SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X For the quarterly period ended June 30, 1998
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 0-16748
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INTERCARGO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3414667
(State or other jurisdiction of (IRS Employer Identification
incorporation) No.)
1450 East American Lane, 20th Floor, Schaumburg, Illinois 60173
(Address of principal executive office and zip code)
Registrant's telephone number, including area code: (847) 517-2510
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 August 13, 1998
-------------------------- ------------------------------
Common Stock, $1 par value 7,699,981 shares
INTERCARGO CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1998
INDEX
PAGE
PART I. FINANCIAL INFORMATION NUMBER
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 1998
(unaudited) and December 31, 1997 3
Consolidated Statements of Income for the three month and
six month periods ended June 30, 1998 (unaudited) and June
30, 1997 (unaudited) 4
Consolidated Statements of Comprehensive Income
for the three month and six month periods ended
June 30, 1998 (unaudited) and June 30, 1997 (unaudited) 5
Consolidated Statements of Stockholders' Equity
for the six months ended June 30, 1998 (unaudited)
and June 30, 1997 (unaudited) 6
Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 (unaudited) and
June 30, 1997 (unaudited) 7
Notes to Consolidated Financial Statements (unaudited) 8
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Position 9
PART II. OTHER INFORMATION 12
SIGNATURES 16
EXHIBITS 17
2
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, December 31,
1998 1997
--------------- -----------------
(unaudited)
ASSETS
Investments
Fixed maturities at fair value $61,885 60,676
Equity securities at fair value 6,085 4,234
----------- --------
Total investments 67,970 64,910
Cash and cash equivalents 43,452 49,400
Premiums receivable 17,642 15,677
Accrued investment income 1,025 1,023
Deferred policy acquisition costs 3,775 2,939
Reinsurance recoverable on loss and loss expense:
Paid claims 4,527 1,137
Unpaid claims 8,926 11,970
Prepaid reinsurance premiums 4,608 5,119
Notes receivable 3,505 99
Income tax recoverable 709 1,365
Deferred income tax 1,972 2,226
Equipment, at cost less accumulated depreciation 1,872 1,933
Goodwill 423 1,991
Other assets 5,129 5,623
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Total assets $165,535 165,412
=========== ===========
LIABILITIES
Losses and loss adjustment expenses $50,912 55,355
Unearned premiums 20,786 17,948
Funds held by Company 375 372
Supplemental duty deposits 2,062 2,016
Accrued expenses and other liabilities 8,325 7,520
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Total liabilities 82,460 83,211
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Commitments and Contingencies -- --
STOCKHOLDERS' EQUITY
Common stock--$1 par value; authorized 20,000,000 shares;
issued and outstanding, 7,699,981 shares in 1998 and in 1997 7,700 7,700
Additional paid-in capital 24,400 24,400
Net unrealized gain on foreign currency translation 21 23
Net unrealized gain on marketable securities 2,022 2,153
Retained earnings 48,932 47,925
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Total stockholders' equity 83,075 82,201
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Total liabilities and stockholders' equity $165,535 165,412
========== ==========
See accompanying notes to consolidated financial statements.
3
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
1998 1997 1998 1997
---- ---- ---- ----
REVENUES
Insurance premium income $13,111 13,836 $24,787 27,560
Net investment income 2,772 1,089 4,361 2,136
Commission income (12) 147 162 304
Other income 194 68 251 121
---------- ---------- ---------- ----------
Total 16,065 15,140 29,561 30,121
LOSSES AND EXPENSES
Losses and loss adjustment expenses 7,091 7,365 13,463 14,598
Policy acquisition costs 3,875 3,117 7,060 6,252
Other underwriting expenses 3,506 3,561 6,858 6,774
Interest expense - 178 - 374
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Total 14,472 14,221 27,381 27,998
---------- ---------- ---------- ----------
Operating income 1,593 919 2,180 2,123
Income tax expense 262 311 480 688
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Net income before equity in net income of investee 1,331 608 1,700 1,435
Equity in net income of investee - 1,436 - 2,404
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NET INCOME $ 1,331 2,044 $ 1,700 3,839
========== ========== ========== ==========
Basic weighted average shares outstanding 7,700 7,660 7,700 7,660
Diluted weighted average shares outstanding 7,709 7,679 7,711 7,676
Net income per share, basic and diluted $ 0.17 0.27 $ 0.22 0.50
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
4
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data)
(unaudited)
Three months Six months
ended June 30, ended June 30,
----------------- -----------------
1998 1997 1998 1997
Net income $1,331 2,044 $1,700 3,839
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Other comprehensive income:
Unrealized holding gains (losses) arising during period, net of tax (309) 921 (131) 116
Less: Reclassification adjustment for gains included in earnings, net of tax (274) (8) (279) (15)
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(583) 913 (410) 101
Foreign currency translation adjustments, net of tax (17) (5) (2) (44)
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Total other comprehensive income (loss) (600) 908 (412) 57
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Comprehensive income $731 2,952 $1,288 3,896
================= =================
Comprehensive income per share, basic and diluted $0.09 0.39 $0.18 0.51
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5
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
Net
Unrealized
(Loss)
Additional On Foreign
Number of Common Paid-in Currency
Shares Stock Capital Translation
---------------------------------------------
Balance at December 31, 1997 7,700 $7,706 24,400 23
Net Income -- -- -- --
Change in foreign currency translation -- -- -- (2)
Change in unrealized gain (loss) on marketable securities -- -- -- --
Dividends paid to stockholders -- -- -- --
------ ------ ------ ------
Balance at June 30, 1998 7,700 $7,700 24,400 21
====== ====== ====== ======
Balance at December 31, 1997 7,660 $7,660 24,180 (978)
Net Income -- -- -- --
Change in foreign currency translation -- -- -- (44)
Change in unrealized gain (loss) on marketable securities -- -- -- --
Dividends paid to stockholders -- -- -- --
------ ------ ------ ------
Balance at June 30, 1997 7,660 $7,660 24,180 (1,022)
====== ====== ====== ======
Net
Unrealized
Gain (Loss)
on Retained Stockholders'
Investments Earnings Equity
---------------------------------------
Balance at December 31, 1997 2,153 47,925 82,201
Net Income -- 1,700 1,700
Change in foreign currency translation -- -- (2)
Change in unrealized gain (loss) on marketable securities (131) -- (131)
Dividends paid to stockholders -- (693) (693)
------ ------ ------
Balance at June 30, 1998 2,022 48,932 83,075
====== ====== ======
Balance at December 31, 1997 (366) 17,516 48,012
Net Income -- 3,839 3,839
Change in foreign currency translation -- -- (44)
Change in unrealized gain (loss) on marketable securities 116 -- 116
Dividends paid to stockholders -- (690) (690)
------ ------ ------
Balance at June 30, 1997 (250) 20,665 51,233
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See accompanying notes to consolidated financial statements.
6
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Six months ended June 30,
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1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,700 3,839
Adjustments to reconcile net income to net cash provided from
operating activities:
Realized gains (1,358) (16)
Depreciation and amortization 791 812
Amortization of premiums on investments 62 24
Undistributed earnings of affiliate - (2,404)
Increase in premiums receivable (1,965) (2,932)
Increase in deferred policy acquisition costs (836) (667)
Decrease (increase) in reinsurance balances 165 (4,386)
Change in income tax accounts 977 (32)
Decrease in liability for losses and loss
adjustment expenses (4,443) (751)
Increase in unearned premiums 2,838 5,267
Increase (decrease) in funds held 3 (109)
Increase (decrease) in supplemental duty deposits 47 (263)
Increase (decrease)in accrued expenses and other liabilities (2,355) 1,531
Other, net 104 (219)
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Net cash used in operating activities (4,270) (306)
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed maturities:
Purchases (9,639) (7,294)
Sales 3,105 2,412
Maturities and calls 5,437 750
Equity securities:
Purchases (101) (498)
Sales 831 425
Net sales (purchases) of short-term investments - (102)
Sale of subsidiaries (136) -
Purchase of property and equipment, net (482) (184)
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Net cash used in investing activities (985) (4,491)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Dividends paid to stockholders (693) (690)
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Net cash used in financing activities (693) (690)
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Net decrease in cash and cash equivalents (5,948) (5,487)
Cash and cash equivalents:
Beginning of the period 49,400 18,492
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End of the period $43,452 13,005
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See accompanying notes to consolidated financial statements.
7
INTERCARGO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The consolidated financial statements of the Company have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The Company believes
that the accompanying consolidated financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the Company's consolidated financial position as of June 30, 1998,
and December 31, 1997, and the consolidated results of operations and the
consolidated cash flows for the six month periods ended June 30, 1998, and
1997.
The results of operations for the six month period ended June 30, 1998,
are not necessarily indicative of the results to be expected for the full
year.
These consolidated unaudited interim financial statements should be read
in conjunction with the financial statements and notes thereto contained
in the December 31, 1997 Form 10-K filed by the Company.
2. Earnings per Share
Basic earnings per share are computed based on the weighted average number
of shares outstanding each period. Diluted earnings per share are computed
based on the weighted average number of shares of common stock and common
stock equivalents (to the extent dilutive) outstanding each period.
The Company's common stock at June 30, 1998, consists of 7.7 million
shares outstanding $1.00 par value per share. The Company also has 143
thousand outstanding stock options.
8
FOREWARD LOOKING STATEMENTS
This statement includes foreward-looking information as that term is defined
in the Private Securities Litigation Reform Act of 1995 and is therefore
subject to certain risks and uncertainties. There can be no assurance that
actual results, business conditions, business developments, losses and
contingencies and local and foreign factors will not differ materially from
that suggested in the foreward looking statements as a result of various
factors including market conditions, competition, reinsurance availability,
foreign affairs, and natural disasters.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
POSITION
RESULTS OF OPERATIONS
Consolidated earned premium for the second quarter of 1998 decreased $0.7
million or 5.2% to $13.1 million as compared to the second quarter of 1997.
For the first six months of 1998, earned premiums decreased $2.8 million or
10.1% to $24.8 million from the comparable period in 1997. Marine earned
premiums are down approximately $1.0 million in the second quarter and $2.1
million for the first six months of 1998. Surety earned premiums are down
approximately $1.0 million for the first six months of 1998. These are due
primarily to highly competitive markets, and in the case of marine premiums,
to short term disruption in agency operations of the Company following the
departure of several employees to a competing entity at the beginning of the
year. The Company transferred its insurance brokerage agency business to the
Roanoke Companies, Inc. for cash, convertible preferred shares and a secured
note. Reference is made herein to Form 8-K filed May 11, 1998 regarding this
transaction. The Company expects this new alliance to enhance its distribution
capability. The Company opened two regional offices in the second quarter and
will open another in the third quarter. These will enable the Company to
further expand its distribution capability through independent agents.
Consolidated net investment income increased $1.7 million or 154.6% in the
second quarter and $2.2 million or 104.2% for the first six months of 1998 as
compared to comparable periods in 1997. The Company recognized gains of $934
thousand on the aforementioned sale of its insurance brokerage agency business
and $392 thousand in the sale of a position of its remaining shares in
Kingsway Financial Services, Inc. In the second quarter of 1998, the balance
of the increase in 1998 is due primarily to the increase in cash equivalents
resulting from the proceeds received on the sale of shares of Kingsway
Financial Services, Inc. in the third quarter of 1997.
Consolidated losses and loss adjustment expenses decreased 3.8% to $7.1
million in the second quarter and decreased 7.8% to $13.5 million in the first
six months of 1998 as compared to the same periods in 1997. The decreases in
1998 are due primarily to decreases in premium volume. The loss ratios for the
second quarters of 1998 and 1997 were 54.1% and 53.2%, respectively. The loss
ratios for the first six months of 1998 and 1997 were 54.3% and 53.0%
respectively.
Consolidated policy acquisition costs increased $758 thousand or 24.3% in the
second quarter of 1998 as compared to 1997. Policy acquisition costs also
increased $808 thousand or 12.9% for the first six months of 1998 as compared
to 1997. Policy acquisition costs in 1997 included credits of $662 thousand in
the second quarter and $1.2 million for the first six months arising from
reinsurance ceding allowances for a crane liability program that were later
reversed as a result of the failure of the reinsurer. Adjusting for the effect
in 1997, the ratios of acquisition costs to earned premiums were 29.6% and
27.3% in the second quarter of 1998 and 1997, respectively and 28.5% and 26.9%
for the first six months of 1998 and 1997, respectively.
9
Consolidated other underwriting expenses decreased $55 thousand or 1.5% in the
second quarter and increased $84 thousand or 1.2% for the first six months of
1998 as compared to 1997. Included in expenses in 1998, are $137 thousand in
the second quarter and $396 thousand in the first six months related to legal
and other outside services as a result of the aforementioned departure of
certain personnel.
Equity in net income of investee in 1997 arose due to the Company's investment
in Kingsway Financial Services, Inc. As a result of the sale of substantially
all of the Company's interest therein, equity in the income of the investee is
no longer recorded.
LIQUIDITY AND CAPITAL RESOURCES
The Company's total assets at June 30, 1998 increased to $165.5 million from
$164.4 million at December 31, 1997. Stockholders' equity increased to $83.1
million at June 30, 1998 from $82.2 million at December 31, 1997. Net income
exceeded the dividends paid to shareholders and the decreases in unrealized
foreign currency translation and unrealized marketable security gains. The
Company declared a dividend of $0.09 per share to shareholders of record as of
September 4, 1998 payable on September 15, 1998.
The Company's operations required $4.3 million and $306 thousand of cash flow of
the six months ended June 30, 1998 and 1997, respectively. This was due
primarily to the decrease in the liability for loss and loss adjustment
expenses. As the Company retains a higher than normal level of cash and cash
equivalents as a result of the disposition of holdings in Kingsway Financial
Services in August 1997, it has chosen to discontinue its bank line of credit at
this time. The Company believes that it can re-establish a line of credit should
it be prudent to do so.
10
RESULTS BY LINE
The following table illustrates the premium earned (dollars in thousands) for
each major line of business for the six month periods ended June 30, 1998 and
1997. It also sets forth the combined ratios by line and in the aggregate for
the Company.
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PROFESSIONAL OTHER
SURETY MARINE LIABILITY PROPERTY & CASUALTY TOTAL
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Earned Combined Earned Combined Earned Combined Earned Combined Earned Combined
Premium Ratio Premium Ratio Premium Ratio Premium Ratio Premium Ratio
--------- --------- --------- ---------- --------- ---------- --------- ---------- --------- ----------
Six months ended June 30,
1998 $8,329 94.9 $12,001 108.4 $1,363 169.8 $3,094 117.1 $24,787 108.3
1997 9,317 95.0 14,124 99.9 1,654 127.2 2,465 96.2 27,560 99.5
- ----------------------------------------------------------------------------------------------------------------------------------
Year ended December 31,
1997 $17,947 94.0 $27,906 112.9 $3,206 174.2 $8,351 130.2 $57,410 112.9
1996 25,846 85.2 26,932 113.8 2,644 151.3 5,631 135.3 61,053 105.3
1995 24,700 83.5 20,808 124.7 3,069 160.3 5,498 146.8 54,075 110.2
1994 23,019 80.4 14,996 114.2 2,377 195.4 3,362 106.3 43,754 100.2
1993 19,739 106.5 12,154 85.8 1,681 175.2 772 156.2 34,346 103.6
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Net earned premium for the first six months of 1998 decreased $2.8 million
over the comparable period in 1997. Earned premiums for the surety and marine
lines were impacted by the short term disruption in the Company's agency
operations prior to and after the departure of several employees to a
competing entity. Professional liability earned premiums were impacted by the
implementation of a re-underwriting strategy, resulting in the non-renewal of
certain historically unprofitable accounts. All lines are subject to the
highly competitive market in the insurance industry and its resultant
pressures on price levels.
11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - There have been no material developments in
the legal proceedings addressed in the Company's Form 10-K or
new legal proceedings during the fiscal quarter covered by this
report on form 10-Q.
Item 2. Changes in Securities - Not Applicable.
Item 3. Defaults Upon Senior Securities - Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information - Not Applicable.
Item 6(a) Exhibits - See Exhibit Index immediately following the signature
page.
Item 6(b) Reports on Form 8-K - The Company filed a Form 8-K on May 11,
1998. The report addressed the sale of certain subsidiaries of
the Company. This disposition did not involve a significant
amount of assets.
12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's Annual Meeting of Stockholders was held on May 15, 1998.
(b) Not applicable
(c) At said Annual Meeting, stockholders voted on the election of Class 2
Directors; the ratification of Ernst & Young LLP as auditors for
fiscal year 1998. Results of the voting are as follows:
VOTES RECEIVED
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FOR AGAINST OR WITHHELD
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DIRECTORS:
George J. Weise 7,064,849 0
Michael L. Sklar 7,064,849 0
Ratification of Auditors 6,925,447 139,402
(d) Not applicable
13
ITEM 6(A) EXHIBITS
EXHIBIT INDEX
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11.0 Computation of Earnings per share.
14
ITEM 6(B) REPORTS ON FORM 8-K
The Company filed a Form 8-K on May 8, 1998. The report addressed the transfer
of insurance brokerage agency business of IAS in consideration for cash,
convertible preferred stock and a secured installment note, to The Roanoke
Companies, Inc.
15
SIGNATURES
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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.
Date: August 13, 1998.
(Registrant) INTERCARGO CORPORATION
By: /s/ Stanley A. Galanski
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Stanley A. Galanski
President and Chief Executive Officer
By: /s/ Michael L. Rybak
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Michael L. Rybak
Treasurer and Chief Financial Officer
16