<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
FOR THE QUARTER ENDED MARCH 31, 2000
Commission File Number 2-39729
COTTON STATES LIFE INSURANCE COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-0830929
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
244 Perimeter Center Parkway, N.E.,
Atlanta, Georgia 30346
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 391-8600
--------------
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 the
filing requirements for at least the past 90 days.
YES [x] NO [ ]
The Registrant as of March 31, 2000, has 6,344,598 shares of common stock
outstanding.
<PAGE> 2
INDEPENDENT AUDITORS' REVIEW REPORT
The Stockholders and Board of Directors
Cotton States Life Insurance Company, Inc.:
We have reviewed the consolidated balance sheet of Cotton States Life Insurance
Company, Inc. as of March 31, 2000, and the related consolidated summary of
earnings, statement of comprehensive income, and cash flows for the three-month
periods ended March 31, 2000 and 1999. All information included in these
financial statements is the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is substantially less
in scope than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Cotton States Life Insurance
Company, Inc. as of December 31, 1999, and the related consolidated statements
of earnings, shareholders' equity, comprehensive income and cash flows for the
year then ended (not presented herein); and in our report dated February 22,
2000, we expressed an unqualified opinion on those financial statements.
KMPG LLP
April 21, 2000
1
<PAGE> 3
PART I - CONSOLIDATED FINANCIAL STATEMENTS
The following consolidated statements have been prepared by management. In
management's opinion, all adjustments and reclassifications necessary for a fair
statement of financial position at March 31, 2000 and December 31,1999 and the
results of operations for the three months ended March 31, 2000 and 1999 have
been made.
COTTON STATES LIFE INSURANCE COMPANY
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS 2000 1999
------------- ------------
<S> <C> <C>
Investments
Fixed maturities, held for investment, at amortized
cost (market value $15,395,047 in 2000 and
$15,975,769 in 1999) $ 15,574,454 16,076,877
Fixed maturities, available for sale, at market
(amortized cost $115,090,189 in 2000 and
$109,300,244 in 1999) 108,724,500 102,772,134
Equity securities, at market (cost $3,024,649 in 2000
and $2,531,851 in 1999) 3,350,180 2,623,214
First mortgage loans on real estate 2,644,677 2,898,757
Policy loans 8,618,331 8,591,609
Short-term investments 3,474,653 5,494,839
Other invested assets 1,000,000 1,000,000
------------- ------------
TOTAL INVESTMENTS 143,386,795 139,457,430
Cash 105,499 610,695
Accrued investment income 1,966,679 2,232,351
Premiums receivable 2,621,344 2,443,015
Reinsurance receivable 3,955,431 4,038,669
Deferred policy acquisition costs 42,694,221 41,263,817
Other assets 482,111 470,341
------------- ------------
$ 195,212,080 190,516,318
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Policy liabilities and accruals:
Future policy benefits $ 124,996,155 122,605,977
Policy and contract claims 1,383,653 1,455,077
Federal income taxes 4,641,906 4,105,725
Other liabilities 8,188,445 7,562,462
------------- ------------
TOTAL LIABILITIES 139,210,159 135,729,241
------------- ------------
Stockholders' equity:
Common Stock 6,754,504 6,754,504
Additional paid-in capital 1,496,417 1,528,178
Accumulated other comprehensive loss (3,182,034) (3,466,876)
Retained earnings 55,001,816 53,732,985
Less:
Unearned compensation-restricted stock (741,855) (362,458)
Treasury stock, at cost, (409,906 shares in
2000 and 427,145 in 1999) (3,326,927) (3,399,256)
------------- ------------
TOTAL STOCKHOLDERS' EQUITY 56,001,921 54,787,077
------------- ------------
$ 195,212,080 190,516,318
============= ============
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE> 4
COTTON STATES LIFE INSURANCE COMPANY
UNAUDITED CONSOLIDATED SUMMARY OF EARNINGS
THREE MONTHS ENDING MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
---------- ---------
<S> <C> <C>
Revenue:
Premiums $6,125,550 5,356,327
Investment income 2,401,626 2,301,675
Realized investment gains 116,976 122,552
Brokerage commissions 907,201 865,306
---------- ---------
TOTAL REVENUE 9,551,353 8,645,860
---------- ---------
Benefits and expenses:
Life benefits and claims 4,355,844 4,030,521
A&H benefits and claims 29,841 104,920
Amortization of policy acquisition costs 852,764 765,859
Operating expenses 1,888,623 1,928,699
---------- ---------
TOTAL BENEFITS AND EXPENSE 7,127,072 6,829,999
---------- ---------
Income before income tax expense 2,424,281 1,815,861
Income tax expense:
Current 414,271 339,501
Deferred 486,395 268,938
---------- ---------
TOTAL INCOME TAX EXPENSE 900,666 608,439
---------- ---------
NET INCOME $1,523,615 1,207,422
========== =========
Income per share of common stock
Basic $ 0.24 0.19
========== =========
Diluted $ 0.24 0.19
========== =========
Weighted average number of shares
used in computing income per share
Basic 6,346,448 6,368,462
========== =========
Diluted 6,467,157 6,503,244
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 5
COTTON STATES LIFE INSURANCE COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDING MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,523,615 1,207,422
Adjustments to reconcile net income to net
cash provided from operating activities:
Increase in policy liabilities and accruals 2,318,754 2,988,933
(Increase) in deferred policy acquisition costs (1,399,499) (1,098,239)
Increase in liability for income taxes 532,501 373,738
Decrease (Increase) in amounts receivable and
amounts recoverable from reinsurers (95,091) 546,744
Other, net 585,016 207,329
----------- -----------
Net cash provided from operating activities 3,465,296 4,225,927
----------- -----------
Cash flows from investing activities:
Purchase of fixed maturities available for sale (7,859,399) (3,960,192)
Purchase of equity securities (1,106,652) --
Sale of fixed maturities available for sale -- 1,983,219
Sale of equity securities 513,853 --
Proceeds from maturities of fixed
maturities held for investment 500,000 500,000
Proceeds from maturity and redemption of fixed
maturities held for sale 2,058,599 568,232
Principal collected on first mortgage loans 254,080 129,887
Net increase in policy loans (26,722) (33,888)
Other, net (58,685) (597,721)
----------- -----------
Net cash used in investing activities (5,724,926) (1,410,463)
----------- -----------
Cash flows from financing activities:
Cash dividends paid (254,777) (255,782)
Purchase of treasury stock (145,945) (538,082)
Stock issued under executive compensation plans 134,970 136,314
----------- -----------
Net cash used by financing activities (265,752) (657,550)
----------- -----------
Net increase (decrease) in cash and cash equivalents: (2,525,382) 2,157,914
Cash and cash equivalents:
Beginning of period 6,105,534 8,135,629
----------- -----------
END OF PERIOD $ 3,580,152 10,293,543
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 6
COTTON STATES LIFE INSURANCE COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDING MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- ----------
<S> <C> <C>
Net income: $ 1,523,615 1,207,422
Other comprehensive income (loss),
before tax:
Unrealized gains (losses) on securities
available for sale 536,657 (1,594,638)
Reclassification adjustment for realized
(gains) included in net earnings (116,976) (122,552)
----------- ----------
TOTAL OTHER COMPREHENSIVE INCOME
(LOSS), BEFORE TAX 419,681 (1,717,190)
Income tax expense (benefit) related to
items of other comprehensive income (loss) 134,839 (645,691)
----------- ----------
Other comprehensive income (loss),
net of tax 284,842 (1,071,499)
----------- ----------
TOTAL COMPREHENSIVE INCOME $ 1,808,457 135,923
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 7
COTTON STATES LIFE INSURANCE COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND DECEMBER 31, 1999
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements include the accounts of Cotton States Life
Insurance Company and its wholly owned subsidiaries CSI Brokerage Services,
Inc., and CS Marketing Resources, Inc. Significant inter-company transactions
and balances are eliminated in the consolidation.
The financial statements for the three months ended March 31, 2000 are unaudited
and have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and footnotes
included in the Company's annual report on Form 10-K for the year ended December
31, 1999.
The Company's operations include the following three major segments,
differentiated primarily by their respective methods of distribution and the
nature of related products: individual life insurance, guaranteed issue and
simplified issue life insurance, and brokerage operations. The Company's
operations in each segment are concentrated within its southeastern state
geographic market. Individual life insurance products are distributed through
the Company's multi-line exclusive agents, guaranteed issue and simplified issue
products are distributed through independent agents as well as exclusive agents,
and brokerage operations all involve third party products distributed through
the Company's exclusive and independent agents.
In the opinion of management, all adjustments, and reclassifications necessary
to present fairly the financial position and the results of operations and cash
flows for the interim period have been made. All such adjustments are of a
normal and recurring nature. The results of operations are not necessarily
indicative of the results of operations that the Company may achieve for the
entire year.
NOTE 2 - ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" (Statement
133). In June 1999, the FASB issued Statement 137, which changed the effective
date of Statement 133. As a result, the effective date of Statement 133 was
deferred for financial statements for all fiscal quarters of all fiscal years
beginning after June 15, 2000. The Company does not believe the provisions of
Statement 133 will have a significant impact on the financial statements upon
adoption.
6
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Statements made in the following discussion that state the Company's or
management's intentions, hopes, beliefs, expectations or predictions of the
future are forward-looking statements. Without limiting the foregoing,
forward-looking statements include statements which represent the Company's
beliefs concerning future levels of sales and redemption of the Company's
products, investment spreads and yields, or the earnings and profitability of
the Company's activities.
Forward-looking statements are necessarily based on estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which are subject to change. These uncertainties and contingencies
could cause actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company. Whether or not
actual results differ materially from forward-looking statements may depend on
numerous foreseeable and unforeseeable developments. Some may be national in
scope, such as general economic conditions, changes in tax law and changes in
interest rates. Some may be related to the insurance industry generally, such as
pricing competition, regulatory developments and industry consolidation. Others
may relate to the Company specifically, such as credit, volatility and other
risks associated with the Company's investment portfolio. Investors are also
directed to consider other risks and uncertainties discussed in documents filed
by the Company with the Securities and Exchange commission. If the Company's
assumptions and estimates are incorrect or do not come to fruition, or if the
Company does not achieve all of these key factors, then the Company's actual
performance could vary materially from the forward-looking statements made
herein. The Company disclaims any obligation to update forward-looking
information.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
PREMIUMS
2000 1999 INCREASE
---- ---- --------
<S> <C> <C> <C>
Guaranteed issue and simplified
issue life insurance $1,804,188 1,265,175 43%
Individual life insurance
Traditional life 1,423,598 1,424,224 --
Universal life 2,897,764 2,629,226 10%
---------- --------- --
Total individual life insurance 4,321,362 4,053,450 7%
---------- --------- --
TOTAL PREMIUMS $6,125,550 5,356,327 14%
========== ========= ==
</TABLE>
Guaranteed issue and simplified issue products are distributed by independent
agents and the Company's multi-line exclusive agents. The guaranteed issue
product is also available for purchase over the Internet at the Company's home
page.
7
<PAGE> 9
Individual life insurance premiums are produced by the Company's multi-line
exclusive agency force. The 43% increase in guaranteed issue and simplified
issue premiums is the result of increased production by independent agents. The
number of independent agents increased 30% to 3500 at March 31, 2000 compared to
2700 at December 31, 1999.
Individual life insurance premiums produced by the Company's multi-line
exclusive agents increased 7% and is principally influenced by the customer's
preference for universal life insurance.
INVESTMENT INCOME
Investment income increased 4% compared to the first three months of 1999
reflecting a 2.4% increase in the average investment portfolio and a small
increase in the annualized average yield to 6.8% compared to 6.7% for the first
quarter of 1999.
BROKERAGE COMMISSIONS
Other insurance carriers provide the Company's multi-line agents with products
that the Company does not underwrite. Gross brokerage commissions increased 5%
to $907,201 compared to the same quarter last year.
LIFE BENEFITS AND CLAIMS
Life benefits and claims, including reserve increases on individual life and
guaranteed issue and simplified issue products are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
2000 1999
---- ----
BENEFITS AND % OF BENEFITS AND % OF
CLAIMS PREMIUM CLAIMS PREMIUM
<S> <C> <C> <C> <C>
Guaranteed issue and
simplified issue $1,321,256 73% 686,857 54%
Individual life 3,034,588 71% 3,343,664 76%
---------- ---------
TOTAL $4,355,844 71% 4,030,521 75%
========== =========
</TABLE>
Benefits and claims as a percentage of premium improved 4 percentage points as
mortality returned to more normal levels. Death benefits and claims on
guaranteed issue and simplified issue increased for the quarter as production
increased 43% over the year earlier period and claim frequency increased to
expected levels.
OPERATING EXPENSES AND AMORTIZATION OF POLICY ACQUISITION COSTS
The amortization of policy acquisition costs remained consistent as a percentage
of premiums at approximately 14% for both the current and year earlier quarter.
This expense represents amortization of previously deferred costs over the life
of the underlying insurance contracts.
Operating expenses as a percentage of premiums decreased from 36% at March 31,
1999 to 31% at March 31, 2000. The Company continues to realize increasing cost
efficiencies from recently implemented technology including digital imaging and
automated policy processing. This allows the Company to increase production
without increasing costs.
8
<PAGE> 10
INCOME TAX EXPENSE
The effective tax rate for the quarter was 37% verses 33% for the first quarter
of 1999. The increase in the effective tax rate is due to the increase in
deferred policy acquisition costs and other temporary differences, which are
taxed at a rate of 34% and do not reflect the impact of the small company
deduction. The company expects annual tax rates fluctuate between 28% - 34%.
NET INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH
2000 1999 INCREASE
---- ---- --------
<S> <C> <C> <C>
Net income:
Individual life insurance $ 958,283 646,517 48%
Guaranteed issue and simplified issue 60,426 166,993 (36%)
Brokerage operations 503,291 455,208 11%
Group life and individual
accident and health 1,615 (61,296) 3%
---------- --------- ----
TOTAL NET INCOME $1,523,615 1,207,422 26%
========== ========= ====
</TABLE>
Overall growth in revenue, a return to more normal mortality levels including an
increase in guaranteed issue and simplified issue mortality, and cost
efficiencies across all segments accounted for the 26% increase in the Company's
net income for the quarter
YEAR 2000
The Company did not experience any material date-related problems with its
internal information or other systems and has not experienced any material
disruptions in connection with external information systems and data exchanges.
The Company will continue to monitor its internal and external information
systems and data exchanges throughout the year for first date occurrence events.
Based on the information now available, the Company does not expect any material
disruptions with respect to such events during the coming year.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CREDIT RISK
Credit Risk is the risk that issuers of securities owned by the Company will
default, or other parties, including reinsurers, which owe the Company money,
will not pay. The Company attempts to minimize these risks by following a
conservative investment strategy and by contracting with reinsuring companies
that meet high standards for rating criteria and other qualifications. The
Company invests in government, governmental agency and high quality corporate
bonds. The fixed maturity portfolio had an effective duration of 5.2 years and
an average rating of AA3 at March 31, 2000. Company policy is to have an
effective duration of less than ten years and to not purchase bonds with less
than an A rating.
INTEREST RATE RISK
The Company's fixed maturity investments are subject to interest rate risk. The
Company manages the impact of interest rate fluctuation through cash flow
modeling. Liabilities for interest sensitive products are
9
<PAGE> 11
carried at full account value. The Company periodically adjusts the credited
interest rates to reflect current market interest rates.
The table below summaries the Company's interest rate risk and shows the effect
of a hypothetical 100 basis point increase in interest rates on the market
values of the fixed investment portfolio. The selection of a 100 basis point
increase in interest rates should not be construed as a prediction by the
Company's management of future market events, but rather, to illustrate the
potential impact of such events. These calculations may not fully capture the
impact of the changes in the ratio of long-term rates to short-term rates.
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED FAIR VALUE
FAIR VALUE AFTER 100 BASIS POINT
FIXED MATURITIES MARCH 31, 2000 INCREASE IN INTEREST RATES
- ---------------- -------------- --------------------------
<S> <C> <C>
Held for investment $ 15,395,047 $ 15,039,267
Available for sale $108,724,500 $102,696,800
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
Premiums and investment income are the Company's major sources of cash flow used
to meet its short-term and long-term cash requirements.
The Company's short-term obligations consist primarily of operating expenses and
policyholder benefits. The Company has been able to meet these funding
requirements out of operating cash and cash equivalents. The Company does not
anticipate that it will become necessary to sell long-term investments to meet
short-term obligations.
The Company's principal long-term obligations are fixed contractual obligations
incurred in the sale of its life insurance products. The premiums billed for
these products are based on conservative and actuarially sound assumptions as to
mortality, persistency and interest. The Company believes these assumptions will
produce revenues sufficient to meet its future contractual benefit obligations
and operating expenses, and provide an adequate profit margin to finance future
growth without a major entry into the debt or equity markets.
INVESTMENTS
Since December 31, 1999, there has not been a material change in mix or credit
quality of the Company's investment portfolio. All purchases have been fixed
maturities available for sale and over 93% of the holdings at March 31, 2000 and
December 31, 1999 are rated "A" or better. Due to the general improvement in
bond market conditions, the Company experienced a decrease in gross unrealized
losses of approximately $162,000 for the quarter.
MORTGAGE LOANS
The Company's mortgage loan policy stipulates that the Company will loan no more
than 80% of the value on residential loans and no more than 75% of the value on
commercial loans. The Company grants loans only to employees (excluding officers
and directors) and agents.
10
<PAGE> 12
The geographic distribution of the loan portfolio as of March 31, 2000 and
December 31, 1999 is:
<TABLE>
<CAPTION>
NO. OF LOANS STATE BOOK VALUE
------------ ----- ----------
03/31/00 12/31/99 03/31/00 12/31/99
-------- -------- -------- --------
<S> <C> <C> <C> <C>
3 2 ALABAMA $ 141,624 106,920
6 5 FLORIDA 376,980 345,410
42 49 GEORGIA 2,126,073 2,446,427
-- -- ---------- ---------
51 56 $2,644,677 2,898,757
== == ========== =========
</TABLE>
The Company has a large concentration of loans in Georgia. Because the
loan-to-value ratio on delinquent loans is 28%, the Company does not anticipate
any loss should it choose to foreclose.
11
<PAGE> 13
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by item 305 of Regulation S-K is contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in this Form 10-Q.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in various actions incidental to the conduct of its
business. The Company intends to vigorously defend the litigation and while the
ultimate outcome of these matters cannot be estimated with certainty, management
does not believe the actions will result in any material loss to the Company.
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
Exhibit 11 - Statement re Computation of Per Share Earnings
Exhibit 27 - Financial Data Schedule (SEC only)
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.
COTTON STATES LIFE INSURANCE COMPANY
REGISTRANT
Date: 5/12/00 /s/ J. Ridley Howard
-----------------------------------------
J. Ridley Howard, Chairman
President and Chief Executive Officer
Date: 5/12/00 /s/ Roger W. Fisher
-----------------------------------------
Roger W. Fisher
Chief Financial Officer
12
<PAGE> 1
EXHIBIT 11
COTTON STATES LIFE INSURANCE COMPANY
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
The following computations set forth the calculations of basic and diluted net
income per common share and common share equivalents for the three-month period
ended March 31, 2000 and 1999.
<TABLE>
<CAPTION>
BASIC DILUTED
INCOME INCOME
PER SHARE PER SHARE
--------- ---------
<S> <C> <C>
For the three months ended March 31, 2000
Net income $1,523,615 1,523,615
========== =========
Weighted average number of common
shares outstanding 6,346,448 6,346,448
Common share equivalents resulting
from: dilutive stock options -- --
restricted stock -- 117,727
---------- ---------
Adjusted weighted average number
of common and common equivalent
shares outstanding 6,346,448 6,467,157
========== =========
Net income per common share 0.24 0.24
========== =========
For the three months ended March 31, 1999
Net income 1,207,422 1,207,422
========== =========
Weighted average number of common
shares outstanding 6,368,462 6,368,462
Common share equivalents resulting
from: dilutive stock options -- 56,783
restricted stock -- 78,019
---------- ---------
Adjusted weighted average number
of common and common equivalent
shares outstanding 6,368,462 6,503,244
========== =========
Net income per common share 0.19 0.19
========== =========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE COTTON STATES LIFE INSURANCE COMPANY FOR THE THREE
MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<DEBT-HELD-FOR-SALE> 108,724,500
<DEBT-CARRYING-VALUE> 15,574,454
<DEBT-MARKET-VALUE> 15,395,047
<EQUITIES> 3,350,180
<MORTGAGE> 2,644,677
<REAL-ESTATE> 0
<TOTAL-INVEST> 143,386,795
<CASH> 105,499
<RECOVER-REINSURE> 3,955,431
<DEFERRED-ACQUISITION> 42,694,221
<TOTAL-ASSETS> 195,212,080
<POLICY-LOSSES> 126,379,808
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 6,754,504
<OTHER-SE> 49,247,417
<TOTAL-LIABILITY-AND-EQUITY> 195,212,080
6,125,550
<INVESTMENT-INCOME> 2,401,626
<INVESTMENT-GAINS> 116,976
<OTHER-INCOME> 907,201
<BENEFITS> 4,385,685
<UNDERWRITING-AMORTIZATION> 852,764
<UNDERWRITING-OTHER> 1,888,623
<INCOME-PRETAX> 2,424,281
<INCOME-TAX> 900,666
<INCOME-CONTINUING> 1,523,615
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,523,615
<EPS-BASIC> 0.24
<EPS-DILUTED> 0.24
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
