<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 0-8738
- -------------------------------------- ---------------------------------
December 31, 1999 Commission File Number
BANCINSURANCE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0790882
- --------------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
20 East Broad Street, Columbus, Ohio 43215
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (614) 228-2800
------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
NONE NONE
- ----------------------------------- ------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
COMMON SHARES, WITHOUT PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
On February 10, 2000, the aggregate fair value of the voting stock held by those
other than executive officers and directors of the registrant was $11,050,045.
As of February 10, 2000, the Registrant had 6,026,789 Common Shares, without par
value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1999 are incorporated by reference in Part II.
Portions of the registrant's Proxy Statement for the 2000 Annual Meeting of
Shareholders are incorporated by reference in Part III.
<PAGE> 2
BANCINSURANCE CORPORATION AND SUBSIDIARIES
1999 FORM 10-K
TABLE OF CONTENTS
<TABLE>
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Page
PART I
<S> <C>
Item 1. Business........................................................... 3
Item 2. Properties......................................................... 7
Item 3. Legal Proceedings.................................................. 7
Item 4. Submission of Matters to a Vote of Security Holders................ 7
PART II
Item 5. Market for the Company's Common Stock and Related
Security Holder Matters........................................ 8
Item 6. Selected Consolidated Financial Data............................... 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 8
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk........................................................... 8
Item 8. Consolidated Financial Statements and Supplementary Data........... 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............................ 8
PART III
Item 10. Directors and Executive Officers of the Company.................... 8
Item 11. Executive Compensation............................................. 9
Item 12. Security Ownership of Certain Beneficial Owners and
Management..................................................... 9
Item 13. Certain Relationships and Related Transactions..................... 9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K....................................................... 9
</TABLE>
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PART I
Item 1. BUSINESS
GENERAL
The Company is an Ohio insurance holding company engaged primarily in the
underwriting of specialized and niche insurance products and related services
through its wholly-owned insurance subsidiary, Ohio Indemnity Company ("Ohio
Indemnity"). Ohio Indemnity is licensed to transact business in 47 states and
the District of Columbia and on a surplus lines basis in Texas. Paul Boardway
and Associates, Inc. ("Paul Boardway"), a New York corporation acquired in
August 1999, is a property/casualty insurance agency serving lending
institutions. BCIS Services, Inc. ("BCIS Services"), an Ohio corporation and a
wholly-owned subsidiary of the Company is a non-risk bearing provider of claims
management and loss control services to employers who retain and transfer their
workers' compensation risk. Custom Title Services, Inc. (formerly known as Title
Research Corporation) ("Custom Title"), an Ohio corporation and a wholly-owned
subsidiary of the Company specializes in title, appraisal and related services
which support documentation needs for first and second mortgage lending
requirements. On January 24, 2000 the Company sold 85.4 of the Company's 100
shares of Custom Title for $350,000 in the form of a promissory note. The
Company contributed the remaining 14.6 shares of Custom Title in consideration
of a 10% capital investment in the acquiring company.
On July 19, 1999, the Company entered into an Agreement and Plan of Merger with
Westford Group, Inc. ("Westford"), an affiliate of the Company through a common
officer and principal shareholder, whereby Westford will be merged with and into
a wholly-owned subsidiary of the Company. On February 29, 2000, the stockholders
of Westford approved the merger. Westford is a holding company currently
involved in the preparation of codes and the publishing of municipal ordinances.
The reference to the "Company" in the following discussion relates to the
Company and its subsidiaries.
PRODUCTS
Most of the Company's net premiums written and premiums earned are derived from
two distinct lines of specialized and niche insurance products and related
services:
Ultimate Loss Insurance. Ultimate Loss Insurance, a form of physical damage
blanket single interest collateral protection insurance, is sold to lending
institutions, such as banks, savings and loan associations, credit unions,
automobile dealers and finance companies. Ultimate Loss Insurance insures such
institutions against damage to pledged collateral in cases where the collateral
is not otherwise insured. The standard policy covers physical damage to the
collateral, not to exceed the lesser of the collateral's fair market value or
the outstanding loan balance. This blanket single interest collateral protection
policy is generally written to cover the lending institution's complete
portfolio of collateralized personal property loans, which consist primarily of
automobile loans. The Company offers supplemental coverages, at additional
premium cost, for losses due to unintentional errors in lien filings and
conversion, confiscation and skip risks. Conversion risk coverage protects the
lender from unauthorized and wrongful taking of the lender's collateral. Skip
risk coverage protects the lender when a delinquent debtor disappears with the
loan collateral.
Since its inception in 1956, the Company has gradually expanded coverage of the
program to include lenders such as banks, savings and loans, credit unions and
finance companies. During 1999, the Company provided Ultimate Loss Insurance
coverage to approximately 308 lending institutions.
The premiums charged for Ultimate Loss Insurance reflect claims experience, loan
volumes and general market conditions.
In addition, the Company markets creditor-placed collateral and mortgage
protection policies in two states, Tennessee and Arkansas. Collateral and
mortgage protection insurance covers primarily automobile and residential
mortgages pledged as security for loans for which the borrower has not produced
evidence of coverage as required by the lender.
Bonded Service Program. Unemployment compensation is a federally mandated social
insurance program. Private employers finance the payment of unemployment
benefits to their former employees by paying a tax on covered wages. Certain
not-for-profit and governmental entities can elect not to pay the tax and
reimburse the state for benefits actually paid to their former employees. This
reimbursing method is usually the least costly option but poses the risk of
having to pay unexpected, unbudgeted benefit costs. The Bonded Service program
alleviates that risk of unexpected loss. The Company has participated
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since 1989 by bonding specific unemployment compensation servicing commitments
of a cost containment service firm including that firm's reimbursement of
unemployment benefits. In 1992, the Company agreed to write a similar type bond
covering groups of smaller not-for-profit entities which could realize the cost
benefits of being a reimburser, but could not do so on a stand-alone basis.
The cost containment service firm's charge to the participating employer is
based primarily upon historical claims experience, general economic conditions
and other factors specific to the employer. Subscribers to the Bonded Service
program enroll for a term ranging from one to two years and the Company's surety
bond extends for the duration of the term. The Bonded Service program fees
applicable to any renewal term are adjusted based upon the subscriber's
historical claims experience, the subscriber's announced business plans with
respect to significant planned changes in employment, stability of the
subscriber's source of funding and general economic conditions. Since 1989,
annual renewals have averaged 95%, however, there can be no assurance that such
trend will continue.
Some states require that reimbursing employers post a bond as security for the
performance of their reimbursing obligations. The Company provides this mandated
bond on behalf of employers enrolled in the Bonded Service program. The
Company's obligations under such bonds may not, in every case, cease upon
termination of an employer's participation in the program. The financial
statements include reserves for losses on such programs for benefits paid. Such
reserves were $405,100 and $396,000 at December 31, 1999 and 1998, respectively.
BCIS Services, Inc. BCIS Services is a third party administrator ("TPA")
specializing in managing workers' compensation obligations assumed by employers
who self-insure this coverage. BCIS enters into contracts with its clients that
define the specific servicing responsibilities BCIS will perform for which the
client pays agreed upon fees during the duration of such contract which normally
covers one to three years. BCIS Services was formed in February 1993 and began
marketing its programs in July 1993. Since the commencement of its business,
BCIS Services has operated only in California. BCIS Services does not engage in
the business of underwriting or insuring risks of loss.
BCIS Services assists the client in controlling factors that impact containment
of workplace disability costs. BCIS Services is postured to provide independent
claims administration involving other casualty insurance exposures on a
multi-state basis. Independent resources are engaged to provide specialized
control functions as circumstances dictate. BCIS Services provided claims
management and loss control services to four self-insured risks and three
casualty insurance companies in California during 1999 and five self-insured
risks during 1998 which generated revenues of $591,654 and $570,302 during 1999
and 1998, respectively.
Paul Boardway and Associates, Inc. On August 25, 1999, the Company acquired the
stock of Paul Boardway. Paul Boardway is a property/casualty insurance agency
serving lending institutions throughout the northeast United States. From August
25, 1999, Paul Boardway generated commission fees of $478,444, which included
intersegment commissions of $375,014.
Custom Title Services, Inc. Custom Title assists the consumer mortgage lending
industry with various services including title, lien search, property appraisal,
closings, placement of title insurance and related services which support
documentation needs for first and second mortgage lending requirements. During
1999 and 1998, the Company generated title and appraisal fees of $2,387,351 and
$1,959,384, respectively. Custom Title operated primarily in Ohio during 1999
and 1998. On January 24, 2000, the Company entered into an agreement for the
sale and contribution of all the outstanding shares of Custom Title.
COMPETITION
The insurance business is highly competitive. There are approximately 3,200
property and casualty insurance companies in the United States, although most of
them are not significant competitors for the specialty lines which the Company
underwrites. Some competing companies offer more diversified insurance coverage
and have greater financial resources than the Company. Competition may include
lower premiums, specialized products, more complete and complex product lines,
greater pricing flexibility, superior service, different marketing techniques,
or better agent compensation. Management believes that one of its competitive
advantages is specializing in limited insurance lines. This specialization
allows the Company to refine its underwriting and claims techniques, which in
turn, provide agents and insureds with superior service.
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Competition for the Bonded Service program is provided indirectly by insurers
who have designed coverages for reimbursing employers with loss limitation
features similar in concept to the Bonded Service program. The Company believes
that the Bonded Service program has cost savings and other features which enable
the program to compete effectively against providers of loss limitation
coverages. The cost containment service firm, on whom the Company relies for
growth in bond fees, competes with other cost containment service firms for
service contracts with not-for-profit organizations, some of which may require
loss limitation coverages.
BCIS Services' competition includes any brokers, agents, insurance companies or
consultants which provide administrative services to their clients. The major
competitors are TPA's, most of which operate on a regional basis. There are
approximately 51 TPA's in California that specialize in serving employers who
retain and transfer their workers' compensation risk.
Custom Title's competition includes title companies, brokers, agents, insurance
companies or contractors who provide mortgage services to their clients. The
major competitors are title lien search companies, most of which operate on a
regional basis. There are approximately 1,100 title lien search companies in
Ohio that specialize in first and second mortgage lending requirements. The
title lien industry is highly competitive. Key elements which affect competition
are: price, expertise, service, financial strength and size of the company.
There can be no assurance that the Company will not face additional competition
in its markets from new or existing competitors.
REINSURANCE
The Company maintains a quota share reinsurance agreement, by which Ohio
Indemnity cedes a portion of its mortgage protection insurance to a reinsurer.
This arrangement limits the net claim liability potential arising from specific
policies. This reinsurance agreement does not relieve the Company from its
obligations to policyholders. Consequently, failure of the reinsurer to honor
its obligations could result in losses to the Company. The Company currently
recovers 75% of the paid losses and loss adjustment expense applicable to
Mortgage Protection insurance policies, respectively.
As of December 31, ceded reinsurance decreased commission expense incurred by
$73,420 and $38,925 in 1999 and 1998, respectively.
REGULATION
Insurance Company Regulation
Ohio Indemnity, as an Ohio property/casualty insurance company, is subject to
the primary regulatory supervision of the Ohio Department of Insurance. In
addition, Ohio Indemnity is subject to regulation in each jurisdiction in which
it is licensed to write insurance. In general, such regulation is designed to
protect the interests of insurance policyholders rather than the Company or the
Company's shareholders.
Such regulation relates to, among other matters: licensing of insurers and their
agents; authorized lines of business; capital and surplus requirements and
general standards of solvency; financial reports; reserve requirements;
underwriting limitations; investment criteria; transactions with affiliates;
dividend limitations; changes in control and a variety of other financial and
nonfinancial matters.
The principal source of cash available to the Company is dividends from Ohio
Indemnity. The Company is subject to the Ohio Insurance Holding Company System
Regulatory Act, as amended, which requires that a 10-day notice of the proposed
payment of any dividends or other distributions by Ohio Indemnity be given to
the Ohio Superintendent of Insurance. If such dividends or distributions,
together with any other dividends or distributions made within the preceding
twelve months, exceed the greater of: (i) 10% of Ohio Indemnity's statutory
surplus as of the immediately preceding December 31st, or (ii) the net income of
Ohio Indemnity for the immediately preceding calendar year, a 30-day notice of
such proposed dividend or distribution is required to
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be given to the Superintendent and the Superintendent may disapprove such
dividend or distribution within the 10-day period following receipt of such
notice.
Most states have insurance laws requiring that rate schedules and other
information be filed with the state's regulatory authority, either directly or
through a rating organization with which the insurer is affiliated. The
regulatory authority may disapprove a rate filing if it finds that the rates are
inadequate, excessive or unfairly discriminatory. Rates vary by class of
business, hazard assumed and size of risk, and are not necessarily uniform for
all insurers. Many states have recently adopted laws which limit the ability of
insurance companies to increase rates. To date, such limitations have had a
limited impact on the Company, and the Company has no knowledge of any such
limitations that may affect its future results of operations, although there can
be no assurance that such limitations will not adversely affect the Company's
results of operations in the future.
All insurance companies must file annual statements in states where they are
authorized to do business and are subject to regular and special examinations by
the regulatory agencies of those states. On June 20, 1997, the Ohio Department
of Insurance issued its triennial examination report on Ohio Indemnity for the
three-year period ended December 31, 1996. The examiners reported that the
financial statements set forth in the report reflected the financial condition
of Ohio Indemnity. Management is not aware of any recommendations by regulatory
authorities which, if implemented, would have, or are reasonably likely to have,
a material effect on the Company's liquidity, capital resources or results of
operations. The next triennial review of the Company will be conducted by the
Ohio Superintendent of Insurance in 2000 for the three-year period ending
December 31, 1999.
Numerous states routinely require deposits of assets by insurance companies to
protect policyholders. As of December 31, 1999, securities with a fair value of
approximately $4,139,161 have been deposited by the Company with eleven state
insurance departments. Such deposits must consist of securities which comply
with standards established by the particular state's insurance department. The
deposits, typically required by a state's insurance department on admission to
do insurance business in such state, may be increased periodically as mandated
by applicable statutory or regulatory requirements.
Insurance Holding Company System Regulation
Bancinsurance Corporation is subject to certain provisions of the Ohio Insurance
Holding Company System Regulatory Act, as amended, which governs any direct or
indirect change in control of it and certain affiliated-party transactions
involving it or its assets. No person may acquire, directly or indirectly, 10%
or more of the outstanding voting securities of Ohio Indemnity, unless the Ohio
Superintendent of Insurance has approved such acquisition. The determination of
whether to approve any such acquisition is based on a variety of factors,
including an evaluation of the acquirer's financial condition, the competence of
its management and whether competition in Ohio would be reduced. In addition,
certain material transactions involving Bancinsurance Corporation and Ohio
Indemnity must be disclosed to the Ohio Superintendent of Insurance not less
than 30 days prior to the effective date of the transaction. Such transaction
can be disapproved by the Superintendent within such 30-day period if it does
not meet certain standards. Transactions requiring such approval include, but
are not limited to: sales, purchases or exchanges of assets; loans and
extensions of credit; and investments not in compliance with statutory
guidelines. Ohio Indemnity is also required to file periodic and updated
statements reflecting the current status of its holding company system, the
existence of any related-party transactions and certain financial information
relating to any person who directly or indirectly controls (presumed to exist
with 10% voting control) Ohio Indemnity. Bancinsurance Corporation believes that
it is in compliance with the Ohio Insurance Holding Company System Regulatory
Act and the regulations promulgated thereunder.
The National Association of Insurance Commissioners ("NAIC")
All states have adopted the financial reporting form of NAIC, which is typically
referred to as the NAIC "annual statement," and most states, including Ohio,
generally defer to NAIC with respect to statutory accounting practices and
procedures. In this regard, NAIC has a substantial degree of practical influence
and is able to accomplish certain quasi-legislative initiatives through
amendments to the NAIC annual statement and applicable statutory accounting
practices and procedures.
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The NAIC adopted a Risk Based Capital ("RBC") test applicable to property and
casualty insurers. The RBC calculation serves as a benchmark of insurance
enterprises' solvency by state insurance regulators by establishing statutory
surplus targets which will require certain Company level or regulatory level
actions. Based on the Company's analysis, it appears that the Company's total
adjusted capital is in excess of all required action levels and that no
corrective action will be necessary. These RBC provisions have been enacted into
the Ohio Revised Code.
PENDING LEGISLATION
The insurance industry is under continuous review by both state and federal
legislatures. From time to time various regulatory and legislative changes have
been proposed in the insurance industry which could have an effect on insurers
and reinsurers. Among the proposals that have in the past been, or are at
present being, considered are the possible introduction of federal regulation in
addition to, or in lieu of, the current system of state regulation of insurers,
and other possible restrictions on insurance transactions with unlicensed
insurers. The Company is unable to predict whether any of these proposals will
be adopted, the form in which any such proposals would be adopted or the impact,
if any, such adoption would have on the Company.
EMPLOYEES
As of February 10, 2000, the Company employed 26 full-time employees and 2
part-time employees. The Company is not a party to any collective bargaining
agreement and is not aware of any efforts to unionize its employees.
SERVICE MARKS
The Company has developed common law rights in its service mark, ULTIMATE LOSS
INSURANCE, which is registered in the State of Ohio. The Company has developed
common law rights for, "BI BANCINSURANCE CORPORATION" (stylized letters) in each
state in which it has been operating.
Item 2. PROPERTIES
The Company leases office space, which as of February 10, 2000, totaled
approximately 14,719 square feet. The home office in Columbus, Ohio aggregates
approximately 7,000 square feet. The lease provides for a monthly gross rental
of $7,817. The leased space is shared with Westford Group, Inc., an affiliate of
the Company through a common officer and principal shareholder. Rental expense
is allocated in accordance with space utilization. BCIS Services' office in Los
Angeles, California occupies approximately 1,400 square feet. The lease provides
for a monthly gross rental of $2,150. Custom Title leases office space at a
property located in Gahanna, Ohio which serves as its corporate headquarters.
The office occupies approximately 3,390 square feet. Custom Title's branches
lease office space in Cleveland, Cincinnati and Marion, Ohio occupying
approximately 2,929 square feet. These four leases provide for a monthly gross
rental of $7,468. Paul Boardway and Associates owns both real and personal
property consisting of an office facility with 1,232 square feet on
approximately one acre of land in Mayfield, New York.
Item 3. LEGAL PROCEEDINGS
The Company is routinely a party to litigation incidental to its business, as
well as to other nonmaterial litigation. Management believes that no individual
item of litigation , or group of similar items of litigation, is likely to
result in judgements that will have a material adverse effect on the financial
condition or results of operations of the Company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1999.
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PART II
Item 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDERS
MATTERS
The information required by this item is included under the caption "Market
Information", "Holders", "Dividends", and "Market Makers" in the Company's 1999
Annual Report (the "Annual Report") and is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
The information required by this item is included under the caption "Selected
Financial Data" in the Company's Annual Report and is incorporated herein by
reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report and is incorporated herein by
reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report and is incorporated herein by
reference.
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated balance sheets as of December 31, 1999 and 1998, and
the consolidated statements of income, shareholders' equity and cash flows for
each of the three years ended December 31, 1999, 1998 and 1997 and the notes to
the financial statements, together with the independent auditors' report thereon
appear in the Company's Annual Report and are incorporated herein by reference.
The Company's Financial Statement Schedules and Independent Auditors' Report on
Financial Statement Schedules are included in response to Item 14 hereof.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The information required by this item is included under the captions "Election
of Directors," "Executive Officers of the Corporation" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement (the
"Proxy Statement") relating to the Company's 2000 Annual Meeting of Stockholders
to be held on May 30, 2000, and is incorporated herein by reference.
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Item 11. EXECUTIVE COMPENSATION
The information required by this item is included under the captions
"Compensation of Directors" and "Executive Compensation" in the Proxy Statement
and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is included under the caption "Ownership
of Voting Stock" in the Proxy Statement and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is included under the caption "Certain
Relationships and Related Transactions" in the Proxy Statement and is
incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
(1) The following financial statements appearing in the Company's
Annual Report are incorporated herein by reference:
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Statements of Income for the three years ended
December 31, 1999.
Consolidated Statement of Comprehensive Income for the three
years ended December 31, 1999.
Consolidated Statements of Shareholders' Equity for the three
years ended December 31, 1999.
Consolidated Statements of Cash Flows for the three years ended
December 31, 1999.
Notes to the Consolidated Financial Statements.
Report of Independent Accountants.
(2) FINANCIAL STATEMENT SCHEDULES
Included in Part IV of this Report:
Schedule I -- Summary of investments - other than
investments in related parties
Schedule II -- Condensed financial information of
Bancinsurance Corporation (Parent Company Only)
Report of Independent Accountants on Financial Statement
Schedules
Other schedules are omitted because of the absence of conditions
under which they are required or because the required information
is given in the consolidated financial statements or notes
thereto.
(3) EXHIBITS
3(a) Amended Articles of Incorporation (reference is
made to Exhibit 3(a) of Form 10-K for the fiscal year ended
December 31, 1984 (file number 0-8738), which is incorporated
herein by reference).
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3(b) Amended Code of Regulations (reference is made to
Exhibit 3(b) of Form 10-K for the fiscal year ended
December 31, 1984 (file number 0-8738), which is
incorporated herein by reference).
10(a) Amended Tax Allocation Agreement (reference is made to
Exhibit 10(d) of Form 10-K for the fiscal year ended
December 31, 1983 (file number 0-8738), which is
incorporated herein by reference).
10(b) Private Passenger Automobile Physical Damage Quota
Share Reinsurance Agreement between Ohio Indemnity
Company and North American Reinsurance Corporation
(reference is made to Exhibit 10(d) of Form 10-K/A for
the fiscal year ended December 31, 1992 (file number
0-8738), which is incorporated herein by reference).
10(c) Amended and Restated Unemployment Compensation
Administration Agreement Between Ohio Indemnity Company
and The Gibbens Co., Inc. (The Company has requested
that portions of this Exhibit be given confidential
treatment.) (reference is made to Exhibit 10(e) of Form
10-K/A for the fiscal year ended December 31, 1992
(file number 0-8738), which is incorporated herein by
reference).
The following are management contracts and compensatory plans
and arrangements in which directors or executive officers
participate:
10(d) Employee Profit Sharing Plan (reference is made to
Exhibit 10(a) of Form 10-K for the fiscal year ended
December 31, 1986 (file number 0-8738), which is
incorporated herein by reference).
10(e) 1984 Stock Option Plan (reference is made to Exhibit
10(d) of Form 10-K for the fiscal year ended December
31, 1984 (file number 0-8738), which is incorporated
herein by reference).
10(f) 1994 Stock Option Plan (reference is made to Exhibit
10(f) of Form 10-Q for the fiscal quarter ended June
30, 1994 (file number 0-8738), which is incorporated
herein by reference).
13(a)* Annual Report to Shareholders for the year ended
December 31, 1999.
21* Subsidiaries of the Company as of December 31, 1999.
23* Consents of independent accountants.
27* Financial Data Schedule.
- -------------------
* Filed with this Report.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended December 31, 1999.
(c) EXHIBITS
The exhibits to this report begin immediately following the
signature page.
(d) FINANCIAL STATEMENT SCHEDULES
The financial statement schedules and the Report of Independent
Accountants thereon are included on the following pages.
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Report of Independent Accountants
on Financial Statement Schedules
To the Board of Directors and Shareholders
of Bancinsurance Corporation:
Our audits of the consolidated financial statements referred to in our
report dated March 13, 2000 appearing on page 22 of the 1999 Annual Report to
Shareholders of Bancinsurance Corporation (which report and consolidated
financials statements are incorporated by reference in this Annual Report on
form 10-K) also included an audit of the financial statement schedules listed in
Item 14(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
/s/PricewaterhouseCoopers LLP
Columbus, Ohio
March 13, 2000
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<TABLE>
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BANCINSURANCE CORPORATION AND SUBSIDIARY
Schedule I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENT IN RELATED PARTIES
DECEMBER 31, 1999
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COLUMN A COLUMN B COLUMN C COLUMN D
-------- -------- -------- --------
Type of Investment Cost (1) Fair Amount at which
Value shown in the
balance sheet
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Held to maturity:
Fixed maturities:
Governments $ 1,954,615 $ 1,949,050 $ 1,954,615
States, territories and
possessions 1,445,699 1,440,803 1,445,699
Special revenue 1,102,714 1,108,575 1,102,714
Redeemable preferred stocks:
Public utilities 399,000 399,000 399,000
------------ ------------ ------------
Total held to maturity 4,902,028 4,897,428 4,902,028
------------ ------------ ------------
Available for sale:
Fixed maturities:
Governments 400,000 400,000 400,000
States, territories and
possessions 8,346,722 8,159,783 8,159,783
Special revenue 7,336,422 7,081,585 7,081,585
Industrial and miscellaneous 8,250 8,250 8,250
Equity securities:
Nonredeemable preferred stocks:
Public utilities 100,000 91,125 91,125
Banks, trust and insurance
companies 967,312 1,002,596 1,002,596
Industrial and miscellaneous 189,669 158,190 158,190
Common stocks:
Banks, trust and insurance
companies 656,540 755,504 755,504
Industrial and miscellaneous 2,496,099 3,052,224 3,052,224
------------ ------------ ------------
Total available for sale 20,501,014 20,709,257 20,709,257
------------ ------------ ------------
Short-term investments 4,254,006 4,254,006 4,254,006
Securities purchased under agreements
to resell 2,393,198 2,393,198 2,393,198
------------ ------------ ------------
Total investments $ 32,050,246 $ 32,253,889 $ 32,258,489
============ ============ ============
</TABLE>
(1) Original cost of equity securities, adjusted for any permanent write
downs, and, as to fixed maturities, original cost reduced by repayments,
write downs and adjusted for amortization of premiums or accrual of
discounts.
12
<PAGE> 13
BANCINSURANCE CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
------ ------------ ------------
<S> <C> <C>
Cash $ 56,158 $ 306,039
Investment in subsidiaries 28,496,726 24,754,298
Other 2,540,110 1,902,351
------------ ------------
$ 31,092,994 $ 26,962,688
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Note payable to bank $ 5,145,000 $ 4,250,000
Other 754,705 208,205
Shareholders' equity 25,193,289 22,504,483
------------ ------------
$ 31,092,994 $ 26,962,688
============ ============
</TABLE>
13
<PAGE> 14
BANCINSURANCE CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Dividends from subsidiaries $2,000,000 $ 1,750,000 $ 1,375,000
Other income 40,044 37,332 36,477
General and administrative expenses (470,821) (708,536) (503,534)
---------- ----------- -----------
Net income before tax benefit
and equity in earnings of
subsidiaries 1,569,223 1,078,796 907,943
Income tax benefit 169,007 282,093 181,297
---------- ----------- -----------
Net income before equity in
earnings of subsidiaries 1,738,230 1,360,889 1,089,240
Equity in undistributed earnings of
subsidiaries 2,150,965 2,033,531 1,612,054
---------- ----------- -----------
Net income $3,889,195 $ 3,394,420 $ 2,701,294
========== =========== ===========
</TABLE>
14
<PAGE> 15
BANCINSURANCE CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 3,889,195 $ 3,394,420 $ 2,701,294
Adjustments to reconcile net income to net cash provided
by operating activities:
Equity in undistributed net earnings of subsidiaries (4,284,603) (2,083,531) (1,679,976)
Deferred federal income tax benefit (26,673) - -
(Increase) decrease in notes receivable 20,951 160,749 (167,500)
Increase in loans to affiliates (71,719) (71,719) (71,719)
Increase in accounts receivable from subsidiaries (537,746) (418,809) (148,455)
Decrease in prepaid federal income taxes - - 29,633
Increase in other assets (802) (8,127) (63,337)
Increase (decrease) in accounts payable to
subsidiaries - (106,892) 25,616
Increase in acquisition liabilities 619,114 - -
Increase (decrease) in other liabilities (72,614) 179,275 (27,123)
----------- ----------- -----------
Net cash provided by (used in) in operating
activities (464,897) 1,045,366 598,433
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from notes payable to bank 7,345,000 7,200,000 7,525,000
Repayments of notes payable to bank (6,450,000) (7,950,000) (8,125,000)
Proceeds from stock options exercised 9,063 - 3,123
Acquisition of treasury stock (688,583) - -
Dividends paid (464) - -
----------- ----------- -----------
Net cash provided by (used in) financing
activities 215,016 (750,000) (596,877)
----------- ----------- -----------
Net increase (decrease) in cash (249,881) 295,366 1,556
----------- ----------- -----------
Cash at beginning of year 306,039 10,673 9,117
----------- ----------- -----------
Cash at end of year $ 56,158 $ 306,039 $ 10,673
=========== =========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 233,958 $ 277,732 $ 389,632
=========== =========== ===========
Income taxes $ 1,865,000 $ 1,530,000 $ 935,000
=========== =========== ===========
</TABLE>
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bancinsurance Corporation
(Company)
3/15/00 By Si Sokol
------- ----------------------------
DATE Si Sokol
Chairman of Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, which include the Chief
Executive Officer, the Chief Financial Officer and a majority of the Board of
Directors, on behalf of the Registrant and in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
3/15/00 Si Sokol 3/15/00 John Sokol
- ------- --------------------------- ------- --------------------
DATE Si Sokol DATE John Sokol
Chairman of Board of Directors President and Director
(Principal Executive Officer)
3/15/00 Daniel D. Harkins 3/15/00 Milton O. Lustnauer
- ------- --------------------------- ------- ------------------------
DATE Daniel D. Harkins DATE Milton O. Lustnauer
Director Director
3/15/00 Saul Sokol 3/15/00 James R. Davis
- ------- --------------------------- ------- ---------------------
DATE Saul Sokol DATE James R. Davis
Director Director
3/15/00 Sally Cress
------- -------------------
DATE Sally Cress
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
</TABLE>
16
<PAGE> 17
INDEX OF EXHIBITS
Exhibit No. Description
- ---------- -----------
3(a) Amended Articles of Incorporation (reference is
made to Exhibit 3(a) of Form 10-K for the fiscal
year ended December 31, 1984 (file number
0-8738), which is incorporated herein by
reference).
3(b) Amended Code of Regulations (reference is made to
Exhibit 3(b) of Form 10-K for the fiscal year
ended December 31, 1984 (file number 0-8738),
which is incorporated herein by reference).
10(a) Amended Tax Allocation Agreement (reference is
made to Exhibit 10(d) of Form 10-K for the
fiscal year ended December 31, 1983 (file number
0-8738), which is incorporated herein by
reference).
10(b) Private Passenger Automobile Physical Damage
Quota Share Reinsurance Agreement between Ohio
Indemnity Company and North American Reinsurance
Corporation (reference is made to Exhibit 10(d)
of Form 10-K/A for the fiscal year ended December
31, 1992 (file number 0-8738), which is
incorporated herein by reference).
10(c) Amended and Restated Unemployment Compensation
Administration Agreement between Ohio Indemnity
Company and The Gibbens Co., Inc. (The Company
has requested that portions of this Exhibit be
given confidential treatment.) (references is
made to Exhibit 10(e) of Form 10-K/A for the
fiscal year ended December 31, 1992 (file number
0-8738), which is incorporated herein by
reference).
The following are management contracts and
compensatory plans and arrangements in which
directors or executive officers participate:
10(d) Employee Profit Sharing Plan (reference is made
to Exhibit 10(a) of Form 10-K for the fiscal
year ended December 31, 1986 (file number
0-8738), which is incorporated herein by
reference).
10(e) 1984 Stock Option Plan (reference is made to
exhibit 10(d) of From 10-K for the fiscal year
ended December 31, 1984 (file number 0-8738),
which is incorporated herein by reference).
10(f) 1994 Stock Option Plan (reference is made to
Exhibit 10(f) of Form 10-Q for the fiscal
quarter ended June 30, 1994 (file number
0-8738), which is incorporated herein by
reference).
13(a)* Annual Report to Shareholders for the year ended
December 31, 1999.
21* Subsidiaries of the Company as of December 31,
1999.
23* Consent of independent accountants.
27* Financial Data Schedule.
- ----------------
* Filed with this Report.
17
<PAGE> 1
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
BANCINSURANCE CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments:
Held to maturity:
Fixed maturities, at amortized cost (fair value $4,897,428 and $4,841,414, respectively)............ $ 4,902,028 $ 4,702,163
Available for sale:
Fixed maturities, at fair value (amortized cost $16,091,394 and $10,763,962, respectively).......... 15,649,618 11,170,469
Equity securities, at fair value (cost $4,409,620 and $3,434,573, respectively)..................... 5,059,639 4,024,800
Short-term investments, at cost which approximates fair value........................................ 4,254,006 5,824,464
Securities purchased under agreements to resell...................................................... 2,393,198 1,260,857
----------- ----------
TOTAL INVESTMENTS................................................................................ 32,258,489 26,982,753
----------- ----------
Cash ................................................................................................. 2,401,312 4,582,168
Premiums receivable................................................................................... 2,213,278 1,783,719
Accounts receivable, net of allowance for doubtful accounts........................................... 459,684 286,242
Reinsurance receivable................................................................................ 2,250 2,750
Prepaid reinsurance premiums.......................................................................... 80,420 28,400
Deferred policy acquisition costs..................................................................... 219,193 152,678
Loans to affiliates................................................................................... 635,420 578,621
Land and building, net................................................................................ 38,288 -
Furniture, fixtures and leasehold improvements, net................................................... 255,369 171,764
Excess of investment over net assets of subsidiaries, net............................................. 2,932,701 964,453
Accrued investment income............................................................................. 338,117 269,690
Deferred federal income taxes......................................................................... 324,114 -
Other assets ......................................................................................... 289,478 145,429
----------- ----------
TOTAL ASSETS..................................................................................... $42,448,113 $ 35,948,667
=========== ============
- -----------------------------------------------------------------------------------------------------------------------------------
4
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
BANCINSURANCE CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserve for unpaid losses and loss adjustment expenses................................................ $ 5,272,601 $ 3,177,845
Unearned premiums..................................................................................... 2,430,776 718,795
Contract funds on deposit............................................................................. 2,272,177 2,917,868
Reinsurance premiums payable.......................................................................... 12,211 5,430
Note payable to bank.................................................................................. 5,145,000 4,250,000
Notes payable......................................................................................... 49,954 28,076
Acquisition liability................................................................................. 619,114 -
Taxes, licenses, and fees payable..................................................................... 177,357 373,679
Deferred federal income taxes......................................................................... - 290,846
Federal income taxes payable.......................................................................... 90,068 44,191
Commissions payable................................................................................... 681,732 438,175
Other................................................................................................. 503,834 1,199,280
----------- ------------
TOTAL LIABILITIES................................................................................ 17,254,824 13,444,185
----------- ------------
Commitments and contingent liabilities
Shareholders' equity:
Non-voting preferred stock:
Class A Serial Preference shares without par value; authorized 100,000 shares;
no shares issued or outstanding................................................................... - -
Class B Serial Preference shares without par value; authorized 98,646 shares; no shares issued
or outstanding ................................................................................... - -
Common stock without par value; authorized 20,000,000 shares; 6,170,341 and 5,878,277
shares, respectively.............................................................................. 1,794,141 315,567
Additional paid-in capital........................................................................... 1,442,773 1,495,387
Accumulated other comprehensive income............................................................... 137,440 657,844
Retained earnings.................................................................................... 22,546,355 20,136,198
----------- ------------
25,920,709 22,604,996
Less: Treasury stock, at cost (147,292 and 35,162 common shares, respectively)...................... (727,420) (100,514)
----------- ------------
TOTAL SHAREHOLDERS' EQUITY....................................................................... 25,193,289 22,504,482
----------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........................................................ $42,448,113 $ 35,948,667
=========== ============
See accompanying notes to consolidated financial statements.
- -----------------------------------------------------------------------------------------------------------------------------------
5
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
BANCINSURANCE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31,
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME:
Premiums written................................................................... $ 27,019,384 $20,971,405 $ 11,179,561
(Increase) decrease in unearned premiums........................................... (1,676,683) (20,031) 47,023
-------------- ------------ ------------
Premiums earned ............................................................... 25,342,701 20,951,374 11,226,584
Premiums ceded..................................................................... (127,070) (82,086) (57,341)
-------------- ------------ ------------
Net premiums earned............................................................ 25,215,631 20,869,288 11,169,243
Investment income (net of expenses of $56,428, $81,379 and $68,621,
respectively)................................................................... 1,495,848 1,339,816 1,344,815
Net realized gain on investments................................................... 226,826 67,274 182,734
Claims administration fees......................................................... 591,654 570,302 658,884
Title and appraisal fees........................................................... 2,387,351 1,959,384 1,593,556
Management fees.................................................................... 1,153,663 1,328,083 809,345
Commission fees.................................................................... 103,430 - -
Other income....................................................................... 87,504 63,566 71,824
-------------- ------------ ------------
TOTAL REVENUE.................................................................. 31,261,907 26,197,713 15,830,401
-------------- ------------ ------------
LOSSES AND OPERATING EXPENSES:
Losses and loss adjustment expenses................................................ 15,765,242 13,340,737 6,070,954
Reinsurance recoveries............................................................. (9,892) - -
Commission expense................................................................. 3,623,761 2,346,798 1,565,826
Other insurance operating expenses................................................. 2,855,542 2,423,997 1,692,041
General and administrative expenses................................................ 3,311,415 3,050,389 2,469,935
Interest expense .................................................................. 262,641 285,030 362,997
------------- ----------- ------------
TOTAL EXPENSES................................................................. 25,808,709 21,446,951 12,161,753
------------- ----------- ------------
INCOME BEFORE FEDERAL INCOME TAXES............................................ 5,453,198 4,750,762 3,668,648
Federal income tax expense......................................................... 1,564,003 1,356,342 967,354
------------- ----------- ------------
NET INCOME.................................................................... $ 3,889,195 $ 3,394,420 $ 2,701,294
============= =========== ============
Net income per common share........................................................ $ .64 $ .55 $ .44
============= =========== ============
Net income per common share, assuming dilution..................................... $ .63 $ .55 $ .44
============= =========== ============
See accompanying notes to consolidated financial statements.
- -----------------------------------------------------------------------------------------------------------------------------------
6
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
BANCINSURANCE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31,
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income.......................................................................... $ 3,889,195 $ 3,394,420 $ 2,701,294
Other comprehensive income:
Unrealized holding gains (loss) on securities arising during period, net of
income tax (benefit) expense of $(268,087), $15,589 and
$99,314, respectively......................................................... (520,404) 30,261 192,786
------------ ------------ -----------
Comprehensive income................................................................ $ 3,368,791 $ 3,424,681 $ 2,894,080
============ ============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
- --------------------------------------------------------------------------------
7
<PAGE> 5
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
BANCINSURANCE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------------------------
ACCUMULATED
PREFERRED STOCK ADDITIONAL OTHER TOTAL
--------------------- COMMON PAID-IN COMPREHENSIVE RETAINED TREASURY SHAREHOLDERS'
CLASS A CLASS B STOCK CAPITAL INCOME EARNINGS STOCK EQUITY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1996........ - - $ 315,567 $1,433,329 $434,797 $14,040,484 $(317,360) $15,906,817
Net income..................... - - - - - 2,701,294 - 2,701,294
Change in unrealized gain
on investments, net of
income taxes of
$99,314....................... - - - - 192,786 - - 192,786
Issue of 62,500 treasury
shares in purchase
acquisition................... - - - 97,120 - - 178,661 275,781
20,000 shares issued in
connection with the
exercise of stock
options....................... - - - (35,062) - - 38,185 3,123
------ ------ ---------- --------- -------- ---------- -------- -----------
Balance December 31, 1997........ - - 315,567 1,495,387 627,583 16,741,778 (100,514) 19,079,801
Net income..................... - - - - - 3,394,420 - 3,394,420
Change in unrealized gain
on investments, net of
income taxes of
$15,589....................... - - - - 30,261 - - 30,261
------ ------ ---------- --------- -------- ---------- -------- -----------
Balance December 31, 1998........ - - 315,567 1,495,387 657,844 20,136,198 (100,514) 22,504,482
NET INCOME....................... - - - - - 3,889,195 - 3,889,195
CHANGE IN UNREALIZED LOSS
ON INVESTMENTS, NET OF
INCOME TAX BENEFIT OF
$268,087...................... - - - - (520,404) - - (520,404)
5% COMMON STOCK DIVIDEND AT
FAIR MARKET VALUE............. - - 1,478,574 - - (1,479,038) - (464)
PURCHASE OF 124,630 TREASURY
SHARES........................ - - - - - - (688,583) (688,583)
12,500 SHARES ISSUED IN
CONNECTION WITH THE
EXERCISE OF STOCK
OPTIONS....................... - - - (52,614) - - 61,677 9,063
------ ------ ---------- --------- -------- ---------- -------- -----------
BALANCE DECEMBER 31, 1999........ - - $ 1,794,141 $1,442,773 $ 137,440 $22,546,355 $(727,420) $25,193,289
====== ====== =========== ========== ========== =========== ========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
- --------------------------------------------------------------------------------
8
<PAGE> 6
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
BANCINSURANCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income ...................................................................... $ 3,889,195 $ 3,394,420 $ 2,701,294
Adjustments to reconcile net income to net cash provided by operating
activities:
Net realized gain on investments .............................................. (226,826) (67,274) (182,734)
Net realized loss on disposal of equipment .................................... 2,599 52,403 -
Depreciation and amortization ................................................. 256,004 192,087 160,732
Deferred federal income tax (benefit) expense ................................. (346,873) (20,792) 1,980
Increase in premiums receivable ............................................... (429,559) (1,028,108) (261,289)
(Increase) decrease in accounts and reinsurance receivable, net ............... (172,942) 12,584 (122,224)
(Increase) decrease in prepaid reinsurance premiums ........................... (52,020) 7,935 (6,702)
Increase in deferred policy acquisition costs ................................. (66,515) (152,678) -
(Increase) decrease in loans to affiliates .................................... (56,799) 27,561 (171,719)
(Increase) decrease in accrued investment income .............................. (68,427) 28,544 10,412
(Increase) decrease in other assets ........................................... (144,049) 82,873 (117,326)
Increase in reserve for unpaid losses and loss adjustment expenses ............ 2,094,756 1,646,131 171,939
Increase (decrease) in unearned premiums ...................................... 1,711,981 20,031 (47,023)
Increase (decrease) in contract funds on deposit .............................. (645,691) (533,503) 501,263
Increase (decrease) in reinsurance premiums payable ........................... 6,781 (22,391) (475,985)
Increase (decrease) in other liabilities ...................................... (594,980) 764,489 128,553
------------ ------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES ................................... 5,156,635 4,404,312 2,291,171
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from held to maturity: fixed maturities due to redemption or maturity . 438,000 360,000 1,259,000
Proceeds from available for sale: fixed maturities sold, redeemed and matured .. 4,998,051 1,971,000 2,515,944
Proceeds from available for sale: equity securities sold ....................... 5,212,493 3,154,418 2,235,078
Cost of investments purchased:
Held to maturity: fixed maturities ............................................ (699,375) (709,015) (1,500,543)
Available for sale: fixed maturities .......................................... (10,358,534) (207,946) (3,908,653)
Equity securities ............................................................. (5,864,798) (4,314,759) (1,763,653)
Net (increase) decrease in short-term investments and securities purchased under
agreements to resell .......................................................... 438,126 (283,577) 20,809
Purchase of furniture, automobiles and leasehold improvements .................. (225,070) (189,107) (115,163)
Cash used in purchase of subsidiary ............................................ (1,500,000) - -
Other .......................................................................... 8,600 525 27,918
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES ...................................... (7,552,507) (218,461) (1,229,263)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from note payable to bank ............................................. 7,345,000 7,200,000 7,525,000
Repayments of note payable to bank ............................................. (6,450,000) (7,950,000) (8,125,000)
Proceeds from stock options exercised .......................................... 9,063 - 3,123
Acquisition of treasury stock .................................................. (688,583) - -
Dividends paid ................................................................. (464) - -
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ........................ 215,016 (750,000) (596,877)
------------ ------------ ------------
Net increase (decrease) in cash ................................................. (2,180,856) 3,435,851 465,031
Cash at beginning of year ....................................................... 4,582,168 1,146,317 681,286
------------ ------------ ------------
CASH AT END OF YEAR ............................................................. $ 2,401,312 $ 4,582,168 $ 1,146,317
============ ============ ============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest ....................................................................... $ 233,958 $ 282,727 $ 389,632
============ ============ ============
Income taxes ................................................................... $ 1,865,000 $ 1,530,000 $ 935,000
============ ============ ============
Supplemental schedule of noncash investing activities:
Common stock received in debenture conversion .................................. $ 50,000 $ - $ -
============ ============ ============
Common stock issued in purchase acquisition .................................... $ - $ - $ 275,781
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements
- --------------------------------------------------------------------------------
9
<PAGE> 7
- --------------------------------------------------------------------------------
BANCINSURANCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) ORGANIZATION
Bancinsurance Corporation (the "Company") was incorporated in the State
of Ohio in 1970. The Company is primarily engaged, through its
wholly-owned subsidiary, Ohio Indemnity Company, ("Ohio Indemnity"), in
the underwriting of specialized property and casualty insurance.
Insurance written is principally in two lines of business, ultimate
loss insurance and a bonded service program. Ohio Indemnity is licensed
in forty-seven states and the District of Columbia and licensed for
surplus lines in Texas. As such, Ohio Indemnity is subject to the
regulations of the Department of Insurance of the State of Ohio (the
"Department") and the regulations of each state in which it operates.
In August 1999, the Company acquired the stock of Paul Boardway and
Associates, Inc. ("Paul Boardway"). Paul Boardway is a
property/casualty insurance agency serving lending institutions. During
1993, BCIS Services, Inc. ("BCIS Services") was incorporated as a
wholly-owned subsidiary of the Company. BCIS Services provides workers'
compensation claims management and loss control services to employers
who self-insure this obligation. During 1997, Custom Title Services,
Inc. (formerly known as Title Research Corporation) ("Custom Title")
was incorporated in Ohio as a wholly-owned subsidiary of the Company.
Custom Title is a title lien search and mortgage service company. On
January 24, 2000, the Company entered into an agreement for the sale of
Custom Title. No single customer of the Company accounts for a
predominant share of consolidated revenue, except for three customers
in the Ultimate Loss Insurance program. See Note 15.
(b) BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles ("GAAP")
which vary in certain respects from reporting practices prescribed or
permitted by the Department. Prescribed statutory accounting practices
include a variety of publications of the National Association of
Insurance Commissioners ("NAIC"), as well as state laws, regulations,
and general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed.
Statutory accounting practices differ from GAAP in that: (1) assets
must be included in the statutory statements at "admitted asset value"
and "nonadmitted assets" must be excluded through a charge against
surplus; (2) policy acquisition costs are charged against income as
incurred rather than being deferred and amortized over the terms of the
related policies; (3) ceded reinsurance balances payable are reflected
as a reduction of premiums in the course of collection rather than as a
liability and reinsurance receivables are recorded as admitted assets;
(4) adjustments reflecting the revaluation of stocks are carried to the
equity account as unrealized investment gains or losses, without
providing for federal income taxes; and (5) the fixed maturities are
carried at amortized cost instead of market value with no unrealized
gain or loss reflected in surplus. However, the actual effect of
adoption could differ as changes are made to the Codification guidance,
prior to its effective date of January 1, 2001. The effects of these
differences on shareholder's equity and net income are shown in Note
11.
In 1998, the NAIC adopted the Codification of Statutory Accounting
Principles guidance, which will replace the current Accounting
Practices and Procedures manual as the NAIC's primary guidance on
statutory accounting. The NAIC is now considering amendments to the
Codification guidance that would also be effective upon implementation.
The Codification provides guidance for areas where statutory accounting
has been silent and changes current statutory accounting in some areas.
The Ohio Insurance
Department has adopted the Codification guidance, effective January 1,
2001. The Company has not estimated the potential effect of the
Codification guidance adopted by the Department.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(c) CONSOLIDATION POLICY
The accompanying financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.
(d) INVESTMENTS
Investments in fixed maturities held as available for sale are carried
at fair value. The net unrealized holding gain or loss, net of
applicable deferred taxes, is reflected in other comprehensive income.
Investments in held to maturity fixed maturities, which include bonds
and preferred stocks with mandatory redemption features, where the
Company has the ability and intent to hold to maturity or put date, are
carried at amortized cost.
Available for sale equity securities, which include common stocks and
preferred stocks without mandatory redemption features, are reported at
fair value with unrealized gains or losses, net of applicable deferred
taxes, reflected in other comprehensive income. Short-term investments
are reflected at cost which approximates fair value.
Realized gains and losses on disposal of investments are determined by
the specific identification method and are included in net investment
income. The carrying value of investments is revised and the amount of
revision is charged to net realized losses on investments when
management determines that a decline in the value of an investment is
other than temporary.
- -------------------------------------------------------------------------------
10
<PAGE> 8
- --------------------------------------------------------------------------------
(e) ACCOUNTS RECEIVABLE
Accounts receivable comprised of title services and appraisal billings.
The Company estimates its allowance for doubtful accounts and bad debts
based upon management's assessment of the collectibility of receivables
and prior experience.
(f) EXCESS OF INVESTMENT OVER NET ASSETS OF SUBSIDIARY
As allowed by generally accepted accounting principles, the excess of
investment over net assets of Ohio Indemnity acquired is not being
amortized as the acquisition took place on April 22, 1970, and there is
no permanent diminution in value of such excess.
On April 2, 1997, Custom Title, a newly formed wholly-owned subsidiary
of Bancinsurance Corporation, purchased substantially all of the net
assets of Title Research Agency, an Ohio corporation for 62,500 shares
of Bancinsurance Corporation common stock, with a value of $275,781.
The acquisition was accounted for using the purchase method. Under the
purchase method, the results of operations of the acquired Company are
included prospectively from the date of acquisition, and the
acquisition price is allocated to the acquirees' tangible assets and
liabilities based upon their fair values at the date of acquisition,
with any residual being goodwill. The Company amortizes this goodwill
on a straight-line basis over its estimated economic life of fifteen
years. At December 31, 1999, the net book value of goodwill associated
with the acquisition was $194,812.
On August 25, 1999, the Company acquired the stock of Paul Boardway.
The Company purchased the wholly-owned subsidiary for $1,500,000 in
cash; $300,000 of the Company's stock to be issued on the first
anniversary of the closing date; and $331,159 of contingent acquisition
liabilities. The acquisition was accounted for using the purchase
method. The Company amortizes the resulting goodwill on a straight-line
basis over its estimated economic life of twenty years. At December 31,
1999, the net book value of goodwill associated with the acquisition
was $1,984,152.
(g) RECOGNITION OF REVENUES AND RELATED EXPENSES
Insurance premiums are recorded as revenue over the period of risk
assumed. For the Company's "Ultimate Loss Insurance" products, a form
of physical damage blanket single interest collateral protection
insurance sold to lending institutions, premiums are earned in relation
to the level of exposure assumed. For the surety product, premiums are
earned pro rata. The portion of premiums written applicable to the
unexpired portion of insurance contracts is recorded in the balance
sheet as unearned premiums. Management fees are recorded as revenue in
the period redundant reserves are released from the aggregate loss fund
established in connection with the Bonded Service program.
Commission fees reported for Paul Boardway, claims administration fees
reported for BCIS Services and title service and appraisal fees
reported for Custom Title are recorded as revenue in the period in
which the work was performed and/or services provided.
(h) POLICY ACQUISITION COSTS
Acquisition expenses, mainly commissions and premium taxes, related to
unearned premiums are deferred and amortized over the period the
coverage is provided. Anticipated losses and other expenses related to
those premiums are considered in determining the recoverability of
deferred acquisition costs.
(i) RESERVE FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
Reserve for unpaid losses and loss adjustment expenses includes case
basis estimates of reported losses and estimates of losses incurred but
not reported based upon past experience. The reserve also includes an
estimate of the loss adjustment expenses to be incurred in the
settlement of items provided for in the reserve for unpaid losses.
These reserves are reported net of amounts recoverable from salvage and
subrogation. Management believes the reserve for unpaid losses and loss
adjustment expenses is adequate. Amounts recoverable from the reinsurer
are estimated in a manner consistent with the reserve for unpaid losses
and loss adjustment expenses and are recorded as a reinsurance
receivable.
(j) REINSURANCE
The Company's reinsurance transactions are attributable to premiums
written in its mortgage protection product and for its automobile
physical damage business, which was discontinued in 1995. The Company
records its reinsurance transactions in accordance with the provisions
of SFAS No. 113, "Accounting and Reporting for Reinsurance of
Short-Duration and Long-Duration Contracts."
(k) CONTRACT FUNDS ON DEPOSIT
The Company has an agreement with a cost containment service firm
involving a program designed to control the unemployment compensation
costs of certain non-profit employers. Pursuant to this agreement, a
bond has been issued insuring the payment of certain reimbursable
unemployment compensation benefits on behalf of the employers enrolled
in this program. Certain monies allocated toward the payment of these
benefits are held by the Company. The Company and the cost containment
service firm share any redundancy resulting from the development of the
claims to be paid from the contract funds held on deposit. The Company
records these management fees in the period redundant reserves are
released from the aggregate loss fund. Fees of $1,153,663, $1,328,083
and $809,345 were recognized in 1999, 1998 and 1997, respectively, as a
result of this arrangement.
(l) DEPRECIATION AND AMORTIZATION
Furniture and fixtures are stated at cost and depreciated using the
straight-line method over a three year useful life. Leasehold
improvements are capitalized and amortized over the remaining office
lease term. Maintenance, repairs and minor renewals are charged
directly to expense as incurred. When furniture and fixtures are sold
or otherwise disposed of, the related cost and accumulated
depreciation are removed from the accounts and the resulting gains or
losses are included in the accompanying statements of income.
- --------------------------------------------------------------------------------
11
<PAGE> 9
- --------------------------------------------------------------------------------
(m) FEDERAL INCOME TAXES
The Company files a consolidated federal income tax return with its
subsidiaries. Accordingly, deferred tax liabilities and assets have
been recognized for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Deferred
income taxes are recognized at prevailing income tax rates for
temporary differences between financial statement and income tax bases
of assets and liabilities for which income tax benefits will be
realized in future years.
(n) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is
practicable to estimate that fair value:
Cash, short-term investments and securities purchased under agreements
to resell:
For these short-term investments, the carrying amounts are
reasonable estimates of fair value.
Fixed maturities and equity securities:
Fair values are based upon quoted market prices or dealer quotes
for comparable securities.
Accounts and notes receivable:
The carrying amounts are reasonable estimates of fair value.
Note payable to bank:
Rates currently available to the Company for debt with similar
terms and remaining maturities are used to estimate fair value
of existing debt. The carrying amount is a reasonable estimate
of fair value.
(o) CASH AND CASH EQUIVALENTS
For the purposes of the statements of cash flows, cash equivalents
include money market instruments with a maturity of ninety days or less
when purchased.
(2) INVESTMENTS
The amortized cost and estimated fair values of investments in held to
maturity and available for sale securities were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-----------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Held to maturity:
Fixed maturities:
US Treasury securities and
obligations of US government
corporations and agencies............. $ 1,954,615 $ 7,392 $ 12,957 $ 1,949,050
Obligations of states and
political subdivisions................ 2,548,413 14,904 13,939 2,549,378
Redeemable preferred stock............. 399,000 - - 399,000
------------- ------------ ------------ -------------
4,902,028 22,296 26,896 4,897,428
------------- ------------ ------------ -------------
Available for sale:
Fixed maturities:
US Treasury securities and
obligations of US government
corporations and agencies.............. 400,000 - - 400,000
Obligations of states and
political subdivisions................ 15,683,144 49,720 491,496 15,241,368
Corporate securities................... 8,250 - - 8,250
Equity securities........................ 4,409,620 986,079 336,060 5,059,639
------------- ------------ ------------ -------------
20,501,014 1,035,799 827,556 20,709,257
------------- ------------ ------------ -------------
Totals............................ $ 25,403,042 $ 1,058,095 $ 854,452 $ 25,606,685
============= ============ ============ =============
</TABLE>
- -------------------------------------------------------------------------------
12
<PAGE> 10
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, 1998
-------------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Held to maturity:
Fixed maturities:
US Treasury securities and
obligations of US government
corporations and agencies............. $ 1,364,643 $ 57,557 $ - $ 1,422,200
Obligations of states and
political subdivisions................ 2,787,520 86,248 4,554 2,869,214
Other debt securities.................. 50,000 - - 50,000
Redeemable preferred stock............... 500,000 - - 500,000
------------ ----------- ------------ -------------
4,702,163 143,805 4,554 4,841,414
------------ ----------- ------------ -------------
Available for sale:
Fixed maturities:
Obligations of states and
political subdivisions................ 10,753,274 408,188 1,681 11,159,781
Corporate securities................... 10,688 - - 10,688
Equity securities........................ 3,434,573 853,635 263,408 4,024,800
------------ ----------- ------------ -------------
14,198,535 1,261,823 265,089 15,195,269
------------ ----------- ------------ -------------
Totals............................ $ 18,900,698 $ 1,405,628 $ 269,643 $ 20,036,683
============ =========== ============ =============
</TABLE>
The amortized cost and estimated fair value of investments in held to maturity
and available for sale securities at December 31, 1999 by contractual maturity,
are shown below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
<TABLE>
<CAPTION>
-----------------------------------------------------------------
HELD TO MATURITY AVAILABLE FOR SALE
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Due in one year or less................... $ 1,025,882 $ 1,030,257 $ 2,769,546 $ 2,757,920
Due after one year through five years..... 2,341,450 2,345,213 4,807,543 4,718,522
Due after five years through ten years.... 739,832 730,280 6,423,775 6,193,285
Due after ten years....................... 395,864 392,678 2,090,530 1,979,891
----------- ------------ ----------- ------------
4,503,028 4,498,428 16,091,394 15,649,618
Redeemable preferred stock................ 399,000 399,000 - -
Equity securities......................... - - 4,409,620 5,059,639
------------ ------------ ----------- ------------
$ 4,902,028 $ 4,897,428 $20,501,014 $ 20,709,257
============ ============ =========== ============
</TABLE>
Gross investment income, including net realized gains and losses, is summarized
below:
<TABLE>
<CAPTION>
-------------------------------------------------
1999 1998 1997
-------------------------------------------------
<S> <C> <C> <C>
Held to maturity:
Fixed maturities...................................... $ 243,587 $ 237,996 $ 246,173
Available for sale:
Fixed maturities...................................... 731,567 612,468 696,644
Equity securities..................................... 430,429 234,511 336,173
Short-term investments..................................... 345,164 382,677 296,266
Other...................................................... 28,355 20,817 20,914
---------- ---------- ----------
Gross investment income............................... $1,779,102 $1,488,469 $1,596,170
========== ========== ==========
</TABLE>
Fixed maturity investments were predominately income producing for the years
ended December 31, 1999, 1998 and 1997.
- --------------------------------------------------------------------------------
13
<PAGE> 11
Pre-tax net realized gains (losses) on investments were as follows for each of
the years ended December 31:
<TABLE>
<CAPTION>
---------------------------------------------------
1999 1998 1997
---------------------------------------------------
<S> <C> <C> <C>
Gross realized gains:
Held to maturity: fixed maturities......................... $ 4,303 $ - $ 8,191
Available for sale: fixed maturities 43,239 1,245 6,753
equity securities........................ 550,402 160,119 230,869
----------- ----------- -----------
Total gains................................................ 597,944 161,364 245,813
=========== =========== ===========
Gross realized losses:
Held to maturity: fixed maturities......................... - 208 392
Available for sale: fixed maturities 26,198 6,845 1,503
equity securities........................ 344,920 87,037 61,184
----------- ----------- -----------
Total losses............................................... 371,118 94,090 63,079
=========== =========== ===========
Net realized gains ..................................... $ 226,826 $ 67,274 $ 182,734
=========== =========== ===========
</TABLE>
From time to time, the Company purchases securities under agreements to
resell the same securities (repurchase agreements). The amounts advanced
under these agreements represent short-term loans. The fair value of the
U.S. treasuries and government agencies underlying the agreements,
$2,393,198, approximates the carrying value.
At December 31, 1999, investments having a par value of $4,125,000 were on
deposit with various state insurance departments to meet their respective
regulatory requirements.
(3) DEFERRED POLICY ACQUISITION COSTS
Changes in deferred policy acquisition costs at December 31 are summarized
as follows:
<TABLE>
<CAPTION>
1999 1998
-----------------------------------
<S> <C> <C>
Deferred, January 1.............................. $ 152,678 $ -
Additions:
Commissions................................... 2,116,788 1,008,841
Premium tax................................... 276,512 126,200
-------------- -------------
2,393,300 1,135,041
Amortization to expense ......................... 2,326,785 982,363
-------------- -------------
Deferred, December 31............................ $ 219,193 $ 152,678
============== =============
</TABLE>
Prior to 1998, policy acquisition costs were not capitalized due to the
terms of the policies the Company wrote.
(4) NOTE PAYABLE TO BANK
As of December 31, 1999, the Company had an uncollateralized $10,000,000
revolving line of credit with a maturity date of May 1, 2003 and an
outstanding balance of $5,145,000. The revolving credit agreement provides
for interest payable quarterly, at an annual rate equal to 0.75% less than
the prime rate (7.75% per annum at December 31, 1999).
(5) NOTE PAYABLE
In connection with the acquisition of Custom Title, the Company agreed to
assume a note payable to the previous owner of a Custom Title branch
office. The cognovit note agreement provides for principal and interest
payable monthly at the rate of 6.5% per annum with a maturity date of April
1, 2001. Annual payments are $13,000 and the outstanding balance was
$16,561 at December 31, 1999.
Custom Title financed the purchase of three automobiles during 1999.
Promissory notes provide for principal and interest payable monthly at the
rate of 10.5% per annum with a maturity date of November 1, 2003. Annual
payments are $11,930 and the outstanding balance was $33,393 at December
31, 1999.
(6) LEASES AND SHARED EXPENSES
The Company routinely leases premises for use as administrative offices,
vehicles and office equipment under operating leases for varying periods.
Management expects that in the normal course of business, leases will be
renewed or replaced by other leases.
Consolidated rental expenses under operating leases were $252,809, $241,109
and $202,100 in each of the years 1999, 1998 and 1997, respectively.
- --------------------------------------------------------------------------------
14
<PAGE> 12
- -------------------------------------------------------------------------------
15
The future minimum lease payments required under these operating leases, as
of December 31, 1999 follows:
----------------------------------------------
YEAR OPERATING
ENDING LEASES
----------------------------------------------
2000 $ 110,071
2001 6,890
----------
$ 116,961
==========
(7) FEDERAL INCOME TAXES
Deferred income taxes for 1999 and 1998 reflect the impact of "temporary
differences" between amounts of assets and liabilities for financial
reporting purposes and such amounts as measured on an income tax basis.
Temporary differences which give rise to the net deferred tax asset
(liability) at December 31 are as follows:
<TABLE>
<CAPTION>
------------------------------
1999 1998
------------------------------
<S> <C> <C>
Deferred tax assets:
Unpaid loss and loss adjustment expense reserves.................... $ 272,448 $ 48,034
Unearned premium reserves........................................... 158,208 63,539
Unrealized losses on available for sale securities.................. 2,724 -
Other............................................................... 48,924 38,712
--------- ---------
Subtotal......................................................... 482,304 150,285
Deferred tax liabilities:
Unrealized gains on available for sale securities................... (73,527) (338,889)
Discounting of anticipated salvage and subrogation.................. (2,675) (4,919)
Deferred policy acquisition costs................................... (74,526) (51,911)
Accrued dividends receivable........................................ (1,439) (603)
Other............................................................... (6,023) (44,809)
--------- ----------
Net deferred tax liability....................................... $ 324,114 $ (290,846)
========= ==========
</TABLE>
Net deferred tax assets and liabilities and federal income tax expense in
future years can be significantly affected by changes in enacted tax rates
or by unexpected adverse events.
The provision for federal income taxes at December 31, consists of the
following:
<TABLE>
<CAPTION>
---------------------------------------------
1999 1998 1997
---------------------------------------------
<S> <C> <C> <C>
Current ................................................... $1,706,736 $1,341,751 $ 965,374
Deferred (benefit) expense ................................ (142,733) 14,591 1,980
---------- ---------- ------------
Federal income tax expense.............................. $1,564,003 $1,356,342 $ 967,354
========== ========== ============
</TABLE>
The difference between income taxes provided at the Company's effective
tax rate and the 34% federal statutory rate at December 31, is as follows:
<TABLE>
<CAPTION>
---------------------------------------------
1999 1998 1997
---------------------------------------------
<S> <C> <C> <C>
Federal income tax at statutory rate....................... $1,854,087 $1,615,259 $ 1,247,340
Dividends received and tax exempt interest deductions...... (304,367) (270,333) (290,738)
Other...................................................... 14,283 11,416 10,752
---------- ---------- -----------
Federal income tax expense............................ $1,564,003 $1,356,342 $ 967,354
========== ========== ===========
</TABLE>
(8) BENEFIT PLANS
On January 1, 1996, Ohio Indemnity implemented an Employee 401(k) and
Profit Sharing Plan (the "401(k) Plan"). The 401(k) Plan is available to
full-time employees who meet the 401(k) Plan's eligibility requirements.
Under the 401(k) Plan, the Company matches 50% of the qualified employee's
contribution up to 6% of salary. The total cost of the matching
contribution was $83,648, $85,290 and $68,288 for the year ended December
31, 1999, 1998 and 1997, respectively.
- --------------------------------------------------------------------------------
15
<PAGE> 13
- --------------------------------------------------------------------------------
(9) STOCK OPTION PLANS
The Company applies APB Opinion No. 25 and related Interpretations in
accounting for options issued to employees, officers and directors under
its plans. FASB Statement No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123") was issued by the FASB in 1995 and changes the
methods for recognition of cost on plans similar to those used by the
Company. Adoption of SFAS 123 is optional; however, pro forma disclosures
as if the Company adopted the cost recognition requirements under SFAS 123
in 1999, 1998 and 1997 are presented below.
The Company has two stock option plans. The 1984 Plan was open to all
employees of the Company and its subsidiaries. All options were granted
before May 17, 1994 for a term of not more than ten years. The options for
82,500 shares outstanding at December 31, 1999 expire at various dates
from 2000 through 2004 and range in option price per share from $.625 to
$6.00.
The 1994 Stock Option Plan provides for the grant of options to purchase
up to an aggregate of 500,000 shares, 100,000 shares for any one
individual, of the common stock of the Company. Certain key employees,
officers, and directors of, and consultants and advisors to, the Company
and its subsidiaries are eligible to participate in the Plan. The Plan is
administered by the Stock Option Committee which will determine to whom
and when options will be granted along with the terms and conditions of
the options. The options for 281,000 shares outstanding at December 31,
1999 expire at dates from 2004 to 2009 and range in option price per share
from $2.50 to $6.75.
A summary of the status of the Company's stock options as of December 31,
1999, 1998 and 1997 and changes during the year ended on those dates is
presented below:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
1999 1998 1997
WGTD. AVG. WGTD. AVG. WGTD. AVG.
SHARES EXER. PRICE SHARES EXER. PRICE SHARES EXER. PRICE
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year............ 295,000 $4.00 216,500 $3.64 185,500 $3.52
Granted..................................... 81,000 5.40 103,500 4.84 71,000 4.04
Exercised................................... (12,500) .73 - - (20,000) 1.61
Expired..................................... - - - - - -
Canceled.................................... - - (25,000) 4.31 (20,000) 6.00
------- ----- ------- ----- ------- -----
Outstanding at end of year.................. 363,500 $4.42 295,000 $4.00 216,500 $3.64
======= ===== ======= ===== ======= =====
Options exercisable at year-end............. 180,000 152,500 132,000
======= ======= =======
Shares reserved for issuance................ 557,500 570,000 595,000
======= ======= =======
Options available for future grant.......... 194,000 275,000 378,500
======= ======= =======
Weighted average fair value of options
granted during the year................... $2.7789 $2.2844 $2.2211
======= ======= =======
</TABLE>
The fair value of each option granted during 1999, 1998 and 1997 is
estimated on the date of grant using the Black-Scholes option-pricing
model with the following assumptions: (1) expected volatility of 44.36%
for 1999 and 38.91% for 1998 and 47.84% for 1997, (2) risk-free interest
rate of 5.39% for options granted April 30, 1999, 5.98% for options
granted June 2, 1999, 5.82% for options granted July 16, 1999, 5.48% for
options granted January 5, 1998, 5.62% for options granted June 3, 1998,
6.25% for options granted January 2, 1997, 6.83% for options granted April
1, 1997 and 6.51% for options granted June 4, 1997 and (3) expected life
of 6 years for all years.
The following table summarizes information about stock options outstanding
at December 31, 1999:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-----------------------------------------------------------------
NUMBER WGTD. AVG. WGTD. AVG. NUMBER WGTD. AVG.
OUTSTANDING REMAINING EXERCISE EXERCISABLE EXERCISE
RANGE OF EXERCISE PRICES AT 12/31/99 CONTR.LIFE PRICE AT 12/31/99 PRICE
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ .625 - 1.10................................. 10,000 .43 $ .625 10,000 $ .625
1.10 - 1.93.................................. 12,500 1.16 1.125 12,500 1.125
1.9375 - 2.50............................... 42,500 5.09 2.368 36,000 2.344
2.875 - 4.75................................ 155,500 7.57 4.371 53,500 4.040
5.25 - 6.75.................................. 143,000 7.34 5.648 68,000 5.912
------- -------
.625 - 6.75................................. 363,500 6.77 4.424 180,000 4.016
======= =======
</TABLE>
- --------------------------------------------------------------------------------
16
<PAGE> 14
- --------------------------------------------------------------------------------
If compensation cost for the Company's 1999, 1998, and 1997 grants for
stock-based compensation plans had been determined consistent with SFAS
123, the Company's net income and net income per common share would
approximate the pro forma amounts below:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AS REPORTED PRO FORMA
1999 1998 1997 1999 1998 1997
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income......................... $3,889,195 $3,394,420 $2,701,294 $3,876,851 $3,369,496 $ 2,686,209
---------- ---------- ---------- ---------- ---------- -----------
Net income per common share,
diluted......................... $ .63 $ .55 $ .44 $ .63 $ .55 $ .44
---------- ---------- ---------- ---------- ---------- -----------
</TABLE>
The effects of applying SFAS 123 in this pro forma disclosure are not
indicative of future amounts. Additional awards in future years are
anticipated.
(10) DIVIDEND RESTRICTIONS
Under Ohio law, insurance companies may only pay dividends to shareholders
from shareholders' equity determined in accordance with statutory
accounting practices. Further, Ohio law limits dividends to shareholders,
without prior approval of the Department, to the greater of the prior
year's statutory net income or 10% of statutory shareholders' equity. As
of December 31, 1999, dividends from Ohio Indemnity in 2000 are limited to
$3,644,602 without prior approval of the Department.
(11) STATUTORY SHAREHOLDERS' EQUITY AND NET INCOME
As of December 31, 1999, Ohio Indemnity's statutory surplus and net income
determined in accordance with accounting practices prescribed or permitted
by the Department differed from shareholders' equity and net income
determined in accordance with GAAP by the following:
<TABLE>
<CAPTION>
SHAREHOLDERS' NET
EQUITY/SURPLUS INCOME
-------------- -----------
<S> <C> <C>
Statutory.................................................................. $ 25,442,531 $ 3,644,602
Reconciling items:
Non-admitted assets....................................................... 888 -
Deferred policy acquisition costs......................................... 219,193 66,515
Deferred taxes............................................................ (441,776) 134,233
Unrealized gain on available for sale fixed maturities.................... 271,780 -
------------- -----------
GAAP .................................................................... $ 25,492,616 $ 3,845,350
============= ===========
</TABLE>
As of December 31, 1998, Ohio Indemnity's statutory surplus differed from
GAAP shareholder's equity by an amount of $2,865 in nonadmitted assets,
$152,678 in deferred policy acquisition costs, $(288,739) in deferred
taxes and $406,507 in unrealized gain on available for sale fixed
maturities. Statutory net income for the year ended December 31, 1998
differed from GAAP net income by $152,678 in deferred policy acquisition
costs and $(14,590) in deferred taxes. Statutory net income for the year
ended December 31, 1997 differed from GAAP net income by $(5,310) in
deferred taxes.
(12) RESERVE FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
Activity in the reserve for unpaid losses and loss adjustment expenses is
summarized as follows: [Dollars in thousands]
<TABLE>
<CAPTION>
------------------------------------------
1999 1998 1997
------------------------------------------
<S> <C> <C> <C>
Balance at January 1............................................ $ 3,178 $ 1,532 $ 1,360
Less reinsurance recoverables.................................. 3 8 15
--------- ---------- -----------
Net Balance at January 1........................................ 3,175 1,524 1,345
--------- ---------- -----------
Incurred related to:
Current year................................................... 17,727 13,388 6,074
Prior years ................................................... (1,436) (47) (3)
--------- ---------- -----------
Total incurred.................................................. 16,291 13,341 6,071
--------- ---------- -----------
Paid related to:
Current year................................................... 12,459 10,100 4,479
Prior years.................................................... 1,736 1,590 1,413
--------- ---------- -----------
Total paid...................................................... 14,195 11,690 5,892
--------- ---------- -----------
Net Balance at December 31...................................... 5,271 3,175 1,524
Plus reinsurance recoverables.................................. 2 3 8
--------- ---------- -----------
Balance at December 31.......................................... $ 5,273 $ 3,178 $ 1,532
========= ========== ===========
</TABLE>
- --------------------------------------------------------------------------------
17
<PAGE> 15
- --------------------------------------------------------------------------------
As a result of changes in estimates of insured events in prior years, the
provision for unpaid losses and loss adjustment expenses decreased by
$1,436,000 in 1999 due to favorable development in aggregate limit
coverages, a decrease of $47,000 in 1998, primarily from salvage and
subrogation received from a significant Ultimate Loss Insurance program
customer, and $3,000 in 1997 due to higher than anticipated salvage and
subrogation received from the discontinued Automobile Insurance business.
(13) REINSURANCE
The Company maintains a quota share reinsurance agreement for certain
insurance products, by which Ohio Indemnity cedes a portion of its
insurance to a reinsurer. This arrangement limits the net claim liability
potential arising from specific policies. This reinsurance agreement does
not relieve the Company from its obligations to policyholders.
Consequently, failure of the reinsurer to honor its obligations could
result in losses to the Company. The Company currently recovers 75% of the
paid losses and loss adjustment expense applicable to Mortgage Protection
insurance policies.
As of December 31, ceded reinsurance decreased commission expense incurred
by $73,420, $38,925 and $23,032 in 1999, 1998 and 1997, respectively.
(14) RELATED PARTIES
Included in loans to affiliates at December 31, 1999 is a $15,000 loan to
an officer/director of the Company. Interest only is payable in quarterly
installments at the rate of two points above prime through July 28, 2000.
In addition, included in loans to affiliates at December 31, 1999 and 1998
is a loan to an officer of Ohio Indemnity, originally due December 8,
1999. Interest only is payable in quarterly installments at the rate of
two points above prime. On June 14, 1999, the loan was renewed and
increased from $24,000 to $60,000 and the maturity was extended to June
13, 2000. At December 31, 1999, the outstanding balance was $40,000. The
carrying amount of the loan is a reasonable estimate of fair value.
On July 22, 1996, the Company entered into a commercial financing
agreement with an Administrator for the marketing and servicing of certain
not-for-profit entities in the Bonded Service program. Under amended terms
of the agreement, the Company provides a line of credit, up to a maximum
of $500,000, effective to April 30, 2000 (the "Renewal Date"). Interest is
payable in quarterly installments at the rate of one point above prime.
The outstanding principal balance is payable in full to the Company on or
before April 30 of each annual term. In addition, the Administrator must
maintain a principal balance of zero for a minimum of 15 consecutive
calendar days during each annual term. At December 31, 1999, the Company
had loaned the Administrator $140,000 under this agreement.
During 1994, the Company entered into a Split-Dollar Insurance Agreement
with a bank, as trustee, for the benefit of an officer/shareholder and his
spouse. The bank has acquired a second-to-die policy on the lives of the
insureds, in the aggregate face amount of $2,700,000. At December 31,
1999, the Company had loaned the trustee $430,620 under this agreement for
payment of insurance premiums. Amounts loaned by the Company to the
trustee are to be repaid, in full, without interest from any of the
following sources; cash surrender value of the underlying insurance
contracts, death benefits and/or the sale of 15,000 shares of the
Company's common stock contributed by the officer/shareholder to the
Trust.
On August 7, 1992, a $50,000 convertible debenture was issued to the
Company by Westford Group, Inc., ("Westford"), an affiliate of the Company
through a common officer and principal shareholder. On December 1, 1995, a
resolution was adopted by Westford to renew the debenture. On August 30,
1999 the Company exercised their conversion for 345,000 shares of common
stock of Westford.
The executive offices of the Company are shared with consolidated
subsidiaries and other affiliated entities. Rental, equipment and
bookkeeping expense are allocated among them pursuant to management fee
agreements.
(15) CONCENTRATIONS
Three new customers in the Ultimate Loss Insurance program represented
$3,825,000, $2,857,446 and $2,643,601 of the Company's net premiums earned
in 1999 and $558,065, $649,200 and $2,160,493 of the net premiums earned
in 1998, respectively.
(16) STOCK DIVIDEND
On May 5, 1999, the Company declared a 5% common stock dividend to
shareholders of record on May 25, 1999. Accordingly, all common share data
have been adjusted to include the effect of the stock dividend.
(17) COMMON SHARE REPURCHASE PROGRAM
On August 16, 1999, the Board of Directors adopted a common share
repurchase program. The program allows the Company to repurchase, from
time to time, up to a total of 500,000 of its common shares. The program
will expire on December 31, 2000. As of December 31, 1999, the Company
repurchased 124,630 shares at an average price per share of $5.53 under
this program. Repurchases have been and will continue to be funded by cash
flows from operations.
(18) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The Company's results of operations have varied, and in the future may
vary from quarter to quarter principally because of fluctuations in
underwriting results. Consequently, quarterly results are not necessarily
indicative of full year results, nor are they comparable to the results of
other quarters. The following table sets forth certain unaudited quarterly
consolidated financial and operating data:
- --------------------------------------------------------------------------------
18
<PAGE> 16
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999
---------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Net premiums earned........................ $5,704,178 $6,574,867 $7,096,115 $5,840,471
Net investment and other income............ 1,351,824 1,510,310 1,634,869 1,549,273
Total revenues............................. 7,056,002 8,085,177 8,730,984 7,389,744
Losses and operating expenses.............. 5,806,635 6,408,487 7,280,724 6,312,863
Net income ................................ 880,775 1,182,998 1,034,943 790,479
Net income per common share................ .14 .19 .17 .13
Net income per common share,
assuming dilution........................ .14 .19 .17 .13
</TABLE>
<TABLE>
<CAPTION>
1998
---------------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Net premiums earned........................ $3,866,481 $5,365,485 $4,685,217 $6,952,105
Net investment and other income............ 1,204,827 1,289,505 1,659,679 1,174,414
Total revenues............................. 5,071,308 6,654,990 6,344,896 8,126,519
Losses and operating expenses.............. 4,117,933 5,345,831 5,250,649 6,732,538
Net income ................................ 707,501 930,968 784,164 971,787
Net income per common share................ .11 .15 .13 .16
Net income per common share,
assuming dilution........................ .11 .15 .13 .16
</TABLE>
Common share data have been adjusted to include the effect of the stock
dividend.
(19) REGULATORY STANDARD
Ohio Indemnity is subject to a Risk Based Capital ("RBC") test applicable
to property and casualty insurers. The RBC calculation serves as a
benchmark of insurance enterprises' solvency by state insurance regulators
by establishing statutory surplus targets which will require certain
Company level or regulatory level actions. Based on the Company's
analysis, it appears that the Company's total adjusted capital is in
excess of all required action levels and that no corrective action will be
necessary.
(20) LITIGATION
There are no actions, suits, claims, governmental investigations or
proceedings instituted, pending or, to the best knowledge of the Company,
threatened against the Company or any Company Subsidiary or against any
asset, interest or right of the Company or any Company Subsidiary, or
against any officer, director or employee of any of them that in any such
case, if decided adversely, could reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the
Company. Neither the Company nor any Company Subsidiary is a party to any
order, judgment or decree which has had or could reasonably be expected to
have a material adverse effect on the Company.
(21) SUPPLEMENTAL DISCLOSURE FOR EARNINGS PER SHARE
<TABLE>
<CAPTION>
------------------------------------------------
1999 1998 1997
------------------------------------------------
<S> <C> <C> <C>
Net income......................................................... $ 3,889,195 $ 3,394,420 $ 2,701,294
------------ ------------ ------------
Income available to common stockholders,
assuming dilution............................................... $ 3,889,195 $ 3,394,420 $ 2,701,294
------------ ------------ ------------
Weighted average common shares outstanding......................... 6,106,117 5,843,115 5,822,781
Adjustments for dilutive securities:
Dilutive effect of outstanding options.......................... 74,131 91,974 55,342
------------ ------------ ------------
Diluted common shares.............................................. 6,180,248 5,935,089 5,878,123
============= ============ ============
Net income per common share........................................ $ .64 $ .55 $ .44
Net income per common share, assuming dilution..................... $ .63 $ .55 $ .44
</TABLE>
Common Share data has been adjusted to include the effect of the stock
dividend.
- --------------------------------------------------------------------------------
19
<PAGE> 17
- --------------------------------------------------------------------------------
(22) SEGMENT INFORMATION
In 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information."
SFAS No. 131 requires disclosure of revenues and other information based
on the way management organizes the segments of the business for making
operating decisions and assessing performance.
The Company operates primarily in the property/casualty insurance
industry. There are intersegment management and commission fees. The
allocations of certain general expenses within segments are based on a
number of assumptions, and the reported operating results would change if
different methods were applied. Depreciation and capital expenditures are
not considered material.
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-------------------------------------------------------------------------------------------------
WORKERS
PROPERTY/CASUALTY TITLE COMPENSATION INSURANCE ALL CONSOLIDATED
INSURANCE AGENCY ADMINISTRATION AGENCY OTHER TOTALS
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues from external customers $26,804,050 $ 2,387,351 $ 591,654 $ 479,197 $ 109 $30,262,361
Intersegment revenues .......... 9,480 - - 375,014 10,440 394,934
Interest revenue ............... 1,364,876 - - - 29,604 1,394,480
Interest expense ............... 5,054 2,814 29 51 254,693 262,641
Depreciation and amortization .. 65,907 64,555 4,685 43,928 76,929 256,004
Segment profit (loss) .......... 5,626,008 33,556 (36,867) 261,278 (35,843) 5,848,132
Income tax expense (benefit) ... 1,615,479 13,927 - 103,604 (169,007) 1,564,003
Segment assets ................. 37,205,839 940,140 248,952 2,409,474 3,349,718 44,154,123
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-------------------------------------------------------------------------------------------------
WORKERS
PROPERTY/CASUALTY TITLE COMPENSATION INSURANCE ALL CONSOLIDATED
INSURANCE AGENCY ADMINISTRATION AGENCY OTHER TOTALS
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues from external customers $22,338,307 $ 1,959,384 $ 570,302 $- $- $24,867,993
Intersegment revenues .......... 9,480 - - - 10,440 19,920
Interest revenue ............... 1,323,824 - - - 25,816 1,349,640
Interest expense ............... 2,921 4,003 373 - 277,733 285,030
Depreciation and amortization .. 89,875 40,664 4,741 - 56,807 192,087
Segment profit (loss) .......... 5,578,439 (165,149) 8,676 - (651,284) 4,770,682
Income tax expense (benefit) ... 1,634,827 - 3,608 - (282,093) 1,356,342
Segment assets ................. 33,332,485 626,141 153,570 - 2,958,511 37,070,707
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-------------------------------------------------------------------------------------------------
WORKERS
PROPERTY/CASUALTY TITLE COMPENSATION INSURANCE ALL CONSOLIDATED
INSURANCE AGENCY ADMINISTRATION AGENCY OTHER TOTALS
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues from external customers $12,310,768 $ 1,593,556 $ 658,884 $ - $ - $14,563,208
Intersegment revenues .......... 6,280 - - - 9,740 16,020
Interest revenue ............... 1,257,299 - - - 25,914 1,283,213
Interest expense ............... - 9 394 - 362,594 362,997
Depreciation and amortization .. 47,531 20,418 33,967 - 59,938 161,854
Segment profit (loss) .......... 4,166,975 (3,116) 39,768 - (518,959) 3,684,668
Income tax expense (benefit) ... 1,129,445 5,442 13,764 - (181,297) 967,354
Segment assets ................. 28,791,093 591,522 475,763 - 2,325,519 32,183,897
</TABLE>
- --------------------------------------------------------------------------------
20
<PAGE> 18
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------
1999 1998 1997
----------------------------------------------
REVENUES
<S> <C> <C> <C>
Total revenues for reportable segments..................................... $ 30,262,361 $24,867,993 $ 14,563,208
Interest revenue........................................................... 1,394,480 1,349,640 1,283,213
Elimination of intersegment revenues....................................... (394,934) (19,920) (16,020)
------------ ------------ ------------
Total consolidated revenues................................................ $ 31,261,907 $26,197,713 $ 15,830,401
============ =========== ============
PROFIT
Total profit for reportable segments....................................... $ 5,883,975 $ 5,421,966 $ 3,233,631
Other loss (35,843) (651,284) 451,037
Elimination of intersegment profits........................................ (394,934) (19,920) (16,020)
------------ ------------ ------------
Income before income taxes................................................. $ 5,453,198 $ 4,750,762 $ 3,668,648
============ =========== ============
ASSETS
Total assets for reportable segments....................................... $40,804,405 $34,112,196 $29,858,378
Other assets 3,349,718 2,958,511 2,325,519
Elimination of intersegment receivables.................................... (1,706,010) (1,122,040) (779,465)
------------ ------------ ------------
Consolidated assets........................................................ $42,448,113 $35,948,667 $31,404,432
============ =========== ============
</TABLE>
(23) ADOPTION OF NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting
and reporting standards for derivative instruments and requires recognition
of all derivatives as assets or liabilities in the statement of financial
position and measurement of those instruments at fair value. The statement,
as amended, is effective for fiscal years beginning after June 15, 2000.
The Company's balance sheet and statements of earnings and cash flows will
not be materially impacted by this statement, upon adoption.
(24) SUBSEQUENT EVENTS
On January 24, 2000, the Company sold 85.4 of the Company's 100 shares of
Custom Title Services, Inc. for $350,000 in the form of a promissory note.
The Company contributed the remaining 14.6 shares of Custom Title in
consideration of a 10% capital investment in the acquiring company.
On July 19, 1999, the Company entered into an Agreement and Plan of Merger
with Westford Group, Inc., an Ohio corporation ("Westford"), and
Bancinsurance Acquisitions, Inc., an Ohio corporation and a wholly-owned
subsidiary of the Company ("Acquisitions"), whereby Westford will be merged
with and into Acquisitions, with Acquisitions being the surviving entity as
a wholly-owned subsidiary of the Company under the name Westford Group,
Inc. (the "Merger"). On February 29, 2000, the stockholders of Westford
approved the merger. The Company paid the Westford shareholders cash in the
amount of $.70 per share for each share of Westford common stock, without
par value. The total amount of the merger consideration paid by the Company
was $958,094 (the "Merger Consideration"). The Company paid the Merger
Consideration from existing cash reserves.
- --------------------------------------------------------------------------------
21
<PAGE> 19
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders
of Bancinsurance Corporation:
In our opinion, the accompanying consolidated balance sheets and the related
statements of income, comprehensive income, stockholders' equity and cash flows
present fairly, in all material respects, the financial position of
Bancinsurance Corporation and subsidiaries at December 31, 1999 and 1998, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States which require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Columbus, Ohio
March 13, 2000
- --------------------------------------------------------------------------------
22
<PAGE> 20
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
The Company's principal sources of revenue are premiums paid by insureds
for insurance policies issued by the Company. Premium volume principally is
earned as written due to the nature of the monthly policies issued by the
Company for its major line of insurance coverage. The Company's principal
costs are losses and loss adjustment expenses. The principal factor in
determining the level of the Company's profit is the difference between
these premiums earned and losses and loss adjustment expenses incurred.
Loss and loss adjustment expense reserves are estimates of what an insurer
expects to pay on behalf of claimants. The Company is required to maintain
reserves for payment of estimated losses and loss adjustment expenses for
both reported claims and incurred but not reported ("IBNR") claims. The
ultimate liability incurred by the Company may be different from current
reserve estimates.
Loss and loss adjustment expense reserves for IBNR claims are estimated
based on many variables including historical and statistical information,
inflation, legal developments, economic conditions, general trends in claim
severity and frequency and other factors that could affect the adequacy of
loss reserves. The Company reviews case and IBNR reserves monthly and makes
appropriate adjustments.
SUMMARY RESULTS
The following table sets forth period to period changes in selected
financial data:
<TABLE>
<CAPTION>
-----------------------------------------------------------------
PERIOD TO PERIOD INCREASE (DECREASE)
YEARS ENDED DECEMBER 31,
-----------------------------------------------------------------
1998-99 1997-98
-------------------------- ------------------------
AMOUNT %CHANGE AMOUNT %CHANGE
----------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Premiums written........................................ $ 6,047,979 28.8% $ 9,791,844 87.6%
Net premiums earned..................................... 4,346,343 20.8% 9,700,045 86.8%
Net investment income................................... 315,584 22.4% (120,459) (7.9)%
Total revenue.......................................... 5,064,194 19.3% 10,367,312 65.5%
Loss and loss adjustment expenses,
net of reinsurance recoveries....................... 2,414,613 18.1% 7,269,783 119.7%
Operating expenses...................................... 1,969,534 25.2% 2,093,382 36.5%
Interest expense........................................ (22,389) (7.9)% (77,967) (21.5)%
Operating income........................................ 702,436 14.8% 1,082,114 29.5%
Net income.............................................. 494,775 14.6% 693,126 25.7%
</TABLE>
The combined ratio, which is the sum of the loss ratio and expense ratio,
is the traditional measure of underwriting experience for insurance
companies. The following table reflects the loss, expense and combined
ratios of Ohio Indemnity on both a statutory and GAAP basis for each of the
years ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997
------------------------------------
<S> <C> <C> <C>
Statutory:
Loss ratio...................................................... 62.5% 63.9% 54.4%
Expense ratio....................................................... 23.9% 16.6% 21.9%
------- ------- ------
Combined ratio...................................................... 86.4% 80.5% 76.3%
======= ======= ======
GAAP:
Loss ratio...................................................... 62.5% 63.9% 54.4%
Expense ratio....................................................... 25.3% 16.5% 22.1%
------- ------- ------
Combined ratio...................................................... 87.8% 80.4% 76.5%
======= ======= ======
</TABLE>
Investments of Ohio Indemnity's assets are restricted to certain
investments permitted by the Ohio insurance laws. The Company's overall
investment policy is determined by the Company's Board of Directors and is
reviewed periodically. The Company principally invests in investment-grade
obligations of states, municipalities and political subdivisions because
the majority of the interest income from such investments is tax-exempt and
such investments have generally resulted in favorable net yields. The
Company has the ability and intent to hold its held to maturity fixed
income securities to maturity or put date, and as a result carries its held
to maturity fixed income securities at amortized cost for GAAP purposes. As
the Company's fixed income securities mature, there can be no assurance
that the Company will be able to reinvest in securities with comparable
yields.
- --------------------------------------------------------------------------------
23
<PAGE> 21
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 AS COMPARED TO YEAR ENDED DECEMBER 31, 1998
Premiums Written; Premiums Earned. Premiums written increased 28.8% from
$20,971,405 in 1998 to $27,019,384 in 1999, while premiums earned increased
20.8% from $20,869,288 in 1998 to $25,215,631 in 1999. Premiums increased due to
strong performance in the Company's expanding core product lines of business.
Premiums written for Ultimate Loss Insurance increased 23.7% from $16,784,547 in
1998 to $20,765,936 in 1999. Premiums earned for Ultimate Loss Insurance
increased 21.1% from $16,701,678 in 1998 to $20,222,904 in 1999. The increase in
premiums written and premiums earned was primarily attributable to five major
financial institutions added as customers during the second half of 1998.
Premiums written for the Bonded Service program increased 15.3% from $4,066,883
in 1998 to $4,689,962 in 1999, while premiums earned from the Bonded Service
program increased 15.5% from $4,064,285 in 1998 to $4,692,875 in 1999. The
increases in premiums written and premiums earned on the Bonded Service program
were primarily attributable to the addition of one trust and increases in
employee enrollment among existing trust members resulting in higher service
fees. A no-charge-back excess of loss program added during 1999 recorded
$1,321,760 of premiums written and $132,410 of premiums earned.
Net Investment Income. Net investment income increased 22.4% from $1,407,090 in
1998 to $1,722,674 in 1999. Net realized gains on investments increased from
$67,274 in 1998 to $226,826 in 1999 principally due to changes in investment mix
resulting from the application of the Company's investment strategy in the
current market environment. In 2000, the Company intends to seek growth in
investment income by increasing the average size of the investment portfolio. As
new funds become available, they will be invested in accordance with the
Company's strategy of emphasizing after tax return, which predominately includes
municipal tax-free securities. The Company strives to maintain a high quality
investment portfolio. The average yield on the investment portfolio was 5.3% in
1998 and 1999.
Claims Administration Fees. Claims administration fees generated by BCIS
Services, a consolidated subsidiary, accounted for $570,302 of the revenues for
1998 and $591,654 in 1999. The increase of 3.7% was attributable to claims
processing and servicing responsibilities provided to two new clients in 1999.
Title and Appraisal Fees. Title services and appraisal fees generated by Custom
Title, a consolidated subsidiary, accounted for $1,959,384 of the revenues for
1998 and $2,387,351 in 1999. The increase of 21.8% was primarily attributable to
an increase in the loan-closing segment of the business.
Management Fees. Management fees decreased from $1,328,083 in 1998 to $1,153,663
in 1999. The decrease was attributable to recognition of less favorable results
from a closed year of operations of the Bonded Service program. The Company
expects management fees to vary from year to year depending on claims experience
in the Bonded Service program. See Note 1(k) to the Notes to Consolidated
Financial Statements.
Commission Fees. Net commission fees generated by Paul Boardway, a consolidated
subsidiary, accounted for $103,430 of the revenues during 1999. Paul Boardway
was acquired by the Company during the third quarter of 1999.
Losses and Loss Adjustment Expenses, Net of Reinsurance Recoveries. Losses and
loss adjustment expenses totaled $13,340,737, or 63.9% of premiums earned in
1998 versus $15,755,350 or 62.5% of premiums earned in 1999. Losses and loss
adjustment expenses, as a percentage of premiums earned, remained relatively
constant for the comparable period. Loss and loss adjustment expenses for the
Ultimate Loss Insurance program increased 19.8% from $12,576,801 in 1998 to
$15,064,387 in 1999. The increase was primarily attributable to claims
associated with three significant policies which incurred loss and loss
adjustment expenses of $2,260,829 and $7,442,285 in 1998 and 1999, respectively.
See Note 15 to the Notes to Consolidated Financial Statements. Loss and loss
adjustment expenses for the Bonded Service program increased 11.7% from $268,101
in 1998 to $299,363 in 1999 primarily due to adverse development on prior year
reserves.
Operating Expense. Operating expense consists of commission expense, other
insurance operating expense, amortization of deferred policy acquisition costs
and general and administrative expenses. Operating expense increased 25.2% from
$7,821,184 in 1998 to $9,790,718 in 1999. Commission expense increased 54.4%
from $2,346,798 in 1998 to $3,623,761 in 1999, primarily due to both higher
direct and contingent commissions associated with the increase in premiums
written in the Ultimate Loss Insurance and Bonded Service programs. Other
insurance operating expenses increased 17.8% from $2,423,997 in 1998 to
$2,855,542 in 1999, primarily due to increases in allocable salaries and related
benefits, consulting and appraisal fees, office supplies and travel expenses.
General and administrative expenses increased 8.6% from $3,050,389 in 1998 to
$3,311,415 in 1999 primarily due to increases in salaries, temporary services,
depreciation and shareholder expense. BCIS Services incurred operating expenses
of $561,602 in 1998 compared with $628,534 in 1999. Custom Title's operating
expenses increased 10.8% from $2,124,533 during 1998 compared with $2,353,795 in
1999, principally due to increases in subcontract search and closing fees, bad
debt expense and depreciation. Paul Boardway incurred operating expenses of
$217,919 from August 25, 1999.
Interest Expense. Interest expense decreased 7.9% from $285,030 in 1998 to
$262,641 in 1999 due to lower borrowing levels on the Company's revolving credit
line.
Federal Income Taxes. Income taxes increased 15.3% from $1,356,342 in 1998 to
$1,564,003 in 1999. The effective consolidated income tax rate was 28.5% in 1998
and 28.7% in 1999. See Note 7 to the Notes to Consolidated Financial Statements.
Statutory Combined Ratios. The change in the statutory combined ratio from 80.5%
in 1998 to 86.4% in 1999 was an anticipated increase in the loss ratio due to
management's continuing emphasis on larger accounts in the Ultimate Loss
Insurance program.
- --------------------------------------------------------------------------------
24
<PAGE> 22
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1998 AS COMPARED TO YEAR ENDED DECEMBER 31, 1997
Premiums Written; Premiums Earned. Premiums written increased 87.6% from
$11,179,561 in 1997 to $20,971,405 in 1998, while premiums earned increased
86.8% from $11,169,243 in 1997 to $20,869,288 in 1998. Premiums increased due to
strong performance in the Company's expanding core product lines of business.
Premiums written for Ultimate Loss Insurance increased 119.2% from $7,656,552 in
1997 to $16,784,547 in 1998. Premiums earned for Ultimate Loss Insurance
increased 119.2% from $7,620,000 in 1997 to $16,701,678 in 1998. The increase in
premiums written and premiums earned was primarily attributable to six major
financial institutions added as customers during 1998 with projected annual
premiums for each in excess of $500,000. Sixty smaller financial institutions
generating individual annualized premiums ranging from $10,000 to $100,000 were
also added as customers throughout the year. In addition, a new creditor-placed
collateral and mortgage protection program added during 1997 recorded, in the
aggregate, $624,691 and $462,843 of premiums written and $266,578 and $421,765
of premiums earned during 1997 and 1998, respectively. Premiums written for the
Bonded Service program increased 18.8% from $3,422,032 in 1997 to $4,066,883 in
1998, while premiums earned from the Bonded Service program increased 18.8% from
$3,420,793 in 1997 to $4,064,285 in 1998. The increases in premiums written and
premiums earned on the Bonded Service program were primarily attributable to
increases in employee enrollment among existing trust members resulting in
higher service fees.
Net Investment Income. Net investment income decreased 7.9% from $1,527,549 in
1997 to $1,407,090 in 1998. Net realized gains on investments decreased from
$182,734 in 1997 to $67,274 in 1998 principally due to recent stock market
declines. The Company's investment strategy is based on current market
conditions and other factors which it reviews from time to time. The Company's
investment portfolio is concentrated in municipal tax-free investment-grade
securities. The Company's investment in non-investment-grade fixed maturity
investments is insignificant. The average yield on the investment portfolio was
5.3% in 1997 and 1998.
Claims Administration Fees. Claims administration fees generated by BCIS
Services, a consolidated subsidiary, accounted for $658,884 of the revenues for
1997 and $570,302 in 1998. The decrease of 13.4% was primarily attributable to a
decline in claims processing and servicing responsibilities in 1998.
Title and Appraisal Fees. Title services and appraisal fees generated by Custom
Title, a consolidated subsidiary, accounted for $1,593,556 of the revenues for
1997 and $1,959,384 in 1998. Custom Title commenced business operations in Ohio
during the second quarter of 1997.
Management Fees. Management fees increased from $809,345 in 1997 to $1,328,083
in 1998. The increase was attributed to recognition of favorable results from a
closed year of operations of the Bonded Service program. The Company expects
management fees to vary from year to year depending on claims experience in the
Bonded Service program. See Note 1(k) to the Notes to Consolidated Financial
Statements.
Other Income. Other income decreased from $71,824 in 1997 to $63,566 in 1998
primarily as a result of recording $63,657 as a reimbursement for operating
expenses previously incurred from an insurance product line sold during the
second quarter of 1997. Expenses totaling $72,980 for this business are recorded
on the income statement as general and administrative expenses in 1997.
Losses and Loss Adjustment Expenses, Net of Reinsurance Recoveries. Losses and
loss adjustment expenses totaled $6,070,954, or 54.4% of premiums earned in 1997
versus $13,340,737, or 63.9% of premiums earned in 1998. Losses and loss
adjustment expenses, as a percentage of premiums earned, increased for the
comparable period because net premiums earned increased at a lower percentage
rate than the percentage rate increase in losses and loss adjustment expenses.
The absolute increase in losses and loss adjustment expenses was attributable to
initial claims primarily associated with two significant policies in the
Ultimate Loss Insurance business which incurred loss and loss adjustment
expenses of $6,498,445. One significant new customer was added during the third
quarter of 1997. See Note 15 to the Notes to Consolidated Financial Statements.
Total loss and loss adjustment expenses for the Ultimate Loss Insurance program
increased 142.9% from $5,106,930 in 1997 to $12,576,801 in 1998. Loss and loss
adjustment expenses for the Bonded Service program decreased 55.2% from $576,502
in 1997 to $268,101 in 1998 due to improved loss experience on prior year
reserves.
Operating Expense. Operating expense consists of commission expense, other
insurance operating expense, amortization of deferred policy acquisition costs
and general and administrative expenses. Operating expense increased 36.5% from
$5,727,802 in 1997 to $7,821,184 in 1998. Commission expense increased 49.9%
from $1,565,826 in 1997 to $2,346,798 in 1998, primarily due to higher direct
commissions associated with a new agency program in the Ultimate Loss Insurance
program and both higher direct and contingent commissions associated with the
increase in gross premiums written in the Bonded Service program. Other
insurance operating expenses increased 43.3% from $1,692,041 in 1997 to
$2,423,997 in 1998, primarily due to increases in allocable salaries and related
benefits, legal, premium taxes and consulting. General and administrative
expenses increased 23.5% from $2,469,935 in 1997 to $3,050,389 in 1998 primarily
due to recognition of twelve months of operating and administrative expenses
incurred by Custom Title (a purchase business combination April 2, 1997) versus
nine months of expense recognition during 1997. Additionally, salaries and
related costs, consulting and depreciation increased during 1998. BCIS Services
incurred operating expenses of $619,032 in 1997 compared with $561,602 in 1998
and Custom Title incurred operating expenses of $1,599,516 during 1997 compared
with $2,124,533 in 1998.
Interest Expense. Interest expense decreased from $362,997 in 1997 to $285,030
in 1998 due to lower borrowing levels on the Company's revolving credit line.
Federal Income Taxes. The difference between federal income taxes, $967,354 in
1997 and $1,356,342 in 1998, resulted from higher pre-tax income and lower
permanent tax differences resulting in a higher effective tax rate. See Note 7
to the Notes to Consolidated Financial Statements.
Statutory Combined Ratios. The change in the statutory combined ratio from 76.3%
in 1997 to 80.5% in 1998 was an anticipated increase in the loss ratio due to
management's continuing emphasis on larger accounts in the Ultimate Loss
Insurance program.
- --------------------------------------------------------------------------------
25
<PAGE> 23
- --------------------------------------------------------------------------------
DISCONTINUED PRODUCTS
In November 1998, one of the Company's significant Ultimate Loss Insurance
program customers closed their auto finance division. This customer represented
25.3% of the Company's premiums written and 25.4% of the Company's premiums
earned for 1998 versus 11.0% and 11.0% for 1997, respectively.
The Company recorded $63,657 as a reimbursement for operating expenses
previously incurred from a product line sold May 31, 1997. The business was
engaged (during five months of 1997) in administering and marketing of service
contracts on consumer goods. Expenses incurred, totaling $72,980, are included
in general and administrative expenses in 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company is an insurance holding company whose principal asset is the stock
of Ohio Indemnity. The Company is, and will continue to be, dependent on
dividends from Ohio Indemnity to meet its liquidity requirements, including debt
service obligations. The Company has a $10 million credit facility to fund
working capital requirements. Based on statutory limitations, the maximum amount
of dividends that the Company would be able to receive in 2000 from Ohio
Indemnity, absent regulatory consent, is $3,644,602. See Note 10 to the Notes to
Consolidated Financial Statements.
Ohio Indemnity derives its funds principally from net premiums written,
reinsurance recoveries, investment income and contributions of capital from the
Company. The principal use of these funds is for payment of losses and loss
adjustment expenses, commissions, operating expenses and income taxes. Net cash
provided by operating activities equaled $2,291,171, $4,404,312 and $5,156,635
for the years ended December 31, 1997, 1998 and 1999, respectively. Net cash
provided by (used in) financing activities was $(596,877), $(750,000) and
$215,016 for the years ended December 31, 1997, 1998 and 1999, respectively. Net
cash used in investing activities of the Company was $1,229,263, $218,461 and
$7,552,507 for the years ended December 31, 1997, 1998 and 1999, respectively.
BCIS Services derives its funds principally from claims administration fees,
Custom Title from title and appraisal fees and Paul Boardway from commission
fees which are sufficient to meet their respective operating obligations.
Although it is impossible to estimate accurately the future cash flows from the
operations of these business segments, management believes the Company's
effective capital costs may increase. Management is actively exploring further
avenues for preserving capital and improving liquidity.
The Company's balance sheet liquidity remains favorable as evidenced by invested
assets that significantly exceed liabilities. The liquidity position has been
enhanced by increased premiums, positive underwriting, favorable loss experience
and investment income.
The Company maintains a level of cash and liquid short-term investments which it
believes will be adequate to meet anticipated payment obligations without being
required to liquidate intermediate-term and long-term investments through the
end of 2000. Due to the nature of the risks the Company insures, losses and loss
adjustment expenses emanating from its policies are characterized by relatively
short settlement periods and quick development of ultimate losses compared to
claims emanating from other types of insurance products. Therefore, the Company
believes that it can estimate its cash needs to meet its loss and expense
payment obligations through the end of 2000.
The Company's investments at December 31, 1999 consisted primarily of
investment-grade fixed income securities. Cash and short-term investments at
December 31, 1999 amounted to $9,048,516, or 26.1% of total cash and invested
assets. The fair values of the Company's held to maturity fixed income
securities are subject to market fluctuations but are carried on the balance
sheet at amortized cost because the Company has the ability and intent to hold
held to maturity fixed income securities to maturity or put date. Available for
sale fixed income securities are reported at fair value with unrealized gains or
losses, net of applicable deferred taxes, reflected in accumulated other
comprehensive income. The Company earned net investment income of $1,527,549,
$1,407,090 and $1,722,674 for the years ended December 31, 1997, 1998 and 1999,
respectively.
Interest rate risk is the risk that interest rates will change and cause a
decrease in the value of an insurer's investments. The Company mitigates this
risk by attempting to ladder the maturity schedule of its assets with the
expected payouts of its liabilities. To the extent that liabilities come due
more quickly than assets mature, the Company would have to sell assets prior to
maturity and recognize a gain or loss.
The Company's total shareholders' equity increased from $22,504,482 in 1998 to
$25,193,289 in 1999 representing a 11.9% increase over the two-year period.
Driven by profitable operating earnings, the increase in total shareholders'
equity has strengthened the Company's capital position.
All material capital commitments and financial obligations of the Company are
reflected in the Company's financial statements, except the Company's risk on
surety bonds and state mandated performance bonds, written in connection with
the Bonded Service program. The financial statements include reserves for losses
on such programs for any claims filed and for an estimate of incurred but not
reported losses. Such reserves were $405,100 and $396,000 at December 31, 1999
and 1998, respectively.
Under applicable insurance statutes and regulations, Ohio Indemnity is required
to maintain prescribed amounts of capital and surplus as well as statutory
deposits with the appropriate insurance authorities. Ohio Indemnity is in
compliance with all applicable statutory capital and surplus requirements. Ohio
Indemnity's investments consist only of permitted investments under Ohio
insurance laws.
NAIC guidelines recommend that a property/casualty insurer's ratio of annual
statutory net premiums written to statutory surplus be no greater than 3 to 1.
At December 31, 1999, the ratio of combined annual statutory net premiums
written by the Subsidiary to its combined statutory surplus was approximately
1.0 to 1.0. The relative capital position is reflective of the Company's low
underwriting leverage and conservative investment risk profile.
- --------------------------------------------------------------------------------
26
<PAGE> 24
- --------------------------------------------------------------------------------
DISCLOSURE ABOUT MARKET RISK
The following discussion about the Company's risk-management activities includes
"forward-looking statements" that involve risk and uncertainties. Actual results
could differ materially from those projected in the forward-looking statements.
Market risk is the risk of loss arising from adverse changes in market rates and
prices, such as interest rates, foreign currency exchange rates, and other
relevant market rate or price changes. Market risk is directly influenced by the
volatility and liquidity in the markets in which the related underlying assets
are traded. The following is a discussion of the Company's primary market risk
exposures and how those exposures are currently managed as of December 31, 1999.
The Company's market risk sensitive instruments are entered into for purposes
other than trading.
The carrying value of the Company's investment portfolio as of December 31, 1998
was $32,258,489, 64% of which is invested in fixed maturity securities and 21%
of which is invested in short-term investments. The primary market risk to the
investment portfolio is interest rate risk associated with investments in fixed
maturity securities as well as fixed-rate short-term investments. The Company's
exposure to equity risk is not significant. The Company has no foreign exchange
risk or direct commodity risk.
For fixed maturity securities, the short-term liquidity needs and the potential
liquidity needs of the business are key factors in managing the portfolio. The
portfolio duration relative to the liabilities' duration is primarily managed
through cash market transactions. For additional information regarding the
Company's objectives and strategies pertaining to the investment portfolio, see
the Liquidity and Capital Resources section of this Management's Discussion and
Analysis.
For the Company's investment portfolio, there were no significant changes in the
Company's primary market risk exposures or in how these exposures are managed
compared to the year ended December 31, 1998. The Company does not anticipate
significant changes in the Company's primary market risk exposures or in how
those exposures are managed in future reporting periods based upon what is known
or expected to be in effect in future reporting periods.
The following table summarizes the financial instruments held by the Company at
December 31, 1999, which are sensitive to changes in interest rates. The
instruments held by the Company are held for purposes other than trading.
Excluded from the financial instruments shown below, are those fixed-rate
instruments with a maturity of less than twelve months at December 31, 1999, as
we have determined the interest rate risk related to these instruments to be
relatively immaterial. Also excluded from the cash flow information disclosed
below are cash receipts and payments related to interest.
In the normal course of business, the Company also faces risks that are either
nonfinancial or non-quantifiable. Such risks principally include credit risk and
legal risk and are not represented in the following table:
<TABLE>
<CAPTION>
PROJECTED CASH FLOWS
--------------------------------------------------------------------------------------------
DECEMBER 31,
1999
2000 2001 2002 2003 2004 THEREAFTER TOTAL FAIR VALUE
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Fixed maturity securities:
Held to maturity................. $1,424,000 $900,000 $1,180,000 $ 100,000 $ 135,000 $ 1,120,000 $4,859,000 $ 4,897,428
Available for sale............... 15,649,618
Loans to affiliates................ 430,620 430,620 404,566
Weighted Average Interest Rate:
Fixed maturity securities........ 4.23% 5.07% 6.22% 6.23% 6.80% 5.18%
Loans to affiliates.............. 0.00%
</TABLE>
The amounts reported as cash flows in the above table for held-to-maturity fixed
maturities represent par values at maturity date or call date, if applicable.
The fair values of fixed maturities as disclosed in the above table are based
upon quoted market prices or dealer quotes for comparable securities. The fair
values of the fixed rate short-term investments, as well as the loans to
affiliates are based upon the amount of total cash flows discounted over the
applicable term at interest rates that approximate market yields on similar
investments at December 31, 1999. The fair value of the notes payable is based
on the amount of cash flows discounted over the applicable term at the Company's
borrowing rate at December 31, 1999. The cash flows for the loans to affiliates
and notes payable represent the principal amounts outstanding at December 31,
1999 at respective due dates.
FACTORS TO CONSIDER FORWARD LOOKING
Going forward, management will consider underwriting, acquisition and investment
opportunities which fit the Company's strategy of penetrating niche markets.
These decisions will be in areas where management feels they have an
understanding of the underwriting and inherent risks. Management is intent on
adding independent agents to expand its market presence. The Company will
further concentrate on penetrating larger financial institutions for collateral
protection insurance and expanding financial institution programs to include
mortgage collateral insurance. Opportunities will be considered for underwriting
additional non-profit organizations as they continue to consolidate into
national trusts and seek to retain and transfer their unemployment claim
exposure.
- --------------------------------------------------------------------------------
27
<PAGE> 25
- --------------------------------------------------------------------------------
On January 24, 2000, the Company entered into an agreement for the sale of
Custom Title Services, Inc. as part of an overall strategy to focus on
historically profitable core lines of business. On February 29, 2000, Westford
Group, Inc. was merged with and into the Company. Management expects neither of
these transactions will have a material adverse effect on the Company's
operating results.
YEAR 2000 READINESS DISCLOSURE
The Company has completed its Year 2000 readiness initiatives and did not
experience any significant problems as a result of the millennium change. The
Company does not anticipate any continued business impacts related to this
issue. The Company incurred approximately $52,200 on all of its Year 2000
efforts.
TRENDS
Management does not know of any trends, events or uncertainties that will have,
or that are reasonably likely to have, a material effect on the Company's
liquidity, capital resources or results of operations.
The Company's results of operations have varied from quarter to quarter
principally because of fluctuations in underwriting results. The Company's
experience indicates that more loans for automobile purchases are financed
during summer months due to seasonal consumer buying habits. Title and appraisal
fees are closely related to the level of real estate activity and the average
price of real estate sales. The availability of funds to finance purchases
directly affects real estate sales. Other factors include consumer confidence,
economic conditions, supply and demand, mortgage interest rates and family
income levels. Historically, the first quarter has had the least real estate
activity, while the remaining quarters have been more active. Fluctuations in
mortgage interest rates can cause shifts in real estate activity outside the
normal seasonal pattern.
FORWARD-LOOKING INFORMATION
Statements in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" that indicate the Company's or management's
intentions, hopes, beliefs, expectations or predictions of the future are
forward-looking statements. It is important to note that the Company's actual
results could differ materially from those projected in such forward-looking
statements. Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. The future results and shareholder
values of the Company may differ materially from those expressed in these
forward-looking statements. Many of the factors that will determine these
results and values are beyond the Company's ability to control or predict.
Shareholders are cautioned not to put undue reliance on forward-looking
statements. In addition, the Company does not have an intention or obligation to
update forward-looking statements after the date hereof, even if new
information, future events, or other circumstances have made them incorrect or
misleading. For those statements, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
INFLATION
Although the cumulative effects of inflation on premium growth cannot be fully
determined, increases in the retail price of automobiles have generally resulted
in increased amounts being financed which constitutes one of the bases for
determining premiums on Ultimate Loss Insurance. Despite relatively low
inflation during 1999, the Company has experienced no material adverse
consequences with respect to its growth in premiums.
INSURANCE REGULATORY MATTERS
On June 20, 1997, the Ohio Department of Insurance issued its triennial
examination report on Ohio Indemnity as of December 31, 1996. The examiners
reported that the financial statements set forth in the report reflected the
financial condition of Ohio Indemnity. Management is not aware of any
recommendations by regulatory authorities which would have, or are reasonably
likely to have, a material effect on the Company's liquidity, capital resources
or results of operations.
The NAIC has developed a risk-based capital measurement formula to be applied to
all property/casualty insurance companies. This formula calculates a minimum
required statutory net worth, based on the underwriting, investment, credit,
loss reserve and other business risks inherent in an individual company's
operations. Under the current formula, any insurance company which does not meet
threshold risk-based capital measurement standards could be forced to reduce the
scope of its operations and ultimately could become subject to statutory
receivership proceedings. Based on the Company's analysis, it appears that the
Company's total adjusted capital is in excess of all required action levels and
that no corrective action will be necessary. The Risk Based Capital provisions
have been enacted into the Ohio Revised Code.
RESERVES
The amount of incurred losses and loss adjustment expenses is dependent upon a
number of factors, including claims frequency and severity, and the nature and
types of losses incurred and the number of policies written. These factors may
fluctuate from year to year and do not necessarily bear any relationship to the
amount of premiums written or earned.
As claims are incurred, provisions are made for unpaid losses and loss
adjustment expenses by accumulating case reserve estimates for claims reported
prior to the close of the accounting period and by estimating IBNR claims based
upon past experience modified for current trends. Notwithstanding the
variability inherent in such estimates, management believes that the provisions
made for unpaid losses and loss adjustment expenses are adequate to meet claims
obligations of the Company. Such estimates are reviewed monthly by management
and annually by an independent consulting actuary and, as adjustments thereto
become necessary, such adjustments are reflected in the Company's results of
operations. The Company's independent consulting actuary has opined that loss
and loss adjustment expense reserve levels, as of December 31, 1999, were
reasonable.
- --------------------------------------------------------------------------------
28
<PAGE> 26
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BANCINSURANCE CORPORATION
SELECTED FINANCIAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums earned $25,215,631 $20,869,288 $11,226,584 $10,138,104 $19,783,307 $25,535,824 $19,787,858
Investment and other income 6,046,276 5,328,425 4,661,158 2,566,770 2,027,037 2,140,734 1,879,007
Total revenues 31,261,907 26,197,713 15,830,401 12,704,874 21,810,344 27,676,558 21,666,865
Losses and loss adjustment
expenses, net of
reinsurance recoveries 15,755,350 13,340,737 6,070,954 5,404,484 12,760,094 15,564,508 10,918,649
Operating expenses 10,053,359 8,106,214 6,090,799 4,179,093 7,452,466 9,459,652 7,506,212
Operating income 5,453,198 4,750,762 3,668,648 3,121,297 1,597,784 2,652,398 2,826,614
Income taxes 1,564,003 1,356,342 967,354 780,249 176,698 335,403 580,379
Net income 3,889,195 3,394,420 2,701,294 2,341,048 1,421,086 2,316,995 2,294,822
Net income per common
share, diluted(1) $.63 $.55 $.44 $.38 $.23 $.37 $.38
SELECTED BALANCE SHEET DATA
- -----------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------------------
Total assets $42,448,113 $35,948,667 $31,404,432 $28,274,952 $27,750,234 $43,774,264 $43,612,249
Note payable to bank 5,145,000 4,250,000 5,000,000 5,600,000 5,616,132 5,916,132 5,316,132
Net shareholders' equity 25,193,289 22,504,482 19,079,801 15,906,817 13,710,410 11,838,424 9,909,742
</TABLE>
(1) Earnings per share assuming dilution is computed by dividing net income
available to common shareholders by the weighted-average number of
common shares outstanding adjusted for any dilutive potential common
shares for the period and restated for common stock dividends.
- --------------------------------------------------------------------------------
29
<PAGE> 27
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1992 1991 1990 1989 1988 1987 1986 1985
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$10,657,111 $6,852,544 $4,596,382 $3,326,437 $3,327,362 $2,717,607 $2,413,136 $1,760,841
1,241,158 653,300 343,776 379,287 275,331 264,709 192,960 147,136
11,898,269 7,505,844 4,940,158 3,705,724 3,602,693 2,982,316 2,606,096 1,907,977
5,063,855 3,444,370 2,582,505 2,119,556 1,957,693 1,418,484 1,280,981 844,401
3,938,717 2,786,956 1,739,441 1,074,691 774,083 643,867 544,173 480,737
2,895,697 1,274,518 618,212 511,477 870,917 919,965 780,942 582,839
758,167 332,108 178,466 72,596 240,220 258,315 276,392 155,288
2,137,530 942,410 439,746 438,881 630,697 628,226 504,550 273,420
$.35 $.15 $.08 $.08 $.10 $.10 $.08 $.04
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1992 1991 1990 1989 1988 1987 1986 1985
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$28,014,631 $15,534,604 $11,581,617 $7,492,524 $5,755,781 $4,021,011 $3,456,108 $2,680,210
3,500,000 3,350,000 3,600,000 1,600,000 1,650,000 368,000 388,000 408,200
7,581,232 5,239,984 4,247,832 3,685,010 3,342,282 2,777,141 2,255,976 1,930,873
</TABLE>
- --------------------------------------------------------------------------------
30
<PAGE> 28
- --------------------------------------------------------------------------------
MARKET INFORMATION AND DIVIDENDS
Bancinsurance Corporation's common stock trades on the Nasdaq National Market
tier of The Nasdaq Stock Market under the symbol "BCIS." The following table
sets forth, for the periods indicated, the high and low sale prices for the
Company in the over-the-counter market as reported by the National Quotation
Bureau, Inc. The prices shown represent quotation between dealers, without
adjustment for retail markups, markdowns or commissions, and may not represent
actual transactions. On February 10, 2000, the last reported sale price of the
Company's common stock was $5 1/8.
Low Sale High Sale
-------- ---------
March 31, 1998 4 3/8 6 3/8
June 30, 1998 5 3/4 6 3/4
September 30, 1998 5 3/4 6 1/2
December 31, 1998 4 1/2 61/4
March 31, 1999 5 1/4 6 1/2
June 30, 1999 4 1/2 6 1/8
September 30, 1999 4 7/8 6 1/8
December 31, 1999 5 6
HOLDERS
The number of holders of record of the Company's common stock as of February 10,
2000 was 897.
DIVIDENDS
No cash dividends were declared or paid on the Company's outstanding common
stock in the two most recent fiscal years. The Company intends to retain
earnings to finance the growth of its business and the business of Ohio
Indemnity, BCIS Services and Custom Title and, therefore, does not anticipate
paying any cash dividends to holders of its common stock. Any determination to
pay dividends in the future will be at the discretion of the Company's Board of
Directors and will be dependent upon the Company's results of operations,
financial condition, legal and regulatory restrictions, and other factors deemed
relevant at the time. Reference is made to Note 10 to the Notes to Consolidated
Financial Statements for a description of the restrictions on payment of
dividends to the Company from the Subsidiary.
ANNUAL MEETING
The annual meeting of shareholders will be held on May 30, 2000, at 10:00 a.m.
local time, at the offices of Porter, Wright, Morris & Arthur LLP, 41 South High
Street, 29th Floor, Columbus, Ohio.
- --------------------------------------------------------------------------------
31
<PAGE> 1
<TABLE>
<CAPTION>
EXHIBIT 21 - SUBSIDIARIES OF THE COMPANY
---------------------------
---------------------------------------------
BANCINSURANCE
CORPORATION
----------------------------------------------
<S> <C> <C> <C>
- ---------------------- ------------------------------- ----------------------------- -----------------------------
100% 100% 100% 100%
OHIO INDEMNITY COMPANY PAUL BOARDWAY & ASSOCIATES, INC. BCIS SERVICES, INC. CUSTOM TITLE
(An Insurance Company) (An Insurance Agency) (A Cost Containment Provider) (A Title Lien Search Company)
- ---------------------- ------------------------------- ------------------------------ -----------------------------
</TABLE>
- ---------------------------------------------
BANCINSURANCE
CORPORATION
- ----------------------------------------------
-----------------------------
100%
BIC MANAGEMENT, INC.
(A Cost Containment Provider)
-----------------------------
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Bancinsurance Corporation's 1984 Stock Option Plan and the 1994 Stock Option
Plan on Form S-8 of our report dated March 13, 2000, on our audits of the
consolidated financial statements of Bancinsurance Corporation as of December
31, 1999 and 1998 and for the years ended December 31 1999, 1998 and 1997 which
report is incorporated by reference in this Annual Report on Form 10-K and our
report dated March 13, 2000 on the financial statement schedules of
Bancinsurance Corporation as of December 31, 1999 and 1998 and for the years
ended December 31, 1999, 1998 and 1997, included in this Annual Report on Form
10-K.
/s/PricewaterhouseCoopers LLP
Columbus, Ohio
March 13, 2000
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<DEBT-HELD-FOR-SALE> 15,649,618
<DEBT-CARRYING-VALUE> 4,902,028
<DEBT-MARKET-VALUE> 4,897,428
<EQUITIES> 5,059,639
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 32,258,489
<CASH> 2,401,312
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 42,448,113
<POLICY-LOSSES> 5,272,601
<UNEARNED-PREMIUMS> 2,430,776
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 5,145,000
0
0
<COMMON> 1,794,141
<OTHER-SE> 23,399,148
<TOTAL-LIABILITY-AND-EQUITY> 42,448,113
25,215,631
<INVESTMENT-INCOME> 1,495,848
<INVESTMENT-GAINS> 226,826
<OTHER-INCOME> 4,323,602
<BENEFITS> 15,755,350
<UNDERWRITING-AMORTIZATION> 9,790,718
<UNDERWRITING-OTHER> 262,641
<INCOME-PRETAX> 5,453,198
<INCOME-TAX> 1,564,003
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</TABLE>
