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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM | 8-K |
| CURRENT REPORT |
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| Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): August 12, 2020 |
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| ProAssurance Corporation |
| (Exact name of registrant as specified in its charter) |
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| Delaware | 001-16533 | 63-1261433 |
| (State of Incorporation) | (Commission File No.) | (IRS Employer I.D. No.) |
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| 100 Brookwood Place, | Birmingham, | AL | 35209 |
| (Address of Principal Executive Office ) | (Zip code) |
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| Registrant’s telephone number, including area code: | (205) | 877-4400 |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act
(17CFR 240.13e-(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | PRA | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
ITEM 8.01 OTHER EVENTS
On August 10, 2020, ProAssurance Corporation (the "Company") filed its Quarterly Report on Form 10-Q for the period ended June 30, 2020 (the "Form 10-Q"). Subsequent to filing its Form 10-Q, the Company identified a typographical error in its Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, in the Segment Operating Results - Specialty Property & Casualty section under the heading "Gross Premiums Written." In the table on page 80 of the Form 10-Q, twelve month term Standard Physician premium should be $39,392 and $96,309 for the three and six months ended June 30, 2020, respectively, and $43,371 and $102,904 for the three and six months ended June 30, 2019, respectively.
The corrected table is set forth below: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30 | | Six Months Ended June 30 |
| ($ in thousands) | 2020 | | 2019 | | Change | | 2020 | | 2019 | | Change |
| Professional Liability | | | | | | | | | | | | | | | |
| HCPL | | | | | | | | | | | | | | | |
Standard Physician(1)(9) | | | | | | | | | | | | | | | |
| Twelve month term | $ | 39,392 |
| | $ | 43,371 |
| | $ | (3,979 | ) | | (9.2 | %) | | $ | 96,309 |
| | $ | 102,904 |
| | $ | (6,595 | ) | | (6.4 | %) |
| Twenty-four month term | 947 |
| | 10,081 |
| | (9,134 | ) | | (90.6 | %) | | 8,314 |
| | 16,867 |
| | (8,553 | ) | | (50.7 | %) |
| Total Standard physician | 40,339 |
| | 53,452 |
| | (13,113 | ) | | (24.5 | %) | | 104,623 |
| | 119,771 |
| | (15,148 | ) | | (12.6 | %) |
| Specialty | | | | | | | | | | | | | | | |
Custom Physician(2)(9) | 5,696 |
| | 17,420 |
| | (11,724 | ) | | (67.3 | %) | | 36,442 |
| | 51,795 |
| | (15,353 | ) | | (29.6 | %) |
Hospitals and Facilities(3)(9) | 9,662 |
| | 11,340 |
| | (1,678 | ) | | (14.8 | %) | | 25,933 |
| | 27,496 |
| | (1,563 | ) | | (5.7 | %) |
Senior Care(4)(9) | 480 |
| | 3,625 |
| | (3,145 | ) | | (86.8 | %) | | 4,104 |
| | 11,784 |
| | (7,680 | ) | | (65.2 | %) |
| Reinsurance (assumed) | 2,477 |
| | 2,517 |
| | (40 | ) | | (1.6 | %) | | 7,266 |
| | 7,178 |
| | 88 |
| | 1.2 | % |
| Total Specialty | 18,315 |
| | 34,902 |
| | (16,587 | ) | | (47.5 | %) | | 73,745 |
| | 98,253 |
| | (24,508 | ) | | (24.9 | %) |
| Total HCPL | 58,654 |
| | 88,354 |
| | (29,700 | ) | | (33.6 | %) | | 178,368 |
| | 218,024 |
| | (39,656 | ) | | (18.2 | %) |
Small Business Unit(5) | 20,505 |
| | 23,180 |
| | (2,675 | ) | | (11.5 | %) | | 43,405 |
| | 48,144 |
| | (4,739 | ) | | (9.8 | %) |
Tail Coverages(6) | 17,818 |
| | 4,752 |
| | 13,066 |
| | 275.0 | % | | 24,007 |
| | 9,181 |
| | 14,826 |
| | 161.5 | % |
| Total Professional Liability | 96,977 |
| | 116,286 |
| | (19,309 | ) | | (16.6 | %) | | 245,780 |
| | 275,349 |
| | (29,569 | ) | | (10.7 | %) |
Medical Technology Liability(7) | 9,885 |
| | 9,937 |
| | (52 | ) | | (0.5 | %) | | 16,104 |
| | 17,140 |
| | (1,036 | ) | | (6.0 | %) |
Other(8) | 203 |
| | 1,678 |
| | (1,475 | ) | | (87.9 | %) | | 561 |
| | 1,844 |
| | (1,283 | ) | | (69.6 | %) |
| Total | $ | 107,065 |
| | $ | 127,901 |
| | $ | (20,836 | ) | | (16.3 | %) | | $ | 262,445 |
| | $ | 294,333 |
| | $ | (31,888 | ) | | (10.8 | %) |
The correction in this Current Report on Form 8-K does not change any other previously reported financial results of operations or any other disclosure contained in the Form 10-Q.
SIGNATURE
Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 12, 2020
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| PROASSURANCE CORPORATION |
| by: /s/ Jeffrey P. Lisenby |
| ----------------------------------------------------- |
Jeffrey P. Lisenby General Counsel |
