<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 SEPTEMBER 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period from .......... to ..........
Commission file number 33-91358, 33-95968
UNITED COMPANIES LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Louisiana 72-0475131
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8545 United Plaza Boulevard
Baton Rouge, Louisiana 70809
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (504) 924-6007
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
----- -----
The number of shares of $2.00 par value common stock issued and
outstanding as of November 3, 1995 was 4,200,528, excluding - 0 - treasury
shares.
================================================================================
<PAGE> 2
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
<S> <C>
Financial Statements:
Consolidated Balance Sheets
September 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Statements of Income
Three months and nine months ended September 30, 1995 and 1994 . . . . . . . . . . . . . . 3
Consolidated Statements of Cash Flows
Nine months ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 5-7
Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-13
Review by Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Independent Accountants' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
PART II - OTHER INFORMATION
Exhibits and Current Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
<PAGE> 3
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30,
1995 December 31,
(UNAUDITED) 1994
---------------- ---------------
<S> <C> <C>
Assets
Investments:
Fixed maturity securities:
Available-for-sale at fair value . . . . . . $ 1,119,197 $ 959,857
Held-to-maturity at amortized cost . . . . . 51,918 57,391
Equity securities at fair value . . . . . . . 985 721
Mortgage loans on real estate . . . . . . . . . 315,515 325,439
Policy loans . . . . . . . . . . . . . . . . . 19,820 20,243
Investment in limited partnerships . . . . . . 24,300 26,672
Short-term investments . . . . . . . . . . . . 21,320 54,664
--------------- --------------
Total investments . . . . . . . . . . . . . 1,553,055 1,444,987
--------------- --------------
Cash . . . . . . . . . . . . . . . . . . . . . . . . 5,723 13,169
Investment in indebtedness of affiliate . . . . . . 10,000 10,000
Accrued investment income . . . . . . . . . . . . . 17,525 15,032
Due from reinsurers . . . . . . . . . . . . . . . . 34,047 34,985
Deferred policy acquisition costs . . . . . . . . . 92,009 91,915
Property - net . . . . . . . . . . . . . . . . . . . 23,387 23,372
Deferred income tax benefit . . . . . . . . . . . . - 17,128
Other assets . . . . . . . . . . . . . . . . . . . 4,517 7,566
--------------- --------------
Total assets . . . . . . . . . . . . . . . . $ 1,740,263 $ 1,658,154
=============== ==============
Liabilities and Stockholder's Equity
Annuity reserves . . . . . . . . . . . . . . . . . $ 1,429,276 $ 1,425,973
Policy benefit reserves . . . . . . . . . . . . . . 112,328 116,501
Unearned premium reserves . . . . . . . . . . . . . 2,246 4,491
Deferred income tax payable . . . . . . . . . . . . 17,517 -
Other liabilities . . . . . . . . . . . . . . . . . 10,338 9,010
--------------- --------------
Total liabilities . . . . . . . . . . . . . 1,571,705 1,555,975
--------------- --------------
Stockholder's equity:
Common stock, $ 2 par value;
Authorized - 4,200,528 shares;
Issued - 4,200,528 shares . . . . . . . . . . 8,401 8,401
Additional paid-in capital . . . . . . . . . . . . 28,980 28,980
Retained earnings . . . . . . . . . . . . . . . . . 118,593 111,632
Net unrealized gains (losses) on securities . . . . 12,584 (46,834)
--------------- --------------
Total stockholder's equity . . . . . . . . 168,558 102,179
--------------- --------------
Total liabilities and stockholder's equity . . $ 1,740,263 $ 1,658,154
=============== ==============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
---------- --------- --------- --------
<S> <C> <C> <C> <C>
Revenues:
Net investment income . . . . . . . . . . . . . . . . . $ 31,440 $ 29,727 $ 94,088 $ 85,473
Net insurance premiums . . . . . . . . . . . . . . . . 1,897 2,497 6,217 8,199
Realized investment (losses) . . . . . . . . . . . . . (1,558) (2,142) (2,513) (4,007)
------------ ------------ ----------- -----------
Total . . . . . . . . . . . . . . . . . . . 31,779 30,082 97,792 89,665
------------ ------------ ----------- -----------
Expenses:
Interest on annuity policies . . . . . . . . . . . . . 19,882 18,261 59,470 54,115
Amortization of deferred policy acquisition cost . . . 3,096 3,132 9,609 9,775
Insurance commissions . . . . . . . . . . . . . . . . 200 33 429 83
Insurance benefits . . . . . . . . . . . . . . . . . . 2,383 2,569 7,759 9,056
Other operating expenses . . . . . . . . . . . . . . . 3,547 3,384 10,121 9,429
------------ ------------ ----------- -----------
Total . . . . . . . . . . . . . . . . . . . 29,108 27,379 87,388 82,458
------------ ------------ ----------- -----------
Income before income taxes . . . . . . . . . . . . . . . . 2,671 2,703 10,404 7,207
Provision (benefit) for income taxes:
Current . . . . . . . . . . . . . . . . . . . . . . . 1,112 2,354 3,758 6,704
Deferred . . . . . . . . . . . . . . . . . . . . . . . (173) (1,404) (315) (4,171)
------------ ------------ ----------- -----------
Total . . . . . . . . . . . . . . . . . . . 939 950 3,443 2,533
------------ ------------ ----------- -----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 1,732 $ 1,753 $ 6,961 $ 4,674
============ ============ =========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 5
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
-------------------------------
1995 1994
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,961 $ 4,674
Adjustments to reconcile net income to net cash provided by operating activities:
(Increase) in deferred policy acquisition . . . . . . . . . . . . . . . . . . . . . . (94) (5,582)
Decrease in policy loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 423 104
(Increase) decrease in accrued interest and accounts receivable . . . . . . . . . . . (2,493) 40
Decrease in due from reinsurers . . . . . . . . . . . . . . . . . . . . . . . . . . . 938 1,295
Decrease in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,049 4,708
(Decrease) in policy benefit reserves . . . . . . . . . . . . . . . . . . . . . . . . (4,173) (3,518)
Interest on annuity policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,470 54,115
(Decrease) in unearned premium reserves . . . . . . . . . . . . . . . . . . . . . . . (2,245) (4,683)
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,650 (4,171)
Increase (decrease) in other liabilities . . . . . . . . . . . . . . . . . . . . . . . 1,328 (3,915)
Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,146 4,365
Amortization and depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,249 1,076
Amortization of prior loan sale gains . . . . . . . . . . . . . . . . . . . . . . . . 1,865 1,371
Investment (gains) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (379) (348)
Net cash flows from trading investment securities . . . . . . . . . . . . . . . . . . (232) (481)
----------- ---------
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . 71,463 49,050
----------- ---------
Cash flows from investing activities:
Proceeds from sales of loans held for investment . . . . . . . . . . . . . . . . . . . . 915,308 704,831
Principal collected on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,742 64,770
Loan originations and acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,463) (3,454)
Loans purchased from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . (935,674) (653,694)
Proceeds from sales, calls or maturities of available-for-sale securities . . . . . . . 60,901 65,247
Proceeds from maturities or calls of held-to-maturity securities . . . . . . . . . . . . 3,519 4,671
Purchase of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . (126,528) (247,451)
Change in investment in limited partnerships . . . . . . . . . . . . . . . . . . . . . . 2,372 1,231
Change in short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,344 (39,372)
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (930) (387)
----------- ---------
Net cash (used) by investing activities . . . . . . . . . . . . . . . . . . . . (22,409) (103,608)
----------- ---------
Cash flows from financing activities:
Deposits received from annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,932 186,972
Payments on annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (167,099) (141,113)
(Decrease) in repurchase agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . - (9,378)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (333) 325
----------- ---------
Net cash (used) provided by financing activities . . . . . . . . . . . . . . . . (56,500) 36,806
----------- ---------
(Decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,446) (17,752)
Cash at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,169 22,716
----------- ---------
Cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,723 $ 4,964
=========== =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 6
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting
of only normal accruals necessary to present fairly the financial
position, the results of operations and the cash flows for the interim
periods presented.
The consolidated results of operations for the three months and nine
months ended September 30, 1995 and 1994 are not necessarily indicative
of the results to be expected for the full year.
2. INVESTMENTS.
FIXED MATURITY SECURITIES
The Company's portfolio of fixed maturity securities consisted of the
following at September 30, 1995:
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Fair
(in thousands) Cost Gains Losses Value
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available-for-Sale:
U.S. Government . . . . . . . . . . . . $ 11,512 $ 227 $ - $ 11,739
Municipal . . . . . . . . . . . . . . . 425 22 - 447
Foreign . . . . . . . . . . . . . . . . 20,421 1,247 - 21,668
Corporate . . . . . . . . . . . . . . . 323,506 14,203 1,404 336,305
Mortgage-backed . . . . . . . . . . . . 743,582 11,592 6,136 749,038
----------- -------- ------- -----------
Total . . . . . . . . . . . . . . . $ 1,099,446 $ 27,291 $ 7,540 $ 1,119,197
=========== ======== ======= ===========
HELD-TO-MATURITY:
Corporate . . . . . . . . . . . . . . . $ 7,046 $ 483 $ - $ 7,529
Mortgage-backed . . . . . . . . . . . . 44,872 1,201 1,041 45,032
----------- -------- ------- -----------
Total . . . . . . . . . . . . . . . $ 51,918 $ 1,684 $ 1,041 $ 52,561
=========== ======== ======= ===========
</TABLE>
Net unrealized gains on available-for-sale securities of $12.6 million
included in Stockholder's equity at September 30, 1995, are presented
net of deferred income taxes of $6.8 million.
A summary of the Company's investment in the commercial loan
pass-through certificates for which an election under the real estate
mortgage investment conduit provisions of the Internal Revenue Code has
been made at September 30, 1995, included in the category
Held-to-Maturity, Mortgage-backed is as follows:
<TABLE>
Remaining
Date of Principal Interest Maturity
(in thousands) Issue Balance Rate Date
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
United Companies Life REMIC:
Series 90-1, Class B-1 . . . . . . . . Mar 29, 1990 $10,042 10.05% Sep 25, 2009
Series 90-2, Class A-3 . . . . . . . . Dec 18, 1990 $19,965 9.88% May 25, 2000
Series 90-2, Class B-1 . . . . . . . . Dec 18, 1990 $14,866 9.88% Jan 25, 2009
</TABLE>
5
<PAGE> 7
EQUITY SECURITIES
The net unrealized capital gains and losses on common stocks were as
follows at September 30, 1995:
<TABLE>
<CAPTION>
Unrealized Unrealized Fair
(in thousands) Cost Gains Losses Value
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Trading . . . . . . . . . . . . . . . . . . . $ 612 $303 $ 4 $ 911
Available-for-Sale . . . . . . . . . . . . . 467 - 393 74
------ ---- ----- -------
Total . . . . . . . . . . . . . . . . . $1,079 $303 $ 397 $ 985
====== ==== ===== =======
</TABLE>
MORTGAGE LOANS ON REAL ESTATE
The following schedule summarizes the composition of mortgage loans on
real estate at the inidcated periods ending:
<TABLE>
<CAPTION>
(in thousands) September 30, 1995 December 31, 1994
--------------- ------------------ -----------------
<S> <C> <C>
Residential . . . . . . . . . . . . . . . . . . . . . . . $141,002 $ 158,943
Residential foreclosed . . . . . . . . . . . . . . . . . - 151
Commercial . . . . . . . . . . . . . . . . . . . . . . . 167,207 156,428
Commercial foreclosed . . . . . . . . . . . . . . . . . 16,719 19,187
-------- ---------
324,928 334,709
Allowance for loan losses . . . . . . . . . . . . . . . . (9,102) (8,852)
Unearned loan charges . . . . . . . . . . . . . . . . . . (311) (418)
-------- ---------
Total . . . . . . . . . . . . . . . . . . . . . . . $315,515 $ 325,439
======== =========
</TABLE>
Included in the mortgage loans on real estate at September 30, 1995 and
December 31, 1994, were non-accrual loans of $2.2 million and $2.6
million, respectively.
INVESTMENT IN LIMITED PARTNERSHIPS
Following is an analysis of the Company's investment in limited
partnerships for the indicated periods:
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
(in thousands) September 30, 1995 December 31, 1994
--------------- ------------------ -----------------
<S> <C> <C>
Balance, beginning of period . . . . . . . . . . . . . . . $26,672 $26,698
Contributions and capitalized costs . . . . . . . . . . . . 7,703 5,168
Net partnership income . . . . . . . . . . . . . . . . . . 5,698 1,480
Distributions . . . . . . . . . . . . . . . . . . . . . . . (15,773) (6,674)
------- -------
Balance, end of period . . . . . . . . . . . . . . . . . . $24,300 $26,672
======= =======
</TABLE>
The limited partnerships were formed for the purpose of participating
in privately placed mezzanine investments. These investments generally
include higher risk subordinated debt combined with equity securities.
6
<PAGE> 8
INVESTMENT INCOME
Investment income by type that exceeds five percent of total investment
income was as follows for the indicated periods:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
(in thousands) 1995 1994
----------------- -------- -------
<S> <C> <C>
Fixed maturity securities . . . . . . . . . . . . . . . . . . . . . $ 64,744 $54,165
Mortgage loans on real estate . . . . . . . . . . . . . . . . . . . 29,048 35,636
Limited partnerships . . . . . . . . . . . . . . . . . . . . . . . 5,698 537
All other investment income . . . . . . . . . . . . . . . . . . . . 3,871 3,977
-------- -------
103,361 94,315
Less: Investment expenses . . . . . . . . . . . . . . . . . . . . . (9,273) (8,842)
-------- -------
Net investment income . . . . . . . . . . . . . . . . . . . . $ 94,088 $85,473
======== =======
</TABLE>
3. CASH PAID FOR INTEREST AND INCOME TAXES.
During the nine months ended September 30, 1995 and 1994, the Company
paid interest on repurchase agreements in the approximate amount of
$2.6 million and $1.6 million, respectively. During the nine months
ended September 30, 1995 and 1994, the Company paid income taxes in the
amount of $1.7 million and $1.4 million, respectively.
4. CONTINGENCIES.
The Company is subject to various litigation arising during the
ordinary course of business. While the outcome of such litigation
cannot be predicted with certainty, management does not expect the
resolution of these matters to have a material adverse effect on the
financial condition or results of operations of the Company.
5. ACCOUNTING STANDARDS.
In May, 1993 and in October, 1994 the Financial Accounting Standards
Board issued Statements of Financial Accounting Standards Nos. 114 and
118 ("SFAS 114" and "SFAS 118") which address the accounting by
creditors for impairment of loans and specify how allowances for credit
losses related to certain loans should be determined. The statements
also address the accounting by creditors for all loans that are
restructured in a troubled debt restructuring involving modification of
the terms of a receivable. The implementation of the provisions of
SFAS 114 and SFAS 118 in the first quarter of 1995 did not have a
material effect on the financial statements of the Company.
6. POSSIBLE SALE OF THE COMPANY
On October 20, 1995, the Company's parent, United Companies Financial
Corporation ("UCFC"), announced that, as part of its continuing efforts
to maximize shareholder value, it is evaluating strategic alternatives
regarding the Company, including the possible sale of the Company.
UCFC has received unsolicited indications of interest from, and is
engaged in discussions with, third parties regarding a possible sale of
the Company. These discussions are continuing, but there can be no
assurance that an agreement will be reached. If an agreement is
reached, it will be subject to approval by UCFC's Board of Directors
and shareholders and by regulatory authorities.
7
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following analysis should be read in conjunction with the Company's
consolidated financial statements and accompanying notes presented elsewhere
herein.
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Net income for the nine months ended September 30, 1995 was $7.0 million,
compared to $4.7 million for the first nine months of 1994. The increase in
net income during the first nine months of 1995 resulted primarily from
improved investment results from the Company's interest in a limited
partnership.
The following table sets forth certain financial data for the periods
indicated:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
----------------------------------
1995 1994
------------ ------------
(in thousands)
<S> <C> <C>
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . $97,792 $89,665
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 87,388 82,458
Income before taxes . . . . . . . . . . . . . . . . . . . . . . . 10,404 7,207
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,961 4,674
</TABLE>
REVENUES. The following table sets forth information regarding the
components of the Company's revenues for the periods indicated:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
----------------------------------
1995 1994
------------ ------------
(in thousands)
<S> <C> <C>
Net investment income . . . . . . . . . . . . . . . . . . . . . . $94,088 $85,473
Net insurance premiums . . . . . . . . . . . . . . . . . . . . . . 6,217 8,199
Realized investment losses . . . . . . . . . . . . . . . . . . . . (2,513) (4,007)
------- -------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $97,792 $89,665
======= =======
</TABLE>
Net investment income totaled $94.1 million on average investments of
approximately $1.5 billion for the first nine months of 1995, compared to net
investment income of $85.5 million on average investments of approximately $1.46
billion during the same period of 1994. At September 30, 1995, the amortized
cost of the fixed income portfolio totaled $1.2 billion and was comprised
principally of $788.5 million in investment grade mortgage-backed securities and
$345.7 million in investment grade bonds. In addition, net income for the first
nine months of 1995 increased $5.2 million as compared to the same period in
1994 by results from an investment in a limited partnership. At September 30,
1995, the weighted average rating of the publicly traded bond portfolio,
according to nationally recognized statistical rating agencies, was "AA." During
1994, the Company established a trading account for a portion of its investment
portfolio invested in common stocks. At September 30, 1995, the carrying value
of investments in the Company's trading account was $.9 million reflecting a $.3
million unrealized gain, which is included in investment income for the first
nine months of 1995.
Interest, charges and fees on mortgage loans on real estate decreased $5.3
million during the first nine months of 1995 compared to the same period of
1994. A reduction in the volume and related holding periods for home equity
loans acquired by the Company from United Companies Lending Corporation ("UC
Lending"), an affiliate, contributed to the reduction in interest charges and
fees on loans in the first nine months of 1995. At September 30, 1995, the
Company's portfolio of mortgage loans on real estate was comprised of $141.0
million in first mortgage home equity loans and $183.9 million in first
mortgage commercial real estate loans (including properties obtained through
foreclosure), compared to $159.1 million and $175.6 million, respectively at
December 31, 1994. The mortgage loan portfolio of the Company is serviced by
UC Lending. The Company has full credit recourse to UC Lending with respect to
all home equity mortgage loans acquired by it from UC Lending with the
exception of $2.4 million in loans which were acquired from the financial
institutions under conservatorship by the Resolution Trust Corporation (the
"RTC") or from the RTC as receiver of failed financial institutions. Although
the Company, since 1991, had limited its investment in commercial real estate
loans, the
8
<PAGE> 10
Company decided in 1995 to invest on a limited basis in new commercial real
estate loans, substantially all of which will be originated by UC Lending.
The Company estimates that non-accrual loans reduced mortgage loan interest
by approximately $114,000 and $133,000 during the first nine months of 1995 and
1994, respectively. During the nine months ended September 30, 1995, the
average amount of non-accrual mortgage loans owned by the Company was $2.2
million, compared to approximately $2.8 million during the same period of 1994.
At September 30, 1995, the Company owned approximately $8.2 million of
commercial loans which were on an accrual status, but which the Company
considers as potential problem loans, compared to $8.0 million at September 30,
1994. The Company evaluates each of these commercial loans to estimate its
risk of loss in the investment and provides for such loss through a charge to
earnings.
Investment income for the first nine months of 1995 was also reduced by $.9
million as compared to the same period of 1994 by the excess of the
amortization of prior loan sale gains over the related pass-through income. An
increase in the amortization of prior loan sale gains was the result of an
adjustment in the estimated prepayment assumptions of certain mortgage loans.
This adjustment was made in connection with the Company's evaluation which is
performed as of each balance sheet date of the prepayment assumptions used in
calculating loan sale gains in relation to the current rate of prepayment, and
if necessary, revising the estimate using the original discount rate. Any
losses arising from adverse prepayment experience are recognized immediately
while favorable experience is recognized prospectively.
Net insurance premiums declined approximately $2.0 million for the first
nine months of 1995 compared to the same period of 1994. Net insurance
premiums reflect revenues associated primarily with pre-need life insurance and
credit insurance. Management has chosen to focus on deferred annuities, its
primary product line, and on developing a variable annuity product introduced
in the third quarter of 1995, and thus new sales of pre-need life insurance and
credit insurance have been discontinued. The decrease in premium income
reflects that decision.
Realized investment gains and losses may vary significantly from year to
year since the decision to sell investments is determined principally by
considerations of investment timing and tax consequences. Realized investment
gains and losses can also result from early redemption of securities at the
election of the issuer (calls) and changes in write-downs and reserves.
Realized gains and (losses) were as follows for the indicated periods:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
----------------------------------
1995 1994
------------ ------------
(in thousands)
<S> <C> <C>
Sales of fixed maturity securities . . . . . . . . . . . . . . . . $ 421 $ 246
Calls and maturities of fixed maturity securities . . . . . . . . (42) 102
Sales of equity securities . . . . . . . . . . . . . . . . . . . . 254 10
Write-downs/reserve changes . . . . . . . . . . . . . . . . . . . (3,146) (4,365)
------- -------
Realized investment (losses) . . . . . . . . . . . . . . . . . . . $(2,513) $(4,007)
======= =======
</TABLE>
EXPENSES. The following table presents the components of the Company's
expenses for the periods indicated:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
----------------------------------
1995 1994
------------ ------------
(in thousands)
<S> <C> <C>
Interest on annuity policies . . . . . . . . . . . . . . . . . . $ 59,470 $ 54,115
Amortization of deferred policy acquisition costs . . . . . . . . 9,609 9,775
Insurance commissions . . . . . . . . . . . . . . . . . . . . . . 429 83
Insurance benefits . . . . . . . . . . . . . . . . . . . . . . . . 7,759 9,056
Other operating . . . . . . . . . . . . . . . . . . . . . . . . . 10,121 9,429
-------- ---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 87,388 $ 82,458
======== =========
</TABLE>
9
<PAGE> 11
Interest on annuity policies increased $5.4 million in the first nine
months of 1995 compared to the same period of 1994, primarily as the result of
an increase in annuity reserves. Average annuity reserves were $1.43 billion
during the first nine months of 1995; an increase of approximately $90 million
from the same period of 1994. As expected, annuity surrenders increased in
comparison with 1994, primarily because of the number of policies no longer
subject to surrender charges. Management continues to aggressively manage its
interest spread between earnings and crediting rates in an effort to balance
competitiveness and profitability goals.
Net insurance commissions for the first nine months of 1995 increased by
approximately $346,000 from the same period of 1994. Refunds of commissions on
the unearned premiums of the Company's credit life business exceeded the net
commissions after capitalization during a portion of 1994 and contributed to the
increase in the first nine months of 1995. During the nine months ended
September 30, 1995, the Company capitalized as deferred policy acquisition costs
approximately $9.1 million in commissions paid on sales of annuities, compared
to $15.3 million during the same period of 1994. Amortization of commission
expense on annuities capitalized in prior periods was $7.9 million during the
first nine months of 1995, compared to $6.6 million during the first nine months
of 1994.
Insurance benefits for the nine months ended September 30, 1995 decreased
$1.3 million, compared to the comparable period of 1994, generally reflecting
the run-off of credit life insurance.
Other operating expenses, which include general insurance and taxes,
licenses and fees, increased approximately $691,000 during the first nine month
period of 1995, compared to the comparable period in 1994. This increase is
primarily attributable to the start-up costs, including legal and printing
expenses, associated with the Company's new variable annuity product introduced
in the third quarter of 1995, and increased corporate expenses allocated from
its parent resulting from increases in the parent's employee benefits, legal,
and charitable contributions expenses.
ASSET QUALITY AND RESERVES
The quality of the Company's commercial loan and bond portfolios
significantly affects the profitability of the Company. The values of and
markets for these assets are dependent on a number of factors, including
general economic conditions, interest rates and governmental regulations.
Adverse changes in such factors, which become more pronounced in periods of
economic decline, may affect the quality of these assets and the Company's
resulting ability to sell these assets for acceptable prices. General economic
deterioration can result in increased delinquencies on existing loans,
reductions in collateral values and declines in the value of investments
resulting from a reduced capacity of issuers to repay the bonds. The Company
has full credit recourse to UC Lending for principal and interest on its home
equity loans originated by UC Lending.
Substantially all of the loans owned by the Company were originated by UC
Lending, with the home equity loans being originated primarily through its
branch (i.e., retail) network or wholesale loan programs. The Company's loan
portfolio at September 30, 1995, was comprised primarily of $141.0 million in
home equity loans and $183.9 million in commercial loans (including properties
obtained through foreclosure).
At September 30, 1995, the contractual balance of loans serviced by UC
Lending for the Company was approximately $298.2 million. Included in the
serviced portfolio are the Company's commercial loans, a substantial portion of
which were originated in Florida (24.1%), Georgia (17.3 %), Colorado (10.1%),
Virginia (8.5%), Texas (6.4%), Tennessee (6.6%) and Louisiana (5.5%). No other
state accounted for more than 5% by outstanding principal balance of the
Company's commercial loan portfolio. The risk inherent in such concentrations
is dependent not only upon regional and general economic stability which
affects property values, but also the financial well-being and credit
worthiness of the borrower. Approximately $7.5 million of its commercial
portfolio was serviced by the Company rather than by UC Lending.
Management continues to emphasize reducing the level of non-earning assets
owned by focusing on expediting the foreclosure process on its commercial
loans. The contractual balance of foreclosed loans totaled $16.6 million at
September 30, 1995, compared to $19.2 million at December 31, 1994. The
Company can neither quantify the impact of property value declines, if any, on
its loans nor predict whether, to what extent, or how long such declines may
exist. In a period of such declines, the rates of delinquencies, foreclosures
and losses on loans could be higher than those previously experienced. Adverse
economic conditions (which may or may not affect real property values) may
affect the timely payment by borrowers of scheduled payments of principal and
interest on the home equity loans, and, accordingly the actual rates of
delinquencies, foreclosures and losses.
10
<PAGE> 12
The following table provides a summary of mortgage loans owned by the
Company which are past due 30 days or more, foreclosed properties and loans
charged-off as of the dates indicated:
<TABLE>
<CAPTION>
Contractual Delinquencies % of % of
Balance Contractual Contractual Foreclosed Net Loans Average
Period Ended of Loans Balance Balance Properties Charged-Off Loans *
----------------------- ----------- ------------- ----------- ---------- ----------- -------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Nine months ended September 30, 1995
Home equity . . . . . . . . . $140,691 $ 1,153 .82% $ - $ 90 .080%
Commercial . . . . . . . . . . 165,018 2,990 1.81% 16,550 2,806 2.344%
-------- ------- ------- ------
Total . . . . . . . . . . . . $305,709 $ 4,143 1.36% $16,550 2,896 1.248%
======== ======= ======= ======
Year ended December 31, 1994
Home equity . . . . . . . . . $158,525 $ 1,516 .96% $ 151 $ 12 .006%
Commercial . . . . . . . . . . 154,239 2,335 1.51% 19,019 5,959 4.573%
-------- ------- ------- ------
Total . . . . . . . . . . . . $312,764 $ 3,851 1.23% $19,170 5,971 2.069%
======== ======= ======= ======
Year ended December 31, 1993
Home equity . . . . . . . . . $263,360 $ 1,304 0.50% $ 148 $ 80 .044%
Commercial . . . . . . . . . . 193,181 9,692 5.02% 18,750 3,435 2.316%
-------- ------- ------- ------
Total . . . . . . . . . . . . $456,541 $10,996 2.41% $18,898 3,515 1.067%
======== ======= ======= ======
</TABLE>
* Annualized for nine months ended September 30, 1995.
The above delinquencies of home equity loans are covered by full credit
recourse to UC Lending except $.2 million, $.3 million, and $.7 million at
September 30, 1995, December 31, 1994 and 1993, respectively. The Company,
however, retains the entire risk associated with its commercial loans.
The Company owns senior and subordinated pass-through certificates issued in
1990 backed by commercial mortgage loans previously owned by the Company for
which an election has been made under the real estate mortgage investment
conduit provisions of the Internal Revenue Code. The outstanding principal
balance of all of the senior and subordinated certificates was $99.5 million as
of September 30, 1995. The principal balance of the subordinated certificates
at September 30, 1995, all of which were owned by the Company, was $44.9
million. Losses associated with defaults and related foreclosures which may
occur on the loans backing these pass-through certificates first reduce the
principal balance of the subordinated certificates. The losses resulting from
such foreclosures were $1.8 million, $2.5 million, and $.8 million, for the
periods ending September 30, 1995, December 31, 1994 and 1993, respectively.
The Company provides an estimate for future credit losses in an allowance
for loan losses. A summary analysis of the changes in the Company's allowance
for loan losses for the indicated periods is as follows:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
----------------------------------
1995 1994
------------ ------------
(in thousands)
<S> <C> <C>
Balance at beginning of period . . . . . . . . . . . . . . . . $ 8,852 $ 9,764
Loans charged to allowance . . . . . . . . . . . . . . . . . . (2,896) (2,978)
Recoveries on loans previously charged to allowance . . . . . . - 5
------- -------
Net loans charged off . . . . . . . . . . . . . . . . . . . . . (2,896) (2,973)
Loan loss provision . . . . . . . . . . . . . . . . . . . . . . 3,146 4,365
------- -------
Balance at end of period . . . . . . . . . . . . . . . . . . . $ 9,102 $11,156
======= =======
Specific reserves . . . . . . . . . . . . . . . . . . . . . . . 4,852 6,101
Unallocated reserves . . . . . . . . . . . . . . . . . . . . . 4,250 5,055
------- -------
Total Reserves . . . . . . . . . . . . . . . . . . . . . $ 9,102 $11,156
======= =======
</TABLE>
At September 30, 1995 and 1994, the Company owned $16.7 million and $25.3
million, respectively, of property acquired in settlement of loans, excluding
the specific reserves attributed to these properties, which is
11
<PAGE> 13
included in the Company's allowance for loan losses to reduce the carrying
value of these properties to their market value.
The Company's fixed maturity securities portfolio consists primarily of
mortgage-backed securities and corporate bonds, comprising 68.5% and 28.7% of
the portfolio at September 30, 1995, respectively. Investment purchases are
made with the intention of holding fixed maturity securities until maturity.
Prior to January 1, 1994, securities were generally carried at cost adjusted
for discount accretion and premium amortization. At September 30, 1995, the
amortized cost of the Company's fixed maturity portfolio was $1.2 billion,
consisting primarily of $788.5 million in mortgage-backed securities and $330.6
million in corporate bonds. At September 30, 1995, bonds with an amortized
cost of approximately $1.1 billion or 95.5% of the Company's portfolio of fixed
maturity securities were classified in an available-for-sale category and the
carrying value adjusted to fair value by means of an adjustment to
stockholder's equity. The remainder of the portfolio consists primarily of
private placement investments traded directly and are classified as
held-to-maturity and valued at cost. At September 30, 1995, the Company owned
$.9 million in equity securities classified as trading securities. The pre-tax
net unrealized gain in the available-for-sale fixed maturity and equity
portfolio (fair value over amortized cost) at September 30, 1995, was $19.4
million, compared to a pre-tax unrealized loss of $72.1 million at December 31,
1994.
The Company has an investment in certain limited partnerships which were
formed for the purpose of participating in privately placed mezzanine
investments. These investments generally include higher risk subordinated debt
combined with equity securities. The partnerships are carried on an equity
basis of $24.3 million and $26.7 million at September 30, 1995 and December 31,
1994, respectively. Income attributable to the partnerships for the first nine
months of 1995 was $5.7 million and $.5 million for the same period of 1994.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal cash requirements consist of funding the payment of
policyholder claims and surrenders. Liquidity requirements for the Company's
operations are generally met by funds provided from the sale of annuities and
cash flow from its investments in fixed income securities and mortgage loans.
Net cash flow from annuity operations is used to build the Company's
investment portfolio, which in turn produces future cash flows from investment
income and provides a secondary source of liquidity. Net cash provided by
operating activities for the first nine months of 1995 and 1994 was
approximately $73.3 million and $49.1 million, respectively, resulting
primarily from cash earnings on investments. The Company monitors available
cash and cash equivalents to maintain adequate balances for current payments
while maximizing cash available for longer term investment activities. The
Company's financing activities during the first nine months of 1995 and 1994
reflect cash received primarily from sales by the Company of its annuity
products of approximately $111 million and $187 million, respectively. The
Company believes that the decrease in annuity sales in the first nine months of
1995 compared to the same period of 1994 is due in part to the interest rate
environment, particularly the relative relationship between short term and
intermediate term interest rates, and to the focus of the Company's resources
on development of its variable annuity product. In addition, a financial
institution which produced approximately 10% of the Company's annuity sales in
1994 discontinued the sale of annuities of the Company in 1995 subsequent to
the merger of such financial institution. As reflected in the net cash used by
investing activities during the same periods, investment purchases were
approximately $1.1 billion and $.9 billion, respectively, reflecting the
investment of these funds and the reinvestment of proceeds from maturities of
investment. Cash used by financing activities during the first three quarters
of 1995 and 1994 also reflects payments of $167 million and $141 million,
respectively, primarily on annuity products resulting from policyholder
surrenders and claims. The increase in annuity surrenders during the first
nine months of 1995 was expected, due in part to an increase in the amount of
annuity policies which were beyond the surrender penalty period and to the
general interest rate environment during this period. The interest margin on
the Company's annuity liabilities during the nine months ended September 30,
1995 was 2.41% compared to 2.80% during the same period of 1994. Investments
at September 30, 1995, included approximately $315.5 million in home equity and
commercial mortgage loans, and the amortized cost of the bond portfolio
included $362.9 million in corporate and government bonds and private debt
placements and $788.5 million in mortgage-backed securities.
12
<PAGE> 14
The investment portfolio is also managed to provide a secondary source of
liquidity as investments can be sold, if necessary to fund abnormal levels of
policy surrenders, claims and expenses. An unanticipated increase in
surrenders would impact the Company's liquidity, potentially requiring the sale
of certain assets, such as bonds and loans, prior to their maturities, which
may be at a loss.
Reserves for annuity policies comprise the primary liabilities of the
Company. The Company believes it has established adequate reserves on these
products as well as on its other insurance products. The effective life of
these liabilities is influenced by a number of factors, including interest
rates, surrender penalties, ratings, public confidence in the insurance
industry generally, and in the Company specifically, governmental regulations
and tax laws. The Company employs an actuarial model to measure the interest
rate sensitivity of these liabilities to assist in the selection of assets with
appropriate characteristics.
The Company is a Louisiana domiciled insurance company, and, as such, is
subject to certain regulatory restrictions on the payment of dividends. The
Company's capacity at September 30, 1995, to pay dividends was $8.2 million.
No dividends were paid during 1994 or the first nine months of 1995 in order to
retain capital in the Company.
RATINGS
In the second quarter of 1995, A.M. Best Company ("Best"), an independent
rating organization, reaffirmed its "A-" (Excellent) rating of the Company.
Best's ratings depend in part on its analysis of an insurance company's
financial strength, operating performance and claims paying ability In
addition, the Company's claims paying ability has been rated "A+"
(Single-A-Plus) by Duff & Phelps Credit Rating Company ("Duff & Phelps"). On
October 24, 1995, Duff & Phelps placed its "A+" rating of the Company on its
Rating Watch-Uncertain list because of the recent announcement of the Company's
parent that strategic alternatives which it is considering include the possible
sale of the Company (see "Possible Sale of the Company" below). Duff & Phelps
reported that the claims paying ability rating would remain on Rating
Watch-Uncertain until more information becomes known about the Company's
ultimate position within the organization or another organization. In 1995,
Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc.
revised the Company's rating to "Aq" in conjunction with its revision of its
rating scale. Ratings such as those held by the Company can affect the
Company's ability to market its annuity products. Any lowering of the
Company's ratings could materially and adversely affect the Company's ability
to market its products, particularly the sale of annuities through financial
institutions, and could increase the surrender of its annuity policies. Both
of these consequences could, depending upon the extent thereof, have a
materially adverse effect on the Company's liquidity and, under certain
circumstances, net income. The Company believes that its ratings will enable
it to continue to compete successfully.
PROPERTIES
The Company owns two office buildings in Baton Rouge, Louisiana. All of
one and part of the other building are leased to affiliates of the Company.
The Company's executive offices are located in a third building owned by an
affiliate, from which the Company leases approximately 25,000 square feet.
Management believes that the properties are adequately maintained and insured
and satisfactorily meet the requirements of the business conducted therein.
POSSIBLE SALE OF THE COMPANY
On October 20, 1995, the Company's parent, United Companies Financial
Corporation ("UCFC"), announced that, as part of its continuing efforts to
maximize shareholder value, it is evaluating strategic alternatives regarding
the Company, including the possible sale of the Company.
UCFC has received unsolicited indications of interest from, and is engaged
in discussions with, third parties regarding a possible sale of the Company.
These discussions are continuing, but there can be no assurance that an
agreement will be reached. If an agreement is reached, it will be subject to
approval by UCFC's Board of Directors and shareholders and by regulatory
authorities.
13
<PAGE> 15
REVIEW BY INDEPENDENT ACCOUNTANTS
The Company's independent accountants, Deloitte & Touche LLP, have performed a
review of the accompanying unaudited consolidated balance sheet as of September
30, 1995 and the related consolidated statements of income and cash flows for
the three months and nine months ended September 30, 1995, and previously
audited and expressed an unqualified opinion dated February 28, 1995 on the
financial statements of the Company as of December 31, 1994, from which the
consolidated balance sheet as of this date is derived.
14
<PAGE> 16
INDEPENDENT ACCOUNTANTS' REPORT
United Companies Life Insurance Company:
We have reviewed the accompanying consolidated balance sheet of United
Companies Life Insurance Company and subsidiary as of September 30, 1995, and
the related consolidated statements of income and cash flows for the
three-month and nine-month periods then ended. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of United Companies Life Insurance Company as of
December 31, 1994, and the related statements of income, stockholders' equity,
and cash flows for the year then ended (not presented herein); and in our
report dated February 28, 1995, we expressed an unqualified opinion on those
financial statements. In our opinion, the information set forth in the
accompanying balance sheet as of December 31, 1994 is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived.
/s/ Deloitte & Touche LLP
Baton Rouge, Louisiana
November 9, 1995
15
<PAGE> 17
PART II
OTHER INFORMATION
Items 1 through 5. Inapplicable
Item 6. Exhibits and current Reports on Form 8-K
(a) Exhibits
(15) Letter of Deloitte & Touche LLP
(17) Financial Data Schedule
(b) Current Reports on Form 8-K - None
16
<PAGE> 18
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.
UNITED COMPANIES LIFE INSURANCE COMPANY
Date: November 13, 1995 By: /s/ ROBERT B. THOMAS, JR.
----------------- -----------------------------------
Robert B. Thomas, Jr.
Chairman of the Board and President
Date: November 13, 1995 By: /s/ DONALD M. WOODARD
----------------- -----------------------------------
Donald M. Woodard
Senior Vice President and Controller
17
<PAGE> 19
UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Page No.
- ---------------- ------------
<S> <C> <C>
15 Letter of Deloitte & Touche LLP 19
27 Financial Data Schedule 20
</TABLE>
18
<PAGE> 20
EXHIBIT 15
United Companies Life Insurance Company:
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim
consolidated financial information of United Companies Life Insurance Company
and subsidiary for the period ended September 30, 1995, as indicated in our
report dated November 9, 1995; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, is
being incorporated by reference in the following: Registration Statements No.
33-91362 and 33-95778 on Form N-4 pertaining to the registration of an
indefinite number of securities and Registration Statements No. 33-91358 and
33-95968 on Form S-1 pertaining to the registration of individual and group
fixed and variable deferred annuity contracts and certificates.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the Act.
/s/ Deloitte & Touche LLP
Baton Rouge, Louisiana
November 9, 1995
19
<TABLE> <S> <C>
<ARTICLE> 7
<CIK> 0000101115
<NAME> UNITED COMPANIES LIFE INS. CO.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<DEBT-HELD-FOR-SALE> 1,119,197
<DEBT-CARRYING-VALUE> 51,918
<DEBT-MARKET-VALUE> 52,561
<EQUITIES> 985
<MORTGAGE> 315,515
<REAL-ESTATE> 0
<TOTAL-INVEST> 1,553,055
<CASH> 5,723
<RECOVER-REINSURE> 34,047
<DEFERRED-ACQUISITION> 92,009
<TOTAL-ASSETS> 1,740,263
<POLICY-LOSSES> 1,539,044
<UNEARNED-PREMIUMS> 2,246
<POLICY-OTHER> 2,560
<POLICY-HOLDER-FUNDS> 750
<NOTES-PAYABLE> 140
<COMMON> 8,401
0
0
<OTHER-SE> 160,157
<TOTAL-LIABILITY-AND-EQUITY> 1,740,263
1,897
<INVESTMENT-INCOME> 31,440
<INVESTMENT-GAINS> (1,558)
<OTHER-INCOME> 0
<BENEFITS> 2,383
<UNDERWRITING-AMORTIZATION> 3,096
<UNDERWRITING-OTHER> 23,629
<INCOME-PRETAX> 2,671
<INCOME-TAX> 939
<INCOME-CONTINUING> 1,732
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,732
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 2,989
<PROVISION-CURRENT> 15,504
<PROVISION-PRIOR> 14,304
<PAYMENTS-CURRENT> 23,708
<PAYMENTS-PRIOR> 6,529
<RESERVE-CLOSE> 2,560
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
