SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File No.
March 31, 1998 0-671
MOTOR CLUB OF AMERICA
(Exact name of registrant as specified in its charter)
New Jersey 22-0747730
(State of Incorporation) (I.R.S. Employer
Identification No.)
95 Route 17 South, Paramus, New Jersey 07653
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (201) 291-2000
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x . No .
2,101,429 shares of Common Stock were outstanding as of
May 14, 1998.
MOTOR CLUB OF AMERICA
FORM 10-Q
MARCH 31, 1998
PART I PAGE
ITEM 1. FINANCIAL STATEMENTS 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 8
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 20
Cautionary Statement
This Report on Form 10-Q contains statements that are not
historical facts and are considered "forward-looking statements"
(as defined in the Private Securities Litigation Reform Act of
1995), which can be identified by terms such as "believes",
"expects", "may", "will", "should", "anticipates", the negatives
thereof, or by discussions of strategy. Certain statements
contained herein are forward-looking statements that involve risks,
uncertainties, opinions and predictions, and no assurance can be
given that the future results will be achieved since events or
results may differ materially as a result of risks facing the
Registrant. These include, but are not limited to, economic,
market or regulatory conditions as well as risks associated with
Motor Club of America's entry into new markets; diversification;
catastrophic events; and state regulatory and legislative actions
which can affect the profitability of certain lines of business and
impede Motor Club of America's ability to charge adequate rates.
Accordingly, Motor Club of America's premium growth and
underwriting results have been and will continue to be potentially
materially affected by these factors.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
MOTOR CLUB OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1998 1997
ASSETS
Investments $66,333,080 $64,503,999
Cash and cash equivalents - 222,761
Premiums receivable 7,687,896 7,809,567
Reinsurance recoverable on
paid & unpaid losses and
loss expenses 18,949,864 18,666,066
Notes and accounts receivable
- net 139,669 124,669
Deferred policy acquisition costs 5,772,035 5,858,650
Fixed assets - at cost, less
accumulated depreciation 1,541,928 1,586,649
Prepaid reinsurance premiums 632,785 695,245
Deferred tax asset 264,519 657,362
Other assets 974,632 1,221,723
Total Assets $102,296,408 $101,346,691
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Losses and loss expenses $51,619,055 $50,246,778
Unearned premiums 19,010,467 19,285,757
Other liabilities 7,558,523 8,800,272
Federal income taxes
payable - current 42,065 12,851
Total Liabilities 78,230,110 78,345,658
Shareholders' Equity:
Common Stock, par value $.50 per share:
(Authorized - 10,000,000 shares;
issued and outstanding - 2,099,679
(1998) and 2,094,429 (1997)) 1,057,808 1,047,215
Paid in additional capital 1,953,392 1,950,204
Unfunded accumulated benefit
obligation in excess of Plan assets (4,529,100) (4,529,100)
Net unrealized gains
on debt securities, net of
deferred taxes 624,711 597,758
Retained earnings 24,959,487 23,934,956
Total Shareholders' Equity 24,066,298 23,001,033
Total Liabilities and
Shareholders' Equity $102,296,408 $101,346,691
(Financial statements should be read in
conjunction with the accompanying notes)
MOTOR CLUB OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
March 31, 1998 March 31, 1997
Revenues:
Insurance premiums (net of
premiums ceded totaling
$1,578,300 (1998) and
$1,673,963 (1997)) $13,008,953 $12,864,339
Net investment income 1,041,286 850,645
Realized gains on sales
of investments 25,900 -
Other revenues 46,099 65,342
Total revenues 14,122,238 13,780,326
Losses and Expenses:
Insurance losses and
loss expenses incurred
(net of reinsurance recoveries
totaling $889,336 (1998) and
$470,227 (1997)) 8,334,324 8,319,513
Amortization of deferred policy
acquisition costs 3,790,219 3,823,685
Other operating expenses 564,992 426,996
Total losses and expenses 12,689,535 12,570,194
Income before Federal
income taxes 1,432,703 1,210,132
Provision for Federal
income taxes: current 29,214 27,337
deferred 378,958 260,802
Total provision for Federal
income taxes 408,172 288,139
Net income $ 1,024,531 $ 921,993
Net Income per common share:
Basic $.49 $.45
Diluted $.48 $.44
Weighted average common and potential common shares outstanding:
Basic 2,095,321 2,047,504
Diluted 2,126,233 2,096,114
(Financial statements should be read in
conjunction with the accompanying notes)
MOTOR CLUB OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
March 31, 1998 March 31, 1997
Operating activities:
Net income $ 1,024,531 $ 921,993
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and net amortization 146,974 125,048
Gain on sale of investments (25,900) -
Changes in:
Deferred policy
acquisition costs 86,615 127,276
Premiums receivable 121,671 192,418
Notes and accounts
receivable (15,000) 110,960
Other assets 247,391 57,651
Losses and loss expenses 1,372,277 1,101,484
Unearned premiums (275,290) (403,106)
Federal income tax - current 29,214 (9,201)
Federal income tax - deferred 378,958 260,802
Other liabilities (1,241,749) (1,226,642)
Reinsurance recoverable on
paid and unpaid losses (283,798) 1,147,532
Prepaid reinsurance premiums 62,460 142 342
Net cash provided by
operating activities $1,628,354 $2,548,557
Investing activities:
Investments purchased (51,311,520) (14,545,380)
Fixed assets purchased (74,625) (21,355)
Proceeds from sales of investments 49,521,249 9,948,359
Net cash used in
investing activities (1,864,896) (4,618,376)
Financing activities:
Common stock issued 13,781 -
Net cash provided by financing activities 13,781 -
Net decrease in cash and
cash equivalents (222,761) (2,069,819)
Cash and cash equivalents at
beginning of period 222,761 3,476,948
Cash and cash equivalents at
end of period $ - $1,407,129
Supplemental Disclosures of Cash Flow Information
Interest paid $ 1,440 $ 2,646
Federal income taxes paid $ - $ 36,538
Non Cash Investing Activities:
Invested assets and shareholders' equity increased by $26,953 and decreased
by $627,573 in 1998 and 1997, respectively, as a result of changes in market
value pertaining to the Registrant's application of SFAS No. 115 - Accounting
for Certain Investments in Debt and Equity Securities.
(Financial statements should be read in
conjunction with the accompanying notes)
MOTOR CLUB OF AMERICA
AND SUBSIDIARIES
STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
For the Three Months Ended
March 31, 1998 March 31, 1997
Net income $1,024,531 $921,993
Other comprehensive income:
Unrealized gains (losses)on
securities, net of tax:
Unrealized holding gains (losses)
arising during the period 52,853 (636,139)
Less: reclassification adjustment
for gains included in earnings (25,900) -
Other comprehensive income 26,953 (636,139)
Comprehensive income $1,051,484 $285,854
(Financial statements should be read in
conjunction with the accompanying notes)
MOTOR CLUB OF AMERICA
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Preparation and Presentation
The accompanying condensed consolidated financial
statements of Motor Club of America (the "Registrant") include its
accounts and those of its subsidiary companies and, in the opinion
of management, contain all adjustments necessary to present fairly
the Registrant's consolidated financial position, results of
operations and cash flows.
These statements should be read in conjunction with the
Summary of Significant Accounting Policies and other notes included
in the Notes to Financial Statements in the Registrant's 1997
Annual Report on Form 10-K.
2. Shareholders' Equity
Shareholders' equity at March 31, 1998 and December 31, 1997
include the undistributed GAAP net income of Motor Club of America
Insurance Company ("Motor Club") and Preserver Insurance Company
("Preserver") (collectively referred to as the "Insurance
Companies"), the net assets of which exceed the consolidated net
assets of the Registrant.
3. Per Share Data
Basic earnings per share are computed based upon the weighted
average number of common shares outstanding during each year.
Diluted earnings per share are computed based upon the weighted
average number of common shares outstanding including outstanding
stock options.
4. Federal Income Taxes
The Registrant and its subsidiaries file a consolidated
Federal income tax return. In the three month periods ended March
31, 1998 and 1997, the provision for Federal income taxes resulted
in effective tax rates different from the expected statutory
Federal income tax rates, principally as a result of (i) certain
adjustments, principally those enacted under the Tax Reform Act of
1986; and (ii) utilization of Net Operating Loss ("NOL")
carryforwards. The Registrant's NOL carryforwards at March 31,
1998 are approximately $10.2 million.
5. Comprehensive Income
Effective January 1, 1998, the Registrant adopted Statement of
Financial Accountant Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." SFAS No. 130 requires disclosure of
comprehensive income in interim periods and additional disclosures
of the components of comprehensive income on an annual basis.
Comprehensive income includes all changes in equity during a period
except those resulting from investments by and distributions to the
Registrant's stockholders. The Registrant's comprehensive income
is comprised of net income, unrealized gains or losses on
securities and minimum pension liability adjustments. For the
three-month periods ended March 31, 1998 and 1997, there were no
adjustments to the minimum pension liability.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview of Business Operations
The Registrant and a group of affiliated corporations provide
property and casualty insurance related services. One hundred
percent of the Registrant's insurance operations are in the State
of New Jersey. The Registrant has two subsidiaries which are
domiciled in the State of New Jersey and write property and
casualty insurance, Motor Club and Preserver.
The Registrant seeks to increase its identification as a
provider of small commercial lines insurance. The Registrant also
seeks to expand and diversify its insurance operations outside the
State of New Jersey. The Registrant believes that both of these
objectives can be attained through the acquisition of other
insurance companies which present opportunities to write these
product lines in different geographic areas. The Registrant
expects to pursue these objectives during 1998 and beyond.
The Registrant anticipates continuing revenue growth in the
State of New Jersey through small commercial and ancillary
coverages written by Preserver as well as through new private
passenger automobile ("PPA") writings by Motor Club.
The Registrant also anticipates continued reductions in its
operating expenses, namely through the implementation of operating
efficiencies which should reduce other overhead expenditures.
New Jersey Private Passenger Automobile ("PPA") Insurance
The New Jersey PPA market has historically been subject to
regulatory and legislative volatility which has, at times,
adversely affected the profitability of this line of business,
despite New Jersey having the highest average premium rate in the
United States. New Jersey insurance law presently requires
insurers to write all eligible personal automobile coverage
presented to them from drivers with eight points or less on their
driving record. This is commonly referred to as "take-all-comers".
The New Jersey Department of Banking and Insurance ("NJ DOBI")
may grant an insurer relief, by written notification, from writing
new PPA pursuant to the take-all-comers provisions of New Jersey
law if a showing finds that the insurer's premium to surplus
("leverage") ratio exceeds 3 to 1. Motor Club's present applicable
leverage ratio for the twelve months ended March 31, 1998 is 2.68
to 1.
In June 1997, the State of New Jersey enacted PPA legislation,
which principally: (1) repealed the annual "flex" rate increase
available to insurers, which was required by law to be no less than
3%, and replaced it with an expedited prior approval rate filing
process for rate increase requests up to 3% on an overall basis.
Subsequent to the enactment of this legislation, the Commissioner
of the NJ DOBI froze all personal auto insurance rates until March
1998, but has not yet promulgated the regulations required for
insurers to file for an expedited rate increase; (2) restricted the
ability of insurers to non-renew at their discretion up to 2% of
their policies; (3) repealed the ability of insurers to non-renew
one policy for every two new policies written in each rating
territory; and (4) replaced the current rating system which
assesses surcharges to insureds' policies for specific driving
violations and accidents with a broader-based "multi-tiered" rating
system, which will be implemented during 1998.
In addition, in November 1997, the Governor of New Jersey
appointed a special legislative committee to review and make
further recommendations on reducing the cost to consumers of
personal automobile coverage in New Jersey. As a result,
legislation is pending which would: 1) allow insureds to reduce
levels of compulsory coverages, including the option to reduce
their coverage for Personal Injury Protection ("PIP") to as low as
$15,000, from the presently required $250,000; 2) revise the PIP
policy form to set forth the medical treatments and services, valid
diagnostic tests and appropriate health care protocols which are
eligible to be paid; 3) seek to limit lawsuits by claimants by
redefining of the type of injury which would be grounds for
litigation; 4) replace the present PIP arbitration system which
utilizes part-time arbitrators who render only oral decisions
without consulting medical professionals with one using full-time
dispute resolution professionals who may refer questions of medical
necessity or diagnosis to medical review organizations and who must
render written decisions; 5) appoint a special fraud prosecutor to
increase enforcement of fraudulent acts committed against insurance
companies; 6) remove the system of territorial rating caps which
have been in place since 1983, enabling insurers to modify (as
appropriate) rates charged in various rating territories, which
will be redefined; and 7) require a 15% reduction in rates on all
PPA policies.
The Registrant believes that the legislation will be enacted
into law during the second quarter of 1998, with implementation of
most of the provisions of the legislation (with one exception)
likely by early 1999. The only exception is the redefinition of
the territories and removal of the territorial rating caps, which
will be implemented in 2000. The Registrant also believes that the
legislation would have a modest net negative effect on Motor Club's
PPA operations and profitability, as the mandated rate reductions
do not appear to be completely cost justified (based on information
presently available) by the cost savings proposed in the
legislation.
Results of Operations
Net income for the three months ended March 31, 1998 was
reduced by $112,800 for the accrual of annual employee incentive
awards, net of applicable taxes. In prior years, these awards were
accrued in the fourth quarter for the entire year. The Registrant
has begun to accrue these awards over the entire year given its
continuing profitability.
Excluding this accrual, net income increased by $215,000 or
$.10 basic net income per share in the first quarter 1998 as
compared to the same period in 1997, a 23% improvement, primarily
due to a lower loss ratio and improved investment income. The
combined ratio for the three months ended March 31, 1998 was 97.6%
as compared to 97.8% for the same period in 1997.
Revenues
Insurance Premiums
Insurance premiums increased $145,000 or 1% in the three
months ended March 31, 1998, as compared to the same period in
1997, the result of increases in new business written, primarily
commercial lines.
The following table details the changes in Insurance Premiums:
Change in
Net
Class of Business Premium Percent
Private Passenger Automobile ($195,000) (2%)
Commercial Lines 187,000 12%
Personal Property 153,000 12%
Total $145,000 1%
The increases in Commercial Lines and Personal Property were
enhanced by $204,000 in savings on reinsurance programs which
principally affected Preserver and were implemented effective July
1, 1997. Preserver also increased its retention for property
excess of loss reinsurance at that date from $75,000 to $100,000,
which contributed to the reduction in rate.
Effective July 1, 1998, Motor Club will convert its existing
six month policies, which constitute 98% of its personal automobile
book of business, to twelve month policies. This measure will
further improve the Registrant's operating efficiency and service
levels, and reduce expenses. The Registrant believes this is
particularly important since the NJ DOBI has not proposed or
adopted regulations which would provide for expedited prior
approval rate increases, as required by legislation passed by the
New Jersey Legislature in 1997. While conversion to twelve month
policies will, for a one year period commencing July 1, 1998,
temporarily increase the amount of premiums written by the
Registrant, it will not effect the amount of premium earned.
During the first quarter of 1998, Preserver introduced its new
workers' compensation product. The Registrant believes the
introduction of this product, along with other product improvements
made in 1997, enable Preserver to offer a broad, competitive
product line which will grow steadily in the future. Although
insurance premiums (net of reinsurance) generated by this new
product during the 1998 first quarter were not material, the
Registrant expects that the amount of total Commercial Lines
insurance premium to increase over the remainder of 1998 as a
result of this product introduction.
Net Investment Income
Net investment income increased $191,000 or 22% in 1998 as
compared to 1997. Average invested assets for the three month
period ended March 31, 1998 were $64,021,000 as compared to
$51,577,000 for the same period in 1997. The investment portfolio
(including short-term investments and excluding realized capital
gains) yielded 6.51% for the three months ended March 31, 1998 as
compared to 6.19% for the same period in 1997, despite a generally
lower interest rate environment.
While the 24% increase in average invested assets principally
contributed to the increase in investment income, the increase in
investment yield during the first quarter 1998 as compared to 1997
is primarily due to changes in the Registrant's investment policy
made effective January 1, 1998, which are discussed in Liquidity
and Capital Resources.
Losses and Expenses
Losses and Loss Expenses Incurred
Losses and loss expenses incurred increased $15,000 or less
than 1% in the three months ended March 31, 1998 as compared to the
same period in 1997.
The Registrant had slightly lower overall loss ratios during
the 1998 first quarter as compared to 1997, as follows:
1998 1997
Motor Club 69.7% 66.5%
Preserver 46.5% 58.3%
Total 64.1% 64.7%
The personal automobile loss ratio for Motor Club remains in
line with expectations which consider the increased amounts of new
personal automobile written since 1995. The Preserver loss ratio
reflects the generally positive trends which Preserver has
experienced over the last two years (including lower reinsurance
costs), along with the relative lack of winter weather losses in
New Jersey in the first quarter of 1998.
Despite the higher loss and loss expense ratios for Motor Club
on a comparative basis, no significant adverse trends were
experienced or identified during the three months of 1998.
Amortization of Deferred Policy Acquisition Costs
Amortization of deferred policy acquisition costs decreased
$34,000 or less than 1% in the three months ended March 31, 1998 as
compared to the same period in 1997, which generally corresponds to
the change in Insurance Premiums previously described.
Other Operating Expenses
As noted previously, other operating expenses in 1998 included
$170,000 relating to the Registrant's accrual of employee incentive
awards. In prior years, these awards were accrued in the fourth
quarter for the entire year.
Excluding these charges, other operating expenses decreased
$32,000 or 7% in the three months ended March 31, 1998 as compared
to the same period in 1997. During the first quarter 1998, the
Registrant incurred approximately $90,000 in expenses related to
the introduction of Preserver's workers' compensation product, a
corporate identity program for Preserver and promotion of its
commercial lines products which are not expected to recur in 1998.
The decrease in expenses (as adjusted) allowed for a decrease in
the expense ratio to 32.2% for the three months ended March 31,
1998 as compared to 33.1% for the same period in 1997.
The Registrant remains committed to reducing its expense ratio
by increasing revenues while limiting increases in its overhead
expenditures.
Financial Condition, Liquidity and Capital Resources
The Registrant's book value at March 31, 1998 is $11.46 per
share, as compared to $10.98 per share at December 31, 1997. The
increase in book value from December 31, 1997 is due to the three
month earnings described previously and an increase of $27,000 or
$.01 per share (net of deferred taxes) in the market value of fixed
maturity investments accounted for as available-for-sale securities
under SFAS No. 115.
The Insurance Companies' need for liquidity arises primarily
from the obligation to pay claims. The primary sources of
liquidity are premiums received, collections from reinsurers and
proceeds from investments.
Reserving assumptions and payment patterns of the Insurance
Companies did not materially change from the prior year and there
were no unusually large retained losses resulting from claim
activity. Unpaid losses are not discounted.
Operating and Investing Activities
Net cash provided by operating activities were $1,628,000 and
$2,549,000 in the three months ended March 31, 1998 and 1997,
respectively. Cash flow provided by operating activities in the
three months ended March 31, 1998 reflects the growth in the
Insurance Companies' premium revenue, combined with the reduction
in overhead expenses described previously in both the current three
month and prior periods.
Net cash utilized in investing activities was $1,865,000 in
1997 and $4,618,000 in 1997. The amounts used in 1998 reflect the
investment of cash provided by operating activities in both the
current three month and prior periods.
No unusual or nonrecurring operating expenditures have been
incurred over these periods. Additionally, the payout ratio of
losses has not fluctuated substantially over these periods.
Effective January 1, 1998, the Registrant modified its
investment policy to include certain investment grade asset-backed
securities and allow for a higher percentage of investments in
investment grade corporate bonds and mortgage-backed securities.
The Registrant has not substantially modified its duration for its
investment portfolio, which was 3.55 years at March 31, 1998 as
compared to 3.09 years at December 31, 1997. As part of the
transition to this revised investment policy, the Registrant may
periodically recognize limited realized gains and losses from sales
of investments which are not deemed to be within the modified
policy's guidelines. Management anticipates maintaining this
approach to investing for the foreseeable future.
Financing Activities
The Registrant paid no dividend on its common stock in 1998 or
1997.
The Registrant has no material outstanding capital commitments
which would require additional financing.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
None
b) Reports on Form 8-K
None
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.
MOTOR CLUB OF AMERICA
s/Stephen A. Gilbert
By: Stephen A. Gilbert
President
s/Patrick J. Haveron
By: Patrick J. Haveron
Executive Vice President -
Chief Financial Officer
and Chief Accounting
Officer
Dated: May 15, 1998