UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended June 30, 1996 ------------------------------------------- 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: 0-6612 ----------------------------------------- RLI Corp. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) ILLINOIS 37-0889946 ----------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 9025 North Lindbergh Drive, Peoria, IL 61615 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (309) 692-1000 ----------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: As of August 6, 1996 the number of shares outstanding of the registrant's Common Stock was 7,936,441. Page 1 of 13 PART I Item 1. Financial Statements RLI Corp. and Subsidiaries Condensed Consolidated Statement Of Earnings (Unaudited) For the Three-Month Period Ended June 30, 1995 1996 ----------- ----------- Net premiums earned $33,226,482 $32,390,263 RLI Vision Corp. revenue 9,011,315 9,152,528 Net investment income 5,265,829 6,091,854 Net realized investment gains (losses) 136,542 ( 36,190) ----------- ----------- 47,640,168 47,598,455 ----------- ----------- Losses and settlement expenses 16,298,650 16,907,372 Policy acquisition costs 10,168,476 7,505,677 Insurance operating expenses 3,462,627 3,862,271 RLI Vision Corp. operating expenses 8,642,111 8,773,082 Interest expense on debt 843,130 690,570 General corporate expenses 601,931 853,523 ----------- ----------- 40,016,925 38,592,495 ----------- ----------- Earnings before income taxes 7,623,243 9,005,960 Income tax expense 2,143,424 2,625,298 ----------- ----------- Net earnings $ 5,479,819 $6,380,662 ============ ============= Net earnings per share: Primary $0.70 $ .80 Fully diluted $0.62 $ .71 Weighted average number of common shares outstanding Primary 7,849,434 7,935,776 Fully diluted 9,618,665 9,705,007 Cash dividends declared per common share $0.13 $0.14 The accompanying notes are an integral part of the financial statements. 2 RLI Corp. and Subsidiaries Condensed Consolidated Statement Of Earnings (Continued) (Unaudited) For the Six-Month Period Ended June 30, 1995 1996 ----------- ----------- Net premiums earned $68,789,442 $64,557,241 RLI Vision Corp. revenue 17,743,816 17,975,503 Net investment income 10,665,850 11,819,299 Net realized investment gains 107,151 105,120 ----------- ----------- 97,306,259 94,457,163 ----------- ----------- Losses and settlement expenses 32,350,911 $34,938,024 Policy acquisition costs 23,091,095 15,507,006 Insurance operating expenses 7,050,826 7,198,226 RLI Vision Corp. operating expenses 16,959,644 17,390,988 Interest expense on debt 1,686,274 1,411,914 General corporate expenses 1,295,681 1,588,565 ----------- ----------- 82,434,431 78,034,723 ----------- ----------- Earnings before income taxes 14,871,828 16,422,440 Income tax expense 4,055,078 4,525,881 ----------- ----------- Net earnings $10,816,750 $11,896,559 ============ ============= Net earnings per share: Primary $1.38 $1.50 Fully diluted $1.22 $1.32 Weighted average number of common shares outstanding Primary 7,849,434 7,921,316 Fully diluted 9,618,665 9,690,547 Cash dividends declared per common share $0.25 $0.27 The accompanying notes are an integral part of the financial statements. 3 RLI Corp. and Subsidiaries Condensed Consolidated Balance Sheet (Unaudited) December 31, June 30, ASSETS 1995 1996 Investments ------------ ------------- Fixed maturities Held-to-maturity, at amortized cost $251,637,536 $250,781,087 Available-for-sale, at fair value 45,119,811 44,133,044 Equity securities, at fair value 153,957,535 167,736,699 Short-term investments, at cost which approximates fair value 23,874,732 14,304,923 ----------- ------------- Total investments 474,589,614 476,955,753 Cash 1,196,926 0 Accrued investment income 5,854,731 5,787,879 Premiums and reinsurance balances receivable 36,447,284 67,653,450 Ceded unearned premiums 50,189,740 50,298,581 Reinsurance balances recoverable on unpaid losses 197,337,466 183,376,512 Deferred policy acquisition costs 15,806,911 15,823,056 Property and equipment 13,950,559 14,412,393 Income taxes - current 2,619,811 0 Other assets 16,654,099 13,781,382 ----------- ------------ TOTAL ASSETS $814,647,141 $828,089,006 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Unpaid losses and settlement expenses $418,985,960 $409,779,437 Unearned premiums 126,013,957 129,659,343 Reinsurance balances payable 37,744,456 37,297,172 Short-term debt 2,800,000 0 Long-term debt: Convertible debentures 46,000,000 46,000,000 Income taxes-current 0 448,629 Income taxes-deferred 4,904,394 9,473,171 Other liabilities 19,590,658 19,067,112 ----------- ------------ TOTAL LIABILITIES 656,039,425 651,724,864 ----------- ------------ Shareholders' Equity: Common stock (8,453,449 shares issued and outstanding) 8,453,449 8,453,449 Other shareholders' equity 153,544,590 170,762,227 Less: Treasury shares at cost (602,567 shares at 12/31/95) (517,673 shares at 6/30/96) (3,390,323) (2,851,534) ----------- ------------ TOTAL SHAREHOLDERS' EQUITY 158,607,716 176,364,142 ----------- ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $814,647,141 $828,089,006 ============ ============ The accompanying notes are an integral part of the financial statements. 4 RLI Corp. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six-Month Period Ended June 30, -------------------------- 1995 1996 ------------ ------------ Net cash used in operating activities ($ 8,767,202) ($2,717,481) ------------ ------------ Cash Flows from Investing Activities Investments purchased ( 55,722,553) ( 18,247,840) Investments sold 0 4,683,628 Investments called or matured 18,872,715 10,200,000 Net decrease in short-term investments 45,738,452 9,569,858 Net property and equipment purchased ( 786,702) ( 1,896,477) ------------ ------------ Net cash from investing activities 8,101,912 4,309,169 ------------ ------------ Cash Flows from Financing Activities Cash dividends paid ( 1,924,760) ( 2,142,799) Payments on debt 0 ( 2,800,000) Change in contributed capital ( 4,010) 1,615,396 Treasury shares reissued 0 538,789 ------------ ------------ Net cash used in financing activities ( 1,928,770) ( 2,788,641) ------------ ------------ Net decrease in cash ( 2,594,060) ( 1,196,926) ------------ ------------ Cash at the beginning of the year 8,185,806 1,196,926 ------------ ------------ Cash as of June 30 $ 5,591,746 $ 0 ============ ============ The accompanying notes are an integral part of the financial statements. 5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The financial information is prepared in conformity with generally accepted accounting principles and such principles are applied on a basis consistent with those reflected in the 1995 annual report filed with the Securities and Exchange Commission. The financial information included herein has been prepared by management without audit by independent certified public accountants who do not express an opinion thereon. The condensed consolidated balance sheet as of December 31, 1995 has been derived from, and does not include all the disclosures contained in the audited consolidated financial statements for the year ended December 31, 1995. The information furnished includes all adjustments and normal recurring accrual adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim periods. Results of operations for the six month periods ended June 30, 1995 and 1996 are not necessarily indicative of the results of a full year. Primary earnings per share are computed using the weighted average number of shares of common stock outstanding during the period. Fully diluted earnings per share calculations are based on the weighted average number of shares of common stock outstanding for the period, assuming full conversion of all Convertible Debentures into common stock. Net earnings are adjusted for purposes of this calculation to eliminate interest and amortization of debt issuance costs on the Convertible Debentures net of related taxes. When the conversion of Convertible Debentures increases the earnings per share or reduces the loss per share, the effect on earnings is antidilutive. Under these circumstances, the fully diluted net earnings or net loss per share is computed assuming no conversion of the Convertible Debentures. The accompanying financial data should be read in conjunction with the notes to the financial statements contained in the 1995 10-K Annual Report. 2. SIGNIFICANT DEVELOPMENT - During the second quarter of 1996, the Company reached a tentative agreement with the California Insurance Department regarding the settlement of the Company's Proposition 103 liability. The final assessment has been set at $3.0 million, inclusive of return premiums and accrued interest. Through 1995, the Company had estimated and accrued its liability in the amount of $2.5 million. The additional charge of $500,000 has been reflected in second quarter 1996 earnings. 6 3. INDUSTRY SEGMENT INFORMATION - Selected information by industry segment for the six months ended June 30, 1995 and 1996 is presented below. SEGMENT DATA - (in thousands) EARNINGS (LOSS) BEFORE REV. TAXES ASSETS 1995 ------- -------- ------ RLI Insurance Group $ 68,789 $ 6,296 $756,294 RLI Vision Corp. 17,744 784 16,059 Net investment income 10,666 10,666 Net realized investment gains 107 107 General corporate & interest expense - (2,982) 16,508 -------- --------- -------- Consolidated $ 97,306 $ 14,871 $788,861 ======== ========= ======== 1996 RLI Insurance Group $ 64,557 $ 6,914 $798,448 RLI Vision Corp. 17,976 585 15,383 Net investment income 11,819 11,819 Net realized investment gains 105 105 General corporate & interest expense - (3,001) 14,258 --------- --------- -------- Consolidated $ 94,457 $ 16,422 $828,089 ========= ========= ======== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OVERVIEW RLI Corp. (the Company) is a holding company that, through its subsidiaries, underwrites specialty property and casualty insurance and provides a wide range of services and products to the ophthalmic industry. The most significant segment is the RLI Insurance Group (the Group), which provides specialty property and casualty coverages for primarily commercial risks. This segment accounted for 68% of the Company's total revenue for the six months ended June 30, 1996. SIX MONTHS ENDED JUNE 30, 1996, COMPARED TO SIX MONTHS ENDED JUNE 30, 1995 Consolidated gross sales, which consist of gross premiums written, non- insurance sales revenue, net investment income and realized investment gains (losses) totaled $167.6 million for the first six months of 1996, up 1.6% from the same period in 1995. This increase was due in part to a 1.1% increase in gross sales of the insurance group, as detailed in the discussion of RLI Insurance Group that follows. Additionally, net investment income for the first six months of 1996 increased 10.8%. Sales of RLI Vision Corp., however, remained virtually flat. Consolidated revenue for the first six months of 1996 decreased $2.8 million, or 2.9%, from the same period in 1995. Net 7 premiums earned in the first six months of 1996 were down 6.2% compared to the first six months of 1995 as property writings were down most of last year. The net after-tax earnings for the first six months of 1996 totaled $11.9 million, $1.50 per share, compared to $10.8 million, $1.38 per share, for the same period in 1995. The increase in net earnings is attributable to continued strong underwriting results and increased net investment income through the first six months of 1996. RLI INSURANCE GROUP Gross premiums written for the first six months of 1996 totaled $137.8 million, compared to $136.3 million reported for the first six months of 1995. Property premiums increased to $70.5 million for the first half of 1996 compared to $61.3 million for the first half of 1995. This increase was offset by declines in the casualty lines due to discontinuation of the Aviation business as well as declines on other products such as Employers Excess Indemnity and General Liability related to unfavorable pricing and market conditions. Property writings in the first half of 1995 were lower partly due to the Group's efforts towards reducing catastrophe exposure and re-underwriting the fire book of business. Net premiums written for the first six months of 1996 increased $4.8 million or 7.7% from the same period in 1995. Of this increase, $4.7 million was related to property business where a portfolio transfer of reinsurance resulted in premiums being ceded on an earned rather than written basis. Net premiums earned of $64.6 million in the first half of 1996 represent a $4.2 million or 6.2% decrease from the same period in 1995. This decrease is primarily the result of the $2.7 million decline in property premiums earned as a result of reduced writings throughout most of 1995. Additionally, earned premiums on casualty business declined $1.5 million for the first half of 1996 compared to 1995. Modest premium increases realized on the Company's General Liability, Personal Umbrella, Commercial Umbrella, and Surety books were offset by declines on Employer's Excess Indemnification and Directors and Officers Liability, as well as the discontinuation of some smaller and unprofitable lines of business. The Group's pretax earnings totaled $6.9 million for the first six months of 1996 compared to pretax earnings of $6.3 million for the same period in 1995. Earnings for the first half of 1996 included losses of $2.2 million from winter storms on the east coast and $500,000 for Proposition 103 settlement. Earnings for the first half of 1995 included losses of $1.9 million from flooding in California and $3.8 million from Northridge Earthquake development. The GAAP combined ratio through the first six months of 1996 was 89.3 compared to 90.8 for the same period in 1995. The loss ratio increased from 47.0 for the first half of 1995 to 54.1 in the first half of 1996. This change was mainly the result of increases to the overall reserving levels on the Company's General Liability book due to loss reserve study changes. The loss ratio increase was offset by a decline in the expense ratio from 43.8 for the first half of 1995 to 35.2 in the first half of 1996. This was largely the result of accruing contingent ceding commissions from reinsurers based on 8 favorable loss results on the Group's California Property Programs. RLI VISION CORP. RLI Vision Corp., the Company's wholly-owned subsidiary that distributes a variety of vision care products reported revenue of $18.0 million for the six months ended June 30, up slightly from 1995. Ophthalmic product revenue grew by $503,000 or 3.7%. This included an increase in contact lens and other distributed products of $465,000 or 3.9% and an increase of $80,000 or 12% in the manufacturing of RGP lenses. In addition, Vision's practice management software, RLISYS, generated an increase of $171,000 or 21.8%. These increases were partially offset by a decrease in third party administration products of $441,000 or 13% from 1995, reflecting the continued downward trend of these services throughout the ophthalmic industry. RLI Vision's pre-tax earnings for the six months ended June 30 decreased by $199,000 or 25.4%. Gross margin decreased by $336,000 or 4.3% from 1995, as the shift towards the lower margin distributed products continues. Partially offsetting the decrease in gross margin were operating expense reductions of $335,000 or 4.7% not including restructuring charges of $160,000 for the year which will not be re-occurring. In particular, cost reductions were realized in salaries and commissions, postage, and collection/bad debt expenses. These savings were partially offset by increased printing costs. INVESTMENT INCOME The Company's investment portfolio generated net dividends and interest income of $11.8 million during the first six months of 1996, an increase of 10.8% over that reported for the same period in 1995. This increase is the result of a higher invested asset base from the prior year coupled with a decline in investment expenses during 1996. Invested assets at June 30, 1996 increased by $2.4 million from December 31, 1995. Cash and other short-term investments declined by $10.8 million from December 31, 1995 due primarily to the funding of reinsurance obligations and other first half 1996 operating needs. In addition, the Company's investment gains remained relatively flat, recognizing $105,000 in investment gains for the first six months of 1996 compared to $107,000 for the same period in 1995. The Company's fixed income portfolio consisted entirely of securities rated A or better and 99% were rated AA or better. The year-to-date yields on the Company's fixed income investments for the six month periods ended June 30, 1995 and 1996 are as follows: 1995 1996 ---- ---- Taxable 6.88% 6.94% Non-taxable 5.05% 5.00% Yields on taxable securities increased through the first six months of 1996 due to the maturity of lower yielding securities from the portfolio. Yields on the tax-exempt portfolio are lower due to securities purchased in a lower 9 interest rate environment during the second half of 1995. The Company's available-for-sale portfolio of debt and equity securities had net unrealized gains before tax of $9.0 million through the first six months of 1996 compared to net unrealized gains before tax of $16.8 million for the same period in 1995. Lower interest rates and a strong rally in the stock market during the first six months of 1995 caused the Company to record significant unrealized gains on its debt and equity holdings. During the first six months of 1996, the Company's equity securities continued their strong performance while debt securities were adversely impacted by higher interest rates. Unrealized appreciation on securities, net of tax is reflected in a separate component of shareholders' equity. The Company's net unrealized gain before tax was $61.5 million and $52.5 million at June 30, 1996 and December 31, 1995, respectively. Interest expense on debt obligations decreased to $1.4 million for the first six months of 1996, a $300,000 drop from the same period in 1995. This reduction is due to the December 1, 1995 repayment of $5.4 million on the City of Peoria industrial development bonds, a part of which was refinanced through short-term borrowings of $2.8 million. This short-term debt was repaid during the first quarter of 1996. INCOME TAXES The Company's effective tax rate for the first six months of 1996 was 28% compared to 27% for the same period in 1995. Income tax expense attributable to income from operations differed from the amounts computed by applying the U.S. federal tax rate of 35% to pretax income for the first six months of 1995 and 1996 as a result of the following: 1995 1996 Amount % Amount % ------ --- ------ --- Provision for income taxes at the statutory rate of 35% $ 5,205,140 35% $ 5,747,854 35% Increase (reduction) in taxes resulting from: Tax exempt interest income ( 661,897) ( 4%) ( 750,458) ( 4%) Dividends received deduction ( 563,848) ( 4%) ( 592,993) ( 4%) Dividends paid deduction ( 132,255) ( 1%) ( 128,844) ( 1%) Other items, net 207,939 1% 250,322 2% ---------- ---- ---------- ---- Total tax expense $ 4,055,079 27% $ 4,525,881 28% LIQUIDITY AND CAPITAL RESOURCES Historically, the primary sources of the Company's liquidity have been funds generated from insurance premiums (operating activities) and investment income and maturing investments (investing activities). In addition, the Company has occasionally received proceeds from financing activities such as the sale of common stock to the employee stock ownership plan, sale of convertible debentures, and small, short-term borrowings. 10 At June 30, 1996 the Company had short-term investments, cash and other investments maturing within one year, of approximately $35.4 million and additional investments of $117.6 million maturing within five years. The Company maintains two major sources of credit from two financial institutions: one $10.0 million secured line of credit and one $30.0 million line of credit. Both lines are unused at June 30, 1996. Management believes that cash generated by operations, cash generated by investments and cash available from financing activities will provide sufficient sources of liquidity to meet its anticipated needs over the next twelve to twenty-four months, including settlement of accrued but unpaid costs related to the Northridge Earthquake. THREE MONTHS ENDED JUNE 30, 1996, COMPARED TO THREE MONTHS ENDED JUNE 30, 1995 Consolidated gross sales increased $1.4 million, or 1.6%, to $89.5 million for the second quarter of 1996, compared to the same period in 1995. Gross sales of the insurance group remained relatively flat at $74.4 million, a 1.1% increase compared to the same period in 1995. During this same period, net investment income improved 15.7% over 1995 levels. Consolidated revenue for the second quarter 1996 decreased $41,000 from the same period in 1995. Net earnings for the second quarter of 1996 totaled $6.4 million, $.80 per share, compared to net earnings of $5.5 million, $.70 per share, for the same period in 1995. This increase is primarily the result of strong property underwriting profits and increased investment income. RLI INSURANCE GROUP Gross premiums written in the second quarter of 1996 totaled $74.4 million, a 1.1% increase from the second quarter of 1995. Property premiums advanced to $39.8 million for the second quarter of 1996 compared to $37.7 million for the same period in 1995. This increase was partially offset by declines in the casualty lines due to discontinuation of the Aviation business, as well as declines on other products such Employer's Excess Indemnity, and General Liability due to unfavorable pricing and market conditions. Net premiums written for the second quarter of 1996 declined 7.7% from 1995 levels. This decline is primarily attributable to the restructuring of the Company's reinsurance program in 1996. Increased reinsurance coverage purchased on the Company's property book has resulted in additional cessions to the Company's Difference-In-Condition and other property surplus treaties. Premiums earned of $32.4 million for the quarter represent a 2.5% decrease from the second quarter of 1995. Earned premiums on the property book decreased 1.9% over 1995 levels. Increased writings during the first half of 1996 began to offset declines experienced as a result of lower property writings throughout 1995. Additionally, casualty premiums declined 2.9% due to the discontinuation of some smaller unprofitable lines and continued selective writing of the existing book. The group's pre-tax earnings were $4.1 million for the second quarter of 1996 compared to pre-tax earnings of $3.3 million for the same period in 1995. The GAAP combined ratio decreased to 87.3 from 90.1 in the second quarter of 1995. 11 The loss and settlement expense component of the combined ratio increased to 52.2 from 49.1, as a result of reserve strengthening on the Company's casualty book. The operating expense component of the combined ratio, however, decreased to 35.1 from 41.0, primarily due to the accruing of contingent ceding commissions from reinsurers based on favorable loss results on the group's California property programs. RLI VISION CORP. For the second quarter 1996, RLI Vision posted revenue of $9.2 million, which was up 1.6% from second quarter 1995. Revenues from ophthalmic products increased $254,000 or 3.6%. Software license fees increased by $50,000 or 15% over 1995. In addition, revenues for the Vision Care Advantage (VCA) managed care product, increased by $79,000 from 1995. Revenues from third party administration products, including Total Lens Care (TLC) and Clear Advantage decreased $270,000 or 17%. RLI Vision's pre-tax earnings for the second quarter 1996 increased $13,000 or 3.5% from 1995. This increase was primarily due to continued operating cost reductions which resulted in a decrease in operating expenses of $74,000 or 2.1% from 1995. Total gross margin decreased by $60,000 or 1.5% from 1995 due to a product mix shift towards the lower margin distributed products. INVESTMENT INCOME The Company's investment portfolio generated net dividends and interest income of $6.1 million during the second quarter of 1996, an increase of 15.7% over that reported for the same period in 1995. This increase is primarily attributable to the higher invested asset base from the prior year, as previously discussed. The Company also recognized realized losses of $36,000 during the second quarter of 1996 compared to realized gains of $136,000 in the second quarter of 1995. Interest expense on debt obligations totaled $641,000 for the second quarter of 1996 compared to $843,000 for the same period in 1995. This reduction is due to the December 1, 1995 principal repayment of $5.4 million on the City of Peoria industrial development bonds. INCOME TAXES The Company's effective tax rate for the second quarter 1996 was 29% compared to 28% for the second quarter 1995. The Company's effective tax rate is generally dependent upon the level of non-taxable investment earnings compared to total pre-tax earnings. Non-taxable investment earnings as a percentage of total pre-tax earnings for the second quarter of 1996 decreased 1% from the same period in 1995. As a result of this decrease, the effective tax rate for the second quarter of 1996 has increased slightly. 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings - Not Applicable Item 2. Change in Securities - Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable Item 5. Other Information - Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Not Applicable (b) The Company did not file any reports on Form 8-K during the six months ended June 30, 1996. 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. RLI Corp. /s/Joseph E. Dondanville Joseph E. Dondanville Vice President, Chief Financial Officer (Duly authorized and Principal Financial and Accounting Officer) Date: August 6, 1996 13