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HCC > SEC Filings for HCC > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for HCC INSURANCE HOLDINGS INC/DE/


8-May-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following Management's Discussion and Analysis should be read in conjunction with the Condensed Consolidated Financial Statements and the related Notes thereto.
Overview
We are a specialty insurance group with offices in the United States, the United Kingdom, Spain, Bermuda and Ireland, transacting business in approximately 150 countries. Our group consists of insurance companies, participations in two Lloyd's of London syndicates that we manage, underwriting agencies and a London-based reinsurance broker. Our shares are traded on the New York Stock Exchange and closed at $25.19 on March 31, 2009. We had a market capitalization of $2.7 billion at April 30, 2009.
We had shareholders' equity of $2.7 billion at March 31, 2009. Our book value per share increased 4% in the first three months of 2009 to $24.14 at March 31, 2009, up from $23.27 per share at December 31, 2008. We had net earnings of $83.2 million, or $0.73 per diluted share, and generated $133.6 million of cash flow from operations in the first quarter of 2009. We declared dividends of $0.125 per share in the first quarter of 2009, compared to $0.11 per share in the first quarter 2008, and paid $14.2 million of dividends in 2009. We repurchased 1.7 million shares of our common stock for $35.5 million, at an average cost of $21.36 per share in 2009. We currently have $4.3 billion of fixed income securities with an average rating of AA+ that are available to fund claims and other liabilities. We maintain a $575.0 million Revolving Loan Facility that allows us to borrow up to the maximum on a revolving basis, under which we have $275.0 million of additional capacity at April 30, 2009. The facility expires in December 2011. We are rated "AA (Very Strong)" by Standard & Poor's Corporation and "AA (Very Strong)" by Fitch Ratings. Our major domestic insurance companies are rated "A+ (Superior)" by A.M. Best Company, Inc. We earned $83.2 million or $0.73 per diluted share in the first quarter of 2009, compared to $80.5 million or $0.69 per diluted share (as adjusted) in the first quarter of 2008. The increase primarily relates to a $10.1 million after-tax net impact in 2009 due to a $25.0 million termination payment we received to commute a reinsurance contract that had been accounted for using the deposit method of accounting. Profitability from our underwriting operations remains at acceptable levels. Our combined ratio for the first three months of 2009 was 87.3%, compared to 83.7% for the same period of 2008. During 2009, we had $4.7 million of adverse reserve development, compared to $5.1 million of positive reserve development in the first quarter of 2008. Investment income on our fixed income securities grew $4.5 million in 2009, but dropped $6.8 million on our short-term investments compared to the first quarter of 2008. Our 2008 net earnings also included a $9.0 million loss related to trading securities, which we sold later in 2008. See the "Results of Operations" section below for additional discussion.
We underwrite a variety of specialty lines of business identified as diversified financial products; group life, accident and health; aviation; London market account; and other specialty lines of business. Products in each line are marketed by our insurance companies and agencies, through a network of independent agents and brokers, directly to customers or through third party administrators. The majority of our business is low limit or small premium business that has less intense price competition, as well as lower catastrophe and volatility risk. We reinsure a significant portion of our catastrophic exposure to hurricanes and earthquakes to minimize the potential impact on our net earnings and shareholders' equity.
We generate our revenue from six primary sources:
• risk-bearing earned premium produced by our insurance companies' operations,

• non-risk-bearing fee and commission income received by our underwriting agencies and brokers,

• ceding commissions in excess of policy acquisition costs earned by our insurance companies,

• investment income earned by all of our operations,

• realized investment gains and losses related to our fixed income securities portfolio, and

• other operating income and losses, mainly from strategic investments and events that do not occur each year.


Table of Contents

We produced $600.7 million of revenue in the first quarter of 2009, an increase of 6% compared to the first quarter of 2008. This increase principally resulted from a combined $20.0 million of other operating income and $5.0 million of fee and commission income related to the commutation of a reinsurance contract that had been accounted for using the deposit method of accounting, as well as $9.0 million of losses on trading securities in the 2008 quarter. During the past several years, we substantially increased our shareholders' equity by retaining most of our earnings and issuing additional shares of common stock. With this additional equity, we increased the underwriting capacity of our insurance companies and made strategic acquisitions, adding new lines of business or expanding those with favorable underwriting characteristics. Since January 2008, we have acquired an insurance business and five underwriting agencies for total consideration of $84.0 million. Net earnings and cash flows from each acquired entity are included in our operations beginning on the effective date of each transaction.
The following section discusses our key operating results. Amounts in the following tables are in thousands, except for earnings per share, percentages, ratios and number of employees. Comparisons refer to the first quarter of 2009 compared to the same quarter of 2008, unless otherwise noted. Certain 2008 amounts have been adjusted to reflect our adoption of a new accounting standard as of January 1, 2009. See the "Accounting Pronouncements Adopted in 2009" section below for additional information. Results of Operations
Net earnings were $83.2 million ($0.73 per diluted share) in 2009 compared to $80.5 million ($0.69 per diluted share) in 2008. The increase in net earnings primarily resulted from the commutation of a reinsurance contract that had been accounted for using the deposit method of accounting and other items described below. Diluted earnings per share benefited from the repurchase of 4.7 million shares of our common stock in 2008 and the first quarter of 2009. The share repurchases reduced our diluted weighted-average shares outstanding, which were 113.3 million in the first quarter of 2009 and 116.4 million in the first quarter of 2008.
The following items affected pretax earnings in 2009 compared to 2008:

                                                                       Three months ended March 31,
                                                                        2009                  2008
Pretax earnings (loss) from:
Commutation of reinsurance contract, net of related costs          $     15,600          $          -
Prior years' positive (adverse) reserve development                      (4,727 )               5,127
Other-than-temporary impairments of fixed income securities              (3,113 )                   -
Trading securities                                                            -                (9,028 )

• In 2009, we commuted all liability loss-free under a contract to provide reinsurance coverage for certain residential mortgage guaranty contracts. We had been recording revenue under this contract using the deposit method of accounting because we determined the contract did not transfer significant underwriting risk. We received a cash termination payment of $25.0 million in the quarter. The termination increased other operating income by $20.5 million and fee and commission income by $5.0 million. This revenue was offset by $9.9 million of expenses for reinsurance and other direct costs. The expenses were recorded in other operating expense in the first quarter of 2009.

• In 2009, we had adverse development of our prior years' net loss reserves of $4.7 million, primarily from reserve increases in certain of our group life, accident and health businesses. We had favorable development of $5.1 million in 2008 primarily from the re-estimation of our net exposure on certain case basis reserves.

• We recognized other-than-temporary impairments on securities in our available for sale fixed income securities portfolio of $3.1 million in 2009, which we recorded in net realized investment loss. Our 2009 impairment losses were offset by gains on investments sold in the quarter. There were no other-than-temporary impairments recorded in 2008.

• Our trading portfolio, which we liquidated during 2008, had fair value losses of $9.0 million in the first three months of 2008. These losses are reported in other operating income (loss).


Table of Contents

The following table sets forth the relationships of certain income statement items as a percent of total revenue.

                                                 Three months ended March 31,
                                                    2009               2008
                                                                   (as adjusted)
      Net earned premium                               83.6 %              87.0 %
      Fee and commission income                         5.0                 5.5
      Net investment income                             7.5                 8.4
      Other operating income (loss)                     3.9                (0.9 )

      Total revenue                                   100.0               100.0
      Loss and loss adjustment expense, net            52.5                51.6
      Policy acquisition costs, net                    14.8                16.3
      Other operating expense                          11.5                10.4
      Interest expense                                  0.8                 0.9

      Earnings before income tax expense               20.4                20.8
      Income tax expense                                6.6                 6.6

      Net earnings                                     13.8 %              14.2 %

Gross written premium, net written premium and net earned premium are detailed below. Gross written premium increased from growth in our diversified financial products line of business and our 2008 acquisitions, offset by a reduction due to the discontinuance of an assumed quota share agreement in 2008. See the "Insurance Company Segment" section below for further discussion of the relationship and changes in premium revenue.

                                         Three months ended March 31,
                                           2009                 2008
             Gross written premium    $     602,387        $     582,999
             Net written premium            491,250              493,647
             Net earned premium             502,388              493,546

The table below shows the source of our fee and commission income. Although fee and commission income was relatively flat quarter over quarter, 2009 includes the $5.0 million termination payment for commutation of a reinsurance contract that had been accounted for using the deposit method of accounting. Excluding the termination revenue, the decrease in 2009 primarily related to lower income from reinsurance overrides on quota share treaties.

                                          Three months ended March 31,
                                            2009                 2008
           Agencies                    $       24,576       $       22,284
           Insurance companies                  5,718                8,715

           Fee and commission income   $       30,294       $       30,999

The sources of net investment income are detailed below.

                                            Three months ended March 31,
                                              2009                 2008
         Fixed income securities
         Taxable                         $       25,105       $       22,452
         Exempt from U.S. income taxes           20,333               18,472

         Total fixed income securities           45,438               40,924
         Short-term investments                   1,794                8,592
         Alternative investments                   (962 )             (1,205 )
         Other investments                            -                  267

         Total investment income                 46,270               48,578
         Investment expense                      (1,052 )               (957 )

         Net investment income           $       45,218       $       47,621


Table of Contents

Net investment income decreased 5% in 2009 primarily due to earning significantly lower market interest rates on our short-term investments. This decrease was partially offset by an 11% increase in income on our fixed income securities, which was generated from higher invested balances. Our fixed income securities portfolio increased from $3.9 billion at March 31, 2008 to $4.3 billion at March 31, 2009. The growth in fixed income securities resulted primarily from cash flow from operations.
Our loss from alternative investments, which were primarily fund-of-fund hedge fund investments, was the same quarter over quarter. We reduced our exposure to these funds by redeeming $52.6 million in the fourth quarter of 2008 and the remaining $44.3 million through April 2009. We have collected $90.6 million of these redeemed funds through April 2009.
We recognized $3.1 million of other-than-temporary impairments in the first quarter of 2009, which were offset by realized gains on the sales of other fixed income securities. There were no other-than-temporary impairments in the first quarter of 2008.
Other operating income was a gain of $22.9 million in 2009 compared to a loss of $4.9 million in 2008. The 2009 gain included the $20.0 million termination payment to commute a reinsurance contract that had been accounted for using the deposit method of accounting. The 2008 loss resulted from reduction in the fair value of previously-held trading securities. Period to period comparisons in this category may vary substantially, depending on acquisition of new investments, income or loss related to changes in the market values of certain investments, and gains or losses related to any disposition. The following table details the components of our other operating income (loss).

                                              Three months ended March 31,
                                                2009                 2008
       Contract using deposit accounting   $       20,532       $            -
       Trading securities                               -               (9,028 )
       Strategic investments                          750                  913
       Financial instruments                          363                1,336
       Other                                        1,251                1,833

       Other operating income (loss)       $       22,896       $       (4,946 )

Loss and loss adjustment expense increased 8% quarter over quarter, due to the increase in net earned premium and the compound effect of adverse reserve development in 2009 and positive development in 2008. Policy acquisition costs decreased 4% quarter over quarter principally due to lower commission rates on certain lines of business and a change in the mix of business. See the "Insurance Company Segment" section below for further discussion of the changes in loss and loss adjustment expense and policy acquisition costs.
Other operating expense, which includes compensation expense, increased 17% in 2009. The 2009 increase included compensation and other operating expenses of subsidiaries acquired in the fourth quarter of 2008 and the first quarter of 2009. In addition, 2009 other operating expense included $9.9 million of expenses for costs directly related to commuting the reinsurance contract that had been accounted for using the deposit method of accounting. We had 1,937 employees at March 31, 2009 compared to 1,757 a year earlier, with the increase primarily due to acquisitions.
Other operating expense includes $3.6 million and $2.9 million in the first quarter of 2009 and 2008, respectively, of stock-based compensation expense, after the effect of the deferral and amortization of policy acquisition costs related to stock-based compensation for our underwriters. At March 31, 2009, there was approximately $30.6 million of total unrecognized compensation expense related to unvested options and restricted stock awards and units that is expected to be recognized over a weighted-average period of 2.7 years. Our effective income tax rate was 32.3% for 2009, compared to 31.8% for 2008. The higher effective rate in 2009 primarily relates to a slight increase in non-deductible expenses.
At March 31, 2009, book value per share was $24.14, up from $23.27 at December 31, 2008. Total assets were $8.6 billion and shareholders' equity was $2.7 billion, compared to $8.3 billion and $2.6 billion, respectively, at December 31, 2008. We repurchased 1.7 million shares of our common stock in the first quarter of 2009, which increased book value per share by $0.04.


Table of Contents

Segments
Insurance Company Segment
Net earnings of our insurance company segment decreased $1.7 million, or 2%, between 2009 and 2008, as the effects from an increased loss ratio and lower investment income were greater than the effects from increased earned premium and the net impact of the commutation of a reinsurance contract that had been accounted for using the deposit method of accounting. Even though there is pricing competition in certain of our markets, our margins remain at an acceptable level of profitability.
Premium
Gross written premium is 3% higher in 2009, due to growth in our diversified financial products line of business and our recent acquisitions, partially offset by discontinuance of an assumed quota share contract in 2008. The overall percentage of retained premium, as measured by the percent of net written premium to gross written premium, decreased to 82% in 2009 from 85% in 2008. The following tables provide premium information by line of business.

                                         Gross          Net           NWP           Net
                                        written       written       as % of       earned
                                        premium       premium         GWP         premium
   Three months ended March 31, 2009

   Diversified financial products      $ 245,112     $ 203,363            83 %   $ 214,084
   Group life, accident and health       216,993       199,056            92       201,088
   Aviation                               41,952        30,611            73        32,814
   London market account                  44,749        26,394            59        23,674
   Other specialty lines                  53,577        31,822            59        30,724
   Discontinued lines                          4             4            nm             4


   Totals                              $ 602,387     $ 491,250            82 %   $ 502,388


   Three months ended March 31, 2008

   Diversified financial products      $ 211,364     $ 180,501            85 %   $ 192,177
   Group life, accident and health       210,534       202,375            96       192,446
   Aviation                               44,828        32,346            72        34,993
   London market account                  40,936        29,028            71        27,090
   Other specialty lines                  75,343        49,403            66        46,846
   Discontinued lines                         (6 )          (6 )          nm            (6 )


   Totals                              $ 582,999     $ 493,647            85 %   $ 493,546

nm - Not meaningful

The changes in premium volume and retention levels between quarters resulted principally from the following factors:
• Diversified financial products - Gross and net written premium increased because we wrote more domestic directors' and officers' liability business at higher prices in 2009 and generated additional premium from title insurance and new lines of business. Premium volume in our other major products in this group was stable, although pricing for certain of these products is down slightly. Earned premium increased in 2009 for the same reasons. Our retention rate was lower because we are reinsuring more directors' and officers' liability business in 2009.

• Group life, accident and health - The increase in gross written premium was due to writing more sports disability business, which is substantially reinsured. The premium increase from a company acquired in late 2008 was offset by lower premium in our organic lines of business. The increase in net earned premium was due to our acquisition of MultiNational Underwriters in the first quarter of 2008.


Table of Contents

• Aviation - Our aviation premium volume was essentially flat due to continuing competition and lack of growth in the aviation industry. Pricing on this line remains competitive, although we have seen price increases on the international portion of this business.

• London market account - Gross written premium was higher and our retention rate was lower in 2009 due to the timing of writing a large insurance policy, which is substantially reinsured. Net written and net earned premium were lower in 2009 because we wrote a smaller portion of our annual Gulf of Mexico energy policies in the first quarter of 2009. We expect to write a larger portion in the second quarter of 2009.

• Other specialty lines - Premium decreased due to expiration of an assumed quota share contract in the second quarter of 2008 and discontinuance of a motor line written through one of our Lloyd's syndicates in mid-2008. The decrease in the retention rate was due to the change in mix of business in this line.

Losses and Loss Adjustment Expenses
Our net redundant (adverse) development relating to prior year losses included in net incurred loss and loss adjustment expense was ($4.7 million) in 2009 compared to $5.1 million in 2008. The development primarily resulted from the re-estimation of our net claims exposure for certain products, primarily in the life, accident and health line of business in 2009 and the London market line of business in 2008. Deficiencies and redundancies in reserves occur as we review our loss reserves with our actuaries, increasing or reducing loss reserves as a result of such reviews and as losses are finally settled or claims exposures change.
We write directors' and officers' liability, professional indemnity and fiduciary liability coverage for public and private companies and not-for-profit organizations and continue to closely monitor our exposure to subprime and credit related issues. We provide coverage for certain financial institutions, which have potential exposure to shareholders' lawsuits. At March 31, 2009, we had 17 "Side A only" and 62 "non-Side A only" directors' and officers' liability, professional indemnity and fiduciary liability claims related to subprime and credit related issues. Based on our present knowledge, we believe our ultimate losses from these coverages will be contained within our current overall loss reserves for these lines of business.
We have no material exposure to environmental or asbestos losses.
We believe we have provided for all material net incurred losses as of March 31, 2009.
Our gross loss ratio was 65.1% in 2009 and 59.9% in 2008. The increase in gross loss ratio primarily related to higher gross losses in our directors' and officers', aviation, fidelity, and film completion and film production lines of business, a portion of which we reinsure. The following table provides comparative net loss ratios by line of business.

                                                 Three months ended March 31,
                                                 2009                     2008
                                            Net         Net          Net         Net
                                          earned        loss       earned        loss
                                          premium      ratio       premium      ratio
       Diversified financial products    $ 214,084       51.8 %   $ 192,177       46.2 %
       Group life, accident and health     201,088       74.6       192,446       74.5
       Aviation                             32,814       61.3        34,993       57.6
       London market account                23,674       41.3        27,090       33.2
       Other specialty lines                30,724       81.0        46,846       66.9
       Discontinued lines                        4         nm            (6 )       nm


       Totals                            $ 502,388       62.8 %   $ 493,546       59.4 %


       Expense ratio                                     24.5                     24.3


       Combined ratio                                    87.3 %                   83.7 %

nm - Not meaningful comparison


Table of Contents

The changes in net loss ratios between periods resulted principally from the following factors:
• Diversified financial products - The higher net loss ratio in 2009 resulted from our increased estimation of losses on certain lines of business, particularly for our directors' and officers' liability and credit businesses.

• Group life, accident and health - While remaining flat quarter-over-quarter, the 2009 net loss ratio reflects lower losses on our medical stop-loss business, offset by adverse development and higher losses on short-term medical and other coverages.

• Aviation - The 2009 net loss ratio reflects higher incurred claims.

• London market account - The 2009 net loss ratio includes redundant reserve development on prior hurricane losses, which reduced the loss ratio 4.2 percentage points. The 2008 net loss ratio includes redundant reserve development related to our property and energy businesses, which decreased the loss ratio 10.2 percentage points.

• Other specialty lines - We incurred losses on our film completion and film production businesses in 2009, which increased the net loss ratio 19.7 percentage points.

The table below provides a reconciliation of our reserves for loss and loss adjustment expense payable, net of reinsurance ceded, the amount of our paid claims and our net paid loss ratios.

                                                                     Three months ended March 31,
                                                                       2009                  2008
Net reserves for loss and loss adjustment expense payable at
. . .
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