<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 JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from __________ to ____________
Commission file number 0-21933
SUMMIT HOLDING SOUTHEAST, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3409855
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
2310 A-Z Park Road, Lakeland, Florida 33801
(Address of prinicipal executive offices) (Zip Code)
Registrant's telephone number, including area code: 941-665-6060
Indicate by check mark whether the registrant (1) has filed all documents and
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
--- ---
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the last practicable date.
Class Outstanding at July 31, 1997
- -------------------------------- ----------------------------
Common Stock, $0.01 Par Value 5,791,100
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SUMMIT HOLDING SOUTHEAST, INC.
AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1997
-----------------------------------
Table of Contents
PAGE
----
PART I. FINANCIAL INFORMATION 1
Item 1. Condensed Consolidated Financial Statements 1
Condensed Consolidated Balance Sheets as of June 30, 1997
and March 31, 1997 1
Condensed Consolidated Statements of Income for the three
months ended June 30, 1997 and 1996 2
Condensed Consolidated Statements of Cash Flows for the
three months ended June 30, 1997 and 1996 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk 6
PART II. OTHER INFORMATION 6
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 6. Exhibits and Reports on Form 8-K 7
SIGNATURES
INDEX TO EXHIBITS
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SUMMIT HOLDING SOUTHEAST, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and per share amounts)
<TABLE>
<CAPTION>
(UNAUDITED) (AUDITED)
JUNE 30, MARCH 31,
1997 1997
---- ----
ASSETS
<S> <C> <C>
Investments:
Fixed maturities $ 223,544 $ 180,075
Equity securities 20,501 18,286
Short-term investments 28,071 14,733
---------- ---------
Total investments 272,116 213,094
Cash and cash equivalents 7,049 3,578
Premiums receivable (net of $2,562 and $2,566
allowance for doubtful accounts, respectively) 42,287 42,397
Reinsurance recoverable 88,194 94,087
Recoverable from Florida Special Disability Trust Fund 20,979 20,979
Accrued investment income 3,525 3,129
Property and equipment, net 1,392 1,452
Goodwill, net 44,182 44,651
Other intangible assets, net 10,548 11,078
Deferred income taxes 14,290 14,869
Other assets 6,859 8,694
---------- ---------
Total assets $ 511,421 $ 458,008
========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Loss and loss adjustment expenses $ 348,260 $ 358,744
Note payable 31,900 32,675
Unearned premiums 16,645 5,794
Other policyholders' funds 11,837 16,786
Accounts payable and accrued expenses 7,395 13,093
Deferred revenue 4,053 3,915
Federal income taxes payable 2,594 585
---------- ---------
Total liabilities 422,684 431,592
---------- ---------
Shareholders' Equity:
Series A, 4% cumulative preferred stock, $10.00 par;
5,000,000 shares authorized; 1,639,701 shares issued and outstanding 16,397 -
Common stock, $.01 par; 20,000,000 shares authorized;
5,791,100 shares issued and outstanding 58 -
Additional paid-in capital 57,714 -
Retained earnings 12,042 25,899
Net unrealized appreciation of available-for-sale
securities, less applicable deferred income taxes 2,526 517
---------- ---------
Total shareholders' equity 88,737 26,416
---------- ---------
Total liabilities and shareholders' equity $ 511,421 $ 458,008
========== =========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
---------------------------
1997 1996
---- ----
<S> <C> <C>
REVENUE
Premiums earned $ 4,683 $24,790
Net investment income 3,394 3,158
Net realized investment gains (losses) 878 (66)
Administrative fees 8,154 9,123
Other income 116 104
------- -------
Total revenue 17,225 37,109
LOSSES AND EXPENSES
Losses and loss adjustment expenses 4,023 17,504
Other underwriting, general and administrative expenses 7,312 14,612
Amortization and depreciation 1,149 1,629
Interest expense 749 936
------- -------
Total losses and expenses 13,233 34,681
------- -------
Income from continuing operations before income taxes 3,992 2,428
Income tax expense 1,453 1,154
------- -------
Income from continuing operations 2,539 1,274
Loss from discontinued operations (net of
income tax benefit of $130) -- 252
------- -------
NET INCOME $ 2,539 $ 1,022
======= =======
Earnings per common share $ 0.46
-------
Weighted average number of common shares outstanding 5,405
=======
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
---------------------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 1,503 $ (6,904)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities .................................... (87,468) (25,440)
Disposal and maturity of investment securities......................... 32,439 32,920
---------- ----------
Net cash (used in) provided by investing activities.................... (55,029) 7,480
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from the issuance of capital stock........................ 57,772 --
Payments on note payable............................................... (775) (2,400)
---------- ----------
Net cash provided by (used in) financing activities.................... 56,997 (2,400)
---------- ----------
Net increase (decrease) in cash and cash equivalents................... 3,471 (1,824)
Cash and cash equivalents at beginning of period....................... 3,578 7,427
---------- ----------
Cash and cash equivalents at end of period............................. $ 7,049 $ 5,603
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
SUMMIT HOLDING SOUTHEAST, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
NOTE 1 - BASIS OF PRESENTATION
ORGANIZATION
Summit Holding Southeast, Inc. ("Summit") is the holding company for
Bridgefield Employers Insurance Company ("Bridgefield"), the successor, as of
May 28, 1997, to Employers Self Insurers Fund ("ESIF"), and for Summit Holding
Corporation ("SHC"). On May 28, 1997, ESIF completed a conversion from a group
self-insurance fund to a stock property and casualty insurance company.
Concurrent with this conversion, ESIF's name was changed to Bridgefield, and
the new holding company, Summit, issued (a) 1.64 million shares of its Series A
preferred stock to the former policyholders or members of ESIF in exchange for
the extinguishment of the membership interests of such policyholders in ESIF
including the elimination of the assessability feature of the membership
interests, and (b) 5.79 million shares of its common stock to subscribing
former policyholders or members of ESIF, certain members of management, and the
public in a subscription offering and subsequent public offerings. At the same
time, and in connection with a recapitalization to simplify Summit's corporate
structure, all of the capital stock of SHC, which had been owned by ESIF and one
of its subsidiaries prior to the conversion, was acquired by Summit, and SHC
also became a wholly owned subsidiary of Summit. Also, as part of the
recapitalization, SHC's ownership of Bridgefield Casualty Insurance Company
("Bridgefield Casualty") was transferred to Bridgefield.
The conversion and recapitalization transactions described above are
considered to be similar to pooling of interests transactions. The historical
cost basis accounting of the predecessor companies has been retained, and the
Company's financial statements have been presented using pooling of interests
basis accounting. The conversion and recapitalization transactions had no
impact upon previously reported net income of the consolidated entities.
The terms and details of these transactions, and the preferred stock
and common stock issued by Summit in connection therewith, are more fully
described in Summit's Registration Statement on Form S-1 (No. 333-16499).
Subsequent to the conversion and recapitalization, Summit's insurance
subsidiaries, Bridgefield and Bridgefield Casualty (the "insurance
subsidiaries"), will continue to underwrite and assume the underwriting risks
with respect to workers' compensation insurance policies for Florida employers,
and Summit's administrative subsidiaries (SHC and subsidiaries) (the
"administrative subsidiaries") will continue to provide administrative services
for the insurance subsidiaries and for four unaffiliated self-insurance funds.
In the accompanying notes to condensed consolidated financial
statements, the "Company" refers to Summit and its consolidated subsidiaries.
BASIS OF FINANCIAL REPORTING
The accompanying condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions for Form 10-Q and
Article 10 of Regulation S-X. Accordingly, certain information and note
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
In the opinion of the Company's management, all adjustments (consisting solely
of normal recurring adjustments and certain reclassifications) necessary for a
fair presentation in the accompanying condensed consolidated financial
statements have been made. The information included in this Form 10-Q should
be read in conjunction with Item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations, and the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1997.
The preparation of financial statements requires management to make
estimates and assumptions that affect the amounts reported in the accompanying
condensed consolidated financial statements and notes thereto. Actual results
may differ from these estimates, and
4
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interim results reflected in the accompanying financial statements are not
necessarily indicative of results for a full year.
RECLASSIFICATIONS
Certain amounts in the accompanying audited consolidated balance
sheet as of March 31,1997 have been reclassified from that reported in
the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1997 in order to better conform with the presentation in the accompanying
unaudited condensed consolidated balance sheet as of June 30, 1997.
NOTE 2 - REINSURANCE
Effective April 1, 1997, Bridgefield entered into quota share
reinsurance agreements, in addition to existing excess reinsurance agreements,
with American Re-Insurance Company, St. Paul Fire and Marine Insurance,
Constitution Reinsurance Corp., and Transatlantic Reinsurance Co. Accordingly,
as of the beginning of the fiscal quarter ended June 30, 1997, Bridgefield
ceded an aggregate of 75% of the net premiums on workers' compensation policies
earned during such period, and the reinsurers, in their respective proportions,
have assumed that same percentage of the risks under such policies.
The ceding of 75% of the net premiums earned during the quarter ended
June 30, 1997 has resulted in a reduction of premium revenue, along with loss
and loss adjustment expenses, from that recognized in the corresponding period
of the prior year. Also, the Company received a ceding commission relating
to these quota share agreements, and such commission is recognized on an
earned basis.
These quota share agreements do not relieve Bridgefield from its
liability under the workers' compensation policies it issues, but they do make
the assuming reinsurers liable to Bridgefield for the reinsurance ceded.
Therefore, the Company is subject to credit risk with respect to the
obligations of its reinsurers involved in these and all other existing
reinsurance agreements. Although each of the aforementioned quota share
reinsurers are currently rated "A" or better by AM Best Company, any failure on
the part of these reinsurers, as well as those involved in the Company's other
existing reinsurance arrangements, could have a material adverse effect on the
Company's business, financial condition, and results of operations.
NOTE 3 - NOTE PAYABLE
On May 28, 1997, the date of ESIF's conversion, the Company entered
into a new credit facility with a national banking association whereby the
then-existing debt, consisting of a bank term loan and availability under a
revolving credit agreement, was restructured. Under this new credit facility,
the outstanding debt pertaining to the term loan was established at $32.7
million, and the maximum amount available for borrowings under the revolving
line of credit was established at $5.0 million. Maturities of the term loan
and the schedule of reductions in the amounts available under the revolving
line of credit are set forth in Note 14 to the consolidated financial statements
contained in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997. The interest rate applicable to the entire debt package
was initially established, and continues, at the prime lending rate plus 1%
(9.5% at June 30, 1997).
As of and for the quarter ended June 30, 1997, the Company
remained current in its obligation under the term loan and had complied with
the corresponding covenants described in Note 14 to the consolidated financial
statements contained in the aforementioned Annual Report on Form 10-K. Also as
of June 30, 1997, there were no borrowings against the revolving line of
credit. As collateral for the debt, Summit has pledged all of the issued and
outstanding stock of SHC and Bridgefield.
NOTE 4 - RESTRICTION ON RETAINED EARNINGS
Of the Company's retained earnings as of June 30, 1997 reported in the
corresponding accompanying condensed consolidated balance sheet, approximately
$72,000 is restricted as such amount represents the aggregate value of the
preferred stock preferences, including liquidation and unpaid cumulative
dividend preferences, in excess of the stated value of preferred stock
reported in such balance sheet.
5
<PAGE> 8
NOTE 5 - EARNINGS PER SHARE
Earnings per common share is based upon the weighted average number of
common shares outstanding, for the period from the date of the completion of
the offering through June 30, 1997, adjusted for the effect of the assumed
exercise of stock options. The resulting weighted average common shares
outstanding were considered to be outstanding for the three months ended June
30, 1997 for purposes of the earnings per share calculation. At March 31, 1997
and prior to ESIF's conversion from a group self-insurance fund to a stock
property and casualty company, common shares were inapplicable to ESIF, as the
predecessor of the Company.
NOTE 6 - CONTINGENCIES
The Internal Revenue Service is currently conducting an audit. The
Company's management cannot predict the results of the audit, and no assurance
can be given that the results of the audit will not have a material adverse
effect on the Company's business, financial condition, or results of operations.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NET INCOME. Net income for the quarter ended June 30, 1997 was $2.5
million compared to $1.0 million for the corresponding period of the prior
year. Excluding the minor effect of discontinued operations, income from
operations before income taxes for the quarter ended June 30, 1997 increased
$1.6 million, or 65%, from that of the prior year. Significant factors
contributing to this increase in the Company's profits are as follows:
REVENUE. The Company's revenue is generated principally from three
sources: premiums earned on insurance policies written by the insurance
subsidiaries, administration fees earned from the management of four
unaffiliated self-insurance workers' compensation funds, and investment income
generated by the Company's invested assets, including cash and cash equivalent
balances.
For the quarter ended June 30, 1997, earned premiums declined $20.1 million
from the quarter ended June 30, 1996. As is more fully explained in Note 2 to
the accompanying condensed consolidated financial statements, approximately
$18.4 million of this decline is attributable to the quota share reinsurance
agreements entered into by Bridgefield effective April 1, 1997.
Another cause of the decline in earned premiums pertains to the Florida
legislation regarding managed care workers' compensation. Prior to 1997, and as
permitted by the Florida Department of Insurance (the "Florida DOI"), the
Company offered a 10% premium credit to those insureds who voluntarily
participated in an approved managed care workers' compensation arrangement.
Effective January 1, 1997, the Florida legislation required all insured
employers to participate in managed care workers' compensation arrangements and,
consequently, eliminated the 10% premium credit. In response thereto, and based
upon other rate-making factors, the Florida DOI ordered an 11.2% overall
workers' compensation insurance rate reduction which applied to new and renewal
policies written on and after January 1, 1997. This rate reduction and the
simultaneous elimination of the premium credit had the effect of reducing
renewal premiums by approximately 4.5%, and thereby resulted in a decline of
earned premiums of approximately $1.2 million.
The remaining decline in earned premiums of $0.5 million resulted primarily
from lost accounts representing the market's preference for non-assessable
products, which ESIF was unable to offer prior to its conversion (see Note 1 to
the accompanying condensed consolidated financial statements.) The Company is
beginning to realize a primary benefit of ESIF's conversion, evidenced by a
reduction in the pace of lost accounts for the quarter ended June 30, 1997 from
that of the two previous fiscal years.
Management's primary business strategy for improving the Company's return on
invested capital is to grow the Company's core workers' compensation business.
Key aspects of the Company's post-conversion business strategy include: (i)
continued use of both self-insurance and indemnity products; (ii) emphasis on
profitable underwriting results; (iii) proactive implementation of managed
care; (iv) leveraging of administrative service capabilities; and (v) emphasis
on excellent customer service.
ADMINISTRATIVE FEES. For the quarter ended June 30, 1997, administrative
fees decreased by $1.0 million, or 11%, from that of the quarter ended June 30,
1996. This decline results from the premiums of the administrative
subsidiaries' unaffiliated clients, upon which the Company's administrative
fees are based, being adversely impacted by both the aforementioned 11.2%
premium rate reduction and the competitive marketplace.
NET INVESTMENT INCOME. Net investment income was $3.4 million for the
quarter ended June 30, 1997. This was $0.2 million more than the corresponding
quarter of the prior year.
LOSS AND LOSS ADJUSTMENT EXPENSES. Loss and loss adjustment expenses for
the three months ended June 30, 1997 declined by $13.5 million, or 77%, from
that of the quarter ended June 30, 1996. Of this amount, $12.7 million is
attributable to Bridgefield's quota share reinsurance agreements discussed in
Note 2 to the accompanying condensed consolidated financial statements.
OTHER UNDERWRITING, GENERAL, AND ADMINISTRATIVE EXPENSES. For the quarter
ended June 30, 1997, other underwriting, general and administrative expenses
decreased $7.3 million from the same period of the prior year. As explained in
Note 2 to the accompanying condensed consolidated financial statements,
Bridgefield received a ceding commission relating to the quota share
reinsurance agreements entered into effective April 1, 1997. During the
quarter ended June 30, 1997, Bridgefield earned and recognized $7.7 million of
such commission, which was recorded as a reduction to other underwriting,
general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
The insurance subsidiaries' primary sources of cash flows are from premiums
earned, investment income and the proceeds from the sale or maturity of
invested assets. Their primary cash requirements include the purchase of
investment securities and the payment of claims, agent commissions, reinsurance
premiums and management fees to the administrative subsidiaries. The
administrative subsidiaries' primary source of cash flow is service fees
generated from the insurance subsidiaries and other unaffiliated clients. The
cash requirements of the administrative subsidiaries include primarily the
payment of salaries, employee benefits, debt obligations and other operating
expenses.
The Company's cash and cash equivalents of $7.1 million at June 30, 1997
increased $3.5 million from $3.6 million at March 31, 1997. During the three
months ended June 30, 1997, cash of $1.5 million was provided by operations,
and $57.8 million of net proceeds were generated through Summit's issuance
of its common stock through the subscription and public offerings referenced in
Note 1 to the accompanying condensed consolidated financial statements. Of
this amount, $55.0 million was used for net purchases of additional
investments, and $0.8 million was used to fund the scheduled payments on the
Company's note payable.
As further explained in Note 3 to the accompanying condensed consolidated
financial statements, the Company has a revolving credit agreement with a
national banking association under which up to $5.0 million presently may be
borrowed at an interest rate equal to the prime lending rate plus 1% (9.5% at
June 30, 1997). As of June 30, 1997, there were no borrowings against this
revolving line of credit.
At June 30, 1997, the Company's shareholders' equity equaled 17.4% of total
assets compared to 5.8% at March 31, 1997.
As described in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997, the insurance subsidiaries are subject to state insurance
laws and regulations that limit the amount of dividends or distributions that
may be paid by an insurance company to its shareholders. In addition,
conditions imposed by the Florida DOI in connection with ESIF's conversion
require that all dividends or distributions by the insurance subsidiaries be
approved by the Florida DOI in advance. As a consequence of these legal
restrictions and other business considerations, the amount of dividends that may
be paid by the insurance subsidiaries to Summit may be limited, which may in
turn limit the amount of cash available to Summit for servicing its debt and
other purposes.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
PART II - OTHER INFORMATION
[continue next page here]
6
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ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of policyholders of Employers Self Insurers Fund was
held May 9, 1997, at which time the following matters were brought before and
voted upon by the policyholders.
1. Proposal to ratify the Amended Plan of Conversion and Recapitalization of
Employers Self Insurers Fund as described in the proxy statement of the
Company.
For Against Abstain
---------------------------------------
3,551 50 131
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
11 Computation of Earnings Per Share
27 Financial Data Schedule (for SEC use only)
(b) Reports on the Form 8-K. During the quarter ended June 30, 1997,
the Company filed one Current Report on Form 8-K (dated May 21,
1997) filing. It contained:
(a) the executed Underwriting Agreement related to the Company's
initial public offering.
(b) the executed Credit Agreement between the Company and its
lenders, for whom First Union National Bank of North Carolina is
acting as the lead agent.
7
<PAGE> 10
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.
Summit Holding Southeast, Inc.
Date: August 14, 1997 By: /s/ Russell L. Wall
---------------------------
Russell L. Wall,
Vice President of Finance,
Chief Financial Officer
(Principal Financial and
Accounting Officer and Duly
Authorized Officer)
8
<PAGE> 1
EXHIBIT 11
COMPUTATION OF NET EARNINGS PER SHARE
<TABLE>
<CAPTION>
Quarter ended
June 30, 1997
-------------
<S> <C>
Net Income $2,539,039
Preferred Stock Accumulated Dividends (71,877)
----------
Net earnings available to
common shareholders $2,467,162
Weighted average number of common
shares outstanding during period 5,228,600
Weighted average number of common
equivalent shares (treasury stock method)
composed of shares issuable upon option exercise 172,614
----------
Weighted average number of shares used in
calculating primary earnings per share 5,401,414
PRIMARY NET EARNINGS PER SHARE $ 0.467
==========
Weighted average number of common
equivalent shares (treasury stock method for
fully diluted) composed of shares issuable upon
option exercise 176,471
----------
Weighed average number of shares used in
calculating fully diluted earnings per share 5,405,071
FULLY DILUTED NET EARNINGS PER SHARE $ 0.456
==========
</TABLE>
Page 1
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<DEBT-HELD-FOR-SALE> 223,544
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 20,501
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 272,116
<CASH> 7,049
<RECOVER-REINSURE> 5,163
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 511,421
<POLICY-LOSSES> 348,260
<UNEARNED-PREMIUMS> 16,645
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 11,837
<NOTES-PAYABLE> 31,900
0
16,397
<COMMON> 58
<OTHER-SE> 72,282
<TOTAL-LIABILITY-AND-EQUITY> 511,421
4,683
<INVESTMENT-INCOME> 3,394
<INVESTMENT-GAINS> 878
<OTHER-INCOME> 8,270
<BENEFITS> 4,023
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 7,312
<INCOME-PRETAX> 3,992
<INCOME-TAX> 1,453
<INCOME-CONTINUING> 2,539
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,539
<EPS-PRIMARY> .47
<EPS-DILUTED> .46
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
