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Alleghany Corporation ALLEGHANY CORP /DE FORM 10-Q (Quarterly Report) Filed 05/07/07 for the Period Ending 03/31/07 Address 7 TIMES SQUARE TOWER 17TH FLOOR NEW YORK, NY 10036 Telephone 212-752-1356 CIK 0000775368 Symbol Y SIC Code 6331 - Fire, Marine, and Casualty Insurance Industry Insurance (Prop. & Casualty) Sector Financial Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. ALLEGHANY CORP /DE FORM 10-Q (Quarterly Report) Filed 5/7/2007 For Period Ending 3/31/2007 Address 375 PARK AVENUE SUITE 3201 NEW YORK, New York 10152 Telephone 212-752-1356 CIK 0000775368 Industry Conglomerates Sector Conglomerates Fiscal Year 12/31 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED MARCH 31, 2007 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD ENDING COMMISSION FILE NUMBER 1-9371 ALLEGHANY CORPORATION EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER DELAWARE STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 51-0283071 INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER 7 TIMES SQUARE TOWER, 17TH FLOOR, NY, NY 10036 ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE 212-752-1356 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 SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES NO INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELRATED FILER, AN ACCELERATED FILER OR A NON-ACCELERATED FILER. SEE DEFINITION OF ACCELERATED FILER AND LARGE ACCELERATED FILER IN RULE 12b-2 OF THE EXCHANGE ACT. (CHECK ONE): LARGE ACCELERATED FILER ACCELERATED FILER NON-ACCELERATED FILER INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT). 12b-2 OF THE EXCHANGE ACT). YES NO INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES OF COMMON STOCK, AS OF THE LAST PRACTICABLE DATE. 8,148,689 SHARES AS OF APRIL 27, 2007 TABLE OF CONTENTS PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ITEM 2. MANAGEMENT ’S DISCUSSION AND ANALYSIS OF FINANCIAL ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 4. CONTROLS AND PROCEDURES PART II. OTHER INFORMATION ITEM 1A. RISK FACTORS ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ITEM 6. EXHIBITS SIGNATURES EX -10.1: RETIREMENT PLAN EX -10.2: OFFICERS AND DIRECTORS DEFERRED COMPENSATION PLAN EX -31.1: CERTIFICATION EX -31.2: CERTIFICATION EX -32.1: CERTIFICATION EX -32.2: CERTIFICATION Table of Contents PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (dollars in thousands, except share and per share amounts) (unaudited) 2007 2006 Revenues Net premiums earned $ 271,571 $ 230,582 Net investment income 45,169 29,313 Realized capital gains 50,141 6,983 Other income 8,725 1,937 Total revenues 375,606 268,815 Costs and expenses Loss and loss adjustment expenses 122,604 122,530 Commissions, brokerage and other underwriting expenses 71,278 57,385 Other operating expenses 13,166 10,829 Corporate administration 8,004 8,423 Interest expense 723 1,101 Total costs and expenses 215,775 200,268 Earnings before income taxes and minority interest 159,831 68,547 Income taxes 51,056 9,341 Earnings before minority interest 108,775 59,206 Minority interest, net of tax 2,357 0 Net earnings $ 106,418 $ 59,206 Changes in other comprehensive income Change in unrealized gains, net of deferred taxes $ 27,273 $ 42,558 Less: reclassification for gains realized in net earnings, net of taxes (32,592 ) (4,539 ) Other 13 444 Comprehensive income $ 101,112 $ 97,669 Net earnings $ 106,418 $ 59,206 Preferred dividends 4,306 0 Net earnings available to common stockholders $ 102,112 $ 59,206 Basic earnings per share of common stock * $ 12.57 $ 7.23 Diluted earnings per share of common stock * $ 11.90 $ 7.21 Dividends per share of common stock * * Average number of outstanding shares of common stock ** 8,126,281 8,193,541 * Adjusted to reflect the common stock dividend declared in February 2007. ** In February 2007 and 2006, Alleghany declared a stock dividend consisting of one share of Alleghany common stock for every fifty shares outstanding. See accompanying Notes to Unaudited Consolidated Financial Statements. Table of Contents ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share amounts) March 31, 2007 December 31, (unaudited) 2006 Assets Investments Available for sale securities at fair value: Equity securities (cost: 2007 $480,839; 2006 $436,203) $ 903,629 $ 872,900 Debt securities (cost: 2007 $2,820,772; 2006 $2,628,971) 2,819,257 2,622,307 Short -term investments 426,204 438,567 4,149,090 3,933,774 Other invested assets 164,862 123,651 Total investments 4,313,952 4,057,425 Cash 33,260 68,332 Notes receivable 0 91,536 Premium balances receivable 210,302 222,958 Reinsurance recoverables 1,008,767 1,067,926 Ceded unearned premium reserves 306,132 324,988 Deferred acquisition costs 81,702 80,018 Property and equipment at cost, net of accumulated depreciation and amortization 18,038 18,404 Goodwill and other intangibles, net of amortization 157,972 159,772 Other assets 80,930 87,381 $ 6,211,055 $ 6,178,740 Liabilities and Stockholders ’ Equity Losses and loss adjustment expenses $ 2,308,082 $ 2,304,644 Unearned premiums 851,979 886,539 Reinsurance payable 99,853 114,454 Net deferred tax liabilities 32,899 62,937 Subsidiaries ’ debt 0 80,000 Current taxes payable 104,904 29,499 Minority interest 80,232 77,875 Other liabilities 221,321 199,546 Total liabilities 3,699,270 3,755,494 Preferred stock (shares authorized: 2007 and 2006 - 1,132,000; issued and outstanding 2007 - 1,131,880; 2006 - 1,132,000) 299,495 299,527 Common stock (shares authorized: 2007 and 2006 - 22,000,000; issued and outstanding 2007 - 8,145,532; 2006 - 8,118,479) 7,986 7,959 Contributed capital 618,953 627,215 Accumulated other comprehensive income 270,564 275,871 Retained earnings 1,314,787 1,212,674 Total stockholders ’ equity 2,511,785 2,423,246 $ 6,211,055 $ 6,178,740 Shares of Common Stock Outstanding * 8,145,532 8,118,479 * Adjusted to reflect the common stock dividend declared in February 2007. See accompanying Notes to Unaudited Consolidated Financial Statements. Table of Contents ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (dollars in thousands) (unaudited) 2007 2006 Cash flows from operating activities Net earnings $ 106,418 $ 59,206 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 2,269 2,329 Net realized capital (gains) losses (50,141 ) (6,983 ) (Increase) decrease in other assets 495 (4,926 ) (Increase) decrease in reinsurance receivable, net of reinsurance payable 44,558 79,740 (Increase) decrease in premium balances receivable 12,656 16,101 (Increase) decrease in ceded unearned premium reserves 18,856 16,191 (Increase) decrease in deferred acquisition costs (1,684 ) (4,383 ) Increase (decrease) in other liabilities and current taxes 39,957 33,012 Increase (decrease) in unearned premiums (34,560 ) (5,110 ) Increase (decrease) in losses and loss adjustment expenses 3,438 (99,116 ) Net adjustments 35,844 26,855 Net cash provided by operating activities 142,262 86,061 Cash flows from investing activities Purchase of investments (319,724 ) (462,117 ) Sales of investments 76,091 165,738 Maturities of investments 55,664 122,503 Purchases of property and equipment (1,005 ) (781 ) Net change in short -term investments 15,594 113,190 Acquisition of insurance companies, net of cash acquired 0 (215 ) Other, net (14,467 ) (3,742 ) Net cash (used in) provided by investing activities (187,847 ) (65,424 ) Cash flows from financing activities Treasury stock acquisitions 0 (39,186 ) Principal payments on long -term debt (80,000 ) 0 Decrease in notes receivable 91,535 0 Convertible preferred stock dividends paid (4,306 ) 0 Tax benefit on stock options exercised 1,062 163 Other, net 2,222 401 Net cash provided by (used in) financing activities 10,513 (38,622 ) Net (decrease) increase in cash (35,072 ) (17,985 ) Cash at beginning of period 68,332 47,457 Cash at end of period $ 33,260 $ 29,472 Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ 506 $ 890 Income taxes paid (refunds received) $ 1,390 ($40,659 ) See accompanying Notes to Unaudited Consolidated Financial Statements. Table of Contents Notes to Unaudited Consolidated Financial Statements Alleghany Corporation and Subsidiaries 1. Principles of Financial Statement Presentation This report should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 10-K”) of Alleghany Corporation (“Alleghany”). The information in this report is unaudited, but reflects all adjustments which, in the opinion of management, are necessary to a fair statement of results of the interim periods covered thereby.
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