UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-16267
WALSHIRE ASSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2023240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
3350 Whiteford Road, P. O. Box 3849, York, PA 17402-0138
(Address of principal executive offices) (Zip code)
(717)757-0000
(Registrant s telephone number, including area code)
(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 X No
Indicate the number of shares outstanding of each of the issuer s classes of
common stock, as of the latest practical date.
Class: Outstanding at July 31, 1996:
Common stock - $.01 Par Value 4,165,126 shares
WALSHIRE ASSURANCE COMPANY
AND SUBSIDIARIES
INDEX
PAGE
NUMBER
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1996
(unaudited) and December 31, 1995. . . . . . . . . . 2
Consolidated Statements of Income for the three
months ended June 30, 1996 and 1995 (unaudited). . . 4
Consolidated Statements of Income for the six
months ended June 30, 1996 and 1995 (unaudited). . . 5
Consolidated Statements of Cash Flows for the six
months ended June 30, 1996 and 1995 (unaudited). . . 6
Notes to Consolidated Financial Statements
(unaudited) . . . . . . . . . . . . . . . . . . . . 7
Item 2. Management s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . 8
Part II OTHER INFORMATION . . . . . . . . . . . . . . . . . 9
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . 9
Item 2. Changes in Securities . . . . . . . . . . . . . . . 10
Item 3. Defaults Upon Senior Securities . . . . . . . . . . 10
Item 4. Submission of Matters to Vote of Security Holders. . 10
Item 5. Other Information . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1
WALSHIRE ASSURANCE COMPANY
AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands,
except per share data)
June 30, December 31,
Assets 1996 1995
(Unaudited)
Investments:
Held to maturity:
Fixed maturities (fair value $15,152 and
$15,712) . . . . . . . . . . . . . . . . $ 15,173 $ 15,217
Available for sale:
Fixed maturities (cost $30,450 and
$27,007) . . . . . . . . . . . . . . . . 30,166 27,215
Equity securities (cost $9,066 and
$8,189). . . . . . . . . . . . . . . . . 9,232 8,720
Short-term investments . . . . . . . . . . . . 5,474 5,191
Other investments. . . . . . . . . . . . . . . 2,087 1,867
Total investments . . . . . . . . . . . . . 62,132 58,210
Cash. . . . . . . . . . . . . . . . . . . . . . . 464 99
Accrued investment income receivable. . . . . . . 861 864
Amounts receivable from reinsurers. . . . . . . . 2,088 3,315
Amounts receivable from reinsured company . . . . 1,511 595
Agents balances (net of allowance for doubtful
accounts of $100). . . . . . . . . . . . . . . 7,696 5,501
Installment premiums receivable . . . . . . . . . 8,152 5,965
Agents balances and installment premiums
receivable from related parties. . . . . . . . 3,503 3,694
Premium finance receivables (net of unearned
finance charges and allowance for credit
losses of $143 and $135) . . . . . . . . . . . 5,836 6,534
Reinsurance receivable. . . . . . . . . . . . . . 13,069 8,615
Deferred acquisition costs. . . . . . . . . . . . 5,176 4,831
Property and equipment (net of accumulated
depreciation of $1,540 and $1,284) . . . . . . 3,766 3,270
Other assets. . . . . . . . . . . . . . . . . . . 1,122 134
Total assets. . . . . . . . . . . . . . . . $115,376 $101,627
See accompanying notes to consolidated financial statements.
2
WALSHIRE ASSURANCE COMPANY
AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
(In thousands,
except per share data)
June 30 December 31,
Liabilities and Shareholders Equity 1996 1995
(Unaudited)
Liabilities:
Unpaid claims and claim settlement expenses. $ 27,285 $ 20,153
Unearned premiums. . . . . . . . . . . . . . 29,522 27,555
Short-term notes payable . . . . . . . . . . 5,479 2,250
Long-term notes payable. . . . . . . . . . . 1,241 1,481
Deposits by insureds . . . . . . . . . . . . 2,292 1,488
Commissions payable to agents. . . . . . . . 1,394 1,049
Commissions payable to related parties . . . 391 473
Other liabilities. . . . . . . . . . . . . . _ 621 1,164
Total liabilities . . . . . . . . . . . . 68,225 55,613
Shareholders equity:
Preferred stock, par value $.01 per share;
2,000 shares authorized; 142 shares
issued; 133 and 138 shares outstanding. . 1 1
Common stock, par value $.01 per share;
10,000 shares authorized; 4,163 and
4,064 shares issued and outstanding . . . 42 41
Additional paid-in capital . . . . . . . . . 32,535 31,918
Unrealized gain (loss) on investments
available for sale (net of deferred taxes
of $(48) and $181). . . . . . . . . . . . ( 70) 558
Retained earnings. . . . . . . . . . . . . . 14,643 13,496
Shareholders equity. . . . . . . . . . . 47,151 46,014
Total liabilities and shareholders equity . $115,376 $101,627
See accompanying notes to consolidated financial statements.
3
WALSHIRE ASSURANCE COMPANY
AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands,
except per share data)
Three Months Ended
June 30,_____
1996 1995
(Unaudited)(Unaudited)
Revenues:
Premiums earned . . . . . . . . . . . . . . . . . $14,386 $ 11,356
Premiums ceded. . . . . . . . . . . . . . . . . . ( 3,004) ( 2,552)
Net premiums earned . . . . . . . . . . . . . . . 11,382 8,804
Net investment income . . . . . . . . . . . . . . 742 673
Net realized gains on investments . . . . . . . . 702 73
Other . . . . . . . . . . . . . . . . . . . . . . 187 180
Total revenues . . . . . . . . . . . . . . . . 13,013 9,730
Expenses:
Claims and claim settlement expenses. . . . . . . 8,380 6,126
Reinsurance recoveries. . . . . . . . . . . . . . ( 952) ( 1,132)
Net claims and claim settlement expenses. . . . . 7,428 4,994
Amortization of deferred acquisition costs. . . . 1,724 1,312
Underwriting, general and administrative
expenses. . . . . . . . . . . . . . . . . . . . 1,875 1,644
Dividends to policyholders. . . . . . . . . . . . 117 -
Interest. . . . . . . . . . . . . . . . . . . . . 91 69
Total expenses . . . . . . . . . . . . . . . . 11,235 8,019
Income before income taxes . . . . . . . . . . . . . 1,778 1,711
Provision for income taxes . . . . . . . . . . . . . 377 357
Net income . . . . . . . . . . . . . . . . . . . . . 1,401 1,354
Less dividends on convertible preferred stock. . . . 108 115
Net income available for common stock. . . . . . . . $ 1,293 $ 1,239
Net income per common share and common equivalent
share:
Primary:
Net income . . . . . . . . . . . . . . . . . . $ .30 $ .29
Weighted average shares outstanding. . . . . . 4,355 4,203
Fully diluted:
Net income . . . . . . . . . . . . . . . . . . $ .29 $ .28
Weighted average shares outstanding. . . . . . 4,902 4,835
See accompanying notes to consolidated financial statements.
4
WALSHIRE ASSURANCE COMPANY
AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands,
except per share data)
Six Months Ended
June 30,_____
1996 1995
(Unaudited)(Unaudited)
Revenues:
Premiums earned . . . . . . . . . . . . . . . . . $28,177 $ 21,896
Premiums ceded. . . . . . . . . . . . . . . . . . ( 6,059) ( 4,854)
Net premiums earned . . . . . . . . . . . . . . . 22,118 17,042
Net investment income . . . . . . . . . . . . . . 1,473 1,335
Net realized gains on investments . . . . . . . . 769 139
Other . . . . . . . . . . . . . . . . . . . . . . 362 348
Total revenues . . . . . . . . . . . . . . . . 24,722 18,864
Expenses:
Claims and claim settlement expenses. . . . . . . 16,767 10,986
Reinsurance recoveries. . . . . . . . . . . . . . ( 1,689) ( 1,230)
Net claims and claim settlement expenses. . . . . 15,078 9,756
Amortization of deferred acquisition costs. . . . 3,386 2,508
Underwriting, general and administrative
expenses. . . . . . . . . . . . . . . . . . . . 3,688 3,162
Dividends to policyholders. . . . . . . . . . . . 117 -
Interest. . . . . . . . . . . . . . . . . . . . . 173 147
Total expenses . . . . . . . . . . . . . . . . 22,442 15,573
Income before income taxes . . . . . . . . . . . . . 2,280 3,291
Provision for income taxes . . . . . . . . . . . . . 382 689
Net income . . . . . . . . . . . . . . . . . . . . . 1,898 2,602
Less dividends on convertible preferred stock. . . . 216 230
Net income available for common stock. . . . . . . . $ 1,682 $ 2,372
Net income per common share and common equivalent
share:
Primary:
Net income . . . . . . . . . . . . . . . . . . $ .39 $ .56
Weighted average shares outstanding. . . . . . 4,341 4,178
Fully diluted:
Net income . . . . . . . . . . . . . . . . . . $ .39 $ .53
Weighted average shares outstanding. . . . . . 4,883 4,828
See accompanying notes to consolidated financial statements.
5
WALSHIRE ASSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
except per share data)
Six Months Ended
June 30, _______
1996 1995
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . $ 1,898 $ 2,602
Adjustments to reconcile net income to net
cash provided by operating activities
Net realized gains on investments. . . . . . . ( 769) ( 139)
Decrease (increase) in assets:
Accrued investment income receivable. . . . . 3 63
Amounts receivable from reinsurers. . . . . . 1,227 ( 65)
Amounts receivable from reinsured company . . ( 916) ( 13)
Agents balances and installment premiums
receivable . . . . . . . . . . . . . . . . . (4,382) ( 604)
Agents balances and installment premiums
receivable from related parties. . . . . . . 191 (1,998)
Premium finance receivables . . . . . . . . . 698 ( 971)
Reinsurance receivables . . . . . . . . . . . (4,454) 517
Deferred acquisition costs. . . . . . . . . . ( 345) ( 454)
Other, net. . . . . . . . . . . . . . . . . . ( 721) 327
(Decrease) increase in liabilities:
Unpaid claims, claim settlement expenses and
claim drafts outstanding . . . . . . . . . . 7,132 1,857
Unearned premiums . . . . . . . . . . . . . . 1,967 3,002
Deposits by insureds. . . . . . . . . . . . . 804 470
Other, net. . . . . . . . . . . . . . . . . . ( 268) 229
Net cash provided by operating activities. . . . . 2,065 4,823
Cash flows from investing activities:
Purchase of investments:
Held to maturity . . . . . . . . . . . . . . . . (1,377) (1,273)
Available for sale . . . . . . . . . . . . . . . (8,324) (3,511)
Sale of investments:
Available for sale . . . . . . . . . . . . . . . 3,456 2,596
Maturity of investments. . . . . . . . . . . . . . 2,528 505
Net (purchase) sale of short term and other
investments. . . . . . . . . . . . . . . . . . . ( 494) 768
Purchase of property and equipment . . . . . . . . ( 772) ( 369)
Sale of property and equipment . . . . . . . . . . 9 31
Other, net . . . . . . . . . . . . . . . . . . . . 417 ( 367)
Net cash provided by (used in) investing
activities . . . . . . . . . . . . . . . . . . (4,557) 1,620
Cash flows from financing activities:
Cash dividends paid. . . . . . . . . . . . . . . . ( 750) ( 705)
Issuance of common stock . . . . . . . . . . . . . 618 205
Proceeds from notes payable . . . . . . . . . . . 3,229 -
Payment of notes payable . . . . . . . . . . . . . ( 240) (2,515)
Net cash provided by (used in) financing
activities . . . . . . . . . . . . . . . . . . 2,857 (3,015)
Net increase in cash . . . . . . . . . . . . . . . . 365 188
Cash at beginning of the period. . . . . . . . . . . 99 184
Cash at end of the period. . . . . . . . . . . . . . $ 464 $ 372
Se e accompanying notes to consolidated financial statements.
6
WALSHIRE ASSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. The consolidated balance sheet as of June 30, 1996, the consolidated
statements of income for the three and six months ended June 30, 1996 and 1995,
and the consolidated statements of cash flows for the six months then ended have
been prepared by Walshire Assurance Company ( the Company ) without audit. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at June 30, 1996 and for all periods presented, have
been made.
2. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these unaudited consolidated financial
statements be read in conjunction with the financial statements and notes
thereto
included in the Company s 1995 Annual Report. The results of operations for the
period ended June 30, 1996 are not necessarily indicative of the results of
operations for the full year.
3. Net income per common share is computed after recognition of preferred stock
dividend requirements and is based on the weighted average number of shares of
common stock and common stock equivalents outstanding. The number of common
shares was increased by the number of shares issuable on the exercise of options
when the market price of the common stock exceeds the exercise price of the
options. This increase in the number of common shares was reduced by the number
of common shares that are assumed to have been purchased with the proceeds from
the exercise of the options; these purchases were assumed to have been made at
the average price of the common stock during that part of the year when the
market price of the common stock exceeded the exercise price of the options.
Fully diluted net income per share was determined on the assumption that
the convertible preferred stock was converted and the outstanding stock options
were exercised on January 1, 1996 and 1995. As to the preferred stock, net
income was adjusted for dividends declared. As to the options, outstanding
shares were increased as described above except that purchases of common stock
are assumed to have been made at the higher of the period-end price or the
average price of the common stock during that part of the year when the market
price of the common stock exceeded the exercise price of the options.
4. The Company has agreed to acquire Yorktowne Mutual Insurance Company
("Yorktowne"), subject to certain conditions. Yorktowne is a multi-line writer
operating solely in Pennsylvania; direct premiums written in 1995 were $6.7
million. It is anticipated that the merger will be completed near the end of
the
third quarter of 1996. The Company has also invested in a start-up company,
Network America, Inc., which will offer products exclusively to the Company's
insureds. These transactions should not materially affect Walshire's financial
results for 1996.
5. Forward Looking Statements. The information contained in this Quarterly
Report contains forward looking statements (as such term is defined in the
Securities Exchange Act of 1934 and the regulations thereunder), including
without limitation, statements as to the allowances for doubtful accounts and
credit losses, reserves for unpaid claims and claim settlement expenses, the
7
classification of the Company's investment portfolio and other statements as to
management's beliefs, expectations or opinions. Such forward looking statements
are subject to risks and uncertainties and may be affected by various factors
which may cause actual results to differ materially from those in the forward
looking statements. Certain of these risks, uncertainties and other factors are
discussed in this Quarterly Report or in the Company's Annual Report on
Form 10-K
for the year ended December 31, 1995, a copy of which may be obtained from the
Company upon request and without charge (except for the exhibits thereto).
6. Investment Considerations. In analyzing whether to make, or to continue,
an investment in the Company, investors should consider, among other factors,
certain investment considerations more particularly described in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, a copy of which
may be obtained from the Company upon request and without charge (except for the
exhibits thereto).
Item 2. Management s Discussion and Analysis of Financial Condition and
Results of Operations
Revenues for the three month period ended June 30, 1996 increased $3.3 million,
or 33.7%, from revenues for the three month period ended June 30, 1995. This
increase was primarily the result of increases in premiums earned and net
realized gains on investments. Direct premiums written increased $1.9 million,
or 14.2%, in the three month period ended June 30, 1996 when compared to the
same
period in 1995. The following table sets forth the direct premiums written by
the Company for the three month periods ended June 30, 1996 and 1995 by line of
business.
(In thousands)
Three months ended June 30,
1996 1995 %Change
Auto liability $ 6,954 $ 6,407 8.5 %
Auto physical damage 5,878 4,797 22.5 %
Workers compensation 1,323 1,333 ( .8)%
Inland marine 883 685 28.9 %
Other 267 185 44.3 %
Total $15,305 $13,407 14.2 %
Expenses for the three month period ended June 30, 1996 increased $3.2 million,
or 40.1%, over expenses for the three month period ended June 30, 1995. The
increase was the result of increases in net claims and claim settlement
expenses,
amortization of deferred acquisition costs and underwriting, general and
administrative expenses. Increases in net claims and claim settlement expenses
were the result of increases in earned premiums, as well as an increase in the
statutory loss ratio from 59.6% in 1995 to 66.5% in 1996. The increase in the
loss ratio was due primarily to an increase in the loss ratio of the Company's
liability products. As a result of recent unrelated verdicts in various
jurisdictions, a decision was made to increase reserves in the current period.
The increase in the amortization of deferred acquisition costs was primarily the
result of the increase in net premiums earned. Increases in underwriting,
general
and administrative expenses were primarily the result of increases in premiums
written. The statutory combined ratio for the three month period ended June 30,
1996 was 94.4%, an increase from 86.6% for the three month period ended June 30,
1995. The effective tax rate for each period was approximately 21%.
8
Revenues for the six month period ended June 30, 1996 increased $5.9 million,
or 31.1%, from revenues for the six month period ended June 30, 1995. This
increase was primarily the result of increases in premiums earned and net
realized gains on investments. Direct premiums written increased $4.9 million,
or 19.9%, in the six month period ended June 30, 1996 when compared to the same
period in 1995. The following table sets forth the direct premiums written by
the Company for the six month periods ended June 30, 1996 and 1995 by line of
business.
(In thousands)
Six months ended June 30,
1996 1995 %Change
Auto liability $13,119 $11,395 15.1 %
Auto physical damage 11,410 9,082 25.6 %
Workers compensation 3,111 2,548 22.1 %
Inland marine 1,739 1,367 27.2 %
Other 365 415 (12.0)%
Total $29,744 $24,807 19.9 %
Expenses for the six month period ended June 30, 1996 increased $6.9 million,
or 44.1%, over expenses for the six month period ended June 30, 1995. The
increase was primarily the result of increases in net claims and claim
settlement
expenses, amortization of deferred acquisition costs and underwriting, general
and administrative expenses. Increases in net claims and claim settlement
expenses were the result of increases in earned premiums, and an increase in the
statutory loss ratio from 60.2% in 1995 to 69.5% in 1996. Claims in the first
quarter of 1996 were negatively impacted by the most severe winter weather
conditions in recent history. Claims in the second quarter of 1996 were higher
due to an increase in the loss ratio of the Company's liability products. As a
result of recent unrelated verdicts in various jurisdictions, a decision was
made
to increase reserves in the current period. The increase in the amortization of
deferred acquisition costs was primarily the result of the increase in net
premiums earned. Increases in underwriting, general and administrative expenses
were primarily the result of increases in premiums written. The statutory
combined ratio for the six month period ended June 30, 1996 was 98.1%, an
increase from 87.3% for the six month period ended June 30, 1995. The decrease
in the effective tax rate from 21% in 1995 to 17% in 1996 is a result of a
greater portion of net income being attributable to tax exempt interest.
Liquidity and Capital Resources
Historically, the Company has generated funds sufficient to support its
operations and has maintained a high degree of liquidity in its investment
portfolio. The primary sources of funds to meet the demands of claim
settlements
and operating expenses are premiums, ceding commissions, investment income and
existing lines of credit. The Company s funds generally are invested in
securities with maturities intended to provide adequate funds to pay claims and
expenses without the forced sale of investments. The Company believes that its
current cash and short term investments, together with funds generated from
operations, will be sufficient to meet its operating and capital requirements
for
the foreseeable future.
Part II OTHER INFORMATION
Item 1. Legal Proceedings
None
9
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matter to a Vote of Security Holders
The Annual Meeting of Shareholders was held on May 16, 1996. The
only matter to be voted upon at the meeting was the election of
three directors for a term of three years. The results of the
election were as follows:
John J. Buchan, Jr. Peter D. Bennett Gary J. Orndorff
Voting For 3,338,717 3,338,717 3,338,717
Voting against
or withheld 30,335 30,335 30,335
Abstentions and
Broker
non-votes 722,391 772,391 772,391
The terms of the following directors will expire in:
(a) 1997
1. Kenneth R. Taylor
2. Charles W. Hash, Jr.
(b) 1998
1. L. Edward Sausman
2. William R. Tierney, Jr.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibits
(a) Exhibit 27.1 Financial data schedule
Reports on Form 8-K
None
10
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WALSHIRE ASSURANCE COMPANY
(Registrant)
DATE: August 9, 1996 /s/ Kenneth R. Taylor
Kenneth R. Taylor
President and Chief
Executive Officer
DATE: August 9, 1996 /s/ Gary J. Orndorff
Gary J. Orndorff
Vice President/Treasurer
and Chief Financial Officer
11
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WALSHIRE ASSURANCE COMPANY
(Registrant)
DATE: August 9, 1996 __________________________
Kenneth R. Taylor
President and Chief
Executive Officer
DATE: August 9, 1996 __________________________
Gary J. Orndorff
Vice President/Treasurer
and Chief Financial Officer
11