-----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, ULSU06cqLRFVkoRhu+ywEA3S+B2Na4PD7tb6HtjqqjaMklrMX5W+gLWx6/a25nCs pYZT8zxN20tyz8BtrAO2Ow== 0001104659-03-026948.txt : 20031118 0001104659-03-026948.hdr.sgml : 20031118 20031118151234 ACCESSION NUMBER: 0001104659-03-026948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031111 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN TREATY AMERICAN CORP CENTRAL INDEX KEY: 0000814181 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 231664166 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14681 FILM NUMBER: 031010445 BUSINESS ADDRESS: STREET 1: 3440 LEHIGH ST CITY: ALLENTOWN STATE: PA ZIP: 18103 BUSINESS PHONE: 6109652222 MAIL ADDRESS: STREET 1: 3440 LEHIGH ST CITY: ALLENTOWN STATE: PA ZIP: 18103 8-K 1 a03-5704_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 11, 2003

 

Penn Treaty American Corporation

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

0-15972

 

23-1664166

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

3440 Lehigh Street
Allentown, Pennsylvania  18103

(Address of principal executive offices) (Zip Code)

 

(610) 965-2222

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 



 

Item 7.                                                             Financial Statements and Exhibits.

 

(c)                                  Exhibits.

 

99.1                           Press Release of Penn Treaty American Corporation dated November 11, 2003.

 

Item 12.                                                       Results of Operations and Financial Condition.

 

On November 11, 2003, Penn Treaty American Corporation (the “Company”) announced its results of operations for the third quarter of 2003.  The Company issued a press release, dated November 11, 2003, which is furnished as an exhibit hereto.

 

The press release referred to fully converted book value, which is a non-GAAP financial measure.  The press release included a reconciliation of fully converted book value to GAAP book value. The Company believes that the presentation and discussion of this non-GAAP number, which is consistent with past disclosure, in conjunction with disclosure of all reconciling differences, provides a better understanding of the Company’s current value in light of future items which we believe are likely to be significantly dilutive to current shareholders.

 

The information in the Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

2



 

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 hereunto duly authorized.

 

 

 

PENN TREATY AMERICAN CORPORATION

 

 

 

 

 

 

 

 

November 17, 2003

 

By:

/s/ Cameron B. Waite

 

 

 

Cameron B. Waite

 

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Number

 

Exhibit

 

 

 

99.1

 

Press Release of Penn Treaty American Corporation dated November 11, 2003.

 

4


EX-99.1 3 a03-5704_1ex99d1.htm EX-99.1

Exhibit 99.1

 

PENN TREATY AMERICAN ANNOUNCES THIRD QUARTER RESULTS; PROVIDES EARNINGS GUIDANCE

 

November 11, 2003 — Allentown, PA – Penn Treaty American Corporation (PTA-NYSE) today announced its third quarter, 2003 financial results and provided profitable future earnings guidance for the years 2004 and 2005.

 

Third Quarter and Year to Date Results

 

The Company recorded a net loss of $25.4 million or $1.20 per share for the third quarter of 2003, which includes a $22.8 million after-tax loss, or $1.08 per share, from its notional experience account.  In accordance with GAAP, basic and diluted earnings per share are both calculated utilizing 21.1 million shares, because the Company has a net loss for the third quarter, which causes the convertible securities and options to be anti-dilutive.  The Company recorded premium revenue of $81.5 million, including $2.1 million of first year premium.

 

The Company’s results for the third quarter of 2003 were otherwise in line with its expectations, with the exception of the following pre-tax items that contributed $.15 to the net loss per share.

 

1)              The Company experienced significant improvement in the persistency of its in-force policies during the third quarter, which increased its annualized persistency rate to 91% compared to its expectation of 86%.  This level of policy persistency is uncommon for the Company and resulted in the retention of approximately $2.2 million in policy benefit reserves in support of future obligations.  If this level of persistency is sustained, the Company expects that future premium collection will also be greater than anticipated.

 

2)              Delays in certain state insurance department approvals of filed premium rate increases anticipated during the third quarter negatively impacted the 2003 quarterly results by approximately $2.5 million.  However, the Company has subsequently received approvals for these premium rate increases, which are in line with its expectations.

 

The Company continued the streamlining of its operations and, as a result, recorded immaterial severance amounts due to the elimination of certain staff functions.  The Company anticipates annual savings of approximately $650,000 from these eliminations.

 

For the nine months ended September 30, 2003, the Company recorded net income of $772,000, including an after-tax gain on its notional experience account of $5.8 million.  As a result, book value was $7.40 per share and fully converted book value (as measured following the anticipated future conversion of the Company’s outstanding convertible debt) was $3.36 at September 30, 2003.  A reconciliation of book value to fully converted book value is as follows:

 

(amounts in thousands, except per share amounts)

 

 

 

Shareholders’ equity, as reported

 

$

159,806

 

Convertible debt, gross of discount

 

94,997

 

Preferred interest on early conversion

 

2,305

 

Unamortized deferred offering costs

 

(1,820

)

Shareholders’ equity, fully converted

 

$

255,288

 

Outstanding shares, as reported

 

21,596

 

Shares issuable upon conversion of debt

 

54,284

 

Outstanding shares, fully converted

 

75,880

 

Book value per share, as reported

 

$

7.40

 

Book value per share, fully converted

 

$

3.36

 

 



 

During the nine month period ended September 30, 2003, the Company recorded premium revenue of $243.8 million, including $5.3 million of first year premium.  The Company’s earnings for the nine month period of 2003 reflect prior quarterly expenses for severance and amounts related to the development of the Company’s new marketing infrastructure and other new business start-up costs incurred prior to the third quarter, in addition to the third quarter items listed above.

 

During 2003, the Company has continued to monitor the development of its reserves for claims incurred in prior periods.  Following its continuance study completed in the third quarter of 2002, the Company has remained confident with its employed reserving methodology.  To date, retrospective testing of the development of these claims has closely matched the Company’s expectations.

 

William W. Hunt, President and C.E.O., stated, “I am very pleased with the position and execution of Penn Treaty’s business model at this time.  During the third quarter, sales of new products, on an annualized premium basis, were 23% greater than in the second quarter, at $4 million.  Our claims experience is right in line with our expectations and our risk based capital ratios remain very strong.  Our analytic capabilities with respect to this business have been greatly enhanced.  Today, we are better able to focus upon the intricacies of our value drivers, to assess causes of volatility, and to develop appropriate remedies when warranted.  The opportunities for future profitable growth and the prudent management of our in-force business remain very strong. “

 

Earnings Guidance

 

For 2004, the Company is projecting after-tax fully diluted operating earnings per share of 20 to 24 cents per share or five to six cents per quarter.  The Company is projecting 2005 operating earnings per share of 30 to 34 cents.   The 2004 guidance anticipates new policy sales of $30 million or an increase of approximately 100% over projected 2003 levels.  The 2005 guidance anticipates additional growth of 50% to $45 million in new policy sales.

 

The Company is continuing to work closely with regulators in a number of states, in an effort to recommence sales in those states.  At present, the Company is approved to sell new policies in 36 states.  The Company is in process of completing its requirements to recommence sales in California, which include the finalization of a second actuarial review and approval of its new policy forms.  While the Company remains hopeful that these requirements can be fulfilled by December 31, 2003, it believes that recommencement of sales in the first quarter of 2004 is a reasonable expectation.  In addition, the Company expects to recommence sales in several of the other states in the near future as a result of its intended completion of requirements established by those state insurance departments.

 

The Company will host an investor conference call at 2:00 PM, EST, Tuesday, November 11 to discuss its third quarter release and earnings guidance.  Investors and analysts should call 1.888.273.9889 in order to participate.  A replay of the call will be available until November 16, 2003 by calling 800.475.6701, with access code 705881.

 

Certain statements made by the Company in this press release may be considered forward looking within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes that its expectations are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results of its operations will not differ materially from its expectations.  An investment in the Company’s securities includes certain risks, which may be specific to the Company or to the long-term care insurance industry.  Factors which could cause actual results to differ from expectations include, among others, the Company’s ability to comply with the Corrective Action Plan, the Florida Consent Order, the orders or directives of other states in which the Company does business or any special provisions imposed by states in connection with the resumption of writing new business, its ability to commute its reinsurance agreement and to recapture its reinsured policies and the accumulated notional experience account balance, whether its Corrective Action Plan will be accepted and approved by all states, its ability to meet its future risk-based capital goals, the adverse financial impact of suspending new business sales, its ability to raise adequate capital to meet regulatory requirements and to

 



 

support anticipated growth, its ability to refinance, convert or repay its outstanding debt and associated interest requirements, the cost associated with recommencing new business sales, liquidity needs and debt obligations, the adequacy of its loss reserves and the recoverability of its DAC asset, its ability to sell insurance products in certain states, including California, its ability to resume generating new business in all states, its ability to comply with government regulations and the requirements which may be imposed by state regulators as a result of its capital and surplus levels, the ability of senior citizens to purchase its products in light of the increasing costs of health care, its ability to defend itself against adverse litigation, and its ability to recapture, expand and retain its network of productive independent agents, especially in light of the suspension of new business.

 



 

PENN TREATY AMERICAN CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(amounts in thousands, except per share data)

 

 

 

September 30,
2003

 

December 31,
2002

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Investments:

 

 

 

 

 

Bonds, available for sale at market (cost of $55,452 and $26,775, respectively) (1)

 

$

57,036

 

$

28,454

 

Policy loans

 

306

 

238

 

Total investments

 

57,342

 

28,692

 

Cash and cash equivalents (1)

 

13,688

 

29,206

 

Property and equipment, at cost, less accumulated depreciation of $9,214 and $7,925, respectively

 

15,658

 

13,611

 

Unamortized deferred policy acquisition costs

 

162,293

 

171,357

 

Receivables from agents, less allowance for uncollectible amounts of $395 and $119, respectively

 

1,482

 

1,654

 

Accrued investment income

 

778

 

414

 

Goodwill

 

20,360

 

20,360

 

Receivable from reinsurers

 

25,613

 

26,218

 

Corporate owned life insurance

 

59,313

 

57,773

 

Experience account due from reinsurer

 

777,674

 

708,982

 

Other assets

 

20,200

 

21,933

 

Total assets

 

$

1,154,401

 

$

1,080,200

 

LIABILITIES

 

 

 

 

 

Policy reserves:

 

 

 

 

 

Accident and health

 

$

493,495

 

$

464,318

 

Life

 

12,881

 

12,553

 

Claim reserves

 

346,472

 

329,944

 

Accounts payable and other liabilities

 

21,784

 

18,859

 

Long-term debt, less discount of $1,791 and $0, respectively

 

94,623

 

76,245

 

Preferred interest on early conversion

 

2,305

 

 

Deferred income taxes

 

23,035

 

23,101

 

Total liabilities

 

994,595

 

925,020

 

Commitments and contingencies

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Preferred stock, par value $1.00; 5,000 shares authorized, none outstanding

 

 

 

Common stock, par value $.10; 150,000 and 40,000 shares authorized, respectively; 22,511 and 20,340 shares issued, respectively

 

2,251

 

2,034

 

Additional paid-in capital

 

100,755

 

97,058

 

Accumulated other comprehensive income

 

1,029

 

1,090

 

Retained earnings

 

62,476

 

61,703

 

 

 

166,511

 

161,885

 

Less 915 common shares held in treasury, at cost

 

(6,705

)

(6,705

)

 

 

159,806

 

155,180

 

Total liabilities and shareholders’ equity

 

$

1,154,401

 

$

1,080,200

 

 


(1)                                  Cash and investments of $26,690 and $22,022, respectively, are restricted as to use.

 



 

PENN TREATY AMERICAN CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income and Comprehensive Income

(unaudited)

(amounts in thousands, except per share data)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

Revenues:

 

 

 

 

 

 

 

 

 

Premium revenue

 

$

81,471

 

$

83,635

 

$

243,756

 

$

251,777

 

Net investment income

 

11,144

 

10,122

 

32,064

 

29,829

 

Net realized capital gains

 

16

 

85

 

265

 

14,649

 

Market (loss) gain on notional experience account

 

(34,540

)

62,747

 

8,726

 

56,745

 

Change in preferred interest on early conversion liability

 

(354

)

 

(267

)

 

Other income

 

1,719

 

4,361

 

6,162

 

9,523

 

 

 

59,456

 

160,950

 

290,706

 

362,523

 

Benefits and expenses:

 

 

 

 

 

 

 

 

 

Benefits to policyholders

 

63,763

 

164,170

 

188,803

 

306,872

 

Commissions

 

10,234

 

11,527

 

31,198

 

36,034

 

Net policy acquisition costs amortized

 

3,870

 

3,403

 

9,065

 

7,854

 

General and administrative expense

 

14,118

 

13,344

 

44,222

 

34,929

 

Expense and risk charges on reinsurance

 

2,768

 

3,577

 

8,305

 

10,731

 

Excise tax expense

 

961

 

812

 

2,136

 

2,185

 

Interest expense

 

2,225

 

1,195

 

5,807

 

3,585

 

 

 

97,939

 

198,028

 

289,536

 

402,190

 

(Loss) income before federal income taxes and cumulative effect of change in accounting principle

 

(38,483

)

(37,078

)

1,170

 

(39,667

)

Federal income tax (benefit) provision

 

(13,085

)

(12,607

)

398

 

(13,487

)

Net (loss) income before cumulative effect of change in accounting principle

 

(25,398

)

(24,471

)

772

 

(26,180

)

Cumulative effect of change in accounting principle

 

 

 

 

(5,151

)

Net (loss) income

 

(25,398

)

(24,471

)

772

 

(31,331

)

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

Unrealized holding (loss) gain arising during period

 

(853

)

890

 

170

 

347

 

Income tax benefit (provision) from unrealized holdings

 

298

 

(302

)

(58

)

(118

)

Reclassification of gains included in net (loss) income

 

(16

)

(85

)

(265

)

(14,649

)

Income tax provision from reclassification adjustment

 

5

 

28

 

92

 

4,981

 

Comprehensive (loss) income

 

$

(25,964

)

$

(23,940

)

$

711

 

$

(40,770

)

 

 

 

 

 

 

 

 

 

 

Basic earnings per share from net (loss) income before cumulative effect of change in accounting principle

 

$

(1.20

)

$

(1.26

)

$

0.04

 

$

(1.36

)

Basic earnings per share from net (loss) income

 

$

(1.20

)

$

(1.26

)

$

0.04

 

$

(1.63

)

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share from net (loss) income before cumulative effect of change in accounting principle*

 

$

(1.20

)

$

(1.26

)

$

0.04

 

$

(1.36

)

Diluted earnings per share from net (loss) income*

 

$

(1.20

)

$

(1.26

)

$

0.04

 

$

(1.63

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

21,099

 

19,376

 

20,026

 

19,194

 

Weighted average number of shares and share equivalents

 

21,099

 

19,376

 

20,026

 

19,194

 

 


*                                         Basic and diluted earnings per share are the same because all securities are anti-dilutive for the periods presented.

 


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