UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from             to

Commission File Number 1-14094

Meadowbrook Insurance Group, Inc.
 (Exact name of Registrant as specified in its charter)
 
Michigan
38-2626206
(State of Incorporation)
(IRS Employer Identification No.)
 
26255 American Drive, Southfield, Michigan 48034
(Address, zip code of principal executive offices)

(248) 358-1100
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer Smaller Reporting Company

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

The aggregate number of shares of the Registrant’s Common Stock, $.01 par value, outstanding on April 30, 2015, was 50,306,760.
 



TABLE OF CONTENTS
 
   
Page
 
PART I – FINANCIAL INFORMATION
 
     
ITEM 1 –
FINANCIAL STATEMENTS
 
 
2
 
3
 
4
 
5
 
6
 
7-23
     
ITEM 2 –
24-33
     
ITEM 3 –
33-34
     
ITEM 4 –
34
     
 
PART II – OTHER INFORMATION
 
     
ITEM 1 –
35
     
ITEM 1A –
35
     
ITEM 2 –
35
     
ITEM 3 –
35
     
ITEM 4 –
35
     
ITEM 5 –
35
     
ITEM 6 –
36
     
37
 
1

PART 1 - FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
MEADOWBROOK INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 
For the Three Months Ended March 31,
 
   
2015
   
2014
 
   
(Unaudited)
 
   
(In thousands, except share data)
 
Revenues
       
Premiums earned
       
Gross
 
$
177,344
   
$
216,793
 
Ceded
   
(29,725
)
   
(54,254
)
Net earned premiums
   
147,619
     
162,539
 
Net commissions and fees
   
11,519
     
12,047
 
Net investment income
   
10,898
     
11,261
 
Realized gains (losses):
               
Total other-than-temporary impairments on securities
   
-
     
-
 
Portion of loss recognized in other comprehensive income
   
-
     
-
 
Net other-than-temporary impairments on securities recognized in earnings
   
-
     
-
 
Net realized gains excluding other-than-temporary impairments on securities
   
1,318
     
3,025
 
Net realized gains
   
1,318
     
3,025
 
Total revenues
   
171,354
     
188,872
 
                 
Expenses
               
Losses and loss adjustment expenses
   
116,275
     
139,972
 
Reinsurance recoveries
   
(24,448
)
   
(36,782
)
Net losses and loss adjustment expenses
   
91,827
     
103,190
 
Policy acquisition and other underwriting expenses
   
55,725
     
59,198
 
General, selling and administrative expenses
   
7,843
     
8,495
 
General corporate expenses
   
1,621
     
1,633
 
Amortization expense
   
957
     
987
 
Interest expense
   
3,408
     
3,462
 
Total expenses
   
161,381
     
176,965
 
Income before taxes and equity earnings
   
9,973
     
11,907
 
Federal and state income tax expense
   
2,186
     
2,846
 
Equity earnings of affiliates, net of tax
   
529
     
1,293
 
Equity earnings of unconsolidated subsidiaries, net of tax
   
2
     
2
 
Net income
 
$
8,318
   
$
10,356
 
                 
Earnings Per Share
               
Basic
 
$
0.17
   
$
0.21
 
Diluted
 
$
0.17
   
$
0.21
 
                 
Weighted average number of common shares
               
Basic
   
50,185,430
     
49,976,073
 
Diluted
   
50,185,430
     
49,984,743
 
                 
Dividends paid per common share
 
$
0.02
   
$
0.02
 

 The accompanying notes are an integral part of the Consolidated Financial Statements.
 
2

MEADOWBROOK INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended March 31,

   
2015
   
2014
 
   
(Unaudited)
(In thousands)
 
Net income
 
$
8,318
   
$
10,356
 
Other comprehensive income, net of tax:
               
Unrealized gains on securities
   
6,033
     
11,268
 
Unrealized gains in affiliates and unconsolidated subsidiaries
   
37
     
114
 
Increase on non-credit other-than-temporary impairments on securities
   
-
     
-
 
Net deferred derivative losses - hedging activity
   
(534
)
   
(604
)
Less reclassification adjustment for investment gains included in net income
   
(857
)
   
(1,966
)
Other comprehensive income, net of tax
   
4,679
     
8,812
 
Comprehensive income
 
$
12,997
   
$
19,168
 

The accompanying notes are an integral part of the Consolidated Financial Statements.
 
3

MEADOWBROOK INSURANCE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
 
   
March 31,
2015
   
December 31,
2014
 
   
(Unaudited)
 
   
(In thousands, except share data)
 
ASSETS
       
Investments
       
Debt securities available for sale, at fair value (amortized cost of $1,410,496 and $1,427,710 in 2015 and 2014, respectively)
 
$
1,456,432
   
$
1,464,376
 
Equity securities available for sale, at fair value (cost of $95,851 and $94,371 in 2015 and 2014, respectively)
   
110,773
     
110,614
 
Cash and cash equivalents
   
111,050
     
87,531
 
Accrued investment income
   
14,524
     
14,020
 
Premiums and agent balances receivable (net of allowance of $5,786 and $5,524 in 2015 and 2014, respectively)
   
180,438
     
175,766
 
Reinsurance recoverable on:
               
Paid losses
   
15,710
     
15,895
 
Unpaid losses
   
524,257
     
519,530
 
Prepaid reinsurance premiums
   
30,957
     
27,925
 
Deferred policy acquisition costs
   
62,883
     
60,862
 
Deferred income taxes, net
   
22,996
     
28,040
 
Goodwill
   
6,857
     
6,857
 
Other intangible assets
   
20,926
     
21,883
 
Other assets
   
129,966
     
146,475
 
Total assets
 
$
2,687,769
   
$
2,679,774
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Liabilities
               
Losses and loss adjustment expenses
 
$
1,578,468
   
$
1,590,359
 
Unearned premiums
   
289,137
     
276,350
 
Debt
   
150,184
     
151,282
 
Debentures
   
80,930
     
80,930
 
Accounts payable and accrued expenses
   
27,041
     
29,316
 
Funds held and reinsurance balances payable
   
20,573
     
23,428
 
Payable to insurance companies
   
42,019
     
40,903
 
Other liabilities
   
29,362
     
29,573
 
Total liabilities
   
2,217,714
     
2,222,141
 
                 
Shareholders' Equity
               
Common stock, $0.01 par value; authorized 75,000,000 shares; 50,306,760 and 50,093,390 shares issued and outstanding
   
503
     
501
 
Additional paid-in capital
   
277,614
     
277,192
 
Retained earnings
   
152,856
     
145,543
 
Note receivable from officer
   
(677
)
   
(683
)
Accumulated other comprehensive income
   
39,759
     
35,080
 
Total shareholders' equity
   
470,055
     
457,633
 
Total liabilities and shareholders' equity
 
$
2,687,769
   
$
2,679,774
 

The accompanying notes are an integral part of the Consolidated Financial Statements.
 
4

MEADOWBROOK INSURANCE GROUP, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
 
   
Common Stock
   
Additional Paid-In Capital
   
Retained Earnings
   
Note Receivable from Officer
   
Accumulated Other Comprehensive Income
   
Total Shareholders' Equity
 
   
(Unaudited, In thousands)
 
Balances December 31, 2014
 
$
501
   
$
277,192
   
$
145,543
   
$
(683
)
 
$
35,080
   
$
457,633
 
Net income
   
-
     
-
     
8,318
     
-
     
-
     
8,318
 
Dividends declared
   
-
     
-
     
(1,005
)
   
-
     
-
     
(1,005
)
Change in unrealized gain or loss on available for sale securities, net of tax
   
-
     
-
     
-
     
-
     
5,167
     
5,167
 
Change in valuation allowance on deferred tax assets
   
-
     
-
     
-
     
-
     
9
     
9
 
Net deferred derivative loss - hedging activity
   
-
     
-
     
-
     
-
     
(534
)
   
(534
)
Stock award
   
-
     
205
     
-
     
-
     
-
     
205
 
Long term incentive plan; stock award for 2012-2015 plan years
   
2
     
217
     
-
     
-
     
-
     
219
 
Change in investment of unconsolidated subsidiaries
   
-
     
-
     
-
     
-
     
37
     
37
 
Note receivable from officer
   
-
     
-
     
-
     
6
     
-
     
6
 
Balances March 31, 2015
 
$
503
   
$
277,614
   
$
152,856
   
$
(677
)
 
$
39,759
   
$
470,055
 

The accompanying notes are an integral part of the Consolidated Financial Statements.
 
5

MEADOWBROOK INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,
 
   
2015
   
2014
 
   
(Unaudited)
 
   
(In thousands)
 
Cash Flows From Operating Activities
       
Net income
 
$
8,318
   
$
10,356
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Amortization of other intangible assets
   
957
     
987
 
Depreciation of furniture, equipment, and building
   
1,026
     
1,138
 
Net amortization of discount and premiums on bonds
   
3,252
     
3,222
 
Accretion of issued debt/original issue discount
   
402
     
374
 
Amortization of capitalized convertible note fees
   
114
     
106
 
Gain on sale of investments
   
(1,386
)
   
(3,074
)
Gain on sale of fixed assets
   
-
     
(22
)
Long-term incentive plan expense
   
168
     
206
 
Stock award
   
206
     
63
 
Equity earnings of affiliates, net of taxes
   
(529
)
   
(1,293
)
Equity earnings of unconsolidated subsidiaries, net of tax
   
(2
)
   
(2
)
Deferred income tax expense
   
2,538
     
2,635
 
Changes in operating assets and liabilities:
               
(Increase) decrease in:
               
Accrued investment income
   
(504
)
   
-
 
Premiums and agent balances receivable
   
(4,672
)
   
18,726
 
Reinsurance recoverable on paid and unpaid losses
   
(4,542
)
   
(12,806
)
Prepaid reinsurance premiums
   
(3,032
)
   
14,508
 
Deferred policy acquisition costs
   
(2,021
)
   
(3,663
)
Federal Income taxes recoverable and DTA
   
11,605
     
8,985
 
Other assets
   
2,052
     
3,671
 
Increase (decrease) in:
               
Losses and loss adjustment expenses
   
(11,891
)
   
2,478
 
Unearned premiums
   
12,787
     
(15,098
)
Payable to insurance companies
   
1,116
     
(6,223
)
Funds held and reinsurance balances payable
   
(2,855
)
   
5,716
 
Other liabilities
   
(4,356
)
   
(9,170
)
Total adjustments
   
433
     
11,464
 
Net cash provided by operating activities
   
8,751
     
21,820
 
Cash Flows From Investing Activities
               
Purchase of debt securities available for sale
   
(15,325
)
   
(21,392
)
Proceeds from sales and maturities of debt securities available for sale
   
32,163
     
17,805
 
Purchase of equity securities available for sale
   
(10,192
)
   
(10,530
)
Proceeds from sales of equity securities available for sale
   
10,093
     
10,727
 
Capital expenditures
   
(142
)
   
(550
)
Other investing activities
   
465
     
324
 
Net cash provided by (used in) investing activities
   
17,062
     
(3,616
)
Cash Flows From Financing Activities
               
Payments on term loan
   
(1,500
)
   
(1,500
)
Book overdrafts
   
205
     
(115
)
Dividends paid on common stock (1)
   
(1,005
)
   
-
 
Other financing activities
   
6
     
6
 
Net cash used in financing activities
   
(2,294
)
   
(1,609
)
Net increase in cash and cash equivalents
   
23,519
     
16,595
 
Cash and cash equivalents, beginning of period
   
87,531
     
94,776
 
Cash and cash equivalents, end of period
 
$
111,050
   
$
111,371
 
Supplemental Disclosure of Cash Flow Information:
               
Interest paid
 
$
1,622
   
$
1,680
 
Net income taxes received (2)
 
$
(12,018
)
 
$
(8,886
)
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
               
Stock-based employee compensation
 
$
206
   
$
63
 

(1)
Dividends of $1,002 were paid on April 7, 2014

(2)
Tax return refunds were received in first quarter of 2015 and 2014 for $12,018 and $8,886, respectively

The accompanying notes are an integral part of the Consolidated Financial Statements.
 
6

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)

NOTE 1 – Summary of Significant Accounting Policies

Basis of Presentation and Management Representation

The consolidated financial statements include accounts, after elimination of intercompany accounts and transactions, of Meadowbrook Insurance Group, Inc. (the “Company” or “Meadowbrook”), its wholly owned subsidiary Star Insurance Company (“Star”), and Star’s wholly owned subsidiaries, Savers Property and Casualty Insurance Company (“Savers”), Williamsburg National Insurance Company (“Williamsburg”), and Ameritrust Insurance Corporation (“Ameritrust”). The consolidated financial statements also include Meadowbrook, Inc., Crest Financial Corporation, and their respective subsidiaries. In addition, the consolidated financial statements also include ProCentury Corporation (“ProCentury”) and its wholly owned subsidiaries. ProCentury’s wholly owned subsidiaries consist of Century Surety Company (“Century”) and its wholly owned subsidiary ProCentury Insurance Company (“PIC”). In addition, ProCentury Risk Partners Insurance Company, is a wholly owned subsidiary of ProCentury (Star, Savers, Williamsburg, Ameritrust, Century, and PIC are collectively referred to as “Insurance Company Subsidiaries”).

In the opinion of management, the consolidated financial statements reflect all normal recurring adjustments necessary to present a fair statement of the results for the interim period. Preparation of financial statements under generally accepted accounting principles (“GAAP”) requires management to make estimates. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results expected for the full year.

These financial statements and the notes thereto should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission, for the fiscal year ended December 31, 2014.

Revenue Recognition

Premiums written, which include direct, assumed and ceded amounts, are recognized as earned on a pro rata basis over the life of the policy term. Unearned premiums represent the portion of premiums written that are applicable to the unexpired terms of policies in force. Provisions for unearned premiums on reinsurance assumed from others are made on the basis of ceding reports when received and actuarial estimates.

Assumed premium estimates include business where the Company accepts a portion of the risk from a ceding carrier as well as the mandatory assumed pool business from the National Council on Compensation Insurance (“NCCI”), or residual market business.

The Insurance Company Subsidiaries have an agreement with State National Insurance Company, National Specialty Insurance Company and United Specialty Insurance Company (collectively, “SNIC”), whereby certain business from our Insurance Company Subsidiaries is written directly with SNIC and 100% assumed collectively by our Insurance Company Subsidiaries. Our Insurance Company Subsidiaries pay SNIC a 5.5% policy issuance fee, which is reflected as assumed commission expense on the applicable Insurance Company Subsidiaries’ financial statements. For the three months ended March 31, 2015 and March 31, 2014, our Insurance Company Subsidiaries collectively assumed $70.9 million and $75.9 million, respectively, in gross written premium from SNIC. The impact of the SNIC policy issuance fee on the Company’s expense ratio was 2.4% and 2.0% for the three months ended March 31, 2015 and March 31, 2014, respectively.

Fee income, which includes risk management consulting, loss control, and claims services, is recognized during the period that the services are provided. Depending on the terms of the contract, claims processing fees are recognized as revenue over the estimated life of the claims, or the estimated life of the contract. For those contracts that provide services beyond the expiration or termination of the contract, fees are deferred in an amount equal to management’s estimate of the Company’s obligation to continue to provide services in the future.

Commission income, which includes reinsurance placement, is recorded on the later of the effective date or the billing date of the policies on which they were earned. Commission income is reported net of any sub-producer commission expense. Commission adjustments that occur subsequent to the issuance of the policy because of cancellation typically are recognized when the policy is effectively cancelled. Profit sharing commissions from unaffiliated insurance carriers are recognized when determinable, which is when such commissions are received.
 
7

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Income Taxes
 
As of March 31, 2015 and December 31, 2014, the Company did not have any unrecognized tax benefits. As of March 31, 2015 and December 31, 2014, the Company had no accrued interest or penalties related to uncertain tax positions.
 
Recent Accounting Pronouncements

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Loss, or a Tax Credit Carryforward Exists
 
In July 2013, the FASB issued a new standard that requires entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when the uncertain tax position would reduce the net operating loss or other carryforward under the tax law of the applicable jurisdiction and when the entity intends to use the deferred tax asset for that purpose. The new standard is effective for fiscal years and interim periods within those years that begin after December 15, 2013. The Company adopted this new guidance on January 1, 2014. The adoption of the new standard had no material impact on the Company’s consolidated financial statements.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, ‘‘Revenue from Contracts with Customers (Topic 606),’’ (ASU 2014-09), which is intended to improve and converge the financial reporting requirements for revenue contracts with customers. Previous GAAP comprised broad revenue recognition concepts along with numerous industry-specific requirements. The new guidance establishes a five-step model which entities must follow to recognize revenue and removes inconsistencies and weaknesses in existing guidance. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017, and must be retrospectively applied. Entities will have the option of presenting prior periods as impacted by the new guidance or presenting the cumulative effect of initial application along with supplementary disclosures. Early adoption is prohibited. The Company is currently evaluating the impact of adopting ASU 2014-09, but currently does not anticipate it having a material impact on its financial condition and results of operations.

NOTE 2 – Investments
 
The cost or amortized cost, gross unrealized gains, losses, non-credit other-than-temporary impairments (“OTTI”) and estimated fair value of investments in securities classified as available for sale at March 31, 2015 and December 31, 2014 were as follows (in thousands):
 
   
March 31, 2015
 
   
Cost or Amortized Cost
 
Gross Unrealized
 
Estimated Fair Value
 
   
Gains
   
Losses
   
Non-Credit OTTI
 
Debt Securities:
                   
U.S. Government and agencies
 
$
15,161
   
$
491
   
$
(28
)
 
$
-
   
$
15,624
 
Obligations of states and political subs
   
691,663
     
26,699
     
(1,047
)
   
-
     
717,315
 
Corporate securities
   
569,459
     
18,780
     
(1,444
)
   
-
     
586,795
 
Residential mortgage-backed securities
   
96,448
     
1,971
     
(431
)
   
-
     
97,988
 
Commercial mortgage-backed securities
   
18,411
     
309
     
(5
)
   
-
     
18,715
 
Other asset-backed securities
   
19,354
     
650
     
(9
)
   
-
     
19,995
 
Total debt securities available for sale
   
1,410,496
     
48,900
     
(2,964
)
   
-
     
1,456,432
 
Equity Securities:
                                       
Common stock
   
95,851
     
16,909
     
(1,987
)
   
-
     
110,773
 
Total equity securities available for sale
   
95,851
     
16,909
     
(1,987
)
   
-
     
110,773
 
Total securities available for sale
 
$
1,506,347
   
$
65,809
   
$
(4,951
)
 
$
-
   
$
1,567,205
 
 
8

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
   
December 31, 2014
 
   
Cost or Amortized Cost
 
Gross Unrealized
 
Estimated Fair Value
 
   
Gains
   
Losses
   
Non-Credit OTTI
 
Debt Securities:
                   
U.S. Government and agencies
 
$
22,927
   
$
479
   
$
(75
)
 
$
-
   
$
23,331
 
Obligations of states and political subs
   
695,259
     
25,886
     
(2,224
)
   
-
     
718,921
 
Corporate securities
   
569,859
     
14,886
     
(3,728
)
   
-
     
581,017
 
Residential mortgage-backed securities
   
100,477
     
1,886
     
(1,043
)
   
-
     
101,320
 
Commercial mortgage-backed securities
   
19,805
     
262
     
(243
)
   
-
     
19,824
 
Other asset-backed securities
   
19,383
     
585
     
(5
)
   
-
     
19,963
 
Total debt securities available for sale
   
1,427,710
     
43,984
     
(7,318
)
   
-
     
1,464,376
 
Equity Securities:
                                       
Common stock
   
94,371
     
17,217
     
(974
)
   
-
     
110,614
 
Total equity securities available for sale
   
94,371
     
17,217
     
(974
)
   
-
     
110,614
 
Total securities available for sale
 
$
1,522,081
   
$
61,201
   
$
(8,292
)
 
$
-
   
$
1,574,990
 

Gross unrealized gains, losses, and non-credit OTTI on available for sale securities as of March 31, 2015 and December 31, 2014 were as follows (in thousands):
 
   
March 31, 2015
   
December 31, 2014
 
Unrealized gains
 
$
65,809
   
$
61,201
 
Unrealized losses
   
(4,951
)
   
(8,292
)
Non-credit OTTI
   
-
     
-
 
Net unrealized gains
   
60,858
     
52,909
 
Deferred federal income tax expense
   
(21,300
)
   
(18,518
)
Net unrealized gains on investments, net of deferred federal income taxes
 
$
39,558
   
$
34,391
 

Net realized gains (losses including OTTI) on securities, for the three months ended March 31, 2015 and 2014 were as follows (in thousands):
 
   
For the Three Months Ended March 31,
 
   
2015
   
2014
 
Realized gains (losses):
       
Debt securities:
       
Gross realized gains
 
$
5
   
$
316
 
Gross realized losses
   
-
     
-
 
Total debt securities
   
5
     
316
 
Equity Securities:
               
Gross realized gains
   
1,610
     
2,758
 
Gross realized losses
   
(229
)
   
-
 
Total equity securities
   
1,381
     
2,758
 
Net realized gains (losses)
 
$
1,386
   
$
3,074
 
                 
OTTI included in realized losses on securities above
 
$
-
   
$
-
 
 
9

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Proceeds from the sales of debt and equity securities available for sale were $10.1 million and $13.1 million for the three months ended March 31, 2015 and 2014, respectively.
 
At March 31, 2015, the amortized cost and estimated fair value of available for sale debt securities by contractual maturity are shown below. Expected maturities may differ from contractual maturities, because certain borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):
 
   
Available for Sale
 
   
Amortized Cost
Estimated Fair Value
 
Due in one year or less
 
$
47,835
   
$
48,253
 
Due after one year through five years
   
555,599
     
579,522
 
Due after five years through ten years
   
576,134
     
592,129
 
Due after ten years
   
96,716
     
99,831
 
Mortgage-backed securities, collateralized obligations and asset-backed securities
   
134,212
     
136,697
 
   
$
1,410,496
   
$
1,456,432
 

Net investment income for the three months ended March 31, 2015 and 2014 was as follows (in thousands):
 
   
For the Three Months Ended March 31,
 
   
2015
   
2014
 
Net Investment Income Earned From:
       
Debt securities
 
$
10,188
   
$
10,659
 
Equity securities
   
851
     
866
 
Cash and cash equivalents
   
297
     
155
 
Total gross investment income
   
11,336
     
11,680
 
Less investment expenses
   
438
     
419
 
Net investment income
 
$
10,898
   
$
11,261
 

Other-Than-Temporary Impairments of Securities and Unrealized Losses on Investments

Available for sale securities are reviewed for declines in fair value, excluding other-than-temporary declines. For a debt security, if the Company intends to sell a security and it is more likely than not that the Company will be required to sell a debt security before recovery of its amortized cost basis and the fair value of the debt security is below amortized cost, the Company concludes that an OTTI has occurred and the amortized cost is written down to current fair value, with a corresponding charge to realized loss in the Consolidated Statements of Income. If the Company does not intend to sell a debt security and it is not more likely than not that the Company will be required to sell a debt security before recovery of its amortized cost basis, but the present value of the cash flows expected to be collected is less than the amortized cost of the debt security (referred to as the credit loss), the Company concludes that an OTTI has occurred. In this instance, accounting guidance requires the bifurcation of the total OTTI into the amount related to the credit loss, which is recognized in earnings, and the non-credit OTTI, which is recorded in Other Comprehensive Income as an unrealized non-credit OTTI in the Consolidated Statements of Comprehensive Income.
 
10

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
When assessing the Company’s intent to sell a debt security, if it is more likely than not that the Company will be required to sell a debt security before recovery of its cost basis, facts and circumstances such as, but not limited to, decisions to reposition the security portfolio, sales of securities to meet cash flow needs and sales of securities to capitalize on favorable pricing, are evaluated. In order to determine the amount of the credit loss for a debt security, the Company calculates the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows expected to be recovered. The discount rate is the effective interest rate implicit in the underlying debt security upon issuance. The effective interest rate is the original yield or the coupon if the debt security was previously impaired. If an OTTI exists and there is not sufficient cash flows or other information to determine a recovery value of the security, the Company concludes the entire OTTI is credit-related and the amortized cost for the security is written down to current fair value with a corresponding charge to realized loss in the Consolidated Statements of Income.

To determine the recovery period of a debt security, the Company considers the facts and circumstances surrounding the underlying issuer including, but not limited to, the following:

Historical and implied volatility of the security;

Length of time and extent to which the fair value has been less than amortized cost;

Conditions specifically related to the security such as default rates, loss severities, loan to value ratios, current levels of subordination, third party guarantees, and vintage;

Specific conditions in an industry or geographic area;

Any changes to the rating of the security by a rating agency;

Failure, if any, of the issuer of the security to make scheduled payments; and

Recoveries or additional declines in fair value subsequent to the balance sheet date.
 
In periods subsequent to the recognition of an OTTI, the security is accounted for as if it had been purchased on the measurement date of the OTTI. Therefore, for a fixed maturity security, the discount or reduced premium is reflected in net investment income over the contractual term of the investment in a manner that produces a constant effective yield.

For an equity security, if the Company does not have the ability and intent to hold the security for a sufficient period of time to allow for a recovery of the cost of the security in value, the Company concludes that an OTTI has occurred, and the cost of the equity security is written down to the current fair value, with a corresponding charge to realized loss within the Consolidated Statements of Income. When assessing the Company’s ability and intent to hold the equity security to recovery of the cost of the security, the Company considers, among other things, the severity and duration of the decline in fair value of the equity security, and the cause of decline, as well as a fundamental analysis of the liquidity, business prospects and overall financial condition of the issuer.

The Company reviewed its investment portfolio in relation to its OTTI policy and determined the Company did not need to record a credit related OTTI loss, nor recognize a non-credit related OTTI loss in other comprehensive income for the three months ended March 31, 2015 or 2014.
 
11

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
The fair value and amount of unrealized losses segregated by the time period the investment has been in an unrealized loss position were as follows (in thousands):

   
March 31, 2015
 
   
Less than 12 months
   
Greater than 12 months
   
Total
 
   
Number
of
Issues
 
Fair Value of
Investments
with Unrealized
Losses
 Gross
Unrealized
Losses and
Non-Credit
OTTI
   
Number
of
Issues
Fair Value of
Investments
with Unrealized
Losses
Gross
Unrealized
Losses and
Non-Credit
OTTI
   
Number
of
Issues
Fair Value of
Investments
with Unrealized
Losses
Gross
Unrealized
Losses and
Non-Credit
OTTI
 
Debt Securities:
                                   
U.S. Government and agencies
   
1
   
$
990
   
$
(10
)
   
2
   
$
2,497
   
$
(18
)
   
3
   
$
3,487
   
$
(28
)
Obligations of states and political subs
   
28
     
64,460
     
(352
)
   
11
     
32,930
     
(695
)
   
39
     
97,390
     
(1,047
)
Corporate securities
   
30
     
47,737
     
(646
)
   
19
     
38,491
     
(797
)
   
49
     
86,228
     
(1,443
)
Residential mortgage-backed securities
   
3
     
12,690
     
(88
)
   
5
     
21,327
     
(344
)
   
8
     
34,017
     
(432
)
Commercial mortgage-backed securities
   
-
     
-
     
-
     
2
     
4,258
     
(5
)
   
2
     
4,258
     
(5
)
Other asset-backed securities
   
1
     
3,184
     
(7
)
   
2
     
4,010
     
(2
)
   
3
     
7,194
     
(9
)
Total debt securities
   
63
     
129,061
     
(1,103
)
   
41
     
103,513
     
(1,861
)
   
104
     
232,574
     
(2,964
)
Equity Securities:
                                                                       
Common stock
   
27
     
32,918
     
(1,987
)
   
-
     
-
     
-
     
27
     
32,918
     
(1,987
)
Total equity securities
   
27
     
32,918
     
(1,987
)
   
-
     
-
     
-
     
27
     
32,918
     
(1,987
)
Total securities
   
90
   
$
161,979
   
$
(3,090
)
   
41
   
$
103,513
   
$
(1,861
)
   
131
   
$
265,492
   
$
(4,951
)

   
December 31, 2014
 
   
Less than 12 months
   
Greater than 12 months
   
Total
 
   
Number
of
Issues
Fair Value of
Investments
with Unrealized
Losses
Gross
Unrealized
Losses and
Non-Credit
OTTI
   
Number
of
Issues
Fair Value of
Investments
with Unrealized
Losses
Gross
Unrealized
Losses and
Non-Credit
OTTI
   
Number
of
Issues
Fair Value of
Investments
with Unrealized
Losses
Gross
Unrealized
Losses and
Non-Credit
OTTI
 
Debt Securities:
                                   
U.S. Government and agencies
   
-
   
$
-
   
$
-
     
3
   
$
3,440
   
$
(75
)
   
3
   
$
3,440
   
$
(75
)
Obligations of states and political subs
   
14
     
34,918
     
(79
)
   
48
     
150,683
     
(2,145
)
   
62
     
185,601
     
(2,224
)
Corporate securities
   
36
     
88,431
     
(748
)
   
64
     
120,883
     
(2,980
)
   
100
     
209,314
     
(3,728
)
Residential mortgage-backed securities
   
-
     
-
     
-
     
11
     
71,869
     
(1,042
)
   
11
     
71,869
     
(1,043
)
Commercial mortgage-backed securities
   
-
     
-
     
-
     
5
     
13,031
     
(244
)
   
5
     
13,031
     
(243
)
Other asset-backed securities
   
-
     
-
     
-
     
2
     
4,021
     
(5
)
   
2
     
4,021
     
(5
)
Total debt securities
   
50
     
123,349
     
(827
)
   
133
     
363,927
     
(6,491
)
   
183
     
487,276
     
(7,318
)
Equity Securities:
                                                                       
Common stock
   
17
     
18,215
     
(974
)
   
-
     
-
     
-
     
17
     
18,215
     
(974
)
Total equity securities
   
17
     
18,215
     
(974
)
   
-
     
-
     
-
     
17
     
18,215
     
(974
)
Total securities
   
67
   
$
141,564
   
$
(1,801
)
   
133
   
$
363,927
   
$
(6,491
)
   
200
   
$
505,491
   
$
(8,292
)

NOTE 3 – Fair Value Measurements
 
According to accounting guidance for fair value measurements and disclosures, fair value is the price that would be received in the sale of an asset or would be paid in the transfer of a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The guidance establishes a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”).
 
12

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The estimated fair values of the Company’s fixed investment portfolio are based on prices provided by a third party pricing service and a third party investment manager. The prices provided by these services are based on quoted market prices (when available), non-binding broker quotes or matrix pricing. The third party pricing service and the third party investment manager provide a single price or quote per security and the Company has not historically adjusted security prices. The Company obtains an understanding of the methods, models and inputs used by the third party pricing service and the third party investment manager, and has controls in place to validate that the amounts provided represent fair values. The Company’s control process includes, but is not limited to, an initial and ongoing evaluation of the methodologies used, a review of specific securities and an assessment for proper classification within the fair value hierarchy. The hierarchy level assigned to each security in the Company’s available for sale portfolio is based upon its assessment of the transparency and reliability of the inputs used in the valuation as of the measurement date. The three hierarchy levels are defined as follows:

Level 1 – Valuations that are based on unadjusted quoted prices in active markets for identical securities. The fair value of exchange-traded preferred and common equities, and mutual funds included in the Level 1 category were based on quoted prices that are readily and regularly available in an active market. The fair value measurements that were based on Level 1 inputs comprise 7.1% of the fair value of the total investment portfolio.

Level 2 – Valuations that are based on observable inputs (other than Level 1 prices) such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. The fair value of securities included in the Level 2 category were based on the market values obtained from a third party pricing service that were evaluated using pricing models that vary by asset class and incorporate available trade, bid and other observable market information. The third party pricing service monitors market indicators, as well as industry and economic events. The Level 2 category includes corporate bonds, government and agency bonds, asset-backed, residential mortgage-backed and commercial mortgage-backed securities and municipal bonds. The fair value measurements that were based on Level 2 inputs comprise 92.7% of the fair value of the total investment portfolio.

Level 3 – Valuations that are derived from techniques in which one or more of the significant inputs are unobservable and/or involve management judgment and/or are based on non-binding broker quotes. The fair value measurements that were based on Level 3 inputs comprise 0.2% of the fair value of the total investment portfolio.

For corporate, government and municipal bonds, the third party pricing service utilizes a pricing model with standard inputs that include benchmark yields, reported trades, issuer spreads, two-sided markets, benchmark securities, market bids/offers, and other reference data observable in the marketplace. The model uses the option adjusted spread methodology and is a multi-dimensional relational model. All bonds valued under these techniques are classified as Level 2.

For asset-backed, residential mortgage-backed and commercial mortgage-backed securities, the third party pricing service valuation methodology includes consideration of interest rate movements, new issue data, monthly remittance reports and other pertinent data that is observable in the marketplace. This information is used to determine the cash flows for each tranche and identifies the inputs to be used such as benchmark yields, prepayment assumptions and collateral performance. All asset-backed, residential mortgage-backed and commercial mortgage-backed securities valued under these methods are classified as Level 2.

Also included in Level 2 valuation are interest rate swap agreements the Company utilizes to hedge the floating interest rate on its debt, thereby changing the variable rate exposure to a fixed rate exposure for interest on these obligations. The estimated fair value of the interest rate swaps is obtained from the third party financial institution counterparties and measured using discounted cash flow analysis that incorporates significant observable inputs, including the LIBOR forward curve, derivative counterparty spreads, and measurements of volatility.
 
13

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
The Level 3 securities consist of 15 securities totaling $3.3 million or 0.2% of the total investment portfolio. These primarily represent asset-backed securities and corporate debt securities that have a principal protection feature supported by a U.S. Treasury strip. To determine the fair value of these securities, the third party investment manager uses a combination of methods.  Non-binding broker/dealer quotes are used on 1 holding.  Benchmarking techniques based upon industry sector, rating and other factors are used on 14 holdings.

Also included in Level 3 valuation is the conversion feature within the Notes (as defined in Note 5 ~ Derivative Instruments) and the Notes Hedges. The estimated fair values of both the conversion feature and the Notes Hedges are obtained from the third party financial institution counterparties valued using non-binding broker quotations and significant unobservable inputs.

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis, classified by the valuation hierarchy as of March 31, 2015 (in thousands):
 
       
Fair Value Measurements Using
 
   
March 31, 2015
Total
   
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Debt Securities:
               
U.S. Government and agencies
 
$
15,624
   
$
-
   
$
15,624
   
$
-
 
Obligations of states and political subs
   
717,315
     
-
     
717,315
     
-
 
Corporate securities
   
586,795
     
-
     
585,589
     
1,206
 
Residential mortgage-backed securities
   
97,988
     
-
     
97,988
     
-
 
Commercial mortgage-backed securities
   
18,715
     
-
     
18,715
     
-
 
Other asset-backed securities
   
19,995
     
-
     
17,893
     
2,102
 
Total debt securities available for sale
 
$
1,456,432
     
-
     
1,453,124
     
3,308
 
Equity Securities:
                               
Common stock
   
110,773
     
110,773
     
-
     
-
 
Total equity securities available for sale
   
110,773
     
110,773
     
-
     
-
 
Total securities available for sale
 
$
1,567,205
   
$
110,773
   
$
1,453,124
   
$
3,308
 
Derivatives:
                               
Derivatives - interest rate swaps
 
$
1,980
   
$
-
   
$
1,980
   
$
-
 
Cash conversion feature of cash  convertible notes
   
(16,180
)
   
-
     
-
     
(16,180
)
Purchased cash convertible note hedge
   
16,180
     
-
     
-
     
16,180
 
Total derivatives
 
$
1,980
   
$
-
   
$
1,980
   
$
-
 
                                 
Total securities available for sale and derivatives
 
$
1,569,185
   
$
110,773
   
$
1,455,104
   
$
3,308
 
 
14

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
The following table presents changes in Level 3 available for sale investments and derivatives measured at fair value on a recurring basis as of March 31, 2015 (in thousands):
 
   
Fair Value Measurement Using Significant
Unobservable Inputs - Level 3
 
 
   
Commercial
mortgage-backed
and Other asset-
backed securities
   
Corporate
Securities
   
Total
 
Balance as of December 31, 2014
 
$
2,117
   
$
1,171
   
$
3,288
 
                         
Total gains or losses (realized/unrealized):
                       
Included in earnings
   
6
     
13
     
19
 
Included in other comprehensive income
   
2
     
22
     
24
 
                         
Purchases
   
-
             
-
 
Issuances
   
-
             
-
 
Settlements
   
(23
)
           
(23
)
                         
Transfers in and out of Level 3
   
-
             
-
 
Balance as of March 31, 2015
 
$
2,102
   
$
1,206
   
$
3,308
 

There were no credit losses for the period included in earnings attributable to the change in unrealized losses on Level 3 assets still held at the reporting date.

The Company’s policy on recognizing transfers between hierarchy levels is applied at the end of each reporting period. There were no transfers between Levels 1, 2 and 3 for the three months ended March 31, 2015 and 2014, respectively.

NOTE 4 – Debt

Credit Facilities

On August 29, 2012, the Company executed $130.0 million in senior credit facilities (the “Credit Facilities”). The Credit Facilities included a $30.0 million term loan facility and a $100.0 million revolving credit facility.

On September 19, 2013, the Company amended the Credit Facilities pursuant to a Second Amendment to Credit Agreement and Waiver (the “Amendment”). Under the Amendment, the term loan facility continues to have a four year term and the same amortization period. As of March 31, 2015, the outstanding balance on the Company’s term loan facility was $15.0 million. The Amendment reduced available borrowing under the revolving credit facility from $100.0 million to $30.0 million with further periodic reductions to $21.0 million as of March 31, 2016, less any optional reductions to the revolving commitments. The Amendment also established an amortization schedule for the revolving credit facility beginning on September 30, 2014. The Company has $15.0 million outstanding under its revolving credit facility and $0.1 million in letters of credit as of March 31, 2015. The undrawn portion of the revolving credit facility, which was $6.9 million as of March 31, 2015, is available to finance working capital and for other general corporate purposes, including but not limited to, surplus contributions to its Insurance Company Subsidiaries to support premium growth or strategic acquisitions. On December 30, 2014, in connection with the proposed transaction with Fosun, the parties to the Credit Agreement entered into a letter agreement amending the definition of “Change of Control” therein by removing from such definition the entry by Meadowbrook into a contract that would result in an acquisition of Meadowbrook.

The principal amount outstanding under the Credit Facilities provides for interest at either the Alternative Base Rate (“ABR”) or the London interbank offered rate (“LIBOR”). ABR borrowings under the Credit Facilities will bear interest at the greatest of (a) the Administrative Agent’s prime rate, (b) the federal funds effective rate plus 0.5%, or (c) the adjusted LIBOR for a one-month period plus 1.0%, in each case, plus a margin that is adjusted on the basis of the Company’s consolidated leverage ratio. Eurodollar borrowings under the Credit Facilities will bear interest at the adjusted LIBOR for the interest period in effect plus a margin that is adjusted on the basis of Company’s consolidated leverage ratio. In addition, the Credit Facilities provide for an unused facility fee ranging between twenty-five basis points and thirty-seven and a half basis points, based on the Company’s consolidated leverage ratio as defined by the Credit Facilities. At March 31, 2015, the interest rate on the Company’s term loan was 2.81%, which consisted of a variable rate of 0.31%, plus an applicable margin of 2.50%. At March 31, 2015, the interest rate on the Company’s revolving credit facility was approximately 0.31%, plus a 2.50% margin.
 
15

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Additionally, under the Amendment, the financial covenants applicable to the Credit Facilities consist of: (1) minimum consolidated net worth of $365,697,000 as of the effective date of the Amendment, with quarterly increases thereafter of the sum of (a) seventy-five percent of positive net income and (b) seventy-five percent of increases in shareholders’ equity by reason of the issuance and sale of equity interests, if any, (2) minimum Risk Based Capital Ratio for all material Insurance Company Subsidiaries of 1.75 times Company Action Level, (3) maximum permitted consolidated leverage ratio of 0.35 to 1.00 at any time on or after September 30, 2014, (4) minimum consolidated fixed charge coverage ratio of 1.25 to 1.00, and (5) minimum A.M. Best rating of “B++” for all Insurance Company Subsidiaries. As of March 31, 2015, the Company was in compliance with these debt covenants.

FHLBI

During 2011, certain of the Insurance Company Subsidiaries (Star, Williamsburg and Ameritrust) became members of the Federal Home Loan Bank of Indianapolis (“FHLBI”). As a member of the FHLBI, these subsidiaries have the ability to borrow on a collateralized basis at relatively low borrowing rates providing a source of liquidity. As of March 31, 2015 and 2014, the Company had borrowed $30.0 million from the FHLBI after pledging as collateral residential mortgage-backed securities (“RMBS”) having a carrying value of $34.3 million, and making a FHLBI common stock investment of approximately $1.6 million. The Company has the ability to increase its borrowing capacity through purchasing additional investments in FHLBI and pledging additional securities. The Company retains all the rights regarding the collateralized RMBS.

Debentures

The following table summarizes the principal amounts and variables associated with the Company’s debentures (in thousands):
 
Year of
Issuance
Description
Year
Callable
Year Due
Interest Rate Terms
 
Interest
Rate at
March 31,
2015 (1)
   
Principal
Amount
 
2003
Junior subordinated debentures
2008
2033
Three-month LIBOR, plus 4.05%
   
4.33
%
 
$
10,310
 
2004
Senior debentures
2009
2034
Three-month LIBOR, plus 4.00%
   
4.26
%
   
13,000
 
2004
Senior debentures
2009
2034
Three-month LIBOR, plus 4.20%
   
4.46
%
   
12,000
 
2005
Junior subordinated debentures
2010
2035
Three-month LIBOR, plus 3.58%
   
3.85
%
   
20,620
 
Junior subordinated debentures (2)
2007
2032
Three-month LIBOR, plus 4.00%
   
4.26
%
   
15,000
 
Junior subordinated debentures (2)
2008
2033
Three-month LIBOR, plus 4.10%
   
4.36
%
   
10,000
 
               
Total
   
$
80,930
 
 
(1) The underlying three-month LIBOR rate varies as a result of the interest rate reset dates used in determining the three-month LIBOR rate, which varies for each long-term debt item each quarter.

(2) Represents the junior subordinated debentures acquired in conjunction with our merger with ProCentury (the “ProCentury Merger”) on July 31, 2008.
 
Excluding the junior subordinated debentures acquired in conjunction with the ProCentury Merger, the Company received a total of $53.3 million in net proceeds from the issuances of the above long-term debt, of which $26.2 million was contributed to the surplus of its Insurance Company Subsidiaries and the remaining balance was used for general corporate purposes.

The junior subordinated debentures issued in 2003 and 2005 were issued in conjunction with the issuance of $10.0 million and $20.0 million in mandatory redeemable trust preferred securities to a trust formed by an institutional investor from the Company’s unconsolidated subsidiary trusts, Meadowbrook Capital Trust I and Meadowbrook Capital Trust II, respectively.
 
16

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
The junior subordinated debentures acquired in the ProCentury Merger were issued in conjunction with the issuance of $15.0 million and $10.0 million in floating rate trust preferred securities to a trust formed from the Company’s unconsolidated trust, ProFinance Statutory Trust I and ProFinance Statutory Trust II.

The junior subordinated debentures are unsecured obligations of the Company and are junior to the right of payment to all senior indebtedness of the Company. The Company has guaranteed that the payments made to the four trusts mentioned above will be distributed to the holders of the respective trust preferred securities.

The Company estimates that the fair value of the above mentioned junior subordinated debentures and senior debentures issued approximate the gross proceeds of cash received at the time of issuance.

Cash Convertible Senior Notes

On March 18, 2013, the Company issued $100.0 million of 5.0% cash convertible senior notes (the “Notes”), which mature on March 15, 2020. Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2013. Until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes solely into cash at any time on or after September 15, 2019 or earlier under certain circumstances determined by: (i) the market price of the Company’s stock, (ii) the trading price of the Notes, or (iii) the occurrence of specified corporate transactions. The Notes are not convertible into Meadowbrook common stock or any other securities under any circumstances. The initial conversion rate was 108.8732 shares of common stock per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $9.18 per share), subject to adjustment upon the occurrence of certain events. Additionally, in the event of a fundamental change, the holders may require the Company to repurchase the Notes for a cash price equal to 100% of the principal, plus any accrued and unpaid interest. The proceeds from the issuance of the Notes were bifurcated into a debt component and an embedded conversion option component.

Due to the bifurcation, the debt component reflects an original issue discount (“OID”) of $12.9 million which will be amortized into interest expense over the term of the Notes. After considering the contractual interest payments and amortization of the OID, the Notes’ effective interest rate is 7.4%.

The following table shows the amounts recorded for the debt component of the Notes as of March 31, 2015 and December 31, 2014 (in thousands):
 
   
March 31,
2015
   
December 31,
2014
 
Outstanding principal
 
$
100,000
   
$
100,000
 
Unamortized OID
   
(9,816
)
   
(10,218
)
Total debt component
 
$
90,184
   
$
89,782
 
 
Deferred issuance costs of $3.7 million will also be amortized into interest expense over the term of the Notes. Interest expense on the Notes, including amortization of deferred issuance costs, was $1.8 million for the three months ended March 31, 2015.

As the conversion feature is structured under the cash settlement method, the embedded conversion option is reported as a derivative liability.

In connection with the offering of the Notes, the Company also entered into cash convertible senior notes hedge transactions (the “Note Hedges”) and warrant transactions (the “Warrants”) with respect to its common stock with certain counter-parties. Upon conversion of the Notes, the Note Hedges are intended to offset potential cash payments in excess of the principal of the Notes. The Note Hedges and Warrants are separate transactions, entered into by the Company with certain counter-parties and are not part of the terms of the Notes.

The Company paid $12.9 million for the Note Hedges, which are exercisable upon conversion of the Notes. The Note Hedges are structured under the cash settlement method and are accounted for as a derivative asset.
 
17

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
The Company received $3.0 million for the Warrants sold to certain counter-parties. The Warrants have a strike price of $11.69 and will be net share settled, meaning the Company will issue a number of shares per Warrant corresponding to the difference between its share price on each Warrant exercise date and the exercise price. The Warrants meet the definition of derivatives under the guidance in Accounting Standards Codification (ASC) 815; however, because these instruments have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification, the Warrants have been accounted for as an adjustment to the Company’s paid-in-capital.

If the market value per share of the Company’s common stock exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on the Company’s net income per share and the Company will use the “treasury stock” method in calculating the dilutive effect on earnings per share.

NOTE 5 – Derivative Instruments

The Company has entered into interest rate swap transactions to mitigate its interest rate risk on its existing debt obligations. These interest rate swap transactions have been designated as cash flow hedges and are deemed highly effective hedges. These interest rate swap transactions are recorded at fair value on the balance sheet, with gross unrealized gains reported as other assets and gross unrealized losses reported as other liabilities. The effective portion of the changes in fair value is accounted for within other comprehensive income. The interest differential to be paid or received is accrued and recognized as an adjustment to interest expense.

The following table summarizes the rates and amounts associated with the Company’s interest rate swaps (in thousands):
 
Effective
Date
Expiration
Date
Debt Instrument
Counterparty Interest Rate Terms
 
Fixed Rate
   
Fixed
Amount at
March 31,
2015
 
9/8/2010
5/24/2016
Senior debentures
Three-month LIBOR, plus 4.20%
   
6.248
%
 
$
5,000
 
9/16/2010
9/15/2015
Junior subordinated debentures
Three-month LIBOR, plus 3.58%
   
6.160
%
   
10,000
 
9/16/2010
9/15/2015
Junior subordinated debentures
Three-month LIBOR, plus 3.58%
   
6.190
%
   
10,000
 
5/24/2011
5/24/2016
Senior debentures
Three-month LIBOR, plus 4.20%
   
6.472
%
   
7,000
 
9/28/2012
8/30/2016
Term loan (1)
Three-month LIBOR
   
0.714
%
   
15,000
 
4/29/2013
4/29/2023
Senior debentures
Three-month LIBOR, plus 4.00%
   
6.250
%
   
13,000
 
6/30/2013
6/30/2023
Junior subordinated debentures
Three-month LIBOR, plus 4.05%
   
6.340
%
   
10,000
 
8/15/2013
8/15/2023
Junior subordinated debentures (2)
Three-month LIBOR
   
2.180
%
   
10,000
 
9/4/2013
9/4/2023
Junior subordinated debentures (2)
Three-month LIBOR
   
2.270
%
   
15,000
 
            
Total
   
$
95,000
 
 
(1) The Company is required to make fixed rate interest payments on the current balance of the term loan, amortizing in accordance with the term loan amortization schedule. The Company fixed only the variable interest portion of the loan. The actual interest payments associated with the term loan also include an additional rate of 2.50% in accordance with the Credit Facilities.

(2) The Company fixed only the variable interest portion of the debt. The actual interest payments associated with the debentures also include an additional rate of 4.10% and 4.00% on the $10.0 million and $15.0 million debentures, respectively.

In relation to the above interest rate swaps, the net interest expense incurred was approximately $0.4 million for the three months ended March 31, 2015 and $0.4 million for the three months ended March 31, 2014.

As of March 31, 2015, the total fair value of the interest rate swaps reflects a gross unrealized loss position of ($2.0 million). As of December 31, 2014, the total fair value of the interest rate swaps reflects a gross unrealized loss position of ($1.2 million). At March 31, 2015 and December 31, 2014, accumulated other comprehensive income included accumulated loss on the cash flow hedge, net of taxes, of approximately ($1.3 million) and accumulated loss on the cash flow hedge, net of taxes, of approximately ($0.8) million, respectively. The Company does not net the unrealized gains and losses in the financial statements.
 
18

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Cash Convertible Senior Notes and Note Hedges

As discussed in Note 4 ~ Debt, the Company issued the Notes.  Holders may convert their cash convertible notes subject to certain conversion provisions.  In order to offset the risk associated with the cash conversion feature, the Company entered into the Notes Hedges with certain counterparties.  Both the cash conversion feature and the purchased convertible note hedges are measured at fair value with gains and losses recorded in the Company’s Consolidated Statements of Income.

At March 31, 2015, the cash conversion feature of the Notes had a fair market value of ($16.2 million) and the Note Hedges had a fair market value of $16.2 million.

NOTE 6 – Restricted and Non-Restricted Stock Awards

On February 23, 2011 and 2010, the Company issued 28,500 and 202,500 restricted stock awards, respectively, to named executive officers and other members of management of the Company, out of its 2002 Amended and Restated Stock Option Plan (the “Plan”). No restricted stock awards were issued in years 2012 through 2015. The restricted stock awards vest over a four year period, with the first twenty percent vesting immediately on the date issued (i.e., February 23) and the remaining eighty percent vesting annually on a straight line basis over the requisite four year service period. The unvested restricted stock awards are subject to forfeiture in the event the employee is terminated for “Good Cause” or voluntarily resigns his or her employment without “Good Reason”; as provided for in the employee’s respective employment agreements. The Company recorded approximately $8,000 and $54,000 of restricted stock awards compensation expense for the three months ended March 31, 2015 and 2014, respectively.   The restricted stock awards issued were fully vested at March 31, 2015.  The total compensation costs related to the non-vested portion of the awards that have not been recognized as of March 31, 2014 were approximately $49,000. The 2002 Amended and Restated Stock Option Plan expired in 2012 so any future award will be issued out of the Company’s 2009 Equity Compensation Plan, which was previously approved by shareholders.

On February 20, 2015, and February 13, 2014, respectively, the Company issued an award of 2,994 and 2,400 shares of non-restricted stock to each outside member of the Board of Directors, which vested immediately.  The Company recorded approximately $200,000 and $120,000 of non-restricted stock awards compensation expense for the three months ended March 31, 2015 and 2014, respectively.

NOTE 7 – Shareholders’ Equity

At March 31, 2015, shareholders’ equity was $470.1 million, or a book value of $9.34 per common share, compared to $457.6 million, or a book value of $9.14 per common share, at December 31, 2014.

When evaluating the declaration of a dividend, the Company’s Board of Directors considers a variety of factors including, but not limited to, cash flow, liquidity needs, results of operations, industry conditions, and our overall financial condition. As a holding company, the ability to pay cash dividends is partially dependent on dividends and other permitted payments from its Insurance Company Subsidiaries. Additionally, pursuant to the Amendment (Note 4 ~ Debt) the Company cannot pay quarterly dividends in excess of the lesser of $0.02 per share or $1.25 million in the aggregate without the bank’s prior approval.

The Company paid dividends to its common shareholders of $1.0 million in the quarter ended March 31, 2015 and had a cash dividend payable of $1.0 million at March 31, 2014.

On May 5, 2015, the Company’s Board of Directors declared a quarterly dividend of $0.02 per common share. The dividend is payable on June 1, 2015, to shareholders of record as of May 21, 2015.
 
19

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
NOTE 8 – Earnings Per Share

Basic earnings per share are based on the weighted average number of common shares outstanding during the year, while diluted earnings per share includes the weighted average number of common shares and potential dilution from shares issuable pursuant to stock awards using the treasury stock method.

The following table is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three months ended March 31, 2015 and 2014 (in thousands, except per share amounts):

   
For the Three Months
Ended March 31,
 
   
2015
   
2014
 
Net income
 
$
8,318
   
$
10,356
 
                 
Common shares:
               
Basic
               
Weighted average shares outstanding
   
50,185,430
     
49,976,073
 
                 
Diluted
               
Weighted average shares outstanding
   
50,185,430
     
49,976,073
 
Dilutive effect of:
               
Share awards under long term incentive plan
   
-
     
8,670
 
Total
   
50,185,430
     
49,984,743
 
                 
Net income per common share
               
Basic
 
$
0.17
   
$
0.21
 
Diluted
 
$
0.17
   
$
0.21
 
 
NOTE 9 – Commitments and Contingencies

The Company and its subsidiaries are subject at times to various claims, lawsuits and proceedings relating principally to alleged errors or omissions in the placement of insurance, claims administration, consulting services and other business transactions arising in the ordinary course of business. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Most of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by the policy of insurance at issue. We account for such activity through the establishment of unpaid loss and loss expense reserves. We also maintain errors and omissions insurance and extra-contractual coverage under reinsurance treaties related to the policy of insurance at issue or other appropriate insurance. In terms of any retentions or deductibles associated with such insurance, the Company has established accruals for such retentions or deductibles, when necessary, based upon current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss is reasonably estimable; then an accrual for the costs to resolve these claims is recorded by the Company in the accompanying consolidated balance sheets. Period expenses related to the defense of such claims are included in the accompanying consolidated statements of income. Management, with the assistance of outside counsel, adjusts such provisions according to new developments or changes in the strategy in dealing with such matters. On the basis of current information, the Company does not believe that there is a reasonable possibility that, other than with regard to the arbitration described below, any material loss exceeding amounts already accrued, if any, will result from any of the claims, lawsuits and proceedings to which the Company is subject to, either individually, or in the aggregate.
 
20

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Arbitration

The Company purchased a three year underlying per occurrence excess of loss reinsurance agreement (the “Retention Buy Down Treaty”) from a reinsurer (the “Reinsurer”), which reinsured the Company’s statutory workers’ compensation business for the period of January 1, 1999 through January 1, 2002. Under the Retention Buy Down Treaty, the Company ceded losses to the Reinsurer of approximately $42.6 million. The Company was also a party to an unrelated excess of loss treaty with another reinsurer for its workers’ compensation business covering the same periods (the “Excess of Loss Treaty”). Under the Excess of Loss Treaty, the Company’s retention was $250,000 per occurrence. The Company purchased the Retention Buy Down Treaty to reduce its $250,000 existing per occurrence retention to $100,000. In approximately 2008, a dispute arose between the Company and the Reinsurer as to how the Retention Buy Down Treaty applied to certain losses. When the Company and the Reinsurer could not come to a mutual understanding, the Company initiated arbitration proceedings requesting payment of its outstanding balance. On July 23, 2013, the arbitration panel issued an interim final award finding the Retention Buy Down Treaty did not include certain losses that the Company believed were subject to the Retention Buy Down Treaty.

During the arbitration, the Reinsurer sought from the Company an award of $1.6 million. This amount reflected the difference between what the Company claimed was due from the Reinsurer ($2.9 million) and what the Reinsurer claimed it was due back from the Company ($4.5 million). The panel awarded the Reinsurer $1.6 million, and $2.0 million in interest, plus attorney’s fees. Based upon the panel’s interpretation of the Retention Buy Down Treaty, the Company was required to reverse certain of its ceded incurred losses due from the Reinsurer. The Company recorded this change in ceded incurred losses during the second quarter of 2013. Notwithstanding the panel’s netting of the outstanding balances, the panel requested the Company submit additional documentation listing all programs covered by the Retention Buy Down Treaty and the Company's retained limit for each program. The Reinsurer was allowed to respond and submit its bill for attorney’s fees. The Company paid the $1.6 million and $2.0 million in interest, as required by the interim final award. On August 6, 2013, the Company submitted the above-mentioned additional documentation.

On August 9, 2013 the Reinsurer argued the Company’s submission was non-compliant. On August 12, 2013 and August 13, 2013, the panel (by majority) issued two orders: (1) the first order determined the Company’s submission of August 6, 2013 was non-compliant; and (2) the second order modified the terms of the interim final award and limited the submissions to documents previously produced in the arbitration.

The Company filed a complaint in state court to vacate and/or modify the interim final award.

On August 21, 2013, the Company brought a Motion to Stay Proceedings before the panel, because it had discovered evidence of what it believed were improper ex parte contacts between the Reinsurer’s lawyer and the arbitrator appointed by the Reinsurer. On August 29, 2013, the panel (by majority) denied the Company’s Motion to Stay Proceedings.

Subsequently, the Company filed a Motion to Stay the Arbitration in the state court requesting discovery to investigate what the Company believed was a “tainted” arbitration panel. The Reinsurer removed the case to the United States District Court for the Eastern District of Michigan.

On September 4, 2013, the Reinsurer filed a response to the Company’s submission before the panel seeking an additional $25 million in damages from the Company. On September 10, 2013, the Company filed a motion seeking a preliminary injunction from the federal court requesting the court enjoin the panel from issuing any further decisions.

On September 12, 2013, the federal court granted the Company’s preliminary injunction enjoining the panel from issuing any further decisions, finding the Company would likely succeed on its underlying complaint seeking to vacate the interim final award due to the strong evidence of: (1) improper ex parte communications between the arbitrator appointed by the Reinsurer and its lawyer; (2) a breach of the arbitration provision within the Retention Buy Down Treaty, because the Reinsurer’s arbitrator and the neutral arbitrator issued two substantive orders without the knowledge or input from the Company’s arbitrator; and (3) failing to disclose to the Company certain relationships between the Reinsurer and its arbitrator.

The Reinsurer appealed the preliminary injunction. On April 9, 2014, the Sixth Circuit Court of Appeals issued an opinion and order finding the trial court did not have jurisdiction to issue its preliminary injunction enjoining the panel. The appellate court found that the Company could challenge the fairness of the proceedings and partiality of the arbitrators after a final award was issued.
 
21

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
On July 25, 2014, the panel issued its final award. The panel (by majority) awarded the reinsurer approximately $10.9 million, plus interest. The Company immediately filed a complaint in federal district court to vacate and/or modify the arbitration award(s) for the same reasons the court previously granted the Company’s request for a preliminary injunction : (1) improper ex parte communications between the arbitrator appointed by the Reinsurer and its lawyer; (2) breach of the Retention Buy Down Treaty’s arbitration provision because the Reinsurer’s arbitrator and the neutral arbitrator issued two substantive orders without input from the Company’s arbitrator; and (3) failure to disclose to the Company certain relationships between the Reinsurer and its arbitrator. In addition, the following additional grounds were included in the complaint: (1) financial conflict of interest on the part of the Reinsurer’s arbitrator; (2) breach of the Retention Buy Down Treaty’s arbitration provision because the Reinsurer’s arbitrator was not a “disinterested” arbitrator and was “under the control of” the Reinsurer; (3) evident partiality of the neutral arbitrator; (4) failure to consider material evidence, in accordance with Michigan law; (5) improper interpretation and re-writing of the treaty; and (6) improper award of interest and attorney fees contrary to Michigan law.

On March 31, 2015, the federal district denied in part the Company’s motion to vacate and/or modify the arbitration awards.  The court confirmed the prior arbitration awards in the amount of $17.9 million, which included the Reinsurer’s claim for interest and attorney’s fees.  However, the court ordered the parties to arbitration for possible modification of prejudgment interest. Consistent with the court’s opinion, the Company has demanded arbitration.  The Company has also filed a notice of appeal from the district court’s confirmation of the arbitration awards. The Reinsurer has filed a cross appeal from the court’s ruling on prejudgment interest. The Company intends to vigorously pursue its appeal. The Company continues to believe it will succeed upon the merits; however, given the inherent uncertainty surrounding the conclusion of this proceeding, an adverse outcome in this matter could have a material impact on our results of operations or cash flows on a particular quarter or annual period. If this matter is resolved against the Company, we currently estimate the Company would suffer a maximum loss of up to approximately $17.9 million inclusive of interest, attorney fees and costs.

Settlement of Merger-Related Litigation

On December 30, 2014, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Miracle Nova II (US), LLC, a Delaware limited liability company (“Parent”), and Miracle Nova III (US), Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).  The Merger Agreement provides for, subject to the satisfaction or waiver of specified conditions, the acquisition of the Company by Parent at a price of $8.65 per share in cash pursuant to a merger (the “Merger”) of Merger Sub with and into the Company.

Following announcement of the Merger Agreement, two purported shareholders of the Company each filed a putative class action complaint in the United States District Court for the Eastern District of Michigan on behalf of a purported class of shareholders.  The complaints named Meadowbrook, each current director of the Company, a former director of the Company, Fosun International Limited, Parent and Merger Sub as defendants, and were subsequently consolidated (the “Litigation”). On April 20, 2015, the Company and each of the other defendants entered into a Memorandum of Understanding with the plaintiffs providing for the settlement of the Litigation.  In the Memorandum of Understanding, the Company agreed to make certain supplemental disclosures to the definitive proxy statement of the Company dated March 25, 2015 relating to the Merger and the Merger Agreement (the “Proxy Statement”), which were made by issuance of a Form 8-K on April 21, 2015. The Memorandum of Understanding contemplates completion of certain confirmatory discovery by the plaintiffs, following which the parties will enter into a stipulation of settlement providing for settlement of the Litigation, subject to notice to the class, certification of the class by the court, and court approval of the fairness, reasonableness and adequacy of the settlement. If approved by the court, the settlement will resolve and release all claims that were, or could have been, brought in any of the actions challenging any aspect of the Merger, the Merger Agreement, and any disclosure made in connection therewith (but excluding claims for appraisal made by shareholders of Meadowbrook in accordance with the Michigan Business Corporation Act), as more fully described in the notice to be provided to the class. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve the settlement even if the parties were to enter into such stipulation. If the court does not approve the settlement, such proposed settlement, as contemplated by the Memorandum of Understanding, may be terminated.
 
22

MEADOWBROOK INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
NOTE 10 – Accumulated Other Comprehensive Income

The Company’s comprehensive income includes net earnings plus unrealized gain or loss on available-for-sale investment securities, net of tax. In reporting comprehensive earnings on a net basis in the income statement, we used a 35 percent tax rate. The following table illustrates the amounts reclassified from accumulated other comprehensive income:

Reclassifications out of accumulated other comprehensive income: Three Months Ended March 31, 2015 (in thousands)
 
Details about accumulated other
comprehensive income components
 
Amount reclassified from accumulated
other comprehensive income
 
Affected line item in the statement
where net income is presented
Unrealized gain or loss on available for sale securities
       
   
$
1,318
 
Net realized gains
     
(461
)
Tax expense
   
$
857
 
Net of tax
 
Reclassifications out of accumulated other comprehensive income: Three Months Ended March 31, 2014 (in thousands)
 
Details about accumulated other
comprehensive income components
 
Amount reclassified from accumulated
other comprehensive income
 
Affected line item in the statement
where net income is presented
Unrealized gain or loss on available for sale securities
       
   
$
3,025
 
Net realized gains
     
(1,059
)
Tax expense
   
$
1,966
 
Net of tax
 
23

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
For the Periods ended March 31, 2015 and 2014

Forward-Looking Statements

This quarterly report may provide information including certain statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements regarding the intent, belief, or current expectations of management, including, but not limited to, those statements that use the words “believes,” “expects,” “anticipates,” “estimates,” or similar expressions. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, and results could differ materially from those indicated by such forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: actual loss and loss adjustment expenses exceeding our reserve estimates; competitive pressures in our business; the failure of any of the loss limitation methods we employ; a failure of additional capital to be available or only available on unfavorable terms; our geographic concentration and the business and economic conditions, natural perils, man made perils, and regulatory conditions within our most concentrated region; our ability to appropriately price the risks we underwrite; goodwill impairment risk employed as part of our growth strategy; actions taken by regulators, rating agencies or lenders, including the impact of the downgrade by A.M. Best of the Company’s Insurance Company Subsidiaries’ financial strength rating, A.M. Best’s downgrade of our issuer credit rating and any other future action by A.M. Best with respect to such ratings; increased risks or reduction in the level of our underwriting commitments due to market conditions; a failure of our reinsurers to pay losses in a timely fashion, or at all; interest rate changes; continued difficult conditions in the global capital markets and the economy generally; market and credit risks affecting our investment portfolio; liquidity requirements forcing us to sell our investments; a failure to introduce new products or services to keep pace with advances in technology; the new federal financial regulatory reform; our holding company structure and regulatory constraints restricting dividends or other distributions by our Insurance Company Subsidiaries; minimum capital and surplus requirements imposed on our Insurance Company Subsidiaries; our reliance upon producers, which subjects us to their credit risk; loss of one of our core selected producers; our dependence on the continued services and performance of our senior management and other key personnel; our reliance on our information technology and telecommunications systems; managing technology initiatives and obtaining the efficiencies anticipated with technology implementation; a failure in our internal controls; the cyclical nature of the property and casualty insurance industry; severe weather conditions and other catastrophes; the effects of litigation, including the previously disclosed arbitration and class action litigation or any similar litigation which may be filed in the future; state regulation; assessments imposed upon our Insurance Company Subsidiaries to provide funds for failing insurance companies, and risks and uncertainties relating to the proposed transaction with Fosun, including uncertainties as to the timing of the transaction; the risk that regulatory or other approvals required for the transaction are not obtained or are obtained subject to conditions that are not anticipated; competitive responses to the transaction; litigation relating to the transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; and disruption from the proposed transaction making it more difficult to maintain relationships with agents, wholesalers, suppliers, customers, policyholders and regulators.

For additional information with respect to certain of these and other factors, refer to the Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent filings made with the United States Securities and Exchange Commission. We are not under any obligation to (and expressly disclaim any obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

Business Overview

We are a specialty niche focused commercial insurance underwriter, which also owns and operates insurance agencies and an insurance administration services company. We recognize revenue related to the services and coverages within the following categories: net earned premiums, management administrative fees, claims fees, commission revenue, net investment income, and net realized gains (losses).

We market and underwrite specialty property and casualty insurance programs and products on both an admitted and non-admitted basis through a broad and diverse network of independent retail agents, wholesalers, program administrators and general agents, who value service, specialized knowledge, and focused expertise. Program business refers to an aggregation of individually underwritten homogeneous risks that have similar characteristics and are distributed through a select group of agents. We seek to combine profitable underwriting, income from our net commissions and fees, investment returns and efficient capital management to deliver consistent long-term growth in shareholder value.
 
24

Through our agency operations, we also generate commission revenue, which represents 3.3% of our total consolidated revenues. Our agencies are located in Michigan, California, Massachusetts, and Florida and produce commercial, personal lines, life and accident and health insurance which are placed primarily with unaffiliated insurance carriers. Although our agencies are a minimal source of business for our Insurance Company Subsidiaries, the agency operations remain a core strategy enabling us to balance our sources of revenue and better understand the needs of independent agents within our own insurance carrier operations.

We compete in the specialty insurance market. Our wide range of specialty niche insurance expertise allows us to accommodate a diverse distribution network ranging from specialized program agents to insurance brokers. In the specialty market, competition tends to place considerable focus on availability, service and other tailored coverages in addition to price. Moreover, our broad geographical footprint enables us to function with a local presence on both a regional and national basis. We also have the capacity to write specialty insurance in both the admitted and non-admitted markets. These unique aspects of our business model enable us to compete on factors other than price.

Critical Accounting Policies

In certain circumstances, we are required to make estimates and assumptions that affect amounts reported in our consolidated financial statements and related footnotes. We evaluate these estimates and assumptions periodically on an on-going basis based on a variety of factors. There can be no assurance, however, that actual results will not be materially different than our estimates and assumptions, and that reported results of operation will not be affected by accounting adjustments needed to reflect changes in these estimates and assumptions. The accounting estimates and related risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the United States Securities and Exchange Commission on March 2, 2015, are those that we consider to be our critical accounting estimates. For the three months ended March 31, 2015, there have been no material changes in regard to any of our critical accounting estimates.

Non-GAAP Financial Measures

Statutory Surplus

Statutory surplus is a non-GAAP measure with the most directly comparable financial GAAP measure being shareholders’ equity. The following is a reconciliation of statutory surplus to shareholders’ equity:
 
Meadowbrook Insurance Group, Inc.
Consolidated Statutory Surplus to GAAP Shareholders' Equity
For Period Ending: March 31, 2015
(in thousands)
 
Statutory Consolidated Surplus
     
$
519,054
 
             
Statutory to GAAP differences:
           
Deferred policy acquisition costs
   
62,883
         
Unrealized gain on investments
   
30,062
         
Non-admitted assets and other
   
(19,156
)
       
                 
Total Statutory to GAAP differences
           
73,789
 
                 
Total Non-Regulated Entities (1)
           
(122,788
)
                 
GAAP Consolidated Shareholders' Equity
         
$
470,055
 
 
(1)
Total includes $80,930 of debentures and $120,184 of debt
 
25

Net Operating Income and Net Operating Income Per Share
 
Net operating income and net operating income per share are non-GAAP measures that represent net income excluding net realized gains or loss, net of tax. The most directly comparable financial GAAP measures to net operating income and net operating income per share are net income and net income per share, respectively. Net operating income and net operating income per share are intended as supplemental information and are not meant to replace net income or net income per share. Net operating income and net operating income per share should be read in conjunction with the GAAP financial results. The following is a reconciliation of net operating income to net income, as well as net operating income per share to net income per share:

   
For the Three Months
Ended March 31,
 
   
2015
   
2014
 
   
(In thousands, except share
and per share data)
 
Net operating income
 
$
7,461
   
$
8,390
 
Net realized gains, net of tax
   
857
     
1,966
 
Net income
 
$
8,318
   
$
10,356
 
                 
Diluted earnings per common share:
               
Net operating income
 
$
0.15
   
$
0.17
 
Net income
 
$
0.17
   
$
0.21
 
Diluted weighted average common shares outstanding
   
50,185,430
     
49,984,743
 
 
We use net operating income and net operating income per share as components to assess our performance and as measures to evaluate the results of our business. We believe these measures provide investors with valuable information relating to our ongoing performance that may be obscured by the net effect of realized gains and losses as a result of our market risk sensitive instruments, which primarily relate to fixed income securities that are available for sale and not held for trading purposes. Realized gains and losses may vary significantly between periods and are generally driven by external economic developments, such as capital market conditions. Accordingly, net operating income excludes the effect of items that tend to be highly variable from period to period and highlights the results from our ongoing business operations and the underlying loss or profitability of our business. We believe that it is useful for investors to evaluate net operating income and net operating income per share, along with net income and net income per share, when reviewing and evaluating our performance.

Combined Ratio

The combined loss and expense ratio (or combined ratio), expressed as a percentage, is the key measure of underwriting profitability traditionally used in the property and casualty insurance business. The combined ratio is a statutory (non-GAAP) accounting measurement, which represents the sum of (i) the ratio of losses and loss expenses to premiums earned (loss ratio), plus (ii) the ratio of underwriting expenses to premiums written (expense ratio). The combined ratios above have been modified to reflect GAAP accounting, as we evaluate the performance of our underwriting operations using the GAAP combined ratio. Specifically, the GAAP combined ratio is the sum of the loss ratio, plus the ratio of GAAP underwriting expenses (which include the change in deferred policy acquisition costs) to premiums earned (expense ratio). When the combined ratio is under 100%, underwriting results are generally considered profitable; when the combined ratio is over 100%, underwriting results are generally considered unprofitable.

The accident year combined ratio is a non-GAAP measure that excludes changes in net ultimate loss estimates from prior accident year loss reserves. The accident year combined ratio provides us with an assessment of the specific policy year’s profitability (which matches policy pricing with related losses) and assists us in our evaluation of product pricing levels and quality of business written. We use accident year combined ratio as one component to assess the Company's current year performance and as a measure to evaluate, and if necessary, adjust current year pricing and underwriting. The following is a reconciliation of the accident year combined ratio to the GAAP combined ratio:
 
 
For the Three Months
Ended March 31,
 
 
2015
 
2014
 
Accident year combined ratio
   
100.0
%
   
100.3
%
Decrease in net ultimate loss estimates on prior year loss reserves
   
(0.1
%)
   
(0.4
%)
GAAP combined ratio
   
99.9
%
   
99.9
%
 
26

We believe the accident year combined ratio provides investors with valuable information for comparison to historical trends and current industry estimates. We also believe that it is useful for investors to evaluate the accident year combined ratio and GAAP combined ratio separately when reviewing and evaluating our performance.

Recent Developments

On April 27, 2015, the Company held its Annual Meeting of Shareholders (“Annual Meeting”).  During the Annual Meeting, the shareholders adopted and approved the Agreement and Plan of Merger, dated as of December 30, 2014 and as amended from time to time, by and among the Company, Miracle Nova II (US), LLC, a Delaware limited liability company and Miracle Nova III (US), Inc., a Delaware corporation, and the merger contemplated thereby (the “Merger”), pursuant to which Fosun International Limited (HKEx stock code: 00656) agreed to acquire the Company.

The Merger is subject to the approval of regulatory approvals and the satisfaction of customary closing conditions. The Merger is expected to close in the second half of 2015.

See “Risks Related to Our Being Acquired by Fosun” refer to the Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2014.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

Executive Overview

The Company reported net income of $8.3 million, or $0.17 per diluted share, for the first quarter of 2015 compared to net income of $10.4 million, or $0.21 per diluted share, for the same period of 2014. Net operating income, a non-GAAP measure the Company defines as net income excluding after-tax realized gains and losses, was $7.5 million or $0.15 per diluted share, for the first quarter 2015 compared to net operating income of $8.4 million, or $0.17 per diluted share, for the first quarter 2014.

Our GAAP combined ratio remained unchanged at 99.9% in the first quarter 2015 compared to the first quarter 2014. Current year losses and LAE have improved, however, the cost of using an unaffiliated “A” rated insurance company for policy issuance and the deleveraging impact of the anticipated reduction in earned premium associated with the Company’s efforts to terminate unprofitable business have caused an increase in expenses as a percentage of net earned premium compared to prior year.

The first quarter 2015 results include pre-tax favorable prior year loss reserve development of $0.1 million, or 0.1 percentage points of the loss and LAE ratio. The first quarter 2014 results included pre-tax favorable prior year loss reserve development of $0.7 million, or 0.4 percentage points of the loss and LAE ratio. Our accident year loss and LAE ratio, a non-GAAP measure that excludes changes in net ultimate loss estimates from prior year loss reserves, was 62.3% for the first quarter of 2015 compared to 63.9% for the comparable quarter in 2014, an improvement of 1.6 percentage points.

Gross written premium decreased $11.6 million, or 5.7%, to $190.1 million for the three months ended March 31, 2015, compared to $201.7 million in the same period in 2014. The decline in premium, as expected, is attributable to the termination of, or the reduction of premium in certain programs for which pricing and/or underwriting risk did not meet the Company’s targets. This decline was offset by an overall 2.5% written rate increase.

Results of Operations

Net income for the three months ended March 31, 2015, was $8.3 million, or $0.17 per dilutive share, compared to net income of $10.4 million, or $0.21 per dilutive share, for the comparable period of 2014. Net operating income, a non-GAAP measure, was $7.5 million or $0.15 per diluted share, for the first quarter 2015 compared to net operating income of $8.4 million, or $0.17 per diluted share, for the first quarter 2014. Total diluted weighted average shares outstanding for the three months ended March 31, 2015 was 50,185,430 compared to 49,984,743 for the comparable period in 2014. This increase reflects the impact of shares issued under our Long Term Incentive Plan and the annual non-restricted stock awards issued to the members of the Board of Directors. Refer to Note 6 - Restricted and Non-Restricted Stock Awards of the Notes to the Consolidated Financial Statements, for additional information specific to the impact of our Long Term Incentive Plan.

Revenues

Revenues for the three months ended March 31, 2015 decreased $17.5 million, or 9.3%, to $171.4 million, from $188.9 million for the comparable period in 2014. This decrease primarily reflects the planned reduction within our net earned premiums.
 
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The following table sets forth the components of revenues (in thousands):
 
   
For the Three Months
Ended March 31,
 
   
2015
   
2014
 
Revenue:
       
Net earned premiums
 
$
147,619
   
$
162,539
 
Management administrative fees
   
4,173
     
5,139
 
Claims fees
   
1,776
     
1,667
 
Commission revenue
   
5,570
     
5,241
 
Net investment income
   
10,898
     
11,261
 
Net realized gains
   
1,318
     
3,025
 
Total revenue
 
$
171,354
   
$
188,872
 
 
Net earned premiums decreased $14.9 million, or 9.2%, to $147.6 million for the three months ended March 31, 2015, from $162.5 million in the comparable period in 2014. This expected decrease was primarily the result of the termination of, or reduction in certain programs in which pricing and underwriting did not meet our underwriting standards and was partially offset by an overall 5.9% earned rate increase, which exceeded our estimated loss trend of 1.8%, and partially offset by the decrease in the ceded earned premiums related to the previously terminated Swiss Re Treaty.

Net commission and fee revenue decreased $0.5 million, or 4.4%, to $11.5 million for the three months ended March 31, 2015, from $12.0 million for the comparable period in 2014. This decrease in commission and fee revenue was primarily due to lower management administrative fees for a few select programs.

Net realized gains decreased $1.7 million to $1.3 million for the three months ended March 31, 2015, from $3.0 million for the comparable period in 2014.  The activity relates to the quarterly rebalancing of the equity portfolio, in accordance with the Company’s investment policy in the first quarter 2014. The decrease in gain reflects the lower rate of increase in the market during 2015 compared to 2014.

Expenses

Expenses decreased $15.6 million from $177.0 million for the three months ended March 31, 2014 to $161.4 million for the three months ended March 31, 2015. The decrease primarily is attributed to a decrease in loss and loss adjustment expenses.

The following table sets forth the components of expenses (in thousands):
 
   
For the Three Months
Ended March 31,
 
   
2015
   
2014
 
Expense:
       
Net losses and loss adjustment expenses
 
$
91,827
   
$
103,190
 
Policy acquisition and other underwriting expenses
   
55,725
     
59,198
 
General selling & administrative expenses
   
7,843
     
8,495
 
General corporate expenses
   
1,621
     
1,633
 
Amortization expense
   
957
     
987
 
Interest expense
   
3,408
     
3,462
 
Total expenses
 
$
161,381
   
$
176,965
 
 
Net loss and loss adjustment expenses (“LAE”) decreased $11.4 million to $91.8 million for the three months ended March 31, 2015 from $103.2 million for the same period in 2014. Our loss and LAE ratio was 62.2% for the three months ended March 31, 2015 and 63.5% for the three months ended March 31, 2014; an improvement of 1.3 percentage points. The loss and LAE ratio for the first quarter of 2015 includes pre-tax favorable prior year loss reserve development of $0.1 million, or 0.1 percentage points of the loss and LAE ratio. The first quarter 2014 results included pre-tax favorable prior year loss reserve development of $0.7 million, or 0.4 percentage points of the loss and LAE ratio. The accident year loss and LAE ratio was 62.3% for the three months ended March 31, 2015 down from 63.9% in the comparable period in 2014; an improvement of 1.6 percentage points. Rate increases earned in excess of loss ratio trends were 4.1% during 2015, benefiting the current accident year loss and LAE ratio.  Additional discussion of our quarterly reserve activity is described below within the Other Items ~ Reserves section.
 
28

Policy acquisition and other underwriting expenses decreased $3.5 million to $55.7 million for the three months ended March 31, 2015 from $59.2 million for the same period in 2014. Our expense ratio increased 1.3% to 37.7% for the first quarter 2015 from 36.4% for the first quarter 2014. The first quarter 2015 results include a 0.4 percentage point increase in the cost associated with the use of an unaffiliated “A” rated insurance company for policy issuance, the costs of which are 2.4% for the first quarter 2015 compared to 2.0% in the first quarter 2014.  The 2015 increase is the result of the increased maturity of the program.  The remaining increase in the 2015 expense ratio is the result of a shift in the mix of business toward business that has a higher average commission rate and a reduction in ceding commissions related to planned reductions in a few programs including the run-off of a workers’ compensation servicing carrier treaty.

General, selling and administrative expenses decreased $0.7 million, to $7.8 million for the three months ended March 31, 2015, from $8.5 million for the same period in 2014. The decrease corresponds to the decrease in commission and fees revenue for a slight increase in profits from net commissions and fees.

Federal income tax expense for the three months ended March 31, 2015 was $2.1 million compared to $2.7 million for the same period in 2014.  The federal effective rate on operating income was 19.1% for the three months ended March 31, 2015 and 2014.  These rates include adjustments to an annual operating effective tax rate.  Income tax expense on capital gains and the change in our valuation allowance on deferred tax assets was $0.5 million and $1.1 million for the periods ended March 31, 2015 and 2014, respectively.

Other Items

Equity earnings of affiliated, net of tax

In July 2009, our subsidiary, Star, purchased a 28.5% ownership interest in an affiliate, Midwest Financial Holdings, LLC (“MFH”), for $14.8 million in cash. We are not required to consolidate this investment because we are not the primary beneficiary of the business, nor do we control the entity’s operations. Our ownership interest is significant, but is less than a majority ownership and, therefore, we are accounting for this investment under the equity method of accounting. Star recognizes 28.5% of the profits and losses as a result of this equity interest ownership. We recognized equity earnings, net of tax, from MFH of $0.3 million, or $0.01 per dilutive share, for the three months ended March 31, 2015, compared to $0.6 million, or $0.01 per dilutive share, for the comparable period of 2014. We received dividends from MFH for the three months ended March 31, 2015 and 2014, of $1.0 million and $1.5 million, respectively.

In November 2012, our subsidiary, Century Surety Company, committed to a $10.0 million strategic equity investment in Aquiline Financial Services Fund II L.P. As of March 31, 2015, approximately $9.4 million of the commitment had been satisfied with $0.6 million of unfunded commitment remaining. Our ownership interest is approximately 1.3% of the fund, which we are accounting for under the equity method of accounting. Century Surety Company will recognize 1.3% of the Fund’s profits and losses as a result of this equity interest ownership. We recognized equity earnings, net of tax, from the Aquiline Financial Services Fund II L.P. of $0.3 million, or $0.01 per dilutive share and $0.7 million, or $0.01 per dilutive share, for the three months ended March 31, 2015 and 2014, respectively.

Reserves

At March 31, 2015, our best estimate for the ultimate liability for loss and LAE reserves, net of reinsurance recoverables, was $1.1 billion. We established a reasonable range of reserves of approximately $938.3 million to $1.2 billion. This range was established primarily by considering the various indications derived from standard actuarial techniques and other appropriate reserve considerations. The following table sets forth this range by line of business (in thousands):

Line of Business
 
Minimum Reserve Range
   
Maximum Reserve Range
   
Selected Reserves
 
             
Workers' Compensation
 
$
421,008
   
$
490,958
   
$
458,030
 
Residual Markets
   
22,205
     
24,593
     
23,877
 
Commercial Multiple Peril / General Liability
   
373,281
     
511,859
     
440,457
 
Commercial Automobile
   
91,789
     
108,320
     
99,804
 
Other
   
30,053
     
34,092
     
32,043
 
Total Net Reserves
 
$
938,336
   
$
1,169,822
   
$
1,054,211
 

Reserves are reviewed and established by our internal actuaries for adequacy and peer reviewed by our third-party actuaries. When reviewing reserves, we analyze historical data and estimate the impact of numerous factors such as (1) per claim information; (2) industry and our historical loss experience; (3) legislative enactments, judicial decisions, legal developments in the imposition of damages, and changes in political attitudes; and (4) trends in general economic conditions, including the effects of inflation. This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for predicting future events.  There is no precise method for subsequently evaluating the impact of any specific factor on the adequacy of reserves, because the eventual deficiency or redundancy is affected by multiple factors.
 
29

The key assumptions used in our selection of ultimate reserves included the underlying actuarial methodologies, a review of current pricing and underwriting initiatives, an evaluation of reinsurance costs and retention levels, and a detailed claims analysis with an emphasis on how aggressive claims handling may be impacting the paid and incurred loss data trends embedded in the traditional actuarial methods. With respect to the ultimate estimates for losses and LAE, the key methods remained consistent for the quarter ended March 31, 2015, and the year ended December 31, 2014. We reviewed the key assumptions that underlie the actuarial standard methods and made the appropriate adjustments to reflect the emergence of claim activity.

For the quarter ended March 31, 2015, we reported a decrease in net ultimate loss estimates for accident years 2014 and prior of $87,000, or 0.0% of $1.1 billion of beginning net loss and LAE reserves at January 1, 2015. The change in net ultimate loss estimates reflected revisions in the estimated reserves as a result of actual claims activity in calendar year 2015 that differed from the projected activity. The major components of this change in ultimates are as follows (in thousands):

       
Incurred Losses
   
Paid Losses
     
Line of Business
 
Reserves at
December
31, 2014
   
Current Year
   
Prior Years
   
Total Incurred
   
Current Year
   
Prior Years
   
Total Paid
   
Reserves at
March 31,
2015
 
                                 
Workers' Compensation
 
$
469,088
   
$
43,102
   
$
(9,587
)
 
$
33,515
   
$
1,688
   
$
42,885
   
$
44,573
   
$
458,030
 
Residual Markets
   
24,900
     
2,209
     
(2,130
)
   
79
     
207
     
895
     
1,102
     
23,877
 
Commercial Multiple Peril / General Liability
   
444,324
     
22,788
     
5,717
     
28,505
     
600
     
31,772
     
32,372
     
440,457
 
Commercial Automobile
   
103,917
     
13,399
     
3,296
     
16,695
     
1,620
     
19,188
     
20,808
     
99,804
 
Other
   
28,600
     
10,415
     
2,617
     
13,032
     
1,093
     
8,496
     
9,589
     
32,043
 
Net Reserves
   
1,070,829
   
$
91,913
   
$
(87
)
 
$
91,826
   
$
5,208
   
$
103,236
   
$
108,444
     
1,054,211
 
Reinsurance Recoverable
   
519,530
                                                     
524,257
 
Consolidated
 
$
1,590,359
                                                   
$
1,578,468
 

The following table shows the re-estimated December 31, 2014 held reserves by line as of March 31, 2015 (in thousands):
 
Line of Business
 
Reserves at
December
31, 2014
   
Re-estimated Reserves
for December 31, 2014
at March 31, 2015
   
Development as a
percentage of
prior year
reserves
 
             
Workers' Compensation
 
$
469,088
   
$
459,501
     
-2.0
%
Commercial Multiple Peril / General Liability
   
444,324
     
450,041
     
1.3
%
Commercial Automobile
   
103,917
     
107,213
     
3.2
%
Other
   
28,600
     
31,217
     
9.2
%
Sub-total
   
1,045,929
     
1,047,972
     
0.2
%