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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 March 31, 1998.
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ___________________ to _____________________
Commission file number: 0-26456
RISK CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1424716
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
20 Horseneck Lane
Greenwich, Connecticut 06830
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (203) 862-4300
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock.
Class Outstanding at March 31, 1998
----- -----------------------------
Common Stock, $.01 par value 17,062,515
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<PAGE>
RISK CAPITAL HOLDINGS, INC.
INDEX
Page No.
----------
PART I. Financial Information
Item 1 - Consolidated Financial Statements
Review Report of Independent Accountants 1
Consolidated Statement of Income and Comprehensive Income 2
For the three month periods ended March 31, 1998 and 1997
Consolidated Balance Sheet 3
March 31, 1998 and December 31, 1997
Consolidated Statement of Changes in Stockholders' Equity 4
For the three month periods ended March 31, 1998 and 1997
Consolidated Statement of Cash Flows 5
For the three month periods ended March 31, 1998 and 1997
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II. Other Information
Item 6 - Exhibits and Reports on Form 8-K 20
Signatures 21
<PAGE>
Review Report of Independent Accountants
To the Board of Directors and Stockholders of
Risk Capital Holdings, Inc.
We have reviewed the accompanying interim consolidated balance sheet of Risk
Capital Holdings, Inc. and its subsidiary as of March 31, 1998, and the related
consolidated statements of income and comprehensive income, of changes in
stockholders' equity and of cash flows for the period from January 1, 1998 to
March 31, 1998. This financial information is the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial information for it to be in
conformity with generally accepted accounting principles.
We previously audited, in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1997, and the related
consolidated statements of income, of retained earnings, and of cash flows for
the year then ended (not presented herein), and in our report dated January 30,
1998 we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1997, is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.
Price Waterhouse LLP
New York, New York
April 27, 1998
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
(in thousands, except share data)
(Unaudited)
Three Months Ended
March 31,
1998 1997
------------ ------------
Premiums and Other Revenues
Net premiums written 44,408 33,866
Increase in unearned premiums (2,906) (12,794)
------------ ------------
Net premiums earned 41,502 21,072
Net investment income 3,604 3,451
Net investment gains/(losses) 477 (25)
------------ ------------
Total revenues 45,583 24,498
Expenses
Claims and claims expenses 30,253 14,540
Commissions and brokerage 9,931 6,111
Other operating expenses 4,589 3,745
------------ ------------
Total expenses 44,773 24,396
Income Before Income Taxes and Equity
in Net Income (Loss) of Investees 810 102
Federal income taxes:
Current 1,563 288
Deferred (1,566) (474)
------------ ------------
Income tax benefit (3) (186)
------------ ------------
Income Before Equity in Net Income
(Loss) of Investees 813 288
Equity in net income (loss) of
investees 756 (90)
------------ ------------
Net Income 1,569 198
------------ ------------
Other Comprehensive Income, Net of Tax
Change in net unrealized
appreciation of
investments, net of tax 15,199 4,561
------------ ------------
Comprehensive Income $ 16,768 $ 4,759
============ ============
Average shares outstanding
Basic 17,058,444 17,025,058
Diluted 17,683,439 17,025,058
Per Share Data
Net Income - Basic $ 0.09 $ 0.01
- Diluted $ 0.09 $ 0.01
Comprehensive Income - Basic $ 0.98 $ 0.28
- Diluted $ 0.95 $ 0.28
See Notes to Consolidated Financial Statements
2
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(in thousands, except per share data)
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
1998 1997
--------- ---------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities $ 170,001 $ 132,159
(amortized cost: 1998, $168,230; 1997, $129,887)
Publicly traded equity securities 196,190 180,052
(cost: 1998, $112,071; 1997, $116,258)
Privately held securities 104,718 95,336
(cost: 1998, $83,372; 1997, $77,550)
Short-term investments 67,424 89,167
--------- ---------
Total investments 538,333 496,714
--------- ---------
Cash 3,991 9,014
Accrued investment income 3,381 2,781
Premiums receivable 53,976 47,507
Reinsurance recoverable 4,650
Deferred policy acquisition costs 17,730 17,292
Other assets 16,633 7,939
--------- ---------
Total Assets $ 638,694 $ 581,247
========= =========
LIABILITIES
Claims and claims expenses $ 100,150 $ 70,768
Unearned premiums 77,140 74,234
Contingent commissions payable 2,058 682
Investment accounts payable 3,703 1,996
Deferred income tax liability 32,116 25,090
Other liabilities 5,436 7,446
--------- ---------
Total Liabilities 220,603 180,216
--------- ---------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value:
20,000,000 shares authorized (none issued)
Common stock, $.01 par value:
80,000,000 shares authorized
(1998, 17,074,565; 1997, 17,069,845 shares issued) 171 171
Additional paid-in capital 341,326 341,162
Deferred compensation under stock award plan (1,634) (1,778)
Retained earnings 8,739 7,170
Less treasury stock, at cost (1998, 12,050; 1997, 11,383 shares) (214) (198)
Accumulated other comprehensive income consisting of
unrealized appreciation of investments, net of income tax 69,703 54,504
--------- ---------
Total Stockholders' Equity 418,091 401,031
--------- ---------
Total Liabilities & Stockholders' Equity $ 638,694 $ 581,247
========= =========
See Notes to Consolidated Financial Statements
3
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)
(Unaudited)
Three Months Ended
March 31,
1998 1997
--------- ---------
Common Stock
Balance at beginning of year $ 171 $ 170
Issuance of common stock
--------- ---------
Balance at end of period 171 170
--------- ---------
Additional Paid-in Capital
Balance at beginning of year 341,162 340,435
Issuance of common stock 164
--------- ---------
Balance at end of period 341,326 340,435
--------- ---------
Deferred Compensation Under Stock Award Plan
Balance at beginning of year (1,778) (2,959)
Restricted common stock issued (133)
Compensation expense recognized 277 702
--------- ---------
Balance at end of period (1,634) (2,257)
--------- ---------
Retained Earnings
Balance at beginning of year 7,170 5,131
Net income 1,569 198
--------- ---------
Balance at end of period 8,739 5,329
--------- ---------
Treasury Stock, At Cost
Balance at beginning of year (198)
Purchase of treasury shares (16) (152)
--------- ---------
Balance at end of period (214) (152)
--------- ---------
Accumulated Other Comprehensive Income Consisting of
Unrealized Appreciation of Investments,
Net of Income Tax
Balance at beginning of year 54,504 9,436
Change in unrealized appreciation 15,199 4,561
--------- ---------
Balance at end of period 69,703 13,997
--------- ---------
Total Stockholders' Equity
Balance at beginning of year 401,031 352,213
Issuance of common stock 164
Change in deferred compensation 144 702
Net income 1,569 198
Purchase of treasury stock (16) (152)
Change in unrealized appreciation of investments,
net of income tax 15,199 4,561
--------- ---------
Balance at end of period $ 418,091 $ 357,522
========= =========
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Ended
March 31,
1998 1997
-------- --------
OPERATING ACTIVITIES
Net income $ 1,569 $ 198
Adjustments to reconcile net income
to net cash provided by operating activities:
Liability for claims and claims expenses,
net 29,382 11,035
Unearned premiums 2,906 13,067
Premiums receivable (6,469) (11,732)
Accrued investment income (600) 626
Contingent commissions payable 1,376 811
Reinsurance balances, net (4,900) (602)
Deferred policy acquisition costs (438) (3,281)
Net investment (gains) / losses (477) 25
Deferred income tax asset (1,159) (522)
Other liabilities (2,010) (2,333)
Other items, net (6,615) (1,237)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 12,565 6,055
-------- --------
INVESTING ACTIVITIES
Purchases of fixed maturity investments (90,051) (49,591)
Sales of fixed maturity investments 52,295 78,953
Net (purchases)/sales of short-term investments 22,463 (15,502)
Purchases of equity securities (11,762) (12,361)
Sales of equity securities 9,574 1,763
Purchases of furniture and equipment (122) (65)
-------- --------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES (17,603) 3,197
-------- --------
FINANCING ACTIVITIES
Common stock issued 164
Purchase of treasury stock (16) (152)
Deferred compensation on restricted stock (133)
-------- --------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 15 (152)
-------- --------
Increase in cash (5,023) 9,100
Cash beginning of year 9,014 1,466
-------- --------
Cash end of period $ 3,991 $ 10,566
======== ========
See Notes to Consolidated Financial Statements
5
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Risk Capital Holdings, Inc. ("RCHI"), incorporated in March 1995 under the laws
of the State of Delaware, is a holding company whose wholly owned subsidiary,
Risk Capital Reinsurance Company ("Risk Capital Reinsurance"), a Nebraska
corporation, was formed to provide, on a global basis, property and casualty
reinsurance and other forms of capital, either on a stand-alone basis, or as
part of integrated capital solutions for insurance companies with capital needs
that cannot be met by reinsurance alone. (RCHI and Risk Capital Reinsurance are
collectively referred to herein as the "Company.") In September 1995, through
its initial public offering, related exercise of the underwriters'
over-allotment option and direct sales of an aggregate of 16,750,625 shares of
RCHI's common stock, par value $.01 per share (the "Common Stock"), at $20 per
share, and the issuance of warrants, RCHI was capitalized with net proceeds of
approximately $335.0 million, of which $328.0 million was contributed to the
statutory capital of Risk Capital Reinsurance.
Class A warrants to purchase an aggregate of 2,531,079 shares of Common Stock
and Class B warrants to purchase an aggregate of 1,920,601 shares of Common
Stock were issued in connection with the direct sales. Class A warrants are
immediately exercisable at $20 per share and expire September 19, 2002. Class B
warrants are exercisable at $20 per share during the seven year period
commencing September 19, 1998, provided that the Common Stock has traded at or
above $30 per share for 20 out of 30 consecutive trading days.
2. GENERAL
The accompanying interim consolidated financial statements have been prepared in
conformity with generally accepted accounting principles and in the opinion of
management, reflect all adjustments necessary (consisting of normal recurring
accruals) for a fair presentation of results for such periods. These
consolidated financial statements should be read in conjunction with the 1997
consolidated financial statements and related notes contained in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
3. COMPREHENSIVE INCOME
In presenting its financial statements, the Company has adopted the reporting of
comprehensive income in a one financial statement approach, consistent with
Statement of Financial Accounting Standards No. 130 of the Financial Accounting
Standards Board ("FASB"). Comprehensive income is comprised of net income and
other comprehensive income, which for the Company consists of the change in net
unrealized appreciation or depreciation of investments, net of tax. In addition,
prior periods have been reclassified to reflect the new accounting standard in
order to make prior results comparable to current reporting.
Comprehensive income for the Company consists of net income and the change in
unrealized appreciation or depreciation, net of income tax, as follows:
6
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. COMPREHENSIVE INCOME (Cont'd)
(In thousands)
Three Months Ended
March 31,
1998 1997
-------- --------
Net income $ 1,569 $ 198
Other comprehensive income, net of tax:
Unrealized appreciation (depreciation) of
investments:
Unrealized holdings gains arising during period 15,509 4,545
Less, reclassification adjustment for
net realized (gains) losses included in
net income (310) 16
-------- --------
Other comprehensive income 15,199 4,561
-------- --------
Comprehensive income $ 16,768 $ 4,759
======== ========
4. EARNINGS PER SHARE DATA
Earnings per share are computed in accordance with FASB Statement No. 128
"Earnings Per Share" which was retroactively adopted in the 1997 fourth quarter.
All earnings per share amounts for all periods have been presented and, where
appropriate, restated to conform to the new accounting requirements.
Basic earnings per share excludes dilution and is computed by dividing income
available to common stockholders by the weighted average number of shares of
Common Stock outstanding for the periods. Diluted earnings per share reflect the
potential dilution that could occur if Class A and B warrants and employee stock
options were exercised or converted into Common Stock.
The following table sets forth the computation of basic and diluted earnings per
share:
(In thousands, except share data)
Three Months Ended
March 31,
1998 1997
----------- -----------
Net Income
Basic Earnings Per Share:
Net income $ 1,569 $ 198
Divided by:
Weighted average shares outstanding for
the period 17,058,444 17,025,058
Basic earnings per share $ 0.09 $ 0.01
Diluted Earnings Per Share:
Net income $ 1,569 $ 198
Divided by:
Weighted average shares outstanding for
the period 17,058,444 17,025,058
Effect of dilutive securities:
Warrants 556,095 --
Employee stock options 68,900 --
----------- -----------
Total shares 17,683,439 17,025,058
=========== ===========
Diluted earnings per share $ 0.09 $ 0.01
7
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. EARNINGS PER SHARE DATA (Cont'd)
Comprehensive Income
Basic Earnings Per Share:
Comprehensive income $ 16,768 $ 4,759
Divided by:
Weighted average shares outstanding for
the period 17,058,444 17,025,058
Basic earnings per share $ 0.98 $ 0.28
Diluted Earnings Per Share:
Comprehensive income $ 16,768 $ 4,759
Divided by:
Weighted average shares outstanding for
the period 17,058,444 17,025,058
Effect of dilutive securities:
Warrants 556,095 --
Employee stock options 68,900 --
----------- -----------
Total shares 17,683,439 17,025,058
=========== ===========
Diluted earnings per share $ 0.95 $ 0.28
5. INVESTMENT INFORMATION
The Company classifies all of its publicly traded fixed maturity and equity
securities as "available for sale" and accordingly, they are carried at
estimated fair value. The fair value of publicly traded fixed maturity
securities and publicly traded equity securities is estimated using quoted
market prices or dealer quotes. Short-term investments, which have a maturity of
one year or less at the date of acquisition, are carried at cost, which
approximates fair value.
All of the Company's publicly traded equity securities and privately held
securities were issued by insurance and reinsurance companies or companies
providing services to the insurance industry. At March 31, 1998, the publicly
traded equity portfolio consisted of 12 investments, with estimated fair values
ranging individually from $2.3 million to $30.3 million.
Investments in privately held securities, issued by privately and publicly held
companies, may include both equity securities and securities convertible into,
or exercisable for, equity securities (some of which may have fixed maturities).
Privately held securities are subject to trading restrictions or are otherwise
illiquid and do not have readily ascertainable market values. The risk of
investing in such securities is generally greater than the risk of investing in
securities of widely held, publicly traded companies. Lack of a secondary market
and resale restrictions may result in the Company's inability to sell a security
at a price that would otherwise be obtainable if such restrictions did not exist
and may substantially delay the sale of a security which the Company seeks to
sell. Such investments are classified as "available for sale" and carried at
estimated fair value, except for investments in which the Company believes it
has the ability to exercise significant influence (generally defined as
investments in which the Company owns 20% or more of the outstanding voting
common stock of the issuer), which are carried under the equity method of
accounting. Under this method, the Company records its proportionate share of
income or loss for such investments in results of operations.
8
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. INVESTMENT INFORMATION (Cont'd)
The estimated fair value of investments in privately held securities, other than
those carried under the equity method, is initially equal to the cost of such
investments until the investments are revalued based principally on substantive
events or other factors which could indicate a diminution or appreciation in
value, such as an arm's-length third party transaction justifying an increased
valuation or adverse development of a significant nature requiring a write down.
The Company periodically reviews the valuation of investments in privately held
securities with Marsh & McLennan Risk Capital Corp., its equity investment
advisor.
Privately held securities consisted of the following:
(In thousands)
March 31, December 31,
1998 1997
--------- ------------
Carried under the equity method:
Arbor Acquisition Corp. (Montgomery &
Collins, Inc.) $ 2,847
The ARC Group, LLC 9,492 $ 10,341
Arx Holding Corp. 2,479 2,425
Capital Protection Insurance Services, LLC 1,243 182
First American Financial Corporation 6,600 6,572
Island Heritage Insurance Company, Ltd. 3,988 3,950
LARC Holdings, Ltd. 25,338 24,496
New Europe Insurance Ventures 505 730
Providers' Assurance Corporation 3,463 3,637
Sunshine State Holding Corporation 1,424 1,424
-------- --------
Sub-total 57,379 53,757
-------- --------
Carried at fair value:
Altus Holdings, Ltd. $ 6,667
GuideStar Health Systems, Inc. 1,000 1,000
Peregrine Russell Miller Insurance
Investment Fund of Asia Limited 4,399
Sovereign Risk Insurance Ltd. 246 246
Terra Nova (Bermuda) Holdings, Ltd. 26,810 23,250
TRG Associates, LLC 4,807 4,875
Venton Holdings, Ltd. 7,809 7,809
-------- --------
Sub-total 47,339 41,579
-------- --------
Total $104,718 $ 95,336
======== ========
During the 1998 first quarter, the Company received dividend distributions from
The ARC Group, LLC of $1.3 million and Terra Nova (Bermuda) Holdings, Ltd. of
$46,000.
At March 31, 1998, the Company had investment commitments relating to its
privately held securities totaling approximately $28.3 million, compared to
$22.6 million at December 31, 1997.
Set forth below is certain information relating to acquisitions or disposals of
privately held securities during 1998:
9
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. INVESTMENT INFORMATION (Cont'd)
Arbor Acquisition Corp. (Montgomery & Collins, Inc.)
In March 1998, the Company purchased for approximately $2.8 million a 36.7%
economic and voting interest in Arbor Acquisition Corp., the parent of
Montgomery & Collins, Inc., a Boston-based national surplus lines and wholesale
brokerage firm which operates in 11 cities, in addition to Boston. The
investment was made concurrently with investments by Marsh & McLennan Risk
Capital Holdings, Ltd. ("MMRCH") and Rufus Williams, a former partner and
director of Johnson & Higgins and former Chief Executive Officer of Henry Ward
Johnson & Company, Johnson & Higgins' excess and surplus brokerage operation.
Upon completion of the transaction, Rufus Williams became Chairman of Montgomery
& Collins' Board and Sandy Elsass continues as Montgomery & Collins' Chief
Executive Officer.
Altus Holdings, Ltd.
In March 1998, the Company purchased for $10 million an approximately 28.3%
economic interest (9.9% voting interest) in Altus Holdings, Ltd. ("Altus"), a
new Cayman Islands company formed to provide rent-a-captive and other
underwriting management services for risks of individual corporations and
insurance programs developed by insurance intermediaries. The Company's
investment was funded through two-thirds cash and one-third through a letter of
credit. The balance of the $35 million of initial capital invested in Altus was
contributed by The Trident Partnership, L.P. ("Trident"), EXEL Limited, MMRCH
and members of Altus' management. The Company may provide reinsurance capacity
for business developed by Altus.
The Company issued a letter of credit in the amount of $5.8 million for
Trident's unfunded investment commitment in Altus for an annual fee of $58,000,
or 100 basis points on the letter of credit amount.
Annuity and Life Re (Holdings), Ltd.
In April 1998, the Company acquired for approximately $20 million a minority
interest in Annuity and Life Re (Holdings), Ltd. ("Annuity and Life Re"), a new
Bermuda-based reinsurance company formed to provide annuity and life
reinsurance. The Company's investment was made concurrently with the
consummation of Annuity and Life Re's initial public offering. The Company
purchased approximately 1.4 million common shares of Annuity and Life Re and
warrants to purchase at an exercise price of $15.00 per share (the initial
public offering price) an additional 100,000 common shares. The aggregate
purchase price paid by the Company was based on a price of $14.10 for a unit
consisting of one common share and certain warrants. The Company owns
approximately 5.6% of the outstanding common shares of Annuity and Life Re
following the exercise of the underwriters' over-allotment option. Annuity and
Life Re's common shares are quoted on The Nasdaq Stock Market's National Market
under the symbol "ALREF." The Company is subject to a one-year lock-up period
and will therefore carry this investment at a discount to its current trading
value until such restriction expires.
6. RETROCESSION AGREEMENTS
The Company utilizes retrocession agreements for the purpose of limiting its
exposure with respect to multiple claims arising from a single occurrence or
event. The Company also participates in "common account" retrocessional
arrangements for certain treaties. Such arrangements reduce the effect of
individual or aggregate losses to all companies participating on such treaties
including the reinsurer, such as the Company, and the ceding company.
10
<PAGE>
RISK CAPITAL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. RETROCESSION AGREEMENTS (Cont'd)
Reinsurance recoverables are recorded as assets, predicated on the
retrocessionaires' ability to meet their obligations under the retrocessional
agreements. If the retrocessionaries are unable to satisfy their obligations
under the agreements, the Company would be liable for such defaulted amounts.
The effects of reinsurance on written and earned premiums and claims and claims
expenses are as follows:
(In thousands)
Three Months Ended
March 31,
1998 1997
-------- --------
Assumed premiums written $ 48,154 $ 34,577
Ceded premiums written 3,746 711
-------- --------
Net premiums written $ 44,408 $ 33,866
======== ========
Assumed premiums earned 45,248 21,510
Ceded premiums earned 3,746 438
-------- --------
Net premiums earned $ 41,502 $ 21,072
======== ========
Assumed claims and claims expenses incurred 34,903 14,869
Ceded claims and claims expenses incurred 4,650 329
-------- --------
Net claims and claims expenses incurred $ 30,253 $ 14,540
======== ========
At March 31, 1998, the Company's balance sheet reflects reinsurance recoverable
balances as follows:
(In thousands)
March 31, December 31,
1998 1997
--------- ------------
Reinsurance recoverable balances:
Unpaid claims and claim expenses $ 4,650
Ceded balances payable ($ 211)
-------- --------
Reinsurance balances, net $ 4,650 ($ 211)
======== ========
7. STATUTORY DATA
The statutory capital and surplus of Risk Capital Reinsurance at March 31, 1998
was $404.1 million, compared to $385.0 million at December 31, 1997. The
statutory net loss for the three month period ended March 31, 1998 was $5.8
million, compared to a net loss of $3.5 million in the prior year period.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
General
The Company
Risk Capital Holdings, Inc. ("RCHI") is the holding company for Risk Capital
Reinsurance Company ("Risk Capital Reinsurance"), RCHI's wholly owned subsidiary
which is domiciled in Nebraska. (RCHI and Risk Capital Reinsurance are
collectively referred to herein as the "Company".) RCHI was incorporated in
March 1995 and commenced operations during September 1995 upon completion of its
initial public offering and related exercise of the underwriters' over-allotment
option and direct sales of an aggregate of 16,750,625 shares of RCHI's common
stock, par value $.01 per share, at $20 per share, and the issuance of warrants
(collectively, the "Offerings"). RCHI received aggregate net proceeds from the
Offerings of approximately $335.0 million, of which $328.0 million was
contributed to the capital of Risk Capital Reinsurance. On November 6, 1995,
Risk Capital Reinsurance was licensed under the insurance laws of the State of
Nebraska.
Recent Industry Performance
Demand for reinsurance is influenced significantly by underwriting results of
primary property and casualty insurers and prevailing general economic and
market conditions, all of which affect liability retention decisions of primary
insurers and reinsurance premium rates. The supply of reinsurance is related
directly to prevailing prices and levels of surplus capacity, which, in turn,
may fluctuate in response to changes in rates of return on investments being
realized in the reinsurance industry. The industry's profitability can also be
affected significantly by volatile and unpredictable developments, including
changes in the propensity of courts to grant larger awards, natural disasters
(such as catastrophic hurricanes, windstorms, earthquakes, floods and fires),
fluctuations in interest rates and other changes in the investment environment
that affect market prices of investments and the income and returns on
investments, and inflationary pressures that may tend to affect the size of
losses experienced by ceding primary insurers.
Reinsurance treaties that are placed by intermediaries are typically for one
year terms with a substantial number that are written or renewed on January 1
each year. Other significant renewal dates include April 1, July 1 and October
1. The January 1 and April 1, 1998 renewal periods were marked by continuing
intensified competitive conditions in terms of premium rates and treaty terms
and conditions in both the property and casualty segments of the marketplace.
These conditions have been worsened due to large domestic primary companies
retaining more of their business and ceding less premiums to reinsurers. While
the Company is initially somewhat disadvantaged compared to many of its
competitors, which are larger, have greater resources and longer operating
histories than the Company, it believes it has been able to generate attractive
opportunities in the marketplace due to its substantial unencumbered capital
base, experienced management team, relationship with its equity investment
advisor and strategic focus on generating a small number of large reinsurance
treaty transactions that may also be integrated with an equity investment in
client companies as well as its expansion into the marine and aerospace lines of
business commencing late in 1997.
As of April 1, 1998, the Company had 242 in-force treaties, with approximately
$183 million of estimated annualized net in-force premiums. Such in-force
premiums represent estimated annualized premiums from treaties entered into
during 1997 and the 1998 renewal period that are expected to generate net
premiums written during calendar year 1998. All of the Company's in-force
treaties will be considered for renewal, although there can be no assurance that
such treaties will be renewed.
12
<PAGE>
Results of Operations
The Company had consolidated comprehensive income for the 1998 first quarter of
$16.8 million, which was comprised of net income of $1.6 million, and other
comprehensive income of $15.2 million, which consisted of the change in net
unrealized appreciation of investments, net of tax. The 1998 first quarter net
income included net realized investment gains, net of tax, of approximately
$310,000, and equity in net income of investees of approximately $756,000. These
amounts compare with comprehensive income for the 1997 first quarter of $4.8
million, which was comprised of net income of $198,000 and the change in net
unrealized appreciation of investments, net of tax, of $4.6 million. The 1997
first quarter net income included net realized investment losses, net of tax, of
$16,000, and equity in net loss of an investee of $90,000.
Following is a table of first quarter per share data:
Three Months Ended
March 31,
1998 1997
----- -----
Basic earnings per share:
Operating income (1) $0.03 $0.02
Net realized investment gains, net of tax 0.02
Equity in net income (loss) of investees 0.04 (0.01)
----- -----
Net income 0.09 0.01
Change in net unrealized appreciation of
investments, net of tax 0.89 0.27
----- -----
Comprehensive income $0.98 $0.28
===== =====
Diluted earnings per share:
Operating income (1) $0.03 $0.02
Net realized investment gains, net of tax 0.02
Equity in net income (loss) of investees 0.04 (0.01)
----- -----
Net income 0.09 0.01
Change in net unrealized appreciation of
investments, net of tax 0.86 0.27
----- -----
Comprehensive income $0.95 $0.28
===== =====
(1) Represents net income, excluding realized net investment gains (losses)
and equity in net income (loss) of investees, net of tax.
At March 31, 1998, basic and diluted book value per share were $24.50 and
$23.36, respectively, which compare with basic and diluted book value per share
of $23.51 and $22.79, respectively, at December 31, 1997.
13
<PAGE>
Net Premiums Written
Net premiums written for the three month periods ended March 31, 1998 and 1997
were as follows:
(in millions)
Three Months Ended
March 31,
-----------------------------
1998 1997
---------- ----------
Property $11.6 $3.8
Casualty 10.2 18.3
Multi-line 11.5 7.2
Specialty 3.0 4.6
Marine 5.6
Aviation 2.5
----- -----
Total $44.4 $33.9
===== =====
In the 1998 first quarter, quota share reinsurance and excess of loss
reinsurance amounted to approximately 80% and 20%, respectively, of the
Company's net premiums written, compared to 90% and 10%, respectively, during
the prior year period. The higher content of excess of loss business is due to
the contributions of the marine and aviation books of business. In the future,
the mix of quota share and excess of loss reinsurance will depend on market
conditions and other relevant factors and cannot be predicted with accuracy.
Approximately 28.9% of net premiums written in the first three months of 1998
was from non-United States clients, compared to 37.6% in the first three months
of 1997. Approximately 25% of the 1998 first quarter net premiums written were
generated from companies in which the Company has invested or committed to
invest funds, compared to 32% in the first three months of 1997. New business
activity during the 1998 first quarter reflects contributions of (i) the
Company's two new specialty underwriting units of marine and aviation and (ii)
the Company's integrated investment strategy.
Set forth below is the Company's statutory composite ratios for the three month
periods ended March 31, 1998 and 1997:
Three Months Ended
March 31,
-----------------------
1998 1997
--------- -----------
Claims and claims expenses 72.9% 69.0%
Commissions and brokerage 23.3% 27.7%
Other operating expense 9.7% 10.9%
----- -----
Statutory composite ratio 105.9% 107.6%
===== =====
In pricing its reinsurance treaties, the Company focuses on many factors,
including exposure to claims and commissions and brokerage expenses. Commissions
and brokerage expenses are acquisition costs that generally vary by the type of
treaty and line of business, and are considered by the Company's underwriting
and actuarial staff in evaluating the adequacy of premium writings. The claims
and commissions and brokerage ratios reflect the Company's business mix.
14
<PAGE>
Other operating expenses increased to $4.6 million for the first three months of
1998, compared to $3.7 million for the 1997 prior year period. Assuming the
successful execution of the Company's business strategy, the Company expects
other operating expenses to grow commensurate with growing operations, but
expects other operating expenses to decline moderately as a percentage of net
premiums written because increases in premium writings are generally expected to
exceed the growth in such expenses.
Included in other operating expenses for the first three months of 1998 is a
pre-tax foreign exchange loss of approximately $110,000. Such loss is
principally related to assets and premiums receivable of approximately $5.8
million denominated in European Currency Units, which is recorded separately
from statutory underwriting results and therefore excluded from the statutory
composite ratio. Unhedged monetary assets and liabilities are translated at the
exchange rate in effect at the balance sheet date, with the resulting foreign
exchange gains or losses recognized in income. Such future gains or losses are
unpredictable, and could be material.
Investment Results
At March 31, 1998 and at the end of 1997, approximately 45% of the Company's
invested assets, short-term investments and cash consisted of fixed maturity and
short-term investments. Net investment income for the first three months of 1998
was approximately $3.6 million, compared to $3.5 million for the prior year
period.
The Company's pre-tax and net of tax investment yields in the first three months
of 1998 were 3.4% and 2.4%, respectively, compared to 3.8% and 2.7%,
respectively, for the same prior year period. Assuming a stable interest rate
environment, the Company anticipates the 1998 yields to moderately decline as
funds invested in short-term securities are allocated into equity securities.
The amount of investment income from quarter to quarter could vary and diminish
as the Company continues to employ its strategy of investing a substantial
portion of its investment portfolio in publicly traded and privately held equity
securities of insurance companies which generally yield less current investment
income than fixed maturity investments. Unrealized appreciation or depreciation
of such investments to the extent that it occurs is recorded in a separate
component of stockholders' equity, net of related deferred income taxes. Gains
or losses are recorded in net income to the extent investments are sold, but the
recognition of such gains and losses is unpredictable and not indicative of
future operating results.
For the three months ended March 31, 1998, the Company's equity in net income of
investee companies was $756,000, which included approximately $533,000 of
non-recurring items, primarily realized gains. This compares to equity in net
loss of investee companies of $90,000 in the prior year period.
Income Taxes
The Company's effective tax rates for the first three months of 1998 and 1997
are less than the 35% statutory rate on pre-tax operating income due to tax
exempt income and dividends received deductions. The gross deferred income tax
benefits for the first three months of 1998 and 1997 of approximately $1.6
million and $474,000, respectively, which are assets considered recoverable from
future taxable income, resulted principally from temporary differences between
financial and taxable income. Temporary differences include, among other things,
charges for restricted stock grants which are not deductible for income tax
purposes until vested (vesting of existing restricted stock grants will occur
over a five-year period), as well as charges for a portion of unearned premiums
and claims reserves and equity in net income (loss) of investees.
15
<PAGE>
Investments
A principal component of the Company's investment strategy is investing a
significant portion of invested assets in publicly traded and privately held
equity securities, primarily issued by insurance and reinsurance companies and
companies providing services to the insurance industry. Cash and fixed maturity
investments and, if necessary, the sale of publicly traded equity securities
will be used to support shorter-term liquidity requirements.
As a significant portion of the Company's investment portfolio will generally
consist of equity securities issued by insurance and reinsurance companies and
companies providing services to the insurance industry, the equity portfolio
lacks industry diversification and will be particularly subject to the
cyclicallity of the insurance industry. Unlike fixed income securities, equity
securities such as common stocks, including the equity securities in which the
Company may invest, generally are not and will not be rated by any nationally
recognized rating service. The values of equity securities generally are more
dependent on the financial condition of the issuer and less dependent on
fluctuations in interest rates than are the values of fixed income securities.
The market value of equity securities generally is regarded as more volatile
than the market value of fixed income securities. The effects of such volatility
on the Company's equity portfolio could be exacerbated to the extent that such
portfolio is concentrated in the insurance industry and in relatively few
issuers.
As the Company's investment strategy is to invest a significant portion of its
investment portfolio in equity securities, its investment income in any fiscal
period may be smaller, as a percentage of investments, and less predictable than
that of other insurance and/or reinsurance companies, and net realized and
unrealized gains (losses) on investments may have a greater effect on the
Company's results of operations or stockholders' equity at the end of any fiscal
period than other insurance and/or reinsurance companies. Because the
realization of gains and losses on equity investments is not generally
predictable, such gains and losses may differ significantly from period to
period. Variability and declines in the Company's results of operations could be
further exacerbated by private equity investments in start-up companies, which
are accounted for under the equity method. Such start-up companies may be
expected initially to generate operating losses.
Investments that are or will be included in the Company's private portfolio
include securities issued by privately held companies and securities issued by
public companies that are generally restricted as to resale or are otherwise
illiquid and do not have readily ascertainable market values. The risk of
investing in such securities is generally greater than the risk of investing in
securities of widely held, publicly traded companies. Lack of a secondary market
and resale restrictions may result in the Company's inability to sell a security
at a price that would otherwise be obtainable if such restrictions did not exist
and may substantially delay the sale of a security the Company seeks to sell.
At March 31, 1998, cash and invested assets totaled approximately $542.3
million, consisting of $71.4 million of cash and short-term investments, $170.0
million of publicly traded fixed maturity investments, $196.2 million of
publicly traded equity securities and $104.7 million of privately held
securities. Included in privately held securities are investments totaling $57.4
million which are accounted for under the equity method.
During the first three months of 1998, the Company completed two private
investments, bringing the private equity portfolio to 16 investments, totaling
approximately $105 million of invested capital. The Company also allocated
approximately $5 million each to its high grade taxable and tax exempt core
fixed income portfolios managed by The Putnam Advisory Company, Inc. In
addition, the Company allocated $35 million to a high yield fixed income
portfolio managed by Miller Anderson & Sherrerd, LLP ("MAS"), a subsidiary of
Morgan Stanley & Co. The objective of such portfolio is to earn a superior total
return consistent with reasonable risk through investing primarily in below
investment grade fixed income securities.
16
<PAGE>
Approximately 85% of fixed maturity and short-term investments were rated
investment grade by Moody's Investors Service, Inc. or Standard & Poor's
Corporation and have an average duration of approximately three years.
See Note 5 under the caption "Investment Information" of the accompanying Notes
to Consolidated Financial Statements for certain information regarding the
Company's privately held securities and their carrying values. During the
remainder of 1998 and over the long-term, the Company intends to continue to
allocate a substantial portion of its cash and short-term investments into
publicly traded and privately held equity securities, subject to market
conditions and opportunities in the marketplace.
At March 31, 1998, the publicly traded equity portfolio consisted of investments
in 12 publicly traded domestic insurers, reinsurers or companies providing
services to the insurance industry. The estimated fair values of such
investments ranged individually from $2.3 million to $30.3 million.
The Company has not invested in derivative financial instruments such as
futures, forward contracts, swaps, or options or other financial instruments
with similar characteristics such as interest rate caps or floors and fixed-rate
loan commitments. The Company's portfolio includes market sensitive instruments,
such as mortgage-backed securities, which are subject to prepayment risk and
changes in market value in connection with changes in interest rates. The
Company's investments in mortgage-backed securities, which amounted to
approximately $32.2 million at March 31, 1998, or 6% of cash and invested
assets, are classified as available for sale and are not held for trading
purposes.
Liquidity and Capital Resources
RCHI is a holding company and has no significant operations or assets other than
its ownership of all of the capital stock of Risk Capital Reinsurance, whose
primary and predominant business activity is providing reinsurance and other
forms of capital to insurance and reinsurance companies and making investments
in insurance-related companies. RCHI will rely on cash dividends and
distributions from Risk Capital Reinsurance to pay any cash dividends to
stockholders of RCHI and to pay any operating expense that RCHI may incur. The
payment of dividends by RCHI will be dependent upon the ability of Risk Capital
Reinsurance to provide funds to RCHI. The ability of Risk Capital Reinsurance to
pay dividends or make distributions to RCHI is dependent upon its ability to
achieve satisfactory underwriting and investment results and to meet certain
regulatory standards of the State of Nebraska. There are presently no
contractual restrictions on the payment of dividends or the making of
distributions by Risk Capital Reinsurance to RCHI.
Nebraska insurance laws provide that, without prior approval of the Nebraska
Director of Insurance (the "Nebraska Director"), Risk Capital Reinsurance cannot
pay a dividend or make a distribution (together with other dividends or
distributions paid during the preceding 12 months) that exceeds the greater of
(i) 10% of statutory surplus as of the preceding December 31 or (ii) statutory
net income from operations from the preceding calendar year not including
realized capital gains. Net income (exclusive of realized capital gains) not
previously distributed or paid as dividends from the preceding two calendar
years may be carried forward for dividends and distribution purposes. Any
proposed dividend or distribution in excess of such amount is called an
"extraordinary" dividend or distribution and may not be paid until either it has
been approved, or a 30-day waiting period has passed during which it has not
been disapproved, by the Nebraska Director.
17
<PAGE>
Notwithstanding the foregoing, Nebraska insurance laws provide that any
distribution that is a dividend may be paid by Risk Capital Reinsurance only out
of earned surplus arising from its business, which is defined as unassigned
funds (surplus) as reported in the statutory financial statement filed by Risk
Capital Reinsurance with the Nebraska Insurance Department for the most recent
year. In addition, Nebraska insurance laws also provide that any distribution
that is a dividend and that is in excess of Risk Capital Reinsurance's
unassigned funds, exclusive of any surplus arising from unrealized capital gains
or revaluation of assets, will be deemed an "extraordinary" dividend subject to
the foregoing requirements.
RCHI and Risk Capital Reinsurance file consolidated federal income tax returns
and have entered into a tax sharing agreement (the "Tax Sharing Agreement"),
allocating the consolidated income tax liability on a separate return basis.
Pursuant to the Tax Sharing Agreement, Risk Capital Reinsurance makes tax
sharing payments to RCHI based on such allocation.
Net cash flow from operating activities for the three months ended March 31,
1998 was $12.6 million, compared with $6.1 million for the prior year period.
The primary sources of liquidity for Risk Capital Reinsurance are net cash flow
from operating activities, principally premiums received, the receipt of
dividends and interest on investments and proceeds from the sale or maturity of
investments. The Company's cash flow is also affected by claims payments, some
of which could be large. Therefore, the Company's cash flow could fluctuate
significantly from period to period.
The Company does not currently have any material commitments for any capital
expenditures over the next 12 months other than in connection with the further
development of the Company's infrastructure. The Company expects that its
financing and operational needs for the foreseeable future will be met by the
Company's balance of cash and short-term investments, as well as by funds
generated from operations. However, no assurance can be given that the Company
will be successful in the implementation of its business strategy.
At March 31, 1998, the Company's consolidated stockholders' equity totaled
$418.1 million, or $24.50 per share. At such date, statutory surplus of Risk
Capital Reinsurance was approximately $404.1 million. Based on data available as
of December 31, 1997 from the Reinsurance Association of America, Risk Capital
Reinsurance is the eleventh largest domestic broker market oriented reinsurer as
measured by statutory surplus.
In March 1998, the National Association of Insurance Commissioners adopted the
codification of statutory accounting principles project that will generally be
applied to all insurance and reinsurance company financial statements filed with
insurance regulatory authorities as early as the 2001 statutory filings.
Although the codification is not expected to materially affect many existing
statutory accounting practices presently followed by most insurers and
reinsurers such as the Company, there are several accounting practices that will
be changed. The most significant change involves accounting for deferred income
taxes, which change would require a deferred tax liability to be recorded for
unrealized appreciation of invested assets, net of available deferred tax
assets, that would result in a reduction to statutory surplus. If this
requirement had been in effect in 1998, the statutory surplus of the Company
would have been reduced by approximately $24 million for a net deferred tax
liability, from $404 million to $380 million at March 31, 1998.
18
<PAGE>
Cautionary Note Regarding Forward-Looking Statements
Except for the historical information and discussions contained herein,
statements included in this release may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements address matters that involve risks, uncertainties and
other factors that could cause actual results or performance to differ
materially from those indicated in such statements. The Company believes that
these factors include, but are not limited to, acceptance in the market of the
Company's reinsurance products; competition from new products (including
products that may be offered by the capital markets); the availability of
investments on attractive terms; competition, including increased competition
(both as to underwriting and investment opportunities); changes in the
performance of the insurance sector of the public equity markets or market
professionals' views as to such sector; the amount of underwriting capacity from
time to time in the market; general economic conditions and conditions specific
to the reinsurance and investment markets in which the Company operates;
regulatory changes and conditions; rating agency policies and practices; claims
development, including as to the frequency or severity of claims and the timing
of payments; and loss of key personnel. Changes in any of the foregoing may
affect the Company's ability to realize its business strategy or may result in
changes in the Company's business strategy. The foregoing review of important
factors should not be construed as exhaustive and should be read in conjunction
with other cautionary statements that are included herein or elsewhere in the
Company's filings with the Securities and Exchange Commission. The Company
undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
19
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit No. Description
----------- -----------
15 Accountants' Awareness Letter and Limitation of Liability
(regarding unaudited interim
financial information)
27 Financial Data Schedule
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K for the three month period ended
March 31, 1998.
Omitted from this Part II are items which are inapplicable or to which the
answer is negative for the period covered.
20
<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.
RISK CAPITAL HOLDINGS, INC.
-------------------------------------
(Registrant)
/s/ Mark D. Mosca
-------------------------------------
Date: May 14, 1998 MARK D. MOSCA
President and Chief Executive Officer
/s/ Paul J. Malvasio
-------------------------------------
Date: May 14, 1998 PAUL J. MALVASIO
Chief Financial Officer
21
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- --------------------------------------------------------
15 Accountants' Awareness Letter and Limitation of Liability
(regarding unaudited interim financial information)
27 Financial Data Schedule
Exhibit 15
Accountants' Awareness Letter and Limitation of Liability
We are aware of the incorporation by reference in the Registration Statement on
Form S-3 (Registration No. 33-34499) and in the Registration Statement on Form
S-8 (Registration No. 33-99974) of Risk Capital Holdings, Inc. of our report
dated April 27, 1998 (issued pursuant to the provisions of Statement Auditing
Standards No. 71) appearing in this Form 10-Q. We are also aware of our
responsibilities under the Securities Act of 1933.
We are not subject to the liability provisions of section 11 of the Securities
Act of 1933 for our report dated April 27, 1998 (issued pursuant to the
provisions of Statement on Auditing Standards No. 71) on the unaudited interim
consolidated financial information of Risk Capital Holdings, Inc. because our
report is not a "report" or a "part" of the Registration Statement on Form S-3
(Registration No. 33-34499) or of the Registration Statement on Form S-8
(Registration No. 33-99974) prepared or certified by us within the meaning of
sections 7 and 11 of the Securities Act of 1933.
Price Waterhouse LLP
New York, New York
May 13, 1998
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
RISK CAPITAL HOLDINGS, INC.
Article 7 of Regulation S-X
Insurance Companies
Three month period ended March 31, 1998
(Dollars in thousands, except per share amounts)
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF RISK CAPITAL HOLDINGS, INC. AND ITS SUBSIDIARY
AT MARCH 31, 1998 AND THE RELATED STATEMENT OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<DEBT-HELD-FOR-SALE> 170,001
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 300,908
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 538,333
<CASH> 3,991
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 17,730
<TOTAL-ASSETS> 638,694
<POLICY-LOSSES> 100,150
<UNEARNED-PREMIUMS> 77,140
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 171
<OTHER-SE> 417,920
<TOTAL-LIABILITY-AND-EQUITY> 638,694
41,502
<INVESTMENT-INCOME> 3,604
<INVESTMENT-GAINS> 477
<OTHER-INCOME> 0
<BENEFITS> 30,253
<UNDERWRITING-AMORTIZATION> 9,931
<UNDERWRITING-OTHER> 4,589
<INCOME-PRETAX> 810
<INCOME-TAX> (3)
<INCOME-CONTINUING> 1,569<F1>
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,569<F1>
<EPS-PRIMARY> .09<F1>
<EPS-DILUTED> .09<F1>
<RESERVE-OPEN> 70,768
<PROVISION-CURRENT> 30,620
<PROVISION-PRIOR> (367)
<PAYMENTS-CURRENT> 944
<PAYMENTS-PRIOR> 4,577
<RESERVE-CLOSE> 95,500<F2>
<CUMULATIVE-DEFICIENCY> (367)
<FN>
<F1> Includes equity in net income of investeesof $756. Net income excludes
Other Comprehensive income which the Company adopted 1st Qtr 1998 in a one
financial statement approach. Comprehensive income was $16,768 or .98 per share
Basic and $.95 per share Diluted.
<F2> Loss reserves net of reinsurance.
</FN>
</TABLE>
