AMERICAN INDEMNITY FINANCIAL CORP
10-Q, 1995-05-12
LIFE INSURANCE
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                  SECURITIES AND EXCHANGE COMMISSION
                                   
                       Washington, D. C.  20549
                                   
                       ________________________
                                   
                               Form 10-Q



   [X]      Quarterly Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934
           For the Quarterly Period Ended March 31, 1995
                                  or
   [ ]      Transition Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934


                        ______________________
                                   
                                   
                     Commission File Number 0-8636
                                   
                                   
               AMERICAN INDEMNITY FINANCIAL CORPORATION
               ________________________________________
        (Exact name of registrant as specified in its charter)
                                   

                Delaware                       510119643
                ________                       _________              
     (State or other jurisdiction of     (I. R. S. Employer
       incorporation or organization)     Identification No.)



One American Indemnity Plaza, Galveston, Texas         77550
______________________________________________         _____
    (Address of principal executive offices)        (Zip Code)


  Registrant's telephone number, including area code - (409) 766-4600

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 such filing requirements for the past  90
days.  Yes  X  No

As  of  May  5,  1995, 1,946,710 shares of registrant's common  stock,
$3.33 1/3 par value, were outstanding.

<PAGE>


               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES
                                   
ITEM 1.  FINANCIAL STATEMENTS
                                   
             Consolidated Statements of Operations for the
              Three Months Ended March 31, 1995 and 1994
                               Unaudited

                                                 1995           1994
                                             ___________    ___________     
PREMIUMS AND OTHER INCOME:                                  
  Premiums earned                            $16,668,061    $16,181,161
  Net investment income (net of investment     
    expenses of $95,816 in 1995 and $87,551
    in 1994)                                   1,017,045      1,328,572 
  Realized investment gains (losses)             (43,632)       155,204
  Interest on premium notes receivable and       
    other income                                 179,091        173,532
                                              __________     __________
    TOTAL                                     17,820,565     17,838,469

EXPENSES:                                                   
  Losses and loss adjustment expenses         11,141,066     10,767,973
  Policy acquisition costs                     6,220,589      5,694,437
  Retrospective premium adjustments on          
    workers' compensation policies               (28,625)      (151,672) 
                                              __________     __________
    TOTAL                                     17,333,030     16,310,738

INCOME BEFORE FEDERAL INCOME TAX                 487,535      1,527,731

PROVISION FOR FEDERAL INCOME TAX:                           
  Current                                          2,915         10,322
  Deferred                                                  
                                              __________     __________
    TOTAL                                          2,915         10,322

NET INCOME                                   $   484,620    $ 1,517,409

AVERAGE SHARES OUTSTANDING                     1,946,710      1,946,610

EARNINGS PER SHARE:                                         
  NET INCOME                                 $       .25    $       .78

DIVIDENDS DECLARED PER SHARE                 $       .06    $       .03
                                   
                                   
            See Notes to Consolidated Financial Information

<PAGE>                                   
                                   
                                   
                                   
               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES
                                   
                      Consolidated Balance Sheets
                 March 31, 1995 and December 31, 1994
                               Unaudited

                                                    1995             1994 
ASSETS                                           ___________      ___________
______
Investments:
  Fixed maturities - bonds:
    Available for sale                          $ 67,183,153     $ 62,569,334
  Preferred stocks                                 2,235,310        2,268,012
  Common stocks                                   14,575,016       14,475,261
  Mortgage loans on real estate                       27,967           29,034
  Short-term investments                              60,000           60,000
                                                 ___________      ___________
      Total Investments                           84,081,446       79,401,641
Cash and Cash Equivalents                          2,897,267        4,937,544
Accrued Investment Income                            810,309          736,466
Premiums in Course of Collection                   7,954,173        5,962,784
Direct Premium Bills Receivable                    8,889,197        7,908,893
Reinsurance Balances Receivable                   11,745,838       10,788,671
Prepaid Reinsurance Premiums                         910,864        1,327,484
Property and Equipment - Less accumulated
  depreciation of $4,499,972 in 1995 and
  $4,411,800 in 1994                               3,950,689        3,791,245
Deferred Policy Acquisition Costs                  9,575,906        9,097,464
Deferred income taxes                              4,430,000        4,430,000
Other Assets                                       2,889,187        2,819,299
                                                 ___________      ___________
      TOTAL                                     $138,134,876     $131,201,491



LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
Losses and Loss Adjustment Expenses             $ 51,744,065     $ 50,916,776
Unearned Premiums                                 36,852,455       34,922,255
Reinsurance Balances Held or Payable               2,951,745        3,777,547
Accounts Payable and Other
  Accrued Liabilities                              8,723,639        8,146,547
                                                 ___________      ___________
      Total Liabilities                          100,271,904       97,763,125

Stockholders' Equity:
  Preferred stock, authorized 2,000,000 shares;
    none outstanding
  Common stock, $3.33 1/3 par value; authorized
    2,500,000 shares; outstanding shares
    1,946,710 in 1995 and 1994                     6,489,018        6,489,018
  Paid-in surplus                                 13,045,866       13,045,866
  Unrealized decline in
    market value of investments                   (6,295,551)     (10,352,340)
  Retained earnings                               24,623,639       24,255,822
                                                 ___________      ___________
      Total Stockholders' Equity                  37,862,972       33,438,366
                                                 ___________      ___________
      TOTAL                                     $138,134,876     $131,201,491


            See Notes to Consolidated Financial Information

<PAGE>

                                   
               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES
                                   
             Consolidated Statements of Cash Flows for the
              Three Months Ended March 31, 1995 and 1994
                               Unaudited

                                                      1995          1994    
                                                   _________      _________ 
OPERATING ACTIVITIES:                                
                                                     
  Net income                                    $   484,620    $  1,517,409
  Adjustments to reconcile net income to                
    net cash flow from operating activities:         
    Decrease (Increase) in:
      Premiums in course of collection           (1,991,389)     (2,074,533)
      Direct premium bills receivable              (980,304)        (43,480)
      Reinsurance balances receivable              (957,167)      1,936,330
      Prepaid reinsurance premiums                  416,620         272,060
      Deferred policy acquisition costs            (478,442)       (130,249)
      Other assets                                  (69,888)       (366,350)
    Increase (Decrease) in:                             
      Unpaid losses and loss adjustment expenses    827,289      (1,652,870)
      Unearned premiums                           1,930,200         479,493
      Reinsurance balances held or payable         (825,802)        (46,168)
      Accounts payable and other accrued                
        liabilities                                 577,092         396,549
    Realized investment (gains) losses               43,632        (155,204)
    Depreciation                                     88,172          71,729
    Other                                           (63,426)        384,485
                                                  _________       _________ 
     Net cash flow from operating activities       (998,793)        589,201
                                                        
INVESTING ACTIVITIES:                                   

  Sale of bonds                                                  17,411,450
  Maturity of bonds                               1,344,958       2,351,058
  Redemption of preferred stocks                    144,200          27,625
  Sale of common stocks                             649,736         569,450
  Purchase of bonds                              (2,817,027)    (19,777,483)
  Purchase of preferred stocks                                     (150,000)
  Purchase of common stocks                                        (645,333)
  Purchase of property and equipment               (247,616)       (128,531)
  Other                                               1,068           7,423
                                                  _________       _________
      Net cash flow from investing activities      (924,681)       (334,341)
                                                        
FINANCING ACTIVITIES:                                   
                                                        
  Cash dividends paid to stockholders              (116,803)        (58,398)
                                                  _________       _________
      Net cash flow from financing activities      (116,803)        (58,398)
                                                  _________       _________
      Net Increase (Decrease) in Cash and               
        Cash Equivalents                         (2,040,277)        196,462
      Cash and Cash Equivalents, January 1        4,937,544       2,628,681
                                                  _________       _________ 
      Cash and Cash Equivalents, March 31       $ 2,897,267    $  2,825,143
                                                        
                                   
            See Notes to Consolidated Financial Information
<PAGE>                                   


               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES
                                   
              NOTES TO CONSOLIDATED FINANCIAL INFORMATION
         _____________________________________________________

(1)   The  financial information included herein is unaudited but,  in
   the  opinion of management, all adjustments (consisting  of  normal
   recurring  accruals)  necessary for a fair presentation  have  been
   included.   These interim consolidated financial statements  should
   be  read in conjunction with the Company's report on Form 10-K  for
   the  year  ended December 31, 1994.  The results of operations  for
   this  interim period are not necessarily indicative of results  for
   the full year.

(2)   Deferred  income  taxes  reflect the  net  tax  effects  of  (a)
   temporary  differences between the carrying amounts of  assets  and
   liabilities  for financial reporting purposes and the amounts  used
   for  income  tax  purposes, and (b) operating  loss  carryforwards.
   The  tax effects of significant items comprising the Company's  net
   deferred  income taxes as of March 31, 1995 and March 31, 1994 are
   as follows:

                                      March 31, 1995      March 31, 1994
                                      ______________      ______________
   Deferred tax liabilities:                         
   Deferred policy acquisition costs   $ (3,255,808)       $ (2,672,406)
   Differences between book and tax                           
     basis of property                     (255,001)           (219,585)
   Other                                   (655,424)           (560,550)
                                      _____________       _____________  
                                         (4,166,233)         (3,452,541)
   Deferred tax assets:                              
   Reserves not currently deductible      5,701,862           5,283,852
   Unrealized investments losses          2,140,488             824,922
   Operating loss carryforwards          10,142,310          10,500,325
                                      _____________        ____________ 
                                         17,984,660          16,609,099
                                      _____________        ____________
   Net Asset                             13,818,427          13,156,558
   Valuation allowance                   (9,388,427)        (13,156,558)
                                      _____________        ____________
   Net deferred tax assets             $  4,430,000        $    -0-


  The  provision  for federal income tax is related to  taxes  arising
   under  the  alternative  minimum  tax  system  which  is  based  on
   reported  income, adjusted for differences arising  in  revenue  or
   expense  items,  per  applicable tax laws and regulations,  between
   reported  income and taxable income.  The provision for income  tax
   for  the three months ended March 31, 1995 was $2,915, all of which
   was  current  tax  expense.  The Company did not  pay  any  federal
   income  taxes  during the first three months of 1995,  whereas  the
   Company  paid  $100,000 in federal income taxes  during  the  first
   three months of 1994.

  The  Company has a net operating loss carryforward for tax  purposes
   of  $29,830,324, which expires if not previously utilized, in 1998-
   $2,894,757; 1999-$7,384,546; 2000-$5,712,421;2001-$4,927,522;
   2002-$2,271,256; 2003-$621,205;  2004-$4,596,950; 2005-$1,246,728;
   2006-$118,137; 2007-$43,352; and 2008-$13,450.

<PAGE>

                                   
               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES
                                   
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      ___________________________________________________________

LIQUIDITY
      The  Company  has  consistently been able to  generate  adequate
amounts  of  cash to meet its needs and management is unaware  of  any
trends, demands or commitments which will or are reasonably likely  to
have a significant effect on the Company's liquidity.

  Operating Activities
      The net cash flow from operating activities for the three months
ended March 31, 1995 was negative primarily as a result of an increase
in  the  amount  of funds required for the payment of  claims  and  an
increase  in  policy acquisition costs compared with the three  months
ended March 31, 1994.  The negative effect on cash flow of these items
was  offset  somewhat by a 12.3% increase in net premiums written  for
the same comparison periods.

      The  amount  of  funds  required for  claim  payments  increased
approximately 15.7% for the three months ended March 31, 1995 compared
with  the  three months ended March 31, 1994.  This resulted primarily
from  an increase in claim payments, due to the settlements of several
large  claims,  in  the  first  quarter of  1995  for  the  commercial
automobile line of business compared with the first quarter of 1994.

     Policy acquisition costs increased 9.2% in the first three months
of  1995  compared with the first three months of 1994.  This increase
resulted from increases in amortization of deferred policy acquisition
costs,  expenses  related to commissions and overhead expenses  during
the first three months of 1995 compared with the first three months of
1994.   Expenses related to commissions increased as a result  of  the
cancellation  of  the  25%  quote  share  reinsurance  agreement   and
increased  bonus commission expense.  Overhead expenses increased  due
to increases in employee benefits and legal and auditing expenses.

      The net cash flow from operating activities for the three months
ended  March  31, 1994 was positive as a result of improved  operating
results.

  Investing Activities
      During  the  first three months of 1995, management  invested  a
portion of available cash balances and the proceeds received from  the
disposition of investments into investment grade bonds which  provided
favorable  yields.   The net cash flow from investing  activities  was
negative  in  the  first  three months of  1995  as  total  investment
purchases exceeded total investment sales and maturities.

      During  the  first  three months of 1995, unrealized  investment
gains  increased stockholders' equity by approximately $4,057,000,  of
which   approximately  $3,152,000  of  this  amount  was   from   debt
securities,   with  the  remainder  from  equity  securities.    These
unrealized investment gains were a result of an overall improvement in
market   conditions   during  the  first   three   months   of   1995.
Approximately $1,535,000 of the $3,152,000 unrealized investment gains
on  debt securities was related to six derivative issues owned by  the
company.   On  March  31,  1995, the value carried  in  the  Company's
balance sheet for these six issues was $18,200,000.

<PAGE>


      The  Company's  debt and equity securities are reported  on  the
Company's  balance  sheet  at  their respective  market  values  which
fluctuate  based upon a variety of market factors.  Such  fluctuations
will result in changes to the Company's unrealized investment gains or
losses   and   will  have  corresponding  impacts  on  the   Company's
stockholders' equity.  The derivative securities mentioned  above  are
known  as  inverse  floaters  as  their  yields,  which  are  adjusted
periodically, vary inversely to certain LIBOR rates.  These derivative
securities  will  probably exacerbate swings in unrealized  investment
gains  and losses and stockholders' equity in the event of significant
movement  of  the  applicable LIBOR rates.   Additionally,  the  yield
formulas  for these securities will result in commensurate  swings  in
investment  income.   At  current yield rates and  considering  future
yield resets for these securities, net investment income for the final
three  quarters  of  1995 is expected to be reduced  by  approximately
$647,000  as  compared to the corresponding period in 1994.   This  is
subject  to  change,  either positively or  negatively,  depending  on
future investment market conditions.

      The  Company  believes that the principal  of  these  derivative
securities  is  assured at maturity as they are issued  by  government
agencies.   However, if conditions are favorable for their disposition
or  if unforeseen circumstances occur, the Company may dispose of  all
or a portion of these securities prior to maturity.

      During the first three months of 1994, management invested funds
which  were  generated  from the disposition of investments,  together
with  a portion of available cash balances, into bonds and common  and
preferred  stocks.   As  a result, the net cash  flow  from  investing
activities was negative for the three months ended March 31, 1994.

  Financing Activities
      There  were no new financing commitments entered into the  first
three months of 1995.  The net cash flow from financing activities was
negative for the first three months of 1995 and the first three months
of 1994, as a result of cash dividends paid to stockholders.

CAPITAL RESOURCES
      The  activities  of insurance companies are regulated  by  state
authorities  and  adequate levels of reserves and equity  capital  are
required to be maintained to ensure that enough capital is retained in
the business to provide sufficient funds to meet its obligations.  The
Company  has  met  all  statutory  and  regulatory  requirements   and
management believes that sufficient funds have been retained  to  meet
its  obligations.  The Company has no current commitments or plans for
debt or equity financing.

RESULTS OF OPERATIONS
     Premiums earned increased 3.0% and net premiums written increased
12.3%  for  the  three months ended March 31, 1995 compared  with  the
three  months  ended  March  31, 1994 as a  result  of  the  continued
increase  in the number of commercial lines policies written  and  the
cancellation of the 25% quota share reinsurance agreement in the third
quarter of 1994.

     Primarily as a result of the unrealized losses in market value of
investments experienced in 1994, average invested assets at March  31,
1995  decreased approximately $5,518,000 compared with March 31, 1994.
Additionally,  net  investment income decreased 23.1%  for  the  three
months ended March 31, 1995 compared with the three months ended March
31,  1994,  primarily as a result of reduced yields on  the  Company's
derivative  securities.  The average investment yield  reflected  this
decrease  as  it was 4.98% for the three months ended March  31,  1995
compared  with  6.09%  for  the three months  ended  March  31,  1994.
Management  will  continue to seek improvement in investment  earnings
without sacrificing investment portfolio quality.

<PAGE>

      The  loss  and loss adjustment expense ratio was 66.8%  for  the
three  months ended March 31, 1995 compared with 66.5% for  the  three
months  ended  March  31,  1994.   The  underwriting  results  of  the
commercial multiple peril and general liability lines of business were
not  as  favorable  for the three months ended  March  31,  1994,  but
remained  profitable.  The adverse effect of this was offset  somewhat
by  improved  underwriting results in the automobile line of  business
for the same comparison periods.

      The policy acquisition cost ratio was 37.3% for the three months
ended  March  31, 1995 compared with 35.2% for the three months  ended
March  31, 1994.  The increase in this ratio was a result of increases
in amortization of deferred policy acquisition costs, expenses related
to  commissions and overhead expenses during the first three months of
1995  compared with the first three months of 1994.  Expenses  related
to  commissions increased as a result of the cancellation of  the  25%
quota  share  reinsurance  agreement and  increased  bonus  commission
expense.   Overhead  expenses increased due to increases  in  employee
benefits and legal and auditing expenses.

     Primarily as a result of the increase in policy acquisition costs
and  the  decrease  in net investment income during  the  first  three
months of 1995, the net income of the Company decreased compared  with
the first three months of 1994.

<PAGE>
                                   
               AMERICAN INDEMNITY FINANCIAL CORPORATION
                           AND SUBSIDIARIES
                                   
                                   
                                   
                                   
Item 6. (a)  Exhibit 11 -   Computation of Fully Diluted Net Income  per
                            Common and Common Equivalent Share.

             Exhibit 27 -   Financial Data Schedule.

        (b)  Reports on Form 8-K

             No reports  on Form 8-K have been filed during the quarter for
             which this report is filed.

                                   
                                   
                                   
                                   
                                   
                              SIGNATURES
                              __________                                   
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                        AMERICAN INDEMNITY FINANCIAL CORPORATION
                        ________________________________________
                                      (Registrant)





Date    MAY 9, 1995                  PHILLIP E. APGAR
      _____________         _________________________________
                                     PHILLIP E. APGAR
                            VICE PRESIDENT - TREASURER - CHIEF
                                     FINANCIAL OFFICER
                        (PRINCIPAL FINANCIAL & ACCOUNTING OFFICER)


                                   
                                   
            AMERICAN INDEMNITY FINANCIAL CORPORATION      EXHIBIT 11
                           AND SUBSIDIARIES
                                   
                COMPUTATION OF FULLY DILUTED NET INCOME
                PER COMMON AND COMMON EQUIVALENT SHARE



                                          THREE MONTHS     THREE MONTHS
                                              ENDED            ENDED
                                            03-31-95         03-31-94
                                          ___________      ____________
PRIMARY EARNINGS PER SHARE
__________________________
Weighted average shares of
common stock outstanding                  1,946,710          1,946,610

Stock options (treasury stock
method) (1)                                   8,804             13,829
                                          _________          _________
Weighted average shares out-
standing for primary earnings
per share computation                     1,955,514          1,960,439


Net income                              $       .25        $       .77


FULLY DILUTED EARNINGS PER SHARE
_______________________________
Weighted average shares of
common stock outstanding                  1,946,710          1,946,610

Stock options (treasury stock
method) (1)                                   9,063             13,829
                                          _________          _________
Weighted average shares out-
standing for fully diluted
computation                               1,955,773          1,960,439


Net income                              $       .25        $       .77




(1)This calculation is submitted in accordance with Regulation S-K
   item 601(b)(11) although not required by footnote 2 to paragraph
   14 of APB Opinion No. 15 because it results in dilution of less
   than 3%.
                                   



<TABLE> <S> <C>

<ARTICLE> 7
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<DEBT-HELD-FOR-SALE>                        67,183,153
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                  16,810,326
<MORTGAGE>                                      27,967
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                              84,081,446
<CASH>                                       2,897,267
<RECOVER-REINSURE>                          11,745,838
<DEFERRED-ACQUISITION>                       9,575,906
<TOTAL-ASSETS>                             138,134,876
<POLICY-LOSSES>                             51,744,065
<UNEARNED-PREMIUMS>                         36,852,455
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                      0
<COMMON>                                     6,489,018
                                0
                                          0
<OTHER-SE>                                  31,373,954
<TOTAL-LIABILITY-AND-EQUITY>               138,134,876
                                  16,668,061
<INVESTMENT-INCOME>                          1,017,045
<INVESTMENT-GAINS>                            (43,632)
<OTHER-INCOME>                                 179,091
<BENEFITS>                                  11,141,066
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                         6,220,589
<INCOME-PRETAX>                                487,535
<INCOME-TAX>                                     2,915
<INCOME-CONTINUING>                            484,620
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   484,620
<EPS-PRIMARY>                                     0.25
<EPS-DILUTED>                                     0.25
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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