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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED SEPTEMBER 30, 2000
COMMISSION FILE NUMBER 1-9371
ALLEGHANY CORPORATION
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EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
DELAWARE
--------
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
51-0283071
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INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER
375 PARK AVENUE, NEW YORK, NEW YORK 10152
-----------------------------------------
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE
212 / 752-1356
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
NOT APPLICABLE
--------------
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 FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE
YES X NO
----- ---
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASS OF
COMMON STOCK, AS OF THE CLOSE OF THE PERIOD COVERED BY THIS REPORT:
7,234,852
---------
(AS OF SEPTEMBER 30, 2000)
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ITEM 1. FINANCIAL STATEMENTS
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999
(dollars in thousands, except share and per share amounts)
(unaudited)
2000 1999
--------------------------
REVENUES
Net property and casualty premiums earned $70,949 $185,743
Interest, dividend and other income 53,744 55,090
Net mineral and filtration sales 54,199 53,300
Net (loss) gain on investment transactions (268) 70,609
--------------------------
Total revenues 178,624 364,742
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COSTS AND EXPENSES
Commissions and brokerage expenses 17,632 47,183
Salaries, administrative and other operating expenses 52,150 48,570
Property and casualty losses and loss adjustment expenses 47,551 142,413
Cost of mineral and filtration sales 37,415 35,619
Interest expense 5,765 8,074
Corporate administration 5,173 3,320
--------------------------
Total costs and expenses 165,686 285,179
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Earnings from continuing operations, before income taxes 12,938 79,563
Income tax expense 4,655 31,043
--------------------------
Earnings from continuing operations 8,283 48,520
DISCONTINUED OPERATIONS
Earnings from discontinued operations, net of tax 8,321 8,149
--------------------------
Net earnings $16,604 $56,669
==========================
BASIC EARNINGS PER SHARE OF COMMON STOCK **
Continuing operations $1.14 $6.49
Discontinued operations 1.15 1.09
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Basic net earnings per share $2.29 $7.58
==========================
DILUTED EARNINGS PER SHARE OF COMMON STOCK **
Continuing operations $1.13 $6.36
Discontinued operations 1.14 1.07
--------------------------
Diluted net earnings per share $2.27 $7.43
==========================
Dividends per share of common stock * *
==========================
Average number of outstanding shares of common stock ** 7,258,118 7,467,714
==========================
* In March 2000, Alleghany declared a dividend consisting of one share of
Alleghany common stock for every fifty shares outstanding.
** Adjusted to reflect the common stock dividend declared in March 2000.
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ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999
(dollars in thousands, except share and per share amounts)
(unaudited)
2000 1999
-----------------------------
REVENUES
Net property and casualty premiums earned $289,313 $516,116
Interest, dividend and other income 169,532 144,246
Net mineral and filtration sales 154,395 155,606
Net gain on investment transactions 158,742 83,082
-----------------------------
Total revenues 771,982 899,050
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COSTS AND EXPENSES
Commissions and brokerage expenses 88,468 124,379
Salaries, administrative and other operating expenses 209,138 142,603
Property and casualty losses and loss adjustment expenses 276,736 379,065
Cost of mineral and filtration sales 107,714 104,065
Interest expense 19,039 24,865
Corporate administration 16,010 12,266
-----------------------------
Total costs and expenses 717,105 787,243
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Earnings from continuing operations, before income taxes 54,877 111,807
Income tax (benefit) expense (22,699) 42,906
-----------------------------
Earnings from continuing operations 77,576 68,901
DISCONTINUED OPERATIONS
Earnings from discontinued operations, net of tax 25,004 24,609
-----------------------------
Net earnings $102,580 $93,510
=============================
BASIC EARNINGS PER SHARE OF COMMON STOCK **
Continuing operations $10.53 $9.21
Discontinued operations 3.40 3.28
-----------------------------
Basic net earnings per share $13.93 $12.49
=============================
DILUTED EARNINGS PER SHARE OF COMMON STOCK **
Continuing operations $10.44 $9.06
Discontinued operations 3.36 3.23
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Diluted net earnings per share $13.80 $12.29
=============================
Dividends per share of common stock * *
=============================
Average number of outstanding shares of common stock ** 7,362,148 7,485,109
=============================
* In March 2000, Alleghany declared a dividend consisting of one share of
Alleghany common stock for every fifty shares outstanding.
Adjusted to reflect the common stock dividend declared in March 2000.
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ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(dollars in thousands, except share and per share amounts)
(Unaudited)
September 30, December 31,
2000 1999
------------------------------
ASSETS
Available for sale securities:
Fixed maturities:
U.S. Government, government agency 9/30/2000 12/31/1999
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and municipal obligations ( amortized cost $3,505 $693,287 ) $3,457 $682,043
Short-term investments ( amortized cost $525,124 $245,156 ) 525,124 245,156
Bonds, notes and other ( amortized cost $7,987 $496,872 ) 7,980 484,127
Equity securities ( cost $236,410 $240,623 ) 427,794 470,104
------------------------------
964,355 1,881,430
Cash 1,062 25,001
Premium trust funds 238,928 170,508
Notes receivable 92,156 91,536
Funds held, accounts and other receivables 353,820 506,873
Property and equipment at cost, less accumulated depreciation and amortization 166,251 201,047
Reinsurance receivable 322,466 844,605
Other assets 530,919 660,187
Net assets of discontinued operations 41,705 42,599
------------------------------
$2,711,662 $4,423,786
==============================
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Property and casualty losses and loss adjustment expenses $606,616 $1,973,924
Unearned premiums 348,182 419,608
Other liabilities 349,908 458,435
Long-term debt of subsidiaries 243,995 407,950
Net deferred tax liability 12,045 55,972
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Total liabilities 1,560,746 3,315,889
Common stockholders' equity 1,150,916 1,107,897
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$2,711,662 $4,423,786
==============================
Shares of common stock outstanding * 7,234,852 7,458,955
==============================
Common stockholders' equity per share * $159.08 $148.53
==============================
* Adjusted to reflect the common stock dividend declared in March 2000.
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ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999
(dollars in thousands)
(unaudited)
2000 1999
-----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings from continuing operations $77,576 $68,901
Adjustments to reconcile net earnings to cash provided by (used in) operations:
Depreciation and amortization 14,802 14,286
Net gain on investment transactions (158,742) (83,082)
Other charges, net (5,067) 18,721
Decrease in funds held, accounts and other receivables (153,939) (91,921)
Increase in reinsurance receivable (167,081) (163,233)
Increase in property and casualty losses and loss adjustment expenses 257,816 289,753
Increase in unearned premium reserves 68,445 79,984
Increase in premium trust funds (75,220) (35,611)
Increase in other assets (71,298) (66,181)
Increase in other liabilities 252,924 61,518
-----------------------------------
Net adjustments (37,360) 24,234
-----------------------------------
Cash provided by operations 40,216 93,135
-----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (153,216) (266,243)
Maturities of investments 18,554 49,924
Sales of investments 42,521 306,313
Purchases of property and equipment (10,779) (14,954)
Net change in short-term investments (399,061) (144,539)
Other, net (37) (1,576)
Proceeds from sale of URG, net of cash disposed 463,900 0
-----------------------------------
Net cash used investing activities (38,118) (71,075)
-----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt (36,484) (72,300)
Proceeds of long-term debt 27,877 49,429
Treasury stock acquisitions (52,056) (21,609)
Net cash provided by discontinued operations 26,000 7,000
Other, net 8,626 6,387
-----------------------------------
Net cash used in financing activities (26,037) (31,093)
-----------------------------------
Net decrease in cash (23,939) (9,033)
Cash at beginning of period 25,001 25,779
-----------------------------------
Cash at end of period $1,062 $16,746
===================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $12,496 $20,156
Income taxes $20,786 $11,638
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Notes to the Consolidated Financial Statements
This report should be read in conjunction with the Annual Report on Form
10-K for the year ended December 31, 1999 (the "1999 Form 10-K") and the
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and June
30, 2000 of Alleghany Corporation (the "Company").
The information included in this report is unaudited but reflects all
adjustments which, in the opinion of management, are necessary to a fair
statement of the results of the interim periods covered thereby. All adjustments
are of a normal and recurring nature except as described herein.
The difference in the Company's tax rate from the expected statutory rate
is principally due to book/tax bases differences generated from the sale of
Underwriters Re Group, Inc., tax-exempt interest, goodwill amortization and
state taxes.
Certain prior year amounts have been reclassified to conform to the 2000
presentation.
Merger of Alleghany Asset Management
On October 18, 2000, the Company announced that it had signed a
definitive merger agreement pursuant to which Alleghany Asset Management, Inc.
will become a wholly owned subsidiary of ABN AMRO North America Holding Company.
In light of such merger, Alleghany Asset Management has been classified as a
discontinued operation.
Comprehensive Income
The Company's total comprehensive income (loss) for the three months and
nine months ended September 30, 2000 and 1999 was $61 thousand and $86,428
thousand, and $(38,978) thousand and $(82,402) thousand respectively.
Comprehensive income (loss) includes the Company's net earnings adjusted for
changes in unrealized appreciation (depreciation) of investments, which was
$(14,730) thousand and $(10,011) thousand, and $(96,722) thousand and $(170,289)
thousand, and cumulative translation adjustments, which was $(1,813) thousand
and $(6,141) thousand, and $1,075 thousand and $(5,623) thousand, for the three
months and nine months ended September 30, 2000 and 1999, respectively.
Segment Information
Information concerning the Company's operations by industry segment is
summarized below:
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For the three months ended
September 30, September 30,
2000 1999
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REVENUES
- --------
Property and casualty
insurance $ --- $161,300
Lloyd's property and
casualty insurance 74,763 56,697
Mining and filtration 53,756 53,413
Industrial fasteners 36,373 18,259
Corporate activities 13,732 75,073
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Total $178,624 $364,742
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EARNINGS (LOSS) FROM CONTINUING
- -------------------------------
OPERATIONS BEFORE TAXES
- -----------------------
Property and casualty
insurance $ --- $4,302
Lloyd's property and
casualty insurance (363) 1,997
Mining and filtration 6,249 5,380
Industrial fasteners 1,584 (772)
Corporate activities 5,468 68,656
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Total 12,938 79,563
Income taxes 4,655 31,043
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Earnings from continuing
operations 8,283 48,520
Earnings from discon-
tinued operations, net 8,321 8,149
----- -----
Net earnings $16,604 $56,669
======= =======
For the nine months ended
September 30, September 30,
2000 1999
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REVENUES
- --------
Property and casualty
insurance $125,989 $438,905
Lloyd's property and
casualty insurance 202,657 155,450
Mining and filtration 154,577 155,516
Industrial fasteners 99,349 56,463
Corporate activities 189,410 92,716
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Total $771,982 $899,050
======== ========
EARNINGS (LOSS) FROM CONTINUING
- -------------------------------
OPERATIONS BEFORE TAXES
- -----------------------
Property and casualty
insurance $(56,113) 20,498
Lloyd's property and
casualty insurance (56,372) 6,765
Mining and filtration (4,365) 16,736
Industrial fasteners 5,799 (2,764)
Corporate activities 165,928 70,572
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Total 54,877 111,807
Income taxes (22,699) 42,906
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Earnings from continuing
operations 77,576 68,901
Earnings from discon-
tinued operations, net 25,004 24,609
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Net earnings $102,580 $93,510
======== =======
September 30, December 31,
2000 1999
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IDENTIFIABLE ASSETS
- -------------------
Property and casualty
insurance $ -- 2,512,952
Lloyd's property and
casualty insurance 1,208,889 948,906
Mining and filtration 299,354 332,300
Industrial fasteners 107,044 53,926
Corporate activities 1,054,670 533,103
Net assets of discontinued operations
41,705 42,599
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Total $2,711,662 $4,423,786
========== ==========
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Contingencies
The Company's subsidiaries are parties to pending claims and litigation
in the ordinary course of their businesses. Each such operating unit makes
provisions on its books in accordance with generally accepted accounting
principles for estimated losses to be incurred as a result of such claims and
litigation, including related legal costs. In the opinion of management, such
provisions are adequate as of September 30, 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
The Company reported net earnings of $16.6 million on revenues of $178.6
million during the third quarter of 2000, compared with net earnings of $56.7
million on revenues of $364.7 million during the third quarter of 1999. Net
earnings were $102.6 million on revenues of $772.0 million during the first nine
months of 2000 compared with net earnings of $93.5 million on revenues of $899.0
million during the first nine months of 1999.
Net earnings in the third quarter of 2000 include an after-tax
contribution of $8.3 million from Alleghany Asset Management, Inc. ("Alleghany
Asset Management") compared with an after-tax contribution of $8.2 million in
the third quarter of 1999, and an after-tax contribution of $25.0 million in the
first nine months of 2000 compared with an after-tax contribution of $24.6
million in the first nine months of 1999. The results of Alleghany Asset
Management reflect an increase in assets under management, offset by increased
expenses, including expenses relating to the expansion of its business. On
October 18, 2000, the Company announced that it had signed a definitive merger
agreement pursuant to which Alleghany Asset Management will become a wholly
owned subsidiary of ABN AMRO North America Holding Company ("ABN AMRO"). In
light of such merger, Alleghany Asset Management has been classified as a
discontinued operation.
Under the terms of the proposed transaction, the Company will receive
$825 million in cash, subject to adjustment based upon assets under management
at Montag & Caldwell, Inc., a subsidiary of Alleghany Asset Management, and the
stockholder's equity of Alleghany Asset Management at the closing date.
The transaction, which has been approved by Boards of Directors of the
Company and ABN AMRO, is subject to a number of customary terms and conditions,
including certain regulatory approvals and the approvals of new advisory and
sub-advisory agreements by the various funds and other clients advised by
certain of the investment advisory subsidiaries of Alleghany Asset Management.
It is expected that a closing will occur in the first quarter of 2001. The
Company expects to report an after-tax gain on the sale of about $475.5 million,
or $65 per share of the Company's common stock, excluding certain expenses
relating to the closing of the sale.
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The results of the 2000 third quarter compare unfavorably with those of
the 1999 third quarter; the 1999 third quarter results include (i) net gains on
investment transactions before taxes of $70.6 million (compared with a loss of
$268 thousand in the 2000 third quarter) resulting principally from the sale by
the Company in the 1999 period of a portion of its holdings in Burlington
Northern Santa Fe Corporation, and (ii) the results of operations for the
quarter of Underwriters Re Group, Inc. ("Underwriters Re Group"), which was sold
by the Company on May 10, 2000.
As previously reported, the Company's results in the first nine months of
2000 reflect several non-recurring items, including (i) a $143.8 million
after-tax gain on the sale of Underwriters Re Group, (ii) a $44.6 million
pre-tax loss on the operations of Underwriters Re Group (excluding Alleghany
Underwriting Holdings Ltd ("Alleghany Underwriting")) through the close of the
sale, principally due to costs relating to the sale, (iii) a $44.0 million
pre-tax charge for the strengthening of loss reserves, primarily for past years,
at Alleghany Underwriting, and (iv) $20.2 million pre-tax charges at World
Minerals Inc. ("World Minerals") for the write-off of certain joint venture
investments and assets no longer used in production, and expenses relating to
changes in World Minerals' senior management.
World Minerals recorded pre-tax earnings of $6.2 million on revenues of
$53.8 million in the third quarter of 2000, compared with pre-tax earnings of
$5.4 million on revenues of $53.4 million in the third quarter of 1999, and a
pre-tax loss of $4.4 million in the first nine months of 2000 on revenues of
$154.6 million, compared with pre-tax earnings of $16.7 million on revenues of
$155.5 million in the first nine months of 1999. The results of the first nine
months of 2000 reflect primarily non-recurring charges in the amount of $20.2
million pre-tax for the write-off of certain investments and assets no longer
used in production, including $11.2 million pre-tax in respect of certain of
World Minerals' interests in its Chinese joint ventures, and expenses relating
to changes in World Minerals' senior management. Excluding the non-recurring
charges, World Minerals would have contributed pre-tax earnings of $15.8 million
in the first nine months of 2000, reflecting continued high energy costs, the
weak Euro relative to the U.S. dollar affecting results in Europe and a decrease
in volume shipped due to various continued competitive pressures.
Alleghany Underwriting recorded a pre-tax loss of $400 thousand on
revenues of $74.8 million in the third quarter of 2000 compared with pre-tax
earnings of $2.0 million on revenues of $56.7 million in the third quarter of
1999, and a pre-tax loss of $56.4 million on revenues of $202.7 million in the
first nine months of 2000, compared with pre-tax earnings of $6.8 million on
revenues of $155.5 million in the first nine months of 1999. The third quarter
2000 results reflect continued difficult market conditions and foreign exchange
translation losses relating to the settlement of losses. The loss recorded in
the first nine months of 2000 reflects the strengthening by Alleghany
Underwriting of its loss reserves in the amount of $44.0 million pre-tax for the
1998, 1999 and 2000 years of account following the completion of a reserve
study.
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Heads & Threads International LLC ("Heads & Threads") contributed pre-tax
earnings of $1.6 million on revenues of $36.4 million in the 2000 third quarter,
compared with a pre-tax loss of $800 thousand on revenues of $18.3 million in
the 1999 third quarter, and pre-tax earnings of $5.8 million on revenues of
$99.3 million in the first nine months of 2000, compared with a pre-tax loss of
$2.8 million on revenues of $56.5 million in the first nine months of 1999. The
results of Heads & Threads largely reflect its recent acquisition of Reynolds
Fasteners, Inc., which resulted in increased sales without a commensurate
increase in operating costs.
As of September 30, 2000, the Company beneficially owned approximately
17.95 million shares, or 4.4 percent, of the outstanding common stock of
Burlington Northern Santa Fe Corporation, which had an aggregate market value on
that date of approximately $387.0 million, or $21.5625 per share, compared with
a market value on December 31, 1999 of $435.3 million, or $24.25 per share. The
aggregate cost of such shares is approximately $201.3 million, or $11.21 per
share.
The Company has previously announced that it may purchase shares of its
common stock in open market transactions from time to time. In the first nine
months of 2000, the Company purchased an aggregate of 304,656 shares of its
common stock for about $52.1 million, at an average cost of about $170.84 per
share. As of September 30, 2000, the Company had 7,234,852 shares of its common
stock outstanding.
The Company's common stockholders' equity per share at September 30, 2000
was $159.08 per share, a 7.1 percent increase from common stockholders' equity
per share of $148.53 as of December 31, 1999 (adjusted for the March 2000 stock
dividend).
The Company's results in the first nine months of 2000 are not indicative
of operating results in future periods. The Company and its subsidiaries have
adequate internally generated funds and unused credit facilities to provide for
the currently foreseeable needs of its and their businesses.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk is the risk of loss from adverse changes in market prices and
rates, such as interest rates, foreign currency exchange rates and commodity
prices. The primary market risk related to the Company's non-trading financial
instruments is the risk of loss associated with adverse changes in interest
rates.
The Company's 1999 Form 10-K provides a more detailed discussion of the
market risks affecting its operations. The Company's largest market risk is in
its fixed maturity portfolio which concentration has been significantly reduced
with the sale of
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Underwriters Re Group. The proceeds from the sale have been primarily reinvested
in short-term investments.
Forward-Looking Statements
The "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Quantitative and Qualitative Disclosures About
Market Risk" contain disclosures which are forward-looking statements.
Forward-looking statements include all statements that do not relate solely to
historical or current facts, and can be identified by the use of words such as
"may," "will," "expect," "project," "estimate," "anticipate," "plan" or
"continue." These forward-looking statements are based upon the Company's
current plans or expectations and are subject to a number of uncertainties and
risks that could significantly affect current plans and anticipated actions and
the Company's future financial condition and results. The uncertainties and
risks include, but are not limited to, those relating to conducting operations
in a competitive environment; acquisition activities; the complexity of
integrated computer systems; and general economic conditions. As a consequence,
current plans, anticipated actions and future financial condition and results
may differ from those expressed in any forward-looking statements made by or on
behalf of the Company.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit Number Description
-------------- -----------
10.1 Credit Agreement dated as of August 14,
2000, by and among Alleghany Underwriting
Ltd, Alleghany Underwriting Capital Ltd,
Talbot Underwriting Limited, and Alleghany
Underwriting Capital (Bermuda) Ltd, as
Borrowers and Account Parties; Alleghany
Corporation, as Guarantor; the Banks parties
thereto from time to time; Mellon Bank,
N.A., as Issuing Bank, as Administrative
Agent and as Arranger; National Westminster
Bank plc, as Syndication Agent and ING Bank,
N.V., as Managing Agent (the "Alleghany
Underwriting Credit Agreement").
10.2 List of Contents of Exhibits and Schedules
to the Alleghany Underwriting Credit
Agreement. The Company agrees to furnish
supplementally a copy of any omitted exhibit
or schedule to the Securities and Exchange
Commission upon request.
27 Financial Data Schedule
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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.
ALLEGHANY CORPORATION
----------------------------------
Registrant
Date: November 8, 2000 /s/ David B. Cuming
-------------------
David B. Cuming
Senior Vice President
(and principal financial officer)
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