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 period ended March 31, 1997
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: 000-22142
OMNI INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1680624
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1000 Parkwood Circle, Atlanta, Georgia 30339
(Address of principal executive offices) (Zip Code)
(770) 952-4500
(Registrant's telephone number, including area code)
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 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
-------------- --------------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class: Common Stock, par value $.01
Issued and outstanding as of: March 31, 1997 - 5,704,958 shares
<PAGE>
OMNI INSURANCE GROUP, INC.
Form 10-Q
March 31, 1997
Table of Contents
Page
PART I. Financial Information Number
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at
March 31, 1997 and December 31, 1996 3
Consolidated Statements of Earnings - Three months
ended March 31, 1997 and 1996 4
Consolidated Statements of Cash Flows -
Three months ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 14
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
OMNI INSURANCE GROUP, INC.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Available for sale:
Fixed maturities, at fair value $ 80,889,211 $ 79,042,789
Equity securities, at fair value 225,462 212,063
Invested cash 7,205,710 5,264,275
------------ ------------
Total investments 88,320,383 84,519,127
Accrued investment income 1,410,680 1,525,704
Accounts receivable, principally premiums 51,910,265 43,696,603
Reinsurance recoverables 2,635,566 1,548,971
Prepaid reinsurance premiums 5,969,353 5,028,048
Federal income taxes receivable - 27,942
Deferred policy acquisition costs 10,256,380 9,542,558
Deferred income taxes 1,701,000 1,250,000
Property and equipment, net 2,294,166 2,084,533
------------ ------------
Total assets $ 164,497,793 $ 149,223,486
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses $ 35,700,631 $ 33,176,563
Unearned premiums 59,154,204 49,722,892
Accounts payable and accrued expenses 7,294,848 6,543,261
Drafts payable 6,111,180 5,669,661
Federal income taxes payable 693,080 -
Reserve for premium tax assessment 1,460,000 1,460,000
Other liabilities 569,128 469,997
------------ ------------
Total liabilities 110,983,071 97,042,374
------------ ------------
Stockholders' equity:
Common stock, par value $.01, authorized 15,000,000
shares; issued and outstanding 5,704,958 and
5,700,150 shares, respectively 57,050 57,002
Additional paid-in capital 28,986,407 28,937,173
Net unrealized depreciation on investment
securities (63,303) (5,245)
Retained earnings 24,534,568 23,192,182
------------ ------------
Total stockholders' equity 53,514,722 52,181,112
Commitments and contingencies (note 2)
------------ ------------
Total liabilities and stockholders' equity $ 164,497,793 $ 149,223,486
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
OMNI INSURANCE GROUP, INC.
Consolidated Statements of Earnings
Unaudited
<TABLE>
<CAPTION>
Three months ended March 31,
1997 1996
------------- -------------
<S> <C> <C>
Gross premiums written $ 40,957,368 $ 24,610,133
============ ============
Net premiums written $ 36,896,022 $ 20,247,684
============ ============
Revenues:
Net premiums earned $ 28,406,015 $ 20,287,468
Net investment income 1,084,668 1,022,180
Realized capital gains (losses) (1,493) 27,538
Other income - 4,046
------------ ------------
Total revenues 29,489,190 21,341,232
------------ ------------
Losses and expenses:
Losses and loss adjustment expenses, net 22,034,043 15,039,785
Acquisition and operating expenses, net 5,776,760 4,719,856
------------ ------------
Total losses and expenses 27,810,803 19,759,641
------------ ------------
Earnings before income taxes 1,678,387 1,581,591
------------ ------------
Income taxes (benefit):
Current 757,000 609,000
Deferred (421,000) (185,000)
------------ ------------
Total income taxes 336,000 424,000
------------ ------------
Net earnings $ 1,342,387 $ 1,157,591
============ ============
Net earnings per share $ 0.24 $ 0.20
============ ============
Weighted average shares outstanding 5,702,554 5,700,150
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
OMNI INSURANCE GROUP, INC.
Consolidated Statements of Cash Flows
Unaudited
<TABLE>
<CAPTION>
Three months ended March 31,
1997 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,342,387 $ 1,157,591
Adjustments to reconcile net earnings to net
cash provided from operating activities:
Amortization and depreciation 351,439 304,783
Deferred income taxes (421,000) (185,000)
Changes in:
Accounts receivable, principally premiums (8,213,662) (2,520,645)
Reinsurance recoverables (1,086,595) (97,906)
Prepaid reinsurance premiums (941,305) (2,340,982)
Federal income taxes 721,022 209,000
Deferred policy acquisition costs (713,822) 747,638
Unpaid losses and loss adjustment expenses 2,524,068 (1,901,943)
Unearned premiums 9,431,312 2,301,198
Funds held for reinsurance - (4,832)
Accounts payable and accrued expenses (130,235) 1,041,565
Drafts payable 441,519 505,283
Other, net 215,646 54,155
------------ ------------
Net cash provided from operating activities 3,520,774 (730,095)
------------ ------------
Cash flows from investing activities:
Purchases of investments (13,969,108) (5,336,694)
Maturities, calls and paydowns of fixed maturities 1,086,002 1,211,779
Sales of investments 10,769,385 3,157,068
Change in invested cash (1,941,435) 899,002
Purchases of property and equipment (396,722) (133,777)
Sales of property and equipment - 31,929
------------ ------------
Net cash used in investing activities (4,451,878) (170,693)
------------ ------------
Cash flows from financing activities:
Issuance of common stock 49,282 -
Cash overdraft 881,822 900,788
------------ ------------
Net cash provided by financing activities 931,104 900,788
------------ ------------
Net decrease in cash - -
Cash at beginning of period - -
------------ ------------
Cash at end of period $ - $ -
============ ============
Supplemental cash flow information - cash payments
during year for:
Income taxes $ - $ 400,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
OMNI INSURANCE GROUP, INC.
Notes to Consolidated Financial Statements
March 31, 1997
(1) Basis of Presentation
The unaudited consolidated financial statements include the accounts of Omni
Insurance Group, Inc. (Company), a holding company, and its wholly owned
insurance subsidiary, Omni Insurance Company (Omni Insurance). Omni Insurance
owns all the issued and outstanding common stock of Omni Indemnity Company and
Omni General Agency, Inc. All significant intercompany balances and
transactions have been eliminated in consolidation.
The unaudited consolidated financial statements have been prepared in
conformity with generally accepted accounting principles (GAAP). However, all
of the footnotes required by GAAP have not been included and reference should
be made to the "Notes to Consolidated Financial Statements" included in the
1996 Annual Report. In the opinion of management, all necessary adjustments
have been reflected for a fair presentation of the results of operations,
financial position and cash flows in the accompanying unaudited consolidated
financial statements. The results for the periods are not necessarily
indicative of the result for the entire year.
Certain items in the prior period financial statements have been reclassified
to conform to the current presentation.
(2) Contingencies
The Florida Department of Revenue (Department) conducted an audit of the
premium tax returns filed by Omni Insurance for the years 1987 through 1991.
The Department made adjustments to these returns that increase the premium tax
liability, including penalties and interest. No audit has been conducted for
years 1992 and 1993; however, similar issues may exist for these two years
which could result in an additional assessment. Due to the redomestication of
Omni Insurance, no similar exposure exists after 1993.
Omni Insurance administratively protested the assessment proposed by the
Department for the years 1987 through 1991. In May 1995, Omni Insurance
received notice from the Department that it had denied Omni Insurance's
protest and issued a notice of final assessment. As a result, Omni Insurance
filed suit against the Department to further contest the assessment.
Following the July 1995 filing of such suit, a Florida trial court rendered a
decision in another case involving similar issues. This decision was adverse
to the taxpayer, after the taxpayer had initially been granted summary
judgment in its favor. The taxpayer appealed that case and filed a brief on
appeal of the verdict previously rendered. During the quarter ended June 30,
1996, the Appeals Court rendered a decision that was adverse to the taxpayer,
denied its claim for rehearing and denied its request to be heard by the
Florida Supreme Court.
Omni Insurance strongly disagreed with the decision of the trial court and
filed an Amicus Brief supporting the unrelated taxpayer's position. Based on
the trial court verdict, Omni management considered it prudent and necessary
to establish a reserve to cover any possible loss exposure related to this
issue. Accordingly, a reserve of $1,460,000 was established during 1995.
Omni Insurance's suit is still pending.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Some matters discussed in this report constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company notes that a variety of risk factors could cause the Company's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements.
Reference is made in particular to the discussion of such risk factors set
forth as Exhibit 99.1 to the Company's Annual Report on Form 10-K dated
December 31, 1996, on file with the Securities and Exchange Commission.
Financial Condition
March 31, 1997, Compared to December 31, 1996
Total investments increased to $88.3 million at March 31, 1997 from $84.5
million at December 31, 1996. This increase was primarily the result of
positive operating cash flow for the first quarter of 1997. Partially
offsetting this increase was a decline in the Company's unrealized gain
in the investment portfolio to approximately $650,000 from $750,000 at
year-end 1996. This decrease was primarily a result of changes in interest
rates.
The increase in accounts receivable by 18.8% to $51.9 million and unearned
premiums by 19.0% to $59.2 million at March 31, 1997 was the result of the
increase in gross premiums written compared to prior periods.
The increase in deferred policy acquisition costs to $10.3 million at
March 31, 1997 from $9.5 million at December 31, 1996 was primarily the
result of the increase in deferrable acquisition expenses resulting from
the larger volume of gross premiums written for the quarter ended March
31, 1997, compared to December 31, 1996.
Unpaid losses and loss adjustment expenses increased to $35.7 million at
March 31, 1997 from $33.2 million at December 31, 1996. The Company
increased its liability for outstanding bodily injury claims by $1.5
million, resulting in an average increase of $400 per claim.
Results of Operations
Three Months Ended March 31, 1997, Compared to Three Months Ended March
31, 1996
Gross premiums written increased 66.4% to $41.0 million for the three
months ended March 31, 1997 from $24.6 million for the three months
ended March 31, 1996. Since the Company began writing business in
Texas in the third quarter of 1995, premiums written in that state have
grown steadily. For the period ended March 31, 1997, Texas produced
$9.3 million in premiums written and was the Company's largest state,
followed by Florida at $9.0 million. A sizable portion of the Texas
business has been written through an agency which has multiple branch
offices controlled by a common ownership. Illinois became operational
during the quarter with minimal writings in line with our modest
expectations.
Net premiums written increased 82.2% to $36.9 million for the three
months ended March 31, 1997 from $20.2 million for the three months
ended March 31, 1996. The difference in growth rates for gross and net
premiums written reflects the impact of the initial ceding of the
unearned premium on the quota share reinsurance treaty which became
effective January 1, 1996. The increase in net premiums earned to $28.4
million during the three months ended March 31, 1997 from $20.3 million
during the three months ended March 31, 1996 is the result of the
increase in gross premiums written in the latter half of 1996 and the
first quarter of 1997.
Net investment income increased slightly to $1.1 million for the three months
ended March 31, 1997 from $1.0 million for the three months ended March 31,
1996. This increase was due to an increase in the average investable assets
as well as an increase in the investment yield before investment expenses.
Approximately $12 million of fixed income securities were sold during
the quarter, resulting in a loss of $2,000. The proceeds generated from
these sales were utilized to purchase other fixed income securities.
7
<PAGE>
The reinvestment portions of taxables and tax-exempts were maintained,
leaving the portfolio approximately 50% taxables and 50% tax-exempts.
The reinvestment also extended the portfolio duration and will increase
book income approximately $150,000 per year.
Losses and loss adjustment expenses were $22.0 million for the three
months ended March 31, 1997 with a net loss ratio of 77.6%, compared to
$15.0 million for the three months ended March 31, 1996 with a net loss
ratio of 74.1%. During the first quarter of 1997, the Company had
approximately $2.5 million of adverse development on the reserves
established at year-end 1996. This development is primarily
attributable to the increase in the liability for outstanding bodily
injury claims mentioned earlier. The Company's current quarter loss
ratio (excluding the effect of prior year reserve adjustments) is lower
than the comparable prior year period. This is largely due to a net
decline in frequency with the decline in the property and physical
damage coverages more than offsetting the slight increase in bodily
injury coverages. The Company continues to closely monitor the adequacy
of its rates and loss reserves and takes action when it believes
necessary.
Acquisition and operating expenses increased to $5.8 million for the
three months ended March 31, 1997 from $4.7 million for the three months
ended March 31, 1996. The net expense ratio decreased to 20.3% from
23.3% for these same periods, due primarily to the increase in earned
premiums without a corresponding increase in expenses. Also, the net
expense ratio has benefitted from reinsurance treaty results.
Settlement of the 1992-1993 Internal Revenue Service audit occurred during
the quarter. Consequently, $80,000 of the amount previously reserved was
released, resulting in a tax rate of 20.0% for the three months ended
March 31, 1997 compared to 26.8% for the three months ended March 31, 1996.
As a result of the foregoing factors, net earnings increased 16.0% to
$1.3 million for the three months ended March 31, 1997 from $1.2 million
for the three months ended March 31, 1996, and earnings per share increased
to $0.24 per share from $0.20 per share for the same periods, respectively.
Liquidity and Capital Resources
Three Months Ended March 31, 1997, Compared to Three Months Ended March
31, 1996
The Company's major sources of operating funds are dividends from Omni
Insurance Company (Omni Insurance) and payments received pursuant to a
tax-sharing agreement between the Company and its subsidiaries.
Therefore, the Company's liquidity will be dependent upon the earnings
of Omni Insurance and the subsidiaries' ability to pay dividends and
make tax-sharing payments to the Company.
The principal sources of funds for the insurance subsidiaries are net
premiums collected, investment income and proceeds from investments that
have been sold, matured or repaid. The Company's principal uses of
funds are the payment of general corporate expenses. The principal uses
of funds for the insurance subsidiaries are the payment of claims,
acquisition and operating expenses and the purchase of investments.
Net cash flows provided by operating activities were $3.5 million for the
three months ended March 31, 1997 compared with net cash used of $0.7 million
for the three months ending March 31, 1996. This improvement in cash flow
was due to the increase in gross premiums written and improved profitability.
Net funds used in investing activities were $4.5 million for the three
months ended March 31, 1997 compared to $171,000 for the three months
ended March 31, 1996. Company estimates of policy liabilities generally
develop and are resolved over a period of less than three years;
therefore, the Company has a relatively predictable schedule of cash
needs. The Company also manages its investment activities to maintain
adequate liquidity for operating purposes and to protect its
policyholders and stockholders (that is, by attempting to match its
liquidity with cash requirements). The Company's portfolio is heavily
weighted toward intermediate fixed maturity securities, substantially
all of which are investment grade. The Company has no real estate
investments or mortgage loans. Historically, the Company has not
experienced any "mismatches" related to liquidity management and none
are anticipated. The Company does not presently anticipate any
requirements which would cause liquidation of any investments prior to
their scheduled maturities.
8
<PAGE>
Illinois (Omni Insurance's state of domicile) insurance laws and
regulations impose certain restrictions on the amount of dividends that
a company domiciled in the state may pay without prior regulatory
approval. As a result, the maximum amount of dividends that Omni
Insurance may pay without prior regulatory approval is the greater of
(i) ten percent of the statutory policyholders' surplus as of the
preceding December 31, or (ii) the statutory net income for the
preceding calendar year, including a portion of its capital gains for
such year, provided that dividends may only be paid to the extent of
earned surplus. Omni Insurance has the ability to pay approximately $3.7
million of dividends to the Company during 1997.
Effective with the 1994 statutory annual statement which is filed with
the state Departments of Insurance, property/casualty insurers must
disclose their risk-based capital (RBC) position. RBC prescribes the
level of capital and surplus which regulators deem necessary in order
for an insurance company to prudently support its business and
investments risks. For 1996, Omni Insurance and its insurance
subsidiary, Omni Indemnity Company, each had total adjusted capital in
excess of any current requirement.
See accompanying notes to consolidated financial statements.
9
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Omni Insurance is a party to a legal proceeding with the Florida Department of
Revenue. See Note 2 to the Company's financial statements set forth in Part I
of this Report.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Filed Herewith (*),
Nonapplicable (NA), or
Incorporated by Reference from
OMGR
Exhibit Registration No. Exhibit
Number or Report Number
-------- ---------------- -------
<S> <S> <S> <S>
2.0 Plan of acquisition, reorganization, arrangement, liquidation or succession NA
3.1 Articles of Incorporation of the Company, as amended 33-64346 3.1
3.2 By-laws of the Company, as amended 33-64346 3.2
4.1 Specimen certificate of the Registrant's Common Stock 33-64346 4.1
10.1 Charter of Omni Insurance Company 33-64346 10.1
10.2 By-laws of Omni Insurance Company 33-64346 10.2
10.3 Amended and Restated Loan Agreement between Omni Insurance
Group, Inc. and Dresdner Bank A.G., Grand Cayman Branch, dated
September 8, 1988 33-64346 10.3
10.4 Promissory Note in the original principal amount of $5,500,000 payable
by the Company, Dudley L. Moore, Jr. and Hannover Holdings, Inc. to
Dresdner Bank A.G., Grand Cayman Branch dated September 8, 1988 33-64346 10.4
10
<PAGE>
10.5 Lease Agreement between Omni Insurance Group, Inc. and Boston
Parkwood Company dated August 21, 1991, as amended by letter
agreement dated January 30, 1992 33-64346 10.5
10.5A First Amendment to Lease between Omni Insurance Group, Inc. and
Boston Parkwood Company dated August 21, 1991, and amended by
letter agreement dated January 30, 1992 1994 Form 10-K 10.5A
10.5B Second Amendment to Lease between Omni Insurance Group, Inc. and
Boston Parkwood Company dated August 21, 1991, and amended by
letter agreement dated January 30, 1992 1994 Form 10-K 10.5B
10.5C Sublease between Omni Insurance Company and Suburban Lodges of September 30, 1996
America, Inc. Form 10-Q 10.5C
10.6 Employment Agreement between Omni Insurance Group, Inc. and
J. Paul Kennedy dated April 28, 1986 as amended 33-64346 10.6
10.7 Stock Purchase Agreement among the Company, Dudley L. Moore, Jr.
and Hannover Holdings, Inc. dated May 19, 1993 33-64346 10.7
10.8 Promissory Note of the Company payable to First Union National
Bank of North Carolina in the principal amount of $10,500,000
dated June 8, 1993 33-64346 10.8
10.9 Loan Agreement between Omni Insurance Group, Inc. and First
Union National Bank of North Carolina dated June 8, 1993 33-64346 10.9
10.10 Pledge Agreement between Dudley L. Moore, Jr. and First Union
National Bank of North Carolina dated June 8, 1993 33-64346 10.10
10.11 Pledge Agreement between J. Paul Kennedy and First Union
National Bank of North Carolina dated June 8, 1993 33-64346 10.11
10.12 Share Transfer Agreement effective March 31, 1993 among
Dudley L. Moore, Jr., J. Paul Kennedy and the Company 33-64346 10.12
10.13 Omni Insurance Group 401(k) Retirement Plan 33-64346 10.13
10.14 1993 Incentive Stock Option Plan of the Company 33-64346 10.14
10.15 1993 Nonqualified Stock Option Plan of the Company 33-64346 10.15
10.16 1993 Nonemployee Director Nonqualified Stock Option Plan of
the Company 33-64346 10.16
10.17 Executive Split-Dollar Insurance Plan of the Company 33-64346 10.17
10.18 Agreement of Reinsurance between General Reinsurance Corporation
and Omni Insurance Company 33-64346 10.18
10.18A Endorsements Nos. 4, 5 and 6 to the Agreement of Reinsurance between
General Reinsurance Corporation and Omni Insurance Company 1996 Form 10-K 10.18A
11
<PAGE>
10.19 Private Passenger Automobile Quota Share Reinsurance Agreement between
Omni Insurance Company and Transatlantic Reinsurance Company 33-64346 10.19
10.20 Cover Note No. CT 1297-95 regarding reinsurance agreements between
Omni Insurance Company and Reliance Insurance Company 1994 Form 10-K 10.20
10.20A Quota Share Reinsurance Agreement between Omni Insurance
Company and Reliance Insurance Company 1995 Form 10-K 10.20A
10.21 Not used
10.22 Agency Agreement between Omni General Agency, Inc. and September 30, 1995
Gainsco County Mutual Insurance Company Form 10-Q 10.22
10.22A Amendment 1 to the Agency Agreement between Omni General June 30, 1996
Agency, Inc. and Gainsco County Mutual Insurance Company Form 10-Q 10.22A
10.23 Quota Share Reinsurance Agreement between Gainsco County September 30,1 995
Mutual Insurance Company and Omni Insurance Company Form 10-Q 10.23
10.23A Amendment 2 to the Quota Share Reinsurance Agreement between Gainsco June 30, 1996
County Mutual Insurance Company and Omni Insurance Company Form 10-Q 10.23A
10.24 Management and Service Agreement between Omni General Agency, September 30, 1995
Inc. and Omni Insurance Company Form 10-Q 10.24
10.25 Trust Agreement between Gainsco County Mutual Insurance September 30, 1995
Company, Omni Insurance Company and The Northern Trust Company Form 10-Q 10.25
10.26 Split-Dollar Insurance Agreement between Omni Insurance Company March 31,1996
and D. Jack Sawyer, Jr. as Trustee under The DLMB Family Trust Form 10-Q 10.26
10.27 Cover Note CT1350-96 regarding reinsurance agreement between Omni March 31, 1996
Insurance Company and Transatlantic Reinsurance Company Form 10-Q 10.27
10.27A Automobile Physical Damage Quota Share Reinsurance Agreement between
Omni Insurance Company, Omni Indemnity Company and Transatlantic June 30, 1996
Reinsurance Company Form 10-Q 10.27A
10.28 Executive Incentive Common Stock Plan of Omni Insurance Group, Inc. June 30, 1996
Form 10-Q 10.28
11.0 Statement regarding computation of per share earnings NA
15.0 Letter regarding unaudited interim financial information NA
18.0 Letter regarding change in accounting principles NA
19.0 Report furnished to security holders NA
22.0 Published report regarding matters submitted to vote of security holders NA
23.0 Consents of accountants, experts and counsel NA
24.0 Power of attorney NA
12
<PAGE>
27.1 Financial data schedule (electronic filers only) *
99.1 Forward Looking Statements 1996 Form 10-K 99.1
</TABLE>
(b) Reports on Form 8-K.
None
13
<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.
OMNI INSURANCE GROUP, INC.
Registrant
Date: May 12, 1997 /s/ J. Paul Kennedy
-----------------------------------
J. Paul Kennedy, President & Chief
Operating Officer
Date: May 12, 1997 /s/ Susan H. Scalf
-----------------------------------
Susan H. Scalf, Senior Vice
President & Treasurer
14
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from Omni
Insurance Group, Inc.'s March 31, 1997 financial statements and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000906786
<NAME> OMNI INSURANCE GROUP INC
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<DEBT-HELD-FOR-SALE> 80,889
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 225
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 88,320
<CASH> 0
<RECOVER-REINSURE> 2,636
<DEFERRED-ACQUISITION> 10,256
<TOTAL-ASSETS> 164,498
<POLICY-LOSSES> 35,701
<UNEARNED-PREMIUMS> 59,154
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 57
<OTHER-SE> 53,458
<TOTAL-LIABILITY-AND-EQUITY> 164,498
28,406
<INVESTMENT-INCOME> 1,085
<INVESTMENT-GAINS> (2)
<OTHER-INCOME> 0
<BENEFITS> 22,034
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 5,777
<INCOME-PRETAX> 1,678
<INCOME-TAX> 336
<INCOME-CONTINUING> 1,342
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,342
<EPS-PRIMARY> 0.24
<EPS-DILUTED> 0.24
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
