Specialty Underwriters Alliance (SUAI) 10-Q 2007 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2007

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934

For the Transition Period from                    to                    

Commission file number 000-50891

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

(Exact name of registrant as specified in the charter)

Delaware
(State or other jurisdiction of incorporation or
organization) 20-0432760
(I.R.S. Employer Identification
Number)

222 South Riverside Plaza
Chicago, Illinois
(Address of principal executive office)
60606
(Zip Code)

(888) 782-4672
(Registrant’s telephone number including area code)

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 requirement for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filero Accelerated filerþ Non-accelerated filero

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act). Yeso Noþ

As of August 6, 2007, there were 14,697,355 shares of common stock, $0.01 par value, outstanding and 734,439 shares of non-voting Class B common stock, $0.01 par value, outstanding.

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

INDEX

	Page No.
PART I – FINANCIAL INFORMATION		3
Item 1: Financial Statements		3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3: Quantitative and Qualitative Disclosures About Market Risk		16
Item 4: Controls and Procedures		17
PART II – OTHER INFORMATION		18
Item 1: Legal Proceedings		18
Item 1A: Risk Factors		18
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3: Defaults Upon Senior Securities		18
Item 4: Submission of Matters to a Vote of Security Holders		18
Item 5: Other Information		19
Item 6: Exhibits		19
Signatures		20
Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

2

PART I — FINANCIAL INFORMATION

Item 1: Financial Statements

Specialty Underwriters’ Alliance, Inc.
Consolidated Balance Sheets
(dollars in thousands)

	As of
	June 30,			December 31,
	2007			2006
	(unaudited)
Assets
Fixed maturity investments, at fair value (amortized cost: $166,368 and $145,581)	$	163,522		$	144,520
Short-term investments, at amortized cost (which approximates fair value)		30,546			19,538
Total investments		194,068			164,058
Cash		558			2,375
Insurance premiums receivable		75,701			68,310
Reinsurance recoverable on unpaid loss and loss adjustment expenses		77,855			80,976
Prepaid reinsurance premiums		685			3,577
Investment income accrued		1,734			1,566
Equipment and capitalized software at cost (less accumulated depreciation of $6,063 and $3,915)		11,293			8,643
Intangible assets		10,745			10,745
Deferred acquisition costs		19,229			19,876
Other assets		2,498			3,171
Total assets	$	394,366		$	363,297
Liabilities
Loss and loss adjustment expense reserves	$	160,575		$	141,200
Unearned insurance premiums		95,019			89,804
Insured deposit funds		10,684			10,366
Accounts payable and other liabilities		8,864			7,945
Total liabilities		275,142			249,315
Stockholders’ equity
Common stock at $.01 par value per share - authorized 30,000,000 shares; issued and outstanding 14,697,355 and 14,682,355 shares		147			147
Class B common stock at $.01 par value per share - authorized 2,000,000 shares; issued and outstanding 720,032 and 679,152 shares		7			7
Paid-in capital — common stock		129,042			128,372
Paid-in capital — class B common stock		5,163			4,838
Accumulated deficit		(12,289	)		(18,321	)
Accumulated other comprehensive loss		(2,846	)		(1,061	)
Total stockholders’ equity		119,224			113,982
Total liabilities and stockholders’ equity	$	394,366		$	363,297

The accompanying notes are an integral part of these financial statements.

3

Specialty Underwriters’ Alliance, Inc.
Consolidated Statements of Operations and Comprehensive Income
(dollars in thousands)
(unaudited)

	Three Months						Six Months
	Ended						Ended
	June 30,						June 30,
	2007			2006			2007			2006
Revenues
Earned insurance premiums	$	37,194		$	25,230		$	72,556		$	48,486
Net investment income		2,338			1,432			4,418			2,576
Net realized gains (losses)		24			(3	)		27			(2	)
Total revenue		39,556			26,659			77,001			51,060
Expenses
Loss and loss adjustment expenses		21,894			14,475			42,030			28,472
Acquisition expenses		9,103			5,188			17,731			10,731
Other operating expenses		5,487			4,767			11,084			9,766
Total expenses		36,484			24,430			70,845			48,969
Pretax income		3,072			2,229			6,156			2,091
Federal income tax expense		(62	)		(62	)		(124	)		(124	)
Net income		3,010			2,167			6,032			1,967
Net change in unrealized gains and losses for investments held, after tax		(2,418	)		(798	)		(1,785	)		(1,636	)
Comprehensive income	$	592		$	1,369		$	4,247		$	331
Earnings per share available to common stockholders (in dollars)
Basic	$	0.20		$	0.14		$	0.39		$	0.13
Diluted	$	0.20		$	0.14		$	0.39		$	0.13
Weighted Average Shares Outstanding
Basic		15,406			15,176			15,390			15,096
Diluted		15,406			15,176			15,390			15,096

The accompanying notes are an integral part of these financial statements.

4

Specialty Underwriters’ Alliance, Inc.
Consolidated Statement of Stockholders’ Equity
(dollars in thousands)
(unaudited)

												��
												Accumulated
	Common		Paid-in		Common		Paid-in		Retained			Other			Total
	Stock		Capital		Stock		Capital		Earnings			Comprehensive			Stockholders'
	Class A		Class A		Class B		Class B		(Deficit)			Income (Loss)			Equity
Balance at December 31, 2006	$	147	$	128,372	$	7	$	4,838	$	(18,321	)	$	(1,061	)	$	113,982
Net income										6,032						6,032
Net change in unrealized investment losses, net of tax													(1,785	)		(1,785	)
Stock issuance				123				325								448
Stock based compensation				547												547
Balance at June 30, 2007	$	147	$	129,042	$	7	$	5,163	$	(12,289	)	$	(2,846	)	$	119,224

The accompanying notes are an integral part of these financial statements.

5

Specialty Underwriters’ Alliance, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)

	Six Months
	Ended
	June 30,
	2007			2006
	(unaudited)
Cash flows from operations
Net income	$	6,032		$	1,967
Charges (credits) to reconcile net income to cash flows from operations:
Change in deferred income tax		124			124
Net realized (gains) losses		(27	)		2
Amortization of bond premium (discount)		(23	)		214
Depreciation		2,148			1,051
Net change in:
Reinsurance recoverable on unpaid loss and loss adjustment expense reserves		3,121			3,867
Loss and loss adjustment expense reserves		19,375			19,078
Insurance premiums receivable		(7,391	)		(10,890	)
Unearned insurance premiums		5,215			13,796
Deferred acquisition costs		647			(3,977	)
Prepaid reinsurance premiums		2,892			2,433
Insured deposit funds		318			4,775
Other, net		1,970			497
Total adjustments		28,369			30,970
Net cash flows provided by operations		34,401			32,937
Cash flows from investing activities
Net increase in short-term investments		(11,008	)		(1,252	)
Redemptions, calls and maturities of fixed maturity investments		9,803			3,876
Purchases of fixed maturity investments		(30,540	)		(33,350	)
Purchase of equipment and capitalized software		(4,798	)		(2,410	)
Net cash flows used for investing activities		(36,543	)		(33,136	)
Cash flows from financing activities
Issuance of common stock		325			2,181
Net cash provided by (used for) financing activities		325			2,181
Net (decrease) increase in cash during the period		(1,817	)		1,982
Cash at beginning of the period		2,375			5,329
Cash at the end of the period	$	558		$	7,311

The accompanying notes are an integral part of these financial statements.

6

Note 1. Basis of Presentation

The Consolidated Financial Statements (unaudited) include the accounts of Specialty Underwriters’ Alliance, Inc., or SUA or the Company, and its consolidated subsidiary, SUA Insurance Company. SUA completed an initial public offering, or IPO, of its common stock on November 23, 2004. Concurrent with the IPO, SUA completed the acquisition of Potomac Insurance Company of Illinois, or Potomac. For accounting purposes Potomac is considered an accounting predecessor. Potomac has subsequently been renamed SUA Insurance Company.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. Certain financial information that is normally included in annual financial statements, including certain financial statements footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in SUA’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission, or SEC.

The interim financial data as of June 30, 2007, and for the three and six months periods ended June 30, 2007 and June 30, 2006 is unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of normal recurring accruals, necessary for a fair statement of the Company’s results for the interim periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made to prior period financial statement line items to enhance the comparability of the results presented.

On January 1, 2007, the Company adopted the provisions of FIN 48, “Accounting for Uncertainty in Income Taxes.” FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on the related derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of certain tax positions. The Company has taken no tax position which would require disclosure under the new guidance. Although the IRS is not currently examining any of the Company’s income tax returns, tax years 2003 through 2006 remain open and are subject to examination.

Note 2. Net Income Per Share

Basic earnings per share are based on the weighted average number of common shares outstanding during the period, while diluted earnings per share includes the weighted average number of common shares and potential dilution from shares issuable pursuant to stock options using the treasury stock method. Outstanding options of 742,466 and 752,466 for the three months ended June 30, 2007 and June 30, 2006 have been excluded from diluted earnings per share, as they were anti-dilutive.

	Three Months Ended		Three Months Ended
	June 30, 2007		June 30, 2006
	(dollars in thousands, except per share data)
Net income	$	3,010	$	2,167
Weighted average common shares outstanding (basic and diluted)		15,406		15,176
Net income per share (basic and diluted)	$	0.20	$	0.14

Outstanding options of 742,466 and 752,466 for the six months ended June 30, 2007 and June 30, 2006 have been excluded from diluted earnings per share, as they were anti-dilutive.

	Six Months Ended		Six Months Ended
	June 30, 2007		June 30, 2006
	(dollars in thousands, except per share data)
Net income	$	6,032	$	1,967
Weighted average common shares outstanding (basic and diluted)		15,390		15,096
Net income per share (basic and diluted)	$	0.39	$	0.13

7

Note 3. Income Taxes

As of June 30, 2007 and December 31, 2006 the Company had tax basis net operating loss carryforwards of $10,761 and $18,255, respectively, which will expire on December 31, 2026 and December 31, 2025, respectively. The Company also accumulated start-up and organization expenditures through December 31, 2004 of $2,364 that are deductible over a 60 month period commencing on November 23, 2004. The unamortized portions of these costs were $1,108 and $1,344 at June 30, 2007 and December 31, 2006, respectively.

The Company has recorded a tax provision for the quarter equal to the current quarter’s increase in deferred tax liabilities associated with indefinite lived intangible assets. Due to the indefinite nature of these intangible assets for financial reporting purposes, these deferred tax liabilities do not represent a source of income to realize the Company’s deferred tax assets.

Note 4. Unpaid Loss and Loss Adjustment Expense Reserves

Loss and loss adjustment expense (LAE) reserves are estimates of amounts needed to pay claims and related expenses in the future for insured events that have already occurred. The Company establishes estimates of amounts recoverable from its reinsurers in a manner consistent with the claims liability covered by the reinsurance contracts. The Company’s loss and LAE reserves represent management’s best estimate of reserves based on a composite of the results of various actuarial methods, as well as consideration of known facts and trends.

At June 30, 2007, the Company reported gross loss and LAE reserves of $160,575, of which $63,177 represented the gross direct loss and LAE reserves of Potomac, which is fully reinsured by OneBeacon Insurance Company, or OneBeacon. At December 31, 2006, the Company reported gross loss and LAE reserves of $141,200, of which $71,592 represented the gross direct loss and LAE reserves of Potomac, which are fully reinsured by OneBeacon. Included in the reserves for the Company are tabular reserve discounts for workers’ compensation and excess workers’ compensation pension claims of $1,367 as of June 30, 2007 and $1,016 as of December 31, 2006. The reserves are discounted on a tabular basis at four percent using the 2001 United States Actuarial Life Tables for Female and Male population.

Potomac was a participant in the OneBeacon Amended and Restated Reinsurance Agreement. Under that agreement, Potomac ceded all of its insurance assets and liabilities into a pool, or Pool, and assumed a 0.5% share of the Pool’s assets and liabilities. On April 1, 2004, Potomac ceased its participation in the Pool and entered into reinsurance agreements whereby Potomac reinsured all of its business written with OneBeacon effective as of January 1, 2004. As a result, Potomac will not share in any favorable or unfavorable development of prior losses recorded by it or the Pool after January 1, 2004, unless OneBeacon fails to perform on its reinsurance obligation.

Note 5. Recent Accounting Pronouncements

In September 2006, the FASB issued FAS No. 157, “Fair Value Measurements,” or FAS 157. FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value pronouncements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within the year of adoption. Based on the Company’s current use of fair value measurements, the Company believes that the implementation of FAS 157 will have no material impact on its financial statements.

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” or FAS 159. FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within the year of adoption. Based on the Company’s current use of fair value measurements in conjunction with its investment philosophy and mix, the Company believes that the implementation of FAS 159 will have no material impact on its financial statements.

8

Note 6. Equity Based Compensation

On May 1, 2007, the stockholders of the Company approved the 2007 Stock Incentive Plan, or 2007 Plan. The 2007 Plan replaces the 2004 Stock Option Plan, or 2004 Plan. Options previously granted under the 2004 Plan will continue for the life of such options. The 2007 Plan provides for the issuance of up to 800,000 shares of the Company’s common stock in the form of stock options, stock appreciation rights, restricted stock awards, and deferred stock awards (as well as dividend equivalents in connection with deferred stock awards). In addition, should any of the 742,466 options outstanding under the 2004 Plan be terminated, those shares will also be available under the 2007 Plan.

The 2007 Plan provides for an automatic grant of 3,000 unrestricted shares of common stock to independent directors upon the first business day following re-election to the Board of Directors at the Annual Meeting of the Stockholders. On May 2, 2007, 15,000 shares were issued to independent directors who were re-elected to the Board at the 2007 Annual Meeting of the Stockholders held on May 1, 2007. This automatic grant replaced an automatic grant under the 2004 Plan of 10,000 options to independent directors upon re-election to the Board at the annual meetings. The compensation expense associated with the automatic grant of 15,000 shares was $123, based on the fair market value of the shares on the date of grant under FAS 123R. No other awards were made under the 2007 Plan or the 2004 Plan in the second quarter of 2007.

9

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report onForm 10-Q contains forward-looking statements within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, the discussions of our operating and growth strategy. Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, those set forth under the caption “Risk Factors” in the Business section of our Annual Report onForm 10-K for the year ended December 31, 2006. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could prove to be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report onForm 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Overview

We were formed on April 3, 2003 for the purpose of offering products in the specialty commercial property and casualty insurance market by using an innovative business model. Specialty insurance typically serves niche groups of insureds that require highly specialized knowledge of a business class to achieve underwriting profits. This segment has traditionally been underserved by most standard commercial property and casualty insurers, due to the complex business knowledge and the investment required to achieve attractive underwriting profits. Competition in this segment is based primarily on client service, availability of insurance capacity, specialized policy forms, efficient claims handling and other value-based considerations, rather than just price.

On November 23, 2004 we completed our IPO and concurrent private placements and completed the acquisition of Potomac. After giving effect to the acquisition, we changed the name of Potomac to SUA Insurance Company.

Prior to our IPO, all activities consisted of start-up activities related to our IPO and costs to establish the infrastructure required to commence insurance operations.

On January 1, 2005 we commenced our insurance operations.

10

Three Months Ended June 30, 2007 as compared to the Three Months Ended June 30, 2006

							Percentage
							Change
	Three Months Ended June 30,						2007 vs.
	2007			2006			2006
	(unaudited)
	(dollars in millions, except percentages and per share data)
Results of operations:
Gross written premiums	$	48.6		$	37.4			30.0	%
Net written premiums		46.2			34.9			32.4	%
Earned premiums		37.2			25.2			47.6	%
Net investment income		2.3			1.5			53.3	%
Net realized gains (losses)		0.1			0.0			*
Total revenues	$	39.6		$	26.7			48.3	%
Loss and loss adjustment expense	$	21.9		$	14.5			51.0	%
Acquisition expenses		9.1			5.2			75.0	%
Other operating expenses		5.5			4.7			17.0	%
Total expenses	$	36.5		$	24.4			49.6	%
Pre-tax income	$	3.1		$	2.3			34.8	%
Federal income tax (expense)		(0.1	)		(0.1	)		*
Net income (loss)	$	3.0		$	2.2			36.4	%
Net income(loss) per share
Basic and diluted	$	0.20		$	0.14			42.9	%
Weighted average common shares outstanding (basic and diluted)		15.4			15.2			1.3	%

* Not meaningful

Net income for the quarter ended June 30, 2007 was $3.0 million, compared to net income of $2.2 million for the quarter ended June 30, 2006. Earnings per share for the quarter ended June 30, 2007 was $0.20, versus earnings per share of $0.14 for the quarter ended June 30, 2006. The increase in net income was primarily due to an increase in premium production.

Gross written premiums increased 30.0% from $37.4 million for the three months ended June 30, 2006 to $48.6 million for the three months ended June 30, 2007. Earned premiums grew 47.6% to $37.2 million for the quarter ended June 30, 2007 compared to $25.2 million for the quarter ended June 30, 2006. Premiums are earned ratably over the terms of our insurance policies, which is generally 12 months.

Net investment income was $2.3 million for the quarter ended June 30, 2007 versus $1.5 million for the quarter ended June 30, 2006. The increase in net investment income reflects a significant growth in our cash and invested assets from $139.2 million at June 30, 2006 to $194.6 million at June 30, 2007. Loss and loss adjustment expenses were $21.9 million for the three months ended June 30, 2007, compared to $14.5 million for the three months ended June 30, 2006. Acquisition expenses were $9.1 million, compared to $5.2 million for the prior year period.

Other operating expenses were $5.5 million for the quarter ended June 30, 2007, which consisted of salaries and benefit costs of $1.7 million (excluding $1.6 million of salary and benefit costs classified as loss adjustment expenses and acquisition expenses), $0.5 million of professional and consulting fees, $1.1 million of depreciation and amortization, $0.4 million of stock based compensation expense and $1.8 million of other expenses. For the quarter ended June 30, 2006, other operating expenses were $4.7 million, comprised of salaries and benefit costs of $1.4 million (excluding $1.0 million of salary and benefit costs classified as loss adjustment expenses and acquisition expenses), $0.8 million of professional and consulting fees, $0.6 million of depreciation and amortization, $0.3 million of stock based compensation expense and $1.6 million of other expenses.

11

For the second quarter of 2007, our net loss and loss adjustment expense ratio was 58.9 percent, an increase of 1.5 percent compared to the comparable quarter in 2006 and an increase of 2.4 percent as compared to year-end. These increases were primarily driven by an increase in large losses associated with our commercial automobile business. Underwriting results in workers’ compensation, general liability and other lines continue to meet expectations.

Tax expense of $0.1 million for the quarters ended June 30, 2007 and June 30, 2006 resulted from deferred tax liabilities associated with our acquisition of Potomac, which have an indefinite life and therefore cannot be offset with deferred tax assets.

Premium breakdown by partner agent was as follows:

	Three Months Ended					Three Months Ended
	June 30, 2007					June 30, 2006
			Percentage of					Percentage of
	Gross Written		Gross Written			Gross Written		Gross Written
	Premium		Premium			Premium		Premium
	(dollars in millions)
AEON Insurance Group, Inc.	$	6.9		14.2	%	$	4.1		11.0	%
American Team Managers		9.0		18.5	%		7.6		20.3	%
Appalachian Underwriters, Inc.		5.7		11.7	%		3.2		8.5	%
Flying Eagle Insurance Services, Inc.		1.1		2.3	%		—		0.0	%
Insential, Inc.		0.5		1.0	%		0.4		1.1	%
Risk Transfer Holdings, Inc.		23.4		48.2	%		22.1		59.1	%
Specialty Risk Solutions, LLC		1.2		2.5	%		—		0.0	%
Involuntary risk		0.8		1.6	%		—		0.0	%
Total	$	48.6		100.0	%	$	37.4		100.0	%

Although generally more diversified in the second quarter of 2007 than in 2006, our premiums for the three months ended June 30, 2007 were primarily concentrated in Florida and California. Our gross written premiums for the three months ended June 30, 2007 and 2006 by state were as follows:

	Three Months Ended					Three Months Ended
	June 30, 2007					June 30, 2006
			Percentage of					Percentage of
	Gross Written		Gross Written			Gross Written		Gross Written
	Premium		Premium			Premium		Premium
	(dollars in millions)
California	$	14.9		30.6	%	$	11.6		31.0	%
Florida		15.2		31.3	%		18.4		49.2	%
Other States		18.5		38.1	%		7.4		19.8	%
Total	$	48.6		100.0	%	$	37.4		100.0	%

Although more diversified in the second quarter of 2007 than in 2006, our business written for the three months ended June 30, 2007 was also heavily weighted in workers’ compensation. Our gross written premiums by line of business as a percentage of total gross written premiums for the three months ended June 30, 2007 and 2006 were as follows:

	Three Months Ended					Three Months Ended
	June 30, 2007					June 30, 2006
			Percentage of					Percentage of
	Gross Written		Gross Written			Gross Written		Gross Written
	Premium		Premium			Premium		Premium
	(dollars in millions)
Workers’ compensation	$	27.2		56.0	%	$	23.5		62.8	%
General liability		10.0		20.6	%		7.6		20.3	%
Commercial automobile		10.3		21.2	%		5.7		15.3	%
All other		1.1		2.2	%		0.6		1.6	%
Total	$	48.6		100.0	%	$	37.4		100.0	%

12

For workers’ compensation, Florida approved a rate decrease of 15.7% effective January 1, 2007. California also recently approved a rate decrease of 9.5% for 2007. In spite of the recent reforms, we still believe that Florida and California are attractive workers’ compensation markets.

The table below provides key operating statistics and ratios for the three months ended June 30, 2007 and 2006:

	For the Three Months
	Ended June 30,
	2007			2006
	(dollars in millions,
	except percentages)
Gross premiums written	$	48.6		$	37.4
Net premiums earned	$	37.2		$	25.2
Net loss and loss adjustment expense ratio		58.9	%		57.4	%
Ratio of acquisition expenses to earned premiums		24.5	%		20.6	%
Ratio of all other expenses to gross written premiums		11.3	%		12.7	%

Six Months Ended June 30, 2007 as compared to the Six Months Ended June 30, 2006

							Percentage
							Change
	Six Months Ended June 30,						2007 vs.
	2007			2006			2006
	(unaudited)
	(dollars in millions, except for percentages and per share data)
Results of operations:
Gross written premiums	$	83.6		$	68.2			22.6	%
Net written premiums		77.8			62.3			24.9	%
Earned premiums		72.6			48.5			49.7	%
Net investment income		4.4			2.6			69.2	%
Total revenues	$	77.0		$	51.1			50.7	%
Loss and loss adjustment expense	$	42.0		$	28.5			47.4	%
Acquisition expenses		17.7			10.7			65.4	%
Other operating expenses		11.1			9.8			13.3	%
Total expenses	$	70.8		$	49.0			44.5	%
Pre-tax income	$	6.1		$	2.1			190.5	%
Federal income tax (expense)		(0.1	)		(0.1	)		*
Net income (loss)	$	6.0		$	2.0			200.0	%
Net income(loss) per share
Basic and diluted	$	0.39		$	0.13			200.0	%
Weighted average common shares outstanding (basic and diluted)		15.4			15.1			2.0	%

* Not meaningful

Net income for the six months ended June 30, 2007 was $6.0 million, compared to net income of $2.0 for the six months ended June 30, 2006. Earnings per share for the six months ended June 30, 2007 was $0.39, versus earnings per share of $0.13 for the six months ended June 30, 2006. The increase in net income was primarily due to an increase in premium production.

Gross written premiums increased 22.6% from $68.2 million for the six months ended June 30, 2006 to $83.6 million for the six months ended June 30, 2007. Earned premiums grew 49.7% to $72.6 million for the six months ended June 30, 2007 compared to $48.5 million for the six months ended June 30, 2006.

Net investment income was $4.4 million for the six months ended June 30, 2007 versus $2.6 million for the six months ended June 30, 2006. Loss and loss adjustment expenses were $42.0 million for the six months ended June 30, 2007, compared to $28.5 million for the six months ended June 30, 2006. Acquisition expenses were $17.7 million, compared to $10.7 million for the prior year period.

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Other operating expenses were $11.1 million for the six months ended June 30, 2007, which consisted of salaries and benefit costs of $3.3 million (excluding $3.2 million of salary and benefit costs classified as loss adjustment expenses and acquisition expenses), $1.7 million of professional and consulting fees, $2.1 million of depreciation and amortization, $0.7 million of stock based compensation expense and $3.3 million of other expenses. For the six months ended June 30, 2006, other operating expenses were $9.8 million, comprised of salaries and benefit costs of $2.8 million (excluding $2.1 million of salary and benefit costs classified as loss adjustment expenses and acquisition expenses), $2.2 million of professional and consulting fees, $1.0 million of depreciation and amortization, $0.5 million of stock based compensation expense and $3.3 million of other expenses.

Tax expense of $0.1 million for the six months ended June 30, 2007 and June 30, 2006 resulted from deferred tax liabilities associated with our acquisition of Potomac, which have an indefinite life and therefore cannot be offset with deferred tax assets.

Premium breakdown by partner agent was as follows:

	Six Months Ended					Six Months Ended
	June 30, 2007					June 30, 2006
			Percentage of					Percentage of
	Gross Written		Gross Written			Gross Written		Gross Written
	Premium		Premium			Premium		Premium
	(dollars in millions)
AEON Insurance Group, Inc.	$	11.9		14.2	%	$	7.6		11.2	%
American Team Managers		20.2		24.2	%		14.8		21.7	%
Appalachian Underwriters, Inc.		10.1		12.1	%		5.0		7.3	%
Flying Eagle Insurance Services, Inc.		1.1		1.3	%		—		0.0	%
Insential, Inc.		0.8		0.9	%		0.4		0.6	%
Risk Transfer Holdings, Inc.		37.5		44.9	%		40.4		59.2	%
Specialty Risk Solutions, LLC		1.2		1.4	%		—		0.0	%
Involuntary risk		0.8		1.0	%		—		0.0	%
Total	$	83.6		100.0	%	$	68.2		100.0	%

Although generally more diversified in the six months ended June 30, 2007 than in 2006, our premiums for the six months ended June 30, 2007 were primarily concentrated in Florida and California. Our gross written premiums for the six months ended 2007 and 2006 by state were as follows:

	Six Months Ended					Six Months Ended
	June 30, 2007					June 30, 2006
			Percentage of					Percentage of
	Gross Written		Gross Written			Gross Written		Gross Written
	Premium		Premium			Premium		Premium
	(dollars in millions)
California	$	28.7		34.3	%	$	22.0		32.3	%
Florida		22.5		26.9	%		28.2		41.3	%
Other States		32.4		38.8	%		18.0		26.4	%
Total	$	83.6		100.0	%	$	68.2		100.0	%

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Although more diversified in the six months ended June 30, 2007 than in 2006, our business written for the six months ended June 30, 2007 was also heavily weighted in workers’ compensation. Our gross written premiums by line of business as a percentage of total gross written premiums for the six months ended June 30, 2007 and 2006 were as follows:

	Six Months Ended					Six Months Ended
	June 30, 2007					June 30, 2006
			Percentage of					Percentage of
	Gross Written		Gross Written			Gross Written		Gross Written
	Premium		Premium			Premium		Premium
	(dollars in millions)
Workers’ compensation	$	45.9		54.9	%	$	44.5		65.2	%
General liability		18.6		22.2	%		13.7		20.1	%
Commercial automobile		17.3		20.7	%		9.0		13.2	%
All other		1.8		2.2	%		1.0		1.5	%
Total	$	83.6		100.0	%	$	68.2		100.0	%

The table below provides key operating statistics and ratios for the six months ended June 30, 2007 and 2006:

	For the Six Months
	Ended June 30,
	2007			2006
	(dollars in millions,
	except percentages)
Gross premiums written	$	83.6		$	68.2
Net premiums earned	$	72.6		$	48.5
Net loss and loss adjustment expense ratio		57.9	%		58.7	%
Ratio of acquisition expenses to earned premiums		24.4	%		22.1	%
Ratio of all other expenses to gross written premiums		13.3	%		14.3	%

Liquidity and Capital Resources

Specialty Underwriters’ Alliance, Inc. is organized as a holding company and, as such, has no direct operations of its own. Its assets consist primarily of investments in its subsidiary, through which it conducts substantially all of its insurance operations.

As a holding company, Specialty Underwriters’ Alliance, Inc. has continuing funding needs for general corporate expenses, the payment of principal and interest on future borrowings, if any, taxes and the payment of other obligations. Funds to meet these obligations come primarily from dividends and other statutorily permissible payments from our operating subsidiary. The ability of our operating subsidiary to make payments to us is limited by the applicable laws and regulations of Illinois. There are restrictions on the payment of dividends to us by our insurance subsidiary.

Cash Flows

A summary of our cash flows is as follows:

	Six Months Ended June 30,
	2007			2006
	(dollars in millions)
Cash provided by (used for)
Operating activities	$	34.4		$	32.9
Investing activities		(36.5	)		(33.1	)
Financing activities		0.3			2.2
Change in cash	$	(1.8	)	$	2.0

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For the six months ended June 30, 2007, net cash from operating activities was $34.4, principally consisting of premium and deposit collections exceeding losses and expenses paid out. This amount compares to net cash from operating activities of $32.9 million for the six months ended June 30, 2006. The increase in net cash provided by operating activities reflects the overall growth in our business for 2007 compared to 2006.

Cash used for investment activities was $36.5 million for the six months ended June 30, 2007, principally representing purchases of investments and additions to equipment and capitalized software. For the six months ended June 30, 2006, cash used in investment activities was $33.1 million, also principally representing increases in investments and additions to equipment and capitalized software.

We had cash flows from financing activities of $0.3 million from sales of Class B Common Stock to partner agents for the six months ended June 30, 2007. For the six months ended June 30, 2006, cash flows from financing activities from sales of Class B Common Stock to partner agents was $2.2 million.

Fixed Maturity Investments

Our investment portfolio consists of marketable fixed maturity and short-term investments. All fixed maturity investments are classified as available for sale and are reported at their estimated fair value based on quoted market prices. Realized gains and losses are credited or charged to income in the period in which they are realized. Changes in unrealized gains or losses are reported as a separate component of comprehensive income, and accumulated unrealized gains or losses are reported as a separate component of accumulated other comprehensive income in stockholders’ equity.

The aggregate fair market value of our fixed maturity investments at June 30, 2007 was $163.5 million compared to amortized cost of $166.4 million. The aggregate fair market value of our fixed maturity investments at December 31, 2006 was $144.5 million compared to amortized cost of $145.6 million.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Market risk can be described as the risk of change in fair value of a financial instrument due to changes in interest rates, creditworthiness, foreign exchange rates or other factors. We seek to mitigate that risk by a number of actions, as described below.

Interest Rate Risk

Our exposure to market risk for changes in interest rates is concentrated in our investment portfolio. We monitor this exposure through periodic reviews of our consolidated asset and liability positions. We model and periodically review estimates of cash flows, as well as the impact of interest rate fluctuations relating to the investment portfolio and insurance reserves.

The table below summarizes the estimated effects of hypothetical increases and decreases in market interest rates on our investment portfolio:

				Estimated Fair Value		Increase
	Fair Value at		Assumed Change in	After Change in		(Decrease) in
	June 30, 2007		Relevant Interest Rate	Interest Rate		Carrying Value
	(dollars in thousands)
Total investments	$	194,068	100 bp decrease	$	199,885	$	5,817
			50 bp decrease	$	197,050	$	2,982
			50 bp increase	$	191,002	$	(3,066	)
			100 bp increase	$	187,918	$	(6,150	)

Credit Risk

Our portfolio includes primarily fixed income securities and short-term investments, which are subject to credit risk. This risk is defined as default or the potential loss in market value resulting from adverse changes in the borrower’s ability to repay the debt. In our risk management strategy and investment policy, we earn competitive relative returns while investing in a diversified portfolio of securities of high credit quality issuers to limit the amount of credit exposure to any one issuer.

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The portfolio of fixed maturities consists solely of high quality bonds at June 30, 2007 and December 31, 2006. The following table summarizes bond ratings at market or fair value:

	As of June 30, 2007					As of December 31, 2006
	Market Value		Percent of			Market Value		Percent of
	(dollars in thousands)		Portfolio			(dollars in thousands)		Portfolio
US Govt & AAA Bonds	$	104,577		64.0	%	$	88,843		61.5	%
AA Rated		20,424		12.5	%		15,959		11.0	%
A Rated		37,320		22.8	%		39,718		27.5	%
BBB Rated		1,201		0.7	%		—		0.0	%
Total	$	163,522		100.0	%	$	144,520		100.0	%

We also have other receivable amounts subject to credit risk, including reinsurance recoverables from OneBeacon Insurance Company. To mitigate the risk of counterparties’ nonpayment of amounts due under these arrangements, we established business and financial standards for reinsurer approval, incorporating ratings by major rating agencies and considering then-current market information.

Item 4: Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.Disclosure controls and procedures are our controls and procedures that are designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934, or the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by SEC Rules 13a-15(b) and 15d-15(b), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting.There were no changes to our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, these internal controls.

Inherent Limitations on Effectiveness of Controls.A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures and internal controls over financial reporting are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control and internal control over financial reporting systems are met.

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PART II — OTHER INFORMATION

Item 1: Legal Proceedings

None.

Item 1A: Risk Factors

There have been no material changes to the Risk Factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Item 2: Recent Sales of Unregistered Securities

None.

Item 3: Defaults Upon Senior Securities

None.

Item 4: Submission of Matters to a Vote of Security Holders

At our Annual Meeting of Stockholders held on May 1, 2007, stockholders elected each of the following director nominees to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, with the following votes:

	For		Withheld
Courtney C. Smith		11,780,094		737,994
Peter E. Jokiel		11,666,286		849,802
Robert E. Dean		11,807,694		710,394
Raymond C. Groth		11,807,694		710,394
Paul A. Philp		11,808,694		709,394
Robert H. Whitehead		11,807,694		710,394
Russell E. Zimmermann		11,808,694		709,394

At the same meeting, the selection of PricewaterhouseCoopers LLP as independent auditors for the current year was ratified, with the following votes:

For	Against	Abstentions
12,317,938	184,600	15,550

At the same meeting, shareholders voted to approve the 2007 Stock Incentive Plan of the Company, with the following votes:

For	Against	Abstentions
7,210,266	932,327	3,250

The vote totals for all three matters submitted to a vote of the security holders did not include 3,664,812 broker non-votes, which were counted for the purposes of determining the presence of a quorum, but which did not have an effect on the outcome of any matter voted upon at the meeting.

No other matters were voted on at the meeting.

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Item 5: Other Information

None.

Item 6: Exhibits

Exhibits:

Exhibit
Number	Description
10.1	Fourth Amendment to the Securities Purchase Agreement between the Registrant and Specialty Risk Solutions, LLC
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SPECIALTY UNDERWRITERS’ ALLIANCE, INC. (Registrant)
Dated: August 6, 2007	By:	/s/ Courtney C. Smith
		Name:	Courtney C. Smith
		Title:	President and Chief Executive Officer (Principal Executive Officer)
Dated: August 6, 2007	By:	/s/ Peter E. Jokiel
		Name:	Peter E. Jokiel
		Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

20

Exhibits Index

Exhibit
Number	Description
10.1	Fourth Amendment to the Securities Purchase Agreement between the Registrant and Specialty Risk Solutions, LLC
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

21