FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-13277
CNA SURETY CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-4144905
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
CNA PLAZA, CHICAGO, ILLINOIS 60685
(Address of principal executive offices) (Zip Code)
(312)822-5000
(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
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
42,993,446 shares of Common Stock, $.01 par value as of May 3, 2004.
CNA SURETY CORPORATION AND SUBSIDIARIES
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION:
Item 1. Condensed Consolidated Financial Statements:
Independent Accountants' Report ..................................................... 3
Condensed Consolidated Balance Sheets at March 31, 2004 and
at December 31, 2003 (Unaudited)..................................................... 4
Condensed Consolidated Statements of Income for the Three Months
Ended March 31, 2004 and 2003 (Unaudited)............................................ 5
Condensed Consolidated Statements of Stockholders' Equity for the
Three Months Ended March 31, 2004 and 2003 (Unaudited)............................... 6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2004 and 2003 (Unaudited).................................................. 7
Notes to Condensed Consolidated Financial Statements
(Unaudited) ......................................................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................................ 17
Item 3. Quantitative and Qualitative Disclosures About Market Risk........................... 33
Item 4. Disclosure Controls and Procedures................................................... 34
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings.................................................................... 35
Item 2. Changes in the Rights of the Company's Security Holders.............................. 35
Item 3. Defaults Upon Senior Securities...................................................... 35
Item 4. Submission of Matters to a Vote of Security Holders.................................. 35
Item 5. Other Information.................................................................... 35
Item 6. Exhibits and Reports on Form 8-K .................................................... 35
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Stockholders of
CNA Surety Corporation
Chicago, Illinois
We have reviewed the accompanying condensed consolidated balance sheet of CNA
Surety Corporation and subsidiaries as of March 31, 2004, and the related
condensed consolidated statements of income, stockholders' equity and cash flows
for the three-month periods ended March 31, 2004 and 2003. These interim
financial statements are the responsibility of the Corporation's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with
auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to such condensed consolidated interim financial statements for them to
be in conformity with accounting principles generally accepted in the United
States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of CNA
Surety Corporation and subsidiaries as of December 31, 2003, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
year then ended (not presented herein); and in our report dated March 12, 2004,
we expressed an unqualified opinion on those consolidated financial statements
and included an explanatory paragraph relating to the Company's change in
accounting for goodwill and indefinite-lived intangible assets in 2002. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 2003 is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.
Deloitte & Touche LLP
Chicago, Illinois
May 6, 2004
3
CNA SURETY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
MARCH 31, DECEMBER 31,
2004 2003
------------------ -------------
ASSETS
Invested assets and cash:
Fixed income securities, at fair value (amortized cost: $607,765 and $544,201)............... $ 645,829 $ 580,056
Equity securities, at fair value (cost: $3,041 and $992)..................................... 3,241 1,061
Short-term investments, at cost (approximates fair value).................................... 39,063 63,871
Other investments, at fair value............................................................. 1,077 1,119
------------------ -------------
Total invested assets..................................................................... 689,210 646,107
Cash........................................................................................... 5,994 7,965
Deferred policy acquisition costs.............................................................. 106,062 104,674
Insurance receivables:
Premiums, including $13,757 and $18,394 from affiliates (net of allowance for
doubtful accounts: $1,575 and $1,575)..................................................... 39,155 39,455
Reinsurance, including $8,685 and $52,704 from affiliates.................................... 137,995 177,775
Intangible assets (net of accumulated amortization: $25,523 and $25,523)....................... 138,785 138,785
Current income taxes receivables............................................................... 20,370 21,315
Property and equipment, at cost (less accumulated
depreciation: $19,619 and $18,944)........................................................... 15,932 16,556
Prepaid reinsurance premiums................................................................... 13,226 6,432
Accrued investment income...................................................................... 8,014 8,031
Other assets................................................................................... 2,070 2,028
------------------ -------------
Total assets............................................................................ $ 1,176,813 $ 1,169,123
================== =============
LIABILITIES
Reserves:
Unpaid losses and loss adjustment expenses................................................... $ 412,325 $ 413,539
Unearned premiums............................................................................ 227,220 224,068
------------------ -------------
Total reserves............................................................................ 639,545 637,607
Debt........................................................................................... 45,418 50,418
Deferred income taxes, net..................................................................... 32,340 30,738
Reinsurance and other payables to affiliates................................................... 787 191
Accrued expenses............................................................................... 13,820 14,854
Other liabilities.............................................................................. 26,787 25,174
------------------ -------------
Total liabilities........................................................................ $ 758,697 $ 758,982
------------------ -------------
Commitments and contingencies (See Notes 4, 6, & 7)
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share, 100,000 shares authorized; 44,407
shares issued and 42,993 shares outstanding at March 31, 2004 and 44,401
shares issued and 42,980 shares outstanding at December 31, 2003............................. 444 444
Additional paid-in capital..................................................................... 255,848 255,816
Retained earnings.............................................................................. 152,160 145,786
Accumulated other comprehensive income......................................................... 24,842 23,351
Treasury stock, at cost........................................................................ (15,178) (15,256)
------------------ -------------
Total stockholders' equity................................................................ 418,116 410,141
------------------ -------------
Total liabilities and stockholders' equity................................................ $ 1,176,813 $ 1,169,123
================== =============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
CNA SURETY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-------------------------------
2004 2003
------------- -------------
Revenues:
Net earned premium....................................................................... $ 75,197 $ 71,206
Net investment income.................................................................... 6,977 6,699
Net realized investment gains............................................................ 2,230 730
------------- -------------
Total revenues........................................................................ 84,404 78,635
------------- -------------
Expenses:
Net losses and loss adjustment expenses.................................................. 20,631 18,606
Net commissions, brokerage and other underwriting expenses............................... 55,312 44,296
Interest expense......................................................................... 342 353
------------- -------------
Total expenses........................................................................ 76,285 63,255
------------- -------------
Income before income taxes................................................................. 8,119 15,380
Income taxes............................................................................... 1,745 4,391
------------- -------------
Net income................................................................................. $ 6,374 $ 10,989
============= =============
Earnings per share......................................................................... $ 0.15 $ 0.26
============= =============
Earnings per share, assuming dilution...................................................... $ 0.15 $ 0.26
============= =============
Weighted average shares outstanding........................................................ 42,991 42,957
============= =============
Weighted average shares outstanding, assuming dilution..................................... 43,055 42,962
============= =============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
CNA SURETY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
COMMON
STOCK ADDITIONAL
SHARES COMMON PAID-IN COMPREHENSIVE
OUTSTANDING STOCK CAPITAL INCOME
----------- --------- --------------- -------------
Balance, December 31, 2002...................................... 42,947 $ 444 $ 255,765
Comprehensive income:
Net income.................................................... -- -- -- $ 10,989
Other comprehensive income:
Change in unrealized gains on securities (after income
taxes), net of reclassification adjustment of ($958).......... -- -- -- 992
-------------
Total comprehensive income................................. $ 11,981
=============
Issuance of treasury stock to employee stock purchase program... 9 -- (38)
Stock options exercised and other............................... 3 -- 4
------ --------- ---------------
Balance, March 31, 2003......................................... 42,959 $ 444 $ 255,731
====== ========= ===============
Balance, December 31, 2003...................................... 42,980 $ 444 $ 255,816
Comprehensive income:
Net income.................................................... -- -- -- $ 6,374
Other comprehensive income:
Change in unrealized gains on securities (after income
taxes), net of reclassification adjustment of $1,549.......... -- -- -- 1,491
-------------
Total comprehensive income................................. $ 7,865
=============
Issuance of treasury stock to employee stock purchase program... 7 -- (22)
Stock options exercised and other............................... 6 -- 54
------ --------- ---------------
Balance, March 31, 2004......................................... 42,993 $ 444 $ 255,848
====== ========= ===============
ACCUMULATED
OTHER TREASURY TOTAL
RETAINED COMPREHENSIVE STOCK STOCKHOLDERS'
EARNINGS INCOME (AT COST) EQUITY
--------------- ------------- --------------- ---------------
Balance, December 31, 2002...................................... $ 159,937 $ 19,861 $ (15,446) $ 420,561
Comprehensive income:
Net income.................................................... 10,989 -- -- 10,989
Other comprehensive income:
Change in unrealized gains on securities (after income
taxes), net of reclassification adjustment of ($958).......... -- 992 -- 992
Issuance of treasury stock to employee stock purchase program... 99 61
Stock options exercised and other............................... 1 -- -- 5
--------------- ------------- --------------- ---------------
Balance, March 31, 2003......................................... $ 170,927 $ 20,853 $ (15,347) $ 432,608
=============== ============= =============== ===============
Balance, December 31, 2003...................................... $ 145,786 $ 23,351 $ (15,256) $ 410,141
Comprehensive income:
Net income.................................................... 6,374 -- -- 6,374
Other comprehensive income:
Change in unrealized gains on securities (after income
taxes), net of reclassification adjustment of $1,549.......... -- 1,491 -- 1,491
Issuance of treasury stock to employee stock purchase program... -- 78 56
Stock options exercised and other............................... -- -- 54
--------------- ------------- --------------- ---------------
Balance, March 31, 2004 ........................................ $ 152,160 $ 24,842 $ (15,178) $ 418,116
=============== ============= =============== ===============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
CNA SURETY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2004 2003
--------------- --------------
OPERATING ACTIVITIES:
Net income.................................................................................... $ 6,374 $ 10,989
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization.............................................................. 1,150 1,047
Accretion of bond discount, net............................................................ 668 394
Net realized investment gains.............................................................. (2,230) (730)
Changes in:
Insurance receivables...................................................................... 40,080 (4,057)
Reserve for unearned premiums.............................................................. 3,152 6,683
Reserve for unpaid losses and loss adjustment expenses..................................... (1,214) (49,315)
Deferred policy acquisition costs.......................................................... (1,388) (4,596)
Deferred income taxes, net................................................................. 800 891
Reinsurance and other payables to affiliates............................................... 596 410
Prepaid reinsurance premiums............................................................... (6,794) 1,444
Other assets and liabilities............................................................... 1,696 1,789
--------------- --------------
Net cash provided by (used in) operating activities...................................... 42,890 (35,051)
--------------- --------------
INVESTING ACTIVITIES:
Fixed income securities:
Purchases.................................................................................. (100,359) (29,097)
Maturities................................................................................. 9,368 27,055
Sales...................................................................................... 26,915 7,335
Purchases of equity securities................................................................ (100) (123)
Proceeds from the sale of equity securities................................................... 101 18
Changes in short-term investments............................................................. 24,831 27,195
Purchases of property and equipment........................................................... (668) (683)
Changes in receivables/payables for securities sold/purchased................................. -- 2,392
Other, net.................................................................................... (55) (16)
--------------- --------------
Net cash (used in) provided by investing activities...................................... (39,967) 34,076
--------------- --------------
FINANCING ACTIVITIES:
Principal payments on debt.................................................................... (5,000) --
Employee stock option exercises............................................................... 28 5
Issuance of treasury stock to employee stock purchase plan.................................... 78 61
--------------- --------------
Net cash (used in) provided by financing activities...................................... (4,894) 66
--------------- --------------
Decrease in cash................................................................................ (1,971) (909)
Cash at beginning of period..................................................................... 7,965 14,979
--------------- --------------
Cash at end of period........................................................................... $ 5,994 $ 14,070
=============== ==============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest................................................................................... $ 334 $ 121
Income taxes............................................................................... $ -- $ --
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
CNA SURETY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
In December 1996, CNA Financial Corporation ("CNAF") and Capsure agreed
to merge (the "Merger") the surety business of CNAF with Capsure's insurance
subsidiaries, Western Surety Company ("Western Surety") and Universal Surety of
America ("USA"), into CNA Surety. CNAF, through its operating subsidiaries,
writes multiple lines of property and casualty insurance, including surety
business that is reinsured by Western Surety. CNAF owns approximately 64% of
the outstanding common stock of CNA Surety. Loews Corporation ("Loews") owns
approximately 90% of the outstanding common stock of CNAF. The principal
operating subsidiaries of CNAF that wrote the surety line of business for their
own account prior to the Merger were Continental Casualty Company and its
property and casualty affiliates (collectively, "CCC") and The Continental
Insurance Company and its property and casualty affiliates (collectively,
"CIC"). CIC was acquired by CNAF on May 10, 1995. The combined surety
operations of CCC and CIC are referred to herein as CCC Surety Operations.
The consolidated financial statements include the accounts of CNA Surety
Corporation ("CNA Surety" or the "Company") and all majority-owned subsidiaries.
Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP") requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Basis of Presentation
These unaudited Condensed Consolidated Financial Statements should be read
in conjunction with the Consolidated Financial Statements and Notes thereto
included in the Company's 2003 10-K. Certain financial information that is
included in annual financial statements prepared in accordance with GAAP, is not
required for interim reporting and has been condensed or omitted. The
accompanying unaudited Condensed Consolidated Financial Statements reflect, in
the opinion of management, all adjustments necessary for a fair presentation of
the interim financial statements. All such adjustments are of a normal and
recurring nature. The financial results for interim periods may not be
indicative of financial results for a full year. Certain reclassifications have
been made to the 2003 Financial Statements to conform with the presentation in
the 2004 Condensed Consolidated Financial Statements.
Earnings Per Share
Basic earnings per common share is computed by dividing income available
to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per common share is computed based
on the weighted average number of shares outstanding plus the dilutive effect of
common stock equivalents which is computed using the treasury stock method.
The computation of earnings per share is as follows (amounts in thousands,
except for per share data):
THREE MONTHS ENDED MARCH 31,
-----------------------------------
2004 2003
------------- ------------
Net income............................................................. $ 6,374 $ 10,989
============= ============
Shares:
Weighted average shares outstanding.................................... 42,980 42,947
Weighted average shares of options exercised...................... 11 10
------------- ------------
Total weighted average shares outstanding.............................. 42,991 42,957
Effect of dilutive options........................................ 64 5
------------- ------------
Total weighted average shares outstanding, assuming dilution........... 43,055 42,962
============= ============
Earnings per share..................................................... $ 0.15 $ 0.26
============= ============
Earnings per share, assuming dilution.................................. $ 0.15 $ 0.26
============= ============
No adjustments were made to reported net income in the computation of
earnings per share.
The Company applies the intrinsic value method per Accounting Principles
Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB Opinion
No. 25") and related interpretations, in accounting for its plans as allowed for
under the provisions of Statement of Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123"). Accordingly, no
8
compensation expense has been recognized for its stock-based incentive plans as
the exercise price of the granted options equals the market price at the grant
date. The following table illustrates the effect on net income and earnings per
share data if the Company had applied the fair value recognition provisions of
SFAS No. 123 to stock based compensation under the Company's stock-based
compensation plan.
THREE MONTHS ENDED MARCH 31
----------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) 2004 2003
----------------------------------------------------------------------- ------------- -------------
Net income............................................................. $ 6,374 $ 10,989
Less: Total stock based compensation cost determined under
the fair value method, net of tax................................... (70) (104)
------------- -------------
Pro forma net income................................................... $ 6,304 $ 10,885
============= =============
Basic and diluted earnings per share, as reported...................... $ 0.15 $ 0.26
============= =============
Basic and diluted earnings per share, pro forma........................ $ 0.15 $ 0.25
============= =============
Accounting Changes
In January of 2003, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities,
an interpretation of Accounting Research Bulletin No. 51 ("ARB No. 51")" ("FIN
No. 46"). As a general rule, ownership by the parent, either directly or
indirectly, of over fifty percent of the outstanding voting shares of a
subsidiary is a condition pointing toward preparation of consolidated financial
statements of the parent and its subsidiary. FIN No. 46 clarifies the exceptions
to this general rule, as enunciated in paragraph 2 of ARB No. 51. FIN No. 46
requires an entity to consolidate a variable interest entity ("VIE") even though
the entity does not, either directly or indirectly, own over fifty percent of
the outstanding voting shares.
FIN No. 46 defines a VIE as one in which a) the equity investment is not
sufficient to permit the entity to finance its activities without additional
subordinated financial support from other parties which is provided through
other interests that will absorb some or all of the expected losses of the
entity or b) the equity investors lack one or more of the following essential
characteristics of a controlling financial interest i) direct or indirect
ability to make decisions about the entity's activities through voting rights or
similar rights or ii) the obligation to absorb the expected losses of the
entity, if they occur or receive residual returns of the entity, if they occur
or iii) the right to receive the expected residual returns of the entity if they
occur. The primary beneficiary of a VIE is required to consolidate the results
of operations of the VIE. Financial statements issued are required to disclose
the nature, purpose, activities and size of the VIE and maximum exposure to loss
as a result of its involvement with the VIE. The Company has adopted FIN No. 46.
In December 2003, the FASB issued a revision to FIN No. 46 ("Fin No. 46R") that
further clarified the application of ARB No. 51. The Company has adopted FIN No.
46R. The Company is neither a primary beneficiary of a VIE nor does it have a
significant involvement with a VIE.
In December of 2003, the FASB revised SFAS No. 132 entitled "Employers'
Disclosures about Pensions and Other Postretirement Benefits" ("SFAS No. 132")
to require additional disclosures related to pensions and post retirement
benefits. While retaining the existing disclosure requirements for pensions and
postretirement benefits, additional disclosures are required related to pension
plan assets, obligations, contributions and net benefit costs, beginning with
fiscal years ending after December 15, 2003. Additional disclosures pertaining
to benefit payments are required for fiscal years ending after June 30, 2004.
The SFAS No. 132 revisions also include additional disclosure requirements for
interim financial reports beginning after December 15, 2003. The Company has
implemented the interim disclosure requirements in these financial statements
and will include annual benefit payment disclosures in all subsequent annual
financial statements.
9
2. INVESTMENTS
The estimated fair value and amortized cost of fixed income and equity
securities held by CNA Surety at March 31, 2004 and December 31, 2003, by
investment category, were as follows (dollars in thousands):
GROSS UNREALIZED LOSSES
AMORTIZED GROSS --------------------------
COST OR UNREALIZED LESS THAN 12 MORE THAN 12 ESTIMATED FAIR
MARCH 31, 2004 COST GAINS MONTHS MONTHS VALUE
----------------------------------------------------------- ---------- ----------- ------------ ------------ --------------
Fixed income securities:
U.S. Treasury securities and obligations of U.S. Government
and agencies:
U.S. Treasury.......................................... $ 21,234 $ 883 $ -- $ -- $ 22,117
U.S. Agencies.......................................... 4,585 112 (35) -- 4,662
Collateralized mortgage obligations.................... 10,042 1 (41) -- 10,002
Mortgage pass-through securities....................... 48,090 624 (62) -- 48,652
Obligations of states and political subdivisions........... 385,136 27,689 (320) (26) 412,479
Corporate bonds............................................ 109,869 7,009 (1) -- 116,877
Non-agency collateralized mortgage obligations............. 8,516 549 -- (18) 9,047
Other asset-backed securities:
Second mortgages/home equity loans...................... 5,389 470 -- -- 5,859
Credit card receivables.................................. 5,000 35 -- -- 5,035
Other.................................................... 4,548 321 -- -- 4,869
Redeemable preferred stock................................. 5,356 874 -- -- 6,230
---------- ----------- ------------ ------------ --------------
Total fixed income securities.......................... 607,765 38,567 (459) (44) 645,829
Equity securities.......................................... 3,041 200 -- -- 3,241
---------- ----------- ------------ ------------ --------------
Total.................................................. $ 610,806 $ 38,767 $ (459) $ (44) $ 649,070
========== =========== ============ ============ ==============
GROSS UNREALIZED LOSSES
AMORTIZED GROSS --------------------------
COST OR UNREALIZED LESS THAN 12 MORE THAN 12 ESTIMATED FAIR
DECEMBER 31, 2003 COST GAINS MONTHS MONTHS VALUE
----------------------------------------------------------- ---------- ----------- ------------ ------------ --------------
Fixed income securities:
U.S. Treasury securities and obligations of U.S. Government
and agencies:
U.S. Treasury.......................................... $ 21,267 $ 497 $ -- $ -- $ 21,764
U.S. Agencies.......................................... 4,587 47 (99) -- 4,535
Collateralized mortgage obligations.................... 76 1 -- -- 77
Mortgage pass-through securities....................... 7,607 386 -- -- 7,993
Obligations of states and political subdivisions........... 376,961 25,604 (127) (27) 402,411
Corporate bonds............................................ 96,525 7,322 (45) -- 103,802
Non-agency collateralized mortgage obligations............. 8,443 424 -- (22) 8,845
Other asset-backed securities:
Second mortgages/home equity loans...................... 5,721 426 -- -- 6,147
Credit card receivables.................................. 5,000 51 -- -- 5,051
Other.................................................... 4,619 192 (13) -- 4,798
Redeemable preferred stock................................. 13,395 1,238 -- -- 14,633
---------- ----------- ------------ ------------ -------------
Total fixed income securities.......................... 544,201 36,188 (284) (49) 580,056
Equity securities.......................................... 992 69 -- -- 1,061
---------- ----------- ------------ ------------ -------------
Total.................................................. $ 545,193 $ 36,257 $ (284) $ (49) $ 581,117
========== =========== ============ ============ =============
The Company's investment portfolio generally is managed to maximize
after-tax investment return, while minimizing credit risk with investments
concentrated in high quality income securities. CNA Surety's portfolio is
managed to provide diversification by limiting exposures to any one industry,
issue or issuer, and to provide liquidity by investing in the public securities
markets. The portfolio is structured to support CNA Surety's insurance
underwriting operations and to consider the expected duration of liabilities and
short-term cash needs. In achieving these goals, assets may be sold to take
advantage of market conditions or other investment opportunities or regulatory,
credit and tax considerations. These activities will produce realized gains and
losses.
10
CNA Surety classifies its fixed maturity securities and its equity
securities as available-for-sale, and as such, they are carried at fair value.
The amortized cost of fixed maturity securities is adjusted for amortization of
premiums and accretion of discounts to maturity, which is included in net
investment income. Changes in fair value are reported as a component of other
comprehensive income.
Invested assets are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain of these
invested assets and the level of uncertainty related to changes in the value of
these assets, it is possible that changes in risks in the near term may
significantly affect the amounts reported in the Condensed Consolidated Balance
Sheets and Condensed Consolidated Statements of Income. The Company's
Quantitative and Qualitative Disclosures about Market Risk are contained in Item
3 of this Form 10-Q.
3. REINSURANCE
The effect of reinsurance on the Company's written and earned premium was
as follows (dollars in thousands):
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------------------
2004 2003
-------------------------------- --------------------------------
WRITTEN EARNED WRITTEN EARNED
--------------- --------------- --------------- ---------------
Direct........ $ 66,070 $ 48,835 $ 42,367 $ 36,303
Assumed....... 29,809 43,893 49,304 48,687
Ceded......... (24,325) (17,531) (12,337) (13,784)
--------------- --------------- --------------- ---------------
$ 71,554 $ 75,197 $ 79,334 $ 71,206
=============== =============== =============== ===============
The effect of reinsurance on the Company's provision for loss and loss
adjustment expenses and the corresponding ratio to earned premium was as follows
(dollars in thousands):
THREE MONTHS ENDED MARCH 31,
--------------------------------------------------------
2004 2003
-------------------------- --------------------------
$ RATIO $ RATIO
------------- ----- ------------- -----
Gross losses and loss adjustment expenses.................... $ 23,336 25.2% $ 27,913 32.8%
Ceded amounts................................................ (2,705) 15.4% (9,307) 67.5%
------------- -------------
Net losses and loss adjustment expenses...................... $ 20,631 27.4% $ 18,606 26.1%
============= =============
Assumed premiums primarily includes all surety business written or
renewed, net of reinsurance, by Continental Casualty Company ("CCC") and The
Continental Insurance Company ("CIC"), and their affiliates, that is reinsured
by Western Surety Company ("Western Surety") pursuant to intercompany
reinsurance and related agreements.
2004 Third Party Reinsurance Compared to 2003 Third Party Reinsurance
Effective January 1, 2004, CNA Surety entered into a new excess of loss
treaty ("2004 Excess of Loss Treaty") with a group of third party reinsurers
that reduced its net retention per principal to $10 million with a 5%
co-participation in the $90 million layer of third party reinsurance coverage
above the Company's retention. This new excess of loss treaty replaces the $45
million excess of $15 million per principal coverage, as well as the $40 million
excess of $60 per principal and the $3 million excess of $12 million coverage
that had been provided by CCC. The significant differences between the new
excess of loss reinsurance program and the Company's 2003 Excess of Loss Treaty
are as follows. The annual aggregate coverage increases from $110 million in
2003 to $157 million in 2004. The minimum annual premium for the 2004 excess of
loss treaty is $49.2 million (net of expected return premium) compared to a
total of $42.0 million of reinsurance premiums paid in 2003 (net of expected
return premium) for the $45 million excess of $15 million, the $40 million
excess of $60 million and the $3 million excess of $12 million treaties. The
contract also includes an optional twelve month extended discovery period, for
an additional premium, which will provide coverage for losses discovered in 2005
on bonds that were in force during 2004, and somewhat less restrictive special
acceptance provisions for larger contract accounts than those contained in the
2003 Excess of Loss Treaty.
In addition to the one large contract principal (described later) and the
two commercial principals excluded (based upon class of business), the Company's
reinsurers had excluded three other contract principals from the 2003 Excess of
Loss Treaty, for a total of six excluded principals. With respect to the three
contract principals other than the large national contractor, two contract
principals have completed asset sales and other reorganization efforts and have
been accepted into the 2004 Excess of Loss Treaty. The third
11
went into claim in 2003. Although in claim and experiencing financial
difficulties, the contractor continued to perform substantially all of its
contractual obligations underlying the Company's surety bonds. The one large
contract principal and the two commercial principals remain excluded from the
2004 Excess of Loss Treaty. Of the two commercial principals, one is a domestic
electric utility with an estimated bonded exposure of $46 million and is
currently rated B- by Standard and Poor's ("S&P"). The bonded exposure will
decline over the term of the bond which extends until 2007. The other is a
foreign industrial enterprise with an estimated bonded exposure of $13 million.
The remaining exposure is expected to be discharged by June 30, 2004.
Related Party Reinsurance
Intercompany reinsurance agreements together with the Services and
Indemnity Agreement that are described below provide for the transfer of the
surety business written by CCC and CIC to Western Surety. All of these
agreements originally were entered into on September 30, 1997 (the "Merger
Date"): (i) the Surety Quota Share Treaty (the "Quota Share Treaty"); (ii) the
Aggregate Stop Loss Reinsurance Contract (the "Stop Loss Contract"); and (iii)
the Surety Excess of Loss Reinsurance Contract (the "Excess of Loss Contract").
All of these contracts have expired. Some have been renewed on different terms
as described below.
The Services and Indemnity Agreement provides the Company's insurance
subsidiaries with the authority to perform various administrative, management,
underwriting and claim functions in order to conduct the business of CCC and CIC
and to be reimbursed by CCC for services rendered. In consideration for
providing the foregoing services, CCC has agreed to pay Western Surety a
quarterly fee of $50,000. This agreement was renewed on January 1, 2004 and
expires on December 31, 2004 and is annually renewable thereafter. There was no
amount due to the CNA Surety insurance subsidiaries as of March 31, 2004.
Through the Quota Share Treaty, CCC and CIC transfer to Western Surety all
surety business written or renewed by CCC and CIC after the Merger Date. CCC and
CIC transfer the related liabilities of such business and pay to Western Surety
an amount in cash equal to CCC's and CIC's net written premiums written on all
such business, minus a quarterly ceding commission to be retained by CCC and CIC
equal to $50,000 plus 28% of net written premiums written on such business.
Under the terms of the Quota Share Treaty, CCC has guaranteed the loss and
loss adjustment expense reserves transferred to Western Surety as of September
30, 1997 by agreeing to pay Western Surety, within 30 days following the end of
each calendar quarter, the amount of any adverse development on such reserves,
as re-estimated as of the end of such calendar quarter. There was no adverse
reserve development for the period from September 30, 1997 (date of inception)
through March 31, 2004.
The Quota Share Treaty had an original term of five years from the Merger
Date and was renewed on October 1, 2002 on substantially the same terms with an
expiration date of December 31, 2003. The Quota Share Treaty was again renewed
on January 1, 2004 on substantially the same terms with an expiration date of
December 31, 2004; and is annually renewable thereafter. The ceding commission
paid to CCC and CIC by Western Surety remained at 28% of net written premiums
and contemplates an approximate 4% override commission for fronting fees to CCC
and CIC on their actual direct acquisition costs.
The Stop Loss Contract terminated on December 31, 2000 and was not
renewed. The Stop Loss Contract protected the insurance subsidiaries from
adverse loss experience on certain business underwritten after the Merger Date.
The Stop Loss Contract between the insurance subsidiaries and CCC limited the
insurance subsidiaries' prospective net loss ratios with respect to certain
accounts and lines of insured business for three full accident years following
the Merger Date. In the event the insurance subsidiaries' accident year net loss
ratio exceeds 24% in any of the accident years 1997 through 2000 on certain
insured accounts (the "Loss Ratio Cap"), the Stop Loss Contract requires CCC at
the end of each calendar quarter following the Merger Date, to pay to the
insurance subsidiaries a dollar amount equal to (i) the amount, if any, by which
their actual accident year net loss ratio exceeds the applicable Loss Ratio Cap,
multiplied by (ii) the applicable net earned premiums. In consideration for the
coverage provided by the Stop Loss Contract, the insurance subsidiaries paid to
CCC an annual premium of $20,000. The CNA Surety insurance subsidiaries have
paid CCC all required annual premiums. As of March 31, 2004, the Company had
billed and received $54.9 million under the Stop Loss Contract.
The Excess of Loss Contract provided the insurance subsidiaries of CNA
Surety with the capacity to underwrite large surety bond exposures by providing
reinsurance support from CCC. The Excess of Loss Contract provided $75 million
of coverage for losses in excess of the $60 million per principal. Subsequent to
the Merger Date, the Company entered into a second excess of loss contract with
CCC ("Second Excess of Loss Contract"). The Second Excess of Loss Contract
provided additional coverage for principal losses that exceed the foregoing
coverage of $75 million per principal provided by the Excess of Loss Contract,
or aggregate losses per principal in excess of $135 million. In consideration
for the reinsurance coverage provided by the Excess of Loss Contracts, the
insurance subsidiaries paid to CCC, on a quarterly basis, a premium equal to 1%
of the net written premiums applicable to the Excess
12
of Loss Contract, subject to a minimum premium of $20,000 and $5,000 per quarter
under the Excess of Loss Contract and Second Excess of Loss Contract,
respectively. The two Excess of Loss Contracts collectively provided coverage
for losses discovered on surety bonds in force as of the Merger Date and for
losses discovered on new and renewal business written during the term of the
Excess of Loss Contracts. Both Excess of Loss Contracts commenced following the
Merger Date and continued until September 30, 2002. The discovery period for
losses covered by the Excess of Loss Contracts extends until September 30, 2005.
Effective October 1, 2002, the Company secured replacement excess of loss
protection from CCC for per principal losses that exceed $60 million in two
parts -- a) $40 million excess of $60 million and b) $50 million excess of $100
million. This excess of loss protection is primarily necessary to support
contract surety accounts with bonded backlogs or work-in-process in excess of
$60 million. The Company generally limits support for new large commercial
surety accounts to $25 million. In addition to the foregoing structural changes
in its high layer excess of loss reinsurance programs, the cost for these
protections increased significantly as compared to the cost of the previous two
Excess of Loss Contracts. The $40 million excess of $60 million contract is for
a three year term beginning October 1, 2002 and provides annual aggregate
coverage of $80 million and $120 million aggregate coverage for the entire three
year term.
Effective January 1, 2004, the Company obtained replacement coverage from
third party reinsurers as part of the 2004 Excess of Loss Treaty. Accordingly,
the $40 million excess of $60 million contract with CCC was commuted effective
January 1, 2004. As part of this commutation, the Company has received a
commutation payment of $10.9 million from CCC. As of December 31, 2003 the full
amount of the commutation payment had been recognized as a receivable. The
Company and CCC entered into a new $40 million excess of $60 million reinsurance
contract providing coverage exclusively for the one large national contractor
that is excluded from the Company's third party reinsurance. This contract is
effective from January 1, 2004 to December 31, 2004. The premium for this
contract is $3.0 million plus an additional premium if a loss is ceded to this
contract.
The reinsurance premium for the coverage provided by the $50 million
excess of $100 million contract was $6.0 million. This contract expired on
December 31, 2003. The Company and CCC entered into a new $50 million excess of
$100 million contract for the period of January 1, 2004 to December 31, 2004.
The premium for this contract is $6.0 million plus an additional premium if a
loss is ceded to this contract.
Effective October 1, 2003, the Company entered into a $3 million excess of
$12 million excess of loss contract with CCC. The reinsurance premium for the
coverage provided by the $3 million excess of $12 million contract was $0.3
million plus, if applicable, additional premiums based on paid losses. The
contract provided for aggregate coverage of $12 million. This contract
effectively lowered the Company's net retention per principal for the remainder
of 2003 to $12 million plus a 5% co-participation in the $45 million layer of
excess reinsurance with third party reinsurers. This contract was to expire on
December 31, 2004. Effective January 1, 2004, the Company obtained replacement
coverage from third party reinsurers as part of the 2004 Excess of Loss Treaty.
As of March 31, 2004 and December 31, 2003, CNA Surety had an insurance
receivable balance from CCC and CIC of $22.4 million and $71.1 million,
respectively. CNA Surety had no reinsurance payables to CCC and CIC as of March
31, 2004 and December 31,2003.
Large National Contractor
The Company has provided significant surety bond protection guaranteeing
projects undertaken by the large national contract principal that is excluded
from the Company's third party insurance. The related party reinsurance
available to the Company for this principal and the credit extended to the
principal by affiliates of the Company are described below.
If the Company should suffer any losses that are discovered prior to
September 30, 2005 arising from bonds issued to the contractor with effective
dates of September 30, 2002 and prior, the Company would retain the first $60
million of losses on bonds written, and CCC would incur 100% of losses above $60
million pursuant to the extended discovery provisions of the two Excess of Loss
treaties that expired on September 30, 2002. Any losses discovered after
September 30, 2005 on bonds with effective dates prior to September 30, 2002
would be covered up to $150 million pursuant to the $50 million excess of $100
million contract with CCC described above and a twelve month contract with CCC
effective January 1, 2004 that provides $40 million excess of $60 million
reinsurance coverage exclusively for the national contractor.
For bonds that the Company has written after September 30, 2003, in
addition to the coverage provided by excess of loss reinsurance treaties
described above ($40 million excess of $60 million and $50 million excess of
$100 million) the Company and CCC have entered into facultative reinsurance in
connection with larger bonds. The Company's exposure on bonds written from
13
October 1, 2002 through October 31, 2003 was limited to $20 million per bond.
For bonds written between November 1, 2003 and March 31,2004, the Company's
exposure was $14.7 million. For bonds written subsequent to March 31, 2004, the
Company's exposure will be limited to the lesser of $20 million or 10% of
policyholders surplus.
CNAF Credit Facility
In December 2002 and January 2003, CNA Financial Corporation ("CNAF"),
parent of CCC, provided loans in an aggregate amount of approximately $45
million to the national contractor. The loans were provided by CNAF to help the
contractor meet its liquidity needs. The loans are evidenced by demand notes and
until replaced by the credit facility described below, accrue interest at 10%.
In March 2003, CNAF entered into a credit facility with the contractor under
which CNAF has agreed to provide up to $86 million of loans to the contractor
and certain of its subsidiaries, including the refinancing of the already
advanced $45 million of credit described above. The credit facility matures in
March of 2006. CNAF has been granted a security interest in substantially all of
the assets of the contractor to secure borrowings under the new credit facility.
Loews Corporation, parent of CNAF, and CNAF have entered into a participation
agreement, pursuant to which Loews has purchased a one-third participation share
in CNAF's position in the credit facility, on a dollar-for-dollar basis, up to a
maximum of $25 million, plus accrued interest. Although Loews does not have
rights against the contractor directly under the participation agreement, it
shares recoveries and fees under the facility on a proportional basis with CNAF.
In March 2003, CNAF purchased the contractor's outstanding bank debt for
$16.4 million. The contractor purchased the bank debt and retired it, with $11.4
million of the purchase price being funded under the new credit facility and $5
million from money loaned to the contractor by its shareholders. Under its
purchase agreement with the banks, CNAF is also required to reimburse the banks
for any draws upon outstanding letters of credit issued by the banks for the
contractor's benefit. Of these letters of credit, a replacement due to expire in
August 2004 remains in the amount of $3 million. Any CNAF reimbursements for
draws upon the banks' letters of credit will become obligations of the
contractor to CNAF as draws upon the credit facility. As of March 31, 2004, CNAF
had credit exposure of $64.0 million under the credit facility, net of
participation by Loews, in the amount of $25.7 million, for total outstanding of
$89.7 million. As of April 30, 2004, $90.0 million was the total outstanding
under the credit facility.
As of March 31,2004, the credit facility was amended to provide for
calculating the amount available for borrowing without regard to approximately
$1.1 million representing accrued interest on a bridge loan provided by CNAF
that became a borrowing under the facility; the elimination of the reduction in
CNAF's commitment upon receipt by the contractor of certain claim proceeds; and
an increase in the monthly compensation limits for the contractor's principals.
In connection with the amendment, the principals and an affiliate contributed $5
million in the aggregate to the contractor's capital by forgiving certain of the
contractor's indebtedness.
The contractor has initiated a restructuring plan that is intended to
reduce costs and improve cash flow, and a chief restructuring officer has been
appointed to manage execution of the plan. CNA Surety intends to continue to
provide surety bonds on behalf of the contractor during this restructuring
period, subject to the contractor's initial and ongoing compliance with CNA
Surety's underwriting standards. Indemnification and subrogation rights,
including rights to contract proceeds on construction projects in the event of
default, exist that reduce CNA Surety's exposure to loss. While the Company
believes that the contractor's restructuring efforts will be successful and
provide sufficient cash flow for its operations and for repayment of its
borrowings, the contractor's failure to achieve its restructuring plan could
have a material adverse effect on CNA Surety's future results of operations,
cash flow and capital. If such failures occur, the Company estimates that
possible losses, net of indemnification and subrogation recoveries, but before
recoveries under reinsurance contracts, could be up to $200 million. However,
the related party reinsurance treaties discussed above should limit the
Company's per principal exposure to approximately $60 million.
4. RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
Activity in the reserves for unpaid losses and loss adjustment expenses
was as follows (dollars in thousands):
THREE MONTHS ENDED MARCH 31,
-----------------------------------------
2004 2003
-------------- --------------
Reserves at beginning of period:
Gross..................................................................... $ 413,539 $ 303,433
Ceded reinsurance......................................................... 158,357 137,301
-------------- --------------
Net reserves at beginning of period..................................... 255,182 166,132
-------------- --------------
Net incurred loss and loss adjustment expenses:
Provision for insured events of current period.......................... 20,918 18,551
(Decrease) increase in provision for insured events of prior periods.... (287) 55
-------------- --------------
14
Total net incurred................................................... 20,631 18,606
-------------- --------------
Net payments attributable to:
Current period events................................................... 483 505
Prior period events..................................................... 22,682 28,056
-------------- --------------
Total net payments................................................... 23,165 28,561
-------------- --------------
Net reserves at end of period............................................. 252,648 156,177
Ceded reinsurance at end of period........................................ 159,677 97,941
-------------- --------------
Gross reserves at end of period...................................... $ 412,325 $ 254,118
============== ==============
On January 2, 2003, CNA Surety settled litigation brought by J.P. Morgan
Chase & Co. ("Chase") in connection with three surety bonds issued on behalf of
Enron Corporation subsidiaries. The penal sums of the three bonds totaled
approximately $78 million. The Company paid Chase approximately $40.7 million
and assigned its recovery rights in the Enron bankruptcy to Chase in exchange
for a full release of its obligations under the bonds. The Company has no other
exposure related to the Enron Corporation. CNA Surety's net loss related to the
settlement, after anticipated recoveries under excess of loss reinsurance
treaties, was previously fully reserved. Immediately upon execution of the
settlement documents, the Company sent written notice for reimbursement to its
reinsurers. As of the date of this filing, the Company has billed a total of
$37.1 million to its reinsurers. Five reinsurers responsible for payment of 55%
of the treaty proceeds either have paid their portions of the claim or have
reached agreement with the Company and paid the Company to commute the entire
reinsurance treaty under which the Enron claim was made. Pursuant to the treaty,
the Company demanded and began arbitration proceedings against all the
reinsurers that have not paid or commuted their treaties. Management believes
none of the reinsurers have valid defenses under the reinsurance treaties to
avoid payment, and that the Company will fully recover all reinsurance
recoverables recorded related to this settlement. As such, the Company has not
recorded a reduction with respect to these reinsurance recoverables as of March
31, 2004.
5. DEBT
On September 30, 2002, the Company refinanced $65 million in outstanding
borrowings under its previous credit facility with a new credit facility (the
"2002 Credit Facility"). The 2002 Credit Facility, as amended September 30,
2003, provides an aggregate of up to $50 million in borrowings divided between a
revolving credit facility (the "Revolving Credit Facility") of $30 million and a
term loan facility (the "Term Loan Facility") of $20 million. The Revolving
Credit Facility matures on September 30, 2005. The Revolving Credit Facility may
be increased from time to time by the amount of amortization under the Term Loan
Facility up to an additional $10 million. Such increase is subject to consent by
each bank participating in the Revolving Credit Facility, and will take place
upon receipt by the banks of the respective installment payments under the Term
Loan Facility.
Effective January 30, 2003, the Company entered into an interest rate swap
on the Term Loan Facility. As a result, the current effective interest rate on
the term loan as of March 31, 2004 was 2.76%.
The Term Loan Facility balance was reduced by $15 million through March
31, 2004 according to the scheduled amortization and payment schedules. Further
amortization and payment of the Term Loan Facility will take place at $10
million per year, in equal semi-annual installments of $5 million on the
following dates:
DATE AMORTIZATION OUTSTANDING BALANCE
--------------- ------------ -------------------
September 30, 2004............ 5,000,000 10,000,000
March 31, 2005................ 5,000,000 5,000,000
September 30, 2005............ 5,000,000 --
The interest rate on borrowings under the 2002 Credit Facility may be
fixed, at CNA Surety's option, for a period of one, two, three, or six months
and is based on, among other rates, the London Interbank Offered Rate ("LIBOR"),
plus the applicable margin. The margin, including a facility fee and utilization
fee on the Revolving Credit Facility, was 1.30% at March 31, 2004 and can vary
based on CNA Surety's leverage ratio (debt to total capitalization) from 1.15%
to 1.45%. The margin on the Term Loan Facility, was 0.625% at March 31, 2004 and
can vary based on CNA Surety's leverage ratio (debt to total capitalization)
from 0.48% to 0.80%. As of March 31, 2004, the weighted average interest rate
was 2.6% on the $45 million of outstanding borrowings. As of December 31, 2003,
the weighted average interest rate on the 2002 Credit Facility was 2.4% on the
$50 million of outstanding borrowings.
The 2002 Credit Facility contains, among other conditions, limitations on
CNA Surety with respect to the incurrence of additional indebtedness and
maintenance of a rating of at least "A" by A.M. Best Co. for each of the
Company's insurance subsidiaries. The 2002 Credit Facility also requires the
maintenance of certain financial ratios as follows: a) maximum funded debt to
total capitalization ratio
15
of 25%, b) minimum net worth of $350.0 million and c) minimum fixed charge
coverage ratio of 2.5 times. Due to the net loss reported for the third quarter
of 2003, the Company was in violation of the minimum fixed charge coverage test.
The lenders granted the Company a waiver for this violation and amended the 2002
Credit Facility to replace the fixed charge coverage ratio requirement for the
next three quarters with a minimum earnings requirement. At March 31, 2004, the
Company was in violation of this minimum earnings requirement and has obtained a
waiver for this requirement for the current quarter.
6. EMPLOYEE BENEFITS
CNA Surety sponsors a tax deferred savings plan ("401(k) plan") covering
substantially all of its employees. Prior to December 31, 1999, the Company
matched 70% of the participating employee's contribution up to 6% of eligible
compensation (4.2% maximum matching). Effective January 1, 2000, the Company
match was increased to 100% of the participating employees contribution up to 3%
of eligible compensation and 50% of the participating employees contribution
between 3% and 6% of eligible compensation (4.5% maximum matching. Effective
January 1, 2004, the Company implemented an additional basic contribution for
eligible 401(k) plan participants of 3% (if under age 45) or 5% (if 45 or older)
of eligible compensation. In addition, the Company may also make an annual
discretionary performance contribution to the 401(k) plan, subject to the
approval of the Company's Board of Directors. The discretionary performance
contribution may be restricted by plan and regulatory limitations.
CNA Surety established the CNA Surety Corporation Deferred Compensation
Plan, effective April 1, 2000. The Company established and maintains the Plan as
an unfunded, nonqualified deferred compensation plan for a select group of
management or highly compensated employees. The purpose of the Plan is to permit
designated employees of the Company and participating affiliates to accumulate
additional retirement income through a nonqualified deferred compensation plan
that enables them to defer compensation to which they will become entitled in
the future.
Western Surety sponsors two postretirement benefit plans covering certain
employees. One plan provides medical benefits, and the other plan provides sick
leave termination payments. The postretirement health care plan is contributory
and the sick leave plan is non-contributory. Western Surety uses a December 31
measurement date for both of its postretirement benefit plans.
The plans' combined net periodic postretirement benefit cost for the
three months ended March 31, 2004 and 2003 included the following components
(dollars in thousands):
MARCH 31, MARCH 31,
---------- ---------
2004 2003
---------- ---------
Net periodic benefit cost
Service cost......................................... $ 42 $ 41
Interest cost........................................ 88 71
Prior service cost................................... (37) (32)
Recognized net actuarial loss/(gain)................. 4 (2)
---------- ---------
Net periodic benefit cost............................ $ 97 $ 78
========== =========
The company expects to contribute $0.3 million to the postretirement
benefit plans to pay benefits in 2004.
7. COMMITMENTS AND CONTINGENCIES
At March 31, 2004, the future minimum commitment under operating leases
was as follows: 2004 -- $1.3 million; 2005 -- $1.5 million; 2006 -- $1.4
million; 2007 -- $1.1 million; 2008 -- $1.0 million; and thereafter -- $3.7
million.
The Company is party to various lawsuits arising in the normal course of
business, some seeking material damages. The Company believes the resolution of
these lawsuits will not have a material adverse effect on its financial
condition or its results of operations.
16
CNA SURETY CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The following is a discussion and analysis of CNA Surety Corporation ("CNA
Surety" or the "Company") and its subsidiaries' operating results, liquidity and
capital resources, and financial condition. This discussion should be read in
conjunction with the Condensed Consolidated Financial Statements of CNA Surety
and notes thereto.
INTRODUCTION
Management believes that the following areas represent the most
significant risks and uncertainties impacting the operating performance and
financial condition of the Company. The financial impacts of these issues would
affect gross and net written premium, incurred losses and reserves for unpaid
losses. Each of these issues is discussed in greater detail later in this
section.
Availability and cost of reinsurance
Reinsurance coverage is an important component of the Company's capital
structure. Reinsurance allows the Company to meet certain regulatory
restrictions that would otherwise limit the size of bonds that the Company
writes and limit the market segments in which the Company could compete. In
addition, reinsurance reduces the potential volatility of earnings and protects
the Company's capital by limiting the amount of loss associated with any one
bond principal. Due to increased loss frequency and severity for both the
Company and within the surety industry in general that began emerging in 1999,
the Company, beginning in 2002, paid substantially higher reinsurance premiums
and was required to retain higher amounts of its per principal exposure. Through
aggressive exposure reduction efforts and continued underwriting discipline, the
Company has been able to purchase additional limits and more expansive
reinsurance protection for 2003 and 2004 as compared to 2002.
Exposure to loss on principals excluded from reinsurance programs
Beginning in 2002, the Company's reinsurers excluded certain accounts (for
which the Company had continuing exposure from bonds written in prior years)
from the reinsurance programs. For these accounts, the company would retain up
to $60 million of loss. Due to the improved financial condition of some of these
accounts and the Company's efforts to have these accounts covered, two of these
accounts are again covered under the Company's 2004 reinsurance program.
However, the Company's reinsurance program for 2004 does exclude three
principals. Of these excluded principals, one is a foreign industrial
enterprise, one is a domestic electric utility and the other is a large national
contractor. As of March 31, 2004, Management estimates that the Company's net
exposure to these accounts would be $13 million, $46 million and $60 million,
respectively. The foreign industrial enterprise and the electric utility are
discussed on page 23, and the large national contractor is discussed in detail
on page 25. As of March 31, 2004, no material loss event has occurred with
respect to these three principals.
Financial strength ratings
Surety bond principals and obligees often refer to the financial strength
ratings assigned by A.M. Best Co. ("A.M. Best"), Standard and Poor's ("S&P") and
other similar companies when they are choosing a surety company. Because the
Company uses the underwriting capacity of Continental Casualty Company ("CCC")
and its subsidiaries to serve larger accounts, the insurer financial strength
rating of both the Company and CCC factor into customers' decisions. After
reporting a significant operating loss in the third quarter of 2003, the
Company's A.M. Best rating was lowered from A+ to A with a negative outlook. CCC
also reported a significant operating loss in the third quarter of 2003, but
A.M. Best affirmed CCC's rating of A with a negative outlook. Management
believes that the current ratings are sufficient for the Company to conduct all
aspects of its business. Management also believes that a one level reduction in
ratings would have only a minimal impact on operations. A further decrease
beyond one level would likely have a material adverse impact on the Company's
ability to write business. Management believes that the likelihood of further
ratings downgrades has been reduced by ongoing efforts to reduce large exposures
and the lower per principal retentions under the 2004 reinsurance program.
17
Economic Conditions
The Company's results are impacted by general corporate credit conditions,
as well as by the condition of the public construction segment of the economy.
While corporate credit default rates appear to be improving from recent
historically high levels, the amount of new public construction spending appears
to be slowing. An improvement in overall corporate default rates could be
expected to have a favorable impact on the Company's loss costs. A slow down in
public construction spending could be expected to put pressure on the Company's
written premium production and also adversely impact loss costs. Management
believes that the diversification of the Company's book of business, with
approximately 43% of current written premium from products that are less
sensitive to economic conditions, mitigates the impact of these economic
factors.
Bond Premium Rates
The premium rates that the Company charges for its bonds have a direct
impact on the amount of revenue generated and on the ratio of incurred losses to
earned premium. Over the last several years, the Company has charged higher
rates for its bonds, particularly in the large commercial and contract segments.
These two segments demonstrated the greater rate need due to the emergence of
increased loss frequency and severity as noted above. While the Company will
continue to aggressively pursue rate increases where indicated, competitive
factors appear to be pointing to a decreased ability to achieve the level of
rate increases that have been obtained over the past several years, particularly
in the small and middle market contract segments.
CRITICAL ACCOUNTING POLICIES
Management believes the most significant accounting policies and related
disclosures for purposes of understanding the Company's results of operations
and financial condition pertain to reserves for unpaid losses and loss
adjustment expenses and reinsurance, investments, deferred acquisition costs,
and goodwill and other intangible assets. The Company's accounting policies
related to reserves for unpaid losses and loss adjustment expenses and related
estimates of reinsurance recoverables, are particularly critical to an
assessment of the Company's financial results. These areas are highly subjective
and require Management's most complex judgments because of the need to make
estimates about the effects of matters that are inherently uncertain.
Reserves for Unpaid Losses and Loss Adjustment Expenses and Reinsurance
CNA Surety accrues liabilities for unpaid losses and loss adjustment
expenses under its surety and property and casualty insurance contracts based
upon estimates of the ultimate amounts payable under the contracts related to
losses occurring on or before the balance sheet date. As of any balance sheet
date, all claims have not yet been reported and some claims may not be reported
for many years. As a result, the liability for unpaid losses includes
significant estimates for incurred-but-not-reported claims. Additionally,
reported claims are in various stages of the settlement process. Each claim is
settled individually based upon its merits, and certain claim liabilities may
take years to settle, especially if legal action is involved.
The Company uses a variety of techniques to establish the liabilities for
unpaid claims recorded at the balance sheet date. While techniques may vary,
each employs significant judgments and assumptions. Techniques may involve
detailed statistical analysis of past claim reporting, settlement activity,
salvage and subrogation activity, claim frequency and severity data when
sufficient information exists to lend statistical credibility to the analysis.
The analysis may be based upon internal loss experience or industry experience.
Techniques may vary depending on the type of claim being estimated. Liabilities
may also reflect implicit or explicit assumptions regarding the potential
effects of future economic and social inflation, judicial decisions, law
changes, and recent trends in such factors.
Receivables recorded with respect to insurance losses ceded to reinsurers
under reinsurance contracts are estimated in a manner similar to liabilities for
insurance losses and, therefore, are also subject to uncertainty. In addition to
the factors cited above, estimates of reinsurance recoveries may prove
uncollectible if the reinsurer is unable to perform under the contract.
Reinsurance contracts do not relieve the ceding company of its obligations to
indemnify its own policyholders.
CNA Surety's Condensed Consolidated Balance Sheet includes estimated
liabilities for unpaid losses and loss adjustment expenses of $412.3 million and
reinsurance receivables related to losses of $159.7 million at March 31, 2004.
While many factors impact these estimates, Management believes that past changes
in the Company's business mix and reinsurance program along with increased
corporate default rates were the primary drivers of the need to substantially
increase reserve levels in 2003. Beginning in the late 1990's, the Company began
writing more bonds for large corporate clients. Shortly thereafter, corporate
default rates increased
18
dramatically. These exposures proved to be more volatile than the Company's more
traditional contract and small commercial surety products, and began resulting
in a higher frequency of severe losses. As a result, the Company's reinsurers
significantly increased rates, reduced the amount of coverage available to the
Company and excluded certain accounts from the reinsurance program. For 2002,
the Company's per principal retention increased from $5 million to $20 million.
Although the Company reduced its per principal retention to $15 million for
2003, these higher retentions, at a time of continuing higher frequency of
severe losses, further increased the volatility of results.
Since 2001, the Company has been aggressively reducing its exposures to
large corporate clients. Management believes that these efforts, along with
continued underwriting discipline in its traditional contract and small
commercial products, have been key to further reducing the Company's per
principal retention for most accounts to $10 million for the 2004 reinsurance
program. Management anticipates that these steps will reduce the volatility of
the Company's results.
Due to the inherent uncertainties in the process of establishing the
liabilities for unpaid losses and loss adjustment expenses, the actual ultimate
claims amounts will differ from the currently recorded amounts. This difference
could have a material effect on reported earnings. For example, a 10% increase
in the March 31, 2004 net estimate for unpaid losses and loss adjustment
expenses would produce a charge to pre-tax earnings of approximately $25.3
million. Future effects from changes in these estimates will be recorded as a
component of losses incurred in the period such changes are determined to be
needed.
Investments
Management believes the Company has the ability to hold all fixed income
securities to maturity. However, the Company may dispose of securities prior to
their scheduled maturity due to changes in interest rates, prepayments, tax and
credit considerations, liquidity or regulatory capital requirements, or other
similar factors. As a result, the Company considers all of its fixed income
securities (bonds and redeemable preferred stocks) and equity securities as
available-for-sale. These securities are reported at fair value, with unrealized
gains and losses, net of deferred income taxes, reported as a separate component
of stockholders' equity. Cash flows from purchases, sales and maturities are
reported gross in the investing activities section of the cash flow statement.
The amortized cost of fixed income securities is determined based on cost
and the cumulative effect of amortization of premiums and accretion of discounts
to maturity. Such amortization and accretion are included in investment income.
For mortgage-backed and certain asset-backed securities, the Company recognizes
income using the effective-yield method based on estimated cash flows. All
securities transactions are recorded on the trade date. Investment gains or
losses realized on the sale of securities are determined using the specific
identification method. Investments with an other-than-temporary decline in value
are written down to fair value, resulting in losses that are included in
realized investment gains and losses.
Short-term investments which generally include U.S. Treasury bills,
corporate notes, money market funds, and investment grade commercial paper
equivalents, are carried at amortized cost which approximates fair value.
Invested assets are exposed to various risks, such as interest rate risk, market
risk and credit risk. Due to the level of risk associated with invested assets
and the level of uncertainty related to changes in the value of these assets, it
is possible that changes in risks in the near term may significantly affect the
amounts reported in the Condensed Consolidated Balance Sheets and Consolidated
Statements of Income.
Deferred Policy Acquisition Costs
Policy acquisition costs, consisting of commissions, premium taxes and
other underwriting expenses which vary with, and are primarily related to, the
production of business, net of reinsurance commissions, are deferred and
amortized as a charge to income as the related premiums are earned. Anticipated
investment income is considered in the determination of the recoverability of
deferred acquisition costs.
Goodwill and Other Intangible Assets
CNA Surety's Condensed Consolidated Balance Sheet as of March 31, 2004
includes goodwill and identified intangibles of approximately $138.8 million.
These amounts represent goodwill and identified intangibles arising from the
acquisition of Capsure Holdings Corp. ("Capsure"). Prior to 2002, goodwill from
this and other acquisitions was generally amortized as a charge to earnings over
periods not exceeding 30 years. Under Statement of Financial Accounting
Standards ("SFAS") No. 142 entitled "Goodwill and Other Intangible Assets"
("SFAS No. 142"), which was adopted by CNA Surety as of January 1, 2002,
periodic amortization ceased, in accordance with an impairment-only accounting
model.
19
A significant amount of judgment is required in performing goodwill
impairment tests. Such tests include periodically determining or reviewing the
estimated fair value of CNA Surety's reporting units. Under SFAS No. 142, fair
value refers to the amount for which the entire reporting unit may be bought or
sold. There are several methods of estimating fair value, including market
quotations, asset and liability fair values and other valuation techniques, such
as discounted cash flows and multiples of earnings or revenues. If the carrying
amount of a reporting unit, including goodwill, exceeds the estimated fair
value, then individual assets, including identifiable intangible assets, and
liabilities of the reporting unit are estimated at fair value. The excess of the
estimated fair value of the reporting unit over the estimated fair value of net
assets would establish the implied value of goodwill. The excess of the recorded
amount of goodwill over the implied value of goodwill is recorded as an
impairment loss.
FORMATION OF CNA SURETY AND MERGER
In December 1996, CNA Financial Corporation ("CNAF") and Capsure agreed to
merge (the "Merger") the surety business of CNAF with Capsure's insurance
subsidiaries, Western Surety Company ("Western Surety") and Universal Surety of
America ("USA"), into CNA Surety. CNAF, through its operating subsidiaries,
writes multiple lines of property and casualty insurance, including surety
business that is reinsured by Western Surety. CNAF owns approximately 64% of the
outstanding common stock of CNA Surety. Loews Corporation owns approximately 90%
of the outstanding common stock of CNAF. The principal operating subsidiaries of
CNAF that wrote the surety line of business for their own account prior to the
Merger were Continental Casualty Company and its property and casualty
affiliates (collectively, "CCC") and The Continental Insurance Company and its
property and casualty affiliates (collectively, "CIC"). CIC was acquired by CNAF
on May 10, 1995. The combined surety operations of CCC and CIC are referred to
herein as CCC Surety Operations.
BUSINESS
CNA Surety's insurance subsidiaries write surety and fidelity bonds in all
50 states through a combined network of approximately 34,000 independent
agencies. CNA Surety's principal insurance subsidiaries are Western Surety and
USA. The insurance subsidiaries write, on a direct basis or as business assumed
from CCC and CIC, small fidelity and non-contract surety bonds, referred to as
commercial bonds; small, medium and large contract bonds; and errors and
omissions ("E&O") liability insurance. Western Surety is a licensed insurer in
all 50 states, the District of Columbia and Puerto Rico. USA is licensed in 44
states and the District of Columbia. Western Surety's affiliated company, Surety
Bonding Company of America ("SBCA"), is licensed in 28 states and the District
of Columbia.
The Company's corporate objective is to be the leading provider of surety
and surety-related products in the United States and in select international
markets and to be the surety of choice for its customers and independent agents
and brokers.
Western Surety is currently rated A (Excellent) with a negative rating
outlook, by A.M. Best. An A (Excellent) rating is assigned to those companies
which A.M. Best believes have an excellent ability to meet their ongoing
obligations to policyholders. A (Excellent) rated insurers have been shown to be
among the strongest in ability to meet policyholder and other contractual
obligations. The rating outlook indicates the potential direction of a company's
rating for an intermediate period, generally defined as the next 12 to 36
months. Through intercompany reinsurance and related agreements, CNA Surety's
customers have access to CCC's broader underwriting capacity. CCC is currently
rated A (Excellent) by A.M. Best. A.M. Best's letter ratings range from A++
(Superior) to F (In Liquidation) with A++ being highest.
CCC and Western Surety are both currently rated A- (Strong), by S&P. On
August 7, 2003, S&P placed CCC and Western Surety on credit watch with negative
implications. S&P's letter ratings range from AAA+ (Extremely Strong) to CC
(Extremely Weak) with AAA+ being highest. Ratings from `AA' to `CCC' may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories. An insurer rated 'A' has strong financial
security characteristics, but is somewhat more likely to be affected by adverse
business conditions than are insurers with higher ratings.
RESULTS OF OPERATIONS
Financial Measures
The Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") discusses certain accounting principles generally
accepted in the United States of America ("GAAP") and non-GAAP financial
measures in order to provide information used by management to monitor the
Company's operating performance. Management utilizes various financial measures
to monitor the Company's insurance operations and investment portfolio.
Underwriting results, which are derived from
20
certain income statement amounts, are considered a non-GAAP financial measure
and are used by management to monitor performance of the Company's insurance
operations. The Company's investment portfolio is monitored through analysis of
various quantitative and qualitative factors and certain decisions related to
the sale or impairment of investments produce realized gains and losses, which
is also a component used in the calculation of net income and is a non-GAAP
financial measure.
Underwriting results are computed as net earned premiums less net loss and
loss adjustment expenses and net commissions, brokerage and other underwriting
expenses. Management uses underwriting results to monitor its insurance
operations' results without the impact of certain factors, including net
investment income, net realized investment gains (losses) and interest expense.
Management excludes these factors in order to analyze the direct relationship
between net earned premiums and the related net loss and loss adjustment
expenses along with net commissions, brokerage and other underwriting expenses.
Operating ratios are calculated using insurance results and are widely
used by the insurance industry and regulators such as state departments of
insurance and the National Association of Insurance Commissioners for financial
regulation and as a basis of comparison among companies. The ratios discussed in
the Company's MD&A are calculated using GAAP financial results and include the
net loss and loss adjustment expense ratio ("loss ratio") as well as the net
commissions, brokerage and other underwriting expense ratio ("expense ratio")
and combined ratio. The loss ratio is the percentage of net incurred claim and
claim adjustment expenses to net earned premiums. The expense ratio is the
percentage of net commissions, brokerage and other underwriting expenses,
including the amortization of deferred acquisition costs, to net earned
premiums. The combined ratio is the sum of the loss and expense ratios.
The Company's investment portfolio is monitored by management through
analyses of various factors including unrealized gains and losses on securities,
portfolio duration and exposure to interest rate, market and credit risk. Based
on such analyses, the Company may impair an investment security in accordance
with its policy, or sell a security. Such activities will produce net realized
investment gains and losses.
While management uses various GAAP and non-GAAP financial measures to
monitor various aspects of the Company's performance, net income is the most
directly comparable GAAP measure and represents a more comprehensive measure of
operating performance. Management believes that its process of evaluating
performance through the use of these non-GAAP financial measures provides a
basis for enhanced understanding of the operating performance and the impact to
net income as a whole. Management also believes that investors may find these
widely used financial measures described above useful in interpreting the
underlying trends and performance, as well as to provide visibility into the
significant components of net income.
COMPARISON OF CNA SURETY RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND
2003
Analysis of Net Income
The Company had net income of $6.4 million for the three months ended
March 31, 2004, as compared to $11.0 million for the comparable period in the
prior year. The decrease in net income from period to period reflects increased
underwriting expenses that included $1.7 million of severance costs related to
the re-organization of the company's field office structure. Expenses also
include a $4.9 million increase in the accrual for policyholder dividends
primarily related to premiums earned in 2002 and prior. These higher expenses
were partially offset by higher net investment gains.
Analysis of the components of net income are discussed in the following
sections.
Results of Insurance Operations
Underwriting components for the Company for the three months ended March
31, 2004 and 2003 are summarized in the following table (dollars in thousands):
THREE MONTHS ENDED MARCH 31,
2004 2003
------------- -------------
Gross written premiums................................. $ 95,879 $ 91,671
============= =============
Net written premiums................................... $ 71,554 $ 79,334
============= =============
Net earned premiums.................................... $ 75,197 $ 71,206
============= =============
Net losses and loss adjustment expenses................ $ 20,631 $ 18,606
============= =============
Net commissions, brokerage and other expenses.......... $ 55,312 $ 44,296
============= =============
Loss ratio............................................. 27.4% 26.1%
Expense ratio.......................................... 73.6 62.2
------------- -------------
Combined ratio......................................... 101.0% 88.3%
============= =============
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Premiums Written
CNA Surety primarily markets contract and commercial surety bonds.
Contract surety bonds generally secure a contractor's performance and/or payment
obligation with respect to a construction project. Contract surety bonds are
generally required by federal, state and local governments for public works
projects. The most common types include bid, performance and payment bonds.
Commercial surety bonds include all surety bonds other than contract and cover
obligations typically required by law or regulation. The commercial surety
market includes numerous types of bonds categorized as court judicial, court
fiduciary, public official, license and permit and many miscellaneous bonds that
include guarantees of financial performance. The Company also writes fidelity
bonds that cover losses arising from employee dishonesty and other insurance
products.
Gross written premiums are shown in the table below (dollars in
thousands):
THREE MONTHS ENDED MARCH 31,
2004 2003
------------- -------------
Contract.................. $ 49,787 $ 41,623
Commercial................ 37,331 42,015
Fidelity and other........ 8,761 8,033
------------- -------------
$ 95,879 $ 91,671
============= =============
Gross written premiums increased 4.6%, or $4.2 million, for the three
months ended March 31, 2004 over the comparable period in 2003. Contract surety
increased 19.6%, or $8.2 million, as compared to 2003, reflecting improving
rates. Commercial surety decreased 11.1 percent to $37.3 million as continued
strong volume growth in small commercial products was more than offset by the
results of ongoing efforts to reduce aggregate exposures to large commercial
accounts. The estimated impact of the Company's exposure reduction efforts to
date represents approximately $24 million in annual premium, assuming an average
rate per $1,000 of bond exposure of $3.46, or 35 basis points, and approximately
$6.8 billion of bond exposure. Fidelity and other products increased 9.1%, or
$0.7 million, to $8.8 million for the three months ended March 31, 2004 as
compared to the same period in 2003 due primarily to an increase in fidelity
business.
Net written premiums are shown in the table below (dollars in thousands):
THREE MONTHS ENDED MARCH 31,
2004 2003
------------- -------------
Contract.................. $ 33,903 $ 36,133
Commercial................ 29,269 35,523
Fidelity and other........ 8,382 7,678
------------- -------------
$ 71,554 $ 79,334
============= =============
For the three months ended March 31, 2004, net written premiums decreased
9.8%, or $7.8 million, to $71.6 million as compared to the same period in 2003,
reflecting the Company's decision to purchase additional reinsurance protection
as well as the timing of reinsurance premium payments. Ceded written premiums
increased $12.0 million to $24.3 million for the first quarter of 2004 compared
to the same period of last year primarily due to the aforementioned changes in
the Company's reinsurance programs. Net written premiums for contract surety
business decreased 6.2%, or $2.2 million, to $33.9 million for the three months
ended March 31, 2004. Net written premiums for commercial surety decreased
17.6%, or $6.3 million, to $29.3 million. Fidelity and other products increased
9.2%, or $0.7 million, to $8.4 million for the three months ended March 31, 2004
as compared to the same period in 2003.
Excess of Loss Reinsurance
Beginning in 1999, the Company has experienced an increase in claim
severity and frequency in the most recent accident years. CNA Surety is paying
higher costs for reinsurance as a result of this loss experience.
The Company's reinsurance program is predominantly comprised of excess of
loss reinsurance contracts that limit the Company's retention on a per principal
basis. The Company's reinsurance coverage is provided by third party reinsurers
and related parties.
22
2004 Third Party Reinsurance Compared to 2003 Third Party Reinsurance
Effective January 1, 2004, CNA Surety entered into a new excess of loss
treaty ("2004 Excess of Loss Treaty") with a group of third party reinsurers
that reduced its net retention per principal to $10 million with a 5%
co-participation in the $90 million layer of third party reinsurance coverage
above the Company's retention. This new excess of loss treaty replaces the $45
million excess of $15 million per principal coverage, as well as the $40 million
excess of $60 per principal and the $3 million excess of $12 million coverage
that had been provided by CCC. The significant differences between the new
excess of loss reinsurance program and the Company's 2003 Excess of Loss Treaty
are as follows. The annual aggregate coverage increases from $110 million in
2003 to $157 million in 2004. The minimum annual premium for the 2004 excess of
loss treaty is $49.2 million (net of expected return premium) compared to a
total of $42.0 million of reinsurance premiums paid in 2003 (net of expected
return premium) for the $45 million excess of $15 million, the $40 million
excess of $60 million and the $3 million excess of $12 million treaties. The
contract also includes an optional twelve month extended discovery period, for
an additional premium, which will provide coverage for losses discovered in 2005
on bonds that were in force during 2004, and somewhat less restrictive special
acceptance provisions for larger contract accounts than those contained in the
2003 Excess of Loss Treaty.
In addition to the one large contract principal (described later) and the
two commercial principals excluded (based upon class of business), the Company's
reinsurers had excluded three other contract principals from the 2003 Excess of
Loss Treaty, for a total of six excluded principals. Of the two commercial
principals, one is a domestic electric utility with an estimated bonded exposure
of $46 million and is currently rated B- by Standard and Poor's ("S&P"). The
bonded exposure will decline over the term of the bond which extends until 2007.
The other is a foreign industrial enterprise with an estimated bonded exposure
of $13 million. The remaining exposure is expected to be discharged by June 30,
2004.
Each of the four contract principals continues to perform their
contractual obligations underlying the Company's surety bonds.
With respect to the three contract principals other than the large
national contractor, two contract principals have completed asset sales and
other reorganization efforts and have been accepted into the 2004 Excess of Loss
Treaty. The one large contract principal and the two commercial principals
remain excluded from the 2004 Excess of Loss Treaty.
Related Party Reinsurance
Intercompany reinsurance agreements together with the Services and
Indemnity Agreement that are described below provide for the transfer of the
surety business written by CCC and CIC to Western Surety. All of these
agreements originally were entered into on September 30, 1997 (the "Merger
Date"): (i) the Surety Quota Share Treaty (the "Quota Share Treaty"); (ii) the
Aggregate Stop Loss Reinsurance Contract (the "Stop Loss Contract"); and (iii)
the Surety Excess of Loss Reinsurance Contract (the "Excess of Loss Contract").
All of these contracts have expired. Some have been renewed on different terms
as described below.
The Services and Indemnity Agreement provides the Company's insurance
subsidiaries with the authority to perform various administrative, management,
underwriting and claim functions in order to conduct the business of CCC and CIC
and to be reimbursed by CCC for services rendered. In consideration for
providing the foregoing services, CCC has agreed to pay Western Surety a
quarterly fee of $50,000. This agreement was renewed on January 1, 2004 and
expires on December 31, 2004 and is annually renewable thereafter. There was no
amount due to the CNA Surety insurance subsidiaries as of March 31, 2004.
Through the Quota Share Treaty, CCC and CIC transfer to Western Surety all
surety business written or renewed by CCC and CIC after the Merger Date. CCC and
CIC transfer the related liabilities of such business and pay to Western Surety
an amount in cash equal to CCC's and CIC's net written premiums written on all
such business, minus a quarterly ceding commission to be retained by CCC and CIC
equal to $50,000 plus 28% of net written premiums written on such business.
Under the terms of the Quota Share Treaty, CCC has guaranteed the loss and
loss adjustment expense reserves transferred to Western Surety as of September
30, 1997 by agreeing to pay Western Surety, within 30 days following the end of
each calendar quarter, the amount of any adverse development on such reserves,
as re-estimated as of the end of such calendar quarter. There was no adverse
reserve development for the period from September 30, 1997 (date of inception)
through March 31, 2004.
The Quota Share Treaty had an original term of five years from the Merger
Date and was renewed on October 1, 2002 on substantially the same terms with an
expiration date of December 31, 2003. The Quota Share Treaty was again renewed
on January 1, 2004 on substantially the same terms with an expiration date of
December 31, 2004; and is annually renewable thereafter. The ceding commission
paid to CCC and CIC by Western Surety remained at 28% of net written premiums
and contemplates an approximate 4%
23
override commission for fronting fees to CCC and CIC on their actual direct
acquisition costs.
The Stop Loss Contract terminated on December 31, 2000 and was not
renewed. The Stop Loss Contract protected the insurance subsidiaries from
adverse loss experience on certain business underwritten after the Merger Date.
The Stop Loss Contract between the insurance subsidiaries and CCC limited the
insurance subsidiaries' prospective net loss ratios with respect to certain
accounts and lines of insured business for three full accident years following
the Merger Date. In the event the insurance subsidiaries' accident year net loss
ratio exceeds 24% in any of the accident years 1997 through 2000 on certain
insured accounts (the "Loss Ratio Cap"), the Stop Loss Contract requires CCC at
the end of each calendar quarter following the Merger Date, to pay to the
insurance subsidiaries a dollar amount equal to (i) the amount, if any, by which
their actual accident year net loss ratio exceeds the applicable Loss Ratio Cap,
multiplied by (ii) the applicable net earned premiums. In consideration for the
coverage provided by the Stop Loss Contract, the insurance subsidiaries paid to
CCC an annual premium of $20,000. The CNA Surety insurance subsidiaries have
paid CCC all required annual premiums. As of March 31, 2004, the Company had
billed and received $54.9 million under the Stop Loss Contract.
The Excess of Loss Contract provided the insurance subsidiaries of CNA
Surety with the capacity to underwrite large surety bond exposures by providing
reinsurance support from CCC. The Excess of Loss Contract provided $75 million
of coverage for losses in excess of the $60 million per principal. Subsequent to
the Merger Date, the Company entered into a second excess of loss contract with
CCC ("Second Excess of Loss Contract"). The Second Excess of Loss Contract
provided additional coverage for principal losses that exceed the foregoing
coverage of $75 million per principal provided by the Excess of Loss Contract,
or aggregate losses per principal in excess of $135 million. In consideration
for the reinsurance coverage provided by the Excess of Loss Contracts, the
insurance subsidiaries paid to CCC, on a quarterly basis, a premium equal to 1%
of the net written premiums applicable to the Excess of Loss Contract, subject
to a minimum premium of $20,000 and $5,000 per quarter under the Excess of Loss
Contract and Second Excess of Loss Contract, respectively. The two Excess of
Loss Contracts collectively provided coverage for losses discovered on surety
bonds in force as of the Merger Date and for losses discovered on new and
renewal business written during the term of the Excess of Loss Contracts. Both
Excess of Loss Contracts commenced following the Merger Date and continued until
September 30, 2002. The discovery period for losses covered by the Excess of
Loss Contracts extends until September 30, 2005.
Effective October 1, 2002, the Company secured replacement excess of loss
protection from CCC for per principal losses that exceed $60 million in two
parts -- a) $40 million excess of $60 million and b) $50 million excess of $100
million. This excess of loss protection is primarily necessary to support
contract surety accounts with bonded backlogs or work-in-process in excess of
$60 million. The Company generally limits support for new large commercial
surety accounts to $25 million. In addition to the foregoing structural changes
in its high layer excess of loss reinsurance programs, the cost for these
protections increased significantly as compared to the cost of the previous two
Excess of Loss Contracts. The $40 million excess of $60 million contract is for
a three year term beginning October 1, 2002 and provides annual aggregate
coverage of $80 million and $120 million aggregate coverage for the entire three
year term.
Effective January 1, 2004, the Company obtained replacement coverage from
third party reinsurers as part of the 2004 Excess of Loss Treaty. Accordingly,
the $40 million excess of $60 million contract with CCC was commuted effective
January 1, 2004. As part of this commutation, the Company has received a
commutation payment of $10.9 million from CCC. As of December 31, 2003 the full
amount of the commutation payment had been recognized as a receivable. The
Company and CCC entered into a new $40 million excess of $60 million reinsurance
contract providing coverage exclusively for the one large national contractor
that is excluded from the Company's third party reinsurance. This contract is
effective from January 1, 2004 to December 31, 2004. The premium for this
contract is $3.0 million plus an additional premium if a loss is ceded to this
contract.
The reinsurance premium for the coverage provided by the $50 million
excess of $100 million contract was $6.0 million. This contract expired on
December 31, 2003. The Company and CCC entered into a new $50 million excess of
$100 million contract for the period of January 1, 2004 to December 31, 2004.
The premium for this contract is $6.0 million plus an additional premium if a
loss is ceded to this contract.
Effective October 1, 2003, the Company entered into a $3 million excess of
$12 million excess of loss contract with CCC. The reinsurance premium for the
coverage provided by the $3 million excess of $12 million contract was $0.3
million plus, if applicable, additional premiums based on paid losses. The
contract provided for aggregate coverage of $12 million. This contract
effectively lowered the Company's net retention per principal for the remainder
of 2003 to $12 million plus a 5% co-participation in the $45 million layer of
excess reinsurance with third party reinsurers. This contract was to expire on
December 31, 2004. Effective January 1, 2004, the Company obtained replacement
coverage from third party reinsurers as part of the 2004 Excess of Loss Treaty.
As of March 31, 2004 and March 31, 2003, CNA Surety had an insurance receivable
balance from CCC and CIC of $22.4 million and $71.1 million, respectively. CNA
Surety had no reinsurance payables to CCC and CIC as of March 31, 2004 and
December 31, 2003.
24
Large National Contractor
The Company has provided significant surety bond protection guaranteeing
projects undertaken by the large national contract principal that is excluded
from the Company's third party insurance. The related party reinsurance
available to the Company for this principal and the credit extended to the
principal by affiliates of the Company are described below.
If the Company should suffer any losses that are discovered prior to
September 30, 2005 arising from bonds issued to the contractor with effective
dates of September 30, 2002 and prior, the Company would retain the first $60
million of losses on bonds written, and CCC would incur 100% of losses above $60
million pursuant to the extended discovery provisions of the two Excess of Loss
treaties that expired on September 30, 2002. Any losses discovered after
September 30, 2005 on bonds with effective dates prior to September 30, 2002
would be covered up to $150 million pursuant to the $50 million excess of $100
million contract with CCC described above and a twelve month contract with CCC
effective January 1, 2004 that provides $40 million excess of $60 million
reinsurance coverage exclusively for the national contractor.
For bonds that the Company has written after September 30, 2003, in
addition to the coverage provided by excess of loss reinsurance treaties
described above ($40 million excess of $60 million and $50 million excess of
$100 million) the Company and CCC have entered into facultative reinsurance in
connection with larger bonds. The Company's exposure on bonds written from
October 1, 2002 through October 31, 2003 was limited to $20 million per bond.
For bonds written between November 1, 2003 and March 31, 2004, the Company's
exposure was $14.7 million. For bonds written subsequent to March 31, 2004, the
Company's exposure will be limited to the lesser of $20 million or 10% of
policyholders surplus.
The Company believes the run-off protection provided by the extended
discovery provisions of the expired agreements, the current protection provided
by the $40 million excess of $60 million and the $50 million excess of $100
million treaties, and the facultative reinsurance provided for larger bonds
written after September 30, 2002, should limit the Company's exposure for bonds
written on behalf of the national contractor to $60 million.
CNAF Credit Facility
In December 2002 and January 2003, CNAF, parent of CCC, provided loans in
an aggregate amount of approximately $45 million to the national contractor. The
loans were provided by CNAF to help the contractor meet its liquidity needs. The
loans are evidenced by demand notes and until replaced by the credit facility
described below, accrue interest at 10%. In March 2003, CNAF entered into a
credit facility with the contractor under which CNAF has agreed to provide up to
$86 million of loans to the contractor and certain of its subsidiaries,
including the refinancing of the already advanced $45 million of credit
described above. The credit facility matures in March of 2006. CNAF has been
granted a security interest in substantially all of the assets of the contractor
to secure borrowings under the new credit facility. Loews, parent of CNAF, and
CNAF have entered into a participation agreement, pursuant to which Loews has
purchased a one-third participation share in CNAF's position in the credit
facility, on a dollar-for-dollar basis, up to a maximum of $25 million, plus
accrued interest. Although Loews does not have rights against the contractor
directly under the participation agreement, it shares recoveries and fees under
the facility on a proportional basis with CNAF.
In March 2003, CNAF purchased the contractor's outstanding bank debt for
$16.4 million. The contractor purchased the bank debt and retired it, with $11.4
million of the purchase price being funded under the new credit facility and $5
million from money loaned to the contractor by its shareholders. Under its
purchase agreement with the banks, CNAF is also required to reimburse the banks
for any draws upon outstanding letters of credit issued by the banks for the
contractor's benefit. Of these letters of credit, a replacement due to expire in
August 2004 remains in the amount of $3 million. Any CNAF reimbursements for
draws upon the banks' letters of credit will become obligations of the
contractor to CNAF as draws upon the credit facility. As of March 31, 2004, CNAF
had credit exposure of $64.0 million under the credit facility, net of
participation by Loews, in the amount of $25.7 million, for total outstanding of
$89.7 million. As of April 30, 2004, $90.0 million was the total outstanding
under the credit facility.
As of March 31,2004, the credit facility was amended to provide for
calculating the amount available for borrowing without regard to approximately
$1.1 million representing accrued interest on a bridge loan provided by CNAF
that became a borrowing under the facility; the elimination of the reduction in
CNAF's commitment upon receipt by the contractor of certain claim proceeds; and
an increase in the monthly compensation limits for the contractor's principals.
In connection with the amendment, the principals and an affiliate contributed $5
million in the aggregate to the contractor's capital by forgiving certain of the
contractor's indebtedness.
25
The contractor has initiated a restructuring plan that is intended to
reduce costs and improve cash flow, and a chief restructuring officer has been
appointed to manage execution of the plan. CNA Surety intends to continue to
provide surety bonds on behalf of the contractor during this restructuring
period, subject to the contractor's initial and ongoing compliance with CNA
Surety's underwriting standards. Indemnification and subrogation rights,
including rights to contract proceeds on construction projects in the event of
default, exist that reduce CNA Surety's exposure to loss. While the Company
believes that the contractor's restructuring efforts will be successful and
provide sufficient cash flow for its operations and for repayment of its
borrowings, the contractor's failure to achieve its restructuring plan could
have a material adverse effect on CNA Surety's future results of operations,
cash flow and capital. If such failures occur, the Company estimates that
possible losses, net of indemnification and subrogation recoveries, but before
recoveries under reinsurance contracts, could be up to $200 million. However,
the related party reinsurance treaties discussed above should limit the
Company's per principal exposure to approximately $60 million.
Net Loss Ratio
The net loss ratios for the three months ended March 31, 2004 and 2003
were 27.4% and 26.1%, respectively. The 2004 loss ratio included $0.3 million of
net favorable loss reserve development related to prior years for the three
months ended March 31, 2004. The increase in the loss ratio in 2004 reflects
indications of a higher base line loss ratio resulting from the actuarial
reviews performed during 2003.
On January 2, 2003, CNA Surety settled litigation brought by J.P. Morgan
Chase & Co. ("Chase") in connection with three surety bonds issued on behalf of
Enron Corporation subsidiaries. The penal sums of the three bonds totaled
approximately $78 million. The Company paid Chase approximately $40.7 million
and assigned its recovery rights in the Enron bankruptcy to Chase in exchange
for a full release of its obligations under the bonds. The Company has no other
exposure related to the Enron Corporation. CNA Surety's net loss related to the
settlement, after anticipated recoveries under excess of loss reinsurance
treaties, was previously fully reserved. Immediately upon execution of the
settlement documents, the Company sent written notice for reimbursement to its
reinsurers. As of the date of this filing, the Company has billed a total of
$37.1 million to its reinsurers. Five reinsurers responsible for payment of 55%
of the treaty proceeds either have paid their portions of the claim or have
reached agreement with the Company and have paid the Company to commute the
entire reinsurance treaty under which the Enron claim was made. Pursuant to the
treaty, the Company demanded and began arbitration proceedings against all the
reinsurers that have not paid. Management believes none of the reinsurers have
valid defenses under the reinsurance treaties to avoid payment, and that the
Company will fully recover all reinsurance recoverables recorded related to this
settlement. As such, the Company has not recorded a reduction with respect to
these reinsurance recoverables as of March 31, 2004.
Expense Ratio
The expense ratio increased to 73.6% for the three months ended March 31,
2004 compared to 62.2% for the same period in 2003. The expense ratio for the
first quarter of 2004 was negatively impacted by 6.5 percentage points due to
the increase in the accrual for policyholder dividends on certain contract
surety business. This increase resulted from the implementation of an improved
methodology for estimating the ultimate dividend obligation on premiums that
have been earned to date. This dividend obligation is related to contract surety
bonds written in the state of Texas. The increase in the accrual primarily
relates to premiums earned prior to 2003. The expense ratio was further impacted
by 2.3 percentage points related to the initiative to simplify and streamline
the field organization.
Exposure Management
The Company's business is subject to certain risks and uncertainties
associated with the current economic environment and corporate credit
conditions. In response to these risks and uncertainties, the Company has
continued with various exposure management initiatives, particularly to reduce
its risks on large commercial accounts. As the following table depicts, the
Company has reduced its exposure, before the effects of reinsurance, by 16.6% in
2004 on large commercial accounts, which are defined as accounts with exposures
in excess of $10 million:
26
NUMBER OF ACCOUNTS TOTAL EXPOSURE (DOLLARS IN BILLIONS)
AS OF AS OF
------------------------ ------------------------------------
MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31, %
COMMERCIAL ACCOUNT EXPOSURE 2004 2003 2004 2003 REDUCTION
--------------------------- --------- ------------ --------- ------------ ---------
$100 million and larger 4 7 $ 0.5 $ 0.9 44.4%
$50 to $100 million 10 8 0.7 0.6 (16.7)%
$25 to $50 million 13 13 0.5 0.5 --
$10 to $25 million 52 66 0.8 1.0 20.0%
-- -- ------- -------
Total 79 94 $ 2.5 $ 3.0 16.7%
== == ======= =======
With respect to contract surety, the Company's portfolio is predominantly
comprised of contractors with work programs of less than $50 million. "Work
program" is the estimated contract value of uncompleted bonded and unbonded
work. Bonded backlog is a measure of the Company's exposure in the event of
default before indemnification, salvage and subrogation recoveries.
The Company continues to manage its exposure to any one contract credit
and aggressively looks for co-surety, shared accounts and other means to support
or reduce larger exposures. Reinsurance, indemnification and subrogation rights,
including rights to contract proceeds on construction projects in the event of
default, exist that substantially reduce CNA Surety's exposure to loss.
Investment Income
For the three months ended March 31, 2004, net investment income was $7.0
million compared to the three months ended March 31, 2003 of $6.7 million. The
increase in investment income primarily reflects the increase in invested assets
over the four quarters. The annualized pretax yields were 4.4% and 4.7% for the
three months ended March 31, 2004 and 2003, respectively. The annualized
after-tax yields were 3.6% and 3.9% for the three months ended March 31, 2004
and 2003.
Net realized investment gains were approximately $2.2 million for the
three months ended March 31, 2004 compared to approximately $0.7 million for the
same period in 2003.
The following summarizes net realized investment gains (losses) activity:
THREE MONTHS ENDED MARCH 31,
----------------------------
2004 2003
------------ ----------
Gross realized investment gains....... $ 2,234 $ 1,261
Gross realized investment losses...... (4) (531)
------------ ----------
Net realized investment gains......... $ 2,230 $ 730
============ ==========
The Company's investment portfolio generally is managed to maximize
after-tax investment return, while minimizing credit risk with investments
concentrated in high quality income securities. CNA Surety's portfolio is
managed to provide diversification by limiting exposures to any one industry,
issue or issuer, and to provide liquidity by investing in the public securities
markets. The portfolio is structured to support CNA Surety's insurance
underwriting operations and to consider the expected duration of liabilities and
short-term cash needs. In achieving these goals, assets may be sold to take
advantage of market conditions or other investment opportunities or regulatory,
credit and tax considerations. These activities will produce realized gains and
losses.
Invested assets are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain of these
invested assets and the level of uncertainty related to changes in the value of
these assets, it is possible that changes in risks in the near term may
significantly affect the amounts reported in the Condensed Consolidated Balance
Sheets and Condensed Consolidated Statements of Income.
Analysis of Other Operations
Interest expense for the three months ended March 31, 2004 decreased
slightly, as compared to the first quarter in 2003, due to lower outstanding
debt. Average debt outstanding was $50.4 million for the first quarter of 2004
compared to $60.8 million in the first quarter of 2003. The weighted average
interest rate for the three months ended March 31, 2004 was 2.7% compared to
2.3% for the same period in 2003.
Income Taxes
Income tax expense was $1.7 million and $4.4 million and the effective
income tax rates were 21.5% and 28.6% for the three
27
months ended March 31, 2004 and 2003, respectively. The decrease in the
estimated effective tax rate in first quarter 2004 primarily relates to
anticipated increases in tax exempt investment income as a proportion of taxable
income.
LIQUIDITY AND CAPITAL RESOURCES
It is anticipated that the liquidity requirements of CNA Surety will be
met primarily by funds generated from operations. The principal sources of cash
flows are premiums, investment income, and sales and maturities of investments.
CNA Surety also may generate funds from additional borrowings under the credit
facility described below. The primary cash flow uses are payments for claims,
operating expenses, federal income taxes, debt service, as well as dividends to
CNA Surety stockholders. In general, surety operations generate premium
collections from customers in advance of cash outlays for claims. Premiums are
invested until such time as funds are required to pay claims and claims
adjusting expenses.
The Company believes that total invested assets, including cash and
short-term investments, are sufficient in the aggregate and have suitably
scheduled maturities to satisfy all policy claims and other operating
liabilities, including dividend and income tax sharing payments of its insurance
subsidiaries. At March 31, 2004, the carrying value of the Company's insurance
subsidiaries' invested assets was comprised of $639.7 million of fixed income
securities, $2.2 million of equities, $27.7 million of short-term investments,
$1.1 million of other investments and $3.0 million of cash. At December 31,
2003, the carrying value of the Company's insurance subsidiaries' invested
assets was comprised of $573.7 million of fixed income securities, $49.8 million
of short-term investments, $1.1 million of other investments and $2.0 million of
cash.
Cash flow at the parent company level is derived principally from dividend
and tax sharing payments from its insurance subsidiaries. The principal
obligations at the parent company level are to service debt, pay operating
expenses, including income taxes, and pay dividends to stockholders. At March
31, 2004, the parent company's invested assets consisted of $6.1 million of
fixed income securities, $1.0 million of equity securities, $11.4 million of
short-term investments and $2.0 million of cash. At December 31, 2003, the
parent company's invested assets consisted of $6.3 million of fixed income
securities, $1.1 million of equity securities, $14.1 million of short-term
investments and $6.0 million of cash. At both March 31, 2004 and December 31,
2003, parent company short-term investments and cash included $6.6 million of
restricted cash related to premium receipt collections ultimately due to the
Company's insurance subsidiaries.
The Company's consolidated net cash flow provided by operating activities
was $42.9 million for the three months ended March 31, 2004 compared to net cash
flow used by operating activities of $35.1 million for the comparable period in
2003. The increase in net cash flow provided by operating activities primarily
relates to a decrease in reinsurance receivables and a decrease in the amount of
loss payments.
On September 30, 2002, the Company refinanced $65 million in outstanding
borrowings under its previous credit facility with a new credit facility (the
"2002 Credit Facility"). The 2002 Credit Facility, as amended September 30,
2003, provides an aggregate of up to $50 million in borrowings divided between a
revolving credit facility (the "Revolving Credit Facility") of $30 million and a
term loan facility (the "Term Loan Facility") of $20 million. The Revolving
Credit Facility matures on September 30, 2005. The Revolving Credit Facility may
be increased from time to time by the amount of amortization under the Term Loan
facility up to an additional $10 million. Such increase is subject to consent by
each bank participating in the Revolving Credit Facility, and will take place
upon receipt by the Banks of the respective installment payments under the Term
Loan Facility.
Effective January 30, 2003, the Company entered into an interest rate swap
on the Term Loan Facility. As a result, the current effective interest rate on
the term loan as of March 31, 2004 was 2.76%.
The Term Loan Facility balance was reduced by $15 million through March
31, 2004 according to the scheduled amortization and payment schedules. Further
amortization and payment of the Term Loan Facility will take place at $10
million per year, in equal semi-annual installments of $5 million on the
following dates:
DATE AMORTIZATION OUTSTANDING BALANCE
--------------------------- ------------ -------------------
September 30, 2004......... 5,000,000 10,000,000
March 31, 2005............. 5,000,000 5,000,000
September 30, 2005......... 5,000,000 --
The interest rate on borrowings under the 2002 Credit Facility may be
fixed, at CNA Surety's option, for a period of one, two,
28
three, or six months and is based on, among other rates, the London Interbank
Offered Rate ("LIBOR"), plus the applicable margin. The margin, including a
facility fee and utilization fee on the Revolving Credit Facility, was 1.30% at
March 31, 2004 and can vary based on CNA Surety's leverage ratio (debt to total
capitalization) from 1.15% to 1.45%. The margin on the Term Loan Facility, was
0.625% at March 31, 2004 and can vary based on CNA Surety's leverage ratio (debt
to total capitalization) from 0.48% to 0.80%. As of March 31, 2004, the weighted
average interest rate was 2.6% on the $45 million of outstanding borrowings. As
of December 31, 2003, the weighted average interest rate on the 2002 Credit
Facility was 2.4% on the $50 million of outstanding borrowings.
The 2002 Credit Facility contains, among other conditions, limitations on
CNA Surety with respect to the incurrence of additional indebtedness and
maintenance of a rating of at least "A" by A.M. Best for each of the Company's
insurance subsidiaries. The 2002 Credit Facility also requires the maintenance
of certain financial ratios as follows: a) maximum funded debt to total
capitalization ratio of 25%, b) minimum net worth of $350.0 million and c)
minimum fixed charge coverage ratio of 2.5 times. Due to the net loss reported
for the third quarter of 2003, the Company was in violation of the minimum fixed
charge coverage test. The lenders granted the Company a waiver for this
violation and amended the 2002 Credit Facility to replace the fixed charge
coverage ratio requirement for the next three quarters with a minimum earnings
requirement. At March 31, 2004, the Company was in violation of this minimum
earnings requirement and has received a waiver for this requirement for the
current quarter.
In 1999 CNA Surety acquired certain assets of Clark Bonding Company, Inc.,
a Charlotte, North Carolina, insurance agency and brokerage doing business as
The Bond Exchange for $5.9 million. As part of this acquisition, the Company
incurred an additional $1.9 million of debt in the form of a promissory note.
The promissory note matures on July 27, 2004 and has an interest rate of 5.0%.
The balance of this promissory note at March 31, 2004 was $0.4 million.
On April 30, 2004, the Company committed to issue $30 million of trust
preferred securities through two pooled transactions. These securities have a
thirty-year term and are callable by the Company after five years. Subject to
the funding of the pooled transactions as anticipated, the Company expects to
finalize these transactions in May of 2004. The Company is currently evaluating
the potential uses of these additional funds including, among others, reducing
outstanding debt and contributing capital to the Company's insurance
subsidiaries.
A summary of the Company's commitments as of March 31, 2004 is presented
in the following table:
COMMITMENTS
MARCH 31, 2004 2004 2005 2006 2007 2008 THEREAFTER TOTAL
------------------ --------- --------- ------- ------- ------- ---------- ---------
(IN MILLIONS)
Debt.............................. $ 5.4 $ 40.0 $ -- $ -- $ -- $ -- $ 45.4
Operating leases.................. 1.3 1.5 1.4 1.1 1.0 3.7 10.0
Other long-term liabilities (a)... 1.0 1.7 0.4 0.4 0.5 5.6 9.6
--------- --------- ------- ------- ------- ---------- ---------
Total............................. $ 7.7 $ 43.2 $ 1.8 $ 1.5 $ 1.5 $ 9.3 $ 65.0
========= ========= ======= ======= ======= ========== =========
(a) reflects post-employment obligations to former executives and
unfunded post-retirement benefit plans
As an insurance holding company, CNA Surety is dependent upon dividends
and other permitted payments from its insurance subsidiaries to pay operating
expenses, meet debt service requirements, as well as to pay cash dividends. The
payment of dividends by the insurance subsidiaries is subject to varying degrees
of supervision by the insurance regulatory authorities in South Dakota and
Texas. In South Dakota, where Western Surety and SBCA are domiciled, insurance
companies may only pay dividends from earned surplus excluding surplus arising
from unrealized capital gains or revaluation of assets. In Texas, where USA is
domiciled, an insurance company may only declare or pay dividends to
stockholders from the insurer's earned surplus. The insurance subsidiaries may
pay dividends without obtaining prior regulatory approval only if such dividend
or distribution (together with dividends or distributions made within the
preceding 12-month period) is less than, as of the end of the immediately
preceding year, the greater of (i) 10% of the insurer's surplus to policyholders
or (ii) statutory net income. In South Dakota, net income includes net realized
capital gains in an amount not to exceed 20% of net unrealized capital gains.
All dividends must be reported to the appropriate insurance department prior to
payment.
The dividends that may be paid without prior regulatory approval are
determined by formulas established by the applicable insurance regulations, as
described above. The formulas that determine dividend capacity in the current
year are dependent on, among other items, the prior year's ending statutory
surplus and statutory net income. Dividend capacity for 2004 is based on
statutory surplus and income at and for the year ended December 31, 2003.
Without prior regulatory approval in 2004, CNA Surety's insurance subsidiaries
may pay stockholder dividends of $19.0 million in the aggregate. CNA Surety did
not receive a dividend from its
29
insurance subsidiaries during the first three months of 2004 or during the first
three months of 2003.
Combined statutory surplus totaled $200.4 million at March 31, 2004,
resulting in a net written premium to statutory surplus ratio of 1.6 to 1.
Insurance regulations restrict Western Surety's maximum net retention on a
single surety bond to 10 percent of statutory surplus. Under the 2004 Excess of
Loss Treaty, the Company's net retention on new bonds would generally be $10
million plus a 5% co-participation in the $90 million layer of excess
reinsurance above the Company's retention and this regulation would require
minimum statutory surplus of $145.0 million at Western Surety. This surplus
constraint may limit the amount of future dividends Western Surety could
otherwise pay to CNA Surety.
In accordance with the provisions of intercompany tax sharing agreements
between CNA Surety and its subsidiaries, the tax of each subsidiary shall be
determined based upon each subsidiary's separate return liability. Intercompany
tax payments are made at such times as estimated tax payments would be required
by the Internal Revenue Service ("IRS"). CNA Surety did not receive any tax
sharing payments from its subsidiaries for the three months ended March 31, 2004
and 2003, respectively.
Western Surety and SBCA each qualify as an acceptable surety for federal
and other public works project bonds pursuant to U.S. Department of Treasury
regulations. U.S. Treasury underwriting limitations are based on an insurer's
statutory surplus. Effective July 1, 2003 through June 30, 2004, the
underwriting limitations of Western Surety and SBCA are $21.9 million and $0.5
million, respectively. Through the Surety Quota Share Treaty between CCC and
Western Surety Company, CNA Surety has access to CCC and its affiliates' U.S.
Department of Treasury underwriting limitations. The Surety Quota Share Treaty
had an original term of five years from the Merger Date and was renewed on
October 1, 2002 on substantially the same terms. Effective July 1, 2003 through
June 30, 2004, the underwriting limitations of CCC and its affiliates total
$569.6 million. CNA Surety Management believes that the foregoing U.S. Treasury
underwriting limitations are sufficient for the conduct of its business.
Subject to the aforementioned uncertainties concerning the Company's per
principal net retentions, CNA Surety Management believes that the Company has
sufficient available resources, including capital protection against large
losses provided by the Company's excess of loss reinsurance arrangements, to
meet its present capital needs.
FINANCIAL CONDITION
Investment Portfolio
The estimated fair value and amortized cost of fixed income and equity
securities held by CNA Surety at March 31, 2004 by investment category were as
follows (dollars in thousands):
GROSS UNREALIZED LOSSES
AMORTIZED GROSS --------------------------
COST OR UNREALIZED LESS THAN 12 MORE THAN 12 ESTIMATED FAIR
MARCH 31, 2004 COST GAINS MONTHS MONTHS VALUE
----------------------------------------------------------- ------------ ------------ ------------ ------------ --------------
Fixed income securities:
U.S. Treasury securities and obligations of U.S. Government
and agencies:
U.S. Treasury $ 21,234 $ 883 $ -- $ -- $ 22,117
U.S. Agencies 4,585 112 (35) -- 4,662
Collateralized mortgage obligations 10,042 1 (41) -- 10,002
Mortgage pass-through securities 48,090 624 (62) -- 48,652
Obligations of states and political subdivisions 385,136 27,689 (320) (26) 412,479
Corporate bonds 109,869 7,009 (1) -- 116,877
Non-agency collateralized mortgage obligations 8,516 549 -- (18) 9,047
Other asset-backed securities:
Second mortgages/home equity loans 5,389 470 -- -- 5,859
Credit card receivables 5,000 35 -- -- 5,035
Other 4,548 321 -- -- 4,869
Redeemable preferred stock 5,356 874 -- -- 6,230
------------ ------------ ------------ ------------ --------------
Total fixed income securities 607,765 38,567 (459) (44) 645,829
Equity securities 3,041 200 -- -- 3,241
------------ ------------ ------------ ------------ --------------
Total $ 610,806 $ 38,767 $ (459) $ (44) $ 649,070
============ ============ ============ ============ ==============
The following table summarizes for fixed maturities in an unrealized loss
position at March 31, 2004, the aggregate fair value and gross unrealized loss
by length of time those securities have been continuously in an unrealized loss
position (dollars in thousands):
30
MARCH 31, 2004
-------------------------
GROSS
ESTIMATED UNREALIZED
UNREALIZED LOSS AGING FAIR VALUE LOSS
----------------------------------------- ------------- ----------
Fixed maturity securities:
Investment grade:
0-12 months.......................... $ 35,478 $ 459
Greater than 12 months.............. 1,820 44
------------- ----------
Total investment grade................. $ 37,298 $ 503
------------- ----------
A significant judgment in the valuation of investments is the
determination of when an other-than-temporary decline in value has occurred. The
Company follows a consistent and systematic process for impairing securities
that sustain other-than-temporary declines in value. The Company has established
a watch list that is reviewed by the Chief Financial Officer and two other
executive officers on at least a quarterly basis. The watch list includes
individual securities that fall below certain thresholds or that exhibit
evidence of impairment indicators including, but not limited to, a significant
adverse change in the financial condition and near term prospects of the
investment or a significant adverse change in legal factors, the business
climate or credit ratings.
When a security is placed on the watch list, it is monitored for further
market value changes and additional news related to the issuer's financial
condition. The focus is on objective evidence that may influence the evaluation
of impairment factors.
The decision to record an impairment loss incorporates both quantitative
criteria and qualitative information. The Company considers a number of factors
including, but not limited to: (a) the length of time and the extent to which
the market value has been less than book value, (b) the financial condition and
near term prospects of the issuer, (c) the intent and ability of the Company to
retain its investment for a period of time sufficient to allow for any
anticipated recovery in value, (d) whether the debtor is current on interest and
principal payments and (e) general market conditions and industry or sector
specific factors.
For securities for which an impairment loss has been recorded, the
security is written down to fair value and the resulting losses are recognized
in realized gains/losses in the Consolidated Statements of Operations.
As of March 31, 2004 and December 31, 2003, the Company had no impaired
securities.
FORWARD-LOOKING STATEMENTS
This report includes a number of statements which relate to anticipated
future events (forward-looking statements) rather than actual present conditions
or historical events. Forward-looking statements generally include words such as
"believes," "expects," "intends," "anticipates," "estimates," and similar
expressions. Forward-looking statements in this report include expected
developments in the Company's insurance business, including losses and loss
reserves; the impact of routine ongoing insurance reserve reviews being
conducted by the Company; the routine state regulatory examinations of the
Company's primary insurance company subsidiaries, and the Company's responses to
the results of those reviews and examinations; the Company's expectations
concerning its revenues, earnings, expenses and investment activities; expected
cost savings and other results from the Company's expense reduction and
restructuring activities; and the Company's proposed actions in response to
trends in its business.
Forward-looking statements, by their nature, are subject to a variety of
inherent risks and uncertainties that could cause actual results to differ
materially from the results projected. Many of these risks and uncertainties
cannot be controlled by the Company. Some examples of these risks and
uncertainties are:
- general economic and business conditions;
- changes in financial markets such as fluctuations in interest rates,
long-term periods of low interest rates, credit conditions
31
and currency, commodity and stock prices;
- the effects of corporate bankruptcies, such as Enron and WorldCom,
on surety bond claims, as well as on capital markets;
- changes in foreign or domestic political, social and economic
conditions;
- regulatory initiatives and compliance with governmental regulations,
judicial decisions, including interpretation of policy provisions,
decisions regarding coverage, trends in litigation and the outcome
of any litigation involving the Company, and rulings and changes in
tax laws and regulations;
- regulatory limitations, impositions and restrictions upon the
Company, including the effects of assessments and other surcharges
for guaranty funds and other mandatory pooling arrangements;
- the impact of competitive products, policies and pricing and the
competitive environment in which the Company operates, including
changes in the Company's books of business;
- product and policy availability and demand and market responses,
including the level of ability to obtain rate increases and decline
or non-renew underpriced accounts, to achieve premium targets and
profitability and to realize growth and retention estimates;
- development of claims and the impact on loss reserves, including
changes in claim settlement practices;
- the performance of reinsurance companies under reinsurance contracts
with the Company;
- results of financing efforts, including the availability of bank
credit facilities;
- the sufficiency of the Company's loss reserves and the possibility
of future increases in reserves;
- the risks and uncertainties associated with the Company's loss
reserves; and,
- the possibility of further changes in the Company's ratings by
ratings agencies, including the inability to access certain markets
or distribution channels and the required collateralization of
future payment obligations as a result of such changes, and changes
in rating agency policies and practices;
Any forward-looking statements made in this report are made by the Company
as of the date of this report. The Company does not have any obligation to
update or revise any forward-looking statement contained in this report, even if
the Company's expectations or any related events, conditions or circumstances
change.
32
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CNA Surety's investment portfolio is subject to economic losses due to
adverse changes in the fair value of its financial instruments, or market risk.
Interest rate risk represents the largest market risk factor affecting the
Company's consolidated financial condition due to its significant level of
investments in fixed income securities. Increases and decreases in prevailing
interest rates generally translate into decreases and increases in the fair
value of the Company's fixed income portfolio. The fair value of these interest
rate sensitive instruments may also be affected by the credit worthiness of the
issuer, prepayment options, relative value of alternative investments, the
liquidity of the instrument, income tax considerations and general market
conditions. The Company manages its exposure to interest rate risk primarily
through an asset/liability matching strategy. The Company's exposure to interest
rate risk is mitigated by the relative short-term nature of its insurance and
other liabilities. The targeted effective duration of the Company's investment
portfolio is approximately 5 years, consistent with the expected duration of its
insurance and other liabilities.
The tables below summarize the estimated effects of certain hypothetical
increases and decreases in interest rates. It is assumed that the changes occur
immediately and uniformly across each investment category. The hypothetical
changes in market interest rates selected reflect the Company's expectations of
the reasonably possible best or worst case scenarios over a one-year period. The
hypothetical fair values are based upon the same prepayment assumptions that
were utilized in computing fair values as of March 31, 2004. Significant
variations in market interest rates could produce changes in the timing of
repayments due to prepayment options available. The fair value of such
instruments could be affected and therefore actual results might differ from
those reflected in the following tables.
ESTIMATED HYPOTHETICAL
HYPOTHETICAL FAIR VALUE PERCENTAGE
CHANGE IN AFTER INCREASE
FAIR VALUE AT INTEREST RATE HYPOTHETICAL (DECREASE) IN
MARCH 31, (BP=BASIS CHANGE IN STOCKHOLDERS'
(DOLLARS IN THOUSANDS) 2004 POINTS) INTEREST RATE EQUITY
------------------------------------------------------------- ------------- --------------- ------------- -------------
Fixed Income Securities:
U.S. Government and government agencies and authorities.... $ 85,433 200 bp increase $ 75,422 (1.6)%
100 bp increase 80,444 (0.8)
100 bp decrease 90,041 0.7
200 bp decrease 94,608 1.4
States, municipalities and political subdivisions.......... 412,479 200 bp increase 359,023 (8.3)
100 bp increase 385,158 (4.2)
100 bp decrease 440,432 4.3
200 bp decrease 469,883 8.9
Corporate bonds and all other.............................. 147,917 200 bp increase 133,861 (2.2)
-------- 100 bp increase 140,734 (1.1)
100 bp decrease 155,210 1.1
200 bp decrease 162,961 2.3
Total fixed income securities.......................... $645,829 200 bp increase 568,306 (12.1)
======== 100 bp increase 606,336 (6.1)
100 bp decrease 685,683 6.2
200 bp decrease 727,452 12.7
33
ESTIMATED HYPOTHETICAL
HYPOTHETICAL FAIR VALUE PERCENTAGE
CHANGE IN AFTER INCREASE
FAIR VALUE AT INTEREST RATE HYPOTHETICAL (DECREASE) IN
DECEMBER 31, (BP=BASIS CHANGE IN STOCKHOLDERS'
(DOLLARS IN THOUSANDS) 2003 POINTS) INTEREST RATE EQUITY
------------------------------------------------------------- ------------- --------------- ------------- -------------
Fixed Income Securities:
U.S. Government and government agencies and authorities.... $ 45,402 200 bp increase $ 40,128 (0.8)%
100 bp increase 42,853 (0.4)
100 bp decrease 47,572 0.3
200 bp decrease 49,641 0.7
States, municipalities and political subdivisions.......... 402,411 200 bp increase 349,291 (8.4)
100 bp increase 375,189 (4.3)
100 bp decrease 430,247 4.4
200 bp decrease 459,412 9.0
Corporate bonds and all other.............................. 132,243 200 bp increase 121,737 (1.7)
------------- 100 bp increase 126,611 (0.9)
100 bp decrease 137,384 0.8
200 bp decrease 143,331 1.8
Total fixed income securities.......................... $ 580,056 200 bp increase 511,156 (10.9)
============= 100 bp increase 544,654 (5.6)
100 bp decrease 615,203 5.6
200 bp decrease 652,384 11.5
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures which
are designed to ensure that information required to be disclosed by the Company
in reports that it files or submits to the Securities and Exchange Commission
under the Securities and Exchange Act of 1934, including this report, is
recorded, processed, summarized and reported on a timely basis. These disclosure
controls and procedures include controls and procedures designed to ensure that
information required to be disclosed under the Exchange Act is accumulated and
communicated to the Company's Management on a timely basis to allow decisions
regarding required disclosure.
The Company's principal executive officer and its principal financial
officer undertook an evaluation of the Company's disclosure controls and
procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) as of
the end of the period covered by this report and concluded that the Company's
controls and procedures were effective.
There were no changes in the Company's internal control over financial
reporting that occurred during the Company's last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
34
CNA SURETY CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - Information on the Company's legal proceedings
is set forth in Notes 4 and 7 of the Condensed Consolidated
Financial Statements included under Part 1, Item 1.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS - None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5. OTHER INFORMATION - None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits: -
31(1) Certification pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002-Chief Executive Officer.
31(2) Certification pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002--Chief Financial Officer.
32(1) Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002-Chief Executive
Officer.
32(2) Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002-Chief Financial
Officer
(b) Reports on Form 8-K:
February 10, 2004; CNA Surety Corporation Press Release issued on
February 10, 2004.
February 11, 2004; CNA Surety Corporation Press Release issued on
February 11, 2004.
March 9, 2004; CNA Surety Corporation Press Release issued on March 8,
2004.
35
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CNA SURETY CORPORATION
(Registrant)
/s/ John F. Welch
----------------------------------------
John F. Welch
President and Chief Executive Officer
/s/ John F. Corcoran
----------------------------------------
John F. Corcoran
Vice President and Chief Financial Officer
Date: May 10, 2004
36
EXHIBIT INDEX
31(1) Certification pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002-Chief Executive Officer.
31(2) Certification pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002--Chief Financial Officer.
32(1) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002-Chief Executive
Officer.
32(2) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002-Chief Financial
Officer.
37