10-Q 1 pra-2013930x10q.htm 10-Q PRA-2013.9.30-10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2013 or
¨
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from              to                          
Commission file number 0-16533
ProAssurance Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
63-1261433
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer Identification No.)
 
 
100 Brookwood Place, Birmingham, AL
35209
(Address of Principal Executive Offices)
(Zip Code)
 
 
(205) 877-4400
 
(Registrant’s Telephone Number,
Including Area Code)
(Former Name, Former Address, and Former
Fiscal Year, if Changed Since Last Report)
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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter), during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
ý
 
  
Accelerated filer
 
¨
 
 
 
 
 
 
 
 
Non-accelerated filer
 
¨
(Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of October 25, 2013, there were 61,673,933 shares of the registrant’s common stock outstanding.




Forward-Looking Statements
Any statements in this Form 10-Q that are not historical facts are specifically identified as forward-looking statements. These statements are based upon our estimates and anticipation of future events and are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward-looking statements. Forward-looking statements are identified by words such as, but not limited to, “anticipate”, “believe”, “estimate”, “expect”, “hope”, “hopeful”, “intend”, “likely”, “may”, “optimistic”, “possible”, “potential”, “preliminary”, “project”, “should”, “will” and other analogous expressions. There are numerous factors that could cause our actual results to differ materially from those in the forward-looking statements. Thus, sentences and phrases that we use to convey our view of future events and trends are expressly designated as forward-looking statements as are sections of this Form 10-Q that are identified as giving our outlook on future business.
Forward-looking statements relating to our business include among other things: statements concerning liquidity and capital requirements, investment valuation and performance, return on equity, financial ratios, net income, premiums, losses and loss reserves, premium rates and retention of current business, competition and market conditions, the expansion of product lines, the development or acquisition of business in new geographical areas, the availability of acceptable reinsurance, actions by regulators and rating agencies, court actions, legislative actions, payment or performance of obligations under indebtedness, payment of dividends, and other matters.
These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following factors that could affect the actual outcome of future events:
changes in general economic conditions;
our ability to maintain our dividend payments;
regulatory, legislative and judicial actions or decisions that could affect our business plans or operations;
the enactment or repeal of tort reforms;
formation or dissolution of state-sponsored medical professional liability insurance entities that could remove or add sizable groups of physicians from or to the private insurance market;
the impact of deflation or inflation;
changes in the interest rate environment;
changes in U.S. laws or government regulations regarding financial markets or market activity that may affect the U.S. economy and our business;
changes in the ability of the U.S. government to meet its obligations that may affect the U.S. economy and our business;
performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments;
changes in accounting policies and practices that may be adopted by our regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;
changes in laws or government regulations affecting the financial services industry, the property and casualty insurance industry or particular insurance lines underwritten by our subsidiaries;
the effects of changes in the healthcare delivery system, including but not limited to the Patient Protection and Affordable Care Act;
consolidation of healthcare providers and entities that are more likely to self insure and not purchase medical professional liability insurance;
uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance;
changes in the availability, cost, quality or collectability of insurance/reinsurance;
the results of litigation, including pre- or post-trial motions, trials and/or appeals we undertake;
allegation of bad faith which may arise from our handling of any particular claim, including failure to settle;
loss of independent agents;
changes in our organization, compensation and benefit plans;
our ability to retain and recruit senior management;

2


assessments from guaranty funds;
our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations;
changes to the ratings assigned by rating agencies to our insurance subsidiaries, individually or as a group;
provisions in our charter documents, Delaware law and state insurance law may impede attempts to replace or remove management or may impede a takeover;
state insurance restrictions may prohibit assets held by our insurance subsidiaries, including cash and investment securities, from being used for general corporate purposes;
taxing authorities can take exception to our tax positions and cause us to incur significant amounts of legal and accounting costs and, if our defense is not successful, additional tax costs, including interest and penalties;
insurance market conditions may alter the effectiveness of our current business strategy and impact our revenues; and
expected benefits from completed and proposed acquisitions may not be achieved or may be delayed longer than expected due to business disruption; loss of customers, employees and key agents; increased operating costs or inability to achieve cost savings; and assumption of greater than expected liabilities, among other reasons.
Additional risks that could adversely affect the merger of Medmarc Mutual Insurance Company, now Medmarc Casualty Insurance Company (Medmarc), Independent Nevada Doctors Insurance Exchange (IND), merged into ProAssurance Casualty Company effective October 1, 2013, and Eastern Insurance Holdings, Inc. (Eastern) into ProAssurance, include but are not limited to the following:
the outcome of any potential claims asserted by either the policyholders or shareholders of any of these acquired entities relating to payments or other issues associated with the acquisition of the entities and subsequent mergers into ProAssurance;
the businesses of ProAssurance and Medmarc, ProAssurance and IND or ProAssurance and Eastern may not be integrated successfully, or such integration may take longer to accomplish than expected;
cost savings from the transactions may not be fully realized or may take longer to realize than expected;
operating costs, customer loss and business disruption following one or all transactions, including adverse effects on relationships with employees, may be greater than expected;
there may be restrictions on our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations;
governmental approvals of the Eastern merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger;
the board of directors of Eastern may withdraw its recommendation and support a competing acquisition proposal; and
Eastern's shareholders may fail to approve the merger.
Our results may differ materially from those we expect and discuss in any forward-looking statements. The principal risk factors that may cause these differences are described in “Item 1A, Risk Factors” in our Form 10-K and other documents we file with the Securities and Exchange Commission, such as our current reports on Form 8-K, and our regular reports on Form 10-Q.
We caution readers not to place undue reliance on any such forward-looking statements, which are based upon conditions existing only as of the date made, and advise readers that these factors could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. Except as required by law or regulations, we do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

3


 
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

4


ProAssurance Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share data)
 
September 30,
2013
 
December 31,
2012
Assets
 
 
 
Investments
 
 
 
Fixed maturities, available for sale, at fair value; amortized cost, $3,104,248 and $3,224,332, respectively
$
3,212,057

 
$
3,447,999

Equity securities, trading, at fair value; cost, $211,188 and $187,891, respectively
249,699

 
202,618

Short-term investments
115,946

 
71,737

Business owned life insurance
53,922

 
52,414

Investment in unconsolidated subsidiaries
189,590

 
121,049

Other investments
36,459

 
31,085

Total Investments
3,857,673

 
3,926,902

Cash and cash equivalents
279,051

 
118,551

Premiums receivable
131,179

 
106,312

Receivable from reinsurers on paid losses and loss adjustment expenses
6,934

 
4,517

Receivable from reinsurers on unpaid losses and loss adjustment expenses
249,720

 
191,645

Prepaid reinsurance premiums
24,348

 
13,404

Deferred policy acquisition costs
30,245

 
23,179

Deferred tax asset
1,341

 

Real estate, net
41,373

 
41,502

Intangible assets
52,880

 
53,225

Goodwill
161,115

 
163,055

Other assets
127,973

 
234,286

Total Assets
$
4,963,832

 
$
4,876,578

Liabilities and Shareholders’ Equity
 
 
 
Liabilities
 
 
 
Policy liabilities and accruals
 
 
 
Reserve for losses and loss adjustment expenses
$
2,148,112

 
$
2,054,994

Unearned premiums
281,568

 
233,861

Reinsurance premiums payable
37,507

 
45,591

Total Policy Liabilities
2,467,187

 
2,334,446

Deferred tax liability

 
14,585

Other liabilities
123,284

 
131,967

Long-term debt, at amortized cost

 
125,000

Total Liabilities
2,590,471

 
2,605,998

Shareholders’ Equity
 
 
 
Common shares, par value $0.01 per share, 100,000,000 shares authorized, 62,092,164 and 61,867,034 shares issued, respectively
621

 
619

Additional paid-in capital
347,547

 
341,780

Accumulated other comprehensive income (loss), net of deferred tax expense (benefit) of $37,733 and $78,284, respectively
70,073

 
145,380

Retained earnings
1,963,140

 
1,782,857

 
2,381,381

 
2,270,636

Treasury shares, at cost, 418,240 shares and 243,530 shares, respectively
(8,020
)
 
(56
)
Total Shareholders’ Equity
2,373,361

 
2,270,580

Total Liabilities and Shareholders’ Equity
$
4,963,832

 
$
4,876,578


See accompanying notes.    5


ProAssurance Corporation and Subsidiaries
Condensed Consolidated Statements of Changes in Capital (Unaudited)
(In thousands)
 
 
Common Stock
 
Additional Paid-in Capital
 
Accumulated Other Comprehensive Income (Loss)
 
Retained Earnings
 
Treasury Stock
 
Total
Balance at December 31, 2012
$
619

 
$
341,780

 
$
145,380

 
$
1,782,857

 
$
(56
)
 
$
2,270,580

Common shares reacquired

 

 

 

 
(7,964
)
 
(7,964
)
Common shares issued for compensation

 
2,807

 

 

 

 
2,807

Share-based compensation

 
6,930

 

 

 

 
6,930

Net effect of restricted and performance shares issued and stock options exercised
2

 
(3,970
)
 

 

 

 
(3,968
)
Dividends to shareholders

 

 

 
(46,375
)
 

 
(46,375
)
Other comprehensive income (loss)

 

 
(75,307
)
 

 

 
(75,307
)
Net income

 

 

 
226,658

 

 
226,658

Balance at September 30, 2013
$
621

 
$
347,547

 
$
70,073

 
$
1,963,140

 
$
(8,020
)
 
$
2,373,361

 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Additional Paid-in Capital
 
Accumulated Other Comprehensive Income (Loss)
 
Retained Earnings
 
Treasury Stock
 
Total
Balance at December 31, 2011
$
346

 
$
538,625

 
$
130,037

 
$
1,699,853

 
$
(204,408
)
 
$
2,164,453

Common shares issued for compensation

 
2,213

 

 

 

 
2,213

Share-based compensation

 
6,381

 

 

 

 
6,381

Net effect of restricted and performance shares issued and stock options exercised
1

 
(3,748
)
 

 

 

 
(3,747
)
Dividends to shareholders

 

 

 
(23,005
)
 

 
(23,005
)
Other comprehensive income (loss)

 

 
28,899

 

 

 
28,899

Net income

 

 

 
174,204

 

 
174,204

Balance at September 30, 2012
$
347

 
$
543,471

 
$
158,936

 
$
1,851,052

 
$
(204,408
)
 
$
2,349,398



See accompanying notes.    6


ProAssurance Corporation and Subsidiaries
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)
(In thousands, except per share data)
 
Three Months Ended September 30
 
Nine Months Ended September 30
 
2013
 
2012
 
2013
 
2012
Revenues
 
 
 
 
 
 
 
Net premiums earned
$
133,598

 
$
127,125

 
$
398,528

 
$
395,050

Net investment income
33,889

 
33,910

 
99,282

 
101,912

Equity in earnings (loss) of unconsolidated subsidiaries
(305
)
 
211

 
(3,500
)
 
(4,082
)
Net realized investment gains (losses):
 
 
 
 
 
 
 
Other-than-temporary impairment (OTTI) losses

 
(142
)
 
(71
)
 
(1,566
)
Portion of OTTI losses recognized in (reclassified from) other comprehensive income before taxes

 

 

 
(201
)
Net impairment losses recognized in earnings

 
(142
)
 
(71
)
 
(1,767
)
Other net realized investment gains (losses)
12,500

 
13,361

 
47,721

 
24,115

Total net realized investment gains (losses)
12,500

 
13,219

 
47,650

 
22,348

Other income
1,804

 
1,529

 
5,305

 
5,207

 
 
 
 
 
 
 
 
Total revenues
181,486

 
175,994

 
547,265

 
520,435

 
 
 
 
 
 
 


Expenses
 
 
 
 
 
 
 
Losses and loss adjustment expenses
65,619

 
63,675

 
203,885

 
197,112

Reinsurance recoveries
(3,982
)
 
(7,054
)
 
(14,013
)
 
(22,208
)
Net losses and loss adjustment expenses
61,637

 
56,621

 
189,872

 
174,904

Underwriting, policy acquisition and operating expenses
33,348

 
33,280

 
105,592

 
103,083

Interest expense
322

 
350

 
1,085

 
2,002

Loss on extinguishment of debt

 
2,163

 

 
2,163

 
 
 
 
 
 
 
 
Total expenses
95,307

 
92,414

 
296,549

 
282,152

 
 
 
 
 
 
 
 
Gain on acquisition
494

 

 
35,986

 

 
 
 
 
 
 
 
 
Income before income taxes
86,673

 
83,580

 
286,702

 
238,283

 
 
 
 
 
 
 
 
Provision for income taxes
 
 
 
 
 
 
 
Current expense (benefit)
12,687

 
19,017

 
36,902

 
56,612

Deferred expense (benefit)
10,629

 
4,457

 
23,142

 
7,467

Total income tax expense (benefit)
23,316

 
23,474

 
60,044

 
64,079

 
 
 
 
 
 
 
 
Net income
$
63,357

 
$
60,106

 
$
226,658

 
$
174,204

 
 
 
 
 
 
 
 
Other comprehensive income (loss), after tax, net of reclassification adjustments
(4,989
)
 
18,885

 
(75,307
)
 
28,899

 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
58,368

 
$
78,991

 
$
151,351

 
$
203,103

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
1.02

 
$
0.98

 
$
3.67

 
$
2.84

Diluted
$
1.02

 
$
0.97

 
$
3.65

 
$
2.82

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
61,844

 
61,349

 
61,793

 
61,281

Diluted
62,108

 
61,875

 
62,040

 
61,804

 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.25

 
$
0.13

 
$
0.75

 
$
0.38


See accompanying notes.    7


ProAssurance Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 
Nine Months Ended September 30
 
2013
 
2012
Operating Activities
 
 
 
Net income
$
226,658

 
$
174,204

Adjustments to reconcile income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
34,364

 
28,280

Loss (gain) on extinguishment of debt

 
2,163

Gain on acquisition
(35,986
)
 

Net realized investment gains
(47,650
)
 
(22,348
)
Share-based compensation
6,930

 
6,381

Deferred income taxes
23,142

 
7,467

Policy acquisition costs, net amortization (net deferral)
(7,066
)
 
1,584

Other
(8,367
)
 
(2,423
)
Other changes in assets and liabilities, excluding effect of business combinations:
 
 
 
Premiums receivable
(21,881
)
 
(4,984
)
Reinsurance related assets and liabilities
(1,510
)
 
11,767

Other assets
(34,016
)
 
(5,217
)
Reserve for losses and loss adjustment expenses
(104,387
)
 
(94,224
)
Unearned premiums
23,574

 
6,506

Other liabilities
(29,844
)
 
(47,800
)
Net cash provided (used) by operating activities
23,961

 
61,356

Investing Activities
 
 
 
Purchases of:
 
 
 
Fixed maturities, available for sale
(406,152
)
 
(533,780
)
Equity securities, trading
(73,292
)
 
(84,008
)
Other investments
(7,926
)
 
(9,539
)
Funding of tax credit limited partnerships
(58,801
)
 
(29,458
)
(Investment in) distributions from unconsolidated subsidiaries, net
(1,073
)
 
(6,451
)
Proceeds from sales or maturities of:
 
 
 
Fixed maturities, available for sale
782,612

 
666,054

Equity securities, trading
95,658

 
33,343

Other investments
2,352

 
588

Net sales or maturities (purchases) of short-term investments
(43,434
)
 
(48,230
)
Cash received from acquisitions
22,780

 

Unsettled security transactions, net
(2,744
)
 
3,399

Cash received (paid) for other assets
(8,253
)
 
(5,651
)
Net cash provided (used) by investing activities
301,727

 
(13,733
)
 
 
 
 

See accompanying notes.    8


 
Nine Months Ended September 30
 
2013
 
2012
Financing Activities
 
 
 
Repayment of long-term debt
(125,000
)
 
(57,660
)
Repurchase of common stock
(1,990
)
 

Dividends to shareholders
(30,842
)
 
(22,922
)
Other
(7,356
)
 
218

Net cash provided (used) by financing activities
(165,188
)
 
(80,364
)
Increase (decrease) in cash and cash equivalents
160,500

 
(32,741
)
Cash and cash equivalents at beginning of period
118,551

 
130,400

Cash and cash equivalents at end of period
$
279,051

 
$
97,659

 
 
 
 
Significant non-cash transactions
 
 
 
Deposit transferred as consideration for acquisition
$
153,700

 
$


See accompanying notes.    9

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013


1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of ProAssurance Corporation and its consolidated subsidiaries (ProAssurance, PRA or the Company). The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included. ProAssurance’s results for the three- and nine-month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes contained in ProAssurance’s December 31, 2012 report on Form 10-K. In connection with its preparation of the Condensed Consolidated Financial Statements, ProAssurance evaluated events that occurred subsequent to September 30, 2013 for recognition or disclosure in its financial statements and notes to financial statements.
Stock Split
In 2012, the Board of Directors of ProAssurance Corporation (the Board) declared a two-for-one split of ProAssurance common shares which was effected December 27, 2012 in the form of a stock dividend. All share and per share information provided in this report reflects the effect of the split for all periods presented.
Accounting Changes Not Yet Adopted
Liabilities-Obligations Resulting from Joint and Several Liability Arrangements
Effective for fiscal years beginning after December 15, 2013, the Financial Accounting Standards Board (FASB) revised guidance related to obligations resulting from joint and several liability arrangements. The new guidance requires an entity to recognize, measure and disclose obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, except for obligations already addressed within existing GAAP guidance. The new guidance requires retrospective application to all prior periods presented for any such arrangements that exist at the beginning of the fiscal year of adoption. ProAssurance plans to adopt the guidance beginning January 1, 2014. Adoption of this guidance is expected to have no effect on ProAssurance's results of operations or financial position.
Income Taxes-Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
Effective for fiscal years beginning after December 15, 2013, the FASB issued guidance related to the financial statement presentation of unrecognized tax benefits. The new guidance requires an entity to present unrecognized tax benefits as a reduction to a deferred tax asset resulting from a net operating loss carryforward, a similar tax loss, or tax credit carryforward except in circumstances where the relevant taxing authority does not permit offset or does not require offset and the entity does not intend to use the deferred tax asset for offset. The guidance requires prospective application for all unrecognized tax benefits that exist as of the effective date, but may be applied retrospectively. ProAssurance plans to adopt the guidance prospectively beginning January 1, 2014. Adoption of this guidance is expected to have no effect on ProAssurance's results of operations or financial position.

10

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

Accounting Changes Adopted
Intangibles-Goodwill and Other
Effective for fiscal years beginning after September 15, 2012, the FASB revised guidance related to impairment testing of indefinite-lived intangible assets. The new guidance permits an entity to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that an indefinite-lived intangible asset is impaired. Quantitative impairment testing is required only if the assessment of qualitative factors indicates it is more likely than not that impairment exists. ProAssurance adopted the guidance on January 1, 2013. Adoption of this guidance had no material effect on ProAssurance's results of operations or financial position.
Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income
Effective for interim and annual reporting periods beginning after December 15, 2012, the FASB revised guidance related to the disclosure of amounts reclassified out of accumulated other comprehensive income. The most significant provisions of the new guidance require entities to present additional disclosure, either on the face of the income statement or in the notes, regarding significant amounts reclassified, in their entirety, from accumulated other comprehensive income to net income. ProAssurance adopted the guidance on January 1, 2013. Adoption of this guidance had no material effect on ProAssurance’s results of operations or financial position as it impacts disclosures only.
Disclosures About Offsetting Assets and Liabilities
Effective for fiscal years beginning on or after January 1, 2013, the FASB revised guidance related to disclosures about certain assets and liabilities in an entity’s financial statements. The guidance requires disclosures related to the net and gross positions of certain financial instruments and transactions that are either eligible for offset in accordance with existing GAAP guidance or subject to an agreement that requires such offset. The guidance must be applied retrospectively for all prior periods presented. ProAssurance adopted the guidance on January 1, 2013. Adoption of this guidance had no material effect on ProAssurance’s results of operations or financial position as it impacts disclosures only.

11

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

2. Acquisitions
All entities acquired in 2013 and 2012 were accounted for in accordance with GAAP relating to business combinations.
On January 1, 2013, ProAssurance completed the acquisition of Medmarc Mutual Insurance Company, now Medmarc Casualty Insurance Company (Medmarc), through a sponsored demutualization. Medmarc is based in Chantilly, Virginia and provides products liability insurance for medical technology and life sciences companies and also provides legal professional liability insurance. ProAssurance acquired Medmarc for cash of $153.7 million, including the funding of future policy credits for eligible members of $7.5 million. ProAssurance transferred all of the cash required to complete the transaction to a third-party conversion agent for the benefit of Medmarc eligible members on December 27, 2012; the deposit was classified as a part of Other Assets at December 31, 2012. ProAssurance incurred expenses related to the purchase of approximately $2.3 million during the first nine months of 2013 and approximately $1.0 million during the year ended December 31, 2012. These expenses were included as a part of operating expenses in the periods incurred.
During 2012, ProAssurance completed an acquisition of a reciprocal exchange that converted to a stock insurance company upon acquisition. The acquisition was not material to ProAssurance.
The purchase consideration for Medmarc was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, as shown in the table below. The purchase consideration was less than the estimated fair value of the net assets acquired resulting in a gain on the acquisition of $36.0 million, including $0.5 million recognized during the third quarter of 2013 due to the redetermination of pre-acquisition tax liabilities. ProAssurance believes it was able to acquire Medmarc for less than the fair value of its net assets due to Medmarc's declining premium base and its small capital position relative to other insurers in the medical technology and life sciences products liability insurance market.
(In thousands)
 
 
Fixed maturities, available for sale
 
$
269,529

Equity securities, trading
 
30,976

Cash and short-term investments
 
24,008

Other investments
 
5,340

Premiums receivable
 
2,986

Receivable from reinsurers on unpaid losses and LAE
 
73,107

Intangible assets
 
3,630

Other assets
 
14,614

Reserve for losses and loss adjustment expenses
 
(201,072
)
Unearned premiums
 
(16,937
)
Deferred tax liabilities
 
(1,262
)
Other liabilities
 
(15,233
)
Fair value of net assets acquired
 
$
189,686

Gain on Acquisition
 
(35,986
)
Total purchase consideration
 
$
153,700

Intangible assets acquired principally consist of non-compete agreements, which are amortizable over their useful life of two years, and insurance licenses, which have an indefinite useful life and are not amortized.
ProAssurance believes that all contractual cash flows related to acquired receivables will be collected. The fair value of reserves for losses and loss adjustment expenses and related reinsurance recoverables were estimated based on the present value of the expected underlying net cash flows, including a 5% profit margin and a 5% risk premium, and were determined to be materially the same as the recorded cost basis acquired.

12

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

The following table provides Pro Forma Consolidated Results for the three and nine months ended September 30, 2013 and 2012 as if the Medmarc transaction had occurred on January 1, 2012. ProAssurance Actual Consolidated Results have been adjusted by the following, net of related tax effects, to reflect the Pro Forma Consolidated Results below.
For the three and nine months ended September 30, 2012, the ProAssurance 2012 Actual Consolidated Results did not include Medmarc, and have been adjusted to include Medmarc's 2012 operating results. ProAssurance Actual Consolidated Results for the three and nine months ended September 30, 2013 included Medmarc operating results (Revenue of $10.4 million and $33.2 million, respectively, and Earnings of $1.9 million and $6.4 million, respectively).
Certain costs included in ProAssurance actual results for the three and nine months ended September 30, 2013 have been reported in the Pro Forma Consolidated Results as if the costs had been incurred for the three and nine months ended September 30, 2012. Such costs include direct transaction costs and certain compensation costs directly related to the integration of Medmarc operations.
Prior to the acquisition date, Medmarc reported on a statutory basis and expensed policy acquisition costs associated with successful contracts as incurred. After the acquisition date, in accordance with GAAP, Medmarc policy acquisition costs associated with successful contracts were capitalized and amortized to expense as the related premium revenues were earned, but no amortization was recognized for Medmarc policies written prior to the acquisition date. The Pro Forma Consolidated Results for both 2013 and 2012 have been adjusted to reflect policy acquisition costs as if Medmarc had followed GAAP guidance for these costs in pre-acquisition periods.
Earnings for the three and nine months ended September 30, 2012, were reduced to reflect amortization of intangible assets and debt security premiums and discounts recorded as a part of the Medmarc purchase price allocation.
The gain on the acquisition of $0.5 million and $36.0 million that was included in ProAssurance Actual Consolidated Results for the three and nine months ended September 30, 2013, respectively, has been reported in the Pro Forma Consolidated Results as being recognized during the three and nine months ended September 30, 2012.
 
Three Months Ended September 30, 2013
 
Nine Months Ended September 30, 2013
(In thousands)
ProAssurance
Pro Forma
Consolidated
Results
 
ProAssurance
Actual
Consolidated Results
 
ProAssurance
Pro Forma
Consolidated
Results
 
ProAssurance
Actual
Consolidated Results
Revenue
$181,486
 
$181,486
 
$547,265
 
$547,265
Earnings
$62,603
 
$63,357
 
$189,593
 
$226,658
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2012
 
Nine Months Ended September 30, 2012
(In thousands)
ProAssurance
Pro Forma
Consolidated
Results
 
ProAssurance
Actual
Consolidated Results
 
ProAssurance
Pro Forma
Consolidated
Results
 
ProAssurance
Actual
Consolidated Results
Revenue
$186,571
 
$175,994
 
$551,532
 
$520,435
Earnings
$62,678
 
$60,106
 
$214,361
 
$174,204

13

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013


3. Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level hierarchy has been established for valuing assets and liabilities based on how transparent (observable) the inputs are that are used to determine fair value, with the inputs considered most observable categorized as Level 1 and those that are the least observable categorized as Level 3. Hierarchy levels are defined as follows:
 
Level 1:
quoted (unadjusted) market prices in active markets for identical assets and liabilities. For ProAssurance, Level 1 inputs are generally quotes for debt or equity securities actively traded in exchange or over-the-counter markets.
 
Level 2:
market data obtained from sources independent of the reporting entity (observable inputs). For ProAssurance, Level 2 inputs generally include quoted prices in markets that are not active, quoted prices for similar assets or liabilities, and results from pricing models that use observable inputs such as interest rates and yield curves that are generally available at commonly quoted intervals.
 
Level 3:
the reporting entity’s own assumptions about market participant assumptions based on the best information available in the circumstances (non-observable inputs). For ProAssurance, Level 3 inputs are used in situations where little or no Level 1 or 2 inputs are available or are inappropriate given the particular circumstances. Level 3 inputs include results from pricing models for which some or all of the inputs are not observable, discounted cash flow methodologies, single non-binding broker quotes and adjustments to externally quoted prices that are based on management judgment or estimation.
Fair values of assets measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, including financial instruments for which ProAssurance has elected fair value, are shown in the following tables. The tables also indicate the fair value hierarchy of the valuation techniques utilized to determine those fair values. For some assets, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When this is the case, the asset is categorized based on the level of the most significant input to the fair value measurement. Assessments of the significance of a particular input to the fair value measurement requires judgment and consideration of factors specific to the assets being valued.

14

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

 
September 30, 2013
 
Fair Value Measurements Using
 
Total
(In thousands)
Level 1
 
Level 2
 
Level 3
 
Fair Value
Assets:
 
 
 
 
 
 
 
Fixed maturities, available for sale
 
 
 
 
 
 
 
U.S. Treasury obligations
$

 
$
176,548

 
$

 
$
176,548

U.S. Government-sponsored enterprise obligations

 
36,374

 

 
36,374

State and municipal bonds

 
1,182,087

 
5,025

 
1,187,112

Corporate debt, multiple observable inputs

 
1,372,499

 

 
1,372,499

Corporate debt, limited observable inputs:
 
 
 
 
 
 

Private placement senior notes

 

 

 

Other corporate debt, NRSRO ratings available

 

 
9,853

 
9,853

Other corporate debt, NRSRO ratings not available

 

 
881

 
881

Residential mortgage-backed securities

 
247,883

 

 
247,883

Agency commercial mortgage-backed securities

 
31,366

 

 
31,366

Other commercial mortgage-backed securities

 
66,031

 

 
66,031

Other asset-backed securities

 
78,815

 
4,695

 
83,510

Equity securities
 
 
 
 
 
 

Financial
80,016

 

 

 
80,016

Utilities/Energy
32,515

 

 

 
32,515

Consumer oriented
64,330

 

 

 
64,330

Industrial
57,149

 

 

 
57,149

All other
15,689

 

 

 
15,689

Short-term investments
108,765

 
7,181

 

 
115,946

Financial instruments carried at fair value, classified as a part of:
 
 
 
 
 
 
 
Investment in unconsolidated subsidiaries

 

 
44,656

 
44,656

Total assets
$
358,464

 
$
3,198,784

 
$
65,110

 
$
3,622,358



15

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

 
December 31, 2012
 
Fair Value Measurements Using
 
Total
(In thousands)
Level 1
 
Level 2
 
Level 3
 
Fair Value
Assets:
 
 
 
 
 
 
 
Fixed maturities, available for sale
 
 
 
 
 
 
 
U.S. Treasury obligations
$

 
$
205,857

 
$

 
$
205,857

U.S. Government-sponsored enterprise obligations

 
56,947

 

 
56,947

State and municipal bonds

 
1,212,804

 
7,175

 
1,219,979

Corporate debt, multiple observable inputs

 
1,455,333

 

 
1,455,333

Corporate debt, limited observable inputs:
 
 
 
 
 
 

Private placement senior notes

 

 
346

 
346

Other corporate debt, NRSRO ratings available

 

 
13,835

 
13,835

Other corporate debt, NRSRO ratings not available

 

 
1,010

 
1,010

Residential mortgage-backed securities

 
289,850

 

 
289,850

Agency commercial mortgage-backed securities

 
59,464

 

 
59,464

Other commercial mortgage-backed securities

 
74,106

 

 
74,106

Other asset-backed securities

 
67,237

 
4,035

 
71,272

Equity securities
 
 
 
 
 
 

Financial
70,900

 

 

 
70,900

Utilities/Energy
31,383

 

 

 
31,383

Consumer oriented
51,100

 

 

 
51,100

Industrial
29,695

 

 

 
29,695

All other
19,540

 

 

 
19,540

Short-term investments
59,761

 
11,976

 

 
71,737

Financial instruments carried at fair value, classified as a part of:
 
 
 
 
 
 

Investment in unconsolidated subsidiaries

 

 
33,739

 
33,739

Total assets
$
262,379

 
$
3,433,574

 
$
60,140

 
$
3,756,093

The fair values for securities included in the Level 2 category, with the few exceptions described below, have been developed by one of several third party, nationally recognized pricing services, including services that price only certain types of securities. Each service uses complex methodologies to determine values for securities and subject the values they develop to quality control reviews. Management has selected a primary source for each type of security in the portfolio, and reviews the values provided for reasonableness by comparing data to alternate pricing services and to available market and trade data. Values that appear inconsistent are further reviewed for appropriateness. If a value does not appear reasonable, the valuation is discussed with the service that provided the value and would be adjusted, if necessary. No such adjustments have been necessary in 2013 or 2012.
Level 2 Valuations
Below is a summary description of the valuation methodologies primarily used by the pricing services for securities in the Level 2 category, by security type:
U.S. Treasury obligations are valued based on quoted prices for identical assets, or, in markets that are not active, quotes for similar assets, taking into consideration adjustments for variations in contractual cash flows and yields to maturity.
U.S. Government-sponsored enterprise obligations are valued using pricing models that consider current and historical market data, normal trading conventions, credit ratings and the particular structure and characteristics of the security being valued, such as yield to maturity, redemption options and contractual cash flows. Adjustments to model inputs or model results are included in the valuation process when necessary to reflect recent events, such as regulatory, government or corporate actions or significant economic, industry or geographic events that would affect the security’s fair value.
State and municipal bonds are valued using a series of matrices that consider credit ratings, the structure of the security, the sector in which the security falls, yields and contractual cash flows. Valuations are further adjusted, when necessary, to reflect recent significant economic or geographic events or ratings changes that would affect the security’s fair value.

16

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

Corporate debt with multiple observable inputs consists primarily of corporate bonds, but also includes a small number of bank loans. The methodology used to value Level 2 corporate bonds is the same as the methodology previously described for U.S. Government-sponsored enterprise obligations. Bank loans are valued by an outside vendor based upon a widely distributed, loan-specific listing of average bid and ask prices published daily by an investment industry group. The publisher of the listing derives the averages from data received from multiple market-makers for bank loans.
Residential and commercial mortgage backed securities. Agency pass-through securities are valued using a matrix, considering the issuer type, coupon rate and longest cash flows outstanding. The matrix is developed daily based on available market information. Agency and non-agency collateralized mortgage obligations are both valued using models that consider the structure of the security, current and historical information regarding prepayment speeds, ratings and ratings updates, and current and historical interest rate and interest rate spread data. Valuations of Alt-A mortgages include a review of collateral performance data, which is generally updated monthly.
Other asset-backed securities are valued using models that consider the structure of the security, monthly payment information, current and historical information regarding prepayment speeds, ratings and ratings updates, and current and historical interest rate and interest rate spread data. Spreads and prepayment speeds consider collateral type. Valuations of subprime home equity loans use the same valuation methodology as previously described for Alt-A mortgages.
Short-term investments included in the Level 2 category are commercial paper and certificates of deposit maturing within one year, carried at cost which approximates the fair value of the security due to the short term to maturity.
 Level 3 Valuations
Below is a summary description of the valuation processes and methodologies used as well as quantitative information regarding securities in the Level 3 category.
Level 3 Valuation Processes
Level 3 securities are priced by the Vice President of Investments for our subsidiaries, who reports to the Chief Financial Officer.
Level 3 valuations are computed quarterly. Prices are evaluated quarterly against prior period prices and the expected change in price.
Exclusive of Investments in unconsolidated subsidiaries, which are valued at net asset value (NAV), the securities noted in the disclosure are primarily NRSRO rated corporate debt instruments for which comparable market inputs are commonly available for evaluating the securities in question. Valuation of these corporate debt instruments is not overly sensitive to changes in the unobservable inputs used.

17

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

Level 3 Valuation Methodologies
State and municipal bonds consists of auction rate municipal bonds valued internally using either published quotes for similar securities or values produced by discounted cash flow models using yields currently available on fixed rate securities with a similar term and collateral, adjusted to consider the effect of a floating rate and a premium for illiquidity. At September 30, 2013 and December 31, 2012 all of these bonds were rated A- or better.
Corporate debt with limited observable inputs consists of certain corporate bonds and, at December 31, 2012, private placement senior notes guaranteed by large regional banks. Valuations are determined using dealer quotes for similar securities or discounted cash flow models using yields currently available for similar securities. Similar securities are defined as securities having like terms and payment features that are of comparable credit quality. Assessments of credit quality are based on NRSRO ratings, if available, or are subjectively determined by management if not available. At September 30, 2013, the average rating of rated securities was A-.
Other asset-backed securities consists of securitizations of receivables valued using dealer quotes for similar securities or discounted cash flow models using yields currently available for similar securities.
Investment in unconsolidated subsidiaries consist of limited partnership (LP) and limited liability company (LLC) interests valued using the NAV provided by the LP/LLC, which approximates the fair value of the interest.
Such interests include the following:
 
Unfunded
Commitments
 
Fair Value
(In thousands)
September 30,
2013
 
September 30,
2013
 
December 31,
2012
Investments in LPs/LLCs:
 
 
 
 
 
Secured debt fund (1)
$
27,800

 
$
12,342

 
$

Long equity fund (2)
None

 
5,813

 

Long/Short equity fund (3)
None

 
6,128

 
17,115

Non-public equity funds (4)
40,353

 
20,373

 
16,624

 
 
 
$
44,656

 
$
33,739

(1)
The LP is structured to provide income and capital appreciation primarily through investments in senior secured debt. Redemptions are not allowed. Income and capital are to be periodically distributed at the discretion of the LP over an anticipated time frame that spans from 7 to 9 years.
(2)
The LP holds long equities of public international companies. Redemptions are allowed at the end of any calendar month with a prior notice requirement of 15 days and are paid within 10 days of the end of the calendar month of the redemption request.
(3)
The LP holds both long and short U.S. and North American equities, and targets absolute returns using a strategy designed to take advantage of event-driven market opportunities. Redemptions are allowed with a notice requirement of up to 45 days and are paid within 30 days of the redemption date, unless the redemption request is for 90% or more of the requestor’s capital balance. Redemptions at the 90% and above level will be paid at 90%, with the remainder paid after the LP’s annual audit.
(4)
Comprised of interests in two unrelated LP funds, each structured to provide capital appreciation through diversified investments in private equity, which can include investments in buyout, venture capital, mezzanine debt, distressed debt and other private equity-oriented LPs. One LP allows redemption by special consent; the other does not permit redemption. Income and capital are to be periodically distributed at the discretion of the LP over an anticipated time frame that spans from 4 to 7 years.

18

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

Quantitative Information Regarding Level 3 Valuations
Quantitative Information about Level 3 Fair Value Measurements
 
 
Fair Value at
 
 
 
 
 
 
(In millions)
 
September 30, 2013
 
December 31, 2012
 
Valuation Technique
 
Unobservable Input
 
Range
(Weighted Average)
Assets:
 
 
 
 
 
 
 
 
 
 
State and municipal bonds
 
$5.0
 
$7.2
 
Market Comparable
Securities
 
Comparability Adjustment
 
0% - 10% (5%)
 
 
 
 
 
 
Discounted Cash Flows
 
Comparability Adjustment
 
0% - 10% (5%)
Corporate debt with limited observable inputs
 
$10.7
 
$15.2
 
Market Comparable
Securities
 
Comparability Adjustment
 
0% - 5% (2.5%)
 
 
 
 
 
 
Discounted Cash Flows
 
Comparability Adjustment
 
0% - 5% (2.5%)
Other asset-backed securities
 
$4.7
 
$4.0
 
Market Comparable
Securities
 
Comparability Adjustment
 
0% - 5% (2.5%)
 
 
 
 
 
 
Discounted Cash Flows
 
Comparability Adjustment
 
0% - 5% (2.5%)
The significant unobservable inputs used in the fair value measurement of the entity’s corporate bonds are the valuations of comparable securities with similar issuer, credit quality and maturity. Changes in the availability of comparable securities could result in changes in the fair value measurements.
Fair Value Measurements - Level 3 Assets
The following tables (the Level 3 Tables) present summary information regarding changes in the fair value of assets measured at fair value using Level 3 inputs.
 
September 30, 2013
 
Level 3 Fair Value Measurements – Assets
(In thousands)
State and Municipal Bonds
 
Corporate Debt
 
Asset-backed Securities
 
Investment in Unconsolidated Subsidiaries
 
Other Investments
 
Total
Balance June 30, 2013
$
5,025

 
$
11,359

 
$
4,679

 
$
44,549

 
$

 
$
65,612

Total gains (losses) realized and unrealized:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings, as a part of:
 
 
 
 
 
 
 
 
 
 
 
Net investment income

 
(1
)
 

 

 

 
(1
)
Equity in earnings of unconsolidated subsidiaries

 

 

 
1,301

 

 
1,301

Net realized investment gains (losses)

 

 

 

 

 

Included in other comprehensive income

 
(221
)
 
16

 

 

 
(205
)
Purchases

 

 

 
2,354

 

 
2,354

Sales

 
(503
)
 

 
(3,548
)
 

 
(4,051
)
Transfers in

 
100

 

 

 

 
100

Transfers out

 

 

 

 

 

Balance September 30, 2013
$
5,025

 
$
10,734

 
$
4,695

 
$
44,656

 
$

 
$
65,110

Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end
$

 
$

 
$

 
$
1,301

 
$

 
$
1,301



19

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

 
September 30, 2013
 
Level 3 Fair Value Measurements – Assets
(In thousands)
State and Municipal Bonds
 
Corporate Debt
 
Asset-backed Securities
 
Investment in Unconsolidated Subsidiaries
 
Other Investments
 
Total
Balance December 31, 2012
$
7,175

 
$
15,191

 
$
4,035

 
$
33,739

 
$

 
$
60,140

Total gains (losses) realized and unrealized:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings, as a part of:
 
 
 
 
 
 
 
 
 
 
 
Net investment income

 
(103
)
 
(17
)
 

 

 
(120
)
Equity in earnings of unconsolidated subsidiaries

 

 

 
3,582

 

 
3,582

Net realized investment gains (losses)
(44
)
 
(69
)
 

 

 

 
(113
)
Included in other comprehensive income

 
(514
)
 
(81
)
 

 

 
(595
)
Purchases

 
7,470

 
1,356

 
20,975

 

 
29,801

Sales
(2,106
)
 
(1,368
)
 
(18
)
 
(13,640
)
 

 
(17,132
)
Transfers in

 
100

 
1,701

 

 

 
1,801

Transfers out

 
(9,973
)
 
(2,281
)
 

 

 
(12,254
)
Balance September 30, 2013
$
5,025

 
$
10,734

 
$
4,695

 
$
44,656

 
$

 
$
65,110

Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end
$

 
$

 
$

 
$
3,582

 
$

 
$
3,582


 
September 30, 2012
 
Level 3 Fair Value Measurements – Assets
(In thousands)
State and Municipal Bonds
 
Corporate Debt
 
Asset-backed Securities
 
Investment in Unconsolidated Subsidiaries
 
Other Investments
 
Total
Balance June 30, 2012
$
7,175

 
$
10,510

 
$
1,795

 
$
24,028

 
$

 
$
43,508

Total gains (losses) realized and unrealized:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings, as a part of:
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated subsidiaries

 

 

 
419

 

 
419

Net realized investment gains (losses)

 
14

 

 

 

 
14

Included in other comprehensive income

 
15

 
25

 

 

 
40

Purchases

 
6,978

 
4,939

 
7,032

 

 
18,949

Sales

 
(1,051
)
 
(1,118
)
 

 

 
(2,169
)
Transfers in

 
9,220

 

 

 

 
9,220

Transfers out

 
(1,920
)
 
(1,616
)
 

 

 
(3,536
)
Balance September 30, 2012
$
7,175

 
$
23,766

 
$
4,025

 
$
31,479

 
$

 
$
66,445

Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end
$

 
$

 
$

 
$
419

 
$

 
$
419


20

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

 
September 30, 2012
 
Level 3 Fair Value Measurements – Assets
(In thousands)
State and Municipal Bonds
 
Corporate Debt
 
Asset-backed Securities
 
Investment in Unconsolidated Subsidiaries
 
Other Investments
 
Total
Balance December 31, 2011
$
7,200

 
$
8,082

 
$

 
$
23,841

 
$
15,873

 
$
54,996

Total gains (losses) realized and unrealized:
 
 
 
 
 
 
 
 
 
 
 
Included in earnings, as a part of:
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated subsidiaries

 

 

 
1,189

 

 
1,189

Net realized investment gains (losses)

 
14

 

 

 
(131
)
 
(117
)
Included in other comprehensive income

 
593

 
25

 

 

 
618

Purchases

 
8,915

 
6,734

 
7,032

 

 
22,681

Sales
(25
)
 
(1,138
)
 
(1,118
)
 
(583
)
 

 
(2,864
)
Transfers in

 
9,220

 

 

 

 
9,220

Transfers out

 
(1,920
)
 
(1,616
)
 

 
(15,742
)
 
(19,278
)
Balance September 30, 2012
$
7,175

 
$
23,766

 
$
4,025

 
$
31,479

 
$

 
$
66,445

Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end
$

 
$

 
$

 
$
1,189

 
$

 
$
1,189


Transfers
There were no transfers between the Level 1 and Level 2 categories during the three and nine months ended September 30, 2013 or 2012.
Transfers shown in the preceding Level 3 Tables are as of the end of the period and were to or from Level 2, unless otherwise noted.
The transfers of Other investments reported in the Level 3 Tables for the nine months ended September 30, 2012 related to an interest in an LLC. The LLC converted into a publicly traded investment fund during the second quarter of 2012 and the interest in the LLC was valued using Level 1 inputs at September 30, 2012.
All remaining transfers during the three and nine months ended September 30, 2013 and September 30, 2012 related to securities held for which the level of market activity for identical or nearly identical securities varies from period to period. The securities were valued using multiple observable inputs when those inputs were available; otherwise the securities were valued using limited observable inputs.

21

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

Fair Value Measurements - Level 3 Liabilities
The following tables present information for the three and nine months ended September 30, 2012 regarding liabilities for which ProAssurance had elected fair value treatment.
 
September 30, 2012
 
Level 3 Fair Value Measurements - Liabilities
(In thousands)
2019 Note Payable
 
Interest rate swap agreement
 
Total
Balance June 30, 2012
$
14,777

 
$
4,734

 
$
19,511

Total (gains) losses realized and unrealized:
 
 
 
 
 
Included in earnings as a part of:
 
 
 
 
 
Net realized investment (gains) losses

 
401

 
401

Loss on extinguishment of debt
2,163

 

 
2,163

Settlements
(16,940
)
 
(5,135
)
 
(22,075
)
Balance September 30, 2012
$

 
$

 
$

Change in unrealized (gains) losses included in earnings for the above period for Level 3 liabilities outstanding at period-end
$

 
$

 
$

 
September 30, 2012
 
Level 3 Fair Value Measurements - Liabilities
(In thousands)
2019 Note Payable
 
Interest rate swap agreement
 
Total
Balance December 31, 2011
$
14,180

 
$
4,659

 
$
18,839

Total (gains) losses realized and unrealized:
 
 
 
 
 
Included in earnings as a part of:
 
 
 
 
 
Net realized investment (gains) losses
769

 
476

 
1,245

Loss on extinguishment of debt
2,163

 

 
2,163

Settlements
(17,112
)
 
(5,135
)
 
(22,247
)
Balance September 30, 2012
$

 
$

 
$

Change in unrealized (gains) losses included in earnings for the above period for Level 3 liabilities outstanding at period-end
$

 
$

 
$

The 2019 Note Payable (the Note) and a related interest rate swap agreement (the Swap) were measured at fair value on a recurring basis during 2012 and 2011, with changes in the fair value of each liability recorded in net realized investment gains (losses). ProAssurance assumed both liabilities as part of a previous acquisition. The fair value option was elected for the Note and the Swap because valuation at fair value better reflected the economics of the related liabilities and eliminated the inconsistency that would have otherwise resulted from carrying the Note on an amortized cost basis and the Swap at fair value. Both the Note and the Swap were repaid in July 2012. The fair values of these liabilities were determined using the present value of the expected underlying cash flows of each instrument, discounted at rates available on the valuation date for similar instruments issued by entities with a similar credit standing to ProAssurance.

22

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

Financial Instruments - Methodologies Other Than Fair Value
The following table provides the estimated fair value of our financial instruments that, in accordance with GAAP for the type of investment, are measured using a methodology other than fair value. All fair values provided fall within the Level 3 fair value category.
 
September 30, 2013
 
December 31, 2012
(In thousands)
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Financial assets:
 
 
 
 
 
 
 
BOLI
$
53,922

 
$
53,922

 
$
52,414

 
$
52,414

Investment in unconsolidated subsidiaries
144,934

 
142,460

 
87,310

 
91,528

Other investments
36,459

 
47,900

 
31,085

 
38,656

Other assets
15,396

 
15,396

 
11,400

 
11,385

Financial liabilities:
 
 
 
 
 
 
 
Revolving credit agreement
$

 
$

 
$
125,000

 
$
125,000

Other liabilities
12,623

 
12,570

 
12,130

 
12,085

The fair value of the BOLI was equal to the cash surrender value associated with the policies on the valuation date.
Investment in unconsolidated subsidiaries consisted of investments in tax credit partnerships and a non-controlling interest in a limited liability company. Fair values of investments in tax credit partnerships were based on the present value of the cash flows expected to be generated by the partnerships discounted at rates for investments with similar risk structures and repayment periods. The fair value of the LLC interest was estimated as the proceeds ProAssurance would receive upon liquidation of the LLC.
Other investments listed in the table above include interests in certain investment fund LPs/LLCs accounted for using the cost method, investments in Federal Home Loan Bank (FHLB) common stock carried at cost, and an annuity investment carried at amortized cost. The estimated fair value of the LP/LLC interests were based on the NAVs provided by the LP/LLC managers. The estimated fair value of the FHLB common stock was based on the amount ProAssurance would receive if its membership were canceled, as the membership cannot be sold. The fair value of the annuity was the present value of the expected future cash flows discounted using a rate available in active markets for similarly structured instruments.
Other assets and Other liabilities primarily consisted of related investment assets and liabilities associated with funded deferred compensation agreements. Other assets also included a secured note receivable. Fair value of the note is based on the present value of the expected cash flows, discounted at market rates on the valuation date for secured notes receivable with similar credit standings and similar payment structures. Other liabilities also included certain contractual liabilities related to prior business combinations. Fair values of the funded deferred compensation assets and liabilities were based on the NAVs of the underlying securities. The fair values of the business combination liabilities were based on the present value of the expected cash flows, discounted at ProAssurance’s assumed incremental borrowing rate on the valuation date for unsecured liabilities with similar repayment structures.
The fair value of the revolving credit agreement was estimated based on the present value of expected future cash outflows under the agreement, discounted at rates available on the valuation date for similar debt issued by entities with a similar credit standing to ProAssurance.

23

ProAssurance Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2013

4. Investments
Available-for-sale securities at September 30, 2013 and December 31, 2012 included the following:
 
September 30, 2013
(In thousands)
Amortized
Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
Fixed maturities
 
 
 
 
 
 
 
U.S. Treasury obligations
$
169,567

 
$
7,931

 
$
(950
)
 
$
176,548

U.S. Government-sponsored enterprise obligations
34,024

 
2,662

 
(312
)
 
36,374

State and municipal bonds
1,142,920

 
51,603

 
(7,411
)
 
1,187,112

Corporate debt
1,340,407

 
56,409

 
(13,583
)
 
1,383,233

Residential mortgage-backed securities
239,952

 
9,667

 
(1,736
)
 
247,883

Agency commercial mortgage-backed securities
30,936

 
494

 
(64
)
 
31,366

Other commercial mortgage-backed securities
63,178

 
3,022

 
(169
)
 
66,031

Other asset-backed securities
83,264

 
575