AMWEST INSURANCE GROUP INC
10-Q, 2000-05-19
SURETY INSURANCE
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                                  UNITED STATES

                       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, 2000

                                       OR

                 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from ____ to ____

                         Commission file number: 1-9580

                          AMWEST INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)


Delaware                                                            95-2672141
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                             Identification No.)


5230 Las Virgenes Road
Calabasas, California                                                    91302
 (Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code:             (818) 871-2000
                                                               ---------------



         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 15, 2000, 4,335,754 shares of common stock, $.01 par value,
were outstanding.






<PAGE>



                  AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES


                                      INDEX


 Part I.   FINANCIAL INFORMATION:

   Item 1
     Consolidated Statements of Operations and Comprehensive Income for the
     three months ended March 31, 2000 and 1999 (unaudited)                   3

     Consolidated Balance Sheets as of March 31, 2000 (unaudited) and December
     31, 1999                                                                 4

     Consolidated Statements of Cash Flows for the three months ended March 31,
     2000 and 1999 (unaudited)                                                6

     Notes to Interim Consolidated Financial Statements                       8

  Item 2
     Management's Discussion and Analysis of Financial Condition and Results of
     Operations                                                               9

  Item 3
     Quantitative and Qualitative Disclosures about Market Risk
     No significant changes from the Company's Annual Report
     on Form 10-K for the year ended December 31, 1999

Part II.   OTHER INFORMATION:

  Item 1
     Legal Proceedings                                                       14

  Item 2
     Changes in Securities                                                   14

  Item 3
     Defaults Upon Senior Securities                                         14

  Item 4
     Submission of Matters to a Vote of Security Holders                     14

  Item 5
     Other Information                                                       14

  Item 6
     Exhibits and Reports on Form 8-K                                        14






<PAGE>


                         PART I - FINANCIAL INFORMATION

                                      Item 1

                  AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>

                                                 Three months ended
                                                      March 31,

                                           2000                      1999
                                        ---------                 ---------
<S>                                        <C>                        <C>

OPERATIONS

Gross written premiums                  $ 36,673                  $ 32,135

Net premiums earned                       30,737                    26,993
Net investment income                      1,877                     1,769
Net realized investment gains              1,154                       740
Commissions and fees                         843                       742
                                ---------------------     ---------------------
     Total revenues                       34,611                    30,244

Net losses and loss adjustment expenses   13,548                     9,086
Policy acquisition costs                  15,253                    13,322
General operating costs                    4,053                     3,939
Interest expense                             620                       554
                                ---------------------     ---------------------
     Total expenses                       33,474                    26,901

Income before income taxes                 1,137                     3,343
Provision  for income taxes                  334                       977
                                ---------------------     ---------------------

     Net income                          $   803                   $ 2,366
                                =====================     =====================

Earnings  per common share:
    Basic                               $   0.19                   $  0.55
                                =====================     =====================
    Diluted                             $   0.19                   $  0.55
                                =====================     =====================

COMPREHENSIVE INCOME (LOSS)
Net income                               $   803                   $ 2,366
Other comprehensive income (loss):
  Unrealized gains  (losses) on
    securities,  net of income  taxes
    of $195 and $407 for the three
    months ended March 31,2000
    and 1999, respectively                  (378)                     (791)
  Reclassification adjustment for gains
    included in net income, net of income
    taxes of $297 and $188 for the three
    months ended March 31, 2000 and 1999,
    respectively                            (578)                     (364)
                                ---------------------     ---------------------
  Comprehensive income (loss)           $   (153)                   $ 1,211
                                =====================     =====================

 See accompanying notes to interim  consolidated financial statements.
</TABLE>




<PAGE>

                                  AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS
                                             (Dollars in thousands)

                                                     ASSETS
<TABLE>
<CAPTION>

                                                                                     March 31,               December 31,
                                                                                       2000                     1999
                                                                               ---------------------     ---------------------
                                                                                    (unaudited)
<S>                                                                                     <C>                       <C>

Investments, available-for-sale:
Fixedmaturities,  at market  value  (amortized  cost of $99,761 and  $104,193 at
     March 31, 2000 and December 31, 1999, respectively)
                                                                                       $95,781                 $100,892

Common equity  securities,  at market  value (cost of $3,852 and $2,886 at March
     31, 2000 and December 31, 1999, respectively)
                                                                                         5,006                    4,199

Preferred equity securities, at market value (cost of $4,445 and $4,905 at March
     31, 2000 and December 31, 1999, respectively)
                                                                                         3,861                    5,073

Other invested assets (cost of $7,805 and $7,725 at March 31,
      2000 and December 31, 1999, respectively)                                          7,970                    7,749

Short-term investments                                                                   2,767                    2,691
                                                                         ---------------------     ---------------------

Total investments                                                                      115,385                  120,604

Cash and cash equivalents                                                                7,042                   15,821
Accrued investment income                                                                1,650                    1,654
Agents balances and premiums receivable (less allowance for doubtful accounts of
     $1,260 at March 31, 2000 and December 31, 1999,
     respectively)                                                                      17,873                   15,365
Contract settlement funds and collateral receivable                                     15,004                   16,270
Reinsurance recoverable:
     Paid loss and loss adjustment expenses                                              3,432                    5,401
     Unpaid loss and loss adjustment expenses                                           26,904                   21,903
Ceded unearned premiums                                                                  3,959                    6,747
Deferred policy acquisition costs                                                       25,150                   22,147
Furniture, equipment and improvements, net                                               5,399                    5,635
Current Federal income taxes                                                               810                    1,472
Other assets                                                                            10,560                    8,676
                                                                         ---------------------     ---------------------

         Total assets                                                                 $233,168                 $241,695
                                                                         =====================     =====================



</TABLE>


<PAGE>



                                  AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS (Continued)
                                             (Dollars in thousands)

                                           LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                      March 31,                December 31,
                                                                                        2000                      1999
                                                                                ---------------------     ---------------------
                                                                                    (unaudited)
<S>                                                                                     <C>                        <C>

Liabilities:
     Unpaid losses and loss adjustment expenses                                      $ 54,826                   $ 56,466
     Unearned premiums                                                                 53,762                     51,736
     Funds held                                                                        46,722                     50,271
     Deferred Federal income taxes                                                        739                        494
     Bank indebtedness                                                                 14,500                     14,500
     Amounts due to reinsurers                                                         (3,236)                     2,181
     Other liabilities                                                                  9,176                      9,245
                                                                         ---------------------     ---------------------

         Total liabilities                                                            176,489                    184,893

Stockholders' equity:
     Preferred stock, $.01 par value, 1,000,000
         Shares authorized; issued and outstanding: none                                    -                          -
     Common stock, $.01 par value, 10,000,000
         Shares authorized, issued and outstanding: 4,333,093 at March
         31, 2000 and 4,328,592 at December 31, 1999                                       43                         43
     Additional paid-in capital                                                        19,754                     19,724
     Accumulated other comprehensive income                                            (2,142)                    (1,186)
     Retained earnings                                                                 39,024                     38,221
                                                                         ---------------------     ---------------------

         Total stockholders' equity                                                    56,679                     56,802
                                                                         ---------------------     ---------------------

                  Total liabilities and stockholders' equity                          $233,168                  $241,695
                                                                         =====================     =====================

</TABLE>


 See accompanying notes to interim  consolidated financial statements.




<PAGE>



                                  AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (unaudited)
                                                (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                                           Three months ended
                                                                                               March 31,
                                                                                        2000                      1999
                                                                                    ------------              ------------
<S>                                                                                     <C>                       <C>

Cash flows from operating activities:

     Net income                                                                       $  803                   $ 2,366
     Adjustments to reconcile net income to cash provided by operating
         activities:

        Change in agents' balances and premiums receivable and unearned
            premiums                                                                    (482)                   (3,078)
        Change in accrued investment income                                                4                     (145)
        Change in unpaid losses and loss adjustment expenses                          (1,640)                   (3,202)
        Change in reinsurance recoverable on paid and unpaid losses and
            loss adjustment expenses and ceded unearned premiums
                                                                                        (244)                   (3,087)
        Change in amounts due to reinsurers                                           (5,417)                    2,188
        Change in other assets and other liabilities                                    (685)                   (1,024)
        Change in income taxes, net                                                    1,399                     1,001
        Change in deferred policy acquisition costs                                   (3,003)                     (501)
        Net realized (gain) on sale of investments                                    (1,155)                     (740)
        Net realized (gain) loss on sale of fixed assets                                   5                        (4)
        Provision for depreciation and amortization                                      460                       493
                                                                         ---------------------     ---------------------

              Net cash (used) by operating activities                                 (9,955)                   (5,733)

Cash flows from investing activities:

     Cash received from investments sold prior to maturity                              1,518                     2,761
     Cash received from investments  matured or called                                 11,277                    14,929
     Cash paid for investments acquired                                                (7,869)                  (17,021)
     Amortization of discount on bonds                                                     (1)                       43
     Capital expenditures, net                                                           (230)                     (655)
     Acquisition of agencies, net                                                           -                       259
                                                                         ---------------------     ---------------------

         Net cash provided by investing activities                                      4,695                       316




                                                       (continued)

<PAGE>





Cash flows from financing activities:

     Proceeds from issuance of common stock                                               30                       358
     Change in funds held                                                             (3,549)                    7,298
     Dividends paid                                                                         -                     (388)
                                                                         ---------------------     ---------------------

        Net cash provided (used) by financing activities                              (3,519)                    7,268
                                                                         ---------------------     ---------------------

Net increase (decrease) in cash and cash equivalents                                  (8,779)                    1,851

Cash and cash equivalents at beginning of period                                      15,821                     2,431
                                                                         ---------------------     ---------------------

Cash and cash equivalents at end of period                                          $  7,042                 $   4,282
                                                                         =====================     =====================





Supplemental disclosures of cash flow information:

Cash paid during the period for:
     Interest                                                                          $  620                    $  554
     Income taxes                                                                           2                         1


See accompanying notes to interim  consolidated financial statements.



</TABLE>







<PAGE>



                  AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
               Notes to Interim Consolidated Financial Statements
                                   (unaudited)


         (1)   Basis of Presentation
         The interim  consolidated  financial  statements  presented  herein are
         unaudited  and, in the opinion of management,  reflect all  adjustments
         necessary for a fair presentation of results for such periods. All such
         adjustments  are  of  a  normal,   recurring  nature.  The  results  of
         operations  for any interim  period are not  necessarily  indicative of
         results  for the full year.  These  consolidated  financial  statements
         should  be  read  in  conjunction  with  the   consolidated   financial
         statements and notes thereto  contained in the Company's  Annual Report
         on Form 10-K for the year ended December 31, 1999.

         (2)   Bank Covenant
         The Company has entered into a revolving credit agreement,  as amended,
         with Union Bank for $15,000,000.  At March 31, 2000, $14,500,000 of the
         $15,000,000  line is  currently  utilized  leaving  $500,000  currently
         available.  The bank loan has a variable  rate of  interest  based upon
         fluctuations  in the London  Interbank  Offered  Rate  (LIBOR)  and has
         amortizing  principal payments.  The first installment is due September
         30,  2001.  The  interest  rate at March 31, 2000 was 7.7%.  The credit
         agreement contains certain financial  covenants with respect to capital
         expenditures,  business acquisitions,  liquidity ratio, leverage ratio,
         tangible net worth, net  profit  and dividend payments. The Company is
         currently  in  violation  of  Section  5.13  of  the  revolving  credit
         agreement  pertaining  to  a  minimum  of  $32,500,000  in policyholder
         surplus for Amwest Surety Insurance Company  and its subsidiaries.  The
         Company has provided  Union  Bank  with pertinent information regarding
         an  action  plan  and  is  currently  seeking  a  waiver  and amendment
         regarding  this  covenanat.  Should  the  Company  be  unsuccessful  in
         obtaining  a  waiver and amendment regarding this covenant, the Company
         would be deemed to be in  default  and all sums then owing shall be due
         and immediately payable.  In  such  case, the  Company would attempt to
         refinance the  amounts  owed  to Union Bank.  The Company currently has
         $14,500,000 outstanding on a total line of $15,000,000.

         (3)   Earnings Per Share
         Basic EPS  is  calculated  based  on  the  weighted  average  number of
         common  shares  outstanding  and  diluted  EPS includes  the effects of
         dilutive   potential  common  shares.  The  calculation  of  basic  and
         diluted EPS for  the  three  months ended March 31, 2000 and 1999 is as
         follows:
<TABLE>
<CAPTION>

                                                                             Three months ended March 31,
                                                                  Income              Shares               Per-Share
                                                                  (Numerator)         (Denominator)        Amount
                                                                  ($ in thousands)                         (Dollars)
                                                                  ------------------- -------------------- ----------------
<S>                                                                     <C>             <C>                     <C>

        Basic EPS:
        2000                                                      $       803         4,331,381            $      .19
        1999                                                      $     2,366         4,313,522            $      .55

        Effect of Dilutive Securities:
        2000                                                                                194
        1999                                                                             21,218

        Diluted EPS:
        2000                                                      $       803         4,331,575            $      .19
        1999                                                      $     2,366         4,334,740            $      .55
</TABLE>



<PAGE>





                 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         Results of Operations

         Premiums  written  increased 14% from  $32,135,000 for the three months
         ended March 31, 1999 to  $36,673,000  for the three  months ended March
         31, 2000.

         The premium growth was primarily due to premium increases in the surety
         product  lines.  Premiums for the surety  division  increased  15% from
         $25,033,000  for the three months  ended March 31, 1999 to  $28,705,000
         for the three months ended March 31, 2000. The increase is attributable
         to increased writings in the court and commercial surety operations.

         Premiums for the property and casualty division also increased 12% from
         $7,102,000  for the three months ended March 31, 1999 to $7,970,000 for
         the three  months  ended March 31,  2000,  primarily  due to  increased
         writings in the commercial trucking product,  the California  specialty
         motorcycle program and the Florida homeowners program.

         Net  premiums  earned  increased  14%  from  $26,993,000  for the three
         months ended March 31, 1999 to  $30,737,000  for the three months ended
         March 31, 2000 primarily due to a decrease in premiums ceded  resulting
         from  the  nonrenewal,  effective  January 1, 2000,  of  the  Company's
         annual aggregate stop loss treaty with Underwriters Reinsurance Company
         (Barbados),  Inc.  and   the  quota  share   reinsurance  treaty   with
         Underwriters Reinsurance Company, a New Hampshire domiciled  reinsurer.
         The Company's ceded  premium was $6,492,000 for the  three months ended
         March 31, 1999  compared  with $1,122,000  for the  three  months ended
         March 31, 2000.  The amounts  ceded for  the 2000 period are related to
         the Company's excess of loss and SBA  reinsurance  programs that remain
         in place.  Effective  April 1, 2000, the  Company  signed  a term sheet
         with Underwriters Reinsurance Company (Barbados), Inc. for a three-year
         annual aggregate stop loss reinsurance treaty. The Company is currently
         evaluating  its options  with  respect  to  a  quota share  reinsurance
         treaty, as well as, with respect to the benefits of a  more
         traditional reinsurance  program.  The Company  generally  earns
         premiums  ratably over the assigned bond terms  for the  surety
         operations and the policy term for the specialty property and casualty
         operations.

         Net investment income increased 6% from $1,769,000 for the three months
         ended March 31, 1999 to $1,877,000 for the three months ended March 31,
         2000.  Although average invested assets decreased from  $127,778,000 at
         March 31,  1999 to  $117,994,000  at March 31,  2000  primarily  due to
         returns of cash collateral balances during the latter part of the first
         quarter of 2000 thereby reducing  balances for funds held as collateral
         from $50,271,000 at December 31, 1999 to $46,722,000 at March 31, 2000,
         the  significantly  higher  investment  yields  achieved due to general
         increases in interest rates more than  compensated  for this reduction.
         Net realized  investment  gains  increased  from $740,000 for the three
         months  ended March 31, 1999 to  $1,154,000  for the three months ended
         March 31,  2000.  The  investments  sold during the three  months ended
         March 31, 2000 were primarily equity securities and convertible bonds.

         Commissions  and fees  increased 14% from $742,000 for the three months
         ended March 31, 1999 to $843,000  for the three  months ended March 31,
         2000. The increase is primarily due to an increase in fee income on the
         funds control business.
<PAGE>
         Net losses and loss adjustment  expenses  increased 49% from $9,086,000
         for the three months ended March 31, 1999 to $13,548,000  for the three
         months ended March 31, 2000.  The loss ratio for the surety  operations
         increased from 26% for the three months ended March 31, 1999 to 35% for
         the three  months  ended March 31, 2000 due to a number of  significant
         losses in the contract and  commercial  surety  product line during the
         first quarter.  The loss ratio for the property and casualty operations
         also  increased  from 63% for the three  months ended March 31, 1999 to
         72% for the three months ended March 31, 2000 due to continued  reserve
         strengthening  in  the  commercial  trucking  line  of  business and  a
         decrease in ceded losses.  The net losses  reflect  the  benefit of the
         annual aggregate  stop loss  reinsurance treaty  in place for  the 1997
         to 1999 accident years.  For the  three months ended  March  31,  2000,
         additional losses  and loss  adjustment  expenses  ceded to this treaty
         were $6,356,000 for the  1999 accident year and $448,000  for  the 1998
         accident year.

         Policy  acquisition  costs  increased as a  percentage  of net premiums
         earned from 49%, or $13,322,000  to 50%, or  $15,253,000  for the three
         months  ended March 31, 1999 and 2000,  respectively.  The  increase is
         primarily  attributable to increased  commission  expense on the surety
         business.

         General  operating  costs  decreased  as  a  percentage of net premiums
         earned at 15%, or $3,939,000 for the three  months ended March 31, 1999
         to 13%, or $4,053,000  for  the  three  months  ended  March  31, 2000.
         The decrease is due to increase in earned premium as described above.

         Interest  expense  increased  from  $554,000 for the three months ended
         March 31, 1999 to $620,000  for the three  months ended March 31, 2000.
         This increase is  attributable  to an increase in average funds held on
         which the Company pays interest from  $34,191,000  for the three months
         ended March 31, 1999 to  $48,497,000  for the three  months ended March
         31, 2000.

         Income  before income taxes  decreased  from  $3,343,000  for the three
         months  ended  March 31, 1999 to $1,137,000  for the three months ended
         March 31, 2000 due to the factors outlined above.

         The  effective  tax rate was 29% for  the three  months ended March 31,
         1999 a nd  for  the three  months  ended  March 31,  2000. The  primary
         reason for the variance  from the  corporate  income  tax  rate  of 34%
         is  tax-advantaged  income  received  on  a  portion  of  the Company's
         investment portfolio offset by certain non-deductible expenses.

         Net income  decreased from  $2,366,000 for the three months ended March
         31, 1999 to  $803,000  for the three  months  ended  March 31, 2000 due
         to the factors outlined above.


         Liquidity and Capital Resources

         As of March 31, 2000, the Company held total cash and cash  equivalents
         and invested assets of $122,427,000.  This amount includes an aggregate
         of  $46,722,000  in  funds  held as  collateral  which  is  shown  as a
         liability on the Company's consolidated balance sheets. As of March 31,
         2000, the Company's  invested assets  consisted of $95,781,000 in fixed
         maturities,   held  at  market  value,   $5,006,000  in  common  equity
         securities,  $3,861,000 in preferred equity  securities,  $7,970,000 in
         other  invested  assets  and  $2,767,000  in  short-term   investments,
         including  certificates  of deposit with original  maturities less than
         one year.
<PAGE>
         Because the parent  company  depends  primarily on  dividends  from its
         insurance subsidiaries for its net cash flow requirements, absent other
         sources of cash flow, it cannot pay  dividends  materially in excess of
         the  amount  of  dividends   that  could  be  paid  by  the   insurance
         subsidiaries  to the parent company.  The State of Nebraska  regulates,
         through  the  Office  of the  Insurance  Commissioner,  the  amount  of
         dividends which can be paid by a domestic  insurance  company utilizing
         various formula methodology.

         The Company has entered into a revolving credit agreement,  as amended,
         with Union Bank for $15,000,000.  At March 31, 2000, $14,500,000 of the
         $15,000,000  line is  currently  utilized  leaving  $500,000  currently
         available.  The bank loan has a variable  rate of  interest  based upon
         fluctuations  in the London  Interbank  Offered  Rate  (LIBOR)  and has
         amortizing  principal payments.  The first installment is due September
         30,  2001.  The  interest  rate at March 31, 2000 was 7.7%.  The credit
         agreement contains certain financial  covenants with respect to capital
         expenditures,  business acquisitions,  liquidity ratio, leverage ratio,
         tangible net worth, net  profit  and dividend  payments. The Company is
         currently  in  violation  of  Section  5.13  of  the  revolving  credit
         agreement  pertaining to  a  minimum  of  $32,500,000  in  policyholder
         surplus for  Amwest Surety Insurance Company and its subsidiaries.  The
         Company has  provided  Union  Bank with pertinent information regarding
         an action  plan  and  is  currently  seeking  a  waiver  and  amendment
         regarding  this  covenant.  Should  the  Company  be   unsuccessful  in
         obtaining a waiver and amendment regarding  this covenant, the  Company
         would be deemed to be in default and all sums  then owing  shall be due
         and immediately payable.  In  such case, the  Company  would attempt to
         refinance the  amounts  owed  to Union Bank.  The Company currently has
         $14,500,000 outstanding on a total line of $15,000,000.

         The  Company,  effective  January  1,  1997,  entered  into  an  annual
         aggregate stop loss  reinsurance  treaty  with Underwriters Reinsurance
         Company (Barbados), Inc. which treaty was renewed for the 1998 and 1999
         accident years.  For  the  1997 accident year, the treaty covers surety
         losses and  allocated  loss  adjustment  expenses in excess of 25.9% of
         surety earned premium.  For  the  1998  accident  year,  the treaty has
         separate attachment points for surety and non-surety lines of business.
         On the  surety  line  of  business,  when  losses  and  loss adjustment
         expenses exceed 32.8%  of  net  earned premiums and for all other lines
         when losses and loss  adjustment  expenses  exceed  67%  of  net earned
         premiums, the reinsurer  becomes  liable for  losses up to 7% of surety
         earned premiums. For the 1999 accident year,  the treaty covers losses,
         excluding loss adjustment expenses, for all lines of business in excess
         of 26.5% through 28% of net earned premium and for losses in excess of
         31% up to 39.7%.  The Company has signed a term sheet with Underwriters
         Reinsurance Company (Barbados), Inc. for a  three-year annual aggregate
         stop loss reinsurance treaty  which becomes effective on April 1, 2000.
         Further, the Company has agreed to remove all  remaining limits for the
         1998 and  1999  accidents  years,  which  amounted  to  $4,395,000  and
         $564,000, respectively  as  of  March  31,  2000. In  exchange for  the
         partial commutation, losses previously ceded under these contracts will
         become a fixed obligation of the reinsurers.

         The quota share reinsurance treaty in effect at December 31, 1999 cedes
         15% of  net  surety  written  premium  for  all  surety written through
         Amwest Surety on  a  pro  rata  basis.  This  treaty provides statutory
         surplus enhancement for  the  Company  due  to  the  ceding commission
         received by  the Company.  The  Company  is  currently  evaluating  its
         options with  respect  to a  quota share reinsurance treaty, as well
         as, with respect to the benefits of a more traditional reinsurance
         program.

         The  Company  is a  party  to a  lease  with  ACD2  for  its  corporate
         headquarters. This lease has a term of 15 years and contains provisions
         for scheduled  lease charges.  The Company's  minimum  commitment  with
         respect to this lease in 2000 is  approximately  $670,000.  The Company
         has  the  option  to  purchase  this  home  office  building  and  land
         commencing  on April 27, 2000 and extending for a six month period at a
         predetermined  rate for the  building,  with the value of land based on
         then  existing  market  rates.  The Company is currently  exploring the
         potential exercise of such option.
<PAGE>
         Other  than the  Company's  obligations  with  respect to funds held as
         collateral  and the  Company's  obligation to pay claims as they arise,
         the  Company's  commitments  to pay  principal and interest on the bank
         debt and lease expenses as noted above,  the Company has no significant
         cash commitments.

         The  Company  believes  that its cash flows from  operations  and other
         present  sources of capital are  sufficient to sustain its needs for at
         least the remainder of 2000.

         The Company used  $5,733,000 in cash from operating  activities for the
         three  months March 31, 1999 as compared to using  $9,955,000  for  the
         three  months ended  March 31, 2000.  The  Company  generated  $316,000
         in cash for investing  activities for  the three months ended March 31,
         1999 as compared to generating  $4,695,000  for  the three months ended
         March  31,  2000.  The  Company  generated  $7,268,000  in  cash   from
         financing  activities  for  the three  months  ended  March 31, 1999 as
         compared t  using $3,519,000  for  the  three  months  ended  March 31,
         2000.  The  cash  used  for  operating  activities  in  2000  increased
         primarily  due  to  increases in reinsurance recoverables and timing of
         premium    payments   to   reinsurers.   The  increase  in  reinsurance
         recoverables  is  attributable  to increased  loss payments made during
         the quarter.


         Other Matters

         Year 2000 issues:

         The Company did not experience material Year 2000 problems and does not
         expect to incur any significant  additional  costs related to Year 2000
         matters.

         Other issues:

         Certain statements  contained in this Form 10-Q regard matters that are
         not historical facts and are forward-looking  statements.  Because such
         forward-looking  statements  include  risks and  uncertainties,  actual
         results may differ  materially  from those  expressed  in or implied by
         such  forward-  looking  statements.  Factors  that could cause  actual
         results  to differ  materially  include,  but are not  limited  to: the
         ineffectiveness  of the  recently  modified  commercial  transportation
         products, a deterioration in premiums written or losses incurred in the
         Company's surety and other specialty businesses, the ability to achieve
         increased  percentage writings of commercial surety and court products,
         the lack of  adherence  by branch  personnel  to  Company  underwriting
         guidelines,  failure of the Company to improve its leverage which could
         result in a reduction in the ratings from A.M. Best and other  industry
         ratios  agencies,  the  ability  of  the  Company to obtain a waiver or
         amendment regarding a  covenant  included  in  the  Company's revolving
         bank credit agreement, the ability of the Company to negotiate  a quota
         share reinsurance treaty, a reduction  in the  investment  yield earned
         on  the  Company's   investment   portfolio,  or  a  general  economic
         decline.  The Company undertakes no obligation to release  publicly the
         results of any  revisions  to  these  forward-looking  statements  that
         may be made to reflect events or circumstances after the date hereof or
         to reflect the occurrence of unanticipated events.

         The table on the next page shows, for the periods indicated,  the gross
         premiums written,  net premiums earned,  net losses and loss adjustment
         expenses  and loss  ratios for the  Company's  specialty  property  and
         casualty operations and surety operations.



<PAGE>





                                                              TABLE 1

                                   AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
                                  SUMMARY OF PREMIUMS AND LOSSES BY PRODUCT LINE
                                                  (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                  Three months ended                     Year ended
                                                                       March 31,                        December 31,
                    Type of Bond                                  2000             1999              1999             1998
                    ------------                                  ----             ----              ----             ----
<S>                                                                <C>             <C>                <C>              <C>

Total Surety
    Gross premiums written                                    $  28,703        $  25,033         $ 108,184        $ 102,270
    Net premiums earned                                          23,608           21,500            85,500           84,166
    Net losses and loss adjustment expenses                       8,380            5,641            31,175           23,262
    Loss and loss adjustment expense ratio                          35%              26%               37%              28%

Property & Casualty
    Gross premiums written                                      $ 7,970          $ 7,102          $ 28,304         $ 30,549
    Net premiums earned                                           7,129            5,493            25,044           21,805
    Net losses and loss adjustment expenses                       5,168            3,445            17,135           17,569
    Loss and loss adjustment expense ratio                          72%              63%               68%              81%

Total Company
    Gross premiums written                                     $ 36,673         $ 32,135         $ 136,488        $ 132,819
    Net premiums earned                                          30,737           26,993           110,544          105,971
    Net losses and loss adjustment expenses                      13,548            9,086            48,310           40,831
    Loss and loss adjustment expense ratio                          44%              34%               44%              39%

</TABLE>



<PAGE>



                           PART II - OTHER INFORMATION

                  AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES



Items 1-4:            LEGAL PROCEEDINGS, CHANGE IN SECURITIES, DEFAULTS UPON
                      SENIOR SECURITIES,SUBMISSION OF MATTERS TO A VOTE OF
                      SECURITY HOLDERS,

                      None

Items 5:              OTHER INFORMATION

                      Effective May  10, 2000,  Steven R.  Kay  resigned  as the
                      Company's  Executive  Vice President and  Chief  Financial
                      Officer and as a member of  its  Board  of  Directors.  He
                      also  resigned  from  all  positions  with  the  Company's
                      subsidiaries in order to pursue other business interests.

Item 6:               EXHIBITS AND REPORTS ON FORM 8-K

                      (a)  Exhibits
                               See the Exhibit Index on page 15.

                      (b)      Reports on Form 8-K
                               There  were no  reports  filed on Form 8-K during
                               the three months ended March 31, 2000.



<PAGE>



                                   SIGNATURES

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



                                                   AMWEST INSURANCE GROUP, INC.





         Date: May 19, 2000                     by:  /s/         JOHN E. SAVAGE
                                          -------------------------------------
                                                         John E. Savage
                                             President, Chief Executive Officer
                                                    and Chief Operating Officer
                                                  (Principal Executive Officer)



                                                by:  /s/        PHILLIP E. HUFF
                                          -------------------------------------
                                                        Phillip E. Huff
                                                      Senior Vice-President,
                                                           Treasurer
                                                    (Principal Financial and
                                                  Principal Accounting Officer)





<PAGE>




                  AMWEST INSURANCE GROUP, INC. AND SUBSIDIARIES
                                  EXHIBIT INDEX


  Exhibit Number
                        Description                                 Location

  2      Plan of acquisition, reorganization, arrangement,
         liquidation or succession                               None

  4      Instruments defining the rights of securityholders,
         including indentures                                    Not required

  11     Statement re computation of per share earnings          Page 8,  Note 3

  15     Letter re unaudited interim financial information       None

  18     Letter re change in accounting principles               None

  19     Previously unfiled documents                            None

  20     Report furnished to security holders                    None

  23     Published report regarding matters submitted to
         vote of security holders                                None

  24     Consents of experts and counsel                         None

  25     Power of attorney                                       None

  28     Additional exhibits                                     None




<TABLE> <S> <C>


<ARTICLE>                                           7
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>    0000780118
<NAME>   SIOBHAN HORTON
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-1-2000
<PERIOD-END>                                   MAR-31-2000
<EXCHANGE-RATE>                                1
<DEBT-HELD-FOR-SALE>                           95,781
<DEBT-CARRYING-VALUE>                          0
<DEBT-MARKET-VALUE>                            0
<EQUITIES>                                     8,867
<MORTGAGE>                                     0
<REAL-ESTATE>                                  0
<TOTAL-INVEST>                                 115,385
<CASH>                                         7,042
<RECOVER-REINSURE>                             30,336
<DEFERRED-ACQUISITION>                         25,150
<TOTAL-ASSETS>                                 233,168
<POLICY-LOSSES>                                54,826
<UNEARNED-PREMIUMS>                            53,762
<POLICY-OTHER>                                 0
<POLICY-HOLDER-FUNDS>                          0
<NOTES-PAYABLE>                                14,500
                          0
                                    0
<COMMON>                                       43
<OTHER-SE>                                     56,636
<TOTAL-LIABILITY-AND-EQUITY>                   233,168
                                     30,737
<INVESTMENT-INCOME>                            1,877
<INVESTMENT-GAINS>                             1,154
<OTHER-INCOME>                                 843
<BENEFITS>                                     13,548
<UNDERWRITING-AMORTIZATION>                    15,253
<UNDERWRITING-OTHER>                           4,053
<INCOME-PRETAX>                                1,137
<INCOME-TAX>                                   334
<INCOME-CONTINUING>                            803
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   803
<EPS-BASIC>                                  0.19
<EPS-DILUTED>                                  0.19
<RESERVE-OPEN>                                 56,466
<PROVISION-CURRENT>                            19,654
<PROVISION-PRIOR>                              384
<PAYMENTS-CURRENT>                             5,501
<PAYMENTS-PRIOR>                               16,177
<RESERVE-CLOSE>                                54,826
<CUMULATIVE-DEFICIENCY>                        0



</TABLE>


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