-----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, DFuo2ohCm9ElKeCuokMWohF5iCFRqh6c92Zl31frNF4D0ZC6+a/mgCxu3AQ/MQU1 bjVvlkSKp2DETbfWKT8Mqg== 0001157523-03-006531.txt : 20031112 0001157523-03-006531.hdr.sgml : 20031111 20031112114401 ACCESSION NUMBER: 0001157523-03-006531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031105 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAVIGATORS GROUP INC CENTRAL INDEX KEY: 0000793547 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133138397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15886 FILM NUMBER: 03991950 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: 55TH FL CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2122442333 MAIL ADDRESS: STREET 1: ONE PENN PLAZA 55TH FL CITY: NEW YORK STATE: NY ZIP: 10119 8-K 1 a4514333.txt THE NAVIGATORS GROUP 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 Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 5, 2003 THE NAVIGATORS GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-15886 13-3138397 (Commission File Number) (I.R.S. Employer Identification Number) One Penn Plaza New York, New York 10119 (Address of Principal Executive Offices) (Zip Code) (212) 244-2333 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) ITEM 9. Regulation FD Disclosure ITEM 12. Results of Operations and Financial Condition The following information is furnished pursuant to Item 9 "Regulation FD Disclosure" and Item 12 "Results of Operations and Financial Condition." This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. On November 5, 2003, The Navigators Group, Inc. issued a press release announcing its earnings for the third quarter of 2003. This press release is attached hereto as Exhibit 99.1. 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. THE NAVIGATORS GROUP, INC. By: /S/ Bradley D. Wiley --------------------------------------- Name: Bradley D. Wiley Title: Senior Vice President, Chief Financial Officer and Secretary Dated: November 11, 2003 INDEX TO EXHIBITS Number Description - ----- ----------- 99.1 Press Release issued by The Navigators Group, Inc. on November 5, 2003. EX-99 3 a4514333_ex991.txt THE NAVIGATORS GROUP EXHIBIT 99.1 Exhibit 99.1 Navigators Reports Record Earnings NEW YORK--(BUSINESS WIRE)--Nov. 5, 2003--The Navigators Group, Inc. (NASDAQ:NAVG) reported record quarterly net income of $6,423,000 or $0.73 per diluted share for the three months ended September 30, 2003, up 22% from $5,271,000 or $0.61 per diluted share reported for the same period in 2002. Included in these results were net realized capital gains of $0.03 per share and $0.11 per share for the three months ended September 30, 2003 and 2002, respectively. The combined loss and expense ratio for the third quarter of 2003 was 92.9%, compared to 99.2% for the same period in 2002. Gross written premium for the third quarter of 2003 was $139,632,000, an increase of 10% from the third quarter of 2002. Net written premium decreased to $70,631,000, down 11%. Total revenue increased 11% to $79,682,000 for the third quarter of 2003, compared to $71,725,000 for the same period of 2002. Net investment income for the third quarter increased to $4,634,000, up 6%. Net income for the nine month period ended September 30, 2003 was $17,531,000 or $2.01 per diluted share, compared to $12,495,000 or $1.45 per diluted share for the nine months ended September 30, 2002. Included in these results were net realized capital gains of $0.12 per share and $0.10 per share for the nine months ended September 30, 2003 and 2002, respectively. The combined loss and expense ratio for the first nine months of 2003 was 94.8% compared to 98.5% for the same period in 2002. Gross written premium for the first nine months of 2003 was $455,526,000, an increase of 34% from the comparable period in 2002. Net written premium increased to $223,295,000, up 8%. Total revenue increased 29% to $224,673,000 for the nine months ended September 30, 2003 compared to $174,454,000 for the same period in 2002. Net investment income increased to $13,847,000, up 3%. Navigators' Chief Executive Officer, Stan Galanski, commented, "Navigators is known for emphasizing underwriting profit over market share, and we are pleased that each of our four main operating divisions generated an underwriting profit in the third quarter. Market conditions in general remain favorable, although we have scaled back our hull account and our Gulf of Mexico business due to pricing concerns. Our U.K. operations continue to perform very satisfactorily and in the fourth quarter we plan to add a new marine product providing Protection & Indemnity coverage. Navigators Pro continues to achieve significant growth and profitable underwriting results, and recently announced a new product, LPL Magistrate (SM), targeting the small law firm professional liability market. Navigators Specialty continues to achieve significant renewal rate increases on its California contractor liability business. Specialty's newer initiatives, particularly personal umbrella and the Midwest regional office are developing according to plan." Galanski continued, "The third quarter was a significant quarter for Navigators, not only in terms of achieving our highest quarterly net income, but also for the successful efforts to raise additional capital to support the Company's continued growth. As a result of the recent secondary offering, the statutory surplus of Navigators Insurance Company now exceeds $200 million and the Company's balance sheet is stronger than ever. Our third quarter net written premium reflects an increase in ceded reinsurance to better manage statutory capital prior to our recent public equity offering. We intend to re-evaluate the amount of reinsurance ceded going forward." During October 2003, the Company completed a public equity offering, which raised total net proceeds for the Company of approximately $110.8 million from the sale of 3,977,500 new shares of common stock, inclusive of the underwriters' over-allotment option. The Navigators Group, Inc. is an international insurance holding company with insurance company operations, underwriting management companies, and operations at Lloyd's of London. Headquartered in New York City, Navigators has offices in major insurance centers in the United States and the United Kingdom. This press release may contain "forward-looking statements" as defined in the Private Securities Litigation Act of 1995. We cannot assure that results which we anticipate will be achieved, since results may differ materially because of known and unknown risks and uncertainties which we face. Please refer to Navigators' prospectus dated October 1, 2003 and its most recent Forms 10-K and 10-Q for a description of Navigators' business and the important factors which may affect that business. Navigators undertakes no obligation to publicly update or revise any forward-looking statement. www.navg.com THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES Financial Highlights (In thousands, except book value and net income per share) (All figures are on a GAAP basis) Three Months Ended Nine Months Ended September 30, September 30, -------------------- ------------------- (Unaudited) (Unaudited) Financial Highlights 2003 2002 Change 2003 2002 Change - -------------------- ---- ---- ------ ---- ---- ------ Gross written premium $139,632 $126,857 10% $455,526 $339,718 34% Net written premium 70,631 79,662 -11% 223,295 206,105 8% Revenues: Net earned premium 74,537 64,520 16% 206,115 155,292 33% Commission income 23 1,188 -98% 2,748 3,282 -16% Net investment income 4,634 4,390 6% 13,847 13,494 3% Net realized capital gains 348 1,264 -72% 1,235 1,172 5% Other income 140 363 -61% 728 1,214 -40% --------- --------- ----- --------- --------- ------ Total revenues 79,682 71,725 11% 224,673 174,454 29% --------- --------- ----- --------- --------- ------ Operating expenses: Net losses and loss adjustment expenses incurred 48,526 43,430 12% 135,857 99,619 36% Commission expense 9,195 11,518 -20% 28,698 29,504 -3% Other operating expenses 13,364 9,127 46% 37,188 27,997 33% Interest expense 66 158 -58% 250 463 -46% --------- --------- ----- --------- --------- ------ Total operating expenses 71,151 64,233 11% 201,993 157,583 28% --------- --------- ----- --------- --------- ------ Income before income taxes 8,531 7,492 14% 22,680 16,871 34% --------- --------- ----- --------- --------- ------ Income tax expense 2,108 2,221 -5% 5,149 4,376 18% --------- --------- ----- --------- --------- ------ Net income $6,423 $5,271 22% $17,531 $12,495 40% ========= ========= ===== ========= ========= ====== Per Share Data - -------------- Net income per common share: Basic $0.75 $0.62 21% $2.06 $1.48 39% Diluted $0.73 $0.61 20% $2.01 $1.45 39% Average common shares outstanding: Basic 8,535 8,473 8,515 8,455 Diluted 8,771 8,678 8,728 8,642 Underwriting Ratios - ------------------- Loss Ratio 65.1% 67.3% 65.9% 64.1% Expense Ratio 27.8% 31.9% 28.9% 34.4% --------- --------- --------- --------- Combined Ratio 92.9% 99.2% 94.8% 98.5% September 30, December 31, 2003 2002 Balance Sheet Data ---- ---- - ------------------ Total investments and cash $561,617 $452,885 24% Stockholders' equity 190,401 171,275 11% Book value per share 22.27 20.18 10% Note: Certain amounts for the prior period have been reclassified to conform to the presentation in the current period. CONTACT: The Navigators Group, Inc. Brad Wiley, 914-933-6025 -----END PRIVACY-ENHANCED MESSAGE-----