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Shareholders' Equity
6 Months Ended
Jun. 30, 2013
Equity [Abstract]  
Shareholders' Equity
Shareholders’ Equity
At June 30, 2013 and December 31, 2012, ProAssurance had 100 million shares of authorized common stock and 50 million shares of authorized preferred stock. The Board has the authority to determine provisions for the issuance of preferred shares, including the number of shares to be issued, the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of such shares. To date, the Board has not approved the issuance of preferred stock.
ProAssurance declared cash dividends of $0.25 per common share for both the first and second quarter of 2013. The first quarter dividend totaled $15.4 million and was paid in April 2013; the second quarter dividend totaled $15.4 million and was paid in July 2013. ProAssurance declared cash dividends of $0.125 per common share for both the first and second quarter of 2012 with the first quarter dividend totaling $7.7 million and being paid in April 2012 and the second quarter dividend totaling $7.7 million and being paid in July 2012. The liability for unpaid dividends was included in Other liabilities. No dividends were paid in first quarter 2013 because payment of the regular fourth quarter 2012 dividend was accelerated into December 2012.
At June 30, 2013, prior Board authorizations of $135.1 million for the repurchase of common shares or the retirement of outstanding debt remained available for use. ProAssurance did not repurchase any common shares during the six months ended June 30, 2013 or 2012.
Share-based compensation expense was $2.4 million and $4.7 million for the three and six months ended June 30, 2013, respectively, and $2.9 million and $5.1 million for the three and six months ended June 30, 2012, respectively. Related tax benefits were $0.8 million and $1.6 million for the three and six months ended June 30, 2013, respectively, and $1.0 million and $1.8 million for the three and six months ended June 30, 2012, respectively.
ProAssurance awarded approximately 39,000 restricted share units and 146,000 (target) performance share units to employees in February 2013. The fair value of each unit awarded was estimated at $46.97, equal to the market value of a ProAssurance common share on the date of grant. All awards are charged to expense as an increase to equity over the service period (generally the vesting period) associated with the award. Restricted share units and performance share units vest in their entirety at the end of a three-year period following the grant date based on a continuous service requirement and, for performance share units, achievement of a performance objective. Partial vesting is permitted for retirees. A ProAssurance common share is issued for each unit once vesting requirements are met, except that units sufficient to satisfy required tax withholdings are paid in cash. The number of common shares issued for performance share units varies from 75% to 125% of base awards depending upon the degree to which stated performance objectives are achieved. ProAssurance issued approximately 32,000 and 120,000 common shares to employees in February 2013 related to restricted share units and performance share units granted in 2010. Shares issued for performance share units were awarded at the maximum level (125%).
ProAssurance issued approximately 41,000 and 19,000 common shares to employees in February 2013 and 2012, respectively, as bonus compensation, as approved by the Compensation Committee of the Board. The shares issued were valued at fair value (the market price of a ProAssurance common share on the date of award).
Other Comprehensive Income (Loss)
For all periods presented, other comprehensive income (loss) was comprised of unrealized gains and losses, including non-credit impairment losses, arising during the period related to available-for-sale securities less reclassification adjustments for gains (losses) from available-for-sale securities recognized in current period net income, net of tax. At June 30, 2013 and December 31, 2012, accumulated other comprehensive income was comprised entirely of unrealized gains and losses from available-for-sale securities, including non-credit impairment losses, net of tax. All tax effects have been computed using a 35% rate.
Amounts reclassified from accumulated other comprehensive income to net income during the three and six months ended June 30, 2013 and 2012 included the following:
 
Three Months Ended June 30
 
Six Months Ended June 30
(In thousands)
2013
 
2012
 
2013
 
2012
Reclassifications from accumulated other comprehensive income to net income, available for sale securities:
 
 
 
 
 
 
 
Realized investment gains (losses)
$
3,195

 
$
1,955

 
$
6,234

 
$
4,674

Non-credit impairment losses reclassified to earnings, due to sale of securities or reclassification as a credit loss
(347
)
 
(201
)
 
(347
)
 
(201
)
Total amounts reclassified, before tax effect
2,848

 
1,754

 
5,887

 
4,473

Tax effect (at 35%)
(997
)
 
(614
)
 
(2,060
)
 
(1,566
)
Net reclassification adjustments
$
1,851

 
$
1,140

 
$
3,827

 
$
2,907