<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 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 principal 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.
<TABLE>
<CAPTION>
Class Outstanding at April 30, 1998
----- -----------------------------
<S> <C>
Common Stock, $0.01 Par Value 5,791,600
</TABLE>
<PAGE> 2
SUMMIT HOLDING SOUTHEAST, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1998
Table of Contents
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION 1
Item 1 Condensed Consolidated Financial Statements 1
Condensed Consolidated Balance Sheets as of March 31, 1998
and December 31, 1997 1
Condensed Consolidated Statements of Income for the three
months ended March 31, 1998 and 1997 2
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1998 and 1997 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 8
PART II OTHER INFORMATION 8
Item 6 Exhibits and Reports on Form 8-K 8
SIGNATURES
</TABLE>
<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>
MARCH 31 DECEMBER 31
1998 1997
---- ----
ASSETS
<S> <C> <C>
Investments:
Fixed maturities $ 216,809 $ 221,228
Equity securities 23,561 21,691
Short-term investments 7,571 6,537
------------ ------------
Total investments 247,941 249,456
Cash and cash equivalents 8,273 5,757
Premiums receivable (net of $2,697 and $2,672
allowance for doubtful accounts, respectively) 58,229 63,077
Reinsurance recoverable 131,953 117,722
Recoverable from Florida Special Disability Trust Fund 23,833 23,833
Deferred policy acquisition costs 872 973
Accrued investment income 3,700 3,906
Property and equipment, net 1,346 1,333
Goodwill, net 43,005 43,242
Other intangible assets, net 8,976 9,498
Deferred income taxes 10,588 11,701
Other assets 4,276 4,153
------------ ------------
Total assets $ 542,992 $ 534,651
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Loss and loss adjustment expense reserves $ 354,059 $ 347,068
Debt 14,327 16,540
Unearned premiums 33,321 36,633
Other policyholders' funds 15,183 14,015
Accounts payable and accrued expenses 15,186 15,000
Deferred revenue 4,876 4,653
Income taxes payable 3,406 2,408
------------ ------------
Total liabilities 440,358 436,317
------------ ------------
Shareholders' Equity:
Common stock, $.01 par; 20,000,000 shares authorized;
5,791,100 shares issued and outstanding 58 58
Additional paid-in capital 57,643 57,643
Series A, 4% cumulative preferred stock, $10.00 par;
5,000,000 shares authorized; 1,639,701 shares issued
and outstanding 16,397 16,397
Retained earnings 21,578 18,052
Net unrealized appreciation of available-for-sale
securities, less applicable deferred income taxes 6,958 6,184
------------ ------------
Total shareholders' equity 102,634 98,334
------------ ------------
Total liabilities and shareholders' equity $ 542,992 $ 534,651
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
SUMMIT HOLDING SOUTHEAST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
1998 1997
---- ----
<S> <C> <C>
REVENUE
Premiums earned $ 7,215 $ 22,812
Administrative fees 6,440 7,541
Net investment income 3,439 3,164
Net realized investment gains 588 321
Other income 61 124
-------- --------
Total revenue 17,743 33,962
-------- --------
LOSSES AND EXPENSES
Losses and loss adjustment expenses 5,199 14,916
Other underwriting, general and administrative expenses 5,751 14,838
Amortization and depreciation 1,135 1,004
Interest expense 262 802
-------- --------
Total losses and expenses 12,347 31,560
-------- --------
Income before income taxes and minority interest 5,396 2,402
Income tax expense (1,874) (660)
Minority interest in net loss of consolidated subsidiary 4 --
-------- --------
Income before extraordinary charge 3,526 1,742
Extraordinary charge for conversion costs, net of tax -- 700
-------- --------
NET INCOME $ 3,526 $ 1,042
======== ========
Basic earnings per common share $ 0.58 N/A
-------- --------
Diluted earnings per common share $ 0.56 N/A
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
SUMMIT HOLDING SOUTHEAST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 1,787 $ (4,887)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities (19,764) (36,585)
Disposal and maturity of investment securities 23,130 38,095
Purchases of property and equipment (190) (153)
Acquisition of subsidiary (234) --
-------- --------
Net cash provided by investing activities 2,942 1,357
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on debt (2,213) (325)
-------- --------
Net cash used in financing activities (2,213) (325)
-------- --------
Net increase (decrease) in cash and cash equivalents 2,516 (3,855)
Cash and cash equivalents at beginning of period 5,757 7,433
-------- --------
Cash and cash equivalents at end of period $ 8,273 $ 3,578
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
SUMMIT HOLDING SOUTHEAST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
NOTE 1 - BASIS OF PRESENTATION
Organization
- ------------
Summit Holding Southeast, Inc. ("Summit") is the holding company for
Bridgefield Employers Insurance Company ("Bridgefield") and Summit Holding
Corporation ("SHC"). These wholly owned subsidiaries head Summit's two major
operating segments. Bridgefield and its wholly owned subsidiary, Bridgefield
Casualty Insurance Company ("Bridgefield Casualty"), comprise Summit's insurance
subsidiaries (the "insurance subsidiaries") who underwrite and assume the
underwriting risks with respect to workers' compensation insurance policies for
Florida employers of all sizes primarily in the construction, manufacturing,
wholesale and retail, and service industries. Summit's administrative
subsidiaries (SHC and subsidiaries) (the "administrative subsidiaries") provide
insurance administrative services (including sales and agency relations,
underwriting, claims administration, loss control, policy administration, and
financial management) to the insurance subsidiaries and several unaffiliated
workers' compensation self-insurance funds and municipalities.
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 include
the accounts, after intercompany eliminations, of Summit and its consolidated
subsidiaries and 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 nine months ended December
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 interim results reflected in the
accompanying financial statements are not necessarily indicative of results for
a full year.
NOTE 2 - ACQUISITION
In March 1998, the Company purchased 80% of the outstanding capital
stock of Turnkey Resources, Inc. ("Turnkey"), a Clearwater, Florida based
insurance administrative service company. This acquisition has been accounted
for using the purchase method of accounting. Turnkey's actual results of
operations from the date of acquisition through March 31, 1998, included in the
corresponding accompanying condensed consolidated statement of income,
4
<PAGE> 7
are immaterial. Pro forma results of operations for the quarter ended March 31,
1998 and 1997 resulting from this acquisition were not materially different from
the results of operations as reported herein.
NOTE 3 - 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 Company,
Constitution Reinsurance Corp., and Transatlantic Reinsurance Company.
Accordingly, beginning on that date and including the quarter ended March 31,
1998, 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
March 31, 1998 has resulted in a reduction of premium revenue, along with
losses and loss adjustment expenses ("LAE"), from that recognized in the
corresponding quarter 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 and reported in the accompanying condensed
consolidated statement of income for the quarter ended March 31, 1998 as a
reduction to other underwriting, general and administrative expenses.
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 4 - DEBT
In December 1997, Summit secured, with SunTrust Bank of Tampa Bay,
access to $30.0 million under a revolving line of credit which offered more
favorable terms than that of the then existing debt. Of this amount, $25.0
million was immediately utilized to extinguish all other debt consisting of a
bank term loan. Interest on this new revolving debt ranges from LIBOR plus 1.5%
to LIBOR plus 2.25%. Availability under this revolving line of credit reduces by
$4.0 million annually until the loan matures in 2003.
As collateral for the debt outstanding, Summit has pledged all of the
issued and outstanding capital stock of two subsidiaries of SHC, Summit
Consulting, Inc. and Summit Healthcare Holdings, Inc. As a condition for this
debt, the Company must comply with certain financial covenants and operating
restrictions, to which the Company has so complied.
NOTE 5 - RESTRICTION ON RETAINED EARNINGS
Of the Company's retained earnings as of March 31, 1998 reported in the
corresponding accompanying condensed consolidated balance sheet, approximately
$0.6 million 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 6 - EARNINGS PER SHARE
Basic earnings per share is calculated by dividing net income available
to common shareholders by the weighted average number of common shares
outstanding during the quarter ended March 31, 1998, ignoring any effects of
potentially dilutive securities. Diluted earnings per share for the quarter
ended March 31, 1998 reflects the potential dilution that could occur assuming
securities or other contracts to issue common stock were exercised or converted
into common stock. The resulting weighted average number of common shares
outstanding and included in the basic and diluted earnings per share
calculations for the quarter ended March 31, 1998 was 5,791,600 and 5,974,252,
respectively. At March 31, 1997 and prior to Bridgefield's conversion from a
group self-insurance fund to a stock property and casualty insurance company,
common shares and earnings per share were inapplicable.
NOTE 7 - CONTINGENCIES
The Internal Revenue Service is currently conducting an audit of SHC.
The Company's management cannot predict the results of the audit, and no
assurance can be given that such results will not have a material adverse effect
on the Company's business, financial condition, or results of operations.
The Company, in the normal course of business, is named as a defendant
in various legal actions arising principally from claims made under insurance
policies and contracts. Those actions are considered by the Company's management
in estimating the loss and the LAE reserves. The Company's management believes
that the resolution of these actions will not have a material effect on the
Company's financial position or results of operations.
NOTE 8 - SUBSEQUENT EVENTS
In May 1998, Bridgefield Casualty successfully obtained a license to
operate and underwrite risks in Louisiana.
Effective June 1, 1998, the administrative subsidiaries will no longer
serve as managing general agent or provide administrative services to one of
the four unaffiliated self-insurance funds currently serviced. This fund, based
in Louisiana, recently completed a conversion from a self-insurance fund to a
mutual insurance company. Included in the accompanying condensed consolidated
statement of income for the quarter ended March 31, 1998, the Company realized
administrative fee revenue of $0.7 million and direct operating expenses of $0.4
million pertaining to this fund.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
- ---------------------
NET INCOME. The Company realized net income during the quarter ended
March 31, 1998 of $3.5 million, or $0.56 per diluted share, compared to $1.0
million for the same quarter of 1997. Significant factors contributing to this
improvement are summarized 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 unaffiliated
workers' compensation self-insurance funds, and investment income generated by
the Company's invested assets.
During the three months ended March 31, 1998 and 1997, premiums earned
were $7.2 million and $22.8 million, respectively, a decline of $15.6 million
or 68%. This decline is attributable primarily to the quota share reinsurance
agreements entered into by Bridgefield effective April 1, 1997 as is more fully
explained in Note 3 to the accompanying condensed consolidated financial
statements.
6
<PAGE> 9
During the quarter ended March 31, 1998 and 1997, earned premiums were reduced
by $24.0 million and $2.7 million, respectively, pertaining to reinsurance
premiums ceded under these and other quota share agreements. Conversely, during
the quarter ended March 31, 1998, the Company, on a pre-quota share basis,
realized net growth in earned premiums over that of the corresponding quarter
of 1997 of approximately $5.8 million.
ADMINISTRATIVE FEES. During the quarter ended March 31, 1998,
administrative fee revenue declined $1.1 million, or 15%, from that for the same
quarter of 1997. This decline resulted from the premiums of the administrative
subsidiaries' unaffiliated clients, upon which the Company's administrative fees
are based, being adversely impacted by the competitive workers' compensation
marketplace, particularly for self-insurance funds.
NET INVESTMENT INCOME. Net investment income was $3.4 million and $3.1
million during the quarter ending March 31, 1998 and 1997, respectively. This
increase of $0.3 million, or 10%, is attributable primarily to the increase in
the Company's invested assets. A major source contributing to the Company's
increase in invested assets was the proceeds from the issuance of Summit's
common stock through subscription and public offerings in May 1997 as is more
fully described in the Company's Annual Report on Form 10-K for the nine months
ended December 31, 1997.
LOSSES AND LOSS ADJUSTMENT EXPENSES. Losses and LAE were $5.2 million
and $14.9 million for the quarter ending March 31, 1998 and 1997, respectively,
a decrease of $9.7 million or 65%. This decline is attributable primarily to
the net increase, between the respective quarters, in losses and LAE ceded under
Bridgefield's quota share reinsurance agreements entered into effective April 1,
1997 as further described in Note 3 to the accompanying condensed consolidated
financial statements. Losses and LAE ceded under these and other quota share
contracts were $14.4 million and $2.1 million during the three months ended
March 31, 1998 and 1997, respectively. Further, the Company's loss ratio on
insurance operations before the effects of quota share reinsurance was 62.8%
and 66.6% during the quarter ended March 31, 1998 and 1997, respectively.
OTHER UNDERWRITING, GENERAL AND ADMINISTRATIVE EXPENSES. For the
quarter ended March 31, 1998, other underwriting, general and administrative
expenses decreased $9.1 million, or 61%, from that of the quarter ended March
31, 1997. As discussed in Note 3 to the accompanying condensed consolidated
financial statements, Bridgefield recognizes a ceding commission corresponding
to earned premiums ceded under quota share reinsurance agreements entered into
effective April 1, 1997. During the quarter ended March 31, 1998 and 1997, the
Company recognized $10.2 million and $0.9 million, respectively, under these
and other quota share agreements reported as a reduction of 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 $8.3 million at March 31,
1998 increased $2.5 million from $5.8 million at December 31, 1997. During the
quarter ended March 31, 1998, $1.8 million of net cash was generated from
operations primarily as a result of the net income achieved in that quarter. Net
cash of $3.3 million was also generated from the sale or maturity of investments
while $0.4 million were utilized to acquire a subsidiary and to purchase other
property and equipment. Finally, $2.2 million were utilized to reduce the
Company's revolving line of credit debt obligation.
As further explained in Note 4 to the accompanying condensed
consolidated financial statements, the Company has access to a $30.0 million
revolving line of credit of which $15.7 million remains presently available to
be borrowed at an interest rate ranging from LIBOR plus 1.5% to LIBOR plus
2.25%. Availability under this revolving line of credit reduces by $4.0 million
annually until the loan matures in 2003.
7
<PAGE> 10
At March 31, 1998, the Company's shareholders' equity equaled 18.9% of
total assets compared to 18.4% at December 31, 1997 and 5.8% at March 31, 1997.
As described in the Company's Annual Report on Form 10-K for the nine
months ended December 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 Department of Insurance("Florida
DOI") in connection with Bridgefield'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
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
11 Computation of Earnings Per Share
27 Financial Data Schedule (for SEC use only)
</TABLE>
(b) There were no reports on Form 8-K filed during the quarter ended
March 31, 1998.
8
<PAGE> 11
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: May 13, 1998 By: /s/ Russell L. Wall
--------------------------
Russell L. Wall,
Vice President of Finance,
Chief Financial Officer
(Principal Financial and
Accounting Officer and Duly
Authorized Officer)
9
<PAGE> 1
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE (Unaudited)
The following table reconciles the numerators and denominators for the basic and
diluted earnings per share calculations for the quarter ended March 31, 1998:
<TABLE>
<CAPTION>
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
------------- ------------- ---------
<S> <C> <C> <C>
Net income $ 3,525,502
Less: Preferred stock dividend requirement (161,724)
Weighted average common shares outstanding 5,791,600
---------------------------------------
Income available to common shareholders $ 3,363,778 5,791,600
Basic earnings per share $ 0.58
=========
Dilutive effect of stock options 182,652
---------------------------------------
Income available to common shareholders
plus assumed conversions $ 3,363,778 5,974,252
Diluted earnings per share $ 0.56
=========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS OF SUMMIT HOLDING SOUTHEAST, INC. AS OF AND
FOR THE QUARTER ENDED MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH SUMMIT HOLDING SOUTHEAST, INC. AND SUBSIDIARIES, FORM 10-Q FOR
THE QUARTER ENDED MARCH 31, 1998.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<DEBT-HELD-FOR-SALE> 216,809
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 23,561
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 247,941
<CASH> 8,273
<RECOVER-REINSURE> 8,027
<DEFERRED-ACQUISITION> 872
<TOTAL-ASSETS> 542,992
<POLICY-LOSSES> 354,059
<UNEARNED-PREMIUMS> 33,321
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 15,183
<NOTES-PAYABLE> 14,327
0
16,397
<COMMON> 58
<OTHER-SE> 86,179
<TOTAL-LIABILITY-AND-EQUITY> 542,992
7,215
<INVESTMENT-INCOME> 3,439
<INVESTMENT-GAINS> 588
<OTHER-INCOME> 6,501
<BENEFITS> 5,199
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 5,751
<INCOME-PRETAX> 5,396
<INCOME-TAX> 1,874
<INCOME-CONTINUING> 3,526
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,526
<EPS-PRIMARY> .58
<EPS-DILUTED> .56
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
