1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 0-8738
December 31, 1998 Commission File Number
BANCINSURANCE CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0790882
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 East Broad Street, Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (614) 228-2800
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class)
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 twelve 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
On February 11, 1999, the aggregate fair value of the voting stock held by those
other than executive officers and directors of the registrant was $12,081,878.
As of February 11, 1999, the Registrant had 5,843,115 Common Shares, without par
value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1998 are incorporated by reference in Part II.
Portions of the registrant's Proxy Statement for the 1999 Annual Meeting of
Shareholders are incorporated by reference in Part III.
2
BANCINSURANCE CORPORATION AND SUBSIDIARIES
1998 FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1. Business................................................. 3
Item 2. Properties............................................... 7
Item 3. Legal Proceedings........................................ 7
Item 4. Submission of Matters to a Vote of Security Holders...... 7
PART II
Item 5. Market for the Company's Common Stock and Related
Security Holder Matters.............................. 8
Item 6. Selected Consolidated Financial Data..................... 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 8
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk................................................. 8
Item 8. Consolidated Financial Statements and Supplementary Data. 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................. 8
PART III
Item 10. Directors and Executive Officers of the Company.......... 8
Item 11. Executive Compensation................................... 8
Item 12. Security Ownership of Certain Beneficial Owners and
Management........................................... 9
Item 13. Certain Relationships and Related Transactions........... 9
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K............................................. 9
3
Part I
Item 1. Business
GENERAL
The Company is an Ohio insurance holding company engaged primarily in the
underwriting of specialized and niche insurance products and related services
through its wholly-owned insurance subsidiary, Ohio Indemnity Company ("Ohio
Indemnity"). Ohio Indemnity is licensed to transact business in 47 states and
the District of Columbia and on a surplus lines basis in Texas. BCIS Services,
Inc. ("BCIS Services"), an Ohio corporation and a wholly-owned subsidiary of the
Company is a non-risk bearing provider of workers' compensation administration
and cost control services to employers who retain and transfer their workers'
compensation risk. Custom Title Services, Inc. (formerly known as Title Research
Corporation) ("Custom Title"), an Ohio corporation and a wholly-owned subsidiary
of the Company specializes in title, appraisal and related services which
support documentation needs for first and second mortgage lending requirements.
The reference to the "Company" in the following discussion relates to the
Company and its subsidiaries.
PRODUCTS
Most of the Company's net premiums written and premiums earned are derived from
two distinct lines of specialized and niche insurance products and related
services:
Ultimate Loss Insurance. Ultimate Loss Insurance, a form of physical damage
blanket single interest collateral protection insurance, is sold to lending
institutions, such as banks, savings and loan associations, credit unions,
automobile dealers and finance companies. Ultimate Loss Insurance insures such
institutions against damage to pledged collateral in cases where the collateral
is not otherwise insured. The standard policy covers physical damage to the
collateral, not to exceed the lesser of the collateral's fair market value or
the outstanding loan balance. This blanket single interest collateral protection
policy is generally written to cover the lending institution's complete
portfolio of collateralized personal property loans, which consist primarily of
automobile loans. The Company offers supplemental coverages, at additional
premium cost, for losses due to unintentional errors in lien filings and
conversion, confiscation and skip risks. Conversion risk coverage protects the
lender from unauthorized and wrongful taking of the lender's collateral. Skip
risk coverage protects the lender when a delinquent debtor disappears with the
loan collateral.
Since its inception in 1956, the Company has gradually expanded coverage of the
program to include lenders such as banks, savings and loans, credit unions and
finance companies. During 1998, the Company provided Ultimate Loss Insurance
coverage to approximately 310 lending institutions.
The premiums charged for Ultimate Loss Insurance reflect claims experience, loan
volumes and general market conditions.
In addition, the Company markets creditor-placed collateral and mortgage
protection policies in two states, Tennessee and Arkansas. Collateral and
mortgage protection insurance covers primarily automobile and residential
mortgages pledged as security for loans for which the borrower has not produced
evidence of coverage as required by the lender.
Bonded Service Program. Unemployment compensation is a federally mandated social
insurance program. Private employers finance the payment of unemployment
benefits to their former employees by paying a tax on covered wages. Certain
not-for-profit and governmental entities can elect not to pay the tax and
reimburse the state for benefits actually paid to their former employees. This
reimbursing method is usually the least costly option but poses the risk of
having to pay unexpected, unbudgeted benefit costs. The Bonded Service program
alleviates that risk of unexpected loss. The Company has participated since 1989
by bonding specific unemployment compensation servicing commitments of a cost
containment service firm including that firm's reimbursement of unemployment
benefits.
3
4
In 1992, the Company agreed to write a similar type bond covering groups of
smaller not-for-profit entities which could realize the cost benefits of being a
reimburser, but could not do so on a stand-alone basis.
The cost containment service firm's charge to the participating employer is
based primarily upon historical claims experience, general economic conditions
and other factors specific to the employer. Subscribers to the Bonded Service
program enroll for a term ranging from one to two years and the Company's surety
bond extends for the duration of the term. The Bonded Service program fees
applicable to any renewal term are adjusted based upon the subscriber's
historical claims experience, the subscriber's announced business plans with
respect to significant planned changes in employment, stability of the
subscriber's source of funding and general economic conditions. Since 1989,
annual renewals have averaged 95%, however, there can be no assurance that such
trend will continue.
Some states require that reimbursing employers post a bond as security for the
performance of their reimbursing obligations. The Company provides this mandated
bond on behalf of employers enrolled in the Bonded Service program. The
Company's obligations under such bonds may not, in every case, cease upon
termination of an employer's participation in the program. The financial
statements include reserves for losses on such programs for benefits paid. Such
reserves were $396,000 and $477,600 at December 31, 1998 and 1997, respectively.
BCIS Services, Inc. BCIS Services is a third party administrator (TPA)
specializing in managing workers' compensation obligations assumed by employers
who self-insure this coverage. BCIS enters into contracts with its clients that
define the specific servicing responsibilities BCIS will perform for which the
client pays agreed upon fees during the duration of such contract which normally
covers one to three years. BCIS Services was formed in February 1993 and began
marketing its programs in July 1993. Since the commencement of its business,
BCIS Services has operated only in California. BCIS Services does not engage in
the business of underwriting or insuring risks of loss.
BCIS Services assists the client in controlling factors that impact containment
of workplace disability costs. BCIS Services is postured to provide independent
claims administration involving other casualty insurance exposures on a
multi-state basis. Independent resources are engaged to provide specialized
control functions as circumstances dictate. BCIS Services provided cost control
services to five employers in California during 1998 and four employers during
1997 which generated revenues of $570,302 and $658,884 during 1998 and 1997,
respectively.
Custom Title Services, Inc. In April 1997, Custom Title, a newly formed,
wholly-owned subsidiary of the Company, purchased substantially all of the net
assets of Title Research Agency, an Ohio corporation. Custom Title assists the
consumer mortgage lending industry with various services including title, lien
search, property appraisal, closings and placement of title insurance. Custom
Title is engaged in preparation all technical documentation necessary for home
equity lending. Custom Title does not engage in the business of underwriting or
insuring title coverage, but represents a title insurance company. During 1998
and 1997, the Company generated title and appraisal fees of $1,959,384 and
$1,593,556, respectively. Custom Title operated primarily in Ohio during 1998.
COMPETITION
The insurance business is highly competitive. There are approximately 3,200
property and casualty insurance companies in the United States, although most of
them are not significant competitors for the specialty lines which the Company
underwrites. Some competing companies offer more diversified insurance coverage
and have greater financial resources than the Company. Competition may include
lower premiums, specialized products, more complete and complex product lines,
greater pricing flexibility, superior service, different marketing techniques,
or better agent compensation. Management believes that one of its competitive
advantages is specializing in limited insurance lines. This specialization
allows the Company to refine its underwriting and claims techniques, which in
turn, provide agents and insureds with superior service.
4
5
Competition for the Bonded Service program is provided indirectly by insurers
who have designed coverages for reimbursing employers with loss limitation
features similar in concept to the Bonded Service program. The Company believes
that the Bonded Service program has cost savings and other features which enable
the program to compete effectively against providers of loss limitation
coverages. The cost containment service firm, on whom the Company relies for
growth in bond fees, competes with other cost containment service firms for
service contracts with not-for-profit organizations, some of which may require
loss limitation coverages.
BCIS Services' competition includes any brokers, agents, insurance companies or
consultants which provide administrative services to their clients. The major
competitors are TPA's, most of which operate on a regional basis. There are
approximately 51 TPA's in California that specialize in serving employers who
retain and transfer their workers' compensation risk.
Custom Title's competition includes title companies, brokers, agents, insurance
companies or contractors who provide mortgage services to their clients. The
major competitors are title lien search companies, most of which operate on a
regional basis. There are approximately 1,100 title lien search companies in
Ohio that specialize in first and second mortgage lending requirements. The
title lien industry is highly competitive. Key elements which affect competition
are: price, expertise, service, financial strength and size of the company.
There can be no assurance that the Company will not face additional competition
in its markets from new or existing competitors.
REINSURANCE
The Company maintains a quota share reinsurance agreement, by which Ohio
Indemnity cedes a portion of its mortgage protection insurance to a reinsurer.
This arrangement limits the net claim liability potential arising from specific
policies. This reinsurance agreement does not relieve the Company from its
obligations to policyholders. Consequently, failure of the reinsurer to honor
its obligations could result in losses to the Company. The Company currently
recovers 75% of the paid losses and loss adjustment expense applicable to
Mortgage Protection insurance policies, respectively.
As of December 31, ceded reinsurance decreased commission expense incurred by
$38,925 and $23,032 in 1998 and 1997, respectively.
REGULATION
Insurance Company Regulation
Ohio Indemnity, as an Ohio property/casualty insurance company, is subject to
the primary regulatory supervision of the Ohio Department of Insurance. In
addition, Ohio Indemnity is subject to regulation in each jurisdiction in which
it is licensed to write insurance. In general, such regulation is designed to
protect the interests of insurance policyholders rather than the Company or the
Company's shareholders.
Such regulation relates to, among other matters: licensing of insurers and their
agents; authorized lines of business; capital and surplus requirements and
general standards of solvency; financial reports; reserve requirements;
underwriting limitations; investment criteria; transactions with affiliates;
dividend limitations; changes in control and a variety of other financial and
nonfinancial matters.
The principal source of cash available to the Company is dividends from Ohio
Indemnity. The Company is subject to the Ohio Insurance Holding Company System
Regulatory Act, as amended, which requires that a 10-day notice of the proposed
payment of any dividends or other distributions by Ohio Indemnity be given to
the Ohio Superintendent of Insurance. If such dividends or distributions,
together with any other dividends or distributions made within the preceding
twelve months, exceed the greater of: (i) 10% of Ohio Indemnity's statutory
surplus as of the immediately preceding December 31st, or (ii) the net income of
Ohio Indemnity for the immediately preceding calendar year, a 30-day notice of
such proposed dividend or distribution is required to be given to the
Superintendent and the Superintendent may disapprove such dividend or
distribution
5
6
within the 10-day period following receipt of such notice.
Most states have insurance laws requiring that rate schedules and other
information be filed with the state's regulatory authority, either directly or
through a rating organization with which the insurer is affiliated. The
regulatory authority may disapprove a rate filing if it finds that the rates are
inadequate, excessive or unfairly discriminatory. Rates vary by class of
business, hazard assumed and size of risk, and are not necessarily uniform for
all insurers. Many states have recently adopted laws which limit the ability of
insurance companies to increase rates. To date, such limitations have had a
limited impact on the Company, and the Company has no knowledge of any such
limitations that may affect its future results of operations, although there can
be no assurance that such limitations will not adversely affect the Company's
results of operations in the future.
All insurance companies must file annual statements in states where they are
authorized to do business and are subject to regular and special examinations by
the regulatory agencies of those states. On June 20, 1997, the Ohio Department
of Insurance issued its triennial examination report on Ohio Indemnity for the
three-year period ended December 31, 1996. The examiners reported that the
financial statements set forth in the report reflected the financial condition
of Ohio Indemnity. Management is not aware of any recommendations by regulatory
authorities which, if implemented, would have, or are reasonably likely to have,
a material effect on the Company's liquidity, capital resources or results of
operations. The next triennial review of the Company will be conducted by the
Ohio Superintendent of Insurance in 2000 for the three-year period ending
December 31, 1999.
Numerous states routinely require deposits of assets by insurance companies to
protect policyholders. As of December 31, 1998, securities with a fair value of
approximately $4,010,600 had been deposited by the Company with eleven state
insurance departments. Such deposits must consist of securities which comply
with standards established by the particular state's insurance department. The
deposits, typically required by a state's insurance department on admission to
do insurance business in such state, may be increased periodically as mandated
by applicable statutory or regulatory requirements.
Insurance Holding Company System Regulation
Bancinsurance Corporation is subject to certain provisions of the Ohio Insurance
Holding Company System Regulatory Act, as amended, which governs any direct or
indirect change in control of it and certain affiliated-party transactions
involving it or its assets. No person may acquire, directly or indirectly, 10%
or more of the outstanding voting securities of Ohio Indemnity, unless the Ohio
Superintendent of Insurance has approved such acquisition. The determination of
whether to approve any such acquisition is based on a variety of factors,
including an evaluation of the acquirer's financial condition, the competence of
its management and whether competition in Ohio would be reduced. In addition,
certain material transactions involving Bancinsurance Corporation and Ohio
Indemnity must be disclosed to the Ohio Superintendent of Insurance not less
than 30 days prior to the effective date of the transaction. Such transaction
can be disapproved by the Superintendent within such 30-day period if it does
not meet certain standards. Transactions requiring such approval include, but
are not limited to: sales, purchases or exchanges of assets; loans and
extensions of credit; and investments not in compliance with statutory
guidelines. Ohio Indemnity is also required to file periodic and updated
statements reflecting the current status of its holding company system, the
existence of any related-party transactions and certain financial information
relating to any person who directly or indirectly controls (presumed to exist
with 10% voting control) Ohio Indemnity. Bancinsurance Corporation believes that
it is in compliance with the Ohio Insurance Holding Company System Regulatory
Act and the regulations promulgated thereunder.
The National Association of Insurance Commissioners ("NAIC")
All states have adopted the financial reporting form of NAIC, which is typically
referred to as the NAIC "annual statement," and most states, including Ohio,
generally defer to NAIC with respect to statutory accounting practices and
procedures. In this regard, NAIC has a substantial degree of practical influence
and is able to accomplish certain quasi-legislative initiatives through
amendments to the NAIC annual statement and applicable statutory accounting
practices and procedures.
6
7
The NAIC adopted a Risk Based Capital ("RBC") test applicable to property and
casualty insurers. The RBC calculation serves as a benchmark of insurance
enterprises' solvency by state insurance regulators by establishing statutory
surplus targets which will require certain Company level or regulatory level
actions. Based on the Company's analysis, it appears that the Company's total
adjusted capital is in excess of all required action levels and that no
corrective action will be necessary. These RBC provisions have been enacted into
the Ohio Revised Code.
PENDING LEGISLATION
The insurance industry is under continuous review by both state and federal
legislatures. From time to time various regulatory and legislative changes have
been proposed in the insurance industry which could have an effect on insurers
and reinsurers. Among the proposals that have in the past been, or are at
present being, considered are the possible introduction of federal regulation in
addition to, or in lieu of, the current system of state regulation of insurers,
and other possible restrictions on insurance transactions with unlicensed
insurers. The Company is unable to predict whether any of these proposals will
be adopted, the form in which any such proposals would be adopted or the impact,
if any, such adoption would have on the Company.
EMPLOYEES
As of February 11, 1999, the Company employed 46 full-time employees and 3
part-time employees. The Company is not a party to any collective bargaining
agreement and is not aware of any efforts to unionize its employees.
SERVICE MARKS
The Company has developed common law rights in its service mark, ULTIMATE LOSS
INSURANCE, which is registered in the State of Ohio. The Company has developed
common law rights for, "BI BANCINSURANCE CORPORATION" (stylized letters) in each
state in which it has been operating.
Item 2. Properties
The Company leases all of its office space, which as of February 11, 1999,
totalled approximately 14,554 square feet. The home office in Columbus, Ohio
aggregates approximately 7,000 square feet. The lease provides for a monthly
gross rental of $7,817. The leased space is shared with Westford Group, Inc., an
affiliate of the Company through a common officer and principal shareholder.
Rental expense is allocated in accordance with space utilization. BCIS Services'
office in Los Angeles, California occupies approximately 2,900 square feet. The
lease provides for a monthly gross rental of $3,324. Custom Title leases office
space at a property located in Gahanna, Ohio which serves as its corporate
headquarters. The office occupies approximately 3,390 square feet. Custom
Title's branch leases office space in Cleveland, Ohio occupying approximately
2,548 square feet. These two leases provide for a monthly gross rental of
$6,788.
Item 3. Legal Proceedings
On June 11, 1998, the Company filed an action in Franklin County Common Pleas
Court against Brian Delphia d/b/a Delphia Carr and Delphia Consulting, Inc., a
computer consulting firm, asserting claims for breach of contract relating to a
software development project. The computer consultant brought a counter-claim
seeking payment of $166,500 for outstanding billings. Mr. Delphia filed a second
counter-claim seeking $1,000,000 from the Company for malicious prosecution. The
Company believes both counter-claims are without merit and believes it has
strong defenses to the claims.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1998.
7
8
PART II
Item 5. Market for the Company's Common Stock and Related Security Holders
Matters
The information required by this item is included under the caption "Market
Information", "Holders", "Dividends", and "Market Makers" in the Company's 1998
Annual Report (the "Annual Report") and is incorporated herein by reference.
Item 6. Selected Financial Data
The information required by this item is included under the caption "Selected
Financial Data" in the Company's Annual Report and is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required by this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report and is incorporated herein by
reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report and is incorporated herein by
reference.
Item 8. Consolidated Financial Statements and Supplementary Data
The Company's consolidated balance sheets as of December 31, 1998 and 1997, and
the consolidated statements of income, shareholders' equity and cash flows for
each of the three years ended December 31, 1998, 1997 and 1996 and the notes to
the financial statements, together with the independent auditors' report thereon
appear in the Company's Annual Report and are incorporated herein by reference.
The Company's Financial Statement Schedules and Independent Auditors' Report on
Financial Statement Schedules are included in response to Item 14 hereof.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Company
The information required by this item is included under the captions "Election
of Directors," "Executive Officers of the Corporation" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement (the
"Proxy Statement") relating to the Company's 1999 Annual Meeting of Stockholders
to be held on June 1, 1999, and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item is included under the captions
"Compensation of Directors" and "Executive Compensation" in the Proxy Statement
and is incorporated herein by reference.
8
9
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is included under the caption "Ownership
of Voting Stock" in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by this item is included under the caption "Certain
Relationships and Related Transactions" in the Proxy Statement and is
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) The following financial statements appearing in the Company's
Annual Report are incorporated herein by reference:
Consolidated Balance Sheets as of December 31, 1998 and 1997.
Consolidated Statements of Income for the three years ended
December 31, 1998.
Consolidated Statements of Shareholders' Equity for the three
years ended December 31, 1998.
Consolidated Statements of Cash Flows for the three years
ended December 31, 1998.
Notes to the Consolidated Financial Statements.
Independent Auditors' Report.
(2) Financial Statement Schedules
Included in Part IV of this Report:
Schedule I -- Summary of investments - other than
investments in related parties
Schedule II -- Condensed financial information of
Bancinsurance Corporation (Parent Company
Only)
Independent Auditors' Report on Financial Statement
Schedules
Other schedules are omitted because of the absence of
conditions under which they are required or because the
required information is given in the consolidated financial
statements or notes thereto.
(3) Exhibits
3(a) Amended Articles of Incorporation (reference is made to
Exhibit 3(a) of Form 10-K for the fiscal year ended
December 31, 1984 (file number 0-8738), which is
incorporated herein by reference).
3(b) Amended Code of Regulations (reference is made to
Exhibit 3(b) of Form 10-K for the fiscal year ended
December 31, 1984 (file number 0-8738), which is
incorporated herein by reference).
10(a) Amended Tax Allocation Agreement (reference is made to
Exhibit 10(d) of Form 10-K for the fiscal year ended
December 31, 1983 (file number 0-8738), which is
incorporated herein by reference).
9
10
10(b) Private Passenger Automobile Physical Damage Quota Share
Reinsurance Agreement between Ohio Indemnity Company and
North American Reinsurance Corporation (reference is
made to Exhibit 10(d) of Form 10-K/A for the fiscal year
ended December 31, 1992 (file number 0-8738), which is
incorporated herein by reference).
10(c) Amended and Restated Unemployment Compensation
Administration Agreement Between Ohio Indemnity Company
and The Gibbens Co., Inc. (The Company has requested
that portions of this Exhibit be given confidential
treatment.) (reference is made to Exhibit 10(e) of Form
10-K/A for the fiscal year ended December 31, 1992 (file
number 0-8738), which is incorporated herein by
reference).
The following are management contracts and compensatory plans
and arrangements in which directors or executive officers
participate:
10(d) Employee Profit Sharing Plan (reference is made to
Exhibit 10(a) of Form 10-K for the fiscal year ended
December 31, 1986 (file number 0-8738), which is
incorporated herein by reference).
10(e) 1984 Stock Option Plan (reference is made to Exhibit
10(d) of Form 10-K for the fiscal year ended December
31, 1984 (file number 0-8738), which is incorporated
herein by reference).
10(f) 1994 Stock Option Plan - (reference is made to Exhibit
10(f) of Form 10-Q for the fiscal quarter ended June 30,
1994 (file number 0-8738), which is incorporated herein
by reference).
13.1* Annual Report to Shareholders for the year ended
December 31, 1998.
21* Subsidiaries of the Company as of December 31, 1998.
23* Consents of independent accountants to incorporation of
their opinions by reference in Registration Statement on
Form S-8.
27* Financial Data Schedule.
- ----------
* Filed with this Report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter ended
December 31, 1998.
(c) Exhibits
The exhibits to this report begin immediately following the signature
page.
(d) Financial Statement Schedules
The financial statement schedules and the independent auditors' report
thereon are included on the following pages.
10
11
To the Board of Directors and Shareholders
of Bancinsurance Corporation:
Our audits of the consolidated financial statements referred to in our
report dated February 26, 1999 appearing on page 23 of the 1998 Annual Report to
Shareholders of Bancinsurance Corporation (which report and consolidated
financials statements are incorporated by reference in this Annual Report on
form 10-K) also included an audit of the financial statement schedules listed in
Item 14(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
/s/PricewaterhouseCoopers LLP
Columbus, Ohio
February 26, 1999
11
12
BANCINSURANCE CORPORATION AND SUBSIDIARY
Schedule I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENT IN RELATED PARTIES
December 31, 1998
- --------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D
-------- -------- -------- --------
Type of Investment Cost (1) Fair Amount at which
Value shown in the
balance sheet
- --------------------------------------------------------------------------------------------------------
Held to maturity:
Fixed maturities:
Governments $ 1,364,643 $ 1,422,200 $ 1,364,643
States, territories and
possessions 1,018,355 1,043,250 1,018,355
Political subdivisions of states,
territories and possessions 530,716 557,175 530,716
Special revenue 1,238,449 1,268,789 1,238,449
Other debt securities 50,000 50,000 50,000
Redeemable preferred stocks:
Public utilities 500,000 500,000 500,000
----------- ----------- -----------
Total held to maturity 4,702,163 4,841,414 4,702,163
----------- ----------- -----------
Available for sale:
Fixed maturities:
States, territories and
possessions 2,624,879 2,727,346 2,727,346
Political subdivisions of states,
territories and possessions 4,979,299 5,153,883 5,153,883
Special revenue 3,149,096 3,278,552 3,278,552
Industrial and miscellaneous 10,688 10,688 10,688
Equity securities:
Nonredeemable preferred stocks:
Public utilities 100,000 91,125 91,125
Banks, trust and insurance
companies 867,312 1,022,062 1,022,062
Industrial and miscellaneous 139,416 125,796 125,796
Common stocks:
Banks, trust and insurance
companies 836,528 1,082,462 1,082,462
Industrial and miscellaneous 1,491,317 1,703,355 1,703,355
----------- ----------- -----------
Total available for sale 14,198,535 15,195,269 15,195,269
----------- ----------- -----------
Short-term investments
Securities purchased under agreements 5,824,464 5,824,464 5,824,464
to resell 1,260,857 1,260,857 1,260,857
----------- ----------- -----------
Total investments $25,986,019 $27,122,004 $26,982,753
=========== =========== ===========
(1) Original cost of equity securities, adjusted for any permanent write
downs, and, as to fixed maturities, original cost reduced by repayments,
write downs and adjusted for amortization of premiums or accrual of
discounts.
12
13
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
December 31, 1998 and 1997
Assets 1998 1997
------ ----------- -----------
Cash $ 306,039 $ 10,673
Investment in subsidiaries 24,754,298 22,640,505
Other 1,902,351 1,564,445
----------- -----------
$26,962,688 $24,215,623
=========== ===========
Liabilities and Shareholders' Equity
Note payable to bank $ 4,250,000 $ 5,000,000
Other 208,205 135,822
Shareholders' equity 22,504,483 19,079,801
----------- -----------
$26,962,688 $24,215,623
=========== ===========
13
14
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
Years Ended December 31, 1998, 1997, and 1996
1998 1997 1996
---------- ---------- ----------
Dividends from subsidiaries $ 1,750,000 $ 1,375,000 $ 650,000
Other income 37,332 36,477 24,777
General and administrative expenses (708,536) (503,534) (613,491)
----------- ----------- -----------
Net income before tax benefit
and equity in earnings of
subsidiaries 1,078,796 907,943 61,286
Income tax benefit (282,093) (181,297) (205,213)
----------- ----------- -----------
Net income before equity in
earnings of subsidiaries 1,360,889 1,089,240 266,499
Equity in undistributed earnings of
subsidiaries 2,033,531 1,612,054 2,074,549
----------- ----------- -----------
Net income $3,394,420 $ 2,701,294 $ 2,341,048
=========== =========== ===========
14
15
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1998, 1997, and 1996
1998 1997 1996
---------- ---------- ----------
Cash flows from operating activities:
Net income $ 3,394,420 $ 2,701,294 $ 2,341,048
Adjustments to reconcile net income to net
cash provided by operating
activities:
Equity in undistributed net earnings
of subsidiaries (2,083,531) (1,679,976) (2,074,549)
Deferred federal income tax benefit -- -- (108,747)
(Increase) decrease in notes
receivable 160,749 (167,500) (145,000)
Increase in loans to affiliates (71,719) (71,719) (71,719)
Increase in accounts receivable from
subsidiaries (418,809) (148,455) --
Decrease in prepaid federal income
taxes -- 29,633 291,855
(Increase) decrease in other assets (8,127) (63,337) 6,249
Increase (decrease) in accounts
payable to subsidiaries (106,892) 25,616 34,129
Increase (decrease) in other
liabilities 179,275 (27,123) (99,024)
----------- ----------- -----------
Net cash provided by in operating
activities 1,045,366 598,433 174,242
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from notes payable to bank 7,200,000 7,525,000 1,790,000
Repayments of notes payable to bank (7,950,000) (8,125,000) (1,806,132)
Proceeds from stock options exercised -- 3,123 22,500
Acquisition of treasury stock -- -- (185,675)
----------- ----------- -----------
Net cash used in financing
activities (750,000) (596,877) (179,307)
----------- ----------- -----------
Net increase (decrease) in cash 295,366 1,556 (5,065)
----------- ----------- -----------
Cash at beginning of year 10,673 9,117 14,182
----------- ----------- -----------
Cash at end of year $ 306,039 $ 10,673 $ 9,117
=========== =========== ===========
Supplemental disclosures of cash flow
information:
Cash paid during the year for:
Interest $ 277,732 $ 389,632 $ 425,523
Income taxes $1,530,000 $ 935,000 $ 530,000
========== ========== ==========
15
16
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bancinsurance Corporation
(Company)
3/17/99 By /s/ Si Sokol
------- ----------------------------
DATE Si Sokol
President and Chairman
of Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons, which include the
Chief Executive Officer, the Chief Financial Officer and a majority of the Board
of Directors, on behalf of the Registrant and in the capacities and on the dates
indicated:
3/17/99 /s/ Si Sokol 3/17/99 /s/Sally Cress
------- ----------------------- ------- ------------------------
DATE Si Sokol DATE Sally Cress
President and Chairman of Treasurer and Secretary
Board of Directors (Principal Financial and
(Principal Executive Officer) Accounting Officer)
3/17/99 /s/Daniel D. Harkins 3/17/99 /s/ Milton O. Lustnauer
------- ----------------------- ------- ------------------------
DATE Daniel D. Harkins DATE Milton O. Lustnauer
Director Director
3/17/99 /s/ Saul Sokol 3/17/99 /s/ James R. Davis
------- ----------------------- ------- ------------------------
DATE Saul Sokol DATE James R. Davis
Director Director
3/17/99 /s/ John S. Sokol
------- -----------------------
DATE John S. Sokol
Director
16
17
INDEX OF EXHIBITS
The following is the Index of Exhibits required by Item 601 of
Regulation S-K.
Exhibit No. Description
----------- -----------
3(a) Amended Articles of Incorporation (reference is made to
Exhibit 3(a) of Form 10-K for the fiscal year ended December
31, 1984 (file number 0-8738), which is incorporated herein
by reference).
3(b) Amended Code of Regulations (reference is made to Exhibit
3(b) of Form 10-K for the fiscal year ended December 31,
1984 (file number 0-8738), which is incorporated herein by
reference).
10(a) Amended Tax Allocation Agreement (reference is made to
Exhibit 10(d) of Form 10-K for the fiscal year ended
December 31, 1983 (file number 0-8738), which is
incorporated herein by reference).
10(b) Private Passenger Automobile Physical Damage Quota Share
Reinsurance Agreement between Ohio Indemnity Company and
North American Reinsurance Corporation (reference is made to
Exhibit 10(d) of Form 10-K/A for the fiscal year ended
December 31, 1992 (file number 0-8738), which is
incorporated herein by reference).
10(c) Amended and Restated Unemployment Compensation
Administration Agreement between Ohio Indemnity Company and
The Gibbens Co., Inc. (The Company has requested that
portions of this Exhibit be given confidential treatment.)
(references is made to Exhibit 10(e) of Form 10-K/A for the
fiscal year ended December 31, 1992 (file number 0-8738),
which is incorporated herein by reference).
The following are management contracts and compensatory
plans and arrangements in which directors or executive
officers participate:
10(d) Employee Profit Sharing Plan (reference is made to Exhibit
10(a) of Form 10-K for the fiscal year ended December 31,
1986 (file number 0-8738), which is incorporated herein by
reference).
10(e) 1984 Stock Option Plan (reference is made to exhibit 10(d)
of From 10-K for the fiscal year ended December 31, 1984
(file number 0-8738), which is incorporated herein by
reference).
10(f) 1994 Stock Option Plan - (reference is made to Exhibit 10(f)
of Form 10-Q for the fiscal quarter ended June 30, 1994
(file number 0-8738), which is incorporated herein by
reference).
13.1* Annual Report to Shareholders for the year ended December
31, 1998.
21* Subsidiaries of the Company as of December 31, 1998.
23* Consent of independent accountants to incorporation of their
opinion by reference in Registration Statement on Form S-8.
27* Financial Data Schedule.
- ----------
* Filed with this Report.