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UNITED AMERICA INDEMNITY, LTD - S-4 - 20041126 - FINANCIAL_DATA
SELECTED HISTORICAL FINANCIAL DATA OF UNITED
NATIONAL GROUP
The following table sets forth selected
consolidated historical financial data for United National Group
and, for periods prior to September 5, 2003, Wind River
Investment Corporation, which is considered United National
Groups Predecessor for accounting purposes.
This selected financial data are derived from the consolidated
financial statements and accompanying notes of United National
Group and Wind River Investment Corporation included elsewhere
in this joint proxy statement/ prospectus. This selected
historical financial data should be read together with the
consolidated financial statements and accompanying notes of
United National Group and Wind River Investment Corporation and
Managements Discussion and Analysis of Financial
Condition and Results of Operations included elsewhere in
this joint proxy statement/ prospectus.
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Predecessor
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for the
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period from
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January 1,
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Predecessor for the Year Ended December 31,
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2003 to
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September 5,
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1999
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2000
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2001
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2002
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2003
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(in thousands, except ratios and per share data)
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Consolidated Statements of Operations
Data:
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Gross premiums written
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$
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357,605
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$
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453,464
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$
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670,520
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$
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793,083
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$
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510,623
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Net premiums written
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$
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117,883
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$
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127,572
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$
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169,310
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$
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172,689
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$
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139,116
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Net premiums earned
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$
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103,455
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$
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136,931
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$
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150,336
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$
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162,763
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$
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128,254
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Investment income, net
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19,668
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22,490
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19,353
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17,685
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13,289
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Net realized investment gains (losses)
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(5,210
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)
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593
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(12,719
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)
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(11,702
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)
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5,589
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Total revenues
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117,913
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160,014
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156,970
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168,746
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147,132
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Net losses and loss adjustment expenses(1)
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76,257
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113,151
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128,338
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201,750
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84,885
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Acquisition costs and other underwriting expenses
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11,913
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14,999
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15,867
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18,938
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30,543
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Provision for doubtful reinsurance
receivables(2)(3)
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44,000
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1,750
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Other operating expenses
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2,112
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2,918
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2,220
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5,874
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288
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Interest expense
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589
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322
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77
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115
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46
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Income (loss) before income taxes
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27,042
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28,624
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10,468
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(101,931
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)
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29,620
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Income tax expense (benefit)
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6,252
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5,883
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295
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(40,520
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)
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6,850
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Net income (loss) before equity in net income
(loss) of partnerships
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20,790
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22,741
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10,173
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(61,411
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)
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22,770
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Equity in net income (loss) of partnerships
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664
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(252
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)
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1,834
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Net income (loss) before extraordinary gain
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20,790
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22,741
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10,837
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(61,663
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)
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24,604
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Extraordinary gain(4)
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Net income (loss)
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$
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20,790
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$
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22,741
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$
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10,837
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$
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(61,663
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$
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24,604
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Weighted-Average Per Share Data(5):
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Net income (loss) before extraordinary gain:
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Basic
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$
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207,900
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$
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227,410
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$
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108,370
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$
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(616,630
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)
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$
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246,040
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Diluted
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$
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207,900
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$
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227,410
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$
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108,370
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$
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(616,630
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)
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$
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246,040
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Net income (loss):
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Basic
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$
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207,900
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$
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227,410
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$
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108,370
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$
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(616,630
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)
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$
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246,040
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Diluted
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$
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207,900
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$
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227,410
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$
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108,370
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$
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(616,630
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)
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$
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246,040
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[Additional columns below]
[Continued from above table, first column(s) repeated]
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Successor for
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Predecessor
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Successor for
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the period
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for the
|
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the period
|
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Successor for
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from
|
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period from
|
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from
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the Nine
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September 6,
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January 1,
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September 6,
|
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Months
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2003 to
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2003 to
|
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2003 to
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Ended
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December 31,
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September 5,
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September 30,
|
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September 30,
|
|
|
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2003
|
|
2003
|
|
2003
|
|
2004
|
|
|
|
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|
|
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(in thousands, except ratios and per share data)
|
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Consolidated Statements of Operations
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross premiums written
|
|
$
|
157,757
|
|
|
$
|
510,623
|
|
|
$
|
33,190
|
|
|
$
|
314,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net premiums written
|
|
$
|
61,265
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|
|
$
|
139,116
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|
|
$
|
9,692
|
|
|
$
|
205,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Net premiums earned
|
|
$
|
51,912
|
|
|
$
|
128,254
|
|
|
$
|
10,687
|
|
|
$
|
165,751
|
|
|
Investment income, net
|
|
|
6,106
|
|
|
|
13,289
|
|
|
|
792
|
|
|
|
13,637
|
|
|
Net realized investment gains (losses)
|
|
|
169
|
|
|
|
5,589
|
|
|
|
(718
|
)
|
|
|
(687
|
)
|
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|
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|
|
|
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|
|
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|
|
|
|
|
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Total revenues
|
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|
58,187
|
|
|
|
147,132
|
|
|
|
10,761
|
|
|
|
178,701
|
|
|
Net losses and loss adjustment expenses(1)
|
|
|
38,299
|
|
|
|
84,885
|
|
|
|
7,349
|
|
|
|
98,395
|
|
|
Acquisition costs and other underwriting expenses
|
|
|
14,604
|
|
|
|
30,543
|
|
|
|
4,587
|
|
|
|
56,658
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|
|
Provision for doubtful reinsurance
receivables(2)(3)
|
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|
|
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|
|
1,750
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|
|
|
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|
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Other operating expenses
|
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|
7
|
|
|
|
288
|
|
|
|
124
|
|
|
|
1,007
|
|
|
Interest expense
|
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|
1,604
|
|
|
|
46
|
|
|
|
249
|
|
|
|
4,087
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|
|
|
|
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|
|
|
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|
Income (loss) before income taxes
|
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|
3,673
|
|
|
|
29,620
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|
|
|
(1,548
|
)
|
|
|
18,554
|
|
|
Income tax expense (benefit)
|
|
|
(1,666
|
)
|
|
|
6,850
|
|
|
|
(1,106
|
)
|
|
|
(2,551
|
)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) before equity in net income
(loss) of partnerships
|
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|
5,339
|
|
|
|
22,770
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|
|
(442
|
)
|
|
|
21,105
|
|
|
Equity in net income (loss) of partnerships
|
|
|
758
|
|
|
|
1,834
|
|
|
|
258
|
|
|
|
926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) before extraordinary gain
|
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|
6,097
|
|
|
|
24,604
|
|
|
|
(184
|
)
|
|
|
22,031
|
|
|
Extraordinary gain(4)
|
|
|
46,424
|
|
|
|
|
|
|
|
46,424
|
|
|
|
1,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income (loss)
|
|
$
|
52,521
|
|
|
$
|
24,604
|
|
|
$
|
46,240
|
|
|
$
|
23,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Per Share Data(5):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) before extraordinary gain:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic
|
|
$
|
(1.41
|
)
|
|
$
|
246,040
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(1.41
|
)
|
|
$
|
246,040
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.42
|
|
|
$
|
246,040
|
|
|
$
|
2.59
|
|
|
$
|
0.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
1.42
|
|
|
$
|
246,040
|
|
|
$
|
2.59
|
|
|
$
|
0.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
for the
|
|
|
|
|
|
|
|
|
|
|
|
period from
|
|
|
|
|
|
January 1,
|
|
|
|
Predecessor for the Year Ended December 31,
|
|
2003 to
|
|
|
|
|
|
September 5,
|
|
|
|
1999
|
|
2000
|
|
2001
|
|
2002
|
|
2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except ratios and per share data)
|
|
GAAP Insurance Operating Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expense ratio(1)(6)
|
|
|
73.7
|
%
|
|
|
82.6
|
%
|
|
|
85.3
|
%
|
|
|
124.0
|
%
|
|
|
66.2
|
%
|
|
Underwriting expense ratio(2)(3)(7)
|
|
|
11.5
|
%
|
|
|
11.0
|
%
|
|
|
10.6
|
%
|
|
|
38.6
|
%
|
|
|
25.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio(8)(9)
|
|
|
85.2
|
%
|
|
|
93.6
|
%
|
|
|
95.9
|
%
|
|
|
162.6
|
%
|
|
|
91.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net/gross premiums written
|
|
|
33.0
|
%
|
|
|
28.1
|
%
|
|
|
25.3
|
%
|
|
|
21.8
|
%
|
|
|
27.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Positions as of Last Day of
Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments and cash and cash equivalents
|
|
$
|
423,397
|
|
|
$
|
483,435
|
|
|
$
|
516,408
|
|
|
$
|
611,129
|
|
|
$
|
667,836
|
|
|
Reinsurance receivables, net of allowance
|
|
|
648,189
|
|
|
|
694,766
|
|
|
|
799,066
|
|
|
|
1,743,524
|
|
|
|
1,843,667
|
|
|
Total assets
|
|
|
1,365,754
|
|
|
|
1,376,528
|
|
|
|
1,575,754
|
|
|
|
2,685,620
|
|
|
|
2,837,545
|
|
|
Unpaid losses and loss adjustment expenses
|
|
|
805,717
|
|
|
|
800,630
|
|
|
|
907,357
|
|
|
|
2,004,422
|
|
|
|
2,120,594
|
|
|
Total shareholders equity
|
|
$
|
285,064
|
|
|
$
|
315,343
|
|
|
$
|
324,844
|
|
|
$
|
268,637
|
|
|
$
|
296,917
|
|
[Additional columns below]
[Continued from above table, first column(s) repeated]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor for
|
|
Predecessor
|
|
Successor for
|
|
|
|
|
|
the period
|
|
for the
|
|
the period
|
|
Successor for
|
|
|
|
from
|
|
period from
|
|
from
|
|
the Nine
|
|
|
|
September 6,
|
|
January 1,
|
|
September 6,
|
|
Months
|
|
|
|
2003 to
|
|
2003 to
|
|
2003 to
|
|
Ended
|
|
|
|
December 31,
|
|
September 5,
|
|
September 30,
|
|
September 30,
|
|
|
|
2003
|
|
2003
|
|
2003
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except ratios and per share data)
|
|
GAAP Insurance Operating Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expense ratio(1)(6)
|
|
|
73.8
|
%
|
|
|
66.2
|
%
|
|
|
68.8
|
%
|
|
|
59.4
|
%
|
|
Underwriting expense ratio(2)(3)(7)
|
|
|
28.1
|
%
|
|
|
25.2
|
%
|
|
|
42.9
|
|
|
|
34.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio(8)(9)
|
|
|
101.9
|
%
|
|
|
91.4
|
%
|
|
|
111.7
|
%
|
|
|
93.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net/gross premiums written
|
|
|
38.8
|
%
|
|
|
27.2
|
%
|
|
|
29.2
|
%
|
|
|
65.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Positions as of Last Day of
Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments and cash and cash equivalents
|
|
$
|
848,309
|
|
|
$
|
667,836
|
|
|
$
|
800,169
|
|
|
$
|
900,758
|
|
|
Reinsurance receivables, net of allowance
|
|
|
1,762,988
|
|
|
|
1,843,667
|
|
|
|
1,785,213
|
|
|
|
1,650,957
|
|
|
Total assets
|
|
|
2,848,761
|
|
|
|
2,837,545
|
|
|
|
2,834,919
|
|
|
|
2,742,537
|
|
|
Unpaid losses and loss adjustment expenses
|
|
|
2,059,760
|
|
|
|
2,120,594
|
|
|
|
2,085,658
|
|
|
|
1,965,015
|
|
|
Total shareholders equity
|
|
$
|
380,792
|
|
|
$
|
296,917
|
|
|
$
|
356,914
|
|
|
$
|
416,505
|
|
|
|
|
|
|
|
(1)
|
In 2002, United National Groups Predecessor
increased its net loss reserves relative to accident years 2001
and prior by $47.8 million primarily due to higher than
anticipated losses in the multi-peril and other liability lines
of business and by $23.6 million due to the conclusion of
an arbitration proceeding. The net loss and loss adjustment
expense ratio increased by 43.9 percentage points in 2002
due to this $71.4 million increase in net loss reserves.
|
|
|
|
|
(2)
|
United National Groups Predecessor
established an allowance for doubtful reinsurance receivables of
$44.0 million in 2002, which resulted in a
27.0 percentage point increase in its 2002 underwriting
expense ratio.
|
|
|
|
|
(3)
|
United National Groups Predecessors
underwriting expense ratio for the period January 1, 2003
to September 5, 2003 includes a 4.7 percentage point
increase attributable to a $4.2 million expense for stock
appreciation rights and retention payments made to certain key
executives upon completion of the acquisition and a
$1.8 million allowance for doubtful reinsurance receivables.
|
|
|
|
|
(4)
|
The $46.4 million excess of the estimated
fair value of net assets over purchase price was recognized as
an extraordinary gain in the consolidated statements of
operations for the period September 6, 2003 to
December 31, 2003 and the period September 6, 2003 to
September 30, 2003.
|
|
|
|
|
(5)
|
The Predecessor of United National Group had
100 shares outstanding for all Predecessor periods
presented. United National Groups net income (loss) before
extraordinary gain per share (basic and diluted) and net income
(loss) per share (basic and diluted) for the period
September 6, 2003 to December 31, 2003 and the period
September 6, 2003 to September 30, 2003 were impacted
by preferred stock dividends of $29.3 million and
$13.1 million, respectively.
|
|
|
|
|
(6)
|
United National Groups net losses and loss
adjustment expense ratio for the period September 6, 2003
to December 31, 2003 includes a 9.0 percentage point
increase attributable to a $7.2 million reduction in earned
premium due to purchase accounting. United National Groups
net losses and loss adjustment expense ratio for the period
September 6, 2003 to September 30, 2003 includes a
9.7 percentage point increase attributable to a
$1.7 million reduction in earned premium due to purchase
accounting. United National Groups net losses and loss
adjustment expense ratio for the nine months ended
September 30, 2004 includes a 1.6 percentage point
increase attributable to a $4.4 million reduction in earned
premium due to purchase accounting.
|
|
|
|
|
(7)
|
United National Groups underwriting expense
ratio for the period September 6, 2003 to December 31,
2003 includes a 6.2 percentage point decrease attributable
to a $7.2 million reduction in earned premium and a
$6.6 million decrease in acquisition costs and other
underwriting expenses due to purchase accounting, and
$0.9 million of deferred compensation option expense.
United National Groups underwriting expense ratio for the
period from September 6, 2003 to September 30, 2003
includes a 14.1 percentage point increase attributable to a
$1.7 million reduction in earned premium due to purchase
accounting, $0.6 million of organizational costs, and
$0.4 million of deferred compensation option expense.
United National Groups underwriting expense ratio for the
nine months ended September 30, 2004 includes a
0.3 percentage point increase attributable to a
$4.4 million reduction in earned premium and a
$0.9 million decrease in acquisition costs and other
underwriting expenses due to purchase accounting.
|
18
|
|
|
|
|
|
(8)
|
United National Groups Predecessors
2002 combined ratio includes a 43.9 percentage point
increase attributable to its $71.4 million increase in net
loss reserves and a 27.0 percentage point increase
attributable to establishment of a $44.0 million allowance
for doubtful reinsurance receivables.
|
|
|
|
|
(9)
|
United National Groups combined ratio for
the period September 6, 2003 to December 31, 2003
includes a 2.8 percentage point increase attributable to a
$7.2 million reduction in earned premium and a
$6.6 million decrease in acquisition costs and other
underwriting expenses due to purchase accounting, and
$0.9 million of deferred compensation option expense.
United National Groups combined ratio for the period
September 6, 2003 to September 30, 2003 includes a
23.8 percentage point increase attributable to a
$1.7 million reduction in earned premium, $0.6 million
of organizational costs and $0.4 million of deferred
compensation option expense. United National Groups
combined ratio for the nine months ended September 30, 2004
includes a 1.8 percentage point increase attributable to a
$4.4 million reduction in earned premium and a
$0.9 million decrease in acquisition costs and other
underwriting expenses due to purchase accounting.
|
19
|
|