1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED JUNE 30, 1996 COMMISSION FILE NO. 0-6764 MOBILE AMERICA CORPORATION (Exact name of registrant as specified in its charter) FLORIDA 59-1218935 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 100 FORTUNE PARKWAY, JACKSONVILLE, FLORIDA 32256 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA (904) 363-6339 CODE N/A 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. . ---- ---- (APPLICABLE ONLY TO CORPORATE ISSUERS) There were 6,260,040 shares of common stock, par value $.025 per share, outstanding as of the close of business on June 30, 1996. 2 PART I MOBILE AMERICA CORPORATION INDEX PAGE ---- Financial Statements: Part I Consolidated Balance Sheets......................................................... 1 Consolidated Statements of Operations............................................... 2 Consolidated Statements of Cash Flows............................................... 3 Consolidated Statements of Changes in Stockholders' Equity.......................... 4 Notes to Financial Statements....................................................... 5-8 Management's Discussion and Analysis of the Consolidated Statements of Operations... 9 Exhibit 11 -- Computations of Earnings Per Share.................................... 10 Part II Other Information, and Signatures................................................... 11 3 MOBILE AMERICA CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 1996 AND DECEMBER 31, 1995 1996 1995 ------------ ------------ ASSETS Investments: Securities held to maturity at amortized cost (fair value $61,555,036 and $52,785,561)...................................................................... $ 62,119,752 $ 52,460,555 Securities available for sale (amortized cost $32,895,015 and $34,644,650).......... 33,223,418 35,690,835 Notes receivable less unearned discount of $74 and $74.............................. 1,174 2,650 Short-term investments.............................................................. 11,599,451 22,470,314 ------------ ------------ Total investments............................................................. 106,943,795 110,624,354 ------------ ------------ Cash.................................................................................. (2,691,223) 6,510,457 Receivables: Insurance premiums.................................................................. 3,272,244 2,563,715 Accrued investment income and other................................................. 1,814,759 1,971,356 Reinsurance......................................................................... 29,637,917 33,822,126 ------------ ------------ Total receivables............................................................. 34,724,920 38,357,197 ------------ ------------ Income taxes: Currently receivable................................................................ -- -- Deferred............................................................................ 1,819,146 760,025 ------------ ------------ Total income taxes............................................................ 1819,146 760,025 ------------ ------------ Prepaid reinsurance premiums.......................................................... 20,961,765 24,260,694 Inventory of mobile homes............................................................. 39,545 39,545 Deferred policy acquisition costs..................................................... (1,998,895) (4,209,840) Property and Equipment: Land, at cost....................................................................... 356,970 356,970 Modular office equipment, at cost less accumulated depreciation of $7,982 and $7,982............................................................................ 3,000 3,000 Equipment and leasehold improvements at cost less accumulated depreciation and amortization of $2,049,184 and $1,953,916......................................... 758,437 630,458 ------------ ------------ Total property and equipment.................................................. 1,118,407 990,428 ------------ ------------ Equity in Pools and Associations...................................................... 4,912,334 4,912,334 Other Assets.......................................................................... 462,891 525,968 ------------ ------------ $166,292,685 $182,771,162 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Insurance loss reserves, including future policy benefits............................. $ 49,187,938 $ 54,645,686 Unearned premiums..................................................................... 37,801,378 39,535,149 Reinsurance funds withheld and balances payable....................................... 21,181,045 26,120,505 Accrued expenses and other liabilities................................................ 11,193,093 15,639,062 Deferred income tax on net unrealized gains on securities available for sale.......... 112,000 355,000 Unearned service fees................................................................. 1,923,775 2,610,902 Note payable.......................................................................... 12,000,000 12,000,000 Current income taxes payable.......................................................... 755,747 551,868 ------------ ------------ Total liabilities............................................................. $134,154,976 $151,458,172 ------------ ------------ Stockholders' equity: Common stock, $.025 par value per share Authorized -- 18,000,000 shares Issued -- 6,720,396 shares.......................... 168,010 168,010 Capital in excess of par value........................................................ 2,686,060 2,686,060 Net unrealized appreciation on securities available for sale net of deferred income taxes............................................................................... 216,403 691,185 Treasury Stock at cost, 460,356 and 460,356 shares.................................... (420,944) (420,944) Retained Earnings..................................................................... 29,488,180 28,188,679 ------------ ------------ Total stockholders' equity.................................................... 32,137,709 31,312,990 ------------ ------------ $166,292,685 $182,771,162 ============ ============ See notes to consolidated financial statements 1 4 MOBILE AMERICA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS QUARTERS ENDED JUNE 30, 1996 AND 1995, SIX MONTHS ENDED JUNE 30, 1996 AND 1995 QUARTERS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ------------------------- ------------------------- 1996 1995 1996 1995 ----------- ----------- ----------- ----------- Revenues: Insurance premiums earned (net of premiums ceded of $13,372,205, $14,906,650, $27,064,138 and $28,077,173)........... $ 9,491,528 $ 6,986,398 $19,102,365 $14,196,275 Investment income......................... 1,672,300 1,340,321 3,309,685 2,564,956 Equipment rentals......................... -- 18,179 -- 39,538 Service fees earned....................... 3,553,546 2,397,195 6,068,112 4,132,062 Other..................................... (3,907) 26,817 7,592 26,817 Sales of modular office equipment......... -- 4,000 -- 8,600 Net realized gains on investments......... 81,255 69,299 222,494 104,553 ----------- ----------- ----------- ----------- Total revenues.................... 14,794,722 10,842,209 28,710,248 21,072,801 ----------- ----------- ----------- ----------- Expenses: Losses and loss adjustment expenses (net of reinsurance recoveries of $14,963,801, $10,236,917, $24,829,162 and $19,909,174)....................... 7,357,383 6,374,375 14,074,895 12,226,792 Policy acquisition costs.................. 750,116 (1,095,173) 2,438,610 (757,869) Salaries and wages........................ 1,498,768 1,228,736 3,273,845 2,587,856 General and administrative................ 1,915,684 1,490,392 3,476,237 2,651,913 Cost of sales of modular office equipment.............................. -- -- -- 44 Interest on note.......................... 251,766 -- 507,266 -- ----------- ----------- ----------- ----------- Total expenses.................... 11,773,717 7,998,330 23,770,853 16,708,736 ----------- ----------- ----------- ----------- Income before provision for income taxes.... 3,021,005 2,843,879 4,939,395 4,364,065 Provision for income taxes: Current................................... 1,513,704 879,444 2,023,704 1,480,103 Deferred.................................. (530,046) 175,000 (555,046) (34,000) ----------- ----------- ----------- ----------- Total provision for income taxes........................... 983,658 1,054,444 1,468,658 1,446,103 ----------- ----------- ----------- ----------- Net income.................................. $ 2,037,347 $ 1,789,435 $ 3,470,737 $ 2,917,962 =========== =========== =========== =========== Earnings per share: Net income................................ $ .32 $ .29 $ .55 $ .47 =========== =========== =========== =========== Weighted average number of common stock and common stock equivalents.................. 6,260,040 6,264,040 6,260,040 6,264,040 =========== =========== =========== =========== See accompanying notes to financial statements. 2 5 MOBILE AMERICA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 ------------ ------------ Cash Flows from Operating Activities: Net Income...................................................... $ 3,470,737 $ 2,917,962 Adjustments to reconcile net income to net cash provided by operating activities: Provisions for depreciation................................ 95,267 109,814 Gain on sale of investments................................ (222,494) (104,553) Increase in insurance premiums receivable.................. (708,529) (3,069,100) (Increase) decrease in accrued investment income and other..................................................... 156,597 (1,091,913) (Increase) decrease in deferred policy acquisition costs... (2,210,945) 70,670 Decrease in prepaid expenses and other assets.............. 63,077 100,693 Decrease in insurance loss reserves........................ (5,457,748) (2,131,569) (Decrease) increase in unearned premiums................... (1,733,771) 1,668,348 Decrease in reinsurance funds held and balances payable.... (4,939,460) (1,215,227) Increase (decrease) in accrued expenses and other liabilities............................................... (4,445,969) 5,795,064 Increase in current income taxes........................... 203,879 1,639,044 Increase in deferred income taxes receivable............... (1,059,121) (34,000) Decrease (increase) in reinsurance premiums receivable..... 4,184,209 (9,630) Decrease in prepaid reinsurance premiums................... 3,298,929 696,596 Increase (decrease) in unearned service fees............... (687,127) 595,115 ------------ ------------ Net cash (used) provided by operating activities........ (9,992,469) 5,937,314 ------------ ------------ Cash Flows from Investing Activities: Net change in short term investments............................ 10,870,863 (2,107,535) Purchase of equity securities................................... (1,522,280) (1,442,591) Sale of equity securities....................................... 984,780 1,145,845 Purchase of modular offices, equipment and leasehold improvements................................................. (227,846) 158,326 Purchase of fixed maturities.................................... (22,187,048) (10,982,527) Sales of fixed maturities....................................... 15,037,480 6,781,287 Notes receivable................................................ 1,476 1,328 Sale of modular offices, equipment and leasehold improvements... 4,600 -- ------------ ------------ Net cash provided in investing activities............... 2,962,025 (6,445,867) ------------ ------------ Cash Flows from Financing Activities: Dividends paid to shareholders.................................. (2,171,236) (946,223) ------------ ------------ Net cash used in financing activities................... (2,171,236) (946,223) ------------ ------------ Net decrease in cash.............................................. (9,201,680) (1,454,776) Cash, beginning year.............................................. 6,510,457 5,479,899 ------------ ------------ Cash, end of period............................................... $ (2,691,223) $ 4,025,123 =========== =========== See notes to consolidated financial statements. 3 6 MOBILE AMERICA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY SIX MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 ----------- ----------- Common Stock: No change during period........................................... $ 168,010 $ 168,010 ----------- ----------- Capital in excess of par value: No change during period........................................... 2,686,060 2,686,060 ----------- ----------- Net unrealized appreciation on securities available for sale: Balance at beginning of period.................................... 691,185 -- Increase.......................................................... (717,782) -- Deferred taxes on unrealized gains.................................. 243,000 -- ----------- ----------- Balance at end of period.......................................... 216,403 -- Net unrealized investment gains (losses) on equity securities: Balance at beginning of period.................................... -- (158,099) Increase (decrease)............................................... -- 227,479 Deferred taxes on unrealized gains................................ -- -- ----------- ----------- Balance at end of period.......................................... -- 69,380 ----------- ----------- Treasury Stock: No change during period........................................... (420,944) (388,441) ----------- ----------- Retained earnings: Balance at beginning of period.................................... 28,188,679 23,306,761 Net income........................................................ 3,470,737 2,917,962 Cash dividends $.35 and $.18 per share............................ (2,171,236) (946,223) ----------- ----------- Balance at end of period.......................................... 29,488,180 25,278,500 ----------- ----------- Total stockholders' equity at end of period......................... $32,137,709 $27,813,509 ========== ========== See notes to consolidated financial statements. 4 7 MOBILE AMERICA CORPORATION NOTES TO FINANCIAL STATEMENTS QUARTERS ENDED JUNE 30, 1996 AND 1995 NOTE 1 In the opinion of the Registrant, the accompanying unaudited, consolidated, condensed financial statements contain all adjustments (consisting of only normal occurring accruals) necessary to present fairly its financial position as of June 30, 1996, and the results of its operations and statement of cash flow for the six months ended June 30, 1996. NOTE 2 The results of operations for the six months ended June 30, 1996 are not necessarily indicative of the results to be expected for the full year. NOTE 3 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Financial Statement Presentation The consolidated financial statements have been prepared on the basis of generally accepted accounting principles which vary from statutory reporting practices prescribed or permitted for insurance companies by regulatory authorities. (b) Principles of Consolidation The accompanying consolidated financial statements include Mobile America Corporation (the Company) and its subsidiaries, all of which are wholly-owned. All significant intercompany transactions have been eliminated in consolidation. (c) Basis of Inventory Valuation Inventories are valued at the lower of cost or market, with cost being determined primarily under the specific identification method. (d) Method for Valuing Investments The Company implemented Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities" as of January 1, 1994. The Company classified its entire fixed maturity investment portfolio as "held to maturity". Accordingly, these investments are reported at amortized cost, adjusted for amortization of premiums or discounts and other than temporary declines in fair value. At December 29, 1995, the Company reassessed the appropriateness of the classifications of all securities held at that time and reclassified from the held to maturity category a portion of the Company's fixed maturity portfolio to the available for sale category. Classifying these securities as available for sale did not impact net income. Common Stock, redeemable preferred stock, bonds and notes not classified as held to maturity are reported at fair value, with unrealized gains and losses reported as a separate component of stockholders' equity. Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. (e) Realized Investment Gains and Losses The cost of securities sold is based upon the specific identification method and any gains or losses are reflected in the accompanying statements of operations. 5 8 MOBILE AMERICA CORPORATION NOTES TO FINANCIAL STATEMENTS QUARTERS ENDED JUNE 30, 1996 AND 1995 -- (CONTINUED) (f) Deferred Policy Acquisition Costs The costs associated with acquiring new insurance contracts have been deferred. Such costs are being amortized over the premium paying period or in proportion to premiums earned on those contracts. (g) Depreciation and Amortization Depreciation and amortization of properties, equipment and leasehold improvements are calculated principally under the straight-line method based on the estimated useful life of the asset for financial reporting purposes. Maintenance and repairs are charged to expenses as incurred; additions and major betterments are capitalized and depreciated. At the time of retirement or other disposition of property, equipment or leasehold improvements, the accounts are relieved of the cost and the related accumulated depreciation and any gains or losses are reflected in income. (h) Insurance Contracts The insurance contracts accounted for in these financial statements include both short-duration contracts and long-duration contracts. Short-duration contracts provide insurance protection for a fixed period of short duration and enable the insurer to cancel the contract or to adjust the provisions at the end of any contract period. Most property-liability insurance contracts and certain term life insurance contracts, such as credit life insurance, are short-duration contracts. Long-duration contracts generally are not subject to unilateral changes in their provisions and require the performance of various functions and services, including insurance protection, for an extended period. Long-duration contracts include whole-life contracts and guaranteed renewable term life contracts. Accident and health insurance contracts may be short-duration or long-duration depending on whether the contracts are expected to remain in force for an extended period. The Company has not issued any participating policies. (i) Insurance Loss Reserves The liability for future policy benefits of long-duration contracts has been provided for on a net level premium method based on estimated investment yields, withdrawals, mortality, terminations, morbidity, and other assumptions which were appropriate at the time the contracts were issued. Such estimates were based on past experience as adjusted to provide for possible adverse deviation from the estimates. Interest assumptions are based on historical assumptions and experience, and range from 3% to 4.5% at June 30, 1996. The liabilities for unpaid claims of short-duration contracts and related adjustment expenses are determined using case basis evaluations and statistical analysis and represent estimates of the ultimate net cost of all reported and unreported claims relating to insured events which are unpaid at the balance sheet date. The liabilities include estimates of future trends in claims severity and frequency and other factors which could vary as the claims are ultimately settled. Although such estimates may vary, management believes that the liabilities for unpaid claims and related adjustment expenses are adequate. The estimates are continually reviewed, and as adjustments to these liabilities become necessary, they are reflected in current operations. (j) Recognition of Premium Revenues and Costs Premiums for long-duration contracts are recognized as revenues when due from the policyholders. A liability for the expected costs relating to such long-duration contracts is accrued over the current and expected renewal periods. Premiums for short-duration contracts are recognized as revenues over the period of the contract in proportion to the amount and duration of insurance protection provided. 6 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Total consolidated revenues increased by 36% from $21,072,801 for the first six months of 1995 to $28,710,248 for the first six months of 1996. Insurance premiums earned increased 35% from $14,196,275 in the first six months of 1995 to $19,102,365 for the first six months of 1996, principally due to a 14% decrease in the reinsurance cession rate effective January 1, 1996 and a fourth quarter 1995 premium rate increase in the core personal injury protection and property damage liability business of the Registrant's principal property and casualty insurance subsidiary. Investment income increased from $2,564,956 for the first six months of 1995 to $3,309,685 during the first six months of 1996, an increase of 29%. This increase is attributable to an increase in invested assets, a shift from lower-yielding short-term investments to higher-yielding investments with average maturities of three to four years, and an overall increase in investment yields. Net realized gains from the sale of investments increased from $104,553 during the first six months of 1995 to $222,494 during the comparable period of 1996. Service fees earned increased 47% from $4,132,062 in the first six months of 1995 to $6,068,112 during the same period in 1996 due to an increase in policies administered on a fee-for-service basis for the State of Florida's Joint Underwriting Associations. Consolidated expenses increased by 42% from $16,708,736 during the first six months of 1995 to $23,770,853 during the first six months of 1996. This increase is due to the reduction in the reinsurance cession rate and a reduction in the reinsurance ceding commission rate. These changes result in the Company retaining higher exposure to losses and loss adjustment expenses, which is offset by higher earned premiums as noted previously, and receiving lower ceding commission margins which offset policy acquisition costs. The increase in salaries and wages and general and administrative expenses results from additional costs associated with administrating the growth in the Florida Joint Underwriting Association business and the increase in business within the Registrant's core insurance business. Interest on Note relates to a $12,000,000 loan consummated during the fourth quarter of 1995. The note accrues interest at the 30 day LIBOR rate plus 275 basis points and is paid monthly. The Registrant maintains sufficient liquidity to meet operational needs. Cash dividends and capital expenditure requirements are provided by funds generated from operations and investing activities. The Registrant's investment policy continues to emphasize higher quality securities matched closely with the Registrant's short liability duration. 7 10 PART II OTHER INFORMATION ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 11. Unaudited computations of earnings per share. 27. Financial Data Schedule (for SEC use only). (b) Reports on Form 8K No reports on form 8K were filed for the quarter ended June 30, 1996. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MOBILE AMERICA CORPORATION Registrant By: /s/ -------------------------------------- By: /s/ THOMAS L. STINSON -------------------------------------- Thomas L. Stinson Vice President Financial Reporting August 14, 1996 Date 8