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 March 31, 1997 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 code (904) 363-6339 ---------------- 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 6,236,316 shares of common stock, par value $.025 per share, outstanding as of the close of business on May 10, 1997. 2 PART I MOBILE AMERICA CORPORATION INDEX Financial Statements: Page Part I Unaudited Consolidated Balance Sheets 1 Unaudited Consolidated Statements of Operations 2 Unaudited Consolidated Statements of Cash Flows 3 Unaudited Consolidated Statements of Changes in Stockholders' Equity 4 Notes to Financial Statements 5-7 Management's Discussion and Analysis of the Unaudited Consolidated Statements of Operations 8 Part II Other Information, and Signatures 9 3 MOBILE AMERICA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS March 31, 1997 and December 31, 1996 ASSETS 1997 1996 - --------------------------------------------------------------------- Investments: Securities held to maturity at amortized cost (fair value $49,387,763 and $48,991,063) $49,929,973 $49,094,824 Securities available for sale at fair value (amortized cost $37,644,411 and $38,651,393) 37,608,061 38,955,502 Notes receivable less unearned discount 157 157 Short-term investments 13,516,487 22,231,475 --------------------------- Total investments 101,054,678 110,281,958 --------------------------- Cash 4,737,634 1,802,644 Receivables: Insurance premiums 3,351,583 3,916,439 Accrued investment income and other 1,675,917 1,601,798 Reinsurance on paid losses 69,600 31,935 Reinsurance 22,085,239 27,638,632 --------------------------- Total receivables 27,182,339 33,188,804 --------------------------- Deferred income tax 2,071,526 2,043,257 Prepaid reinsurance premiums 20,175,829 20,347,436 Inventory of mobile homes 27,878 27,878 Deferred policy acquisition costs (2,569,814) (2,734,995) Property and Equipment: Land, at cost 524,043 524,043 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 $2,114,396 and $2,070,009 635,989 544,663 --------------------------- Total property and equipment: 1,163,032 1,071,706 --------------------------- Equity in Pools and Associations 1,185,843 1,185,843 Other Assets 733,426 872,370 --------------------------- $155,762,371 $168,086,901 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996 - -------------------------------------------------------------------------- Insurance loss reserves, including future policy benefits $40,038,179 $47,695,655 Unearned premium 38,485,533 38,118,629 Reinsurance funds withheld and balances payable 11,942,819 17,353,367 Accrued expenses and other liabilities 17,111,656 15,636,751 Deferred income tax on net unrealized gains on securities available for sale 0 103,397 Unearned service fee 1,117,020 1,329,632 Note payable 12,000,000 12,000,000 Current income taxes payable 265,140 (327,551) --------------------------- Total liabilities 120,960,347 131,909,880 --------------------------- 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 2,729,588 2,729,588 Net unrealized gain (loss) on securities available for sale net of deferred income taxes (36,351) 200,712 Treasury Stock at cost, 484,080 and 465,356 shares (740,332) (510,122) Retained Earnings 32,681,109 33,588,833 --------------------------- Total stockholders' equity 34,802,024 36,177,021 --------------------------- $155,762,371 $168,086,901 =========================== See notes to consolidated financial statements. 4 MOBILE AMERICA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS QUARTERS ENDED MARCH 31, 1997 AND 1996 1997 1996 ------------- ----------- Revenues: Insurance premiums earned net of premiums ceded of $12,452,172 and $13,691,933 $11,427,003 $9,610,837 Service fees earned 2,283,061 2,514,566 Investment income 1,519,520 1,637,385 Other 4,540 11,499 Net realized gains on investments 15,496 141,239 ----------- ---------- Total revenues 15,249,620 13,915,526 ----------- ---------- Expenses: Losses and loss adjustment expenses, net of reinsurance recoveries of $9,380,374 and $9,865,361 8,621,388 7,070,196 Policy acquisition costs 1,090,490 1,688,494 Salaries and wages 2,083,021 1,775,077 General and administrative 981,862 1,207,869 Interest expense 250,094 255,500 ----------- ---------- Total expenses 13,026,855 11,997,136 ----------- ---------- Income before provision for income taxes 2,222,765 1,918,390 ----------- ---------- Provision (benefit) for income taxes: Current 684,342 510,000 Deferred (28,269) (25,000) ----------- ---------- Total provision for income taxes 656,073 485,000 ----------- ---------- Net income $1,566,692 $1,433,390 =========== ========== Earnings per share: Net income $0.25 $0.23 =========== ========== Weighted average number of common stock and common stock equivalents 6,236,316 6,260,040 =========== ========== See notes to consolidated financial statements. -2- 5 MOBILE AMERICA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS QUARTERS ENDED MARCH 31, 1997 AND 1996 1997 1996 ------------ ------------ Cash Flows from Operating Activities: Net Income $ 1,566,692 $ 1,433,390 Adjustments to reconcile net income to net cash used by operating activities: Provision for depreciation 35,434 48,506 Gain on sale of investments (15,496) (141,239) Decrease (Increase) in insurance premiums receivable 564,856 (137,624) Increase in accrued investment income and other (74,119) (198,302) Decrease in prepaid reinsurance premiums 171,607 2,500,055 Decrease in reinsurance receivable 5,515,728 2,674,954 Increase in deferred policy acquisition costs (165,181) (1,099,873) Decrease in prepaid expenses and other assets 138,944 15,572 Decrease in insurance loss reserves (7,657,476) (3,517,561) Increase (decrease) in unearned premium 366,904 (2,579,044) Decrease in reinsurance funds held and balances payable (5,410,548) (2,551,617) Increase in accrued expenses and other liabilities 1,474,905 2,437,809 Increase (Decrease) in current income taxes 592,691 (51,000) Increase in deferred income taxes (28,269) (25,000) (Decrease) Increase in unearned service fees (212,612) 14,160 ------------ ------------ Net cash used by operating activities ($ 3,135,940) ($ 1,176,814) ------------ ------------ Cash Flows from Investing Activities: Net change in short term investments 8,714,988 6,766,341 Purchase of investments (4,874,297) (17,558,439) Proceeds from sale and maturity of investments 5,061,625 10,319,223 Purchase of property and equipment (126,760) 31,594 Sale of modular offices and equipment 0 (4,600) Notes receivable 0 474 ------------ ------------ Net cash provided (used) in investing activities 8,775,556 (445,407) ------------ ------------ Cash Flows from Financing Activities: Purchase of Treasury Stock (230,210) 0 Dividends paid to stockholders (2,474,416) (2,171,236) ------------ ------------ Net cash used in financing activities (2,704,626) (2,171,236) ------------ ------------ Net increase in cash 2,934,990 (3,793,457) Cash, beginning year 1,802,644 6,510,457 ------------ ------------ Cash, end of year $ 4,737,634 $ 2,717,000 ============ ============ See notes to consolidated financial statements. -3- 6 MOBILE AMERICA CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY QUARTERS ENDED MARCH 31, 1997 AND 1996 1997 1996 ------------ ------------ Common Stock: No change during period $ 168,010 $ 168,010 ------------ ------------ Capital in excess of par value: No change during period 2,729,588 2,686,060 ------------ ------------ Net unrealized gain (loss) on securities available for sale: Balance at beginning of period 200,712 691,185 Increase (decrease) (340,460) (501,483) Deferred taxes on unrealized gains 103,397 170,000 ------------ ------------ Balance at end of period (36,351) 359,702 ------------ ------------ Treasury Stock: Balance at beginning of period (510,122) (420,944) Purchases of 18,724 and 0 shares (230,210) 0 ------------ ------------ Balance at end of period (740,332) (420,944) ------------ ------------ Retained earnings: Balance at beginning of period 33,588,833 28,188,679 Net income 1,566,692 1,433,390 Cash dividends $.40, and $.35 per share (2,474,416) (2,171,236) ------------ ------------ Balance at end of period 32,681,109 27,450,833 ------------ ------------ Total stockholders' equity at end of period $ 34,802,024 $ 30,243,661 ============ ============ See notes to consolidated financial statements. -4- 7 MOBILE AMERICA CORPORATION NOTES TO FINANCIAL STATEMENTS QUARTERS ENDED MARCH 31, 1997 AND 1996 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 March 31, 1997, and the results of its operations and statement of cash flow for the three months ended March 31, 1997. Note 2 The results of operations for the three months ended March 31, 1997 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 Registrant) and its subsidiaries, all of which are wholly-owned. All significant intercompany transactions have been eliminated in consolidation. (c) Method for Valuing Investments Investments in debt and equity securities are accounted for in accordance with Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities". Management determines the appropriated classification of its investments at time of purchase. Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Held to maturity securities are stated at amortized cost. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available for sale, along with investments in equity securities. Securities available for sale are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a separate component of Shareholders' Equity. The company has no investments which qualify as -5- 8 trading. 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. (d) 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. (e) Deferred Policy Acquisition Costs The costs, primarily commissions, associated with acquiring new insurance contracts have been deferred. Such costs are being amortized in proportion to premiums earned on the underlying contracts or over the contracts premium paying period. (f) 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 betterment's 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. (g) 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 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 The Company has not issued any participating policies. -6- 9 (h) 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%. 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 year-end. 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. (i) 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. (j) Recognition of Service Fee Service fees represent proceeds from servicing insurance policies for third parties on a fee-for-service basis. Fees are recognized as revenue over the expected service life of the underlying insurance policies. (k) Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. (l) Reclassifications Certain expenses, previously reported as general and administrative, were reclassified as loss adjustment expenses in the 1996 statement of operations to conform to 1997 presentation. This reclassification had no effect on net income or shareholders' equity, as previously reported. -7- 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1997. Consolidated revenues totaled $15,249,620 for the first quarter of 1997, a 9.6% increase over the $13,915,526 reported in the first quarter of 1996. Insurance premiums earned increased 18.9% to $11,427,003 in 1997 from $9,610,837 reported in 1996. This increase is due to premium rate increases on personal injury protection and property damage liability business instituted in late 1995 and 1996. Investment income decreased 7.7% to $1,519,520 from $1,637,385 reported during the same period in 1996 primarily due to a reduction of assets to meet claim payment requirements offset somewhat by a shift to higher yielding investments with average maturity of three to four years, and a overall increase in investment yields. Service fees earned decreased 10.1% to $2,283,061 in 1997 compared to $2,514,566 reported in 1996 the result of the termination of certain service agreements offset by the start-up of new business relationships. The Company continues to seek opportunities in this area. Consolidated expenses increased 8.6% to $13,026,855 during the first quarter of 1997 from $11,997,136 reported during the comparable period of 1996. Loss and loss adjustment expenses increased 21.9% due to continued strengthening of loss and loss expense reserves relating to minimum limits automobile personal injury protection business. The Registrant believes that its current reserves are adequate and proper, however, additional reserve increases may be required in the future. In its efforts to reduce loss and loss expenses, as it relates to earned premium, the Registrant initiated a significant rate increase in the minimum limits personal injury protection line of business during the fourth quarter of 1996. This increase follows closely behind a similar sized rate increase in the fourth quarter of 1995. These rate increases have not had a material adverse affect on premium production or market position. Due to the inherent uncertainty in estimating reserves for losses and loss adjustment expenses there can be no assurance that the ultimate liability will not exceed the amounts reserved, resulting in an adverse effect on the Registrant. The increase in salary and wages results from additional costs associated with administering the fee-for-service business , which the Company plans to expand, and the increase in business within the Company's core insurance business. The decrease in general and administrative expense of 23% results from the allocation of overhead expenses to the claims function. At March 31, 1997 and 1996 $644,000 and $353,000, respectively, in overhead expense are included in loss adjustment expense. Interest expense 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. Cash flow from operations was negative during the first quarter of 1997 as loss and loss adjustment expense payments and consolidated operating expense payments exceeded premium and investment revenues. Such negative cash flow resulted in part from continued poor loss development in the minimum limit automobile personal injury protection line of business combined with an acceleration of loss payments designed to realize loss adjustment expense savings through a reduction in legal costs. The Registrant's practice of maintaining a highly liquid investment portfolio allowed the Registrant to meet cash demands with no adverse impact on operating performance. Management is optimistic that cash flow will improve during 1997 as rate icnreases take affect and the settlement of losses returns to a more normal pattern. The Registrant maintains sufficient liquidity to meet operational needs. Cash dividends and capital expenditure requirements are provided by investing activities. The investment policy continues to empathize higher quality securities matched closely with the Registrant's short liability duration. -8- 11 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 March 31, 1997. 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 May 13, 1997 By/s/ Thomas L. Stinson - ------------ ----------------------------- Date Thomas L. Stinson Senior Vice President and CFO and Chief Financial Officer -9-