U. S. 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 ended June 30, 2000 Commission File Number: 0-25505 NCRIC Group, Inc. District of Columbia 52-2134774 -------------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1115 30th Street, NW, Washington, D.C. 20007 -------------------------------------- ----- (Address of principal executive offices) (Zip Code) 202-969-1866 ------------------------------------------------ (Issuer's telephone number, including area code) Check 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 past 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: As of August 1, 2000, there were 3,725,355 shares of NCRIC Group, Inc. common stock outstanding. Table of Contents Part I - Financial Information Item 1. Condensed Consolidated Financial Statements (unaudited) NCRIC Group, Inc. and Subsidiaries Condensed Consolidated Balance Sheets.......................... 3 Condensed Consolidated Statements of Operations................ 4 Condensed Consolidated Statements of Cash Flows................ 5 Notes to Condensed Consolidated Financial Statements........... 6 Item 2. Management's Discussion and Analysis............................... 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 15 Part II - Other Information Item 1. Legal Proceedings................................................. 15 Item 4. Submission of Matters to a Vote of Security Holders............... 15 Item 6. Exhibits and Reports on Form 8-K.................................. 16 Signatures.................................................................. 16 PART I FINANCIAL INFORMATION Item 1. Financial Statements NCRIC GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT FOR SHARE DATA) - ---------------------------------------------------------------------------------------------------- June 30, 2000 December 31, 1999 (unaudited) ASSETS INVESTMENTS: Securities available for sale, at fair value: Bonds and U.S.Treasury Notes $ 93,069 $ 90,937 Preferred stocks 4,999 4,155 --------- --------- Total securities available for sale 98,068 95,092 OTHER ASSETS: Cash and cash equivalents 4,056 5,407 Reinsurance recoverable 24,845 26,627 Goodwill 4,798 4,928 Deferred federal income taxes 2,808 3,298 Other assets 6,843 5,595 --------- --------- TOTAL ASSETS $ 141,418 $ 140,947 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Losses and loss adjustment expenses: Losses $ 54,057 $ 56,462 Loss adjustment expenses 26,612 27,820 --------- --------- Total losses and loss adjustment expenses 80,669 84,282 Other liabilities: Retrospective premiums accrued under reinsurance treaties 6,568 7,164 Unearned premiums 11,778 8,898 Other liabilities 4,695 4,808 --------- --------- TOTAL LIABILITIES 103,710 105,152 --------- --------- STOCKHOLDERS' EQUITY: Common stock $0.01 par value - 10,000,000 shares authorized; 3,742,855 shares issued and outstanding 37 37 Additional paid in capital 9,439 9,433 Unallocated common stock held by the ESOP (941) (993) Unallocated common stock held by the stock award plan (518) (518) Accumulated other comprehensive loss (2,740) (2,866) Retained earnings 32,431 30,702 --------- --------- TOTAL STOCKHOLDERS' EQUITY 37,708 35,795 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 141,418 $ 140,947 ========= ========= See notes to condensed consolidated financial statements. 3 NCRIC GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED (IN THOUSANDS EXCEPT PER SHARE DATA) - ------------------------------------------------------------------------------------------------------------ Three Months Ended June 30, Six Months Ended June 30, 2000 1999 2000 1999 REVENUES: Net premiums earned $3,544 $ 2,970 $ 7,173 $6,575 Net investment income 1,588 1,496 3,182 2,914 Net realized investment losses - (199) - (147) Practice management and related income 1,443 1,090 2,818 2,333 Other income 107 80 209 171 ------------- ------------- --------------- ------------- Total revenues 6,682 5,437 13,382 11,846 ------------- ------------- --------------- ------------- EXPENSES: Losses and loss adjustment expenses 2,766 2,525 5,755 6,089 Underwriting expenses 1,081 654 2,021 1,581 Practice management expenses 1,257 1,173 2,471 2,289 Other 345 294 631 767 ------------- ------------- --------------- ------------- Total expenses 5,449 4,646 10,878 10,726 ------------- ------------- --------------- ------------- INCOME BEFORE INCOME TAXES 1,233 791 2,504 1,120 INCOME TAX PROVISION 382 210 775 240 ------------- ------------- --------------- ------------- NET INCOME $ 851 $ 581 $ 1,729 $ 880 ============= ============= =============== ============= Net income per common share: Basic $ 0.24 $ 0.27 $ 0.49 $ 0.40 Diluted $ 0.24 $ 0.27 $ 0.49 $ 0.40 See notes to condensed consolidated financial statements. 4 NCRIC GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED (IN THOUSANDS) - -------------------------------------------------------------------------------------- Six Months Ended June 30, 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,729 $ 880 Adjustments to reconcile net income to net cash flows from operating activities: Net realized investment losses -- 147 Amortization and depreciation 338 253 Deferred federal income taxes 423 (87) Changes in assets and liabilities: Reinsurance recoverable 1,782 (1,896) Other assets (1,063) (3,041) Losses and loss adjustment expenses (3,613) 1,416 Retrospective premiums accrued under reinsurance treaties (596) 2,374 Unearned premiums 2,880 6,582 Other liabilities (858) 174 -------- -------- Net cash flows from operating activities 1,022 6,802 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investments (18,221) (38,647) Sales, maturities and redemptions of investments 16,241 32,184 Investment in purchased business -- (5,238) Purchases of property and equipment (393) (97) -------- -------- Net cash flows provided by investing activities (2,373) (11,798) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt -- 2,200 -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS (1,351) (2,796) -------- -------- CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,407 6,083 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,056 $ 3,287 ======== ======== SUPPLEMENTARY INFORMATION: Interest paid $ -- $ 92 ======== ======== See notes to condensed consolidated financial statements. 5 NCRIC GROUP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - unaudited 1. Basis of Preparation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with instructions to Form 10-Q and therefore do not include all disclosures necessary for a complete presentation under generally accepted accounting principles. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. These condensed consolidated financial statements and notes should be read in conjunction with the financial statements and notes included in the audited consolidated financial statements of NCRIC Group, Inc. (NCRIC Group) for the year ended December 31, 1999, which were filed with the Securities and Exchange Commission on Form 10-KSB. 2. Reportable Segment Information NCRIC Group has two reportable segments: Insurance and Practice Management Services. The insurance segment provides medical professional liability and other insurance. The practice management services segment provides medical practice management services primarily to private practicing physicians. NCRIC Group evaluates performance based on profit or loss from operations before income taxes. The reportable segments are strategic business units that offer different products and services and therefore are managed separately. Selected financial data is presented below for each business segment at or for the three-month and six-month periods ended June 30, 2000 and 1999 (in thousands): For the Three Months At or For the Six Months Ended June 30, Ended June 30, -------------------- ------------------------ 2000 1999 2000 1999 ------- ------- --------- ---------- Insurance Revenues from external customers $ 3,632 $ 3,050 $ 7,345 $ 6,746 Net investment income 1,571 1,539 3,142 3,014 Depreciation and amortization 58 49 116 84 Segment profit before taxes 1,260 1,151 2,525 1,758 Expenditures for segment assets 233 29 377 50 Segment assets 134,672 142,674 Segment liabilities 102,874 113,176 6 For the Three Months At or For the Six Months Ended June 30, Ended June 30, -------------------- ------------------------ 2000 1999 2000 1999 -------- --------- ---------- ----------- Practice Management Services Revenues from external customers $ 1,465 $ 1,092 $ 2,858 $ 2,335 Net investment income 17 18 33 21 Depreciation and amortization 125 85 222 169 Segment profit (loss) before taxes 192 (200) 379 (311) Expenditures for segment assets 2 31 16 47 Segment assets 6,833 6,508 Segment liabilities 1,247 991 Total Revenues from external customers $ 5,097 $ 4,142 $ 10,203 $ 9,081 Net investment income 1,588 1,557 3,175 3,035 Depreciation and amortization 183 134 338 253 Segment profit before taxes 1,452 951 2,904 1,447 Expenditures for segment assets 235 60 393 97 Segment assets 141,505 149,182 Segment liabilities 104,121 114,167 The following are reconciliations of reportable segment revenues, net investment income, assets, liabilities, and profit to the Company's consolidated totals (in thousands): June 30, ---------------------------- 2000 1999 ------------ ------------ Assets: Total assets for reportable segments $ 141,505 $ 149,182 Elimination of intersegment receivables (802) (631) Elimination of affiliate receivables -- (4,933) Other unallocated amounts 715 1,606 ------------ ------------ Consolidated total $ 141,418 $ 145,224 ============ ============ Liabilities: Total liabilities for reportable segments $ 104,121 $ 114,167 Elimination of intersegment payables 392 (631) Other liabilities (803) 2,801 ------------ ------------ Consolidated total $ 103,710 $ 116,337 ============ ============ For the Three Months For the Six Months Ended June 30, Ended June 30, --------------------- --------------------- 2000 1999 2000 1999 -------- -------- --------- -------- Revenues from external customers: Total revenues for reportable segments $ 5,097 $ 4,142 $ 10,203 $ 9,081 Elimination of intersegment revenues (3) (2) (3) (2) -------- -------- --------- -------- Consolidated total $ 5,094 $ 4,140 $ 10,200 $ 9,079 ======== ======== ========= ======== 7 For the Three Months For the Six Months Ended June 30, Ended June 30, --------------------- --------------------- 2000 1999 2000 1999 -------- -------- --------- -------- Net Investment Income: Total investment income for reportable segments $ 1,588 $ 1,557 $ 3,175 $ 3,035 Elimination of intersegment interest income - (61) - (121) Other unallocated amounts - - 7 - -------- -------- --------- -------- Consolidated total $ 1,588 $ 1,496 $ 3,182 $ 2,914 ======== ======== ========= ======== Profit before taxes: Total profit for reportable segments $ 1,452 $ 951 $ 2,904 $ 1,447 Other expenses (219) (99) (400) (206) Elimination of intersegment interest income - (61) - (121) -------- -------- --------- -------- Consolidated total $ 1,233 $ 791 $ 2,504 $ 1,120 ======== ======== ========= ======== 3. Earnings per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands except per share data): For the Three Months For the Six Months Ended June 30, Ended June 30, -------------------- ------------------ 2000 1999 2000 1999 -------- -------- -------- ------- Net income $ 851 $ 581 $ 1,729 $ 880 ====== ====== ======= ====== Weighted average common shares outstanding - basic 3,533 2,220 3,531 2,220 Dilutive effect of stock options 6 - 8 - ------ ------ ------- ------ Weighted average common shares outstanding - diluted 3,539 2,220 3,539 2,220 ====== ====== ======= ====== Net income per common share: Basic $ 0.24 $ 0.27 $ 0.49 $ 0.40 ------ ------ ------- ------ Diluted $ 0.24 $ 0.27 $ 0.49 $ 0.40 ------ ------ ------- ------ Earnings per share is calculated by dividing the net income by the weighted average shares outstanding for the period. For the period from January 1, 1999 through June 30, 1999, the calculation of weighted average shares outstanding includes 2,220,000 shares. Had the calculation been made using 3,520,855 as the weighted average outstanding shares for the period ending June 30, 1999, that is as if the stock offered in the July 1999 initial public offering had been outstanding on January 1, 1999, basic earnings per share would have been $0.17 and $0.25 for the quarter and six months ended June 30, 1999, respectively. 4. Subsequent Event - Stock Repurchase On July 7, 2000, NCRIC Group purchased 17,500 shares of its stock at a price of $7 1/2 per share. The shares will be held as treasury shares. 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition The following analysis of the consolidated results of operations and financial condition of NCRIC Group should be read in conjunction with the condensed consolidated financial statements and related notes included in this Form 10-Q . References to "NCRIC" mean NCRIC Group and its subsidiaries, including their predecessors. General The financial statements and data presented in the Form 10-Q have been prepared in accordance with generally accepted accounting principles, GAAP, unless otherwise noted. GAAP differs from statutory accounting practices used by regulatory authorities in their oversight responsibilities of insurance companies. In December 1999, the SEC issued Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, SAB No. 101, summarizing certain of the staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. NCRIC has not yet completed its analysis of the impact of SAB No. 101; however, on a preliminary basis, it does not believe that the impact, if any, of adopting SAB No. 101 will be material to its financial statements. Consolidated net income Three months ended June 30, 2000 compared to three months ended June 30, 1999 Net income of $851,000 for the three months ended June 30, 2000 increased 46% from $581,000 for the three months ended June 30, 1999. The improvements both in net underwriting results and in practice management results contributed to the increase in net income. Six months ended June 30, 2000 compared to six months ended June 30, 1999 Net income increased to $1,729,000 for the six months ended June 30, 2000, up 96% from $880,000 for the six months ended June 30, 1999. Improvement both in net underwriting results and in practice management results contributed to the increased earnings. Earnings for the current six months were also improved due to lower legal fees relating to the litigation brought by the NCRIC Physicians Organization and settled in 1999. Net premiums earned Three months ended June 30, 2000 compared to three months ended June 30, 1999 Gross premiums written of $2.0 million for the three months ended June 30, 2000 increased by $900,000 from $1.1 million for the three months ended June 30, 1999 primarily reflecting an increase in new business written. The mix of business produced by NCRIC's independent agency force has increased to 82% of new business written for the three months ended June 30, 2000 from 29% for the three months ended June 30, 1999. Net premiums earned increased by 16.7% to $3.5 million from $3.0 million for the three months ended June 30, 2000 and 1999, respectively. The increase is primarily reflective of the increase in policies in force as the result of new business written in addition to the benefit from reduced reinsurance costs under the new reinsurance program. 9 Late in the second quarter it was determined that one of NCRIC's hospital sponsored risk sharing programs would not be renewed at the upcoming September 1 renewal. Under this type of risk sharing program, physicians are underwritten directly by NCRIC and pay lower individual premiums than if not part of the risk sharing program. At the end of the policy year covered by the premium, a review of the actual loss experience of the physician group is completed. Should the group's loss experience be unfavorable, NCRIC will require additional premium payments from the sponsoring hospital to offset the unfavorable losses. This hospital sponsored program to be terminated September 1 currently includes approximately 70 physicians insured directly with NCRIC which account for approximately $2.5 million in annualized premium. The termination of the hospital sponsored program will not impact the insurance coverage of the physicians. However, it will increase the premium cost to the individual physicians. There is no assurance that the individual physicians will renew their coverage with NCRIC at the increased premium level. Based on the actual accumulated loss experience of the program through June 30, 2000, NCRIC has accrued approximately $1.2 million of premium. A final bill will be presented to the hospital sponsor under terms of the contract following the termination date based on actual loss experience through the termination date. Six months ended June 30, 2000 compared to six months ended June 30, 1999 Gross premiums written of $13.1 million for the six months ended June 30, 2000 are lower than the $15.2 million for the six months ended June 30, 1999 primarily due to the staggering of policy renewal dates largely offset by new business written, as displayed in the table below. Premiums written were lower by approximately $3.1 million for the six months ended June 30, 2000 due to the staggering of premium writing dates in 1999. Starting in the fourth quarter of 1997 and continuing through 1999, NCRIC began to stagger policy renewal dates. While premiums written in the period of the new renewal date increase and premiums written in the subsequent period corresponding to the original renewal date decrease, the staggering has no net effect on premiums written from period to period. In addition, the staggering of renewal dates does not affect earned premiums. The mix of business produced directly by NCRIC versus by agents has changed between reporting periods as shown on the following chart of new gross written premium (in thousands). Six months ended June 30, ------------------------- 2000 1999 ------ ------ Direct $ 634 $ 589 Agent 1,175 181 In the first six months of 2000, premium written to clients of the Practice Management Segment totals $264,000 or 15% of total new gross written premium, compared to $29,000 in the first six months of 1999, or 4% of new gross written premium. Net premiums earned increased by 9% to $7.2 million for the six months ended June 30, 2000 from $6.6 million for the corresponding 1999 period. The increase is primarily attributable to the increase in business in force resulting from new business production plus the reduction in reinsurance ceded premium resulting from the new reinsurance program effective for 2000. While insurance in force continues to follow the historic pattern of insuring risks concentrated in the District of Columbia, there has been notable growth in net earned premium in Virginia, largely as the result of sales by agents and sales to clients of the Practice Management Segment. For the six months ended June 30, 2000, net earned premium from Virginia totaled approximately $650,000, an increase of approximately $370,000 over the total of approximately $280,000 for the six months ended June 30, 1999. 10 Net investment income Three months ended June 30, 2000 compared to three months ended June 30, 1999 Net investment income increased by $92,000 for the three months ended June 30, 2000 compared to the second quarter of 1999 due to an increase in yields partially offset by a decrease in invested funds. The average effective yield was approximately 6.25% for the three months ended June 30, 2000 and 5.68% for the three months ended June 30, 1999. The tax equivalent yield was approximately 6.67% for the second quarter of 2000 and 6.15% for the second quarter of 1999. The increase in investment yields reflects the market increase in interest rates in 2000 compared to 1999. Six months ended June 30, 2000 compared to six months ended June 30, 1999 Net investment income increased by $268,000 for the six months ended June 30, 2000 compared to the first six months of the prior year due to an increase in yields partially offset by a decrease in invested funds. Average invested assets, which include cash equivalents, were lower in the first six months of 2000 by $3.3 million due to reduced cash flows from operations. The average effective yield was approximately 6.25% for the six months ended June 30, 2000 and 5.54% for the six months ended June 30, 1999. The tax equivalent yield was approximately 6.63% through the second quarter of 2000 and 6.07% for the six months ended June 30, 1999. The increase in investment yields reflects the market increase in interest rates in 2000 compared to 1999. Practice management and related revenue Revenue for practice management and related services is comprised of fees for the services shown in the following chart. Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Practice management 41% 35% 42% 38% Accounting 26% 37% 27% 31% Tax & personal financial planning 19% 6% 15% 11% Retirement plan accounting & admin 12% 14% 13% 13% Other 2% 8% 3% 7% ---- ---- ---- ---- Total 100% 100% 100% 100% Three months ended June 30, 2000 compared to three months ended June 30, 1999 Practice management and related revenue of $1.4 million for the three months ended June 30, 2000 is up from $1.1 million for the three months ended June 30, 1999. The increase results from both recurring fee business and one-time consulting assignments. Six months ended June 30, 2000 compared to six months ended June 30, 1999 Practice management and related revenue of $2.8 million for the six months ended June 30, 2000 and $2.3 million for the six months ended June 30, 1999 consisted of fees generated by NCRIC MSO through HealthCare Consulting and Employee Benefits Services. The increase results from both recurring fee business and one-time consulting assignments. Approximately $150,000 of revenue in the first half of 2000 results from services provided to existing insureds of NCRIC reflecting results of the cross-selling initiative. 11 Loss and loss adjustment expenses and combined ratio results While NCRIC continues to experience pressure from the rise in severity of losses, it continues to take a cautious approach in establishing and evaluating reserves. The expense for incurred losses and LAE net of reinsurance is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 2000 1999 2000 1999 --------- --------- -------- -------- (in thousands) (in thousands) Incurred loss and LAE related to: Current year - losses $ 5,458 $ 6,286 $ 9,244 $ 10,736 Prior years - development (2,692) (3,761) (3,489) (4,647) --------- --------- -------- -------- Total incurred for the period $ 2,766 $ 2,525 $ 5,755 $ 6,089 ========= ========= ======== ======== Following is a summary of the ratios of losses and underwriting expenses compared to net premiums: Six Months Ended June 30, --------------------------- 2000 1999 ------ ------ GAAP Underwriting ratios: Loss and LAE ratio 80.2% 92.6% Underwriting expense ratio 28.2% 24.1% Combined ratio after renewal credits 108.4% 116.7% Three months ended June 30, 2000 compared to three months ended June 30, 1999 Total incurred loss and LAE expense of $2.8 million for the second quarter of 2000 increased by $241,000 from the $2.5 million incurred for the second quarter of 1999. NCRIC experienced favorable development on estimated losses for prior years' claims in both 2000 and 1999. The loss development related to prior years claims was $2.7 million in the second quarter of 2000 and $3.8 million in the second quarter of 1999. Prior year development results from the re-estimation and settlement of individual losses not covered by reinsurance, which generally are losses under $500,000. Six months ended June 30, 2000 compared to six months ended June 30, 1999 Total incurred loss and LAE expense of $5.8 million for the first six months of 2000 decreased by $334,000 from the $6.1 million incurred for the first six months of 1999. The number of claims reported in the first six months of 2000 were lower than in the first six months of 1999. NCRIC experienced favorable development on estimated losses for prior years in the first six months of both years. The GAAP combined ratio before renewal credits decreased to 108.4% for the six months ended June 30, 2000 from 116.7% for the six months ended June 30, 1999. This decrease reflects both the increase in earned premiums and the decrease in incurred losses and LAE in the first six months of 2000 compared to the same period in 1999. Expenses Three months ended June 30, 2000 compared to three months ended June 30, 1999 Underwriting expenses increased $427,000, to $1.1 million for the three months ended June 30, 2000 from $654,000 for the three months ended June 30, 1999. The increase in expenses primarily stems from the increase in new business, particularly agent produced business, through increases in commissions and other underwriting costs. The mix of business produced by NCRIC's independent agency force has increased to 82% of new business written for the three months ended June 30, 2000 from 29% for the three months ended June 30, 1999. 12 Practice management and related expenses of $1.3 million for the three months ended June 30, 2000 and $1.2 million for the three months ended June 30, 1999 consisted primarily of salaries and benefits, other general office expenses and goodwill amortization. Other expenses include amounts for subsidiary and holding company operations which are not directly related to the issuance of medical professional liability insurance or practice management and related operations. Other expenses of $345,000 for the three months ended June 30, 2000 compare to $294,000 for the three months ended June 30, 1999. Six months ended June 30, 2000 compared to six months ended June 30, 1999 Underwriting expenses increased $440,000 to $2.0 million for the six months ended June 30, 2000 from $1.6 million for the six months ended June 30, 1999. The increase in expenses primarily stems from the increase in new business, particularly agent produced business, through increases in commissions and other underwriting costs. Practice management and related expenses of $2.5 million for the six months ended June 30, 2000 and $2.3 million for the six months ended June 30, 1999 consisted primarily of salaries and benefits, other general office expenses and goodwill amortization. Other expenses include amounts for subsidiary and holding company operations which are not directly related to the issuance of medical professional liability insurance or practice management and related operations. For the six months ended June 30, 2000 expenses of $631,000 compare to $767,000 for the six months ended June 30, 1999. The primary component of the decrease was a reduction of approximately $290,000 in legal expenses incurred in connection with litigation brought by NCRIC Physicians Organization and settled in 1999, partially offset by an increase in expenses due to meeting the various requirements associated with having common stock traded in the public market. Federal income taxes The effective tax rate for NCRIC is lower than the federal statutory rate principally due to nontaxable investment income. Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Federal income tax at statutory rates. . . . . 34% 34% 34% 34% Tax exempt income. . . . . . . . . . . . . . . (4) (8) (4) (13) Dividends received. . . . . . . . . . . . . . (1) (3) (1) (3) Goodwill amortization. . . . . . . . . . . . . 1 3 1 3 Other, net. . . . . . . . . . . . . . . . . . 1 1 1 - ---- ---- ---- ---- Federal income tax at effective rates. . . . . 31% 27% 31% 21% ==== ==== ==== ==== Financial condition, liquidity and capital resources Liquidity. The primary sources of liquidity are insurance premiums, net investment income, practice management and financial services fees, recoveries from reinsurers and proceeds from the maturity or sale of invested assets. Funds are used to pay claims, LAE, operating expenses, reinsurance premiums and taxes, and to purchase investments. For the six months ended June 30, 2000, NCRIC had cash provided by operations of $1.0 million compared to $6.8 million for the corresponding period of 1999. The decreased cash flow in 2000 compared to 1999 resulted primarily from higher payments of losses and LAE. Additionally, due to the staggering of policy renewals away from the previous January 1 renewal date, premiums received in the first half of 2000 were lower than in the first half of 1999. Because of the long-term nature of both the payments of claims and the settlement of swing-rated reinsurance premiums due to the reinsurers, cash from operations for a medical professional liability insurer like NCRIC can vary substantially from year to year. 13 Financial condition and capital resources. Cash flow from operations has primarily been invested in investment grade, fixed maturity securities. Maturing investments were primarily invested in corporate bonds and asset-backed securities. As of June 30, 2000, the carrying value of the securities portfolio was $98.1 million, an increase of $3.0 million from December 31, 1999. The portfolio was invested as follows: At June 30, At December 31, 2000 1999 ----------- --------------- U.S. Government and agencies. . . . . . . . . . . . . 14% 15% Asset-backed and mortgage-backed securities . . . . . 38 40 Tax-exempt securities. . . . . . . . . . . . . . . . 15 14 Corporate bonds and preferred stocks. . . . . . . . . 33 31 Over 72% of the portfolio was invested in U.S. Government/agency securities or had a rating of AAA or AA. For regulatory purposes, 95% of the securities portfolio was rated "Class 1" for all periods presented, which is the highest quality rated group as classified by the NAIC. NCRIC has no corporate debt. The $2.5 million line of credit available as of June 30, 2000 is restricted to working capital for claims settlements. The line of credit is unsecured and renewable annually. NCRIC has not drawn down on this facility. As of June 30, 2000, NCRIC had entered into a contract to purchase new policy administration system software; future payments under the contract are required as services are completed by the vendor and total $326,000. NCRIC has no other material commitments for capital expenditures. Effects of inflation The primary effect of inflation on NCRIC is in estimating reserves for unpaid losses and LAE for medical professional liability claims in which there is a long period between reporting and settlement. The rate of inflation for malpractice claim settlements can substantially exceed the general rate of inflation. The actual effect of inflation on NCRIC's results cannot be conclusively known until claims are ultimately settled. Based on actual results to date, NCRIC believes that losses and LAE reserve levels and NCRIC's ratemaking process adequately incorporate the effects of inflation. Forward-Looking Information A number of statements made by NCRIC in this document are forward-looking statements which involve known and unknown risks and uncertainties which may cause NCRIC's actual results to be materially different from historical results or from the results expressed or implied by the forward-looking statements. These risks and uncertainties include: o general economic conditions including changes in interest rates and the performance of financial markets; o NCRIC, Inc.'s concentration in a single line of business primarily in the District of Columbia; o the impact of managed healthcare; o uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance; o price competition; o uncertainties associated with expanding business in new market areas, including uncertainties associated with claims adjudication experience; o regulatory changes; o ratings assigned by A.M. Best; o the availability of bank financing and reinsurance; o the mutual insurance holding company structure; and o uncertainties associated with NCRIC Group's acquisition strategy. 14 Other factors not currently anticipated by management may also materially and adversely affect NCRIC's results of operations. Item 3. Quantitative and Qualitative Disclosures About Market Risk Interest rate changes expose NCRIC to market risk on its investment portfolio. This market risk is the potential for financial losses due to the decrease in the value or price of an asset resulting from broad movements in prices, such as interest rates. In general, the market value of NCRIC's fixed maturity portfolio increases or decreases in an inverse relationship with fluctuation in interest rates. In addition, NCRIC's net investment income increases or decreases in a direct relationship with interest rate changes on monies reinvested from maturing securities and investments of positive cash flow from operating activities. NCRIC has classified its investments, which are fixed-income securities, as available for sale and reports them at fair value, with unrealized gains and losses excluded from net income and reported, net of deferred taxes, as a component of stockholders' equity. During periods of rising interest rates, the fair value of NCRIC's investment portfolio will generally decline resulting in decreases in NCRIC's stockholders' equity. Conversely, during periods of falling interest rates, the fair value of NCRIC's investment portfolio will generally increase resulting in increases in NCRIC's stockholders' equity. NCRIC's investment portfolio of fixed maturity securities consists primarily of intermediate-term, investment-grade securities. NCRIC's investment policy provides that all security purchases be limited to rated securities or unrated securities approved by management on the recommendation of NCRIC's investment advisor. The following table contains the investment quality distribution of NCRIC's fixed maturity investments at June 30, 2000 and December 31, 1999. At June 30, At December Type/Ratings of Investment 2000 31, 1999 - -------------------------- ----------- ----------- Treasury/Agency . . . . . . . . . . . . . 31% 28% AAA . . . . . . . . . . . . . . . . . . . 35 40 AA . . . . . . . . . . . . . . . . . . . 6 7 A . . . . . . . . . . . . . . . . . . . . 23 21 BBB . . . . . . . . . . . . . . . . . . . 5 4 During the six months ended June 30, 2000, NCRIC experienced a reduction in the net unrealized loss on investments to an unrealized loss, net of tax, of $2.7 million at June 30, 2000 from an unrealized loss, net of tax, of $2.9 million at December 31, 1999. PART II OTHER INFORMATION Item 1. Legal proceedings. See the Form 10-KSB for the fiscal year ended December 31, 1999 for information on pending litigation. Item 4. Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Shareholders of NCRIC Group, Inc. took place on May 9, 2000. (b) The following directors were elected and received the following votes: 15 Number of Votes --------------- Name For Withheld - ---- --- -------- R. Ray Pate, Jr. 3,452,877 32,772 Leonard M. Glassman 3,452,877 32,772 Prudence P. Kline 3,452,877 32,772 Edward G. Koch 3,452,877 32,772 Raymond Scalettar 3,452,877 32,772 David M. Seitzman 3,452,877 32,772 Robert L. Simmons 3,452,877 32,772 The following directors continued in office: Vincent C. Burke, III Pamela W. Coleman Luther W. Gray J. Paul McNamara Leonard Parver Nelson P. Trujillo Item 6. Exhibits and Reports on Form 8-K. (a) Exhibit 27........ Financial Data Schedule (b) Reports on Form 8-K NCRIC Group, Inc. did not file any reports on Form 8-K during the quarter ended June 30, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NCRIC Group, Inc. August 10, 2000 /s/ R. Ray Pate, Jr. ----------------------------------------------------- R. Ray Pate, Jr., President & Chief Executive Officer (Duly Authorized Officer) August 10, 2000 /s/ Rebecca B. Crunk ----------------------------------------------------- Rebecca B. Crunk, Sr. Vice President & Chief Financial Officer (Principal Financial Officer) 16