SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2004
Commission File Number: 0-25505
NCRIC Group, Inc.
Delaware 52-2134774
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1115 30th Street, N.W., Washington, D.C. 20007
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(Address of Principal Executive Offices)
202- 969-1866
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(Registrant's Telephone Number)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par
value $.01 per share
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 twelve months (or for such shorter period that the
Registrant was required to file reports) and (2) has been subject to such
requirements for the past 90 days. Yes [X]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation 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
amendments to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes [ ] No [X]
As of March 15, 2005, there were issued and outstanding 6,892,517
shares of the Registrant's Common Stock. The aggregate value of the voting stock
held by non-affiliates of the Registrant, computed by reference to the last
trade price of the Common Stock as of June 30, 2004 was $59.9 million.
Documents Incorporated by Reference
The following documents, in whole or in part, are specifically
incorporated by reference in the indicated Part of this Annual Report on Form
10-K:
I. Portions of the NCRIC Group, Inc. Proxy Statement for the 2005 Annual
Meeting of Shareholders are incorporated by reference into certain
items of Part III.
EXPLANATORY NOTE
The earnings per share for the years ended December 31, 2000 and 2001,
included in the five year Selected Consolidated Financial And Other Data set
forth in Item 6, Selected Financial Data, of the Form 10-K filed on March 21,
2005, was incorrect (it was historical data that did not reflect the exchange
ratio applied in the conversion and stock offering completed on June 25, 2003).
This Amendment Number One to the Registrant's Annual Report on Form 10-K is
filed to include the correct information.
In addition, this Form 10-K/A corrects a typographical omission of the
words "financial statements and" in the consent that was included as exhibit
23.2 to the Form 10-K filed on March 21, 2005.
Item 6. Selected Financial Data
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
The following tables set forth selected consolidated historical
financial and other data of NCRIC Group for the years and at the dates indicated
and are derived in part from and should be read together with the audited
consolidated financial statements and notes thereto of NCRIC Group, as well as
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" which were included elsewhere in the Form 10-K as filed on March 21,
2005.
At or for the Year Ended December 31,
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2004 2003 2002 2001 2000
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(Dollars in thousands, except per share data)
Statement Of Operations Data:
Gross premiums written .................. $ 87,229 $ 71,365 $ 51,799 $ 34,459 $ 22,727
========= ========= ========= ========= =========
Net premiums written .................... $ 72,536 $ 59,277 $ 33,804 $ 23,624 $ 15,610
========= ========= ========= ========= =========
Net premiums earned ..................... $ 66,462 $ 47,264 $ 30,098 $ 20,603 $ 14,611
Net investment income ................... 7,256 6,008 5,915 6,136 6,407
Net realized investment gains (losses) .. 475 1,930 (131) (278) (5)
Practice management and related income .. 4,395 4,906 5,800 6,156 5,317
Other income ............................ 820 1,155 1,013 602 470
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Total revenues ....................... 79,408 61,263 42,695 33,219 26,800
Losses and loss adjustment expenses ..... 70,310 50,473 26,829 18,858 11,946
Underwriting expenses ................... 12,635 10,003 8,168 4,877 3,591
Practice management and related expenses 5,016 5,222 5,811 6,063 4,970
Interest expense on Trust Preferred
Securities............................. 857 826 62 0 0
Other expenses .......................... 2,514 1,651 1,405 1,245 1,237
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Total expenses ....................... 91,332 68,175 42,275 31,043 21,744
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(Loss) income before income taxes ....... (11,924) (6,912) 420 2,176 5,056
Income tax (benefit) provision .......... (4,804) (2,694) (322) 597 1,561
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Net (loss) income ....................... $ (7,120) $ (4,218) $ 742 $ 1,579 $ 3,495
========= ========= ========= ========= =========
Net (loss) earnings per share
Basic .................................. $ (1.12) $ (0.65) $ 0.11 $ 0.24 $ 0.53
Diluted ................................ $ (1.12) $ (0.65) $ 0.11 $ 0.23 $ 0.53
Balance Sheet Data:
Invested assets ......................... $ 202,307 $ 174,357 $ 120,120 $ 103,125 $ 98,045
Total assets ............................ 292,899 262,546 202,687 161,002 145,864
Reserves for losses and loss adjustment
expenses............................... 153,242 125,991 104,022 84,560 81,134
Total liabilities ....................... 220,884(1) 184,567(1) 154,870(1) 116,548 104,415
Total stockholders' equity .............. 72,015 77,979 47,817 44,454 41,449
Selected GAAP Underwriting Ratios(2):
Losses and loss adjustment expenses ratio 105.8% 106.8% 89.1% 91.5% 81.7%
Underwriting expense ratio .............. 19.0% 21.2% 27.2% 23.7% 24.6%
Combined ratio .......................... 124.8% 128.0% 116.3% 115.2% 106.3%
Selected Statutory Data:
Losses and loss adjustment expenses ratio 105.8% 106.8% 89.2% 90.0% 75.3%
Underwriting expense ratio .............. 20.7% 22.6% 22.6% 21.8% 19.7%
Combined ratio .......................... 126.5% 129.4% 111.8% 111.8% 95.0%
Operating ratio(3) ...................... 115.6% 113.3% 92.4% 84.3% 63.6%
Ratio of net premiums written to
policyholders' surplus ................ 1.15 0.84 0.83 0.77 0.60
Policyholders' surplus .................. $ 62,994 $ 70,372 $ 44,269 $ 32,759 $ 29,764
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(1) Includes $15.0 million of Trust Preferred Securities.
(2) In calculating GAAP underwriting ratios, renewal credits are considered a
reduction of premium income. In addition, earned premium is used to
calculate the GAAP loss and underwriting expense ratios. For statutory
purposes, renewal credits are not considered a reduction in premium income,
and written premiums are used to calculate the statutory underwriting
expense ratio. Due to these differences in treatment, GAAP combined ratios
can differ significantly from statutory combined ratios. See Note 11 to the
consolidated financial statements for a discussion of the differences
between statutory and GAAP reporting.
(3) The operating ratio is the statutory combined ratio offset by the benefit
of investment income expressed as a percentage of premiums earned.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K:
(c) Exhibits.
The following exhibits are filed as part of this report or are
incorporated by reference to other filings.
3.1 Certificate of Incorporation of NCRIC Group, Inc. (1)
3.2 Bylaws of NCRIC Group, Inc.(2)
10.1 Stock Option Plan (3)
10.2 Stock Award Plan (3)
10.3 NCRIC Group, Inc. 2003 Stock Option Plan (4)
10.4 NCRIC Group, Inc. 2003 Stock Award Plan (4)
10.5 Employment Agreement between NCRIC Group, Inc., NCRIC Inc.,
and R. Ray Pate, Jr. (5)
10.6 Employment Agreement between NCRIC Group, Inc, NCRIC, Inc. and
Rebecca B. Crunk (5)
10.7 Consulting Agreement between NCRIC Group, Inc. and Stephen S.
Fargis (6)
10.8 Employment Agreement with William E. Burgess (2)
10.9 Lease (3)
10.10 Amendment to Lease (3)
10.11 Administrative Services Agreement (7)
10.12 Tax Sharing Agreement (7)
10.13 Agreement and Plan of Merger between NCRIC Group, Inc. and
ProAssurance Corporation (8)
21 Subsidiaries (9)
23.2 Consent of Independent Registered Public Accounting Firm
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 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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(1) Incorporated by reference to the Pre-Effective Amendment No. 1
to the Registration Statement on Form S-1 filed with the
Commission on May 12, 2003.
(2) Incorporated by reference to the Registration Statement on
Form S-1 filed with the Commission on March 25, 2003.
(3) Incorporated by reference to the Registrant's Registration
Statement on Form SB-2 (File No. 333- 69537) filed with the
Commission on December 23, 1998 and subsequently amended on
April 15, 1999, March 12, 1999 and May 7, 1999.
(4) Incorporated by reference to the Registrant's Proxy Statement
for the 2003 Annual Meeting of Shareholders filed with the
Commission on May 19, 2003.
(5) Incorporated by reference to the Registrant's Annual Report on
Form 10-K (File No. 0-25505), originally filed with the
Commission on March 27, 2002.
(6) Incorporated by reference to the Registrant's Current Report
on Form 8-K (File No. 0-25505), originally filed with the
Commission on January 6, 2005.
(7) Incorporated by reference to the Registrant's Annual Report on
Form 10-K (File No. 0-25505), originally filed with the
Commission on March 26, 2004.
(8) Incorporated by reference to Exhibit 2.1 of the Registrant's
Current Report on Form 8-K (File No. 0-25505), originally
filed with the Commission on March 4, 2005, which incorporates
the Agreement and Plan of Merger dated as of February 28, 2005
by reference to Exhibit 2.1 of the Current Report on Form 8-K
of ProAssurance Corporation (File No. 001-16533), originally
filed with the Commission on March 3, 2005.
(9) Previously filed with Registrant's Form 10-K for the fiscal
year ended December 31, 2004 on March 21, 2005.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NCRIC Group, Inc.
Date: April 19, 2005 By: /s/ R. Ray Pate, Jr.
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R. Ray Pate, Jr.
Vice Chairman, President and Chief Executive
Officer
(Duly Authorized Representative)
/s/ Rebecca B. Crunk
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Rebecca B. Crunk
Senior Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)