<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended June 30, 1999
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from ______________________ to
______________________
Commission File Number: 333-69537
NCRIC Group, Inc.
- - --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
District of Columbia 52-2134774
- - ---------------------------------- -------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1115 30th Street, NW, Washington, D.C. 20007
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
202-969-1866
------------------------
(Issuer's telephone number, including area code)
Check 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 past 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
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of August 6, 1999, there were 3,520,857 shares of NCRIC Group, Inc.
common stock outstanding.
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<TABLE>
<CAPTION>
Table of Contents
Part I - Financial Information
<S> <C>
Item 1. Condensed Consolidated Financial Statements (unaudited)
NCRIC Group, Inc. and Subsidiaries:
Condensed Consolidated Balance Sheets...................................................... 3
Condensed Consolidated Statements of Operations............................................ 4
Condensed Consolidated Statements of Comprehensive Income.................................. 5
Condensed Consolidated Statements of Cash Flows............................................ 6
Notes to Condensed Consolidated Financial Statements....................................... 7
Item 2. Management's Discussion and Analysis......................................................... 11
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K............................................................. 23
Signatures.............................................................................................. 24
</TABLE>
2
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
NCRIC GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT FOR SHARE DATA)
- - -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
(unaudited)
ASSETS
<S> <C> <C>
INVESTMENTS:
Securities available for sale, at fair value:
Bonds and U.S.Treasury Notes $ 93,311 $ 91,135
Preferred stocks 4,786 5,213
----------------- --------------
Total securities available for sale 98,097 96,348
Investments in management service organizations 18 -
----------------- --------------
Total investments 98,115 96,348
OTHER ASSETS:
Cash and cash equivalents 3,287 6,083
Reinsurance recoverable 26,840 24,944
Goodwill 5,032 -
Deferred federal income taxes 4,149 2,742
Other assets 7,801 4,209
----------------- --------------
TOTAL ASSETS $ 145,224 $ 134,326
================= ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Losses and loss adjustment expenses:
Losses $ 60,875 $ 60,127
Loss adjustment expenses 28,241 27,573
----------------- --------------
Total losses and loss adjustment expenses 89,116 87,700
Other liabilities:
Retrospective premiums accrued under
reinsurance treaties 8,866 6,492
Unearned premiums 9,930 3,348
Bank debt 2,200 -
Other liabilities 6,225 5,775
----------------- --------------
TOTAL LIABILITIES 116,337 103,315
----------------- --------------
STOCKHOLDER'S EQUITY:
Common stock $0.01 par value - 10,000,000 shares
authorized; 1,000 shares issued and outstanding - -
Additional paid in capital 798 798
Accumulated other comprehensive income (988) 2,016
Retained earnings 29,077 28,197
----------------- --------------
TOTAL STOCKHOLDER'S EQUITY 28,877 31,011
----------------- --------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 145,224 $ 134,326
================= ==============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
NCRIC GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED (IN THOUSANDS)
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
REVENUES:
Premium income:
Premiums written $ 1,927 $ 823 $ 16,854 $ 17,629
Premiums ceded (729) 560 (1,832) (298)
Change in unearned premiums 2,121 3,076 (7,751) (9,896)
Renewal credit dividends to policyholders (349) (441) (696) (871)
------- ------- --------- --------
Net premiums earned 2,970 4,018 6,575 6,564
Net investment income 1,496 1,561 2,914 3,087
Net realized investment (losses) gains (199) (22) (147) 6
Practice management and related income 1,090 - 2,333 -
Other income 80 161 171 313
------- ------- --------- --------
Total revenues 5,437 5,718 11,846 9,970
------- ------- --------- --------
EXPENSES:
Losses and loss adjustment expenses 2,525 4,920 6,089 8,059
Underwriting expenses 654 1,286 1,581 2,319
Practice management and related expenses 1,173 128 2,289 162
Other 294 172 767 431
------- ------- --------- --------
Total expenses 4,646 6,506 10,726 10,971
------- ------- --------- --------
INCOME (LOSS) BEFORE INCOME TAXES 791 (788) 1,120 (1,001)
INCOME TAX PROVISION (BENEFIT) 210 (414) 240 (554)
------- ------- --------- --------
NET INCOME (LOSS) $ 581 $ (374) $ 880 $ (447)
======= ======= ========= ========
</TABLE>
See notes to condensed consolidated financial statements.
4
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NCRIC GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED
(IN THOUSANDS)
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
NET INCOME (LOSS) $ 581 $ (374) $ 880 $ (447)
OTHER COMPREHENSIVE INCOME:
Unrealized holding gains (losses) on
investments during the period (2,329) 817 (4,700) 732
Taxes associated with unrealized
holding gains (losses) 792 (277) 1,598 (247)
Less: reclassification adjustment for gains
(losses) included in net income (loss) 199 22 147 (6)
Taxes associated with reclassification
adjustment (67) (8) (49) 2
-------- ------- -------- -------
OTHER COMPREHENSIVE (LOSS) INCOME (1,405) 554 (3,004) 481
-------- ------- -------- -------
COMPREHENSIVE (LOSS) INCOME $ (824) $ 180 $ (2,124) $ 34
======== ======= ======== =======
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
NCRIC GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (IN THOUSANDS)
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 581 $ (374) $ 880 $ (447)
Adjustments to reconcile net income
to net cash flows from operating activities:
Net realized investment gains (losses) 199 22 147 (6)
Amortization and depreciation 134 63 253 111
Deferred federal income taxes (benefit) 83 (510) (87) (676)
Changes in assets and liabilities:
Reinsurance recoverable (1,063) (3,235) (1,896) (6,163)
Other assets (835) 2,253 (3,041) (175)
Losses and loss adjustment expenses (1,590) 4,687 1,416 8,556
Retrospective premiums accrued
under reinsurance treaties 1,253 195 2,374 (187)
Unearned premiums (2,153) 2,795 6,582 8,835
Other liabilities 50 673 174 (203)
---------- --------- -------- --------
Net cash flows from operating activities (3,341) 979 6,802 9,645
---------- --------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investments (25,934) (18,026) (38,647) (42,947)
Sales, maturitites and redemptions of investments 24,108 18,204 32,184 37,564
Investment in purchased business - - (5,238) -
Purchases of property and equipment (60) (147) (97) (571)
---------- --------- -------- --------
Net cash flows from investing activities (1,886) 31 (11,798) (5,954)
---------- --------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt - - 2,200 -
---------- --------- -------- --------
NET CHANGE IN CASH AND CASH
EQUIVALENTS (5,227) 1,010 (2,796) 3,691
---------- --------- -------- --------
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 8,514 6,746 6,083 4,065
---------- --------- -------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 3,287 $ 7,756 $ 3,287 $ 7,756
========== ========= ======== ========
SUPPLEMENTARY INFORMATION:
Interest paid $ 47 $ - $ 92 $ -
========== ========= ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
NCRIC GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - unaudited
1. Basis of Preparation
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions to Form 10-QSB and therefore do not include
all disclosures necessary for a complete presentation under generally
accepted accounting principles. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, considered
necessary for a fair presentation have been included.
Operating results for the six-month period ended June 30,1999 are not
necessarily indicative of the results that may be expected for the year
ending December 31,1999. These consolidated financial statements and notes
should be read in conjunction with the financial statements and notes
included in the audited consolidated financial statements of NCRIC Group,
Inc. (NCRIC Group) for the year ended December 31, 1998, which were filed
with the Securities and Exchange Commission on Form SB-2.
2. Acquisition
On January 4, 1999, NCRIC Group acquired all of the outstanding shares of
HealthCare Consulting, Inc., all of the outstanding interests of HCI
Ventures, LLC, and all the assets of Employee Benefits Services, Inc. for
$5.1 million in cash and mandatorily convertible notes in the aggregate
principal amount of $300,000. Under terms of the purchase agreement, an
additional $3.1 million could be paid in cash if the acquired companies
achieve earnings targets in 2000, 2001 and 2002. These companies provide
practice management, employee benefit services and financial services to
physicians throughout the Mid-Atlantic region.
The acquisition has been accounted for using the purchase method. Goodwill
is amortized over 20 years on a straight-line basis. The contingent payment
would be an addition to goodwill and would be amortized over 20 years.
In connection with the acquisition, NCRIC Group borrowed $2.2 million from
Sequoia National Bank to finance a portion of the purchase price. The term
of the loan is 7.5 years and the interest rate is prime plus 0.75% per
annum, with an additional one-half point paid at closing. Monthly payments
are interest only for the first six months and blended payments of interest
and principal thereafter. Sequoia has the option to call the loan at the
end of 6 months and 3.5 years of the term. Security for the loan consists
of an assignment of the capital stock of NCRIC MSO, Inc., a subsidiary of
NCRIC Group, and a blanket lien of all of the receivables of HealthCare
Consulting and Employee Benefits Services. There is no penalty for
prepayment of the loan. The President of Sequoia National Bank serves on
NCRIC Group's Board of Directors.
7
<PAGE>
The following pro forma information presents the results of operations for
the six months ended June 30, 1998 as though the acquisition had occurred
at January 1, 1998 (in thousands):
<TABLE>
<CAPTION>
NCRIC Acquired Pro forma
Group Companies Combined
----- --------- --------
<S> <C> <C> <C>
Revenue................ $9,970 $2,443 $12,413
Net income (loss)...... (447) 357 (90)
</TABLE>
3. Initial Public Offering
The Form SB-2 Registration Statement for NCRIC Group common stock was
declared effective by the Securities and Exchange Commission on May 10,
1999. Sales of the stock concluded on July 19, 1999 for a total offering of
1,480,000 shares with estimated net proceeds of $8.5 million. Since the
offering of securities had not yet closed, the shares outstanding at June
30, 1999 were wholly-owned by NCRIC Holdings, Inc., the immediate parent of
NCRIC Group.
4. Reportable Segment Information
NCRIC Group has two reportable segments: Insurance and practice management
and financial services. The insurance segment provides medical professional
liability and other insurance. The practice management and financial
services segment provides practice management and financial services
primarily to physicians. NCRIC Group evaluates performance based on profit
or loss from operations before income taxes. The reportable segments are
strategic business units that offer different products and services and
therefore are managed separately.
Selected financial data is presented below for each business segment for
the three-month and six-month periods ended June 30, 1999 and 1998 (in
thousands):
<TABLE>
<CAPTION>
For the At or For the
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
INSURANCE:
Revenues from external customers $ 3,050 $ 4,168 $ 6,746 $ 6,866
Net investment income 1,599 1,561 3,014 3,087
Net realized investment
gains (losses) (199) (22) (147) 6
Depreciation and amortization 49 61 84 101
Segment profit (loss) before taxes 1,151 (600) 1,758 (730)
Expenditures for segment assets 29 100 50 524
Segment assets 142,674 138,905
Segment liabilities 113,176 111,315
</TABLE>
8
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<TABLE>
<CAPTION>
For the At or For the
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
-------- -------- --------- -----------
<S> <C> <C> <C> <C>
Practice Management
and Financial Services:
Revenues from external customers $ 1,092 $ 11 $ 2,335 $ 11
Net investment income 18 - 21 -
Net realized investment gains - - - -
Depreciation and amortization 85 2 169 10
Segment loss before taxes (200) (188) (311) (271)
Expenditures for segment assets 31 47 47 47
Segment assets 6,508 39
Segment liabilities 991 166
Total:
Revenues from external customers $ 4,142 $ 4,179 $ 9,081 $ 6,877
Net investment income 1,557 1,561 3,035 3,087
Net realized investment gains (losses) (199) (22) (147) 6
Depreciation and amortization 134 63 253 111
Segment profit (loss) before taxes 951 (788) 1,447 (1,001)
Expenditures for segment assets 60 147 97 571
Segment assets 149,182 138,944
Segment liabilities 114,167 111,481
</TABLE>
The following are reconciliations of reportable segment assets, liabilities
and profit to NCRIC Group's consolidated totals (in thousands):
<TABLE>
<CAPTION>
June 30,
------------
1999 1998
---------- -----------
<S> <C> <C>
Assets:
Total assets for reportable segments $ 149,182 $ 138,944
Elimination of intersegment receivables (631) (125)
Elimination of affiliate receivables (4,933) -
Other unallocated amounts 1,606 -
---------- -----------
Consolidated total $ 145,224 $ 138,819
========== ===========
Liabilities:
Total liabilities for reportable segments $ 114,167 $ 111,481
Elimination of intersegment payables (631) (125)
Other liabilities 2,801 -
---------- -----------
Consolidated total $ 116,337 $ 111,356
========== ===========
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
-------- -------- --------- -----------
<S> <C> <C> <C> <C>
Profit (loss) before taxes:
Total profit (loss) for
reportable segments $ 951 $ (788) $ 1,447 $ (1,001)
Other expenses (99) - (206) -
Elimination of intersegment
interest income (61) - (121) -
-------- -------- --------- -----------
Consolidated total $ 791 $ (788) $ 1,120 $ (1,001)
======== ======== ========= ===========
</TABLE>
5. Subsequent Event
On July 29, 1999 the stock offering described in Note 3 closed and the loan
from Sequoia Bank, described in Note 2, was repaid in full.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
The following analysis of the consolidated results of operations and
financial condition of NCRIC Group should be read in conjunction with the
consolidated financial statements and related notes included in Form 10-QSB.
References to "NCRIC" mean NCRIC Group and its subsidiaries, including their
predecessors.
General
The financial statements have been prepared in accordance with generally
accepted accounting principles, GAAP, unless otherwise noted. GAAP differs from
statutory accounting practices used by regulatory authorities in their oversight
responsibilities of insurance companies.
On January 4, 1999 NCRIC Group acquired all the outstanding shares of
HealthCare Consulting, Inc., the interests of HCI Ventures, LLC and the assets
of Employee Benefits Services, Inc. The acquisition was recorded as a purchase.
The results of operations for the six months ended June 30, 1999 include the
results of the acquired businesses for that period.
Consolidated net income and comprehensive income results -
Three months ended June 30, 1999 compared to three months ended June 30, 1998
and six months ended June 30, 1999 compared to six months ended June 30, 1998
Three months ended June 30, 1999 compared to three months ended June 30, 1998
Net income increased to $581,000 for the three months ended June 30, 1999,
up $955,000 from a loss of $374,000 for the three months ended June 30, 1998.
The primary contributors to the increased earnings were an improvement in net
underwriting results partially offset by legal fees incurred for litigation
brought by the NCRIC Physicians Organization, continuing start-up costs for the
NCRIC MSO District of Columbia operations and interest expense on acquisition
debt.
Comprehensive income was a loss of $824,000 for the three months ended June
30, 1999 compared to a gain of $180,000 for the three months ended June 30,
1998. The decrease in comprehensive income results from the decline in
unrealized investment gains, net of deferred income taxes.
Six months ended June 30, 1999 compared to six months ended June 30, 1998
Net income increased to $880,000 for the six months ended June 30, 1999, up
$1.3 million from a loss of $447,000 for the six months ended June 30, 1998. The
primary contributors to the increased earnings were an improvement in net
underwriting results and earnings from the recently acquired businesses,
partially offset by continuing start-up costs for the NCRIC MSO District of
Columbia operations, interest expense on acquisition debt and legal fees
incurred for litigation brought by the NCRIC Physicians Organization. This
litigation was settled in August with terms including a guarantee of a minimum
payment to the NCRIC Physicians Organization of $6,000 per month for 60 months.
11
<PAGE>
Comprehensive income was a loss of $2.1 million for the six months ended
June 30, 1999 compared to a gain of $34,000 for the six months ended June 30,
1998. The decrease in comprehensive income results from the decline in
unrealized investment gains, net of deferred income taxes.
Net Premiums Earned
Following is a summary of NCRIC's net premiums earned:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
---- ---- ---- ----
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Gross premiums written............. $ 1,927 $ 823 $ 16,854 $ 17,629
Change in unearned
premiums...................... 2,121 3,076 (7,751) (9,896)
--------- ------- --------- --------
Gross premiums earned
before renewal credits........ 4,048 3,899 9,103 7,733
Reinsurance premiums ceded......... (729) 560 (1,832) (298)
--------- ------- --------- --------
Net premiums earned before
renewal credits............... 3,319 4,459 7,271 7,435
Renewal credits.................... (349) (441) (696) (871)
--------- ------- --------- --------
Net premiums earned................ $ 2,970 $ 4,018 $ 6,575 $ 6,564
========= ======= ========= ========
</TABLE>
Three months ended June 30, 1999 compared to three months ended June 30, 1998
Gross premiums written increased by $1.1 million to $1.9 million for the
three months ended June 30, 1999 from $0.8 million for the three months ended
June 30, 1998. The increase in gross premiums written includes approximately
$590,000 resulting from the staggering of policy renewal dates plus
approximately $450,000 for new business written. The gross premiums written
include premiums for experience-rated programs of $191,000 for the three months
ended June 30, 1999 and $137,000 for the three months ended June 30, 1998.
The change in unearned premiums for the period decreased by $1.0 million to
$2.1 million from $3.1 million. This decrease resulted from a $1.6 million
change in the unearned portion of the policy premium due to the staggering of
renewal dates and new business written, offset by a $680,000 decrease in
retrospectively determined policyholder refunds for 1999 due to higher loss
experience in the experience-rated programs.
Gross premiums earned before renewal credits increased $150,000, or 4%, to
$4.0 million for the three months ended June 30, 1999 from $3.9 million for the
three months ended June 30, 1998. The increase was primarily due to additional
premiums earned under experience-rated programs.
12
<PAGE>
Reinsurance premiums ceded increased by $1.3 million to $0.7 million for
the three months ended June 30, 1999 from $(0.6) million for the three months
ended June 30, 1998. The increase was primarily attributable to reinsurance
premiums related to prior years under the swing rated treaty which were reduced
by $542,000 in the three months ended June 30, 1999 and $2.4 million in the
three months ended June 30, 1998 due to favorable loss development of reinsured
losses compared to prior estimates by NCRIC and partially offset by reduced
current year reinsurance expense.
Renewal credits decreased $92,000 to $349,000 for the three months ended
June 30, 1999 from $441,000 for the three months ended June 30, 1998 reflecting
a decrease in the credit rate on eligible policies to 10% from 12.5%.
Net premiums earned before renewal credits decreased by $1.1 million to
$3.3 million for the three months ended June 30, 1999 from $4.4 million for the
three months ended June 30, 1998. Net premiums earned after renewal credits
decreased similarly by $1.0 million to $3.0 million for the three months ended
June 30, 1999 from $4.0 million for the three months ended June 30, 1998. The
decreases primarily reflect the lower reinsurance ceded favorable prior year
development in the second quarter of 1999 compared to the second quarter of
1998.
Six months ended June 30, 1999 compared to six months ended June 30, 1998
Gross premiums written decreased by $775,000 to $16.9 million for the six
months ended June 30, 1999 from $17.6 million for the six months ended June 30,
1998. Starting in the fourth quarter of 1997 and continuing into 1999, NCRIC
began to stagger policy renewal dates. Premiums written increased $200,000 for
the six months ended June 30, 1999 and increased $1.2 million for the six months
ended June 30, 1998 due to the staggering of premium writing dates. There is a
one-time effect when the policy renewal is staggered which increases premiums
written in the period of the new renewal date and reduces premiums written in
the subsequent period corresponding to the original renewal date; premiums
written will, all else being equal, return to the previous level in the
subsequent calendar year. While the staggering of the renewal dates affects
premiums written, earned premiums are not affected. The gross premiums written
include premiums for experience-rated programs of $628,000 for the six months
ended June 30, 1999 and $708,000 for the six months ended June 30, 1998.
Gross premiums written adjusted for the staggering of renewal dates and
experience-rated premiums increased $300,000, to $16.0 million for the six
months ended June 30, 1999 from $15.7 million for the six months ended June 30,
1998. The increase results from net new business written. The number of
policyholders increased to 1,372 at June 30, 1999, up from 1,272 at June 30,
1998, offset by a change in the mix of business in new policies written.
The change in unearned premiums for the period decreased by $2.1 million to
$7.8 million for the six months ended June 30, 1999 from $9.9 million for the
six months ended June 30, 1998. This decrease resulted from a $0.8 million
change due the staggering of renewal dates as well as a $1.3 million decrease in
retrospectively determined policyholder refunds for 1999 due to higher loss
experience in the experience-rated programs.
13
<PAGE>
Gross premiums earned before renewal credits increased $1.4 million, or
18%, to $9.1 million for the six months ended June 30, 1999 from $7.7 million
for the six months ended June 30, 1998. The increase was primarily due to the
$1.3 million of additional premiums earned under experience-rated programs.
Reinsurance premiums ceded increased by $1.5 million to $1.8 million for
the six months ended June 30, 1999 from $298,000 for the six months ended June
30, 1998. The increase was the result of a decrease in the credit from prior
year premiums under the swing rated reinsurance treaty due to favorable loss
experience.
Reinsurance premiums related to prior years under the swing rated treaty
were reduced by $1.0 million in the six months ended June 30, 1999 and $2.6
million in the six months ended June 30, 1998 due to favorable loss development
of reinsured losses compared to prior estimates by NCRIC. The 1999 change is
primarily reflective of the favorable loss development for the 1994 through 1996
loss years. The 1998 change is primarily reflective of the favorable loss
development for the 1993 through 1995 loss years.
Renewal credits decreased $175,000 to $696,000 for the six months ended
June 30, 1999 from $871,000 for the six months ended June 30, 1998 reflecting a
decrease in the credit rate on eligible policies to 10% from 12.5%.
Net premiums earned before renewal credits decreased by $164,000 to $7.3
million for the six months ended June 30, 1999 from $7.4 million for the six
months ended June 30, 1998 reflecting the decrease in reinsurance premiums
related to prior years development. Net premiums earned after renewal credits
totaled $6.6 million for both six-month periods.
Net investment income
Three months ended June 30, 1999 compared to three months ended June 30, 1998
Net investment income decreased by $65,000 for the three months ended June
30, 1999 compared to the second quarter of the prior year due to a decline in
yields which was only partially offset by an increase in invested funds and a
decrease in investment expenses. The average effective yield was approximately
5.68% for the three months ended June 30, 1999 and 5.80% for the three months
ended June 30, 1998. The tax equivalent yield was approximately 6.15% for the
second quarter of 1999 and 6.51% for the second quarter of 1998. The decrease in
investment yields reflects the market decrease in interest rates in 1999
compared to 1998.
14
<PAGE>
Six months ended June 30, 1999 compared to six months ended June 30, 1998
Net investment income decreased by $173,000 for the six months ended June
30, 1999 compared to the first six months of the prior year due to a decline in
yields which was only partially offset by an increase in invested funds and a
decrease in investment expenses. Average invested assets, which includes cash
equivalents, were maintained at essentially the same level in both periods.
Maturing investments were primarily invested in corporate bonds and asset-backed
securities. $2.9 million of funds were used in the January 4, 1999 acquisition
of the businesses of HealthCare Consulting, HCI Ventures and Employee Benefit
Services. The average effective yield was approximately 5.54% for the six months
ended June 30, 1999 and 5.86% for the six months ended June 30, 1998. The tax
equivalent yield was approximately 6.07% for the six months ended June 30, 1999
and 6.54% for the six months ended June 30, 1998. The decrease in investment
yields is reflective of the market decrease in interest rates in 1999 compared
to 1998.
Practice management and related revenue
Practice management and related revenue of $1.1 million for the three
months ended June 30, 1999 and $2.3 million for the six months ended June 30,
1999 consisted of fees generated by NCRIC MSO through the businesses acquired on
January 4, 1999, HealthCare Consulting and Employee Benefits Services. The
second quarter revenue compared to first quarter revenue reflects a pattern of
seasonality in this business.
Net realized investment gains (losses)
Net realized investment losses were $199,000 for the three months ended
June 30, 1999 compared to $22,000 for the three months ended June 30, 1998. For
the six months ended June 30, 1999 net realized losses were $147,000 compared to
net realized gains of $6,000 for the six months ended June 30, 1998. Realized
losses in 1999 were primarily from the sale of mortgaged-backed securities. 1998
realized gains and losses were primarily from the sale of corporate bonds.
Loss and loss adjustment expenses and combined ratio results
The expense for incurred losses and LAE net of reinsurance is summarized as
follows:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
---- ---- ---- ----
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Incurred loss and LAE related to:
Current year - losses............... $ 6,286 $ 6,056 $ 10,736 $ 9,495
Prior years - development........... (3,761) (1,136) (4,647) (1,436)
-------- -------- -------- --------
Total incurred for the year.............. $ 2,525 $ 4,920 $ 6,089 $ 8,059
======== ======== ======== ========
</TABLE>
15
<PAGE>
Following is a summary of the ratios of losses and underwriting expenses
compared to net premiums:
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------
1999 1998
------- --------
<S> <C> <C>
GAAP Underwriting ratios:
Loss and LAE ratio 92.6% 122.8%
Underwriting expense ratio 24.1% 35.3%
Combined ratio after renewal credits 116.7% 158.1%
Combined ratio before renewal credits 105.5% 139.6%
Statutory data:
Loss and LAE ratio 83.7% 108.4%
Underwriting expense ratio 10.5% 13.4%
Combined ratio 94.2% 121.8%
</TABLE>
Three months ended June 30, 1999 compared to three months ended June 30, 1998
Total incurred loss and LAE expense of $2.5 million for the second quarter
of 1999 is down $2.4 million from the $4.9 million incurred for the second
quarter of 1999.
Current year losses in the three months ended June 30, 1999 totaled $6.3
million, up $0.2 million compared to the three months ended June 30, 1998. The
number of claims reported in the second quarter of 1999 were lower than in the
second quarter of 1998, with a somewhat higher average expense per claim. NCRIC
experienced favorable development on estimated losses for prior years' claims in
the second quarter of both years. The favorable loss development related to
prior years claims was $3.8 million in the second quarter of 1999, and $1.1
million in the second quarter of 1998. Prior year development results from the
re-estimation and settlement of individual losses not covered by reinsurance,
which are generally losses under $500,000.
Six months ended June 30, 1999 compared to six months ended June 30, 1998
Total incurred loss and LAE for the first six months of 1999 of $6.1
million is down $2.0 million from $8.1 million for the first six months of 1998.
Current year losses in the six months ended June 30, 1999 totaled $10.7
million, up $1.2 million from $9.5 million for the six months ended June 30,
1998. More new claims were reported in the first six months of 1999 than in the
first six months of 1998 but remained less than the level reported for the first
six months of 1997. NCRIC experienced favorable development on estimated losses
for prior years in the first six months of both years. The favorable loss
development related to prior years claims was $4.6 million in the first half of
1999 and $1.4 million in the first half of 1998.
The GAAP combined ratio before renewal credits decreased to 105.5% for the
six months ended June 30, 1999 from 139.6% for the six months ended June 30,
1998. The increased
16
<PAGE>
favorable loss development related to prior years claims resulted in the
improvement in the loss and LAE ratio. A reduction in underwriting expenses
resulted in the improvement in the underwriting expense ratio.
The GAAP combined ratio after renewal credits for the six months ended June
30, 1999 of 116.7% improved from the combined ratio for the six months ended
June 30, 1998 of 158.1% due to a decrease in the renewal credit rate as well as
the favorable loss development already described.
Underwriting expenses
Three months ended June 30, 1999 compared to three months ended June 30, 1998
Underwriting expenses decreased $632,000 to $654,000 for the three months
ended June 30, 1999 from $1.3 million for the three months ended June 30, 1998.
The decrease in expense was due primarily to additional allocation of expense to
LAE and lower directors fees as a result of the reorganization.
Six months ended June 30, 1999 compared to six months ended June 30, 1998
Underwriting expenses decreased $738,000 to $1.6 million for the six months
ended June 30, 1999 from $2.3 million for the six months ended June 30, 1998.
The decrease in expense was due primarily to a decrease of $91,000 in premium
taxes related to the decrease in gross written premiums and a reduction in the
premium tax rate, a decrease of $102,000 in guaranty fund assessments and a
decrease of $194,000 in directors fees as a result of the reorganization.
Practice management and related expenses
Practice management and related expenses of $1.2 million for the three
months ended June 30, 1999 and $2.3 million for the six months ended June 30,
1999 consisted primarily of expenses, such as salaries, other general office
expenses and goodwill amortization related to NCRIC MSO for the operations of
the businesses acquired January 4, 1999.
Other expenses
Other expenses include amounts for subsidiary and holding company
operations which are not directly related to the issuance of medical
professional liability insurance or practice management and related operation,
including insurance brokerage, insurance agency and physician services.
Three months ended June 30, 1999 compared to three months ended June 30, 1998
Other expenses increased $122,000 to $294,000 for the three months ended
June 30, 1999 from $172,000 for the three months ended June 30, 1998. The
primary components of the increase were legal fees of $109,000 incurred in
connection with litigation brought by NCRIC Physicians Organization and interest
on acquisition debt of $45,000 offset by a decrease of $40,000 in expenses in
connection with the 1998 reorganization.
17
<PAGE>
Six months ended June 30, 1999 compared to six months ended June 30, 1998
Other expenses increased $336,000 to $767,000 for the six months ended June
30, 1999 from $431,000 for the six months ended June 30, 1998. The primary
components of the increase were legal fees of $315,000 incurred in connection
with litigation brought by NCRIC Physicians Organization and interest on
acquisition debt of $90,000 offset by a decrease of $125,000 in expenses in
connection with the 1998 reorganization.
Federal income taxes
The effective tax rate for NCRIC is lower than the federal statutory rate
principally due to nontaxable investment income.
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Federal income tax at
statutory rates......... 34% (34)% 34% (34)%
Tax exempt income........ (8) (13) (13) (19)
Dividends received....... (3) (3) (3) (4)
Reorganization costs..... - 2 - 5
Goodwill amortization.... 3 - 3 -
Other, net............... 1 (5) - (3)
------ ------ ------ ------
Federal income tax at
effective rates.......... 27% (53)% 21% (55)%
====== ====== ====== ======
</TABLE>
Financial condition, liquidity and capital resources
NCRIC Group
Financial condition and capital resources. NCRIC Group is a stock holding
company whose operations and assets primarily consist of its ownership of NCRIC,
Inc. and NCRIC MSO. In addition, as a result of the reorganization, NCRIC Group
has greater access to the capital markets. This allows NCRIC Group to assist its
subsidiaries in their efforts to compete effectively and to create long-term
growth. As a part of this strategy, NCRIC Group may seek to take advantage of
acquisition opportunities and alternative financing.
On January 4, 1999, Sequoia National Bank approved a loan to NCRIC Group in
the amount of $2,200,000 at an annual interest rate of prime + 3/4 of a
percentage point to finance the acquisition of HealthCare Consulting, Inc., HCI
Ventures, LLC and the assets of Employee Benefits Services, Inc. On July 29,
1999 the loan was repaid from the proceeds of the issuance of common stock.
18
<PAGE>
Liquidity. Liquidity is a measure of an entity's ability to secure enough
cash to meet its contractual obligations and operating needs. NCRIC Group's cash
flow from operations consists of dividends from subsidiaries, if declared and
paid, and other permissible payments from its subsidiaries, offset by fees paid
to NCRIC, Inc., for management services and other expenses. NCRIC Group intends
to rely primarily on this cash flow from subsidiaries to pay dividends on its
common stock, if any. The amount of future cash flow available to NCRIC Group
may be influenced by a variety of factors, including NCRIC, Inc.'s financial
results and regulation by the District of Columbia Department of Insurance and
Securities Regulation.
The payment of dividends to NCRIC Group by NCRIC, Inc. is subject to
limitations imposed by the District of Columbia Holding Company System Act of
1993. Under the DC Holding Company Act, NCRIC, Inc. must seek prior approval
from the Commissioner of Insurance and Securities to pay any dividend which,
combined with other dividends made within the preceding 12 months, exceeds the
lesser of (A) 10% of the surplus at the end of the prior year or (B) the prior
year's net income excluding realized capital gains. Net income, excluding
realized capital gains, for the 2 years preceding the current year is carried
forward for purposes of the calculation to the extent not paid in dividends. The
law also requires that an insurer's statutory surplus following a dividend or
other distribution be reasonable in relation to the insurer's outstanding
liabilities and adequate to meet its financial needs. The District of Columbia
permits the payment of dividends only out of unassigned statutory surplus. Using
these criteria, as of June 30, 1999 NCRIC, Inc. would have had available
approximately $2.4 million of unassigned statutory surplus available for
dividends.
Subsidiaries of NCRIC Group
Liquidity. The primary sources of NCRIC subsidiaries' liquidity are
insurance premiums, net investment income, practice management and financial
services fees, recoveries from reinsurers and proceeds from the maturity or sale
of invested assets. Funds are used to pay claims, LAE, operating expenses,
reinsurance premiums and taxes, and to purchase investments.
NCRIC subsidiaries had net cash outflow from operations for the three
months ended June 30, 1999 and positive cash flow for the three months ended
June 30, 1998. Cash provided by operating activities of NCRIC subsidiaries was
$(3.3) million in the three months ended June 30, 1999 and $979,000 in the three
months ended June 30, 1998. The $4.3 million of decreased cash flow in 1999
compared to 1998 resulted primarily from lower premiums collected due to the
effect of staggering and to a change in the timing of receipt of funds from
premium financing, and additional losses and LAE paid. For the six months ended
June 30, 1999 and 1998, NCRIC subsidiaries had positive cash flow from
operations. Cash provided by operating activities of NCRIC subsidiaries was $6.7
million for the six months ended June 30, 1999 and $9.6 million in the six
months ended June 30, 1998. The $2.9 million of decreased cash flow in 1999
compared to 1998 resulted primarily from $2.3 million of lower premiums
collected due to the effect of staggering and $819,000 of additional losses and
LAE paid. Because of the long-term nature of both the payments of claims and the
settlement of swing-rated reinsurance premiums due to the reinsurers, cash from
operations for a medical professional liability insurer like NCRIC, Inc. can
vary substantially from year to year.
19
<PAGE>
Financial condition and capital resources. NCRIC subsidiaries invest their
cash flow from operations primarily in investment grade, fixed maturity
securities. As of June 30, 1999, the carrying value of NCRIC subsidiaries'
securities portfolio was $98.1 million, compared to a carrying value of $96.3
million as of December 31, 1998. The portfolios were invested as follows:
<TABLE>
<CAPTION>
As of As of
June 30, December 31,
1999 1998
-------- --------
<S> <C> <C>
U.S. Government and agencies........................... 18% 25%
Asset-backed and mortgage-backed securities............ 35 28
Tax-exempt securities.................................. 22 21
Corporate bonds and preferred stocks................... 25 26
</TABLE>
Over 77% of the portfolio was invested in US Government/agency securities
or had a rating of AAA or AA. For regulatory purposes, 97% of the securities
portfolio was rated "Class 1" for all periods presented, which is the highest
quality rated group as classified by the NAIC.
NCRIC subsidiaries believe that all of their fixed maturity securities are
readily marketable. Investment duration is closely monitored to provide adequate
cash flow to meet operational and maturing liability needs. Asset and liability
modeling, including sensitivity analyses and cash flow testing, are performed on
a regular basis.
NCRIC subsidiaries have no corporate debt. The $2.5 million line of credit
available as of June 30, 1999 is restricted to working capital for claims
settlements. The line of credit is unsecured and renewable annually. NCRIC
subsidiaries have not drawn down on this facility. As of June 30, 1999, NCRIC
subsidiaries have no material commitments for capital expenditures. NCRIC Group
and its subsidiaries are required to pay aggregate annual salaries in the amount
of $975,000 to six persons under employment agreements.
The equity of NCRIC subsidiaries was $29.1 million at June 30, 1999 and
$31.0 million at December 31, 1998. The $1.9 million decrease for the six months
ended June 30, 1999 was due to a $3.0 million decrease in unrealized
appreciation net of tax in the investment portfolio, offset by net income.
Effects of inflation and interest rate changes
The primary effect of inflation on NCRIC is in estimating reserves for
unpaid losses and LAE for medical professional liability claims in which there
is a long period between reporting and settlement. The rate of inflation for
malpractice claim settlements can substantially exceed the general rate of
inflation. The actual effect of inflation on NCRIC's results cannot be
conclusively known until claims are ultimately settled. Based on actual results
to date, NCRIC Group believes that losses and LAE reserve levels and NCRIC
Group's ratemaking process adequately incorporate the effects of inflation.
20
<PAGE>
Interest rate changes expose NCRIC to a market risk on its investment
portfolio. This market risk is the potential for financial losses due to the
decrease in the value or price of an asset resulting from broad movements in
prices, such as interest rates. In general, the market value of NCRIC's fixed
maturity portfolio increases or decreases in an inverse relationship with
fluctuation in interest rates. In addition, NCRIC's net investment income
increases or decreases in a direct relationship with interest rate changes on
monies reinvested from maturing securities and investments of positive cash flow
from operating activities.
Year 2000 issues
Many hardware computer and software computer programs were designed to
accommodate only two-digit fields to represent a given year; for example, "98"
represents 1998. The computer hardware and software automatically understands
the two-digit indicator to be associated with the twentieth century and assigns
the first two digits as "19." This design results in the inability of these
computer systems to recognize post-twentieth century dates and to properly
accept, process or display information related to the next century. If not
corrected, this could result in system or electronic equipment failures, or
miscalculations causing disruption of NCRIC's business operations.
NCRIC's overall readiness initiatives have included the assignment of a
task force to provide an assessment of NCRIC's exposure to the Year 2000 issues.
The comprehensive program to address each aspect of the Year 2000 issues has
included an assessment of all critical business systems; remediation or
upgrading of critical systems; implementation of modified and updated systems;
testing of both modified and updated systems as well as integrated systems
testing; and contingency planning. The study has included an evaluation of both
NCRIC's internal hardware and software systems, as well as exposure from service
providers, brokers and other external business partners.
NCRIC has completed an assessment of all its critical internal hardware and
software systems. Internal computer hardware has been determined to be Year 2000
ready based on manufacturers' representations. Software systems that are not
Year 2000 ready are in the process of being upgraded through updates supplied by
vendors; being replaced by new systems; or being brought into readiness through
the remediation efforts of outside vendors under NCRIC's direction.
Specifically, NCRIC's computer systems and application software that relate to
policy administration, billing and claims and office automation are Year 2000
ready.
For those systems which are ready, NCRIC has successfully completed stand-
alone testing. During 1999, NCRIC will complete testing of those systems which
are in the process of being modified. In addition, while most of NCRIC's
computer hardware, software, telecommunications and desktop applications operate
as stand-alone systems, there is some level of interdependency among the
systems. NCRIC intends to complete full-scope integrated systems testing during
the third quarter 1999. NCRIC has begun to contact its outside vendors and
critical business partners concerning their Year 2000 compliance efforts; no
problems have been identified to date. This process will be completed in 1999.
21
<PAGE>
NCRIC estimates that it has incurred internal and external costs associated
with the Year 2000 effort of approximately $3,200 for the six months ended June
30, 1999 and $15,000 and $36,000 for the years ended December 31, 1998 and 1997,
respectively. NCRIC anticipates incurring internal and external costs of
approximately $5,000 during the remainder of 1999.
Although there can be no assurance, NCRIC believes that its internal
operations will be sufficiently ready that the Year 2000 issues should not cause
a material disruption in its business. Despite these efforts, there can be no
guarantee that the systems of other companies on which NCRIC relies will be Year
2000 ready. Any failure associated with this non-readiness could have a material
effect on NCRIC. While NCRIC believes that the Year 2000 issues will not cause
an adverse effect on its ability to conduct its operations, it has begun to
explore various contingency plans in order to complete the most critical aspects
of its business operations in the event of any failures in the remediation
efforts. The most likely worst case scenario would be disruption of utility
services. Due to the service nature of NCRIC businesses, a disruption of short
duration would not be anticipated to have any significant impact.
Forward-Looking Information
A number of statements made by NCRIC in this document are forward-looking
statements which involve known and unknown risks and uncertainties which may
cause NCRIC's actual results to be materially different from historical results
or from the results expressed or implied by the forward-looking statements.
These risks and uncertainties include:
. general economic conditions including changes in interest rates and
the performance of financial markets;
. NCRIC, Inc.'s concentration in a single line of business primarily in
the District of Columbia;
. the impact of managed healthcare;
. uncertainties inherent in the estimate of loss and loss adjustment
expense reserves and reinsurance;
. price competition;
. regulatory changes;
. ratings assigned by A.M. Best;
. the availability of bank financing and reinsurance;
. NCRIC, A Mutual Holding Company's structure; and
. uncertainties associated with NCRIC Group's acquisition strategy.
Other factors not currently anticipated by management may also materially and
adversely affect NCRIC Group's results of operations.
22
<PAGE>
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1*......................... Articles of incorporation of NCRIC Group
3.2*......................... Bylaws of NCRIC Group
10.1*........................ Lease
10.2*........................ Amendment to Lease
10.3*........................ Stock Option Plan
10.4*........................ Employee Stock Ownership Plan
10.5*........................ Stock Award Plan
10.6*........................ Employment Agreement between National Capital
Underwriters, Inc. and R. Ray Pate, Jr.
10.7*........................ Amendment to Employment Agreement between
NCRIC, Inc. and R. Ray Pate, Jr.
10.8*........................ Employment Agreement between National Capital
Underwriters, Inc. and Stephen S. Fargis
10.9*........................ Employment Agreement between NCRIC, Inc.
and Rebecca B. Crunk
10.10*....................... Employment Agreement between NCRIC MSO, Inc.
and L.E. Shepherd, Jr.
10.11*....................... Employment Agreement between NCRIC MSO, Inc.
and William A. Hunter, Jr.
10.12*....................... Employment Agreement between NCRIC MSO, Inc.
and Barry S. Pillow
10.13*....................... Administrative Services Agreement
10.14*....................... Tax Sharing Agreement
10.15*....................... Operating Agreement among NCRIC Group, NCRIC
MSO, Inc., HealthCare Consulting, HCI
Ventures, L.E. Shepherd, Jr., William A.
Hunter and Barry S. Pillow
27........................... Financial Data Schedule
_____________
* Incorporated by reference to the NCRIC Group, Inc. Registration Statement
on Form SB-2, File No. 333-69537
(b) Reports on Form 8-K
NCRIC Group, Inc. did not file any reports on Form 8-K during the quarter
ended June 30, 1999.
23
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NCRIC Group, Inc.
August 12 , 1999 /s/ R. Ray Pate, Jr
---------------- -------------------
R. Ray Pate, Jr., President & CEO
August 12 , 1999 /s/ Rebecca B. Crunk
---------------- --------------------
Rebecca B. Crunk, Sr. Vice President & CFO
24
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<DEBT-HELD-FOR-SALE> 98,097
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 98,115
<CASH> 3,287
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 145,224
<POLICY-LOSSES> 89,116
<UNEARNED-PREMIUMS> 9,930
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 2,200
0
0
<COMMON> 0
<OTHER-SE> 28,877
<TOTAL-LIABILITY-AND-EQUITY> 145,224
6,575
<INVESTMENT-INCOME> 2,914
<INVESTMENT-GAINS> (147)
<OTHER-INCOME> 171
<BENEFITS> 6,089
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 1,581
<INCOME-PRETAX> 1,120
<INCOME-TAX> 240
<INCOME-CONTINUING> 880
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 880
<EPS-BASIC> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
