NAVIGATORS GROUP INC
10-Q, 1995-05-15
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>   1
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


For Quarter Ended                 March 31, 1995
                  --------------------------------------------------------------

Commission file number    0-15886
                       ---------------------------------------------------------

                           The Navigators Group, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                      Delaware                         13-3138397
- --------------------------------------------------------------------------------
         (State or other jurisdiction of           (IRS Employer
         incorporation or organization)            Identification No.)


                 123 William Street, New York, New York  10038
- --------------------------------------------------------------------------------
             (Address of principal executive offices)   (Zip Code)


                                 (212) 406-2900
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)


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.

On May 12, 1995 there were 8,151,401 shares of common stock, $0.10 par value
issued and outstanding.
<PAGE>   2
                  THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES
                                     INDEX


<TABLE>
<CAPTION>
                                                                                          Page No.
                                                                                          --------
 <S>                                                                                           <C>
 Part I.  FINANCIAL INFORMATION:

      Balance Sheets
               March 31, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . .       1
      Statements of Income
               Three Months Ended March 31, 1995 and
               Three Months Ended March 31, 1994  . . . . . . . . . . . . . . . . . . . .       2

      Statements of Cash Flows
               Three Months Ended March 31, 1995 and
               Three Months Ended March 31, 1994  . . . . . . . . . . . . . . . . . . . .       3


      Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .       4
      Management's Discussion and Analysis of Financial
               Condition and Results of Operations  . . . . . . . . . . . . . . . . . . .       7

 Part II.  OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12
</TABLE>
<PAGE>   3

                  THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                           March 31, 1995         Dec. 31, 1994
                                                                                           --------------         -------------

                                                                                                        (Unaudited)
<S>                                                                                         <C>                    <C>
ASSETS

Investments:
     Fixed maturities, available for sale, at fair value (amortized cost:  1995,
         $180,008,956; 1994, $174,579,590)                                                  $180,526,530           $174,579,590
     Equity securities, available for sale, at fair value (cost:  1995,
         $4,926,380; 1994, $4,574,115)                                                         6,255,888              5,763,444
     Short-term investments, at cost which approximates market                                22,156,902             19,643,813
                                                                                             -----------            -----------
         Sub-total investments                                                               208,939,320            199,986,847
     Investment in affiliated company                                                          2,451,911              2,386,258
                                                                                             -----------            -----------
             Total investments                                                               211,391,231            202,373,105

Cash                                                                                           2,245,039                730,047
Premiums in course of collection                                                              16,414,349             24,608,943
Commissions receivable                                                                         5,576,191              5,126,953
Accrued investment income                                                                      2,877,922              2,949,340
Prepaid reinsurance premiums                                                                   7,345,598             12,224,772
Reinsurance receivable on paid and unpaid losses
     and loss adjustment expenses                                                            187,501,397            199,888,216
Federal income tax recoverable                                                                 6,247,519              6,406,340
Deferred federal income tax benefit                                                           11,659,047             13,413,513
Deferred policy acquisition costs                                                              2,547,139              2,910,422
Other assets                                                                                   2,981,573              3,399,430
                                                                                             -----------            -----------
         Total assets                                                                       $456,787,005           $474,031,081
                                                                                             ===========            ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
     Reserves for loss and loss adjustment expenses                                         $311,160,073           $314,898,083
     Unearned premiums                                                                        28,250,354             35,721,013
     Reinsurance balances payable                                                              7,008,217             11,002,226
     Loans payable to banks                                                                   22,250,000             25,500,000
     Deferred state & local income taxes                                                       1,238,890              1,221,459
     Notes payable to shareholders                                                             2,594,868              2,608,072
     Accounts payable and other liabilities                                                    1,075,240              5,556,994
                                                                                             -----------            -----------
         Total liabilities                                                                   373,577,642            396,507,847
                                                                                             -----------            -----------

Commitments and contingencies                                                                    --                     --

Stockholders' equity:
     Preferred Stock, $.10 par value, authorized
         1,000,000 shares, no shares issued                                                      --                     --
     Common Stock, $.10 par value
         Authorized 10,000,000 shares
         Issued and outstanding 8,151,401 in 1995 and 8,151,401 in 1994                          815,140                815,140
     Additional paid-in capital                                                               34,983,877             34,983,877
     Net unrealized gains (losses) on securities available for sale (net of
         income taxes (benefits) of $628,008 in 1995 and $(1,212,296) in 1994)                 1,219,074             (2,353,281)
     Foreign currency translation adjustment                                                     193,081                105,033
     Retained earnings                                                                        45,998,191             43,972,465
                                                                                             -----------            -----------
         Total stockholders' equity                                                           83,209,363             77,523,234
                                                                                             -----------            -----------

         Total liabilities and stockholders' equity                                         $456,787,005           $474,031,081
                                                                                             ===========            ===========
</TABLE>

See accompanying notes to interim consolidated financial statements.
<PAGE>   4
                  THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                                March 31
                                                                                      1995                   1994
                                                                                              (Unaudited)
<S>                                                                                <C>                    <C>
Revenues:
     Net premiums earned                                                           $17,718,090            $ 24,024,484
     Commission income                                                               2,594,170               2,640,717
     Net investment income                                                           3,412,370               3,045,425
     Net realized capital gains                                                        (62,147)                241,829
     Other income                                                                      217,123                  32,975
                                                                                    ----------             -----------
         Total revenues                                                             23,879,606              29,985,430
                                                                                    ----------             -----------

Operating expenses:
     Losses and loss adjustment
       expenses incurred                                                            13,112,306              46,603,272
     Commissions                                                                     2,460,155               3,842,029
     Other operating expenses                                                        5,514,635               5,067,459
     Interest expense                                                                  539,923                  85,898
                                                                                    ----------             -----------
         Total operating expenses                                                   21,627,019              55,598,658
                                                                                    ----------             -----------

Operating income (loss) before income taxes                                          2,252,587             (25,613,228)

Income tax expense:
     Current                                                                           308,329              (6,045,202)
     Deferred                                                                          (81,470)             (7,631,974)
                                                                                    -----------            -----------
         Total income tax expense                                                      226,859             (13,677,176)
     Net income (loss)                                                             $ 2,025,728            $(11,936,052)
                                                                                    ==========             ===========

Per share data:
     Average common and common equivalent
       shares outstanding                                                            8,205,946               8,233,140

     Net income (loss)                                                             $      0.25            $      (1.45)
                                                                                    ==========             ===========
</TABLE>



See accompanying notes to interim consolidated financial statements.





                                      -2-
<PAGE>   5
                  THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                 March 31

                                                                        1995                      1994

                                                                                (Unaudited)
 <S>                                                               <C>                        <C>
 Operating activities:
   Net income                                                      $  2,025,728               $(11,936,052)
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
       Depreciation & amortization                                      181,901                     94,527
       Reinsurance receivable on paid
         and unpaid losses and loss
         adjustment expenses                                         12,386,819                (71,712,228)
       Reserve for losses and loss
         adjustment expenses                                         (3,738,010)               109,698,077
       Prepaid reinsurance premiums                                   4,879,174                  1,955,648
       Unearned premiums                                             (7,470,659)                (2,946,690)
       Premiums in course of collection                               8,194,594                  4,062,117
       Commissions receivable                                          (449,238)                   371,800
       Advance to insurance companies                                     --                    (1,334,676)
       Deferred policy acquisition costs                                363,283                    398,304
       Accrued investment income                                         71,418                    160,426
       Reinsurance balances payable                                  (3,994,009)                 1,708,554
       Deposits with reinsurers                                           --                       907,500
       Funds due reinsurers                                               --                       152,760
       Federal income taxes recoverable                                 158,821                 (6,296,424)
       Deferred federal income taxes                                    (85,838)                (7,545,710)
       Net realized losses (gains) on investments                        62,147                   (241,829)
       Other                                                         (1,980,870)                (2,135,780)
                                                                    -----------                -----------
            Net cash provided by operating activities              $ 10,605,261               $ 15,360,324
                                                                    -----------                -----------

 Investing activities:
   Fixed maturities available for sale at fair value:
     Redemption and maturities                                     $    411,010               $  3,675,186
     Sales                                                           21,171,214                  7,437,592
     Purchases                                                      (22,479,777)               (15,966,580)
   Equity securities:
     Sales                                                              152,857                  2,900,126
     Purchases                                                         (476,217)                  (444,142)
   Payable for securities purchased                                  (2,028,556)                   (33,180)
   Net sale (purchases) of short-term investments                    (2,513,089)                (2,769,793)
   Purchase of property and equipment                                   (64,507)                  (341,118)
                                                                    ------------               -----------
            Net cash used in investing activities                  $ (5,827,065)              $ (5,541,909)
                                                                    ------------               -----------

 Financing activities:
   Proceeds from bank loans                                        $  1,000,000               $ 23,000,000
   Repayment of bank loans                                           (4,250,000)                (4,270,000)
   Notes payable to shareholders                                        (13,204)                    --
   Distribution to shareholders                                         --                      (6,700,266)
                                                                    -----------                -----------
             Net cash provided by financing activities               (3,263,204)                12,029,734
                                                                    -----------                -----------


 Increase (decrease) in cash                                          1,514,992                 21,848,149

 Cash at beginning of period                                            730,047                  2,107,687
                                                                    -----------                -----------

 Cash at end of period                                             $  2,245,039               $ 23,955,836
                                                                    ===========                ===========
</TABLE>

See accompanying notes to interim consolidated financial statements.





                                      -3-
<PAGE>   6
                  THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

               Notes to Interim Consolidated Financial Statements


(1)      Accounting Policies

         The interim financial statements are unaudited but reflect all
         adjustments which, in the opinion of management, are necessary to
         provide a fair statement of the results of The Navigators Group, Inc.
         and its subsidiaries (the "Company") for the interim periods
         presented.  All such adjustments are of a normal recurring nature.
         The results of operations for any interim period are not necessarily
         indicative of results for the full year.  These financial statements
         should be read in conjunction with the financial statements and notes
         thereto contained in the Company's Form 10-K for the year ended
         December 31, 1994.

(2)      Acquisition of the Somerset Companies

         On June 30, 1994, the stockholders of the Company approved eight
         substantially identical agreements of merger providing for the
         acquisition by the Company of eight affiliated underwriting agencies,
         Somerset Marine, Inc., Somerset of Georgia, Inc., Somerset Insurance
         Services of Texas, Inc., Somerset Insurance Services of California,
         Inc., Somerset Insurance Services of Washington, Inc., Somerset
         Property, Inc., Somerset Re Management, Inc. and Navigators Management
         Corporation, collectively known as the Somerset Companies.

         The Company issued 2,875,000 shares of its common stock for all the
         outstanding common stock of the Somerset Companies.  The mergers were
         accounted for under a method of accounting similar to "pooling of
         interests."  The prior period's financial statements have been
         restated to include the historical accounts, results of operations and
         cash flows of the Somerset Companies.  Included in the restated
         financial statements are adjustments to account for the elimination of
         intercompany transactions.





                                      -4-
<PAGE>   7
Reconciliations of amounts of total revenues and net income previously reported
by the Company with the combined amounts currently presented in the
accompanying consolidated financial statements are as follows:


<TABLE>
<CAPTION>
   Three Months Ended                   The Navigators                                      Intercompany
     March 31, 1994                       Group, Inc.           Somerset Companies          Transactions            Consolidated
   ------------------                   --------------          ------------------          ------------            ------------
   <S>                                   <C>                        <C>                     <C>                     <C>
   Total revenues                         27,021,740                7,701,888               (4,738,198)              29,985,430
   Net income*                           (16,139,777)               3,511,468                  692,257              (11,936,052)
</TABLE>
_______________

* Somerset Companies' income from operations does not include a provision for
federal income taxes as the companies were S Corporations under federal laws
through June 30, 1994.


(3)      Reinsurance Ceded

         The Company's ceded earned premiums were $21,039,928 and $29,028,210
         for the three months ended March 31, 1995 and 1994, respectively.  The
         Company's ceded losses were $19,354,793 and $91,161,910 for the three
         months ended March 31, 1995 and 1994, respectively.

(4)      Northridge Earthquake

         On January 17, 1994, an earthquake (the "Northridge Earthquake")
         occurred in the vicinity of the Northridge area of Los Angeles,
         California.  The Company's pre-tax loss in 1994 (including direct
         property losses, net of reinsurance, of $35,388,000, reinsurance
         reinstatement premiums of $1,925,000 and reinsurance account losses of
         $1,952,000) from the Northridge Earthquake totalled $39,265,000.
         During the first quarter of 1995, the total gross losses on direct
         property claims arising from the Northridge Earthquake increased
         $6,070,000 from $125,361,000 million to $131,431,000.  The net loss to
         the Company from this increase was $2,580,000 in the first quarter of
         1995.  There can be no assurance given that additional losses will not
         be reported or adjustments made to existing reserves.

(5)      Notes Payable and Loans

         In conjunction with the mergers, the Somerset Companies distributed
         $5,280,263 in the form of notes payable to the then existing
         shareholders of the Somerset Companies.  These notes represent certain
         pre-merger income to such shareholders and were interest free through
         December 30, 1994.  The Company paid $2,672,193 of these notes on
         December 30, 1994, and an additional $13,204 on March 15, 1995.  As of
         March 31, 1995, $2,594,868, remained outstanding.





                                      -5-
<PAGE>   8

         On August 5, 1994, the Company entered into a Credit Agreement (the
         "Credit Agreement") with three banks.  The Credit Agreement provides
         for (i) revolving credit loans of up to $5,000,000 through August 5,
         1997 (the "Revolving Credit Loans"), (ii) a term loan of $25,000,000,
         the principal of which is payable in quarterly installments of
         $1,250,000 for the first eight quarters and $3,750,000 for the last
         four quarters, with the last installment due on June 30, 1997 (the
         "Term Loan"), and (iii) an irrevocable stand-by letter of credit
         issued by one of the banks for the benefit of the Society of Lloyd's
         in the amount of L.2,585,000 (approximately U.S. $4,185,115 at the
         exchange rate as of March 31, 1995) for the account of the Company
         (the "Letter of Credit").  The Revolving Credit Loans bear interest at
         the prime rate of one of the banks plus .25%.  The Term Loan bears
         interest, at the election of the Company, at either the prime rate of
         one of the banks plus .25% or at LIBOR plus 2.25%.  Any amounts drawn
         under the Letter of Credit and not repaid initially bear interest at
         the prime rate of one of the banks plus .25%.  The Revolving Credit
         Loans, the Term Loan and the Letter of Credit are currently
         collateralized by shares of common stock of the active subsidiaries of
         the Company other than NIC Insurance Company.  The Credit Agreement
         contains covenants common to transactions of this type, including
         restrictions on indebtedness and liens, limitations on mergers and the
         sale of assets, and maintenance of consolidated total stockholders'
         equity, statutory surplus, minimum liquidity and loss reserves.   In
         addition, the covenants prevent the Company from declaring or paying
         dividends during the term of the loans.  On September 30, 1994,
         December 30, 1994 and March 31, 1995 the Company paid to the Lenders
         its first, second and third quarterly installments of $1,250,000 with
         respect to the Term Loan.  During the first quarter of 1995 the
         amounts outstanding under the Revolving Credit Loans were reduced by
         the net amount of $2,000,000.  As of March 31, 1995, there was
         $21,250,000 outstanding under the Term Loan and there was $1,000,000
         outstanding under the Revolving Credit Loans.

(6)      Commitments and Contingencies

         In February 1995, the Insurance Commissioner of the State of
         California, in accordance with voter referendum "Proposition 103,"
         provided the Company with an initial notification of a rollback of
         premium rates.  In addition, the Company is a defendant in various
         legal actions arising from the normal course of its business.
         Management does not believe that the outcome of these actions will
         result in a material adverse effect to the Company.





                                      -6-
<PAGE>   9
                           THE NAVIGATORS GROUP, INC.

Management's Discussion and Analysis of
Financial Condition and Results of Operations

GENERAL

                 The Company is a holding company with 12 wholly owned
subsidiaries.

                 Two of the Company's subsidiaries, Navigators Insurance
Company and NIC Insurance Company ("NIC"), specialize principally in
underwriting marine, aviation and property (including inland marine) insurance 
and certain lines of specialty reinsurance.  Navigators Insurance Company has 
been active since 1983.  NIC is a wholly owned subsidiary of Navigators, was 
licensed in 1989 and began operations during 1990.  Navigators Insurance 
Company and NIC are collectively referred to herein as "Navigators."

                 Eight of the Company's subsidiaries, Somerset Marine, Inc.,
Somerset of Georgia, Inc., Somerset Insurance Services of Texas, Inc., Somerset
Insurance Services of California, Inc., Somerset Insurance Services of
Washington, Inc., Somerset Property, Inc., Somerset Re Management, Inc. and
Navigators Management Corporation (collectively, the "Somerset Companies"), are
a group of underwriting management companies which produce, manage and
underwrite insurance and reinsurance for Navigators and nine other unrelated
insurance companies.  The other subsidiaries of the Company are Somerset
Casualty Agency, Inc. and Somerset Marine Aviation Property Managers Inc.,
which are both inactive.

                 The Somerset Companies were acquired by the Company pursuant
to mergers (the "Mergers") that were approved by the stockholders of the
Company at a special meeting held June 30, 1994.  The Company accounted for the
transfer of the Somerset Companies' assets and liabilities at historical cost
under a method of accounting similar to "pooling of interests" and,
accordingly, has reported results of operations as if the Company and the
Somerset Companies had been combined as of January 1, 1994.  In addition,
financial statements presented from the prior year have been restated to
include the historical accounts of the Somerset Companies.

                 The Company's revenue is primarily comprised of premiums,
commissions and investment income.  Navigators derives substantially all of its
business from direct participation in, or by reinsuring certain members of,
insurance pools managed by the Somerset Companies.  The insurance business and
operations of Navigators are managed by one of the Somerset Companies,
Navigators Management Corporation.

                 The Somerset Companies specialize principally in four lines of
business:  marine, aviation and property (including inland





                                      -7-
<PAGE>   10
marine) insurance and certain lines of specialty reinsurance.  They underwrite
this business through four syndicates of insurance companies, Navigators having
the largest participation in each of the four syndicates.  The Somerset
Companies derive their revenue from commissions, investment income and service
fees from Navigators and other insurers.  Commissions are earned both on a
fixed percentage of premiums and on underwriting profits on business placed
with the participating insurance companies within the four syndicates.
Property and casualty insurance premiums are cyclical in nature and,
accordingly, during a "hard market" demand for property and casualty insurance
exceeds supply, or capacity, and as a result, premiums and commissions
increase.  On the downturn of the property and casualty cycle, supply exceeds
demand, and as a result, premiums and commissions decrease.

                 Navigators and the Somerset Companies earn investment income
on cash balances and invested assets.  The Somerset Companies also earn
investment income on fiduciary funds.  Such fiduciary funds are invested,
subject to applicable insurance regulations, primarily in short-term
instruments.

RESULTS OF OPERATIONS

                 General.  The 1994 results of operations of the Company were
dominated by the Northridge, California earthquake, which occurred on January
17, 1994.  The Company's pre-tax loss in 1994 from the Northridge Earthquake
totalled $39,265,000.

                 As a result of this loss, management has restructured the
Company by withdrawing from the large commercial and industrial property
business which produced most of the earthquake loss, emphasizing its core ocean
marine business, and developing its inland marine business as well as a new
non-marine program book of business.

                 The results of the first quarter of 1995 reflect this
restructuring in that premiums have been reduced while the continuing book of
business has produced profits.

                 However, the results also reflect the continued deterioration
of losses from the Northridge Earthquake.  During the first quarter of 1995,
the total gross losses on direct property claims arising from the Northridge
Earthquake increased $6,070,000 from $125,361,000 to $131,431,000.  The net
loss to the Company from this increase was $2,580,000 in the first quarter of
1995.  There can be no assurance given that additional losses will not be
reported or adjustments made to existing reserves.

                 Revenues.  Gross written premium for the first three months of
1995 decreased by 38% to $31,287,000 from $50,118,000 for the first three
months of 1994.





                                      -8-
<PAGE>   11
                 The following table sets forth Navigators' gross  written
premium by line of business and net written premium in the aggregate:
<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                 ----------------------------

                                                            1995                            1994
                                                            ----                            ----
                                                                     (Dollars in thousands)
                                                                      --------------------
 <S>                                               <C>               <C>           <C>                 <C>
 Marine                                            $12,957           42%          $17,485              35%

 Aviation                                           11,357           36%            9,888              20%
 Property and Inland                                 2,544            8%           15,741              31%
   Marine
 Reinsurance                                         4,429           14%            7,004              14%
                                                    ------          ---            ------              --
          Total Gross Premium Written              $31,287          100%          $50,118             100%
                                                    ======          ====           ======             ====
 Ceded Premium Written                             (16,160)                       (26,750)
                                                    ------                         ------
          Total Net Premium Written                 15,127                         23,368
                                                    ======                         ======
</TABLE>


                 Marine Premium.  Marine premium decreased 26% when comparing
the first three months of 1995 to the first three months of 1994.  Management
believes this decrease is due to the timing of certain policies and does not
reflect the actual condition of its marine business.  It anticipates that the
total amount of marine business written in 1995 will be similar to the amount
written in 1994.

                 Aviation Premium.  Aviation premium increased 15% from the
first three months of 1994 to the first three months of 1995 reflecting
continuing increases in airline premium rates.  However, the aviation business
has produced underwriting losses and management is currently assessing the
future of Navigators' participation in this line.  Among the alternatives being
considered are a sale of the aviation line of business or a substantial
reduction of Navigators' participation in the aviation insurance pool.

                 Property Premium.  Property and Inland Marine premium
decreased 84% from the first three months of 1994 to the first three months of
1995.  In 1994, this business consisted primarily of large commercial and
industrial risks with a relatively small amount of inland marine risks.  In
late 1994, Navigators decided to cease writing large commercial and industrial
property risks, which is essentially a property catastrophe book of business,
and to concentrate on the inland marine risks and, therefore, 1995 gross written
premium is primarily inland marine.

                 Reinsurance Premium.  Reinsurance premium decreased 37% from
the first three months of 1994 to the first three months





                                      -9-
<PAGE>   12
of 1995.  The decrease was due primarily to management's decision to cease
writing proportional reinsurance.  Management is now developing non-marine
program business to augment its reinsurance book and anticipates the premium
from this new book of business will begin to appear in the last half of 1995.

                 Ceded Premium.  The decrease in ceded premium corresponds with
the decrease in gross writings along with reinstatement premiums incurred
during the first quarter of 1994 due primarily to the Northridge Earthquake.

                 Total Premium.  Net earned premium for the first three months
of 1995 was $17,718,000 as compared to $24,024,000 for the first three months
of 1994.  Net earned premium generally follows the pattern of written premium.

                 Commission income, based on gross premiums earned and net
underwriting profits, remained substantially level during the first three
months of 1995 at approximately $2,594,000 compared to approximately $2,641,000
during the corresponding period in 1994.

                 Investment income increased 12% to approximately $3,412,000
during the first three months of 1995 from approximately $3,045,000 during the
corresponding period in 1994.  This increase is due primarily to the increased
amount of invested assets.

                 Included in pre-tax net income were $62,000 in realized
capital losses for the first three months of 1995 and $242,000 in realized
capital gains for the same period last year.  On an after tax basis these
represent realized gains of $0 and $0.02 per share for the respective periods.

                 Expenses.  The ratio of loss and loss adjustment expenses
incurred to net premiums earned was 74% and 194% during the first three months
of 1995 and 1994, respectively.  The 1994 loss ratio includes the losses, at
that time, from the Northridge Earthquake of $28,625,000.  The decrease is due
primarily to a return to more normal experience in comparison to the losses
from the Northridge Earthquake, various airline losses and reinsurance costs in
1994.

                 Commission expense as a percentage of net premiums earned were
13.9% and 16.0% during the first three months of 1995 and 1994, respectively.
This decrease is reflective of increased reinstatement premium payments to
reinsurers in 1994 as a result of the Northridge Earthquake.

                 Other operating expenses increased 8.8% to approximately
$5,515,000 during the first three months of 1995 from approximately $5,067,000
during the corresponding period in 1994.  This increase is primarily due to
$420,000 of severance





                                      -10-
<PAGE>   13
charges as a result of a reduction in staff in the property division.

                 Interest expense reflected during the first three months of
1995 is attributable to revolving credit loans and a term loan provided for by
a credit agreement entered into on August 5, 1994.  The term loan's principal
was reduced from $22,500,000 at December 31, 1994 to $21,250,000 at March 31,
1995.  The revolving credit loans were reduced by $2,000,000 from $3,000,000 at
December 31, 1994 to $1,000,000 at March 31, 1994.

                 The effective tax rate was a 10.1% expense and a 53.4% benefit
for the three months ended March 31, 1995 and 1994, respectively.

                 For the first three months of 1995, the Company had  after tax
income of $2,026,000 compared to an after tax loss of $11,936,000 for the same
period last year, primarily due to a return to normal experience in comparison
to the losses from the Northridge Earthquake.  On a per share basis, this
represents  net income of $0.25 and a net loss of $1.45 for the first three
months of 1995 and 1994, respectively.

LIQUIDITY AND CAPITAL RESOURCES

                 Cash flow from operations was $10,605,000 and $15,360,000 for
the first three months of 1995 and 1994, respectively.

                 Investment assets grew at the rate of 4% during the first
three months of 1995 to $211,391,000 at March 31, 1995.  Investment income
during the three months was $3,412,000, an increase of 12%, reflecting
increased assets .

                 The Company has entered into a credit agreement dated as of
August 5, 1994.  Pursuant to the credit agreement, the Company may borrow,
subject to certain conditions, up to an aggregate of $5,000,000 in revolving
credit loans.  As of March 31, 1995, the Company had outstanding $1,000,000 in
revolving credit loans.

                 As of March 31, 1995, the Company's consolidated stockholders'
equity was $83,209,000, an increase from $77,523,000 as of December 31, 1994.

                 As of April 30, 1995, the Company has paid approximately
$77,413,000 of claims related to the Northridge Earthquake, of which
approximately $56,553,000 is subject to indemnification by reinsurers.  To date
the Company has experienced no significant difficulties collecting reinsured
losses.





                                      -11-
<PAGE>   14
                   THE NAVIGATORS GROUP, INC. & SUBSIDIARIES
                          Part II - Other Information


Item 1.  Legal Proceedings:

         Neither the Company nor any of its subsidiaries is a party to, nor is
         the property thereof the subject of, any pending legal proceedings
         which depart from the ordinary routine litigation incident to the kinds
         of business conducted by the Company and its subsidiaries or, if such
         proceedings constitute other than routine litigation, in which there is
         a reasonable possibility of an adverse decision which could have any
         material adverse effect upon the financial condition of the Company.

         In February 1995, the Insurance Commissioner of the State of
         California, in accordance with voter referendum "Proposition 103,"
         provided the Company with an initial notification of a rollback of
         premium rates.  Management does not believe that the outcome of this
         action will result in a material adverse effect to the Company.

Item 2.  Changes in Securities:

         None.

Item 3.  Defaults Upon Senior Securities:

         None.

Item 4.  Submissions of Matters to a Vote of Securities Holders:

         None.

Item 5.  Other Information:

         None.

Item 6.  Exhibits and Reports on Form 8-K:

         (a)      Exhibits:

<TABLE>
<CAPTION>
         Exhibit No.               Description of Exhibit
         -----------               ----------------------
             <S>                   <C>
             27.1                  Financial Data Schedule
</TABLE>

         (b)      Reports on Form 8-K:
                  There were no reports on Form 8-K filed for the three months
                  ended March 31, 1995.





                                      -12-
<PAGE>   15

                                   SIGNATURES

                 Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                       The Navigators Group, Inc.
                                       ----------------------------------------
                                                (Registrant)


May 12, 1995                           /s/ W. ALLEN BARNETT
- ------------------                     ----------------------------------------
(Date)                                 W. Allen Barnett, Senior Vice
                                       President, Chief Financial Officer





                                      -13-
<PAGE>   16
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                    Sequentially
                                                                    Numbered
Exhibit No.                       Description of Exhibit            Page        
- -----------                       ----------------------            ------------
<S>                               <C>
    27.1                          Financial Data Schedule
</TABLE>





                                      -14-


<TABLE> <S> <C>

<ARTICLE> 7
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                             3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<EXCHANGE-RATE>                                      1
<DEBT-HELD-FOR-SALE>                       180,526,530
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                   6,255,888
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                             211,391,231
<CASH>                                       2,245,039
<RECOVER-REINSURE>                          13,225,338
<DEFERRED-ACQUISITION>                       2,547,139
<TOTAL-ASSETS>                             456,787,005
<POLICY-LOSSES>                            311,160,073
<UNEARNED-PREMIUMS>                         28,250,354
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                             24,844,868
<COMMON>                                       815,140
                                0
                                          0
<OTHER-SE>                                  82,394,223
<TOTAL-LIABILITY-AND-EQUITY>               456,787,005
                                  17,718,090
<INVESTMENT-INCOME>                          3,412,370
<INVESTMENT-GAINS>                            (62,147)
<OTHER-INCOME>                               2,811,293
<BENEFITS>                                  13,112,306
<UNDERWRITING-AMORTIZATION>                  2,460,155
<UNDERWRITING-OTHER>                         5,514,635
<INCOME-PRETAX>                              2,252,587
<INCOME-TAX>                                   226,859
<INCOME-CONTINUING>                          2,025,728
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,025,728
<EPS-PRIMARY>                                     0.25
<EPS-DILUTED>                                     0.25
<RESERVE-OPEN>                             135,377,082
<PROVISION-CURRENT>                         10,765,678
<PROVISION-PRIOR>                            2,346,627
<PAYMENTS-CURRENT>                             268,965
<PAYMENTS-PRIOR>                            11,336,410
<RESERVE-CLOSE>                            136,884,012
<CUMULATIVE-DEFICIENCY>                      2,346,627
        

</TABLE>


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