SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
---- Exchange Act of 1934
For quarterly period ended September 30, 2001
Transition report pursuant to Section 13 or 15(d) of the Securities
- ---- Exchange Act of 1934
For the transition period from to
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Commission File Number 333-34088
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Integon Re (Barbados), Limited
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(Exact name of registrant as specified in its charter)
Barbados N/A
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Financial Place, Collymore Rock, St. Michael, Barbados N/A
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(Address of principal executive offices) (Zip Code)
(246) 436-4895
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(Registrant's telephone number, including area code)
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
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
Class As of September 30, 2001
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Common Stock, no par-value 1,000,000
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This quarterly report, filed pursuant to Rule 13a-13 of the General Rules
and Regulations under the Securities Exchange Act of 1934, consists of the
following information as specified in Form 10-Q:
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
1. Balance Sheets, September 30, 2001 and December 31, 2000.
2. Statements of Operations and Retained Earnings for the three-month
periods ended September 30, 2001 and 2000 and the nine-month period
ended September 30, 2001 and the period from March 20, 2000 (date of
incorporation) to September 30, 2000.
3. Statements of Cash Flows for the nine-month period ended September 30,
2001 and the period from March 20, 2000 (date of incorporation) to
September 30, 2000.
In the opinion of Management, the accompanying financial statements reflect all
adjustments, consisting of normal recurring accruals, which are necessary for a
fair presentation of the results for the interim periods presented.
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INTEGON RE (BARBADOS), LIMITED
BALANCE SHEETS
(Expressed in U.S. Dollars)
September 30, 2001
(unaudited) December 31, 2000
ASSETS
Investments $ 1,010,000 $ 991,964
Cash and cash equivalents 6,688 13,537
Accrued investment income 128 490
Due from shareholder 56,346 37,676
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Total Assets $ 1,073,162 $ 1,043,667
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STOCKHOLDERS' EQUITY
Share Capital
Common Stock-no par value;
Authorized - unlimited shares; issued and
outstanding - 1,000,000 shares at September
30, 2001 and December 31, 2000 $ 1,000,000 $ 1,000,000
Retained Earnings 73,162 43,667
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Total Stockholders' Equity $ 1,073,162 $ 1,043,667
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INTEGON RE (BARBADOS), LIMITED
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS FOR THE THREE
MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000
AND THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2001
AND THE PERIOD FROM MARCH 20, 2000 TO SEPTEMBER 30, 2000
(UNAUDITED)
(Expressed in U.S. Dollars)
Three Month Period Nine Month Period Period March 20 to
Ended September 30, Ended September 30, September 30,
2001 2000 2001 2000
INCOME
Interest earned $ 7,482 $ 15,119 $ 29,495 $ 28,758
TOTAL INCOME 7,482 15,119 29,495 28,758
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RETAINED EARNINGS, beginning of
period 65,680 13,639 43,667 0
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RETAINED EARNINGS, end of period $ 73,162 $ 28,758 $ 73,162 $ 28,758
=============== ================= ================ ==================
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INTEGON RE (BARBADOS), LIMITED
STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2001 AND THE PERIOD FROM MARCH 20, 2000 TO
SEPTEMBER 30, 2000
UNAUDITED
(Expressed in U.S. Dollars)
Nine Month Period Ended Period March 20 to
September 30, 2001 September 30, 2000
Cash flows from operating activities:
Administrative expenses paid $ (18,670) $ (37,676)
Investment income received 29,857 28,595
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Net cash provided by/(used in) operating activities 11,187 (9,081)
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Cash flows from financing activities:
Proceeds from issuance of common stock 0 1,000,000
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Net cash provided by financing activities 0 1,000,000
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Decrease in cash and cash equivalents 11,187 990,919
Cash and cash equivalents,
beginning of period 1,005,501 0
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Cash and cash equivalents,
end of period $ 1,016,688 $ 990,919
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Reconciliation of net income to net cash provided by operating activities:
Net income $ 29,495 $ 28,758
Change in:
Accrued investment income 362 (163)
Due from shareholder (18,670) (37,676)
Net cash provided by/(used in) operating activities
end of period $ 11,187 $ (9,081)
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Item 2. Management's Discussion And Analysis of Financial Condition And
Results of Operations
Liquidity
The Company was incorporated on March 20, 2000 and as of the date of this
report, has not commenced operations. When it does, its liquidity requirements
will relate to payment of insurance losses, administrative expenses, and
dividends. Premiums generated by the Company's reinsurance business, combined
with investment earnings plus proceeds from the sale of the Company's
Participating Shares, will be its principal sources of funds. The Company
believes that such funds will be sufficient to meet its liquidity requirements
in 2001 and in future years to which its reinsurance liabilities will extend. No
capital expenditures are expected during the next few years.
Capital Resources
The Company's capitalization on December 31, 2000 and September 30, 2001,
consisted of paid in capital with respect to the Common Stock of $1,000,000, and
earnings retained for use in its business in the amount of $43,667 and $73,162,
respectively. In the future, the Company's capitalization will also include paid
in capital with respect to the Participating Shares which will range from
$125,000 to $7,500,000 (depending on the number of Participating Shares sold).
Barbados insurance law requires that the Company maintain a minimum
capitalization of $125,000 and, in addition, that the recorded value of the
Company's assets exceed its liabilities by: (a) $125,000 where the Company's
earned premium in the preceding financial year did not exceed $750,000; (b) an
amount equal to 20% of the Company's earned premium for the preceding financial
year, where such income exceeded $750,000 but did not exceed $5,000,000; and (c)
an amount equal to the aggregate of $1,000,000 and 10% of the amount by which
the Company's earned premium for the preceding financial year exceeded
$5,000,000. If the Company's net assets are less than mandated by Barbados law,
the Company has the right to reduce the business related to a Subsidiary Capital
Account by retrocession or any other means to the extent necessary to permit the
Subsidiary Capital Account to meet its pro rata share of the Company's required
capital and surplus.
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Results of Operations
Because the Company has not commenced operations as of the date of this report,
the Company's only income since incorporation has consisted of investment income
that the Company earned on paid in capital with respect to the Common Stock. For
the quarter ended September 30, 2001, the Company had $7,482 of investment
income compared with $15,119 of investment income for the comparable period of
the prior year. For the nine month period ended September 30, 2001, and the
period from March 20, 2000 (date of incorporation) to September 30, 2000, the
Company's income consisted of $29,495 and $28,758, respectively. The reduction
in investment income in the quarter under review compared to the comparable
period in the prior year is attributable to reductions in the rate of interest
paid on the Company's investments.
The foregoing Management Discussion and Analysis of Financial Condition and
Results of Operations contains various forward looking statements within the
meaning of applicable federal securities laws and are based upon the Company's
current expectations and assumptions concerning future events, which are subject
to a number of risks and uncertainties that could cause actual results to differ
materially from those anticipated.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
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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 thereunto duly authorized.
INTEGON RE (BARBADOS), LIMITED (Registrant)
By: s/Ronald W. Jones
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Ronald W. Jones
Vice President, Finance
Signing on behalf of
the Registrant, and
Principal Financial Officer
Dated: November 14, 2001
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