SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual Report Pursuant to Section 13 or 15(d) of
- ----- The Securities Exchange Act of 1934
For the fiscal year ended December 31, 2001
Or
Transition Report Pursuant to Section 13 or 15(d) of
- ----- The Securities Exchange Act of 1934
Commission file number 333-34088
INTEGON RE (BARBADOS), LIMITED
(Exact name of registrant as specified in its charter)
Barbados Not Applicable
(State or other jurisdiction (I.R.S. employer identification
of incorporation or organization) number)
One Financial Place Not Applicable
Collymore Rock (Zip Code)
St. Michael, Barbados, W.I
(Address of principal
executive offices)
Registrant's telephone number, including area code (246) 436-4895
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each
Exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
None
PAGE 2
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 such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X No
---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 1, 2002, was $0.*
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class As of March 1, 2002
----- -------------------
Common Stock, no-par value 1,000,000
*The only outstanding voting stock of the registrant as of March 1,
2002 is held by Integon Corporation.
PAGE 3
PART I
Item 1. BUSINESS
INTRODUCTION
Integon Re (Barbados), Limited (the "Company") was incorporated in Barbados on
January 10, 2000. It became registered in Barbados as an insurer on March 31,
2000. As of the date of this report, it has not commenced its insurance
operations.
The business of the Company will be the assumption of risks under insurance
policies, including primarily automobile and motorcycle insurance policies, sold
through independent insurance agencies reinsured by Motors Insurance Corporation
("MIC") to the extent such policies are attributable to an Integon Account in
respect of which a series of shares is issued and outstanding (the "Policies").
These policies are issued by subsidiaries or affiliates of Integon Corporation
("Integon"), reinsured by MIC, and retroceded to the Company. Shares of the
Company's Participating Stock (the "Shares") will be sold to persons or entities
designated by the insurance agency or agencies with respect to which Integon
maintains an Integon Account. A separate series will be created for Shares
relating to each Integon Account, and a separate "Subsidiary Capital Account"
will be maintained for each such series. The profitability of the Company will
reflect both underwriting and investment experience, which will be allocated
among the Subsidiary Capital Accounts.
THE RETROCESSION
The Retroceding Company. MIC, the retroceding company under the Retrocession
Agreement described below, is a stock insurance company organized under the laws
of Michigan. All of MIC's outstanding stock is owned by GMAC Insurance Holdings,
Inc., a subsidiary of General Motors Acceptance Corporation which, in turn, is a
wholly owned subsidiary of General Motors Corporation. MIC, directly and through
its subsidiaries, offers property and casualty coverages in all 50 states and
the District of Columbia, Canada, Europe, Latin America and Asia Pacific. MIC
consistently has been awarded A.M. Best Company's insurance financial rating of
A + (Superior), one of the highest possible ratings.
The Retrocession Agreement. The Company has entered into a "quota share"
retrocession agreement with MIC (the "Retrocession Agreement") which will become
effective as of the date on which Shares are first issued. Pursuant to
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the Retrocession Agreement, MIC will retrocede to the Company, and the Company
will be obligated to assume, a portion (the "Retrocession Percentage") of MIC's
risks in respect of automobile and motorcycle insurance policies reinsured by
MIC, to the extent that such policies are attributable to an Integon Account in
respect of which a series of Shares is issued, outstanding and in good standing
(the "Policies"), and such Policies are issued or renewed on or after the
effective date of the Retrocession Agreement. The Retrocession Percentage, which
can be either 20%, 30%, 40% or 50%, is established for each Integon Account with
respect to which a series of Shares is issued, outstanding and in good standing.
In return for the Company assuming risks retroceded to it by MIC under the
Retrocession Agreement, MIC will pay to the Company an amount equal to the
Retrocession Percentage multiplied by the gross premiums MIC receives with
respect to the retroceded business, after cancellations reduced by (i) a ceding
commission of 26.5% of such premiums, reduced by the amount of certain service
fees paid to MIC, (ii) any related agents' and brokers' commissions, and (iii)
any U.S. premium excise taxes imposed on such premiums. Net settlements between
the Company and MIC will be made quarterly and accordingly will fluctuate from
quarter to quarter.
The Retrocession Agreement provides that, in the event that the Company redeems
or repurchases a series of Shares, no further risks will be retroceded to the
Company with respect to new or renewal Policies attributable to the Integon
Account related to the redeemed or repurchased Shares that become effective on
or after the effective date of redemption or repurchase. In addition, MIC will
recapture, as of that date, the business retroceded to the Company with respect
to the Integon Account related to such Shares. In consideration of that
recapture, the Company will pay a termination premium to MIC in an amount equal
to the unearned premiums and unpaid losses (discounted under applicable U.S. tax
rules) less deferred acquisition costs ("Termination Premium") on the recaptured
business. This recapture will relieve the Company of any obligations in respect
of risks retroceded to the Company with respect to the Integon Account related
to the Shares before the date of the repurchase or redemption.
The Retrocession Agreement may be terminated as of the beginning of any month by
either party upon not less than 30 days written notice. Upon termination of the
Retrocession Agreement, no further risks will be retroceded to the Company with
respect to new or renewal Policies that become effective on or after the
effective date of termination, and MIC will recapture the retroceded business as
of that date. In consideration of that recapture, the Company will pay a
Termination Premium to MIC on the recaptured business. Termination of the
Retrocession Agreement will
PAGE 5
relieve the Company of any obligations in respect of risks retroceded to the
Company before the date that the Reinsurance Agreement terminated.
Reallocation of Insurance Losses; Retention of Insurance Losses by MIC. The
Company's articles of incorporation generally provide that losses the Company
incurs on the business the Company reinsures that are attributable to an Integon
Account will be allocated to the Subsidiary Capital Account for the Shares
issued with respect to that Integon Account and therefore will reduce the value
of such Shares. However, in certain situations, losses on the business will not
be allocated in this manner. Under the Company's articles, to the extent that
the allocation of losses incurred under the Agreement would result in a
"Combined Ratio" for a Subsidiary Capital Account in excess of 108% for any
calendar year, such losses will be reallocated among the other Subsidiary
Capital Accounts ("Unrelated Accounts"), pro rata, based on relative earned
premium. The Combined Ratio for a Subsidiary Capital Account is equal to the sum
of losses incurred, commission expense, ceding fee and U.S. premium excise taxes
divided by earned premium, to the extent that such amounts are attributable to
the business allocated to the Subsidiary Capital Account. In the event that the
Combined Ratio for each Subsidiary Capital Account for each series of Shares
issued and outstanding is 108% after reallocation of losses, any additional
losses will be reallocated to the Subsidiary Capital Account for the Common
Stock. The Agreement provides that MIC will retain losses that would otherwise
be reallocated to a Unrelated Account pursuant to such reallocation provisions
to the extent that the reallocation of losses would increase the Combined Ratio
for the Unrelated Account for any calendar year by more than 5 percentage
points.
Types of Risks Subject to Retrocession. Risks assumed under the Agreement are
limited to insurance policies issued by subsidiaries or affiliates of Integon
and reinsured by MIC. These policies provide liability, physical damage, and/or
other types of insurance coverage that a consumer may elect.
INVESTMENT INCOME
A major source of income to an insurance company is income earned on the
investment of amounts not currently required for the payment of losses or
expenses. The principal funds available for investment by the Company will come
from accumulated capital and the cumulative excess of premiums collected over
losses and operating expenses paid.
PAGE 6
Pending commencement of the Company's insurance operations, all of the Company's
funds consisting of paid in capital with respect to the Common Stock, are held
in U.S. dollar denominated, short-term time deposits.
Upon commencement of its reinsurance operations, the Company's funds will be
invested in a manner consistent with investment guidelines established by the
Board. The Company is currently permitted to invest in U.S. Treasury and agency
securities, agency and non agency mortgage-backed securities, obligations of
domestic and foreign corporations, asset-backed securities, municipal securities
and money market instruments. The Board will review on a regular basis and,
where appropriate, revise the investment objectives and guidelines for
management of the Company's funds. There can be no assurance, however, as to
whether a particular investment objective, once adopted, can be achieved or that
adverse factors would not cause a decrease in the overall value of the Company's
investment portfolio.
The Company has entered into an investment management agreement with BlackRock
International, Ltd. ("BlackRock") pursuant to which BlackRock will manage the
investment and reinvestment of the Company's fixed income portfolio in
accordance with the Company's investment guidelines. BlackRock is a subsidiary
of BlackRock, Inc. which had approximately $239 billion of assets under
management as of December 31, 2001. BlackRock, Inc. manages assets on behalf of
more than 2,700 institutions and 300,000 individuals through a variety of
equity, fixed income, liquidity and alternative investment, and mutual fund
products. Under the terms of the investment management agreement, BlackRock
charges a management fee calculated as a percentage of the net asset value of
the Company's portfolio managed by BlackRock. The applicable percentage is based
on the aggregate amount of assets managed by BlackRock on behalf of the Company
and certain other related entities. The applicable percentage is tiered on the
first $50 million of assets under management on behalf of the foregoing entities
and lower on all assets in excess of $50 million.
ALLOCATIONS TO SUBSIDIARY CAPITAL ACCOUNTS
The Company has established a Subsidiary Capital Account with respect to the
Common Stock as a class, and will establish such an account with respect to each
series of Shares at the time a series is issued. Subsidiary Capital Accounts are
maintained solely for the purpose of the allocations described below, and do not
serve any other legal or accounting function. None of the Company's assets are
segregated or earmarked with respect to those accounts.
PAGE 7
The consideration received by the Company upon the issuance of a particular
series of Shares and the Common Stock as a class, including any interest earned
on funds while held in the Escrow Account is allocated to the Subsidiary Capital
Account for that series or class. Except as otherwise set forth below, items of
income and expense, and losses, attributable to insurance underwriting
activities are determined and allocated to the Subsidiary Capital Accounts as of
the end of each quarter. Investment experience, and other items of income and
expense, gains and losses and distributions with respect to the Shares and the
Common Stock (collectively, "Capital Stock"), are determined and allocated to
the Subsidiary Capital Accounts as of the end of each quarter.
For purposes of the following discussion, items shall be "related" to the
Subsidiary Capital Account for the series identified with the Integon Account to
which such items can be attributed.
(1) Allocations with respect to underwriting activities are made as follows:
(a) With respect to premiums ceded to the Company, 100% to the related
Subsidiary Capital Account.
(b) With respect to any agents' or brokers' commissions, ceding fees and
commissions, commissions recaptured, unearned premiums, reinsurance
premiums ceded, and any United States excise tax, 100% to the related
Subsidiary Capital Account.
(c) With respect to losses incurred and any amount of losses recovered
through salvage, subrogation, reinsurance recoveries, reimbursement or
otherwise, 100% to the related Subsidiary Capital Account.
(d) With respect to return premiums, 100% to the related Subsidiary
Capital Account.
(e) With respect to any recapture premium or termination premium paid by
the Company to MIC upon partial or complete termination of the
Retrocession Agreement, and with respect to any fees, expenses, or
losses recaptured in connection with such termination, 100% shall be
allocated to the related Subsidiary Capital Account.
(f) Notwithstanding the foregoing, for any calendar year for which a
Subsidiary Capital Account has any earned premium, the amount of
losses incurred on the business retroceded to the Company
PAGE 8
under the Retrocession Agreement (the "Business") which losses would
otherwise be allocable to the Subsidiary Capital Account in accordance
with the preceding paragraphs for such calendar year shall be
allocated, or reallocated, to other Subsidiary Capital Accounts in
accordance with the terms of this paragraph so as to prevent the
Combined Ratio for such Subsidiary Capital Account for such year from
exceeding 108%. Any losses incurred on the Business that would
otherwise be allocable to a Subsidiary Capital Account for a calendar
year and would result in a Combined Ratio for such Subsidiary Capital
Account in excess of 108% shall be allocated to other Subsidiary
Capital Accounts, pro rata, based upon the relative earned premiums of
each Subsidiary Capital Account for the calendar year; provided,
however, that only those Subsidiary Capital Accounts for Shares that
each have a Combined Ratio of less than 108% for the year without
regard to this paragraph will be taken into account for this purpose.
If, as a result of an allocation of losses incurred on the Business as
described in the preceding sentence, a Combined Ratio in excess of
108% otherwise would be created in one or more Subsidiary Capital
Accounts, then the losses incurred on the Business above a 108%
Combined Ratio will be reallocated in the manner provided in the
preceding sentence until all losses incurred on the Business for the
year have been allocated to Subsidiary Capital Accounts for the Shares
or until each Subsidiary Capital Account for the Shares has a Combined
Ratio for the year of 108%. In the event that the Combined Ratio of
each Subsidiary Capital for the Shares is 108% after the application
of the preceding sentences of this paragraph, the losses incurred on
the Business for the calendar year above a Combined Ratio of 108% will
be allocated to the Subsidiary Capital Account for the Common Stock.
No adjustments will be made to the Subsidiary Capital Accounts
rendered for prior quarters during the calendar year to reflect any
allocation of losses required pursuant to this provision, and any such
allocation shall be taken into account solely through entries to the
Subsidiary Capital Accounts for the final quarter of the calendar
year. All allocations and reallocations pursuant to this paragraph
shall be made without giving effect to any allocations made pursuant
to paragraph (g).
(g) With respect to any recovery or offset for losses retained by MIC
pursuant to the terms of the Retrocession Agreement, 100% shall be
allocated to the related Subsidiary Capital Account.
PAGE 9
(2) Any expenses or liabilities attributable to the Company's day-to-day
operations, excluding any United States Federal income taxes, are allocated
among all Subsidiary Capital Accounts for the Shares pro rata in accordance
with the relative earned premiums allocated to those accounts for the
fiscal quarter in which the expense or liability is incurred, provided that
for purposes of such allocation, series of Shares issued at any time during
the twelve calendar months preceding the end of the fiscal quarter in which
the expense or liability is incurred and series with respect to the which
unearned premium is zero as of such fiscal quarter end, shall be excluded.
The allocations set forth in this section of the Company's articles will
not be made for a period of up to twelve months after the Company first
issues Shares because Integon has agreed to bear all of the expenses
identified in this paragraph for the period from the date that Shares are
first issued (the "Issue Date") until the last day of the Company's fiscal
quarter that immediately precedes the twelve month anniversary of the Issue
Date.
(3) Any United States Federal income tax liability (and any interest thereon or
any penalties related thereto) is allocated among the Subsidiary Capital
Accounts based upon the relative contribution of each of those accounts to
the Company's taxable income upon which the tax (or any interest or
penalties) is imposed.
(4) Any expenses or liabilities attributable to the sale and issuance of
Shares, including but not limited to the costs of compliance with
regulations and requirements of the U.S. Securities and Exchange Commission
and state securities laws (but not including ongoing periodic reporting
costs), are allocated to the Subsidiary Capital Account for the Common
Stock; however, Integon may undertake to pay such expenses.
(5) Any of the Company's expenses or liabilities not allocable in the manner
described in paragraphs 2 through 4 above are allocated among the
Subsidiary Capital Accounts on the basis of the relative amount of capital
and surplus attributable to those accounts as of the end of the quarter
preceding the date on which the expense or liability is incurred, provided
that for purposes of such allocation, Subsidiary Capital Accounts with
balances that are less than zero as of the end of the preceding quarter
shall be excluded.
(6) (a) Investment income, net of any direct investment expense, is allocated
among the Subsidiary Capital Accounts, pro rata, based upon the
relative Investment Asset Balance (as defined in subparagraph (b)
below), provided that for purposes of such allocation, Subsidiary
Capital
PAGE 10
Accounts with Investment Asset Balances that are less than zero shall
be excluded. For purposes of these allocations, net investment income
includes realized (but not unrealized) gains and losses.
(b) The Investment Asset Balance of each Subsidiary Capital Account is
equal to the sum of the beginning cash balance in a Subsidiary Capital
Account and the ending cash balance (excluding allocation of any
investment income for the quarter then ending) in such account for a
quarter divided by two. The cash balance in a Subsidiary Capital
Account is equal to the sum of the loss reserves, unearned premium
reserves and capital and surplus less deferred expenses.
(7) (a) Dividends, payments upon redemption or liquidation (described below),
and any other distributions with respect to the Capital Stock are
allocated to the Subsidiary Capital Account for the class or series
with respect to which the dividend, payment or distribution was made.
(b) Where all Shares of a series are redeemed in accordance with our
procedures for redemption, any deficit in the Subsidiary Capital
Account for that series is allocated first to the Subsidiary Capital
Account for the Common Stock and then, any remaining unallocated
deficit is allocated among the Subsidiary Capital Accounts for Shares
with positive balances, pro rata, based upon such balances.
(c) Where all Shares of a series are repurchased by the Company pursuant
to its right of first refusal or redeemed in accordance with our
procedures for redemption, the Subsidiary Capital Account for that
series is terminated and the business previously allocated to the
Subsidiary Capital Account is recaptured by MIC pursuant to the terms
of the Retrocession Agreement.
(8) The Company's articles also provide that if the Company is liquidated, any
deficit existing in any Subsidiary Capital Account is allocated first to
the Subsidiary Capital Account for the Common Stock and then, any remaining
unallocated deficit is allocated among the Subsidiary Capital Accounts for
Shares with positive balances, pro rata, based upon such balances.
The allocations of income and expense, gains and losses, and distributions
described above are subject to approval by the Company's board of directors, and
when finally so approved are considered final and conclusive and will be
PAGE 11
binding on all holders of Shares for all purposes including without limitation
any redemption of Shares pursuant to our procedures for redemption.
The Company's board of directors is authorized to interpret and apply the above
allocation provisions and to adopt additional rules and guidelines as the board
deems appropriate to carry out the intent of these provisions. The board's
interpretations and any additional rules and guidelines adopted will also be
binding on all shareholders.
Barbados insurance law requires that the Company maintain certain levels of net
assets, which for this purpose are calculated without taking into account
unrealized gains or losses. The Company is currently in compliance with these
requirements. However, in the event that the Company is unable to comply with
such requirements in the future, it has the right to reduce the business related
to a Subsidiary Capital Account by retrocession or any other means to the extent
necessary to permit the Subsidiary Capital Account to meet its pro rata share of
the Company's required capital and surplus.
EMPLOYEES
The Company does not have any full-time employees. Rather, the Company relies on
Aon Insurance Managers (Barbados) Ltd. (the "Manager") to handle its day-to-day
operations. (See "Business of the Company-- Insurance Management Agreement,"
below.) In addition, corporate secretarial services for the Company are provided
by Colybrand Company Services Limited of St. Michael, Barbados. The Company's
board of directors and the committees thereof, however, remain responsible for
the establishment and implementation of policy decisions.
COMPETITION
The business of insuring automobile and motorcycle risks is highly competitive,
with many companies seeking to underwrite automobile and motorcycle insurance.
All of the Company's business is currently derived from its retrocession
agreement with MIC. Under this agreement, the Company reinsures insurance
policies issued by subsidiaries and affiliates of Integon. Accordingly, the
volume of the Company's business is dependent on the ability of those companies
to market insurance products. Integon, through its subsidiaries and affiliates,
competes with both large national writers and smaller regional companies in each
state in which they operate. Some of these competitors have, from time to time,
decreased prices in order to gain market share.
PAGE 12
INSURANCE MANAGEMENT AGREEMENT
The Company has entered into an Insurance Management Agreement (the "Management
Agreement") with the Manager, pursuant to which the Manager collects and
disburses funds on behalf of the Company, provides accounting, clerical,
telephone, facsimile, information management and other services for the Company,
and advises and consults with the Company in regard to all aspects of the
Company's retrocession activities. The current Management Agreement is for a
continuous term subject to termination by either party upon 90 days advance
written notice.
Pursuant to the Management Agreement, the Manager has undertaken to maintain an
office in Barbados to perform its duties. Further, during the term of the
Management Agreement and generally for a period of one year thereafter, the
Manager has agreed not to provide management or accounting services for any
other company which, by the nature of its operations, is offering, insuring or
reinsuring automobile insurance policies on a multi-state basis in the United
States. Under the terms of the Management Agreement, the Company is to pay the
Manager a fixed annual fee plus a monthly variable fee based on the number of
outstanding series of Shares at each calendar month end. The Company and the
Manager have agreed that until the Company becomes operational, the Company will
pay the Manager on an hourly basis for services performed on behalf of the
Company. For the year ended December 31, 2001, the Company incurred fees payable
to the Manager in the amount of $15,706.
The Manager is responsible for the payment of the salaries of its officers and
employees and all office and staff overhead and other costs attributable to its
services on the Company's behalf. However, out-of-pocket expenses, such as
telephone, facsimile, postage, courier delivery, travel and other items are
borne by the Company on an expense reimbursement basis.
The Manager performs services similar to those performed for the Company for
several other entities. The Manager has thirteen employees. In addition, the
Manager may draw upon the resources of its affiliates as needed to provide the
services contemplated under the Management Agreement. No employee of the Manager
devotes all of his or her time to the business of the Company. However, the
Manager is obligated to devote all employee time necessary to ensure the
performance of the Manager's duties under the Management Agreement. The Manager
is subject to the control and direction of the Board.
PAGE 13
The Manager was incorporated in Barbados in 1984, and is an affiliate of the Aon
Group of Companies ("Aon"), an international insurance brokerage and insurance
consulting firm. Aon, through its subsidiaries, offers and insures motor vehicle
mechanical service agreements, extended warranty and related coverages with
respect to vehicles sold by automobile dealerships in the United States. Under
the terms of the Management Agreement, the Manager will treat all information
concerning the business of the Company as confidential and will not disclose
such information to Aon or any Aon affiliate without consent of the Company.
BARBADOS REGULATION AND TAXES
The Company's business is subject to regulation under the Barbados Exempt
Insurance Act, 1983, as amended (the "Exempt Insurance Act"). The principal
requirements of the Exempt Insurance Act require the Company to maintain its
principal office in Barbados, appoint various professional advisors, and to meet
certain capitalization and annual reporting requirements with respect to its
operating activities and solvency requirements.
Under the Exempt Insurance Act, no income tax, capital gains tax or other direct
tax or impost is levied in Barbados on the results of the Company's operations
(except as noted below), or on transfers of securities or assets of the Company
to any person who is not a resident of Barbados. The Company has received a
guarantee from the Minister of Finance of Barbados that such benefits and
exemptions will be available for a period ending December 31, 2029. Until
December 31, 2014, the Company will be required to pay an annual licensing fee,
which is currently $2,500, to obtain such guarantee. Thereafter, the Company
will be subject to tax at a rate of 2% on its taxable income provided that the
amount of such tax will not exceed $2,500 per annum.
Item 2. PROPERTIES
The Company neither owns nor maintains any office space or facilities. Rather,
the business office for the Company is provided by the Manager and is located at
One Financial Place, Collymore Rock, St. Michael, Barbados. The Company believes
that these facilities are adequate for its current and anticipated future needs.
In addition, the Manager supplies all equipment for the Company.
Item 3. LEGAL PROCEEDINGS
The Company is not involved in any legal proceedings.
PAGE 14
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the quarter
ended December 31, 2001.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no public market for the Shares or the other shares of the
Capital Stock of the Company, and none is expected to develop.
Transfer of the Shares is restricted by the terms of a Stock Purchase
Agreement and requires approval by the Supervisor of Insurance in
Barbados.
(b) All of the outstanding Common Stock of the Company is held by Integon.
As of March 1, 2002, no Shares have been issued.
(c) Under the Articles of Incorporation, the holders of Shares are
entitled to receive minimum dividends equal to their pro-rata share of
20% of net income attributable to the associated Subsidiary Capital
Account provided (i) the Company meets the Barbados regulatory
requirements without regard to any letter of credit or guarantee, and
(ii) the related Subsidiary Capital Account would also meet those
requirements after giving effect to the dividend. As of March 1, 2002,
the Company has not declared any dividends.
(d) The Board will consider the minimum regulatory capital requirement, a
provision for fluctuations in the value of the Company's investment
portfolio and a provision for adverse development of loss experience
to determine an appropriate minimum capital level and therefore the
amount of dividends to be paid. The Board's objective is to maintain
adequate capital to provide capacity for growth in premium so that
dividends may be paid annually. There can be no assurance that any
dividends will be paid in the future.
Item 6. SELECTED FINANCIAL DATA
The following selected financial data for the year ended December 31, 2001 and
the period from March 20, 2000 (date of incorporation) to December 31, 2000 have
been derived from the Company's audited financial statements.
PAGE 15
December 31,
2001 2000
---- ----
Interest $ 32,595 $ 43,667
---------- ----------
Income $ 32,595 $ 43,667
========== ==========
Total Assets $1,076,262 $1,043,667
Shareholders' Equity 1,076,262 1,043,667
Dividends Paid 0 0
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity. The Company was incorporated on March 20, 2000 and, as of March 1,
2002, has not commenced operations. When it does, its liquidity requirements
will relate to payment of insurance losses, administrative expenses, and
dividends. Premiums generated by the Company's reinsurance business, combined
with investment earnings plus proceeds from the sale of the Company's Shares,
will be its principal sources of funds. The Company believes that such funds
will be sufficient to meet its liquidity requirements in 2002 and in future
years to which its reinsurance liabilities will extend. No capital expenditures
are expected in the forseeable future.
Capital Resources. The Company's capitalization on December 31, 2001 and 2000,
consisted of paid in capital with respect to the Common Stock of $1,000,000, and
earnings retained for use in its business in the amount of $76,262 and $43,667,
respectively. In the future, the Company's capitalization will also include paid
in capital with respect to the Participating Shares, which will range from
$125,000 to $7,500,000 (depending on the number of Participating Shares sold).
Barbados insurance law requires that the Company maintain a minimum
capitalization of $125,000 and, in addition, that the recorded value of the
Company's assets exceed its liabilities by: (a) $125,000 where the Company's
earned premium in the preceding financial year did not exceed $750,000; (b) an
amount equal to 20% of the Company's earned premium for the preceding financial
year, where such income exceeded $750,000 but did not exceed $5,000,000; and (c)
an amount equal to the aggregate of $1,000,000 and 10% of the amount by which
the Company's earned premium for the preceding financial year exceeded
$5,000,000. If the Company's net assets are less than mandated by Barbados law,
the Company has the right to reduce the business related to a Subsidiary
PAGE 16
Capital Account by retrocession or any other means to the extent necessary to
permit the Subsidiary Capital Account to meet its pro rata share of the
Company's required capital and surplus.
Results of Operations. The Company has not commenced operations as of the date
of this report and accordingly, the Company's only income since incorporation
has consisted of investment income earned on paid in capital with respect to the
Common Stock. For the year ended December 31, 2001, the Company's first complete
fiscal year, the Company had $32,595 of investment income. For the period from
the date of incorporation to December 31, 2000, the Company had $43,667 of
investment income. The diminution of investment income for the year ended
December 31, 2001 over the period from the date of incorporation to December 31,
2000 is attributable to lower interest rates prevailing during the year ended
December 31, 2001 compared to the prior period.
Under the terms of the Stock Purchase Agreement between Integon Corporation and
the Company, Integon has agreed to bear (i) all organizational expenses and
liabilities of the Company, (ii) expenses attributable to the registration of
the Shares and initial compliance with federal and state securities and
insurance laws, and (iii) all operational expenses and liabilities attributable
to the Company's day-to day operations for the first year after Shares are first
issued. As of December 31, 2001, the total amount of such expenses borne by
Integon since inception totaled $504,868 (2001 - $104,493 and 2000 - $400,375).
Forward Looking Statements: The foregoing Management Discussion and Analysis
contains various forward looking statements within the meaning of applicable
federal securities laws and are based upon Company's current expectations and
assumptions concerning future events, which are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
anticipated.
Item 7A. QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
As of December 31, 2001, all of the Company's assets were in the form of U.S.
dollar cash deposits and accordingly, the Company's exposure to risk of loss
from changes in exchange rates, interest rates or equity prices was not
material.
PAGE 17
INDEPENDENT AUDITORS' REPORT
To the Shareholder of
INTEGON RE (BARBADOS), LIMITED
One Financial Place
Collymore Rock
St. Michael, Barbados
We have audited the accompanying balance sheets of Integon Re (Barbados),
Limited (the "Company") as of December 31, 2001 and 2000 and the related
statement of operations and retained earnings, changes in shareholder's equity
and cash flows for year ended December 31, 2001 and for the period March 20,
2000 (commencement of operations) to December 31, 2000 (expressed in United
States dollars). These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit[s] in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance that the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of Integon Re (Barbados), Limited as of
December 31, 2001 and 2000 and the results of its operations, changes in
shareholder's equity and cash flows for year ended December 31, 2001 and for the
period March 20, 2000 (commencement of operations) to December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America.
s/Deloitte & Touche
CHARTERED ACCOUNTANTS
Bridgetown, Barbados
February 11, 2002
PAGE 18
INTEGON RE (BARBADOS), LIMITED
BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
(Expressed in United States Dollars)
Note
ASSETS
2001 2000
---- ----
Cash and cash equivalents $1,012,372 $1,005,501
Accrued interest income 86 490
Due from shareholder 63,804 37,676
---------- ----------
Total Assets $1,076,262 $1,043,667
========== ==========
STOCKHOLDER'S EQUITY
Share capital 4
Common shares - no par value
Authorized - an unlimited number of
shares; Issued and outstanding
1,000,000 shares at December 31,
2001 and 2000. $1,000,000 $1,000,000
Retained earnings 76,262 43,667
---------- -----------
Total Shareholder's Equity $1,076,262 $1,043,667
========== ===========
The accompanying notes form an integral part of these financial statements.
PAGE 19
INTEGON RE (BARBADOS), LIMITED
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2001
AND THE PERIOD MARCH 20, 2000 (COMMENCEMENT
OF OPERATIONS) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
2001 2000
---- ----
INCOME
Interest $32,595 $43,667
------- -------
INCOME
for the year/period $32,595 $43,667
RETAINED EARNINGS, beginning of
year/period $43,667 --
------- -------
RETAINED EARNINGS, end of year/period
$76,262 $43,667
======= =======
The accompanying notes form an integral part of these financial statements.
PAGE 20
INTEGON RE (BARBADOS), LIMITED
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2001
AND THE PERIOD MARCH 20, 2000 (COMMENCEMENT
OF OPERATIONS) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
Total
Retained Shareholder's
Share Capital Earnings Equity
BALANCE
at December 31, 2000 $1,000,000 $43,667 $1,043,667
Net Income for the year/period - 32,595 32,595
---------- ------- ----------
BALANCE
at December 31, 2001 $1,000,000 $76,262 $1,076,262
========== ======= ==========
The attached notes form an integral part of these financial statements.
PAGE 21
INTEGON RE (BARBADOS), LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2001 AND FOR
THE PERIOD FROM MARCH 20, 2000 (COMMENCEMENT
OF OPERATIONS) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
2001 2000
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Interest income received $ 32,999 $ 43,177
Expenses paid and recoverable (26,128) (37,676)
---------- ----------
Net cash provided by operating
activities 6,871 5,501
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 0 1,000,000
---------- ----------
INCREASE IN CASH AND CASH EQUIVALENTS,
for the year/period 6,871 1,005,501
CASH AND CASH EQUIVALENTS, end of year/period $1,012,372 $1,005,501
========== ==========
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
Net income $ 32,595 $ 43,667
Change in:
Accrued interest income 404 (490)
Due from shareholder (26,128) (37,676)
---------- ----------
$ 6,871 $ 5,501
========== ==========
The accompanying notes form an integral part of these financial statements.
PAGE 22
INTEGON RE (BARBADOS), LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2001 AND THE
PERIOD MARCH 20, 2000 (COMMENCEMENT
OF OPERATIONS) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
Note 1. NATURE OF BUSINESS
The Company was incorporated on January 10, 2000 under the Laws of
Barbados and is licensed under the Barbados Exempt Insurance Act. The
Company's principal activity will be to assume risks with respect to
property and casualty insurance policies (primarily automobile and
motorcycle) sold to consumers in the United States through independent
insurance agencies.
All of the common shares of the Company are owned by Integon
Corporation (Integon). Integon is an indirect wholly-owned subsidiary
of General Motors Corporation.
Note 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements are stated in United States dollars and
prepared in conformity with accounting principles generally accepted
in the United States of America.
Use of Estimates
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and 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 from these estimates.
Foreign Currency Translation
Foreign currency assets and liabilities are translated into United
States dollars ("U.S.") at the rate of exchange prevailing at the
balance sheet date with any translation adjustments being included in
shareholder's equity. Transactions in foreign currencies are converted
at the rates of exchange prevailing at the date of the transactions
and are included in net income.
The functional currency for the Company is U.S. dollars. Insurance
premiums will be ceded to the Company in U.S. dollars (upon
commencement of reinsurance operations). Investments are generally
made in U.S. dollar denominated securities.
PAGE 23
INTEGON RE (BARBADOS), LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2001 AND THE
PERIOD MARCH 20, 2000 (COMMENCEMENT
OF OPERATIONS) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
Note 3. RELATED PARTY TRANSACTIONS
Total costs incurred on the formation of the company and other
operating expenses through December 31, 2001 were paid by Integon
Corporation and totalled $504,868. (2001 - $104,493 and 2000 -
$400,375). The Company is not obligated to repay these amounts to
Integon Corporation.
Note 4. SHARE CAPITAL
The Company is authorized to issue an unlimited number of shares of
one class without par value to be designated common shares and 30,000
shares of one class without par value to be designated participating
shares. At the balance sheet date, the share capital account consisted
of the following shares which were issued and fully paid.
Issued and Outstanding
------------------------
Number Amount
------ ------
Common shares $1,000,000 $1,000,000
========== ==========
The holder of the common shares shall be entitled to elect five
directors of the Company, one of whom must be a resident citizen in
Barbados. The holders of the participating shares shall be entitled to
elect one director of the Company.
Generally, liquidation of the Company requires approval by at least
75% of the participating shares issued and outstanding.
PAGE 24
INTEGON RE (BARBADOS), LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2001 AND THE
PERIOD MARCH 20, 2000 (COMMENCEMENT
OF OPERATIONS) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
Note 5. SIGNIFICANT AGREEMENTS
Retrocession Agreement
Motor Insurance Corporation (MIC) and the Company are related parties.
All of the common shares of the Company are owned by Integon. Integon
and MIC are both wholly owned subsidiaries of GMAC Insurance Holdings,
Inc., which is a wholly owned subsidiary of General Motors Acceptance
Corporation (GMAC).
Under this Retrocession Agreement, MIC will retrocede to the Company,
when business commences, a portion (the "Retrocession Percentage") of
MIC's risk in respect of certain property and casualty insurance
policies that are reinsured by MIC. The amount of the Company's
liability for any loss paid on a policy is equal to the Retrocession
Percentage multiplied by the amount of the loss. The Retrocession
Percentage, which can be either 20%, 30%, 40% or 50%, is established
for each Integon Account with respect to which a series of
participating shares are issued, outstanding and in good standing. In
return for the Company assuming the risk retroceded to the Company by
MIC under the Retrocession Agreement, MIC pays the Company an amount
equal to the Retrocession Percentage multiplied by the gross premiums
MIC receives with respect to the retroceded business, after
cancellations, reduced by:
(i) a ceding commission which is equal to the amount of such
premiums multiplied by 26.5%, reduced by the amount of certain
service fees paid to MIC;
(ii) any related agents' or brokers' commissions; and
(iii) any U.S. premium excise tax imposed on such premiums.
The Retrocession Agreement may be terminated as of the beginning of
any month by either party upon not less than 30 days written notice.
The Company believes that the Retrocession Agreement contains terms
that are no less favorable to the company than would be obtained in an
arms-length transaction. The Retrocession Agreement provides that
business will be ceded to the company by MIC on a proportional basis
subject to ceding commission of 26.5% which the company believes is
commercially reasonable. The components of the ceding fee are the
following:
(i) 3.5% for premium taxes;
(ii) 11.9% for loss adjustment expenses;
(iii) 10.0% for other operating expenses;
(iv) 1.1% for cash flow adjustment.
PAGE 25
INTEGON RE (BARBADOS), LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2001 AND THE
PERIOD MARCH 20 (COMMENCEMENT
OF OPERATIONS) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
Note 5. SIGNIFICANT AGREEMENTS (CONTINUED)
Investment Management Agreement
The Company has entered into an investment management agreement with
BlackRock International, Ltd. ("BlackRock"). The management agreement
provides that BlackRock will charge a management fee calculated as a
percentage of the net asset value of the Company's portfolio managed
by BlackRock with the applicable percentage based on the aggregate
amount of assets managed by BlackRock on behalf of the Company and
certain other related entities. The applicable percentage is tiered on
the first $50 million of aggregate assets under management and lower
on all assets in excess of $50 million.
Insurance Management Agreement
The Company has entered into an Insurance Management Agreement (the
"Management Agreement") with Aon Insurance Managers (Barbados) Ltd.
(the "Manager").
Under the Management Agreement, the Manager collects and disburses
funds on the Company's behalf, provides accounting, clerical,
telephone, facsimile, information management and other services for
the Company and advises and consults with the Company about all
aspects of the Company's reinsurance activities. Under the terms of
the Management Agreement, the Company will pay the Manager a fixed
annual fee of $70,000 and a variable monthly fee of approximately $44
per series of Shares outstanding. The Manager is responsible for the
payment of salaries of its officers and employees and all office and
staff overhead and other costs attributable to its services on the
Company's behalf. However, the Company will pay all
out-of-pocket-expenses, such as telephone, facsimile, postage, travel
and other items on an expense reimbursement basis. The Management
Agreement may be terminated by either party upon 90 days advance
written notice.
PAGE 26
INTEGON RE (BARBADOS), LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2001 AND THE
PERIOD MARCH 20, 2000 (COMMENCEMENT
OF OPERATIONS) TO DECEMBER 31, 2000
(Expressed in United States Dollars)
Note 6. TAXATION
The Company has received an undertaking from the Barbados Government
exempting it from all local income, profits and gains taxes for a
period of fifteen (15) years from the date of incorporation.
Thereafter, for a further (15) years, the Company will be subject to
tax at a rate of 2% on its taxable income, but the amount of such tax
will not exceed $2,500 per annum.
PAGE 27
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of our current officers and directors:
POSITION WITH US (AND OTHER EMPLOYMENT
NAME AGE DURING PAST FIVE YEARS)
Gary Y. Kusumi................. 55 Chairman and Chief Executive Officer,
President and Director (Director,
Integon, March 1998; President Windsor
Insurance, 1996-1998; President Leader
National Insurance, 1993-1996).
Bernard J. Buselmeier.......... 46 Vice-President and Director (Executive
Vice-President and Chief Financial
Officer, Integon, April 1998;
Vice-President and Treasurer, MIC,
1993-1998, Treasurer, MIC 1989-1993).
Kenneth J. Jakubowski.......... 45 Vice-President and Director
(Vice-President, Integon, May 1997;
Assistant Treasurer, Alexander &
Alexander 1992-1997).
Peter R. P. Evelyn............. 60 Director (Attorney, Evelyn, Gittens &
Farmer, a Barbados law firm, 1987).
Ronald W. Jones................ 49 Vice-President, Finance (Managing
Director, Aon Insurance Managers
(Barbados) Ltd. (previously Alexander
Insurance Managers), 1987).
Michael R. Boyce............... 62 Secretary (Principal, Colybrand Company
Services, Limited, Barbados, 1993;
previously principal, Price Waterhouse,
Eastern Caribbean).
The directors and officers named above will serve in those capacities until the
annual meeting of shareholders following the initial issuance of Shares. After
Shares are first issued, and prior to such meeting, the directors named above
may, but are not obligated to, select an additional director from among the
holders of Shares. Thereafter, all directors will serve until the annual meeting
of shareholders following their election.
Item 11. EXECUTIVE COMPENSATION
No director or officer of the Company is compensated directly for services as
such. However, each director and officer of the Company is reimbursed for
expenses incurred for attendance at Board, committee, and shareholder meetings.
In addition, Mr. Jones is an officer of the Manager, which receives management
fees and compensation
PAGE 28
for financial and administrative services. Mr. Evelyn is a member of the law
firm of Evelyn, Gittens & Farmer, which serves as the Company's Barbados
counsel; and Mr. Boyce is affiliated with Colybrand Company Services Limited,
St. Michael, Barbados, which receives compensation for corporate secretarial
services provided to the Company.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Integon owns all of the issued and outstanding shares of the Common Stock of the
Company, which consists of 1,000,000 shares.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Item 1, THE RETROCESSION, INSURANCE MANAGEMENT AGREEMENT and Item 11,
EXECUTIVE COMPENSATION
Part IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Index to Document List
(1) Financial Statements
The following are included in Item 8:
(i) Independent Auditors' Report.
(ii) Balance Sheets, December 31, 2001 and 2000.
(iii) Statements of Income and Retained Earnings for the year
ended December 31, 2001 and the period from March 20, 2000
to December 31, 2000.
(iv) Statements of Cash Flows for the year ended December 31,
2001 and the period March 20, 2000 to December 31, 2000.
(v) Statement of Changes in Shareholders' Equity for the year
ended December 31, 2001 and the period March 20, 2000 to
December 31, 2000.
(vi) Notes to Financial Statements.
(2) Financial Statement Schedules. Schedules are omitted because of
the absence of the conditions under which they are required or
because the information required is presented in the financial
statements or related notes.
(3) Exhibits. The following exhibits are included in response to
Item 14(c):
3(a) Articles of Incorporation.*
PAGE 29
10(a) Retrocession Agreement between Motors Insurance Corporation and
Registrant.*
10(c) Specimen Stock Purchase Agreement.*
10(d) Stock Purchase Agreement between Registrant and Integon
Corporation.*
10(e) Insurance Management Agreement between Registrant and Aon
Insurance Managers (Barbados) Ltd.*
10(f) Investment Management Agreement between Registrant and BlackRock
International, Ltd.*
99(a) Certification Form.*
* Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File no. 333-34088.
(b) Reports on Form 8-K. No reports on Form 8-K for the quarter ended
December 31, 2001 have been filed.
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.
INTEGON RE (Barbados), LIMITED
(Registrant)
By s/Ronald W. Jones
------------------------------
Ronald W. Jones
Vice-President, Finance
Date: March 22, 2002
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 indicated.
Signature Title Date
s/Gary Y. Kusumi
- ------------------------- Chairman, Chief Executive Officer March 25, 2002
Gary Y. Kusumi President and Director
s/Bernard J. Buselmeier
- ------------------------- Executive Vice-President and March 25, 2002
Bernard J. Buselmeier Director
s/Kenneth J. Jakabowski
- -------------------------
Kenneth J. Jakabowski Vice President and Director March 25, 2002
s/Peter R.P. Evelyn
- -------------------------
Peter R.P. Evelyn Director March 25, 2002
s/Ronald W. Jones
- ------------------------- Vice President Finance, Principal March 22, 2002
Ronald W. Jones Financial and Accounting Officer
PAGE 30
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANT WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT
No annual report or proxy solicitation materials were sent to
shareholders prior to the filing of this report.