-----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, EYX5ghAKCI7ESlHCq/mhnX+kaRTKziI/70liioOhOb10PlJ+OqfZ8RPbHXsDBqoL 8yP7QsRUE2EmmS4MvgLmWA== 0000921895-08-002149.txt : 20080807 0000921895-08-002149.hdr.sgml : 20080807 20080807170457 ACCESSION NUMBER: 0000921895-08-002149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOMP INC /FL CENTRAL INDEX KEY: 0001009667 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650636842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51767 FILM NUMBER: 08999410 BUSINESS ADDRESS: STREET 1: 701 U S HIGHWAY ONE STREET 2: SUITE 200 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5618407171 MAIL ADDRESS: STREET 1: 701 US HIGHWAY ONE STREET 2: SUITE 200 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 8-K 1 form8k03581_08072008.htm form8k03581_08072008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): August 7, 2008

AmCOMP Incorporated
(Exact name of registrant as specified in its charter)
     
Delaware
000-51767
65-0636842
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
701 U.S. Highway One, North Palm Beach, Florida
33408
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (561) 840-7171

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
Item 2.02.   Results of Operations and Financial Condition.
 
On August 7, 2008, AmCOMP Incorporated, a Delaware corporation (the “Company”), issued a press release announcing its financial results for the fiscal quarter ended June 30, 2008 and other financial information.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed  “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the  “Exchange Act”), or otherwise subject to the liabilities of such section.  The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
 

Item 9.01.   Financial Statements and Exhibits.
 
(d)
Exhibits
 
     
 
Exhibit No.
Exhibits
     
 
99.1
Press Release dated August 7, 2008.


 
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 hereunto duly authorized.
 
   
AMCOMP INCORPORATED
       
       
Dated: August 7, 2008
 
By:
/s/ Kumar Gursahaney
      Name:
Kumar Gursahaney
      Title:
Senior Vice President and
Chief Financial Officer

 
EX-99.1 2 ex991to8k03581_08072008.htm ex991to8k03581_08072008.htm
Exhibit 99.1
 
AmCOMP Reports Second Quarter 2008 Financial Results
 
North Palm Beach, FL, August 7, 2008 - AmCOMP Incorporated (Nasdaq: AMCP) today announced results for the second quarter and six months ended June 30, 2008.
 
Financial Results for the Second Quarter of 2008
 
For the second quarter of 2008, net income was $2.1 million, or $0.13 per share, compared to net income of $5.5 million, or $0.35 per diluted share, for the second quarter of 2007.  Weighted average diluted shares outstanding were 15,409,000 for the quarter ended June 30, 2008, compared to 15,776,000 for the quarter ended June 30, 2007.
 
Total revenue decreased 11.2% to $53.4 million in the second quarter of 2008 versus $60.2 million in the prior year’s second quarter.  For the second quarter of 2008, direct premiums written decreased $10.7 million, or 21.6%, to $38.8 million compared to $49.5 million for the comparable period in 2007.  In Florida, the Company’s largest market, direct premiums written decreased $5.5 million in the second quarter compared to the corresponding 2007 quarter.  The decrease in Florida premiums is the result of an 18.4% rate decrease in 2008, a reduction in construction-related payrolls, while the number of in-force policies as of June 30, 2008 was relatively flat compared to June 30, 2007.  Net investment income was $5.1 million, an increase of 2.6%, for the same three-month period in 2008 compared to the same quarter in 2007.
 
During the second quarter of 2008, the Company recognized $6.7 million, net of reinsurance, in favorable loss development from prior years’ loss reserve estimates.  This is AmCOMP’s 13th year of favorable loss development for redundancies from prior period loss reserves.
 
AmCOMP’s President and Chief Executive Officer, Fred R. Lowe, commented:  “Consistent with the reports from most companies in our industry, our second quarter was challenging.  The previous year’s soft underwriting market stretched on with even more competitive pricing at levels where we cannot maintain underwriting profitability – our main goal.  A questionable economy continued to negatively impact most sectors, including construction, which was approximately 35% of our book of business in 2007.  Additionally, the overlay of our pending merger with its associated transition activities and related expenses, while necessary, was disruptive to our short-term normal course of business.

“We plan to stay the course and ride the soft cycle out, maintaining our underwriting discipline and opting for only profitable business while providing industry-leading customer service to our agents and policyholders.  These hallmarks of our business model have helped us produce better than our industry’s average loss ratios and adequate reserves for prior years’ losses.   Long-term this has been a winning formula for AmCOMP, and we are optimistic that it will continue to position us for success,” Mr. Lowe concluded.
 
The net combined ratio, including policyholder dividends for the quarter ended June 30, 2008, was 102.6% compared to 91.5% for the same period in 2007.  Loss and loss adjustment expenses ratios were 64.5% and 47.3% of net premiums earned in the three months ended June 30, 2008 and 2007, respectively.  Total expenses were 34.3% and 32.7% of net premiums earned in the three months ended June 30, 2008 and 2007, respectively.
 
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Financial Results for the First Six Months of 2008
 
Net income for the six months ended June 30, 2008 was $6.5 million, or $0.43 per diluted share, compared to $9.5 million, or $0.61 per diluted share, in the first half of 2007.  Weighted average diluted shares outstanding were 15,405,000 as of June 30, 2008, compared to 15,777,000 as of June 30, 2007.
 
Six month revenue in 2008 was $110.9 million; a 10.8% decrease from revenue of $124.3 million for the first six months of 2007.  For the first six months of 2008, direct premiums written decreased 17.9% to $101.7 million compared to $123.8 million in the same period in 2007.  In Florida, direct premiums written decreased $15.8 million for the first six months of 2008 compared to the same period in 2007.
 
During the first six months of 2008, the Company recognized $13.5 million in favorable loss development from prior years’ loss reserve estimates.
 
The net combined ratio, including policyholder dividends, for the six months ended June 30, 2008, was 99.0% compared to 93.9% for the same period in 2007.  Loss and loss adjustment expenses were 58.4% and 53.3% of net premiums earned in the six months ended June 30, 2008 and 2007, respectively.  Total expenses for the first six months of 2008 were 36.4% of net premiums earned compared to 33.1% in the prior year period.   The increased expense ratio was largely due to a decrease in net earned premiums, a decrease in bad debt in the second quarter of 2007 resulting from a change in the method used to determine the allowance for doubtful accounts; and, in part, to documented out-of-pocket expenses in excess of $1.0 million related to the pending merger, consisting of legal, investment banking, other professional fees and filing fees, as well as un-quantified internal costs.
 
At June 30, 2008, the Company's investment portfolio totaled $434.1 million and had an overall credit rating of AA+. The Company regularly reviews its investment portfolio for other than temporary impairment declines in fair value considering, among other things, the length of time and the extent to which fair value has been below cost, the financial condition and near-term prospects of the issuer, the Company’s ability and intent to hold the security until its expected recovery, and the underlying credit quality of any insured or uninsured bonds.
 
In early 2008, several bond insurers had their credit ratings downgraded or placed under review by the major nationally recognized credit rating agencies.  As the Company has traditionally not relied upon bond insurers for credit rating but instead bought bonds with underlying ratings that are considered investment grade, AmCOMP does not expect a material impact to its investment portfolio or financial position as a result of the problems currently facing bond insurers.  As of June 30, 2008, the Company held $85.1 million of municipal fixed maturity securities.  As the result of the downgrade of the bond insurers, AmCOMP’s municipal portfolio went from an average credit rating of AA+ to AA. Additionally, the Company had no subprime or auction rate securities exposure at June 30, 2008.
 
Book value per outstanding share as of June 30, 2008 was $10.71.  The annualized return on equity for the three months ended June 30, 2008 and 2007 was 5.1% and 15.2%, respectively.   The annualized return on equity for the six months ended June 30, 2008 and 2007 was 8.1% and 13.4%, respectively.
 
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Conference Call
 
The Company will host a conference call on Friday, August 8, 2008, at 8:00 AM ET, featuring remarks by Fred Lowe, President and Chief Executive Officer; Debra Ruedisili, Executive Vice President and Chief Operating Officer; and Kumar Gursahaney, Senior Vice President, Chief Financial Officer and Treasurer. The conference call is available via webcast on the Company’s website and can be accessed by clicking on the following link: http://ir.amcomp.com/eventdetail.cfm?eventid=57796. The dial-in number for the conference call is 719-325-4772.  Please call at least five minutes before the scheduled start time.
 
There will be an audio replay of the call, which will be available starting at 11:00 AM ET through 11:59 PM ET August 11th and can be accessed by calling 719-457-0820 or 888-203-1112 and using the pass code 5376849. The conference call webcast will be available on the Company’s website for 60 days.
 
Update Regarding Previously Announced Definitive Agreement and Florida Office of Insurance Regulation

On January 10, 2008, AmCOMP announced that it signed a definitive agreement to be acquired by Employers Holdings, Inc. (“Employers®”) (NYSE: EIG), a provider of workers’ compensation insurance to small U.S. businesses.  Under the terms of the merger agreement,  Employers will acquire 100% of AmCOMP’s outstanding stock and its subsidiaries for approximately $194 million in cash, or $12.50 per share of common stock. The transaction is subject to regulatory approval by the Florida Office of Insurance Regulation, approval by AmCOMP stockholders and customary conditions of closing.

On May 23, 2008, AmCOMP announced that it received a Notice of Intent to Issue Order to Return Excess Profit (the “2008 Notice”)from the Florida Office of Insurance Regulation (FOIR).  The 2008 Notice indicates on a preliminary basis that FOIR proposes to make a finding, following its review of data submitted by AmCOMP on June 22, 2007, for accident years 2003, 2004 and 2005, that “Florida excessive profits” (as defined in Florida Statute Section 627.215) in the amount of approximately $11.7 million have been realized by AmCOMP and are required to be returned to policyholders.

AmCOMP believes, in part based on advice from legal counsel, that the formulation used by FOIR in computing Florida excessive profits is not the only one permitted by Florida law.  On May 22, 2008, AmCOMP amended its previously filed returns to include additional items deductible in calculating Florida excessive profits.  Both the original filing and the amended filing reflect that there were no Florida excessive profits for the applicable reporting periods.  FOIR is in the process of reviewing AmCOMP’s amended filing.  There can be no assurance that FOIR will accept AmCOMP’s position.

On May 27, 2008, AmCOMP postponed the special meeting of its stockholders scheduled for May 29, 2008 to vote on the proposed merger.  The special meeting was postponed in order to give AmCOMP additional time to address the issues raised by the 2008 Notice from FOIR.  AmCOMP will provide information on the new date for the special meeting of stockholders promptly after it has been scheduled.
 
3


On June 9, 2008, AmCOMP’s insurance subsidiaries, AmCOMP Assurance and AmCOMP Preferred, through counsel filed a Petition For Administrative Hearing Involving Disputed Issues of Fact (the “Petition”) with FOIR, challenging FOIR’s 2008 Notice.  In the Petition, AmCOMP has asked, among other things, that the Petition be referred to the Florida Division of Administrative Hearings for assignment of an administrative law judge in order to conduct a proceeding involving the matters set forth in the 2008 Notice, and that such administrative law judge recommend that FOIR withdraw or rescind its 2008 Notice or otherwise find that AmCOMP does not owe any excessive profits for accident years 2003, 2004 and 2005.  As the 2008 Notice was issued on a preliminary basis, AmCOMP will not be required to return the allegedly excessive profits unless required to do so upon the conclusion of the above proceedings.  There can be no assurance that the Division of Administrative Hearings will refer the Petition for assignment to an administrative law judge or that an administrative law judge will accept AmCOMP’s position.

On June 29, 2008, the Company made its annual filing related to Florida excessive profits with the Florida OIR for the accident years 2004, 2005 and 2006.  The basis of preparation of the Company’s filing was consistent with that of previous years’ filings and the Company’s interpretation of applicable law.  As explained above, the Florida OIR is using a different formulation than the Company in calculating the amount of excessive profits realized by the Company, and it may be expected to object to the Company’s basis of preparation.    As of June 30, 2008 and December 31, 2007, $0.5 million was accrued for Florida excessive profits.

Any person wishing to acquire control of AmCOMP or any substantial portion of its outstanding shares would first be required to obtain the approval of FOIR.  In connection with the proposed merger, Employers has filed a Form A with FOIR requesting the required approvals, which request is currently pending.  The original “deemer” date applicable to FOIR’s review of Employers’ application i.e., the date on which such filing would be deemed approved absent action to the contrary, was June 20, 2008, but has since been extended twice.  The current “deemer” date is the close of business on October 31, 2008.  AmCOMP does not believe that the Employers’ Form A will be approved, unless AmCOMP and FOIR reach agreement on the amounts, if any, of excessive profits realized by AmCOMP for some or all of the 2002-2006 accident years.

About AmCOMP
 
With roots dating back to 1982, AmCOMP Incorporated is an insurance holding company whose wholly owned subsidiaries, AmCOMP Preferred and AmCOMP Assurance, are mono-line workers’ compensation insurers with products that focus on value-added services to policyholders. Currently marketing insurance policies in 17 core states and targeting small to mid-sized  in a variety of industries, AmCOMP distributes its products through independent agencies.
 
4

 
Forward-looking Statements
 
Statements made in this press release, including those about the Company’s financial condition and results of operations and about its future plans and objectives, which are not based on historical facts, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  The words “believe,” “expect,” “plans,” “intend,” “project,” “estimate,” “may,” “should,” “will,” “continue,” “potential,” “forecast” and “anticipate” and similar expressions identify forward-looking statements. Any such statements involve known and unknown risks, uncertainties and other factors, including those set forth under the heading “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including AmCOMP’s Form 10-K for fiscal year ended December 31, 2007. Such factors may cause AmCOMP’s actual performance, condition and achievements to be materially different than any future performance, condition and achievement set forth in this press release. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by these cautionary statements.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
Set forth in the tables below are summary results of operations for the three month and six month periods ended June 30, 2008 and 2007, as well as selected balance sheet data as of June 30, 2008 and December 31, 2007.  The following information is preliminary and unaudited and is subject to change until final results are publicly distributed.
 
Contact:
 
AmCOMP Incorporated, North Palm Beach
 
Kumar Gursahaney
Chief Financial Officer
561-840-7171 ext. 11700
 
Gale Blackburn
Vice President, Investor Relations
561-840-7171 ext. 11586

 


 
###
 
5

 
AmCOMP Incorporated and Subsidiaries
 
Condensed Consolidated Statements of Operations
 
(in thousands, except per share amounts and ratios)
 
(unaudited)
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
Statement of Operations Data:
                       
Revenue:
                       
Net premiums earned
  $ 48,409     $ 55,424     $ 100,658     $ 114,637  
Net investment income
    5,068       4,941       10,377       9,803  
Net realized investment losses
    (82 )     (212 )     (180 )     (212 )
Other income
    20       18       35       48  
Total revenue
    53,415       60,171       110,890       124,276  
Expenses:
                               
Losses and loss adjustment expenses
    31,206       26,188       58,762       61,106  
Policy acquisition expenses
    8,631       11,478       18,696       20,681  
Underwriting and other expenses
    7,991       6,672       17,925       17,365  
Dividends to policyholders
    1,855       6,357       4,224       8,598  
Interest expense
    648       901       1,455       1,855  
Total expenses
    50,331       51,596       101,062       109,605  
                                 
Income before income taxes
    3,084       8,575       9,828       14,671  
Income tax expense
    1,016       3,048       3,280       5,124  
Net income
  $ 2,068     $ 5,527     $ 6,548     $ 9,547  
                                 
Operating Data:
                               
Direct premiums written
  $ 38,792     $ 49,479     $ 101,655     $ 123,835  
Gross premiums written
    39,459       50,902       103,158       126,481  
Net premiums written
    37,910       49,965       100,111       125,035  
Per Share Data:
                               
Earnings per share
                               
Basic
  $ 0.14     $ 0.35     $ .43     $ .61  
Diluted
    0.13       0.35       .43       .61  
Weighted average common shares outstanding
                               
Basic
    15,294       15,769       15,293       15,764  
Diluted
    15,409       15,776       15,405       15,777  
Selected Insurance Ratios:
                               
Net loss ratio1
    64.5 %     47.3 %     58.4 %     53.3 %
Net policy acquisition expense ratio2
    17.8 %     20.7 %     18.6 %     18.0 %
Underwriting and other expense ratio3
    16.5 %     12.0 %     17.8 %     15.1 %
Net combined ratio, excluding policyholder
dividends4
    98.8 %     80.0 %     94.8 %     86.4 %
Dividend ratio5
    3.8 %     11.5 %     4.2 %     7.5 %
Net combined ratio, including policyholder
dividends6
    102.6 %     91.5 %     99.0 %     93.9 %



2 Net policy acquisition expenses divided by net premiums earned 
3 Underwriting and other expenses divided by net premiums earned 
4 Sum of ratios computed in footnotes 1, 2 and 3 
5 Dividends to policyholders divided by net premiums earned 
6 Sum of ratios computed in footnotes 1, 2, 3 and 5
 
6



AmCOMP Incorporated and Subsidiaries
 
Consolidated Balance Sheets
 
(in thousands)
 
(unaudited)
 
   
June 30,
   
December 31,
 
   
2008
   
2007
 
Assets:
           
Cash and investments
  $ 449,194     $ 454,199  
Premiums receivable – net
    84,421       88,486  
Reinsurance recoverables
    63,795       67,807  
Deferred policy acquisition costs
    19,309       19,116  
Deferred income taxes – net
    19,477       19,889  
Other assets
    19,257       19,666  
Total assets
  $ 655,453     $ 669,163  
                 
Liabilities and stockholders’ equity:
               
Unpaid losses and loss adjustment expenses
  $ 311,541     $ 324,224  
Unearned and advance premiums
    101,042       102,672  
Notes payable
    35,571       36,464  
Other liabilities
    43,576       47,626  
Total liabilities
  $ 491,730     $ 510,986  
Total stockholders’ equity
    163,723       158,177  
Total liabilities and stockholders’ equity
  $ 655,453     $ 669,163  


 
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