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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934..........................FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
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 0-25984
SUPERIOR NATIONAL INSURANCE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-4610936
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
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26601 AGOURA ROAD, CALABASAS, CA 91302
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
TELEPHONE: (818)880-1600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, $0.01 Par Value Registered -- The Nasdaq National Market
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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 X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Common Stock of the registrant held by
non-affiliates of the registrant on March 25, 1998, based on the closing price
of $17.875 per share of the Common Stock on The Nasdaq National Market on such
date was $60,514,829.
The number of shares of the registrant's Common Stock outstanding as of March 1,
1998 was 5,962,766.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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SUPERIOR NATIONAL INSURANCE GROUP, INC.
INDEX TO FORM 10-K/A
(AMENDMENT NO. 1)
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PART I PAGE
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ITEM 1. Business.................................................... 1
ITEM 2. Business Properties......................................... 26
ITEM 3. Legal Proceedings........................................... 27
ITEM 4. Submission of Matters to a Vote of Security Holders......... 27
PART II
ITEM 5. Market Price of and Dividends on the Company's Common Equity
and Related Stockholder Matters........................... 28
ITEM 6. Selected Financial Data..................................... 30
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 33
ITEM 8. Financial Statements and Supplementary Data................. F-1
ITEM 9. Changes in and Disagreements with Accountants on Equity and
Related Accounting and Financial Disclosure............... 39
PART III
ITEM 10. Directors and Executive Officers of the Company............. 40
ITEM 11. Executive Compensation...................................... 45
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management................................................ 50
ITEM 13. Certain Relationships and Related Transactions.............. 56
PART IV
ITEM 14. Exhibits, Financial Statements Schedules, and Reports on
Form 8-K.................................................. 59
Signatures.................................................. 65
Glossary of Terms........................................... 66
Index to Consolidated Financial Statements.................. F-1
Financial Statements and Supplementary Data................. F-1
Independent Auditors' Report................................ F-2
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PART 1
Certain statements in this Annual Report on Form 10-K are forward-looking
and are identified by the use of phrases such as "intended," "will be
positioned," "expects," is or are "expected," "anticipates," and "anticipated."
These forward-looking statements are based on the Company's current
expectations. To the extent any of the information contained herein constitutes
a "forward-looking statement" as defined in Section 27 A(i)(1) of the Securities
Act, the factors set forth under " -- Risk Factors" are cautionary statements
identifying important factors that could cause results to differ materially from
those in the forward-looking statement. Further, see Glossary of Terms.
ITEM 1. BUSINESS
OVERVIEW
Superior National Insurance Group, Inc. ("SNIG") is a holding company that,
through its wholly-owned subsidiaries, Superior National Insurance Company
("SNIC") and Superior Pacific Casualty Company ("SPCC"), underwrites and markets
workers' compensation insurance principally in the State of California and,
until September 30, 1993, was engaged in the underwriting and marketing of
commercial property and casualty ("P&C") insurance. The Company was incorporated
in California in March 1985 and reincorporated in Delaware in April 1997 SNIC
and SPCC conduct business under the "Superior Pacific" trade name. Unless the
context indicates otherwise, "Superior Pacific," as used herein, refers to SNIC
and SPCC and their combined operations from April 1997 to the present, and
refers only to SNIC and its operations for all prior periods. The "Company"
refers to SNIG and its subsidiaries.
In April 1997, SNIG acquired Pac Rim Holding Corporation ("Pac Rim"), the
parent company of The Pacific Rim Assurance Company (subsequently renamed
Superior Pacific Casualty Company and referred to as SPCC). SPCC's Southern
California operations complement SNIC's historical focus on Central and Northern
California. As a result of the acquisition of SPCC (the "Acquisition"), the
Company believes that, excluding the California State Compensation Insurance
Fund (the "State Fund"), it is the eighth largest California workers'
compensation insurer overall, based upon 1996 direct premiums written. Pro forma
for the Acquisition, the Company would have had direct premiums written of
$182.2 million and $179.7 million for the years ended December 31, 1996 and
1997, respectively.
In connection with the Acquisition, the Company agreed with the California
Department of Insurance ("DOI") that SPCC would operate in a "run-off" situation
and that all new or renewal business would be written only by SNIC. As a result,
the Company has been integrating SPCC's pre-Acquisition operations into SNIC's
operations and has substantially completed the process. The Acquisition has
enabled the Company to increase its book of California workers' compensation
business and generate significant expense savings through the consolidation of
the back office operations of the two companies.
In addition to California, Superior Pacific is also licensed to write
business in Arizona, Arkansas, Colorado, District of Columbia, Georgia, Indiana,
Iowa, Kentucky, Maryland, Mississippi, Missouri, Montana, Nevada, New Mexico,
Oregon, South Dakota, Texas, Utah, and Wyoming, but virtually all of Superior
Pacific's current premium is generated in California (94%) and Arizona (6%).
Following the Acquisition, SPCC's operations in states other than California and
Arizona were discontinued and are currently in run-off.
OPERATING STRATEGY
The Company specializes in writing workers' compensation insurance,
principally in the State of California, which allows management to respond in a
timely manner to the changing competitive and regulatory environment in the
state. The key elements of its operating strategy are as follows:
Focus on Specialized Market Segments. The Company's business focuses on
selected policy sizes and employment classifications that management believes
provide the greatest opportunity for profitability.
Policy Size. The Company concentrates its marketing efforts on policies
with annual premium under $50,000, principally to avoid the extreme price
competition usually associated with larger accounts. As of
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December 31, 1997, the Company's average annual premium per policy was
approximately $8,300. In 1998, the Company initiated a program to market
coverage to selected large accounts that meet the Company's underwriting
criteria.
Employment Classifications. While the Company underwrites many employment
classifications, it targets specific classifications that management believes to
be profitable. The Company believes that by focusing on certain employment
classifications, it can provide claim management and standardized loss control
services at a level appropriate to each policyholder. As of December 31, 1997,
five employment classifications, made up primarily of office and clerical,
hospitality, agricultural, garment, and health care workers, represented 35% of
the Company's premium in force. The Company excludes most employment
classifications that represent historically higher risk exposure, including the
manufacturing, handling, and shipping of explosives; oil rig and derrick work;
subway construction; and navigation of marine vessels.
Underwriting Discipline. Following the advent of open rating in California
in 1995, some California insurers have reduced premium rates in order to
increase or maintain market share. The Company has not followed this practice
and has maintained consistently stringent underwriting policies in order to
maintain gross profit margins. As a result, from 1993 to 1997 the Company's
combined ratio from continuing operations has improved from 100.2% to 90.9%.
Relationship with Producers. The Company markets its insurance products
primarily through approximately 250 small to medium-sized independent insurance
agencies, referred to as "producers," most of which have an ongoing relationship
with the Company. The Company is one of the primary underwriters of workers'
compensation insurance for most of its producers. For the policy year ended
December 31, 1997, no single producer controlled more than 5.0% of premium in
force.
Data Processing Systems. The Company believes that its data processing
systems give it a significant competitive advantage by (i) enhancing the
effectiveness of its employees' underwriting, policy administration, and claims
activities, (ii) providing detailed, real-time and near real-time information to
management for control and administration purposes, and (iii) providing
marketing benefits through improved customer service.
COMPANY STRUCTURE
SNIG has two direct, wholly-owned active subsidiaries: Superior Pacific
Insurance Group, Inc. ("SPIG") and Superior National Capital Trust I (the
"Trust"), a statutory business trust created under the laws of the State of
Delaware. SPIG has four, direct, wholly-owned active subsidiaries: SNIC, SPCC,
InfoNet Management Systems, Inc. ("InfoNet"), and Superior (Bermuda) Ltd.
("SBL"). InfoNet provides data processing purchasing services to SNIG and its
subsidiaries. SBL was formed in September 1995 to facilitate the management of
the run-off of SNIC's P&C business.
The Trust was formed by the Company in December 1997 and exists solely for
the purpose of issuing 10 3/4% Trust Preferred Securities (the "Trust Preferred
Securities"), having an aggregate liquidation amount of $105 million, and
investing the proceeds thereof in an equivalent amount of 10 3/4% Senior
Subordinated Notes due 2017 of the Company (the "Senior Subordinated Notes").
The Company owns directly all of the common securities issued by the Trust,
which it purchased for an aggregate consideration of approximately $3.25
million. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."
SNIC's only subsidiary is wholly owned Western Select Service Corp., which
currently provides vocational rehabilitation, legal, paralegal, and other
services to SNIC and SPCC. SPCC has no active subsidiaries.
CALIFORNIA WORKERS' COMPENSATION MARKET
Workers' Compensation. Workers' compensation is a no-fault statutory
system under which an employer is required to provide its employees with medical
care and other specified benefits for work-related injuries and diseases. There
are four types of benefits payable under workers' compensation policies:
disability,
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vocational rehabilitation, medical and death benefits. The amount of benefits
payable for various types of claims are established by statute and vary with the
nature, severity of the injury or disease, wages, occupation and age of the
employee. While no dollar limitations are set for medical benefits and dollar
limitations apply only under certain circumstances to vocational rehabilitation
benefits, reinsurance typically covers liability in excess of a specified dollar
amount.
California Marketplace. California is the country's largest workers'
compensation insurance market, with total direct premiums written of $5.0
billion in 1996. The California market is composed of (i) the State Fund, (ii)
companies that write workers' compensation insurance in California but have
significant writings in other lines of business and/or in other states
("Multi-Line, Multi-State Writers"), and (iii) the Company, which is the one
private sector company that writes exclusively workers' compensation insurance
specifically focused in California. The State Fund, which is obligated to write
workers' compensation insurance for any applicant, including those turned down
by the private sector carriers, is the largest underwriter of workers'
compensation insurance in California, accounting for approximately 19% of the
direct premiums written in California in 1996. Because the State Fund must
accept all risks, its combined ratios have historically been much higher than
those of the private sector carriers. Although the State Fund regularly competes
with the Company for profitable underwriting business, the Company views the
State Fund's role as the insurer of last resort to be a significant benefit
because it eliminates the need to create an assigned risk plan in which the
Company and other insurers conducting business in California would be required
to participate.
Pricing. Prior to January 1, 1995, the DOI set minimum premium rates for
workers' compensation insurance in order to provide a stable environment for the
pricing of such insurance. On January 1, 1995, the State of California formally
converted to a system of "open rating" for workers' compensation insurance
written within the state. Insurance companies now file and use their own
actuarially defensible rates. Following the introduction of open rating, total
direct written premiums in the California market decreased from $9.0 billion in
1993 to $5.0 billion in 1996 as many carriers engaged in price competition.
Under open rating, the DOI sets "pure premium" (effectively, the estimated
claim and allocated claim adjustment expense) rates for each employment
classification. Carriers then apply their own multipliers to the pure premium
rate to adjust for that carrier's anticipated unallocated claim adjustment and
underwriting expenses. These rates are then subject to further adjustment on a
policyholder by policyholder basis to account for historical loss experience,
the presence of stricter safety programs, differing dividend and commission
plans, and other factors.
Recent Developments. While competitive pressures in the California's
workers' compensation market increased with the implementation of open rating in
January 1995, certain fundamentals of the workers' compensation market have
recently improved. In 1996, the total direct workers' compensation premiums
written in California leveled out at approximately $5.0 billion as compared to
$9.0 billion in 1993, as the market began to experience rate stabilization. This
trend has continued into 1997, as demonstrated by a slight improvement in
premium pricing of 0.5% for the year ended December 31, 1997 over 1996.
Additionally, anti-fraud legislation passed by the State of California in 1993
continues to have a positive effect on the market's losses by controlling
fraudulent claims and medical and legal expense levels. These improvements have
resulted in a reduction in the frequency of claims in the California workers'
compensation market. However, during 1997, the Company has recognized an
increase in claims severity for injuries sustained in 1995 and thereafter.
Management has taken steps to address this issue by undertaking the Claims
Severity Management Program. See "-- Claims Severity Management Program" and "--
Claim and Claim Adjustment Expense Reserves" and "Risk Factors -- Uncertainty
Associated with Estimating Reserves for Unpaid Claim and Claim Adjustment
Expenses."
Superior Pacific Within the California Workers' Compensation Market. The
Company believes that it is better positioned than its competitors to compete
successfully in the post-open rating California workers' compensation insurance
market. Because the Company specializes in underwriting workers' compensation
insurance in California, the Company believes that it can be more responsive to
the changing competitive and regulatory environment in California than the
Multi-Line, Multi-State Writers for which California workers' compensation
insurance is one of many lines of business written, representing a smaller
portion of their total
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premium. In addition, Multi-Line, Multi-State Writers typically price and sell
workers' compensation insurance as part of a package policy which may also
include various forms of other liability and health insurance. The Company sells
strictly workers' compensation insurance and, therefore, prices and underwrites
its policies specifically on that basis.
MARKETING
Superior Pacific primarily markets its insurance products through
approximately 250 small to medium-sized producers located throughout California
and Arizona, most of which have an ongoing relationship with the Company's
executives. The Company's legal relationship with its producers is evidenced by
a broker agreement, under which the producer agrees to present potential
workers' compensation risks to the Company on a non-exclusive basis. The broker
agreement principally documents that the producer represents his policyholder
client, not the Company, establishes the producer's authority to bind the
Company to risks, typically extremely limited, and prescribes the terms under
which premium must be remitted to the Company. Because these producers also
represent one or more competing insurance companies, Superior Pacific views the
producers as its marketing target and delivers service the Company believes
surpasses normal industry levels. Superior Pacific's percentage of business with
each of its producers, in terms of premium volume, has a significant effect on a
producer's efforts, because management believes companies that represent a
significant volume of a producer's business typically receive the highest
quality business. The Company is one of the primary underwriters of workers'
compensation insurance for most of its producers. During the year ended December
31, 1997, no single producer controlled more than 5.0% of premium in force.
While the Company's principal marketing strategy is to meet the business
needs of Superior Pacific's producers by providing the insurance coverage and
services needed by their customers, the Company concentrates its marketing
efforts on policies with annual premium under $50,000, principally to avoid the
extreme price competition usually associated with larger insureds. As of
December 31, 1997, the Company's average annual premium per policy was
approximately $8,300. In 1998, the Company initiated a program to market
coverage to selected large accounts that meet the Company's underwriting
criteria.
Approximately 57.9% of the Company's premium in force is concentrated in
925 non-group policies and 291 group programs that each provide annual premium
in excess of $25,000. The average annual premium volume generated by each of
Superior Pacific's group programs is approximately $820,000 and in the aggregate
these programs represent 31.1% of the Company's premium in force. Because
policies issued through group programs reflect some of the attributes of smaller
non-group policies, marketing workers' compensation insurance through such
programs to reach smaller policyholders is a means by which the Company can
implement its strategy to underwrite smaller policies. For example, individual
policies within a group typically possess rate adequacy associated with small
non-group accounts. Moreover, renewal rates within a group are generally
superior to non-group business. However, group programs, because of their
overall premium, also reflect some of the attributes of large non-group
policies, mainly their greater vulnerability to price competition than the
individual accounts within the group.
The average size of Superior Pacific's non-group policies that exceed
$25,000 in annual premium is approximately $76,424 and in the aggregate
represent 47.1% of premium in force. Most of these policies were obtained by the
Company upon its acquisition of Pac Rim. The Company's strategy is to maintain
adequate pricing on accounts regardless of their size, and in pursuing this
strategy the Company has not been able to retain a portion of these large
non-group policies. However, the Company expects to replace many of them with
new, smaller accounts through its newly acquired relationships with
policyholders and producers previously associated with Pac Rim, and with larger
accounts (where adequate pricing can be obtained) through the Company's new
large account marketing program.
Superior Pacific closely monitors its producers through its on-line
management information systems, with special attention given to the volume and
profitability of business written through Superior Pacific. Relationships with
producers who consistently write unprofitable business, or do not meet the
minimum guideline of annual premium per year, may be terminated. Superior
Pacific believes that by continually
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monitoring and improving the quality of the business acquired through its
producers, long-term profitability will be enhanced. See "-- Information
Services."
The marketing staff, along with the branch office managers and the
underwriting, loss control, and regional claim staffs, work closely with
producers and frequently make joint presentations with producers to potential
workers' compensation policyholders. Superior Pacific conducts its marketing by
territory to enable its marketing representatives to better address the specific
types of accounts located in each region.
Producer commissions are generally determined by negotiation and are
dependent on the size and profit potential of the producer's accounts. Superior
Pacific's average direct commission rate was 11.1% for the years ended December
31, 1997, 1996, and 12.0% in 1995. The Company believes the stabilization in the
average direct commission rate for the year ended December 31, 1997, was due
primarily to a combination of firming prices and a greater use by larger
policyholders of fee-based arrangements (as opposed to traditional commission
arrangements) with their insurance brokers. Superior Pacific's producers are not
permitted to bind Superior Pacific with respect to any account. All new and
renewal policyholder applications must be submitted to Superior Pacific for
approval. Superior Pacific is not committed to accept a fixed portion of any
producer's business.
UNDERWRITING
Because the types of accounts that Superior Pacific insures vary among
different geographic regions, Superior Pacific conducts its underwriting
activities through branch offices that are focused on the local economies. While
Superior Pacific underwrites over 400 of the approximately 500 employment
classifications established by the Workers' Compensation Insurance Bureau (the
"WCIRB"), it targets specific classifications that management believes to be
profitable. The Company believes that by focusing on certain employment
classifications, it can provide claim management and standardized loss control
services at a level appropriate to each policyholder. For the year ended
December 31, 1997, four employment classifications, made up primarily of office
and clerical, hospitality, agricultural, garment, and health care workers,
represented 35% of Superior Pacific's premium in force. The Company excludes
most employment classifications that represent historically higher risk
exposure, including the manufacturing, handling, and shipping of explosives; oil
rig and derrick work; subway construction; and navigation of marine vessels.
Classifications that require the approval of Superior Pacific's principal
underwriting officer include those that represent potential exclusions from
Superior Pacific's reinsurance treaties, unusual hazards or catastrophic
exposures such as taxicab fleets, carnivals, ski resorts, and detective
agencies. Certain risks, such as the transportation of groups of employees, are
generally ceded to reinsurers under separate reinsurance agreements.
Prior to insuring an account, Superior Pacific's underwriting department
reviews, inter alia, the employer's prior loss experience and safety record,
premium payment and credit history, operations, geographic location, and
employment classifications. Superior Pacific verifies employment classifications
principally through information provided by the WCIRB and, in many instances,
through its own on-site surveys of the employer's place of business.
The Company's underwriting system is a fully-integrated rating, quoting,
and policy issuance system for use both internally and remotely from producers'
offices. The system contains edit and blocking features that prohibit
underwriters from issuing policies associated with business that is deemed
inappropriate or undesirable by management, or that may be inappropriately
priced. See " -- Information Services."
SPCC historically underwrote larger accounts than SNIC, and in a more
limited range of risk classification codes. Since SPCC's acquisition, Superior
Pacific has been re-underwriting SPCC's book of business at policy renewal dates
in conformity with SNIC's historic underwriting standards and pricing
guidelines. SPCC's average policy size has declined significantly, standing at
approximately $17,000 for the policy year ended December 31, 1997, versus
approximately $20,300 for the policy year ended December 31, 1996. Management
believes that the re-underwriting of SPCC's business will produce a new book of
business mirroring SNIC's historical book of business, both as to size and range
of risk classifications, by the end of 1998.
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Virtually all of SPCC's business is located in urban and suburban Southern
California. Until 1993, claim experience in Southern California was more
volatile and less favorable than the remainder of the state. Further, since open
rating began in 1995, the relatively large accounts that SPCC has underwritten
have been subject to extreme price competition consequently, the nature of
SPCC's historical book of business may cause historical claim reserves to be
subject to more uncertainty versus claim reserves established on prospective
business.
LOSS CONTROL
In addition to its responsibility for risk evaluation as part of the
underwriting process, Superior Pacific's loss control department may assist
policyholders in developing and maintaining safety programs and procedures to
minimize on-the-job injuries and health hazards. After analyzing the
policyholder's loss profile, Superior Pacific's loss control consultants will
help develop a loss control program and establish accident reporting and claim
follow-up activities for the policyholder. Superior Pacific's loss control
personnel may also consult with policyholder management about safety and health
issues, as well as about the effectiveness of the policyholder's loss prevention
procedures.
CLAIMS SEVERITY MANAGEMENT PROGRAM
Effective December 31, 1997, the Company entered into agreements with Risk
Enterprise Management Limited ("REM") and Zurich Reinsurance (North America),
Inc. ("ZRNA"), affiliates of Zurich Reinsurance Centre Holdings, Inc.
("Zurich"), to provide claims management services ("Claims Severity Management
Program" or "CSMP"). Under the CSMP, REM acting as a third party administrator
("TPA"), will provide claim processing and management services to Superior
Pacific, and ZRNA will provide Superior with protection predicated on REM's
ability to reduce Superior Pacific's severity. The Company may terminate the
contract with six months notice after the initial three year term of the
contract, with a penalty that will not exceed $250,000 plus REM's reasonable
expenses to unwind the agreement.
REM in its capacity of a TPA will provide certain claims management
services, while the Company will provide claims facilities and data processing
systems. The terms of the agreement bind REM to certain operational restrictions
and performance standards designed to assure quality claims administration. The
Company believes that combining REM's claims management techniques with the
Company's claims processing systems should produce material improvements in the
Company's claims severity, more than off-setting the cost of such services. The
Company believes the Claims Severity Management Program will reduce the
Company's ultimate severity with favorable cost-benefit trade-offs.
Under the agreement with ZRNA, ZRNA will credit the Company's direct claim
costs, up to an aggregate of $30 million to the extent that REM is unsuccessful
in minimizing the claims severity. The Company's open indemnity claims severity
on average through 1997 exceeds $39,912.
The Company and REM will continue to work closely with policyholders to
return injured workers to the job quickly as is medically appropriate. The
Company and REM intend to continue to maintain the Company's four full service
claim service offices (CSO) in California located in Woodland Hills, Fresno,
Pleasanton and Sacramento. Additionally, the Company maintains CSO in Phoenix,
Arizona. Each CSO is managed by a claims manager. The claims technical staffs
are organized into units with, generally, one supervisor supervising four claims
examiners and two claims assistance per unit.
The Company's Claims Department relies extensively on the Company's data
processing systems. The Company's data processing systems were developed
internally through a joint effort of the Claim and Management Information
Systems departments' personnel with three goals in mind: capture timely and
meaningful data; reduce the possibility of human error through a series of
system prompts and edit checks; and the automation of manual functions. An
additional benefit of the claims system is the increased productivity, as a
result of claims examiners handling larger case loads.
Superior Pacific's claims handling also includes a specialized subrogation
function. Claims examiners are responsible for the identification of potential
recoupments from third parties responsible for a work-related
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accident, after which the examiner notifies a subrogation specialist of this
potential. The subrogation specialist determines whether a subrogation situation
exists, and, if so, assumes responsibility for all aspects of subrogation to
finalization.
CLAIM AND CLAIM ADJUSTMENT EXPENSE RESERVES
Several years or more may elapse between the occurrence of a workers'
compensation loss, the reporting of the loss, and final payment of the loss.
Claim and claim adjustment expense reserves are estimates of what an insurer
expects to pay claimants. Superior Pacific is required to maintain reserves for
payment of estimated claim and claim adjustment expense for both reported claims
and claims which have been incurred but not reported ("IBNR"). Superior
Pacific's ultimate liability may be materially more or less than current reserve
estimates.
Reserves for reported claims are established on a case-by-case basis.
Case-by-case reserve amounts are determined by claim examiners, based on the
examiner's judgment and experience, and on Superior Pacific's reserving
practices, which take into account the type of risk, the circumstances
surrounding the claim or policy provisions relating to type of loss, and
historical paid claims and claim adjustment expense data for similar claims.
Case-by-case reserves are not established for claim adjustment expense, and the
entire reserve for claim adjustment expense is established primarily based upon
the Company's historical paid data. Superior Pacific's claims department
regularly monitors reserve adequacy for claims which have occurred and been
reported to it and adjusts such reserves as necessary.
Claim and claim adjustment expense reserves for IBNR are estimated based on
many variables including historical and statistical information, inflation,
legal developments, the regulatory environment, benefit levels, economic
conditions, judicial administration of claims, general frequency and severity
trends, medical costs, and other factors affecting the adequacy of loss
reserves. Changes in the Company's operations and management philosophy also may
cause actual developments to vary from the past. The adoption of new data
processing systems, shifts to underwriting more or less hazardous risk
classifications, the hiring of new claims personnel, changes in claims servicing
vendors and third party administrators, may all change rates of reserve
development, payments, and claims closings, increasing or decreasing claims
severity and closing rates. See "Risk Factors -- Uncertainty Associated with
Estimating Reserves for Unpaid Claim and Claim Adjustment Expense." The senior
officers of the Company review and adjust IBNR reserves monthly.
Adjustments in aggregate reserves are reflected in the operating results of
the period during which such adjustments are made. Although claims for which
reserves are established may not be paid for several years or more, the reserves
are not discounted, except to calculate taxable income as required by the
Internal Revenue Code of 1986, as amended (the "Code").
The following table provides a reconciliation of the beginning and ending
claim and claim adjustment expense reserves for each of the years in the
three-year period ended December 31, 1997, computed in accordance with GAAP.
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RECONCILIATION OF LIABILITY FOR CLAIM AND CLAIM ADJUSTMENT EXPENSE
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YEARS ENDED DECEMBER 31,
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1997 1996 1995
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(AMOUNTS IN THOUSANDS)
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Beginning reserve, gross of reinsurance.................. $115,529 $141,495 $171,258
Less: Reinsurance recoverable on unpaid losses........... 24,986 27,076 31,897
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Beginning reserve, net of reinsurance.................... 90,543 114,419 139,361
Pac Rim reserves at acquisition.......................... 104,588 -- --
Provision for net claim and claim adjustment expenses
For claims occurring in current year................... 95,826 57,614 58,842
For claims occurring in prior years.................... (5,379) (1,976) (4,872)
-------- -------- --------
Total claim and claim adjustment expenses.............. 90,447 55,638 53,970
-------- -------- --------
Payments for net claim and claim adjustment expense:
Attributable to insured events incurred in current
year................................................ (37,945) (19,816) (19,732)
Attributable to insured event incurred in prior
years............................................... (95,533) (59,698) (59,180)
-------- -------- --------
Total claim and claim adjustment expense payments...... (133,478) (79,514) (78,912)
-------- -------- --------
Ending reserves, net of reinsurance...................... 152,100 90,543 114,419
Reinsurance recoverable on unpaid losses................. 49,155 24,986 27,076
-------- -------- --------
Ending reserves, gross of reinsurance.................... $201,255 $115,529 $141,495
======== ======== ========
</TABLE>
During 1997, the Company continued to experience decreased frequency of
claims and at the same time experienced an increase in claims severity for
accident years 1995 and thereafter. The Company's net claim and claim adjustment
expense ratio for accident year 1997 at the end of calendar year 1997 was 68.0%,
versus 65.0% and 65.6% for accident years 1996 and 1995, at their respective
calendar year ends.
In 1997, the Company experienced approximately $5.4 million in favorable
development on net claim and claim adjustment expense reserves estimated at
December 31, 1996. This $5.4 million favorable development is the result of a
$10.8 million favorable development on ceded reserves for accident years 1996
and prior. The $10.8 million favorable development on ceded reserves is
attributable to SPCC and due to the post-acquisition review of all open claim
files and the subsequent adjustment to reserves, which caused many claims to
have incurred claim and claim adjustment expenses in excess of the retention on
SPCC's reinsurance treaties. The $10.8 million favorable development is offset
by a $5.4 million adverse development on direct reserves attributable to the
accident years 1995 and 1996. The Company believes similar adverse development
has been experienced throughout the California workers' compensation industry,
perhaps due to an increase in claim severity.
In 1996, the Company experienced approximately $2.0 million in favorable
development on net claims and claim adjustment expense reserves estimated at
December 31, 1995. This $2.0 million favorable development is the result of $8.4
million in favorable development on direct reserves for accident years 1994 and
prior. The favorable development was offset in part by $4.1 million in adverse
development on direct reserves for accident year 1995. The accident year net
claims and claim adjustment expense ratio for accident year 1995 at the end of
calendar year 1995 was 65.6%, verses 74.6% at the end of the 1996 calendar year.
The Company believes, from its review of data obtained by the WCIRB, that
similar adverse development has been experienced throughout the California
workers' compensation industry.
During 1995, the Company experienced approximately $8.6 million of
favorable development on direct claim and claim adjustment expense reserves
estimated at December 31, 1994. Management believes the favorable development
resulted from the Company's improved claims management controls and decreased
claim severity, particularly in the medical component of the workers'
compensation line. Similar favorable development on pre-1995 losses has been
experienced elsewhere in the California workers' compensation industry.
Offsetting the favorable direct development in large part was the re-estimation
during 1995 of
8
<PAGE> 11
reinsurance receivables recorded at December 31, 1994, from approximately $66.2
million to approximately $59.9 million at December 31, 1995.
On April 11, 1997, the Company acquired SPCC. The claim and claim
adjustment expenses related to SPCC for this analysis are reflected in the
Company's 1997 claim and claim adjustment expense balances regardless of the
year the claim was previously reported to SPCC. To the extent that claims
develop in the future or close favorably, the result will be reflected in the
calendar year development to which it relates.
The following table discloses the development of direct workers'
compensation claim and claim adjustment expense reserves of Superior Pacific
from December 31, 1987 through December 31, 1997.
ANALYSIS OF DIRECT CLAIM AND CLAIM ADJUSTMENT EXPENSE DEVELOPMENT
<TABLE>
<CAPTION>
CALENDAR YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------
1987 1988 1989 1990 1991 1992 1993
------- ------- ------- ------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Reserve for Unpaid Losses and Loss
Adjustment Expenses, Gross of
Reinsurance Recoverables Reserve....... $21,969 $42,268 $60,615 $88,270 $116,811 $136,102 $171,038
Reserve Re-estimated as of:
One Year Later......................... 24,241 43,581 68,718 112,160 144,676 162,634 171,960
Two Years Later........................ 26,120 46,788 79,059 111,151 143,912 148,906 161,262
Three Years Later...................... 29,140 50,955 74,619 117,506 138,607 152,420 148,654
Four Years Later....................... 29,423 47,696 78,112 113,029 137,939 144,898 148,983
Five Years Later....................... 29,541 49,297 75,475 112,840 135,074 146,867
Six Years Later........................ 29,082 47,554 75,913 109,655 138,048
Seven Years Later...................... 27,759 49,470 74,149 111,871
Eight Years Later...................... 27,846 48,653 75,898
Nine Years Later....................... 27,573 49,451
Ten Years Later........................ 27,803
Cumulative (Deficiency) Redundancy...... (5,834) (7,183) (15,283) (23,601) (21,237) (10,765) 22,055
Cumulative Amount of Reserve Paid
Through
One Year Later......................... $ 9,447 $17,698 $24,478 $42,627 $ 53,914 $ 57,348 $ 60,726
Two Years Later........................ 14,482 19,879 35,195 51,160 56,299 61,648 66,077
Three Years Later...................... 15,777 25,830 38,067 52,761 63,354 63,523 64,464
Four Years Later....................... 18,666 26,165 38,261 57,332 64,703 66,547 66,754
Five Years Later....................... 19,384 26,026 40,794 59,093 68,152 66,750
Six Years Later........................ 19,660 27,181 42,032 59,917 69,052
Seven Years Later...................... 20,707 27,202 43,146 60,749
Eight Years Later...................... 20,803 27,947 42,898
Nine Years Later....................... 21,123 27,857
Ten Years Later........................ 20,899
Gross Reserve -- December 31......................................................................... 171,038
Reinsurance Recoverables............................................................................. 28,971
--------
142,067
Reclassification of Amounts Recoverable from Centre Re............................................... 42,032
--------
Net Reserve -- December 31........................................................................... 100,035
========
Gross Re-estimated Reserve........................................................................... 148,983
Re-estimated Reinsurance Recoverables................................................................ 25,775
--------
123,208
Reclassification of Amounts Recoverable from Centre Re............................................... 42,032
--------
Net Re-estimated Reserve............................................................................. 81,176
========
Net Cumulative Redundancy............................................................................ 18,859
========
<CAPTION>
CALENDAR YEARS ENDED DECEMBER 31,
-----------------------------------------
1994 1995 1996 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Reserve for Unpaid Losses and Loss
Adjustment Expenses, Gross of
Reinsurance Recoverables Reserve....... $171,258 $141,495 $115,529 $201,255
Reserve Re-estimated as of:
One Year Later......................... 162,635 137,242 120,999
Two Years Later........................ 145,626 145,209
Three Years Later...................... 144,173
Four Years Later.......................
Five Years Later.......................
Six Years Later........................
Seven Years Later......................
Eight Years Later......................
Nine Years Later.......................
Ten Years Later........................
Cumulative (Deficiency) Redundancy...... 27,085 (3,714) (5,470)
Cumulative Amount of Reserve Paid
Through
One Year Later......................... $ 67,757 $ 63,587 $ 69,658
Two Years Later........................ 61,952 72,946
Three Years Later...................... 67,388
Four Years Later.......................
Five Years Later.......................
Six Years Later........................
Seven Years Later......................
Eight Years Later......................
Nine Years Later.......................
Ten Years Later........................
Gross Reserve -- December 31............ 171,258 141,495 115,529 201,255
Reinsurance Recoverables................ 31,897 27,076 24,986 49,155
-------- -------- -------- --------
139,361 114,419 90,543 152,100
Reclassification of Amounts Recoverable 34,269 11,696 -- --
-------- -------- -------- --------
Net Reserve -- December 31.............. 105,092 102,723 90,543 152,100
======== ======== ======== ========
Gross Re-estimated Reserve.............. 144,173 145,209 120,999
Re-estimated Reinsurance Recoverables... 34,083 35,648 35,835
-------- -------- --------
110,090 109,561 85,164
Reclassification of Amounts Recoverable 34,269 11,696 --
-------- -------- --------
Net Re-estimated Reserve................ 75,821 97,865 85,164
======== ======== ========
Net Cumulative Redundancy............... 29,271 4,858 5,379
======== ======== ========
</TABLE>
9
<PAGE> 12
The first line of the preceding table depicts the estimated liability for
unpaid claim and claim adjustment expense recorded on the balance sheets of
Superior Pacific at the indicated balance sheet dates. This liability represents
the estimated amount of claim and claim adjustment expense for claims arising
during all years prior to the indicated balance sheet date that are unpaid as of
that balance sheet date, gross of reinsurance recoverables, including losses
that have been incurred but not yet reported. The table also shows the re-
estimated liability as of the end of each succeeding year through the latest
balance sheet date, and the cumulative payments made for such claims, at annual
intervals after the initial indicated balance sheet date. The claim and claim
adjustment expense liability estimates change as more information becomes known
about the frequency and severity of claims for each year. A direct reserve
redundancy or deficiency is displayed for each balance sheet date in the center
of the table when the initial liability estimate is greater (or less) than the
re-estimated liability at the latest balance sheet date. A net-of-reinsurance
redundancy is displayed for each of the years ended December 31, 1993, 1994,
1995, and 1996 at the bottom of the table.
The direct reserve deficiencies associated with the years ended December
31, 1987 and 1988 were due to the lack of claim and claim adjustment expense
history, which prevented management from accurately estimating ultimate claim
costs. The direct deficiencies associated with reserves as of December 31, 1989,
1990, 1991, and 1992 were due to unexpected increases in claims costs resulting
from increased litigation in the California workers' compensation system, an
economic recession in California, and workers' compensation laws that at the
time effectively encouraged workers to file unwarranted psychiatric stress and
fraudulent claims. The direct redundancies associated with the years ended
December 31, 1993 and 1994 occurred as a result of significant reforms in the
California workers' compensation laws that became effective January 1, 1993 and
an improvement in the California economy that were not anticipated when reserves
were established. The direct reserve deficiencies associated with the years
ended December 31, 1995 and 1996 occurred as a result of unexpected increases in
severity affecting claims occurring in 1995 and 1996. The Company believes that
the increase in claim severity resulted from the weeding out of low dollar
claims by workers' compensation reform, creating a statistical increase in per
claim severity and by a general inflation in medical costs.
Superior Pacific's experience with direct reserve deficiencies occurring
for the years ended December 31, 1989 through 1992, 1995, and 1996 and direct
redundancies occurring for the years ended December 31, 1993 and 1994 is
consistent with the results experienced by the California workers' compensation
industry during the same time periods. The underlying improvement in claims
frequency and severity during the years ended December 31, 1993 and 1994 that
caused Superior Pacific to develop direct redundant reserves is also consistent
with industry experience. The direct reserve deficiencies occurring for the
years ended December 31, 1995 and 1996 resulted from unexpected increases in
claims severity, consistent with some California workers' compensation insurers'
experience. The net-of-reinsurance redundancies displayed at the bottom of the
table reflect Superior Pacific's per risk excess of loss, quota share, and
aggregate excess of loss reinsurance, the effects of which were to reduce
Superior Pacific's direct redundancies/deficiencies due to the cession of a
portion of Superior Pacific's favorable development.
Currently, management prepares on a monthly basis a comprehensive analysis
of workers' compensation experience, and the process of estimating claim and
claim adjustment expense liabilities is continually modified to consider
additional information regarding trends in pricing, frequency, and severity.
Further, conditions and trends that have historically affected Superior
Pacific's claims may not necessarily be indicative of conditions and trends that
will affect future claims, and it is not appropriate to extrapolate future
reserve redundancies or deficiencies based on the data set forth above.
By frequently reviewing reserves, management is generally able to detect
trends in claim and claim adjustment expenses and take appropriate actions in a
timely manner to avoid having to increase substantially reserves at a later
date. For example, the Company was one of the first to recognize and quantify
the increase in claims severity appearing in claims with 1995 and subsequent
dates of injury. Recognition of this shift has enabled management to take
pro-active steps, an example of which is its undertaking of the Claims Severity
Management Program. See "-- Claims Severity Management Program."
10
<PAGE> 13
DISCONTINUED OPERATIONS
Superior Pacific's discontinued operations consist of P&C business that was
discontinued effective September 30, 1993. The discontinued operations
liabilities principally pertain to contractors' general liability policies
underwritten during the years 1986 through 1990. There is often a significant
lag between the date of loss of construction-related claims and the date such
claims are reported to Superior Pacific. Superior Pacific believes the existing
provision is sufficient to cover future claims, but there is significant
uncertainty associated with the reporting and severity of construction claims.
Certain investments are allocated to discontinued operations to fund future
claim and claim adjustment expense payments. Management estimates that
discontinued operations will essentially have "run-off" by the year 2000.
In 1993, the Company recorded a pre-tax charge to income of $4.5 million
for estimated operating losses during the phase-out period. During the second
quarter of 1995, the Company increased by approximately $15.0 million its
reserves for discontinued operations for accident years 1993 and prior and has
not increased them since.
The following table provides a reconciliation of the beginning and ending
claim and claim adjustment expense reserves for discontinued operations for each
of the years in the three-year period ended December 31, 1997, computed in
accordance with GAAP.
RECONCILIATION OF LIABILITY FOR DISCONTINUED OPERATIONS CLAIM AND CLAIM
ADJUSTMENT EXPENSE
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1997 1996 1995
------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Beginning reserve, gross of reinsurance................... $25,466 $ 40,526 $ 36,410
Less: Reinsurance recoverable on unpaid losses............ 6,976 9,159 8,777
------- -------- --------
Beginning reserve, net of reinsurance..................... 18,490 31,367 27,633
Provision for net claim and claim adjustment expenses
For claims occurring in current year.................... -- -- --
For claims occurring in prior years..................... -- -- 15,006
------- -------- --------
Total claim and claim adjustment expenses............... -- -- 15,006
------- -------- --------
Payments for net claim and claim adjustment expense
For claims occurring in current year.................... -- -- --
For claims occurring in prior years..................... (5,020) (12,877) (11,272)
------- -------- --------
Total claim and claim adjustment expense................ (5,020) (12,877) (11,272)
------- -------- --------
Ending reserves, net of reinsurance....................... 13,470 18,490 31,367
Reinsurance recoverable on unpaid losses.................. 5,216 6,976 9,159
------- -------- --------
Ending reserves, gross of reinsurance..................... $18,686 $ 25,466 $ 40,526
======= ======== ========
</TABLE>
11
<PAGE> 14
The following table discloses the development of direct discontinued
operations claims and claim adjustment expense reserves from December 31, 1987
through December 31, 1997.
ANALYSIS OF DISCONTINUED OPERATIONS DIRECT CLAIM AND CLAIM ADJUSTMENT EXPENSE
DEVELOPMENT
<TABLE>
<CAPTION>
CALENDAR YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------
1987 1988 1989 1990 1991 1992 1993
-------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Reserve for Direct Unpaid
Claim and Claim
Adjustment Expenses,
Gross of Reinsurance
Recoverables Reserve................... $ 12,678 $ 25,935 $ 41,088 $ 56,735 $ 65,629 $ 66,532 $ 54,898
Re-estimated as of:
One Year Later......................... 19,879 32,395 56,093 73,295 83,770 73,298 56,041
Two Years Later........................ 25,865 43,160 60,679 89,336 91,453 73,067 75,703
Three Years Later...................... 30,455 43,585 72,860 98,206 90,717 96,531 76,079
Four Years Later....................... 30,134 52,261 82,218 102,538 117,215 92,569 82,026
Five Years Later....................... 34,215 61,539 84,304 126,431 113,084 99,009
Six Years Later........................ 38,051 63,072 103,326 123,722 119,112
Seven Years Later...................... 38,844 77,080 104,428 130,055
Eight Years Later...................... 44,129 78,938 108,897
Nine Years Later....................... 44,866 80,906
Ten Years Later........................ 45,315
Cumulative (Deficiency)................. (32,637) (54,971) (67,809) (73,320) (53,483) (32,477) (27,128)
Cumulative Amount of Reserve Paid
Through One Year Later................. 7,529 13,754 19,839 27,397 29,274 26,473 23,043
Two Years Later........................ 13,146 15,301 26,399 35,278 29,165 23,483 16,203
Three Years Later...................... 15,900 19,844 32,188 39,203 28,136 18,380 19,649
Four Years Later....................... 18,915 23,007 37,758 42,135 23,255 17,777 19,263
Five Years Later....................... 22,329 28,609 38,798 41,835 22,047 18,276
Six Years Later........................ 26,129 31,715 37,585 42,943 23,104
Seven Years Later...................... 27,645 31,247 42,260 42,363
Eight Years Later...................... 27,791 37,394 40,796
Nine Years Later....................... 27,780 41,325
Ten Years Later........................ 29,163
Gross Reserve -- December 31............................................................................. 54,898
Reinsurance Recoverables................................................................................. 8,379
--------
Net Reserve -- December 31............................................................................... 46,519
========
Gross Re-estimated Reserve............................................................................... 82,026
Re-estimated Reinsurance Recoverables.................................................................... 21,249
--------
Net Re-estimated Reserve................................................................................. 60,777
========
Net Cumulative (Deficiency).............................................................................. ($14,258)
========
<CAPTION>
CALENDAR YEARS ENDED DECEMBER 31,
--------------------------------------
1994 1995 1996 1997
-------- ------- ------- -------
<S> <C> <C> <C> <C>
Reserve for Direct Unpaid
Claim and Claim
Adjustment Expenses,
Gross of Reinsurance
Recoverables Reserve................... $ 36,410 $40,526 $25,466 $18,686
Re-estimated as of:
One Year Later......................... 54,855 41,293 30,693
Two Years Later........................ 55,622 46,520
Three Years Later...................... 60,849
Four Years Later.......................
Five Years Later.......................
Six Years Later........................
Seven Years Later......................
Eight Years Later......................
Nine Years Later.......................
Ten Years Later........................
Cumulative (Deficiency)................. (24,439) (5,994) (5,227)
Cumulative Amount of Reserve Paid
Through One Year Later................. 14,329 15,827 10,717
Two Years Later........................ 16,765 10,717
Three Years Later...................... 11,857
Four Years Later.......................
Five Years Later.......................
Six Years Later........................
Seven Years Later......................
Eight Years Later......................
Nine Years Later.......................
Ten Years Later........................
Gross Reserve -- December 31............ 36,410 40,526 25,466 18,686
Reinsurance Recoverables................ 8,777 9,159 6,976 5,216
-------- ------- ------- -------
Net Reserve -- December 31.............. 27,633 31,367 18,490 13,470
======== ======= ======= =======
Gross Re-estimated Reserve.............. 60,849 46,520 30,693
Re-estimated Reinsurance Recoverables... 18,210 15,153 12,203
-------- ------- -------
Net Re-estimated Reserve................ 42,639 31,367 18,490
======== ======= =======
Net Cumulative (Deficiency)............. (15,006) $ -- $ --
======== ======= =======
</TABLE>
The first line of the preceding table depicts the estimated liability for
unpaid claims and claim adjustment expense for discontinued operations recorded
for each of the indicated periods. The table follows the form of the table
depicting workers' compensation reserve development in "Analysis of Direct
Claims and Claim Adjustment Expense Development," above.
From 1987 to 1990, the increase in ultimate claims and claim adjustment
expense for discontinued operations was due to the lack of Company history, as
well as changes in economic and legal environments that prevented management
from reasonably estimating ultimate loss costs. Thereafter, a full actuarial
12
<PAGE> 15
analysis has been performed semi-annually taking into account the Company's
history of reserve development, industry claim experience, and the effects of
litigation on future loss costs.
The predominant number of the Company's pre-1991 discontinued operations
claims are attributable to construction defect claims associated with commercial
package policies sold to general contractors, developers, and artisan
contractors underwritten from 1986 to 1993. Other carriers writing these same
lines of business have also been negatively affected by the unfavorable increase
in claims frequency and severity that occurred as a result of changes in the
economic and legal environment during this time. At December 31, 1997
approximately $16.8 million of the total $18.7 million (approximately 90%) of
direct reserves for discontinued operations were attributable to construction
defect claims.
The Company began to monitor separately the effects of construction defect
claims beginning in 1993. Prior to 1993 the effects of construction defect
claims were combined with all other general liability business for reserve
valuation purposes. The frequency, severity, and time lag between the occurrence
and reporting dates of such claims vary significantly from the statistics
associated with all other lines and sublines of the Company's claims and claim
adjustment expense reserves for discontinued operations. Effective June 30,
1995, the Company recorded a pre-tax charge of approximately $15.0 million ($9.8
million net of tax) for discontinued property and casualty operations due
principally to an increase in management's estimates of IBNR construction defect
claims.
The frequency of newly reported construction defect claims increased
significantly in July 1995. Management believes the increase in new construction
defect claims was attributable to the California Supreme Court decision in
Montrose Chemical Corporation v. Admiral Insurance Company ("Montrose") handed
down in July 1995. The Montrose decision effectively broadened the definition of
"loss occurrence" to include the entire period beginning with the construction
date and ending with the date of judgment associated with defective
construction. Since July 1995 the Company has received notices of claims on
allegedly defective construction projects where the manifestation of the loss,
the immediate cause of the loss, and the first report of the loss, all fall
outside of the Company's policy terms. Regardless, under the California Supreme
Court's ruling, the Company is compelled to defend the "insured" and contribute
to loss settlements.
Management cannot predict the volume of future Montrose-related claims, the
cost of handling the claims, or the ultimate severity of loss associated with
such claims, but believes its current reserves are adequate to cover this
increase in claims activity, depending on the length of time the recent
reporting trends continue. There can be no assurance, however, that further
upward development of ultimate loss costs associated with construction defect
claims will not occur.
The Company has also experienced significant development with respect to
loss costs for components of discontinued operations other than construction
defect claims. While these other claims are generally more predictable than
construction defect claims, there can be no assurance that further upward
development of loss costs associated with such claims will not occur.
REINSURANCE
Reinsurance is generally used to reduce the liability on individual risks
and to protect against individual risk or aggregate catastrophic losses.
Superior Pacific follows the industry practice of reinsuring a portion of its
risks. The availability and cost of reinsurance are subject to prevailing market
conditions and may affect Superior Pacific's profitability. Superior Pacific's
reinsurance program is based on the security of the reinsurers, coverage, and
price. Superior Pacific monitors its reinsurers' financial condition carefully
and recoverable losses are pursued aggressively. Occasionally, Superior Pacific
is involved in disputes with reinsurers, which, if not settled, may be resolved
in arbitration. At December 31, 1997, there were no disputes related to the
workers' compensation operations.
Superior Pacific maintains excess of loss reinsurance contracts with
various reinsurers and a quota-share contract with ZRNA, an affiliate of Zurich.
Under its current excess of loss contracts (with multiple reinsurers), various
reinsurers collectively assume liability on that portion of each loss that
exceeds $500,000 on a per occurrence basis, up to a maximum of $150.0 million
per occurrence.
13
<PAGE> 16
Effective January 1, 1994, SNIC entered into a quota-share reinsurance
contract (the "ZRNA Quota-Share") with ZRNA. Under the ZRNA Quota-Share, ZRNA
may provide Superior Pacific with an Assumption of Liability Endorsement
facility ("ALE"), or, effective January 1, 1997, Superior Pacific may write
directly on policy forms of ZC Insurance Company ("ZCIC"), an affiliate of
Zurich (the "ZCIC Underwriting Agreement). The ceding rate under the contract
was 20% for 1994, and ZRNA and Superior Pacific mutually agreed to reduce the
quota-share participation to 5% for 1995 and 1996. Further, Superior Pacific
received ceding commissions ranging between 22.5% and 24.5% for premiums ceded
to ZRNA under the 1994 -1997 contracts. The purpose of the ceding commission is
to cover Superior Pacific's cost of acquiring new business and may be changed as
a result of changes in market conditions on a quarterly basis.
Effective January 1, 1997, the terms of the ZRNA Quota-Share were amended
whereby ZRNA increased its participation from 5% of premiums written in 1996 to
6.5% in 1997. In exchange for the increased participation, ZRNA no longer
received a separate fee for policies written on ALEs, but received an additional
2% of premiums written on ZCIC Underwriting Agreement policies only.
Effective January 1, 1998, the terms of the ZRNA Quota-Share were amended
whereby the ceding commission was increased to 27.5% for non-ZCIC and an ALE
premium. The ceding commission on ZCIC policies remained at 20%. Further, the
additional 2% of premium paid on ZCIC front policies was eliminated.
Effective February 1, 1998, Superior Pacific entered into an unrelated
Quota-Share Arrangement with United States Life Insurance Company, rated "A+" by
A.M. Best, under which it cedes 100% of premiums and claim and claim adjustment
expenses associated with policies having $100,000 or more of estimated annual
premium. Superior Pacific receives a 35% ceding commission on premiums ceded
under this contract.
Superior Pacific entered into a contract with Centre Re effective June 30,
1997, under which Centre Re assumed $10.0 million of reserves associated with
claims open for future medical payments from Superior Pacific in consideration
of $1.0 million in cash and the assignment of the rights of Superior Pacific's
contribution and subrogation recoveries during the term of the contract. The
contract is accounted for as a deposit, and no gain will be recognized until net
cash payments from Centre Re are either greater than Superior Pacific's $1
million premium. See "Management Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."
Reinsurance makes the assuming reinsurer liable to the insurer to the
extent of the reinsurance ceded, but it generally does not legally discharge an
insurer of its primary liability for the full amount of the policy liability
(except for ALEs). If a reinsurer fails to meet its obligations under the
reinsurance agreement, the ceding company is required to pay the loss. With
respect to policies with an ALE, however, in the event that Superior Pacific is
unable to meet its claim payment obligations, ZRNA assumes all responsibility
for the payment of losses related to the policy. All of the excess of loss
reinsurance is with non-affiliated reinsurers.
Superior Pacific generally enters into its contracts on an annual basis.
Superior Pacific has maintained reinsurance contracts with many reinsurers for a
number of years. In general, Superior Pacific's reinsurance contracts cover
specified underwritten risks. Superior Pacific also from time to time purchases
reinsurance covering specific liabilities or policies underwritten. As of
December 31, 1997, ZRNA and General Reinsurance Corporation ("Gen Re") accounted
for 24.5% and 21.6%, respectively, of total amounts recoverable by Superior
Pacific from all reinsurers on paid and unpaid claims and claim adjustment
expenses, and were the only reinsurers that accounted for more than 10% of such
amounts.
INVESTMENTS
The amount and types of investments that may be made by the Company are
regulated under the California Insurance Code and rules and regulations
promulgated by the DOI. The investments of the Company are primarily managed
externally, based upon guidelines and strategies approved by management. The
Company's consolidated portfolio consisted almost entirely of fixed income
securities as of December 31, 1997. The bond portfolio is heavily weighted
toward short to intermediate term, investment grade securities rated "A" or
better, with approximately 91% rated "AA" or better.
14
<PAGE> 17
Funds withheld assets having carrying and market values of $114.9 million
and $117.1 million, respectively, at December 31, 1995, were withheld from
Centre Re as collateral under an excess of loss reinsurance contract. These
investments are reported separately on the financial statements as investments
withheld from related party reinsurer. These assets were carried as held to
maturity until they were returned to Centre Re in 1996 upon the commutation of
the reinsurance contract. All investment income and market value risk associated
with such assets was Centre Re's. Interest expense in the amount $6.1 million
and $8.8 million was paid to Centre Re during 1996 and 1995, respectively. In
November 1996, the Company entered into a financing transaction involving Centre
Re and The Chase Manhattan Bank ("Chase") pursuant to which Chase extended a
$93.1 million term loan, net of transaction costs. The Company used proceeds
from the transaction to purchase from SNIC reinsurance receivables due from
Centre Re. On June 30, 1997, the Company reached an agreement under which the
Company agreed to transfer reinsurance receivables to Chase in exchange for the
cancellation of the Company's debt to Chase. As a result of these actions, the
Company's investable assets increased by $93.1 million.
The table below contains information concerning the composition of the
Company's investment portfolio at December 31, 1997:
<TABLE>
<CAPTION>
CARRYING
AMOUNT MARKET
TYPE OF INVESTMENT (1) VALUE
------------------ -------- --------
(IN THOUSANDS)
<S> <C> <C>
Bonds (2)
U.S. government and agencies................................ $165,273 $165,273
AA/Aa rated................................................. 21,127 21,127
A rated..................................................... 12,584 12,584
BBB/Baa rated............................................... 2,150 2,150
BB/Ba rated................................................. 4,080 4,080
-------- --------
Total Bonds............................................... 205,214 205,214
Cash and cash equivalents and short-term investments........ 35,376 35,376
Common stocks............................................... 1,526 1,526
-------- --------
Total..................................................... $242,116 $242,116
======== ========
</TABLE>
(1) Carrying amount is amortized cost for bonds held to maturity and short-term
investments. Market value is used for bonds held for sale and common
stocks.
(2) Standard & Poor's Corporation defines "AAA" rated securities as "highest
rating, extremely strong security," "AA" rated securities as "very strong
security," "A" as "strong security," "BBB" as "adequate security," and "BB"
as "low quality." Moody's Investor Services, Inc. defines "Aaa" rated
securities as "best quality," "Aa" as "high quality," "A" as "strong
security," "Baa" as "adequate security," and "Ba" as "low quality."
The table below reflects investments (including investments withheld from a
related party reinsurer) and interest earned thereon and average annual yield on
investments for each year in the five-year period ended December 31, 1997.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Total investments at end of period.......... $213,374 $115,017 $163,951 $174,345 $144,778
Net investment income before taxes.......... $ 12,674 $ 7,769 $ 9,784 $ 9,049 $ 9,550
Average annual yield on ending investment
portfolio (before taxes).................. 5.9% 6.7% 5.9% 5.2% 6.6%
</TABLE>
The Company in monitoring its asset and liabilities match, attempts to keep
the investment duration at the mid-point of the payout pattern. As of December
31, 1997, the investments under the Company's management (i.e., excluding funds
withheld) have a duration of 2.90 years.
15
<PAGE> 18
The table below sets forth the maturity profile of the Company's bond
portfolio at market value as of December 31, 1997:
<TABLE>
<CAPTION>
BONDS RATED (1)
----------------------------------------------------------
AAA/AAA AA/AA A BBB/BAA BB/BA TOTAL
-------- ------- ------- ------- ------ --------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
1 year or less........................... $ 25,086 $ 25,086
More than 1 year, through 3 years........ 9,038 5,544 14,582
More than 3 years, through 5 years....... 11,988 15,120 3,020 30,128
More than 5 years, through 10 years...... 26,519 6,007 4,020 2,150 4,080 42,776
More than 10 years, through 15 years..... 2,866 2,866
More than 15 years....................... 89,776 89,776
-------- ------- ------- ------ ------ --------
Total.................................... $165,273 $21,127 $12,584 $2,150 $4,080 $205,214
======== ======= ======= ====== ====== ========
</TABLE>
(1) Standard & Poor's Corporation defines "AAA" rated securities as "highest
rating, extremely strong security," "AA" rated securities as "very strong
security," "A" as "strong security," "BBB" as "adequate security," and "BB"
as "low quality." Moody's Investor Services, Inc. defines "Aaa" rated
securities as "best quality," "Aa" as "high quality," "A" as "strong
security," "Baa" as "adequate security," and "Ba" as "low quality."
INFORMATION SERVICES
Superior Pacific emphasizes the development of personal computer based
information and processing systems for use in all areas of its business and to
that end strives to maintain a creative, flexible, and dynamic data processing
capability that (i) enhances the effectiveness of its employees' underwriting,
policy administration, and claims activities, (ii) provides detailed, real-time
and near real-time information to management for control and administration
purposes, and (iii) provides marketing benefits through improved customer
service. The Company believes that these systems give it a significant
competitive advantage over competitors that lack such systems. Superior Pacific
expensed or capitalized 3.7%, 4.2%, and 3.3% of direct premiums written in 1997,
1996, 1995, respectively.
Data Warehouse Decision Support System. In 1993 the Company developed
SWAMI(R), its proprietary "data warehouse decision support" system. Beginning
with the installation of SWAMI(R), Superior Pacific adjusted the Company's
monitor and feedback cycle to no less frequently than weekly, and, in many
respects, to a daily basis. Management believes this to be necessary due to the
information intensive nature of the insurance business; lack of information
represents a major aspect of underwriting risk. Accordingly, SWAMI(R) was
developed to provide quality, detailed, real-time and near real-time information
to management as needed to reduce the risk represented by lack of information.
The SWAMI(R) system has been constantly enhanced since its implementation.
Management believes that SWAMI(R) is the first comprehensive "data warehouse
decision support" system developed in the insurance industry.
Underwriting. The Company's underwriting system is a fully-integrated
rating, quoting, and policy issuance system for use both internally and remotely
from producers' offices. The system contains edit and blocking features that
prohibit underwriters from issuing policies associated with business that is
deemed inappropriate or undesirable by management, or that may be
inappropriately priced. Detailed information for each producer can be
instantaneously reviewed on an accident year, policy year, or calendar year
basis. The system provides analytical information as to producers, underwriters,
or branch operations, which management uses to take corrective action with
respect to unprofitable producers or ineffective staff. The system permits
management to evaluate commissions, in force business, collections activity, and
product pricing, in detail, utilizing information that is no more than 24 hours
old.
Policy Administration. Policy administration, including premium collection
and audit activities, is fully automated. In addition to traditional "agency"
billing services, the Company's collections capabilities also include direct
bill, automatic withdrawals from policyholders' bank accounts, and credit card
billings, which, management believes, dramatically improve credit experience and
policy persistency.
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<PAGE> 19
Claims Administration. The core of the claims system is a proprietary
document imaging system that, combined with sophisticated workflow protocols,
improves the productivity of the Company's claims administration.
The Company has comprehensive physical and virtual safeguards for its
information and processing systems. Disaster recovery programs and back-up
procedures include nightly back-up storage of all transactions and changes to
the system's database. At the end of each business day, the Company transfers
this information to tapes that are stored off site. The Company maintains
back-up systems in the branch offices to use if the main system fails. Computer
access is restricted by use of codes and passwords.
The Company does not believe that it will incur any material expenditures
or liabilities as a result of the "year 2000" problem in computer software and
hardware. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Year 2000 Strategy."
COMPETITION
California is the country's largest workers' compensation insurance market.
Competitive pressures in the California workers' compensation market increased
with the implementation of open rating in January, 1995. As a result, total
direct premiums written for the California market decreased from $9.0 billion in
1993 to $5.0 billion in 1996. More recently, certain fundamentals of the
workers' compensation market in California have improved, as demonstrated by an
actual improvement in premium pricing of 0.5% for the year ended December 31,
1997, as compared to the same period in 1996.
The workers' compensation insurance industry in California is extremely
competitive. Many of Superior Pacific's competitors have been in business
longer, have a larger volume of business, offer more diversified types of
insurance coverage, have greater financial resources, and have greater
distribution capabilities than Superior Pacific. Of the approximately 300
companies that report to the WCIRB that they write workers' compensation
insurance, the Company believes that Liberty Mutual Insurance Companies,
California Compensation Insurance Company, and American International Group are
the largest private sector underwriters of workers' compensation insurance in
California. Superior Pacific believes the dominant competitor in the California
workers' compensation industry is the State Fund. As a result of the
Acquisition, the Company believes that, excluding the State Fund, it is the
eighth largest California workers' compensation insurer overall, based upon 1996
direct premiums written.
The workers' compensation market is commodity-oriented, highly fragmented,
and reflective of intense price competition. Nevertheless, because each risk is
unique in terms of insurance exposure, different insurers can develop widely
divergent estimates of prospective losses. Most insurers attempt to segment
classes within markets so that they target the more profitable sub-classes with
lower, although adequate, rates given the estimated profitability of the
segment. In some cases, no statistics are available for the sub-classes
involved, and the insurer implements discounted rate structures based solely on
theoretical judgment. Finally, different insurers have widely-divergent internal
expense positions, due to distribution methods, economies of scale, and
efficiency of operations. Therefore, although workers' compensation insurance is
a commodity, the price of insurance does not necessarily reflect commodity
pricing. Superior Pacific's existing and prospective customer bases are
vulnerable to competition, especially from larger insurers that at any time are
capable of penetrating Superior Pacific's markets with products priced at levels
substantially below Superior Pacific's.
RATINGS
Superior Pacific is currently rated "BBB" by S&P, a claims paying rating it
has held since 1995. Insurance companies rated "BBB" are considered by S&P to
offer adequate financial security, but capacity to meet policyholder obligations
is susceptible to adverse economic and underwriting conditions. A.M. Best has
currently assigned a "B+" (Very Good) rating to Superior Pacific, a rating it
has held since 1995. A.M. Best's ratings are based upon an evaluation of a
company's: (i) financial strength (leverage/capitalization, capital
structure/holding company, quality, appropriateness of reinsurance program,
adequacy of loss/policy reserves, quality, diversification of assets, and
liquidity); (ii) operating performance (profitability, revenue composition, and
management experience and objectives); and (iii) market profile (market risk,
competitive market
17
<PAGE> 20
position, spread of risk, and event risk). A "B+" rating is assigned to
companies that have on balance, in A.M. Best's opinion, very good financial
strength, operating performance, and market profile when compared to the
standards established by A.M. Best, and have a good ability to meet their
ongoing obligations to policyholders. "B+" is A.M. Best's sixth highest rating
classification out of 15 ratings. A.M. Best's and S&P's ratings represent an
independent opinion of a company's financial strength and ability to meet its
obligations to policyholders and are not based upon factors concerning
investors. There is no direct relationship between an insurance rating
established by A.M. Best or S&P and the investment ratings issued by the several
securities rating firms, including S&P and Moody's. Investment ratings generally
pertain to individual securities, although the firms who issue ratings
associated with specific investments also issue insurance ratings that duplicate
in some respects the activities of A.M. Best. Insurance ratings are subject to
change and are not recommendations to buy, sell, or hold securities. One factor
in an insurer's ability to compete effectively is its A.M. Best rating. The
Company's A.M. Best rating is lower than that of many of its competitors. There
can be no assurance that such ratings or future changes therein will not affect
the Company's competitive position.
In addition, the Company currently maintains a facility that allows it to
offer certain policyholders insurance policies written by ZCIC, having an A.M.
Best "A" rating.
REGULATION
SNIG and its insurance subsidiaries are subject to extensive governmental
regulation and supervision. Regulations relate to such matters as the filing of
premium rates and policy forms, adequacy of reserves, types and quality of
investments, minimum capital and surplus requirements, deposits of securities
for the protection of policyholders, statutory financial reporting, and
restrictions on stockholder dividends. SNIG and its insurance subsidiaries are
also subject to periodic examination by the DOI. In addition, assessments are
made against Superior Pacific and other California insurers to cover liabilities
to policyholders of insolvent insurance companies. The regulation and
supervision of insurance companies by state agencies is designed only for the
benefit of policyholders, not stockholders. SNIG believes that it and its
subsidiaries are in material compliance with state regulatory requirements that
are relevant to their respective businesses.
The DOI Triennial Examination of SNIC, which covered the three years ended
December 31, 1994, was completed in 1996 and indicated no material issues or
actions needed to be taken by SNIC in either its operations or financial
statements. SPCC's Triennial Examination, which was completed in 1996, resulted
in an additional $18.5 million of claim and claim adjustment expense reserves
being recorded as of December 31, 1996, and other significant adjustments
totalling $4.1 million in aggregate. An additional $12.0 million in claim and
claim adjustment expense was recorded by SPCC in the first quarter of 1997.
These events preceded SPCC's acquisition on April 11, 1997.
The California Insurance Code requires the DOI to approve any proposed
change of control of the Company. For such purposes, "control" is presumed to
exist if any person, directly or indirectly, owns, controls, holds with the
power to vote, or holds proxies representing more than 10% of the voting
securities of the Company.
The California Insurance Code also limits the amount of dividends or
distributions an insurance subsidiary may pay without DOI approval or
non-disapproval in any 12-month period to the extent it exceeds the greater of
(a) net income from operations for the preceding year or (b) 10% of statutory
policyholders' surplus as of the preceding December 31. Payments of greater
amounts require the approval of the DOI. The maximum dividends permitted under
the California Insurance Code are not necessarily indicative of an insurer's
actual ability to pay dividends or other distributions to a parent company,
which also may be constrained by business and regulatory considerations, such as
the impact of dividends on surplus, that could affect an insurer's competitive
position, the amount of premiums that can be written, and the ability to pay
future dividends. Further, the California Insurance Code requires that the
statutory surplus of an insurance company following any dividend or distribution
by such company be reasonable in relation to its outstanding liabilities and
adequate for its financial needs.
18
<PAGE> 21
In 1989, 1991, 1993 and 1995, various workers' compensation reform laws
that were passed into law by the California Legislature materially impacted the
Company's rates, claims experience, financial condition and results of
operations.
Under the last important measure, adopted in 1993 and declared effective as
of January 1995, California's minimum rate law was replaced by an open rating
system. Under this new rating system, individual insurance companies file rates
and rules not less than 30 days prior to their effective date, and such rates
and rules can only be disapproved by the DOI after a hearing and only on the
basis of solvency, market share, or improper filing. Superior Pacific cannot
predict the ultimate effect of open rating on its workers' compensation
business, but during the first three years of open rating, the intense price
competition that ensued led to lower average premiums per policy. Rates
stabilized in 1996, and appeared to increase slightly during 1997. Superior
Pacific believes the rates it has filed with the DOI are adequate, but it is
unable to predict the degree to which such rates are competitive in the
marketplace.
In 1996, the California legislature implemented a set of workers'
compensation reforms, referred to as Assembly Bill 1913 ("AB 1913"), and the DOI
issued its guidelines with respect to their interpretation. AB 1913 causes,
among other things, the experience modification factor of a current workers'
compensation policy and the immediately preceding two policies regardless of
carrier to be subject to revision if a claim used in a modification closes on or
after January 1, 1995, for a value of 60% or less of its highest earlier
reported value, if the highest reported incurred value was $10,000 or more. AB
1913 was amended effective January 1, 1998 by Senate Bill 1217 ("SB 1217").
Under the new guidelines of SB 1217, if the aggregate amount of incurred claims
(as opposed to a single claim) changes by the threshold amount, than the WCIRB
will calculate a new experience modification factor. Such a change in the
experience modification factor will require the current workers' compensation
carrier to return a portion of a policyholders' premium for the current and
preceding two policies' periods without regard to whether the current workers'
compensation insurance carrier was the insured's previous carrier. WCIRB
estimates of the ultimate cost to California workers' compensation underwriters
will be less than 2.5% of 1996 premium; however, these estimates are based upon
broad industry estimates and could vary significantly from company to company
based upon the type of claims incurred, size of employer, and employer industry
group.
Proposed federal legislation has been introduced from time to time in
recent years that would provide the federal government with substantial power to
regulate property and casualty insurers, including state workers' compensation
systems, primarily through the establishment of uniform solvency standards.
Proposals also have been discussed to modify or repeal the antitrust exemption
for insurance companies provided by the McCarran-Ferguson Act. The adoption of
such proposals could have a material adverse impact upon the operations of the
Company.
In order to enhance the regulation of insurer solvency, the National
Association of Insurance Commissioners (the "NAIC") has adopted a formula and
model law to implement risk-based capital ("RBC") requirements for property and
casualty (including workers' compensation) insurance companies designed to
assess minimum capital requirements and to raise the level of protection that
statutory surplus provides for policyholder obligations. The NAIC model law has
been incorporated into the California Insurance Code. The RBC formula for
property and casualty insurance companies measures four major areas of risk: (i)
underwriting, which encompasses the risk of adverse loss developments and
inadequate pricing, (ii) declines in asset values arising from credit risk,
(iii) declines in asset values arising from investment risks, and (iv)
off-balance sheet risk arising from adverse experience from non-controlled
assets, guarantees for affiliates, contingent liabilities and reserve and
premium growth. Pursuant to the model law, insurers having less statutory
surplus than that required by the RBC calculation will be subject to varying
degrees of regulatory action, depending on the level of capital inadequacy.
The RBC model law provides for four levels of regulatory action. The extent
of regulatory intervention and action increases as the level of surplus as a
percentage of the RBC amount falls. The first level, the Company Action Level
(as defined by the NAIC), requires an insurer to submit a plan of corrective
actions to the regulator if surplus falls below 200% of the RBC amount. The
Regulatory Action Level (as defined by the NAIC) requires an insurer to submit a
plan containing corrective actions and requires the relevant insurance
19
<PAGE> 22
commissioner to perform an examination or other analysis and issue a corrective
order if surplus falls below 150% of the RBC amount. The Authorized Control
Level (as defined by the NAIC) gives the relevant insurance commissioner the
option either to take the aforementioned actions or to rehabilitate or liquidate
the insurer if surplus falls below 100% of the RBC amount. The fourth action
level is the Mandatory Control Level (as defined by the NAIC) which requires the
relevant insurance commissioner to rehabilitate or liquidate the insurer if
surplus falls below 70% of the RBC amount. Based on the foregoing formulae, as
of December 31, 1997, the RBC ratios of SNIC and SPCC were in excess of the
Company Action Level, the first trigger level that would require regulatory
action.
The NAIC's Insurance Regulatory Information System ("IRIS") was developed
by a committee of state insurance regulators and is primarily intended to assist
state insurance departments in executing their statutory mandates to oversee the
financial condition of insurance companies operating in their respective states.
IRIS identifies eleven industry ratios and specifies "usual values" for each
ratio. Departure from the usual values on four or more of the ratios may lead to
increased regulatory oversight. Based on its 1997 statutory financial statement,
SNIC was within the usual range of all twelve IRIS tests, and SPCC fell outside
the usual range of three of the twelve IRIS tests. SPCC was outside of the usual
range of the tests measuring change in net writings, two-year overall operating
ratio, and two-year reserve development to surplus. The unusual values were the
result of 1996 claim and claim adjustment expense reserve increases, and the
runoff of SPCC's premium in force during 1997.
The financial statements contained herein have been prepared in conformity
with GAAP, as opposed to SAP prescribed or permitted for insurance companies by
regulatory authorities. SAP differs from GAAP principally in the following
respects: (a) premium income is taken into operations over the periods covered
by the policies, whereas the related acquisition and commission costs are
expensed when incurred; (b) deferred income taxes are not recognized under SAP;
(c) certain assets such as agent's balances over ninety days due and prepaid
expenses are nonadmitted assets for statutory reporting purposes; (d)
policyholder dividends are accrued when declared; (e) the cash flow statement is
not consistent with classifications and the presentation under GAAP; (f) bonds
are recorded at amortized cost, regardless of trading activities; (g) loss and
loss adjustment expense reserves and unearned premium reserves are stated net of
reinsurance; and (h) minimum statutory reserves for losses in excess of the
Company's estimates are required.
Early in 1998, the NAIC completed a project to codify SAP, as prior SAP
does not address all accounting issues and differed from state to state. The
codification replaced prescribed or permitted practices as the new comprehensive
statutory basis of accounting for insurance companies. Final implementation of
codification is required as of December 31, 1999. Due to the recent
implementation of the project, the Company has not yet quantified the impact
such changes may have on the statutory capital and surplus or statutory results
of operations of SNIC and SPCC. The impact of adopting this new comprehensive
statutory basis of accounting may, however, materially impact statutory capital
and surplus.
Although the Company has not received any claims made under policies
written in its P&C insurance business (discontinued in 1993) related to business
losses caused by Year 2000 malfunctions or costs incurred in connection with
prevention or correction of Year 2000 problems, it is conceivable that such
claims could be made. Published estimates of Year 2000 business losses and costs
are in the many billions of dollars. If P&C insurers were required by court
decision to pay claims on policies issued between 1985 and 1993 related to Year
2000 losses the Company may have to pay such claims. In such event, the Company
would likely have inadequate reserves in its discontinued operations and the
booking of additional reserves would have a material adverse effect on the
Company's results of operations.
It is not possible to predict the future impact of changing state and
federal regulation on the Company's operations and there can be no assurance
that laws and regulations enacted in the future will not be more restrictive
than existing laws.
EMPLOYEES
As of December 31, 1997, the Company had approximately 410 employees, none
of whom was covered by a collective bargaining agreement.
20
<PAGE> 23
RISK FACTORS
The following risk factors should be carefully reviewed in addition to the
other information included in this Annual Report on Form 10-K.
Uncertainty Associated with Estimating Reserves for Unpaid Claim and Claim
Adjustment Expenses
The reserves for unpaid claim and claim adjustment expenses established by
the Company are estimates of amounts needed to pay reported and unreported claim
and related claim adjustment expenses based on facts and circumstances then
known. These reserves are based on estimates of trends in claim frequency and
severity, judicial theories of liability, market conditions and other factors.
The establishment of adequate reserves is an inherently uncertain process, and
there can be no assurance that the ultimate liability will not materially exceed
the Company's reserves for claim and claim adjustment expenses and have a
material adverse effect on the Company's results of operations and financial
conditions. Due to the inherent uncertainty of estimating reserve amounts, the
Company has found it necessary, and may over time continue to find it necessary,
to revise estimates of the Company's reserves for claim and claim adjustment
expenses in response to trends in claim frequency and severity, judicial
theories of liability, market conditions and other factors. The historic
development of reserves for claim and claim adjustment expenses may not
necessarily reflect future trends in the development of these amounts.
Accordingly, it may not be appropriate to extrapolate redundancies or
deficiencies based on historical information. See "Business -- Claim and Claim
Adjustment Expense Reserves."
The Company believes there is an industry-wide increase in claim severity
in California workers' compensation insurance. Although claim frequency has
declined as expected in light of benefit and claim reform after the advent of
open rating in 1995, if the Company is correct in viewing the increase in claim
severity for 1995 and subsequent accident years as a true trend and not an
aberration, then the assumptions underlying claim and claim adjustment expense
reserves established for the 1995 and subsequent accident years were flawed, and
the Company's reserves could therefore be materially understated. Thus, although
the Company has recently experienced reduced claim frequency, the impact of that
reduction has been outweighed, perhaps substantially, by an increase in claim
severity for injuries sustained in 1995 and thereafter. In response, the Company
has undertaken the Claim Severity Management Program. See "Business -- Claim
Severity Management Program." There can be no assurance that the Company's
severity management efforts will have the effect the Company anticipates and, if
they do not, the Company could be required to book additional reserves for
Superior Pacific for accident years 1995 and subsequent.
Uncertain Pricing and Profitability
One of the distinguishing features of the insurance industry, including the
workers' compensation insurance industry, is that its products generally are
priced before its costs are known because premium rates are determined before
losses are reported. Premium rate levels are related in part to the availability
of insurance coverage, which varies according to the level of surplus in the
industry. Increases in surplus have generally been followed by increased price
competition among workers' compensation insurers. For these reasons, together
with the commencement of open rating in January, 1995, the California workers'
compensation insurance business in recent years has experienced very competitive
pricing conditions and there can be no assurance as to the Company's ability to
achieve adequate pricing for its policies. Further, changes in case law, the
passage of new statutes or the adoption of new regulations relating to the
interpretation of insurance contracts can retroactively and dramatically affect
the liabilities associated with known risks after an insurance contract is in
place. Product enhancements also present special issues in establishing
appropriate premium levels in the absence of sufficient experience with such
products' performance. See "Business -- California Workers' Compensation Market"
and "-- Underwriting."
The number of competitors and the similarity of products offered, as well
as regulatory constraints, limit the ability of workers' compensation insurers
to increase prices in response to declines in profitability or market demand. In
addition, the reported profits and losses of a workers' compensation insurance
company are also determined, in part, by the establishment of, and adjustments
to, reserves reflecting estimates made by
21
<PAGE> 24
management as to the amount of claim and claim adjustment expenses that will
ultimately be incurred in the settlement of claims. The ultimate liability of
the insurer for all claim and claim adjustment expenses reserved at any given
time will likely be greater or less than these estimates, and differences in the
estimates may have a material adverse effect on the insurer's financial
position, results of operations or cash flows in the future periods. See
"Business -- Claim and Claim Adjustment Expense Reserves."
Risks of Acquisitions
The Company may pursue acquisitions of insurance companies or other
companies related to the California workers' compensation insurance market that
can be acquired on acceptable terms and which the Company believes can be
operated profitably. Some of these acquisitions could be material in size and
scope. The Company believes that its future growth may depend, in part, upon the
successful implementation of this strategy. While the Company will continually
be searching for acquisition opportunities, there can be no assurance that the
Company will be successful in identifying suitable acquisitions. If any
potential acquisition opportunities are identified, there can be no assurance
that the Company will consummate such acquisitions. The Company may in the
future face increased competition for acquisition opportunities, which may
inhibit its ability to consummate suitable acquisitions or increase the expense
of completing acquisitions. In addition, to the extent that the Company's
strategy results in the acquisition of businesses, such acquisitions could pose
a number of special risks, including the diversion of management's attention,
the assimilation of the operations and personnel of the acquired companies, the
integration of acquired assets with existing assets, adverse short-term effects
on reported operating results, the amortization of acquired intangible assets,
and the loss of key employees. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Overview" and "-- Year Ended
December 31, 1997 as compared to year ended December 31, 1996."
Leverage
As of December 31, 1997, the Company had $113 million of long term debt
outstanding, comprised of $105 million in Senior Subordinated Notes and $7.6
million in the form of a capital lease. The Company's ratio of earnings to fixed
charges and distributions on Preferred Securities was 1.98 to 1.
The Indenture pursuant to which the Senior Subordinated Notes were issued
permits the Company to incur additional indebtedness, subject to certain
limitations. Management believes that cash flow from operations and existing
funds available for payments of principal and interest will be adequate to
permit the Company to make its required payments of principal and interest on
its indebtedness, although there can be no assurance that this will be the case.
To the extent that cash flow from operations is insufficient to satisfy the
Company's cash requirements, the Company may seek to raise funds from additional
borrowings or equity financings, by restructuring, or by acquiring other
businesses that would provide cash flow (in all such cases to the extent
permitted by the Indenture). See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources." There can be no assurance that such actions could be effected on
satisfactory terms, in a timely manner, or at all, that would enable the Company
to make any payments due on the Senior Subordinated Notes or that any such
actions would be permitted under the related Indenture.
The degree to which the Company is leveraged could have adverse
consequences, including the following: (i) a substantial portion of the
Company's cash flow from operations must be dedicated to the payment of
principal and interest on its indebtedness, thereby reducing the funds available
to the Company for other purposes, (ii) the Company's ability to obtain
additional financing in the future for working capital, acquisitions or other
purposes may be impaired, (iii) certain of the Company's borrowings may be at
variable rates of interest, which would expose the Company to the risk of higher
interest rates, (iv) the Company's flexibility in planning for or reacting to
changes in market conditions may be limited, (v) the Company may be
substantially more leveraged than certain of its competitors, which may place
the Company at a competitive disadvantage, and (vi) the Company may be more
vulnerable in the event of a downturn in its business. The Company's ability to
satisfy its obligations will be dependent upon its future performance, which
22
<PAGE> 25
will be subject to prevailing economic conditions and to financial, business and
other factors, including factors beyond the control of the Company.
Variability of Workers' Compensation Insurance Business
The workers' compensation insurance business is affected by many factors
that can cause fluctuations in the results of operations of companies
participating in this business. Many of these factors are not subject to control
by the Company. For example, an economic downturn in California could result in
an increase in the number of claims and less demand for workers' compensation
insurance. These factors, together with competitive pricing and other
considerations, could result in fluctuations in the Company's underwriting
results and net income. See "Business -- Regulation" and "-- Ratings."
Highly Competitive Businesses
The Company writes exclusively workers' compensation insurance, which is a
highly competitive business. Many of the Company's competitors have
substantially greater financial and other resources than the Company, and there
can be no assurance the Company will be able to compete effectively against such
competitors in the future. Some of the Company's competitors are units of
financial services organizations having billions of dollars of assets. In the
event of a major reversal in the marketplace, such as a large, unanticipated
increase in industry-wide claim severity experience, the Company's competitors
that have access to substantial additional resources may be better able to
withstand the losses resulting from that reversal until conditions improve. The
Company's competitors include other companies which, like the Company, serve the
independent producer-market, as well as companies that sell insurance directly
to insureds. Direct writers may have certain competitive advantages over
insurers using producers, including increased name recognition, loyalty of the
customer base to the insurer rather than an independent producer and,
potentially, reduced acquisition costs. In addition, certain competitors of the
Company have decreased their prices from time to time in an attempt to gain
market share. The Company believes that to compete successfully in the workers'
compensation business it will have to market and service a level of premiums
sufficiently large to enable the Company to continue to realize operating
efficiencies in conducting its business. No assurance can be given the Company
will be able to compete successfully if its current level of premiums decreases
significantly. See "Business -- Competition."
Importance of Ratings
A.M. Best, an independent insurance rating agency, assigned the Company a
"B+" (Very Good) rating in 1995, which the Company has continued to maintain. A
"B+" rating is assigned to companies having, on balance, in A.M. Best's opinion,
very good financial strength, operating performance, and market profile when
compared to the standards established by A.M. Best, and having a good ability to
meet their ongoing obligations to policyholders. "B+" is A.M. Best's sixth
highest rating classification out of 15 ratings. The Company's A.M. Best rating
is lower than that of many of its competitors. There is no direct relationship
between a rating established by A.M. Best and the investment ratings issued by
the several securities rating firms, including Standard & Poor's Corporation
("S&P") and Moody's Investment Services, Inc. ("Moody's"). An A.M. Best rating
is purported to be an overall measure of the financial strength of an insurance
enterprise for use primarily by marketers and consumers of insurance products.
Investment ratings generally pertain to individual securities, although the
firms who issue ratings associated with specific investments also issue
insurance ratings that duplicate in some respects the activities of A.M. Best.
A.M. Best's ratings are not recommendations to buy, sell, or hold securities and
are subject to change at any time. There can be no assurance that such ratings
or future changes therein will not affect the Company's competitive position.
See "Business -- Ratings."
Geographic Concentration
The Company writes workers' compensation insurance almost exclusively in
the State of California; consequently, the Company will be significantly
affected by changes in the regulatory and business climate in California. See
"Business -- Regulation."
23
<PAGE> 26
Availability of Net Operating Loss Carryforwards
As of December 31, 1997, SNIG had available approximately $130.2 million in
net operating loss carryforwards ("NOLs") to offset taxable income recognized by
it for periods after December 31, 1997. For federal income tax purposes, these
NOLs will expire in material amounts beginning in the year 2006. SNIG's ability
to pay interest on the Senior Subordinated Notes may be dependent on the
continued availability of the NOLs until their normal expiration. On April 11,
1997, SNIG reincorporated in Delaware and in doing so adopted certain
restrictions on the transfer of its Common Stock in its Certificate of
Incorporation, intended to prevent a change in ownership under Section 382 of
the Internal Revenue Code, which change could materially limit the availability
of the NOLs. In addition, all holders of outstanding warrants to purchase SNIG
common stock entered into a Standstill Agreement in which they agreed not to
exercise such warrants until such time as their exercise would not result in a
change of ownership for purposes of Section 382. The transfer restrictions
adopted in SNIG's Certificate of Incorporation and the Standstill Agreement
serve to reduce, but not necessarily eliminate, the risk that Section 382 would
be applied to limit the availability of the Company's NOLs. In the event that
transfers occur in violation of the transfer restrictions, there can be no
assurance the Internal Revenue Service ("IRS") will not assert such transfers
have federal income tax significance notwithstanding the transfer restrictions,
or that a court might hold the transfer restrictions to be unenforceable. In
addition, the Board of Directors of SNIG has the power to waive the transfer
restrictions and enter into a transaction that may result in an ownership change
for purposes of Section 382 that would limit the use of the NOLs. The Board of
Directors would only permit such transaction after making a determination that
the issuance or transfer of equity securities is in the best interests of the
Company, after consideration of the risk that an ownership change might occur
and any additional factors that the Board of Directors deems relevant (including
possible future events). See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Taxes" and "Certain Relationships and
Related Transactions -- Transactions with IP and Limitations on Related Party
control."
Future Growth and Continued Operations Dependent on Access to Capital
The underwriting of workers' compensation insurance is a capital intensive
business. The Company must maintain minimum levels of surplus in SNIC and SPCC
in order to continue to write business and meet the other related standards
established by insurance regulatory authorities and insurance rating bureaus.
The Company achieved premium growth in 1997 as a result of its acquisition
of SPCC. It intends to continue to pursue acquisition and internal growth
opportunities. Among the factors that may restrict the Company's future growth
is the availability of capital. Such capital will likely have to be obtained
through debt or equity financing or retained earnings. There can be no assurance
that the Company will have access to sufficient capital to support future growth
and also satisfy the capital requirements of rating agencies and regulators. In
addition, the Company may require additional capital to finance future
acquisitions. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."
Importance of Reinsurance
In order to reduce its underwriting risk, the Company purchases
reinsurance. SNIC and SPCC follow the industry practice of reinsuring a portion
of their respective risks. Reinsurance does not relieve the Company of liability
to its insureds for the risks ceded to reinsurers. As such, the Company is
subject to credit risk with respect to amounts not recoverable from reinsurers.
Although the Company places its workers' compensation reinsurance with
reinsurers that are "A" rated or higher by A.M. Best and which the Company
generally believes to be financially stable, a significant reinsurer's
insolvency or inability to make payments under the terms of a reinsurance treaty
could have a material adverse effect on the Company's financial condition or
results of operations.
The amount and cost of reinsurance available to companies specializing in
workers' compensation insurance are subject, in large part, to prevailing market
conditions beyond the control of such companies. The Company's ability to
provide insurance at competitive premium rates and coverage limits on a
continuing basis
24
<PAGE> 27
depends upon its ability to obtain adequate reinsurance in amounts and at rates
that will not adversely affect its competitive position.
Due to continuing market uncertainties regarding reinsurance capacity, no
assurances can be given as to the Company's ability to maintain its current
reinsurance facilities, which generally are subject to annual renewal. If the
Company is unable to renew such facilities upon their expiration, the Company
may need to reduce the levels of its underwriting commitments. See "Business --
Reinsurance."
Risks Associated with Investments
The Company's results of operations depend in part on the performance of
its invested assets. As of December 31, 1997, virtually all of the Company's
investment portfolio was invested in fixed-income securities. Certain risks are
inherent in connection with fixed-income securities, including loss upon
default, price volatility in reaction to changes in interest rates and general
market factors, and in the case of certain asset backed securities, prepayment
and reinvestment risk. See "Business -- Investments."
Comprehensive State Regulation
The Company is subject to comprehensive regulation by government agencies
in California and Arizona. The nature and extent of that regulation typically
involve prior approval of the acquisition of control of an insurance company or
of any company controlling an insurance company, regulation of certain
transactions entered into by an insurance company with any of its affiliates,
limitations on dividends, filing of premium rates and policy forms, solvency
standards, minimum amounts of capital and surplus which must be maintained,
limitations on types and amounts of investments, restrictions on the size of
risks which may be insured by a single company, limitation of the right to
cancel or nonrenew policies in some lines, regulation of the right to withdraw
from markets, requirements to participate in residual markets, licensing of
insurers and agents, deposits of securities for the benefit of policyholders,
reporting and satisfying certain regulatory standards with respect to financial
condition, and other matters. In addition, state insurance department examiners
perform periodic financial and market conduct examinations of insurance
companies and dictate the accounting practices to be used by insurance companies
when reporting to regulatory authorities. Such regulation is generally intended
for the protection of policyholders rather than security holders. No assurance
can be given that future legislative or regulatory changes will not adversely
affect the Company. See "Business -- Regulation."
Holding Company, Structure; Dividend and Other Restrictions
SNIG is a holding company whose principal asset is the capital stock of its
subsidiaries. SNIG relies primarily on dividends and other payments from SNIC
and SPCC to meet its obligations to creditors and to pay corporate expenses,
including the principal and interest on the Senior Subordinated Notes. SNIC and
SPCC are domiciled in the State of California, which limits the payment of
dividends and other distributions by insurance companies. Under California law
the maximum aggregate amount of dividends permitted to be paid in 1998 without
regulatory approval by SNIC is $7.2 million and by SPCC is $3.1 million. In
addition, state insurance laws and regulations require that the statutory
surplus of an insurance company following any dividends or distribution by such
company be reasonable in relation to its outstanding liabilities and adequate
for its financial needs. See "Business -- Overview" and "-- Regulation" and
"Managements Discussion and Analysis of Financial Condition and Results of
Operations."
Dependence Upon Producers
Superior Pacific depends on outside producers to provide it with insurance
business. The renewal rights of all of such business written are owned by the
producers, and not by Superior Pacific. While Superior Pacific believes that its
relationships with its producers are generally excellent, there can be no
assurance that producers will not move business currently written by Superior
Pacific to another carrier. If renewal rates were to drop significantly at
Superior Pacific as a result of producers moving business to other carriers, or
if
25
<PAGE> 28
producers were to deliver less business of the type Superior Pacific prefers to
underwrite, then the earnings of Superior Pacific could be adversely affected.
Approximately $39.3 million (26.8%), $47.0 million (25.0%), and $44.0
million (26.0%) of Superior Pacific's premiums for the years ended December 31,
1997, 1996 and 1995, respectively, were derived from 10 producers. The loss of
any of these producers could have a material adverse effect on Superior Pacific.
See "Business -- Marketing."
Premium Volume Concentration
Approximately 65.7% of the Company's premium in force is concentrated in
400 non-group policies and 55 group programs that provide annual premium in
excess of $50,000. While marketing through group programs to reach smaller
policyholders is a means by which the Company can pursue its strategy to
underwrite smaller policies, group programs, like large non-group policies, are
vulnerable to price competition. If the Company is not able to retain a
sufficient number of group programs, the loss of overall premium by the Company
could materially and adversely affect the Company's ability to achieve
profitability. While the Company expects to write many new, small accounts
through its newly acquired relationships with policyholders and producers
previously associated with Pac Rim, if the Company fails to underwrite a
sufficient number of smaller accounts to offset in part the expected loss of
premium from the loss of some of SPCC's larger policies, the loss of overall
premium by the Company could materially and adversely affect the Company's
ability to achieve profitability. See "Business -- Marketing."
Transactions with Affiliates; Ownership of the Company
Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda), L.P.
(collectively, "IP"), own approximately 24% of the Company's Common Stock, on a
diluted basis, and approximately 36% of the Company's issued and outstanding
Common Stock on a non fully-diluted basis. Certain affiliates of Zurich are
limited partners of IP, holding approximately 23% of IP's limited partnership
interests. In addition, certain affiliates of Zurich collectively own warrants
to acquire approximately 11% of the Common Stock on a fully diluted basis, 4.6%
of which are subject to a revocable agency relationship. Further, International
Insurance Investors, L.P., ("III") owns all of the outstanding Voting Notes (as
defined herein) issued by SNIG. Certain affiliates of Zurich are limited
partners of III and hold approximately 32% of III's limited partnership
interests. See "Security Ownership of Certain Beneficial Owners and Management"
and "Certain Relationships and Related Transactions -- Transactions with
IP-Limitation on Related Party Control." Five of the Company's eleven directors
have relationships with such parties. Consequently, such parties have
significant influence over the management of the Company and have a significant
portion of the votes needed to approve any action requiring stockholder
approval, including adopting amendments to SNIG's Certificate of Incorporation
and approving certain actions, such as mergers or sales of all or substantially
all of the Company's assets, which could cause a Change of Control or otherwise
materially affect the Company's financial condition.
Dependence on Key Personnel in Connection with Future Success
The future success of the Company depends significantly upon the efforts of
certain key management personnel, including William L. Gentz, a director and the
President and Chief Executive Officer, J. Chris Seaman, a director, an Executive
Vice President and the Chief Financial Officer, and Arnold J. Senter, an
Executive Vice President and the Chief Operating Officer. A loss of any of these
officers or other key employees could materially and adversely affect the
Company's business. See "Management -- Executive Officers."
ITEM 2. BUSINESS PROPERTIES
The Company's principal executive offices are located in Calabasas,
California and are subject to a lease that expires in 2000. The Company also
leases space for branch offices in Woodland Hills, Pleasanton, Sacramento, and
Fresno (all in California). Such leases expire in 2002, 2003, 2001, and 2000,
respectively.
26
<PAGE> 29
ITEM 3. LEGAL PROCEEDINGS
SNIG and its subsidiaries are parties to various legal proceedings, all of
which are considered routine and incidental to the business of the Company and
are not material to the financial condition and operation of the business.
Neither SNIG nor any of its subsidiaries is a party to any litigation expected
to have a material adverse effect upon the Company's business or financial
position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders of SNIG's,
through the solicitation of proxies or otherwise, during the fourth quarter of
1997.
27
<PAGE> 30
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
SNIG's common stock (the "Common Stock") is listed and traded on The Nasdaq
National Market under the trading symbol "SNTL". "The Nasdaq National Market" or
"Nasdaq" is a highly-regulated electronic securities market comprised of
competing Market Makers whose trading is supported by a communications network
linking them to a quotation dissemination, trade reporting, and order execution
system. This market also provides specialized automation services for
screen-based negotiations of transactions, on-line comparison of transactions,
and a range of informational services tailored to the needs of the securities
industry, investors and issuers. Nasdaq consists of two distinct market tiers:
The Nasdaq National Market and The Nasdaq SmallCap Market. Nasdaq is operated by
The Nasdaq Stock Market, Inc., a wholly-owned subsidiary of the National
Association of Securities Dealers, Inc. Set forth below are the quarterly high
and low closing sale prices for the Common Stock as reported to SNIG by those
broker-dealers believed by SNIG to be most active in making a market in the
Common Stock. As SNIG's Common Stock was not approved for listing on The Nasdaq
National Market until March 5, 1996, quotations prior to SNIG's being listed on
Nasdaq are inter-dealer prices (giving effect to the May 25, 1995, four-into-one
reverse stock split), without retail mark-up, mark-down, or commission and may
not necessarily represent actual transactions.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C> <C>
1997
Fourth quarter........................................... $15.25 $14.00
Third quarter............................................ $15.50 $13.25
Second quarter........................................... $13.63 $11.63
First quarter............................................ $15.25 $11.25
1996
Fourth quarter........................................... $13.75 $ 9.88
Third quarter............................................ $10.75 $ 7.13
Second quarter........................................... $ 8.00 $ 4.87
First quarter............................................ $ 5.63 $ 4.87
1995
Fourth quarter........................................... $ 6.00 $ 4.75
Third quarter............................................ $ 5.50 $ 4.75
Second quarter........................................... $ 5.00 $ 4.00
First quarter............................................ $ 5.40 $ 4.60
</TABLE>
As of March 1, 1998, the number of shareholders of record of SNIG's Common
Stock was 261 and 5,962,766 shares of Common Stock were outstanding on that
date.
The Company believes the increase in price in the third and fourth quarter
of 1996 and the first quarter of 1997 was primarily due to the announcement of
the Pac Rim acquisition. The Pac Rim acquisition was completed on April 11,
1997.
The Company's current policy is to retain its earnings for use in its
business; it has paid no cash dividends to its stockholders in its two most
recent fiscal years and has no present intention of paying cash dividends in the
foreseeable future. The payment of dividends in the future is subject to the
discretion of the Board of Directors and will depend on the Company's operating
results, financial condition and capital requirements, general business
conditions, and other relevant factors, including legal restrictions applicable
to the payment of dividends by SNIC and SPCC. The California Insurance Code
restricts the dividends or distributions an insurance subsidiary may pay in any
12-month period to the greater of (a) net income for the preceding year, or (b)
10% of statutory policyholders' surplus as of the preceding December 31.
Payments of greater amounts require the approval of the DOI. Because the Company
conducts no substantial business other than through
28
<PAGE> 31
SNIC and SPCC, SNIG would be dependent upon dividends from SNIC and SPCC in
order to pay dividends to SNIG's stockholders.
During the fiscal year ended December 31, 1997, the Company, through a
series of grants to certain employees pursuant to its 1995 Stock Incentive Plan,
awarded (a) an aggregate of 36,450 shares of restricted Common Stock, which
shares are subject to the Company's right of repurchase, and (b) options to
purchase an aggregate of 132,257 shares of Common Stock, vesting in equal annual
increments of 20% from the date of grant of such option and having exercise
prices ranging from $11.38 to $14.875 per share. In issuing such securities, the
Company relied on a Registration Statement on Form S-8, promulgated pursuant to
the Securities Act.
UNREGISTERED SALES OF SNIG'S EQUITY SECURITIES DURING LAST FISCAL YEAR
On December 3, 1997, the Trust, a direct subsidiary of SNIG, issued and
sold $105.0 million in aggregate liquidation amount of its 10 3/4% Trust
Preferred Securities in reliance upon the exemption provided by Section 4(2) of
the Securities Act of 1933, as amended (the "Securities Act"), and Regulations D
and S thereunder, as transactions exempt from the registration requirements of
the Securities Act to persons reasonably believed by Donaldson, Lufkin &
Jenrette Securities Corporation and Chase Securities Inc., as the initial
purchasers (the "Initial Purchasers") of the Trust Preferred Securities, to be
"qualified institutional buyers" (as defined by Rule 144A under the Securities
Act), other institutional "accredited investors" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) or in transactions complying with the
provisions of Regulation S under the Securities Act. In view of the fact that
the proceeds of the sale of the Trust Preferred Securities were invested in the
Senior Subordinated Notes, the Company paid the Initial Purchasers, as
compensation, $29.50 per Trust Preferred Security (or approximately $3.01
million in the aggregate). The Trust Preferred Securities are traded in the
Private Offering, Resales and Trading through Automated Linkages ("PORTAL")
Market. See Note (9) to the Notes to Consolidated Financial Statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
Pursuant to its agreement with the Initial Purchasers, the Company and the
Trust filed with the SEC a registration statement (the "Registration Statement")
covering an offer to exchange the Trust Preferred Securities, Senior
Subordinated Notes and related Company Guarantee (as defined herein) for
substantially similar securities. The Registration Statement was declared
effective on January 16, 1998 and in February 1998, the exchange offer was
completed, with the participation of substantially all of such securities.
29
<PAGE> 32
ITEM 6. SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA -- YEARS ENDED 1993 THROUGH 1997
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS.)
<TABLE>
<CAPTION>
OPERATIONS FOR THE YEAR ENDED DECEMBER 31:
--------------------------------------------------------------
1997(1) 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
REVENUES:
Gross premiums written............. $ 159,352 $ 99,282 $ 97,084 $ 134,769 $ 157,986
Net premiums written............... 136,929 87,715 89,139 105,946 154,431
Net premiums earned................ 140,920 88,648 89,735 110,418 153,585
Net investment income (excluding
capital gains and losses)....... 12,630 7,738 10,309 9,014 8,481
Net capital gain (loss)............ 44 31 (525) 35 1,069
Other (expense) income, net........ (817) 186 (536) (340) (743)
---------- ---------- ---------- ---------- ----------
Total revenues.................. 152,777 96,603 98,983 119,127 162,392
EXPENSES:
Claim and claim adjustment
expenses, net of reinsurance.... 90,447 55,638 53,970 78,761 113,817
Underwriting and general and
administrative expenses......... 37,695 34,138 29,447 21,660 28,779
Policyholder dividends............. -- (5,927) (5,742) 4,983 11,371
Goodwill amortization.............. 1,039 -- -- -- --
Interest expense................... 6,335 7,527 9,619 8,726 6,221
Loss on termination of financing
transaction with a related party
reinsurer....................... 15,699
Income from continuing operations
before preferred securities and
extraordinary
items -- pre-tax................ 1,562 5,227 11,689 4,997 2,204
Income tax (expense) benefit....... 1,788 (739) 5,849 (4) 2,304
Accretion on preferred
securities -- pre-tax........... (4,650) (2,525) (2,255) (1,035) --
(Loss) from operations of
discontinued P&C
operations -- pre-tax(2)........ -- -- (14,912) -- (4,532)
Extraordinary (loss) -- pre-tax.... (3,841) -- -- (3,064) (686)
Cumulative effect of change in
accounting for income taxes..... -- -- -- -- 2,297
---------- ---------- ---------- ---------- ----------
Net income (loss)(4)............ $ (5,141) $ 1,963 $ 371 $ 894 $ 1,587
BASIC EPS(3)
Income before items below -- after
all taxes....................... $ 0.64 $ 1.31 $ 5.12 $ 1.45 $ 1.31
Preferred Securities -- pre-tax.... (0.89) (0.74) (0.66) (0.30) --
Discontinued Operations --
pre-tax......................... -- -- (4.35) -- (1.32)
Extraordinary Items -- pre-tax..... (0.73) -- -- (0.89) (0.20)
Cumulative Effect of Change in
Accounting -- pre-tax........... -- -- -- -- 0.67
---------- ---------- ---------- ---------- ----------
Net income (loss).................. $ (0.98) $ 0.57 $ 0.11 $ 0.26 $ 0.46
========== ========== ========== ========== ==========
</TABLE>
30
<PAGE> 33
<TABLE>
<CAPTION>
OPERATIONS FOR THE YEAR ENDED DECEMBER 31:
--------------------------------------------------------------
1997(1) 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
DILUTED EPS(3)
Income before items below -- after
all taxes....................... $ 0.47 $ 0.93 $ 4.44 $ 0.97 $ 0.94
Preferred Securities -- pre-tax.... (0.66) (0.52) (0.57) (0.20) --
Discontinued Operations --
pre-tax......................... -- -- (3.78) -- (0.95)
Extraordinary Items -- pre-tax..... (0.55) -- -- (0.60) (0.14)
Cumulative Effect of Change in
Accounting pre-tax.............. -- -- -- -- 0.48
---------- ---------- ---------- ---------- ----------
Net income (loss).................. $ (0.74) $ 0.41 $ 0.09 $ 0.17 $ 0.33
========== ========== ========== ========== ==========
GAAP RATIOS:(5)
Claim and claim adjustment expense
ratio........................... 64.2% 62.8% 60.1% 71.3% 74.1%
Expense ratio...................... 26.7% 31.8% 26.4% 24.1% 26.1%
---------- ---------- ---------- ---------- ----------
Continuing operations combined
ratios, net of reinsurance...... 90.9% 94.6% 86.5% 95.4% 100.2%
========== ========== ========== ========== ==========
Ratio of earnings to combined fixed
charges and accretion on
preferred securities(6)......... 0.51x 1.27x 1.87x 1.36x 1.33x
FINANCIAL POSITION:
Total cash and investments(7)
Carrying value.................. $ 242,116 $ 149,440 $ 49,030 $ 68,595 $ 45,982
Market value.................... 242,116 149,440 49,030 68,591 46,212
Investments withheld from a related
party reinsurer................. 114,921 108,283 104,197
Total assets....................... 429,473 323,830 240,781 286,776 264,098
Long-term debt..................... 30 98,961 8,530 9,730 6,743
Claim and claim adjustment expense
liability....................... 201,225 115,529 141,495 171,258 171,038
Total liabilities.................. 268,378 255,068 176,256 227,622 224,044
1994 preferred securities issued by
affiliate....................... 23,571 21,045 18,790 --
Company-obligated trust preferred
securities...................... 101,277
Net stockholders' equity........... 59,818 45,191 43,480 40,364 40,055
Book value per share(3)............ $ 10.19 $ 13.11 $ 12.68 $ 11.77 $ 11.68
Outstanding shares(3).............. 5,871,279 3,446,492 3,430,373 3,429,873 3,429,873
</TABLE>
- ---------------
(1) The information for the year ended December 31, 1997 includes the financial
data of SPCC for the period beginning April 1, 1997.
(2) The Company's losses from discontinued operations resulted principally from
contractors' and developers' liability business underwritten from 1986 to
1991.
(3) Adjusted to reflect a four-into-one reverse stock split effective as of May
24, 1995.
(4) Since the Company's inception it has not declared or paid any dividends to
its stockholders. Income before items below -- after all taxes has been
calculated to include the tax benefits related to the items following.
(5) These ratios are for continuing operations. The claim and claim adjustment
expense ratio is calculated by dividing the claim and claim adjustment
expenses by net premiums earned. The expense ratio is calculated by
dividing the sum of commissions (net of reinsurance ceding commissions),
policyholder
31
<PAGE> 34
dividends, and general and administrative expenses by net premiums earned.
The combined ratio is the sum of the claim and claim adjustment expense
ratio and the expense ratio.
(6) For purposes of calculating the ratio of earnings to combined fixed charges
and accretion on preferred securities, earning represent income before the
provision (benefit) for income taxes, plus fixed charges. Fixed charges
consist of interest expense, amortization of financing costs and the
portion of rental expense on operating leases which the Company estimates
to be representative of the interest factor attributable to the leases.
Preferred stock dividends consist of dividends on preferred securities
having an effective interest rate of 11.7% issued in June 1994 by an
affiliate. An aggregate of $20.0 million in such securities were issued and
$26.6 million in face value was repaid in December 1997. The payment was
made out of proceeds of the Trust Preferred Securities and thereafter
accrual of preferred securities dividends reflect the Trust Preferred
Securities.
(7) Investments as of December 31, 1997 and 1996 are reflected at market value.
As of December 31, 1995 and 1994 a portion of the portfolio was classified
as held to maturity and was therefore reflected at amortized cost and the
remaining portfolio was shown at market value. Investments as of December
31, 1993 are reflected at amortized cost. The changes in portfolio
valuation reflect the adoption of Statement of Financial Accounting
Standard No. 115, effective for fiscal years following December 15, 1993.
32
<PAGE> 35
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that management
believes to be relevant for an understanding of the Company's consolidated
results of operations and financial condition. The discussion should be read in
conjunction with the consolidated financial statements and the notes thereto.
OVERVIEW
During 1997, the Company entered into three significant transactions: the
acquisition of Pac Rim Holding Corporation, the parent of SPCC, completed April
11, 1997, the termination of a financing transaction with a related party
reinsurer, which transferred $110.5 million in receivables from the related
party reinsurer in exchange for the cancellation of $94.9 million of long-term
debt, completed June 30, 1997, and the issuance of $105 million in Trust
Preferred Securities, completed December 3, 1997. The Company's income before
preferred securities' dividends and accretion, discontinued operations and
extraordinary items was $0.5 million in 1997, as compared to $3.6 million in
1996. The decrease of $3.1 million in income before preferred securities'
dividends and accretion, discontinued operations and extraordinary items was
primarily the result of a $15.7 million loss on the termination of a financing
transaction with a related party reinsurer. The $15.7 million charge was offset
in part by a $4.9 million increase in investment income before taxes in 1997 and
a $5.9 million pre-tax reduction in the accrual for policyholder dividends in
1996. The increase of $4.9 million in net investment income is primarily due to
increases of $92.7 million and $93.1 million in assets available for investment
that resulted, respectively, from the acquisition of SPCC and the November 1996
financing transaction with The Chase Manhattan Bank ("Chase"). See "-- Liquidity
and Capital Resources."
For the year ended December 31, 1997, the Company recorded a net loss of
$5.1 million after preferred securities' dividends and accretion, discontinued
operations, and extraordinary items, as compared to net income of $2.0 million
for the year ended December 31, 1996. Net loss per share for the year ended
December 31, 1997 was $0.74 (diluted) versus net income per share of $0.41
(diluted) in 1996. During 1997, the Company recorded a $15.7 million pre-tax
charge a result of the termination of a financing transaction with a related
party reinsurer as compared to 1996, when no such charges were recorded.
Further, during 1997, the Company recorded $3.0 million in dividend expense and
accretion on preferred securities, as compared to $1.7 million in 1996.
For the year ended December 31, 1996, the Company's net income was $2.0
million, as compared to $0.4 million in 1995. Net income per share for the year
ended December 31, 1996 was $0.41 (diluted) versus $0.09 (diluted) for the year
ended December 31, 1995. Income before preferred securities' dividends and
accretion, discontinued operation, and extraordinary loss was $3.6 million for
the year ended December 31, 1996, versus $11.7 million in 1995. The decrease in
1996 was due principally to a $5.3 million expense for a negotiated settlement
of a reinsurance contract with Centre Re, as well as an increase of $1.7 million
from 1995 claims and claims adjustment expense. Income before preferred
securities' dividends and accretion, discontinued operations, and extraordinary
loss, excluding the above discussed adjustments, was $10.6 million for the year
ended December 31, 1996, as compared to $11.7 million for the comparable period
of 1995.
YEAR ENDED DECEMBER 31, 1997 AS COMPARED TO YEAR ENDED DECEMBER 31, 1996
Gross premiums written for the years ended December 31, 1997 and 1996 were
$159.4 million and $99.3 million, respectively. This increase in gross premiums
written represents an increase of $60.1 million or 60.5% for the 1997 policy
year as compared to the 1996 policy year. Substantially all of this increase can
be attributed to business written related to SPCC. Net premiums written
increased $49.2 million or 56.1% to $136.9 million for the year ended December
31, 1997, as compared to the year ended December 31, 1996. This increase
reflects the increase in gross premiums written. Net premiums earned increased
$52.3 million or 59.0% to $140.9 million for the year ended December 31, 1997,
as compared to the year ended December 31, 1996.
33
<PAGE> 36
For the year ended December 31, 1997, net claim and claim adjustment
expenses increased $34.8 million or 62.6% to $90.4 million as compared to $55.6
million for the year ended December 31, 1996. The entire increase of claim and
claim adjustment expense relates to the acquisition of SPCC. The net claim and
claim adjustment expense ratio increased to 64.2% for the year ended December
31, 1997, as compared to 62.8% for the year ended December 31, 1996. The
increase in the claim and claim adjustment expense ratio is due primarily to the
1997 accident year. Although the Company has continued to experience a reduction
in the frequency of claims, at the same time there has been an increase in
claims severity for injuries sustained in 1995 and thereafter. To address the
increasing severity trend, management has put into place the Claims Severity
Management Program that is intended to reduce the Company's average ultimate
loss cost per claim and claim adjustment expense for 1995 and subsequent dates
of injury. See "Business -- Claims Severity Management Program."
Underwriting and general and administrative expenses, excluding
policyholder dividends and a loss on the termination of a financing transaction
with a related party reinsurer, increased $3.6 million or 10.4% to $37.7 million
for the year ended December 31, 1997, as compared to the same period in 1996.
This increase primarily resulted from the SPCC acquisition. Excluding the
one-time expense of $5.3 million for the cancellation in 1996 of a reinsurance
contract, underwriting expenses for 1997 increased $8.9 million or 30.9%. The
Company's expense ratio decreased to 26.7% from 38.5% for the year ended
December 31, 1997, as compared to 1996. The decrease in the expense ratio from
1997 to 1996 is due to the 1996 expense of $5.3 million in connection with a
negotiated settlement of a reinsurance contract with Centre Re, and an increase
in premium without a corresponding increase in expense resulting from the SPCC
acquisition.
No policyholder dividends were paid during the year ended December 31,
1997, as compared to $1.3 million of such dividends during fiscal 1996. Prior to
open rating, policyholder dividends served both as an economic incentive to
employers for safe operations and as a means of price differentiation. As a
result of consumers' preference for the lowest price at a policy's inception
under open rating, dividends are currently no longer a significant factor in the
marketing of workers' compensation insurance in California. In 1995, as a result
of the diminishing value of policyholder dividends as a marketing tool, the
Company's management declared a moratorium in the payment of policyholder
dividends for California policies. In December 1996, the Company discontinued
policyholder dividend payments. Estimated amounts to be returned to
policyholders were accrued when the related premium was earned by the Company.
As a result of the change in policyholder dividend practices, a $5.9 million
accrual (pre-tax) was reversed in 1996. Dividends were paid to the extent that a
surplus was accumulated from premium paid on the specific workers' compensation
policies.
Net investment income increased $4.9 million or 63.1% to $12.7 million for
the year ended December 31, 1997, as compared to the year ended December 31,
1996. The increase in investment income is due to a $92.7 million increase in
assets available for investment that resulted from the acquisition of SPCC.
Interest expense decreased 15.8% to $6.3 million for the year ended
December 31, 1997, as compared to the year ended December 31, 1996. The decline
in interest expense is due primarily to the elimination of funds withheld
balance.
In June 1997, the Company recorded a $15.7 million charge related to the
termination of a financing transaction with a related party reinsurer. The
termination of the financing transaction transferred $110.5 million in
receivables from a related party reinsurer in exchange for the cancellation of
$94.9 million in indebtedness to Chase. No such charges were incurred in the
1996 period.
Discontinued operations claim counts and losses as of December 31, 1997
were 215 and $13.5 million, respectively. These amounts and estimates are
consistent with management's expectations. The Company has significant exposure
to construction defect liabilities on P&C insurance policies underwritten from
1986 to 1993. Management continues to monitor closely its potential exposure to
construction defect claims and has not changed its estimates of ultimate claim
and claim adjustment expense on discontinued operations since 1995. Management
believes its current reserves are adequate to cover its claim liabilities. There
can be no assurance, however, that further upward development of ultimate loss
costs associated with construction defect claims will not occur. See "Business
- -- Discontinued Operations."
34
<PAGE> 37
YEAR ENDED DECEMBER 31, 1996 AS COMPARED TO YEAR ENDED DECEMBER 31, 1995
Gross premiums written increased $2.2 million or 2.3% to $99.3 million in
1996 from 1995. The increase in gross premiums written in 1996 was due primarily
to the Company's continued strategy of underwriting smaller risks where the
competition has been less fierce, as compared to larger policies. Net premiums
written decreased $1.4 million or 1.6% to $87.7 million reflecting an increased
amount of premiums ceded to reinsurers. Net premiums earned decreased $1.1
million or 1.2% to $88.6 million in 1996 from 1995, reflecting in part, an
increase in ceded premiums.
Claim and claim adjustment expenses increased $1.7 million or 3.1% to $55.6
million in 1996 from 1995, due principally to adverse development in claim and
claim adjustment expense reserves related to the 1995 accident year. The claim
and claim adjustment expense ratio as a percentage of net earned premium
increased slightly to 62.8% in 1996 from 60.1% in the 1995 accident year.
Underwriting and general and administrative expenses, excluding
policyholder dividends, increased $4.7 million or 16% to $34.1 million in 1996
from 1995. The increase in underwriting and general and administrative expenses,
excluding policyholder dividends, was due primarily to a $5.3 million expense in
connection with a negotiated settlement of a reinsurance contract with Centre
Re. Underwriting and general and administrative expenses for 1996, excluding the
$5.3 million in accrued costs, were $28.8 million as compared to $29.4 million
in 1995. The Company's expense ratio, excluding the $5.3 million in accrued
costs and policyholder dividends, was 32.5% for 1996, which is comparable to
32.8% in 1995.
Policyholder dividend expenses for 1996 were comparable to 1995,
constituting a decrease in underwriting expense of $5.9 million in 1996 as
compared to $5.7 million in 1995.
Underwriting profit from continuing operations decreased $7.3 million or
60% to $4.8 million in 1996 from 1995, principally due to a $4.7 million
increase in underwriting expense. The increase in underwriting and general and
administrative expenses was due primarily to the cost of canceling the
reinsurance contract discussed above, and $2.0 million in claim and claim
adjustment expense due as a result of adverse development on reserves related to
prior accident years.
Net investment income decreased $2.0 million or 20% to $7.8 million in 1996
as compared to 1995. The decline in investment income was due to a decrease in
the average investable assets of $11.3 million and a decline in the average
portfolio investment yield as a result of generally lower market interest rates
in 1996 as compared to 1995. While a financing transaction involving Chase and
Centre Re entered into in November 1996 substantially increased the size of the
investment portfolio on which the Company retained investment income, it
occurred too late in 1996 to have a material effect on 1996 net investment
income results. See "-- Liquidity and Capital Resources."
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is a measure of an entity's ability to secure sufficient cash to
meet its contractual obligations and operating needs. The Company's cash inflows
are generated from cash collected from policies sold, investment income
generated from its existing portfolio, and sales and maturities of investments.
The Company's cash outflows consist primarily of payments for policyholders'
claims, operating expenses and debt service. For their insurance operations,
SNIC and SPCC must have available cash and liquid assets to meet their
obligation to policyholders and claimants in accordance with contractual
obligations in addition to meeting their ordinary operating costs. Absent
adverse material changes in the workers' compensation insurance market,
management believes the Company's present cash resources are sufficient to meet
its needs for the foreseeable future.
During the year ended December 31, 1997, the Company used $52.4 million of
cash in its operations versus $7.4 million cash used in the year ended December
31, 1996. The Company's continued negative cash flow is the result of the
Company's premium in force being significantly higher historically versus its
current level. The Company anticipates that it will continue to experience the
negative cash flow from operations until the claims related to the historically
higher premium base have been paid out. The cash used in 1997 includes a $6.8
million increase in cash used in operations due to the addition of the SPCC
operations and a
35
<PAGE> 38
$38.1 million increase in reinsurance balances receivable. The Company believes
that it has adequate short-term investments and readily marketable investment
grade securities to cover both claim payments and expenses. At December 31,
1997, the Company had total cash and cash equivalents, and investments of $242.1
million and had 99.4% of its investment portfolio invested in cash, cash
equivalents, and fixed maturities. In addition, 90.8% of the Company's
fixed-income portfolio had ratings of "AA" or equivalent or better and 98.0% had
ratings of "BBB" or equivalent or better.
The Company generated $81.6 million from financing activities during the
year ended December 31, 1997, as compared to cash generated of $90.5 million in
1996. During 1997, the Company repaid outstanding bank debts and redeemed the
outstanding preferred stock issued in 1994 by an affiliate for a total use of
cash of $79.2 million. Partially offsetting the use of cash are the proceeds
from the Trust Preferred Securities and bank debt and the issuance and sale of
Common Stock in connection with the Company's acquisition of SPCC totaling
$160.8 million. The 1996 financing activities consisted primarily of the
November 1996 Chase loan discussed below.
On December 3, 1997, Superior National Capital Trust I (the "Trust"), a
wholly owned subsidiary of the Company, issued its Trust Preferred Securities,
having an aggregate liquidation amount of $105 million, in a private placement
and also issued to the Company, for an aggregate consideration of approximately
$3.25 million, all of the Trust's common securities. The proceeds from the sale
of these securities were used by the Trust to purchase the Senior Subordinated
Notes. On January 16, 1998, the Company and the Trust completed the registration
with the Securities and Exchange Commission of an exchange offer for the
outstanding Trust Preferred Securities, Senior Subordinated Notes and related
Company Guarantee, pursuant to which substantially all of such securities were
exchanged for substantially similar securities. The Company used the proceeds it
received from the issuance of the Senior Subordinated Notes to repay the $40.3
million outstanding balance on the term loan used to acquire SPCC, to redeem
approximately $27.7 million in preferred stock issued by a Company affiliate to
an affiliate of Zurich, to pay approximately $4.0 million in related transaction
costs, and for general corporate purposes, including a $15.0 million
contribution to the surplus of SNIC.
Distributions on the Trust Preferred Securities (and interest on the
related Senior Subordinated Notes) are payable semi-annually, in arrears, on
June 1 and December 1 of each year, commencing June 1, 1998. Subject to certain
conditions set forth in the Indenture pursuant to which the Senior Subordinated
Notes were issued (the "Subordinated Notes Indenture"), on or after December 1,
2005, the Company has the right to redeem the Senior Subordinated Notes, in
whole or in part at any time, at call prices ranging from 105.375% at December
1, 2005 to 101.792% at December 1, 2007, and 100% thereafter. The proceeds from
any redemption will be immediately applied by the Trust to redeem Trust
Preferred Securities and the Trust's common securities at such redemption
prices. In addition, the Company has the right, at any time, subject to certain
conditions, to defer payments of interest on the Senior Subordinated Notes for
Extension Periods (as defined in the Subordinated Notes Indenture), each not
exceeding 10 consecutive semi-annual periods; provided that no Extension Period
may extend beyond the maturity date of the Senior Subordinated Notes. As a
consequence of any such extension by the Company of the interest payment period,
distributions on the Trust Preferred Securities would be deferred (though such
distributions would continue to accrue interest at a rate of 10.75% per annum
compounded semi-annually). Upon the termination of any Extension Period and the
payment of all amounts then due, the Company may commence a new Extension
Period, subject to certain requirements.
In addition, during 1997 the Company repaid approximately $0.6 million of
an existing bank loan and at the time due $3.7 million of the principal of the
term loan used to acquire SPCC.
In November 1996, the Company entered into a financing transaction
involving Centre Re and The Chase Manhattan Bank ("Chase") pursuant to which
Chase extended a $93.1 million term loan, net of transaction costs. The Company
used the proceeds from the transaction to purchase from SNIC reinsurance
receivables due from Centre Re. As a result, the Company's investable assets
increased $93.1 million. The additional investments contributed to the increase
in investment income in 1997.
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<PAGE> 39
In June 1997, the term loan was retired when $110.5 million of receivables
from Centre Re were transferred to Chase in exchange for cancellation of the
Company's $94.9 million debt due to Chase under the term loan. The retirement of
the term loan resulted in the Company recognizing a $15.7 million charge.
The Company has a reverse purchase facility with a national securities
brokerage firm that allows it to engage in up to $20.0 million in reverse
purchase transactions secured by either U.S. Treasury instruments, U.S. Agency
debt, or corporate debt. This arrangement provides the Company with additional
short-term liquidity. Reverse purchase transactions may be rolled from one
period to the next, at which time the transaction is repriced. This type of
financing allows a great deal of flexibility to manage short-term investments,
avoiding unnecessary realization of losses to satisfy short-term cash needs.
Further, this method of financing is less expensive than bank debt. As of
December 31, 1997, the Company had no obligation outstanding under this
facility.
The Company, as a holding company, depends on dividends and intercompany
tax allocation payments from its operating Subsidiaries for its net cash flow
requirements, which consist primarily of periodic payments on its outstanding
debt obligations. Absent other sources of cash flow, the Company cannot expend
funds materially in excess of the amount of dividends or tax allocation payments
that could be paid to it by SNIC and SPCC. Further, insurance companies are
subject to restrictions affecting the amount of shareholder dividends and
advances that may be paid within any year without the prior approval of the DOI.
The California Insurance Code provides that amounts may be paid as dividends on
an annual noncumulative basis (generally up to the greater of (i) net income for
the preceding year and (ii) 10% of statutory surplus as regards policyholders as
of the preceding December 31) without prior notice to, or approval by, the DOI.
Dividends may only be paid out of "earned surplus" as defined in the California
Insurance Code. No dividends were paid during 1997; however SNIC paid $2.9
million to the Company for its current income taxes.
The Company is party to several leases principally associated with the
Company's home and branch office space, as well as its fixed assets. These
leases contain provisions for scheduled lease charges and escalations in base
rent over the lease term. The Company's minimum lease commitment with respect to
these leases in 1998 is approximately $7.0 million. These leases expire from
2000 to 2003.
While the Company does not presently foresee any expenditures during the
next twelve months other than those arising in the normal course of business,
the Company may seek to expand market share without deviating from its pricing
strategy, by seeking strategic alliances, investment opportunities or
acquisitions. However there can be no assurances any such opportunities will be
realized.
The effect of inflation on the revenues and net income of the Company
during the years ended December 31, 1997, 1996, and 1995 was not significant.
TAXES
As of December 31, 1997, the Company has available $130.2 million in NOLs
to offset taxable income recognized by the Company in periods after December 31,
1997. For federal income tax purposes, these NOLs will expire in material
amounts beginning in the year 2006. Any 5% shift in the current ownership of the
Company may result in a "change of ownership" under Section 382 of the Code, and
severely limit the Company's ability to utilize NOLs. In an effort to protect
these NOLs, the Company's charter documents prohibit 5% owners of the Company's
common stock (including holders of options and warrants) from acquiring
additional stock and prohibit any additional person or entity from becoming a 5%
holder of common stock. The prohibition against changes in ownership by the 5%
holders of common stock expires in April 2000. See "Business -- Risk Factors --
Availability of Net Operating Loss Carryforwards."
PRIMARY DIFFERENCES BETWEEN GAAP AND SAP
The financial statements contained herein have been prepared in conformity
with Generally Accepted Accounting Principles ("GAAP"), as opposed to Statutory
Accounting Practices ("SAP") prescribed or permitted for insurance companies by
regulatory authorities. SAP differs from GAAP principally in the following
respects: (a) premium income is taken into operations over the periods covered
by the policies,
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<PAGE> 40
whereas the related acquisition and commission costs are expensed when incurred;
(b) deferred income taxes are not recognized under SAP; (c) certain assets such
as agents' balances over ninety days due and prepaid expenses are nonadmitted
assets for statutory reporting purposes; (d) policyholder dividends are accrued
when declared; (e) the cash flow statement is not consistent with
classifications and the presentation under GAAP; (f) bonds are recorded at
amortized cost, regardless of trading activities; (g) loss and loss adjustment
expense reserves and unearned premium reserves are stated net of reinsurance;
and (h) minimum statutory reserves for losses in excess of the Company's
estimates are required.
In March 1998, the NAIC approved the codification of statutory accounting
practices with an effective date of January 1, 2001. Included in the
codification of statutory accounting practices is the change in the definition
of prescribed versus permitted statutory accounting policies that insurance
companies use to prepare their statutory financial statements. The company has
not yet determined the impact of the adoption of the codification project.
YEAR 2000 STRATEGY
A significant percentage of the software that runs most of the computers in
the United States and the rest of the world relies on two-digit date codes to
perform computations and decision making functions. Commencing January 1, 2000,
these computer programs may fail from an inability to interpret date codes
properly, misinterpreting "00" as the year 1900 rather than 2000. The Company is
in the process of identifying all necessary software and hardware changes to
ensure that it does not experience any loss of critical business functionality
due to the year 2000 issue. The Company has appointed an internal Year 2000
project manager and adopted a three phase approach of assessment, correction and
testing. The scope of the project includes all internal software, hardware, and
operating systems, and assessment of risk to the business from producers,
vendors and other partners in Year 2000 issues. The Company believes that this
formal assessment of risk (including the prioritization of business risk),
correction (including conversions to new software), and testing of necessary
changes will minimize the business risk of Year 2000 from internal systems. The
Company plans to complete its Year 2000 conversion not later than December 31,
1998. Although the Company has not completed its Year 2000 project, the Company
does not believe the Year 2000 issue will cause any system problems that could
have a material adverse effect on the operations of the Company. The Company
does not expect the cost associated with its year 2000 project to be material.
SUPPLEMENTARY DATA
Summarized quarterly financial data for 1997 and 1996 is as follows (in
thousands, except per share data):
<TABLE>
<CAPTION>
QUARTER-TO-DATE ENDED
------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
1997
Earned premiums.................................. $ 18,978 $ 45,410 $ 34,760 $ 41,772
Income before income taxes, preferred securities
dividends and accretion and extraordinary
items.......................................... $ 1,881 $ (15,317) $ 5,460 $ 9,538
Net income (loss)................................ $ 756 $ (10,530) $ 2,132 $ 2,501
Basic earnings per share......................... $ 0.22 $ (1.80) $ 0.36 $ 0.42
Diluted earnings per share....................... $ 0.14 $ (1.39) $ 0.28 $ 0.32
1996
Earned premiums.................................. $ 18,897 $ 24,136 $ 23,007 $ 22,608
Income before income taxes, preferred securities
dividends and accretion and extraordinary
items.......................................... $ 1,656 $ 1,406 $ 1,440 $ 725
Net income (loss)................................ $ 678 $ 526 $ 712 $ 47
Basic earnings per share......................... $ 0.20 $ 0.15 $ 0.21 $ 0.02
Diluted earnings per share....................... $ 0.17 $ 0.12 $ 0.15 $ 0.01
</TABLE>
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<PAGE> 41
NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 128, "Earnings per Share" ("SFAS 128"),
which was adopted for the year ended December 31, 1997. The Company has changed
its method used to compute per share results and restated all prior periods. The
impact of SFAS 128 did not have a material effect on the Company's earnings per
share.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 130, "Reporting Comprehensive Income" ("SFAS
130"). Effective for periods ending after December 15, 1997, including interim
periods. SFAS 130 requires companies to report comprehensive income and its
components in a financial statement and display the accumulated balance of other
comprehensive income separately from retained earnings and additional
paid-in-capital. Comprehensive income includes all changes in equity during a
period except those resulting from investments by stockholders and distributions
to stockholders. The Company has not yet seen any material impact from the
implementation of SFAS 130.
Also, in June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard, 131, "Disclosures about Segments of
an Enterprise and Related Information" ("SFAS 131"). This statement specifies
revised guidelines for determination of an entity's operating segments and the
type and level of financial information to be disclosed. SFAS 131 is effective
for periods ending after December 15, 1997, including interim periods. The
Company's adoption of SFAS 131 has not had any impact on its current financial
reporting practices.
In December 1997, the AICPA Accounting Standards Executive Committee issued
Statement of Position (SOP) 97-3, "Accounting by Insurance and Other Enterprises
for Insurance-Related Assessments," which focuses on the timing of recognition
and measurement of liabilities for insurance-related assessments. The SOP is
effective for fiscal years beginning after December 15, 1998. The adoption of
this pronouncement is not expected to have a material effect on the financial
statements of the Company.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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<PAGE> 42
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
DIRECTORS
Information is set forth below concerning the directors of the Company and
the year in which each was first elected as a director of the Company.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- --------
<S> <C> <C> <C>
C. Len Pecchenino(1)............. 70 Director, Chairman of the Board 1988
Steven D. Germain(2)............. 44 Director 1995
Thomas J. Jamieson(1)(3)......... 54 Director 1985
Gordon E. Noble(2)............... 69 Director 1990
Craig F. Schwarberg(1)(3)........ 42 Director 1992
Robert A. Spass.................. 42 Director 1992
Bradley E. Cooper(2)(3).......... 31 Director 1992
William L. Gentz................. 57 President, Chief Executive 1994
Officer and Director
J. Chris Seaman(3)............... 43 Executive Vice President, Chief 1993
Financial Officer and Director
Steven B. Gruber................. 41 Director 1997
Roger W. Gilbert................. 66 Director 1997
</TABLE>
- ---------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Investment Committee
No arrangement or understanding exists between any director and any other
person pursuant to which any director holds such position. None of the directors
has any family relationship to any other director or executive officer of the
Company.
C. Len Pecchenino became a director of the Company in May 1988 and was
elected as Chairman in June 1994. He served as the Company's Chief Executive
Officer from September 1991 to February 1992 and as the President and Chief
Executive Officer from February 1994 to May 1994. He also served as the Chairman
from September 1991 to August 1992. Mr. Pecchenino held various executive
officer positions, including President and Chief Operating Officer, with IC
Industries, Inc. and Pneumo Corporation until his retirement in 1986.
Steven D. Germain was elected to the Company's Board of Directors in April
1995. From 1988 to 1994 he served as General Counsel to the Centre Reinsurance
Group of Companies. Since 1994 he has served as Managing Director of Zurich
Centre Group L.L.C., a company that provides management services to the Centre
Reinsurance Group of Companies. Mr. Germain continues to serve as a director and
as Managing Director, General Counsel and Secretary to Centre Re and as a
director, Senior Vice President and Secretary of CentreLine. Mr. Germain is also
a director, President, and Chief Executive Officer of Home Holdings, Inc. and a
director of certain of its subsidiaries.
Thomas J. Jamieson has been a director of the Company since December 1985.
Since 1971, he has served as President of Jaco Oil Company, and has been a
director of Berry Oil Co. since 1993.
Gordon E. Noble became a director of the Company in October 1990. Since
July 1990, he has been Chairman and Chief Executive Officer of Commodore
Insurance Services and previously served as Executive Vice President and as a
director and member of the Executive Committee of Sedgwick James, an
international insurance brokerage and risk management firm.
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<PAGE> 43
Craig F. Schwarberg was appointed to the Board of Directors in March 1992.
From 1991 to 1997, Mr. Schwarberg worked for International Insurance Advisors,
Inc. ("IIA"), serving as a Managing Director through February 1994. From 1994 to
March 1996, Mr. Schwarberg was a director and Chairman of the Board of NACOLAH
Holding Corporation. Prior to 1991, he held various positions at Lehman Brothers
Inc., most recently as Senior Vice President.
Robert A. Spass was appointed to the Board of Directors in March 1992.
Since 1990, Mr. Spass has served as President and Chief Executive Officer, and a
director, of IIA. From 1994 to the present, Mr. Spass has been a Managing
Partner of Insurance Partners Advisors, L.P. Prior to 1990, Mr. Spass held
various positions at Salomon Brothers Inc, most recently as a Director. Since
January 1996, he has served as a director of Highlands Insurance Group, Inc.
Since January 1998, he has served as a director of MMI Companies, Inc. From 1990
to 1996, he served as a director of National Reinsurance Holdings Corp. From
1994 to 1997, he served as a director of Unionamerica Holdings plc and from 1994
to 1996 he served as a director of NACOLAH Holding Corporation.
Bradley E. Cooper became a director of the Company in May 1992. Currently,
Mr. Cooper is a Partner of Insurance Partners Advisors, L.P., joining at its
formation in 1994. From May 1990 to February 1994, Mr. Cooper served as Vice
President of IIA. Prior to 1990, Mr. Cooper was an analyst with Salomon Brothers
Inc. Since January 1996, he has served as a director of Highlands Insurance
Group, Inc.
William L. Gentz became a director of the Company in June 1994. Mr. Gentz
has held the position of President and Chief Executive Officer since mid-1994.
Mr. Gentz joined the Company after seventeen years at Zenith Insurance Company
where he was responsible for marketing, underwriting, loss control, and field
operations for Zenith's workers' compensation operations. Mr. Gentz began his
insurance career in 1958, and from 1958 to 1968 worked in the marketing and
underwriting departments of a variety of insurance companies in the mid-west and
California.
J. Chris Seaman became a director of the Company in March 1993. Mr. Seaman
has held the positions of Executive Vice President since February 1995 and Chief
Financial Officer since July 1991. Prior to joining the Company, Mr. Seaman was
the CFO of a private company engaged in insurance company acquisitions following
ten years with Ernst & Whinney. Mr. Seaman previously held staff and management
positions at Industrial Indemnity Insurance Company and Allianz of America
Corporation, respectively.
Steven B. Gruber became a director of the Company in April 1997. He was a
founder of, and since February 1994, has served as a Managing Partner of,
Insurance Partners Advisors, L.P. From May 1990 to present, Mr. Gruber has
served as the Managing Director of Oak Hill Partners, Inc. and from October 1992
to present, has served as a Vice President of Keystone, Inc. From 1981 to April
1990 he was associated with Lehman Brothers Inc., most recently as Managing
Director and Co-Head of high-yield securities. From 1994 to 1997 he served as a
director of Unionamerica Holdings plc. From 1990 to 1996, he served as a
director of National Reinsurance Holding Corp. He is also a director of Reliant
Building Products, Inc. and MVE Inc.
Roger W. Gilbert became a director of the Company in April 1997. From May
1988 until his retirement in June 1993, Mr. Gilbert served simultaneously as the
Chief Executive Officer and Chairman of the Board of TIC Indemnity Co., the
Chief Executive Officer of TMIC Insurance Co. Inc., and a California Special
Deputy Insurance Commissioner, a position to which he was appointed by the
California Insurance Commissioner. Prior to 1988, Mr. Gilbert served as Senior
Vice President and director of Great American Insurance Companies, and as
President of Great America West Inc.
41
<PAGE> 44
EXECUTIVE OFFICERS
Set forth in the table below are the names, ages and current offices held
by all executive officers of the Company and Superior Pacific. Unless
specifically noted, the positions named are held at both the Company and at
Superior Pacific.
<TABLE>
<CAPTION>
EXECUTIVE
OFFICER
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- ---------
<S> <C> <C> <C>
William L. Gentz............... 57 President and Chief Executive Officer 1994
J. Chris Seaman................ 43 Executive Vice President and Chief Financial 1991
Officer
Arnold J. Senter............... 56 Executive Vice President and Chief Operating 1997
Officer
Thomas I. Boggs, Jr............ 51 Senior Vice President -- Underwriting 1995
Karl O. Johnson................ 66 Senior Vice President, Superior Pacific 1989
Douglas R. Roche............... 58 Senior Vice President 1990
Robert E. Nagle................ 49 Senior Vice President, General Counsel and 1996
Secretary
James L. Cinney................ 57 Senior Vice President, Superior Pacific 1994
Edward C. Shoop................ 53 Senior Vice President and Chief Actuary 1997
Matthew Natalizio.............. 43 Vice President, Finance and Treasurer 1994
Sue A. Binder.................. 50 Vice President, Superior Pacific 1992
Harold J. Fedora............... 47 Vice President, Superior Pacific 1993
Curtis H. Carson............... 37 Vice President, Superior Pacific 1997
Jack W. Solomon (1)............ 64 Resident Vice President, Superior Pacific 1991
Robert J. Niebur............... 62 Resident Vice President, Superior Pacific 1995
</TABLE>
- ---------------
(1) Mr. Solomon retired from the Company on February 6, 1998.
Executive officers of the Company are elected by and serve at the
discretion of the Board. No arrangement exists between any executive officer and
any other person or persons pursuant to which any executive officer was or is to
be selected as an executive officer. None of the executive officers has any
family relationship to any director or to any other executive officer of the
Company. Set forth below is a brief description of the business experience for
the previous five years of all of the executive officers.
William L. Gentz has held the positions of President and Chief Executive
Officer since mid-1994, and has served as a director of the Company since June
1994. Mr. Gentz joined the Company after seventeen years at Zenith Insurance
Company where he was responsible for marketing, underwriting, loss control, and
field operations for Zenith's workers' compensation operations. Mr. Gentz began
his insurance career in 1958, and from 1958 to 1968 worked in the marketing and
underwriting departments of a variety of insurance companies in the mid-west and
California.
J. Chris Seaman has held the positions of Executive Vice President since
February 1995 and Chief Financial Officer since July 1991, and has served as a
director of the Company since March 1993. Prior to joining the Company, Mr.
Seaman was the CFO of a private company engaged in insurance company
acquisitions, following ten years with Ernst & Whinney. Mr. Seaman previously
held staff and management positions at Industrial Indemnity Insurance Company
and Allianz of America Corporation, respectively.
Arnold J. Senter has held the positions of Executive Vice President and
Chief Operating Officer since February 1997. Prior to joining the Company, Mr.
Senter most recently served as Senior Vice President, Southwest and Southeast
Operations, at Zenith National Insurance Company, and had previously held
various operational positions in nearly every functional area for Zenith since
1981. Mr. Senter has 30 years experience with both regional and national
carriers.
Thomas I. Boggs, Jr. was appointed Senior Vice President of Workers'
Compensation Underwriting effective March 1995. From October 1993 to March 1995,
he served as Assistant Vice President of Fremont Compensation Insurance Company
and from October 1991 to October 1993, served as Business Development
42
<PAGE> 45
Executive for the Southern California Commercial Insurance Center for Fireman's
Fund Insurance Company. Prior to October 1991, Mr. Boggs held various
underwriting and marketing positions at Cypress Insurance Company, Industrial
Indemnity Insurance Company, and Safeco.
Karl O. Johnson has been responsible for SNIC's Central California
Operations since 1989. He was promoted to Senior Vice President in 1994. Mr.
Johnson has served with various insurance organizations in loss control and
marketing capacities since 1955; he joined the Company in 1987.
Douglas R. Roche was appointed Senior Vice President -- Management
Information Systems in 1994 and served in such position until January 1997 at
which point he was appointed Senior Vice President -- Claims. He served in such
position until September 1997 when he was reappointed Senior Vice President --
Management Information Systems. Before 1994, he served as Vice President of
Internal Operations from the time he joined the Company in 1990. From 1987 to
1990, Mr. Roche sold software and provided systems consulting services to the
insurance industry. From 1969 to 1987 he held a variety of management positions
in various insurance companies' systems analysis operations.
Robert E. Nagle has held the positions of Senior Vice President, General
Counsel, and Secretary since January 1996. From 1986 until he joined the
Company, Mr. Nagle was corporate counsel and senior corporate counsel for
Farmers Group, Inc.
James L. Cinney has held the position of Senior Vice President -- Loss
Control of SNIC since 1994. Before joining the Company, Mr. Cinney was
self-employed in the hospitality industry for one year. Prior to that, he was
Vice President, responsible for loss control, at Industrial Indemnity Insurance
Company. Mr. Cinney has 30 years of workers' compensation loss control
experience in a variety of staff and management positions with Industrial
Indemnity Insurance Company, Zenith Insurance Company, Employee Benefits
Insurance Company, and Hanover California Compensation & Fire Insurance Company.
Edward C. Shoop was appointed Senior Vice President and Chief Actuary in
October 1997. From April 1995 to August 1997 he served as Senior Vice President
and Actuary with Zenith Insurance Company, and from March 1994 to April 1995
served as Vice President and Actuary with Great States Insurance Company. Prior
to that, Mr. Shoop was Vice President and Actuary with the Workers' Compensation
Insurance Rating Bureau of Massachusetts from November 1991 to March 1994. Mr.
Shoop's 31 years of actuarial experience also includes working for Fireman's
Fund Insurance Company and Royal Insurance Company of Canada, as a Vice
President, and Aetna Life and Casualty Company.
Matthew Natalizio has held the position of Vice President -- Finance and
Treasurer since 1994. From 1988 until he joined the Company, Mr. Natalizio was
employed by KPMG Peat Marwick LLP.
Sue A. Binder has held the position of Home Office Claims Manager of SNIC
since 1991 and was appointed a Vice President in 1992. Prior to 1991, Ms. Binder
held a variety of claims department staff and management positions at Fremont
Indemnity Company where she had been employed since 1977.
Harold J. Fedora, Jr. has held the position of Vice President -- Claims
Services of SNIC since 1993, prior to which he was Calabasas Branch Claims
Manager. From 1975 to 1987 Mr. Fedora was employed at several insurance
companies in various claims department staff and management positions.
Curtis H. Carson has held the position of Vice President -- Human Resources
since January 1997. From 1984 until he joined the Company, Mr. Carson was
employed by Farmers Insurance, most recently as Manager -- Human Resources.
Jack W. Solomon held the position of Vice President of SNIC and Phoenix
Manager since 1995 until he retired from the Company on February 6, 1998. From
1990 until 1995, Mr. Solomon was the Sacramento Branch Manager. Prior to joining
the Company, Mr. Solomon had 30 years experience in workers' compensation
underwriting, marketing, and executive level management in a variety of
insurance companies, principally in the mid-west.
Robert J. Niebur became Resident Vice President of SNIC, in charge of the
South San Francisco branch, in July 1995. Prior to joining the Company, he was
Workers' Compensation Manager for Flinn, Gray
43
<PAGE> 46
& Herterich, an insurance brokerage firm, from 1994 to 1995, and operated his
own insurance consulting business from 1993 to 1994. Prior to forming his own
company, Mr. Niebur was an operating executive with Great States Insurance
Company and held various staff and executive positions with Zenith Insurance
Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act ("Section 16(a)") requires the Company's
directors and certain of its officers, and persons who own more than ten percent
of a registered class of the Company's equity securities (collectively,
"Insiders"), to file reports of ownership and changes in ownership with the SEC.
Insiders are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that its Insiders complied with
all applicable Section 16(a) filing requirements for fiscal 1997, with the
exception of (i) Curtis H. Carson, an executive officer of the Company, who
filed a Form 5 to report one transaction that was not reported on a Form 4 on a
timely basis and (ii) International Insurance Advisors, Inc. and International
Insurance Investors (Bermuda) Limited, each of which filed a late Form 4 to
report the same two transactions.
44
<PAGE> 47
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
compensation for services in all capacities to the Company for the fiscal years
ended December 31, 1997, 1996, and 1995, of those persons who were, at December
31, 1997, (i) the chief executive officer and (ii) the other four most highly
compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------------------
OTHER
ANNUAL
COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) SATION($)
--------------------------- ---- --------------- --------------- -------------
<S> <C> <C> <C> <C>
William L. Gentz..................... 1997 $ 298,300 $ -- --
President and Chief 1996 298,300 278,500 --
Executive Officer 1995 294,508 203,500 --
J. Chris Seaman...................... 1997 231,616 -- --
Executive Vice President 1996 235,298 128,500 --
and Chief Financial Officer 1995 215,600 128,500 --
Arnold J. Senter(7).................. 1997 229,335 -- --
Executive Vice President 1996 -- -- --
and Chief Operating Officer 1995 -- -- --
Matthew Natalizio.................... 1997 183,292 -- --
Vice President 1996 131,004 35,000 --
1995 138,504 30,000 --
Thomas I. Boggs, Jr.................. 1997 164,261 -- --
Senior Vice President(9) 1996 155,800 32,000 --
1995 115,917 7,000 --
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------------
AWARDS PAYOUT
----------- ---------
RESTRICTED SECURITIES ALL OTHER
STOCK UNDERLYING COMPEN-
AWARDS OPTIONS/ LTIP SATION
NAME AND PRINCIPAL POSITION ($)(3) SARS(#) PAYOUT(#) ($)(4)
--------------------------- --------------- ----------- --------- ----------
<S> <C> <C> <C> <C>
William L. Gentz..................... $ 121,250(5) 18,800 -- 2,250
President and Chief 46,874 17,875 -- 2,250
Executive Officer 53,690 19,175 -- 2,250
J. Chris Seaman...................... 109,125(6) 17,500 -- 2,250
Executive Vice President 36,223 13,813 -- 2,250
and Chief Financial Officer 40,170 39,325 -- 2,250
Arnold J. Senter(7).................. -- 25,000 -- 2,250
Executive Vice President -- -- -- --
and Chief Operating Officer -- -- -- --
Matthew Natalizio.................... 18,188(8) 2,786 -- 2,250
Vice President 20,058 6,500 -- 1,875
7,280 2,600 -- 2,078
Thomas I. Boggs, Jr.................. 30,313(10) 4,643 -- 2,250
Senior Vice President(9) 21,306 8,125 -- 2,163
13,000 12,150 -- 1,098
</TABLE>
- ---------------
(1) The amounts set forth for fiscal year 1997 include salary and other cash
compensation paid in that year, other than amounts listed in the column
entitled "Bonus."
(2) Bonus amounts represent cash payments and are presented in the year to
which they apply, although payment typically is made in March of the
subsequent year. Bonus amounts for fiscal year 1997 have not yet been
declared.
(3) Represents the fair market value of the underlying shares on the date of
grant.
(4) Other than as specifically noted, represents the employer's contribution
under the Company's 401(k) Plan.
(5) Represents a grant of 10,000 shares of restricted stock that vests in nine
equal annual increments following the date of grant. As of December 31,
1997, Mr. Gentz held an aggregate of 29,950 shares of restricted stock
valued at $434,275, based upon the $14.50 per share fair market value of
the Common Stock on such date.
(6) Represents a grant of 9,000 shares of restricted stock that vests in nine
equal annual increments following the date of grant. As of December 31,
1997, Mr. Seaman held an aggregate of 24,163 shares of restricted stock
valued at $350,364, based upon the $14.50 per share fair market value of
the Common Stock on such date.
(7) Mr. Senter began his employment with the Company in February 1997.
(8) Represents a grant of 1,500 shares of restricted stock that vests in nine
equal increments following the date of grant. As of December 31, 1997, Mr.
Natalizio held an aggregate of 6,399 shares of restricted stock valued at
$92,786, based upon the $14.50 per share fair market value of the Common
Stock on such date.
45
<PAGE> 48
(9) Mr. Boggs began his employment with the Company in March 1995.
(10) Represents a grant of 2,500 shares of restricted stock that vests in nine
equal annual increments following the date of grant. As of December 31,
1997, Mr. Boggs held an aggregate of 9,375 shares of restricted stock
valued at $135,938, based upon the $14.50 per share fair market value of
the Common Stock on such date.
EMPLOYMENT AGREEMENTS
The Company has in effect employment agreements with the following
officers:
William L. Gentz, President and Chief Executive Officer. Mr. Gentz's
agreement expires on June 1, 1999, but is subject to automatic renewal in
one-year increments unless notification of non-renewal is given sixty days prior
to the expiration of the then-current term. His salary was set as of June 1,
1994 at $275,000 annually, plus benefits and incidentals generally provided to
officers of the Company, and is thereafter as determined by the Board. Mr.
Gentz's annual salary was increased to $287,500 effective August 1, 1995. If Mr.
Gentz's employment is terminated by the Company other than for cause, he is
entitled to payments of his salary and benefits for the then-remaining term of
his agreement. In the event of a change in control of the Company, Mr. Gentz
would be deemed terminated without cause and his employment agreement would be
deemed to have a three-year remaining term.
Arnold J. Senter, Executive Vice President and Chief Operating Officer. Mr.
Senter's agreement expires on February 17, 1999, but is subject to automatic
renewal in one-year increments unless notification of non-renewal is given sixty
days prior to the expiration of the then-current term. His salary was set as of
February 17, 1997 at $200,000 annually, plus benefits and incidentals generally
provided to officers of the Company, and is thereafter as determined by the
Board. If Mr. Senter's employment is terminated by the Company other than for
cause, he is entitled to payments of his salary and benefits for the
then-remaining term of his agreement. In the event of a change in control of the
Company, Mr. Senter would be deemed terminated without cause and his employment
agreement would be deemed to have a three-year remaining term.
J. Chris Seaman, Executive Vice President and Chief Financial Officer. Mr.
Seaman's agreement expires on June 1, 1998, but is subject to automatic renewal
in one-year increments unless notification of non-renewal is given sixty days
prior to the expiration of the then-current term. His annual salary under the
agreement is $200,000, plus benefits and incidentals generally provided to
officers of the Company, and is thereafter as determined by the Board. If Mr.
Seaman's employment is terminated by the Company other than for cause, he is
entitled to payments of his salary and benefits for the then-remaining term of
his agreement. In the event of a change in control of the Company, Mr. Seaman
would be deemed terminated without cause and his employment agreement would be
deemed to have a three-year remaining term.
Edward C. Shoop, Senior Vice President-Chief Actuary. Mr. Shoop's agreement
expires on October 6, 1999 and provides that, if his employment with the Company
is terminated as a result of a change in control, he will be entitled to his
salary and benefits for two years from the date of his termination.
Matthew Natalizio, Vice President, Finance and Treasurer. Mr. Natalizio's
agreement is open-ended. His compensation and benefits are determined by the
Board. If Mr. Natalizio's employment is terminated by the Company other than for
cause, he is entitled to payments of his salary and benefits for one year from
the date of the termination. Mr. Natalizio's agreement does not provide any
special rights in the event of a change in control.
DIRECTOR COMPENSATION
Each director who is not an officer of the Company is paid a fee of $4,000
for each regular Board of Directors meeting attended and $500 for each committee
meeting attended. All directors are reimbursed for their out-of-pocket expenses
in serving on the Board.
46
<PAGE> 49
In addition, in May 1997, the Board of Directors of the Company approved
the payment to C. Len Pecchenino, the Chairman of the Board, of an annual salary
of $50,000 so long as he remains Chairman of the Board and serves on the Audit
Committee of the Board of Directors. This salary is to be paid in addition to
the compensation he normally receives for attendance at regularly scheduled
Board of Directors meetings. Mr. Pecchenino was paid $50,000 in September 1997
and from thereafter will receive this salary in four equal quarterly
installments.
CHANGE-IN-CONTROL ARRANGEMENTS
In addition to the rights described above with respect to Messrs. Gentz,
Senter, Seaman, and Shoop, the only change-in-control arrangement in place is in
connection with the Company's stock incentives. Under the terms of the 1986
Non-Statutory Stock Option and 1986 Non-Statutory Stock Purchase Plan (the "1986
Plan"), in a reorganization, merger, or consolidation in which the Company does
not survive or in which a change in control takes place, unless replacement
options to purchase stock in the new or recapitalized entity are offered, all
option holders will have thirty days to exercise their outstanding options,
excluding those that have then not yet vested. Under the terms of the 1995 Stock
Incentive Plan (the "1995 Plan"), under similar circumstances, the Compensation
Committee may, in its discretion, allow each person holding an option or
restricted stock who did not receive a replacement equity incentive grant to
exercise that option without regard to its vesting provisions, or to retain that
restricted stock without regard to the Company's repurchase right, as
applicable.
EQUITY INCENTIVE GRANTS
Officers, key employees, including directors who are key employees, and
consultants chosen by the Compensation Committee are eligible to participate in
the 1995 Plan.
Under the 1995 Plan, officers, key employees, and consultants of the
Company or its subsidiaries may be granted options to purchase shares of Common
Stock or they may be given the opportunity to purchase restricted stock of the
Company. The 1995 Plan permits the granting both of options that qualify for
treatment as incentive stock options ("Incentive Stock Options") under Section
422 of the Code, and options that do not qualify as Incentive Stock Options
("Nonqualified Stock Options"). The 1995 Plan allows for the issuance of
Restricted Stock, which is subject to the Company's right of repurchase, which
expires over time.
In 1986, the Company adopted the 1986 Plan, which allowed the Company to
issue to employees of the Company and its subsidiaries Nonqualified Stock
Options and rights to purchase Common Stock. The purchase right aspect of the
1986 Plan was terminated by the Board of Directors in 1989. Following the
adoption of the 1995 Plan, the Board of Directors determined to make no further
grants pursuant to the 1986 Plan.
47
<PAGE> 50
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning options granted
during fiscal 1997 to each of the executive officers named in the Summary
Compensation Table set forth above under "Executive Compensation."
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL EXERCISE POTENTIAL REALIZABLE
UNDERLYING OPTIONS/SARS OR BASE VALUE AT ASSUMED
OPTIONS/SARS GRANTED TO EMPLOYEES PRICE EXPIRATION ANNUAL RATES OF STOCK PRICE
NAME GRANTED (#) IN FISCAL YEAR ($/SH)(1) DATE APPLICATION FOR OPTION TERM
---- ------------ -------------------- --------- ---------- -----------------------------
0% 5%($)(3) 10%($)(3)
---- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
William L. Gentz..... 18,800(4) 14.9 12.125 3/31/07 0 143,414 363,294
J. Chris Seaman...... 17,500(4) 13.8 12.125 3/31/07 0 133,497 338,172
Arnold J. Senter..... 25,000(4) 19.8 11.380 2/17/07 0 178,920 434,795
Matthew Natalizio.... 2,786(4) 2.2 12.125 3/31/07 0 21,244 53,837
Thomas I. Boggs,
Jr................. 4,643(4) 3.7 12.125 3/31/07 0 35,419 89,722
</TABLE>
- ---------------
(1) Represents the fair market value of the underlying shares of Common Stock at
the time of the grant.
(2) Unless the stock price increases, which will benefit all stockholders
commensurately, an option holder will realize no gain.
(3) Represents the value of the shares of Common Stock issuable upon the
exercise of the option, assuming the stated rates of price appreciation for
ten years, compounded annually, with the aggregate exercise price deducted
from the final appreciated value. The 5% and 10% rates are established by
the SEC as examples only and are not intended to forecast future
appreciation in the Company's stock price.
(4) Represents a ten-year, incentive stock option grant, vesting at a rate of
20% per year for five years from the date of grant, granted pursuant to the
1995 Plan.
OPTION EXERCISES AND YEAR-END VALUE
The following table sets forth information concerning the aggregate number
of options exercised during fiscal 1997 by each of the executive officers named
in the Summary Compensation Table set forth above under "Executive
Compensation," and outstanding options held by each such officer as of December
31, 1997.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END(#) FISCAL YEAR-END(1)
------------------- --------------------
SHARE ACQUIRED VALUE EXERCISABLE EXERCISABLE
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ----------- ------------------- --------------------
<S> <C> <C> <C> <C>
William L. Gentz.................. -- -- 29,995/57,105 $280,133/405,606
J. Chris Seaman................... -- -- 40,591/45,047 392,016/304,878
Arnold J. Senter.................. -- -- 0/25,000 0/78,000
Matthew Natalizio................. -- -- 8,340/13,546 78,068/104,719
Thomas I. Boggs, Jr............... -- -- 6,485/18,433 60,847/141,419
</TABLE>
- ---------------
(1) Uses a fair market value at December 31, 1997 of $14.50 per share, with the
aggregate exercise price deducted from the total value of the stock
underlying the options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee during the fiscal year ended December 31, 1997
consisted of Messrs. Noble, Cooper and Germain, each of whom was a non-employee
director. Mr. Cooper is an employee of IIA, which was paid $250,000 by the
Company in fiscal 1997 for investment banking and financial
48
<PAGE> 51
consulting services. Mr. Germain is an officer and a director of Centre Re,
which was involved in several transactions with the Company during 1997
involving payments in excess of $60,000. See "Certain Relationships and Related
Transactions."
During fiscal 1997, no officers participated in deliberations of the
Company's Compensation Committee concerning executive officer compensation,
except William L. Gentz, the Company's President and Chief Executive Officer.
COMPANY PERFORMANCE
The graph below compares the cumulative total shareholder return of the
Company with the cumulative total return on the The Nasdaq National Market (U.S.
Companies) Index and the Nasdaq Insurance Stocks Index for the period from June
30, 1995 (the date on which the Company's registration statement under Section
12 of the Exchange Act became effective) through December 31, 1997.
COMPARISON OF CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
NASDAQ
MEASUREMENT PERIOD NASDAQ STOCK INSURANCE STOCK
(FISCAL YEAR COVERED) MARKET INDEX INDEX SNTL
<S> <C> <C> <C>
6/30/95 100.00 100.00 100.00
12/31/95 112.72 122.72 113.89
12/31/96 138.97 139.12 283.33
12/31/97 170.08 170.69 322.22
</TABLE>
<TABLE>
<S> <C>
Superior National Insurance Group, Inc. Common Stock........ $322.22
Nasdaq Insurance Stocks Index............................... $170.69
The Nasdaq National Market (U.S. Companies) Index........... $170.08
</TABLE>
Assumes that $100 was invested on June 30, 1995 (the date on which the
Company's registration statement under Section 12 of the Exchange Act became
effective) in each of the Company's Common Stock, The Nasdaq National Market
(U.S. Companies) Index, and the Nasdaq Insurance Stocks Index, and that all
dividends were reinvested.
The Company believes that the Company's total stockholder return improved
during 1997 primarily as a result of the consummation of the acquisition of Pac
Rim and the anticipated savings that will result from the transaction.
49
<PAGE> 52
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below sets forth certain information regarding the beneficial
ownership of the Company's voting securities as of March 1, 1998 by each person
who is known by the Company to be the beneficial owner of more than 5% of the
indicated classes of the Company's voting securities. On March 31, 1992, the
Company issued its 14.5% Senior Subordinated Voting Notes due April 1, 2002 (the
"Voting Notes") in connection with a transaction wherein the Company issued its
14.5% Senior Subordinated promissory notes in an aggregate principal amount of
$11.0 million, together with warrants to purchase approximately 1,616,886 shares
of the Company's Common Stock. The Company redeemed all of those promissory
notes with a prepayment, effective June 30, 1994, except for the Voting Notes,
with respect to which prepayment is prohibited. See "Certain Relationships and
Related Transactions -- Transactions with Affiliates of Zurich, Including Centre
Re." The outstanding principal amount of the Voting Notes is $30,000. The number
of votes attaching to the Voting Notes is equal to the number of shares of
Common Stock that may be purchased upon exercise of the warrants that were
issued in that March 31, 1992 transaction and remain outstanding and are
unexercised as of the applicable record date for a stockholder vote. As of March
1, 1998, the number of votes held by the holder of the Voting Notes was
equivalent to 1,566,465 shares of Common Stock. The Voting Notes are permitted
to vote only in director elections, director removals, votes on amending that
right to vote, and changes to the number of authorized directors. As a result of
the cancellation of a portion of the relevant warrants, the number of common
stock equivalent votes held by the Voting Notes has decreased somewhat since
March 31, 1992. The specific voting rights of the Voting Notes are set forth in
the Company's Certificate of Incorporation and Bylaws.
CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
COMMON STOCK(1) VOTING NOTES
----------------------- ---------------------
SHARES-
NAME AND ADDRESS SHARES PERCENT(2) EQUIVALENT PERCENT
---------------- --------- ---------- ---------- -------
<S> <C> <C> <C> <C>
"III"............................................ 204,759(3) 3.32% 1,566,465(3) 100%
International Insurance Investors, L.P.,
a Bermuda limited partnership
c/o International Insurance Investors
(Bermuda) Limited, General Partner
Cumberland House
One Victoria Street
Hamilton HM HX, Bermuda
"IP Delaware".................................... 1,375,547(4) 23.07% -- --
Insurance Partners, L.P.
201 Main Street
Suite 2600
Ft. Worth, Texas 76102
"IIA"............................................ 1,243,332(5) 17.25% -- --
International Insurance Advisors, Inc.
One Chase Manhattan Plaza
44th Floor
New York, New York 10005
"IP Bermuda"..................................... 765,304(6) 12.83% -- --
Insurance Partners Offshore (Bermuda), L.P.
Cedar House
41 Cedar Avenue
P.O. Box HM 1179
Hamilton HM HX, Bermuda
</TABLE>
50
<PAGE> 53
<TABLE>
<CAPTION>
COMMON STOCK(1) VOTING NOTES
----------------------- ---------------------
SHARES-
NAME AND ADDRESS SHARES PERCENT(2) EQUIVALENT PERCENT
---------------- --------- ---------- ---------- -------
<S> <C> <C> <C> <C>
"TJS"............................................ 529,652(7) 8.88% -- --
TJS Partners, L.P.
115 East Putnam
Greenwich,Connecticut 06830
"CentreLine"..................................... 579,356(8) 8.86% -- --
CentreLine Reinsurance Limited,
a Bermuda corporation
Cumberland House
One Victoria Street
Hamilton HM HX, Bermuda
"Centre Re"...................................... 395,128(9) 6.21% -- --
Centre Reinsurance Limited,
One Victoria Street
Seventh Floor
Hamilton HM HX, Bermuda
"Bishop Estate".................................. 326,552(10) 5.19% -- --
Trustees of the Estate of Bernice P. Bishop
567 South King Street
Suite 200
Honolulu, Hawaii 96813
</TABLE>
- ---------------
(1) Includes warrants expiring on April 1, 2002 to purchase 1,566,465 shares of
Common Stock (the "Warrants") and a warrant expiring on April 1, 2002 to
purchase 579,356 shares of Common Stock described more fully in footnote 8,
below. All such warrants are subject to an agreement among all warrant
holders, which prohibits the exercise or transfer of any such warrants
until April 2000 unless prior approval from the Company's Board of
Directors is obtained. The Warrants were issued on March 31, 1992 in a
transaction in which the Company issued (a) Warrants to purchase
approximately 1,616,886 shares of Common Stock and (b) promissory notes in
the aggregate principal amount of $11.0 million to III and certain members
of the Company's management. The Warrants are exercisable at $4.00 per
share. The Warrants purchased by III, initially exercisable into 1,474,306
shares of Common Stock, were originally issued to IIA, as agent for each of
the limited partners and the general partner of III. The Warrants have
since been distributed to the partners of III; however, IIA's revocable
agency relationship with such partners was reestablished after the
distribution. Since the distribution, several such partners sold their
Warrants to certain third parties that do not have such an agency
relationship with IIA. See footnote 5 below. The Company has retired
certain Warrants issued to members of management no longer employed by the
Company.
(2) Percent ownership is based on the number of shares outstanding as of March
1, 1998, which number is 5,962,766 shares, plus any shares issuable
pursuant to warrants held by the entity in question which may be exercised
within 60 days after March 1, 1998. See footnote 1 above regarding certain
contractual provisions that restrict the ability of warrant holders to
exercise such warrants.
(3) Represents warrants to purchase 204,759 shares of Common Stock. Robert A.
Spass, Craig F. Schwarberg, and Bradley E. Cooper, each of whom is a
director of the Company, beneficially owns limited partnership interests in
III of 0.583%, 0.225%, and 0.075%, respectively. In addition, Mr. Spass has
voting power over all of the voting capital stock of International
Insurance Investors (Bermuda) Limited ("III (Bermuda)"), the general
partner of III; however, pursuant to an agreement between the Board of
Directors of III (Bermuda) and Mr. Spass, the Board of Directors (with Mr.
Spass abstaining) is entitled to make all voting and investment decisions
with respect to the Warrants held by III (Bermuda) and the Common Stock
issuable upon the exercise thereof. III (Bermuda) beneficially owns
Warrants to purchase 13,183 shares of Common Stock that are subject to
IIA's revocable agency relationship. Centre Re and the limited partners and
III (Bermuda) transferred Warrants to purchase an aggregate of 204,759
shares of Common Stock to III to be held by III (subject
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<PAGE> 54
to IIA's revocable agency relationship) in reserve for the payment to IIA
and Centre Re of their incentive fee under III's investment advisory
agreements with IIA and Centre Re. Upon the occurrence of certain events,
Messrs. Spass, Schwarberg and Cooper, Centre Re and others will be entitled
to a distribution of the Warrants presently held by III (subject to IIA's
revocable agency relationship) in amounts to be determined at the time of
distribution. Each such party presently disclaims beneficial ownership (as
defined in Rule 13d-3 under the Exchange Act) of all such Warrants. See
footnote 5 below. See also "Certain Relationships and Related Transactions
-- Transactions with IP and Limitations on Related Party Control" regarding
restrictions on III's ability to acquire additional equity securities of
the Company or exercise such Warrants.
(4) Represents shares of Common Stock held by IP Delaware. Robert A. Spass and
Steven B. Gruber, directors of the Company, are the President and a Vice
President, respectively, of Insurance GenPar MGP, Inc. ("GenPar Inc."), the
general partner of Insurance GenPar MGP, L.P. ("GenPar MGP"), the general
partner of Insurance GenPar, L.P. ("GenPar" and, together with GenPar MGP
and IP Delaware, the "Delaware Partnerships"), which is the general partner
of IP Delaware. Robert A. Spass owns 40% and Messrs. Gruber and Daniel L.
Doctoroff each own 30% of the voting capital stock of GenPar Inc. In
addition, Messrs. Spass, Gruber, Doctoroff and Bradley E. Cooper, a
director of the Company, own direct or indirect limited partnership
interests in certain of the Delaware Partnerships. Each of Messrs. Spass,
Gruber and Cooper, as well as Mr. Doctoroff, disclaims beneficial ownership
(as defined in Rule 13d-3 under the Exchange Act) of all shares of Common
Stock held by IP Delaware. See "Certain Relationships and Related
Transactions -- Transactions with IP and Limitations on Related Party
Control" regarding restrictions on IP Delaware's ability to acquire
additional equity securities of the Company.
(5) Represents Warrants to purchase shares of Common Stock that are subject to
IIA's revocable agency relationship with Centre Re and the limited partners
and the general partner of III, as discussed in footnotes 1 and 3 above. As
agent, IIA has the revocable authority to exercise rights set forth in the
Warrants and to vote any shares of Common Stock issuable upon exercise of
the Warrants. Robert A. Spass, a director of the Company, is an officer of
IIA and, as such, has the authority to exercise these rights. The parties
who, upon revocation of IIA's authority, would be entitled to exercise
Warrants covering more than 5% of the Common Stock are Centre Re and Bishop
Estate, in the share amounts and percentages stated. See "Certain
Relationships and Related Transactions -- Transactions with IP and
Limitations on Related Party Control" regarding restrictions on IIA's
ability to acquire additional equity securities of the Company or exercise
warrants to purchase Common Stock. The reported number of shares issuable
upon exercise of Warrants varies slightly from previously reported numbers
as a result of differences in rounding due to the four-into-one reverse
split that SNIG's Common Stock underwent in May 1995 and subsequent
distributions of such Warrants to the partners of III.
(6) Represents shares of Common Stock held by IP Bermuda. Robert A. Spass and
Steven B. Gruber, directors of the Company, are the President and a Vice
President, respectively, of Insurance GenPar (Bermuda) MGP, Ltd. ("GenPar
(Bermuda) Ltd."), the general partner of Insurance GenPar (Bermuda) MGP,
L.P. ("GenPar (Bermuda) MGP"), the general partner of Insurance GenPar
(Bermuda), L.P. ("GenPar (Bermuda)" and, together with GenPar (Bermuda) MGP
and IP Bermuda, the "Bermuda Partnerships"), which is the general partner
of IP Bermuda. Robert A. Spass owns 40% and Messrs. Gruber and Doctoroff
each own 30% of the voting capital stock of GenPar (Bermuda) Ltd. In
addition, each of Messrs. Spass, Gruber, Doctoroff and Bradley E. Cooper, a
director of the Company, owns direct or indirect limited partnership
interests in certain of the Bermuda Partnerships. Each of Messrs. Spass,
Gruber, and Cooper, as well as Mr. Doctoroff, disclaims beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act) of all shares
of Common Stock held by IP Bermuda. See "Certain Relationships and Related
Transactions -- Transactions with IP and Limitations on Related Party
Control" regarding restrictions on IP Bermuda's ability to acquire
additional equity securities of the Company.
(7) TJS Corporation and its controlling stockholder, sole director, and
executive officer, Thomas J. Salvatore, are the general partners of TJS
Management, L.P., the general partner of TJS, and exercise voting control
and dispositive power over all shares presently owned and are the
beneficial owners of all
52
<PAGE> 55
such shares. The information contained in this footnote is based, in part,
on an Amendment No. 2 to Schedule 13D/A, filed with the SEC in May 1997.
Does not include 173,223 shares issuable upon the exercise of Warrants
acquired since May 1997 that are subject to an agreement among all holders
of Company warrants, which prohibits the exercise or transfer of such
warrants until April 2000 unless prior approval from the Company's Board of
Directors is obtained. See footnote 1 above. Because of such restrictions,
TJS, TJS Management, L.P., TJS Corporation, and Thomas J. Salvatore
disclaim beneficial ownership (as defined in Rule 13d-3 under the Exchange
Act) of such Warrants.
(8) Represents a warrant to purchase 579,356 shares of Common Stock issued as
of June 30, 1994 (the "CentreLine Warrant"). CentreLine is an affiliate of
Centre Re. See footnote 9 below for information regarding Centre Re's
beneficial ownership of securities of the Company. The CentreLine Warrant
was issued in connection with a $20.0 million investment in the Company
(and its affiliate, Superior National Capital, L.P.) by CentreLine and a
second Centre Re affiliate, Centre Reinsurance Services (Bermuda) III
Limited. The CentreLine Warrant is exercisable at $5.20 per share. Steven
D. Germain, a director of the Company, is an officer and a director of both
Centre Re and CentreLine. In addition to Mr. Germain, each of Steven M.
Gluckstern, Michael D. Palm, and David A. Brown, is an officer and/or
director of both Centre Re and CentreLine. Messrs. Germain, Gluckstern,
Palm and Brown disclaim any beneficial interest in the CentreLine Warrant
and the Common Stock issuable upon its exercise, and in the Warrants held
by IIA, as agent for Centre Re (as described in footnote 9 below), and the
shares of Common Stock issuable upon the exercise of such Warrants.
However, as officers and/or directors of both Centre Re and CentreLine,
such persons share voting and/or investment power over such securities
(subject to the agency appointment described in footnotes 1 and 5 above).
See "Certain Relationships and Related Transactions -- Transactions with IP
and Limitations on Related Party Control" regarding restrictions on
CentreLine's ability to acquire additional equity securities of the Company
or exercise the CentreLine Warrant.
(9) Represents Warrants to purchase shares of Common Stock received upon the
distribution by III to its partners of the Warrants, as described in
footnote 1 above. See footnote 5 above for information concerning Centre
Re's revocable agency relationship with IIA with respect to such Warrants
and see footnote 8 above for information concerning Centre Re's
relationships with Steven D. Germain and CentreLine. See also "Certain
Relationships and Related Transactions -- Transactions with IP and
Limitations on Related Party Control" regarding restrictions on Centre Re's
ability to acquire additional equity securities of the Company or exercise
the Warrants. The reported number of shares issuable upon exercise of
Warrants does not include Warrants to purchase 75,262 shares of Common
Stock held by III (subject to IIA's revocable agency relationship) in
reserve for the payment to IIA and Centre Re of their incentive fee under
III's investment advisory agreements with IIA and Centre Re. See footnote 3
above.
(10) Represents Warrants to purchase shares of Common Stock received upon the
distribution by III to its partners of the Warrants as described in
footnote 1 above. Richard S.H. Wong, Oswald K. Stender, Lokelani Lindsey,
Gerard A. Jervis, and Henry H. Peters, the trustees of the Bishop Estate,
share voting and/or investment power over securities held by the Bishop
Estate. Mr. Peters is a director of IIA. The reported number of shares
issuable upon exercise of Warrants does not include Warrants to purchase
62,200 shares of Common Stock held by III (subject to IIA's revocable
agency relationship) in reserve for the payment to IIA and Centre Re of
their incentive fee under III's investment advisory agreements with IIA and
Centre Re. See footnote 3 above.
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<PAGE> 56
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 1, 1998 by (i) each director and
certain executive officers of the Company, individually, and (ii) all directors
and executive officers as a group:
OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
PERCENT OF COMMON
NAME SHARES OWNED(1) STOCK(2)
---- --------------- -----------------
<S> <C> <C>
William L. Gentz............................................ 109,099(3) 1.81%
J. Chris Seaman............................................. 175,309(4) 2.88%
Arnold J. Senter............................................ 7,000(5) *
Matthew Natalizio........................................... 25,539(6) *
Thomas I. Boggs, Jr......................................... 24,166(7) *
Thomas J. Jamieson.......................................... 245,300(8) 4.11%
Gordon E. Noble............................................. 10,000 *
C. Len Pecchenino........................................... 14,250 *
Robert A. Spass............................................. 15,216(9) *
Craig F. Schwarberg......................................... 2,790(10) *
Bradley E. Cooper........................................... 4,930(11) *
Steven D. Germain........................................... 980,964(12) 14.14%
Steven B. Gruber............................................ --(13) --
Roger W. Gilbert............................................ -- --
Directors and Executive Officers as a Group (23 persons).... 1,762,752(14) 24.24%
</TABLE>
- ---------------
* Less than 1%
(1) Shares owned by the executive officers do not reflect shares of restricted
stock that the Company anticipates it will grant in the Spring of 1998 to
such officers.
(2) Percent ownership is based on the number of shares outstanding as of March
1, 1998 which number is 5,962,766 shares, plus any shares issuable pursuant
to options or warrants held by the person in question that may be exercised
within 60 days after March 1, 1998.
(3) Includes 41,165 shares issuable upon exercise of stock options that are
exercisable within 60 days of March 1, 1998, in addition to 29,950
restricted stock grants awarded under the 1995 Plan, of which the
restrictions have lapsed as to 6,698 shares.
(4) Includes 58,795 shares issuable upon exercise of Warrants and 49,719 shares
issuable upon exercise of stock options, each of which is exercisable
within 60 days of March 1, 1998, in addition to 24,163 restricted stock
grants awarded under the 1995 Plan, of which the restrictions have lapsed
as to 5,240 shares.
(5) Includes 5000 shares issuable upon exercise of stock options that are
exercisable within 60 days of March 1, 1998.
(6) Includes 11,914 shares issuable upon exercise of stock options that are
exercisable within 60 days of March 1, 1998, in addition to 6,399
restricted stock grants awarded under the 1995 Plan, of which the
restrictions have lapsed as to 1,425 shares.
(7) Includes 11,471 shares issuable upon exercise of stock options that are
exercisable within 60 days of March 1, 1998, in addition to 9,375
restricted stock grants awarded under the 1995 Plan, of which the
restrictions have lapsed as to 2,102 shares.
(8) Includes 98,050 shares owned of record by Jaco Oil Company, an entity
controlled by Mr. Jamieson.
(9) Includes 8,000 shares of Common Stock owned directly by Mr. Spass. Also
includes Warrants to purchase 7,216 shares of Common Stock that are owned
by Mr. Spass (as a limited partner of III) that are subject
54
<PAGE> 57
to IIA's revocable agency relationship described in footnote 3 of the
preceding "Certain Beneficial Owners" table. Mr. Spass disclaims beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act) of Warrants to
purchase 13,183 shares of Common Stock held by III (Bermuda) (the general
partner of III) (subject to IIA's revocable agency relationship) and
Warrants to purchase an aggregate of 204,759 shares of Common Stock held by
III in reserve for the payment to IIA and Centre Re of their incentive fee
under III's investment advisory agreements with IIA and Centre Re. See
footnotes 3 and 5 of the preceding "Certain Beneficial Owners" table. Mr.
Spass is an officer of IIA, which has a revocable agency relationship with
the partners of III and Centre Re with respect to Warrants to purchase
1,243,332 shares of Common Stock that are held by such partners and Centre
Re. In addition, see footnote 3 to the preceding "Certain Beneficial
Owners" table concerning Mr. Spass' affiliation with III, the owner of the
Voting Notes. Separately, 1,375,547 shares of Common Stock are beneficially
owned by IP Delaware and 765,304 shares of Common Stock are beneficially
owned by IP Bermuda. Mr. Spass is the President of GenPar Inc. and GenPar
(Bermuda) Ltd., the ultimate general partners of IP Delaware and IP
Bermuda, respectively. Mr. Spass disclaims beneficial ownership (as defined
in Rule 13d-3 under the Exchange Act) of all shares of Common Stock that
are held by IP Delaware and IP Bermuda. See footnotes 4 and 6 to the
preceding "Certain Beneficial Owners" table for information concerning such
partnerships. Pursuant to the terms of the stock purchase agreement under
which IP Delaware and IP Bermuda purchased their shares of Common Stock, so
long as certain conditions apply, each of IP Delaware and IP Bermuda has
agreed that Mr. Spass will abstain from votes of the investment committees
of each of IP Delaware and IP Bermuda with respect to each such entity's
holdings of shares of Common Stock. See "Certain Relationships and Related
Transactions -- Transactions with IP and Limitations on Related Party
Control."
(10) Represents Warrants to purchase 2,790 shares of Common Stock that are
subject to a revocable agency relationship with IIA, as described in
footnote 5 of the preceding "Certain Beneficial Owners" table. In addition,
Mr. Schwarberg is the beneficial owner of less than one percent of IIA's
equity securities.
(11) Includes 4,000 shares of Common Stock owned directly by Mr. Cooper. Also
includes Warrants to purchase 930 shares of Common Stock that are subject
to a revocable agency relationship with IIA, as described in footnote 5 of
the preceding "Certain Beneficial Owners" table.
(12) Includes (i) 5,600 shares of Common Stock owned directly, (ii) 880 shares
of Common Stock owned indirectly as custodian for the benefit of his
children under the New York Uniform Gift to Minors Act, and (iii) warrants
to purchase Common Stock, consisting of the CentreLine Warrant to purchase
579,356 shares and the Warrants to purchase 395,128 shares held by Centre
Re (subject to IIA's revocable agency relationship). See the preceding
"Certain Beneficial Owners" table and footnotes 8 and 9 thereto. Mr.
Germain is an officer and director of both Centre Re and CentreLine. As
such, he shares voting and/or dispositive control over such securities
(subject to the termination of the agency relationship with IIA by Centre
Re). Mr. Germain disclaims any beneficial interest in the CentreLine
Warrant, the Warrants held by IIA as agent for Centre Re, and the Common
Stock issuable upon their exercise.
(13) Mr. Gruber, a director of the Company, is a Vice President of each of
GenPar Inc. and GenPar (Bermuda) Ltd., the ultimate general partners of IP
Delaware and IP Bermuda, respectively. IP Delaware beneficially owns
1,375,547 shares of Common Stock and IP Bermuda beneficially owns 765,304
shares of Common Stock. Mr. Gruber disclaims beneficial ownership (as
defined in Rule 13d-3 under the Exchange Act) of all shares of Common Stock
held by IP Delaware and IP Bermuda. See footnotes 4 and 6 to the preceding
"Certain Beneficial Owners" table for information concerning such
partnerships.
(14) Includes (i) 1,048,477 shares issuable upon exercise of warrants and (ii)
183,928 shares issuable upon exercise of stock options, each of which are
exercisable within 60 days of March 1, 1998. Also includes 99,873 shares
subject to the Company's right of repurchase, of which the restrictions
have lapsed as to 22,013 shares. Refer to footnotes 7 through 10 for
information regarding beneficial interests in the Warrants and the
CentreLine Warrant held by certain directors.
55
<PAGE> 58
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH IIA
Messrs. Spass and Cooper, directors of the Company, are employees of IIA.
Mr. Spass is also an officer and director of IIA. Mr. Schwarberg, a director of
the Company, is a former employee of IIA. IIA was paid $250,000 by the Company
during fiscal 1997 for investment banking and financial consulting services
pursuant to a consulting agreement entered into in 1992 that continues through
1998.
TRANSACTIONS WITH AFFILIATES OF ZURICH, INCLUDING CENTRE RE
Zurich, Centre Re, and CentreLine are affiliates of each other. Mr.
Germain, a director of the Company, is an officer and director of Centre Re and
CentreLine and an officer of Zurich.
Financing Transactions
In December 1997, an affiliate of Zurich purchased $10.0 million in Trust
Preferred Securities.
As of June 30, 1994, the Company completed a $20.0 million financing
transaction (the "1994 Transaction") with CentreLine and another affiliate of
Centre Re involving the sale to an affiliate of Centre Re of preferred shares
(the "SNCLP Preferred Shares") of Superior National Capital, L.P., a Bermuda
limited partnership ("SNCLP"), an entity controlled by the Company, together
with the issuance of the CentreLine Warrant. See "Security Ownership of Certain
Beneficial Owners and Management -- Security Ownership of Certain Beneficial
Owners." The proceeds of the 1994 Transaction were loaned by SNCLP to Superior
National and partially contributed to the capital of SNIC. The SNCLP Preferred
Securities paid a 9.7% annual rate of return, in semi-annual installments and
were required to be redeemed on or before June 30, 2001. SNCLP issued an
additional 49,167 shares of SNCLP Preferred Stock in 1997 as a dividend on the
outstanding SNCLP Preferred Stock to an affiliate of Centre Re in connection
with the 1994 Transaction. In December 1997, the Company used a portion of the
proceeds it received from the sale of the Senior Subordinated Notes to redeem
all of the approximately $26.6 million face amount of the then outstanding SNCLP
Preferred Securities.
In March 1992, the Company engaged in an $11.0 million financing
transaction with International Insurance Investors, L.P.("III") in which the
Company issued its 14.5% Senior Subordinated Promissory Notes (the "14.5%
Notes") and detachable warrants to purchase Common Stock. III is an investment
partnership that was formed to make investments in the insurance and related
industries. It is no longer actively making investments. See "Security Ownership
of Certain Beneficial Owners and Management -- Security Ownership of Certain
Beneficial Owners." Substantially all the 14.5% Notes were repaid in 1994 but
the III warrants remain outstanding. Messrs. Spass, Schwarberg, and Cooper,
directors of the Company, are each the beneficial owner of less than one percent
of the limited partnership interests in III. In addition, Mr. Spass has voting
power over all of the voting capital stock of III's general partner. Messrs.
Seaman and Johnson, each of whom is an officer of the Company (Mr. Seaman is
also a director), Joseph Wolonsky (an officer who resigned from the Company in
June 1997), Richard Hotchkiss (an officer who retired from the Company in June
1996), and Edwin Wilson (an officer who resigned from the Company in May 1995)
each received warrants in this 1992 transaction as a result of their purchase of
14.5% Notes.
In addition to its interest in the 14.5% Notes, Centre Re, because of its
limited partnership position in III, was further interested because, under the
terms of the CentreLine Warrant, the exercise price thereof would have been
reduced from $5.20 to $4.00 had the 14.5% Notes not been refinanced prior to
December 31, 1994. If that reduction had occurred, the aggregate exercise price
that CentreLine would have had to pay to exercise the CentreLine Warrant in full
would have decreased by $695,228.
Under the terms of the warrants issued to III and the CentreLine Warrant,
Centre Re and CentreLine, among other things, have preemptive rights on the
issuance by the Company of equity securities, including rights or warrants to
purchase equity securities.
Reinsurance
Effective January 1, 1993, SNIC entered into an aggregate excess of loss
reinsurance contract (the "1993 Contract") with Centre Re under which SNIC was
required to cede not less than $15.0 million and not more
56
<PAGE> 59
than $20.0 million of claim and claim adjustment expense to Centre Re with
respect to any covered accident year. During 1995 the Company paid $15.0 million
into a funds withheld account on behalf of Centre Re for reinsurance services.
Effective January 1, 1996, the Company cancelled prospectively the 1993
Contract. The Company remained subject to the funds withheld arrangement in the
1993 Contract and the interest on the funds withheld balance significantly
exceeded the accretion to the experience account under the 1993 Contract. Thus,
the Company made a business decision to terminate the funds withheld arrangement
via a negotiated settlement with Centre Re. In 1996, after lengthy negotiations
with Centre Re, the Company agreed to freeze the experience account at $45
million and expensed $5.3 million in consideration of the termination of the
funds withheld arrangement. The $5.3 million was paid to Centre Re in 1997.
At present, the Company owes Centre Re $45 million of funds withheld
premiums, and Centre Re owes the Company $45 million of experience refunds,
neither of which have been accruing interest or accreting since June 30, 1996.
Because the Company and Centre Re enjoy the legal right of contractual offset
under the 1993 Contract, the two amounts offset to zero in the balance sheet.
The 1993 Contract has no further economic effect on either the Company or Centre
Re, and the Company will neither receive from nor pay to Centre Re any cash at
the future commutation date of the 1993 Contract.
Effective January 1, 1994, SNIC entered into a quota-share contract (the
"ZRNA Quota-Share") with Zurich Reinsurance (North America), Inc. ("ZRNA"), an
affiliate of Zurich, which also applies to business written by SPCC since April
1, 1997. Under the ZRNA Quota-Share, ZRNA may provide Superior Pacific with an
Assumption of Liability Endorsement facility, or, effective January 1, 1997,
Superior Pacific may write directly on policy forms of ZCIC, an affiliate of
ZRNA (the "ZCIC Underwriting Agreement"). The ceding rate under the contract was
20% for 1994, and ZRNA and Superior Pacific mutually agreed to reduce the
quota-share participation to 5% for 1995 and 1996. Further, Superior Pacific
receives ceding commissions ranging between 22.5% and 24.5% for premiums ceded
to ZRNA. The purpose of the ceding commission is to cover Superior Pacific's
cost of acquiring new business and may be changed as a result of changes in
market conditions on a quarterly basis.
Effective January 1, 1997, the terms of the ZRNA Quota-Share were amended.
Under the amended terms of the ZRNA Quota-Share, ZRNA increased its
participation from 5% of premiums written in 1996 to 6.5% in 1997. In exchange
for the increased participation, ZRNA will no longer receive a separate fee for
policies written on Assumption of Liability Endorsement facilities, but will
receive 2% of premiums written on ZCIC Underwriting Agreement policies only.
Superior Pacific entered into a reinsurance transaction with Centre Re
effective June 30, 1997 under which Centre Re assumed $10.0 million of reserves
associated with claims open for future medical payments only from Superior
Pacific in consideration of $1 million in cash and the assignment of the rights
of Superior Pacific's contribution and subrogation recoveries during the term of
the contract. The contract is accounted for as a deposit, and no gain or loss
will be recognized until net cash payments from (or to) Centre Re are either
greater (or less) than Superior Pacific's $1.0 million premium.
Claim Severity Management Program
Beginning December 31, 1997 the Company entered into agreements with Risk
Enterprise Management Limited ("REM") and an affiliate of REM to provide the
Claim Severity Management Program. The total cost of this program to the Company
is expected to be approximately the same as the Company's regular claim
management functions would have cost over the expected five-year life of the
program. The Company believes its operating costs would have been similar had it
not determined to pursue the program, while its claim severity risk has been
reduced. See "Business -- Claim Severity Management Program."
TRANSACTIONS WITH IP AND LIMITATIONS ON RELATED PARTY CONTROL
Messrs. Spass and Gruber, directors of the Company, are executive officers
of the ultimate general partner of each of IP Delaware and IP Bermuda
(collectively, "IP"). In April 1997, IP purchased an aggregate of 2,124,834
shares of Common Stock at $7.53 per share, for an aggregate purchase price of
$16.0 million, pursuant to the Stock Purchase Agreement dated as of September
17, 1996, as amended and restated effective as of February 17, 1997 (the "Stock
Purchase Agreement"), among the Company, IP, TJS,
57
<PAGE> 60
and certain members of the Company's management. The Company used the proceeds
to fund, in part, its acquisition of Pac Rim. The price of the Common Stock was
determined based on its per share price as quoted on The Nasdaq National Market
during a certain period preceding the September 17, 1996 announcement of the Pac
Rim acquisition, and represented in April 1997, a significant discount to the
then current market price of the Common Stock. Mr. Gruber's election as a
director of the Company was effective upon the consummation of the acquisition
of Pac Rim. The Company's Board of Directors (without Messrs. Gentz, Seaman,
Spass, Germain, and Cooper, who disclosed their conflict of interest, withdrew
from the discussion and abstained from the vote) unanimously approved the Stock
Purchase Agreement. The negotiations of the Stock Purchase Agreement were
conducted by Mr. Pecchenino on behalf of the Company.
The Stock Purchase Agreement contains, in addition to customary terms and
provisions, certain covenants by IP that shall remain effective so long as IP
and its Associates beneficially own an aggregate of 15% or more of the Company's
Common Stock on a fully diluted basis. For purposes of the Stock Purchase
Agreement, "Associates" means each of CentreLine, Centre Re, III, IIA, and any
person or entity that controls, is under common control with, or is controlled
by IP or such persons or entities, and all individuals who are officers,
directors, or control persons of any such entities, including IP. One such
covenant, with certain limited exceptions, prohibits IP or any of its Associates
from acquiring any additional shares of Common Stock, entering into a merger or
business combination involving the Company, participating in any solicitation of
proxies, or participating in any group with respect to the foregoing, without a
two-third majority vote of (i) the non-Associate and non-employee directors or
(ii) the Company's stockholders (excluding those shares held by IP and its
Associates and by executive officers having to report transactions in Common
Stock under securities laws). Other covenants provide that IP and its Associates
will not elect more than five directors (or the highest number that is less than
a majority of the Board of Directors) and that IP and its Associates will not
transfer any of its shares except in certain types of specified transactions.
Further, other than with respect to the election of directors of the Company, IP
and its Associates agreed that, with respect to any vote of the stockholders of
the Company on a particular matter, if the aggregate number of all shares that
are voted in like manner by IP and its Associates shall be greater than 35% of
the total number of shares voted, then those votes that exceed such 35%
threshold shall be voted in the same proportion as the other stockholders voted
their shares with respect to such matter.
In connection with the Stock Purchase Agreement, the Company entered into
an agreement with all holders of the Company's outstanding warrants pursuant to
which such holders are prohibited from exercising their warrants until April
2000 unless prior approval of the Company's Board of Directors is obtained. This
restriction was implemented in order to reduce the risk that the Company would
undergo an ownership change for purposes of Section 382 of the Code and thus be
limited in its ability to use its NOLs. See "Business -- Risk
Factors -- Availability of Net Operating Loss Carryforwards."
In addition, each of Messrs. Spass and Gruber are executive officers of
Insurance Partners Advisors, L.P. ("IPA"). On April 11, 1997, IPA received a
transaction fee from the Company of $625,000, representing a percentage of all
of the funds raised in connection with the acquisition of Pac Rim.
MANAGEMENT PURCHASE OF EQUITY
In April 1997, 30 members of the Company's management and TJS, at the time
a 10% or greater stockholder of the Company, purchased an aggregate of 265,604
shares of the Company Common Stock at $7.53 per share for an aggregate purchase
price of $2.0 million under the Stock Purchase Agreement. As is its policy, IP
requested that management participate with IP in its purchase of Common Stock
under the same Stock Purchase Agreement. Of the 2,390,438 shares of Common Stock
issued in the financing transaction, 2,124,834 shares were acquired by IP, as
discussed above, 132,802 shares were acquired by TJS, 25,234 were acquired by
William Gentz (a director and the President and Chief Executive Officer of the
Company), 25,232 were acquired by J. Chris Seaman (a director, an Executive Vice
President and Chief Financial Officer of the Company), 9,296 were acquired by
Joseph P. Wolonsky (who was then a Senior Vice President of the Company, but who
subsequently resigned from the Company as of June 30, 1997), 9,296 were acquired
by Karl O. Johnson (a Senior Vice President of Superior Pacific), 9,296 were
acquired by Douglas R. Roche (a senior Vice President of the Company) and 54,448
were acquired by other members of management.
58
<PAGE> 61
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
(A)(1) FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 1997 and 1996
Consolidated Statements of Operations for the Years Ended December 31, 1997
(Restated), 1996 and 1995
Consolidated Statements of Changes in Stockholders' Equity for the Years
Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows, as Restated for the Years Ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
(A)(2) FINANCIAL STATEMENT SCHEDULES:
Summary of Investments -- Other than Investments in Related Parties
Condensed Financial Information of Registrant, Superior National Insurance
Group, Inc.
Supplemental Insurance Information
Reinsurance
Valuation and Qualifying Accounts and Reserves
Supplemental Property and Casualty Insurance Information
(A)(3) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
2 Amended and Restated Agreement and Plan of Merger dated as
of February 17, 1997 among the Company, SNTL Acquisition
Corp., and Pac Rim Holding Corporation*****
3.1 Certificate of Incorporation of the Company, as currently in
effect++
3.2 By-laws of the Company, as currently in effect++
4.1 Amended and Restated Declaration of Trust of the Trust dated
as of December 3, 1997, including the Trust's Certificate of
Trust and the forms of Trust Common Securities, Trust
Preferred Securities and Exchange Trust Preferred
Securities(4)
4.3 Senior Subordinated Indenture, including forms of the Senior
Subordinated Notes and Exchange Senior Subordinated Notes,
dated as of December 3, 1997 between the Company and
Wilmington Trust Company, as trustee, providing for the sale
by the Company to the Trust of the Senior Subordinated
Notes(4)
4.4 Guarantee Agreement dated as of December 3, 1997 between the
Company and Wilmington Trust Company, as trustee, with
respect to the Trust Preferred Securities(4)
4.5 Guarantee Agreement with Respect to Common Securities dated
as of December 3, 1997 by the Company(4)
4.6 Form of Exchange Guarantee Agreement between the Company and
Wilmington Trust Company, as trustee, with respect to the
Exchange Trust Preferred Securities(4)
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.1 Employment Agreement, dated June 1, 1997, by and between Mr.
William L. Gentz, President and Chief Executive Officer of
the Company, and the Company+++++
10.2 Employment Agreement, dated February 17, 1997, by and
between Mr. Arnold J. Senter, Executive Vice President and
Chief Operating Officer of the Company, and the Company+
10.3 Employment Agreement, dated June 1, 1997, by and between J.
Chris Seaman, Executive Vice President and Chief Financial
Officer of the Company, and the Company+++++
</TABLE>
59
<PAGE> 62
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
10.4 1986 Non-Statutory Stock Option and 1986 Non-Statutory Stock
Purchase Plan***
10.5 1995 Stock Incentive Plan***
OTHER MATERIAL CONTRACTS
10.6 Aggregate Excess of Loss Cover entered into on the 30th day
of August 1991, between Centre Reinsurance Limited (Centre
Re) and the Company, as amended*
10.7 Multi-year Prospective Accident Year Stop Loss Reinsurance
Contract effective the 1st of January 1993, between Centre
Reinsurance International Company and the Company (the "1993
Centre Re Contract")*
10.8 Letter dated March 28, 1996 from the Company canceling the
1993 Centre Re Contract effective January 1, 1996***
10.9 Workers' Compensation and Employers' Liability Quota Share
Insurance Contract No. 30006A effective January 1, 1994,
between the Company and Zurich Reinsurance Centre, as
amended (the "ZRC Contract")*
10.10 Addendum No. 4 to the ZRC Contract effective as of January
1, 1996***
10.11 Addendum No. 1 to the Retrocession Agreement (an ancillary
agreement to the ZRC Contract) effective as of January 1,
1996***
10.12 Lease, dated 27th day of October 1988, by and between
Corporate Center at Malibu Canyon, a California Limited
Partnership and the Company, relating to the lease of the
Company's home office and Calabasas Branch Facilities*
10.13 Lease, dated 27th of July 1993, by and between TOMOE
Investment and Development, Inc. and the Company, relating
to the lease of its South San Francisco Facility*
10.14 Lease, dated 14th of November 1991, by and between Dean
Witter Reynolds and the Company relating to the lease of its
Fresno Facilities*
10.15 Lease, dated 23rd of February 1993, by and between Shaw
Avenue Associates, a California Limited Partnership and the
Company relating to the lease of its Fresno Facilities*
10.16 Lease, dated 14th of February 1994, by and between Contra
Costa County Employees Retirement Association and the
Company relating to its Sacramento Facility*
10.17 Agreement in Principle dated 29th of March 1994 by and
between the Company and Centre Reinsurance Limited or one of
its affiliates*
10.18 Limited Partnership Agreement of Superior National Capital,
L.P. with certificate of Limited Partnership and Certificate
of Exempted Partnership, all as filed on the 28th of June
1994, with the Registrar of Companies of Bermuda*
10.19 Termination and Release Agreement dated as of December 3,
1997 among the Company, Superior Pacific Insurance Group,
Inc., the subsidiaries of the Company signatories thereto,
The Chase Manhattan Bank and certain financial institutions
with respect to the Credit Agreement dated as of April 11,
1997(4)
10.20 Purchase warrant, dated as of the 30th of June 1994,
entitling Centreline Reinsurance Limited to purchase 579,356
shares of the Company's common stock*
10.21 Form of Common Stock Purchase Warrant, held by those members
of the Company's management and other parties set forth on
the schedule attached thereto, to purchase an aggregate of
1,566,465 shares of the Company common stock(4)
10.22 Stock Purchase Agreement dated as of September 17, 1996, as
amended and restated effective as of February 17, 1997,
among the Company, Insurance Partners, L.P., Insurance
Partners Offshore (Bermuda), L.P., TJS Partners, L.P., and
certain members of the Company's management*****
</TABLE>
60
<PAGE> 63
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
10.23 Registration Rights Agreement dated as of April 11, 1997
among the Company, Insurance Partners, L.P. and Insurance
Partners Offshore (Bermuda), L.P.+++
10.24 Registration Rights Agreement dated as of December 3, 1997
among the Company, the Trust and the Initial Purchasers
named therein(4)
10.25 Letter Agreement dated November 25, 1996 among the Company
and the shareholders and holders of warrants party thereto,
relating to such warrants and certain registration rights+++
10.26 Agreement with Prime Advisors regarding investment
Management Services provided to the Company dated April 12,
1997+++
10.27 Addendum No. 2 to the Retrocession Agreement between
Superior National Insurance Company and Zurich Reinsurance
Centre, Inc. effective January 1, 1997(4)
10.28 State of California Department of Insurance Amended
Certificate of Authority+++++
10.29 The Pacific Rim Assurance Company 401(k) Plan (incorporated
by reference from Exhibit 10.11 of Pac Rim Holding
Corporation's Registration Statement on Form S-1)(1)
10.33 Office Space Lease dated February 11, 1991 between Rancon
Realty Fund V and The Pacific Rim Assurance Company(1)
10.34 Office building lease dated January 21, 1992 between The
Pacific Rim Assurance Company and Trizec Warner, Inc. for
office space in Woodland Hills, California, and related
Guaranty of Pac Rim Holding Corporation(1)
10.35 Addendum No. 2 dated as of September 2, 1992 of Office
Building Lease between The Pacific Rim Assurance Company and
Trizec Warner, Inc.(1)
10.36 Office Building Lease dated October 2, 1992, between The
Pacific Rim Assurance Company and Richard V. Gunner & George
Andros, for office space in Fresno, California(1)
10.37 Sublease dated February 3, 1994 between The Pacific Rim
Assurance Company and the Federal Emergency Management
Agency, for office space in Woodland Hills, California(1)
10.38 Sublease dated February 25, 1994 between The Pacific Rim
Assurance Company and The Money Store, for office space in
Woodland Hills, California(1)
10.39 Lease Amendment #1, dated April 1, 1993, to the Office
Property Lease between Rancon Realty Fund V, and The Pacific
Rim Assurance Company(1)
10.40 Sublease dated May 1, 1994 between The Pacific Rim Assurance
Company and Group Data Services, Incorporated(1)
10.41 Office lease between L.A.X. Business Center, and Pac Rim
Holding Corporation dated June 1, 1995(1)
10.42 Certificate of Authority from Department of Insurance, State
of Arizona to transact the business of Casualty With
Workers' Compensation Insurance(1)
10.43 Certificate of Authority from Department of Insurance, State
of Texas to transact the business of casualty with workers'
compensation insurance(1)
10.44 Sublease dated August 15, 1995 between The Pacific Rim
Assurance Company and the General Services Administration(1)
10.45 Sales, License and Service Agreement dated November 14, 1995
between Macess Corporation and The Pacific Rim Assurance
Company for equipment purchases, software license and
professional prepaid support and software maintenance(1)
10.47 Certificate of Authority from the State of Georgia Office of
Commissioner of Insurance, to transact the business of
Property and Casualty (including Workers' Compensation)(1)
</TABLE>
61
<PAGE> 64
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
10.48 Producer agreement between Regional Benefits Insurance
Services, a subsidiary of Superior Pacific Casualty Company,
and Hull & Co., Inc., dated May 15, 1996(2)
10.49 Producer agreement between Regional Benefits Insurance
Services, and Gulf Atlantic Management Group, Inc., dated
May 15, 1996(2)
10.50 Office lease between Gulf Atlantic Investment Group, Inc.
and Regional Benefits Insurance Services, Inc., dated May
20, 1996(2)
10.51 Employment Agreement between Pac Rim Holding Corporation and
Stanley Braun, dated April 15, 1994, as amended March 27,
1995, and March 30, 1996(3)
10.52 Third Amendment to Employment Agreement between Pac Rim
Holding Corporation and Stanley Braun, dated as of April 10,
1997++++
10.53 Agreement for Services between REM and SNIC, relating to the
Claims Severity Management Program(5)
10.54 Average Existing Claim Severity Agreement Effective:
December 31, 1997 between ZRNA and Superior Pacific(5)
10.55 Lease dated October 29, 1997 between Property California OB
One Corporation and SNIC, relating to the lease of its
Pleasanton, California, facility(5)
11 Calculation of Earnings Per Share
21 Subsidiaries of the Company(4)
27.1 Financial Data Schedule
99.1 Form of Letter of Transmittal(4)
99.2 Form of Notice of Guaranteed Delivery(4)
99.3 Form of Exchange Agent Agreement(4)
</TABLE>
- ---------------
* Previously filed as an exhibit to the Company's Registration Statement on
Form 10, as filed with the Securities and Exchange Commission ("SEC") on
May 1, 1995 (File No. 0-25984).
** Previously filed as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form 10/A, as filed with the SEC on November 1,
1995 (File No. 0-25984).
*** Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, as filed with the SEC on
March 29, 1996.
***** Previously filed as an exhibit to the Company's statement on Schedule 13D,
as filed with the SEC on February 27, 1997.
+ Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as filed with the SEC on
March 10, 1997.
++ Previously filed as an exhibit to the Company's Current Report on Form
8-K, as filed with the SEC on April 24, 1997.
+++ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997, as filed with the SEC on May
15, 1997.
++++ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, as filed with the SEC on August
14, 1997.
+++++ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997, as filed with the SEC on
November 13, 1997.
(1) Incorporated by reference from the Exhibits to the Annual Report on Form
10-K of Pac Rim Holding Corporation for the year ended December 31, 1995.
62
<PAGE> 65
(2) Previously filed with the Quarterly Report on Form 10-Q of Pac Rim Holding
Corporation, for the quarter ended June 30, 1996.
(3) Previously filed as Exhibit K to Annex C of the Company's Proxy Statement
on Schedule 14A dated March 10, 1997.
(4) Previously filed as an exhibit to the Company's and the Trust's
Registration Statement on Form S-4 (Registration No. 333-43505) on
December 30, 1997.
(5) Previously filed as an exhibit to the Company's Form 10-K for the year
ended December 31, 1997, as filed with the SEC on March 31, 1998, and as
amended hereby.
63
<PAGE> 66
(b) Reports on Form 8-K: On November 19, 1997, the Company filed a Current
Report on Form 8-K in order to file with the Securities and Exchange
Commission a press release issued by the Company announcing the Trust's
intent to offer to sell the Trust Preferred Securities in a private
placement.
On December 5, 1997, the Company filed a Current Report on Form 8-K in
order to file with the Securities and Exchange Commission a press
release issued by the Company announcing the completion of the Trust's
issuance and sale of the Trust Preferred Securities in a private
placement.
(c) The page numbers of the Exhibits filed in response to this portion of
Item 14 are listed on an Index of Exhibits that follows the signature
page.
(d) The response to this portion of Item 14 is presented in response to
Item 8 of this report.
64
<PAGE> 67
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 16, 1998
SUPERIOR NATIONAL INSURANCE GROUP,
INC.
/s/ J. CHRIS SEAMAN
By:
--------------------------------------
J. Chris Seaman
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM L. GENTZ Director, President and Chief October 16, 1998
- --------------------------------------------- Executive Officer (Principal
William L. Gentz Executive Officer)
/s/ J. CHRIS SEAMAN Director, Executive Vice President October 16, 1998
- --------------------------------------------- and Chief Financial Officer
J. Chris Seaman (Principal Financial Accounting
Officer)
/s/ STEVEN D. GERMAIN Director October 16, 1998
- ---------------------------------------------
Steven D. Germain
/s/ THOMAS J. JAMIESON Director October 16, 1998
- ---------------------------------------------
Thomas J. Jamieson
/s/ GORDON E. NOBLE Director October 16, 1998
- ---------------------------------------------
Gordon E. Noble
/s/ C. LEN PECCHENINO Director October 16, 1998
- ---------------------------------------------
C. Len Pecchenino
/s/ CRAIG F. SCHWARBERG Director October 16, 1998
- ---------------------------------------------
Craig F. Schwarberg
/s/ ROBERT A. SPASS Director October 16, 1998
- ---------------------------------------------
Robert A. Spass
/s/ BRADLEY E. COOPER Director October 16, 1998
- ---------------------------------------------
Bradley E. Cooper
/s/ STEVEN B. GRUBER Director October 16, 1998
- ---------------------------------------------
Steven B. Gruber
/s/ ROGER W. GILBERT Director October 16, 1998
- ---------------------------------------------
Roger W. Gilbert
</TABLE>
65
<PAGE> 68
GLOSSARY OF TERMS
DEFINED TERMS AND SELECTED INSURANCE TERMS
Admitted Assets............ Assets recognized and accepted by state insurance
regulatory authorities for their purposes in
determining the financial condition of an insurance
company.
Centre Re.................. Centre Reinsurance Limited.
Claim and Claim Adjustment
Expenses................. The estimated ultimate cost of claims, whether
reported or unreported, charged against earnings
when claims occur, including the estimated expenses
of settling claims (claim adjustment expenses).
Claim and Claim Adjustment
Expense Ratio............ The ratio of claim and claim adjustment expenses to
net premiums earned.
Code....................... Internal Revenue Code of 1986, as amended.
Combined Ratio............. The sum of the claim and claim adjustment expense
ratio and the expense ratio for continuing
operations. A combined ratio under 100% generally
indicates an underwriting profit, and a combined
ratio over 100% generally indicates an underwriting
loss.
Common Stock............... Common Stock of the Company.
Company.................... Superior National Insurance Group, Inc., a Delaware
corporation and its subsidiaries, on a consolidated
basis.
Direct Premiums Written.... Direct premiums written include all premiums
arising from policies issued by the Company acting
as primary insurance carrier, adjusted for any
return or additional premiums arising from
endorsements, cancellations, audits and
retrospective rating plans.
DOI........................ California Department of Insurance.
Exchange Act............... Securities Exchange Act of 1934, as amended.
Expense Ratio.............. The ratio of commissions (net of reinsurance ceding
commissions), policyholder dividends, and general
and administrative expenses to net premiums earned.
GAAP....................... Generally accepted accounting principles of the
United States of America, including those set forth
in: (i) the opinions and pronouncements of the
Accounting Principles Board of the American
Institute of Certified Public Accounts, (ii)
statements and pronouncements of the Financial
Accounting Standards Board, (iii) in such other
statements by such other entity as approved by a
significant segment of the accounting profession,
and (iv) the rules and regulations of the SEC
governing the inclusion of financial statements in
periodic reports required to be filed pursuant to
Section 13 of the Exchange Act, including opinions
and pronouncements in staff accounting bulletins
and similar written statements from the accounting
staff of the SEC.
Gross Premiums Written..... Gross premiums written include all premiums arising
from policies issued by the Company acting as
primary insurance carrier and policies issued
through fronting facilities, adjusted for any
additional or return
66
<PAGE> 69
premiums arising from endorsements, cancellations,
audits and retrospective rating plans.
IIA........................ International Insurance Advisors, Inc., a New York
corporation, investment advisors to III.
III........................ International Insurance Investors, L.P., a Bermuda
limited partnership, owner of the Voting Notes.
IP......................... IP Bermuda and IP Delaware, collectively.
IP Bermuda................. Insurance Partners Offshore (Bermuda), L.P., a
Bermuda limited partnership.
IP Delaware................ Insurance Partners, L.P., a Delaware limited
partnership.
IRS........................ Internal Revenue Service.
NAIC....................... National Association of Insurance Commissioners.
Net Premiums Earned........ The portion of net premiums written applicable to
the insurance coverage provided in any particular
accounting period.
Net Premiums Written....... Premiums retained by an insurance company after
deducting premiums on business reinsured with
others.
P&C........................ Property and casualty.
Pac Rim.................... Pac Rim Holding Corporation, and where the context
requires, its subsidiaries including The Pacific
Rim Assurance Company.
Policy Acquisition Costs... Agents' or brokers' commissions, premium taxes,
marketing, underwriting, and other expenses
associated with the production of premium.
Premium in Force........... Premium in force is the sum of the estimated annual
gross written premiums for policies on which the
Company is currently providing workers'
compensation coverage.
Reinsurance................ An agreement whereby an insurer transfers ("cedes")
a portion of the insurance risk to a reinsurer in
exchange for the payment of a premium. Reinsurance
can be effected by "treaties," which automatically
cover all risks of a defined category, amount, and
type, or by "facultative reinsurance," which is
negotiated between an original insurer and the
reinsurer on an individual, contract-by-contract
basis.
REM........................ Risk Enterprise Management Limited, a Delaware
corporation, an affiliate of Zurich.
SEC........................ Securities and Exchange Commission.
Securities Act............. Securities Act of 1933, as amended.
SNIC....................... Superior National Insurance Company, a wholly-owned
insurance subsidiary of SNIG.
SNIG....................... Superior National Insurance Group, Inc., a Delaware
corporation, the holding company of SNIC and SPCC.
SPCC....................... Superior Pacific Casualty Company, a wholly-owned
insurance subsidiary of SNIG.
67
<PAGE> 70
Statutory Accounting
Practices
("SAP").................. An accounting method prescribed or permitted by
state insurance regulators. The more significant
differences from GAAP are: (a) premium income is
taken into operations over the periods covered by
the policies, whereas the related acquisition and
commission costs are expensed when incurred; (b)
deferred income taxes are not recognized; (c)
certain assets such as agents' balances over ninety
days due and prepaid expenses are nonadmitted
assets for statutory reporting purposes; (d)
policyholder dividends are accrued when declared;
(e) the cash flow statement is not consistent with
classifications and the presentation under GAAP;
(f) bonds are recorded at amortized cost,
regardless of trading activities; (g) loss and loss
adjustment expense reserves and unearned premium
reserves are stated net of reinsurance; and (h)
minimum statutory reserves for losses in excess of
the Company's estimates are required.
Superior Pacific........... SNIC and SPCC, the principal operating subsidiaries
of the Company. In addition, "Superior Pacific" is
the trade name under which SNIC and SPCC conduct
business.
Triennial Examination...... A regularly scheduled triennial review of the
operations and financial condition of a regulated
California insurance company by the DOI as required
under various provisions of the California
Insurance Code.
Underwriting............... The process whereby an insurer reviews applications
submitted for insurance coverage, determines
whether it will accept all or part of the coverage
requested, and determines the premiums to be
charged.
Underwriting Expenses...... The aggregate of commissions and other policy
acquisition costs, as well as the portion of
administrative, general, and other expenses
attributable to the underwriting operations.
Underwriting Profit
(Loss)..................... The excess (deficiency) resulting from the
difference between net premiums earned and the sum
of claim and claim adjustment expenses,
underwriting expenses, and policyholder dividends.
Unpaid Claim and Claim
Adjustment Expenses...... An estimate of claims that have occurred, both
reported and unreported (including claim adjustment
expenses), and have been charged against earnings
but remain unpaid.
WCIRB...................... California Workers' Compensation Insurance Rating
Bureau.
ZRNA....................... Zurich Reinsurance (North America), Inc., a
Connecticut corporation, an affiliate of Zurich.
ZCIC....................... Zurich Centre Insurance Company, an affiliate of
Zurich.
Zurich..................... Zurich Reinsurance Centre Holdings, Inc., a
Delaware corporation.
68
<PAGE> 71
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
SUPERIOR NATIONAL INSURANCE GROUP, INC.
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.................. F-1
INDEPENDENT AUDITORS' REPORT................................ F-2
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 1997 and
1996................................................... F-3
Consolidated Statements of Operations for the years ended
December 31, 1997 (restated), 1996 and 1995............ F-4
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 1997, 1996 and 1995... F-5
Consolidated Statements of Cash Flows (restated) for the
years ended December 31, 1997, 1996 and 1995........... F-6
Notes to Consolidated Financial Statements................ F-7
FINANCIAL STATEMENTS SCHEDULES:
Schedule I: Condensed Financial Information of
Registrant, Superior National Insurance
Group, Inc................................... F-32
Schedule II: Valuation and Qualifying Accounts and
Reserves.................................... F-37
Schedule V: Supplemental Insurance Information,
Reinsurance and Supplemental Property and
Casualty Insurance Information............... F-38
</TABLE>
F-1
<PAGE> 72
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Superior National Insurance Group, Inc.:
We have audited the consolidated financial statements of Superior National
Insurance Group, Inc. and subsidiaries as listed in the accompanying index. In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedules as listed in the accompanying
index. These consolidated financial statements and financial statement schedules
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Superior
National Insurance Group, Inc. and subsidiaries as of December 31, 1997 and
1996, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1997, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
As discussed in note 19 to the consolidated financial statements, certain
reclassifications were made to the accompanying consolidated financial
statements that resulted in restatements to amounts previously reported.
KPMG PEAT MARWICK LLP
Los Angeles, California
March 27, 1998, except as to
note 19 which is as
of October 12, 1998
F-2
<PAGE> 73
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
--------- ---------
(IN THOUSANDS, EXCEPT
SHARE DATA)
<S> <C> <C>
ASSETS
Investments:
Bonds and Notes
Available-for-sale, at market (cost: 1997, $203,373;
1996, $46,549)......................................... $205,214 $ 46,330
Equity securities, at market
Common stock (cost: 1997, $1,356; 1996, $1,199)......... 1,526 1,173
Short-term investments, at cost........................... 6,634 67,514
-------- --------
TOTAL INVESTMENTS.................................. 213,374 115,017
Cash and cash equivalents (restricted cash: 1997, $651;
1996, $1,747)............................................. 28,742 34,423
Reinsurance recoverable:
Paid and unpaid claims and claim adjustment expenses...... 53,082 25,274
Premiums receivable (less allowance for doubtful accounts
of $800 in 1997 and $300 in 1996)....................... 24,364 9,390
Earned but unbilled premiums receivable................... 12,524 5,251
Accrued investment income................................. 2,661 1,035
Deferred policy acquisition costs......................... 5,879 3,042
Deferred income taxes..................................... 25,104 9,520
Funds held by reinsurer................................... 5,152 1,948
Receivable from a related party reinsurer................. -- 110,527
Prepaid reinsurance premiums.............................. 1,598 1,039
Goodwill.................................................. 35,887 --
Prepaid and other......................................... 21,106 7,364
-------- --------
TOTAL ASSETS....................................... $429,473 $323,830
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Claims and claim adjustment expenses...................... $201,255 $115,529
Unearned premiums......................................... 12,913 9,702
Reinsurance payable....................................... 3,412 874
Long-term debt............................................ 30 98,961
Policyholder dividends.................................... 1,370 --
Capital lease obligation.................................. 7,626 --
Discontinued operations liability......................... 12,904 17,261
Accounts payable and other liabilities.................... 28,868 12,741
-------- --------
TOTAL LIABILITIES.................................. 268,378 255,068
1994 PREFERRED SECURITIES ISSUED BY AFFILIATE; authorized
1,100,000 shares; issued and outstanding 1,013,753 shares
in 1996................................................... -- 23,571
COMPANY-OBLIGATED TRUST PREFERRED SECURITIES OF SUBSIDIARY
TRUST HOLDING SOLELY SENIOR SUBORDINATED NOTES OF SNIG;
$1,000 face per share; issued and outstanding 105,000
shares in 1997............................................ 101,277 --
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value; authorized 25,000,000 shares;
issued and outstanding 5,871,279 shares in 1997 and
3,446,492 shares in 1996.................................. 59 34
Paid-in capital excess of par............................... 34,242 15,988
Unrealized (loss) gain on investments, net of taxes......... 1,327 (162)
Paid-in capital -- warrants................................. 2,206 2,206
Retained earnings........................................... 21,984 27,125
-------- --------
NET STOCKHOLDERS' EQUITY........................... 59,818 45,191
-------- --------
TOTAL LIABILITIES, PREFERRED SECURITIES AND NET
STOCKHOLDERS' EQUITY.............................. $429,473 $323,830
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 74
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
-------- ------- -------
<S> <C> <C> <C>
(RESTATED)
<CAPTION>
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C> <C>
REVENUES:
Premiums written, net of reinsurance ceded................ $136,929 $87,715 $89,139
Net change in unearned premiums........................... 3,991 933 596
-------- ------- -------
Net premiums earned....................................... 140,920 88,648 89,735
Net investment income..................................... 12,674 7,769 9,784
-------- ------- -------
TOTAL REVENUES...................................... 153,594 96,417 99,519
-------- ------- -------
EXPENSES:
Claims and claim adjustment, net of reinsurance recoveries
of $32,383, $6,064 and $2,418 in 1997, 1996 and 1995
respectively............................................ 90,447 55,638 53,970
Commissions, net of reinsurance ceding commissions of
$4,868, $2,030 and $1,350 in 1997, 1996 and 1995
respectively............................................ 13,838 10,426 11,881
Policyholder dividends.................................... -- (5,927) (5,742)
Interest.................................................. 6,335 7,527 9,619
General and administrative
Underwriting............................................ 23,857 23,712 17,566
Loss on termination of financing transaction with a
related party reinsurer................................ 15,699 -- --
Other................................................... 817 (186) 536
Goodwill................................................ 1,039 -- --
-------- ------- -------
TOTAL EXPENSES...................................... 152,032 91,190 87,830
-------- ------- -------
Income before income taxes, preferred securities dividends
and accretion, discontinued operations, and extraordinary
items..................................................... 1,562 5,227 11,689
Income tax expense (benefit)................................ 1,099 1,597 (12)
-------- ------- -------
Income before preferred securities dividends and accretion,
discontinued operations and extraordinary items........... 463 3,630 11,701
Preferred Securities dividends and accretion, net of income
tax benefit of $1,260, $858 and $767 in 1997, 1996 and
1995 respectively......................................... (2,445) (1,667) (1,488)
Trust Preferred Securities dividends and accretion, net of
income tax benefit of $321 in 1997........................ (624) -- --
Loss from operations of discontinued property and casualty
operations, net of income tax benefit of $5,070 in 1995... -- -- (9,842)
Extraordinary loss on retirement of long-term debt, net of
income tax benefit of $762................................ (1,480) -- --
Extraordinary loss on redemption of Pac Rim's outstanding
debentures, net of income tax benefit of $327............. (635) -- --
Extraordinary loss on retirement of preferred securities,
net of income tax benefit of $134......................... (259) -- --
Extraordinary loss on early retirement of Imperial Bank loan
net of income tax benefit of $83.......................... (161) -- --
-------- ------- -------
NET (LOSS) INCOME................................... $ (5,141) $ 1,963 $ 371
======== ======= =======
BASIC EARNINGS PER SHARE:
Income before preferred securities dividends and
accretion, and extraordinary items...................... $ 0.09 $ 1.06 $ 3.41
Preferred securities dividends and accretion.............. (0.58) (0.49) (0.43)
Discontinued operations................................... -- -- (2.87)
Extraordinary items....................................... (0.49) -- --
-------- ------- -------
NET (LOSS) INCOME................................... $ (0.98) $ 0.57 $ 0.11
======== ======= =======
DILUTED EARNINGS PER SHARE:
Income before preferred securities dividends and
accretion, and extraordinary items...................... $ 0.07 $ 0.75 $ 2.97
Preferred securities dividends and accretion.............. (0.44) (0.34) (0.38)
Discontinued operations................................... -- -- (2.50)
Extraordinary items....................................... (0.37) -- --
-------- ------- -------
NET INCOME.......................................... $ (0.74) $ 0.41 $ 0.09
======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 75
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
NET
UNREALIZED UNREALIZED
COMMON STOCK GAIN GAIN (LOSS)
-------------------- (LOSS) ON AVAILABLE- PAID IN TOTAL
SHARES $.01 PAR ON EQUITY FOR-SALE CAPITAL -- RETAINED STOCKHOLDERS'
ISSUED VALUE SECURITIES INVESTMENTS WARRANTS EARNINGS EQUITY
--------- -------- ---------- ------------- ---------- -------- -------------
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1994..................... 3,429,873 $15,941 -- $(2,574) $2,206 $24,791 $40,364
Net Income................. -- -- -- -- -- 371 371
Unrealized gain on equity
securities............... -- -- 2 -- -- -- 2
Change in unrealized loss
on available-for-sale
investments, net of
taxes.................... -- -- -- 2,741 -- -- 2,741
Stock issued under stock
option plan.............. 500 2 -- -- -- -- 2
--------- ------- ---- ------- ------ ------- -------
Balance at December 31,
1995..................... 3,430,373 15,943 2 167 2,206 25,162 43,480
--------- ------- ---- ------- ------ ------- -------
Net Income................. -- -- -- -- -- 1,963 1,963
Unrealized gain on equity
securities............... -- -- (19) -- -- -- (19)
Change in unrealized loss
on available-for-sale
investments, net of
taxes.................... -- -- -- (312) -- -- (312)
Stock issued under a stock
option plan.............. 3,100 12 -- -- -- -- 12
Common stock issued under a
stock incentive plan..... 13,019 67 -- -- -- -- 67
--------- ------- ---- ------- ------ ------- -------
Balance at December 31,
1996..................... 3,446,492 16,022 (17) (145) 2,206 27,125 45,191
--------- ------- ---- ------- ------ ------- -------
Net Loss................... -- -- -- -- -- (5,141) (5,141)
Unrealized gain on equity
securities............... -- -- 129 -- -- -- 129
Change in unrealized gain
on available-for-sale
investments, net of
taxes.................... -- -- -- 1,360 -- -- 1,360
Common stock issued........ 2,390,438 18,000 -- -- -- -- 18,000
Stock issued under a stock
option plan.............. 22,127 105 -- -- -- -- 105
Common stock issued under a
stock incentive plan..... 12,222 174 -- -- -- -- 174
--------- ------- ---- ------- ------ ------- -------
Balance at December 31,
1997..................... 5,871,279 $34,301 $112 $ 1,215 $2,206 $21,984 $59,818
========= ======= ==== ======= ====== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 76
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS AS RESTATED
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income......................................... $ (5,141) $ 1,963 $ 371
-------- -------- ---------
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Amortization of bonds and preferred stock............... (1,073) (1,581) (3,575)
Amortization of long-term debt.......................... 68 -- --
Loss/(gain) on sale of investments...................... 98 (31) 525
Gain on sale of Centre Re investments................... -- (2,036) (4,891)
Amortization of goodwill................................ 1,039 -- --
Loss on termination of financing transaction with a
related party reinsurer................................ 15,699 -- --
Extraordinary loss...................................... 2,535 -- --
Interest expense on long-term debt...................... 3,581 -- --
Preferred securities dividends and accretion............ 3,069 2,526 2,255
(Increase) decrease in reinsurance balances
receivable............................................. (23,789) 14,339 28,516
Decrease (increase) in investments withheld from a
related party reinsurer................................ -- 117,980 (13,339)
(Increase) decrease in premiums receivable.............. (1,848) 2,184 6,901
(Increase) decrease in earned but unbilled premiums
receivable............................................. (3,131) (2,101) 3,336
(Increase) decrease in accrued investment income........ (986) 792 (491)
(Increase) decrease in deferred policy acquisition
costs.................................................. (2,837) (262) 125
Decrease in income taxes receivable..................... -- -- 1,721
Decrease (increase) in deferred taxes................... 1,095 735 (5,853)
Increase in funds held by reinsurer..................... (3,204) (976) (972)
Increase in receivable from a related party reinsurer... -- (110,527) --
Increase in prepaid reinsurance premiums................ (2,406) (287) (88)
Decrease (increase) in other assets..................... 1,637 (1,287) (1,413)
Decrease in claims and claim adjustment expense
reserves............................................... (24,523) (25,966) (29,763)
Decrease in unearned premium reserves................... (3,648) (645) (508)
Increase (decrease) in reinsurance payable.............. 2,538 504 (2,835)
Decrease in policyholder dividends payable.............. -- (8,094) (10,970)
Decrease in discontinued operations..................... -- -- (4,223)
(Decrease) increase in accounts payable and other
liabilities............................................ (11,143) 5,321 (1,994)
-------- -------- ---------
Total adjustments....................................... (47,229) (9,412) (37,536)
-------- -------- ---------
Net cash (used in) provided by operating
activities.......................................... (52,370) (7,449) (37,165)
-------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Paid-in-capital -- stock options taken.................. 279 79 2
Proceeds from issuance of common stock.................. 18,000 -- --
Proceeds from Trust Preferred Securities net of $3.7
million issuance....................................... 101,272 -- --
Long-term debt -- Chase Manhattan Bank.................. 41,257 -- --
Retirement of long-term debt -- Chase Manhattan Bank.... (44,000) -- --
Retirement of 1994 Preferred Securities................. (27,668) -- --
Retirement of long-term debt............................ (7,250) (1,250) (1,200)
Prepayment penalty on long-term debt.................... (244) -- --
Retirement of long-term debt -- Chase financing......... -- (1,410) --
Proceeds from Chase Financing........................... -- 93,091 --
-------- -------- ---------
Net cash provided by (used in) financing
activities.......................................... 81,646 90,510 (1,198)
-------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of bonds and notes:
Investments available-for-sale.......................... (226,749) (43,257) (4,611)
Purchases of common stock................................. (1,496) (513) (680)
Purchase of Pacific Rim Holding Company................... (44,016) -- --
Investments and cash for discontinued operations.......... (4,357) 17,261 (1,581)
Sales of bonds and notes: Investments
available-for-sale...................................... 109,082 25,343 17,643
Maturities of bonds and notes:
Investments held-to-maturity............................ -- -- 2,250
Investments available-for-sale.......................... 15,042 12,771 3,035
Sales of equity securities................................ 1,197 -- --
Net decrease in short-term investment..................... 116,340 (66,431) 25,962
-------- -------- ---------
Net cash (used in) provided by investing activities....... (34,957) (54,826) 42,018
-------- -------- ---------
Net (decrease) increase in cash........................... (5,681) 28,235 3,655
Cash and cash equivalents at beginning of period.......... 34,423 6,188 2,533
-------- -------- ---------
Cash and cash equivalents at end of period................ $ 28,742 $ 34,423 $ 6,188
======== ======== =========
Supplemental disclosure of cash flow information:
Cash paid during the year for income taxes.............. $ 4 $ 4 $ 4
======== ======== =========
Cash paid during the year for interest.................. $ 2,803 $ 641 $ 808
======== ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 77
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Superior
National Insurance Group, Inc. ("SNIG") and all subsidiaries (together with
SNIG, the "Company"). The Company's principal insurance subsidiaries
(collectively referred to as "Superior Pacific"), Superior National Insurance
Company ("SNIC") and Superior Pacific Casualty Company ("SPCC"), are licensed to
write workers' compensation insurance and commercial property and casualty
insurance in 20 states and the District of Columbia.
During the third quarter of 1993, the Company adopted a plan to discontinue
underwriting commercial property and casualty risks. Earned premiums reported in
1997, 1996, and 1995 reflect workers' compensation premiums from policies that
were primarily located in California.
The Company's consolidated financial statements have been prepared on the
basis of generally accepted accounting principles that vary in certain respects
from accounting practices prescribed or permitted by state insurance regulatory
authorities. The results of all significant intercompany transactions have been
eliminated.
Certain reclassifications have been made to prior year financial statements
to conform to the 1997 presentation.
Acquisition
On April 11, 1997, the Company acquired all of the outstanding stock of Pac
Rim Holding Corporation ("Pac Rim") for aggregate consideration of $42.0 million
in cash. This consideration resulted in payments of $20.0 million to Pac Rim
stockholders, $20.0 million to Pac Rim's convertible debenture holders, and $2.0
million to Pac Rim's warrant and option holders. In addition, the Company
incurred $2.0 million in transaction fees and related expenses. The Company
financed the acquisition of Pac Rim through a $44.0 million term loan and the
sale of $18 million of newly issued shares of common stock. The term loan was
subsequently retired from funds raised from the sale of $105 million of 10.75%
Trust Preferred Securities. As a result of the term loan's being retired, the
Company recorded an extraordinary loss, net of federal income taxes, of $1.5
million.
The transaction resulted in $36.9 million in goodwill that is being
amortized on a straight line basis over 27.5 years. The transaction was
accounted for using the purchase method and the results of operations since the
date of the acquisition have been included in operations. The transaction's
designated accounting effective date is April 1, 1997.
The balance sheet of Pac Rim at the acquisition date included the following
assets: investments of $105,913, cash of $2,627, receivables of $17,268, and
other assets of $22,272. Liabilities assumed in the acquisition included
unearned premiums of $6,859, claims and claim adjustment expense reserves of
$107,743, and other liabilities of $32,289.
F-7
<PAGE> 78
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The unaudited pro forma condensed consolidated results of operations
presented below assume the transaction occurred had the acquisition taken place
at the beginning of each period presented.
<TABLE>
<CAPTION>
PRO FORMA RESULTS FOR THE YEAR
ENDED DECEMBER 31,
-------------------------------
1997 1996
------------ ------------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Revenues.................................................... $174,550 $187,732
Loss before income taxes, preferred securities dividends and
accretion, and extraordinary items........................ $ (253) $(18,620)
Net (loss).................................................. $(23,280) $(23,226)
Basic earnings per share.................................... $ (4.43) $ (3.01)
Diluted earnings per share.................................. $ (3.32) $ (2.55)
</TABLE>
These unaudited pro forma results are not necessarily indicative of the
results of operations that would have occurred had the acquisition taken place
at the beginning of each period or of future operations of the combined
companies.
Reverse Stock Split
Effective May 25, 1995, shareholders of SNIG approved a four-into-one
reverse split of SNIG's common stock. The purpose of the reverse split was to
increase the per-share price of the SNIG common stock in order to enhance public
trading of the common stock upon the effectiveness of the Company's registration
with the Securities and Exchange Commission. Consequently, the shares of common
stock and stock options information included in the accompanying consolidated
financial statements were prepared assuming the reverse stock split had been
outstanding at the beginning of all periods presented.
Cash and Cash Equivalents and Short-term Investments
Cash includes currency on hand and demand deposits with financial
institutions. Short-term investments represents short-term, highly liquid
investments, with an original maturity date of less than a year and greater than
90 days. Short-term investments is carried at cost, which approximates market.
Investments
Investments in debt instruments consist primarily of bonds and
collateralized mortgage obligations. Debt instruments and equities are
classified as (i) "held-to-maturity" (carried at amortized cost); (ii) "trading"
(carried at market with differences between cost and market being reflected in
the results of operations); or (iii) if not otherwise classified, as
"available-for-sale" (carried at market with differences between cost and market
being reflected as a separate component of stockholders' equity, net of
applicable income tax effect). The premiums and discounts on fixed maturities
and collateralized mortgage obligations are amortized using the interest method.
Amortization and accretion of premiums and discounts on collateralized mortgage
obligations are adjusted for principal paydowns and changes in expected
maturities. Current market values of investments are obtained from published
sources. Declines in market value that are considered other than temporary are
charged to operations.
The Company does not own any investments that qualify as derivatives as
defined by Statement of Financial Accounting Standard No. 119, "Disclosure About
Derivative Financial Investments and Fair Value of Financial Investments."
Securities not designated as held-to-maturity have been designated as available-
for-sale. The Company did not have any investments categorized as trading
securities. For determining realized gains or losses on securities sold, cost is
based on average cost.
F-8
<PAGE> 79
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Investments in equity securities are carried at fair value. Unrealized
gains or losses on equity securities are reflected, net of applicable tax, in
stockholders' equity.
Premiums Receivable
Superior Pacific records premiums receivable for both billed and unbilled
amounts. Unbilled premiums receivable, which are substantially all earned,
primarily represent Superior Pacific's estimate of the difference between
amounts billed on installment policies and the amount to be ultimately billed on
the policy. Unbilled premiums receivable also include estimated billings on
payroll reporting policies which were earned but not billed prior to year end.
Superior Pacific uses its historical experience to estimate earned but unbilled
amounts which are recorded as premiums receivable. These unbilled amounts are
estimates, and while the Company believes such amounts are reasonable, there can
be no assurance that the ultimate amounts received will equal the recorded
unbilled amounts.
The ultimate collectability of the unbilled receivables can be affected to
a greater degree by general changes in the economy and the regulatory
environment than billed receivables due to the increased time required to
determine the billable amount. The Company attempts to consider these factors
when estimating the receivable for unbilled premiums.
Deferred Policy Acquisition Costs
Acquisition costs, consisting principally of commissions, premium taxes,
and certain marketing, loss control, policy issuance, and underwriting costs
related to the production of SNIC's workers' compensation business, are deferred
and amortized ratably over the terms of the policies. If recoverability of such
costs is not anticipated, the amounts not considered recoverable are charged to
income. In determining estimated recoverability, the computation gives effect to
the premium to be earned, related investment income, claims and claim adjustment
expenses, and certain other costs expected to be incurred as the premium is
earned.
Policy acquisition costs incurred and amortized into income are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Balance at beginning of year....................... $ 3,042 $ 2,780 $ 2,905
Cost deferred during the year...................... 22,814 17,132 18,163
Amortization charged to expense.................... (19,977) (16,870) (18,288)
-------- -------- --------
Balance at end of year............................. $ 5,879 $ 3,042 $ 2,780
======== ======== ========
</TABLE>
Claims and Claim Adjustment Expenses
Claims and claim adjustment expenses are based on case-basis estimates of
reported claims and on estimates, based on experience and industry data, for
unreported claims and claim adjustment expenses. The provision for unpaid claims
and claim adjustment expenses, net of estimated salvage and subrogation, has
been established to cover the estimated net cost of incurred claims. The amounts
are necessarily based on estimates, and accordingly, there can be no assurance
the ultimate liability will not differ from such estimates.
There is a high level of uncertainty inherent in the evaluation of the
required claims and claim adjustment expense reserves. Management has selected
ultimate claim and claim adjustment expenses that it believes will reasonably
reflect anticipated ultimate experience. The ultimate costs of such claims are
dependent upon future events, the outcomes of which are affected by many
factors. Claims reserving procedures and settlement philosophy, current and
perceived social and economic factors, inflation, current and future court
rulings and jury attitudes, and many other economic, scientific, legal,
political, and social factors all can have significant effects on the ultimate
costs of claims.
Changes in Company operations and management philosophy also may cause
actual developments to vary from the past. The adoption of new data processing
systems, shifts to underwriting more or less hazardous
F-9
<PAGE> 80
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
risk classifications, the hiring of new claims personnel, changes in claims
servicing vendors and third party administrators, may all change rates of
reserve development, payments, and claims closings, increasing or decreasing
claims severity and closing rates.
Policyholder Dividends
Prior to the inception of open rating in January 1995, policyholder
dividends served both as an economic incentive to employers for safe operations
and as a means of price differentiation; however, since open rating, the
consumer's preference has been for the lowest net price at a policy's inception.
This is evidenced by the decline in participating policies written by Superior
Pacific as a percent of total policies from 24% of workers' compensation
premiums in force at December 31, 1995 to 1% at December 31, 1996. A small
increase in the percentage of participating policies to 3% at December 31, 1997
is attributable to policies written in Arizona. In 1995, as a result of the
diminishing value of policyholder dividends, Superior Pacific's management
declared a moratorium in the payment of policyholder dividends. In December
1996, the Company discontinued policyholder dividend payments. Estimated amounts
to be returned to policyholders were accrued when the related premium was earned
by Superior Pacific. Dividends were paid to the extent that a surplus was
accumulated from premiums on workers' compensation policies.
Premium Income Recognition
Insurance premiums are earned ratably over the terms of the policies.
Unearned premiums are computed on a daily pro-rata basis.
Income Taxes
The Company files a consolidated Federal income tax return which includes
all qualifying subsidiaries.
Deferred income taxes are provided for temporary differences between
financial statement and tax return bases using the asset and liability method,
in accordance with Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS 109"). Under the asset and liability
method, deferred taxes are measured using enacted tax rates in effect for the
year in which those temporary differences are expected to be settled. Tax rate
changes are accounted for in the year in which the tax law is enacted.
Earnings per Share ("EPS")
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 128, "Earnings per Share", which
requires presentation of basic and diluted earnings per share for all publicly
traded companies effective for fiscal years ending after December 15, 1997. Note
16 contains the required disclosures which make up the calculation of basic and
diluted earnings per share. The required restatement of prior years earnings per
share reflect an immaterial difference.
Property, Equipment, Leasehold Improvements and Assets Under Capital Lease
Property, equipment, and leasehold improvements are stated at cost, net of
accumulated depreciation and amortization. The accumulated depreciation and
amortization as of December 31, 1997 and 1996 was $2,207 and $4,289
respectively. Depreciation and amortization are provided principally on the
straight-line method over the estimated useful lives of the assets, or, if less,
the term of the lease. Property, equipment, and leasehold improvements are
included as a component of "Prepaid and other assets" on the consolidated
balance sheets.
Use of Management Estimations
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts of assets, liabilities, and
F-10
<PAGE> 81
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
disclosures of contingent assets and liabilities at the date of the financial
statements. The Company has provided such estimates for its workers'
compensation claims and claim adjustment expenses; discontinued operations;
policyholder dividends; earned but unbilled premiums; and deferred tax balances
in its financial statements. While these estimates are based upon analyses
performed by management, outside consultants, and actuaries, the amounts the
Company will ultimately pay may differ materially from the amounts presently
estimated.
Stock-Based Compensation
The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB 25") and Related
Interpretations in accounting for its employee stock options.
Business Relationships with Related Parties
In April 1997, Insurance Partners, L.P. ("IP Delaware") and Insurance
Partners (Offshore) Bermuda, L.P. ("IP Bermuda" and, together with IP Delaware,
"IP") purchased 2,124,834 shares of Common Stock at $7.53 per share, for an
aggregate purchase price of $16.0 million. As a result of this purchase, IP owns
approximately 36.2% of the outstanding Common Stock (approximately 24.8% on a
fully diluted basis). Certain affiliates of Zurich Reinsurance Centre Holdings
LLC ("Zurich") are limited partners of IP Delaware and IP Bermuda and hold
approximately 23% of the limited partnership interests in those partnerships on
an aggregate basis (representing an aggregate, indirect ownership by such
affiliates of approximately 5.7% of the Common Stock on a fully diluted basis).
In March 1992, the Company issued warrants (the "Warrants") to purchase
1,616,886 shares of Common Stock in connection with the sale of its 14.5% Senior
Subordinated promissory notes in an aggregate principal amount of $11.0 million,
which notes have since been redeemed. The Warrants are exercisable at $4.00 per
share and expire April 1, 2002. International Insurance Investors, L.P. ("III")
purchased 1,474,306 of the Warrants (which have since been distributed to III's
partners), 1,243,332 of which are subject to a revocable agency relationship
with International Insurance Advisors, Inc. ("IIA"), pursuant to which IIA
exercises the voting or consent rights of such Warrants and the underlying
shares of Common Stock. Management acquired the remaining 142,580 Warrants.
Centre Solutions (Bermuda) Limited ("Centre Solutions"), an affiliate of Zurich,
holds 395,128 of the Warrants (subject to the revocable agency relationship with
IIA), representing approximately 4.6% of the Common Stock on a fully diluted
basis. As of December 31, 1997, Warrants to purchase 1,566,465 shares of Common
Stock were outstanding, as Warrants to purchase 50,421 shares of Common Stock
held by management have since been retired upon the termination of their
employment with the Company.
In June 1994, in connection with a $20.0 million investment in the Company
(and its affiliate, Superior National Capital, L.P.) by CentreLine Reinsurance
Limited ("Centre Line"), an affiliate of Zurich, the Company issued to
CentreLine a warrant to purchase 579,356 shares of Common Stock at an exercise
price of $5.20 per share, which expires April 1, 2002. These warrants represent
approximately 6.8% of the Common Stock on a fully diluted basis.
F-11
<PAGE> 82
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(2) INVESTMENTS
The amortized cost and market values of bonds and notes classified as
available-for-sale at December 31, 1997 are as follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Available-for-sale:
United States government agencies and
authorities........................ $ 89,884 $ 420 $(207) $ 90,097
Collateralized mortgage obligations... 72,478 1,100 (97) 73,481
Corporate instruments................. 41,011 657 (32) 41,636
State and political subdivisions...... -- -- -- --
-------- ------ ----- --------
Total available-for-sale.............. $203,373 $2,177 $(336) $205,214
======== ====== ===== ========
</TABLE>
The market values of equity securities as of December 31, 1997 are as
follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ------
<S> <C> <C> <C> <C>
Equity Securities:
Corporate Instruments................... $1,356 $171 $(1) $1,526
------ ---- --- ------
Total Equity Securities................. $1,356 $171 $(1) $1,526
====== ==== === ======
</TABLE>
The amortized cost and estimated market values of investments classified as
available for sale at December 31, 1997 by contractual maturity are shown below.
Expected maturities are likely to differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
penalty. Mortgage-backed securities are included based upon the expected payout
pattern and duration of the fixed income security. Changes in interest rates,
investor expectations, and political agendas could cause the ultimate payout
pattern to differ.
<TABLE>
<CAPTION>
AVAILABLE FOR SALE
---------------------
AMORTIZED FAIR
COST VALUE
--------- --------
<S> <C> <C>
Due in one year or less..................................... $ 25,044 $ 25,086
Due after one year through five years....................... 44,254 44,710
Due after five years through ten years...................... 42,101 42,776
Due after ten years......................................... 91,974 92,642
-------- --------
Total....................................................... $203,373 $205,214
======== ========
</TABLE>
F-12
<PAGE> 83
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The amortized cost and market values of bonds and notes classified as
available for sale at December 31, 1996 are as follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
<S> <C> <C> <C> <C>
Available-for-sale:
United States government agencies and
authorities......................... $22,596 $ 62 $(174) $22,484
Collateralized mortgage obligations.... 12,989 -- (134) 12,855
Corporate instruments.................. 9,864 23 (20) 9,867
State and political subdivisions....... 1,100 24 -- 1,124
------- ---- ----- -------
Total available-for-sale............... $46,549 $109 $(328) $46,330
======= ==== ===== =======
</TABLE>
The market value of equity securities as of December 31, 1996 are as
follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ------
<S> <C> <C> <C> <C>
Equity Securities:
Corporate Instruments................... $1,199 $73 $(99) $1,173
------ --- ---- ------
Total Equity Securities................. $1,199 $73 $(99) $1,173
====== === ==== ======
</TABLE>
A summary of net investment income for the years ended December 31, are as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
------- ------ -------
<S> <C> <C> <C>
Interest on bonds and notes............................ $ 9,124 $6,628 $ 9,310
Interest on short-term investments, cash and cash
equivalents.......................................... 4,068 1,609 1,297
Realized gains (losses)................................ 44 31 (525)
Other.................................................. 190 -- --
------- ------ -------
Total investment income................................ 13,426 8,268 10,082
Investment expense..................................... (752) (499) (298)
------- ------ -------
Net investment income.................................. $12,674 $7,769 $ 9,784
======= ====== =======
</TABLE>
Realized gains (losses) on investments for the years ended December 31, are
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- -----
<S> <C> <C> <C>
Bonds and notes............................................. $44 $31 $(525)
Equity securities........................................... -- -- --
--- --- -----
Total....................................................... $44 $31 $(525)
=== === =====
</TABLE>
The changes in unrealized gains (losses) on debt instruments held as
available-for-sale and equity security investments at December 31, are as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
------ ----- ------
<S> <C> <C> <C>
Bonds and notes........................................... $2,060 $(472) $4,154
Equity securities......................................... 196 (29) 2
------ ----- ------
Total..................................................... $2,256 $(501) $4,156
====== ===== ======
</TABLE>
Proceeds from sales of bonds and notes held as available-for-sale for the
years ended December 31, 1997, 1996, and 1995 were $109,082, $25,343, and
$17,643, respectively. Gross gains of $176 and gross losses of
F-13
<PAGE> 84
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$132 were realized on those sales in 1997. Gross gains of $44 and gross losses
of $13 were realized on those sales in 1996. Gross gains of $4 and gross losses
of $529 were realized on those sales in 1995.
Bonds and other securities with a market value of $180,447 at December 31,
1997, $127,112 at December 31, 1996 and $143,462 at December 31, 1995, were on
deposit with various insurance regulatory authorities.
(3) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table represents the carrying amounts and estimated fair
values of the Company's financial liabilities at December 31, 1997 and 1996.
Statement of Financial Accounting Standard No. 107, "Disclosure about Fair Value
of Financial Instruments," ("SFAS 107") defines the fair value of a financial
instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties. Fair values with respect to investments are
presented in Note (2) and the fair value of all other investments approximates
their fair value.
The carrying amounts shown in the table below are included in the
Consolidated Balance Sheet under the indicated options:
<TABLE>
<CAPTION>
1997 1996
-------------------- -------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Financial liabilities:
Chase financing agreement................. $ -- $ -- $91,681 $91,374
Imperial Bank debt........................ $ -- $ -- $ 7,250 $ 7,541
1994 Preferred Securities issued by
affiliate............................... $ -- $ -- $23,571 $19,998
Trust Preferred Securities issued by
affiliate............................... $101,277 $104,990 $ -- $ --
</TABLE>
Fair value is estimated based on the quoted market prices for similar
issues or by discounting expected cash flows at the rates currently offered to
the Company for debt of the same remaining maturities. However, there can be no
assurances that in the event the assets and liabilities would be required to be
liquidated that the amounts received or due would be the amounts reflected
herein.
F-14
<PAGE> 85
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(4) CLAIM AND CLAIM ADJUSTMENT EXPENSE RESERVES
The activity in the claim and claim adjustment expense reserve account is
summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
-------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Beginning reserve, gross of reinsurance............ $115,529 $141,495 $171,258
Less: Reinsurance recoverable on unpaid losses..... 24,986 27,076 31,897
-------- -------- --------
Beginning reserve, net of reinsurance.............. 90,543 114,419 139,361
Pac Rim reserves at acquisition.................... 104,588 -- --
Provision for net claims and claim adjustment
expenses
For claims occurring in current year............. 95,826 57,614 58,842
For claims occurring in prior years.............. (5,379) (1,976) (4,872)
-------- -------- --------
Total claims and claim adjustment expenses....... 90,447 55,638 53,970
-------- -------- --------
Payments for net claims and claim adjustment
expense:
Attributable to insured events incurred in
current year.................................. (37,945) (19,816) (19,732)
Attributable to insured events incurred in prior
years......................................... (95,533) (59,698) (59,180)
-------- -------- --------
Total claims and claim adjustment expense
payments...................................... (133,478) (79,514) (78,912)
-------- -------- --------
Ending reserves, net of reinsurance................ 152,100 90,543 114,419
Reinsurance recoverable on unpaid losses........... 49,155 24,986 27,076
-------- -------- --------
Ending reserves, gross of reinsurance.............. $201,255 $115,529 $141,495
======== ======== ========
</TABLE>
During 1997, the Company continued to experience decreased frequency of
claims and at the same time experienced an increase in claims severity for
accident years 1995 and thereafter. The Company's net claim and claim adjustment
expense ratio for accident year 1997, at the end of calendar year 1997, was
68.0%, versus 65.0% and 65.6% for accident years 1996 and 1995, at their
respective calendar year ends.
In 1997, the Company experienced approximately $5.4 million in favorable
development on net claim and claim adjustment expense reserves estimated at
December 31, 1996. This $5.4 million favorable development is the result of a
$10.8 million favorable development on ceded reserves for accident years 1996
and prior. The $10.8 million favorable development on ceded reserves is
attributable to SPCC and due to the post-acquisition review of all open claim
files and the subsequent adjustment to reserves, which caused many claims to
have incurred claim and claim adjustment expenses in excess of the retention on
SPCC's reinsurance treaties. The $10.8 million favorable development is offset
by a $5.4 million adverse development on direct reserves attributable to the
accident years 1995 and 1996.
In 1996, the Company experienced approximately $2.0 million in favorable
development on net claims and claim adjustment expense reserves estimated at
December 31, 1995. This $2.0 million favorable development is the result of $8.4
million in favorable development on direct reserves for accident years 1994 and
prior. The favorable development was offset in part by $4.1 million adverse
development on direct reserves for accident year 1995, and $2.3 million adverse
development on ceded reserves for accident years 1995 and prior. The Company's
1995 accident year net claims and claim adjustment expense ratio for accident
year 1995 at the end of calendar year 1995 was 65.6%, verses 74.6% at the end of
the 1996 calendar year. Offsetting the favorable development in large part was
the re-estimation during 1995 of reinsurance receivables recorded at December
31, 1994, from approximately $66.2 million to approximately $59.9 million at
December 31, 1995.
F-15
<PAGE> 86
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
During 1995, the Company experienced approximately $8.6 million of
favorable development on direct claim and claim adjustment expense reserves
estimated at December 31, 1994. Management believes the favorable development
resulted from the Company's improved claims management controls and decreased
claim severity, particularly in the medical component of the workers'
compensation line.
(5) DISCONTINUED OPERATIONS
During the third quarter of 1993, the Company adopted a plan to discontinue
underwriting commercial property and casualty risks. As a result, the Company
recorded a pre-tax charge to income of $2,991 for estimated operating losses
during the phase-out period.
During the second quarter of 1995, the Company increased its reserves by
approximately $15 million for discontinued operations for accident years 1994
and prior. This increase in claims and claim adjustment expense reserves from
the original estimate at the measurement date resulted from increased frequency
and severity of claims incurred from those years relative to previous
expectations, which in turn caused an increase in the estimated ultimate claims
and claim adjustment expense reserves related to 1994 and prior years.
At December 31, 1997 and 1996, liabilities of discontinued operations
relating to unpaid claim and claim adjustment expenses, off-set by certain
assets, have been reclassified in the balance sheet. Management estimates the
discontinued operations will be "run off" by the year 2000. The assets and
liabilities of discontinued operations are summarized below.
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1996
------- -------
<S> <C> <C>
Assets:
Reinsurance recoverables.................................. $ 5,937 $ 8,604
------- -------
Total Assets...................................... $ 5,937 $ 8,604
======= =======
Liabilities:
Claims and claim adjustment expense reserves.............. $18,686 $25,466
Other liabilities......................................... 155 399
------- -------
Total Liabilities................................. $18,841 $25,865
======= =======
</TABLE>
(6) INCOME TAXES
Total income tax expense (benefit) for the years ended December 31, 1997,
1996, and 1995 was allocated as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------- ------ -------
<S> <C> <C> <C>
Continuing operations.................................. $ 1,099 $1,597 $ (12)
Dividend accrued on preferred securities............... (1,581) (858) (767)
Discontinued operations................................ -- -- (5,070)
Extraordinary items.................................... (1,305) -- --
------- ------ -------
Total........................................ $(1,787) $ 739 $(5,849)
======= ====== =======
</TABLE>
F-16
<PAGE> 87
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Income tax expense (benefit) from continuing operations for the years ended
December 31, 1997, 1996, and 1995 is composed of the following amounts:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ----
<S> <C> <C> <C>
Current.................................................... $ 4 $ 4 $ 4
Deferred................................................... 1,095 1,593 (16)
------ ------ ----
Total............................................ $1,099 $1,597 $(12)
====== ====== ====
</TABLE>
Taxes computed at the statutory rate of 34% varied from the amounts
reported in the consolidated statements of income at December 31, as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ -------
<S> <C> <C> <C>
Income taxes at statutory rates......................... $ 531 $1,777 $ 3,974
Effect of tax-exempt interest........................... (10) (22) (15)
Effect of meals and entertainment....................... 42 38 38
Effect of goodwill amortization......................... 353 -- --
Research and development credit......................... 179 (200) --
Change in valuation allowance for tax assets............ -- -- (4,013)
Other................................................... 4 4 4
------ ------ -------
Total......................................... $1,099 $1,597 $ (12)
====== ====== =======
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, are
presented below:
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Deferred tax assets:
Original issue discount................................... $ -- $ 5,764
Net operating loss carryforward........................... 43,918 29,062
Alternate minimum tax credit carryforward................. 1,035 701
Loss reserve discounting.................................. 7,787 --
Unearned premium liability................................ 878 660
Policyholder dividends.................................... 466 --
Deferred gain on capital lease............................ 546 --
Unrealized loss on available-for-sale securities.......... -- 84
Research and development credit........................... 21 200
Other..................................................... 403 281
-------- --------
Total gross deferred tax assets........................... 55,054 36,752
Less: Valuation allowance................................. (8,129) --
-------- --------
Total............................................. 46,925 36,752
-------- --------
Deferred tax liabilities:
Loss reserves............................................. -- (9,139)
Discontinued operations................................... (3,039) (1,245)
Reinsurance experience refunds............................ (15,300) (15,300)
Deferred acquisition costs................................ (1,999) (1,034)
Direct collection allowance............................... (799) (510)
Unrealized gain on available-for-sale investments......... (684) --
Reinsurance payable....................................... -- (4)
-------- --------
Total gross deferred tax liabilities...................... (21,821) (27,232)
-------- --------
Net deferred tax asset................................. 25,104 9,520
======== ========
</TABLE>
F-17
<PAGE> 88
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Management believes it is more likely than not that the existing net
deductible temporary differences will reverse during the periods in which the
Company generates net taxable income. However, there can be no assurance the
Company will generate any earnings or any specific level of continuing earnings
in future years. Certain tax planning strategies could be implemented to
supplement income from operations to fully realize recorded tax benefits.
At December 31, 1997, the Company had a tax net operating loss carryforward
of $130.2 million that begins to expire in the year 2006. Based on projections
of taxable income expected to be realized during the carryforward period for the
Company's net operating losses, there is a possibility that up to $24.0 million
of such net operating loss carryforwards may expire prior to their utilization.
Accordingly, a valuation allowance has been established to reflect the
possibility that this portion of the net operating loss carryforwards may
expire.
(7) REINSURANCE
Superior Pacific cedes claims and claim adjustment expenses to reinsurers
under various contracts that cover individual risks, classes of business, or
claims that occur during specified periods of time. Reinsurance is ceded on
pro-rata, per-risk, excess-of-loss, and aggregate bases. These reinsurance
arrangements provide greater diversification of risk and limit SNIC's claims
arising from large risks or from hazards of an unusual nature. Superior Pacific
is contingently liable to the extent that any reinsurer becomes unable to meet
its contractual obligations. Therefore, the Company evaluates the financial
condition of its reinsurers and monitors concentrations of credit risks arising
from reinsurance activities and economic characteristics to minimize its
exposure to significant losses from reinsurer insolvencies.
As of December 31, 1997, SNIC was involved in a dispute with certain of its
reinsurers, which, if not settled, may be resolved in arbitration. SNIC's
dispute exists with its property and casualty reinsurers as to the existence of
coverage related to a claim in the amount of $456. Management expects to recover
the entire disputed amount from the reinsurers. At December 31, 1997, there were
no disputes related to the workers' compensation operations.
Effective June 30, 1991, SNIC entered into an aggregate excess of loss
reinsurance contract ("1991 Contract") with Centre Reinsurance Limited ("Centre
Re"). Under the 1991 Contract, SNIC purchased for $50 million reinsurance for
claims and claim adjustment expenses incurred on or prior to June 30, 1991 to
the extent that these amounts were unpaid at June 30, 1991. The coverage
obtained amounted to $87.5 million in excess of SNIC's retention. Additionally,
SNIC ceded approximately $69.1 million of earned premiums to Centre Re through
December 31, 1992. Claims and claim adjustment expenses occurring prior to
December 31, 1992 were ceded to Centre Re in the amount of $165.6 million under
the 1991 Contract. Prospective cessions of premium and claims were terminated by
mutual consent of SNIC and Centre Re effective December 31, 1992; however, all
other terms of the 1991 Contract remained in effect until the treaty was
commuted in June 1997.
In 1996, as a result of the transaction entered into between the Company,
Centre Re, and Chase Manhattan Bank (see Note 8), the reinsurance receivables
related to the 1991 Contract no longer qualify as reinsurance receivables under
the conditions established in SFAS 113. Therefore, in 1996 the receivables were
reclassified as receivables from a related party reinsurer on the balance sheet.
Effective January 1, 1993, SNIC entered into an aggregate excess of loss
reinsurance contract ("1993 Contract") with Centre Re. From SNIC's perspective,
the 1993 Contract substantively operated as a one-year contract with at least
four one-year options to renew that were exercisable solely at the Company's
election during the first five years of the contract. Subsequent to January 1,
1998, the 1993 Contract could have been terminated by either SNIC or Centre Re
upon 30 days notice. The 1993 Contract required the Company to cede not less
than $15 million and not more than $20 million of premium to Centre Re with
respect to any
F-18
<PAGE> 89
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
covered accident year. Claims and allocated claim adjustment expenses occurring
during the accident year are ceded to Centre Re in excess of a variable
percentage of earned premium (60%, 56.5%, and 57.5% for the 1995, 1994, and 1993
accident years, respectively) and are subject to a limit of 130% of ceded earned
premium, such limit not to exceed $26 million for any accident year.
As disclosed in the Company's Form 8-K dated January 1, 1996, effective
January 1, 1993, Superior National Insurance Company ("SNIC") entered into a
multi-year aggregate excess of loss reinsurance contract ("1993 Contract") with
Centre Re. From SNIC's perspective, the 1993 Contract substantively operated as
a one-year contract with at least four one-year options to renew, exercisable
solely at SNIC's election, during the first five years of the contract.
Subsequent to January 1, 1998, however, the 1993 Contract could have been
canceled by either SNIC or Centre Re upon 30 days notice. Any accident year
covered by the 1993 Contract may be commuted at SNIC's option alone on any
January 1 subsequent to December 31, 1997. The 1993 Contract required the
Company to cede not less than $15 million and not more than $20 million of
premium to Centre Re with respect to each of the post-1992 accident years that
were covered by the contract. Claims and allocated claim adjustment expenses
occurring during the accident years covered by the 1993 Contract may be ceded to
Centre Re in excess of variable percentages of earned premium (60%, 56.5%, and
57.5% for the 1995, 1994, and 1993 accident years, respectively).
As further disclosed in the Company's Form 8-K dated January 1, 1996, SNIC
ceded $15 million to Centre Re during each of the years 1993-1995 resulting in
an aggregate cession of $45 million of premium to Centre Re under the 1993
Contract. Because SNIC's loss and allocated expense ratios for accident years
1993-1995 were not expected to exceed the percentages set forth above, no losses
have been ceded to Centre Re under the 1993 Contract to date. Under the terms of
the contract, however, SNIC will receive a refund at least equal to the $45
million of premium ceded to Centre Re at any future commutation date for the
1993 Contract. Because the ceded premium was required by statutory reinsurance
rules to be held in a "funds withheld" arrangement, the Company did not actually
transfer to Centre Re the premiums due under the 1993 Contract. Hence, the 1993
Contract contemplates that the refund due would be offset against the premiums
held in the funds withheld account.
As further disclosed in the Company's Form 8-K dated January 1, 1996, the
1993 Contract was canceled prospectively effective January 1, 1996, as a result
of which SNIC has not ceded premium or loss under the 1993 Contract to Centre Re
subsequent to accident year 1995. The cancellation of the 1993 Contract did not
affect the measurement or recognition of income or loss previously recorded in
the Company's financial statements at any time the 1993 Contract was in force.
The reinsurance premiums ceded and experience account balance due from Centre Re
with respect to accident years 1993-1995 were not affected by the cancellation
of the contract. SNIC retains the right, however, to exercise its option to
commute the 1993-1995 accident years at a future date in accordance with the
terms of the contract.
Effective January 1, 1996, the 1993 Contract was canceled prospectively at
the Company's election, however, because the 1993 Contract was not commuted from
its January 1, 1993 inception date the Company was still subject to the
contract's provisions applying to the 1993-1995 accident years. No losses were
ceded under the 1993 Contract, and the Company's only recoveries were through
the contract's experience account, which would be payable no earlier than
January 1, 1998. The experience account accreted at varying rates depending on
the commutation date selected by the Company.
Because Centre Re is an offshore reinsurer, statutory reinsurance security
rules required Centre Re to secure the experience account balance via a "funds
withheld" arrangement. The Company did not actually transfer to Centre Re
premiums due under the 1993 Contract, but withheld the premiums for security
purposes. In conjunction with the funds withheld arrangement, the Company agreed
to pay Centre Re interest at the Company's average portfolio rate of interest.
F-19
<PAGE> 90
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The interest on the funds withheld balance significantly exceeded the
accretion to the experience account. Thus, the Company made a business decision
to terminate the funds withheld arrangement via a negotiated settlement with
Centre Re. In 1996, after lengthy negotiations with Centre Re, the Company
agreed to freeze the experience account at $45 million and expensed $5.3 million
in consideration of termination of the funds withheld arrangement. The $5.3
million was paid to Centre Re in 1997.
At present, the Company owes Centre Re $45 million of funds withheld
premiums, and Centre Re owes the Company $45 million of experience refunds,
neither of which have been accruing interest or accreting since June 30, 1996.
Because the Company and Centre Re enjoy the legal right of contractual offset
under the 1993 Contract, the two amounts offset to zero in the balance sheet.
The 1993 Contract has no further economic effect on either the Company or Centre
Re, and the Company will neither receive from nor pay to Centre Re any cash at
the future commutation date of the 1993 Contract.
Effective January 1, 1994, SNIC entered into a quota-share reinsurance
contract ("Quota-Share Contract") with Zurich Reinsurance (North America), Inc.,
("ZRNA") an affiliate of Zurich. Under the Quota-Share Contract, ZRNA may
provide Superior Pacific with an Assumption of Liability Endorsement facility
("ALE"), or, effective January 1, 1997, Superior Pacific may write directly on
policy forms of ZC Insurance Company ("ZCIC"), an affiliate of Zurich (the "ZCIC
Front"). The ceding rate under the Quota-Share Contract was 20% for 1994, and
ZRNA and Superior Pacific mutually agreed to reduce the quota-share
participation to 5% for 1995 and 1996. Further, Superior Pacific receives ceding
commissions ranging between 22.5% and 24.5% for premiums ceded to ZRNA. The
purpose of the ceding commission is to cover Superior Pacific's cost of
acquiring new business and may be changed as a result of changes in market
conditions on a quarterly basis.
Effective January 1, 1997, the terms of the Quota-Share Contract were
amended. Under the amended terms of the Quota-Share Contract, ZRNA increased its
participation from 5% of premiums written in 1996 to 6.5% in 1997. In exchange
for the increased participation, ZRNA will no longer receive a separate fee for
policies written on ALEs, but will receive 2% of premiums written on ZCIC Front
policies only.
Superior Pacific entered into a reinsurance contract with Centre Re
effective June 30, 1997, under which Centre Re assumed $10 million of reserves
associated with claims open for future medical payments from Superior Pacific in
consideration of $1 million in cash and the assignment of the rights of Superior
Pacific's contribution and subrogation recoveries during the term of the
contract. The contract is accounted for as a deposit, and no gain will be
recognized until net cash payments from Centre Re are greater than Superior
Pacific's $1 million premium.
Superior Pacific's contracts are generally entered into on an annual basis.
Superior Pacific has maintained reinsurance treaties with many reinsurers for a
number of years. In general, Superior Pacific's reinsurance contracts are of the
treaty variety, and cover underwritten risks specified in the treaties. Superior
Pacific also from time to time purchases facultative reinsurance covering
specific liabilities or policies underwritten. As of December 31, 1997, ZRC,
General Reinsurance Corporation, and Allstate Insurance account for 24.5%,
21.6%, and 10.4%, respectively, of total amounts recoverable from all reinsurers
on paid and unpaid claims and claim adjustment expenses.
F-20
<PAGE> 91
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Amounts included in the income and expense accounts in continuing
operations in connection with all ceded reinsurance at December 31, are as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- -------
<S> <C> <C> <C>
Net Premiums written:
Premiums written.................................. $159,352 $ 99,282 $97,084
Premiums ceded.................................... (22,423) (11,567) (7,945)
-------- -------- -------
Net premiums written........................... $136,929 $ 87,715 $89,139
======== ======== =======
Net change in unearned premiums:
Direct............................................ $ (3,649) $ (645) $ (381)
Ceded............................................. (342) (288) (215)
-------- -------- -------
Net change in unearned premiums................ $ (3,991) $ (933) $ (596)
======== ======== =======
Net claims and claim adjustment expenses:
Claims and claim adjustment expenses.............. $122,830 $ 61,702 $56,388
Reinsurance recoveries............................ (32,383) (6,064) (2,418)
-------- -------- -------
Net claims and claim adjustment expenses....... $ 90,447 $ 55,638 $53,970
======== ======== =======
</TABLE>
(8) LONG-TERM DEBT
The following is a summary of the Company's long-term debt balances at
December 31:
<TABLE>
<CAPTION>
1997 1996
---- -------
<S> <C> <C>
Chase Financing Agreement -- 6.87% due through 2004......... $-- $91,681
Imperial Bank debt -- 8.25% due through 2001................ -- 7,250
Voting Notes due 2002....................................... 30 30
--- -------
Balance at end of period.................................... $30 $98,961
=== =======
</TABLE>
Effective June 30, 1994, the Company entered into a $10 million term loan
agreement ("1994 Loan") with Imperial Bank, which was used to retire
subordinated notes issued during 1992. This term loan was to be fully amortized
over seven years with quarterly payments of $300 plus interest per quarter for
years one and two, $350 plus interest per quarter for years three and four, and
$400 plus interest per quarter for years five, six and seven. Effective July 1,
1995, the borrowing rate was changed from Imperial Bank's prime rate plus one-
half percent to a fixed rate of 8% per annum. Additionally, under the amended
terms of the 1994 Loan, the Company could not prepay it until July 1, 1996.
The Company adhered to certain requirements and provisions in compliance
with the terms of the 1994 Loan. The provisions required SNIC to maintain
certain financial ratios and SNIG to maintain Imperial Bank certificates of
deposit in an amount equal to 20% of the Company's outstanding balance under the
1994 Loan. At December 31, 1996, the Imperial Bank certificates of deposit were
$1.5 million, all of which was restricted. On April 11, 1997, the Company
retired its outstanding 1994 Loan with Imperial Bank. As a result of the early
extinguishment, the Company recognized an extraordinary loss of $0.2 million,
net of a tax benefit of $0.1 million.
During 1996, the Company entered into a financing transaction involving
Centre Re and Chase. Chase extended a $93.1 million term loan (net of
transaction costs). The Company used the proceeds from the financing to purchase
from SNIC reinsurance receivables due from Centre Re. The principal balance of
the loan was collateralized by receivables due from the reinsurer and amortized
based upon the payout pattern of the underlying claims of the reinsurance
receivables. In June 1997, the $93.1 million term loan was retired,
F-21
<PAGE> 92
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$110.5 million of receivables from a related party reinsurer, in connection with
a financing transaction, was transferred to Chase in exchange for the
cancellation of the Company's $94.9 million debt due to Chase under the loan.
The retirement of this collateralized financing resulted in the Company's
recognizing a $15.7 million charge.
Voting notes ("Voting Notes") in the amount of $30 related to SNIG's 14.5%
Senior Subordinated Series A and Series B Notes ("14.5% Senior Subordinated
Notes") were still outstanding as of December 31, 1997. The 14.5% Senior
Subordinated Notes were retired in 1994. The Voting Notes of $30 will mature in
the year 2002. Warrants related to the 14.5% Senior Subordinated Notes remain
outstanding and provide their holders the right to purchase 1,566,465 shares of
SNIG common stock at a strike price of $4 per share. These warrants, which are
currently exercisable and expire on April 1, 2002, are held by senior management
and a nominee for III.
The Company has an agreement with a national brokerage house to allow it to
enter into $20 million of reverse repurchase transactions that must be secured
by either U.S. treasuries, government agency bonds, or corporate debt. There
were no outstanding transactions at December 31, 1997.
(9) PREFERRED SECURITIES ISSUED BY AFFILIATES
On June 30, 1994, SNIG completed the sale of $20 million of preferred
securities and warrants to affiliates of Centre Re in a transaction approved by
the shareholders and the California Department of Insurance ("DOI"). The
preferred securities were subordinate to the 1994 Loan. A special purpose
investment partnership, Superior National Capital, L.P. (the "Limited
Partnership"), was formed in Bermuda to issue $20 million face amount of 9.7%
redeemable preferred securities ("1994 Preferred Securities") to Centre
Reinsurance Services (Bermuda) III, Limited in exchange for $18 million.
CentreLine Reinsurance Limited paid the Company $2 million for warrants to
purchase 579,356 shares of SNIG's common shares at $5.20 per share, representing
a fully-diluted 6.8 percent interest in SNIG. The warrants may be exercised at
any time and expire in 2002.
In December 1997, SNIG formed a trust, whose sole purpose was to issue
10 3/4% Trust Preferred Securities (the "Trust Preferred Securities"), having an
aggregate liquidation amount of $105 million, and to invest the proceeds thereof
in an equivalent amount of 10 3/4% Senior Subordinated Notes due 2017 of the
Company (the "Senior Subordinated Notes"). The Company owns directly all of the
common securities issued by the Trust, which it purchased for an aggregate
consideration of $3.25 million. The proceeds from the sale of the Trust
Preferred Securities were used solely to purchase SNIG's Senior Subordinated
Notes. In addition, the Company entered into several contractual undertakings,
that when taken together, guarantee to the holders of the Trust Preferred
securities an unconditional right to enforce the payment of the distributions
with respect to such securities. Holders of the Trust Preferred Securities are
entitled to receive cumulative cash distributions at an annual rate of 10 3/4%
of the stated liquidation amount of $1,000 per Trust Preferred Security,
accruing from the date of original issuance of the Trust Preferred Securities
and payable semi-annually, in arrears, commencing on June 1, 1998. The Company
has the right to defer payments at any time or from time to time for a period
not exceeding 10 consecutive semi-annual periods, provided that no extension
period may extend beyond the stated maturity date. In the event there is a
change in control, holders of the Trust Preferred Securities may redeem their
securities at 101% of the principal.
The Company used the net proceeds from the sale of the 10 3/4% Senior
Subordinated Notes in the amount of approximately $101.2 million, (i) to repay
outstanding debt, consisting of $40.8 million of bank debt and interest incurred
in connection with the acquisition of Pac Rim that would have matured in April
2003, bearing an average effective interest rate of 10.2%, (ii) to redeem from
an affiliate of Zurich $27.7 million of principal and interest, with an
effective rate of 11.7%, of the 1994 Preferred Securities, and (iii) to make a
$15 million capital contribution to SNIC. The remaining proceeds are invested in
short-term, income-generating, investment-grade securities.
F-22
<PAGE> 93
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The difference between the face value and the carrying value of the Trust
Preferred Securities is amortized over their nineteen-year maturity using the
scientific method. The amortization, net of tax benefits and accrued dividends,
is charged to current year income after continuing operations, net of taxes.
The following is a summary of the preferred securities balance as of
December 31:
<TABLE>
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
Beginning balance........................................... $ 23,571 $21,045
Dividends and accretion..................................... 3,709 2,526
Retirement of 1994 Preferred Securities..................... (27,275) --
Issuance of Trust Preferred Securities...................... 101,272 --
-------- -------
Balance at end of period.................................... $101,277 $23,571
======== =======
</TABLE>
(10) STATUTORY SURPLUS AND DIVIDEND RESTRICTIONS
SNIC and SPCC are domiciled in the State of California and prepare their
statutory financial statements in accordance with accounting practices
prescribed or permitted by the DOI. Prescribed statutory accounting practices
include a variety of publications of the National Association of Insurance
Commissioners ("NAIC"), as well as state laws, regulations, and general
administrative rules. Permitted statutory accounting practices encompass all
accounting practices not so prescribed.
SNIC's statutory policyholders' surplus as reported to regulatory
authorities was $71,663 and $51,998 at December 31, 1997, and 1996,
respectively. SNIC's statutory net income, as reported to regulatory
authorities, was $2,888, $791 and $1,050 for the years ended December 31, 1997,
1996, and 1995 respectively.
SPCC's statutory policyholders' surplus as reported to regulatory
authorities was $30,542 and $20,930 at December 31, 1997 and 1996, respectively.
SPCC's statutory net income, as reported to regulatory authorities, was
$(6,074), $(13,069), and $4,879 for the years ended December 31, 1997, 1996, and
1995 respectively.
Insurance companies are subject to insurance laws and regulations
established by the states in which they transact business. The laws of various
states establish supervisory agencies with broad administrative and supervisory
powers. Most states have also enacted legislation regulating insurance holding
company systems, including acquisitions, extraordinary dividends, the terms of
affiliate transactions, and other related matters. The Company and Superior
Pacific have registered as holding company systems pursuant to such legislation
in California. The NAIC has formed committees and appointed advisory groups to
study and formulate regulatory proposals on such diverse issues as the use of
surplus debentures and accounting for reinsurance transactions. It is not
possible to predict the future impact of changing state and federal regulation
on the operations of the Company and Superior Pacific.
The Risk Based Capital Model ("RBC") for property and casualty insurance
companies was adopted by the NAIC in December 1993, and starting in 1995,
companies were required to report their RBC ratios to the NAIC. SNIC and SPCC
have calculated and met their RBC requirements.
Insurance companies are also subject to restrictions affecting the amount
of stockholder dividends and advances that may be paid within any one year
without the prior approval of the DOI. The California Insurance Code provides
that the maximum amount that may be paid as dividends on an annual noncumulative
basis without prior notice to, or approval by, the DOI is the greater of (1) net
income for the preceding year or (2) 10% of statutory surplus as regards
policyholders as of the preceding December 31. At December 31, 1997, SNIC and
SPCC could pay approximately $7.2 million and $3.1 million, respectively, in
dividends and advances to the Company without the DOI's prior approval based on
10% of reported statutory surplus.
F-23
<PAGE> 94
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In 1995, after receiving prior approval from the DOI, SNIC made an
extraordinary dividend distribution to SNIG of 100% of its shares in Superior
(Bermuda) Limited, which represented $15 million of SNIC's statutory capital and
surplus.
(11) EMPLOYEE BENEFIT PLANS
SNIG has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
Interpretations in accounting for its employee stock options. As discussed below
in management's opinion, the alternative fair value accounting provided for
under SFAS 123, requires use of option valuation models that were not developed
for use in valuing employee stock options. Under APB 25, because the exercise
price of the Company's employee stock options equals the market price of the
underlying stock on the date of the grant, no compensation expense is
recognized.
SNIG has two equity option plans, the 1986 Stock Option Plan ("1986 Plan")
and the 1995 Stock Incentive Plan ("1995 Plan"). The terms of the 1986 Plan
permit SNIG, at the Board of Directors' discretion, to grant options to its
management to purchase up to 225,000 shares of common stock. Options granted
under the 1986 Plan are not intended to qualify as incentive stock options
within the meaning of Section 422 of the Internal Revenue Code ("Code"). The
1995 Plan permits the granting of both options that qualify for treatment as
incentive stock options under Section 422 of the Code and options that do not
qualify as incentive stock options. Under the 1995 Plan, officers and key
employees of the Company may be granted options to purchase shares of SNIG
common stock or may be given the opportunity to receive restricted stock of
SNIG. Under the 1995 Plan, the aggregate number of shares of common stock that
may be granted, either through the exercise of options or the issuance of
restricted stock, is 625,000 shares. Under both plans, the exercise price of
each option equals the market price of SNIG's stock on the date of grant and
options have a maximum term of ten years. The Board of Directors may grant
options at any point during a year and the options generally vest over five
years.
Pro forma information regarding net income and earnings per share is
required by SFAS 123, and has been determined as if the Company had accounted
for its employee stock options under the fair value method of that Statement.
The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions. The risk free interest rate used in the calculation is the 10 year
Treasury Note rate on the date the options were granted. The risk free interest
rate range used for options granted during 1997, 1996, and 1995 was 5.8% to
6.9%, 6% to 6.79%, and 6% to 7.11%, respectively. The volatility factors for the
expected market price of the common stock of 65%, 70%, and 77% were used for
options granted in 1997, 1996, and 1995 respectively. A weighted average
expected life of ten years was used as the Company has little history of
options' being exercised prior to their expiration.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that do not have vesting
restrictions and are fully transferable. In addition, option valuation models
require the input of highly subjective assumptions including the expected stock
price volatility. Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the value of an estimate, in
management's opinion the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
F-24
<PAGE> 95
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized into expense over the options' vesting period. The
Company's pro forma information follows (in thousands except for earnings per
share information):
<TABLE>
<CAPTION>
1997 1996
------- ------
<S> <C> <C>
Pro forma net income........................................ $(5,366) $1,857
Pro forma earnings per share
Basic..................................................... (1.02) 0.54
Diluted................................................... $ (0.77) $ 0.38
</TABLE>
A summary of the Company's stock option activity, and related information
for the years ended December 31, follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------- -------------------------- --------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
NUMBER AVERAGE NUMBER AVERAGE NUMBER AVERAGE
OF SHARES EXERCISE PRICE OF SHARES EXERCISE PRICE OF SHARES EXERCISE PRICE
--------- -------------- --------- -------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stock options outstanding
beginning of year......... 389,516 $ 5.13 252,500 $4.90 138,750 $4.47
Stock options granted....... 132,257 12.43 146,516 5.46 135,000 5.20
Stock options exercised..... (22,127) 4.74 (3,100) 4.00 (500) 4.00
Stock options canceled...... (38,567) 5.94 (6,400) 4.61 (20,750) 4.00
-------- -------- --------
Stock options outstanding,
end of year............... 461,079 $ 7.17 389,516 $5.13 252,500 $4.90
======== ====== ======== ===== ======== =====
Exercisable at end of
year...................... 152,525 -- 102,200 -- 56,690 --
Weighted-average fair value
of options granted during
the year.................. $ 9.76 $ 4.41 $ 4.40
</TABLE>
Exercise prices for options outstanding as of December 31, 1997 ranged from
$4 to $14.875. The weighted-average remaining contractual life of those options
is 8.3 years. Since the range of exercise prices is wide, the following is a
summary of information for each exercise price range:
<TABLE>
<CAPTION>
WEIGHTED-AVERAGE
NUMBER WEIGHTED-AVERAGE NUMBER OF EXERCISE PRICE
OF OPTIONS REMAINING OPTIONS (SHARES) OF CURRENTLY
EXERCISE PRICE (SHARES) WEIGHTED-AVERAGE CONTRACTUAL LIFE CURRENTLY EXERCISABLE
RANGE OUTSTANDING EXERCISE PRICE (YEARS) EXERCISABLE OPTIONS
- --------------- ----------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
$ 4.00-$ 4.99 111,566 $ 4.54 7.56 48,261 $ 4.25
$ 5.00-$ 5.99 176,450 5.18 7.68 95,130 5.18
$ 6.00-$ 6.99 40,112 6.25 9.00 7,864 6.25
$ 7.00-$11.99 28,850 10.89 9.85 770 7.70
$12.00-$12.99 81,851 12.16 10.00 500 12.75
$13.00-$14.99 22,250 14.64 10.00 -- --
------- -------
461,079 $ 7.17 8.30 152,525 $ 4.98
======= ====== ===== ======= ======
</TABLE>
F-25
<PAGE> 96
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following is a summary of the transactions under the 1986 Plan for the
years ended December 31:
<TABLE>
<CAPTION>
1997 1996 1995
----------------------- ----------------------- -----------------------
NUMBER OPTION NUMBER OPTION NUMBER OPTION
OF SHARES PRICE OF SHARES PRICE OF SHARES PRICE
--------- ----------- --------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Stock options
outstanding beginning
of year.............. 120,000 $4.00-$5.20 127,500 $4.00-$5.20 138,750 $4.00-$5.20
Stock options
granted.............. -- -- -- -- 10,000 5.20
Stock options
exercised............ (9,125) 4.00 (3,100) 4.00 (500) 4.00
Stock options
canceled............. (2,125) 4.00 (4,400) 4.00-5.20 (20,750) 4.00
------- ------- ---------
Stock options
outstanding, end of
year................. 108,750 $4.00-$5.20 120,000 $4.00-$5.20 127,500 $4.00-$5.20
======= =========== ======= =========== ========= ===========
</TABLE>
At December 31, 1997, 72,475 vested options were exercisable under the 1986
Plan. No additional options or purchase rights will be granted under the 1986
Plan.
The following is a summary of the transactions under the 1995 Plan for the
years ended December 31:
<TABLE>
<CAPTION>
1997 1996 1995
------------------------- ----------------------- ------------------
NUMBER OPTION NUMBER OPTION NUMBER OPTION
OF SHARES PRICE OF SHARES PRICE OF SHARES PRICE
--------- ------------- --------- ----------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Stock Options:
Stock options
outstanding
beginning of
year............ 269,516 $5.20-$7.70 125,000 $5.20 -- --
Stock options
granted......... 132,257 11.375-14.875 146,516 5.20-7.70 125,000 $5.20
Stock options
exercised....... (13,002) 4.87-7.70 -- -- -- --
Stock options
canceled........ (36,442) 4.87-12.125 (2,000) 5.20 -- --
------- ------- -------
Stock options
outstanding end
of year......... 352,329 $4.87-$14.875 269,516 $5.20-$7.70 125,000 $5.20
======= ============= ======= =========== ======= =====
</TABLE>
<TABLE>
<CAPTION>
1997 1996 1995
------------------------- ----------------------- ------------------
NUMBER OPTION NUMBER OPTION NUMBER OPTION
OF SHARES PRICE OF SHARES PRICE OF SHARES PRICE
--------- ------------- --------- ----------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Restricted Options:
Shares outstanding
beginning of
year............ 69,265 $4.87-$6.25 36,350 $5.20 -- $--
Shares granted..... 36,450 12.125 45,934 4.87-6.25 36,350 5.20
Shares issued...... (12,222) 4.87-12.125 (13,019) 4.87-5.20 -- --
Shares canceled.... (9,813) 4.87-12.125 -- -- -- --
------- ------- -------
Shares outstanding
end of year..... 83,680 $4.87-$12.125 69,265 $4.87-$6.25 36,350 $5.20
======= ============= ======= =========== ======= =====
</TABLE>
At December 31, 1997, 80,050 vested options were exercisable under the 1995
Plan. Shares available for future grants under the 1995 Plan at December 31,
1997 were 188,991.
Effective January 1, 1990, the Company implemented a 401(k) Plan ("Company
Plan") which is available for substantially all employees and under which the
Company matches a percentage of the
F-26
<PAGE> 97
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
participant's compensation. The employer contributions are discretionary and
vest over a five year period. The employer contributions for plan years 1997,
1996, and 1995 were $186, $170, and $150, respectively.
The Company has no formal post-employment retirement benefit plans;
however, the Company has entered into severance contracts with certain former
employees for which approximately $366, $48, and $322 of accrued expenses were
recorded at December 31, 1997, 1996, and 1995, respectively.
The Pac Rim Assurance Company 401(k) Plan ("Pac Rim Plan") permits
employees of Pac Rim who attain the age of 21 and complete 30 days of employment
to elect to make tax-deferred contributions of a specified percentage of their
compensations during each year through payroll deductions. As of December 31,
1997, there were 38 participants in the Pac Rim Plan employed by the Company.
Under the Pac Rim Plan, the Company, as successor to Pac Rim, has discretion to
make additional contributions. The Company made a $200 discretionary employer
contribution to the Pac Rim Plan in April 1997. The Company plans to merge the
Pac Rim Plan into the Company Plan by December 31, 1998.
(12) COMMITMENTS
The Company occupies offices under various operating leases and leases
substantially all of its fixed assets through a capital lease. The future
minimum lease payments at December 31, 1997, are as follows:
<TABLE>
<CAPTION>
OPERATING CAPITAL INTEREST ON CAPITAL TOTAL LEASE
COMMITMENTS COMMITMENTS COMMITMENTS COMMITMENTS
----------- ----------- ------------------- -----------
<S> <C> <C> <C> <C>
1998........................ $ 4,655 $1,659 $ 685 $ 6,999
1999........................ 4,681 2,005 552 7,238
2000........................ 3,414 2,232 325 5,971
2001........................ 3,083 1,797 16 4,896
2002........................ 1,279 -- -- 1,279
------- ------ ------ -------
$17,112 $7,693 $1,578 $26,383
======= ====== ====== =======
</TABLE>
Rental expenses totaled approximately $4,020, $1,918, and $1,772 for the
years ended December 31, 1997, 1996, and 1995 respectively.
Effective December 1, 1997, the Company entered into an $8,000 capital
lease with BancBoston for substantially all of the property and equipment of
both SNIC and SPCC acquired on or before March 31, 1997. The transaction
resulted in a deferred gain of $1,651 that will be amortized over 36 months.
In a transaction associated with the sale of the 14.5% Senior Subordinated
Notes to III, the Company and SNIC agreed to pay International Insurance
Advisors, Inc., agent for each of the III limited partners and for the general
partner of III, a consulting fee in the amount of $250 beginning on April 1,
1993, and on each April 1 thereafter, to and including April 1, 1998. The
retirement of the 14.5% Senior Subordinated Notes in 1994 did not affect the
obligation of the Company and SNIC to pay the consulting fee.
(13) LITIGATION
The Company is subject to various litigation which arises in the ordinary
course of business. Management is of the opinion that such litigation will not
have a material adverse effect on the consolidated financial position of the
Company or its consolidated results of operations.
F-27
<PAGE> 98
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(14) PREPAID AND OTHER ASSETS
A summary of prepaid and other assets at December 31, are as follows:
<TABLE>
<CAPTION>
1997 1996
------- ------
<S> <C> <C>
Furniture and fixtures, net................................. $ 7,970 $1,260
Data processing equipment, net.............................. 71 3,560
Prepaid and advances........................................ 2,178 1,091
Funds due from lender....................................... 8,000 --
Other....................................................... 2,887 1,453
------- ------
$21,106 $7,364
======= ======
</TABLE>
(15) ACCOUNTS PAYABLE AND OTHER LIABILITIES
A summary of accounts payable and other liabilities at December 31, are as
follows:
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Escheatment payable......................................... $ 1,401 $ 333
Rent and lease liability.................................... 371 527
Accounts payable............................................ 15,526 8,683
Liabilities associated with Pac Rim acquisition............. 7,608 --
Other liabilities........................................... 3,962 3,198
------- -------
$28,868 $12,741
======= =======
</TABLE>
(16) EARNINGS PER SHARE RECONCILIATION
The following is an illustration of the reconciliation of the numerators
and denominators of the basic and diluted earnings per share (EPS) computations:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED 1997 FOR THE YEAR ENDED 1996
------------------------------------------ ------------------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- --------- -------------- ------------- ---------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BASIC EPS
Income before items
below................. $ 463 5,249,736 $ 0.09 $ 3,630 3,432,679 $ 1.06
Preferred Securities.... (3,069) (0.58) (1,667) (0.49)
Discontinued
Operations............ -- -- -- --
Extraordinary Items..... (2,535) (0.49) -- --
-------- ------ ------- ------
Net Income.............. $ (5,141) $(0.98) $ 1,963 $ 0.57
======== ====== ======= ======
EFFECT OF DILUTIVE
SECURITIES
Options................. 295,065 266,183
Warrants................ 1,471,364 1,167,178
DILUTED EPS
Income before items
below................. $ 463 7,016,165 $ 0.07 $ 3,630 4,826,040 $ 0.75
Preferred Securities.... (3,069) (0.44) (1,667) (0.34)
Discontinued
Operations............ -- -- -- --
Extraordinary Items..... (2,535) (0.37) -- --
-------- ------ ------- ------
Net Income............... $ (5,141) $(0.74) $ 1,963 $ 0.41
======== ====== ======= ======
<CAPTION>
FOR THE YEAR ENDED 1995
------------------------------------------
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
-------------- ------------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
BASIC EPS
Income before items
below................. $11,701 3,429,915 $ 3.41
Preferred Securities.... (1,488) (0.43)
Discontinued
Operations............ (9,842) (2.87)
Extraordinary Items..... -- --
------- ------
Net Income.............. $ 371 $ 0.11
======= ======
EFFECT OF DILUTIVE
SECURITIES
Options................. 47,052
Warrants................ 464,627
DILUTED EPS
Income before items
below................. $11,701 3,941,594 $ 2.97
Preferred Securities.... (1,488) (0.38)
Discontinued
Operations............ (9,842) (2.50)
Extraordinary Items..... -- --
------- ------
Net Income............... $ 371 $ 0.09
======= ======
</TABLE>
F-28
<PAGE> 99
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Options to purchase 1,250 shares at $14.81, 12,500 shares at $14.875, 7,250
shares at $14.25, and 1,250 shares at $14.31 were outstanding during the last
quarter of 1997 but were not included in the computation of diluted EPS because
the options' exercise price was greater than the average market price of the
common shares. The options, which expire in 2002, were still outstanding at the
end of year 1997.
(17) RELATED PARTY TRANSACTIONS
The following is a summary of related party transactions presented
elsewhere herein.
Robert A. Spass and Steven B. Gruber, directors of the Company, are
executive officers of the ultimate general partner of each of IP Delaware and IP
Bermuda. In April 1997, IP purchased an aggregate of 2,124,834 shares of Common
Stock, representing approximately 36.2% of the outstanding Common Stock
(approximately 24.8% on a fully diluted basis). Certain affiliates of Zurich are
limited partners of IP Delaware and IP Bermuda and hold approximately 23% of the
limited partnership interests in those partnerships on an aggregate basis
(representing an aggregate, indirect ownership by such affiliates of
approximately 5.7% of the Common Stock on a fully diluted basis). In addition,
an affiliate of Zurich holds 395,128 Warrants (subject to the revocable agency
relationship with IIA) which are exercisable at $4.00 per share, and another
Zurich affiliate holds warrants to purchase 579,356 which are exercisable at
$5.20 per share, all of which expire April 1, 2002. These warrants represent in
the aggregate approximately 11.4% of the Common Stock on a fully diluted basis.
Robert A. Spass and Bradley E. Cooper, directors of the Company, are
employees of IIA. Mr. Spass is also an officer and director of IIA. Mr.
Schwarberg, a director of the Company, is a former employee of IIA. IIA was paid
$250,000 by the Company during each of fiscal 1997, 1996, and 1995 for
investment banking and financial consulting services. Such payments were made
pursuant to a consulting agreement entered into in 1992 that continues through
the end of 1998.
The Company has several reinsurance contracts with certain affiliates of
Zurich which are discussed in Note 7. The following is a summary of significant
reinsurance transactions with affiliates of Zurich occurring in 1997. The 1991
Contract with Centre Re was commuted in June 1997. In 1997, the Company paid
Centre Re $5.3 million related to the cancellation of the 1993 Contract.
Superior Pacific entered into a reinsurance contract with Centre Re effective
June 30, 1997, under which Centre Re assumed $10 million of reserves associated
with open claims for future medical payments from Superior Pacific in
consideration of $1 million cash.
In June 1997, the entire amount of reinsurance receivable balance due from
Centre Re associated with the 1991 Contract was used to pay the $93.1 million
Chase term loan, as discussed in Note 8. In December 1997, the Company redeemed
from an affiliate of Zurich $27.7 million of the 1994 Preferred Securities, as
described in Note 9.
Beginning December 31, 1997 the Company entered into agreements with Rick
Enterprise Management Limited ("REM") and an affiliate of REM to provide the
Claim Severity Management Program.
In December 1997, Centre Solutions purchased $10.0 million of the Trust
Preferred Securities.
(18) NON-CASH TRANSACTION
As discussed in Note 8, in 1997, the Company transferred $110.5 million of
receivables from a related party reinsurer, in connection with a financing
transaction, to Chase in exchange for the cancellation of the Company's $94.9
million debt due to Chase. The retirement of this collateralized financing
resulted in the Company's recognizing a $15.7 million charge.
F-29
<PAGE> 100
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(19) RECONCILIATION WITH PREVIOUSLY REPORTED AMOUNTS
The amounts shown in the Consolidated Statement of Cash Flows differ from
those previously reported as a result of reclassifications made to the
Consolidated Balance Sheet. A reconciliation of amounts restated are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------- --------- --------
<S> <C> <C> <C>
Net cash (used in) provided by operating activities
As previously reported.................................. $(52,370) $ (14,902) $(23,826)
Reclass of investments withheld from a related party
reinsurer............................................ 117,980 (13,339)
Reclass of receivable from a related party reinsurer.... -- (110,527) --
-------- --------- --------
As restated.......................................... $(52,370) $ (7,449) $(37,165)
======== ========= ========
Net cash provided by (used in) financing activities
As previously reported.................................. $ 77,289 $ 90,510 $ (1,198)
Reclass of investments and cash for discontinued
operations........................................... 4,357 -- --
-------- --------- --------
As restated.......................................... $ 81,646 $ 90,510 $ (1,198)
======== ========= ========
Net cash (used in) provided by investing activities
As previously reported.................................. $(91,480) $ 20,041 $ 28,779
Reclass of investments withheld from a related party
reinsurer............................................ -- (117,980) 13,339
Reclass of receivable from a related party reinsurer.... 93,266 --
Reclass of investments and cash for discontinued
operations........................................... (4,357) 17,261
Reclass of invested cash from cash and cash equivalents
to short-term investments............................ 60,880 (67,414) (100)
-------- --------- --------
As restated.......................................... $(34,957) $ (54,826) $ 42,018
======== ========= ========
Cash and cash equivalents at the end of the period
As previously reported.................................. $ 35,376 $ 101,937 $ 6,288
Reclass of invested cash from cash and cash equivalents
to short-term investments............................ (6,634) (67,514) (100)
-------- --------- --------
As restated.......................................... $ 28,742 $ 34,423 $ 6,188
======== ========= ========
</TABLE>
F-30
<PAGE> 101
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Additionally, in 1997 the Company previously reported a $10.4 million
extraordinary loss on retirement of long-term debt, net of income tax benefit.
Subsequently, this amount was reclassified to an operating expense separately
disclosed as loss on termination of financing transaction with related party
reinsurer. This reclass resulted in no change to net income or stockholders'
equity. A reconciliation of amounts restated are as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
------------
<S> <C>
Total Expenses
As previously reported.................................... $136,333
Reclass of loss on termination of financing transaction
with related party reinsurer........................... 15,699
--------
As restated............................................ $152,032
========
Income tax expense (benefit)
As previously reported.................................... $ 6,437
Reclass on tax effect of loss on termination of financing
transaction with related party reinsurer............... (5,338)
--------
As restated............................................ $ 1,099
========
Income before preferred securities dividends and accretion,
discontinued operations, and extraordinary items
As previously reported.................................... $ 10,824
Reclass of extraordinary loss on retirement of long-term
debt, net of tax....................................... (10,361)
--------
As restated............................................ $ 463
========
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997
---------------------------------------
AS PREVIOUSLY
REPORTED RECLASS AS RESTATED
------------- ------- -----------
<S> <C> <C> <C>
BASIC EARNINGS PER SHARE
Income before preferred securities dividends and
accretion, and extraordinary items.................... $ 2.06 $(1.97) $ 0.09
Preferred Securities..................................... (0.58) -- (0.58)
Extraordinary items...................................... (2.46) 1.97 (0.49)
------ ------ ------
Net loss................................................. $(0.98) $ -- $(0.98)
====== ====== ======
DILUTED EARNINGS PER SHARE
Income before preferred securities dividends and
accretion, and extraordinary items.................... $ 1.54 $(1.47) $ 0.07
Preferred Securities..................................... (0.44) -- (0.44)
Extraordinary items...................................... (1.84) 1.47 (0.37)
------ ------ ------
Net loss................................................. $(0.74) $ -- $(0.74)
====== ====== ======
</TABLE>
F-31
<PAGE> 102
SCHEDULE I.1
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
SUPERIOR NATIONAL INSURANCE GROUP, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
--------- ---------
(AMOUNTS IN THOUSANDS,
EXCEPT SHARE DATA)
<S> <C> <C>
ASSETS
INVESTMENTS
Bonds and Notes:
Available-for-sale, at market (cost: 1997, $7,539)........ $ 7,533 $ --
-------- --------
TOTAL INVESTMENTS................................. 7,533 --
Cash and cash equivalents................................. 5,404 1,787
Accrued investment income................................. 38 1
Receivable from a related party reinsurer................. -- 110,527
Investment in subsidiaries................................ 168,856 72,788
Intercompany receivable................................... 91 91
Deferred income taxes..................................... 1,884 4,957
Other..................................................... 174 1,087
-------- --------
TOTAL ASSETS...................................... $183,980 $191,238
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Long-term debt.............................................. $ 30 $ 98,961
Intercompany liability...................................... 21,462 23,465
Accounts payable and other liabilities...................... 1,393 50
-------- --------
TOTAL LIABILITIES................................. 22,885 122,476
1997 PREFERRED SECURITIES ISSUED BY AFFILIATE;
authorized 105,000 shares in 1997......................... 101,277 --
1994 PREFERRED SECURITIES ISSUED BY AFFILIATE;
authorized 1,100,000 shares: issued and outstanding
1,013,753 shares in 1996.................................. -- 23,571
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value; authorized 25,000,000 shares:
issued and outstanding 5,871,279 shares in 1997 and
3,446,492 shares in 1996.................................. 59 34
Paid-in capital excess of par............................... 34,242 15,988
Paid in capital -- warrants................................. 2,206 2,206
Unrealized gain on equity securities, net of taxes.......... 112 (17)
Unrealized gain (loss) on available-for-sale investments,
net of income taxes....................................... 1,215 (145)
Retained earnings........................................... 21,984 27,125
-------- --------
TOTAL STOCKHOLDERS' EQUITY........................ 59,818 45,191
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........ $183,980 $191,238
======== ========
</TABLE>
See notes to condensed financial information
F-32
<PAGE> 103
SCHEDULE I.2
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
SUPERIOR NATIONAL INSURANCE GROUP, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
DECEMBER 31,
--------------------------------
1997 1996 1995
---------- ------- -------
<S> <C> <C> <C>
(RESTATED)
<CAPTION>
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
REVENUES:
Net investment income..................................... $ (112) $ 89 $ 330
-------- ------- -------
TOTAL REVENUES.................................... (112) 89 330
EXPENSES:
Interest expense.......................................... 5,965 1,465 804
Loss on termination of financing transaction with a
related party reinsurer................................ 15,699 -- --
Other operating expenses.................................. 518 (446) 304
-------- ------- -------
TOTAL EXPENSES.................................... 22,182 1,019 1,108
-------- ------- -------
LOSS BEFORE INCOME TAXES, PREFERRED SECURITIES DIVIDENDS AND
ACCRETION, AND EXTRAORDINARY ITEMS........................ (22,294) (930) (778)
Income tax expense.......................................... 2,908 858 767
-------- ------- -------
INCOME BEFORE PREFERRED SECURITIES DIVIDENDS AND ACCRETION,
AND EXTRAORDINARY ITEMS................................... (25,202) (1,788) (1,545)
Equity in net income of subsidiaries........................ 25,709 5,418 3,404
1994 Preferred securities dividends and accretion, net of
income tax benefit of $1,260 and $858 in 1997 and 1996,
respectively.............................................. (2,445) (1,667) (1,488)
1997 Preferred securities dividends and accretion, net of
income tax benefit of $321 in 1997........................ (624) -- --
Extraordinary loss on retirement of long-term debt, net of
income tax benefit of $785 in 1997........................ (1,524) -- --
Extraordinary loss on redemption of Pac Rim's outstanding
debentures, net of income tax benefit of $327 in 1997..... (635) -- --
Extraordinary loss on retirement of preferred securities,
net of income tax benefit of $134 in 1997................. (259) -- --
Extraordinary loss on early retirement of Imperial Bank Loan
net of income tax benefit of $83 in 1997.................. (161) -- --
-------- ------- -------
NET INCOME (LOSS)................................. $ (5,141) $ 1,963 $ 371
======== ======= =======
</TABLE>
See notes to condensed financial information
F-33
<PAGE> 104
SCHEDULE I.3
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
SUPERIOR NATIONAL INSURANCE GROUP, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
DECEMBER 31,
-------------------------------
1997 1996 1995
-------- ---------- -------
(RESTATED)
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income......................................... $ (5,141) $ 1,963 $ 371
-------- --------- -------
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Amortization of bonds and preferred stock............... -- -- (1)
Loss on sale of investment.............................. 7 5 --
Income from subsidiaries................................ (25,709) (5,418) (3,404)
Loss on termination of financing transaction with a
related party reinsurer................................ 15,699 -- --
Extraordinary loss...................................... 2,579 -- --
Interest expense on long-term debt...................... 3,581 -- --
Preferred securities dividends and accretion............ 3,069 2,525 2,255
Increase in current income taxes........................ -- -- 1,721
(Increase) decrease in accrued investment income........ (37) 8 1
Decrease in deferred income taxes....................... 2,909 -- --
Decrease (increase) in receivable from a related party
reinsurer.............................................. -- (110,527) --
(Increase) decrease in other assets..................... 2,209 (994) (11)
Increase in accounts payable and other liabilities...... 446 19,334 78
-------- --------- -------
Total adjustments..................................... 4,753 (95,067) 639
-------- --------- -------
Net cash (used in) provided by operating activities... (388) (93,104) 1,010
-------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Paid-in-capital -- restricted stock....................... 279 78 2
Proceeds from issuance of common stock.................... 18,000 -- --
Proceeds from 1997 Trust Preferred Securities............. 101,272 -- --
Long-term debt -- Chase Manhattan Bank.................... 41,257 -- --
Retirement of long-term debt -- Chase Manhattan Bank...... (44,000) -- --
Retirement of 1994 Preferred Securities................... (27,668) -- --
Retirement of long-term debt -- Imperial Bank............. (7,250) (1,250) (1,200)
Prepayment penalty on long-term debt...................... (244) -- --
Retirement of long-term debt -- Chase financing........... -- (1,410) --
Proceeds from Chase financing............................. -- 93,091 --
-------- --------- -------
Net cash provided by (used in) financing activities... 81,646 90,509 (1,198)
-------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of bonds and notes:
Investments available-for-sale.......................... (7,539) -- (1,496)
Purchase of Pacific Rim Holding Company................... (44,016) -- --
Investment in subsidiary.................................. (1,175) -- --
Sales of bonds and notes: Investments available for
sale.................................................... -- 1,493 --
Capital contribution to subsidiaries...................... (25,000) -- (1,500)
Net decrease in short-term investments.................... 89 -- --
-------- --------- -------
Net cash (used in) provided by investing activities... (77,641) 1,493 (2,996)
-------- --------- -------
Net increase (decrease) in cash....................... 3,617 (1,102) (3,184)
Cash and cash equivalents at beginning of period.......... 1,787 2,889 6,073
-------- --------- -------
Cash and cash equivalents at end of period................ $ 5,404 $ 1,787 $ 2,889
======== ========= =======
Supplemental disclosure of cash flow information:
Cash paid during the year for income taxes.............. $ 1 $ 1 $ 1
======== ========= =======
Cash paid during the year for interest.................. $ 2,433 $ 641 $ 808
======== ========= =======
</TABLE>
See notes to condensed financial information
F-34
<PAGE> 105
SCHEDULE I.4
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
SUPERIOR NATIONAL INSURANCE GROUP, INC.
NOTES TO CONDENSED FINANCIAL INFORMATION
1. BASIS OF PRESENTATION
In accordance with the requirements of Regulation S-X of the Securities and
Exchange Commission, the financial statements of the registrant are condensed
and omit many disclosures presented in the consolidated financial statements and
the notes thereto.
2. LONG TERM DEBT
The following is a summary of the long-term debt balances at December 31:
<TABLE>
<CAPTION>
1997 1996
---- -------
<S> <C> <C>
Chase Financing Agreement -- 6.87% due through 2004......... $-- $91,681
Imperial Bank Debt -- 8.25% due through 2001................ -- 7,250
Voting Notes due 2002....................................... 30 30
--- -------
Balance at end of period.................................... $30 $98,961
=== =======
</TABLE>
The voting notes of $30 will mature in the year 2002.
3. DIVIDENDS FROM SUBSIDIARIES
During 1997, 1996, and 1995, there were no dividends paid to SNIG by its
consolidated subsidiaries; however SNIC paid SNIG $2.9 million for its current
income taxes.
4. NON-CASH TRANSACTION
As discussed in Note 8 of the Consolidated Financial Statements in 1997,
the Company transferred $110.5 million of receivables from a related party
reinsurer, in connection with a financing transaction, to Chase in exchange for
the cancellation of the Company's $94.9 million debt due to Chase. The
retirement of this collateralized financing resulted in the Company's
recognizing a $15.7 million charge.
5. CONTINGENCIES
The Company is subject to various litigation which arises in the ordinary
course of business. Based upon discussions with counsel, management is of the
opinion that such litigation will not have a material adverse effect on the
consolidated financial position of the Company or its consolidated results of
operations.
F-35
<PAGE> 106
6. RECONCILIATION WITH PREVIOUSLY REPORTED AMOUNTS
The amounts shown in the Condensed Financial information of Registrant
Statement of Cash Flows as restated differ from those previously reported as a
result of reclassifications made to the Condensed Financial information of
Registrant Balance Sheet.
A reconciliation of amounts restated are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------- --------- -------
<S> <C> <C> <C>
Net cash (used in) provided by operating activities
As previously reported.................................... $ (388) $ 17,423 $ 1,010
Reclass of receivable from a related party reinsurer...... -- (110,527) --
-------- --------- -------
As restated....................................... $ (388) $ (93,104) $ 1,010
======== ========= =======
Net cash (used in) provided by investing activities
As previously reported.................................... $(77,641) $(109,034) $(2,996)
Reclass of receivable from a related party reinsurer...... -- 110,527 --
-------- --------- -------
As restated....................................... $(77,641) $ 1,493 $(2,996)
======== ========= =======
</TABLE>
Additionally, in 1997 the Company previously reported a $10.4 million
extraordinary loss on retirement of long-term debt, net of income tax benefit.
Subsequently, this amount was reclassified to an operating expense separately
disclosed as loss on termination of financing transaction with related party
reinsurer. This reclass resulted in no change to net income or stockholder's
equity.
A reconciliation of amounts restated are as follows:
<TABLE>
<CAPTION>
1997
--------
<S> <C>
Total Expenses
As previously reported.................................... $ 6,483
Reclass of loss on termination of financing transaction
with related party reinsurer........................... 15,699
--------
As restated....................................... $ 22,182
========
Income tax expenses (benefit)
As previously reported.................................... $ 8,246
Reclass on tax effect of loss on termination of financing
transaction with related party reinsurer............... (5,338)
--------
As restated....................................... $ 2,908
========
Income before preferred securities dividends and accretion,
discontinued operations, and extraordinary items
As previously reported.................................... $(14,841)
Reclass of extraordinary loss on retirement on long-term
debt, net of tax....................................... (10,361)
--------
As restated....................................... $(25,202)
========
</TABLE>
F-36
<PAGE> 107
SCHEDULE II
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- ------------------------- ---------- ---------
ADDITIONS
-------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING COSTS OTHER AT END
OF PERIOD AND EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
---------- ------------ ---------- ---------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1997
Allowance for possible losses on
premiums receivable............... $300 $2,311 -- $(1,811) $800
==== ====== ===== ======= ====
Allowance for possible losses on
reinsurance recoverable........... -- -- -- -- --
==== ====== ===== ======= ====
Year ended December 31, 1996
Allowance for possible losses on
premiums receivable............... $500 $1,369 -- $(1,569) $300
==== ====== ===== ======= ====
Allowance for possible losses on
reinsurance recoverable........... -- -- -- -- --
==== ====== ===== ======= ====
Year ended December 31, 1995
Allowance for possible losses on
premiums receivable............... $900 $1,531 -- $(1,931) $500
==== ====== ===== ======= ====
Allowance for possible losses on
reinsurance recoverable........... -- -- -- -- --
==== ====== ===== ======= ====
</TABLE>
F-37
<PAGE> 108
SCHEDULE V.1
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
SUPPLEMENTAL INSURANCE INFORMATION
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H
-------- ----------- -------------- -------- ------------ -------- ---------- ----------
FUTURE POLICY BENEFITS,
DEFERRED BENEFITS, OTHER POLICY CLAIMS,
POLICY LOSSES, CLAIMS CLAIMS AND NET LOSSES AND
ACQUISITION AND LOSS UNEARNED BENEFITS PREMIUM INVESTMENT SETTLEMENT
COSTS EXPENSES PREMIUM PAYABLE REVENUE INCOME EXPENSES
----------- -------------- -------- ------------ -------- ---------- ----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
1997
Workers' Compensation.......... $5,879 $201,255 $12,913 $ -- $140,920 $12,674 $90,447
====== ======== ======= ====== ======== ======= =======
1996
Workers Compensation........... $3,042 $115,529 $ 9,702 $ -- $ 88,648 $ 7,769 $55,638
====== ======== ======= ====== ======== ======= =======
1995
Workers' Compensation.......... $2,780 $141,495 $10,347 $ -- $ 89,735 $ 9,784 $53,970
====== ======== ======= ====== ======== ======= =======
<CAPTION>
COLUMN A COLUMN I COLUMN J COLUMN K
-------- ------------ --------- --------
AMORTIZATION
OF DEFERRED
POLICY OTHER
ACQUISITION OPERATING PREMIUMS
COSTS EXPENSES WRITTEN
------------ --------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
1997
Workers' Compensation.......... $19,977 $41,608 $136,929
======= ======= ========
1996
Workers Compensation........... $16,870 $24,609 $ 87,715
======= ======= ========
1995
Workers' Compensation.......... $18,288 $21,314 $ 89,139
======= ======= ========
</TABLE>
F-38
<PAGE> 109
SCHEDULE V.2
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
REINSURANCE
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- --------- ------------ -------- -------------
PERCENTAGE OF
CEDED TO ASSUMED FROM AMOUNT
GROSS OTHER OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
-------- --------- ------------ -------- -------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1997
Premiums:
Workers' compensation insurance... $152,253 $22,081 $10,748 $140,920 7.6%
-------- ------- ------- -------- ---
Total premiums................. $152,253 $22,081 $10,748 $140,920 7.6%
======== ======= ======= ======== ===
Year ended December 31, 1996
Premiums:
Workers' compensation insurance... $ 97,270 $11,280 $ 2,658 $ 88,648 3.0%
-------- ------- ------- -------- ---
Total Premiums................. $ 97,270 $11,280 $ 2,658 $ 88,648 3.0%
======== ======= ======= ======== ===
Year ended December 31, 1995
Premiums:
Workers' compensation insurance... $ 96,630 $ 7,730 $ 835 $ 89,735 0.9%
-------- ------- ------- -------- ---
Total premiums................. $ 96,630 $ 7,730 $ 835 $ 89,735 0.9%
======== ======= ======= ======== ===
</TABLE>
F-39
<PAGE> 110
SCHEDULE V.3
SUPERIOR NATIONAL INSURANCE GROUP, INC. AND SUBSIDIARIES
SUPPLEMENTAL PROPERTY AND CASUALTY INSURANCE INFORMATION
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H
-------- ----------- ---------- ----------- -------- -------- ---------- ---------------------
DISCOUNT
IF ANY,
DEDUCTED
RESERVES IN RESERVES CLAIMS AND CLAIM
FOR UNPAID FOR UNPAID ADJUSTMENT EXPENSES
DEFERRED CLAIMS AND CLAIMS AND INCURRED RELATED TO:
POLICY CLAIMS CLAIM NET ---------------------
ACQUISITION ADJUSTMENT ADJUSTMENT UNEARNED EARNED INVESTMENT CURRENT PRIOR
COSTS EXPENSES EXPENSES PREMIUM PREMIUM INCOME YEAR YEAR
----------- ---------- ----------- -------- -------- ---------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1997
Workers' Compensation.... $5,879 $201,255 $ -- $12,913 $140,920 $12,674 $95,826 $(5,379)
====== ======== ====== ======= ======== ======= ======= =======
1996
Workers' Compensation.... $3,042 $115,529 $ -- $ 9,702 $ 88,648 $ 7,769 $57,614 $(1,976)
====== ======== ====== ======= ======== ======= ======= =======
1995
Workers' Compensation.... $2,780 $141,495 $ -- $10,347 $ 89,735 $ 9,784 $58,842 $(4,872)
====== ======== ====== ======= ======== ======= ======= =======
</TABLE>
F-40
<PAGE> 1
EXHIBIT 11
EARNINGS PER SHARE RECONCILIATION
The following is an illustration of the reconciliation of the numerators
and denominators of the basic and diluted earnings per share (EPS) computations:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED 1997 FOR THE YEAR ENDED 1996
------------------------------------------ ------------------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- --------- -------------- ------------- ---------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BASIC EPS
Income before items
below................. $ 463 5,249,736 $ 0.09 $ 3,630 3,432,679 $ 1.06
Preferred Securities.... (3,069) (0.58) (1,667) (0.49)
Discontinued
Operations............ -- -- -- --
Extraordinary Items..... (2,535) (0.49) -- --
-------- ------ ------- ------
Net Income.............. $ (5,141) $(0.98) $ 1,963 $ 0.57
======== ====== ======= ======
EFFECT OF DILUTIVE
SECURITIES
Options................. 295,065 266,183
Warrants................ 1,471,364 1,167,178
DILUTED EPS
Income before items
below................. $ 463 7,016,165 $ 0.07 $ 3,630 4,826,040 $ 0.75
Preferred Securities.... (3,069) (0.44) (1,667) (0.34)
Discontinued
Operations............ -- -- -- --
Extraordinary Items..... (2,535) (0.37) -- --
-------- ------ ------- ------
Net Income............... $ (5,141) $(0.74) $ 1,963 $ 0.41
======== ====== ======= ======
<CAPTION>
FOR THE YEAR ENDED 1995
------------------------------------------
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
-------------- ------------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
BASIC EPS
Income before items
below................. $11,701 3,429,915 $ 3.41
Preferred Securities.... (1,488) (0.43)
Discontinued
Operations............ (9,842) (2.87)
Extraordinary Items..... -- --
------- ------
Net Income.............. $ 371 $ 0.11
======= ======
EFFECT OF DILUTIVE
SECURITIES
Options................. 47,052
Warrants................ 464,627
DILUTED EPS
Income before items
below................. $11,701 3,941,594 $ 2.97
Preferred Securities.... (1,488) (0.38)
Discontinued
Operations............ (9,842) (2.50)
Extraordinary Items..... -- --
------- ------
Net Income............... $ 371 $ 0.09
======= ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<DEBT-HELD-FOR-SALE> 205,214
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 1,526
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 213,374
<CASH> 28,742
<RECOVER-REINSURE> 3,927
<DEFERRED-ACQUISITION> 5,879
<TOTAL-ASSETS> 429,473
<POLICY-LOSSES> 201,255
<UNEARNED-PREMIUMS> 12,913
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 30
101,277
0
<COMMON> 34,301
<OTHER-SE> 25,517
<TOTAL-LIABILITY-AND-EQUITY> 429,473
140,920
<INVESTMENT-INCOME> 12,674
<INVESTMENT-GAINS> 44
<OTHER-INCOME> 0
<BENEFITS> 90,447
<UNDERWRITING-AMORTIZATION> 19,977
<UNDERWRITING-OTHER> 17,718
<INCOME-PRETAX> 1,562
<INCOME-TAX> 1,099
<INCOME-CONTINUING> 463
<DISCONTINUED> 0
<EXTRAORDINARY> (2,535)
<CHANGES> 0
<NET-INCOME> (5,141)
<EPS-PRIMARY> (0.98)<F1>
<EPS-DILUTED> (0.74)
<RESERVE-OPEN> 195,131
<PROVISION-CURRENT> 95,826
<PROVISION-PRIOR> (5,379)
<PAYMENTS-CURRENT> 37,945
<PAYMENTS-PRIOR> 95,533
<RESERVE-CLOSE> 152,100
<CUMULATIVE-DEFICIENCY> (5,379)
<FN>
RESERVES FOR UNPAID CLAIMS, PROVISION FOR INSURED EVENTS AND PAYMENTS OF CLAIMS
ARE STATED NET OF REINSURANCE. RESERVES FOR UNPAID CLAIMS BEGINNING OF YEAR
INCLUDE PAC RIM RESERVES AT ACQUISITION.
<F1>FOR PURPOSES OF THIS EXHIBIT, PRIMARY MEANS BASIC.
</FN>
</TABLE>
