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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 September 30, 1997
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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
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 November 13, 1997
- -------------------------- --------------------------------
Common Stock, $1 par value 7,699,981 shares
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INTERCARGO CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
INDEX
PAGE
PART I. FINANCIAL INFORMATION NUMBER
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1997
(unaudited) and December 31, 1996 3
Consolidated Statements of Income for the three month
and nine month periods ended September 30, 1997 (unaudited)
and September 30, 1996 (unaudited) 4
Consolidated Statements of Stockholders' Equity
for the nine months ended September 30, 1997 (unaudited)
and September 30, 1996 (unaudited) 5
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1997 (unaudited) and
September 30, 1996 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7
Summary Statements of Income of Kingsway Financial Services,
Inc. for the three month and nine month periods ended
September 30, 1997 (unaudited) and September 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 13
EXHIBITS 14
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INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, December 31,
1997 1996
------------- ------------
(unaudited)
ASSETS
Investments
Fixed maturities at fair value $ 51,284 51,567
Equity securities at fair value 4,168 1,557
Investee at cost plus cumulative
undistributed earnings - 13,519
-------- -------
Total investments 55,452 66,643
Cash and cash equivalents 76,339 18,492
Premiums receivable 15,303 16,231
Accrued investment income 947 833
Deferred policy acquisition costs 3,683 3,884
Reinsurance recoverable on loss and loss expense:
Paid claims 4,399 96
Unpaid claims 11,527 9,980
Prepaid reinsurance premiums 7,245 4,549
Notes receivable 128 672
Deferred income tax 1,508 2,375
Equipment, at cost less accumulated depreciation 1,994 2,276
Goodwill 986 2,091
Other assets 6,280 5,588
-------- -------
Total assets $185,791 133,710
======== =======
LIABILITIES
Losses and loss adjustment expenses $ 51,710 47,037
Unearned premiums 20,973 17,617
Funds held by Company 482 491
Supplemental duty deposits 2,078 2,358
Accrued expenses and other liabilities 10,853 7,839
Income taxes payable 15,772 621
Notes payable - 9,735
-------- -------
Total liabilities 101,868 85,698
-------- -------
Commitments and Contingencies -- --
STOCKHOLDERS' EQUITY
Common stock--$1 par value; authorized
20,000,000 shares; issued and
outstanding, 7,699,981 shares in 1997
and 7,648,981 shares in 1996 7,700 7,660
Additional paid-in capital 24,400 24,180
Net unrealized loss on foreign
currency translation (23) (978)
Net unrealized gain (loss) on
marketable securities 1,838 (366)
Retained earnings 50,008 17,516
-------- -------
Total stockholders' equity 83,923 48,012
-------- -------
Total liabilities and stockholders' equity $185,791 133,710
======== =======
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 September 30, Nine months ended September 30,
-------------------------------- ---------------------------
1997 1996 1997 1996
---- ---- ---- ----
REVENUES
Insurance premium income $12,977 13,365 $40,537 44,696
Net investment income 49,934 797 52,069 2,784
Commission income 183 133 487 519
Other income 126 39 248 134
------- ------ ------- ------
Total 63,220 14,334 93,341 48,133
LOSSES AND EXPENSES
Losses and loss adjustment expenses 10,017 7,062 24,615 23,114
Policy acquisition costs 3,299 4,342 9,550 13,039
Other underwriting expenses 5,717 3,106 12,560 10,001
Interest expense 114 161 488 503
------- ------ ------- ------
Total 19,147 14,671 47,213 46,657
------- ------ ------- ------
Operating income 44,073 (337) 46,128 1,476
Income tax expense 14,995 (199) 15,614 404
------- ------ ------- ------
Net income before equity in net
income of investee 29,078 (138) 30,514 1,072
Equity in net income of investee 954 809 3,357 2,469
------- ------ ------- ------
NET INCOME $30,032 671 $33,871 3,541
======= ====== ======= ======
Average number of shares of
common stock outstanding 7,674 7,658 7,667 7,658
Net income per share $ 3.91 0.09 $ 4.42 0.46
======= ====== ======= ======
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
(Loss)
Number Additional On Foreign
of Common Paid-in Currency
Shares Stock Capital Translation
- ---------------------------------------------------------------------------------------------------
Balance at December 31, 1996 7,660 $7,660 24,180 (978)
Net Income -- -- -- --
Change in foreign currency translation -- -- -- 955
Change in unrealized gain (loss) on marketable securities -- -- -- --
Stock options exercised 40 40 220 --
Dividends paid to stockholders -- -- -- --
------ ------ ---------- -----------
Balance at September 30, 1997 7,700 $7,700 24,400 (23)
====== ====== ========== ===========
Balance at December 31, 1995 7,641 7,641 24,104 (1,179)
Net income -- -- -- --
Change in foreign currency translation -- -- -- 23
Change in unrealized gain (loss) on marketable securities -- -- -- --
Stock options exercised 8 8 32 --
Dividends paid to stockholders -- -- -- --
------ ------ ---------- -----------
Balance at September 30, 1996 7,649 7,649 24,136 (1,156)
====== ====== ========== ===========
Net
Unrealized
Gain
(Loss)
on Retained Stockholders'
Investments Earnings Equity
- -----------------------------------------------------------------------------------------------
Balance at December 31, 1996 (366) 17,516 48,012
Net Income -- 33,871 33,871
Change in foreign currency translation -- -- 955
Change in unrealized gain (loss) on marketable securities 2,204 -- 2,204
Stock options exercised -- -- 260
Dividends paid to stockholders -- (1,379) (1,379)
----------- -------- -------------
Balance at September 30, 1997 1,838 50,008 83,923
=========== ======== =============
Balance at December 31, 1995 567 12,488 43,621
Net income -- 3,541 3,541
Change in foreign currency translation -- -- 23
Change in unrealized gain (loss) on marketable securities (904) -- (904)
Stock options exercised -- -- 40
Dividends paid to stockholders -- (1,376) (1,376)
----------- -------- -------------
Balance at September 30, 1996 (337) 14,653 44,945
=========== ======== =============
See accompanying notes to consolidated financial statements.
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INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Nine months ended September 30,
-------------------------------
1997 1996
-------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 33,871 3,541
Adjustments to reconcile net income to net cash provided from
operating activities:
Realized Gains (48,861) (30)
Depreciation and amortization 1,214 1,052
Amortization of premiums on investments 33 73
Undistributed earnings of affiliate (3,357) (2,469)
Decrease (Increase) in premiums receivable 928 (6,710)
Decrease in deferred policy acquisition costs 201 255
Increase in reinsurance recoverables (8,546) (3,533)
Change in income tax accounts 14,882 707
Increase in liability for losses and loss
adjustment expenses 4,673 1,810
Increase in unearned premiums 3,356 1,814
Decrease in funds held (9) (160)
Decrease in supplemental duty deposits (280) (297)
Increase (decrease) in accrued expenses and other liabilities 3,014 4,173
Other, net (1,341) 135
-------- --------
Net cash provided from (used in) operating activities (222) 361
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed maturities:
Purchases (13,025) (21,983)
Sales 11,702 12,730
Maturities and calls 2,318 3,443
Equity securities:
Purchases (498) (100)
Sales 1,010 1,745
Net sales (purchases) of short-term investments (2) 510
Sale of Kingsway common stock 67,665 412
Purchase of property and equipment, net (247) (1,660)
-------- --------
Net cash used in investing activities 68,923 (4,903)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Repayment of notes payable (9,735) -
Proceeds from exercise of stock options 260 40
Dividends paid to stockholders (1,379) (1,376)
-------- --------
Net cash used in financing activities (10,854) (1,336)
-------- --------
Net increase (decrease) in cash and cash equivalents 57,847 (5,878)
Cash and cash equivalents:
Beginning of the period 18,492 16,478
-------- --------
End of the period $ 76,339 10,600
========= ========
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 September 30,
1997, and December 31, 1996, and the consolidated results of operations and
the consolidated cash flows for the nine month periods ended September 30,
1997, and 1996.
The results of operations for the nine month period ended September 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 September 30, 1997 consists of approximately
7.7 million shares outstanding $1.00 par value per share. The Company also
has outstanding stock options to purchase in the aggregate 109 thousand
shares of common stock.
3. Long Term Debt
The Company's bank line of credit had an outstanding balance amounting to
$9.7 million at December 31, 1996. The Company repaid the $9.7 million
during the current quarter with proceeds from the sale of substantially all
of the Company's shares of Kingsway.
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Kingsway Financial Services, Inc.
Summary Statements of Income
(in thousands)
(unaudited)
Three months ended September 30, Nine months ended September 30,
-------------------------------- -------------------------------
1997 1996 1997 1996
---- ---- ---- ----
REVENUES:
Net premiums earned $52,282 $31,005 $131,852 $74,037
Other revenues 7,854 2,278 14,378 5,890
------- ------- -------- -------
Total revenues 60,136 33,283 146,230 79,927
EXPENSES:
Claims incurred 35,913 19,258 85,327 46,120
Other expenses 16,130 9,605 40,224 22,444
------- ------- -------- -------
Total expenses 52,043 28,863 125,551 68,564
Income before income taxes 8,093 4,420 20,679 11,363
Income taxes 1,502 1,961 3,576 4,094
------- ------- -------- -------
NET INCOME $ 6,591 $ 2,459 $ 17,103 $ 7,269
======= ======= ======== =======
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FINANCIAL CONDITION
Total assets of the company increased to $185.8 million at September 30,
1997 from $133.7 million at December 31, 1996. Total investments
decreased to $55.5 million from $66.6 million, following the sale of
substantially all of the Company's shares in Kingsway Financial Services.
Cash and cash equivalents increased to $76.3 million at September 30, 1997
from $18.5 million at December 31, 1996 as a result of receiving $67.7
million for the sale of the Kingsway shares. Of this amount received,
$9.7 million was used to extinguish debt. Stockholders' equity increased
to $83.9 million at September 30, 1997 from $48.0 million at December 31,
1996. This increase was the result of net income of $33.9 million, plus
unrealized market value changes in investments, less dividends paid. On
both September 15, 1997 and March 14, 1997 dividends of $.09 per share
were paid totaling $689,398 on each date, for a year to date total of
$1,378,796.
RESULTS OF OPERATIONS
Earned premium for the third quarter of 1997 decreased $388,000, or 2.9% to
$13.0 million as compared to the third quarter of 1996. For the first nine
months of 1997 earned premium decreased $4.2 million, or 9.3% to $40.5 million
from the same period in 1996. Bond earned premiums in the third quarter of
1997 were negatively impacted by the movement to rates net of commissions for
U.S. Customs bonds as well as some weakening in market rates for that line.
Commercial and contract surety business premium earnings in the third quarter
of 1997 decreased $861,000 or 54.2% compared to the third quarter of 1996. The
Company had been evaluating its continued involvement in that line during the
first seven months of 1997. During that period sales in that line
deteriorated. The Company has now determined to remain in that line and has
increased its sales efforts with the expectation of growing the contract surety
business. Marine earned premiums increased 4.2% in the third quarter of 1997
to $6.5 million as compared to the third quarter of 1996. E&O earned premiums
in the third quarter of 1996 included additional retrospective reinsurance
premium ceded of $1.4 million. Other property and casualty net earned premium
for the third quarter of 1997 declined $239,000, or 14.8% as compared to the
third quarter of 1996.
Net investment income of $49.9 million for the third quarter of 1997 reflects a
gain before income taxes of $49.4 million from the sale of substantially all of
the Company's interest in Kingsway Financial Services. Also included in the
results for the third quarter is $599,000 in realized losses on the disposition
of various investments with carrying values in excess of current market rates.
Loss and loss adjustment expenses for the third quarter of 1997 increased $3.0
million, or 41.8% from the third quarter of 1996. During 1997, $3.0 million was
added to loss and loss adjustment expenses across several lines. Loss and loss
adjustment expense reserves are estimated using a range of values. The overall
reserves carried by the Company have been within such ranges. Management
nevertheless considers it prudent to further strengthen these reserves so as to
provide greater margins in the event of adverse development arising from
unanticipated events. Had this action not been taken the loss ratio for the
third quarter of 1997 would have been 54.1% rather than the resultant 77.2%,
and the loss ratio for the first nine months of 1997 would have been 53.3%
rather than the resultant 60.7%. The loss ratios for the third quarter of 1996
and the first nine months of 1996 were 52.8% and 51.7%, respectively.
Policy acquisition costs for the third quarter of 1997 decreased approximately
$1.0 million, or 24.0% as compared to the third quarter of 1996. For the first
nine months of 1997 these costs decreased $3.5 million, or 26.8% from the first
nine months of 1996. The decrease is due to lower levels of earned premiums,
the move to rate structures that
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are net of broker commissions, and to increased deferral rates for acquisition
costs for certain products with improved margins.
Other underwriting expenses increased $2.6 million in the third quarter of 1997
as compared to the third quarter of 1996. For the first nine months of 1997
such costs increased $2.6 million as compared to the same period in 1996.
Included in the 1997 amounts is $1.2 million, in addition to normal accruals,
for allowances for bad debts. Management deemed it prudent to fully reserve
the balance due from a customer with whom litigation is pending. The Company
also wrote off a customer account, without reducing the existing allowance for
bad debts balance, where a rapid deterioration in that customer's business
resulted in its demise. Included also in the 1997 amounts is approximately
$450,000 related to severance and other costs in connection with a change in
senior management.
Equity in net income of investee reflects the Company's equity in the earnings
of Kingsway Financial Services, Inc. up to the time that the Company sold a
substantial portion of its holdings. Following this sale, the Company now owns
less than 1% of the Kingsway shares outstanding, and its investment will no
longer be carried under the equity method of accounting for investments.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations absorbed $222,000 of net cash flow for the nine months
ended September 30, 1997. Operations generated net cash flow of $361,000 for
the first nine months of 1996. Investing activities generated net cash flow
for the first nine months of 1997 of $68.9 million primarily from the sale of
the Kingsway shares. Financing activities for the first nine months of 1997
absorbed $10.9 million of net cash flows primarily as a result of extinguishing
outstanding debt of $9.7 million. The Company is currently evaluating the
establishment of a new credit facility in the range of $10 million to $15
million.
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 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 nine month periods ended September 30, 1997
and 1996. It also sets forth the combined ratios by line and in the aggregate
for the Company.
U.S. AND U.K. OPERATIONS
--------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------
Nine months ended
September 30,
1997 13,627 102.2 $20,640 116.2 $2,429 151.6 $3,841 122.5 $40,537 114.2
1996 19,708 79.5 $19,422 113.9 $1,505 177.7 $4,009 141.4 $44,645 103.3
- ----------------------------------------------------------------------------------------------------------------------------
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 nine months of 1997 has decreased to $40.5
million from $44.7 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 effected by a change in reinsurance on the contract surety business
and the movement to rates net of commissions for U.S. Customs bonds, as well is
some weakening in market rates.
The combined ratio for bonds was negatively affected by the decline in premium
volume in 1997. The combined ratio for the marine line reflects a reserve
strengthening in 1997 of $1.9 million. The E&O line combined ratio improved in
1997 primarily as a result of higher earned premium. The combined ratio for
other Property and Casualty benefited in 1997 from expense allowances under
certain reinsurance treaties.
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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.
Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable.
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 August 15, 1997, which addressed
the Company's intention to dispose of essentially all of its
holdings in Kingsway Financial Services. A Form 8-K was filed on
September 8, 1997 which addressed the consummation of the sale of
Kingsway shares, which occurred on August 25, 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: November 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
Vice President
Chief Financial Officer, Treasurer
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EXHIBIT INDEX
11.0 Computation of Earnings per share.
27.1 Financial Data Schedule
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