HCC MAKES ELECTION UNDER ITS CONVERTIBLES
AND COMMENTS ON EARNINGS ESTIMATES
HOUSTON (December 22, 2004) . . .
HCC
Insurance Holdings, Inc. (NYSE symbol: HCC) announced today that the
Company has made elections under the indentures related to its 1.30%
Convertible Notes due 2023 (1.30% Notes) and its 2.00% Convertible Notes due
2021 (2.00% Notes) to substantially reduce the earnings per share dilution
of the Notes that would have otherwise resulted.
After analysis of EITF Issue No. 04-8, a new accounting pronouncement which
becomes effective December 31, 2004 and a proposed FASB pronouncement, HCC
has decided to irrevocably elect under both Convertible Notes, where
applicable, to (i) satisfy the conversion obligation in cash up to the
principal amount of the Notes and in shares of the Company’s common stock
for any amount in excess of the principal amount; (ii) pay the change of
control purchase price solely in cash; and (iii) pay the purchase price
solely in cash if holders exercise their option to require the Company to
repurchase their Notes. This election allows HCC to utilize the ‘treasury
stock’ method rather than the ‘if converted’ method when calculating diluted
earnings per share, thus substantially reducing any dilution to earnings per
share.
Accordingly, effective December 31, 2004, the Company will retroactively
change its calculation of diluted earnings per share amounts to reflect the
new accounting change. With the Company’s election under the Notes as stated
above, the new accounting change has no effect on the previously reported
diluted earnings per share for the three years ended December 31, 2003 or
the nine months ended September 30, 2004.
Stephen L. Way, Chairman and Chief Executive Officer, said, “Notwithstanding
this accounting change and our recent equity offering, we expect to meet or
beat the consensus earnings estimate for the fourth quarter 2004 and remain
very optimistic about 2005.” Mr. Way added, “We anticipate being in a
position to provide guidance for next years earnings, in due course.”
The new pronouncement does not change the calculation of basic earnings per
share, or have any effect on shareholders’ equity, or book value per share.
HCC is an international insurance holding company and a leading specialty
insurance group since 1974, based in Houston, Texas with offices across the
USA and in Bermuda, England and Spain. HCC has assets of more than $5.5
billion, shareholders’ equity of over $1.25 billion and is rated AA (Very
Strong) by Standard & Poor’s and A+ (Superior) by A.M. Best Company.
For more information, visit our website at
www.hcch.com.
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Contact:
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L. Byron Way, Vice
President
HCC Insurance Holdings, Inc.
Telephone: (713) 690-7300
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Forward-looking statements contained in this press
release are made under “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 and involve a number of risks
and uncertainties. The types of risks and uncertainties which may
affect the Company are set forth in its periodic reports filed with
the Securities and Exchange Commission. |
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