UNITED STATES 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 June 30, 1996 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 0-15458 MARKEL CORPORATION (Exact name of registrant as specified in its charter) Virginia 54-0292420 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 4551 Cox Road, Glen Allen, Virginia 23060-3382 (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 July 27, 1996: 5,431,797 1 Markel Corporation Form 10-Q Index Page Number PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Consolidated Balance Sheets-- June 30, 1996 and December 31, 1995 3 Consolidated Statements of Income-- Quarters and Six Months Ended June 30, 1996 and 1995 4 Consolidated Statements of Cash Flows-- Six Months Ended June 30, 1996 and 1995 5 Notes to Consolidated Financial Statements-- June 30, 1996 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION: Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 13 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements MARKEL CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets June 30, December 31, ------------------------- 1996 1995 - ----------------------------------------------------------------------------------------------------------------- (dollars in thousands) ASSETS Investments, available-for-sale, at estimated fair value Fixed maturities (cost of $697,880 in 1996 and $683,568 in 1995) $ 692,417 $ 706,055 Equity securities (cost of $130,164 in 1996 and $104,538 in 1995) 164,713 134,346 Short-term investments (estimated fair value approximates cost) 51,782 68,182 - ----------------------------------------------------------------------------------------------------------------- Total investments, available-for-sale 908,912 908,583 - ----------------------------------------------------------------------------------------------------------------- Cash and cash equivalents 20,377 18,315 Receivables 62,880 47,210 Reinsurance recoverable on unpaid losses 158,070 159,141 Reinsurance recoverable on paid losses 16,900 20,404 Deferred policy acquisition costs 33,403 32,024 Prepaid reinsurance premiums 41,315 39,728 Property and equipment 26,356 27,729 Intangible assets 40,617 41,657 Other assets 45,763 19,746 - ----------------------------------------------------------------------------------------------------------------- Total assets $1,354,593 $1,314,537 ================================================================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY Unpaid losses and loss adjustment expenses $ 751,266 $ 734,409 Unearned premiums 178,821 170,697 Payables to insurance companies 34,591 17,247 Long-term debt (estimated fair value of $93,564 in 1996 and $109,189 in 1995) 99,665 106,689 Other liabilities 57,920 72,053 - ----------------------------------------------------------------------------------------------------------------- Total liabilities 1,122,263 1,101,095 - ----------------------------------------------------------------------------------------------------------------- Shareholders' equity Common stock 23,199 23,118 Retained earnings 190,225 156,333 Net unrealized gains on fixed maturities and equity securities, net of taxes 18,906 33,991 - ----------------------------------------------------------------------------------------------------------------- Total shareholders' equity 232,330 213,442 - ----------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $1,354,593 $1,314,537 ================================================================================================================= See accompanying notes to consolidated financial statements. 3 MARKEL CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Quarter Ended Six Months Ended June 30, June 30, ---------------------- ---------------------- 1996 1995 1996 1995 - ---------------------------------------------------------------------------------------------------------------------- (dollars in thousands, except per share data) Operating revenues Earned premiums $ 71,393 $ 68,449 $ 148,190 $ 134,233 Net investment income 11,853 10,104 24,137 18,472 Net realized gains (losses) from investment sales (467) 3,050 2,507 4,613 Other 893 962 1,828 1,772 - ---------------------------------------------------------------------------------------------------------------------- Total operating revenues 83,672 82,565 176,662 159,090 - ---------------------------------------------------------------------------------------------------------------------- Operating expenses Losses and loss adjustment expenses 46,327 46,011 100,879 88,034 Underwriting, acquisition and insurance expenses 24,089 22,074 48,819 44,679 Other 458 412 908 829 Amortization of intangible assets 660 590 1,335 1,293 - ---------------------------------------------------------------------------------------------------------------------- Total operating expenses 71,534 69,087 151,941 134,835 - ---------------------------------------------------------------------------------------------------------------------- Operating income 12,138 13,478 24,721 24,255 Interest expense 2,021 2,192 4,050 4,131 - ---------------------------------------------------------------------------------------------------------------------- Income before income taxes 10,117 11,286 20,671 20,124 Income taxes (benefit) (15,973) 2,934 (13,229) 5,232 - ---------------------------------------------------------------------------------------------------------------------- Net income $ 26,090 $ 8,352 $ 33,900 $ 14,892 ====================================================================================================================== Earnings per share Primary $ 4.61 $ 1.49 $ 5.99 $ 2.67 - ---------------------------------------------------------------------------------------------------------------------- Fully diluted $ 4.60 $ 1.49 $ 5.98 $ 2.66 ====================================================================================================================== See accompanying notes to consolidated financial statements. 4 MARKEL CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Six Months Ended June 30, ------------------------- 1996 1995 - ----------------------------------------------------------------------------------------------------------------------------------- (dollars in thousands) Operating Activities Net income $ 33,900 $ 14,892 Adjustments to reconcile net income to net cash provided by operating activities 1,051 73,364 - ----------------------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 34,951 88,256 - ----------------------------------------------------------------------------------------------------------------------------------- Investing Activities Proceeds from sales of fixed maturities and equity securities 209,900 289,730 Proceeds from maturities of fixed maturities 38,670 9,344 Cost of fixed maturities and equity securities purchased (288,856) (368,723) Net change in short-term investments 16,400 (9,126) Purchase of Lincoln Insurance Company - net of cash acquired -- (21,747) Other (2,026) (2,238) - ----------------------------------------------------------------------------------------------------------------------------------- Net cash used by investing activities (25,912) (102,760) - ----------------------------------------------------------------------------------------------------------------------------------- Financing Activities Borrowings under credit facility -- 17,000 Repayment of long-term debt and credit facility (7,050) (50) Other 73 34 - ----------------------------------------------------------------------------------------------------------------------------------- Net cash provided (used) by financing activities (6,977) 16,984 - ----------------------------------------------------------------------------------------------------------------------------------- Increase in cash and cash equivalents 2,062 2,480 Cash and cash equivalents at beginning of period 18,315 10,229 - ----------------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 20,377 $ 12,709 =================================================================================================================================== See accompanying notes to consolidated financial statements. 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--June 30, 1996 1. Principles of Consolidation The consolidated balance sheet as of June 30, 1996, the related consolidated statements of income for the quarters and six months ended June 30, 1996 and 1995, and the consolidated statements of cash flows for the six months ended June 30, 1996 and 1995, 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. 2. Earnings per share Earnings per share was determined by dividing net income, as adjusted below, by the applicable shares outstanding (in thousands): Quarter Ended Six Months Ended June 30, June 30, ---------------------- ------------------------ 1996 1995 1996 1995 - ----------------------------------------------------------------------------------------------------------------------------------- Net income, as reported $ 26,090 $ 8,352 $ 33,900 $ 14,892 Dividends on redeemable preferred stock (4) (4) (8) (8) - ----------------------------------------------------------------------------------------------------------------------------------- Primary and fully diluted income $ 26,086 $ 8,348 $ 33,892 $ 14,884 =================================================================================================================================== Average common shares outstanding 5,428 5,406 5,426 5,397 Shares applicable to common stock equivalents 233 197 231 181 - ----------------------------------------------------------------------------------------------------------------------------------- Average primary shares outstanding 5,661 5,603 5,657 5,578 Additional dilution attributable to common stock equivalents 8 8 10 24 - ----------------------------------------------------------------------------------------------------------------------------------- Average fully diluted shares outstanding 5,669 5,611 5,667 5,602 =================================================================================================================================== 6 3. Reinsurance The table below summarizes the effect of reinsurance on premiums written and earned (dollars in thousands): Quarter Ended June 30, - ---------------------------------------------------------------------------------------------------------- 1996 1995 - ---------------------------------------------------------------------------------------------------------- Written Earned Written Earned Direct $ 106,037 $ 91,381 $ 94,704 $ 82,441 Assumed 1,583 2,402 7,929 10,007 Ceded (25,809) (22,390) (26,861) (23,999) - ---------------------------------------------------------------------------------------------------------- Net premiums $ 81,811 $ 71,393 $ 75,772 $ 68,449 ========================================================================================================== Six Months Ended June 30, - ---------------------------------------------------------------------------------------------------------- 1996 1995 - ---------------------------------------------------------------------------------------------------------- Written Earned Written Earned Direct $ 198,154 $ 187,162 $ 175,250 $ 160,617 Assumed 3,642 6,578 17,487 17,717 Ceded (47,071) (45,550) (47,186) (44,101) - ---------------------------------------------------------------------------------------------------------- Net premiums $ 154,725 $ 148,190 $ 145,551 $ 134,233 ========================================================================================================== Incurred losses and loss adjustment expenses are net of reinsurance recoveries of $11.1 million and $18.2 million for the quarters ended June 30, 1996 and 1995, respectively, and $23.7 million and $33.3 million for the six months ended June 30, 1996 and 1995, respectively. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Quarter and Six Months ended June 30, 1996 compared to Quarter and Six Months ended June 30, 1995 The Company underwrites specialty insurance products and programs to niche markets. Significant areas of underwriting include professional and products liability, excess and surplus lines, specialty programs and specialty personal and commercial lines. Professional liability coverage is offered to physicians and health professionals, insurance companies, directors and officers, attorneys and architects and engineers. Special risk programs provide products liability insurance for manufacturers and distributors and tailored coverages for other unique exposures. Property/casualty insurance for nonstandard and hard-to-place risks is underwritten on an excess and surplus lines basis. Specialty program insurance includes coverage for camps, youth and recreation, child care, health and fitness and agribusiness organizations, as well as accident and health insurance for colleges. The Company also underwrites personal and commercial property and liability coverages for watercraft, motorcycles, automobiles, mobile homes, dwellings and commercial freight companies, and maintains wholesale and retail brokerage operations that produce business primarily for its insurance subsidiaries. Following is a comparison of gross premium volume by significant underwriting area: Gross Premium Volume Quarter Ended June 30, Six Months Ended June 30, - ---------------------------------------------------------------------------------------------------------------- 1996 1995 (amounts in thousands) 1996 1995 - ---------------------------------------------------------------------------------------------------------------- $ 32,116 $ 34,923 Professional/Products Liability $ 63,311 $ 67,218 29,890 25,357 Excess & Surplus Lines 58,935 51,656 24,916 26,860 Specialty Program Insurance 45,662 50,531 20,528 10,237 Specialty Personal and Commercial Lines 34,090 18,409 3,488 6,076 Other 6,285 10,726 - ---------------------------------------------------------------------------------------------------------------- $110,938 $ 103,453 Total $ 208,283 $ 198,540 ================================================================================================================ Gross premium volume increased 7% to $110.9 million for the second quarter and 5% to $208.3 million for the six month period in 1996 from $103.5 million and $198.5 million, respectively, for the same periods in 1995. Premiums from new programs provided the majority of the growth for the quarter and six month period in 1996. Premiums from professional/products liability insurance were $32.1 million for the second quarter and $63.3 million for the six month period compared to $34.9 million and $67.2 million, respectively, for the same periods last year. Growth in the medical malpractice and directors' and officers' product lines was more than offset by lower production from other lines, including specified medical professions and the special risk programs due to changes in risk selection. Excess and surplus lines second quarter gross premium volume grew 18% to $29.9 million from $25.4 million a year earlier. For the six month period, excess and surplus lines gross premium volume rose 14% to $58.9 million from $51.7 million in 1995. Production from the special property insurance program continued to show significant growth. A new excess and umbrella program also contributed to 1996 growth. 8 Gross premiums from specialty program insurance premiums were $24.9 million for the second quarter and $45.7 million for the six month period compared to $26.9 million and $50.5 million for the quarter and six month periods in 1995. Increased competition in the youth and recreation and agribusiness programs contributed to the decrease. Specialty personal and commercial lines premiums rose sharply to $20.5 million for the second quarter and $34.1 million for the six month period from $10.2 million and $18.4 million, respectively, during the same periods a year ago. Several recently added programs, including property coverage for mobile homes and low value dwellings, liability coverage for commercial autos and physical damage coverage for personal autos, showed continued strong growth, contributing $10.0 million and $21.0 million to quarterly and six month 1996 production. Other gross premiums totaled $3.5 million for the second quarter and $6.3 million for the six month period compared to $6.1 million and $10.7 million, respectively, for the same periods in 1995. Other gross premium volume included production from the Company's wholesale brokerage operations and run-off business related to Lincoln Insurance Company, a company acquired in May 1995. 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 74% in the second quarter and six month period from 73% for the same periods a year earlier. The increase reflects higher retentions for the specialty program insurance lines. Following is a comparison of earned premiums by significant underwriting area: Earned Premiums Quarter Ended June 30, Six Months Ended June 30, - ------------------------------------------------------------------------------------------------------------------ 1996 1995 (amounts in thousands) 1996 1995 - ------------------------------------------------------------------------------------------------------------------ $26,455 $ 28,383 Professional/Products Liability $ 58,014 $ 55,730 17,075 17,080 Excess & Surplus Lines 35,214 33,737 15,663 15,210 Specialty Program Insurance 32,099 31,447 11,581 5,548 Specialty Personal and Commercial Lines 20,300 10,632 619 2,228 Other 2,563 2,687 - ------------------------------------------------------------------------------------------------------------------ $ 71,393 $ 68,449 Total $148,190 $ 134,233 ================================================================================================================== Total operating revenues for the second quarter increased to $83.7 million from $82.6 million in 1995. For the six month period, operating revenues rose 11% to $176.7 million from $159.1 million a year ago. Earned premiums advanced to $71.4 million for the quarter and $148.2 million for the six month period from $68.4 million and $134.2 million, respectively, for the same periods in 1995. Higher gross premium volume attributed to new products and increasing retentions in our core products prompted the 4% quarterly and 10% year-to-date earned premium increases. Although the property and casualty market remains competitive, the Company will not sacrifice long term underwriting profits for premium growth. 9 Second quarter net investment income rose 17% to $11.9 million from $10.1 million a year ago. For the six month period, net investment income increased 31% to $24.1 million from $18.5 million in 1995. The increases were primarily the result of the Company's larger investment portfolio over the past year. The Company's invested assets were $908.9 million at June 30, 1996 compared to $797.5 million at June 30, 1995. The Company reported realized investment losses of $0.5 million for the second quarter and realized investment gains $2.5 million for six months compared to realized investment gains of $3.1 million and $4.6 million, respectively, for the same periods last year. Variability in the timing of realized investment gains is to be expected and often results from interest rate volatility which affects the market values of fixed maturity and equity investments. Total operating expenses for the second quarter were $71.5 million compared to $69.1 million in 1995. Total operating expenses for the six month period were $151.9 million compared to $134.8 million a year ago. The 4% and 13% quarterly and year-to-date increases, respectively, resulted primarily from higher variable expenses associated with higher earned premiums. Following is a comparison of selected data from the Company's operations (in thousands): Quarter Ended June 30, Six Months Ended June 30, - ---------------------------------------------------------------------------------------------------------------- 1996 1995 (amounts in thousands) 1996 1995 - ---------------------------------------------------------------------------------------------------------------- $110,938 $ 103,453 Gross premium volume $208,283 $ 198,540 $ 81,811 $ 75,772 Net premiums written $154,725 $ 145,551 74% 73% Net retention 74% 73% $ 71,393 $ 68,449 Earned premiums $148,190 $ 134,233 $ 46,327 $ 46,011 Losses and loss adjustment expenses $100,879 $ 88,034 Underwriting, acquisition, and $ 24,089 $ 22,074 insurance expenses $ 48,819 $ 44,679 GAAP ratios 65% 67% Loss ratio 68% 66% 34% 32% Expense ratio 33% 33% - ---------------------------------------------------------------------------------------------------------------- 99% 99% Combined ratio 101% 99% ================================================================================================================= The second quarter combined loss and expense ratio was flat at 99% compared to last year. For the six month period, the combined ratio increased to 101% from 99% in 1995. The quarterly loss ratio fell to 65% from 67% in 1995, while the six month loss ratio increased to 68% from 66% a year ago. The second quarter 1996 decrease resulted from favorable development in various lines of business. The increase in the loss ratio for the six month period was due to reserve increases in the medical malpractice book of business and winter storm losses from the first quarter of 1996. The expense ratio for the second quarter was 34% compared to 32% in 1995. The increase is attributable to higher acquisition costs and start-up costs in several new programs which were partially offset by the recognition of contingent profit commissions. The expense ratio for the six month period was flat at 33% when compared to 1995. 10 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. 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 second quarter of 1996, income from core underwriting and investing operations increased 28% to $11.3 million from $8.8 million in 1995. Increased investment income and underwriting profits fueled the growth. For the six month period, income from core operations grew 16% to $19.5 million from $16.8 million last year, primarily as a result of increased investment income. The Company's effective tax rate for the second quarter and six month period was (158%) and (64%) of income before income taxes, respectively, compared to 26% of income before income taxes for the same periods last year. In the second quarter of 1996, the Company recognized a nonrecurring benefit of $18.4 million related to the realization of tax benefits attributable to certain differences between financial reporting and tax bases of assets acquired in a prior period. This benefit was recognized when management determined that estimated tax liabilities were less than amounts previously accrued. Second quarter 1996 net income rose to $26.1 million from $8.4 million in 1995. For the six month period, net income advanced to $33.9 million from $14.9 million last year. The increase was primarily the result of the $18.4 million nonrecurring benefit and higher net investment income, partially offset by lower realized gains. Financial Condition as of June 30, 1996 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. The Company's short-term investments provide liquidity for projected claims, reinsurance costs and operating expenses. For the six month period ended June 30, 1996, the Company reported net cash provided by operating activities of $35.0 million, compared to net cash provided by operating activities of $88.3 million for the same period in 1995. Operating cash flows reflected reinsurer commutations and other settlements of $1.0 million in 1996 compared to $45.0 million in 1995. The Company does not expect commutations to be a significant source of operating cash flow in 1996 or future years. For the six month period ended June 30, 1996, the Company reported net cash used by investing activities of $25.9 million compared to $102.8 million in 1995. The difference is primarily attributable to lower reinsurer commutation activity and other settlements in 1996. The Company's invested assets were $908.9 million at June 30, 1996 compared to $908.6 million at December 31, 1995. The unrealized appreciation of the Company's investment portfolio decreased $23.2 million since December 31, 1995. As of June 30, 1996, the cost of the Company's fixed maturity investments exceeded the estimated fair value by $5.5 million, while the estimated fair value of its equity investments exceeded cost by $34.6 million. 11 At June 30, 1996, the Company's fixed maturity and equity investments comprised approximately 76% and 18% of total investments, respectively. The Company expects variability in its realized and unrealized investment gains due to interest rate volatility as well as other economic conditions. As of June 30, 1996 the unused balances available under the Company's revolving credit facility totaled $40.0 million compared to $33.0 million at December 31, 1995. The Company repaid $7.0 million of the revolving credit facility in the second quarter of 1996. Shareholders' equity at June 30, 1996 was $232.3 million compared to $213.4 million at December 31, 1995. Book value per share rose to $42.78 at June 30, 1996 from $39.37 at December 31, 1995. During the six month period, net unrealized investment gains, net of income taxes, decreased by $15.1 million. Other Items On May 16, 1996, the Company and Investors Insurance Group (IIG) jointly announced that they had executed a definitive agreement for the acquisition of Investors Insurance Holding Corporation and its subsidiaries for approximately $38 million. IIG, a specialty property and casualty insurer, had total assets of approximately $222 million and an investment portfolio of $139 million at December 31, 1995. The Company is currently seeking regulatory approval of the transaction and expects to complete the acquisition by the end of the third quarter of 1996. The Company expects to finance the transaction with cash on hand and bank financing. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. The Corporation's Annual Meeting was held on May 7, 1996, in Richmond, Virginia. At the Annual Meeting, shareholders elected directors for the ensuing year and ratified the selection by the Board of Directors of KPMG Peat Marwick LLP as the Company's independent auditors for the year ending December 31, 1996. The results of the meeting were as follows: Election of Directors For Withheld - --------------------- --- -------- Alan I. Kirshner 4,385,855 43,455 Anthony F. Markel 4,385,855 43,455 Steven A. Markel 4,385,855 43,455 Darrell D. Martin 4,385,855 43,455 Leslie A. Grandis 4,385,855 43,455 Stewart M. Kasen 4,385,255 44,055 Gary L. Markel 4,385,855 43,455 V. Prem Watsa 4,385,855 43,455 12 Ratification of Selection of Auditors: Abstentions and Brokers For Against Non-Votes --- ------- --------- 4,422,494 2,167 4,648 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 June 30, 1996. 13 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 30th day of July, 1996. 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) 14 Exhibit Index Number Description 10 Agreement and Plan of Merger among Markel Corporation, IIG Acquisition Corp., Investors Insurance Holding Corp. and certain shareholders of Investors Insurance Holding Corp. * 27 Financial Data Schedule * * Filed electronically with the Commission's operational EDGAR system. 15