MEDICAL ASSURANCE INC
10-Q, 1998-11-16
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q

(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the quarterly period ended SEPTEMBER 30, 1998 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 0-19439


                            Medical Assurance, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                        63-1137505 
- -------------------------------            -------------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation of organization)

100 Brookwood Place, Birmingham, AL                       35209    
- --------------------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)


                                 (205) 877-4400
                        -------------------------------  
                        (Registrant's telephone number,
                              including area code)

Indicate by check mark whether the registrant (l) 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 September 30, 1998, there were 21,256,989 shares of the registrant's
common stock outstanding.


Page 1 of 18


<PAGE>   2

                               Table of Contents

<TABLE>
<CAPTION>
Part I - Financial Information

<S>                                                                                                               <C>   
   Item l.       Condensed Consolidated Financial Statements (Unaudited)
                 of Medical Assurance, Inc. and Subsidiaries

                 Condensed Consolidated Balance Sheets.............................................................3

                 Condensed Consolidated Statements of Changes in Capital...........................................4

                 Condensed Consolidated Statements of Income.......................................................5

                 Condensed Consolidated Statements of Cash Flows...................................................6

                 Notes to Condensed Consolidated Financial Statements..............................................7

   Item 2.       Management's Discussion and Analysis of
                 Financial Condition and Results of Operations....................................................10

Part II - Other Information

   Item 6.       Exhibits and Reports on Form 8-K.................................................................18

Signatures........................................................................................................18
</TABLE>


<PAGE>   3

                    Medical Assurance, Inc. and Subsidiaries

               Condensed Consolidated Balance Sheets (Unaudited)
                    ($ in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                          SEPTEMBER 30         December 31
                                                                              1998                1997
                                                                         ---------------------------------

<S>                                                                      <C>                   <C>   
ASSETS
Investments:
    Fixed maturities available for sale, at market value                 $   648,820           $   617,914
    Equity securities available for sale, at market value                     43,169                44,880
    Real estate, net                                                          11,488                11,933
    Short-term investments                                                    58,505                45,475
                                                                         -----------           -----------
Total investments                                                            761,982               720,202
Cash and cash equivalents                                                     46,342                12,248
Premiums receivable                                                           64,107                92,051
Receivable from reinsurers                                                   176,215               150,598
Prepaid reinsurance premiums                                                  19,451                17,580
Deferred taxes                                                                29,498                33,273
Other assets                                                                  45,389                37,221
                                                                         -----------           -----------
                                                                         $ 1,142,984           $ 1,063,173
                                                                         ===========           ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
    Policy liabilities and accruals:
       Reserve for losses and loss adjustment expenses                   $   665,111           $   614,729
       Unearned premiums                                                      83,117                79,700
       Reinsurance premiums payable                                           52,658                53,752
                                                                         -----------           -----------
    Total policy liabilities                                                 800,886               748,181
    Income taxes payable                                                       4,920                 1,240
    Other liabilities                                                         21,695                26,564
                                                                         -----------           -----------
Total liabilities                                                            827,501               775,985

Commitments and contingencies                                                     --                    --

Stockholders' equity:
    Common stock, par value $1 per share; 100,000,000
       shares authorized; 21,722,140 and 21,721,562
         shares issued, respectively                                          21,722                21,722
    Additional paid-in capital                                               143,241               143,037
    Accumulated other comprehensive income, net of
       deferred taxes of $7,995 and $7,947, respectively                      14,848                14,704
    Retained earnings                                                        144,011               109,524
                                                                         -----------           -----------
                                                                             323,822               288,987
     Less treasury stock at cost,  465,151 and  222,201 shares,
       respectively                                                           (8,339)               (1,799)
                                                                         -----------           -----------
Total stockholders' equity                                                   315,483               287,188
                                                                         -----------           -----------
                                                                         $ 1,142,984           $ 1,063,173
                                                                         ===========           ===========
</TABLE>


See accompanying notes 


                                       3
<PAGE>   4

                   Medical Assurance, Inc. and Subsidiaries

      Condensed Consolidated Statements of Changes in Capital (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                   Accumulated
                                                                                     Other                      Other
                                                                                  Comprehensive    Retained     Capital
                                                                        Total        Income        Earnings    Accounts
                                                                      --------    -------------    --------    --------
<S>                                                                   <C>         <C>              <C>         <C>  
Balance at December 31, 1997                                          $287,188       $14,704       $109,524    $162,960
Comprehensive income
    Net income                                                          34,487                       34,487
    Other comprehensive income, net of tax
       Unrealized gains on securities, net of
       reclassification adjustment of $6,620                               144           144
                                                                      --------
    Comprehensive income                                                34,631
Net purchase of treasury stock                                          (6,352)                                  (6,352)
Common stock issued for compensation                                        16                                       16
                                                                      --------       -------       --------    -------- 
Balance at September 30, 1998                                         $315,483       $14,848       $144,011    $156,624
                                                                      ========       =======       ========    ======== 
</TABLE>


<TABLE>
<CAPTION>

                                                                                   Accumulated
                                                                                      Other                     Other
                                                                                  Comprehensive    Retained     Capital
                                                                        Total        Income        Earnings    Accounts
                                                                      --------    -------------    --------    --------
<S>                                                                   <C>         <C>              <C>         <C> 
Balance at December 31, 1996                                          $244,565       $ 8,157       $103,027    $133,381
Comprehensive income
    Net income                                                          27,088                       27,088
    Other comprehensive income, net of tax
       Unrealized gains on securities, net of
       reclassification adjustment of $904                               4,528         4,528
                                                                      --------
    Comprehensive income                                                31,616
Net purchase of treasury stock                                          (1,623)                                  (1,623)
Common stock issued for compensation                                        26                                       26
                                                                      --------       -------       --------    --------
Balance at September 30, 1997                                         $274,584       $12,685       $130,115    $131,784
                                                                      ========       =======       ========    ========  
</TABLE>

See accompanying notes.


                                       4
<PAGE>   5

                   Medical Assurance, Inc. and Subsidiaries

            Condensed Consolidated Statements of Income (Unaudited)
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                             Three Months Ended                  Nine Months Ended
                                                September 30                       September 30
                                          -------------------------         ---------------------------   
                                             1998             1997             1998              1997
                                          --------         --------         ---------         ---------

<S>                                       <C>              <C>              <C>               <C>   
Revenues:
    Direct and assumed
       premiums written                   $ 43,319         $ 43,266         $ 148,044         $ 134,802
                                          ========         ========         =========         =========

    Premiums earned                       $ 49,510         $ 41,382         $ 144,480         $ 116,287
    Premiums ceded                         (11,834)         (10,608)          (40,461)          (27,973)
                                          --------         --------         ---------         ---------
    Net premiums earned                     37,676           30,774           104,019            88,314
    Net investment income                   10,157            9,523            29,577            28,407
    Other income                             4,899            1,283             7,686             2,023
                                          --------         --------         ---------         ---------
Total revenues                              52,732           41,580           141,282           118,744

Expenses:
    Losses and loss
       adjustment expenses                  37,850           32,634           107,901            91,503
    Reinsurance recoveries                 (11,984)         (11,328)          (37,759)          (30,753)
                                          --------         --------         ---------         ---------
    Net losses and loss
       adjustment expenses                  25,866           21,306            70,142            60,750
    Underwriting, acquisition
       and insurance expenses                8,387            7,656            24,833            22,850
                                          --------         --------         ---------         ---------
Total expenses                              34,253           28,962            94,975            83,600
                                          --------         --------         ---------         ---------

Income before income taxes                  18,479           12,618            46,307            35,144

Provision for income taxes:
    Current expense                          2,839            3,346             6,836            10,075
    Deferred expense (benefit)               2,135             (622)            4,984            (2,019)
                                          --------         --------         ---------         ---------
                                             4,974            2,724            11,820             8,056
                                          --------         --------         ---------         ---------

Net income                                $ 13,505         $  9,894         $  34,487         $  27,088
                                          ========         ========         =========         =========

Earnings per share:
    Net Income - basic and diluted        $   0.63         $   0.46         $    1.61         $    1.26
                                          ========         ========         =========         =========

Weighted average number of
    common shares outstanding               21,468           21,487            21,487            21,517
                                          ========         ========         =========         =========
</TABLE>



See accompanying notes.


                                       5
<PAGE>   6

                    Medical Assurance, Inc. and Subsidiaries

          Condensed Consolidated Statements of Cash Flows (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                              September 30
                                                                    -----------------------------
                                                                       1998                1997
                                                                    ---------           ---------

<S>                                                                 <C>                 <C>   
OPERATING ACTIVITIES
Net Income                                                          $  34,487           $  27,088
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation                                                      (514)              1,042
       Amortization                                                    15,798              13,377
       Policy acquisition costs, deferred                             (18,732)            (14,813)
       Net realized gain on sale of investments                        (6,260)               (904)
       Deferred income taxes (benefit)                                  4,984              (2,019)
       Other                                                           (5,095)                 26
       Changes in assets and liabilities:
         Premiums receivable                                           27,944             (34,724)
         Income taxes receivable/payable                                3,680                (827)
         Receivable from reinsurers                                   (25,617)            (33,098)
         Prepaid reinsurance premiums                                  (1,871)              1,231
         Other assets                                                  (4,227)             (4,057)
         Reserve for losses and loss adjustment expenses               50,382              54,403
         Unearned premiums                                              3,417              13,160
         Reinsurance premiums payable                                  (1,094)             13,869
         Other liabilities                                             (4,869)                576
                                                                    ---------           ---------
Net cash provided by operating activities                              72,413              34,330

INVESTING ACTIVITIES
Purchases of fixed maturities available for sale                     (248,029)           (147,253)
Purchases of equity securities available for sale                     (10,861)            (10,900)
Proceeds from sale or maturities of fixed
    maturities available for sale                                     225,568             107,396
Proceeds from sale of equity securities available for sale              9,746               5,077
Net (increase) decrease in short-term investments                     (13,030)             15,607
Other                                                                     959                (728)
                                                                    ---------           ---------
Net cash used in investing activities                                 (35,647)            (30,801)

FINANCING ACTIVITIES
Purchase of treasury stock                                             (2,672)             (1,623)
                                                                    ---------           ---------
Net cash used by financing activities                                  (2,672)             (1,623)
                                                                    ---------           ---------
Increase in cash and cash equivalents                                  34,094               1,906

Cash and cash equivalents at beginning of period                       12,248              14,033
                                                                    ---------           ---------
Cash and cash equivalents at end of period                          $  46,342           $  15,939
                                                                    =========           =========
</TABLE>


See accompanying notes.


                                       6
<PAGE>   7

                    Medical Assurance, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)



1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include
the accounts of Medical Assurance, Inc. and its subsidiaries, together referred
to as the Company. The financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments, consisting of normal recurring
accruals, considered necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 1998 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998. For further information, refer to the December 31, 1997
audited consolidated financial statements and accompanying notes.

Medical Assurance, Inc. has 100 million shares of authorized common stock and
50 million shares of authorized preferred stock. The Board of Directors has the
authorization to determine the provisions for the issuance of shares of the
preferred stock, including the number of shares to be issued and the
designations, powers, preferences and rights, and the qualifications,
limitations or restrictions of such shares. At September 30, 1998, the Board of
Directors had not authorized the issuance of any preferred stock nor determined
any provisions for the preferred stock.

2. NEW ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
130, "Reporting Comprehensive Income," which establishes standards for the
reporting and display of comprehensive income and its components in a full set
of general purpose financial statements. The new rules require that enterprises
classify items of other comprehensive income separately from retained earnings
and additional paid-in capital in the equity section of the balance sheet.
Items of other comprehensive income are displayed in a separate condensed
consolidated statement of changes in capital, and amounts for 1997 are provided
for comparative purposes.

FASB Statement 131, "Disclosures About Segments of an Enterprise and Related
Information" was issued in June 1997 and is effective for years beginning after
December 15, 1997. This Statement changes the way public companies report
segment information in annual financial statements and requires public
companies to report selected segment information in interim financial reports
to shareholders. Under the Statement's "management approach," public companies
are to report financial and descriptive information about their operating
segments. Operating segments are revenue-producing components of an enterprise
for which separate financial information is produced internally and are subject
to evaluation by the chief operating decision maker in deciding how to allocate
resources to segments. Since the statement is not required to be applied to
interim financial statements in the initial year of application, the Company
will evaluate and implement this statement by year end.


                                       7
<PAGE>   8

                    Medical Assurance, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)



3. INVESTMENTS

Proceeds from sales of investments in fixed maturities and equities available
for sale were $209.3 million and $73.0 million for the nine months ended
September 30, 1998 and 1997, respectively. Gross realized gains on such sales
were $6.6 million and $1.2 million at September 30, 1998 and 1997 respectively;
gross realized losses on such sales were $333,000 and $265,000 at September 30,
1998 and 1997, respectively. Realized gains and losses are included as a
component of other income. The amortized cost of fixed maturities and equity
securities available for sale was $669.1 million and $640.1 million at
September 30, 1998 and December 31, 1997, respectively.

4. RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES

The reserves for losses and loss adjustment expenses represent management's
best estimate of the ultimate cost of all losses incurred but unpaid. Incurred
losses and loss adjustment expenses for the nine months ended September 30,
1998 and 1997 were principally based on the application of an expected loss
ratio to premiums earned. These loss ratios take into consideration prior loss
experience, loss trends, the Company's loss retention levels, changes in
frequency and severity of claims and rates charged.

The reserves are evaluated at least annually by independent consulting
actuaries. Actual incurred losses may vary from estimated amounts due to the
inherent difficulty in estimating development of long-tailed lines of business.
The estimated liability is continually reviewed and any adjustments which
become necessary are included in current operations. The Company's management
believes that its actual incurred losses and loss adjustment expenses will not
significantly exceed its reported estimated amounts.


5. POLICY ACQUISITION COSTS

Costs that vary with and are directly related to the production of new and
renewal premiums are deferred to the extent they are recoverable against
unearned premiums and are amortized as the related premiums are earned. These
costs include premium taxes, ceding commissions, brokerage fees and agents'
commissions, and salaries, benefits and other expenses associated with
underwriting.

As is common practice within the industry, reinsurance ceding commissions are
deducted from acquisition costs and amounted to $7.4 million and $3.6 million
for the nine months ended September 30, 1998 and 1997, respectively, and $3.8
million and $1.9 million for the three months ended September 30, 1998 and
1997, respectively. Amortization of deferred acquisition costs, net of ceding
commissions, amounted to approximately $11.0 million and $9.8 million for the
nine months ended September 30, 1998 and 1997, respectively, and approximately
$4.0 million and $3.2 million for the three months ended September 30, 1998 and
1997, respectively. Underwriting and insurance costs that are not directly
related to the production of new and renewal premiums are charged to expense as
incurred. These costs were $13.8 million and $13.1 million for the nine months
ended September 30, 1998 and 1997, respectively, and $3.9 million and $3.2
million for the three months ended September 30, 1998 and 1997 respectively.


                                       8
<PAGE>   9

                    Medical Assurance, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)
6. INCOME TAXES

Income tax expense differs from the normal relationship to financial statement
income principally because of tax-exempt interest income.



7. EARNINGS PER SHARE

On December 3, 1997 the Board of Directors declared a 5% stock dividend. Cash
was paid to shareholders for fractional shares. Earnings per share data for
1997 has been restated as if the above dividend had been declared on January 1,
1997.

On August 20, 1997, the Board of Directors declared a two-for-one stock split,
which was effected by transferring the par value of the split shares in the
amount of $10.3 million from additional paid-in capital to common stock.
Earnings per share data for 1997 has been restated as if the stock split had
been declared on January 1, 1997.


8. COMMITMENTS AND CONTINGENCIES

The Company is involved in various legal actions arising primarily from claims
made under insurance policies; these legal actions have been considered by the
Company in establishing its reserves. While the outcome of all legal actions is
not presently determinable, the Company's management and its legal counsel are
of the opinion that the settlement of these actions will not have a material
adverse effect on the Company's financial position or results of operations.


                                       9
<PAGE>   10

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

For purposes of this management discussion and analysis, the term "Company"
refers to Medical Assurance, Inc. and its subsidiaries. The consolidated
subsidiaries consist principally of operating insurance companies.

LIQUIDITY AND CAPITAL RESOURCES

The payment of losses, loss adjustment expenses, and operating expenses in the
ordinary course of business is currently the Company's principal need for
liquid funds. Cash used to pay these items has been provided by operating
activities. Cash provided from these activities was sufficient during the first
nine months of 1998 to meet the Company's operating needs, and the Company
believes those sources will be sufficient to meet its cash needs for operating
purposes for at least the next twelve months. Prolonged and increasing levels
of inflation could cause increases in the dollar amount of losses and loss
adjustment expenses and may therefore adversely affect future reserve
development. To minimize such risk, the Company (i) maintains what its
management considers to be strong and adequate reinsurance, (ii) conducts
regular actuarial reviews to ensure, among other things, that reserves do not
become deficient, and (iii) maintains adequate asset liquidity.

The Company did not borrow any funds during the nine months ended September 30,
1998 and 1997, and currently has no requirements indicating a need to borrow
significant funds in the next twelve months. However, the need for additional
capital may arise in order to achieve the Company's ultimate goal of expansion,
as discussed in subsequent paragraphs. The Company continues to have available
through a lending institution a line of credit in the amount of $40 million
that could be used for these additional capital requirements. The Company is
not charged a fee nor is it required to maintain compensating balances in
connection with this line of credit. Additionally, in an effort to protect the
Company's portfolio against the possibility of higher interest rates in the 
future, the Company began reducing the average maturity of a portion of that 
portfolio during the third quarter. This was the principal reason for the 
higher gross realized gains discussed in Note 3 of the accompanying Notes to 
Condensed Consolidated Financial Statements.

The Company's Board of Directors has authorized the purchase of up to $25
million of its common stock in the open market. At September 30, 1998,
approximately $9.8 million remains available for purposes of purchasing its own
common stock in the open market.

In September 1998 the Company reached an agreement in principle with Medical
Defense Holding Company (MDHC) of Springfield, Missouri to purchase the ongoing
book of medical professional liability insurance business of MDHC's
subsidiaries, Medical Defense Associates (MDA) and Medical Defense Insurance
Company (MDIC). The proposed transaction, which has been approved by both
Boards, will be effective January 1, 1999. The Company will assume day-to-day
management of existing policies and prior liabilities of MDA and MDIC and
provide aggregate excess of loss reinsurance to protect MDA and MDIC from
adverse loss development in excess of an agreed threshold. The ultimate
purchase price is not expected to exceed 10% of the Company's consolidated
assets prior to the transaction.


                                      10
<PAGE>   11

BUSINESS EXPANSION

The Company, through Mutual Assurance, Inc. (Mutual Assurance), has been
developing a marketing strategy to address the insurance needs of hospitals and
vertically integrated health care providers. The Company expects organizations
such as these to represent increasing market opportunities for professional
liability and related insurance products because of the trend toward the
consolidation of health care providers. In certain instances, Mutual
Assurance's surplus is a competitive factor in the "large account" market
because its principal competitors are larger than those with whom Mutual
Assurance has historically had to compete.

To further its expansion, the Company is offering certain insurance and
reinsurance products including, without limitation, medical malpractice
reinsurance, excess medical malpractice insurance, managed care liability
insurance, provider stop loss insurance, accident and health insurance, and
workers' compensation insurance. The Company also intends to expand through the
acquisition of, or combination with, medical professional liability insurers
that have a significant presence in states other than Alabama.


IMPACT OF YEAR 2000

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

New software systems that the Company has acquired and is in the process of
implementing for ongoing operational purposes function properly with respect to
dates in the year 2000 and thereafter. The Company's timetable for completing
its conversion to the new software is such that the Company does not believe
the Year 2000 Issue poses a significant operational problem. Becoming Year 2000
compliant is incidental to implementing the new software systems; therefore,
costs specifically related to Year 2000 compliance are minimal.

The Company has undertaken to identify third parties with which it does a
significant amount of business and to contact these parties regarding their
Year 2000 compliance efforts. While this process is not complete, the Company
is not currently aware of any problems that will have a material impact on its
operations.


                                      11
<PAGE>   12

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE 
MONTHS ENDED SEPTEMBER 30, 1997

Premiums

The following table presents information related to consolidated written and
earned premiums and reinsurance expense (in thousands):
<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                                  September 30    
                                                             -----------------------      Increase
                                                                1998          1997       (Decrease)
                                                                ----          ----       ---------

                 <S>                                         <C>           <C>           <C>  
                 Direct and assumed premiums written         $ 148,044     $ 134,802     $  13,242  
                                                             =========     =========     =========


                 Premiums earned                             $ 144,480     $ 116,287     $  28,193
                 Premiums ceded                                (40,461)      (27,973)    $ (12,488)
                                                             ---------     ---------     ---------
                 Net premiums earned                         $ 104,019     $  88,314     $  15,705
                                                             =========     =========     =========
</TABLE>


The increase in premiums written for the nine months ended September 30, 1998
as compared to the nine months ended September 30, 1997 is due primarily to
increases of $ 6.2 million in accident and health premiums and $ 7.8 million in
medical malpractice premiums.

The Company cedes reinsurance to provide for greater diversification of
business, allow management to control exposure to potential losses arising from
large risks, and provide capacity for additional growth. Premiums ceded are
estimated based on the terms of the respective reinsurance agreements. The
estimated expense is continually reviewed and any adjustments which become
necessary are included in current operations. Amounts recoverable from
reinsurers are estimated in a manner consistent with the loss liability
associated with the reinsured policies. The $12.5 million increase in premiums
ceded for the nine months ended September 30, 1998 as compared to the nine
months ended September 30, 1997 is principally due to additional written and
assumed premiums, and as respects this new business, increased cessions of
risks to reinsurers offset in part by reduced cessions to reinsurers within
certain markets. The Company continually reviews the levels of coverages ceded
and the related costs.

Investment Income

The Company had consolidated net investment income of $29.6 million for the
nine months ended September 30, 1998, as compared to $28.4 million for the nine
months ended September 30, 1997, reflecting an increase of $1.2 million. The
increased investment income is principally a result of an increase in the
amount of interest-bearing investments held by the Company. Offsetting this
increase was a decrease in the average rates of return; the rate of return for
the first nine months of 1998 was 5.7% compared to 5.9% for the comparable
period in 1997.


                                      12
<PAGE>   13

Losses

Consolidated losses and loss adjustment expenses (losses) and the related loss
ratios are summarized in the following table (dollars in thousands). The ratio
for losses below is based on premiums earned; the ratio for net losses is based
on net premiums earned.

<TABLE>
<CAPTION>
                                                                       Nine months Ended
                                                            September 30, 1998      September 30,1997
                                                            ------------------      -----------------   
                                                                          Loss                   Loss
                                                             Losses      Ratio       Losses     Ratio
                                                             ------      -----       ------     -----

                 <S>                                        <C>          <C>       <C>          <C>   
                 Losses                                     $107,901      75%      $ 91,503      79%
                                                                          ==                     ==
                 Reinsurance recoveries                      (37,759)               (30,753)
                                                            --------               --------
                 Net losses                                 $ 70,142      67%      $ 60,750      69%
                                                            ========      ==       ========      ==
</TABLE>


The Company's losses in the nine months ended September 30, 1998 reflect a loss
ratio of 75% as compared to a loss ratio of 79% for the nine months ended
September 30,1997. Losses for both periods are principally based on the
application of expected loss ratios to premiums earned. These loss ratios take
into consideration prior loss experience, loss trends, the Company's loss
retention levels, changes in frequency and severity of claims, and rates
charged.

The above loss ratios reflect improvement of loss development in prior years
coverage of $31.0 million in 1998 and $25.8 million in 1997. However, as the
Company continues its expansion efforts, the improvement of loss development
for prior years could have a smaller or less favorable impact on the loss
ratios of future years.

Other Income

Other income increased by $5.7 million for the nine months ended September 30,
1998 as compared to the nine months ended September 30,1997. The increase is
principally attributable to increased capital gains realized upon the sale or
other disposition of securities during the first nine months of 1998 compared
to the first nine months of 1997.

Underwriting, Acquisition, and Insurance Expenses

Underwriting, acquisition and insurance expenses are summarized in the
following table (in thousands):

<TABLE>
<CAPTION>                                                       Nine Months Ended
                                                                   September 30
                                                              ----------------------          Increase
                                                              1998              1997         (Decrease)
                                                              ----              ----         ----------

<S>                                                        <C>               <C>             <C>   
Underwriting, acquisition and insurance expenses,
   before reduction by ceding commissions earned           $ 32,228          $ 26,465          $ 5,763
Ceding commissions earned                                    (7,395)           (3,615)           3,780
                                                           --------          --------          -------
                                                           $ 24,833          $ 22,850          $ 1,983
                                                           ========          ========          =======
</TABLE>


Expenses increased by $2.0 million (which are net of ceding commissions earned,
see Note 5 of the accompanying Notes to Condensed Consolidated Financial
Statements for more information) for the nine months ended September 30, 1998
compared to the nine months ended September 30,1997. The increase was due to an
increase in acquisition costs of $1.2 million and an increase in other
operating expenses of $0.8 million primarily from salary and benefit increases
and other miscellaneous expenses relating to the daily operation of the
Company.


                                      13
<PAGE>   14

Income Taxes

The Company's effective tax rates of 26% and 23% for the nine months ended
September 30, 1998 and 1997, respectively, are lower than the statutory rate of
35% principally due to the effect of tax-exempt investment income.


                                      14
<PAGE>   15

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE 
MONTHS ENDED SEPTEMBER 30, 1997

Premiums

The following table presents information related to consolidated written and
earned premiums and reinsurance expense (in thousands):

<TABLE>
<CAPTION>
                                                 Three Months ended
                                                    September 30 
                                             --------------------------            Increase
                                                1998               1997           (Decrease)
                                                ----               ----           ----------

<S>                                          <C>                <C>               <C>  
Direct and assumed premiums written          $ 43,319           $ 43,266           $    53
                                             ========           ========           =======


Premiums earned                              $ 49,510           $ 41,382           $ 8,128
Premiums ceded                                (11,834)           (10,608)           (1,226)
                                             --------           --------           -------
Net premiums earned                          $ 37,676           $ 30,774           $ 6,902
                                             ========           ========           =======
</TABLE>


The increase in premiums written for the three months ended September 30, 1998
as compared to the three months ended September 30, 1997 is due primarily to
increases in reinsurance assumed of $4.7 million offset by decreases in
premiums written.

The Company cedes reinsurance to provide for greater diversification of
business, allow management to control exposure to potential losses arising from
large risks, and provide capacity for additional growth. Premiums ceded are
estimated based on the terms of the respective reinsurance agreements. The
estimated expense is continually reviewed and any adjustments which become
necessary are included in current operations. Amounts recoverable from
reinsurers are estimated in a manner consistent with the loss liability
associated with the reinsured policies. The $1.2 million increase in premiums
ceded for the three months ended September 30, 1998 as compared to the three
months ended September 30, 1997 is principally due to additional written
premium and assumed premiums, and as respects this new business, increased
cessions of risks to reinsurers offset in part by reduced cessions to
reinsurers within certain markets. The Company continually reviews the levels
of coverages ceded and the related costs.

Investment Income

The Company had consolidated net investment income of $10.2 million for the
three months ended September 30, 1998, as compared to $9.5 million for the
three months ended September 30, 1997, reflecting an increase of $634,000. The
increased investment income is principally a result of an increase in the
amount of investments held by the Company. Offsetting this increase was a
decrease in the average rates of return; the rate of return for the three
months ended September 30, 1998 was 5.6% compared to 5.8% for the comparable
period in 1997.


                                      15
<PAGE>   16

Losses

Consolidated losses and loss adjustment expenses (losses) and the related loss
ratios are summarized in the following table (dollars in thousands). The ratio
for losses below is based on premiums earned; the ratio for net losses is based
on net premiums earned.

<TABLE>
<CAPTION>
                                                                      Three months ended
                                                      September 30, 1998            September 30, 1997
                                                    ---------------------          --------------------
                                                                     Loss                          Loss
                                                     Losses         Ratio          Losses         Ratio
                                                     ------         -----          ------         -----

                 <S>                                <C>             <C>            <C>            <C>  
                 Losses                             $ 37,850          77%          $32,634          79%
                                                                      ==                            ==
                 Reinsurance recoveries              (11,984)                      (11,328)
                                                    --------                       -------
                 Net losses                         $ 25,866          69%          $21,306          69%
                                                    ========          ==           =======          ==
</TABLE>


The Company's losses in the three months ended September 30, 1998 reflect a
loss ratio of 77% as compared to a loss ratio of 79% for the three months ended
September 30, 1997. Losses for both periods are principally based on the
application of expected loss ratios to premiums earned. These loss ratios take
into consideration prior loss experience, loss trends, the Company's loss
retention levels, changes in frequency and severity of claims, and rates
charged.

The above loss ratios reflect improvement of loss development in prior years
coverage of $13.0 million in 1998 and $9.1 million in 1997. However, as the
Company continues its expansion efforts, the improvement of loss development
for prior years could have a smaller or less favorable impact on the loss
ratios of future years.

Other Income

Other income increased by $3.6 million for the quarter ended September 30, 1998
as compared to the quarter ended September 30,1997. The increase is principally
attributable to increased capital gains realized upon the sale or other
disposition of securities during the third quarter of 1998 compared to the
third quarter of 1997.

Underwriting, Acquisition, and Insurance Expenses

Underwriting, acquisition and insurance expenses are summarized in the
following table (in thousands):

<TABLE>
<CAPTION>
                                                                     Three Months ended
                                                                         September 30 
                                                                    ----------------------       Increase
                                                                      1998           1997       (Decrease)
                                                                      ----           ----       ----------

<S>                                                                 <C>            <C>          <C>    
Underwriting, acquisition and insurance expenses                    $12,216        $ 9,555        $2,661
before reduction by ceding commissions earned,
Ceding commissions earned                                            (3,829)        (1,899)        1,930
                                                                    -------        -------        ------
                                                                    $ 8,387        $ 7,656        $  731
                                                                    =======        =======        ======
</TABLE>

As compared to the quarter ended September 30, 1997, underwriting, acquisition
and insurance expenses (which are net of ceding commissions earned, see Note 5
of the accompanying Notes to Condensed Consolidated Financial Statements for
more information) increased by $2.6 million. The increase is due to a $3.0
million increase in the amortization of policy acquisition costs offset by
increased ceding commissions earned of $1.9 million, both of which are
primarily attributable to an increase in premiums earned for the quarter.


                                      16
<PAGE>   17

Income Taxes

The Company's effective tax rates of 27% for the three months ended September
30, 1998 and 26% for the comparable period in 1997 are lower than the statutory
rate of 35% principally due to the effect of tax-exempt investment income.


                                      17
<PAGE>   18

PART II - OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K

  (a)     Exhibits.

          Exhibit (27) required of Item 601 of Regulation SK-Financial Data
          Schedule (for SEC use only).

  (b)     Reports on 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 had duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.


                                                  Medical Assurance, Inc.




  November 15, 1998                               By: /s/ James J. Morello      
                                                     ---------------------------
                                                  James J. Morello, Treasurer
                                                  (duly authorized officer and
                                                  principal financial officer)


                                      18


<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MEDICAL ASSURANCE, INC. FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<EXCHANGE-RATE>                                      1
<DEBT-HELD-FOR-SALE>                           648,820
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                      43,169
<MORTGAGE>                                           0
<REAL-ESTATE>                                   11,488
<TOTAL-INVEST>                                 761,982
<CASH>                                          46,342
<RECOVER-REINSURE>                             176,215
<DEFERRED-ACQUISITION>                               0
<TOTAL-ASSETS>                               1,142,984
<POLICY-LOSSES>                                665,111
<UNEARNED-PREMIUMS>                             83,117
<POLICY-OTHER>                                  52,658
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                      0
                                0
                                          0
<COMMON>                                        21,722     
<OTHER-SE>                                     293,761
<TOTAL-LIABILITY-AND-EQUITY>                 1,142,984
                                     104,019
<INVESTMENT-INCOME>                             29,577
<INVESTMENT-GAINS>                               6,260
<OTHER-INCOME>                                   1,426
<BENEFITS>                                      70,142
<UNDERWRITING-AMORTIZATION>                     11,823
<UNDERWRITING-OTHER>                            13,010
<INCOME-PRETAX>                                 46,307
<INCOME-TAX>                                    11,820
<INCOME-CONTINUING>                             34,487
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    34,487
<EPS-PRIMARY>                                     1.61
<EPS-DILUTED>                                     1.61
<RESERVE-OPEN>                                 464,131
<PROVISION-CURRENT>                            101,142
<PROVISION-PRIOR>                              (31,000)
<PAYMENTS-CURRENT>                              (4,132)
<PAYMENTS-PRIOR>                               (41,168)
<RESERVE-CLOSE>                                488,973
<CUMULATIVE-DEFICIENCY>                        (31,000)
        

</TABLE>


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