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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_____________________
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, 1997
- --- OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
- ---
Commission File Number 0-16748
INTERCARGO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3414667
(State or other jurisdiction (IRS Employer
of incorporation) Identification 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 12, 1997
- -------------------------- ------------------------------
Common Stock, $1 par value 7,659,981 shares
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INTERCARGO CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1997
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 1997
(unaudited) and December 31, 1996 3
Consolidated Statements of Income for the three month
and six month periods ended June 30, 1997 (unaudited)
and June 30, 1996 (unaudited) 4
Consolidated Statements of Stockholders' Equity
for the six months ended June 30, 1997 (unaudited)
and June 30, 1996 (unaudited) 5
Consolidated Statements of Cash Flows for the six
months ended June 30, 1997 (unaudited) and
June 30, 1996 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7
Summary Statement of Income of Kingsway Financial Services,
Inc. for the three month and six month periods ended June 30, 1997
(unaudited) and June 30, 1996 (unaudited) 8
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Position 9
PART II. OTHER INFORMATION 12
SIGNATURES 17
EXHIBITS 18
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INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, December 31,
1997 1996
-------- -----------
(unaudited)
ASSETS
Investments
Fixed maturities at fair value $55,860 51,567
Equity securities at fair value 1,737 1,557
Investee at cost plus cumulative undistributed earnings 15,923 13,519
-------- -------
Total investments 73,520 66,643
Cash and cash equivalents 13,005 18,492
Premiums receivable 19,163 16,231
Accrued investment income 888 833
Deferred policy acquisition costs 4,551 3,884
Reinsurance recoverable on loss and loss expense:
Paid claims 1,995 96
Unpaid claims 9,249 9,980
Prepaid reinsurance premiums 7,767 4,549
Notes receivable 606 672
Deferred income tax 2,347 2,375
Equipment, at cost less accumulated depreciation 2,105 2,276
Goodwill 1,985 2,091
Other assets 5,424 5,588
-------- -------
Total assets $142,605 133,710
======== =======
LIABILITIES
Losses and loss adjustment expenses $46,285 47,037
Unearned premiums 22,884 17,617
Funds held by Company 382 491
Supplemental duty deposits 2,095 2,358
Accrued expenses and other liabilities 9,991 8,460
Notes payable 9,735 9,735
-------- -------
Total liabilities 91,372 85,698
-------- -------
Commitments and Contingencies -- --
STOCKHOLDERS' EQUITY
Common stock--$1 par value; authorized 20,000,000 shares; issued and
outstanding, 7,659,981 shares in 1997 and in 1996 7,660 7,660
Additional paid-in capital 24,180 24,180
Net unrealized loss on foreign currency translation (1,022) (978)
Net unrealized gain (loss) on marketable securities (250) (366)
Retained earnings 20,665 17,516
-------- -------
Total stockholders' equity 51,233 48,012
-------- -------
Total liabilities and stockholders' equity $142,605 133,710
======== =======
See accompanying notes to consolidated financial statements.
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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,
------------------------------ ----------------------------
1997 1996 1997 1996
-------------- -------------- ------------- -------------
REVENUES
Insurance premium income $13,836 16,590 $27,560 31,330
Net investment income 1,089 998 2,136 1,988
Commission income 147 219 304 386
Other income 68 89 121 95
-------------- -------------- ------------- -------------
Total 15,140 17,896 30,121 33,799
LOSSES AND EXPENSES
Losses and loss adjustment expenses 7,365 8,760 14,598 16,052
Policy acquisition costs 3,117 4,087 6,252 8,697
Other underwriting expenses 3,596 3,881 6,843 6,894
Interest expense 178 125 374 342
-------------- -------------- ------------- -------------
Total 14,256 16,853 28,067 31,985
-------------- -------------- ------------- -------------
Operating income 884 1,043 2,054 1,814
Income tax expense 276 397 619 604
-------------- -------------- ------------- -------------
Net income before equity in net income of investee 608 646 1,435 1,210
Equity in net income of investee 1,436 1,108 2,404 1,660
-------------- -------------- ------------- -------------
NET INCOME $2,044 1,754 $3,839 2,870
============== ============== ============= =============
Average number of shares of common stock
outstanding 7,679 7,661 7,676 7,662
Net income per share $0.27 0.23 $0.50 0.37
============== ============== ============= =============
See accompanying notes to consolidated financial statements.
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INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
Net
Unrealized Net
Gain (Loss) Unrealized
Additional On Foreign Gain (Loss) Stock-
Number of Common Paid-in Currency on Retained holders'
Shares Stock Capital Translation Investments Earnings Equity
--------------------------------------------------------------------------------
Balance at December 31, 1996 7,660 $7,660 24,180 (978) (366) 17,516 48,012
Net Income -- -- -- -- -- 3,839 3,839
Change in foreign currency translation -- -- -- (44) -- -- (44)
Change in unrealized gain (loss)
on marketable securities -- -- -- -- 116 -- 116
Dividends paid to stockholders -- -- -- -- (690) (690)
------ ------ ------- ------- ------ ------- -------
Balance at June 30, 1997 7,660 $7,660 24,180 (1,022) (250) 20,665 51,233
====== ====== ======= ======= ======= ======= =======
Balance at December 31, 1995 7,641 7,641 24,104 (1,179) 567 12,488 43,621
Net income -- -- -- -- -- 2,870 2,870
Change in foreign currency translation -- -- -- 20 -- -- 20
Change in unrealized gain (loss)
on marketable securities -- -- -- -- (1,167) -- (1,167)
Dividends paid to stockholders -- -- -- -- -- (688) (688)
------ ------ ------- ------- ------ ------- -------
Balance at June 30, 1996 7,641 $7,641 24,104 (1,159) (600) 14,670 44,656
====== ====== ======= ======= ======= ======= =======
See accompanying notes to consolidated financial statements.
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INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Six months ended June 30,
-------------------------
1997 1996
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $3,839 2,870
Adjustments to reconcile net income to net cash provided from
operating activities:
Realized gains (16) (55)
Depreciation and amortization 812 770
Amortization of premiums on investments 24 53
Undistributed earnings of affiliate (2,404) (1,660)
Increase in premiums receivable (2,932) (4,516)
Increase in deferred policy acquisition costs (667) (453)
Increase in reinsurance balances (4,386) (3,341)
Change in income tax accounts (32) 673
Increase (decrease) in liability for losses and loss
adjustment expenses (751) 874
Increase in unearned premiums 5,267 2,159
Decrease in funds held (109) (98)
Decrease in supplemental duty deposits (263) (205)
Increase in accrued expenses and other liabilities 1,531 1,257
Other, net (219) (43)
------- --------
Net cash used in operating activities (306) (1,715)
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed maturities:
Purchases (7,294) (17,740)
Sales 2,412 8,970
Maturities and calls 750 2,908
Equity securities:
Purchases (498) (100)
Sales 425 671
Net sales (purchases) of short-term investments (102) 510
Sale of Kingsway common stock - 412
Purchase of property and equipment, net (184) (1,338)
------- --------
Net cash used in investing activities (4,491) (5,707)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Dividends paid to stockholders (690) (688)
------- --------
Net cash used in financing activities (690) (688)
------- --------
Net increase (decrease) in cash and cash equivalents (5,487) (8,110)
Cash and cash equivalents:
Beginning of the period 18,492 16,478
------- --------
End of the period 13,005 8,368
======= ========
See accompanying notes to consolidated financial statements.
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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, 1997, and
December 31, 1996, and the consolidated results of operations and the
consolidated cash flows for the six month periods ended June 30, 1997, and
1996.
The results of operations for the six month period ended June 30, 1997, 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, 1996 Form 10-K filed by the Company.
2. Earnings per Share
Earnings per share are computed based on the weighted average number of
shares outstanding which includes common stock equivalents (if dilutive)
relating to outstanding options.
The Company's common stock at June 30, 1997, consists of 7.7 million
shares outstanding $1.00 par value per share. The Company also has 143
thousand outstanding stock options.
3. Long Term Debt
The Company's $13.8 million bank line of credit had an outstanding balance
amounting to $9.7 million at June 30, 1997 and December 31, 1996.
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Kingsway Financial Services, Inc.
Summary Statement of Income
(in thousands)
(unaudited)
Three months ended June 30, Six months ended June 30,
------------------------------ ----------------------------
1997 1996 1997 1996
-------------- -------------- ------------- -------------
REVENUES:
Net premiums earned $33,499 20,051 $57,864 31,504
Other revenues 2,193 1,467 4,744 2,644
-------------- -------------- ------------- -------------
Total revenues 35,692 21,518 62,608 34,148
EXPENSES:
Claims incurred 20,863 12,257 35,934 19,666
Other expenses 9,365 6,047 17,522 9,399
-------------- -------------- ------------- -------------
Total expenses 30,228 18,304 53,456 29,065
Income before income taxes 5,464 3,214 9,152 5,083
Income taxes 885 858 1,508 1,562
-------------- -------------- ------------- -------------
NET INCOME $4,579 2,356 $7,644 3,521
============== ============== ============= =============
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
POSITION
FINANCIAL CONDITION
Total assets of the Company increased to $142.6 million at June 30, 1997 from
$133.7 million at December 31, 1996. Total investments increased to $73.5
million from $66.6 million. Total stockholders' equity increased to $51.2
million from $48.0 million. This increase was the result of net income of $3.8
million, plus unrealized market value changes in investments, less dividends
paid. On March 14, 1997 a dividend of $.09 per share was paid totaling
$689,398.
RESULTS OF OPERATIONS
Earned premium for the second quarter of 1997 decreased $2.8 million, or 16.6%,
to $13.8 million as compared to the second quarter of 1996. For the first six
months of 1997, earned premium declined $3.8 million, or 12.0%, to $27.6
million from the same period in 1996. Included in the 1996 second quarter
amount is $1.6 million of returned premium from reinsurers which was recaptured
pursuant to a restructuring of the reinsurance treaty related to the U.S.
Customs bonds product line. Bond earned premium was also negatively impacted
by a change in the reinsurance on surety business and by the movement to rates
net of commissions for U.S. Customs bonds. Losses and loss adjustment expenses
for the second quarter of 1997 decreased $1.4 million, or 15.9%, from the
second quarter of 1996 due primarily to the decrease in volume. For the first
six months of 1997, losses and loss adjustment expenses decreased $1.5 million,
or 9.1%, due to the decrease in volume. The loss ratio for the first six
months of 1997 was 53.0% versus 51.2% for the first six months of 1996. This
increase reflects a change in reserve factors in certain product lines.
Policy acquisition costs for the second quarter of 1997 decreased $970,000, or
23.7% from the second quarter of 1996. For the first six months of 1997 these
costs decreased $2.4 million, or 28.1% from the first six months of 1996. The
decrease is due to lower premium volumes, the continuing move to rate
structures that are net of broker commissions, and to increased deferral rates
for acquisition costs for products with improved margins.
Equity in net income of investee reflects the Company's equity in the earnings
of Kingsway Financial Services, Inc. This component of net income increased
$328,000, or 29.6% during the second quarter of 1997 as compared to the second
quarter of 1996. For the first six months of 1997 the increase was $744,000,
or 44.8% as compared to the first half of 1996. The increase reflects the
continued strong operations of Kingsway, in which the Company currently has
approximately a 31% ownership interest.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations absorbed $306,000 and $1.7 million of net cash flow
for the six months ended June 30, 1997 and 1996, respectively. Increases in
balances due from reinsurers and in premiums receivable were significant
factors in the 1997 result. These factors are a result of timing differences.
At June 30, 1997 and at December 31, 1996 the Company had borrowed $9.735
million against a line of credit with a maximum limit of $13.8 million.
The Company intends to offer and sell substantially all of its common shares of
Kingsway Financial Services, Inc. The Kingsway shares will be included in a
combination primary and secondary offering registered in Canada under which
Kingsway will be selling shares of common stock for its own account. The
Kingsway shares will not be, and have not been, registered under the U.S.
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of that Act. The Company
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currently holds 4,180,000 Kingsway common shares, of which 4,090,100
are expected to be sold in the offering. The net proceeds to the Company will
be used to repay the principal balance of the Company's bank line of credit and
for other corporate purposes. The securities offering is expected to be
completed by the end of August, 1997.
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.
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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, 1997 and
1996. It also sets forth the combined ratios by line and in the aggregate for
the Company. Combined ratios on a GAAP basis are presented here as the Company
feels this provides a conservative and consistent representation of operational
performance as a whole. A combined ratio of less than 100% generally indicates
an underwriting profit. Many of the large property and casualty companies
which sell standard commercial and personal lines of insurance have
historically posted combined ratios well in excess of 100%. No assurance is
made that loss and loss adjustment expenses accruals upon which the Company's
combined ratios are based may not prove to vary significantly from the ultimate
results.
OTHER
BOND MARINE E&O PROPERTY & CASUALTY TOTAL
----------------- ----------------- ----------------- ------------------- ------------------
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,
1997 9,317 95.0 14,124 99.9 1,654 127.2 2,465 96.2 27,560 99.5
1996 13,785 77.8 13,209 116.3 1,941 133.3 2,395 143.7 31,330 102.5
Year ended December 31,
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
1992 17,720 105.8 10,773 74.3 2,090 131.5 566 165.2 31,149 97.7
Net earned premium for the first six months of 1997 has decreased to $27.6
million from $31.3 million a year earlier. Included in the previous year's
amount is $1.6 million of returned premium from reinsurers recaptured pursuant
to a restructuring of the Customs bond treaty. Bond earned premium was also
negatively affected by a change in reinsurance on the contract surety business
and the movement to rates net of commissions for U.S. Customs bonds.
The combined ratios for all lines of business, except bonds, have decreased in
the first quarter of 1997 over the same period for 1996. The combined ratio
decreases as policy acquisition costs and loss reserving rates decline.
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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.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's Annual Meeting of Stockholders was held on May 16, 1997.
(b) Not applicable
(c) At said Annual Meeting, stockholders voted on the election of Class 1
Directors; the ratification of Ernst & Young LLP as auditors for fiscal
year 1997; and, approval of an amendment to extend the term of the
Company's Non-Qualified and Incentive Stock Option Plan ("Plan") by
approximately 10 years. Results of the voting are as follows:
VOTES RECEIVED
FOR AGAINST OR WITHHELD
--------- -------------------
DIRECTORS:
Kenneth A. Bodenstein 6,870,467 263,638
Albert J. Gallegos 6,870,467 263,638
Ratification of Auditors 7,132,205 1,900
Approval of Amendment to Plan 5,761,476 617,911
(d) Not applicable
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ITEM 5. OTHER INFORMATION
On July 2, 1997 the Company elected Stanley A. Galanski as President and Chief
Executive Officer and added him to its Board of Directors. Mr. Galanski most
recently served as President of New Hampshire Insurance Company, a subsidiary
of American International Group, Inc. a commercial property and casualty
insurer. Prior to that, Mr. Galanski served in several capacities with the
Chubb Group of Insurance Companies.
Effective August 8, 1997, James R. Zuhlke resigned as Chairman of the Board of
Directors and as a member of the Board. The Company does not expect that his
resignation will materially impact the operations of the Company.
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ITEM 6(a) EXHIBITS
EXHIBIT INDEX
11.0 Computation of Earnings per share.
27.1 Financial Data Schedule
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ITEM 6(b) REPORTS ON FORM 8-K
The Company filed a Form 8-K on March 5, 1997 which was subsequently amended on
March 17, 1997; April 8, 1997; and April 9, 1997. The report and amendments
addressed the change in auditors for fiscal year 1997.
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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.
Date: August 13, 1997.
(Registrant) INTERCARGO CORPORATION
By: /s/ Stanley A. Galanski
-------------------------------------
Stanley A. Galanski
President and Chief Executive Officer
By: /s/ Michael L. Rybak
--------------------------------------
Michael L. Rybak
Treasurer and Chief Financial Officer
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