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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 0-8738
- ------------------------------------------------ ---------------------------
December 31, 2000 Commission File Number
BANCINSURANCE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0790882
- --------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
20 East Broad Street, Columbus, Ohio 43215
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (614) 228-2800
-------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
NONE NONE
- ---------------------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
COMMON SHARES, WITHOUT PAR VALUE
- -------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
-------- ---------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
On February 9, 2001, the aggregate fair value of the common stock held by
non-affiliates of the registrant was $10,685,997.
As of February 9, 2001, the Registrant had 5,768,185 Common Shares, without par
value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 2000 are incorporated by reference in Part II.
Portions of the registrant's Proxy Statement for the 2001 Annual Meeting of
Shareholders are incorporated by reference in Part III.
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BANCINSURANCE CORPORATION AND SUBSIDIARIES
2000 FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1. Business..................................................... 3
Item 2. Properties................................................... 7
Item 3. Legal Proceedings............................................ 7
Item 4. Submission of Matters to a Vote of Security Holders.......... 7
PART II
Item 5. Market for the Company's Common Stock and Related
Security Holder Matters.................................. 7
Item 6. Selected Financial Data...................................... 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 7
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk..................................................... 7
Item 8. Consolidated Financial Statements and Supplementary Data..... 7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure...................... 8
PART III
Item 10. Directors and Executive Officers of the Company.............. 8
Item 11. Executive Compensation....................................... 8
Item 12. Security Ownership of Certain Beneficial Owners and
Management............................................... 8
Item 13. Certain Relationships and Related Transactions............... 8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K................................................. 8
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PART I
Item 1. Business
GENERAL
Bancinsurance is an Ohio insurance holding company engaged primarily in the
underwriting of specialized and niche insurance products and related services
through its wholly-owned insurance subsidiary, Ohio Indemnity Company. Ohio
Indemnity is licensed to transact business in 47 states and the District of
Columbia and on a surplus lines basis in Texas. Paul Boardway and Associates,
Inc., a New York corporation acquired in August 1999, is a property/casualty
insurance agency serving lending institutions. American Legal Publishing
Corporation, an Ohio corporation acquired through a February 29, 2000 merger,
offers a wide range of publishing services for state and local governments.
PRODUCTS
Most of our net premiums written and premiums earned are derived from two
distinct lines of specialized and niche insurance products and related services:
Lender/Dealer Products. Ultimate Loss Insurance, a form of physical damage
blanket single interest collateral protection insurance, is sold to lending
institutions, such as banks, savings and loan associations, credit unions,
automobile dealers and finance companies. Ultimate Loss Insurance insures
against damage to pledged collateral in cases where the collateral is not
otherwise insured. The standard policy covers physical damage to the collateral,
not to exceed the lesser of the collateral's fair market value or the
outstanding loan balance. This blanket single interest collateral protection
policy is generally written to cover the lending institution's complete
portfolio of collateralized personal property loans, which consist primarily of
automobile loans. Certain Ultimate Loss Insurance policies are eligible for
experience rated and return premium refunds based on comparisons between actual
and expected losses. We offer supplemental coverages, at additional premium
cost, for losses due to unintentional errors in lien filings and conversion,
confiscation and skip risks. Conversion risk coverage protects the lender from
unauthorized and wrongful taking of the lender's collateral. Skip risk coverage
protects the lender when a delinquent debtor disappears with the loan
collateral.
Since our inception in 1956, we have gradually expanded coverage of the program
to include lenders such as banks, savings and loans, credit unions and finance
companies. During 2000, we provided Ultimate Loss Insurance coverage to
approximately 480 lending institutions. The premiums charged for Ultimate Loss
Insurance reflect claims experience, loan volumes and general market conditions.
The Guaranteed Auto Protection ("GAP") insures the difference between the
outstanding balance of a loan or lease and the actual cash value of a vehicle
that is involved in a total loss. This can occur through a collision or due to
theft. GAP amounts exist due to the way loans and leases amortize compared to
depreciation patterns of vehicles. Leasing, low or no down payment loans, long
term loans (60-84 months) and trade-ins contribute to GAP amounts.
GAP insurance policies insure lenders, lessors or auto dealers, who waive GAP
amounts. They choose to purchase insurance to cover the risk assumed by making
the waiver. There are two primary forms of GAP insurance programs sold to
customers. First, Voluntary GAP programs which are sold to lenders, lessors and
auto dealers. This coverage is in turn sold directly to the borrower when a
vehicle is purchased or leased. The other form of program available is Blanket
GAP. These policies are sold, in blanket form, to lessors. They typically waive
GAP amounts on all of their leases.
Auto dealers frequently sell GAP waivers. This is due to their dual role as
selling agent for the vehicle and lender through their Finance & Insurance
department. As a result, the auto dealers can offer to waive GAP amounts if the
vehicle is determined to be a total loss. The Company's GAP Coverage program is
filed and approved in 38 states.
Unemployment Insurance Protection and Related Products. Unemployment
compensation is a federally mandated social insurance program. Private employers
finance the payment of unemployment benefits to their former employees by paying
a tax on covered wages. Certain not-for-profit and governmental entities can
elect not to pay the tax and reimburse the state for benefits actually paid to
their former employees. This reimbursing method is usually the least costly
option but poses the risk of having to pay unexpected, unbudgeted benefit costs.
The Bonded Service program alleviates that risk of unexpected loss. We have
participated since 1989 by bonding specific unemployment compensation servicing
commitments of a cost containment service firm including that firm's
reimbursement of unemployment benefits. In 1992, we agreed to write a similar
type bond covering groups of smaller not-for-profit entities which could realize
the cost benefits of being a reimburser, but could not do so on a stand-alone
basis.
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The cost containment service firm's charge to the participating employer is
based primarily upon historical claims experience, general economic conditions
and other factors specific to the employer. Subscribers to the Bonded Service
program enroll for a term ranging from one to two years; and our surety bond
extends for the duration of the term. The Bonded Service program fees applicable
to any renewal term are adjusted based upon the subscriber's historical claims
experience, the subscriber's announced business plans with respect to
significant planned changes in employment, stability of the subscriber's source
of funding and general economic conditions. Since 1989, annual renewals have
averaged 95%, however, there can be no assurance that such trend will continue.
Some states require that reimbursing employers post a bond as security for the
performance of their reimbursing obligations. We provide this mandated bond on
behalf of employers enrolled in the Bonded Service program. Our obligations
under such bonds may not, in every case, cease upon termination of an employer's
participation in the program. The financial statements include reserves for
losses on such programs for benefits paid. Our reserves for these losses were
$368,000 and $405,100 at December 31, 2000 and 1999, respectively.
American Legal Publishing Corporation. On July 19, 1999, we entered into an
Agreement and Plan of Merger with Westford Group, Inc., by which Westford was
merged with Bancinsurance. On February 29, 2000, the shareholders of Westford
approved the merger. Preceding the merger, Westford was an affiliate of ours
through a common officer and principal shareholder. This individual owned 42.4%
and 45.8% of the outstanding common stock of Westford and Bancinsurance,
respectively, at the time of the merger. Immediately following the new merger,
Westford was dissolved and Westford's wholly-owned subsidiary, American Legal
Publishing Corporation became the surviving entity as a wholly-owned subsidiary
of Bancinsurance. Our American Legal Publishing subsidiary offers a wide range
of publishing services including information management, document imaging, and
electronic publishing solutions for state and local governments. It currently
publishes, supplements and distributes codes of ordinances for over 1,000
municipalities. For the ten months ended December 31, 2000, American Legal
Publishing generated codification and subscription fees of $1,884,067.
Paul Boardway and Associates, Inc. In August 1999, we acquired the stock of Paul
Boardway and Associates, Inc. Paul Boardway and Associates is a
property/casualty insurance agency serving lending institutions throughout the
northeast United States. Products marketed include: blanket single interest,
mortgage impairment insurance, gap waiver for auto, forced placed homeowners,
and flood determination. The agency provides us with a direct link to its
customer base as well as the ability to cross-sell additional insurance products
and services not offered by Ohio Indemnity. During 2000, Paul Boardway generated
commission fees of $798,055, which includes intersegment commissions of
$642,113.
COMPETITION
The insurance business is highly competitive. There are approximately 3,200
property and casualty insurance companies in the United States, although most of
them are not significant competitors for the specialty lines which we
underwrite. Some competing companies offer more diversified insurance coverage
and have greater financial resources than we do. Competitors may offer lower
premiums, specialized products, more complete and complex product lines, greater
pricing flexibility, superior service, different marketing techniques, or better
agent compensation. We believe that one of our competitive advantages is
specializing in limited insurance lines. This specialization allows us to refine
our underwriting and claims techniques, which we believe provide our agents and
insureds with superior service.
Competition for the Bonded Service program is provided indirectly by insurers
who have designed coverages for reimbursing employers with loss limitation
features similar in concept to the Bonded Service program. We believe that the
Bonded Service program has cost savings and other features which enable the
program to compete effectively against providers of loss limitation coverages.
The cost containment service firm, on whom we rely for growth in bond fees,
competes with other cost containment service firms for service contracts with
not-for-profit organizations, some of which may require loss limitation
coverages.
There are approximately 25 companies involved in the codification of local
government ordinances. Five companies operate on either a national or regional
basis, with the rest serving clients only within a relatively small geographic
area. American Legal Publishing currently represents approximately 1,000 local
governmental units in 32 states.
There can be no assurance that we will not face additional competition in our
markets from new or existing competitors.
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REINSURANCE
We maintain a quota share reinsurance agreement, by which our Ohio Indemnity
subsidiary cedes a portion of its mortgage protection insurance to a reinsurer.
This arrangement limits the net claim liability potential arising from specific
policies. This reinsurance agreement does not relieve from us our obligations to
policyholders. Consequently, failure of the reinsurer to honor its obligations
could result in losses to us. We currently recover 75% of the paid losses and
loss adjustment expense applicable to Mortgage Protection insurance policies.
Ceded reinsurance decreased commission expense incurred by $49,988 and $73,420
in 2000 and 1999, respectively.
REGULATION
Insurance Company Regulation
Ohio Indemnity, as an Ohio property/casualty insurance company, is subject to
the primary regulatory supervision of the Ohio Department of Insurance. In
addition, Ohio Indemnity is subject to regulation in each jurisdiction in which
it is licensed to write insurance. In general, such regulation is designed to
protect the interests of insurance policyholders rather than us or our
shareholders.
Such regulation relates to, among other matters: licensing of insurers and their
agents; authorized lines of business; capital and surplus requirements and
general standards of solvency; financial reports; reserve requirements;
underwriting limitations; investment criteria; transactions with affiliates;
dividend limitations; changes in control and a variety of other financial and
nonfinancial matters.
The principal source of cash available to us is dividends from Ohio Indemnity.
We are subject to the Ohio Insurance Holding Company System Regulatory Act, as
amended, which requires that a 10-day notice of the proposed payment of any
dividends or other distributions by Ohio Indemnity be given to the Ohio
Superintendent of Insurance. If such dividends or distributions, together with
any other dividends or distributions made within the preceding twelve months,
exceed the greater of: (1) 10% of Ohio Indemnity's statutory surplus as of the
immediately preceding December 31st, or (2) the net income of Ohio Indemnity for
the immediately preceding calendar year, a 30-day notice of the proposed
dividend or distribution is required to be given to the Superintendent. The
Superintendent may disapprove the dividend or distribution within the 10-day
period following receipt of such notice.
Most states have insurance laws requiring that rate schedules and other
information be filed with the state's regulatory authority, either directly or
through a rating organization with which the insurer is affiliated. The
regulatory authority may disapprove a rate filing if it finds that the rates are
inadequate, excessive or unfairly discriminatory. Rates vary by class of
business, hazard assumed and size of risk, and are not necessarily uniform for
all insurers. Many states have recently adopted laws which limit the ability of
insurance companies to increase rates. To date, such limitations have had a
limited impact on us, and we have no knowledge of any such limitations that may
affect our future results of operations, although there can be no assurance that
such limitations will not adversely affect our results of operations in the
future.
All insurance companies must file annual statements in states where they are
authorized to do business and are subject to regular and special examinations by
the regulatory agencies of those states. On June 20, 1997, the Ohio Department
of Insurance issued its triennial examination report on Ohio Indemnity for the
three-year period ended December 31, 1996. The examiners reported that the
financial statements set forth in the report reflected the financial condition
of Ohio Indemnity. Management is not aware of any recommendations by regulatory
authorities which, if implemented, would have a material effect on our
liquidity, capital resources or results of operations. Our next review will be
conducted by the Ohio Superintendent of Insurance in 2002 for the five-year
period ending December 31, 2001.
Numerous states routinely require deposits of assets by insurance companies to
protect policyholders. As of December 31, 2000, securities with a fair value of
approximately $3,948,699 have been deposited by us with eleven state insurance
departments. Such deposits must consist of securities which comply with
standards established by the particular state's insurance department. The
deposits, typically required by a state's insurance department on admission to
do insurance business in such state, may be
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increased periodically as mandated by applicable statutory or regulatory
requirements.
Insurance Holding Company System Regulation
Bancinsurance Corporation is subject to the Ohio Insurance Holding Company
System Regulatory Act, as amended, which governs any direct or indirect change
in control and some affiliated-party transactions involving Bancinsurance or its
assets. No person may acquire, directly or indirectly, 10% or more of the
outstanding voting securities of Ohio Indemnity, unless the Ohio Superintendent
of Insurance has approved such acquisition. The determination of whether to
approve any such acquisition is based on a variety of factors, including an
evaluation of the acquirer's financial condition, the competence of its
management and whether competition in Ohio would be reduced. In addition,
certain material transactions involving Bancinsurance and Ohio Indemnity must be
disclosed to the Ohio Superintendent of Insurance not less than 30 days prior to
the effective date of the transaction. Such transaction can be disapproved by
the Superintendent within such 30-day period if it does not meet the required
standards. Transactions requiring approval by the Superintendent include sales,
purchases or exchanges of assets; loans and extensions of credit; and
investments not in compliance with statutory guidelines. Ohio Indemnity is also
required to file periodic and updated statements reflecting the current status
of its holding company system, the existence of any related-party transactions
and certain financial information relating to any person who directly or
indirectly controls (presumed to exist with 10% voting control) Ohio Indemnity.
We believe that we are in compliance with the Ohio Insurance Holding Company
System Regulatory Act and the related regulations.
The National Association of Insurance Commissioners ("NAIC")
All states have adopted the financial reporting form of NAIC, which is typically
referred to as the NAIC "annual statement," and most states, including Ohio,
generally defer to NAIC with respect to statutory accounting practices and
procedures. In this regard, NAIC has a substantial degree of practical influence
and is able to accomplish quasi-legislative initiatives through amendments to
the NAIC annual statement and applicable statutory accounting practices and
procedures.
The NAIC revised the Accounting Practices and Procedures Manual in a process
referred to as Codification. The revised manual became effective January 1,
2001. Ohio has adopted the provisions of the revised manual, which has changed,
to some extent, prescribed statutory accounting practices and will result in
changes to the accounting practices that Ohio Indemnity uses to prepare its
statutory-basis financial statements. Management believes the impact of these
changes to Ohio Indemnity's statutory-basis capital and surplus as of January 1,
2001 will not be significant.
The NAIC adopted a Risk Based Capital test applicable to property and casualty
insurers. The Risk Based Capital calculation serves as a benchmark of insurance
enterprises' solvency by state insurance regulators by establishing statutory
surplus targets which will require certain Bancinsurance level or regulatory
level actions. Based on our analysis, we believe that our total adjusted capital
is in excess of all required action levels and that no corrective action will be
necessary. These RBC provisions have been enacted into the Ohio Revised Code.
PENDING LEGISLATION
The insurance industry is under continuous review by both state and federal
legislatures. From time to time various regulatory and legislative changes have
been proposed in the insurance industry which could have an effect on insurers
and reinsurers. Among the proposals that have in the past been, or are at
present being, considered are the possible introduction of federal regulation in
addition to, or in lieu of, the current system of state regulation of insurers,
and other possible restrictions on insurance transactions with unlicensed
insurers. We are unable to predict whether any of these proposals will be
adopted, the form in which any of these proposals would be adopted or the
impact, if any, adoption would have on us.
EMPLOYEES
As of February 9, 2001, we employed 46 full-time employees and 4 part-time
employees. We are not a party to any collective bargaining agreement and are not
aware of any efforts to unionize our employees.
SERVICE MARKS
We have developed common law rights in our service mark, "ULTIMATE LOSS
INSURANCE," which is registered in Ohio. We have developed common law rights
for, "BI BANCINSURANCE CORPORATION" (stylized letters) in each state in which
Bancinsurance has been operating.
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Item 2. Properties
----------
We lease office space, which as of February 9, 2001, totaled approximately
24,426 square feet. Our home office in Columbus, Ohio aggregates approximately
7,000 square feet. The lease is month-to-month tenancy with monthly rental of
$8,875. In January 2001, we entered into an eight year lease for 11,868 square
feet of office space for its Columbus location, replacing the existing
commitment. Occupancy was assumed under the new lease January 1, 2001 and shall
terminate on December 31, 2008. The lease provides for monthly rent of $13,230.
American Legal Publishing rents 5,558 square feet on the 12th floor at 432
Walnut Street, Cincinnati, Ohio under an operating lease which will expire July
31, 2003. The lease provides for monthly rent of $5,442, net of reimbursements
payable to the lessor for cost of maintenance and operation of the building.
Item 3. Legal Proceedings
-----------------
There are no actions, suits, claims, governmental investigations or proceedings
instituted, pending or, to the best of our knowledge, threatened against us or
against any of our assets, interests or rights, or against any officer, director
or employee of any of them that in any such case, if decided adversely, could
reasonably be expected to have, individually or in the aggregate, a material
adverse effect. Neither we nor any of our subsidiaries is a party to any order,
judgment or decree which has had or could reasonably be expected to have a
material adverse effect on us.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2000.
PART II
Item 5. Market for the Company's Common Stock and Related Security Holders
---------------------------------------------------------------------
Matters
-------
The information required by this item is included under the caption "Market
Information," "Holders," and "Dividends" in our 2000 Annual Report and is
incorporated herein by reference.
Item 6. Selected Financial Data
-----------------------
The information required by this item is included under the caption "Selected
Financial Data" in our 2000 Annual Report and is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
The information required by this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our 2000 Annual Report and is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The information required by this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our 2000 Annual Report and is incorporated herein by reference.
Item 8. Consolidated Financial Statements and Supplementary Data
--------------------------------------------------------
Our consolidated balance sheets as of December 31, 2000 and 1999, and the
consolidated statements of income, comprehensive income, shareholders' equity
and cash flows for each of the three years in the period ended December 31, 2000
and the notes to the financial statements, together with the independent
auditors' report thereon appear in our 2000 Annual Report and are incorporated
herein by reference.
Our Financial Statement Schedules and the Independent Auditor's Consent and
Report on the Financial Statement Schedules are included in response to Item 14
hereof.
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Item 9. Changes in Registrant's Certifying Accountant
---------------------------------------------
The disclosure required under this item has been previously reported on a
current report on Form 8-K dated June 20, 2000 filed with the Securities and
Exchange Commission.
PART III
Item 10. Directors and Executive Officers of the Company
-----------------------------------------------
The information required by this item is included under the captions "Election
of Directors," "Executive Officers of the Corporation" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement
relating to the Company's 2001 Annual Meeting of Stockholders to be held on May
30, 2001, and is incorporated herein by reference.
Item 11. Executive Compensation
----------------------
The information required by this item is included under the captions
"Compensation of Directors" and "Executive Compensation" in the 2001 Proxy
Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The information required by this item is included under the caption "Ownership
of Voting Stock" in the 2001 Proxy Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information required by this item is included under the caption "Certain
Relationships and Related Transactions" in the 2001 Proxy Statement and is
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(a) The following documents are filed as part of this report:
(1) The following financial statements appearing in the our Annual
Report are incorporated herein by reference:
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Income for the years ended December
31, 2000, 1999 and 1998
Consolidated Statements of Comprehensive Income for the years
ended December 31, 2000, 1999 and 1998
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998
Notes to the Consolidated Financial Statements
Report of Independent Auditors
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(2) Financial Statement Schedules
-----------------------------
Included in Part IV of this Report:
Schedule I -- Summary of investments - other than
investments in related parties
Schedule II -- Condensed financial information of
Bancinsurance Corporation
(Parent Company Only)
Independent Auditors' Consent and Report on Schedules -
Ernst & Young (filed as Exhibit 23(a)).
Independent Accountants Consent and Report on Schedules
- PricewaterhouseCoopers (filed as Exhibit 23(b)).
Other schedules are omitted because of the absence of conditions
under which they are required or because the required information
is given in the consolidated financial statements or notes
thereto.
(3) Exhibits
--------
3(a) Amended Articles of Incorporation (reference is made
to Exhibit 3(a) of Form 10-K for the fiscal year
ended December 31, 1984 (file number 0-8738), which
is incorporated herein by reference).
3(b) Amended Code of Regulations (reference is made to
Exhibit 3(b) of Form 10-K for the fiscal year ended
December 31, 1984 (file number 0-8738), which is
incorporated herein by reference).
10(a) Amended Tax Allocation Agreement (reference is made
to Exhibit 10(d) of Form 10-K for the fiscal year
ended December 31, 1983 (file number 0-8738), which
is incorporated herein by reference).
10(b) Private Passenger Automobile Physical Damage Quota
Share Reinsurance Agreement between Ohio Indemnity
Company and North American Reinsurance Corporation
(reference is made to Exhibit 10(d) of Form 10-K/A
for the fiscal year ended December 31, 1992 (file
number 0-8738), which is incorporated herein by
reference).
10(c) Amended and Restated Unemployment Compensation
Administration Agreement Between Ohio Indemnity
Company and The Gibbens Co., Inc. (The Company has
requested that portions of this Exhibit be given
confidential treatment.) (reference is made to
Exhibit 10(e) of Form 10-K/A for the fiscal year
ended December 31, 1992 (file number 0-8738), which
is incorporated herein by reference).
10(d) Employee Profit Sharing Plan (reference is made to
Exhibit 10(a) of Form 10-K for the fiscal year ended
December 31, 1986 (file number 0-8738), which is
incorporated herein by reference).
10(e) 1984 Stock Option Plan (reference is made to Exhibit
10(d) of Form 10-K for the fiscal year ended December
31, 1984 (file number 0-8738), which is incorporated
herein by reference).
10(f) 1994 Stock Option Plan (reference is made to Exhibit
10(f) of Form 10-Q for the fiscal quarter ended June
30, 1994 (file number 0-8738), which is incorporated
herein by reference).
13(a)* Annual Report to Shareholders for the year ended
December 31, 2000.
21* Subsidiaries of the Company as of December 31, 2000.
23(a)* Consent and opinion of Ernst & Young LLP
23(b)* Consent and opinion of PricewaterhouseCoopers LLP
- --------------------------------------
* Filed with this Report.
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(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by the Company during the
quarter ended December 31, 2000.
(c) Exhibits
--------
The exhibits to this report begin immediately following the
signature page.
(d) Financial Statement Schedules
-----------------------------
The financial statement schedules are included on the following
pages.
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BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENT IN RELATED PARTIES
December 31, 2000
- -----------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D
----------- ----------- -----------
Type of Investment Cost (1) Fair Amount at which
Value shown in the
balance sheet
- -----------------------------------------------------------------------------------------------------------------------
Held to maturity:
Fixed maturities:
Governments $ 2,536,672 $ 2,585,580 $ 2,536,672
States, territories and
possessions 1,142,376 1,169,944 1,142,376
Special revenue 1,072,418 1,091,832 1,072,418
Redeemable preferred stocks:
Public utilities 297,000 297,000 297,000
----------- ----------- -----------
Total held to maturity 5,048,466 5,144,356 5,048,466
----------- ----------- -----------
Available for sale:
Fixed maturities:
Governments 497,793 500,880 500,880
States, territories and
possessions 6,891,833 7,016,971 7,016,971
Special revenue 6,933,771 6,969,012 6,969,012
Equity securities:
Nonredeemable preferred stocks:
Banks, trust and insurance
companies 342,500 305,000 305,000
Common stocks:
Public Utilities 104,847 104,409 104,409
Banks, trust and insurance
companies 600,435 773,320 773,320
Industrial and miscellaneous 2,804,877 3,640,709 3,640,709
----------- ----------- -----------
Total available for sale 18,176,056 19,310,301 19,310,301
----------- ----------- -----------
Short-term investments 6,019,440 6,019,440 6,019,440
----------- ----------- -----------
Total investments $29,243,962 $30,474,097 $30,378,207
=========== =========== ===========
(1) Original cost of equity securities, adjusted for any permanent write
downs, and, as to fixed maturities, original cost reduced by repayments,
write downs and adjusted for amortization of premiums or accrual of
discounts.
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BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
December 31, 2000 and 1999
Assets 2000 1999
------ ----------- -----------
Cash $ 605,063 $ 56,158
Investment in subsidiaries 33,112,646 28,496,726
Other 1,568,610 2,540,110
----------- -----------
$35,286,319 $31,092,994
=========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Note payable to bank $ 5,142,000 $ 5,145,000
Other 1,608,960 754,705
Shareholders' equity 28,535,359 25,193,289
----------- -----------
$35,286,319 $31,092,994
=========== ===========
12
13
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998
----------- ----------- -----------
Dividends from subsidiaries $ 1,793,000 $ 2,000,000 $ 1,750,000
Other income 22,546 40,044 37,332
General and administrative expenses (718,968) (470,821) (708,536)
----------- ----------- -----------
Net income before tax benefit
and equity in earnings of
subsidiaries 1,096,578 1,569,223 1,078,796
Income tax benefit 239,243 169,007 282,093
----------- ----------- -----------
Net income before equity in
earnings of subsidiaries 1,335,821 1,738,230 1,360,889
Equity in undistributed earnings of
subsidiaries 2,582,536 2,150,965 2,033,531
----------- ----------- -----------
Net income $ 3,918,357 $ 3,889,195 $ 3,394,420
=========== =========== ===========
13
14
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
------------ ----------- -----------
Cash flows from operating activities:
Net income $ 3,918,357 $ 3,889,195 $ 3,394,420
Adjustments to reconcile net income to net cash provided
by operating activities:
Equity in undistributed net earnings of subsidiaries (3,734,362) (4,284,603) (2,083,531)
Deferred federal income tax benefit (7,105) (26,673) -
Change in notes receivable (415,900) 20,951 160,749
Change in loans to affiliates (82,719) (71,719) (71,719)
Change in accounts receivable from subsidiaries 1,614,687 (537,746) (418,809)
Change in other assets (107,862) (802) (8,127)
Change in accounts payable to subsidiaries 1,206,168 - (106,892)
Change in acquisition liabilities (459,456) 619,114 -
Change in other liabilities 107,545 (72,614) 179,275
------------ ----------- -----------
Net cash provided by (used in) operating
activities 2,039,353 (464,897) 1,045,366
------------ ----------- -----------
Cash flows from financing activities:
Proceeds from notes payable to bank 17,157,000 7,345,000 7,200,000
Repayments of notes payable to bank (17,160,000) (6,450,000) (7,950,000)
Proceeds from stock options exercised 37,564 9,063 -
Acquisition of treasury stock (1,525,012) (688,583) -
Dividends paid - (464) -
------------ ----------- -----------
Net cash provided by (used in) financing
activities (1,490,448) 215,016 (750,000)
------------ ----------- -----------
Net increase (decrease) in cash 548,905 (249,881) 295,366
------------ ----------- -----------
Cash at beginning of year 56,158 306,039 10,673
------------ ----------- -----------
Cash at end of year $ 605,063 $ 56,158 $ 306,039
============ =========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 228,331 $ 233,958 $ 277,732
============ =========== ===========
Income taxes $ 1,445,000 $ 1,865,000 $ 1,530,000
============ =========== ===========
14
15
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bancinsurance Corporation
(Company)
3/15/01 By Si Sokol
------- -------------------------------
DATE Si Sokol
Chairman of Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, which include the Chief
Executive Officer, the Chief Financial Officer and a majority of the Board of
Directors, on behalf of the Registrant and in the capacities and on the dates
indicated:
3/15/01 Si Sokol 3/15/01 John S. Sokol
- ------- --------------------------- ------- --------------------------
DATE Si Sokol DATE John S. Sokol
Chairman of Board of Directors President and Director
(Principal Executive Officer)
3/15/01 Daniel D. Harkins 3/15/01 William S. Sheley
- ------- --------------------------- ------- ---------------------------
DATE Daniel D. Harkins DATE William S. Sheley
Director Director
3/15/01 Saul Sokol 3/15/01 James R. Davis
- ------- --------------------------- ------- ------------------------
DATE Saul Sokol DATE James R. Davis
Director Director
3/15/01 Sally J. Cress
------- -------------------------
DATE Sally J. Cress
Treasurer and Secretary
(Principal Financialand
Accounting Officer)
15
16
INDEX OF EXHIBITS
Exhibit No. Description
- ----------- -----------
3(a) Amended Articles of Incorporation (reference is
made to Exhibit 3(a) of Form 10-K for the fiscal
year ended December 31, 1984 (file number
0-8738), which is incorporated herein by
reference).
3(b) Amended Code of Regulations (reference is made to
Exhibit 3(b) of Form 10-K for the fiscal year
ended December 31, 1984 (file number 0-8738),
which is incorporated herein by reference).
10(a) Amended Tax Allocation Agreement (reference is
made to Exhibit 10(d) of Form 10-K for the
fiscal year ended December 31, 1983 (file number
0-8738), which is incorporated herein by
reference).
10(b) Private Passenger Automobile Physical Damage
Quota Share Reinsurance Agreement between Ohio
Indemnity Company and North American Reinsurance
Corporation (reference is made to Exhibit 10(d)
of Form 10-K/A for the fiscal year ended December
31, 1992 (file number 0-8738), which is
incorporated herein by reference).
10(c) Amended and Restated Unemployment Compensation
Administration Agreement between Ohio Indemnity
Company and The Gibbens Co., Inc. (The Company
has requested that portions of this Exhibit be
given confidential treatment.) (references is
made to Exhibit 10(e) of Form 10-K/A for the
fiscal year ended December 31, 1992 (file number
0-8738), which is incorporated herein by
reference).
The following are management contracts and
compensatory plans and arrangements in which
directors or executive officers participate:
10(d) Employee Profit Sharing Plan (reference is made
to Exhibit 10(a) of Form 10-K for the fiscal
year ended December 31, 1986 (file number
0-8738), which is incorporated herein by
reference).
10(e) 1984 Stock Option Plan (reference is made to
exhibit 10(d) of From 10-K for the fiscal year
ended December 31, 1984 (file number 0-8738),
which is incorporated herein by reference).
10(f) 1994 Stock Option Plan (reference is made to
Exhibit 10(f) of Form 10-Q for the fiscal
quarter ended June 30, 1994 (file number
0-8738), which is incorporated herein by
reference).
13(a)* Annual Report to Shareholders for the year ended
December 31, 2000.
21* Subsidiaries of the Company as of December 31,
2000.
23(a)* Consent and opinion of Ernst & Young LLP
23(b)* Consent and opinion of PricewaterhouseCoopers LLP
- -----------------------------
* Filed with this Report.
16