-----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, GdIaWYoK1QFwG7nSbbifB6YKyep+QVR/z6jCjkYs67bK8rBevtSUXweszSJH6Z5P MNdiJYBVp/LbJAo4c2bX5Q== 0000893220-07-002675.txt : 20070806 0000893220-07-002675.hdr.sgml : 20070806 20070806122646 ACCESSION NUMBER: 0000893220-07-002675 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: PHILADELPHIA CONSOLIDATED HOLDING CORP CENTRAL INDEX KEY: 0000909109 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 232202671 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22280 FILM NUMBER: 071026953 BUSINESS ADDRESS: STREET 1: ONE BALA PLAZA STREET 2: SUITE 100 CITY: WYNNEWOOD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106428400 MAIL ADDRESS: STREET 1: ONE BALA PLAZA STREET 2: SUITE 100 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: MAGUIRE HOLDING CORP DATE OF NAME CHANGE: 19930714 10-Q 1 w37899e10vq.htm FORM 10-Q PHILADELPHIA CONSOLIDATED HOLDING CORP. e10vq
 

 
 
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
Commission File Number 0-22280
PHILADELPHIA CONSOLIDATED HOLDING CORP.
(Exact name of registrant as specified in its charter)
     
PENNSYLVANIA   23-2202671
     
(State of Incorporation)   (IRS Employer Identification No.)
One Bala Plaza, Suite 100
Bala Cynwyd, Pennsylvania 19004
(610) 617-7900

(Address, including zip code and telephone number,
including area code, of registrant’s principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES: þ NO: o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):
Large accelerated filer: þ     Accelerated Filer: o     Non-accelerated Filer: o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES: o NO: þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of July 31, 2007.
Common Stock, no par value, 71,456,419 shares outstanding
 
 

 


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
INDEX
For the Quarterly Period Ended June 30, 2007
         
Part I — Financial Information
       
 
       
Item 1. Financial Statements:
       
 
       
Consolidated Balance Sheets –June 30, 2007 and December 31, 2006
    3  
 
       
Consolidated Statements of Operations and Comprehensive Income — For the three and six months ended June 30, 2007 and 2006
    4  
 
       
Consolidated Statements of Changes in Shareholders’ Equity — For the six months ended June 30, 2007 and the year ended December 31, 2006
    5  
 
       
Consolidated Statements of Cash Flows — For the six months ended June 30, 2007 and 2006
    6  
 
       
Notes to Consolidated Financial Statements
    7-17  
 
       
Item 2.
       
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    18-35  
 
       
Item 3.
       
 
Quantitative and Qualitative Disclosures About Market Risk
    36  
 
       
Item 4.
       
 
Controls and Procedures
    37  
 
       
Part II — Other Information
       
 
       
Item 1.
       
 
Legal Proceedings
    38  
 
       
Item 1A.
       
 
Risk Factors
    38  
 
       
Item 2.
       
 
Unregistered Sales of Equity Securities and Use of Proceeds
    38  
 
Item 3.
       
 
Defaults Upon Senior Securities
    38  
 
       
Item 4.
       
 
Submission of Matters to a Vote of Security Holders
    38-39  
 
       
Item 5.
       
 
Other Information
    39  
 
       
Item 6.
       
 
Exhibits
    40  
 
       
Signatures
    41  

2


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
                 
    As of  
    June 30, 2007     December 31,  
    (Unaudited)     2006  
ASSETS
               
INVESTMENTS:
               
FIXED MATURITIES AVAILABLE FOR SALE AT MARKET (AMORTIZED COST $2,408,375 AND $2,136,231)
  $ 2,367,228     $ 2,129,609  
EQUITY SECURITIES AT MARKET (COST $313,353 AND $259,184)
    358,231       304,033  
 
           
TOTAL INVESTMENTS
    2,725,459       2,433,642  
 
               
CASH AND CASH EQUIVALENTS
    102,101       108,671  
ACCRUED INVESTMENT INCOME
    22,255       20,083  
PREMIUMS RECEIVABLE
    337,817       346,836  
PREPAID REINSURANCE PREMIUMS AND REINSURANCE RECEIVABLES
    275,664       272,798  
DEFERRED INCOME TAXES
    53,293       26,657  
DEFERRED ACQUISITION COSTS
    167,352       158,805  
PROPERTY AND EQUIPMENT, NET
    25,882       26,999  
OTHER ASSETS
    45,126       44,046  
 
           
TOTAL ASSETS
  $ 3,754,949     $ 3,438,537  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
POLICY LIABILITIES AND ACCRUALS:
               
UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES
  $ 1,383,452     $ 1,283,238  
UNEARNED PREMIUMS
    778,871       759,358  
 
           
TOTAL POLICY LIABILITIES AND ACCRUALS
    2,162,323       2,042,596  
PREMIUMS PAYABLE
    64,174       66,827  
OTHER LIABILITIES
    204,292       161,847  
 
           
TOTAL LIABILITIES
    2,430,789       2,271,270  
 
           
 
               
COMMITMENTS AND CONTINGENCIES
               
 
               
SHAREHOLDERS’ EQUITY:
               
PREFERRED STOCK, $.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED, NONE ISSUED AND OUTSTANDING
           
COMMON STOCK, NO PAR VALUE, 100,000,000 SHARES AUTHORIZED, 71,457,574 AND 70,848,482 SHARES ISSUED AND OUTSTANDING
    396,580       376,986  
NOTES RECEIVABLE FROM SHAREHOLDERS
    (17,733 )     (17,074 )
ACCUMULATED OTHER COMPREHENSIVE INCOME
    2,425       24,848  
RETAINED EARNINGS
    942,888       782,507  
 
           
TOTAL SHAREHOLDERS’ EQUITY
    1,324,160       1,167,267  
 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 3,754,949     $ 3,438,537  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

3


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(Unaudited)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2007     2006     2007     2006  
REVENUE:
                               
NET EARNED PREMIUMS
  $ 337,315     $ 288,794     $ 656,033     $ 565,340  
NET INVESTMENT INCOME
    28,522       21,677       55,495       41,739  
NET REALIZED INVESTMENT GAIN (LOSS)
    28,064       (2,412 )     29,821       (2,806 )
OTHER INCOME
    850       417       1,680       908  
 
                       
TOTAL REVENUE
    394,751       308,476       743,029       605,181  
 
                       
 
                               
LOSSES AND EXPENSES:
                               
LOSS AND LOSS ADJUSTMENT EXPENSES
    172,234       95,603       332,753       257,627  
NET REINSURANCE RECOVERIES
    (23,645 )     13,152       (33,659 )     (5,207 )
 
                       
NET LOSS AND LOSS ADJUSTMENT EXPENSES
    148,589       108,755       299,094       252,420  
ACQUISITION COSTS AND OTHER UNDERWRITING EXPENSES
    101,746       85,337       198,650       162,354  
OTHER OPERATING EXPENSES
    2,981       2,948       6,136       5,280  
 
                       
TOTAL LOSSES AND EXPENSES
    253,316       197,040       503,880       420,054  
 
                       
 
                               
INCOME BEFORE INCOME TAXES
    141,435       111,436       239,149       185,127  
 
                       
 
                               
INCOME TAX EXPENSE (BENEFIT):
                               
CURRENT
    56,511       37,599       93,330       66,723  
DEFERRED
    (9,477 )     (1,020 )     (14,562 )     (6,774 )
 
                       
 
                               
TOTAL INCOME TAX EXPENSE
    47,034       36,579       78,768       59,949  
 
                       
 
                               
NET INCOME
  $ 94,401     $ 74,857     $ 160,381     $ 125,178  
 
                       
 
                               
OTHER COMPREHENSIVE (LOSS), NET OF TAX:
                               
HOLDING LOSS ARISING DURING PERIOD
  $ (11,920 )   $ (13,427 )   $ (3,039 )   $ (19,321 )
RECLASSIFICATION ADJUSTMENT
    (18,242 )     1,568       (19,384 )     1,824  
 
                       
OTHER COMPREHENSIVE LOSS
    (30,162 )     (11,859 )     (22,423 )     (17,497 )
 
                       
COMPREHENSIVE INCOME
  $ 64,239     $ 62,998     $ 137,958     $ 107,681  
 
                       
 
                               
PER AVERAGE SHARE DATA:
                               
NET INCOME – BASIC
  $ 1.34     $ 1.07     $ 2.28     $ 1.80  
 
                       
NET INCOME – DILUTED
  $ 1.27     $ 1.03     $ 2.16     $ 1.73  
 
                       
 
                               
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
    70,361,554       69,775,336       70,255,758       69,577,653  
WEIGHTED-AVERAGE SHARE EQUIVALENTS OUTSTANDING
    3,835,617       2,721,730       3,966,198       2,915,528  
 
                       
WEIGHTED-AVERAGE SHARES AND SHARE EQUIVALENTS OUTSTANDING
    74,197,171       72,497,066       74,221,956       72,493,181  
 
                       
The accompanying notes are an integral part of the consolidated financial statements.

4


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)
                 
    For the Six        
    Months Ended        
    June 30, 2007     For the Year Ended  
    (Unaudited)     December 31, 2006  
COMMON SHARES:
               
BALANCE AT BEGINNING OF YEAR
    70,848,482       69,266,016  
ISSUANCE OF SHARES PURSUANT TO STOCK PURCHASE PLANS, NET
    95,776       613,320  
ISSUANCE OF SHARES PURSUANT TO STOCK BASED COMPENSATION PLANS
    513,316       969,146  
 
           
 
               
BALANCE AT END OF PERIOD
    71,457,574       70,848,482  
 
           
 
               
COMMON STOCK:
               
BALANCE AT BEGINNING OF YEAR
  $ 376,986     $ 332,757  
ISSUANCE OF SHARES PURSUANT TO STOCK PURCHASE PLANS
    3,656       19,521  
EFFECTS OF ISSUANCE OF SHARES PURSUANT TO STOCK BASED COMPENSATION PLANS
    15,567       24,301  
OTHER
    371       407  
 
           
BALANCE AT END OF PERIOD
    396,580       376,986  
 
           
 
               
NOTES RECEIVABLE FROM SHAREHOLDERS:
               
BALANCE AT BEGINNING OF YEAR
    (17,074 )     (7,217 )
NOTES RECEIVABLE ISSUED PURSUANT TO EMPLOYEE STOCK PURCHASE PLANS
    (3,450 )     (12,391 )
COLLECTION OF NOTES RECEIVABLE
    2,791       2,534  
 
           
BALANCE AT END OF PERIOD
    (17,733 )     (17,074 )
 
           
 
               
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF DEFERRED INCOME TAXES:
               
BALANCE AT BEGINNING OF YEAR
    24,848       (2,702 )
OTHER COMPREHENSIVE INCOME (LOSS) INCOME, NET OF TAXES
    (22,423 )     27,550  
 
           
BALANCE AT END OF PERIOD
    2,425       24,848  
 
           
 
               
RETAINED EARNINGS:
               
BALANCE AT BEGINNING OF YEAR
    782,507       493,658  
NET INCOME
    160,381       288,849  
 
           
BALANCE AT END OF PERIOD
    942,888       782,507  
 
           
 
TOTAL SHAREHOLDERS’ EQUITY
  $ 1,324,160     $ 1,167,267  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

5


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
                 
    For the Six Months Ended June 30,  
    2007     2006  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
NET INCOME
  $ 160,381     $ 125,178  
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
               
NET REALIZED INVESTMENT (GAIN) LOSS
    (29,821 )     2,806  
AMORTIZATION OF INVESTMENT PREMIUMS, NET OF DISCOUNT
    3,044       5,441  
AMORTIZATION OF INTANGIBLE ASSETS
    1,434        
DEPRECIATION
    3,821       2,844  
DEFERRED INCOME TAX BENEFIT
    (14,562 )     (6,774 )
CHANGE IN PREMIUMS RECEIVABLE
    9,019       3,526  
CHANGE IN PREPAID REINSURANCE PREMIUMS AND REINSURANCE RECEIVABLES, NET OF FUNDS HELD PAYABLE TO REINSURER
    (2,866 )     86,325  
CHANGE IN OTHER RECEIVABLES
    (2,172 )     (497 )
CHANGE IN DEFERRED ACQUISITION COSTS
    (8,547 )     (7,192 )
CHANGE IN INCOME TAXES PAYABLE
    11,544       6,094  
CHANGE IN OTHER ASSETS
    4,542       1,357  
CHANGE IN UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES
    100,213       2,455  
CHANGE IN UNEARNED PREMIUMS
    19,513       20,057  
CHANGE IN OTHER LIABILITIES
    1,854       (1,753 )
FAIR VALUE OF STOCK BASED COMPENSATION
    7,649       6,371  
EXCESS TAX BENEFIT FROM ISSUANCE OF SHARES PURSUANT TO STOCK BASED COMPENSATION PLANS
    (2,902 )     (8,088 )
 
           
NET CASH PROVIDED BY OPERATING ACTIVITIES
    262,144       238,150  
 
           
CASH FLOWS FROM INVESTING ACTIVITIES:
               
PROCEEDS FROM SALES OF INVESTMENTS IN FIXED MATURITIES
    114,212       115,024  
PROCEEDS FROM MATURITY OF INVESTMENTS IN FIXED MATURITIES
    119,214       128,116  
PROCEEDS FROM SALES OF INVESTMENTS IN EQUITY SECURITIES
    199,048       50,384  
COST OF FIXED MATURITIES ACQUIRED
    (479,195 )     (385,073 )
COST OF EQUITY SECURITIES ACQUIRED
    (220,459 )     (122,023 )
PURCHASE OF PROPERTY AND EQUIPMENT
    (2,704 )     (3,465 )
PURCHASE OF INTANGIBLES
    (8,564 )      
 
           
NET CASH USED BY INVESTING ACTIVITIES
    (278,448 )     (217,037 )
 
           
CASH FLOWS FROM FINANCING ACTIVITIES:
               
PROCEEDS FROM EXERCISE OF EMPLOYEE STOCK OPTIONS
    3,835       6,037  
PROCEEDS FROM COLLECTION OF SHAREHOLDER NOTES RECEIVABLE
    2,791       1,302  
PROCEEDS FROM SHARES ISSUED PURSUANT TO STOCK PURCHASE PLANS
    206       1,750  
EXCESS TAX BENEFIT FROM ISSUANCE OF SHARES PURSUANT TO STOCK BASED COMPENSATION PLANS
    2,902       8,088  
COST OF SHARES WITHHELD TO SATSIFY MINIMUM REQUIRED TAX WITHHOLDING OBLIGATION ARISING UPON EXERCISE OF OPTIONS
          (4,676 )
 
           
NET CASH PROVIDED BY FINANCING ACTIVITIES
    9,734       12,501  
 
           
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (6,570 )     33,614  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    108,671       74,385  
 
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 102,101     $ 107,999  
 
           
 
               
NON-CASH TRANSACTIONS:
               
ISSUANCE OF SHARES PURSUANT TO EMPLOYEE STOCK PURCHASE PLANS IN EXCHANGE FOR NOTES RECEIVABLE
  $ 3,450     $ 4,900  
The accompanying notes are an integral part of the consolidated financial statements.

6


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

(Unaudited)
1.   Basis of Presentation
 
    The consolidated financial statements for the quarterly period ended June 30, 2007 are unaudited, but in the opinion of management have been prepared on the same basis as the annual audited consolidated financial statements and reflect all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair statement of the information set forth therein. The results of operations for the six months ended June 30, 2007 are not necessarily indicative of the operating results to be expected for the full year or any other period.
 
    These consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2006.
 
2.   Investments
 
    The carrying amount for the Company’s investments approximates their estimated fair value. The Company measures the fair value of investments based upon quoted market prices or by obtaining quotes from third party broker-dealers. Material assumptions and factors utilized by such broker-dealers in pricing these securities include: future cash flows, constant default rates, recovery rates and any market clearing activity that may have occurred since the prior month-end pricing period. For mortgage and asset-backed securities (“structured securities”) of high credit quality, changes in expected cash flows are recognized using the retrospective method. For structured securities where the possibility of credit loss is other than remote, changes in expected cash flows are recognized on the prospective method over the remaining life of the securities. Cash flow assumptions for structured securities are obtained from a primary market provider of such information. These assumptions represent a market based best estimate of the amount and timing of estimated principal and interest cash flows based on current information and events.
 
    The Company regularly performs impairment reviews with respect to its investments. For investments other than interests in securitized assets, these reviews include identifying any security whose fair value is below its cost and an analysis of securities meeting predetermined impairment thresholds to determine whether such decline is other than temporary. If the Company determines that it does not intend to hold a security to maturity or determines a decline in value to be other than temporary, the cost basis of the security is written down to its fair value with the amount of the write down included in earnings as a realized investment loss in the period the impairment arose. This evaluation resulted in non-cash realized investment losses of $0.1 million and $0.6 million, respectively, for the three months ended June 30, 2007 and 2006, and $2.6 million and $1.3 million, respectively, for the six months ended June 30, 2007 and 2006. The Company’s impairment review also includes an impairment evaluation for interests in securitized assets conducted in accordance with the guidance provided by the Emerging Issues Task Force of the Financial Accounting Standards Board. There were no non-cash realized investment losses recorded for the three or six months ended June 30, 2007 or 2006 as a result of the Company’s impairment evaluation for investments in securitized assets.
 
    The following table identifies the period of time securities with an unrealized loss at June 30, 2007 have continuously been in an unrealized loss position. Included in the amounts displayed in the table are $1,880 of unrealized losses due to non-investment grade fixed maturity securities having a fair value of $1.0 million. No issuer of securities or industry represents more than 1.9% and 22.0%, respectively, of the total estimated fair value, or 3.7% and 33.4%, respectively, of the total gross unrealized loss included in the table below. The industry concentration represents investments in “AAA” rated Mortgage Backed Securities issued by Agencies of the U.S. Government which are collateralized by pools of residential mortgage loans. There are certain risks and uncertainties inherent in the Company’s impairment methodology, including, but not limited to, the financial condition of specific industry sectors and the resultant effect on any such underlying security collateral values and changes in accounting, tax, and/or regulatory requirements which may have an effect on either, or both, the investor and/or the issuer. Should the Company subsequently determine a decline in the fair value below the cost basis to be other than temporary, the security would be written down to its fair value and the difference would be included in earnings as a realized loss for the period such determination was made.

7


 

                                                 
    Less Than 12 Months   12 Months or More   Total
            Unrealized           Unrealized           Unrealized
June 30, 2007   Fair Value   Losses   Fair Value   Losses   Fair Value   Losses
Fixed Maturities Available for Sale   (In Thousands)
U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies
  $ 3,871     $ 18     $ 9,512     $ 182     $ 13,383     $ 200  
Obligations of States and Political Subdivisions
    685,145       12,690       297,259       7,400       982,404       20,090  
Corporate and Bank Debt Securities
    23,528       304       84,907       2,299       108,435       2,603  
Asset Backed Securities
    127,723       1,450       26,291       313       154,014       1,763  
Mortgage Pass-Through Securities
    307,840       8,952       157,250       7,135       465,090       16,087  
Collateralized Mortgage Obligations
    160,761       1,181       112,133       2,536       272,894       3,717  
 
Total Fixed Maturities Available for Sale
  $ 1,308,868     $ 24,595     $ 687,352     $ 19,865     $ 1,996,220     $ 44,460  
 
Equity Securities
    112,242       3,668                   112,242       3,668  
 
Total Investments
  $ 1,421,110     $ 28,263     $ 687,352     $ 19,865     $ 2,108,462     $ 48,128  
 
The Company’s impairment evaluation as of June 30, 2007 for fixed maturities available for sale excluding interests in securitized assets resulted in the following conclusions:
US Treasury Securities and Obligations of U.S. Government Agencies:
The unrealized losses on the Company’s Aaa/AAA rated investments in U.S. Treasury Securities and Obligations of U.S. Government Agencies are attributable to the general level of interest rates. Of the 30 investment positions held, approximately 73.3% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Obligations of States and Political Subdivisions:
The unrealized losses on the Company’s investments in long term tax exempt securities which have ratings of A1/A+ to Aaa/AAA are attributable to the general level of interest rates. Of the 807 investment positions held, approximately 80.1% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Corporate and Bank Debt Securities:
The unrealized losses on the Company’s long term investments in Corporate bonds which have ratings from Baa3/BBB to Aaa/AAA are attributable the general levels of interest rates and prevailing market spreads over U.S. Treasury Securities. Of the 92 investment positions held, the average rating was A2/A and approximately 88.0% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments. Therefore, it is expected that the securities would not be settled at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of June 30, 2007 for interests in securitized assets resulted in the following conclusions:
Asset Backed Securities:
The unrealized losses on the Company’s investments in Asset Backed Securities which have ratings of Aaa/AAA are attributable to the general levels of interest rates and prevailing market spreads over U.S. Treasury Securities. Of the 135 investment positions held, the average rating was Aaa/AAA and

8


 

approximately 67.4% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Mortgage Pass-Through Securities:
The unrealized losses on the Company’s investments in Agency issued Mortgage Pass-Through Securities which have ratings of Aaa/AAA are attributable to the general levels of interest rates and prevailing market spreads over U.S. Treasury Securities. Of the 144 investment positions held, the average rating was Aaa/AAA and approximately 70.1% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Collateralized Mortgage Obligations:
The unrealized losses on the Company’s investments in Collateralized Mortgage Obligations which have ratings of Aa2/AA to Aaa/AAA are attributable to the general levels of interest rates and prevailing market spreads over U.S. Treasury Securities. Of the 171 investment positions held, the average rating was Aaa/AAA and approximately 75.4% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of June 30, 2007 for equity securities resulted in the conclusion that the Company does not consider any of the equity security positions to be other than temporarily impaired. Of the 2,686 investment positions held, approximately 16.1% were in an unrealized loss position.
The following table identifies the period of time securities with an unrealized loss at December 31, 2006 have continuously been in an unrealized loss position. None of the amounts displayed in the table are due to non-investment grade fixed maturity securities. No issuer of securities or industry represents more than 3.5% and 23.6%, respectively, of the total estimated fair value, or 2.8% and 28.7%, respectively, of the total gross unrealized loss included in the table below. The industry concentration represents investments in “AAA” rated mortgage backed securities issued by agencies of the U.S. Government which are collateralized by pools of residential mortgage loans. As previously discussed, there are certain risks and uncertainties inherent in the Company’s impairment methodology, including, but not limited to, the financial condition of specific industry sectors and the resultant effect on any such underlying security collateral values and changes in accounting, tax, and/or regulatory requirements which may have an effect on either, or both, the investor and/or the issuer. Should the Company subsequently determine a decline in the fair value below the cost basis to be other than temporary, the security would be written down to its fair value and the difference would be included in earnings as a realized loss for the period such determination was made.

9


 

                                                 
    Less Than 12 Months   12 Months or More   Total
            Unrealized           Unrealized           Unrealized
December 31, 2006   Fair Value   Losses   Fair Value   Losses   Fair Value   Losses
Fixed Maturities Available for Sale   (In Thousands)
U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies
  $ 1,354     $ 19     $ 12,707     $ 226     $ 14,061     $ 245  
Obligations of States and Political Subdivisions
    164,444       831       321,194       5,020       485,638       5,851  
Corporate and Bank Debt Securities
    28,439       119       96,794       2,574       125,233       2,693  
Asset Backed Securities
    45,478       187       31,654       380       77,132       567  
Mortgage Pass-Through Securities
    109,877       921       174,327       5,026       284,204       5,947  
Collateralized Mortgage Obligations
    72,686       347       109,789       2,440       182,475       2,787  
 
Total Fixed Maturities Available for Sale
  $ 422,278     $ 2,424     $ 746,465     $ 15,666     $ 1,168,743     $ 18,090  
 
Equity Securities
    37,371       2,626                   37,371       2,626  
 
Total Investments
  $ 459,649     $ 5,050     $ 746,465     $ 15,666     $ 1,206,114     $ 20,716  
 
The Company’s impairment evaluation as of December 31, 2006 for fixed maturities available for sale excluding interests in securitized assets resulted in the following conclusions:
US Treasury Securities and Obligations of U.S. Government Agencies:
The unrealized losses on the Company’s Aaa/AAA rated investments in U.S. Treasury Securities and Obligations of U.S. Government Agencies are attributable to interest rate increases. Of the 32 investment positions held, approximately 71.9% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Obligations of States and Political Subdivisions:
The unrealized losses on the Company’s investments in long term tax exempt securities which have ratings of A1/A+ to AAA/Aaa are generally caused by interest rate increases. Of the 736 investment positions held, approximately 49.3% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Corporate and Bank Debt Securities:
The unrealized losses on the Company’s long term investments in Corporate bonds which have ratings from Baa3/BBB to Aaa/AAA are generally caused by interest rate increases. Of the 114 investment positions held, approximately 87.7% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments. Therefore, it is expected that the securities would not be settled at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of December 31, 2006 for interests in securitized assets resulted in the following conclusions:
Asset Backed Securities:
The unrealized losses on the Company’s investments in Asset Backed Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 132 investment positions held, approximately 49.2% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.

10


 

Mortgage Pass-Through Securities:
The unrealized losses on the Company’s investments in Mortgage Pass-Through Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 130 investment positions held, approximately 58.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Collateralized Mortgage Obligations:
The unrealized losses on the Company’s investments in Collateralized Mortgage Obligations which have ratings of Aa2/AA to Aaa/AAA are generally caused by interest rate increases. Of the 155 investment positions held, approximately 66.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
    The Company’s impairment evaluation as of December 31, 2006 for equity securities resulted in the conclusion that the Company does not consider the equity securities to be other than temporarily impaired. Of the 3,555 investment positions held, approximately 14.8% were in an unrealized loss position.
 
3.   Restricted Assets
 
    The Insurance Subsidiaries have investments, principally U.S. Treasury securities, Obligations of U.S. Government Corporations and Agencies and Obligations of States and Political Subdivisions, on deposit with the various states in which they are licensed insurers. As of June 30, 2007 and December 31, 2006, the carrying value of the securities on deposit totaled $15.0 and $15.1 million, respectively.
 
4.   Liability for Unpaid Loss and Loss Adjustment Expenses
 
    The liability for unpaid loss and loss adjustment expenses reflects the Company’s best estimate for future amounts needed to pay losses and related settlement expenses with respect to insured events. The process of establishing the ultimate claims liability is necessarily a complex and imprecise process, requiring the use of informed estimates and judgments using data currently available. The liability includes an amount determined on the basis of claim adjusters’ evaluations with respect to insured events that have occurred and been reported to the Company and an amount for losses incurred that have not yet been reported to the Company. In some cases significant periods of time, up to several years or more, may elapse between the occurrence of an insured loss and the reporting of such to the Company. Estimates for unpaid loss and loss adjustment expenses are based upon management’s assessment of known facts and circumstances, review of past loss experience and settlement patterns and consideration of other internal and external factors. These factors include, but are not limited to, the Company’s growth, changes in the Company’s operations, and legal, social, and economic developments. These estimates are reviewed regularly and any resulting adjustments are made in the accounting period in which the adjustment arose. If the Company’s ultimate losses, net of reinsurance, prove to differ substantially from the amounts recorded as of June 30, 2007, the related adjustments could have a material adverse impact on the Company’s financial condition and results of operations.
 
    During the three months ended June 30, 2007, the Company decreased the estimated net unpaid loss and loss adjustment expenses for accident years 2006 and prior by the following amounts:
         
    Net Decrease  
    (In millions)  
Accident Year 2006
  $ 5.2  
Accident Year 2005
    4.5  
Accident Year 2004
    1.2  
Accident Year 2003 and prior
    9.9  
 
     
Total
  $ 20.8  
 
     
    For accident year 2006, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates for management liability, professional liability and commercial property and

11


 

    automobile coverages due to better than expected case incurred loss development primarily as a result of severity emergence being less than anticipated.
 
    For accident year 2005, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates for professional liability, management liability and commercial general liability coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.
 
    For accident year 2004, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates for commercial general liability coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.
 
    For accident years 2003 and prior, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates across most commercial coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.
 
5.   Shareholders’ Equity
 
    The Philadelphia Consolidated Holding Corp Amended and Restated Employees’ Stock Incentive and Performance Based Compensation Plan (the “Plan”) provides incentives and awards to those employees and members of the Board (“participants”) largely responsible for the long term success of the Company. Under the Plan, the Company issued 433,107 and 949,000 stock settled appreciation rights (“SARS”) during the six months ended June 30, 2007 and the year ended December 31, 2006, respectively. The Company also issued 146,334 and 47,080 shares of restricted stock awards during the six months ended June 30, 2007 and the year ended December 31, 2006, respectively.
 
6.   Earnings Per Share
 
    Earnings per common share have been calculated by dividing net income for the period by the weighted average number of common shares and common share equivalents outstanding during the period. Following is the computation of earnings per share for the three and six months ended June 30, 2007 and 2006, respectively (in thousands, except per share data):
                                 
    As of and For the Three     As of and For the Six  
    Months Ended June 30,     Months Ended June 30,  
    2007     2006     2007     2006  
Weighted-Average Common Shares Outstanding
    70,362       69,775       70,256       69,578  
Weighted-Average Potential Shares Issuable
    3,835       2,722       3,966       2,915  
 
                       
Weighted-Average Shares and Potential Shares Issuable
    74,197       72,497       74,222       72,493  
 
                       
Net Income
  $ 94,401     $ 74,857     $ 160,381     $ 125,178  
 
                       
Basic Earnings per Share
  $ 1.34     $ 1.07     $ 2.28     $ 1.80  
 
                       
Diluted Earnings per Share
  $ 1.27     $ 1.03     $ 2.16     $ 1.73  
 
                       
7.   Income Taxes
 
    On January 1, 2007 the Company adopted FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” As a result of the implementation, no adjustment to the beginning balance of retained earnings was deemed necessary. As of January 1, 2007, the Company’s liability for its unrecognized tax benefits was $0.2 million. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0.2 million. There were no material changes to this amount during the quarter ended June 30, 2007.

12


 

    Interest and penalties accrued for the underpayment of taxes are recorded as a component of income tax expense. The liability for interest and penalties amounted to $1.6 million and $2.1 million as of January 1, 2007 and June 30, 2007, respectively.
 
    The Company and its subsidiaries file Federal and State income tax returns as required, and is subject to Federal and State examinations for tax years 2002 through 2005, and 2003 through 2005, respectively.
 
    The effective tax rate differs from the 35% marginal tax rate principally as a result of tax-exempt interest income, the dividend received deduction and other differences in the recognition of revenues and expenses for tax and financial reporting purposes.
 
8.   Reinsurance
 
    In the normal course of business, the Company has entered into various reinsurance contracts with unrelated reinsurers. The Company participates in such agreements for the purpose of limiting loss exposure and diversifying business. Reinsurance contracts do not relieve the Company from its obligations to policyholders. The effect of reinsurance on premiums written and earned is as follows:
                                 
    For the Three Months Ended     For the Six Months Ended  
    June 30, 2007     June 30, 2007  
(In thousands)   Written     Earned     Written     Earned  
Direct Business
  $ 397,829     $ 394,634     $ 791,360     $ 771,576  
Reinsurance Assumed
    684       865       1,267       1,538  
Reinsurance Ceded
    (59,326 )     (58,184 )     (116,007 )     (117,081 )
 
                       
Net Premiums
  $ 339,187     $ 337,315     $ 676,620     $ 656,033  
 
                       
                                 
    For the Three Months Ended     For the Six Months Ended  
    June 30, 2006     June 30, 2006  
    Written     Earned     Written     Earned  
Direct Business
  $ 340,430     $ 330,746     $ 667,107     $ 647,085  
Reinsurance Assumed
    933       976       2,299       2,264  
Reinsurance Ceded
    (45,111 )     (42,928 )     (85,198 )     (84,009 )
 
                       
Net Premiums
  $ 296,252     $ 288,794     $ 584,208     $ 565,340  
 
                       
9.   Commitments and Contingencies
 
    The Company is subject to routine legal proceedings in connection with its property and casualty insurance business. The Company is not involved in any other pending or threatened legal or administrative proceedings which management believes can reasonably be expected to have a material adverse effect on the Company’s financial condition or results of operations.
 
    Credit Agreement:
 
    Effective June 29, 2007, the Company amended its unsecured Credit Agreement (the “Credit Agreement”) which establishes a revolving credit facility providing for loans to the Company of up to $50.0 million in principal amount outstanding at any one time. The amended Credit Agreement has a maturity date of June 27, 2008 and contains an annual commitment fee of 6.0 basis points per annum on the unused commitments under the Credit Agreement. Each loan under the amended Credit Agreement will bear interest at a per annum rate equal to, at the Company’s option, (i) Libor plus 0.35% or (ii) the higher of the administrative agent and lender’s prime rate and the Federal Funds rate plus 0.50%. As of June 30, 2007, no borrowings have been made by the Company under this Credit Agreement.

13


 

    The Credit Agreement contains various representations, covenants and events of default typical for credit facilities of this type. As of June 30, 2007, the Company was in compliance with all covenants contained in the Credit Agreement.
 
    State Insurance Guaranty Funds:
 
    As of June 30, 2007 and December 31, 2006, included in Other Liabilities in the Consolidated Balance Sheets were $17.0 million and $15.1 million, respectively, of liabilities for state guaranty funds. As of June 30, 2007 and December 31, 2006, included in Other Assets in the Consolidated Balance Sheets were $0.2 million, respectively, of related assets for premium tax offsets or policy surcharges, The related asset is limited to the amount that is determined based upon future premium collections or policy surcharges from policies in force.
 
    State Insurance Facility Assessments:
 
    The Company continually monitors developments with respect to state insurance facilities. The Company is required to participate in various state insurance facilities that provide insurance coverage to individuals or entities that otherwise are unable to purchase such coverage from private insurers. Because of the Company’s participation, it may be exposed to losses that surpass the capitalization of these facilities and/or to assessments from these facilities.
 
    Florida Hurricane Catastrophe Fund
 
    The Company and other insurance companies writing residential property policies in Florida must participate in the Florida Hurricane Catastrophe Fund (“FHCF”). If the FHCF does not have sufficient funds to pay its ultimate reimbursement obligations to participating insurance companies, it has the authority to issue bonds, which are funded by assessments on generally all property and casualty premiums in Florida. By law, these assessments are the obligation of insurance policyholders, which insurance companies must collect. The FHCF assessments are limited to 6% of premiums per year beginning the first year in which reimbursements require bonding, and up to a total of 10% of premiums per year for assessments in the second and subsequent years, if required to fund additional bonding. Upon the order of the Florida Office of Insurance Regulation (“FOIR”), companies are required to collect the FHCF assessments directly from residential property policyholders and remit them to the FHCF as they are collected.
 
    During June 2006, the FOIR approved a 1% emergency assessment effective January 1, 2007 which the Company is required to collect from its policyholders and remit to the FHCF beginning January 1, 2007.
 
10.   Comprehensive Income
 
    Components of comprehensive income, as detailed in the Consolidated Statements of Operations and Comprehensive Income, are net of tax. The related tax effect of Holding Losses arising during the three and six months ended June 30, 2007 and 2006 was $(6.4) million and $(7.2) million, respectively, and $(1.6) million and $(10.4) million, respectively. The related tax effect of Reclassification Adjustments for the three and six months ended June 30, 2007 and 2006 was $(9.8) million and $0.8 million, respectively, and $(10.4) million and $1.0 million, respectively.
 
11.   Segment Information
 
    The Company’s operations are classified into the following three reportable business segments:
    The Commercial Lines Underwriting Group, which has underwriting responsibility for the commercial multi-peril package, commercial automobile, specialty property and inland marine, and antique/collector car insurance products;
 
    The Specialty Lines Underwriting Group, which has underwriting responsibility for the professional and management liability insurance products; and
 
    The Personal Lines Underwriting Group, which has underwriting responsibility for personal property insurance products for the homeowners and manufactured housing market in Florida, and the National Flood Insurance Program for both personal and commercial policyholders.

14


 

Each business segment’s responsibilities include: pricing, managing the risk selection process, and monitoring the loss ratios by product and insured. The reportable segments operate solely within the United States and have not been aggregated.
The segments follow the same accounting policies used for the Company’s consolidated financial statements as described in the summary of significant accounting policies. Management evaluates a segment’s performance based upon premium production and the associated loss experience which includes paid losses, an amount determined on the basis of claim adjusters’ evaluation with respect to insured events that have occurred and an amount for losses incurred that have not been reported. Investments and investment performance including investment income and net realized investment gain; acquisition costs and other underwriting expenses including commissions, premium taxes and other acquisition costs; and other operating expenses are managed at a corporate level by the corporate accounting function in conjunction with other corporate departments and are included in “Corporate”.
Following is a tabulation of business segment information for the three and six months ended June 30, 2007 and 2006. Corporate information is included to reconcile segment data to the consolidated financial statements (in thousands):

15


 

                                         
    Three Months Ended June 30,
    Commercial   Specialty   Personal        
    Lines   Lines   Lines   Corporate   Total
     
2007:
                                       
Gross Written Premiums
  $ 321,908     $ 59,963     $ 16,642           $ 398,513  
     
Net Written Premiums
  $ 293,543     $ 49,337     $ (3,693 )         $ 339,187  
     
Revenue:
                                       
Net Earned Premiums
  $ 286,642     $ 47,811     $ 2,862           $ 337,315  
Net Investment Income
                      28,522       28,522  
Net Realized Investment Gain
                      28,064       28,064  
Other Income
                630       220       850  
     
Total Revenue
    286,642       47,811       3,492       56,806       394,751  
     
 
                                       
Losses and Expenses:
                                       
Net Loss and Loss Adjustment Expenses
    123,238       24,024       1,327             148,589  
Acquisition Costs and Other Underwriting Expenses
                      101,746       101,746  
Other Operating Expenses
                357       2,624       2,981  
     
Total Losses and Expenses
    123,238       24,024       1,684       104,370       253,316  
     
 
                                       
Income Before Income Taxes
    163,404       23,787       1,808       (47,564 )     141,435  
 
                                       
Total Income Tax Expense
                      47,034       47,034  
     
 
                                       
Net Income
  $ 163,404     $ 23,787     $ 1,808     $ (94,598 )   $ 94,401  
     
 
                                       
Total Assets
              $ 107,019     $ 3,647,930     $ 3,754,949  
     
 
                                       
2006:
                                       
     
Gross Written Premiums
  $ 265,185     $ 53,736     $ 22,443           $ 341,364  
     
Net Written Premiums
  $ 247,660     $ 43,792     $ 4,800           $ 296,252  
     
Revenue:
                                       
Net Earned Premiums
  $ 235,598     $ 43,507     $ 9,689           $ 288,794  
Net Investment Income
                      21,677       21,677  
Net Realized Investment Loss
                      (2,412 )     (2,412 )
Other Income
                342       75       417  
     
Total Revenue
    235,598       43,507       10,031       19,340       308,476  
     
 
                                       
Losses and Expenses:
                                       
Net Loss and Loss Adjustment Expenses
    84,374       21,376       3,005             108,755  
Acquisition Costs and Other Underwriting Expenses
                      85,337       85,337  
Other Operating Expenses
                266       2,682       2,948  
     
Total Losses and Expenses
    84,374       21,376       3,271       88,019       197,040  
     
 
                                       
Income Before Income Taxes
    151,224       22,131       6,760       (68,679 )     111,436  
 
                                       
Total Income Tax Expense
                      36,579       36,579  
     
 
                                       
Net Income
  $ 151,224     $ 22,131     $ 6,760     $ (105,258 )   $ 74,857  
     
 
                                       
Total Assets
              $ 158,213     $ 2,894,915     $ 3,053,128  
     

16


 

                                         
    Six Months Ended June 30,
    Commercial   Specialty   Personal        
    Lines   Lines   Lines   Corporate   Total
     
2007:
                                       
Gross Written Premiums
  $ 633,277     $ 120,705     $ 38,645           $ 792,627  
     
Net Written Premiums
  $ 578,965     $ 99,897     $ (2,242 )         $ 676,620  
     
Revenue:
                                       
Net Earned Premiums
  $ 558,547     $ 93,293     $ 4,193           $ 656,033  
Net Investment Income
                      55,495       55,495  
Net Realized Investment Gain
                      29,821       29,821  
Other Income
                1,448       232       1,680  
     
Total Revenue
    558,547       93,293       5,641       85,548       743,029  
     
 
                                       
Losses and Expenses:
                                       
Net Loss and Loss Adjustment Expenses
    238,706       54,800       5,588             299,094  
Acquisition Costs and Other Underwriting Expenses
                      198,650       198,650  
Other Operating Expenses
                796       5,340       6,136  
     
Total Losses and Expenses
    238,706       54,800       6,384       203,990       503,880  
     
 
                                       
Income Before Income Taxes
    319,841       38,493       (743 )     (118,442 )     239,149  
 
                                       
Total Income Tax Expense
                      78,768       78,768  
     
 
                                       
Net Income
  $ 319,841     $ 38,493     $ (743 )   $ (197,210 )   $ 160,381  
     
 
                                       
Total Assets
              $ 107,019     $ 3,647,930     $ 3,754,949  
     
 
                                       
2006:
                                       
Gross Written Premiums
  $ 508,292     $ 111,804     $ 49,310           $ 669,406  
     
Net Written Premiums
  $ 475,778     $ 89,220     $ 19,210           $ 584,208  
     
Revenue:
                                       
Net Earned Premiums
  $ 459,969     $ 83,434     $ 21,937           $ 565,340  
Net Investment Income
                      41,739       41,739  
Net Realized Investment Loss
                      (2,806 )     (2,806 )
Other Income
                782       126       908  
     
Total Revenue
    459,969       83,434       22,719       39,059       605,181  
     
 
                                       
Losses and Expenses:
                                       
Net Loss and Loss Adjustment Expenses
    195,172       48,195       9,053             252,420  
Acquisition Costs and Other Underwriting Expenses
                      162,354       162,354  
Other Operating Expenses
                514       4,766       5,280  
     
Total Losses and Expenses
    195,172       48,195       9,567       167,120       420,054  
     
 
                                       
Income Before Income Taxes
    264,797       35,239       13,152       (128,061 )     185,127  
 
                                       
Total Income Tax Expense
                      59,949       59,949  
     
 
                                       
Net Income
  $ 264,797     $ 35,239     $ 13,152     $ (188,010 )   $ 125,178  
     
 
                                       
Total Assets
              $ 158,213     $ 2,894,915     $ 3,053,128  
     

17


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Information
Certain information included in this report and other statements or materials published or to be published by the Company are not historical facts but are forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new and existing products, expectations for market segment and growth, and similar matters. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary remarks regarding important factors which, among others, could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. The risks and uncertainties that may affect the operations, performance, development, results of the Company’s business, and the other matters referred to below include, but are not limited to those matters referred to under the caption “General”, below. The Company does not intend to publicly update any forward looking statement, except as may be required by law.
General
Although the Company’s financial performance is dependent upon its own specific business characteristics, certain risk factors can affect the profitability and/or the financial condition of the Company. These include, but are not limited to the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
These risk factors should be read in conjunction with the Certain Critical Accounting Estimates and Judgments included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Critical Accounting Estimates
The preparation of the Company’s financial statements and related disclosures in conformity with generally accepted accounting principles, or GAAP, requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and on various other factors that the Company believes are reasonable under the circumstances. Accounting policies and estimates are periodically reviewed and adjustments are made when facts and circumstances dictate. Critical accounting policies that are affected by accounting estimates include:
    Investments – fair value;
 
    Other than temporary impairments;
 
    Liability for unpaid loss and loss adjustment expenses;
 
    Reinsurance receivables;
 
    Liability for preferred agent profit sharing; and
 
    Share-based compensation expense.
Such accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of the Consolidated Financial Statements. Actual results could differ materially from these estimates. For a discussion of how these estimates and other factors may affect the Company’s business, see the Risk Factors set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

18


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
Results of Operations (Six Months ended June 30, 2007 vs. June 30, 2006)
          Premiums: Premium information for the six months ended June 30, 2007 vs. June 30, 2006 for the Company’s business segments is as follows (dollars in millions):
                                 
    Commercial Lines   Specialty Lines   Personal Lines   Total
2007 Gross Written Premiums
  $ 633.3     $ 120.7     $ 38.6     $ 792.6  
2006 Gross Written Premiums
  $ 508.3     $ 111.8     $ 49.3     $ 669.4  
Percentage Increase (Decrease)
    24.6 %     8.0 %     (21.7 )%     18.4 %
 
                               
2007 Gross Earned Premiums
  $ 613.2     $ 115.2     $ 44.7     $ 773.1  
2006 Gross Earned Premiums
  $ 493.5     $ 104.6     $ 51.2     $ 649.3  
Percentage Increase (Decrease)
    24.3 %     10.1 %     (12.7 )%     19.1 %
The overall growth in gross written premiums is primarily attributable to the following:
    Prospecting efforts by marketing personnel in conjunction with long term relationships formed by the Company’s marketing Regional Vice Presidents continue to result in additional prospects and increased premium writings in existing product offerings, most notably for the Company’s condominium and homeowners associations, non-profit, religious organizations, real estate, specialty schools, and golf and country clubs commercial package product lines, as well as the inland marine specialty property product line. These product offerings accounted for approximately $85.8 million of the $125.0 million total commercial lines segment gross written premiums increase.
 
    The introduction of several new niche product offerings, most notably the antique/collector vehicle product, professional sports and entertainment commercial package product, and the camp operators product. These new product offerings accounted for approximately $30.7 million of the $125.0 million total commercial lines segment gross written premiums increase.
 
    An increase in the Company’s marketing personnel as well as an increase in the number of preferred agents.
 
    The introduction of a Company branded agent program to promote the Company’s product offerings and underwriting philosophy in producers’ offices through regional marketing meetings.
 
    As a result of the factors noted above:
  §   The commercial lines segment in-force policy counts increased by 60.4% for the six months ended June 30, 2007 compared to 17.3% for the six months ended June 30, 2006. The introduction of the antique/collector vehicle program accounted for 93.4% of the 60.4% total policy count increase for the period. The other factors discussed above accounted for the remaining 6.6% increase in the policy counts for the period.
 
  §   The specialty lines segment in-force policy counts increased by 14.2% for the six months ended June 30, 2007 compared to 7.9% for the six months ended June 30, 2006.
The growth in gross written premiums was partially offset by:
    A decrease in the renewal retention percentage of the personal lines segment to 73.9% for the six months ended June 30, 2007 compared to 92.7% renewal retention percentage for the six months ended June 30, 2006. The decrease in the renewal retention is primarily attributable to the implementation of rate increases effective September 1, 2006, resulting in part from higher reinsurance costs.

19


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
    Restriction of personal lines business production due to the significant increase in catastrophe reinsurance rates and restricted availability of reinsurance catastrophe coverage experienced at the June 1, 2006 catastrophe reinsurance program renewal. This restriction included non-renewing all homeowners and rental dwelling policies providing windstorm coverage which expire after June 14, 2007. Pending the outcome of the Company’s mandatory rate filing with the Florida Department of Insurance, the Company intends to continue this action on such expiring policies until December 31, 2007. The mandatory rate filing seeks to increase existing premium rates to reflect the actual reinsurance costs incurred by the Company in its June 1, 2007 reinsurance renewal, as well as other factors. As of June 30, 2007, there were approximately 8,900 such homeowners policies with an aggregate in-force premium of approximately $18.4 million which expire before January 1, 2008, and approximately 1,200 such rental dwelling policies with an aggregate in-force premium of approximately $1.5 million which expire before January 1, 2008.
 
    A decrease in in-force policy counts for the personal lines segment of 28.3%, resulting from a decrease to the in-force counts for the homeowners product and the mobile homeowners product of 31.4% and 14.9%, respectively, due to the factors noted above.
 
    A decrease in the lawyers professional liability gross written premium of $7.9 million as a result of non-renewing policies due to unacceptable underwriting results. For the six months ended June 30, 2007, gross written premium for the lawyers professional liability product was $0.1 million. The Company anticipates that it will continue to non-renew its remaining lawyers professional liability business throughout 2007, which approximated $3.8 million of gross written premium for the six months ended December 31, 2006.
 
    Continued price competition during the six months ended June 30, 2007, particularly with respect to the following:
  §   Large commercial property-driven accounts located in the non-coastal areas of the country;
 
  §   Commercial package business with annual premiums in excess of $100,000;
 
  §   Professional liability accounts at all premium levels; and
 
  §   Personal lines homeowners policies for homes located in Florida, due to implemented rate increases and recent changes in the regulatory environment.
The Company believes its marketing strategy is a strength in that it provides the flexibility to quickly deploy its marketing efforts from soft market segments to market segments with emerging opportunities. However, the Company will “walk away,” if necessary, from writing business that does not meet its established underwriting standards and pricing guidelines.
    Realized average rate decreases on renewal business approximating 1.6% and 0.4% for the specialty lines and commercial lines segments, respectively.
The respective net written premiums and net earned premiums for commercial lines, specialty lines and personal lines segments for the six months ended June 30, 2007 vs. June 30, 2006, were as follows (dollars in millions):
                                 
    Commercial Lines   Specialty Lines   Personal Lines   Total
2007 Net Written Premiums
  $ 578.9     $ 99.9     $ (2.2 )   $ 676.6  
2006 Net Written Premiums
  $ 475.8     $ 89.2     $ 19.2     $ 584.2  
Percentage Increase (Decrease)
    21.7 %     12.0 %     (111.5 )%     15.8 %
 
                               
2007 Net Earned Premiums
  $ 558.5     $ 93.3     $ 4.2     $ 656.0  
2006 Net Earned Premiums
  $ 460.0     $ 83.4     $ 21.9     $ 565.3  
Percentage Increase (Decrease)
    21.4 %     11.9 %     (80.8 )%     16.0 %

20


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
The differing percentage changes in net written premiums and/or net earned premiums versus gross written premiums and/or gross earned premiums for the commercial lines, specialty lines and personal lines segments during the period results primarily from the following:
    The Company experienced higher property catastrophe reinsurance rates, increased catastrophe loss retentions, and decreased catastrophe coverage limits for its annual June 1, 2006 reinsurance renewal compared to the June 1, 2005 renewal. This resulted in increased property catastrophe costs for the six month period ended June 30, 2007, compared to the six month period ended June 30, 2006. For the June 1, 2007 commercial lines segment property catastrophe reinsurance renewal, the Company experienced lower reinsurance rates, purchased increased catastrophe limits due to higher exposures primarily in the Northeast part of the country, and maintained the same catastrophe loss retention compared to the June 1, 2006 renewal. For the June 1, 2007 personal lines segment property catastrophe reinsurance renewal, the Company experienced reduced reinsurance rates, a lower catastrophe loss retention and purchased decreased catastrophe coverage limits due to lower exposures, compared to the June 1, 2006 renewal. The Company’s property catastrophe reinsurance coverage effective June 1, 2007 through May 31, 2008 is as follows:
  §   For its commercial lines segment property catastrophe program:
  o   The Company’s open-market catastrophe reinsurance coverage is $245 million in excess of a $10.0 million per occurrence retention. The open-market catastrophe program (coverage provided by large reinsurers that are rated at least “A –” (Excellent) by A.M. Best Company) includes one mandatory reinstatement.
 
  o   A reinstatement premium protection contract for the First and Second Excess Layers of the commercial lines segment open-market catastrophe contract was also purchased, effective June 1, 2007, providing coverage for reinstatement premium which the Company may become liable to pay as a result of loss occurrence between $10.0 million and $50.0 million on the First and Second Excess Layers of the commercial lines segment open-market catastrophe reinsurance program.
  §   For its personal lines segment property catastrophe program:
  o   The Company’s reinsurance coverage is approximately $121.0 million in excess of a $3.5 million per occurrence retention. Of this total amount, the Florida Hurricane Catastrophe Fund (“FHCF”) provides on an aggregate basis for Liberty American Select Insurance Company and Liberty American Insurance Company, 90% coverage for approximately $78.3 million in excess of $15.4 million. The FHCF coverage inures to the benefit of the Company’s open-market catastrophe program. The coverage provided by the open-market catastrophe program (large reinsurers that are rated at least “A –” (Excellent) by A.M. Best Company) includes one mandatory reinstatement, but the FHCF coverage does not reinstate. Since the FHCF reimbursement coverage cannot be reinstated, the Company’s open-market program is structured such that catastrophe reinsurance coverage in excess of the FHCF coverage will “drop down” and fill in any portion of the FHCF which has been utilized.
 
  o   Reinstatement premium protection contracts for the First, Second and Third Excess Layers of its personal lines open-market catastrophe reinsurance contracts were purchased, effective June 1, 2007, providing coverage for reinstatement premium which the Company may become liable to pay as a result of loss occurrences between $3.5 million and $24.0 million on the First, Second and Third Excess Layers of the personal lines segment open-market catastrophe reinsurance program.

21


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
    The Company experienced rate decreases on its annual January 1, 2007 renewals of its casualty excess of loss and property excess of loss reinsurance agreements compared to the rates on its January 1, 2006 renewals of these agreements.
 
    Certain of the Company’s reinsurance contracts have reinstatement or additional premium provisions under which the Company must pay reinstatement or additional reinsurance premiums to reinstate coverage provisions after utilization of initial reinsurance coverage. As of June 30, 2007 and 2006, the Company accrued $1.9 million ($0.8 million for the commercial lines segment and $1.1 million for the specialty lines segment) and $3.2 million ($1.3 million for the commercial lines segment and $1.9 million for the specialty lines segment) respectively, of reinstatement or additional reinsurance premium under its casualty excess of loss reinsurance treaties, as a result of changes in ultimate loss estimates. The reinstatement premium increased ceded written and earned premiums and reduced net written and earned premiums.
 
    Effective for the two-year period beginning March 1, 2007, the Company purchased Terrorism Catastrophe Excess of Loss reinsurance coverage for its Commercial Lines segment which provides, on an annual basis, in the aggregate, $50.0 million of coverage for losses arising from acts of terrorism incurred in excess of $10.0 million, after all applicable inuring reinsurance coverages. The agreement providing this coverage allows one reinstatement on an annual basis at the same cost as the initial coverage. The Company did not purchase similar reinsurance coverage in the prior period.
          Net Investment Income: Net investment income approximated $55.5 million for the six months ended June 30, 2007 and $41.7 million for the same period of 2006. Total investments grew to $2,725.5 million as of June 30, 2007 from $2,132.9 million as of June 30, 2006. The growth in investment income is primarily due to increased investments, which arose from investing net cash flows provided from operating activities, during a period in which the Company increased the average duration of its fixed income portfolio. The Company’s average duration of its fixed income portfolio was 4.7 years and 4.1 years as of June 30, 2007 and June 30, 2006, respectively. The decision to increase the average duration of the fixed maturity portfolio was based upon enterprise risk management analyses completed during 2006. The analyses indicated the capacity to further refine the risk/return profile of the investment portfolio. Based upon the analyses, the following actions were implemented:
    The portfolio duration target was increased;
 
    The targeted percentage of the fixed maturity portfolio allocated to municipal security investments was increased; and
 
    The targeted percentage of the investment portfolio allocated to common stock investments was increased.
The Company’s taxable equivalent book yield on its fixed income holdings approximated 5.5% as of June 30, 2007, compared to 5.1% as of June 30, 2006.
          The total pre-tax return, which includes the effects of both income and price returns on securities, of the Company’s fixed income portfolio was 0.77% and 0.53% for the six months ended June 30, 2007 and 2006, respectively, compared to the Lehman Brothers Intermediate Aggregate Bond Index (“the Index”) total return of 1.22% and (0.13)% for the same periods, respectively. The Company expects some variation in its portfolio’s total return compared to the Index because of the differing sector, security and duration composition of its portfolio, as compared to the Index.
          Net Realized Investment Gain (Loss): Net realized investment gains (losses) were $29.8 million for the six months ended June 30, 2007 and $(2.8) million for the same period in 2006. The Company realized net investment gains of $0.1 million and $32.3 million from the sale of fixed maturity and equity securities, respectively, for the six months ended June 30, 2007, and $0.5 million and $2.1 million in non-cash realized investment losses for fixed maturity and equity securities, respectively, as a result of the Company’s impairment evaluation. The $32.3 million net realized gains from the sale of equity securities included approximately $22.2 million of net realized gains as a result of the liquidation of one of the Company’s equity portfolios following the Company’s decision to change one of its common stock investment managers.

22


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
The Company realized net investment losses of $1.3 million and $0.2 million from the sale of fixed maturity and equity securities, respectively, for the six months ended June 30, 2006, and $0.1 million and $1.2 million in non-cash realized investment losses for fixed maturity and equity securities, respectively, as a result of the Company’s impairment evaluation.
          Other Income: Other income was $1.7 million and $0.9 million for the six months ended June 30, 2007 and 2006, respectively. Other income consists primarily of commissions and fees earned on servicing and brokering personal lines business, and to a lesser extent commissions earned on brokered commercial lines business.
          Net Loss and Loss Adjustment Expenses: Net loss and loss adjustment expenses increased $46.7 million (18.5%) to $299.1 million for the six months ended June 30, 2007 from $252.4 million for the same period of 2006, and the loss ratio increased to 45.6% in 2007 from 44.6% in 2006.
The increase in net loss and loss adjustment expenses was primarily due to:
    The growth in net earned premiums.
 
    Net reserve actions taken during the six months ended June 30, 2007 whereby net estimated unpaid loss and loss adjustment expenses for accident years 2006 and prior were decreased by $33.7 million as compared to net reserve actions taken during the six months ended June 30, 2006 whereby the estimated net unpaid loss and loss adjustment expenses for accident years 2005 and prior were decreased by $35.6 million. Changes in the estimated net unpaid loss and loss adjustment expenses by accident year during the six months ended June 30, 2007 are as follows:
         
    Net Decrease  
    (In millions)  
Accident Year 2006
  $ 12.2  
Accident Year 2005
    9.4  
Accident Year 2004
    4.2  
Accident Years 2003 and prior
    7.9  
 
     
Total
  $ 33.7  
 
     
For accident year 2006, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates for commercial property and automobile coverages and management and professional liability coverages due to better than expected case incurred loss development primarily as a result of severity emergence being less than anticipated.
For accident year 2005, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates for most commercial coverages and management and professional liability coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.
For accident year 2004, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates for commercial general liability and automobile rental/leasing coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.
For accident years 2003 and prior, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates across management and professional liability coverages and most commercial coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.

23


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
Establishing loss reserve estimates is a necessarily complex and imprecise process. The Company’s methodology is to employ several generally accepted actuarial methods to determine net unpaid loss and loss adjustment expenses. Over time, more reliance is placed on actuarial methods based on actual loss development, and accordingly, over time, less reliance is placed on actuarial methods based on expected loss development.
These increases to the net loss and loss adjustment expenses incurred were offset in part by:
    A lower current accident year net ultimate loss and loss adjustment expense ratio for the six months ended June 30, 2007, compared to the same period in 2006. During the six months ended June 30, 2007, a net ultimate loss and loss adjustment expense ratio estimate of 50.7% was recorded for the 2007 accident year. During the six months ended June 30, 2006, a net ultimate loss and loss adjustment expense ratio estimate of 51.0% was recorded for the 2006 accident year.
          Acquisition Costs and Other Underwriting Expenses: Acquisition costs and other underwriting expenses increased $36.3 million (22.4%) to $198.7 million for the six months ended June 30, 2007 from $162.4 million for the same period of 2006, and the expense ratio increased to 30.3% in 2007 from 28.7% in 2006. The increase in acquisition costs and other underwriting expenses was due primarily to:
    The growth in net earned premiums
The increase in the expense ratio for the six months ended June 30, 2007 was due primarily to:
    Higher property catastrophe reinsurance costs experienced by the Company for its annual June 1, 2006 reinsurance renewal. This resulted in higher ceded earned premiums and lower net earned premiums without a corresponding decrease in acquisition and other underwriting expenses for the six months ended June 30, 2007, compared to the six months ended June 30, 2006, which contributed to the increase in the expense ratio.
 
    A $1.5 million change in net charges related to assessments from Florida Citizen’s Property Insurance Corporation (“Citizens”). During the six months ended June 30, 2007 the Company recognized a net reduction to expense of $1.2 million, compared to a net reduction to expense of $2.7 million for the six months ended June 30, 2006 related to Citizens assessments.
These increases were offset in part by a decrease in guaranty fund assessments.
          Other Operating Expenses: Other operating expenses increased $0.8 million to $6.1 million for the six months ended June 30, 2007 from $5.3 million for the same period of 2006.
          Income Tax Expense: The Company’s effective tax rate for the six months ended June 30, 2007 and 2006 was 32.9% and 32.4%, respectively. The effective rates differed from the 35% statutory rate principally due to investments in tax-exempt securities and the relative proportion of tax-exempt income to total income before tax.
Results of Operations (Three Months ended June 30, 2007 vs. June 30, 2006)
          Premiums: Premium information for the three months ended June 30, 2007 vs. June 30, 2006 for the Company’s business segments is as follows (dollars in millions):

24


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
                                 
    Commercial Lines   Specialty Lines   Personal Lines   Total
2007 Gross Written Premiums
  $ 321.9     $ 60.0     $ 16.6     $ 398.5  
2006 Gross Written Premiums
  $ 265.3     $ 53.7     $ 22.4     $ 341.4  
Percentage Increase (Decrease)
    21.3 %     11.7 %     (25.9 )%     16.7 %
 
                               
2007 Gross Earned Premiums
  $ 315.5     $ 58.4     $ 21.6     $ 395.5  
2006 Gross Earned Premiums
  $ 252.8     $ 53.1     $ 25.8     $ 331.7  
Percentage Increase (Decrease)
    24.8 %     10.0 %     (16.3 )%     19.2 %
The overall growth in gross written premiums is primarily attributable to the following:
    Prospecting efforts by marketing personnel in conjunction with long term relationships formed by the Company’s marketing Regional Vice Presidents continue to result in additional prospects and increased premium writings in existing product offerings, most notably for the Company’s condominium and homeowners associations, non-profit, religious organizations, real estate, specialty schools, and golf and country clubs commercial package product lines as well as the inland marine specialty property product line. These product offerings accounted for approximately $38.3 million of the $56.6 million total commercial lines segment gross written premiums increase.
 
    The introduction of several new niche product offerings, most notably the antique/collector vehicle product, professional sports and entertainment commercial package product, and the camp operators product. These new product offerings accounted for approximately $18.0 million of the $56.6 million total commercial lines segment gross written premiums increase.
 
    An increase in the Company’s marketing personnel, as well as an increase in the number of preferred agents.
 
    The introduction of a Company branded agent program to promote the Company’s product offerings and underwriting philosophy in producers’ offices through regional marketing meetings.
 
    As a result of the factors noted above:
  §   The commercial lines segment in-force policy counts increased by 30.2% for the three months ended June 30, 2007 compared to 7.0% for the three months ended June 30, 2006. The introduction of the antique/collector vehicle program accounted for 93.5% of the 30.2% total policy count increase for the period. The other factors discussed above accounted for the remaining 6.5% increase in the policy counts for the period.
 
  §   The specialty lines segment in-force policy counts increased by 11.0% for the three months ended June 30, 2007, compared to 4.0% for the three months ended June 30, 2006.
The growth in gross written premiums was partially offset by:
    A decrease in the renewal retention percentage of the personal lines segment to 67.2% for the three months ended June 30, 2007, compared to 92.7% renewal retention percentage for the three months ended June 30, 2006. The decrease in the renewal retention is primarily attributable to the implementation of rate increases effective September 1, 2006, resulting in part from higher reinsurance costs.
 
    Restriction of personal lines business production due to the significant increase in catastrophe reinsurance rates and restricted availability of reinsurance catastrophe coverage experienced at the June 1, 2006 catastrophe reinsurance program renewal. This restriction included non-renewing all homeowners and rental dwelling policies providing windstorm coverage which expire after June 14, 2007. Pending the

25


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
      outcome of the Company’s mandatory rate filing with the Florida Department of Insurance, the Company intends to continue this action on such expiring policies until December 31, 2007. The mandatory rate filing seeks to increase existing premium rates to reflect the actual reinsurance costs incurred by the Company in its June 1, 2007 reinsurance renewal, as well as other factors. As of June 30, 2007, there were approximately 8,900 such homeowners policies with an aggregate in-force premium of approximately $18.4 million which expire before January 1, 2008, and approximately 1,200 such rental dwelling policies with an aggregate in-force premium of approximately $1.5 million which expire before January 1, 2008.
 
    A decrease in in-force policy counts for the personal lines segment of 28.2%, resulting from a decrease to the in-force counts for the mobile homeowner’s product and the homeowner’s product of 50.9% and 47.4%, respectively, due to the factors noted above.
 
    A decrease in the lawyer’s professional liability gross written premium of $3.4 million as a result of non-renewing policies due to unacceptable underwriting results. For the three months ended June 30, 2007, gross written premium for the lawyer’s professional liability product was $0.1 million. The Company anticipates that it will continue to non-renew its remaining lawyers professional liability business throughout 2007, which approximated $3.8 million of gross written premium for the six months ended December 31, 2006.
 
    Continued price competition during the three months ended June 30, 2007, particularly with respect to the following:
  §   Large commercial property-driven accounts located in the non-coastal areas of the country;
 
  §   Commercial package business with annual premiums in excess of $100,000;
 
  §   Professional liability accounts at all premium levels; and
 
  §   Personal lines homeowners policies for homes located in Florida, due to implemented rate increases and recent changes in the regulatory environment.
The Company believes its marketing strategy is a strength in that it provides the flexibility to quickly deploy its marketing efforts from soft market segments to market segments with emerging opportunities. However, the Company will “walk away,” if necessary, from writing business that does not meet its established underwriting standards and pricing guidelines.
    Realized average rate decreases on renewal business approximating 1.8% and 0.7% for the specialty lines and commercial lines segments, respectively.
The respective net written premiums and net earned premiums for commercial lines, specialty lines and personal lines segments for the three months ended June 30, 2007 vs. June 30, 2006, were as follows (dollars in millions):
                                 
    Commercial Lines   Specialty Lines   Personal Lines   Total
2007 Net Written Premiums
  $ 293.6     $ 49.3     $ (3.7 )   $ 339.2  
2006 Net Written Premiums
  $ 247.7     $ 43.8     $ 4.8     $ 296.3  
Percentage Increase (Decrease)
    18.5 %     12.6 %     (177.1 )%     14.5 %
 
                               
2007 Net Earned Premiums
  $ 286.6     $ 47.8     $ 2.9     $ 337.3  
2006 Net Earned Premiums
  $ 235.6     $ 43.5     $ 9.7     $ 288.8  
Percentage Increase (Decrease)
    21.6 %     9.9 %     (70.1 )%     16.8 %
The differing percentage changes in net written premiums and/or net earned premiums versus gross written premiums and/or gross earned premiums for the commercial lines, specialty lines and personal lines segments during the period results primarily from the following:

26


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
    The Company experienced higher property catastrophe reinsurance rates, increased catastrophe loss retentions, and decreased catastrophe coverage limits for its annual June 1, 2006 reinsurance renewal compared to the June 1, 2005 renewal. This resulted in increased property catastrophe costs for the three month period ended June 30, 2007, compared to the three month period ended June 30, 2006. For the June 1, 2007 commercial lines segment property catastrophe reinsurance renewal, the Company experienced lower reinsurance rates, but purchased increased catastrophe limits due to higher exposures primarily in the Northeast part of the country, and maintained the same catastrophe loss retentions compared to the June 1, 2006 renewal. For the June 1, 2007 personal lines segment property catastrophe reinsurance renewal, the Company experienced reduced reinsurance rates, a lower catastrophe loss retention and purchased decreased catastrophe coverage limits due to lower exposures, compared to the June 1, 2006 renewal.
 
    The Company experienced rate decreases on its annual January 1, 2007 renewals of its casualty excess of loss and property excess of loss reinsurance agreements compared to the rates on its January 1, 2006 renewals of these treaties.
 
    Effective for the two-year period beginning March 1, 2007, the Company purchased Terrorism Catastrophe Excess of Loss reinsurance coverage for its Commercial Lines segment which provides, on an annual basis, in the aggregate, $50.0 million of coverage for losses arising from acts of terrorism incurred in excess of $10.0 million, after all applicable inuring reinsurance coverages. The agreement providing this coverage allows one reinstatement on an annual basis at the same cost as the initial coverage. The Company did not purchase similar reinsurance coverage in the prior period.
          Net Investment Income: Net investment income approximated $28.5 million for the three months ended June 30, 2007 and $21.7 million for the same period of 2006. Total investments grew to $2,725.5 million as of June 30, 2007 from $2,132.9 million as of June 30, 2006. The growth in investment income is primarily due to increased investments which arose from investing net cash flows provided from operating activities, during a period in which the Company increased the average duration of its fixed income portfolio. The Company’s average duration of its fixed income portfolio was 4.7 years and 4.1 years as of June 30, 2007 and June 30, 2006, respectively. The decision to increase the average duration of the fixed maturity portfolio was based upon enterprise risk management analyses completed during 2006. The analyses indicated the capacity to further refine the risk/return profile of the investment portfolio. Based upon the analyses, the following actions were implemented:
    The portfolio duration target was increased;
 
    The targeted percentage of the fixed maturity portfolio allocated to municipal security investments was increased; and
 
    The targeted percentage of the investment portfolio allocated to common stock investments was increased.
The Company’s taxable equivalent book yield on its fixed income holdings approximated 5.5% as of June 30, 2007, compared to 5.1% as of June 30, 2006.
          The total pre-tax return, which includes the effects of both income and price returns on securities, of the Company’s fixed income portfolio was (0.43)% and 0.48% for the three months ended June 30, 2007 and 2006, respectively, compared to the Lehman Brothers Intermediate Aggregate Bond Index (“the Index”) total return of (0.35)% and 0.12% for the same periods, respectively. The Company expects some variation in its portfolio’s total return compared to the Index because of the differing sector, security and duration composition of its portfolio as compared to the Index.
          Net Realized Investment Gain (Loss): Net realized investment gains (losses) were $28.1 million for the three months ended June 30, 2007 and $(2.4) million for the same period in 2006. The Company realized net investment gains of $0.2 million and $28.0 million from the sale of fixed maturity and equity securities, respectively, for the three months ended June 30, 2007, and $0.0 million and $0.1 million in non-cash realized investment losses for fixed maturity and equity securities, respectively, as a result of the Company’s impairment evaluation. The $28.0 million net realized gains from the sale of equity securities included approximately $22.2

27


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
million of net realized gains as a result of the liquidation of one of the Company’s equity portfolios following the Company’s decision to change one of its common stock investment managers.
The Company realized net investment losses of $0.6 million and $1.2 million from the sale of fixed maturity and equity securities, respectively, for the three months ended June 30, 2006, and $0.1 million and $0.5 million in non-cash realized investment losses for fixed maturity and equity securities, respectively, as a result of the Company’s impairment evaluation.
          Other Income: Other income approximated $0.9 million and $0.4 million for the three months ended June 30, 2007 and 2006, respectively. Other income consists primarily of commissions and fees earned on servicing and brokering personal lines business, and to a lesser extent commissions earned on brokered commercial lines business.
          Net Loss and Loss Adjustment Expenses: Net loss and loss adjustment expenses increased $39.8 million (36.6%) to $148.6 million for the three months ended June 30, 2007 from $108.8 million for the same period of 2006 and the loss ratio increased to 44.1% in 2007 from 37.7% in 2006.
The increase in net loss and loss adjustment expenses was primarily due to:
    The growth in net earned premiums.
 
    A higher current accident year net ultimate loss and loss adjustment expense ratio for the three months ended June 30, 2007, compared to the same period in 2006. During the three months ended June 30, 2007, a net ultimate loss and loss adjustment expense ratio estimate of 50.2% was recorded for the 2007 accident year. During the three months ended June 30, 2006, a net ultimate loss and loss adjustment expense ratio estimate of 50.0% was recorded for the 2006 accident year.
 
    Net reserve actions taken during the three months ended June 30, 2007 whereby net estimated unpaid loss and loss adjustment expenses for accident years 2006 and prior were decreased by $20.8 million as compared to net reserve actions taken during the three months ended June 30, 2006 whereby the estimated net unpaid loss and loss adjustment expenses for accident years 2005 and prior were decreased by $35.7 million. Changes in the estimated net unpaid loss and loss adjustment expenses by accident year during the three months ended June 30, 2007 are as follows:
         
    Net Decrease  
    (In millions)  
Accident Year 2006
  $ 5.2  
Accident Year 2005
    4.5  
Accident Year 2004
    1.2  
Accident Years 2003 and prior
    9.9  
 
     
Total
  $ 20.8  
 
     
For accident year 2006, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates on management liability, professional liability and commercial property and automobile coverages due to better than expected case incurred loss development primarily as a result of severity emergence being less than anticipated.
For accident year 2005, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates for professional liability, management liability and commercial general liability coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.

28


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
For accident year 2004, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates for commercial general liability coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.
For accident years 2003 and prior, the decrease in estimated net unpaid loss and loss adjustment expenses was principally due to lower loss estimates across most commercial coverages due to better than expected case incurred loss development as a result of severity emergence being less than anticipated.
          Acquisition Costs and Other Underwriting Expenses: Acquisition costs and other underwriting expenses increased $16.4 million (19.2%) to $101.7 million for the three months ended June 30, 2007 from $85.3 million for the same period of 2006, and the expense ratio increased to 30.2% in 2007 from 29.5% in 2006. The increase in acquisition costs and other underwriting expenses was due primarily to:
    The growth in net earned premiums
The increase in the expense ratio for the three months ended June 30, 2007 was due primarily to:
    Higher property catastrophe reinsurance costs experienced by the Company for its annual June 1, 2006 reinsurance renewal. This resulted in lower net earned premiums without a corresponding decrease in acquisition and other underwriting expenses for the three months ended June 30, 2007 compared to the three months ended June 30, 2006, which contributed to the increase in the expense ratio.
This increase was offset in part by a decrease in guaranty fund assessments.
          Other Operating Expenses: Other operating expenses increased $0.1 million to $3.0 million for the three months ended June 30, 2007 from $2.9 million for the same period of 2006.
          Income Tax Expense: The Company’s effective tax rate for the three months ended June 30, 2007 and 2006 was 33.3% and 32.8%, respectively. The effective rates differed from the 35% statutory rate, principally due to investments in tax-exempt securities and the relative proportion of tax-exempt income to total income before tax.
Investments
The Company’s investment objectives are the realization of relatively high levels of after-tax net investment income with competitive after-tax total rates of return subject to established specific guidelines and objectives. The Company utilizes external independent professional investment managers for its fixed maturity and equity investments. These investments consist of diversified issuers and issues, and as of June 30, 2007 approximately 86.2% and 11.2% of the total invested assets (total investments plus cash equivalents) on a cost basis consisted of investments in fixed maturity and equity securities, respectively, versus 86.0% and 10.4%, respectively, at December 31, 2006.
Of the total investments in fixed maturity securities, asset backed, mortgage pass-through, and collateralized mortgage obligation securities, on a cost basis, amounted to $216.9 million, $528.0 million and $351.2 million, respectively, as of June 30, 2007, and $202.1 million, $425.5 million and $293.1 million, respectively, as of December 31, 2006.
The Company regularly performs impairment reviews with respect to its investments. For investments other than interests in securitized assets, these reviews include identifying any security whose fair value is below its cost and an analysis of securities meeting predetermined impairment thresholds to determine whether such decline is other than temporary. If the Company determines that it does not intend to hold a security to maturity or determines a decline in value to be other than temporary, the cost basis of the security is written down to its fair value with the amount of the write down included in earnings as a realized loss in the period the impairment arose. This evaluation resulted in non-cash realized investment losses of $0.1 million and $0.6 million, respectively, for the three months ended June 30, 2007 and 2006, and $2.6 million and $1.3 million, respectively, for the six months ended June 30, 2007 and

29


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
2006,. The Company’s impairment review also includes an impairment evaluation for interests in securitized assets conducted in accordance with the guidance provided by the Emerging Issues Task Force of the Financial Accounting Standards Board. There were no non-cash realized investment losses recorded for the three and six months ended June 30, 2007 and 2006, respectively, as a result of the Company’s impairment evaluation for investments in securitized assets.
The Company’s fixed maturity portfolio amounted to $2,367.2 million and $2,129.6 million, as of June 30, 2007 and December 31, 2006, respectively, of which 99.9% of the portfolio as of June 30, 2007 and December 31, 2006 was comprised of investment grade securities. The Company had fixed maturity investments with gross unrealized losses amounting to $44.4 million and $18.1 million as of June 30, 2007 and December 31, 2006, respectively. Of these amounts, interests in securitized assets had gross unrealized losses amounting to $21.6 million and $9.3 million as of June 30, 2007 and December 31, 2006, respectively.
The following table identifies the period of time securities with an unrealized loss at June 30, 2007 have continuously been in an unrealized loss position. None of the amounts displayed in the table are due to non-investment grade fixed maturity securities. No issuer of securities or industry represents more than 1.9% and 22.0%, respectively, of the total estimated fair value, or 3.7% and 33.4%, respectively, of the total gross unrealized loss included in the table below. The industry concentration represents investments in “AAA” rated Mortgage Backed Securities issued by agencies of the U.S. Government which are collateralized by pools of residential mortgage loans. The unrealized losses on these securities are generally attributable to the general level of interest rates and prevailing market spreads over U.S. Treasury Securities. The contractual repayment of these securities is guaranteed by agencies of the U.S. Government, and it is therefore expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. At the present time the Company has the ability and intent to hold these securities until a recovery of fair value, which may be maturity; therefore the Company does not consider these investments to be other than temporarily impaired as of June 30, 2007.
                                         
    Gross Unrealized Losses as of June 30, 2007  
    (in millions)  
    Fixed Maturities                            
Continuous   Available for Sale             Total              
time in unrealized   Excluding Interests     Interests in     Fixed Maturities              
loss position   in Securitized Assets     Securitized Assets     Available for Sale     Equity Securities     Total Investments  
0 – 3 months
  $ 6.8     $ 7.1     $ 13.9     $ 3.2     $ 17.1  
4 – 6 months
    4.3       1.9       6.2       0.5       6.7  
7 – 9 months
    1.9       2.6       4.5             4.5  
10 – 12 months
                             
13 – 18 months
    0.2       0.3       0.5             0.5  
19 – 24 months
    3.1       5.9       9.0             9.0  
> 24 months
    6.5       3.8       10.3             10.3  
 
                             
Total Gross Unrealized Losses
  $ 22.8     $ 21.6     $ 44.4     $ 3.7     $ 48.1  
 
                             
 
                                       
Estimated fair value of securities with a gross unrealized loss
  $ 1,104.2     $ 892.0     $ 1,996.2     $ 112.3     $ 2,108.5  
 
                             
The Company’s impairment evaluation as of June 30, 2007 for fixed maturities available for sale excluding interests in securitized assets resulted in the following conclusions:
US Treasury Securities and Obligations of U.S. Government Agencies:
The unrealized losses on the Company’s Aaa/AAA rated investments in U.S. Treasury Securities and Obligations of U.S. Government Agencies are attributable to the general level of interest rates. Of the 30 investment positions held, approximately 73.3% were in an unrealized loss position. The contractual terms of

30


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Obligations of States and Political Subdivisions:
The unrealized losses on the Company’s investments in long term tax exempt securities which have ratings of A1/A+ to Aaa/AAA are generally attributable to the general level of interest rates. Of the 807 investment positions held, the average rating was Aaa/AAA and approximately 80.1% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Corporate and Bank Debt Securities:
The unrealized losses on the Company’s long term investments in corporate bonds which have ratings from Baa3/BBB to Aaa/AAA are attributable to the general levels of interest rates and prevailing market spreads over U.S. Treasury Securities. Of the 92 investment positions held, the average rating was A2/A and approximately 88.0% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments. Therefore, it is expected that the securities would not be settled at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of June 30, 2007 for interests in securitized assets resulted in the following conclusions:
Asset Backed Securities:
The unrealized losses on the Company’s investments in Asset Backed Securities which have ratings of Aaa/AAA are attributable to the general levels of interest rates and prevailing market spreads over U.S. Treasury Securities. Of the 135 investment positions held, the average rating was Aaa/AAA and approximately 67.4% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Mortgage Pass-Through Securities:
The unrealized losses on the Company’s investments in Agency issued Mortgage Pass-Through Securities which have ratings of Aaa/AAA are attributable to the general levels of interest rates and prevailing market spreads over U.S. Treasury Securities. Of the 144 investment positions held, the average rating was Aaa/AAA and approximately 70.1% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Collateralized Mortgage Obligations:
The unrealized losses on the Company’s investments in Collateralized Mortgage Obligations which have ratings of Aa2/AA to Aaa/AAA are attributable to the general levels of interest rates and prevailing market spreads over U.S. Treasury Securities. Of the 171 investment positions held, the average rating was Aaa/AAA and approximately 75.4% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
The fair value of the Company’s structured securities investment portfolio (Asset Backed, Mortgage Pass-Through and Collateralized Mortgage Obligation securities) amounted to $1,075.8 million as of June 30, 2007. AAA rated securities represented approximately 99.0% of the June 30, 2007 structured securities portfolio. Approximately $874.0 million of the structured securities investment portfolio is backed by residential collateral, consisting of $511.0 million of agency backed Mortgage Pass-Through Securities, $244.0 million of agency backed Collateralized Mortgage Obligations, $77.0 million of non-agency Collateralized Mortgage Obligations backed by pools of prime loans, $30.0 million of structured securities backed by pools of ALT A loans, and $12.0 million of structured securities backed by pools of sub-prime loans. As of June 30, 2007, the Company holds no investments in Collateralized Debt Obligations or Net Interest Margin securities.
Given recent market events relating to the housing sector and mortgage finance, the Company believes that fixed income markets in general may experience more volatility than during recent historical reporting periods. As of

31


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
June 30, 2007, the Company had no impairments or surveillance issues related to these market conditions. However, the Company expects that ongoing volatility in these sectors, in particular, and in spread related sectors, in general, may impact the prices of securities held in its overall Aaa/AAA rated investment portfolio.
The Company’s $42.0 million ALT-A and sub-prime loan portfolio is comprised of 25 AAA rated securities with net unrealized losses of $0.1 million as of June 30, 2007. These securities are either first to pay or among the first cash flow tranches of their respective transactions, have a weighted average life of 1.2 years, are spread across multiple vintages (origination year of underlying collateral pool) and have not experienced any ratings downgrades or surveillance issues as of June 30, 2007.
The Company’s impairment evaluation as of June 30, 2007 for equity securities resulted in the conclusion that the Company does not consider any of the equity security positions to be other than temporarily impaired. Of the 2,686 investment positions held, approximately 16.1% were in an unrealized loss position.
The following table identifies the period of time securities with an unrealized loss at December 31, 2006 have continuously been in an unrealized loss position. None of the amounts displayed in the table are due to non- investment grade fixed maturity securities. No issuer of securities or industry represents more than 3.5% and 23.6%, respectively, of the total estimated fair value, or 2.8% and 28.7%, respectively, of the total gross unrealized loss included in the table below. The industry concentration represents investments in “AAA” rated mortgage backed securities issued by agencies of the U.S. Government which are collateralized by pools of residential mortgage loans. As previously discussed, there are certain risks and uncertainties inherent in the Company’s impairment methodology, including, but not limited to, the financial condition of specific industry sectors and the resultant effect on the underlying collateral values and changes in accounting, tax, and/or regulatory requirements which may have an effect on either, or both, the investor and/or the issuer. Should the Company subsequently determine a decline in the fair value below the cost basis to be other than temporary, the security would be written down to its fair value and the difference would be included in earnings as a realized loss for the period such determination was made.
                                         
    Gross Unrealized Losses as of December 31, 2006  
    (in millions)  
    Fixed Maturities                            
Continuous   Available for Sale             Total              
time in unrealized   Excluding Interests     Interests in     Fixed Maturities              
loss position   in Securitized Assets     Securitized Assets     Available for Sale     Equity Securities     Total Investments  
0 – 3 months
  $ 0.8     $ 1.2     $ 2.0     $ 1.1     $ 3.1  
4 – 6 months
          0.1       0.1       0.6       0.7  
7 – 9 months
    0.1             0.1       0.9       1.0  
10 – 12 months
    0.1       0.2       0.3             0.3  
13 – 18 months
    2.1       4.6       6.7             6.7  
19 – 24 months
    2.6       1.5       4.1             4.1  
> 24 months
    3.1       1.7       4.8             4.8  
 
                             
Total Gross Unrealized Losses
  $ 8.8     $ 9.3     $ 18.1     $ 2.6     $ 20.7  
 
                             
 
                                       
Estimated fair value of securities with a gross unrealized loss
  $ 624.9     $ 543.8     $ 1,168.7     $ 37.4     $ 1,206.1  
 
                             
The Company’s impairment evaluation as of December 31, 2006 for fixed maturities available for sale, excluding interests in securitized assets, resulted in the following conclusions:
US Treasury Securities and Obligations of U.S. Government Agencies:
The unrealized losses on the Company’s Aaa/AAA rated investments in U.S. Treasury Securities and Obligations of U.S. Government Agencies are attributable to interest rate increases. Of the 32 investment

32


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
positions held, approximately 71.9% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Obligations of States and Political Subdivisions:
The unrealized losses on the Company’s investments in long term tax exempt securities which have ratings of A1/A+ to AAA/Aaa are generally caused by interest rate increases. Of the 736 investment positions held, approximately 49.3% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments.
Corporate and Bank Debt Securities:
The unrealized losses on the Company’s long term investments in corporate bonds which have ratings from Baa3/BBB to Aaa/AAA are generally caused by interest rate increases. Of the 114 investment positions held, approximately 87.7% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investments. Therefore, it is expected that the securities would not be settled at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of December 31, 2006 for interests in securitized assets resulted in the following conclusions:
Asset Backed Securities:
The unrealized losses on the Company’s investments in Asset Backed Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 132 investment positions held, approximately 49.2% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Mortgage Pass-Through Securities:
The unrealized losses on the Company’s investments in Mortgage Pass-Through Securities which have ratings of Aaa/AAA are generally caused by interest rate increases. Of the 130 investment positions held, approximately 58.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
Collateralized Mortgage Obligations:
The unrealized losses on the Company’s investments in Collateralized Mortgage Obligations which have ratings of Aa2/AA to Aaa/AAA are generally caused by interest rate increases. Of the 155 investment positions held, approximately 66.5% were in an unrealized loss position. The contractual terms of the investments do not permit the issuer to settle the security at a price less than the amortized cost of the investments.
The Company’s impairment evaluation as of December 31, 2006 for equity securities resulted in the conclusion that the Company does not consider the equity securities to be other than temporarily impaired. Of the 3,555 investment positions held, approximately 14.8% were in an unrealized loss position.
There are certain risks and uncertainties inherent in the Company’s impairment methodology, including, but not limited to, the financial condition of specific industry sectors and the resultant effect on any underlying security collateral values and changes in accounting, tax, and/or regulatory requirements which may have an effect on either, or both, the investor and/or the issuer. Should the Company subsequently determine that it does not intend to hold the security until maturity or should it determine that a decline in the fair value below the cost basis to be other than temporary, the security would be written down to its fair value and the difference would be included as a realized loss for the period in which such determination was made, thereby reducing earnings for such period by the amount of such realized loss.
For the three months ended June 30, 2007, the Company’s gross loss on the sale of fixed maturity and equity securities amounted to $0.2 million and $1.5 million, respectively. $1.2 million of the $1.5 million gross loss on the sale of equity securities for the three months ended June 30, 2007 was a result of the liquidation of one of the

33


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
Company’s equity portfolios following the Company’s decision to change one of its common stock investment managers. The $1.2 million realized gross loss was in addition to the $1.6 million impairment loss recognized during the three months ended March 31, 2007 upon the Company’s initial decision to change one of its common stock investment managers and no longer hold the securities to recovery. The fair value of the fixed maturity and equity securities at the time of sale was $32.5 million and $19.0 million, respectively. For the three months ended June 30, 2006, the Company’s gross loss on the sale of fixed maturity and equity securities amounted to $0.6 million and $3.0 million, respectively. The fair value of the fixed maturity and equity securities at the time of sale was $14.7 million and $14.6 million, respectively.
 For the six months ended June 30, 2007, the Company’s gross loss on the sale of fixed maturity and equity securities amounted to $0.3 million and $2.0 million, respectively. $1.2 million of the $2.0 million gross loss on the sale of equity securities for the six months ended June 30, 2007 was a result of the liquidation of one of the Company’s equity portfolios following the Company’s decision to change one of its common stock investment managers. The $1.2 million realized gross loss on the sale of equity securities was in addition to the $1.6 million impairment loss recognized during the three months ended March 31, 2007 upon the Company’s initial decision to change one of its common stock investment managers and no longer hold the securities to recovery. The fair value of the fixed maturity and equity securities at the time of sale was $33.7 million and $27.9 million, respectively. For the six months ended June 30, 2006, the Company’s gross loss on the sale of fixed maturity and equity securities amounted to $1.3 million and $4.4 million, respectively. The fair value of the fixed maturity and equity securities at the time of sale was $55.0 million and $26.3 million, respectively.
Liquidity and Capital Resources
          For the six months ended June 30, 2007, the Company’s fixed maturity investments experienced unrealized investment depreciation of $22.4 million, net of the related deferred tax benefit of $12.1 million, and its equity investments experienced unrealized investment appreciation of $19,000, net of the related deferred tax expense of $10,000. For the six months ended June 30, 2007, net realized investment gains from the sale of equity securities were $32.3 million, of which approximately $22.2 million was as a result of the liquidation of one of the Company’s equity portfolios due to a change in common stock investment managers. As of June 30, 2007, the Company had total investments with a carrying value of $2,725.5 million, of which 86.9% consisted of investments in fixed maturity securities, including U.S. treasury securities and obligations of U.S. government corporations and agencies, obligations of states and political subdivisions, corporate debt securities, collateralized mortgage, mortgage pass-through and asset backed securities. The remaining 13.1% of the Company’s total investments consisted primarily of publicly traded common stock securities.
          The Company produced net cash from operations of $262.1 million and $238.2 million for the six months ended June 30, 2007 and 2006, respectively. Sources of operating funds consist primarily of net premiums written and investment income. Funds are used primarily to pay claims and operating expenses and for the purchase of investments. Cash from operations for the six months ended June 30, 2007 was primarily generated from premium growth during the current year as a result of increases in the number of policies written. Net loss and loss expense payments were $200.8 million and $170.3 million, respectively, for the six months ended June 30, 2007 and 2006. Management believes that the Company has adequate liquidity to pay all claims and meet all other cash needs.
          The Company generated $9.7 million of net cash from financing activities during the six months ended June 30, 2007. Cash provided from financing activities consisted of a $2.9 million excess tax benefit from the issuance of shares pursuant to stock based compensation plans; $4.0 million of proceeds from the issuance of shares pursuant to the Company’s stock based compensation plans and $2.8 million from the collection of notes receivable associated with the Company’s employee stock purchase plans.
          Effective June 29, 2007, the Company amended its unsecured Credit Agreement (“the Credit Agreement”) to extend the maturity date to June 27, 2008. The Credit Agreement provides capacity for working capital and other general corporate purposes. As of June 30, 2007, no borrowings have been made by the Company under the Credit Agreement. The Credit Agreement contains various representations, covenants and events of default typical for credit facilities of this type.

34


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)
          Two of the Company’s insurance subsidiaries are members of the Federal Home Loan Bank of Pittsburgh (“FHLB”). A primary advantage of FHLB membership is the ability of members to access credit products from a reliable capital markets provider. The availability of any one member’s access to credit is based upon its FHLB eligible collateral. The insurance subsidiaries in the past have utilized a portion of their borrowing capacity to purchase a diversified portfolio of investment grade floating rate securities. These purchases were funded by floating rate FHLB borrowings to achieve a positive spread between the rate of interest on these securities and borrowing rates. As of June 30, 2007, the insurance subsidiaries’ unused borrowing capacity was $632.2 million. The borrowing capacity provides an immediately available line of credit.
          The NAIC’s risk-based capital method is designed to measure the acceptable amount of capital and surplus an insurer should have, based on the inherent specific risks of each insurer. The adequacy of a company’s actual capital and surplus is evaluated by a comparison to the risk-based capital results. Insurers failing to meet minimum risk-based capital requirements may be subject to scrutiny by the insurer’s domiciliary insurance department and ultimately rehabilitation or liquidation. Based on the standards currently adopted, the Company’s insurance subsidiaries capital and surplus is in excess of the prescribed risk-based capital requirements.

35


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures About Market Risk
          The Company’s financial instruments are subject to the market risk of potential losses from adverse changes in market rates and prices. The primary market risks to the Company are equity price risk associated with investments in equity securities and interest rate risk associated with investments in fixed maturities. The Company has established, among other criteria, duration, asset quality and asset allocation guidelines for managing its investment portfolio market risk exposure. The Company’s investments are held for purposes other than trading and consist of diversified issuers and issues.
          The tables below provides information about the Company’s financial instruments that are sensitive to changes in interest rates and shows the effect of hypothetical changes in interest rates as of June 30, 2007 and 2006. The selected hypothetical changes do not indicate what could be the potential best or worst case scenarios. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency.
                                         
                    Estimated   Hypothetical Percentage
            Hypothetical Change   Fair Value after   Increase (Decrease) in
    Estimated   in Interest Rates   Hypothetical Changes           Shareholders’
    Fair Value   (bp=basis points)   in Interest Rates   Fair Value   Equity
    (Dollars in Thousands)
June 30, 2007:
                                       
Investments
                                       
Total Fixed Maturities Available For Sale
  $ 2,367,228     200 bp decrease   $ 2,590,289       9.4 %     11.0 %
 
          100 bp decrease   $ 2,479,171       4.7 %     5.5 %
 
          50 bp decrease   $ 2,423,438       2.4 %     2.8 %
 
          50 bp increase   $ 2,310,641       (2.4 )%     (2.8 )%
 
          100 bp increase   $ 2,254,153       (4.8 )%     (5.6 )%
 
          200 bp increase   $ 2,142,740       (9.5 )%     (11.0 )%
 
                                       
June 30, 2006:
                                       
Investments
                                       
Total Fixed Maturities Available For Sale
  $ 1,882,505     200 bp decrease   $ 2,030,157       7.8 %     10.2 %
 
          100 bp decrease   $ 1,958,894       4.1 %     5.3 %
 
          50 bp decrease   $ 1,920,965       2.0 %     2.7 %
 
          50 bp increase   $ 1,844,046       (2.0 )%     (2.7 )%
 
          100 bp increase   $ 1,806,054       (4.1 )%     (5.3 )%
 
          200 bp increase   $ 1,732,609       (8.0 )%     (10.3 )%

36


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
Item 4. Controls and Procedures
          (a) Evaluation of Disclosure Controls and Procedures. The Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are designed with the objective of providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”). In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives.
          An evaluation was performed by management, with the participation of the Company’s chief executive officer (“CEO”) and chief financial officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
          (b) Changes in Internal Controls. There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

37


 

PHILADELPHIA CONSOLIDATED HOLDING CORP. AND SUBSIDIARIES
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
          Not applicable.
Item 1A. Risk Factors
There were no material changes to the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company’s purchases of its common stock during the second quarter of 2007 are shown in the following table:
                                 
                            (d)
                    (c) Total   Approximate
                    Number of   Dollar Value of
                    Shares   Shares That
                    Purchased as Part of   May Yet Be
                    Publicly   Purchased
    (a) Total Number   (b) Average   Announced   Under the
    of Shares   Price Paid per   Plans or   Plans or
Period   Purchased   Share   Programs   Programs
April 1 – April 30
    5,705 (1)   $ 31.84              
 
                          $ 45,000,000 (2)
May 1 – May 31
    800 (1)   $ 27.88              
 
                          $ 45,000,000 (2)
June 1 – June 30
    2,369 (1)   $ 31.82              
 
                          $ 45,000,000 (2)
 
(1)   Such shares were issued under the Company’s Employee Stock Purchase Plan and Amended and Restated Employees’ Stock Incentive and Performance Based Compensation Plan and were repurchased by the Company upon the employee’s termination.
 
(2)   The Company’s total stock purchase authorization, which was publicly announced in August 1998 and subsequently increased, amounted to $75.3 million, of which $30.3 million has been utilized.
Item 3. Defaults Upon Senior Securities
          Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company’s annual meeting of shareholders held on April 27, 2007, the following nominees were elected to the Board of Directors:

38


 

                 
Name   Votes For   Votes Withheld
James J. Maguire
    56,097,804       9,457,012  
James J. Maguire, Jr.
    59,380,325       6,174,491  
Sean S. Sweeney
    60,266,753       5,288,063  
Aminta Hawkins Breaux
    60,141,998       5,412,818  
Michael J. Cascio
    60,124,569       5,430,247  
Elizabeth H. Gemmill
    60,270,667       5,284,149  
Michael J. Morris
    57,657,891       7,896,925  
Shaun F. O’Malley
    60,120,232       5,434,584  
Donald A. Pizer
    60,272,717       5,282,099  
Ronald R. Rock
    60,272,042       5,282,774  
The following other matters were approved at the Annual Meeting:
                                 
                            Broker
    Votes For   Votes Against   Abstentions   Non-Votes
Approval of the appointment of PricewaterhouseCoopers, LLP as independent registered public accounting firm for the year 2007
    65,338,622       147,928       68,265        
 
Approval of the adoption of the Philadelphia Insurance Companies 2007 Cash Bonus Plan
    57,335,622       726,568       71,348       7,421,278  
 
Approval of the adoption of the Company’s Amended and Restated Non-Qualified Employee Stock Purchase Plan
    47,071,457       10,992,713       69,368       7,421,278  
 
Approval of the amendment to the Directors Stock Purchase Plan to increase the number of shares subject to purchase under the Plan from 75,000 to 125,000 shares
    48,824,013       9,233,844       75,681       7,421,278  
Item 5. Other Information
          Not applicable.

39


 

Item 6. Exhibits
          Exhibits:
     
Exhibit No.   Description
 
   
10.1*
  Amendment to Credit Agreement dated June 30, 2006 with Bank of America and Wachovia Bank, National Association
 
   
10.2**
  The Philadelphia Insurance Companies 2007 Cash Bonus Plan effective as of January 1, 2007
 
   
10.3**
  Philadelphia Insurance Companies Non Qualified Employee Stock Purchase Plan (amended and restated, effective as of January 1, 2007, with Performance-Based Compensation Provisions)
 
   
31.1*
  Certification of the Company’s chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2*
  Certification of the Company’s chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
32.1*
  Certification of the Company’s chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   
32.2*
  Certification of the Company’s chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
*   Filed herewith.
 
**   Filed as an Exhibit to the Company’s Form 8-K dated May 3, 2007 and incorporated by reference.

40


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
 
  PHILADELPHIA CONSOLIDATED HOLDING CORP.
Registrant
   
 
       
Date August 6, 2007
  James J. Maguire, Jr.
 
James J. Maguire, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
   
 
       
Date August 6, 2007
  Craig P. Keller
 
Craig P. Keller
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
   

41

EX-10.1 2 w37899exv10w1.htm AMENDMENT TO CREDIT AGREEMENT exv10w1
 

FIRST AMENDMENT TO CREDIT AGREEMENT
     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 29, 2007, among PHILADELPHIA CONSOLIDATED HOLDING CORP., a Pennsylvania corporation (the “Borrower”), the Lenders party to the hereinafter described Credit Agreement, and BANK OF AMERICA, N.A., as Administrative Agent for such Lenders.
RECITALS
     A. The Borrower, the Lenders and the Administrative Agent are party to that certain Credit Agreement dated as of June 30, 2006 (as heretofore modified, amended or supplemented, the “Credit Agreement”). Unless otherwise defined herein, defined terms used herein shall have the meanings given such terms in the Credit Agreement.
     B. The Borrower has requested that the Credit Agreement be amended to extend the Maturity Date and to effect certain other changes to the Credit Agreement, and the Lenders and the Administrative Agent have agreed to such amendments.
     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Lenders and the Administrative Agent agree as follows:
     1. Amendments. Subject to satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement is amended as follows:
     (a) The “June 29, 2007” date appearing in the definition of “Maturity Date” is amended to read “June 27, 2008”.
     (b) The “.40%” percentage appearing in Section 2.06 of the Credit Agreement is amended to read “.35%”.
     (c) The “.08%” percentage appearing in Section 2.07 of the Credit Agreement is amended to read “.06%”.
     (d) The “$33,717,004” number appearing in Section 7.08(b) of the Credit Agreement is amended to read “$47,111,908”.
     (e) The “$451,101,175” number appearing in Section 7.08(c) of the Credit Agreement is amended to read “$669,929,554”.
     2. Conditions Precedent to Amendments. The amendments in Section 1 hereof shall be effective as of the date hereof when the Administrative Agent receives:
     (a) counterparts of this Amendment duly executed by the Borrower, the Lenders and the Bank;
     (b) a certificate, dated as of the date hereof, of the Secretary of the Borrower certifying that the attachments to, and the certifications made in, the Secretary’s Certificate dated June 16, 2006, executed and delivered to the Administrative Agent and the Banks in connection with the Credit Agreement, have not been modified or amended and remain in full force and effect;

 


 

     (c) an extension and amendment fee in the amount of $10,000, half of which shall be paid to each of Bank of America, N.A. and Wachovia Bank, National Association for its own account;
     (d) payment of all expenses, including legal fees and expenses of counsel to the Administrative Agent, incurred by the Administrative Agent in connection with this Amendment, to the extent invoiced to the Borrower on or prior to the date hereof; and
     (e) such other agreements, documents, instruments, and items as the Administrative Agent may reasonably request.
     3. Representations and Warranties. The Borrower represents and warrants to the Bank as follows:
     (a) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action (including pursuant to that certain Action by Unanimous Consent in Writing by the Entire Board of Directors of the Borrower dated June 9, 2006) and do not and will not (i) require any consent or approval not heretofore obtained of any director, stockholder, security holder, or creditor of the Borrower or of any governmental authority having jurisdiction over the Borrower, (ii) violate or conflict with any provision of the articles of incorporation or bylaws of the Borrower, (iii) violate any laws applicable to the Borrower, or (iv) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement to which the Borrower is a party or by which the Borrower or any of its property is bound or affected;
     (b) all representations and warranties made or deemed made by the Borrower in the Loan Documents are true and correct in all material respects (provided, that any representation or warranty that is expressly qualified by materiality or Material Adverse Effect is true and correct in all respects) as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were, as applicable, true and accurate in all material respects or true and correct in all respects on and as of such earlier date) and except for changes in factual circumstances not prohibited by the Credit Agreement;
     (c) no Default or Event of Default has occurred and is continuing as of the date hereof; and
     (d) There has occurred since December 31, 2006, no event or circumstance that has resulted or would reasonably be expected to result in a Material Adverse Effect.
     4. Effect of Amendment. This Amendment is a Loan Document. The amendments effected hereunder are expressly limited to the matters contained herein. Except as amended hereby, the Credit Agreement and the other Loan Documents are unchanged and are hereby ratified and confirmed.
     5. Counterparts. This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.
First Amendment to Credit Agreement

2


 

     6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles.
     7. Parties. This Amendment binds and inures to the benefit of the Borrower, Banks, the Administrative Agent, and their respective successors and permitted assigns.
[Remainder of Page Intentionally Left Blank.
Signature Page Follows.]
First Amendment to Credit Agreement

3


 

         
PHILADELPHIA CONSOLIDATED HOLDING CORP.
 
       
By:   /s/ James J. Maguire, Jr.
 
  Name:   James J. Maguire, Jr.
 
  Title:   President and CEO
 
       
BANK OF AMERICA, N.A.,
as Administrative Agent
 
       
By:   /s/ Angela Lau
 
  Name:   Angela Lau
 
  Title:   Assistant Vice President
 
       
BANK OF AMERICA, N.A.,
as a Lender
 
       
By:   /s/ Shelly Harper
 
  Name:   Shelly Harper
 
  Title:   Senior Vice President
 
       
WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Lender
 
       
By:   /s/ Grainne M. Pergolini
 
  Name:   Grainne M. Pergolini
 
  Title:   Director
Signature Page to First Amendment to Credit Agreement

EX-31.1 3 w37899exv31w1.htm CERTIFICATION OF THE COMPANY'S CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 exv31w1
 

Exhibit 31.1
CERTIFICATION
I, James J. Maguire, Jr., Chief Executive Officer of Philadelphia Consolidated Holding Corp, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Philadelphia Consolidated Holding Corp.
 
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 principles;
 
  (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.
             
 
  Signed:   James J. Maguire, Jr.
 
Name: James J. Maguire, Jr.
   
August 6, 2007
      Title: Chief Executive Officer    

 

EX-31.2 4 w37899exv31w2.htm CERTIFICATION OF THE COMPANY'S CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 exv31w2
 

Exhibit 31.2
CERTIFICATION
I, Craig P. Keller, Chief Financial Officer of Philadelphia Consolidated Holding Corp, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Philadelphia Consolidated Holding Corp.
 
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 principles;
 
  (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.
             
 
  Signed:   Craig P. Keller
 
Name: Craig P. Keller
   
August 6, 2007
      Title: Chief Financial Officer    

 

EX-32.1 5 w37899exv32w1.htm CERTIFICATION OF THE COMPANY'S CHIEF EXECUTIVE OFFICER, PURSUANT TO SECTION 906 exv32w1
 

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
In connection with the Quarterly Report of Philadelphia Consolidated Holding Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James J. Maguire, Jr., chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
     
James J. Maguire, Jr.
 
James J. Maguire, Jr.
   
President and Chief Executive Officer
   
August 6, 2007
   

 

EX-32.2 6 w37899exv32w2.htm CERTIFICATION OF THE COMPANY'S CHIEF FINANCIAL OFFICER, PURSUANT TO SECTION 906 exv32w2
 

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
In connection with the Quarterly Report of Philadelphia Consolidated Holding Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig P. Keller, chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
     
Craig P. Keller
 
Craig P. Keller
   
Chief Financial Officer
   
August 6, 2007
   

 

-----END PRIVACY-ENHANCED MESSAGE-----