ProCentury Corporation Reports First Quarter 2008 Results


COLUMBUS, Ohio, May 12, 2008 (PRIME NEWSWIRE) -- ProCentury Corporation (Nasdaq:PROS), a specialty property and casualty insurance holding company, reported net income for the quarter ended March 31, 2008, of $5.2 million, or $0.39 per diluted share, compared to net income of $5.4 million, or $0.40 per diluted share, for the first quarter of 2007. Net income for the three months ended March 31, 2008 includes $513,000 of after tax net realized investment losses, or $0.04 per diluted share, compared to $130,000, or $0.01 per diluted share, for the same period in 2007. As a result, operating income (which is a non-GAAP financial measure that includes net income plus net realized investment losses net of tax) was $0.43 per diluted share for the three months ended March 31, 2008, compared to $0.41 per diluted share for the three months ended March 31, 2007. Management believes that operating income, a non-GAAP financial measure, permits investors to evaluate the Company's results before the effects of realized investment gains and losses.

The Company's results for the first quarter of 2008 also include:



   * Operating income was $0.43 per diluted share, compared to $0.40 for 
     the same period of 2007.
   * A combined ratio of 93.4%, compared to a combined ratio of 94.6% for 
     the first quarter of 2007.
   * Gross premiums written for the first quarter of 2008 were $53.9     
     million, compared to $58.5 million for the same period in 2007.  
   * Book value per share of $12.31 at March 31, 2008, compared to $12.05 
     at December 31, 2007. 
   * Our average credit quality of our investment portfolio at March 31,
     2008 was AA+. 

Edward Feighan, ProCentury's Chief Executive Officer, said, "We are pleased with our continued improvement in underwriting profitability. Despite the more competitive markets, we've remained focused on our underwriting discipline by not chasing prices below adequate levels and by exiting or non-renewing under-priced business. We continue to aggressively pursue new growth initiatives that meet our underwriting profitability criteria."

Christopher Timm, ProCentury's Executive Vice President and Century Surety Company's President and Chief Operating Officer, added, "We are enthusiastic about our future opportunities but remain cautious when evaluating our lines of business. We have seen significant pressure in our property lines as a result of other carriers offering wind coverage at the same price as a policy that we offer without coverage for the wind peril. We are very excited that our new growth initiatives, such as contractors, ocean marine, environmental and surety, continue to gain traction from not only a top line growth perspective but are also additive to our underwriting profit."

Commenting on the merger with Meadowbrook, Chris Timm stated, "Both of our and Meadowbrook's new business teams have met and begun to introduce each other's products to the other's distribution systems. Meadowbrook's program partners have expressed strong support for their new access to our surplus lines products. We have identified a significant number of new business initiatives that, while still in the early stages of product development, have given us reasons to be optimistic."

Financial Results for the First Quarter 2008

For the quarter ended March 31, 2008, ProCentury's net income was $5.2 million, or $0.39 per diluted share, compared to net income of $5.4 million, or $0.40 per diluted share, for the same period in 2007. Net income for the three months ended March 31, 2008 includes $513,000 of after tax net realized investment losses, or $0.04 per diluted share, compared to $130,000, or $0.01 per diluted share for the same period in 2007.

The combined ratio for the first quarter of 2008 was 93.4%, down from 94.6% for the first quarter of 2007. The loss ratio for the first quarter of 2008 was 57.5%, and the expense ratio was 35.9%. This compares to a loss ratio of 62.3% and expense ratio of 32.3% for the first quarter of 2007.

Gross premiums written for the first quarter of 2008 were $53.9 million compared to $58.5 million for the same period in 2007. Premiums earned were $48.3 million for the period ended March 31, 2008, compared to $54.4 million for the same period last year. Investment income for the first quarter of 2008 was $5.3 million compared to $5.4 million in the first quarter of 2007.

Our fixed income investment portfolio is 95.7% in investment grade securities. While 36.2% of our investment portfolio includes investments in asset-backed and agency-backed securities, our direct exposure to sub-prime risks is only $6.2 million or 1.3% of our total cash and investments. Our CMO and mortgage backed securities portfolios have an average credit quality of AAA, while our asset backed securities sector, which includes our sub-prime assets, has an average credit quality of AA-. All of these securities are adequately collateralized, and we expect they will continue to perform.

Other ProCentury News



    -- On February 20, 2008, ProCentury entered into a merger
       agreement with Meadowbrook Insurance Group, Inc. for a merger
       transaction valued at approximately $272.6 million in cash and
       Meadowbrook stock to be paid to ProCentury shareholders. The
       parties anticipate that the transaction will be finalized
       during the third quarter of 2008, subject to various customary
       closing conditions, such as the approval of both ProCentury's
       and Meadowbrook's shareholders, regulatory approval, the
       effectiveness of the Form S-4 registration statement relating
       to the Meadowbrook common stock to be issued in the transaction
       and the compliance with certain covenants.  During April 2008,
       ProCentury and Meadowbrook filed a preliminary joint proxy
       statement / prospectus with the Securities and Exchange
       Commission relating to the proposed merger, and the parties
       submitted required filings with various state insurance
       regulators seeking their approval of the transaction.
    -- On February 27, 2008, A.M. Best reaffirmed the A- (Excellent)
       rating of the Company's primary subsidiary, Century Surety
       Company with a stable outlook.
    -- On April 16, 2008, ProCentury paid a dividend of $0.04 per
       share to shareholders of record as of March 25, 2008.

About ProCentury Corporation

ProCentury Corporation (Nasdaq:PROS) is a specialty property and casualty insurance holding company. Its subsidiary, Century Surety Company, underwrites property and casualty insurance for small- and mid-sized businesses. Century Surety Company primarily writes excess and surplus lines insurance and markets its products through a select network of general agents.

The ProCentury Corporation logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=3677

Additional Information about the Proposed Merger

The proposed merger will be submitted to Meadowbrook's and ProCentury's shareholders for their approval. Meadowbrook has filed a registration statement, and Meadowbrook and ProCentury has filed a preliminary joint proxy statement/prospectus, and both companies will file other relevant documents with the Securities and Exchange Commission (the "SEC"). Shareholders are urged to read the registration statement and joint proxy statement/prospectus when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You can obtain a free copy of the registration statement and joint proxy statement/prospectus, as well as other filings containing information about Meadowbrook and ProCentury, at the SEC's website (http://www.sec.gov). You can also obtain these documents, free of charge, by accessing Meadowbrook's website (http://www.meadowbrook.com) or by accessing ProCentury's website (http://www.procentury.com).

Meadowbrook and ProCentury and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Meadowbrook and/or ProCentury in connection with the proposed merger. Information about the directors and executive officers of Meadowbrook is set forth in the proxy statement for Meadowbrook's 2007 annual meeting of shareholders, as filed with the SEC on April 6, 2007. Information about the directors and executive officers of ProCentury is set forth in the ProCentury's annual report on Form 10-K for the year ended December 31, 2007. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the preliminary joint proxy statement/prospectus regarding the proposed merger, and the final joint proxy statement/prospectus when it becomes available. You may obtain free copies of these documents as described above.

NOTE ON FORWARD-LOOKING STATEMENTS

Statements in this press release that are not historical statements are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are derived from information that we currently have and assumptions that we make and may be identified by words such as "believes," "anticipates," "expects," "plans," "should," "estimates" and similar expressions. Our forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those stated or implied in our forward-looking statements, including but not limited to: 1) risks inherent in establishing loss and loss adjustment expense reserves; 2) uncertainties related to the ratings of our insurance subsidiary; 3) uncertainties related to governmental and regulatory policies; 4) uncertainties relating to the cyclical nature of our business; 5) changes in our relationships with, and the capacity of, our general agents; 6) the risk that our reinsurers may not be able to fulfill their obligations to us; 7) the continued functionality of our online services; 8) the ability to obtain required governmental and shareholder approvals and satisfy other closing conditions that will enable us to complete the merger or to complete it in the expected timeframe; 9) the risk that the businesses of Meadowbrook and ProCentury will not be integrated successfully following the merger or such integration may be more difficult, time-consuming or costly than expected; and 10) customer and employee relationships and business operations may be disrupted by the merger. You are cautioned not to place undue reliance on forward-looking statements, which are made only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For additional disclosure regarding potential risks, please refer to documents we file with the Securities and Exchange Commission.



                       PROCENTURY CORPORATION AND SUBSIDIARIES
                   Condensed Consolidated Statements of Operations
                                     (Unaudited)
                    (dollars in thousands, except per share data)

                                   Quarter Ended       Quarter Ended
                                  March 31, 2008      March 31, 2007
                                  ----------------    ----------------
 Gross premiums written                   $53,866              58,455
 Net premiums written                     $45,153              50,060

 Premiums earned                          $48,345              54,388
 Net investment income                      5,332               5,433
 Net realized investment losses             (462)               (201)
 Other income                                  86                 123
                                  ----------------    ----------------
           Total revenues                  53,301              59,743
                                  ----------------    ----------------

 Losses and loss expenses                  27,785              33,877
 Amortization of deferred
  policy acquisition costs                 14,176              13,699
 Other operating expenses                   3,193               3,851
 Interest expense                             596                 686
                                  ----------------    ----------------
           Total expenses                  45,750              52,113
                                  ----------------    ----------------

           Income before income
            taxes                           7,551               7,630
 Income tax expense                         2,327               2,251
                                  ----------------    ----------------
           Net income                      $5,224               5,379
                                  ================    ================

 Basic income per share                     $0.39                0.41
 Diluted income per share                   $0.39                0.40
                                  ================    ================

 Weighted average of shares
  outstanding - basic                  13,307,738          13,227,427
                                  ================    ================
 Weighted average of shares
  outstanding - diluted                13,446,658          13,421,607
                                  ================    ================

 Loss and loss expense ratio                57.5%               62.3%

 Expense ratio                              35.9                32.3
                                  ----------------    ----------------
 Combined ratio                             93.4%               94.6%
                                  ================    ================

                 PROCENTURY CORPORATION AND SUBSIDIARIES               
                  Condensed Consolidated Balance Sheets                
              (dollars in thousands, except per share data)            
                                                                       
                                                                       
                     Assets                 March 31,     December 31, 
                                              2008           2007      
                                          -------------  ------------- 
                                            (unaudited)                
 Investments                                  $479,238        455,510  
 Cash                                            7,357         11,766  
 Premiums in course of collection, net          34,195         31,805  
 Deferred policy acquisition costs              24,033         24,336  
 Prepaid reinsurance premiums                   15,765         14,834  
 Reinsurance recoverable on paid                                       
  and unpaid losses, net                        44,304         44,777  
 Receivable for securities                      34,530            413  
 Other assets                                   26,321         23,613  
                                          -------------  ------------- 
     Total assets                             $665,743        607,054  
                                          =============  ============= 
      Liabilities and Shareholders' Equity                             
                                                                       
 Loss and loss expense reserves               $280,228        279,253  
 Unearned premiums                             112,383        114,645  
 Long term debt                                 25,000         25,000  
 Payable for securities                         55,007            304  
 Other liabilities                              27,863         26,831  
                                          -------------  ------------- 
     Total liabilities                         500,481        446,033  
                                          -------------  ------------- 
 Shareholders' equity:                                                 
   Capital stock, without par value                 --             --  
   Additional paid-in capital                  103,988        103,283  
   Retained earnings                            71,135         66,448  
   Accumulated other comprehensive                                     
    loss, net of tax expense                   (9,861)        (8,710)  
                                          -------------  ------------- 
     Total shareholders' equity                165,262        161,021  
                                          -------------  ------------- 
     Total liabilities and                                             
      shareholders' equity                    $665,743        607,054  
                                          =============  ============= 
                                                                       
 Book value per share                           $12.31          12.05  
                                          =============  ============= 
 Number of common shares                                               
  outstanding                               13,420,967     13,363,867  
                                          =============  ============= 

            

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