-----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, PjjN6/EOQAJHXmT4YedkCklQi1w+mbJDHN4SfjCed+ScRf8O4q/pvryJ9JFqG5Vq voSHefQOs9nQhzddVxSATQ== 0001267201-07-000028.txt : 20070424 0001267201-07-000028.hdr.sgml : 20070424 20070424160636 ACCESSION NUMBER: 0001267201-07-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070424 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070424 DATE AS OF CHANGE: 20070424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEABRIGHT INSURANCE HOLDINGS INC CENTRAL INDEX KEY: 0001267201 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51124 FILM NUMBER: 07784544 BUSINESS ADDRESS: STREET 1: 2101 4TH AVENUE STREET 2: SUITE 1600 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 2067708300 8-K 1 form8k-1q07.htm SEABRIGHT 1Q07 EARNINGS RELEASE 8-K SeaBright 1Q07 Earnings Release 8-K
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2007

SeaBright Insurance Holdings, Inc.

(Exact name of registrant as specified in its charter)

         
Delaware   000-51124   56-2393241
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer Identification No.)

2101 4th Avenue, Suite 1600
Seattle, Washington 98121

(Address of principal executive offices, including zip code)

206-269-8500
(Registrant’s telephone number, including area code)

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:

     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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 April  24, 2007, SeaBright Insurance Holdings, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2007. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     The information in this Current Report, including but not limited to Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report, including but not limited to Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits
     
Exhibit    
No.   Description
99.1   Press release dated April 24, 2007 containing the financial results of the first quarter ended March 31, 2007.

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.
         
  SEABRIGHT INSURANCE HOLDINGS, INC.
 
  By:   /s/ Joseph S. De Vita    
    Joseph S. De Vita  
    Senior Vice President, Chief Financial Officer
and Assistant Secretary 
 

April 24, 2007 EX-99 2 form8k-1q07_exhibit99.htm SEABRIGHT 1Q07 EARNINGS PRESS RELEASE SeaBright 1Q07 Earnings Press Release

Exhibit 99.1

    Contact:
SeaBright Insurance Holdings, Inc.
2101 4th Avenue
Suite 1600
Seattle, WA 98121
  SeaBright Insurance Holdings, Inc.
Joseph S. De Vita
Chief Financial Officer
206-269-8500
investor@sbic.com

SeaBright Insurance Holdings Reports First Quarter 2007 Results

Q1 Revenue Increased 13.9% Year-Over-Year
Q1 Net Income Increased 68.8% Year-Over-Year

Seattle, WA – April 24, 2007 – SeaBright Insurance Holdings, Inc. (NASDAQ: SEAB) today announced results for the first quarter ended March 31, 2007.

For the first quarter of 2007, net income increased to $10.1 million or $0.48 per diluted share compared to net income of $6.0 million or $0.31 per diluted share for the same period in 2006.

Total revenue for the first quarter increased 13.9% to $54.9 million versus $48.2 million in the year-earlier period. For the first quarter 2007, net premiums earned increased 10.5% to $48.6 million compared to $44.0 million for the same period in 2006.

John Pasqualetto, SeaBright’s Chairman, President and Chief Executive Officer, said, “Our first quarter demonstrates a strong start for 2007. It reflects continued positive top-line growth momentum from last year. Our decision to invest in geographic expansion in the last half of 2006, opening two new regional offices in Philadelphia and Atlanta, is showing promise. The bottom line benefited from growth in investment income and deflationary trends in loss costs which continued in the quarter. As planned, the expense ratio increased, driven primarily by our funding of the expansionary costs. Over the long-term, I anticipate that this ratio will likely decline to our more traditional levels as the new field offices gain market traction and new premium written.”

At March 31, 2007, SeaBright had 745 customers, an increase of 91 or 13.9% over year end 2006. In the quarter ended March 31, 2007, the amount of payrolls covered by workers compensation premiums increased $397 million or 10.3% to $4.3 billion. At March 31, 2007, average premium size per customer was approximately $304,000 compared to approximately $330,000 at year end 2006, reflecting the planned diversification of our business and lower premium rates consistent with the decline in loss costs.

Loss and loss adjustment expense for the first quarter 2007 was $25.9 million versus $28.5 million in the same period in 2006. The net loss ratio for the first quarter of 2007 was 52.2% compared to 63.6% in the same period of 2006. During the first quarter 2007, on a pre-tax basis, the Company recognized $7.2 million in favorable development of prior years’ loss reserve estimates, of which $2.0 million related to the 2006 accident year, $5.0 million related to the 2005 accident year and $0.2 million related to the 2004 and prior accident years, reflecting a continuation of deflationary trends in the paid loss data for recent accident years.

Total underwriting expenses for the first quarter 2007 were $12.6 million compared to $9.7 million in the prior year period. The net underwriting expense ratio for the first quarter was 25.9% compared to 22.1% in the same period in 2006. The increase in the underwriting expense ratio in the first quarter was mostly attributable to increased staffing and production-related expenses in connection with the opening of new offices in Philadelphia and Atlanta and the growth of business in our existing offices.


The net combined ratio for the first quarter of 2007 was 78.1% compared to 85.7% for the same period in 2006.

Net investment income for the first quarter of 2007 was $4.8 million compared to $3.1 million for the same period in 2006. The $1.7 million growth in investment income was attributable to the larger portfolio base in 2007 as a result of the $57.6 million in proceeds from the follow-on common stock offering in February 2006 and strong cash flow from operations of $90.3 million in 2006 and $18.7 million in the first quarter of 2007.

Return on average equity for the quarter ended March 31, 2007 was 15.8% compared to 12.8% for the corresponding period in 2006.

About SeaBright Insurance Holdings, Inc.

SeaBright Insurance Holdings, Inc. is an insurance holding company whose wholly owned subsidiary, SeaBright Insurance Company, operates as a specialty underwriter of multi-jurisdictional workers’ compensation insurance. SeaBright Insurance Company distributes its maritime, alternative dispute resolution and state act products through selected independent insurance brokers and through its in-house wholesale broker affiliate, PointSure Insurance Services. SeaBright Insurance Company provides workers’ compensation coverage to employers in selected regions nationwide. To learn more about SeaBright Insurance Company and SeaBright Insurance Holdings, Inc., visit our website at www.sbic.com.

Conference Call

The Company will host a conference call on Tuesday, April 24, 2007 at 4:30 p.m. Eastern Time featuring remarks by John G. Pasqualetto, President and CEO, Joseph S. De Vita, Senior Vice President and CFO, and Richard J. Gergasko, Executive Vice President - Operations. The conference call is available via webcast on the Company’s website and can be accessed by visiting http://investor.sbic.com. Once there, select “Investor Relations” from the menu at the top of the page, and proceed to “Webcasts and Presentations.” The dial-in number for the conference call is (888) 695-0608. Please call at least five minutes before the scheduled start time.

Cautionary Statement

Some of the statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms or other terminology. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could affect the Company’s actual results include, among others, the fact that our loss reserves are based on estimates and may be inadequate to cover our actual losses; the uncertain effects of emerging claim and coverage issues on our business; the geographic concentration of our business; an inability to obtain or collect on our reinsurance protection; a downgrade in the A.M. Best rating of our insurance subsidiary; the impact of extensive regulation of the insurance industry and legislative and regulatory changes; a failure to realize our investment objectives; the effects of intense competition; the loss of one or more principal employees; the inability to acquire additional capital on favorable terms; a failure of independent insurance brokers to adequately market our products; the loss of our rights to fee income and protective arrangements that were established in connection with the acquisition of our business; and the effects of acts of terrorism or war. More information about these and other factors that potentially could affect our financial results is included in our 2006 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 16 2007, and in our other public filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance upon these forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update any forward-looking statements.

###

- 2 -


Set forth in the tables below are summary results of operations for the three month periods ended March 31, 2007 and 2006 as well as selected balance sheet data as of March 31, 2007 and December 31, 2006. The following information is preliminary and unaudited and is subject to change until final results are publicly distributed upon the filing of the Company’s quarterly report on Form 10-Q. The Company currently expects to file its unaudited condensed consolidated financial statements with the U.S. Securities and Exchange Commission as part of its quarterly report on Form 10-Q in a timely fashion on or before May 10, 2007.

- 3 -


SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31,
2007
December 31,
2006
(Unaudited) (Audited)
(in thousands)
ASSETS

 
Fixed income securities available-for-sale, at fair value     $ 417,992   $ 399,119  
Equity securities available-for-sale, at fair value       3,248     813  
Cash and cash equivalents       17,354     20,412  
Accrued investment income       4,471     4,208  
Premiums receivable, net of allowance       6,082     8,877  
Deferred premiums       129,092     118,788  
Federal income tax recoverable           1,263  
Service income receivable       600     792  
Reinsurance recoverables       12,374     13,675  
Receivable under adverse development cover       2,781     2,781  
Prepaid reinsurance       1,977     1,917  
Property and equipment, net       1,269     1,241  
Deferred income taxes, net       12,178     12,198  
Deferred policy acquisition costs, net       17,058     15,433  
Intangible assets, net       1,215     1,217  
Goodwill       1,527     1,527  
Other assets       10,618     10,014  
    Total assets     $ 639,836   $ 614,275  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
  Unpaid loss and loss adjustment expense     $ 206,463   $ 198,356  
  Unearned premiums       122,078     114,312  
  Reinsurance funds withheld and balances payable       362     309  
  Premiums payable       2,757     3,047  
  Accrued expenses and other liabilities       36,283     37,125  
  Surplus notes       12,000     12,000  
    Total liabilities       379,943     365,149  
 
Commitments and contingencies  
   
Stockholders’ equity:    
  Series A preferred stock, $0.01 par value; 750,000 shares authorized;  
     no shares issued and outstanding            
  Undesignated preferred stock, $0.01 par value; 10,000,000 shares    
     authorized; no shares issued and outstanding            
  Common stock, $0.01 par value; 75,000,000 shares authorized;  
     issued and outstanding - 20,776,704 shares at March 31, 2007  
     and 20,553,400 shares at December 31, 2006       208     205  
  Paid-in capital       191,148     190,593  
  Accumulated other comprehensive loss       (61 )   (197 )
  Retained earnings       68,598     58,525  
     Total stockholders’ equity       259,893     249,126  
     Total liabilities and stockholders’ equity     $ 639,836   $ 614,275  

- 4 -


SEABRIGHT INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended March 31,
2007 2006
(in thousands, except income per
share information)
Revenue: (1)                
   Premiums earned     $ 48,631   $ 43,963  
   Claims service income       556     523  
   Other service income       24     28  
   Net investment income       4,758     3,125  
   Net realized loss       (52 )   (227 )
   Other income       957     756  
          54,874     48,168  
Losses and expenses:                
   Loss and loss adjustment expenses       25,918     28,463  
   Underwriting, acquisition and insurance expenses       12,631     9,730  
   Other expenses       1,832     1,388  
          40,381     39,581  
   Income before federal income taxes       14,493     8,587  
                   
Federal income tax expense (benefit):                
   Current       4,474     4,464  
   Deferred       (54 )   (1,845 )
          4,420     2,619  
   Net income     $ 10,073   $ 5,968  
                 
Basic earnings per share     $ 0.50   $ 0.31  
Diluted earnings per share     $ 0.48   $ 0.31  
                 
Weighted average basic shares outstanding       20,320,699     18,968,695  
Weighted average diluted shares outstanding       20,859,608     19,223,784  
                 
Net loss ratio (2)       52.2 %   63.6 %
Net underwriting expense ratio (3)       25.9 %   22.1 %
Net combined ratio (4)       78.1 %   85.7 %
                 

(1) Gross and net premiums written for the periods indicated were as follows:
Three Months Ended March 31,
2007 2006
(in thousands)
  Gross premiums written     $ 59,926   $ 54,695  
  Net premiums written       56,260     50,809  

(2) The net loss ratio is calculated by dividing loss and loss adjustment expenses for the period less claims service income by premiums earned for the period.

(3) The net underwriting expense ratio is calculated by dividing underwriting, acquisition and insurance expenses for the period less other service income by premiums earned for the period.

(4) The net combined ratio is the sum of the net loss ratio and the net underwriting expense ratio.

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