Unassociated Document
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the quarterly period ended June 30, 2011

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
 
(I.R.S. Employer
Incorporation or organization)
 
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

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes x  No ¨

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o Nox

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, par value $.18 per share – 19,263,457 shares outstanding as of August 8, 2011.

 
 

 

PART I
FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

   
Page Number
     
Consolidated Balance Sheets at June 30, 2011 (unaudited) and December 31, 2010
 
3
     
Consolidated Statements of Operations (unaudited) for the three months and six months ended June 30, 2011 and June 30, 2010
 
4
     
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (unaudited) for the three months and six months ended June 30, 2011 and June 30, 2010
 
5
     
Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2011 and June 30, 2010
 
6
     
Notes to Consolidated Financial Statements (unaudited)
 
7

 
2

 
 
Hallmark Financial Services, Inc. and Subsidiaries
Consolidated Balance Sheets
($ in thousands, except share amounts)

    
June 30
   
December 31
 
   
2011
   
2010
 
   
(unaudited)
       
ASSETS
           
Investments:
           
Debt securities, available-for-sale, at fair value (cost: $393,497 in 2011 and $383,530 in 2010)
  $ 395,975     $ 388,399  
Equity securities, available-for-sale, at fair value (cost: $31,573 in 2011 and $32,469 in 2010)
    42,943       44,042  
                 
Total investments
    438,918       432,441  
                 
Cash and cash equivalents
    50,885       60,519  
Restricted cash
    6,346       5,277  
Ceded unearned premiums
    20,262       25,504  
Premiums receivable
    57,444       47,337  
Accounts receivable
    6,020       7,051  
Receivable for securities
    473       2,215  
Reinsurance recoverable
    42,726       39,505  
Deferred policy acquisition costs
    24,047       21,679  
Goodwill
    43,564       43,564  
Intangible assets, net
    28,448       30,241  
Federal income tax recoverable
    13,138       4,093  
Prepaid expenses
    1,699       1,987  
Other assets
    13,159       15,207  
                 
Total assets
  $ 747,129     $ 736,620  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Liabilities:
               
Note payable
  $ 2,800     $ 2,800  
Subordinated debt securities
    56,702       56,702  
Reserves for unpaid losses and loss adjustment expenses
    278,894       251,677  
Unearned premiums
    148,205       140,965  
Unearned revenue
    93       116  
Reinsurance balances payable
    5,493       3,122  
Accrued agent profit sharing
    1,277       1,301  
Accrued ceding commission payable
    4,230       4,231  
Pension liability
    2,623       2,833  
Payable for securities
    8,357       2,493  
Payable for acquisition
    -       14,000  
Deferred federal income taxes, net
    1,836       3,471  
Accounts payable and other accrued expenses
    17,005       15,786  
                 
Total liabilities
    527,515       499,497  
                 
Commitments and Contingencies (Note 18)
               
                 
Redeemable non-controlling interest
    1,223       1,360  
                 
Stockholders' equity:
               
Common stock, $.18 par value, authorized 33,333,333 shares in 2011 and 2010; issued 20,872,831 in 2011 and 2010
    3,757       3,757  
Additional paid-in capital
    122,292       121,815  
Retained earnings
    94,567       105,816  
Accumulated other comprehensive income
    7,843       9,637  
Treasury stock (1,418,003 shares in 2011 and 748,662 shares in 2010), at cost
    (10,068 )     (5,262 )
                 
Total stockholders' equity
    218,391       235,763  
                 
    $ 747,129     $ 736,620  

The accompanying notes are an integral part
of the consolidated financial statements

 
3

 
 
Hallmark Financial Services, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
($ in thousands, except per share amounts)

   
Three Months Ended
   
Six Months Ended
 
   
June 30
   
June 30
 
                         
   
2011
   
2010
   
2011
   
2010
 
                         
Gross premiums written
  $ 91,371     $ 83,180     $ 181,083     $ 165,039  
Ceded premiums written
    (12,415 )     (10,047 )     (25,893 )     (19,111 )
Net premiums written
    78,956       73,133       155,190       145,928  
Change in unearned premiums
    (7,378 )     (3,185 )     (13,499 )     (8,965 )
Net premiums earned
    71,578       69,948       141,691       136,963  
                                 
Investment income, net of expenses
    3,778       3,276       7,785       6,477  
Net realized gains
    1,664       1,643       2,783       5,446  
Finance charges
    1,725       1,771       3,465       3,414  
Commission and fees
    (243 )     (963 )     172       (812 )
Other income
    11       12       25       22  
                                 
Total revenues
    78,513       75,687       155,921       151,510  
                                 
Losses and loss adjustment expenses
    61,920       52,058       125,705       95,156  
Other operating expenses
    23,788       22,872       46,961       44,354  
Interest expense
    1,153       1,150       2,311       2,296  
Amortization of intangible assets
    896       916       1,793       1,832  
                                 
Total expenses
    87,757       76,996       176,770       143,638  
                                 
Income (loss) before tax
    (9,244 )     (1,309 )     (20,849 )     7,872  
Income tax (benefit) expense
    (9,229 )     (953 )     (9,622 )     1,937  
Net (loss) income
    (15 )     (356 )     (11,227 )     5,935  
Less: Net income attributable to non-controlling  interest
    8       32       22       37  
                                 
Net (loss) income attributable to Hallmark Financial Services, Inc.
  $ (23 )   $ (388 )   $ (11,249 )   $ 5,898  
                                 
Net (loss) income per share attributable to Hallmark Financial Services, Inc. common stockholders:
                               
Basic
  $ -     $ (0.02 )   $ (0.56 )   $ 0.29  
Diluted
  $ -     $ (0.02 )   $ (0.56 )   $ 0.29  

The accompanying notes are an integral part
of the consolidated financial statements

 
4

 

Hallmark Financial Services, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity and Comprehensive Income
(Unaudited)
($ in thousands)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Common Stock
                       
Balance, beginning of period
  $ 3,757     $ 3,757     $ 3,757     $ 3,757  
Issuance of common stock upon option exercises
    -       -       -       -  
Balance, end of period
    3,757       3,757       3,757       3,757  
                                 
Additional Paid-In Capital
                               
Balance, beginning of period
    122,074       121,196       121,815       121,016  
Accretion of redeemable noncontrolling interest
    (3 )     (84 )     (6 )     (162 )
Equity based compensation
    227       291       489       589  
Exercise of stock options
    (6 )     -       (6 )     (40 )
                                 
Balance, end of period
    122,292       121,403       122,292       121,403  
                                 
Retained Earnings
                               
Balance, beginning of period
    94,590       104,768       105,816       98,482  
Net (loss) income attributable to Hallmark Financial Services, Inc.
    (23 )     (388 )     (11,249 )     5,898  
                                 
Balance, end of period
    94,567       104,380       94,567       104,380  
                                 
Accumulated Other Comprehensive Income
                               
Balance, beginning of period
    8,207       11,083       9,637       8,589  
Additional minimum pension liability, net of tax
    47       37       93       73  
Net unrealized holding gains (losses) arising during period
    1,253       (2,511 )     896       3,750  
Reclassification adjustment for losses included in net income
    (1,664 )     (1,643 )     (2,783 )     (5,446 )
                                 
Balance, end of period
    7,843       6,966       7,843       6,966  
                                 
Treasury Stock
                               
Balance, beginning of period
    (5,262 )     (5,268 )     (5,262 )     (5,327 )
Acquistion of treasury shares
    (4,911 )     -       (4,911 )     -  
Issuance of treasury stock upon option exercises
    105       6       105       65  
Balance, end of period
    (10,068 )     (5,262 )     (10,068 )     (5,262 )
                                 
Total Stockholders' Equity
  $ 218,391     $ 231,244     $ 218,391     $ 231,244  
                                 
Net (loss) income
  $ (15 )   $ (356 )   $ (11,227 )   $ 5,935  
Additional minimum pension liability, net of tax
    47       37       93       73  
Net unrealized holding gains (losses) arising during period
    1,253       (2,511 )     896       3,750  
Reclassification adjustment for gains included in net income
    (1,664 )     (1,643 )     (2,783 )     (5,446 )
Comprehensive (loss) income
    (379 )     (4,473 )     (13,021 )     4,312  
Less: Comprehensive income attributable to non-controlling interest
    8       32       22       37  
Comprehensive (loss) income attributable to Hallmark Financial Services, Inc.
  $ (387 )   $ (4,505 )   $ (13,043 )   $ 4,275  

The accompanying notes are an integral part
of the consolidated financial statements
 
 
5

 
 
Hallmark Financial Services, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
($ in thousands)
 
   
Six Months Ended
 
   
June 30
 
   
2011
   
2010
 
Cash flows from operating activities:
           
Net (loss) income
  $ (11,227 )   $ 5,935  
                 
Adjustments to reconcile net (loss) income to cash (used) provided by operating activities:
               
Depreciation and amortization expense
    2,463       2,326  
Deferred federal income taxes
    (977 )     (734 )
Realized gains on investments
    (2,783 )     (5,446 )
Change in ceded unearned premiums
    5,242       (2,136 )
Change in premiums receivable
    (10,107 )     (7,758 )
Change in accounts receivable
    1,031       244  
Change in deferred policy acquisition costs
    (2,368 )     (1,944 )
Change in unpaid losses and loss adjustment expenses
    27,217       29,786  
Change in unearned premiums
    7,240       11,101  
Change in unearned revenue
    (23 )     (22 )
Change in accrued agent profit sharing
    (24 )     (558 )
Change in reinsurance recoverable
    (3,221 )     (6,141 )
Change in reinsurance payable
    2,371       (465 )
Change in current federal income tax recoverable/payable
    (9,045 )     (4,508 )
Change in accrued ceding commission payable
    (1 )     (4,365 )
Change in all other liabilities
    1,009       (1,996 )
Change in all other assets
    4,195       4,130  
                 
Net cash provided by operating activities
    10,992       17,449  
                 
Cash flows from investing activities:
               
Purchases of property and equipment
    (1,162 )     (841 )
Net transfers into restricted cash
    (1,069 )     (3,825 )
Payment for acquisition of subsidiaries
    (14,000 )     -  
Purchases of investment securities
    (166,834 )     (123,337 )
Maturities, sales and redemptions of investment securities
    167,410       73,637  
                 
Net cash used in investing activities
    (15,655 )     (54,366 )
                 
Cash flows from financing activities:
               
Proceeds from exercise of employee stock options
    105       25  
Purchase of treasury shares
    (4,911 )     -  
Distribution to non-controlling interest
    (165 )     (144 )
                 
Net cash used in financing activities
    (4,971 )     (119 )
                 
Decrease in cash and cash equivalents
    (9,634 )     (37,036 )
Cash and cash equivalents at beginning of period
    60,519       112,270  
Cash and cash equivalents at end of period
  $ 50,885     $ 75,234  
                 
Supplemental cash flow information:
               
                 
Interest paid
  $ 2,309     $ 2,303  
                 
Income taxes paid
  $ 400     $ 7,179  
                 
Supplemental schedule of non-cash investing activities:
               
                 
Change in receivable for securities related to investment disposals that settled after the balance sheet date
  $ 1,742     $ 31  
                 
Change in payable for securities related to investment purchases that settled after the balance sheet date
  $ 5,864     $ 25,601  
 
The accompanying notes are an integral part
of the consolidated financial statements

 
6

 

Hallmark Financial Services, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)

1. General

Hallmark Financial Services, Inc. (“Hallmark” and, together with subsidiaries, “we,” “us” or “our”) is an insurance holding company engaged 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 six business units that are supported by our insurance company subsidiaries.  Our Standard Commercial business unit handles commercial insurance products and services in the standard market.  Our Workers Comp business unit specializes in small and middle market workers compensation business. Our E&S Commercial business unit handles primarily commercial and medical professional liability insurance products and services in the excess and surplus lines market.  Our General Aviation business unit handles general aviation insurance products and services.  Our Excess & Umbrella business unit offers low and middle market commercial umbrella and excess liability insurance on both an admitted and non-admitted basis focusing primarily on trucking, specialty automobile and non-fleet automobile coverage. Our Personal Lines business unit handles personal insurance products and services.  Our insurance company subsidiaries supporting these operating units are American Hallmark Insurance Company of Texas (“AHIC”), Hallmark Insurance Company (“HIC”), Hallmark Specialty Insurance Company (“HSIC”), Hallmark County Mutual Insurance Company (“HCM”), Hallmark National Insurance Company (“HNIC”) and Texas Builders Insurance Company (“TBIC”).

These six business units are segregated into three reportable industry segments for financial accounting purposes.  The Standard Commercial Segment consists of the Standard Commercial business unit and the Workers Comp business unit. The Personal Segment presently consists solely of the Personal Lines business unit and the Specialty Commercial Segment includes the E&S Commercial, General Aviation and Excess & Umbrella business units.

2. Basis of Presentation

Our unaudited consolidated financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include our accounts and the accounts of our subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.  These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2010 included in our Annual Report on Form 10-K filed with the SEC.

The interim financial data as of June 30, 2011 and 2010 is unaudited.  However, in the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.  The results of operations for the period ended June 30, 2011 are not necessarily indicative of the operating results to be expected for the full year.

 
7

 

Redeemable non-controlling interest

We are accreting the redeemable non-controlling interest to its redemption value from the date of issuance to the earliest determinable redemption date, August 29, 2012, using the interest method.  Changes in redemption value are considered a change in accounting estimate.  We follow the two class method of computing earnings per share.  We treat only the portion of the periodic adjustment to the redeemable non-controlling interest carrying amount that reflects a redemption in excess of fair value as being akin to an actual dividend.  (See Note 3, “Business Combinations.”)

Income taxes

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 in effect for the year in which these temporary differences are expected to be recovered or settled.

Use of Estimates in the Preparation of the Financial Statements

Our preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the date of our consolidated financial statements, as well as our reported amounts of revenues and expenses during the reporting period.  Refer to “Critical Accounting Estimates and Judgments” under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2010 for information on accounting policies that we consider critical in preparing our consolidated financial statements. Actual results could differ materially from those estimates.

Fair Value of Financial Instruments

Fair value estimates are made at a point in time, based on relevant market data as well as the best information available about the financial instruments.  Fair value estimates for financial instruments for which no or limited observable market data is available are based on judgments regarding current economic conditions, credit and interest rate risk.  These estimates involve significant uncertainties and judgments and cannot be determined with precision.  As a result, such calculated fair value estimates may not be realizable in a current sale or immediate settlement of the instrument.  In addition, changes in the underlying assumptions used in the fair value measurement technique, including discount rate and estimates of future cash flows, could significantly affect these fair value estimates.

Investment Securities:  Fair values for debt securities and equity securities are obtained from an independent pricing service or based on quoted market prices. (See Note 4, “Fair Values” and Note 5, “Investments.”)

Cash and Cash Equivalents:  The carrying amounts reported in the balance sheet for these instruments approximate their fair values.

 
8

 

Restricted Cash :  The carrying amount for restricted cash reported in the balance sheet approximates the fair value.

Notes Payable:  The carrying value of our bank credit facility of $2.8 million approximates the fair value based on the current interest rate.

Subordinated Debt Securities:  Our trust preferred securities have a carried value of $56.7 million and a fair value of $55.7 million as of June 30, 2011.  The fair value of our trust preferred securities is based on discounted cash flows using a current yield to maturity of 8.0% based on similar issues to discount future cash flows.

For reinsurance recoverable, federal income tax payable and receivable, other assets and other liabilities, the carrying amounts approximate fair value because of the short maturity of such financial instruments.

Variable Interest Entities

On June 21, 2005, we formed Hallmark Statutory Trust I (“Trust I”), an unconsolidated trust subsidiary, for the sole purpose of issuing $30.0 million in trust preferred securities.  Trust I used the proceeds from the sale of these securities and our initial capital contribution to purchase $30.9 million of subordinated debt securities from Hallmark.  The debt securities are the sole assets of Trust I, and the payments under the debt securities are the sole revenues of Trust I.

On August 23, 2007, we formed Hallmark Statutory Trust II (“Trust II”), an unconsolidated trust subsidiary, for the sole purpose of issuing $25.0 million in trust preferred securities.  Trust II used the proceeds from the sale of these securities and our initial capital contribution to purchase $25.8 million of subordinated debt securities from Hallmark.  The debt securities are the sole assets of Trust II, and the payments under the debt securities are the sole revenues of Trust II.

We evaluate on an ongoing basis our investments in Trust I and II (collectively the “Trusts”) and we do not have variable interests in the Trusts.  Therefore, the Trusts are not included in our consolidated financial statements.

We are also involved in the normal course of business with variable interest entities (“VIE’s”) primarily as a passive investor in mortgage-backed securities and certain collateralized corporate bank loans issued by third party VIE’s.  The maximum exposure to loss with respect to these investments is the investment carrying values included in the consolidated balance sheets.

Adoption of New Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) updated Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) to require additional disclosures about fair value measurements regarding transfers between fair value categories, as well as purchases, sales, issuances and settlements related to fair value measurements of financial instruments with non-observable inputs.  This update was effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances and settlements of financial instruments with non-observable inputs, which are effective for years beginning after December 15, 2010. The adoption of ASC 820 did not have a material impact on our financial position or results of operations but did require additional disclosures.

 
9

 

In January 2010, we adopted new guidance issued by the FASB providing that a company should include a VIE in its consolidated accounts if the company is the primary beneficiary of the VIE.  A company is considered the primary beneficiary of a VIE if it has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.  Ongoing reassessment of whether a company is the primary beneficiary of a VIE is required.  The new guidance replaces the quantitative-based approach previously required for determining which company, if any, has a controlling financial interest in a VIE.  The adoption of this guidance did not have a material impact on our financial position or results of operations.

In July 2010, the FASB issued Accounting Standards Update (ASU) 2010-20, which requires additional disclosures about the credit quality of financing receivables and allowances for credit losses. The additional requirements include disclosure of the nature of credit risks inherent in financing receivables, how credit risk is analyzed and assessed when determining the allowance for credit losses, and the reasons for the change in the allowance for credit losses. The disclosures are effective for us for interim and annual reporting periods ending on or after December 15, 2010. The adoption of ASU 2010-20 did not have a material impact on our financial position or results of operations.

In April 2009, FASB issued FASB Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, which was codified into ASC 320, “Investment Securities” (“ASC 320”), amending prior other-than-temporary impairment guidance for debt in order to make the guidance more operational and improve the presentation and disclosure of other-than-temporary impairments in the financial statements.  ASC 320 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The provisions of ASC 320 are effective for interim periods ending after June 15, 2009.  We adopted ASC 320 effective April 1, 2009, which resulted in a cumulative effect adjustment to the beginning balances of retained earnings and accumulated other comprehensive income (loss) of approximately $2.6 million before tax and $1.7 million net of tax.

Accounting Pronouncements Not Yet Adopted

In October 2010, the FASB issued new guidance related to the accounting for costs associated with acquiring or renewing insurance contracts.  The guidance identifies those costs relating to the successful acquisition of new or renewal insurance contracts which are to be capitalized.  The guidance will be effective for us for the year beginning January 1, 2012 and may be applied prospectively or retrospectively.  We are in the process of assessing the effect that the implementation of the new guidance will have on our financial position and results of operations.  The amount of acquisition costs we would defer under the new guidance may be less than the amount deferred under our current accounting practice.

 
10

 

3. Business Combinations

We account for business combinations using the purchase method of accounting pursuant to ASC Topic 805, “Business Combinations.”  The cost of an acquired entity is allocated to the assets acquired (including identified intangible assets) and liabilities assumed based on their estimated fair values.  The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed is an asset referred to as “Goodwill”. Indirect and general expenses related to business combinations are expensed as incurred.  Prior to 2009 indirect and general expenses were capitalized.

Effective August 29, 2008, we acquired 80% of the issued and outstanding membership interests in the subsidiaries now comprising our Excess & Umbrella business unit for consideration of $15.0 million.  In connection with the acquisition, we executed an operating agreement for each subsidiary.  The operating agreements grant us the right to purchase the remaining 20% membership interests in the subsidiaries and grant to an affiliate of the seller the right to require us to purchase such remaining membership interests (the “Put/Call Option”).  The Put/Call Option becomes exercisable by either us or the affiliate of the seller upon the earlier of August 29, 2012, the termination of the employment of the seller by the Excess & Umbrella business unit or a change of control of Hallmark. If the Put/Call Option is exercised, we will have the right or obligation to purchase the remaining 20% membership interests in the Excess & Umbrella business unit  for an amount equal to nine times the average Pre-Tax Income (as defined in the operating agreements) for the previous 12 fiscal quarters.  We estimate the ultimate redemption value of the Put/Call Option to be $1.4 million at June 30, 2011.

Effective June 5, 2009, we acquired all of the issued and outstanding shares of CYR Insurance Management Company (“CYR”).  CYR has as its primary asset a management agreement with Hallmark County Mutual Insurance Company (“HCM”), which provides for CYR to have management and control of HCM.  We acquired all of the issued and outstanding shares of CYR for consideration of a base purchase price of $4.0 million paid at closing plus an override commission in an amount equal to 1% of the net premiums and net policy fees of HCM for the years 2010 and 2011 subject to a maximum of $1.25 million.  The override commission is paid monthly as the subject premiums and policy fees are written.  The fair value of the management agreement acquired is $3.2 million and is being amortized over four years.  HCM is used to front certain lines of business in our Specialty Commercial and Personal Segments in Texas where we previously produced policies for third party county mutual insurance companies and reinsured 100% for a fronting fee.

Effective December 31, 2010, we acquired all of the issued and outstanding capital stock of HNIC for initial consideration of $14.0 million paid in cash on January 3, 2011 to State Auto Financial Corporation, Inc.  (“SAFCI”).  In addition, an earnout of up to $2.0 million is payable to SAFCI quarterly in an amount equal to 2% of gross collected premiums on new or renewal personal lines insurance policies written by HNIC agents during the three years following closing.  HNIC is an Ohio domiciled insurance company that writes non-standard personal automobile policies through independent agents in 21 states.

4. Fair Value

ASC 820 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements. ASC 820, among other things, requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In addition, ASC 820 precludes the use of block discounts when measuring the fair value of instruments traded in an active market, which were previously applied to large holdings of publicly traded equity securities.

 
11

 
 
We determine the fair value of our financial instruments based on the fair value hierarchy established in ASC 820.  In accordance with ASC 820, we utilize the following fair value hierarchy:

 
·
Level 1: quoted prices in active markets for identical assets;

 
·
Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, inputs of identical assets for less active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument; and

 
·
Level 3: inputs to the valuation methodology that are unobservable for the asset or liability.

This hierarchy requires the use of observable market data when available.

Under ASC 820, we determine fair value based on the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.  It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy described above.  Fair value measurements for assets and liabilities where there exists limited or no observable market data are calculated based upon our pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other factors as appropriate.  These estimated fair values may not be realized upon actual sale or immediate settlement of the asset or liability.

Where quoted prices are available on active exchanges for identical instruments, investment securities are classified within Level 1 of the valuation hierarchy.  Level 1 investment securities include common and preferred stock.

Level 2 investment securities include corporate bonds, collateralized corporate bank loans, municipal bonds, and U.S. Treasury securities for which quoted prices are not available on active exchanges for identical instruments.  We use a third party pricing service to determine fair values for each Level 2 investment security in all asset classes.  Since quoted prices in active markets for identical assets are not available, these prices are determined using observable market information such as quotes from less active markets and/or quoted prices of securities with similar characteristics, among other things. We have reviewed the processes used by the pricing service and have determined that they result in fair values consistent with the requirements of  ASC 820 for Level 2 investment securities.

In cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy.  Level 3 investments are valued based on the best available data in order to approximate fair value.  This data may be internally developed and consider risk premiums that a market participant would require.  Investment securities classified within Level 3 include other less liquid investment securities.

 
12

 
 
The following table presents for each of the fair value hierarchy levels, our assets that are measured at fair value on a recurring basis at June 30, 2011 (in thousands):
 
   
Quoted Prices in
   
Other
             
   
Active Markets for
   
Observable
   
Unobservable
       
   
Identical Assets
   
Inputs
   
Inputs
       
   
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
                         
U.S. Treasury securities and obligations of U.S. Government
  $ -     $ 23,155     $ -     $ 23,155  
Corporate bonds
    -       72,947       -       72,947  
Collateralized corporate bank loans
    -       107,910       1,305       109,215  
Municipal bonds
    -       170,496       19,457       189,953  
Mortgage-backed
    -       705       -       705  
Total debt securities
    -       375,213       20,762       395,975  
                                 
Financial services
    18,048       -       -       18,048  
All other
    24,895       -       -       24,895  
Total equity securities
    42,943       -       -       42,943  
                                 
Total debt and equity securities
  $ 42,943     $ 375,213     $ 20,762     $ 438,918  
 
Due to significant unobservable inputs into the valuation model for certain municipal bonds and a collateralized corporate bank loan in illiquid markets, we classified these investments as level 3 in the fair value hierarchy.  We used an income approach in order to derive an estimated fair value of the municipal bonds classified as Level 3, which included inputs such as expected holding period, benchmark swap rate, benchmark discount rate and a discount rate premium for illiquidity.  The fair value of the collateralized corporate bank loan classified as level 3 is based on discounted cash flows using current yield to maturity of 10.4%, which is based on the relevant spread over LIBOR for this particular loan to discount future cash flows.

The following table summarizes the changes in fair value for all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2011 (in thousands):

 
13

 

Beginning balance as of January 1, 2011
  $ 21,981  
         
Settlements
    (224 )
Total realized/unrealized gains included in net income
    -  
Net losses included in other comprehensive income
    (995 )
Transfers into Level 3
    -  
Transfers out of Level 3
    -  
         
Ending balance as of June 30, 2011
  $ 20,762  

5. 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 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.
 
Debt Investments:   We assess whether we intend to sell, or it is more likely than not that we will be required to sell, a fixed maturity investment before recovery of its amortized cost basis less any current period credit losses.  For fixed maturity investments that are considered other-than-temporarily impaired and that we do not intend to sell and will not be required to sell, we separate the amount of the impairment into the amount that is credit related (credit loss component) and the amount due to all other factors.  The credit loss component is recognized in earnings and is the difference between the investment’s amortized cost basis and the present value of its expected future cash flows.  The remaining difference between the investment’s fair value and the present value of future expected cash flows is recognized in other comprehensive income.

Equity Investments:  Some of the factors considered in evaluating whether a decline in fair value for an equity investment 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 cost; (3) the length of time and extent to which the fair value has been less than cost; 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 equity investment is other-than-temporarily impaired, the security 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 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 equity investment has not been made. When we decide to sell a temporarily impaired available-for-sale equity investment and we do not expect the fair value of the equity 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.

 
14

 

Major categories of net realized gains (losses) on investments are summarized as follows (in thousands):
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30
   
June 30
 
   
2011
   
2010
   
2011
   
2010
 
                         
U.S. Treasury securities and obligations of U.S. Government
  $ -     $ -     $ 14     $ -  
Corporate bonds
    271       -       271       2,078  
Collateralized corporate bank loans
    206       74       640       1,290  
Municipal bonds
    66       24       (1 )     (72 )
Mortgage-backed
    -       -       -       -  
Equity securities-financial services
    51       1,201       789       1,767  
Equity securities-all other
    1,070       344       1,070       383  
Gain on investments
    1,664       1,643       2,783       5,446  
Other-than-temporary impairments
    -       -       -       -  
Net realized gains
  $ 1,664     $ 1,643     $ 2,783     $ 5,446  
 
We realized gross gains on investments of $1.7 million and $1.6 million during the three months ended June 30, 2011 and 2010, respectively and $2.9 million and $5.5 million for the six months ended June 30, 2011 and 2010, respectively. We realized gross losses on investments of $43 thousand and $11 thousand for the three months ended June 30, 2011 and 2010.  We realized gross losses on investments of $0.1 million for the six months ended both June 30, 2011 and 2010. We recorded proceeds from the sale of investment securities of $82.9 million and $26.5 million during the three months ended June 30, 2011 and 2010, respectively, and $165.7 million and $73.6 million for the six months ended June 30, 2011 and 2010, respectively. Realized investment gains and losses are recognized in operations on the specific identification method.

 
15

 

The amortized cost and estimated fair value of investments in debt and equity securities (in thousands) by category is as follows:
 
         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
As of June 30, 2011
 
Cost
   
Gains
   
Losses
   
Value
 
                         
U.S. Treasury securities and obligations of U.S. Government
  $ 23,098     $ 57     $ -     $ 23,155  
Corporate bonds
    70,647       3,079       (779 )     72,947  
Collateralized corporate bank loans
    108,861       534       (180 )     109,215  
Municipal bonds
    190,231       2,929       (3,207 )     189,953  
Mortgage-backed
    660       45       -       705  
                                 
Total debt securities
    393,497       6,644       (4,166 )     395,975  
                                 
Financial services
    14,522       3,860       (334 )     18,048  
All other
    17,051       7,885       (41 )     24,895  
                                 
Total equity securities
    31,573       11,745       (375 )     42,943  
                                 
Total debt and equity securities
  $ 425,070     $ 18,389     $ (4,541 )   $ 438,918  
                                 
As of December 31, 2010
                               
                                 
U.S. Treasury securities and obligations of U.S. Government
  $ 39,767     $ 36     $ -     $ 39,803  
Corporate bonds
    82,956       3,465       (844 )     85,577  
Collateralized corporate bank loans
    106,723       1,685       (95 )     108,313  
Municipal bonds
    153,334       2,421       (1,842 )     153,913  
Mortgage-backed
    750       43       -       793  
                                 
Total debt securities
    383,530       7,650       (2,781 )     388,399  
                                 
Financial services
    15,385       5,770       (270 )     20,885  
All other
    17,084       6,196       (123 )     23,157  
                                 
Total equity securities
    32,469       11,966       (393 )     44,042  
                                 
Total debt and equity securities
  $ 415,999     $ 19,616     $ (3,174 )   $ 432,441  

 
16

 
 
The following schedules summarize the gross unrealized losses showing the length of time that investments have been continuously in an unrealized loss position as of June 30, 2011 and December 31, 2010 (in thousands):

   
As of June 30, 2011
 
   
12 months or less
   
Longer than 12 months
   
Total
 
         
Unrealized
         
Unrealized
         
Unrealized
 
   
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
                                     
U.S. Treasury securities and obligations of U.S. Government
  $ -     $ -     $ -     $ -     $ -     $ -  
Corporate bonds
    3,472       (17 )     2,400       (762 )     5,872       (779 )
Collateralized corporate bank loans
    35,384       (176 )     19       (4 )     35,403       (180 )
Municipal bonds
    38,571       (534 )     38,815       (2,673 )     77,386       (3,207 )
Mortgage-backed
    -       -       -       -       -       -  
Total debt securities
    77,427       (727 )     41,234       (3,439 )     118,661       (4,166 )
                                                 
Financial services
    2,363       (239 )     746       (95 )     3,109       (334 )
All other
    1,950       (41 )     -       -       1,950       (41 )
Total equity securities
    4,313       (280 )     746       (95 )     5,059       (375 )
                                                 
Total debt and equity securities
  $ 81,740     $ (1,007 )   $ 41,980     $ (3,534 )   $ 123,720     $ (4,541 )

   
As of December 31, 2010
 
   
12 months or less
   
Longer than 12 months
   
Total
 
         
Unrealized
         
Unrealized
         
Unrealized
 
   
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
                                     
U.S. Treasury securities and obligations of U.S. Government
  $ -     $ -     $ -     $ -     $ -     $ -  
Corporate bonds
    8,036       (13 )     2,342       (831 )     10,378       (844 )
Collateralized corporate bank loans
    17,370       (90 )     19       (5 )     17,389       (95 )
Municipal bonds
    24,755       (248 )     46,591       (1,594 )     71,346       (1,842 )
Mortgage-backed
    -       -       -       -       -       -  
Total debt securities
    50,161       (351 )     48,952       (2,430 )     99,113       (2,781 )
                                                 
Financial services
    1,234       (270 )     -       -       1,234       (270 )
All other
    625       (123 )     -       -       625       (123 )
Equity securities
    1,859       (393 )     -       -       1,859       (393 )
                                                 
Total debt and equity securities
  $ 52,020     $ (744 )   $ 48,952     $ (2,430 )   $ 100,972     $ (3,174 )

At June 30, 2011, the gross unrealized losses more than twelve months old were attributable to 25 debt security positions.  At December 31, 2010, the gross unrealized losses more than twelve months old were attributable to 31 debt security positions.  We consider these losses as a temporary decline in value as they are predominately on bonds that we do not intend to sell and do not believe we will be required to sell prior to recovery of our amortized cost basis.  We see no other indications that the decline in values of these securities is other-than-temporary.

 
17

 

Based on evidence gathered through our normal credit evaluation process, we presently expect that all debt securities held in our investment portfolio will be paid in accordance with their contractual terms.  Nonetheless, it is at least reasonably possible that the performance of certain issuers of these debt securities will be worse than currently expected resulting in additional future write-downs within our portfolio of debt securities.

Also, as a result of the challenging market conditions, we expect the volatility in the valuation of our equity securities to continue in the foreseeable future. This volatility may lead to additional impairments on our equity securities portfolio or changes regarding retention strategies for certain equity securities.

The amortized cost and estimated fair value of debt securities at June 30, 2011 by contractual maturity are as follows. Expected maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties.

   
Amortized
   
Fair
 
   
Cost
   
Value
 
   
(in thousands)
       
             
Due in one year or less
  $ 55,262     $ 55,864  
Due after one year through five years
    154,545       158,273  
Due after five years through ten years
    137,861       137,283  
Due after ten years
    45,169       43,850  
Mortgage-backed
    660       705  
    $ 393,497     $ 395,975  

6. Pledged Investments

We have pledged certain of our securities for the benefit of various state insurance departments and reinsurers.  These securities are included with our available-for-sale debt securities because we have the ability to trade these securities.  We retain the interest earned on these securities.  These securities had a carrying value of $32.1 million and $33.4 million at June 30, 2011 and December 31, 2010, respectively.

7. Reserves for Unpaid Losses and Loss Adjustment Expenses

Unpaid losses and loss adjustment expenses (“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.  Due to the inherent uncertainty in estimating unpaid losses and LAE, the actual ultimate amounts may differ from the recorded amounts.  The estimates are periodically reviewed and adjusted as experience develops or new information becomes known.  Such adjustments are included in current operations.

 
18

 

We recorded $0.7 million and $15.8 million of unfavorable prior years’ loss development during the three and six months ended June 30, 2011, respectively.  Our Personal Lines business unit experienced $14.3 million of unfavorable prior years’ loss development of which $9.5 million was attributable to Florida developing much worse than expected due primarily to rapid growth in the claim volume from Florida and the complexity related to Florida personal injury protection coverage claims. The remaining unfavorable prior years’ loss development for our Personal Lines business unit was primarily due to development of auto liability claims spread throughout our other states. Our E&S Commercial business unit had $3.1 million of unfavorable prior years’ loss development related primarily to commercial auto liability and physical damage.  Our Standard Commercial business unit experienced $0.5 million of unfavorable prior years’ loss development driven by a late developing umbrella claim and large loss developments in a commercial property claim and a commercial auto liability claim. These unfavorable developments were partially offset by $2.1 million of favorable prior years’ loss development in our General Aviation business unit related to our liability lines of business.

We recorded $4.3 million and $6.5 million of unfavorable prior years’ loss development during the three and six months ended June 30, 2010, respectively.   The unfavorable prior years development during the six months ended June 30, 2010 was comprised of $0.7 million of unfavorable development in our Personal Lines business primarily attributable to geographic expansion; $2.3 million of unfavorable development in our E&S Commercial business unit related primarily to general liability claims and increased volatility in large liability losses; $3.3 million of unfavorable development in our Standard Commercial business unit primarily attributable to our commercial property and general liability lines of business; $0.1 million of unfavorable development in our General Aviation business unit related to our liability lines of business; and $0.1 million of unfavorable development in our Excess & Umbrella business unit.

For the purpose of estimating the reserves for unpaid losses and LAE during the six months ended June 30, 2011, past experience was adjusted for the rapid emergence of additional Florida claims development.  While we believe the reserves for unpaid losses and LAE are adequate, given our limited historical experience within the state, there is a reasonable possibility that this recent claims experience could be an indication of an unfavorable trend that may require additional reserves for unpaid losses and LAE.  We have estimated the increase in reserves attributable to recent Florida claim experience to be $9.5 million for the six months ended June 30, 2011based on an estimated range of possible adverse development of $8.5 million to $11.1 million.

8. Share-Based Payment Arrangements

Our 2005 Long Term Incentive Plan (“2005 LTIP”) is a stock compensation plan for key employees and non-employee directors that was approved by the shareholders on May 26, 2005.  There are 2,000,000 shares authorized for issuance under the 2005 LTIP.  As of June 30, 2011, there were incentive stock options to purchase 1,301,666 shares of our common stock outstanding, non-qualified stock options to purchase 305,000 shares of our common stock outstanding and 377,501 shares reserved for future issuance under the 2005 LTIP.  The exercise price of all such outstanding stock options is equal to the fair market value of our common stock on the date of grant.

Incentive stock options granted under the 2005 LTIP prior to 2009  vest 10%, 20%, 30% and 40% on the first, second, third and fourth anniversary dates of the grant, respectively, and terminate five to ten years from the date of grant.  Incentive stock options granted in 2009 and one grant of 5,000 incentive stock options in 2011 vest in equal annual increments on each of the first seven anniversary dates and terminate ten years from the date of grant.  One grant of 25,000 incentive stock options in 2010 and one grant of 10,000 incentive stock options in 2011 vest in equal annual increments on each of the first three anniversary dates and terminate ten years from the date of grant.  Non-qualified stock options granted under the 2005 LTIP generally vest 100% six months after the date of grant and terminate ten years from the date of grant.  One grant of 200,000 non-qualified stock options in 2009 vests in equal annual increments on each of the first seven anniversary dates and terminates ten years from the date of grant.

 
19

 

A summary of the status of our stock options as of and changes during the six months ended June 30, 2011 is presented below:

         
Average
   
Contractual
   
Intrinsic
 
   
Number of
   
Exercise
   
Term
   
Value
 
   
Shares
   
Price
   
(Years)
      ($000)  
                           
Outstanding at January 1, 2011
    1,627,500     $ 9.66                
Granted
    15,000     $ 8.34                
Exercised
    (15,000 )   $ 6.61                
Forfeited or expired
    (20,834 )   $ 4.13                
Outstanding at June 30, 2011
    1,606,666     $ 9.75       6.6     $ 791  
Exercisable at June 30, 2011
    1,084,858     $ 10.70       6.2     $ 309  

The following table details the intrinsic value of options exercised, total cost of share-based payments charged against income before income tax benefit and the amount of related income tax benefit recognized in income for the periods indicated (in thousands):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Intrinsic value of options exercised
  $ 4     $ 3     $ 4     $ 47  
                                 
Cost of share-based payments (non-cash)
  $ 228     $ 291     $ 490     $ 589  
                                 
Income tax benefit of share-based payments recognized in income
  $ 7     $ 7     $ 15     $ 15  

As of June 30, 2011 there was $1.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under our plans, of which $0.3 million is expected to be recognized during the remainder of 2011, $0.4 million is expected to be recognized in 2012, $0.3 million is expected to be recognized in 2013, $0.2 million is expected to be recognized each year from 2014 through 2015 and $0.1 million is expected to be recognized in 2016.

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model.  Expected volatilities are based on the historical volatility of Hallmark’s and similar companies’ common stock for a period equal to the expected term.  The risk-free interest rates for periods within the contractual term of the options are based on rates for U.S. Treasury Notes with maturity dates corresponding to the options’ expected lives on the dates of grant.  Expected term is determined based on the simplified method as we do not have sufficient historical exercise data to provide a basis for estimating the expected term.
 
 
20

 
 
The following table details the weighted average grant date fair value and related assumptions for the periods indicated.

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Grant date fair value per share
  $ 3.50     $ 3.62     $ 3.50     $ 3.62  
                                 
Expected term (in years)
    6.3       6.0       6.3       6.0  
Expected volatility
    38.0 %     35.0 %     38.0 %     35.0 %
Risk free interest rate
    2.6 %     3.2 %     2.6 %     3.2 %

9. Segment Information

The following is business segment information for the three and six months ended June 30, 2011 and 2010 (in thousands):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Revenues:
                       
Standard Commercial Segment
  $ 16,241     $ 17,265     $ 33,668     $ 35,299  
Specialty Commercial Segment
    34,476       32,124       67,619       64,611  
Personal Segment
    25,869       24,754       50,919       45,968  
Corporate
    1,927       1,544       3,715       5,632  
Consolidated
  $ 78,513     $ 75,687     $ 155,921     $ 151,510  
                                 
Pre-tax income (loss), net of non-controlling interest:
                               
Standard Commercial Segment
  $ (4,753 )   $ (1,870 )   $ (5,133 )   $ (2,809 )
Specialty Commercial Segment
    873       967       4,331       7,314  
Personal Segment
    (4,596 )     1,132       (17,810 )     3,782  
Corporate
    (776 )     (1,570 )     (2,259 )     (452 )
Consolidated
  $ (9,252 )   $ (1,341 )   $ (20,871 )   $ 7,835  

 
21

 

The following is additional business segment information as of the dates indicated (in thousands):

   
June 30,
   
December 31,
 
   
2011
   
2010
 
Assets
           
             
Standard Commercial Segment
  $ 124,794     $ 118,818  
Specialty Commercial Segment
    349,407       330,843  
Personal Segment
    226,089       204,660  
Corporate
    46,839       82,299  
    $ 747,129     $ 736,620  

10. Reinsurance

We reinsure a portion of the risk we underwrite in order to control the exposure to losses and to protect 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.

The following table shows earned premiums ceded and reinsurance loss recoveries by period (in thousands):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Ceded earned premiums
  $ 15,359     $ 9,432     $ 32,151     $ 17,257  
Reinsurance recoveries
  $ 6,933     $ 6,842     $ 19,483     $ 10,578  

We currently reinsure the following exposures on business generated by our business units:
 
 
·
Property catastrophe.  Our property catastrophe reinsurance reduces the financial impact a catastrophe could have on our commercial and personal 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 are:
 
 
o
We retain the first $3.0 million of property catastrophe losses; and
 
 
22

 

 
o
Our reinsurers reimburse us 100% for any loss in excess of our $3.0 million retention up to $30.0 million for each catastrophic occurrence, subject to an aggregate limit of $54.0 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 are:
 
 
o
We retain the first $1.0 million of loss for each commercial property risk;
 
 
o
Our reinsurers reimburse us for the next $5.0 million for each commercial property risk, and $10.0 million for all commercial property risk involved in any one occurrence, in all cases subject to an aggregate limit of $30.0 million for all commercial property losses occurring during the treaty period; and
 
 
o
Individual risk facultative reinsurance is purchased on any commercial property with limits above $6.0 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 are:
 
 
o
We retain the first $1.0 million of any commercial liability risk; and
 
 
o
Our reinsurers reimburse us for the next $5.0 million for each commercial liability risk.
 
 
·
Aviation.  We purchase reinsurance specific to the aviation risks underwritten by our General Aviation business 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 $1.0 million of each aircraft hull or liability loss or airport liability loss; and
 
 
o
Our reinsurers reimburse us for the next $5.5 million of each combined aircraft hull and liability loss and for the next $4.0 million of each airport liability loss.
 
 
·
Excess & Umbrella.  Currently, we purchase proportional reinsurance where we retain 20% of each risk and cede the remaining 80% to reinsurers.  In states where we are not yet licensed to offer a non-admitted product, we utilize a fronting arrangement pursuant to which we assume all of the risk and then retrocede a portion of that risk under the same proportional reinsurance treaty.  Through June 30, 2009, our Excess & Umbrella business unit wrote policies pursuant to a general agency agreement with an unaffiliated carrier and we assumed 35% of the risk from that carrier.

 
·
E&S Commercial. Currently, we purchase proportional reinsurance on our medical professional liability risks where we retain 40% of each risk and cede the remaining 60% to reinsurers.  In states where we are not yet licensed to offer a non-admitted product, we utilize a fronting arrangement pursuant to which we assume all of the risk and then retrocede a portion of that risk under the same proportional reinsurance treaty.
 
 
23

 
 
·
Hallmark County Mutual.  HCM is used to front certain lines of business in our Specialty Commercial and Personal Segments in Texas where we previously produced policies for third party county mutual insurance companies and reinsured 100% for a fronting fee.  In addition, HCM is used to front business produced by unaffiliated third parties. HCM does not retain any business.
 
 
·
Hallmark National Insurance Company. Simultaneous with the December 31, 2010 closing of our acquisition of HNIC, HNIC entered into reinsurance contracts with an affiliate of the seller, pursuant to which such affiliate of the seller will handle all claims and assume all liabilities arising under policies issued by HNIC prior to closing or during a transition period of up to six months following the closing.

11. Note Payable

On January 27, 2006, we borrowed $15.0 million under our revolving credit facility to fund the cash required to close the acquisition of the subsidiaries comprising our E&S Commercial business unit.  As of June 30, 2011, the balance on the revolving note was $2.8 million, which currently bears interest at 2.75% per annum. (See Note 13, “Credit Facilities.”)

12.  Subordinated Debt Securities

On June 21, 2005, we entered into a trust preferred securities transaction pursuant to which we issued $30.9 million aggregate principal amount of subordinated debt securities due in 2035.  To effect the transaction, we formed Trust I as a Delaware statutory trust.  Trust I issued $30.0 million of preferred securities to investors and $0.9 million of common securities to us.  Trust I used the proceeds from these issuances to purchase the subordinated debt securities.  Our Trust I subordinated debt securities bear an initial interest rate of 7.725% until June 15, 2015, at which time interest will adjust quarterly to the three-month LIBOR rate plus 3.25 percentage points.  Trust I pays dividends on its preferred securities at the same rate.  Under the terms of our Trust I subordinated debt securities, we pay interest only each quarter and the principal of the note at maturity.  The subordinated debt securities are uncollaterized and do not require maintenance of minimum financial covenants. As of June 30, 2011, the balance of our Trust I subordinated debt was $30.9 million.

On August 23, 2007, we entered into a trust preferred securities transaction pursuant to which we issued $25.8 million aggregate principal amount of subordinated debt securities due in 2037.  To effect the transaction, we formed Trust II as a Delaware statutory trust.  Trust II issued $25.0 million of preferred securities to investors and $0.8 million of common securities to us.  Trust II used the proceeds from these issuances to purchase the subordinated debt securities.  Our Trust II subordinated debt securities bear an initial interest rate of 8.28% until September 15, 2017, at which time interest will adjust quarterly to the three-month LIBOR rate plus 2.90 percentage points.  Trust II pays dividends on its preferred securities at the same rate.  Under the terms of our Trust II subordinated debt securities, we pay interest only each quarter and the principal of the note at maturity.  The subordinated debt securities are uncollaterized and do not require maintenance of minimum financial covenants. As of June 30, 2011, the balance of our Trust II subordinated debt was $25.8 million.

 
24

 

13. Credit Facilities

Our First Restated Credit Agreement with The Frost National Bank dated January 27, 2006 was most recently amended effective March 21, 2011 to increase the revolving commitment to $15.0 million from $5.0 million. This amendment further revised various affirmative and negative covenants. We pay interest on the outstanding balance at our election at a rate of the prime rate or LIBOR plus 2.5%.  We pay an annual fee of 0.25% of the average daily unused balance of the credit facility. We pay letter of credit fees at the rate of 1.00% per annum.  Our obligations under the revolving credit facility are secured by a security interest in the capital stock of all of our subsidiaries, guarantees of all of our subsidiaries and the pledge of all of our non-insurance company assets.  The revolving credit facility contains covenants that, among other things, require us to maintain certain financial and operating ratios and restrict certain distributions, transactions and organizational changes.  As of June 30, 2011, we were in compliance with or had obtained waivers of all of our covenants.  As of June 30, 2011, we had $2.8 million outstanding under this facility.

14. Deferred Policy Acquisition Costs

The following table shows total deferred and amortized policy acquisition cost activity by period (in thousands):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Deferred
  $ (13,269 )   $ (11,842 )   $ (28,828 )   $ (27,697 )
Amortized
    12,165       11,304       26,460       25,753  
                                 
Net
  $ (1,104 )   $ (538 )   $ (2,368 )   $ (1,944 )

15. Earnings per Share

The following table sets forth basic and diluted weighted average shares outstanding for the periods indicated (in thousands):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Weighted average shares - basic
    20,033       20,124       20,078       20,122  
Effect of dilutive securities
    7       132       14       52  
Weighted average shares - assuming dilution
    20,040       20,256       20,092       20,174  

For the three months and six months ended June 30, 2011, 939,166 shares of common stock potentially issuable upon the exercise of employee stock options were excluded from the weighted average number of shares outstanding on a diluted basis because the effect of such options would be anti-dilutive.  For the three months and six months ended June 30, 2010, 899,166 shares of common stock potentially issuable upon the exercise of employee stock options were excluded from the weighted average number of shares outstanding on a diluted basis because the effect of such options would be anti-dilutive.

 
25

 

16. Net Periodic Pension Cost

The following table details the net periodic pension cost incurred by period (in thousands):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Interest cost
  $ 153     $ 163     $ 305     $ 325  
Amortization of net loss
    71       56       143       112  
Expected return on plan assets
    (147 )     (137 )     (295 )     (273 )
Net periodic pension cost
  $ 77     $