Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended                                    DECEMBER 31, 2008
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   001-11252
Hallmark Financial Services, Inc.
(Exact name of registrant as specified in its charter)

Nevada
87-0447375
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
   
777 Main Street, Suite 1000, Fort Worth, Texas
76102
(Address of Principal Executive Offices)
(Zip Code)

Registrant's Telephone Number, Including Area Code:  (817) 348-1600

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Name of Each Exchange on Which Registered
Common Stock $.18 par value
Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨ No x

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 x     No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “accelerated filer”,  “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨     Accelerated filer ¨  Non-accelerated filer ¨       Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                  Yes ¨  No x
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.   $57,096,612

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.  20,863,670 shares of common stock, $.18 par value per share, outstanding as of March 20, 2009.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III is incorporated by reference from the Registrant's definitive proxy statement to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

Unless the context requires otherwise, in this Form 10-K the term “Hallmark” refers solely to Hallmark Financial Services, Inc. and the terms “we,” “our,” and “us” refer to Hallmark and its subsidiaries.  The direct and indirect subsidiaries of Hallmark are referred to in this Form 10-K  in the manner identified in the chart under “Item 1. Business – Operational Structure.”

Risks Associated with Forward-Looking Statements Included in this Form 10-K

This Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbors created thereby.  Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate” or similar expressions.  These statements include the plans and objectives of management for future operations, including plans and objectives relating to future growth of our business activities and availability of funds.  Statements regarding the following subjects are forward-looking by their nature:

our business and growth strategies;

our performance goals;

our projected financial condition and operating results;

• 
our understanding of our competition;

• 
industry and market trends;

• 
the impact of technology on our products, operations and business; and

• 
any other statements or assumptions that are not historical facts.

The forward-looking statements included in this Form 10-K are based on current expectations that involve numerous risks and uncertainties.  Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions, legislative initiatives, regulatory framework, weather-related events and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.  Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Form 10-K will prove to be accurate.  In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of such information should not be regarded as a representation that our objectives and plans will be achieved.
 
 
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PART I

Item 1. Business.

Who We Are

We are a diversified property/casualty insurance group that serves businesses and individuals in specialty and niche markets.  We offer standard commercial insurance, specialty commercial insurance and personal insurance in selected market subcategories that are characteristically low-severity and short-tailed risks.  We focus on marketing, distributing, underwriting and servicing property/casualty insurance products that require specialized underwriting expertise or market knowledge.  We believe this approach provides us the best opportunity to achieve favorable policy terms and pricing.  The insurance policies we produce are written by our three insurance company subsidiaries as well as unaffiliated insurers.

We market, distribute, underwrite and service our property/casualty insurance products through five operating units, each of which has a specific focus.   Our AHIS Operating Unit (formerly known as HGA Operating Unit) primarily handles standard commercial insurance, our TGA Operating Unit concentrates on excess and surplus lines commercial insurance, our Aerospace Operating Unit specializes in general aviation insurance, our Heath XS Operating Unit handles excess commercial automobile and commercial umbrella risks on both an admitted and non-admitted basis and our Personal Lines Operating Unit (formerly known as Phoenix Operating Unit) focuses on non-standard personal automobile insurance.  The subsidiaries comprising our TGA Operating Unit and our Aerospace Operating Unit were acquired effective January 1, 2006.  The subsidiaries comprising our Heath XS Operating Unit were acquired effective August 29, 2008.

Each operating unit has its own management team with significant experience in distributing products to its target markets and proven success in achieving underwriting profitability and providing efficient claims management.  Each operating unit is responsible for marketing, distribution, underwriting and claims management while we provide capital management, reinsurance, actuarial, investment, financial reporting, technology and legal services and back office support at the parent level.   We believe this approach optimizes our operating results by allowing us to effectively penetrate our selected specialty and niche markets while maintaining operational controls, managing risks, controlling overhead and efficiently allocating our capital across operating units.

We expect future growth to be derived from increased retention of the premiums we write, organic growth in the premium production of our existing operating units and selected, opportunistic acquisitions that meet our criteria.  For the year ended December 31, 2008, approximately 82% of the total premium we produced was retained by our insurance company subsidiaries, while the remaining 18% was written for or ceded to unaffiliated insurers. We expect to continue to increase our retention of the total premium we produce.  We believe increasing our overall retention will drive greater near-term profitability than focusing solely on growth in premium production and market share.

What We Do

We market standard commercial, specialty commercial and personal property/casualty insurance products which are tailored to the risks and coverages required by the insured.  We believe that most of our target markets are underserved by larger property/casualty underwriters because of the specialized nature of the underwriting required.  We are able to offer these products profitably as a result of the expertise of our experienced underwriters.  We also believe our long-standing relationships with independent general agencies and retail agents and the service we provide differentiate us from larger property/casualty underwriters.

Our AHIS Operating Unit primarily underwrites low-severity, short-tailed commercial property/casualty insurance products in the standard market.  These products have historically produced stable loss results and include general liability, commercial automobile, commercial property and umbrella coverages.  Our AHIS Operating Unit currently markets its products through a network of approximately 230 independent agents primarily serving businesses in the non-urban areas of Texas, New Mexico, Oregon, Idaho, Montana, Washington, Utah, and Wyoming.

Our TGA Operating Unit primarily offers commercial property/casualty insurance products in the excess and surplus lines market.  Excess and surplus lines insurance provides coverage for difficult to place risks that do not fit the underwriting criteria of insurers operating in the standard market.  Our TGA Operating Unit focuses on small- to medium-sized commercial businesses that do not meet the underwriting requirements of standard insurers due to factors such as loss history, number of years in business, minimum premium size and types of business operation.  Our TGA Operating Unit primarily writes general liability, commercial automobile and commercial property policies.  Our TGA Operating Unit markets its products through 39 independent general agencies with offices in Texas, Louisiana, Oklahoma and Arkansas, as well as 768 independent retail agents.

 
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Our Aerospace Operating Unit offers general aviation property/casualty insurance primarily for private and small commercial aircraft and airports.   The aircraft liability and hull insurance products underwritten by our Aerospace Operating Unit are targeted to transitional or non-standard pilots who may have difficulty obtaining insurance from a standard carrier.  Airport liability insurance is marketed to smaller, regional airports.  Our Aerospace Operating Unit markets these general aviation insurance products through approximately 200 independent specialty brokers in 48 states.

Our Heath XS Operating Unit offers small and middle market excess commercial automobile and commercial umbrella risks on both an admitted and non-admitted basis focusing exclusively on trucking, specialty automobile, and non-fleet automobile coverage. Typical risks range from one power unit to fleets of up to 200 power units. Our Heath XS Operating Unit markets its products through 105 wholesale brokers in all 50 states.

Our Personal Lines Operating Unit offers non-standard personal automobile policies which generally provide the minimum limits of liability coverage mandated by state law to drivers who find it difficult to obtain insurance from standard carriers due to various factors including age, driving record, claims history or limited financial resources.  Our Personal Lines Operating Unit also provides personal products complementary to non-standard personal automobile such as low value dwelling/homeowners, renters and motorcycle policies. Our Personal Lines Operating Unit markets these policies through 2,054 independent retail agents in 17 states.

Our insurance company subsidiaries are American Hallmark Insurance Company of Texas (“AHIC”), Hallmark Insurance Company (“HIC”) (formerly known as Phoenix Indemnity Insurance Company) and Hallmark Specialty Insurance Company (“HSIC”). Our insurance company subsidiaries have entered into a pooling arrangement, pursuant to which AHIC retains 46.0% of the net premiums written, HIC retains 34.1% of the net premiums written and HSIC retains 19.9% of the net premiums written.  A.M. Best Company (“A.M. Best”), a nationally recognized insurance industry rating service and publisher, has pooled its ratings of our three insurance company subsidiaries and assigned a financial strength rating of “A–” (Excellent) and an issuer credit rating of “a-” to each of our individual insurance company subsidiaries and to the pool formed by our insurance company subsidiaries.
 
Our five operating units are segregated into three reportable industry segments for financial accounting purposes.  The Standard Commercial Segment presently consists solely of the AHIS Operating Unit and the Personal Segment presently consists solely of our Personal Lines Operating Unit.  The Specialty Commercial Segment includes our TGA Operating Unit, Aerospace Operating Unit, and Heath XS Operating Unit.  The following table displays the gross premiums produced by these reportable segments for affiliated and unaffiliated insurers for the years ended December 31, 2008, 2007 and 2006, as well as the gross premiums written and net premiums written by our insurance subsidiaries for these reportable segments for the same periods.
 
 
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Year Ended December 31,
 
   
2008
   
2007
   
2006
 
   
(dollars in thousands)
 
                   
Gross Premiums Produced:
                 
Standard Commercial Segment
  $ 80,193     $ 90,985     $ 91,679  
Specialty Commercial Segment (1)
    146,054       151,003       156,490  
Personal Segment
    60,834       55,916       45,135  
Total
  $ 287,081     $ 297,904     $ 293,304  
                         
Gross Premiums Written:
                       
Standard Commercial Segment
  $ 80,190     $ 90,868     $ 91,070  
Specialty Commercial Segment (1)
    102,825       102,688       77,740  
Personal Segment
    60,834       55,916       45,135  
Total
  $ 243,849     $ 249,472     $ 213,945  
                         
Net Premiums Written:
                       
Standard Commercial Segment
  $ 75,361     $ 84,595     $ 82,220  
Specialty Commercial Segment (1)
    98,732       98,300       75,573  
Personal Segment
    60,834       55,916       45,135  
Total
  $ 234,927     $ 238,811     $ 202,928  
 
1
The Heath XS Operating Unit included in the Specialty Commercial Segment was acquired effective August 29, 2008 and, therefore, is not included in the years ended December 31, 2007 and 2006.
 
 
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Operational Structure

Our insurance company subsidiaries retain a portion of the premiums produced by our operating units. The following chart reflects the operational structure of our organization, the subsidiaries comprising our operating units and the operating units included in each reportable segment as of December 31, 2008.
 

Standard Commercial Segment / AHIS Operating Unit
 
The Standard Commercial Segment of our business presently consists solely of our AHIS Operating Unit.  Our AHIS Operating Unit markets, underwrites and services standard commercial lines insurance primarily in the non-urban areas of Texas, New Mexico, Idaho, Oregon, Montana, Washington, Utah, and Wyoming.  The subsidiaries comprising our AHIS Operating Unit include American Hallmark Insurance Services, a regional managing general agency, and ECM, a claims administration company.  American Hallmark Insurance Services targets customers that are in low-severity classifications in the standard commercial market, which as a group have relatively stable loss results.  The typical customer is a small- to medium-sized business with a policy that covers property, general liability and automobile exposures.  Our AHIS Operating Unit underwriting criteria exclude lines of business and classes of risks that are considered to be high-severity or volatile, or which involve significant latent injury potential or other long-tailed liability exposures.  ECM administers the claims on the insurance policies produced by American Hallmark Insurance Services.  Products offered by our AHIS Operating Unit include the following:
 
 
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Commercial automobile. Commercial automobile insurance provides third-party bodily injury and property damage coverage and first-party property damage coverage against losses resulting from the ownership, maintenance or use of automobiles and trucks in connection with an insured’s business.
 
 
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General liability. General liability insurance provides coverage for third-party bodily injury and property damage claims arising from accidents occurring on the insured’s premises or from their general business operations.
 
 
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Umbrella. Umbrella insurance provides coverage for third-party liability claims where the loss amount exceeds coverage limits provided by the insured’s underlying general liability and commercial automobile policies.
 
 
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Commercial property. Commercial property insurance provides first-party coverage for the insured’s real property, business personal property, and business interruption losses caused by fire, wind, hail, water damage, theft, vandalism and other insured perils.
 
 
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Commercial multi-peril. Commercial multi-peril insurance provides a combination of property and liability coverage that can include commercial automobile coverage on a single policy.
 
 
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Business owner’s. Business owner’s insurance provides a package of coverage designed for small- to medium-sized businesses with homogeneous risk profiles.  Coverage includes general liability, commercial property and commercial automobile.
 
 
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Our AHIS Operating Unit markets its property/casualty insurance products through approximately 230 independent agencies operating in its target markets.  Our AHIS Operating Unit applies a strict agent selection process and seeks to provide its independent agents some degree of non-contractual geographic exclusivity.  Our AHIS Operating Unit also strives to provide its independent agents with convenient access to product information and personalized service.  As a result, the Standard Commercial Segment has historically maintained excellent relationships with its producing agents, as evidenced by the 19-year average tenure of the 24 agency groups which each produced more than $1.0 million in premium during the year ended December 31, 2008.  During 2008, the top ten agency groups produced approximately 39%, and no individual agency group produced more than 7%, of the total premium volume of our AHIS Operating Unit.
 
Our AHIS Operating Unit writes most risks on a package basis using a commercial multi-peril policy or a business owner’s policy.  Umbrella policies are written only when our AHIS Operating Unit also writes the insured’s underlying general liability and commercial automobile coverage. Through December 31, 2005, our AHIS Operating Unit marketed policies on behalf of Clarendon National Insurance Company (“Clarendon”), a third-party insurer.  Our AHIS Operating Unit earns a commission based on a percentage of the earned premium it produced for Clarendon.  The commission percentage is determined by the underwriting results of the policies produced.  ECM receives a claim servicing fee based on a percentage of the earned premium produced, with a portion deferred for casualty claims.  On July 1, 2005, our AHIS Operating Unit began marketing new policies for AHIC and presently markets all new and renewal policies exclusively for AHIC.
 
All of the commercial policies written by our AHIS Operating Unit are for a term of 12 months.  If the insured is unable or unwilling to pay for the entire premium in advance, we provide an installment payment plan that allows the insured to pay 20% down and the remaining payments over eight months.  We charge a flat $7.50 installment fee per payment for the installment payment plan.
 
Specialty Commercial Segment
 
The Specialty Commercial Segment of our business includes our TGA Operating Unit, our Aerospace Operating Unit, and our Heath XS Operating Unit.  All of the subsidiaries comprising our TGA Operating Unit and our Aerospace Operating Unit were acquired effective January 1, 2006.  The subsidiaries comprising our Heath XS Operating Unit were acquired effective August 29, 2008.  During 2008, our TGA Operating Unit accounted for approximately 74% of the aggregate premiums produced by the Specialty Commercial Segment, with our Aerospace Operating Unit and Heath XS Operating Unit accounting for 17% and 9%, respectively.
 
TGA Operating Unit.  Our TGA Operating Unit markets, underwrites, finances and services commercial lines insurance in Texas, Louisiana, Arkansas, Oklahoma, and Oregon with a particular emphasis on commercial automobile, general liability and commercial property risks produced on an excess and surplus lines basis.  Excess and surplus lines insurance provides coverage for difficult to place risks that do not fit the underwriting criteria of insurers operating in the standard market.  Our TGA Operating Unit also markets, underwrites and services certain non-strategic legacy personal lines insurance products in Texas, including dwelling fire and homeowners coverages. The subsidiaries comprising our TGA Operating Unit include TGA, which is a regional managing general agency, TGASRI and PAAC, which provides premium financing for policies marketed by TGA and certain unaffiliated general and retail agents. TGA accounts for approximately 95% of the premium volume financed by PAAC.
 
Our TGA Operating Unit focuses on small- to medium-sized commercial businesses that do not meet the underwriting requirements of traditional standard insurers due to issues such as loss history, number of years in business, minimum premium size and types of business operation.  During 2008, commercial automobile, general liability and commercial property insurance accounted for approximately 97% of the premiums produced by our TGA Operating Unit.  Target risks for commercial automobile insurance are small- to medium-sized businesses with ten or fewer vehicles which include artisan contractors, local light- to medium-service vehicles and retail delivery vehicles. Target risks for general liability insurance are small business risk exposures including artisan contractors, sales and service organizations, and building and premiums exposures.  Target risks for commercial property insurance are low- to mid-value structures including office buildings, mercantile shops, restaurants and rental dwellings, in each case with aggregate property limits of less than $500,000.  The commercial insurance products offered by our TGA Operating Unit include the following:
 
 
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Commercial automobile. Commercial automobile insurance provides third-party bodily injury and property damage coverage and first-party property damage coverage against losses resulting from the ownership, maintenance or use of automobiles and trucks in connection with an insured’s business.
 
 
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General liability. General liability insurance provides coverage for third-party bodily injury and property damage claims arising from accidents occurring on the insured’s premises or from their general business operations.
 
 
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Commercial property. Commercial property insurance provides first-party coverage for the insured’s real property, business personal property, theft and business interruption losses caused by fire, wind, hail, water damage,  vandalism and other insured perils. Windstorm, hurricane and hail are generally excluded in coastal areas.
 
 
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Our TGA Operating Unit produces business through a network of 39 general agents with 60 offices in five states, as well as through 768 retail agents.   Our TGA Operating Unit strives to simplify the placement of its excess and surplus lines policies by providing prompt quotes and signature-ready applications to its independent agents. During 2008, general agents accounted for approximately 78% of total premiums produced by our TGA Operating Unit, with the remaining 22% being produced by retail agents.  During 2008, the top ten general agents produced approximately 50%, and no general agent produced more than 10%, of the total premium volume of our TGA Operating Unit.  During the same period, the top ten retail agents produced approximately 4%, and no retail agent produced more than 1%, of the total premium volume of our TGA Operating Unit.
 
Through 2008, all business of our TGA Operating Unit was produced under a fronting agreement with member companies of the Republic Group (“Republic”) which granted our TGA Operating Unit the authority to develop underwriting programs, set rates, appoint retail and general agents, underwrite risks, issue policies and adjust and pay claims.  During 2006, 2007, and 2008, AHIC assumed 50%, 60%, and 70%, respectively, of the premium written under this fronting agreement pursuant to a reinsurance agreement with Republic which expires on December 31, 2009.  During 2009, Republic will continue to front certain Texas commercial auto coverages, but AHIC will retain 100% of the written premium produced.  Commission revenue is generated under the fronting agreement on the portion of premiums not assumed by AHIC.  An additional commission may be earned if certain loss ratio targets are met. Additional revenue is generated from fully earned policy fees and installment billing fees charged on the legacy personal lines products.
 
The majority of the commercial policies written by our TGA Operating Unit are for a term of 12 months.  Exceptions include a few commercial automobile policies that are written for a term that coincides with the annual harvest of crops and special event general liability policies that are written for the term of the event, which is generally one to two days.  Commercial lines policies are paid in full up front or financed with various premium finance companies, including PAAC.
 
Aerospace Operating Unit.  Our Aerospace Operating Unit markets, underwrites and services general aviation property/casualty insurance in 48 states.  The subsidiaries comprising our Aerospace Operating Unit include Aerospace Insurance Managers, which markets standard aviation coverages, ASRI, which markets excess and surplus lines aviation coverages, and ACMG, which handles claims management.  Aerospace Insurance Managers is one of only a few similar entities in the U.S. and has focused on developing a well-defined niche centering on transitional pilots, older aircraft and small airports and aviation-related businesses.  Products offered by our Aerospace Operating Unit include the following:
 
 
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Aircraft. Aircraft insurance provides third-party bodily injury and property damage coverage and first-party hull damage coverage against losses resulting from the ownership, maintenance or use of aircraft.
 
 
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Airport liability. Airport liability insurance provides coverage for third-party bodily injury and property damage claims arising from accidents occurring on airport premises or from their operations.

Our Aerospace Operating Unit generates its business through approximately 200 aviation specialty brokers.  These specialty brokers submit to Aerospace Insurance Managers requests for aviation insurance quotations received from the states in which we operate and our Aerospace Operating Unit selectively determine the risks fitting its target niche for which it will prepare a quote.  During 2008, the top ten independent specialty brokers produced approximately 31%, and no broker produced more than 6%, of the total premium volume of our Aerospace Operating Unit.

Our Aerospace Operating Unit independently develops, underwrites and prices each coverage written.  We target pilots who may lack experience in the type of aircraft they have acquired or are transitioning between types of aircraft.  We also target pilots who may be over the age limits of other insurers.  We do not accept aircraft that are used for hazardous purposes such as crop dusting or heli-skiing.  Liability limits are controlled, with approximately 93% of the aircraft written in 2008 bearing per-occurrence limits of $1,000,000 and per-passenger limits of $100,000 or less.  The average insured aircraft hull value for aircraft written in 2008 was approximately $145,000.

Prior to July 1, 2006, our Aerospace Operating Unit produced policies for American National Property & Casualty Insurance Company (“ANPAC”) under a reinsurance program which ceded 100% of the business to several reinsurers.  Under this arrangement, revenue was generated primarily from commissions based on written premiums net of cancellations and endorsement return premiums. An additional commission may be earned based upon the profitability of the business to the reinsurers.  Beginning July 1, 2006, we began issuing general aviation policies through our insurance companies and currently 40 of the 48 states are written through our insurance companies with the remaining eight states written under a fronting arrangement with ANPAC and reinsured by AHIC.

 
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Heath XS Operating Unit. Our Heath XS Operating Unit offers small and middle market excess commercial transportation and commercial umbrella risks on both an admitted and non-admitted basis focusing exclusively on trucking, specialty automobile, and non-fleet automobile coverage. Typical risks range from one power unit to fleets of up to 200 power units. Our Heath XS Operating Unit markets its products through 105 wholesale brokers in all 50 states.  During 2008, excess commercial automobile accounted for 95.5% of the premiums produced by our Heath XS Operating Unit, with the remaining 4.5% coming from commercial umbrella risks.  The commercial insurance products offered by our Heath XS Operating Unit include the following:

 
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Excess commercial automobile.   Liability insurance designed to provide an extra layer of protection for bodily injury, personal and advertising injury, or property damage losses above the primary layer of automobile, general liability and employers liability insurance.  The excess insurance does not begin until the limits of liability in the primary layer have been exhausted.  The excess layer provides not only higher limits, but catastrophic protection for large losses.

 
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Excess commercial umbrella risks.  Liability insurance protecting businesses for bodily injury, personal and advertising injury, or property damage claims in excess of the limits of their primary commercial automobile, general liability and employers liability policies, and for some claims excluded by their primary policies  (subject to a deductible).  Umbrella liability provides not only higher limits, but catastrophic protection for large losses.

All business of our Heath XS Operating Unit is currently produced under an agency agreement with The ACE Companies (“ACE”) which grants our Heath XS Operating Unit the authority to develop underwriting programs, set rates, appoint wholesale brokers, and underwrite risks.  Effective November 1, 2008, under a quota share reinsurance agreement with ACE, AHIC assumes 35% of the premiums written by our Heath XS Operating Unit.

Personal Segment / Personal Lines Operating Unit
 
The Personal Segment of our business presently consists solely of our Personal Lines Operating Unit.  Our Personal Lines Operating Unit markets and services non-standard personal automobile policies and low value dwelling/homeowners, renters and motorcycle coverage in 17 states.  We conduct this business under the name Hallmark Insurance Company. Hallmark Insurance Company provides management, policy and claims administration services to HIC and includes the operations of American Hallmark General Agency, Inc. and Hallmark Claims Services, Inc. Our non-standard personal automobile insurance generally provides for the minimum limits of liability coverage mandated by state laws to drivers who find it difficult to purchase automobile insurance from standard carriers as a result of various factors, including driving record, vehicle, age, claims history, or limited financial resources.  Products offered by our Personal Lines Operating Unit include the following:
 
 
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Personal automobile liability. Personal automobile liability insurance provides coverage primarily at the minimum limits required by law for automobile liability exposures, including bodily injury and property damage, arising from accidents involving the insured.
 
 
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Personal automobile physical damage. Personal automobile physical damage insurance provides collision and comprehensive coverage for physical damage exposure to the insured vehicle as a result of an accident with another vehicle or object or as a result of causes other than collision such as vandalism, theft, wind, hail or water.
 
 
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Low value dwelling/homeowners.  Low value dwelling/homeowners insurance provides coverage against insured’s property being destroyed or damaged by various perils and coverage for liability exposure of the insured.
 
 
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Renters.  Renters insurance provides coverage for the contents of a renter’s home or apartment and for liability.  Renter’s policies are similar to homeowners insurance, except they do not cover the structure.
 
 
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Motorcycle. Motorcycle insurance provides coverage similar to the personal automobile products.  A motorcycle policy is generally utilized for vehicles that do not qualify for a personal automobile policy because they have fewer than four wheels.  Passenger liability may be included or excluded depending on customer choice or regulatory requirements.
 
Our Personal Lines Operating Unit markets its non-standard personal automobile policies through 2,054 independent agents operating in its target geographic markets.  Subject to certain criteria, our Personal Lines Operating Unit seeks to maximize the number of agents appointed in each geographic area in order to more effectively penetrate its highly competitive markets. However, our Personal Lines Operating Unit periodically evaluates its independent agents and discontinues the appointment of agents whose production history does not satisfy certain standards. During 2008, the top ten independent agency groups produced approximately 14%, and no individual agency group produced more than 3%, of the total premium volume of our Personal Lines Operating Unit.
 
 
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During 2008, personal automobile liability coverage accounted for approximately 75% and personal automobile physical damage coverage accounted for the remaining 25% of the total premiums produced by our Personal Lines Operating Unit.  American Hallmark General Agency, Inc. currently offers one-, two-, three-, six- and twelve-month policies.   Our typical non-standard personal automobile customer is unable or unwilling to pay a full or half year's premium in advance.  Accordingly, we currently offer a direct bill program where the premiums are directly billed to the insured on a monthly basis.  We charge installment fees for each payment under the direct bill program.
 
Our Personal Lines Operating Unit markets non-standard personal automobile, low value/dwelling homeowners, renters and motorcycle policies in 17 states directly for HIC.  In Texas, our Personal Lines Operating Unit markets its policies both through reinsurance arrangements with unaffiliated companies and, since the fourth quarter of 2005, directly for HIC. We provide non-standard personal automobile coverage in Texas through a reinsurance arrangement with Old American County Mutual Fire Insurance Company (“OACM”).  American Hallmark General Agency, Inc. holds a managing general agency appointment from OACM to manage the sale and servicing of OACM policies.  HIC reinsures 100% of the OACM policies produced by American Hallmark General Agency, Inc. under these reinsurance arrangements.
 
Our Competitive Strengths
 
We believe that we enjoy the following competitive strengths:
 
 
·
Specialized market knowledge and underwriting expertise.  All of our operating units possess extensive knowledge of the specialty and niche markets in which they operate, which we believe allows them to effectively structure and market their property/casualty insurance products.  Our Personal Lines Operating Unit has a thorough understanding of the unique characteristics of the non-standard personal automobile market. Our AHIS Operating Unit has significant underwriting experience in its target markets for standard commercial property/casualty insurance products.  In addition, our TGA Operating Unit, Aerospace Operating Unit, and Heath XS Operating Unit have developed specialized underwriting expertise which enhances their ability to profitably underwrite non-standard property/casualty insurance coverages.
 
 
·
Tailored market strategies. Each of our operating units has developed its own customized strategy for penetrating the specialty or niche markets in which it operates.  These strategies include distinctive product structuring, marketing, distribution, underwriting and servicing approaches by each operating unit.  As a result, we are able to structure our property/casualty insurance products to serve the unique risk and coverage needs of our insureds.  We believe that these market-specific strategies enable us to provide policies tailored to the target customer which are appropriately priced and fit our risk profile.
 
 
·
Superior agent and customer service. We believe that performing the underwriting, billing, customer service and claims management functions at the operating unit level allows us to provide superior service to both our independent agents and insured customers.  The easy-to-use interfaces and responsiveness of our operating units enhance their relationships with the independent agents who sell our policies.  We also believe that our consistency in offering our insurance products through hard and soft markets helps to build and maintain the loyalty of our independent agents. Our customized products, flexible payment plans and prompt claims processing are similarly beneficial to our insureds.
 
 
·
Market diversification.  We believe that operating in various specialty and niche segments of the property/casualty insurance market diversifies both our revenues and our risks.  We also believe our operating units generally operate on different market cycles, producing more earnings stability than if we focused entirely on one product. As a result of the pooling arrangement among our insurance company subsidiaries, we are able to efficiently allocate our capital among these various specialty and niche markets in response to market conditions and expansion opportunities.  We believe that this market diversification reduces our risk profile and enhances our profitability.
 
 
·
Experienced management team.  Our senior corporate management has an average of over 20 years of insurance experience.  In addition, our operating units have strong management teams, with an average of more than 25 years of insurance industry experience for the heads of our operating units and an average of more than 15 years of underwriting experience for our underwriters.  Our management has significant experience in all aspects of property/casualty insurance, including underwriting, claims management, actuarial analysis, reinsurance and regulatory compliance.  In addition, Hallmark’s senior management has a strong track record of acquiring businesses that expand our product offerings and improve our profitability profile.
 
 
10

 
 
Our Strategy
 
We are striving to become a leading diversified property/casualty insurance group offering products in specialty and niche markets through the following strategies:

 
·
Focusing on underwriting discipline and operational efficiency.  We seek to consistently generate an underwriting profit on the business we write in hard and soft markets.  Our operating units have a strong track record of underwriting discipline and operational efficiency which we seek to continue.  We believe that in soft markets our competitors often offer policies at a low or negative underwriting profit in order to maintain or increase their premium volume and market share.  In contrast, we seek to write business based on its profitability rather than focusing solely on premium production.  To that end, we provide financial incentives to many of our underwriters and independent agents based on underwriting profitability.

 
·
Increasing the retention of business written by our operating units.  Our operating units have a strong track record of writing profitable business in their target markets.  Historically, the majority of those premiums were retained by unaffiliated insurers.  During 2005, we increased the capital of our insurance company subsidiaries which has enabled us to retain significantly more of the premiums our operating units produce.  We expect to continue to increase the portion of our premium production retained by our insurance company subsidiaries.  We believe that the underwriting profit earned from this retained business will drive our profitability growth in the near-term.

 
·
Achieving organic growth in our existing business lines.  We believe that we can achieve organic growth in our existing business lines by consistently providing our insurance products through market cycles, expanding geographically, expanding our product offerings, expanding our agency relationships and further penetrating our existing customer base.  We believe that our extensive market knowledge and strong agency relationships position us to compete effectively in our various specialty and niche markets.  We also believe there is a significant opportunity to expand some of our existing business lines into new geographical areas and through new agency relationships while maintaining our underwriting discipline and operational efficiency.  In addition, we believe there is an opportunity for some of our operating units to further penetrate their existing customer bases with additional products offered by other operating units.

 
·
Pursuing selected, opportunistic acquisitions.  We seek to opportunistically acquire insurance organizations that operate in specialty or niche property/casualty insurance markets that are complementary to our existing operations.  We seek to acquire companies with experienced management teams, stable loss results and strong track records of underwriting profitability and operational efficiency.  Where appropriate, we intend to ultimately retain profitable business produced by the acquired companies that would otherwise be retained by unaffiliated insurers.  Our management has significant experience in evaluating potential acquisition targets, structuring transactions to ensure continued success and integrating acquired companies into our operational structure.

Distribution
 
We market our property/casualty insurance products solely through independent general agents, retail agents and specialty brokers.  Therefore, our relationships with independent agents and brokers are critical to our ability to identify, attract and retain profitable business.  Each of our operating units has developed its own tailored approach to establishing and maintaining its relationships with these independent distributors of our products.  These strategies focus on providing excellent service to our agents and brokers, maintaining a consistent presence in our target niche and specialty markets through hard and soft market cycles and fairly compensating the agents and brokers who market our products.  Our operating units also regularly evaluate independent general and retail agents based on the underwriting profitability of the business they produce and their performance in relation to our objectives.
 
Except for the products of our Aerospace Operating Unit and our Heath XS Operating Unit, the distribution of property/casualty insurance products by our business segments is geographically concentrated.  For the twelve months ended December 31, 2008, five states accounted for approximately 75% of the gross premiums retained by our insurance subsidiaries.  The following table reflects the geographic distribution of our insured risks, as represented by direct and assumed premiums written by our business segments for the twelve months ended December 31, 2008.
 
 
11

 
 
   
Standard
   
Specialty
                   
   
Commercial
   
Commercial
   
Personal
         
Percent of
 
State
 
Segment
   
Segment
   
Segment
   
Total
   
Total
 
   
(dollars in thousands)
       
                               
Texas
  $ 23,004     $ 71,139     $ 13,375     $ 107,518       44.1 %
Oregon
    24,319       384       1,413       26,116       10.7 %
New Mexico
    12,856       472       9,089       22,417       9.2 %
Idaho
    11,574       333       1,803       13,710       5.6 %
Arizona
    -       861       12,810       13,671       5.6 %
All other states
    8,437       29,636       22,344       60,417       24.8 %
                                         
Total gross premiums written
  $ 80,190     $ 102,825     $ 60,834     $ 243,849          
Percent of total
    32.9 %     42.2 %     24.9 %     100.0 %        
 
Underwriting

The underwriting process employed by our operating units involves securing an adequate level of underwriting information, identifying and evaluating risk exposures and then pricing the risks we choose to accept.  Each of our operating units offering commercial or aviation insurance products employs its own underwriters with in-depth knowledge of the specific niche and specialty markets targeted by that operating unit.  We employ a disciplined underwriting approach that seeks to provide policies appropriately tailored to the specified risks and to adopt price structures that will be supported in the applicable market. Our experienced commercial and aviation underwriters have developed underwriting principles and processes appropriate to the coverages offered by their respective operating units.
 
We believe that managing the underwriting process through our operating units capitalizes on the knowledge and expertise of their personnel in specific markets and results in better underwriting decisions.  All of our underwriters have established limits of underwriting authority based on their level of experience.  We also provide financial incentives to many of our underwriters based on underwriting profitability.
 
To better diversify our revenue sources and manage our risk, we seek to maintain an appropriate business mix among our operating units. At the beginning of each year, we establish a target net loss ratio for each operating unit. We then monitor the actual net loss ratio on a monthly basis. If any line of business fails to meet its target net loss ratio, we seek input from our underwriting, actuarial and claims management personnel to develop a corrective action plan.  Depending on the particular circumstances, that plan may involve tightening underwriting guidelines, increasing rates, modifying product structure, re-evaluating independent agency relationships or discontinuing unprofitable coverages or classes of risk.
 
An insurance company's underwriting performance is traditionally measured by its statutory loss and loss adjustment expense ratio, its statutory expense ratio and its statutory combined ratio.  The statutory loss and loss adjustment expense ratio, which is calculated as the ratio of net losses and loss adjustment expenses (“LAE”) incurred to net premiums earned, helps to assess the adequacy of the insurer’s rates, the propriety of its underwriting guidelines and the performance of its claims department.  The statutory expense ratio, which is calculated as the ratio of underwriting and operating expenses to net premiums written, assists in measuring the insurer’s cost of processing and managing the business.  The statutory combined ratio, which is the sum of the statutory loss and LAE ratio and the statutory expense ratio, is indicative of the overall profitability of an insurer’s underwriting activities, with a combined ratio of less than 100% indicating profitable underwriting results.
 
The following table shows, for the periods indicated, (i) our gross premiums written (in thousands); and (ii) our underwriting results as measured by the net statutory loss and LAE ratio, the statutory expense ratio, and the statutory combined ratio.

   
Year Ended December 31,
 
   
2008
   
2007
   
2006
 
Gross premiums written
  $ 243,849     $ 249,472     $ 213,945  
                         
Statutory loss & LAE ratio
    63.4 %     61.5 %     61.5 %
Statutory expense ratio
    30.9 %     30.0 %     29.4 %
Statutory combined ratio
    94.3 %     91.5 %     90.9 %
 
 
12

 
 
These statutory ratios do not reflect the deferral of policy acquisition costs, investment income, premium finance revenues, or the elimination of inter-company transactions required by U.S. generally accepted accounting principles (“GAAP”).
 
The premium-to-surplus percentage measures the relationship between net premiums written in a given period (premiums written, less returned premiums and reinsurance ceded to other carriers) to policyholders surplus (admitted assets less liabilities), determined on the basis of statutory accounting practices prescribed or permitted by insurance regulatory authorities.  Insurance companies are expected to maintain a premium-to-surplus percentage of not more than 300%. For the years ended December 31, 2008, 2007, and 2006, our consolidated premium-to-surplus ratios were 170%, 181% and 181%, respectively.   The decrease in premium-to-surplus percentage in 2008 reflects lower net written premiums by the Standard Commercial Segment offset by additional retention of premiums produced by the Specialty Commercial Segment, as well as increased premiums written in the Personal Segment.
 
Claims Management and Administration
 
We believe that effective claims management is critical to our success and that our claims management process is cost-effective, delivers the appropriate level of claims service and produces superior claims results. Our claims management philosophy emphasizes the delivery of courteous, prompt and effective claims handling and embraces responsiveness to policyholders and agents.  Our claims strategy focuses on thorough investigation, timely evaluation and fair settlement of covered claims while consistently maintaining appropriate case reserves. We seek to compress the cycle time of claim resolution in order to control both loss and claim handling cost.  We also strive to control legal expenses by negotiating competitive rates with defense counsel and vendors, establishing litigation budgets and monitoring invoices.
 
Each of our operating units maintains its own dedicated staff of specialized claims personnel to manage and administer claims arising under policies produced through their respective operations.  The claims process is managed through a combination of experienced claims managers, seasoned claims supervisors, trained staff adjusters and independent adjustment or appraisal services, when appropriate. All adjusters are licensed in those jurisdictions for which they handle claims that require licensing. Limits on settlement authority are established for each claims supervisor and staff adjuster based on their level of experience.  Independent adjusters have no claim settlement authority.  Claim exposures are periodically and systematically reviewed by claim supervisors and managers as a method of quality and loss control.  Large loss exposures are reviewed at least quarterly with senior management of the operating unit and monitored by Hallmark senior management.
 
Claims personnel receive in-house training and are required to attend various continuing education courses pertaining to topics such as best practices, fraud awareness, legal environment, legislative changes and litigation management. Depending on the criteria of each operating unit, our claims adjusters are assigned a variety of claims to enhance their knowledge and ensure their continued development in efficiently handling claims. As of December 31, 2008, our operating units had a total of 50 claims managers, supervisors and adjusters with an average of approximately 16 years experience.

Analysis of Losses and LAE

Our consolidated financial statements include an estimated reserve for unpaid losses and LAE.  We estimate our reserve for unpaid losses and LAE by using case-basis evaluations and statistical projections, which include inferences from both losses paid and losses incurred.  We also use recent historical cost data and periodic reviews of underwriting standards and claims management practices to modify the statistical projections.  We give consideration to the impact of inflation in determining our loss reserves, but do not discount reserve balances.

The amount of reserves represents our estimate of the ultimate cost of all unpaid losses and LAE incurred.  These estimates are subject to the effect of trends in claim severity and frequency. We regularly review the estimates and adjust them as claims experience develops and new information becomes known.  Such adjustments are included in current operations, including increases and decreases, net of reinsurance, in the estimate of ultimate liabilities for insured events of prior years.

Changes in loss development patterns and claim payments can significantly affect the ability of insurers to estimate reserves for unpaid losses and related expenses.  We seek to continually improve our loss estimation process by refining our ability to analyze loss development patterns, claim payments and other information within a legal and regulatory environment which affects development of ultimate liabilities. Future changes in estimates of claim costs may adversely affect future period operating results.  However, such effects cannot be reasonably estimated currently.

 
13

 

Reconciliation of reserve for unpaid losses and LAE.  The following table provides a reconciliation of our beginning and ending reserve balances on a net-of-reinsurance basis for the years ended December 31, 2008, 2007 and 2006, to the gross-of-reinsurance amounts reported in our balance sheets at December 31, 2008, 2007 and 2006.

   
As of and for Year Ended December 31,
 
   
2008
   
2007
   
2006
 
   
(dollars in thousands)
 
                   
Reserve for unpaid losses and LAE, net of reinsurance recoverables, January 1
  $ 120,849     $ 72,801     $ 25,997  
                         
Acquisitions of subsidiaries effective January 1
    -       -       4,562  
                         
Provision for losses and LAE for claims occurring in the current period
    146,059       139,332       88,294  
                         
Increase (decrease) in reserve for unpaid losses and LAE for claims occurring in prior periods
    (1,815 )     (6,414 )     (1,177 )
                         
Payments for losses and LAE, net of reinsurance:
                       
    Current period
    (64,610 )     (54,809 )     (28,154 )
     Prior periods
    (50,458 )     (30,061 )     (16,721 )
                         
Reserve for unpaid losses and LAE at December 31,   net of reinsurance recoverable
  $ 150,025     $ 120,849     $ 72,801  
                         
Reinsurance recoverable on unpaid losses and LAE at December 31
    6,338       4,489       4,763  
                         
Reserve for unpaid losses and LAE at December 31, gross of reinsurance
  $ 156,363     $ 125,338     $ 77,564  

The $1.8 million, $6.4 million and $1.2 million favorable development in prior accident years recognized in 2008, 2007 and 2006, respectively, represent normal changes in our loss reserve estimates. In each case, the aggregate loss reserve estimates for prior years were decreased to reflect favorable loss development when the available information indicated a reasonable likelihood that the ultimate losses would be less than the previous estimates. Generally, changes in reserves are caused by variations between actual experience and previous expectations and by reduced emphasis on the Bornhuetter-Ferguson method due to the aging of the accident years.  (See, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates and Judgments - Reserves for unpaid losses and loss adjustment expenses.”)

The $1.8 million decrease in reserves for unpaid losses and LAE recognized in 2008 was attributable to $0.7 million favorable development on claims incurred in the 2007 accident year, $0.9 million favorable development on claims incurred in the 2006 accident year and $0.2 million favorable development on claims incurred in the 2005 and prior accident years.  Our AHIS Operating Unit and Personal Lines Operating Unit accounted for $2.4 million and $0.7 million, respectively, of the decrease in reserves recognized in 2008, partially offset by a $1.5 million increase in reserves in our TGA Operating Unit.   The decrease in reserves for our AHIS Operating Unit was primarily the result of favorable claims development in the 2007 accident year with respect to the commercial automobile physical damage and commercial property lines of business, offset somewhat by unfavorable development in accident year 2005 with respect to commercial package liability coverage.  The decrease in reserves for our Personal Lines Operating Unit was primarily the result of favorable claims development in accident year 2006.  The increase in reserves for our TGA Operating Unit was primarily the result of unfavorable claims development in accident years 2006 and 2007 attributable to a small number of larger than normal commercial automobile liability claims, partially offset by favorable claims development on the general liability line of business in accident years 2005 through 2007.

The $6.4 million decrease in reserves for unpaid losses and LAE recognized in 2007 was attributable to $3.2 million favorable development on claims incurred in the 2006 accident year, $1.8 million favorable development on claims incurred in the 2005 accident year and $1.4 million favorable development on claims incurred in the 2004 and prior accident years.  Our TGA Operating Unit and AHIS Operating Unit accounted for $3.7 million and $1.7 million, respectively, of the decrease in reserves for unpaid losses and LAE recognized in 2007.  Loss experience data accumulated since our acquisition of the TGA Operating Unit in January, 2006, were lower than the outside actuary’s estimate initially used to establish loss reserves.  In late 2006, our AHIS Operating Unit experienced a small number of large, late reported general liability losses from earlier accident years.  As a result of this unexpected claim development, we increased our loss reserve estimates for this business at the end of 2006.  However, subsequent experience suggested that the impact of these types of claims would be less significant in more recent accident years than originally anticipated due in part to coverage restrictions previously implemented.

 
14

 
 
The $1.2 million decrease in reserves for unpaid losses and LAE recognized in 2006 was primarily attributable to favorable loss development in our Personal Segment for accident years 2002 through 2004.  At the time these loss reserves were initially established, new management was in the process of implementing operational changes designed to improve operating results.  However, the effectiveness of these operational changes could not be accurately predicted at that time.  As additional data emerged, it became increasingly clear that the actual results from these operational enhancements were developing more favorably than originally projected.
 
SAP/GAAP reserve reconciliation. The differences between the reserves for unpaid losses and LAE reported in our consolidated financial statements prepared in accordance with GAAP and those reported in our annual statements filed with the Texas Department of Insurance, the Arizona Department of Insurance and the Oklahoma Insurance Department in accordance with statutory accounting practices (“SAP”) as of December 31, 2008 and 2007 are summarized below.
 
   
As of December 31,
 
   
2008
   
2007
 
   
(in thousands)
 
Reserve for unpaid losses and LAE on a SAP basis (net of reinsurance recoverables on unpaid losses)
  $ 150,024     $ 120,798  
Unamortized risk premium reserve discount from the HIC acquisition
    -       1  
                 
Estimated future unallocated LAE reserve for claim service subsidiaries
    1       50  
                 
Reserve for unpaid losses and LAE on a GAAP basis (net of reinsurance recoverables on unpaid losses)
  $ 150,025     $ 120,849  
 
Analysis of loss and LAE reserve development. The following table shows the development of our loss reserves, net of reinsurance, for years ended December 31, 1998 through 2008.  Section A of the table shows the estimated liability for unpaid losses and LAE, net of reinsurance, recorded at the balance sheet date for each of the indicated years.  This liability represents the estimated amount of losses and LAE for claims arising in prior years that are unpaid at the balance sheet date, including losses that have been incurred but not yet reported to us.  Section B of the table shows the re-estimated amount of the previously recorded liability, based on experience as of the end of each succeeding year.  The estimate is increased or decreased as more information becomes known about the frequency and severity of claims.

Cumulative Redundancy/Deficiency (Section C of the table) represents the aggregate change in the estimates over all prior years.  Thus, changes in ultimate development estimates are included in operations over a number of years, minimizing the significance of such changes in any one year.

 
15

 

ANALYSIS OF LOSS AND LAE DEVELOPMENT
As of and for Year Ended December 31
 
   
1998
   
1999
   
2000
   
2001
   
2002
   
2003
   
2004
   
2005
   
2006
   
2007
   
2008
 
   
(dollars in thousands)
 
A. Reserve for Unpaid Losses & LAE, Net of Reinsurance Recoverables
  $ 4,580     $ 5,409     $ 7,451     $ 7,919     $ 8,411     $ 21,197     $ 17,700     $ 25,997     $ 72,801     $ 120,849     $ 150,025  
                                                                                         
B. Net Reserve Re-estimated as of :
                                                                                       
One year later
    4,594       5,506       7,974       8,096       8,875       20,003       15,300       24,820       66,387       119,034          
Two years later
    4,464       5,277       7,863       8,620       8,881       19,065       15,473       24,903       68,490                  
Three years later
    4,225       5,216       7,773       8,856       8,508       19,698       13,962       23,144                          
Four years later
    4,179       5,095       7,901       8,860       8,446       18,551       14,166                                  
Five years later
    4,111       5,028       7,997       8,855       8,478       18,769                                          
Six years later
    4,101       5,153       7,999       8,884       8,461                                                  
Seven years later
    4,209       5,153       8,026       8,669                                                          
Eight years later
    4,203       5,182       8,014                                                                  
Nine years later
    4,227       5,170                                                                          
Ten years later
    4,227                                                                                  
                                                                                         
C. Net Cumulative Redundancy (Deficiency)
    353       239       (563 )     (750 )     (50 )     2,428       3,534       2,853       4,311       1,815          
                                                                                         
D. Cumulative Amount of Claims Paid, Net of Reinsurance Recoveries, through:
                                                                                       
One year later
    2,791       3,229       5,377       5,691       5,845       12,217       8,073       16,721       30,061       50,458          
Two years later
    3,476       4,436       7,070       7,905       7,663       15,814       12,004       22,990       46,860                  
Three years later
    3,911       4,909       7,584       8,603       8,228       18,162       13,113       24,562                          
Four years later
    4,002       5,014       7,810       8,798       8,374       17,997       13,750                                  
Five years later
    4,051       4,966       7,960       8,821       8,417       18,415                                          
Six years later
    4,061       5,116       7,970       8,853       8,439                                                  
Seven years later
    4,204       5,124       7,995       8,869                                                          
Eight years later
    4,203       5,151       8,014                                                                  
Nine years later
    4,227       5,170                                                                          
Ten years later
                                                                                       
 
   
2008
   
2007
 
             
Net  Reserve, December 31
  $ 150,025     $ 120,849  
Reinsurance Recoverables
    6,338       4,489  
Gross Reserve, December 31
  $ 156,363     $ 125,338  
                 
Net Re-estimated Reserve
          $ 119,034  
Re-estimated Reinsurance Recoverable
            6,007  
Gross Re-estimated Reserve
          $ 125,041  
                 
Gross Cumulative Redundancy
          $ 297  
 
Reinsurance
 
We reinsure a portion of the risk we underwrite in order to control our exposure to losses and to protect our capital resources.  We cede to reinsurers a portion of these risks and pay premiums based upon the risk and exposure of the policies subject to such reinsurance.  Ceded reinsurance involves credit risk and is generally subject to aggregate loss limits.  Although the reinsurer is liable to us to the extent of the reinsurance ceded, we are ultimately liable as the direct insurer on all risks reinsured.  Reinsurance recoverables are reported after allowances for uncollectible amounts.  We monitor the financial condition of reinsurers on an ongoing basis and review our reinsurance arrangements periodically.  Reinsurers are selected based on their financial condition, business practices and the price of their product offerings.  Our reinsurance facilities are subject to annual renewal.
 
 
16

 
 
The following table presents our gross and net premiums written and earned and reinsurance recoveries for each of the last three years.
 
   
Year Ended December 31,
 
   
2008
   
2007
   
2006
 
                   
Gross premiums written
  $ 243,849     $ 249,472     $ 213,945  
Ceded premiums written
    (8,922 )     (10,661 )     (11,017 )
Net premiums written
  $ 234,927     $ 238,811     $ 202,928  
                         
Gross premiums earned
  $ 244,656     $ 238,080     $ 162,216  
Ceded premiums earned
    (8,336 )     (12,109 )     (10,155 )
Net premiums earned
  $ 236,320     $ 225,971     $ 152,061  
                         
Reinsurance recoveries
  $ 11,994     $ 3,862     $ 5,225  
 
Our insurance company subsidiaries presently retain 100% of the risk associated with all policies marketed by our Personal Lines Operating Unit. Effective November 1, 2008, AHIC assumes from a third party 35% of the risk on policies written by our Heath XS Operating Unit. We currently reinsure the following exposures on business generated by our AHIS Operating Unit, our TGA Operating Unit and our Aerospace Operating Unit:
 
 
·
Property catastrophe.  Our property catastrophe reinsurance reduces the financial impact a catastrophe could have on our commercial property insurance lines.  Catastrophes might include multiple claims and policyholders.  Catastrophes include hurricanes, windstorms, earthquakes, hailstorms, explosions, severe winter weather and fires.  Our property catastrophe reinsurance is excess-of-loss reinsurance, which provides us reinsurance coverage for losses in excess of an agreed-upon amount.  We utilize catastrophe models to assist in determining appropriate retention and limits to purchase.  The terms of our property catastrophe reinsurance, effective July 1, 2008, are:
 
 
o
We retain the first $3 million of property catastrophe losses; and
 
 
o
Our reinsurers reimburse us for any loss in excess of our $3 million retention up to $10 million for each catastrophic occurrence, subject to an aggregate limit of $14 million.  As a result of hurricane losses, we had ceded losses of approximately $8.5 million and had approximately $5.5 million of coverage remaining under this layer of catastrophe reinsurance at December 31, 2008; and
 
 
o
Our reinsurers reimburse us for any loss in excess of $10 million up to $25 million for each catastrophic occurrence subject to an aggregate limit of $50 million.
 
 
·
Commercial property.  Our commercial property reinsurance is excess-of-loss coverage intended to reduce the financial impact a single-event or catastrophic loss may have on our results.  The terms of our commercial property reinsurance, effective July 1, 2008, are:
 
 
o
We retain the first $1 million of loss for each commercial property risk;
 
 
o
Our reinsurers reimburse us for the next $5 million for each commercial property risk; and
 
 
o
Individual risk facultative reinsurance is purchased on any commercial property with limits above $6 million.
 
 
·
Commercial casualty.  Our commercial casualty reinsurance is excess-of-loss coverage intended to reduce the financial impact a single-event loss may have on our results.  The terms of our commercial casualty reinsurance, effective July 1, 2008, are:
 
 
o
We retain the first $1 million of any commercial liability risk; and
 
 
o
Our reinsurers reimburse us for the next $5 million for each commercial liability risk.
 
 
·
Aviation.  We purchase reinsurance specific to the aviation risks underwritten by our Aerospace Operating Unit.  This reinsurance provides aircraft hull and liability coverage and airport liability coverage on a per occurrence basis on the following terms:
 
 
o
We retain the first $350,000 of each aircraft hull or liability loss or airport liability loss;
 
 
17

 
 
 
o
Our reinsurers reimburse us for the next $2.15 million of each aircraft hull or liability loss and for the next $650,000 of each airport liability loss; and
 
 
o
Risks with liability limits greater than $1 million are placed in a quota share treaty where we retain 20% of incurred losses.
 
Investment Portfolio
 
Our investment objective is to maximize current yield while maintaining safety of capital together with sufficient liquidity for ongoing insurance operations.  Our investment portfolio is composed of fixed-income and equity securities.  As of December 31, 2008, we had total invested assets of $293.5 million. If market rates were to increase by 1%, the fair value of our fixed-income securities as of December 31, 2008 would decrease by approximately $9.5 million.  The following table shows the fair values of various categories of fixed-income securities, the percentage of the total fair value of our invested assets represented by each category and the tax equivalent book yield based on fair value of each category of invested assets as of December 31, 2008 and 2007.

   
As of December 31, 2008
   
As of December 31, 2007
 
   
Fair
   
Percent of
         
Fair
   
Percent of
       
   
Value
   
Total
   
Yield
   
Value
   
Total
   
Yield
 
   
(in thousands)
               
(in thousands)
             
                                     
Category
                                   
Corporate bonds
  $ 60,547       22.5 %     7.4 %   $ 50,096       20.0 %     6.8 %
Municipal bonds
    203,791       75.9 %     8.6 %     100,210       40.0 %     7.2 %
US Treasury bonds
    4,175       1.6 %     3.8 %     100,050       40.0 %     4.7 %
Mortgage backed securities
    -       0.0 %     0.0 %     3       0.0 %     6.8 %
                                                 
Total
  $ 268,513       100.0 %     8.3 %   $ 250,359       100.0 %     6.1 %

The weighted average credit rating for our fixed-income portfolio, using ratings assigned by Standard and Poor’s Rating Services (a division of the McGraw-Hill Companies, Inc.), was A+ at December 31, 2008.  The following table shows the distribution of our fixed-income portfolio by Standard and Poor’s rating as a percentage of total market value as of December 31, 2008 and 2007:
 
   
As of
   
As of
 
   
December 31, 2008
   
December 31, 2007
 
Rating:
           
"AAA"
    16.5 %     73.7 %
"AA"
    42.5 %     6.4 %
"A"
    20.7 %     6.3 %
"BBB"
    9.1 %     4.6 %
"BB"
    8.7 %     6.1 %
"B"
    1.2 %     2.9 %
"CCC"
    1.3 %     0.0 %
Total
    100.0 %     100.0 %
 
 
18

 

The following table shows the composition of our fixed-income portfolio by remaining time to maturity as of December 31, 2008 and 2007.

   
As of December 31, 2008
   
As of December 31, 2007
 
         
Percentage of
         
Percentage of
 
         
Total
         
Total
 
   
Fair Value
   
Fair Value
   
Fair Value
   
Fair Value
 
   
(in thousands)
         
(in thousands)
       
Remaining time to maturity:
                       
Less than one year
  $ 59,964       22.3 %   $ 14,854       5.9 %
One to five years
    87,142       32.4 %     162,524       64.9 %
Five to ten years
    55,206       20.6 %     53,305       21.3 %
More than ten years
    66,201       24.7 %     19,673       7.9 %
Mortgage-backed securities
    -       0.0 %     3       0.0 %
Total
  $ 268,513       100.0 %   $ 250,359       100.0 %

Our investment strategy is to conservatively manage our investment portfolio by investing primarily in readily marketable, investment-grade fixed-income securities. As of December 31, 2008, 8.5% of our investment portfolio was invested in equity securities. Our investment portfolio is managed internally.  We regularly review our portfolio for declines in value. If a decline in value is deemed temporary, we record the decline as an unrealized loss in other comprehensive income on our consolidated statement of stockholders’ equity and comprehensive income and accumulated other comprehensive income on our consolidated balance sheet. If the decline is deemed other-than -temporary, we write down the carrying value of the investment and record a realized loss in our consolidated statements of operations.  As of December 31, 2008, we had a net unrealized loss of $17.8 million on our investments.  The following table details the net unrealized loss (gain) balance by invested asset category as of December 31, 2008.

   
Net Unrealized
 
Category
 
Loss (Gain) Balance
 
   
(in thousands)
 
       
Corporate debt securities
  $ (6,610 )
Municipal bonds
    (7,292 )
Equity securities
    (4,050 )
US Treasury securities and obligations of
       
U.S. government corporations and agencies
    179  
            
    $ (17,773 )

As part of our overall investment strategy, we also maintain an integrated cash management system utilizing on-line banking services and daily overnight investment accounts to maximize investment earnings on all available cash.

Technology
 
The majority of our technology systems are based on products licensed from insurance-specific technology vendors which have been substantially customized to meet the unique needs of our various operating units.  Our technology systems primarily consist of integrated central processing computers, a series of server-based computer networks and various communications systems that allow our branch offices to share systems solutions and communicate to the home office in a timely, secure and consistent manner.  We maintain backup facilities and systems through a contract with a leading provider of computer disaster recovery services.  Each operating unit bears the information services expenses specific to its operations as well as a portion of the corporate services expenses.  Increases to vendor license and service fees are capped per annum.

We believe the implementation of our various technology systems has increased our efficiency in the processing of our business, resulting in lower operating costs. Additionally, our systems enable us to provide a high level of service to our agents and policyholders by processing our business in a timely and efficient manner, communicating and sharing data with our agents and providing a variety of methods for the payment of premiums.  We believe these systems have also improved the accumulation and analysis of information for our management.

 
19

 
 
Ratings

Many insurance buyers, agents and brokers use the ratings assigned by A.M. Best and other rating agencies to assist them in assessing the financial strength and overall quality of the companies from which they are considering purchasing insurance.  A.M. Best has pooled its ratings of our three insurance company subsidiaries and assigned a financial strength rating of “A-” (Excellent) and an issuer credit rating of “a-” to each of our individual insurance company subsidiaries and to the pool formed by our insurance company subsidiaries.  An “A–” rating is the fourth highest of 15 rating categories used by A.M. Best.  In evaluating an insurer’s financial and operating performance, A.M. Best reviews the company’s profitability, indebtedness and liquidity, as well as its book of business, the adequacy and soundness of its reinsurance, the quality and estimated market value of its assets, the adequacy of its loss reserves, the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence. A.M. Best’s ratings reflect its opinion of an insurer’s financial strength, operating performance and ability to meet its obligations to policyholders and are not an evaluation directed at investors or recommendations to buy, sell or hold an insurer’s stock.

Competition

The property/casualty insurance market, our primary source of revenue, is highly competitive and, except for regulatory considerations, has very few barriers to entry.  According to A.M. Best, there were 3,220 property/casualty insurance companies and 2,092 property/casualty insurance groups operating in North America as of July 21, 2008.  Our AHIS Operating Unit competes with a variety of large national standard commercial lines carriers such as The Hartford, Zurich North America, Travelers and Liberty Mutual, as well as numerous smaller regional companies.  The primary competition for our TGA Operating Unit’s excess and surplus lines products includes such carriers as Atlantic Casualty Insurance Company, Colony Insurance Company, Burlington Insurance Company, Penn America Insurance Group and, to a lesser extent, a number of national standard lines carriers such as Zurich North America and The Hartford.  Our Aerospace Operating Unit considers its primary competitors to be Houston Casualty Corp., Britt-Paulk, Global Aerospace, Phoenix Aviation, W. Brown & Company, AIG and London Aviation Underwriters.  The primary competition for our Heath XS Operating Unit includes such carriers as Axis Insurance Company, Colony Insurance Company, General Star Insurance Company and Lexington Insurance Company. Although our Personal Lines Operating Unit competes with large national insurers such as Allstate, State Farm and Progressive, as a participant in the non-standard personal automobile marketplace its competition is most directly associated with numerous regional and mono-line insurance companies and managing general agencies.  Our competitors include entities which have, or are affiliated with entities which have, greater financial and other resources than we have.

Generally, we compete on price, customer service, coverages offered, claims handling, financial stability, agent commission and support, customer recognition and geographic coverage.  We compete with companies who use independent agents, captive agent networks, direct marketing channels or a combination thereof.

Insurance Regulation

Our insurance operations are regulated by the Texas Department of Insurance, the Arizona Department of Insurance and the Oklahoma Insurance Department, as well as the applicable insurance department of each state in which we issue policies.  AHIC, HIC and HSIC are required to file quarterly and annual statements of their financial condition prepared in accordance with statutory accounting practices with the Texas Department of Insurance, the Arizona Department of Insurance and the Oklahoma Insurance Department, respectively, and the applicable insurance department of each state in which they write business.  The financial conditions of AHIC, HIC and HSIC, including the adequacy of surplus, loss reserves and investments, are subject to review by the insurance department of their respective states of domicile.
 
Periodic financial and market conduct examinations.  The Texas Department of Insurance, the Arizona Department of Insurance and the Oklahoma Insurance Department have broad authority to enforce insurance laws and regulations through examinations, administrative orders, civil and criminal enforcement proceedings, and suspension or revocation of an insurer’s certificate of authority or an agent’s license.  The state insurance departments that have jurisdiction over our insurance company subsidiaries may conduct on-site visits and examinations of the insurance companies' affairs, especially as to their financial condition, ability to fulfill their obligations to policyholders, market conduct, claims practices and compliance with other laws and applicable regulations.  Typically, these examinations are conducted every three to five years.  In addition, if circumstances dictate, regulators are authorized to conduct special or target examinations of insurance companies to address particular concerns or issues.  The results of these examinations can give rise to regulatory orders requiring remedial, injunctive or other corrective action on the part of the company that is the subject of the examination, assessment of fines or other penalties against that company.  In extreme cases, including actual or pending insolvency, the insurance department may take over, or appoint a receiver to take over, the management or operations of an insurer or an agent’s business or assets.
 
 
20

 
 
Guaranty funds.  All insurance companies are subject to assessments for state-administered funds which cover the claims and expenses of insolvent or impaired insurers.  The size of the assessment is determined each year by the total claims on the fund that year.  Each insurer is assessed a pro rata share based on its direct premiums written in that state.  Payments to the fund may be recovered by the insurer through deductions from its premium taxes over a specified period of years.
 
Transactions between insurance companies and their affiliates.   Hallmark is also regulated as an insurance holding company by the Texas Department of Insurance, the Arizona Department of Insurance and the Oklahoma Insurance Department.  Financial transactions between Hallmark or any of its affiliates and AHIC, HIC or HSIC are subject to regulation.  Transactions between our insurance company subsidiaries and their affiliates generally must be disclosed to state regulators, and prior regulatory approval generally is required before any material or extraordinary transaction may be consummated or any management agreement, services agreement, expense sharing arrangement or other contract providing for the rendering of services on a regular, systematic basis is implemented.  State regulators may refuse to approve or may delay approval of such a transaction, which may impact our ability to innovate or operate efficiently.
 
Dividends. Dividends and distributions to Hallmark by AHIC, HIC or HSIC are restricted by the insurance regulations of the respective state in which each insurance company subsidiary is domiciled.  As a property/casualty insurance company domiciled in the State of Texas, AHIC is limited in the payment of dividends to the amount of surplus profits arising from its business.  In estimating such profits, AHIC must exclude all unexpired risks, all unpaid losses and all other debts due and payable or to become due and payable by AHIC.  In addition, AHIC must obtain the approval of the Texas Department of Insurance before the payment of extraordinary dividends, which are defined as dividends or distributions of cash or other property the fair market value of which combined with the fair market value of each other dividend or distribution made in the preceding 12 months exceeds the greater of: (1) statutory net income as of the prior December 31st or (2) 10% of statutory policyholders' surplus as of the prior December 31st.  HIC, domiciled in Arizona, may pay dividends out of that part of its available surplus funds which is derived from realized net profits on its business.  Without prior written approval from the Arizona Department of Insurance, HIC may not pay extraordinary dividends, which are defined as dividends or distributions of cash or other property the fair market value of which combined with the fair market value of each other dividend or distribution made in the preceding 12 months exceeds the lesser of: (1) 10% of statutory policyholders’ surplus as of the prior December 31st or (2) net investment income as of the prior December 31st.  HSIC, domiciled in Oklahoma, may only pay dividends out of that part of its available surplus funds which is derived from realized net profits on its business.  Without prior written approval from the Oklahoma Insurance Department, HSIC may not pay extraordinary dividends, which are defined as dividends or distributions of cash or other property the fair market value of which combined with the fair market value of each other dividend or distribution made in the preceding 12 months exceeds the greater of: (1) 10% of statutory policyholders’ surplus as of the prior December 31st or (2) statutory net income as of the prior December 31st, not including realized capital gains.

Risk-based capital requirements.  The National Association of Insurance Commissioners requires property/casualty insurers to file a risk-based capital calculation according to a specified formula.  The purpose of the formula is twofold: (1) to assess the adequacy of an insurer’s statutory capital and surplus based upon a variety of factors such as potential risks related to investment portfolio, ceded reinsurance and product mix; and (2) to assist state regulators under the RBC for Insurers Model Act by providing thresholds at which a state commissioner is authorized and expected to take regulatory action.  As of December 31, 2008, the adjusted capital under the risk-based capital calculation of each of our insurance company subsidiaries substantially exceeded the minimum requirements.

Required licensing.  American Hallmark Insurance Services, TGA Insurance Managers, American Hallmark General Agency, Inc., Hallmark Claims Services, Inc., and Aerospace Insurance Managers are each subject to and in compliance with the licensing requirements of the department of insurance in each state in which they produce business.  These licenses govern, among other things, the types of insurance coverages, agency and claims services and products that we may offer consumers in these states.  Such licenses typically are issued only after we file an appropriate application and satisfy prescribed criteria. Generally, each state requires one officer to maintain an agent license.  Claims adjusters employed by us are also subject to the licensing requirements of each state in which they conduct business.  Each employed claim adjuster either holds or has applied for the required licenses.  Our premium finance subsidiaries are subject to licensing, financial reporting and certain financial requirements imposed by the Texas Department of Insurance, as well as regulations promulgated by the Texas Office of Consumer Credit Commissioner.

 
21

 
 
Regulation of insurance rates and approval of policy forms.  The insurance laws of most states in which our subsidiaries operate require insurance companies to file insurance rate schedules and insurance policy forms for review and approval.  State insurance regulators have broad discretion in judging whether our rates are adequate, not excessive and not unfairly discriminatory and whether our policy forms comply with law.  The speed at which we can change our rates depends, in part, on the method by which the applicable state's rating laws are administered.  Generally, state insurance regulators have the authority to disapprove our rates or request changes in our rates.
 
Restrictions on cancellation, non-renewal or withdrawal. Many states have laws and regulations that limit an insurance company's ability to exit a market.  For example, certain states limit an automobile insurance company’s ability to cancel or not renew policies.  Some states prohibit an insurance company from withdrawing from one or more lines of business in the state, except pursuant to a plan approved by the state insurance department.  In some states, this applies to significant reductions in the amount of insurance written, not just to a complete withdrawal.  State insurance departments may disapprove a plan that may lead to market disruption.
 
Investment restrictions.  We are subject to state laws and regulations that require diversification of our investment portfolios and that limit the amount of investments in certain categories.  Failure to comply with these laws and regulations would cause non-conforming investments to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, would require divestiture.
 
Trade practices.  The manner in which we conduct the business of insurance is regulated by state statutes in an effort to prohibit practices that constitute unfair methods of competition or unfair or deceptive acts or practices.  Prohibited practices include disseminating false information or advertising; defamation; boycotting, coercion and intimidation; false statements or entries; unfair discrimination; rebating; improper tie-ins with lenders and the extension of credit; failure to maintain proper records; failure to maintain proper complaint handling procedures; and making false statements in connection with insurance applications for the purpose of obtaining a fee, commission or other benefit.
 
Unfair claims practices.  Generally, insurance companies, adjusting companies and individual claims adjusters are prohibited by state statutes from engaging in unfair claims practices on a flagrant basis or with such frequency to indicate a general business practice.  Examples of unfair claims practices include:
 
 
·
misrepresenting pertinent facts or insurance policy provisions relating to coverages at issue;
 
·
failing to acknowledge and act reasonably promptly upon communications with respect to claims arising under insurance policies;
 
·
failing to adopt and implement reasonable standards for the prompt investigation and settlement of claims arising under insurance policies;
 
·
failing to affirm or deny coverage of claims within a reasonable time after proof of loss statements have been completed;
 
·
attempting to settle a claim for less than the amount to which a reasonable person would have believed such person was entitled;
 
·
attempting to settle claims on the basis of an application that was altered without notice to, or knowledge and consent of, the insured;
 
·
compelling insureds to institute suits to recover amounts due under policies by offering substantially less than the amounts ultimately recovered in suits brought by them;
 
·
refusing to pay claims without conducting a reasonable investigation;
 
·
making claim payments to an insured without indicating the coverage under which each payment is being made;
 
·
delaying the investigation or payment of claims by requiring an insured, claimant or the physician of either to submit a preliminary claim report and then requiring the subsequent submission of formal proof of loss forms, both of which submissions contain substantially the same information;
 
·
failing, in the case of claim denials or offers of compromise or settlement, to promptly provide a reasonable and accurate explanation of the basis for such actions; and
 
·
not attempting in good faith to effectuate prompt, fair and equitable settlements of claims in which liability has become reasonably clear.
 
Employees

As of December 31, 2008, we employed 329 people on a full-time basis.  None of our employees are represented by labor unions.  We consider our employee relations to be good.

 
22

 

Item 1A. Risk Factors.
 
Not applicable to smaller reporting company.
 
Item 1B. Unresolved Staff Comments.

Not applicable

Item 2. Properties.

Our corporate headquarters and AHIS Operating Unit are located at 777 Main Street, Suite 1000, Fort Worth, Texas. The suite is located in a high-rise office building and contains 27,808 square feet of space.  The rent is currently $33,485 per month pursuant to a lease which expires June 30, 2011.  Our corporate headquarters also occupies ten offices in an executive suite located in the same building for $10,100 per month under a lease which expires September 30, 2009.

Our TGA Operating Unit is located at 7411 John Smith, San Antonio, Texas. The suite is located in a high-rise office building and contains 18,904 square feet of space.  The rent is currently $27,962 per month pursuant to a lease which expires June 30, 2010.  Our TGA Operating Unit also maintains a small branch office in Lubbock, Texas. Rent on this branch office is currently $1,025 per month under a lease which expires April 30, 2009.

Our Aerospace Operating Unit is located at 14990 Landmark Boulevard, Suite 300, Addison, Texas. The suite is located in a low-rise office building and contains 8,925 square feet of space.  The rent is currently $13,666 per month pursuant to a lease which expires September 30, 2010.  Our Aerospace Operating Unit also maintains a branch office in Glendale, California.  Rent on the 1,196 square foot suite is currently $2,392 per month pursuant to a lease which expires August 1, 2009.

Our Heath XS Operating Unit is located at 59 South Finley Avenue, Basking Ridge, New Jersey.  The suite is located in a low-rise office building and contains 2,285 square feet of space.  The rent is currently $3,606 per month pursuant to a lease which expires April 30, 2010.

Our Personal Lines Operating Unit is located at 6500 Pinecrest, Suite 100, Plano, Texas.  The suite is located in a one story office building and contains 16,814 square feet of space.  The rent is currently $19,897 per month pursuant to a lease which expires January 31, 2016.

Item 3. Legal Proceedings.

We are engaged in various legal proceedings which are routine in nature and incidental to our business.  None of these proceedings, either individually or in the aggregate, are believed, in our opinion, to have a material adverse effect on our consolidated financial position or our results of operations.

Item 4. Submission of Matters to a Vote of Security Holders.

During the fourth quarter of 2008, we did not submit any matter to a vote of our security holders.

 
23

 
PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Common Stock

Our common stock is currently traded on the Nasdaq Global Market under the symbol “HALL.”  The following table shows the high and low sales prices of our common stock on the Nasdaq Global Market  for each quarter since January 1, 2007.

Period
 
High Sale
   
Low Sale
 
             
Year Ended December 31, 2008:
           
First quarter
  $ 16.76     $ 10.35  
Second quarter
    12.88       8.55  
Third quarter
    10.71       8.40  
Fourth quarter
    9.91       5.05  
                 
Year Ended December 31, 2007:
               
First quarter
  $ 12.25     $ 9.64  
Second quarter
    13.15       11.86  
Third quarter
    15.29       9.97  
Fourth quarter
    17.62       13.29  

Holders

As of March 18, 2009 there were approximately 1,768 shareholders of record of our common stock.

Dividends

Hallmark has never paid dividends on its common stock.  Our board of directors intends to continue this policy for the foreseeable future in order to retain earnings for development of our business.

Hallmark is a holding company and a legal entity separate and distinct from its subsidiaries.  As a holding company, Hallmark is dependent on dividend payments and management fees from its subsidiaries to pay dividends and make other payments.  State insurance laws limit the ability of our insurance company subsidiaries to pay dividends to Hallmark.  As a property/casualty insurance company domiciled in the State of Texas, AHIC is limited in the payment of dividends to Hallmark in any 12-month period, without the prior written consent of the Texas Department of Insurance, to the greater of statutory net income for the prior calendar year or 10% of statutory policyholders surplus as of the prior year end. Dividends may only be paid from unassigned surplus funds. HIC, domiciled in Arizona, is limited in the payment of dividends to the lesser of 10% of prior year policyholders surplus or prior year's net investment income, without prior written approval from the Arizona Department of Insurance. HSIC, domiciled in Oklahoma, is limited in the payment of dividends to the greater of 10% of prior year policyholders surplus or prior year's statutory net income, without prior written approval from the Oklahoma Insurance Department.

 
24

 

Equity Compensation Plan Information
 
The following table sets forth information regarding shares of our common stock authorized for issuance under our equity compensation plans as of December 31, 2008.

               
Number of securities
 
   
Number of securities
         
remaining available
 
   
to be issued upon
   
Weighted-average
   
for future issuance
 
   
exercise of outstanding
   
exercise price of
   
under equity compensation
 
   
options, warrants and
   
outstanding options,
   
plans [excluding securities
 
Plan Category
 
rights
   
warrants and rights
   
reflected in column (a)]
 
   
(a)
   
(b)
   
(c)
 
                   
Equity compensation plans approved by security holders1
    1,043,965     $ 11.19       512,501  
                         
Equity compensation plans not approved by security holders2
    8,333     $ 2.25       - 0 -  
                         
Total
    1,052,298     $ 11.12       512,501  

1
Includes shares of our common stock authorized for issuance under our 2005 Long Term Incentive Plan, as well as shares of our common stock issuable upon exercise of options outstanding under our 1994 Key Employee Long Term Incentive Plan and our 1994 Non-Employee Director Stock Option Plan, both of which terminated in accordance with their terms in 2004.
 
2
Represents shares of our common stock issuable upon exercise of non-qualified stock options granted to our non-employee directors in lieu of cash compensation for their service on the board of directors during fiscal 1999.  The options became fully exercisable on August 16, 2000, and terminate on March 15, 2010, to the extent not previously exercised.

Issuer Repurchases

We did not repurchase any shares of our common stock during the fourth quarter of 2008.

Item 6. Selected Financial Data

Not applicable to smaller reporting company.

 
25

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read together with our consolidated financial statements and the notes thereto.  This discussion contains forward-looking statements.  Please see “Risks Associated with Forward-Looking Statements in this Form 10-K” for a discussion of some of the uncertainties, risks and assumptions associated with these statements.

Overview

Hallmark is an insurance holding company which, through its subsidiaries, engages in the sale of property/casualty insurance products to businesses and individuals. Our business involves marketing, distributing, underwriting and servicing our insurance products, as well as providing other insurance related services. We pursue our business activities through subsidiaries whose operations are organized into operating units and are supported by our insurance carrier subsidiaries.
 
Our non-carrier insurance activities are organized by operating units into the following reportable segments:
 
 
·
Standard Commercial Segment.  The Standard Commercial Segment includes the standard lines commercial property/casualty insurance products and services handled by our AHIS Operating Unit which is comprised of our American Hallmark Insurance Services and ECM subsidiaries.

 
·
Specialty Commercial Segment.  The Specialty Commercial Segment primarily includes the excess and surplus lines commercial property/casualty insurance products and services handled by our TGA Operating Unit, the general aviation insurance products and services handled by our Aerospace Operating Unit and the excess commercial automobile and umbrella products handled by our Heath XS Operating Unit.   Our TGA Operating Unit is comprised of our TGA, PAAC and TGARSI subsidiaries.  Our Aerospace Operating Unit is comprised of our Aerospace Insurance Managers, ASRI and ACMG subsidiaries.  Our Heath XS Operating Unit is compromised of our Heath XS, LLC and Hardscrabble Data Solutions, LLC subsidiaries. The TGA and Aerospace Operating Units were acquired effective January 1, 2006 and the Heath XS Operating Unit was acquired August 29, 2008.

 
·
Personal Segment.  The Personal Segment includes the non-standard personal automobile, low value dwelling/homeowners, renters and motorcycle insurance products and services handled by our Personal Lines Operating Unit which is comprised of American Hallmark General Agency, Inc. and Hallmark Claims Services, Inc., both of which do business as Hallmark Insurance Company.

The retained premium produced by these reportable segments is supported by the following insurance company subsidiaries:

 
·
American Hallmark Insurance Company of Texas presently retains all of the risks on the commercial property/casualty policies marketed within the Standard Commercial Segment and assumes a portion of the risks on the commercial and aviation property/casualty policies marketed within the Specialty Commercial Segment.

 
·
Hallmark Specialty Insurance Company, which was acquired effective January 1, 2006, presently assumes a portion of the risks on the commercial property/casualty policies marketed within the Specialty Commercial Segment.

 
·
Hallmark Insurance Company presently assumes all of the risks on the personal policies marketed within the Personal Segment and assumes a portion of the risks on the aviation property/casualty products marketed within the Specialty Commercial Segment.

 Our insurance company subsidiaries have entered into a pooling arrangement pursuant to which AHIC retains 46.0% of the total net premiums written, HIC retains 34.1% of our total net premiums written and HSIC retains 19.9% of our total net premiums written.
 
Critical Accounting Estimates and Judgments
 
The significant accounting policies requiring our estimates and judgments are discussed below.  Such estimates and judgments are based on historical experience, changes in laws and regulations, observance of industry trends and information received from third parties.  While the estimates and judgments associated with the application of these accounting policies may be affected by different assumptions or conditions, we believe the estimates and judgments associated with the reported consolidated financial statement amounts are appropriate in the circumstances.  For additional discussion of our accounting policies, see Note 1 to the audited consolidated financial statements included in this report.

 
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Valuation of investments. We complete a detailed analysis each quarter to assess whether any decline in the fair value of any investment below cost is deemed other-than-temporary. All securities with an unrealized loss are reviewed.  We recognize an other-than-temporary impairment loss when an investment's value declines below cost, adjusted for accretion, amortization and previous other-than-temporary impairments  and it is determined that the decline is other-than-temporary. Some of the factors considered in evaluating whether a decline in fair value is other-than-temporary include: (1) our ability and intent to retain the investment for a period of time sufficient to allow for an anticipated recovery in value; (2) the recoverability of principal and interest for fixed maturity securities, or cost for equity securities; (3) the length of time and extent to which the fair value has been less than amortized cost for fixed maturity securities, or cost for equity securities; and (4) the financial condition and near-term and long-term prospects for the issuer, including the relevant industry conditions and trends, and implications of rating agency actions and offering prices. When it is determined that an invested asset is other-than-temporarily impaired, the invested asset is written down to fair value, and the amount of the impairment is included in earnings as a realized investment loss. The fair value then becomes the new cost basis of the investment, and any subsequent recoveries in fair value, other than amounts accreted to the expected recovery amount, are recognized at disposition.
 
We recognize a realized loss when impairment is deemed to be other-than-temporary even if a decision to sell an investment has not been made. When we decide to sell a temporarily impaired available-for-sale investment and we do not expect the fair value of the investment to fully recover prior to the expected time of sale, the investment is deemed to be other-than-temporarily impaired in the period in which the decision to sell is made.
 
Risks and uncertainties are inherent in our other-than-temporary decline in value assessment methodology. Risks and uncertainties include, but are not limited to, incorrect or overly optimistic assumptions about financial condition or liquidity, incorrect or overly optimistic assumptions about future prospects, unfavorable changes in economic or social conditions and unfavorable changes in interest rates or credit ratings.
 
Deferred policy acquisition costs.  Policy acquisition costs (mainly commission, underwriting and marketing expenses) that vary with and are primarily related to the production of new and renewal business are deferred and charged to operations over periods in which the related premiums are earned.  Ceding commissions from reinsurers, which include expense allowances, are deferred and recognized over the period premiums are earned for the underlying policies reinsured.
 
The method followed in computing deferred policy acquisition costs limits the amount of such deferred costs to their estimated realizable value.  A premium deficiency exists if the sum of expected claim costs and claim adjustment expenses, unamortized acquisition costs, and maintenance costs exceeds related unearned premiums and expected investment income on those unearned premiums, as computed on a product line basis. We routinely evaluate the realizability of deferred policy acquisition costs.  At December 31, 2008 and 2007, there was no premium deficiency related to deferred policy acquisition costs.
 
Goodwill. Our consolidated balance sheet as of December 31, 2008 includes goodwill of acquired businesses of $41.1 million. This amount has been recorded as a result of prior business acquisitions accounted for under the purchase method of accounting. Under Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) goodwill is tested for impairment annually. We completed our last annual test for impairment during the fourth quarter of 2008 and determined that there was no indication of impairment.
 
A significant amount of judgment is required in performing goodwill impairment tests. Such tests include estimating the fair value of our reporting units. As required by SFAS 142, we compare the estimated fair value of each reporting unit with its carrying amount, including goodwill. Under SFAS 142, fair value refers to the amount for which the entire reporting unit may be bought or sold. Methods for estimating reporting unit values include market quotations, asset and liability fair values and other valuation techniques, such as discounted cash flows and multiples of earnings or revenues. With the exception of market quotations, all of these methods involve significant estimates and assumptions.
 
Deferred tax assets.  We file a consolidated federal income tax return.  Deferred federal income taxes reflect the future tax consequences of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year end.  Deferred taxes are recognized using the liability method, whereby tax rates are applied to cumulative temporary differences based on when and how they are expected to affect the tax return.  Deferred tax assets and liabilities are adjusted for tax rate changes.  A valuation allowance is provided against our deferred tax assets to the extent that we do not believe it is more likely than not that future taxable income will be adequate to realize these future tax benefits.

 
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Reserves for unpaid losses and LAE .  Reserves for unpaid losses and LAE are established for claims which have already been incurred by the policyholder but which we have not yet paid.  Unpaid losses and LAE represent the estimated ultimate net cost of all reported and unreported losses incurred through each balance sheet date.  The reserves for unpaid losses and LAE are estimated using individual case-basis valuations and statistical analyses.  These reserves are revised periodically and are subject to the effects of trends in loss severity and frequency.  (See, “Item 1. Business – Analysis of Losses and LAE” and “-Analysis of Loss and LAE Reserve Development.”)
 
Although considerable variability is inherent in such estimates, we believe that our reserves for unpaid losses and LAE are adequate.  Due to the inherent uncertainty in estimating unpaid losses and LAE, the actual ultimate amounts may differ from the recorded amounts.  A small percentage change could result in a material effect on reported earnings.  For example, a 1% change in December 31, 2008 reserves for unpaid losses and LAE would have produced a $1.6 million change to pretax earnings.  The estimates are continually reviewed and adjusted as experience develops or new information becomes known.  Such adjustments are included in current operations.
 
An actuarial range of ultimate unpaid losses and LAE is developed independent of management’s best estimate and is only used to assess the reasonableness of that estimate.  There is no exclusive method for determining this range, and judgment enters into the process. The primary actuarial technique utilized is a loss development analysis in which ultimate losses are projected based upon historical development patterns.   The primary assumption underlying this loss development analysis is that the historical development patterns will be a reasonable predictor of the future development of losses for accident years which are less mature. An alternate actuarial technique, known as the Bornhuetter-Ferguson method, combines an analysis of loss development patterns with an initial estimate of expected losses or loss ratios.  This approach is most useful for recent accident years.  In addition to assuming the stability of loss development patterns, this technique is heavily dependent on the accuracy of the initial estimate of expected losses or loss ratios.  Consequently, the Bornhuetter-Ferguson method is primarily used to confirm the results derived from the loss development analysis.
 
The range of unpaid losses and LAE estimated by our actuary as of December 31, 2008 was $127.6 million to $169.0 million.  Our best estimate of unpaid losses and LAE as of December 31, 2008 is $156.4 million.  Our carried reserve for unpaid losses and LAE as of December 31, 2008 is comprised of $74.6 million in case reserves and $81.8 million in incurred but not reported reserves.  In setting this estimate of unpaid losses and LAE, we have assumed, among other things, that current trends in loss frequency and severity will continue and that the actuarial analysis was empirically valid.  In the absence of any specific factors indicating actual experience at either extreme of the actuarial range, we have established a best estimate of unpaid losses and LAE which is approximately $8.1 million higher than the midpoint of the actuarial range.  We expected our best estimate to move within the actuarial range from year to year due to changes in our operations and changes within the marketplace.  Due to the inherent uncertainty in reserve estimates, there can be no assurance that the actual losses ultimately experienced will fall within the actuarial range.  However, because of the breadth of the actuarial range, we believe that it is reasonably likely that actual losses will fall within such range.
 
Our reserve requirements are also interrelated with product pricing and profitability.  We must price our products at a level sufficient to fund our policyholder benefits and still remain profitable.  Because claim expenses represent the single largest category of our expenses, inaccuracies in the assumptions used to estimate the amount of such benefits can result in our failing to price our products appropriately and to generate sufficient premiums to fund our operations.
 
Recognition of profit sharing commissions.  Profit sharing commission is calculated and recognized when the loss ratio, as determined by a qualified actuary, deviates from contractual targets.  We receive a provisional commission as policies are produced as an advance against the later determination of the profit sharing commission actually earned.  The profit sharing commission is an estimate that varies with the estimated loss ratio and is sensitive to changes in that estimate.

 
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The following table details the profit sharing commission revenue sensitivity of the Standard Commercial Segment to the actual ultimate loss ratio for each effective quota share treaty at 5.0% above and below the current estimate, which we believe is a reasonably likely range of variance ($ in thousands).
 
   
Treaty Effective Dates
 
   
7/1/01
   
7/1/02
   
7/1/03
   
7/1/04
 
Provisional loss ratio
    60.0 %     59.0 %     59.0 %     64.2 %
Estimated ultimate loss ratio booked to at December 31, 2008
    63.5 %     64.5 %     67.0 %     57.2 %
                                 
Effect of actual 5.0% above estimated loss ratio at December 31, 2008
    -       -       -     $ (2,793 )
Effect of actual 5.0% below estimated loss ratio at December 31, 2008
  $ 1,850     $ 3,055     $ 3,360     $ 2,793  
 
The following table details the profit sharing commission revenue sensitivity of the Specialty Commercial Segment for each effective quota share treaty  at 5.0% above and below the current estimate, which we believe is a reasonably likely range of variance ($ in thousands).
 
   
Treaty Effective Dates
 
   
1/1/06
   
1/1/07
   
1/1/08
 
Provisional loss ratio
    65.0 %     65.0 %     65.0 %
Estimated ultimate loss ratio booked to at December 31, 2008
    56.2 %     58.3 %     65.0 %
                         
Effect of actual 5.0% above estimated loss ratio at December 31, 2008
  $ (3,096 )   $ (2,350 )     -  
Effect of actual 5.0% below estimated loss ratio at December 31, 2008
  $ 1,362     $ 2,021     $ 879  
 
Results of Operations
 
Comparison of Years ended December 31, 2008 and December 31, 2007
 
Management overview. During fiscal 2008, our total revenues were $268.7 million, representing an approximately 2% decrease over the $275.2 million in total revenues for fiscal 2007.  The decrease in total revenue during 2008 was primarily due to recognized losses on our investment portfolio and lower commission income partially offset by higher earned premium and investment income. Standard Commercial revenues decreased $2.4 million during 2008 due primarily to lower earned premium as a result of increased competition, rate pressure, and deterioration of the economic environment in the United States. Increased retention of business and the acquisition of our Heath XS Operating Unit in 2008 drove the $1.3 million increase in revenue by our Specialty Commercial Segment during 2008 compared to 2007. Revenues from our Personal Segment increased $6.2 million during 2008, due largely to geographic expansion into new states. Corporate revenue decreased $11.6 million during 2008 as compared to 2007 primarily due to recognized losses on our investment portfolio of $11.3 million as compared to recognized gains of $2.6 million during 2007, partially offset by increased investment income of $2.3 million for the period ended December 31, 2008, as compared to the same period during 2007.
 
We reported net income of $12.9 million for the year ended December 31, 2008, compared to $27.9 million for the year ended December 31, 2007.  On a diluted per share basis, net income was $0.62 for fiscal 2008 as compared to $1.34 for fiscal 2007.   The decrease in net income was primarily attributable to decreased revenue discussed above and higher loss and LAE due to hurricane related losses during 2008.

 
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Segment information.  The following is additional business segment information for the years ended December 31, 2008 and 2007:
   
Year Ended December 31, 2008
 
   
Standard
   
Specialty
                   
   
Commercial
   
Commercial
   
Personal
             
   
Segment
   
Segment
   
Segment
   
Corporate
   
Consolidated
 
   
(in thousands)
 
Produced premium (1)
  $ 80,193     $ 146,054     $ 60,834     $ -     $ 287,081  
                                         
Gross premiums written
    80,190       102,825       60,834       -       243,849  
Ceded premiums written
    (4,829 )     (4,093 )     -       -       (8,922 )
Net premiums written
    75,361       98,732       60,834       -       234,927  
Change in unearned premiums
    4,434       (1,226 )     (1,815 )      -       1,393  
Net premiums earned
    79,795       97,506       59,019       -       236,320  
                                         
Total revenues
    84,075       127,882       64,475       (7,742 )     268,690  
                                         
Losses and loss adjustment expenses
    49,270       55,933       39,042       (1 )     144,244  
                                         
Pre-tax income (loss), net of minority interest
    9,683       21,328       8,989       (18,926 )     21,074  
                                         
Net loss ratio (2)
    61.7 %     57.4 %     66.2 %             61.0 %
Net expense ratio (2)
    27.1 %     30.7 %     22.2 %             28.9 %
Net combined ratio (2)
    88.8 %     88.1 %     88.4 %             89.9 %

   
Year Ended December 31, 2007
 
   
Standard
   
Specialty
                   
   
Commercial
   
Commercial
   
Personal
             
   
Segment
   
Segment
   
Segment
   
Corporate
   
Consolidated
 
   
(in thousands)
 
Produced premium (1)
  $ 90,985     $ 151,003     $ 55,916     $ -     $ 297,904  
                                         
Gross premiums written
    90,868       102,688       55,916       -       249,472  
Ceded premiums written
    (6,273 )     (4,388 )     -       -       (10,661 )
Net premiums written
    84,595       98,300       55,916       -       238,811  
Change in unearned premiums
    (840 )     (9,589 )     (2,411 )     -       (12,840 )
Net premiums earned
    83,755       88,711       53,505       -       225,971