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8-K - THIS IS THE BODY OF OUR FILING DESCRIBING THE EXHIBIT WE ARE FILING IN THIS CURRENT REPORT ON FORM 8K. - PROASSURANCE CORPbodyoffiling.htm
This presentation contains Forward Looking Statements and other information designed to convey
our projections and expectations regarding future results. There are a number of factors which
could cause our actual results to vary materially from those projected in this presentation. The
principal risk factors that may cause these differences are described in various documents we file
with the Securities and Exchange Commission, such as our Current Reports on Form 8-K, and our
regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.” Please review
this presentation in conjunction with a thorough reading and understanding of these risk factors.
We especially identify statements concerning our recently-completed acquisition of American
Physicians Service Group (NASDAQ: AMPH) as Forward Looking Statements and direct
your attention to recent filings on Forms 10K and 10Q for a discussion of risk factors
pertaining to this transaction and subsequent integration into ProAssurance.
This presentation contains Non-GAAP measures, and we may reference Non-GAAP measures in
our remarks. A reconciliation of these measures to GAAP measures is available in our latest
quarterly news release, which is available in the Investor Relations section of our website,
www.ProAssurance.com, and in the related Current Reports on Form 8K disclosing that release.
FORWARD LOOKING STATEMENTS
1
NON-GAAP MEASURES
 
 

 
  Specialty writer of professional liability insurance, primarily Medical Professional Liability (MPL)
  Market Cap : ~$2.0 billion
  Total Assets: $4.9 billion
  Shareholders’ Equity: $1.9 billion
  Founded in 1975 / Demutualized to a public company in 1991
ProAssurance: Corporate Profile
2
Historical Book Value Per Share
Inception to 3/31/11
CAGR: 16%
Cumulative:1581%
10 Year Summary (2001 -2010)
CAGR: 15%
Cumulative: 297%
Historical Stock Price (to 5/20/11)
Inception to 5/20/11
CAGR: 15%
Cumulative:1223%
10 Year Summary (2001 -2010)
CAGR: 14%
Cumulative: 263%
Consistently Successful Throughout the Insurance Cycle
Up
13%
Y-O-Y
Up
15%
Y-O-Y
 
 

 
ProAssurance: Business Profile
  Largest independent publicly traded writer of MPL insurance
  Fourth largest overall writer
  Fragmented market
  Top 20 writers have just 65% of the market
  More than 100 writers with some share of the market
  Majority of companies are mutual or similar
  Few operate in more than two or three states
3
 
Company
2010 MPL
DPW
(000’s)
2010
Share
Comments
1
Medical Liability Mutual
 $ 760,199
 7.2%
80% in NY, 20% in NJ
2
Berkshire Hathaway
 $ 723,368
 6.8%
Majority written through Medical
Protective, a direct competitor
3
Doctors Company
 $ 694,678
 6.6%
Non-public / Direct competitor
4
ProAssurance
 $ 561,121
 5.3%
 
5
CNA
 $ 514,192
 4.9%
Direct competitor for allied
health. Primarily an excess writer
Total DPW: $10.6 billion
ProAssurance As a Top Five Writer
State
2010 Rank
2010 Share
Alabama
 1
54%
Delaware
 1
44%
DC
 1
43%
Wisconsin
 1
28%
Indiana
 2
24%
Texas1
 2
19%
Kentucky
 2 Ý
13%
Iowa
 2
12%
Ohio
 3 Þ
17%
Michigan
 3
14%
Oklahoma1
 3 Ý
9%
Kansas
 3 Ý
6%
Minnesota
 3 Ý
3%
Arkansas1
 4 Ý
10%
Nevada
 4
10%
Nebraska
 4
9%
Missouri
 4 Ý
8%
South Carolina
 4 Ý
6%
Florida
 5 Ý
7%
Illinois
 5
4%
South Dakota
 5 Ý
2%
1 Proforma, ProAssurance and American Physicians
Source: DPW: SNL; Market Share and Rank: Highline Data 2010
 
 

 
ProAssurance: Geographic Profile
  Writing across the United States, ProAssurance has broad geographic diversification
  Each state presents unique medical and legal challenges
  Regional structure provides the local knowledge that differentiates ProAssurance
4
Corporate Headquarters
Corporate Headquarters
Claims Offices
Claims Offices
Claims / Underwriting Offices
Claims / Underwriting Offices
(Birmingham)
Market Share: Top Five1
Market Share: Top Five1
Market Share: Six-Ten1
Market Share: Six-Ten1
ProAssurance Footprint
1 ProForma, ProAssurance and American Physicians.
 Subject to rounding.
 
 

 
ProAssurance: Risk and Distribution Profile
  We insure a broad range of healthcare risks, from home health providers to large hospitals
  Focus on individual physicians and physician groups
  Rated “A” by A.M. Best and Fitch
  Dual distribution in DC, Texas and parts of Missouri
5
2010 Premium: $533 million
 
 

 
M & A Update: ProAssurance & American Physicians
  Financial Highlights
  Expected to be modestly accretive to earnings in 2011, after one-time charges and restructuring
 costs
 
  Insurance Highlights
  We are now the second leading writer in Texas
  Adds high quality premium and
 ~6,700 well-underwritten policyholders
 in a challenging market
 
 Texas Highlights
  Stable, constitutional Tort Reform
  Generally attractive legal environment
  Strong, resilient economy
  APS headquarters becomes our Texas regional office
6
 
 

 
  We are skilled at finding M & A opportunities, conducting in-depth due diligence and integrating
 resulting acquisitions
2009: Consolidation of:
 
Mid-Continent General Agency
2009: Consolidation of:
 
Mid-Continent General Agency
 Georgia Lawyers Insurance Co.
 Georgia Lawyers Insurance Co.
2004: Purchased Selected Renewal Rights from:
 OHIC Insurance Company
2004: Purchased Selected Renewal Rights from:
 OHIC Insurance Company
We Expect to Continue Growing Through M & A
7
1994: Consolidation of:
 West Virginia Hosp. Ins Co.
1994: Consolidation of:
 West Virginia Hosp. Ins Co.
1995: Consolidation of;
1995: Consolidation of;
 Physicians Ins Co of Indiana
 Physicians Ins Co of Indiana
 Assumed business of:
 Physicians Ins Co of Ohio
 Assumed business of:
 Physicians Ins Co of Ohio
1996: Consolidation of:
1996: Consolidation of:
 Missouri Medical Ins Co
 Missouri Medical Ins Co
1995: Assumed business of:
 Associated Physicians Ins Co. (IL)
1995: Assumed business of:
 Associated Physicians Ins Co. (IL)
1998: Consolidation of:
 Physicians Protective Trust Fund (FL)
1998: Consolidation of:
 Physicians Protective Trust Fund (FL)
1996: Assumed business of:
 American Medical Ins Exchange (IN)
1996: Assumed business of:
 American Medical Ins Exchange (IN)
Founding in the 1970s
Founding in the 1970s
1999: Assumed business of:
 Medical Defense Associates (MO)
1999: Assumed business of:
 Medical Defense Associates (MO)
Mutual Assurance
Physicians Ins. Co. of Michigan
Professionals Group
Creation of:
Creation of:
2005: Consolidation of:
 
NCRIC Group
2005: Consolidation of:
 
NCRIC Group
2006: Consolidation of:
 PIC Wisconsin Group
2006: Consolidation of:
 PIC Wisconsin Group
2007: PRI renewal rights deal
2002: SERTA renewal rights deal
2001: OUM renewal rights deal
2000: DPM Merger
1999: PACO Acquisition
Completed
11/30/10
 
 

 
The Case for Growing Through M & A
  Legal and regulatory environment must be favorable
  Not all M & A opportunities should be pursued
  The key is understanding why companies are available
  We don’t “bet the farm” and can acquire without “breaking the bank”
  We prefer “healthcare centric” but look for closely related liability lines to leverage expertise
 (attorneys E
& O for example)
  Our strategy adapts to the available opportunities for profitable growth
De Novo vs. Acquisition
Soft Market
Hard Market
M & A
de novo
Expansion
Internal
Growth
All avenues
open
because of
pricing
power
M & A is
preferable
because of
pricing

pressure
M & A and the Insurance Cycle
 
 

 
Strategy & Operations: Differentiation is the Key
 
 

 
Current Industry Status
  We are in a period of “benign profitability”
  Prices have been falling yet profitability remains at attractive levels
  We have seen no new large scale market entry from larger commercial competitors
  Some consolidation among “mid-decade” start-ups
10
 
 

 
Differentiate Through Claims Defense
  Our deep expertise in claims defense has always set us apart
  Our financial strength gives our insureds the opportunity for an uncompromising defense of their
 claim
  Our successful approach to claims establishes a unique competitive advantage
  Differentiates our product
  Provides long-term financial and marketing advantages
  A significant factor in our high retention rate
  Helps deter future lawsuits
  Our insureds increasingly value reputational defense as claims data becomes public
11
ProAssurance: 82% Favorable Outcomes
Industry: 73% Favorable Outcomes
Source: The PIAA
Five Year Average
2005-2009
 
 

 
The Ohio Example: 2005 - 2009 Data
  Comprehensive, reliable data provided by the Ohio Department of Insurance
  Broad range of competitors and business approaches
12
www.insurance.ohio.gov/Legal/Reports/Documents/2009ClosedClaimReport.pdf
Fewer Claims Closed With Indemnity
More Claims Defended in Court
2.5x Lower Average Indemnity Payment per Closed Claim
 
 

 
ProAssurance Claims Tried to a Verdict
New Claims Opened Each Year
Claims Trends Remain Favorable
  With frequency down compared to mid-decade the result is fewer cases to try
  Severity trends steady and manageable
  Trends are much the same in states with or without Tort Reform
13
 
 

 
Loss Trends and Rate Actions
  Rates on renewing physician business down less than 14% from peak pricing in 2006
  Improved frequency trends are reflected in recent rate declines
  Improvement in frequency has outweighed a steady, manageable rise in severity of 3%-5% per year
  Loss trends have improved in states with and without tort reforms
  Rate changes (up or down) in 2011 will likely be low-to-mid single digits
  Despite competitors’ concessions on pricing and terms, we are retaining existing business and
 writing some new business that meets our long-term profitability goals
14
Physician Rate Change History1
Premium Retention History
1Excludes PICA for clarity of historical comparison
 
 

 
  We enforce stringent underwriting standards to maintain rate structure and enhance profitability
  Underwriting process driven by individual risk selection and assessment of loss history, areas of practice,
 and location
  Rate filings consider the results of the past five to seven years to ensure a single year does not
 unduly influence results
Demonstrated Underwriting Performance
ProAssurance Average: 93.8% Industry Average: 107.4%
Source: A.M. Best Aggregates and Averages, Medical Malpractice Lines of Business
15
 
 

 
Conservative Approach to Reserves
  No change in the historic reserving practices that have produced favorable net reserve
 development in each of the last eight years
  Conservative reserve strategy provides protection against a loss trend reversal
  Reviewed at least quarterly by internal actuarial staff
  Regular outside reviews
  Independent consulting actuaries (Towers Watson) conduct full review twice per year
  Actuaries associated with independent auditor (E&Y) review once per year
Net Favorable Reserve Development
Net Reserve per Open MPL Claim1
1 Statutory basis; Loss & LAE
 Acquired company data included at end of acquiring year.
 
 

 
Tort Reform Resurfaces
  Federal Tort Reform has reappeared in Washington
  Lots of smoke, so far no fire in Washington
  Resurfaced during President Obama’s State of the Union Speech
  Multiple bills being pushed by Republicans in the House, at least on bill introduced in the Senate
  Democrats have offered to consider scaled-back reforms
  Meaningful Tort Reform was not enacted when Republicans controlled Congress and the White House
  State Tort Reforms—where the real battles are fought
  2011 legislative update
  Reforms Passed in Oklahoma and Tennessee, rejected in New York, under consideration in North Carolina
  2011 courtroom update
  State Supreme courts reviewing mid-2000’s reforms in Kansas, Mississippi, Nevada and WV
  Long-standing reforms in California, Indiana and Louisiana also under review by State Supreme Courts
  2010 courtroom results
  Overturned in Georgia and Illinois
  Upheld in Maryland
  Split decision in Missouri
  Whether federal or state, we never give advance credit for untested reforms unless required by
 law or regulation
  We are prepared, operationally and financially, if Tort Reforms are struck down in our states
  Prices are set, and reserves established, as if there is no tort reform, until results reflect otherwise
17
 
 

 
The Potential Effects of Healthcare Reform
  No meaningful Tort Reform in the bill
  No immediate effect on the medical/legal climate
  Demonstration projects do not provide meaningful reform or immediate data
  Known: More customers for us
  We have enhanced our ability to write new classes of business
 through the acquisition of PICA and
 ProAssurance Mid-Continent General Underwriters
  Unknown: Effect on the medical/legal environment
  Increased patient frustration with the system
  Possibility of more unexpected outcomes
  We are introducing new approaches and new products to take advantage
  Likely to hasten M&A amongst smaller insurers that lack the capacity
 or capability to insure hospitals or facilities
18
1 Bureau of Labor Statistics 2008 to 2018 Projections
 http://data.bls.gov/oep/nioem
 
 

 
New Products for a Changing Market
  Insurance partnership with Ascension Health
  Largest Catholic healthcare system in the US
  38 ministry locations in 18 states
  Pilot partnership in Michigan to offer coverage to ~1,000 affiliated physicians not employed by Ascension
  Insurance operations performed by ProAssurance
  PRA policies jointly marketed
  Joint claims and risk management efforts
  Financial involvement of both entities creates incentive to reduce risk
  Program effective April 1, 2011—widespread acceptance among targeted physicians
  Converting occurrence-like policies to claims-made coverage
  Joint physician/hospital insurance product: ProControl
  Addresses the unique risk tolerance and claims-handling expectation of each insured
  Physicians largely seek claims defense to protect their reputation
  Hospitals/facilities seek to protect their reputation in different ways
  Broad interest in the market
  Alternative risk and self-insurance mechanisms
  Captive insurance programs
  Deductible programs
  Risk Retention Groups for specific specialties or regions
19
 
 

 
Financial Performance and Investments
 
 

 
Performance Recognition
  Leading industry operating performance
 in 2009, ranked by Moody’s top 100
 property & casualty insurers
  ProAssurance ranks 79th by premium, but
 outperforms in key financial measures
  Fourth straight year in the Ward’s 50
  Recognition as one of the 50 top
 performing Property
& Casualty
 insurance companies
21
Source: Moody’s - Statistical Handbook, Ward Group’s - 2010 Ward’s 50
Lower is better
Operating Ratio
PRA 2008 Rank: #1
Combined Ratio
PRA 2008 Rank: #2
Loss & LAE Ratio
PRA 2008 Rank: #5
Return on Surplus
PRA 2008 Rank: #1
PRA 2008 Rank: #5
 
 

 
Long-Term Financial Strength Sets Us Apart
  Ensuring the strength of our balance sheet is our top financial priority
  Financial strength differentiates us in the market
  The claims defense philosophy that differentiates us in the market leverages our financial strength
22
Shareholders’ Equity
Up Over 70% Since 12/31/06
Total Assets
 
 

 
23
Consolidated Operating Net Income1
Net Investment Income
Net Premiums Written
1 Excludes the after-tax effects of net realized gains or losses and guaranty fund assessments or recoupments
 
 

 
Capital Growth: 2006-2010
in $000’s except total equity (000,000’s)
24
 
 

 
Capital Management
  Dividends
  No current dividend to shareholders
  Regular evaluation by Board/Management
  Ongoing commitment of cash is a key consideration
25
  Share Repurchase
  $106 million spent in 2010 to buy
 1.9 million shares
  $315 million spent to repurchase 6.0 million shares
 since 2005
  Proven discipline in prudently deploying
 capital
  Building the company and enhancing return
 through M&A
  Enhancing shareholder value by repurchasing
 shares at prices that
build Book Value
Share Repurchase History
Conceptual Model of Projected A. M. Best BCAR Scores if
Premiums Increase
Surplus is Reduced
Excess Capital vs. Excess Capacity
 
 

 
Conservative Use of Debt and Low Leverage
  Low Debt to Cap Ratio
  No strain on cash flow
26
Debt to Equity
No Debt Prior to 2001
Strong Capital Position
  Prepared for an improving market
 
 

 
Investments Balance Risk vs. Return
27
$4 Billion Overall Portfolio
$3.6 Billion Fixed Income Portfolio
  Average duration: 4.2 years
  Average tax-equivalent yield: 4.7%
  Investment grade: 97%
  Weighted average: AA-
3/31/11
  Key actions in Q1
  Added high-grade corporates
  Cautious about muni exposure
  CUSIP-level portfolio disclosure on our website:
 
www.proassurance.com/investorrelations/supplemental.aspx
 
 

 
  Pricing discipline becomes even more
 critical in a low interest rate environment
  Lack of investment yield may be a hard
 market catalyst
Return on Equity and Investment Returns
28
Assumes a 1:1 premium to surplus ratio for physicians professional liability claims-made coverages
Combined Ratio Required to
Generate a 13% Return on Equity
Long-Term ROE Target is 13%
  The choice: chase yield or extend duration
  We are maintaining duration, looking for
 opportunities
The Yield Trap
 
 

 
Investing in ProAssurance
 
 

 
Effective, Experienced & Invested Management
30
  Average executive tenure through VP level is 16 years
  All subject to share ownership requirements
W. Stancil Starnes, JD
Chairman & Chief Executive Officer
Company Tenure: 4 Years
Prior MPL Experience: 29 Years
Total Industry & Related Experience: 33 Years
Formerly in the private practice of law in MPL defense and
complex corporate litigation.
Victor T. Adamo, JD, CPCU
President
Company Tenure: 26 Years
Prior MPL Experience: 5 Years
Total Industry & Related Experience: 31 Years
Formerly in the private practice of corporate law. President of
Professionals Group, prior to formation of ProAssurance.
Jerry D. Brant, DPM
Chief Executive Officer & President of PICA
Company Tenure: 31 Years
Prior MPL Experience: -
Total Industry & Related Experience: 49 Years
Formerly in the private practice of podiatry . Leader in
organized podiatric medicine; former president and Trustee of
the American Podiatric Medical Association.
Jeffrey L. Bowlby, ARM
Sr. Vice-President & Chief Marketing Office
Company Tenure: 13 Years
Prior MPL Experience: -
Total Industry & Related Experience: 27 Years
Career-long experience in insurance sales and marketing,
most recently as SVP for Marketing with Meadowbrook.
Howard H. Friedman, ACAS
Sr. Vice-President & Chief Underwriting Officer
Company Tenure: 15 Years
Prior MPL Experience: 16 Years
Total Industry & Related Experience: 31 Years
Career-long experience in MPL company operations
and management. Former ProAssurance CFO.
Jeffrey P. Lisenby, JD
Sr. Vice-President, General Counsel & Secretary
Company Tenure: 10 Years
Prior MPL Experience: -
Total Industry & Related Experience: 10 Years
Formerly in the private practice of law.
Duncan Y. Manley
Vice-President, Operations and Information Systems
Company Tenure: 11 Years
Prior MPL Experience: 7 Years
Total Industry & Related Experience: 18 Years
Career-long experience in MPL company operations as an
executive and consultant.
Frank B. O’Neil
Sr. Vice-President & Chief Communications Officer
Company Tenure: 24 Years
Prior MPL Experience: -
Total Industry & Related Experience: 24 Years
Formerly a television news executive and anchor.
Edward L. Rand, Jr., CPA
Sr. Vice-President & Chief Financial Officer
Company Tenure: 7 Years
Prior MPL Experience: -
Total Industry & Related Experience: 19 Years
Career-long experience in insurance finance and accounting.
Most recently Chief Accounting Officer for Partner Re.
Darryl K. Thomas, JD
Sr. Vice-President & Chief Claims Officer
Company Tenure: 16 Years
Prior MPL Experience: 10 Years
Total Industry & Related Experience: 26 Years
Career-long experience in MPL claims management.
 
Hayes V. Whiteside, MD, FACS
Sr. Vice-President & Chief Medical Officer
Company Tenure: 7 Years
Prior MPL Experience: -
Total Industry & Related Experience: 27 Years
Formerly in the private practice of Urology.
Adam P. Wilczek
Sr. Vice-President & Chief Operating Officer of PICA
Company Tenure: 15 Years
Prior MPL Experience: 21 Years
Total Industry & Related Experience: 36 Years
Former executive with Medical Inter-Insurance Exchange
(MIIX) and Chubb.
 
 

 
Driven to Excel / Focused on Shareholder Value
  Maintaining our profitability and book value growth
  Outstanding performance in a challenging financial market and a demanding line of insurance
  Producing sustainable shareholder value
  Finding the right M & A opportunities
  Growing Book Value per Share
  Significant share ownership at all levels
  Focusing on long-term
  Preparing for a changing market while maintaining our leading position in the current market
  Protecting the balance sheet and preparing for the market turn
31
Current Prices Present a Compelling Buying Opportunity
Current Price to Book: ~1.1x Average Since Inception: 1.4x
 
 

 
Supplemental Discussion Materials
 
 

 
2010 Financial Highlights
33
 
December 31
 
2010
2009
Gross Premiums Written
 $ 533,205
 $ 553,922
Net Premiums Earned
  519,107
  497,543
Net Investment Income
  146,380
  150,945
Net Income (Includes Investment Losses)
  231,598
  222,026
Operating Income
  219,457
  215,210
Net Income per Diluted Share
 $ 7.20
 $ 6.70
Operating Income per Diluted Share
 $ 6.82
 $ 6.49
 
December 31
 
2010
2009
Total Assets
 $ 4,875,056
 $ 4,647,414
Shareholders’ Equity
 1,855,863
 1,704,595
 
 

 
2011 Year-to-Date Financial Highlights
34
 
March 31,
 
2011
2010
Gross Premiums Written
 $ 160,813
 $ 157,178
Net Premiums Earned
  132,077
  123,427
Net Investment Income
  36,161
  37,628
Net Income (Includes Investment Losses)
  47,693
  38,112
Operating Income
  44,984
  39,588
Net Income per Diluted Share
 $ 1.55
 $ 1.16
Operating Income per Diluted Share
 $ 1.46
 $ 1.21
 
 
 
March 31, 2011
December 31, 2010
Total Assets
 $ 4,905,179
 $ 4,875,056
Shareholders’ Equity
 1,884,740
 1,855,863
 
 

 
ProAssurance Portfolio Detail: Asset Backed
35
3/31/11
Asset Backed: $760 Million
Weighted Average Rating: “AA+”
Breakdown of Agency MBS Holdings
CMBS Details Provided on Page 36
Sub-Prime: $13.2 mln Market Value (AFS)
 $1.1 net unrealized gain
 
 

 
ProAssurance Portfolio Detail: CMBS
  $95.5 million Fair Value in non-agency CMBS
  Book Value: $92 million (3% of fixed income portfolio)
  We have experienced no losses on our CMBS positions.
36
3/31/11
 
 

 
ProAssurance Portfolio Detail: Municipals
37
3/31/11
Municipals: $1.2 Billion
Sources of Revenue Backing Municipals
Investment policy has always required
 investment grade rating prior to applying the
 effect of insurance
 
 

 
ProAssurance Portfolio Detail: Equities & Other
38
Equities & Other: $175 Million
3/31/11
 
 

 
ProAssurance Portfolio Detail: Corporate
39
3/31/11
Corporates: $1.3 Billion
Weighted Average Rating: A
 
 

 
ProAssurance Portfolio Detail: Various
3/31/11
  Rated A1/P1 or better
  Money Markets:
  Moody’s: Aaa
  S&P: AAA
 Weighted average rating
  Moody’s: AA3
  S&P: AA-
  A. M. Best: A+
Treasury / GSE: $309 Million
Short Term: $145 Million
BOLI: $51 Million