SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period from JULY 1, 1995 TO SEPTEMBER 30, 1995
Commission File No. 0-3978
UNICO AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 95-2583928
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
23251 MULHOLLAND DRIVE WOODLAND HILLS, CALIFORNIA 91364
(Address of Principal Executive Offices) (Zip Code)
(818) 591-9800
Registrant's telephone number
Securities registered pursuant to Section 12(b) of the Act:
NONE
(Title of each class)
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
NO CHANGE
(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
----- -----
5,957,645
Number of shares of common stock outstanding as of November 8, 1995
1 of 10
PART 1
FINANCIAL STATEMENTS FINANCIAL INFORMATION
UNICO AMERICAN CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, MARCH 31,
1995 1995
------------- ------------
ASSETS
Investments
Fixed maturities, available-for-sale at market value
(amortized cost $64,156,105 at September 30,
1995 and $60,707,261 at March 31, 1995) $65,069,547 $60,438,930
Equity securities, at market (cost $299,840 at
September 30, 1995) 332,100 --
Short-term investments, at cost 3,207,687 3,382,301
----------- -----------
Total Investments 68,609,334 63,821,231
Cash 152,914 173,232
Accrued investment income 1,227,545 1,368,773
Accounts and notes receivable, net 8,756,157 8,061,352
Reinsurance recoverable:
Paid losses & loss adjustment expenses 227,991 56,173
Unpaid losses & loss adjustment expenses 5,159,845 4,737,448
Prepaid reinsurance premiums 1,651,308 2,784,432
Deferred policy acquisition costs 4,126,050 4,113,936
Property and equipment (net of accumulated depreciation) 302,596 335,495
Deferred income taxes 1,340,392 1,610,075
Other assets 588,709 394,554
----------- -----------
Total Assets $92,142,841 $87,456,701
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Unpaid losses and loss adjustment expenses $35,240,980 $32,370,752
Unearned premium reserve 18,993,452 19,569,975
Advance premiums 1,608,989 1,652,377
Funds held as security for performance 822,818 750,824
Accrued expenses and other liabilities 2,531,897 2,174,560
Income taxes payable 1,200 315,385
Note payable - Bank 3,670,001 3,975,001
Note payable - Related Party -- 500,000
----------- -----------
Total Liabilities $62,869,337 $61,308,874
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, no par - authorized 10,000,000 shares,
issued and outstanding shares 5,957,645 at September 30, 1995,
and 5,957,645 at March 31, 1995 2,834,801 2,834,801
Net unrealized investment gains (losses) 624,163 (177,098)
Retained earnings 25,814,540 23,490,124
----------- -----------
Total Stockholders' Equity 29,273,504 26,147,827
----------- -----------
Total Liabilities and Stockholders' Equity $92,142,841 $87,456,701
=========== ===========
See notes to consolidated financial statements.
2 of 10
UNICO AMERICAN CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995 1994
---------------------------- --------------------------
REVENUES
Insurance Company Revenues
Premium earned $9,394,397 $9,689,094 $18,907,572 $19,002,580
Premium ceded 1,725,645 2,438,207 3,726,469 4,692,126
------------ ----------- ------------ -----------
Net premium earned 7,668,752 7,250,887 15,181,103 14,310,454
Investment income 898,222 762,227 1,792,068 1,513,743
Net realized investment gains 7,192 -- 7,192 7,552
Other income (expense) -- (185) 713 470
------------ ----------- ------------ -----------
Total insurance company revenue 8,574,166 8,012,929 16,981,076 15,832,219
Other Revenues from Insurance Operations
Gross commissions and fees 1,443,159 1,428,332 2,850,792 2,832,630
Investment income 37,969 31,382 76,004 62,022
Finance charges and late fees earned 341,419 330,266 653,284 643,818
Other income 3,488 23,422 8,637 26,942
------------ ----------- ------------ -----------
Total Revenues 10,400,201 9,826,331 20,569,793 19,397,631
------------ ----------- ------------ -----------
COSTS AND EXPENSES
Losses & loss adjustment expenses 4,272,103 4,737,106 8,394,877 9,276,834
Policy acquisition costs 2,127,910 2,042,861 4,213,557 4,023,882
Salaries and employee benefits 904,675 989,313 1,828,996 1,868,030
Commissions to agents/brokers 331,882 334,907 657,772 678,139
Other operating expenses 760,043 728,831 1,643,154 1,563,736
------------ ----------- ------------ -----------
Total Costs and Expenses 8,396,613 8,833,018 16,738,356 17,410,621
------------ ----------- ------------ -----------
Income Before Taxes 2,003,588 993,313 3,831,437 1,987,010
Income Tax Provision 589,443 230,243 1,089,986 477,277
------------ ----------- ------------ -----------
Net Income $1,414,145 $ 763,070 2,741,451 1,509,733
============ ===========
Dividends Paid to Stockholders 417,035 417,058
Retained Earnings April 1, 23,490,124 20,115,131
------------ -----------
Retained Earnings September 30, $25,814,540 $21,207,806
============ ===========
PER SHARE DATA
Weighted Average Common
Shares Outstanding: 6,141,924 6,056,363 6,117,200 6,072,203
Earnings Per Share: $0.23 $0.13 $0.45 $0.25
See notes to consolidated financial statements.
3 of 10
UNICO AMERICAN CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994
------------- ------------
Net Income $2,741,451 $1,509,733
Charges (credits) to reconcile net income
to net cash from operations
Depreciation & amortization 53,880 55,935
Bond amortization, net 295,974 362,490
Accrued investment income 141,228 (116,452)
Accounts receivable (694,805) (1,004,879)
Deferred policy acquisition costs (12,114) (432,581)
Reinsurance recoverable (594,215) (613,726)
Other assets (194,154) 183,150
Reserve for unpaid losses & loss adjustment expenses 2,870,228 4,784,530
Prepaid reinsurance premiums 1,133,124 54,058
Unearned premium reserve (576,523) 1,902,680
Net realized (gains) on sales of fixed maturities (7,192) (131,199)
Net realized loss on sales of equity securities -- 123,647
Funds held as security & advanced premiums 28,606 11,277
Income taxes current/deferred (457,273) (141,323)
Accrued expenses & other liabilities 357,338 24,506
---------- -----------
Net cash provided from operations 5,085,553 6,571,846
---------- -----------
Investing Activities
Purchase of fixed maturity investments (12,504,658) (15,172,854)
Proceeds from maturity of fixed maturity investments 8,442,840 3,914,000
Purchase of equity securities at cost (299,840) (5,933)
Proceeds from sale of equity securities -- 1,051,216
Proceeds from sale of fixed maturities 324,189 4,624,470
Net decrease (increase) in short-term investments 174,614 (541,142)
Additions to property & equipment (20,981) (45,799)
---------- -----------
Net cash (used) by investing activities (3,883,836) (6,176,042)
---------- -----------
Financing Activities
Proceeds from issuance of common stock -- 35,000
Proceeds (repayment) of note payable - Bank (305,000) 192,000
Repayment of note payable - Related party (500,000) --
Dividends paid to Stockholders (417,035) (417,058)
Net cash provided (used) by financing activities (1,222,035) (190,058)
Net increase (decrease) in cash (20,318) 205,746
Cash at beginning of period 173,232 205,612
---------- -----------
Cash at end of period $152,914 $411,358
========== ===========
Supplemental cash flow information
Cash paid during the period for:
Interest $175,497 $169,768
Income taxes $1,234,615 $437,000
See notes to consolidated financial statements.
4 of 10
UNICO AMERICAN CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Unico American Corporation is an insurance holding company. Unico
American and its subsidiaries, all of which are wholly owned (the
"Company"), provides primarily in California, property, casualty,
health and life insurance, and related premium financing.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Unico
American Corporation and its subsidiaries. All significant inter-
company accounts and transactions have been eliminated in
consolidation.
BASIS OF PRESENTATION
The consolidated financial statements have been prepared in conformity
with generally accepted accounting principles (GAAP) which differ in
some respects from those followed in reports to insurance regulatory
authorities.
INVESTMENTS
Although all of the Company's fixed maturity investments are
classified as available-for-sale and are stated at market value, the
Company's investment guidelines place primary emphasis on buying and
holding high quality investments. Investments in equity securities
are carried at market value. The unrealized gains or losses from
fixed maturities and equity securities are reported as a separate
component of stockholders' equity, net of any deferred tax effect.
Short-term investments are carried at cost which approximates market
value. When a decline in the value of a fixed maturity or equity
security is considered other than temporary, a loss is recognized in
the consolidated statement of operations. Realized gains and losses
are included in the consolidated statements of operations based upon
the specific identification method.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated
depreciation. Depreciation is computed using accelerated depreciation
methods over the estimated useful lives of the related assets.
INCOME TAXES
The provision for income taxes is computed on the basis of income as
reported for financial reporting purposes under generally accepted
accounting principles. Deferred income taxes arise principally from
certain assets and liabilities which are recognized for income tax
purposes in different periods than for financial statements.
NOTE 2 - RESTRICTED FUNDS
As required by law, the Company segregates from its operating accounts
premiums collected from insureds into separate trust accounts. As of
September 30, 1995, these trust funds represent $3,203,800 of the
Company's cash and short-term investments. In addition, $725,000 of
the Company's investments represent statutory deposits of Crusader
which are assigned to and held by the California State Treasurer and
the Insurance Commissioner of the State of Nevada. These deposits are
required for Crusader to write certain lines of business in California
and for its admission in states other than California.
NOTE 3 - FUNDS HELD AS SECURITY
Funds held as security for performance represent funds received in
order to guarantee the contractual obligations entered into with
customers.
5 of 10
UNICO AMERICAN CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
NOTE 4 - STATUTORY CAPITAL AND SURPLUS
As of September 30, 1995, Crusader's statutory capital and surplus was
deemed sufficient to support its present insurance premium writings.
NOTE 5 - INCENTIVE STOCK OPTION PLAN
The Company's 1985 stock option plan provides for the grant of
"incentive stock options" to officers and key employees. The plan
covers an aggregate of 1,500,000 shares of the Company's common stock
(subject to adjustment in the case of stock splits, reverse stock
splits, stock dividends, etc.). As of September 30, 1995, 680,000
options were outstanding, of which 504,670 were currently exercisable.
There are no additional options available for future grant under the
1985 plan.
NOTE 6 - CLAIMS AND LITIGATION
The Company, by virtue of the nature of the business conducted by it,
becomes involved in numerous legal proceedings in which it may be
named as either plaintiff or defendant. The Company is required to
resort to legal proceedings from time-to-time in order to enforce
collection of premiums and other commissions or fees for the services
rendered to customers or to their agents. These routine items of
litigation do not materially affect the Company and are handled on a
routine basis by the Company through its general counsel.
Likewise, the Company is sometimes named as a cross-defendant in
litigation which is principally directed against that insurer who has
issued a policy of insurance directly or indirectly through the
Company. Incidental actions are sometimes brought by customers or
other agents which relate to disputes concerning the issuance or non-
issuance of individual policies. These items are also handled on a
routine basis by the Company's general counsel, and they do not
materially affect the operations of the Company. Management is
confident that the ultimate outcome of pending litigation should not
have an adverse effect on the Company's consolidated operation or
financial position.
NOTE 7 - LEASE COMMITMENTS AND CONTINGENCIES
The Company presently occupies a 46,000 square foot building located
at 23251 Mulholland Drive, Woodland Hills, California, under a master
lease expiring March 31, 2007. The lease provides for an annual gross
rental of $1,025,952. Erwin Cheldin, the Company's president,
chairman and principal stockholder, is the owner of the building. The
terms of the lease at inception and at the time the lease extension
was executed were at least as favorable to the Company as could have
been obtained from unaffiliated third parties.
The Company utilizes for its own operation 100% of the space it
leases.
NOTE 8
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all necessary adjustments, which consist
of normal recurring adjustments, to present fairly the results of
operations for the three months and six months ended September 30,
1995, and September 30, 1994.
NOTE 9
The results of operations for the three and six months ended September
30, 1995 should not be considered as necessarily indicative of the
results to be expected for the full year.
6 of 10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(a) LIQUIDITY AND CAPITAL RESOURCES:
Due to the nature of the Company's business (insurance and insurance
services) and whereas Company growth does not normally require
material reinvestment of profits into property or equipment, the cash
flow generated from operations usually results in improved liquidity
for the Company.
Crusader generates a significant amount of cash as a result of its
holdings of unearned premium reserves, reserves for loss payments and
its capital and surplus. Crusader's loss and loss adjustment expense
payments are the most significant cash flow requirement of the
Company. These payments are continually monitored and projected to
ensure that the Company has the liquidity to cover these payments
without the need to liquidate its investments. As of September 30,
1995, the Company had cash and cash investments of $67,816,346 (at
amortized cost) of which $64,306,954 (95%) were investments of
Crusader.
As of the quarter ended September 30, 1995, the Company had invested
$64,156,105 (at amortized cost) or 95% of its invested assets in fixed
maturity obligations. Although all of the Company's fixed maturity
investments are classified as available-for-sale, the Company's
investment guidelines place primary emphasis on buying and holding
high quality investments. The balance of the Company's investments
are in equity securities consisting of a regional telephone company,
high quality short-term investments which include bank money market
accounts, certificates of deposit, commercial paper and a short-term
treasury money market fund.
The Company's investments in fixed maturity obligations of $64,156,105
include $35,296,436 (55%) of tax exempt, pre-refunded state and
municipal bonds. The tax exempt interest income earned for the three
and six months ended September 30, 1995, was $432,558 and $927,013
respectively.
The Company's investment policy limits investments in any one company
to no more than $1,000,000. This limitation excludes bond premiums
paid in excess of par value and U.S. Government or U.S. Government
guaranteed issues. All Unico investments are high grade investment
quality.
There are no material commitments for capital expenditures as of the
date of this report.
The Company's premium finance subsidiary, American Acceptance
Corporation ("AAC"), has a bank credit line of $6,000,000 with a
variable rate of interest based on fluctuations in the London Inter
Bank Offered Rate ("LIBOR"). This credit line is only used to provide
AAC with funds to finance insurance premiums.
The Company believes that its cash and short-term investments at the
quarter end, net of trust restriction of $3,203,800 and statutory
deposits of $725,000 and dividend restriction between Crusader and
Unico plus the cash to be generated from operations, should be
sufficient to meet its operating requirements (excluding funds to
finance insurance premiums discussed above) during the next twelve
months without the necessity of borrowing additional funds.
Although the Company was not dependent upon dividends from Crusader
during the six months ended September 30, 1995, it received a $500,000
dividend from Crusader on August 14, 1995. These funds were primarily
used to fund the Company's cash dividend to shareholders.
On August 14, 1995, the Company paid the $0.07 (seven cents) per
common share cash dividend which was declared by the Board of
Directors on May 16, 1995, to shareholders of record at the close of
business on July 31, 1995.
7 of 10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
(b) RESULTS OF OPERATIONS:
All comparisons made in this discussion are comparing the three and
six months ended September 30, 1995, to the three and six months ended
September 30, 1994, unless otherwise indicated.
The Company recognized net income of $1,414,145 for the three months
and $2,741,451 for the six months ended September 30, 1995, compared
to net income of $763,070 for the three months and $1,509,733 for the
six months ended September 30, 1994.
Total revenues for the Company increased $573,870 (6%) for the three
months and $1,172,162 (6%) for the six months ended September 30,
1995, when compared to the three and six months ended September 30,
1994.
INSURANCE COMPANY OPERATION
Insurance company underwriting income (net earned premium less loss
and loss adjustment expenses and policy acquisition costs) was
$1,268,739 for the three months and $2,572,669 for the six months
ended September 30, 1995, compared to underwriting income of $470,920
for the three months and $1,009,738 for the six months ended September
30, 1994.
PREMIUM EARNED before reinsurance decreased $294,697 (3%) for the
three months and $95,008 (1%) for the six months. The decrease in
premium earned was primarily attributable to Crusader's decision to
intentionally reduce its Other Liability line in an effort to improve
the utilization of its surplus. The decrease in the Other Liability
line earned premium for the three months and six months ended
September 30, 1995 was $1,685,630 and $2,911,671 respectively.
Crusader's primary line of business is its Commercial Package line,
representing approximately 95% of total earned premium for the three
months and 92% for the six months ended September 30, 1995. This line
of business continued to grow with earned premium increasing
$1,545,005 (21%) to $8,932,147 for the three months and $3,062,832
(21%) to $17,423,667 for the six months ended September 30, 1995.
Ceded premium decreased from 25% of premium earned to 18% for the
three months ended and from 25% to 20% for the six months ended
September 30, 1995, primarily as a result of the reduction in Other
Liability premium (which cedes a higher percentage of premium than
Crusader's other lines) and a reduction in reinsurance ceded due to an
increase in loss retention from $100,000 to $150,000 on April 1, 1995.
The Company's net premium earned increased $417,865 (6%) for the three
months and $870,649 (6%) for the six months ended September 30, 1995.
LOSSES AND LOSS ADJUSTMENT EXPENSES were 56% and 55% of net premium
earned for the three and six months ending September 30, 1995
respectively, compared to 65% of net premium earned for both the three
and six months ended September 30, 1994. The decrease in the loss
ratios for the quarter and year to date is primarily due to the
favorable development of prior period losses.
POLICY ACQUISITION COSTS consist of commissions, premium taxes,
inspection fees, and certain other underwriting costs which are
directly or indirectly related to the production of Crusader insurance
policies. These costs include both Crusader expenses and allocated
expenses of other Unico subsidiaries. Crusader's reinsurer pays the
Crusader a ceding commission which is primarily a reimbursement of the
acquisition cost related to the ceded premium.
Policy acquisition costs, net of ceding commission, are deferred and
amortized as the related premiums are earned. These costs increased
by $85,049 (4%) for the three months and increased by $189,675 (5%)
for the six months due to the related increase in Crusader's net
earned premium.
8 of 10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
(b) RESULTS OF OPERATIONS (CONTINUED):
INVESTMENT INCOME, excluding realized investment gains, increased
$142,582 (18%) for the three months and $292,307 (19%) for the six
months ended September 30, 1995, compared to the three and six months
ending September 30, 1994. This increase was primarily due to a 13%
increase (at amortized cost) in invested assets.
There were no significant changes in other revenue or expense items.
The effect of inflation on net income of the Company during the three
and six months ended September 30, 1995, and 1994 was not significant.
There were no material items or significant elements included in the
results of operations which arose from or were not necessarily
representative of the Company's ongoing business.
PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On August 11, 1995 the Company held its Annual Meeting of
Shareholders.
(b) Proxies for the meeting were solicited pursuant to Regulation 14
under the Securities Exchange Act of 1934; there was no
solicitation in opposition to nominees of the Board of Directors as
listed in the Proxy Statement and all of such nominees were elected.
(c) At the meeting, the following persons were elected by the vote
indicated (there were no abstentions or broker non-votes) as
directors to serve until the next annual meeting of shareholders
and until their successors are duly elected and qualified:
AGAINST OR
NAME FOR WITHHELD
---- --- ----------
Erwin Cheldin 4,717,344 22,824
Lester A. Aaron 4,717,344 22,824
Cary L. Cheldin 4,717,344 22,824
George C. Gilpatrick 4,717,344 22,824
Roger H. Platten 4,717,344 22,824
David A. Lewis 4,717,344 22,824
Bernard R. Gans 4,717,344 22,824
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K:
None
9 of 10
UNICO AMERICAN CORPORATION
AND SUBSIDIARIES
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 there unto authorized.
UNICO AMERICAN CORPORATION
Date: November 9, 1995 By: /s/ ERWIN CHELDIN
-------------------------------------------
Erwin Cheldin
Chairman of the Board, President and Chief
Executive Officer, (Principal Executive Officer)
Date: November 9, 1995 By: /s/ LESTER ALAN AARON
-------------------------------------------
Lester Alan Aaron
Treasurer, Chief Financial Officer, (Principal
Accounting and Principal Financial Officer)
10 of 10
EXHIBIT INDEX
TO
UNICO AMERICAN CORPORATION QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995
NO. ITEM
- -- ----
27 FINANCIAL DATA SCHEDULE