1================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-K10-K/A
(MARK ONE)
/ /[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 19962001
OR
/ /[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 0-18786
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PICO HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-2723335
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
875 PROSPECT STREET, SUITE 301
LA JOLLA, CALIFORNIA 92037
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (619)(858) 456-6022
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANTIndicate by check mark whether the registrant (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTIONhas filed all reports required
to be filed by Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934 DURING
THE PRECEDINGduring
the preceding 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS)months (or for such shorter period that the registrant was
required to file such reports), ANDand (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PASThas been subject to such filing
requirements for the past 90 DAYS. YES /X/ NO / /
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEMdays. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
OF REGULATIONof Regulation S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PARTis not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III OR THIS FORMor this Form 10-K OR ANY AMENDMENT TO THIS
FORMor any amendment to this
Form 10-K. / /
APPROXIMATE AGGREGATE MARKET VALUE OF THE REGISTRANT'S COMMON STOCK HELD BY
NONAFFILIATES OF THE REGISTRANT (BASED ON THE CLOSING SALES PRICE OF SUCH STOCK
AS REPORTED IN THE[ X ]
Approximate aggregate market value of the registrant's common stock held by
non-affiliates of the registrant (based on the closing sales price of such stock
as reported in the NASDAQ NATIONAL MARKET) ON MARCH 24, 1997 WAS $74,222,080.
EXCLUDES SHARES OF COMMON STOCK HELD BY DIRECTORS, OFFICERS AND EACH PERSON WHO
HOLDSNational Market) on March 13, 2002 was $75,185,221.
This excludes shares of common stock held by directors, officers and each person
who holds 5% OR MORE OF THE REGISTRANT'S COMMON STOCK.
NUMBER OF SHARES OF COMMON STOCK,or more of the registrant's common stock.
On March 13, 2002, the Registrant had 12,368,616 shares of common stock, $.001
PAR VALUE, OUTSTANDING AS OF MARCH 24,
1997 WAS 32,486,718. AS OF SUCH DATE, 4,572,015 SHARES OF COMMON STOCK WERE HELD
BY A SUBSIDIARY AND AN AFFILIATE OF THE REGISTRANT.par value, outstanding, excluding 4,415,607 shares of common stock which are
held by the registrant and its subsidiaries.
DOCUMENTS INCORPORATED BY REFERENCE
(1) PORTIONS OF THE DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF
STOCKHOLDERS SCHEDULED FOR JUNE 5, 1997 ARE INCORPORATED BY REFERENCE
IN PARTPortions of the registrant's Definitive Proxy Statement to be filed with
the Commission pursuant to Regulation 14A in connection with the registrant's
2002 Annual Meeting of Stockholders, to be filed subsequent to the date hereof,
are incorporated by reference into Part III HEREIN.of this Report. Such Definitive
Proxy Statement will be filed with the Securities and Exchange Commission not
later than 120 days after the conclusion of the registrant's fiscal year ended
December 31, 2001.
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PICO HOLDINGS, INC.
ANNUAL REPORT ON FORM 10-K10-K/A
TABLE OF CONTENTS
Page
No.
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PART I....................................................................... 1I............................................................................................................ 3
Item 1. BUSINESS........................................................ 1BUSINESS............................................................................................ 3
Item 2. PROPERTIES...................................................... 25PROPERTIES.......................................................................................... 11
Item 3. LEGAL PROCEEDINGS............................................... 25PROCEEDINGS................................................................................... 11
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER.............. 26HOLDERS................................................. 11
PART II...................................................................... 26II........................................................................................................... 12
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................................. 26MATTERS............................... 12
Item 6. SELECTED FINANCIAL DATA......................................... 27DATA............................................................................. 13
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS....................................... 28OPERATIONS........................................................................... 14
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS......................................... 51
Item 8. FINANCIAL STATEMENTS............................................ 43STATEMENTS AND SUPPLEMENTARY DATA......................................................... 51
Item 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE........................................ 79DISCLOSURE............................................................................ 91
PART III..................................................................... 79III.......................................................................................................... 92
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............. 79REGISTRANT.................................................. 92
Item 11. EXECUTIVE COMPENSATION......................................... 79COMPENSATION.............................................................................. 92
Item 12.12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT..................................................... 79MANAGEMENT.......................................................................................... 92
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 79TRANSACTIONS...................................................... 92
PART IV...................................................................... 80IV........................................................................................................... 93
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE,SCHEDULES, AND REPORTS ON FORM 10-K........................................................... 80
SIGNATURES................................................................... 828-K.................................... 102
SIGNATURES........................................................................................................ 104
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3EXPLANATORY NOTE
This amended Annual Report on Form 10-K/A amends and restates in its
entirety PICO Holdings, Inc. ("PICO") Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 as of the date of the filing of the original Form
10-K, March 18, 2002. PICO has filed this amended Annual Report on Form 10-K/A
as a result of the restatement of its consolidated financial statements for all
years from 1996 to 2001, inclusive. The effects of the restatement are
incorporated into our consolidated financial statements included herein as well
as in "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and other portions of this Report. See Note 22 to the
Consolidated financial statements in Item 8 for the nature of the restatement.
This amended Annual Report on Form-K/A speaks as of the end of the fiscal year
2001 as required by Form 10-K or as of the date of filing the original Annual
Report on Form 10-K. It does not update any of the statements contained therein
except with respect to the effect of the restatement.
PART I
THIS FORM 10-K10-K/A CONTAINS A NUMBER OF FORWARD-LOOKING STATEMENTS,
INCLUDING, WITHOUT LIMITATION,STATEMENTS. THESE INCLUDE, BUT ARE NOT
LIMITED TO, STATEMENTS ABOUT THE COMPANY'SOUR INVESTMENT PHILOSOPHY, PLANS FOR EXPANSION,
WHICHBUSINESS EXPECTATIONS, AND REGULATORY FACTORS. THESE STATEMENTS REFLECT THE COMPANY'SOUR
CURRENT VIEWS WITH RESPECT TOABOUT FUTURE EVENTS THATWHICH COULD AFFECT OUR FINANCIAL PERFORMANCE.
ALTHOUGH WE AIM TO PROMPTLY DISCLOSE ANY NEW DEVELOPMENT WHICH WILL HAVE ANA
MATERIAL EFFECT ON THE COMPANY'S FINANCIAL PERFORMANCE.
THE COMPANY CAUTIONS INVESTORS THAT ANYPICO, WE DO NOT UNDERTAKE TO UPDATE ALL FORWARD-LOOKING
STATEMENTS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS,
MADE BY THE
COMPANYBECAUSE THEY ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE
SET
FORTHLISTED UNDER "BUSINESS RISKS""RISK FACTORS" AND ELSEWHERE HEREIN, THATIN THIS FORM 10-K/A, WHICH COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING STATEMENTS, OR
FROM HISTORICALOUR PAST RESULTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS.
ITEM 1. BUSINESS
INTRODUCTION
PICO Holdings, Inc. ("PICO"PICO," or "the Company") is a diversified holding
company principally engagedcompany. We acquire interests in five industry segments; portfolio investing,companies which our management believes:
- - are undervalued at the time we buy them; and
- - have the potential to provide a superior rate of return over time, after
considering the risk involved.
Our over-riding objective is to generate superior long-term growth in
shareholders' equity, as measured by book value per share. To accomplish this,
we are seeking to build a profitable operating base and to realize gains from
our investment holdings. In the long term, we expect that most of the growth in
shareholders' equity will come from realized gains on the sale of assets, rather
than operating earnings. Accordingly, when analyzing PICO's performance, our
management places more weight on increased asset values than on reported
earnings.
Over time, the assets and operations owned by PICO will change. Currently
our major activities are:
- - owning and developing water rights and water storage operations through
Vidler Water Company, Inc.;
- - owning and developing land and the related mineral rights and water rights
through Nevada Land & Resource Company, LLC;
- - property and casualty insurance lifein California and health insurance,Nevada through Sequoia
Insurance Company, and "running off" the property and casualty loss
reserves of Citation Insurance Company;
- - "running off" the medical malpracticeprofessional liability ("MPL") insuranceloss reserves of
Physicians Insurance Company of Ohio; and
other.- - making long term value-based investments in other public companies.
The address of our main office is 875 Prospect Street, Suite 301, La Jolla,
California 92037, and our telephone number is (858) 456-6022.
Our web-site at www.picoholdings.com contains further material about PICO,
our Securities and Exchange Commission filings, and links to other sites,
including some of the companies which we are associated with. You should check
the site periodically during the year for press releases and updated
information.
3
HISTORY
PICO was incorporated in 1981 and began operations in 1982. The Company operates throughwas
known as Citation Insurance Group until a reverse merger with Physicians
Insurance Company of Ohio on November 20, 1996. After the reverse merger, the
former shareholders of Physicians owned approximately 80% of Citation Insurance
Group, the Board of Directors and management of Physicians replaced their
Citation counterparts, and Citation Insurance Group changed its name to PICO
Holdings, Inc. You should be aware that information pre-dating the reverse
merger relates to the old Citation Insurance Group only, and does not reflect
the performance of Physicians prior to the merger.
MAJOR OPERATING SEGMENTS & SUBSIDIARY COMPANIES
This section describes our operating segments and lists the important
subsidiaries in each segment. Unless otherwise indicated, we own 100% of each
subsidiary.
WATER RIGHTS AND WATER STORAGE
This segment is comprised of two distinct but inter-related activities: the
ownership and development of water rights in Nevada, Arizona, and Colorado; and
our interests in water storage facilities in Arizona and California.
We entered the water rights and water storage business with the acquisition
of Vidler Water Company, Inc. ("Vidler") in 1995. At the time, Vidler owned a
limited quantity of water rights and related assets in Colorado. Since then,
Vidler has acquired:
- - additional water rights and related assets, predominantly in Arizona and
Nevada. Vidler seeks to acquire water rights at prices consistent with
their current use, with the expectation of an increase in value if the
water right can be converted to a higher use. The majority of Vidler's
water rights are in Nevada and Arizona, the two states which experienced
the most rapid population growth in the past 10 years; and
- - interests in water storage facilities in Arizona and California.
PICO currently owns approximately 96.2% of Vidler.
Vidler is the leading private company in the water rights and water storage
business in the southwestern United States. PICO identified water rights and
water storage as attractive niches to invest in due to the escalating
supply/demand imbalance for water in the Southwest. There are already
disparities between the time and place of highest demand and the time and place
where supplies of water are available. Meanwhile, demand continues to rise
rapidly, fueled by population growth, economic development, environmental
requirements, and the claims of Native Americans.
While, physically, there is enough water in the region to meet foreseeable
demand, some of the water is in remote locations and available water is
allocated inefficiently, which creates opportunity for private providers such as
Vidler. For example:
- - the majority of water rights are currently controlled by agricultural
users. In many locations, there are insufficient water rights controlled by
municipal users to meet present and future demand;
- - currently there are not effective procedures in place for the transfer of
water from private parties with excess supply in one state to end-users in
other states, although regulation and procedures are steadily being
developed to facilitate the interstate transfer of water; and
- - infrastructure to store water will be required to accommodate and allow
interstate transfer, and transfers from wet years to dry years. Currently
there is limited storage capacity in place.
The water rights and water storage business is relatively new and complex,
and water law and terminology vary from state to state. A water right is the
legal right to divert water and put it to beneficial use. Water rights are
tradable assets which can be bought and sold. In some states, the use of the
water can also be leased. The value of a water right depends on a number of
factors, including location, the seniority of the right, and whether or not the
water is transferable.
Vidler is engaged in the following activities:
- - identifying end-users in the Southwest who require water, namely water
utilities, municipalities, developers, or industrial users, and then
locating a source of water and supplying the demand, utilizing the
Company's own assets where possible;
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- - acquiring water rights, redirecting the water right to its highest and best
use, and then generating cash flow from either leasing the water or selling
the right;
- - development of storage and distribution infrastructure, and then generating
cash flow from charging customers fees for "recharge," or placing water
into storage; and
- - purchase and storage of water for resale in dry years.
After an acquisition and development phase spanning several years, Vidler's
priority is to develop recurring cash flow from these assets and additional
water assets which we may acquire or develop in the future.
If Vidler is successful in commercially developing its water and water
storage assets, revenues could be significantly higher in future years if the
company:
- - secures significant supply contracts utilizing its water rights in Arizona
and Nevada; and
- - obtains contracts to store water at the Vidler Arizona Recharge Facility.
Vidler has also entered into joint ventures with parties who lack the
capital or expertise to commercially develop water rights. Vidler continues to
explore additional joint venture opportunities throughout the Southwest.
This table details the water rights and water storage assets owned by
Vidler at December 31, 2001. Please note that this is intended as a summary, and
that some numbers are rounded. Item 7 of this Form 10-K/A contains more detail
about these assets, recent developments affecting them, and the current outlook.
An acre-foot is a unit commonly used to measure the volume of water. An
acre-foot is the volume of water required to cover one acre to a depth of one
foot. As a rule of thumb, one acre-foot of water would sustain two families of
four persons each for one year.
NAME OF ASSET & APPROXIMATE LOCATION BRIEF DESCRIPTION PRESENT COMMERCIAL USE
- -------------------------------------------------------------------------------------------------------------------------------
WATER RIGHTS
ARIZONA:
HARQUAHALA VALLEY GROUND WATER BASIN 16,520 acres of land, plus 4,814 acres under Leased to farmers
LA PAZ & MARICOPA COUNTIES option
75 miles northwest of metropolitan Phoenix
39,911 acre-feet of transferable ground
water, plus 13,764 acre-feet under option
State legislation allows use of the
Central Arizona Project Aqueduct to
convey up to 20,000 acre-feet of ground
water from this area to cities and
communities in the Phoenix metropolitan
area as an assured municipal water supply
- -------------------------------------------------------------------------------------------------------------------------------
NEVADA:
FISH SPRINGS RANCH, LLC (51% INTEREST) & 8,600 acres of deeded ranchland Vidler is currently farming the
V&B, LLC (50% INTEREST) property. Cattle graze on part of the
Washoe County, 40 miles north of Reno property on a revenue-sharing basis
8,000 acre-feet of permitted water
rights, which are transferable to the
Reno/Sparks area
- -------------------------------------------------------------------------------------------------------------------------------
LINCOLN COUNTY JOINT VENTURE Applications* for more than 100,000 acre-feet Agreement to supply an
of water rights through a joint venture with electricity-generating company
Lincoln County, of which it is currently with between 6,700 and 9,000 acre-
anticipated that up to 40,000 acre-feet feet of water at $3,300 per acre-foot
will be permitted and put to use in Lincoln
County.
The purchase of approximately 822 acre-feet of
permitted water rights at Meadow Valley is in
escrow
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- -------------------------------------------------------------------------------------------------------------------------------
SANDY VALLEY Application* for 2,000 acre-feet of water Agreement to supply water to support
Near the Nevada / California state line rights additional growth at Primm, Nevada
in the Interstate 15 corridor once the water rights have been
permitted
*The numbers indicated for water rights
applications are the maximum amount which
we have filed for. In some cases, we
anticipate that the actual permits
received will be for smaller quantities.
- -------------------------------------------------------------------------------------------------------------------------------
WEST WENDOVER Approximately 6,300 acres of land near West Agreement to sell 7 acres of
Adjacent to the Nevada / Utah state line Wendover, Nevada industrial land
in the Interstate 80 corridor
- -------------------------------------------------------------------------------------------------------------------------------
BIG SPRINGS RANCH Approximately 37,500 acres of deeded ranch Leased to ranchers
65 miles from Elko in Elko County, Nevada land
6,000 acre-feet of certificated water rights
6,000 acre-feet of permitted water rights
- -----------------------------------------------------------------------------------------------------------------------------------
COLORADO:
CLINE RANCH Approximately 500 acre-feet of senior water Sale agreement in final stages of
rights regulatory approval
- -----------------------------------------------------------------------------------------------------------------------------------
VIDLER TUNNEL WATER RIGHTS Agreement to sell 200 acre-feet of
(the Vidler Tunnel itself was divested in senior water rights, 640
2000) acre-feet of junior water rights,
and related land and tunnel assets
to the City of Golden, Colorado
Agreement to sell 86 acre-feet of
water rights to East Dillon
Water District
163 acre-feet of senior water rights 65.73 acre-feet leased. Vidler has
applied for remaining water rights
to be upgraded, which will
increase their commercial value
- -----------------------------------------------------------------------------------------------------------------------------------
WET MOUNTAIN 600 acre-feet of priority water rights Vidler is in discussions with
potential users
- -----------------------------------------------------------------------------------------------------------------------------------
WATER STORAGE
ARIZONA:
VIDLER ARIZONA RECHARGE FACILITY An underground water storage facility with
Harquahala Valley, Arizona estimated capacity exceeding 1 million
acre-feet and permitted annual recharge
capability of up to 100,000 acre-feet
- -----------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA:
SEMITROPIC WATER STORAGE FACILITY The right to store 30,000 acre-feet of water
underground for 35 years. This includes the
right to recover up to approximately 6,800
acre-feet in any one year and minimum
guaranteed recovery of approximately 2,700
acre-feet every year
- -----------------------------------------------------------------------------------------------------------------------------------
LAND AND RELATED MINERAL RIGHTS AND WATER RIGHTS
In April 1997, PICO paid $48.6 million to acquire Nevada Land & Resource
Company, LLC ("Nevada Land"), which at the time owned approximately 1,352,723
acres of deeded land in northern Nevada, and the water, mineral, and geothermal
rights related to the property. Much of Nevada Land's property is
checker-boarded in square mile sections with publicly owned land. The lands
generally parallel the Interstate-80 corridor and the Humboldt River from West
Wendover, in northeast Nevada, to Fernley, in western Nevada.
Nevada Land is the largest private landowner in the state of Nevada.
According to census data, the population of Nevada increased 66% in the 10 years
ended April 1, 2000, which was the most rapid population growth of any state in
the United States. In the fifteen months from April 1, 2000 to July 1, 2001,
Nevada's population increased another 5.4%, to approximately 2.1 million people.
Most of
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the growth is centered in southern Nevada, which includes the city of Las Vegas
and surrounding municipalities. Governmental agencies own approximately 87% of
the land in Nevada, so developable land is relatively scarce.
Before we acquired Nevada Land, the property had been under the ownership
of a succession of railway companies, to whom it was a non-core asset.
Accordingly, we believe that the potential of the property had never been
exploited.
After acquiring Nevada Land, we completed a "highest and best use study."
The study divided the land into 7 major categories and developed strategies to
maximize the value of each type of asset. These strategies include:
- - the sale of land and water rights. There is demand for land and water for a
variety of purposes including residential development, residential estate
living, farming, ranching, and from industrial users -- for example,
electricity-generating companies, which wish to locate new plants in
Nevada;
- - land exchanges where Nevada Land transfers parcels of its land in return
for land owned by government agencies or private parties. The Bureau of
Land Management and other government agencies are motivated to conduct land
exchanges for many purposes, including obtaining environmentally sensitive
lands for conservation purposes or consolidating their land holdings into
more manageable contiguous parcels. Nevada Land completed its first land
exchange in 2000, and is working on other potential exchanges;
- - the development of water rights. Nevada Land has applied for additional
water rights on land owned by the company. Where water rights are
permitted, we anticipate that the value and marketability of the related
land will increase;
- - the development of land in and around growing municipalities; and
- - the management of mineral rights.
A cost basis has been assigned to each category of land and other asset, which,
in aggregate, equals Nevada Land's original purchase price.
During the period from April 23, 1997 to December 31, 2001, Nevada Land
received consideration of approximately $15.5 million from the sale and exchange
of land and the sale of water rights. This is comprised of $13.6 million in
sales of land, $1.3 million of cash and land received in a land exchange
transaction, and $624,000 from the sale of water rights. Over this period, we
sold 113,128 acres and divested 25,828 acres in a land exchange. The average
price received in land disposals has been $112 per acre, compared to our average
basis of $57 in the acres disposed of, and the average cost of $35 per acre for
the total land, water, and mineral assets acquired. Therefore, the proceeds from
selling and exchanging 10.3% of the land area acquired represent 31.5% of the
cost basis of the original land, water, and mineral assets.
At December 31, 2001, Nevada Land owned approximately 1,213,767 acres of
former railroad land. We anticipate continuing to sell parcels of land for
residential, agricultural, and industrial use, and that significantly larger
parcels could be divested through land exchanges.
In addition to the former railroad property, Nevada Land has acquired:
- - 17,558 acres of land in a land exchange with a private landowner. This land
is contiguous with Native American tribal lands and is culturally
sensitive. We have agreed to a second transaction, with the Bureau of Land
Management, where we will give up the 17,558 acres in exchange for lands in
the Highway 50 corridor, which runs from the state capital of Carson City,
Nevada to Fernley, Nevada. While agreement has been reached, it will likely
take several years to complete the exchange; and
- - Spring Valley Ranches, which is located approximately 40 miles west of Ely
in White Pine County, Nevada. This property was purchased out of bankruptcy
proceedings in 2000. We believe that the land has significant environmental
value to federal agencies, making it suitable for a land exchange
transaction. The real estate assets consist of approximately 9,500 acres of
deeded land and 500,000 acres of Forest Service and Bureau of Land
Management allotment land. There are 5,582 acre-feet of permitted
agricultural water rights related to the property. Nevada Land intends to
develop these water rights in conjunction with the property.
During 2000 and 2001, Nevada Land filed applications for an additional
105,516 acre-feet of water rights on properties owned by Nevada Land. The
applications consist of:
- - 39,076 acre-feet of water rights for the beneficial use of irrigating the
related 9,769 acres of arable land, and 40,240 acre-feet of water rights
for municipal and industrial use, on the former railroad lands; and
- - 26,200 acre-feet of water rights for the beneficial use of irrigating
another 6,550 acres of Spring Valley Ranches.
Progress continues on a number of potential land exchange transactions, in
which Nevada Land will give up land with environmental, cultural, or historical
value, in exchange for land which is either more marketable, or suitable for
future development. In some cases, we may form joint ventures with developers in
order to participate in the upside from developing the land acquired.
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Nevada Land is currently working on the following land exchange opportunities,
each of which could take up to several years to complete:
- - the exchange of mountain lands in Washoe County for land suitable for
industrial use in Lincoln County;
- - the exchange of mountain lands in Washoe County for land suitable for
residential, commercial, and industrial use near Dayton, in Lyon County;
- - the exchange of working ranch land at Spring Valley Ranches and mountain
lands in Pershing County for developable land in southeastern Nevada; and
- - the exchange of mountain lands in Elko County for land which would be
suitable for agricultural use in Independence Valley, Elko County.
PROPERTY AND CASUALTY INSURANCE
PICO's Property and Casualty Insurance segment is comprised of our
California-based subsidiaries Sequoia Insurance Company and Citation Insurance
Company. Physicians Insurance Company of Ohio acquired Sequoia in 1995, and
merged with Citation's parent company in 1996.
Sequoia's core business is property and casualty insurance in California
and Nevada, focusing on the niche markets of commercial insurance for small to
medium-sized businesses and farm insurance. While Sequoia had previously written
some personal insurance in California, the company's book of business in
personal lines of insurance increased significantly with the acquisition of the
Personal Express Insurance Services, Inc. book of business in May 2000. Personal
Express has a unique business model, writing insurance direct with the customer,
but with branches providing local service for underwriting and indirectclaims. At
present Personal Express operates in two central California cities --
Bakersfield and Fresno.
In the past, Citation wrote commercial property and casualty insurance,
primarily in California and Arizona. After the merger was completed, we
identified redundancy between Citation and Sequoia, and combined the operations
of the two companies. After we assumed management of Citation, we tightened
underwriting standards significantly and did not renew much of the business
which Citation had written previously. Eventually all business in California and
Nevada was transitioned to Sequoia. Citation ceased writing business at the end
of 2000, and is now in "run off." This means that Citation is handling claims
arising from its historical business, but not writing new business. Most of the
revenues of an insurance company in "run off" come from investment income.
Citation's loss reserve liabilities and corresponding investment assets are
decreasing as claims are paid with the funds from maturing fixed-income
securities.
Sequoia's management takes a selective approach to underwriting and aims to
earn a profit from underwriting (that is, a profit before investment income).
During the period of our ownership of both companies, there have also been a
number of management initiatives to improve efficiency and reduce expenses.
These include the combination of the operations of Sequoia and Citation, the
introduction of an innovative information system, and the re-underwriting of
each company's book of business. Sequoia has earned a profit from its insurance
activities, before investment income, in 3 of the past 5 years.
In 1998 and 1999, Citation incurred losses from its insurance business due
to a large number of claims in one line of business -- artisans/contractors
construction defect insurance -- which Citation stopped writing in 1995, the
year before the merger.
In this segment, revenues come from premiums earned on policies written and
investment income on the assets held by the insurance companies. Typically more
than 80% of the insurance companies' portfolios are invested in fixed-income
securities, and up to 20% in equities. The fixed-income portfolios focus on high
quality corporate bonds with 10 or less years to maturity. The equities portion
of the Sequoia and Citation portfolios contains some of PICO's long term
holdings, as well as a number of small-capitalization value investments.
MEDICAL PROFESSIONAL LIABILITY INSURANCE
Until 1995, Physicians Insurance Company of Ohio and The Professionals
Insurance Company wrote medical professional liability insurance, mostly in the
state of Ohio. In 1995, Physicians and Professionals stopped writing new
business and went into "run off." On December 21, 2001, Professionals merged
with, and into, Physicians.
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Although we periodically evaluate the strategic alternatives, we currently
believe that the most advantageous option is for Physicians' own claims
personnel to manage the "run off" and for us to retain management of the
associated investment portfolios.
LONG TERM HOLDINGS
This segment contains our long-term investments in public companies,
subsidiaries, and other assets which individually are too small to constitute a
segment, and parent company assets.
PICO invests in companies which we identify as undervalued based on
fundamental analysis. Typically, the stocks will be selling for less than
tangible book value or appraised intrinsic value -- that is, our assessment of
what the company is worth. Often the stocks will also be trading for low ratios
of earnings and cash flow, or on high dividend yields. Additionally, the company
must have special qualities, such as unique assets, a potential catalyst for
change, or it may be in an industry with attractive characteristics.
We invest for the long term, typically 5 years or more, and seek to develop
a constructive relationship with the company. This may include an appropriate
level of shareholder influence, such as encouraging companies to use proper
financial criteria when making capital expenditure decisions, or providing
financing or strategic input. In the case of large holdings, this will usually
include board representation.
Before a substantial sum is invested, after significant research and
analysis, we must be convinced that -- for an acceptable level of risk -- there
is sufficient value to provide the opportunity for superior returns. On rare
occasions, we will deviate from our strict value criteria. In these cases, given
the higher level of risk, we invest smaller sums.
We sell investments if their price has significantly exceeded our
objective, or if there have been changes in the business or in the company which
we believe limit further appreciation potential, on a risk-adjusted basis.
PICO began to invest in European companies in 1996. We have been
accumulating shares in a number of undervalued asset-rich companies,
particularly in Switzerland, which we believe will benefit from pan-European
consolidation.
Our largest long-term investments are in HyperFeed Technologies, Inc.,
Jungfraubahn Holding AG, and Australian Oil & Gas Corporation Limited. After
allowing for related taxes, the carrying value of these three holdings on
December 31, 2001 was approximately $30.2 million, which represents 14.5% of
PICO's shareholders' equity.
----------------------------------------------------------------------------------------------------------------
DECEMBER 31, 2001 CARRYING VALUE UNITS HELD CLOSING PRICE
Carrying value before taxes:
HyperFeed Technologies, Inc. Common $2,128,000 10,077,856 $0.61
Warrants 527,000 4,055,195 unlisted
----------------
Total 2,655,000
Jungfraubahn Holding AG 17,676,000 112,672 $156.88
Australian Oil & Gas Corporation Limited 7,489,000 9,867,391 $0.76
----------------
Total carrying value before taxes $27,820,000
Deferred taxes $2,399,000
----------------
Carrying value $30,219,000
Notes: 1. Our HyperFeed common shares are carried under the equity
method. This is cost, adjusted for our proportionate share of net
income (or losses) and other events affecting equity. This is
explained in the Long Term Holdings section of Item 7, and in Note 4
of Notes to Consolidated Financial Statements, "Investment in
Unconsolidated Affiliates."
2. Our HyperFeed warrants are carried at estimated fair value,
based on the Black-Scholes model. Full detail is provided in Note 4 of
Notes to Consolidated Financial Statements, "Investment in
Unconsolidated Affiliates"; however, the volatility of the common
shares, and their price at December 31, 2001 are important inputs in
the valuation. Since the HyperFeed price can be volatile, the carrying
value of the warrants can fluctuate considerably from quarter to
quarter. We are required to use this accounting treatment; however, it
introduces volatility to our reported shareholders' equity.
3. At December 31, 2001, it would have cost $5.5 million to
exercise our HyperFeed warrants.
4. Our investments in Jungfraubahn and Australian Oil & Gas
Corporation are accounted for under Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities."
---------------------------------------------------------------------
We also have a small portfolio of alternative investments where, in
previous years, we deviated from our traditional value criteria in an attempt to
capitalize on areas of potentially greater growth without incurring undue risk.
The total after-tax carrying value of this portfolio at year-end was $3.2
million, which represents approximately 1.5% of shareholders' equity. The
largest investment in this group is SISCOM, Inc.
9
FUTURE STRATEGY
Over the past 4 years, the majority of PICO's new investments have been in
private companies and foreign public companies. New investments were focused in
these areas because we perceived that selected private companies and foreign
public companies carried less downside risk and offered greater upside potential
than investment in publicly-traded small-capitalization value equities in North
America.
Although the actual investments which PICO makes depend on many factors, in
the foreseeable future it is likely that new investments will be focused on
domestic and foreign small-capitalization value equities, rather than private
companies.
EMPLOYEES
At December 31, 2001, PICO had 139 employees. A total of 8 employees were
engaged in land and related mineral rights and water rights operations; 4 in
water rights and storage; 105 in property and casualty insurance operations; 4
in medical professional liability operations; and 18 in holding company
activities.
EXECUTIVE OFFICERS
The executive officers of PICO are as follows:
Name Age Position
---- --- --------
Ronald Langley 57 Chairman of the Board, Director
John R. Hart 42 President, Chief Executive Officer and
Director
Richard H. Sharpe 46 Chief Operating Officer
James F. Mosier 54 General Counsel and Secretary
Maxim C. W. Webb 40 Chief Financial Officer and Treasurer
Except for Maxim C. W. Webb, each executive officer of PICO was an
executive officer of Physicians prior to the 1996 merger between Physicians
Insurance Company of Ohio and Citation Insurance Group, the predecessors to PICO
Holdings, Inc. Each became an officer of PICO in November 1996 as a result of
the merger. Maxim C. W. Webb was an officer of Global Equity Corporation and
became an officer of PICO upon the effective date of the PICO/Global Equity
Corporation Combination in December 1998.
Mr. Langley has been Chairman of the Board of PICO since November 1996 and
of Physicians since July 1995. Mr. Langley has been a Director of PICO since
November 1996 and a Director of Physicians since 1993. Mr. Langley has been a
Director of HyperFeed Technologies, Inc., formerly, PC Quote, Inc. ("HyperFeed")
since 1995 and a Director of Jungfraubahn Holding AG since 2000. Mr. Langley
became a Director of Australian Oil & Gas Corporation Limited in September 2001.
Mr. Hart has been President and Chief Executive Officer of PICO since
November 1996 and of Physicians since July 1995. Mr. Hart has been a Director of
PICO since November 1996 and a Director of Physicians since 1993. Mr. Hart has
been a Director of HyperFeed since 1997, and a Director of SISCOM, Inc. since
November 1996.
Mr. Sharpe has served as Chief Operating Officer of PICO since November
1996, and in various executive capacities since joining Physicians in 1977.
Mr. Mosier has served as General Counsel and Secretary of PICO since
November 1996 and of Physicians since October 1984 and in various other
executive capacities since joining Physicians in 1981.
Mr. Webb has been Chief Financial Officer and Treasurer of PICO since May
14, 2001. Mr. Webb served in various capacities with the Global Equity
Corporation group of companies since 1993, including Vice President, Investments
of Forbes Ceylon Limited from 1994 through 1996. Mr. Webb became an officer of
Global Equity Corporation in November 1997 and Vice President, Investments of
PICO on November 20, 1998. Mr. Webb has been a Director of SISCOM, Inc. since
November 1996.
10
ITEM 2. PROPERTIES
PICO leases approximately 6,354 square feet in La Jolla, California for its
principal executive offices.
Physicians leases approximately 1,892 square feet of office space in
Columbus, Ohio for its headquarters. Sequoia leases office space for its and
Citation's headquarters in Monterey, California and for regional claims and
underwriting offices in Modesto, Monterey, Ventura, Visalia, Orange, Pleasanton,
San Jose, Bakersfield, Clovis and Sacramento, California as well as Midvale,
Utah. Nevada Land leases office space in Carson City, Nevada. Vidler and Nevada
Land hold significant investments in land, water rights and mineral rights in
the western United States. See "Item 1-Business-Introduction."
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to various litigation that arises in the ordinary
course of its business. Members of PICO's insurance group are frequently a party
in claims proceedings and actions regarding insurance coverage, all of which
PICO considers routine and incidental to its business. Based upon information
presently available, management is of the opinion that such litigation will not
have a material adverse effect on the consolidated financial position, the
results of operations or cash flows of the Company. Neither PICO nor its
subsidiaries are parties to any potential material pending legal proceedings
other than the following:
On January 10, 1997, Global Equity Corporation ("Global Equity"), a wholly
owned PICO subsidiary, commenced an action in British Columbia against MKG
Enterprises Corp. ("MKG") to enforce repayment of a loan made by Global Equity
to MKG. On the same day, the Supreme Court of British Columbia granted an order
preventing MKG from disposing of certain assets pending resolution of the
action. In March 1999 Global Equity filed an action in the Supreme Court of
British Columbia against a third party. This action states the third party had
fraudulently entered into loan agreements with MKG. Accordingly, under this
action Global Equity is claiming damages from the third party and restraining
the third party from further action.
During 2000 and 2001, Global Equity entered into settlement negotiations
with a third party to dispose of the remaining assets of MKG. Due to the
protracted nature of these discussions and the increasing uncertainty of whether
the remaining asset can be realized, Global Equity wrote off the remaining
balance of $500,000 of the investment in the quarter ended June 30, 2001. (See
Long Term Holdings in "Management's Discussion and Analysis of Financial
Condition and Results of Operations.") Global Equity is currently reviewing its
legal options before deciding if it will continue pursuing the outstanding legal
actions.
As disclosed in our 2000 Annual Report on Form 10-K and subsequent SEC
filings, in September and December 2000, PICO Holdings loaned a total of $2.2
million to Dominion Capital Pty. Ltd. ("Dominion Capital"), a private Australian
company. In May 2001, one of the loans for $1.2 million became overdue.
Negotiations between PICO and Dominion Capital to reach a settlement agreement
on both the overdue loans of $1.2 million and the other loan of $1 million
proved unsuccessful. Accordingly, PICO has commenced legal actions through the
Australian courts against Dominion Capital to recover the total amount due to
PICO Holdings. Due to the inherent uncertainty involved in pursuing a legal
action and our ability to realize the assets collateralizing the loans, PICO
fully provided for these loans and interest accrued in 2001.
PICO has been awarded summary judgment in relation to the principal and
interest on the $1.2 million loan and, as a result, Dominion Capital has been
placed in receivership. The court appointed receiver is in the process of
ascertaining Dominion Capital's assets and liabilities. The court trial in
connection with PICO's $1 million loan (with interest) has been adjourned
pending the receiver's investigations. In addition, PICO collectivelyhas commenced
proceedings in Australia to secure the proceeds from the sale of real estate in
Australia offered as collateral under the $1.2 million loan.
See Note 15 of Notes to Consolidated Financial Statements, "Commitments and
Contingencies."
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company held its Annual Meeting of Shareholders on October 11,
2001.
(b) At the October 11, 2001 Annual Meeting of Shareholders, Robert R.
Broadbent and Carlos C. Campbell were elected to terms ending in 2004.
The other Directors whose terms continued after the meeting are John
R. Hart, Ronald Langley, John D. Weil, S. Walter Foulkrod, III, Esq.,
and Richard D. Ruppert, MD.
11
(c) The following matters were voted upon and approved by the Company's
shareholders at the Company's October 11, 2001 Annual Meeting of
Shareholders:
1) To elect Robert R. Broadbent and Carlos C. Campbell as Directors.
Both Mr. Broadbent and Mr. Campbell were elected as Directors for
terms ending in 2004. The vote for Mr. Broadbent was 9,287,300
votes in favor, no votes against, and 240,887 abstentions. The
vote for Mr. Campbell was 9,288,291 votes in favor, no votes
against, and 239,890 abstentions.
2) To ratify the Board's selection of Deloitte & Touche LLP to serve
as the Company's independent auditor for the fiscal year ended
December 31, 2001. There were 7,981,086 votes in favor, 1,541,702
votes against, 5,393 abstentions.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock of PICO is traded on the NASDAQ National Market under the
symbol PICO. The following table sets forth the high and low sale prices as
reported on the NASDAQ National Market. These reported prices reflect
inter-dealer prices without adjustments for retail markups, markdowns or
commissions.
2001 2000
-------------------------------- ---------------------------
High Low High Low
------------- ------------- ---------- ----------
1st Quarter $ 14.38 $ 11.88 $ 14.13 $ 9.88
2nd Quarter $ 14.62 $ 12.50 $ 14.06 $ 10.00
3rd Quarter $ 15.91 $ 10.80 $ 14.06 $ 11.59
4th Quarter $ 14.25 $ 10.70 $ 13.38 $ 10.44
On December 31, 2001, the closing sale price of PICO's common stock was
$12.50 and there were 1,179 holders of record.
PICO has not declared or paid any dividends in the last two years and does
not expect to pay any dividends in the foreseeable future.
12
ITEM 6. SELECTED FINANCIAL DATA
The following table presents PICO's selected consolidated financial data.
The information set forth below is not necessarily indicative of the results of
future operations and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Item 7 of this Form 10-K/A and the consolidated financial statements and the
related notes thereto included elsewhere in this document.
Year Ended December 31,
-------------------------------------------------------------------------------
2001 (1) 2000 (1) 1999 (1) 1998 (1) 1997 (1)
--------------- ------------ ------------ ------------ ------------
OPERATING RESULTS (In thousands, except share data)
Revenues:
Premium income earned $ 43,290 $ 34,436 $ 36,379 $ 36,131 $ 49,876
Net investment income 9,767 8,861 6,605 9,432 13,521
Other income 18,215 2,517 10,670 (2,804) 26,623
------------ ------------ ------------ ------------ ------------
Total revenues $ 71,272 $ 45,814 $ 53,654 $ 42,759 $ 90,020
============ ============ ============ ============ ============
Income (loss) from continuing operations before
extraordinary gain and cumulative effect $ 6,095 $ (6,337) $ (10,183) $ (12,388) $ 19,360
Income from discontinued operations, net 1,075 456
Extraordinary gain, net of tax 442
Cumulative effect of change in accounting principle (981) (4,964)
------------ ------------ ------------ ------------ ------------
Net income (loss) $ 5,114 $ (11,301) $ (9,741) $ (11,313) $ 19,816
============ ============ ============ ============ ============
INCOME (LOSS) PER COMMON SHARE: BASIC
- -------------------------------------
Income (loss) from continuing operations $ 0.49 $ (0.55) $ (1.13) $ (2.07) $ 3.07
Income from discontinued operations 0.18 0.07
Extraordinary gain, net of tax 0.05
Cumulative effect of change in accounting principle (0.08) (0.43)
------------ ------------ ------------ ------------ ------------
Net income (loss) $ 0.41 $ (0.97) $ (1.08) $ (1.89) $ 3.14
============ ============ ============ ============ ============
Weighted Average Shares Outstanding 12,384,682 11,604,120 8,998,442 5,981,814 6,302,401
============ ============ ============ ============ ============
INCOME (LOSS) PER COMMON SHARE: DILUTED
- ---------------------------------------
Income (loss) from continuing operations $ 0.49 $ (0.55) $ (1.13) $ (2.07) $ 2.96
Income from discontinued operations 0.18 0.07
Extraordinary gain, net of tax 0.05
Cumulative effect of change in accounting principle (0.08) (0.43)
------------ ------------ ------------ ------------ ------------
Net income (loss) $ 0.41 $ (0.97) $ (1.08) $ (1.89) $ 3.03
============ ============ ============ ============ ============
Weighted Average Shares Outstanding 12,384,682 11,604,120 8,998,442 5,981,814 6,540,264
============ ============ ============ ============ ============
(1) Restated to reflect a change in the equity method of accounting for the
investment in Jungfraubahn and the recording of other-than-temporary
impairments on marketable securities. See Note 22, Restatement of Previously
Reported Financial Information, in the notes to consolidated financial
statements.
Year Ended December 31
------------------------------------------------------------------
2001 (1) 2000 (1) 1999 (1) 1998 (1) 1997 (1)
-------- -------- -------- -------- --------
(In thousands, except per share data)
FINANCIAL CONDITION
Assets $374,419 $392,082 $376,171 $395,465 $430,362
Unpaid losses and loss adjustment expenses,
net of discount (1999 and prior) $ 98,449 $121,542 $139,133 $155,021 $196,096
Total liabilities and minority interest $166,520 $189,977 $206,665 $221,709 $318,016
Shareholders' equity $207,899 $202,105 $169,506 $173,756 $112,346
Book value per share $ 16.81 $ 16.31 $ 18.72 $ 19.42 $ 18.66
(1) Restated to reflect a change in the equity method of accounting for the
investment in Jungfraubahn and the recording of other-than-temporary
impairments on marketable securities. See Note 22, Restatement of Previously
Reported Financial Information, in the notes to consolidated financial
statements.
Note: Prior year share values have been adjusted to reflect the 1-for-5
Reverse Stock Split effective December 16, 1998, the treatment of
American Physicians Life Insurance Company as discontinued operations
and to reflect the investment results of HyperFeed using the equity
method of accounting. Book value per share is computed by dividing
shareholders' equity by the net of total shares issued less shares held
as treasury shares.
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
As discussed in Note 22, "Restatement of Previously Reported Financial
Information" in the Notes to the Consolidated Financial Statements, the Company
has filed this amended Form 10-K. ("Form 10-K/A") to restate its previously
issued financial statements for the years ended December 31, 2001, 2000, and
1999. Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operation," reflects this restatement.
COMPANY SUMMARY, RECENT DEVELOPMENTS AND FUTURE OUTLOOK
WATER RIGHTS AND WATER STORAGE ASSETS
WATER RIGHTS
ARIZONA
At December 31, 2001, Vidler owned or had the right to acquire
approximately 53,675 acre-feet of transferable ground water in the HARQUAHALA
VALLEY, approximately 75 miles northwest of metropolitan Phoenix, Arizona.
Vidler owns 39,911 acre-feet, and we have the option to purchase a further
13,764 acre-feet.
The Arizona State Legislature has passed several pieces of legislation
which recognize the Harquahala Valley ground water as a special resource. In
1991, the expansion of irrigated farming in the Valley was prohibited, and the
transfer of the ground water to municipalities was authorized. In order to
protect the Harquahala Valley ground water from large commercial and industrial
users which were moving into the Basin, Vidler supported legislation, which was
enacted in 2000, placing restrictions on commercial and industrial users
utilizing more than 100 acre-feet of water annually. These users are required to
purchase irrigable land and to withdraw the water that they need from the land
at no more than 3 acre-feet per annum per acre of land.
One of the constraints on beginning to supply Harquahala Valley water to
municipalities is the need for the water to be conveyed through the Central
Arizona Project Aqueduct ("CAP"). The Arizona State Legislature has passed
legislation which commits the CAP to convey up to 20,000 acre-feet per annum of
Harquahala groundwater to cities and communities in Arizona as an assured
municipal water supply. Any new residential development in Arizona must obtain a
permit from the Arizona Department of Water Resources certifying a "designated
assured water supply" sufficient to sustain the development for at least 100
years. The Harquahala Valley ground water meets the designation of assured water
supply, and Vidler is meeting with communities and developers in the Phoenix
metropolitan area, some of whom need to secure further water to support expected
growth.
On March 1, 2002, Vidler closed the sale, to developers near Scottsdale, of
3,645 acre-feet of water rights and 1,215 acres of land in the Harquahala Valley
ground water basin, for approximately $5.3 million, or $1,450 per acre-foot of
water. The sale was originally scheduled to close in 2001, but closing was
extended until 2002 and the price was increased. This transaction is expected to
add $5.3 million to revenues and approximately $2.3 million to segment income in
the first quarter of 2002.
There is also demand for the water within the Harquahala Basin. On March
19, 2001, Vidler closed the sale of 6,496.5 acre-feet of water rights and 2,589
acres of land in the Harquahala Valley to a unit of Allegheny Energy, Inc. for
approximately $9.1 million. The purchase price equated to $1,400 per acre-foot
of water. This transaction added $9.4 million to revenues and $2.3 million to
pre-tax income for Vidler in 2001; however, we paid $4.4 million in cash to
acquire the assets which were sold, resulting in a $5 million
14
cash surplus. Most of the difference between the $2.3 million pre-tax income on
an accounting basis and the $5 million cash surplus was recorded as an increase
in book value of the assets when PICO acquired Vidler's ultimate parent company,
Global Equity Corporation, in 1998.
Following these sales, Vidler owns or has the right to acquire
approximately 50,030 acre-feet of transferable Harquahala Valley ground water.
NEVADA
Vidler has been increasing its ownership of water rights in northern Nevada
through the purchase of ranch properties and entering into joint ventures with
parties owning water rights, which they wish to maximize the value of. Nevada is
the state experiencing the most rapid population growth in the United States.
THE LINCOLN COUNTY JOINT VENTURE
In October 1999, Vidler announced a public/private joint venture with
Lincoln County, Nevada for the location and development of water resources in
Lincoln County. The joint venture has filed applications for more than 100,000
acre-feet of water rights, covering substantially all of the unappropriated
water in the County, with the intention of supplying water to rapidly growing
communities and industrial users. Vidler anticipates that up to 40,000 acre-feet
of water rights will ultimately be permitted from these applications, and put to
use in Lincoln County.
Under the Lincoln County Land Act, more than 13,000 acres of publicly owned
land in southern Lincoln County will be offered for sale near the fast growing
City of Mesquite. Additional water supply will be required if this land is to be
developed.
Agreement has been reached to sell an electricity-generating company a
minimum of 6,700 acre-feet of water, and a maximum of 9,000 acre-feet of water,
at $3,300 per acre-foot. Among other things, the agreement is subject to the
water rights being permitted, and the electricity-generating company obtaining
permitting and financing for a new power plant. The agreement specifies a
closing date of July 2003. Under the terms of the Lincoln County joint venture,
when a water sale occurs, Vidler will first recover its costs, and then the
remaining revenues will be split on a 50:50 basis.
Vidler has agreed to purchase 822.29 acre-feet of permitted water rights in
Meadow Valley, which is located in Lincoln County. The agreement went into
escrow in March 2001. Vidler is in discussions to commercially utilize these
water rights by supplying the water to an industrial user through the joint
venture with Lincoln County.
The Lincoln County joint venture is an example of a transaction where Vidler
can partner with an entity, in this case a governmental entity, to provide the
necessary capital and skills to commercially develop water assets.
2. SANDY VALLEY, NEVADA
Vidler has filed an application for approximately 2,000 acre-feet of water
rights near Sandy Valley, Nevada.
A hearing related to the application was held in December 2001. The Nevada
State Engineer is expected to announce a decision regarding the permitting of
the water rights in the second quarter of 2002. When, and if, the water rights
are permitted, we expect to close an agreement to supply water to support
additional growth at Primm, Nevada, a resort town on the border between
California and Nevada, in the Interstate 15 corridor.
3. FISH SPRINGS RANCH
During 2000, Vidler purchased a 51% interest in Fish Springs Ranch, LLC and
a 50% interest in V&B, LLC. These companies own the Fish Springs Ranch and other
properties totaling approximately 8,600 acres in Honey Lake Valley in Washoe
County, 45 miles north of Reno, Nevada. Approximately 8,000 acre-feet of
permitted water rights associated with Fish Springs Ranch are transferable to
the Reno/Sparks area.
Vidler is holding discussions with a number of potential users for the Fish
Springs water rights, including developers and industrial users. There is strong
demand for water in Nevada's north valleys, and few alternative sources of
supply. If water from Fish Springs could be supplied to the north valleys, this
would reduce their reliance on river water which comes through Reno, thereby
providing additional water to support growth in and around Reno, an area which
has been experiencing consistent growth. Alternatively, if the
15
capacity of nearby transmission lines can be expanded, we believe that Fish
Springs Ranch would be an attractive site for gas-fired electricity generation.
4. BIG SPRINGS RANCH
During 2001, a partnership dispute was resolved which resulted in Vidler
attaining full ownership and direct management of Big Springs Ranch and related
assets.
Big Springs Ranch consists of approximately 37,500 acres of deeded ranch
land, located approximately 65 miles east of Elko, Nevada, in the northeastern
part of the state. Currently the ranch land is leased to farmers, although parts
of the property have the potential for a higher and better use.
There are 6,000 acre-feet of certificated water rights at Big Springs Ranch,
which are the only known practical source of water to support new growth for
West Wendover, Nevada and Wendover, Utah.
In addition, there are 6,000 acre-feet of permitted water rights related to
the ranch, and Vidler has filed applications for an additional 5,950 acre-feet
of water rights.
5. WEST WENDOVER, NEVADA
In 1999, a land exchange was completed in which approximately 70,500 acres
of ranchland at Big Springs Ranch was exchanged with the Bureau of Land
Management for several parcels of developable land near West Wendover, Nevada,
totaling approximately 6,300 acres. West Wendover is adjacent to the Nevada/Utah
border in the Interstate 80 corridor. Governmental officials are considering a
proposal to move the state line and then merge the cities of West Wendover,
Nevada and Wendover, Utah. West Wendover is approximately 120 miles from Salt
Lake City, Utah, and attracts a significant number of drive-in visitors from
Utah, a state where gaming is prohibited. The land owned by Vidler will stay in
Nevada.
Following the resolution of the partnership dispute, Vidler attained direct
management of this land in 2001. The first parcel to be developed is
approximately 82 acres of industrial land. Vidler has agreed to sell
approximately 7 acres of unimproved land to a user who will then be responsible
for installing offsite utilities and access road improvements for an industrial
park. The transaction is expected to close later in 2002. We anticipate that
these improvements will allow Vidler to sell the remaining 75 acres as
higher-value industrial land.
Vidler is examining alternatives for the remaining parcels, including
industrial, commercial, hotel/casino, and residential development.
COLORADO
Vidler is progressing with the sale of all of its Colorado water assets, in
order to focus resources on states experiencing faster growth in demand for
water.
In December 2000, Vidler closed the sale of various water rights and
related assets to the City of Golden, Colorado for $1 million, and granted the
City options to acquire other water rights. The City exercised an option to
acquire water assets for $390,000 in 2001. If the remaining options are
exercised, the aggregate purchase price is approximately $1.3 million.
On December 15, 2000, Vidler entered into a definitive agreement to sell 86
acre-feet of water rights to the East Dillon Water District for $3.1 million.
The agreement must be approved by a referendum, so closing is not expected until
late 2002. In the meantime, part of the senior water rights is being leased out
for approximately $110,000 per annum.
Vidler has agreed to sell its interest in Cline Ranch to Centennial Water
and Sanitation District for approximately $2.1 million. This sale requires the
approval of the Denver Water Court, which is expected during 2002.
Discussions are continuing to either lease or sell the remaining water
rights in Colorado, including the 97 acre-feet of senior water rights which are
currently unutilized. Vidler has applied to upgrade these water rights, which
would increase their commercial value.
16
WATER STORAGE
1. VIDLER ARIZONA RECHARGE FACILITY
During 2000, Vidler completed the second stage of construction at its
facility to "bank," or store, water underground in the Harquahala Valley, and
received the necessary permits to operate a full-scale water "recharge"
facility. "Recharge" is the process of placing water into storage underground.
Vidler has the permitted right to recharge 100,000 acre-feet of water per year
at the Vidler Arizona Recharge Facility, and anticipates being able to store in
excess of 1 million acre-feet of water in the aquifer underlying much of the
valley. When needed, the water will be "recovered," or removed from storage, by
ground water wells.
The Vidler Arizona Recharge Facility is the first privately owned water
storage facility for the Colorado River system, which is a primary source of
water for the Lower Division States of Arizona, California, and Nevada. The
water storage facility is strategically located adjacent to the Central Arizona
Project aqueduct, a conveyance canal running from Lake Havasu to Phoenix and
Tucson. The water to be recharged will come from surplus flows of CAP water. We
believe that proximity to the CAP is a competitive advantage, because it
minimizes the cost of water conveyance.
Vidler is able to provide storage for users located both within Arizona and
out-of-state. Potential users include industrial companies, developers, and
local governmental political subdivisions in Arizona, and out-of-state users
such as municipalities and water agencies in Nevada and California. The Arizona
Water Banking Authority ("AWBA") has the responsibility for intrastate and
interstate storage of water for governmental entities.
Vidler intends to charge customers a fee based on the amount of water
"recharged," and then an additional fee when the water is "recovered." The
revenues generated from this asset will depend on the quantity of water which
the AWBA, and private users, store at the facility. The quantity of water stored
will depend on a number of factors, including the availability of water and
available storage capacity at publicly owned facilities.
We believe that a number of events in recent years have increased the
scarcity value of the project's storage capacity. At a public hearing on March
14, 2000, the AWBA disclosed that the Bureau of Reclamation has indicated that,
before permits are issued for new facilities to store water for interstate
users, extensive environmental impact studies will be required. The AWBA also
indicated that the first priority for publicly owned storage capacity in Arizona
is to store water for Arizona users. At the same hearing, the states of
California and Nevada again confirmed that their demand for storage far exceeds
the total amount of storage available at existing facilities in Arizona.
Consequently, interstate users will need to rely, at least in part, on privately
owned storage capacity.
The Southern Nevada Water Authority Water Resource Plan, which can be
viewed at www.snwa.com, calls for 1.2 million acre-feet of water to be stored in
Arizona in order to meet forecast demand after 2015. The AWBA is currently
finalizing agreements to store water on behalf of Nevada. Once these agreements
have been concluded, the AWBA can begin to negotiate storage for California. The
AWBA will be able to store water at existing publicly owned sites and at the
Vidler Arizona Recharge Facility, which is one of the largest water storage
facilities. In April 2001, Vidler reached agreement with the Arizona Water
Banking Authority concerning the terms under which water can be stored at the
facility for the users represented by the Authority -- $45.00 per acre-foot of
water recharged in 2001, rising to $46.50 in 2002, and $48.00 in 2003. The
agreement concludes on December 31, 2003.
In addition to the potential demand from the public users represented by the
AWBA, demand from private users could potentially utilize up to 100% of the
site's storage capacity.
Vidler has not stored water for customers at the facility yet, but Vidler
has been recharging water for its own account since 1998, when the pilot plant
was constructed. Vidler purchased the water from the CAP, and intends to resell
this water at an opportune time. At December 31, 2001, Vidler had recharged
approximately 4,800 acre-feet of water at the facility.
Once Vidler has concluded agreements to store water, it will know the rate
at which customers will need to be able to recover water. At that time, Vidler
will be able to design, construct and finance the final stage of the project
which will allow full-scale recovery. It is anticipated that the users of the
facility will bear the capital cost of the improvements required to recover
water at commercial rates.
It is anticipated that Vidler will be able to recharge 100,000 acre-feet of
water per year at the facility, and to store in excess of 1 million acre-feet of
water in the aquifer. Vidler's estimate of the aquifer's storage volume is
primarily based on a hydrological report prepared by an independent engineering
firm for the Central Arizona Water Conservation District in 1990. The report
concluded that there is storage capacity of 3.7 million acre-feet, which is in
excess of the 1 million acre-feet indicated by Vidler.
17
Recharge and recovery capacity is critical, because it indicates how
quickly water can be put into storage or recovered from storage. In wet years,
it is important to have a high recharge capacity, so that as much available
water as possible may be stored. In dry years, the crucial factor is the ability
to recover water as quickly as possible. There is a long history of farmers
recovering significant quantities of water from the Harquahala Valley aquifer.
2. SEMITROPIC
Vidler originally had an 18.5% right to participate in the Semitropic Water
Banking and Exchange Program, which operates a 1,000,000 acre-foot water storage
facility at Semitropic, near the California Aqueduct, northwest of Bakersfield,
California.
Over the first 10 years of the agreement with the Semitropic Water Storage
District, Vidler was required to make a minimum annual payment of $2.3 million.
Vidler began making the annual payments in November 1998. In return, Vidler had
the right to store up to 185,000 acre-feet of water underground over a 35-year
period. Vidler had the right to recover up to 42,000 acre-feet of water in any
one year, including the right to a guaranteed minimum recovery of 16,650
acre-feet every year. Vidler was also required to make an annual payment for
operating expenses.
The interest in Semitropic is Vidler's only asset in California, which has
proved a difficult state to operate in due to the large number of entities
involved in the water industry, each serving different, and sometimes
conflicting, constituencies. In the meantime, the strategic value of the
guaranteed right to recover an amount of water from Semitropic every year --
even in drought years -- became clear to water agencies, developers, and other
parties seeking a reliable water supply. For example, developers of large
residential projects in Kern County and Los Angeles County must now be able to
demonstrate that they have sufficient back-up supplies of water in the case of a
drought year before they are permitted to begin development. Accordingly, during
2001, Vidler took advantage of current demand for water storage capacity with
guaranteed recovery, and began to sell its interest in Semitropic.
On May 21, 2001, Vidler closed the sale of 29.7% of its original interest
(i.e., approximately 55,000 acre-feet of water storage capacity) to The Newhall
Land and Farming Company for $3.3 million, resulting in a pre-tax gain of $1.6
million. This transaction added $1.6 million to revenues and segment income in
2001.
On September 30, 2001, Vidler closed the sale of another 54.1% of its
original interest (i.e., approximately 100,000 acre-feet of water storage
capacity) to the Alameda County Water District for $6.9 million, resulting in a
pre-tax gain of $4.1 million. This transaction added $4.1 million to revenues
and segment income in 2001.
Vidler's remaining interest includes approximately 30,000 acre-feet of
storage capacity, and the right to recover up to approximately 6,800 acre-feet
in any one year and minimum guaranteed recovery of approximately 2,700 acre-feet
every year. We are considering various alternatives for the remaining interest,
including sale to developers or industrial users. Currently Vidler is not
storing any water at Semitropic for third parties.
OTHER PROJECTS
Vidler routinely evaluates the purchase of further water-righted properties
in Arizona and, potentially, Nevada. Vidler also continues to be approached by
parties who are interested in obtaining a water supply, or discussing joint
ventures to commercially develop water assets and/or develop water storage
facilities.
SUMMARY
In 2002, Vidler's focus will be on:
- - generating cash flow from the water rights in Nevada and Arizona through
lease agreements or the sale of water rights;
- - leasing storage capacity to customers at the Vidler Arizona Recharge
Facility; and
- - pursuing present and additional water rights applications and partnerships
to commercially develop water rights.
18
LAND AND RELATED MINERAL RIGHTS AND WATER RIGHTS
The majority of Nevada Land's revenues come from the sale of land and water
rights. In addition, various types of recurring revenue are generated from use
of Nevada Land's properties, including leasing, easements, and mineral
royalties. Nevada Land also generates interest revenue from land sales contracts
where Nevada Land has provided partial financing, and from temporary investment
of the proceeds of land and water rights sales.
Nevada Land recognizes revenue from land sales, and the resulting gross
profit or loss, when transactions close. On closing, the entire sales price is
recorded as revenue, and a gross margin is recognized depending on the cost
basis attributed to the land which was sold. Since the date of closing
determines the accounting period in which the sales revenue and gain are
recorded, Nevada Land's reported revenues and income fluctuate from period to
period, depending on the date when specific transactions close.
In 2001, Nevada Land generated $1.9 million in revenues from the sale of:
- - 15,352 acres of former railroad land for $1.7 million. The average sales
price of $113 per acre compares to our average basis of $43 per acre in the
parcels which were sold, and our average cost of $35 per acre for all of
Nevada Land's land, water, and mineral assets; and
- - 280 acres of land at Spring Valley Ranches for $178,000, resulting in a
gross profit of $70,000. This land was not contiguous with the main
property, and was not part of the land exchange transaction we are
proposing for the bulk of the land assets at Spring Valley Ranches.
In 2001, 86% of land sales were settled for cash, and Nevada Land provided
partial financing for the balance. Vendor financing has been collateralized by
the land conveyed, carries a 10% interest rate, and is subject to a minimum 20%
down payment.
PROPERTY AND CASUALTY INSURANCE
From 1997 until 1999, intense competition in the California market led many
insurance companies to lower premiums in an attempt to attract business. In this
environment, given that our strategy is to price policies with the objective of
earning an underwriting profit, Sequoia declined to write policies which its
management felt were inadequately priced, even if this resulted in lower volume
overall. Faced with inadequate underwriting returns, during 1999 the focus of
many companies in the California market returned to adequate pricing of
policies, and some of our competitors began to raise premium rates.
Consequently, the rate of decline in Sequoia's premium volume steadily slowed
throughout 1999, before turning around to low-single-digit percentage growth
from January 2000. Growth in premium volume then accelerated significantly as a
result of two developments in the second quarter of 2000.
First, commercial insurance premium volume increased as a result of new
policies issued after A.M. Best Company, a leading insurance company rating
service, upgraded Sequoia's claims paying ability from "B++" (Very Good) to "A-"
(Excellent). This allowed Sequoia to compete for business in an additional
market segment -- customers who can only purchase coverage from "A"- rated
insurance companies.
Second, in May 2000, Sequoia acquired the Personal Express Insurance
Services, Inc. book of business for approximately $3 million. Personal Express
had few tangible assets, so the bulk of the purchase price was allocated to the
book of business and recorded as an intangible asset, which is being charged off
over 10 years. Personal Express markets personal insurance products to customers
in the central California cities of Bakersfield and Fresno. Historically, this
book of business has generated an underwriting profit. The acquisition greatly
expanded Sequoia's business in personal lines of insurance, bringing
approximately $7.5 million in additional premiums in 2001.
As a result of these factors, Sequoia Insurance Company generated strong
growth in direct written premiums in 2000 and 2001.
In 2000, direct written premiums increased by 33.5% to $47.1 million, as a
result of both growth in the existing book of business, which was principally in
commercial lines of insurance, and new policies issued after the A.M. Best
upgrade and the acquisition of Personal Express.
Direct written premiums in commercial lines increased 17.8% to $39.7
million in 2000. This included 29.1% growth to $21.4 million in the second half
of 2000, following the change in Sequoia's A.M. Best rating.
19
Direct written premiums in personal lines began to increase markedly in the
second quarter of 2000, as new revenues from the Personal Express book of
business began. In mid-May, Sequoia began to write new policies which were
generated by the Personal Express Bakersfield office. From July 1, the amount of
premium written for Personal Express customers increased significantly as
Sequoia had the opportunity to renew existing policies for clients of the
Bakersfield office as these expired with the former carrier. Reflecting a full
contribution from Personal Express, written premium in personal lines reached
$6.4 million in the second half of 2000.
In 2001, direct written premiums rose another 14.9%, to $54.1 million,
comprised of $45 million in commercial lines and $9.1 million in personal lines.
The growth in premium volume in 2001 was primarily due to growth in the
commercial insurance book of business.
In 2002, Sequoia is budgeting for approximately 10% growth in direct
written premiums, with approximately 84% of direct written premiums coming from
commercial lines and approximately 16% from personal lines.
During 2001 and 2000, Sequoia's loss ratio, and consequently underwriting
results, deteriorated because growth in claims costs (e.g., for construction,
medical care, and automobile repair) had outpaced growth in effective premiums
in recent years. In 2001, Sequoia introduced a number of initiatives to improve
its loss ratio. Sequoia further tightened underwriting standards, for example,
by ceasing to provide coverage for certain types of business. In addition,
Sequoia increased rates for commercial automobile coverage. Rate increases are
planned in most other commercial lines in 2002. While these initiatives have led
to an increase in average premiums per policy, the effect on total written
premiums was partially offset by a reduction in the number of policies issued.
Average direct premiums per policy in commercial lines increased approximately
15% in 2001, but the number of commercial policies written declined by
approximately 2.6%. The overall effect on profitability is expected to be
positive. Due to the lag between a policy being "written" and the premium being
"earned," the full effect of these initiatives will not be reflected in
Sequoia's reported results until 2002.
The growth in commercial premium volume and the acquisition of the Personal
Express book of business have helped to reduce Sequoia's underwriting expense
ratio (i.e., underwriting expenses as a percentage of earned premiums). Since
some costs are fixed (i.e., do not vary with changes in volume), Sequoia's
operating expenses have increased at a slower rate than premium volume, which
has reduced Sequoia's average operating expense per policy and underwriting
expense ratio.
In December 2000, Citation ceased writing business and is now in "run off"
(i.e., handling claims arising from policies written in previous years, but not
writing new policies). In 1997, 1998, and 1999, Citation took charges to
increase claims reserves in the artisans/contractors line of business, including
a pre-tax charge of $10.1 million in 1999. Citation did not need to increase
claims reserves in the artisans/contractors line of business in 2000 or 2001. If
current claims trends continue, we believe that our loss reserves in this line
of business are adequate; however, if the trend in claims worsens in the future,
then additional charges could be required to increase reserves.
The artisan/contractors business was written under Citation's previous
management. In fact, Citation ceased writing this type of insurance coverage in
1995, the year before the reverse merger with Physicians Insurance Company of
Ohio, and no artisans/contractors business was renewed after the merger. The
decline in the California real estate market in the early 1990's encouraged
property owners to try and improve their position by filing claims against
contractors and related parties for alleged construction defects. Citation's
average loss ratio (i.e., the cost of making provision to pay claims as a
percentage of earned premium) for all years from 1989 to 1995 for this insurance
coverage is over 375%. This experience is not unique to Citation, but is shared
by all insurers who wrote this type of coverage in California in the 1980's and
1990's.
Income from the investment of funds held as part of their insurance business
is an important component of the profitability of insurance companies.
Investment income consists of interest from fixed-income securities and
dividends from stocks held in the insurance company portfolios. In addition,
from time to time, gains or losses are realized from the sale of investments.
The duration of a bond portfolio measures the amount of time it would take
for the cash flows from scheduled interest payments and bond maturities to equal
the current value of the portfolio. Duration is important because it indicates
the sensitivity of the market value of a bond portfolio to changes in interest
rates. Typically, the longer the duration, the greater the sensitivity of the
value of the bond portfolio to changes in interest rates.
20
To minimize interest rate risk (i.e., the potential decrease in the market
value of the bond portfolio which would be brought on by higher interest rates),
Sequoia targets a duration of 5 years or less. At December 31, 2001, the
duration of Sequoia's bond portfolio was 4.4 years. The maturity of securities
in Citation's bond portfolio is structured to match the projected pattern of
claims payouts. At December 31, 2001, the duration of Citation's bond portfolio
was 3.1 years.
Apart from treasury bonds which are held as deposits and collateral with
regulators, and government-sponsored enterprise bonds (i.e., Freddie Mac and
FNMA) held for capital purposes, the bond portfolio consists of high quality
corporate issues. Our insurance companies do not own any bonds in the
telecommunications, technology, utilities, energy, or consumer finance sectors
which experienced difficulties in 2001 and the first two months of 2002.
MEDICAL PROFESSIONAL LIABILITY INSURANCE
Physicians Insurance Company of Ohio is in "run off." Physicians obtains the
funds to pay claims from the maturity of fixed-income securities, the sale of
investments, and collections from reinsurance companies (i.e., insurance
companies who share in our claims risk). During the "run off," this segment will
shrink as the level of claims reserve liabilities and investment assets
decrease, as claims are paid with the proceeds of investment maturities and
sales. Accordingly, it is anticipated that investment income, and therefore
revenue, in this segment will decline over time. We are attempting to minimize
segment overhead expenses as much as possible. For example, in 2000 and 2001 we
reduced head count and office space. On December 21, 2001, Professionals
Insurance Company was merged into Physicians. This will simplify administration
and result in cost savings, for example, from the elimination of duplication.
During 2001, our medical professional liability insurance claims reserves,
net of reinsurance, decreased from $51.6 million to $34.9 million. Actuarial
analysis of Physicians' loss reserves as of September 30, 2001 concluded that
Physicians' reserves against claims were significantly greater than the
actuary's projections of future claims payments. Accordingly, Physicians reduced
its claims reserves by approximately $11.2 million in the fourth quarter, which
accounts for 67% of the net decrease in reserves during 2001. It should be noted
that such actuarial analyses involve estimation of future trends in many
factors which may vary significantly from expectation, which could lead to
further reserve adjustments -- either increases or decreases -- in future years.
We manage the Physicians investment portfolio with the objective of having
sufficient cash and maturing fixed-income securities to meet the claims payments
projected for at least the following twelve months. At December 31, 2001, the
duration of the Physicians bond portfolio was 1.6 years.
LONG TERM HOLDINGS
1. HYPERFEED TECHNOLOGIES, INC.
HyperFeed provides financial market data and data-delivery solutions to the
financial services industry.
PICO first invested in HyperFeed in 1995 through the purchase of common
stock. We invested further capital in HyperFeed as debt, which was later
converted to equity, and received warrants for providing financing. During
December 2000 and January 2001, we purchased 245,000 shares of common stock on
the open market. In September 2001, the principal and accrued dividends on the
HyperFeed Series A and Series B preferred stock held by PICO and its
subsidiaries were converted into HyperFeed common shares at a conversion price
of $1.03 per share. PICO received 7,462,856 shares on conversion, increasing our
voting ownership of HyperFeed from approximately 35% to approximately 42.4%.
At December 31, 2001, PICO and its subsidiaries held the following
securities in HyperFeed:
- - 10,077,856 common shares, which had a carrying value of $2.1 million
(before taxes), compared to a potential market value of $6.1 million
(before taxes) based on the last sale price of $0.61 on December 31, 2001;
and
- - warrants to buy 4,055,195 shares. The exercise price for the warrants to
buy 3,106,163 shares is fixed at $1.575 per share. However, the warrants to
buy 949,032 shares are exercisable at the lesser of the stated exercise
price, which averages approximately $1.844, or the then market price of the
common stock. At December 31, 2001, the warrants were carried at estimated
fair value of $527,000 (before taxes).
Since our initial investment in HyperFeed, the Company's revenues have
grown from $13.4 million in 1995 to $33.3 million in 2001.
21
For full year 2001, HyperFeed generated revenues of $33.3 million, gross
margin of $12.9 million, EBITDA (i.e., earnings before depreciation,
amortization, interest and tax, a non-GAAP measure which investors frequently
use as a proxy for gross cash flow) of $4 million, and a net loss from
operations of $1.5 million, excluding non-cash preferred dividends of $927,000.
Net cash flow from operating activities was $2.8 million.
In the fourth quarter of 2001, HyperFeed generated revenues of $6.2
million, gross margin of $3.8 million, EBITDA of $1.2 million, and a net loss of
$303,000. Net cash flow from operating activities was $522,000.
We use the equity method to account for the common shares. HyperFeed
contributed an equity loss of $1.2 million to the Long Term Holdings segment in
2001.
The HyperFeed warrants are carried in our financial statements at estimated
fair value. Following the adoption of Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," the change in estimated fair value of warrants during an accounting
period is recorded in the Consolidated Statement of Operations for that period.
See Note 4 of Notes to Consolidated Financial Statements, "Investments."
2. JUNGFRAUBAHN HOLDING AG
PICO owns 112,672 shares of Jungfraubahn, which represents approximately
19.3% of the company.
Our holding in Jungfraubahn is accounted for under Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." Under this method, the investment is carried at market value
in our balance sheet, and the only income recorded is from dividends. At
December 31, 2001, our investment in Jungfraubahn had a cost basis of $14.9
million and a carrying (market) value of $17.7 million.
Jungfraubahn announced its result for the 2000 financial year on May 21,
2001, so the 2001 result will probably not be released until after this 10-K has
been filed. Jungfraubahn described 2000 as an exceptional year, whose results
"will not easily be repeated." Passenger numbers and revenues in 2000 were
unusually high due to a 100-year anniversary promotion by Raiffeisen, a Swiss
bank, which is estimated to have generated more than 50% of the increase in
passenger visits to Jungfraujoch, and due to 22.4% growth in group travel.
Revenues increased 19.7% to CHF (Swiss Francs) 110.3 million ($US65.5 million).
EBITDA (i.e., earnings before depreciation, amortization, interest and tax, a
non-GAAP measure which investors frequently use as a proxy for gross cash flow)
increased 30.4% to CHF40.8 million ($US24.2 million). Net income increased
19.5% to CHF17.9 million ($US10.6 million), or CHF30.6 ($US18.20) per share.
Jungfraubahn's operating activities generated net cash flow of CHF35.2 million
($US20.9 million).
On August 31, 2001, Jungfraubahn announced its results for the first six
months of 2001. Revenues declined by CHF5.4 million ($US3.2 million), or 10.6%,
year over year to CHF45.7 million ($US27.1 million), principally due to the
absence of revenues from the Raiffeisen promotion. Due to the CHF5.4 million
($US3.2 million) reduction in revenue and a CHF2.1 million ($US1.3 million)
increase in operating expenses, EBITDA declined CHF7.6 million ($US4.5 million)
to CHF10.3 million ($US6.1 million). Net income dropped CHF7.6 million
($US4.5 million) to CHF3.3 million ($US2 million), or CHF5.6 ($US3.33)
per share. In addition, the sale of art contributed an extraordinary profit of
CHF1.4 million ($US830,000).
On January 23, 2002, Jungfraubahn issued a press release containing an
initial review of 2001 operations. The full text is available on Jungfraubahn's
web-site www.jungfraubahn.ch (in the "Shareholders" tab of the "Inside"
section).
In the press release, Jungfraubahn indicated that it expected transport
revenues of approximately CHF74.5 million ($US44.2 million) for 2001, an 11.6%
reduction from the record CHF84.3 million ($US50 million) of 2000, but the
second highest in the company's history. Jungfraubahn signaled that "a
satisfactory result" was anticipated, "despite the reduction in numbers of
guests from Asia and the USA in the fourth quarter," although the result will
likely be below the previous year.
Jungfraubahn indicated that it expects that the September 11 terrorist
attacks in the U.S. will lead to a redistribution in passenger numbers in 2002.
Visitors from Japan, the most important inbound market, are expected to be down
due to a fear of flying, compounded by the weak Japanese economy, although
Jungfraubahn noted "positive signs" suggesting that "a recovery in the travel
market may be expected as early as May 2002." Jungfraubahn expects this to be
offset, to some extent, by increased visitation from the domestic Swiss market
and nearby countries. Jungfraubahn noted that the U.S. is a "relatively small"
inbound market.
Jungfraubahn's most recent published balance sheet is as of December 31,
2000, when book value per share was CHF485 ($US292.64). On December 31, 2001,
Jungfraubahn's stock price was CHF270 ($US162.92), and CHF1 equaled $US0.6034.
22
3. AUSTRALIAN OIL & GAS CORPORATION LIMITED
During 2001, we acquired another 1,441,347 shares in AOG, lifting our
shareholding to 9,867,391 shares, representing approximately 20.7% of the
company at December 31, 2001.
At December 31, 2001, our investment in AOG had a cost basis of $8.2
million, a market value of $7.5 million, and a net carrying value of $7.7
million after allowing for taxes. We reviewed the unrealized loss at December
31, 2001, and determined that an other-than-temporary impairment did not exist.
This investment was funded in US dollars.
On September 5, 2001, AOG announced that it had returned to profit in the
financial year ended June 30, 2001. AOG's revenues increased 86.1% to $A130.1
million ($US66.3 million), and the company reported net income of $A8 million
($US4.1 million), or $A0.17 ($US0.09) per share. Rig utilization improved during
the financial year, from 54% in the first half, to 65% in the second half. The
increase in utilization during the year appears to have translated into profit
growth, with net income for the second half estimated at $A5 million ($US2.6
million), compared to $A3 million ($US1.5 million) in the first half. In the
letter accompanying the results, AOG indicated that rig utilization was "running
at over 75%."
On January 17, 2002, AOG announced that it was raising additional capital
to purchase a new deep capacity drilling rig and to refit two existing rigs to
perform new long term drilling contracts with ExxonMobil Indonesia and Petroleum
Development - Oman. In January 2002, PICO provided AOG with a short term $US4
million bridging facility, and was issued 333,333 shares in AOG as a loan
establishment fee. AOG is to repay the advance with the proceeds of a rights
offering which closes on March 18, 2002. PICO is underwriting part of the
offering, and has been issued with another 333,333 shares in AOG as an
underwriting fee.
On February 27, 2002, AOG announced its results for the six months ended
December 31, 2001. Revenues increased 26.6% to $A76.1 million ($US38.8 million),
and net income increased 21% to $A3.7 million ($US1.9 million), or $A0.077
($US0.04) per share. Net cash flow from operating activities was $A10.2 million
($US5.2 million), shareholders' equity was $A100.7 million ($US51.3 million),
and tangible book value per share was $A2.10 ($US1.07). In the letter to
shareholders accompanying the results, AOG indicated that "the contract book is
satisfactory and the Company can look forward to continuing and increasing
profitability for the rest of this calendar year."
AOG provides its shareholders with half-yearly financial information in
accordance with the requirements of the Australian Stock Exchange and Australian
securities laws. Given our 20.7% voting ownership at December 31, 2001, and that
our Chairman joined AOG's Board of Directors in September 2001, we asked AOG for
an on-going commitment to provide timely quarterly financial statements, so that
the equity method could potentially be applied to this investment. AOG has
declined to provide us with quarterly financial statements and other financial
information which is not publicly available to other AOG shareholders. Based on
this and other factors, we concluded that PICO does not have the ability to
exercise significant influence over AOG which is required to apply the equity
method of accounting. Instead, the investment is carried at market value, with
the unrealized after-tax gain or loss being included in shareholders' equity.
See the next section in Item 7, "Significant Accounting Policies."
4. OTHER DISCLOSED EUROPEAN INVESTMENTS
SIHL
During 2000 and 2001, we acquired approximately 10.6% of SIHL, a Swiss
public company, through participation in a restructuring/capital raising and
on-market purchases. SIHL's core business is digital imaging, but the company
has surplus property assets in and around Zurich, including a major development
project known as Sihlcity. Our investment in SIHL is accounted for under SFAS
No. 115, "Accounting for Certain Investments in Debt and Equity Securities."
SIHL's operations were adversely affected by the economic downturn in 2001,
and the company was unable to improve profitability and reduce debt as
previously expected. Based on these developments and the extent and duration of
the decline in the market value of SIHL's common stock, we concluded that the
decline in SIHL's market value was other-than-temporary, and we recorded a $2.1
million pre-tax charge for impairment in the investment in 2001. This charge
reduced our basis in the investment to its total market (carrying) value of $2.1
million at December 31, 2001.
A charge for other-than-temporary impairment is a non-cash charge recorded
as a realized loss. The basis of the investment is written down from its
original cost to current carrying value, which typically is the market price at
the balance sheet date when the charge is recorded.
23
It should be noted that:
- - the charges for other-than-temporary impairment relating to SIHL do not
affect book value per share, as the after-tax decline in the market value
of investments carried under SFAS No. 115 is already reflected in
shareholders' equity in our balance sheet; and
- - the carrying value of the holding does not change. The impairment simply
reclassifies the decline from an unrealized decrease in shareholders'
equity to a realized loss in the statement of operations.
The written-down value becomes our new basis in the investment. In future
accounting periods, unrealized gains or losses from that level will be recorded
in shareholders' equity, and when the investment is sold, a realized gain or
loss from that level will be recorded in the statement of operations. See
"Results of Operations -- Years Ended December 31, 2001, 2000, and 1999."
ACCU HOLDING AG
PICO owns 8,125 shares in Accu Holding, which represents a voting ownership
interest of approximately 28.3% of the company. Due to a number of factors, we
have concluded that we do not have the ability to exercise significant influence
over Accu Holding's activities in 2001, so this investment is not accounted for
under the equity method. Instead, the investment is accounted for under SFAS No.
115 and carried at market value, with the unrealized after-tax gain or loss
being included in shareholders' equity.
At December 31, 2001, our investment in Accu Holding had a cost basis of
$4.6 million, and a carrying (market) value of $4.5 million.
Accu Holding manufactures batteries at two plants in Switzerland.
5. ALTERNATIVE INVESTMENTS
At December 31, 2001, PICO's remaining alternative investments had an
aggregate carrying value of $3.2 million after taxes, or 1.5% of Shareholders'
Equity.
The principal alternative investment is SISCOM, Inc., which is a
consolidated subsidiary. SISCOM is a software developer and systems integrator
for video-based content management systems for the professional broadcast,
sports, and entertainment industries. We are pursuing a number of alternatives
to realize the value of this investment, including assisting SISCOM to enter
into strategic licensing agreements with companies which have multi-national
marketing and distribution channels.
SIGNIFICANT ACCOUNTING POLICIES
PICO's principal assets and activities comprise:
- - land, water rights, and water storage assets;
- - property and casualty insurance, and the "run off" of property and casualty
insurance and medical professional liability insurance loss reserves; and
- - long term investment in other companies.
Following is a description of what we believe to be the critical accounting
policies affecting our company, and how we apply these policies.
1. ESTIMATION OF RESERVES IN INSURANCE COMPANIES
We must estimate future claims and ensure that our loss reserves are
adequate to pay those claims. This process requires us to make estimates about
future events. The accuracy of these estimates will not be known for many years.
For example, part of our claims reserves cover "IBNR" claims (i.e., the event
giving rise to the claim has occurred, but the claim has not been reported to
us). In other words, in the case of IBNR claims, we must provide for claims
which we do not know about yet.
At December 31, 2001, the loss reserves, net of reinsurance, of our three
insurance subsidiaries were:
- - Sequoia Insurance Company, $21.2 million;
- - Citation Insurance Company, $19.2 million; and
- - Physicians Insurance Company of Ohio, $34.9 million. Physicians wrote its
last policy in 1995. However, under current law, claims can be made until
2017 for events which allegedly occurred during the periods when we
provided insurance coverage to medical professionals.
24
Our medical professional liability insurance reserves are certified
annually by an independent actuary, as required by Ohio insurance law. Actuarial
estimates of our future claims obligations have been volatile. In 2001, we
reduced claims reserves by $11.2 million after actuarial studies by two
independent firms concluded that Physicians' claims reserves were significantly
greater than projected claims payments. However, based on actuarial analysis, we
increased reserves by $2 million in 2000 and by $5 million in 1999. Accordingly,
there can be no assurance that our claims reserves are adequate and there will
not be reserve increases or decreases in the future.
As required by California insurance law, the loss reserves of Sequoia
Insurance Company and Citation Insurance Company are reviewed quarterly, and
certified annually, by an independent actuarial firm.
2. CARRYING VALUE OF LONG-LIVED ASSETS
Our principal long-lived assets are land, water rights, and interests in
water storage assets owned by Vidler, and land at Nevada Land. At December 31,
2001, the total carrying value of land, water rights, and interests in water
storage assets was $126 million, or 33.7% of PICO's total assets.
As required by GAAP (i.e., accounting principles generally accepted in the
United States of America), our long-lived assets are rigorously reviewed at
least quarterly to ensure that the estimated future undiscounted cash flows from
these assets will at least recover their carrying value. Our management conducts
these reviews utilizing the most recent information available. The review
process inevitably involves the significant use of estimates and assumptions.
In our water rights and water storage business, we develop some projects
and assets from scratch. This can require cash outflows (e.g., to drill wells to
prove that water is available) in situations where there is no guarantee that
the project will ultimately be commercially viable. If we determine that it is
probable that the project will be commercially viable, the costs of developing
the asset are capitalized (i.e., recorded as an asset in our balance sheet,
rather than being charged as an expense). If the project ends up being viable,
in the case of a sale, the capitalized costs are included in the cost of land
and water rights sold and applied against the purchase price. In the case of a
lease transaction or when the asset is fully developed and ready for use, the
capitalized costs are amortized (i.e., charged as an expense in our income
statement) and match any related revenues.
If we determine that the carrying value of an asset cannot be justified by
the forecast future cash flows of that asset, the carrying value of the asset is
written down to fair value.
At December 31, 2001, our balance sheet contained capitalized costs of $3
million for two projects at Vidler, which require regulatory approval to
proceed.
3. ACCOUNTING FOR INVESTMENTS AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES
At December 31, 2001, PICO and its subsidiaries held equities with a
carrying value of approximately $56.4 million. These holdings are primarily
small-capitalization value stocks in the US, Switzerland, and Australia.
Depending on the circumstances, and our judgment about the level of our
involvement with the investee company, we apply one of two accounting policies.
In the case of most holdings, we apply Statement of Financial Accounting
Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." Under this method, the investment is carried at market value
in our balance sheet, with unrealized gains or losses being included in
shareholders' equity, and the only income recorded is from dividends.
In the case of investments where we have the ability to exercise
significant influence over the company we have invested in, we apply the equity
method under Accounting Principles Board Opinion No. 18 ("APB No. 18"), "The
Equity Method of Accounting for Investments in Common Stock."
The application of the equity method (APB No. 18) to an investment may
result in a different outcome in our financial statements than market value
accounting (SFAS No. 115). The most significant difference between the two
policies is that, under the equity method, we include our proportionate share of
the investee's earnings or losses in our statement of operations, and dividends
received are used to reduce the carrying value of the investment in our balance
sheet. Under market value accounting, the only income recorded is dividends.
25
The assessment of what constitutes the ability to exercise "significant
influence" requires our management to make significant judgments. We look at
various factors in making this determination. These include our percentage
ownership of voting stock, whether or not we have representation on the investee
company's Board of Directors, transactions between us and the investee, the
ability to obtain timely quarterly financial information, and whether PICO
management can affect the operating and financial policies of the investee
company. When we conclude that we have this kind of influence, we adopt the
equity method and change all of our previously reported results of the investee
to show the investment as if we had applied equity accounting from the date of
our first purchase. This adds volatility to our reported results.
While the method of accounting we use clearly has no impact on the
underlying performance of the investee, the use of market value accounting or
the equity method can result in significantly different carrying values at
discrete balance sheet dates and contributions to our statement of operations
over the course of the investment. It should be noted that the total impact of
the investment on PICO's shareholders' equity over the entire life of the
investment will be the same whichever method is adopted.
For example, our investment in HyperFeed is carried under the equity method
of accounting as we have determined that we have the ability to exercise
significant influence over HyperFeed. As a result, at December 31, 2001, the
carrying value of HyperFeed in our balance sheet is significantly below what it
would be if we recorded this investment at market.
For equity and debt securities accounted for under SFAS No. 115 which are
in an unrealized loss position, we are required to regularly review whether the
decline in market value is other-than-temporary. In general, this review
requires management to consider several factors, including specific adverse
conditions affecting the issuer's business and industry, the financial condition
of the issuer, and the long-term prospects for the issuer. Accordingly,
management has to make important assumptions regarding our intent and ability to
hold the security, and our assessment of the overall worth of the security.
Risks and uncertainties in our methodology for reviewing unrealized losses for
other-than-temporary declines include our judgments regarding the overall worth
of the issuer and its long-term prospects, our ability to realize on our
assessment of the overall worth of the business.
In a subsequent quarterly review, if we conclude that an unrealized loss
previously determined to be temporary is other-than-temporary, an impairment
loss will be recorded. There will be no impact on our financial condition or
book value per share, as the decline in market value has already been recorded
through shareholders' equity. However, there will be an impact on our net income
before and after tax and on our reported earnings per share, due to recognition
of the unrealized loss and related tax effects. When a charge for
other-than-temporary impairment is recorded, our basis in the security is
decreased. Consequently, if the market value of the security later recovers and
we sell the security, a correspondingly greater gain will be recorded in the
statement of operations. However, there will be no impact on book value as the
gain, after related taxes, will already have been recorded in the unrealized
appreciation component of shareholders' equity.
RESULTS OF OPERATIONS -- YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
SUMMARY
PICO reported net income of $5.1 million, or $0.41 per diluted share in
2001, compared with a net loss of $11.3 million, or $0.97 per diluted share, in
2000, and a net loss of $9.7 million, or $1.08. per diluted share, in 1999. The
weighted average number of shares outstanding in 2001 and 2000 increased as a
result of the rights offering in March 2000.
At December 31, 2001, PICO had shareholders' equity of $207.9 million,
or $16.81 per share, compared to $202.1 million, or $16.31 per share, at the
end of 2000. The principal factors leading to the $5.8 million increase in
shareholders' equity were:
- - net income of $5.1 million for the year;
- - net unrealized appreciation in investments of $1.9 million; which were
partially offset by
- - a foreign currency translation debit of $955,000; and
- - a $299,000 increase in treasury stock due to the purchase of PICO shares in
deferred compensations plans.
Total assets at December 31, 2001 were $374.4 million, compared to $392.1
million at December 31, 2000. Most of the $17.7 million decrease in total assets
is attributable to the "run off" of Physicians and Citation, which reduced both
insurance liabilities and the corresponding assets. Total liabilities decreased
by $22.6 million, primarily due to a $16.7 million reduction in medical
professional liability insurance loss reserves during the year.
The $5.1 million in net income reported in 2001 consisted of $6.1 million in
net income before a change in accounting principle, or $0.49 per share, and a
change in accounting principle which had the cumulative effect of reducing
income by $981,000 after taxes, or $0.08 per share. The $6.1 million in net
income before a change in accounting principle was comprised of $9.1 million
in income before taxes and minority interest, a $3.4 million provision for
income tax expense, and the addition of $359,000 in minority interest. This
reflects the interest of minority shareholders in the losses of subsidiaries
which are less than 100%-owned by PICO. The accounting change was due to the
adoption of the Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging
26
Activities." This non-cash charge recognized the accumulated after-tax decline
in the estimated fair value of warrants we own to buy shares in other companies
(principally HyperFeed Technologies, Inc.) from the date we acquired the
warrants through to January 1, 2001. The decline in the estimated fair value of
warrants during 2001 is recorded in the Long Term Holdings segment.
The $3.4 million net provision for income tax expense for 2001 consists of
several items, which are detailed in Note 7 of Notes to Consolidated Financial
Statements, "Federal Income Tax." A gross provision for tax of approximately $4
million was partially offset by $630,000 in tax benefits, primarily represented
by a cash refund following a successful appeal of a prior year tax ruling in
Canada. We do not need to pay any taxes in cash for 2001 because prior year net
operating loss carry-forwards offset our tax provision for the year.
PICO incurred a net loss of $11.3 million in 2000. The $6.3 million net
loss before an accounting change consisted of a $16.1 million pre-tax loss,
which was partially offset by $9 million in income tax benefits and the addition
of $717,000 in minority interest. In addition, the cumulative effect of the
accounting change reduced income by $5 million after-tax. Until December 31,
1999, PICO had discounted the carrying value of its medical professional
liability claims reserves, to reflect the fact that some claims will not be paid
until many years in the future, but funds from the corresponding premiums can be
invested in the meantime. After December 31, 1999, PICO's medical professional
liability insurance subsidiaries were no longer allowed to discount claims
reserves in the statements they file with the Ohio Department of Insurance,
which are prepared on the statutory basis of accounting. With this change in
accounting principle, we have also eliminated the discounting in our financial
statements which are prepared on a U.S. GAAP basis.
The $9 million in tax benefits recorded in 2000 is made up of several
items. These include a $4.4 million cash refund resulting from the successful
appeal of a prior year tax ruling in Canada, and a $3.3 million expense which
was recognized to increase federal income tax valuation allowances recorded
against tax assets in some of our subsidiaries.
In 1999, the $9.7 million net loss was comprised of a $24.3 million loss
before taxes and minority interest, which was partially offset by the addition
of $13.4 million in income tax benefits, $706,000 in minority interest, and a
$442,000 after-tax extraordinary gain from the early settlement of debt. The
income tax benefits recognized include an $8.4 million reduction in valuation
allowances that had previously been recorded to reduce income tax assets. Of
this amount, $6.5 million became available as a result of changes in federal
income tax legislation in 1999.
From 1998, PICO began to report comprehensive income (loss) in addition to
the income (loss) reported in the Consolidated Statement of Operations.
Comprehensive income includes items resulting in unrealized changes in
shareholders' equity. For PICO, comprehensive income (loss) includes foreign
currency translation and change in unrealized investment gains and losses on
securities which are available for sale.
PICO reported comprehensive income of $6.1 million in 2001, consisting of
net income of $5.1 million and a $1.9 million after-tax increase in net
unrealized change in investments, which were partially offset by a foreign
currency translation debit of $955,000. In 2000, PICO incurred a $17.2 million
comprehensive loss. This was comprised of the $11.3 million net loss, a decrease
in net unrealized change in investments of $4.3 million after-tax, and a foreign
currency translation debit of $1.6 million. A $6.8 million comprehensive loss
was recorded in 1999, consisting of a $9.7 million net loss, a $1.5 million
decrease due to foreign currency translation, and a $4.4 million increase in net
unrealized change in investments.
Detailed information on the performance of each segment is contained later
in this report; however, the principal items in the 2001 $9.1 million income
before taxes and minority interest were:
Water Rights and Water Storage
- - Vidler generated $17.8 million in revenues and a $5 million pre-tax profit.
The principal contributors to segment income were $2.3 million from the
sale of land and related water rights in the Harquahala Valley Irrigation
District, and $5.7 million in pre-tax gains from the sale of part of
Vidler's interest in the Semitropic water storage facility;
Land and Related Mineral Rights & Water Rights
- - income of $131,000 from Nevada Land on revenues of $3.2 million, which
included $1.9 million in land sales;
Property and Casualty Insurance
- - segment income of $6.2 million, consisting of a $3.3 million pre-tax profit
from Sequoia and $2.9 million from Citation;
27
Medical Professional Liability Insurance
- - a pre-tax profit of $13.1 million, principally due to an $11.2 million
reduction in claims reserves;
Long Term Holdings
- - a $15.3 million loss before taxes, primarily due to parent company overhead
of $4.8 million, a $3 million provision for other-than-temporary impairment
in two unrelated equity securities, a $2.5 million SFAS No. 133 decrease in
the value of warrants during the year, a $2.3 million provision against
loans to Dominion Capital Pty. Ltd., and our $1.5 million share of the net
losses of investments accounted for under the equity method.
Revenues and income before taxes and minority interests by business segment
were:
OPERATING REVENUES:
YEAR ENDED DECEMBER 31,
--------------------------------------------
2001 2000 1999
------------ ------------ ------------
Water Rights and Water Storage $ 17,763,000 $ 3,123,000 $ 1,056,000
Land and Related Mineral Rights & Water Rights 3,221,000 5,276,000 7,147,000
Property and Casualty Insurance 51,349,000 39,257,000 39,836,000
Medical Professional Liability Insurance 2,601,000 3,396,000 3,121,000
Long Term Holdings (3,662,000) (5,238,000) 2,494,000
------------ ------------ ------------
Total Revenues $ 71,272,000 $ 45,814,000 $ 53,654,000
============ ============ ============
In 2001, total revenues were $71.3 million, compared to $45.8 million in
2000, and $53.7 million in 1999. Revenues in 2001 were $25.5 million higher than
2000, primarily due to $14.6 million higher revenues from Vidler and $12.1
million higher revenues in the Property and Casualty Insurance segment. The most
significant items in the revenue growth at Vidler were revenues of $9.4 million
from the sale of water rights and land in the Harquahala Valley, and $5.7
million from pre-tax gains on the sale of interests in Semitropic. The principal
sources of the $12.1 million revenue growth in the Property and Casualty
Insurance segment were $10 million higher earned premiums, and a $1.6 million
increase in realized investment gains. From 1999 to 2000, total revenues
declined by $7.9 million, primarily due to the recognition of a $7.8 million net
realized investment loss which reduced revenues in the Long Term Holdings
segment in 2000.
Total expenses in 2001 were $60.6 million, unchanged from $60.6 million in
2000, and compared to $73.9 million in 1999. The largest expense item in each of
the past 3 years was loss and loss adjustment expense in our insurance
businesses (i.e., the cost of making provision to pay claims). In 2001, loss and
loss adjustment expense was $18.3 million, compared to $24 million in 2000, and
$35.2 million in 1999. Loss and loss adjustment expense for 2001 was reduced by
favorable reserve development of $11.2 million in the Medical Professional
Liability segment. Due to the greater amount of land and water rights sold in
2001, the cost of land, water rights and water sold was higher than previous
years at $7.6 million, compared to $4 million in 2000, and $4.5 million in 1999.
INCOME (LOSS) BEFORE TAXES AND MINORITY INTEREST:
YEAR ENDED DECEMBER 31,
--------------------------------------------
2001 2000 1999
------------ ------------ ------------
Water Rights and Water Storage $ 4,989,000 $ (4,854,000) $ (3,947,000)
Land and Related Mineral Rights & Water Rights 131,000 1,918,000
1,094,000
Property and Casualty Insurance 6,178,000 2,541,000
(3,803,000)
Medical Professional Liability Insurance 13,132,000 768,000
(4,805,000)
Long Term Holdings (15,288,000) (16,438,000) (12,850,000)
------------ ------------ ------------
Income (Loss) Before Taxes and Minority
Interest $ 9,142,000 $(16,065,000) $(24,311,000)
============ ============ ============
28
WATER RIGHTS AND WATER STORAGE
VIDLER WATER COMPANY, INC.
Year Ended December 31,
--------------------------------------------
2001 2000 1999
------------ ------------ ------------
REVENUES:
Sale of Land, Water Rights, & Water $ 9,487,000 $ 1,509,000 $ 270,000
Gain on sale of Semitropic Water Storage interests 5,701,000
Lease of Water 235,000 188,000 185,000
Lease of Agricultural Land 795,000 959,000 477,000
Other 1,545,000 467,000 124,000
------------ ------------ ------------
Segment Total Revenues $ 17,763,000 $ 3,123,000 $ 1,056,000
============ ============ ============
EXPENSES:
Cost of Land, Water Rights, & Water Sold (6,796,000) (2,244,000) (185,000)
Commission and Other Cost of Sales (553,000)
Depreciation & Amortization (1,285,000) (988,000) (810,000)
Interest (646,000) (821,000) (678,000)
Operations & Maintenance (311,000) (612,000) (214,000)
Other (3,183,000) (3,312,000) (3,116,000)
------------ ------------ ------------
Segment Total Expenses (12,774,000) (7,977,000) (5,003,000)
============ ============ ============
INCOME (LOSS) BEFORE TAX $ 4,989,000 $ (4,854,000) $ (3,947,000)
============ ============ ============
We entered the water business with the realization that most of the assets
which Vidler acquired were not ready for immediate commercial use, and that
there would be a lead-time in developing and commercializing these assets.
Vidler's water assets did not begin to generate significant revenues until the
first quarter of 2001. In 2000 and prior years, Vidler was generating modest
revenues from the lease and sale of water assets in Colorado and from leasing
agricultural land, and incurring significant costs associated with the
development of assets and expansion of the water rights portfolio. Consequently,
Vidler reported operating losses until 2001.
Vidler generated total revenues of $17.8 million in 2001, compared to $3.1
million in 2000, and $1.1 million in 1999.
In 2001, Vidler's results were dominated by three transactions, which
generated $15.1 million in revenues:
- - the sale of 6,496.5 acre-feet of transferable ground water and 2,589 acres
of land in Arizona's Harquahala Valley Irrigation District to a unit of
Allegheny Energy, Inc. This transaction added $9.4 million to revenues,
comprised of the $9.1 million sales price and a $300,000 option fee earned
which is included in Other Revenues, and contributed $2.3 million to
segment income;
- - the sale of 29.7% of Vidler's original interest in the Semitropic Water
Banking and Exchange Program (i.e., approximately 55,000 acre-feet of
storage capacity, out of the original 185,000 acre-feet) for $3.3 million.
This transaction added $1.6 million to revenues and to segment income; and
- - the further sale of 54.1% of Vidler's original interest in the Semitropic
Water Banking and Exchange Program (i.e., approximately 100,000 acre-feet
of storage capacity) for $6.9 million. This transaction added $4.1 million
to revenues and to segment income.
Over the past three years, Vidler has sold water rights, water, and related
assets which were not essential to its strategy in Nevada and Arizona. In
addition to the Allegheny transaction described in the preceding paragraph, in
2001 Vidler recognized revenues of $390,000 from the sale of water rights to the
City of Golden, Colorado. In 2000, Vidler sold 3,691 acre-feet of water which
had been "banked" at the Semitropic water storage facility for $509,000, and
water rights and the related land and tunnel assets to the City of Golden for $1
million. Due to the potential for significant capital outlays for repairs and
maintenance, Vidler disposed of the land and tunnel assets in conjunction with
the water rights in 2000, even though this resulted in a loss of $1.2 million
being recognized on the sale of the land and tunnel assets. In 1999, Vidler sold
300 acre-feet of priority water rights at Wet Mountain, Colorado for $270,000.
The leasing of agricultural land generated revenues of $795,000 in 2001,
$959,000 in 2000, and $477,000 in 1999. Agricultural land lease revenues
decreased in 2001 as a result of the sale of farm properties in the Harquahala
Valley to Allegheny, as described above. The increase from 1999 to 2000
primarily reflects the purchase of additional Harquahala Valley farm properties
during 1999.
Vidler generated revenue of $235,000 in 2001, $188,000 in 2000, and $185,000
in 1999, from leasing some of the company's Colorado water rights. These assets
are leased in perpetuity. The lease payments are indexed for inflation, with a
minimum annual escalation of 3%.
29
Other Revenues were $1.5 million in 2001, $467,000 in 2000, and $124,000 in
1999. The most significant items in Other Revenues in 2001 were a $600,000 gain
from granting an easement to El Paso Natural Gas Company in the Harquahala
Valley, interest revenue of $357,000, and various revenues from properties
farmed by Vidler (e.g., sales of hay and cattle). In 2001, Other Revenues were
reduced by a $202,000 loss on the condemnation (i.e., compulsory acquisition) of
a commercially zoned property in Mesa, Arizona due to freeway construction. This
property, which was located in greater metropolitan Phoenix, was not part of
Vidler's water business. It was acquired in conjunction with MTB Ranch in 1996,
and was being held for sale. Originally, a $442,000 provision for loss on
condemnation was recorded in the first quarter of 2001; however, this was
partially offset by an additional $240,000 payment to be received from a
negotiated settlement after Vidler challenged the value at which the property
was condemned.
Total segment expenses, including the cost of water rights and other assets
sold, increased from $5 million in 1999, to $8 million in 2000, and $12.8
million in 2001.
Segment operating expenses (i.e., excluding the cost of water rights and
other assets sold and related selling costs, and the $40,000 Silver State
write-down described in the "Land and Related Mineral Rights & Water Rights"
section) were $4.8 million in 1999, $5.7 million in 2000, and $5.4 million in
2001. Segment operating expenses in 2000 and 2001 were higher than in 1999 due
to growth in Vidler's asset base (e.g., the acquisition of Fish Springs Ranch),
including expenses related to individual projects (e.g., depreciation and
interest) which were recognized prior to the related revenues being earned.
The $348,000 net reduction in segment operating expenses in 2001 from 2000
was primarily attributable to decreases of $301,000 in operations and
maintenance expense, $175,000 in interest expense, and $129,000 in other
expenses. The decrease in operations and maintenance expense was primarily due
to a lower obligation to contribute to operations and maintenance expense at the
Semitropic water storage facility, as our interest in the asset reduced.
Interest expense declined due to the repayment of the non-recourse debt on the
Harquahala Valley farm properties which were sold to Allegheny. These expense
reductions were partially offset by a $297,000 increase in depreciation and
amortization expense, primarily due to the start of amortization of improvements
at the Vidler Arizona Recharge Facility. Since construction of the improvements
required to recharge water is complete and the facility is ready for use, on
March 1, 2001, Vidler began to amortize the improvements at the facility over 15
years. The annual amortization charge will be approximately $518,000. The
amortization charge for 2001 was $421,000.
Segment operating expenses increased $915,000 from 1999 to 2000, due to
increases of $398,000 in operations and maintenance, $178,000 in depreciation
and amortization, $143,000 in interest, and $196,000 in other expenses. The
increase in segment expenses reflected the growth in Vidler's asset base,
including the purchase of farm properties and the related water rights in the
Harquahala Valley.
Vidler recorded segment income of $5 million in 2001, compared to segment
losses of $4.9 million in 2000, and $3.9 million in 1999.
The principal causes of the $9.9 million improvement in the segment result
from 2000 to 2001 were the contributions to income of $5.7 million from the sale
of interests in Semitropic, $2.3 million from the Allegheny transaction, and
$600,000 from the easement granted in 2001.
The $907,000 increase in segment loss from 1999 to 2000 was caused by the
$1.2 million realized loss on the sale of the land and tunnel assets described
above. Excluding this item, the segment loss declined by $296,000, primarily due
to a $342,000 gross profit on the sale of the water "banked" at Semitropic and
$482,000 higher agricultural lease revenues, which were partially offset by
higher charges for depreciation, interest, and other expenses.
30
LAND AND RELATED MINERAL RIGHTS & WATER RIGHTS
NEVADA LAND & RESOURCE COMPANY, LLC
Year Ended December 31,
-----------------------------------------
2001 2000 1999
----------- ----------- -----------
REVENUES:
Sale of Land $ 1,918,000 $ 3,725,000 $ 5,432,000
Sale of Water Rights 244,000 379,000
Gain on Land Exchange 270,000
Lease and Royalty 734,000 716,000 980,000
Interest and Other 569,000 321,000 356,000
----------- ----------- -----------
Segment Total Revenues $ 3,221,000 $ 5,276,000 $ 7,147,000
=========== =========== ===========
EXPENSES:
Cost of Land and Water Rights Sold (772,000) (1,751,000) (4,273,000)
Operating Expenses (1,777,000) (1,607,000) (1,780,000)
Write-down of Silver State Resources, LLC (541,000)
----------- ----------- -----------
Segment Total Expenses $(3,090,000) $(3,358,000) $(6,053,000)
=========== =========== ===========
INCOME BEFORE TAX $ 131,000 $ 1,918,000 $ 1,094,000
=========== =========== ===========
Nevada Land generated revenues of $3.2 million in 2001, compared to $5.3
million in 2000, and $7.1 million in 1999.
Most of the variation in revenue from year to year is caused by fluctuations
in the level of land sales. In 2001, Nevada Land recorded revenues of $1.9
million from the sale of 15,632 acres of land. In 2000, we generated $3.7
million in revenues from the sale of 28,245 acres of land, compared to $5.4
million from the sale of 48,715 acres in 1999.
Lease and royalty income amounted to $734,000 in 2001, compared to $716,000
in 2000, and $980,000 in 1999. Most of this revenue comes from land leases,
principally for grazing, agricultural, communications, and easements.
Interest and other revenues contributed $569,000 in 2001, compared to
$321,000 in 2000, and $356,000 in 1999.
Nevada Land also generated revenues from a gain on a land exchange
transaction in 2000, and the sale of water rights in 2000 and 1999.
In the 2000 land exchange, we exchanged 25,828 acres of land for assets with
an exchange value of approximately $1.3 million, or $52 per acre. The
consideration received consisted of $430,000 in cash and 17,558 acres of land,
which we believe will be more readily marketable, with an exchange value of
$913,000, or $52 per acre. The revenue recorded as a result of this transaction
was the $270,000 net gain on the cash portion of the total exchange value (i.e.,
approximately 32%). This gain represents the difference between the cash
received and our basis in approximately 32% of the land given up in the
exchange. No gain was recognized on the portion of the exchange value for which
land was received (i.e., approximately 68%). Any gain related to the land
received will be recorded when that land is sold.
In 2000, Nevada Land sold 61 acre-feet of certificated water rights for
$244,000. In 1999, we sold 125 acre-feet of certificated water rights for
$379,000.
After deducting the cost of land sold, the gross margin on land sales was
$1.1 million in 2001, $2.2 million in 2000, and $1.5 million in 1999. This
represented a gross margin percentage of 59.8% in 2001, 59.2% in 2000, and 28%
in 1999.
Operating expenses were little changed over the three-year period, at $1.8
million in 2001, $1.6 million in 2000, and $1.8 million in 1999.
As part of our strategy of increasing our ownership of water rights in
northern Nevada, in 1998 Nevada Land and Vidler jointly acquired a controlling
interest in Silver State Land, LLC, which had filed applications for
approximately 51,000 acre-feet of water rights in various locations that were
geographically unrelated to Nevada Land's properties. In 1999, 2000, and 2001,
our priority has been to pursue the water rights applications filed by the
Vidler/Lincoln County joint venture, and by Nevada Land on its own properties.
Accordingly, due to the uncertainty of realizing the value of these
applications, in 2001 we reduced the carrying value of Silver State to zero,
which resulted in expenses of $541,000 in this segment and $40,000 in the "Water
Rights and Water Storage" segment. The Silver State water rights applications
were the only water rights applications with a carrying value in our financial
statements.
31
Nevada Land recorded income of $131,000 in 2001, compared to $1.9 million in
2000, and $1.1 million in 1999. Segment income decreased $1.8 million from 2000
to 2001, principally due to a $1.1 million reduction in the gross margin on land
sales, the $541,000 write down of Silver State, and the $270,000 land exchange
gain included in 2000. In 2000, segment income was $824,000 higher than 1999,
principally due to a $685,000 higher gross profit from land sales and the
$270,000 gain from the land exchange transaction.
PROPERTY AND CASUALTY INSURANCE
Year Ended December 31,
--------------------------------------------
2001 2000 1999
------------ ------------ ------------
P&C INSURANCE REVENUES:
Earned Premiums $ 42,535,000 $ 32,583,000 $ 34,439,000
Net Investment Income 5,997,000 5,381,000 4,951,000
Realized Investment Gains 1,818,000 172,000 (310,000)
Negative Goodwill 568,000 568,000 568,000
Other 431,000 553,000 188,000
------------ ------------ ------------
Segment Total Revenues $ 51,349,000 $ 39,257,000 $ 39,836,000
============ ============ ============
P&C INSURANCE EXPENSES:
Loss and Loss Adjustment Expense $(29,460,000) $(22,963,000) $(28,613,000)
Underwriting Expenses (15,711,000) (13,753,000) (15,026,000)
------------ ------------ ------------
Segment Total Expenses $(45,171,000) $(36,716,000) $(43,639,000)
============ ============ ============
P&C INSURANCE INCOME (LOSS) BEFORE TAXES:
Sequoia Insurance Company $ 3,314,000 $ 1,344,000 $ 2,083,000
Citation Insurance Company 2,864,000 1,197,000 (5,886,000)
------------ ------------ ------------
Total P&C Income (Loss) Before Taxes $ 6,178,000 $ 2,541,000 $ (3,803,000)
============ ============ ============
The Property & Casualty Insurance segment generated total revenues of $51.3
million in 2001, compared to $39.3 million in 2000, and $39.8 million in 1999.
Most revenues in this segment come from earned premiums. When an insurance
company writes a policy, the premium charged is referred to hereinas "written"
premium. The "written" premium is recognized as revenue, or "earned," evenly
over the term of the policy. Therefore, there is a time lag between changes in
written premium and the resulting change in earned premium.
As described in the Property and Casualty Insurance section of "Company
Summary, Recent Developments and Future Outlook" in Item 7, the amount of
premium "written" by Sequoia and Citation declined in 1998 and 1999. This led to
a corresponding decrease in segment "earned" premium from $34.4 million in 1999
to $32.6 million in 2000.
In 2000, Citation wrote only a minor amount of premium in one state, and
Sequoia was responsible for practically all written premiums in the segment.
During 2000, Sequoia experienced 33.5% growth in written premiums to $47.1
million, due to an improved pricing environment, the increase in the company's
A.M. Best rating to "A-" (Excellent), and the acquisition of Personal Express.
Due to the lag between changes in written premium and earned premium, the
increase in premium written in 2000 led to the $9.9 million increase in earned
premium, from $32.6 million to $42.5 million, in 2001.
Segment investment income increased 8.7% to $5.4 million during 2000. The
average income yield on the bond portfolio increased throughout 2000 due to the
higher prevailing level of interest rates and the purchase of high quality
corporate bonds with 5 years or less to maturity with the proceeds of
lower-yielding treasury bills and money market funds. The increase in the income
yield was partially offset by the purchase of several small-capitalization value
stocks with lower income (i.e., dividend) yields but greater appreciation
potential than bonds.
Segment Investment income increased another 11.4% to $6 million in 2001.
This reflected a higher average yield to maturity in the bond portfolio,
resulting from the purchase of high quality corporate bonds with 5 to 10 years
to maturity and the sale of some shorter term securities whose yields had fallen
to low levels.
Investment gains of $1.8 million were realized in 2001, primarily due to the
sale of bonds with 5 years or less to maturity, compared to realized gains of
$172,000 in 2000. Given the historic drop in interest rates during 2001,
particularly in shorter-term (5 years or less) interest rates, realized gains of
this magnitude from bonds are unlikely to be repeated. The $310,000 net realized
32
investment loss in 1999 represented a $186,000 realized loss on the sale of a
portfolio investment and a $124,000 provision for other-than-temporary
impairment in the value of an unrelated portfolio investment.
The Property and Casualty Insurance segment produced $6.2 million of
pre-tax income in 2001, consisting of a $3.3 million pre-tax profit from Sequoia
and $2.9 million from Citation. This compares to segment income of $2.5 million
in 2000, and a segment pre-tax loss of $3.8 million in 1999.
During 1998 and 1999, Sequoia and Citation "pooled," or shared, most of
their premiums and expenses, and all business in California and Nevada was
transitioned to Sequoia. From January 1, 2000, the pooling arrangement was
terminated, and Citation only wrote a minor amount of premium in Arizona.
Citation ceased writing business in December 2000, and went into "run off" in
2001. Citation's last policy expired in December 2001. Due to these factors, as
well as the "Company")acquisition of the Personal Express book of business, the individual
results of Sequoia and Citation for 2001 cannot be directly compared to previous
years.
In 2000, the $2.5 million segment profit was comprised of a $1.3 million
pre-tax profit from Sequoia and a $1.2 million pre-tax profit from Citation. The
$3.6 million increase in segment income in 2001 over 2000 is primarily due to
$1.6 million higher realized investment gains and a $616,000 increase in
investment income for the segment, and a $1.4 million decrease in expenses at
Citation after the company went into "run off."
The 1999 $3.8 million segment loss consisted of $2.1 million in income from
Sequoia, which was more than offset by a $5.9 million loss from Citation. From
1999 to 2000, the segment result improved by $6.3 million, from a $3.8 million
loss in 1999 to a $2.5 million profit in 2000. The 1999 segment loss was caused
by a $10.1 million pre-tax charge to strengthen Citation's claims reserves,
principally in the artisan/contractors line of business.
SEQUOIA INSURANCE COMPANY
In 2001, Sequoia's revenues included earned premiums of $42.3 million,
investment income of $3.7 million, and realized gains of $1.5 million. Earned
premiums increased 29.2% from the previous year, and consisted of $34.1 million
from commercial lines and $8.2 million from personal lines. Earned premiums for
2001 reflected most, but not a full 12 months, of the annualized increase in
premium resulting from the acquisition of the Personal Express book of business.
For 2001, Sequoia reported a loss from operations (i.e., income before
investment income, realized gains, and taxes) of $1.9 million, and income before
taxes of $3.3 million. This included an additional expense of $738,000 to
recognize adverse development in prior year loss reserves.
In 2000, Sequoia's revenues included $32.7 million in earned premiums, $2.8
million in investment income, and realized gains of $99,000. The earned premiums
were composed of $29.6 million from commercial lines and $3.1 million from
personal lines, which included some initial revenues from the Personal Express
book of business. For 2000, Sequoia reported a loss from operations of $1.5
million, which included an additional expense of $252,000 to recognize adverse
development in prior year loss reserves, and income before taxes of $1.3
million.
In 1999, when the pooling agreement with Citation was still in force,
Sequoia's revenues included $16.9 million in earned premium and $2.1 million in
investment income. The company earned a profit from operations of $114,000 and
income before taxes of $2.1 million, including the benefit of a $401,000 credit
from favorable development in prior year loss reserves.
The operating performance of insurance companies is frequently analyzed
using their "combined ratio." A combined ratio below 100% indicates that the
insurance company made a profit on its base insurance business, prior to
investment income, realized gains or losses, taxes, extraordinary items, and
other non-insurance items.
Sequoia manages its business so as to have a combined ratio of less than
100% each year; however, this is not always achieved. Sequoia's combined ratio,
determined on the basis of generally accepted accounting principles, for the
past 3 years have been:
SEQUOIA'S GAAP INDUSTRY RATIOS
---------------------------------------------------------------------------------------------------
2001 2000 1999
------------ ----------- ------------
Loss and LAE Ratio 69.1% 67.6% 53.5%
Underwriting Expense Ratio 36.3% 38.6% 46.3%
----- ---- ----
Combined Ratio 105.4% 106.3% 99.8%
---------------------------------------------------------------------------------------------------
For 2001, Sequoia's combined ratio was 105.4%, compared to 106.3% in 2000,
and 99.8% in 1999.
33
Sequoia's loss and loss adjustment expense ratio (i.e., the cost of making
provision to pay claims as a percentage of earned premiums) was 69.1% in 2001
and 67.6% in 2000, compared to 53.5% in 1999. In 2001, this included an
additional expense of $738,000 to recognize adverse development in prior year
loss reserves, compared to an additional $252,000 expense in 2000, and a
$401,000 credit from favorable development in 1999.
The higher loss ratio was partially offset by a lower underwriting expense
ratio (i.e., operating expenses as a percentage of earned premiums) of 36.3% in
2001, compared to 38.6% in 2000, and 46.3% in 1999. The reduction in the
underwriting expense ratio was due to:
- - economies of scale. Sequoia's earned premiums grew by 29.2% in 2001,
following a 93.4% increase in 2000 after the pooling agreement with
Citation was terminated. In 2001 and 2000, fixed underwriting expense items
(i.e., expenses which do not change with volume) were spread over a larger
base of revenue, and therefore reduced as a percentage of revenue; and
- - earned premiums from the Personal Express book of business. Sequoia does
not pay commission on Personal Express business, so commission expense fell
as a percentage of revenue in 2001 and 2000.
CITATION INSURANCE COMPANY
Citation went into "run off" from January 1, 2001. In future years, this
will significantly affect the company's level of revenues and expenses. It is
anticipated that the majority of Citation's future revenues will come from
investment income, which is expected to decline over time as fixed-income
investments mature or are sold to provide the funds to pay down the company's
claims reserves. Unless there is adverse development in prior year loss
reserves, typically the expenses of an insurance company in "run off" will be
lower than the expenses of an insurance company which is actively writing
business.
In 2001, Citation's revenues included investment income of $2.3 million,
earned premiums of $225,000, and negative goodwill amortization of $568,000
(explained in the following paragraph). The Company's
objective$225,000 in earned premiums
represents the final premiums earned from the policies on Citation's books when
the company went into "run off." After expenses of $571,000, Citation earned
income of $2.9 million before taxes for 2001. The "run off" of Citation's loss
reserves appears to be proceeding in line with expectation. In 2001, an expense
of just $56,000 was recorded for development in prior year loss reserves.
When Citation Insurance Group acquired Physicians in the reverse merger in
1996, a $5.7 million negative goodwill asset arose because the fair value of the
assets acquired (i.e., Physicians) exceeded the cost of the investment (i.e.,
the fair value of the shares in Citation issued to Physicians shareholders). The
negative goodwill was being recognized as income over a period of 10 years in
this segment. From January 1, 2002, PICO is adopting Statement of Financial
Accounting Standards No. 142, "Goodwill and Intangible Assets," which requires
that goodwill and intangible assets with indefinite lives be tested for
impairment annually rather than amortized over time. As a result of adopting
this standard, the remaining negative goodwill of approximately $2.8 million
will be recognized as an extraordinary gain in 2002. See Note 1 of Notes to
useConsolidated Financial Statements, "Nature of Operations and Significant
Accounting Policies."
In 2000, Citation's revenues included investment income of $2.7 million,
earned premiums of negative $158,000, and negative goodwill amortization of
$568,000. Although Citation earned $564,000 in property and casualty premiums in
2000, this was more than offset by a $722,000 reduction in earned premium
revenues related to reinsurance. After expenses of $1.9 million, including a
partially offsetting $282,000 benefit from favorable development in prior year
loss reserves, Citation earned a $1.2 million pre-tax profit for 2000.
From 2000 to 2001, Citation's pre-tax profit increased $1.7 million. While
revenues increased $309,000 year over year, underwriting and other expenses
declined by $1.4 million after the company went into "run off."
During 1999, Citation was "pooling" most of its resourcesrevenues and expenses with
Sequoia so revenues and expenses were significantly greater than in 2000 and
2001. In 1999, Citation's revenues included earned premiums of $17.5 million,
investment income of $2.9 million, and negative goodwill amortization of
$568,000. Following expenses of $26.7 million, which included a $10.1 million
charge to strengthen loss reserves, Citation reported a pre-tax loss of $5.9
million.
Since Citation is in "run off," its Combined Ratio is no longer meaningful.
34
PROPERTY AND CASUALTY INSURANCE - LOSS AND LOSS EXPENSE RESERVES
December 31, 2001 December 31, 2000 December 31, 1999
-----------------------------------------------------------------------------
SEQUOIA INSURANCE COMPANY:
Direct Reserves $ 36.9 million $ 37.2 million $ 39.4 million
Ceded Reserves (15.7) (18.1) (28.9)
-----------------------------------------------------------------------------
Net Reserves $ 21.2 million $ 19.1 million $ 10.5 million
=============================================================================
CITATION INSURANCE COMPANY:
Direct Reserves $ 21.0 million $ 25.8 million $ 36.6 million
Ceded Reserves (1.8) (2.4) (2.0)
-----------------------------------------------------------------------------
Net Reserves $ 19.2 million $ 23.4 million $ 34.6 million
=============================================================================
MEDICAL PROFESSIONAL LIABILITY INSURANCE
Year Ended December 31,
----------------------------------------
2001 2000 1999
----------- ----------- -----------
MPL REVENUES:
Net Investment Income $ 1,096,000 $ 1,543,000 $ 1,180,000
Net Realized Investment Gain 750,000
Earned Premiums 755,000 1,853,000 1,941,000
----------- ----------- -----------
Segment Total Revenues $ 2,601,000 $ 3,396,000 $ 3,121,000
=========== =========== ===========
Underwriting Recoveries (Expenses) 10,531,000 (2,628,000) (7,926,000)
----------- ----------- -----------
SEGMENT TOTAL RECOVERIES (EXPENSES) 10,531,000 (2,628,000) (7,926,000)
=========== =========== ===========
Income (Loss) Before Taxes $13,132,000 $ 768,000 $(4,805,000)
=========== =========== ===========
Actuarial analysis of Physicians' loss reserves as of September 30, 2001
concluded that Physicians' reserves against future claims were significantly
greater than the actuary's projections of future claims payments. This was due
to favorable trends in both the "frequency" (number) and "severity" (size) of
claims. Accordingly, Physicians took down $11.2 million of excess reserves in
the fourth quarter of 2001.
Medical professional liability insurance segment revenues were $2.6 million
in 2001, compared to $3.4 million in 2000, and $3.1 million in 1999.
Investment income was $1.1 million in 2001, $1.5 million in 2000, and $1.2
million in 1999. The principal reason for the variation in investment income
from year to year is fluctuation in the amount of fixed-income securities held
in the portfolio and the prevailing level of interest rates.
The $750,000 net realized investment gain in 2001 principally represented a
$731,000 realized gain on the redemption of all units held in the Rydex URSA
mutual fund. The Rydex URSA Fund is designed to deliver a return which is the
inverse of the return on the S&P 500 Index. The investment was originally
acquired in 1995 when Physicians had greater exposure to listed stocks, and was
accounted for under SFAS No. 115. In 1996, we recorded a pre-tax provision of
$4.7 million for other-than-temporary impairment of this investment as the rise
in the S&P 500 Index had caused a corresponding decline in the value of the
Rydex URSA Fund. In 2000 and the first four months of 2001, the S&P 500 Index
declined sharply, which led to a corresponding increase in the price of the
Rydex URSA Fund. When we redeemed the investment in 2001, this resulted in a
gain because the sales proceeds exceeded the basis of the investment, which had
been written down in 1996.
Although Physicians is in "run off" and no longer writing premiums, earned
premium does arise, for example, from "swing rated" reinsurance, where the
reinsurance premiums we pay are recalculated based on loss experience (i.e.,
number and size of claims). Under GAAP, reinsurance is recorded in the earned
premium line. Earned premiums of $755,000 were recorded in 2001, which primarily
reflects a reduction in the amount of reinsurance we need to pay in line with
the reduction in our claims reserves during 2001. Similarly, earned premiums of
$1.9 million were recorded in both 2000 and 1999.
Underwriting expenses consist of loss and loss adjustment expense and other
operating expenses.
35
In 2001, the segment reported a $10.5 million underwriting recovery, as an
$11.2 million reduction in reserves more than offset regular loss and loss
adjustment expense and operating expenses for the year. Combined with $2.6
million in segment revenues, this resulted in segment income of $13.1 million.
In 2000, after underwriting expenses of $2.6 million, which included a $1.1
million net increase in reserves, segment income of $768,000 was recorded. In
addition, reserves increased by $7.5 million due to the elimination of reserve
discount included in the cumulative effect of change in accounting principle.
The elimination of discounting did not affect the segment in 2000, but resulted
in a $5 million after-tax charge to income, which is shown in the "Cumulative
Effect of Change in Accounting Principle" line in our Consolidated Statement of
Operations. See Note 21 of Notes to Consolidated Financial Statements,
"Cumulative Effect of Change in Accounting Principle." Until December 31, 1999,
we discounted our medical professional liability claims reserves to reflect the
fact that some claims will not be paid until future years, but funds from the
corresponding premiums can be invested in the meantime. In each quarter until
December 31, 1999, a portion of this discount was removed and recognized as an
expense called "reserve discount accretion." From January 1, 2000, we ceased
discounting our reserves to be consistent with the accounting treatment in our
statutory financial statements, where discounting was not permitted after
December 31, 1999.
In 1999, underwriting expenses were $7.9 million. This included a pre-tax
charge to increase shareholderPhysicians' loss reserves by $5 million, or $3.8 million
after discounting to reflect the time value of money. The addition to claims
reserves was based upon actuarial analysis which indicated some deterioration of
Physicians' loss experience in most coverage years, resulting in a greater than
expected liability to pay claims. At that time, Physicians was receiving a
higher than expected number of claims, which was compounded by the fact that
many of the claims were for smaller than expected amounts. This meant that a
greater proportion of each claim fell below our reinsurance deductible (i.e.,
the initial part of each claim which is not covered by reinsurance), so
Physicians had to pay a greater proportion of each claim, and could not recover
as much as previously anticipated from reinsurance. The negative effect of the
increased number of claims exceeded the positive effect of the smaller average
amount claimed. Medical professional liability operations reported a $4.8
million loss in 1999.
At December 31, 2001, medical professional liability reserves totaled $34.9
million, net of reinsurance, compared to $51.6 million net of reinsurance at
December 31, 2000. At December 31, 1999, medical professional liability reserves
were $53.7 million, net of reinsurance and discount.
MEDICAL PROFESSIONAL LIABILITY INSURANCE--LOSS AND LOSS EXPENSE RESERVES
Year Ended December 31,
------------------------------------------------------------
2001 2000 1999
------------- ------------- -------------
Direct Reserves $40.6 million $58.6 million $81.6 million
Ceded Reserves (5.7) (7.0) (20.4)
Discount of Net Reserves (7.5)
------------- ------------- -------------
Net Medical Professional Liability Insurance Reserves $34.9 million $51.6 million $53.7 million
============= ============= =============
Significant fluctuations in reserve levels can occur based upon a number of
variables used in actuarial projections of ultimate incurred losses and loss
adjustment expenses. See "Risk Factors."
LONG TERM HOLDINGS
Year Ended December 31,
--------------------------------------------
2001 2000 1999
------------ ------------ ------------
LONG TERM HOLDINGS REVENUES (CHARGES):
Realized Investment Gains (Losses):
On Sale or Impairment of Investments $ (3,531,000) $ (7,784,000) $ (302,000)
SFAS No. 133 Change In Warrants (2,453,000)
Investment Income 1,856,000 1,610,000 723,000
Other 466,000 936,000 2,073,000
------------ ------------ ------------
Segment Total Revenues (Charges) $ (3,662,000) $ (5,238,000) $ 2,494,000
SEGMENT TOTAL EXPENSES (10,097,000) (9,949,000) (11,329,000)
------------ ------------ ------------
LOSS BEFORE INVESTEE INCOME (LOSS) $(13,759,000) $(15,187,000) $ (8,835,000)
Equity Share of Investees' Net Income (Loss) (1,529,000) (1,251,000) (4,015,000)
------------ ------------ ------------
LOSS BEFORE TAXES $(15,288,000) $(16,438,000) $(12,850,000)
============ ============ ============
36
The Long Term Holdings segment recorded negative revenues $3.7 million in
2001, negative revenues of $5.2 million in 2000, and positive revenues of $2.5
million in 1999. Revenues in this segment vary considerably from year to year,
primarily due to fluctuations in net realized gains or losses on the sale of
investments. Investments are not sold on a regular basis, but when the price of
an individual security has significantly exceeded our target, or if there have
been changes which we believe limit further appreciation potential on a
risk-adjusted basis. Consequently, the amount of net realized gains or losses
recognized during any accounting period has no predictive value.
A $6 million net realized investment loss was recorded in 2001. This
included a $2.5 million loss to reflect a decrease in the value of warrants we
own in other companies, principally HyperFeed Technologies, Inc., during 2001.
Following the introduction of Statement of Financial Accounting Standards No.
133, "Accounting For Derivative Instruments and Hedging Activities," we are now
required to recognize changes in the estimated fair value of warrants (before
taxes) during an accounting period through the Consolidated Statement of
Operations for that period. In addition, although this did not affect the
segment, a change in accounting principle had the cumulative effect of reducing
income by $981,000 to reflect the after-tax decline in the estimated fair value
of warrants during the period from the acquisition of the various warrants
through to December 31, 2000. See Note 4 of Notes to Consolidated Financial
Statements, "Investments." In addition, we recorded a $500,000 write-off of the
remaining carrying value of the loan to MKG Enterprises, and charges for
other-than-temporary impairment of $2.1 million in SIHL (see the SIHL section of
the "Company Summary, Recent Developments and Future Outlook" portion of Item
7), and $888,000 in Solpower. Solpower Corporation is a development stage
company, which was one of the final Alternative Investments discussed in Item 1.
Given the duration of the decline in value in this stock, in the absence of
factors indicating otherwise, led us to determine that the decline is
other-than-temporary. Accordingly, we reduced the basis of the investment to its
market value at December 31, 2001. Charges other-than-temporary impairment do
not affect shareholders' equity, or book value per share.
In 2000, a net realized loss of $7.8 million was incurred. This primarily
represented a $4.6 million loss on the sale of Conex, a $2.5 million write-down
of the loan to MKG Enterprises, and $161,000 in provisions for
other-than-temporary impairment in the value of an international equity
security. In addition, we recognized a $526,000 loss when a former employee
exercised an option which required PICO to sell existing shares in Vidler for
less than current book value. When PICO acquired Vidler in the merger with
Global Equity Corporation, call options had already been granted to certain
employees over existing shares in Vidler. All of these call options have now
been exercised.
On September 8, 2000, PICO sold its investment in Conex, representing
approximately 83% of Conex's issued common stock, for a nominal sum. Conex's
principal asset was a 60% interest in Guizhou Jonyang Machinery Industry
Limited, a joint venture which manufactures wheeled and tracked hydraulic
excavation equipment in the Guizhou province of the People's Republic of China.
Despite significant restructuring efforts, improved product quality, and
domestic market share of over 90% for wheeled excavators, the joint venture was
unable to achieve profitability.
In 1999, net realized losses of $302,000 were recorded. This primarily
represented net realized gains of approximately $3.2 million from the sale of
securities, primarily from the Company's European portfolio, and $670,000 from
the sale of property, which were partially offset by the $3.2 million write-down
of an oil and gas investment. In addition, we recorded charges for
other-than-temporary impairment of $609,000 in Raetia Energy and $319,000 in an
unrelated international equity security, primarily due to the extent and
duration of the decline in market price. Raetia Energy is a Swiss public
company, which is a producer of hydro-electricity. The 1999 charge reduced
our basis in Raetia Equity to approximately $2.1 million, being its market value
at December 31, 1999. Charges for other-than-temporary impairment do not affect
shareholders' equity, or book value per share.
In this segment, investment income includes interest on cash and short term
fixed-income investments, and dividends from long term holdings. Investment
income totaled $1.9 million in 2001, compared to $1.6 million in 2000, and
$723,000 in 1999. In 2001, investment income was $246,000 higher than in 2000,
principally due to the receipt of $391,000 in dividends from AOG in 2001 after
AOG had not paid a dividend in 2000. The $887,000 increase in investment income
from 1999 to 2000 was primarily due to interest revenue earned on the proceeds
from the rights offering in the first quarter of 2000, and a $405,000 increase
in the dividend from Jungfraubahn year over year.
Other revenues were $466,000 in 2001, $936,000 in 2000, and $2.1 million in
1999.
The principal expenses recognized in this segment are PICO's corporate
overhead and operating expenses from SISCOM and, in 2000 and 1999, Conex. In
2001, segment expenses were $10.1 million, compared to $9.9 million in 2000, and
$11.3 million in 1999.
37
In 2001, segment expenses included a $2.3 million provision against the
principal and accrued interest on two loans receivable from Dominion Capital
Pty. Limited. As disclosed in the Long Term Holdings section of Item 7 in our
2000 Form 10-K, PICO made short term advances to Dominion Capital Pty. Limited,
a private Australian company. The advances consisted of two loans, which were
due to be repaid in 2001. The assets collateralizing the loans include real
estate in Australia. We have instituted legal proceedings in Australia to
realize on the collateral and to obtain additional legal remedies, if required.
Given the delays and uncertainties inherent in the legal process and in
realizing on the collateral, we have fully provided against the principal and
accrued interest on both loans. The other principal components of segment
expenses were parent company overhead of $4.8 million, and SISCOM expenses of
$1.7 million.
In 2000, segment expenses include a $2.3 million operating loss from Conex
for the period prior to its sale, and a $1.6 million operating loss from SISCOM.
For 1999, segment expenses include a $1.8 million operating loss from Conex, and
a $672,000 operating loss from SISCOM.
PICO's equity share of investees' income (loss) represents our proportionate
share of the net income (loss) and other events affecting equity in the
investments which we carry under the equity method, less any dividends received
from those investments. In 2001, an equity share of investees' loss of $1.5
million was recorded, compared to equity shares of investees' losses of $1.3
million in 2000, and $4 million in 1999. Here is a summary of the principal
investments which we accounted for under the equity method in each of the past
three years:
------------------------------------------------------------------------------------------------------------
2001 2000 1999
------------------------------------------------------------------------------------------------------------
HyperFeed HyperFeed HyperFeed
Conex - until August 1, 1999
Conex's sino-foreign joint Conex's sino-foreign joint venture
venture -
until September 8, 2000
------------------------------------------------------------------------------------------------------------
The Long Term Holdings segment produced a loss before taxes of $15.3 million
in 2001, compared to a $16.4 million loss in 2000 and a $12.9 million loss in
1999.
The 2001 segment loss includes investment income and other revenues of $2.3
million, which were more than offset by the $2.5 million SFAS No. 133 loss, the
$3.5 million realized investment loss, the $1.5 million equity share of
investees' losses, and segment expenses of $10.1 million.
In 2000, the segment loss included equity income of $1.3 million and
investment income and other revenues of $2.5 million. These were more than
offset by segment expenses of $9.9 million, the $7.8 million in realized losses
described above, and the equity share of investees' losses of $13 million.
In 1999, the segment loss included $302,000 in net realized losses and $2.8
million in investment income and other revenues, which were more than offset by
segment expenses of $11.3 million and a $4 million equity share of investees'
loss.
LIQUIDITY AND CAPITAL RESOURCES -- YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
PICO Holdings, Inc. is a diversified holding company. Our assets primarily
consist of investments in businesses whichour operating subsidiaries, investments in other
public companies, marketable securities, and cash and cash equivalents. On a
consolidated basis, the Company believeshad $17.4 million in cash and cash equivalents
at December 31, 2001, compared to $13.6 million at December 31, 2000.
Our cash flow position fluctuates depending on the requirements of our
operating subsidiaries for capital, and activity in our investment portfolios.
Our primary sources of funds include cash balances, cash flow from operations,
the sale of investments, and -- potentially -- the proceeds of borrowings or
offerings of equity and debt. We endeavor to ensure that funds are always
available to take advantage of new investment opportunities.
38
In broad terms, the cash flow profile of our principal operating
subsidiaries is:
- - During the company's investment and development phase, Vidler Water
Company, Inc. utilized cash to purchase properties with significant water
rights, to construct improvements at the Vidler Arizona Recharge Facility,
to maintain and develop existing assets, to pursue applications for water
rights, and to meet financing and operating expenses. During this period,
other group companies provided financing to meet Vidler's on-going expenses
and to fund capital expenditure and the purchase of additional
water-righted properties.
Vidler's water-related assets began to generate significant cash flow in
the first quarter of 2001. As commercial use of these assets increases, we
expect that Vidler will start to generate free cash flow as receipts from
leasing water or storage and the proceeds from selling land and water
rights begin to overtake maintenance capital expenditure, financing costs,
and operating expenses. As water lease and storage contracts are signed, we
anticipate that Vidler may be able to monetize some of the contractual
revenue streams, which could potentially provide another source of funds;
- - Nevada Land & Resource Company, LLC is actively selling land which has
reached its highest and best use, and is not part of PICO's long-term
utilization plan for the property. Nevada Land's principal sources of cash
flow are the proceeds of cash sales, and collections of principal and
interest on sales contracts where Nevada Land has provided vendor
financing. Since these receipts and other revenues exceed Nevada Land's
operating costs, Nevada Land is generating strong positive cash flow which
provides funds to finance other group activities;
- - Sequoia Insurance Company is currently generating positive cash flow from
increased written premium volume. Shortly after a policy is written, the
premium is collected and the funds can be invested for a period of time
before they are required to pay claims. Free cash flow generated by Sequoia
is being deployed in the company's investment portfolio;
- - Citation Insurance Company has ceased writing business and is "running off"
its existing claims reserves. Investment income more than covers Citation's
operating expenses. Most of the funds required to pay claims are coming
from the maturity of fixed-income investments in the company's investment
portfolio and recoveries from reinsurance companies; and
- - As the "run off" progresses, Physicians Insurance Company of Ohio is
obtaining funds to pay operating expenses and claims from the maturity of
fixed-income securities, the realization of investments, and recoveries
from reinsurance companies.
The Departments of Insurance in Ohio and California prescribe minimum
levels of capital and surplus for insurance companies, and set guidelines for
insurance company investments. PICO's insurance subsidiaries structure the
maturity of fixed-income securities to match the projected pattern of claims
payments; however, it is possible that fixed-income and equity securities may
occasionally need to be sold at unfavorable times when the bond market and/or
the stock market are depressed.
As shown in the Consolidated Statements of Cash Flow, there was a $3.7
million net increase in cash and cash equivalents in 2001, compared to a $23.1
million net decrease in 2000.
During 2001, Operating Activities used cash of $3.9 million. Operating
Activities used cash of $17.3 million in 2000, and $23.5 million in 1999. The
most significant cash inflow in 2001 was $9.4 million in total receipts from the
sale of water rights and land in the Harquahala Valley. The principal uses of
cash were claims payments by our insurance subsidiaries and operating expenses
in all three years.
In 2001, Investing Activities generated cash of $9 million. The most
significant cash inflow was $10.2 million from the sale of part of our interest
in Semitropic. Significant cash outflows included the investment of $3.5 million
in Sihl, a Swiss public company, and $941,000 in AOG. Most of the remaining
Investing Activities cash flow represents activity in the investment portfolios
of our insurance companies:
- - Sequoia Insurance Company, which is the only insurance company writing new
business, has been realigning its bond portfolio through the purchase of
high quality corporate bonds with 5 to 10 years to maturity, utilizing the
proceeds from the sale of bonds with lower yields to maturity; and
- - the "run off" insurance companies, Physicians and Citation, structuring
their fixed-income portfolios to match the projected pattern of claims
payouts, utilizing the proceeds of maturing fixed-income securities, the
sale of investments, and investment income.
In addition, Vidler and Nevada Land invested $7.5 million in high quality
corporate bonds with less than 1 year to maturity to maximize the return on the
proceeds of land and water rights sales.
39
Investing Activities used $55.4 million of cash in 2000. Most of the
Investing Activities cash flow represents activity in the investment portfolios
of our insurance companies, where the proceeds of cash and cash equivalents and
maturing fixed-income securities were reinvested in longer-dated corporate bonds
and, to a lesser extent, in small-capitalization value stocks. In addition,
Vidler made a $2.3 million payment related to the Semitropic Water Banking and
Exchange Program.
In 1999, Investing Activities used $20.2 million of cash. This primarily
represented the purchase of additional shares in Jungfraubahn and AOG, and the
$2.3 million Semitropic payment.
Financing Activities used $1.8 million of cash in 2001. Vidler paid off
approximately $2.9 million in non-recourse borrowings collateralized by the farm
properties in the Harquahala Valley Irrigation District which it sold to
Allegheny. Global Equity SA took on an additional $1.9 million of Swiss
Franc-denominated borrowings to help finance the acquisition of investments in
Swiss public companies, principally Sihl.
In 2000, there was a $49.5 million cash inflow from Financing Activities,
principally due to the rights offering which raised $49.8 million in new equity
capital during the first quarter. Financing Activities resulted in a $8.4
million net inflow in 1999, as Swiss franc borrowings to finance part of PICO's
portfolio of European value stocks raised $6.1 million, the exercise of PICO
warrants provided $2.9 million, and the purchase of treasury stock used
$292,000.
At December 31, 2001, PICO had no significant commitments for future
capital expenditures, other than in the ordinary course of business.
PICO is committed to maintaining Sequoia's capital and statutory surplus at
a minimum of $7.5 million. At December 31, 2001, Sequoia had approximately $29.3
million in capital and statutory surplus. PICO also aims to maintain Sequoia's
A.M. Best rating at or above its present "A-" (Excellent) level. At some time in
the future, this may require the injection of additional capital.
SUPPLEMENTARY DISCLOSURES
At December 31, 2001:
- - PICO had no "off balance sheet" financing arrangements;
- - PICO has not provided any debt guarantees; and
- - PICO has no commitments to provide additional collateral for financing
arrangements. PICO's Swiss subsidiary, Global Equity SA, has Swiss Franc
borrowings which partially finance the Company's European stock holdings.
If the market value of those stocks declines below certain levels, we could
be required to provide additional collateral or to repay a portion of the
Swiss Franc borrowings.
See Note 15 of Notes To Consolidated Financial Statements, "Commitments and
Contingencies."
40
RISK FACTORS
In addition to the risks and uncertainties discussed in the preceding
sections of "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and elsewhere in this document, the following risk
factors should be considered carefully in evaluating PICO and its business. The
statements contained in this Form 10-K/A that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Exchange
Act, including statements regarding our expectations, beliefs, intentions, plans
or strategies regarding the future. All forward-looking statements included in
this document are based on information available to us on the date thereof, and
we assume no obligation to update any such forward-looking statements.
BECAUSE OUR OPERATIONS ARE DIVERSE, ANALYSTS AND INVESTORS MAY NOT BE ABLE TO
EVALUATE OUR COMPANY ADEQUATELY, WHICH MAY NEGATIVELY INFLUENCE OUR SHARE PRICE
PICO is a diversified holding company with operations in land and related
water rights and mineral rights; water rights and water storage; property and
casualty insurance; medical professional liability insurance; and other
long-term holdings. Each of these areas is unique, complex in nature, and
difficult to understand. In particular, water rights is a developing industry
within the western United States with very little historical data, very few
experts and a limited following of analysts. Because we are so complex, analysts
and investors may not be able to adequately evaluate our operations, and PICO in
total. This could cause them to make inaccurate evaluations of our stock, or to
overlook PICO, in general. These factors could have a negative impact on the
trading volume and price of our stock.
IF WE DO NOT SUCCESSFULLY LOCATE, SELECT AND MANAGE INVESTMENTS AND ACQUISITIONS
OR IF OUR INVESTMENTS OR ACQUISITIONS OTHERWISE FAIL OR DECLINE IN VALUE, OUR
FINANCIAL CONDITION COULD SUFFER
We invest in businesses that we believe are undervalued or that will
benefit from additional capital, restructuring of operations or improved
competitiveness through operational efficiencies.
Failures and/or declines in the market values of businesses we invest in or
acquire, as well as our failure to successfully locate, select and manage
investment and acquisition opportunities, could have a material adverse effect
on our business, financial condition, the results of operations and cash flows.
Such business failures, declines in market values, and/or failure to
successfully locate, select and manage investments and acquisitions could result
in inferior investment returns compared to those which may have been attained
had we successfully located, selected and managed new investments and
acquisition opportunities, or had our investments or acquisitions not failed or
declined in value. We could also lose part or all of our investments in these
businesses and experience reductions in our net income, cash flows, assets and
shareholders' equity.
We will continue to make selective investments, and endeavor to enhance and
realize additional value to these acquired companies through our influence and
control. This could involve the restructuring of the financing or management of
the entities in which we invest and initiating and facilitating mergers and
acquisitions. Any acquisition could result in the use of a significant portion
of our available cash, significant dilution to you, and significant
acquisition-related charges. Acquisitions may also result in the assumption of
liabilities, including liabilities that are unknown or not fully known at the
time of the acquisition, which could have a material adverse effect on us.
We do not know of any reliable statistical data that would enable us to
predict the probability of success or failure of our investments, or to predict
the availability of suitable investments at the time we have available cash. You
will be relying on the experience and judgment of management to locate, select
and develop new acquisition and investment opportunities. Sufficient
opportunities may not be found and this business strategy may not be successful.
We have made a number of investments in the past that have been highly
successful, and we have also made investments that have lost money. Further
details of the realized and unrealized gains and losses can be found in the
accompanying consolidated financial statements (see notes 1, 3 and 4) and
Item 7 in this 10-K/A.
Our ability to achieve an acceptable rate of return on any particular
investment is subject to a number of factors which are beyond our control,
including increased competition and loss of market share, quality of management,
cyclical or uneven financial results, technological obsolescence, foreign
currency risks and regulatory delays.
Our investments may not achieve acceptable rates of return and we may not
realize the value of the funds invested; accordingly, these investments may have
to be written down or sold at their then-prevailing market values.
41
We may not be able to sell our investments in both private and public
companies when it appears to be advantageous to do so and we may have to sell
these investments at a discount. Investments in private companies are not as
marketable as investments in public companies. Investments in public companies
are subject to prices determined in the public markets and, therefore, values
can vary dramatically. In particular, the ability of the public markets to
absorb a large block of shares offered for sale can affect our ability to
dispose of an investment in a public company.
We may acquire shares of stock in U.S. public companies that are not
registered with the SEC, and we may not be able to register the stock during our
period of ownership. Accordingly, this may affect our ability to dispose of an
investment in a public company or achieve the full market price quoted by the
stock exchange that the particular stock is listed on.
To successfully manage newly acquired companies, we must, among other
things, continue to attract and retain key management and other personnel. The
diversion of the attention of management from the day-to-day operations, or
difficulties encountered in the integration process, could have a material
adverse effect on our business, financial condition, and the results of
operations and cash flows.
WE MAY MAKE INVESTMENTS AND ACQUISITIONS THAT MAY YIELD LOW OR NEGATIVE RETURNS
FOR AN EXTENDED PERIOD OF TIME, WHICH COULD TEMPORARILY OR PERMANENTLY DEPRESS
OUR RETURN ON INVESTMENTS
We generally make investments and acquisitions that tend to be long term in
nature. We invest in businesses that we believe to be undervalued or may benefit
from additional capital, restructuring of operations or management or improved
competitiveness through operational efficiencies with the Company'sour existing operations.
This business strategy has only recently been implemented.We may not be able to develop acceptable revenue streams and investment returns.
We may lose part or all of our investment in these assets. The Companynegative impacts
on cash flows, income, assets and shareholders' equity may be deemed to be controlled by Guinness Peat Group plc ("GPG"), a
strategic investment company domiciled in London, England. GPG is a publicly
held company with its shares listed on the London, Australia and New Zealand
stock exchanges.
PICO was incorporated in 1981 and began operations in 1982. Its
principal executive office is located at 875 Prospect Street, Suite 301, La
Jolla, California 92037, and its telephone number is (619) 456-6022.
SUBSIDIARIES
Unless otherwise indicated, each subsidiary is directlytemporary or
indirectly
wholly-owned by PICO. The Company's operating subsidiaries and their
principal subsidiaries or affiliates are as follows:
CITATION INSURANCE COMPANY ("CIC").
CIC writes commercial property and casualty insurance in Arizona,
California, Colorado, Nevada and Utah. CIC has also written Workers Compensation
insurance, however, the Company is currently in the process of selling off that
line of business through a transfer to and sale of its wholly-owned subsidiary,
Citation National Insurance Company ("CNIC"). CNIC is licensed in California and
is not currently writing any new business. See "Recent Developments."
SUMMIT GLOBAL MANAGEMENT, INC. ("SUMMIT").
Summit is a Registered Investment Advisor that offers investment
management services to clients throughout the United States. Summit is
wholly-owned by Physicians.
PHYSICIANS INSURANCE COMPANY OF OHIO ("PHYSICIANS").
Physicians, an Ohio licensed insurance corporation, operates primarily
as a diversified investment and insurance company. Its operations and those of
its direct and indirect subsidiaries include strategic investing, investment
management, life insurance and property and casualty
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4
insurance. Physicians has been licensed as a property and casualty insurer by
the Ohio Department of Insurance ("Ohio Department") since 1976 and is also
licensed by the Kentucky Department of Insurance. Disclosure in this section
regarding the business of "Physicians" includes all operations of its
subsidiaries.
PHYSICIANS' SUBSIDIARIES AND AFFILIATED COMPANIES.
SEQUOIA INSURANCE COMPANY ("SEQUOIA"). Sequoia is a
California-domiciled insurance company licensed to write insurance coverage for
property and casualty risks within the state of California. Sequoia writes
business through approximately 75 independent agents and brokers covering risks
located primarily within northern and central California. Although multiple line
underwriting is conducted and at one time or another all major lines of property
and casualty insurance except workers' compensation and ocean marine have been
written, Sequoia has, over the past few years, transitioned from writing
primarily personal lines of business (automobile, homeowners, etc.) to
commercial lines.
AMERICAN PHYSICIANS LIFE INSURANCE COMPANY ("APL"). APL offers critical
illness insurance through Survivor Key policies as well as other life and health
insurance products. APL is wholly owned by Physicians Investment Company
("PIC"), a wholly-owned subsidiary of Physicians.
THE PROFESSIONALS INSURANCE COMPANY ("PRO"). Pro is an Ohio domiciled
insurance company first licensed to write property and casualty insurance in
Ohio in 1979. It is also licensed in Kentucky, West Virginia and Wisconsin.
CLM INSURANCE AGENCY, INC. ("CLM"). CLM, purchased on July 1, 1995, is
a California insurance agency which places insurance with California insurers,
including Sequoia.
GLOBAL EQUITY CORPORATION ("GEC"). Physicians owns 38.2% of GEC, a
Canadian international investment banking corporation. Set forth below are the
names and respective jurisdictions of incorporation of certain direct and
indirect subsidiaries of GEC, all of which are wholly owned except for Forbes
Ceylon Limited ("Forbes Ceylon") which was 51% owned as of December 31, 1996.
The following list includes, but is not limited to, all subsidiaries the total
assets of which constituted more than 10% of the consolidated assets of GEC as
at December 31, 1996 or the total revenues of which constituted more than 10% of
the consolidated revenues of GEC during fiscal 1996. GEC owns approximately 13%
of PICO as of December 31, 1996.
JURISDICTION
OF
SUBSIDIARY INCORPORATION
---------- -------------
Direct
Forbes & Walker Securities Limited ................................ Canada
Forbes & Walker (USA) Inc. ........................................ Delaware
Indirect
Forbes Ceylon Limited ............................................. Sri Lanka
Forbes & Walker International Limited ............................. Barbados
Forbes & Walker Limited ........................................... Sri Lanka
Vidler Water Company, Inc. ........................................ Colorado
Subsidiaries of GEC are either holding companies or inactive, with the
exception of Forbes & Walker Securities Limited ("F&WSL"), which continues to be
a broker and a member of the Toronto Stock Exchange ("TSE"); Forbes & Walker
Limited ("Forbes & Walker"), which was acquired by GEC on October 21, 1993;
Forbes Ceylon, a Colombo Stock Exchange ("CSE") listed company, which completed
an approximate Cdn. $66 million initial public offering in the fall of 1994 and
is an investment holding company; and Vidler Water Company, Inc. ("Vidler"),
which acquires and manages water-related assets that was
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5
acquired on November 14, 1995. The other subsidiaries may be utilized in the
future in furtherance of the international investment banking, asset management
or corporate finance activities of GEC.
HISTORY OF THE COMPANY
RECENT MERGER.
On November 20, 1996, Citation Holdings, Inc., an Ohio corporation
("Sub"), merged with and into Physicians, (the "Merger") pursuant to an
Agreement and Plan of Reorganization (the "Merger Agreement") dated as of May 1,
1996, as amended by and among Citation Insurance Group, Physicians and Sub.
Pursuant to the Merger, each outstanding share of Class A Common Stock of
Physicians (the "Physicians Stock") was converted into the right to receive
5.0099 shares of PICO's Common Stock. As a result, (i) the former shareholders
of Physicians owned approximately 80% of the outstanding Common Stock of PICO
immediately after the Merger and controlled the Board of Directors of PICO and
(ii) Physicians became a wholly owned subsidiary of PICO. Pursuant to the Merger
Agreement, PICO also assumed all outstanding options to acquire Physicians
Stock.
As a result of the Merger, the business and operations of Physicians
became a substantial majority of the business and operations of the Company.
Effective upon the Merger, PICO's name, which was previously "Citation
Insurance Group" was changed to "PICO Holdings, Inc." and the Nasdaq symbol for
the Company's stock was changed from "CITN" to "PICO."
PHYSICIANS
Physicians was incorporated under the laws of Ohio in September 1976
and was licensed by the Ohio Department in December 1976. Physicians was formed
with the sponsorship of the Ohio State Medical Association ("OSMA") to provide
MPL insurance coverage to physicians who were members of the OSMA. Physicians
was formed in response to a then-existing crisis in the MPL insurance
marketplace in Ohio. MPL claims had increased substantially in severity and
frequency. Insurance companies providing MPL coverage responded in some cases by
increasing premiums significantly or even by leaving the marketplace. The OSMA
sought to provide a stable insurance provider for its members in the face of
this volatile MPL marketplace by forming Physicians.
Until 1993, OSMA held shares representing a majority of Physicians'
voting power. Physicians' Code of Regulations also contained the requirement
that three OSMA officers sit on Physicians' Board of Directors and that
Physicians only write MPL insurance for the OSMA members. Physicians secured the
endorsement of its insurance products by the OSMA pursuant to an endorsement
contract.
The strategic direction of Physicians changed in 1993. First,
Physicians repurchased its shares from the OSMA and amended its Code of
Regulations to delete the requirements that three OSMA officers sit on
Physicians' Board. The MPL product endorsement was terminated and the three
Physicians directors who were affiliated with the OSMA resigned as directors.
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6
Additionally in 1993, Physicians was approached by an investor who
could provide a significant capital infusion. Physicians sold 1,428,571
newly-issued and authorized shares of Physicians stock, representing, at that
time, 32% of Physicians' voting power, for $5 million to GPG, a London-based
strategic investment company. At that same time, four designees of GPG (Messrs.
Broadbent, whose term expired in 1995, Langley and Hart and Dr. Weiss) were
elected to Physicians' Board. GPG subsequently purchased from Physicians $3.0
million of additional shares of Physicians Stock, thereby increasing GPG's
equity stake in Physicians. In May and June 1996 GPG sold a total of 850,000
shares of Physicians to GEC (which converted into 4,258,415 shares of PICO
pursuant to the Merger).
During 1995, there was another overall shift in the strategic direction
of Physicians. As discussed further below, Physicians sold its recurring MPL
business, purchased a property and casualty insurance company in California
(Sequoia) which does not write MPL insurance and made a significant investment
in GEC which operates primarily as an international investment company.
Physicians' objective is to use its resources and those of its subsidiaries and
affiliates to increase shareholder value through investments in businesses which
Physicians believes are undervalued or will benefit from additional capital,
restructuring of operations or management, or improved competitiveness through
operational efficiencies with existing Physicians operations. This business
strategy has only recently been implemented.
4
7
On March 7, 1995, Physicians executed the Stock Purchase Agreement with
Sydney Reinsurance Corporation ("SRC") to acquire all of the outstanding stock
of SRC's wholly-owned subsidiary, Sequoia, a property and casualty insurance
company incorporated under the laws of California in 1946 and licensed to write
insurance in California. Sequoia provides light commercial and multiperil
insurance in northern and central California through an independent agency
system. The acquisition price of $1,350,000 was paid in cash on August 1, 1995.
Physicians initially capitalized Sequoia with $2.6 million in paid-in
capital and an additional $5.9 million in paid-in surplus. Subsequently,
Physicians has contributed an additional $11.8 million to Sequoia to cover 1995
net losses, to strengthen Sequoia for purposes of maintaining or improving
Sequoia's "B++" (Very Good) Best rating and its NAIC risk-based capital ratio,
and to provide capital for growth.
All policy and claims liabilities of Sequoia prior to closing are the
responsibility of SRC and have been unconditionally and irrevocably guaranteed
by QBE Insurance Group Limited, an Australian corporation of which SRC
indirectly is a wholly-owned subsidiary. Physicians is required to maintain a
minimum surplus in Sequoia of $7.5 million and, through a management agreement,
is supervising the run-off of SRC's liabilities. As part of the management
agreement, Physicians was reimbursed for certain expenses incurred in the
servicing of the business existing prior to closing. Since its acquisition by
Physicians, Sequoia has continued to write light commercial and multiperil
insurance in northern and central California.
On July 14, 1995, Physicians and PRO entered into an Agreement for the
Purchase and Sale of Certain Assets (the "Mutual Agreement") with Mutual
Assurance Inc. ("Mutual"). This transaction was approved by Physicians'
shareholders on August 25, 1995 and closed on August 28, 1995. Pursuant to the
Mutual Agreement, Physicians sold the recurring professional liability insurance
business and related liability insurance business for physicians and other
health care providers (the "Book of Business") of Physicians and PRO. Physicians
and PRO were engaged in, among other things, the business of offering MPL
insurance and related insurance to physicians and other health care providers
principally located in Ohio. Mutual acquired the Book of Business in
consideration of the payment of $6.0 million, plus interest at a rate of 6% per
annum from July 1, 1995 until the date of closing, or an aggregate of $6.1
million.
Simultaneously with execution of the Mutual Agreement, Physicians and
Mutual entered into a Reinsurance Treaty pursuant to which Mutual agreed to
assume all risks attaching after July 15, 1995 under medical professional
liability insurance policies issued or renewed by Physicians on physicians,
surgeons, nurses, and other health care providers, dental practitioner
professional liability insurance policies including corporate and professional
premises liability coverage issued by Physicians, and related commercial general
liability insurance policies issued by Physicians (the "Policies"), net of
inuring reinsurance. The premium payable to Mutual for such reinsurance is an
amount equal to 100% of the premiums paid to Physicians, net of inuring
reinsurance, on the Policies subject to a ceding commission equal to the sum of
(i) the commissions payable by Physicians, to agents procuring the Policies;
(ii) Mutual's allocable share of Physicians' premium taxes or franchise taxes,
whichever is lower; and (iii) Mutual's allocable share of any guaranty fund
assessment against Physicians with respect to premiums paid on the Policies.
Physicians and PRO have reinsured a portion of the insurance written
prior to July 16, 1995 with unaffiliated reinsurers and 100% of the insurance
written between July 16, 1995 and January 1, 1996 with Mutual. Subject to such
reinsurance, Physicians and PRO remain primarily liable to policyholders.
As part of the Mutual Agreement, Physicians and PRO agreed not to sell
the following insurance products for a period of five years ending August 27,
2000, in any state in which Physicians, PRO or Mutual was licensed to offer MPL
insurance products as of August 28, 1995: professional liability insurance for
physicians, surgeons, dentists, hospitals, ambulatory surgical clinics, and
other health care providers (collectively, "Health Care Providers"); reinsurance
for insurers writing professional liability insurance for such Health Care
Providers; comprehensive general liability insurance for Health Care Providers;
stop loss insurance for Health Care Providers who have contracted to provide
health care services at a fixed rate; and managed care liability insurance
providing coverage for liability arising from errors and omissions of a managed
care organization, for the vicarious liability of a managed care organization
for acts and omissions by contracted and employed providers, and for liability
of directors and officers of a managed care organization.
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Physicians will continue to administer the runoff of claims on policies
written or renewed prior to July 16, 1995. Physicians estimates based upon
actuarial indications that approximately 75% of Physicians' claim liabilities
will be paid out within five years.
In 1983, Physicians incorporated Summit and subsequently registered it
with the SEC as an investment adviser. Summit was inactive from 1990 through
1994, and in January 1995, Summit was reactivated. In addition to its
registration with the SEC, Summit is registered as an investment adviser in
California, Florida, Kansas, Louisiana, Oregon, Virginia and Wisconsin. Summit
maintains an office in California. Funds under management are approximately $400
million, most of which are funds which Summit is managing on behalf of
Physicians and its subsidiaries and affiliates. Summit provides an opportunity
for Physicians to be further diversified and will provide fee based revenues.
Since February 1995, Summit has provided investment management services to
Physicians and its insurance subsidiaries. Summit also offers its services to
other individuals and institutions.
On September 5, 1995, Physicians purchased 21,681,084 common shares of
GEC for $34.4 million in cash. GEC is a Canadian corporation which has its
offices in Toronto, Canada. GEC is a publicly-held corporation and is listed on
the TSE and The Montreal Exchange under the symbol "GEQ." Physicians' purchase
amounted to 38.2% of GEC's outstanding common shares. GEC operates primarily as
an international investment company. GEC currently owns 4,258,415 shares of
PICO's outstanding Common Stock.
Immediately prior to the Merger, Physicians operated in five industry
segments: property and casualty insurance, life and health insurance, portfolio
investing, MPL insurance and other. MPL insurance was written by Physicians and
its wholly-owned subsidiary, PRO, an Ohio corporation organized in 1979.
Physicians and PRO sold MPL insurance to physicians, dentists, nurses and other
allied health care professionals. Physicians and PRO discontinued writing MPL
insurance at the end of 1995, but continue to administer the adjustment of
claims and the investment of related assets for policies in force prior to July
16, 1995. Physicians conducted and continues to conduct its life and health
insurance business through APL, an Ohio-domiciled life insurer which was formed
in 1978. In July 1993, APL began aggressively marketing a critical illness
policy which Physicians and APL believe is unique to the U.S. market. The
portfolio investing segment was engaged in principally by Physicians. Property
and casualty operations were conducted by Sequoia. The Company's other
operations consisted primarily of Summit's investment adviser operations. In the
future, other segments will continue to be conducted by Summit and may also be
conducted by other subsidiaries of Physicians. The property and casualty
insurance segment was engaged in by Sequoia, which Physicians acquired on August
1, 1995.
In addition to PRO, PIC, APL, Summit and Sequoia, at December 31, 1996,
Physicians had five wholly-owned subsidiaries, none of whose current operations
are material to the financial position of the Company. CLM Insurance Agency,
Inc. ("CLM") was purchased by Physicians on July 1, 1995. CLM brokers insurance
in California for Sequoia and other unaffiliated companies. Raven Development
Company was incorporated in Ohio in 1981 as a real estate development
corporation. It is currently involved in one development in central Ohio but is
in the process of withdrawing from the real estate development industry. Medical
Premium Finance Company ("MPFC") was incorporated in Ohio to conduct insurance
premium finance business. MPFC ceased writing new loans effective September 30,
1994, and became totally dormant as of October 1, 1995. S.M.B. Financial
Planning, Inc. ("SMB") is an Ohio corporation acquired in 1983 to provide
financial planning services. SMB has not been operating for the past five years.
CITATION.
The following describes the history of PICO, which was previously known
as "Citation Insurance Group" prior to the Merger. All references to "CIG" are
references to PICO as it existed prior to the Merger. CIG was a holding company
principally engaged in writing workers' compensation and commercial property and
casualty insurance through its wholly-owned subsidiaries, CIC and CNIC. Citation
refers to CIG and its subsidiaries, excluding Citation General Insurance Company
(CGIC) as they existed before the Merger. CGIC, a wholly-owned subsidiary of
CIG, was placed into conservation in July 1995 by the State of California.
Citation had effectively written off its investment in CGIC in November, 1994.
6
9
CIC has historically specialized in providing workers' compensation
coverage for California businesses and, more recently, in Arizona, Colorado and
Utah.
In October 1989, CIC entered the commercial property and casualty
business. Since that time, CIC has underwritten general liability and property
insurance for small and medium-sized businesses with uniform risk
characteristics and coverage needs. CIC typically provides general liability,
theft, inland marine, property, glass and incidental products liability
coverage. Commercial auto and umbrella liability are written for accounts where
CIC writes other lines of business.
In October 1993, CIG completed the acquisition of Madison Capital, Inc.
and its subsidiaries ("Madison") for which CIG issued 2,158,545 shares of its
common stock and paid $3,650,000 to the former shareholders of Madison in
exchange for all of the issued and outstanding stock of Madison. Madison was
merged with and into CIG and Madison's former wholly-owned subsidiaries, The
Canadian Insurance Company of California, California Consumers Insurance Company
and Madison Acceptance Corporation, became wholly-owned subsidiaries of CIG. In
February 1994, the names of The Canadian Insurance Company of California and
California Consumers Insurance Company were changed to Citation General
Insurance Company, (CGIC), and Citation National Insurance Company (CNIC),
respectively.
CGIC and CNIC specialized in insuring accounts in commercial
property-oriented business classifications, including investment properties,
retail operations, restaurants, wholesale distribution operations and other
service-related businesses. Until October 1994 they also provided coverage for
artisan contractors.
Madison Acceptance Corporation ("MAC") is licensed by the California
Department of Corporations as an industrial loan company empowered to transact
premium financing in California. MAC does not presently conduct premium
financing operations.
During 1994, Citation increased CGIC's loss reserves and, in the third
quarter of 1994, the increase in CGIC's loss reserves aggregated approximately
$6.2 million. These increases were due primarily to re-evaluation of potential
losses related to construction defect claims emanating from CGIC's artisan
contractor policies written in years prior to the merger. Subsequent to the
third quarter loss reserve increases, Citation notified the California
Department of Insurance (the "California Department") that the cumulative effect
of these increases brought CGIC below the minimum surplus required by the State.
Citation began working with the Department to formulate a plan for resolving the
situation. Based upon discussions with the Department regarding the possible
conservation of CGIC, Citation concluded that its control over CGIC had become
temporary and, as a result, has accounted for the results of CGIC on the equity
method since November 1994, resulting in a write off of its remaining investment
in CGIC of $4.2 million at that date. At that time, CGIC and CNIC stopped
writing any new business.
In February 1995, Citation reached an agreement in principle with the
Department regarding CGIC. Under the terms of the agreement, an inter-company
pooling reinsurance agreement between CGIC and CNIC was commuted effective
September 30, 1994. In addition, CNIC transferred approximately $1.1 million of
securities into a contingency fund for potential further development of CGIC's
loss reserves associated with accident years 1990 to 1994 during which time the
inter-company pooling agreement was in effect. Further, CIG agreed to pay
$600,000 in cash to CGIC and transfer its 25% ownership of CIG's Costa Mesa
property to CGIC. As a result of this agreement CIG recorded a liability for the
cost of the disposition of CGIC, which includes the above described payments and
transfers which, when combined with its write off of its investment in CGIC,
resulted in a $6.7 million charge to Citation's operating results in 1994.
Further, CIC agreed to acquire the in-force book of business of CGIC for
approximately $1.7 million, which amount was accrued as a liability of Citation
and recorded as an other asset at December 31, 1994.
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10
During July 1995, CGIC was placed into conservation by the State of
California, effectively transferring control of CGIC's assets to the California
Department. In August 1995, CGIC was placed into liquidation by the State of
California.
On November 30, 1995, CIG contributed all of the capital stock of CNIC
to CIC. This transaction increased the paid in and contributed surplus of CIC by
$5,303,731. CNIC has been essentially inactive since mid-December 1994.
In February 1994, Citation entered the personal automobile insurance
business in California by offering low limit policies marketed through a
Managing General Agent. Primarily as a result of poor operating results in this
line, Citation decided in early 1995 to withdraw from this business and focus on
its primary business segments i.e., workers' compensation and commercial
property and casualty.
CIC is currently licensed to write business in Arizona, California,
Colorado, Hawaii, Nevada, New Mexico and Utah and is currently writing business
in Arizona, California, Colorado, Nevada and Utah. CNIC is licensed in
California.
RECENT DEVELOPMENTS.
In November 1996, Physicians purchased a $2.5 million convertible
debenture from PC Quote, Inc. Physicians currently owns approximately 30% of PC
Quote, Inc.'s outstanding shares. PC Quote, Inc. is an electronic provider of
real-time securities quotations and news.
In January 1997, CIC entered into a letter of intent to sell its
workers compensation business to an unaffiliated insurance company.
On April 14, 1997, GEC and PICO entered into an agreement for the
purchase of Nevada Land and Resource Company, LLC, owner of approximately
1,365,000 acres of deeded land in Northern Nevada, for a total purchase price
of $53.7 million. The closing date is scheduled for April 23, 1997.
OPERATIONS.
The Company operates in five industry segments, portfolio investing,
property and casualty insurance, life and health insurance, MPL and other.
Physicians discontinued writing MPL insurance at the end of 1995 but continues
to administer the adjustment of claims and the investment of related assets.
Citation is currently negotiating for the sale of its workers compensation
operations, principally due to recent changes in California regulations with
regard to rating of policies and to better utilize capital and concentrate on
the synergies of the property and casualty insurance businesses common to both
Sequoia and Citation. There can be no assurance that Citation will be successful
in selling the workers compensation operations on favorable terms, if at all.
PORTFOLIO INVESTING OPERATIONS
In late 1994, Physicians began the process of changing its strategic
direction from the operation of an MPL insurance business to investing in
businesses which PICO believes are undervalued or will benefit from additional
capital, restructuring of operations or management or improved competitiveness
through operational efficiencies with existing PICO operations. Accordingly, in
January 1995, Physicians reactivated its investment advisory subsidiary, Summit,
in August 1995 Physicians acquired Sequoia and entered new lines of property and
casualty insurance, in September 1995 Physicians purchased 38.2% of GEC, a
Canadian corporation active in international investment banking, agricultural
services, water rights, and other businesses and in 1996 Physicians acquired
control of Citation pursuant to the Merger. Due to the Company's limited
experience in the operation of the businesses of each of these subsidiaries,
which currently constitute a substantial portion of the Company's operations,
there can be no assurance as to the future operating results of the Company or
the recently acquired businesses of the Company.
8
11
The Company will continue topermanent. We make selective investments for the purpose of enhancing and realizing
additional value by means of appropriate levels of shareholder influence and
control. This couldmay involve the restructuring of the financing or management of the
entities in which the Company investswe invest and initiating andor facilitating mergers and
acquisitions. This business strategyThese processes can consume considerable amounts of time and
resources. Consequently, costs incurred as a result of these investments and
acquisitions may exceed their revenues and/or increases in their values for an
extended period of time until we are able to develop the potential of these
investments and acquisitions and increase the revenues, profits and/or values of
these investments. Ultimately, however, we may not be able to develop the
potential of these assets that we anticipated.
IF MEDICAL MALPRACTICE INSURANCE CLAIMS TURN OUT TO BE GREATER THAN THE RESERVES
WE ESTABLISH TO PAY THEM, WE MAY NEED TO LIQUIDATE CERTAIN INVESTMENTS IN ORDER
TO SATISFY OUR RESERVE REQUIREMENTS
Under the terms of our medical malpractice liability policies, there is an
extended reporting period for claims. Under Ohio law, the statute of limitations
is one year after the cause of action accrues. Also, under Ohio law, a person
must make a claim within four years; however, the courts have determined that
the period may be longer in situations where the insured could not have
reasonably discovered the injury in that four-year period. Claims of minors must
be brought within one year of the date of majority. As a result, some claims may
be reported a number of years following the expiration of the medical
malpractice liability policy period.
Physicians Insurance Company of Ohio has established reserves to cover
losses on claims incurred under the medical malpractice liability policies
including not only recentlythose claims reported to date, but also those that may have
been implemented, however,incurred but not yet reported. The reserves for losses are estimates based
on various assumptions and, it is not reflected in accordance with Ohio law, were discounted to
reflect the time value of money for years prior years'
financial statements, norto 2000. These estimates are
based on actual and industry experience and assumptions and projections as to
claims frequency, severity and inflationary trends and settlement payments. In
accordance with Ohio law, Physicians Insurance Company of Ohio annually obtains
a certification from an independent actuary that its reserves for losses are
adequate. Physicians Insurance Company of Ohio also obtains a concurring
actuarial opinion. Due to the financial statements indicative of possible
results of this new business strategyinherent uncertainties in the future. Shareholdersreserving process,
there is a risk that Physicians Insurance Company of Ohio's reserves for losses
could prove to be inadequate. This could result in a decrease in income and
shareholders' equity. If we underestimate our reserves, they could reach levels
which are lower than required by law.
Reserves are provisions that we make to pay insurance claims. We strive to
establish a balance between maintaining adequate reserves to pay claims while at
the same time using our cash resources to invest in new companies.
42
IF WE UNDERESTIMATE THE AMOUNT OF INSURANCE CLAIMS, OUR FINANCIAL CONDITION
COULD BE MATERIALLY MISSTATED AND OUR FINANCIAL CONDITION COULD SUFFER
Our insurance subsidiaries may not have established reserves adequate to
meet the ultimate cost of losses arising from claims. It has been, and will
continue to be, relyingnecessary for our insurance subsidiaries to review and make
appropriate adjustments to reserves for claims and expenses for settling claims.
Inadequate reserves could have a material adverse effect on the experience and judgment of the Company's management to locate,
select and develop new acquisition and investment opportunities. There can be no
assurance that sufficient opportunities will be found or that thisour business,
strategy will be successful. Failure to successfully implement this strategy may
negatively impact the business and
financial condition, and the results of operations of the Company.
Application of Physicians' new strategy since 1995 has resulted in a
greater concentration of equity investments held by Physicians, and consequently, the Company. Market values of equity securities are subject to
changes in the stock market, which maycash flows. Inadequate
reserves could cause the Company's shareholders' equityour financial condition to fluctuate from period to period. At times,period
and cause our financial condition to appear to be better than it actually is for
periods in which insurance claims reserves are understated. In subsequent
periods when we discover the Companyunderestimation and pay the additional claims, our
cash needs will be greater than expected and our financial results of operations
for that period will be worse than they would have been had our reserves been
accurately estimated originally.
The inherent uncertainties in estimating loss reserves are greater for some
insurance products than for others, and are dependent on:
- - the length of time in reporting claims;
- - the diversity of historical losses among claims;
- - the amount of historical information available during the estimation
process;
- - the degree of impact that changing regulations and legal precedents may
come to hold
securitieshave on open claims; and
- - the consistency of companiesreinsurance programs over time.
Because medical malpractice liability and commercial casualty claims may
not be completely paid off for which no market exists or which mayseveral years, estimating reserves for these
types of claims can be subject to
restrictions on resale.more uncertain than estimating reserves for other types
of insurance. As a result, periodically, a portionprecise reserve estimates cannot be made for several
years following the year for which reserves were initially established.
During the past several years, the levels of the Company's
assetsreserves for our insurance
subsidiaries have been very volatile. We have had to significantly increase and
decrease these reserves in the past several years.
Significant increases in the reserves may not be readily marketable.
INSURANCE.
PREMIUMS.
The following table showsnecessary in the total net premiums written (gross
premiums less premiums ceded pursuant to reinsurance treaties) by line of
business by the Company and its subsidiaries for the periods indicated as
reported in financial statements filed with the Ohio Departmentfuture, and
the California Department using statutory accounting principles:
NET PREMIUMS WRITTEN
BY LINE OF BUSINESS
1996 1995 1994
------- ------- -------
(IN THOUSANDS)
Property and Casualty............................. $35,757 $10,755
Medical Professional Liability.................... 28 11,824 $ 7,130
------- ------- -------
Total Property and Casualty Premiums... 36,785 22,579 7,130
------- ------- -------
Life and Health:
Individual:
Life................................... 1,232 1,122 826
Health................................. 74 86 87
Annuity................................ 2,665 1,480 1,721
Group:
Life................................... 449 475 551
Health................................. 82 274 2,578
Annuity................................ 921 462 818
------- ------- -------
Total Life and Health Insurance Premiums.......... 5,423 3,899 6,581
------- ------- -------
Total Premiums......................... $42,208 $26,478 $13,711
======= ======= =======
Physicians experienced significant declineslevel of reserves for our insurance subsidiaries may be volatile in MPL net premiums written
over the
period described. Net premiums equal direct premiums plus assumed
premiums, minus premiums ceded under reinsurance treaties. The amountfuture. These increases or volatility may have an adverse effect on our
business, financial condition, and the results of reinsurance assumed by Physicians over the years has been negligible. However,
direct MPL premiums written have declined significantly, from $28.0 million in
9
12
1994 to $22.6 million in 1995operations and to $0.2 million in 1996. Additionally, MPL
premiums ceded under reinsurance treaties have varied greatly from year to year.
See "-- Reinsurance." APL's premium writings have also declined significantly
since 1994, mostly as a result of exiting the group health insurance business in
mid-1994. Interest in APL's critical illness policy, Survivor Key, has been less
than expected and not enough to offset the decline in health premiums.
Nevertheless, premiums received for this product have increased in recent
quarters. Sequoia's property and casualty premium writings are included only for
the period August 1 through December 31, 1995 and for all of 1996. Citation's
premiums are included only for the period after November 20, 1996.cash flows.
THE PROPERTY AND& CASUALTY INSURANCE Three of the Company's subsidiaries, Sequoia, CIC and CNIC underwrite
property and casualty insurance in California and, to a lesser extent in
Arizona, Colorado, Nevada and Utah.
Sequoia is licensed to write insurance in California and is represented
by approximately 75 independent insurance agents and by Physicians' wholly-owned
subsidiary insurance agency, CLM. Sequoia writes primarily light commercial and
multiperil insurance in northern and central California. Sequoia's principal
sources of premium production represent farm insurance and small to medium-sized
commercial accounts, most of which are located outside of large urban areas. A
small amount of earthquake coverage is provided, either as an endorsement to an
existing insurance policy or as a result of participation in a state-mandated
pool. Most business is written at independently filed rates.
CIC underwrites general liability and property insurance for small and
medium-sized businesses, including restaurants, hotels and motels, retail
stores, owners of small commercial centers, and until October 1994, artisan
contractors, with uniform risk characteristics and coverage needs. CIC targets
specific types of accounts within predetermined business classifications
containing certain characteristics including low potential for loss severity, no
long delay between loss occurrence and loss reporting, and a relatively short
and uncomplicated claim settlement process. CIC typically provides general
liability, theft, inland marine, property, glass, commercial automobile,
incidental products liability coverage and umbrella liability. CIC sells
policies through approximately 400 independent producers located in its
operating territories.
Net earned premiums, incurred losses and corresponding loss ratio
(excluding LAE) for Sequoia and Citation for 1996 were (dollars in thousands)
$31,399, $13,908 and 44.3%, respectively.
Shown in the table below are results of Sequoia only by line of
business.
1996
------------------------------------------
NET
PREMIUMS NET LOSSES NET LOSS
EARNED INCURRED* RATIO*
-------- ---------- --------
(DOLLARS IN THOUSANDS)
Fire................................ $ 75 $ 70 93.3%
Allied lines........................ 37 14 37.8
Homeowners multiperil............... 87 (131) --
Commercial multiperil............... 14,495 7,343 50.7
Inland marine....................... -- 30 --
Earthquake.......................... 117 31 26.5
Other liability..................... 913 (890) --
Auto liability...................... 6,760 4,094 80.6
Auto physical damage................ 3,770 1,672 44.4
-------- --------
Total.................... $ 26,254 $ 12,233 46.6%
======== ========
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* Net losses incurred and net loss ratios shown exclude LAE.
The underwriting staffs of Sequoia, CIC, and CNIC (the "P & C Insurance
Group") are solely responsible for the ultimate acceptance, underwriting and
pricing of applications for commercial insurance. Premium pricing levels are
based on a variety of factors, including industry historical loss costs,
anticipated loss costs, acceptable profit margins and anticipated operating
expenses.
The objective of pricing structures in all product lines is to provide
sufficient funds to pay all costs of policy issuance and administration, premium
taxes and losses and related claims handling expenses and provide a profit
margin as well. Because pricing structures are based on estimates of future loss
patterns developed from historical information and because losses and expenses
may differ substantially from estimates, product pricing may ultimately prove
inadequate. Factors causing inadequate rates may include catastrophic losses or
a lack of correlation between the loss forecast for the market and that
applicable to the customers which actually purchase the policies. In addition,
if underlying statistical information understates the value of known claims,
forecasts may understate prospective claims patterns.
The P & C Insurance Group's policy is to settle valid claims promptly
and equitably. The P & C Insurance Group employs claim technicians, located in
various locations throughout California, to administer the claim settlement
process. It is the P & C Insurance Group's policy to limit the number of claims
assigned to each technician, based in part on the complexity of the individual
claims. It is also the P & C Insurance Group's policy that the most experienced
technicians handle the most complex claims. In general, claims in litigation are
the most complex and require the most experienced personnel.
The Company's claim staff, working closely with claim department
supervisors, may retain independent adjusters, appraisers and defense counsel,
based on the nature of the claim. In addition, the P & C Insurance Group has
implemented procedures and programs to detect and investigate claim fraud and
believes that, to date, these programs have resulted in substantial savings
relative to the claimed amounts involved.
Sequoia has expended considerable effort and expense in streamlining
and reordering its operations in the latter part of 1995 and in 1996. Computer
systems have been developed to facilitate decentralization of underwriting and
claims adjusting functions. As a result, in May 1996, Sequoia terminated its
home office lease agreement and entered into a short-term lease arrangement for
substantially less office space at a nearby location. This may result in a
significant savings to Sequoia over time and provides greater flexibility for
the future.
The P & C Insurance Group has emphasized the development and
maintenance of information and processing systems for use in all areas of its
business. Management believes that its information and processing systems enable
the Insurance Group to compete effectively through enhanced policyholder
services, efficient underwriting, claim support systems, reduced processing
costs and timely management information. In addition, CIC's systems are not
dependent on specific hardware vendors, thereby providing it with greater
control over hardware costs and flexibility in terms of operating hardware. An
internally integrated software system has been designed for the processing of
CIC's workers' compensation and commercial property and casualty business,
including automated policy issuance and claim processing.
CIC's claim function has been supported by its on-line automated claim
system, which has been internally developed and refined over several years.
CNIC's claims functions have been integrated into CIC's automated system and are
being supported by this system. Utilizing this system, claim technicians have
on-line, direct access to all claim files through their own computer terminal.
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CIC and Sequoia collect premiums either by direct billing or producer
billing. Sequoia has recently developed its own direct billing system and began
utilizing this system for all new and renewal policies, thereby eliminating its
reliance on the outside service vendor. The workers' compensation direct billing
program is supported by CIG's in-house automated system.
CIC, CNIC and Sequoia each write property and casualty insurance
policies. Most of CIC's, CNIC's and Sequoia's net premiums are attributable to
property and casualty.BUSINESS IS CYCLICAL, WHICH COULD HINDER OUR
ABILITY TO PROFIT FROM THIS INDUSTRY IN THE FUTURE
The property and casualty insurance industry has been highly cyclical,cyclical.
Pricing is a function of many factors, including the capacity of the property
and thecasualty industry has been inas a cyclical downturn over the last
several years due primarilywhole to premium rate competition, which has resulted in
lower profitability. Premium rate levels are related to the availability of
insurance coverage, which varies according to the level ofunderwrite business, create policyholders'
surplus in the
industry.and generate positive returns on their investment portfolios. The level
of surplus in the industry varies with returns on invested capital and
regulatory barriers to withdrawal of surplus. Increases in surplus have
generally been accompanied by increased price competition among property and
casualty insurers. During the late 1990's, the industry was in a cyclical
downturn, due primarily to competitive pressures on pricing, which resulted in
lower profitability for our property and casualty insurance operations. In 2000
and 2001, competitive pressures began to ease and pricing began to improve,
which is referred to as a hardening market.
The cyclical trends in the industry and the industry's profitability can
also be affected significantly by volatile and unpredictable developments, including natural
disasters, (such as hurricanes, windstorms,
earthquakes and fires), fluctuations in interest rates, and other changes in the investment
environment which affect market prices of insurance companies'
investments and the income generated
from those investments, inflationaryinvestments. Inflationary pressures that affect the size of losses and
judicialcourt decisions affectingaffect insurers' liabilities. The demand for propertyThese trends may adversely affect
our business, financial condition, the results of operations and casualty insurance can also vary
significantly, generally rising as the overall level of economic activity
increasescash flows by
reducing revenues and falling as such activity decreases.
Workers' Compensation
Workers' compensation is a no-fault statutory system, which requires an
employer to provide its employees with medical care, disability payments and
other specified benefits for work-related injuries or illnesses. Employers
typically purchase workers' compensation insurance to provide these benefits,
which are statutorily established. CIC currently writes workers compensation
policies, however, the Company has entered into a letter of intent to sell its
workers compensation business. See "- Recent Developments."
MPL
Prior to the sale of the MPL insurance business in August 1995,
Physicians and PRO sold only MPL coverage. Physicians and PRO were representedprofit margins, by approximately 40 independent insurance agents and by Physicians' wholly-owned
subsidiary insurance agency, PICO Insurance Agency, Inc. While Physicians and
PRO were licensed collectively in the states of Ohio, Kentucky, Michigan, West
Virginia and Wisconsin, MPL coverage was actively sold only in Ohio and
Kentucky. Physicians and PRO continue to administer the adjustmentincreasing ratios of claims and
expenses to premiums, and by decreasing cash receipts. Capital invested in our
insurance companies may produce inferior investment returns during periods of
downturns in the investment of related assets for policies written or renewed prior to July
16, 1995.
Life and Health
APL is represented on a commission basis by approximately 400
independent agents, some of whom may also be licensed with other unaffiliated
companies. APL, an Ohio-domiciled life insurer, has written life, annuity and
group health insurance since its inception in 1978. In July, 1993, APL began
marketing a critical illness policy which APL believed was unique to the U.S.
market. In the face of heightened competition for group health insurance and to
concentrate on the Survivor Key product, on July 1, 1994, APL ceased writing
group, health and dental coverages with the exception of the Physicians Group
Plans, which were terminated in March 1996. To date, response to APL's critical
illness policy, Survivor Key, has been less than expected but is increasing. See
"Management Discussion and Analysis of Financial Condition and Results of
Operations."
Liabilities for Unpaid Loss and Loss Adjustment Expenses
Liabilities for unpaid loss and LAE are estimated based upon actual and
industry experience, and assumptions and projections as to claims frequency,
severity and inflationary trends and settlement
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payments. Such estimates may vary from the eventual outcome. The inherent
uncertainty in estimating reserves is particularly acute for lines of business
for which both reported and paid losses develop over an extended period of time.
Several years or more may elapse between the occurrence of an insured
MPL, workers' compensation or casualty loss, the reporting of the loss and the
final payment of the loss. Loss reserves are estimates of what an insurer
expects to pay claimants, legal and investigative costs and claims
administrative costs. The Company's subsidiaries are required to maintain
reserves for payment of estimated losses and loss adjustment expense for both
reported claims and claims which have occurred but have not yet been reported
("IBNR"). Ultimate actual liabilities may be materially more or less than
current reserve estimates.
Reserves for reported claims are established on a case-by-case basis.
Loss and loss adjustment expense reserves for IBNR are estimated based on many
variables including historical and statistical information, inflation, legal
developments, the regulatory environment, benefit levels, economic conditions,
judicial administration of claims, general trends in claim severity and
frequency, medical costs and other factors which could affect the adequacy of
loss reserves. Management reviews and adjusts IBNR reserves regularly.
The liabilities for unpaid losses and LAE for Physicians, PRO, Sequoia,
CIC and CNIC, (the "Combined Insurance Group") were $252.0 million in 1996,
$229.8 million in 1995 and $180.7 million in 1994, net of discount on MPL
reserves. Of those amounts, the liabilities for unpaid loss and LAE of prior
years increased by $2.3 million in 1996 and $3.2 million in 1995 and decreased
by $12.7 million in 1994. These changes in reserves for prior years reserves
werecycle due to the following:
1996 1995 1994
------ ------ -------
(Decrease) in provision for prior year claims....................... $ (2.6) $ (0.3) $ (19.6)
Retroactive reinsurance............................................. (2.4) (7.6)
Accretion of reserve discount....................................... 4.9 5.9 14.5
------ ------ -------
Net increase (decrease) in liabilities for unpaid loss
and LAE of prior years.................................. $ 2.3 $ 3.2 $ (12.7)
====== ====== =======
See schedule in Note 12 of Notes to the Company's Consolidated
Financial Statements for additional information regarding reserve changes.
Although the Combined Insurance Group's reserves are certified annually
by independent actuaries as required by state law, significant fluctuations in
reserve levels can occur based upon a number of variables used in actuarial
projections of ultimate incurred losses and LAE.
Significant changes in estimates of MPL reserves occurred at year end
1994. In part in 1993, but to a greater extent in 1994, data indicated projected
occurrence frequency had stabilized and projected severity was lower based on
current data. Both incurred and paid development methods reflected more stable
and internally consistent results which were lower than 1992 levels (and, in
1994, lower than 1993 levels). Given that all methods at December 31, 1994
affirmed the early signals of improvement in 1993, projected ultimate incurred
losses and LAE were adjusted for the prior years. Excess loss layers (losses
greater than $200,000) were more significantly impacted because the
aforementioned improvement in basic limits projections flows into the excess
loss projection estimation process and was supplemented by a more thorough study
of excess loss levels that also indicated favorable development for this layer
of exposure (Physicians' excess experience was determined to be more favorable
relative to prior indications). In combination, these changes across all
coverage types
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16
(basic and excess limits; occurrence, claims-made and tail) resulted in the
large reduction in ultimates at December 31, 1994 versus ultimates at December
31, 1993 shown in the roll-forward of reserves schedule in Note 12 of Notes to
the Company's Consolidated Financial Statements.
Physicians' liability for unpaid MPL losses and LAE is discounted to
reflect investment income as permitted by the Ohio Department. The method of
discounting is based upon historical payment patterns and assumes an interest
rate at or below Physicians' investment yield, and is the same rate used for
statutory reporting purposes. Prior to 1994, direct and assumed MPL reserves
were discounted at a rate of 7.5% for 1987 and prior accident years, 5.5% for
the 1988 accident year, 5% for accident years 1989, 1990 and 1991, and 4% for
the 1992 and 1993 accident years. In 1994, Physicians lowered its discount rate
to 4% for all accident years resulting in a cumulative effect of a change in
accounting principle of $4.1 million.
All members of the P & C Insurance Group seek to reduce the loss that
may arise from individually significant claims or other events that cause
unfavorable underwriting results by reinsuring certain levels of risk with other
insurance carriers.
In 1994, Physicians entered into a specific excess reinsurance treaty
covering $3.0 million of losses in excess of the $2.0 million retention after a
one-time deductible of an aggregate $3.0 million of losses in excess of $2.0
million on losses incurred during the period January 1, 1992 through June 30,
1993. The $1.6 million of premiums paid under this treaty has been accounted for
as a deposit. Physicians entered into two other treaties in 1994. One treaty
covers $800,000 of losses in excess of the $200,000 retention and the other
treaty covers $4.0 million of losses in excess of $1.0 million. Both treaties
cover policies issued or renewed after July 1, 1993, and contain elements of
retroactive and prospective risk transfers. The effects on reserves of the
accounting for the retroactive portions of these treaties under SFAS No. 113 are
shown in the table above.
Reconciliation of Unpaid Loss and Loss Adjustment Expenses
An analysis of changes in the liability for unpaid loss and LAE for
1994, 1995 and 1996 is set forth in Note 12 of Notes to the Company's
Consolidated Financial Statements.
ANALYSISreduced profitability.
STATE REGULATORS COULD REQUIRE CHANGES TO OUR CAPITALIZATION AND/OR TO THE
OPERATIONS OF LOSS AND LOSS ADJUSTMENT EXPENSE DEVELOPMENT
The following table presents the development of balance sheet
liabilities for 1986 through 1996 for all property and casualty line of business
including MPL. The "Net liability as originally estimated" line shows the
estimated liability for unpaid losses and LAE recorded at the balance sheet date
on a discounted basis for each of the indicated years. Reserves for other lines
of business that Physicians ceased writing in 1989, which are immaterial, are
excluded. The "Gross liability as originally estimated" represents the estimated
amounts of losses and LAE for claims arising in all prior years that are unpaid
at the balance sheet date on an undiscounted basis, including losses that had
been incurred but not reported.
Year Ended December 31
----------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991
(in thousands)
Net Liability as originally estimated: $ 77,041 $ 104,495 $ 109,435 $ 126,603 $128,104 $129,768
Discount 31,915 35,146 37,100 36,806 30,230 30,647
Gross liability as originally estimated: 108,956 139,641 146,535 163,409 158,334 160,413
Cumulative payments as of:
One year later 27,975 35,339 27,229 43,725 42,488 42,986
Two years later 62,794 61,228 69,335 84,463 81,536 81,489
Three years later 84,278 96,680 105,274 110,291 108,954 103,505
Four years later 112,830 123,254 122,589 128,737 120,063 120,073
Five Years later 130,606 135,034 136,454 135,170 126,100 127,725
Six years later 139,479 144,405 138,907 138,912 130,146
Seven years later 146,440 145,589 140,451 141,854
Eight years later 147,452 145,733 141,641
Nine years later 147,895 145,431
Ten years later 148,151
Liability re-estimated as of:
One year later 133,028 149,426 148,847 162,653 160,200 188,811
Two years later 142,201 145,432 148,932 162,371 179,915 184,113
Three years later 152,705 149,243 154,177 176,123 172,715 174,790
Four years later 150,504 152,427 165,596 169,488 170,847 177,811
Five years later 152,873 158,868 163,676 171,532 171,968 172,431
Six years later 152,209 160,414 165,996 170,873 165,255
Seven years later 157,366 164,727 166,144 167,341
Eight years later 162,547 164,893 161,328
Nine years later 162,212 160,683
Ten years later 160,250
Cumulative Redundancy (Deficiency) $ (51,294) $ (21,042) $ (14,793) $ (3,932) $ (6,921) $(12,018)
RECONCILIATION TO FINANCIAL STATEMENTS:
Gross Liability - end of year
Reinsurance recoverable
Net liability - end of year
Net discount
Discounted net liability-end of year
Discounted reinsurance recoverable
Discontinued personal lines insurance
Balance sheet liability (discounted)
Gross re-estimated liability - latest
Re-estimated recoverable - latest
Net re-estimated liability - latest
Net re-estimated discount - latest
Discounted net re-estimated liability - latest
Gross cumulative redundancy (deficiency)
Year Ended December 31
-------------------------------------------------------------------
1992 1993 1994 1995 1996
(in thousands)
Net Liability as originally estimated: $ 159,804 $ 179,390 $ 153,212 $136,915 $164,672
Discount 31,269 32,533 20,144 16,568 12,217
Gross liability as originally estimated: 191,073 211,923 173,356 153,483 176,889
Cumulative payments as of:
One year later 41,550 34,207 35,966 27,128
Two years later 73,012 69,037 61,263
Three years later 103,166 90,904
Four years later 116,278
Five Years later
Six years later
Seven years later
Eight years later
Nine years later
Ten years later
Liability re-estimated as of:
One year later 197,275 183,560 170,411 147,324
Two years later 179,763 184,138 163,472
Three years later 182,011 175,308
Four years later 176,304
Five years later
Six years later
Seven years later
Eight years later
Nine years later
Ten years later
Cumulative Redundancy (Deficiency) $ 14,769 $ 35,615 $ 9,884 $ 6,159
RECONCILIATION TO FINANCIAL STATEMENTS:
Gross Liability - end of year 203,237 248,951 266,320
Reinsurance recoverable (29,881) (95,467) (89,431)
--------- -------- --------
Net liability - end of year 173,356 153,483 176,889
Net discount (20,144) (16,568) (12,217)
--------- -------- --------
Discounted net liability-end of year 153,212 136,915 164,672
Discounted reinsurance recoverable 26,303 91,697 86,174
--------- -------- --------
179,515 228,612 250,846
Discontinued personal lines insurance 1,176 1,185 1,178
--------- -------- --------
Balance sheet liability (discounted) 180,691 229,797 252,024
========= ======== ========
Gross re-estimated liability - latest 191,267 239,805
Re-estimated recoverable - latest (27,795) (92,481)
--------- --------
Net re-estimated liability - latest 163,472 147,324
Net re-estimated discount - latest (9,932) (11,687)
--------- --------
Discounted net re-estimated liability - latest 153,540 135,837
========= ========
Gross cumulative redundancy (deficiency) 9,884 6,159
Each decrease or (increase) amount includes the effects of all changes
in amounts during the current year for prior periods. For example, the amount of
the redundancy related to losses settled in 1989, but incurred in 1986, will be
included in the decrease or (increase) amount for 1986, 1987 and 1988.
Conditions and trends that have affected development of the liability in the
past may not necessarily occur in the future. For example, Physicians commuted
reinsurance contracts in several different years that significantly increased
the estimate of net reserves for prior years by reducing the recoverable loss
and LAE reserves for those years. Accordingly, it may not be appropriate to
extrapolate future increase or decreases based on this table.
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The data in the above table is based on Schedule P from the Combined
Insurance Group's 1986 to 1996 Annual Statements, as filed with state insurance
departments; however, the development table above differs from the development
displayed in Schedule P, Part-2, as Schedule P, Part-2 excludes unallocated LAE.
LOSS RESERVE EXPERIENCE. The inherent uncertainties in estimating loss
reserves are greater for some insurance products than for others, and are
dependent on the length of the reporting tail associated with a given product,
the diversity of historical development patterns among various aggregations of
claims, the amount of historical information available during the estimation
process, the degree of impact that changing regulations and legal precedents may
have on open claims, and the consistency of reinsurance programs over time,
among other things. Because MPL, workers' compensation and commercial casualty
claims may not be fully paid for several years or more, estimating reserves for
such claims can be more uncertain than estimating reserves in other lines of
insurance. As a result, precise reserve estimates cannot be made for several
years following a current accident year for which reserves are initially
established.
There can be no assurance that the insurance subsidiaries in the
Combined Insurance Group and APL have established reserves adequate to meet the
ultimate cost of losses arising from such claims. It has been necessary, and
will over time continue to be necessary, for the insurance companies to review
and make appropriate adjustments to reserves for estimated ultimate losses, LAE,
future policy benefits, claims payables and annuity and other policyholder
funds. To the extent reserves prove to be inadequate, the insurance companies
would have to adjust their reserves and incur a charge to earnings, which could
have a material adverse effect on the financial results of the Company.
REINSURANCE
MPL
Prior to July 16, 1995, Physicians ceded a portion of the insurance it
wrote to unaffiliated reinsurers through reinsurance agreements. Physicians'
reinsurers for insurance policies with effective dates between July 1, 1993 and
July 15, 1995, were TIG Reinsurance Company (rated A (Excellent) by Best),
Transatlantic Reinsurance Company (rated A+ (Superior) by Best) and Cologne
Reinsurance Company of America (rated A+ (Superior) by Best). Physicians ceded
insurance to these carriers on an automatic basis when retention limits were
exceeded. Physicians retained all risks up to $200,000 per occurrence. All risks
above $200,000, up to policy limits of $5 million, were transferred to
reinsurers, subject to the specific terms and conditions of the various
reinsurance treaties. Physicians remains primarily liable to policyholders for
ceded insurance should any reinsurer be unable to meet its contractual
obligations. Physicians has not incurred any material loss resulting from a
reinsurer's breach or failure to comply with the terms of any reinsurance
agreement. MPL insurance written or renewed after July 15, 1995, was fully
reinsured by Mutual.
PROPERTY AND CASUALTY
CIC has excess of loss reinsurance treaties for its property and
casualty insurance business with Gen Re for policies written on or after October
1, 1991 through December 31, 1993, and primarily with North Star Reinsurance
Corporation, a subsidiary of Gen Re, and Western Atlantic Management
Corporation, a subsidiary of North American Reinsurance Corporation, for
policies written prior to October 1, 1991. For losses that occurred from October
1, 1989 to September 30, 1990 on policies written prior to October 1, 1990, the
reinsurers assume liability on that portion of loss which exceeds $75,000 per
occurrence, up to a maximum of $3.0 million per occurrence for property losses
and up to a maximum of $1.0 million per occurrence for casualty losses. For
losses that occur after September 30, 1990, on policies written prior to October
1, 1991, the maximum coverage for property losses is $2.0 million. For losses
occurring after October 1, 1991 on policies written between October 1, 1991
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and December 31, 1993, the reinsurer assumes liability on that portion of loss
which exceeds $75,000 per occurrence, up to a maximum of $3.0 million per
occurrence for property losses and that portion of loss which exceeds $125,000
per occurrence, up to a maximum of $3.0 million per occurrence for casualty
losses occurring prior to December 31, 1993. CIC obtains facultative reinsurance
for those policies it issues with policy limits above its excess of loss
reinsurance treaties. Currently, the number of such policies is insignificant.
CGIC and CNIC's casualty excess of loss reinsurance treaty through
December 31, 1993 provided $850,000 of coverage in excess of a retention of
$150,000 per auto liability or general liability loss and was placed with
National (75%) and Prudential (25%). Another treaty, placed primarily with
Prudential, provided $3.0 million in additional limits. The $150,000 retention
has been in place since January 1, 1992. Between February 1, 1986, and December
31, 1991, the retention was $100,000. CIG believes that, before February 1,
1986, the CGIC reinsurance program had retentions ranging up to $250,000 per
occurrence.
CGIC and CNIC's property reinsurance program, which covered all
policies incepting before January 1, 1994, is structured as follows:
- A surplus share treaty providing $6.0 million in available limits is
maintained with Prudential (55%) and Munich (45%).
- A property excess of loss treaty provides $450,000 in limits in
excess of a $50,000 per occurrence retention. This treaty is maintained with
National (75%) and Prudential (25%).
- A property catastrophe program, supported by several reinsurers,
provided 95% of $8.5 million in excess of a $1.5 million per occurrence
retention.
- Several facultative reinsurance agreements provide direct access to
as much as $6.0 million in additional reinsurance coverage as needed.
CGIC's and CNIC's commercial umbrella liability treaty was placed with
Prudential for all policies incepting before January 1, 1994. Prudential
reinsures 95% of the first $1.0 million of umbrella coverage and 100% of any
limits purchased above $1.0 million. The maximum limit reinsured under this
treaty is $5.0 million. For higher umbrella limits, facultative reinsurance is
obtained.
CGIC entered into a Stop Loss reinsurance treaty with Scandinavian
Reinsurance Company, Ltd. ("Scandinavian") in 1991. Since CGIC and CNIC had
entered into an intercompany pooling reinsurance agreement, CNIC shared in the
results of this treaty. This treaty, effective November 1, 1991, involved the
transfer of $8.5 million of portfolio investments to Scandinavian in exchange
for $13,175,000 of coverage, including $6.5 million of existing loss and loss
adjustment expense reserves and $6,675,000 of coverage for potential future
adverse development of loss and loss adjustment expense reserves associated with
accident years 1991 and prior. All $6,675,000 was ceded as of December 31, 1991.
Additional limits were purchased during 1992, providing $5.1 million of coverage
for the accident years 1991 and prior. This involved the payment of $3.5 million
in April 1992 representing $3.5 million in existing loss and loss adjustment
expense reserves. All $5.1 million was ceded as of year end 1992. Other
provisions of the treaty permit CGIC and CNIC to purchase additional limits to
protect accident years 1992 through 1995. As of December 31, 1994, CGIC and CNIC
had purchased approximately $2,126,000 of limits for the 1992 accident year, all
of which has been ceded, had purchased approximately $2,182,000 of limits for
the 1993 accident year, all of which has been ceded, and had purchased
approximately $1,950,000 of limits for the 1994 accident year, $1,844,000 of
which has been ceded. The coverage provided by the Stop Loss treaty cannot be
canceled or commuted by the reinsurer. As of December 31, 1996, CNIC has
received payment for all losses ceded to this treaty for
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accident year 1992. CNIC has a letter of credit from the reinsurer for unpaid
losses ceded to this treaty for accident years 1993 and 1994.
Effective January 1, 1994, CIC and CNIC have in place reinsurance
agreements for their property and casualty business. CIC and CNIC have an excess
of loss reinsurance treaties with Gen Re for casualty losses occurring from
January 1, 1995 through December 31, 1995. This treaty provides $5,850,000 of
coverage in excess of $150,000 per occurrence. CIC and CNIC also have an excess
and commercial umbrella liability treaty with American Reinsurance Company which
reinsures 95% of the first $1.0 million of umbrella coverage and 100% of any
limits purchased above $1.0 million, up to $10.0 million. For property losses, a
surplus share treaty providing up to $4.5 million of proportional coverage is
placed with Munich. A property excess of loss treaty with National Re provides
up to $1,350,000 of coverage in excess of $150,000. Facultative reinsurance
agreements with American Re and Munich Re provide coverage of up to an
additional $6.0 million. Property catastrophe reinsurance is provided by several
reinsurers and provides 95% of $8.5 million of coverage in excess of a $1.5
million per occurrence retention.
Effective March 31, 1995, CIC entered into a reinsurance agreement with
National Re to provide coverage for property and casualty losses incurred in
excess of $50,000 per occurrence up to $150,000, at which level CIC's other
reinsurance agreements provide coverage. This reinsurance agreement provides
reinsurance commission income to CIC on the premiums ceded pursuant to the
agreement.
Effective January 1, 1996, CIC cancelled the property and casualty
excess of loss agreement described above with National Re. In addition, CIC and
CNIC cancelled on a run off basis the surplus share treaty with Munich Re and
the pro rata automatic facultative agreements with American Re and Munich Re.
There were no cancellation penalties associated with the cancellation of these
reinsurance contracts. CIC and CNIC have an excess of loss treaty with National
Re for property and casualty loss occurring on or after January 1, 1996. This
treaty provides $4,750,000 of coverage in excess of $250,000 per occurrence. An
automatic facultative agreement with Munich Re provides coverage up to $6.0
million in excess of $5.0 million per occurrence. Property catastrophe
reinsurance, which is provided by several reinsurers, was increased to provide
95% of $18.5 million of coverage in excess of a $1.5 million per occurrence
retention. The commercial umbrella agreement with American Re continues to
provide coverage as described above.
Effective January 1, 1997, CIC cancelled its reinsurance contracts and
replaced them with the following coverages. For policies in force at December
31, 1996 and for policies written with effective dates from January 1, 1997
through February 28, 1997, CIC has reinsurance providing coverage for both
property and casualty business, excluding umbrella coverage, of $4,750,000
excess of $250,000. For policies written with effective dates March 1, 1997 and
after, CIC has the same reinsurance as Sequoia's 1997 reinsurance program which
is outlined as follows. For property business, reinsurance provides coverage of
$10,350,000 excess of $150,000. For casualty business, excluding umbrella
coverage, reinsurance provides coverage of $4,850,000 excess of $150,000.
Umbrella coverages are reinsured $9,900,000 excess of $100,000. The catastrophe
treaties provide coverage of 95% of $19,000,000 excess of $1,000,000 per
occurrence for the combined losses of CIC and Sequoia. Facultative reinsurance
is placed with various reinsurers.
Where the reinsurers are "not admitted" for regulatory purposes, the P
& C Insurance Group presently maintains sufficient collateral with approved
financial institutions to secure cessions of paid losses and outstanding
reserves.
With regard to Sequoia, all policy and claims liabilities prior to
August 1, 1995 have been 100% reinsured with SRC and unconditionally guaranteed
by QBE. Sequoia, however, retains primary responsibility to its policyholders
and claimants should SRC and QBE fail. Sequoia's net retention for both property
and casualty business, excluding umbrella coverage, is $150,000 per risk or
occurrence.
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The working layers provide coverage up to $5,500,000 excess of $150,000 per risk
on property losses subject to occurrence limits and unlimited reinstatements.
General liability coverage, excluding umbrella coverage, is provided up to
$3,000,000 excess of $150,000 per occurrence. Two excess catastrophe treaties
provide additional property reinsurance up to $10,000,000 each occurrence,
excess of $500,000 each occurrence, with allowances for one full reinstatement
each at pro rata pricing. Sequoia retains the first $100,000 of each umbrella
loss up to $5,000,000. Facultative reinsurance is placed with various
reinsurers.
Reinsurance Recoverable Concentration for all property and casualty
lines of business, including MPL, follows:
Reinsurance Recoverable Concentration
(in millions)
UNEARNED REPORTED UNREPORTED REINSURER
PREMIUMS CLAIMS CLAIMS BALANCES
Sydney Reinsurance $ 0.1 $ 16.8 $ 16.2 $ 33.1
Corporation
Kemper Reinsurance $ 0.0 $ 4.2 $ 3.6 $ 7.8
Company
Continental Casualty $ 1.5 $ 0.3 $ 1.2 $ 3.0
Company
San Francisco $ 0.5 $ 0.2 $ 0.4 $ 1.1
Reinsurance Company
TIG Reinsurance Group $ 0.0 $ 4.2 $ 7.1 $ 11.3
Transatlantic $ 0.0 $ 0.0 $ 9.0 $ 9.0
Reinsurance Company
Cologne Reinsurance $ 0.0 $ 0.0 $ 1.0 $ 1.0
Company of America
Mutual Assurance, Inc. $ 0.0 $ 1.3 $ 5.1 $ 6.4
The Company remains contingently liable with respect to reinsurance
contracts in the event that reinsurers are unable to meet their obligations
under the reinsurance agreements in force.
LIFE AND HEALTH
APL's net retention for life insurance products is a maximum of $50,000
per risk, except for their combined critical illness and life insurance product
which has a maximum of $25,000.
WORKERS' COMPENSATION
CIC maintains excess of loss workers' compensation reinsurance treaties
with General Reinsurance Corporation ("Gen Re") and other reinsurers. Under the
reinsurance treaties relating to losses occurring on or after January 1, 1990,
reinsurers assume liability on that portion of loss which exceeds $250,000 per
occurrence, up to a maximum of $50.0 million per occurrence through December 31,
1990, $60.0 million per occurrence in 1991, $70.0 million per occurrence through
1993 and $50.0 million per occurrence thereafter. For losses that occurred from
January 1, 1988 through December 31, 1988, CIC has aggregate coverage of $40.0
million with a $200,000 retention, and for losses that occurred from January 1,
1989 through December 31, 1989, CIC has aggregate coverage of $50.0 million with
a $200,000 retention. CIC is liable for losses in excess of the maximum amounts
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reinsured. Reinsurance does not discharge an insurer from direct responsibility
for payment of the full amount of any covered loss, but a reinsurer is liable to
the insurer for the portion it has assumed.
Effective January 1989, CIC entered into a Stop Loss Reinsurance
Agreement with Gen Re under which Gen Re assumed liability for net retained
workers' compensation loss and loss adjustment expense incurred above specified
aggregate retention amounts for each of the accident years from 1986 through
1989. The premium paid by CIC for this coverage was $10.85 million. The Stop
Loss Reinsurance Agreement provided coverage for up to $2.0 million of loss and
loss adjustment expense above a $17.5 million retention for the 1986 accident
year, $4.5 million above a $23.0 million retention for the 1987 accident year,
$1.0 million above a $30.3 million retention for the 1988 accident year and $5.7
million above a $25.0 million retention for the 1989 accident year. Any unused
coverage for a particular year may be reallocated to increase the total coverage
available for a subsequent accident year. The Stop Loss Reinsurance Agreement
provided for automatic commutation as of December 31, 1996 and contained a
profit-sharing provision pursuant to which Gen Re may have paid CIC a
profit-sharing commission in 1996 based upon the ultimate amount of losses ceded
under the Stop Loss Reinsurance Agreement, the timing of payment of such losses
and the amount of premiums ceded. The Stop Loss Reinsurance Agreement was
commuted in November 1994. Upon commutation Gen Re paid to CIC $3,563,000 of
which $2,512,000 represented the full undiscounted carried value of the
reinsured reserves (including IBNR) outstanding as of September 30, 1994 and
$1,051,000 represented the profit sharing payment, CIC reassumed liability for
all known and unknown losses as of that date and Gen Re was discharged from any
further obligations under the Stop Loss Reinsurance Agreement. The Stop Loss
Reinsurance Agreement was accounted for as a financing agreement for GAAP
purposes and, accordingly, the commutation did not have a material impact on
results of operations in 1994. The Company has entered into a letter of intent
to dispose of its workers' compensation business. See " - Recent Developments."
REINSURANCE RISKS
As with other property and casualty insurers, CIC's, CNIC's, and
Sequoia's operating results and financial condition can be adversely affected by
volatile and unpredictable natural and man-made disasters, such as hurricanes,
windstorms, earthquakes, fires and explosions. CIC, CNIC, and Sequoia generally
seek to reduce their exposure to such events through individual risk selection
and the purchase of reinsurance. CIC's, CNIC's and Sequoia's estimates of their
exposures depend on their views of the possibility of a catastrophic event in a
given area and on the probable maximum loss to CIC, CNIC or Sequoia should such
an event occur. While CIC, CNIC and Sequoia attempt to limit their exposure to
acceptable levels, it is possible that an actual catastrophic event or multiple
catastrophic events could significantly exceed the probable maximum loss
previously assumed, resulting in a material adverse effect on the financial
condition and results of operations of the Company.
The future financial results of the insurance subsidiaries could be
adversely affected by disputes with their respective reinsurers with respect to
coverage and by the solvency of such reinsurers. None of the Company's insurance
subsidiaries is aware of actual or potential disputes with any of their
respective reinsurers that could materially and adversely impact the financial
results of the Company or is aware of any insolvent reinsurer whose current
obligations to CIC, CNIC, Physicians, PRO, APL or Sequoia are material to such
companies.
COMPETITION
There are several hundred property and casualty insurers licensed in
California, many of which are larger and have greater financial resources than
the P & C Insurance Group and offer more diversified types of insurance
coverage, have greater financial resources and have greater distribution
capabilities than the P & C Insurance Group.
A.M. BEST ("BEST"). Best has recently assigned Sequoia a rating of B++
(Very Good) and APL has had a Best rating of B+ (Very Good) since 1983. CIC is
currently rated B- (Adequate) and CNIC is currently rated C (Marginal) by Best.
Physicians and PRO are currently rated, and have been for a
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number of years, NR-3 (rating procedure inapplicable). Best's ratings reflect
the assessment of A.M. Best and Company of the insurer's financial condition as
well as the expertise and experience of its management. Therefore, Best ratings
are important to policyholders. Best ratings are subject to review and change
over time. There can be no assurance that Sequoia or APL will maintain their
ratings. If Sequoia or APL fail to maintain their current ratings, it would
possibly have a material adverse effect on their ability to write new insurance
policies as well as potentially reduce their ability to maintain or increase
market share.
As a result of the reported losses and the increase in reserves,
primarily from construction defect claims, in 1994, Best reduced its rating of
CNIC from B+ to C- (which rating has subsequently been increased to C) and in
1995 reduced its rating of CIC from B+ to B-. Management believes that many
potential customers will not insure with an insurer that carries a Best rating
of less than B+, and that customers who do so will demand lower rate structures.
In addition, there can be no assurances that CIC's or CNIC's Best ratings will
be maintained or increased.
There is fierce competition in the property and casualty insurance
industry which is populated by large insurers doing business on a countrywide
basis, as well as regional and local insurers. Insurers compete on the basis of
price, product, and service. Many of the competitors in the market have higher
ratings from Best as well as other financial rating services and offer a broader
array of coverages than do CIC, CNIC, and Sequoia.
Commercial insurance markets are commodity-oriented, highly fragmented
and reflective of intense price competition. Nevertheless, because each
commercial risk is somewhat unique in terms of insurance exposure, different
insurers can develop widely divergent estimates of prospective losses. Most
insurers attempt to segment classes within commercial markets so that they
target the more profitable sub-classes with lower, although adequate rates,
given the estimated profitability of the segment. In some cases, no statistics
are available for the sub-classes involved, and the insurer implements
discounted rate structures based solely on theoretical judgment. Finally,
different insurers have widely-divergent internal expense positions, due to
method of distribution, scale economies and efficiency of operations. Therefore,
although insurance is a commodity, the price of insurance does not necessarily
reflect commodity pricing.
Sequoia's and CIC's ability to attract and retain customers results
from price structures which have been tailored to attract certain sub-segments
of the commercial insurance market. In addition, several of their competitors
have either restricted writings in California or have withdrawn from the state
due to a variety of competitive pressures and adverse litigation and regulatory
climates.
However, CIC's, CNIC's and Sequoia's marketing is focused in a limited
number of commercial business classifications. In general, these classifications
are considered preferred by most competitors because of historically profitable
results realized from underwriting such classifications. CIC's, CNIC's and
Sequoia's customer bases and prospective revenues are vulnerable to the pricing
actions of larger or more efficient competitors who target CIC's, CNIC's and
Sequoia's desired classifications or individual policyholders and offer
substantially lower rates.
The life and health insurance industry is highly competitive. There are
approximately 700 life and health insurers licensed in Ohio, many of which are
larger and have greater financial resources than APL. APL currently is rated B+
(Very Good) by Best. APL is, to the Company's knowledge, the only life insurance
company in the U.S. offering a critical illness policy which pays a lump sum
benefit equal to the face amount even if the insured is not terminally ill (in
contemplation of death within twelve months). This critical illness policy,
which is called "Survivor Key", is the main focus of APL's marketing efforts.
Physicians and its subsidiaries no longer compete in the MPL industry.
CIC and CNIC are in the process of selling their workers compensation
businesses. See " - Recent Developments."
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REGULATION
Physicians, CIC and their respective insurance subsidiaries are subject
to extensive state regulatory oversight in the jurisdictions in which they are
organized and in the jurisdictions in which they do business.
Physicians, PRO, APL, Sequoia, CIC and CNIC investments are strictly
regulated by investment statutes in their states of domicile. In general, these
investment laws place limits on the amounts of investment in any one company,
the owned percentage of any one company and the quality of investments and seek
to ensure the claims-paying ability of the insurer.
Ohio has enacted legislation that regulates insurance holding company
systems, including Physicians and its insurance subsidiaries. Each insurance
company in the holding company system is required to register with the Ohio
Department and furnish information concerning the operations of companies within
the holding company system that may materially affect the operations, management
or financial condition of the insurers within the system. Pursuant to these
laws, the Ohio Department may examine Physicians and/or its insurance
subsidiaries at any time and require disclosure of and/or approval of material
transactions involving the insurers within the system, such as extraordinary
dividends from any one of Physicians or any of its insurance subsidiaries. All
material transactions within the holding company system affecting Physicians or
its Ohio-domiciled insurance subsidiaries must be fair and reasonable. Sequoia,
CIC and CNIC are subject to similar legislation in California.
Ohio insurance law provides that no person may acquire direct or
indirect control of Physicians, PRO or APL unless it has obtained the prior
written approval of the Ohio Superintendent of Insurance for such acquisition
unless such transaction is exempt. Similarly, California insurance law provides
that no person may acquire direct or indirect control of Sequoia or CIC unless
it has obtained the prior written approval of the California Insurance
Commissioner of such acquisition.
Since Physicians, PRO and APL are domiciled in Ohio, the Ohio
Department is the principal supervisor and regulator of each of these companies.
Since Sequoia, CIC and CNIC are domiciled in California, the California
Insurance Commissioner is its principal supervisor and regulator. However, each
of the companies are also subject to supervision and regulation in the states in
which they transact business, and such supervision and regulation relate to
numerous aspects of an insurance company's business and financial condition. The
primary purpose of such supervision and regulation is to ensure financial
stability of insurance companies for the protection of policyholders. The laws
of the various states establish insurance departments with broad regulatory
powers relative to granting and revoking licenses to transact business,
regulating trade practices, required statutory financial statements, and
prescribing the types and amount of investments permitted. Although premium rate
regulations vary among states and lines of insurance, such regulations generally
require approval of the regulatory authority prior to any changes in rates.
Insurance companies are required to file detailed annual reports with
the insurance departments in each of the states in which they do business, and
their financial condition and market conduct are subject to examination by such
agencies at any time.
Physicians, PRO and APL are restricted by the insurance laws of Ohio as
to the amount of dividends they may pay without prior approval. The maximum
dividend that may be paid during any year without the prior approval of the Ohio
Department is limited to the greater of 10% of the insurer's surplus as regards
policyholders as of the preceding December 31 or the net income of the insurer
for the year ended the previous December 31. Any dividend paid from other than
earned surplus is considered to be an extraordinary dividend and must be
approved. In January 1997, approximately $21.8 million and $2.7 million will be
available for payment by Physicians and APL, respectively, without the prior
approval of the Ohio Department. No amounts were available for payment by PRO.
21
24
The California Insurance Code limits the amount of dividends or
distributions an insurance subsidiary may pay in any 12-month period without 30
days prior written notice to the Commissioner to the greater of (a) net income
for the preceding year as determined under statutory accounting principles or
(b) 10% of statutory policyholders' surplus as of the preceding December 31.
Insurers may pay dividends only from earned surplus. Payments of dividends in
excess of these amounts may only be made if the Commissioner has not disapproved
such payment, or specifically approves such payment, within the 30 day-period.
The insurance industry is also affected by court decisions. Premium
rates are actuarially determined to enable an insurance company to generate an
underwriting profit. These rates contemplate a certain level of risk. The courts
may undercut insurers' expectations with respect to the level of risk being
assumed in a number of ways, including eliminating exclusions, multiplying
limits of coverage and creating rights for policyholders not set forth in the
contract. These decisions can adversely affect an insurer's profitability.
Recently, the NAIC and state insurance regulators have been examining
existing laws and regulations, with an emphasis on insurance company investment
and solvency issues, risk-based capital guidelines, interpretations of existing
laws, the development of new laws and the implementation of nonstatutory
guidelines. From time to time, legislation has also been introduced in Congress
that would result in the federal government assuming some role in the regulation
of the insurance industry. Each of the Company's insurance subsidiaries are also
subject to assessment by such state guaranty associations to fund the insurance
obligations of insolvent insurers. There can be no assurance that such
assessments will not have an adverse effect on the financial condition of
The Company and its insurance subsidiaries. However, assessments are calculated
based upon market share and none of the Company's insurance subsidiaries has a
significant market share in any line of business in any jurisdiction.
The regulation and supervision of insurance companies by state agencies
is designed principally for the benefit of their policyholders, not their
stockholders. In addition, MAC is subject to regulation by the California
Department of Corporations, which includes various requirements relating to the
financial condition of MAC as well as all aspects of the marketing of premium
financing.
The California Department completed its latest market conduct
examination of Sequoia and CNIC in 1992 and of CIC in 1993. The California
Department has also completed a financial examination of CGIC and CNIC in 1993
covering the three years ended December 31, 1991, but also included an extension
of the review to December 31, 1992 with regard to the adequacy of CIC's and
CNIC's loss and loss adjustment expense reserves as of that date. The California
Department's final examination report did not require either company to take any
action.
The California Department is conducting financial examinations of CIC
and CNIC covering the three-year period ended December 31, 1995. The California
Department's final examination report has not yet been released. The California
Department has also initiated a financial examination of Sequoia covering 1993
through 1995. Examinations are routinely scheduled every three years. The Ohio
Department recently completed its regular triennial examinations of Physicians,
PRO and APL. Nothing of significance was reported.
In July 1993, the California legislature enacted a series of seven
bills to significantly change the California workers' compensation system (the
"1993 Reforms"). The 1993 Reforms increase costs as a result of benefit
increases commencing July 1, 1994 and continuing through July 1, 1996. In
addition, the 1993 Reforms reduced revenues through an immediate reduction in
minimum rates of 7%. The legislation permitted the Insurance Commissioner to
approve rates even lower. Effective January 1, 1994, the Insurance Commissioner
ordered a further 12.7% reduction in minimum rates and a 16% reduction in
minimum rates effective October 1, 1994. Effective January 1995, California's
minimum rate law was replaced by a competitive rating system. The 1993 Reforms
contain numerous other provisions, including limitations on grounds for
cancellation of policies. The Company is in the process of selling its workers'
compensation business. See " - Recent Developments."
22
25
Proposed federal legislation has been introduced from time to time in
recent years that would provide the federal government with substantial power to
regulate property and casualty insurers including state workers' compensation
systems, primarily through the establishment of uniform solvency standards.
Proposals also have been discussed to modify or repeal the antitrust exemption
for insurance companies provided by the McCarran-Ferguson Act. The adoption of
such proposals could have a material adverse impact upon the operations of
the Company.
Proposition 103, a ballot initiative passed by California voters on
November 8, 1988, requires rate rollbacks and prior approval of rates and
imposes other requirements on property and casualty insurers. Proposition 103,
by its terms, does not apply to workers' compensation insurance, but does apply
to the types of property and casualty insurance that Sequoia and CIC write. The
rate rollback provisions of Proposition 103 do not apply to CIC nor CNIC since
neither company commenced writing property and casualty insurance prior to the
effective date of Proposition 103. Beginning on November 8, 1989, insurance
rates may be increased only after application to and approval by the Insurance
Commissioner and, under certain circumstances, after a public hearing. In June
1993, CIC received final approval from the California Department for its inland
marine and other liability rate filings. Sequoia has fulfilled its Proposition
103 rate rollback obligation and received approval from California for its rate
filings.
Since 1990, numerous rates and underwriting rules have been filed by
CIC and approved by the California Department including certain rate increases.
No assurance can be given as to what actions, if any, the California Department
will take with respect to the ultimate approval of CIC's remaining interim rate
filings or future rate filings.
The California Insurance Commissioner issued emergency regulations
that, if and when adopted, would repeal the prior approval procedures and
regulations in effect when CIC's Interim Notices of Approval were received in
1990. These emergency regulations focus on rate rollbacks and procedures and
substantive standards regarding approvals of future rates (including determining
rates by reference to rates of return). Administrative proceedings and court
challenges relating to these regulations have been continuous. Most recently,
the California Supreme court reversed an earlier California Superior Court
ruling that held Proposition 103 did not authorize the California Insurance
Commissioner to adopt substantive regulations for the determination of the
liability of insurers for rate rollbacks and that each insurer is entitled to a
separate hearing to demonstrate to the California Insurance Commissioner that
the 10% cap on insurers' returns (as set forth in the emergency regulations)
should not apply to it. The United States Supreme Court has since refused to
hear an appeal of the California Supreme Court's decision. The Company cannot
predict what the ultimate outcome of these issues will be or what procedures and
substantive standards ultimately may be adopted by the Insurance Commissioner.
The Company and its insurance subsidiaries may be materially adversely affected
by such adopted regulations.
Substantially all liabilities resulting from the roll back of insurance
rates under Proposition 103 had been settled or reserved for prior to
Physicians' purchase of Sequoia.
Proposition 103 also subjects the insurance industry to California
antitrust and unfair business practices laws (although the relevant provision of
Proposition 103 may only apply to automobile and certain other insurers),
prohibits cancellation or nonrenewal of insurance policies except for specified
reasons and provides that the Insurance Commissioner shall be an elected
official.OUR INSURANCE SUBSIDIARIES AND/OR PLACE THEM INTO REHABILITATION
OR LIQUIDATION
Beginning in 1994, Physicians, PRO, APL, CIC, CNICProfessionals, Citation, and Sequoia became
subject to the provisions of the Risk-Based Capital for Insurers Model Act (the
"Model Act") which
has been adopted by the NAICNational Association of Insurance Commissioners for the
purpose of helping regulators identify property and casualty insurers that may be in financial
difficulty. The Model Act contains a formula which takes into account asset
risk, credit risk, underwriting risk and all other relevant risks. Under this
formula, each insurer is required to report to regulators using formulas which
measure the quality of its capital and the relationship of its modified 23
26
capital
base to the level of risk assumed in
43
specific aspects of its operations. The formula does not address all of the
risks associated with the operations of an insurer. The formula is intended to
provide a minimum threshold measure of capital adequacy by individual insurance
company and does not purport to compute a target level of capital. Companies
which fall below the threshold will be placed into one of four categories:
Company Action Level, where the insurer must submit a plan of corrective action;
Regulatory Action Level, where the insurer must submit such a plan of corrective
action, the regulator is required to perform such examination or analysis the
Superintendent of Insurance considers necessary and the regulator willmust issue a
corrective order; Authorized Control Level, which includes the above actions and
may include rehabilitation or liquidation; and Mandatory Control Level, where
the regulator must rehabilitate or liquidate the insurer. The Model Act is not expected to cause any material change in any of
the insurance companies' future operations. All companies'
risk-based capital results as of December 31, 19962001 exceed their minimum thresholds.
OTHER OPERATIONS
The Company conducts its other non-insurance operations principally
through Summit. See "Introduction - Subsidiaries" and " - History." Other
operations are conducted to a lesser extent by Raven Development Corp., CLM
Insurance Agency, Stoneridge Partners AG and others. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Summit is registered as an investment adviser in California, Florida,
Kansas, Louisiana, Oregon, Virginia and Wisconsin as well as with the SEC. Since
February 1995, Summit has provided investment management services to Physicians
and its insurance subsidiaries. Summit also offers its services to other
individuals and institutions in the jurisdictions in which it is registered as
an investment adviser and in other states where registration is not required.
The investment advisory business is highly competitive. Many of
Summit's competitors are larger and have greater financial resources than
Summit. There can be no assurance that Summit will be able to compete
effectively in the markets that it serves.
As a registered investment adviser, Summit is subject to regulation by,
and files annual reports with, the SEC and the securities administrators in some
of the jurisdictions in which it is registered to do business.
EMPLOYEES
At December 31, 1996, the Company had 270 employees. 259 employees
worked in the Company's insurance operations including 219 inAction
Level.
WE MAY BE INADEQUATELY PROTECTED AGAINST MAN-MADE AND NATURAL CATASTROPHES,
WHICH COULD REDUCE THE AMOUNT OF CAPITAL SURPLUS AVAILABLE FOR INVESTMENT
OPPORTUNITIES
As with other property and casualty 22insurers, operating results and
financial condition can be adversely affected by volatile and unpredictable
natural and man-made disasters, such as hurricanes, windstorms, earthquakes,
fires, and explosions. Our insurance subsidiaries generally seek to reduce their
exposure to catastrophic events through individual risk selection and the
purchase of reinsurance. Our insurance subsidiaries' estimates of their
exposures depend on their views of the possibility of a catastrophic event in MPL,a
given area and 18on the probable maximum loss created by that event. While our
insurance subsidiaries attempt to limit their exposure to acceptable levels, it
is possible that an actual catastrophic event or multiple catastrophic events
could significantly exceed the maximum loss anticipated, resulting in lifea material
adverse effect on our business, financial condition, and health. 4 employees workedthe results of
operations and cash flows. Such events could cause unexpected insurance claims
and expenses for settling claims well in portfolio
investing.
EXECUTIVE OFFICERS
The executive officersexcess of PICO are as follows:
Name Age Position
- ---- --- --------
Ronald Langley 52 Chairman of the Board, Director
John R. Hart 37 President, Chief Executive Officer and Director
Richard H. Sharpe 41 Chief Operating Officer
Gary W. Burchfield 50 Chief Financial Officer and Treasurer
James F. Mosier 49 General Counsel and Secretary
24
27
Each executive officer of PICO was an executive officer of
Physicians prior to the Mergerpremiums, increasing cash
needs, reducing surplus and became an officer of PICOreducing assets available for investments. Capital
invested in November
1996our insurance companies may produce inferior investment returns as a
result of these additional funding requirements.
We insure ourselves against catastrophic losses by obtaining insurance
through other insurance companies known as reinsurers. The future financial
results of our insurance subsidiaries could be adversely affected by disputes
with their reinsurers with respect to coverage and by the Merger.
Mr. Langley has been Chairmansolvency of the
Boardreinsurers.
OUR INSURANCE SUBSIDIARIES COULD BE DOWNGRADED, WHICH WOULD NEGATIVELY IMPACT
OUR BUSINESS
Our insurance subsidiaries' ratings may not be maintained or increased, and
a downgrade would likely adversely affect our business, financial condition, and
the results of operations and cash flows. A.M. Best Company's ("A.M. Best")
ratings reflect the assessment of A.M. Best of an insurer's financial condition,
as well as the expertise and experience of its management. Therefore, A.M. Best
ratings are important to policyholders. A.M. Best ratings are subject to review
and change over time. Failure to maintain or improve our A.M. Best ratings could
have a material adverse effect on the ability of our insurance subsidiaries to
underwrite new insurance policies, as well as potentially reduce their ability
to maintain or increase market share. Management believes that many potential
customers will not insure with an insurer that carries an A.M. Best rating of
less than B+, and that customers who do so will demand lower rates.
Our insurance subsidiaries are currently rated as follows:
- - Sequoia Insurance Company A- (Excellent)
- - Citation Insurance Company B+ (Very Good)
- - Physicians Insurance Company of Ohio NR-3 (rating procedure inapplicable)
POLICY HOLDERS MAY NOT RENEW THEIR POLICIES, WHICH WOULD UNEXPECTEDLY REDUCE OUR
REVENUE STREAM
Insurance policy renewals have historically accounted for a significant
portion of our net revenue. We may not be able to sustain historic renewal rates
for our products in the future. A decrease in renewal rates would reduce our
revenues. It would also decrease our cash receipts and PRO since
July 1995, Chairmanthe amount of funds
available for investments and acquisitions. If we were not able to reduce
overhead expenses correspondingly, this would adversely affect our business,
financial condition, and the Boardresults of Summit since November 1994,operations and Chairman of
the Board of GEC since September 1995. He has also been a self-employed Investor
since 1992. Mr. Langley has been a Director of Physicians since 1993.
Mr. Hart has been President and Chief Executive Officer of Physicians
and PRO since July 1995 and President and Chief Executive Officer of GEC since
September 1995. Priorcash flows.
IF WE ARE REQUIRED TO REGISTER AS AN INVESTMENT COMPANY, THEN WE WILL BE SUBJECT
TO A SIGNIFICANT REGULATORY BURDEN
At all times we intend to that he was a self-employed Investor and President of
Quaker Holdings Limited,conduct our business so as to avoid being
regulated as an investment company since 1991. Mr. Hart has beenunder the Investment Company Act of 1940.
However, if we were required to register as an investment company, our ability
to use debt would be substantially reduced, and we would be subject to
significant additional disclosure obligations and restrictions on our
operational
44
activities. Because of the additional requirements imposed on an investment
company with regard to the distribution of earnings, operational activities and
the use of debt, in addition to increased expenditures due to additional
reporting responsibilities, our cash available for investments would be reduced.
The additional expenses would reduce income. These factors would adversely
affect our business, financial condition, and the results of operations and cash
flows.
VARIANCES IN PHYSICAL AVAILABILITY OF WATER, ALONG WITH ENVIRONMENTAL AND LEGAL
RESTRICTIONS AND LEGAL IMPEDIMENTS COULD IMPACT PROFITABILITY FROM OUR WATER
RIGHTS
The water rights held by us and the transferability of these rights to
other uses and places of use are governed by the laws concerning water rights in
the states of Arizona, Colorado and Nevada. The volumes of water actually
derived from the water rights applications or permitted rights may vary
considerably based upon physical availability and may be further limited by
applicable legal restrictions. As a Directorresult, the amounts of Physicians since 1993.
Mr. Sharpe has been Chief Operating Officeracre-feet anticipated
from the water rights applications or permitted rights do not in every case
represent a reliable, firm annual yield of Physicians since June
1994, an officerwater, but in some cases describe the
face amount of APL for more than 10 years,the water right claims or management's best estimate of such
entitlement. Legal impediments exist to the sale or transfer of some of these
water rights, which in turn may affect their commercial value. If we were unable
to transfer or sell our water rights, we will not be able to make a profit, we
will not have enough cash receipts to cover cash needs, and a Directorwe may lose some or
all of APL since June
1993.
Mr. Burchfield has been Chief Financial Officerour value in our water rights investments.
Water we lease or sell may be subject to regulation as to quality by the
United States Environmental Protection Agency acting pursuant to the federal
Safe Drinking Water Act. While environmental regulations do not directly affect
us, the regulations regarding the quality of Physicians since
November 1995water distributed affects our
intended customers and Treasurer since November 1994. Mr. Burchfield was Controllermay, therefore, depending on the quality of Physicians from March 1990 to November 1995our water,
impact the price and Chief Accounting Officer of
Physicians from December 1993 to November 1995.
Mr. Mosier has served as General Counsel and Secretary of Physicians
since October 1984 andterms upon which we may in the future sell our water or
water rights.
OUR FUTURE WATER REVENUES ARE UNCERTAIN AND DEPEND ON A NUMBER OF FACTORS, WHICH
MAY MAKE OUR REVENUE STREAMS AND PROFITABILITY VOLATILE
We engage in various other executive capacities since joining
Physicianswater rights acquisition, management, development, and
sale and lease activities. Accordingly, our long-term future profitability will
be primarily dependent on our ability to develop and sell or lease water and
water rights, and will be affected by various factors, including timing of
acquisitions, transportation arrangements, and changing technology. To the
extent we possess junior or conditional water rights, such rights may be
subordinated to superior water right holders in 1981.
ITEM 2. PROPERTIES
The Company leases approximately 5,354 square feet in La Jolla,
California for its Principal Executive Offices.
The Company's San Jose branch office and the northern California
regional claims operation share approximately 28,000 square feetperiods of space in San
Jose, California pursuant to a lease expiring in March 2001. The Company also
leases space for branch offices located in Rancho Cordova, Denver, Colorado and
Phoenix, Arizona. The Rancho Cordova and Phoenix leases expire in 1997 and the
Denver lease expires in 1998.
Physicians own a facility with approximately 56,000 square feet in
Pickerington, Ohio. APL leases office space in Indianapolis, Indiana for its
sales office located there. APL's Cleveland Regional Sales Director leases
office space in Cleveland; APL is a partylow flow or drought.
In addition to the leaserisk of delays associated with receiving all necessary
regulatory approvals and reimburses the
Regional Sales Director for all of the lease costs. APLpermits, we may also leases office spaceencounter unforeseen technical
difficulties which could result in Louisville, Kentucky for its Regional Sales Office located there. Sequoia
leases office space for its headquarters in Pleasanton, Californiaconstruction delays and for its
regional claims and underwriting offices in Modesto, Monterey, Rancho Cordova,
Ventura, Visalia, and Fairfield, California. CLM's only office space consists of
a leased facility in Monterey, California.
ITEM 3. LEGAL PROCEEDINGS
Members of the Combined Insurance Group and APL are frequently a party
in claims proceedings and actions regarding insurance coverage, all of which the
Company considers routine and incidental to its business. Neither PICO nor its
subsidiaries are parties to any material pending legal proceedings.
25
28
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 7, 1996 the shareholders of PICO voted to approve the
Merger at a special meeting of the shareholders. The shareholders also approved
amendments to PICO's Articles of Incorporation and Bylaws. The votescost increases with
respect to each matter submittedour water development projects.
Our profitability is significantly affected by changes in the market price
of water. In the future, water prices may fluctuate widely as demand is affected
by climatic, demographic and technological factors.
OUR WATER ACTIVITIES MAY BECOME CONCENTRATED IN A LIMITED NUMBER OF ASSETS,
MAKING OUR GROWTH AND PROFITABILITY VULNERABLE TO FLUCTUATIONS IN LOCAL
ECONOMIES AND GOVERNMENTAL REGULATIONS
In the future, we anticipate that a significant amount of Vidler's revenues
and asset value will come from a limited number of assets, including our water
rights in the Harquahala Valley and the Vidler Arizona Recharge Facility.
Although we continue to acquire and develop additional water assets, in the
foreseeable future we anticipate that our revenues will still be derived from a
limited number of assets.
OUR WATER SALES MAY MEET WITH POLITICAL OPPOSITION IN CERTAIN LOCATIONS, THEREBY
LIMITING OUR GROWTH IN THESE AREAS
The transfer of water rights from one use to another may affect the
economic base of a community and will, in some instances, be met with local
opposition. Moreover, certain of the end users of our water rights, namely
municipalities, regulate the use of water in order to control or deter growth.
45
WE ARE DIRECTLY IMPACTED BY INTERNATIONAL AFFAIRS, WHICH DIRECTLY EXPOSES US TO
THE ADVERSE EFFECTS OF ANY FOREIGN ECONOMIC OR GOVERNMENTAL INSTABILITY
As a result of global investment diversification, our business, financial
condition, the results of operations and cash flows may be adversely affected
by:
- - exposure to fluctuations in exchange rates;
- - the imposition of governmental controls;
- - the need to comply with a wide variety of foreign and U.S. export laws;
- - political and economic instability;
- - trade restrictions;
- - changes in tariffs and taxes;
- - volatile interest rates;
- - changes in certain commodity prices;
- - exchange controls which may limit our ability to withdraw money;
- - the greater difficulty of administering business overseas; and
- - general economic conditions outside the United States.
Changes in any or all of these factors could result in reduced market
values of investments, loss of assets, additional expenses, reduced investment
income, reductions in shareholders' equity due to foreign currency fluctuations
and a reduction in our global diversification.
OUR COMMON STOCK PRICE MAY BE LOW WHEN YOU WANT TO SELL YOUR SHARES
The trading price of our common stock has historically been, and is
expected to be, subject to fluctuations. The market price of the common stock
may be significantly impacted by:
- - quarterly variations in financial performance;
- - shortfalls in revenue or earnings from levels forecast by securities
analysts;
- - changes in estimates by such analysts;
- - product introductions;
- - our competitors' announcements of extraordinary events such as
acquisitions;
- - litigation; and
- - general economic conditions.
Our results of operations have been subject to significant fluctuations,
particularly on a quarterly basis, and our future results of operations could
fluctuate significantly from quarter to quarter and from year to year. Causes of
such fluctuations may include the inclusion or exclusion of operating earnings
from newly acquired or sold operations. At December 31, 2001, the closing price
of our common stock on the NASDAQ National Market was $12.50 per share, compared
to $12.3125 at December 31, 1999. On a quarterly basis between these two dates,
closing prices have ranged from a high of $14.62 at June 30, 2001 to a low of
$11.00 at September 30, 2001. During 2001, closing prices have ranged from a low
of $10.70 per share on October 9 to a high of $15.91 on July 20.
Statements or changes in opinions, ratings, or earnings estimates made by
brokerage firms or industry analysts relating to the shareholdersmarkets in which we do
business or relating to us specifically could result in an immediate and adverse
effect on the market price of PICOour common stock.
WE MAY NOT BE ABLE TO RETAIN KEY MANAGEMENT PERSONNEL WE NEED TO SUCCEED, WHICH
COULD ADVERSELY AFFECT OUR ABILITY TO MAKE SOUND INVESTMENT DECISIONS
We have several key executive officers. If they depart, it could have a
significant adverse effect. Messrs. Langley and Hart have entered into
employment agreements with us dated as of December 31, 1997, for approvala period of
four years. Messrs. Langley and Hart are key to the implementation of our
strategic focus, and our ability to successfully develop our current strategy is
dependent upon our ability to retain the services of Messrs. Langley and Hart.
New employment agreements were entered into with Mr. Langley and Mr. Hart
on January 1, 2002 for a further four years. (See Part II, Item 8, Note 16,
"Related-Party Transactions.")
46
THE FOREGOING FACTORS, INDIVIDUALLY OR IN AGGREGATE, COULD MATERIALLY ADVERSELY
AFFECT OUR OPERATING RESULTS AND COULD MAKE COMPARISON OF HISTORIC OPERATING
RESULTS AND BALANCES DIFFICULT OR NOT MEANINGFUL.
REGULATORY INSURANCE DISCLOSURES
Liabilities for Unpaid Loss and Loss Adjustment Expenses
Liabilities for unpaid loss and loss adjustment expenses are estimated based
upon actual and industry experience, and assumptions and projections as follows:
Approvalto
claims frequency, severity and inflationary trends and settlement payments. Such
estimates may vary from the eventual outcome. The inherent uncertainty in
estimating reserves is particularly acute for lines of business for which both
reported and paid losses develop over an extended period of time.
Several years or more may elapse between the occurrence of an insured
medical professional liability insurance or casualty loss, the reporting of the
Mergerloss and the final payment of the loss. Loss reserves are estimates of what an
insurer expects to pay claimants, legal and investigative costs and claims
administrative costs. PICO's insurance subsidiaries are required to maintain
reserves for payment of estimated losses and loss adjustment expenses for both
reported claims and claims which have occurred but have not yet been reported.
Ultimate actual liabilities may be materially more or less than current reserve
estimates.
Reserves for reported claims are established on a case-by-case basis. Loss
and loss adjustment expense reserves for incurred but not reported claims are
estimated based on many variables including historical and statistical
information, inflation, legal developments, the regulatory environment, benefit
levels, economic conditions, judicial administration of claims, general trends
in claim severity and frequency, medical costs and other factors which could
affect the adequacy of loss reserves. Management reviews and adjusts incurred
but not reported claims reserves regularly.
The liabilities for unpaid losses and loss adjustment expenses of
Physicians, Sequoia, and Citation were $98.4 million at December 31, 2001,
$121.5 million at December 31, 2000, and $139.1 million at December 31, 1999,
net of discount on medical professional liability insurance reserves in 1999,
and before reinsurance reserves, which reduce net unpaid losses and loss
adjustment expenses. Of those amounts, the liabilities for unpaid loss and loss
adjustment expenses of prior years decreased by $10.4 million in 2001, and
increased by $8.6 million in 2000, and $16.3 million in 1999. The 2000 increase
included $7.5 million of accumulated discount on reserves that was expensed as a
result of our decision to discontinue discounting reserves effective January 1,
2000. See Note 21 of Notes to Consolidated Financial Statements, "Cumulative
Effect of Change in Accounting Principle." These changes to prior years'
reserves were due to the following:
CHANGE IN UNPAID LOSS AND LAE RESERVES FOR PRIOR YEARS
For 4,013,521
---------
Against 2,900
---------
Abstained 40,054
---------
Broker non-votes 122,331
---------
Approval of the amendments to PICO's Articles of Incorporation
For 4,049,771
---------
Against 88,818
---------
Abstained 41,054
---------
Broker non-votes 0
---------
Approval of the amendments to PICO's Bylaws
For 4,124,727
---------
Against 2,400
---------
Abstained 51,679
---------
Broker non-votes 0
---------
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of PICO is traded on the Nasdaq National Market
under the symbol PICO. Prior to November 1996, the symbol was CITN. The
following table sets forth for each period indicated, the high and low sale
prices as reported on the Nasdaq National Market. These reported prices reflect
interdealer prices without adjustments for retail markups, markdowns or
commissions.
1995 1996
-------------------- ----------------------
High Low High Low
------- ------- ------- --------2001 2000 1999
----------------- ------------------- -----------------
1st Quarter..........Increase (decrease) in provision for prior year claims $ 3.25(9,833,352) $ 2.381,300,413 $ 4.75 $ 3.50
2nd Quarter.......... 3.38 2.75 4.75 3.875
3rd Quarter.......... 4.88 2.88 4.50 3.25
4th Quarter.......... 4.88 3.50 4.50 3.25
As of March 24, 1997, the closing sale price of PICO's common stock was
$3.750 and there were 1754 holders of record of PICO's Common Stock.
PICO has not declared or paid any dividends in the last two years and
does not expect to pay any dividends in the foreseeable future.
26
29
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected consolidated financial data of
the Company. The information set forth below is not necessarily indicative of
the results of future operations and should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 7 of this Form 10-K and the consolidated financial
statements and the related notes thereto included elsewhere herein.
Year Ended December 31
------------------------------------------------------------
1996 1995 1994 1993 1992
------------------------------------------------------------
OPERATING RESULTS (In thousands, except ratios and per share data)
Revenues
Premium income earned $ 40,232 $ 21,411 $ 23,948 $ 59,187 $ 72,545
Net investment income 42,432 18,314 16,278 21,442 16,434
Other income 3,104 8,220 2,056 2,684 2,465
------------------------------------------------------------
Total revenues $ 85,768 $ 47,945 42,282 $ 83,313 $ 91,444
============================================================
Income (loss) before discontinued
operations and cumulative effect 24,320 15,673 18,831 (615) (6,865)15,878,697
Retroactive reinsurance (529,993) (267,653) (564,469)
Accretion of changes in accounting principal
Income (loss) from discontinued -- -- -- 723 --
operationsreserve discount 994,545
Cumulative effect of change in accounting principal -- -- (4,110) -- --
------------------------------------------------------------principle 7,520,744
---------------- ------------------ ----------------
Net increase (decrease) in liabilities for unpaid loss
and LAE of prior years $ 24,320(10,363,345) $ 15,6738,553,504 $ $ 14,721 $ 108 ($ 6,865)
============================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 27,123,588 25,992,133 24,160,082 15,780,368 15,429,224
PER COMMON SHARE RESULTS
Income (loss) from continuing 0.90 0.60 0.78 (0.04) (0.45)
operations
Income (loss) from cumulative effect
of change in accounting principal -- -- (0.17) 0.05 --
------------------------------------------------------------
Net income (loss) $ 0.90 $ 0.60 $ 0.61 $ 0.01 ($ 0.45)
============================================================16,308,773
================ ================== ================
December 31,
------------------------------------------------------------
1996 1995 1994 1993 1992
------------------------------------------------------------
(In thousands, except per share data)
FINANCIAL CONDITION
Assets $ 490,425 $ 421,816 $297,163 $ 297,887 $ 295,054
Unpaid losses and loss adjustment
expenses, net of discount $ 252,024 $ 229,797 $180,691 $ 191,735 $ 185,054
Total liabilities $ 380,222 $ 342,466 $261,419 $ 271,780 $ 273,267
Shareholders' equity $ 110,203 $ 79,350 $ 35,744 $ 26,107 $ 21,788
Book value per share $ 3.61 $ 3.04 $ 1.40 $ 1.17 $ 1.41
Note: Prior year share values have been adjustedSee schedule in Note 12 of Notes to reflect the November 20,
1996 reverse acquisition between Physicians Insurance Company of Ohio
and Citation Insurance Group
27
30
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPANY SUMMARY AND RECENT DEVELOPMENTS
INTRODUCTION
Readers of Citation Insurance Group's prior financial statements will
find that these financial statements differ greatly from those presented in the
past. Whereas Citation Insurance Group was predominantly engaged in property
and casualty operations, PICO Holdings, Inc. operates primarily as an insurance
and investment company, specializing in portfolio investing, property and
casualty insurance, life and health insurance, and investment management and
other services.
These changes are a result of the November 20, 1996 merger of
Physicians Insurance Company of Ohio and a subsidiary of Citation Insurance
Group, in which Physicians Insurance Company of Ohio was the surviving
corporation. Upon consummation of the Merger, Citation Insurance Group changed
its name to PICO Holdings, Inc. For accounting purposes the transaction has been
treated as a reverse acquisition with Physicians Insurance Company of Ohio being
the acquiror. As a result, these financial statements reflect prior years data
of Physicians Insurance Company of Ohio and its subsidiaries and affiliates
only. Neither Citation Insurance Group's prior years' results or account
balances, nor 1996 operating results prior to the Merger have been included in
these financial statements. See Note 3 to thePICO's Consolidated Financial
Statements, entitled "Acquisitions""Reserves for furtherUnpaid Loss and Loss Adjustment Expenses" for
additional information on the accounting treatment of
the reverse acquisition.
BACKGROUND
Prior to July 16, 1995, the effective date of Physicians and PRO's 100%
quota share reinsurance of their MPL businesses with Mutual and the subsequent
sale of the rights to these MPL books of business, effective January 1, 1996,
the Physicians group of affiliated companies consisted primarily of two property
and casualtyregarding reserve changes.
Although insurance companies writing MPL insurance (Physicians and PRO) and
one life and health insurance company, APL. In November 1994, the respective
boards of directors of Physicians and PRO determined that it was in the best
interests of Physicians and PRO and their respective shareholders to sell their
MPL insurance businesses. This sale was part of an overall shift in the
strategic direction of Physicians and PRO.
On August 1, 1995, Physicians purchased Sequoia, a California property
and casualty insurance company writing light commercial and multiple peril
insurance in northern and central California. Sequoia does not write MPL
insurance.
On September 5, 1995, Physicians purchased 38.2% of the common stock of
GEC, a Canadian company operating in portfolio investments, agricultural
services, and other business segments.
On November 20, 1996, Physicians and its subsidiaries merged with a
subsidiary of CIG and CIG then changed its name to PICO Holdings, Inc. This
reverse acquisition brought two more California property and casualty insurance
companies, CIC and CNIC, into the affiliated group and provided a non-insurance
holding company able to engage in portfolio investing and other activities with
fewer restrictions than those imposed upon insurance companies.
In addition to the operation of its subsidiaries, the Company's
objective is to use its resources and those of its subsidiaries and affiliates
to increase shareholder value through investments in businesses that the Company
believes are undervalued. The Company's acquisition philosophy is to make
selective investments, predominantly in public companies, for the purpose of
enhancing and realizing additional value by means of appropriate levels of
shareholder influence and control. This could involve the restructuring of the
financing or management of the companies in which the Company invests. It may
also encompass initiating and facilitating mergers and acquisitions within the
relevant industry to achieve constructive rationalization. This business
strategy was adopted in late 1994, but was not fully implemented in 1994 and
1995; therefore, the results of this business strategy are not fully reflected
in the historical financial statements.
The Company's operations are organized into five segments: portfolio
investing, life and health insurance, MPL insurance, property and casualty
insurance, and other operations.
28
31
RESULTS OF OPERATIONS -- YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
SUMMARY
PICO reported net income of $24.3 million, or $0.90 per share for 1996, compared
with net income of $15.7 million, or $0.60 per share during 1995, and $14.7
million, or $0.61 per share in 1994. Prior years' per share calculations have
been adjusted for comparison purposes to reflect the November 20, 1996 merger
between Physicians and Citation. Year-to-year comparisons are somewhat distorted
as a result of the inclusion of Sequoia beginning August 1, 1995 and the
addition of the Citation group effective November 20, 1996. Excluding Sequoia's
1995 post-acquisition net loss of $2.5 million and 1996 net income of $1.5
million, in addition to Citation's 1996 post-merger income of $675,000, net
income would have been $22.1 million for 1996 and $18.2 million for 1995
compared to $14.7 million in 1994.
Shareholders' equity per share increased $0.57 during 1996, principally as a
result of the November 1996 merger with Citation and the Company's $24.3 million
net income. Shareholders' equity per share at December 31, 1996 was $3.61,
compared to $3.04 and $1.40 at December 31, 1995 and 1994, respectively. Prior
years per share amounts have been adjusted to reflect the November 1996 merger.
Unrealized appreciation of investment holdings decreased $ 12.0 million during
1996, net of taxes. Of this $12.0 million decrease, $3 million was due to the
sale of Fairfield Communities, Inc. ("Fairfield"), which produced a pre-tax
realized gain of more than $29.5 million. One of Physicians' common stock
holdings, PC Quote, declined more than $16 million in market value during 1996,
after taxes. However, at December 31, 1996, the market value of this security
was still above Physicians' cost. Excluding Fairfield and the decline in the
value of PC Quote, Physicians' unrealized investment gains actually increased
more than $7 million, after tax during 1996.
Shareholders' equity increased $30.9 million, or 39% compared to year-end 1995.
In addition to $24.3 million in net income and the $12.0 million decrease in net
unrealized appreciation, this increase included $24.3 million in equity from the
Citation reverse acquisition, and a $5.8 million reduction in equity during the
second quarter of 1996 due to recording 38.2 percent of the 850,000 pre-merger
shares of Physicians stock purchased by GEC as treasury shares. GEC is recorded
on the equity basis in the Company's financial statements, rather than at market
value, due to the Company's level of control and operational involvement.
However, this increase in shareholders' equity did not include negative goodwill
of $6.3 million recorded on the Company's books as a result of the Merger. This
$6.3 million negative goodwill will increase the Company's income by $629,000
each year over the next ten years, or until otherwise removed from PICO's books.
Realized investment gains accounted for $30.9 million of pre-tax operating
income, principally as a result of the sale of Physicians' and APL's holdings in
Fairfield common stock during the 1996 fourth quarter.
During 1996, the Company's assets increased $68.6 million to $490.4 million.
Much of this increase was due to the reverse acquisition.
Revenues increased $37.8 million over 1995 and $43.4 million over 1994.
Increases were realized in all segments except MPL insurance, which is no longer
being written. Pre-tax operating income also showed significant increases over
1995 and 1994 in all segments except "other," which was heavily influenced by
operating losses of Physicians' 76 percent-owned subsidiary, Stonebrige Partners
AG ("Stonebridge"), a European broker of annuities and other insurance products.
Revenues and pre-tax operating income by segment are shown in the following
schedules:
29
32
OPERATING REVENUES
YEAR ENDED DECEMBER 31,
---------------------------
1996 1995 1994
----- ----- -----
(in millions)
Portfolio Investing $27.0 $ 8.0 $ 2.0
Life and Health Insurance 9.0 6.8 8.2
Property and Casualty Insurance 35.3 2.5
Medical Professional Liability Insurance 12.2 29.0 30.5
Other 2.2 1.6 1.6
----- ----- -----
Revenue from Operations $85.7 $47.9 $42.3
===== ===== =====
PRE-TAX OPERATING INCOME
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1995 1994
----- ----- -----
(in millions)
Portfolio Investing $23.3 $ 5.3 $ 0.1
Life and Health Insurance 4.0 0.9 2.9
Property and Casualty Insurance 3.3 (3.7)
Medical Professional Liability Insurance 8.5 6.0 16.3
Other (1.1) (0.5)
----- ----- -----
Total Pre-Tax Operating Income $38.0 $ 8.0 $19.3
===== ===== =====
PORTFOLIO INVESTING
Portfolio investing operations are principally conducted by Physicians within
certain regulatory guidelines established by the Ohio Department. It is expected
that PICO, the holding company, will also engage in portfolio investing in the
future as assets become available at the holding company level. Investment
income revenues and realized investment gains or losses generated by Physicians
and PRO are first allocated to MPL equal to the amount of loss reserve discount
accretion recorded during the period. The remainder is shown as portfolio
investing revenue.
For a number of reasons, including the existence of an experienced claims
adjustment staff and Physicians' success in managing invested assets, Physicians
decided that it could more effectively manage the assets remaining after the
sale of the MPL business than to sell off or fully reinsure the existing
reserves. As a result, assets are managed for the maximum overall return, within
prudent safety margins and the guidelines of the Ohio Department. Assets are
not designated on an individual item basis as either MPL or portfolio investing
assets. As a result, Physicians' invested assets produce income in both MPL and
portfolio investing segments without any true segregation of assets.
Revenues from 1996 portfolio investing operations of $27.0 million increased
$19.0 million over the $8.0 million reported for 1995 and surpassed the $2.0
million 1994 level by $25.0 million. Portfolio investing revenues are shown
30
33
below:
PORTFOLIO INVESTING
YEAR ENDED DECEMBER 31,
---------------------------
1996 1995 1994
----- ----- -----
(in millions)
REVENUES:
Realized Investment Gains $26.4 $ 5.0 $ 0.8
Investment Income 0.6 3.0 1.2
----- ----- -----
Portfolio Investing Revenues $27.0 $ 8.0 $ 2.0
===== ===== =====
Nearly all of the $27.0 million portfolio investing revenues, or $26.4 million,
was attributable to realized investment gains. These gains were principally a
result of the sale of Physicians' investment in Fairfield common stock, a
strategic "value investment" identified late in 1994. Realized investment gains
attributable to portfolio investing for 1995 and 1994 were $5.0 million and $0.8
million, respectively.
Fairfield common stock was one of the first strategic investments made by
Physicians during its transition from strictly an MPL insurance operation to an
insurance and investment company. Numerous strategic investments have since been
made. Nearly all have appreciated.
Unrealized investment gains at December 31, 1996, net of income taxes, amounted
to $ 11.8 million. This does not include all of the appreciation of PICO's
Global Equity Corporation common stock, since GEC is recorded on PICO's books at
GEC's equity value which, per share, is less than the December 31, 1996 market
value of the GEC stock. See Note 19 to the Consolidated Financial Statements.
The Company's management believes its new strategic focus is succeeding as well
as or better than expected, as evidenced by the Company's growth during the past
two to three years. The Company intends to continue to make selective
investments for the purpose of enhancing and realizing additional value by means
of appropriate levels of shareholder influence and control, as well as to
operate its subsidiaries to obtain maximum shareholder value. Nevertheless,
while past results are very encouraging, future results cannot and should not be
predicted based upon past performance alone.
The decline in 1996 investment income compared to 1995 was principally due to a
significant shift in the mix of the Company's investment portfolio from interest
bearing fixed maturity and cash equivalent securities toward equity securities.
See "PART I -- BUSINESS -- HISTORY OF THE COMPANY -- PHYSICIANS." Also, the rate
used to discount MPL loss and LAE reserves was reduced to 4% from an average of
around 5% in 1994, resulting in a reduction in discount accretion from 1995
forward. As a result, 1995 investment income attributed to portfolio investing
operations increased over 1994 due to less investment income having been
allocated to MPL operations to cover discount accretion.
Net of expenses, but before taxes, portfolio investing contributed $23.3 million
to pre-tax operating income for 1996 compared to $5.3 million during 1995 and
$0.1 million in 1994. Realized investment gains accounted for nearly all the
fluctuation between years, accompanied by the changes in investment income
discussed above. Equity securities excluding GEC, which is valued on an equity
basis, totaled $79.5 million and $99.9 million at December 31, 1996 and 1995,
respectively. Equity securities are subject to changes in the stock market which
may at times be volatile and cause PICO's shareholders' equity to fluctuate from
period to period. These equity securities, excluding GEC, made up 24% and 37% of
the Company's investments, cash and cash equivalents at year-ends 1996 and 1995,
respectively. The breakdown of pre-tax operating income from portfolio investing
operations follows:
31
34
PORTFOLIO INVESTING
YEAR ENDED DECEMBER 31,
----------------------------
1996 1995 1994
----- ----- -----
(in millions)
PRE-TAX OPERATING INCOME:
PICO and The Professionals $22.3 $ 5.8
Equity in Unconsolidated Subsidiaries 1.0 (0.5)
Other $ 0.1
----- ----- -----
Investment Banking Operating Income $23.3 $ 5.3 $ 0.1
===== ===== =====
Equity in unconsolidated subsidiaries represents the Company's share of GEC's
net income.
LIFE AND HEALTH INSURANCE
APL produced $9.0 million in revenues during 1996, $2.2 million more than during
the comparable 1995 period and $800,000 more than 1994. The breakdown of these
revenues follows:
LIFE AND HEALTH INSURANCE
YEAR ENDED DECEMBER 31,
------------------------
1996 1995 1994
---- ---- ----
(in millions)
REVENUES:
Net Earned Premiums $1.5 $1.9 $3.9
Investment Income 3.4 4.0 3.7
Realized Investment Gains 3.9 0.1 0.1
Other Income 0.2 0.8 0.5
---- ---- ----
Revenue from Life and Health Insurance $9.0 $6.8 $8.2
==== ==== ====
PRE-TAX OPERATING INCOME:
PIC/APL $4.0 $0.9 $2.9
==== ==== ====
The principal difference between 1996 and 1995 revenues, and operating income,
was an increase in realized capital gains of $3.8 million, principally
attributable to the sale of APL's holdings of Fairfield Communities, Inc. common
stock. Partially offsetting the increase in realized investment gains were a
$400,000 decline in net earned premiums and a $600,000 reduction in investment
income. Compared to 1994, 1996 earned premiums were down $2.4 million. These
reductions in net earned premiums were primarily due to APL no longer being the
underwriting insurer for Physicians employee health and dental plans, effective
March 1, 1996. APL had ceased writing group health and dental coverages with the
exception of Physicians plans effective July 1, 1994.
32
35
The following exhibit shows the impact of the decline in health insurance
premiums upon net earned premiums over the past three years:
LIFE AND HEALTH INSURANCE NET EARNED PREMIUMS
YEAR ENDED DECEMBER 31,
1996 1995 1994
---- ---- ----
(in millions)
Life Insurance $1.3 $1.5 $1.3
Health Insurance 0.2 0.4 2.6
---- ---- ----
Net Earned Premiums $1.5 $1.9 $3.9
==== ==== ====
The exit from the group health insurance market (primarily major medical) was a
result of management's decision to concentrate APL's marketing and sales efforts
on the Survivor Key product line. This life insurance product combines the
benefits of a lump sum cash payout upon the diagnosis of certain critical
illnesses with a death benefit. Gross written premiums for Survivor Key have
increased from $96,000 in 1994 to $257,000 in 1995 and $547,000 in 1996.
Other 1996 revenues were down $600,000 compared to 1995 and $300,000 compared to
1994. This category includes APL's commission income for outside company
products as well as its fees for administrative services contracts. Beginning
January 1, 1996, APL ceased to be the agent of record on a block of group health
business. This decrease in commission revenue was directly offset by a
corresponding reduction in commission expenses which is included with the
"Insurance underwriting and other expenses" line of the income statement.
Investment income revenues were down $600,000 compared to 1995 and $300,000
compared to 1994. These decreases were principally due to an increased level of
equity securities in APL's investment portfolio.
Life and health operations resulted in 1996 pre-tax operating income of $4.0
million. This compares to $859,000 in 1995 and $2.9 million in 1994. As
discussed above, realized investment gains were the primary source of the
increase in 1996 income. The 1995 decrease as compared to 1994 was primarily
attributable to the exit from the group health insurance market. APL's claims
experience was excellent in the major medical product line in 1994, which
resulted in a reserve decrease for 1994 and contributed to the 1994 operating
income.
PROPERTY AND CASUALTY INSURANCE
Sequoia, CIC and CNIC currently account for all of the ongoing property and
casualty ("P & C") insurance revenues. These companies write predominately light
commercial and multiple peril insurance coverage in central and northern
California.
Because the Merger occurred in November 1996, only two months (approximately)
worth of CIC's and CNIC's revenues, expenses, and operating income are included
in these financial statements and in this discussion for 1996. No prior years'
data is shown for CIC and CNIC. Because Sequoia was acquired on August 1, 1995,
only five months of Sequoia's financial information is included for 1995, and
none for 1994.
Total P & C revenues for 1996 of $35.3 million far-exceeded 1995 partial year
revenues of $2.5 million.
Sequoia produced $28.7 million in revenues during 1996 as compared to $2.5
million for last five months of 1995, from the date of purchase of Sequoia to
year-end. As shown below, earned premiums made up most of these revenues.
Premiums are earned pro-rata throughout the year according to the coverage dates
of the underlying policies.
Included in the total P & C revenues shown below are $6.5 million from CIC and
CNIC for the short period of their
33
36
inclusion, including earned premiums of $5.1 million, investment income of $1.2
million, realized investment gains of $49,000 and other income of $99,000.
PROPERTY AND CASUALTY INSURANCE
YEAR ENDED DECEMBER 31,
1996 1995
----- -----
(in millions)
REVENUES:
Earned Premiums- Sequoia $26.3 $ 2.4
Earned Premiums- Citation 5.1
Investment Income 2.6 0.2
Realized Investment Gains 0.7
Other 0.6 (0.1)
----- -----
P & C Revenues $35.3 $ 2.5
===== =====
PRE-TAX OPERATING INCOME:
Sequoia and Citation $ 3.3 $(3.7)
===== =====
Sequoia's direct premium writings for 1996 were $38.0 million, down $4 million,
or 9.6% from the $42.0 million reported by Sequoia on a statutory basis for the
full year of 1995. The $42.0 million 1995 direct written premium total includes
seven months of activity prior to Physicians' purchase of Sequoia on August 1,
1995. This reduction in premium writings reflects the increased underwriting
selectivity of Sequoia's new management team. As policies came up for renewal in
1995 and through much of 1996, they were reviewed carefully by underwriting
management for excessive loss experience and unwanted risks. While new business
writings have not offset renewal policies cancelled or non-renewed, new policy
writings have been better than expected. The loss of renewal policies with
higher loss ratios and greater exposures to risk should improve Sequoia's loss
ratios in the future.
Sequoia produced a net loss of $983,000 for 1996 based upon statutory accounting
practices ("SAP") as filed with the California Department. On the basis of
generally accepted accounting principles ("GAAP"), Sequoia reported 1996 net
income of $1.5 million compared to a $2.5 million net loss for the five month
1995 period. The primary difference between the 1996 SAP net loss and GAAP net
income was attributable to the deferral of a portion of policy acquisition
expenses, which will be amortized into expense pro-rata as related premiums are
earned.
Much of Sequoia's five-month 1995 loss was attributable to expenditures which
are expected to continue to provide benefits in future years through improved
operating efficiencies. These expenses included, among others, those associated
with development of a new policy quoting and processing system and integrated
claims processing and accounting systems. Software has been developed and is now
in use which allows underwriters and agents to decentralize, rate policies in
the field, and download the information via modem to the home office, allowing
them to spend much more time in the field inspecting risks and servicing
policies.
Also contributing to the 1995 pre-tax operating loss were acquisition costs
(such as commissions) based upon written premiums, which were much higher than
net earned premiums. Since the previous owner of Sequoia took full
responsibility for the unearned premium reserve at July 31, 1995, a considerable
lag developed between Sequoia's written premiums and earned premiums. As a
result, operating expenses were high compared to earned premiums. Normally,
a portion of these acquisition expenses could have been deferred and expensed
over the underlying policy periods.
34
37
However, this was not the case in 1995 for Sequoia. A large portion of these
acquisition costs amounting to $1.3 million were expensed in the year incurred
instead of being deferred and amortized over the premium recognition period. A
write off of deferred acquisition costs is required when the sum of expected
claim costs and claim adjustment expenses, expected dividends to policyholders,
unamortized acquisition costs, and maintenance costs exceed related unearned
premiums.
The improvement in Sequoia's 1996 performance is attributable to improved loss
experience and reduced expenses. As a result of improved loss and expense
ratios, 1996 acquisition expenses have been capitalized and will be amortized
over the premium recognition period, since a premium deficiency did not exist.
Sequoia's industry ratios as determined under SAP were as follows:
1996 1995 1994
----- ----- ------
Loss and LAE Ratio 63.5% 69.8% 74.6%
Underwriting Expense Ratio 37.5% 100.8% 32.5%
----- ----- -----
Statutory Combined Ratio 101.0% 169.8% 107.1%
===== ===== =====
* Amounts shown for 1995 and 1994 include periods prior to Physicians' ownership.
Sequoia's 1996 GAAP combined ratio was 93.7%, consisting of a 62.9% loss and
LAE ratio and an expense ratio of 30.8%.
Property and casualty operations contributed pre-tax operating income of $3.3
million during 1996, consisting of $35.3 million in revenues, less losses and
loss adjustment expenses incurred of $20.3 million and operating expenses of
$11.7 million. This compares to 1995 pre-tax operating loss of $3.7 million.
MPL OPERATIONS
Physicians' and PRO's MPL insurance business was sold to Mutual on August 28,
1995. Between July 16, 1995 and December 31, 1995, all MPL business written by
Physicians and PRO was 100% reinsured by Mutual. Except for a few minor policy
coverage extensions and adjustments which are 100% reinsured by Mutual, for all
intents and purposes, the Company ceased writing MPL policies effective January
1, 1996, the date Mutual began writing the business directly. The Company
continues to administer and adjust the remaining claims and LAE reserves. Based
upon careful analysis of various alternative scenarios for handling the runoff
of the remaining claims reserves, the Company determined that the best option
was to process the existing claims internally with existing staff, rather than
through a third party administrator or through an outright sale of the claims
and LAE reserves. In addition, it is expected that shareholders' equity will be
better served by retaining the investments necessary to fund the payment of
these claims and LAE reserves, managing them along with the rest of the
Company's investment holdings, as opposed to selling of fully reinsuring these
reserves and giving up the corresponding funds. Accordingly, although the
Company ceased writing MPL insurance, MPL is treated as a separate business
segment of continuing operations due to the continued management of claims and
associated investments. Revenues from MPL operations included the following:
35
38
MEDICAL PROFESSIONAL LIABILITY INSURANCE
YEAR ENDED DECEMBER 31,
-----------------------
1996 1995 1994
----- ----- -----
(in millions)
REVENUES:
Earned Premiums $ 7.4 $17.1 $20.0
Investment Income, Net of Expenses 4.8 5.9 10.5
Income from Sale of MPL Business 6.0
----- ----- -----
MPL Revenues $12.2 $29.0 $30.5
===== ===== =====
PRE-TAX OPERATING INCOME: $ 8.5 $ 6.0 $16.3
===== ===== =====
Since the withdrawal of Physicians and PRO from their personal automobile and
homeowners lines of business in the late 1980's, MPL has, for all intents and
purposes, been these two companies' only sources of insurance premiums. The
decline in earned premium from $20.0 million in 1994 to $17.1 million in 1995
and $7.4 million in 1996 resulted from the withdrawal from the MPL line of
business beginning with the 100 percent quota share treaty with Mutual effective
with July 16, 1995 and subsequent new and renewal business.
The following table shows the decline in Physicians' and PRO's direct written
premiums over the past five years:
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(in millions)
Direct Written Premiums $ 0.2 $22.6 $28.0 $37.6 $52.6
This decline in direct written premiums indicative of the increasing competitive
pressures within Ohio which, among other factors, led Physicians and PRO to
increase premium rates, to be more selective in underwriting and, ultimately, to
withdraw from the MPL line of business.
MPL premiums continued to be earned during 1996 based upon premiums written
prior to July 16, 1995, the effective date of the 100 percent quota share treaty
with Mutual. Very few, if any, MPL premiums will be earned beyond 1996.
Investment income revenues will continue to accrue to the MPL runoff.
MPL operations produced pre-tax operating income of $8.5 million for 1996
compared to $6.0 million and $16.3 million in income during 1995 and 1994,
respectively. Pre-tax operating results for 1996 were bolstered by a $1.4
million take down of death, disability and retirement unearned premium reserves
related to the Mutual transaction, and loss and LAE reserve reductions of
approximately $6.0 million as MPL reserves continued to develop favorably. This
favorable reserve development has been verified by two independent actuaries, as
required by the Ohio Department regulations for MPL companies. The $6.0 million
operating income recorded for 1995 was entirely attributable to the $6.0 million
realized on the sale of Physicians' and PRO's MPL businesses. The $16.3 million
recorded in 1994 benefited from more than $12.0 million in reserve reductions,
net of additional reserve discount accretion associated with reducing the
reserve discount rate to 4% from close to 5%. Investment income was also higher
in 1995 and 1994 due to greater reserve levels and higher loss reserve discount
accretion in 1994. The greater amounts of discount resulted in corresponding
allocations of investment income to these years for the MPL segment.
Physicians' claims department staff continues to process the runoff of the
remaining MPL loss and loss adjustment expense claims which is progressing
routinely. At December 31, 1996, MPL reserves totaled $112.9 million, net of
reinsurance and discount. This compares to $136.2 million and $154.4 million at
December 31, 1995 and 1994, respectively. MPL loss and LAE reserves continue to
decline as a result the disposition of claims, accompanied by the continued
favorable reserve development discussed above.
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MPL INSURANCE -- LOSS AND LAE RESERVES
DECEMBER 31,
------------
1996 1995 1994
------ ------ ------
(in millions)
Direct Reserves $158.4 $192.5 $204.3
Ceded Reserves (33.3) (38.5) (29.8)
Discount of Net Reserves (12.2) (17.8) (20.1)
------ ------ ------
Net MPL Reserves $112.9 $136.2 $154.4
====== ====== ======
Although MPL reserves are certified annually by two independent actuaries
for each insurance company as required by state law, significant fluctuations in
reserve levels can occur based upon a number of variables used in actuarial
projections of ultimate incurred losses and LAE.
OTHER OPERATIONS
Other operations consists principallyloss adjustment expenses.
Physicians' liability for unpaid medical professional liability insurance
losses and loss adjustment expenses was discounted through December 31, 1999, to
reflect investment income as permitted by the Ohio Department of Summit'sInsurance. The
method of discounting was based upon historical payment patterns and assumed an
interest rate at or below Physicians' investment management
operations,yield, and
47
was the wind downsame rate used for statutory reporting purposes. A discount rate of Raven Development Company's ("Raven") real estate4%
was used for medical professional liability insurance reserves. Discounting was
discontinued effective January 1, 2000. See Notes 12 and 21 of Notes to
Consolidated Financial Statements, "Reserves for Unpaid Loss and Loss Adjustment
Expenses" and "Cumulative Effect of Change in Accounting Principle."
All of PICO's insurance companies seek to reduce the loss that may arise
from individually significant claims or other events that cause unfavorable
underwriting results by reinsuring certain levels of risk with other insurance
carriers.
Various reinsurance treaties remain in place to limit PICO's exposure
levels.
ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSE DEVELOPMENT
The following table presents the development projects,of balance sheet liabilities
for 1991 through 2001 for all property and variouscasualty lines of business including
medical professional liability insurance. The "Net liability as originally
estimated" line shows the estimated liability for unpaid losses and loss
adjustment expenses recorded at the balance sheet date on a discounted basis,
prior to 2000, for each of the indicated years. Reserves for other activitieslines of
business that Physicians ceased writing in 1989, which are immaterial, are
excluded. The "Gross liability as summarized below:
OTHER OPERATIONSoriginally estimated" represents the estimated
amounts of losses and loss adjustment expenses for claims arising in all prior
years that are unpaid at the balance sheet date on an undiscounted basis,
including losses that had been incurred but not reported.
YEAR ENDED DECEMBERYear Ended December 31,
-----------------------------------------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996
1995 1994
---- ---- ----
(in millions)
REVENUES:-------------- ------------- ------------- ------------- ------------- ----------
(In thousands)
Real Estate Development $1.6 $1.4 $1.5
Investment Management 0.3 0.2
Other 0.3 0.1
---- ---- ----
Revenue from Other Operations $2.2 $1.6 $1.6
==== ==== ====
PRE-TAX OPERATING INCOME
Real Estate Development $(0.2) $0.1
Investment Management $0.1 (0.1)
Other (1.2) (0.2) (0.1)
---- ---- ----
Pre-Tax Operating Income-Other Operations $(1.1) $(0.5) $0.0
==== ==== ====
Net liability as originally estimated: $129,768 $159,804 $179,390 $153,212 $137,523 $164,817
Discount 30,647 31,269 32,533 20,144 16,568 12,216
Gross liability as originally estimated: 160,415 191,073 211,923 173,356 154,091 177,033
Cumulative payments as of:
One year later 42,986 41,550 34,207 35,966 27,128 59,106
Two years later 81,489 73,012 69,037 61,263 65,062 95,574
Three years later 103,505 103,166 90,904 93,908 86,865 115,160
Four years later 120,073 116,278 118,331 110,272 100,967 129,907
Five Years later 127,725 139,028 128,773 119,879 111,553 138,505
Six years later 142,973 143,562 136,820 129,819 116,575
Seven years later 147,142 148,426 145,683 132,394
Eight years later 151,751 156,620 147,386
Nine years later 159,205 157,975
Ten years later 160,426
Liability re-estimated as of:
One year later 188,811 197,275 183,560 170,411 147,324 176,922
Two years later 184,113 179,763 184,138 163,472 146,653 192,203
Three years later 174,790 182,011 175,308 162,532 151,752 202,014
Four years later 177,811 176,304 178,544 165,696 156,482 202,767
Five Years later 172,431 181,721 178,584 167,145 159,266 191,728
Six years later 175,830 181,868 178,371 167,821 150,375
Seven years later 177,603 181,029 178,717 160,233
Eight years later 178,419 183,229 171,926
Nine years later 180,624 179,052
Ten years later 177,577
Cumulative Redundancy (Deficiency) ($17,162) $12,021 $39,997 $13,123 $3,716 ($14,695)
Investment management revenues48
Year Ended December 31,
---------------------------------------------------------------------
1997 1998 1999 2000 2001
------------- ------------- ----------- ------------ ---------
(In thousands)
Net liability as originally estimated: $128,205 $102,877 $98,655 $93,997 $75,259
Discount 9,159 8,515 7,521
Gross liability before discount as originally estimated: 137,364 111,392 106,176 93,997 75,259
Cumulative payments as of:
One year later 44,750 31,056 25,625 21,688
Two years later 69,571 51,184 41,029
Three years later 85,896 62,494
Four years later 95,591
Five Years later
Six years later
Seven years later
Eight years later
Nine years later
Ten years later
Liability re-estimated as of:
One year later 144,367 127,269 107,521 83,511
Two years later 160,325 127,898 97,614
Three years later 160,239 117,246
Four years later 149,723
Five Years later
Six years later
Seven years later
Eight years later
Nine years later
Ten years later
Cumulative Redundancy (Deficiency) ($12,359) ($5,854) $8,562 $10,486
RECONCILIATION TO FINANCIAL STATEMENTS
Gross liability - end of year $148,689 $121,442 $98,409
Reinsurance recoverable (42,514) (27,445) (23,190)
----------- ------------ ---------
Net liability before discount - end of year 106,175 93,997 75,219
Net discount (7,521)
----------- ------------ ---------
Net liability - end of year (discounted for 1998 and 1999) 98,654 93,997 75,219
Reinsurance recoverable (discounted for 1998 and 1999) 40,334 27,445 23,190
----------- ------------ ---------
138,988 121,442 98,409
Discontinued personal lines insurance 145 100 40
----------- ------------ ---------
Balance sheet liability (discounted for 1998 and 1999) $139,133 $121,542 $98,449
=========== ============ =========
Gross re-estimated liability - latest $146,131 $114,299
Re-estimated recoverable - latest (48,518) (30,788)
----------- ------------
Net re-estimated liability before discount - latest 97,613 83,511
Net re-estimated discount - latest
----------- ------------
Net re-estimated liability - latest $97,613 $83,511
=========== ============
Net cumulative redundancy before discount $8,562 $10,486
=========== ============
Each decrease or increase amount includes the effects of all changes in
amounts during the current year for prior periods. For example, the amount of
the redundancy related to losses settled in 1994, but incurred in 1991, will be
included in the decrease or increase amount for 1991, 1992 and operating income1993. Conditions
and trends that have affected development of the liability in the past may not
necessarily occur in the future. For example, Physicians commuted reinsurance
contracts in several different years that significantly increased the estimate
of net reserves for prior years by reducing the recoverable loss and loss
adjustment expense reserves for those years. Accordingly, it may not be
appropriate to extrapolate future increases or decreases based on this table.
49
The data in the above table is based on Schedule P from Summit increasedeach of the
insurance companies' 1991 to 2001 Annual Statements, as filed with state
insurance departments; however, the development table above differs from the
development displayed in Schedule P, Part-2, of the insurance Annual Statements
as Schedule P, Part-2, excludes unallocated loss adjustment expenses.
LOSS RESERVE EXPERIENCE
The inherent uncertainties in estimating loss reserves are greater for some
insurance products than for others, and are dependent on the length of the
reporting lag or "tail" associated with a given product (i.e., the lapse of time
between the occurrence of a claim and the report of the claim to the insurer),
on the diversity of historical development patterns among various aggregations
of claims, the amount of historical information available during the estimation
process, the degree of impact that changing regulations and legal precedents may
have on open claims, and the consistency of reinsurance programs over 1995. Summit now hastime,
among other things. Because medical professional liability insurance and
commercial casualty claims may not be fully paid for several years or more,
estimating reserves for such claims can be more uncertain than $400 millionestimating
reserves in assets under management. Summit's
revenues increased over 1995 asother lines of insurance. As a result, precise reserve estimates
cannot be made for several years following a current accident year for which
reserves are initially established.
There can be no assurance that the insurance companies have established
reserves adequate to meet the ultimate cost of additional funds under management,
including competitive portfolio management feeslosses arising from such claims.
It has been necessary, and will over time continue to be necessary, for the
insurance companies to review and make appropriate adjustments to reserves for
estimated ultimate losses and loss adjustment expenses. To the extent reserves
prove to be inadequate, the insurance companies would have to adjust their
reserves and incur a charge to income, which could have a material adverse
effect on PICO's financial results.
Reconciliation of Unpaid Loss and Loss Adjustment Expenses
An analysis of changes in the liability for unpaid losses and loss
adjustment expenses for 2001, 2000, and 1999 is set forth in Note 12 of Notes to
PICO's Consolidated Financial Statements, "Reserves for Unpaid Loss and Loss
Adjustment Expenses."
REINSURANCE
Medical Professional Liability Insurance
On July 14, 1995, Physicians and Professionals entered into an Agreement for
the Purchase and Sale of Certain Assets with Mutual Assurance, Inc. This
transaction closed on August 28, 1995. Pursuant to the insurance companies.
However, intercompany fees have been eliminated in this presentation. Summit's
pre-tax operating income was $121,000 for 1996. This compares to a loss of
$105,000 for 1995, for a $226,000 improvement.
Sales of real estate remained at about the same level in 1996 as in the previous
two years. During the first quarter of 1996, consistent with Raven's plan of
orderly withdrawal from the real estate development business, management was
successful in selling a large tract of undeveloped land, which represented most
of Raven's existing inventory. Raven now holds less than $200,000 in inventory
of land for sale.
Under the category of "Other," Stonebridge Partners AG ("Stonebridge"), a Swiss
corporation 76 percent owned byagreement, Physicians which brokers annuities and
other
insurance products within Europe, produced a pre-tax operating loss of $1
million for 1996. The pre-tax loss for 1995 was $234,000. Stonebridge began
operations in late 1995, resulting in significant start-up costs in 1995, which
continued into 1996. Management believes that the Stonebridge concept is a good
one which fits well with the Company's other businesses; however, for various
reasons, Stonebridge has been unsuccessful in marketingProfessionals sold their brokerage
business, as well as in collecting accounts which they believe are due them from
clients.
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40
Management has recently taken steps to limit additional downside exposure.
Additional operating losses will most likely be incurred in 1997 as a result of
Stonebridge.
LIQUIDITY AND CAPITAL RESOURCES -- YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
In 1995, Physicians took a significant step in changing its strategic direction
by selling its ongoing MPLprofessional liability insurance business and related
liability insurance business. All assetsbusiness for physicians and liabilities of Physicians related to insurance policies
written prior to the saleother health care providers.
Simultaneously with execution of the recurring book of business were retained by
Physicians. During 1995,agreement, Physicians reactivated its investment advisory
subsidiary, Summit; acquiredand Mutual
entered into a California property and casualty insurance
company, Sequoia; and purchased 38.2% of GEC, a Canadian corporation active in
investment banking, agricultural services, water rights, and other businesses.
See "Item 1--Business--History of the Company." In 1996, Physicians took another
large step in the continuing process of changing its strategic direction, with
the reverse acquisition of Citation.
It is expected that each of the major companies currently within the PICO group
will be able to stand on its own and cover its own cash flow needs without the
need for borrowing or additional capital infusions, with the possible exceptions
of additional capital requirements of Sequoia and CIC to maintain or improve
their AMBest ratings or to meet minimum capital requirements.
As a result of ceasing to write MPL insurance, Physicians' operating cash flows
have become, and should continue for the foreseeable future, to be negative.
Cash flows from other sources within Physicians, primarily reinsurance recoveries, investment income and the sale of invested assets will provide the
necessary funds. Major cash outflows most likely will include the funding of
claims and loss adjustment expenses, investment purchases, dividend
distributions, and operating costs. The Company's active insurance P & C
subsidiaries, Sequoia and CIC, should provide positive cash flows from premium
writings, investment income, and the sale of invested assets. Cash will be used
to fund the payment of their own claims and operating expenses, as well as in
purchasing investments. Summit should produce positive cash flow in the form of
investment management fees in excess of operating costs.
Although Sequoia's positive operating cash flows exceeded more than $10 million
in 1996, and CIC's cash flows should become significant in 1997 and later years,
Physicians' cash flows have had the greatest impact on the consolidated group
during the past three years and should continue to do so for a number of years
into the future.
As of December 31, 1995, Physicians reported discounted unpaid loss and loss
adjustment expense reserves of approximately $140 million, net of reinsurance.
Based upon projections from past actuarial information, more than 75%, or $105
million, of these reserves are expected to be settled by the end of the year
2000. Past experience indicates that funding requirements should be greatest in
the first through third years, accounting for more than 60% of the total
eventual reserve and loss adjustment expense payments. As expected, loss and LAE
reserves at December 31, 1996 declined more than 22% to $109 million after
payment of more than $30 million in claims and LAE. Operating expenses
associated with the discontinued MPL line of business have been significantly
reduced in 1995 and in 1996 and are expected to continue to decline. As evidence
of PICO's cutbacks, employee counts have been reduced by nearly two-thirds
compared to the year-end 1994 level.
The Company's insurance subsidiaries attempt to structure the duration of their
invested assets to match the cash flows required to settle the related unpaid
claims liabilities. Their invested assets provide adequate liquidity to fund
projected claims and LAE payments for the coming years.
To the extent that funds necessary for settling claims and paying operating
expenses are not provided by existing cash and cash equivalents, investment
income, reinsurance recoveries, and rental other income, invested assets will be
liquidated. Short term and fixed maturity investments are managed to mature
according to projected cash flow needs. Equity securities will be converted to
cash as additional funds are required, with an anticipated maximum liquidation
lead-time of approximately six months.
At December 31, 1996, Physicians' investment portfolio on a stand-alone basis
contained invested assets of
38
41
approximately $177.3 million, plus cash and cash equivalents of $12.5 million.
These invested assets are in excess of the present value of expected future
payouts of losses and loss adjustment expenses (discounted at 4%) of $109
million, even if $77 million in investments in affiliates (GEC, Sequoia, Summit,
PRO, APL and other affiliates) were excluded.
Disregarding any appreciation or depreciation of Physicians' investment
portfolio and the results of the operations of its subsidiaries and affiliates,
on a stand alone basis Physicians should experience a decline in total assets
and total liabilities as a result of the payment of claims, loss adjustment
expenses and operating expenses. Absent unfavorable loss experience and
operating and other expenses in excess of investment income, shareholders'
equity should remain relatively unaffected. Income in excess of expenses,
favorable claims experience, appreciation of investments and increases in the
equities of subsidiaries and affiliates all would increase shareholders' equity
and, ultimately, total assets.
PICO management hopes to maximize the return of all assets, including those
needed to fund the eventual wrap-up of the MPL reserves through, among other
things, value investing and managing the invested assets internally rather than
liquidating assets to pay a third party to oversee the runoff of the existing
claims. Management also elected to handle the runoff of the MPL claims
internally to continue to maintain a high standard of claims handling and to
maximize shareholder values. While management expects that the Company's current
and future investments will increase in value, offsetting some of the decline in
assets during the period of runoff and increasing shareholder value, the impact
of future market fluctuations on the value of the Company's invested assets
cannot be accurately predicted. Although assets will be managed to mature or
liquidate according to expected payout projections, at times, in response to
abnormal funding demands, some invested assets may need to be sold at
inopportune times during periods of decline in the stock market or declines in
the market values of the individual securities. Such forced sales are expected
to occur infrequently and only under extreme circumstances; however, this cannot
be guaranteed.
As previously mentioned, reinsurance recoveries (reimbursement of covered losses
from reinsurers) will be a significant source of incoming funds in upcoming
years as claims are settled. As shown in the accompanying financial statements,
consolidated reinsurance receivables amounted to $97.0 million at December 31,
1996 compared to $100.7 million at December 31, 1995. Physicians' reinsurance
receivables were $38.0 million at December 31, 1996 and $35.9 million at
December 31, 1995. Of the $59 million difference between the $97.0 million
consolidated total at December 31, 1996 and the $38.0 million of Physicians,
$49.2 million was recorded on Sequoia's financial statements, most of which is
due from SRC and guaranteed by QBE. See "Item 1--Business--History of the
Company." Of the remainder, $6.6 million resulted from the inclusion of
Citation.
Unsecured reinsurance risk is concentrated in the companies and amounts shown in
the table under Note 11 ("Reinsurance") to the Consolidated Financial Statements
as of December 31, 1996. All companies listed are highly rated companies with
significant sources of capital.
As an additional source of funding, PICO's subsidiaries as they grow and
accumulate increasing amounts of retained earnings may be able to return some of
PICO's investment in the form of dividend distributions; however, this cannot be
assured. On December 30, 1996, Physicians paid a dividend of $13.2 million to
PICO for further investment by PICO. This dividend was the maximum dividend that
could be paid under Ohio insurance regulations without specific approval by the
Ohio department. State insurance departments do not regulate funds
invested at the holding company level.
As shown in the accompanying Consolidated Statements of Cash Flows, the Company
used cash flows of $10.8 million for operations in 1996 and $15.1 million in
1995, compared to $5.0 million in 1994. Cash used for 1994 operations was
greatly inflated by an approximate $20 million increase in MPL reinsurance
premiums as a result of significant changes in the Company's reinsurance
treaties. The increased cash outflows for 1995 principally relate to a $27
million reduction in MPL premium collections as compared to 1994, increased
claims payments of $1.3 million, increased operating expenses of approximately
$2 million, increased federal income tax payments of $1.5, and increased
deposits with reinsurers of $4.2 million, partially offset by a $11.7 million
decrease in reinsurance cessions. Cash consumed by operations in 1996 decreased
from the $15.1 million level to $10.8 million, even though MPL premium
collections decreased by more than $16 million and investment income receipts,
excluding capital gains, decreased more than $3.4 million. Partially offsetting
the decline in MPL premiums, MPL claims payments decreased $7 million during
1996 as compared to 1995. Most of the remaining positive cash flow increase from
operations was attributable to
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Sequoia, not only due to its inclusion in the consolidation for the full year,
but also as a result of reduced claims and expense payments and increased
premiums.
Cash provided by investing activities in 1996 of $31.4 million principally
reflects fixed income securities maturities and investment gains realized from
the sale of Fairfield. Cash provided in 1995 of $37.6 million and 1994 of $9.4
million reflect PICO's liquidation of much of its fixed income investment
portfolio in limiting its exposure to the fluctuations of market values due to
changing interest rates and, at the same time, providing the Company flexibility
and liquidity to take advantage of consolidation and market opportunities. Also
reflected in the 1995 cash provided by investing activities is $6 million in
proceeds from the sale of Physicians' MPL business. Excluding cash invested in
Sequoia, Summit and Stonebridge, 1995 investment cash inflows were $47.4
million.
Financing activities provided cash in all three years ($69,000 in 1996, $439,000
in 1995, and $3.6 million in 1994). Most of the cash provided related to capital
infusions by GPG in 1994 ($3 million) and the issuance of common stock in 1995
($350,000)treaty pursuant to the exercise of stock options issuedwhich Mutual agreed to assume all
risks attaching after July 15, 1995 under PICO's 1993
Stock Option Plan. Life and annuity insurance products also provided financing
cash flows of $ 306,000 in 1996, $166,000 in 1995, and $743,000 in 1994.
At December 31, 1996, the Company had no significant commitment for future
capital expenditures, other than in the ordinary course of business and to
provide certain funding for Stonebridge, which has subsequently been limited.
The Company has also committed to maintain Sequoia's capital and statutory
policyholder surplus level at a minimum of $7.5 million. Sequoia was well above
this level as of December 31, 1996. The Company has also committed to make every
attempt to maintain Sequoia's AMBest rating at or above the "B++" (Very Good)
level, which may at some time in the future require additional capital infusions
into Sequoia by the Company. Subsequent to year-end 1996, the Company has
committed to purchase for approximately $30 million a debenture from GEC. The
Company has committed to invest approximately $16 million in a limitedmedical professional liability
corporation which owns land in Nevada. GEC has committed to purchase the
remaining interest of this limited liability corporation.
CAPITAL RESOURCES
In the past three years, Physicians has completed significant transactions
impacting shareholders' equity and its ownership. In 1994, GPG infused capital
into Physicians by exercising $3.0 million of its option to purchase $5 million
of Physicians stock. GPG had previously invested $5 million in Physicians. In
August 1995, Physicians purchased Sequoia for $1,350,000. In September 1995,
Physicians acquired an approximate 38.2 percent interest in the common stock of
GEC for approximately $34 million. In 1996, GPG sold approximately 16% of its
interest in Physicians (850,000 pre-merger shares) to GEC. As a result of this
ownership of each other's stock, treasury stock increased by $5.8 million--a
reduction of shareholders' equity. Also, in November 1996, Physicians and
Citation combined in a reverse acquisition, increasing shareholders' equity,
assets and liabilities of the Company. This reverse acquisition resulted in the
creation of $6.3 million of "negative goodwill" on the balance sheet of the
Company, which will be amortized into income equally over 10 years.
During 1994, Physicians adopted the provisions of SFAS No. 115, which resulted
in an increase in shareholders' equity upon adoption of $7.4 million.
Shareholder dividends payable by Physicians or its insurance subsidiaries are
subject to certain limitations imposed by Ohio or California law, according to
the state of domicile. Generally, the limitations are determined using the
greater of the prior year's statutory net income or 10% of statutory
policyholder surplus. On December 30, 1996, Physicians paid a dividend to PICO
in the amount of $13.2 million, the maximum amount allowable without Ohio
Department approval. On April 14, 1997, Physicians paid a dividend of
approximately $8.6 million to PICO. See Note 20 to the Consolidated Financial
Statements entitled "Subsequent Events." No dividends were eligible to be paid
out of Sequoia, CIC or CNIC as of January 1, 1997.
In the past few years, the NAIC has developed risk-based capital ("RBC")
measurements for both property and casualty and life insurers. The measures
provide the various state regulators with varying levels of authority based on
40
43
the adequacy of an insurer's RBC. The State of Ohio enacted the NAIC's RBC rules
effective March 3, 1996. However, disclosure of each company's RBC adequacy was
required to be reported in their statutory annual statements filed with the
various departments of insurance for 1994 and 1995. At December 31, 1996, the
Physicians, PRO, APL, Sequoia, CIC, and CNIC annual statements reported more
than adequate RBC levels. The actual percentages of Total Adjusted Surplus to
Policyholders to Authorized Control Level Risk-Based Capital as shown on page 22
of the 1996 statutory Annual Statements for Physicians, PRO, APL, Sequoia, CIC
and CNIC were 218%, 1,980%, 872%, 278%, 349%, and 4,545%, respectively.
Anything above 200% (i.e. two times Authorized Control Level RBC) required no
further action on the part of the insurance company. Any company having results
between 150% and 199% is classified as being at the Company Action Level. Lower
levels of RBC such as the Regulatory Action Level (100% to 149%), the Authorized
Control Level (70% to 99%) and the Mandatory Control Level (below 70%) require
some form of insurance department action. Under the Regulatory Action Level, the
insurer must submit a plan as in the Company Action Level. The Insurance
Commissioner will perform an examination or other analysis and, based upon such
exam or analysis, issue a corrective order. Under the Authorized Control Level,
the same actions taken under the Regulatory Action Level will occur. In
addition, the Commissioner may take action to rehabilitate or liquidate the
insurer. Under the Mandatory Control Level, the Commissioner must rehabilitate
or liquidate the insurer.
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ADDITIONAL RISK FACTORS AND UNCERTAINTIES:
In addition to the risks and uncertainties discussed in the
preceding sections entitled "Business" and "Managements' Discussion and
Analysis of Financial Condition and Results of Operations," the following risk
factors are also inherent in the Company's business operations:
INTEGRATION OF CERTAIN OPERATIONS. Citation and Physicians completed
the Merger with the expectation that the Merger would result in certain benefits
for the combined company. Achieving the anticipated benefits of the Merger will
depend in part upon whether certain of the two companies' business operations
can be integrated in an efficient and effective manner. There can be no
assurance that this will occur or that cost savings in operations will be
achieved. The successful combination of the two companies will require, among
other things, integration of the companies' respective product offerings,
medical management of health care claims and management information systems
enhancements. The difficulties of such integration may be increased by the
necessity of coordinating geographically separated organizations. The
integration of certain operations following the Merger will require the
dedication of management resources which may temporarily distract attention from
the day-to-day business of the combined companies. There can be no assurance
that integration will be accomplished smoothly or successfully. Failure to
effectively accomplish the integration of the two companies' operations could
have an adverse effect on the Company's results of operations and financial
condition following the Merger.
DEPENDENCE ON KEY PERSONNEL. The Company has several key executive
officers, the loss of whom could have a significant adverse effect on the
Company. In particular, Ronald Langley, PICO's Chairman, and John R. Hart,
PICO's President and Chief Executive Officer, play key roles in the Company's
and GEC's investment decisions. Although neither officer is party to an
employment agreement, they have entered into consulting agreements with PICO and
various of its subsidiaries. Messrs. Langley and Hart are key to the
implementation of the Company's new strategic focus, and the ability of the
Company to implement its current strategy is dependent on its ability to retain
the services of Messrs. Langley and Hart.
RISKS REGARDING PHYSICIANS; CONTINUING MPL LIABILITY. In August 1995,
Physicians sold its and PRO's MPL insurance business and related liability
insurance business. Physicians and PRO retained all assets and liabilities
related to insurance policies written prior to the sale of the recurring book of
business. Physicians and PRO will continue to administer claims and loss
adjustment expenses under MPL
insurance policies issued or renewed prior to July
16, 1995.
Cash flow needed to fund the day-to-day operationsby Physicians on physicians, surgeons,
nurses, and the payment of
claimsother health care providers, dental practitioner professional
liability insurance policies including corporate and claims expenses will be provided by investment income, lease income,
and proceeds from the sale or maturity of securities. Physicians and PRO have
established reserves to cover losses and loss adjustment expense ("LAE") on
claims incurred under the MPL policiesprofessional premises
liability coverage issued or renewed to date. The amounts
established and to be established by Physicians, and PROrelated commercial general
liability insurance policies issued by Physicians, net of applicable
reinsurance.
Prior to July 1, 1993, Physicians ceded a portion of the risk it wrote under
numerous reinsurance treaties at various retentions and risk limits. However,
during the last two accident years that Physicians wrote premium (July 1, 1993
to July 15, 1995), Physicians ceded reinsurance contracts through TIG
Reinsurance Company (rated A [Strong] by Standard & Poors), Transatlantic
Reinsurance Company (rated AA [Very Strong] by S&P) and Cologne Reinsurance
Company of America (rated BBBpi [Good] by S&P). Physicians ceded insurance to
these carriers on an automatic basis when retention limits were exceeded.
Physicians retained all risks up to $200,000 per occurrence. All risks above
$200,000, up to policy limits of $5 million, were transferred to reinsurers,
subject to the specific terms and conditions of the various reinsurance
treaties. Physicians remains primarily liable to policyholders for ceded
insurance should any reinsurer be unable to meet its contractual obligations.
Property and Casualty Insurance
Effective January 1, 1998, Sequoia and Citation entered into an
inter-company reinsurance pooling agreement for business in force as of January
1, 1998 and business written thereafter. Per the agreement, Citation ceded 100%
of its net premium and losses to Sequoia and Sequoia then ceded 50% of its net
premiums and losses to Citation. Sequoia and Citation shared equally in the
underwriting expenses. This arrangement was terminated effective January 1,
2000.
50
During this period, Citation and Sequoia had the same reinsurance program.
For property business, reinsurance provided coverage of $10.4 million excess of
$150,000 per occurrence. For casualty business, excluding umbrella coverage,
reinsurance provided coverage of $4.9 million excess of $150,000 per occurrence.
Umbrella coverages were reinsured $9.9 million excess of $100,000 per
occurrence. The catastrophe treaties for 1998 and thereafter provided coverage
of 95% of $14 million excess of $1 million per occurrence. Facultative
reinsurance was placed with various reinsurers.
Effective January 1, 2002, Sequoia increased its retention for property and
casualty losses from $150,000 to $200,000 per occurrence. Therefore, reinsurance
provides property coverage of $10.3 million excess of $200,000 per occurrence,
and casualty coverage of $4.8 million excess of $200,000 per occurrence. In
addition, Sequoia changed the umbrella reinsurance from $9.9 million excess of
$100,000 per occurrence to 98% quota share reinsurance for the first $5 million.
Therefore, Sequoia will retain 2% of each umbrella loss while the reinsurance
provides for 98% of each umbrella loss. The reinsurance for umbrella business $5
million excess of $5 million per occurrence remains at 100%. The catastrophe
treaties for 2002 provide coverage of 70% for $1.5 million excess of $1 million
per occurrence, and LAE
reserves95% for $12.5 million per occurrence excess of $2.5 million.
Citation does not require reinsurance from 2002 onwards, as its last policy
expired in December 2001.
Where the reinsurers are estimates"not admitted" for regulatory purposes, Sequoia and
Citation presently maintain sufficient collateral with approved financial
institutions to secure cessions of future costs based on various assumptionspaid losses and in
accordance with Ohio law,outstanding reserves.
All policy and claims liabilities of Sequoia prior to August 1, 1995 have
been discounted (adjusted100% reinsured with Sydney Reinsurance Corporation and unconditionally
guaranteed by QBE Insurance Group Limited.
See Note 11 of Notes to reflect the time
value of money). These estimates are based on actual and industry experience and
assumptions and projections as to claims frequency, severity and inflationary
trends and settlement payments. In accordance with Ohio law, Physicians and PRO
annually obtain a certification that their respective reserves for losses and
LAE are adequate from an independent actuary. Physicians and PRO also obtain a
concurring actuarial opinion. Physicians' and PRO's reserves for losses and LAE
for prior years developed favorably in 1994, and these reserves were decreased
by $12.7 million in 1994. Reserves also developed favorably in 1995; however,
accretion of reserve discount exceeded the amount of favorable development and
retroactive reinsurance, resulting in a $3.2 million increase in liabilities for
prior years' claims. As a result of continued favorable claims experience,
reserves for prior years' claims were further reduced in the first and fourth
quarters of 1996. Management believes that the reserving methods and assumptions
are reasonable and prudent and that Physicians' and PRO's reserves for losses
and LAE are adequate. Due to the inherent uncertainties in the reserving process
there is a risk, however, that Physicians' and PRO's reserves for losses and LAE
could prove to be inadequate which could result in a decrease in earnings and
shareholders' equity. Adverse reserve development can reduce statutory surplus
or otherwise limit the growth of such surplus.
42
45
Under Ohio law the statute of limitations is one year after the cause
of action accrues. Also under Ohio law there is a four-year statutory time bar;
however this has been construed judicially to be unconstitutional in situations
where the plaintiff could not have reasonably discovered the injury in that
four-year period. Claims of minors must be brought within one year of the date
of majority.
RISKS REGARDING SUMMIT GLOBAL MANAGEMENT. Summit is registered as an
investment adviser in California, Florida, Kansas, Louisiana, Oregon, Virginia
and Wisconsin, as well as with the Securities and Exchange Commission (the
"SEC"). Summit must file periodic reports with the SEC and must be available for
periodic examination by the SEC. Summit is subject to Section 206 of the
Investment Advisers Act of 1940, which prohibits material misrepresentations and
fraudulent practices in connection with the rendering of investment advice, and
to the general prohibitions of Section 208 of such Act. If Summit were to
violate the Investment Advisers Act prohibitions, it would risk criminal
prosecution, SEC injunctive actions and the imposition of sanctions ranging from
censure to revocation of registration in an administrative hearing.
The investment adviser business is highly competitive. There are
several thousand investment advisers registered in the states in which Summit
does business, many of which are larger and have greater financial resources
than Summit. There can be no assurance that Summit will be able to compete
effectively in the markets that it serves.
GLOBAL DIVERSIFICATION OF INVESTMENTS. As a result of global
diversification investment decisions already made and which may be made in the
future, particularlyConsolidated Financial Statements, "Reinsurance,"
with regard to GEC,reinsurance recoverable concentration for all property and
casualty lines of business as of December 31, 2001. PICO remains contingently
liable with respect to reinsurance contracts in the Company's revenues may be adversely
affected by economic, politicalevent that reinsurers are
unable to meet their obligations under the reinsurance agreements in force.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
PICO's balance sheets include a significant amount of assets and governmental conditionsliabilities
whose fair value are subject to market risk. Market risk is the risk of loss
arising from adverse changes in countries where
it maintains investments or operations, such as volatilemarket interest rates or inflation,prices. PICO currently
has interest rate risk as it relates to its fixed maturity securities and
mortgage participation interests, equity price risk as it relates to its
marketable equity securities, and foreign currency risk as it relates to
investments denominated in foreign currencies. PICO's bank debt is short-term in
nature as PICO generally secures rates for periods of approximately one to three
years and therefore approximates fair value. At December 31, 2001, PICO had
$100.9 million of fixed maturity securities and mortgage participation
interests, $57 million of marketable equity securities that were subject to
market risk, of which $36.8 million were denominated in foreign currencies,
primarily Swiss francs and Australian dollars. PICO's investment strategy is to
manage the impositionduration of exchange controls which could restrict the Company's abilityportfolio relative to withdraw funds, political instabilitythe duration of the liabilities
while managing interest rate risk.
PICO uses two models to analyze the sensitivity of its assets and
fluctuationsliabilities subject to the above risks. For its fixed maturity securities, and
mortgage participation interests, PICO uses duration modeling to calculate
changes in fair value. For its marketable securities, PICO uses a hypothetical
20% decrease in the fair value to analyze the sensitivity of its market risk
assets and liabilities. For investments denominated in foreign currencies, PICO
uses a hypothetical 20% decrease in the local currency exchange rates.of that investment.
Actual results may differ from the hypothetical results assumed in this
disclosure due to possible actions taken by management to mitigate adverse
changes in fair value and because the fair value of a securities may be affected
by credit concerns of the issuer, prepayment rates, liquidity, and other general
market conditions. The sensitivity analysis duration model produced a loss in
fair value of $3.5 million for a 100 basis point decline in interest rates on
its fixed securities and mortgage participation interests. The hypothetical 20%
decrease in fair value of PICO's marketable equity securities produced a loss in
fair value of $10.9 million that would impact the unrealized appreciation in
shareholders' equity. The hypothetical 20% decrease in the local currency of
PICO's foreign denominated investments produced a loss of $5.8 million that
would impact the unrealized appreciation and foreign currency translation in
shareholders' equity.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company'sPICO's financial statements as of December 31, 19962001 and 19952000 and for each of
the three years in the period ended December 31, 19962001 and the independent
auditors' report of independent accountants areis included in this report as listed in the index on
page 45 of this report.index.
51
SELECTED QUARTERLY FINANCIAL DATA
Summarized unaudited quarterly financial data (in thousands, except share
and per share amounts) for 19952001 and 19962000 are shown below. In management's
opinion, the interim financial data contains all adjustments consisting of only normal
recurring accruals, necessary for a
fair presentation of results for such interim periods.periods and are of a normal
recurring nature. In the fourth quarter of 2000, the Company received
notification from the Ohio Department of Insurance that it would no longer
permit the Company to discount its MPL reserves for statutory accounting
practices. Accordingly, the Company discontinued discounting its MPL reserves in
its statutory filing with the ODI and financial statements prepared in
accordance with US GAAP for the year ended December 31, 2000. The effect for the
year ended December 31, 2000 was to increase the unpaid losses and loss
adjustment expenses reserve by $7.5 million and an cumulative effect of
accounting principle of $5 million, or $0.43 per share, net of an income tax
benefit of approximately $2.5 million.
AS PREVIOUSLY REPORTED
THREE MONTHS ENDED
--------------------------------------------------------------------------------------------------
MARCH----------------------------------------------------------------
March 31, JUNEJune 30, SEPTEMBERSeptember 30, DECEMBERDecember 31,
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
1995 1995 1995 1995 1996 1996 1996 1996
--------- --------2001 2001 2001 2001
------------- ------------ --------- -------- ------------- ----------------------- -------------- ---------------
Net premiums earned........... $ 529 $4,861 $ 5,331 $6,311 $ 4,644 $ 7,319 $ 8,357 $14,631Premium income $10,039 $10,536 $10,665 $12,051
Net investment income......... 3,148 3,487 7,101 3,377 3,914 4,581 4,965 31,569income and
net realized gain (loss) 795 2,203 (473) 2,131
Total revenues................ 4,292 9,472 18,629 15,553 14,966 10,596 13,713 46,489revenues 20,721 15,658 15,749 17,452
Net income (loss) 1,134 413 14,875 (749) 1,972 (772) 1,355 21,965
------ ------ ------- ------ ------- ------- ------- -------(2,263) (2,462) 1,364 8,134
------------- ----------- -------------- ---------------
Basic:
------------- ----------- -------------- ---------------
Net income (loss) per share $ .04(0.18) $ .02(0.20) $ .570.11 $ (.03) $ .07 $ (.03) $ .05 $ .72
------ ------ ------- ------ ------- ------- ------- -------0.66
------------- ----------- -------------- ---------------
Weighted average common
and equivalent shares
outstanding.............. 25,570,014 25,865,993 26,005,494 25,992,133 27,281,355 26,410,349 25,921,976 30,065,026outstanding 12,390,096 12,390,096 12,390,096 12,368,616
Diluted:
Net income (loss) per share $ (0.18) $ (0.20) $ 0.11 $ 0.66
------------- ----------- -------------- ---------------
Weighted average common
and equivalent shares
outstanding 12,390,096 12,390,096 12,408,408 12,368,616
------------- ----------- -------------- ---------------
43AS RESTATED, SEE NOTE 22
THREE MONTHS ENDED
-------------------------------------------------------------
March 31, June 30, September 30, December 31,
2001 2001 2001 2001
----------- ----------- ----------- - -----------
Premium income $ 10,039 $ 10,536 $ 10,665 $ 12,051
Net investment income and
net realized gain (loss) 2,370 3,877 (1,014) 1,115
Total revenues 22,296 17,332 15,208 16,436
Net income (loss) (1,439) (1,534) 866 7,221
----------- ----------- -------------- ---------------
Basic:
----------- ----------- -------------- ---------------
Net income (loss) per share $ (0.12) $ (0.12) $ 0.07 $ 0.58
----------- ----------- -------------- ---------------
Weighted average common
and equivalent shares
outstanding 12,390,096 12,390,096 12,390,096 12,368,616
Diluted:
Net income (loss) per share $ (0.12) $ (0.12) $ 0.07 $ 0.58
----------- ----------- -------------- ---------------
Weighted average common
and equivalent shares
outstanding 12,390,096 12,390,096 12,408,408 12,368,616
----------- ----------- -------------- ---------------
52
46AS PREVIOUSLY REPORTED
THREE MONTHS ENDED
----------------------------------------------------------
March 31, June 30, September 30, December 31,
2000 2000 2000 2000
------------ ------------ ------------- -------------
Premium income $7,514 $7,678 $8,272 $10,972
Net investment income and
net realized gain (loss) 1,443 1,558 (4,589) 2,301
Total revenues 10,095 11,027 4,940 19,291
Net income (loss) (8,521) 121 (2,805) 1,679
------------ ------------ ------------- -------------
Basic:
------------ ------------ ------------- -------------
Net income (loss) per share $ (0.93) $ 0.01 $ (0.23) $ 0.14
------------ ------------ ------------- -------------
Weighted average common
and equivalent shares
outstanding 9,200,926 12,390,070 12,390,096 12,390,096
Diluted:
Net income (loss) per share $ (0.93) $ 0.01 $ (0.23) $ 0.14
------------ ------------ ------------- -------------
Weighted average common
and equivalent shares
outstanding 9,200,926 12,390,070 12,390,096 12,390,096
------------ ------------ ------------- -------------
AS RESTATED, SEE NOTE 22
THREE MONTHS ENDED
--------------------------------------------------------
March 31, June 30, September 30, December 31,
2000 2000 2000 2000
---------- ----------- ----------- -----------
Premium income $ 7,514 $ 7,678 $ 8,272 $ 10,972
Net investment income and
net realized gain (loss) 1,999 1,510 (4,589) 2,255
Total revenues 10,651 10,979 4,940 19,245
Net income (loss) (8,444) (401) (3,823) 1,368
------------ ----------- ------------- -----------
Basic:
------------ ----------- ------------- -----------
Net income (loss) per share $ (0.92) $ (0.03) $ (0.31) $ 0.11
------------ ----------- ------------- -----------
Weighted average common
and equivalent shares
outstanding 9,200,926 12,390,070 12,390,096 12,390,096
Diluted:
Net income (loss) per share $ (0.92) $ (0.03) $ (0.31) $ 0.11
------------ ----------- ------------- -----------
Weighted average common
and equivalent shares
outstanding 9,200,926 12,390,070 12,390,096 12,390,096
------------ ----------- ------------- -----------
53
PICO HOLDINGS, INC. AND SUBSIDIARIES
AUDITS OF
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 19962001 AND 19952000
AND FOR EACH OF THE THREE YEARS IN THE PERIOD
ENDED DECEMBER 31, 1996
44
472001, 2000 and 1999
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants ..................................... 46
Consolidated Balance Sheets as of December 31, 1996 and 1995 .......... 47-48
Consolidated Statements of Operations for the Years
Ended December 31, 1996, 1995 and 1994 .......................... 49
Consolidated Statement of Changes in Shareholders' Equity for the Years
Ended December 31, 1996, 1995, and 1994 ......................... 50-51
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1996, 1995 and 1994 .......................... 52
Notes to Consolidated Financial Statements ............................ 53
45
Independent Auditors' Report................................................................................. 55
Consolidated Balance Sheets as of December 31, 2001 and 2000................................................. 56-57
Consolidated Statements of Operations for the Years Ended
December 31, 2001, 2000 and 1999........................................................................... 58
Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 2001, 2000 and 1999............................................................... 59-61
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999........................................................................... 62
Notes to Consolidated Financial Statements................................................................... 63-91
54
48INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS AND BOARD OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors ofDIRECTORS OF PICO Holdings, Inc.HOLDINGS, INC.
We have audited the accompanying consolidated balance sheets of PICO Holdings,
Inc. and its subsidiaries (collectively "the Company") as of December 31, 19962001
and 1995,2000, and the related consolidated statements of operations, changes in shareholders'
equity, and cash flows for each of the three years in the period ended December
31, 1996.2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
auditing
standards.in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, thesuch consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of PICO Holdings, Inc. and
subsidiaries as of December 31, 19962001 and 1995,2000, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996,2001, in conformity with accounting principles generally accepted
accounting
principles.in the United States of America.
As discussed in Note 12,21 to the financial statements, in 2000 the Company changed
its method of accounting for medical professional liability claims reserves.
As discussed in Note 22, the discount rate used to record
loss and loss adjustment expense reserves and related reinsurance balances in
1994.
Coopersaccompanying consolidated financial statements have
been restated.
DELOITTE & Lybrand L.L.P.TOUCHE LLP
San Diego, California
April 7, 1997
46March 8, 2002 (March 27, 2003 as to Note 22)
55
49
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DecemberDECEMBER 31, 1996 and 19952001 AND 2000
ASSETS
1996 1995
------------ ------------2001 2000
------------------ ------------------
(AS RESTATED, (AS RESTATED,
SEE NOTE 22) SEE NOTE 22)
Investments:Investments (Note 3):
Available for sale:
Fixed maturities at fair value $156,864,826 $ 81,573,579100,895,244 $ 101,895,274
Equity securities at fair value 79,534,612 99,857,29554,364,542 55,051,049
Investment in affiliate, at equity 28,047,764 32,974,930
Short-term investments, at cost 848,658 9,162,925
Real estate 1,546,445 3,038,750
------------ ------------unconsolidated affiliates (Note 4) 2,583,590 4,139,830
------------------ ------------------
Total investments 266,842,305 226,607,479157,843,376 161,086,153
Cash and cash equivalents 64,581,056 43,987,80517,361,624 13,644,312
Premiums and other receivables, net 14,876,282 10,927,156(Note 6) 18,076,561 19,032,603
Reinsurance receivables 96,984,261 100,719,416
Prepaid deposits and reinsurance premiums 5,225,054 16,623,918(Note 11) 23,783,106 27,594,039
Accrued investment income 3,372,715 1,716,6721,595,400 1,717,109
Land and related mineral rights and water rights (Note 5) 125,997,642 137,235,241
Property and equipment, net 4,717,366 5,538,348(Note 8) 2,727,931 2,944,513
Deferred policy acquisition costs 7,921,570 2,894,644
Deferred(Note 9) 6,913,589 6,299,819
Goodwill and intangibles, net (Note 1) 3,487,414 4,000,508
Net deferred income taxes 5,625,922 --(Note 7) 8,583,265 13,100,328
Other assets 7,588,351 6,439,127
Net assets of acquired business held for sale 7,088,508 --
Assets held in separate accounts 5,601,828 6,361,040
------------ ------------8,048,856 5,427,828
------------------ ------------------
Total assets $490,425,218 $421,815,605
============ ============$ 374,418,764 $ 392,082,453
================== ==================
The accompanying notes are an integral part of the consolidated financial
statements.
4756
50
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, Continued
DecemberCONTINUED
DECEMBER 31, 1996 and 19952001 AND 2000
LIABILITIES AND SHAREHOLDERS' EQUITY
1996 1995
------------- -------------
2001 2000
----------------- ------------------
Policy liabilities and accruals: (AS RESTATED, (AS RESTATED,
SEE NOTE 22) SEE NOTE 22)
Unpaid losses and loss adjustment expenses net of discount(Note 12) $ 252,023,54698,449,053 $ 229,796,606
Future policy benefits 13,776,207 15,576,716
Annuity and other policyholders' funds 31,739,736 31,976,176121,541,722
Unearned premiums 35,296,803 30,858,61228,143,296 25,505,189
Reinsurance balance payable 7,315,939 8,376,1105,458,720 5,631,603
Deferred gain on retroactive reinsurance 3,355,409 3,500,544438,879 968,872
Other liabilities 22,394,118 11,749,70013,579,220 13,148,093
Bank and other borrowings (Note 20) 14,596,302 15,550,387
Taxes payable 776,784 --
Integration liability 1,368,000 --
Deferred income taxes -- 4,174,461350,133
Excess of fair value of net assets aquiredacquired over purchase price 6,293,084 --
Liabilities related to separate accounts 5,601,828 6,361,040
------------- -------------(Note 1) 2,792,597 3,360,581
----------------- ------------------
Total liabilities 379,941,454 342,369,965
------------- -------------163,458,067 186,056,580
----------------- ------------------
Minority Interest 280,184 96,295
------------- -------------interest 3,062,190 3,920,739
----------------- ------------------
Commitments Preferred stock, $.01 par value, authorized 2,000,000 shares in 1996,
authorized 1,000,000 shares in 1995; none issuedand Contingencies
Common stock, $.001 par value; authorized 100,000,000 shares in 1996,100,000,000; 16,784,223 issued
and 40,079,200 shares in 1995; issued 32,486,718outstanding at December 31, 2001 and 27,436,191
shares in 1996 and 1995, respectively 32,487 27,4362000 16,784 16,784
Additional paid-in capital 42,965,063 17,382,279
Net unrealized appreciation (depreciation) on investments 11,837,511 23,827,817
Cumulative foreign currency translation adjustment (27,159) (14,792)
Equity changes of investee company (986,361) (979,066)235,844,655 235,844,655
Accumulated other comprehensive loss (Note 1) (3,225,867) (4,204,335)
Retained earnings 64,226,714 39,906,703
------------- -------------
118,048,255 80,150,37753,391,570 48,277,665
----------------- ------------------
286,027,142 279,934,769
Less treasury stock, at cost (common shares 1,940,315shares: 4,415,607 in 19962001 and 1,365,1884,394,127 in 1995) (7,844,675) (801,032)
------------- -------------2000) (78,128,635) (77,829,635)
----------------- ------------------
Total shareholders' equity 110,203,580 79,349,345
------------- -------------207,898,507 202,105,134
----------------- ------------------
Total liabilities and shareholders' equity $ 490,425,218374,418,764 $ 421,815,605
============= =============392,082,453
================= ==================
The accompanying notes are an integral part of the consolidated financial
statements.
4857
51
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended DecemberFOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 19942001, 2000 AND 1999
1996 1995 1994
------------ ------------ ------------2001 2000 1999
------------------- ------------------ -------------------
Revenues: (AS RESTATED, (AS RESTATED, (AS RESTATED,
SEE NOTE 22) SEE NOTE 22) SEE NOTE 22)
Revenues:
Premium income $ 40,231,79143,289,676 $ 21,411,49634,435,754 $ 23,948,154
Investment36,379,102
Net investment income net 11,482,866 13,171,624 15,376,995
Realized gains(Note 3) 9,766,893 8,860,921 6,604,822
Net realized loss on investments 30,949,863 5,142,275 901,303
Real estate sales 1,547,423 1,336,501 1,537,500
Gain on sale(Note 3) (3,418,496) (7,686,963) (611,373)
Sale of MPL business -- 6,000,000 --land and water rights 17,106,174 5,478,263 6,081,764
Other income 1,556,183 883,072 518,029
------------ ------------ ------------4,528,090 4,726,419 5,199,172
------------------- ------------------ -------------------
Total revenues 85,768,126 47,944,968 42,281,981
------------ ------------ ------------71,272,337 45,814,394 53,653,487
------------------- ------------------ -------------------
Expenses:
Loss and loss adjustment expenses 22,932,490 23,171,588 11,638,611
Policy benefits 1,298,365 701,305 79,247
Interest credited to policyholders 2,314,071 2,438,036 2,222,560
Policy(Note 12) 18,302,320 24,026,218 35,211,836
Amortization of policy acquisition costs 2,205,530 1,090,874 1,135,542(Note 9) 13,044,382 10,250,348 10,484,345
Cost of land sales 1,458,781 1,501,421 1,177,295and water rights 7,568,229 3,995,508 4,458,694
Insurance underwriting and other expenses 18,593,275 10,579,994 6,745,916
------------ ------------ ------------21,685,855 22,355,463 23,794,385
------------------- ------------------ -------------------
Total expenses 48,802,512 39,483,218 22,999,171
------------ ------------ ------------60,600,786 60,627,537 73,949,260
------------------- ------------------ -------------------
Equity in earnings (losses)loss of investee 1,013,385 (459,928) --
------------ ------------ ------------unconsolidated affiliates (1,529,060) (1,252,020) (4,014,892)
------------------- ------------------ -------------------
Income (loss) before income taxes and cumulative effect 37,978,999 8,001,822 19,282,810
of change in discount rate
(Benefit) provisionminority interest 9,142,491 (16,065,163) (24,310,665)
Provision (benefit) for federal, foreign and state income taxes 13,658,988 (7,671,154) 451,881
------------ ------------ ------------(Note 7) 3,406,464 (9,011,222) (13,422,069)
------------------- ------------------ -------------------
Income (loss) before cumulative effectminority interest 5,736,027 (7,053,941) (10,888,596)
Minority interest in loss of subsidiaries 358,449 717,076 706,076
------------------- ------------------ -------------------
Income (loss) before extraordinary gain and accounting change in discount rate 24,320,011 15,672,976 18,830,9296,094,476 (6,336,865) (10,182,520)
Extraordinary gain, net of income tax expense of $227,821 442,240
Cumulative effect of change in discount rate -- -- (4,109,941)
------------ ------------ ------------accounting principle, net (Note 21) (980,571) (4,963,691)
------------------- ------------------ -------------------
Net income (loss) $ 24,320,0115,113,905 $ 15,672,976(11,300,556) $ 14,720,988
============ ============ ============(9,740,280)
=================== ================== ===================
Net income (loss) per common share (primary- basic and fully diluted):diluted:
Income (loss) per share before extraordinary gain and
cumulative effect of change in discount rate $ .900.49 $ .60(0.55) $ .78(1.13)
Extraordinary gain 0.05
Cumulative effect of change in discount rate .00 .00 (0.17)
------------ ------------ ------------accounting principle (0.08) (0.43)
------------------- ------------------ -------------------
Net income (loss) per common share $ .900.41 $ .60(0.97) $ .61
============ ============ ============(1.08)
=================== ================== ===================
Weighted average shares outstanding 27,123,588 25,992,133 24,160,082
============ ============ ============12,384,682 11,604,120 8,998,442
=================== ================== ===================
The accompanying notes are an integral part of the consolidated
financial statements.
4958
52
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
for the years ended DecemberFOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 19942001, 2000 AND 1999
Additional
Common Paid-In Retained
Stock Capital Earnings
---------- ----------------- -----------------
Balance, January 1, 1999, as previously reported $13,329 $ 183,154,588 $ 76,240,000
Prior period adjustments (See Note 22) (6,921,499)
---------- ----------------- -----------------
Balance, January 1, 1999 (*) 13,329 183,154,588 69,318,501
Comprehensive Loss for 1999
Net loss (*) (9,740,280)
Net unrealized appreciation on investments
net of deferred tax of $2.3 million and
reclassification adjustment of $1.3 million (*)
Foreign currency translation (*)
Total Comprehensive Loss
Exercise of 120,000 warrants
at $23.80 per share 120 2,850,239
Purchase of 13,000 PICO treasury shares
---------- ----------------- -----------------
Balance, December 31, 1999 (*) $13,449 $ 186,004,827 $ 59,578,221
========== ================= =================
(*) As Restated, See Note 22
Accumulated Other
Comprehensive Income
--------------------------------------
Net Unrealized Foreign
Class B Additional Appreciation Currency Common Common Paid-In (Depreciation) RetainedTreasury
on Investments Translation Stock Stock Capital on Investments Earnings Adjustment
------------ ------------ ------------ ------------ ------------ ------------Total
----------------- ----------------- ----------------- ----------------
Balance, January 1, 19941999, as previously reported $ 24,272(3,087,565) $ 36,000(4,763,872) $ 14,329,443(77,538,042) $ 3,335,431 $ 10,476,740 $ --
Cumulative effect of change in
accounting174,018,438
Prior period adjustments (See Note 22) 6,640,753 17,968 (262,778)
----------------- ----------------- ----------------- ----------------
Balance, January 1, 1999 (*) (3,553,188) (4,745,904) (77,538,042) 173,755,660
Comprehensive Loss for investments,
net of adjustment to deferred
policy acquisition costs of
$635,756 and deferred taxes
of $497,091 -- -- -- 7,419,901 -- --1999
Net income -- -- -- -- 14,720,988 --
Net unrealized depreciation on
investments, net of adjustment
to deferred policy acquisition
costs of $1,123,648 and deferred
taxes of $939,248 -- -- -- (15,503,681) -- --
Issuance of common stock 3,164 -- 2,996,836 -- -- --
Retirement of treasury stock
(all Class B shares) -- (36,000) -- -- (964,000) --
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 1994 27,436 -- 17,326,279 (4,748,349) 24,233,728 --
------------ ------------ ------------ ------------ ------------ ------------
Net income -- -- -- -- 15,672,975 --
Foreign currency translation
adjustment -- -- -- -- -- $ (14,792)
Equity changes of investee company -- -- -- -- -- --loss (*)
Net unrealized appreciation on investments
net of deferred tax of $2.3 million and
reclassification adjustment to deferred policy acquisition
costs of $544,162 and deferred
taxes$1.3 million (*) 4,413,947
Foreign currency translation (*) (1,481,998)
Total Comprehensive Loss (6,808,331)
Exercise of $12,246,591 -- -- -- 28,576,166 -- --
Issuance120,000 warrants
at $23.80 per share 2,850,359
Purchase of common stock upon
exercise of options -- -- 56,000 -- -- --
------------ ------------ ------------ ------------ ------------ ------------13,000 PICO treasury shares (291,593) (291,593)
----------------- ----------------- ----------------- ----------------
Balance, December 31, 19951999 (*) $ 27,4367,967,135 $ --(6,227,902) $ 17,382,279(77,829,635) $ 23,827,817 $ 39,906,703 $ (14,792)
============ ============ ============ ============ ============ ============
Equity
Changes
of Investee Treasury
Company Stock Total
------------ ------------ ------------
Balance, January 1, 1994 $ -- $ (2,095,032) $ 26,106,854
Cumulative effect of change in
accounting for investments,
net of adjustment to deferred
policy acquisition costs of
$635,756 and deferred taxes
of $497,091 -- -- 7,419,901
Net income -- -- 14,720,988
Net unrealized depreciation on
investments, net of adjustment
to deferred policy acquisition
costs of $1,123,648 and deferred
taxes of $939,248 -- -- (15,503,681)
Issuance of common stock -- -- 3,000,000
Retirement of treasury stock
(all Class B shares) -- 1,000,000 --
------------ ------------ ------------
Balance, December 31, 1994 -- (1,095,032) 35,744,062
------------ ------------ ------------
Net income -- -- 15,672,975
Foreign currency translation
adjustment -- -- (14,792)
Equity changes of investee company (979,066) -- (979,066)
Net unrealized appreciation on
investments, net of adjustment
to deferred policy acquisition
costs of $544,162 and deferred
taxes of $12,246,591 -- -- 28,576,166
Issuance of common stock upon
exercise of options -- 294,000 350,000
------------ ------------ ------------
Balance, December 31, 1995 $ (979,066) $ (801,032) $ 79,349,345
============ ============ ============169,506,095
================= ================= ================= ================
(*) As Restated, See Note 22
The accompanying notes are an integral part of the consolidated
financial statements.
5059
53
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
for the years ended DecemberFOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 19942001, 2000 AND 1999
Net
Unrealized Foreign Equity
Additional Appreciation Currency Changes
Common Paid-In (Depreciation) Retained Translation of Investee
Stock Capital on Investments Earnings
Adjustment Company
------------- ------------- ------------- ------------- ------------- ------------------------ ------------------ ------------------
Balance, December 31, 1999 (*) $13,449 $ 186,004,827 $ 59,578,221
Comprehensive Loss for 2000
Net loss (*) (11,300,556)
Net unrealized depreciation on investments
net of deferred tax of $2.2 million (*)
Foreign currency translation (*)
Total Comprehensive Loss
Rights offering, net of $193,000 of expenses 3,335 49,839,828
---------- ----------------- -----------------
Balance, December 31, 2000 (*) $ 16,784 $ 235,844,655 $ 48,277,665
========== ================= =================
(*) As Restated, See Note 22
Accumulated Other
Comprehensive Loss
--------------------------------------
Net Unrealized
Appreciation Foreign
(Depreciation) Currency Treasury
on Investments Translation Stock Total
------------------ ------------------ ------------------ ------------------
Balance, December 31, 19951999 (*) $ 27,4367,967,135 $ 17,382,279(6,227,902) $ 23,827,817(77,829,635) $ 39,906,703 $ (14,792) $ (979,066)169,506,095
Comprehensive Loss for 2000
Net income -- -- -- 24,320,011 -- --
Foreign currency translation
adjustment -- -- -- -- (12,367) --
Equity changes of investee company -- -- -- -- -- (7,295)loss (*)
Net unrealized depreciation on investments
net of adjustment
to deferred policy acquisition
coststax of $17,556 and deferred
taxes$2.2 million (*) (4,355,660)
Foreign currency translation (*) (1,587,908)
Total Comprehensive Loss (17,244,124)
Rights offering, net of $6,590,684 -- -- (11,990,306) -- -- --
Issuance$193,000 of common stock upon
exercise of options -- 73,920 -- -- -- --
Purchase of common stock by
an affiliate, held in treasury -- -- -- -- -- --
Retirement of treasury stock in
in connection with merger (1,330) (779,122) -- -- -- --
Issuance of common stock in
connection with Merger 6,381 26,287,986 -- -- -- --
------------- ------------- ------------- ------------- ------------- -------------expenses 49,843,163
----------------- ----------------- ----------------- -----------------
Balance, December 31, 19962000 (*) $ 32,4873,611,475 $ 42,965,063(7,815,810) $ 11,837,511(77,829,635) $ 64,226,714 $ (27,159) $ (986,361)
============= ============= ============= ============= ============= =============202,105,134
================= ================= ================= =================
(*) As Restated, See Note 22
The accompanying notes are an integral part of the consolidated financial
statements
60
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
TreasuryAdditional
Common Paid-In Retained
Stock Total
------------- -------------Capital Earnings
------------ ------------------ ---------------
Balance, December 31, 19952000 (*) $ (801,032)16,784 $ 79,349,345235,844,655 $ 48,277,665
Comprehensive Loss for 2001
Net income -- 24,320,011
Foreign currency translation
adjustment -- (12,367)
Equity changes of investee company -- (7,295)(*) 5,113,905
Net unrealized depreciationappreciation on investments net of
deferred tax of $996,000 and
reclassification adjustment of $2.6 million (*)
Foreign currency translation (*)
Total Comprehensive Loss
Acquisition of 21,846 shares of
treasury stock for deferred compensation plans
----------- ----------------- --------------
Balance, December 31, 2001 (*) $ 16,784 $ 235,844,655 $ 53,391,570
=========== ================= ==============
(*) As Restated, See Note 22
Accumulated Other
Comprehensive Loss
----------------------------------
Net Unrealized Foreign
Appreciation Currency Treasury
on Investments Translation Stock Total
---------------- --------------- ---------------- ----------------
Balance, December 31, 2000 (*) $ 3,611,475 $ (7,815,810) $ (77,829,635) $ 202,105,134
Comprehensive Loss for 2001
Net income (*)
Net appreciation on investments net of
deferred tax of $996,000 and
reclassification adjustment of $2.6 million (*) 1,933,582
Foreign currency translation (*) (955,114)
Total Comprehensive Loss 6,092,373
Acquisition of 21,846 shares of
treasury stock for deferred compensation plans (299,000) (299,000)
--------------- -------------- --------------- ---------------
Balance, December 31, 2001 (*) $ 5,545,057 $ (8,770,924) $ (78,128,635) $ 207,898,507
=============== ============== =============== ===============
(*) As Restated, See Note 22
The accompanying notes are an integral part of the consolidated financial
statements
61
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
2001 2000 1999
----------- ------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES: (AS RESTATED, (AS RESTATED, (AS RESTATED,
SEE NOTE 22) SEE NOTE 22) SEE NOTE 22)
Net income (loss) $ 5,113,905 $ (11,300,556) $ (9,740,280)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Provision for deferred taxes 4,036,227 (3,910,103) (13,217,925)
Cumulative effect of accounting change 980,571 (2,557,053)
Depreciation and amortization 2,034,657 2,678,267 3,076,471
Loss on sale of investments 3,418,468 7,686,963 611,373
Gain on sale of interest in Semitropic (5,700,720)
Loss on condemnation of property 201,822
Allowance for uncollectible accounts 2,633,204 114,812 4,963
Extraordinary gain on early extinguishment of debt (442,240)
Equity in loss of unconsolidated affiliates 1,529,060 1,252,020 4,014,892
Minority interest (358,449) (717,076) (706,076)
Changes in assets and liabilities, net of effects of acquisitions:
Premiums and other receivables (1,677,162) (7,001,894) 938,386
Land, water and mineral rights 4,922,434 (8,922,701) 329,364
Income taxes (324,837) (883,883) 8,049,785
Reinsurance receivable 3,810,933 17,446,329 10,584,462
Reinsurance payable (172,883) (2,080,999) (4,356,288)
Deferred policy acquisition costs (613,770) (1,478,591) 727,406
Deferred gain on retroactive insurance (529,993) (267,653) (564,469)
Unpaid losses and loss adjustment expenses (23,092,669) (17,591,153) (15,887,821)
Unearned premiums 2,638,107 8,300,499 (3,599,742)
Other adjustments, net (2,784,077) 1,927,280 (3,346,702)
------------- -------------------- ---------------
Net cash used in operating activities (3,935,172) (17,305,492) (23,524,441)
------------- -------------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of $17,556available for sale investments:
Fixed maturities 68,452,287 4,690,829
Equity securities 7,818,540 1,170,169 11,817,436
Proceeds from maturity of investments 20,470,000 13,900,000 3,815,669
Purchases of available for sale investments:
Fixed maturities (83,598,484) (55,497,642) (14,442,126)
Equity securities (14,562,923) (14,335,900) (19,166,770)
Semitropic lease payment (378,429) (2,333,640) (2,333,333)
Proceeds from the sale of interest in Semitropic 10,202,733
Proceeds from the condemnation of property 1,098,178
Proceeds from the sales of real estate 2,741,980
Purchases of property and deferred
taxesequipment (760,095) (1,107,898) (739,748)
Investments in and advances to affiliates (1,390,851) (753,928)
Other investing activities, net 273,000 (537,258) (1,094,370)
------------- -------------------- ---------------
Net cash provided by (used in) investing activities 9,014,807 (55,442,191) (20,155,190)
------------- -------------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of $6,590,684 -- (11,990,306)
Issuancebank and other borrowings (2,903,407) (329,968) (191,787)
Proceeds from borrowings 1,949,321 6,068,781
Cash paid to minority shareholders of common stock upon
exercisepartnership (500,000)
Proceeds from rights offering, net 49,843,163
Proceeds from the sale of options 20,580 94,500
Purchase of common stock by
an affiliate, held in treasury (5,844,600) (5,844,600)
Retirementwarrants 2,850,359
Repurchase of treasury stock (for deferred compensation in 2001) (299,000) (291,593)
------------- -------------------- ---------------
Net cash provided by (used in) financing activities (1,753,086) 49,513,195 8,435,760
------------- -------------------- ---------------
Effect of exchange rate changes on cash 390,763 140,427 328,048
------------- -------------------- ---------------
Net increase (decrease) in connection with merger 780,452 --
Issuancecash and cash equivalents 3,717,312 (23,094,061) (34,915,823)
Cash and cash equivalents, beginning of common stock in
connection with Merger (2,000,075) 24,294,292year 13,644,312 36,738,373 71,654,196
------------- -------------
Balance, December 31, 1996-------------------- ---------------
Cash and cash equivalents, end of year $ (7,844,675)17,361,624 $ 110,203,58013,644,312 $ 36,738,373
============= ==================== ===============
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 880,000 $ 847,000 $ 284,000
============= ==================== ===============
Income taxes recovered $ (1,190,000) $ (4,907,000) $ (4,627,000)
============= ==================== ===============
The accompanying notes are an integral part of the consolidated
financial statements.
5162
54
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH
FLOWS For the years ended December 31,
1996, 1995, and 1994
-------
1996 1995 1994
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 24,320,011 $ 15,672,975 $ 14,720,988
Adjustments to reconcile net income to net cash used in
operating activities:
Deferred taxes 1,990,334 (7,891,246) (34,119)
Depreciation and amortization 2,131,742 2,114,986 2,382,285
Realized gains on investments (30,949,863) (4,018,672) (901,303)
Gain from disposition of MPL business (6,000,000) --
Equity in (earnings) losses of investee (1,013,385) 459,928 --
Changes in assets and liabilities, net of effects from acquisition of
businesses:
Premiums and other receivables 4,803,716 (5,241,564) 2,581,834
Reinsurance recoverable and payable 23,417,931 (75,607,649) (9,397,648)
Accrued investment income (302,998) 1,800,431 484,708
Deferred policy acquisition costs 4,034,743 (1,716,745) (33,162)
Unpaid losses and loss adjustment expenses (31,097,669) 49,105,562 (11,044,212)
Future policy benefits and claims payable (2,011,233) 1,512,337 (2,023,440)
Unearned premiums (14,378,764) 14,746,411 (3,579,272)
Other 8,197,478 (79,729) 1,850,249
------------- ------------- -------------
Net cash used in operating activities (10,857,957) (15,142,975) (4,993,092)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of investments:
Available for sale:
Fixed maturities 23,236,398 121,651,938 36,137,317
Equity securities 88,415,361 9,258,500 1,468,258
Proceeds from maturity of fixed maturity investments 10,731,369 19,471,068 31,313,920
Purchases of investments:
Available for sale:
Fixed maturities (40,871,986) (24,776,663) (45,470,637)
Equity securities (59,995,893) (53,145,781) (14,471,269)
Net sales (purchases) of short-term investments 8,314,267 (7,364,404) (222,540)
Net sales of real estate 1,564,389 1,062,798 688,483
Proceeds from sale of property and equipment 106,996 70,782 16,769
Purchases of property and equipment (106,110) (1,023,317) (88,231)
Proceeds from disposition of MPL business -- 6,000,000 --
Investment in affiliate -- (35,986,088) --
Purchased cash from acquiring consolidated subsidiary -- 2,428,623 --
------------- ------------- -------------
Net cash provided by investing activities 31,394,791 37,647,456 9,372,070
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of bank and other borrowings (331,895) (77,129) (100,081)
Net increase in annuity and other policyholders' funds 306,179 166,476 743,459
Issuance of common stock 94,500 350,000 3,000,000
------------- ------------- -------------
Net cash provided by financing activities 68,784 439,347 3,643,378
------------- ------------- -------------
Effect of exchange rate changes on cash (12,367) (14,792) --
------------- ------------- -------------
Net increase in cash and cash equivalents 20,593,251 22,929,036 8,022,356
Cash and cash equivalents, beginning of year 43,987,805 21,058,769 13,036,413
------------- ------------- -------------
Cash and cash equivalents, end of year $ 64,581,056 $ 43,987,805 $ 21,058,769
============= ============= =============
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest, net of amounts capitalized $ -- $ 2,427 $ 13,923
============= ============= =============
Federal income taxes (recovered) paid $ (1,546,045) $ 2,347,000 $ 481,000
============= ============= =============
The accompanying notes are an integral part of the
financial statements.
52
55
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
----------------------
1. ORGANIZATIONNATURE OF OPERATIONS AND OPERATIONS:
ORGANIZATION:SIGNIFICANT ACCOUNTING POLICIES:
Organization and Operations:
PICO Holdings, Inc. and subsidiaries (the "Company"(collectively, "PICO" or "the
Company") is predominately
an insurancea diversified holding company.
Currently PICO's major activities are:
- owning and investment company, specializing in lifedeveloping water rights & water storage operations
through Vidler Water Company, Inc.;
- owning and health
insurance,developing land and the related mineral rights and
water rights through Nevada Land & Resource Company, LLC;
- property and casualty insurance, portfolio investinginsurance;
- "running off" the loss reserves of Citation Insurance Company and
other services. As discussed in Note 3,
Physicians Insurance Company of Ohio consummatedOhio; and
- making long term value-based investments in other public
companies.
PICO was incorporated in 1981 and began operations in 1982. The
company was known as Citation Insurance Group until a reverse merger transaction on November 20, 1996 with
a wholly-owned subsidiary of Citation Insurance Group, with
Physicians Insurance Company of Ohio being("Physicians") on November 20, 1996.
Following the accounting acquiror. Pursuant toreverse merger, the merger, each outstanding share of the Common Stock of Physicians
Insurance Company of Ohio was converted into the right to receive
5.0099 shares of Citation Insurance Group common stock. Upon the
consummation of the merger, Citation Insurance Group changed its name to PICO
Holdings, Inc., which is
On December 16, 1998, PICO acquired the continuing registrant.
Any references to "the Company" herein as of dates or for
periods prior to the merger, refer to Physicians Insurance Company of
Ohio and its subsidiaries, which included Summit Global Management,
Inc. prior to the consummationremaining 48.8% of the
merger.outstanding stock of Global Equity Corporation ("Global Equity") through a
Plan of Arrangement (the "PICO/Global Equity Combination") whereby Global
Equity shareholders received .4628 of a newly issued PICO common share for
each Global Equity share surrendered. Immediately following the close of
the transaction, PICO effected a 1-for-5 reverse stock split (the "Reverse
Stock Split").
The Company's principalprimary subsidiaries and investee carried on the equity basis as of December 31, 19962001 are as
follows:
WHOLLY OWNED SUBSIDIARIES (DIRECT AND INDIRECT):
-Vidler Water Company, Inc. ("Vidler"). Vidler is a 96.2% owned
Delaware corporation. Vidler's business involves identifying end users,
namely water utilities, municipalities or developers, in the Southwest who
require water, and then locating a source and supplying the demand, either
by utilizing Vidler's own assets or securing other sources of supply. These
assets comprise water rights in the states of Colorado, Arizona, and
Nevada, and water storage facilities in Arizona and California.
Nevada Land & Resource Company, LLC ("Nevada Land"). In April 1997,
PICO acquired Nevada Land, which then owned approximately 1.4 million acres
of deeded land in northern Nevada, together with the related water, mineral
and geothermal rights.
Sequoia Insurance Company ("Sequoia"). Sequoia is a California
insurance company licensed to write insurance coverage for property and
casualty risks ("P&C") within the states of California and Nevada. Sequoia
writes business through independent agents and brokers. In recent years,
Sequoia has primarily written farm and small to medium-sized commercial
insurance in California and Nevada. During 2000, Sequoia significantly
expanded its personal insurance business with the acquisition of the book
of business of Personal Express Insurance Services, Inc.
Citation Insurance Company ("Citation"). Citation is a
California-domiciled insurance company licensed to write commercial
property and casualty insurance in Arizona, California, Colorado, Nevada,
Hawaii, New Mexico and Utah. Citation ceased writing premiums in December
2000, and is now "running off" the loss reserves from its existing
business.
Physicians Insurance Company of Ohio ("Physicians"), which
owns the following subsidiaries:
- The Professionals Insurance Company ("PRO")
- Physicians Investment Company ("PIC"), (100%, 100%
and 97% owned in 1996, 1995 and 1994, respectively),
which owns American Physicians Life Insurance Company
("APL"), which owns Living Benefit Administrators
Agency, Inc.
- Sequoia Insurance Company ("Sequoia")
- Raven Development Company ("Raven")
- CLM Insurance Agency, Inc.
- Citation Insurance Company ("CIC"), which owns Citation
National Insurance Company ("CNIC")
- Summit Global Management, Inc. ("SGM")
MAJORITY-OWNED SUBSIDIARY:
Stonebridge Partners AG ("Stonebridge") is 76% owned by the Company. In
October 1995, the Company formed Stonebridge, a corporation in Zurich,
Switzerland. Stonebridge is a distributor of investment products and
fund management services to institutions and insurance companies in
Europe. Operating results for the year ended December 31, 1996 and for
the period October 1995 through December 1995 were comprised of certain
operating and startup expenses.
EQUITY INVESTMENT:
Investments in entities in which the Company owns between 20 to 50% of
the voting interest and has the ability to exercise significant
influence and which are made for long term operating purposes, are
accounted for on the equity method of accounting. The Company acquired
an approximate 38% interest in Global Equity Corporation ("GEC") during
1995 and accounts for this investment under the equity method of
accounting. The Company's share of net income or loss from GEC is
translated from its foreign currency at average rates of exchange in
effect during the year.
53
56
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
OPERATIONS:
APL provides life and health insurance coverage in a number of states.
Sequoia, acquired August 1, 1995, writes property and casualty
insurance (primarily light commercial and multi-peril) in California
(Note 3). CIC and its wholly-owned subsidiary, CNIC, were acquired
November 20, 1996 through a reverse acquisition (Note 3). CIC writes
workers' compensation and commercial property and casualty. Insurance
in Arizona, California, Colorado, and Utah. However, as discussed in
Notes 3 and 20, the Company entered into a Letter of Intent in January
1997 to sell the net assets related to CIC's workers' compensation
business. Such net assets are reflected in the accompanying
consolidated balance sheet as "Net Assets of Acquired Business Held for
Sale." CNIC previously wrote commercial property and casualty insurance
primarily in the state of California, but ceased writing new business
effective December 1994. For the years ended December 31, 1996 and
1995, approximately 89% and 95%, respectively, of CIC's direct written
premiums were in California. Consequently, CIC's and Sequoia's
operating results are expected to be largely dependent on their ability
to write profitable insurance in California.
SGM offers investment management services, primarily to its affiliates.
GEC provides investment banking and other services, operating primarily
in Canada, the United States, Asia, Europe, and the Caribbean. At
times, GEC may come to hold securities of companies for which no market
exists or which may be subject to restrictions on resale. As a result,
a portion of GEC's assets may not be liquid. Furthermore, as a result
of its global diversification with respect to existing investments,
GEC's revenues may be adversely affected by economic, political and
governmental conditions in countries where it maintains investments or
operations, such as volatile interest rates or inflation, the
imposition of exchange controls which could restrict or prohibit GEC's
ability to withdraw funds, political instability and fluctuations in
currency exchange rates. Prior to selling
its book of medical malpracticeprofessional liability ("MPL") insurance business in
1995, Physicians engaged in providing medical professional liabilityMPL insurance coverage to physicians
surgeons, dentists and nurses,surgeons, primarily in the state of Ohio. On August 28, 1995, Physicians entered
into an agreement with Mutual Assurance, Inc. ("Mutual") pursuant to which
Physicians sold its recurring medical professional liabilityMPL insurance ("MPL") business and
that of its wholly owned subsidiary, PRO, to Mutual. Physicians
is in "run off." This means that it is handling claims arising from
historical business, and PRO
still hold MPL unpaid lossesselling investments when funds are needed to pay
claims.
63
SISCOM, Inc. ("SISCOM"). SISCOM is a Colorado corporation that is
a software developer and loss adjustment expense liabilities
that are being settled.
As discussedsystems integrator for video-based content
management systems for the professional broadcast, sports, and
entertainment industries.
Unconsolidated Affiliates:
Investments in Note 10, approximately 19% and 40%which the Company owns between 20% to 50% of the voting
interest and/or has the ability to exercise significant influence are
accounted for under the equity method of accounting. Accordingly, the
Company's common stock was owned by Guinness Peat Group plcshare of income or losses are included in consolidated results.
Currently, the only significant investment the Company classifies as of December 31,
1996an
equity affiliate is HyperFeed Technologies, Inc. ("HyperFeed"). Hyperfeed
provides financial market data and 1995, respectively. In addition, GEC and CIC owndata delivery solutions to the
financial services industry. PICO owns approximately 13% and 1%, respectively,42% of the
Company's commonoutstanding voting stock as of December
31, 1996. The Company's common stock owned by GEC and CIC has been
accounted for as treasury stock in the Company's consolidated financial
statements.
2. SIGNIFICANT ACCOUNTING PRINCIPLES:
The following is a descriptionHyperFeed.
Principles of the significant accounting policies
and practices followed in the preparation of the Company's consolidated
financial statements:
PRINCIPLES OF CONSOLIDATION:Consolidation:
The accompanying consolidated financial statements include the
accounts of the Company and its majority-owned and controlled
subsidiaries, (Note 1)and have been prepared in accordance with accounting
principles generally accepted in the United States of America ("US
GAAP"). All significant intercompany accountsbalances and transactions have been
eliminatedeliminated.
Use of Estimates in consolidation.
BASIS OF PRESENTATION:Preparation of Financial Statements:
The accompanyingpreparation of financial statements in accordance with US GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses for each reporting period. The
significant estimates made in the preparation of the Company's
consolidated financial statements have been preparedrelate to the assessment of the
carrying value of investments, unpaid losses and loss adjustment
expenses, deferred policy acquisition costs, land and water rights,
deferred income taxes and contingent liabilities. While management
believes that the carrying value of such assets and liabilities are
appropriate as of December 31, 2001 and 2000, it is reasonably possible
that actual results could differ from the estimates upon which the
carrying values were based.
Investments:
The Company's investment portfolio at December 31, 2001 and 2000 is
comprised of investments with fixed maturities, including U.S. government
bonds, government -- sponsored enterprise bonds, and investment-grade
corporate bonds; equity securities, including investments in conformity with generally accepted accounting principles.
54
57
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
INVESTMENTS:
Effective January 1, 1994, thecommon and
preferred stocks, and warrants; convertible debt instruments and mortgage
participation interests.
The Company adoptedapplies the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 115, Accounting"Accounting for Certain
Investments in Debt and Equity Securities. Under
SFAS No. 115, investments in available for sale" This statement, among other
things, requires investment securities are recorded
at estimated fair value. Unrealized holding gains and losses on
investments classified as available-for-sale, net of the adjustment to deferred policy acquisition costs and deferred income taxes, are
excluded from earnings and are reported as a separate component of
shareholders' equity. Upon the adoption of SFAS No. 115 effective
January 1, 1994, the Company classified its entire portfolio of debt
and equity securities asbe divided into three
categories: held to maturity, available for sale, and reported the cumulative
effect of this accounting change, represented by the unrealized
appreciationtrading. The
Company classifies all investments as available for sale. Unrealized
gains or losses on available-for-sale securities of $7,419,901,investments recorded at fair value are recorded net of
adjustmenttax and included in accumulated other comprehensive income or loss.
Accounting Principles Board ("APB") Opinion No. 18, "The Equity Method of
Accounting for Investments in Common Stock," is used to deferred policy acquisition costs of $635,756 and
deferred taxes of $497,091, as an increase in shareholders' equity.account for
investments where the Company has significant influence over the
investee.
The Company's entire portfolio of debt and equity securities as of December
31, 1996 and 1995 has been designated as available-for-sale.
The estimated fairCompany regularly reviews the carrying value of fixed maturity and equity securities other
than those carried at equity is based upon quoted market prices or
dealer quotesits investments
for comparable securities. In addition, the Company owns
certain warrants to purchase the common stock of a publicly traded
company. The estimated fair value of such warrants is their intrinsic
value based on the quoted market price of the underlying common stock
of the investee company.impairment. A decline in the market value of any available for sale securityinvestment below cost that
is deemed other than temporary is chargedwritten down to earnings and
resultsnet realizable value.
Adjustments for write-downs are reflected in net realized gain or loss on
investments in the establishmentconsolidated statements of operations. During the
three years ended December 31, 2001, the Company recorded impairment
losses on equity securities of $3 million, $161,000 and $1.1 million,
respectively. In addition, the Company wrote off its investment in a new cost basis forloan
by expensing $500,000 in 2001, and $2.5 million in 2000 (See Note 15).
During 1999, the security.
There were no such declines in 1996, 1995, or 1994.
InvestmentCompany recorded an impairment loss of $3.2 million
related to a portion of an oil and gas investment.
Net investment income includes amortization of premium and accretion
of discount on the level yield method relating to bonds acquired at other
than par value. Realized investment gains and losses are included in
income and are determined on the identified certificate basis and are
recorded on a trade date basis.
Short-term investments, which consist of certificates of deposit with
an original maturity of greater than three months, are stated at cost,
which approximates fair value.
Real estate represents costs incurred in connection with certain land
development projects and commercial real estate held for resale.
Indirect costs associated with the land development projects, including
interest, are capitalized as part of real estate costs. Selling,
general and administrative expenses related to development projects are
expensed as incurred.
CASH EQUIVALENTS:64
The Company invests domestically and its subsidiaries considerabroad. Approximately $36.8
million and $41.2 million of the Company's investments at December 31,
2001 and 2000, respectively, were invested internationally, including
equity values of affiliates. The Company's most significant foreign
currency exposure is in Swiss francs and Australian dollars.
Cash and Cash Equivalents:
Cash and cash equivalents include highly liquid debt instruments
purchased with an original maturitymaturities of three months or lessless.
Land, Water Rights, Water Storage and Land Improvements:
Land, water rights, water storage, and land improvements are carried
at cost. Water rights consist of various water interests acquired
independently or in conjunction with the acquisition of real properties.
Water rights are stated at cost and, when applicable, consist of an
allocation of the original purchase price between water rights and other
assets acquired based on their relative fair values. In addition, costs
directly related to the acquisition and development of water rights are
capitalized. This cost includes, when applicable, the allocation of the
original purchase price, costs directly related to acquisition, and
interest and other costs directly related to developing land for its
intended use. Amortization of land improvements is computed on the
straight-line method over the estimated useful lives of the improvements
ranging from 5 to 15 years. Provision is made for any diminution in value
that is considered to be cash equivalents.
PROPERTY AND EQUIPMENT:other than temporary.
Property and Equipment:
Property and equipment are carried at cost, net of accumulated
depreciation. Depreciation is computed on the straight-line method over
the estimated lives of the assets ranging from 5 to 45assets. Buildings and leasehold improvements
are depreciated over 15-20 years; office furniture and fixtures are
generally over 7 years, and computer equipment is over 3 years.
Maintenance repairs and minor renewalsrepairs are charged to expense as incurred, while
significant renewals and bettermentsimprovements are capitalized. The cost and related accumulated depreciation of assets sold are
removed from the related accounts, and the resulting gainsGains or losses on the sale of
property and equipment are reflectedincluded in operations.
55
58
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
DEFERRED ACQUISITION COSTS:
Certain costsother income.
Deferred Acquisition Costs:
Costs of acquiringthe insurance companies that vary with and are primarily
related to the acquisition of new and renewal insurance business,contracts, net of
reinsurance ceding commissions, are deferred and amortized over the terms
of the policypolicies for property and liability insurance and over the average lives
of investment and universal life-type contracts, based on the present
value of the estimated gross profit amounts expected to be realized
over the lives of the contracts, and over the premium paying periods of
ordinary and group life insurance contracts.insurance. Future investment
income has been taken into consideredconsideration in determining the
recoverability of such costs.
GOODWILL:Goodwill and Intangibles:
Goodwill represents the difference between the purchase price and the
fair value of the net assets (including tax attributes) of companies
acquired in purchase transactions. Both positive and negative goodwill
are amortized on a straight-line basis over a period of 10 years. There
wasThe Company recorded negative goodwill
(i.e., excess of fair value of assets acquired over purchase price) as a
result of the reverse merger between Citation and Physicians in November
1996. Negative goodwill is amortized using the straight-line method over
10 years. At December 31, 1996 resulting from2001 and 2000, the acquisitionCompany had accumulated
negative goodwill amortization of Citation Insurance Group$2.9 million and $2.3 million,
respectively. The Company also recorded goodwill and intangibles related
to its acquisitions of SISCOM, Personal Express and Sequoia and amortizes
the balances over various lives not exceeding 10 years. At December 31,
2001 and 2000, the Company had $1.5 million and $1.3 million in
November 1996 (Note 3).accumulated amortization, respectively.
Impairment of Long-Lived Assets:
The Company applies the provisions of SFAS No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" and periodically evaluates whether events or circumstances have
occurred that may affect the estimated useful life or the recoverability
of the remaining balance of positive goodwill. Positive
goodwill is included in "Other Assets" in the accompanying consolidated
balance sheets.long-lived assets. Impairment of positive goodwilllong-lived assets is triggered when
the estimated future undiscounted cash flows, (excludingexcluding interest charges)charges,
for the lowest level for which there are identifiable cash flows that are
independent of the cash flows of other groups of assets do not exceed the
carrying amountamount. The Company prepares and analyzes cash flows at various
levels of the positive goodwill.grouped assets. The Company reviews cash flows for significant
individual assets held within a subsidiary, and for a subsidiary taken as
a whole. If the events or circumstances indicate that the remaining
balance of the
positive goodwill may be permanently impaired, such potential impairment will be
measured based upon the difference between the carrying amount of the positive goodwill and the
fair value of such assets determined using the estimated future
discounted cash flows, (excludingexcluding interest charges)charges, generated from the use
and ultimate disposition of the respective acquired entity.
REINSURANCE:long-lived asset.
65
Reinsurance:
The Company records all reinsurance assets and liabilities on the
gross basis, including amounts due from reinsurers and amounts paid to
reinsurers relating to the unexpired portion of reinsured contracts
(prepaid reinsurance premiums).
UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES:
As more fully described in Note 12, reservesUnpaid Losses and Loss Adjustment Expenses:
Reserves for MPL and property and casualty insurance unpaid losses and
loss adjustment expenses include amounts determined on the basis of
actuarial estimates of ultimate claim settlements, which include
estimates of individual reported claims and estimates of incurred but not
reported claims. The methods of making such estimates and for
establishing the resulting liabilities are continually reviewed and
updated based on current circumstances, and any adjustments resulting therefrom are reflected
in current operations. Reserves for MPL unpaid losses and loss adjustment expenses
for medical professional liability claims have been adjusted to reflect
the time value(See Note 21).
Recognition of money (discounting).
FUTURE POLICY BENEFITS AND ANNUITY AND OTHER POLICYHOLDERS' FUNDS:
Liabilities for future policy benefits have been calculated using the
net level premium method based on actuarial assumptions as to
anticipated mortality, withdrawals and interest rates ranging from 3.5%
to 8%. Annuity and other policyholders' funds have been calculated
based on contract-holders' contributions plus interest credited, less
applicable contract charges.
56
59
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
RECOGNITION OF PREMIUM REVENUE:Premium Revenue:
MPL and other property and casualty insurance premiums written are
earned principally on a monthly pro rata basis over the lifeterms of the
policy.policies. The premiums applicable to the unexpired terms of the policies
are included in unearned premiums.
Amounts charged on universal life-type contracts that represent the
cost of the insurance component of payments received are recognized as
premium income when earned. Amounts assessed against universal life
policyholder funds to compensate the Company for future services are
reported in unearned premiums and are recognized in income using the
same assumptions and factors used to amortize capitalized acquisition
costs.
Premiums on ordinary and group life contracts, including critical
illness, are recognized when due, and premiums on accident and health
contracts are recognized over the contract period. Unearned premiums
have been principally calculated using the monthly pro rata method,
resulting in the earning of premiums evenly over the terms of the
policies
INCOME TAXES:Income Taxes:
The Company's provision for income tax expense includes deferredfederal,
state, local and foreign income taxes arising
fromcurrently payable and those
deferred because of temporary differences between the income tax and
financial reporting bases of the assets and liabilities. The liability
method of accounting for income taxes also requires the Company to
reflect the effect of a tax rate change on accumulated deferred income
taxes in income in the period in which the change is enacted.
In assessing the realization of deferred income taxes, the Company's
management
considers whether it is more likely than not that theany deferred income tax
assets will be realized. The ultimate realization of deferred income tax
assets is dependent upon the generation of future taxable income during
the period in which temporary differences become deductible. If future
income does not occur as expected, a deferred income tax valuation
allowance may need to be established.
EARNINGS PER SHARE:
Primary net incomeestablished or modified.
Earnings per Share:
Basic earnings per share isare computed by dividing net incomeearnings by the
weighted average shares outstanding during the period. Diluted earnings
per share are computed similar to basic earnings per share except the
weighted average shares outstanding are increased to include additional
shares from the assumed exercise of stock options and warrants, if
dilutive. The number of additional shares is calculated by assuming that
the outstanding options and warrants were exercised, and that the
proceeds were used to acquire shares of common stock and common stock equivalents
outstanding for the period with the average number of common stock
equivalents outstanding calculated using the treasury stock method
based onat the average
market price of the shares during the period.
FullyFor the year ended December 31, 2001, there was no difference between
basic and diluted net incomeearnings per share is computed onbecause the same basis,
except that, if it results in a more dilutive impact,average stock price of
PICO stock during the number of
common stock equivalents related to stock options is based onyear was less than the period-end market valuestrike prices of the shares insteadoptions
outstanding and to include those options would be anti-dilutive to the
calculation. Similarly, in 2000 and 1999, the calculation of diluted
earnings per share excludes the options and warrants outstanding in those
years because the Company reported a loss from operations and
consequently the impact of those options and warrants would be
anti-dilutive. Stock options of 1.8 million in 2001, 1.1 million in 2000,
and 1 million in 1999 were excluded from the calculation of the average market
value during the period. Thediluted
weighted average numbershares outstanding.
Stock Based Compensation
The Company accounts for stock based compensation under the
intrinsic value method of shares
outstanding forAPB 25, "Accounting For Stock Issued to
Employees." No compensation expense was recorded during the years ended
December 31, 19952001, 2000 and 1994 used in the
calculation1999.
66
Comprehensive Loss:
Comprehensive income or loss includes foreign currency translation,
and unrealized holding gains and losses on available for sale securities.
The components of earnings per share have been recomputed to give effect
to the stock exchange ratio utilized in connection with the reverse
acquisitionaccumulated other comprehensive loss are as follows:
December 31,
2001 2000
---------------- ----------------
Net unrealized gain on securities $ 5,545,057 $ 3,611,475
Foreign currency translation (8,770,924) (7,815,810)
---------------- ----------------
Accumulated other comprehensive loss $ (3,225,867) $ (4,204,335)
================ ================
Accumulated other comprehensive loss is net of Citation Insurance Group consummated on November 20,
1996 (Note 3).
SEPARATE ACCOUNTS:
Separate account assetsdeferred income tax
asset of $1.4 million and liabilities represent contract-holders'
funds that have been segregated into accounts with specific investment
objectives$3.2 million at December 31, 2001 and are recorded at estimated fair market value based upon
quoted market prices. The investment income and gains or losses2000,
respectively.
Translation of these accounts accrue directly to the contract-holders. The activity of
the separate accounts is not reflected in the consolidatedForeign Currency:
Financial statements
of operations and cash flows, except for the fees that the Company
receives for administrative services.
57
60
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
TRANSLATION OF FOREIGN CURRENCY:
Revenues and expenses of foreign operations are translated atinto U.S.
dollars using average rates of exchange in effect during the year. Assetsyear for
revenues, expenses, gains and liabilities are
translated atlosses, and the exchange ratesrate in effect at
the balance sheet date.date for assets and liabilities. Unrealized exchange
gains and losses arising on translation net of
applicable deferred income taxes, are reflected in shareholders'
equity.
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS:
The preparation of financial statements in conformity with generally
accepted accounting principles 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 the financial statements and the reported amounts of revenues
and expenses for each reporting period. The significant estimates made
in the preparation of the Company's consolidated financial statements
relate to the assessment of the carrying value of unpaid losses and
loss adjustment expenses, future policy benefits, deferred policy
acquisition costs, deferred income taxes and contingent liabilities.
While management believes that the carrying value of such assets and
liabilities are appropriate as of December 31, 1996 and 1995, it is
reasonably possible that actual results could differ from the estimates
upon which the carrying values were based.
RECLASSIFICATIONS:within accumulated
other comprehensive loss.
Reclassifications:
Certain amounts in the financial statements for prior periods have
been reclassified to conform withto the 1996current year presentation.
RECENT ACCOUNTING PRONOUNCEMENTS:Recent Accounting Pronouncements:
In February 1997,June 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 128 Earnings per
Share ("approved SFAS No. 128").141, "Business Combinations," and SFAS No. 128 requires dual presentation142,
"Goodwill and Other Intangible Assets." SFAS No. 141 prospectively
prohibits the pooling of newly defined basic and diluted earnings per share on the faceinterest method of the
income statementaccounting for all entitiesbusiness
combinations initiated after June 30, 2001. The provisions of this
Statement are required to be applied starting with complex capital structures. The
accounting standard is effective for fiscal years endingbeginning
after December 15, 1997, including2001. However, as an exception, any goodwill resulting
from acquisitions completed after June 30, 2001 will not be amortized.
SFAS No. 142 also establishes a new method of testing goodwill for
impairment on an annual basis or on an interim periods. The Company does not believebasis if an event occurs
or circumstances change that would reduce the fair value of a reporting
unit below its carrying value. At December 31, 2001, PICO's balance sheet
included goodwill and intangible assets of $5.8 million, $2.3 million of
which is included within the investment balances of the unconsolidated
affiliates, and negative goodwill ("excess of fair value of net assets
acquired over purchase price") of $2.8 million.
Management has estimated that the adoption of SFAS No. 128142 will have
the following effects. The initial consequence will be reflected in the
Company's consolidated financial statements for the quarter ending March
31, 2002:
1) The write-off of negative goodwill of $2.8 million;
2) The write-off of goodwill of $1 million.
The net effect of the above of $1.8 million addition to net income or
reduction in net loss will be reported as a cumulative effect of a change
in accounting principle. The remaining balance of $2.5 million will be
classified as an intangible asset with a finite life. Accordingly, it will
be amortized over its remaining life of 8 years and tested for impairment
at least annually.
In August 2001, the FASB adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of" and defines an impairment as "the
condition that exists when the carrying amount of a long-lived asset (asset
group)
67
is not recoverable and exceeds its fair value." Based on the SFAS No. 121
framework, this statement develops a single accounting model for the
disposal of long-lived assets, whether previously held or newly acquired.
The statement will be effective for financial statements issued for fiscal
years beginning after December 15, 2001, and interim periods within those
fiscal years, with initial application as of the beginning of the fiscal
year. Management does not believe this statement will have a material
impact on the computationconsolidated financial statements.
2. DISPOSITIONS:
On September 8, 2000, the Company sold its investment in Conex for
nominal consideration, and recorded a pretax loss on the sale of $4.6
million ($1.8 million after tax).
Prior to the sale, on November 3, 1999, the Company increased its
ownership of Conex from 66% to 83% through the redemption of its earnings per share in future periods.
3. ACQUISITIONS:
On November 20, 1996, Physicians consummated a transaction (the
"Merger") pursuant to which Citation Holdings, Inc. ("Holdings"), a
wholly owned subsidiaryremaining
preferred shares and conversion of Citation Insurance Group ("CIG"), merged
with andintercompany loans into Physicians pursuant to an Agreement and Plan of
Reorganization dated as of May 1, 1996 with Physicians being the
accounting acquiror. Pursuant to the Merger, each outstanding share
of the common stock of Physicians was converted into the right to
receive 5.0099 shares of CIG's common stock.
CIG's other significant
direct and indirect subsidiaries just prior to the merger were CIC and
CNIC. Upon the consummation of the merger, CIG changed its name to PICO
Holdings, Inc., which is the continuing registrant.
58
61
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
As a result of the Merger, the former shareholders of Physicians own
approximately 80% of the outstanding common stock ofOn August 2, 1999, the Company and
controlincreased its ownership of Conex from 32%
to 66% through the Boardredemption of Directors of the Company. Accordingly, for
accounting purposes, the merger has been treated as a recapitalization
of Physicians with Physicians as the acquirer (i.e., a reverse
acquisition). Therefore, the balance sheets as of December 31, 1995 and
the statements of operations, changes in shareholders' equity and cash
flows for each of the two years in the period ended December 31, 1995
represent the historical results of Physicians and its subsidiaries,
which is the predecessor entity. Physicians' equity as of December 31,
1995 and the changes in its equity for the years ended December 31,
1995 and 1994 have been retroactively recapitalized for the equivalent
number ofpreferred shares, of PICO Holdings, Inc.'s common stock received in the
merger transaction. The difference between the par value of Physicians'
and PICO Holdings, Inc.'s common stock has been added to additional
paid-in capital.
The Merger was accounted for under the purchase method of accounting.
Financial results for the year ended December 31, 1996 include the
operations of CIG as if the Merger had occurred on November 1, 1996.
Financial activity for the period November 1, 1996 through November 20,
1996 was not significant.
The allocation of the purchase price of CIG was as follows:
Purchase Price
Value of CIG approximately 6,381,000 shares exchanged $ 23,231,667
Acquisition costs 979,000
Value of CIG options assumed 83,625
------------
$ 24,294,292
============
Allocation of Purchase Price
Historic CIG shareholders' equity $ 34,060,405
Adjust assets and liabilities:
Write down of workers' compensation net assets held for sale (2,864,092)
Write down of property and equipment (820,500)
Deferred income taxes 2,410,280
Integration liability (1,368,000)
Other (830,717)
Excess of fair value of net assets acquired over purchase price (6,293,084)
------------
$ 24,294,292
============
The excess of the fair value of the net assets acquired over the
purchase price of such net assets (negative goodwill) is being
amortized over a 10 year period using the straight-line method. As
discussed in Note 20, the Company entered into a Letter of Intent in
January 1997 to sell the net assets related to CIC's workers'
compensation operations. The sale of the net assets related to CIC's
workers' compensation operations is expected to be completed in the
second quarter of 1997.
The FASB's Emerging Issues Task Force Abstract 87-11 "Allocation of
Purchase Price to Assets to be Sold" ("EITF 87-11") provides guidance
on the accounting for the purchase price allocation to components of
acquired businesses expected to be sold within one year of the
acquisition date. The guidance in EITF 87-11 states the following:
- expected cash flows from the operations of the net assets of
acquired entities that are expected to be sold within one year
of the date of acquisition should be considered in the
purchase price allocation, and
- earnings or losses relating to the operation of the net assets
to be sold should not affect earnings or losses of the
acquiring company during the holding period (i.e., the date of
acquisition to the date of sale).
59
62
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued
The Company has accounted for the allocation of the purchase price and
the net assets of CIC's workers' compensation line of business in
accordance with the EITF 87-11 guidance stated above. Accordingly, the
net assets related to CIC's workers' compensation line of business as
of December 31, 1996 have been reflected on a single line item in the
accompanying balance sheet as Net Assets of Acquired Business Held for
Sale. The fair value assigned to such net assets was based upon
management's estimate of the proceeds from the sale of CIC's workers'
compensation line of business of approximately $7.7 million less the
estimated loss from operationswhich
were used to exercise warrants for such line of business during the
expected holding period of November 1996 through April 1997 of
approximately $0.5 million.common shares. The pre-tax loss from operations related to CIC's workers' compensation
line of business excluded from the Company's statement of operations
from November 21, 1996 to December 31, 1996 was approximately $101,000.
The difference between the carrying amount of the net assets of CIC's
workers compensation line of business at the date of sale and the
actual proceeds from such sale will result in a reallocation of the
purchase price of CIG.
On August 1, 1995, the Company acquired from Sydney Reinsurance
Corporation ("SRC") all the outstanding stock of SRC's wholly owned
subsidiary, Sequoia, a property and casualty insurance company. The
acquisition price of $1,350,000 was paid in cash August 1, 1995.
Approximately $350,000 was paid to acquire Sequoia's fixed assets,
while the remaining $1,000,000 was used in the purchase of intangible
assets and goodwill. These intangible assets are being amortized over a
10-year period using the straight-line method. The Company used
available working capital to make the purchase. All policy and claims
liabilities of Sequoia prior to closing are the responsibility of SRC
and have been unconditionally and irrevocably guaranteed by QBE
Insurance Group Limited ("QBE"), a publicly-held corporation based in
Sydney, Australia, of which SRC indirectly is a wholly-owned
subsidiary. Sequoia's operatingconsolidated results are included in the
consolidated statements
of operations for the year ended December 31, 1996 and1999 reflect the
consolidation of Conex for the period August 1, 19953 to December 31, 1995.
The Company is required31. Prior to
maintain a minimum surplus in Sequoiaconsolidation, the investment was accounted for using the equity method.
Consequently, the results of $7.5 million and, through a management agreement, will supervise the
run-off of SRC's liabilities. As part of the management agreement,
Sequoia will be reimbursed $4.8 million in management fees by the
seller for processing the run off of claims and policy receivables and
servicing the business existing prior to closing. This management fee
is to be received from SRC over a three-year period and is recognized
based on the percentage of completion method based on total anticipated
claims. Approximately $1.7 million and $1.6 million have been
recognized as management fee income andoperations for the year ended December 31,
1996 and1999 include 32% of the losses in the unconsolidated affiliate for the
period August 1, 1995 through December 31, 1995,
respectively.
The following unaudited pro forma information presents (i) a summary of
consolidated results of operations of the Company and CIG and its
subsidiaries for the years ended December 31, 1996 and 1995 as if the
acquisition of CIG and its subsidiaries occurred at the beginning of
1995, with proforma adjustments to give effect to the amortization of
goodwill and the accounting for CIC's workers' compensation line of
business held for sale in accordance with EITF 87-11, as discussed
above (in thousands, except per share data) and (ii) a summary of
consolidated results of operations of the Company and Sequoia for the
years ended December 31, 1995 and 1994 as if the acquisition of Sequoia
had occurred at the beginning of 1994, with pro forma adjustments to
give effect to the amortization of goodwill and related income tax
effects (in thousands, except per share data):
(Unaudited)
1996 1995 1994
-------- ------------- --------
Total
Total revenues $133,539 $118,658 $ 88,337
Income before income taxes 35,572 8,588 17,917
Net income 16,564 16,076 13,347
Net income per share $ 0.61 $ 0.62 $ 0.55
60
63
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
These unaudited pro forma results have been prepared for comparative
purposes and do not purport to be indicative of the results of
operations which actually would have resulted had the combinations been
in effect on January 1 1995to August 2, 1999. The reported results in 2000 include
Conex as a consolidated subsidiary until September 8, 2000. Conex's
primary asset was a 60% joint venture that manufactures wheeled and
1994 ortracked excavators in The People's Republic of future results of
operations ofChina.
Conex accounted for its 60% interest in the consolidated entities.
On September 5, 1995, Physicians purchased 38.2% of the outstanding
common shares of GEC for $34.4 million. Approximately $33.5 million was
paid to acquire the net assets, while the remaining $887,000 was
allocated to goodwill. The goodwill is being amortized over a 10-year
period using the straight-line method. Physicians used available
working capital to make the purchase. GEC is a publicly-held
corporation and is listed on the Toronto Stock Exchange and The
Montreal Exchange under the symbol "GEQ". The Chairman of the Board of
Directors ("Chairman") and the Chief Executive Officer ("CEO") of the
Company are the Chairman and CEO of GEC, respectively.
The Company carries its investment in GECjoint venture using the
equity method of accounting.accounting due the fact that it did not have majority
financial control over the policies and procedures of the joint venture.
The functional currency for the joint venture is the Chinese Renminbi.
Under the terms of the joint venture agreement between Conex and the
joint venture in The People's Republic of China, Conex had a commitment to
fund a third round of financing in the amount of $5 million. This
liability was included in the consolidated financial statements at
December 31, 1999, but following the sale of Conex, this liability, as
well as all the other assets and liabilities of Conex, are no longer
included in the Company's consolidated financial statements.
The following is the results of operations of the Company
for the years ended December 31, 1996 and December 31, 1995 include the
Company's 38.2% share of GEC's net income (loss)Conex for the year ended
December 31, 1996,1999 and for the period in 2000 prior to its disposition:
2000 1999
--------------- --------------
Expenses $1,393,721 $ 1,114,938
Equity in losses of
unconsolidated affiliates 889,627 1,873,874
--------------- --------------
Loss from October 1, 1995 to Decemberoperations 2,283,348 2,988,812
Minority interest (168,988) (1,491,417)
--------------- --------------
Net loss $2,114,360 $ 1,497,395
=============== ==============
On January 31, 1995,
respectively.
4.2000, the Company sold its interest in Summit Global
Management for $100,000, and recorded a pretax loss on sale of $75,400.
68
3. INVESTMENTS:
At December 31, the cost (amortized cost for fixed maturities) and estimated faircarrying value of investments arewere as
follows:
Gross Gross
Estimated
Unrealized Unrealized Fair
1996:Carrying
2001: Cost Gains Losses Value
------------ ------------ ------------- ----------------------------- --------------- ----------------- -----------------
Available for sale
Fixed maturities:
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies- sponsored enterprises $ 74,508,88412,179,670 $ 319,041326,884 $ (439,085)(90,457) $ 74,388,84012,416,097
Corporate securities 108,858,788 1,191,257 (369,254) 109,680,791
Mortgage-backed and
other securities 25,212,464 100,847 (50,326) 25,262,985
------------ ------------ ------------- ------------
208,580,136 1,611,145 (858,665) 209,332,61683,172,507 1,247,644 (614,004) 83,806,147
Mortgage participation interests 4,673,000 4,673,000
----------------- --------------- ----------------- -----------------
100,025,177 1,574,528 (704,461) 100,895,244
Equity securities 61,688,546 19,907,520 (2,061,454) 79,534,612
------------ ------------ ------------- ------------48,183,148 7,178,436 (997,042) 54,364,542
Investment in unconsolidated affiliates 2,583,590 2,583,590
----------------- --------------- ----------------- -----------------
Total $270,268,682$150,791,915 $ 21,518,6658,752,964 $ (2,920,119) $288,867,228
============ ============ ============= ============(1,701,503) $ 157,843,376
================= =============== ================= =================
Fixed maturity investments with an estimated fair value of $52,467,790
have been classified as net assets of acquired business held for sale.
61
64
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued
Gross Gross
Estimated
Unrealized Unrealized Fair
1995:Carrying
2000: Cost Gains Losses Value
------------ ------------ ------------ ----------------------------- --------------- ----------------- -----------------
Available for sale
Fixed maturities:
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies- sponsored enterprises $ 32,171,23220,774,818 $ 401,798186,444 $ (389,695)(22,329) $ 32,183,33520,938,933
Corporate securities 29,729,110 323,160 (65,207) 29,987,063
Mortgage-backed and
other securities 19,426,148 37,870 (60,837) 19,403,181
------------ ------------ ------------ ------------
81,326,490 762,828 (515,739) 81,573,57967,621,386 1,026,850 (41,895) 68,606,341
Mortgage participation interests 12,350,000 12,350,000
----------------- --------------- ----------------- -----------------
100,746,204 1,213,294 (64,224) 101,895,274
Equity securities 63,945,369 37,051,426 (1,139,500) 99,857,295
------------ ------------ ------------ ------------52,201,758 5,043,089 (2,193,798) 55,051,049
Investment in unconsolidated affiliates 4,139,830 4,139,830
----------------- --------------- ----------------- -----------------
Total $145,271,859 $ 37,814,254157,087,792 $ (1,655,239) $181,430,874
============ ============ ============ ============6,256,383 $ (2,258,022) $ 161,086,153
================= =============== ================= =================
Equity securities include certain warrants to purchase the common stock
of a publicly traded company. The estimated fair value of such warrants
is their intrinsic value based on the quoted market price of the
underlying common stock of the investee company. The estimated fair
value and cost of such warrants were $14,530,957 and $240,000,
respectively, as of December 31, 1996 and $4,737,500 and $240,000,
respectively, as of December 31, 1995.
The amortized cost and estimated faircarrying value of investments in fixed
maturities at December 31, 1996,2001, by contractual maturity, are shown
below. Expected maturitiesmaturity dates may differ from contractual maturitiesmaturity dates
because borrowers may have the right to call or prepay obligations with
or without call or prepayment penalties.
Amortized EstimatedCarrying
Cost Fair Value
------- -------------------------- ------------------
Due in one year or less $ 59,821,218 $ 60,629,665$19,272,532 $19,308,867
Due after one year through five years 78,186,033 78,843,06541,193,744 41,903,362
Due after five years through ten years 34,464,117 33,606,303
Due after ten years 10,896,304 10,990,598
Mortgage-backed and other securities 25,212,464 25,262,985
------------ ------------
$208,580,136 $209,332,616
============ ============34,885,901 35,010,015
Mortgage participation interests 4,673,000 4,673,000
------------------- ------------------
$100,025,177 $100,895,244
=================== ==================
69
Investment income is summarized as follows for each of the years ended
December 31, 1996, 1995, and 1994:31:
1996 1995 1994
------------ ------------ ------------2001 2000 1999
--------------- --------------- ---------------
Investment income from:
Available for sale:
Fixed maturities $ 6,323,7076,171,014 $ 8,829,9575,196,831 $ 15,152,1731,593,052
Equity securities 1,860,232 607,429 60,372
Short-term investments
and other 4,123,532 4,112,255 595,079
------------ ------------ ------------1,795,248 965,836 470,628
Other 1,871,738 2,884,099 4,809,821
--------------- --------------- ---------------
Total investment income 12,307,471 13,549,641 15,807,6249,838,000 9,046,766 6,873,501
Investment expenses (824,605) (378,017) (430,629)
------------ ------------ ------------(71,107) (185,845) (268,679)
--------------- --------------- ---------------
Net investment income $ 11,482,8669,766,893 $ 13,171,6248,860,921 $ 15,376,995
============ ============ ============6,604,822
=============== =============== ===============
62
65
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
All available-for-sale investments were income-producing in the last 12
months except for nine equity securities with a carrying amount
totaling approximately $6,138,568.
Pre taxPre-tax net realized gains (losses)gain (loss) on investments wereis as follows for each
of the years ended December 31:
1996 1995 1994
------------ ------------ ------------2001 2000 1999
------------------ --------------- ---------------
Gross realized gains:
Available for sale:
Fixed maturities $ 70,0191,788,474 $ 1,023,621 $ 826,744110,708
Equity securities 31,326,294 6,241,593 222,350
------------ ------------ ------------and other investments 803,760 15,127 $ 3,395,323
Real estate 670,451
------------------ --------------- ---------------
Total gains 31,396,313 7,265,214 1,049,094
------------ ------------ ------------2,592,234 125,835 4,065,774
------------------ --------------- ---------------
Gross realized losses:
Available for sale:
Fixed maturities (292,612) (1,836,582) (72,563)(84,446) (123)
Equity securities (153,838) (286,357) (75,228)
------------ ------------ ------------and other investments (5,926,284) (7,812,798) (4,677,024)
------------------ --------------- ---------------
Total losses (446,450) (2,122,939) (147,791)
------------ ------------ ------------(6,010,730) (7,812,798) (4,677,147)
------------------ --------------- ---------------
Net realized gainsloss $ 30,949,863(3,418,496) $(7,686,963) $ 5,142,275 $ 901,303
============ ============ ============(611,373)
================== =============== ===============
Approximately $29.5During 2001, 2000 and 1999, the Company recorded $3 million, $161,000
and $1.1 million, respectively, in other-than-temporary impairments of
equity securities primarily due to the extent and duration of the decline
in market value of the equity securities. Also, during 2001 the Company
sold an investment that had previously been impaired. The total gross realized gainspre-tax
loss was $4.7 million and the accounting effect in 2001 was a pre-tax
gain of $731,000.
During 2001, 2000 and 1999, the Company recorded $500,000, $2.5
million and $3.2 million, respectively, in permanent write downs of
non-equity security investments to recognize what is expected to be other
than temporary declines in the value of securities.
At December 31, 2001, the Company owned 9,867,391 shares, representing
a 20.7% interest in Australian Oil and Gas ("AOG"). During 2001, the
Company purchased 1,026,732 shares of AOG for $941,000 and received
414,615 shares as a dividend valued at $333,000. During 2000, the Company
purchased 981,584 shares of AOG for $858,000. During 1999, the Company
purchased 6,166,657 shares of Australian Oil and Gas for $6.6 million and
received 420,494 shares as a dividend valued at $452,000. Generally, with
a voting ownership percentage of 20% or more, the investment may be
recorded under the equity method unless the investor lacks the ability to
exercise significant influence. PICO lacks the ability to exercise
significant influence based on a number of factors.
During the fourth quarter of 2000, the Company increased its voting
ownership in Accu Holding AG, a Swiss corporation, to 28.3%. As is the
case with AOG, PICO lacks the ability to exercise significant influence
based on a number of factors and therefore does not apply the equity
method of accounting and is accounting for this investment at cost and
has recorded an unrealized loss under SFAS 115.
70
During 2000, the Company purchased 3,472 shares of Jungfraubahn
Holding AG ("Jungfraubahn") for $493,000. During 1999, the Company
purchased 76,600 shares of Jungfraubahn for $11.8 million. The
acquisition was financed with $7 million in cash and the remaining
balance in debt. At December 31, 2001 and 2000, the Company owns 112,672
shares, or 19.3% of the Jungfraubahn. The Company accounts for the
year endedinvestment under SFAS 115 and reported a net unrealized gain of $2.6
million at December 31, 1996 were generated from the sale of2001.
4. INVESTMENTS IN UNCONSOLIDATED AFFILIATES:
HyperFeed Technologies, Inc.:
At December 31, 2001, the Company's investment in Fairfield Communities, Inc.HyperFeed consisted
of 10,077,856 shares of common stock, representing 42.4% of the common
shares outstanding; and 4,055,195 common stock warrants which on a
diluted basis would represent an additional 14.5% voting interest if
exercised. The common stock is recorded using the equity method of
accounting and has a carrying value of $2.1 million at December 31, 2001.
The difference between the carrying value of the investment and the
underlying equity in November 1996.the net assets or liabilities of HyperFeed of $2.2
million considered goodwill and is being amortized over 10 years on a
straight-line basis. At December 31, 1996,2001, the common stock warrants are
valued at an estimated fair value of $527,000, prior to a $1.2 million
deferred tax asset, using the Black-Scholes option-pricing model. The
warrants are reported as a derivative instrument under the provisions of
SFAS 133 and consequently the loss for the 2001 year is reflected in the
caption "Realized Loss on Investments" in the Statement of Operations.
The cumulative change in fair value from the date of acquisition to
January 1, 2001 was a decline of $1.3 million and is recorded net of a
deferred tax benefit on the Statement of Operations.
The Black-Scholes pricing model incorporates assumptions in
calculating an estimated fair value. The following available-for-sale securities
exceeded 10%assumptions were used
in the computations: no dividend yield for all years; a risk-free
interest rate of shareholders' equity2% - 5.6%; a one year expected life; and a historical 5
year cumulative volatility of 109% to 119%.
At December 31, 2000, the Company's investment in HyperFeed consisted
of 2,602,000 shares of common stock, representing 16.5% of the Company:
Estimated Fair Value
Equity securities:
Resource America, Inc., warrants $14,530,957
-----------
$14,530,957
===========
common
shares outstanding; 4,786,547 shares of preferred stock, representing a
23% diluted voting interest; and an additional 4,055,195 common stock
warrants which on a diluted basis would represent an additional 20.5%
voting interest. The common and preferred stock are recorded using the
equity method of accounting for investments in common stock, and have a
combined carrying value of $3.3 million at December 31, 2000. The
difference between the carrying value of the investment and the
underlying equity in the net assets or liabilities of HyperFeed is
considered goodwill and is being amortized over 10 years on a
straight-line basis. At December 31, 2000, the common stock warrants are
carried in accordance with SFAS No. 115 at an estimated fair value of
$2.9 million, prior to a $435,000 deferred tax asset, using the
Black-Scholes option-pricing model. The pre-tax unrealized loss on the
warrants is $1.3 million.
During the three years ended December 31, 2001, HyperFeed recorded
various capital transactions that affected PICO's voting ownership
percentage. In addition, Resource America, Inc., has guaranteed certain mortgage
notes held2001, HyperFeed issued 491,000 shares of common stock
related to an acquisition which resulted in a dilution gain of $352,000
to PICO. In 2000, HyperFeed issued 164,000 shares of common stock related
to conversion of stock options, which resulted in a dilution gain to PICO
of approximately $208,000. Deferred taxes are provided on each dilution
transaction. In 1999, HyperFeed issued common stock related to the
conversion of options and warrants and stock in a private placement.
These transactions diluted PICO's ownership percentage approximately 1%
to 35% at June of 2001 and through the conversion of preferred shares
PICO increased ownership to 42.4% by APL with a carrying amount of $8,000,000 asthe end of December 31, 1996.
5. INVESTMENT IN AFFILIATE:2001.
In September 2001, the Company converted its HyperFeed Series A voting
convertible preferred shares, and its Series B voting convertible
preferred shares into 7,462,856 newly issued common shares. After the
conversion, PICO owned 42.4% of the outstanding voting interest.
The following information presents a summaryis the market value of the financial position
of GEC as ofcommon shares and preferred
shares (preferred shares existed in 2000 only) based on the December 31,
19962001 and 1995 along with2000 closing price of HyperFeed common stock:
2001 2000
------------------ -----------------
Common stock $ 6,147,492 $ 4,065,625
Preferred stock 7,478,980
------------------ -----------------
$ 6,147,492 $ 11,544,605
================== =================
71
5. LAND AND RELATED MINERAL RIGHTS AND WATER RIGHTS:
Through its subsidiary Nevada Land, the resultsCompany owns land and the
related mineral rights and water rights. Through its subsidiary Vidler,
the Company owns water rights and water storage assets consisting of
operations forvarious real properties in California, Arizona, Colorado and Nevada. The
costs assigned to the year endedvarious components at December 31, 1996 and the three month
period ended December 31, 1995.were as follows:
1996 1995
---- ----2001 2000
------------------ ------------------
Total assetsNLRC:
Land and related mineral rights and water rights $ 121,897,00045,249,039 $ 121,749,000
Total liabilities 11,880,000 15,261,000
Minority interest 22,724,000 22,429,000
Shareholders' equity 87,293,000 84,059,000
Total revenue 22,051,000 6,685,000
Income (loss) before income taxes 4,997,000 (340,000)
Net income (loss) 2,653,000 (1,204,000)42,799,043
------------------ ------------------
Vidler:
Water and water rights 24,530,412 25,743,707
Land 46,803,276 55,960,544
California water storage 1,206,737 5,740,483
Land improvements, net 8,208,178 6,991,464
------------------ ------------------
80,748,603 94,436,198
------------------ ------------------
$ 125,997,642 $ 137,235,241
================== ==================
The Company's ownershipAt December 31, 2001 and 2000, the book value of Vidler's interest in
PC Quotethe Semitropic Water Storage facility was $1.2 million and Nooney Realty equity
securities exceeded 20%$5.7 million,
respectively. During the first ten years of the total equity ownershipagreement through
November 2008, Vidler is required to make a minimum annual payment. These
payments are being capitalized and the asset is being amortized over its
useful life of thirty-five years. In May 2001, Vidler sold 29.73% of its
right, title and interest under the lease to Newhall Land and Farming
Company. In 2001 Vidler sold 84% of its right, title and interest under
the lease for a gain of $5.7 million. As a result, at December 31, 2001,
Vidler owns the right to store 30,000 acre-feet of water and is required
to make a minimum annual payment of $519,000. At December 31, 2000,
Vidler owned the right to store 185,000 acre-feet and was required to
make a minimum annual payment of $2.3 million. The amortization expense
in 2001 and 2000 was $438,000 and $667,000, respectively. In addition,
Vidler is required to pay annual operating and maintenance costs. In
2001, 2000 and 1999, operating costs of $146,000, $889,000 and $863,000,
respectively, were expensed.
In July of 2000, Vidler purchased a 51% interest in Fish Springs
Ranch, LLC for $4.5 million and a commitment to invest an additional
$500,000 in July 2001, and also purchased a 50% interest in V&B, LLC for
$1.2 million. These companies own the 8,628-acre Fish Springs Ranch, and
the associated water rights. The purchase price was allocated based on
estimated fair values at the date of acquisition. Vidler acts as manager
and effectively controls both companies. Consequently, the companies are
included in the accompanying consolidated financial statements as of the
date of the investment in the companies. As a result of consolidation,
water rights increased approximately $6.6 million, land increased
approximately $306,000, various other assets increased $2.1 million and
liabilities increased $184,000 and minority interest of those
companies$3.8 million.
Also during the year, Vidler purchased Spring Valley Ranches (formerly,
Robison Ranch), for approximately $4.5 million. Approximately $3.7
million of the purchase price was recorded as of December 31, 1996. However, these investments are
carried at estimated fair value as opposed to on the equity basis as
the investment was not made for long-term operating purposes.
63
66
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continuedland.
6. PREMIUMS AND OTHER RECEIVABLES:
Premiums and other receivables consisted of the following at
December 31:
1996 1995
------------ ------------2001 2000
---------------- ----------------
Agents' balances and unbilled premiums $ 14,993,19911,081,153 $ 10,871,70010,008,197
Finance receivables 5,961,567 3,329,670
Trade receivables 49,288 263,400
Other accounts receivable -- 133,456
------------ ------------
14,993,199 11,005,1563,535,157 5,645,636
---------------- ----------------
20,627,165 19,246,903
Allowance for doubtful accounts (116,917) (78,000)
------------ ------------(2,550,604) (214,300)
---------------- ----------------
$ 14,876,28218,076,561 $ 10,927,156
============ ============19,032,603
================ ================
72
Other accounts receivable include $2.3 million due from Dominion
Capital Pty. Ltd ("Dominion"), which is affiliated with the Company
through a mutual ownership in Solpower Corporation. During 2001, an
allowance for the total outstanding balance owed by Dominion of $2.3
million was recorded due to the uncertainty surrounding the recovery of
the balance. Also included in other accounts receivable is a $187,000
note receivable from the President and CEO of Summit Global Management
for the purchase of Summit in January 2000.
7. FEDERAL INCOME TAX:
The Company and its U.S. subsidiaries file a consolidated life/nonlife federal
income tax return. Non-U.S. subsidiaries file tax returns in various
foreign countries. Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for
income tax purposes.
Significant components of the Company's deferred tax assets and
liabilities are as follows at December 31, 1996 and 1995 are as follows:31:
1996 1995
------------ ------------2001 2000
---------------- ----------------
Deferred tax assets:
Net operating loss carryforwards $ 6,719,612 --12,155,883 $ 20,598,362
Capital loss carryforwards 2,947,945
Loss reserves 19,018,582 $ 16,109,534
Future policy benefits 798,894 749,3427,100,265 9,023,860
Unearned premium reserves 2,011,642 2,986,855
Alternative minimum tax credits -- 661,2651,913,744 1,734,353
Unrealized depreciation on securities 292,122 364,041
Deferred gain on retroactive reinsurance 1,140,839 1,190,185
Integration liability 527,341 --149,219 329,417
Write down of securities 5,961,979 6,742,018
Equity in unconsolidated affiliates 1,392,552 681,104
Deferred loss on SFAS 133 505,144
Other, net 1,154,432 636,858
------------ ------------1,187,741 550,044
---------------- ----------------
Total deferred tax assets 31,371,342 22,334,03933,606,594 40,023,199
---------------- ----------------
Deferred tax liabilities:
Reinsurance receivables 10,325,734 10,701,283
Prepaid reinsurance -- 1,921,446Discounting of reserves 2,823,237 2,823,237
Deferred policy acquisition costs 2,563,812 1,086,5842,350,620 2,141,939
Unrealized appreciation on securities 6,060,413 12,274,9331,669,697 714,769
Revaluation of surface, water and mineral rights 12,991,330 14,880,795
NLRC land sales 1,065,315 1,065,315
Accretion of bond discount 106,529 40,291
Depreciation 24,932 483,963
------------ ------------109,664 61,795
Capitalized lease 279,313 1,133,434
---------------- ----------------
Total deferred tax liabilities 19,081,420 26,508,500
------------ ------------21,289,176 22,821,284
---------------- ----------------
Net deferred tax assets (liabilities)
before
valuation allowance 12,289,922 (4,174,461)12,317,418 17,201,915
Less valuation allowance (6,664,000) --
------------ ------------(3,734,153) (4,101,587)
---------------- ----------------
Net deferred tax assets (liabilities)asset $ 5,625,9228,583,265 $ (4,174,461)
============ ============13,100,328
================ ================
64
67
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
At December 31, 1994 and prior, the Company had recorded a valuation
allowance for nearly all its net deferred tax assets, as management
believed the realizability of the net deferred tax assets did not
exceed the "more likely than not" criteria required by SFAS No. 109.
During 1995, because of the significant increase in the net unrealized
appreciation in the Company's available-for-sale securities, the
Company reconsidered its need for a valuation allowance for its net
deferred tax assets. The Company reduced its valuation allowance,
resulting in a decrease in deferred federal income tax expense of
approximately $9.4 million.
The deferred tax asset valuation allowance as of December 31, 19962001 and
2000 relates primarily to the net operating loss carryforwards (NOL's) of
CIG and Sequoia. Such NOL's areGlobal Equity, a Canadian company. Global Equity is subject to rules that
limit the separate
return limitation year rulesability to utilize their NOL's. Due to these limitations and
therefore, can only be used to offset
the respectiveuncertainty of future taxable income, generated by CIG and Sequoia.
Given management's uncertainty as to the ability of CIG and Sequoia to
generate sufficient future taxable income to utilize such NOL's, they
do not currently believe that it is more likely than not thata valuation allowance has been
recorded for the deferred tax asset related to such NOL's willthat may not be realized. Net deferredPrior to
the enactment, in 1999, of U.S. tax legislation that removed certain
limitations on the Company's ability to utilize its U.S. NOL's, the
Company carried a valuation allowance on a portion of its U.S. NOL's. As
a result of this legislation, in 1999 most of the valuation allowance for
U.S. NOL's was removed. Deferred tax assets and liabilities, the recorded
valuation allowance, and federal income tax expense in future years can
be significantly affected by changes in enacted tax rates or by changes in circumstances that would
influence management's conclusions as to the ultimate realizabilityrealization of
deferred tax assets.
At73
Pre-tax income (loss) from continuing operations for the years ended
December 31 incomewas under the following jurisdictions:
2001 2000 1999
----------------- ---------------- -----------------
Domestic $ 12,508,221 $ (11,129,866) $ (14,716,953)
Foreign (3,365,730) (4,935,297) (9,593,712)
----------------- ---------------- -----------------
Total $ 9,142,491 $ (16,065,163) $ (24,310,665)
================= ================ =================
Income tax expense (benefit) from continuing operations for each of
the years ended December 31 consists of the following:
1996 1995 1994
------------ ------------ ------------2001 2000 1999
---------------- ---------------- -----------------
Current tax benefit:
U.S. federal $ 11,668,654(15,373) $ 220,092(450,125) $ 486,000(718,240)
Foreign (614,389) (4,650,993) 514,096
---------------- ---------------- -----------------
Total current tax benefit (629,762) (5,101,118) (204,144)
---------------- ---------------- -----------------
Deferred 1,990,334 (7,891,246) (34,119)
------------ ------------ ------------tax expense (benefit):
U.S. federal $ 13,658,9884,365,247 $ (7,671,154)(3,775,786) $ 451,881
============ ============ ============(9,394,066)
Foreign (329,021) (134,318) (3,823,859)
---------------- ---------------- -----------------
Total deferred tax expense (benefit) 4,036,226 (3,910,104) (13,217,925)
---------------- ---------------- -----------------
Total income tax expense (benefit) $ 3,406,464 $ (9,011,222) $ (13,422,069)
================ ================ =================
The difference between income taxes provided at the Company's effective
taxfederal
statutory rate and federal statutoryeffective tax rate is as follows:
1996 1995 1994
------------ ------------ ------------2001 2000 1999
---------------- ---------------- -----------------
Federal income tax provision (benefit) at statutory rate $ 13,292,6503,108,447 $(5,462,155) $ 2,720,619 $ 6,556,155
Small life company deduction (608,949) (134,073) (573,715)(8,265,626)
Book tax difference on sale of securities (1,247,596)
Settlement of tax appeal (495,976) (4,398,731)
Change in the valuation allowance (53,323) (9,408,371) (5,317,367)
Other 1,028,610 (849,329) (213,192)
------------ ------------ ------------(367,434) 3,285,416 (8,448,347)
Amortization of goodwill (63,165) 208,268 217,934
Non-deductible capital loss (166,750) 294,188
Investment valuation (971,105) 171,115
Accrued liabilities 1,578,000
Extraordinary gain 227,821
Permanent differences 1,224,592 (258,569) 802,846
---------------- ---------------- -----------------
Federal income tax expenseprovision (benefit) $ 13,658,988 $ (7,671,154) $ 451,881
============ ============ ============3,406,464 $(9,011,222) $(13,422,069)
================ ================ =================
The aggregate NOL's of approximately $19,760,000 expire between 1999
and 2010. There is an annual limitationProvision has not been made for U.S. or additional foreign tax on the
$5.9 million of undistributed earnings of foreign subsidiaries. It is not
practical to estimate the amount of additional tax that might be payable.
At December 31, 2001, the Company had no income tax payable or
receivable, and at December 31, 2000, the Company had an income tax
payable of $324,000. As of December 31, 2001, the Company has net
operating loss carryforwards of $35 million. The Company has $2.2
million, $620,000, and $6.7 million of consolidated NOL's that expire in
2014, 2016, and 2020, respectively. In addition certain subsidiaries have
$25.5 million of approximately
$1,400,000.NOL's subject to certain limitations that restrict their
use and have valuation allowances established.
74
8. PROPERTY AND EQUIPMENT:
The major classifications of property and equipmentthe Company's fixed assets are as follows
at December 31 are
as follows:31:
1996 1995
------------ ------------2001 2000
-------------- ---------------
Land $ 500,016 $ 500,016
Home office 4,841,059 4,841,059
Office furniture, fixtures and equipment 4,361,510 5,869,013$ 6,833,972 $ 6,834,381
Building and leasehold improvements 678,223 529,732
------------ ------------
10,380,808 11,739,8201,135,071 1,192,123
-------------- ---------------
7,969,043 8,026,504
Accumulated depreciation (5,663,442) (6,201,472)
------------ ------------
Net book value(5,241,112) (5,081,991)
-------------- ---------------
Property and equipment, net $ 4,717,3662,727,931 $ 5,538,348
============ ============2,944,513
============== ===============
Depreciation expense was $751,000, $589,000,$969,000, $1.1 million and $688,000$1 million in
1996,
1995,2001, 2000, and 19941999, respectively.
65
68
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
9. DEFERRED POLICY ACQUISITION COSTS:
Changes in deferred policy acquisition costs arewere as follows:
1996 1995 1994
----------- ----------- -----------2001 2000 1999
---------------- ---------------- ----------------
Balance, January 1 $ 2,894,6446,299,819 $ 2,812,9364,821,228 $ 3,427,4255,548,634
Additions:
Commissions 4,158,421 3,303,513 1,803,1737,884,474 7,232,606 5,559,587
Other 1,860,247 582,763 437,181
Acquired in merger 1,593,930 -- --5,903,573 4,613,034 3,966,560
Ceding commissions (397,698) (864,432) (2,207,193)
----------- ----------- -----------(129,895) (116,701) 230,792
---------------- ---------------- ----------------
Deferral of expense 7,214,900 3,021,844 33,161
----------- ----------- -----------
Adjustment for expected
gross profits on
investment and universal
life-type contracts resulting from
SFAS 115 mark-to-market 17,556 (544,163) 487,892
Adjustment for premium
deficiency -- (1,305,099) --13,658,152 11,728,939 9,756,939
---------------- ---------------- ----------------
Amortization to expense (2,205,530) (1,090,874) (1,135,542)
----------- ----------- -----------(13,044,382) (10,250,348) (10,484,345)
---------------- ---------------- ----------------
Balance, December 31 $ 7,921,5706,913,589 $ 2,894,6446,299,819 $ 2,812,936
=========== =========== ===========4,821,228
================ ================ ================
10. SHAREHOLDERS' EQUITY (ALL SHARE AMOUNTS HAVE BEEN RESTATED TO GIVE
EFFECT TO THE STOCK EXCHANGE RATIO UTILIZED IN CONNECTION WITH THE
REVERSE ACQUISITION OF CIG (NOTE 3)):
In December 1993,EQUITY:
At the Annual Meeting of Shareholders on October 19, 2000,
shareholders voted to amend the Articles of Incorporation to eliminate
the Company's preferred shares. This amendment became effective January
16, 2001.
On February 9, 2000, the Company issued 7,156,997 common shares (adjusted
forregistered on Form S-3 with the merger exchange rate)U. S.
Securities and Exchange Commission to Guinness Peat Group plc for
$5,000,000. In accordance with their original stock purchase agreement,
Guinness Peat Group plc was entitled to purchase additional common
shares at a price based upon the average closing bid price of the stock
for a period prior to the date of notice of intent to buy up to an
aggregate purchase price of $5,000,000. In June 1994, the Company
issued 3,164,147 common shares (adjusted for the merger exchange rate)
to Guinness Peat Group plc for $3,000,000, increasing their ownership
to approximately 40%. At December 31, 1996 and 1995, Guinness Peat
Group plc was entitled to purchase additional common shares up to an
aggregate purchase price of $2,000,000.
On May 9, 1996, the Company, Guinness Peat Group plc ("GPG"), and GEC
entered into an agreement whereby GPG agreed to sell 4,258,415 common
shares (adjusted for the merger exchange rate) of the Company's common
stock to GEC in two blocks, subject to regulatory approval, at an
average price of approximately US $3.60 per share. GPG agreed to sell
the shares to GEC at a discount to market due to their status as
restricted stock and in consideration of the quantity of shares to be
purchased. On May 13, and June 4, 1996 GEC purchased the shares. Prior
to these transactions, GPG owned approximately 40% of the Company's
common stock. Following these transactions, GPG and GEC owned
approximately 23% and 16% of the Company's common stock, respectively.
GPG and GEC owned approximately 19% and 13%, respectively, of the
Company's common stock subsequent to the merger with CIG in November
1996. Theoffer 6,546,497 shares of the Company owned by GEC have been accounted for as
treasury shares as of December 31, 1996 in the Company's consolidated
financial statements.
66
69
PICO
HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
In connection with the merger, PICO Holdings, Inc. Board of Directors
adopted a Stockholders' Rights Plan and, pursuant to such Plan,
declared a dividend on its common stock of one right (a "Right") for
each share of common stock outstanding. Upon the occurrence of certain
events, each Right becomes exercisable to purchase 1/100 of a share of
Series A Junior Participating Cumulative Preferred Stock at an initial
price of $35.00. The Rights expire on July 22, 2001 and prior to the
occurrence of certain events, may be redeemed at a price of $.01$15 per Right. Of the Company's 2,000,000 authorizedshare through a rights offering. Shareholders
were offered 1 right to buy 1 new share at $15 for every 2 common shares
held at March 1, 2000.
In March 2000, an investment partnership registered as PICO Equity
Investors, L.P. acquired 3,333,333 shares of preferredPICO stock 1,000,000for approximately
$50 million. PICO Equity Investors, an entity managed by PICO Equity
Investors Management, LLC, which is owned by three of PICO's current
directors (including PICO's chairman of the board and PICO's president
and chief executive officer), will exercise all voting and investment
decisions with respect to these shares for up to 10 years. There is no
monetary compensation for the management of either partnership. PICO used
the $49.8 million net proceeds to develop existing water and water
storage assets, acquire additional water assets, acquire investments, and
for general working capital needs.
Stock Option Plans
PICO Holdings 1995 Non-Qualified Stock Option Plan. PICO was
authorized to issue 521,030 shares of common stock pursuant to awards
granting non-qualified stock options to full-time employees (including
officers) and directors. The options granted to employees vest at a rate
of 33% upon grant and 33% per year on each of the first two anniversaries
of the date of grant. A total of 512,005 options have been designated as Series A Junior Participating
cumulative Preferred Stock. Each share of Series A Junior Participating
Preferred Stock shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the stockholders of the Company.
In connection with the merger, CIG's existing Employee Stock Ownership
Plan was adopted. Such plan covers substantially all of the employees
of the Company and its subsidiaries. Contributions are made to the plan
at the discretion of the Board of Directors. No contributions were made
to the plan in 1996.issued from
this plan. The Company sponsors various stock-based incentive compensation plans
(the "Plans"). The Company applies APB Opinion 25 and related
interpretationsgranted stock options in accounting for the Plans and, therefore, does not
recognize any compensation cost related to such plans. In 1995, the
FASB issued SFAS Statement No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123"). Adoption of the cost recognition provisions
of SFAS 123 is optional and the Company has decided not to elect these
provisions of SFAS 123. However, pro forma disclosures of the impact on
the Company's net income and earnings per share for the years ended
December 31, 1996 and 1995 as ifunder this
plan in the Company adopted the cost
recognition provisionsform of SFAS 123incentive stock options and non-qualified stock
options. All issued options from this plan are presented below.
Under the Plans, Physicians isfully vested.
75
PICO Holdings 1998 Stock Option Agreement. PICO was authorized to
issue 2,955,148100,000 shares of Common Stockcommon stock pursuant to awards granted in
various forms, including incentive stock options (intended to qualify
under Section 422 of the Internal Revenue Code of 1986, as amended),
non-qualified stock options, and other similar stock-based awards to full-time employees
(including officers) and directors. The total options available for
future grants as of December 31, 1996 were 70,377. The Companyawards. On
October 22, 1998, PICO granted 100,000 non-qualified common stock options
to an officer of the Company at an exercise price of $15.625 per share.
The options granted vest monthly over three years, expiring October 22,
2008. During 1999, 61,111 of these options expired when the officer left
the Company. The remaining options expired during 2001. None of these
stock options were exercised.
PICO Holdings 1998 Global Equity/PICO Stock Option Plan. As discussed
above, PICO assumed 484,967 options to existing Global Equity option
holders pursuant to the acquisition of the remaining shares of Global
Equity by exchanging PICO options for Global Equity options. The options
granted from this plan placed the participants in 1996an economically
equivalent position regarding the number of shares, exercise price, and
1995 under the Plans in the formwith vesting according to their original terms.
PICO Holdings 1999 Stock Option Agreement. PICO is authorized to issue
10,665 shares of incentivecommon stock pursuant to awards granted as non-qualified
stock options and other similar stock-based awards. On January 1, 1999,
PICO granted 10,665 non-qualified common stock options to an officer of
the Company at an exercise price of $13.25 per share. The options were
immediately vested and expire in 10 years.
PICO Holdings 2000 Non-Statutory Stock Option Plan. PICO is authorized
to issue 1,200,000 shares of common stock to employees and non-employee
directors of and consultants to the Company, pursuant to awards granted
as non-qualified stock options. In conjunction withOn April 7, 2000, PICO granted, subject
to approval by the Merger,Company's shareholders obtained on October 19, 2000,
1,091,223 non-qualified common stock options to employees and
non-employee directors of the Company assumed all of Physicians' options outstanding. The(1,082,223 to employees and 9,000
to directors) at an exercise price of all$15.00 per share. Of the options
granted was equal to the fair market
value of the Company's common stock at the date of grant.
The Company granted stock options in 1996 and 1995 to employees, one-third vested upon grant, one-third vest April
7, 2001 and directors. The stock options granted in 1996 and 1995 have terms of 10
years.one-third vest April 7, 2002. The options granted to
non-employee directors were fully vested immediately on the grant date.
TheOn July 9, 2001, PICO granted 100,000 non-statutory stock options to
an employee at an exercise price of $15.00 per share. 66,000 of these
stock options vested on July 9, 2001 and the remaining 34,000 stock
options will vest on July 9, 2002. These stock options expire on July 9,
2021.
On August 2, 2001, PICO granted 8,777 non-statutory stock options to
employeesan employee at an exercise price of $15.00 per share. 2,925 of those
stock options vested on August 2, 2001, 2,926 stock options will vest either (I) at the
rateon
August 2, 2002, and 2,926 stock options will vest on August 2, 2003. They
expire on August 2, 2021.
PICO Holdings 2001 Stock Option Agreements. PICO is authorized to
issue 46,223 shares of 25%, 33% or 50% per year on eachcommon stock pursuant to awards granted in
individual non-qualified stock option agreements. In August 2001, PICO
granted a total of 46,223 non-qualified stock options to three employees
of the first four, three or
two year anniversariesCompany. The exercise price for all these non-statutory stock
options is $15.00 per share. One-third of these stock options vested in
August 2001, one-third will vest in August 2002, and the dateremaining
one-third will vest in August 2003. All of grant, as applicable, or (ii) at
a rate of 33% upon grant and 33% per year on each of the first two
anniversaries of the date of grant. Allthese non-statutory stock
options granted under the CIG
plan became fully vested upon consummation of the merger.
67expire in August 2021.
76
70
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
A summary of the status of the Company's stock options as of December
31, 1996 and 1995 and the changes duringis presented
below for the years then ended is
presented below:December 31:
1996 1995
--------------------2001 2000 1999
------------------------ ------------------------- --------------------------
Weighted Weighted #Weighted
Shares of Average # Shares of Average Shares Average
Underlying Exercise Underlying Exercise Underlying Exercise
Options Prices Options Prices Options Prices
------------ ---------- ------------ ---------- ------------- -----------
Outstanding at beginning of the
Year 2,580,095 $2.69 500,990year 1,834,599 $14.93 1,046,575 $ 0.7015.83 1,097,021 $ 15.89
Granted 70,138 2.69 2,580,095 2.69
Exercised (35,069) 2.69 (500,990) .70155,000 15.00 1,091,223 15.00 10,665 13.25
Canceled (70,138) 2.69 -- --
Options assumed in merger 214,480 4.49 -- --- expired (208,879) 17.72 (303,199) 18.31 (61,111) 15.63
Outstanding at end of year 2,759,506 2.83 2,580,095 2.691,780,720 14.60 1,834,599 14.93 1,046,575 15.83
Exercisable at end of year 2,495,651 2,029,0091,349,312 14.48 1,113,117 14.88 1,046,575 15.83
Weighted-average fair value
of options granted during
the year $ 3.628.52 $ 1.627.15 $ 9.02
========== ========== ===========
The following table summarizes information about stock options outstanding
at December 31, 2001:
Options Outstanding Options Exercisable
- -------------------------------------------------------------- ---------------------------
Weighted
Average Weighted
Number Remaining Average Number Weighted
Range of Outstanding Contractual Exercise Exercisable Average
Exercise Prices at 12/31/01 Life Price at 12/31/01 Exercise Price
- -------------------- ------------- ----------- ----------- ------------- ------------
$13.45 to $23.80 522,672 3.71 $13.45 522,672 $13.45
$15.63 to $23.95 1,258,048 18.19 $15.08 826,640 $15.13
------------- -------------
$13.25 to $23.95 1,780,720 13.94 $14.60 1,349,312 $14.48
============= =============
The fair value of each stock option granted is estimated on the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions for grants in 1996 and 1995, respectively:each year: no dividend yield for all years;yield;
risk-free interest rates are different for each grant and range from 5.94%4.9% to
6.97%; the expected lives of options are estimated at 10 years for 2001, 10 years
for 2000 and 7 years;years for 1999; and a volatility of 50%42% for allthe 2001 grants, 51%
for the 2000 grants, and 54% for the 1999 grants.
The following table summarizes information about stock options
outstanding at December 31, 1996:
Options Outstanding Options Exercisable
----------------------------------- -------------------------
Weighted
Average Weighted
Number Remaining Average Number Weighted
Range of Outstanding Contractual Exercise Exercisable Average
Exercise Prices at 12/13/96 Life Price at 12/31/96 Exercise Price
- --------------- ----------- ---- ----- --------------------------
$2.69 to $4.75 2,690,006 8.64 3.03 2,426,151 2.74
$5.75 to $10.25 69,500 6.11 7.29 69,500 7.29
--------- ---------
$2.69 to 10.25 2,759,506 8.57 2.83 2,495,651 2.86
68
71
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Had the compensation cost for the Company's stock-based compensation plans been
determined consistent with SFAS No. 123, the Company's net incomeloss and net incomeloss per
common share for 1996 and 1995 would approximate the following pro forma amounts below:for the years ended
December 31:
December 31, December 31,
1996 1995
------------ ------------2001 2000 1999
--------------- ----------------- ----------------
Net
Reported net income as reported(loss) $ 24,320,0115,113,905 $ 15,672,976(11,300,556) $ (9,740,280)
SFAS No. 123 charge (1,954,185) (1,005,921)
------------ ------------(711,521) (2,616,496) (96,249)
--------------- ----------------- ----------------
Pro forma net income (loss) $ 22,365,8264,402,384 $ 14,667,055
============ ============(13,917,052) $ (9,836,529)
=============== ================= ================
Pro forma net income (loss) per common shareshare: basic and diluted $ .820.36 $ .56
============ ============(1.20) $ (1.09)
=============== ================= ================
The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts.
SFAS 123 does not apply to awards prior
to 1995.77
11. REINSURANCE:
In the normal course of business, the Company's insurance
subsidiaries have entered into various reinsurance contracts with
unrelated reinsurers. The Company's insurance subsidiaries participate in
such agreements for the purpose of limiting their loss exposure and
diversifying their business.risk. Reinsurance contracts do not relieve the
Company's insurance subsidiaries from their obligations to policyholders.
All reinsurance assets and liabilities are shown on a gross basis in
the accompanying consolidated financial statements. Amounts recoverable
from reinsurers are estimated in a manner consistent with the claim
liability associated with the reinsured policy. Such amounts are included
in "reinsurance receivables" in the consolidated balance sheets at
December 31 are as follows:
1996 1995
------------ ------------2001 2000
--------------- ----------------
Estimated reinsurance recoverable on:
Unpaid losses and loss adjustment expense (net of
discount of $3,259,190$23,190,015 $27,444,846
Reinsurance recoverable on paid losses and $3,770,779, respectively) $ 89,493,139 $ 92,474,112
Future policy benefits 2,537,789 2,036,394
------------ ------------
92,030,928 94,510,506
Other balances receivable from reinsurers 4,953,333 6,208,910
------------ ------------loss expenses 593,091 149,193
--------------- ----------------
Reinsurance receivables $ 96,984,261 $100,719,416
============ ============$23,783,106 $27,594,039
=============== ================
Unsecured reinsurance risk is concentrated in the companies shown in
the table below. The Company remains contingentlycontinently liable with respect to
reinsurance contracts in the event that reinsurers are unable to meet
their obligations under the reinsurance agreements in force.
69
72
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
CONCENTRATION OF REINSURANCE (in millions)AS OF DECEMBER 31, 2001
Unearned Reported Unreported Reinsurer
Premiums Claims Claims Balances
-------- ------ ------ ---------------------- --------------- --------------- ---------------
Sydney Reinsurance Corporation -- $16.8 $16.2 $33.0
Kemper Reinsurance Company -- $ 4.24,662,052 $ 3.62,390,600 $ 7.87,052,652
Continental Casualty Company 1,647,722 2,165,000 3,812,722
American Reinsurance Corp. $ 1.5 $ 0.3 $ 1.2 $ 3.0
San Francisco Reinsurance Company $ 0.5 $ 0.2 $ 0.4 $ 1.1170,308 37,400 207,708
Hartford Steam & Boiler 100,105 34,000 134,105
TIG Reinsurance Group -- $ 4.2 $ 7.1 $11.3312,612 (10,612) 302,000
Transatlantic Reinsurance Company -- -- $ 9.0 $ 9.0958,151 958,151
Cologne Reinsurance Company of America -- -- $ 1.0 $ 1.0103,601 103,601
Gerling Global Reinsurance 53,574 195,000 248,574
Mutual Assurance, Inc. -- $ 1.3 $ 5.1 $ 6.43,236,656 218,446 3,455,102
GE Reinsurance Corp. 203,928 1,500,000 1,703,928
General Reinsurance 38,291 1,209,135 10,000 1,257,426
National Reinsurance Corporation 299,877 299,877
PXRE Reinsurance Company 749,474 1,130,000 1,879,474
Hartford Fire Insurance Company 117,746 80,000 197,746
Partner Reinsurance 302,775 330,000 632,775
Lumberman's Mutual Casualty Company 219,553 219,553
North Star Reinsurance Corp. 137,818 137,818
Swiss American Reinsurance Corporation 137,818 137,818
-------------- --------------- --------------- ---------------
$ 0.1308,704 $13,362,140 $ 7.4 $ 1.2 $ 8.79,070,186 $22,741,030
============== =============== =============== ===============
As more fully described in Note 3, immediatelyImmediately prior to the sale of Sequoia to Physicians by SRC,Sydney
Reinsurance Corporation ("SRC") in 1995, Sequoia and SRC entered into a
reinsurance treaty whereby all policy and claims liabilities of Sequoia
prior to the date of purchase by the CompanyPhysicians are the responsibility of
SRC. Payment of theseSRC's reinsurance liabilitiesobligations under this treaty has been
unconditionally and irrevocably guaranteed by QBE.QBE Insurance Group Limited
should SRC be unable to meet its obligations under the reinsurance
agreement.
78
The Company entered into a reinsurance treaty in 1995 with Mutual
Assurance Inc. ("Mutual") in connection with the sale of Physicians' MPL
business to Mutual. This treaty is a 100% quota share treaty covering all
claims arising from policies issued or renewed with an effective date
after July 15, 1995. At the same time, Physicians terminated two treaties
entered into in 1994 and renewed in 1995. The first of these was a
claims-made agreement under which Physicians' retention was $200,000, for
both occurrence and claims-made insurance policies. Claims are covered up
to $1 million. The second treaty reinsured claims above $1 million up to
policy limits of $5 million on a trueoccurrencetrue occurrence and claims-made basis,
depending on the underlying insurance policy.
In 1994, the Company entered into a retrospectiveretroactive reinsurance
arrangement with respect to its MPL business. As a result, Physicians
initially recorded a deferred gain on retroactive reinsurance of $3,445,123$3.4
million in 1994. Deferred gains are being amortized into income over the
expected payout of the underlying claims using the interest method. The
unamortized gain as ofat December 31, 19962001 and 19952000 was $2,874,128$439,000 and $3,188,811,$969,000,
respectively.
70
73
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
The following is a summary of the net effect of reinsurance activity
on the consolidated financial statements for 1996, 1995, and 1994:each of the years ended
December 31:
1996 1995 1994
------------ ------------ ------------2001 2000 1999
----------------- ---------------- ----------------
Direct premiums written $ 47,172,11854,110,160 $ 38,896,15547,620,431 $ 34,179,63736,558,158
Reinsurance premiums assumed 274,296 140,303 8,565282,541 (3,020) 120,185
Reinsurance premiums ceded (8,418,267) (13,332,228) (18,174,791)
------------ ------------ ------------(8,464,918) (3,573,715) (3,019,059)
----------------- ---------------- ----------------
Net premiums written $ 39,028,14745,927,783 $ 25,704,23044,043,696 $ 16,013,411
============ ============ ============33,659,284
================= ================ ================
Direct premiums earned $ 60,808,306 $ 31,931,286 $ 37,697,82251,355,206 39,987,563 39,162,077
Reinsurance premiums assumed 281,019 141,496 45,438267,215 2,967 144,499
Reinsurance premiums ceded (20,857,534) (10,661,286) (13,795,106)
------------ ------------ ------------(8,332,745) (5,554,776) (2,927,474)
----------------- ---------------- ----------------
Net premiums earned $ 40,231,79143,289,676 $ 21,411,49634,435,754 $ 23,948,154
============ ============ ============36,379,102
================= ================ ================
Losses and loss adjustment expenses incurred:
Direct $ 35,969,535 $ 47,057,111 $ 13,010,44729,442,055 25,883,270 47,939,738
Assumed 69,541 33,285 (2,764,335)164,500 (681,716) (825,369)
Ceded (17,458,446) (27,305,248) (9,991,964)
------------ ------------ ------------
$ 18,580,630 19,785,148 254,148(11,304,235) (1,175,336) (12,897,078)
----------------- ---------------- ----------------
18,302,320 24,026,218 34,217,291
Effect of discounting on losses and
loss adjustment expenses (Note 12) 4,351,860 3,386,440 11,384,463
------------ ------------ ------------994,545
----------------- ---------------- ----------------
Net losses and loss adjustment expenses $ 22,932,49018,302,320 $ 23,171,58824,026,218 $ 11,638,611
============ ============ ============35,211,836
================= ================ ================
12. RESERVES FOR UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES:
Reserves for unpaid losses and loss adjustment expenses on MPL and
property and casualty business represent management's estimate of
ultimate losses and loss adjustment expenses and fall within an
actuarially determined range of reasonably expected ultimate unpaid
losses and loss adjustment expenses.
Reserves for unpaid losses and loss adjustment expenses are estimated
based on both company-specific and industry experience, and assumptions
and projections as to claims frequency, severity, and inflationary trends
and settlement payments. Such estimates may vary significantly from the
eventual outcome. In management's judgment, information currently
available has been appropriately considered in estimating the loss
reserves and reinsurance recoverable of the insurance subsidiaries.
Physicians prepares its statutory financial statements in accordance
with accounting practices prescribed or permitted by the Ohio Department
of Insurance ("ODI"Ohio Department"). CIC, CNICCitation and Sequoia prepare their
statutory financial statements in accordance with accounting practices
prescribed or permitted by the California Department of Insurance.
Prescribed statutory accounting practices include guidelines contained in
various publications of the National Association of Insurance
Commissioners ("NAIC"), as well as state laws, regulations, and general
administrative rules. Permitted statutory accounting practices encompass
all accounting practices not so prescribed. The ODI'sOhio Department's
prescribed accounting practices do not allow for discounting of claim
liabilities. However, for years prior to 2000, the years ended December 31, 1996, 1995, and
1994, the ODIOhio Department
permitted Physicians to discount its losses and loss adjustment expenses
related to its MPL claims to reflect anticipated investment income.
Such permissionPermission was granted due primarily to the longer claims settlement
period related to MPL business as compared to most other types of
79
property and casualty insurance lines of business. Property
and casualty insurance companies are permittedIn 2000 the Ohio
Department of Insurance withdrew permission to discount MPL claims
liabilities under generally accepted accounting principlesreserves in Physicians' statutory financial statements. In addition,
Physicians no longer discounts MPL reserves in its GAAP financials.
Prior to the
extent that the discounting2000, Physicians used a discount rate of claims liabilities by such entities is
prescribed or permitted by statutory accounting principles.
71
74
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued4% for financial
reporting purposes. The method of discounting utilized by Physicians isdetermining the discount was based on
historical payment patterns and assumesassumed an interest rate at or below
Physicians' own investment yield, and is the same rate used for statutory reporting
purposes. Prior to 1994, direct and assumed MPL loss reserves and
reinsurance recoverables were discounted at a rate of 7.5% (an
investment yield rate) for 1987 and prior accident years. Physicians
used 5.5% for the 1988 accident year, 5% for the accident years 1989,
1990 and 1991, and 4% for the 1992 and 1993 accident years, which rates
were agreed to between Physicians and the Ohio Department of Insurance.
These rates represented a level somewhat below Physicians' investment
yield rate as required by such agreement. During 1994, Physicians
changed its accounting for the discount rate retroactively and lowered
its discount rate to 4% for all accident years, including all prior
accident years. Physicians considered this change in discount rate to
be a change to a preferable rate, the maximum rate currently prescribed
for discounting by the Ohio Department of Insurance. The cumulative
effect of this change, as of January 1, 1994, was $4,109,941 and was
charged to earnings in 1994.yield. The carrying value of MPL reserves
gross as to reinsurance and undiscounted was approximately $141.8 million, net of discounting
of $15.5$40.6 million
at December 31, 19962001 and $167.3 million, net of
discounting of $20.3$58.6 million at December 31, 1995.2000.
Activity in the reserve for unpaid claims and claim adjustment
expenses was as follows for each of the yearyears ended December 31 was as follows:31:
1996 1995 1994
------------- ------------- -------------2001 2000 1999
----------------- ----------------- ------------------
Balance at January 1 $ 229,796,606121,541,722 $ 180,691,044139,132,875 $ 191,735,256155,020,696
Less reinsurance recoverables (92,474,112) (26,335,327) (11,020,783)
------------- ------------- -------------recoverable (27,444,846) (40,333,000) (52,000,444)
----------------- ----------------- ------------------
Net balance at January 1 137,322,494 154,355,717 180,714,473
------------- ------------- -------------94,096,876 98,799,875 103,020,252
----------------- ----------------- ------------------
Incurred loss and loss adjustment expenses
for current accident year claims 20,806,194 17,886,560 21,465,08128,665,664 22,993,457 18,903,062
Incurred loss and loss adjustment expenses
for prior accident year claims (2,609,907) (335,958) (19,616,968)(9,833,352) 1,300,414 15,878,697
Retroactive reinsurance (2,422,308) (7,556,845)
Provision for deferral of gain on retroactive
reinsurance (145,135) 2,115,011 6,934,113
Increase due to commutation of reinsurance treaties(529,993) (267,653) (564,469)
Accretion of discount 4,881,338 5,928,283 10,413,230
------------- ------------- -------------994,545
----------------- ----------------- ------------------
Total incurred 22,932,490 23,171,588 11,638,611
------------- ------------- -------------
Net balances acquired in merger 41,293,239 -- --
------------- ------------- -------------
Effect of change in discount rate -- -- 4,109,941
------------- ------------- -------------18,302,319 24,026,218 35,211,835
----------------- ----------------- ------------------
Effect of retroactive reinsurance 145,135 (2,115,011) (6,934,113)
------------- ------------- -------------529,993 267,653 564,469
----------------- ----------------- ------------------
Cumulative effect of accounting change 7,520,744
----------------- ----------------- ------------------
Payments for claims occurring during:
Current accident year (6,964,436) (1,357,986) (803,390)(15,269,960) (10,880,842) (8,940,341)
Prior accident years (32,198,515) (36,731,814) (34,369,805)
------------- ------------- -------------(22,400,190) (25,636,772) (31,056,340)
----------------- ----------------- ------------------
Total paid (39,162,951) (38,089,800) (35,173,195)
------------- ------------- -------------(37,670,150) (36,517,614) (39,996,681)
----------------- ----------------- ------------------
Net balance at December 31 162,530,407 137,322,494 154,355,71775,259,038 94,096,876 98,799,875
Plus reinsurance recoverables 89,493,139 92,474,112 26,335,327
------------- ------------- -------------recoverable 23,190,015 27,444,846 40,333,000
----------------- ----------------- ------------------
Balance at December 31 $ 252,023,54698,449,053 $ 229,796,606121,541,722 $ 180,691,044
============= ============= =============139,132,875
================= ================= ==================
In 1996 and 1995,During 2001, our medical professional liability insurance claims
reserves, net of reinsurance, decreased from $51.6 million to $34.9
million. Actuarial analysis of Physicians' loss reserves as of September
30, 2001 concluded that Physicians' reserves against claims were
significantly greater than the lower accretionactuary's projections of discount compared to thatfuture claims
payments. Accordingly, Physicians reduced its claims reserves by
approximately $11.2 million in the fourth quarter of 1994 is due to the lower MPL reserves in 1996 and 1995 compared to
1994, and an additional $3.6 million of discount accretion added to
1994 as a result of large prior years' reserve reductions taken in 1994
due to favorable loss experience.
72
75
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued2001.
13. EMPLOYEE BENEFITS PLANS:
Physicians, Sequoia, APL and Summit maintainBENEFIT PLAN:
PICO maintains a 401(k) defined
contribution plan (the "Plan")Defined Contribution Plan covering
substantially all employees.
Physicians', Sequoia's, APL's and Summit's matchingemployees of the Company. Matching contributions to
the Plan are
based on a percentage of employee compensation, as well as
amounts contributed by employees. During 1996, 1995, and 1994,
Physicians', Sequoia's, APL's and Summit's expenses for contributions
made tocompensation. In addition, the Plan were $392,000, $207,000, and $154,000, respectively.
Plan assets forCompany
may make a discretionary contribution at the defined contribution plan are held by one of the
Company's subsidiaries. Another subsidiary is responsible for
managementend of the Plan's assets.fiscal
year within limits established by the Employee Retirement Income
Securities Act. Total contribution expense incurred by the Company was
$855,000 in 2001, $864,000 in 2000, and $862,000 in 1999.
14. REGULATORY MATTERS:
The regulations of the Departments of Insurance in the states where
the Company's insurance subsidiaries are domiciled generally restrict the
ability of insurance companies to pay dividends or make other
distributions. Based upon statutory financial statements filed with the
insurance departments as of December 31, 1996, $8.62001, $5.4 million was available
for distribution by the Company's wholly-owned insurance subsidiaries to
the parent company without the prior approval of the Department of
Insurance in the states in which the Company's insurance subsidiaries are
domiciled, through December 29, 1997. The total
eligible distributions in 1997 are approximately $21.8 million. See
Note 20, "Subsequent Events". A dividend payment of $13,212,593 was
made on December 30, 1996 from Physicians to PICO Holdings, Inc.domiciled.
80
15. COMMITMENTS AND CONTINGENCIES:
The Company leases some of its offices under noncancellablenon-cancelable operating
leases whichthat expire at various dates through February 2001.October 2008. Total rentalrent
expense was $1 million, $1 million, and $1.3 million for the years ended
December 31, 19962001, 2000 and 1995 was $1,714,265 and $307,155,1999, respectively.
Future minimum rental payments required under the leases for the
years ending December 31, are as follows:
Years Ending2002 1,450,605
2003 815,851
2004 639,928
2005 586,942
2006 544,928
Thereafter 3,837,728
----------------
Total $7,875,982
================
In November 1998, Vidler Water Company, Inc., a PICO subsidiary,
entered into an operating lease to acquire 185,000 acre-feet of
underground water storage privileges and associated rights to recharge
and recover water located near the California Aqueduct, northwest of
Bakersfield. The agreement required Vidler to pay a minimum of $2.3
million per year for 10 years beginning October 1998. On October 7, 1998,
PICO signed a Limited Guarantee agreement with Semitropic Water Storage
District ("Semitropic") that required PICO to guarantee a maximum
obligation of $3.2 million, adjusted annually by the engineering price
index. In May 2001, Vidler permanently assigned 29.73% of its right,
title and interest under the operating lease to Newhall Land and Farming
Company. As a result of the permanent assignment by Vidler, PICO entered
into an amended Limited Guarantee agreement effective May 21, 2001. Under
the amended Limited Guarantee, the maximum obligation of PICO was revised
to $2.2 million adjusted annually by the engineering price index. In
September 2001, Vidler permanently assigned a further 54.05% of its
right, title and interest under the operating lease to Alameda County
Water District. Accordingly, PICO entered into a second amendment to the
Limited Guarantee effective September 28, 2001. Under the second
amendment to the Limited Guarantee, the maximum obligation of PICO was
revised to $519,000 adjusted annually by the engineering price index. The
guarantee expires October 7, 2008.
On January 10, 1997, Global Equity Corporation ("Global Equity"), a
wholly owned PICO subsidiary at December 31, (in thousands)
1997 ..................................................... $1,035
1998 ..................................................... 984
1999 ..................................................... 1,020
2000 ..................................................... 1,040
2001 ..................................................... 132
------
$4,211
2001, commenced an action in
British Columbia against MKG Enterprises Corp. ("MKG") to enforce
repayment of a loan made by Global Equity to MKG. On the same day, the
Supreme Court of British Columbia granted an order preventing MKG from
disposing of certain assets pending resolution to the action. In March
1999, Global Equity filed an action in the Supreme Court of British
Columbia against a third party. This action states the third party had
fraudulently entered into loan agreements with MKG. Accordingly, under
this action Global Equity is claiming damages from the third party and
restraining the third party from further action.
During 2000 and 2001, Global Equity entered into settlement
negotiations with a third party to dispose of the remaining assets of
MKG. Due to the protracted nature of these discussions and the increasing
uncertainty of whether the remaining asset can be realized, Global Equity
wrote off the remaining balance of $500,000 of the investment during
2001. (See Long Term Holdings in "Management's Discussion and Analysis of
Financial Condition" and "Results of Operations.") Global Equity is
currently reviewing its legal options before deciding if it will continue
pursuing the outstanding legal actions.
In connection with the sale of their interests in Nevada Land by the
former members, a limited partnership agreed to act as consultant to
Nevada Land in connection with the maximization of the development,
sales, leasing, royalties or other disposition of land, water, mineral
and oil and gas rights with respect to the Nevada property. In exchange
for these services, the partnership was to receive from Nevada Land a
consulting fee calculated as 50% of any net proceeds that Nevada Land
actually receives from the sale, leasing or other disposition of all or
any portion of the Nevada property or refinancing of the Nevada property
provided that Nevada Land has received such net proceeds in a threshold
amount equal to the aggregate of: (i) the capital investment by Global
Equity and the Company in the Nevada property, (ii) a 20% cumulative
return on such capital investment, and (iii) a sum sufficient to pay the
United States federal income tax liability, if any, of Nevada Land in
connection with such capital investment. Either party could terminate
this consulting agreement in April 2002 if the partnership had not
received or become entitled to receive by that time any amount of the
consulting fee. No payments have been made under this agreement through
December 31, 2001. By letter dated March 13, 1998, Nevada Land gave
notice of termination of the consulting agreement based on Nevada Land's
determination of default by the partnership under the terms of the
agreement. In
81
November 1998, the partnership sued Nevada Land for wrongful termination
of the consulting contract. On March 12, 1999, Nevada Land filed a
cross-complaint against the partnership for breach of written contract,
breach of fiduciary duty and seeking declaratory relief. Effective
September 1, 1999, the parties entered into a settlement agreement
wherein they agreed that the lawsuit would be dismissed without
prejudice, and that Nevada Land would deliver a report on or before June
30, 2002 to the limited partnership of the amount of the consulting fee
which would be owed by Nevada Land to the limited partnership if the
consulting agreement were in effect. At December 31, 2001, Nevada Land
has no liability to the partnership.
BSND, Inc. ("BSND"), a wholly-owned subsidiary of Vidler has resolved
a partnership dispute relating to Big Springs Associates, a partnership
which owned real property and water rights in Nevada (the "Partnership").
Under the terms of an agreement resolving the dispute, BSND, Inc. is now
the sole owner and manager of all the Partnership's assets.
In September and December 2000, PICO Holdings loaned a total of $2.2
million to Dominion Capital Pty. Ltd. ("Dominion Capital"), a private
Australian Company. In May 2001, one of the loans for $1.2 million became
overdue. Negotiations between PICO and Dominion Capital to reach a
settlement agreement on both the overdue loan of $1.2 million and the
other loan of $1 million proved unsuccessful. Accordingly, PICO has
commenced a legal action through the Australian courts against Dominion
Capital to recover the total amount due to PICO Holdings. Due to the
inherent uncertainty involved in pursuing a legal action and our ability
to realize the assets collateralizing the loans, PICO recorded an
allowance for the total outstanding balance of $2.3 million for the loans
and interest. PICO has been awarded summary judgment in relation to the
principal and interest on the $1.2 million loan and, as a result,
Dominion Capital has been placed in receivership. The court appointed
receiver is in the process of ascertaining Dominion Capital's assets and
liabilities. The court trial in connection with PICO's $1 million loan
(with interest) has been adjourned pending the receiver's investigations.
In addition, PICO has commenced proceedings in Australia to secure the
proceeds from the sale of real estate in Australia offered as collateral
under the $1.2 million loan.
In January 2002, AOG announced that it was raising additional capital
to purchase a drilling rig and to refit two existing rigs. PICO
subsequently provided AOG with a short term bridge loan of $4 million,
and was issued 333,333 shares in AOG as a loan establishment fee. AOG is
to repay the loan with the proceeds of a rights offering which is
expected to close in March of 2002. PICO has made a commitment to
underwrite part of the offering, and was issued another 333,333 shares of
AOG in March 2002, as an underwriting fee. The maximum commitment to PICO
is just over $4 million.
The Company is subject to various other litigation whichthat arises in the
ordinary course of its business. Based upon information presently
available, management is of the opinion that such litigation will not
have a material adverse effect on the consolidated financial position,
or results of operations or cash flows of the Company.
16. RELATED-PARTY TRANSACTIONS:
In 1994, the CompanyThe employment agreements entered into a consulting agreementwith Ronald Langley and John
R. Hart in 1997 for a combined
annual feebase salaries of $200,000 with two of its directors for consulting
services related$800,000 also entitled each
to an incentive award based on the Company's investment activities, investment
banking services and analysis of operations. Effective January 1, 1995,
the Company revised the agreement with these directors to a combined
annual fee of $300,000. Effective September 11, 1995, the previous
agreements were terminated and the Company entered into consulting
arrangements with the same two Directors for a three-year period at a
combined fee of $300,000 annually for their services as officers of the
Company related to analysisgrowth of the Company's operations, investment
banking activities,book value per
share in excess of a threshold that is calculated as 80% of the previous
five year average return for the S&P 500. No award was paid during 2001,
2000 or 1999 under this program. New employment agreements were entered
into with Mr. Langley and analysisMr. Hart on January 1, 2002 for a further four
years. The terms of these new employment agreements are substantially
similar to the agreements entered into in 1997. The base salary in each
agreement is $800,000, subject to annual adjustment in January of each
year in the same percentage applicable to PICO's other staff members in
an amount deemed adequate to provide for inflation, cost of living, and
recommendationmerit increases based on the Company'sCPI and major compensation studies.
On March 27, 2000, the Company sold 3,333,333 shares of common stock
to PICO Equity Investors, LP ("PEI") in a rights offering. PEI is managed
by PICO Equity Investors Management, LLC, which is owned by three of
PICO's current directors (including PICO's chairman of the board and
PICO's president and chief executive officer). PICO Equity Investors will
exercise all voting and investment portfolio. The Company paid a combined feedecisions with respect to these shares
for up to 10 years. There is no monetary compensation for management of
$300,000,
$305,000 and $200,000 to each of these two Directors for 1996, 1995 and
1994, respectively. In addition, the aforementioned directors were
awarded a bonus of $450,000 each in 1996.
73
76
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
SGMeither partnership.
Summit Global Management, Inc. is a Registered Investment Advisor
providing investment advisory services to managed accounts including the
Company's subsidiaries.
Although dormantsubsidiaries, until June 30, 2000. In January 2000, the Company
sold its interest in Summit to its chief executive officer in exchange
for several years, SGM commenced active operations ona note receivable of $100,000 bearing interest at 7% per annum, and
due 2002. In addition, Summit owed the Company approximately $65,000 for
operating expenses.
82
On March 6, 1996, Charles E. Bancroft, the President and Chief
Executive Officer of Sequoia entered into an incentive agreement with
Sequoia after its acquisition by Physicians. Under the terms of this
incentive agreement, Mr. Bancroft is to receive a payment equal to ten
percent of the increase in Sequoia's value upon his retirement, removal
from office for reasons other than cause, or the sale of Sequoia to a
third party. For purposes of the incentive agreement, the increase in
Sequoia's value is to be measured from August 1, 1995; the date
Physicians acquired Sequoia. Mr. Bancroft was not eligible to receive any
incentive payment, until he was continuously employed by Sequoia from
August 1, 1995 through August 1, 1998. On March 20, 1998, this incentive
agreement was clarified to include the combined increase in value of
Sequoia and Citation. The increase in value of Citation will be measured
from January 1, 1995. SGM's President1998. The Company recorded compensation expense related
to this arrangement of $250,000, $160,000, and CEO has an option expiring$210,000 during the years
ended December 31, 2004 to purchase 49% of SGM's common shares for a nominal
amount. Two2001, 2000 and 1999, respectively.
Certain of the Company's directorssubsidiaries have stock option arrangements
with officers and other employees for stock of the respective subsidiary.
Options are granted under these arrangements at the estimated fair value
of the subsidiary's stock at the time of grant. Therefore, no
compensation has been recorded by the Company related to these
arrangements. During 2000, 19,037 options to acquire 1.9% of the existing
shares of Vidler were instrumentalexercised for $109,000 and a loss, calculated in
establishingaccordance with Staff Accounting Bulletin No. 51, of $526,000 before tax
was recorded on the operationssale.
In 1998, the Company entered into an agreement with its president and
chief executive officer to defer a portion of SGMhis 1998 regular
compensation in a deferred compensation Rabbi Trust account held in the
name of the Company. The deferrals are included within the Company's
consolidated balance sheet. Salary deferrals to the trust amounted to
$316,000 for 1998. There were no deferrals into this trust in 1999, 2000
or 2001. During 2001, two other Directors elected to defer their fees
into a Rabbi Trust account. Combined deferrals to these two accounts were
$17,000 for the year. All PICO stock purchased in the Rabbi Trust
accounts is subject to the claims of outside creditors and is reported as
treasury stock in the consolidated financial statements.
In August 1998, the Company acquired 412,846 shares of its common
stock at a cost of $1.6 million, and assumed call option obligations for
the delivery of these shares when the options are exercised. These call
options expire on December 30, 2003 and are entitled to receive 50% of
the first $1,000,000 of profits attributed to Physicians' ownership of
common stock. The compensation paid to each of those Directors under
this arrangement was $0 and $0 in 1996 and 1995, respectively.
Effective January 1, 1996, SGM entered into a contract to provide
investment management services to Physicians, PRO, Sequoia, APL, and
Separate Accounts A and B of APL.
Effective September 11, 1995, the same two directors also entered into
consulting contracts with a subsidiary of GEC. They are to render
services in the areas of investment banking, investment portfolio
analysis, and management and operational analysis. The compensation
paid to each of those Directors under this arrangement was $150,000 and
$45,445 in 1996 and 1995, respectively. Each was to receive $150,000
annually for rendering such services through September 11, 1998. These
contracts were supersededheld by the January 1997 contracts described
below.chairman of
PICO's board and its chief executive officer. On September 26, 1995, the same two directorsDecember 31, 1998,
57,307 of these options were exercised for a total of $200,000.
During 2000, the Company who are
also officerssold its interest in Conex Continental Inc.
to Dominion Japan, a Japanese corporation. PICO and directors of GEC, were granted options by GEC to
purchase up to 1,549,833 shares ofDominion, through its
parent, Dominion Capital Pty. Ltd., each have an ownership interest in
the common stock of GECSolpower Corporation. PICO accounts for Solpower at
an exercise
price of $2.50 (Canadian) per share, which was the closing market price
of GEC shares on the Toronto Stock Exchange on the date of grant. Such
options are immediately exercisable. In addition, on October 24, 1995,
each was granted options by GECcost and records unrealized gains or losses under SFAS 115. PICO loaned
Solpower $500,000 to purchase an additional 950,167its 50% interest in Protocol Resource
Management, Inc. and PICO acquired the other 50% of Protocol. The loan
bears interest at 10.8% and PICO received a warrant to purchase 1 million
shares of Solpower common stockstock. PICO records its interest in Protocol
using the equity method of GECaccounting. During 2000, PICO loaned
approximately $2.2 million to Dominion Capital Pty. Limited. The loans
bear interest at an exercise pricea weighted rate of $2.45 (Canadian)
per share. Such options do not become exercisable until the earlier to
occur of (a) approval by the shareholders of GEC or (b) shares becoming
available as a result10.2% and were due in 2001. In May
2001, one of the cancellationloans for $1.2 million became overdue. Negotiations
between PICO and Dominion Capital to reach a settlement agreement on both
the overdue loan of options held by other
option holders.
In January 1997, the consulting arrangements described above between
two of the Company's directors$1.2 million and the Company, SGM,other loan of $1 million proved
unsuccessful. Accordingly, PICO has commenced legal actions through the
Australian courts against Dominion Capital to recover the total amount
due to PICO Holdings. Due to the inherent uncertainty involved in
pursuing a legal action and GEC were
terminated and were replaced with a single consulting arrangement
between each ofour ability to realize the directors, GEC andassets
collateralizing the Company. Under the new
consulting arrangement, the Company's Board of Directors increased the
annual base consulting feesloans, PICO recorded an allowance for the two directors who perform
consulting services related to investment activities, investment
banking servicestotal
outstanding balance of $2.3 million for the loans and analysis of operations to $800,000 each beginning
January 1, 1997. In addition, each is entitled to an incentive award
based on the growth of the Company's book valueinterest during
1997, above a
threshold rate of return. Physicians will be responsible for two-thirds
of the consulting fee and GEC will be responsible for one-third.2001.
17. STATUTORY INFORMATION:
The Company and its insurance subsidiaries are subject to regulation
by the insurance departments of the states of domicile and other states
in which the companies are licensed to operate and file financial
statements using statutory accounting practices prescribed or permitted
by the respective Departments of Insurance. Prescribed statutory
accounting practices include a variety of publications of the NAIC,National
Association of Insurance Commissioners, as well as state laws,
regulations and general administrative rules. Permitted statutory
accounting practices encompass all accounting practices not so
prescribed. Physicians hashad received written approval from the Ohio
Department of Insurance to discount its MPLmedical professional liability
unpaid loss and loss adjustment expense reserves, including related
reinsurance recoverablesrecoverable using a 4% discount rate.rate through December 31,
1999. Effective January 1, 2000, the Ohio Department of Insurance
withdrew its permission for Physicians to discount reserves. Statutory
practices vary in certain respects from generally accepted accounting principles.US GAAP. The principal variances
are as follows:
1)83
(1) Certain assets are designated as "non-admitted assets" and charged to
shareholders' equity for statutory accounting purposes (principally
certain agents' balances and office furniture and equipment).
2)(2) Deferred policy acquisition costs are expensed for statutory accounting
purposes.
74
77
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
3) Deferred federal income taxes are not recognized for statutory
accounting purposes.
4)(3) Equity in net income of subsidiaries and affiliates is credited directly
to shareholders' equity for statutory accounting purposes.
5)(4) Fixed maturity securities classified as available for sale are carried at amortized cost.
6)(5) Loss and loss adjustment expense reserves and unearned premiums are
reported net of the impact of reinsurance for statutory accounting
purposes.
The Company and its wholly ownedwholly-owned insurance subsidiaries' policyholders'
surplus and net income (loss) as of and for the years ended December 31, 1996, 19952001,
2000 and 1994 and
policyholders' surplus as of December 31, 1996, 1995, and 19941999 on the statutory accounting basis are as follows:
1996 1995 1994
------------ ------------ ------------
2001 2000 1999
---------------- -------------- --------------
Physicians Insurance Company of Ohio: (Unaudited)
Statutory net income (loss) $ 5,412,626 $ 10,212,601 $ (6,578,611)
Policyholders' surplus 42,859,837 33,996,556 35,022,961
The Professionals Insurance Company: (1)
Statutory net income $ 12,807,610130,790 $ 13,212,594 $ 11,870,620158,012
Policyholders' surplus 69,464,034 83,380,498 44,517,831
The Professionals3,773,247 3,437,580
Sequoia Insurance Company:
Statutory net income (loss) $ 1,330,733(50,861) $ 403,378(2,660,660) $ 4,716,477497,523
Policyholders' surplus 7,684,701 6,024,645 9,649,826
American Physicians Life Insurance:29,271,877 23,442,970 25,389,791
Citation Insurance Company:
Statutory net income (loss) $ 2,709,5702,317,209 $ 731,8134,549,292 $ 2,548,619(5,519,801)
Policyholders' surplus 11,809,784 9,658,540 8,975,713
Sequoia Insurance Company*
Statutory net income $ (982,953) $ (3,319,089) --
Policyholders' surplus 14,445,550 10,254,113 --
Citation Insurance Company**
Statutory net income $ (3,069,661) -- --
Policyholders' surplus 25,596,903 -- --
Citation National Insurance Company**
Statutory net income $ 498,168 -- --
Policyholders' surplus 4,483,111 -- --16,629,106 14,328,017 16,502,888
* Purchased August 1, 1995
** Purchased November 20, 1996
Certain insurance subsidiaries are(1) The Professionals Insurance Company was merged with Physicians
Insurance Company of Ohio on December 21, 2001.
Sequoia Insurance Company is a wholly owned by other insurance
subsidiaries.subsidiary of Physicians
Insurance Company of Ohio. In the table above, investmentsthe statutory surplus of
Sequoia ($29.3 million in such subsidiary-owned
insurance companies are2001, $23.4 million in 2000, and $25.4 million
in 1999) is also reflected in statutory surplus of both the
parent and subsidiary-owned insurance company. As a result, at December
31, 1996, 1995, and 1994, statutory surplus of approximately
$38,423,146, $25,937,298 and $18,625,539, respectively, is reflected in
both the parent and subsidiary-owned insurance companies.
75
78
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, ContinuedPhysicians.
18. SEGMENT REPORTING:
The Company'sCompany is a diversified holding company engaged in five major
operating segments: Water Rights and Water Storage; Land and Related
Mineral Rights and Water Rights; Property and Casualty Insurance; Medical
Professional Liability ("MPL") Insurance; and Long Term Holdings.
Segment performance is measured by revenues and segment profit before
tax. In addition, assets identifiable with segments are disclosed as well
as capital expenditures, and depreciation and amortization. The Company
has operations and investments both in the U.S. and abroad. Information
by geographic region is also similarly disclosed. We account for segments
as described in the significant accounting policies contained in Note 1.
Water Rights and Water Storage
Vidler is engaged in the following water rights and water storage
activities:
- - acquiring water rights, redirecting the water to its highest and best
use, and then generating cash flow from either leasing the water or
selling the right;
- - development of storage and distribution infrastructure; and
- - purchase and storage of water for resale in dry years.
84
Land and Related Mineral Rights and Water Rights
PICO is engaged in land and related mineral rights and water rights
operations through its subsidiary Nevada Land. Nevada Land owns
approximately 1.2 million acres of land and related mineral and water
rights in northern Nevada. Revenue is generated by land sales, land
exchanges and leasing for grazing, agricultural and other uses. Revenue
is also generated from the development of water rights and mineral rights
in the form of outright sales and royalty agreements.
Property and Casualty Insurance
PICO's Property and Casualty Insurance operations are organizedconducted by our
California-based subsidiaries Sequoia and Citation.
Sequoia writes property and casualty insurance in California and
Nevada, focusing on the niche markets of farm insurance and small to
medium-sized commercial insurance. Sequoia also writes personal
insurance, and expanded this line of business through the acquisition of
Personal Express Insurance Services, Inc. during 2000.
In the past, Citation wrote commercial property and casualty insurance
in California and Arizona. Sequoia now directly writes all business in
California and Nevada. Citation ceased writing business in December 2000,
and is now "running-off" the loss reserves from its existing business.
In this segment, revenues come from premiums earned on policies
written and investment income on the assets held by the insurance
companies.
MPL Operations
Until 1995, Physicians and Professionals wrote medical professional
liability insurance, mostly in the state of Ohio. Professionals merged
with and into four principal segments:Physicians on December 21, 2001. Physicians has stopped
writing new business and is being "run off." This means that it is
handling claims arising from historical business, and selling investments
when funds are needed to pay claims.
As expected during the run-off process, the bulk of this segment's
revenues come from investment income. The Physicians' portfolio investing, life and health insurance, MPL insurance (see Note
1), and property & casualty insurance. Other operations includecontains
some of the Company's real estate developmentlong term holdings.
Long Term Holdings
The Long Term Investments segment comprises investments where we own
less than 50% of the company, or the company is too small to constitute a
segment of its own.
PICO invests in companies, which our management identifies as
undervalued based on fundamental analysis. Typically, the stocks will be
selling for less than tangible book value or appraised intrinsic value
(i.e., what we assess the company to be worth). Often the stocks will
also be trading for low ratios of earnings and other activities.
At December 31,cash flow, or on high
dividend yields. Additionally, the principalcompany must have special qualities,
such as unique assets, potential catalysts for change, or attractive
industry segmentscharacteristics.
We also have a small portfolio of alternative investments, where we
have deviated from our traditional value criteria in an attempt to
capitalize on areas of potentially greater growth without incurring undue
risk.
85
Investments directly related to the insurance operations are asincluded
within those segments.
Segment information by major operating segment follows (in thousands):
Land and Related Water Rights Property Portfolio LifeLong-
Mineral Rights and Water and 1996: Investing (A) HealthTerm
and Water Rights Storage Casualty MPL OtherInvestments Consolidated
- ----- ------------- ------ -------- --- ----- ------------------------------------------------------------------------------------------ --------------
2001:
- -----
Revenues (charges) $ 3,221 $ 17,763 $ 51,349 $ 2,602 $ (3,663) $ 71,273
Income (loss) before income taxes 131 4,989 6,178 13,132 (15,288) 9,142
Identifiable assets 59,682 97,216 152,751 28,782 35,988 374,419
Depreciation and amortization 58 1,285 346 99 247 2,035
Capital expenditures 43 277 364 76 760
2000:
- -----
Revenues (charges) $ 5,276 $ 3,123 $ 39,257 $ 3,396 $ (5,238) $ 45,814
Income (loss) before income taxes 1,918 (4,854) 2,541 768 (16,438) (16,065)
Identifiable assets 52,002 108,215 137,808 30,155 63,902 392,082
Depreciation and amortization 28 988 253 396 1,013 2,678
Capital expenditures 628 321 8 151 1,108
1999:
- -----
Revenues $ 26,9947,147 $ 9,0321,056 $ 35,28039,836 $ 12,2443,121 $ 2,2182,493 $ 85,76853,653
Income (loss) before income taxes 1,094 (3,947) (3,803) (4,805) (12,850) (24,311)
Identifiable assets 53,810 80,313 136,589 39,827 65,632 376,171
Depreciation and amortization 33 810 971 1,255 3,069
Capital expenditures 385 147 208 740
86
Segment information by geographic region follows (in thousands):
United
States Canada Europe Australia Asia Consolidated
--------------------------------------------------------------------- -----------------
2001
- ----
Revenues (charges) $ 71,809 $ (928) $ 391 $ 71,272
Income before income taxes 23,310 4,002 3,307 8,469 (1,109) 37,9799,194 (52) 9,142
Identifiable assets 56,264 68,746 204,124 151,341 9,950 490,425341,372 25,558 $ 7,489 374,419
Depreciation and amortization 447 27 1,315 -- 11 1,8002,035 2,035
Capital expenditures 55 -- 51 -- -- 106
1995:760 760
2000
- ----
Revenues (charges) $ 8,02148,149 $ 6,756(2,482) $ 2,485147 $ 29,049 $ 1,634 $ 47,94545,814
Income (loss) before income taxes 5,349 859 (3,722) 6,026 (510) 8,002(12,977) $ (2,616) (472) (16,065)
Identifiable assets 57,800 68,302 100,978 193,133 1,603 421,816354,609 2,115 27,207 $ 8,151 392,082
Depreciation and amortization 2,622 343 139 -- 4 3,1082,544 $ 134 2,678
Capital expenditures 267 -- 720 -- 36 1,023
1994:1,108 1,108
1999:
- -----
Revenues (charges) $ 2,01653,084 $ 8,208 --(99) $ 30,439668 $ 1,619 $ 42,28253,653
Income (loss) before income taxes and cumulative change
in discount rate 118 2,902 -- 16,263 -- 19,283(24,146) 1,612 (1,777) (24,311)
Identifiable assets 25,603 62,383 -- 206,219 2,958 297,163333,894 24,959 $ 8,280 9,038 376,171
Depreciation and amortization 2,074 290 -- -- 18 2,3822,770 299 3,069
Capital expenditures 88 -- -- -- -- 88740 740
(A) Portfolio investing identifiable assets include certain
investments held by one of the Company's regulated insurance
subsidiaries which is no longer writing new business.
Management believes that this component of the insurance
subsidiary's assets is in excess of the amount of the
subsidiary's assets that will be required to settle its claims
liabilities. The amount of the insurance subsidiary's assets
included in the portfolio investing segment were approximately
$56 million, $58 million and $26 million as of December 31,
1996, 1995, and 1994, respectively. Investment income revenue
thereon was approximately $27 million, $8 million and $2
million, for the years ended December 31, 1996, 1995, and
1994, respectively.
19. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable to
estimate that fair value:
- CASH AND CASH EQUIVALENTS, SHORT-TERM INVESTMENTS, RECEIVABLES,
PAYABLES AND SHORT-TERMACCRUED LIABILITES: Carrying amounts for these items
approximate fair value because of the short maturity of these
instruments.
- INVESTMENTS: The
carrying amounts of cash and cash equivalents and short-term
investments approximate their estimated fair values.
76
79
PICO HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
- FIXED MATURITIES AND EQUITY INVESTMENT SECURITIES: Fair values are estimated based uponon quoted market prices,
or dealer quotes for the actual or comparable securities. In addition, the Company owns certainFair value
of warrants to purchase the common stock of a publicly traded company. Thecompanies is
estimated based on values determined by the use of accepted valuation
models at the time of acquisition. Fair value for equity securities
that do not have a readily determinable fair value of such warrants is their
intrinsic valueestimated based
on the quoted market pricevalue of the underlying common stockstock. The Company regularly
evaluates the carrying value of securities to determine whether there
has been any diminution in value that is other than temporary and
adjusts the investee company.
- PREMIUM NOTES RECEIVABLE: The carrying amounts of premium
notes receivable are reasonable estimates of fair value.value accordingly.
- DEPOSITS WITH REINSURERS AND REINSURANCE RECOVERABLES: The carrying
amounts of deposits with reinsurers and reinsurance recoverablesrecoverable with
fixed amounts due are reasonable estimates of fair value.
- INVESTMENT IN AFFILIATE: Estimated fair valueInvestments in which the Company owns between
20% and 50%, and/or has the ability to significantly influence the
operations and policies of GEC is based
upon its quoted market price on the Toronto Stock Exchange
translated at the exchange rates in effect at the balance
sheet date.
- SEPARATE ACCOUNTING: Separate account assets and liabilitiesinvestee, are carried at market value, whichequity. The
balance of the investment is based upon quoted market
prices.regularly evaluated for impairment.
- POLICYHOLDER LIABILITIES FOR ANNUITYBANK AND OTHER POLICYHOLDER
FUNDS: Policyholder liabilitiesBORROWINGS: Carrying amounts for annuity and other
policyholder funds include reserves without mortality or
morbidity risks. Thethese items
approximate fair value is estimated by discountingbecause current interest rates and, therefore,
discounted future payments at rates currently offeredcash flows for similar
financial instruments.the terms and amounts of loans
disclosed in Note 20, are not significantly different from the
original terms.
87
December 31, 19962001 December 31, 1995
------------------------------ ------------------------------
Estimated2000
--------------------------------------- ---------------------------------------
Carrying Estimated Carrying Estimated
Amount Fair Carrying Fair
Amount Value Amount Fair Value
------------ ------------ ------------ ----------------------------- ----------------- ------------------ -----------------
Financial assets:
Fixed maturities $ 100,895,244 $ 100,895,244 $ 101,895,274 $ 101,895,274
Equity securities 54,364,542 54,364,542 55,051,049 55,051,049
Investment in unconsolidated affiliates 2,583,590 6,602,760 4,139,830 7,181,670
Cash and cash equivalents and
short-term investments $ 65,429,714 $ 65,429,714 $ 53,150,730 $ 53,150,730
Investment securities 290,413,673 290,413,673 184,469,624 184,469,62417,361,624 17,361,624 13,644,312 13,644,312
Deposits with reinsurers and
reinsurance recoverables 5,878,483 5,878,483 12,005,160 11,787,091
Investment in affiliate 28,047,764 52,143,007 32,974,930 56,154,007
Assets held in separate accounts 5,601,828 5,601,828 6,361,040 6,361,0406,745,010 6,745,010 7,604,288 7,604,288
Financial liabilities:
Policyholder liabilities for
investment-type insurance
contracts 44,116,065 42,362,323 42,611,466 40,866,413
Liabilities related to separate
accounts 5,601,828 5,601,828 6,361,040 6,361,040Bank and other borrowings 14,596,302 14,596,302 15,550,387 15,550,387
77
80
PICO HOLDINGS, INC.20. BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
20. SUBSEQUENT EVENTS:
In January 1997, the Company signed a LetterOTHER BORROWINGS:
At December 31, 2001 and 2000, bank and other borrowings consisted of
Intentloans and promissory notes incurred to sell the net
assets related to CIC's workers' compensation business. Under the terms
of the Letter of Intent, the transaction will be structured as a
purchase of all the issued and outstanding shares of stock of CNIC. CIC
will reinsure all of its workers' compensation business into CNIC and
transfer all employees working on the workers' compensation business to
CNIC prior to the closing. The purchase price is estimated to be
approximately $7.7 million and would be paid in cash. Consummation of
the transaction is conditioned upon certain factors including
negotiation and execution of a definitive agreement, negotiation of
reinsurance treaties and any requisite approvals from the Commissioner
of Insurance of the State of California.
On April 14, 1997, GEC and PICO announced an agreement forfinance the purchase of land and
investment securities. The weighted average interest rate on these
borrowings was approximately 7.2% and 7.4% at December 31, 2001, and
2000, respectively with principal and interest due throughout the term.
2001 2000
------------------ -----------------
5.58% (5.58% in 2000) Swiss loans $ 7,844,084 $ 5,894,838
8% Notes due:
2007 - 2008 208,280 455,957
2012 359,218
8.5% Notes due:
2004 1,155,120 1,540,354
2008 - 2009 3,141,837 3,772,131
2019 1,563,063 2,774,894
9% Notes due:
2003 171,277 188,356
2008 512,641 564,639
------------------ -----------------
$ 14,596,302 $ 15,550,387
================== =================
At December 31, 2001, Global Equity SA has a loan facility with a
Swiss bank for a maximum of U.S. $9.1 million (CHF 15 million) based on
a margin not higher than 30% of the securities deposited with the bank.
The actual amount available is dependent on the value of the collateral
held after a safety margin established by the bank. It may be used as an
overdraft or for payment obligations arising from securities
transactions. At December 31, 2001 approximately U.S. $7.8 million
(13 million CHF) is outstanding bearing interest at approximately 6%.
At December 31, 2001, $6.8 million of the total outstanding debt is
within Vidler, incurred with the acquisition of land in the Harquahala
Valley. The weighted average rate of interest on these notes is 8.5% and
is collateralized by the purchased properties.
Nevada Land and Resource Company, LLC, ownerissued a $5 million promissory note, maturing on October
1, 2000 in connection with the acquisition of approximately
1,365,000lands. The note was
collateralized by 9.4 acres of deeded land, in northern Nevada.which held geothermal leases. The
total purchase
price is approximately $53.7 million,notes bore interest at 9% and were paid monthly to the extent that
payment was received on four geothermal leases associated with the closing date set forland.
In April 23, 1997. GEC will own approximately 75 percent of1999, Nevada Land and Resource. PICO Holdings, Inc. will pay approximately $12 millionsettled the note payable by exchanging the
particular land deed, which was collateral for the remaining interest. PICO Holdings, Inc. and Physicians have
committednote. As a result of
this settlement the Company recognized a net extraordinary gain of
$442,000.
88
The Company's future minimum principal debt repayments for the years
ending December 31, are as follows:
2002 $ 8,199,865
2003 518,749
2004 1,376,519
2005 362,652
2006 393,826
Thereafter 3,744,691
-------------------------------
Total $14,596,302
================
21. CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE:
In the fourth quarter of 2000, the Company received notification from
the Ohio Department of Insurance that it would no longer permit the
Company to purchase a debenture from GECdiscount its MPL reserves for approximately $30
million to help finance GEC's portion.
Also on April 14, 1997, Physicians paid a dividend of approximately
$8.6 million to PICO Holdings, Inc. This dividend was not considered
an "extraordinary" dividend requiring specific regulatory approval,
since (1) it was paid out of statutory earned surplus and (2) it, plus
all other dividends paid by Physicians withinaccounting practices.
Accordingly, the previous twelve
months, did not exceed Physicians net income as filedCompany discontinued discounting its MPL reserves in its
statutory filing with the ODIOhio Department of Insurance and financial
statements prepared in accordance with US GAAP for the previous calendar year ended
December 31, 19962000. The effect of this change was to increase the unpaid
losses and loss adjustment expenses reserve by $7.5 million and an
cumulative effect of accounting principle of $5 million, or $0.43 per
share, net of an income tax benefit of approximately $21.8$2.5 million. 21. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
Summarized unaudited financial data for 1995Had
the change been made as of the first day of the earliest period
presented, the net loss and 1996 are shown below.
In management's opinion, the interim financial data contains all
adjustments, consisting of only normal recurring accruals, necessary
for a fair presentation of results for such interim periods.
The Company computes earnings per common share for each quarter
independently of earningsloss per share for 1999 and 1998 would have
been reduced by $995,000 and $0.11 per share and $643,000, and $0.11 per
share, respectively.
Effective January 1, 2001, the year.Company adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS 138, "Accounting for Certain Derivative Instruments and
Hedging Activities." As amended, SFAS 133 requires that an entity
recognize all derivatives as either assets or liabilities in the
statement of financial position, measure those instruments at fair value
and recognize changes in fair value in earnings for the period of change
unless the derivative qualifies as an effective hedge that offsets
certain exposure. As a result of this adoption, the Company recorded a
transition adjustment in the first quarter of 2001 that decreased net
income by approximately $1 million, net of a $500,000 tax benefit and
increased other comprehensive income by the same amount (no effect on
shareholders' equity). These adjustments are reported as a cumulative
effect of change in accounting principle in the accompanying consolidated
financial statements.
The sumcurrent impacts of SFAS 133, are included in realized investment
gains and losses on the statement of operations and primarily includes
the fluctuation in the value of the quarterly earnings per share may not equalwarrants to purchase shares of
HyperFeed Technologies, Inc. The value of the earnings per sharewarrants is determined each
period using the Black-Scholes option pricing model. The model uses the
current market price of the common stock of HyperFeed, and the following
assumptions in calculating an estimated fair value: no dividend yield; a
risk-free interest rate of 2% - 5.6%; a one year expected life; and a
historical 5 year cumulative volatility of 109% to 119%. The value of the
4.1 million warrants derived from the model was $527,000 and $2.9 million
at December 31, 2001 and 2000, respectively. The change in value is
reported within the realized investment gain/loss in the consolidated
statement of operations. Future effects on net income will depend on
market conditions.
22. RESTATEMENT OF PREVIOUSLY REPORTED FINANCIAL INFORMATION:
Subsequent to the issuance of the Company's consolidated financial
statements for the year because of: (i) transactions affectingended December 31, 2001 the weighted average
numbercompany determined
that it needed to record other-than-temporary impairments on marketable
securities and reverse the equity method of shares outstandingaccounting for the
investment in each quarter;Jungfraubahn.
Other-Than-Temporary Impairments:
The Company has previously recorded realized gains or losses from
other-than-temporary impairment on certain marketable securities.
However, the Company determined that it should have recorded additional
other-than-temporary impairment charges on other marketable securities.
For the year ended December 31, 2001, 2000 and (ii)1999, additional
impairment charges of $3 million, $161,000 and $1.1 million, respectively
were recorded. The Company reversed $4.7 million in losses originally
reported in the uneven
distributionyear ended December 31, 2001 since it was determined that
an other-than-temporary impairment had occurred in an earlier period. The
total net effect in 2001 was a decrease in realized losses of $1.7
million. The $4.7 million in losses were
89
subsequently recorded in the year ended December 31, 1996. In addition, the
Company recorded impairment charges of $4.6 million for the year ended December
31, 1998.
Accounting for Jungfraubahn:
In September 2000, the Company adopted the equity method of accounting
related to its investment in Jungfraubahn. It was subsequently determined that
the Company should account for Jungfraubahn in accordance with SFAS No. 115. The
Company has reversed its accounting which reduced earnings duringin unconsolidated
affiliates by $241,000, $3 million and $3 million in 2001, 2000 and 1999,
respectively. Net investment income increased by dividends received from
Jungfraubahn of $622,000 and $217,000 in 2000 and 1999, respectively. Under the
year.equity method of accounting, dividends had been recorded as a reduction in the
equity basis.
The after tax effect of the other-than-temporary impairments and the
adjustments related to the equity method of accounting increased net income by
$340,000 in 2001, and increased net loss by $1.8 million in 2000 and $2.9
million in 1999, respectively. Beginning retained earnings at January 1, 1999
decreased $6.9 million to $69.3 million due primarily to reversing an
accumulated $737,000 in net earnings of affiliate recorded on Jungfraubahn and
$6.2 million in net realized losses recorded for other-than-temporary
impairments recorded in 1996 and 1998.
At December 31, 2001, the net deferred income tax asset increased from
the removal of deferred income tax liabilities related to a timing difference
for the equity in income from Jungfraubahn. Previously reported net unrealized
losses at December 31, 2001 went from a loss of $10.6 million to a net
unrealized gain of $5.5 million primarily due to 1) reversing the equity basis
of our investment in Jungfraubahn and reporting the investment at fair value
under the accounting provisions of SFAS No. 115 and 2) recording impairment
charges for other-than-temporary impairment losses. Accumulated foreign currency
losses also increased by $3.6 million due to the change from equity method to
fair value.
At December 31, 2000, equity securities increased $18.9 million for the
market value of the investment in Jungfraubahn and investment in unconsolidated
affiliate decreased $23.7 million related to reversing the equity method
accounting for Jungfraubahn. The net deferred income tax asset increased from
the relief of deferred income tax liabilities that represented a timing
difference due to recording the equity in income on the investment in
Jungfraubahn offset by an increase in deferred tax liabilities related to the
unrealized gain on the investment in Jungfraubahn using the accounting
provisions of SFAS No. 115. Reported net unrealized losses at December 31, 2000
went from a loss of $7 million to a net unrealized gain of $3.6 million
primarily due to 1) reporting the investment at fair value under the accounting
provisions of SFAS No. 115, and 2) recording charges for the
other-than-temporary impairment losses described above. Accumulated foreign
currency losses increased by $2.1 million due to the change from equity method
to fair value for the investment in Jungfraubahn.
As a result, the Company has restated its consolidated financial
statements for the years ended December 31, 2001, 2000 and 1999 from amounts
previously reported to record other-than-temporary impairments on marketable
securities and to reverse the equity method of accounting for its investment in
Jungfraubahn.
90
A summary of the significant effects on the consolidated financial statements is
as follows:
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------------ ------------ ------------ ------------Year Ended Year Ended
December 31, 2001 December 31, 2000
As Previously Reported As Restated As Previously Reported As Restated
-------------------------------------------- ----------------------------------------------
1996
RevenuesRealized gain (loss) $ 14,965,795(5,110,963) $ 10,596,083(3,418,496) $ 13,717,099(7,525,762) $ 46,489,149(7,686,963)
Net investment income $ 8,238,296 $ 8,860,921
Total revenues $ 69,579,870 $ 71,272,337 $ 45,352,970 $ 45,814,394
Equity in income (loss) of
unconsolidated affiliates $ (1,288,460) $ (1,529,060) $ 1,794,069 $ (1,252,020)
Income 1,971,720 (771,762) 1,354,993 21,765,060
Earnings(loss) before minority
interest $ 7,690,623 $ 9,142,491 $(13,480,498) $(16,065,163)
Income tax expense (benefit) $ 2,295,540 $ 3,406,464 $ (8,201,176) $ (9,011,222)
Income (loss) from continuing
operations $ 5,753,532 $ 6,094,476 $ (4,562,246) $ (6,336,865)
Net income (loss) $ 4,772,961 $ 5,113,905 $ (9,525,937) $(11,300,556)
Basic and Diluted
income (loss) per common share 0.07 (0.03) 0.05 .72
Number$ (0.39) $ 0.41 $ (0.82) $ (0.97)
Year Ended
December 31, 1999
As Previously Reported As Restated
-----------------------------------------
Realized gain (loss) $ 440,611 $ (611,373)
Net investment income $ 6,386,887 $ 6,604,822
Total revenues $ 54,487,537 $ 53,653,488
Equity in income (loss) of
shares usedunconsolidated affiliates $ (1,026,245) $ (4,014,892)
Income (loss) before minority
interest $(20,487,968) $(24,310,665)
Income tax expense (benefit) $(12,519,374) $(13,422,069)
Income (loss) from continuing
operations $ (7,262,518) $(10,182,520)
Net income (loss) $ (6,820,278) $ (9,740,280)
Basic and Diluted
income (loss) per share $ (0.76) $ (1.08)
December 31, 2001 December 31, 2000
As Previously Reported As Restated As Previously Reported As Restated
--------------------------------------------- -------------------------------------------
Equity securities $ 36,174,505 $ 55,051,049
Investment in calculation 27,281,355 26,410,349 25,921,976 30,065,026
1995
Revenuesunconsolidated affiliate $ 4,291,60627,824,291 $ 9,471,6924,139,830
Net deferred income tax asset $ 18,629,1437,299,015 $ 15,552,527
Net Income 1,133,900 413,142 14,874,844 (748,910)
Earnings per common share 0.04 0.02 .57 (.03)
Number8,583,265 $ 11,354,592 $ 13,100,328
Total assets $ 373,134,514 $ 374,418,764 $ 395,144,634 $ 392,082,453
Total liabilities $ 163,432,771 $ 163,458,067 $ 186,031,284 $ 186,056,580
Unrealized loss, net of shares used in calculation 25,570,014 25,865,993 26,005,494 25,992,133tax $ (10,633,199) $ 5,545,057 $ (6,977,748) $ 3,611,475
Accumulated foreign currency (5,126,798) (8,770,924) (5,755,230) (7,815,810)
------------- ------------- ------------- -------------
Accumulated other comprehensive loss $ (15,759,997) $ (3,225,867) $ (12,732,978) $ (4,204,335)
Retained earnings $ 64,666,746 $ 53,391,570 $ 59,893,785 $ 48,277,665
Total shareholders' equity $ 206,639,553 $ 207,898,507 $ 205,192,611 $ 202,105,134
78
8123. SUBSEQUENT EVENT:
On March 1, 2002, Vidler closed a sale for 1,215 acres of land, and
the related 3,645 acre-feet of water rights, to developers near the city
of Scottsdale for approximately $5.3 million. The transaction resulted in
a gross profit of approximately $2.3 million, which will be recorded in
the first quarter of 2002.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
No disclosure is required.None.
91
PART III
Certain information required by Part III is omitted from this Report,
in that PICO will file its Proxy Statement pursuant to Regulation 14A not
later than 120 days after the end of the fiscal year covered by this Report, and
certain information included therein is incorporated herein by reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information relating to the directors of PICO is incorporatedrequired by reference from the PICO's Proxy Statement filed in connection with its Annual
Meeting of Stockholders tothis item will be held on June 5, 1997 (the "Proxy Statement") as
set forth under the caption "Election of Directors". Information relating to the
executive officers of PICO is set forth in Part I of this Report under the
caption "Executive Officers."
Informationour
definitive proxy statement with respect to delinquent filings pursuantour 2002 annual meeting of
shareholders, to Item 405 of
Regulation S-Kbe filed on or before April 10, 2002 and is incorporated herein
by reference to the Proxy Statement as set forth
under the caption "Executive Compensation and Other Matters -- Section 16(a)
Beneficial Ownership Reporting Compliance."reference.
ITEM 11. EXECUTIVE COMPENSATION
The information relating to executive compensationrequired by this item will be set forth in our 2002
proxy statement and is incorporated herein by reference to the Proxy Statement under the caption "Executive Compensation and
Other Matters."reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information relating to ownership of equity securities of PICOrequired by certain beneficial ownersthis item will be set forth in our 2002
proxy statement and management is incorporated herein by reference
to the Proxy Statement as set forth under the caption "General Information ---
Stock Ownership of Certain Beneficial Owners and Management."reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information relating to certain relationshipsrequired by this item will be set forth in our 2002
proxy statement and related
transactions is incorporated herein by reference to the Proxy Statement under the
captions "Executive Compensation and Other Matters -- Certain Transactions" and
"Executive Compensation and Other Matters -- Compensation Committee Interlocks
and Insider Participation."
79reference.
92
82
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE,SCHEDULES, AND REPORTS ON FORM 10-K8-K
(a) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS.
1. Financial Statements.FINANCIAL STATEMENTS.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants ..................................... 46
Independent Auditors' Report......................................... 55
Consolidated Balance Sheets as of December 31, 2001 and 2000......... 56-57
Consolidated Statements of Operations for the Years
Ended December 31, 2001, 2000 and 1999......................... 58
Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 2001, 2000, and 1999.................. 59-61
Consolidated Statements of Cash Flows for the Years
Ended December 31, 2001, 2000 and 1999.......................... 62
Notes to Consolidated Financial Statements........................... 63-91
2. FINANCIAL STATEMENT SCHEDULES.
Independent Auditors' Report......................................... 94
Schedule I - Condensed Financial Information of Registrant........... 95-96
Schedule II - Valuation and Qualifying Accounts...................... 98
Schedule V - Supplementary Insurance Information..................... 99-101
93
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
To the Shareholders and Board of Directors of
PICO Holdings, Inc.:
We have audited the consolidated financial statements of PICO Holdings, Inc. and
subsidiaries (the "Company") as of December 31, 2001 and 2000, and for the three
years in the period ended December 31, 2001, and have issued our report thereon
dated March 8, 2002 (March 27, 2003 as to Note 22) which report includes
explanatory paragraphs relating to the change in accounting for medical
professional liability claims reserves in 2000 as discussed in Note 21 and the
restatement discussed in Note 22. Our audits of the consolidated financial
statements also included the financial statement schedules of the Company,
listed in Item 14. These financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedules, when considered
in relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
San Diego, California
March 8, 2002 (March 27, 2003 as to Note 22)
94
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
December 31, December 31,
2001 2000
---------------- ----------------
ASSETS (AS RESTATED, (AS RESTATED,
SEE NOTE 1) SEE NOTE 1)
Cash and cash equivalents $ 1,559,584 $ 4,331,102
Investments in subsidiaries 134,957,362 123,804,711
Equity securities and other investments 29,279,888 31,464,151
Deferred income taxes 10,486,309 5,670,439
Other assets 32,690,726 38,546,947
---------------- ----------------
Total assets $208,973,869 $203,817,350
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expense and other liabilities $ 1,075,362 $ 1,712,216
---------------- ----------------
Common stock, $.001 par value, authorized 100,000,000 shares: issued and
outstanding 16,784,223 at December 31, 2001 and 2000, respectively 16,784 16,784
Additional paid-in capital 235,844,655 235,844,655
Accumulated other comprehensive loss (3,225,867) (4,204,335)
Retained earnings 53,391,570 48,277,665
---------------- ----------------
286,027,142 279,934,769
Less treasury stock, at cost (2001: 4,415,607 shares and 2000:
4,394,127 shares) (78,128,635) (77,829,635)
---------------- ----------------
Total shareholders' equity 207,898,507 202,105,134
---------------- ----------------
Total liabilities and shareholders' equity $208,973,869 $203,817,350
================ ================
This statement should be read in conjunction with the notes to the consolidated
financial statements included in the Company's 2001 Form 10-K/A
95
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
2001 2000 1999
--------------- ---------------- ---------------
(AS RESTATED, (AS RESTATED, (AS RESTATED,
SEE NOTE 1) SEE NOTE 1) SEE NOTE 1)
Investment income (loss), net $ 3,058,533 $ (4,067,068) $ 659,312
Equity in income (loss) of subsidiaries 10,741,775 1,310,463 (6,859,201)
--------------- ---------------- ---------------
Total revenues (charges) 13,800,308 (2,756,605) (6,199,889)
Expenses 8,587,153 6,055,643 5,024,583
--------------- ---------------- ---------------
Income (loss) from continuing operations before income taxes 5,213,155 (8,812,248) (11,224,472)
Benefit for income taxes (881,321) (2,475,383) (1,484,192)
--------------- ---------------- ---------------
Income (loss) before cumulative effect 6,094,476 (6,336,865) (9,740,280)
Cumulative effect of accounting change, net (980,571) (4,963,691)
--------------- ---------------- ---------------
Net income (loss) $ 5,113,905 $ (11,300,556) $ (9,740,280)
=============== ================ ===============
CONDENSED STATEMENTS OF CASH FLOWS
2001 2000 1999
--------------- ---------------- ---------------
Cash flow from operating activities: (AS RESTATED, (AS RESTATED, (AS RESTATED,
SEE NOTE 1) SEE NOTE 1) SEE NOTE 1)
Net income (loss) $ 5,113,905 $ (11,300,556) $ (9,740,280)
Adjustments to reconcile net income (loss) to net
cash used or provided by operating activities:
Equity in (income) loss of subsidiaries (10,741,775) (1,310,463) 6,859,201
Cumulative effect of accounting change, net 980,571 4,963,691
Changes in assets and liabilities:
Accrued expenses and other liabilities (636,854) (15,765,565) 4,709,660
Other assets 1,040,351 (37,926,455) 8,144,827
--------------- ---------------- ---------------
Net cash provided by (used in) operating activities (4,243,802) (61,339,348) 9,973,408
--------------- ---------------- ---------------
Cash flow from investing activities:
Sale of investments 1,771,284 12,910,084
Purchase of investments (10,052,274)
--------------- ---------------- ---------------
Net cash provided by (used in) investing activities 1,771,284 12,910,084 (10,052,274)
Cash flow from financing activities:
Cash received from exercise of warrants 2,850,359
Cash received from rights offering, net 49,843,163
Purchase of treasury shares (299,000) (291,593)
--------------- ---------------- ---------------
Net cash provided by (used in) financing activities (299,000) 49,843,163 2,558,766
--------------- ---------------- ---------------
Increase (decrease) in cash and cash equivalents (2,771,518) 1,413,899 2,479,900
Cash and cash equivalents, beginning of year 4,331,102 2,917,203 437,303
--------------- ---------------- ---------------
Cash and cash equivalents, end of year $ 1,559,584 $ 4,331,102 $ 2,917,203
=============== ================ ===============
This statement should be read in conjunction with the notes to the consolidated
financial statements included in the Company's Form 10-K/A
96
NOTE TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)
NOTE 1. RESTATEMENT OF PREVIOUSLY REPORTED FINANCIAL INFORMATION:
Subsequent to the issuance of the Company's stand alone financial
statements for the year ended December 31, 2001, the Company determined that it
needed to record other-than-temporary impairments on marketable securities and
reverse equity method of accounting for the investment in Jungfraubahn.
Other-Than-Temporary Impairments:
The Company had previously recorded realized gains or losses from
other-than-temporary impairments on certain marketable securities. The Company
determined that it should have recorded other-than-temporary impairment charges
on other marketable securities. During the year ended December 31, 2001, there
was an additional impairment charge of $888,000 related to securities held
directly by the parent.
Other-Than-Temporary Impairments Recorded by Subsidiaries:
For the years presented within the condensed statement of operations,
Equity in income (loss) of subsidiaries increased by $927,000 in 2001, decreased
by $1.8 million in 2000 and increased the loss by $2.9 million in 1999 due to
the net of tax impact of its subsidiaries recording additional impairment
charges of $2.1 million, $161,000 and $1.1 million, in 2001, 2000 and 1999,
respectively. The subsidiaries reversed $4.7 million in losses originally
reported in the year ended December 31, 2001 since it was determined that an
other-than-temporary impairment had occurred in an earlier period. The effect of
the adjustments related to other-than-temporary impairments in 2001 was an
increase in gross realized gains of $2.5 million, a $1.1 million increase after
tax. The $4.7 million in losses were subsequently recorded in the year ended
December 31, 1996. In addition, the subsidiaries recorded impairment charges of
$4.6 million for the year ended December 31, 1998.
Accounting for Jungfraubahn:
In September 2000, the Company adopted the equity method of accounting
related to its investment in Jungfraubahn. It was subsequently determined that
the Company should account for Jungfraubahn in accordance with SFAS No. 115. The
Company has reversed its accounting which reduced equity in income (loss) of
subsidiaries by $241,000, $3 million and $3 million in 2001, 2000 and 1999,
respectively. In addition, equity in income (loss) of subsidiaries increased by
dividends received from Jungfraubahn of $622,000 and $217,000 in 2000 and 1999,
respectively. Under the equity method of accounting, dividends had been recorded
as a reduction in the equity basis.
The after tax effect of the other-than-temporary impairments and the
adjustments related to the equity method of accounting increased net income by
$340,000 in 2001, and increased net loss by $1.8 million in 2000 and $2.9
million in 1999, respectively. Beginning retained earnings at January 1, 1999
decreased $6.9 million to $69.3 million due primarily to reversing an
accumulated $737,000 in net earnings of affiliate recorded on Jungfraubahn and
$6.2 million in net realized losses recorded for other than temporary
impairments recorded in 1996 and 1995 .......... 47-48
Consolidated Statements1998.
At December 31, 2001, investment in subsidiaries increased from the
removal of Operationsdeferred income tax liabilities related to a timing difference for
the Years
Endedequity in income from Jungfraubahn. Previously reported net unrealized
losses at December 31, 1996, 19952001 went from a loss of $10.6 million to a net
unrealized gain of $5.5 million primarily due to 1) reversing the equity basis
of our investment in Jungfraubahn and 1994 .......................... 49
Consolidated Statementreporting the investment at fair value
under the accounting provisions of ChangesSFAS No. 115, and 2) recording impairment
charges for other-than-temporary impairment losses. Accumulated foreign currency
losses also increased by $3.6 million due to the change from equity method to
fair value.
At December 31, 2000, investment in Shareholders' Equitysubsidiaries decreased by $3.1
million primarily due to an increase of $18.9 million for the Years
Endedmarket value of
the investment in Jungfraubahn, and a decrease to the of $23.7 million related
to reversing the equity method accounting for Jungfraubahn. Reported net
unrealized losses at December 31, 1996, 1995,2000 went from a loss of $7 million to a net
unrealized gain of $3.6 million primarily due to 1) reporting the investment at
fair value under the accounting provisions of SFAS No. 115, and 1994 ......................... 50-51
Consolidated Statements of Cash Flows2) recording
charges for the Years
Endedother-than-temporary impairment losses described above.
Accumulated foreign currency losses increased by $2.1 million due to the change
from equity method to fair value for the investment in Jungfraubahn.
As a result, the Condensed Financial Statements (Parent Only) have been
restated for the years ended December 31, 1996, 19952001, 2000 and 1994 .......................... 52
Notes1999 from amounts
previously reported to Consolidated Financial Statements ............................ 53
2. Financial Statement Schedules.record other than temporary impairments on marketable
securities and to reverse the equity method of accounting for its investment in
Jungfraubahn.
A summary of the significant effects on the parent company financial
statements is as follows:
Year Ended Year Ended
December 31, 2001 December 31, 2000
As Previously Reported As Restated As Previously Reported As Restated
------------------------------------------ ----------------------------------------------
Investment income, net $ 3,946,033 $ 3,058,533
Equity in income (loss) of subs $ 9,815,081 $ 10,741,775 $ 3,085,082 $ 1,310,463
Total revenues $ 13,761,114 $ 13,800,308 $ (981,986) $ (2,756,605)
Income tax expense (benefit) $ (579,571) $ (881,321)
Income (loss) from continuing
operations before cumulative effect $ 5,753,532 $ 6,094,476 $ (4,562,246) $ (6,336,865)
Net income (loss) $ 4,772,961 $ 5,113,905 $ (9,525,937) $(11,300,556)
Basic and Diluted
income (loss) per share $ 0.39 $ 0.41 $ (0.82) $ (0.97)
Year Ended
December 31, 1999
As Previously Reported As Restated
-----------------------------------------
Investment income, net
Equity in income (loss) of subs $ (3,939,199) $ (6,859,201)
Total revenues $ (3,279,887) $ (6,199,889)
Income tax expense (benefit)
Income (loss) from continuing
operations before cumulative effect $ (6,820,278) $ (9,740,280)
Net income (loss) $ (6,820,278) $ (9,740,280)
Basic and Diluted
income (loss) per share $ (0.76) $ (1.08)
December 31, 2001 December 31, 2000
As Previously Reported As Restated As Previously Reported As Restated
------------------------------------------ ----------------------------------------------
Investment in subsidiaries $133,698,408 $134,957,362 $ 126,892,188 $ 123,804,711
Unrealized loss, net of tax $(10,633,199) $ 5,545,057 $ (6,977,748) $ 3,611,475
Accumulated foreign currency (5,126,798) (8,770,924) (5,755,230) (7,815,810)
------------------- -------------------- ---------------------- ----------------------
Accumulated other comprehensive loss $(15,759,997) $ (3,225,867) $ (12,732,978) $ (4,204,335)
Retained earnings $ 64,666,746 $ 53,391,570 $ 59,893,785 $ 48,277,665
Total shareholders' equity $206,639,553 $207,898,507 $ 205,192,611 $ 202,105,134
97
SCHEDULE II
PICO will submit Schedule 2 ("Condensed Financial
Information of Registrant"), Schedule 3
("Supplementary Insurance Information") and Schedule
5 ("Valuation and Qualifying Accounts") in an
amendment to this Form 10-K.HOLDINGS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Beginning Costs and End
Description of Period Expenses Deductions of Period
----------- -------------- ----------------- ------------- -------------
Year-end December 31, 2001
Allowance for Doubtful Accounts, net $ 214,300 $ 2,633,204 $ (296,900) $ 42,550,604
Valuation Allowance for
Deferred Federal Income Taxes $ 4,101,587 $ (367,434) $ 43,734,153
Year-end December 31, 2000
Allowance for Doubtful Accounts, net $ 99,488 $ 114,812 $ 214,300
Valuation Allowance for
Deferred Federal Income Taxes $ 816,171 $ 3,285,416 $ 4,101,587
Year-end December 31, 1999
Allowance for Doubtful Accounts, net $ 94,525 $ 4,963 $ 99,488
Valuation Allowance for
Deferred Federal Income Taxes $ 12,184,507 $(11,368,336) $ 816,171
98
SCHEDULE V
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED SUPPLEMENTARY INSURANCE INFORMATION
(In thousands)
December 31, 2001
Losses, Amortization
Deferred Claims Losses of Deferred
Policy and Loss Net and Policy
Acquisition Expense Unearned Premium Investment Loss Acquisition
Costs Reserves Premiums Revenue Income Expenses Costs
------------ ------------- ----------- ---------- ------------ ------------ -------------
Medical
professional
liability $ 40,543 $ 755 $ 1,097 $ (11,158)
Other property
and casualty $ 6,914 57,906 $ 28,143 42,535 5,997 29,460 $ 13,044
------------ ------------- ----------- ---------- ------------ ------------ -------------
Total medical
professional
liability and property
and casualty 6,914 98,449 28,143 43,290 7,094 18,302 13,044
Other operations 2,673
------------ ------------- ----------- ---------- ------------ ------------ -------------
Total continuing $ 6,914 $ 98,449 $ 28,143 $43,290 $ 9,767 $ 18,302 $ 13,044
============ ============= =========== ========== ============ ============ =============
Other Net
Operating Premiums
Expenses Written
------------ ----------
Medical
professional
liability $ 524 $ 755
Other property
and casualty 2,667 45,173
------------ ----------
Total medical
professional
liability and property
and casualty 3,191 45,928
Other operations 26,063
------------ ----------
Total continuing $ 29,254 $ 45,928
============ ==========
99
SCHEDULE V
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED SUPPLEMENTARY INSURANCE INFORMATION
(In thousands)
December 31, 2000
Future
Policy
Benefits, Amortization
Deferred Losses, Losses of Deferred
Policy Claims Net and Policy
Acquisition and Loss Unearned Premium Investment Loss Acquisition
Costs Expenses Premiums Revenue Income Expenses Costs
------------ ------------- ----------- ---------- ------------ ----------- -------------
Medical
professional
liability $ 58,610 $ 1,853 $ 1,543 $ 1,063
Other property
and casualty $ 6,300 62,932 $ 25,505 32,583 5,381 22,963 $ 10,250
------------ ------------- ----------- ---------- ------------ ----------- -------------
Total medical
professional
liability and property
and casualty 6,300 121,542 25,505 34,436 6,924 24,026 10,250
Other operations 1,937
------------ ------------- ----------- ---------- ------------ ----------- -------------
Total continuing $ 6,300 $ 121,542 $ 25,505 $34,436 $ 8,861 $ 24,026 $ 10,250
============ ============= =========== ========== ============ =========== =============
Other Net
Operating Premiums
Expenses Written
------------ ----------
Medical
professional
liability $ 1,580 $ 1,853
Other property
and casualty 3,514 42,191
------------ ----------
Total medical
professional
liability and property
and casualty 5,094 44,044
Other operations 21,257
------------ ----------
Total continuing $ 26,351 $ 44,044
============ ==========
100
SCHEDULE V
PICO HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED SUPPLEMENTARY INSURANCE INFORMATION
(In thousands)
December 31, 1999
Losses, Amortization
Deferred Claims Losses of Deferred
Policy and Loss Net and Policy
Acquisition Expense Unearned Premium Investment Loss Acquisition
Costs Reserves Premiums Revenue Income Expenses Costs
----------- ------------ ----------- ----------- ------------ ---------- -------------
Medical
professional
liability $ 71,859 $ 1,941 $ 1,180 $ 6,599
Other property
and casualty $ 4,821 67,274 $ 17,205 34,439 4,951 28,613 $ 10,484
----------- ------------ ----------- ----------- ------------ ---------- -------------
Total medical
professional
liability and property
and casualty 4,821 139,133 17,205 36,380 6,131 35,212 10,484
Other operations 474
----------- ------------ ----------- ----------- ------------ ---------- -------------
Total continuing $ 4,821 $ 139,133 $ 17,205 $ 36,380 $ 6,605 $ 35,212 $ 10,484
=========== ============ =========== =========== ============ ========== =============
Other Net
Operating Premiums
Expenses Written
------------- -----------
Medical
professional
liability $ 857 $ 1,934
Other property
and casualty 4,528 31,719
------------- -----------
Total medical
professional
liability and property
and casualty 5,385 33,653
Other operations 22,868
------------- -----------
Total continuing $ 28,253 $ 33,653
============= ===========
101
3. Exhibits
Exhibit
Number Description
------------- -----------
+ 2.2 Agreement and Plan of Reorganization, dated as of May 1, 1996, among PICO, Citation
Holdings, Inc. and Physicians and amendment thereto dated August 14, 1996 and
related Merger Agreement.
+++++ 2.3 Second Amendment to Agreement and Plan of Reorganization dated November 12, 1996.
# 2.4 Agreement and Debenture, dated November 14, 1996 and November 27, 1996, respectively,
by and between Physicians and PC Quote, Inc.HyperFeed.
# 2.5 Purchase and Sale Agreement by, between and among Nevada Land & Resource Company, LLC,
Global Equity, Western Water Company and Western Land Joint Venture dated April 9, 1997.
+++++ 3.1 Amended and Restated Articles of Incorporation of PICO.
+ 3.2.2 Amended and Restated By-laws of PICO.
+++++ 4.2 First Amendment to Rights Agreement dated April 30, 1996.
+++++ 4.3 Second Amendment to Rights Agreement dated November 20,
1996.
-* 10.7 Key Officer Performance Recognition Plan.
* 10.8 Flexible Benefit Plan
-* 10.9 Amended and Restated 1983 Employee Stock Option Plan.
-**** 10.10 Salary Reduction Profit Sharing Plan as amended and
restated effective January 1, 1994 and Amendments Nos. 1
and 2 thereto dated March 13, 1995 and March 15, 1995,
respectively.
-* 10.11 Employee Stock Ownership Plan and Trust Agreement.
-*** 10.11.1 Amended Employee Stock Ownership Plan and Trust Agreement.
-***** 10.11.2 Amendment to Employee Stock Ownership Plan dated October
1, 1992.
-**** 10.11.3 Amendment to Employee Stock Ownership Plan dated March 15,
1995.
* 10.16 Office Lease between CIC and North Block Partnership dated
July, 1990.
*** 10.16.1 Amendments Nos. 1 and 2 to Office Lease between CIC and
North Block Partnership dated January 6, 1992 and February
5, 1992, respectively.
80
83
**** 10.16.2 Amendments Nos. 3 and 4 to Office Lease between CIC and
North Block Partnership dated December 6, 1993 and October
4, 1994, respectively.
-* 10.22 1991 Employee Stock Option Plan
-***** 10.23 PICO Severance Plan for Certain Executive Officers, Senior
Management and Key Employees of the Company and its
Subsidiaries, including form of agreement.
-10.55 Consulting Agreements, effective January 1, 1997,
regarding retention of Ronald Langley and John R. Hart as
consultants by Physicians and GEC.
++ 10.57 PICO 1995 Stock Option PlanPlan.
-+++ 10.58 Key Employee Severance Agreement and Amendment No. 1 thereto, each made as of
November 1, 1992, between PICO and Richard H. Sharpe and Schedule A identifying
other substantially identical Key Employee Severance Agreements between PICO and
certain of the executive officers of PICOPICO.
+++ 10.59 Agreement for Purchase and Sale of Shares, dated May 9, 1996, among Physicians,
GPGGuinness Peat Group plc and GEC.Global Equity.
++ 10.60 Agreement for the Purchase and Sale of Certain Assets, dated July 14, 1995 between
Physicians, PRO and Mutual Assurance, Inc.
++ 10.61 Stock Purchase Agreement dated March 7, 1995 between Sydney ReinsuranceReinsurance.
Corporation and Physicians.
++ 10.62 Letter Agreement, dated September 5, 1995, between Physicians, Christopher Ondaatje and the
South East Asia Plantation Corporation Limited.
++++ 10.63 Amendment No. 1 to Agreement for Purchase and Sale of Certain Assets, dated July 30, 1996
between Physicians, PRO and Mutual Assurance, Inc.
+++++ 16.116.1. Letter regarding change in Certifying Accountant from Deloitte & Touche LLP, independent auditors.Independent
Auditors.
# 21. Subsidiaries of PICO.
27. Financial Data Schedule.23.1. Independent Auditors' Consent - ------------------------
* Incorporated by referenceDeloitte & Touche LLP.
99.1 Certification of Chief Executive Officer pursuant to exhibitSection 906 of same number filed
with Registration statementthe Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
- ------------------------
* Incorporated by reference to exhibit of same number filed with
Registration Statement on Form S-1 (File No. 33-36383).
*** Incorporated by reference to exhibit of same number filed With 1992
Form 10-K.
**** Incorporated by reference to exhibit of same number filed with 1994
Form 10-K.
***** Incorporated by reference to exhibit bearing the same number filed
with Registration Statement on Form S-4 (File No. 33-64328).
+ Filed as Appendix to the prospectus in Part I of Registration
Statement on Form S-4 (File No. 333-06671).
++ Incorporated by reference to exhibit filed with Physicians'
Registration Statement No. 33-99352 on Form S-1 filed with the SEC
on November 14, 1995.
+++ Incorporated by reference to exhibit filed with Registration
Statement on Form S-4 (File no. 333-06671).
102
++++ Incorporated by reference to exhibit filed with Amendment No. 1 to
Registration Statement No. 333-06671 on Form S-4.
+++++ Incorporated by reference to exhibit of same number filed with Form
8-K dated December 4, 1996.
- - Executive Compensation Plans and Agreements.
81
84# Incorporated by reference to exhibit of same number filed with Form
10-K dated April 15, 1997.
## Incorporated by reference to exhibit of same number filed with
10-K/A dated April 30, 1997.
### Incorporated by reference to Form S-8 filed with the Securities and
Exchange Commission (File No. 333-36881).
#### Incorporated by reference to Form S-8 filed with the Securities and
Exchange Commission (File No. 333-32045).
##### Incorporated by reference to Form S-8 filed with the Securities and
Exchange Commission (File No. 333-51688).
###### Incorporated by reference to Form S-8 filed with the Securities and
Exchange Commission (File No. 333-74072).
(b) REPORTS ON FORM 8-K.
On December 4, 1996 and December 30, 1996,March 19, 2001, PICO filed a Formform 8-K announcing that its water
rights and water storage subsidiary, Vidler Water Company, Inc., had sold a
Form 8-K/A, respectively, with the Securitiesportion of its land and Exchange Commission. The Form 8-K reported the consummationwater rights in Arizona's Harquahala Valley ground
water basin to a unit of the Merger, the amendment of PICO's Articles of Incorporation
and By-laws and a change in the Company's accountants. The
Form 8-K/A provided the pro forma financial information of
PICO for the quarter ended and as of September 30, 1996 with
respect to the Merger.Allegheny Energy, Inc.
103
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: April 15, 1997March 31, 2003
PICO Holdings, Inc.
By: /s/ John R. Hart
--------------------------------------------------------------
John R. Hart
Chief Executive Officer
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on April 15, 1997 byMarch 18, 2002 the following persons in the
capacities indicated.
/s/ Ronald Langley Chairman of the Board
- ----------------------------------
Ronald Langley
/s/ John R. Hart Chief Executive Officer, President and Director
- ----------------------------------
John R. Hart
/s/ Gary W. Burchfield Chief Financial Officer and Treasurer
- ----------------------------------
Gary W. Burchfield
/s/ S. Walter Foulkrod, III Director
- ----------------------------------
S. Walter Foulkrod, III
/s/ Richard D. Ruppert, M.D. Director
- ----------------------------------
Richard D. Ruppert, M.D.
Director
- ----------------------------------
Dr. Gary H. Weiss
/s/ Dr. Marshall J. Burak Director
- ----------------------------------
Dr. Marshall J. Burak
/s/ Robert R. Broadbent Director
- ----------------------------------/s/ Ronald Langley Chairman of the Board
- -----------------------------------
Ronald Langley
/s/ John R. Hart Chief Executive Officer, President
- ----------------------------------- and Director
John R. Hart
/s/ Maxim C. W. Webb Chief Financial Officer and Treasurer
- ----------------------------------- (Chief Accounting Officer)
Maxim C. W. Webb
/s/ S. Walter Foulkrod, III, Esq. Director
- -----------------------------------
S. Walter Foulkrod, III, Esq.
/s/ Richard D. Ruppert, MD Director
- -----------------------------------
Richard D. Ruppert, MD
/s/ Carlos C. Campbell Director
- -----------------------------------
Carlos C. Campbell
/s/ Robert R. Broadbent Director
- -----------------------------------
Robert R. Broadbent
/s/ John D. Weil Director
- ---------------------------------- John D. Weil
82Director
- -----------------------------------
John D. Weil
104
85
Exhibit
Number Description
------- -----------
+ 2.2 Agreement and Plan of Reorganization, dated as of May 1,
1996, among PICO, Citation Holdings, Inc. and Physicians
and amendment thereto dated August 14, 1996 and related
Merger Agreement.
+++++ 2.3 Second Amendment to Agreement and Plan of Reorganization
dated November 12, 1996.
2.4 Agreement and Debenture, dated November 14, 1996 and
November 27, 1996, respectively, by and between
Physicians and PC Quote, Inc.
+++++ 3.1 Amended and Restated Articles of Incorporation of PICO.
+ 3.2.2 Amended and Restated By-laws of PICO.
+++++ 4.2 First Amendment to Rights Agreement dated April 30, 1996.
+++++ 4.3 Second Amendment to Rights Agreement dated November 20,
1996.
-* 10.7 Key Officer Performance Recognition Plan.
* 10.8 Flexible Benefit Plan
-* 10.9 Amended and Restated 1983 Employee Stock Option Plan.
-**** 10.10 Salary Reduction Profit Sharing Plan as amended and
restated effective January 1, 1994 and Amendments Nos. 1
and 2 thereto dated March 13, 1995 and March 15, 1995,
respectively.
-* 10.11 Employee Stock Ownership Plan and Trust Agreement.
-*** 10.11.1 Amended Employee Stock Ownership Plan and Trust Agreement.
-***** 10.11.2 Amendment to Employee Stock Ownership Plan dated October
1, 1992.
-**** 10.11.3 Amendment to Employee Stock Ownership Plan dated March 15,
1995.
* 10.16 Office Lease between CIC and North Block Partnership dated
July, 1990.
*** 10.16.1 Amendments Nos. 1 and 2 to Office Lease between CIC and
North Block Partnership dated January 6, 1992 and February
5, 1992, respectively.
**** 10.16.2 Amendments Nos. 3 and 4 to Office Lease between CIC and
North Block Partnership dated December 6, 1993 and October
4, 1994, respectively.
-* 10.22 1991 Employee Stock Option Plan
-***** 10.23 PICO Severance Plan for Certain Executive Officers, Senior
Management and Key Employees of the Company and its
Subsidiaries, including form of agreement.
-10.55 Consulting Agreements, effective January 1, 1997,
regarding retention of Ronald Langley and John R. Hart as
consultants by Physicians and GEC.
++ 10.57 PICO 1995 Stock Option Plan
-+++ 10.58 Key Employee Severance Agreement and Amendment No. 1
thereto, each made as of November 1, 1992, between PICO
and Richard H. Sharpe and Schedule A identifying other
substantially identical Key Employee Severance Agreements
between PICO and certain of the executive officers of PICO
+++ 10.59 Agreement for Purchase and Sale of Shares, dated May 9,
1996, among Physicians, GPG and GEC.
++ 10.60 Agreement for the Purchase and Sale of Certain Assets,
dated July 14, 1995 between Physicians, PRO and Mutual
Assurance, Inc.
++ 10.61 Stock Purchase Agreement dated March 7, 1995 between
Sydney Reinsurance Corporation and Physicians.
++ 10.62 Letter Agreement, dated September 5, 1995, between
Physicians, Christopher Ondaatje and the South East Asia
Plantation Corporation Limited.
83CERTIFICATIONS
I, John R. Hart, Chief Executive Officer of PICO Holdings, Inc.
(the "Registrant") certify that:
1. I have reviewed this annual report on Form 10-K/A of the
Registrant;
2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of,
and for, the periods presented in this annual report;
Date: March 31, 2003 /s/ John R. Hart
--------------------------
John R. Hart
Chief Executive Officer
105
86
++++ 10.63 Amendment No. 1 to Agreement for Purchase and Sale of
Certain Assets, dated July 30, 1996 between Physicians,
PRO and Mutual Assurance, Inc.
+++++ 16.1 Letter regarding change in Certifying Accountant from
Deloitte & Touche, LLP, independent auditors.
21. Subsidiaries of PICO.
27. Financial Data Schedule.
- ------------------------
* Incorporated by reference to exhibit of same number filed
with Registration statement on Form S-1 (File No.
33-36383).
*** Incorporated by reference to exhibit of same number filed
With 1992 Form 10-K.
**** Incorporated by reference to exhibit of same number filed
with 1994 Form 10-K.
***** Incorporated by reference to exhibit bearing the same
number filed with Registration Statement on Form S-4 (File
No. 33-64328).
+ Filed as Appendix to the prospectus in Part I of
Registration Statement on Form S-4 (File No. 333-06671)
++ Incorporated by reference to exhibit filed with
Physicians' Registration Statement No. 33-99352 on Form
S-1 filed with the SEC on November 14, 1995.
+++ Incorporated by reference to exhibit filed with
Registration Statement on Form S-4 (File no. 333-06671).
++++ Incorporated by reference to exhibit filed with Amendment
No. 1 to Registration Statement No. 333-06671 on Form S-4.
+++++ Incorporated by reference to exhibit of same number filed
with Form 8-K dated December 4, 1996.
- Executive Compensation Plans and Agreements.
84CERTIFICATIONS
I, Maxim C. W. Webb, Chief Financial Officer and Treasurer of
PICO Holdings, Inc. (the "Registrant") certify that:
1. I have reviewed this annual report on Form 10-K/A of the
Registrant;
2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of,
and for, the periods presented in this annual report;
Date: March 31, 2003 /s/ Maxim C. W. Webb
--------------------------
Maxim C. W. Webb
Chief Financial Officer and Treasurer
106