<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-----------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X For the quarterly period ending September 30, 1995
----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------
Commission File Number 0-16748
INTERCARGO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3414667
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
1450 East American Lane, 20th Floor, Schaumburg, Illinois 60173
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (708) 517-2510
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:
Class Outstanding at November 13, 1995
-------------------------- --------------------------------
Common Stock, $1 par value 7,640,981 shares
<PAGE> 2
INTERCARGO CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995
INDEX
PAGE
PART I. FINANCIAL INFORMATION NUMBER
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1995
(unaudited) and December 31, 1994 3
Consolidated Statements of Income for the three month
and nine month periods ended September 30, 1995 (unaudited)
and September 30, 1994 (unaudited) 4
Consolidated Statements of Stockholders' Equity
for the nine months ended September 30, 1995 (unaudited)
and September 30, 1994 (unaudited) 5
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1995 (unaudited) and
September 30, 1994 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION 12
SIGNATURES 13
EXHIBIT INDEX AND EXHIBITS 14
2
<PAGE> 3
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
---- ----
(unaudited)
<S> <C> <C>
ASSETS
Investments
Fixed maturities available-for-sale at fair value: $58,789 $53,201
Equity securities at market (cost: 1995, $6,354, 1994 $8,834) 5,895 7,577
------- -------
Total investments 64,684 60,778
Cash and cash equivalents 24,028 19,011
Premiums receivable 27,651 21,887
Accrued investment income 953 925
Deferred policy acquisition costs 8,296 6,602
Reinsurance recoverable on loss and loss expense:
Paid claims 488 1,123
Unpaid claims 3,019 3,375
Prepaid reinsurance premiums 5,546 3,792
Notes receivable 484 825
Deferred income tax 1,246 1,966
Equipment, less accumulated depreciation 3,347 2,496
Goodwill 3,014 3,217
Other assets 4,605 2,426
-------- --------
Total assets $147,361 $128,423
======== ========
LIABILITIES
Losses and loss adjustment expenses $46,373 $38,836
Unearned premiums 37,672 31,586
Funds held by Company 580 268
Supplemental duty deposits 2,764 3,147
Accrued expenses and other liabilities 3,857 6,029
Notes payable 9,735 8,636
-------- --------
Total liabilities 100,981 88,502
-------- --------
Contingent liabilities -- --
STOCKHOLDERS' EQUITY
Common stock--$1 par value; authorized 20,000,000 shares; issued and
outstanding, 7,640,981 shares in 1995 and in 1994 7,641 7,641
Additional paid-in capital 24,104 24,104
Net unrealized loss on foreign currency translation (1,360) (2,002)
Net unrealized gain (loss) on available-for-sale securities (131) (1,546)
Retained earnings 16,126 11,724
-------- --------
Total stockholders' equity 46,380 39,921
-------- --------
Total liabilities and stockholders' equity $147,361 $128,423
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
-------------------------------- -------------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Insurance premium income $20,908 $21,614 $64,526 $54,806
Net investment income 1,453 1,103 4,501 3,229
Commission income 95 142 336 414
Other income 647 260 1,033 869
------- ------- ------- -------
Total 23,103 23,119 70,396 59,318
LOSSES AND EXPENSES
Losses and loss adjustment expenses 11,936 11,646 35,143 29,690
Policy acquisition costs 4,989 4,271 14,958 14,205
Other underwriting expenses 3,783 3,901 11,315 9,992
Interest expense 291 120 705 406
------- ------- ------- -------
Total 20,999 19,938 62,121 54,293
------- ------- ------- -------
Operating income 2,104 3,181 8,275 5,025
------- ------- ------- -------
Income tax expense 476 1,253 2,497 1,698
------- ------- ------- -------
NET INCOME $1,628 $1,928 $5,778 $3,327
======= ======= ======= =======
Average number of shares of common stock
outstanding 7,673 7,656 7,666 7,657
Net income per share $0.21 $0.25 $0.75 $0.43
======= ======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Net
Unrealized Net
(Loss) Unrealized
Additional On Foreign Gain (Loss)
Number of Common Paid-in Currency on Retained Stockholders'
Shares Stock Capital Translation Investments Earnings Equity
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1994 7,641 $7,641 $24,104 ($2,002) ($1,546) $11,724 $39,921
Net income -- -- -- -- -- 5,778 5,778
Change in foreign currency translation -- -- -- 642 -- -- 642
Change in unrealized gain (loss)
on marketable securities -- -- -- -- 1,415 -- 1,415
Dividends paid to stockholders -- -- -- -- -- (1,376) (1,376)
--------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 1995 7,641 $7,641 $24,104 ($1,360) ($131) $16,126 $46,380
===== ====== ======= ======== ====== ======= =======
BALANCE AT DECEMBER 31, 1993 7,631 $7,631 $24,064 ($1,375) $89 $8,118 $38,527
Net income -- -- -- -- -- 3,327 3,327
Change in foreign currency translation -- -- -- (46) -- -- (46)
Change in unrealized gain (loss)
on equity securities -- -- -- -- (953) -- (953)
Dividends paid to stockholders -- -- -- -- -- (1,374) (1,374)
Employee stock options exercised 10 10 40 -- -- -- 50
--------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 1994 7,641 $7,641 $24,104 ($1,421) ($864) $10,071 $39,531
===== ====== ======= ======== ====== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $5,778 $3,327
Adjustments to reconcile net income to net cash provided from
operating activities:
Depreciation and amortization 815 523
Amortization of discounts on investments (867) (306)
Increase in premiums receivable (5,764) (8,114)
Increase in deferred policy acquisition costs (1,694) (2,082)
Increase (decrease) in reinsurance recoverable (762) 1,299
Change in income tax amounts (156) 692
Increase in liability for losses and loss adjustment expenses 7,537 6,369
Increase in unearned premiums 6,086 7,032
Increase in funds held 311 593
Decrease in supplemental duty deposits (383) (762)
Increase (decrease) in accrued expenses and other liabilities (2,172) 1,029
Other, net (2,031) (109)
------- -------
Net cash provided from operating activities 6,698 9,491
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed maturities available-for-sale:
Purchase (15,640) (19,042)
Sale 8,693 5,007
Maturities and calls 5,779 2,540
Equity securities:
Purchase (2,179) (806)
Sale 4,776 2,552
Net sales (purchases) of short-term investments (1,371) 7,062
Purchase of equipment (1,463) (1,101)
------- -------
Net cash provided from (used in) investing activities (1,405) (3,788)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Proceeds from (payment on) notes payable 1,099 (7,419)
Proceeds from the exercise of stock equivalents -- 50
Dividends paid to stockholders (1,375) (1,375)
------- -------
Net cash provided from (used in) financing activities (276) (8,744)
------- -------
Net increase in cash and cash equivalents 5,017 (3,041)
Cash and cash equivalents:
Beginning of the period 19,011 14,224
------- -------
End of the period $24,028 $11,183
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
INTERCARGO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The consolidated financial statements of the Company have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The Company believes
that the accompanying consolidated financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the Company's consolidated financial position as of September 30,
1995, and December 31, 1994, and the consolidated results of operations and
the consolidated cash flows for the nine month periods ended September 30,
1995 and 1994.
The results of operations for the nine month period ended September 30,
1995 are not necessarily indicative of the results to be expected for the
full year.
These consolidated unaudited interim financial statements should be read in
conjunction with the financial statements and notes thereto contained in the
December 31, 1994 Form 10-K filed by the Company.
Certain reclassifications have been made to prior year financial statements
to conform with 1995 presentation.
2. Earnings per Share
Earnings per share are computed based on the weighted average number of
shares outstanding which includes common stock equivalents (if dilutive)
relating to outstanding options.
The Company's common stock at September 30, 1995, consists of approximately
7.6 million shares outstanding, $1.00 par value per share. The Company
also has 149 thousand outstanding stock options.
3. Long Term Debt
The Company's $10.0 million bank line of credit had an outstanding balance
amounting to $8.3 million at December 31, 1994. In January 1995, the
Company drew an additional $1.0 million on the line to increase the
statutory capital and surplus of the Canadian insurance subsidiary,
Kingsway General Insurance Company.
7
<PAGE> 8
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OPERATING RESULTS
NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1994.
Consolidated earned premium for the first nine months of 1995 increased 17.7%
to $64.5 million from $54.8 million in 1994, which was a 66.2% increase over
1993. Earned premium for U.S. and U.K. operations increased 25.8% to $40.3
million in the first nine months of 1995 compared to $32.0 million in 1994,
which was a 25.91% increase over 1993. Earned premium from U.K. operations
amounted to $2.4 million for the nine month period ended September 30, 1995
compared to $500 thousand in 1994. Earned premium for Canadian operations
increased 6.4% to $24.2 million in the first nine months of 1995 from $22.8
million in 1994. Canadian earned premium for 1994 increased 202.2% over the
first nine months of 1993. Canadian sales efforts and lack of competition
afforded an opportunity to achieve production increases in 1994 over 1993.
However, management slowed the production level to bring the ratio of premium
to surplus to acceptable levels.
Consolidated net investment income for the first nine months of 1995 increased
39.3% to $4.5 million from $3.2 million in 1994. Net investment income
increased in the first nine months of 1994 to $3.2 million, a 5.61% increase
from $3.1 million in the nine months of 1993. Overall yields on investments
have increased in the first nine months of 1995 over 1994 consistent with the
general increase in interest rates in the last year. In addition, total
investment balances have increased with increased premium volume.
Consolidated loss and loss adjustment expense for the first nine months of 1995
increased 18.4% to $35.1 million over 1994. This compares to a 138.9% increase
to $29.7 million in 1994 from $12.4 million for the comparable period in 1993.
The consolidated loss ratio for the first nine months of 1995 amounted to 54.5%
compared to 54.2% in the first nine months of 1994. Management, in conjunction
with an independent actuary, increased loss reserves in its Canadian operations
for further development relating to 1994 and prior periods. Canadian loss
reserves and incurred losses were increased $3.7 million as a result.
On October 30, 1995, the Company's Canadian subsidiary, Kingsway Financial
Services, filed a preliminary prospectus for a proposed initial public offering
of its common shares to be offered in Canada. The Company intends to
participate in this offering as a selling shareholder, but will retain a
substantial investment in Kingsway. The Kingsway common shares have not been
and will not be registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States or to or for the account of
U.S. persons absent registration or an applicable exemption from the
registration requirements of such Act.
Policy acquisition costs rose $753 thousand to $15.0 million in 1995, an
increase of 5.3% over 1994. U.S. net premiums written increased in the nine
months ended September 30, 1995 by 18.1% over the comparable period in 1994.
Canadian net premiums written decreased during the period by 16.4%; however,
the 1995 level represents 160.0% of the average net premium written levels for
the three comparable periods prior to 1994. Other underwriting expenses
increased $1.3 million. Other underwriting expenses including salaries,
travel, communication, rent and other operating items, have increased primarily
in U.S. operations with premium volume increases and the expansion of
operations into foreign markets. See discussion below under "Results by Line."
8
<PAGE> 9
OPERATING RESULTS (CONT.)
Net income for the first nine months of 1995 increased 73.7% to $5.8 million.
This compares to a 5.7% decrease to $3.3 million in the first nine months 1994,
from $3.5 million in 1993. Earnings per share were $0.75 per share for the
first nine months of 1995 on 7.7 million average shares outstanding. This
represents a 74.4% increase over the comparable period of 1994 earnings per
share, which were $0.43 per share on 7.7 million average shares outstanding.
First nine months 1994 earnings per share had declined 14% from $0.50 per share
on 7.1 million average shares outstanding in the first nine months of 1993.
THREE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1994.
Earned premiums for the three months ended September 30, 1995 declined $706
thousand or 3.3% from the comparable period in 1994. Lower premium production
in Canada caused Canadian earned premium to decline $1.310 million or 13.3% in
the third quarter of 1995 compared to 1994. U.S. and U.K. earned premium for
the three month period ended September 30, 1995 increased $604 thousand or 5.1%
to $12.3 million over $11.8 million in the comparable period of 1994 as premium
production increased in the U.S. professional liability and other property and
casualty operations in 1995.
Net investment income increased in the three month period ended September 30,
1995 consistent with the overall increase in interest rates during 1995 and the
increase in investment balances from higher levels of premium production.
The consolidated loss ratio for the third quarter of 1995 has increased to
57.1% from 53.9% for the comparable period of 1994. Such an increase is
consistent with the increase in loss reserves for Canadian operations described
above.
Total other underwriting expenses decreased due to continued expense control
efforts. Policy acquisition costs rose consistent with increased sales efforts
in Canadian, U.S. and overseas operations.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
The Company's total assets have increased to $147.4 million at September 30,
1995, up from $128.4 million at December 31, 1994. Stockholder's equity
increased from $39.9 million at December 31, 1994 to $46.4 million at September
30, 1995. In addition to posting a net gain from operations in the first nine
months of 1995, increases in the value of the investment portfolio and foreign
currency translation gains increased consolidated shareholders' equity by $2.1
million.
The company paid dividends of $0.09 per share on March 15, 1995 to holders of
record as of March 9, 1995 and on September 15, 1995 to holders of record as of
September 8, 1995.
The Company generated net cash from operations of $6.7 million for the nine
month period ended September 30, 1995, compared to $9.5 million for the nine
month period ended September 30, 1994, or a decrease of 29%. Settlements of
liabilities for premiums payable by U.S. agency and underwriting operations and
premiums tax liabilities accounted for $1.5 million in increased operating cash
disbursements in 1995. The Company expects short and long-term cash needs to
be satisfied by operating cash flows. To supplement existing working capital,
the Company utilizes a bank line of credit of $10.0 million. This line is used
to fund expansion and for general corporate purposes.
10
<PAGE> 11
RESULTS BY LINE
The following table illustrates the premium earned (dollars in thousands) for
each major line of business for the nine month periods ended September 30, 1995
and 1994 and for each of the years in the five year period ended December 31,
1994. It also sets forth the percentage of total premium for each period as
well as the combined ratios by line and in the aggregate for the Company.
U.S. AND U.K. OPERATIONS
<TABLE>
<CAPTION>
BOND MARINE E&O
Earned Combined Earned Combined Earned Combined
Premium Ratio Premium Ratio Premium Ratio
<S> <C> <C> <C> <C> <C> <C>
Nine months ended
September 30,
1995 $18,384 84.5 $14,887 105.0 $2,956 $88.6
1994 16,976 85.5 11,008 102.1 1,548 227.5
Year ended December 31
1994 $23,019 80.4 $14,996 114.2 $2,377 195.4
1993 19,739 104.4 12,154 90.8 1,681 169.8
1992 17,720 102.3 10,773 80.9 2,090 126.8
1991 15,415 92.2 8,062 92.2 2,284 161.2
1990 14,740 107.3 6,158 85.7 1,547 99.7
<CAPTION>
P&C TOTAL
Earned Combined Earned Combined
Premium Ratio Premium Ratio
<S> <C> <C> <C> <C>
Nine months ended
September 30,
1995 $4,069 $113.0 $40,296 95.3$
1994 2,498 112.7 32,030 101.07
Year ended December 31
1994 $3,362 106.3 $43,754 100.2
1993 772 141.5 34,346 103.6
1992 566 163.7 31,149 97.7
1991 117 44.4 25,878 98.1
1990 0 0.0 22,445 100.9
</TABLE>
CANADIAN OPERATIONS
<TABLE>
<CAPTION>
AUTO PROPERTY OTHER TOTAL
Earned Combined Earned Combined Earned Combined Earned Combined
Premium Ratio Premium Ratio Premium Ratio Premium Ratio
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nine months ended
September 30,
1995 $18,545 92.9 $5,399 113.2 $286 42.3 $24,230 96.8
1994 18,703 89.8 3,832 107.6 241 83.0 22,776 92.7
Year ended December 31,
1994 $25,646 92.9 $5,084 98.5 $313 76.4 $31,043 93.6
1993 8,863 88.6 2,059 121.8 225 97.8 11,147 94.9
1992 9,302 79.6 1,154 130.7 0 0.0 10,456 85.2
1991 12,841 87.8 816 103.2 0 0.0 13,657 88.7
1990 9,887 93.9 808 93.8 0 0.0 10,695 93.9
</TABLE>
11
<PAGE> 12
RESULTS BY LINE (CONT.)
Net earned premiums on the Company's U.S. and U.K. Operations for the first
nine months of 1995 have increased $8.3 million or 25.8% over the comparable
period in 1994, to $40.3 million. Earned premiums for the Company's U.K.
operation (all derived from marine insurance) were $2.4 million with a 102.2%
combined ratio in the first nine months of 1995. The Company's contract bond
program net earned premium grew $1.5 million or 35.5% to $5.6 million. U.S.
Customs bond net earned premiums amounted to $12.8 million in the first nine
months of 1995, comparable in amount to the same period in 1994.
The U.S. marine earned premiums increased 18.5% to $12.5 million for the first
nine months of 1995, from $10.6 million in the comparable period in 1994.
Earned premiums for professional liability were $3.0 million for the first nine
months of 1995, an increase over the first nine months 1994 earned premium of
$1.5 million. Loss experience has improved significantly on professional
liability in 1995. The combined ratio has declined to 88.6% for the nine
months ended September 30, 1995 compared to 227.5% for the comparable period of
1994. Management attributes the improvement to the effects of closer
underwriting, premium rate adjustments over last year and the lack of severe
losses in 1995.
Earned premium on the Company's U.S. other property and casualty operations
increased 62.9% to $4.1 million for the first nine months of 1995, up from $2.5
million in the comparable period in 1994. The combined ratio for the nine
months ended September 30, 1995 amounted to 113.0% from 112.7% for the same
period of 1994.
The Company's Canadian operation net earned premium increased 6.4% for the
first nine months of 1995, up from $22.8 million in the same period of 1994, to
$24.2 million. Canadian net premiums written for the nine months ended
September 30, 1995 declined 16.4% to $24.8 million from $29.6 million net
written in 1994. Net written premium for the first nine months 1994 had
increased 151.6% over 1993. Management has moderated premium production to
maintain premium to surplus ratios at acceptable levels; yet the current level
of net written premium amounts to 160% of the average of the comparable three
periods preceding 1994. The total combined ratio for Canadian operations
increased to 96.8% for the nine month period ended September 30, 1995 compared
to the comparable period for 1994 as a result of reserve strengthening recorded
in September, 1995. Approximately $3.7 million was added to Canadian loss
reserves at September 30, 1995 to account for increased development in 1995 on
policies written in 1994 and earlier. Canadian auto earned premium for the nine
months ended September 30, 1995 amounted to $18.5 million compared to $18.7
million for the nine months ended September 30, 1994. In addition, the auto
combined ratio rose to 92.9% compared to 89.8% for the nine months ended
September 30, 1994. Furthermore, Canadian property earned premium in the first
nine months of 1995 increased 40.8% while the related combined ratio rose from
107.6% in the first nine months of 1994 to 113.2% in the first nine months of
1995.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None.
Item 2. Changes in Securities - None.
Item 3. Defaults Upon Senior Securities - None.
Item 4. Submission of Matters to a Vote of Security Holders.- None.
Item 5. Other Information - None.
Item 6.(a) Exhibits - See Exhibit Index immediately following the signature
page.
(b) Reports on Form 8-K - None.
13
<PAGE> 14
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.
Date: November 16, 1995.
(Registrant) INTERCARGO CORPORATION
By: /s/ James R. Zuhlke
--------------------------------------
James R. Zuhlke
Chairman of the Board
President and Chief Executive Officer
By: /s/ Lawrence P. Goecking
--------------------------------------
Lawrence P. Goecking
Chief Financial Officer
14
<PAGE> 15
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3.1 Certificate of Incorporation of the Company, including amendments
thereto. (1)
3.2 Bylaws of the Company, including amendments thereto. (1)
4 Specimen Certificate of Common Stock. (2)
10.1 Form of Company's 1987 Non-Qualified and Incentive Stock Option
Plan. (1)
10.2 Executive Incentive Compensation Plan. (3)
10.3 Secured Loan Agreement between the Company and LaSalle National Bank
dated September 4, 1993 (4); as amended. (5)
10.4 Revolving Note dated September 4, 1993, executed by the Company in
favor of LaSalle National Bank. (4)
10.5 Indemnification Agreements between the Company and the following
directors: Kenneth A. Bodenstein, John H. Robinson,
Arthur L. Litman, Arthur J. Fritz, Jr., Albert J. Gallegos and
James R. Zuhlke. (3)
10.6 Supplemental Life Insurance Policy for James R. Zuhlke. (3)
10.7 Acquisition Agreement dated August 25, 1993, by and among
International Advisory Services, Inc., the Company, and
IAS Acquisition Corp. (4)
10.8 Employment Agreement dated August 25, 1993, between the Company
and Brian D. Freund. (4)
10.9 Employment Agreement dated August 25, 1993 between the Company
and Robert S. Kielbas. (4)
10.10 Employment Agreement dated January 1, 1994 between the Company
and Lawrence P. Goecking. (5)
10.11 Separation and General Release dated December 31, 1993, between
the Company and Kenneth J. Kranig. (4)
10.12 Agreement to Acquire Farm Business Between Intercargo
Insurance Company and Integrity Mutual Insurance Company dated
April 1, 1993. (4)
10.13 Supplemental Life Insurance Policy for Brian D. Freund. (5)
15
<PAGE> 16
10.14 Supplemental Life Insurance Policy for Robert S. Kielbas. (5)
10.15 Indemnification Agreement dated February 18, 1994 between the
Company and Robert B. Sanborn. (5)
10.16 Indemnification Agreement dated December 1, 1993 between the
Company and Lawrence P. Goecking. (5)
11.0 Statement regarding Computation of Per Share Earnings (filed
herewith).
27 Financial Data Schedule (filed herewith).
- -----------------------------
1) Filed with the Company's Registration Statement on Form S-18,
Registration No. 33-21270C, and incorporated herein by reference.
2) Filed with Amendment No. 1 to the Company's Registration Statement on
Form S-18, Registration No. 33-21270C, and incorporated herein by
reference.
3) Filed with the Company's Registration Statement on Form S-2,
Registration No. 33-45658, and incorporated herein by reference.
4) Filed with the Company's Form 10-K for the year ended December 31, 1993
and incorporated herein by reference.
5) Filed with the Company's Form 10-K for the year ended December 31, 1994
and incorporated herein by reference.
16
<PAGE> 1
EXHIBIT 11.0
INTERCARGO CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(in thousand, except for per share data)
<TABLE>
<CAPTION>
For the nine months
ended
September 30, 1995
1995 1994
------ ------
<S> <C> <C>
Primary
Net income $5,778 $3,327
====== ======
Shares
Weighted average number of common shares outstanding 7,641 7,637
Additional dilutive effect of outstanding warrant and options
(as determined by the application of the treasury stock method) 25 20
------ ------
Weighted average number of common shares outstanding as adjusted 7,666 7,657
====== ======
Primary earnings per share $0.75 0.43
====== ======
Fully diluted
Net income $5,778 $3,327
====== ======
Shares
Weighted average number of common shares outstanding 7,641 7,637
Additional dilutive effect of outstanding warrant and options
(as determined by the application of the treasury stock method) 38 20
------ ------
Weighted average number of common shares outstanding as adjusted 7,679 7,657
====== ======
Fully diluted earnings per share $0.75 0.43
====== ======
</TABLE>
17
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<S> <C>
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<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
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0
0
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<EPS-PRIMARY> .75
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