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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ Quarterly report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly period ended March 31, 1996
/ / Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to __________
Commission file number 0-15404
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
-------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3468795
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 DELAWARE AVENUE, SUITE 1704
WILMINGTON, DE
(Address of Principal Executive Offices) 19801
Registrant's telephone number, including Zip Code
area code (302) 427-5800
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 / /
Number of shares of common stock outstanding:
NUMBER OUTSTANDING
CLASS AS OF MARCH 31, 1996
------ ---------------------
$1.00 par value common 3,210,584
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FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF AS OF
MARCH 31, DECEMBER 31,
1996 1995
------------ ------------
ASSETS (unaudited)
INVESTMENTS
Fixed maturities held for sale at market............................................ $ 50,366,461 $ 58,834,592
Non-redeemable preferred equities at market......................................... 3,868,225 6,091,931
Common stocks at market............................................................. 2,386,702 4,148,237
Short-term investments.............................................................. 24,644,880 6,110,072
------------ ------------
Total investments............................................................... 81,266,268 75,184,832
OTHER ASSETS
Cash and equivalents................................................................ 2,431,605 3,782,536
Restricted cash..................................................................... -- 2,601,312
Premiums receivable................................................................. 1,747,742 3,101,867
Reinsurance recoverable on paid losses.............................................. 310,255 347,620
Reinsurance recoverable on unpaid losses............................................ 3,199,588 4,181,349
Accrued investment income........................................................... 716,519 757,395
Deferred federal income taxes....................................................... 2,134,627 1,082,569
Other assets........................................................................ 2,654,460 3,160,793
------------ ------------
Total other assets.............................................................. 13,194,796 19,015,441
------------ ------------
Total assets.................................................................... $ 94,461,064 $ 94,200,273
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Reserves for unpaid losses and loss adjustment expenses............................. $ 32,280,982 $ 32,455,874
Unearned premium reserves........................................................... 8,172,167 8,146,302
Accrued liabilities................................................................. 5,910,341 3,874,970
Funds withheld from reinsurers...................................................... -- 2,601,312
Excess of acquired net assets over cost............................................. 1,046,561 1,158,693
------------ ------------
Total liabilities............................................................... 47,410,051 48,237,151
STOCKHOLDERS' EQUITY
Preferred stock, $1,000 par value. 75,000 shares authorized; no shares issued
and outstanding................................................................... $ -- $ --
Common stock, $1 par value, 6,000,000 shares authorized; 3,901,204 shares issued.... 3,901,204 3,901,211
Additional paid-in capital.......................................................... 43,125,115 43,201,779
Treasury stock, at cost (1996 - 690,620; shares; 1995 - 707,300 shares)............. (6,325,388) (6,471,628)
Unrealized investment gains net of taxes............................................ 509,309 1,542,730
Retained earnings................................................................... 5,840,773 3,789,030
------------ ------------
Total stockholders' equity...................................................... 47,051,013 45,963,122
------------ ------------
Total liabilities and stockholders' equity...................................... $ 94,461,064 $ 94,200,273
============ ============
See the accompanying notes to the condensed consolidated financial statements.
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FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1996 MARCH 31, 1995
-------------- --------------
(UNAUDITED) (UNAUDITED)
REVENUE
Premiums earned .......................................... 3,610,824 2,305,776
Net investment income..................................... 939,676 1,170,565
Net realized gains on investments......................... 2,119,748 83,962
Other income.............................................. 136,336 175,142
---------- ---------
Total revenue..................................... 6,806,584 3,735,445
LOSSES AND EXPENSES
Losses and loss adjustment expenses....................... 1,946,108 822,186
Commissions expenses...................................... 720,692 588,228
Other operating and management expenses................... 936,588 850,955
---------- ---------
Total losses and expenses 3,603,388 2,261,369
---------- ---------
Income before income taxes........................................ 3,203,196 1,474,076
Provision for income taxes........................................ 910,658 304,656
---------- ---------
Net income........................................................ 2,292,538 1,169,420
========== =========
Net income per common share....................................... 0.68 0.36
========== =========
Weighted average number of shares outstanding
for the entire period............................................. 3,371,480 3,258,068
---------- ---------
See the accompanying notes to the condensed consolidated financial statement
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FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
1995 1995
---------------- ----------------
(UNAUDITED) (UNAUDITED)
CASH PROVIDED BY OPERATING ACTIVITIES........................... $ 1,744,062 $ 3,243,561
INVESTING ACTIVITIES
Net purchases of short term investments..................... (108,648) (500,158)
Purchases of fixed maturities............................... (4,814,230) (10,150,663)
Dispositions of fixed maturities............................ 2,926,157 14,821,942
Net (purchases) dispositions of preferred equities.......... 459,484 (954,293)
Net purchases of common stock............................... (991,312) (2,255,075)
------------ -------------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES (2,528,549) 961,753
FINANCING ACTIVITIES
Stock options exercised..................................... 25,250 -
Payments of cash dividends.................................. (164,003) (140,927)
------------ -------------
NET CASH USED BY FINANCING ACTIVITIES (138,753) (140,927)
------------ -------------
INCREASE (DECREASE) IN CASH..................................... $ (923,240) $ 4,064,387
============ =============
See the accompanying notes to the condensed consolidated financial statements
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FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(unaudited)
A. BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by the Registrant without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission and reflect all
adjustments, consisting of normal recurring accruals, which are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the periods shown. These statements are condensed and do
not include all information required by generally accepted accounting
principles to be included in a full set of financial statements. It is
suggested that these financial statements be read in conjunction with the
consolidated financial statements at, and for the year ended, December 31,
1995 and notes thereto, included in the Registrant's annual report on form
10K as of that date. Certain prior year amounts have been reclassified to
conform with the 1996 presentation.
B. DIVIDENDS PAID
The Registrant has paid the following cash and common share dividends in
1996 to outstanding stockholders of record:
Payment Stockholder Dividend Paid
Date Record Date Per Common Share
----------------- ---------------- ----------------
February 22, 1996 January 25, 1996 20% Common Stock
February 22, 1996 January 25, 1996 $0.075
In addition, the Registrant has declared the following cash dividends in
1996 to outstanding stockholders of record:
Payment Stockholder Dividend Paid
Date Record Date Per Common Share
------------ --------------- ----------------
May 23, 1996 April 18, 1996 $0.075
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
GENERAL BUSINESS
Financial Institutions Insurance Group, Ltd. (the "Registrant") is an insurance
holding company which, through its subsidiaries, underwrites insurance and
reinsurance. The principal lines of business include professional liability,
directors' and officers' liability and other lines of property and casualty
insurance.
The Registrant conducts its business by operating an insurance company and
managing insurance assumptions through two underwriting agencies.
The First Reinsurance Company of Hartford ("First Re") is the largest
subsidiary. Through affiliated subsidiaries, First Re provides insurance
coverage and has entered into reinsurance treaties whereby companies cede a
portion of their premiums, commissions and related incurred losses to First Re.
The principal underwriting activity of the group is managed by a wholly-owned
subsidiary, Oakley Underwriting Agency, Inc. ("Oakley"). Formed in 1993,
Oakley underwrites directors' and officers' liability insurance and
professional liability insurance principally on behalf of First Re and Virginia
Surety Company, Inc. ("VSC"). VSC is an unaffiliated insurance company that
maintains an underwriting contract with Oakley.
The profitability of the property-casualty business is dependent on competitive
influences, the efficiency and costs of operations, investment results between
the time premiums are collected and losses are paid, the level of ultimate
losses paid, and the ability to estimate each of those factors in setting
premium rates. Investment results are dependent on the selection of investment
vehicles, investment market performance, the ability to project ultimate loss
payments, and the timing of those loss payments. Ultimate loss payments are
dependent on the types of coverages provided, results of litigation and the
geographic areas of the country covered.
LIQUIDITY
General convention in the insurance industry has established an informal
guideline ratio of premiums written to capital that is deemed appropriate.
Typically, this ratio provides that premiums be no greater than three times the
capital and surplus for an insurance company. The Registrant has maintained a
ratio of less than $ .40 of premium written for each $1.00 of its capital and
surplus since its inception. Additionally, the Registrant must file certain
reports with various regulatory agencies. These reports measure the liquidity,
capital resources and profitability of the Registrant to insurance industry
standards. Based on these reports, for the years 1994 and 1995, and the first
three months of 1996, the liquidity and capital resources of the Registrant
exceed the insurance industry standards.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Registrant's fixed investment portfolio has historically been structured
such that its average maturity does not exceed three years. In the first three
months of 1996, the average duration of the fixed portfolio was reduced to
approximately two years. This action was taken to protect the market value of
the fixed portfolio from the potential effect of rising interest rates. The
Registrant also reduced its market risk exposure to common stock and
convertible securities during this period. The Registrant believes that the
current investment market risk justifies a defensive posture. Following this
policy, the Registrant realized $2,119,748 of capital gains from the held for
sale portfolio in the first three months of 1996 by selling longer term fixed
securities and equity investments and reinvesting the proceeds into short-term
investments.
The length of time needed to settle claims from reinsured policies is
influenced by the type of coverage involved and the complexity of the
individual loss occurrence. Management believes that it has positioned its
investment portfolio to ensure that it can meet its obligations without adverse
deviation from its current investment objectives. It is also believed that the
Registrant's current investment policies permit it to continue to take
advantage of favorable changes that might occur in the investment marketplace.
On December 31, 1993, the Registrant adopted SFAS 115 and classified all of its
fixed maturity investments as held for sale and carries them at market
value, because the Registrant will likely sell such investments prior to
maturity. Non-redeemable preferred equity securities and common stocks are
also carried at market value. Short-term investments are carried at the lower
of amortized cost or market value.
Management does not plan to liquidate investments to fund operations or
pursue financing activities but will continue to manage the portfolio seeking
the maximum total return while keeping the duration and credit profile at
approximately the current levels.
The Registrant and its investment advisors believe that, given the current
uncertainties in the fixed income market, it was appropriate to realize these
gains. This activity increased the liquidity and quality of the portfolio.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The following table outlines the respective reserve components and their
balances as of March 31, 1995 and at quarterly intervals through the period to
March 31, 1996.
DIRECT AND ASSUMED
RESERVES ON
REPORTED IBNR
DATE RESERVES % CLAIMS % RESERVES %
3/31/95 $33,048,655 100% $13,551,763 41% $19,496,892 59%
6/30/95 $33,794,332 100% $13,106,992 39% $20,687,340 61%
9/30/95 $34,546,320 100% $12,486,310 36% $22,060,010 64%
12/31/95 $32,455,874 100% $11,688,406 36% $20,767,468 64%
3/31/96 $32,280,982 100% $13,201,167 41% $19,079,815 59%
CEDED
RESERVES ON
REPORTED IBNR
DATE RESERVES % CLAIMS % RESERVES %
3/31/95 $6,228,220 100% $4,282,499 69% $1,945,721 31%
6/30/95 $6,712,578 100% $5,503,357 82% $1,209,221 18%
9/30/95 $6,598,823 100% $5,058,984 77% $1,539,839 23%
12/31/95 $4,181,349 100% $2,199,000 53% $1,982,349 47%
3/31/96 $3,199,588 100% $2,510,388 78% $ 689,200 22%
NET RESERVES
RESERVES ON
REPORTED IBNR
DATE RESERVES % CLAIMS % RESERVES %
3/31/95 $26,820,435 100% $ 9,269,264 35% $17,551,171 65%
6/30/95 $27,081,754 100% $ 7,603,635 28% $19,478,119 72%
9/30/95 $27,947,497 100% $ 7,427,326 27% $20,520,171 73%
12/31/95 $28,274,525 100% $ 9,489,406 34% $18,785,119 66%
3/31/96 $29,081,394 100% $10,690,779 37% $18,390,615 63%
The Registrant regularly monitors the relative proportions of its gross
reserves to ensure that they are adequate. In the event such reserves are
deemed to be either excessive or insufficient, adjustments are made at the time
of such determination.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
For income tax purposes, the liability for unpaid losses and loss adjustment
expenses is discounted to values less than those reported for accounting
purposes. The effect of the discounting is to increase the amount of taxable
income and current income tax liability. The tax based adjustments are more
fully explained in Notes A and D to the consolidated financial statements of
the Registrant in the Registrant's Form 10-K for the year ended December 31,
1995.
Management considers the Registrant's current capitalization, investments and
net reserves to be adequate to meet the Registrant's operating needs and to
support the level of insurance and reinsurance premiums currently being
written.
Payments of future cash dividends are reviewed and voted on at regularly
scheduled Board of Directors' meetings of the Registrant and its subsidiaries.
In declaring the most recent dividend, the Registrant considered its current
financial condition, with special attention to current income, retained
earnings and its Stockholder Dividend Policy. These decisions, further, are
based upon the subsidiaries' performances, taking into account regulatory
restrictions on payment of dividends by such subsidiaries.
The Registrant's cash flow in the first three months of 1996 reflects a
decrease in net cash of $1,350,931. The net cash outflow is comprised of
$2,591,346 related to cash used for purchasing of investments, cash inflow of
$1,411,428 related to operations and a cash outflow of $171,013 related to the
payments of dividends less stock options being exercised. The prior year 1995
reflects a net cash decrease of $923,240 comprised of the purchases of
investments of $2,528,549, cash provided by operations of $1,744,062 and cash
used to pay dividends less cash received on stock options in the amount of
$138,753. The decrease in cash provided by operations is primarily due to the
increase in loss adjustment expenses and operating expenses.
As of April 1, 1995, First Re increased its net participation in the lower
layer of the Oakley treaties and eliminated its participations in the two upper
layers. The net exposure per risk increased by less than 1% (from $495,000 to
$500,000) but was concentrated in the first layer of coverage rather than
spread among the policy limits of up to $5,000,000. The net premium writings
increased from approximately 44% of the gross premiums, to approximately 70% of
the gross premiums. This change in participation created a proportional
increase in the commission expenses and incurred losses on the program.
The Registrant is unaware of any other trends or uncertainties that have had,
or that the Registrant reasonably expects will have, a material effect on its
liquidity, capital resources or operations. Management feels that the
Registrant's liquidity and capital resources are adequate to meet future needs.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
RESULTS OF OPERATIONS
Earnings per share in the three months ended March 31, 1996 and 1995
amounted to $.68 and $0.36 respectively. This represents an increase of 89%
from the comparable period of 1995. Earnings per share are calculated on a
diluted basis.
Net income for the three months ended March 31, 1996 is 96% higher than for the
same period in 1995 ($2,292,538 vs. $1,169,420).
Premiums earned and realized capital gains caused the total revenue to increase
by $3,071,139 or 82% for the three months. Incurred losses and commission
expenses increased proportionally to the premium increase, but favorable
development in losses in the financial institution reinsurance programs
continued to contribute significantly to the Registrant's net income.
PREMIUMS EARNED
The three month premiums earned increased 57% ($3,610,824 vs. $2,305,776) over
1995. This increase is primarily due to earned premiums from business produced
by the Registrant's Oakley subsidiary and is largely related to an increase in
retention of gross premium written from approximately 44% to 70% of the gross
premium, which occurred in the second quarter of 1995.
Gross premiums written increased approximately 7% for the first three months of
1996 when compared to 1995.
NET INVESTMENT INCOME AND REALIZED INVESTMENT GAINS
Net investment income in the three months ended March 31, 1996 decreased
approximately 20% ($939,676 vs. $1,170,565). This was due to a greater
proportion of the portfolio being invested into shorter duration securities
yielding lower interest rates.
Net realized gains on investments in the three months ended March 31 increased
approximately 2,425%, ($2,119,748 vs. $83,962). The gains earned in 1996
represented repositioning of the total portfolio. The Registrant secured these
gains due to the uncertainties in the investment market and the potential
negative effect that investment losses could have on the impending acquisition
of the Registrant.
Future realized gains will be dependent on portfolio positions and market
conditions. Consistent with its investment guidelines adjusted as discussed
above, the Registrant will continue to invest for the highest total return
possible while maintaining its portfolio's current liquidity and credit
characteristics.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
LOSSES AND LOSS ADJUSTMENT EXPENSES
Incurred losses and loss adjustment expenses were $1,946,108, a 137% increase
over the three month period ended March 31, 1995. The increase in premium
earnings caused a increase in losses incurred. The three months ended March
31, 1996 reflected a loss ratio of 54% as compared to 36% in 1995. Favorable
liability re-estimations of loss reserves on First Re's reinsurance assumed
contracts issued prior to 1993 provided approximately $800,000 of reduction in
incurred losses for the period.
COMMISSIONS EXPENSES
The three months ended March 31, 1996 had a commissions expense increase of
approximately 23% ($720,692 vs. $588,228) from the same period in 1995. The
1996 increase in commission expenses is proportional to the increased premiums
earned. The effective commission rate on premiums earned in 1996 decreased
from 26% to 20% from the comparable period in 1995. The lower acquisition cost
relates to the change in retention levels on the Oakley business at the April
1, 1995 treaty renewal date and the lower acquisition costs associated with
writing more business directly in First Re.
OTHER OPERATING AND MANAGEMENT EXPENSES
Other operating and management expenses increased 10% for the three months
ending March 31, 1996 ($936,588 vs. $850,955) when compared to the same
periods of 1995. The increase relates to expenses incurred with the higher
levels of premium production and professional fees incurred in resolving
various acquisition issues.
The Registrant continues to identify and initiate expense saving strategies as
it becomes more efficient in operating its Oakley subsidiary and managing its
run-off liabilities.
PROVISION FOR INCOME TAXES
The three months ended March 31, 1996 reflected a 28% effective tax rate as
compared to a 21% tax rate for the 1995 period. This increase is due to a
higher proportion of fully taxed realized capital gains in the total revenue.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
REGULATORY ENVIRONMENT
The insurance (and reinsurance) industry is being scrutinized by the Executive
and Legislative branches of government as well as regulatory agencies. Items
presently being given attention are individual state regulatory issues (i.e.
solvency) and federal regulation of the reinsurance and insurance industry. It
is not possible to predict at this time the impact that these initiatives will
have on the Registrant's business.
The Registrant will continue to monitor these developments and will respond
when necessary to the changing environment.
RECENT DEVELOPMENTS
On April 12, 1996, the Registrant executed a Merger agreement with FIIG
Holdings Corp., A wholly-owned subsidiary of Castle Harlan Partners II, L.P.
("Buyer"), and FIIG Merger Corp., a wholly-owned subsidiary of Buyer ("Buyer
Sub"), pursuant to which Buyer Sub will merge with and into the Registrant and
each outstanding share of common stock of the Registrant will be converted into
the right to receive $16.00 in cash (the "Merger"). Pursuant to a letter
agreement dated January 4, 1996 between John A. Dore, President and Chief
Executive Officer of the Registrant, and Castle Harlan, Inc., John Dore also
will be a stockholder and Chief Executive Officer of the Buyer.
The Merger is subject to certain conditions, including the approval and
adoption of the Merger Agreement by the holders of a majority of the
outstanding shares of the Registrant, the obtaining of all necessary regulatory
approvals, and other customary closing conditions. The Merger is not
conditioned upon receipt of financing.
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FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
PART II
OTHER INFORMATION
ITEMS 1-3 Have been omitted as they are either not applicable or result in a
negative answer.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) Not applicable.
ITEM 5 OTHER MATTERS
(a) None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) None
(b) Reports on Form 8-K for the quarter ended 3/31/96:
(I) Current Report on Form 8-K dated January 5, 1996
reporting the receipt of a joint proposal from John A.
Dore, President and Chief Executive Officer of the
Registrant and Castle Harlan Partners II, L.P. ("CHP
II") to acquire the Registrant for a cash price of
$15.00 per share.
(ii) Current Report on Form 8-K dated February 19, 1996
reporting the Registrants execution of a letter
agreement with John A. Dore and CHP II pursuant to
which Mr. Dore and CHP II jointly proposed to acquire
the Registrant for a cash price of $16.00 per share.
(iii) Current Report on Form 8-K dated April 12, 1996
reporting the execution by the Registrant of a Merger
Agreement with FIIG Holding Corp. ("Buyer"), a
wholly-owned subsidiary of CHP II, and FIIG Merger
Corp., a wholly-owned subsidiary of Buyer pursuant to
which Buyer Sub would merge into the Registrant and each
outstanding share of common stock of the Registrant
would be converted into the right to receive $16.00 in
cash.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
(Registrant)
May 10, 1996
John A. Dore
-------------------------------------
John A. Dore
(President and Chief Executive Officer, duly
authorized to sign this report in such
capacities and on behalf of the Registrant.)
May 10, 1996
Lonnie L. Steffen
--------------------------------------
Lonnie L. Steffen
(Chief Financial Officer , Executive Vice
President, Treasurer, duly authorized to sign
this report in such capacities and on behalf of
the Registrant.)
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