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, 1997_________Commission File No. 0-6764
MOBILE AMERICA CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 59-1218935
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Fortune Parkway, Jacksonville, Florida 32256
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 363-6339
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N/A
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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 .
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(APPLICABLE ONLY TO CORPORATE ISSUERS)
There were 7,147,334 shares of common stock, par value $.025 per share,
outstanding as of the close of business on August 8, 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 8-9
Exhibit 11 - Computations of Earnings Per Share 10
Part II
Other Information, and Signatures 11
3
MOBILE AMERICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, 1997 and December 31, 1996
ASSETS 1997 1996
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Investments:
Securities held to maturity
at amortized cost (fair value
$48,432,008 and $48,991,063) $ 48,690,505 $ 49,094,824
Securities available for sale at fair value
(amortized cost $36,584,444
and $38,651,393) 37,018,586 38,955,502
Notes receivable less unearned
discount 157 157
Short-term investments 12,550,217 22,231,475
---------------------------
Total investments 98,259,465 110,281,958
---------------------------
Cash 5,455,070 1,802,644
Receivables:
Insurance premiums 4,228,453 3,916,439
Accrued investment income 1,456,748 1,601,798
Reinsurance on paid losses 35,793 31,935
Reinsurance Recoverable 21,273,030 27,638,632
---------------------------
Total receivables 26,994,024 33,188,804
---------------------------
Deferred income tax 2,125,440 2,043,257
Prepaid reinsurance premiums 19,795,008 20,347,436
Inventory of mobile homes 27,878 27,878
Deferred policy acquisition costs (2,331,248) (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
$2,160,634 and $2,070,009 623,302 544,663
---------------------------
Total property and equipment: 1,150,345 1,071,706
---------------------------
Equity in pools and associations 1,185,842 1,185,843
other assets 725,624 872,370
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$153,387,448 $168,086,901
===========================
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996
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Insurance loss reserves, including
future policy benefits $ 38,871,121 $ 47,695,655
Unearned premium 38,390,183 38,118,629
Reinsurance funds withheld and
balances payable 10,786,794 17,353,367
Accrued expenses and other liabilities 15,380,723 15,636,751
Deferred income tax on net unrealized gains on
securities available for sale 147,608 103,397
Unearned service fee 953,250 1,329,632
Note payable 12,000,000 12,000,000
Current income taxes payable (197,620) (327,551)
--------------------------
Total liabilities 116,332,059 131,909,880
--------------------------
Stockholders' equity:
Common stock, $.025 par value per share
Authorized-18,000,000 shares
Issued - 7,644,414 and 6,720,396 shares 191,110 168,010
Capital in excess of par value 3,699,807 2,729,588
Net unrealized appreciation on securities
available for sale net of deferred
income taxes 286,534 200,712
Treasury stock at cost, 497,080 and
465,356 shares (894,907) (510,122
Retained earnings 33,772,845 33,588,833
--------------------------
Total stockholders' equity 37,055,389 36,177,021
--------------------------
$153,387,448 $168,086,901
==========================
See notes to consolidated financial statements.
4
MOBILE AMERICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
QUARTERS ENDED JUNE 30, 1997 AND 1996, SIX MONTHS ENDED JUNE 30, 1997 AND 1996
Quarters Ended June 30 Six Months Ended June 30
1997 1996 1997 1996
------------------------- ------------------------
Revenues:
Insurance premiums earned net of
premiums ceded of $12,306,563, $13,372,205,
$24,758,735 and $27,064,138 $11,125,519 $9,491,528 $22,552,522 $19,102,365
Service fees earned 2,638,161 3,553,546 4,921,222 6,068,112
Investment income 1,442,349 1,672,300 2,961,869 3,309,685
Other 9,254 (3,907) 13,794 7,592
Net realized gains on investments 7,013 81,255 22,509 222,494
------------------------- ------------------------
Total revenues 15,222,296 14,794,722 30,471,916 28,710,248
------------------------- ------------------------
Expenses:
Losses and loss adjustment expenses, net of
reinsurance recoveries of $10,449,037,
$14,963,801, $19,829,411 and $24,829,162. 8,184,631 7,357,383 16,806,019 14,074,895
Policy acquisition costs 82,031 750,116 1,172,521 2,438,610
Salaries and wages 1,709,520 1,498,768 3,792,541 3,273,845
General and administrative 1,921,162 1,915,684 2,903,024 3,476,237
Interest expense 258,448 251,766 508,542 507,266
------------------------- ------------------------
Total expenses 12,155,792 11,773,717 25,182,647 23,770,853
------------------------- ------------------------
Income before provision for income taxes 3,066,504 3,021,005 5,289,269 4,939,395
------------------------- ------------------------
Provision and (benefit) for income taxes:
Current 1,034,729 1,513,704 1,719,071 2,023,704
Deferred (53,914) (530,046) (82,183) (555,046)
------------------------- ------------------------
Total provision for income taxes 980,815 983,658 1,636,888 1,468,658
------------------------- ------------------------
Net income $ 2,085,689 $ 2,037,347 $ 3,652,381 $ 3,470,737
========================= ========================
Earnings per share:
Net income $0.33 $0.32 $0.58 $0.55
========================= ========================
Weighted average number of common stock and
common stock equivalents 6,271,888 6,296,379 6,271,888 6,296,379
========================= ========================
See notes to consolidated financial statements.
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5
MOBILE AMERICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
1997 1996
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Cash Flows from Operating Activities:
Net Income $ 3,652,381 $ 3,470,737
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for depreciation 72,699 95,267
Gain on sale of investments (22,509) (222,494)
Increase in insurance premiums receivable (312,014) (708,529)
Decrease in accrued investment
income 145,050 156,597
Decrease in prepaid reinsurance premiums 552,427 3,298,929
Decrease in reinsurance recoverable 6,361,744 4,184,209
Increase in deferred policy acquisition costs (403,747) (2,210,945)
Decrease in prepaid expenses and other assets 146,746 63,077
Decrease in insurance loss reserves (8,824,534) (5,457,748)
Increase (decrease) in unearned premium 271,554 (1,733,771)
Decrease in reinsurance funds held and
balances payable (6,566,573) (4,939,460)
Decrease in accrued expenses and
other liabilities (256,028) (4,445,969)
Increase in current income taxes 129,931 203,879
Increase in deferred income taxes (82,183) (1,059,121)
Decrease in unearned service fees (376,382) (687,127)
-------------------------
Net cash used by
operating activities ($5,511,438) ($9,992,469)
-------------------------
Cash Flows from Investing Activities:
Net change in short term investments 9,681,258 10,870,863
Purchase of investments (6,601,407) (23,709,328)
Proceeds from sale and maturity of investments 9,113,141 16,022,260
Purchase of property and equipment (169,264) (227,846)
Sale of modular offices and equipment 0 4,600
Notes receivable 0 1,476
-------------------------
Net cash provided by investing
activities 12,023,728 2,962,025
-------------------------
Cash Flows from Financing Activities:
Stock Dividend, fractional shares (663) 0
Purchase of Treasury Stock (384,785) 0
Dividends paid to stockholders (2,474,416) (2,171,236)
-------------------------
Net cash used by
financing activities (2,859,864) (2,171,236)
-------------------------
Net increase (decrease) in cash 3,652,426 (9,201,680)
Cash, beginning of period 1,802,644 6,510,457
-------------------------
Cash, end of period $ 5,455,070 ($2,691,223)
=========================
See notes to consolidated financial statements.
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6
MOBILE AMERICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
1997 1996
----------------------------
Common Stock:
Balance at beginning of period $ 168,010 $ 168,010
Stock dividend 23,100 0
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Balance at end of period 191,110 168,010
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Preferred Stock:
No Change during period 0 0
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Capital in excess of par value:
Balance at beginning of period 2,729,588 2,686,060
Stock dividend 970,219 0
----------------------------
Balance at end of period 3,699,807 2,686,060
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Net unrealized appreciation on securities
available for sale:
Balance at beginning of period 200,712 691,185
Increase (decrease) 130,033 (717,782)
Deferred taxes on unrealized gains (44,211) 243,000
----------------------------
Balance at end of period 286,534 216,403
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Treasury Stock:
Balance at beginning of period (510,122) (420,944)
Purchases of 31,724
and 0 shares (384,785) 0
----------------------------
Balance at end of period (894,907) (420,944)
----------------------------
Retained earnings:
Balance at beginning of period 33,588,833 28,188,679
Net income 3,652,380 3,470,737
Stock Dividend (993,952) 0
Cash dividends $.40 and $.35
per share (2,474,416) (2,171,236)
----------------------------
Balance at end of period 33,772,845 29,488,180
----------------------------
Total stockholders' equity at end of period $37,055,389 $32,137,709
============================
See notes to consolidated financial statements.
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7
MOBILE AMERICA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
In the opinion of Mobile America Corporation (the Company), the
accompanying unaudited, consolidated, condensed financial statements contain all
adjustments (consisting of only normal occurring accruals) necessary to present
fairly its financial position and operating results for the interim periods.
Note 2
The results of operations for the six months ended June 30, 1997 are
not necessarily indicative of the results to be expected for the full year or
any future interim period.
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 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 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.
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8
(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.
(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
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9
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
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.
(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 Fees
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 the 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.
Note 4: Stock Dividend
On June 10,1997 the Company announced a 15% stock dividend on it's
$.025 par value common stock effective for shareholders of record on June
23,1997. Under this plan 924,018 shares are to be issued at a market value of
$10.75.
Weighted average shares outstanding used in the earnings per share
calculations have been adjusted to reflect this stock dividend.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS JUNE 30, 1997.
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Net income increased 5.2% to $3,652,381 for the first six months of 1997,
compared to $3,470,737 in 1996. Consolidated revenues were $30,471,916 for the
six month period, a 6.1% increase over the $28,710,248 reported during the
comparable period in 1996. Earnings per share improved 5.5% to $.058 per share
in the current year, from $.55 per share reported in 1996. The improved earnings
performance resulted primarily from increased revenue in the automobile lines of
business, the result of rate increases instituted in late 1995 and 1996, higher
earnings in the Company's property surplus lines-business segment and lower
acquisition costs.
Insurance premiums earned increased 18.1% to $22,552,522 in 1997 from
$19,102,365 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 as well as a 1005.8% increase in earned premium from the
property business produced through the Company's surplus-lines subsidiary. The
Company plans to continue expansion in the surplus-lines market.
Investment income decreased 10.5% to $2,961,869 from $3,309,685 reported during
the same period in 1996 primarily due to a reduction of invested assets to meet
claim payment requirements. Service fees earned decreased 18.9% to $4,921,222 in
1997 compared to $6,068,112 reported in 1996. The reduction in earned service
fees results from the renewal of certain Florida Residential Property and
Casualty Joint Underwriting Association (FRPCJUA) agreements at a less favorable
price, a delay in receiving policies to service under these agreements, a
reduction in the FRPCJUA policy base due to the State of Florida Take Out
Program and a change, mandated by statute, in the term of the policies issued
resulting in a significant reduction in policy renewals during the period
December 1996 to June 1997. The Company has reached an agreement to process an
additional 6,000 policies and is currently negotiating for an additional 25,000
policies. If successful, fees from the FRPCJUA business will increase over the
next twelve months, albeit at a lower price per policy. The Company is currently
in the process of making a bid to continue as a servicing carrier for the
Florida Automobile Joint Underwriting Association.
Consolidated expenses increased 5.9% to $25,182,647 during the first six months
of 1997 from $23,770,853 reported during the comparable period of 1996.
Loss and loss adjustment expenses increased 19.4% due to continued
strengthening of loss and loss adjustment expense reserves relating to minimum
limits automobile personal injury protection business. The Company believes
that it's current reserves are adequate and proper; however, additional reserve
increases may be required in the future. In it's efforts to reduce loss
and loss adjustment expenses, as it relates to earned premium, the Company
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 adversely affected 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 Company.
Policy acquisition costs decreased 51.9% in the first six months of 1997, the
result of lower commission rates and adjustments to certain reinsurance
contracts.
Salary and wages increased 15.8% due to additional salary positions associated
with the growth in the Company's premium finance, fee for service and
surplus-lines businesses, an increase in the number of key management personnel
to manage the Company into the next century and an increase in the number of
participants in the Company's Variable Compensation Plan based on the Company's
year end income after federal income taxes. General expenses declined 16.4%, the
result of reclassifying certain overhead expenses to loss expense.
Second Quarter Ended June 30, 1997 Compared to Second Quarter Ended June 30,
1996
Net income rose 2.4% to $2,085,689 on revenues of $15,222,296 during the second
quarter of 1997, compared to $2,037,347 on revenues of $14,794,722 in 1996.
Earnings per share increased to $.33 per share, from the $.32 reported in 1996.
The same factors discussed in the year-to-date comparison were responsible for
the quarter-to-quarter earnings improvement.
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Insurance premiums earned increased 17.2% to $11,125,519 in 1997 from $9,491,528
reported in 1996, due to premium rate increases on personal injury protection
and property damage liability business and an increase in earned premium from
the property business produced in the surplus-lines market. Investment income
decreased 13.8% to $1,442,349 from $1,672,300 reported during the same period in
1996 primarily due to a reduction of invested assets to meet claim payment
requirements. Service fees earned decreased 25.7% to $2,638,161 in 1997 compared
to $3,553,546 reported in 1996. The same factors discussed in the year-to-date
comparison were responsible for the quarter-to-date earnings improvement.
Consolidated expenses increased 3.3% to $12,155,793 during the second quarter of
1997, from $11,773,717 reported during the comparable period of 1996.
Loss and loss adjustment expenses increased 11.2% due to continued strengthening
of loss and loss expense reserves relating to minimum limits automobile personal
injury protection business. Policy acquisition costs decreased 89.0% in the
second quarter of 1997, the result of lower commission rates and adjustments to
certain reinsurance contracts. Salary and wages increased 14.0% due to
additional salary positions associated with the growth in the Company's premium
finance, fee for service and surplus-lines businesses, an increase in the number
of key management personnel to manage the Company into the next century and an
increase in the number of participants in the Company's Variable Compensation
Plan.
Financial Position & Liquidity and Capital Resources
Cash flow from operations was negative during the first six months 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. The Company's practice
of maintaining a highly liquid investment portfolio allowed the Company to meet
cash demands with no adverse impact on operating performance. The net cash used
by operating activities of $5,511,438 is a significant improvement over the
$9,992,469 used during the first six months of 1996 and Management is optimistic
that cash flow will improve during 1997 as rate increases take affect and the
settlement of losses returns to a more normal pattern.
The Company 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 short liability duration.
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Part II
OTHER INFORMATION
Item 4- Submission of Matters to a Vote of Security Holders
At the Company's annual meeting of stockholders held on May 23,1997, the
following members were elected to the Board of Directors:
Allan J. McCorkle Thomas J. McCorkle
R. Lee Smith Robert Thomas III
Jack Horne Chambers John Michael Garrity
Thomas Edwin Perry
Approval was granted to increase the number of shares authorized for issuance
under the Mobile America Corporation Incentive Plan by 100,000 to a total of
300,000 shares and to change the 25,000 per person option limit to an annual
limit.
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, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on it's behalf by the undersigned
thereunto duly authorized.
MOBILE AMERICA CORPORATION
Registrant
August 13, 1997 By /s/ Thomas L. Stinson
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Date Thomas L. Stinson
Senior Vice President and
Chief Financial Officer
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