CAPITOL TRANSAMERICA CORP
10-Q, 1995-08-14
LIFE INSURANCE
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               SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.

                            FORM 10-Q

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

For the period ended June 30, 1995  Commission file number: 0-2047 

             CAPITOL TRANSAMERICA CORPORATION (CTC)
     (Exact name of registrant as specified in its charter)

       A WISCONSIN CORPORATION                 39-1052658


       4610 University Avenue
         Madison,  Wisconsin                   53705-0900

 Registrant's telephone number, including area code: (608) 231-4450

  Securities registered pursuant to Section 12 (g) of the Act:

                  COMMON STOCK, $1.00 PAR VALUE


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 twelve 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     

Based on the closing average of the high (19 1/4) and low price (18 1/2),
the aggregate market value of voting stock held by non-affiliates
of the registrant as of June 30, 1995 was approximately
$126,465,747.

Indicate the number of shares of each of the issuer's class of
common stock, as of the latest practicable date:

                        At June 30, 1995

                 Common Stock, $1.00 Par Value;


                       Issued:         6,890,928

                       Outstanding:    6,700,172


                        Total Pages:  20

<PAGE>
               Securities and Exchange Commission

                     Washington, D.C.  20549

                            Form 10-Q


                             Part I


     Financial Information                             Page

          Consolidated Financial Statements           3 - 6

          Notes to Consolidated Financial Statements  7 - 8

          Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                9 - 11

          Condensed Statutory Financial
            Statements of Subsidiaries                  12


                             Part II

     Other Information and Exhibits

          Other Disclosures                             14

          Officers and Directors                        15

          Signatures                                    16

          Exhibit 1 (Press Release)                  17 - 20














                                2

<PAGE>



<TABLE>
                                                         CAPITOL TRANSAMERICA CORPORATION
                                                            CONSOLIDATED BALANCE SHEETS


<CAPTION>
                                                                               June 30,     December 31,      June 30,
                                                                                 1995           1994            1994
    <S>                                                                    <C>             <C>             <C>
    ASSETS
    Investments:
      Available-for-sale investment securities, at fair value
       U.S. Government bonds (amortized cost $604,290, $607,165
         and $613,537, respectively)                                       $    610,204    $    583,711    $    602,849
       State, municipal and political subdivision bonds (amortized
         cost $62,049,512, $55,980,952 and $54,601,579, respectively)        67,203,473      56,747,846      57,314,837
       Corporate bonds and notes (amortized cost $1,377,904,
         $2,256,865 and $2,100,968, respectively)                             1,440,436       2,197,810       2,101,416
       Common stock (cost $40,256,061, $32,295,835 and
          $28,920,142, respectively)                                         45,963,977      30,804,059      27,264,278
       Nonredeemable preferred stock (cost $3,771,686, $3,052,524
          and $3,847,750, respectively)                                       3,733,750       2,864,850       3,843,250
       Investment real estate, at cost, net of depreciation                   1,428,653       1,442,910       1,309,143
       Short-term investments, at cost which
          approximates fair value                                             3,508,544      10,143,960       1,981,015
              Total Investments                                             123,889,037     104,785,146      94,416,788

    Cash                                                                         29,731       1,253,320         391,045
    Accrued investment income                                                 1,449,723       1,366,123       1,332,119
    Receivables from agents, insureds and others, less allowance for
         doubtful accounts of $295,000, $262,260 and $233,500, respectively  13,306,733       9,344,224      11,502,259
    Balances due from reinsurers                                                448,933         201,045         426,942
    Funds held by ceding reinsurers                                              77,117         137,422         137,422
    Reinsurance recoverable on unpaid losses                                     70,602          12,363         287,466
    Reinsurance recoverable on paid losses                                      334,952          54,259         224,804
    Deferred insurance acquisition costs                                      9,080,575       7,715,389       7,617,236
    Prepaid reinsurance premiums                                                795,324         627,038         850,413
    Due from securities brokers                                               1,003,122            -               -
    Income taxes receivable                                                        -            481,711            -
    Deferred income taxes                                                          -          1,211,241         289,163
    Other assets                                                              1,077,824         443,914         721,780
              Total Assets                                                 $151,563,673    $127,633,195    $118,197,437


</TABLE>





                                                                             3
<PAGE>
<TABLE>
                                                         CAPITOL TRANSAMERICA CORPORATION
                                                            CONSOLIDATED BALANCE SHEETS


<CAPTION>
                                                                                   June 30,    December 31,        June 30,
                                                                                     1995          1994              1994
    <S>                                                                         <C>             <C>             <C>   
    LIABILITIES
    Policy liabilities and accruals:
      Reserve for losses                                                        $ 21,963,286    $ 19,144,647    $ 17,317,950
      Reserve for loss adjustment expenses                                        10,334,611       8,330,676       4,779,091
      Unearned premiums                                                           29,528,968      26,794,249      26,054,447
         Total Policy Liabilities and Accruals                                    61,826,865      54,269,572      48,151,488

    Accounts payable                                                               3,053,475       3,913,672       2,836,045
    Due to securities brokers                                                        114,512         300,000          14,069
    Balances due to reinsurers                                                     1,335,207         901,055         636,535
    Accrued premium taxes                                                             98,523         269,722         186,807
    Income taxes payable                                                             398,699            -            122,387
    Deferred income taxes                                                          3,140,988            -               -
         Total Other Liabilities                                                   8,141,404       5,384,449       3,795,843

         Total Liabilities                                                        69,968,269      59,654,021      51,947,331


    SHAREHOLDERS' INVESTMENT
    Common stock, $1.00 par value, authorized 15,000,000 shares,
          issued 6,890,928, 6,877,596 and 6,868,472, respectively                  6,890,928       6,877,596       6,868,472
    Paid-in surplus                                                                7,979,299       7,931,671       7,893,695
    Net unrealized appreciation (depreciation) on investment securities
          carried at fair value, net of deferred taxes of $3,703,411, $338,322
          and $354,503, respectively                                               7,188,976        (656,743)        688,152
    Retained earnings                                                             59,857,908      54,157,275      51,150,412

    Shareholders' investment before treasury stock                                81,917,111      68,309,799      66,600,731

    Treasury stock, 190,756, 191,273 and 193,148 shares,
          respectively, at cost                                                     (321,707)       (330,625)       (350,625)

          Total Shareholders' Investment                                          81,595,404      67,979,174      66,250,106

          Total Liabilities and Shareholders' Investment                        $151,563,673    $127,633,195    $118,197,437

    Book Value Per Share                                                        $      12.19    $      10.17    $       9.92

    Shares Outstanding                                                             6,700,172       6,686,323       6,675,324
</TABLE>

                                                                             4
<PAGE>
<TABLE>
                                                             CAPITOL TRANSAMERICA CORPORATION
                                                            CONSOLIDATED STATEMENTS OF INCOME

                                                                           For the Six Months            For the Three Months
                                                                             Ended June 30                 Ended June 30
<CAPTION>
                                                                             1995           1994            1995          1994

   <S>                                                                  <C>            <C>            <C>            <C>
   REVENUES
     Premiums earned                                                    $ 30,131,881   $ 25,217,693   $ 16,316,961   $ 12,882,034
     Net investment income                                                 3,112,091      2,536,356      1,568,942      1,299,169
     Realized investment gains                                               869,052         20,788        848,827          8,807
     Other revenues                                                          127,208         82,757         29,124         66,847
       Total Revenues                                                     34,240,232     27,857,594     18,763,854     14,256,857

   LOSSES INCURRED AND EXPENSES
     Losses incurred                                                      10,826,062      9,731,496      6,020,115      5,128,202
     Loss adjustment expenses incurred                                     4,502,266      2,472,248      2,378,691      1,214,659
     Underwriting, acquisition and insurance expenses                     10,303,169      8,777,405      5,611,720      4,607,445
     Increase in deferred insurance acquisition costs                     (1,365,186)      (686,220)      (849,172)      (417,657)
     Other expenses                                                          489,434        541,327        207,026        275,603
       Total Losses Incurred and Expenses                                 24,755,745     20,836,256     13,368,380     10,808,252


   Income from operations before income taxes                              9,484,487      7,021,338      5,395,474      3,448,605

   Income tax expense (benefit)
       Current                                                             2,268,049      1,883,026      1,293,385        784,812
       Deferred                                                              310,495        (53,396)       229,235        101,032
                                                                           2,578,544      1,829,630      1,522,620        885,844


   Net Income                                                           $  6,905,943   $  5,191,708   $  3,872,854   $  2,562,761


   INCOME PER SHARE                                                     $       1.03   $       0.78   $       0.58   $       0.39


   Weighted Average Number of Shares Outstanding                           6,686,134      6,654,742      6,686,134      6,654,742




</TABLE>






                                                                         5
<PAGE>                                                                        
                                                                                
<TABLE>
                                                                  CAPITOL TRANSAMERICA CORPORATION
                                                             CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                           June 30,       December 31,      June 30,
                                                                             1995             1994            1994
    Cash flows provided by operating activities:
     <S>                                                                <C>              <C>             <C>
     Net Income                                                         $ 6,905,943      $  9,247,240    $  5,191,708
         Adjustments to reconcile net income to net cash
            provided by operating activities:
              Depreciation                                                  172,905           344,328         156,692
              Realized investment (gains) losses                           (869,052)          106,188         (20,788)
              Change in:
                  Deferred insurance acquisition costs                   (1,365,186)         (784,373)       (686,220)
                  Unearned premiums                                       2,734,719         3,466,567       2,726,765 
                  Allowance for doubtful accounts receivable from agents     30,000            60,000          30,000
                  Accrued investment income                                 (83,600)          (26,674)          7,330
                  Receivables from agents, insureds and others           (3,992,509)         (415,046)     (2,543,081)
                  Balances due to/from reinsurers                           186,264            55,481        (434,936)
                  Reinsurance recoverable on paid and unpaid losses        (338,932)          117,133        (328,515)
                  Funds held by ceding reinsurers                            60,305            (2,829)         (2,829)
                  Income taxes payable                                      880,410        (2,000,010)     (1,395,912)
                  Deferred income taxes                                     310,495          (262,036)        (32,783)
                  Due to/from securities brokers                         (1,188,610)        2,651,078       2,365,147
                  Prepaid reinsurance premiums                             (168,286)          601,845         378,470
                  Other assets                                             (416,726)          504,974          89,278
                  Reserve for losses and loss adjustment expenses         4,822,574         8,155,874       2,777,592
                  Accounts payable                                         (860,197)         (239,443)     (1,317,070)
                  Accrued premium taxes                                    (171,199)            6,432         (76,483)
                          Net cash provided by operating activities       6,649,318        21,586,729       6,884,365

    Cash flows provided by (used for) investing activities:
         Proceeds from sales of available-for-sale investments           11,458,982         1,895,147       4,133,337
         Purchases of available-for-sale investments                    (22,652,896)      (26,596,166)    (12,805,777)
         Maturities of available-for-sale investments                     4,827,164         6,074,710       2,635,386
         Purchase of depreciable assets                                    (370,725)         (320,920)        (72,478)
                          Net cash used for investing activities         (6,737,475)      (18,947,229)     (6,109,532)

    Cash flows provided by (used for) financing activities:
         Cash dividends paid                                             (1,205,310)       (2,938,618)     (1,869,126)
         Stock options exercised                                             60,960           139,710          92,610
         Net proceeds from sale (purchase) of treasury stock                  8,918             8,444         (11,556)
                          Net cash used for financing activities         (1,135,432)       (2,790,464)     (1,788,072)

         Net decrease in cash                                            (1,223,589)         (150,964)     (1,013,239)
         Cash, beginning of period                                        1,253,320         1,404,284       1,404,284
         Cash, end of period                                            $    29,731      $  1,253,320    $    391,045

    Cash paid during the year for:
         Income taxes                                                   $ 1,395,000      $  5,427,361    $  1,795,876
         Interest                                                               -                 -               -
</TABLE>


                                                                                

                                                                             6
<PAGE>

                           CAPITOL TRANSAMERICA CORPORATION
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    June 30, 1995

   (1)   Basis of Presentation
         The condensed financial statements included herein of Capitol 
         Transamerica Corporation (the "Company"), other than the Consolidated
         Balance Sheet as of December 31, 1994, and the Consolidated Statement
         of Cash Flows as of December 31, 1994, have been prepared by the Compa-
         ny without audit, pursuant to the rules and regulations of the 
         Securities Exchange Commission. Certain information and footnote dis-
         closures normally included in financial statements prepared in accor-
         dance with generally accepted accounting principles have been condensed
         or omitted pursuant to such rules and regulations.

         Although the Company believes the disclosures are adequate to make the
         information presented not misleading, it is suggested that these con-
         densed financial statements be read in conjunction with the financial
         statements and the notes thereto included in the Company's 1994 annual
         report on Form 10-K. Wherever applicable, prior period's information 
         has been restated to reflect the June 15, 1992 three-for-two stock 
         split effected as a stock dividend. Certain amounts in the prior 
         periods' consolidated financial statements have been reclassified to 
         conform with the 1995 presentation.

   (2)   Income Per Share
         Net income per share is computed by dividing net income by the weighted
         average number of shares of stock outstanding during the period.

   (3)   Income Taxes
         Deferred income taxes reflect the net tax effects of temporary differ-
         ences between the carrying amounts of assets and liabilities for finan-
         cial statement purposes and the amounts used for income taxes.

   (4)   Common Stock Options
         There were 13,332 options exercised during the six months ended June
         30, 1995 and there were 22,062 options exercised during the six months
         ended June 30, 1994. For further information regarding stock options 
         refer to Note 6 of Notes to Consolidated Financial Statements included
         in the Company's 1994 annual report.

   (5)   Dividends
         1995
         On May 09, 1995 a cash dividend of $.10 per share was declared to 
         shareholders of record June 15 and paid June 30 in the amount of 
         $670,006.

         On January 27, 1995 a cash dividend of $.08 per share was declared to 
         shareholders of record March 17 and paid March 31 in the amount of 
         $535,304.

         1994
         On October 28, 1994 a cash dividend of $.08 per share was declared to 
         shareholders of record December 15 and paid December 30 in the amount 
         of $534,907.

         On July 29, 1994 a cash dividend of $.08 per share was declared to 
         shareholders of record September 15 and paid September 30 in the amount
         of $534,585.

         On May 3, 1994 a cash dividend of $.08 per share was declared to share-
         holders of record June 15 and paid June 30 in the amount of $534,176.

         On January 28, 1994 a regular cash dividend of $.08 per share and an 
         extra cash dividend of $.12 per share were declared to shareholders of
         record March 4 and paid March 18 in the amount of $1,334,950.

                                           7
<PAGE>

   (6)   Investments
         Fixed maturities and equity securities are classified as available-for-
         sale and, accordingly, are carried at fair value, with unrealized gains
         and losses reported as a separate component of shareholders' investment
         net of taxes. The cost of fixed maturities is adjusted for amortization
         of premiums and discounts to maturity. Fixed maturities and equity 
         securities deemed to have declines in value that are other than tempo-
         rary are written down through the statement of income to carrying 
         values equal to their estimated fair values.

         Investment real estate is carried at cost net of accumulated deprecia-
         tion of $105,672, $82,130 and $61,750 as of June 30, 1995, December 31,
         1994 and June 30, 1994, respectively.

         Cost of investments sold is determined under the specific identifica-
         tion method.

   (7)   Contingent Liabilities
         The Company is a defendant in certain lawsuits involving complaints
         which demand damages and recoveries for claims and losses alledgedly
         related to risks insured by the Company. In the opinion of management,
         such lawsuits are routine in that they result from the ordinary course
         of business in the insurance industry. The reserve for losses includes
         management's estimates of the probable ultimate cost of settling all 
         losses involving lawsuits.




                                         8
<PAGE>

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

OVERVIEW

Capitol Transamerica Corporation (the "Company") is an insurance holding company
operating in 33 states which writes, through its insurance subsidiaries, both 
property-casualty and fidelity-surety insurance. The property-casualty segement
accounts for approximately 80% of the business written while the fidelity-surety
segment accounts for approximately 20% of the Company's business.

The underwriting cylcles of the property-casualty insurance industry have been 
characterized by peak periods of adequate rates, underwriting profits and lower
combined ratios, while the downward side of the cycle is characterized by inade-
quate rates, underwriting losses and, as a result, higher combined ratios.  The 
adequacy of premium rates is affected primarily by the severity and frequency of
claims which in turn are affected by natural disasters, regulatory measures and
court decisions which continue to uphold the "deep pocket" theory in awarding
against insurance companies. Unfortunately for the insurance industry, the trend
of increasing price competition has continued as has the number of significant
natural disasters. This combination has resulted in considerable reduction in 
underwriting profitability for the industry as a whole.

Inflation also has a significant impact on the insurance industry in general, as
well as on the Company. Inflation creates higher claim costs, which are then
matched currently against premiums whose rating statistics were developed from
data of previous years. In recent inflationary periods, this has led to inade-
quate rate structures, since rate regualtors are slow to grant rate adjustments
at times when the overall economy is in an inflationary cycle. Studies have 
shown that premium rates trail the claim experience by a period of two years or 
more. Adequate premium rates continue to be of concern to the Company as well as
the entire property-casulaty insurance industry.

OPERATING RESULTS

As mentioned in the Overview section, the property-casualty insurance industry
is in a downward cycle. However, based on its operating results the Company is 
in a peak period as it continues to generate considerable underwriting profits.
The Company's increase in premiums earned has been strictly due to volume 
increases resulting from new product lines, expansion of coverages and entry in-
to new geographic territories. The ability to maintain a steady combined ratio,
typically 15 to 20 points below the industry average, is due to its basic phi-
losophy of generating underwriting profits. When the industry's cycle reverses,
the Company will be in an excellent position to take advantage of premium rate
increases which will benefit the Company's overall profitability.

For the six months ended June 30, 1995 gross premiums written were $33,929,782
compared with $58,564,342 for the year ended December 31, 1994 and $29,446,101
at June 30, 1994.

Premiums earned are recognized as net revenues after reduction for reinsurance
ceded and after establishment of the provision for the pro-rata unearned portion
of premiums written. Net premiums earned totaled $30,131,881, $52,461,456 and 
$25,217,693 for the respective periods; and net unearned premiums were 
$29,528,968, $26,794,249 and $26,054,447 at each respective period.
<TABLE>
<CAPTION>
                                  June 30,    December 31,    June 30,  
                                    1995          1994          1994
     <S>                          <C>           <C>           <C>
     Gross Premiums Written       $33,929,782   $58,564,342   $29,446,101
     Reinsurance Ceded              1,231,468     1,912,401     1,001,100
     Net Premiums Written         $32,698,314   $56,651,941   $28,445,001
     Net Premiums Earned          $30,131,881   $52,461,456   $25,217,693
     Net Unearned Premium Reserve $29,528,968   $26,794,249   $26,054,447

                                           9
<PAGE>
The Company's underwriting results can be measured by reference to the combined loss and expense ratios. This
tabulation includes the operating results of the two subsidiary insurance companies on a statutory basis. Loss and loss
adjustment expenses are stated as a ratio of net premiums earned, while underwriting expenses are stated as a ratio of net
premiums written. The combined ratios were as follows:
<CAPTION>
                                                 June 30,      December 31,      June 30,
Insurance Operating Ratios (Statutory Basis):      1995            1994             1994
          <S>                                       <C>             <C>              <C>
          Loss and Loss Adjustment Expenses         51.1%           52.3%            47.7%
          Underwriting Expenses                     32.5%           32.4%            32.3%
          Combined Ratios                           83.6%           84.7%            80.0%

The Company's combined loss and expense ratios compare very favorably with the industry average of 104.0% for the 
first quarter of 1995 and 108.5% for the full year of 1994.
</TABLE>

REINSURANCE

The Company follows the customary practice of reinsuring with other companies,
i.e., ceding a portion of its exposure on the policies it has written. This pro-
gram of reinsurance permits the Company greater diversification of business and
the ability to write larger policies while limiting the extent of its maximum
net loss. It provides protection for the Company against unusually serious oc-
currences in which a number of claims could produce a large aggregate loss. 
Management continually monitors the Company's reinsurance program to obtain pro-
tection that should be adequate to ensure the availability of funds for losses
while maintaining future growth.

NET INVESTMENT INCOME AND REALIZED GAINS

In accordance with SFAS No. 115, the Company's fixed maturities and equity se-
curites are classified as available-for-sale and are carried at fair value. The
unrealized gains and losses, net of tax, are reported as a separate component of
shareholders investment.

Interest and Dividend Income: Interest on fixed maturities is recorded as income
when earned and is adjusted for any amortization of purchase premium or dis-
count. Dividends on equity securities are recorded as income on ex-dividend 
dates.
<TABLE>
<CAPTION>
                                        June 30,          December 31,          June 30,
Investments:                              1995                1994                 1994
     <S>                                <C>                 <C>                 <C>
     Invested Assets                    $ 123,889,037       $ 104,785,146       $  94,416,788
     Net Investment Income                  3,112,091           5,359,606           2,536,356
     Percent of Return to
       Average Carrying Value                   5.7%                5.6%                5.4%
     Realized Gains (Losses)                   869,052           (106,188)             20,788
     Change in Unrealized Gains(Losses) $   11,887,452      $  (6,251,923)      $  (4,214,203)
</TABLE>
The $11,887,000 increase in unrealized gains for 1995 was composed of a
$4,538,000 increase in fixed maturities and a $7,349,000 increase in equity se-
curities. The Company not only has gained back all the unrealized losses ex-
perienced in 1994, but has another $5,636,000 in additional appreciation. Net
investment income for the six months of 1995 was up 23% over the first six 
months of 1994. Net unrealized gains (losses) were $10,892,387, ($995,065) and 
$1,042,654 as of June 30, 1995,December 31, 1994 and June 30,1994, respectively.

                                       10
<PAGE>    
INCOME TAXES

Income tax expense is based on income reported for financial statement purposes
and tax laws and rates in effect for the years presented. Deferred federal in-
come taxes arise from timing differences between the recognition of income de-
termined for financial reporting purposes and income tax purposes. Such timing
differences are related principally to the deferral of policy acquisition costs,
the recognition of unearned premiums, and discounting the claims reserves for
tax purposes. Deferred taxes are also provided on unrealized gains and losses.

LOSS RESERVES

Reserves for loss and loss adjustment expenses reflect the Company's best esti-
mate of the liability for the ultimate cost of reported claims and incurred but
not reported (IBNR) claims as of the end of each period. The estimates are based
on past claim experience and consider current claim trends as well as social and
economic conditions. The Company's reserve for loss and loss adjustment expenses
was $32,297,897 as of June 30, 1995 compared with $27,475,323 as of December   
31, 1994 and $22,097,041 as of June 30,1994. This increase is a combination of
giving consideration for the increase in premium volume, increased retention on
all lines of coverages written and an increase in the IBNR reserves. Management
continues to closely monitor the reserve development trends and projections as
it attempts to stabilize the loss reserve development which has occurred in 
recent years.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity refers to the Company's ability to meet obligations as they become
due. The obligations and cash outflow of the Company include claims settlements,
acquisition and administrative expenses, investment purchases and dividends to 
shareholders. In addition to satisfying obligations and cash outflow through
premium collections, there is cash inflow obtained from interest and dividend 
income, maturities and sales of investments. Because cash inflow from premiums
is received in advance of cash outflow required to settle claims, the Company
accumulates funds which it invests pending liquidity requirements. Therefore,
investments represent the majority (81.7%, 82.1% and 79.9% at each respective 
period) of the Company's assets. Cash outflow can be unpredictable for two rea-
sons: first, a large portion of liabilities representing loss reserves have un-
certainty regarding settlement dates; and second, there is potential for losses
occurring either individually or in aggregate. As a result, the Company main-
tains adequate short-term investment programs necessary to ensure the availa-
bility of funds. The investment program is structured so that a forced sale li-
quidation of fixed maturities should not be necessary during the course of ordi-
nary business involvement and activities. The Company has no material capital
expenditure commitments.

                                      11
<PAGE>

<TABLE>
                                                          INSURANCE SUBSIDIARY FINANCIAL STATEMENTS
                                                  Statutory Basis as Reported to State Regulatory Authorities
                                                     June 30, 1995, December 31, 1994 and June 30, 1994

    CAPITOL INDEMNITY CORPORATION                             June 30,           December 31,      June 30,
    Balance Sheets                                              1995                 1994            1994
    <S>                                            <C>                          <C>             <C>      
    ASSETS
    Cash and Invested Assets                       $        108,376,128         $ 96,224,984    $ 84,148,101
    Other Receivables                                        15,049,064           10,069,285      11,315,294
    Total Assets                                   $        123,425,192         $106,294,269    $ 92,463,395
    LIABILITIES
    Reserve for Losses and Loss Expenses           $         31,480,633         $ 26,829,156    $ 21,050,945
    Unearned Premiums                                        28,733,644           26,167,211      25,204,034
    Other Payables                                           13,489,235           12,645,939      10,153,991
    Total Liabilities                                        73,703,512           65,642,306      56,408,970
    SURPLUS AS REGARDS POLICYHOLDERS
    Shareholder's Equity                                     49,721,680           40,651,963      39,054,425
    Total Liabilities and Capital                  $        123,425,192         $106,294,269    $ 95,463,395

    Statements of Income
    Premiums Earned                                $         30,136,014         $ 51,476,687    $ 24,393,854
    Underwriting Deductions                                  26,239,790           45,441,802      20,841,050
    Net Underwriting Gain                                     3,896,224            6,034,885       3,552,804
    Investment Income Including Sales                         3,398,599            4,287,368       2,082,964
    Other Income (Expense)                                      103,803              (40,763)        (68,108)
    Income Tax Expense                                        1,937,556            2,865,727       1,570,625
    Net Income                                     $          5,461,070         $  7,415,763    $  3,997,035


    CAPITOL SPECIALTY INSURANCE CORPORATION
    Balance Sheets
    ASSETS
    Cash and Invested Assets                       $          5,655,883         $  5,283,210    $  4,855,852
    Other Receivables                                            81,136               75,084         515,174
    Total Assets                                   $          5,737,019         $  5,358,294    $  5,371,026
    LIABILITIES
    Due to Brokers                                 $            114,512         $       -       $       -  
    Other Payables                                                7,478                4,786          21,102
    Total Liabilities                                           121,990                4,786          21,102
    SURPLUS AS REGARDS POLICYHOLDERS
    Shareholder's Equity                                      5,615,029            5,353,508       5,349,924
    Total Liabilities and Capital                  $          5,737,019         $  5,358,294    $  5,371,026
    Statements of Income
    Premiums Earned                                $                525         $    260,879    $    256,083
    Underwriting Deductions                                      11,414              126,974         138,030
    Net Underwriting (Loss) Gain                                (10,889)             133,905         118,053
    Investment Income Including Sales                           138,831              230,004         133,893
    Other Income                                                   -                 138,171         142,865
    Income Tax Expense                                            6,382               69,248          76,583
    Net Income                                     $            121,560         $    432,832    $    318,228
</TABLE>

                                                                   12
<PAGE>












                                         PART II





<PAGE> 

                        Other Disclosures




     Item 1.   Legal Proceedings

               Reference is made to footnote number 7 "Contingent
               Liabilities" on Page 8 of this report.


     Item 2.   Changes in Securities
                         NONE

     Item 3.   Defaults Upon Senior Securities
                         NONE

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

               Reference is made to the Notice of Annual Meeting of
               Shareholders and Proxy Statement for the Annual
               Meeting of Shareholders which was held May 8, 1995,
               both of which are dated April 3, 1995 and previously
               filed with the Securities and Exchange Commission
               and are incorporated herein as an exhibit by
               reference.

     Item 5.   Other Information
                         NONE

     Item 6.   Exhibits and Reports on Form 8-K
                         NONE







                               14
<PAGE>



                CAPITOL TRANSAMERICA CORPORATION
                          Subsidiaries
                  Capitol Indemnity Corporation
             Capitol Specialty Insurance Corporation
                 Capitol Facilities Corporation


                       Board of Directors

     Paul J. Breitnauer                      Michael J. Larson
      Vice President and Treasurer            President
      Capitol Transamerica Corporation        Bank One Madison
     Sun Prairie,  Wisconsin                 Madison,  Wisconsin

     George A. Fait                          Reinhart H. Postweiler
      Chairman of the Board                   Retired-formerly with
      and President                           Flad Affiliated Corp.
      Capitol Transamerica Corporation       Madison,  Wisconsin
     Madison,  Wisconsin

     Robert W. Goodwin                       Richard E. Tipple
      Retired-formerly with                   Retired-formerly with
      Dean Witter Reynolds, Inc.              Univ. of Wisconsin
     Clearwater,  Florida                     Planning Department
                                             Stoughton,  Wisconsin




                            Officers

     George A. Fait                          Virgiline M. Schulte
      Chairman of the Board and President     Secretary

     Paul J. Breitnauer                      Jane F. Endres
      Vice President and Treasurer            Assistant Secretary







                               15
<PAGE>




                           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.



                         CAPITOL TRANSAMERICA CORPORATION






                         George A. Fait
                         Chairman of the Board and President



                         Paul J. Breitnauer
                         Vice President and Treasurer




Date:     August 10, 1995





                               16
<PAGE>




                CAPITOL TRANSAMERICA CORPORATION


FOR IMMEDIATE RELEASE              Contact:  Paul J. Breitnauer
JULY 18, 1995                              Phone (608) 231-4450
                          NEWS RELEASE
               SECOND QUARTER EARNINGS INCREASE 51%

Madison, Wisconsin, July 18, 1995- George A. Fait, Chairman, today announced 
that second quarter earnings were up 51.1% over the comparable quarter of 1994.
Consolidated net income for the quarter ended June 30, 1995 was $3.9 million or
$.58 per share compared with $2.6 million or $.39 per share for the same period
in 1994. The second quarter for 1995 included $.13 per share of pre-tax capital
gains. Excluding capital gains, second quarter 1995 and 1994 net income was $.50
and $.39 per share, respectively, a 29.6% increase.

     Year to date earnings were $6.9 million or $1.03 per share compared with 
$5.2 million or $.78 per share in 1994, a 33% increase.  Six months income in 
1995 included $869,000 or $.13 per share of pre-tax capital gains while the  
first six months of 1994 included $21,000 or $.01 per share of pre tax capital
gains. Excluding capital gains, net income for the six months of 1995 was $.95
per share compared with $.77 per share for the same period last year, a 22.3%
increase.

     Second quarter 1995 gross premiums written were $19.0 million compared with
$15.8 million for the same period in 1994, a $3.2 million increase or $20.6%. 
Net premiums earned for the second quarter increased from $12.9 million in 1994
to $16.3 million in 1995, a 26.7% increase.

     Gross premiums for the first six months of 1995 were $33.9 million compared
with $29.4 million for the same period in 1994, a 15.2% increase.  Net premiums
earned increased 19.5% for the first six months from $25.2 million in 1994 to
$30.1 million in 1995.

     Total cash and invested assets at June 30, 1995 were $123.9 million 
compared with $94.8 million at June 30, 1994, and increase of 30.7%. Net invest-
ment income for the six months of 1995 was $3.1 million compared with $2.5 
million for the same period in 1994, a 22.7% increase.

     Shareholders' equity at June 30, 1995 was $81.6 million or $12.19 per share
compared with $66.3 million or $9.92 per share for the same period in 1994, a 
23.2% increase.

     Dividends paid in the first six months of 1995 totaled $.18 per share. The
Board of Directors increased the quarterly dividend policy to $.10 per share
commencing with the second quarter of 1995.




                            17
<PAGE>

     Fait stated "the combined net loss, loss expense and general expense ratio
for the six months of 1995 was 83.6% compared with 80.0% for the like period of
1994. The ability to maintain a favorable combined ratio while increasing prem-
ium volume indicates that we have kept true to our basic philosophy of producing
underwriting profits and not relying solely on investment income to generate
positive earnings.  Overall the Company continues to show a most favorable com-
bined ratio compared to the industry average of 104.0% for the first quarter of
1995 and 108.0% for the full year of 1994."

     With two strong quarters of written premiums in 1995, the Company antici-
pates achieving its goal of increasing premiums written by 15% over 1994.  With
resources generated by its strong financial position, the Company is continuing
to meet the challenge of maintaining a steady pattern of growth and expansion  
with continuing profitability.

     Market value in excess of cost of the Company's investment portfolio in-
creased by $11.9 million in the first six months as a result of increased 
profits in the equity portfolio and the decrease in interest rates which result-
ed in an increase in the net worth of the Company's bond portfolio.

     Capital Transamerica Corporation is an insurance holding company operating
a regional insurance business writing specialty lines of commercial property and
casualty policies as well as fidelity and surety coverages through its sub-
sidiary insurance companies Capitol Indemnity Corporation and Capitol Specialty
Insurance Corporation. A third subsidiary, Capitol Facilities Corporation, pro-
vides premium financing for the insurance companies.  The Capitol Transamerica
Group operates in 33 states and is rated A+ (Superior) by A.M. Best Company, 
Inc., and independent organization that analyzes the insurance industry.

     Capitol Transamerica Corporation, with 6,692,524 shares 
outstanding, is traded on the National Over-the-Counter Stock
Market under the symbol CATA.



                   FINANCIAL HIGHLIGHTS FOLLOW






                               18
<PAGE>



                          CAPITOL TRANSAMERICA CORPORATION
                               SELECTED FINANCIAL DATA

<TABLE>
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except per share)
<CAPTION>
                                                   Six months ended                 Three months ended
                                                        June 30,                          June 30,   
                                                  1995             1994             1995           1994
   <S>                                         <C>              <C>             <C>             <C>    
   REVENUES
     Gross premiums written                    $  33,930        $  29,446        $  19,027      $  15,781
     Net premiums written                         32,698           28,445           18,352         15,367
     Net premiums earned                          30,132           25,218           16,317         12,882

   EXPENSES
     Claims and claim expenses                    15,328           12,204            8,398          6,343
     Other underwriting expenses                   9,428            8,632            4,971          4,465
       Total Losses and Expenses Incurred         24,756           20,836           13,369         10,808

     Underwriting income                           5,376            4,382            2,948          2,074

     Investment income                             3,112            2,536            1,569          1,299
     Realized investment gains                       869               21              849              9
     Other income                                    127               83               29             67

     Income before income tax                      9,484            7,022            5,395          3,449
     Income tax expense                            2,578            1,830            1,522            886

     NET INCOME                                 $  6,906         $  5,192         $  3,873       $  2,563
     EARNINGS PER SHARE                         $   1.03         $   0.78         $   0.58       $   0.39



<CAPTION>
                    COMPARATIVE FINANCIAL HIGHLIGHTS- Six Months Ended June 30,

                                   1995            1994            1993           1992            1991
Per Share Information
    <S>                        <C>             <C>             <C>            <C>             <C>      
    Income per share           $       1.03    $       0.78    $       0.69   $       0.81    $       0.79   
    Consolidated net income    $  6,905,943    $  5,191,708    $  4,559,447   $  5,332,621    $  5,062,208
    Weighted average number
      of shares outstanding       6,687,673       6,654,742       6,614,824      6,651,881       6,364,262
    Book value per share       $      12.19    $       9.92    $       8.79   $       7.87    $       6.43
    Shareholders' investment   $ 81,595,404    $ 66,250,106    $ 58,249,666   $ 51,597,691    $ 39,377,033
    Dividends paid             $  1,205,310    $  1,869,126    $  1,655,299   $    552,104    $    334,170
    Shares outstanding            6,692,524       6,675,324       6,627,360      6,558,920       6,123,020
Company Statistics:
    Gross premiums written     $ 33,929,782    $ 29,446,101    $ 23,148,398   $ 17,876,028    $ 15,724,598
    Net investment income      $  3,112,091    $  2,536,356    $  2,438,978   $  2,315,426    $  2,053,143
    Invested assets            $123,889,037    $ 94,416,788    $ 83,421,951   $ 70,031,713    $ 56,105,152
    Total assets               $151,563,673    $118,197,437    $103,594,519   $ 86,715,579    $ 71,675,442
Insurance Operating Ratios,
Statutory Basis:
    Loss and loss adjustment
                    expenses:         51.1%           47.7%           46.3%          38.3%           39.0%
    Underwriting expenses             32.5%           32.3%           32.6%          33.2%           33.4%
    Combined ratios                   83.6%           80.0%           78.9%          71.5%           72.4%

                                                 19
</TABLE>
<PAGE> 
  
<TABLE>
                          CAPITOL TRANSAMERICA CORPORATION
                               SELECTED FINANCIAL DATA


                                    BALANCE SHEETS
                            (in thousands, except per share)
<CAPTION>
                                                      June 30,      December 31,      June 30,
                                                       1995            1994            1994
   <S>                                              <C>             <C>             <C>
   ASSETS
     Cash and investments                           $  123,919      $  106,038      $   94,808
     Receivables                                        16,691          11,597          13,911
     Other assets                                       10,954           9,998           9,478

    TOTAL ASSETS                                    $  151,564      $  127,633      $  118,197


   LIABILITIES
     Claims and claim expenses                      $   32,298      $   27,475      $   22,097
     Unearned premiums                                  29,529          26,794          26,054
     Other liabilities                                   8,141           5,385           3,796

    TOTAL LIABILITIES                               $   69,968      $   59,654      $   51,947


   SHAREHOLDERS' EQUITY 
     Common Stock, $1.00 par value, authorized
      15,000,000 shares, issued 6,910,928,
      6,877,596 and 6,868,472, respectively         $    6,911      $    6,877      $    6,868
     Paid-in surplus                                     7,960           7,932           7,894
     Unrealized appreciation (depreciation) on 
      securities carried at fair value, net of 
      deferred taxes                                     7,189            (657)            688
     Retained earnings                                  59,858          54,157          51,151
     Less treasury stock, 190,756, 191,273 and
      193,148 shares, respectively, at cost               (332)           (330)           (351)

     TOTAL SHAREHOLDERS' EQUITY                        81,596           67,979           66,250

     TOTAL LIABILITIES AND
      SHAREHOLDERS' EQUITY                           $151,564         $127,633         $118,197


   SHAREHOLDERS' EQUITY PER SHARE                    $  12.19         $  10.17         $   9.92



    Increase in Shareholders' Equity -
       June 30, 1994 to June 30, 1995                  23.2%
       June 30, 1993 to June 30, 1994                                                     13.7%

                                             20
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 7
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<DEBT-HELD-FOR-SALE>                        69,254,113
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                          3,508,544
<EQUITIES>                                  49,697,727
<MORTGAGE>                                           0
<REAL-ESTATE>                                1,428,653
<TOTAL-INVEST>                             120,380,493
<CASH>                                       3,538,275
<RECOVER-REINSURE>                             448,933
<DEFERRED-ACQUISITION>                       9,080,575
<TOTAL-ASSETS>                             151,563,673
<POLICY-LOSSES>                             32,297,897
<UNEARNED-PREMIUMS>                         29,528,968
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                      0
<COMMON>                                     6,890,928
                                0
                                          0
<OTHER-SE>                                  74,704,476
<TOTAL-LIABILITY-AND-EQUITY>               151,563,673
                                  30,131,881
<INVESTMENT-INCOME>                          3,112,091
<INVESTMENT-GAINS>                             869,052
<OTHER-INCOME>                                 127,208
<BENEFITS>                                  15,328,328
<UNDERWRITING-AMORTIZATION>                 (1,365,186)
<UNDERWRITING-OTHER>                        10,303,169
<INCOME-PRETAX>                              9,484,487
<INCOME-TAX>                                 2,578,544
<INCOME-CONTINUING>                          6,905,943
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 6,905,943
<EPS-PRIMARY>                                     1.03
<EPS-DILUTED>                                     1.03
<RESERVE-OPEN>                              27,475,323
<PROVISION-CURRENT>                         11,330,000 
<PROVISION-PRIOR>                            3,998,328
<PAYMENTS-CURRENT>                           3,797,191
<PAYMENTS-PRIOR>                             6,708,563
<RESERVE-CLOSE>                             32,297,897
<CUMULATIVE-DEFICIENCY>                      4,055,000
        

</TABLE>


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