SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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(Mark One) |
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ý QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) |
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For the Quarterly Period Ended June 30, 2003 |
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OR |
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o TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) |
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For the Transition Period from to |
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Commission file number 0-23181 |
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PAULA FINANCIAL
(Exact name of registrant as specified in its charter)
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Delaware |
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95-4640368 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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PAULA FINANCIAL |
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(Address of principal executive offices) |
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(626) 844-7100 |
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(Registrant’s telephone number, including area code) |
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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 ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Number of shares of Common Stock, $.01 par value, outstanding as of close of business on July 31, 2002: 6,239,879 shares.
PAULA FINANCIAL
INDEX TO FORM 10-Q
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
PAULA FINANCIAL AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)
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June 30, |
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December
31, |
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(Unaudited) |
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(*) |
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Assets |
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Current Assets: |
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Cash (restricted: 2003, $1,818; 2002, $851) |
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$ |
2,781 |
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$ |
1,290 |
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Accounts receivable, net of allowance for uncollectible accounts (2003, $80; 2002, $140) |
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2,557 |
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875 |
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Commissions receivable |
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1,030 |
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1,284 |
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Income tax receivable |
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— |
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141 |
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Other receivables |
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15 |
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92 |
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Deferred income taxes |
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1,369 |
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1,274 |
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Other assets |
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379 |
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262 |
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8,131 |
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$ |
5,218 |
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Non-Current Assets: |
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Property and equipment, net |
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251 |
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266 |
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Investment in related party |
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703 |
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703 |
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Goodwill |
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2,180 |
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1,452 |
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Other amortizable intangible assets, net |
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2,420 |
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1,194 |
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Deferred income taxes |
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5,047 |
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5,368 |
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Other assets |
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172 |
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99 |
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$ |
18,904 |
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$ |
14,300 |
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Liabilities and Stockholders’ Equity |
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Current Liabilities: |
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Due to underwriters and assureds |
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$ |
4,273 |
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$ |
1,890 |
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Income taxes payable |
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36 |
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— |
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Accounts payable and accrued expenses |
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1,905 |
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1,401 |
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Note payable to bank |
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1,300 |
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1,300 |
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7,514 |
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4,591 |
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Non-Current Liabilities: |
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Accounts payable and accrued expenses |
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2,291 |
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600 |
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Note payable to bank |
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801 |
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1,450 |
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$ |
10,606 |
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$ |
6,641 |
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Stockholders’ Equity: |
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Preferred stock, $0.01 par value. Authorized 4,058,823 shares, none issued and outstanding |
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$ |
— |
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$ |
— |
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Common stock, $0.01 par value (Authorized 15,000,000 shares, issued: 2003 7,113,379; 2002, 7,023,379) |
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71 |
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70 |
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Additional paid-in-capital |
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13,958 |
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68,294 |
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Accumulated earnings (deficit), after January 1, 2003, net of $54,405 deficit eliminated |
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409 |
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(54,405 |
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Unearned compensation |
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(43 |
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(26 |
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Employee loans for stock purchase |
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(220 |
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(397 |
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14,175 |
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13,536 |
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Treasury stock, at cost (2003, 873,500; 2002, 873,500 shares) |
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(5,877 |
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(5,877 |
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8,298 |
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7,659 |
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$ |
18,904 |
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$ |
14,300 |
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* Derived from audited financial statements.
See notes to condensed consolidated financial statements.
2
PAULA FINANCIAL AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands, except share and per share data)
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Three
Months Ended |
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Six Months
Ended |
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2003 |
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2002 |
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2003 |
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2002 |
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(Unaudited) |
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(Unaudited) |
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Income: |
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Commissions |
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$ |
4,052 |
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$ |
2,366 |
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$ |
7,522 |
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$ |
4,932 |
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Contingent commissions |
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117 |
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395 |
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1,182 |
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1,091 |
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Net investment income |
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2 |
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4 |
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4 |
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8 |
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Service fees |
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83 |
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25 |
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158 |
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35 |
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Other |
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45 |
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100 |
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52 |
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106 |
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4,299 |
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2,890 |
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8,918 |
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6,172 |
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Expenses: |
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Salaries and related expenses |
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2,456 |
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1,504 |
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4,802 |
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3,236 |
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Interest expense |
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38 |
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64 |
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81 |
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132 |
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Other expenses |
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1,603 |
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1,096 |
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3,311 |
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2,131 |
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4,097 |
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2,664 |
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