<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to _________________
Commission file number 1-9138
FIRST CENTRAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 11-2648222
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
266 MERRICK ROAD, LYNBROOK, NEW YORK 11563
(Address of principal executive offices)
(Zip Code)
(516) 593-7070
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------- ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Shares Outstanding at
Title of Class May 14, 1996
-------------- ---------------------
<S> <C>
Common Stock, Par Value $.10 Per Share 5,986,608
</TABLE>
<PAGE>
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
ITEM I FINANCIAL STATEMENTS......................................... 1
Consolidated Balance Sheets.................................. 1
Consolidated Statements of Income............................ 3
Consolidated Statements of Changes in Shareholders' Equity... 4
Consolidated Statements of Cash Flows........................ 5
Notes to Consolidated Financial Statements................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................... 7
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................. 10
SIGNATURES................................................... 15
</TABLE>
<PAGE>
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST CENTRAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
----------------- -----------------
(UNAUDITED) *
<S> <C> <C>
ASSETS
Investments
Securities available-for-sale, at market value:
Fixed maturities (amortized cost 1996 - $36,655,437;
1995 - $35,181,479) $ 35,952,238 $ 35,640,019
Equity securities, (cost: 1996 - $24,248,540;
1995 - $28,011,278) 24,893,270 28,704,546
Securities held-to-maturity at amortized cost (market:
1996 - $32,671,006; 1995 - $33,693,837) 33,081,196 33,415,757
Short-term investments, at cost, which approximates
market 7,611,395 2,918,369
----------------- ------------------
Total Investments 101,538,099 100,678,691
Cash 2,096,386 1,499,829
Accrued investment income 1,026,050 835,720
Agents' balances, less allowance for doubtful accounts
(1996 - $1,544,074; 1995 - $1,554,074) 17,694,209 17,871,850
Reinsurance receivables on unpaid losses 22,317,502 19,541,811
Reinsurance receivables on paid losses 166,390 817,681
Prepaid reinsurance premiums 7,517,019 8,206,455
Federal income taxes recoverable 1,967,225 2,467,225
Other receivables 279,992 333,234
Deferred policy acquisition costs 6,121,461 6,351,976
Deferred debenture costs 419,975 438,603
Deferred income taxes 5,035,000 4,465,000
Property, plant and equipment less accumulated
depreciation (1996 - $1,685,006; 1995 - $1,639,866) 4,468,228 4,523,949
Other Assets 448,648 428,325
----------------- ------------------
$ 171,096,184 $ 168,460,349
================= ==================
</TABLE>
* The balance sheet at December 31, 1995 has been derived from audited
consolidated financial statements at that date.
The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------------ -----------------
(UNAUDITED) *
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Policy Liabilities
Unpaid losses $ 83,210,961 $ 78,887,340
Unpaid loss adjustment expenses 8,395,294 7,749,141
Unearned premiums 34,025,793 36,295,661
--------------- --------------
Total Policy Liabilities 125,632,048 122,932,142
Funds held for reinsurance treaty 3,466,796 3,704,947
Reinsurance payable 1,005,778 1,393,663
Convertible subordinated debentures 6,330,000 6,330,000
Other liabilities 1,472,812 761,988
--------------- --------------
Total Liabilities 137,907,434 135,122,740
--------------- --------------
Commitments and Contingencies
Shareholders' Equity
Common Stock, par value $.10 per share;
authorized - 20,000,000 shares; issued (1996 -
6,576,512 shares; 1995 - 6,576,512 shares) 658,902 658,902
Additional paid-in capital 13,209,395 13,209,395
Net unrealized depreciation on securities
available-for-sale, net of deferred taxes of
(1996 - $20,000; 1995 - $392,000) (38,469) 759,806
Retained earnings 23,476,314 22,826,898
--------------- --------------
37,306,142 37,455,001
Less treasury stock, at cost (1996 - 600,404
shares; 1995 - 600,404 shares) (4,117,392) (4,117,392)
--------------- --------------
Total Shareholders' Equity 33,188,750 33,337,609
--------------- --------------
$ 171,096,184 $ 168,460,349
=============== ==============
</TABLE>
* The balance sheet at December 31, 1995 has been derived from audited
consolidated financial statements at that date.
The accompanying notes are an integral part of these statements.
2
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<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1996 1995
----------------- -----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Revenues
Premiums Written - Direct $ 15,039,411 $ 17,890,742
Reinsurance ceded (3,683,703) (3,321,296)
-------------- --------------
Net Premiums Written 11,355,708 14,569,446
Decrease (Increase) in unearned
premiums 1,580,432 (1,745,885)
-------------- --------------
Net Premiums Earned 12,936,140 12,823,561
Net investment income 1,195,497 1,249,867
Realized gain on investments 722,125 181,246
Claims adjusting revenues 192,276 148,513
Rental income 52,210 129,745
-------------- --------------
Total Revenues 15,098,248 14,532,932
-------------- --------------
Expenses
Losses 6,321,175 5,917,693
Loss adjustment expense 3,043,801 2,024,370
Policy acquisition costs 2,918,235 3,247,257
Interest expense 142,481 151,528
Doubtful accounts 127,731 87,582
Other operating expenses 1,346,690 1,263,501
-------------- --------------
Total Expenses 13,900,113 12,691,931
-------------- --------------
Income Before Income Taxes 1,198,135 1,841,001
Federal and State Income Taxes 367,400 368,500
-------------- --------------
Net Income $ 830,735 $ 1,472,501
============== ==============
Per Share Data:
Net Income:
Primary $0.14 $0.25
===== =====
Fully Diluted $0.13 $0.23
===== =====
Cash Dividends Paid $0.03 $0.03
===== =====
</TABLE>
The accompanying notes are an integral part of these statements.
3
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<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
NET UNREALIZED
DEPRECIATION ON
ADDITIONAL SECURITIES
COMMON STOCK PAID-IN AVAILABLE RETAINED TREASURY STOCK
SHARES AMOUNT CAPITAL FOR SALE EARNINGS SHARES AMOUNT TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1995* 6,589,012 $658,902 $13,209,395 $759,806 $22,826,898 600,404 $(4,117,392) $33,337,609
Add (deduct):
Net income 830,735 830,735
Cash dividends declared
(.03 per share) (181,319) (181,319)
Increase in unrealized
depreciation (798,275) (798,275)
- -----------------------------------------------------------------------------------------------------------------------------------
Balances at March 31, 1996 6,589,012 $658,902 $13,209,395 $(38,469) $23,476,314 600,404 $(4,117,392) $33,188,750
===================================================================================================================================
* The balance sheet at December 31, 1995 has been derived from audited
consolidated financial statements at that date.
The accompanying notes are an integral part of these statements.
4
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<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1996 1995
----------------- -----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 830,735 $ 1,472,501
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of deferred policy acquisition costs 6,351,976 7,339,084
Provision for depreciation and amortization 69,771 143,192
Provision for losses on uncollectible receivables 127,732 87,581
Net realized investment gains (722,125) (181,246)
Provision for deferred federal income taxes (158,003) (231,000)
Changes in operating assets and liabilities
(Increase) decrease in accrued investment income (190,330) 112,454
Change in agents' balances and unearned premiums (1,768,674) 1,472,357
Change in unpaid losses, unpaid loss adjustment
expenses, and reinsurance recoverables 2,845,374 2,131,561
Deferred policy acquisition costs (6,121,461) (7,592,070)
Other items, net 843,105 (879,537)
-------------- --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,108,100 3,874,877
-------------- --------------
INVESTING ACTIVITIES
Purchases of fixed maturities (31,736,959) (9,745,075)
Sales and maturities of fixed maturities 30,220,200 4,940,543
Purchases of equity securities (3,816,416) (3,408,236)
Sales of equity securities 8,685,397 4,833,893
Net (purchases) sales of short-term investments (4,693,026) 3,536,170
Net sales (purchases) of property, plant and equipment 10,581 (3,638,591)
-------------- --------------
NET CASH USED IN INVESTING ACTIVITIES (1,330,223) (3,481,296)
-------------- --------------
FINANCING ACTIVITIES
Reduction of Convertible Subordinated Debentures - (250,000)
Principal payments on capital lease obligations - (27,637)
Cash dividend paid (181,320) (181,476)
Purchases of treasury stock - (163,875)
-------------- --------------
NET CASH USED IN FINANCING ACTIVITIES (181,320) (622,988)
-------------- --------------
INCREASE (DECREASE) IN CASH 596,557 (229,407)
CASH AT BEGINNING OF YEAR 1,499,829 409,612
-------------- --------------
CASH AT END OF YEAR $ 2,096,386 $ 180,205
============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 284,907 $ 307,266
============== ==============
Income Taxes $ 31,866 $ 809,160
============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
5
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<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
1. BASIS OF PRESENTATION
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of results for the interim periods. The financial statements for
the periods reported should be read in conjunction with the financial statements
and related notes contained in First Central's Annual Report on Form 10-K for
the year ended December 31, 1995.
2. PER SHARE DATA
Income per common share is based upon the weighted average number of
shares outstanding for the periods reported. Such weighted average number of
shares outstanding were as follows:
For the three-month period ended March 31,
<TABLE>
<CAPTION>
Basic Primary Fully Diluted
----- ------- -------------
<S> <C> <C> <C>
1996......... 5,986,910 6,021,871 6,877,563
1995......... 5,961,414 5,924,905 6,840,116
</TABLE>
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost and consists of the
following:
<TABLE>
<S> <C>
Land $ 1,000,000
Building 3,039,313
Equipment 2,113,921
-------------
Sub-total 6,153,234
Less accumulated depreciation 1,685,006
-------------
Total $ 4,468,228
=============
</TABLE>
6
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL INFORMATION
First Central Financial Corporation ("First Central") was incorporated
on May 18, 1983 under the laws of the State of New York. It is the parent
corporation of First Central Insurance Company ("First Central Insurance") and
Mercury Adjustment Bureau, Inc. ("Mercury"). First Central Insurance is a New
York licensed property and casualty insurance company which underwrites the
following types of insurance primarily in the State of New York: Commercial
Multiple Peril, Workers' Compensation, General Liability, Automobile Liability
and Automobile Physical Damage. First Central Insurance is licensed to
underwrite insurance in the states of New York, Pennsylvania, Maryland,
Delaware, and Connecticut. Mercury, a claims adjustment company, was acquired by
First Central in September, 1988.
NET INCOME - EARNINGS
First Central reported net income for the three-month period ended March
31, 1996 of $830,735 or $0.14 per share primary and $0.13 per share fully
diluted. The decrease in net income of 43.6%, in comparison to the corresponding
period ended March 31, 1995, is due primarily to increases in loss and loss
adjustment expenses incurred, doubtful accounts and a decrease in investment
income offset in part by increases in net realized gains, earned premiums and
claims adjusting revenue.
PREMIUMS WRITTEN AND EARNED
Direct written premiums decreased $2,851,331 (15.9%), for the
three-month period ended March 31, 1996, in comparison to the corresponding
period of 1995. The decrease in premium volume was primarily a result of First
Central Insurance not renewing two general liability policies which accounted
for approximately $3,000,000 in direct written premiums during the first quarter
of 1996.
Net premiums earned increased $112,579 (0.9%), for the three-month
period ended March 31, 1996, when compared to the same period in 1995.
NET INVESTMENT INCOME; REALIZED GAINS
First Central's net investment income of $1,195,497 for the three-month
period ended March 31, 1996 represents a 4.4% decrease, over the net investment
income from the corresponding period of 1995. The decrease is due primarily to a
reduction in dividends received on equity securities when compared to the three
month period ended March 31, 1995. First Central's net realized gains for the
three-month period ended March 31, 1996 were $722,125, an increase of 298.4%,
over the same period ended March 31, 1995. The increase in net realized gains
resulted primarily from gains realized on the sale of equity securities.
At March 31, 1996 First Central held 35.4% of its invested assets in
fixed maturities available- for-sale, 32.6% in fixed maturities
held-to-maturity, 24.5% in equity securities (common and preferred stocks)
available for sale and 7.5% in short-term investments (principally money
markets). In comparison to March 31, 1995 First Central held 40.7% of its
invested assets in fixed maturities available-for-sale, 12.7% in fixed
maturities held-to-maturity, 40.6% in equity securities (common and preferred
stocks) and 6.0% in short-term investments (principally money markets). At
December 31, 1995, First Central held 35.4% of its invested assets in fixed
maturities available-for-sale, 33.2% in fixed maturities held-to-
7
<PAGE>
<PAGE>
maturity, 28.5% in equity securities (common and preferred stocks) available for
sale and 2.9% in short- term investments.
At March 31, 1996, the total net unrealized loss applicable to First
Central's available-for-sale securities amounted to $38,469, which is net of
deferred taxes of $20,000. At December 31, 1995 the net unrealized gain was
$759,806 net of deferred taxes of $392,000, the change from a net unrealized
gain position to a net unrealized loss is primarily due to a decline in market
value of the Company's fixed maturities available for sale.
In accordance with FASB Statement No. 115, the following is the
investment classifications at March 31, 1996. Under Statement No. 115,
unrealized loss or gains on available-for-sale investments are reported as a
reduction or increase in shareholders equity.
<TABLE>
<CAPTION>
CHARGE TO
MARCH 31, 1996 COST MARKET SURPLUS
------------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt Securities:
Held to Maturity $ 33,081,196 32,671,006 -
Available for Sale 36,655,437 35,952,238 (703,199)
Trading Securities - - -
------------------------------------------------------
69,736,633 68,623,244 (703,199)
Equity Securities:
Available for Sale 24,248,540 24,893,270 644,730
Trading Securities - - -
-------------
Less deferred taxes 20,000
-------------
Reduction of Shareholder's Equity & Investments $ (38,469)
=============
</TABLE>
LOSS AND LOSS ADJUSTMENT EXPENSE
During the three-month period ended March 31, 1996, incurred losses net
of reinsurance increased by 6.8% when compared to the corresponding period in
1995. The increase in net incurred losses is primarily a result of an increase
in outstanding case reserves and paid losses as of March 31, 1996 when compared
to the three-month period ended March 31, 1995.
During the three-month period ended March 31, 1996, incurred loss
adjustment expenses, net of reinsurance, increased by 50.4% when compared to the
corresponding period in 1995. The increase in loss adjustment expenses is due to
an increase in costs associated with claims and litigation primarily due to the
increase of policies written over the last several years.
UNDERWRITING EXPENSES
Underwriting expenses are a combination of policy acquisition costs and
other operating expenses as shown on the income statement.
Policy acquisition costs decreased by 10.1% for the three-month ended
March 31, 1996, as compared to the corresponding period in 1995 primarily due to
the reduction in percentage and volume on First Central Insurance's commission
expense on policies and an increase of commission on
8
<PAGE>
<PAGE>
reinsurance premiums. Other operating expenses increased by 6.6% for the
three-month period ended March 31, 1996 as compared to the corresponding period
in 1995.
PROVISION FOR DOUBTFUL ACCOUNTS
Provision for doubtful accounts decreased 45.8% for the three-month
period ended March 31, 1996 compared to the corresponding period in 1995.
INTEREST EXPENSE
Interest expense decreased 6.0% for the three-month period ended March
31, 1996 when compared to the corresponding period in 1995. This decrease is due
to the reduction in the principal amount outstanding of First Central's
convertible subordinated debentures from $6,505,000 at March 31, 1995 to
$6,330,000 at March 31, 1996.
FINANCING ACTIVITIES
For the three-month period ended March 31, 1996, net cash used in First
Central's investing activities was approximately $1,330,000 as compared to
approximately $3,480,000 from the comparable period in 1995. The decrease in
cash used for investing activities was due to a net decrease in investments in
property, plant and equipment and fixed maturities as offset by net increases in
investments, sales of equity securities, and net increase in purchase of
short-term investments. The decrease in property, plant and equipment was a
result of the Company purchasing its home office in the first quarter of 1995.
LIQUIDITY AND CAPITAL RESOURCES
First Central Insurance's operations generated funds adequate to meet
the business needs of First Central and the First Central Insurance during the
three months ended March 31, 1996.
Management is unaware of any trend which is reasonably likely to result
in an increase or decrease in First Central's liquidity or its capital resources
except that as First Central Insurance's assets and investments have increased,
the availability of investable funds have resulted in increased investment
income and improved cash flow, and hence some increased liquidity of the First
Central Insurance. The liquidity of the investment portfolio of an insurance
company is important to its ability to maximize investment return which is a
significant component of overall profitability.
First Central funded its February 1, 1996 interest payment of $284,850
under its outstanding convertible subordinated debentures from dividends in the
amount of $500,000 it received from First Central Insurance in December 1995.
CAPITAL COMMITMENTS
Neither the Company nor its subsidiaries made any material commitment
for capital expenditures.
9
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<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
3.1 Certificate of Incorporation of First Central Financial Corporation
("First Central") a copy of which was filed with the Commission on
December 6, 1984 as Exhibit 3.1 to First Central's Registration
Statement on Form S-18 (Reg. No. 2-94804-NY) and is hereby incorporated
herein by this reference).
3.2 Certificate of Amendment of Certificate of Incorporation of First
Central dated the 30th day of November 1984 (a copy of which was filed
with the Commission on December 10, 1984 as Exhibit 3.2 to First
Central's Registration Statement on Form S-18 (Reg. No. 2-94804-NY) and
is hereby incorporated herein by this reference).
3.3 Certificate of Amendment of Certificate of Incorporation of First
Central dated July 23, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 3.1 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
3.4 Amended and Restated By-Laws of First Central, dated as of May 18, 1994
(a copy of which was filed with the Commission on August 15, 1994 as
Exhibit 3.2 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
4.1 Specimen copy of First Central's common stock certificate (a copy of
which was filed with the Commission on December 10, 1984 as Exhibit 4.1
to First Central's Registration Statement on Form S-1 (Reg. No.
2-94804-NY), and is hereby incorporated herein by this reference).
4.2 Specimen copy of First Central's 9% Convertible Subordinated Debenture
Due 2000 (a copy of which was filed as Exhibit 4.2 to Registrant's
Amendment No. 1 to its Registration Statement on Form S-1, Reg. No.
33-25264, and is hereby incorporated herein by this reference).
4.3 Indenture dated as of September 1, 1988 between First Central and
United States Trust Company of New York as Trustee (a copy of which was
filed with the Commission on October 31, 1988 as Exhibit 4.3 to First
Central's Registration Statement on Form S-1 (Reg. No. 33-25264), and
is hereby incorporated herein by this reference).
4.4 Form of Common Stock Purchase Warrant (a copy of which was filed with
the Commission on August 15, 1994 as Exhibit 4.4 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
4.5 Form of First Central's 1990 Stock Incentive Plan Stock Option (a copy
of which was filed with the Commission on August 15, 1994 as Exhibit
4.5 to First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
</TABLE>
10
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<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
10.1 Facultative Reinsurance Agreement dated September 25, 1987 between
Munich American Reinsurance Company and First Central Insurance (a copy
of which was filed with the Commission on August 15, 1994 as Exhibit
10.8 to First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
10.2 Addendum No. 1 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated July 28, 1988
(a copy of which was filed with the Commission on August 15, 1994 as
Exhibit 10.9 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
10.3 Addendum No. 2 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated January 1,
1989 (a copy of which was filed with the Commission on August 15, 1994
as Exhibit 10.10 to First Central's Quarterly Report on Form 10-Q and
is hereby incorporated by this reference).
10.4 Addendum No. 3 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated January 1,
1992 (a copy of which was filed with the Commission on August 15, 1994
as Exhibit 10.11 to First Central's Quarterly Report on Form 10-Q and
is hereby incorporated by this reference).
10.5 Addendum No. 4 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated June 18, 1993
(a copy of which was filed with the Commission on August 15, 1994 as
Exhibit 10.12 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
10.6 Addendum No. 5 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated August 9, 1994
(a copy of which was filed with the Commission on March 31, 1995 as
Exhibit 10.6 to First Central's Annual Report on Form 10-K and is
hereby incorporated by this reference).
10.7 Automobile Physical Damage Automatic Binding Agreement between First
Central Insurance and National Reinsurance Corporation, dated December
6, 1994 (a copy of which was filed with the Commission on March 31,
1995 as Exhibit 10.7 to First Central's Annual Report on Form 10-K and
is hereby incorporated by this reference).
10.8 License Agreement dated September 30, 1989, between Policy Management
Systems Corporation and First Central (a copy of which was filed with
the Commission on August 15, 1994 as Exhibit 10.15 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.9 Sublease Agreement dated December 15, 1988 between First Central
Insurance and Simon General (incorporated herein by reference to
Exhibit 10.9 in First Central's Amendment No. 1 to its Registration
Statement on Form S-1, Reg. No. 33-25264).
10.10 Addendum to Sublease dated October 1, 1993 between First Central
Insurance and Simon General (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.17 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
</TABLE>
11
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<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
10.11 Form of Indemnity Agreement (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.20 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.12 Agreement of Tax Allocation between First Central and First Central
Insurance (a copy of which was filed with the Commission on August 15,
1994 as Exhibit 10.21 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.13 Property Facultative Automatic Reinsurance Agreement between First
Central Insurance and North American Reinsurance Corp., effective
January 1, 1993 (a copy of which was filed with the Commission on
August 15, 1994 as Exhibit 10.22 to First Central's Quarterly Report on
Form 10-Q and is hereby incorporated by this reference).
10.14 Subscription Agreement between First Central and The Trustees of
General Electric Pension Trust ("G.E."), dated March 19, 1993 (a copy
of which was filed with the Commission on August 15, 1994 as Exhibit
10.23 to First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
10.15 Common Stock Purchase Warrant (Series B) issued by First Central to
G.E., dated March 19, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.25 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.16 Subscription Agreement, dated April 16, 1993 between First Central and
SBSF Funds, Inc. (a copy of which was filed with the Commission on
August 15, 1994 as Exhibit 10.26 to First Central's Quarterly Report on
Form 10-Q and is hereby incorporated by this reference).
10.17 Common Stock Purchase Warrant (Series B) issued by First Central to
Atwell dated April 16, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.28 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.18 Subscription Agreement, dated December 3, 1993 between First Central
and GE (a copy of which was filed with the Commission on August 15,
1994 as Exhibit 10.29 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.19 Common Stock Purchase Warrant (Series B) issued by First Central to GE,
dated December 3, 1993 (a copy of which was filed with the Commission
on August 15, 1994 as Exhibit 10.30 to First Central's Quarterly Report
on Form 10-Q and is hereby incorporated by this reference).
10.20 Stock Option, dated September 10, 1993, granted to Martin J. Simon by
First Central (a copy of which was filed with the Commission on August
15, 1994 as Exhibit 10.31 to First Central's Quarterly Report on Form
10-Q and is hereby incorporated by this reference).
10.21 Employment Agreement, dated as of March 18, 1994, by and between First
Central and Martin J. Simon (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.32 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.22 Software License Agreement, dated May 4, 1994, between the Wheatley
Group, Ltd. and First Central Insurance (a copy of which was filed with
the Commission on August 15, 1994 as Exhibit 10.33 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
</TABLE>
12
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
10.23 Multiple Line Excess of Loss Reinsurance Agreement between First
Central Insurance and National Reinsurance Corporation, dated January
1, 1994 (a copy of which was filed with the Commission on August 15,
1994 as Exhibit 10.34 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.24 Endorsement No. 1 of Agreement No. 3522-01002 Multiple Line Excess of
Loss Reinsurance Agreement between First Central Insurance and National
Reinsurance Corporation, dated January 1, 1994 (a copy of which was
filed with the Commission on August 15, 1994 as Exhibit 10.35 to First
Central's Quarterly Report on Form 10-Q and is hereby incorporated by
this reference).
10.25 Investment Advisory Agreement, dated June 30, 1994 between First
Central Insurance and Cramer Rosenthal McGlynn, Inc. (a copy of which
was filed with the Commission on August 15, 1994 as Exhibit 10.36 to
First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
10.26 Contract of Sale, dated October 18, 1994 between Lynbrook Court
Associates and First Central Insurance (a copy of which was filed with
the Commission on March 31, 1994 as Exhibit 10.37 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.27 Subscription Agreement, dated August 19, 1994, between First Central
and CRM Retirement Partners, L.P. ("CRM") (a copy of which was filed
with the Commission on March 31, 1994 as Exhibit 10.38 to First
Central's Quarterly Report on Form 10-Q and is hereby incorporated by
this reference).
10.28 Common Stock Purchase Warrant (Series C) issued by First Central to
CRM, dated August 19, 1994 (a copy of which was filed with the
Commission on March 31, 1994 as Exhibit 10.39 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.29 Subscription Agreement, dated August 19, 1994, between First Central
and CRM (a copy of which was filed with the Commission on March 31,
1994 as Exhibit 10.40 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.30 Common Stock Purchase Warrant (Series C) issued by First Central to
CRM, dated August 19, 1994 (a copy of which was filed with the
Commission on March 31, 1994 as Exhibit 10.41 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.31 Subscription Agreement, dated September 2, 1994, between First Central
and National Reinsurance Corp. (a copy of which was filed with the
Commission on March 31, 1994 as Exhibit 10.42 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.32 Common Stock Purchase Warrant (Series C) issued by First Central to
National Reinsurance Corp, dated August 2, 1994 (a copy of which was
filed with the Commission on March 31, 1994 as Exhibit 10.43 to First
Central's Quarterly Report on Form 10-Q and is hereby incorporated by
this reference).
10.33 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Joan M. Locascio (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.37 to First Central's Annual
Report on Form 10-K and is hereby incorporated by this reference).
</TABLE>
13
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
10.34 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Harvey Mass (a copy of which was filed with the Commission
on March 31, 1995 as Exhibit 10.38 to First Central's Annual Report on
Form 10-K and is hereby incorporated by this reference).
10.35 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Raymond F. Brancaccio (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.39 to First Central's Annual
Report on Form 10-K and is hereby incorporated by this reference).
10.36 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Joel I. Dollinger (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.40 to First Central's Annual
Report on Form 10-K and is hereby incorporated by this reference).
10.37 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Allan R. Goodman (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.41 to First Central's Annual
Report on Form 10-K and is hereby incorporated by this reference).
10.38 Employment Agreement, dated as of July 1, 1994 by and between Mercury
and Joseph P. Ciorciari (a copy of which was filed with the Commission
on March 31, 1995 as Exhibit 10.42 to First Central's Annual Report on
Form 10-K and is hereby incorporated by this reference).
*11 Computation of Per Share Earnings.
21 List of Subsidiaries (incorporated by reference to Exhibit 22 to the
Registrant's Amendment No. 1 to its Registration Statement on Form S-1
Reg. No. 33-25264).
27 Financial Data Schedule (filed only with the electronic EDGAR filing of
this document).
</TABLE>
- -------------------------
* filed herewith
B. Reports on Form 8-K.
There were no reports filed on Form 8-K during the three-month period
ended March 31, 1996.
14
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CENTRAL FINANCIAL CORPORATION
DATED: May 14, 1996 BY: /S/ MARTIN J. SIMON
-------------------- --------------------------------------
Martin J. Simon, President
(Chief Executive Officer)
FIRST CENTRAL FINANCIAL CORPORATION
DATED: May 14, 1996 BY: /S/ JOAN M. LOCASCIO
-------------------- --------------------------------------
Joan M. Locascio, Treasurer, Vice President
(Chief Financial and Accounting Officer)
15
<PAGE>
<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION AND SUBSIDIARIES Exhibit 11
COMPUTATION OF PER COMMON SHARE EARNINGS
<TABLE>
<CAPTION>
MARCH 31,
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
PRIMARY
Net income applicable to common shares $ 830,735 $1,472,501 $1,269,266
============ ========== ==========
Weighted average number of primary common shares:
Outstanding 5,986,910 5,924,905 5,710,911
Issuable upon assumed exercise of dilutive warrants 34,961 36,509 45,422
------------ ---------- ----------
TOTAL 6,021,871 5,961,414 5,756,333
============ ========== ==========
Primary earnings per common share 0.138 0.247 0.220
===== ===== =====
FULLY DILUTED
Net income applicable to common shares $ 830,735 $ 1,472,501 $ 1,269,266
Add interest and amortization of debentures
(net of tax) 94,001 97,836 110,558
------------ ------------- -------------
TOTAL $ 924,736 $ 1,570,337 $ 1,379,824
============ ============= =============
Weighted average number of primary common shares 5,986,910 5,924,905 5,710,911
Increase to assumed exercise of stock options and
conversion of convertible debt to reflect maximum
dilution effect 890,653 915,210 980,326
------------ ---------- ----------
TOTAL 6,877,563 6,840,115 6,691,237
============ ========== ==========
Fully diluted earnings per common share 0.134 0.230 0.206
===== ===== =====
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> MAR-31-1996
<DEBT-HELD-FOR-SALE> 35,952,238
<DEBT-CARRYING-VALUE> 33,081,196
<DEBT-MARKET-VALUE> 32,671,006
<EQUITIES> 24,893,270
<MORTGAGE> 0
<REAL-ESTATE> 3,979,181
<TOTAL-INVEST> 101,538,099
<CASH> 2,096,386
<RECOVER-REINSURE> 166,390
<DEFERRED-ACQUISITION> 6,121,461
<TOTAL-ASSETS> 171,096,184
<POLICY-LOSSES> 91,606,255
<UNEARNED-PREMIUMS> 34,025,793
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 6,330,000
<COMMON> 658,902
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 171,096,184
15,039,411
<INVESTMENT-INCOME> 1,195,497
<INVESTMENT-GAINS> 722,125
<OTHER-INCOME> 52,210
<BENEFITS> 9,364,976
<UNDERWRITING-AMORTIZATION> 2,918,235
<UNDERWRITING-OTHER> 1,346,690
<INCOME-PRETAX> 1,198,135
<INCOME-TAX> 367,400
<INCOME-CONTINUING> 830,735
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 830,735
<EPS-PRIMARY> .14
<EPS-DILUTED> .13
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
<PAGE>
