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Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
| þ | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended: December 31, 2005
or
| o | Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number: 000-32057
American Physicians Assurance Corporation Retirement Plan
(Full Title of Plan)
American Physicians Capital, Inc.
1301 N. Hagadorn Road
East Lansing, MI 48826-1471
1301 N. Hagadorn Road
East Lansing, MI 48826-1471
(Name of Issuer of the Securities Held Pursuant to the Plan and the Address of its Principal Executive Office)
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American Physicians Assurance
Corporation Retirement Plan
Corporation Retirement Plan
Audited Financial Statements
and Supplemental Schedule
and Supplemental Schedule
Years ended December 31, 2005 and 2004
with Report of Independent Registered Public Accounting Firm
with Report of Independent Registered Public Accounting Firm
American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Audited Financial Statements
and Supplemental Schedule
and Supplemental Schedule
Years ended December 31, 2005 and 2004
Contents
| 1 | ||||||||
| Financial Statements | ||||||||
| 2 | ||||||||
| 3 | ||||||||
| 4 | ||||||||
| Supplemental Schedule* | ||||||||
| 10 | ||||||||
| Exhibit | ||||||||
| Consent of BDO Seidman, LLP | ||||||||
| * | Other schedules required by Section 2520.103.10 of the Department of Labor and Regulations and Disclosure Under ERISA have been omitted because they are not applicable. |
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Report of Independent Registered Public Accounting Firm
Board of Directors
American Physicians Assurance Corporation
East Lansing, Michigan
American Physicians Assurance Corporation
East Lansing, Michigan
We have audited the accompanying statements of assets available for benefits of American Physicians Assurance Corporation Retirement Plan as of December 31, 2005 and 2004, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial statements referred to above present fairly, in all material respects, the assets available for benefits of American Physicians Assurance Corporation Retirement Plan as of December 31, 2005 and 2004, and the changes in assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2005 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan Administrator. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ BDO Seidman, LLP
Grand Rapids, Michigan
June 1, 2006
June 1, 2006
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American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Statements of Assets Available for Benefits
| December 31, | ||||||||
| 2005 | 2004 | |||||||
| Investments: | ||||||||
| Participant directed investment accounts | $ | 18,397,398 | $ | 10,312,077 | ||||
| Participant loans | 101,883 | 83,208 | ||||||
| Total investments | 18,499,281 | 10,395,285 | ||||||
| Contribution receivable | 430,476 | — | ||||||
| Assets available for benefits | $ | 18,929,757 | $ | 10,395,285 | ||||
The accompanying notes are an integral part of the financial statements.
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American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Statements of Changes in Assets Available for Benefits
| Year Ended December 31, | ||||||||
| 2005 | 2004 | |||||||
Additions: | ||||||||
| Participant contributions | $ | 869,552 | $ | 1,032,408 | ||||
| Participating employers’ contributions | 801,384 | 476,261 | ||||||
| Rollover contributions | 7,346,076 | 2,487 | ||||||
| Interest income | 51,777 | 43,994 | ||||||
| Net realized and unrealized appreciation in fair value of investments | 1,273,857 | 921,772 | ||||||
| Total additions | 10,342,646 | 2,476,922 | ||||||
Deductions: | ||||||||
| Benefit payments | 1,677,839 | 1,727,429 | ||||||
| Investment expenses | 2,275 | 3,653 | ||||||
| Other | 38,157 | 26,404 | ||||||
| Total deductions | 1,718,271 | 1,757,486 | ||||||
| Net increase in assets available for benefits | 8,624,375 | 719,436 | ||||||
| Assets transferred out (Note 4) | 89,903 | 1,430,702 | ||||||
| Assets available for benefits at beginning of year | 10,395,285 | 11,106,551 | ||||||
| Assets available for benefits at end of year | $ | 18,929,757 | $ | 10,395,285 | ||||
The accompanying notes are an integral part of the financial statements.
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American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Notes to Financial Statements
December 31, 2005 and 2004
1. Description of the Plan
The following is a description of the American Physicians Assurance Corporation Retirement Plan (“the Plan”) and provides only general information. Plan participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan which, through September 30, 2004, covered employees of American Physicians Assurance Corporation, Alpha Advisors, Inc., SCW Agency Group, Inc. (“SCW”) and KMA Insurance Agency, Inc. (“KMA”)(“Participating Employers”). Effective October 1, 2004, SCW and KMA elected to discontinue their participation in the Plan. The impact of this event is more fully described in Note 5.
Effective January 1, 2005, the American Physicians Assurance Corporation Pension Plan (“Pension Plan”) was merged into the Plan. The transfer of these assets, in the amount of $7,333,431, from Merrill Lynch to Prudential, the trustee of the Plan, was completed on March 28, 2005.
There are two ways in which employees may participate in the Plan. Employees are eligible to participate in the Plan as of January 1 or July 1. Following the completion of 3 months and 250 hours of service, and having reached the age of 21, employees may elect to participate in the contributory component of the Plan (“401(k)”). Following 6 months and 500 hours of service, and having reached the age of 21, employees begin participating in the non-contributory component of the Plan. The Plan’s operations are subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
Contributions
For the 401(k) component of the Plan, participants can elect to defer and contribute to the Plan up to 50 percent of their pretax annual compensation, as defined in the Plan, not to exceed limitations contained in Internal Revenue Code (“IRC”) Section 402 (g). The Participating Employers make a contribution equal to 100 percent of the participant’s deferred compensation, up to three percent of the participant’s eligible compensation, and 50 percent of the participant’s deferred compensation which exceeds three percent but does not exceed five percent of the participant’s eligible compensation. Participants may also contribute amounts representing distributions from other qualified plans.
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American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Contributions (continued)
In addition, each year the Participating Employers contribute to the non-contributory component of the Plan five-percent of the eligible compensation of each eligible participant. The eligible compensation amount used in determining a participant’s contribution is based on eligible earnings, which include base salary, bonus, overtime and commissions, up to established Internal Revenue Service limits. Participants must be employed on December 31 to be eligible for a contribution. Forfeitures are determined based upon non-vested dollars contributed on behalf of the employee and are allocated to other participants in the Plan. Forfeitures reduce the total contribution made by the Employer and result in the participants receiving the appropriate contribution. Forfeitures of the non-vested accounts of terminated employees totaled $24,527 and $69,075 for the Plan years ended December 31, 2005 and 2004, respectively. At December 31, 2005, there was a contribution receivable of $430,476, which was paid by the Participating Employers in January 2006.
Participants’ Accounts
Each participant’s account is credited with the participant’s deferrals, the Participating Employers’ contribution and the earnings of the participant’s accounts. The participant’s account earnings are based on the number of units of each fund owned by the participant, and vary from participant to participant based on the investment fund options that each individual participant has elected. The benefit to which a participant is entitled in the event of death, disability or separation from service, is the vested total of the participant’s account balance.
Vesting
Relative to the 401(k) component of the Plan, participants are immediately vested in both voluntary employee deferrals and Participating Employers’ contributions related to the voluntary employee deferrals, plus earnings thereon.
Vesting for the non-contributory component of the Plan is calculated ratably over five years of credited service and affects the Participating Employers contribution to the Plan of five-percent of the eligible compensation of each participant.
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American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Investment Options
Upon enrollment in the Plan, a participant may self-direct employee and employer contributions in any of the investment options that are available under the Plan, with the exception of the CIGNA Direct Fund, which is a self-directed brokerage account. Employee deferrals and employer contributions may not be directed to the CIGNA Direct Fund, but rather funds must be transferred into the fund from other funds. The initial transfer into the CIGNA Direct Fund must be at least $2,500, and subsequent transfers to the fund account must be in amounts of at least $1,000.
Payment of Benefits
On termination of service, a participant may elect to receive a lump-sum amount equal to the value of his or her account balance. If a participant’s account balance is less than $1,000, a single lump sum payment is required. Benefits are recorded when paid. At December 31, 2005 and 2004 there were no distributions requested, but not yet paid.
Participant Loans
A participant may borrow from the Plan an amount not in excess of 50% of the participant’s vested account balance. In no event can the participant borrow less than $1,000 or more than $50,000. Loans are for a period not exceeding five years, except in the case of loan proceeds used to acquire a principal residence. Loans bear interest at an agreed-upon percentage based on prevailing market rates at the time a participant loan is made, ranging from 6.00% to 9.00% at December 31, 2005.
2. Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been presented on the accrual basis.
Investment Valuation
The current value of the units owned by the Plan in the investment accounts, excluding the Guaranteed Income Fund, is based on quoted redemption values on the last business day of the plan year. The Guaranteed Income Fund is an unallocated insurance contract, valued by Prudential and is stated at contract value, which approximates market value.
The Guaranteed Income Fund interest rates are declared in advance and are guaranteed for six months. The net interest rate at December 31, 2005 was 3.3%.
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American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Investment Valuation (continued)
The difference between the selling price and cost, or previously stated fair market value, of investments is reported as net realized and unrealized appreciation or depreciation in the statement of changes in net assets. The difference between fair market value and cost, or previously stated fair market value of investments, is also reported as net realized and unrealized appreciation or depreciation in the statements of changes in net assets.
All income, as well as all investment gains and losses, is allocated to each participant’s account in the proportion that each participant’s account balance bears to the total of all account balances for each particular fund.
Administrative Expenses
Administrative expenses, with the exception of certain investment expenses of the Plan, were paid by the Participating Employers.
Risks and Uncertainties
The Plan’s investments ultimately consist of stocks, bonds, fixed income securities, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statement of assets available for benefits.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
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American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Notes to Financial Statements (continued)
3. Investments
Participants direct their entire account balance between 20 investment funds and American Physicians Capital, Inc. common stock, through the service provider under contract with the trustee of the Plan, Prudential Financial Services (“Prudential”) (formerly CIGNA Bank and Trust Company FSB). American Physicians Capital Inc. is the parent company for American Physicians Assurance Corporation, the primary Participating Employer.
The Plan’s investments are held by Prudential.
At December 31, 2005 and 2004, the following investments, at fair value, exceed five percent of the value of Plan assets available for benefits:
| 2005 | 2004 | |||||||
| CIGNA Lifetime 40 Fund | $ | 6,588,357 | $ | — | ||||
| Guaranteed Income Fund | 1,697,192 | 1,159,535 | ||||||
| Standard and Poor’s 500 Index Fund | 1,453,790 | 1,266,415 | ||||||
| Mid Cap Value Fund — Wellington Management | 1,286,775 | 1,034,753 | ||||||
| Small Company Stock — Growth I — TimesSquare Capital Management | 1,143,022 | 1,073,019 | ||||||
| Oppenheimer Global A Fund | 990,102 | 861,769 | ||||||
| Alliance Growth & Income A Fund | — | 890,851 | ||||||
| Balanced/Dresdner RCM Fund | — | 743,040 | ||||||
The Plan’s investments in employer issued common stock and self-directed brokerage accounts totaled $108,853 and $133,455, respectively, at December 31, 2005.
4. Related-Party Transactions
Effective October 1, 2004, SCW and KMA elected to discontinue their participation in the Plan. On October 1, 2004, $1,430,702 of the assets attributable to participants employed by those entities was spun-off to a plan established by SCW and KMA. The Plan does not consider Participating Employers’ contributions to the Plan to be party-in-interest transactions.
Certain plan investments are funds managed by Prudential, the Plan’s trustee, and as such are considered party-in-interest transactions. Fees paid by the Plan to Prudential for investment management were $2,275 and $3,653 for the years ended December 31, 2005 and 2004.
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American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Notes to Financial Statements (continued)
5. Plan Amendments
Effective October 1, 2004, SCW and KMA elected to discontinue their participation in the Plan. On October 1, 2004, $1,430,702 of the assets attributable to participants employed by those entities was spun-off to a plan established by SCW.
6. Income Tax Status
The Plan obtained its latest determination letter on November 15, 2002, in which the Internal Revenue Service stated that the plan and related trust, as then designed, were in accordance with applicable requirements of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan’s legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
7. Plan Termination
Although they have not expressed any intent to do so, the Participating Employers have the right under the Plan to discontinue contributions at any time and terminate the Plan, subject to the provisions of ERISA.
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American Physicians Assurance Corporation
Retirement Plan
Retirement Plan
Schedule H, line 4i
Schedule of Assets (Held at End of Year)
December 31, 2005
| (b) | Identity of Issue, Borrower, | (c) | Description of Investment Including Maturity Date, | (e) | Current | |||||||||||||||
| (a) | Lessor or Similar Party | Rate of Interest, Collateral, Par or Maturity Value | (d) Cost + | Value | ||||||||||||||||
| * | Prudential Financial Services | Dryden Standard and Poor’s 500 Index Fund | $ | 1,453,790 | ||||||||||||||||
| * | Prudential Financial Services | Guaranteed Income Fund | 1,697,192 | |||||||||||||||||
| * | Prudential Financial Services | Small Company Stock — Growth I — TimesSquare Capital Management | 1,143,022 | |||||||||||||||||
| * | Prudential Financial Services | Mid Cap Value Fund — Wellington Management | 1,286,775 | |||||||||||||||||
| * | Prudential Financial Services | Alliance Growth & Income A Fund | 883,647 | |||||||||||||||||
| * | Prudential Financial Services | Oppenheimer Global A Fund | 990,102 | |||||||||||||||||
| * | Prudential Financial Services | Balanced Growth Fund — Wellington/Black Rock | 641,933 | |||||||||||||||||
| * | Prudential Financial Services | Lifetime 40 Fund | 6,588,357 | |||||||||||||||||
| * | Prudential Financial Services | Lifetime 50 Fund | 197,094 | |||||||||||||||||
| * | Prudential Financial Services | Oakmark Select I | 362,671 | |||||||||||||||||
| * | Prudential Financial Services | Large Cap Growth — Wellington | 500,780 | |||||||||||||||||
| * | Prudential Financial Services | Lifetime 20 Fund | 369,894 | |||||||||||||||||
| * | Prudential Financial Services | Templeton Foreign | 608,486 | |||||||||||||||||
| * | Prudential Financial Services | Lifetime 30 Fund | 419,254 | |||||||||||||||||
| * | Prudential Financial Services | Waddell & Reed Accumulative A Fund | 389,482 | |||||||||||||||||
| * | Prudential Financial Services | Small Cap Value Fund — Kennedy | 194,792 | |||||||||||||||||
| * | Prudential Financial Services | Mid Cap Growth Fund — Artisan Partners | 216,142 | |||||||||||||||||
| * | Prudential Financial Services | Lifetime 60 Fund | 104,440 | |||||||||||||||||
| * | Prudential Financial Services | American Physicians Capital, Inc. Common Stock | 108,853 | |||||||||||||||||
| * | Prudential Financial Services | Prudential Short-Term Bond Fund | 106,917 | |||||||||||||||||
| * | Prudential Financial Services | Self Directed Brokerage Account | 133,454 | |||||||||||||||||
| * | Prudential Financial Services | Loan Accounts Payable Fund | 321 | |||||||||||||||||
| 18,397,398 | ||||||||||||||||||||
| * | Participant Loans | Interest rates of 6.00% to 9.00% maturing between 2006 and 2010. | 101,883 | |||||||||||||||||
| Total Investments | $ | 18,499,281 | ||||||||||||||||||
There were no assets reportable as both acquired and disposed of within the plan year.
| * | Denotes a party-in-interest. | |
| + | Information not required per Department of Labor reporting requirements. | |
| Employer identification number: 38-2102867 | ||
| Three digit plan number: 002 |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| American Physicians Assurance Corporation Retirement Plan |
| Date: June 29, 2006 | /s/ Nancy Axtell | |||
| Nancy Axtell, | ||||
| Vice President of Human Resources American Physicians Capital, Inc. | ||||
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