FPIC INSURANCE GROUP INC
10-Q, 1998-05-15
LIFE INSURANCE
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<PAGE>  1

                                 United States
                          SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                   Form 10-Q
 (Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the  quarterly  period  ended March 31,  1998 or [ ] Transition
report  pursuant to Section 13 or 15(d) of the  Securities  Exchange Act of1934
for the transaction period from
____________to ___________.

Commission file number 1-11983

                      FPIC Insurance Group, Inc.
                  (Exact name of registrant as specified in its charter)

         Florida                                              59-3359111
(State or other jurisdiction                                  (IRS Employer
of incorporation of organization)                    Identification No.)

1000 Riverside Avenue, Suite 800,  Jacksonville,  FL 32204(Address of principal
executive offices) (Zip Code)

(904)  354-5910
(Registrant's telephone number,
including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such filing
requirements for the past 90 days. Yes ___X___ No ______

As of April 17,  1998 there were  9,209,031  shares of the  registrant's common
stock outstanding.


<PAGE>   2



Table of Contents
<TABLE>


<S>                                                                   <C>

Part I - Financial Information

         Item 1.  Consolidated Financial Statements (unaudited)
         of FPIC Insurance Group, Inc. and Subsidiaries:

         Consolidated Balance Sheets.................................. 3

         Consolidated Statements of Income............................ 4

         Consolidated Statements of Cash Flows........................ 5

         Notes to the Consolidated Financial Statements............... 6

         Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations............... 10

Part II - Other Information

         Item 1.  Legal Proceedings.................................. 13

         Item 2.  Changes in Securities.............................. 13

         Item 3.  Defaults Upon Senior Securities.................... 13

         Item 4.  Submission of Matters to a Vote of Security Holders.13

         Item 5.  Other Information.................................. 13

         Item 6.  Exhibits and Reports on Form 8-K................... 13

Signatures........................................................... 14

                                   
</TABLE>
                                   2


<PAGE>   3


                                              FPIC Insurance Group, Inc.
                                              Consolidated Balance Sheets
                                                                            
<TABLE>
<CAPTION>
                                                                            3/31/98                      12/31/97
                                                                   =========================     ========================
                                                                    (unaudited)
<S>                                                                      <C>                          <C>

Assets
     Bonds and U.S. Government securities:
         Available-for-sale, at fair value ........................       $284,203,320                 $259,574,210
     Common stocks, at fair value .................................          2,583,502                    2,540,735
     Real estate investments ......................................          4,796,916                    4,571,465
     Other invested assets ........................................          2,000,000                    2,000,000
                                                                   -------------------------     ------------------------

    Total Investments                                                      293,583,738                  268,686,410

      Cash and cash equivalents ...................................          4,165,319                    7,679,822
      Premiums receivable, net ....................................         22,281,342                   17,924,658
      Accrued investment income ...................................          5,016,217                    3,740,979
      Reinsurance recoverable on paid losses ......................          1,003,183                      866,149
      Due from reinsurers on unpaid losses and advance premiums ...         13,666,044                   14,115,000
      Deposits with reinsurers ....................................            403,089                   18,070,341
      Property and equipment, net of accumulated depreciation .....          2,221,413                    1,982,898
      Deferred policy acquisition costs ...........................          1,852,058                    1,411,420
      Deferred income taxes .......................................          9,061,201                    8,937,094
      Finance charge receivable ...................................            448,973                      281,217
      Prepaid expenses ............................................            385,566                      423,328
      Intangible assets ...........................................          7,068,849                    7,173,841
      Other assets ................................................          1,558,696                    1,556,594
                                                                 -------------------------     ------------------------

     Total Assets                                                         $362,715,688                 $352,849,751
                                                                 =========================     ========================

Liabilities and Shareholders' Equity

Liabilities
       Loss and loss adjustment expense reserves ..................       $190,490,000                 $188,086,000
       Unearned premiums ..........................................         36,947,299                   28,217,537
       Paid in advance and unprocessed ............................          1,070,686                    4,782,835
       Short term debt ............................................          2,000,000                    2,000,000
       Federal income tax payable .................................          2,858,812                    2,735,527
       Accrued expenses and other liabilities .....................          4,196,481                    6,963,432
                                                                 -------------------------     ------------------------
     Total Liabilities                                                     237,563,278                  232,785,331
                                                                 -------------------------     ------------------------

Shareholders' Equity
        Preferred stock, $.10 par value, 50,000,000 shares authorized;
             no shares issued and outstanding .....................               -                             -
        Common stock, $.10 par value: 25,000,000 shares authorized;
             9,209,031 and 9,179,581 shares issued and outstanding
             in 1998 and 1997, respectively .......................            920,903                      917,958
        Additional paid-in capital ................................         26,064,940                   25,789,144
        Accumulated total other comprehensive income, net
              unrealized gain on investments ......................          3,658,440                    3,634,299
        Retained earnings .........................................         94,508,127                   89,723,019
                                                                  -------------------------     ------------------------

     Total Shareholders' Equity                                            125,152,410                  120,064,420
                                                                  -------------------------     ------------------------

     Total Liabilities and Shareholders' Equity                           $362,715,688                 $352,849,751
                                                                  =========================     ========================
</TABLE>

 See accompanying notes.
                                                                          3
<PAGE>   4



                                                  FPIC Insurance Group, Inc.
                                             Consolidated Statements of Income
                                                        (Unaudited)
<TABLE>
<CAPTION>

                                                                                     Three months ended March 31
                                                                        ======================================================
                                                                                    1998                         1997
                                                                        =========================     ========================
<S>                                                                             <C>                          <C>

Revenues
     Net premiums earned ...............................................        $17,855,299                  $15,490,017
     Net investment income .............................................          4,339,754                    4,060,746
     Net realized investment losses ....................................            (14,722)                     (12,927)
     Claims administration fees ........................................          2,589,999                    1,823,981
     Commission income .................................................            226,104                      202,834
     Other income ......................................................            490,246                      457,096
                                                                         -------------------------     ------------------------

                     Total revenues ....................................         25,486,680                   22,021,747
                                                                         -------------------------     ------------------------


Expenses
     Net losses and loss adjustment expenses ...........................         14,517,950                   13,161,836
     Other operating expenses ..........................................          1,817,188                    1,674,723
     Claims administration expenses ....................................          2,448,125                    1,868,822
                                                                          -------------------------     ------------------------

                      Total expenses ...................................         18,783,263                   16,705,381
                                                                          -------------------------     ------------------------


     Income before income taxes ........................................          6,703,417                    5,316,366

     Income taxes ......................................................          1,918,309                    1,525,800
                                                                           -------------------------     ------------------------


                       Net income ......................................         $4,785,108                   $3,790,566
                                                                           =========================     ========================

                      Basic earnings per common share ..................              $0.52                        $0.42
                                                                           =========================     ========================

                      Diluted earnings per common share ................              $0.50                        $0.41
                                                                           =========================     ========================


                      Basic weighted average shares outstanding ........          9,199,975                    9,007,357
                                                                           =========================     ========================

                      Diluted weighted average shares outstanding ......         9,646,467                    9,313,028
                                                                           =========================     ========================
</TABLE>

 See accompanying notes.
                                                                             4
<PAGE>   5

                                                FPIC Insurance Group, Inc.
                                          Consolidated Statements of Cash Flows
                                                     (Unaudited)
<TABLE>
<CAPTION>

                                                                             Three months ended March 31
                                                                  ======================================================
                                                                               1998                         1997
                                                                  =========================     ========================
<S>                                                                       <C>                           <C>

Cash flows from operating activities
     Net income                                                            $4,785,108                   $3,790,566
     Adjustments to reconcile net income to net cash provided
          by operating activities:
                Depreciation and amortization expense                         442,860                      553,908
                Realized losses on investments                                 14,722                       12,927
                Net earnings from equity investment                           (24,612)                           0
                Deferred income taxes                                        (137,106)                     486,401
                Changes in assets and liabilities:
                        Premiums receivable                                (4,356,684)                  (6,242,505)
                        Accrued investment income                          (1,275,238)                    (973,363)
                        Reinsurance recoverable on paid losses               (137,034)                    (144,409)
                        Due from reinsurers on unpaid losses
                             and advance premiums                             448,956                      663,224
                        Deposits with reinsurers                           17,667,252                     (730,659)
                        Deferred policy acquisition costs                    (440,638)                    (486,541)
                        Other assets                                           (2,102)                    (487,881)
                        Prepaid expenses and finance charge receivable       (129,994)                     164,654
                        Loss and loss adjustment expense reserves           2,404,000                    6,965,000
                        Unearned premiums                                   8,729,762                   10,780,015
                        Paid in advance and unprocessed                    (3,712,149)                  (4,147,047)
                        FIGA accrual                                                0                     (536,311)
                        Federal income tax payable                            123,285                            0
                        Accrued expenses and other liabilities             (2,766,951)                    (725,753)
                                                                 -------------------------     ------------------------

                 Net cash provided by operating activities                 21,633,437                    8,942,226
                                                                 -------------------------     ------------------------

 Cash flows from investing activities
     Proceeds from sale or maturity of securities available-for-sale       14,941,748                   27,597,845
     Purchase of securities available-for-sale                            (39,741,183)                 (36,505,692)
     Purchase of goodwill                                                           0                     (960,616)
     Purchase of real estate investments                                     (251,378)                    (150,140)
     Purchase of subsidiary's net other assets                                      0                     (289,384)
     Purchase of property and equipment, net                                 (375,868)                    (124,988)
                                                                  -------------------------     ------------------------

                Net cash used in investing activities                     (25,426,681)                 (10,432,975)
                                                                  -------------------------     ------------------------

Cash flows from financing activities
     Issuance of common stock, net                                            278,741                       29,699
                                                                  -------------------------     ------------------------

               Net cash provided by financing activities                      278,741                       29,699
                                                                  -------------------------     ------------------------

               Net decrease in cash                                        (3,514,503)                  (1,461,050)

     Cash and cash equivalents, beginning of period                         7,679,822                    5,463,096
                                                                  -------------------------     ------------------------

               Cash and cash equivalents, end of period                    $4,165,319                   $4,002,046
                                                                  =========================     ========================

Supplemental disclosure of cash flow information:
      Federal income taxes paid                                            $1,975,000                     $975,356
      Interest paid                                                           $53,654                           $0
</TABLE>

 See accompanying notes.
                                                                             5

<PAGE>   6

                          FPIC  INSURANCE GROUP, INC.

                 Notes to the Consolidated Financial Statements
                                (Unaudited)

1.  Basis of Presentation

FPIC  Insurance  Group,  Inc. (the Company) is a Florida  corporation  formed by
Florida  Physicians  Insurance  Company,  Inc.  (FPIC)  to  serve  as a  holding
corporation  for FPIC and other  subsidiaries.  On June 11,  1996,  FPIC and the
Company consummated a Reorganization which generally provided that each share of
common stock of FPIC, par value $1 per share, would be exchanged for five shares
of common stock of the Company, par value $.10 per share.

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of the Company and its subsidiaries,  FPIC, FPIC Insurance Agency,  and
McCreary Corporation, including its subsidiary, Employers Mutual, Inc., and have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial  information and with instructions to Form 10-Q and Article 10
of Regulation S-X.  Accordingly,  they do not include all of the information and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial statements. In the opinion of management, all adjustments,  consisting
of normal recurring accruals,  considered necessary for a fair presentation have
been included. Operating results for the three-month period ended March 31, 1998
are not necessarily  indicative of the results that may be expected for the year
ending  December 31, 1998.  These  consolidated  financial  statements and notes
should be read in conjunction  with the financial  statements and notes included
in the audited  consolidated  financial  statements  of the Company for the year
ended  December  31,  1997,  which were filed with the  Securities  and Exchange
Commission on Form 10-K on March 26, 1998.

2.  Loss and Loss Adjustment Expense Liability

The liability for loss and loss adjustment expenses represents management's best
estimate of the ultimate cost of all losses  incurred but unpaid.  The estimated
liability is continually reviewed and any adjustments which become necessary are
included in current income. Incurred losses and loss adjustment expenses for the
three-month periods ended March 31, 1998 and 1997 were principally determined by
considering  prior loss  experience,  loss trends,  the Company's loss retention
levels, and changes in frequency and severity of claims.

3.  Income Taxes

Income taxes were accounted for under the asset and liability method. Income tax
expense  differs  from the normal  relationship  to financial  statement income
principally because of tax exempt interest income.

                                   6
<PAGE>   7



4.  Investments

Proceeds  from sales of  investments  available-for-sale  were  $14,941,748 and
$27,597,845 during the three months ended March 31, 1998 and 1997, respectively.

Gross  realized  gains  and  (losses)  from  sales of debt  securities based on
specific  identification,  were $81 and ($14,803); and $20,268 and ($33,195)for
the three months ended March 31, 1998 and 1997, respectively.

The  amortized  cost  of  investments  in  securities   available-for-sale  was
$281,200,397  and  $256,523,717  as of March 31,  1998 and  December  31, 1997,
respectively.

5.  Business Acquisitions

On  July  1,  1995,  McCreary   Corporation  acquired  the  assets of  McCreary
Enterprises, Inc., a Florida third party administrator, for a cost of $2,000,000
plus certain additional payments based upon earnings.  The acquisition agreement
specified  additional  payments,  based upon earnings,  to be made to the seller
from  1996  through  2000.  Since  projected  earnings  were  attained  for  the
twelve-month period ended June 30, 1997, the Company paid an additional $900,000
in 1997.

On January 17, 1997, McCreary Corporation acquired all of the outstanding common
stock of Employers Mutual, Inc. (EMI), a Florida third party administrator, for
a cost of $1,250,000 plus certain additional  payments based upon earnings.  The
acquisition agreement specified additional payments,  based upon earnings, to be
made to the selling  shareholders  from 1997 through  2000.  Since the projected
earnings for EMI were attained for the  twelve-month  period ended December 31,
1997, the Company paid an additional $250,000 in 1998.

The remaining payments for these two acquisitions are as follows:
<TABLE>
<CAPTION>

                  McCreary       EMI
<S>               <C>        <C>

         1998     800,000          0
         1999     700,000    250,000
         2000     600,000    250,000
         2001     0          250,000
</TABLE>

These payments are subject to adjustment in accordance with the agreements based
on attainment of projected annual earnings from the date of acquisition  through
2000. No individual  annual payment will exceed the annual earnings,  and may be
reduced if the projected earnings are not attained for that year. The agreements
allow for an additional final payment based on the aggregate  earnings  compared
to the aggregate  projected  earnings during the earnout  period.  The effect of
these  subsequent  payments is to increase the original  purchase  price and the
recorded goodwill.

On July 1, 1997, the Company  purchased 20% of the common stock of APS Insurance
Services,  Inc.  (APS), a Texas  insurance  service  corporation, for a cost of
$2,000,000.  The purchase agreement provides an option to purchase an additional
35% of the  common  stock of APS after  two  years,  allowing  the  Company 55%
ownership. This investment is accounted for under the equity method.

                                   7
<PAGE>   8


On September  22, 1997,  the Company  entered  into an agreement  with Frontier
Insurance Group, Inc. (Frontier) to combine their medical professional liability
businesses in Florida.  Beginning December 1, 1997, and continuing for 12 months
thereafter,  the  Company's  subsidiary,  FPIC,  began  underwriting  Frontier's
Florida book of business.  The cost of the transaction was $3.2 million, and was
paid in the  Company's  common  stock,  with a cash  adjustment  based on actual
results at the end of one year.  The excess of the purchase  price over tangible
assets is included in intangible  assets and will be amortized over the expected
life of this book of  business,  considering  the  Company's  historical policy
renewal rate.  In addition,  the two companies  will  establish a jointly-owned
claims entity in two locations in Florida.

On April  15,  1998,  the  Company  signed a  definitive  agreement  to acquire
Anesthesiologists'  Professional  Assurance Company (APAC), a Florida-domiciled
risk retention  group with a $10 million book of  anesthesiologist professional
liability  business.  The cost of the transaction will be $18 million to be paid
in a combination of cash,  Company stock,  and assumption of debt. In connection
with this transaction, the Company will also acquire a 9.9% interest in American
Professional Assurance Ltd., a reinsurance company and an affiliate of APAC, for
$5.5 million in cash and $3.5 million in non-compete agreements and other fees.

6.  Reinsurance

The Company  presently has excess of loss  reinsurance  contracts  that serve to
limit the Company's maximum loss to $500,000 per occurrence.  To the extent that
any reinsurer is unable to meet its obligations, the Company would be liable for
such  defaulted  amounts  not  covered by letters of credit,  which the Company
obtains from reinsurers that are not designated as authorized reinsurers by the
Florida Department of Insurance.

7.  Commitments and Contingencies

The Company is involved in numerous legal actions arising  primarily from claims
made insurance  policies.  The legal actions  arising from claims made insurance
policies have been considered by the Company in establishing its reserves. While
the outcomes of all legal actions are not presently determinable,  the Company's
management is of the opinion that the  settlement of these actions will not have
a material  adverse  effect on the  Company's  financial  position or results of
operations.

8.  Borrowing Arrangements

The Company  maintains  a  $10,000,000  revolving  credit  facility.  The credit
facility  agreement  terminates on May 31, 1999.  The Company is not required to
maintain  compensating  balances in connection with this credit facility. As of
March 31, 1998, $2,000,000 had been borrowed under this agreement.

                                   8
<PAGE>   9



 9. Reconciliation of Basic and Diluted Earnings Per Share
<TABLE>
<CAPTION>

                                           Three Months        Three Months
                                              Ended               Ended
                                             3/31/98             3/31/97
<S>                                         <C>               <C>

Net income and Income from continuing
  operations                                $4,785,108        $3,790,566

Basic weighted average shares outstanding    9,199,975         9,007,357
Common stock equivalents                       446,492           305,671  
                                             ---------         --------- 
Diluted weighted average shares outstanding  9,646,467         9,313,028

Basic earnings per share                         $0.52             $0.42

Diluted earnings per share                       $0.50             $0.41
</TABLE>


 10. Comprehensive Income

The Company adopted SFAS No. 130 "Reporting  Comprehensive Income" on 
January 1,1998.  Comprehensive  income is divided into net income and other 
comprehensive income. The following represents other comprehensive income for 
the three months ended March 31, 1998 and 1997.
<TABLE>
<CAPTION>

                                                  3/31/98            3/31/97
<S>                                            <C>             <C>

Unrealized gains (losses) on investments,
  net of tax:

Unrealized holding gains (losses) arising
  during period (net of tax of $7,845
  in 1998 and $844,643 in 1997)                $  14,572        $  (1,639,603)

Less:  reclassification adjustment for
   losses realized in net income
  (net of tax of $5,153 in 1998 and
   $4,395 in 1997)                                 9,569                8,532
                                                --------          -----------
Net unrealized gains (losses) (net of tax of
   $12,998 in 1998 and $849,038 in 1997)       $  24,141       $   (1,631,071)

Other comprehensive income                     $  24,141       $   (1,631,071)
</TABLE>

The tax rate used in the presentation above was 34% in 1997 and 35% in 1998.

11.  Reclassification of 1997 presentation

Certain  amounts  for 1997  have  been  reclassified  to  conform  with the 
1998 presentation.

                                   9
<PAGE>   10



                      FPIC Insurance Group, Inc.

                  MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

For purposes of this  management  discussion and analysis,  "Company" refers to
FPIC  Insurance   Group,   Inc.,  a  holding   company,   and  its consolidated
subsidiaries,  "FPIC" refers only to Florida Physicians Insurance Company, Inc.,
and "McCreary" refers to McCreary  Corporation and its wholly-owned  subsidiary,
Employers Mutual,  Inc. (EMI). EMI was acquired on January 17, 1997. All amounts
in this  management  discussion  and  analysis  have been rounded to the nearest
$100,000.

The Company's primary source of revenue is dividends from its subsidiaries. The
primary  sources  of  revenues  for  these  dividends  are  premium  earned and
investment  income  derived from the insurance  operations of FPIC, and fee and
commission  income  from  McCreary  and  FPIC  Insurance  Agency.  The  Company
concentrates on liability insurance products for the healthcare community, with
medical  professional  liability  (MPL) insurance for physicians and dentists as
its primary  product.  The  Company,  through  FPIC,  writes MPL insurance on a
claims-made basis,  which provides  protection to the insured against only those
claims that arise out of incidents  occurring and of which notice to the insurer
is given while coverage is effective.

On January 17, 1997,  McCreary  acquired all of the outstanding  stock of EMI, a
third party  administrator of self-insured  managed care health plans in Florida
and  Texas,  for  $1,250,000,  with  additional  payments  up to $1,000,000  if
specified  earnings  targets  are met over the next four  years.  EMI's  primary
market consists of hospitals and provider-sponsored delivery organizations.

On July 1, 1997, the Company  completed the purchase of a 20 percent interest in
APS Insurance Services,  Inc. (APS) for $2 million,  with the option to purchase
an additional 35 percent after two years.  The primary source of revenue for APS
is fee  income  from its  subsidiary  that  manages  the  business  of a medical
professional liability company domiciled in Texas. This interest will allow FPIC
an opportunity to expand its market potential in Texas.

On December 1, 1997,  the Company  signed an agreement  with Frontier Insurance
Group,  Inc.  (Frontier)  to  combine  their  medical   professional  liability
businesses in Florida.  Beginning December 1, 1997, and continuing for 12 months
thereafter,  the  Company's  subsidiary,  FPIC,  began  underwriting Frontier's
Florida book of business.  An initial purchase price of $3.2 million was set and
was paid in Company common stock, with a cash adjustment based on actual results
at the  end of one  year.  In  addition,  the two  companies  will  establish a
jointly-owned claims entity in two locations in Florida.

On April  15,  1998,  the  Company  signed a  definitive  agreement  to acquire
Anesthesiologists'  Professional  Assurance Company (APAC), a Florida domiciled
risk retention group with $10 million of anesthesiologist professional liability
business.  The  cost  of the  transaction  will be $18  million to be paid in a
combination of cash,  Company stock,  and assumption of debt. In connection with
this  transaction,  the Company  will also  acquire a 9.9% interest in American
Professional Assurance Ltd., a reinsurance company and an affiliate of APAC,for
$5.5 million in cash and $3.5 million in non-compete agreements and other fees.

                                   10
<PAGE>   11


The  Company's  financial  position  and  results of  operations are subject to
fluctuations  due to a  variety  of  factors.  Unexpectedly  high frequency  or
severity of losses in any period, particularly in the Company's prior two policy
years,  would  have a  material  adverse  effect on the  Company. Additionally,
reevaluations  of the Company's loss and loss adjustment expense (LAE) reserves
could  result  in an  increase  or  decrease  in  reserves  and a corresponding
adjustment to earnings.  The Company's  historical results of operations are not
necessarily indicative of future results.

Results of  Operations  - Three  Months  Ended March 31, 1998 Compared to Three
Months Ended March 31, 1997.

Premiums

Direct premiums written and assumed increased $2.2 million, or 7.9%, from $27.7
million for the three months ended March 31, 1997 to $29.9 million for the three
months ended March 31, 1998.  Net premiums  earned  increased  $2.4 million, or
15.5%,  from $15.5  million for the three  months ended March 31, 1997 to $17.9
million  for the  three  months  ended  March 31,  1998.  These increases  were
primarily due to an increase in the number of insureds, a rate increase of 7.3%
on  physician  MPL  premiums  effective  January  1, 1998,  $1.7 million of new
premiums  written in Texas and the addition of health premiums of approximately
$0.6 million.

Net Investment Income

Net investment income increased $0.2 million, or 4.9%,from $4.1 million for the
three  months  ended March 31, 1997 to $4.3  million for the three months ended
March 31, 1998. The increase is due to an increase in invested assets, primarily
in tax-exempt securities.

Claims Administration Fees and Commission Income

This  income  is  generated  by  McCreary  and  its   subsidiary,  EMI. Claims
administration fees are revenues generated by McCreary's core business, which is
the  administration of self-insured  programs for large employers,  primarily in
the health and  workers  compensation  area.  Neither  McCreary  nor the Company
assumes any risk on these products; the risk is assumed by each employer and any
excess  coverage  desired  is placed  by  McCreary  with  various  insurers  and
reinsurers.  All the commission  income was generated from the placement of this
excess coverage by McCreary.

Claims administration fees and commission income increased $0.8 million, or 40%,
from $2.0  million for the three months ended March 31, 1997 to $2.8 million for
the three months  ended March 31, 1998.  This  increase is  attributable to the
addition of new contracts.

                                   11
<PAGE>   12



Net Losses and Loss Adjustment Expenses (LAE)

Net losses and LAE increased $0.3 million,  or 2.3%, from $13.2 million for the
three  months  ended March 31, 1997 to $13.5 million for the three months ended
March 31, 1998, reflecting primarily an increase in insured exposures. The loss
and LAE ratios  were 85.0% for the three  months ended March 31, 1997 and 81.3%
for the three  months  ended  March 31,  1998.  The  reserve for losses and LAE
represents management's  conservative best estimates of the ultimate cost of all
losses incurred but unpaid. The estimated liability is continually  reviewed and
any adjustments which become necessary are included in current operations.

Claims Administration Expenses

These expenses relate entirely to the operation of McCreary, and increased $0.5
million,  or 26.3%,  from $1.9 million for the three months ended March 31, 1997
to $2.4 million for the three months  ended March 31, 1998.  This  increase was
primarily attributable to an increase in the core operations of McCreary.

Net Income

Net income  increased  $1.0 million,  or 26.3%, from $3.8 million for the three
months ended March 31, 1997 to $4.8 million for the three months ended March 31,
1998. Diluted earnings per share increased $0.09, or 22.0%,from $0.41 per share
for the  three  months  ended  March  31, 1997 to $0.50 per share for the three
months ended March 31, 1998.

Liquidity and Capital Resources

The payment of losses,  LAE, and  operating  expenses in the ordinary course of
business is the principal need for the Company's liquid funds. Cash used to pay
these items has been provided by operating activities. Cash provided from these
activities  was $21.6  million during the three months ended March 31, 1998 and
was sufficient to meet the Company's needs. Of the $21.6 million, approximately
$17.7  million  related to the  expiration of a finite  reinsurance contract on
December 31, 1997.  The proceeds  were received in the first quarter of 1998 and
were invested in fixed income securities. Management believes these sources will
be  sufficient to meet the  Company's  cash needs for operating  purposes for at
least the next twelve months. However, a number of factors could cause increases
in the dollar amount of losses and LAE paid and may, therefore, adversely affect
future  reserve  development  and cash flow  needs.  Management  believes  these
factors  include,  among  others,  inflation,  changes  in  medical  procedures,
increasing influence of managed care and adverse legislative changes.

The Company maintains a $10 million revolving credit facility (credit facility)
with a Florida lending  institution to meet certain non-operating cash needs as
they may arise. The credit facility terminates May 31, 1999. The Company is not
charged a fee nor is it required to maintain compensating balances in connection
with this credit  facility.  As of March 31, 1998,  the Company had borrowed $2
million against the credit facility for non-operating purposes.

                                   12
<PAGE>   13


Dividends  payable by FPIC to the  Company  are  subject to certain limitations
imposed by Florida law. In 1998, FPIC is permitted, within insurance regulatory
guidelines,  to pay  dividends  to the Company of approximately  $12.4  million
without regulatory approval.

Year 2000

The  advent  of the Year 2000 will pose  significant  issues  for organizations
across the country and will require  consideration of  converting  or replacing
millions of lines of code. The Year 2000 issue exists due to program developers
creating  databases  and  programs  to store and  process a year as a  two-digit
field.  The Company converted its database and reprogrammed its system software
in 1994 and  believes  that it has made all  necessary  known changes to ensure
compliance with the Year 2000.

Important Considerations Related to Forward Looking Statements

This Form 10-Q contains certain forward-looking statements within the meaning of
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  These
forward-looking  statements  may be found  under  "Management's  Discussion and
Analysis  of  Financial  Condition  and Results of  Operations  - General"  and
"Liquidity and Capital  Resources." These statements include or relate to, among
others,  the Company  having  sufficient  liquidity and working  capital.  These
statements are based on current expectations that involve a number of risks and
uncertainties  that are discussed in the above sections.  Primary risks to FPIC
are unexpected increases in frequency for the current policy year and unexpected
increases in severity for the current and prior two policy years.



Part II - Other Information

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K.

         a. Exhibits
            Exhibit (27) - Financial Data Schedule (for SEC use only).
         b. No reports on Form 8-K have been filed  during the quarter for 
            which this report is filed.
                                        13

<PAGE>   14



                              Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934, the
registrant  has duly  caused  this  report  to be signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    FPIC Insurance Group, Inc.



                                    ___/s/ Robert B. Finch______
May 13, 1998                        Robert B. Finch, Senior Vice President,
                                    Chief Financial Officer and Treasurer
                                   (a duly authorized officer and the principal
                                     financial officer of the registrant)

                              14

<TABLE> <S> <C>


<ARTICLE>                     7
<LEGEND>
This schedule contains summary financial information extracted from the 
financial statements of FPIC Insurance Group, Inc. for the three months 
ended March 31, 1998 and is qualified in its entirety by reference to 
such financial statements.
</LEGEND>                      
<MULTIPLIER>                                    1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                          Dec-31-1998
<PERIOD-START>                             Jan-01-1998
<PERIOD-END>                               Mar-31-1998
<DEBT-HELD-FOR-SALE>                           284,203
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                       2,584
<MORTGAGE>                                           0
<REAL-ESTATE>                                    4,796
<TOTAL-INVEST>                                 293,584
<CASH>                                           4,165
<RECOVER-REINSURE>                               1,003
<DEFERRED-ACQUISITION>                           1,852
<TOTAL-ASSETS>                                 362,716
<POLICY-LOSSES>                                190,490
<UNEARNED-PREMIUMS>                             36,947
<POLICY-OTHER>                                   1,071
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                  2,000
                                0
                                          0
<COMMON>                                           921
<OTHER-SE>                                     120,573
<TOTAL-LIABILITY-AND-EQUITY>                   362,716
                                      17,855
<INVESTMENT-INCOME>                              4,340
<INVESTMENT-GAINS>                                 (15)
<OTHER-INCOME>                                   3,306
<BENEFITS>                                      14,518
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                             1,817
<INCOME-PRETAX>                                  6,703
<INCOME-TAX>                                     1,918
<INCOME-CONTINUING>                              4,785
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,785
<EPS-PRIMARY>                                     0.52
<EPS-DILUTED>                                     0.50
<RESERVE-OPEN>                                 188,086
<PROVISION-CURRENT>                             16,590
<PROVISION-PRIOR>                               (3,321)
<PAYMENTS-CURRENT>                                  10
<PAYMENTS-PRIOR>                                10,855
<RESERVE-CLOSE>                                190,490
<CUMULATIVE-DEFICIENCY>                              0
        



</TABLE>


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