1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1997 Commission File No. 0-6764
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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 7,092,834 shares of common stock, par value $.025 per share,
outstanding as of the close of business on November 7, 1997.
2
PART I
MOBILE AMERICA CORPORATION
INDEX
Financial Statements: Page
Part I
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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 5-6
Management's Discussion and Analysis
of the Unaudited Consolidated Statements of Operations 7-9
Exhibit 11 - Computations of Earnings Per Share 11
Part II
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Other Information and Signatures 10
3
MOBILE AMERICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 and DECEMBER 31, 1996
ASSETS 1997 1996
- ---------------------------------------------- ------------- -------------
Investments:
Securities held to maturity
at amortized cost (fair value
$47,214,142 and $48,991,063) $ 47,258,405 $ 49,094,824
Securities available for sale at fair value
(amortized cost $33,928,547
and $38,651,393) 34,437,243 38,955,502
Notes receivable less unearned
discount 157 157
Short-term investments 12,168,548 22,231,475
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Total investments 93,864,353 110,281,958
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Cash 3,423,513 1,802,644
Receivables:
Insurance premiums 2,715,545 3,916,439
Accrued investment income 1,556,936 1,601,798
Reinsurance on paid losses 33,521 31,935
Reinsurance recoverable 19,138,694 27,638,632
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Total receivables 23,444,696 33,188,804
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Deferred income tax 1,803,486 2,043,257
Prepaid reinsurance premiums 18,346,504 20,347,436
Inventory of mobile homes 27,878 27,878
Deferred policy acquisition costs (2,213,877) (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
$2,161,994 and $2,070,009 737,701 544,663
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Total property and equipment: 1,264,744 1,071,706
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Equity in pools and associations 1,000,640 1,185,843
Other assets 677,522 872,370
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$141,639,459 $168,086,901
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LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996
- ------------------------------------------------- ------------- -------------
Insurance loss reserves, including
future policy benefits $ 35,445,628 $ 47,695,655
Unearned premium 35,419,908 38,118,629
Reinsurance funds withheld and
balances payable 7,733,346 17,353,367
Accrued expenses and other liabilities 12,239,633 15,636,751
Deferred income tax on net unrealized gains on
securities available for sale 172,957 103,397
Unearned service fee 318,185 1,329,632
Note payable 12,000,000 12,000,000
Current income taxes payable (464,263) (327,551)
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Total liabilities 102,865,394 131,909,880
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Stockholders' equity:
Common stock, $.025 par value per share
Authorized - 18,000,000 shares
Issued - 7,644,414 shares 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 335,739 200,712
Treasury stock at cost, 497,080 and
465,356 shares (894,907) (510,122)
Retained earnings 35,442,316 33,588,833
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Total stockholders' equity 38,774,065 36,177,021
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$141,639,459 $168,086,901
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4
MOBILE AMERICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
QUARTERS ENDED SEPTEMBER 30, 1997 AND 1996,
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Quarters Ended September 30 Nine Months Ended September 30
1997 1996 1997 1996
------------ ----------- ------------ ------------
Revenues:
Insurance premiums earned net of
premiums ceded of $11,742,465, $12,736,744,
$36,501,200 and $39,800,882 $ 11,522,192 $ 9,849,945 $ 34,074,714 $ 28,952,310
Insurance premium earned pools and associations (71,278) (7,279,659) (71,278) (7,279,659)
Service fees earned 2,334,449 2,610,521 7,255,671 8,678,633
Investment income 1,461,285 1,358,831 4,423,154 4,341,461
Other 7,971 1,820 21,765 9,412
Net realized gains on investments 147,650 187,007 170,159 409,501
------------ ----------- ------------ ------------
Total revenues 15,402,269 6,728,465 45,874,185 35,111,658
------------ ----------- ------------ ------------
Expenses:
Losses and loss adjustment expenses, net of
reinsurance recoveries of $9,499,147,
$11,921,648, $29,328,558 and $36,750,810. 8,348,578 7,764,465 25,154,597 21,193,031
Policy acquisition costs 930,630 279,110 2,103,151 2,717,720
Salaries and wages 1,735,565 1,598,519 5,528,106 5,087,819
General and administrative 2,005,333 1,189,648 4,908,357 4,769,704
Losses and expenses incurred
pools and associations (208,393) (7,305,450) (208,393) (7,305,450)
Interest expense 257,776 251,286 766,318 758,552
------------ ----------- ------------ ------------
Total expenses 13,069,489 3,777,578 38,252,136 27,221,376
------------ ----------- ------------ ------------
Income before provision for income taxes 2,332,780 2,950,887 7,622,049 7,890,282
------------ ----------- ------------ ------------
Provision (benefit) for income taxes:
Current 341,356 1,143,141 2,060,427 3,166,845
Deferred 321,954 (195,995) 239,771 (751,041)
------------ ----------- ------------ ------------
Total provision for income taxes 663,310 947,146 2,300,198 2,415,804
------------ ----------- ------------ ------------
Net income $ 1,669,470 $ 2,003,741 $ 5,321,851 $ 5,474,478
============ =========== ============ ============
Earnings per share:
Net income $ 0.23 $ 0.28 $ 0.74 $ 0.76
============ =========== ============ ============
Weighted average number of common stock and
common stock equivalents 7,147,334 7,184,058 7,155,845 7,184,058
============ =========== ============ ============
Dividends paid per share $ 0.00 $ 0.00 $ 0.35 $ 0.30
============ =========== ============ ============
See notes to consolidated financial statements
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5
MOBILE AMERICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1997 1996
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Cash Flows from Operating Activities:
Net Income $ 5,321,851 $ 5,474,478
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for depreciation 104,584 145,615
Gain on sale of investments (170,159) (409,501)
Decrease in insurance premiums receivable 1,386,097 2,809,031
Decrease in accrued investment
income 44,862 271,832
Decrease in prepaid reinsurance premiums 2,000,932 5,639,200
Decrease in reinsurance recoverable 8,498,353 7,642,221
Increase in deferred policy acquisition costs (521,118) (3,003,860)
Decrease in prepaid expenses and other assets 194,848 141,521
Decrease in insurance loss reserves (12,250,027) (10,253,665)
Decrease in unearned premium (2,698,721) (4,238,568)
Decrease in reinsurance funds held and
balances payable (9,620,021) (8,542,481)
Decrease in accrued expenses and
other liabilities (3,397,118) (3,229,016)
Increase (decrease) in current income taxes (136,712) 537,643
Decrease (increase) in deferred income taxes 239,771 (1,234,414)
Decrease in unearned service fees (1,011,447) (1,283,376)
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Net cash used by
operating activities (12,014,025) (9,533,340)
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Cash Flows from Investing Activities:
Net change in short term investments 10,062,927 8,250,921
Purchase of investments (7,666,194) (30,463,060)
Proceeds from sale and maturity of investments 14,395,647 25,239,025
Purchase of property and equipment (297,622) (267,674)
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Net cash provided by investing
activities 16,494,758 2,759,212
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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)
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Net cash used by
financing activities (2,859,864) (2,171,236)
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Net increase (decrease) in cash 1,620,869 (8,945,364)
Cash, beginning of period 1,802,644 6,510,457
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Cash, end of period $ 3,423,513 ($ 2,434,907)
============ ============
See notes to consolidated financial statements.
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6
MOBILE AMERICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1997 1996
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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
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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) 204,587 (726,425)
Deferred taxes on unrealized gains (69,560) 256,900
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Balance at end of period 335,739 221,660
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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
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Balance at end of period (894,907) (420,944)
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Retained earnings:
Balance at beginning of period 33,588,833 28,188,679
Net income 5,321,851 5,474,478
Stock Dividend (993,952) 0
Cash dividends $.35 and $.30
per share (2,474,416) (2,171,236)
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Balance at end of period 35,442,316 31,491,921
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Total stockholders' equity at end of period $ 38,774,065 $ 34,146,707
============ ============
See notes to consolidated financial statements.
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MOBILE AMERICA CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
In the opinion of management, the accompanying balance sheets and related
interim statements of income and cash flows include all adjustments (which
include reclassifications and normal recurring adjustments) necessary to present
fairly the financial position and results of operations and cash flows at
September 30, 1997 and for all periods presented. Preparing financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses. Actual results may differ
from these estimates. Interim results are not necessarily indicative of results
for a full year. The information included in this Form 10-Q should be read in
conjunction with Management's Discussion and Analysis and financial statements
and notes thereto included in the Mobile America Corporation 1996 10-K.
Certain amounts in prior years' financial statements have been reclassified to
conform to the 1997 presentation.
Note 2. Stock Dividend
Effective June 23, 1997, the Registrant issued a 15% stock dividend on its
common stock. Under this plan 924,018 shares were issued at a market value of
$10.75. All prior share and per share amounts have been restated to reflect the
stock dividend.
Note 3. Stockholders' Equity
During 1997, Mobile America Corporation repurchased 31,724 shares of common
stock for $ $384,785. These shares will be held as treasury stock and will be
used for issuance to employees under stock option and stock incentive plans.
In October 1997, the Registrant repurchased 54,500 common shares for $528,719.
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8
Note 4. Pools and Associations
The Registrant's primary property and casualty insurance subsidiary, Fortune
Insurance Company, as a direct premium writer in the state of Florida, is
required to participate in the Florida Automobile Joint Underwriting Association
(FAJUA). Fortune's participation in the FAJUA is based on its automobile premium
to total automobile premium written state wide by all automobile insurers. In
1996 the FAJUA issued reports amending Fortune's participation for years prior
to 1996. The amended participation was reported and recorded in the third
quarter of 1996. Association participation for 1997 was reported and recorded in
the third quarter of 1997. The 1997 results are representative of Fortune's
annual participation . A summary of FAJUA participation is presented below.
1997 1996
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Direct earned premium $(389,768) $(16,040,389)
Ceded earned premium 318,490 8,760,730
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Net earned premium (71,278) (7,279,659)
========= ============
Direct loss and loss
adjustment expenses (405,528) (15,037,452)
Ceded loss and loss
adjustment expenses 137,428 7,882,219
Direct policy acquisition costs (76,764) (2,715,364)
Ceded policy acquisition costs 136,471 2,565,147
--------- ------------
Net losses and expenses $(208,393) $ (7,305,450)
========= ============
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9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SEPTEMBER 30, 1997.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30,
1996
Net income decreased 2.8% to $5,321,851 for the nine months ended September
30, 1997, compared to $5,474,478 reported in 1996. Consolidated revenues,
excluding pools and associations business, were $45,945,463 for the nine month
period, a 8.4% increase over the $42,391,317 reported during the comparable
period in 1996. Earnings per share, adjusted for a 15% stock dividend, declined
2.6% to $.74 per share in the current year, from $.76 per share reported in
1996. The lower earnings performance resulted primarily from a decline in
service fees earned under the fee-for-service contract with the Florida
Residential Property Joint Underwriting Association and increased salary and
wages and general and administrative expenses.
In October 1997, the Registrant was awarded a three year servicing contract by
the Florida Automobile Joint Underwriting Association, effective January 1,
1998. The Registrant could expect to earn as much as $10.5 million in service
fees over the contract period. In addition, on October 8, 1997, the Florida
Residential Property and Casualty Joint Underwriting Association extended a
major servicing contract through March 1999. This contract could represent as
much as $3.5 million in policyholder transaction service fees through March
1999.
Insurance premiums earned, exclusive of pools and associations business,
increased 17.7% to $34,074,714 in 1997 from $28,952,310 reported in 1996. This
increase is due to premium rate increases on automobile personal injury
protection and property damage liability business instituted in late 1995 and
1996 as well as a 475.9% increase in earned premium from the property business
produced through a surplus-lines insurance subsidiary. The Registrant plans to
continue expansion in the surplus lines market.
Service fees earned decreased 16.4% to $7,255,671 in 1997 compared to $8,678,633
reported in 1996, the result of the termination of certain service agreements
offset partially by the start-up of new business relationships as discussed
previously. Management plans to aggressively pursue business opportunities in
this area.
Consolidated expenses increased 40.5% to $38,252,136 during the first nine
months of 1997 from $27,221,376 reported during the comparable period of 1996
primarily due to losses and expenses incurred through pools and associations.
Consolidated expenses, exclusive of pools and associations business, increased
11.4% in 1997 over the comparable period in 1996.
Loss and loss adjustment expenses, exclusive of pools and associations business,
increased 18.7% due to continued strengthening of loss and loss adjustment
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 adjustment 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
adversely affected premium production. 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.
Policy acquisition costs decreased 22.6% in 1997, the result of lower commission
rates and adjustments to certain reinsurance contracts in 1996.
Salary and wages increased 8.7% due to additional costs associated with
administering the fee-for-service business and the expansion of the
surplus-lines business. Also, the Registrant has hired a number of key personnel
to help manage the Company into the next century.
The Registrant's primary property and casualty insurance subsidiary, Fortune
Insurance Company, as a direct premium writer in the state of Florida, is
required to participate in the Florida Automobile Joint Underwriting Association
(FAJUA). Fortune's participation in the FAJUA is based on its automobile premium
to total automobile premium written state wide by all automobile insurers. In
1996 the FAJUA issued reports amending Fortune's participation for years prior
to 1996. The amended participation was recorded and reported in the third
quarter of 1996. Association participation for 1997 was recorded and reported in
the third quarter of 1997. The 1997 results are representative of Fortune's
annual participation .
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10
Third Quarter Ended September 30, 1997 Compared to Third Quarter Ended September
30, 1996
Net income declined 16.7% to $1,669,470 in the third quarter of 1997, compared
to $2,003,741 reported in 1996. Earnings per share, adjusted for a 15% stock
dividend, decreased 17.9% to $.23 per share, from the $.28 reported in 1996. The
same factors discussed in the year-to-date comparison were responsible for the
quarter-to-quarter earnings decline, those being lower service fee income and
higher operating expenses.
Insurance premiums earned, exclusive of pools and associations business,
increased 17.0% to $11,522,192 in 1997 from $9,849,945 reported in 1996, due to
premium rate increases on automobile personal injury protection and property
damage liability business and an increase in earned premium from the property
business produced in the surplus-lines market. Service fees earned decreased
10.6% to $2,334,449 in 1997 compared to $2,610,521 reported in 1996, the result
of the termination of certain service agreements partially offset by the
start-up of new business relationships as discussed previously.
Consolidated expenses, exclusive of pools and associations business, increased
19.8% to $13,277,882 during the third quarter of 1997, from $11,083,028
reported during the comparable period of 1996.
Loss and loss adjustment expenses increased 7.5% due to continued strengthening
of loss and loss expense reserves relating to minimum limits automobile personal
injury protection business. Policy acquisition costs increased significantly
over the 1996 quarter due to adjustments to certain reinsurance contracts in
1996. Salary and wages increased 8.6% due to additional costs associated with
administering the fee-for-service business and the expansion of the Registrant's
surplus-lines business. Also, the Registrant has hired a number of key personnel
to help manage the organization into the next century. The increase in general
expenses results from the reclassification of approximately $700,000 in overhead
expenses from general expenses to loss adjustment expense in the third quarter
of 1996. In 1997 this reclassification is being done on a quarterly basis.
Financial Position & Liquidity and Capital Resources
Cash flow from operations was negative during the nine months ended September
30, 1997 as loss and loss adjustment expense payments and consolidated operating
expense payments exceeded premium, fees 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 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 as rate increases take
affect and the settlement of losses returns to a more normal pattern.
In October 1997, the Registrant completed its common share buy-back plan with
the purchase of 54,000 shares of common stock for $528,718. These shares will be
held as treasury stock.
In January 1998, the Registrant is scheduled to begin making principal payments
on a $12,000,000 note payable. Payments of $600,000 plus accrued interest are
due quarterly with the entire unpaid balance due October 2002.
Additions to equipment are projected for the fourth quarter of 1997 and into
1998 as the Registrant purchases new computer systems to meet the year 2000
transition and provide support to a growing business. Management has budgeted
$1.6 million for this project. The new computer system will allow the Registrant
to process more business in-house eliminating the costs of using third party
providers.
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 short liability duration.
This Form 10-Q contains certain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements may be found under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Financial
Position & Liquidity and Capital Resources," and are deemed by the Registrant to
be covered by and to qualify for the safe harbor protection provided by the
Private Securities Litigation Reform Act of 1995. Investors and prospective
investors are referred to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31,1996 for a more detailed discussion of the factors
that could cause actual results to differ. These forward-looking statements
relate to, among other things , (a) the expected benefits from (i) the award of
a three year servicing contract by
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the Florida Automobile Joint Underwriting Association, and (ii) the extension of
a servicing contract by Florida Residential Property and Casualty Joint
Underwriting Association and (b) the improvement of cash flow as a result of
rate increases and a return to a more normal pattern of settlement of losses.
Such statements reflect the current views of the Registrant and are subject to
certain risks and uncertainties that include, but are not limited to, obtaining
policy volume service levels under the Joint Underwriting Association service
contracts; continued market acceptance of premium rate increases in the minimum
limits personal injury protection line of business. The Registrant disclaims any
intent or obligation to update publicly these forward-looking statements,
whether as a result of new information, future events or otherwise.
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12
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
September 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
November 12, 1997 By/s/ Thomas L. Stinson
- ----------------- ------------------------
Date Thomas L. Stinson
Senior Vice President and
Chief Financial Officer
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