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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  for the Quarter Ended September 30, 2004.

[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  from _______ to __________

Commission file number 001-13790

     
HCC Insurance Holdings, Inc.
   

   
(Exact name of registrant as specified in its charter)
   
 
   
Delaware
  76-0336636

 
 
 
(State or other jurisdiction of
  (IRS Employer
incorporation or organization)
  Identification No.)
 
   
13403 Northwest Freeway, Houston, Texas
  77040-6094

 
 
 
(Address of principal executive offices)
  (Zip Code)
 
   
(713) 690-7300
   

 
   
(Registrant’s telephone number, including area code)
   

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes [X] No [  ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

On October 29, 2004, there were approximately 64.8 million shares of common stock, $1.00 par value issued and outstanding.

 


HCC INSURANCE HOLDINGS, INC.
INDEX

         
    Page No.
Part I. FINANCIAL INFORMATION
       
Item 1. Financial Statements
       
    3  
    4  
    5  
    6  
    7  
    24  
    42  
    42  
       
    43  
    44  
    45  
 Certification of CEO Pursuant to Section 302
 Certification of CFO Pursuant to Section 302
 Certification Pursuant to Section 906

This report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as future capital expenditures, business strategy, competitive strengths, goals, growth of our business and operations, plans and references to future successes may be considered forward-looking statements. Also, when we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probably” or similar expressions, we are making forward-looking statements. Many risks and uncertainties may impact the matters addressed in these forward-looking statements.

Many possible events or factors could affect our future financial results and performance. These could cause our results or performance to differ materially from those we express in our forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements which are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved.

Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, any forward-looking events discussed in this report may not occur.

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HCC Insurance Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited, in thousands, except per share data)

                 
    September 30, 2004
  December 31, 2003
ASSETS
               
Investments:
               
Fixed income securities, at market (cost: 2004 - $1,503,220; 2003 - $1,134,128)
  $ 1,528,184     $ 1,164,166  
Short-term investments, at cost, which approximates market
    556,238       518,482  
Other investments, at market (cost: 2004 - $32,816; 2003 - $24,535)
    33,207       24,652  
 
   
 
     
 
 
Total investments
    2,117,629       1,707,300  
Cash
    61,600       96,416  
Restricted cash and cash investments
    196,434       210,301  
Premium, claims and other receivables
    931,963       899,031  
Reinsurance recoverables
    1,113,716       916,190  
Ceded unearned premium
    319,346       291,591  
Ceded life and annuity benefits
    75,138       77,548  
Deferred policy acquisition costs
    134,876       106,943  
Goodwill
    397,052       386,507  
Other assets
    202,920       172,469  
 
   
 
     
 
 
Total assets
  $ 5,550,674     $ 4,864,296  
 
   
 
     
 
 
LIABILITIES
               
Loss and loss adjustment expense payable
  $ 1,942,936     $ 1,535,288  
Life and annuity policy benefits
    75,138       77,548  
Reinsurance balances payable
    279,233       296,916  
Unearned premium
    729,064       592,311  
Deferred ceding commissions
    92,988       88,129  
Premium and claims payable
    771,603       745,559  
Notes payable
    322,229       310,404  
Accounts payable and accrued liabilities
    174,341       171,221  
 
   
 
     
 
 
Total liabilities
    4,387,532       3,817,376  
SHAREHOLDERS’ EQUITY
               
Common stock, $1.00 par value; 250.0 million shares authorized (shares issued and outstanding: 2004 – 64,717; 2003 – 63,964 )
    64,717       63,964  
Additional paid-in capital
    465,628       447,671  
Retained earnings
    600,760       509,159  
Accumulated other comprehensive income
    32,037       26,126  
 
   
 
     
 
 
Total shareholders’ equity
    1,163,142       1,046,920  
 
   
 
     
 
 
Total liabilities and shareholders’ equity
  $ 5,550,674     $ 4,864,296  
 
   
 
     
 
 

See Notes to Condensed Consolidated Financial Statements.

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HCC Insurance Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(unaudited, in thousands, except per share data)

                                 
    Nine months ended September 30,
  Three months ended September 30,
    2004
  2003
  2004
  2003
REVENUE
                               
Net earned premium
  $ 717,323     $ 535,354     $ 248,190     $ 189,440  
Fee and commission income
    135,836       105,293       45,891       41,578  
Net investment income
    49,469       38,503       18,610       13,408  
Net realized investment gain
    4,495       352       3,926       168  
Other operating income
    10,362       4,623       5,580       1,719  
 
   
 
     
 
     
 
     
 
 
Total revenue
    917,485       684,125       322,197       246,313  
EXPENSE
                               
Loss and loss adjustment expense, net
    476,079       339,065       202,317       118,953  
Operating expense:
                               
Policy acquisition costs, net
    151,636       103,047       52,995       37,083  
Compensation expense
    69,881       57,912       23,443       19,301  
Other operating expense
    51,024       39,505       17,849       13,467  
 
   
 
     
 
     
 
     
 
 
Total operating expense
    272,541       200,464       94,287       69,851  
Interest expense
    6,018       5,497       2,060       1,901  
 
   
 
     
 
     
 
     
 
 
Total expense
    754,638       545,026       298,664       190,705  
 
   
 
     
 
     
 
     
 
 
Earnings from continuing operations before income tax provision
    162,847       139,099       23,533       55,608  
Income tax provision from continuing operations
    56,039       50,003       7,907       19,966  
 
   
 
     
 
     
 
     
 
 
Earnings from continuing operations
    106,808       89,096       15,626       35,642  
Earnings (loss) from discontinued operations, net of income taxes (benefit) of $(1), $2,367, $109 and $462
    (22 )     4,005       177       724  
 
   
 
     
 
     
 
     
 
 
Net earnings
  $ 106,786     $ 93,101     $ 15,803     $ 36,366  
 
   
 
     
 
     
 
     
 
 
Basic earnings per share data:
                               
Earnings from continuing operations
  $ 1.66     $ 1.41     $ 0.24     $ 0.56  
Earnings from discontinued operations
          0.07             0.01  
 
   
 
     
 
     
 
     
 
 
Net earnings
  $ 1.66     $ 1.48     $ 0.24     $ 0.57  
 
   
 
     
 
     
 
     
 
 
Weighted average shares outstanding
    64,493       63,078       64,679       63,717  
 
   
 
     
 
     
 
     
 
 
Diluted earnings per share data:
                               
Earnings from continuing operations
  $ 1.63     $ 1.39     $ 0.24     $ 0.55  
Earnings from discontinued operations
          0.06             0.01  
 
   
 
     
 
     
 
     
 
 
Net earnings
  $ 1.63     $ 1.45     $ 0.24     $ 0.56  
 
   
 
     
 
     
 
     
 
 
Weighted average shares outstanding
    65,573       64,106       65,605       64,885  
 
   
 
     
 
     
 
     
 
 
Cash dividends declared, per share
  $ 0.235     $ 0.205     $ 0.085     $ 0.075  
 
   
 
     
 
     
 
     
 
 

See Notes to Condensed Consolidated Financial Statements.

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HCC Insurance Holdings, Inc. and Subsidiaries

Condensed Consolidated Statement of Changes in Shareholders’ Equity

Nine months ended September 30, 2004

(unaudited, in thousands, except per share data)

                                         
                            Accumulated    
            Additional           other   Total
    Common   paid-in   Retained   comprehensive   shareholders’
    stock
  capital
  earnings
  income
  equity
Balance as of December 31, 2003
  $ 63,964     $ 447,671     $ 509,159     $ 26,126     $ 1,046,920  
Net earnings
                106,786             106,786  
Other comprehensive income
                      5,911       5,911  
 
                                   
 
 
Comprehensive income
                                    112,697  
719 shares of common stock issued upon exercise of options, including tax benefit of $2,911
    719       16,831                   17,550  
34 shares of common stock issued to acquire other assets
    34       1,126                   1,160  
Cash dividends declared, $0.235 per share
                (15,185 )           (15,185 )
 
   
 
     
 
     
 
     
 
     
 
 
Balance as of September 30, 2004
  $ 64,717     $ 465,628     $ 600,760     $ 32,037     $ 1,163,142  
 
   
 
     
 
     
 
     
 
     
 
 

See Notes to Condensed Consolidated Financial Statements.

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HCC Insurance Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands, except per share data)

                                 
    Nine months ended   Three months ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
Cash flows from operating activities:
                               
Net earnings
  $ 106,786     $ 93,101     $ 15,803     $ 36,366  
Adjustments to reconcile net earnings to net cash provided by operating activities:
                               
Change in premium, claims and other receivables
    (27,267 )     (177,880 )     37,888       (7,934 )
Change in reinsurance recoverables
    (192,811 )     (107,708 )     (128,039 )     (43,624 )
Change in ceded unearned premium
    (24,795 )     (91,177 )     (18,153 )     (25,364 )
Change in loss and loss adjustment expense payable
    392,111       251,553       222,886       101,720  
Change in reinsurance balances payable
    (19,412 )     85,316       9,391       21,051  
Change in unearned premium
    109,675       227,651       23,492       60,931  
Change in premium and claims payable, net of restricted cash
    39,911       60,968       (34,194 )     2,123  
Depreciation and amortization expense
    11,671       8,485       4,303       2,921  
Other, net
    (45,290 )     (24,419 )     3,568       (21,572 )
 
   
 
     
 
     
 
     
 
 
Cash provided by operating activities
    350,579       325,890       136,945       126,618  
Cash flows from investing activities:
                               
Sales of fixed income securities
    199,491       131,884       65,797       8,703  
Maturity or call of fixed income securities
    110,425       112,248       38,085       43,162  
Other proceeds
          16,846              
Change in short-term investments
    4,979       (114,801 )     13,786       (25,238 )
Cost of securities acquired
    (629,001 )     (520,491 )     (222,738 )     (112,616 )
Payments for purchase of subsidiaries, net of cash received
    (78,446 )     (16,680 )     (7,408 )     (12,601 )
Other, net
    7,289       (19,095 )     2,546       (17,125 )
 
   
 
     
 
     
 
     
 
 
Cash used by investing activities
    (385,263 )     (410,089 )     (109,932 )     (115,715 )
Cash flows from financing activities:
                               
Issuance of notes payable, net of costs
    2,000       134,845              
Sale of common stock
    14,639       17,476       1,569       5,507  
Payments on notes payable
    (2,287 )     (68,723 )     (102 )     (1,101 )
Dividends paid and other
    (14,484 )     (14,701 )     (4,848 )     (6,564 )
 
   
 
     
 
     
 
     
 
 
Cash provided (used) by financing activities
    (132 )     68,897       (3,381 )     (2,158 )
 
   
 
     
 
     
 
     
 
 
Net change in cash
    (34,816 )     (15,302 )     23,632       8,745  
Cash at beginning of period
    96,416       40,306       37,968       16,259  
 
   
 
     
 
     
 
     
 
 
Cash at end of period
  $ 61,600     $ 25,004     $ 61,600     $ 25,004  
 
   
 
     
 
     
 
     
 
 

See Notes to Condensed Consolidated Financial Statements

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HCC Insurance Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited, tables in thousands, except per share data)

(1)   GENERAL INFORMATION
 
    HCC Insurance Holdings, Inc. and its subsidiaries (“we,” “us” and “our”) provide specialized property and casualty, surety, and life, accident and health insurance coverages and related agency and reinsurance brokerage services to individuals and commercial customers. Our lines of business include group life, accident and health; diversified financial products (which includes directors’ and officers’ liability, errors and omissions, employment practices liability and surety); our London market account (which includes energy, marine, property, and accident and health); aviation; and other specialty lines of insurance. We operate primarily in the United States, the United Kingdom, Spain and Bermuda, although some of our operations have a broader international scope. We market our products both directly to customers and through a network of independent and affiliated agents and brokers.
 
    Basis of Presentation
 
    The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and include all adjustments which, in our opinion, are necessary for a fair presentation of the results of the interim periods. All adjustments made to the interim periods are of a normal recurring nature. The condensed consolidated financial statements include the accounts of HCC Insurance Holdings, Inc. and those of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The condensed consolidated financial statements for periods reported herein should be read in conjunction with the annual audited consolidated financial statements and related notes. The condensed consolidated balance sheet as of December 31, 2003 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.
 
    Certain amounts in our 2003 condensed consolidated financial statements have been reclassified to conform to the 2004 presentation. Such reclassifications had no effect on our consolidated net earnings, shareholders’ equity or cash flows.
 
    See Note (2) for discussion of our first quarter 2004 acquisition. During the third quarter of 2003, we completed one acquisition. The results of operations of these entities are included in our consolidated financial statements beginning on the effective date of each acquisition. Thus, our condensed consolidated statements of earnings and cash flows for the nine months ended September 30, 2003 do not contain any operations of the entity acquired in 2004 or of the entity acquired in 2003 prior to its date of acquisition.

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HCC Insurance Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited, tables in thousands, except per share data, continued)

(1)   GENERAL INFORMATION, continued
 
    Significant Event
 
    During the third quarter of 2004, catastrophic events occurred related to four major hurricanes: Charley, Frances, Ivan and Jeanne (collectively “hurricanes”). We recognized a pre-tax loss after reinsurance of $55.0 million in our insurance company segment. This loss includes $7.1 million for premium to reinstate our excess of loss reinsurance protection. The following table shows the indicated amounts, as well as the effect of the hurricanes on those amounts.

                         
    Nine months ended   Three months ended   Effect of hurricanes
    September 30, 2004
  September 30, 2004
  (both periods)
Loss and loss adjustment expense, net
  $ 476,079     $ 202,317     $ 47,918  
Ceded earned premium
    640,379       216,865       7,082  
Net earnings (loss)
    106,786       15,803       (35,673 )
Diluted earnings (loss) per share
    1.63       0.24       (0.54 )

    Investments
 
    Fixed income securities and marketable equity securities (included in other investments) classified as available for sale are carried at quoted market value, if readily marketable, or at management’s estimated fair value, if not readily marketable. The change in unrealized gain or loss with respect to these securities is recorded as a component of other comprehensive income, net of the related deferred income tax effect. Trading securities (also included in other investments) are carried at quoted market value. The change in unrealized gain or loss with respect to trading securities, as well as realized gains or losses and dividend income, are recognized as net investment income in the condensed consolidated statements of earnings. Fixed income securities are purchased with the intent to hold to maturity, but they may be available for sale if market conditions warrant or if our investment policies dictate in order to maximize our investment yield. Realized gains or losses are determined on an average cost basis and included in earnings on the trade date. When impairment of the value of an investment is considered other than temporary, the decrease in value is reported in earnings as a realized investment loss and a new cost basis is established.
 
    For asset-backed and mortgage-backed securities in our fixed income portfolio, we recognize income using a constant effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from anticipated prepayments, the estimated economic life is recalculated and the remaining unamortized premium or discount is amortized prospectively over the remaining economic life. Some of our asset-backed securities are subject to specialized impairment tests, whereby these securities have to be written down in value if certain tests are met. Any write down is recouped prospectively through net investment income, if contractual cash flows are ultimately received. The total amount of securities we hold as of September 30, 2004 that are subject to these tests and potential write down is $2.2 million.
 
    Short-term investments and restricted short-term investments are carried at cost, which approximates market value.

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HCC Insurance Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited, tables in thousands, except per share data, continued)

(1)   GENERAL INFORMATION, continued
 
    Derivative Financial Instruments
 
    During the second and third quarters of 2004, we reinsured interests in two long-term mortgage impairment insurance contracts. The exposure with respect to these two contracts is measured based on movement in a specified index. These insurance contracts thus qualify as derivative financial instruments and are reported at fair value. We determine fair value based on our estimate of the present value of expected future cash flows, modified to reflect specific contract terms and validated based on current market quotes. Changes in fair value are recorded each period as a component of other operating income in the condensed consolidated statements of earnings.
 
    Earned Premium, Policy Acquisition Costs and Ceding Commissions
 
    All of the property and casualty and accident and health policies written by our insurance companies qualify as short-duration contracts. We recognize in current earned income that portion of the premium that provides insurance coverage in the period. Written premium, net of reinsurance, is primarily recognized in earnings on a pro rata basis over the lives of the related policies. However, for certain policies written, premium is recognized in earnings over the period of risk in proportion to the amount of insurance risk provided. Unearned premium represents the portion of premium written in relation to the unexpired term of coverage. Premium related to our group life policies is recognized when due. We defer our direct costs to underwrite insurance policies, less amounts reimbursed by reinsurers, and charge or credit the costs to earnings proportionate with the premium earned. These policy acquisition costs include commissions, taxes, fees, and other direct underwriting costs. Historical and current loss adjustment expense experience and anticipated investment income are considered in determining premium deficiencies and the recoverability of deferred policy acquisition costs.
 
    Fee and Commission Income
 
    Fee and commission income in our condensed consolidated statements of earnings includes fee income from our underwriting agencies, commission income from our intermediaries and proceeds from ceded reinsurance (ceding commissions in excess of acquisition costs). When there is no significant future servicing obligation, we recognize fee and commission income from third parties on the later of the effective date of the policy, the date when the premium can be reasonably established, or the date when substantially all services related to the insurance placement have been rendered to the client. We record revenue from profit commissions, which are based on the profitability of business written, at the end of each accounting period, calculated using the respective commission formula. Such amounts are adjusted should experience change. When additional services are required, the service revenue is deferred and recognized over the service period. We record an allowance for estimated return commissions that we may be required to pay upon the early termination of policies. Proceeds from ceded reinsurance are earned pro rata over the term of the underlying policy.
 
    When our underwriting agencies utilize one of our insurance company subsidiaries as the policy issuing company and the business is reinsured with a third-party reinsurer, we eliminate in consolidation the fee and commission income against the related insurance companies’ policy acquisition costs. Any excess revenue is recognized pro rata over the term of the underlying policy.

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HCC Insurance Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited, tables in thousands, except per share data, continued)

(1)   GENERAL INFORMATION, continued
 
    Income Tax
 
    For the nine months and three months ended September 30, 2004 and 2003, the income tax provision was calculated based on an estimated effective tax rate for each of the fiscal years. The difference between our effective tax rate and the United States federal statutory rate is primarily the result of state income taxes and tax exempt municipal bond interest.
 
    Statements of Cash Flows
 
    Many of our subsidiaries conduct cash transactions in currencies other than the U.S. dollar, primarily the Euro, the British pound sterling and the Canadian dollar. The effect of exchange rate changes on cash balances held in foreign currencies was immaterial for all periods presented and is not shown separately in the condensed consolidated statements of cash flows.
 
    Stock Options
 
    We account for stock options granted to employees using the intrinsic value method, in accordance with Accounting Principles Board Opinion No. 25 entitled “Accounting for Stock Issued to Employees”. All options have been granted at fixed exercise prices at the market price of our common stock at the grant date. Thus, no stock-based employee compensation expense is reflected in our reported net income. However, the Financial Accounting Standards Board has issued an exposure draft of an accounting standard that, if adopted in its present form, will require stock-based employee compensation to be deducted from net income beginning in 2005. Options vest over a period of up to seven years and expire four to ten years after grant date. The following table illustrates the effects on net income and earnings per share if we had used the fair value method of Statement of Financial Accounting Standards No. 123 entitled “Accounting for Stock-Based Compensation”.

                                 
    Nine months ended   Three months ended
    September 30,   September 30,
    2004
  2003
  2004
  2003
Reported net earnings
  $ 106,786     $ 93,101     $ 15,803     $ 36,366  
Stock-based compensation using fair value method, net of income tax
    (3,713 )     (5,525 )     (1,260 )     (1,654 )
 
   
 
     
 
     
 
     
 
 
Pro forma net earnings
  $ 103,073     $ 87,576     $ 14,543     $ 34,712  
 
   
 
     
 
     
 
     
 
 
Reported basic earnings per share
  $ 1.66     $ 1.48     $ 0.24     $ 0.57  
Fair value stock-based compensation
    (0.06 )     (0.09 )     (0.02 )     (0.03 )
 
   
 
     
 
     
 
     
 
 
Pro forma basic earnings per share
  $ 1.60     $ 1.39     $ 0.22     $ 0.54  
 
   
 
     
 
     
 
     
 
 
Reported diluted earnings per share
  $ 1.63     $ 1.45     $ 0.24     $ 0.56  
Fair value stock-based compensation
    (0.06 )     (0.08 )     (0.02 )     (0.03 )
 
   
 
     
 
     
 
     
 
 
Pro forma diluted earnings per share
  $ 1.57     $ 1.37     $ 0.22     $ 0.53  
 
   
 
     
 
     
 
     
 
 

10


Table of Contents

HCC Insurance Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited, tables in thousands, except per share data, continued)

(1)   GENERAL INFORMATION, continued
 
    Discontinued Operations
 
    In December, 2003, we sold the business of our retail brokerage subsidiary, HCC Employee Benefits, Inc. In the fourth quarter of 2003, we began reporting this business as discontinued operations; thus, prior year financial information has been reclassified to reflect this presentation. Summarized financial data for discontinued operations is shown below. Earnings (loss) before income tax provision excludes allocated general corporate overhead expenses of $1.3 million and $0.4 million, respectively, for the nine months and three months ended September 30, 2003.

                                 
    Nine months ended   Three months ended