SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2000
or
[_] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _____ to _____
Commission File Number 001-15811
MARKEL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1959284
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4521 Highwoods Parkway, Glen Allen, VA 23060-6148
(Address of principal executive offices)
(Zip code)
(804) 747-0136
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
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 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 [_]
Number of shares of the registrant's common stock outstanding at May 5, 2000:
7,365,469
1
Markel Corporation
Form 10-Q
Index
PART I. FINANCIAL INFORMATION Page Number
Item 1. Financial Statements
Consolidated Balance Sheets --
March 31, 2000 and December 31, 1999 3
Consolidated Statements of Income and Comprehensive Income --
Three Months Ended March 31, 2000 and 1999 4
Consolidated Statements of Changes in Shareholders' Equity --
Three Months Ended March 31, 2000 and 1999 5
Consolidated Statements of Cash Flows --
Three Months Ended March 31, 2000 and 1999 6
Notes to Consolidated Financial Statements --
March 31, 2000 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 12
Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 18
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MARKEL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, December 31,
------------------------
2000 1999
============================================================================================================================
(dollars in thousands)
ASSETS
Investments, available-for-sale, at estimated fair value
Fixed maturities (cost of $2,324,270 in 2000 and $1,214,603 in 1999) $2,290,224 $1,177,151
Equity securities (cost of $337,639 in 2000 and $243,145 in 1999) 395,223 304,241
Short-term investments (estimated fair value approximates cost) 82,667 14,505
- ----------------------------------------------------------------------------------------------------------------------------
Total Investments, Available-For-Sale 2,768,114 1,495,897
- ----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents 185,749 129,055
Receivables 279,383 98,681
Accrued premium income 297,022 --
Reinsurance recoverable on unpaid losses 772,346 378,738
Reinsurance recoverable on paid losses 105,308 43,131
Deferred policy acquisition costs 144,841 50,800
Prepaid reinsurance premiums 159,379 69,591
Intangible assets 419,096 92,314
Other assets 225,211 97,098
- ----------------------------------------------------------------------------------------------------------------------------
Total Assets $5,356,449 $2,455,305
============================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Unpaid losses and loss adjustment expenses $ 2,798,341 $1,343,616
Unearned premiums 838,585 276,910
Payables to insurance companies 154,668 60,706
Long-term debt (estimated fair value of $571,812 in 2000 and $163,881 in 1999) 574,660 167,984
Other liabilities 148,336 72,670
Company-Obligated Mandatorily Redeemable Preferred Capital Securities of Subsidiary
Trust Holding Solely Junior Subordinated Deferrable Interest Debentures
of Markel North America, Inc. (estimated fair value of $127,500 in 2000 and $124,500 in 1999) 150,000 150,000
- ----------------------------------------------------------------------------------------------------------------------------
Total Liabilities 4,664,590 2,071,886
- ----------------------------------------------------------------------------------------------------------------------------
Shareholders' equity
Common stock 323,049 25,625
Retained earnings 353,488 342,426
Accumulated other comprehensive income
Net unrealized holding gains on fixed maturities and equity securities, net of taxes 15,322 15,368
- ----------------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 691,859 383,419
- ----------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 5,356,449 $2,455,305
============================================================================================================================
See accompanying notes to consolidated financial statements.
3
MARKEL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
Three Months Ended
March 31,
--------------------
2000 1999
- --------------------------------------------------------------------------------------------------
(dollars in thousands,
except per share data)
OPERATING REVENUES
Earned premiums $120,529 $108,407
Net investment income 22,846 22,651
Net realized gains from investment sales 5,505 7,063
Other 47 378
- --------------------------------------------------------------------------------------------------
Total Operating Revenues 148,927 138,499
- --------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Losses and loss adjustment expenses 73,059 70,150
Underwriting, acquisition and insurance expenses 47,311 41,495
Amortization of intangible assets 1,593 1,256
- --------------------------------------------------------------------------------------------------
Total Operating Expenses 121,963 112,901
- --------------------------------------------------------------------------------------------------
Operating Income 26,964 25,598
Interest expense 7,272 6,290
Income Before Income Taxes 19,692 19,308
Income tax expense 5,514 4,634
- --------------------------------------------------------------------------------------------------
Net Income $ 14,178 $ 14,674
==================================================================================================
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gains (losses) on securities, net of taxes
Net holding gains (losses) arising during the period $ 3,509 $(17,870)
Less reclassification adjustments for gains included in
net income (3,555) (4,591)
- --------------------------------------------------------------------------------------------------
Total Other Comprehensive Loss (46) (22,461)
- --------------------------------------------------------------------------------------------------
Comprehensive Income (Loss) $ 14,132 $ (7,787)
==================================================================================================
NET INCOME PER SHARE
Basic $ 2.47 $ 2.64
Diluted $ 2.44 $ 2.61
==================================================================================================
See accompanying notes to consolidated financial statements.
4
MARKEL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders' Equity
Three Months Ended
March 31,
------------------------
2000 1999
- -------------------------------------------------------------------------------------------------
(dollars in thousands)
Common Stock
Balance at beginning of period $ 25,625 $ 25,415
Common stock and other equity issued 295,130 --
Deferred equity compensation 1,885 --
Stock option exercises 409 86
------------------------------------------------------------------------------------------------
Balance at end of period $323,049 $ 25,501
------------------------------------------------------------------------------------------------
Retained Earnings
Balance at beginning of period $342,426 $303,878
Net income 14,178 14,674
Repurchase of common stock (3,116) (7)
------------------------------------------------------------------------------------------------
Balance at end of period $353,488 $318,545
------------------------------------------------------------------------------------------------
Accumulated Other Comprehensive Income
Balance at beginning of period $ 15,368 $ 96,008
Net unrealized holding losses arising during the period, net of taxes (46) (22,461)
------------------------------------------------------------------------------------------------
Balance at end of period $ 15,322 $ 73,547
------------------------------------------------------------------------------------------------
Shareholders' Equity at end of period $691,859 $417,593
------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
5
MARKEL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended
March 31,
-----------------------
2000 1999
- -------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
OPERATING ACTIVITIES
Net Income $ 14,178 $ 14,674
Adjustments to reconcile net income to net cash provided by /used by operating activities 6,068 (18,715)
- ------------------------------------------------------------------------------------------------------------------
Net Cash Provided By (Used By) Operating Activities 20,246 (4,041)
- ------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds from sales of fixed maturities and equity securities 178,664 477,635
Proceeds from maturities of fixed maturities 19,567 19,245
Cost of fixed maturities and equity securities purchased (210,413) (391,396)
Net change in short-term investments 4,197 (7,193)
Acquisition of insurance company, net of cash acquired (208,392) (143,557)
Sale of insurance company shell, net of cash sold 12,482 --
Other (3,335) (560)
- ------------------------------------------------------------------------------------------------------------------
Net Cash Used By Investing Activities (207,230) (45,826)
- ------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Additions to long-term debt 370,000 105,000
Repayments and repurchases of long-term debt (125,500) (55,000)
Other (822) 79
- ------------------------------------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities 243,678 50,079
- ------------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 56,694 212
Cash and cash equivalents at beginning of period 129,055 78,952
- ------------------------------------------------------------------------------------------------------------------
Cash And Cash Equivalents At End Of Period $ 185,749 $ 79,164
- ------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- March 31, 2000
1. Principles of Consolidation
The consolidated balance sheet as of March 31, 2000, the related consolidated
statements of income and comprehensive income for the three months ended March
31, 2000 and 1999, the consolidated statements of changes in shareholders'
equity and the consolidated statements of cash flows for the three months ended
March 31, 2000 and 1999, are unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of such consolidated financial
statements have been included. Such adjustments consist only of normal recurring
items. Interim results are not necessarily indicative of results of operations
for the full year.
The consolidated financial statements and notes are presented as permitted by
Form 10-Q, and do not contain certain information included in the Company's
annual consolidated financial statements and notes.
Certain reclassifications of prior years' amounts have been made to conform with
2000 presentations. At December 31, 1999, cash equivalents were defined as
overnight deposits. The Company has changed its definition of cash equivalents
to include all investments with original maturities of 90 days or less.
2. Net Income per share
Net income per share was determined by dividing net income by the applicable
shares outstanding (in thousands):
Three Months Ended
March 31,
------------------------
2000 1999
- -------------------------------------------------------------------------------
Net income, as reported (Basic and diluted income) $ 14,178 $ 14,674
- -------------------------------------------------------------------------------
Average common shares outstanding 5,737 5,555
Dilutive potential common shares 74 66
- -------------------------------------------------------------------------------
Average diluted shares outstanding 5,811 5,621
- -------------------------------------------------------------------------------
3. Reinsurance
The table below summarizes the effect of reinsurance on premiums written and
earned (dollars in thousands):
Three Months Ended March 31,
- -------------------------------------------------------------------------------
2000 1999
- -------------------------------------------------------------------------------
Written Earned Written Earned
Direct $153,074 $141,201 $131,269 $143,428
Assumed 6,585 19,600 2,663 3,355
Ceded (38,926) (40,272) (34,924) (38,376)
- -----------------------------------------------------------------------------
Net premiums $120,733 $120,529 $ 99,008 $108,407
=============================================================================
Incurred losses and loss adjustment expenses are net of reinsurance recoveries
of $25.9 million and $27.3 million for the three months ended March 31, 2000 and
1999, respectively.
7
4. Company Obligated Mandatorily Redeemable Preferred Securities (8.71% Capital
Securities)
On January 8, 1997 the Company's subsidiary, Markel North America, Inc. arranged
the sale of $150 million of 8.71% Capital Securities issued under an Amended and
Restated Declaration of Trust dated January 13, 1997 (The Declaration) by Markel
Capital Trust I (the Trust), a statutory business trust sponsored and wholly-
owned by Markel North America, Inc. Proceeds from the sale of the 8.71% Capital
Securities were used to purchase $154,640,000 aggregate principal amount of
Markel North America Inc.'s 8.71% Junior Subordinated Deferrable Interest
Debentures (the Debentures) due January 1, 2046, issued to the Trust under an
indenture dated January 13, 1997 (the Indenture). The Debentures are the sole
assets of the Trust. The Company has the right to defer interest payments on the
Debentures for up to five years. The 8.71% Capital Securities and related
Debentures are redeemable by the Company on or after January 1, 2007. Taken
together, the Company's obligations under the Debentures, the Indenture, the
Declaration and a guarantee made by the Company provide, in the aggregate, a
full, irrevocable and unconditional guarantee of payments of distributions and
other amounts due on the 8.71% Capital Securities.
5. Comprehensive Income (Loss)
Other comprehensive loss is composed of net holding gains (losses) on securities
arising during the period less reclassification adjustments for gains included
in net income. The related tax expense (benefit) on net holding gains (losses)
on securities was $1.9 million and $(9.6) million for the quarter ended March
31, 2000 and 1999, respectively. The related tax expense on the reclassification
adjustments for gains included in net income was $2.0 million and $2.5 million
for the quarter ended March 31, 2000 and 1999, respectively.
6. Acquisition
On March 24, 2000, the Company became a holding company for Markel North
America, Inc. and completed its acquisition of Terra Nova (Bermuda) Holdings,
Ltd. (Markel International). The Company issued approximately 1.75 million
Markel common shares and contingent value rights and paid approximately $325
million in cash to Markel International shareholders in the transaction. Total
consideration was approximately $658 million, including $31.5 million of Terra
Nova shares purchased in the open market prior to acquisition date. Each former
shareholder of Markel North America, Inc. received for each Markel North America
share, one common share of the Company. The acquisition was accounted for using
the purchase method of accounting. The excess of the purchase price over the
fair value of the net tangible and identifiable intangible assets acquired was
recorded as goodwill and is being amortized using the straight-line method over
20 years. The Company borrowed $245 million under its $400 million revolving
credit facility to fund a portion of the acquisition. In addition, $175 million
of Terra Nova debt remained outstanding. The Company's results for the quarter
ended March 31, 2000 include Markel International's results since the date of
acquisition.
a) The table below summarizes, on a pro forma basis, the Company's consolidated
results of operations as if the purchase of Markel International had taken place
on January 1, 1999 after giving effect to certain adjustments, including
amortization of goodwill and other intangibles, increased interest expense on
debt related to the acquisition, lower investment income due to cash used to
fund a portion of the transaction, and related income tax effects. Markel
International's nonrecurring and transaction related expenses in the first
quarter of 2000, prior to the acquisition by the Company, were excluded from
the pro forma financial information. The pro forma financial information does
not necessarily reflect the results of operations that would have occurred had
the acquisition occurred on January 1, 1999 (dollars in thousands, except per
share amounts).
8
6. Acquisition (continued)
Three Months Ended
March 31,
------------------------
2000 1999
- ---------------------------------------------------------------------------
Total operating revenues $ 308,419 $304,910
Net income (loss) (11,922) 20,720
- ---------------------------------------------------------------------------
Net income (loss) per share
Basic (1.62) 2.81
Diluted (1.62) 2.60
- ---------------------------------------------------------------------------
b) The following summary reconciles cash paid for the acquisition of Markel
International (dollars in thousands).
Three Months Ended
March 31, 2000
------------------------
- ---------------------------------------------------------------------------
Fair value of assets acquired, net of cash acquired $ 2,856,825
Fair value of Liabilities assumed (2,353,303)
Common stock and other equity issued (295,130)
- ---------------------------------------------------------------------------
Net cash paid for acquisition 208,392
Cash acquired in acquisition 154,883
Cash paid for acquisition $ 363,275
- ---------------------------------------------------------------------------
7. Segment Reporting Disclosures
On March 24, 2000, the Company completed its acquisition of Markel International
(formerly Terra Nova). As a result, the Company realigned its operations with
Terra Nova becoming the Company's international division, Markel International,
and the Company's existing U.S. operations becoming Markel North America. Markel
International includes two operating units: the London Company Market and the
Lloyd's Market. Markel North America includes the Company's previous two
operating segments: Excess and Surplus Lines and Specialty Admitted. Markel
International's results have been included in the Company's operating results
since the date of acquisition. Prior year amounts have been made to conform with
2000 presentations.
All investing activities are included in the Investing operating segment.
Discontinued programs and non-strategic insurance subsidiaries are included in
Other for purposes of segment reporting.
The Company considers many factors including the nature of the underwriting
units' insurance products, production sources, distribution strategies and
regulatory environment in determining how to aggregate operating segments.
Segment profit or loss for the Markel North America and Markel International
operating segments is measured by underwriting profit or loss. Segment profit
for the Investing operating segment is measured by net
9
investment income and realized gains or losses.
The Company does not allocate assets to the Markel North America or the Markel
International operating segments for management reporting purposes. The total
investment portfolio and cash and cash equivalents are allocated to the
Investing operating segment. The acquisition of Markel International increased
the total investment portfolio and cash and cash equivalents by approximately
$1.4 billion in the first quarter of 2000. The
7. Segment Reporting Disclosures (continued)
Company does not allocate capital expenditures for long-lived assets to any of
its operating segments for management reporting purposes.
a) Following is a summary of segment disclosures (dollars in thousands):
Three Months Ended
March 31,
-------------------------
2000 1999
- -------------------------------------------------------------------------------
Segment Revenues
Markel North America $ 105,320 $ 93,635
Markel International 9,930 --
Investing 28,351 29,714
Other 5,279 14,772
- -------------------------------------------------------------------------------
Segment Revenues $ 148,880 $ 138,121
===============================================================================
- -------------------------------------------------------------------------------
Segment Profit (Loss)
Markel North America $ 5,647 $ 3,189
Markel International (3,727) --
Investing 28,351 29,714
Other (1,761) (6,427)
- -------------------------------------------------------------------------------
Segment Profit $ 28,510 $ 26,476
- -------------------------------------------------------------------------------
Combined Ratio
Markel North America 95% 97%
Markel International 138% --
Investing -- --
Other 133% 144%
- -------------------------------------------------------------------------------
Combined Ratio 100% 103%
===============================================================================
Segment Assets
Markel North America $ -- $ --
Markel International -- --
Investing 2,953,863 1,758,753
Other 2,402,586 826,126
- -------------------------------------------------------------------------------
Segment Assets $5,356,449 $2,584,879
- -------------------------------------------------------------------------------
10
7. Segment Reporting Disclosures (continued)
b) The following summary reconciles significant segment items to the Company's
consolidated financial statements (dollars in thousands):
Three Months Ended
March 31,
---------------------
2000 1999
- -------------------------------------------------------------------------------
Operating Revenues
Earned premiums $120,529 $108,407
Investing results 28,351 29,714
Other 47 378
- -------------------------------------------------------------------------------
Total Operating Revenues $148,927 $138,499
===============================================================================
- -------------------------------------------------------------------------------
Income before income taxes
Segment profit $ 28,510 $ 26,476
Unallocated amounts
Amortization expense (1,593) (1,256)
Interest expense (7,272) (6,290)
Other 47 378
- -------------------------------------------------------------------------------
Income Before Income Taxes $ 19,692 $ 19,308
===============================================================================
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Three Months ended March 31, 2000 compared to Three Months ended March 31, 1999
The Company markets and underwrites specialty insurance products and programs to
a variety of niche markets. In each of these markets, the Company seeks to be a
market leader. The financial goals of the Company are to earn consistent
underwriting profits and superior investment returns to build shareholder value.
On March 24, 2000, the Company completed its acquisition of Terra Nova (Bermuda)
Holdings Ltd. (Terra Nova). As a result the Company realigned its operations
with Terra Nova becoming the Company's international division, Markel
International, and the Company's existing U.S. operations becoming Markel North
America. The acquisition was accounted for as a purchase transaction and
accordingly, Markel International has been included in the Company's operating
results since the date of acquisition.
Markel North America includes the Excess and Surplus Lines operating unit which
is comprised of four underwriting units and the Specialty Admitted operating
unit which consists of two underwriting units. The Excess and Surplus Lines
underwriting units write property and casualty insurance for nonstandard and
hard-to-place risks including catastrophe exposed property, professional
liability, products liability, general liability, commercial umbrella and other
coverages tailored for unique exposures. The Specialty Admitted underwriting
units write risks that are unique and hard to place in the standard market but
must remain with an admitted insurance company for marketing and regulatory
reasons. These units write specialty program insurance for well defined niche
markets and personal and commercial property and liability coverages.
Markel International includes two operating units: the London Company Market
and the Lloyd's Market. The London Company Market consists of the operations of
Terra Nova Insurance Company Limited. The Lloyd's Market includes Markel
Capital Limited, which is the corporate capital provider for six Lloyd's
syndicates managed by Markel Syndicate Management Limited. Markel
International's operating units write specialty property, casualty, marine and
aviation insurance and reinsurance on a worldwide basis. The majority of Markel
International's business comes from the United Kingdom and United States.
Discontinued lines of business and non-strategic insurance subsidiaries are
included in Other for segment reporting purposes.
Following is a comparison of gross premium volume and earned premiums by
significant underwriting area:
Gross Premium Volume Earned Premiums
------------------------------- ----------------------------
Three Months Ended March 31, Three Months Ended March 31,
- ----------------------------------------------------------------------------------------------
2000 1999 (dollars in thousands) 2000 1999
- ----------------------------------------------------------------------------------------------
$ 121,684 $ 92,223 Excess and Surplus Lines $ 77,518 $ 68,140
26,754 23,313 Specialty Admitted 27,802 25,495
3,929 -- London Company Market 4,197 --
5,293 -- Lloyd's Market 5,733 --
1,697 18,497 Other 5,279 14,772
- ----------------------------------------------------------------------------------------------
$ 159,357 $134,033 Total $120,529 $108,407
==============================================================================================
12
First quarter 2000 gross premium volume rose 19% to $159.4 million from $134.0
million last year. The increase was due to gross premium growth of 28% in
Markel North America's core business units and $9.2 million of gross premiums
from Markel International for the last seven days of the first quarter. Gross
premiums from discontinued lines fell sharply in the first quarter of 2000
primarily due to the run off of Gryphon's discontinued programs. The Company
acquired Gryphon in January 1999.
Excess and Surplus Lines gross premium volume increased 32% to $121.7 million in
the first quarter of 2000 from $92.2 million a year ago. The growth was due to
increased submission activity in most programs. The most significant areas of
growth were in the brokered casualty and Essex special property programs.
Specialty Admitted Lines gross premium volume increased 15% to $26.8 million in
the first quarter of 2000 from $23.3 million a year ago. The increase was
primarily due to a yacht program that was acquired during the second quarter of
1999, partially offset by lower volume due to the reunderwriting of an
unprofitable property program.
The Company's submission activity has increased significantly in the past six
months. Despite this positive activity, competition remains high and prices
remain low in many areas of the property and casualty market. The Company does
not intend to relax underwriting standards in order to sustain premium volume.
Further, the volume of premiums written may vary significantly with the
Company's decision to alter its product concentration to maintain or improve
underwriting profitability.
The Company enters into reinsurance agreements in order to reduce its liability
on individual risks and enable it to underwrite policies with higher limits.
The Company's net retention of gross premium volume increased to 76% in the
first quarter of 2000 compared to 74% in the prior year. This increase was due
to increased volume in the Excess and Surplus Lines unit's casualty and
professional liability programs where the Company has higher retentions. Markel
International's net retention of gross premium volume is higher than Markel
North America's. Markel International had an immaterial effect on retentions
for the last seven days of the first quarter.
Total operating revenues rose to $148.9 million from $138.5 million in the prior
year. Earned premiums for the first quarter of 2000 rose 11% to $120.5 million
from $108.4 million last year. The increase was primarily due to a 12% increase
in Markel North America earned premiums as a result of increased gross written
premiums over the past six months. Earned premiums added by Markel
International since its acquisition were offset by lower earned premiums from
discontinued programs.
Net investment income was $22.8 million compared to $22.7 million in 1999. The
Company recognized $5.5 million of net realized gains in the first quarter of
2000 compared to $7.1 million of net realized gains in 1999. First quarter 2000
net realized gains included an $8.0 million gain on the sale of an insurance
company shell for the value of its insurance licenses. Variability in the
timing of realized and unrealized gains and losses is to be expected.
Total operating expenses for the first quarter were $122.0 million compared to
$112.9 million in 1999. The increase was due to higher variable expenses due to
higher earned premiums partially offset by favorable loss development in Markel
North America's operating units.
13
Following is a comparison of selected data from the Company's operations
(dollars in thousands):
Three Months Ended
March 31,
-----------------------
2000 1999
- ------------------------------------------------------------------------------------
Gross premium volume $159,357 $134,033
Net premiums written $120,733 $ 99,008
Net retention 76% 74%
Earned premiums $120,529 $108,407
Losses and loss adjustment expenses $ 73,059 $ 70,150
Underwriting, acquisition and insurance expenses $ 47,311 $ 41,495
Underwriting profit (loss) $ 159 $ (3,238)
GAAP ratios
Loss ratio 61% 65%
Expense ratio 39% 38%
- ------------------------------------------------------------------------------------
Combined ratio 100% 103%
====================================================================================
Underwriting performance is measured by the combined ratio of losses and
expenses to earned premiums. The Company reported a combined ratio of 100% in
2000 compared to a combined ratio of 103% in the first quarter of 1999. The
improvement was due to higher underwriting profits at Markel North America,
which reported a combined ratio of 95% in the first quarter of 2000 compared to
97% in the first quarter of 1999. Markel North America's 2000 combined ratio
benefited from favorable loss development in the Specialty Admitted underwriting
units. For the seven days after its acquisition, Markel International reported a
combined ratio of 138% which included transaction related expenses. The
improvement in the Company's combined ratio was also due to significantly lower
underwriting losses on discontinued programs, primarily due to the run off of
Gryphon's discontinued lines.
For purposes of segment reporting the Excess and Surplus Lines and Specialty
Admitted units are aggregated into the Markel North America segment. The Markel
International segment combines the London Company Market and Lloyd's Market
operating units. The combined ratio for Excess and Surplus Lines increased to
95% in the first quarter of 2000 from 93% in 1999. The increase in the 2000
combined ratio was due to higher earned premiums from the Excess and Surplus
Lines unit's casualty and professional liability programs where the Company
establishes higher initial loss ratios. The combined ratio for Specialty
Admitted decreased to 94% in the first quarter of 2000 from 106% in 1999. The
decrease was the result of favorable loss development.
Markel International reported a combined ratio of 138% for the seven days
following its acquisition. The Company is currently working with the associates
at Markel International to increase the focus on underwriting profitability.
These initiatives may lead to the repricing or discontinuance of poor performing
lines of business, reorganization of business units to achieve operating
efficiencies and a review of Markel International's reinsurance programs. The
Company expects Markel International to report combined ratios in the range of
105% to 110% for the remainder of the year and as a result, the Company expects
to report a consolidated underwriting loss for 2000.
Amortization of intangible assets was $1.6 million in the first quarter of 2000
compared to $1.3 million last year. The increase was the result of seven days of
amortization expense from the Terra Nova acquisition.
Interest expense was $7.3 million in the first quarter of 2000 compared to $6.3
million in 1999. The increase was due to seven days of interest on $245 million
of borrowings under the Company's $400 million revolving credit facility used to
fund a portion of the Terra Nova acquisition. In addition, $175 million of
Terra Nova debt remained outstanding subsequent to the acquisition.
14
The Company's effective tax rate was 28% for the first quarter of 2000 compared
to 24% in 1999. After its acquisition by the Company, Markel International was
subject to taxation in the U.S. The Company anticipates that its effective tax
rate will increase in future quarters due to U.S. taxation of its foreign
subsidiaries
In evaluating its operating performance, the Company focuses on core
underwriting and investing results before consideration of realized gains or
losses from the sales of investments and expenses related to the amortization of
intangible assets (these measures do not replace operating income or net income
computed in accordance with generally accepted accounting principles as a
measure of profitability). Management believes this is a better indicator of
the Company's operating performance because it reduces the variability in
results associated with realized investment gains or losses and eliminates the
impact of accounting conventions which do not reflect current operating costs.
For the first quarter of 2000, income from core underwriting and investing
operations increased to $12.1 million, or $2.08 per diluted share, from $11.3
million, or $2.00 per diluted share, in 1999. The increase was primarily due to
an underwriting profit in the first quarter of 2000 compared to an underwriting
loss in the prior year.
Net income was $14.2 million, or $2.44 per diluted share, in 2000 compared to
$14.7 million, or $2.61 per diluted share, million in 1999. The decrease was
primarily due to an underwriting profits for Markel North America offset by an
underwriting loss for Markel International and lower net realized gains in 2000.
Because the acquisition of Markel International was completed on March 24, 2000,
the Company's first quarter per share results do not reflect the full dilutive
impact of the approximately 1.75 million Markel common shares and Contingent
Value Rights (CVRs) issued in the transaction. This additional dilution will be
reflected in the earnings per share calculation beginning in the second quarter
of 2000, as the shares and CVRs will be outstanding for the entire period.
Comprehensive income was $14.1 million, or $2.43 per diluted share, compared to
a comprehensive loss of $7.8 million, or $1.39 per diluted share, in 1999.
Comprehensive income in 2000 was primarily due to net income. The comprehensive
loss in 1999 was due to a net decrease in unrealized gains of $4.01 per share
partially offset by net income of $2.61 per diluted share.
Financial Condition as of March 31, 2000
The Company's insurance operations collect premiums and pay current claims,
reinsurance commissions and operating expenses. Premiums collected and positive
cash flows from the insurance operations are invested primarily in short-term
investments and long-term bonds. Short-term investments held by the Company's
insurance subsidiaries provide liquidity for projected claims, reinsurance costs
and operating expenses.
On March 24, 2000, the Company became the holding company for Markel North
America, Inc. and completed its acquisition of Markel International. The
Company issued approximately 1.75 million Markel common shares and CVRs and paid
approximately $325 million in cash to Terra Nova shareholders in the
transaction. Total consideration was approximately $658 million, including
$31.5 million of Terra Nova shares purchased in
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the open market. Each former shareholder of Markel North America, Inc. received
for each Markel North America share, one common share of the Company. The
acquisition was accounted for using the purchase method of accounting. The
excess of the purchase price over the fair value of the net tangible and
identifiable intangible assets acquired was recorded as goodwill and is being
amortized using the straight-line method over 20 years. The Company borrowed
$245 million under its $400 million revolving credit facility to fund a portion
of the acquisition. In addition, $175 million of Terra Nova debt remained
outstanding.
The Company's invested assets and cash and cash equivalents increased to $3.0
billion at March 31, 2000 from $1.6 billion at December 31, 1999. The increase
was primarily the result of the Terra Nova acquisition.
For the three month period ended March 31, 2000, the Company reported net cash
provided by operating activities of $20.2 million, compared to net cash used by
operating activities of $4.0 million for the same period in 1999. The increase
was primarily due to higher gross premium volume and lower cash outflows from
Gryphon's discontinued programs in 2000.
For the three month period ended March 31, 2000, the Company reported net cash
used by investing activities of $207.2 million compared to $45.8 million in
1999. The difference was the result of the Terra Nova acquisition.
As of March 31, 2000, the unused balances available under the Company's $400
million revolving credit facility totaled $80 million. During the fall of 1999,
the Company arranged a $400 million revolving credit facility to be used to
finance a portion of the Terra Nova acquisition. On March 24, 2000, the Company
completed its acquisition of Terra Nova using $245 million of its $400 revolving
credit facility. The Company also refinanced $75 million of its previous credit
facility with the new revolving credit facility.
Shareholders' equity at March 31, 2000 was $691.9 million compared to $383.4
million at December 31, 1999. Book value per common share was $93.90 at March
31, 2000, compared to $68.59 at December 31, 1999. The increase was primarily
due to common stock and CVRs issued to acquire Markel International.
Other Matters
Year 2000
The Company completed its Year 2000 project in late 1999 at a total project cost
of less than $1.0 million. Subsequent to the change of the century, the Company
has not experienced any significant Year 2000-related problems in any of its IT
systems. Also the Company has not experienced any disruptions as a result of
noncompliance by its significant business partners. The Company will continue
to monitor both its IT systems and business partners for the next several months
as a precaution.
The Company conducted a comprehensive review of its underwriting guidelines and
made the decision to exclude Year 2000 exposures from virtually all insurance
policies. The Company began adding exclusions to policies in early 1998.
Additionally it is the Company's position that Year 2000 exposures are not
fortuitous losses and thus are not covered under insurance policies even without
specific exclusions. For these reasons, the Company believes that its exposure
to Year 2000 claims will not be material. However, as was the case with
environmental exposures, changing social and legal trends may create unintended
coverage for exposures by reinterpreting insurance contracts and exclusions. It
is impossible to predict what, if any, exposure insurance
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companies may ultimately have for Year 2000 claims whether coverage for the
issue is specifically excluded or included.
Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of economic losses due to adverse changes in the
estimated fair value of a financial instrument as the result of changes in
equity prices, interest rates, foreign exchange rates and commodity prices. The
Company's consolidated balance sheets include assets and liabilities whose
estimated fair values are subject to market risk. The primary market risks to
the Company are equity price risk associated with investments in equity
securities and interest rate risk associated with investments in fixed
maturities. From time to time, equity prices and interest rates fluctuate
causing an effect on the Company's investment portfolio. The Company has no
direct commodity risk.
The Company's market risk disclosures at March 31, 2000 have not materially
changed from those identified at December 31, 1999. Markel International's
fixed maturity portfolio's duration was shorter than Markel North America's
at March 31, 2000. As a result, the combination of the two portfolios
moderately reduced the Company's exposure to interest rate volatility. In
addition, with the acquisition of Markel International, the Company's exposure
to foreign currency risk has increased. Markel International has foreign
exchange risk on assets and liabilities denominated in foreign currencies and
manages this risk by matching assets to liabilities in each foreign currency as
closely as possible. Approximately 75% of Markel International's investment
portfolio was denominated in U.S. Dollars at March 31, 2000. At that date, the
largest foreign currency exposure was U.K. Sterling. The Company does not
ordinarily use derivative instruments to manage its exposure to foreign exchange
movements.
Safe Harbor Statement
This is a "Safe Harbor" statement under the Private Securities Litigation Reform
Act of 1995. Certain statements contained herein are forward-looking statements
that involve risks and uncertainties. Future actual results may materially
differ from those in these statements because of many factors. For example, the
Company is working with the associates of Markel International to increase the
focus on underwriting profitability which could result in changes to Markel
International's operations. Markel International's combined ratios for the
remainder of the year could be materially different than anticipated if these
corrective actions are ineffective. In addition, the Company's international
operations are subject to taxation in the U.S. The Company anticipates that its
effective tax rate will increase due to the way taxes on foreign subsidiaries
are calculated for U.S. tax purposes. The scope and impact of these changes
cannot be determined at this time. Insurance industry price competition has made
it more difficult to attract and retain adequately priced business. Changing
legal and social trends and inherent uncertainties in the loss estimation
process can adversely impact the adequacy of loss reserves. The Company's
potential underwriting exposure to Year 2000 claims is difficult to predict with
any certainty. Regulatory actions can impede the Company's ability to charge
adequate rates and efficiently allocate capital. The frequency and severity of
natural catastrophes are highly variable. Economic conditions, interest rate
volatility and foreign exchange volatility can have significant impacts on the
market value of fixed maturity and equity investments. The Company's premium
growth, underwriting and investment results have been and will continue to be
potentially materially affected by these factors.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index.
(b) No reports on Form 8-K were filed during the quarter ended March 31, 2000
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, this 8/th/ day of May, 2000.
Markel Corporation
By Alan I. Kirshner
_________________________________
Alan I. Kirshner
Chief Executive Officer
(Principal Executive Officer)
By Anthony F. Markel
_________________________________
Anthony F. Markel
President
(Principal Operating Officer)
By Steven A. Markel
_________________________________
Steven A. Markel
Vice Chairman
By Darrell D. Martin
_________________________________
Darrell D. Martin
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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Exhibit Index
Number Description
3(i) Articles of Incorporation, as amended*
3(ii) By-Laws**
27 Financial Data Schedule for period ended March 31, 2000*
* Filed electronically with the Commission's operational EDGAR system
** Incorporated by reference from Exhibit 4.2 to S-4 Registration Statement No.
333-88609, dated October 7, 1999
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