UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2009
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-8738
BANCINSURANCE CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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31-0790882 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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250 East Broad Street, Columbus, Ohio
(Address of principal executive offices)
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43215
(Zip Code) |
Registrants telephone number, including area code
(614) 220-5200
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered |
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NONE
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NONE |
Securities registered pursuant to Section 12(g) of the Act:
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. YES o NO þ
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 þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Date File required to be submitted and posted
pursuant to Rule 405 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).
YES o NO o
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 registrants 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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). YES o NO þ
The aggregate market value of the registrants common shares held by non-affiliates of the
registrant as of the last business day of the registrants most recently completed second fiscal
quarter (June 30, 2009) was $7,647,426.
The number of outstanding common shares, without par value, of the registrant as of February 2,
2010 was 5,205,706.
BANCINSURANCE CORPORATION AND SUBSIDIARIES
2009 FORM 10-K
TABLE OF CONTENTS
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FORWARD-LOOKING INFORMATION
Certain statements made in this Annual Report on Form 10-K are forward-looking and are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements convey our current expectations or forecast future events. All
statements contained in this Annual Report on Form 10-K, other than statements of historical fact,
are forward-looking statements. Forward-looking statements include statements regarding our future
financial condition, results of operations, business strategy, budgets, projected costs and plans
and objectives of management for future operations. The words may, continue, estimate,
intend, plan, will, believe, project, expect, anticipate and similar expressions
generally identify forward-looking statements but the absence of these words does not necessarily
mean that a statement is not forward-looking. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties that may cause actual results to differ
materially from those statements. Risk factors that might cause actual results to differ from those
statements include, without limitation, economic factors impacting our specialty insurance
products, concentration in specialty insurance products, customer concentration, geographic
concentration, reinsurance risk, possible inadequacy of loss reserves, ability to accurately price
the risks we underwrite, reliance on general agents and major customers, general agents may exceed
their authority, risk of fraud or negligence with our insurance agents, importance of industry
ratings, importance of treasury listing, changes in laws and regulations, dependence on our
insurance subsidiary to meet our obligations, severe weather conditions and other catastrophes,
adverse securities market conditions, changes in interest rates, the current credit markets,
default on debt covenants, dependence on key executives, reliance on information technology and
telecommunication systems, changes in the business tactics or strategies of the Company, the
controlling interest of the Sokol family, litigation, and the other risk factors described in the
Companys filings with the Securities and Exchange Commission (the SEC), any one of which might
materially affect our financial condition, results of operations and/or liquidity. Any
forward-looking statements speak only as of the date made. We undertake no obligation to update any
forward-looking statements to reflect events or circumstances arising after the date on which they
are made.
PART I
ITEM 1. BUSINESS
GENERAL/OVERVIEW
Bancinsurance Corporation, an Ohio corporation formed in 1970, is an insurance holding company
primarily engaged in the underwriting of specialized property/casualty insurance products through
our wholly-owned subsidiary, Ohio Indemnity Company (Ohio Indemnity), an Ohio corporation. Our
principal sources of revenue are premiums and ceded commissions for insurance policies and income
generated from our investment portfolio. Ohio Indemnity is licensed to transact business in 49
states and the District of Columbia. As such, Ohio Indemnity is subject to the regulations of The
Ohio Department of Insurance (the Department) and the regulations of each state in which it
operates. In addition, our wholly-owned subsidiary, Ultimate Services Agency, LLC (USA), an Ohio
limited liability company which we formed in July 2002, is a property/casualty insurance agency.
We have two reportable business segments: (1) property/casualty insurance; and (2) insurance
agency. Financial information for our business segments for the years ended December 31, 2009 and
2008 is included in Note 22 to the Consolidated Financial Statements included in this Annual Report
on Form 10-K. Unless the context indicates otherwise, all references herein to Bancinsurance,
we, Registrant, us, its, our or the Company refer to Bancinsurance Corporation and its
consolidated subsidiaries.
General information about Bancinsurance is available on the Companys website,
www.bancinsurance.com. Unless specifically and expressly incorporated herein by reference,
information on our website is not and should not be considered part of this Annual Report on Form
10-K.
PRODUCTS AND SERVICES
Ohio Indemnity Company
Our premiums written and premiums earned are derived primarily from three distinct product lines
offered by Ohio Indemnity: (1) lender service; (2) unemployment compensation; and (3) waste
industry.
Lender Service Products. Our lender service product line offers four types of products.
First, ULTIMATE LOSS INSURANCE® (ULI), a blanket vendor single interest coverage, is
sold to lending institutions, such as banks, savings and loan associations, credit unions,
automobile dealers and finance companies. ULI insures against damage to pledged collateral in
cases where the collateral is not otherwise insured. Our standard ULI policy covers physical
damage to the collateral in an amount not to exceed the lesser of the collaterals fair market
value or the outstanding loan balance. This blanket vendor single interest policy is generally
written to cover the lending institutions complete portfolio of collateralized personal property
loans, which generally consists of automobile loans. We also offer supplemental insurance
coverages, at additional premium cost, for losses resulting from unintentional errors in lien
filings and conversion, confiscation and skip risks. Conversion risk coverage protects the lender
from unauthorized and wrongful
taking of the lenders title to the collateral. Skip risk coverage protects the lender when a
delinquent debtor disappears with the loan collateral. The premiums charged for ULI are based on
claims experience, loan volumes and general market conditions. During 2009, we provided ULI
coverage to approximately 300 lending institutions.
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Second, creditor placed insurance (CPI) provides an alternative to our traditional blanket vendor
single interest product. While both products cover the risk of damage to uninsured collateral in a
lenders automobile loan portfolio, CPI covers an automobile lenders loan portfolio through
tracking individual borrowers insurance coverage. The lender purchases physical damage coverage
for loan collateral after a borrowers insurance has lapsed. The lender then charges the premium
to the borrower. The National Association of Insurance Commissioners (NAIC) developed a model
act for CPI in 1996 and several states have adopted its provisions. The model act helped to
clarify program parameters that are acceptable to regulators. We believe our CPI product complies
with the model act. During 2009, we provided CPI coverage to approximately 200 lending
institutions.
Third, guaranteed auto protection insurance (GAP) pays the difference or gap between the amount
owed by the customer on a lease or loan contract and the amount of primary insurance company
coverage in the event a vehicle is damaged beyond repair or stolen and never recovered. The gap
results from 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 low trade-in prices
contribute to such gap amounts. GAP insurance policies insure lenders, lessors and auto dealers
who waive gap amounts and elect to purchase GAP insurance to cover the risk assumed by making the
waiver. We offer two primary forms of GAP insurance products. First, voluntary GAP insurance
policies are primarily sold to lenders and lessors who in turn sell such policies directly to the
borrower when a vehicle is purchased or leased. Second, blanket GAP insurance policies are sold to
lessors who typically waive gap amounts on all of their leases. During 2009, we provided GAP
coverage to approximately 375 lenders, lessors and auto dealers.
Fourth, equipment physical damage insurance (EPD) is an all risk policy written to cover
agricultural, construction and commercial equipment vehicles. EPD was introduced in 2007 and
offers insurance protection for financed equipment purchases. This policy protects both lenders
and consumers against the risk of physical damage or theft of their financed equipment and is
available for the term of the loan or an annual basis. During 2009, we provided EPD coverage for
an equipment manufacturer, which was then ceded to its producer-owned reinsurance company (PORC).
Unemployment Compensation Products. Our unemployment compensation (UC) products are
utilized by entities that are qualified to elect not to pay unemployment compensation taxes and
instead reimburse state unemployment agencies for benefits paid by the agencies to the entities
former employees. Through our UCassure® and excess of loss products, we indemnify the qualified
entity for liability associated with its reimbursing obligations. In addition, we underwrite
surety bonds that certain states require employers to post in order to obtain reimbursing status
for their unemployment compensation obligations. During 2009, we provided UC insurance coverage to
approximately 100 customers.
Waste Industry Products. Our waste industry products (WIP) consist of waste, contract
and escrow surety bonds produced and administered by a general insurance agent. Under this program,
we assume, write on a direct basis, and cede certain waste surety bond business under three quota
share reinsurance arrangements. First, effective August 1, 2006, the 50% quota share reinsurance
arrangement we entered into in the second quarter of 2004 was amended whereby we assumed 50% of
waste surety bonds with liability limits up to $1.2 million from two insurance carriers. Second,
effective August 1, 2007, we entered into a 5% quota share reinsurance arrangement whereby we
assumed 5% of waste surety bonds with liability limits over $1.2 million up to $10.0 million from
two insurance carriers. This reinsurance arrangement is renegotiated annually and was renewed with
similar terms on August 1, 2008. For the August 1, 2009 renewal, our participation was changed to
12.5%. Third, in addition to assuming business, we also write on a direct basis waste surety bonds
with liability limits up to $5.0 million. We then cede 50% of that business to an insurance
carrier under a reinsurance arrangement. In addition to the quota share arrangements, we also
participate in several facultative reinsurance arrangements. The majority of the waste surety
bonds under the program satisfy the closure/post-closure financial responsibility obligations
imposed on solid waste treatment, storage and disposal facilities pursuant to Subtitles C and D of
the Federal Resource Conservation and Recovery Act. Closure/post-closure bonds cover future costs
to close and monitor a regulated site such as a landfill. In addition to waste surety bonds, our
WIP program includes certain contract and escrow surety bond business which the Company writes
directly, assumes and cedes under several quota share reinsurance arrangements. Effective October
1, 2009, we increased our participation from 25% to 33% for our contract surety assumed reinsurance
arrangement. The contract and escrow surety bond business is included as part of our WIP program
because it is produced by the same general agent that produces the waste surety bond business. All
of the surety bonds under the WIP program are fully indemnified by the principal and collateral is
maintained on the majority of the bonds. The indemnifications and collateralization of this
program reduces the risk of loss. All surety bonds written directly, assumed and ceded under this
program are produced and administered by a general insurance agent that is affiliated with one of
the insurance carriers participating in the program. The general insurance agent utilizes various
insurance carriers, including the Company, in placing its surety bond business. Our direct premium
volume for this program is determined by the general insurance agents decision to place business
with the Company. During 2009, we provided WIP coverage
to approximately 100 customers.
Ohio Indemnity is currently listed on the United States Treasury Departments listing of approved
surety companies (the Treasury Listing). The Treasury Listing is required for all surety
companies who issue or reinsure surety bonds naming the United States government or any branch or
agency of the United States government as the obligee. The Treasury Listing also establishes a
companys
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maximum net loss exposure amount on any one surety bond based on its capital and surplus.
Many governmental entities, both federal and non-federal, that issue landfill licenses and permits
will accept surety bonds only from insurance companies that are on the Treasury Listing. Ohio
Indemnitys Treasury Listing is reviewed annually and was last updated on July 1, 2009 with a
maximum net exposure, after reinsurance, in any single surety bond of $4.5 million. If Ohio
Indemnitys Treasury Listing were revoked, or if its surety bond limit were reduced, it would
eliminate or reduce the Companys ability to write and assume business under our WIP and UC product
lines. This could have a material adverse effect on our business, financial condition and/or
operating results.
Other Specialty Products. We have certain other specialty products which consist primarily
of two vehicle service contract programs. The premiums produced under other specialty products are
not considered material to our results of operations. For our two vehicle service contract
programs, we maintain reinsurance and/or collateral in excess of our estimated claim obligations,
which reduces our risk of loss. For more information concerning one of the vehicle service
contract programs, see Automobile Service Contract Program in Note 15 to the Consolidated
Financial Statements and Overview-Automobile Service Contract Program in Item 7 below.
In addition, from 2001 until the end of the second quarter of 2004, we participated in a bail and
immigration bond program. This program was discontinued in the second quarter of 2004. For more
information concerning this program, see Discontinued Bond Program in Note 15 to the Consolidated
Financial Statements and Overview-Discontinued Bond Program in Item 7 below.
Distribution of Products. We sell our insurance products through multiple distribution
channels, including three managing general agents, approximately thirty independent agents and
direct sales.
Ultimate Services Agency, LLC
In July 2002, we formed Ultimate Services Agency, LLC, a wholly-owned subsidiary. We formed USA to
act as an agency for placing and servicing property/casualty insurance policies offered and
underwritten by Ohio Indemnity and by other property/casualty insurance companies.
COMPETITION
The insurance business is highly competitive with over 3,000 property/casualty insurance companies
in the United States. The majority of such property/casualty insurers are not engaged in the
specialty lines of property/casualty insurance which we underwrite. Some of our competitors may:
(1) offer more diversified insurance coverage; (2) have greater financial resources; (3) offer
lower premiums; (4) have more complete and complex product lines; (5) have greater pricing
flexibility; (6) have different marketing techniques; (7) have a higher financial rating; and/or
(8) provide better agent compensation. Management believes that one of our competitive advantages
is specializing in limited insurance lines. This specialization allows us to refine our
underwriting and claims techniques, which in turn, provides agents and insureds with superior
service.
Importance of Industry Ratings
Ohio Indemnity received an A- (Excellent) rating with a stable outlook from A.M. Best in October
2009. A.M. Best generally assigns ratings based on an insurance companys ability to pay
policyholder obligations (not based on protection of investors) and focuses on capital adequacy,
loss and loss expense reserve adequacy and operating performance. If our performance in these areas
declines, A.M. Best could downgrade our rating. A downgrade of our rating could cause our current
or future insurance agents and insureds to choose other, more highly rated competitors. In
addition, we believe that not having an A- rating or better could impact an agents or customers
willingness to place business with Ohio Indemnity.
Reliance on General Agents and Major Customers
During 2009, approximately $63.3 million (86.5%) of our gross premiums written were distributed
among five general agents and three major customers as follows (dollars in millions):
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Type |
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Customer |
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24.3 |
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33.3 |
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General Agent |
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9.3 |
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12.8 |
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General Agent |
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6.5 |
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8.8 |
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Customer |
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6.2 |
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8.5 |
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General Agent |
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4.5 |
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6.1 |
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Customer |
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4.4 |
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6.0 |
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General Agent |
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4.3 |
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5.8 |
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General Agent |
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3.8 |
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5.2 |
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TOTAL |
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$ |
63.3 |
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86.5 |
% |
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The above customers are not obligated to buy the Companys insurance products and the above agents
are not obligated to promote the Companys insurance products and may sell competitors insurance
products. As a result, our business depends in part on our ability to
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offer insurance products and
services that meet the requirements of these customers, these agents and the customers of these
agents and on the marketing efforts of these agents. In addition, these relationships may be
discontinued, or if they do continue, they may not remain profitable for us. A loss of all or
substantially all the business produced by one or more of these customers and/or agents could have
a material adverse effect on our business, financial condition and/or operating results.
REINSURANCE
We assume and cede reinsurance with other insurers and reinsurers. Such arrangements serve to
enhance our capacity to write business, provide greater diversification, align the interests of our
business partners with our interests and/or limit our maximum loss arising from certain risks.
Although reinsurance does not discharge the original insurer from its primary liability to its
policyholders, it is the practice of insurers, for accounting purposes, to treat reinsured risks as
risks of the reinsurer. The primary insurer would reassume liability in those situations where the
reinsurer is unable to meet the obligations it assumed under the reinsurance agreement. The ability
to collect reinsurance is subject to the solvency of the reinsurers and/or collateral provided
under the reinsurance agreement.
Several of our lender service insurance producers have formed sister reinsurance companies, each of
which is commonly referred to as a producer-owned reinsurance company (PORC). The primary reason
for an insurance producer to form a PORC is to realize the underwriting profits and investment
income from the insurance premiums generated by that producer. In return for ceding business to
the PORC, we receive a ceding commission, which is based on a percentage of the premiums ceded.
Such arrangements align the interests of our business partners with our interests while preserving
valued customer relationships. All of our lender service ceded reinsurance transactions are PORC
arrangements.
Effective October 1, 2003, we entered into a producer-owned reinsurance arrangement with a CPI
customer whereby 100% of that customers premiums (along with the associated risk) were ceded to
its PORC. For this reinsurance arrangement, we have obtained collateral in the form of a trust
from the reinsurer to secure our obligations. Under the provisions of the reinsurance agreement,
the collateral must be equal to or greater than 102% of the reinsured reserves and we have
immediate access to such collateral if necessary. Effective April 1, 2008, the policy related to
this arrangement was cancelled. Under this arrangement, we ceded premiums earned of $24,177 and
$1,958,377 for the years ended December 31, 2009 and 2008, respectively.
Effective January 1, 2005, we entered into a producer-owned reinsurance arrangement with a GAP
agent whereby 100% of that agents premiums (along with the associated risk) were ceded to its
PORC. For this reinsurance arrangement, we have obtained collateral in the form of a letter of
credit to secure our obligations. Under the provisions of the reinsurance agreement, the
collateral must be equal to or greater than 102% of the reinsured reserves and we have immediate
access to such collateral if necessary. Under this arrangement, we ceded premiums earned of
$4,857,697 and $4,657,167 for the years ended December 31, 2009 and 2008, respectively.
Effective January 1, 2007, we entered into a producer-owned reinsurance arrangement with an EPD
customer whereby 100% of that customers premiums (along with the associated risk) were ceded to
its PORC. For this reinsurance arrangement, we have obtained collateral in the form of funds held
and a letter of credit to secure our obligations. Under the provisions of the reinsurance
agreement, the collateral must be equal to or greater than 102% of the reinsured reserves and we
have immediate access to such collateral if necessary. Under this arrangement, we ceded premiums
earned of $17,244,926 and $11,785,400 for the years ended December 31, 2009 and 2008, respectively.
Under our WIP product line, we assume, write on a direct basis, and cede certain waste, contract
and escrow surety bond business under various reinsurance arrangements described above. Under this
program, we assumed premiums earned of $4,695,769 and $5,292,338 for the years ended December 31,
2009 and 2008, respectively, and ceded premiums earned of $2,594,267 and $2,438,384 for the years
ended December 31, 2009 and 2008, respectively.
In addition to the reinsurance arrangements discussed above, we have other reinsurance
arrangements, including two lender service PORC quota share reinsurance arrangements, one UC
facultative reinsurance arrangement, and three reinsurance arrangements for our vehicle service
contract programs (for more information concerning one of our vehicle service contract programs,
see Automobile Service Contract Program in Note 15 to the Consolidated Financial Statements and
Overview-Automobile Service Contract Program in Item 7 below). Under these arrangements, we
ceded premiums earned of $554,078 and $618,788 for the years ended December 31, 2009 and 2008,
respectively.
From 2001 until the end of the second quarter of 2004, we also participated in a bail and
immigration bond reinsurance program. This program was discontinued in the second quarter of 2004.
For more information concerning this program, see Overview-Discontinued Bond Program in Item 7
below and Discontinued Bond Program in Note 15 to the Consolidated Financial Statements.
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REGULATION
Insurance Company Regulation
Ohio Indemnity, as an Ohio property/casualty insurance corporation, is subject to the regulatory
supervision of the Department. In addition, Ohio Indemnity is subject to regulation in each
jurisdiction in which it is licensed to write business.
Such regulation relates to, among other matters: licensing of insurers and their agents; authorized
lines of business; capital and surplus requirements; rate and form approvals; claims practices;
mandated participation in shared markets; reserve requirements; insurer solvency; investment
criteria; underwriting limitations; affiliate transactions; dividend limitations; changes in
control; and a variety of other financial and non-financial components of our business.
All insurance companies must file annual financial statements (prepared in accordance with
statutory accounting rules) in states where they are authorized to do business and are subject to
regular and special examinations by the regulatory agencies of those states. In December 2006, the
Department initiated its financial examination of Ohio Indemnity covering the period from October
1, 2002 through December 31, 2006. On July 8, 2007, the Department issued its examination report.
No adjustments to Ohio Indemnitys previously filed statutory financial statements were required as
a result of the examination.
Numerous states require deposits of assets by insurance companies to protect policyholders. Such
deposits must consist of securities which comply with standards established by the particular
states insurance department. As of December 31, 2009, we have securities with an amortized cost
of $5,026,215 deposited with eleven state insurance departments. The deposits, typically required
by a states insurance department on admission to do insurance business in such state, may be
increased periodically as mandated by applicable statutory or regulatory requirements.
Ohio Insurance Holding Company System Regulation
We are also subject to the Ohio Insurance Holding Company System Regulatory Act, as amended (the
Ohio Insurance Holding Company Act), which requires that notice of the proposed payment of any
dividend or other distribution by Ohio Indemnity be given to the Ohio Superintendent of Insurance
(the Ohio Superintendent) within five business days of its declaration and at least ten days
prior to payment. If such dividend or distribution is paid from other than earned surplus or the
dividend or distribution, together with any other dividends or distributions made within the
preceding 12 months, exceeds the greater of: (1) 10% of Ohio Indemnitys statutory surplus as of
the immediately preceding December 31, or (2) the statutory net income of Ohio Indemnity for the
immediately preceding calendar year, notice of the proposed dividend or distribution must be given
to the Ohio Superintendent at least 30 days prior to payment, and the Ohio Superintendent may
disapprove the dividend or distribution within the 30 day period following receipt of such notice.
During 2010, the maximum amount of dividends that may be paid to Bancinsurance by Ohio Indemnity
without prior approval is limited to $5,300,961.
Pursuant to the Ohio Insurance Holding Company Act, no person may acquire, directly or indirectly,
10% or more of the outstanding voting securities of Bancinsurance or Ohio Indemnity, unless the
Ohio Superintendent 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 acquirers
financial condition, the competence of its management and whether competition in Ohio would be
reduced. In addition, under the Ohio Insurance Holding Company Act, certain other material
transactions involving Ohio Indemnity and its affiliates must be disclosed to the Ohio
Superintendent not less than 30 days prior to the effective date of the transaction. The Ohio
Superintendent may elect not to approve such transaction within such 30-day period if it does not
meet the required standards. Transactions requiring approval by the Ohio 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 under the Ohio Insurance
Holding Company Act 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 Act and the related regulations.
National Association of Insurance Commissioners
All states have adopted the financial reporting form of the NAIC, which form is typically referred
to as the NAIC annual statement. In addition, most states, including Ohio, generally defer to
NAIC with respect to statutory accounting practices and procedures. In this regard, the 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 Department requires that insurance companies domiciled in the State of Ohio
prepare their statutory basis financial statements in accordance with the NAIC Accounting Practices
and Procedures Manual.
The NAIC applies a risk-based capital test to property/casualty insurers. Ohio also applies the
NAIC risk-based capital test. The
risk-based capital test serves as a benchmark of an insurance enterprises solvency by establishing
statutory surplus targets which will require certain company level or regulatory level actions.
Ohio Indemnitys total adjusted capital was in excess of all required action levels as of December
31, 2009.
7
SEC Investigation
As previously reported, on February 14, 2005, the Company received notification from the SEC that
it was conducting an informal, non-public inquiry regarding the Company. On March 29, 2005, the
Company was notified by the SEC that the informal, non-public inquiry had been converted into a
formal private investigation. On October 23, 2007, the Company and certain of its current officers
(Chief Executive Officer, Chief Financial Officer and Vice President of Specialty Products) each
received a Wells Notice (the Notice) from the staff of the SEC indicating that the staff was
considering recommending that the Commission bring a civil action against each of them for possible
violations of the federal securities laws. The Notice provided the Company and each officer the
opportunity to present their positions to the staff before the staff recommends whether any action
should be taken by the Commission.
On November 16, 2009, the Commission filed settled enforcement actions against the Company and the
Chief Executive Officer that resolve the SEC investigation with respect to them. The settlement
relates to one accounting matter in 2003 and first quarter of 2004: reserving for the Companys
since-discontinued bond program. Under the terms of its settlement with the SEC, the Company
consented, without admitting or denying the allegations in the complaint filed by the Commission,
to the entry of a final judgment permanently enjoining the Company from violating Sections 10(b),
13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. No fines, civil penalties
or other sanctions were assessed against the Company. Under the terms of his settlement, the
Chief Executive Officer consented, without admitting or denying the allegations in the complaint
filed by the Commission, to the entry of a final judgment permanently enjoining him from violating
Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder and
from aiding and abetting any violation of Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the
Exchange Act and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. He also agreed to pay a $60,000
civil penalty. On November 25, 2009, the settlements were approved by the United States District
Court for the District of Columbia, and became final upon entry by the Court of the final judgment
against the Company and the Chief Executive Officer.
On February 3, 2010, the Company was informed that the staff of the SEC had completed its
investigation as to the Chief Financial Officer and Vice President of Specialty Products and does
not intend to recommend to the Commission any enforcement action against either officer.
Pursuant to separate undertaking agreements dated November 12, 2007 between the Company and each
officer who received the Notice, the Company agreed to advance reasonable legal fees and expenses
incurred by each officer in connection with the SEC investigation. The undertaking agreements
required each officer to repay the amounts advanced if it was ultimately determined, in accordance
with Article Five of the Companys Amended and Restated Code of Regulations (the Regulations),
that the officer did not act in good faith or in a manner he reasonably believed to be in or not
opposed to the best interests of the Company with respect to the matters covered by the SEC
investigation. The Companys board of directors has determined that none of these officers is
required to repay any amounts advanced to him pursuant to his undertaking agreement for legal fees
and expenses incurred in connection with the SEC investigation. The undertaking agreements are
accounted for as guarantee liabilities as more fully described in Note 4 to the Consolidated
Financial Statements.
For the years ended December 31, 2009 and 2008, the Company incurred expenses of $23,616 and
$3,289,462, respectively, related to the SEC investigation. For 2009, the $23,616 of expenses
consisted of (1) $171,036 of Company expenses and (2) a $147,420 net decrease in the Companys
guarantee liability associated with the undertaking agreements as the Company reduced its guarantee
liability to zero at December 31, 2009 based on the events described above. For 2008, the
$3,289,462 of expenses consisted of (1) $2,314,644 of Company expenses and (2) a $974,818 net
increase in the Companys guarantee liability related to the undertaking agreements.
See Business Outlook-Expenses and Liquidity and Capital Resources in Item 7 below, Note 4 to
the Consolidated Financial Statements and Items 13 and 14 for additional information regarding the
Companys legal costs associated with the SEC investigation.
EMPLOYEES
As of February 2, 2010, we employed 33 full-time employees and no part-time employees. None of our
employees are represented by a collective bargaining agreement, and we are not aware of any efforts
to unionize our employees.
SERVICE MARKS
Our service marks ULTIMATE LOSS INSURANCE, UTIMATE GAP and UCASSURE are registered with the
United States Patent and Trademark Office and the State of Ohio. While these service marks are
important to us, we do not believe our business is materially dependent on any one of them.
8
ITEM 2. PROPERTIES
As of February 2, 2010, we leased approximately 13,300 square feet in Columbus, Ohio for our
headquarters pursuant to a lease that commenced on January 1, 2009 and expires on December 31,
2015.
ITEM 3. LEGAL PROCEEDINGS
Highlands Arbitration. See Overview-Discontinued Bond Program in Item 7 below and
Discontinued Bond Program in Note 15 to the Consolidated Financial Statements for information
concerning the Highlands arbitration.
SEC Investigation. See Regulation-SEC Investigation in Item 1 above, Business
Outlook-Expenses and Liquidity and Capital Resources in Item 7 below, Note 4 to the Consolidated
Financial Statements and Items 13 and 14 for information concerning the SEC investigation.
In addition, we are involved in other legal proceedings arising in the ordinary course of business
which are routine in nature and incidental to our business. We currently believe that none of
these matters, either individually or in the aggregate, is reasonably likely to have a material
adverse effect on our financial condition, results of operations or liquidity. However, because
litigation is subject to inherent uncertainties and the outcome of such matters cannot be predicted
with reasonable certainty, there can be no assurance that any one or more of these matters will not
have a material adverse effect on our financial condition, results of operations and/or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
9
PART II
ITEM 5.
MARKET FOR REGISTRANTS COMMON SHARES, RELATED SHAREHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
The Companys common shares are currently dually quoted on the OTC Bulletin Board and in the pink
sheets in the over-the-counter market under the symbol BCIS. The following table sets forth the
reported high and low sales prices for the Companys common shares on the OTC Bulletin Board and in
the pink sheets for each quarterly period within the fiscal years ended December 31, 2008 and
2009.
|
|
|
|
|
|
|
|
|
Period |
|
High Price |
|
|
Low Price |
|
Quarterly period ended March 31, 2008 |
|
$ |
5.20 |
|
|
$ |
4.30 |
|
Quarterly period ended June 30, 2008 |
|
|
5.10 |
|
|
|
4.25 |
|
Quarterly period ended September 30, 2008 |
|
|
6.00 |
|
|
|
4.50 |
|
Quarterly period ended December 31, 2008 |
|
|
6.00 |
|
|
|
3.25 |
|
|
|
|
|
|
|
|
|
|
Period |
|
High Price |
|
|
Low Price |
|
Quarterly period ended March 31, 2009 |
|
$ |
4.50 |
|
|
$ |
3.51 |
|
Quarterly period ended June 30, 2009 |
|
|
5.00 |
|
|
|
3.00 |
|
Quarterly period ended September 30, 2009 |
|
|
4.00 |
|
|
|
3.40 |
|
Quarterly period ended December 31, 2009 |
|
|
6.50 |
|
|
|
3.45 |
|
These prices may reflect inter-dealer prices without retail mark-up, markdown or commissions and
may not represent actual transactions.
The trading volume for the Companys common shares has historically been relatively limited and a
consistently active trading market for our common shares may not occur on the OTC Bulletin Board
and in the pink sheets.
On February 2, 2010, the last reported sales price for the Companys common shares on the OTC
Bulletin Board and in the pink sheets was $5.00.
HOLDERS
The number of holders of record of the Companys common shares as of February 2, 2010 was
approximately 600.
DIVIDENDS
On November 13, 2009, Bancinsurance Corporations board of directors declared a cash dividend of
$0.50 per share (approximately $2.6 million in the aggregate) payable on December 14, 2009 to
holders of record of its common shares as of the close of business on November 30, 2009.
Bancinsurance Corporation has not historically paid cash dividends and did not declare or pay any
other cash dividends on its common shares during the fiscal years ended December 31, 2008 and 2009.
The declaration and payment of future dividends (if any) are subject to the discretion of
Bancinsurance Corporations board of directors and will depend upon our results of operations,
financial condition, capital levels and requirements, cash requirements and future prospects, any
legal, tax, regulatory and contractual restrictions and other factors deemed relevant by the board
of directors. Accordingly, there can be no assurance that Bancinsurance Corporation will declare
and pay any future dividends.
For a description of the restrictions on payment of dividends to us from Ohio Indemnity, see
Regulation-Ohio Insurance Holding Company System Regulation in Item 1 above, Liquidity and
Capital Resources in Item 7 below and Note 11 to the Consolidated Financial Statements.
REPURCHASE OF COMMON SHARES
There were no purchases made by or on behalf of the Company or any affiliated purchaser (as
defined in Rule 10(b)-18(a)(3) under the Securities Exchange Act of 1934, as amended) of our common
shares during the fourth quarter of the 2009 fiscal year.
10
ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
Bancinsurance is a specialty property/casualty insurance holding company incorporated in the State
of Ohio in 1970. The Company has two reportable business segments: (1) property/casualty
insurance; and (2) insurance agency. These segments are described in more detail below.
Products and Services
A discussion of our principal products and services is set forth in Item 1 above under the caption
Products and Services and is incorporated herein by reference.
Discontinued Bond Program
Beginning in 2001 and continuing into the second quarter of 2004, we participated as a reinsurer in
a program covering bail and immigration bonds issued by four insurance carriers and produced by a
bail bond agency (collectively, the discontinued bond program or the program). The liability of
the insurance carriers was reinsured to a group of reinsurers, including us. We assumed 15% of the
business from 2001 through 2003 and 5% of the business during the first half of 2004. This program
was discontinued in the second quarter of 2004.
Based on the design of the program, the bail bond agency was to obtain and maintain collateral and
other security and to provide funding for bond losses. The bail bond agency and its principals
were responsible for all losses as part of their program administration. The insurance carriers
and, in turn, the reinsurers were not required to pay losses unless there was a failure of the bail
bond agency. As the bonds were to be 100% collateralized, any losses paid by the reinsurers were
to be recoverable through liquidation of the collateral and collections from third party
indemnitors.
In the second quarter of 2004, we came to believe that the discontinued bond program was not being
operated as it had been represented to us by agents of the insurance carriers who had solicited our
participation in the program, and we began disputing certain issues with respect to the program,
including but not limited to: 1) inaccurate/incomplete disclosures relating to the program; 2)
improper supervision by the insurance carriers of the bail bond agency in administering the
program; 3) improper disclosures by the insurance carriers through the bail bond agency and the
reinsurance intermediaries during the life of the program; and 4) improper premium and claims
administration. Consequently, during the second quarter of 2004, we ceased paying claims on the
program and retained outside legal counsel to review and defend our rights under the program.
During 2004 and 2005, we entered into arbitrations with the following four insurance carriers that
participated in the discontinued bond program: 1) Aegis Security Insurance Company (Aegis); 2)
Sirius America Insurance Company (Sirius); 3) Harco National Insurance Company (Harco); and 4)
Highlands Insurance Company (Highlands), which had been placed in receivership in 2003. During
2006, the arbitrations with Aegis, Sirius and Harco concluded. For Aegis and Sirius, we entered
into written settlement agreements with these insurance carriers resolving all disputes between us
and these carriers relating to the discontinued bond program. These settlement agreements also
relieved us from any potential future liabilities with respect to bonds issued by Aegis and Sirius.
For Harco, in August 2006, the Harco arbitration panel issued its Final Award and Order ordering
each of the reinsurers participating in the arbitration, including us, to pay its proportionate
share of past and future claims paid by Harco, subject to certain adjustments, offsets and credits
(the Final Order). On January 11, 2010, the Company entered into a written settlement agreement
with Harco resolving all matters between the Company and Harco relating to the discontinued bond
program and the Final Order. Pursuant to the settlement agreement, the Company agreed to pay
$1,450,000 to Harco to resolve the entire matter, including any potential future liabilities with
respect to bonds issued by Harco. As of December 31, 2008, the Company had reserved $1,858,574 for
Harco. As a result of the settlement, the Company reduced its reserve to $1,450,000 at December 31,
2009 which resulted in an increase to pre-tax income of $408,574 ($269,659 after tax) during 2009.
For Highlands, in October 2009, the Company reached an agreement in principle with Highlands to
resolve all matters between the Company and Highlands relating to the discontinued bond program.
Pursuant to the settlement agreement, the Company agreed to pay $3,000,000 to Highlands to resolve
the entire matter, including any potential future liabilities with respect to bonds issued by
Highlands. Because Highlands is currently in receivership, the settlement agreement was subject to
the approval of the Texas receivership court. On December 22, 2009, the Texas receivership court
approved the settlement agreement, and on December 23, 2009, the Company entered into the written
settlement agreement with Highlands. As of December 31, 2008, the Company had
reserved $4,780,885 for Highlands. As a result of the settlement, the Company reduced its reserve
to $3,000,000 at December 31, 2009 which resulted in an increase to pre-tax income of $1,780,886
($1,175,385 after tax) during 2009.
11
Pursuant to the Harco and Highlands settlement agreements, in January 2010, the Company paid
$1,450,000 to Harco and $3,000,000 to Highlands. These payments did not have a material impact on
the Companys liquidity. As a result of the Harco and Highlands settlements, all of the Companys
liabilities and obligations under the discontinued bond program have been satisfied.
Recently Issued Accounting Standards
In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 168 (Codification reference ASC 105), The FASB Accounting
Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principlesa
replacement of FASB Statement No. 162. SFAS No. 168 sets forth the FASB Accounting Standards
Codification (the Codification) as the single source of authoritative nongovernmental Generally
Accepted Accounting Principles (GAAP). The Codification was launched on July 1, 2009 and is the
official source of authoritative, nongovernmental U.S. GAAP, superseding existing FASB, American
Institute of Certified Public Accountants (AICPA), EITF, and related literature. After the
Codification was launched on July 1, 2009, only one level of authoritative U.S. GAAP exists, other
than guidance issued by the SEC. All other accounting literature excluded from the Codification
will be considered non-authoritative. The Codification is effective for interim and annual periods
ending after September 15, 2009. The Company has included references to the Codification in the
notes to the consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157 (Codification reference ASC 820), Fair Value
Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value
and expands disclosure about fair value measurements. It applies to other pronouncements that
require or permit fair value measurements but does not require any new fair value measurements. The
statement defines fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement
date. SFAS No. 157 establishes a fair value hierarchy (i.e., Levels 1, 2 and 3) to increase
consistency and comparability in fair value measurements and disclosures. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff
Position (FSP) 157-2 (Codification reference ASC 820), Effective Date of FASB Statement No. 157
(FSP SFAS 157-2), which permits a one-year deferral of the application of SFAS No. 157 for all
non-financial assets and non-financial liabilities, except those that are recognized or disclosed
at fair value in the financial statements on a recurring basis (at least annually). The Company
adopted SFAS No. 157 and FSP SFAS 157-2 for financial assets and liabilities effective January 1,
2008, which did not have a material impact on the Companys consolidated financial statements. The
Company adopted SFAS No. 157 for non-financial assets and non-financial liabilities effective
January 1, 2009, which did not have a material impact on the Companys consolidated financial
statements. In October 2008, the FASB issued FSP 157-3 (Codification reference ASC 820),
Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active
(FSP SFAS 157-3), which clarifies the application of SFAS No. 157 in a market that is not active.
The adoption of this standard did not have a material impact on the Companys consolidated
financial statements.
In May 2008, the FASB issued SFAS No. 163 (Codification reference ASC 944), Accounting for
Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60 (Codification
reference ASC 944), Accounting and Reporting by Insurance Enterprises, applies to financial
guarantee insurance contracts issued by insurance enterprises, including the recognition and
measurement of premium revenue and claim liabilities. SFAS No. 163 also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all interim periods
within those fiscal years, except for disclosures about the insurance enterprises risk-management
activities, which are effective the first period beginning after issuance of SFAS No. 163. The
adoption of SFAS No. 163 did not have a material impact on the Companys consolidated financial
statements.
In January 2009, the FASB issued FSP EITF 99-20-1 (Codification reference ASC 325),
Amendments to the Impairment Guidance of EITF Issue No. 99-20. This FSP amends the impairment
guidance in EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased
Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in
Securitized Financial Assets, to achieve more consistent determination of whether an
other-than-temporary impairment has occurred. This FSP also retains and emphasizes the objective of
an other-than-temporary impairment assessment and the related disclosure requirements in FASB
Statement No. 115 (Codification reference ASC 320), Accounting for Certain Investments in Debt and
Equity Securities, and other related guidance. This FSP is effective for interim and annual
reporting periods ending after December 15, 2009. The Company adopted this FSP effective December
31, 2009, which did not have a material impact on the Companys consolidated financial statements.
In April 2009, the FASB issued FSP FAS 141(R)-1 (Codification reference ASC 805), Accounting for
Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.
This FSP requires that assets acquired and
liabilities assumed in a business combination that arise from contingencies be recognized at fair
value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the
asset or liability would generally be recognized in accordance with SFAS No. 5 (Codification
reference ASC 450), Accounting for Contingencies and FASB Interpretation No. 14 (Codification
reference ASC 450), Reasonable Estimation of the Amount of a Loss. Further, this FSP removed the
subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS
No. 141(R) (Codification reference ASC 805). The requirements of this FSP carry forward without
12
significant revision the guidance on contingencies of SFAS No. 141, Business Combinations, which
was superseded by SFAS No. 141(R). This FSP also eliminates the requirement to disclose an estimate
of the range of possible outcomes of recognized contingencies at the acquisition date. For
unrecognized contingencies, the FASB requires that entities include only the disclosures required
by SFAS No. 5. The Company adopted this FSP effective January 1, 2009, which did not have a
material impact on the Companys consolidated financial statements.
In April 2009, the FASB also issued the following three Staff Positions, each of which was adopted
by the Company on April 1, 2009 without a material impact on the Companys consolidated financial
statements:
|
|
|
FSP FAS 157-4 (Codification reference ASC 820), Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly (FSP FAS 157-4). This FSP supersedes FSP
FAS 157-3 (Codification reference ASC 820), Determining the Fair Value of a Financial
Asset When the Market for That Asset is Not Active. This FSP provides additional guidance
on: (1) estimating fair value when the volume and level of activity for an asset or
liability have significantly decreased in relation to the normal market activity for the
asset or liability, and (2) identifying transactions that are not orderly. This FSP must be
applied prospectively and retrospective application is not permitted. |
|
|
|
FSP FAS 115-2 and FAS 124-2 (Codification reference ASC 320), Recognition and
Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2). This FSP
provides new guidance on the recognition and presentation of other-than-temporary
impairments (OTTI) for available for sale and held to maturity fixed maturities (equities
are excluded). An impaired security is not recognized as an impairment if management does
not intend to sell the impaired security and it is more likely than not it will not be
required to sell the security before the recovery of its amortized cost basis. If
management concludes a security is other-than-temporarily impaired, this FSP requires that
the difference between the fair value and the amortized cost of the security be presented
as an OTTI charge in the statements of operations, with an offset for any noncredit-related
loss component of the OTTI charge to be recognized in other comprehensive income.
Accordingly, only the credit loss component of the OTTI amount will have an impact on the
Companys results of operations. This FSP also requires extensive new interim and annual
disclosure for both fixed maturities and equities to provide further disaggregated
information as well as information about how the credit loss component of the OTTI charge
was determined and requiring a roll forward of such amount for each reporting period. |
|
|
|
FSP FAS 107-1 and APB 28-1 (Codification reference ASC 825), Interim Disclosures about
Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1). This FSP extends the
disclosure requirements under SFAS No. 107 (Codification reference ASC 825), Disclosures
about Fair Value of Financial Instruments, to interim financial statements and it amends
APB Opinion 28 (Codification reference ASC 270), Interim Financial Reporting, to require
those disclosures in summarized financial information at interim reporting periods. |
In May 2009, the FASB issued SFAS No. 165 (Codification reference ASC 855), Subsequent
Events. SFAS No. 165 sets standards for the disclosure of events that occur after the
balance-sheet date, but before financial statements are issued or are available to be issued. SFAS
No. 165 sets forth the following: (1) the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements; (2) the circumstances under which
an entity should recognize events or transactions occurring after the balance sheet date in its
financial statements; and (3) the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim and
annual periods ending after June 15, 2009. The Company adopted SFAS No. 165 effective April 1,
2009. The Company uses the date of the filing of its periodic report with the SEC as the date
through which subsequent events have been evaluated, which is the same date as the date the
financial statements are issued. The adoption of SFAS No. 165 did not have a material impact on
the Companys consolidated financial statements.
In June 2009, the FASB issued two other new FASB statements: (1) SFAS No. 166 (Codification
reference ASC 860), Accounting for Transfers of Financial Assets, and (2) SFAS No. 167
(Codification reference ASC 810), Amendments to FASB Interpretation No. 46(R). These FASB
statements establish new criteria governing whether transfers of financial assets are accounted for
as sales and are expected to result in more variable interest entities being consolidated. These
FASB statements are effective for annual periods beginning after November 15, 2009. The Company
adopted these FASB statements effective December 31, 2009, which did not have a material impact on
the Companys consolidated financial statements.
In January 2010, the FASB released a reworked version of ASC subtopic 820-10 (formerly SFAS No.
157). The amended rule requires companies to make separate disclosures for any significant
transfers made in or out of Levels 1 and 2, as well as describe the reasons for making the
transfers. The amended rule also states that companies can no longer lump together information
about swings in Level 3 fair-value measurements associated with purchases, sales, issuances, and
settlements of financial instruments. The amended rule also states that companies should provide
disclosures about the valuation techniques and inputs used to measure recurring as well
13
as
nonrecurring items that fall into either the Level 2 or Level 3 category. The amended rule is
effective for periods beginning after December 15, 2009, with one exception: the provisions about
disclosure of Level 3 measurement changes tied to the purchase, sales, issuances, and settlements
of financial instruments will go into effect for fiscal years beginning after December 15, 2010.
The adoption of the amended rule did not have a material impact on the Companys consolidated
financial statements.
Reinsurance Transactions
A discussion of our reinsurance transactions is set forth in Item 1 above under the caption
Reinsurance and is incorporated herein by reference.
Automobile Service Contract Program
During 2001, the Company began issuing insurance policies which guarantee the performance
obligations of two automobile service contract providers (the Providers). The Providers are
owned by a common parent. The Company has issued insurance policies covering business produced by
the Providers in five states. Our insurance policies guarantee the fulfillment of the Providers
obligations under the service contracts. Under the program, the Providers maintain the reserves
and related assets and are responsible for the claims administration. The Company is obligated to
pay a claim only if a Provider fails to do so. Under two reinsurance arrangements, the Company
cedes 100% of the business produced to two different insurance carriers. In addition, the Company
obtained collateral in the form of a $4.3 million letter of credit to secure our obligations under
the program. On February 15, 2007, one of the Providers entered into an Assignment for the Benefit
of Creditors liquidation proceeding. On March 2, 2007, the Illinois Department of Insurance moved
for, and obtained, an Order of Conservation, which granted the Illinois Department of Insurance the
authority to ascertain the condition and conserve the assets of that Provider. On April 13, 2007,
this Provider filed a voluntary petition under Chapter 11 of the Bankruptcy Code. On June 12,
2007, the Bankruptcy Court ruled that the Provider was an eligible debtor for purposes of the
Bankruptcy Code. This Provider has not written any service contracts under our insurance policies
after the commencement of the February 2007 liquidation proceeding. The other Provider has not
written any service contracts under our insurance policies since December 31, 2007.
On August 24, 2007, we drew on the $4.3 million letter of credit, of which approximately $2.7
million was attributable to our obligations in connection with the Provider that is in bankruptcy
and approximately $1.6 million was attributable to our obligations in connection with the Provider
that is not in bankruptcy, and we subsequently obtained an additional $0.5 million from the
Provider that is not in bankruptcy to further secure our insurance obligations. On December 2,
2008, the Bankruptcy Court entered a ruling approving a settlement and release agreement between us
and the Provider that is in bankruptcy. Under the terms of this settlement and release agreement,
we released from the collateral attributable to the Provider that is in bankruptcy and held by us
approximately $1.0 million to that Providers bankruptcy estate during the fourth quarter of 2008.
In exchange for the release of this collateral, the bankruptcy trustee, on behalf of the Provider
that is in bankruptcy, agreed to release us from any claims by such Provider and any third party,
other than those defined contract claims that are scheduled on the settlement and release agreement
(the scheduled claims). We believe the collateral retained by us attributable to such Provider
is sufficient to pay for the approximately $0.7 million in estimated liability for the scheduled
claims as of December 31, 2009. As a result of the settlement and release agreement, the $0.7
million liability associated with the Provider that is in bankruptcy is reported as reserve for
unpaid losses and loss adjustment expenses in our accompanying balance sheet.
As of December 31, 2009, the Provider that is not in bankruptcy has not defaulted on its
obligations under the service contracts. As of December 31, 2009, the total cash held by us as
collateral for such Provider was approximately $2.1 million, which funds are currently reported as
restricted short-term investments in our accompanying balance sheet. As the collateral held by
us is greater than the estimated claim obligations for service contracts issued by this Provider,
the entire $2.1 million is reported as a liability in our accompanying balance sheet within funds
held for account of others.
Because we believe our estimated liability for claims under this program is fully collateralized
and our loss exposure is 100% reinsured, we do not believe the events described above will have a
material adverse impact on us. However, if the Provider that is not in bankruptcy defaults on its
obligations, and if our actual liability for claims under this program exceeds the collateral held
by us and if we are unable to collect on the reinsurance, then this program could have a material
adverse effect on our business, financial condition and/or operating results.
SEC Investigation
A discussion of the SEC investigation is set forth in Item 1 above under the caption
Regulation-SEC Investigation, and is incorporated herein by reference.
14
SUMMARY RESULTS
The following table sets forth period-to-period changes in selected financial data:
|
|
|
|
|
|
|
|
|
|
|
Period-to-Period Increase (Decrease) |
|
|
|
2008-2009 |
|
|
|
Amount |
|
|
% Change |
|
Net premiums earned |
|
$ |
(4,079,330 |
) |
|
|
(8.5 |
)% |
Net investment income |
|
|
149,249 |
|
|
|
3.8 |
|
Net realized gains on investments |
|
|
720,829 |
|
|
|
299.9 |
|
Other-than-temporary impairments on investments |
|
|
534,564 |
|
|
|
(14.4 |
) |
Management fees |
|
|
(210,075 |
) |
|
|
(57.0 |
) |
Total revenues |
|
|
(2,900,913 |
) |
|
|
(5.9 |
) |
Losses and LAE |
|
|
(2,578,928 |
) |
|
|
(10.5 |
) |
Discontinued bond program losses and LAE |
|
|
(2,087,556 |
) |
|
|
2,048.6 |
|
Policy acquisition costs |
|
|
(603,696 |
) |
|
|
(5.2 |
) |
Other operating expenses |
|
|
209,003 |
|
|
|
2.7 |
|
SEC investigation expenses |
|
|
(3,265,846 |
) |
|
|
(99.3 |
) |
Interest expense |
|
|
(416,836 |
) |
|
|
(33.8 |
) |
Income before federal income taxes |
|
|
5,842,946 |
|
|
|
1,127.8 |
|
Net income |
|
|
3,707,427 |
|
|
|
272.3 |
|
Net income for 2009 was $5,068,730, or $0.99 per diluted share, compared to $1,361,303, or $0.27
per diluted share, for 2008. The most significant factors that influenced this period-over-period
comparison were (1) a $3.3 million ($2.2 million after tax) decrease in expenses related to the SEC
investigation, (2) a $2.2 million ($1.4 million after tax) decrease in reserves for our
discontinued bond program as a result of the Harco and Highlands settlements as discussed in
Overview-Discontinued Bond Program above, (3) a $0.7 million ($0.5 million after tax) increase in
net realized gains on investments and (4) a $0.5 million ($0.4 million after tax) decrease in
other-than-temporary impairment charges on investments.
The combined ratio, which is the sum of the loss ratio and the expense ratio, is the traditional
measure of underwriting experience for property/casualty insurance companies. Our specialty
insurance products are underwritten by Ohio Indemnity, whose results represent the Companys
combined ratio. The statutory combined ratio is the sum of the ratio of losses to premiums earned
plus the ratio of statutory underwriting expenses less management fees to premiums written after
reducing both premium amounts by dividends to policyholders. Statutory accounting principles differ
in certain respects from GAAP. Under statutory accounting principles, policy acquisition costs and
other underwriting expenses are recognized immediately, not at the same time premiums are earned.
To convert underwriting expenses to a GAAP basis, policy acquisition costs are deferred and
recognized over the period in which the related premiums are earned. Therefore, the GAAP combined
ratio is the sum of the ratio of losses to premiums earned plus the ratio of underwriting expenses
less management fees to premiums earned. In addition, statutory accounting principles may require
additional unearned premium reserves that result in net premiums earned on a statutory basis
differing from that of net premiums earned on a GAAP basis which also impacts the comparison of the
combined ratio for GAAP and statutory purposes. The following table reflects Ohio Indemnitys
loss, expense and combined ratios on both a statutory and a GAAP basis for the years ended:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
GAAP: |
|
|
|
|
|
|
|
|
Loss ratio |
|
|
46.9 |
% |
|
|
53.0 |
% |
Expense ratio |
|
|
42.7 |
|
|
|
40.3 |
|
|
|
|
|
|
|
|
Combined ratio |
|
|
89.6 |
% |
|
|
93.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory: |
|
|
|
|
|
|
|
|
Loss ratio |
|
|
47.3 |
% |
|
|
54.0 |
% |
Expense ratio |
|
|
43.5 |
|
|
|
44.5 |
|
|
|
|
|
|
|
|
Combined ratio |
|
|
90.8 |
% |
|
|
98.5 |
% |
|
|
|
|
|
|
|
15
RESULTS OF OPERATIONS
2009 Compared to 2008
Net Premiums Earned. Net premiums earned decreased 8.5%, or $4,079,330, to $44,083,446 in
2009 from $48,162,776 a year ago principally due to a decrease in premiums for our ULI and GAP
product lines which was partially offset by an increase in premiums for our CPI product line.
ULI net premiums earned decreased 20.2%, or $4,652,906, to $18,394,135 in 2009 from $23,047,041 a
year ago. Approximately $2.4 million of the decrease related to a large financial institution
customer that exited the automobile lending market in the fourth quarter of 2008. The remaining
decrease was principally due to a decline in lending volume for the majority of our ULI customers.
We believe this decline in lending volume was primarily caused by the national decline in
automobile sales when compared to a year ago.
Net premiums earned for CPI increased 148.9%, or $2,008,358, to $3,357,113 in 2009 from $1,348,755
a year ago primarily due to one of our CPI insurance agents placing more business with us.
Net premiums earned for GAP decreased 18.0%, or $1,755,982, to $8,003,877 in 2009 from $9,759,859 a
year ago. Approximately $0.8 million of the decrease related to the cancellation of a poor
performing GAP customer in the second quarter of 2008. The remaining decrease was principally due
to a decline in lending volume for the majority of our GAP customers. We believe this decline in
lending volume was primarily caused by the national decline in automobile sales when compared to a
year ago.
Net premiums earned for UC products increased 10.8%, or $712,224, to $7,332,977 in 2009 from
$6,620,753 a year ago primarily due to pricing increases and new customers added for our
UCassure® product combined with an increase in audit premium for our excess of loss
product.
Net premiums earned for WIP decreased 5.1%, or $360,964, to $6,785,803 in 2009 from $7,146,767 a
year ago primarily due to a decrease in escrow and contract surety bond premium which was partially
offset by an increase in waste surety bond premium.
For more information concerning premiums, see Business Outlook below.
Net Investment Income. Net investment income increased 3.8%, or $149,249, to $4,047,706 in
2009 from $3,898,457 a year ago principally due to an increase in our average invested assets
during 2009 when compared to a year ago.
Net Realized Gains on Investments. Net realized gains on investments increased 299.9%, or
$720,829, to $961,197 in 2009 from $240,368 a year ago primarily due to the timing of sales of
available for sale securities. We generally decide whether to sell securities based upon investment
opportunities and tax consequences. During 2009, we recorded $961,197 of net realized gains on
investments primarily due to sales of equity securities that had previously been written down as an
other-than-temporary impairment and then had subsequent recovery in value. In order to utilize tax
capital loss carrybacks prior to their expiration, we sold securities during 2009 that had
previously been written down and then had subsequent recovery in value. Sales of these securities
generated realized losses for tax purposes but generated realized gains for book purposes.
For more information concerning net realized gains on investments, see Business Outlook below.
Other-Than-Temporary Impairments on Investments. Other-than-temporary impairments on
investments decreased 14.4%, or $534,654, to $3,168,291 in 2009 from $3,702,945 a year ago. The
impairment charges recorded during 2009 were primarily due to the following: (1) $1,316,177 in
impairment charges for four closed-end mutual funds whose fair values were adversely affected by
the current market conditions; (2) $797,619 in impairment charges for equity securities of seven
financial institutions whose fair values were adversely affected primarily by the credit markets;
(3) $572,020 in impairment charges for a corporate fixed maturity security of a lending institution
(SLM Corp. or Sallie Mae) whose fair value was adversely affected by uncertainty in its investment
ratings by certain bond rating agencies; (4) $208,004 in impairment charges for two fixed maturity
securities that were downgraded below investment grade; (5) $150,713 in impairment charges for ten
fixed maturity securities that we intend to sell before their anticipated recovery in order to
utilize capital loss carrybacks for tax purposes; and (6) $62,157 in impairment charges for an
equity security of an insurance company whose fair value was adversely affected by the current
market conditions.
For more information concerning impairment charges, see Business Outlook and Critical Accounting
Policies-Other-Than-Temporary Impairment of Investments below and Note 2 to the Consolidated
Financial Statements.
Management Fees. Our management fees decreased 57.0%, or $210,075, to $158,766 in 2009
from $368,841 a year ago primarily due to
16
an increase in benefit charges. Our current benefit
charges may not necessarily correlate with the current national unemployment experience as the
non-profit entities that utilize our UC coverage may have different factors that are affecting
their unemployment rates. We expect management fees to vary from period to period depending on our
customers unemployment levels and benefit charges. For more information concerning management
fees, see Business Outlook below.
Losses and Loss Adjustment Expenses. Losses and LAE decreased 19.1%, or $4,666,484, to
$19,788,113 in 2009 from $24,454,597 a year ago principally due to a decrease in ULI and
discontinued bond program losses which was partially offset by an increase in CPI losses.
ULI losses and LAE decreased 24.1%, or $4,017,540, to $12,629,310 in 2009 from $16,646,850 a year
ago primarily due to the decline in premium described above.
CPI losses and LAE increased 311.3%, or $1,198,866, to $1,583,959 in 2009 from $385,093 a year ago
primarily due to the growth in premium described above.
GAP losses and LAE increased 4.2%, or $245,815, to $6,034,697 in 2009 from $5,788,882 a year ago.
The increase in losses was primarily caused by an increase in both frequency and severity of losses
for the majority of our GAP customers which was partially offset by a decrease in losses as a
result of the decline in premium described above. We believe the increase in severity in 2009 was
primarily related to an overall decline in used automobile values when compared to a year ago.
UC losses and LAE increased 56.2%, or $655,242, to $1,820,889 in 2009 from $1,165,647 a year ago.
This increase in losses was primarily caused by a $973,075 increase in loss reserves for our
UCassure® product as a result of an increase in benefit charges during 2009 when compared to a year
ago. This increase in losses was partially offset by a $440,000 decrease in losses as a result of
the previously disclosed settlement of a dispute with a former UC customer in 2008.
WIP losses and LAE decreased 3.5%, or $19,461, to $534,631 in 2009 from $554,092 a year ago. For
WIP, we record loss and LAE reserves using an expected loss ratio reserving method as recommended
by the primary insurance carrier and reviewed by our independent actuary. For waste surety bonds,
loss and LAE reserves are based on a certain percentage of net premiums earned over the trailing
thirty-six months. For contract and escrow surety bonds, loss and LAE reserves are based on a
certain percentage of total net premiums earned. As a result, the decrease in WIP losses and LAE in
2009 was primarily related to the decline in net premiums earned.
Discontinued bond program losses and LAE decreased $2,087,556 to a benefit of $2,189,460 in 2009
compared to a benefit of $101,904 in 2008. The benefit in 2009 resulted from the settlement
agreements with Highlands and Harco as described above in Overview-Discontinued Bond Program.
The benefit in 2008 was primarily attributable to Harco providing sufficient information for us to
estimate recoveries on their losses. See Overview-Discontinued Bond Program above and
Discontinued Bond Program in Note 15 to the Consolidated Financial Statements for more
information concerning losses and LAE for the discontinued bond program.
Other specialty products losses and LAE decreased $641,850 in 2009 compared to a year ago primarily
due to favorable loss development for one of our automobile service contract programs that is in
run off. See Automobile Service Contract Program above and Automobile Service Contract Program
in Note 15 to the Consolidated Financial Statements for more information concerning this program.
For more information concerning losses and LAE, see Business Outlook and Critical Accounting
Policies-Loss and Loss Adjustment Expense Reserves below.
Policy Acquisition Costs. Policy acquisition costs decreased 5.2%, or $603,696, to
$11,100,497 in 2009 from $11,704,193 a year ago primarily due to a decrease in commission expense
for our ULI and GAP product lines as a result of the decline in premium described above. This
decrease was partially offset by an increase in commission expense for our CPI product line
primarily due to the growth in premium described above.
Other Operating Expenses. Other operating expenses increased 2.7%, or $209,003, to
$8,012,125 in 2009 from $7,803,122 a year ago primarily due to an increase in compensation expense.
The increase in compensation expense principally related an increase in equity-based compensation
expense combined with an increase in non-equity incentive plan compensation expense.
SEC Investigation Expenses. SEC investigation expenses decreased 99.3%, or $3,265,846, to
$23,616 in 2009 from $3,289,462 a year ago. See SEC Investigation above, Business
Outlook-Expenses and Liquidity and Capital Resources below and Note 4 to the Consolidated
Financial Statements for more information concerning the SEC investigation.
17
Interest Expense. Interest expense decreased 33.8%, or $416,836, to $815,419 in 2009 from
$1,232,255 a year ago primarily due to declining interest rates on our trust preferred debt. See
Business Outlook and Liquidity and Capital Resources below and Note 7 to the Consolidated
Financial Statements for a discussion of the Companys trust preferred debt issued to affiliates
(which makes up the majority of the Companys interest expense).
Federal Income Taxes. The Companys effective federal income tax rate was 20.3% in 2009
compared to (162.7)% a year ago. This increase was primarily attributable to the ratio of
tax-exempt investment income when compared to income from operations for each period. For more
information concerning our federal income taxes, see Note 8 to the Consolidated Financial
Statements.
GAAP Combined Ratio. For 2009, the combined ratio improved to 89.6% from 93.3% a year ago.
The loss ratio improved to 46.9% in 2009 from 53.0% a year ago primarily due to the decrease in
losses and LAE for the discontinued bond program combined with favorable loss development for one
of our automobile service contract programs as described above. The expense ratio increased to
42.7% in 2009 from 40.3% a year ago primarily due to the amount of other operating expenses
relative to the decrease in net premiums earned combined with a higher commission expense ratio
given the decline in lender service business which has a lower commission structure when compared
to our UC and WIP product lines.
BUSINESS OUTLOOK
Lender Service
Our lender service premium volume is primarily based on new loans made by our banking customers for
consumer automobile purchases. The current economic conditions have impacted automobile sales as
consumers have struggled to qualify for loans. In addition, many consumers are not willing to make
big purchases, such as for a new automobile. In 2009, the automobile industry experienced its
worst sales results in 16 years. Overall, U.S. new automobile sales were down approximately 21% in
2009 when compared to a year ago. As a result, many of our financial institution customers have
experienced declines in lending volumes for automobiles during 2009. For ULI and GAP, our premium
collections were down 22% and 28%, respectively, in 2009 compared to a year ago which is generally
consistent with the decline in U.S. new automobile sales. Based on the current economic
conditions, we cannot predict with reasonable certainty the level of U.S. automobile sales or the
level of our lender service premium volume for fiscal year 2010.
Premiums and ceded commissions for our insurance products are earned over the related contract
periods. For GAP and certain of our ULI and EPD products, the contract period averages
approximately five years. As a result, the impacts of decreased premium volumes and cancelled
business may not be seen in our results immediately and can persist for a number of years.
Conversely, the impacts of increased premium volumes, pricing increases and/or new business may not
be seen in our results immediately and may take several years to fully develop.
Due to the current weak economic conditions, certain of our lender service customers have
experienced an increase in loan defaults, bankruptcies and automobile repossessions. As the rate
of loan defaults, bankruptcies and automobile repossessions increases for our ULI and CPI
customers, we experience an increase in the frequency of losses for these product lines. As the
national economy remains unstable and unemployment levels remain high, our financial institution
customers could experience an increase in loan defaults, bankruptcies and automobile repossessions
in the future. Incentives offered on new cars by dealers and manufacturers have depressed the
value of the used car market. In addition, the higher level of gas prices has lowered the market
value of less fuel-efficient vehicles. As used car prices decline, the gap between the value of
the vehicle and the outstanding loan balance increases and thus the severity of our GAP losses
increases. Where possible, we have taken actions to help mitigate the effects of these trends,
including monitoring the pricing of our products and taking rate actions when necessary. However,
as noted above, rate increases for our longer duration policies may take several years to have an
impact as the rate increase is only for new business while run off of the older business at the old
rate will take place for a number of years.
One of the actions we took to mitigate our increased frequency and severity of losses was
cancelling a poor performing GAP customer in the second quarter of 2008. During 2009 and 2008,
this GAP customer had net premiums earned of approximately $1.6 million and $2.4 million,
respectively, and its combined ratio was 139% and 134%, respectively. As of December 31, 2009, we
had approximately $1.7 million of unearned premium for this customer that will be earned over
approximately two years.
Effective January 1, 2007, we entered into a producer-owned reinsurance arrangement with an EPD
customer whereby 100% of that customers premiums (along with the associated risk) were ceded to
its PORC. For this reinsurance arrangement, we have obtained collateral in the form of funds held
and a letter of credit to secure our obligations. Under the provisions of the reinsurance
agreement, the collateral must be equal to or greater than 102% of the reinsured reserves and we
have immediate access to such collateral if necessary. This program reduced our commission expense
by $1.2 million in 2009 compared to $0.8 million in 2008. We expect this program to reduce our
commission expense by approximately $1.4 million during fiscal year 2010. As of December 31, 2009,
we had approximately $2.2 million of deferred ceded commissions for this program that will be
earned over approximately four years.
18
Unemployment Compensation
Increased benefit charge levels for our UC customers could result in lower management fees and/or
increased losses for our UC product line. During 2009, we experienced an increase in benefit
charges for our UCassure® product when compared to a year ago which resulted in a $973,075 increase
in loss reserves this product during 2009. We expect that our excess of loss product will also
experience an increase in benefit charges, especially considering its geographical concentration in
California (approximately 35% of this business is in California). Given the current economic
conditions, including high unemployment levels, we believe it is possible that we could continue to
experience an increase in benefit charges for fiscal year 2010 when compared to fiscal year 2009;
however, we cannot predict the level of benefit charges or how material the impact will be to us.
Where possible, we have taken actions to help mitigate the effects of these trends, including
monitoring the coverage and pricing of our products and taking actions when necessary.
Waste Industry
As discussed in Overview-Products and Services above, effective August 1, 2009, our participation
was changed from 5% to 12.5% for one of the reinsurance arrangements under our WIP program. We
estimate that this change in participation should increase our net premiums earned by approximately
$1.0 million for fiscal year 2010 when compared to fiscal year 2009.
Since we began participating in the WIP program in 2004 there have not been any significant paid
claims to date. If we were to have significant claims experience on this program during fiscal
year 2010, such claims experience could have a material adverse effect on our business, financial
condition and/or operating results if our reserves prove to be materially deficient; however, we
currently do not believe that our reserves will be materially deficient. As of December 31, 2009,
our net loss and LAE reserves for the WIP program were approximately $2.9 million. For waste and
contract surety bonds, as of December 31, 2009, our largest net exposure in a single surety bond
was approximately $4.5 million and $2.1 million, respectively, and our net loss and LAE reserves
were approximately $1.6 million and $0.9 million, respectively.
Our escrow surety bond business relates to surety bonds issued to the State of Nevada in 2006. The
surety bonds were issued in connection with escrow deposits made by purchasers of units of a real
estate development in Las Vegas, Nevada. Each surety bond is conditioned upon the real estate
developer (the Developer) performing its duties concerning the purchase of the units specified in
the surety bond. Certain of the purchasers (the Purchasers) have contended that they are
entitled to rescind their purchase contracts with the Developer and receive a refund of their
escrow deposits which are secured by our surety bonds. These Purchasers are currently in legal
proceedings with the Developer over the matter (the Disputed Contracts). The Company would
likely incur a surety bond loss for these Disputed Contracts if each of the following events occur:
(1) the Purchasers prevail in their claims against the Developer, (2) the Purchasers receive an
award entitling them to a refund of their escrow deposits, (3) the Developer fails to provide such
refund to the Purchaser, (4) the state of Nevada determines that the insurer has to pay a claim
under the surety bond, (5) we are unsuccessful in enforcing our indemnification agreement with the
Developer and (6) the loss payment due is greater than our loss reserves. As of December 31, 2009,
our maximum net loss exposure related to the Disputed Contracts was approximately $9.0 million and
our net loss and LAE reserves for the escrow surety bond business was approximately $0.4 million.
Due to the inherent uncertainties associated with the Disputed Contracts, the Company cannot
predict with reasonable certainty the amount, timing or ultimate outcome of this matter. The
ultimate outcome of the Disputed Contracts, while not predictable at this time, could have a
material adverse effect on the Companys business, financial condition and/or operating results if
our reserves prove to be materially deficient. As discussed above, we currently do not believe
that our reserves will be materially deficient.
For more information concerning losses and LAE, see Critical Accounting Policies-Loss and
Loss Adjustment Expense Reserves below.
Expenses
As interest rates rise (fall), it can increase (decrease) the level of interest expense on our
trust preferred debt and any borrowings under our bank line of credit. Interest rates declined
during 2009 when compared to a year ago which resulted in a decrease in interest expense of
approximately $0.4 million for 2009 when compared to 2008. On December 30, 2009, we drew $3.0
million on our bank line of credit which was paid down on February 3, 2010. See Liquidity and Capital
Resources below and Notes 5 and 7 to the Consolidated Financial Statements for more information
concerning our trust preferred debt and revolving line of credit.
Investments
As of December 31, 2009, approximately 96% of our fixed maturity portfolio was invested in
tax-exempt municipal bonds which consisted primarily of revenue issue bonds (approximately 93%) and
general obligation bonds (approximately 7%). During 2009, market liquidity for such bonds improved
considerably when compared to 2008. Trading desks at firms such as Bear Stearns, Lehman Brothers,
Merrill Lynch, and Wachovia had previously played significant roles in supplying liquidity in the
bond markets. With these brokers no longer in existence or merged into other entities and other
financial institutions accumulating capital, the municipal bond markets witnessed a dramatic
widening in bid/ask spreads and a decrease in trading volume during the second half of 2008.
Municipal bond returns from September through December of 2008 were the worst of any such period in
the past 20 years. Returns for municipal bonds improved
19
considerably during 2009 as municipal bond
funds saw record positive cash flow in 2009, and considerable liquidity returned as bond traders
made markets in more municipal securities, thereby enhancing demand. As a result, municipal bond
prices improved as of December 31, 2009 when compared to December 31, 2008, and the gross
unrealized loss for our fixed maturity portfolio decreased from $7.8 million at December 31, 2008
to $1.6 million at December 31, 2009. The fair value of our fixed maturity portfolio could also be
impacted by credit rating actions and related financial uncertainty associated with insurance
companies that guarantee the obligations of some of our bonds. While municipal credits continue to
demonstrate relative credit quality stability, market conditions are still somewhat unsettled.
Many of the securities within our equity portfolio have also been negatively impacted by the
current economic conditions. During 2009, we recorded approximately $3.2 million of impairment
charges for our investment portfolio (approximately $2.2 million for equity securities and
approximately $1.0 million for fixed maturity securities). A stock market rally that materialized
in mid-March 2009 continued through the fourth quarter of 2009. As a result, our equity portfolio
improved as of December 31, 2009 when compared to December 31, 2008, and the gross unrealized loss
for our equity portfolio decreased from $1.4 million at December 31, 2008 to zero at December 31,
2009.
Based on the current economic conditions and our other-than-temporary impairment accounting policy,
additional impairment charges within our investment portfolio are possible during fiscal year 2010.
As disclosed in Note 2 to the Consolidated Financial Statements and Critical Accounting
Policies-Other-Than-Temporary Impairment of Investments below, we begin to monitor a security for
other-than-temporary impairment when its fair value to book value ratio falls below 80%. As shown
in Note 2 to the Consolidated Financial Statements, as of December 31, 2009, we did not have any
equity securities that had a fair value to book value ratio below 80%. Assuming the estimated fair
value for our equity securities remained the same during 2010 as they were at December 31, 2009, we
would not likely record any material other-than-temporary impairment charges for equity securities
during fiscal year 2010. With respect to those fixed maturity securities having a fair value to
book value ratio below 80% as shown in Note 2 to the Consolidated Financial Statements, all of
these securities are investment grade and we would likely not have any material
other-than-temporary impairment charge on these securities during fiscal year 2010 unless they were
to fall below investment grade. Due to the inherent uncertainties of the investment markets, we
cannot predict with reasonable certainty the amount or range of amounts of other-than-temporary
impairment charges, if any, that will be recorded during fiscal year 2010; however, if market
conditions deteriorate, we believe that the amount of such other-than-temporary impairment charges
could be material to our results of operations. For more information concerning the unrealized
loss position of our investment portfolio and impairment charges, see Critical Accounting
Policies-Other-Than-Temporary Impairment of Investments below and Note 2 to the Consolidated
Financial Statements.
During 2009, we recorded approximately $1.0 million of net realized gains on investments primarily
due to sales of equity securities that had previously been written down as an other-than-temporary
impairment and then had subsequent recovery in value. We generally decide whether to sell
securities based upon investment opportunities and tax consequences. In order to utilize our tax
capital loss carrybacks prior to their expiration, we sold securities during 2009 that had
previously been written down and then had subsequent recovery in value. Sales of these securities
generated realized losses for tax purposes but generated realized gains for book purposes. Due to
the inherent uncertainties of the investment markets, we cannot predict with reasonable certainty
the amount of net realized gains (losses) that will be recorded during fiscal year 2010; however,
the amount of such net realized gains (losses) could be material to our results of operations.
Based on the factors discussed above and the current economic conditions, our outlook for the 2010
fiscal year is cautious.
LIQUIDITY AND CAPITAL RESOURCES
We are organized in a holding company structure with Bancinsurance Corporation being the parent
company and all of our operations being conducted by Bancinsurance Corporations wholly-owned
subsidiaries, Ohio Indemnity and USA. As of December
31, 2009, our capital structure consisted of trust preferred debt issued to affiliates, bank line
of credit and shareholders equity and is summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Trust preferred debt issued to BIC Statutory Trust I |
|
$ |
8,248,000 |
|
|
$ |
8,248,000 |
|
Trust preferred debt issued to BIC Statutory Trust II |
|
|
7,217,000 |
|
|
|
7,217,000 |
|
Bank line of credit |
|
|
3,000,000 |
|
|
|
2,500,000 |
|
|
|
|
|
|
|
|
Total debt obligations |
|
|
18,465,000 |
|
|
|
17,965,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
44,371,719 |
|
|
|
34,660,381 |
|
|
|
|
|
|
|
|
Total capitalization |
|
$ |
62,836,719 |
|
|
$ |
52,625,381 |
|
|
|
|
|
|
|
|
Ratio of total debt obligations to total capitalization |
|
|
29.4 |
% |
|
|
34.1 |
% |
20
In December 2002, we organized BIC Statutory Trust I (BIC Trust I), a Connecticut special purpose
business trust, which issued $8,000,000 of floating rate trust preferred capital securities in an
exempt private placement transaction. BIC Trust I also issued $248,000 of floating rate common
securities to Bancinsurance Corporation. In September 2003, we organized BIC Statutory Trust II
(BIC Trust II), a Delaware special purpose business trust, which issued $7,000,000 of floating
rate trust preferred capital securities in an exempt private placement transaction. BIC Trust II
also issued $217,000 of floating rate common securities to Bancinsurance Corporation. BIC Trust I
and BIC Trust II (collectively, the Trusts) were formed for the sole purpose of issuing and
selling the floating rate trust preferred capital securities and investing the proceeds from such
securities in junior subordinated debentures of Bancinsurance Corporation. In connection with the
issuance of the trust preferred capital securities, Bancinsurance Corporation issued junior
subordinated debentures of $8,248,000 and $7,217,000 to BIC Trust I and BIC Trust II, respectively.
The floating rate trust preferred capital securities and the junior subordinated debentures have
substantially the same terms and conditions. Bancinsurance Corporation has fully and
unconditionally guaranteed the obligations of the Trusts with respect to the floating rate trust
preferred capital securities. The Trusts distribute the interest received from Bancinsurance
Corporation on the junior subordinated debentures to the holders of their floating rate trust
preferred capital securities to fulfill their dividend obligations with respect to such trust
preferred capital securities. BIC Trust Is floating rate trust preferred capital securities, and
the junior subordinated debentures issued in connection therewith, pay dividends and interest, as
applicable, on a quarterly basis at a rate equal to three month LIBOR plus four hundred basis
points (4.26% and 6.21% at December 31, 2009 and 2008, respectively), are redeemable at par and
mature on December 4, 2032. BIC Trust IIs floating rate trust preferred capital securities, and
the junior subordinated debentures issued in connection therewith, pay dividends and interest, as
applicable, on a quarterly basis at a rate equal to three month LIBOR plus four hundred and five
basis points (4.30% and 5.51% at December 31, 2009 and 2008, respectively), are redeemable at par
and mature on September 30, 2033. The proceeds from the junior subordinated debentures were used
for general corporate purposes and provided additional financial flexibility to the Company. The
terms of the junior subordinated debentures contain various covenants. As of December 31, 2009,
Bancinsurance Corporation was in compliance with all such covenants.
Bancinsurance Corporation also has a $10,000,000 unsecured revolving bank line of credit with a
maturity date of June 30, 2010. At December 31, 2009 and December 31, 2008, the outstanding
balance under the line of credit was $3,000,000 and $2,500,000, respectively. The line of credit
provides for interest payable quarterly at an annual rate equal to the prime rate less 75 basis
points (2.50% at December 31, 2009 and 2008). The terms of the revolving credit agreement contain
various restrictive covenants. As of December 31, 2009, Bancinsurance Corporation was in
compliance with all such covenants. We utilize the bank line of credit from time to time based on
short-term cash flow needs, the then current prime rate, Ohio Indemnitys capital position and the
dividend limitations on Ohio Indemnity as discussed below. We are in the process of negotiating
with our existing lender to replace our current credit facility. Given the changes in the credit
markets since we entered into our existing credit facility, we believe that the terms of the new
credit facility may not be as favorable as our existing credit facility. However, we do not
believe that the change in terms, or in the event we are unable to enter into a new credit
facility, will have a material adverse effect on our financial condition, results of operations or
liquidity based on our historical use of the credit facility and expected cash flows from operating
and investing activities.
The short-term cash requirements of our property/casualty business primarily consist of paying
losses and LAE, reinsurance premiums and day-to-day operating expenses. Historically, we have met
those requirements through (1) cash receipts from operations, which consist primarily of insurance
premiums collected, ceded commissions received and investment income, and (2) our cash and
short-term investment portfolio. In addition, our fixed maturity investment portfolio has
historically generated additional cash flows through bond maturities and calls (over 90% of our
fixed maturity portfolio has call features). When a bond matures or is called by the issuer, the
resulting cash flows are generated without selling the security at a loss. We utilize these cash
flows to either build our cash and short-term investment position or reinvest in other securities,
depending on our liquidity needs.
To the extent our cash from operations, cash and short-term investments and cash flows from bond
maturities or calls are not sufficient to meet our liquidity needs, our investment portfolio is a
source of additional liquidity through the sale of readily marketable fixed maturity and equity
securities. As of December 31, 2009, we had approximately $48.6 million of available for sale
fixed maturity and equity securities that were in an unrealized gain position that, if necessary,
we could sell without recognizing a loss to meet liquidity needs. After satisfying our cash
requirements and meeting our desired cash and short-term investment position, any excess cash flows
from our operating and/or investment activities are used to build our investment portfolio and
thereby increase future investment income. For more information concerning our investment
portfolio, see Critical Accounting Policies-Other-Than-Temporary Impairment of Investments below
and Note 2 to the Consolidated Financial Statements.
21
The following table sets forth our cash and short-term investment position at December 31, 2009 and
2008:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Cash & short-term investments |
|
$ |
9,893,374 |
|
|
$ |
11,439,101 |
|
Money market mutual fund(1) |
|
|
670 |
|
|
|
49,096 |
|
|
|
|
|
|
|
|
Total cash & short-term investments |
|
$ |
9,894,044 |
|
|
$ |
11,488,197 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Even though it is classified as an equity security in our accompanying balance
sheet, we treat the money market mutual fund as a short-term investment for purposes of our
liquidity management because of its liquid nature. |
Because of the nature of the risks we insure, losses and LAE emanating from the insurance policies
that we issue are generally characterized by relatively short settlement periods and quick
development of ultimate losses compared to claims emanating from other types of insurance products.
Therefore, we believe we can estimate our cash needs to meet our policy obligations and utilize
cash flows from operations and our cash and short-term investment position to meet these
obligations. We consider the relationship between the duration of our policy obligations and our
expected cash flows from operations in determining our cash and short-term investment position. We
maintain a level of cash and liquid short-term investments which we believe will be adequate to
meet our anticipated policy obligations without being required to liquidate intermediate-term and
long-term investments at a loss.
We believe that both liquidity and interest rate risk can be minimized by the asset and liability
management strategy described above. With this strategy, we believe we can pay our policy
obligations as they become due without being required to use our bank line of credit or liquidate
intermediate-term and long-term investments at a loss; however, in the event that such action is
required, it is not anticipated to have a material impact on our results of operations, financial
condition and/or future liquidity.
As discussed in Overview-Discontinued Bond Program above and in Discontinued Bond Program in
Note 15 to the Consolidated Financial Statements, discontinued bond program loss and LAE reserves
were $4,450,000 at December 31, 2009. Pursuant to the Harco and Highlands settlement agreements,
in January 2010, the Company paid $1,450,000 to Harco and $3,000,000 to Highlands. On December 30,
2009, the Company drew $3.0 million on its bank line of credit primarily in anticipation of the
Highlands settlement payment of $3.0 million. Given our projected cash flows and the low interest
rate on the bank line of credit (2.50%) as compared to the average yield on our fixed income
portfolio (4.80%), the Company made the decision to draw on the bank line of credit as opposed to
selling fixed income securities for the Highlands payment. On February 3, 2010, the Company paid
off the $3.0 million outstanding bank line of credit using excess cash flows from operating and
investing activities. Although the settlement payments resulted in a material increase in the
Companys cash outflows from operations during 2010, these payments did not have a material impact
on the Companys liquidity.
USA derives its funds principally from commissions and fees which are currently sufficient to meet
its operating expenses. USA dividends all of its excess funds to Bancinsurance Corporation on a
quarterly basis. Because USA is not an insurance company and is an Ohio limited liability company,
it is not subject to any restrictions on the payment of dividends other than laws affecting the
rights of creditors generally.
As the parent company, Bancinsurance Corporation generates no funds from operations. Bancinsurance
Corporations principal assets are the common shares of Ohio Indemnity and the membership interests
in USA, and its primary sources of funds are (1) dividends from Ohio Indemnity and USA, (2)
borrowings under its bank line of credit and (3) payments received from Ohio Indemnity and USA
under cost and tax sharing agreements. Historically, Bancinsurance Corporations expenses have
primarily consisted of payment of principal and interest on borrowings and legal and audit expenses
directly related to Bancinsurance Corporation, and it has been able to pay these expenses primarily
through use of its cash and invested assets, dividends from its subsidiaries and cost and tax
sharing payments from its subsidiaries.
During 2008, Bancinsurance Corporation experienced a significant increase in expenses and cash
outflows as a result of expenses associated with the SEC investigation. Based on managements
expectation that Bancinsurance Corporation would continue to incur significant expenses and have
significant cash outflows related to the SEC investigation during 2008, Bancinsurance Corporation
drew $2.5 million on its bank line of credit on March 31, 2008. Given the decrease in expenses
associated with the SEC investigation during 2009, Bancinsurance Corporation paid down the entire
$2.5 million balance on the bank line of credit during the second quarter of 2009. As discussed
above, Bancinsurance Corporation borrowed $3.0 million on the bank line of credit during the fourth
quarter of 2009 in anticipation of the Highlands settlement payment. Bancinsurance paid down the
entire $3.0 million balance on the bank line of credit during the first quarter of 2010 using
excess cash flows from the Companys operating and investing activities. At December 31, 2009 and
December 31, 2008, Bancinsurance Corporation had total cash and invested assets of $4.2 million and
$3.8 million, respectively. This
22
increase in cash and invested assets was primarily due to
Bancinsurance Corporation increasing its borrowings under its bank line of credit by $0.5 million
during 2009. As a result of the Companys and the Chief Executive Officers settlements with the SEC and the SEC staffs completion of its
investigation of the Chief Financial Officer and Vice President of Specialty Products, management
expects that Bancinsurance Corporations future expenses will return to historical levels in 2010
and Bancinsurance Corporation will be able to meet its cash flow requirements from the sources
described above. See Regulation-SEC Investigation in Item 1 above, Business Outlook-Expenses
above, Note 4 to the Consolidated Financial Statements and Items 13 and 14 for more information
regarding the SEC investigation.
On November 13, 2009, Bancinsurance Corporations board of directors declared a cash dividend of
$0.50 per share (approximately $2.6 million in the aggregate) payable on December 14, 2009 to
holders of record of its common shares as of the close of business on November 30, 2009. While
Bancinsurance Corporation has not historically paid cash dividends, we paid this dividend after
determining that, based on our then current capital levels in relation to our then current cash
requirements, the dividend provided a return on capital to our shareholders without compromising
our capital structure or materially impacting our liquidity. The declaration and payment of future
dividends (if any) are subject to the discretion of Bancinsurance Corporations board of directors
and will depend upon our results of operations, financial condition, capital levels and
requirements, cash requirements and future prospects, any legal, tax, regulatory and contractual
restrictions and other factors deemed relevant by the board of directors. Accordingly, there can
be no assurance that Bancinsurance Corporation will declare and pay any future dividends.
Ohio Indemnity is restricted by the insurance laws of the State of Ohio as to amounts that can be
transferred to Bancinsurance Corporation in the form of dividends without the prior approval of the
Department. Ohio Indemnity may pay dividends without such prior approval only from earned surplus
and only to the extent that all dividends in the trailing twelve months do not exceed the greater
of 10% of its statutory surplus as of the end of the prior fiscal year or statutory net income for
the prior calendar year. On October 26, 2009, Ohio Indemnitys board of directors declared a cash
dividend in an aggregate amount of $2.5 million that was paid to Bancinsurance Corporation during
the fourth quarter of 2009. On December 17, 2009, Ohio Indemnitys board of directors declared a
cash dividend in an aggregate amount of $4.9 million that was paid to Bancinsurance Corporation
during the first quarter of 2010. Of the $4.9 million dividend, $2.9 million required and received
approval by the Department. These dividends did not have a material adverse impact on the Companys
liquidity. During 2010, the maximum amount of dividends that may be paid to Bancinsurance
Corporation by Ohio Indemnity without such prior approval is $5,300,961. For more information
concerning dividend restrictions see Regulation-Ohio Insurance Holding Company System Regulation
in Item 1 above.
As a property/casualty insurer, Ohio Indemnity is subject to a risk-based capital test adopted by
the NAIC and the Department. This test serves as a benchmark of an insurance enterprises solvency
by establishing statutory surplus targets which will require certain company level or regulatory
level actions. Ohio Indemnitys total adjusted capital was in excess of all required action levels
as of December 31, 2009.
Net cash provided by (used in) operating activities was $5,070,508 and $(5,064,235) during 2009 and
2008, respectively. The increase in cash provided by operating activities was primarily due to the
following: (1) an approximately $4.6 million decrease in legal expenses paid during 2009 when
compared to a year ago related to the SEC investigation; (2) an increase in net premiums collected
of approximately $1.2 million primarily attributable to $4.5 million of retrospective premium
adjustment payments that were made in 2008 compared to zero in 2009 and a $0.8 million increase in
net premiums collected for our UC product line. These increases in premium were partially offset
by a $4.1 million decrease in net premiums collected for our lender service product line; and (3) a
decrease of approximately $3.7 million in net losses and policy acquisition costs paid during 2009
compared to a year ago primarily due to the decline in lender service premium.
Net cash provided by investing activities was $1,100,265 and $3,912,994 during 2009 and 2008,
respectively. The decrease was primarily due to the use of certain investment proceeds to fund
operating cash requirements during 2008, whereas during 2009, more excess cash from operations was
used to purchase investments.
Net cash (used in) provided by financing activities was ($2,119,248) and $2,500,000 during 2009 and
2008, respectively. The cash received during 2008 was due to a $2,500,000 draw on our bank line of
credit during that period. The cash used during 2009 was primarily due to a $2.6 million cash
dividend paid to shareholders which was partially offset by a net increase in cash of $0.5 million
from additional borrowings on our bank line of credit.
Given our historic cash flows and current financial condition, we believe that the cash flows from
operating and investing activities over the next year and our bank line of credit will provide
sufficient liquidity for the operations of the Company.
INFLATION
We do not consider the impact of inflation to be material in the analysis of our net revenues,
income from continuing operations or our overall operations.
23
CRITICAL ACCOUNTING POLICIES
The preparation of the consolidated financial statements requires us to make estimates, assumptions
and judgments that affect the reported amounts of assets, revenues, liabilities and expenses and
related disclosures of contingent assets and liabilities. We regularly evaluate these estimates,
assumptions and judgments. We base our estimates on historical experience and on various
assumptions that we believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates, assumptions and judgments under different assumptions or
conditions. Set forth below are the critical accounting policies that we believe require
significant estimates, assumptions and judgments and are critical to an understanding of our
condensed consolidated financial statements.
Other-Than-Temporary Impairment of Investments
We continually monitor the difference between the book value and the estimated fair value of our
investments, which involves judgment as to whether declines in value are temporary in nature. If
we believe a decline in the value of a particular available for sale investment is temporary, we
record the decline as an unrealized loss in our shareholders equity. If we believe the decline in
any investment is other-than-temporarily impaired, we record the decline as a realized loss
through the income statement. If our judgment changes in the future, we may ultimately record a
realized loss for a security after having originally concluded that the decline in value was
temporary. We begin to monitor a security for other-than-temporary impairment when its fair value
to book value ratio falls below 80%. The following discussion summarizes our process and factors
considered when evaluating a security for potential impairment.
Fixed Maturity Securities. On a monthly basis, we review our fixed maturity securities for
impairment. We consider the following factors when evaluating potential impairment:
|
|
|
the length of time and extent to which the estimated fair value has been less than
book value; |
|
|
|
the degree to which any appearance of impairment is attributable to an overall change
in market conditions (e.g., interest rates); |
|
|
|
the degree to which an issuer is current or in arrears in making principal and
interest/dividend payments on the securities in question; |
|
|
|
the financial condition and future prospects of the issuer, including any specific
events that may influence the issuers operations and its ability to make future
scheduled principal and interest payments on a timely basis; |
|
|
|
the independent auditors report on the issuers most recent financial statements; |
|
|
|
the judgment of our outside fixed income investment manager; |
|
|
|
relevant rating history, analysis and guidance provided by rating agencies and
analysts; and |
|
|
|
our intent to sell the security or the likelihood that we will be required to sell
the security before its anticipated recovery. |
We continually monitor the credit quality of our fixed maturity investments to gauge our ability to
be repaid principal and interest. We consider price declines of fixed maturity securities in our
other-than-temporary impairment analysis where such price declines provide evidence of declining
credit quality, and we distinguish between price changes caused by credit deterioration, as opposed
to rising interest rates. In our evaluation of credit quality, we consider, among other things,
credit ratings from major rating agencies, including Moodys Investors Services and Standard &
Poors.
Equity Securities. On a monthly basis, we review our equity securities for impairment. We
consider the following factors when evaluating potential impairment:
|
|
|
the length of time and extent to which the estimated fair value has been less than
book value; |
|
|
|
whether the decline appears to be related to general market or industry conditions or
is issuer-specific; |
|
|
|
the financial condition and future prospects of the issuer, including any specific
events that may influence the issuers operations; |
|
|
|
the recent income or loss of the issuer; |
|
|
|
the independent auditors report on the issuers most recent financial statements; |
|
|
|
buy/hold/sell recommendations of investment advisors and analysts; |
|
|
|
relevant rating history, analysis and guidance provided by rating agencies and
analysts; and |
|
|
|
our ability and intent to hold the security for a period of time sufficient to allow
for recovery in the estimated fair value. |
Under our investment guidelines, we employ what we believe are stringent diversification rules and
balance our investment credit risk and related underwriting risks to minimize total potential
exposure to any one security or type of security. Our fixed maturity and closed-end mutual fund
portfolio is managed by an outside investment manager that operates under investment guidelines
approved by our board of directors. Under our investment guidelines, fixed maturity securities are
required to be investment grade at the time of purchase to protect investments. As of December 31,
2009, approximately 99% of our fixed maturity portfolio was rated investment grade. Our outside
investment manager also monitors the underlying credit quality of our fixed maturity portfolio. In
performing our other-than-temporary
24
impairment analysis for our fixed maturity securities and
closed-end mutual funds, we rely on the analysis of our outside investment manager regarding the
outlook and credit quality of the investment.
See Note 2 to the Consolidated Financial Statements for information regarding our securities that
were in an unrealized loss position at December 31, 2009 that were not considered to be
other-than-temporarily impaired. For more information concerning other-than-temporary impairment
charges, see Results of Operations-Other-Than-Temporary Impairments on Investments, Business
Outlook-Investments and Liquidity and Capital Resources above and Note 2 to the Consolidated
Financial Statements.
Loss and Loss Adjustment Expense Reserves
We utilize our internal staff, information from ceding insurers under assumed reinsurance and an
independent consulting actuary in establishing our loss and LAE reserves. Our independent
consulting actuary reviews our reserves for losses and LAE on a quarterly basis and we consider
this review in establishing the amount of our reserves for losses and LAE.
Our projection of ultimate loss and LAE reserves are estimates of future events, the outcomes of
which are unknown to us at the time the projection is made. Considerable uncertainty and
variability are inherent in the estimation of loss and LAE reserves. As a result, it is possible
that actual experience may be materially different than the estimates reported. We continually
revise reserve estimates as experience develops and further claims are reported and resolved.
Changes in reserve estimates are recorded in the results of operations in the period in which the
adjustments are made.
Assumed Business. Assumed reinsurance is a line of business with inherent volatility. Since
the length of time required for the losses to be reported through the reinsurance process can be
quite long, unexpected events are more difficult to predict. Our ultimate loss reserve estimates
for assumed reinsurance are primarily dependent upon information received by us from the underlying
ceding insurers.
For our assumed WIP program, we record loss and LAE reserves using a loss ratio reserving
methodology as recommended by the primary insurance carrier and reviewed by our independent
actuary. The loss ratio method calculates a reserve based on expected losses in relation to
premiums earned. For waste surety bonds, loss and LAE reserves are based on a certain percentage
of net premiums earned over the trailing thirty six months. For contract and escrow surety bonds,
loss and LAE reserves are based on a certain percentage of total net premiums earned.
Direct Business. For our direct business, estimates of ultimate loss and LAE reserves are
based on our historical loss development experience. In using this historical information, we
assume that past loss development is predictive of future loss development. Our assumptions allow
for changes in claims and underwriting operations, as now known or anticipated, which may impact
the level of required reserves or the emergence of losses. We do not currently anticipate any
extraordinary changes in the legal, social or economic environments that could affect the ultimate
outcome of claims or the emergence of claims from factors not currently recognized in our
historical data. However, it is possible that we may experience an increase in the frequency for
ULI and CPI losses and an increase in the severity for GAP losses as discussed in Business
Outlook-Lender Service above. Such extraordinary changes or claims emergence may impact the level
of required reserves in ways that are not presently quantifiable. Thus, while we believe our
reserve estimates are reasonable given the information currently available, actual emergence of
losses could deviate materially from our estimates and from amounts recorded by us.
As of December 31, 2009, we conducted a reserve study using historical losses and LAE by product
line or coverage within product line. We prepared our estimates of the gross and net loss and LAE
reserves using annual accident year loss development triangles for the following products:
|
|
|
ULI limited liability (ULIL) |
|
|
|
ULI non-limited liability (ULIN) |
Historical age-to-age loss development factors (LDF) were calculated to measure the relative
development for each accident year from one maturity point to the next. Based on the historical
LDF, we selected age-to-age LDF that we believe are appropriate to estimate the remaining future
development for each accident year. These selected factors are used to project the ultimate
expected losses for each accident year. The validity of the results from using a loss development
approach can be affected by many conditions, such as claim department processing changes, a shift
between single and multiple payments per claim, legal changes or variations in
our mix of business from year to year. Also, because the percentage of losses paid for immature
years is often low, development factors are volatile. A small variation in the number of claims
paid can have a leveraging effect that can lead to significant changes in estimated ultimate
losses. Therefore, ultimate values for immature accident years may be based on alternative
estimation techniques, such as the expected loss ratio method or some combination of acceptable
actuarial methods.
25
For our EPD, UC and WIP product lines, we prepared estimates of loss and LAE reserves using
primarily the expected loss ratio method. The estimated loss ratio is based on historical data
and/or loss assumptions related to the ultimate cost expected to settle such claims.
We record reserves on an undiscounted basis. Our reserves reflect anticipated salvage and
subrogation included as a reduction to loss and LAE reserves. We do not provide coverage that
could reasonably be expected to produce asbestos and/or environmental liability claims activity or
material levels of exposure to claims-made extended reporting options.
In establishing our reserves, we tested our data for reasonableness, such as ensuring there are no
outstanding case reserves on closed claims, and consistency with data used in our previous
estimates. We found no material discrepancies or inconsistencies in our data. We did not
experience any significant change in the number of claims paid that was inconsistent with our
business, average claim paid or average claim reserve that would be inconsistent with the types of
risks we insured in the respective periods.
In performing our loss reserve analysis, we select a single loss reserve estimate for each product
line that represents managements best estimate based on facts and circumstances then known to
us.
Loss and LAE Reserves at Year End. As of December 31, 2009 and 2008, gross loss and LAE
reserves by product line were split between incurred but not reported (IBNR) and case reserves as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
IBNR |
|
|
Case |
|
|
IBNR |
|
|
Case |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ULIL |
|
$ |
836,000 |
|
|
$ |
146,796 |
|
|
$ |
1,087,000 |
|
|
$ |
101,182 |
|
ULIN |
|
|
635,453 |
|
|
|
385,859 |
|
|
|
693,728 |
|
|
|
472,363 |
|
CPI |
|
|
361,764 |
|
|
|
106,087 |
|
|
|
179,472 |
|
|
|
21,619 |
|
EPD |
|
|
1,156,000 |
|
|
|
463,273 |
|
|
|
811,000 |
|
|
|
339,000 |
|
GAP |
|
|
4,868,854 |
|
|
|
104,774 |
|
|
|
3,410,122 |
|
|
|
100,343 |
|
UC |
|
|
1,965,624 |
|
|
|
|
|
|
|
1,747,893 |
|
|
|
|
|
WIP |
|
|
4,077,757 |
|
|
|
|
|
|
|
3,262,742 |
|
|
|
|
|
Discontinued bond program |
|
|
|
|
|
|
4,450,000 |
|
|
|
6,019,253 |
|
|
|
620,207 |
|
Vehicle service contracts |
|
|
685,000 |
|
|
|
|
|
|
|
1,436,263 |
|
|
|
|
|
Other specialty products |
|
|
|
|
|
|
|
|
|
|
17,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
14,586,452 |
|
|
$ |
5,656,789 |
|
|
$ |
18,664,891 |
|
|
$ |
1,654,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2009, reserves for incurred losses and LAE attributable to insured events of prior years
decreased by approximately $4.5 million primarily as a result of re-estimation of unpaid losses and
LAE on our discontinued bond program, lender service, other specialty and WIP product lines. An
analysis of this change in reserves is provided below.
Our discontinued bond program experienced redundancies of approximately $2.2 million during 2009 as
a result of the settlements with Highlands and Harco as discussed in Overview-Discontinued Bond
Program above and in Discontinued Bond Program in Note 15 to the Consolidated Financial
Statements.
One of our automobile service contract programs within other specialty products experienced reserve
redundancies of approximately $0.6 million during 2009 primarily due to favorable run off of
claims. See Results of Operations and Automobile Service Contract Program above and
Automobile Service Contract Program in Note 15 to the Consolidated Financial Statements for more
information concerning this program.
ULIN experienced reserve redundancies of approximately $0.5 million during 2009. The improvement in
loss experience primarily related to the 2008 accident year. At December 31, 2009 and 2008, our
ultimate selected loss ratio for the 2008 accident year was 59.9% and 65.3%, respectively. Changes
in this key assumption occurred primarily during the first and second quarters of 2009 as the
majority of our ULIN losses are settled within three to six months from the date of loss. When
estimating the ultimate loss ratio at December 31, 2008, we selected an ultimate loss ratio for the
2008 accident year that was based on indicated loss information combined with historical
development data. During the first six months of 2009, our 2008 accident year loss experience was
more favorable than previously estimated at December 31, 2008. In accordance with GAAP, we
recorded this change in reserves as a
change in estimate during 2009.
ULIL experienced reserve redundancies of approximately $0.4 million during 2009. The improvement in
loss experience primarily related to the 2008 accident year. At December 31, 2009 and 2008, our
ultimate selected loss ratio for the 2008 accident year was 81.1% and 83.5%, respectively. Changes
in this key assumption occurred primarily during the first quarter of 2009 as the majority of our
ULIL losses are settled within three to six months from the date of loss. When estimating the
ultimate loss ratio at December 31, 2008, we selected an ultimate loss ratio for the 2008 accident
year that was equal to the then current indicated paid loss ratio. During the first quarter of
2009, our 2008 accident year loss experience was more favorable than previously estimated at
December 31, 2008. In accordance with GAAP,
26
we recorded this change in reserves as a change in
estimate during 2009. It should be noted that the ULIL product is subject to premium adjustments
based on loss experience (i.e., experience-rated policies or retrospective-rated policies), and
therefore this prior year loss development had no impact on net income.
Our WIP program experienced reserve redundancies of approximately $0.4 million during 2009 as we
did not receive any material claims for this program during 2009. For more information concerning
WIP losses and LAE, see Results of Operations and Business Outlook above.
The majority of our losses are short-tail in nature and adjustments to reserve amounts occur rather
quickly. Conditions that affected the above redundancies in reserves may not necessarily occur in
the future. Accordingly, it may not be appropriate to extrapolate this redundancy to future
periods.
For more information concerning losses and LAE, see Business Outlook above.
Equity-Based Compensation Expense
The fair value of stock options granted by us are estimated on the date of grant using the
Black-Scholes option pricing model (Black-Scholes model). The Black-Scholes model utilizes
ranges and assumptions such as risk-free rate, expected life, expected volatility and dividend
yield. The risk-free rate is based on the United States Treasury strip curve at the time of the
grant with a term approximating that of the expected option life. We analyze historical data
regarding option exercise behaviors, expirations and cancellations to calculate the expected life
of the options granted, which represents the length of time in years that the options granted are
expected to be outstanding. Expected volatilities are based on historical volatility over a period
of time using the expected term of the option grant and using weekly stock prices of the Company;
however, for options granted after February 4, 2005, we exclude the period from February 4, 2005
through January 25, 2006 (the period in which shareholders could not obtain current financial
information for the Company and could not rely on the Companys 2003, 2002 and 2001 financial
statements) as we believe that our stock price during that period is not relevant in evaluating
expected volatility of the common shares in the future. Dividend yield is based on historical
dividends. See Note 10 to the Consolidated Financial Statements for more information concerning
our equity-based compensation expense.
Legal Matters
We are involved in various legal proceedings arising in the ordinary course of business. An
estimate is made to accrue for a loss contingency relating to any of these legal proceedings if we
believe it is probable that a liability was incurred as of the date of the financial statements and
the amount of loss can be reasonably estimated. Because of the subjective nature inherent in
assessing the outcome of litigation and the potential that an adverse outcome in a legal proceeding
could have a material impact on our financial condition and/or results of operations, such
estimates are considered to be critical accounting estimates. See Note 20 to the Consolidated
Financial Statements for information concerning the Companys commitments and contingencies. For
more information, see Item 3-Legal Proceedings.
Deferred Policy Acquisition Costs
Costs of acquiring insurance business that vary with, and are primarily related to, the production
of new and renewal business are deferred and amortized over the period in which the related
premiums are recognized. Such deferred costs principally consist of up-front commissions and
premium taxes and are reported net of ceding commissions. The method followed in computing
deferred policy acquisition costs limits the amount of such deferred costs to their estimated
realizable value, which gives effect to the premium to be earned, anticipated investment income,
anticipated losses and settlement expenses and certain other costs expected to be incurred as the
premium is earned. Judgments as to the ultimate recoverability of such deferred costs are highly
dependent upon estimated future losses associated with the unearned premium. If such deferred
policy acquisition costs are estimated to be unrecoverable, they will be expensed in the period
identified.
Federal Income Taxes
We accrue for federal income taxes based on amounts we believe we ultimately will owe. Inherent in
the provision for federal income taxes are estimates regarding the deductibility of certain items
and the realization of certain tax credits. In the event the ultimate deductibility of certain
items or the realization of certain tax credits differs from estimates, we may be required to
significantly change the provision for federal income taxes recorded in the consolidated financial
statements. Any such change could significantly affect the amounts reported in the consolidated
statements of income.
We utilize the asset and liability method of accounting for income tax. Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in
27
the period
that includes the enactment date. Valuation allowances are established when necessary to reduce the
deferred tax assets to the amounts more likely than not to be realized. In accordance with GAAP,
the Company must also adjust its financial statements to reflect only those tax positions that are
more-likely-than-not to be sustained. For more information concerning our federal income taxes,
see Note 8 to the Consolidated Financial Statements.
OFF-BALANCE SHEET TRANSACTIONS
We do not have any off-balance sheet arrangements that either have, or are reasonably likely to
have, a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that we believe to be material to investors.
28
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Bancinsurance Corporation
We have audited the accompanying consolidated balance sheet of Bancinsurance Corporation and
subsidiaries (the Company) as of December 31, 2009, and the related consolidated statements of
income, shareholders equity and cash flows for the year then ended. Our audit also included the
financial statement schedules listed in the index at Item 15(a) pertaining to the 2009 fiscal year.
These financial statements are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Bancinsurance Corporation and subsidiaries at
December 31, 2009 and the results of their operations and their cash flows for the year then ended
in conformity with accounting principles generally accepted in the United States of America. Also,
in our opinion, the related financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all material respects the
information set forth therein.
/s/ Skoda Minotti
Mayfield Village, Ohio
February 26, 2010
29
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Bancinsurance Corporation
We have audited the accompanying consolidated balance sheet of Bancinsurance Corporation and
subsidiaries (the Company) as of December 31, 2008, and the related consolidated statements of
income, shareholders equity and cash flows for the year then ended. Our audit also included the
financial statement schedules listed in the index at Item 15(a) pertaining to the 2008 fiscal year.
These financial statements are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Bancinsurance Corporation and subsidiaries at
December 31, 2008 and the results of their operations and their cash flows for the year then ended
in conformity with accounting principles generally accepted in the United States of America. Also,
in our opinion, the related financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all material respects the
information set forth therein.
/s/ Daszkal Bolton LLP
Boca Raton, Florida
February 25, 2009
30
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
Net premiums earned |
|
$ |
44,083,446 |
|
|
$ |
48,162,776 |
|
Net investment income |
|
|
4,047,706 |
|
|
|
3,898,457 |
|
Net realized gains on investments |
|
|
961,197 |
|
|
|
240,368 |
|
Other-than-temporary impairments on investments |
|
|
(3,168,291 |
) |
|
|
(3,702,945 |
) |
Management fees |
|
|
158,766 |
|
|
|
368,841 |
|
Other income |
|
|
17,992 |
|
|
|
34,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
46,100,816 |
|
|
|
49,001,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses |
|
|
21,977,573 |
|
|
|
24,556,501 |
|
Discontinued bond program losses and loss adjustment expenses (benefit) |
|
|
(2,189,460 |
) |
|
|
(101,904 |
) |
Policy acquisition costs |
|
|
11,100,497 |
|
|
|
11,704,193 |
|
Other operating expenses |
|
|
8,012,125 |
|
|
|
7,803,122 |
|
SEC investigation expenses |
|
|
23,616 |
|
|
|
3,289,462 |
|
Interest expense |
|
|
815,419 |
|
|
|
1,232,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
39,739,770 |
|
|
|
48,483,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before federal income taxes |
|
|
6,361,046 |
|
|
|
518,100 |
|
|
|
|
|
|
|
|
|
|
Federal income tax expense (benefit) |
|
|
1,292,316 |
|
|
|
(843,203 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,068,730 |
|
|
$ |
1,361,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.99 |
|
|
$ |
0.27 |
|
Diluted |
|
$ |
0.99 |
|
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
5,135,928 |
|
|
|
5,033,423 |
|
Diluted |
|
|
5,138,010 |
|
|
|
5,047,394 |
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
|
$ |
0.50 |
|
|
$ |
|
|
See accompanying notes to consolidated financial statements.
31
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
Held to maturity: |
|
|
|
|
|
|
|
|
Fixed maturities, at amortized cost (fair value $5,294,900 in 2009 and $5,330,671 in 2008) |
|
$ |
5,181,905 |
|
|
$ |
5,198,068 |
|
|
|
|
|
|
|
|
|
|
Available for sale: |
|
|
|
|
|
|
|
|
Fixed maturities, at fair value (amortized cost $71,013,020 in 2009 and $67,022,560 in 2008) |
|
|
71,573,049 |
|
|
|
59,675,070 |
|
|
|
|
|
|
|
|
|
|
Equity securities, at fair value (cost $5,774,207 in 2009 and $7,295,353 in 2008) |
|
|
7,251,637 |
|
|
|
6,541,864 |
|
|
|
|
|
|
|
|
|
|
Short-term investments, at cost which approximates fair value |
|
|
342,002 |
|
|
|
5,939,254 |
|
|
|
|
|
|
|
|
|
|
Restricted short-term investments, at cost which approximates fair value |
|
|
3,410,069 |
|
|
|
3,886,635 |
|
|
|
|
|
|
|
|
|
|
Other invested assets |
|
|
715,000 |
|
|
|
715,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
|
88,473,662 |
|
|
|
81,955,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
9,551,372 |
|
|
|
5,499,847 |
|
|
|
|
|
|
|
|
|
|
Premiums receivable |
|
|
4,614,787 |
|
|
|
5,278,710 |
|
|
|
|
|
|
|
|
|
|
Reinsurance recoverable |
|
|
6,821,490 |
|
|
|
4,836,817 |
|
|
|
|
|
|
|
|
|
|
Prepaid reinsurance premiums |
|
|
41,949,098 |
|
|
|
35,615,978 |
|
|
|
|
|
|
|
|
|
|
Deferred policy acquisition costs |
|
|
3,723,961 |
|
|
|
4,535,805 |
|
|
|
|
|
|
|
|
|
|
Loans to affiliates |
|
|
1,165,905 |
|
|
|
1,093,932 |
|
|
|
|
|
|
|
|
|
|
Accrued investment income |
|
|
1,085,096 |
|
|
|
1,008,648 |
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset |
|
|
2,322,885 |
|
|
|
5,583,390 |
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
1,071,642 |
|
|
|
1,244,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
160,779,898 |
|
|
$ |
146,653,601 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
32
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
Reserve for unpaid losses and loss adjustment expenses |
|
$ |
15,793,241 |
|
|
$ |
13,680,145 |
|
|
|
|
|
|
|
|
|
|
Discontinued bond program reserve for unpaid losses and loss adjustment expenses |
|
|
4,450,000 |
|
|
|
6,639,460 |
|
|
|
|
|
|
|
|
|
|
Unearned premiums |
|
|
62,185,040 |
|
|
|
58,201,957 |
|
|
|
|
|
|
|
|
|
|
Ceded reinsurance premiums payable |
|
|
3,362,762 |
|
|
|
2,431,515 |
|
|
|
|
|
|
|
|
|
|
Experience rating adjustments payable |
|
|
1,025,137 |
|
|
|
1,046,391 |
|
|
|
|
|
|
|
|
|
|
Retrospective premium adjustments payable |
|
|
958,883 |
|
|
|
1,228,537 |
|
|
|
|
|
|
|
|
|
|
Funds held under reinsurance treaties |
|
|
784,622 |
|
|
|
651,267 |
|
|
|
|
|
|
|
|
|
|
Funds held for account of others |
|
|
3,410,071 |
|
|
|
3,886,635 |
|
|
|
|
|
|
|
|
|
|
Contract funds on deposit |
|
|
2,062,992 |
|
|
|
2,677,244 |
|
|
|
|
|
|
|
|
|
|
Taxes, licenses and fees payable |
|
|
294,821 |
|
|
|
336,413 |
|
|
|
|
|
|
|
|
|
|
Current federal income tax payable |
|
|
140,183 |
|
|
|
131,171 |
|
|
|
|
|
|
|
|
|
|
Commissions payable |
|
|
2,176,797 |
|
|
|
1,837,757 |
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
1,298,630 |
|
|
|
1,279,728 |
|
|
|
|
|
|
|
|
|
|
Bank line of credit |
|
|
3,000,000 |
|
|
|
2,500,000 |
|
|
|
|
|
|
|
|
|
|
Trust preferred debt issued to affiliates |
|
|
15,465,000 |
|
|
|
15,465,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
116,408,179 |
|
|
$ |
111,993,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Non-voting preferred shares: |
|
|
|
|
|
|
|
|
Class A Serial Preference shares without par value; authorized 100,000 shares; no shares issued
or outstanding |
|
|
|
|
|
|
|
|
Class B Serial Preference shares without par value; authorized 98,646 shares; no shares issued
or outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares without par value; authorized 20,000,000 shares; 6,170,341 shares issued at December 31,
2009 and 2008; 5,205,706 shares outstanding at December 31, 2009 and 5,082,574 shares outstanding
at December 31, 2008 |
|
|
1,794,141 |
|
|
|
1,794,141 |
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
1,574,340 |
|
|
|
1,638,503 |
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive (loss) income |
|
|
1,344,720 |
|
|
|
(5,346,647 |
) |
|
|
|
|
|
|
|
|
|
Retained earnings |
|
|
44,438,576 |
|
|
|
41,972,699 |
|
|
|
|
|
|
|
|
|
|
|
49,151,777 |
|
|
|
40,058,696 |
|
|
|
|
|
|
|
|
|
|
Less: Treasury shares, at cost (964,635 common shares at December 31, 2009 and
1,087,767 common shares at December 31, 2008) |
|
|
(4,780,058 |
) |
|
|
(5,398,315 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
44,371,719 |
|
|
|
34,660,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
160,779,898 |
|
|
$ |
146,653,601 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
33
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
other |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
Preferred Shares |
|
|
Common |
|
|
paid-in |
|
|
comprehensive |
|
|
Retained |
|
|
Treasury |
|
|
shareholders |
|
|
|
Class A |
|
|
Class B |
|
|
shares |
|
|
capital |
|
|
income (loss) |
|
|
earnings |
|
|
shares |
|
|
equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
$ |
|
|
|
$ |
|
|
|
$ |
1,794,141 |
|
|
$ |
1,630,394 |
|
|
$ |
239,041 |
|
|
$ |
40,611,396 |
|
|
$ |
(5,818,050 |
) |
|
$ |
38,456,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,361,303 |
|
|
|
|
|
|
|
1,361,303 |
|
Unrealized losses, net of tax and
reclassification adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,585,688 |
) |
|
|
|
|
|
|
|
|
|
|
(5,585,688 |
) |
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,224,385 |
) |
Equity-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
395,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
395,054 |
|
84,624 common shares issued in
connection with restricted stock
awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(419,735 |
) |
|
|
|
|
|
|
|
|
|
|
419,735 |
|
|
|
|
|
Tax benefit related to vesting of
restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
1,794,141 |
|
|
|
1,638,503 |
|
|
|
(5,346,647 |
) |
|
|
41,972,699 |
|
|
|
(5,398,315 |
) |
|
|
34,660,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,068,730 |
|
|
|
|
|
|
|
5,068,730 |
|
Unrealized gains, net of tax and
reclassification adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,691,367 |
|
|
|
|
|
|
|
|
|
|
|
6,691,367 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,760,097 |
|
Cash dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,602,853 |
) |
|
|
|
|
|
|
(2,602,853 |
) |
Equity-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
516,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
516,022 |
|
4,822 treasury shares repurchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,395 |
) |
|
|
(16,395 |
) |
127,944 common shares issued in
connection with restricted stock
awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(634,652 |
) |
|
|
|
|
|
|
|
|
|
|
634,652 |
|
|
|
|
|
Tax benefit related to vesting of
restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009 |
|
$ |
|
|
|
$ |
|
|
|
$ |
1,794,141 |
|
|
$ |
1,574,340 |
|
|
$ |
1,344,720 |
|
|
$ |
44,438,576 |
|
|
$ |
(4,780,058 |
) |
|
$ |
44,371,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
34
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,068,730 |
|
|
$ |
1,361,303 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Net realized gains on investments |
|
|
(961,197 |
) |
|
|
(240,368 |
) |
Other-than-temporary impairments on investments |
|
|
3,168,291 |
|
|
|
3,702,945 |
|
Net realized gains on disposal of property and equipment |
|
|
(4,635 |
) |
|
|
|
|
Depreciation and amortization |
|
|
405,733 |
|
|
|
588,696 |
|
Equity-based compensation expense |
|
|
516,022 |
|
|
|
395,054 |
|
Deferred federal income tax benefit |
|
|
(186,563 |
) |
|
|
(1,250,476 |
) |
Change in assets and liabilities: |
|
|
|
|
|
|
|
|
Premiums receivable |
|
|
663,923 |
|
|
|
2,198,724 |
|
Reinsurance recoverable |
|
|
(1,984,673 |
) |
|
|
(994,620 |
) |
Prepaid reinsurance premiums |
|
|
(6,333,120 |
) |
|
|
(9,099,182 |
) |
Deferred policy acquisition costs |
|
|
811,844 |
|
|
|
1,363,645 |
|
Other assets, net |
|
|
(22,433 |
) |
|
|
32,034 |
|
Reserve for unpaid losses and loss adjustment expenses |
|
|
(76,364 |
) |
|
|
2,935,859 |
|
Unearned premiums |
|
|
3,983,083 |
|
|
|
5,315,429 |
|
Ceded reinsurance premiums payable |
|
|
931,247 |
|
|
|
(2,231,665 |
) |
Experience rating adjustments payable |
|
|
(21,254 |
) |
|
|
(948,196 |
) |
Retrospective premium adjustments payable |
|
|
(269,654 |
) |
|
|
(2,987,890 |
) |
Funds held under reinsurance treaties |
|
|
133,355 |
|
|
|
(12,590 |
) |
Funds held for account of others |
|
|
(476,564 |
) |
|
|
(2,828,300 |
) |
Contract funds on deposit |
|
|
(614,252 |
) |
|
|
160,198 |
|
Taxes, license and fees payable |
|
|
(41,592 |
) |
|
|
(166,583 |
) |
Commissions payable |
|
|
339,040 |
|
|
|
(389,841 |
) |
SEC investigation expense payable |
|
|
(401,503 |
) |
|
|
(1,599,497 |
) |
Other liabilities, net |
|
|
443,044 |
|
|
|
(368,914 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
5,070,508 |
|
|
|
(5,064,235 |
) |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from held to maturity fixed maturities due to redemption or maturity |
|
|
1,574,433 |
|
|
|
1,255,000 |
|
Proceeds from available for sale fixed maturities sold, redeemed or matured |
|
|
14,778,836 |
|
|
|
14,878,376 |
|
Proceeds from available for sale equity securities sold |
|
|
12,742,881 |
|
|
|
12,318,746 |
|
Cost of held to maturity fixed maturities |
|
|
(1,601,321 |
) |
|
|
(1,293,250 |
) |
Cost of available for sale fixed maturities |
|
|
(19,755,219 |
) |
|
|
(11,103,831 |
) |
Cost of available for sale equity securities |
|
|
(12,548,617 |
) |
|
|
(9,522,920 |
) |
Net change in short-term investments |
|
|
5,597,252 |
|
|
|
(5,466,925 |
) |
Net change in restricted short-term investments |
|
|
476,566 |
|
|
|
2,828,300 |
|
Proceeds from collection of note receivable |
|
|
|
|
|
|
300,000 |
|
Purchase of land, property and leasehold improvements |
|
|
(164,546 |
) |
|
|
(280,502 |
) |
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
1,100,265 |
|
|
|
3,912,994 |
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Acquisition of treasury shares |
|
|
(16,395 |
) |
|
|
|
|
Proceeds from bank line of credit |
|
|
3,000,000 |
|
|
|
2,500,000 |
|
Payments on bank line of credit |
|
|
(2,500,000 |
) |
|
|
|
|
Cash dividends paid |
|
|
(2,602,853 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(2,119,248 |
) |
|
|
2,500,000 |
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
4,051,525 |
|
|
|
1,348,759 |
|
Cash at beginning of year |
|
|
5,499,847 |
|
|
|
4,151,088 |
|
|
|
|
|
|
|
|
Cash at end of year |
|
$ |
9,551,372 |
|
|
$ |
5,499,847 |
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
825,711 |
|
|
$ |
1,246,878 |
|
|
|
|
|
|
|
|
Federal income taxes |
|
$ |
1,415,400 |
|
|
$ |
444,000 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
35
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements December 31, 2009 and 2008
(1) |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Bancinsurance Corporation is a specialty property/casualty insurance holding company
incorporated in the State of Ohio in 1970. The Company has two reportable business segments:
(1) property/casualty insurance; and (2) insurance agency. Unless the context indicates
otherwise, all references herein to Bancinsurance, we, Registrant, us, its, our,
or the Company refer to Bancinsurance Corporation and its consolidated subsidiaries.
Property/Casualty Insurance. Our wholly-owned subsidiary, Ohio Indemnity Company
(Ohio Indemnity), is a specialty property/casualty insurance company. Our principal
sources of revenue are premiums and ceded commissions for insurance policies and income
generated from our investment portfolio. Ohio Indemnity, an Ohio corporation, is licensed in
49 states and the District of Columbia. As such, Ohio Indemnity is subject to the regulations
of The Ohio Department of Insurance (the Department) and the regulations of each state in
which it operates. Ohio Indemnitys premiums are derived from three distinct product lines:
(1) lender service; (2) unemployment compensation; and (3) waste industry.
Our lender service product line offers four types of products. First, ULTIMATE LOSS
INSURANCE® (ULI), a blanket vendor single interest coverage, is the primary product we
offer to financial institutions nationwide. This product insures banks and financial
institutions against damage to pledged collateral in cases where the collateral is not
otherwise insured. A ULI policy is generally written to cover a lenders complete portfolio
of collateralized personal property loans, typically automobile loans. Second, creditor
placed insurance (CPI) is an alternative to our ULI product. While both products cover the
risk of damage to uninsured collateral in a lenders automobile loan portfolio, CPI covers
the portfolio through tracking individual borrowers insurance coverage. The lender
purchases physical damage coverage for loan collateral after a borrowers insurance has
lapsed. Third, our guaranteed auto protection insurance (GAP) pays the difference or gap
between the amount owed by the customer on a loan or lease and the amount of primary
insurance company coverage in the event a vehicle is damaged beyond repair or stolen and
never recovered. Our GAP product is sold primarily to lenders and lessors and provides
coverage on either an individual or portfolio basis. Fourth, equipment physical damage
insurance (EPD) is an all risk policy written to cover agricultural, construction and
commercial equipment vehicles. EPD was introduced in 2007 and offers insurance protection for
financed equipment purchases. This policy protects both lenders and consumers against the
risk of physical damage or theft of their financed equipment and is available for the term of
the loan or an annual basis.
Our unemployment compensation (UC) products are utilized by entities that are qualified to
elect not to pay unemployment compensation taxes and instead reimburse state unemployment
agencies for benefits paid by the agencies to the entities former employees. Through our
UCassure® and excess of loss products, we indemnify the qualified entity for liability
associated with its reimbursing obligations. In addition, we underwrite surety bonds that
certain states require employers to post in order to obtain reimbursing status for their
unemployment compensation obligations.
Our waste industry products (WIP) consist of waste, contract and escrow surety bonds
produced and administered by a general insurance agent. Under this program, we assume, write
on a direct basis, and cede certain waste surety bond business under three quota share
reinsurance arrangements. First, effective August 1, 2006, the 50% quota share reinsurance
arrangement we entered into in the second quarter of 2004 was amended whereby we assumed 50%
of waste surety bonds with liability limits up to $1.2 million from two insurance carriers.
Second, effective August 1, 2007, we entered into a 5% quota share reinsurance arrangement
whereby we assumed 5% of waste surety bonds with liability limits over $1.2 million up to
$10.0 million from two insurance carriers. This reinsurance arrangement is renegotiated
annually and was renewed with similar terms on August 1, 2008. For the August 1, 2009
renewal, our participation was changed to 12.5%. Third, in addition to assuming business, we
also write on a direct basis waste surety bonds with liability limits up to $5.0 million. We
then cede 50% of that business to an insurance carrier under a reinsurance arrangement. In
addition to the quota share arrangements, we also participate in several facultative
reinsurance arrangements. The majority of the waste surety bonds under the program satisfy
the closure/post-closure financial responsibility obligations imposed on solid waste
treatment, storage and disposal facilities pursuant to Subtitles C and D of the Federal
Resource Conservation and Recovery Act. Closure/post-closure bonds cover future costs to
close and monitor a regulated site such as a landfill. In addition to waste surety bonds,
our WIP program includes certain contract and escrow surety bond business which the Company
writes directly, assumes and cedes under several quota share reinsurance arrangements.
Effective October 1, 2009, we increased our participation from 25% to 33% for our contract
surety assumed reinsurance arrangement. The contract and escrow surety bond business is
included as part of our WIP program because it is produced by the same general agent that
produces the waste surety bond business. All of the surety bonds under the WIP program are
fully
36
indemnified by the principal and collateral is maintained on the majority of the bonds. The
indemnifications and collateralization of this program reduces the risk of loss. All surety
bonds written directly, assumed and ceded under this program are produced and administered by
a general insurance agent that is affiliated with one of the insurance carriers participating
in the program. The general insurance agent utilizes various insurance carriers, including
the Company, in placing its surety bond business. Our direct premium volume for this program
is determined by the general insurance agents decision to place business with the Company.
We have certain other specialty products which consist primarily of two vehicle service
contract programs. The premiums produced under other specialty products are not considered
material to our results of operations. For our two vehicle service contract programs, we
maintain reinsurance and/or collateral in excess of our estimated claim obligations, which
reduces our risk of loss. For more information concerning one of the vehicle service
contract programs, see Automobile Service Contract Program in Note 15.
In addition, from 2001 until the end of the second quarter of 2004, the Company participated
in a bail and immigration bond reinsurance program. This program was discontinued in the
second quarter of 2004. For a more detailed description of this program, see Discontinued
Bond Program in Note 15.
We sell our insurance products through multiple distribution channels, including three
managing general agents, approximately thirty independent agents and direct sales.
Insurance Agency. In July 2002, we formed Ultimate Services Agency, LLC (USA), a
wholly-owned subsidiary. We formed USA to act as an agency for placing and servicing
property/casualty insurance policies offered and underwritten by Ohio Indemnity and by other
property/casualty insurance companies.
|
(b) |
|
Basis of Financial Statement Presentation |
Our accompanying consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP) which vary
in certain respects from accounting practices prescribed or permitted by the Department.
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results
could differ materially from those estimates.
|
(c) |
|
Recently Issued Accounting Standards |
In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 168 (Codification reference ASC 105), The FASB Accounting
Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principlesa
replacement of FASB Statement No. 162. SFAS No. 168 sets forth the FASB Accounting
Standards Codification (the Codification) as the single source of authoritative
nongovernmental GAAP. The Codification was launched on July 1, 2009 and is the official
source of authoritative, nongovernmental U.S. GAAP, superseding existing FASB, American
Institute of Certified Public Accountants (AICPA), EITF, and related literature. After the
Codification was launched on July 1, 2009, only one level of authoritative U.S. GAAP exists,
other than guidance issued by the Securities and Exchange Commission (the SEC). All other
accounting literature excluded from the Codification will be considered non-authoritative.
The Codification is effective for interim and annual periods ending after September 15, 2009.
The Company has included references to the Codification in the notes to the consolidated
financial statements.
In September 2006, the FASB issued SFAS No. 157 (Codification reference ASC 820), Fair Value
Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair
value and expands disclosure about fair value measurements. It applies to other
pronouncements that require or permit fair value measurements but does not require any new
fair value measurements. The statement defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. SFAS No. 157 establishes a fair value
hierarchy (i.e., Levels 1, 2 and 3) to increase consistency and comparability in fair value
measurements and disclosures. SFAS No. 157 is effective for fiscal years beginning after
November 15, 2007. In February 2008, the FASB issued FASB Staff Position (FSP) 157-2
(Codification reference ASC 820), Effective Date of FASB Statement No. 157 (FSP SFAS
157-2), which permits a one-year deferral of the application of SFAS No. 157 for all
non-financial assets and non-financial liabilities, except those that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at least annually).
The Company adopted SFAS No. 157 and FSP SFAS 157-2 for financial assets and liabilities
effective January 1, 2008, which did not have a material impact on the Companys consolidated
financial statements. The Company adopted SFAS No. 157 for non-financial assets and
37
non-financial liabilities effective January 1, 2009, which did not have a material
impact on the Companys consolidated financial statements. In October 2008, the FASB issued
FSP 157-3 (Codification reference ASC 820), Determining the Fair Value of a Financial Asset
When the Market for That Asset is Not Active (FSP SFAS 157-3), which clarifies the
application of SFAS No. 157 in a market that is not active. The adoption of this standard
did not have a material impact on the Companys consolidated financial statements.
In May 2008, the FASB issued SFAS No. 163 (Codification reference ASC 944), Accounting for
Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60
(Codification reference ASC 944), Accounting and Reporting by Insurance Enterprises,
applies to financial guarantee insurance contracts issued by insurance enterprises, including
the recognition and measurement of premium revenue and claim liabilities. SFAS No. 163 also
requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years, except for disclosures about the insurance
enterprises risk-management activities, which are effective the first period beginning after
issuance of SFAS No. 163. The adoption of SFAS No. 163 did not have a material impact on the
Companys consolidated financial statements.
In January 2009, the FASB issued FSP EITF 99-20-1 (Codification reference ASC 325),
Amendments to the Impairment Guidance of EITF Issue No. 99-20. This FSP amends the
impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and Impairment
on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a
Transferor in Securitized Financial Assets, to achieve more consistent determination of
whether an other-than-temporary impairment has occurred. This FSP also retains and emphasizes
the objective of an other-than-temporary impairment assessment and the related disclosure
requirements in FASB Statement No. 115 (Codification reference ASC 320), Accounting for
Certain Investments in Debt and Equity Securities, and other related guidance. This FSP is
effective for interim and annual reporting periods ending after December 15, 2009. The
Company adopted this FSP effective December 31, 2009, which did not have a material impact on
the Companys consolidated financial statements.
In April 2009, the FASB issued FSP FAS 141(R)-1 (Codification reference ASC 805), Accounting
for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies. This FSP requires that assets acquired and liabilities assumed in a business
combination that arise from contingencies be recognized at fair value if fair value can be
reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability
would generally be recognized in accordance with SFAS No. 5 (Codification reference ASC 450),
Accounting for Contingencies and FASB Interpretation No. 14 (Codification reference ASC
450), Reasonable Estimation of the Amount of a Loss. Further, this FSP removed the
subsequent accounting guidance for assets and liabilities arising from contingencies from
SFAS No. 141(R) (Codification reference ASC 805). The requirements of this FSP carry forward
without significant revision the guidance on contingencies of SFAS No. 141, Business
Combinations, which was superseded by SFAS No. 141(R). This FSP also eliminates the
requirement to disclose an estimate of the range of possible outcomes of recognized
contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that
entities include only the disclosures required by SFAS No. 5. The Company adopted this FSP
effective January 1, 2009, which did not have a material impact on the Companys consolidated
financial statements.
In April 2009, the FASB also issued the following three Staff Positions, each of which was
adopted by the Company on April 1, 2009 without a material impact on the Companys
consolidated financial statements:
|
|
|
FSP FAS 157-4 (Codification reference ASC 820), Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly (FSP FAS 157-4). This FSP supersedes
FSP FAS 157-3 (Codification reference ASC 820), Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active. This FSP provides
additional guidance on: (1) estimating fair value when the volume and level of activity
for an asset or liability have significantly decreased in relation to the normal market
activity for the asset or liability, and (2) identifying transactions that are not
orderly. This FSP must be applied prospectively and retrospective application is not
permitted. |
|
|
|
FSP FAS 115-2 and FAS 124-2 (Codification reference ASC 320), Recognition and
Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2). This
FSP provides new guidance on the recognition and presentation of other-than-temporary
impairments (OTTI) for available for sale and held to maturity fixed maturities
(equities are excluded). An impaired security is not recognized as an impairment if
management does not intend to sell the impaired security and it is more likely than not
it will not be required to sell the security before the recovery of its amortized cost
basis. If management concludes a security is other-than-temporarily impaired, this FSP
requires that the difference between the fair value and the amortized cost of the
security be presented as an OTTI charge in the statements of operations, with an offset for any noncredit-related
loss component of the OTTI charge to be recognized in other comprehensive income.
Accordingly, only the credit loss component of the OTTI amount will |
38
have an impact on
the Companys results of operations. This FSP also requires extensive new interim and
annual disclosure for both fixed maturities and equities to provide further
disaggregated information as well as information about how the credit loss component
of the OTTI charge was determined and requiring a roll forward of such amount for each
reporting period.
|
|
|
FSP FAS 107-1 and APB 28-1 (Codification reference ASC 825), Interim Disclosures
about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1). This FSP
extends the disclosure requirements under SFAS No. 107 (Codification reference ASC 825),
Disclosures about Fair Value of Financial Instruments, to interim financial statements
and it amends APB Opinion 28 (Codification reference ASC 270), Interim Financial
Reporting, to require those disclosures in summarized financial information at interim
reporting periods. |
In May 2009, the FASB issued SFAS No. 165 (Codification reference ASC 855), Subsequent
Events. SFAS No. 165 sets standards for the disclosure of events that occur after the
balance-sheet date, but before financial statements are issued or are available to be issued.
SFAS No. 165 sets forth the following: (1) the period after the balance sheet date during
which management of a reporting entity should evaluate events or transactions that may occur
for potential recognition or disclosure in the financial statements; (2) the circumstances
under which an entity should recognize events or transactions occurring after the balance
sheet date in its financial statements; and (3) the disclosures that an entity should make
about events or transactions that occurred after the balance sheet date. SFAS No. 165 is
effective for interim and annual periods ending after June 15, 2009. The Company adopted
SFAS No. 165 effective April 1, 2009. The Company uses the date of the filing of its
periodic report with the SEC as the date through which subsequent events have been evaluated,
which is the same date as the date the financial statements are issued. The adoption of SFAS
No. 165 did not have a material impact on the Companys consolidated financial statements.
In June 2009, the FASB issued two other new FASB statements: (1) SFAS No. 166 (Codification
reference ASC 860), Accounting for Transfers of Financial Assets, and (2) SFAS No. 167
(Codification reference ASC 810), Amendments to FASB Interpretation No. 46(R). These FASB
statements establish new criteria governing whether transfers of financial assets are
accounted for as sales and are expected to result in more variable interest entities being
consolidated. These FASB statements are effective for annual periods beginning after November
15, 2009. The Company adopted these FASB statements effective December 31, 2009, which did
not have a material impact on the Companys consolidated financial statements.
In January 2010, the FASB released a reworked version of ASC subtopic 820-10 (formerly SFAS
No. 157). The amended rule requires companies to make separate disclosures for any
significant transfers made in or out of Levels 1 and 2, as well as describe the reasons for
making the transfers. The amended rule also states that companies can no longer lump
together information about swings in Level 3 fair-value measurements associated with
purchases, sales, issuances, and settlements of financial instruments. The amended rule also
states that companies should provide disclosures about the valuation techniques and inputs
used to measure recurring as well as nonrecurring items that fall into either the Level 2 or
Level 3 category. The amended rule is effective for periods beginning after December 15,
2009, with one exception: the provisions about disclosure of Level 3 measurement changes tied
to the purchase, sales, issuances, and settlements of financial instruments will go into
effect for fiscal years beginning after December 15, 2010. The adoption of the amended rule
did not have a material impact on the Companys consolidated financial statements.
The accompanying financial statements include the Companys accounts and the accounts of our
wholly-owned subsidiaries. All significant intercompany transactions and balances have been
eliminated in consolidation.
Investments in held to maturity fixed maturities where we have the ability and intent to hold
to maturity are carried at amortized cost. Investments in fixed maturities held as available
for sale, which include bonds and redeemable preferred stock, are carried at fair value. The
unrealized holding gain or loss, net of applicable deferred taxes and reclassification
adjustment, is reflected in other comprehensive income.
Available for sale equity securities, which include common stock, non-redeemable preferred
stock and mutual funds, are reported at fair value with unrealized gains or losses, net of
applicable deferred taxes and reclassification adjustment, reflected in other comprehensive
income. Short-term investments are reported at cost which approximates fair value. Other
invested assets
are reported at cost.
Realized gains and losses on disposal of investments are determined by the specific
identification method. The carrying value of an investment is revised and the amount of
revision is charged to net realized losses on investments when management determines
39
that a
decline in the value of an investment is other-than-temporary.
For fixed maturity securities purchased at a premium or discount, amortization is calculated
using the scientific (constant yield) interest method taking into consideration specified
interest and principal provisions over the life of the security. Fixed maturity securities
containing call provisions (where the security can be called away from the reporting entity
at the issuers discretion) are amortized to the call or maturity value/date which produces
the lowest asset value (yield to worst).
|
(f) |
|
Recognition of Revenue |
Ohio Indemnitys insurance premiums and ceded commissions are earned over the terms of the
related insurance policies and reinsurance contracts. For our ULI, GAP and EPD products,
premiums and ceded commissions are earned over the contract period in proportion to the
amount of insurance protection provided as the amount of insurance protection declines
according to a predetermined schedule. For all other products, premiums and ceded commissions
are earned pro rata over the contract period. The portion of premiums written applicable to
the unexpired portion of insurance policies is recorded in the balance sheet as unearned
premiums.
Management fees are recognized when earned based on the development of UC benefit charges.
Commission and fee revenues for USA are recognized when earned based on contractual rates and
services provided.
|
(g) |
|
Deferred Policy Acquisition Costs |
Acquisition expenses, mainly commissions (net of ceded commissions) and premium taxes,
related to unearned premiums are deferred and amortized over the period the coverage is
provided. Anticipated losses and other expenses related to those premiums are considered in
determining the recoverability of deferred acquisition costs.
|
(h) |
|
Reserve for Unpaid Losses and Loss Adjustment Expenses |
Loss and loss adjustment expense (LAE) reserves represent our best estimate of the ultimate
net cost of all reported and unreported losses incurred through December 31. We do not
discount loss and LAE reserves. The reserves for unpaid losses and LAE are estimated using
individual case-basis valuations, statistical analyses and information received from ceding
insurers under assumed reinsurance. Those estimates are subject to the effects of trends in
loss severity and frequency. Although considerable variability is inherent in such
estimates, we believe the reserves for losses and LAE are adequate. The estimates are
regularly reviewed and adjusted as necessary as experience develops or new information
becomes known. Such adjustments are included in results of operations in the period such
adjustments are made.
In the ordinary course of business, we cede and assume reinsurance with other insurers and
reinsurers. We report balances pertaining to reinsurance transactions gross on the balance
sheet, meaning that reinsurance recoverable on unpaid losses and LAE and ceded unearned
premiums are not deducted from insurance reserves but are recorded as assets (reinsurance
recoverable and prepaid reinsurance premiums, respectively). See Note 15 for more
information concerning the Companys reinsurance transactions.
|
(j) |
|
Experience Rating and Retrospective Premium Adjustments |
Certain lender service policies are eligible for premium adjustments based on loss
experience. For certain policies, return premiums are calculated and settled on an annual
basis. These balances are presented in the accompanying balance sheets as retrospective
premium adjustments payable. Certain other policies are eligible for an experience rating
adjustment that is calculated and adjusted from period to period and settled upon
cancellation of the policy. These balances are presented in the accompanying balance sheets
as experience rating adjustments payable. These adjustments are included in the calculation
of net premiums earned.
|
(k) |
|
Restricted Short-Term Investments and Funds Held for Account of Others |
The balances reflected in these accounts relate primarily to the Companys automobile service
contract programs. For these programs, the Company has obtained collateral in the form of
cash and short-term investments to support its claim obligations under the programs. As of
December 31, 2009 and 2008, the collateral held by the Company exceeded its estimated claim
obligations. As a result, the restricted short-term investments and the funds held amounts
are the same as any excess collateral remaining after the payment of all claim obligations
would be returned to the respective service contract provider.
|
(l) |
|
Contract Funds on Deposit |
Pursuant to the terms of certain surety bonds issued by the Company that guarantee the
payment of reimbursable unemployment compensation benefits, certain monies are held by the
Company in contract funds on deposit and are used for the payment of benefit charges. The
Company has agreements with cost containment service firms designed to control the
unemployment
40
compensation costs of the employers enrolled in the program. Any remaining
funds after the payment of all benefit charges are shared between the Company and the cost
containment firms as management fees. Management fees are recognized when earned based on
the development of benefit charges. Management fees of $158,766 and $368,841 were recognized
in 2009 and 2008, respectively, as a result of this arrangement.
|
(m) |
|
Depreciation and Amortization |
Property, equipment and internally-developed computer software are stated at cost and
depreciated using the straight-line method over the estimated useful life, ranging from three
to five years. Leasehold improvements are capitalized and amortized over the remaining office
lease term. Maintenance and repairs are charged directly to expense as incurred. As of
December 31, 2009 and 2008, the carrying value of property, equipment, computer software and
leasehold improvements, net of accumulated depreciation, was $461,272 and $588,696,
respectively. These balances are presented in the accompanying balance sheets as other
assets.
We file a consolidated federal income tax return with our subsidiaries. Accordingly,
deferred tax liabilities and assets have been recognized for the expected future tax
consequences of events that have been included in the financial statements or tax returns.
Deferred income taxes are recognized at prevailing income tax rates for temporary differences
between financial statement and income tax basis of assets and liabilities for which income
tax benefits will be realized in future years.
|
(o) |
|
Cash and Cash Equivalents |
Cash and cash equivalents include all cash balances and highly liquid investments with an
initial maturity of three months or less. Cash equivalents are stated at cost, which
approximates fair value. The Company places its cash investments with high credit quality
financial institutions.
Certain prior year amounts have been reclassified in order to conform to the 2009
presentation. One of the reclassifications included our presentation of deferred policy
acquisition costs and deferred ceded commissions in the accompanying consolidated balance
sheets. We had previously presented deferred ceded commissions as a separate liability
line item within the balance sheet. Beginning in the third quarter of 2009, we began
presenting deferred policy acquisition costs, which was previously an asset line item
within the balance sheet, net of deferred ceded commissions. The reason for the change in
balance sheet classification was to be more consistent with how other property and casualty
insurance companies present their deferred policy acquisition costs as well as to be
consistent with how policy acquisition costs are reported within our statements of income,
which is net of ceded commissions.
41
The amortized cost, gross unrealized gains and losses and estimated fair value of investments in
held to maturity and available for sale securities at December 31, 2009 and 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
unrealized |
|
|
unrealized |
|
|
fair |
|
|
|
cost |
|
|
gains |
|
|
losses |
|
|
value |
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies |
|
$ |
2,321,243 |
|
|
$ |
5,620 |
|
|
$ |
|
|
|
$ |
2,326,863 |
|
Obligations of U.S. states, municipals and political
subdivisions |
|
|
2,860,662 |
|
|
|
107,375 |
|
|
|
|
|
|
|
2,968,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity |
|
|
5,181,905 |
|
|
|
112,995 |
|
|
|
|
|
|
|
5,294,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. states, municipals and political
subdivisions |
|
|
69,903,319 |
|
|
|
1,569,125 |
|
|
|
1,589,637 |
|
|
|
69,882,807 |
|
Corporate and other taxable debt securities |
|
|
960,851 |
|
|
|
554,696 |
|
|
|
20,205 |
|
|
|
1,495,342 |
|
Redeemable preferred stock |
|
|
148,850 |
|
|
|
46,050 |
|
|
|
|
|
|
|
194,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
71,013,020 |
|
|
|
2,169,871 |
|
|
|
1,609,842 |
|
|
|
71,573,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banks, trusts and insurance companies |
|
|
441,185 |
|
|
|
419,825 |
|
|
|
|
|
|
|
861,010 |
|
Industrial and miscellaneous |
|
|
1,908,973 |
|
|
|
235,728 |
|
|
|
11,960 |
|
|
|
2,132,741 |
|
Mutual funds |
|
|
3,424,049 |
|
|
|
847,064 |
|
|
|
13,227 |
|
|
|
4,257,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equities |
|
|
5,774,207 |
|
|
|
1,502,617 |
|
|
|
25,187 |
|
|
|
7,251,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale |
|
|
76,787,227 |
|
|
|
3,672,488 |
|
|
|
1,635,029 |
|
|
|
78,824,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
81,969,132 |
|
|
$ |
3,785,483 |
|
|
$ |
1,635,029 |
|
|
$ |
84,119,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
unrealized |
|
|
unrealized |
|
|
fair |
|
|
|
cost |
|
|
gains |
|
|
losses |
|
|
value |
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies |
|
$ |
2,306,533 |
|
|
$ |
43,350 |
|
|
$ |
|
|
|
$ |
2,349,883 |
|
Obligations of U.S. states, municipals and political
subdivisions |
|
|
2,891,535 |
|
|
|
99,232 |
|
|
|
9,979 |
|
|
|
2,980,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity |
|
|
5,198,068 |
|
|
|
142,582 |
|
|
|
9,979 |
|
|
|
5,330,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. states, municipals and political
subdivisions |
|
|
64,840,650 |
|
|
|
275,143 |
|
|
|
7,597,616 |
|
|
|
57,518,177 |
|
Corporate and other taxable debt securities |
|
|
1,800,360 |
|
|
|
|
|
|
|
161,717 |
|
|
|
1,638,643 |
|
Redeemable preferred stock |
|
|
381,550 |
|
|
|
136,700 |
|
|
|
|
|
|
|
518,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
67,022,560 |
|
|
|
411,843 |
|
|
|
7,759,333 |
|
|
|
59,675,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banks, trusts and insurance companies |
|
|
2,137,422 |
|
|
|
580,828 |
|
|
|
205,919 |
|
|
|
2,512,331 |
|
Industrial and miscellaneous |
|
|
369,277 |
|
|
|
44,309 |
|
|
|
26,440 |
|
|
|
387,146 |
|
Mutual funds |
|
|
4,788,654 |
|
|
|
|
|
|
|
1,146,267 |
|
|
|
3,642,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equities |
|
|
7,295,353 |
|
|
|
625,137 |
|
|
|
1,378,626 |
|
|
|
6,541,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale |
|
|
74,317,913 |
|
|
|
1,036,980 |
|
|
|
9,137,959 |
|
|
|
66,216,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
79,515,981 |
|
|
$ |
1,179,562 |
|
|
$ |
9,147,938 |
|
|
$ |
71,547,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
The amortized cost and estimated fair value of fixed maturity investments in held to maturity and
available for sale securities at December 31, 2009, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
Held to Maturity |
|
|
Available for Sale |
|
|
|
Amortized |
|
|
Estimated |
|
|
Amortized |
|
|
Estimated |
|
|
|
cost |
|
|
fair value |
|
|
cost |
|
|
fair value |
|
Due in one year or less |
|
$ |
2,771,703 |
|
|
$ |
2,808,989 |
|
|
$ |
915,342 |
|
|
$ |
918,897 |
|
Due after one year but less than five years |
|
|
1,260,270 |
|
|
|
1,294,970 |
|
|
|
2,520,260 |
|
|
|
3,096,261 |
|
Due after five years but less than ten years |
|
|
646,098 |
|
|
|
663,001 |
|
|
|
7,077,832 |
|
|
|
7,093,293 |
|
Due after ten years |
|
|
503,834 |
|
|
|
527,940 |
|
|
|
60,499,586 |
|
|
|
60,464,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5,181,905 |
|
|
$ |
5,294,900 |
|
|
$ |
71,013,020 |
|
|
$ |
71,573,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income for each of the years ended December 31 is summarized below:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Fixed maturities |
|
$ |
3,668,619 |
|
|
$ |
3,379,485 |
|
Equity securities |
|
|
529,318 |
|
|
|
617,687 |
|
Short-term investments |
|
|
83,606 |
|
|
|
127,384 |
|
Other |
|
|
23,568 |
|
|
|
34,776 |
|
Expenses |
|
|
(257,405 |
) |
|
|
(260,875 |
) |
|
|
|
|
|
|
|
Net investment income |
|
$ |
4,047,706 |
|
|
$ |
3,898,457 |
|
|
|
|
|
|
|
|
The proceeds from sales of available for sale securities (excluding bond calls, prepayments and
maturities) were $22,804,967 and $20,809,894 for the years ended December 31, 2009 and 2008,
respectively, which includes $10,556,527 and $10,087,674, respectively, from sales of our money
market mutual fund which we buy and sell regularly as part of our liquidity management.
Pre-tax net realized gains (losses) on investments, other-than-temporary impairments and changes
in unrealized gains (losses) on available for sale investments were as follows for each of the
years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Gross realized gains: |
|
|
|
|
|
|
|
|
Fixed maturities |
|
$ |
521,704 |
|
|
$ |
100,635 |
|
Equity securities |
|
|
896,730 |
|
|
|
569,567 |
|
|
|
|
|
|
|
|
Total gains |
|
|
1,418,434 |
|
|
|
670,202 |
|
|
|
|
|
|
|
|
Gross realized losses: |
|
|
|
|
|
|
|
|
Fixed maturities |
|
|
(439,890 |
) |
|
|
(191,252 |
) |
Equity securities |
|
|
(17,347 |
) |
|
|
(238,582 |
) |
|
|
|
|
|
|
|
Total losses |
|
|
(457,237 |
) |
|
|
(429,834 |
) |
|
|
|
|
|
|
|
Net realized gains on investments |
|
|
961,197 |
|
|
|
240,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other-than-temporary impairments |
|
$ |
(3,168,291 |
) |
|
$ |
(3,702,945 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net unrealized gains (losses) on
available for sale investments: |
|
|
|
|
|
|
|
|
Fixed maturities |
|
$ |
7,907,519 |
|
|
$ |
(6,664,962 |
) |
Equity securities |
|
|
2,230,919 |
|
|
|
(1,798,202 |
) |
|
|
|
|
|
|
|
Net change in net unrealized gains (losses) |
|
$ |
10,138,438 |
|
|
$ |
(8,463,164 |
) |
|
|
|
|
|
|
|
We continually monitor the difference between the book value and the estimated fair value of our
investments, which involves judgment as to whether declines in value are temporary in nature.
If we believe a decline in the value of a particular available for sale investment is temporary,
we record the decline as an unrealized loss in our shareholders equity. If we believe the
decline in any investment is other-than-temporarily impaired, we record the decline as a
realized loss through the income statement. If our judgment changes in the future, we may
ultimately record a realized loss for a security after having originally concluded that the
decline in value was temporary. We begin to monitor a security for other-than-temporary
impairment when its fair value to book value ratio falls below 80%. Our assessment as to
whether a security is other-than-temporarily impaired depends on, among other things: (1) the
length of time and extent to which the estimated fair value has been less than book value; (2)
whether the decline appears to be
43
related to general market or industry conditions or is issuer
specific; (3) our current judgment as to the financial condition and future prospects of the
entity that issued the investment security; and (4) our intent to sell the security or the
likelihood that we will be required to sell the security before its anticipated recovery.
The following table summarizes the fair value to book value ratio for all securities in an
unrealized loss position at December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
fair value to |
|
|
Percent |
|
|
|
Book |
|
|
fair |
|
|
unrealized |
|
|
book value |
|
|
of total |
|
Fair value to book value ratio |
|
value |
|
|
value |
|
|
loss |
|
|
ratio |
|
|
book value |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90% to 99% |
|
$ |
26,912,700 |
|
|
$ |
25,974,320 |
|
|
$ |
938,380 |
|
|
|
96.5 |
% |
|
|
88.1 |
% |
80% to 89% |
|
|
2,288,457 |
|
|
|
1,975,020 |
|
|
|
313,437 |
|
|
|
86.3 |
|
|
|
7.5 |
|
70% to 79% |
|
|
1,093,641 |
|
|
|
819,751 |
|
|
|
273,890 |
|
|
|
75.0 |
|
|
|
3.6 |
|
60% to 69% |
|
|
245,730 |
|
|
|
161,595 |
|
|
|
84,135 |
|
|
|
65.8 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
30,540,528 |
|
|
|
28,930,686 |
|
|
|
1,609,842 |
|
|
|
94.7 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90% to 99% |
|
|
1,301,601 |
|
|
|
1,276,414 |
|
|
|
25,187 |
|
|
|
98.1 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equities |
|
|
1,301,601 |
|
|
|
1,276,414 |
|
|
|
25,187 |
|
|
|
98.1 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
31,842,129 |
|
|
$ |
30,207,100 |
|
|
$ |
1,635,029 |
|
|
|
94.9 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
fair value to |
|
|
Percent |
|
|
|
Book |
|
|
fair |
|
|
unrealized |
|
|
book value |
|
|
of total |
|
Fair value to book value ratio |
|
value |
|
|
value |
|
|
loss |
|
|
ratio |
|
|
book value |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90% to 99% |
|
$ |
22,410,310 |
|
|
$ |
21,412,638 |
|
|
$ |
997,672 |
|
|
|
95.5 |
% |
|
|
40.5 |
% |
80% to 89% |
|
|
16,775,908 |
|
|
|
14,348,190 |
|
|
|
2,427,718 |
|
|
|
85.5 |
|
|
|
30.3 |
|
70% to 79% |
|
|
11,703,885 |
|
|
|
8,920,951 |
|
|
|
2,782,934 |
|
|
|
76.2 |
|
|
|
21.1 |
|
60% to 69% |
|
|
4,294,231 |
|
|
|
2,822,767 |
|
|
|
1,471,464 |
|
|
|
65.7 |
|
|
|
7.7 |
|
50% to 59% |
|
|
204,298 |
|
|
|
114,774 |
|
|
|
89,524 |
|
|
|
56.2 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
55,388,632 |
|
|
|
47,619,320 |
|
|
|
7,769,312 |
|
|
|
86.0 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90% to 99% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80% to 89% |
|
|
232,550 |
|
|
|
191,400 |
|
|
|
41,150 |
|
|
|
82.3 |
|
|
|
4.3 |
|
70% to 79% |
|
|
4,787,788 |
|
|
|
3,570,322 |
|
|
|
1,217,466 |
|
|
|
74.6 |
|
|
|
88.6 |
|
60% to 69% |
|
|
383,915 |
|
|
|
263,905 |
|
|
|
120,010 |
|
|
|
68.7 |
|
|
|
7.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equities |
|
|
5,404,253 |
|
|
|
4,025,627 |
|
|
|
1,378,626 |
|
|
|
74.5 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
60,792,885 |
|
|
$ |
51,644,947 |
|
|
$ |
9,147,938 |
|
|
|
85.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We continually monitor the credit quality of our fixed maturity investments to gauge our ability
to be repaid principal and interest. We consider price declines of securities in our
other-than-temporary impairment analysis where such price declines provide evidence of declining
credit quality, and we distinguish between price changes caused by credit deterioration, as
opposed to rising interest rates. In our evaluation of credit quality, we consider, among other
things, credit ratings from major rating agencies, including Moodys Industry Services
(Moodys) and Standard & Poors (S&P). The following table shows the composition of fixed
maturity securities in an unrealized loss position at December 31, 2009 and 2008 by the National
Association of Insurance Commissioners (NAIC) rating and the generally equivalent S&P and
Moodys ratings. Not all of these securities are rated by S&P and/or Moodys.
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
Equivalent |
|
Equivalent |
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
fair value to |
|
|
Percent |
|
NAIC |
|
S&P |
|
Moodys |
|
Book |
|
|
fair |
|
|
unrealized |
|
|
book value |
|
|
of total |
|
rating |
|
rating |
|
rating |
|
value |
|
|
value |
|
|
loss |
|
|
ratio |
|
|
book value |
|
|
1FE |
|
AAA/AA/A |
|
Aaa/Aa/A |
|
$ |
23,998,345 |
|
|
$ |
23,051,591 |
|
|
$ |
946,754 |
|
|
|
96.1 |
% |
|
|
78.6 |
% |
2FE |
|
BBB |
|
Baa |
|
|
6,542,183 |
|
|
|
5,879,095 |
|
|
|
663,088 |
|
|
|
89.9 |
|
|
|
21.4 |
|
3FE |
|
BB |
|
Ba |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4FE |
|
B |
|
B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5FE |
|
CCC or lower |
|
Caa or lower |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6FE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
30,540,528 |
|
|
$ |
28,930,686 |
|
|
$ |
1,609,842 |
|
|
|
94.7 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
Equivalent |
|
Equivalent |
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
fair value to |
|
|
Percent |
|
NAIC |
|
S&P |
|
Moodys |
|
Book |
|
|
fair |
|
|
unrealized |
|
|
book value |
|
|
of total |
|
rating |
|
rating |
|
rating |
|
value |
|
|
value |
|
|
loss |
|
|
ratio |
|
|
book value |
|
|
1FE |
|
AAA/AA/A |
|
Aaa/Aa/A |
|
$ |
39,482,827 |
|
|
$ |
34,523,147 |
|
|
$ |
4,959,680 |
|
|
|
87.4 |
% |
|
|
71.3 |
% |
2FE |
|
BBB |
|
Baa |
|
|
15,488,507 |
|
|
|
12,720,581 |
|
|
|
2,767,926 |
|
|
|
82.1 |
|
|
|
28.0 |
|
3FE |
|
BB |
|
Ba |
|
|
417,298 |
|
|
|
375,592 |
|
|
|
41,706 |
|
|
|
90.0 |
|
|
|
0.7 |
|
4FE |
|
B |
|
B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5FE |
|
CCC or lower |
|
Caa or lower |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6FE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
55,388,632 |
|
|
$ |
47,619,320 |
|
|
$ |
7,769,312 |
|
|
|
86.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the estimated fair value and gross unrealized losses (pre-tax)
for all securities in an unrealized loss position at December 31, 2009 and December 31, 2008,
distinguishing between those securities which have been continuously in an unrealized loss
position for less than twelve months and twelve months or greater.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|
|
Estimated |
|
|
Gross |
|
|
Estimated |
|
|
Gross |
|
|
Estimated |
|
|
Gross |
|
|
|
fair |
|
|
unrealized |
|
|
fair |
|
|
unrealized |
|
|
fair |
|
|
unrealized |
|
At December 31, 2009 |
|
value |
|
|
loss |
|
|
value |
|
|
loss |
|
|
value |
|
|
loss |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. states, municipals
and political subdivisions |
|
$ |
10,236,585 |
|
|
$ |
160,640 |
|
|
$ |
18,694,101 |
|
|
$ |
1,449,202 |
|
|
$ |
28,930,686 |
|
|
$ |
1,609,842 |
|
Corporate and other taxable debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
10,236,585 |
|
|
|
160,640 |
|
|
|
18,694,101 |
|
|
|
1,449,202 |
|
|
|
28,930,686 |
|
|
|
1,609,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banks, trusts and insurance companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial and miscellaneous |
|
|
295,944 |
|
|
|
11,960 |
|
|
|
|
|
|
|
|
|
|
|
295,944 |
|
|
|
11,960 |
|
Closed-end mutual funds |
|
|
980,470 |
|
|
|
13,227 |
|
|
|
|
|
|
|
|
|
|
|
980,470 |
|
|
|
13,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equities |
|
|
1,276,414 |
|
|
|
25,187 |
|
|
|
|
|
|
|
|
|
|
|
1,276,414 |
|
|
|
25,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,512,999 |
|
|
$ |
185,827 |
|
|
$ |
18,694,101 |
|
|
$ |
1,449,202 |
|
|
$ |
30,207,100 |
|
|
$ |
1,635,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|
|
Estimated |
|
|
Gross |
|
|
Estimated |
|
|
Gross |
|
|
Estimated |
|
|
Gross |
|
|
|
fair |
|
|
unrealized |
|
|
fair |
|
|
unrealized |
|
|
fair |
|
|
unrealized |
|
At December 31, 2008 |
|
value |
|
|
loss |
|
|
value |
|
|
loss |
|
|
value |
|
|
loss |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. states, municipals
and political subdivisions |
|
$ |
25,655,047 |
|
|
$ |
2,532,779 |
|
|
$ |
20,575,630 |
|
|
$ |
5,074,816 |
|
|
$ |
46,230,677 |
|
|
$ |
7,607,595 |
|
Corporate and other taxable debt securities |
|
|
1,294,380 |
|
|
|
155,980 |
|
|
|
94,263 |
|
|
|
5,737 |
|
|
|
1,388,643 |
|
|
|
161,717 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
26,949,427 |
|
|
|
2,688,759 |
|
|
|
20,669,893 |
|
|
|
5,080,553 |
|
|
|
47,619,320 |
|
|
|
7,769,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banks, trusts and insurance companies |
|
|
647,299 |
|
|
|
205,919 |
|
|
|
|
|
|
|
|
|
|
|
647,299 |
|
|
|
205,919 |
|
Industrial and miscellaneous |
|
|
81,662 |
|
|
|
26,440 |
|
|
|
|
|
|
|
|
|
|
|
81,662 |
|
|
|
26,440 |
|
Closed-end mutual funds |
|
|
970,705 |
|
|
|
279,813 |
|
|
|
2,325,961 |
|
|
|
866,454 |
|
|
|
3,296,666 |
|
|
|
1,146,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equities |
|
|
1,699,666 |
|
|
|
512,172 |
|
|
|
2,325,961 |
|
|
|
866,454 |
|
|
|
4,025,627 |
|
|
|
1,378,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
28,649,093 |
|
|
$ |
3,200,931 |
|
|
$ |
22,995,854 |
|
|
$ |
5,947,007 |
|
|
$ |
51,644,947 |
|
|
$ |
9,147,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009, we had approximately 56 fixed maturity securities and zero equity
securities that have been in an unrealized loss position for 12 months or longer. All 56 of the
fixed maturity securities are investment grade (rated BBB and Baa or higher by S&P and Moodys,
respectively). All 56 of the fixed maturity securities are current on interest and principal
and we believe that it is reasonably likely that all contract terms of each security will be
satisfied. We currently do not have the intent to sell these fixed maturity securities and we
currently do not believe it is more likely than not that we will be required to sell these fixed
maturity securities before their anticipated recovery. The decrease in unrealized loss
position for investments as of December 31, 2009 when compared to December 31, 2008 was
primarily due to our fixed maturity portfolio as a result of the changes in the interest rate
environment and/or current capital market conditions.
Other-than-temporary impairments on investments during 2009 and 2008 were $3,168,291 and
$3,702,945, respectively. The impairment charges recorded during 2009 were primarily due to the
following: (1) $1,316,177 in impairment charges for four closed-end mutual funds whose fair
values were adversely affected by the current market conditions; (2) $797,619 in impairment
charges for equity securities of seven financial institutions whose fair values were adversely
affected primarily by the credit markets; (3) $572,020 in impairment charges for a corporate
fixed maturity security of a lending institution (SLM Corp. or Sallie Mae) whose fair value was
adversely affected by uncertainty in its investment ratings by certain bond rating agencies; (4)
$208,004 in impairment charges for two fixed maturity securities that were downgraded below
investment grade; (5) $150,713 in impairment charges for ten fixed maturity securities that we
intend to sell before their anticipated recovery in order to utilize capital loss carrybacks for
tax purposes; and (6) $62,157 in impairment charges for an equity security of an insurance
company whose fair value was adversely affected by the current market conditions.
At December 31, 2009, investments having an amortized cost of $5,026,215 were on deposit with
various state insurance departments to meet their respective regulatory requirements.
(3) |
|
DEFERRED POLICY ACQUISITION COSTS |
Changes in deferred policy acquisition costs for each of the years ended December 31 is
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Net deferred, January 1 |
|
$ |
4,535,805 |
|
|
$ |
5,899,450 |
|
Additions: |
|
|
|
|
|
|
|
|
Commissions, net of ceded commissions |
|
|
8,031,741 |
|
|
|
7,664,752 |
|
Premium tax |
|
|
922,222 |
|
|
|
886,945 |
|
|
|
|
|
|
|
|
Total additions |
|
|
8,953,963 |
|
|
|
8,551,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization to expense |
|
|
9,765,807 |
|
|
|
9,915,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred, December 31 |
|
$ |
3,723,961 |
|
|
$ |
4,535,805 |
|
|
|
|
|
|
|
|
As previously reported, on February 14, 2005, the Company received notification from the SEC
that it was conducting an informal, non-public inquiry regarding the Company. On March 29, 2005,
the Company was notified by the SEC that the informal, non-public inquiry had been converted
into a formal private investigation. On October 23, 2007, the Company and certain of its
current officers (Chief Executive Officer, Chief Financial Officer and Vice President of
Specialty Products) each received a Wells Notice (the Notice) from the staff of the SEC
indicating that the staff was considering recommending that the Commission bring a civil action
against each of them for possible violations of the federal securities laws. The Notice
provided the Company and each officer the
46
opportunity to present their positions to the staff
before the staff recommends whether any action should be taken by the Commission.
On November 16, 2009, the Commission filed settled enforcement actions against the Company and
the Chief Executive Officer that resolve the SEC investigation with respect to them. The
settlement relates to one accounting matter in 2003 and first quarter of 2004: reserving for the
Companys since-discontinued bond program. Under the terms of its settlement with the
SEC, the Company consented, without admitting or denying the allegations in the complaint filed
by the Commission, to the entry of a final judgment permanently enjoining the Company from
violating Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of
1934, as amended (the Exchange Act), and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. No
fines, civil penalties or other sanctions were assessed against the Company. Under the terms
of his settlement, the Chief Executive Officer consented, without admitting or denying the
allegations in the complaint filed by the Commission, to the entry of a final judgment
permanently enjoining him from violating Sections 10(b) and 13(b)(5) of the Exchange Act and
Rules 10b-5, 13b2-1 and 13b2-2 thereunder and from aiding and abetting any violation of Sections
10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1 and
13a-13 thereunder. He also agreed to pay a $60,000 civil penalty. On November 25, 2009, the
settlements were approved by the United States District Court for the District of Columbia, and
became final upon entry by the Court of the final judgment against the Company and the Chief
Executive Officer.
On February 3, 2010, the Company was informed that the staff of the SEC had completed its
investigation as to the Chief Financial Officer and Vice President of Specialty Products and
does not intend to recommend to the Commission any enforcement action against either officer.
Pursuant to separate undertaking agreements dated November 12, 2007 between the Company and each
officer who received the Notice, the Company agreed to advance reasonable legal fees and
expenses incurred by each officer in connection with the SEC investigation. The undertaking
agreements required each officer to repay the amounts advanced if it was ultimately determined,
in accordance with Article Five of the Companys Amended and Restated Code of Regulations (the
Regulations), that the officer did not act in good faith or in a manner he reasonably believed
to be in or not opposed to the best interests of the Company with respect to the matters covered
by the SEC investigation. The Companys board of directors has determined none of these
officers is required to repay any amounts advanced to him pursuant to his undertaking agreement
for legal fees and expenses incurred in connection with the SEC investigation. The undertaking
agreements are accounted for as guarantee liabilities. As of December 31, 2008, the guarantee
liability was $0.4 million. Based on the events described above, the Company reduced its
guarantee liability to zero as of December 31, 2009.
Bancinsurance Corporation has a $10,000,000 unsecured revolving bank line of credit with a
maturity date of June 30, 2010, having a $3,000,000 and $2,500,000 outstanding balance at
December 31, 2009 and December 31, 2008, respectively. On February 3, 2010, the Company paid the
$3,000,000 million outstanding balance under the bank line of credit using excess cash flows
from operating and investing activities. The terms of the revolving credit agreement contain
various restrictive covenants. As of December 31, 2009, Bancinsurance Corporation was in
compliance with all such covenants. The bank line of credit provides for interest payable
quarterly at an annual rate equal to the prime rate less 75 basis points (2.50% at December 31,
2009 and 2008). Interest expense related to the bank line of credit for the years ended
December 31, 2009 and 2008 was $30,519 and $75,676, respectively. The bank that provides the
line of credit is also a policyholder of the Company.
As of December 31, 2009, we leased approximately 13,300 square feet in Columbus, Ohio for our
headquarters pursuant to a lease that commenced on January 1, 2009 and expires on December 31,
2015. Rent expense is recognized evenly over the lease term ending December 31, 2015. Rental
expenses, which primarily includes expenses for our office lease, were $255,259 and $191,749 for
the years ended December 31, 2009 and 2008, respectively.
The future minimum lease payments required under operating leases for the next five fiscal years
are as follows:
|
|
|
|
|
2010 |
|
$ |
251,218 |
|
2011 |
|
|
259,168 |
|
2012 |
|
|
267,168 |
|
2013 |
|
|
272,917 |
|
2014 |
|
|
278,050 |
|
Thereafter |
|
|
286,000 |
|
|
|
|
|
Total |
|
$ |
1,614,521 |
|
|
|
|
|
47
(7) |
|
TRUST PREFERRED DEBT ISSUED TO AFFILIATES |
In December 2002, we organized BIC Statutory Trust I (BIC Trust I), a Connecticut special
purpose business trust, which issued $8,000,000 of floating rate trust preferred capital
securities in an exempt private placement transaction. BIC Trust I also issued $248,000 of
floating rate common securities to Bancinsurance. In September 2003, we organized BIC Statutory
Trust II (BIC Trust II), a Delaware special purpose business trust, which issued $7,000,000 of
floating rate trust preferred capital securities in an exempt private placement transaction.
BIC Trust II also issued $217,000 of floating rate common securities to Bancinsurance. BIC
Trust I and BIC Trust II were formed for the sole purpose of issuing and selling the floating
rate trust preferred capital securities and investing the proceeds from such securities in
junior subordinated debentures of the Company. In connection with the issuance of the trust
preferred capital securities, the Company issued junior subordinated debentures of $8,248,000
and $7,217,000 to BIC Trust I and BIC Trust II, respectively. The floating rate trust preferred
capital securities and the junior subordinated debentures have substantially the same terms and
conditions. The Company has fully and unconditionally guaranteed the obligations of BIC Trust I
and BIC Trust II with respect to the floating rate trust preferred capital securities. BIC
Trust I and BIC Trust II distribute the interest received from the Company on the junior
subordinated debentures to the holders of their floating rate trust preferred capital securities
to fulfill their dividend obligations with respect to such trust preferred securities. BIC Trust
Is floating rate trust preferred capital securities, and the junior subordinated debentures
issued in connection therewith, pay dividends and interest, as applicable, on a quarterly basis
at a rate equal to three month LIBOR plus four hundred basis points (4.26% and 6.21% at December
31, 2009 and 2008, respectively), are redeemable at par and mature on December 4, 2032. BIC
Trust IIs floating rate trust preferred capital securities, and the junior subordinated
debentures issued in connection therewith, pay dividends and interest, as applicable, on a
quarterly basis at a rate equal to three month LIBOR plus four hundred and five basis points
(4.30% and 5.51% at December 31, 2009 and 2008, respectively), are redeemable at par and mature
on September 30, 2033. Interest on the junior subordinated debentures is charged to income as
it accrues. Interest expense related to the junior subordinated debentures for the years ended
December 31, 2009 and 2008 was $783,843 and $1,156,567, respectively. The terms of the junior
subordinated debentures contain various covenants. As of December 31, 2009, the Company was in
compliance with all such covenants.
GAAP requires the consolidation of certain entities considered to be variable interest entities
(VIEs). An entity is considered to be a VIE when it has equity investors who lack the
characteristics of having a controlling financial interest or its capital is insufficient to
permit it to finance its activities without additional subordinated financial support.
Consolidation of a VIE by an investor is required when it is determined that the investor will
absorb a majority of the VIEs expected losses if they occur, receive a majority of the VIEs
expected residual returns if they occur, or both. BIC Trust I and BIC Trust II are not
considered to be VIEs and are not included in the Companys condensed consolidated financial
statements. If they were included in the condensed consolidated financial statements, there
would be no change to net income, only changes in the presentation of the financial statements.
Deferred income taxes at December 31 reflect the impact of temporary differences between
amounts of assets and liabilities for financial reporting purposes and such amounts as measured
on an income tax basis. Temporary differences which give rise to the net deferred tax asset at
December 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net unrealized losses on available for sale securities |
|
$ |
|
|
|
$ |
2,754,333 |
|
Unpaid loss and LAE reserves |
|
|
303,310 |
|
|
|
390,216 |
|
Unearned premium reserves |
|
|
1,459,824 |
|
|
|
1,535,847 |
|
Alternative minimum tax |
|
|
1,127,494 |
|
|
|
1,127,494 |
|
Other-than-temporary impairment on investments |
|
|
1,379,515 |
|
|
|
1,175,331 |
|
Guarantee liabilities |
|
|
|
|
|
|
125,800 |
|
Other |
|
|
721,126 |
|
|
|
458,319 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
4,991,269 |
|
|
|
7,567,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Net unrealized gains on available for sale securities |
|
|
(692,735 |
) |
|
|
|
|
Deferred policy acquisition costs |
|
|
(1,266,146 |
) |
|
|
(1,542,174 |
) |
Accrued dividends receivable |
|
|
(25,471 |
) |
|
|
(15,891 |
) |
Other |
|
|
(684,032 |
) |
|
|
(425,885 |
) |
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
(2,668,384 |
) |
|
|
(1,983,950 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
2,322,885 |
|
|
$ |
5,583,390 |
|
|
|
|
|
|
|
|
Net deferred tax assets and liabilities and federal income tax expense in future years can
be materially affected by changes in enacted tax rates or by unexpected adverse events.
48
The provision for federal income taxes for each of the periods ended December 31 consisted of
the following:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Current expense |
|
$ |
1,478,879 |
|
|
$ |
407,272 |
|
Deferred benefit |
|
|
(186,563 |
) |
|
|
(1,250,475 |
) |
|
|
|
|
|
|
|
Federal income tax expense (benefit) |
|
$ |
1,292,316 |
|
|
$ |
(843,203 |
) |
|
|
|
|
|
|
|
The difference between federal income taxes provided at our effective tax rate and the 34%
federal statutory rate for each of the periods ended December 31 was as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Federal income tax at statutory rate |
|
$ |
2,162,756 |
|
|
$ |
175,936 |
|
Dividends received deduction and tax exempt interest |
|
|
(988,517 |
) |
|
|
(940,728 |
) |
Business meals and entertainment |
|
|
28,916 |
|
|
|
19,243 |
|
Other |
|
|
89,161 |
|
|
|
(97,654 |
) |
|
|
|
|
|
|
|
Federal income tax expense (benefit) |
|
$ |
1,292,316 |
|
|
$ |
(843,203 |
) |
|
|
|
|
|
|
|
GAAP prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. As a result, we must adjust our financial statements to reflect only those tax
positions that are more-likely-than-not to be sustained.
Based on our evaluation, we have concluded that there are no significant uncertain tax positions
requiring recognition in our consolidated financial statements. Our evaluation was performed for
the tax years ended December 31, 2006, 2007, 2008 and 2009, the tax years which remain subject
to examination by major tax jurisdictions as of December 31, 2009. In addition, we do not
believe the Company would be subject to any interest or penalties relative to any open tax years
and, therefore, have not accrued any such amounts. If we were to incur any interest and/or
penalties in connection with income tax deficiencies, we would classify interest in the
interest expense category and classify penalties in the other operating expenses category
within our consolidated statements of income.
The Ohio Indemnity Company Employee 401(k) and Profit Sharing Plan (the 401(k) Plan) is
available to full-time employees who meet the 401(k) Plans eligibility requirements. Under the
401(k) Plan, we match 100% of the qualified employees contribution up to 3% of salary and 50%
of the qualified employees contribution between 3% and 5% of salary. The total cost of the
matching contribution was $106,041 and $100,241 for the years ended December 31, 2009 and 2008,
respectively.
(10) |
|
EQUITY-BASED COMPENSATION |
We maintain two equity compensation plans for the benefit of certain of our officers, directors,
employees, consultants and advisors. GAAP requires all equity-based payments to employees and
directors, including grants of stock options and restricted stock, to be recognized in net
income based on the grant date fair value of the award. We are required to record equity-based
compensation expense for all awards granted after January 1, 2006 and the nonvested portion of
previously granted awards outstanding as January 1, 2006.
We have stock options and restricted stock outstanding at December 31, 2009 under two equity
compensation plans (collectively, the Plans), each of which has been approved by our
shareholders. We will issue authorized but unissued shares or treasury shares to satisfy any
future restricted stock awards or the exercise of stock options.
The Bancinsurance Corporation 1994 Stock Option Plan (the 1994 Stock Option Plan) provided for
the grants of options covering up to an aggregate of 500,000 common shares, with a 100,000
common share maximum for any one participant. Key employees, officers and directors of, and
consultants and advisors to, the Company were eligible to participate in the 1994 Stock Option
Plan. The 1994 Stock Option Plan is administered by the Compensation Committee, which
determined to whom and when options were granted along with the terms and conditions of the
options. Under the 1994 Stock Option Plan, options for 96,000 common shares were outstanding at
December 31, 2009, expire at various dates from 2010 to 2013 and range in option price per share
from $4.063 to $6.00. Of the options for 96,000 common shares outstanding, 14,000 have been
granted to our non-employee directors and 82,000 have been granted to employees. All of the
options outstanding were granted to employees and directors for compensatory purposes. No new
options can be granted under the 1994 Stock Option Plan and the plan remains in effect only with
respect to the outstanding options.
The Bancinsurance Corporation 2002 Stock Incentive Plan, as amended (the 2002 Plan), provides
for certain equity-based awards, including grants of stock options and restricted stock,
covering up to an aggregate of 950,000 common shares. Key employees,
49
officers and directors of,
and consultants and advisors to, the Company are eligible to participate in the 2002 Plan. The
2002 Plan is
administered by the Compensation Committee, which determines to whom and when awards will be
granted as well as the terms and conditions of the awards. Under the 2002 Plan, stock options
for 595,000 common shares were outstanding at December 31, 2009, expire at various dates from
2012 to 2019 and range in option price per share from $3.40 to $8.00. Under the 2002 Plan,
203,281 unvested restricted common shares were also outstanding at December 31, 2009. Of the
total equity-based awards for 798,281 common shares outstanding under the 2002 Plan, 46,000 have
been granted to our non-employee directors and 752,281 have been granted to employees. All of
the equity-based awards outstanding were granted to employees and directors for compensatory
purposes. As of December 31, 2009, there were 85,693 common shares available for future grant
under the 2002 Plan.
The outstanding restricted stock awards are time-based restricted common shares. Compensation
expense for restricted stock awards is measured using the grant date fair value (i.e., the
closing price of our common shares on the date of grant) and recognized over the respective
service period, which matches the vesting period. The outstanding restricted stock awards vest
in equal annual installments on the first, second and third anniversaries of the date of grant
subject to the employees continued employment with the Company on the applicable anniversary
date. For the year ended December 31, 2009, the Company granted 127,954 restricted common shares, having an average grant date fair value of $3.40 per share. There were 47,116
restricted common shares that vested during the year ended December 31, 2009.
The following table summarizes restricted stock award activity under our 2002 Plan from January
1, 2009 through December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average |
|
|
|
|
|
|
|
grant date fair value |
|
|
|
Shares |
|
|
per common share |
|
|
|
|
|
|
|
|
|
|
Outstanding at January 1, 2009 |
|
|
122,443 |
|
|
$ |
5.26 |
|
Granted |
|
|
127,954 |
|
|
|
3.40 |
|
Vested |
|
|
47,116 |
|
|
|
5.41 |
|
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009 |
|
|
203,281 |
|
|
|
4.05 |
|
|
|
|
|
|
|
|
|
All stock options: (1) have been granted with an exercise price equal to the closing price
of our common shares on the date of grant; (2) have a 10-year contractual term; (3) with respect
to officers and employees, vest and become exercisable at the rate of 20% per year over a
five-year period (subject to the applicable officers or employees continued employment with
the Company); and (4) with respect to non-employee directors, vest and become exercisable on the
first anniversary of the date of grant (subject to the applicable directors continued service
on the board of directors of the Company). Compensation expense for stock options is measured
on the date of grant at fair value and is recognized over the respective service period, which
matches the vesting period.
The fair value of options granted by the Company is estimated on the date of grant using the
Black-Scholes option pricing model (Black-Scholes model). The Black-Scholes model utilizes
ranges of assumptions such as risk-free rate, expected life, expected volatility and dividend
yield. The risk-free rate is based on the United States Treasury strip curve at the time of the
grant with a term approximating that of the expected option life. We analyze historical data
regarding option exercise behaviors, expirations and cancellations to calculate the expected
life of the options granted, which represents the length of time in years that the options
granted are expected to be outstanding. Expected volatilities are based on historical
volatility over a period of time using the expected term of the option grant and using weekly
stock prices of the Company; however, for options granted after February 4, 2005, we exclude
from our historical volatility the period from February 4, 2005 through January 25, 2006 (the
period in which shareholders could not obtain current financial information for the Company and
could not rely on the Companys 2003, 2002, and 2001 financial statements) as we believe that
our stock price during that period is not relevant in evaluating the expected volatility of the
common shares in the future. A 0% dividend yield is used in the Black-Scholes model based on
the then current historical dividends. For the year ended December 31, 2009, the Company
granted 12,000 stock options to non-employee directors which were valued at $2.26 per share. The
following table provides the range of assumptions used for options valued during each of the
years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
3.49 |
% |
|
|
3.27 |
% |
Expected life |
|
7 years |
|
|
7 years |
|
Expected volatility |
|
|
66.2 |
% |
|
|
53.2 |
% |
Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
50
The following table summarizes all stock option activity under the Plans from January 1,
2009 through December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average |
|
|
|
|
|
|
|
|
|
|
|
|
|
exercise price |
|
|
Weighted-average |
|
|
Aggregate |
|
|
|
Shares |
|
|
per common share |
|
|
contractual life (years) |
|
|
intrinsic value |
|
Outstanding at January 1, 2009 |
|
|
728,500 |
|
|
$ |
5.67 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
12,000 |
|
|
|
3.40 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired |
|
|
49,500 |
|
|
|
5.37 |
|
|
|
|
|
|
|
|
|
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009 |
|
|
691,000 |
|
|
|
5.65 |
|
|
|
4.68 |
|
|
$ |
368,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and exercisable at December 31, 2009 |
|
|
591,000 |
|
|
|
5.65 |
|
|
|
4.32 |
|
|
$ |
338,360 |
|
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the
closing price of our common shares on the OTC Bulletin Board on December 31, 2009 ($5.94), which
would have been received by the option holders had all option holders exercised their options
and sold the underlying common shares as of that date (only includes options that were
in-the-money at December 31, 2009 (i.e., the closing price of our common shares exceeded the
exercise price of such options)). There were no stock options exercised during the year ended
December 31, 2009.
The following table summarizes nonvested stock option activity under the Plans from January 1,
2009 through December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average |
|
|
|
|
|
|
|
grant date fair value |
|
|
|
Shares |
|
|
per common share |
|
Nonvested at January 1, 2009 |
|
|
169,800 |
|
|
$ |
2.50 |
|
Granted |
|
|
12,000 |
|
|
|
2.26 |
|
Vested |
|
|
81,800 |
|
|
|
2.52 |
|
Expired |
|
|
|
|
|
|
|
|
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2009 |
|
|
100,000 |
|
|
|
2.45 |
|
|
|
|
|
|
|
|
|
The compensation expense recognized for all equity-based awards is net of forfeitures and
is recognized over the awards respective service periods. We recorded equity-based
compensation expense for the years ended December 31, 2009 and 2008 of $516,022 and $395,054
($340,574 and $260,736 net of tax), respectively. The equity-based compensation expense is
classified within other operating expenses in the accompanying statements of income to
correspond with the same line item as cash compensation paid to employees.
As of December 31, 2009, the total pre-tax equity-based compensation expense related to
nonvested stock options and nonvested restricted common shares not yet recognized was $803,631.
The weighted-average period over which this expense is expected to be recognized is
approximately 1.9 years.
The following table summarizes weighted-average information by range of exercise prices for
stock options outstanding and stock options exercisable at December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
Number |
|
|
Weighted-average |
|
|
Weighted-average |
|
|
Number |
|
|
Weighted-average |
|
|
|
outstanding |
|
|
remaining |
|
|
exercise |
|
|
exercisable |
|
|
exercise |
|
Range of Exercise Prices |
|
at 12/31/09 |
|
|
contractual life (years) |
|
|
price |
|
|
at 12/31/09 |
|
|
price |
|
3.40 |
|
|
12,000 |
|
|
|
9.57 |
|
|
$ |
3.40 |
|
|
|
|
|
|
$ |
|
|
4.063 4.82 |
|
|
162,000 |
|
|
|
2.68 |
|
|
|
4.50 |
|
|
|
162,000 |
|
|
|
4.50 |
|
5.00 5.30 |
|
|
140,000 |
|
|
|
3.31 |
|
|
|
5.18 |
|
|
|
140,000 |
|
|
|
5.18 |
|
6.00 6.40 |
|
|
248,000 |
|
|
|
6.40 |
|
|
|
6.02 |
|
|
|
160,000 |
|
|
|
6.03 |
|
7.04 8.00 |
|
|
129,000 |
|
|
|
4.93 |
|
|
|
7.11 |
|
|
|
129,000 |
|
|
|
7.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ($3.40 $8.00) |
|
|
691,000 |
|
|
|
4.68 |
|
|
|
5.65 |
|
|
|
591,000 |
|
|
|
5.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
(11) |
|
STATUTORY RESTRICTIONS |
Generally, Ohio Indemnity is restricted by the insurance laws of the State of Ohio as to amounts
that can be transferred to its parent in the form of dividends, loans or advances without the
approval of the Department. Under these restrictions, during 2010, dividends, loans or advances
in excess of $5,300,961 will require the approval of the Department.
Ohio Indemnity is subject to a risk-based capital test applicable to property/casualty insurers.
The risk-based capital test serves as a benchmark of an insurance enterprises solvency by
state insurance regulators by establishing statutory surplus targets which will require certain
company level or regulatory level actions. Ohio Indemnitys total adjusted capital was in
excess of all required action levels at December 31, 2009.
(12) |
|
STATUTORY SURPLUS AND NET INCOME |
Ohio Indemnity is statutorily required to file financial statements with state and other
regulatory authorities. The accounting principles used to prepare such statutory financial
statements follow prescribed or permitted accounting practices as defined in the NAIC
Accounting Practices and Procedures Manual, which principles may differ from GAAP. Permitted
statutory accounting practices encompass all accounting practices not so prescribed, but allowed
by the Department. Ohio Indemnity has no permitted statutory accounting practices.
As of and for the periods ended December 31, Ohio Indemnitys statutory surplus and net income
determined in accordance with statutory accounting practices differed from shareholders equity
and net income determined in accordance with GAAP by the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity/Surplus |
|
|
Net Income |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Statutory |
|
$ |
45,188,206 |
|
|
$ |
45,167,551 |
|
|
$ |
5,300,961 |
|
|
$ |
3,115,387 |
|
Reconciling items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-admitted assets |
|
|
341,297 |
|
|
|
260,153 |
|
|
|
|
|
|
|
|
|
Deferred policy acquisition costs |
|
|
3,723,961 |
|
|
|
4,541,773 |
|
|
|
(817,812 |
) |
|
|
(1,418,563 |
) |
Taxes |
|
|
(609,321 |
) |
|
|
2,689,472 |
|
|
|
211,871 |
|
|
|
850,895 |
|
Unrealized gains (losses) on investments |
|
|
685,833 |
|
|
|
(7,273,854 |
) |
|
|
|
|
|
|
|
|
Statutory unearned premium reserve adjustment |
|
|
1,232,056 |
|
|
|
838,616 |
|
|
|
393,440 |
|
|
|
838,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
$ |
50,562,032 |
|
|
$ |
46,223,711 |
|
|
$ |
5,088,460 |
|
|
$ |
3,386,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|
OTHER COMPREHENSIVE INCOME (LOSS) |
The components of other comprehensive income (loss) and the related federal income tax effects
for the years ended December 31, 2009 and 2008, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2009 |
|
|
|
Pre-tax |
|
|
Income tax |
|
|
Net-of-tax |
|
|
|
amount |
|
|
effect |
|
|
amount |
|
Net unrealized holding gains on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during 2009 |
|
$ |
7,931,344 |
|
|
$ |
2,696,659 |
|
|
$ |
5,234,685 |
|
Add back: reclassification adjustments for losses realized in net income |
|
|
2,207,094 |
|
|
|
750,412 |
|
|
|
1,456,682 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized holding gains |
|
|
10,138,438 |
|
|
|
3,447,071 |
|
|
|
6,691,367 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
$ |
10,138,438 |
|
|
$ |
3,447,071 |
|
|
$ |
6,691,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2008 |
|
|
|
Pre-tax |
|
|
Income tax |
|
|
Net-of-tax |
|
|
|
amount |
|
|
effect |
|
|
amount |
|
Net unrealized holding losses on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during 2008 |
|
$ |
(11,925,741 |
) |
|
$ |
(4,054,752 |
) |
|
$ |
(7,870,989 |
) |
Add back: reclassification adjustments for losses realized in net income |
|
|
3,462,577 |
|
|
|
1,177,276 |
|
|
|
2,285,301 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized holding losses |
|
|
(8,463,164 |
) |
|
|
(2,877,476 |
) |
|
|
(5,585,688 |
) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
$ |
(8,463,164 |
) |
|
$ |
(2,877,476 |
) |
|
$ |
(5,585,688 |
) |
|
|
|
|
|
|
|
|
|
|
52
(14) |
|
RESERVE FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES |
Activity in the reserve for unpaid losses and LAE for the years ended December 31, 2009 and 2008
is summarized as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
Balance at January 1 |
|
$ |
20,320 |
|
|
$ |
17,384 |
|
Less reinsurance recoverable |
|
|
4,837 |
|
|
|
3,842 |
|
|
|
|
|
|
|
|
Net Balance at January 1 |
|
|
15,483 |
|
|
|
13,542 |
|
|
|
|
|
|
|
|
Incurred related to: |
|
|
|
|
|
|
|
|
Current year |
|
|
24,244 |
|
|
|
25,821 |
|
Prior years |
|
|
(4,456 |
) |
|
|
(1,366 |
) |
|
|
|
|
|
|
|
Total incurred |
|
|
19,788 |
|
|
|
24,455 |
|
|
|
|
|
|
|
|
Paid related to: |
|
|
|
|
|
|
|
|
Current year |
|
|
17,301 |
|
|
|
20,123 |
|
Prior years |
|
|
4,548 |
|
|
|
3,835 |
|
|
|
|
|
|
|
|
Total paid |
|
|
21,849 |
|
|
|
23,958 |
|
|
|
|
|
|
|
|
Reserves transferred from funds held for account
of others |
|
|
|
|
|
|
1,444 |
|
|
|
|
|
|
|
|
Net Balance at December 31 |
|
|
13,422 |
|
|
|
15,483 |
|
Plus reinsurance recoverable |
|
|
6,821 |
|
|
|
4,837 |
|
|
|
|
|
|
|
|
Balance at December 31 |
|
$ |
20,243 |
|
|
$ |
20,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for unpaid losses and LAE |
|
$ |
15,793 |
|
|
$ |
13,680 |
|
Discontinued bond program reserve for unpaid losses and LAE |
|
|
4,450 |
|
|
|
6,640 |
|
|
|
|
|
|
|
|
Total reserve for unpaid
losses and LAE |
|
$ |
20,243 |
|
|
$ |
20,320 |
|
|
|
|
|
|
|
|
As a result of changes in estimates of insured events in prior years, the provision for
unpaid loss and LAE decreased by approximately $4.5 million and $1.4 million for the years ended
December 31, 2009 and 2008, respectively. The decrease in 2009 was primarily due to favorable
loss development for our discontinued bond program, lender service, other specialty and WIP
product lines. The majority of our losses are short-tail in nature and adjustments to reserve
amounts occur rather quickly. Conditions that affected redundancies in reserves may not
necessarily occur in the future. Accordingly, it may not be appropriate to extrapolate this
redundancy to future periods.
For more information concerning loss and LAE reserves for the discontinued bond program, see
Discontinued Bond Program in Note 15.
We assume and cede reinsurance with other insurers and reinsurers. Such arrangements serve to
enhance our capacity to write business, provide greater diversification, align the interests of
our business partners with our interests and/or limit our maximum loss arising from certain
risks. Although reinsurance does not discharge the original insurer from its primary liability
to its policyholders, it is the practice of insurers, for accounting purposes, to treat
reinsured risks as risks of the reinsurer. The primary insurer would reassume liability in
those situations where the reinsurer is unable to meet the obligations it assumed under the
reinsurance agreement. The ability to collect reinsurance is subject to the solvency of the
reinsurers and/or collateral provided under the reinsurance agreement.
Several of our lender service insurance producers have formed sister reinsurance companies, each
of which is commonly referred to as a producer-owned reinsurance company (PORC). The primary
reason for an insurance producer to form a PORC is to realize the underwriting profits and
investment income from the insurance premiums generated by that producer. In return for ceding
business to the PORC, we receive a ceding commission, which is based on a percentage of the
premiums ceded. Such arrangements align the interests of our business partners with our
interests while preserving valued customer relationships. All of our lender service ceded
reinsurance transactions are PORC arrangements.
Effective October 1, 2003, we entered into a producer-owned reinsurance arrangement with a CPI
customer whereby 100% of that customers premiums (along with the associated risk) were ceded to
its PORC. For this reinsurance arrangement, we have obtained collateral in the form of a trust
from the reinsurer to secure our obligations. Under the provisions of the reinsurance
agreement, the collateral must be equal to or greater than 102% of the reinsured reserves and we
have immediate access to such collateral if necessary. Effective April 1, 2008, the policy
related to this arrangement was cancelled. Under this arrangement, we ceded premiums earned of
$24,177 and $1,958,377 for the years ended December 31, 2009 and 2008, respectively.
Effective January 1, 2005, we entered into a producer-owned reinsurance arrangement with a GAP
insurance agent whereby 100% of
53
that agents premiums (along with the associated risk) were
ceded to its PORC. For this reinsurance arrangement, we have obtained collateral in the form of
a letter of credit to secure our obligations. Under the provisions of the reinsurance
agreement, the collateral
must be equal to or greater than 102% of the reinsured reserves and we have immediate access to
such collateral if necessary. Under this arrangement, we ceded premiums earned of $4,857,697
and $4,657,167 for the years ended December 31, 2009 and 2008, respectively.
Effective January 1, 2007, we entered into a producer-owned reinsurance arrangement with an EPD
customer whereby 100% of that customers premiums (along with the associated risk) were ceded to
its PORC. For this reinsurance arrangement, we have obtained collateral in the form of funds
held and a letter of credit to secure our obligations. Under the provisions of the reinsurance
agreement, the collateral must be equal to or greater than 102% of the reinsured reserves and we
have immediate access to such collateral if necessary. Under this arrangement, we ceded
premiums earned of $17,244,926 and $11,785,400 for the years ended December 31, 2009 and 2008,
respectively.
Under our WIP product line, we assume, write on a direct basis, and cede certain waste, contract
and escrow surety bond business under various reinsurance arrangements as described in Note 1.
Under this program, we assumed premiums earned of $4,695,769 and $5,292,338 for the years ended
December 31, 2009 and 2008, respectively, and ceded premiums earned of $2,594,267 and $2,438,384
for the years ended December 31, 2009 and 2008, respectively.
In addition to the reinsurance arrangements discussed above, we have other reinsurance
arrangements, including two lender service PORC quota share reinsurance arrangements, one UC
facultative reinsurance arrangement, and three reinsurance arrangements for our vehicle service
contract programs. For more information concerning one of our vehicle service contract
programs, see Automobile Service Contract Program below. Under these arrangements, we ceded
premiums earned of $554,078 and $618,788 for the years ended December 31, 2009 and 2008,
respectively.
From 2001 until the end of the second quarter of 2004, we also participated in a bail and
immigration bond reinsurance program. This program was discontinued in the second quarter of
2004. For more information concerning this program, see Discontinued Bond Program below.
A reconciliation of direct to net premiums, on both a written and earned basis, for each of the
years ended December 31 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
Premiums |
|
|
Premiums |
|
|
Premiums |
|
|
Premiums |
|
|
|
written |
|
|
earned |
|
|
written |
|
|
earned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
$ |
68,032,253 |
|
|
$ |
64,662,823 |
|
|
$ |
65,958,352 |
|
|
$ |
64,328,556 |
|
Assumed |
|
|
5,018,514 |
|
|
|
4,695,769 |
|
|
|
5,041,884 |
|
|
|
5,292,338 |
|
Ceded |
|
|
(31,608,265 |
) |
|
|
(25,275,146 |
) |
|
|
(30,557,301 |
) |
|
|
(21,458,118 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41,442,502 |
|
|
$ |
44,083,446 |
|
|
$ |
40,442,935 |
|
|
$ |
48,162,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts of recoveries pertaining to reinsurance that were deducted from losses and LAE
incurred for the years ended December 31, 2009 and 2008 were $12,724,228 and $11,113,690,
respectively. For the years ended December 31, 2009 and 2008, ceded reinsurance decreased
commission expense incurred by $3,559,810 and $3,182,210, respectively.
Discontinued Bond Program
Beginning in 2001 and continuing into the second quarter of 2004, we participated as a reinsurer
in a program covering bail and immigration bonds issued by four insurance carriers and produced
by a bail bond agency (collectively, the discontinued bond program or the program). The
liability of the insurance carriers was reinsured to a group of reinsurers, including us. We
assumed 15% of the business from 2001 through 2003 and 5% of the business during the first half
of 2004. This program was discontinued in the second quarter of 2004.
Based on the design of the program, the bail bond agency was to obtain and maintain collateral
and other security and to provide funding for bond losses. The bail bond agency and its
principals were responsible for all losses as part of their program administration. The
insurance carriers and, in turn, the reinsurers were not required to pay losses unless there was
a failure of the bail bond agency. As the bonds were to be 100% collateralized, any losses paid
by the reinsurers were to be recoverable through liquidation of the collateral and collections
from third party indemnitors.
In the second quarter of 2004, we came to believe that the discontinued bond program was not
being operated as it had been represented to us by agents of the insurance carriers who had
solicited our participation in the program, and we began disputing certain issues with respect
to the program, including but not limited to: 1) inaccurate/incomplete disclosures relating to
the program; 2) improper supervision by the
54
insurance carriers of the bail bond agency in
administering the program; 3) improper disclosures by the insurance carriers through the bail
bond agency and the reinsurance intermediaries during the life of the program; and 4) improper
premium and claims administration. Consequently, during the second quarter of 2004, we ceased
paying claims on the program and retained outside legal counsel to review and defend our rights
under the program.
During 2004 and 2005, we entered into arbitrations with the following four insurance carriers
that participated in the discontinued bond program: 1) Aegis Security Insurance Company
(Aegis); 2) Sirius America Insurance Company (Sirius); 3) Harco National Insurance Company
(Harco); and 4) Highlands Insurance Company (Highlands), which had been placed in
receivership in 2003. During 2006, the arbitrations with Aegis, Sirius and Harco concluded.
For Aegis and Sirius, we entered into written settlement agreements with these insurance
carriers resolving all disputes between us and these carriers relating to the discontinued bond
program. These settlement agreements also relieved us from any potential future liabilities with
respect to bonds issued by Aegis and Sirius.
For Harco, in August 2006, the Harco arbitration panel issued its Final Award and Order ordering
each of the reinsurers participating in the arbitration, including us, to pay its proportionate
share of past and future claims paid by Harco, subject to certain adjustments, offsets and
credits (the Final Order). On January 11, 2010, the Company entered into a written settlement
agreement with Harco resolving all matters between the Company and Harco relating to the
discontinued bond program and the Final Order. Pursuant to the settlement agreement, the
Company agreed to pay $1,450,000 to Harco to resolve the entire matter, including any potential
future liabilities with respect to bonds issued by Harco. As of December 31, 2008, the Company
had reserved $1,858,574 for Harco. As a result of the settlement, the Company reduced its
reserve to $1,450,000 at December 31, 2009 which resulted in an increase to pre-tax income of
$408,574 ($269,659 after tax) during 2009.
For Highlands, in October 2009, the Company reached an agreement in principle with Highlands to
resolve all matters between the Company and Highlands relating to the discontinued bond program.
Pursuant to the settlement agreement, the Company agreed to pay $3,000,000 to Highlands to
resolve the entire matter, including any potential future liabilities with respect to bonds
issued by Highlands. Because Highlands is currently in receivership, the settlement agreement
was subject to the approval of the Texas receivership court. On December 22, 2009, the Texas
receivership court approved the settlement agreement, and on December 23, 2009, the Company
entered into the written settlement agreement with Highlands. As of December 31, 2008, the
Company had reserved $4,780,885 for Highlands. As a result of the settlement, the Company
reduced its reserve to $3,000,000 at December 31, 2009 which resulted in an increase to pre-tax
income of $1,780,886 ($1,175,385 after tax) during 2009.
Pursuant to the Harco and Highlands settlement agreements, in January 2010, the Company paid
$1,450,000 to Harco and $3,000,000 to Highlands. These payments did not have a material impact
on the Companys liquidity. As a result of the Harco and Highlands settlements, all of the
Companys liabilities and obligations under the discontinued bond program have been satisfied.
Automobile Service Contract Program
During 2001, the Company began issuing insurance policies which guarantee the performance
obligations of two automobile service contract providers (the Providers). The Providers are
owned by a common parent. The Company has issued insurance policies covering business produced
by the Providers in five states. Our insurance policies guarantee the fulfillment of the
Providers obligations under the service contracts. Under the program, the Providers maintain
the reserves and related assets and are responsible for the claims administration. The Company
is obligated to pay a claim only if a Provider fails to do so. Under two reinsurance
arrangements, the Company cedes 100% of the business produced to two different insurance
carriers. In addition, the Company obtained collateral in the form of a $4.3 million letter of
credit to secure our obligations under the program. On February 15, 2007, one of the Providers
entered into an Assignment for the Benefit of Creditors liquidation proceeding. On March 2,
2007, the Illinois Department of Insurance moved for, and obtained, an Order of Conservation,
which granted the Illinois Department of Insurance the authority to ascertain the condition and
conserve the assets of that Provider. On April 13, 2007, this Provider filed a voluntary
petition under Chapter 11 of the Bankruptcy Code. On June 12, 2007, the Bankruptcy Court ruled
that the Provider was an eligible debtor for purposes of the Bankruptcy Code. This Provider has
not written any service contracts under our insurance policies after the commencement of the
February 2007 liquidation proceeding. The other Provider has not written any service contracts
under our insurance policies since December 31, 2007.
On August 24, 2007, we drew on the $4.3 million letter of credit, of which approximately $2.7
million was attributable to our obligations in connection with the Provider that is in
bankruptcy and approximately $1.6 million was attributable to our obligations in connection with
the Provider that is not in bankruptcy, and we subsequently obtained an additional $0.5 million
from the Provider that is not in bankruptcy to further secure our insurance obligations. On
December 2, 2008, the Bankruptcy Court entered a ruling approving a settlement and release
agreement between us and the Provider that is in bankruptcy. Under the terms of this settlement
and release agreement, we released from the collateral attributable to the Provider that is in
bankruptcy and held by us approximately $1.0 million to that Providers bankruptcy estate during
the fourth quarter of 2008. In exchange for the release of this collateral, the
55
bankruptcy
trustee, on behalf of the Provider that is in bankruptcy, agreed to release us from any claims
by such Provider and any third party, other than those defined contract claims that are
scheduled on the settlement and release agreement (the scheduled claims). We believe the
collateral retained by us attributable to such Provider is sufficient to pay for the
approximately $0.7 million in estimated liability for the scheduled claims as of December 31,
2009. As a result of the settlement and release agreement, the $0.7
million liability associated with the Provider that is in bankruptcy is reported as reserve for
unpaid losses and loss adjustment expenses in our accompanying balance sheet.
As of December 31, 2009, the Provider that is not in bankruptcy has not defaulted on its
obligations under the service contracts. As of December 31, 2009, the total cash held by us as
collateral for such Provider was approximately $2.1 million, which funds are currently reported
as restricted short-term investments in our accompanying balance sheet. As the collateral
held by us is greater than the estimated claim obligations for service contracts issued by this
Provider, the entire $2.1 million is reported as a liability in our accompanying balance sheet
within funds held for account of others.
Because we believe our estimated liability for claims under this program is fully collateralized
and our loss exposure is 100% reinsured, we do not believe the events described above will have
a material adverse impact on us. However, if the Provider that is not in bankruptcy defaults on
its obligations, and if our actual liability for claims under this program exceeds the
collateral held by us and if we are unable to collect on the reinsurance, then this program
could have a material adverse effect on our business, financial condition and/or operating
results.
In 1994, we entered into a Split-Dollar Insurance Agreement with a bank, as trustee, for the
benefit of an officer and his spouse. The trustee has acquired a second-to-die policy on the
lives of the insureds, in the aggregate face amount of $2,700,000. On July 3, 2007, the officer
passed away and he was survived by his spouse. At December 31, 2009 and 2008, we had loaned the
trustee $1,135,905 and $1,060,743, respectively, under this agreement for payment of insurance
premiums, which is included in loans to affiliates in the accompanying balance sheets. Amounts
loaned by the Company to the trustee are to be repaid, in full, without interest, from any of
the following sources: (1) cash surrender value of the underlying insurance policies; (2) death
benefits; and/or (3) the sale of 15,750 common shares of the Company contributed by the officer
to the trust.
In February 2000, we entered into a Split-Dollar Insurance Agreement for the benefit of another
officer in the face amount of $1,000,000. All premiums paid by the Company in accordance with
this agreement are to be repaid, in full, without interest, upon the death, retirement or
termination of the officer. The Company had paid premiums of $30,000 relating to this
agreement; however, the Company is no longer paying premiums under the agreement. At December
31, 2009 and 2008, $30,000 was included in loans to affiliates in the accompanying balance
sheets for payment of insurance premiums in accordance with this agreement.
|
|
Bancinsurance shares its executive offices and facilities with certain of its consolidated
subsidiaries. Certain expenses are allocated among Bancinsurance and those subsidiaries
pursuant to cost sharing agreements. |
|
|
See Note 4 for information concerning the undertaking agreements entered into by and between the
Company and certain executive officers in connection with the SEC investigation. |
The Company has the following concentrations of net premiums earned (concentration is defined as
10% or more of consolidated revenues) with three separate general agents and one lender service
customer within our property/casualty insurance business segment for the years ended December
31:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Product Customer Type |
|
|
|
|
|
|
|
|
General Agent |
|
$ |
6,785,802 |
|
|
$ |
7,146,767 |
|
Lender Service Customer |
|
$ |
6,509,507 |
|
|
$ |
6,515,349 |
|
Managing General Agent |
|
$ |
6,057,662 |
|
|
$ |
6,136,720 |
|
Managing General Agent |
|
$ |
3,627,673 |
|
|
$ |
5,080,020 |
|
56
(18) |
|
FAIR VALUE MEASUREMENTS |
The Companys estimates of fair value for financial assets and financial liabilities are based
on the framework established under GAAP. The framework is based on the inputs used in valuation,
gives the highest priority to quoted prices in active markets and requires that observable
inputs be used in the valuations when available. The disclosure of fair value estimates is based
on whether the significant inputs used in the valuation are observable. In determining the level
of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted
quoted prices in active markets and the lowest priority is given to unobservable inputs that
reflect the Companys significant market assumptions. The three levels of the hierarchy are as
follows:
|
|
|
Level 1 Quoted prices for identical instruments in active markets. |
|
|
|
|
Level 2 Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs and significant value drivers are observable
in active markets. |
|
|
|
|
Level 3 Valuations derived from valuation techniques in which one or more
significant inputs or significant value drivers are unobservable. |
Fair Value Hierarchy
The following table presents the level within the fair value hierarchy at which the Companys
financial assets were measured at fair value on a recurring basis as of December 31, 2009 and
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Available for sale investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
$ |
71,573,049 |
|
|
$ |
194,900 |
|
|
$ |
71,378,149 |
|
|
$ |
- |
|
Equity securities |
|
|
7,251,637 |
|
|
|
7,251,637 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
78,824,686 |
|
|
$ |
7,446,537 |
|
|
$ |
71,378,149 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Available for sale investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
$ |
59,675,070 |
|
|
$ |
518,250 |
|
|
$ |
59,156,820 |
|
|
$ |
|
|
Equity securities |
|
|
6,541,864 |
|
|
|
6,541,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
66,216,934 |
|
|
$ |
7,060,114 |
|
|
$ |
59,156,820 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009 and 2008, the Company had no financial liabilities that were
measured at fair value and no financial assets that were measured at fair value on a
non-recurring basis. The Company also did not have any non-financial assets or non-financial
liabilities that were measured at fair value on a recurring or non-recurring basis.
Valuation of Investments
For investments that have quoted market prices in active markets, the Company uses the quoted
market prices as fair value and includes these prices in the amounts disclosed in Level 1 of the
hierarchy. The Company receives the quoted market prices from an independent, nationally
recognized pricing service (the pricing service). When quoted market prices are unavailable,
the Company relies on the pricing service to determine an estimate of fair value and these
prices are included in the amounts disclosed in Level 2 of the hierarchy.
The Company validates the prices received from the pricing service by examining their
reasonableness. The Companys review process includes comparing the pricing services estimated
fair values to the estimated fair values established by our investment custodian (for both
equity and fixed maturity securities) and our outside fixed income investment manager (for fixed
maturity securities). Our investment custodian utilizes the same pricing service as us, and our
outside fixed income investment manager utilizes another nationally recognized pricing service
for the municipal bond portfolio and utilizes the same pricing service as us for taxable bonds
and closed-end mutual funds. Based on this review, any material differences are investigated
and, if we deem prices provided by our pricing service to be materially unreasonable, we would
use the estimated fair value established by our investment custodian and/or outside fixed income
investment manager, depending on which prices were deemed more reasonable. As of December 31,
2009 and 2008, the Company did not adjust any prices received from its pricing service.
In order to determine the proper disclosure classification for each financial asset, the Company
obtains from its pricing service the pricing procedures and inputs used to price securities in
our portfolio. For our fixed maturity portfolio, the Company also has its outside fixed income
investment manager review its portfolio to ensure the disclosure classification is consistent
with the information obtained from the pricing service.
57
The following section describes the valuation methods used by the Company for each type of
financial instrument it holds that is carried at fair value.
Available for Sale Equity Securities. The fair values of our equity securities were
based on observable market quotations for identical assets and therefore have been disclosed in
Level 1 of the hierarchy. The Level 1 category includes publicly traded equity securities.
Available for Sale Fixed Maturity Securities. The fair values of our redeemable
preferred stocks were based on observable market quotations for identical assets and therefore
have been disclosed in Level 1 of the hierarchy. A number of the Companys investment grade
bonds are frequently traded in active markets and traded market prices for these securities
existed at December 31, 2009 and 2008. However, these securities were classified as Level 2
because the pricing service also utilizes valuation models, which use observable market inputs,
in addition to traded prices. Substantially all of these input assumptions are observable in
the marketplace or can be derived from or supported by observable market data. The Level 2
category generally includes municipal and corporate bonds.
Fair Value of Financial Instruments
The carrying amount and estimated fair value of financial instruments subject to disclosure
requirements were as follows at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
|
|
amount |
|
|
fair value |
|
|
amount |
|
|
fair value |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity fixed maturities |
|
$ |
5,181,905 |
|
|
$ |
5,294,900 |
|
|
$ |
5,198,068 |
|
|
$ |
5,330,671 |
|
Available for sale fixed maturities |
|
|
71,573,049 |
|
|
|
71,573,049 |
|
|
|
59,675,070 |
|
|
|
59,675,070 |
|
Available for sale equity securities |
|
|
7,251,637 |
|
|
|
7,251,637 |
|
|
|
6,541,864 |
|
|
|
6,541,864 |
|
Short-term investments |
|
|
342,002 |
|
|
|
342,002 |
|
|
|
5,939,254 |
|
|
|
5,939,254 |
|
Restricted short-term investments |
|
|
3,410,069 |
|
|
|
3,410,069 |
|
|
|
3,886,635 |
|
|
|
3,886,635 |
|
Cash |
|
|
9,551,372 |
|
|
|
9,551,372 |
|
|
|
5,499,847 |
|
|
|
5,499,847 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust preferred debt issued to affiliates |
|
|
15,465,000 |
|
|
|
15,465,000 |
|
|
|
15,465,000 |
|
|
|
15,465,000 |
|
Bank line of credit |
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
|
2,500,000 |
|
|
|
2,500,000 |
|
The following methods and assumptions were used to estimate the fair value of each class of
financial instruments for which it is practicable to estimate fair value:
|
|
|
Cash and short-term investments: The carrying amounts are reasonable estimates of
fair value. |
|
|
|
|
Fixed maturities and equity securities: See Valuation of Investments above, which
also applies to our held to maturity fixed maturities. |
|
|
|
|
Trust preferred debt issued to affiliates and bank line of credit: Fair value is
estimated using discounted cash flow calculations based on interest rates currently
being offered for similar obligations with maturities consistent with the obligation
being valued. As the interest rate adjusts regularly, the carrying amount is a
reasonable estimate of fair value. |
(19) |
|
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) |
|
|
Our results of operations have varied, and in the future may vary, from quarter to quarter,
principally because of fluctuations in our underwriting results, operating expenses and/or
realized gain (loss) activity. Consequently, quarterly results are not necessarily indicative
of full year results, nor are they necessarily comparable to the results of other quarters. The
following table sets forth certain unaudited quarterly consolidated financial and operating
data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
8,557,556 |
|
|
$ |
12,538,711 |
|
|
$ |
12,514,277 |
|
|
$ |
12,490,272 |
|
(Loss) income before federal income taxes |
|
|
(1,017,462 |
) |
|
|
1,523,214 |
|
|
|
2,460,460 |
|
|
|
3,394,834 |
|
Net (loss) income |
|
|
(971,521 |
) |
|
|
1,445,461 |
|
|
|
2,248,001 |
|
|
|
2,346,789 |
|
Net (loss) income per common share(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
(.19 |
) |
|
|
.28 |
|
|
|
.43 |
|
|
|
.45 |
|
Diluted |
|
|
(.19 |
) |
|
|
.28 |
|
|
|
.43 |
|
|
|
.45 |
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
11,779,421 |
|
|
$ |
14,345,752 |
|
|
$ |
11,502,832 |
|
|
$ |
11,373,724 |
|
(Loss) income before federal income taxes |
|
|
(636,728 |
) |
|
|
1,516,041 |
|
|
|
(324,773 |
) |
|
|
(36,440 |
) |
Net (loss) income |
|
|
(584,898 |
) |
|
|
1,416,848 |
|
|
|
(189,681 |
) |
|
|
719,034 |
|
Net (loss) income per common share(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
(.12 |
) |
|
|
.28 |
|
|
|
(.04 |
) |
|
|
.14 |
|
Diluted |
|
|
(.12 |
) |
|
|
.28 |
|
|
|
(.04 |
) |
|
|
.14 |
|
|
|
|
(1) |
|
Year-to-date income per share amounts may not foot when adding the quarterly
income per share amounts due to rounding. |
(20) |
|
COMMITMENTS & CONTINGENCIES |
We are involved in legal proceedings arising in the ordinary course of business which are
routine in nature and incidental to our business. We currently believe that none of these
matters, either individually or in the aggregate, is reasonably likely to have a material
adverse effect on our financial condition, results of operations or liquidity. However, because
litigation is subject to inherent uncertainties and the outcome of such matters cannot be
predicted with reasonable certainty, there can be no assurance that any one or more of these
matters will not have a material adverse effect on our financial condition, results of
operations and/or liquidity.
We also are a guarantor for performance on a bridge loan for a non-executive employee whereby
the collateral held by us under the guaranty is the mortgage secured by residential real estate.
Our risk under the guaranty is that the borrower defaults on the mortgage and the proceeds from
the sale of the residential real estate are not sufficient to cover the amount of the mortgage.
The original mortgage was $550,400. As of December 31, 2009, the principal balance of the
mortgage was $489,776 and the borrower was current on all principal and interest payments. In
the event of default by the borrower, we do not believe our fulfillment of the guaranty would
have a material adverse effect on our financial condition, results of operations or liquidity.
(21) |
|
SUPPLEMENTAL DISCLOSURE FOR NET INCOME PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
Net income |
|
$ |
5,068,730 |
|
|
$ |
1,361,303 |
|
|
|
|
|
|
|
|
Income available to common shareholders,
assuming dilution |
|
$ |
5,068,730 |
|
|
$ |
1,361,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
5,135,928 |
|
|
|
5,033,423 |
|
Dilutive effect of outstanding options |
|
|
2,082 |
|
|
|
13,971 |
|
|
|
|
|
|
|
|
Diluted common shares |
|
|
5,138,010 |
|
|
|
5,047,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per common share |
|
$ |
0.99 |
|
|
$ |
0.27 |
|
Diluted net income per common share |
|
$ |
0.99 |
|
|
$ |
0.27 |
|
We have two reportable business segments: (1) property/casualty insurance; and (2) insurance
agency. The following table provides financial information regarding our reportable business
segments, which includes intersegment management and commission fees. The allocations of certain
general expenses within segments are based on a number of assumptions, and the reported
operating results would change if different assumptions were applied. Segment results for each
of the years ended December 31, 2009 and 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
Property/Casualty |
|
|
Insurance |
|
|
Reportable Segment |
|
|
|
Insurance |
|
|
Agency |
|
|
Total |
|
|
Revenues from external customers |
|
$ |
42,207,219 |
|
|
$ |
|
|
|
$ |
42,207,219 |
|
Intersegment revenues |
|
|
|
|
|
|
1,774,782 |
|
|
|
1,774,782 |
|
Interest revenue |
|
|
3,860,827 |
|
|
|
101 |
|
|
|
3,860,928 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
353,125 |
|
|
|
|
|
|
|
353,125 |
|
Segment profit |
|
|
6,419,156 |
|
|
|
1,604,220 |
|
|
|
8,023,376 |
|
Federal income tax expense |
|
|
1,330,695 |
|
|
|
545,435 |
|
|
|
1,876,130 |
|
Segment assets |
|
|
153,665,654 |
|
|
|
298,432 |
|
|
|
153,964,086 |
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
Reportable |
|
|
|
Property/Casualty |
|
|
Insurance |
|
|
Segment |
|
|
|
Insurance |
|
|
Agency |
|
|
Total |
|
Revenues from external customers |
|
$ |
45,143,413 |
|
|
$ |
|
|
|
$ |
45, 143,413 |
|
Intersegment revenues |
|
|
|
|
|
|
1,991,010 |
|
|
|
1,991,010 |
|
Interest revenue |
|
|
3,793,261 |
|
|
|
1,167 |
|
|
|
3,794,428 |
|
Interest expense |
|
|
12 |
|
|
|
|
|
|
|
12 |
|
Depreciation and amortization |
|
|
482,257 |
|
|
|
|
|
|
|
482,257 |
|
Segment profit |
|
|
3,615,656 |
|
|
|
1,991,689 |
|
|
|
5,607,345 |
|
Federal income tax expense |
|
|
229,278 |
|
|
|
677,174 |
|
|
|
906,452 |
|
Segment assets |
|
|
139,884,442 |
|
|
|
359,794 |
|
|
|
140,244,236 |
|
The following is a reconciliation of the segment results to the consolidated amounts
reported in the consolidated financial statements:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Revenues |
|
|
|
|
|
|
|
|
Total revenues for reportable segments |
|
$ |
47,842,929 |
|
|
$ |
50,928,851 |
|
Parent company revenues |
|
|
32,669 |
|
|
|
63,888 |
|
Elimination of intersegment revenues |
|
|
(1,774,782 |
) |
|
|
(1,991,010 |
) |
|
|
|
|
|
|
|
Total consolidated revenues |
|
$ |
46,100,816 |
|
|
$ |
49,001,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit |
|
|
|
|
|
|
|
|
Total profit for reportable segments |
|
$ |
8,023,376 |
|
|
$ |
5,607,345 |
|
Parent company SEC investigation expenses |
|
|
(23,616 |
) |
|
|
(3,289,462 |
) |
Parent company other expenses, net of intersegment eliminations |
|
|
(1,638,714 |
) |
|
|
(1,799,783 |
) |
|
|
|
|
|
|
|
Total consolidated net income before federal income taxes |
|
$ |
6,361,046 |
|
|
$ |
518,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Total assets for reportable segments |
|
$ |
153,964,086 |
|
|
$ |
140,244,236 |
|
Parent company assets |
|
|
12,479,756 |
|
|
|
6,865,641 |
|
Elimination of intersegment receivables |
|
|
(5,663,944 |
) |
|
|
(456,276 |
) |
|
|
|
|
|
|
|
Total consolidated assets |
|
$ |
160,779,898 |
|
|
$ |
146,653,601 |
|
|
|
|
|
|
|
|
On November 13, 2009, the Board of Directors of Bancinsurance Corporation declared a cash
dividend of $0.50 per share (approximately $2.6 million in the aggregate) payable on December
14, 2009 to holders of record of Bancinsurance Corporations common shares as of the close of
business on November 30, 2009. There were no dividends declared for the period ended December
31, 2008.
60
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A(T).
CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Companys management carried out an
evaluation, with the participation of the principal executive officer (CEO) and the principal
financial officer (CFO), of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, (the Exchange
Act)) (Disclosure Controls) pursuant to Rule 13a-15(c) under the Exchange Act.
Our management, including the CEO and CFO, does not expect that our Disclosure Controls will
prevent all errors and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met.
The Companys Disclosure Controls are designed to provide reasonable assurance of achieving their
objectives.
Based upon managements evaluation of our Disclosure Controls, the CEO and CFO have concluded that
our Disclosure Controls are effective as of the end of the period covered by this report to provide
reasonable assurance that the information required to be disclosed by us in our periodic reports is
(1) accumulated and communicated to management, including the CEO and CFO, as appropriate to allow
timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our
management, with the participation of our CEO and CFO, evaluated the effectiveness, as of December
31, 2009, of our internal control over financial reporting based on the framework in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on such evaluation, our management concluded that our internal control over
financial reporting was effective as of December 31, 2009.
This annual report does not include an attestation report of the Companys registered public
accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by the Companys registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only managements report in this annual report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Companys internal control over financial reporting that occurred
during the fiscal quarter ended December 31, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION
None.
61
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND DIRECTOR NOMINEES OF THE COMPANY
The Companys Board of Directors is currently comprised of seven directors. Each director serves
until the next annual meeting of shareholders and until his successor is duly elected and qualified
or until his earlier death, resignation or removal. The Board has nominated each of the seven
directors for re-election at the Companys 2010 annual meeting of shareholders. Information
regarding the Companys directors and director nominees is presented below, including but not
limited to, a brief discussion of the specific experience, qualifications, attributes or skills
that led to the conclusion that each director and director nominees should serve as a director in
light of the Company business and structure:
John S. Sokol, age 47, has served as a director of the Company since 1990. Mr. Sokol has been
Chairman of the Board and Chief Executive Officer of the Company and Ohio Indemnity, the Companys
wholly-owned property/casualty insurance subsidiary (Ohio Indemnity), since June 2007 and
President of the Company and Ohio Indemnity since June 1999. He was the Acting Chief Executive
Officer of the Company and Ohio Indemnity from March 2007 until June 2007, Executive Vice President
of the Company and Ohio Indemnity from June 1996 until June 1999 and Vice President of the Company
and Ohio Indemnity from 1993 until June 1996. From 1989 until 1993, Mr. Sokol served as an officer
for Manufacturers Hanover and Chemical Bank, a national provider of banking and financial services.
It was concluded that Mr. Sokol is qualified to be a director and director nominee of the Company
based on (1) his experience described above, (2) his leadership skills, (3) his insurance
experience, (4) his financial experience, (5) his financial institution experience, (6) his public
company experience, (7) his business acumen, (8) his experience as a director and as an executive
officer and (9) his knowledge of the Company and its business.
Douglas G. Borror, age 54, has served as a director of the Company since 2004. Mr. Borror has
served as the managing partner and Chief Executive Officer of Borror Properties, Inc., a Columbus,
Ohio based property management and development company, since 2008. Mr. Borror has been Chairman
of the Board of Dominion Homes, Inc., a regional home builder and also a public company up until
2008, since July of 1999, and was Chief Executive Officer of Dominion Homes, Inc. from September
1992 through June 2009. He serves on the Board of Directors of Columbia Gas of Ohio, Inc., a
natural gas utility company, and is a member of the Board of Trustees of The Ohio State
University. It was concluded that Mr. Borror is qualified to be a director and director nominee of
the Company based on (1) his experience described above, (2) his leadership skills, (3) his
financial experience, (4) his public company experience (5) his business acumen, (6) his experience
as a director and as an executive officer and (7) his knowledge of the Company and its business.
Kenton R. Bowen, age 46, has served as a director of the Company since 2002. Mr. Bowen has served
as Chairman of the Board of EPlay, LLC, an entertainment technology company, since January 2008.
From 2006 until December 2007, he was the Executive Vice President of Teleperformance USA, a
technical support and customer service outsourcing company. From 1996 until January 2006, he was
the President and a Director of CallTech Communications, LLC, a technical support and customer
service outsourcing company. From 1992 until 1996, he was the Vice President of Corporate Finance
for Provident Bank, a national provider of banking and financial services. From 1990 until 1992,
Mr. Bowen was a Vice President for Bank One, a national provider of banking and financial services.
Mr. Bowen serves on the Board of Directors of Adams Medical Venture, a private medical venture
capital company, and serves as a Managing Partner of Weiler-Bowen, Ltd., a real estate development
firm. It was concluded that Mr. Bowen is qualified to be a director and director nominee of the
Company based on (1) his experience described above, (2) his leadership skills, (3) his financial
experience, (4) his financial institution experience, (5) his business acumen, (6) his experience
as a director and as an executive officer and (7) his knowledge of the Company and its business.
Stephen P. Close, age 59, has served as a director of the Company since 2006. Mr. Close has served
as Senior Vice President for Coinmach Corporation, a provider of coin operated laundry vending
equipment to multi-family housing and universities, since 1997. From 1975 until 1997, he served as
President and Chief Executive Officer for National Coin Laundry, a provider of coin operated
laundry vending equipment to multi-family housing and universities and commercial industrial
laundry equipment to nursing homes, athletic clubs and hospitals. It was concluded that Mr. Close
is qualified to be a director and director nominee of the Company based on (1) his experience
described above, (2) his leadership skills, (3) his financial experience, (4) his business acumen,
(5) his experience as an executive officer and (6) his knowledge of the Company and its business.
Edward N. Cohn, age 51, has served as a director of the Company since 2007. Mr. Cohn has served as
President and Chief Executive Officer of Big Brothers Big Sisters of Central Ohio, a non-profit
corporation that provides quality mentoring relationships to youth, since March 2006. From August
1998 to March 2006, he served as President of Unizan Bank, Columbus, a provider of banking and
financial services. From 1985 to 1998, Mr. Cohn was employed by County Savings Bank, where he
served as Chairman and Chief
62
Executive Officer from 1993 to 1998. It was concluded that Mr. Cohn is qualified to be a director
and director nominee of the Company based on (1) his experience described above, (2) his leadership
skills, (3) his financial experience, (4) his financial institution experience, (5) his business
acumen, (6) his experience as a director and as an executive officer and (7) his knowledge of the
Company and its business.
Daniel D. Harkins, age 80, has served as a director of the Company since 1981. Mr. Harkins is a
private investor. Prior to 1987, Mr. Harkins owned and served as President of Ace Beverage
Distributing Company. From 1978 until 1980, he served as a consultant for A. T. Kearney, Inc., a
management consulting firm. From 1973 until 1978, he served as General Sales Manager and
International Sales Manager for several divisions of Ashland Chemical Company. It was concluded
that Mr. Harkins is qualified to be a director and director nominee of the Company based on (1) his
experience described above, (2) his leadership skills, (3) his financial experience, (4) his
business acumen, (5) his experience as an executive officer and (6) his knowledge of the Company
and its business.
Matthew D. Walter, age 41, has served as a director of the Company since 2001. Mr. Walter served
as Chairman of the Board and Chief Executive Officer of BoundTree Medical Products, Inc., a
supplier of medical equipment to the emergency care market in the U.S., from November 2000 until
June 2008. In June 2008, BoundTree Medical, Inc. merged with and into Sarnova, Inc. Mr. Walter
currently serves as Lead Director of Sarnova, Inc. Mr. Walter has also served as Managing Partner
of Talisman Capital Partners, a private equity partnership, since June 2000. From July 1996 until
September 2000, Mr. Walter served as Vice President and General Manager of National PharmPak, Inc.,
a subsidiary of Cardinal Health, Inc., a provider of products and services to the health care
industry. Mr. Walter also served on the board of directors of Cardinal Health, Inc., a provider of
products and services to the health care industry and also a public company, up until 2008. It was
concluded that Mr. Walter is qualified to be a director and director nominee of the Company based
on (1) his experience described above, (2) his leadership skills, (3) his financial experience, (4)
his public company experience, (5) his business acumen, (6) his experience as a director and as an
executive officer and (7) his knowledge of the Company and its business.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are elected annually by the
Board of Directors and serve at the pleasure of the Board. In addition to John S. Sokol, our
Chairman of the Board, Chief Executive Officer and President, the following persons are executive
officers of the Company:
Matthew C. Nolan, age 35, has served as Vice President, Chief Financial Officer, Treasurer and
Secretary of the Company and Ohio Indemnity since July 2004. He joined the Company in April 2003
and served as Manager of Finance & Reporting from April 2003 until July 2004. From 1997 until
February 2003, he was employed by KPMG LLP, an independent registered public accounting firm, where
he served as an Audit Manager in the financial services sector with a specialized focus in the
insurance industry. Mr. Nolan is a certified public accountant licensed in the State of Ohio.
Daniel J. Stephan, age 48, has served as President of OIC Lender Services, a division of Ohio
Indemnity, since March 2008. He was Senior Vice President of Ohio Indemnity from June 2003 until
March 2008, and was Vice President of Ohio Indemnity from May 2000 until June 2003. From 1999
until May 2000, he owned and operated Promark Specialty Insurance, an independent insurance agency
and consulting firm. From 1997 until 1999, Mr. Stephan served as the General Manager of the Lender
Products Division of Markel American Insurance Company, a property/casualty insurance company.
From 1993 until 1997, he served as the Product Manager for Progressive Corporation, a
property/casualty insurance company, where he directed sales and marketing for insurance products
and services.
Stephen J. Toth, age 46, has served as Vice President of Specialty Products for Ohio Indemnity
since 1999. He joined Ohio Indemnity in 1989 and served as Assistant Vice President of Ohio
Indemnity from 1991 until 1999 and as Administrator of Ohio Indemnitys Bonded Service Program from
1989 until 1991. From 1986 until 1989, he was employed by the Rockwood Insurance Group, a
property/casualty insurance company.
Margaret A. Noreen, age 45, has served as Vice President of Technology for Ohio Indemnity since
March 2008. She joined Ohio Indemnity in 2006 and served as Technology Director from 2006 until
March 2008. From 2003 until December 2005, Ms. Noreen served as the Chief Information Officer for
Real Living, Inc, a national residential real estate company. From 1999 until 2003, she served as
a consultant in the technology industry.
CODE OF ETHICS
The Company has adopted a Code of Business Conduct and Ethics (the Code of Ethics) that complies
with applicable SEC rules and applies to all employees, officers and directors of the Company and
its wholly-owned subsidiaries, including its principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions. The
Code of Ethics is posted on the Corporate Governance page of the Companys website at
www.bancinsurance.com. The Company will also
63
provide, free of charge, copies of the Code of Ethics upon written request directed to the
Companys Corporate Secretary at 250 East Broad Street, Seventh Floor, Columbus, Ohio 43215. We
intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments
to, or waivers from, certain provisions of the Code of Ethics that apply to our principal executive
officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions, by posting such information on our website.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Companys executive officers, directors and persons
who beneficially own more than 10% of the Companys common shares to file reports of ownership and
changes in ownership of the common shares with the SEC. Based solely on a review of the reports
filed on behalf of these persons and representations from our executive officers and directors that
no additional reports were required to be filed, the Company believes that, during fiscal year
2009, its executive officers, directors and greater than 10% beneficial owners complied with such
filing requirements.
AUDIT COMMITTEE
Information concerning our Audit Committee is provided in Item 13 of this Annual Report on Form
10-K under the caption Board Committees and is incorporated herein by reference.
ITEM 11.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
The Board of Directors annually reviews and determines the compensation
for our non-employee directors. In connection with its review and determination, the Board
considers the recommendations of the Compensation Committee. For the 2009 fiscal year, each
non-employee director received the following compensation for his service as a director:
|
|
|
$10,000 annual retainer ($20,000 and $13,000 in the case of the Audit Committee Chairman
and the Compensation Committee Chairman, respectively); |
|
|
|
|
$750 for each Board or committee meeting that he attends in person (provided that a
non-employee director receives only $750 for attending multiple Board and committee
meetings held on the same date); |
|
|
|
|
$250 for each Board or committee meeting in which he participates telephonically
(provided that a non-employee director receives only $250 for participating telephonically
in multiple Board and committee meetings held on the same date); and |
|
|
|
|
stock options to purchase 2,000 of our common shares pursuant to the 2002 Stock Plan. |
Generally, our Board of Directors has granted annual stock option awards to our non-employee
directors at its meeting held during the second or third quarter. The Company does not employ any
program, plan or practice to time option grants to our non-employee directors with the release of
material non-public information, and the grant date of each stock option award is the same date on
which the Board approves the grant. In accordance with the terms of the 2002 Stock Plan, the
exercise price of each stock option is equal to the closing price of our common shares on the date
of grant. On July 27, 2009, the Board granted each non-employee director stock options to purchase
2,000 common shares at an exercise price of $3.40 per share (the closing price of our common shares
on the date of grant) pursuant to the 2002 Stock Plan. The stock options vest and become
exercisable on the first anniversary of the date of grant and expire on the tenth anniversary of
the date of grant unless sooner exercised or forfeited.
Each director of the Company also serves as a director of Ohio Indemnity and receives no additional
compensation for such services. Employee directors receive no additional compensation from the
Company or Ohio Indemnity for serving as directors.
64
2009 Director Compensation Table
The following table summarizes the total compensation paid to each of the non-employee directors
during the 2009 fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees |
|
|
|
|
|
|
|
|
|
Earned |
|
|
|
|
|
|
|
|
|
or Paid |
|
|
Option |
|
|
|
|
|
|
in Cash |
|
|
Awards(1)(2) |
|
|
Total |
|
Name |
|
($) |
|
|
($) |
|
|
($) |
|
Douglas G. Borror |
|
|
16,500 |
|
|
|
5,445 |
|
|
|
21,945 |
|
Kenton R. Bowen |
|
|
15,250 |
|
|
|
5,445 |
|
|
|
20,695 |
|
Stephen P. Close |
|
|
17,750 |
|
|
|
5,445 |
|
|
|
23,195 |
|
Edward N. Cohn |
|
|
16,000 |
|
|
|
5,445 |
|
|
|
21,445 |
|
Daniel D. Harkins |
|
|
32,750 |
|
|
|
5,445 |
|
|
|
38,195 |
|
Matthew D. Walter |
|
|
19,750 |
|
|
|
5,445 |
|
|
|
25,195 |
|
|
|
|
(1) |
|
The amounts shown reflect the aggregate grant date fair value computed in accordance with
FASB ASC Topic 718 for awards granted during fiscal year 2009. Assumptions used in the
calculation of this amount are included in Note 10 to the Consolidated Financial Statements
included in Item 8 of this Annual Report on Form 10-K. |
|
(2) |
|
As of December 31, 2009, the non-employee directors held the following stock options to
purchase the Companys common shares: Douglas G. Borror: 8,000 options (6,000 exercisable and
2,000 unexercisable); Kenton R. Bowen: 10,000 options (8,000 exercisable and 2,000
unexercisable); Stephen P. Close: 8,000 options (6,000 exercisable and 2,000 unexercisable);
Edward N. Cohn: 6,000 options (4,000 exercisable and 2,000 unexercisable); Daniel D. Harkins:
14,000 options (12,000 exercisable and 2,000 unexercisable); and Matthew D. Walter: 14,000
options (12,000 exercisable and 2,000 unexercisable). |
COMPENSATION OF EXECUTIVE OFFICERS
2009 Summary Compensation Table
The following table summarizes the total compensation for the 2009 and 2008 fiscal years for the
Companys principal executive officer and two other most highly compensated executive officers in
2009 (the Named Executive Officers or NEOs).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
Incentive Plan |
|
|
All Other |
|
|
|
|
Name and Principal |
|
|
|
|
|
Salary |
|
|
Bonus |
|
|
Awards(1) |
|
|
Awards(1) |
|
|
Compensation(2) |
|
|
Compensation |
|
|
Total |
|
Position |
|
Year |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
John S. Sokol
Chairman, Chief
Executive Officer
and President |
|
|
2009 |
|
|
|
349,650 |
|
|
|
|
|
|
|
206,615 |
|
|
|
|
|
|
|
262,238 |
|
|
|
105,828 |
(3) |
|
|
924,331 |
|
|
|
|
2008 |
|
|
|
349,650 |
|
|
|
|
|
|
|
177,455 |
|
|
|
|
|
|
|
127,972 |
|
|
|
121,149 |
(3) |
|
|
776,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew C. Nolan
Vice President,
Chief Financial Officer,
Treasurer and Secretary |
|
|
2009 |
|
|
|
210,000 |
|
|
|
|
|
|
|
51,745 |
|
|
|
|
|
|
|
65,625 |
|
|
|
26,487 |
(4) |
|
|
353,857 |
|
|
|
|
2008 |
|
|
|
210,000 |
|
|
|
|
|
|
|
44,479 |
|
|
|
|
|
|
|
32,025 |
|
|
|
26,607 |
(4) |
|
|
313,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel J. Stephan
President of OIC
Lender Services, a
division of Ohio
Indemnity |
|
|
2009 |
|
|
|
180,810 |
|
|
|
|
|
|
|
100,055 |
|
|
|
|
|
|
|
81,552 |
|
|
|
24,383 |
(5) |
|
|
386,800 |
|
|
|
|
2008 |
|
|
|
180,810 |
|
|
|
|
|
|
|
71,307 |
|
|
|
|
|
|
|
61,981 |
|
|
|
25,037 |
(5) |
|
|
339,135 |
|
|
|
|
(1) |
|
The amounts shown reflect the aggregate grant date fair value computed in accordance with
FASB ASC Topic 718 for awards granted during such fiscal year. Assumptions used in the
calculation of these amounts are included in Note 10 to the Consolidated Financial Statements
included in Item 8 of this Annual Report on Form 10-K. See Equity Based Compensation below
for more information concerning equity based compensation awarded to the NEOs for 2009. |
|
(2) |
|
The amounts shown reflect cash bonuses earned by the NEOs under the Companys 2009 and 2008
Fiscal Year Executive |
65
|
|
|
|
|
Officer Bonus Plans. See Annual Bonus below for more information
concerning cash bonuses awarded to the NEOs for
their performance in 2009. |
|
(3) |
|
Includes (a) $9,800 and $8,552 for the Companys matching contribution under its 401(k) Plan
for the 2009 and 2008 fiscal years, respectively, (b) $12,000 for a Company provided allowance
for life insurance premiums for the benefit of John S. Sokol for each of the 2009 and 2008
fiscal years, (c) $6,000 and $6,042 for the Companys reimbursement of estimated taxes
incurred by John S. Sokol in connection with the Companys provision of the life insurance
allowance for the 2009 and 2008 fiscal years, respectively, and (d) with respect to the 2009
and 2008 fiscal years, $19,989 and $30,016, respectively, for tax gross-up payments made by
the Company as reimbursement for estimated taxes incurred by John S. Sokol in connection with
the vesting of 9,531 restricted common shares on May 30, 2009 and 2008, respectively (see
footnote 6 below). Also includes the aggregate incremental cost to the Company for certain
other perquisites, none of which exceeded the greater of $25,000 or ten percent of the total
amount of perquisites. Does not include dues and expenses paid by the Company related to
membership in professional organizations of $37,972 and $29,420 for the 2009 and 2008 fiscal
years, respectively, as such expenses were business-related. |
|
(4) |
|
Includes $9,800 and $9,200 for the Companys matching contribution under its 401(k) Plan for
the 2009 and 2008 fiscal years, respectively. With respect to the 2009 and 2008 fiscal years,
includes $5,462 and $8,201, respectively, for tax gross-up payments made by the Company as
reimbursement for estimated taxes incurred by Matthew C. Nolan in connection with the vesting
of 2,604 restricted common shares on May 30, 2009 and 2008, respectively (see footnote 6
below). Also includes the aggregate incremental cost to the Company for certain perquisites,
none of which exceeded the greater of $25,000 or ten percent of the total amount of
perquisites. |
|
(5) |
|
Includes $9,800 and $8,988 for the Companys matching contribution under its 401(k) Plan for
the 2009 and 2008 fiscal years, respectively. With respect to the 2009 and 2008 fiscal years,
includes $5,369 and $8,062, respectively, for tax gross-up payments made by the Company as
reimbursement for estimated taxes incurred by Daniel J. Stephan in connection with the vesting
of restricted 2,560 common shares on May 30, 2009 and 2008, respectively (see footnote 6
below). Also includes the aggregate incremental cost to the Company for certain perquisites,
none of which exceeded the greater of $25,000 or ten percent of the total amount of
perquisites. |
|
(6) |
|
As previously reported, on May 30, 2007, the Compensation Committee granted 25,894, 7,813 and
7,681 restricted common shares to John S. Sokol, Matthew C. Nolan and Daniel J. Stephan,
respectively. The restricted common shares vest in equal annual installments on the first,
second and third anniversaries of the date of grant, subject to the NEOs continued employment
with the Company on the applicable anniversary date. The 2007 restricted stock awards did not
include additional shares to provide for the NEOs estimated tax withholdings. As a result,
in connection with the vesting of these awards during 2009 and 2008, the Compensation
Committee approved tax gross-up payments in cash to the NEOs to reimburse each NEO for the
estimated taxes incurred by him in connection with the vesting of the restricted common shares
on May 30, 2009 and May 30, 2008. See -Equity Based Compensation below for more information
concerning equity based compensation awarded to the NEOs. |
Annual Bonus
Annually, the Compensation Committee adopts a cash-based performance bonus plan for the NEOs for
that fiscal year. The bonus plan is intended to retain and motivate our NEOs and reward them on
the basis of achieving corporate and/or individual performance goals established by the
Compensation Committee. The attainment of the performance goals is substantially uncertain at the
time they are established. Under our 2009 Fiscal Year Executive Officer Bonus Plan (the 2009
Bonus Plan), each NEO was eligible to receive a target bonus equal to a specified percentage of
his base salary based upon the achievement of pre-established Company and/or individual performance
goals (with each component being weighted differently based on the NEOs position with the
Company). The target bonus and the weighting of the Company goal and individual goal components for
each NEO under the 2009 Bonus Plan were as follows:
|
|
|
|
|
|
|
|
|
|
|
Target Bonus as a % |
|
|
Company Goal/Individual Goal |
|
Named Executive Officer |
|
of Base Salary |
|
|
Weighting |
|
John S. Sokol |
|
|
60 |
% |
|
|
100%/0 |
% |
|
|
|
|
|
|
|
|
|
Matthew C. Nolan |
|
|
25 |
% |
|
|
100%/0 |
% |
|
|
|
|
|
|
|
|
|
Daniel J. Stephan |
|
|
50 |
% |
|
|
50%/50 |
% |
66
Company Performance Goal Component
For fiscal year 2009, the Compensation Committee established a 10% return on beginning equity
(ROE) as the target Company performance goal. Under the 2009 Bonus Plan, ROE is calculated by
dividing (1) the Companys net income for fiscal year 2009 (excluding (a) the after-tax effect of
expenses incurred for fiscal year 2009 relating to the Companys SEC investigation and (b) the
after-tax effect of any net realized gains (losses) on investments during the 2009 fiscal year) by
(2) total shareholders equity at the beginning of fiscal year 2009.
The minimum and maximum Company performance goals for fiscal year 2009 were set by the Compensation
Committee at a 5% ROE and a 15% ROE, respectively. Under the 2009 Bonus Plan:
|
|
|
if ROE for fiscal year 2009 was less than 5%, no bonus would be awarded for the Company goal component; |
|
|
|
|
if the Company achieved a ROE of 5% for fiscal year 2009, each NEO would be entitled to receive a
bonus equal to the product of (1) 50% of the amount of the NEOs target bonus and (2) the percentage
of his bonus allocated to the Company goal component; |
|
|
|
|
if the Company achieved a ROE of 10% for fiscal year 2009, each NEO would be entitled to receive a
bonus equal to the product of (1) 100% of the amount of the NEOs target bonus and (2) the percentage
of his bonus allocated to the Company goal component; and |
|
|
|
|
if the Company achieved a ROE of at least 15% for fiscal year 2009, each NEO would be entitled to
receive a bonus equal to the product of (1) 125% of the amount of his target bonus and (2) the
percentage of his bonus allocated to the Company goal component. |
If ROE for fiscal year 2009 fell between 5% and 10%, a straight-line schedule would be used to
determine the percentage of the amount of target bonus (ranging between 50% and 100%) each NEO
would be entitled to receive in respect of the Company goal component. For fiscal year 2009, the
Company achieved a ROE of 18.9%. As a result, each NEO was entitled to receive a bonus equal to
the product of (1) 125% of the amount of his target bonus and (2) the percentage of his bonus
allocated to the Company goal component.
Individual Performance Goal Component
Under the 2009 Bonus Plan, the individual performance goal for Daniel J. Stephan consisted of
product line financial targets relating to the Companys lender service product line. Following
the completion of the 2009 fiscal year, the Compensation Committee evaluated Mr. Stephans
performance with respect to these targets and determined his bonus of $25,049 relating to the
individual goal component.
Annual bonuses under the 2009 Bonus Plan for achievement of the Company and/or individual
performance goals during the 2009 fiscal year were calculated by the Compensation Committee and
paid to the NEOs in early 2010. Annual bonuses earned by the NEOs under the 2009 Bonus Plan are
included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
The Compensation Committee recognizes that, in limited cases, the annual performance bonus plan may
not appropriately reward our NEOs for their performance during the year due to circumstances
arising after the bonus plan is established and, in those cases, the payment of discretionary
bonuses may be appropriate. No discretionary bonuses were paid to the NEOs with respect to the
2009 fiscal year.
Equity Based Compensation
The Compensation Committee annually grants equity awards to our NEOs under the shareholder-approved
2002 Stock Plan in the form of stock options or restricted stock. The equity awards are intended
to foster and promote the Companys long-term financial success and increase shareholder value by
motivating the NEOs to focus on the Companys long-term financial results and stock performance.
In addition, the equity based compensation helps to retain key employees because the awards vest
over time. The Compensation Committee grants equity awards to the NEOs in amounts reflecting each
NEOs ability to influence the Companys overall performance.
67
On July 27, 2009, the Compensation Committee granted restricted stock awards to the NEOs as
follows:
|
|
|
|
|
|
|
|
|
|
|
Number of Restricted |
|
|
Grant Date Fair |
|
Named Executive Officer |
|
Common Shares |
|
|
Value of Stock Awards |
|
|
John S. Sokol |
|
|
60,769 |
|
|
$ |
206,615 |
|
|
|
|
|
|
|
|
|
|
Matthew C. Nolan |
|
|
15,219 |
|
|
$ |
51,745 |
|
|
|
|
|
|
|
|
|
|
Daniel J. Stephan |
|
|
29,428 |
|
|
$ |
100,055 |
|
The restricted common shares granted to each of the NEOs on July 27, 2009 vest in one-third
increments on the first, second and third anniversaries of the date of grant, subject to the
applicable NEOs continued employment with the Company on the applicable anniversary date.
Included in the 2009 restricted stock awards were additional shares to provide for the NEOs
estimated tax withholdings. The value of the stock awards shown above reflects the grant date fair
value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these
grant date fair value amounts are included in Note 10 to the Consolidated Financial Statements
included in Item 8 of this Annual Report on Form 10-K.
On July 31, 2008, the Compensation Committee granted restricted stock awards to the NEOs as
follows:
|
|
|
|
|
|
|
|
|
|
|
Number of Restricted |
|
|
Grant Date Fair |
|
Named Executive Officer |
|
Common Shares |
|
|
Value of Stock Awards |
|
|
John S. Sokol |
|
|
37,359 |
|
|
$ |
177,455 |
|
|
|
|
|
|
|
|
|
|
Matthew C. Nolan |
|
|
9,364 |
|
|
$ |
44,479 |
|
|
|
|
|
|
|
|
|
|
Daniel J. Stephan |
|
|
15,012 |
|
|
$ |
71,307 |
|
The restricted common shares granted to each of the NEOs on July 31, 2008 vest in one-third
increments on the first, second and third anniversaries of the date of grant, subject to the
applicable NEOs continued employment with the Company on the applicable anniversary date.
Included in the 2008 restricted stock awards were additional shares to provide for the NEOs
estimated tax withholdings. The value of the stock awards shown above reflects the grant date fair
value computed in accordance with FASB ASC Topic 718.
Prior to 2007, our Compensation Committee generally granted annual stock option awards to the NEOs.
The exercise price of each of these stock options is equal to the closing price of our common
shares on the date of grant (which is the same date that the Compensation Committee approved the
grant). The stock options vest in 20% increments on each of the first five anniversaries of the
date of grant and expire after ten years unless sooner exercised or forfeited. The Company does
not employ any program, plan or practice to time option grants to the NEOs with the release of
material non-public information.
See Outstanding Equity Awards at 2009 Fiscal Year-End below for more information concerning the
outstanding equity awards held by the NEOs and Potential Payments Upon Termination of Employment
or Change in Control below for more information concerning the vesting of these awards upon
termination of employment or a change in control of the Company.
Benefits and Perquisites
The Compensation Committee provides certain benefits and perquisites to the NEOs that it believes
will enable these individuals to more efficiently and effectively perform their responsibilities.
The Compensation Committee further believes that these benefits and perquisites are reasonable and
consistent with the Companys executive compensation objectives. For more information concerning
certain benefits and perquisites received by the NEOs during the 2009 and 2008 fiscal years, see
the All Other Compensation column and related footnote disclosure in the 2009 Summary
Compensation Table above.
In addition to receiving these benefits and perquisites, all NEOs are eligible to participate in
the following Company benefits programs: (1) 401(k) Plan (which includes a Company match); (2)
health and dental coverage; and (3) Company-paid term life and disability insurance. The NEOs
participate in these programs on the same terms as our other employees.
The 401(k) Plan is available to full-time employees who meet the 401(k) Plans eligibility
requirements. Under the 401(k) Plan, the Company matches 100% of the qualified employees
contribution up to 3% of salary and 50% of the qualified employees contribution between 3% and 5%
of salary. The Company matching contributions are fully vested when made. Participants are
entitled to receive distributions of their accounts held under the 401(k) Plan upon termination of
their employment.
68
Outstanding Equity Awards at 2009 Fiscal Year-End
The following table provides information about outstanding equity awards for each of the NEOs at
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
|
|
Number of |
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Underlying |
|
|
Underlying |
|
|
|
|
|
|
|
|
|
|
Shares or |
|
|
Market Value of |
|
|
|
Unexercised |
|
|
Unexercised |
|
|
|
|
|
|
|
|
|
|
Units of Stock |
|
|
Shares or Units |
|
|
|
Options |
|
|
Options |
|
|
Option |
|
|
Option |
|
|
That Have |
|
|
of Stock That |
|
|
|
(#) |
|
|
(#) |
|
|
Exercise Price |
|
|
Expiration |
|
|
Not Vested |
|
|
Have Not Vested |
|
Name |
|
Exercisable |
|
|
Unexercisable (1) |
|
|
($) |
|
|
Date |
|
|
(#) |
|
|
($)(5) |
|
|
John S. Sokol |
|
|
100,000 |
|
|
|
|
|
|
|
4.50 |
|
|
|
7/25/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
100,000 |
|
|
|
|
|
|
|
5.21 |
|
|
|
6/1/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
100,000 |
|
|
|
|
|
|
|
7.04 |
|
|
|
12/20/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
60,000 |
|
|
|
40,000 |
(a) |
|
|
6.00 |
|
|
|
5/30/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,532 |
(2) |
|
|
56,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,906 |
(3) |
|
|
147,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,769 |
(4) |
|
|
360,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew C. Nolan |
|
|
8,000 |
|
|
|
|
|
|
|
7.04 |
|
|
|
12/20/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
10,000 |
(b) |
|
|
6.00 |
|
|
|
5/30/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,605 |
(2) |
|
|
15,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,243 |
(3) |
|
|
37,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,219 |
(4) |
|
|
90,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel J. Stephan |
|
|
10,000 |
|
|
|
|
|
|
|
4.06 |
|
|
|
5/16/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
4.38 |
|
|
|
5/16/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
4.65 |
|
|
|
5/29/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
5.00 |
|
|
|
5/16/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
4.50 |
|
|
|
7/25/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
5.03 |
|
|
|
5/16/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
5.21 |
|
|
|
6/1/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
8.00 |
|
|
|
5/16/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
10,000 |
(c) |
|
|
6.00 |
|
|
|
5/30/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,561 |
(2) |
|
|
15,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,008 |
(3) |
|
|
59,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,428 |
(4) |
|
|
174,802 |
|
|
|
|
(1) |
|
The unexercisable stock options vest according to the following schedule: |
|
|
|
|
|
|
|
(a) |
|
20,000 common shares on each of 5/31/2010 and 5/31/2011; |
|
|
|
(b) |
|
5,000 common shares on each of 5/31/2010 and 5/31/2011; |
|
|
|
(c) |
|
5,000 common shares on each of 5/31/2010 and 5/31/2011. |
|
|
|
(2) |
|
Represents unvested restricted common shares granted on May 30, 2007 which fully vest on
May 30, 2010, subject to the applicable NEOs continued employment with the Company on the
applicable vesting date. |
|
(3) |
|
Represents unvested restricted common shares granted on July 31, 2008 which vest in one-half
increments on each of July 31, 2010 and 2011, subject to the applicable NEOs continued
employment with the Company on the applicable vesting date. |
|
(4) |
|
Represents unvested restricted common shares granted on July 27, 2009 which vest in one-third
increments on each of July 27, 2010, 2011 and 2012, subject to the applicable NEOs continued
employment with the Company on the applicable vesting date. |
|
(5) |
|
The market value of the restricted common shares which have not vested is based on the
closing price of the common shares on the OTC Bulletin Board on December 31, 2009 ($5.94). |
69
Potential Payments Upon Termination of Employment or Change in Control
The Company does not currently have employment or severance agreements with any of our NEOs. As a
result, we are not obligated to pay any severance or other enhanced benefits to our NEOs in
connection with a termination of employment (including retirement) or a change in control of the
Company, other than the acceleration of outstanding stock options and restricted stock under the
2002 Stock Plan and the 1994 Stock Plan in connection with a participants termination of
employment due to death or disability or certain change in control related transactions.
Pursuant to the terms of our 2002 Stock Plan, if a participants employment terminates as a result
of death or disability, (1) all of the participants unvested stock options immediately vest and
become exercisable, (2) the participants unexercised stock options expire on the earlier of the
fixed expiration date or twelve months after the date of such termination and (3) all of the
participants unvested restricted stock immediately vests. In addition, if the Company enters into
a plan or agreement that results in the merger or consolidation of the Company or the
reclassification of the common shares or the exchange of the common shares for securities of
another entity (other than a subsidiary of the Company) that has acquired the Companys assets or
which is in control of an entity that has acquired the Companys assets and the terms of that plan
or agreement are binding on all holders of the common shares (except to the extent that dissenting
shareholders are entitled to relief under applicable law), (1) all outstanding stock options will
become fully exercisable, (2) all outstanding unvested restricted stock will vest and (3) each
affected participant will receive, upon payment of the exercise price, if applicable, securities or
cash, or both, equal to that which the participant would have been entitled to receive under the
plan or agreement if the participant had already exercised the accelerated stock options or the
restricted stock had already vested. If either of these provisions of the 2002 Stock Plan had been
triggered on December 31, 2009, (1) the value of the accelerated stock options as of such date
(calculated by multiplying the number of common shares subject to each accelerated stock option by
the difference between the exercise price of such stock option and the closing price of the common
shares on December 31, 2009) would have been $0 for each of John S. Sokol, Matthew C. Nolan and
Daniel J. Stephan (as all outstanding unvested options held by Messrs. Nolan and Stephan were out
of the money (i.e., the exercise price exceeded the closing price of the common shares)), and (2)
the value of the accelerated restricted stock (calculated by multiplying the number of accelerated
restricted common shares by the closing price of the common shares on December 31, 2009) would have
been $565,530, $142,958, and $249,462 for John S. Sokol, Matthew C. Nolan, and Daniel J. Stephan,
respectively. Under the 2002 Stock Plan, the Compensation Committee may, at any time and in its
sole discretion, cancel any or all outstanding awards under the plan and buy-out the portion of
such awards that are then exercisable.
Pursuant to the terms of our 1994 Stock Plan, in the event of a participants termination of
employment due to death or disability, the Compensation Committee, in its sole discretion, may
accelerate the vesting of all or any portion of the participants unvested stock options and permit
the exercise of such options until the earlier of the fixed expiration date of such options or 90
days after the date of such termination. In addition, under the 1994 Stock Plan, in the event of a
change in control of the Company, all outstanding unvested stock options will immediately vest and
become exercisable. If either of these provisions of the 1994 Stock Plan had been triggered on
December 31, 2009, the value of the accelerated stock options (assuming acceleration of all
unvested options) as of such date (calculated by multiplying the number of common shares subject to
each accelerated stock option by the difference between the exercise price of such stock option and
the closing price of the common shares on December 31, 2009) would have been $0 for each of John S.
Sokol, Matthew C. Nolan and Daniel J. Stephan.
70
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth (1) the number of our common shares issuable upon exercise of
outstanding options, warrants and rights under our equity compensation plans, (2) the
weighted-average exercise price of the outstanding options, warrants and rights under our equity
compensation plans and (3) the number of our common shares remaining available for future issuance
under our equity compensation plans, each as of December 31, 2009. Our equity compensation plans
consist of the 1994 Stock Plan and the 2002 Stock Plan, each of which has been approved by our
shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
|
|
(a) |
|
|
(b) |
|
|
Number of securities remaining |
|
|
|
Number of securities to |
|
|
Weighted-average |
|
|
available for future issuance |
|
|
|
be issued upon exercise |
|
|
exercise price of |
|
|
under equity compensation plans |
|
|
|
of outstanding options, |
|
|
outstanding options, |
|
|
(excluding securities reflected in |
|
Plan category |
|
warrants and rights |
|
|
warrants and rights |
|
|
column (a)) |
|
Equity compensation plans
approved by security holders |
|
|
691,000 |
|
|
$ |
5.65 |
|
|
|
85,693 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans
not approved by security holders |
|
None |
|
|
None |
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
691,000 |
|
|
$ |
5.65 |
|
|
|
85,693 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects the number of common shares available for future grant under the 2002
Stock Plan as of December 31, 2009. The 2002 Stock Plan provides for the grant of
equity-based awards, including stock options and restricted stock, to key employees, officers
and directors of, and consultants and advisors to, the Company. |
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of our common shares
as of February 2, 2010 by: (1) each person known by the Company to be the beneficial owner of more
than 5% of the outstanding common shares; (2) each of the Companys directors, nominees for
director and executive officers named in the 2009 Summary Compensation Table; and (3) the directors
and executive officers of the Company as a group.
|
|
|
|
|
|
|
|
|
Name |
|
Number of Common |
|
|
Percent |
|
of Beneficial |
|
Shares Beneficially |
|
|
of |
|
Owner |
|
Owned(1) |
|
|
Class |
|
|
Barbara K. Sokol |
|
|
2,381,168 |
(2, 3) |
|
|
45.74 |
% |
John S. Sokol |
|
|
2,486,360 |
(2, 4, 5, 6) |
|
|
44.67 |
% |
Douglas G. Borror |
|
|
11,000 |
(5) |
|
|
(7) |
|
Kenton R. Bowen |
|
|
28,000 |
(5) |
|
|
(7) |
|
Stephen P. Close |
|
|
6,000 |
(5) |
|
|
(7) |
|
Edward N. Cohn |
|
|
6,000 |
(5) |
|
|
(7) |
|
Daniel D. Harkins |
|
|
61,150 |
(5) |
|
|
1.17 |
% |
Matthew D. Walter |
|
|
37,000 |
(5) |
|
|
(7) |
|
Matthew C. Nolan |
|
|
55,396 |
(5, 6) |
|
|
1.06 |
% |
Daniel J. Stephan |
|
|
130,211 |
(5, 6) |
|
|
2.46 |
% |
All directors and executive officers
as a group (12 persons) |
|
|
3,540,108 |
|
|
|
61.45 |
% |
|
|
|
(1) |
|
Except as otherwise noted, the beneficial owner has sole voting and dispositive power over
the common shares shown. |
|
(2) |
|
Falcon Equity Partners, L.P. (Falcon Equity Partners), an Ohio limited partnership whose
sole partners are members of the Si Sokol family and trusts for the benefit of members of the
Si Sokol family, owns of record 1,750,000 common shares. Barbara K. Sokol owns, directly and
indirectly as trustee of a trust of which she is the sole trustee and beneficiary, a
11.4% interest in |
71
|
|
|
|
|
Falcon Equity Partners, John S. Sokol owns, directly and indirectly as trustee of trusts for
the benefit of members of the Si Sokol family, a 67.2% interest in Falcon Equity Partners and
James K. Sokol and Carla A. Sokol (together with John S. Sokol, the children of Si Sokol and
Barbara K. Sokol) each own directly a 10.7% interest in Falcon Equity Partners. As the sole
managing general partner, John S. Sokol has sole power to dispose or direct the disposition of
the common shares held of record by Falcon Equity Partners. As the general partners, John S.
Sokol and Barbara K. Sokol share the power to vote or direct the vote of the common shares
held of record by Falcon Equity Partners. James K. Sokol and Carla A. Sokol also own of record
or through a broker 31,050 and 66,261 common shares, respectively. |
|
(3) |
|
1,750,000 of these common shares are beneficially owned by Barbara K. Sokol as a general
partner of Falcon Equity Partners, as more fully described in note (2) above. 450,372 of
these common shares are owned of record or through a broker by Barbara K. Sokol individually.
180,796 of these common shares are held by the Family Trust of the Si Sokol Trust, of which
Barbara K. Sokol is the sole trustee and beneficiary and exercises all rights with respect to
such common shares. |
|
(4) |
|
1,750,000 of these common shares are beneficially owned by John S. Sokol as the sole managing
general partner and a general partner of Falcon Equity Partners, as more fully described in
note (2) above. 214,906 of these common shares are owned of record or through a broker by John
S. Sokol individually. 66,247 of these common shares are held by John S. Sokol as custodian
for his minor children. |
|
(5) |
|
Includes 360,000, 6,000, 8,000, 6,000, 4,000, 12,000, 12,000, 23,000 and 80,000 common shares
that underlie currently exercisable options or options exercisable within 60 days of February
2, 2010 held by John S. Sokol, Douglas G. Borror, Kenton R. Bowen, Stephen P. Close, Edward N.
Cohn, Daniel D. Harkins, Matthew D. Walter, Matthew C. Nolan and Daniel J. Stephan,
respectively. |
|
(6) |
|
Includes (a) 9,532, 2,605 and 2,561 restricted Common Shares held by John S. Sokol, Matthew
C. Nolan and Daniel J. Stephan, respectively, which fully vest on May 30, 2010, subject to
such executive officers continued employment with the Company on such vesting date; (b)
24,906, 6,243 and 10,008 restricted Common Shares held by John S. Sokol, Matthew C. Nolan and
Daniel J. Stephan, respectively, which vest in one-half increments on July 31, 2010 and 2011,
subject to such executive officers continued employment with the Company on the applicable
vesting date; and (c) 60,769, 15,219 and 29,428 restricted Common Shares held by John S.
Sokol, Matthew C. Nolan and Daniel J. Stephan, respectively, which vest in one-third
increments on July 27, 2010, 2011 and 2012, subject to such executive officers continued
employment with the Company on the applicable vesting date. |
|
(7) |
|
Represents ownership of less than 1% of the outstanding Common Shares. |
|
|
|
The address of each of Barbara K. Sokol and John S. Sokol is 250 East Broad Street, Seventh
Floor, Columbus, Ohio 43215. |
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
DIRECTOR INDEPENDENCE
The Board of Directors currently has seven members. Although the Company is not a listed issuer
whose securities are listed on a national securities exchange or in an inter-dealer quotation
system which has requirements that a majority of the Board be independent, the Board has determined
that six of its current members (Douglas G. Borror, Kenton R. Bowen, Stephen P. Close, Edward N.
Cohn, Daniel D. Harkins and Matthew D. Walter) qualify as independent directors under the rules of
The Nasdaq Stock Market, Inc. (Nasdaq). When determining whether a director meets the criteria
for independence required by the Nasdaq rules, the Board broadly considers all relevant facts and
circumstances to determine whether the director has any relationship which, in the Boards opinion,
interferes with the exercise of independent judgment in carrying out the responsibilities of a
director. With respect to the six independent directors, there are no transactions, relationships
or arrangements not requiring disclosure pursuant to Item 404(a) of Regulation S-K that were
considered by the Board in determining that these individuals are independent under the Nasdaq
rules. John S. Sokol, our Chairman, Chief Executive Officer and President, does not qualify as
independent as a result of his service as an executive officer.
BOARD COMMITTEES
The Board of Directors has three standing committees: (1) the Audit Committee (comprised of Kenton
R. Bowen, Stephen P. Close and Daniel D. Harkins), which was established in accordance with Section
3(a)(58)(A) of the Exchange Act; (2) the Compensation Committee (comprised of Douglas G. Borror,
Stephen P. Close and Matthew D. Walter); and (3) the Executive Committee (comprised of John S.
Sokol, Daniel D. Harkins and Matthew D. Walter). Each member of the Audit Committee qualifies as
independent under the applicable SEC rules and Nasdaq rules. The Board has determined that Kenton
R. Bowen qualifies as an audit committee financial expert as defined in the SEC rules. Each member
of the Compensation Committee qualifies as independent under the applicable Nasdaq rules.
72
Because the family of Si Sokol beneficially owns a majority of our issued and outstanding common
shares, the Board of Directors has not established a nominating committee or adopted a nominating
committee charter. Instead, the full Board is responsible for identifying and selecting the
nominees for director to be elected at the annual meeting of shareholders.
TRANSACTIONS WITH RELATED PERSONS
Undertaking Agreements
As previously reported, on February 14, 2005, the Company received notification from the SEC that
it was conducting an informal, non-public inquiry regarding the Company. On March 29, 2005, the
Company was notified by the SEC that the informal, non-public inquiry had been converted into a
formal private investigation. On October 23, 2007, the Company and certain of its current officers
(Chief Executive Officer, Chief Financial Officer and Vice President of Specialty Products) each
received a Wells Notice (the Notice) from the staff of the SEC indicating that the staff was
considering recommending that the Commission bring a civil action against each of them for possible
violations of the federal securities laws. The Notice provided the Company and each officer the
opportunity to present their positions to the staff before the staff recommends whether any action
should be taken by the Commission.
On November 16, 2009, the Commission filed settled enforcement actions against the Company and the
Chief Executive Officer that resolve the SEC investigation with respect to them. The settlement
relates to one accounting matter in 2003 and first quarter of 2004: reserving for the Companys
since-discontinued bond program. Under the terms of its settlement with the SEC, the
Company consented, without admitting or denying the allegations in the complaint filed by the
Commission, to the entry of a final judgment permanently enjoining the Company from violating
Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. No fines,
civil penalties or other sanctions were assessed against the Company. Under the terms of his
settlement, the Chief Executive Officer consented, without admitting or denying the allegations in
the complaint filed by the Commission, to the entry of a final judgment permanently enjoining him
from violating Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2
thereunder and from aiding and abetting any violation of Sections 10(b), 13(a), 13(b)(2)(A) and
13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. He also
agreed to pay a $60,000 civil penalty. On November 25, 2009, the settlements were approved by the
United States District Court for the District of Columbia, and became final upon entry by the Court
of the final judgment against the Company and the Chief Executive Officer.
On February 3, 2010, the Company was informed that the staff of the SEC had completed its
investigation as to the Chief Financial Officer and Vice President of Specialty Products and does
not intend to recommend to the Commission any enforcement action against either officer.
Pursuant to separate undertaking agreements dated November 12, 2007 between the Company and John S.
Sokol, Matthew C. Nolan and Stephen J. Toth, each an executive officer of the Company, we have
agreed to advance reasonable legal fees and expenses incurred by each such officer in connection
with the SEC investigation. The undertaking agreements required each officer to repay the amounts
advanced if it was ultimately determined, in accordance with Article Five of the Companys Amended
and Restated Code of Regulations (the Regulations), that the officer did not act in good faith or
in a manner he reasonably believed to be in or not opposed to the best interests of the Company
with respect to the matters covered by the SEC investigation. The Companys board of directors has
determined that none of these officers is required to repay any amounts advanced to him pursuant to
his undertaking agreement for legal fees and expenses incurred in connection with the SEC
investigation. The undertaking agreements are accounted for as guarantee liabilities as more fully
described in Note 4 to the Consolidated Financial Statements included in Item 8 of this Annual
Report on Form 10-K.
The following table sets forth the legal expenses incurred by the Company related to the
undertaking agreements for the fiscal years ended December 31, 2009 and 2008, including amounts
accrued for the guarantee liabilities.
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
John S. Sokol |
|
$ |
(62,663 |
) |
|
$ |
284,718 |
|
Matthew C. Nolan |
|
|
(28,905 |
) |
|
|
203,128 |
|
Stephen J. Toth |
|
|
(55,852 |
) |
|
|
486,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses |
|
$ |
(147,420 |
) |
|
$ |
974,818 |
|
|
|
|
|
|
|
|
The $147,420 aggregate benefit recorded during fiscal year 2009 was primarily related to the net
decrease in the Companys guarantee liability associated with the undertaking agreements as the
Company reduced its guarantee liability to zero at December 31, 2009 based on the resolution of the
SEC investigation (as more fully described in Note 4 to the Consolidated Financial Statements
included in Item 8 of this Annual Report on Form 10-K). For more information concerning the SEC
investigation, see Items 1, 7 and 8 of the Annual Report on Form 10-K.
73
Split-Dollar Agreement
In 1994, we entered into a Split-Dollar Insurance Agreement with a bank, as trustee, for the
benefit of Si Sokol, the Companys founder and former Chairman and Chief Executive Officer, and his
spouse, Barbara K. Sokol, a current beneficial owner of more than 5% of our outstanding common
shares. The trustee has acquired a second-to-die policy on the lives of the insureds, in the
aggregate face amount of $2,700,000. On July 3, 2007, Si Sokol passed away and he was survived by
Barbara K. Sokol. At December 31, 2009 and 2008, we had loaned the trustee $1,135,905 and
$1,060,743, respectively, under this agreement for payment of insurance premiums, which is included
in loans to affiliates in the Companys balance sheet. Amounts loaned by the Company to the
trustee are to be repaid, in full, without interest, from any of the following sources: (1) cash
surrender value of the underlying insurance policies; (2) death benefits; and/or (3) the sale of
15,750 common shares of the Company contributed by Si Sokol to the trust.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
INDEPENDENT AUDITOR FEES
As previously reported, on November 30, 2009, the Audit Committee dismissed Daszkal Bolton LLP
(Daszkal) as the Companys independent registered public accounting firm (independent auditor)
and on December 2, 2009, engaged Skoda Minotti (Skoda) as the Companys independent auditor for
the fiscal year ending December 31, 2009. The following table sets forth (1) the aggregate fees
billed by Skoda for their audit of the 2009 fiscal year and (2) the aggregate fees billed by
Daszkal for their audit of the 2008 fiscal year:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
Audit Fees(1) |
|
$ |
144,000 |
|
|
$ |
206,000 |
|
Audit-Related Fees |
|
|
|
|
|
|
|
|
Tax Fees |
|
|
|
|
|
|
|
|
All Other Fees(2) |
|
|
|
|
|
|
540,933 |
|
|
|
|
|
|
|
|
|
Total Fees |
|
$ |
144,000 |
|
|
$ |
746,933 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Audit Fees consist of the aggregate fees for professional services rendered by the
independent auditor for the audit of the Companys annual consolidated financial statements
and review of the condensed consolidated financial statements included in the Companys
Quarterly Reports on Form 10-Q. For the 2009 fiscal year, the amount shown also includes
fees for Skodas audit of Ohio Indemnitys annual statutory financial statements. For the
2009 fiscal year, the amount shown does not include Daszkals billed fees of (1) $75,000 in
connection with their reviews of the Companys Form 10-Qs for the three quarterly periods
in 2009, (2) $43,202 in connection with their audit work related to the Companys internal
controls under Section 404 of the Sarbanes-Oxley Act prior to SECs extension of the
effective date for non-accelerated filers on October 2, 2009 and (3) $37,500 in connection
with their audit work related to the Companys 2009 annual consolidated financial
statements prior to their dismissal. |
|
(2) |
|
All Other Fees consist of the aggregate fees and expenses billed during the 2008 fiscal
year related to Daszkals responses to certain investigative subpoenas received from the
staff of the SEC in connection with the SEC investigation as more fully described above in
Regulation-SEC Investigation in Item 1 of this Annual Report on Form 10-K and Note 4 to
the Consolidated Financial Statements included in Item 8 of this Annual Report on Form
10-K. These fees and expenses were billed to the Company pursuant to the terms of the
engagement letter between the Company and Daszkal, and included $455,086 for Daszkals
outside counsel, $59,803 for Daszkal employees and $26,044 for former Daszkal employees. |
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the
Pre-Approval Policy), which sets forth the procedures and the conditions pursuant to which
services proposed to be performed by the Companys independent auditor are to be pre-approved.
Under the Pre-Approval Policy, the Audit Committee pre-approves a list of audit and non-audit
services proposed to be performed by the Companys independent auditor for the fiscal year in
connection with the engagement of the independent auditor. The Audit Committee must separately
pre-approve all audit and non-audit services to be performed by the independent auditor that are
not within the scope of the pre-approved list of services for that fiscal year.
Under the Pre-Approval Policy, the Chairman of the Audit Committee has been delegated the authority
to pre-approve audit and non-audit services when the entire Audit Committee is unable to do so.
The Chairman must report all such pre-approvals to the entire Audit Committee at its next scheduled
meeting.
The Audit Committee pre-approved all audit and non-audit services provided to the Company by
Daszkal and Skoda during the 2009 fiscal year.
74
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
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Page in |
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this |
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Report |
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(1) Financial Statements |
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The following financial statements, which are included in Item 8 of Part II of this report: |
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29 |
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30 |
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31 |
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32 |
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34 |
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35 |
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36 |
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(2) Financial Statement Schedules |
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The following financial statement schedules are included in this Item 15 of Part IV of this
report: |
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78 |
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79 |
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All other schedules are omitted because of the absence of conditions under which they are
required or the required information is given in the consolidated financial statements or
notes thereto.
(3) Exhibits
The following exhibits required by Item 601 of Regulation S-K are filed as part of this
report. For convenience of reference, the exhibits are listed according to the numbers
appearing in the Exhibit Table to Item 601 of Regulation S-K:
|
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|
3 |
(a) |
|
Amended and Restated Articles of Incorporation of Bancinsurance Corporation
(reference is made to Exhibit 3(a) of Form 10-K for the fiscal year ended December 31,
1984 (file number 0-8738), which is incorporated herein by reference). |
|
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3 |
(b) |
|
Certificate of Amendment to the Amended and Restated Articles of
Incorporation of Bancinsurance Corporation dated March 10, 1993 (reference is made to
Exhibit 3(b) of Form 10-K for the fiscal year ended December 31, 2001 (file number
0-8738), which is incorporated herein by reference). |
|
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|
|
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3 |
(c) |
|
Amended and Restated Articles of Incorporation of Bancinsurance Corporation
(reflecting amendments through March 10, 1993) (for SEC reporting purposes only)
(reference is made to Exhibit 3(c) of Form 10-K for the fiscal year ended December 31,
2001 (file number 0-8738), which is incorporated herein by reference). |
|
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3 |
(d) |
|
Amended and Restated Code of Regulations of Bancinsurance Corporation
(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). |
|
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4 |
(a) |
|
Indenture dated as of December 4, 2002 by and between Bancinsurance
Corporation and State Street Bank and Trust Company of Connecticut, National
Association (reference is made to Exhibit 4(g) of Form 10-K for the fiscal year ended
December 31, 2002 (file number 0-8738), which is incorporated herein by reference). |
|
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|
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4 |
(b) |
|
Amended and Restated Declaration of Trust dated as of December 4, 2002 by and
among Bancinsurance Corporation, State Street Bank and Trust Company of Connecticut,
National Association, John Sokol, Si Sokol and Sally Cress (reference is made to
Exhibit 4(h) of Form 10-K for the fiscal year ended December 31, 2002 (file number
0-8738), which is incorporated herein by reference). |
75
|
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4 |
(c) |
|
Guarantee Agreement dated as of December 4, 2002 by and between Bancinsurance
Corporation and State Street Bank and Trust Company of Connecticut, National
Association (reference is made to Exhibit 4(i) of Form 10-K for the fiscal year ended
December 31, 2002 (file number 0-8738), which is incorporated herein by reference). |
|
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4 |
(d) |
|
Indenture dated as of September 30, 2003 by and between Bancinsurance
Corporation and JPMorgan Chase Bank (reference is made to Exhibit 4(b) of Form 10-Q
for the fiscal quarter ended September 30, 2003 (file number 0-8738), which is
incorporated herein by reference). |
|
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|
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4 |
(e) |
|
Amended and Restated Declaration of Trust dated as of September 30, 2003 by
and among Bancinsurance Corporation, JPMorgan Chase Bank, Chase Manhattan Bank USA,
National Association, John Sokol, Si Sokol and Sally Cress (reference is made to
Exhibit 4(c) of Form 10-Q for the fiscal quarter ended September 30, 2003 (file number
0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
4 |
(f) |
|
Guarantee Agreement dated as of September 30, 2003 by and between
Bancinsurance Corporation and JPMorgan Chase Bank (reference is made to Exhibit 4(d)
of Form 10-Q for the fiscal quarter ended September 30, 2003 (file number 0-8738),
which is incorporated herein by reference). |
|
|
|
|
|
|
4 |
(g) |
|
Amended and Restated Credit Agreement effective as of June 15, 2006 by and
between Bancinsurance Corporation and Fifth Third Bank of Columbus, Ohio (reference is
made to Exhibit 4.1 of Current Report on Form 8-K filed June 16, 2006 (file number
0-8738), which is incorporated herein by reference). |
|
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|
|
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4 |
(h) |
|
Eleventh Amendment and Restatement of Note effective as of June 15, 2006 by
and between Bancinsurance Corporation and Fifth Third Bank of Columbus, Ohio
(reference is made to Exhibit 4.2 of Form 8-K filed June 16, 2006 (file number
0-8738), which is incorporated herein by reference). |
|
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|
|
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4 |
(i) |
|
First Addendum to Eleventh Amendment and Restatement of Note effective as of
September 27, 2007 by and between Bancinsurance Corporation and Fifth Third Bank
(reference is made to Exhibit 10.1 of Current Report on Form 10-Q filed November 13,
2007 (File No. 0-8738), which is incorporated herein by reference). |
|
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|
10 |
(a) |
|
Amended Tax Allocation Agreement by and between Bancinsurance Corporation
and Ohio Indemnity Company (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)# |
|
Bancinsurance Corporation 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). |
|
|
|
|
|
|
10 |
(c)# |
|
Bancinsurance Corporation 2002 Stock Incentive Plan Form of Stock Option Award
Agreement (reference is made to Exhibit 10.1 of Current Report on Form 8-K filed June
6, 2006 (file number 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(d)# |
|
Bancinsurance Corporation 2002 Stock Incentive Plan Form of Restricted Stock Award
Agreement (reference is made to Exhibit 10.1 of Current Report on Form 8-K filed
June 4, 2007 (File No. 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(e)# |
|
Form of Undertaking Agreement dated November 12, 2007 by and between Bancinsurance
Corporation and John S. Sokol, Matthew C. Nolan and Stephen J. Toth (reference is made
to Exhibit 10.2 of Current Report on Form 10-Q filed November 13, 2007 (File
No. 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(f)# |
|
Split Dollar Insurance Agreement, dated June 20, 1994, between Bancinsurance
Corporation and Fifth Third Bank of Columbus, as Trustee of the Si and Barbara K.
Sokol Irrevocable Trust dated May 6, 1994 (reference is made to Exhibit 10(p) of Form
10-K for the fiscal year ended December 31, 2007 (file number 0-8738), which is
incorporated herein by reference). |
|
|
|
|
|
|
10 |
(g)# |
|
Split Dollar Insurance Agreement Collateral Assignment, dated June 21, 1994, by and
between Bancinsurance Corporation and Fifth Third Bank of Columbus, Trustee of the Si
and Barbara K. Sokol Irrevocable Trust dated May 6, 1994 (reference is made to
Exhibit 10(q) of Form 10-K for the fiscal year ended December 31, 2007 (file number
0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(h) |
|
Commercial Lease Agreement between Ohio Indemnity Company and 250 East Broad
Street Properties, LLC, dated August 11, 2008 (reference is made to Exhibit 10.1 of
Current Report on Form 8-K filed on August 20, 2008 (file number 0-08738), which is
incorporated herein by reference). |
|
|
|
|
|
|
10 |
(i)# |
|
Amended and Restated Bancinsurance Corporation 2002 Stock Incentive Plan effective
as of January 1, 2009 (reference is made to Exhibit 10.1 of Current Report on
Form 10-Q filed October 31, 2008 (file number 0-8738), which is incorporated herein by
reference). |
76
|
|
|
|
|
|
10 |
(j)# |
|
First Amendment to Bancinsurance Corporation 1994 Stock Option Plan effective as of
January 1, 2009 (reference is made to Exhibit 10.2 of Current Report on Form 10-Q
filed October 31, 2008 (file number 0-8738), which is incorporated herein by
reference). |
|
|
|
|
|
|
10 |
(k)# |
|
Summary of Bancinsurance Corporation 2008 Fiscal Year Executive Officer Bonus Plan
(reference is made to Exhibit 10.1 of Current Report on Form 8-K filed March 7, 2008
(file number 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(l)# |
|
Bancinsurance Corporation 2009 Fiscal Year Executive Officer Bonus Plan (reference
is made to Exhibit 10.1 of Current Report on Form 8-K filed March 5, 2009 (file number
0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
21 |
* |
|
Subsidiaries of the Registrant as of December 31, 2009. |
|
|
|
|
|
|
23 |
(a)* |
|
Consent of Skoda Minotti. |
|
|
|
|
|
|
23 |
(b)* |
|
Consent of Daszkal Bolton LLP. |
|
|
|
|
|
|
31.1 |
* |
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14 under
the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
31.2 |
* |
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14 under
the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.1 |
* |
|
Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
* |
|
Filed with this Annual Report on Form 10-K. |
|
# |
|
Constitutes a management contract or compensatory plan or arrangement required to
be filed as an exhibit to this Annual Report on Form 10-K. |
(b)
Exhibits |
|
See Item 15(a)(3). |
|
(c)
Financial Statement Schedules |
|
See Item 15(a)(2). |
77
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule I SUMMARY OF INVESTMENTS OTHER
THAN INVESTMENT IN RELATED PARTIES
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A |
|
Column B |
|
|
Column C |
|
|
Column D |
|
|
|
|
|
|
|
Estimated |
|
|
Amount at which |
|
|
|
|
|
|
fair |
|
|
shown in the |
|
Type of Investment |
|
Cost (1) |
|
|
value |
|
|
balance sheet |
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
Governments |
|
$ |
2,321,243 |
|
|
$ |
2,326,863 |
|
|
$ |
2,321,243 |
|
Political subdivisions |
|
|
1,510,730 |
|
|
|
1,574,786 |
|
|
|
1,510,730 |
|
Special revenue and assessments |
|
|
1,349,932 |
|
|
|
1,393,251 |
|
|
|
1,349,932 |
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity |
|
|
5,181,905 |
|
|
|
5,294,900 |
|
|
|
5,181,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
States, territories and
possessions |
|
|
4,068,391 |
|
|
|
4,135,866 |
|
|
|
4,135,866 |
|
Special revenue and assessments |
|
|
65,834,928 |
|
|
|
65,746,941 |
|
|
|
65,746,941 |
|
Taxable municipal bonds |
|
|
500,000 |
|
|
|
479,795 |
|
|
|
479,795 |
|
Corporate debt securities |
|
|
460,851 |
|
|
|
1,015,547 |
|
|
|
1,015,547 |
|
Redeemable preferred stocks |
|
|
148,850 |
|
|
|
194,900 |
|
|
|
194,900 |
|
|
|
|
|
|
|
|
|
|
|
Total available for sale fixed
maturities |
|
|
71,013,020 |
|
|
|
71,573,049 |
|
|
|
71,573,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Non-redeemable preferred stocks: |
|
|
|
|
|
|
|
|
|
|
|
|
Banks, trusts and insurance
companies |
|
|
140,187 |
|
|
|
221,260 |
|
|
|
221,260 |
|
Industrial and miscellaneous |
|
|
549,854 |
|
|
|
652,800 |
|
|
|
652,800 |
|
|
|
|
|
|
|
|
|
|
|
Total non-redeemable preferred stocks |
|
|
690,041 |
|
|
|
874,060 |
|
|
|
874,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks: |
|
|
|
|
|
|
|
|
|
|
|
|
Banks, trusts and insurance
Companies |
|
|
300,997 |
|
|
|
639,750 |
|
|
|
639,750 |
|
Industrial and miscellaneous |
|
|
1,359,120 |
|
|
|
1,479,941 |
|
|
|
1,479,941 |
|
Investment in mutual funds |
|
|
3,424,049 |
|
|
|
4,257,886 |
|
|
|
4,257,886 |
|
|
|
|
|
|
|
|
|
|
|
Total common stocks |
|
|
5,084,166 |
|
|
|
6,377,577 |
|
|
|
6,377,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale equity securities |
|
|
5,774,207 |
|
|
|
7,251,637 |
|
|
|
7,251,637 |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments |
|
|
342,002 |
|
|
|
342,002 |
|
|
|
342,002 |
|
Restricted short-term investments |
|
|
3,410,069 |
|
|
|
3,410,069 |
|
|
|
3,410,069 |
|
Other invested assets |
|
|
715,000 |
|
|
|
715,000 |
|
|
|
715,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
86,436,203 |
|
|
$ |
88,586,657 |
|
|
$ |
88,473,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Original cost of equity securities, adjusted for any write-downs, and, as to fixed maturities
and short-term investments, original cost reduced by repayments, write-downs and adjusted for
amortization of premiums or accrual of discounts. |
78
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
2,966,286 |
|
|
$ |
3,261,413 |
|
|
Unaffiliated investments |
|
|
1,252,501 |
|
|
|
715,000 |
|
|
Investments in subsidiaries (at equity) |
|
|
50,593,380 |
|
|
|
46,392,329 |
|
|
Federal income tax recoverable |
|
|
392,178 |
|
|
|
194,218 |
|
|
Receivable from subsidiaries, net |
|
|
158,446 |
|
|
|
67,691 |
|
|
Dividend receivable from subsidiaries |
|
|
4,916,755 |
|
|
|
|
|
|
Other assets |
|
|
2,793,590 |
|
|
|
2,627,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
63,073,136 |
|
|
|
53,257,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank line of credit |
|
|
3,000,000 |
|
|
|
2,500,000 |
|
|
Trust preferred debt issued to affiliates |
|
|
15,465,000 |
|
|
|
15,465,000 |
|
|
Other liabilities |
|
|
236,417 |
|
|
|
632,589 |
|
|
Shareholders equity |
|
|
44,371,719 |
|
|
|
34,660,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
63,073,136 |
|
|
$ |
53,257,970 |
|
|
|
|
|
|
|
|
79
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Other income |
|
$ |
32,668 |
|
|
$ |
63,783 |
|
Interest expense |
|
|
(815,419 |
) |
|
|
(1,232,243 |
) |
SEC investigation expenses |
|
|
(23,616 |
) |
|
|
(3,289,462 |
) |
Other expenses |
|
|
(855,962 |
) |
|
|
(631,451 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before federal income taxes and equity in earnings of subsidiaries |
|
|
(1,662,329 |
) |
|
|
(5,089,373 |
) |
|
|
|
|
|
|
|
|
|
Federal income tax benefit |
|
|
583,814 |
|
|
|
1,749,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before equity in earnings of subsidiaries |
|
|
(1,078,515 |
) |
|
|
(3,339,718 |
) |
|
|
|
|
|
|
|
|
|
Equity in distributed and undistributed earnings of subsidiaries |
|
|
6,147,245 |
|
|
|
4,701,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,068,730 |
|
|
$ |
1,361,303 |
|
|
|
|
|
|
|
|
80
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,068,730 |
|
|
$ |
1,361,303 |
|
Adjustments to reconcile net income to net cash provided by (used in)
operating activities: |
|
|
|
|
|
|
|
|
Equity in distributed and undistributed net earnings of subsidiaries |
|
|
(6,147,245 |
) |
|
|
(4,701,021 |
) |
Net realized gains from sale of property |
|
|
(4,635 |
) |
|
|
|
|
Depreciation and amortization |
|
|
84,188 |
|
|
|
106,396 |
|
Deferred federal income tax benefit |
|
|
(202,795 |
) |
|
|
(171,478 |
) |
Equity-based compensation expense |
|
|
516,022 |
|
|
|
395,054 |
|
Change in assets and liabilities: |
|
|
|
|
|
|
|
|
Loans to affiliates |
|
|
(75,162 |
) |
|
|
(56,371 |
) |
Accounts receivable/payable from/to subsidiaries |
|
|
(90,755 |
) |
|
|
45,208 |
|
Other assets |
|
|
(138,626 |
) |
|
|
294,447 |
|
SEC investigation expense payable |
|
|
(401,503 |
) |
|
|
(1,598,497 |
) |
Other liabilities |
|
|
48,370 |
|
|
|
(131,447 |
) |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(1,343,411 |
) |
|
|
(4,456,406 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from collection of note receivable |
|
|
|
|
|
|
300,000 |
|
Purchase of available for sale equity securities |
|
|
(500,000 |
) |
|
|
|
|
Purchase of land, property and leasehold improvements |
|
|
(28,523 |
) |
|
|
(76,040 |
) |
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
|
|
(528,523 |
) |
|
|
223,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Acquisition of treasury shares |
|
|
(16,395 |
) |
|
|
|
|
Proceeds from bank line of credit |
|
|
3,000,000 |
|
|
|
2,500,000 |
|
Payments on bank line of credit |
|
|
(2,500,000 |
) |
|
|
|
|
Dividends from subsidiaries |
|
|
3,696,055 |
|
|
|
3,380,005 |
|
Dividends to shareholders |
|
|
(2,602,853 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
1,576,807 |
|
|
|
5,880,005 |
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash |
|
|
(295,127 |
) |
|
|
1,647,559 |
|
|
|
|
|
|
|
|
Cash at beginning of year |
|
|
3,261,413 |
|
|
|
1,613,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year |
|
$ |
2,966,286 |
|
|
$ |
3,261,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid (received) during the year for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
825,711 |
|
|
$ |
1,246,866 |
|
Federal income taxes |
|
$ |
(381,019 |
) |
|
$ |
(1,578,177 |
) |
81
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
|
|
|
Bancinsurance Corporation
|
|
Dated: March 1, 2010 |
By: |
/s/ John S. Sokol
|
|
|
|
John S. Sokol |
|
|
|
Chairman, Chief Executive Officer
and President
(Principal Executive Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: March 1, 2010
|
|
/s/ John S. Sokol
John S. Sokol
Chairman, Chief Executive Officer
and President
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
Dated: March 1, 2010
|
|
/s/ Douglas G. Borror
Douglas G. Borror
|
|
Dated: March 1, 2010
|
|
/s/ Kenton R. Bowen
Kenton R. Bowen
|
|
|
|
|
Director
|
|
|
|
Director |
|
|
|
|
|
|
|
|
|
|
|
Dated: March 1, 2010
|
|
/s/ Stephen P. Close
Stephen P. Close
|
|
Dated: March 1, 2010
|
|
/s/ Daniel D. Harkins
Daniel D. Harkins
|
|
|
|
|
Director
|
|
|
|
Director |
|
|
|
|
|
|
|
|
|
|
|
Dated: March 1, 2010
|
|
/s/ Edward N. Cohn
Edward N. Cohn
|
|
Dated: March 1, 2010
|
|
/s/ Matthew D. Walter
Matthew D. Walter
|
|
|
|
|
Director
|
|
|
|
Director |
|
|
|
|
|
|
|
|
|
|
|
Dated: March 1, 2010
|
|
/s/ Matthew C. Nolan
Matthew C. Nolan
|
|
|
|
|
|
|
|
|
Vice President, Chief
Financial Officer,
Treasurer and Secretary
(Principal Financial Officer
and Principal Accounting
Officer) |
|
|
|
|
|
|
82
INDEX OF EXHIBITS
The following exhibits required by Item 601 of Regulation S-K are filed as part of this report.
For convenience of reference, the exhibits are listed according to the numbers appearing in the
Exhibit Table to Item 601 of Regulation S-K:
|
|
|
|
|
Exhibit No. |
|
Description |
|
3 |
(a) |
|
Amended and Restated Articles of Incorporation of Bancinsurance Corporation (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) |
|
Certificate of Amendment to the Amended and Restated Articles of Incorporation of
Bancinsurance Corporation dated March 10, 1993 (reference is made to Exhibit 3(b) of Form
10-K for the fiscal year ended December 31, 2001 (file number 0-8738), which is
incorporated herein by reference). |
|
|
|
|
|
|
3 |
(c) |
|
Amended and Restated Articles of Incorporation of Bancinsurance Corporation (reflecting
amendments through March 10, 1993) (for SEC reporting purposes only) (reference is made to
Exhibit 3(c) of Form 10-K for the fiscal year ended December 31, 2001 (file number 0-8738),
which is incorporated herein by reference). |
|
|
|
|
|
|
3 |
(d) |
|
Amended and Restated Code of Regulations of Bancinsurance Corporation (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). |
|
|
|
|
|
|
4 |
(a) |
|
Indenture dated as of December 4, 2002 by and between Bancinsurance Corporation and
State Street Bank and Trust Company of Connecticut, National Association (reference is made
to Exhibit 4(g) of Form 10-K for the fiscal year ended December 31, 2002 (file number
0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
4 |
(b) |
|
Amended and Restated Declaration of Trust dated as of December 4, 2002 by and among
Bancinsurance Corporation, State Street Bank and Trust Company of Connecticut, National
Association, John Sokol, Si Sokol and Sally Cress (reference is made to Exhibit 4(h) of
Form 10-K for the fiscal year ended December 31, 2002 (file number 0-8738), which is
incorporated herein by reference). |
|
|
|
|
|
|
4 |
(c) |
|
Guarantee Agreement dated as of December 4, 2002 by and between Bancinsurance
Corporation and State Street Bank and Trust Company of Connecticut, National Association
(reference is made to Exhibit 4(i) of Form 10-K for the fiscal year ended December 31, 2002
(file number 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
4 |
(d) |
|
Indenture dated as of September 30, 2003 by and between Bancinsurance Corporation and
JPMorgan Chase Bank (reference is made to Exhibit 4(b) of Form 10-Q for the fiscal quarter
ended September 30, 2003 (file number 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
4 |
(e) |
|
Amended and Restated Declaration of Trust dated as of September 30, 2003 by and among
Bancinsurance Corporation, JPMorgan Chase Bank, Chase Manhattan Bank USA, National
Association, John Sokol, Si Sokol and Sally Cress (reference is made to Exhibit 4(c) of
Form 10-Q for the fiscal quarter ended September 30, 2003 (file number 0-8738), which is
incorporated herein by reference). |
|
|
|
|
|
|
4 |
(f) |
|
Guarantee Agreement dated as of September 30, 2003 by and between Bancinsurance
Corporation and JPMorgan Chase Bank (reference is made to Exhibit 4(d) of Form 10-Q for the
fiscal quarter ended September 30, 2003 (file number 0-8738), which is incorporated herein
by reference). |
|
|
|
|
|
|
4 |
(g) |
|
Amended and Restated Credit Agreement effective as of June 15, 2006 by and between
Bancinsurance Corporation and Fifth Third Bank of Columbus, Ohio (reference is made to
Exhibit 4.1 of Current Report on Form 8-K filed June 16, 2006 (file number 0-8738), which
is incorporated herein by reference). |
|
|
|
|
|
|
4 |
(h) |
|
Eleventh Amendment and Restatement of Note effective as of June 15, 2006 by and between
Bancinsurance Corporation and Fifth Third Bank of Columbus, Ohio (reference is made to
Exhibit 4.2 of Form 8-K filed June 16, 2006 (file number 0-8738), which is incorporated
herein by reference). |
|
|
|
|
|
|
4 |
(i) |
|
First Addendum to Eleventh Amendment and Restatement of Note effective as of
September 27, 2007 by and between Bancinsurance Corporation and Fifth Third Bank (reference
is made to Exhibit 10.1 of Current Report on Form 10-Q filed November 13, 2007 (File
No. 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(a) |
|
Amended Tax Allocation Agreement by and between Bancinsurance Corporation and Ohio
Indemnity Company (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)# |
|
Bancinsurance Corporation 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). |
|
|
|
|
|
|
10 |
(c)# |
|
Bancinsurance Corporation 2002 Stock Incentive Plan Form of Stock Option Award Agreement
(reference is made to Exhibit 10.1 of Current Report on Form 8-K filed June 6, 2006 (file
number 0-8738), which is incorporated herein by reference). |
83
|
|
|
|
|
Exhibit No. |
|
Description |
|
10 |
(d)# |
|
Bancinsurance Corporation 2002 Stock Incentive Plan Form of Restricted Stock Award
Agreement (reference is made to Exhibit 10.1 of Current Report on Form 8-K filed June 4,
2007 (File No. 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(e)# |
|
Form of Undertaking Agreement dated November 12, 2007 by and between Bancinsurance
Corporation and John S. Sokol, Matthew C. Nolan and Stephen J. Toth (reference is made to
Exhibit 10.2 of Current Report on Form 10-Q filed November 13, 2007 (File No. 0-8738),
which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(f)# |
|
Split Dollar Insurance Agreement, dated June 20, 1994, between Bancinsurance Corporation
and Fifth Third Bank of Columbus, as Trustee of the Si and Barbara K. Sokol Irrevocable
Trust dated May 6, 1994 (reference is made to Exhibit 10(p) of Form 10-K for the fiscal
year ended December 31, 2007 (file number 0-8738), which is incorporated herein by
reference). |
|
|
|
|
|
|
10 |
(g)# |
|
Split Dollar Insurance Agreement Collateral Assignment, dated June 21, 1994, by and
between Bancinsurance Corporation and Fifth Third Bank of Columbus, Trustee of the Si and
Barbara K. Sokol Irrevocable Trust dated May 6, 1994 (reference is made to Exhibit 10(q) of
Form 10-K for the fiscal year ended December 31, 2007 (file number 0-8738), which is
incorporated herein by reference). |
|
|
|
|
|
|
10 |
(h) |
|
Commercial Lease Agreement between Ohio Indemnity Company and 250 East Broad Street
Properties, LLC, dated August 11, 2008 (reference is made to Exhibit 10.1 of Current Report
on Form 8-K filed on August 20, 2008 (file number 0-08738), which is incorporated herein by
reference). |
|
|
|
|
|
|
10 |
(i)# |
|
Amended and Restated Bancinsurance Corporation 2002 Stock Incentive Plan effective as of
January 1, 2009 (reference is made to Exhibit 10.1 of Current Report on Form 10-Q filed
October 31, 2008 (file number 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(j)# |
|
First Amendment to Bancinsurance Corporation 1994 Stock Option Plan effective as of
January 1, 2009 (reference is made to Exhibit 10.2 of Current Report on Form 10-Q filed
October 31, 2008 (file number 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(k)# |
|
Summary of Bancinsurance Corporation 2008 Fiscal Year Executive Officer Bonus Plan
(reference is made to Exhibit 10.1 of Current Report on Form 8-K filed March 7, 2008 (file
number 0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
10 |
(l)# |
|
Bancinsurance Corporation 2009 Fiscal Year Executive Officer Bonus Plan (reference is
made to Exhibit 10.1 of Current Report on Form 8-K filed March 5, 2009 (file number
0-8738), which is incorporated herein by reference). |
|
|
|
|
|
|
21 |
* |
|
Subsidiaries of the Registrant as of December 31, 2009. |
|
|
|
|
|
|
23 |
(a)* |
|
Consent of Skoda Minotti. |
|
|
|
|
|
|
23 |
(b)* |
|
Consent of Daszkal Bolton LLP. |
|
|
|
|
|
|
31.1 |
* |
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. |
|
|
|
|
|
|
31.2 |
* |
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. |
|
|
|
|
|
|
32.1 |
* |
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|
|
|
* |
|
Filed with this Annual Report on Form 10-K. |
|
# |
|
Constitutes a management contract or compensatory plan or arrangement required to
be filed as an exhibit to this Annual Report on Form 10-K. |
84