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 September 30, 1997 ------------------------------------------- or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to --------------- --------------- Commission File Number: 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 November 6, 1997 the number of shares outstanding of the registrant's Common Stock was 9,248,154. Page 1 of 15 PART I Item 1. Financial Statements RLI Corp. and Subsidiaries Condensed Consolidated Statement Of Earnings (Unaudited) For the Three-Month Period Ended September 30, 1997 1996 (Restated) ----------- ----------- Net premiums earned $35,895,116 $32,294,530 Net investment income 6,246,661 5,819,777 Net realized investment gains 544,529 37,671 ----------- ----------- 42,686,306 38,151,978 ----------- ----------- Losses and settlement expenses 15,224,756 16,305,490 Policy acquisition costs 11,318,719 7,445,513 Insurance operating expenses 4,522,323 3,944,794 Interest expense on debt 115,489 696,860 General corporate expenses 975,447 706,744 ----------- ----------- 32,156,734 29,099,401 ----------- ----------- Equity in earnings of unconsolidated investee 319,148 354,186 ----------- ----------- Earnings before income taxes 10,848,720 9,406,763 Income tax expense 2,952,000 2,608,086 ----------- ----------- Net earnings $ 7,896,720 $6,798,677 ============ ============= Net earnings per share: Primary $0.88 $0.86 Fully diluted $0.85 $0.75 Weighted average number of common shares outstanding Primary 8,943,826 7,902,507 Fully diluted 9,366,903 9,671,738 Cash dividends declared per common share $0.15 $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 Nine-Month Period Ended September 30, 1997 1996 (Restated) ------------ ------------ Net premiums earned $104,935,103 $ 96,851,771 Net investment income 18,267,558 17,639,076 Net realized investment gains 2,839,013 142,791 ------------ ------------ 126,041,674 114,633,638 ------------ ------------ Losses and settlement expenses 46,578,496 51,243,514 Policy acquisition costs 32,212,878 22,952,519 Insurance operating expenses 13,068,816 11,143,020 Interest expense on debt 1,496,573 2,108,774 General corporate expenses 2,820,156 2,295,309 ------------ ------------ 96,176,919 89,743,136 ------------ ------------ Equity in earnings of unconsolidated investee 859,604 714,597 ------------ ------------ Earnings before income taxes 30,724,359 25,605,099 Income tax expense 8,288,185 6,909,863 ------------ ------------ Net earnings $ 22,436,174 $ 18,695,236 ============ ============= Net earnings per share: Primary $2.77 $2.36 Fully diluted $2.49 $2.08 Weighted average number of common shares outstanding Primary 8,093,893 7,915,000 Fully diluted 9,409,475 9,684,231 Cash dividends declared per common share $0.44 $0.41 The accompanying notes are an integral part of the financial statements. 3 RLI Corp. and Subsidiaries Condensed Consolidated Balance Sheet September 30, December 31, ASSETS 1997 1996 Investments ------------ ------------- Fixed maturities (Unaudited) Held-to-maturity, at amortized cost $286,558,385 $263,282,430 Trading, at fair value 9,612,003 0 Available-for-sale, at fair value 37,689,079 44,904,303 Equity securities, at fair value 233,779,850 188,935,360 Short-term investments, at cost which approximates fair value 4,584,022 40,823,967 ----------- ------------- Total investments 572,223,339 537,946,060 Cash 0 0 Accrued investment income 5,932,567 5,835,885 Premiums and reinsurance balances receivable 43,060,340 37,166,516 Ceded unearned premiums 47,967,537 53,705,078 Reinsurance balances recoverable on unpaid losses 168,643,208 165,017,149 Deferred policy acquisition costs 22,831,124 16,663,603 Property and equipment 12,089,371 12,126,552 Investment in unconsolidated investee 13,524,413 8,970,691 Other assets 12,224,491 8,042,250 ----------- ------------ TOTAL ASSETS $898,496,390 $845,473,784 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Unpaid losses and settlement expenses $414,302,522 $405,801,220 Unearned premiums 129,964,144 129,781,639 Reinsurance balances payable 19,482,859 23,699,837 Long-term debt: Convertible debentures 0 46,000,000 Income taxes-current 2,539,914 2,134,692 Income taxes-deferred 31,562,001 17,170,687 Other liabilities 20,931,763 20,846,348 ----------- ------------ TOTAL LIABILITIES 618,783,203 645,434,423 ----------- ------------ Shareholders' Equity: Common stock ($1 par value, authorized 50,000,000 shares, issued 8,453,449 shares at 12/31/96 and 10,224,223 shares at 9/30/97) 10,224,223 8,453,449 Other shareholders' equity 286,706,591 197,464,904 Less: Treasury shares at cost (631,719 shares at 12/31/96) (940,077 shares at 9/30/97) (17,217,627) (5,878,992) ----------- ------------ TOTAL SHAREHOLDERS' EQUITY 279,713,187 200,039,361 ----------- ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $898,496,390 $845,473,784 ============ ============ 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 Nine-Month Period Ended September 30, -------------------------- 1997 1996 (Restated) ------------- ------------- Net cash provided by operating activities $ 7,704,628 $ 13,319,097 ------------- ------------- Cash Flows from Investing Activities Investments purchased (67,935,913) (40,284,926) Investments sold 12,572,571 5,391,924 Investments called or matured 28,066,592 13,850,750 Net decrease in short-term investments 36,239,946 11,203,942 Net property and equipment purchased ( 1,736,419) ( 1,618,474) ------------- ------------- Net cash from (used in) investing activities 7,206,777 (11,456,784) ------------- ------------- Cash Flows from Financing Activities Cash dividends paid ( 3,604,004) ( 3,240,690) Payments on debt 0 ( 1,200,000) Change in contributed capital 32,445 0 Fractional Shares Paid ( 1,211) 0 Treasury shares reissued 0 2,194,653 Treasury shares purchased (11,338,635) ( 2,346,384) ------------- ------------- Net cash (used in) financing activities (14,911,405) ( 4,592,421) ------------- ------------- Net increase (decrease) in cash 0 ( 2,730,108) ------------- ------------- Cash at the beginning of the year 0 3,506,945 ------------- ------------- Cash as of September 30 $ 0 $ 776,837 ============= ============== 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 1996 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, 1996 has been derived from, and does not include all the disclosures contained in the audited consolidated financial statements for the year ended December 31, 1996. 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 nine month periods ended September 30, 1997 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. As previously reported in RLI Corp.'s Form 10-K filed for the period ended December 31, 1996, on December 1, 1996, RLI Vision Corp., the Company's wholly-owned optical goods distributor, merged with Hester Enterprises, Inc., the manufacturer of Maui Jim sunglasses. The Company retained a 34% minority interest in the combined entity, renamed Maui Jim, Inc. The Company accounted for this merger as a non-monetary exchange of ownership interests with no gain or loss recognized. As a result of the merger, the Company has presented its minority interest in Maui Jim, Inc. under the equity method of accounting beginning December 1, 1996. Additionally, for comparative purposes, the Company has restated prior period financial information to present its 100% ownership in RLI Vision Corp. under the equity method. This restatement is a change in presentation only and has no impact on earnings. In January 1997, the Company paid $3,694,119 for an additional 10% ownership interest in Maui Jim, Inc., bringing the Company's total minority interest in Maui Jim, Inc. to 44%. The accompanying financial data should be read in conjunction with the notes to the financial statements contained in the 1996 10-K Annual Report. 6 2. INDUSTRY SEGMENT INFORMATION - Selected information by industry segment for the nine months ended September 30, 1997 and 1996 is presented below. SEGMENT DATA - (in thousands) EARNINGS (LOSS) BEFORE REV. TAXES ASSETS 1997 ------- -------- ------ RLI Insurance Group--Property $ 44,994 $ 14,580 $862,383 RLI Insurance Group--Casualty 51,927 ( 1,936) RLI Insurance Group--Surety 8,014 431 Net investment income 18,268 18,268 Net realized investment gains 2,839 2,839 General corporate & interest expense -- (4,317) 22,589 Equity in earnings of unconsolidated investee -- 860 13,524 -------- --------- -------- Consolidated $126,042 $ 30,725 $898,496 ======== ========= ======== 1996 (restated) RLI Insurance Group--Property $ 35,502 $ 13,531 $808,498 RLI Insurance Group--Casualty 58,599 (1,510) RLI Insurance Group--Surety 2,751 ( 508) Net investment income 17,639 17,639 Net realized investment gains 143 143 General corporate & interest expense -- (4,404) 14,805 Equity in earnings of unconsolidated investee -- 715 8,570 -------- --------- -------- Consolidated $114,634 $ 25,606 $831,873 ======== ========= ======== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This discussion and analysis may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. OVERVIEW RLI Corp. (the Company) is a holding company that, through its subsidiaries, underwrites selected property and casualty insurance products. The most significant operation is RLI Insurance Group (the Group), which provides specialty property and casualty coverages for primarily commercial risks. The Group accounted for 83% of the Company's total revenue for the nine months ended September 30, 1997. 7 NINE MONTHS ENDED SEPTEMBER 30, 1997, COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1996 Consolidated gross sales, which consist of gross premiums written, net investment income and realized investment gains (losses) totaled $233.2 million for the first nine months of 1997, up 3.2% from the same period in 1996. This modest improvement was the result of a 1.9% increase in gross sales of the insurance group, as detailed in the discussion of RLI Insurance Group that follows. Net investment income grew, as well, posting a 3.6% improvement over 1996 levels. Consolidated revenue increased $11.4 million, or 10.0%, from the same period in 1996. Net premiums earned for the first nine months of 1997 were up $8.1 million, or 8.3%, compared to the same period in 1996, as property and surety revenue showed marked improvement. Additionally, realized investment gains were $2.7 million higher than 1996. The sale of certain equity securities and real estate during the first nine months of 1997 accounted for this increase. The net after-tax earnings for the first nine months of 1997 totaled $22.7 million, $2.49 per fully-diluted share, compared to $18.7 million, $2.08 per fully-diluted share, for the same period in 1996. The increase in net earnings is attributable to strong property and surety underwriting results and increased net investment income and investment gains. RLI INSURANCE GROUP Gross premiums written for the first nine months of 1997 totaled $212.0 million, compared to $208.1 million reported for the same period in 1996. Property premiums increased to $110.8 million for the first nine months of 1997, compared to $105.0 million for the same period in 1996. The addition of the Hawaiian Homeowners business in March of 1997 fueled this growth. As part of the purchase agreement with the Hawaii Property Insurance Association, RLI Insurance Group assumed $10.7 million in written premium. Since March, an additional $2.0 million in premium has been assumed and $4.6 million has been written directly by the Group, for total premium writings of $17.3 million from this book as of September 30, 1997. It is anticipated that the Hawaiian book will provide an additional $10.0 to $12.0 million in gross written premium on an annual basis. The Company's surety book also posted substantial growth in the first nine months of 1997. Direct writings for surety improved to $19.1 million versus $6.8 million for the same period in 1996. This increase is primarily the result of the implementation of two new contract surety programs in the second quarter of 1996. The increased writings on the property and surety books were partially offset by declines in the Company's casualty book. Gross written premium on the casualty book declined $14.2 million to $82.1 million when compared to the same period in 1996. General Liability, Employers Indemnity, and Directors and Officers Liability accounted for $8.8, $4.2, and $2.6 million, respectively, of this decline, as continued less favorable pricing and soft market conditions have resulted in the non- renewal of certain accounts which cannot be underwritten profitably. Net premiums written for the first nine months of 1997 increased $10.6 million, or 10.5%, from the same period in 1996. Of this increase, $13.7 million related to the property book. Net property writings increased $16.9 million with the addition of the Hawaiian Homeowners business. This increase, however, was offset by a $3.4 million decline in Difference-In- 8 Conditions net writings. This decline was primarily due to the change in booking ceded premium from a written premium basis to an earned premium basis on California Excess of Loss treaties in 1996. Ceded premiums and unearned premiums were adjusted proportionally downward causing net premiums to be higher in 1996 compared to 1997. The Company's surety book posted net premium written of $10.8 million, a $6.1 million improvement over the same period in 1996. The improvements experienced in property and surety, however, were offset by a $9.2 million decline in net casualty writings related to the less favorable pricing and market conditions as mentioned previously. Net premiums earned of $104.9 million in the first nine months of 1997 represents an $8.1 million, or 8.3%, increase over the same period in 1996. Earned premiums associated with the Hawaiian Homeowners business caused property to improve $9.5 million over 1996 levels. With the addition of the two new programs, as mentioned previously, the surety book improved, as well, posting a $5.3 million increase over 1996 levels. Earned premiums on the casualty book, however, declined by $6.7 million due to the decline in writings as mentioned previously. The Group's pretax earnings totaled $13.1 million for the first nine months of 1997 compared to pretax earnings of $11.5 million for the same period in 1996. The property book contributed to this improvement posting $14.6 million in pretax earnings in 1997 compared to $13.5 million for the same period of 1996. 1996 property earnings were reduced by $2.2 million, or $.15 per fully-diluted share, due to winter storm losses on the east coast. In 1997, however, only $200,000, or $.01 per share, were reported from eastern winter storm losses. Surety showed improvement, as well, reporting a pretax profit of $431,000 compared to a pretax loss of $508,000 for the same period in 1996. This translates into surety's third consecutive quarter of operating profits and is directly in line with the original business plan for this division. The improvement experienced in property and surety was partially offset by a decline in earnings on the casualty book. Casualty posted a pretax loss of $1.9 million for the first nine months of 1997 compared to a pretax loss of $1.5 million for the same period in 1996. The GAAP combined ratio through the first nine months of 1997 was 87.6 compared to 88.1 for the same period in 1996. The loss ratio decreased to 44.4 for the first nine months of 1997 compared to 52.9 for the same period in 1996. This decrease was driven by improvements in property, casualty, and surety loss ratios. The property book reported a loss ratio of 20.0 for the first nine months of 1997 compared to 22.2 for the same period in 1996. The decline in losses reported from eastern winter storms, as mentioned previously, was the primary driver of this improvement. The casualty book reported a loss ratio of 69.0 in 1997 compared to 72.6 in 1996. The higher loss ratio in 1996 was the result of $2.2 million in General Liability reserve strengthening on the 1994 through 1996 accident years. Additionally, the surety book reported a loss ratio of 21.9% in 1997 compared to 29.7% in 1996. Surety losses in 1996 were impacted by $200,000 in reserve strengthening on the Company's miscellaneous surety program. The Company's expense ratio increased to 43.2 for the first nine months of 1997, up from 35.2 for the same period in 1996. This increase was primarily related to commissions associated with the acquisition of the Hawaiian Homeowners business. The $12.7 million 9 in assumed premium on the Hawaiian book was purchased at a commission rate of 65.4. New business, directly written by the Company, however, will carry a commission rate between 17% and 20%. As a result, the property book's expense ratio increased to 47.6 for the first nine months of 1997 compared to 39.6 for the same period in 1996. The casualty book, as well, showed an increase in expense ratio to 34.7 in 1997 from 30.0 in 1996. Despite only a $453,000 increase in total expense between periods, the $6.8 million decline in earned premiums in 1997 compared to 1996 contributed to the increase in casualty's expense ratio. The surety book, however, posted an improvement in expense ratio, decreasing to 72.7 in 1997 from 88.8 in 1996. The tremendous growth in surety earned premiums, as discussed previously, coupled with expense control measures, contributed to this improvement. INVESTMENT INCOME The Company's investment portfolio generated net dividends and interest income of $18.3 million during the first nine months of 1997, an increase of 3.6% over that reported for the same period in 1996. This increase is the result of a higher invested asset base for the nine months ended September 30, 1997 compared to the same period in 1996. Invested assets at September 30, 1997 increased by $34.3 million, or 6.4%, from December 31, 1996. Short-term investments, however, declined by $36.2 million from December 31, 1996 due primarily to the funding of reinsurance obligations, operating needs, and the stock repurchase program, which is discussed further in the Liquidity and Capital Resources section to follow. In addition, the Company recognized realized investment gains of $2.8 million in the first nine months of 1997 compared to $143,000 for the same period in 1996. Capital gains have increased over 1996 levels due to the sale of real estate and certain equity securities. Capital gains associated with sale of real estate amounted to $775,000. The remaining gains related to the sale of certain equity securities deemed to have reached their full potential. The Company's fixed income portfolio consisted entirely of securities rated A or better and 98% were rated AA or better. The year-to-date yields on the Company's fixed income investments for the nine month periods ended September 30, 1997 and 1996 have remained relatively flat and are as follows: 1997 1996 ---- ---- Taxable 6.91% 6.94% Non-taxable 4.99% 4.98% The Company's available-for-sale portfolio of debt and equity securities had net unrealized gains before tax of $41.8 million in the first nine months of 1997 compared to net unrealized gains before tax of $12.8 million for the same period in 1996. During the second and third quarters of 1997, the stock market rallied from the correction experienced in March of 1997. This rally resulted in the Company recording $26.1 million in net unrealized gains before tax for the three months ended June 30, 1997 and $15.7 million in unrealized gains before tax for the three months ended September 30, 1997. 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 $119.3 million and $77.5 million at September 30, 1997 and December 31, 1996, respectively. 10 Interest expense on debt obligations decreased to $1.5 million for the first nine months of 1997, a $600,000 drop from the same period in 1996. This reduction is due to the July 21, 1997 conversion of the $46.0 million convertible debentures into RLI common stock, as discussed further in the Liquidity and Capital Resources section to follow. INCOME TAXES The Company's effective tax rate for the first nine months of 1997 and 1996 was 27%. 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 nine months of 1997 and 1996 as a result of the following: 1997 1996 Amount % Amount % ------ --- ------ --- Provision for income taxes at the statutory rate of 35% $10,753,526 35% $ 8,961,785 35% Increase (reduction) in taxes resulting from: Tax exempt interest income (1,367,868) ( 4%) (1,145,440) ( 4%) Dividends received deduction ( 990,358) ( 3%) ( 901,518) ( 4%) Dividends paid deduction ( 178,512) ( 1%) ( 193,687) ( 1%) Other items, net 71,397 -- 188,723 1% ---------- ---- ---------- ---- Total tax expense $ 8,288,185 27% $ 6,909,863 27% LIQUIDITY AND CAPITAL RESOURCES Historically, the primary sources of the Company's liquidity have been funds generated from insurance premiums and investment income (operating activities) 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. During the first nine months of 1997, the Company repurchased 308,358 of its outstanding shares at a cost of $11.3 million. Continuation of the share repurchase program will be funded by internal capital and short-term borrowings. These treasury shares are reflected as a separate component of equity. On June 20, 1997, the Company announced that it was calling for redemption all of its outstanding 6% convertible debentures that were to mature July 15, 2003. The $46.0 million bond issue was to be redeemed for cash on July 22, 1997 at 103% of its principal amount, plus accrued interest. Holders of the debenture had the option to convert, at any time prior to the close of business on July 21, 1997, the debentures at an exchange rate of 38.4615 shares of RLI common stock for each $1,000 principal amount of convertible debt ($26.00 per share conversion price). On July 24, 1997, the Company announced that the entire $46.0 million had been converted into RLI common stock. This conversion created an additional 1,769,199 new shares of RLI common stock. 11 At September 30, 1997 the Company had short-term investments, cash and other investments maturing within one year, of approximately $22.3 million and additional investments of $124.1 million maturing within five years. The Company maintains two sources of credit from one financial institutions: one $10.0 million secured and committed line of credit that cannot be canceled during its annual term; and a $3.0 million secured line of credit available for the issuance of letters of credit. Both lines were unused at September 30, 1997. 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. THREE MONTHS ENDED SEPTEMBER 30, 1997, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1996 Consolidated gross sales, totaled $72.3 million for the third quarter of 1997, down 5.1% from the same period in 1996. This decline was the result of a 6.9% decrease in gross sales of the insurance group, as detailed in the discussion of RLI Insurance Group that follows. Partially offsetting this decline, both net investment income and investment gains showed improvement. Consolidated revenue for the third quarter of 1997 increased $4.5 million, or 11.9%, from the same period in 1996. Net premiums earned in the third quarter of 1997 were up 11.1% compared to 1996, as surety writings showed marked improvement, and the Hawaiian homeowner's book provided additional earned premium. The net after-tax earnings for the third quarter of 1997 totaled $7.9 million, $0.85 per fully-diluted share, compared to $6.8 million, $0.75 per fully- diluted share, for the same period in 1996. The increase in net earnings is attributable to continued strong property and surety underwriting results and increased net investment income and investment gains. RLI INSURANCE GROUP Gross premiums written in the third quarter of 1997 totaled $65.4 million, compared to $70.3 million reported for the same period in 1996. Property premiums declined $2.4 million from 1996 levels to $32.1 million for the third quarter of 1997. Hawaiian Homeowners business added $2.9 million in written premium. This increase, however, was offset by declines in Difference-In- Condition and Property-Fire of $3.8 and $1.5 million, respectively. The Company's casualty book posted a $5.4 million decline in writings, as well, as soft market conditions have resulted in the non-renewal of certain accounts which cannot be underwritten profitably. The Company's surety book, however, posted premium growth in the third quarter of 1997. Direct writings for surety improved to $6.7 million compared to $3.8 million for the same period in 1996. 12 Net premiums written for the third quarter of 1997 improved slightly to $33.0 million, up 1.4% from the same period in 1996. Net property writings increased $2.9 million with the addition of the Hawaiian Homeowners business. The Company's surety book posted net premium written of $3.8 million, a $1.6 million improvement over the same period in 1996. The improvements experienced in property and surety, however, were offset by a $4.0 million decline in net casualty writings related to the less favorable pricing and market conditions mentioned previously. Net premiums earned of $35.9 million in the third quarter of 1997 represents a $3.6 million, or 11.1%, increase over the same period in 1996. Earned premiums associated with the Hawaiian Homeowners business caused property to improve $5.0 million over third quarter 1996 levels. The surety book improved, as well, posting a $2.1 million increase over 1996 levels. Earned premiums on the casualty book, however, declined by $3.5 million due to the decline in writings mentioned previously. The Group's pretax earnings totaled $4.8 million for the third quarter of 1997 compared to pretax earnings of $4.6 million for the same period in 1996. The GAAP combined ratio for the third quarter of 1997 was 86.5 compared to 85.8 for the same period in 1996. The loss ratio decreased to 42.4 for the third quarter of 1997 from 50.5 for the same period in 1996. The casualty and surety books accounted for this improvement. The casualty loss ratio declined to 67.7 in third quarter 1997 compared to 71.3 for the same period in 1996. Additionally, the surety book's loss ratio declined to 22.6 in third quarter 1997 compared to 31.2% for the same period in 1996. Surety losses in 1996 were impacted by reserve strengthening on the miscellaneous surety program, as mentioned previously. The Company's expense ratio increased to 44.1 for the third quarter of 1997 from 35.3 for the third quarter of 1996. This increase was primarily related to commissions and expenses associated with the Hawaiian Homeowners business. These expenses contributed to the increase in property's expense ratio to 46.3 in the third quarter of 1997 from 39.4 in the third quarter of 1996. The casualty book, as well, showed an increase in expense ratio to 36.3 in 1997 compared to 30.2 in 1996. Despite only a $80,000 increase in total expense between periods, the $3.5 million decline in earned premiums in 1997 compared to 1996 contributed to the increase in the expense ratio. The surety book, however, posted an improvement in expense ratio, decreasing to 72.7 in 1997 from 81.5 in 1996. The tremendous growth in surety earned premiums, as discussed previously, coupled with expense control measures, contributed to this improvement. INVESTMENT INCOME The Company's investment portfolio generated net dividends and interest income of $6.2 million during the third quarter of 1997, compared to $5.8 million reported for the same period in 1996. In addition, the Company recognized realized investment gains of $545,000 in the third quarter of 1997 compared to a $38,000 for the same period in 1996. 13 INCOME TAXES The Company's effective tax rate for the third quarter of 1997 and 1996 was 27% and 28%, respectively. 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 three months ending September 30, 1997 and 1996 as a result of the following: 1997 1996 Amount % Amount % ------ --- ------ --- Provision for income taxes at the statutory rate of 35% $ 3,797,052 35% $ 3,292,367 35% Increase (reduction) in taxes resulting from: Tax exempt interest income ( 476,853) ( 4%) ( 394,982) ( 4%) Dividends received deduction ( 328,787) ( 3%) ( 308,525) ( 3%) Dividends paid deduction ( 59,015) ( 1%) ( 64,842) ( 1%) Other items, net 19,603 -- 84,068 1% ---------- ---- ---------- ---- Total tax expense $ 2,952,000 27% $ 2,608,086 28% 14 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 PART II - OTHER INFORMATION (Continued) 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 September 30, 1997. 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: November 7, 1997 15