UNITED STATES
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
For The Quarterly Period Ended September 30, 1996
Commission File Number: 1-12369
SYMONS INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1707115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4720 Kingsway Drive
Indianapolis, Indiana 46205
(Address of Principal Executive Offices)
Registrant's telephone number, including area code 317 259-6400 (USA)
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 No
As of September 30, 1996, there were 7,000,000 shares of Registrant's common
stock issued and outstanding exclusive of shares held by Registrant.
<PAGE>
Form 10-Q Index
For The Quarter Ended September 30, 1996
Page
Number
PART 1 FINANCIAL INFORMATION
Item 1 Financial Statements. . . . . . . . . . . . . . . . . . 3
Consolidated Financial Statements:
Consolidated Balance Sheets at December 31, 1995
and September 30, 1996. . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations for the Three and
Nine Months Ending September 30, 1996 and 1995 . . . . . . 5, 6
Consolidated Statements of Cash Flows
for the Nine Months Ending September 30, 1996 and 1995 . . 7
Notes to Consolidated Financial Statements . . . . . . . . 10
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . 14
PART 2 OTHER INFORMATION. . . . . . . . . . . . . . . . . . . 21
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
<PAGE>
SYMONS INTERNATIONAL GROUP, INC.
PART 1 FINANCIAL INFORMATION
Item 1 Financial Statements
In the opinion of management, the financial information reflects all
adjustments (consisting only of normal recurring adjustments) which are
necessary for a fair presentation of the financial position, results of
operations and cash flows for the interim periods. The results for the
three and nine months ended September 30, 1996 are not necessarily
indicative of the results to be expected for the entire year.
These quarterly interim financial statements are unaudited.
<PAGE>
<TABLE>
SYMONS INTERNATIONAL GROUP, INC.
CONSOLIDATED BALANCE SHEET
<CAPTION>
September 30, December 31,
1996 1995
<S> <C> <C>
ASSETS
Investments
Available for Sale:
Fixed maturities, at market $124,959,000 $ 12,931,000
Equity securities, at market 25,796,000 4,231,000
Short-term investments, at
amortized cost which approximates
market 11,638,000 5,283,000
Real Estate, at cost 472,000 487,000
Mortgage Loans 2,500,000 2,920,000
Other 50,000 50,000
Cash and cash equivalents 5,593,000 2,311,000
Receivables 57,750,000 8,203,000
Reinsurance Recoverable On Paid and
Unpaid Losses, Net 121,559,000 54,136,000
Prepaid Reinsurance Premiums 13,443,000 6,263,000
Deferred Policy Acquisition Costs 12,285,000 2,379,000
Deferred Income Taxes 2,737,000 1,421,000
Property and Equipment 7,033,000 5,502,000
Goodwill 3,109,000 0
Other 9,578,000 4,399,000
Total Assets 398,502,000 $110,516,000
LIABILITIES
Losses and Loss Adjustment Expenses $132,099,000 $ 59,421,000
Unearned Premiums 81,226,000 17,497,000
Reinsurance Payable 51,068,000 6,206,000
Payables to Affiliates 8,295,000 6,474,000
Federal Income Tax Payable 2,679,000 133,000
Line of Credit and Notes Payable 6,830,000 5,811,000
Term Debt 55,750,000 0
Other 19,350,000 5,439,000
Total Liabilities $357,297,000 $100,981,000
Minority Interest in Consolidated Subsidary $ 19,556,000 $ 0
STOCKHOLDERS' EQUITY
Common Stock $ 1,000,000 $ 1,000,000
Additional Paid-In Capital 5,918,000 3,130,000
Unrealized gain/(loss) on Investments 388,000 (45,000)
Retained Earnings 14,343,000 5,450,000
Total Stockholders' Equity $ 21,649,000 $ 9,535,000
Total Liabilities and Shareholders' Equity $398,502,000 $110,516,000
</TABLE>
<PAGE>
<TABLE>
SYMONS INTERNATIONAL GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDING
<CAPTION>
September 30, September 30,
1996 1995
<S> <C> <C>
Gross Premiums Written $ 71,813,000 $ 16,978,000
Less Ceded Premiums (7,383,000) (7,118,000)
Net Premiums Written 64,430,000 9,860,000
Change in Unearned Premiums 4,664,000 5,008,000
Net Premiums Earned 69,094,000 14,868,000
Net Investment Income 2,844,000 508,000
Other Income 1,608,000 365,000
Net Realized Capital Gain/(Loss) (834,000) (24,000)
Total Revenues $ 72,712,000 $ 15,717,000
Loss and Loss Adjustment Expenses $ 47,942,000 $ 11,860,000
Policy Acquisition and General and
Administrative Expenses 14,040,000 1,700,000
Interest Expense 1,688,000 76,000
Total Expenses $ 63,670,000 $ 13,636,000
Income Before Discontinued Operations,
Income Taxes and Minority Interest $ 9,042,000 $ 2,081,000
Loss from Discontinued Operations 0 (4,000)
Provision For Income Taxes 3,133,000 621,000
Minority Interest 1,320,000 0
Net Income $ 4,589,000 $ 1,464,000
Earnings Per Share $0.66 $0.21
</TABLE>
<PAGE>
<TABLE>
SYMONS INTERNATIONAL GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDING
<CAPTION>
September 30, September 30,
1996 1995
<S> <C> <C>
Gross Premium Written $218,763,000 $112,737,000
Less Ceded Premiums (77,291,000) (72,022,000)
Net Premiums Written 141,472,000 40,715,000
Change in Unearned Premiums (13,312,000) (3,058,000)
Net Premiums Earned 128,160,000 37,657,000
Net Investment Income 4,377,000 1,144,000
Other Income 5,670,000 1,362,000
Net Realized Capital Gain/(Loss) (606,000) 55,000
Total Revenue $137,601,000 $ 40,218,000
Loss and Loss Adjustment Expenses $ 93,217,000 $ 27,611,000
Policy Acquisition and
General and Administrative Expenses 26,323,000 7,289,000
Interest Expense 2,949,000 269,000
Total Expenses $122,489,000 $ 35,169,000
Income Before Discontinued Operations,
Income Taxes and Minority Interest $ 15,112,000 $ 5,049,000
Loss from Discontinued Operations 0 0
Provision for Income Taxes 4,987,000 1,579,000
Minority Interest 1,232,000 0
Net Income $ 8,893,000 $ 3,470,000
Earnings Per Share $1.27 $0.50
</TABLE>
<PAGE>
<TABLE>
SYMONS INTERNATIONAL GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDING
<CAPTION>
September 30, September 30,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/(Loss) For the Period $ 8,893,000 $ 3,470,000
Adjustments to Reconcile Net Income
to Net Cash Provided From/(Used In)
Operations:
Minority Interest 1,232,000 (1,000)
Depreciation and Amortization 257,000 (16,000)
Deferred Income Tax Expense (166,000) 1,465,000
Net Realized Capital Loss/(Gain) 606,000 0
Net Changes In Operating Assets and
Liabilities:
Receivables (47,940,000) (26,759,000)
Reinsurance Recoverable on Paid and
Unpaid Losses, Net (35,101,000) (27,566,000)
Prepaid Reinsurance Premiums (7,180,000) 1,216,000
Deferred Policy Acquisition Costs (1,982,000) (606,000)
Other Assets (3,722,000) 2,222,000
Losses and Lost Adjustment Expenses 28,255,000 49,624,000
Unearned Premiums 18,449,000 2,368,000
Reinsurance Payables 44,862,000 (4,073,000)
Federal Income Taxes Recoverable/
(Payable) 1,626,000 254,000
Other Liabilities 3,968,000 430,000
Net Cash Provided From/(Used In) Operations $ 12,057,000 $ 2,028,000
Cash Flow Provided From/(Used In) Investing
Activities:
Cash Paid for Superior, Net of Cash
Acquired $ (66,389,000) $ 0
Net (Purchases/Sales)of Short-
Term Investments 5,953,000 (2,215,000)
Purchases of Fixed Maturities (42,375,000) 4,295,000
Proceeds from sales, calls and
maturities of fixed maturities 28,611,000 5,864,000
Purchase of Equity Securities (72,562,000) 11,490,000
Proceeds from Sales of Equity
Securities 58,624,000 (13,973,000)
Proceeds from the Sale of Real Estate 15,000 0
Purchase of Real Estate 0 15,000
Purchases of Mortgage Loans 0 (10,000)
Proceeds From Repayment of Mortgage
Loans 420,000 0
Purchases of Property and Equipment (862,000) (799,000)
<PAGE>
Net Cash Provided From/(Used In) Investing
Activities $ (88,565,000) $(3,923,000)
Cash Flow Provided From/(Used In)
Financing Activities:
Net Proceeds from Line of Credit and
Notes Payable $ 8,769,000 $ 2,080,000
Proceeds from Term Debt 48,000,000 0
Proceeds from Minority Interest Owner 21,200,000 0
Loans from Related Parties 1,821,000 758,000
Net Cash Provided From/(Used In) Financing
Activities $ 79,790,000 $ 2,838,000
Increase/(Decrease) in Cash and Cash
Equivalents $ 3,282,000 $ 943,000
Cash and Cash Equivalents, Beginning of
Year 2,311,000 42,000
Cash and Cash Equivalents, End of Year $ 5,593,000 $ 985,000
</TABLE>
<PAGE>
<TABLE>
SYMONS INTERNATIONAL GROUP, INC.
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
<CAPTION>
September 30, September 30,
1996 1995
<S> <C> <C>
Retained Earnings
Beginning of Year $ 5,450,000 $ 629,000
Net Income For The Year 8,893,000 3,470,000
Retained Earnings
End of Year $14,343,000 $ 4,099,000
</TABLE>
<PAGE>
SYMONS INTERNATIONAL GROUP, INC.
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For The Three And Nine Months Ended September 30, 1996
NOTE 1 - BASIS OF PRESENTATION
The foregoing consolidated condensed financial statements are unaudited.
However, in the opinion of management, all adjustments necessary for a fair
presentation of the results of the interim period presented have been included.
All adjustments are of a normal and recurring nature. Results for any interim
period are not necessarily indicative of results to be expected for the year.
The consolidated financial statements include the accounts of Symons
International Group, Inc. ("SIG" and the "Company") and its wholly owned
subsidiary, IGF Insurance Company ("IGF"), as well as its 52% owned subsidiary,
GGS Management Holdings, Inc. ("GGSH"), which wholly owns Pafco General
Insurance Company ("Pafco") and Superior Insurance Company ("Superior"). The
Company is a wholly owned subsidiary of Goran Capital Inc. The consolidated
condensed interim financial statements have been prepared in accordance with
Form 10-Q specifications and, therefore, do not include all information and
footnotes normally shown in full annual financial statements.
These unaudited consolidated financial statements have been prepared by the
Company in accordance with generally accepted accounting principles.
NOTE 2 - ACQUISITION, FORMATION OF SUBSIDIARY AND PUBLIC OFFERING
In January, 1996, Pafco adopted a Plan of Reorganization whereby it transferred
its wholly owned subsidiary, IGF, to Pafco's parent, SIG. After adoption of
the Plan of Reorganization in January, 1996, Pafco formed a wholly owned
subsidiary, IGF Holdings, Inc. ("IGF Holdings") and formally submitted the
Plan of Reorganization to the Indiana Department of Insurance for regulatory
approval. Once approval was obtained from the Indiana Department of Insurance
on April 26, 1996, Pafco transferred the outstanding shares of the capital
stock of IGF to IGF Holdings. IGF Holdings, in turn, made a distribution to
Pafco of $7.5 Million in cash and a subordinated promissory note in the
principle amount of $3.5 Million. Subsequent to that distribution, Pafco then
completed the steps in the Plan by transferring the outstanding capital stock
of IGF Holdings to Pafco's parent, SIG.
SIG purchased Superior from Interfinancial, Inc. on April 30, 1996 for a
purchase price of approximately $66 Million, resulting in goodwill on the
transaction of approximately $3.2 Million. Simultaneously with the execution
of the Superior purchase agreement, Goran, SIG, GGS Management Holdings, Inc.
("GGSH") and GS Capital Partners II, L.P., a Delaware limited partnership,
entered into an agreement (the "GSCP Agreement") to capitalize GGSH and to
cause GGSH to issue its capital stock to SIG and to various funds affiliated
with Goldman Sachs & Co. (collectively, "GS Funds"), so as to give SIG a 52%
ownership interest and the GS Funds a 48% ownership interest in GGSH.
Pursuant to the GSCP Agreement, (a) SIG contributed to GGSH (i) Pafco common
stock with a book value determined in accordance with US GAAP of at least
$15.3 Million as reflected on an Audited Post-Closing Balance Sheet of
Pafco, (ii) its right to acquire Superior pursuant to the Superior Purchase
Agreement and (iii) certain fixed assets, including office furniture and
equipment, having a value of approximately $350,000 and (b) the GS Funds
contributed to GGSH $21.2 Million in cash.
The acquisition of Superior was accounted for under the purchase method of
accounting and was recorded as follows:
<TABLE>
<S> <C>
Assets Acquired:
Invested Assets $118,665,000
Receivables 35,223,000
Deferred Acquisition Costs 7,925,000
Other Assets 1,981,000
Total $163,794,000
Liabilities Assumed:
Unpaid Losses and Loss Adjustment Expenses $ 44,423,000
Unearned Premiums 45,280,000
Other Liabilities 10,863,000
Total $100,566,000
Net Assets Acquired 63,228,000
Purchase Price 66,389,000
Goodwill $ 3,161,000
</TABLE>
Goodwill is amortized over a 25-year period on a straight line basis based upon
management's estimate of the expected benefit period.
The Company's results from operations for the nine months ended September 30,
1996 include the results of Superior subsequent to April 30, 1996 as follows:
<TABLE>
<S> <C>
Gross Premiums Written $ 66,141,000
Net Premiums Earned 62,198,000
Net Investment and Other Income 5,454,000
Total Revenue 67,652,000
Losses and Loss Adjustment Expenses 45,973,000
Policy Acquisition and General and
Administrative Expenses 16,632,000
Total Expenses 62,605,000
Income Before Taxes and Minority Interest 5,047,000
Income Taxes 1,524,000
Income Before Minority Interest 3,523,000
Minority Interest 1,691,000
Net Income 1,832,000
</TABLE>
On November 5, 1996, SIG effectuated an initial public offering of 3,000,000
common stock shares at $12.50 per share. The proceeds of the offering were
used to increase the capitalization of IGF by $9,000,000, repay $7,500,000
indebtedness of SIG, primarily certain amounts owed to Goran and its wholly-
owned subsidiary, Granite Re, repay a bank debt of $7,500,000 and pay Goran a
dividend of $3,500,000. The remaining funds were retained for general
corporate purposes, including acquisitions.
NOTE 3 - REINSURANCE
In order to reduce risk and increase its underwriting capacity, the Company
purchases reinsurance. Reinsurance does not relieve the Company of its
ultimate liability to its insureds for the risks ceded to reinsurers. As such,
the Company is subject to credit risk with respect to risks ceded to reinsurers
should a reinsurer fail. Effective January 1, 1996 reinsurance is placed as
follows: For the nonstandard automobile segment, the Company only purchases
excess of loss and catastrophic protections which result in minimum ceded
premium in proportion to gross written premiums. For the crop segment, the
Company reinsures to the federal government Federal Crop Insurance Corporation
("FCIC") program a significant portion of its Multi-Peril Crop Insurance
("MPCI") business and the Company reinsures stop-loss protection to third party
reinsurers on MPCI crop hail.
The effects of reinsurance on the Company's premiums and claims incurred are as
follows:
<TABLE>
NOTE 3
SYMONS INTERNATIONAL GROUP, INC.
Analysis of Effects of Reinsurance
<CAPTION>
For The Nine Months Ended For The Three Months Ended
September 30 September 30 September 30 September 30
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Premiums Written
Gross $218,763,000 $112,737,000 $ 71,813,000 $16,978,000
Ceded (77,291,000) (72,022,000) (7,383,000) (7,118,000)
Net $141,472,000 $ 40,715,000 $ 64,430,000 $ 9,860,000
Premiums Earned
Gross $207,186,000 $ 88,601,000 $ 80,409,000 $24,574,000
Ceded (79,026,000) (50,944,000) (11,315,000) (9,707,000)
Net $128,160,000 $ 37,657,000 $ 69,094,000 $14,868,000
Claims Incurred:
Gross $127,253,000 $100,461,000 $ 60,090,000 $64,203,000
Ceded $(34,036,000) (72,850,000) (12,148,000) (52,343,000)
Net $ 93,217,000 $ 27,611,000 47,943,000 $11,860,000
</TABLE>
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
<S> <C> <C>
Unearned Premiums
Gross $ 81,226,000 $17,497,000
Ceded (21,763,000) (6,263,000)
Net $ 59,464,000 $11,234,000
Outstanding Claims
Gross $132,099,000 $59,421,000
Ceded (68,410,000) (37,797,000)
Net $ 63,689,000 $21,624,000
</TABLE>
<PAGE>
NOTE 4 - CONTINGENT LIABILITY
The Company and its subsidiaries, are named as defendants in various lawsuits
relating to their business. Legal actions arise from claims made under
insurance policies issued by the subsidiaries. These actions were considered
by the Company in establishing its loss reserves. The Company believes that
the ultimate disposition of these lawsuits will not materially affect the
Company's operations or financial position.
One of the Company's subsidiaries, IGF, is the administrator of a run-off book
of business. The FCIC has requested that IGF take responsibility for the
claims liabilities of these policies under its administration. IGF has
requested reimbursement of certain expenses from the FCIC with respect to this
run-off activity. IGF instituted litigation against the FCIC on March 23, 1995
in the United States District Court for the Southern District of Iowa seeking
$4.3 Million as reimbursement for these expenses. The FCIC has counterclaimed
for approximately $1.2 Million in claims payments for which the FCIC contends
IGF is responsible for as successor to the run-off book of business. While the
final result of this lawsuit cannot be predicted with certainty, the Company
believes that the final resolution of this lawsuit will not have a material
adverse effect on the financial condition of the Company.
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF THE COMPANY
The Company underwrites and markets nonstandard private passenger automobile
insurance and crop insurance.
Nonstandard Automobile Insurance Operations
The Company owns 52% of GGS Management Holdings, Inc. ("GGSH") with the
remainder owned by certain funds affiliated with Goldman, Sachs & Co. GGSH,
through its wholly owned subsidiaries, Pafco and Superior, is engaged in the
writing of insurance coverage on automobile physical damage and liability
policies for "nonstandard risks". Nonstandard insureds are those individuals
who are unable to obtain insurance coverage through standard market carriers
due to factors such as poor premium payment history, driving experience, record
of prior accidents or driving violations, particular occupation or type of
vehicle. The Company offers several different policies which are directed
towards different classes of risk within the nonstandard market. Premium rates
for nonstandard risks are higher than for standard risks. Since it can be
viewed as a residual market, the size of the nonstandard private passenger
automobile insurance market changes with the insurance environment and grows
when the standard coverage becomes more restrictive. Nonstandard policies
have relatively short policy periods and low limits of liability. Due to
the low limits of coverage, the period of time that elapses between the
incurrence and settlement of losses under nonstandard policies is shorter
than many other types of insurance. Also, since the nonstandard automobile
insurance business typically experiences lower rates of retention than
standard automobile insurance, the number of new policyholders underwritten
by nonstandard automobile insurance carriers each year is substantially
greater than the number of new policyholders underwritten by standard
carriers.
The Company follows the customary industry practice of reinsuring a portion of
its risks and paying for that protection based upon premiums received on all
policies subject to such reinsurance. Insurance is ceded principally to reduce
the Company's exposure on large individual risks and to provide protection
against large losses, including catastrophic losses. As part of its internal
procedures, the Company evaluates the financial condition of each prospective
reinsurer before it cedes business to that carrier. Based on the Company's
review of its reinsurers' financial health and reputation in the insurance
marketplace, the Company believes its reinsurers are financially sound and that
they therefore can meet their obligations to the Company under the terms of the
reinsurance treaties.
Crop Insurance Operations
The two principal components of the Company's crop insurance business are
Multi-Peril Crop Insurance ("MPCI") and private named peril, primarily crop
hail insurance. The majority of the Company's crop insurance business consists
of MPCI. Crop insurance is purchased by farmers to reduce the risk of crop
loss from adverse weather and other uncontrollable events. Farms are subject
to drought, floods and other natural disasters that can cause widespread crop
losses and, in severe cases, force farmers out of business. Historically,
one out of every twelve acres planted by farmers has not been harvested
because of adverse weather or other natural disasters. Because many farmers
rely on credit to finance their purchases of such agricultural inputs as
seed, fertilizer, machinery and fuel, the loss of a crop to a natural disaster
can reduce their ability to repay these loans and to find sources of funding
for the following year's operating expenses.
Since 1990, Congress has considered major reform of its crop insurance and
disaster assistance policies, resulting in the enactment of the 1994 and 1996
Reform Acts. The 1994 Reform Act required farmers for the first time to
purchase at least CAT Coverage in order to be eligible for other federally
sponsored farm benefits, including but not limited to low interest loans and
crop price supports. The 1994 Reform Act also authorized for the first time
the marketing and selling of CAT Coverage by the local USDA offices. However,
the 1996 Reform Act limits the role of the USDA offices in the delivery of MPCI
coverage beginning in July, 1996, which is the commencement of the 1997 crop
year, and also eliminates the linkage between CAT Coverage and qualification
for certain federal farm program benefits. The limitation of the USDA's role
in the delivery system for MPCI should provide the Company with the opportunity
to realize increased revenues from the distribution and servicing of its MPCI
product. As a result of this limitation, the FCIC has transferred to the
Company approximately 8,900 insureds for CAT Coverage who previously purchased
such coverage from USDA field offices. The Company has not experienced any
material negative impact in 1996 from the delinkage mandated by the 1996 Reform
Act. The Company believes that any future potential negative impact of the
delinkage mandated by the 1996 Reform Act will be mitigated by, among other
factors, the likelihood that farmers will continue to purchase MPCI to provide
basic protection against natural disasters since ad hoc federal disaster relief
programs have been reduced or eliminated. In addition, the Company believes
that (i) many lending institutions will likely continue to require this
coverage as a condition to crop lending, and (ii) many of the farmers who
entered the MPCI program as a result of the 1994 Reform Act have come to
appreciate the reasonable price of the protection afforded by CAT Coverage
and will remain with the program regardless of delinkage. There can, however,
be no assurance as to the ultimate effect which the 1996 Reform Act may have
on the business or operations of the Company.
The Company, like other private insurers participating in the MPCI program,
generates revenues from the MPCI program in two ways. First, it markets,
issues and administers policies, for which it receives administrative fees; and
second, it participates in a profit-sharing arrangement in which it receives
from the government a portion of the aggregate profit, or pays a portion of the
aggregate loss, in respect of the business it writes. The Company writes MPCI
and crop hail insurance through approximately 1,200 independent agencies in 29
states.
MPCI is a government-sponsored program with accounting treatment which differs
in certain respects from the more traditional property and casualty insurance
lines.
For income statement purposes under US generally accepted accounting
principles, gross premiums written consist of the aggregate amount of MPCI
premiums paid by farmers for buy-up coverage (MPCI coverage in excess of CAT
Coverage), and any related federal premium subsidies, but do not include MPCI
premium on CAT Coverage (the minimum available level of MPCI Coverage). By
contrast, net premiums written do not include any MPCI premiums or subsidies,
all of which are deemed to be ceded to the FCIC as a reinsurer. The Company's
profit or loss from its MPCI business is determined after the crop season ends
on the basis of a complex profit sharing formula established by law and the
FCIC. For generally accepted accounting principles income statement purposes,
any such profit or loss sharing earned or payable by the Company is treated as
an adjustment to commission expense and is included in policy acquisition and
general and administrative expenses.
The Company also receives from the FCIC (i) an expense reimbursement payment
equal to a percentage of gross premiums written for each Buy-Up Coverage policy
it writes ("Buy-Up Expense Reimbursement Payment"), (ii) an LAE reimbursement
payment equal to 13.0% of MPCI Imputed Premiums for each CAT Coverage policy it
writes (the "CAT LAE Reimbursement Payment"), and (iii) a small excess LAE
reimbursement payment of two hundredths of one percent (.02%) of MPCI Retention
(as defined herein) to the extent the Company's MPCI loss ratios on a per state
basis exceed certain levels (the "MPCI Excess LAE Reimbursement Payment"). For
1994, 1995 and 1996, the Buy-Up Expense Reimbursement Payment has been set at
31% of the MPCI Premium, but it is scheduled to be reduced to 29% in 1997, 28%
in 1998 and 27.5% in 1999. For generally accepted account principles income
statement purposes, the Buy-Up Expense Reimbursement Payment is treated as a
contribution to income and reflected as an offset against policy acquisition
and general and administrative expenses. The CAT LAE Reimbursement Payment and
the MPCI Excess LAE Reimbursement Payment are, for income statement purposes,
recorded as an offset against LAE, up to the actual amount of LAE incurred by
the Company in respect of such policies, and the remainder of the payment, if
any, is recorded as Other Income.
In addition to MPCI, the Company offers stand alone crop hail insurance, which
insures growing crops against damage resulting from hail storms and which
involves no federal participation, as well as its proprietary product which
combines the application and underwriting process for MPCI and hail coverages.
This product tends to produce less volatile loss ratios than the stand alone
product since the combined product generally insures a greater number of acres,
thereby spreading the risk of damage over a larger insured area.
Approximately half of the Company's hail policies are written in combination
with MPCI.
Although both crop hail and MPCI provide coverage against hail damage, under
crop hail coverages farmers can receive payments for hail damage which would
not be severe enough to require a payment under an MPCI policy. The Company
believes that offering crop hail insurance enables it to sell more policies
than it otherwise would.
In addition to crop hail insurance, the Company also sells a small volume of
insurance against crop damage from other specific named perils. These products
cover specific crops and are generally written on terms that are specific to
the kind of crop and farming practice involved and the amount of actuarial data
available. The Company plans to seek potential growth opportunities in this
niche market by developing basic policies on a diverse number of named crops
grown in a variety of geographic areas and to offer these policies primarily to
large producers through certain select agents.
In order to reduce the Company's potential loss exposure under the MPCI
program, in addition to reinsurance obtained from the FCIC, the Company
purchases stop-loss reinsurance from other private insurers. Such private
reinsurance would not eliminate the Company's potential liability in the event
a reinsurer was unable to pay or losses exceeded the limits of the stop-loss
coverage. For crop hail insurance, the Company has in effect quota share
reinsurance and various layers of stop-loss reinsurance. Based on a review
of the reinsurers' financial health and reputation in the insurance
marketplace, the Company believes that the reinsurers for its crop insurance
business are financially sound and that they therefore can meet their
obligations to the Company under the terms of the reinsurance treaties.
Certain other conditions of the Company's crop business may effect comparisons
of the Company's results and operating ratios with that of other insurers,
including: (i) the seasonal nature of the business whereby profits are
generally recognized predominantly in the second half of the year, (ii) the
short-term nature of crop business whereby losses are known within a short time
period, and (iii) the limited amount of investment income associated with crop
business. In addition, cash flows from the crop business differ from cash
flows from certain more traditional lines.
In 1996, the Company instituted a policy of recognizing (i) 35% of its
estimated MPCI gross premiums written for each of the first and second
quarters, 20% for the third quarter and 10% for the fourth quarter, (ii)
commission expense at a rate of 16% of MPCI gross premiums written recognized
and (iii) Buy-Up Expense Reimbursement at a rate of 31% of MPCI gross premiums
written recognized along with normal operating expenses incurred in connection
with premium writings. In the third quarter, if a sufficient volume of
policyholder acreage reports have been received and processed by the Company,
the Company's policy is to recognize MPCI gross premiums written for the first
nine months based on a re-estimate which takes into account actual gross
premiums processed. The Company followed the foregoing approach for the 1996
third quarter. If an insufficient volume of policies has been processed, the
Company's policy is to recognize in the third quarter 20% of its full year
estimate of MPCI gross premiums written, unless other circumstances require a
different approach. The remaining amount of gross premiums written is
recognized in the fourth quarter, when all amounts are reconciled. In prior
years, recognition of MPCI gross premiums written was 30%, 30%, 30% and 10%,
for the first second, third and fourth quarters, respectively.
Commencing with its June 30, 1995 financial statements, the Company also began
recognizing MPCI underwriting gain or loss during the first and second
quarters, as well as the third quarter, reflecting the Company's best estimate
of the amount of such gain or loss to be recognized for the full year, based
on, among other things, historical results, plus a provision for adverse
developments. In the fourth quarter, a reconciliation amount is recognized for
the underwriting gain or loss based on final premium and loss information.
Regulation
The Company's admitted insurance businesses are subject to comprehensive,
detailed regulation throughout the United States, under statutes which delegate
regulatory, supervisory and administrative powers to state insurance
commissioners. The primary purpose of such regulations and supervision is the
protection of policyholders and claimants. Depending on whether the insurance
company is domiciled in the state and whether it is an admitted or non-admitted
insurer, such authority may extend to such things as (i) periodic reporting of
the insurer's financial condition, (ii) periodic financial examination, (iii)
approval of rates and policy forms, (iv) loss reserve adequacy, (v) insurer
insolvency, (vi) the licensing of insurers and their agents, (vii) restrictions
on the payment of dividends and other distributions, (viii) approval of changes
in control, and (ix) the type and amount of permitted investments.
The Company's MPCI program is federally regulated and supported by the federal
government by means of premium subsidies to farmers, expense reimbursement and
federal reinsurance pools for private insurers. Consequently, the MPCI program
is subject to oversight by the legislative and executive branches of the
federal government, including the FCIC. The MPCI program regulations generally
require compliance with federal guidelines with respect to underwriting, rating
and claims administration. The Company is required to perform continuous
internal audit procedures and is subject to audit by several federal government
agencies.
Results of Operations
For the three and nine months ended September 30, 1996, the Company recorded
net income of $4,589,000 and $8,893,000, or $0.66 and $1.27 per share. This is
approximately a 213% and 156% increase from 1995 comparable amounts of
$1,464,000 and $3,470,000, or $0.21 and $0.50 per share. The improved earnings
were attributable to substantial improvement in the results of the nonstandard
automobile segment and continued growth and profit in the crop segment. The
nonstandard automobile segment demonstrated significant improvement due to the
acquisition of Superior and improved results from Pafco. Results of operations
in 1996 include the results of Superior since the acquisition on April 30, 1996
and the 48% minority interest in the nonstandard automobile segment beginning
May 1, 1996, of the GS Funds.
Gross premiums written increased 323% to $71,813,000 for the three months ended
September 30, 1996 from $16,978,000 for the comparable period in the prior
year, and increased 94% to $218,763,000 for the nine months ended September 30,
1996 from $112,737,000 for the comparable period in the prior year.
Gross premiums written for the nonstandard auto segment increased from
$34,909,000 to $119,126,000 for the nine months ended September 30, 1996 as
compared to the corresponding period of the prior year. Such increase was due
to the acquisition of Superior which generated gross premiums written of
$66,141,000 subsequent to the acquisition, elimination of quota share
reinsurance, internal growth due to improved service and certain product
improvements.
Gross premiums written for the crop segment increased 35% from $70,374,000 to
$95,332,000 for the nine months ended September 30, 1996 as compared to the
corresponding period of the prior year. Such increase was due to farmers
electing higher crop price levels to be insured under MPCI buy-up coverages, an
increase in MPCI policies in force, together with an increase of $9,344,000 or
57% in crop hail premiums for the first nine months of 1996 compared for the
same period in 1995.
Remaining gross written premiums represent commercial business which was ceded
100% effective January 1, 1996 to an affiliate, Granite Reinsurance Company
Ltd.
Increases in net premiums earned for the three and nine months ended September
30, 1996 as compared to the corresponding period of the prior year reflects the
strong growth in written premiums.
Net investment income increased $2,336,000 and $3,193,000 for the three and
nine months ended September 30, 1996 as compared to the corresponding periods
of the prior year. Such increase was due primarily to the acquisition of
Superior, which generated net investment income of $3,098,000 subsequent to the
acquisition. The remaining increase was due to greater invested assets.
Other income increased $1,243,000 and $4,308,000 for the three and nine months
ended September 30, 1996 as compared to the corresponding periods of the prior
year. Such increase was due to increased billing fee income on nonstandard
automobile business due to an increase in the in-force policy count. There was
also an increase in the receipt of CAT Coverage fees and CAT LAE reimbursement
payments following the 1995 introduction of CAT Coverages.
Loss and loss adjustment expenses were $47,942,000 and $93,217,000 or 69.4% and
72.7% of net premiums earned for the three and nine months ended September 30,
1996 versus $11,860,000 and $27,611,000 or 79.8% and 73.3% of net premiums
earned for the corresponding periods of 1995. The loss ratios for 1996 have
decreased over the prior year due to decreases in both the nonstandard
automobile and crop hail loss ratios.
The loss ratio for the nonstandard automobile segment for the nine month period
ended September 30, 1996 was 71.7% as compared to 75.5% for the same period in
1995. Crop hail loss ratios were 49.9% and 51.5% for the nine month periods
ended September 30, 1996 and 1995.
Policy acquisition and general and administrative expenses have increased as a
result of the increased volume of business produced by the Company combined
with a higher percentage of net premiums retained and corresponding reductions
in reinsurance commission income. Policy acquisition and general and
administrative expenses rose to $14,040,000 and $26,323,000 or 20.3% and 20.5%
of net premium earned for the three and nine months ended September 30, 1996
compared to $1,700,000 and $7,289,000 or 11.4% and 19.4% of net premium earned
in the corresponding period of 1995. There is a disproportionate relationship
between increased operating expenses and increased net retention of business.
The expense ratio for the nonstandard segment improved to 28.6% for the first
nine months of 1996 as compared to 38.3% in 1995, due to technological and
operational efficiencies and tighter expense controls.
Due to the unique accounting for the crop insurance segment, operating expenses
for the three and nine months ended September 30, 1996 includes $20,915,000 and
$7,336,000, as compared to comparable amounts of $13,816,000 and $4,900,000 for
1995 for buy-up expense reimbursement payments and MPCI underwriting gain.
Interest expense increased $1,612,000 and $2,680,000 for the three and nine
months ended September 30, 1996 as compared to the corresponding periods in the
prior year due primarily to interest incurred since April 30, 1996 on the $48
Million of debt incurred to purchase Superior and the $7.5 Million IGF Holdings
Note. The latter note was repaid in full from the proceeds of the Offering.
The Superior acquisition debt was tied to a one month LIBOR through November
15, 1996 and was effectively fixed at 8.31% through an interest rate swap. The
rate was subsequently converted to a three month LIBOR and effectively fixed at
9.02% through July 30, 1997 through extension of the swap agreement.
Income tax expense was 35% and 33% of pre-tax income for the three and nine
months ended September 30, 1996 as compared to 30% and 31% for the
corresponding periods of the prior year.
Financial Condition
The Company's total assets of $398,502,000 at September 30, 1996 increased
$287,986,000 from $110,516,000 as of December 31, 1995. This increase is
principally due to the acquisition of Superior which had assets of $164 Million
at the date of acquisition and growth in business in the nonstandard automobile
and crop segments.
The Company's shareholders' equity increased from $9,535,000 at December 31,
1995 to $21,649,000 at September 30, 1996. The long term debt to equity ratio
has increased during 1996 as long term debt was increased by $48,000,000 due to
the acquisition of Superior. Long term debt to equity was 0 to 1 at December
31, 1995 and 2.6 to 1 at September 30, 1996. However, including minority
interest as a component of equity reduces this ratio to 1.4 to 1. Subsequent
to the Offering, the Company's debt to equity ratio, exclusive of minority
interest was approximately 0.9 to 1.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
One of the Company's subsidiaries, IGF Insurance Company ("IGF"),
is the administrator of a run-off book of business. The Federal
Crop Insurance Corporation ("FCIC") has requested that IGF
take responsibility for the claims liabilities of these policies
under its administration. IGF has requested reimbursement of
certain expenses from the FCIC with respect to this run-off
activity. IGF instituted litigation against the FCIC on March
23, 1995 in the United States District Court for the Southern
District of Iowa seeking $4.3 million (US) as reimbursement for
these expenses. The FCIC has counterclaimed for approximately
$1.2 million (U.S.) in claims payments for which the FCIC
contends IGF is responsible for as successor to the run-off
book of business. While the final result of this litigation
cannot be predicted with certainty, the Company believes that the
final resolution of this lawsuit will not have a material adverse
effect on the financial condition of the Company.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: November 15, 1996 By:_/s/ Douglas H. Symons__
Douglas H. Symons
President
Dated: November 15, 1996 By:_/s/ Gary P. Hutchcraft_
Gary P. Hutchcraft
Vice President, Treasurer
and Chief Financial Officer
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<DEBT-HELD-FOR-SALE> 124,959,000
<DEBT-CARRYING-VALUE> 0
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<EQUITIES> 25,796,000
<MORTGAGE> 2,500,000
<REAL-ESTATE> 472,000
<TOTAL-INVEST> 165,415,000
<CASH> 5,593,000
<RECOVER-REINSURE> 53,150,000
<DEFERRED-ACQUISITION> 12,285,000
<TOTAL-ASSETS> 398,502,000
<POLICY-LOSSES> 132,099,000
<UNEARNED-PREMIUMS> 81,226,000
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