the comparability of the results presented.
On January 1, 2007, the Company adopted the provisions of FIN 48, “Accounting for Uncertainty in Income Taxes.” FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on the related derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of certain tax positions. The Company has taken no tax position which would require disclosure under the new guidance. Although the IRS is not currently examining any of the Company’s income tax returns, tax years 2003 through 2006 remain open and are subject to examination.
Note 2. Net Income Per Share
Basic earnings per share are based on the weighted average number of common shares outstanding during the period, while diluted earnings per share includes the weighted average number of common shares and potential dilution from shares issuable pursuant to stock options using the treasury stock method. Outstanding options of 742,466 and 752,466 for the three months ended June 30, 2007 and June 30, 2006 have been excluded from diluted earnings per share, as they were anti-dilutive.
                 
    Three Months Ended     Three Months Ended  
    June 30, 2007     June 30, 2006  
    (dollars in thousands, except per share data)  
Net income
  $ 3,010     $ 2,167  
Weighted average common shares outstanding (basic and diluted)
    15,406       15,176  
Net income per share (basic and diluted)
  $ 0.20     $ 0.14  
Outstanding options of 742,466 and 752,466 for the six months ended June 30, 2007 and June 30, 2006 have been excluded from diluted earnings per share, as they were anti-dilutive.
                 
    Six Months Ended     Six Months Ended  
    June 30, 2007     June 30, 2006  
    (dollars in thousands, except per share data)  
Net income
  $ 6,032     $ 1,967  
Weighted average common shares outstanding (basic and diluted)
    15,390       15,096  
Net income per share (basic and diluted)
  $ 0.39     $ 0.13  

 

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Note 3. Income Taxes
As of June 30, 2007 and December 31, 2006 the Company had tax basis net operating loss carryforwards of $10,761 and $18,255, respectively, which will expire on December 31, 2026 and December 31, 2025, respectively. The Company also accumulated start-up and organization expenditures through December 31, 2004 of $2,364 that are deductible over a 60 month period commencing on November 23, 2004. The unamortized portions of these costs were $1,108 and $1,344 at June 30, 2007 and December 31, 2006, respectively.
The Company has recorded a tax provision for the quarter equal to the current quarter’s increase in deferred tax liabilities associated with indefinite lived intangible assets. Due to the indefinite nature of these intangible assets for financial reporting purposes, these deferred tax liabilities do not represent a source of income to realize the Company’s deferred tax assets.
Note 4. Unpaid Loss and Loss Adjustment Expense Reserves
Loss and loss adjustment expense (LAE) reserves are estimates of amounts needed to pay claims and related expenses in the future for insured events that have already occurred. The Company establishes estimates of amounts recoverable from its reinsurers in a manner consistent with the claims liability covered by the reinsurance contracts. The Company’s loss and LAE reserves represent management’s best estimate of reserves based on a composite of the results of various actuarial methods, as well as consideration of known facts and trends.
At June 30, 2007, the Company reported gross loss and LAE reserves of $160,575, of which $63,177 represented the gross direct loss and LAE reserves of Potomac, which is fully reinsured by OneBeacon Insurance Company, or OneBeacon. At December 31, 2006, the Company reported gross loss and LAE reserves of $141,200, of which $71,592 represented the gross direct loss and LAE reserves of Potomac, which are fully reinsured by OneBeacon. Included in the reserves for the Company are tabular reserve discounts for workers’ compensation and excess workers’ compensation pension claims of $1,367 as of June 30, 2007 and $1,016 as of December 31, 2006. The reserves are discounted on a tabular basis at four percent using the 2001 United States Actuarial Life Tables for Female and Male population.
Potomac was a participant in the OneBeacon Amended and Restated Reinsurance Agreement. Under that agreement, Potomac ceded all of its insurance assets and liabilities into a pool, or Pool, and assumed a 0.5% share of the Pool’s assets and liabilities. On April 1, 2004, Potomac ceased its participation in the Pool and entered into reinsurance agreements whereby Potomac reinsured all of its business written with OneBeacon effective as of January 1, 2004. As a result, Potomac will not share in any favorable or unfavorable development of prior losses recorded by it or the Pool after January 1, 2004, unless OneBeacon fails to perform on its reinsurance obligation.
Note 5. Recent Accounting Pronouncements
In September 2006, the FASB issued FAS No. 157, “Fair Value Measurements,” or FAS 157. FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value pronouncements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within the year of adoption. Based on the Company’s current use of fair value measurements, the Company believes that the implementation of FAS 157 will have no material impact on its financial statements.
In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” or FAS 159. FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within the year of adoption. Based on the Company’s current use of fair value measurements in conjunction with its investment philosophy and mix, the Company believes that the implementation of FAS 159 will have no material impact on its financial statements.

 

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Note 6. Equity Based Compensation
On May 1, 2007, the stockholders of the Company approved the 2007 Stock Incentive Plan, or 2007 Plan. The 2007 Plan replaces the 2004 Stock Option Plan, or 2004 Plan. Options previously granted under the 2004 Plan will continue for the life of such options. The 2007 Plan provides for the issuance of up to 800,000 shares of the Company’s common stock in the form of stock options, stock appreciation rights, restricted stock awards, and deferred stock awards (as well as dividend equivalents in connection with deferred stock awards). In addition, should any of the 742,466 options outstanding under the 2004 Plan be terminated, those shares will also be available under the 2007 Plan.
The 2007 Plan provides for an automatic grant of 3,000 unrestricted shares of common stock to independent directors upon the first business day following re-election to the Board of Directors at the Annual Meeting of the Stockholders. On May 2, 2007, 15,000 shares were issued to independent directors who were re-elected to the Board at the 2007 Annual Meeting of the Stockholders held on May 1, 2007. This automatic grant replaced an automatic grant under the 2004 Plan of 10,000 options to independent directors upon re-election to the Board at the annual meetings. The compensation expense associated with the automatic grant of 15,000 shares was $123, based on the fair market value of the shares on the date of grant under FAS 123R. No other awards were made under the 2007 Plan or the 2004 Plan in the second quarter of 2007.

 

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, the discussions of our operating and growth strategy. Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, those set forth under the caption “Risk Factors” in the Business section of our Annual Report on Form 10-K for the year ended December 31, 2006. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could prove to be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
Overview
We were formed on April 3, 2003 for the purpose of offering products in the specialty commercial property and casualty insurance market by using an innovative business model. Specialty insurance typically serves niche groups of insureds that require highly specialized knowledge of a business class to achieve underwriting profits. This segment has traditionally been underserved by most standard commercial property and casualty insurers, due to the complex business knowledge and the investment required to achieve attractive underwriting profits. Competition in this segment is based primarily on client service, availability of insurance capacity, specialized policy forms, efficient claims handling and other value-based considerations, rather than just price.
On November 23, 2004 we completed our IPO and concurrent private placements and completed the acquisition of Potomac. After giving effect to the acquisition, we changed the name of Potomac to SUA Insurance Company.
Prior to our IPO, all activities consisted of start-up activities related to our IPO and costs to establish the infrastructure required to commence insurance operations.
On January 1, 2005 we commenced our insurance operations.

 

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Three Months Ended June 30, 2007 as compared to the Three Months Ended June 30, 2006
                         
                    Percentage  
                    Change  
    Three Months Ended June 30,     2007 vs.  
    2007     2006     2006  
    (unaudited)        
    (dollars in millions, except percentages and per share data)  
Results of operations:
                       
Gross written premiums
  $ 48.6     $ 37.4       30.0 %
Net written premiums
    46.2       34.9       32.4 %
 
                       
Earned premiums
    37.2       25.2       47.6 %
Net investment income
    2.3       1.5       53.3 %
Net realized gains (losses)
    0.1       0.0       *  
 
                   
Total revenues
  $ 39.6     $ 26.7       48.3 %
 
                   
 
                       
Loss and loss adjustment expense
  $ 21.9     $ 14.5       51.0 %
Acquisition expenses
    9.1       5.2       75.0 %
Other operating expenses
    5.5       4.7       17.0 %
 
                   
Total expenses
  $ 36.5     $ 24.4       49.6 %
 
                   
 
                       
Pre-tax income
  $ 3.1     $ 2.3       34.8 %
Federal income tax (expense)
    (0.1 )     (0.1 )     *  
 
                   
Net income (loss)
  $ 3.0     $ 2.2       36.4 %
 
                   
Net income(loss) per share
                       
Basic and diluted
  $ 0.20     $ 0.14       42.9 %
Weighted average common shares outstanding (basic and diluted)
    15.4       15.2       1.3 %
* Not meaningful
Net income for the quarter ended June 30, 2007 was $3.0 million, compared to net income of $2.2 million for the quarter ended June 30, 2006. Earnings per share for the quarter ended June 30, 2007 was $0.20, versus earnings per share of $0.14 for the quarter ended June 30, 2006. The increase in net income was primarily due to an increase in premium production.
Gross written premiums increased 30.0% from $37.4 million for the three months ended June 30, 2006 to $48.6 million for the three months ended June 30, 2007. Earned premiums grew 47.6% to $37.2 million for the quarter ended June 30, 2007 compared to $25.2 million for the quarter ended June 30, 2006. Premiums are earned ratably over the terms of our insurance policies, which is generally 12 months.
Net investment income was $2.3 million for the quarter ended June 30, 2007 versus $1.5 million for the quarter ended June 30, 2006. The increase in net investment income reflects a significant growth in our cash and invested assets from $139.2 million at June 30, 2006 to $194.6 million at June 30, 2007. Loss and loss adjustment expenses were $21.9 million for the three months ended June 30, 2007, compared to $14.5 million for the three months ended June 30, 2006. Acquisition expenses were $9.1 million, compared to $5.2 million for the prior year period.
Other operating expenses were $5.5 million for the quarter ended June 30, 2007, which consisted of salaries and benefit costs of $1.7 million (excluding $1.6 million of salary and benefit costs classified as loss adjustment expenses and acquisition expenses), $0.5 million of professional and consulting fees, $1.1 million of depreciation and amortization, $0.4 million of stock based compensation expense and $1.8 million of other expenses. For the quarter ended June 30, 2006, other operating expenses were $4.7 million, comprised of salaries and benefit costs of $1.4 million (excluding $1.0 million of salary and benefit costs classified as loss adjustment expenses and acquisition expenses), $0.8 million of professional and consulting fees, $0.6 million of depreciation and amortization, $0.3 million of stock based compensation expense and $1.6 million of other expenses.

 

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For the second quarter of 2007, our net loss and loss adjustment expense ratio was 58.9 percent, an increase of 1.5 percent compared to the comparable quarter in 2006 and an increase of 2.4 percent as compared to year-end. These increases were primarily driven by an increase in large losses associated with our commercial automobile business. Underwriting results in workers’ compensation, general liability and other lines continue to meet expectations.
Tax expense of $0.1 million for the quarters ended June 30, 2007 and June 30, 2006 resulted from deferred tax liabilities associated with our acquisition of Potomac, which have an indefinite life and therefore cannot be offset with deferred tax assets.
Premium breakdown by partner agent was as follows:
                                 
    Three Months Ended     Three Months Ended  
    June 30, 2007     June 30, 2006  
            Percentage of             Percentage of  
    Gross Written     Gross Written     Gross Written     Gross Written  
    Premium     Premium     Premium     Premium  
    (dollars in millions)  
AEON Insurance Group, Inc.
  $ 6.9       14.2 %   $ 4.1       11.0 %
American Team Managers
    9.0       18.5 %     7.6       20.3 %
Appalachian Underwriters, Inc.
    5.7       11.7 %     3.2       8.5 %
Flying Eagle Insurance Services, Inc.
    1.1       2.3 %           0.0 %
Insential, Inc.
    0.5       1.0 %     0.4       1.1 %
Risk Transfer Holdings, Inc.
    23.4       48.2 %     22.1       59.1 %
Specialty Risk Solutions, LLC
    1.2       2.5 %           0.0 %
Involuntary risk
    0.8       1.6 %           0.0 %
 
                       
Total
  $ 48.6       100.0 %   $ 37.4       100.0 %
 
                       
Although generally more diversified in the second quarter of 2007 than in 2006, our premiums for the three months ended June 30, 2007 were primarily concentrated in Florida and California. Our gross written premiums for the three months ended June 30, 2007 and 2006 by state were as follows:
                                 
    Three Months Ended     Three Months Ended  
    June 30, 2007     June 30, 2006  
            Percentage of             Percentage of  
    Gross Written     Gross Written     Gross Written     Gross Written  
    Premium     Premium     Premium     Premium  
    (dollars in millions)  
California
  $ 14.9       30.6 %   $ 11.6       31.0 %
Florida
    15.2       31.3 %     18.4       49.2 %
Other States
    18.5       38.1 %     7.4       19.8 %
 
                       
Total
  $ 48.6       100.0 %   $ 37.4       100.0 %
 
                       
Although more diversified in the second quarter of 2007 than in 2006, our business written for the three months ended June 30, 2007 was also heavily weighted in workers’ compensation. Our gross written premiums by line of business as a percentage of total gross written premiums for the three months ended June 30, 2007 and 2006 were as follows:
                                 
    Three Months Ended     Three Months Ended  
    June 30, 2007     June 30, 2006  
            Percentage of             Percentage of  
    Gross Written     Gross Written     Gross Written     Gross Written  
    Premium     Premium     Premium     Premium  
    (dollars in millions)  
Workers’ compensation
  $ 27.2       56.0 %   $ 23.5       62.8 %
General liability
    10.0       20.6 %     7.6       20.3 %
Commercial automobile
    10.3       21.2 %     5.7       15.3 %
All other
    1.1       2.2 %     0.6       1.6 %
 
                       
Total
  $ 48.6       100.0 %   $ 37.4       100.0 %
 
                       

 

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For workers’ compensation, Florida approved a rate decrease of 15.7% effective January 1, 2007. California also recently approved a rate decrease of 9.5% for 2007. In spite of the recent reforms, we still believe that Florida and California are attractive workers’ compensation markets.
The table below provides key operating statistics and ratios for the three months ended June 30, 2007 and 2006:
                 
    For the Three Months  
    Ended June 30,  
    2007     2006  
    (dollars in millions,  
    except percentages)  
Gross premiums written
  $ 48.6     $ 37.4  
Net premiums earned
  $ 37.2     $ 25.2  
Net loss and loss adjustment expense ratio
    58.9 %     57.4 %
Ratio of acquisition expenses to earned premiums
    24.5 %     20.6 %
Ratio of all other expenses to gross written premiums
    11.3 %     12.7 %
Six Months Ended June 30, 2007 as compared to the Six Months Ended June 30, 2006
                         
                    Percentage  
                    Change  
    Six Months Ended June 30,     2007 vs.  
    2007     2006     2006  
    (unaudited)        
    (dollars in millions, except for percentages and per share data)  
Results of operations:
                       
Gross written premiums
  $ 83.6     $ 68.2       22.6 %
Net written premiums
    77.8       62.3       24.9 %
 
                       
Earned premiums
    72.6       48.5       49.7 %
Net investment income
    4.4       2.6       69.2 %
 
                   
Total revenues
  $ 77.0     $ 51.1       50.7 %
 
                   
 
                       
Loss and loss adjustment expense
  $ 42.0     $ 28.5       47.4 %
Acquisition expenses
    17.7       10.7       65.4 %
Other operating expenses
    11.1       9.8       13.3 %
 
                   
Total expenses
  $ 70.8     $ 49.0       44.5 %
 
                   
 
                       
Pre-tax income
  $ 6.1     $ 2.1       190.5 %
Federal income tax (expense)
    (0.1 )     (0.1 )     *  
 
                   
Net income (loss)
  $ 6.0     $ 2.0       200.0 %
 
                   
Net income(loss) per share
                       
Basic and diluted
  $ 0.39     $ 0.13       200.0 %
Weighted average common shares outstanding (basic and diluted)
    15.4       15.1       2.0 %
* Not meaningful
Net income for the six months ended June 30, 2007 was $6.0 million, compared to net income of $2.0 for the six months ended June 30, 2006. Earnings per share for the six months ended June 30, 2007 was $0.39, versus earnings per share of $0.13 for the six months ended June 30, 2006. The increase in net income was primarily due to an increase in premium production.
Gross written premiums increased 22.6% from $68.2 million for the six months ended June 30, 2006 to $83.6 million for the six months ended June 30, 2007. Earned premiums grew 49.7% to $72.6 million for the six months ended June 30, 2007 compared to $48.5 million for the six months ended June 30, 2006.
Net investment income was $4.4 million for the six months ended June 30, 2007 versus $2.6 million for the six months ended June 30, 2006. Loss and loss adjustment expenses were $42.0 million for the six months ended June 30, 2007, compared to $28.5 million for the six months ended June 30, 2006. Acquisition expenses were $17.7 million, compared to $10.7 million for the prior year period.

 

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Other operating expenses were $11.1 million for the six months ended June 30, 2007, which consisted of salaries and benefit costs of $3.3 million (excluding $3.2 million of salary and benefit costs classified as loss adjustment expenses and acquisition expenses), $1.7 million of professional and consulting fees, $2.1 million of depreciation and amortization, $0.7 million of stock based compensation expense and $3.3 million of other expenses. For the six months ended June 30, 2006, other operating expenses were $9.8 million, comprised of salaries and benefit costs of $2.8 million (excluding $2.1 million of salary and benefit costs classified as loss adjustment expenses and acquisition expenses), $2.2 million of professional and consulting fees, $1.0 million of depreciation and amortization, $0.5 million of stock based compensation expense and $3.3 million of other expenses.
Tax expense of $0.1 million for the six months ended June 30, 2007 and June 30, 2006 resulted from deferred tax liabilities associated with our acquisition of Potomac, which have an indefinite life and therefore cannot be offset with deferred tax assets.
Premium breakdown by partner agent was as follows:
                                 
    Six Months Ended     Six Months Ended  
    June 30, 2007     June 30, 2006  
            Percentage of             Percentage of  
    Gross Written     Gross Written     Gross Written     Gross Written  
    Premium     Premium     Premium     Premium  
    (dollars in millions)  
AEON Insurance Group, Inc.
  $ 11.9       14.2 %   $ 7.6       11.2 %
American Team Managers
    20.2       24.2 %     14.8       21.7 %
Appalachian Underwriters, Inc.
    10.1       12.1 %     5.0       7.3 %
Flying Eagle Insurance Services, Inc.
    1.1       1.3 %           0.0 %
Insential, Inc.
    0.8       0.9 %     0.4       0.6 %
Risk Transfer Holdings, Inc.
    37.5       44.9 %     40.4       59.2 %
Specialty Risk Solutions, LLC
    1.2       1.4 %           0.0 %
Involuntary risk
    0.8       1.0 %           0.0 %
 
                       
Total
  $ 83.6       100.0 %   $ 68.2       100.0 %
 
                       
Although generally more diversified in the six months ended June 30, 2007 than in 2006, our premiums for the six months ended June 30, 2007 were primarily concentrated in Florida and California. Our gross written premiums for the six months ended 2007 and 2006 by state were as follows:
                                 
    Six Months Ended     Six Months Ended  
    June 30, 2007     June 30, 2006  
            Percentage of             Percentage of  
    Gross Written     Gross Written     Gross Written     Gross Written  
    Premium     Premium     Premium     Premium  
    (dollars in millions)  
California
  $ 28.7       34.3 %   $ 22.0       32.3 %
Florida
    22.5       26.9 %     28.2       41.3 %
Other States
    32.4       38.8 %     18.0       26.4 %
 
                       
Total
  $ 83.6       100.0 %   $ 68.2       100.0 %
 
                       

 

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Although more diversified in the six months ended June 30, 2007 than in 2006, our business written for the six months ended June 30, 2007 was also heavily weighted in workers’ compensation. Our gross written premiums by line of business as a percentage of total gross written premiums for the six months ended June 30, 2007 and 2006 were as follows:
                                 
    Six Months Ended     Six Months Ended  
    June 30, 2007     June 30, 2006  
            Percentage of             Percentage of  
    Gross Written     Gross Written     Gross Written     Gross Written  
    Premium     Premium     Premium     Premium  
    (dollars in millions)  
Workers’ compensation
  $ 45.9       54.9 %   $ 44.5       65.2 %
General liability
    18.6       22.2 %     13.7       20.1 %
Commercial automobile
    17.3       20.7 %     9.0       13.2 %
All other
    1.8       2.2 %     1.0       1.5 %
 
                       
Total
  $ 83.6       100.0 %   $ 68.2       100.0 %
 
                       
The table below provides key operating statistics and ratios for the six months ended June 30, 2007 and 2006:
                 
    For the Six Months  
    Ended June 30,  
    2007     2006  
    (dollars in millions,  
    except percentages)  
Gross premiums written
  $ 83.6     $ 68.2  
Net premiums earned
  $ 72.6     $ 48.5  
Net loss and loss adjustment expense ratio
    57.9 %     58.7 %
Ratio of acquisition expenses to earned premiums
    24.4 %     22.1 %
Ratio of all other expenses to gross written premiums
    13.3 %     14.3 %
Liquidity and Capital Resources
Specialty Underwriters’ Alliance, Inc. is organized as a holding company and, as such, has no direct operations of its own. Its assets consist primarily of investments in its subsidiary, through which it conducts substantially all of its insurance operations.
As a holding company, Specialty Underwriters’ Alliance, Inc. has continuing funding needs for general corporate expenses, the payment of principal and interest on future borrowings, if any, taxes and the payment of other obligations. Funds to meet these obligations come primarily from dividends and other statutorily permissible payments from our operating subsidiary. The ability of our operating subsidiary to make payments to us is limited by the applicable laws and regulations of Illinois. There are restrictions on the payment of dividends to us by our insurance subsidiary.
Cash Flows
A summary of our cash flows is as follows:
                 
    Six Months Ended June 30,  
    2007     2006  
    (dollars in millions)  
Cash provided by (used for)
               
Operating activities
  $ 34.4     $ 32.9  
Investing activities
    (36.5 )     (33.1 )
Financing activities
    0.3       2.2  
 
           
Change in cash
  $ (1.8 )   $ 2.0  
 
           

 

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For the six months ended June 30, 2007, net cash from operating activities was $34.4, principally consisting of premium and deposit collections exceeding losses and expenses paid out. This amount compares to net cash from operating activities of $32.9 million for the six months ended June 30, 2006. The increase in net cash provided by operating activities reflects the overall growth in our business for 2007 compared to 2006.
Cash used for investment activities was $36.5 million for the six months ended June 30, 2007, principally representing purchases of investments and additions to equipment and capitalized software. For the six months ended June 30, 2006, cash used in investment activities was $33.1 million, also principally representing increases in investments and additions to equipment and capitalized software.
We had cash flows from financing activities of $0.3 million from sales of Class B Common Stock to partner agents for the six months ended June 30, 2007. For the six months ended June 30, 2006, cash flows from financing activities from sales of Class B Common Stock to partner agents was $2.2 million.
Fixed Maturity Investments
Our investment portfolio consists of marketable fixed maturity and short-term investments. All fixed maturity investments are classified as available for sale and are reported at their estimated fair value based on quoted market prices. Realized gains and losses are credited or charged to income in the period in which they are realized. Changes in unrealized gains or losses are reported as a separate component of comprehensive income, and accumulated unrealized gains or losses are reported as a separate component of accumulated other comprehensive income in stockholders’ equity.
The aggregate fair market value of our fixed maturity investments at June 30, 2007 was $163.5 million compared to amortized cost of $166.4 million. The aggregate fair market value of our fixed maturity investments at December 31, 2006 was $144.5 million compared to amortized cost of $145.6 million.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
Market risk can be described as the risk of change in fair value of a financial instrument due to changes in interest rates, creditworthiness, foreign exchange rates or other factors. We seek to mitigate that risk by a number of actions, as described below.
Interest Rate Risk
Our exposure to market risk for changes in interest rates is concentrated in our investment portfolio. We monitor this exposure through periodic reviews of our consolidated asset and liability positions. We model and periodically review estimates of cash flows, as well as the impact of interest rate fluctuations relating to the investment portfolio and insurance reserves.
The table below summarizes the estimated effects of hypothetical increases and decreases in market interest rates on our investment portfolio:
                             
                Estimated Fair Value     Increase  
    Fair Value at     Assumed Change in   After Change in     (Decrease) in  
    June 30, 2007     Relevant Interest Rate   Interest Rate     Carrying Value  
    (dollars in thousands)  
Total investments
  $ 194,068     100 bp decrease   $ 199,885     $ 5,817  
 
          50 bp decrease   $ 197,050     $ 2,982  
 
          50 bp increase   $ 191,002     $ (3,066 )
 
          100 bp increase   $ 187,918     $ (6,150 )
Credit Risk
Our portfolio includes primarily fixed income securities and short-term investments, which are subject to credit risk. This risk is defined as default or the potential loss in market value resulting from adverse changes in the borrower’s ability to repay the debt. In our risk management strategy and investment policy, we earn competitive relative returns while investing in a diversified portfolio of securities of high credit quality issuers to limit the amount of credit exposure to any one issuer.

 

16


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The portfolio of fixed maturities consists solely of high quality bonds at June 30, 2007 and December 31, 2006. The following table summarizes bond ratings at market or fair value:
                                 
    As of June 30, 2007     As of December 31, 2006  
    Market Value     Percent of     Market Value     Percent of  
    (dollars in thousands)     Portfolio     (dollars in thousands)     Portfolio  
US Govt & AAA Bonds
  $ 104,577       64.0 %   $ 88,843       61.5 %
AA Rated
    20,424       12.5 %     15,959       11.0 %
A Rated
    37,320       22.8 %     39,718       27.5 %
BBB Rated
    1,201       0.7 %           0.0 %
 
                       
Total
  $ 163,522       100.0 %   $ 144,520       100.0 %
 
                       
We also have other receivable amounts subject to credit risk, including reinsurance recoverables from OneBeacon Insurance Company. To mitigate the risk of counterparties’ nonpayment of amounts due under these arrangements, we established business and financial standards for reinsurer approval, incorporating ratings by major rating agencies and considering then-current market information.
Item 4: Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. Disclosure controls and procedures are our controls and procedures that are designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934, or the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by SEC Rules 13a-15(b) and 15d-15(b), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting. There were no changes to our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, these internal controls.
Inherent Limitations on Effectiveness of Controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures and internal controls over financial reporting are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control and internal control over financial reporting systems are met.

 

17


Table of Contents

PART II — OTHER INFORMATION
Item 1: Legal Proceedings
None.
Item 1A: Risk Factors
There have been no material changes to the Risk Factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
Item 2: Recent Sales of Unregistered Securities
None.
Item 3: Defaults Upon Senior Securities
None.
Item 4: Submission of Matters to a Vote of Security Holders
At our Annual Meeting of Stockholders held on May 1, 2007, stockholders elected each of the following director nominees to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, with the following votes:
                 
    For     Withheld  
Courtney C. Smith
    11,780,094       737,994  
Peter E. Jokiel
    11,666,286       849,802  
Robert E. Dean
    11,807,694       710,394  
Raymond C. Groth
    11,807,694       710,394  
Paul A. Philp
    11,808,694       709,394  
Robert H. Whitehead
    11,807,694       710,394  
Russell E. Zimmermann
    11,808,694       709,394  
At the same meeting, the selection of PricewaterhouseCoopers LLP as independent auditors for the current year was ratified, with the following votes:
         
For   Against   Abstentions
12,317,938
  184,600   15,550
At the same meeting, shareholders voted to approve the 2007 Stock Incentive Plan of the Company, with the following votes:
         
For   Against   Abstentions
7,210,266   932,327   3,250
The vote totals for all three matters submitted to a vote of the security holders did not include 3,664,812 broker non-votes, which were counted for the purposes of determining the presence of a quorum, but which did not have an effect on the outcome of any matter voted upon at the meeting.
No other matters were voted on at the meeting.

 

18


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Item 5: Other Information
None.
Item 6: Exhibits
Exhibits:
     
Exhibit    
Number   Description
 
   
10.1
  Fourth Amendment to the Securities Purchase Agreement between the Registrant and Specialty Risk Solutions, LLC
31.1
  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
31.2
  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
32.1
  Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
32.2
  Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

 

19


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
(Registrant)
 
 
Dated: August 6, 2007  By:   /s/ Courtney C. Smith  
    Name:   Courtney C. Smith   
    Title:   President and Chief Executive Officer
(Principal Executive Officer) 
 
 
     
Dated: August 6, 2007  By:   /s/ Peter E. Jokiel  
    Name:   Peter E. Jokiel   
    Title:   Executive Vice President, Chief Financial Officer and
Treasurer (Principal Financial Officer) 
 
 

 

20


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Exhibits Index
     
Exhibit    
Number   Description
 
   
10.1
  Fourth Amendment to the Securities Purchase Agreement between the Registrant and Specialty Risk Solutions, LLC
31.1
  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
31.2
  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
32.1
  Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
32.2
  Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

 

21

EX-10.1 2 c70900exv10w1.htm EXHIBIT 10.1 Filed by Bowne Pure Compliance
 

Exhibit 10.1
FOURTH AMENDMENT
TO THE SECURITIES PURCHASE AGREEMENT
This amendment (“Amendment”) is made and entered into as of June 18, 2007 (“Effective Date”) by and between Specialty Risk Solutions, LLC (“SRS”) and Specialty Underwriters’ Alliance, Inc., and amends the SECURITIES PURCHASE AGREEMENT(“Agreement”) entered into by the parties on May 11, 2005, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
NOW, THEREFORE, and in consideration of the mutual agreements and covenants set forth, the parties wish to amend the Agreement as follows:
The following provision of Subsection (iii) of (c) of Section 1: Sale and Purchase of Securities; Closing shall be deleted in its entirety:
“on the second anniversary of the effective date of this Agreement, a balloon payment for the remaining unpaid balance of the $1,000,000”;
and shall be replaced with the following:
“on December 31, 2008, a balloon payment for the remaining unpaid balance of the $1,000,000.”
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their behalf by their duly authorized officers as of the day, month and year above written.
SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
         
By:
Name:
  /s/ William S. Loder
 
William S. Loder
   
Title:
  Senior Vice President and    
 
  Chief Underwriting Officer    
SPECIALTY RISK SOLUTIONS, LLC
         
By:
Name:
  /s/ Scott H. Keller
 
Scott H. Keller
   
Title:
  Managing Director    

 

 

EX-31.1 3 c70900exv31w1.htm EXHIBIT 31.1 Filed by Bowne Pure Compliance
 

Exhibit 31.1
CERTIFICATION
I, Courtney C. Smith, certify that:
1.  
I have reviewed this quarterly report on Form 10-Q of Specialty Underwriters’ Alliance, Inc.;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
 
  (c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2007
         
     
  /s/ Courtney C. Smith  
  Courtney C. Smith   
  President and Chief Executive Officer   
 

 

 

EX-31.2 4 c70900exv31w2.htm EXHIBIT 31.2 Filed by Bowne Pure Compliance
 

Exhibit 31.2
CERTIFICATION
I, Peter E. Jokiel, certify that:
1.  
I have reviewed this quarterly report on Form 10-Q of Specialty Underwriters’ Alliance, Inc.;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
 
  (c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2007
         
     
  /s/ Peter E. Jokiel  
  Peter E. Jokiel   
  Executive Vice President and
Chief Financial Officer 
 
 

 

 

EX-32.1 5 c70900exv32w1.htm EXHIBIT 32.1 Filed by Bowne Pure Compliance
 

Exhibit 32.1
Certification pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002
I, Courtney C. Smith, Chief Executive Officer of Specialty Underwriters’ Alliance, Inc. (the “Company”), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, do hereby certify as follows:
(i) The quarterly report on Form 10-Q of the Company for the period ended June 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) The information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHEREOF, I have executed this Certification this 6th day of August, 2007.
         
     
  /s/ Courtney C. Smith  
  Courtney C. Smith   
  Chief Executive Officer   
 
A signed original of this written statement required by Section 906 has been provided to Specialty Underwriters’ Alliance, Inc. and will be retained by Specialty Underwriters’ Alliance, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

EX-32.2 6 c70900exv32w2.htm EXHIBIT 32.2 Filed by Bowne Pure Compliance
 

Exhibit 32.2
Certification pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002
I, Peter E. Jokiel, Chief Financial Officer of Specialty Underwriters’ Alliance, Inc. (the “Company”), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, do hereby certify as follows:
(i) The quarterly report on Form 10-Q of the Company for the period ended June 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) The information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHEREOF, I have executed this Certification this 6th day of August, 2007.
         
     
  /s/ Peter E. Jokiel    
  Peter E. Jokiel   
  Chief Financial Officer   
 
A signed original of this written statement required by Section 906 has been provided to Specialty Underwriters’ Alliance, Inc. and will be retained by Specialty Underwriters’ Alliance, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

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