NOBEL INSURANCE LTD
10-Q, 1997-07-03
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 June 30, 1996 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
         INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)

           
                 FALCONER HOUSE                               NONE
                  GROUND LEVEL                             (Zip Code)
              108 PITTS BAY ROAD                              HMDX
               HAMILTON, BERMUDA
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
          
                                           
        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (809)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 August 13, 1996
                                          
                                      4,466,406


<PAGE>

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

                                                    JUNE 30,   DECEMBER 31,
                                                      1996        1995
- ----------------------------------------------------------------------------
                                                        (IN THOUSANDS)
ASSETS

Investments:
   Trading portfolio, at fair value:
     Fixed maturity securities (amortized 
      cost:  $0 June 30, 1996 and $105 at
      December 31, 1995)                            $   ---     $    188
   Equity securities (cost: $2,194 at 
    June 30, 1996 and $4,881 at 
    December 31, 1995)                                3,564        6,847
     Other investments (cost:  $731 at 
      June 30, 1996 and $763 at December 
      31, 1995)                                         822          925
   Fixed maturity securities available for sale, 
    at fair value (amortized cost: $101,871 at 
    June 30, 1996 and $102,588 at December 31,1995)  100,762     105,601
   Short-term investments, at cost, which 
    approximates fair value                           12,320      13,798
                                                    --------    --------
        Total investments                            117,468     127,359
Cash                                                     974       1,507
Funds held by reinsurance companies                    3,226       3,341
Premiums and other receivables less allowance 
 for doubtful accounts ($389 at June 30, 1996 
 and $398 at December 31, 1995)                       30,367      23,897
Accrued interest income                                1,421       1,418
Reinsurance recoverable on paid and unpaid claims     23,584      22,588
Prepaid reinsurance premiums                          11,764      12,826
Property and equipment less accumulated 
 depreciation ($1,775 at June 30, 1996 and 
 $1,840 at December 31, 1995)                          4,046       3,642
Deferred policy acquisition costs                      4,828       3,129
Net deferred tax asset                                 3,036       2,112
Other assets                                           1,930       1,569
                                                    --------    --------
        Total assets                                $202,644    $203,388
                                                    --------    --------
                                                    --------    --------

          (See Accompanying Notes to Consolidated Financial Statements)
                                        1
<PAGE>

                               NOBEL INSURANCE LIMITED
                             CONSOLIDATED BALANCE SHEETS
                         (EXPRESSED IN UNITED STATES DOLLARS)
                                     (CONTINUED)
                                          
                                               JUNE 30,     DECEMBER 31,
                                                 1996          1995
- -----------------------------------------------------------------------------
                                           (IN THOUSANDS, EXCEPT SHARE DATA)

LIABILITIES

Reserve for claims and claims expenses        $ 86,018       $ 81,675
Unearned premiums                               40,932         38,106
Accounts payable and accrued liabilities         9,908          9,907
Reinsurance premiums payable                     9,893          7,138
Other liabilities                                3,699          1,654
                                              --------       --------
   Total liabilities                           150,450        138,480
                                              --------       --------
     
SHAREHOLDERS' EQUITY
     
Capital shares (Authorized 20,000,000 
 shares; $1 par value; issued 7,732,958 
 shares at June 30, 1996; 7,626,725 shares 
 at December 1995; outstanding 4,571,756 
 shares at June 30, 1996 and 5,542,363 
 shares at December 31, 1995)                    7,733          7,627
Contributed surplus                             44,466         44,081
Unrealized gain on investments                  (1,175)         2,093
Retained earnings                               29,522         26,612
Treasury stock, at cost (3,161,202 shares 
 at June 30, 1996 and 2,084,362 shares
 at December 31, 1995)                         (28,352)       (15,505)
                                              --------       --------
Total shareholders' equity                      52,194         64,908
                                              --------       --------
Commitments and Contingencies               
Total liabilities and shareholders' equity    $202,644       $203,388
                                              --------       --------
                                              --------       --------


          (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     SIX MONTHS ENDED
                                                JUNE 30,             JUNE 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA)        1996      1995       1996        1995
- -------------------------------------------------------------------------------------
<S>                                        <C>       <C>        <C>        <C>
REVENUES:

   Premiums written                        $ 23,931  $ 18,826   $ 42,632   $ 30,032
   Reinsurance purchased                     (6,921)   (6,085)   (11,235)    (9,714)
                                           --------  --------   --------   --------
   Net premiums written                      17,010    12,741     31,397     20,318
                                           --------  --------   --------   --------
                                           --------  --------   --------   --------
   Premiums earned                           20,752    14,749     39,807     29,850
   Premiums ceded                            (6,558)   (4,951)   (12,297)    (9,769)
                                           --------  --------   --------   --------
   Net premiums earned                       14,194     9,798     27,510     20,081
   Interest income, net of investment 
    expenses of $472 at June 30, 
    1996 and $256 at June 30, 1995, 
    respectively                              1,514     1,936      3,192      3,771
   Net investment gains                         188       694        400        694
   Claim adjusting fees earned                2,189     2,999      5,746      4,993
                                           --------  --------   --------   --------
  Total revenues                             18,085    15,427     36,848     29,539
                                           --------  --------   --------   --------

EXPENSES:                    

   Claims and claims expenses                 7,763     8,912     22,927     20,492
   Reinsurance recoveries                     1,445    (2,523)    (4,219)    (6,986)
                                           --------  --------   --------   --------
   Net claim and claim expenses               9,208     6,389     18,708     13,506
   Service fees and commissions               2,043     1,703      5,985      3,527
   General and administrative expenses        4,684     4,444      8,477      8,467
                                           --------  --------   --------   --------
   Total expenses                            15,935    12,536     33,170     25,500
                                           --------  --------   --------   --------
   Net income before income taxes             2,150     2,891      3,678      4,039
   Income tax expense (benefit):                    
      Current                                   206       ---        381        ---
      Deferred                                  (17)      ---        (70)       ---
                                           --------  --------   --------   --------
      Income tax expense                        189       ---        311        ---
                                           --------  --------   --------   --------
   Net income                                 1,961     2,891      3,367      4,039
   Retained earnings at beginning of 
    period                                   28,018    22,388     26,612     21,536
   Dividends paid on capital shares            (457)     (293)      (457)      (589)
                                           --------  --------   --------   --------
   Retained earnings at end of period      $ 29,522   $24,986   $ 29,522   $ 24,986
                                           --------  --------   --------   --------
                                           --------  --------   --------   --------
EARNINGS PER CAPITAL SHARE:                 
   Net income per capital share            $    .42   $   .48   $    .71   $    .67
                                           --------  --------   --------   --------
                                           --------  --------   --------   --------
   Average number of capital shares           4,696     5,960      4,734      6,000
                                           --------  --------   --------   --------
                                           --------  --------   --------   --------
</TABLE>
          (See Accompanying Notes to Consolidated Financial Statements)
                                        3
<PAGE>
                               NOBEL INSURANCE LIMITED
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (EXPRESSED IN UNITED STATES DOLLARS)
                                           

                                                             SIX MONTHS ENDED
                                                                  JUNE 30,
                                                            1996          1995
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                         (IN THOUSANDS)

Net income                                                $  3,367     $  4,039
   Adjustments to reconcile net income to 
    net cash from operations activity:      
   Depreciation and amortization                               392         639
   Change in deferred acquisition costs                     (1,699)       (294)
   Deferred tax benefit                                        (70)        ---
   Increase in reserve for claims and claims expenses        4,343       8,646
   Decrease in unearned premiums                             2,826         182
   Increase (decrease) in accounts payable and 
    accrued liabilities                                          1        (616)
   (Decrease) in deferred service fee income                  (148)       (156)
   (Increase) decrease in premiums receivable               (3,715)      3,095
   (Increase) in accrued interest income                        (3)       (218)
   (Increase) in reinsurance recoverables                     (996)     (5,985)
   Decrease in prepaid reinsurance premiums                  1,062          55
   Decrease in other assets                                     87          87
   Decrease in funds held by reinsurance companies             115         105
   Net (additions to) dispositions from trading 
    portfolio investments                                    3,760       2,873
   Net realized investment gains                              (400)       (694)
   Losses on disposal of other assets                           14           6
                                                           -------     -------
      Net cash provided from operating activities            8,936      11,764
                                                           -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:       
Proceeds from Investments sold or matured:       
   Fixed maturities, available for sale                     20,986      20,715
Purchase of investments:          
   Fixed maturities, available for sale                    (20,115)    (24,815)
Payments on acquisitions                                       ---      (1,206)
Purchase of software, property and equipment                (1,327)     (2,749)
                                                           -------     -------
   Net cash (used by) investing activities                    (456)     (8,055)
                                                           -------     -------

          (See Accompanying Notes to Consolidated Financial Statements)
                                        4
<PAGE>

                            NOBEL INSURANCE LIMITED
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (EXPRESSED IN UNITED STATES DOLLARS)
                                  (CONTINUED)
                                           
                                                       SIX MONTHS ENDED
                                                            JUNE 30,
                                                       1996        1995
    ---------------------------------------------------------------------
                                                        (IN THOUSANDS)
    
    CASH FLOWS FROM FINANCING ACTIVITIES:       
    Proceeds from notes payable                       2,500       1,275
    Proceeds from issuance of capital shares            491         156
    Repayment of notes payable and capital 
     lease obligation                                  (178)       (229)
    Purchase of treasury stock                      (12,847)     (2,146)
    Dividends paid shareholders                        (457)       (589)
                                                   --------     -------
       Net cash (used by) financing activities      (10,491)     (1,533)
                                                   --------     -------
    Net increase (decrease) in cash and cash 
     equivalents                                     (2,011)      2,176
    Cash and cash equivalents at beginning 
     of year                                         15,305      12,476
                                                   --------     -------
    Cash and cash equivalents at end of year       $ 13,294     $14,652
                                                   --------     -------
                                                   --------     -------



        (See Accompanying Notes to Consolidated Financial Statements)

                                       5

<PAGE>

                               NOBEL INSURANCE LIMITED
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                           

    The Consolidated Balance Sheets at June 30, 1996, and Consolidated
Statements of Income and Retained Earnings for the Six months ended June 30,
1996 and Consolidated Statements of Cash Flows for the Six months ended June 30,
1996, 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 impacted the
Company's financial statements as follows:

1) Net unrealized gains (losses) of $(750,000) and $88,000 from trading
   portfolio investments were included in 1996 six month and second quarter
   earnings, respectively, compared to $473,000 and $391,000 in the six 
   months and second quarter of 1995.

2) Net unrealized losses of $1,175,000 and net unrealized gains of
   $2,093,000 from portfolio investments classified as available for sale 
   were included in shareholders' equity at June 30, 1996 and December 31, 1995
   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, 1995, the U.S. Group had 
consolidated net operating losses of approximately $3,000,000 which may be 
carried forward for U.S. Federal income tax purposes.  It is anticipated that 
these net operating losses will be fully utilized during 1996.

    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:

<TABLE>

                                                            THREE MONTHS ENDED         SIX MONTHS ENDED
                                                                 JUNE 30,                   JUNE 30,
                                                             1996          1995        1996         1995
- -------------------------------------------------------------------------------------------------------------
                                                           (DOLLARS IN THOUSANDS)    (DOLLARS IN THOUSANDS)
<S>                                                         <C>         <C>          <C>          <C>

    Net income before income taxes - consolidated            $2,150       $2,891       $3,678     $4,039
    Foreign - not subject to tax                                 96          511          103        578
                                                             ------       ------       ------     ------
    U.S. - subject to tax                                    $2,054       $2,380       $3,575     $3,461

    Computed "expected" tax expense @ 34%                    $  699      $   833       $1,216     $1,211

    Reduction for tax-exempt interest                          (110)         ---         (174)       ---
    Non-allowed meals and entertainment                           8          ---           17        ---
    Amortization of goodwill                                    ---           38          ---         85
    Change in deferred tax valuation allowance                 (340)        (857)        (453)    (1,289)
    Other items, net                                            (68)         (14)        (295)        (7)
                                                             ------       ------       ------     ------
       Income tax expense                                    $  189      $   ---       $  311    $   ---
                                                             ------       ------       ------     ------
                                                             ------       ------       ------     ------

</TABLE>

                                      6

<PAGE>
    
   The tax effects of temporary differences that give rise to significant 
portions of the deferred tax assets and deferred tax liabilities at June 30, 
1996 and December 31, 1995 are presented below:

                                                                              
                                                     JUNE 30,       DECEMBER 31,
                                                       1996            1995
- --------------------------------------------------------------------------------
                                                      (DOLLARS IN THOUSANDS)
Deferred tax assets:
  Accounts receivable, principally due to
   allowance for doubtful accounts                   $    80          $    83
  Claims reserves, principally due to discounting
   for tax                                             2,634            2,243
  Unearned premium adjustment                          1,983            1,719
  Net operating loss carryforwards                       ---              717
  Other                                                  416              378
                                                     -------          -------
     Total gross deferred tax assets                   5,113            5,140
     Less valuation allowance                            ---             (907)
                                                     -------          -------
     Net deferred tax assets                           5,113            4,233
                                                     -------          -------
Deferred tax liabilities:
  Deferred policy acquisition costs                   (1,642)          (1,064)
  Unrealized gains bonds available for sale              ---             (920)
  Other                                                 (435)            (137)
                                                     -------          -------
     Total gross deferred tax liabilities             (2,077)          (2,121)
                                                     -------          -------
        Net deferred tax balance                     $ 3,036          $ 2,112
                                                     -------          -------
                                                     -------          -------
                                                      

   The valuation allowance for deferred tax assets as of December 31, 1995 
was $907,000.  The net change in the total valuation allowance for the period 
ended June 30, 1996 was a decrease of $907,000 based on a quarterly 
calculation of taxes on an annualized basis.  The Company has offset the 
deferred tax asset with a valuation allowance that it feels establishes the 
realizability of the deferred tax asset at this date.  Future changes in 
estimate of this valuation allowance will be reflected in operations in the 
period in which they are determined.  

   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    SIX MONTHS ENDED
                                               JUNE 30,             JUNE 30,
                                            1996      1995       1996      1995
- --------------------------------------------------------------------------------
                                            (IN THOUSANDS)      (IN THOUSANDS)

   Average common shares outstanding        4,565     5,810     4,632     5,866
   Shares applicable to common
    stock equivalents                         131       150       102       134
                                            -----     -----     -----     -----
   Average primary shares outstanding       4,696     5,960     4,734     6,000
                                            -----     -----     -----     -----
                                            -----     -----     -----     -----


   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


                                       7

<PAGE>

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.

     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.

     Since 1989, the Company implemented strategies to reduce the amount of 
underwriting risk and refine the claims data available for actuarial analysis 
for its casualty coverages, and has strived to maintain a conservative 
reserving philosophy to avoid recurrence of the adverse reserve development 
experienced prior to 1989.   Prior to the third quarter 1995, the Company 
experienced favorable reserve development since 1989.

     At December 31, 1995, 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 
Company believes the reserves established at June 30, 1996 continue to 
reflect a conservative reserving philosophy.

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   INCOME EFFECT
               PERIOD ENDING                    GROSS      NET     GROSS    NET 
               -----------------------------------------------------------------
               At June 30, 1996                $39,973    24,579
               Six months ended June 30, 1996                     $3,946  $2,047
               At December 31, 1995            $36,027   $22,532
               At June 30, 1995                $33,202   $21,883
               Six months ended June 30, 1995                     $3,700    $849

     An allowance for doubtful receivables is established when it becomes 
evident collection is doubtful.  An allowance of $389,000 and $398,000 was 
established as of June 30, 1996 and December 31, 1995, 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 June 30, 1996                $33,319
               Six months ended June 30, 1996               $1,559
               At December 31, 1995            $33,615
               At June 30, 1995                $34,190
               Six months ended June 30, 1995               $3,230

                                       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, operating expenses, and the acquisition of the companies treasury 
stock in the open market.  

     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 received 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 June 30, 1996 is  $20,996,000.

     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 
June 30, 1996, the collateral consisted of short-term bank deposits and 
AAA-rated fixed income securities which require a 5% margin.  At June 30, 
1996, the Company had cash and investments of $118,442,000 of which 
$26,475,000 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 June 30, 1996, the 
Company sold $2,951,000 of trading portfolio investments with $936,436 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 provided from operating activities for the first six months of 
1996 was $8,936,000 compared to $11,764,000 for the first six months of 1995. 
Net cash used by investing activities was $456,000 for the first six months 
of 1996, as opposed to $8,055,000 for the same period of 1995.  Cash used by 
financing activities included the purchase of 1,076,840 shares of treasury 
stock at an average cost of $11.93, less 

                                       9
<PAGE>

proceeds from notes payable of $2,500,000 to produce net financing cash used 
of $10,491,000, compared to cash used of $1,533,000 for the first six months 
of 1995, when the Company purchased 2,145,000 of Treasury stock.

     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 finalized 
outside financing to meet the additional business expansion opportunities 
planned in 1996.

RESULTS OF OPERATIONS
SIX MONTHS 1996 VERSUS SIX MONTHS 1995

     The composition of the net income for 1996 as compared to the net income 
for 1995 by type of operation is as follows:

                                                  1996      1995  
               ------------------------------------------------------
                                               (DOLLARS IN THOUSANDS)
               Underwriting operations           $  710    $   432
               Claim adjusting operations           209        145
               Corporate operations                (833)    (1,003)
               Investment and other income        3,592      4,465
               Federal income tax                  (311)       ---
                                                 ------    -------
               Net after tax                     $3,367    $ 4,039
                                                 ------    -------
                                                 ------    -------

     There is seasonality in the Company's operating results, with the first 
quarter generally weakest and the third quarter strongest.  Investment and 
other income for the six months of 1996 and 1995 was impacted by reduced 
yield rates and the acquisition of treasury stock.

UNDERWRITING OPERATIONS.  The first six months of 1996, premiums written 
increased $12,600,000, or 42%, over the same period for 1995.  Reinsurance 
purchased increased $1,521,000, or 16%.  Earned premiums for commercial 
casualty programs gained 23% while market conditions remained competitive; 
earned premiums for specialty lines' programs gained 62% due to surety bond 
new business growth; and personal lines low-value dwelling program earned 
premiums gained 166% due to increased retentions and geographic expansion.  
The comparability of reinsurance purchased is affected by changes in two 
major reinsurance programs in 1996 and 1995.  Effective January 1,1996, the 
low-value dwelling reinsurance program was restructured to provide 50% quota 
share reinsurance, down from 75% in 1994.  The financial effect was decreased 
premiums ceded accompanied by decreased claims recoveries and ceding 
commissions and increased net written and net earned premiums.  Effective 
July 1, 1994, the commercial casualty reinsurance program was restructured to 
achieve lower reinsurance costs while maintaining a $500,000 retention.  The 
financial effect was decreased premiums ceded accompanied by decreased claims 
recoveries and increased ceding commissions.  Both reinsurance program 
changes applied to the unearned premiums on the effective date.

                                       10
<PAGE>

    The claims ratio to net earned premiums was 68% for the first six months 
of 1996 compared to 67.3% in the same period of 1995.  The increase resulted 
primarily from increased reserves to recognize prior years required 
strengthening, this segment continues to experience intense competition and 
continued soft market conditions.  Approximately $1,210,000 increased claims 
reserves were recorded in the first half of 1996 to report the current 
actuarial indications of the ultimate cost of future claims settlements, 
primarily for the specialized hauler's program.  All of the increase was 
provision for claims occurring in prior accident years.  After the 
adjustment, the consolidated 1996 accident year loss ratio was 63%.

    Expenses, which consist of net service fees and commissions and general 
and administrative expenses,  excluding the claim adjusting and corporate 
operations, were 19% and 17% of net written premiums for the first six months 
of 1996 and 1995, respectively.  The following table shows the components of 
net service fees and commissions:


                                                 1996           1995
    ---------------------------------------------------------------------------
                                                (DOLLARS IN THOUSANDS)

    Commissions, fronting, and taxes expense   $ 8,771         $ 4,910
    Ceding commission income                    (4,168)         (3,537)
    Service fee income                            ---             (153)
    Change in deferred acquisition costs        (1,700)           (294)
                                               -------         -------
                                                 2,903             926
    Claim adjusting commission paid              3,082           2,601
                                               -------         -------
                                               $ 5,985         $ 3,527
                                               -------         -------
                                               -------         -------


     Commissions, fronting, and taxes expense was 27% of premiums written in 
1996 compared to 24% in 1995.  Ceding commission income was 13% of 
reinsurance purchased for the first six months of 1996 compared to 17% for 
the same period of 1995.

     General and administrative expenses charged to operations increased by 
$10,000 or 1% and were 27% of premiums written for the first six months of 
1996 compared to 42% in the same period of 1995.  The decrease general 
expense is related to a refund from prior year.

CLAIM ADJUSTING OPERATIONS.  Increased claim adjusting fees of $753,000 and 
claim adjusting commissions of $481 resulted primarily from increased 
catastrophe business activity.

INVESTMENT INCOME.  Net interest income decreased by 579,000 or 15%, due to 
lower yields on reduced investment balances due to the acquisition of 
treasury stock during the first six months of 1996.  Net realized investment 
gains decreased by $294,000 during the first six months of 1996 versus 1995.

    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 












                                       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


August 14, 1996





                                     13



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 7
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<DEBT-HELD-FOR-SALE>                           100,762
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                       3,564
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 117,468
<CASH>                                          13,294
<RECOVER-REINSURE>                              23,584
<DEFERRED-ACQUISITION>                           4,828
<TOTAL-ASSETS>                                 202,644
<POLICY-LOSSES>                                 86,018
<UNEARNED-PREMIUMS>                             40,932
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                  3,690
                                0
                                          0
<COMMON>                                         7,733
<OTHER-SE>                                      44,461
<TOTAL-LIABILITY-AND-EQUITY>                   202,644
                                      39,807
<INVESTMENT-INCOME>                              3,192
<INVESTMENT-GAINS>                                 400
<OTHER-INCOME>                                   5,746
<BENEFITS>                                      18,708
<UNDERWRITING-AMORTIZATION>                      5,985
<UNDERWRITING-OTHER>                             8,477
<INCOME-PRETAX>                                  3,678
<INCOME-TAX>                                       311
<INCOME-CONTINUING>                              3,367
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,367
<EPS-PRIMARY>                                      .71
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                  81,675
<PROVISION-CURRENT>                             13,199
<PROVISION-PRIOR>                             (10,196)
<PAYMENTS-CURRENT>                               4,117
<PAYMENTS-PRIOR>                                11,588
<RESERVE-CLOSE>                                 86,018
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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