UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May
2, 2013
Argo Group International Holdings, Ltd.
(Exact
name of registrant as specified in its charter)
Bermuda |
1-15259 |
98-0214719 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
110 Pitts Bay Road Pembroke HM 08 Bermuda |
P.O. Box HM 1282 Hamilton HM FX Bermuda |
|
(Address, Including Zip Code, of Principal Executive Offices) |
(Mailing Address) |
Registrant’s telephone number, including area code: (441) 296-5858
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On May 2, 2013, Argo Group International Holdings, Ltd. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2013. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits:
99.1 |
Press Release issued by Argo Group International Holdings, Ltd. dated May 2, 2013. |
SIGNATURE
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 hereunto duly authorized.
ARGO GROUP INTERNATIONAL HOLDINGS, LTD. |
|||
By: |
/s/ Jay S. Bullock |
||
Dated: May 2, 2013 |
Name: |
Jay S. Bullock |
|
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Argo Group Announces 2013 First Quarter Results
HAMILTON, Bermuda--(BUSINESS WIRE)--May 2, 2013--Argo Group International Holdings, Ltd. (NasdaqGS: AGII) today announced financial results for the three months ended March 31, 2013.
Argo Group CEO Mark E. Watson III said, "I'm pleased with our first quarter performance. We generated solid top-line growth in a modestly improving pricing environment, and generated an underwriting profit in each of our four business segments. I am optimistic about the outlook for the remainder of 2013."
HIGHLIGHTS FOR THE FIRST QUARTER ENDED MARCH 31, 2013:
1 – Results exclude net realized investment gains/losses and foreign currency exchange gains/losses.
FINANCIAL RESULTS
For the three months ended March 31, 2013, Argo Group reported net income of $32.7 million or $1.28 per diluted share and net operating income after tax of $20.0 million or $0.78 per diluted share. By comparison, the first quarter of 2012 produced net income of $19.6 million or $0.74 per diluted share and net operating income after tax of $14.3 million or $0.54 per diluted share. (See the complete reconciliation between net income/loss and operating income/loss in the following tables.)
Gross written premiums for the three months ended March 31, 2013 and 2012, were $438.2 million and $396.3 million, respectively. Total revenue for the three months ended March 31, 2013 and 2012, was $341.6 million and $323.1 million, respectively. Earned premiums for the three months ended March 31, 2013 and 2012, were $304.2 million and $277.3 million, respectively.
Argo Group's combined ratios for the three months ended March 31, 2013 and 2012, were 99.4% and 103.4%, respectively. Catastrophe losses, net of reinsurance and estimated reinstatement premiums, were $1.9 million in the first quarter 2013 compared to $4.0 million in the same period in 2012. Favorable prior year loss development was $4.5 million compared to $3.3 million for the three months ended March 31, 2012. Included in underwriting expenses was a non-cash equity-based compensation charge of $6.5 million, compared to $1.0 million in the first quarter of 2012, reflecting the increase in the Company’s stock price during the quarter.
Net investment income for the three months ended March 31, 2013 and 2012, was $27.9 million and $31.4 million, respectively. For the three months ended March 31, 2013, the Company reported a net realized investment gain of $9.5 million versus $13.1 million for the same period in 2012.
At March 31, 2013, the investment portfolio totaled $4.1 billion with a net pre-tax unrealized gain of approximately $328.5 million.
CONFERENCE CALL
Argo Group management will conduct an investor conference call starting at 10:30 a.m. EDT (11:30 a.m. ADT) tomorrow, May 3, 2013.
A live webcast of the conference call can be accessed by visiting Argo Group’s Investor Relations Website at http://www.argolimited.com/pages/investors/events-and-webcasts. Participants inside the U.S. and Canada can access the call by phone by dialing (888) 895-5271 (pass code: 34754739). Callers dialing from outside the U.S. and Canada can access the call by dialing (847) 619-6547 (pass code: 34754739).
A webcast replay will be available shortly after the conference call and can be accessed at http://www.argolimited.com/pages/investors/events-and-webcasts. In addition, a telephone replay of the call will be available through May 10, 2013, to callers from inside the U.S. and Canada by dialing (888) 843-7419 (pass code: 3475 4739#). Callers dialing from outside the U.S. and Canada can access the telephone replay by dialing (630) 652-3042 (pass code: 3475 4739#).
ABOUT ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
Argo Group International Holdings, Ltd. (NasdaqGS: AGII) is an international underwriter of specialty insurance and reinsurance products in the property and casualty market. Argo Group offers a full line of products and services designed to meet the unique coverage and claims handling needs of businesses in four primary segments: Excess & Surplus Lines, Commercial Specialty, International Specialty and Syndicate 1200. Argo Group's insurance subsidiaries are A. M. Best-rated 'A' (Excellent) (third highest rating out of 16 rating classifications) with a stable outlook, and Argo's U.S. insurance subsidiaries are Standard and Poor's-rated 'A-' (Strong) with a stable outlook. More information on Argo Group and its subsidiaries is available at www.argolimited.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally and also may differ materially from actual future experience involving any one or more of such statements. For a more detailed discussion of such risks and uncertainties, see Argo Group's filings with the SEC. The inclusion of a forward-looking statement herein should not be regarded as a representation by Argo Group that Argo Group's objectives will be achieved. Argo Group undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
ARGO GROUP INTERNATIONAL HOLDINGS, LTD. |
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CONSOLIDATED BALANCE SHEETS | ||||||||
(in millions, except per share amounts) | ||||||||
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Total investments | $ | 4,133.2 | $ | 4,200.7 | ||||
Cash and cash equivalents | 91.2 | 95.8 | ||||||
Accrued investment income | 26.9 | 30.3 | ||||||
Receivables | 1,606.4 | 1,681.9 | ||||||
Goodwill and intangible assets | 243.8 | 245.3 | ||||||
Deferred acquisition costs | 100.6 | 99.4 | ||||||
Ceded unearned premiums | 230.9 | 193.6 | ||||||
Other assets | 169.5 | 141.9 | ||||||
Total assets | $ | 6,602.5 | $ | 6,688.9 | ||||
Liabilities and Shareholders' Equity | ||||||||
Reserves for losses and loss adjustment expenses | $ | 3,205.0 | $ | 3,223.5 | ||||
Unearned premiums | 737.3 | 730.2 | ||||||
Ceded reinsurance payable | 475.4 | 612.1 | ||||||
Senior unsecured fixed rate notes | 143.8 | 143.8 | ||||||
Other indebtedness | 64.4 | 63.8 | ||||||
Junior subordinated debentures | 193.3 | 193.3 | ||||||
Other liabilities | 236.7 | 208.1 | ||||||
Total liabilities | 5,055.9 | 5,174.8 | ||||||
Total shareholders' equity | 1,546.6 | 1,514.1 | ||||||
Total liabilities and shareholders' equity | $ | 6,602.5 | $ | 6,688.9 | ||||
Book value per common share | $ | 62.67 | $ | 60.75 |
ARGO GROUP INTERNATIONAL HOLDINGS, LTD. | |||||||||
FINANCIAL HIGHLIGHTS | |||||||||
ALL SEGMENTS | |||||||||
(in millions, except per share amounts) | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2013 | 2012 | ||||||||
(unaudited) | |||||||||
Gross Written Premiums | $ | 438.2 | $ | 396.3 | |||||
Net Written Premiums | 279.0 | 241.2 | |||||||
Earned Premiums | 304.2 | 277.3 | |||||||
Net Investment Income | 27.9 | 31.4 | |||||||
Net Realized Investment Gains | 9.5 | 13.1 | |||||||
Fee Income, net | 0.0 | 1.3 | |||||||
Total Revenue | 341.6 | 323.1 | |||||||
Losses and Loss Adjustment Expenses | 170.5 | 165.8 | |||||||
Other Reinsurance-Related Expenses | 5.1 | 6.9 | |||||||
Underwriting, Acquisition and Insurance Expenses | 126.7 | 113.7 | |||||||
Interest Expense | 4.9 | 5.7 | |||||||
Foreign Currency Exchange (Gain) Loss | (3.1 | ) | 2.9 | ||||||
Total Expenses | 304.1 | 295.0 | |||||||
Income Before Taxes | 37.5 | 28.1 | |||||||
Income Tax Provision | 4.8 | 8.5 | |||||||
Net Income | $ | 32.7 | $ | 19.6 | |||||
Net Income per Common Share (Basic) | $ | 1.32 | $ | 0.75 | |||||
Net Income per Common Share (Diluted) | $ | 1.28 | $ | 0.74 | |||||
Weighted Average Common Shares: | |||||||||
Basic | 24.8 | 26.2 | |||||||
Diluted | 25.6 | 26.5 |
ARGO GROUP INTERNATIONAL HOLDINGS, LTD. | ||||||||||
SEGMENT DATA | ||||||||||
(in millions) | ||||||||||
Three Months Ended | ||||||||||
March 31, | ||||||||||
2013 | 2012 | |||||||||
(unaudited) | ||||||||||
Excess & Surplus Lines |
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Gross Written Premiums | $ | 127.6 | $ | 107.3 | ||||||
Net Written Premiums | 100.8 | 88.9 | ||||||||
Earned Premiums | 105.1 | 96.2 | ||||||||
Underwriting Income | $ | 4.6 | $ | 8.2 | ||||||
Net Investment Income | 10.9 | 13.0 | ||||||||
Interest Expense | (1.6 | ) | (2.3 | ) | ||||||
Operating Income Before Taxes | $ | 13.9 | $ | 18.9 | ||||||
Loss Ratio | 56.5 | 54.2 | ||||||||
Expense Ratio | 39.1 | 37.3 | ||||||||
GAAP Combined Ratio | 95.6 | % | 91.5 | % | ||||||
Commercial Specialty |
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Gross Written Premiums | $ | 106.1 | $ | 107.7 | ||||||
Net Written Premiums | 71.7 | 78.7 | ||||||||
Earned Premiums | 75.2 | 82.0 | ||||||||
Underwriting Income (Loss) | $ | 1.0 | $ | (6.0 | ) | |||||
Net Investment Income | 5.9 | 6.9 | ||||||||
Interest Expense | (0.9 | ) | (1.4 | ) | ||||||
Fee Income (Expense), net | (0.3 | ) | 0.2 | |||||||
Operating (Loss) Income Before Taxes | $ | 5.7 | $ | (0.3 | ) | |||||
Loss Ratio | 63.4 | 72.4 | ||||||||
Expense Ratio | 35.2 | 35.0 | ||||||||
GAAP Combined Ratio | 98.6 | % | 107.4 | % | ||||||
International Specialty |
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Gross Written Premiums | $ | 78.2 | $ | 57.6 | ||||||
Net Written Premiums | 32.2 | 28.9 | ||||||||
Earned Premiums | 32.7 | 28.0 | ||||||||
Underwriting Income | $ | 3.3 | $ | 2.7 | ||||||
Net Investment Income | 2.3 | 4.1 | ||||||||
Interest Expense | (0.8 | ) | (1.0 | ) | ||||||
Operating Income Before Taxes | $ | 4.8 | $ | 5.8 | ||||||
Loss Ratio | 50.1 | 51.4 | ||||||||
Expense Ratio | 39.5 | 38.2 | ||||||||
GAAP Combined Ratio | 89.6 | % | 89.6 | % | ||||||
Syndicate 1200 |
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Gross Written Premiums | $ | 126.1 | $ | 123.1 | ||||||
Net Written Premiums | 74.1 | 44.1 | ||||||||
Earned Premiums | 90.9 | 71.1 | ||||||||
Underwriting Income (Loss) | $ | 6.0 | $ | (2.4 | ) | |||||
Net Investment Income | 2.8 | 3.9 | ||||||||
Interest Expense | (0.7 | ) | (0.9 | ) | ||||||
Fee Income, net | 0.3 | 1.1 | ||||||||
Operating Income Before Taxes | $ | 8.4 | $ | 1.7 | ||||||
Loss Ratio | 53.5 | 56.5 | ||||||||
Expense Ratio | 39.8 | 46.9 | ||||||||
GAAP Combined Ratio | 93.3 | % | 103.4 | % | ||||||
Run-off |
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Operating (Loss) Income Before Taxes | $ | (0.5 | ) | $ | (0.4 | ) |
ARGO GROUP INTERNATIONAL HOLDINGS, LTD. | ||||||||||
(in millions) | ||||||||||
Prior Year Development | Three Months Ended | |||||||||
(Favorable)/Adverse | March 31, | |||||||||
2013 | 2012 | |||||||||
(unaudited) | ||||||||||
E&S | $ | (5.2 | ) | $ | (9.3 | ) | ||||
Commercial Specialty | 1.1 | 4.6 | ||||||||
Int'l Specialty | 0.9 | (0.2 | ) | |||||||
Syndicate 1200 | (2.2 | ) | (0.4 | ) | ||||||
Runoff | 0.9 | 2.0 | ||||||||
Combined | (4.5 | ) | (3.3 | ) | ||||||
Catastrophe Losses (1) | Three Months Ended | |||||||||
March 31, | ||||||||||
2013 | 2012 | |||||||||
(unaudited) | ||||||||||
E&S | $ | 0.8 | $ | 0.1 | ||||||
Commercial Specialty | 1.1 | 2.3 | ||||||||
Int'l Specialty | 0.0 | 1.6 | ||||||||
Syndicate 1200 | 0.0 | 0.0 | ||||||||
Combined | 1.9 | 4.0 | ||||||||
(1) net of reinstatement premiums |
ARGO GROUP INTERNATIONAL HOLDINGS, LTD. | ||||||||||
RECONCILIATION OF OPERATING INCOME (LOSS) TO NET INCOME (LOSS) | ||||||||||
(in millions, except per share amounts) | ||||||||||
Three Months Ended | ||||||||||
March 31, | ||||||||||
2013 | 2012 | |||||||||
(unaudited) | ||||||||||
Income Before Taxes: | ||||||||||
From Operations | $ | 24.9 | $ | 17.9 | ||||||
Foreign Currency Exchange Gain (Loss) | 3.1 | (2.9 | ) | |||||||
Net Realized Investment Gains | 9.5 | 13.1 | ||||||||
Income Before Taxes | 37.5 | 28.1 | ||||||||
Income Tax Provision | 4.8 | 8.5 | ||||||||
Net Income | $ | 32.7 | $ | 19.6 | ||||||
Net Income per Common Share (Diluted) | $ | 1.28 | $ | 0.74 | ||||||
Operating Income (Loss) per Common Share (Diluted) | ||||||||||
At Assumed Tax Rate: | ||||||||||
Income (a) | 1.17 | 0.85 | ||||||||
Foreign Currency Exchange (Gain) Loss (a) | (0.09 | ) | 0.09 | |||||||
Net Realized Investment Gains (a) | (0.30 | ) | (0.40 | ) | ||||||
Operating Income per Common Share (Diluted) | 0.78 | 0.54 | ||||||||
(a) Per diluted share at assumed tax rate of 20%. |
CONTACT:
Argo Group International Holdings, Ltd.
Jay Bullock,
441-278-3727
Chief Financial Officer
or
George Luecke,
212-607-8802
Group Treasurer