-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CYvtc0gXnWCPRNscDry5AEQVzuKbZLlvpEmSlK7VCEcpAdmb+YFQMaAFrfSfao8A 3IPnqONk4OgR53CxnYVUxw== 0000899140-03-000565.txt : 20030725 0000899140-03-000565.hdr.sgml : 20030725 20030725124719 ACCESSION NUMBER: 0000899140-03-000565 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKLEY W R CORP CENTRAL INDEX KEY: 0000011544 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 221867895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15202 FILM NUMBER: 03802779 BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT ROAD STREET 2: . CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293000 MAIL ADDRESS: STREET 1: 475 STEAMBOAT ROAD STREET 2: . CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 w891355b.txt CURRENT REPORT ON FORM 8-K As filed with the Securities and Exchange Commission on July 25, 2003 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 23, 2003 W. R. BERKLEY CORPORATION ------------------------- (Exact name of registrant as specified in its charter) Delaware 0-7849 22-1867895 - --------------- ---------------- ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 475 Steamboat Road, Greenwich, CT 06830 ------------------------------------------ ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 629-3000 -------------- Not Applicable (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired: None. (b) Pro forma financial information: None. (c) Exhibits: 99.1 Press Release dated July 23, 2003 Item 9. Regulation FD Disclosure Reference is made to the press release of W. R. Berkley Corporation (the "Company") relating to the announcement of the Company's results of operations for the second quarter of 2003. The press release was issued on July 23, 2003. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In accordance with the procedural guidance in SEC Release No. 33-8216 (March 27, 2003), the information in this Form 8-K and the Exhibit attached hereto are being furnished pursuant to both "Item 9. Regulation FD Disclosure" and "Item 12. Results of Operations and Financial Condition." The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. 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 hereunto duly authorized. W. R. BERKLEY CORPORATION By /s/ Eugene G. Ballard --------------------------------- Name: Eugene G. Ballard Title:Senior Vice President, Chief Financial Officer and Treasurer Date: July 25, 2003 EXHIBIT INDEX Exhibit: - ------- 99.1 Press Release dated July 23, 2003 EX-99.1 4 w891355c.txt PRESS RELEASE EXHIBIT 99.1 - ------------------------------------------- W. R. Berkley Corporation NEWS 475 Steamboat Road RELEASE Greenwich, Connecticut 06830 (203) 629-3000 - ------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: Eugene G. Ballard Chief Financial Officer 203-629-3000 W. R. BERKLEY CORPORATION REPORTS 96% INCREASE IN SECOND QUARTER NET OPERATING INCOME TO $67.6 MILLION Greenwich, CT, July 23, 2003 -- W. R. Berkley Corporation (NYSE: BER) today reported second quarter net income of $95.8 million, or $1.65 per share, up from $27.4 million, or 52 cents per share, a year ago. Net operating income for the second quarter of 2003 was $67.6 million, or $1.16 per share, compared with $34.5 million, or 66 cents per share, for the second quarter of 2002. Net operating income is a non-GAAP financial measure defined by the Company as net income excluding gains and losses on investments, foreign currencies and discontinued business. Summary Financial Data (Amounts in thousands, except per share data)
Second Quarter Six Months -------------- ---------- 2003 2002 2003 2002 ---- ---- ---- ---- Gross premiums written $1,007,495 $ 729,003 $2,073,968 $1,505,211 Net premiums written 875,457 601,095 1,767,516 1,235,088 Net income 95,840 27,374 167,543 61,770 Net income per share (diluted) 1.65 0.52 2.90 1.18 Net operating income 67,553 34,467 130,389 65,672 Net operating income per share (diluted) $ 1.16 $ 0.66 $ 2.26 $ 1.26
W.R. Berkely Corporation Page 2 Second quarter highlights include: o Net operating return on equity was 20.2% annualized, or 5.1% for the quarter o Net premiums written were $875.5 million, an increase of 46% from the second quarter of 2002 o GAAP combined ratio improved by 5.0 percentage points to 91.6% from 96.6% in the prior year period o Cash flow from operations increased 121% to $320.6 million compared with $145.3 million in the year-earlier period o The paid loss ratio decreased to 37.0% from 56.5% in the prior year quarter o Realized investment gains were $43.7 million compared with realized losses of $8.4 million in the second quarter of 2002 Commenting on the Company's performance, William R. Berkley, chairman and chief executive officer, said: "We are very pleased with our second quarter results. The net operating return on equity exceeded 20% on an annualized basis. Net premiums written grew 46% over last year's second quarter due to price increases, which averaged over 25% on renewed business, and to growth in policy counts. "We continue to have the ability to raise prices. Given the low inflation environment, even modest price increases can significantly increase our return on equity. We do not foresee a return to the intense price competition of the late 1990's any time soon, given the current low interest rate environment and the challenges faced by many companies in the industry. "We have continued to shorten the duration of our investment portfolio and have accumulated more than a billion dollars of cash. As a consequence of this strategy, our investment income has been adversely impacted in the short run. We believe that our willingness to forgo the slightly higher yields available by extending the duration of our portfolio will be rewarded by better investment opportunities in the future. W.R. Berkely Corporation Page 3 "We have strengthened our capital position and are taking advantage of opportunities to expand our business with a continued focus on casualty lines. We remain confident in our prospects and expect that quarterly results will continue to improve," Mr. Berkley concluded. Founded in 1967, W. R. Berkley Corporation is an insurance holding company that operates in five segments of the property casualty insurance business: specialty insurance, alternative markets, reinsurance, regional property casualty insurance and international. This is a "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including statements related to our outlook for the industry and for our performance for the year 2003 and beyond, are based upon the Company's historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. They are subject to various risks and uncertainties, including but not limited to, the cyclical nature of the property casualty industry, the long-tail and potentially volatile nature of the reinsurance business, product demand and pricing, claims development and the process of estimating reserves, the uncertain nature of damage theories and loss amounts, the ultimate results of the various pending legal and arbitration proceedings, the increased level of our retention, natural and man-made catastrophic losses, including as a result of terrorist activities, the impact of competition, the availability of reinsurance, the ability of our reinsurers to pay reinsurance recoverables owed to us, investment results and potential impairment of invested assets, exchange rate and political risks, legislative and regulatory developments, changes in the ratings assigned to us by ratings agencies, our exposure for terrorist acts, the availability of dividends from our insurance company subsidiaries, our successful integration of acquired companies or investment in new insurance ventures, our ability to attract and retain qualified employees, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. These risks could cause actual results of the industry or our actual results for the year 2003 and beyond to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. # # # W.R. Berkely Corporation Page 4 Consolidated Financial Summary (Amounts in thousands, except per share data) Second Quarter Six Months -------------- ---------- 2003 2002 2003 2002 ---- ---- ---- ---- Revenues: Net premiums written $ 875,457 $ 601,095 $1,767,516 $1,235,088 Change in unearned premiums (68,989) (88,407) (260,922) (243,934) ----------- -------- ---------- ---------- Premiums earned 806,468 512,688 1,506,594 991,154 Net investment income 50,421 44,564 102,181 88,716 Service fees 25,910 20,924 51,379 41,117 Realized investment gains (losses) 43,673 (8,383) 58,277 (3,424) Foreign currency gains (losses) 44 (66) (1,194) (62) Other income 441 208 1,133 320 ----------- -------- ---------- ---------- Total revenues 926,957 569,935 1,718,370 1,117,821 ----------- -------- ---------- ---------- Expenses: Losses and loss expenses 514,157 336,515 958,043 647,116 Other operating expenses 258,160 184,883 489,013 360,326 Interest expense 13,273 11,330 25,368 22,465 ----------- -------- ---------- ---------- Total expenses 785,590 532,728 1,472,424 1,029,907 ----------- -------- ---------- ---------- Income before income taxes and minority interest 141,367 37,207 245,946 87,914 Income tax expense (44,230) (15,563) (77,216) (31,785) Minority interest (1,297) 5,730 (1,187) 5,641 ----------- -------- ---------- ---------- Net income $ 95,840 $ 27,374 $ 167,543 $ 61,770 ----------- -------- ---------- ---------- ----------- -------- ---------- ---------- Net income per share: Basic $ 1.73 $ 0.55 $ 3.03 $ 1.23 Diluted $ 1.65 $ 0.52 $ 2.90 $ 1.18 Average shares outstanding: Basic 55,343 50,125 55,296 50,020 Diluted 58,035 52,399 57,774 52,304 W.R. Berkely Corporation Page 5 Operating Results by Segment (Amounts in thousands, except ratios (1)) Second Quarter Six Months -------------- ---------- 2003 2002 2003 2002 ---- ---- ---- ---- Specialty Insurance (2): Gross premiums written $ 348,936 $ 252,995 $ 670,242 $ 470,931 Net premiums written 321,083 219,764 607,784 412,193 Premiums earned 271,333 174,053 512,960 324,475 Pre-tax income 54,756 35,496 103,297 55,875 Loss ratio 61.5% 58.9% 61.6% 62.3% Expense ratio 24.1% 27.8% 24.5% 28.0% GAAP combined ratio 85.6% 86.7% 86.1% 90.3% Alternative Markets: Gross premiums written $ 101,496 $ 47,867 $ 271,677 $ 146,040 Net premiums written 90,723 42,057 227,905 126,637 Premiums earned 106,282 51,487 189,256 96,824 Pre-tax income 22,415 13,749 44,364 27,981 Loss ratio 68.1% 68.1% 67.7% 67.5% Expense ratio 24.5% 30.0% 24.5% 29.4% GAAP combined ratio 92.6% 98.1% 92.2% 96.9% Reinsurance (2): Gross premiums written $ 243,362 $ 175,789 $ 505,754 $ 342,732 Net premiums written 207,077 135,410 421,876 264,699 Premiums earned 196,632 82,259 359,109 146,838 Pre-tax income 10,460 2,635 20,129 10,826 Loss ratio 71.3% 74.9% 71.6% 72.5% Expense ratio 29.8% 34.0% 30.1% 33.4% GAAP combined ratio 101.1% 108.9% 101.7% 105.9% Regional Insurance: Gross premiums written $ 293,971 $ 236,686 $ 589,829 $ 475,005 Net premiums written 238,225 192,655 475,979 376,358 Premiums earned 214,089 172,062 412,294 328,643 Pre-tax income 34,071 18,565 66,266 41,000 Loss ratio 58.2% 64.3% 58.1% 62.5% Expense ratio 31.0% 31.4% 31.2% 31.5% GAAP combined ratio 89.2% 95.7% 89.3% 94.0% International: Gross premiums written $ 19,730 $ 13,973 $ 36,466 $ 60,191 Net premiums written 18,349 11,706 33,972 52,256 Premiums earned 18,132 20,206 32,975 59,390 Pre-tax income (loss) 1,767 (800) 3,002 (534) Loss ratio 55.1% 56.0% 52.4% 58.7% Expense ratio 42.1% 49.5% 43.6% 44.4% GAAP combined ratio 97.2% 105.5% 96.0% 103.1% (Continued) W.R. Berkely Corporation Page 6 Operating Results by Segment (continued) (Amounts in thousands, except ratios (1)) Second Quarter Six Months 2003 2002 2003 2002 Total Continuing Segments: Gross premiums written $1,007,495 $ 727,310 $ 2,073,968 $ 1,494,899 Net premiums written 875,457 601,592 1,767,516 1,232,143 Premiums earned 806,468 500,067 1,506,594 956,170 Pre-tax income 123,469 69,645 237,058 135,148 Loss ratio 63.8% 64.2% 63.6% 64.2% Expense ratio 27.8% 31.1% 28.1% 31.2% GAAP combined ratio 91.6% 95.3% 91.7% 95.4% Discontinued Business: Gross premiums written $ - $ 1,693 $ - $ 10,312 Net premiums written - (497) - 2,945 Premiums earned - 12,621 - 34,984 Pre-tax loss - (4,600) - (4,654) Corporate & Eliminations: Realized investment and foreign currency gains (losses) $ 43,717 $ (8,449) $ $57,083 $ (3,486) Interest and other, net (25,819) (19,389) (48,195) (39,094) Pre-tax income (loss) 17,898 (27,838) 8,888 (42,580) Consolidated: Gross premiums written $1,007,495 $ 729,003 $ 2,073,968 $1,505,211 Net premiums written 875,457 601,095 1,767,516 1,235,088 Premiums earned 806,468 512,688 1,506,594 991,154 Pre-tax income 141,367 37,207 245,946 87,914 Loss ratio 63.8% 65.6% 63.6% 65.3% Expense ratio 27.8% 31.0% 28.1% 31.1% GAAP combined ratio 91.6% 96.6% 91.7% 96.4% (1) Underwriting ratios represent losses, loss expenses and underwriting expenses expressed as a percentage of premiums earned. Underwriting expenses do not include expenses related to insurance services or unallocated corporate expenses. (2) Segment operating results for the prior periods have been restated to reflect two changes in the accounting presentation. First, operating results for Vela Insurance Services, Inc., an excess and surplus lines underwriting manager, were transferred from the reinsurance segment to the specialty segment as a result of a change in management responsibility for this business. Second, in the fourth quarter of 2002, the Company modified the presentation of reinsurance assumed from Lloyd's syndicates to reflect the Company's share of the reinsurance and brokerage costs paid by the syndicates. Previously, these amounts were netted against assumed premiums. W.R. Berkely Corporation Page 7 Supplemental Information (Amounts in thousands, except per share data) Second Quarter Six Months 2003 2002 2003 2002 Components of net income: Underwriting income (1) $ 68,133 $ 17,431 $ 125,211 $ 36,072 Insurance services 4,999 3,534 10,651 6,984 Net investment income 50,421 44,564 102,181 88,716 Interest and other expenses (25,903) (19,873) (49,180) (40,372) Realized investment and foreign currency gains (losses) 43,717 (8,449) 57,083 (3,486) Income taxes and minority interest (45,527) (9,833) (78,403) (26,144) --------- --------- --------- -------- Net income $ 95,840 $ 27,374 $ 167,543 $ 61,770 --------- --------- --------- -------- --------- --------- --------- -------- Reconciliation of net income to net operating income: Net income 95,840 27,374 167,543 61,770 Realized investment and foreign currency gains (losses), after tax (28,287) 4,103 (37,154) 877 Discontinued business, after tax - 2,990 - 3,025 --------- --------- --------- -------- Net operating income (2) $ 67,553 $ 34,467 $ 130,389 $ 65,672 --------- --------- --------- -------- --------- --------- --------- -------- Net operating return on equity (2) 20.2% 14.8% 19.5% 14.1% Cash flow from operations before change in trading account $320,588 $ 145,304 $ 596,419 $239,454 June 30, 2003 December 31, 2002 ------------- ----------------- Selected balance sheet information: Total investments (3) $5,469,611 $4,663,100 Total assets 8,304,257 7,031,323 Reserves for losses and loss 3,633,849 expenses 3,167,929 Long-term debt 499,377 362,985 Trust preferred securities 193,316 198,251 Stockholders' equity (4) 1,525,246 1,335,199 Shares outstanding 55,405 55,223 Stockholders' equity per share 27.53 24.18 (1) For the second quarter of 2003 catastrophe losses were $21 million pre-tax, or 24 cents per share after-tax, compared with $21 million pre-tax, or 26 cents per share after-tax, in the year earlier period. For the first six months of 2003, catastrophe losses were $28 million pre-tax, or 32 cents per share after-tax, compared with $27 million pre-tax, or 35 cents per share after-tax, in the year earlier period. (2) Net operating income is a non-GAAP financial measure defined by the Company as net income excluding gains and losses on investments, foreign currencies and discontinued business. Management believes that excluding investment and foreign currency gains, which result primarily from changes in general economic conditions, and excluding results of businesses that have been discontinued provides a useful indicator of trends in the Company's underlying and on-going operations. Net operating return on equity represents net operating income expressed as a percentage of beginning of year stockholders' equity, adjusted for stock transactions. (3) Investments include trading account receivable from brokers and clearing organizations and trading securities sold but not yet purchased. (4) Stockholders' equity includes after-tax unrealized gains from investments and foreign exchange of $132 million and $105 million as of June 30, 2003 and December 31, 2002, respectively. -----END PRIVACY-ENHANCED MESSAGE-----