1 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 Quarter Ended September 30, 1997 Commission file number 0-5537 Gryphon Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 13-3287060 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 30 Wall Street, New York, New York 10005-2201 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code:(212) 825-1200 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 practicable date. Class Outstanding at September 30, 1997 Common stock, par value $.01 6,688,340 Gryphon Holdings Inc. TABLE OF CONTENTS Part I. FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheets at September 30, 1997 and December 31, 1996 3 Consolidated Statements of Income for the three and nine months ended September 30, 1997 and 1996 4 Consolidated Statements of Cash Flows for the nine months ended September 30, 1997 and 1996 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 Signatures 13 EXHIBIT 27 Financial Data Schedule 14 Gryphon Holdings Inc. and Subsidiaries Consolidated Balance Sheets September 30, December 31, 1997 1996 Assets (Dollars in thousands) Investments: Fixed maturities, available for sale, at fair value (amortized cost: 9/30/97 - $268,870; 12/31/96 - $274,515) $275,600 $280,164 Short-term investments, at cost, which approximates market 307 307 Total investments 275,907 280,471 Cash and cash equivalents 29,552 23,398 Accrued investment income 3,647 3,919 Premiums receivable 17,246 18,509 Reinsurance recoverable on paid losses 24,445 14,326 Reinsurance recoverable on unpaid losses 162,590 137,952 Prepaid reinsurance premiums 13,622 18,965 Deferred policy acquisition costs 13,646 12,415 Deferred income taxes 9,777 10,282 Other assets 9,019 6,747 Total assets $559,451 $526,984 Liabilities and Stockholders' Equity Policy liabilities: Unpaid losses and loss adjustment expenses $343,782 $309,259 Unearned premiums 66,385 68,683 Total policy liabilities 410,167 377,942 Reinsurance balances payable 12,267 16,207 Income taxes payable 1,444 55 Long-term debt 22,000 24,625 Other liabilities 9,311 13,019 Total liabilities 455,189 431,848 Commitments and contingencies Stockholders' equity: Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued or outstanding Common stock, $.01 par value; 15,000,000 shares authorized; 8,148,050 shares issued 81 81 Additional paid-in capital 30,753 30,847 Foreign currency translation adjustment, net of tax (228) (219) Net unrealized investment gains, net of tax 4,370 3,672 Deferred compensation (226) (257) Retained earnings 94,306 86,271 Treasury stock, at cost; shares 1997:1,459,710; 1996:1,487,075 (24,794) (25,259) Total stockholders' equity 104,262 95,136 Total liabilities and stockholders' equity$559,451 $526,984 See accompanying notes to consolidated financial statements. These statements are subject to year-end audit. Gryphon Holdings Inc. and Subsidiaries Consolidated Statements of Income Three months ended Nine months ended September 30, September 30, 1997 1996 1997 1996 (Dollars and shares in thousands, except per-share data) Revenues Gross premiums written $37,290 $44,807 $113,688 $118,743 Net premiums written 28,223 28,165 79,855 71,963 Net premiums earned 27,783 22,292 76,801 65,423 Net investment income 4,344 4,065 12,829 12,145 Realized gains on investments 2,601 4 2,630 616 Other income 296 389 794 944 Total revenues 35,024 26,750 93,054 79,128 Expenses Losses and loss adjustment expenses 17,895 13,958 47,862 41,913 Underwriting, acquisition, and insurance expenses 11,712 10,099 33,730 29,285 Interest expense 398 444 1,228 1,317 Total expenses 30,005 24,501 82,820 72,515 Income before income taxes 5,019 2,249 10,234 6,613 Provision for income taxes (benefit): Current 872 262 2,070 1,214 Deferred 450 1 129 (429) Total income taxes 1,322 263 2,199 785 ______ ______ ______ ______ Net income $3,697 $1,986 $8,035 $5,828 Net income per-share data Net income $0.55 $0.30 $1.20 $0.88 Weighted average shares outstanding 6,688 6,660 6,680 6,655 See accompanying notes to consolidated financial statements. These statements are subject to year-end audit. Gryphon Holdings Inc. and Subsidiaries Consolidated Statements of Cash Flows Nine months ended September 30, 1997 1996 (Dollars in thousands) Operating activities Net income $8,035 $5,828 Adjustments to reconcile net income to net cash provided by operating activities: Increase in net policy liabilities 2,811 23,744 Decrease (increase) in premiums receivable 1,263 (4,946) Increase in deferred policy acquisition costs (1,231) (1,461) Deferred income tax provision 129 (429) Decrease (increase) in other assets and liabilities (4,160) 2,313 Amortization and depreciation 573 445 Amortization of bond discount, net 352 736 Realized gains on investments (2,630) (616) Decrease in reinsurance balances payable (3,940) (9,117) (Increase) decrease in accrued investment income 272 (89) Net cash provided by operating activities 1,474 16,408 Investing activities Sales of fixed maturities 304,542 183,008 Purchases of fixed maturities (298,471) (204,130) Maturities or calls of fixed maturities 1,800 2,200 Capital expenditures (959) (1,950) Net cash provided by (used in) investing activities 6,912 (20,872) Financing activities Principal payment on long-term debt (2,625) Issuance of common stock 342 69 Deferred compensation 60 48 Net cash provided by (used in) financing activities (2,223) 117 Effect of exchange rate changes on cash (9) 7 Increase (decrease) in cash and cash equivalents 6,154 (4,340) Cash and cash equivalents at beginning of period 23,398 27,337 Cash and cash equivalents at end of period $29,552 $22,997 Supplemental disclosure of cash flow information Income taxes paid $530 $1,701 Interest paid 1,228 1,317 See accompanying notes to consolidated financial statements. These statements are subject to year-end audit. 1. Basis of Presentation Gryphon Holdings Inc. (the "Company") operates through its main subsidiary, Gryphon Insurance Group Inc., as a specialty property and casualty underwriting organization. The Company's wholly owned insurance company subsidiaries are Associated International Insurance Company and Calvert Insurance Company. The accompanying financial statements include, for all periods presented, the accounts and operations of Gryphon Holdings Inc. and its subsidiaries. 2. Principles of Consolidation The accompanying consolidated financial statements have been prepared on the basis of generally accepted accounting principles, which as to the two wholly owned insurance company subsidiaries differ from the statutory accounting practices prescribed or permitted by regulatory authorities, and include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 3. Investments Fair values are based on quoted market prices, when available, or estimates based on market prices for similar securities, when quotes are not available. Short-term investments are carried at cost, which approximates their fair value. Realized gains and losses from the sales or liquidation of investments are determined on the basis of the specific identification method and are included in net income. Investment income is recognized when earned. The amortization of premium and accretion of discount for fixed maturity securities are computed utilizing the interest method. The major components of net investment income are summarized as follows: For the three months For the nine months ended September 30, ended September 30, 1997 1996 1997 1996 (Dollars in thousands) Fixed maturities $4,151 $4,007 $12,212 $12,057 Cash, cash equivalents and short-term investments 441 279 1,353 869 Total investment income 4,592 4,286 13,565 12,926 Less related expenses 248 221 736 781 Net investment income $4,344 $4,065 $12,829 $12,145 The gross realized gains and losses from sales of fixed income securities are as follows: For the three months For the nine months ended September 30, ended September 30, 1997 1996 1997 1996 (Dollars in thousands) Gross realized gains $2,711 $244 $3,879 $2,150 Gross realized losses (110) (240) (1,249) (1,534) Net realized gain on sales $2,601 $4 $2,630 $616 At September 30, 1997 and December 31, 1996, the amortized cost and estimated fair values of investments in fixed maturities, by categories of securities, and short-term investments were as follows: Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value (Dollars in thousands) September 30, 1997 U.S. Treasury securities and obligations of U.S. government corporations and agencies 59,613 738 (11) 60,340 Debt securities issued by foreign governments 5,763 156 (1) 5,918 Tax-exempt obligations of states and political subdivisions 113,659 4,709 (18) 118,350 Mortgage-backed securities 54,620 674 (32) 55,262 Corporate securities 35,215 630 (115) 35,730 268,870 6,907 (177) 275,600 Short-term investments 307 307 $269,177 $6,907 $(177) $275,907 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value (Dollars in thousands) December 31, 1996 U.S. Treasury securities and obligations of U.S. government corporations and agencies $55,845 $826 $(87) $56,584 Debt securities issued by foreign governments 5,747 186 (10) 5,923 Tax-exempt obligations of states and political subdivisions 141,686 4,718 (69) 146,335 Mortgage-backed securities 43,381 294 (214) 43,461 Corporate securities 27,856 345 (340) 27,861 274,515 6,369 (720) 280,164 Short-term investments 307 307 $274,822 $6,369 $(720) $280,471 4. Long-Term Debt In September 1995, the Company purchased 1.5 million shares of its common stock beneficially owned by Willis Corroon Group plc for a purchase price of $25.5 million, including related expenses. The Company financed its purchase through an unsecured term loan from commercial lending institutions. This loan matures in varying amounts through 2002 with interest payable at least quarterly. The term loan interest rate is equivalent to either the bank's prime rate or the London Interbank Offered Rate ("LIBOR") plus 1%, at the discretion of the Company. The term- loan agreement contains certain restrictive covenants, including restrictions on the Company's ability to declare or pay any cash dividends to its shareholders. As of September 30, 1997, the weighted average interest rate was 6.89 %, and the fair value of the loan approximated the carrying value. Principal payments due on the term loan are as follows: Principal Amount Year ending December 31, (Dollars in thousands) 1997 $875 1998 3,625 1999 4,125 2000 4,625 2001 5,000 Thereafter 3,750 Total $22,000 In October of 1995, the Company entered into an interest rate swap agreement with a commercial lending institution in order to reduce the impact of interest rate fluctuations on the Company's term loan. The interest rate swap was effected with respect to the first $15.5 million of scheduled principal amortizations of the $25.5 million loan. The impact of the swap was to create an effective fixed rate of 6.97% on the $15.5 million principal amount. As of September 30, 1997, the fair value of the interest rate swap approximated the carrying value. 5. Earnings Per Share Earnings per common share are based on the average number of shares outstanding during each period; the exercise of outstanding stock options would have no significant dilutive effect on earnings per share. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", which will be effective for both interim and annual periods ending after December 15, 1997. Earlier application is not permitted. SFAS No. 128 establishes standards for computing and presenting earnings per share. Primary earnings per share will be replaced with basic earnings per share and calculated by dividing income available to common stockholders by weighted average number of outstanding common shares during the period. Fully diluted earnings per share will be replaced by diluted earnings per share and calculated by including additional common shares that would have been outstanding if potential dilutive shares had been issued during the period. The adoption of SFAS No. 128 will have no material effect on the calculation of the Company's earnings per share. 6. Recent Accounting Pronouncement In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income", which establishes standards for the reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income encompasses all changes in shareholders' equity and includes net income, net unrealized capital gains or losses on available for sale securities and foreign currency translation adjustments. As this new standard only requires additional information in a financial statement, it will not affect the Company's financial position or results of operations. SFAS No. 130 is effective for fiscal years beginning after December 31, 1997, with earlier application permitted. The Company is currently evaluating the presentation alternatives permitted by the statement. 7. Unaudited Consolidated Financial Statements In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the results of operations and financial position of the Company for the periods ended September 30, 1997 and 1996. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes to financial statements as contained in the Company's 1996 Annual Report on Form 10-K. The results of operations for the period presented are not necessarily indicative of the results to be expected for the entire year. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. General The Company is a holding company that, through its subsidiaries, underwrites specialty property and casualty insurance in sectors of the insurance industry that are generally considered difficult to insure. Many of the coverages written by the Company can be categorized as excess and surplus lines, which generally means that the risks are nonstandard or that the policies in respect of the risks are written with unusual limits or at deviated rates. The property and casualty insurance industry is highly cyclical. The excess and surplus lines sectors of the property and casualty insurance industry are often subject to greater cyclicality and volatility than the industry in general. During soft markets, large standard lines insurers often utilize excess capacity to assume risks in excess and surplus and specialty lines. During hard markets, such insurers tend to abandon the excess and surplus and specialty lines to the carriers that concentrate in these sectors. Thus, capacity in these lines will fluctuate substantially, often with fluctuations in revenues or profits, or both. Results of Operations Third quarter of 1997 Compared with the Third quarter of 1996 Gross Premiums Written. Gross premiums written were $37.3 million for the third quarter of 1997, compared with $44.8 million for the third quarter of 1996. In 1997, the Company's gross premiums written decreased due to business lost as a result of premium rate competition, which has affected the following lines of business: a $2.6 million decrease in other property, primarily in the Company's national accounts business; a $2.4 million decrease in casualty premiums; a $2.1 million decrease in Difference in Conditions (DIC) premiums; and a $0.5 million decrease in commercial automobile premiums. Net Premiums. Net premiums written were $28.2 million for the third quarter of 1997 compared with $28.2 million for the third quarter of 1996. Net premiums written were favorably affected in 1997 as a result of a new reinsurance program, which reduced reinsurance premiums ceded by increasing net retentions to $500,000 per risk in most lines of business. Net premiums in the third quarter of 1997 were also increased by a premium adjustment on a reinsurance contract. The benefit of the reduced reinsurance premiums ceded was offset by the effect of a decrease in gross written premiums, which was caused by the competitive premium rate conditions in the property and casualty marketplace. Net premiums earned increased 25% to $27.8 million for the third quarter of 1997 from $22.3 million for the third quarter of 1996, as a result of increased net retentions, a reinsurance premium adjustment and reduced reinsurance premiums ceded from the Company's new reinsurance program, effective in the fourth quarter of 1996. Net Investment Income. Net investment income increased 7% to $4.3 million for the third quarter of 1997 from $4.1 million for the third quarter of 1996. In 1997, net investment income was affected by additional funds available for investment, but also by lower average interest rates compared with the third quarter of 1996. Net Realized Gains on Investments. In the third quarter of 1997, the Company realized a net gain of $2.6 million, compared to a net gain of four thousand dollars in the third quarter of 1996. Portfolio sales were effected in the third quarter of 1997 to optimize the mix of taxable and tax-exempt investments. Other Income. For the third quarter of 1997, the Company's other income was $0.3 million, compared with $0.4 million for the third quarter of 1996. The Company receives underwriting management fees for DIC business underwritten on behalf of a companion carrier. This income decreased in the third quarter of 1997 due to competitive market conditions. Losses and Loss Adjustment Expenses. Losses and loss adjustment expenses increased 28% to $17.9 million for the third quarter of 1997 from $14.0 million for the third quarter of 1996, due to increased earned premium exposures and reserve increases of $1.4 million for prior period development in the casualty, commercial automobile and other property lines of business. In 1996, the Company strengthened reserves by $1.8 million with respect to a truck leasing program and a used car dealers program, each discontinued during 1995. Losses and loss adjustment expenses were 64.4% of net premiums earned in the third quarter of 1997, compared with 62.6% in the third quarter of 1996. Underwriting, Acquisition, and Insurance Expenses. Underwriting, acquisition, and insurance expenses increased 16% to $11.7 million for the third quarter of 1997 from $10.1 million for the third quarter of 1996, largely due to increased acquisition costs, primarily net commission expenses. Interest Expense. For the third quarter of 1997, interest expense was $0.4 million compared with $0.4 million for the third quarter of 1996. Interest expense resulted from a term loan used to purchase 1.5 million shares of the Company's common stock in 1995. Income Taxes. The Company recorded a tax expense of $1.3 million in the third quarter of 1997, compared with $0.3 million for the third quarter of 1996. Net Income. Net income was $3.7 million for the third quarter of 1997, compared with $2.0 million for the third quarter of 1996. Nine months Ended September 30, 1997 Compared with the Nine months Ended September 30, 1996 Gross Premiums Written. Gross premiums written were $113.7 million for the nine months ended September 30, 1997, compared with $118.7 million for the nine months ended September 30, 1996. In 1997, the Company's gross premiums written decreased due to business lost as a result of premium rate competition, which has affected the following lines of business: a $5.7 million decrease in other property, primarily in the Company's national accounts business; a $0.8 million decrease in casualty premiums; a $0.5 million decrease in Difference in Conditions (DIC) premiums; and a $0.4 million decrease in commercial automobile premiums. Such decreases were partially offset by a $1.3 million increase in Architects' and Engineers' coverages, due to expanded marketing and enhanced coverages offered, and a $0.9 million increase in specialty programs. Net Premiums. Net premiums written increased 11% to $79.9 million for the nine months ended September 30, 1997 from $72.0 million for the nine months ended September 30, 1996. Net premiums written increased as a result of a new reinsurance program, effective in the fourth quarter of 1996, which reduced reinsurance premiums ceded by increasing net retentions to $500,000 per risk in most lines of business. The increase was offset by the affect of the decrease in gross written premiums, which was caused by the competitive rate conditions in the property and casualty marketplace. Net premiums earned increased 17% to $76.8 million for the nine months ended September 30, 1997 from $65.4 million for the nine months ended September 30, 1996, as a result of increased net retentions and reduced reinsurance premiums ceded from the Company's new reinsurance program, effective in the fourth quarter of 1996. Net Investment Income. Net investment income increased 6% to $12.8 million for the nine months ended September 30, 1997 from $12.1 million for the nine months ended September 30, 1996. In 1997, net investment income was affected by additional funds available for investment, but also by lower average interest rates compared with the nine months ended September 30, 1996. Net Realized Gains on Investments. In the nine months ended September 30, 1997, the Company realized a net gain of $2.6 million, compared to a net gain of $0.6 million in 1996. Portfolio sales were effected in each period to optimize the mix of taxable and tax-exempt investments. Other Income. For the nine months ended September 30, 1997, the Company's other income was $0.8 million, compared with $0.9 million for 1996. The Company receives underwriting management fees for DIC business underwritten on behalf of a companion carrier. This income decreased in 1997 due to competitive market conditions. Losses and Loss Adjustment Expenses. Losses and loss adjustment expenses increased 14% to $47.9 million for the nine months ended September 30, 1997 from $41.9 million for the nine months ended September 30, 1996, primarily due to increased earned premium exposures and reserve increases for prior period development in the casualty, commercial automobile and other property lines of business. In 1996, the Company strengthened reserves by $4.4 million with respect to a truck leasing program and a used car dealers program, each discontinued during 1995. Losses and loss adjustment expenses were 62.3% of net premiums earned in the nine months ended September 30, 1997, compared with 64.1% in the nine months ended September 30, 1996. Underwriting, Acquisition, and Insurance Expenses. Underwriting, acquisition, and insurance expenses increased 15% to $33.7 million for the nine months ended September 30, 1997 from $29.3 million for the nine months ended September 30, 1996, largely due to increased acquisition costs, primarily net commission expenses. Interest Expense. For the nine months ended September 30, 1997, interest expense was $1.2 million compared with $1.3 million for the nine months of 1996. Interest expense resulted from a term loan used to purchase 1.5 million shares of the Company's common stock in 1995. Income Taxes. Income taxes were $2.2 million for the nine months ended September 30, 1997, compared with income taxes of $0.8 million for the nine months ended September 30, 1996. Net Income. Net income was $8.0 million for the nine months ended September 30, 1997, compared with $5.8 million for the nine months ended September 30, of 1996. Liquidity and Capital Resources The Company receives cash from premiums and, to a lesser extent, investment income. The principal cash outflows are for the payment of claims, reinsurance premiums, policy acquisition costs, and general and administrative expenses. At September 30, 1997, the Company maintained cash and cash equivalents of $29.6 million to meet current payment obligations. In addition, the Company's investment portfolio could be substantially liquidated without any material financial impact. Substantially all of the cash and investments of the Company at September 30, 1997 were held by its subsidiaries. Reinsurance recoverables on unpaid losses increased from $137.9 million at December 31, 1996 to $162.6 million at September 30, 1997. Because of the high limits on the Company's issued policies relative to net retentions, reinsurance recoverable on unpaid losses can fluctuate significantly depending upon the emergence and severity of reported and unreported losses. Net cash provided by operating activities declined to $1.5 million for the first nine months of 1997 from $16.4 million for the first nine months of 1996, primarily due to an increase in gross claims payments during the period. Such payments will be recoverable from reinsurers in subsequent periods. In September 1995, the Company purchased 1.5 million shares of its common stock from Willis Corroon for a total purchase price of $25.5 million, including related expenses. The Company financed its purchase of such shares through the proceeds of borrowing from commercial lending institutions. As a holding company, the Company depends principally on dividends from its insurance company subsidiaries to pay corporate overhead expenses, including principal and interest on its borrowings. These subsidiaries are subject to state insurance laws that restrict their ability to pay dividends. Under the insurance code of Pennsylvania, dividends from Calvert are limited to the greater of 10% of surplus as regards policyholders as of the preceding year end or the net income for the previous year, without prior approval from the Pennsylvania Department of Insurance. Under the insurance code of California, dividends from Associated are limited to the greater of 10% of policyholders' statutory surplus as of the preceding year end or the Company's statutory net income for the previous year, without prior approval from the California Department of Insurance. The National Association of Insurance Commissioners adopted a risk-based capital system for assessing the adequacy of statutory capital and surplus for all property and casualty insurers. Based on the guidelines and computations made by the Company in conformity with such guidelines, Associated and Calvert have exceeded the required levels of capital. There can be no assurance that capital requirements applicable to the Company's business will not increase in the future. The Company regularly evaluates opportunities for the acquisitions of books of business,of specialty insurance companies or companies in related businesses and for business combinations or joint ventures with other specialty insurance companies. There can be no assurance, however, that any suitable business opportunities will arise. In the event that such opportunities do arise, the Company may incur indebtedness for borrowed money in connection with the consummation of any such transaction. Such indebtedness, under certain circumstances could adversely affect the Company's liquidity and capital resources. The Company has no off-balance-sheet obligations that are not disclosed in its financial statements. The Company believes that retained earnings will be sufficient to satisfy its long-term capital requirements to fund growth. Effects of Inflation There was no significant impact on the Company's operations as a result of inflation during the third quarter of 1997. However, there can be no assurance that inflation will not have a material impact on the Company's operations in the future. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits Exhibit No. Description Page No. 27 Financial Data Schedule 14 b) No reports on Form 8-K were filed during the third quarter of 1997. 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. Gryphon Holdings Inc. (Registrant) Date: November 10, 1997 /s/ Stephen A. Crane Stephen A. Crane President & Chief Executive Officer Date: November 10, 1997 /s/ Robert P. Cuthbert Robert P. Cuthbert Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)