NOBEL INSURANCE LTD
10-Q, 1997-07-14
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                           
                                    FORM 10-Q
                                          

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                           
         For Quarter Ended March 31, 1997 Commission File Number 0-10071



                             NOBEL INSURANCE LIMITED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



      ISLANDS OF BERMUDA                               98-0076395
 (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)  
                                     
           
         FALCONER HOUSE                                  NONE
          GROUND LEVEL                                 (Zip Code)
       108 PITTS BAY ROAD                                 HMAX
        HAMILTON, BERMUDA 
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
          

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (441)  292-7104.


        
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days.
        
         
                           YES /X/         NO / /
       

Number of Common Shares, $1.00 Par Value, outstanding at May 9, 1997

                                4,498,856


<PAGE>

                             NOBEL INSURANCE LIMITED
                           CONSOLIDATED BALANCE SHEETS
                      (EXPRESSED IN UNITED STATES DOLLARS)

<TABLE>

                                                                    MARCH 31,   DECEMBER 31,
                                                                      1997         1996
- --------------------------------------------------------------------------------------------
                                                                       (IN THOUSANDS)
<S>                                                                 <C>           <C>
ASSETS

Investments:
  Trading portfolio, at fair value:
  Fixed maturity securities (amortized cost: $488 March 31, 
   1997 and $487 December 31, 1996)                                 $    503      $    502
  Equity securities (cost: $3,562 at March 31, 1997 and $2,611                 
   at December 31, 1996)                                               4,846         4,057
  Other investments (cost: $504 at March 31, 1997 and $722                     
   at December 31, 1996)                                                 571           835
  Securities available for sale, at fair value:                                
    Fixed maturity securities (amortized cost: $98,417 at March                
     31, 1997 and $100,340 at December 31,1996)                       97,012       100,970 
  Equity securities (cost: $3,645 at March 31, 1997 and $2,045                 
     at December 31, 1996                                              3,867         2,293
  Short-term investments, at cost, which approximates fair         
   value                                                              13,237        12,880
                                                                   ---------      --------
     Total investments                                               120,036       121,537
Cash                                                                   1,109         1,905
Funds held by reinsurance companies                                    1,798         1,702
Premiums and other receivables less allowance for doubtful 
  accounts ($298 at March 31, 1997 and at December 31, 1996)          26,803        30,693
Accrued interest income                                                1,481         1,484
Reinsurance recoverable on paid and unpaid claims                     28,386        26,361
Prepaid reinsurance premiums                                          22,982        27,316
Property and equipment less accumulated depreciation ($1,790 
 at March 31, 1997 and $2,119 at December 31, 1996)                    3,884         4,045
Deferred policy acquisition costs                                      1,809           700
Net deferred tax asset                                                 4,374         4,774
Other assets                                                           2,223         2,261
                                                                    --------      --------
     Total assets                                                   $214,885      $222,778
                                                                    --------      --------
                                                                    --------      --------
</TABLE>

           (See Accompanying Notes to Consolidated Financial Statements)

                                        1
<PAGE>

                             NOBEL INSURANCE LIMITED
                           CONSOLIDATED BALANCE SHEETS
                      (EXPRESSED IN UNITED STATES DOLLARS)
                                   (CONTINUED)
                                                    

<TABLE>

                                                                    MARCH 31,    DECEMBER 31,
                                                                      1997          1996
- -----------------------------------------------------------------------------------------------
                                                              (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                                                  <C>           <C>

LIABILITIES

Reserve for claims and claims expenses                              $ 83,708      $ 88,397
Unearned premiums                                                     38,705        40,389
Accounts payable and accrued liabilities                              11,714        13,180
Reinsurance premiums payable                                          23,687        22,733
Other liabilities                                                      4,765         4,892
                                                                    --------      --------
  Total liabilities                                                  162,579       169,591
                                                                    --------      --------

SHAREHOLDERS' EQUITY
     
Capital shares (Authorized 20,000,000 shares; $1 par value; issued
 7,793,128 shares at March 31, 1997; 7,743,458 shares at December 31,
 1996; outstanding 4,490,356 shares at March 31, 1997 and 4,471,106 
 shares at December 31, 1996)                                          7,793         7,743
Contributed surplus                                                   44,780        44,499
Unrealized gain on investments                                        (1,510)          551
Retained earnings                                                     31,206        29,996
Treasury stock, at cost (3,302,772 shares at March 31, 1997 and 
 3,272,352 shares at December 31, 1996)                              (29,963)      (29,602)
                                                                    --------      --------
Total shareholders' equity                                            52,306        53,187
                                                                    --------      --------
Commitments and Contingencies

Total liabilities and shareholders' equity                          $214,885      $222,778
                                                                    --------      --------
                                                                    --------      --------
</TABLE>

              (See Accompanying Notes to Consolidated Financial Statements)

                                        2
<PAGE>


                              NOBEL INSURANCE LIMITED
              CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                        (EXPRESSED IN UNITED STATES DOLLARS)

<TABLE>

                                                                     THREE MONTHS ENDED
                                                                          MARCH 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)                                1997          1996
- -------------------------------------------------------------------------------------------
<S>                                                               <C>            <C>
REVENUES:

  Premiums written                                                  $19,733       $18,701

  Reinsurance purchased                                              (8,446)       (4,314)
                                                                    -------       -------
  Net premiums written                                              $11,287       $14,387
                                                                    -------       -------
                                                                    -------       -------

  Premiums earned                                                   $21,417       $19,055
  Premiums ceded                                                    (12,779)       (5,739)
                                                                    -------       -------
  Net premiums earned                                                 8,638        13,316
  Interest income, net of investment expenses of 
   $383 at March 31, 1997 and $177 at March 31, 
   1996, respectively                                                 1,329         1,678
  Net investment gains                                                  131           212
  Claim adjusting fees earned                                         1,360         3,557
                                                                    -------       -------
  Total revenues                                                     11,458        18,763
                                                                    -------       -------
EXPENSES:

  Claims and claims expenses                                         11,158        14,776
  Reinsurance recoveries                                             (6,996)       (5,664)
                                                                    -------       -------
  Net claim and claim expenses                                        4,162         9,112
  Service fees and commissions                                        1,236         3,943
  General and administrative expenses                                 4,202         4,180
                                                                    -------       -------
  Total expenses                                                      9,600        17,235
                                                                    -------       -------

  Net income before income taxes                                      1,858         1,528

    Income tax expense (benefit):
      Current                                                           248           175
      Deferred                                                          400           (53)
                                                                    -------       -------
      Income tax expense                                                648           122
                                                                    -------       -------

  Net income                                                          1,210         1,406
  Retained earnings at beginning of period                           29,996        26,612
                                                                    -------       -------

  Retained earnings at end of period                                $31,206       $28,018
                                                                    -------       -------
                                                                    -------       -------
EARNINGS PER CAPITAL SHARE:

  Net income per capital share                                      $  .26        $   .29
                                                                    -------       -------
                                                                    -------       -------

  Average number of capital shares                                    4,583         4,830
                                                                    -------       -------
                                                                    -------       -------


           (See Accompanying Notes to Consolidated Financial Statements)

                                        3
<PAGE>


                           NOBEL INSURANCE LIMITED
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (EXPRESSED IN UNITED STATES DOLLARS)



                                                                     THREE MONTHS ENDED
                                                                          MARCH 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)                                1997          1996
- -------------------------------------------------------------------------------------------
                                                                       (IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                         $  1,210      $  1,406

  Adjustments to reconcile net income to net cash from 
   operations activity:

  Depreciation and amortization                                         378           167
  Change in deferred acquisition costs                               (1,109)       (1,161)
  Deferred tax benefit                                                  400           (35)
  Increase (decrease) in reserve for claims and claims expenses      (4,689)        3,825
  Decrease in unearned premiums                                      (1,684)         (356)
  Decrease in accounts payable and accrued liabilities               (1,466)          (27)
  (Decrease) in deferred service fee income                             (68)          (65)
  (Increase) decrease in net premiums receivable                      4,844          (173)
  (Increase) decrease in accrued interest income                          3          (105)
  (Increase) in reinsurance recoverables                             (2,025)       (3,755)
  Decrease in prepaid reinsurance premiums                            4,334         1,426
  Decrease in other assets                                               97           105
  (Increase) in funds held by reinsurance companies                     (96)         (230)
  Net (additions to) dispositions from trading portfolio investments   (626)        3,608
  Net realized investment gains                                        (131)         (212)
  (Gains) losses on disposal of other assets                             (4)            9
                                                                   --------      --------
    Net cash provided (used) from operating activities                 (632)        4,427
                                                                   --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Investments sold or matured:
  Fixed maturities, available for sale                              34,684         13,218
  Equity securities, available for sale                                199            ---
Purchase of investments:
  Fixed maturities, available for sale                             (32,579)       (13,820)
  Equity securities, available for sale                             (1,780)           ---
Payments on acquisitions                                                (6)           ---
Purchase of software, property and equipment                          (241)          (556)
                                                                    -------       -------
    Net cash provided (used by) investing activities                    277        (1,158)
                                                                    -------       -------



           (See Accompanying Notes to Consolidated Financial Statements)

                                        4

<PAGE>

                            NOBEL INSURANCE LIMITED
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (EXPRESSED IN UNITED STATES DOLLARS)
                                  (CONTINUED)


                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                       1997          1996
- -------------------------------------------------------------------------------------------
                                                                       (IN THOUSANDS)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable                                             ---         2,500

Proceeds from issuance of capital shares                                331           398
Repayment of notes payable and capital lease obligation                 (54)         (131)
Purchase of treasury stock                                             (361)      (12,743)
                                                                    -------      --------
Net cash (used by) financing activities                                 (84)       (9,976)
                                                                    -------       -------
Net (decrease) in cash and cash equivalents                            (439)       (6,707)
Cash and cash equivalents at beginning of year                       14,785        15,305
                                                                    -------       -------
Cash and cash equivalents at end of year                            $14,346       $ 8,598
                                                                    -------       -------
                                                                    -------       -------

</TABLE>
   


           (See Accompanying Notes to Consolidated Financial Statements)

                                         5
<PAGE>
                                       
                            NOBEL INSURANCE LIMITED
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The Consolidated Balance Sheets at March 31, 1997, and Consolidated 
Statements of Income and Retained Earnings for the three months ended March 
31, 1997 and Consolidated Statements of Cash Flows for the three months ended 
March 31, 1997, have not been examined by independent accountants, but, in 
the opinion of Nobel Insurance Limited ("Company"), all adjustments 
(consisting only of normal accruals) necessary for a fair presentation of the 
financial position and results of operations for the periods indicated have 
been included.
          
     Statement of Financial Accounting Standards ("FAS") 115 "Disclosures 
About Fair Value of Financial Instruments"  was adopted in 1994 and impact 
the Company's financial statements as follows:

1)   Net unrealized (losses) of $(208,000) and $(838,000) from trading 
portfolio investments were included in first quarter earnings for 1997 and 
1996 respectively.

2)   Net unrealized gains (losses) of $(1,510,000) and $551,000 from 
portfolio investments classified as available for sale were included in 
shareholders' equity at March 31, 1997 and December 31, 1996, respectively.

   The Company is a foreign corporation not, in management's opinion, engaged 
in a trade or business in any jurisdiction requiring the payment of taxes on 
income except for its United States subsidiaries (the "U.S. Group") who may 
ultimately pay United States taxes on their income.

   The U.S. Group is domiciled in the United States and is subject to United 
States taxes on income.  At December 31, 1996, the U.S. Group had 
consolidated net operating (losses) of approximately $(4,452,000) which  may 
be carried forward for U.S. Federal income tax purposes.  Such loss 
carryforwards expire beginning in 2004.

   FAS 109, "Accounting for Income Taxes", was adopted by the Company in 1993 
on a prospective basis.  The effect of income taxes on operations is  
presented below:
               
                                                         THREE MONTHS ENDED
                                                              MARCH 31
                                                          1997      1996
      -----------------------------------------------------------------------
                                                       (DOLLARS IN THOUSANDS)

      Net income before income taxes - consolidated      $1,858       $1,528
      Foreign - not subject to tax                         (325)           7
                                                         ------       ------
      U.S. - subject to tax                              $2,183       $1,521
                                                         ------       ------
                                                         ------       ------
      Computed "expected" tax expense @ 34%              $  742       $  517
      Reduction for tax exempt interest                     (84)        ---
      Change in deferred tax valuation allowance            ---         113
      Other items, net                                      (10)       (508)
                                                         ------       ------
         Tax expense (benefit)                           $  648       $  122
                                                         ------       ------
                                                         ------       ------

                                       6
<PAGE>
      
      The tax effects of temporary differences that give rise to significant 
portions of the deferred tax assets and deferred tax liabilities at March 31, 
1997 and December 31, 1996 are presented below:


                                                      MARCH 31,    DECEMBER 31,
                                                         1997          1996
- ------------------------------------------------------------------------------
                                                       (DOLLARS IN THOUSANDS)
 Deferred tax assets:
   Accounts receivable, principally due to
    allowance for doubtful accounts                     $    49       $    49
                               
   Claims reserves, principally due to discounting
    for tax                                               2,825         2,887
   Unearned premium adjustment                            1,602           889
   Net operating loss carryforwards                       1,189         1,853
   Other                                                    508           508
                                                        -------       -------
     Total deferred tax assets                            6,173         6,186
                                                        -------       -------
 Deferred tax liabilities:
   Deferred policy acquisition costs                       (615)         (238)
   Unrealized gains bonds available for sale               (327)         (327)
   Other                                                   (857)         (847)
                                                        -------       -------
     Total gross deferred tax liabilities                (1,799)       (1,412)
                                                        -------       -------
      Net deferred tax balance                           $4,374        $4,774
                                                        -------       -------
                                                        -------       -------


     Earnings per share was determined by dividing net income by average 
primary shares outstanding which, includes common and common equivalent 
shares outstanding attributable to outstanding stock options as follows:

                                                          THREE MONTHS ENDED
                                                               MARCH 31
                                                           1997        1996
- --------------------------------------------------------------------------------
                                                              (IN THOUSANDS)

     Average common shares outstanding                     4,481        4,699
     Shares applicable to common
      stock equivalents                                      102          131
                                                           -----        -----
     Average primary shares outstanding                    4,583        4,830
                                                           -----        -----
                                                           -----        -----


  Insurance companies are required to provide reserves for the settlement and 
expense of investigation of all reported and unreported claims.  Such 
provisions are necessarily based on estimates.  The estimates, and the 
methods used to arrive at them, are periodically reviewed by the Company in 
consultation with professional actuaries and changes are reflected in current 
operations for the period in which they are determined.
  
  The Company estimates claims and claims expenses based on historical 
experience and payment and reporting patterns for the type of risk involved.  
The anticipated effect of inflation is implicitly considered when estimating 
claims and claims expenses.  The difference between the U.S. insurance 
subsidiary's reserves on a statutory basis and on the basis of generally 
accepted accounting principles is not material.


                                       7
<PAGE>


  Inherent in the estimates of ultimate claims are expected trends in claim 
severity, frequency and other factors that may vary as claims are settled.  
The amount of uncertainty in the estimates is affected by such factors as the 
amount of historical claims experience relative to the development period for 
the type of risk, knowledge of the actual facts and circumstances, and the 
amount of insurance risk retained.

  At March 31, 1997 and December 31, 1996, the Company recorded reserves for 
incurred but not reported and development of known claims ("IBNR") which 
represented the Company's best estimate of the reserve for claims and claims 
expense. 

  The outstanding balances for casualty and other coverages reserves for 
incurred but not reported and development of known claims, net of reinsurance 
recoverable,  were (in thousands):


                                     RESERVE    BALANCE     EFFECT     EFFECT
     PERIOD ENDING                     GROSS       NET       GROSS      NET
- -------------------------------------------------------------------------------

     At March 31, 1997               $29,255    $15,828
     Three months ended 
       March 31, 1997                                     $(6,611)   $(4,847)
     At December 31, 1996            $35,866    $20,675
     At March 31, 1996               $39,232    $23,283
     Three months ended 
       March 31, 1996                                     $ 3,205      $ 751

   An allowance for doubtful receivables is established when it becomes 
evident collection is doubtful.  An allowance of $ 298,000 was established as 
of March 31, 1997 and December 31, 1996, respectively.

   Net income and shareholder's equity of the U.S. insurance subsidiary, as 
filed with regulatory authorities on the basis of statutory accounting 
practices, were as follows (in thousands):

                                            STATUTORY        STATUTORY
                                          SHAREHOLDERS'         NET
     PERIOD                                  EQUITY         INCOME (LOSS) 
- ------------------------------------------------------------------------------
    
     At March 31, 1997                     $36,915
     Three months ended March 31, 1997                         $1,602
     At December 31, 1996                  $35,513
     At March 31, 1996                     $32,095
     Three months ended March 31, 1996                         $ (319)






                                      8
<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS
         
LIQUIDITY AND CAPITAL RESOURCES 

   The principal cash requirements of the Company consist of claims payments 
and operating expenses.  

   The Nobel U.S. Group's non-insurance operations incur substantially all of 
the administrative expenses.  The principal sources of cash to pay the 
expenses for the non-insurance operations are claim adjusting fees, and 
administrative service fees from the Domestic Company and the Parent Company.
   
   The source of liquidity for claims payments consists of net premiums, 
after deduction for expenses, plus investment income on the balances of such 
premiums prior to their use to pay claims.  These invested balances are also 
used for collateral to secure certain ceding insurers' reinsurance reserves.  
United States insurance regulations require the ceding insurers to maintain 
approved collateral for reinsurance balances, including reserves for unearned 
premiums and unpaid claims and claims expenses ceded to non-admitted 
reinsurers.  

   The collateral requirements for reinsurance ceded to the Parent Company by 
INA is being satisfied by a combination of letters of credit and trust 
balances.  The settlement of all claims and claims expenses is being 
withdrawn from the trust account.  The combined amount of letters of credit 
and market value of trust assets at March 31, 1997 is  $14,693,000.           

   The terms of the Parent Company's letter of credit facility requires 
collateral equal to the amount of letters of credit issued plus a negotiated 
market value margin for investments other than short-term investments. At 
March 31, 1997, the collateral consisted of short-term bank deposits and 
AAA-rated fixed income securities which require a 5% margin.  At March 31, 
1997, the Company had cash and investments of $121,145,000 of which 
$20,586,000 was collateralized or pledged to secure the U.S. insurers that 
have ceded reinsurance to the Company, and to maintain security deposits in 
the U.S. with various state insurance departments.   

    Effective January 1, 1994, the Company adopted Financial Accounting 
Standard 115.   The Company carries its investments designated as trading 
portfolio investments at market value.  Year to date as of March 31, 1997, 
the Company sold $779,000 of trading portfolio investments with $107,000 gain 
realized.  The Company classified its fixed income security investments, 
principally bonds, as available for sale, and accordingly, carries these 
investments at market value.  The Company's investment guidelines prescribe a 
portfolio structure of maturities to provide adequate liquidity to settle 
claims liabilities.  The portfolio continues to be conservatively invested in 
high quality securities.

   Net cash (used) from operating activities for the first three months of 
1997 was $(632,000 compared to net cash provided of  $4,427,000 for the first 
three months of 1996, the difference was due to payment of the Petro Energy 
claim for $5,320,000.  Net cash provided by investing activities was $277,000 
for the first three months of 1997, as opposed to cash (used) of $(1,158,000) 
for the same

                                      9
<PAGE>


period of 1996.  Cash used by financing activities included the purchase of 
30,420 shares of treasury stock for $361,000 or an average cost of $11.875, 
plus repayment of $54,000 in notes payable less $331,000 received from 
exercise of stock options to produce net financing cash (used) of $(84,000), 
compared to net financing cash (used) of $(9,976,000) for the first three 
months of 1996.

  The insurance operations require capital to support premium writings.  The 
Company believes that its insurance subsidiary may need additional capital to 
support planned business activities.  Management has a term loan facility 
available of $11,462,000 to meet the additional business opportunities 
planned in 1997.

RESULTS OF OPERATIONS
THREE MONTHS 1997 VERSUS THREE MONTHS 1996

  The composition of the net income for 1997 as compared to the net income 
for 1996 by type of operation is as follows:
                                                       
                                             THREE MONTHS ENDED 
                                                  MARCH 31
                                              1997          1996
- ------------------------------------------------------------------------------
                                            (DOLLARS IN THOUSANDS)

              Underwriting operations         $1,080      $ (457)
              Claim adjusting operations       (286)         463
              Corporate operations             (396)        (366)
              Investment and other income     1,460        1,889
              Federal income tax               (648)        (122)
                                             ------       ------
              Net after tax                  $1,210       $1,407
                                             ------       ------
                                             ------       ------

   There is significant seasonality in the Company's operating results, with 
the first quarter generally weakest and the third quarter strongest.  
Investment and other income for the three months of 1997 and 1996 was 
impacted by reduced yield rates, the acquisition of treasury stock, loan 
interest charges, and negative operating cash flow for the first quarter of 
1997.

UNDERWRITING OPERATIONS.  Premiums written increased $1,032,000, or 6%, over 
1996.  Reinsurance purchased increased $4,132,000, or  95% due to the 
acquisition of several new reinsurance programs primarily in the Commercial 
Casualty Division.  As a result, net earned premiums decreased  $4,678,000 or 
35%.  The comparability of reinsurance purchased is affected by changes in 
the Company's major reinsurance agreements in 1996 and the first quarter of 
1997.  Effective December 31,1996, the Company entered into an 80% quota 
share reinsurance agreement on the unearned premium reserve for its 
commercial casualty business. The Company also entered into a $500,000 excess 
of $500,000 facultative treaty for 13 of its largest trucking accounts during 
the first quarter of 1997.  Effective January 1, 1997, the Company increased 
the limits on its surety excess of loss reinsurance treaty to $6,000,000 from 
$4,000,000 and raised its retention per principal to $200,000 from $150,000 
while maintaining its 5% participation.  In addition, effective January 1, 
1997, the Company purchased full coverage for the first layer ($2,500,000 
excess of $2,500,000) of its catastrophe excess of loss treaty for personal 
lines compared to 75% for 1996.  The financial effect of these changes was 
increased premiums and commissions ceded accompanied by decreased claims 
exposure.  


                                       10
<PAGE>


   The claims ratio to net earned premiums was 48% for the first three months 
of 1997 compared to 69%  in the same period of 1996.  The decrease resulted 
primarily from prior period claim reductions. The commercial casualty program 
continues to experience competition and continued soft market conditions 
especially for its trucking business.  As a result, the Company changed its 
pricing strategy for its trucking business by following an actuarial based 
model which relates premiums more closely with expected costs and average 
expenses. The Company had approximately $210,000 in net reserve reductions 
including loss adjustment expense reserves in the first quarter 1997, which 
reflect current actuarial indications of the ultimate cost of future claims 
settlements. All of the decreases were for claims occurring in prior accident 
years. 

   Expenses, which consist of net service fees, commissions, general and 
administrative expenses,  including the claim adjusting and corporate 
operations, were 48% and 54% of net written premiums for the first three 
months of 1997 and 1996, respectively.  The following table shows the 
components of net service fees and commissions:
           
                                                     THREE MONTHS ENDED
                                                          MARCH 31
                                                     1997            1996
- ----------------------------------------------------------------------------
                                                   (DOLLARS IN THOUSANDS)

      Salary and general expense                   $ 4,202        $ 3,791
      Commissions, fronting, and taxes expense       5,203          6,195
      Ceding commission income                      (2,858)        (1,090)
      Change in deferred acquisition costs          (1,109)        (1,161)
                                                   -------        -------
                                                   $ 5,438        $ 7,735
                                                   -------        -------
                                                   -------        -------

  Commissions, fronting, and taxes expense was 26.4% of direct premiums 
written in 1996 compared to 33.1% in 1995 due to the decrease in commercial 
casualty business.  Ceding commission income was 33.8% of reinsurance 
purchased for the first three months of 1997 compared to 25.3% for the same 
period of 1996 due to increased ceded premiums in the commercial casualty 
area.

  General and administrative expenses charged to operations increased by 
$411,000 or 11%, and were 21.3% of direct premiums written for the first 
three months of 1997 compared to 20.7% in the same period of 1996.  The 
increase is related to severance due to reorganization and bonus accrual 
charge in the first quarter of 1997.

CLAIM ADJUSTING OPERATIONS.  Decreased claim adjusting fees of $2,197,000 
along with decreased claim adjusting commissions of $1,298,000 resulted 
primarily from decreased catastrophe and storm activity in the first quarter 
of 1997.

INVESTMENT INCOME.  Net interest income decreased by $349,000 or 20%, due to 
lower yields on reduced investment balances and negative cash flow from 
operations for the first three months of 1997.  Net realized investment gains 
decreased by  $81,000 during the first three months of 1997 versus 1996.

  The effect of inflation on net income was not significant to the Company's 
results during this period.


                                      11
<PAGE>


PART II.  OTHER INFORMATION
         
Item 1.   LEGAL PROCEEDINGS

       Not applicable.

        
Item 2.   CHANGES IN SECURITIES

       Not applicable.

          
Item 3.   DEFAULTS UPON SENIOR SECURITIES

       Not applicable.

          
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      1.  At the Company's Annual Meeting of Shareholders held on May 9, 
1997, the following individuals were elected to the Board of Directors:

                                         VOTES FOR     VOTES WITHHELD
                                               
       Jeffry K. Amsbaugh                3,429,952         1,312
       Robert C. Duvall                  3,429,913         1,351
       Gregory E. Leonard                3,430,052         1,212
       Thomas J. O'Shane                 3,430,052         1,212
       Roger T. Rankin                   3,429,913         1,351
       Robert B. Sanborn                 3,430,052         1,212


                                          AFFIRMATIVE      NEGATIVE    VOTES
                                             VOTES           VOTES    WITHHELD
                                             -----            ----    --------

2.Approval of the employment of KPMG 
Peat Marwick as independent auditors for 
the fiscal year ended December 31, 1997.     3,400,064      30,600     600



                                              12

<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  

                                       
                           NOBEL INSURANCE LIMITED
          















/s/ Jeffry K. Amsbaugh               /s/ Thomas D. Nimmo
- --------------------------------     -----------------------------------
Jeffry K. Amsbaugh                   Thomas D. Nimmo
Chief Executive Officer              Senior Vice President and Treasurer


May 14, 1997






                                               
                                           13


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 7
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<DEBT-HELD-FOR-SALE>                            97,515
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                       8,713
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 120,036
<CASH>                                          14,346
<RECOVER-REINSURE>                              28,386
<DEFERRED-ACQUISITION>                           1,809
<TOTAL-ASSETS>                                 214,885
<POLICY-LOSSES>                                 83,708
<UNEARNED-PREMIUMS>                             38,705
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                  4,551
                                0
                                          0
<COMMON>                                         7,793
<OTHER-SE>                                      44,513
<TOTAL-LIABILITY-AND-EQUITY>                   214,885
                                       8,638
<INVESTMENT-INCOME>                              1,329
<INVESTMENT-GAINS>                                 131
<OTHER-INCOME>                                   1,360
<BENEFITS>                                       4,162
<UNDERWRITING-AMORTIZATION>                      1,236
<UNDERWRITING-OTHER>                             4,202
<INCOME-PRETAX>                                  1,858
<INCOME-TAX>                                       648
<INCOME-CONTINUING>                              1,210
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,210
<EPS-PRIMARY>                                      .26
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                  88,397
<PROVISION-CURRENT>                              3,629
<PROVISION-PRIOR>                              (8,819)
<PAYMENTS-CURRENT>                                 743
<PAYMENTS-PRIOR>                                 8,609
<RESERVE-CLOSE>                                 83,708
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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