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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-Q
<Table>
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
[ ] 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: 000-32057
</Table>
AMERICAN PHYSICIANS CAPITAL, INC.
(Exact name of registrant as specified in its charter)
<Table>
MICHIGAN 38-3543910
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
</Table>
1301 NORTH HAGADORN ROAD, EAST LANSING, MICHIGAN 48823
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (517) 351-1150
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par
value
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 [ ]
The number of shares outstanding of the registrant's common stock, no par value
per share, as of August 8, 2001 was 11,207,722.
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TABLE OF CONTENTS
<Table>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets........ 3
Condensed Consolidated Statements of
Income....................................... 4
Condensed Consolidated Statements of
Comprehensive Income......................... 5
Condensed Consolidated Statements of Cash
Flows........................................ 6
Notes to Condensed Consolidated Financial
Statements................................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk............................ 12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders...................................... 13
Item 6. Exhibits and Reports on Form 8-K............. 13
SIGNATURES.................................................. 14
</Table>
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PART I. FINANCIAL INFORMATION
AMERICAN PHYSICIANS CAPITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ITEM 1. FINANCIAL STATEMENTS
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
(IN THOUSANDS,
EXCEPT SHARE DATA)
ASSETS
Investments:
Fixed maturities
Available-for-sale, at fair value...................... $623,571 $464,784
Equity securities, at fair value.......................... 652 730
Other investments......................................... 40,640 40,631
-------- --------
Total investments................................. 664,863 506,145
Cash and cash equivalents................................... 87,065 255,878
Premiums receivable......................................... 51,115 51,354
Reinsurance recoverable..................................... 68,600 72,002
Deferred federal income taxes............................... 32,132 32,725
Property and equipment, net of accumulated depreciation..... 14,122 15,949
Goodwill, net of accumulated amortization................... 15,414 16,481
Other assets................................................ 36,582 27,442
-------- --------
TOTAL ASSETS...................................... $969,893 $977,976
======== ========
LIABILITIES
Unpaid losses and loss adjustment expenses.................. $485,399 $483,273
Unearned premiums........................................... 85,981 88,047
Other liabilities........................................... 27,793 37,231
-------- --------
Total liabilities................................. 599,173 608,551
-------- --------
SHAREHOLDERS' EQUITY
Commons stock, no par value, 50,000,000 shares authorized:
11,208,622 and 11,625,055 shares outstanding at June 30,
2001 and December 31, 2000, respectively
Additional paid-in-capital.................................. 137,034 144,940
Retained earnings........................................... 235,015 226,454
Unearned stock compensation................................. (1,328) (1,450)
Accumulated other comprehensive income:
Net unrealized depreciation on investments, net of
deferred federal income taxes.......................... (1) (519)
-------- --------
Total shareholders' equity........................ 370,720 369,425
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $969,893 $977,976
======== ========
</Table>
The accompanying notes are an integral part of the consolidated financial
statements.
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AMERICAN PHYSICIANS CAPITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ----------------
2001 2000 2001 2000
---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net premiums written............................ $42,011 $39,446 $ 92,517 $ 85,656
Change in unearned premiums..................... 7,331 4,791 6,075 835
------- ------- -------- --------
Net premiums earned........................... 49,342 44,237 98,592 86,491
Investment income............................... 12,280 8,869 24,790 17,154
Net realized gains (losses)..................... 19 1,121 (182) 1,864
Other income.................................... 180 1,930 510 2,103
------- ------- -------- --------
Total revenues................................ 61,821 56,157 123,710 107,612
------- ------- -------- --------
Losses and loss adjustment expenses............. 42,614 37,530 86,147 73,636
Underwriting expenses........................... 10,858 9,736 21,586 19,960
Investment expenses............................. 411 694 943 1,553
Interest expense................................ 113 271 235 464
Amortization expense............................ 534 582 1,067 1,164
General and administrative expenses............. 541 631 932 564
Demutualization Costs........................... 274 274
Restructuring Costs............................. 459 459
------- ------- -------- --------
Total expenses................................ 55,071 50,177 110,910 98,074
------- ------- -------- --------
Income before income taxes.................... 6,750 5,980 12,800 9,538
Federal income tax expense...................... 2,326 1,959 4,239 3,110
------- ------- -------- --------
Net income.................................... $ 4,424 $ 4,021 $ 8,561 $ 6,428
======= ======= ======== ========
Net income per common share
Basic......................................... $ 0.39 $ 0.75
Diluted....................................... $ 0.38 $ 0.74
</Table>
The accompanying notes are an integral part of the consolidated financial
statements.
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AMERICAN PHYSICIANS CAPITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
-----------------
2001 2000
------ -------
(IN THOUSANDS)
Net income.................................................. $8,561 $ 6,428
Other comprehensive income (loss):
Unrealized gains (losses) on investment securities net of
deferred income taxes of $279 in 2001 and ($1,271) in
2000................................................... 518 (2,361)
------ -------
Comprehensive income...................................... $9,079 $ 4,067
====== =======
</Table>
The accompanying notes are an integral part of the consolidated financial
statements.
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AMERICAN PHYSICIANS CAPITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<Table>
<Caption>
SIX MONTHS ENDED JUNE 30,
-------------------------
2001 2000
----------- ----------
(IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................ $ 8,561 $ 6,428
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 2,273 2,491
Net realized (gains) losses............................ 185 (1,864)
Deferred federal income taxes.......................... 205 (337)
Changes in other assets and liabilities................ (14,397) 38,006
--------- --------
NET CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES.......................................... (3,173) 44,724
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases
Available-for-sale -- fixed maturities................. (222,666) 132,003)
Available-for-sale -- equity securities................ (31,842)
Real estate............................................ (5,352)
Property and equipment................................. (1,393) (786)
Sales and maturities
Available-for-sale -- fixed maturities................. 65,103 128,785
Available-for-sale -- equity securities................ 187 33,436
Held-to-maturity....................................... 980
Other investments...................................... 141 3,645
Property and equipment................................. 1,894
--------- --------
NET CASH (USED IN) PROVIDED BY INVESTING
ACTIVITIES.......................................... (156,734) (3,137)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in note payable.................................. (1,000)
Purchase of treasury stock................................ (7,906)
---------
NET CASH USED IN FINANCING ACTIVITIES................ (8,906)
---------
NET (DECREASE) INCREASE IN CASH...................... (168,813) 41,587
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD....... 255,878 33,093
--------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD............. $ 87,065 $ 74,680
========= ========
</Table>
The accompanying notes are an integral part of the consolidated financial
statements.
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AMERICAN PHYSICIANS CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of American Physicians Capital, Inc. ("APCapital") and its wholly owned
subsidiaries, Insurance Corporation of America ("ICA"), APSpecialty Insurance
Corporation, APConsulting LLC, APDirect Sales LLC, Alpha Advisors, Inc.,
APIndemnity (Bermuda), Ltd., APManagement, Ltd. and American Physicians
Assurance Corporation ("APA"), together referred to in this report as the
"Company". All significant intercompany accounts and transactions are eliminated
in consolidation.
The Company is principally engaged in the business of providing medical
professional liability, workers' compensation and personal and commercial
insurance throughout the United States with a concentration of writings in the
Midwest.
The accompanying unaudited condensed consolidated financial statements of
the Company have been prepared in conformity with generally accepted accounting
principles ("GAAP") and with the instructions for Form 10-Q and Rule 10-01 of
Regulation S-X as they apply to interim financial information. Accordingly, they
do not include all of the information and footnotes required by GAAP for
complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The operating results for the six-month period ended June 30, 2001 are
not necessarily indicative of the results to be expected for the year ending
December 31, 2001. The accompanying condensed consolidated financial statements
should be read with the annual consolidated financial statements and notes
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.
In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the dates of the balance sheets and revenues and expenses for
the periods then ended. Actual results may differ from those estimates.
The most significant estimates that are susceptible to significant change
in the near term relate to the determination of the losses and loss adjustment
expense reserves. Although considerable variability is inherent in these
estimates, management believes that the reserves are adequate. The estimates are
reviewed regularly and adjusted as necessary. Such adjustments are reflected in
current operations.
2. STOCKHOLDERS' EQUITY AND NET INCOME PER SHARE
In March 2001, the Company's Board of Directors authorized the purchase of
up to 5% of its outstanding common stock, representing approximately 581,000
shares. The Company's purchase of any of its shares is subject to limitations
that may be imposed by applicable securities laws and regulations and the rules
of the Nasdaq Stock Market. The timing of the purchases and the number of shares
to be bought at any one time depend on market conditions and the Company's
capital requirements. As of June 30, 2001, the Company has purchased 415,000
shares at a cost of $7.9 million related to this authorization.
Net income per share is computed by dividing net income by the weighted
average number of shares of common stock and common stock equivalents (stock
options and stock awards) calculated on a daily basis. The weighted average
common shares used for determining basic income per common share were 11,413,685
for the six months ended June 30, 2001. The effect of dilutive stock options and
awards added 175,163 shares for the six months ended June 30, 2001 for the
computation of diluted income per common share. The weighted average common
shares used for determining basic income per common share were 11,376,169 for
the three months ended June 30, 2001. The effect of dilutive stock options and
awards added 176,772 shares for the three months ended June 30, 2001 for the
computation of diluted income per common share.
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AMERICAN PHYSICIANS CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
3. SEGMENT INFORMATION
The Company is organized and operates principally in the property and
casualty insurance industry and has five reportable segments -- medical
professional liability, workers' compensation, personal and commercial lines,
other, and corporate and investments. The accounting policies of the segments
are the same as those described in the basis of presentation. Expense
allocations are based primarily on loss and loss adjustment expenses by line of
business and certain other estimates for underwriting expenses; reported segment
results would change if different methods were applied. The Company does not
allocate assets, investment income and income taxes to operating segments.
Segment information, for which results are regularly reviewed by management in
making decisions about resources to be allocated to the segments and assess
their performance, is summarized as follows:
<Table>
<Caption>
SIX MONTHS ENDED
JUNE 30,
--------------------
2001 2000
---- ----
Revenues:
Professional liability.................................... $ 59,157 $ 53,113
Workers' compensation..................................... 26,239 22,617
Personal and commercial................................... 4,586 6,033
Other..................................................... 8,610 4,727
Corporate and investments................................. 25,118 21,122
-------- --------
Total revenue.......................................... $123,710 $107,612
======== ========
Income (loss) before income taxes:
Professional liability.................................... (2,738) (3,590)
Workers' compensation..................................... (3,131) (1,656)
Personal and commercial................................... (2,598) (605)
Other..................................................... (672) (1,254)
Corporate and investments................................. 21,939 16,643
-------- --------
Total income before income taxes....................... $ 12,800 $ 9,538
======== ========
</Table>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the condensed consolidated financial statements and the notes thereto included
elsewhere in this report and the Company's Annual Report on Form 10-K for the
year ended December 31, 2000. The following discussion contains certain forward-
looking statements relating to the Company's anticipated future financial
condition and operating results of and its current business plans. In the
future, the financial condition and operating results of the Company could
differ materially from those discussed herein and its current business plans
could be altered in response to market conditions and other factors beyond the
Company's control. Important factors that could cause or contribute to such
differences are discussed elsewhere in this report and in "Item
1 -- Business -- Uncertainties Relating to Forward-Looking Statements" of the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 and
other reports filed by the Company with the Securities and Exchange Commission.
While we believe that our forward-looking statements are reasonable, you should
not place undue reliance on any such forward-looking statements, which speak
only as of the date made. Except as required by applicable law, the Company does
not undertake any obligation to publicly release any revisions which may be made
to any forward-looking statements to reflect events or circumstances occurring
after the date of this report.
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RESULTS OF OPERATIONS -- 2001 QUARTER AND YEAR-TO-DATE RESULTS COMPARED TO 2000
We operate primarily in three insurance product segments: Medical
Professional Liability, Workers' Compensation and Personal and Commercial Lines.
See Note 3 to Notes to Condensed Consolidated Financial Statements for further
information regarding the operating results of our business segments.
MEDICAL PROFESSIONAL LIABILITY INSURANCE OPERATIONS SEGMENT
Medical professional liability net premiums earned were $59.2 million for
the six months ended June 30, 2001, an increase of $6.1 million, or 11.5%,
compared to the six months ended June 30, 2000. For the three months ended June
30, 2001, medical professional liability net earned premiums were $29.8 million,
an increase of $3.0 million, or 11.2%, compared to the three months ended June
30, 2000. The increases in medical professional liability net premiums earned
were mainly due to price increases instituted by the Company in all states and,
to a lesser extent, to greater penetration of the Florida market.
Medical professional liability incurred loss and loss adjustment expenses
totaled $50.4 million for the six months ended June 30, 2001, an increase of
$3.0 million, or 6.3%, compared to the six months ended June 30, 2000. For the
three months ended June 30, 2001, loss and loss adjustment expenses were $25.5
million, an increase of $2.3 million or 9.9%, compared to the three months ended
June 30, 2000. The medical professional liability incurred loss and loss
adjustment expense ratio decreased to 85.2% for the six months ended June 30,
2001 from 89.3% for the same period of 2000. For the three months period ended
June 30, 2001 and 2000, the loss ratios were 85.6% and 86.4%, respectively. The
decreasing loss ratios were due primarily to increases in premium rates, a
tightening of our underwriting standards and a reduction of our policy limits in
certain states.
Medical professional liability underwriting expenses were $11.5 million for
the six months ended June 30, 2001, an increase of $2.2 million, or 23.6%,
compared to the same period of 2000. The underwriting expense ratio was 19.3%
for the six months ended June 30, 2001, compared to 17.5% for the same period of
2000. Underwriting expenses were $5.8 million for the quarter ended June 30,
2001, an increase of $1.5 million, or 34.9% from the same three months in 2000.
The underwriting ratio increased to 19.3% for the second quarter of 2001 from
15.9% for the same period in 2000. These increases were due primarily to the
growth of premiums in states where the Company pays higher commissions and
higher license and other fees.
WORKERS' COMPENSATION INSURANCE OPERATIONS SEGMENT
Workers' compensation net premiums earned were $26.2 million for the six
months ended June 30, 2001, an increase of $3.6 million, or 15.9%, compared to
the six months ended June 30, 2000. For the three months ended June 30, 2001,
workers' compensation net earned premiums were $13.2 million, an increase of
$1.5 million, or 12.8%, compared to the three months ended June 30, 2000. The
increases in net premiums earned are due primarily to premium rate increases and
policy growth in the states of Minnesota, Illinois and Iowa.
Workers' compensation incurred loss and loss adjustment expenses totaled
$22.3 million for the six months ended June 30, 2001, an increase of $4.7
million, or 26.7%, compared to the same period of 2000. For the three months
ended June 30, 2001, loss and loss adjustment expenses were $11.2 million, an
increase of $2.5 million, or 28.7%, compared to the three months ended June 30,
2000. The workers' compensation incurred loss and loss adjustment expense ratio
increased to 84.9% for the six months ended June 30, 2001 from 77.8% for the
same period of 2000. For the three-month period ended June 30, 2001 and 2000,
the loss ratios were 84.9% and 74.8%, respectively. The increasing loss ratios
were primarily due to higher loss expenses in Minnesota and $600,000 of adverse
reserve development on prior year losses incurred in 2001.
Workers' compensation underwriting expenses were $7.1 million for the six
months ended June 30, 2001, an increase of $412,000, or 6.1%, compared to the
same period of 2000. The underwriting expense ratio decreased to 27.0% for the
six months ended June 30, 2001, from 29.5% for the same period of 2000.
Underwriting expenses were $3.6 million for the quarter ended June 30, 2001, an
increase of $100,000, or 2.9% from the same three months in 2000. The
underwriting ratio decreased to 27.1% for the second quarter of 2001
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from 29.9% for the period in 2000. These decreases resulted primarily from the
Company's expense reduction initiatives and lower assessments and fees.
PERSONAL AND COMMERCIAL LINES INSURANCE OPERATIONS SEGMENT
Personal and commercial net premiums earned were $4.6 million for the six
months ended June 30, 2001, a decrease of $1.4 million, or 23.3%, compared to
the six months ended June 30, 2000. For the three months ended June 30, 2001,
personal and commercial net earned premiums were $1.9 million, a decrease of
$1.2 million, or 38.7%, compared to the three months ended June 30, 2000. These
decreases were due to the Company's phase-out of this line.
Personal and commercial incurred loss and loss adjustment expenses totaled
$6.2 million for the six months ended June 30, 2001, an increase of $1.7 million
or 38.6%, compared to the six months ended June 30, 2000. For the three months
ended June 30, 2001, loss and loss adjustment expenses were $2.1 million, a
decrease of $200,000, or 8.7%, compared to the three months ended June 30, 2000.
The personal and commercial insurance incurred loss and loss adjustment expense
ratio increased to 135.8% for the six months ended June 30, 2001, from 74.1% for
the same period of 2000. For the three-month periods ended June 30, 2001 and
2000, the loss ratios were 108.5% and 75.0%, respectively. The increasing loss
ratios were due primarily to a higher amount of winter storm-related losses in
2001 and the run-off of this line.
Personal and commercial underwriting expenses were $957,000 for the six
months ended June 30, 2001, a decrease of $1.2 million, or 54.5%, compared to
the same period of 2000. The underwriting expense ratio decreased to 20.9% for
the six months ended June 30, 2001 from 35.9% for the same period of 2000.
Underwriting expenses were $361,000 for the quarter ended June 30, 2001, a
decrease of $790,000, or 68.6%, from the same three months in 2000. The
underwriting ratio decreased to 18.6% for the second quarter of 2001 from 36.9%
for the same period in 2000. These reductions of expenses are directly related
to the closing of this line of business, which began in the fourth quarter of
2000.
CORPORATE, INVESTMENTS AND OTHER
Net investment income, excluding realized investment gains, was $24.8
million for the six months ended June 30, 2001, an increase of $7.6 million, or
44.2%, compared to the six months ended June 30, 2000. For the quarter ended
June 30, 2001, net investment income was $12.3 million, an increase of $3.6
million, or 41.4% compared to the same period for 2000. Approximately $4.4
million of the annual increase is attributable to investment of the proceeds of
the Company's initial public offering received in December 2000. In addition, in
2000, the Company liquidated approximately $35 million in equity securities,
investing the proceeds in interest income producing government and corporate
bonds and shifting some of the Company's portfolio from tax-exempt securities to
higher yielding taxable corporate securities. Net realized gains and losses were
($183,000) and $1.8 million during the six-month periods ended June 30, 2001 and
2000, respectively. Net realized gains were $19,000 in the second quarter of
2001 compared to $1,121,000 in the second quarter of 2000.
The Company's general and administrative expenses increased $368,000 to
$932,000 during the six months ended June 30, 2001 compared to the prior year.
The increase was due to new costs incurred by the holding company associated
with the Company becoming publicly traded in December 2000. These costs include
stock market listing fees, investor relations fees, shareholder meeting costs
and securities reporting expenses. Management expects the general and
administrative expenses from 2001 to be more representative of continuing
operations.
The second quarter of 2000 also included unique items, which were not
incurred in the second quarter of 2001. In the second quarter of 2000, the
Company incurred demutualization and restructuring costs associated with the
initial public offering process. Also, the Company was able to recognize
interest income earned in 2000 associated with the final settlement refund from
the Internal Revenue Service.
The Company recorded $4.2 million in federal income tax expense for the six
months ended June 30, 2001, compared to a $3.1 million expense during the same
period in 2000, due to the higher income for the
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current quarter. The effective tax rate was 33.1% for the six months ended June
30, 2001, compared to 32.6% for the six months ended June 30, 2000.
Net income for the six months ended June 30, 2001 was $8.6 million on
revenues of $123.7 million compared to net income of $6.4 million on revenues of
$107.6 million for the six months ended June 30, 2000. Net income for the second
quarter of 2001 was $4.4 million on revenues of $61.8 million, compared to net
income of $4.0 million on revenues of $56.2 million for the second quarter of
2000. The increase in net income was due primarily to increased investment
income and reductions in the Company's expense ratio. We expect, however, that
any further reductions to the underwriting expense ratio will be offset by
investments being made to improve technology systems of the Company.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
The primary sources of our liquidity, on both a short- and long-term basis,
are funds provided by insurance premiums collected, net investment income,
recoveries from reinsurance and proceeds from the maturity or sale of invested
assets. The primary uses of cash, on both a short- and long-term basis, are
losses, loss adjustment expenses, operating expenses, reinsurance premiums and
taxes. In addition, the Company is indebted to a related party in the amount of
$9.0 million in connection with the purchase of Stratton-Cheeseman Management
Company. The indebtedness is due in annual installments, without interest, over
the next seven years. At June 30, 2001, the Company had no material commitments
for capital expenditures.
The Company's net cash flow used in operating activities was approximately
$3.1 million for the six months ended June 30, 2001, compared to $44.7 million
generated from operations for the six months ended June 30, 2000. The six months
ended June 30, 2000 included the receipt of $41.2 million related to the
settlement with the Internal Revenue Service. The Company generated negative
cash flows from operations for the six months ended June 30, 2001, primarily due
to the timing of reinsurance premium payments and changes in certain other asset
and liability accounts.
At June 30, 2001, the Company had $87.1 million of cash available and an
investment portfolio of $664.7 million. The portfolio includes $9.4 million of
bonds maturing in the next year to meet short-term cash flow needs. On a
long-term basis, fixed income securities are purchased on a basis intended to
provide adequate cash flows from future maturities. As of June 30, 2001, $245.7
million of bonds mature in the next one to five years and $314.2 million mature
in the next five to ten years.
Total assets decreased $8.2 million to $969.8 million at June 30, 2001,
compared to $978.0 million at December 31, 2000. The decrease was due primarily
to a decrease in cash and invested assets as a result of cash used in operations
and stock repurchases. Other assets increased due to a larger amount of accrued
investment income and certain prepaid assets.
Loss and loss adjustment expense reserves increased $2.1 million to $485.4
million at June 30, 2001, from $483.3 million at December 31, 2000. This
increase was due to increased writings in both the workers' compensation and
medical professional liability lines.
The unearned premium reserve decreased $2.0 million, or 2.3% to $86.0
million at June 30, 2001, from $88.0 million at December 31, 2000. The decrease
was due primarily to the lower seasonal writing in medical professional
liability in the second quarter of 2001.
In March 2001, the Company's Board of Directors approved a stock repurchase
program authorizing the Company to acquire up to 5%, or approximately 581,000
shares of its outstanding common stock. The Company's purchase of any of its
shares is subject to limitations that may be imposed by applicable securities
laws and the rules of the Nasdaq Stock Market. The timing of the purchases and
the number of shares to be bought at any one time depend on market conditions
and the Company's capital requirements. Approximately 415,000 shares have been
repurchased under the program as of June 30, 2001 at a cost of $7,886,000. In
July 2001, the Company's Board of Directors authorized the repurchase of up to
an additional 5% of the outstanding shares of its common stock, or approximately
560,000 shares.
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Based on historical trends, market conditions and our business plans, we
believe that our existing resources and sources of funds will be sufficient to
meet our short- and long-term liquidity needs over the next year and beyond.
Because economic, market and regulatory conditions may change, there can be no
assurance that our funds will be sufficient to meet these liquidity needs.
EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which is effective for fiscal quarters of
all fiscal years beginning after June 15, 2000 (as amended by SFAS Nos. 137 and
138). SFAS No. 133 requires that all derivative instruments be recorded on the
balance sheet at fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction,
and if it is, the type of hedge transaction. Because we currently do not use
derivative instruments, the adoption of SFAS No. 133 did not affect our results
of operations or financial position.
In July 2001, the FASB issued SFAS No. 141 "Business Combinations" and SFAS
No. 142 "Goodwill and Intangible Assets." These standards provide guidance on
how our company would account for acquired businesses and related disclosure
issues.
These standards eliminate the "pooling of interest" method for transactions
initiated after June 30, 2001, and effective January 1, 2002, eliminate the
amortization of goodwill and certain intangible assets. The standards require
annual impairment testing and potential loss recognition for goodwill and
non-intangible assets. The change regarding the elimination of goodwill and
other intangible amortization will be made prospectively with the adoption of
the new standard as of January 1, 2002. Prior period financial results will be
not be restated. However, we will also disclose, for comparison purposes,
earnings information for prior periods exclusive of comparable amortization
expense. We are currently assessing the impact of these provisions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
GENERAL
Market risk is the risk of loss due to adverse changes in market rates and
prices. We invest primarily in fixed maturity securities, which are
interest-sensitive assets. Accordingly, our primary market risk is exposure to
changes in interest rates.
As of June 30, 2001, the majority of our investment portfolio was invested
in fixed maturity securities and short-term investments. The fixed maturity
securities primarily consisted of U.S. government and agency bonds, high-quality
corporate bonds, mortgage-backed securities and tax-exempt U.S. municipal bonds.
QUALITATIVE INFORMATION ABOUT MARKET RISK
Investments in our portfolio have varying degrees of risk. The primary
market risk exposure to the fixed maturity portfolio is interest rate risk,
which is limited somewhat by our management of duration. The distribution of
maturities and sector concentrations are monitored on a regular basis.
We regularly examine the quality distribution of our investment portfolio
for evidence of impairment. When a security in our investment portfolio has a
decline in market value, which is other than temporary, we are required by GAAP
to reduce the carrying value of such security to its net realizable value. All
declines in market values of our investment securities at June 30, 2001 were
deemed to be temporary.
QUANTITATIVE INFORMATION ABOUT MARKET RISK
Our fixed income security portfolio was valued at $623.6 million at June
30, 2001 and had an average modified duration of 4.16 years. The following table
shows the effects of a change in interest rates on the fair value and duration
of our portfolio. We have assumed an immediate increase or decrease of 1% or 2%
in
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interest rate for illustrative purposes. You should not consider this assumption
or the values shown in the table to be a prediction of actual future results.
<Table>
<Caption>
PORTFOLIO CHANGE MODIFIED
CHANGES IN RATES VALUE IN VALUE DURATION
---------------- --------- -------- --------
(DOLLARS IN THOUSANDS)
+2%........................................................ $569,547 $(54,025) 4.23
+1%........................................................ 595,927 (27,644) 4.22
0.......................................................... 623,571 -- 4.16
- -1%........................................................ 649,596 26,024 3.84
- -2%........................................................ 676,221 52,649 3.95
</Table>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on June 13, 2001, at
which the shareholders elected six directors. Each of the nominees for director
at the meeting was an incumbent and all nominees were elected. The following
table sets forth the number of votes for and withheld with respect to each
nominee.
<Table>
<Caption>
VOTES VOTES
NOMINEE FOR WITHHELD
------- ---------- --------
Myron R. Emerick, D.O...................... 10,540,162 5,700
AppaRao Mukkamala, M.D..................... 10,540,162 5,700
Billy B. Baumann, M.D...................... 10,540,162 5,700
Lloyd A. Schwartz.......................... 10,539,762 6,100
William B. Cheeseman....................... 10,540,162 5,700
Thomas R. Berglund, M.D.................... 10,540,162 5,700
</Table>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None Filed.
(b) Reports on Form 8-K.
No reports were filed during the three months ended June 30, 2001.
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SIGNATURES
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 thereunto duly authorized.
Date: August 10, 2001
AMERICAN PHYSICIANS CAPITAL, INC.
By: /s/ WILLIAM B. CHEESEMAN
--------------------------------------
William B. Cheeseman
Its: President and Chief Executive
Officer
By: /s/ FRANK H. FREUND
--------------------------------------
Frank H. Freund
Its: Vice President, Treasurer,
Chief Financial Officer
and principal accounting officer
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