<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
-------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------- ---------------
Commission File Number 1-5846
-------
THE LIBERTY CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0507055
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
Post Office Box 789, Wade Hampton Boulevard, Greenville, SC 29602
------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 864/609-8436
------------
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
-------- --------
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock as of the latest practicable date.
Number of shares Outstanding
Title of each class as of June 30, 1997
------------------- ----------------------------
Common Stock 20,207,580
Page 1 of 12 sequentially numbered pages.
The Exhibit Index is on Page 10.
<PAGE> 2
PART I, ITEM 1
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
(In 000's) JUNE 30, 1997 December 31, 1996
------------- -----------------
ASSETS (Unaudited)
<S> <C> <C>
Investments:
Fixed Maturity Securities available for sale, at
market, cost of $1,536,596 at 6/30/97 and $1,465,213
at 12/31/96 $1,590,361 $1,517,539
Equity Securities, at market, cost of $68,390 at
6/30/97 and $61,431 at 12/31/96 81,043 75,591
Mortgage Loans 238,362 230,910
Investment Real Estate 59,436 132,696
Loans to Policyholders 99,816 98,816
Other Long-Term Investments 23,081 22,470
Short-Term Investments 250 250
---------- ----------
Total Investments 2,092,349 2,078,272
Cash 25,064 36,774
Accrued Investment Income 21,295 20,817
Receivables 64,149 64,074
Receivable from Reinsurers 280,208 277,578
Deferred Acquisition Costs and Cost of Business Acquired 337,114 332,946
Buildings and Equipment 78,088 79,808
Intangibles Related to Television Operations 92,030 93,979
Goodwill Related to Insurance Acquisitions 34,788 35,608
Other Assets 44,182 40,909
---------- ----------
Total Assets $3,069,267 $3,060,765
========== ==========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
LIABILITIES
Policy Liabilities $1,937,231 $1,913,111
Notes, Mortgages and Other Debt 115,396 147,861
Long Term Debt 95,000 100,000
Accrued Income Taxes 1,391 5,163
Deferred Income Taxes 163,147 163,139
Accounts Payable and Accrued Expenses 97,831 101,209
Other Liabilities 3,770 3,822
---------- ----------
Total Liabilities 2,413,766 2,434,305
---------- ----------
Redeemable Preferred Stock
1994-A Series, $35.00 redemption value, shares issued
and outstanding - 668,207 in 1997 and 1996 23,387 23,387
1994-B Series, $37.50 redemption value, shares issued
and outstanding - 581,190 in 1997 and 592,334 in 1996 21,795 22,212
---------- ----------
Total Redeemable Preferred Stock 45,182 45,599
---------- ----------
Shareholders' Equity
Common Stock 163,303 163,443
Series 1995-A Convertible Preferred Stock, $35.00
redemption value, 599,985 shares issued and outstanding 20,999 20,999
Unearned Stock Compensation (4,541) (7,168)
Unrealized Investment Gains (Losses) 39,337 39,726
Cumulative Foreign Currency Translation Adjustment 527 (204)
Retained Earnings 390,694 364,065
---------- ----------
Total Shareholders' Equity 610,319 580,861
---------- ----------
Total Liabilities, Redeemable Preferred Stock and
Shareholders' Equity $3,069,267 $3,060,765
========== ==========
</TABLE>
See Notes to Consolidated and Condensed Financial Statements.
2
<PAGE> 3
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months ended Six Months ended
June 30, June 30,
-------------------- ------------------------
(In 000's, except per share data) 1997 1996 1997 1996
--------- --------- ------ --------
(Unaudited)
<S> <C> <C> <C> <C>
REVENUES
Insurance Premiums & Policy Charges $ 88,921 $ 78,480 $175,362 $156,006
Broadcasting Revenues 37,215 34,786 67,236 63,666
Net Investment Income 39,277 38,263 78,332 75,579
Service Contract Revenue 1,705 1,829 3,430 3,620
Realized Investment Gains (Losses) 3,336 (1,006) 6,011 189
-------- -------- -------- --------
Total Revenues 170,454 152,352 330,371 299,060
-------- -------- -------- --------
EXPENSES
Policyholder Benefits 58,051 52,990 116,656 110,518
Insurance Commissions 20,176 15,976 39,232 31,230
General Insurance Expenses 17,215 16,776 33,788 31,851
Amortization of Deferred Acquisition Costs 10,571 10,356 21,938 22,293
Broadcasting Expenses 24,233 23,479 46,167 45,231
Interest Expense 3,315 3,802 6,970 7,459
Other Expenses 5,043 4,508 9,648 5,353
-------- -------- -------- --------
Total Expenses 138,604 127,887 274,399 253,935
-------- -------- -------- --------
Income Before Income Taxes 31,850 24,465 55,972 45,125
Provision for Income Taxes 11,452 8,165 19,707 14,770
-------- -------- -------- --------
NET INCOME $ 20,398 $ 16,300 $ 36,265 $ 30,355
======== ======== ======== ========
EARNINGS PER SHARE: (Exhibit 11) $ .94 $ .75 $ 1.66 $ 1.39
Dividends Per Common Share $ .20 $ .185 $ .385 $ .355
</TABLE>
See Notes to Consolidated and Condensed Financial Statements.
3
<PAGE> 4
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------
(In 000's) 1997 1996
------------- -------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 36,265 $ 30,355
Adjustments to reconcile net income to net cash provided (used)
in operating activities:
Increase in policy liabilities 4,627 44
(Decrease) increase in accounts payable and accrued liabilities (5,450) 2,525
(Increase) decrease in receivables (3,201) 81
Amortization of policy acquisition costs 21,938 22,293
Policy acquisition costs deferred (26,374) (25,123)
Realized investment (gains) losses (6,011) (189)
Gain on sale of operating assets (984) (1,257)
Depreciation and amortization 9,800 10,913
Amortization of bond premium and discount (3,139) (1,262)
Provision for deferred income taxes 106 (168)
All other operating activities, net (5,450) (15,695)
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 22,127 22,517
INVESTMENT ACTIVITIES
Investment securities sold 85,637 86,260
Investment securities matured or redeemed by issuer 50,892 41,479
Cost of investment securities acquired - available for sale (164,577) (164,560)
Mortgage loans made (23,513) (24,069)
Mortgage loan repayments 15,934 13,574
Purchase of investment real estate, buildings and equipment (11,633) (27,265)
Sale of investment real estate, buildings and equipment 44,902 14,722
Purchase of short-term investments --- (52,559)
Sales of short-term investments --- 52,309
All other investment activities, net (1,680) 2,942
---------- ----------
NET CASH (USED IN) INVESTING ACTIVITIES (4,038) (57,167)
FINANCING ACTIVITIES
Proceeds from borrowings 1,444,000 1,384,500
Principal payments on debt (1,481,465) (1,372,495)
Dividends paid (9,636) (9,045)
Stock issued for employee benefit and compensation programs 812 344
Return of policyholders' account balances (20,851) (18,650)
Receipts credited to policyholders' account balances 37,341 36,729
---------- ----------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (29,799) 21,383
INCREASE (DECREASE) IN CASH (11,710) (13,267)
Cash at beginning of year 36,774 43,741
---------- ----------
CASH AT END OF PERIOD $ 25,064 $ 30,474
========== ==========
</TABLE>
See Notes to Consolidated and Condensed Financial Statements.
4
<PAGE> 5
THE LIBERTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated and condensed financial statements
of The Liberty Corporation and Subsidiaries have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. The information included is
not necessarily indicative of the annual results that may be expected for
the year ended December 31, 1997, but it does reflect all adjustments
(which are of a normal and recurring nature) considered, in the opinion of
management, necessary for a fair presentation of the results for the
interim periods presented. For further information, refer to the
consolidated financial statements and footnotes thereto included in The
Liberty Corporation annual report on Form 10-K for the year ended December
31, 1996.
2. EARNINGS PER SHARE
In February, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS 128"). This Standard is effective for financial statements issued
for periods ending after December 15, 1997, with no early application
permitted. This Standard replaces Accounting Principles Board Opinion No.
15, "Earnings Per Share" ("APB 15") by making the requirements for
earnings per share information more consistent with international
accounting standards. SFAS 128 replaces the presentation of primary
earnings per share with basic earnings per share, which is a simpler
calculation that assumes no dilution from common stock equivalents.
Basic earnings per share is calculated by dividing income available to
common stockholders by the weighted average number of common shares
outstanding for the period. In addition to basic earnings per share,
diluted earnings per share must also be presented, which is calculated
similarly to fully diluted earnings per share pursuant to APB 15. The
adoption of this Standard will not result in material differences from the
earnings per share as calculated and reported under APB 15.
3. COMMITMENTS AND CONTINGENCIES
At June 30, 1997, the Company had made commitments as shown below:
(In 000's)
<TABLE>
<S> <C>
Investment real estate $ 2,356
Mortgage loans and bonds 48,055
Other 12,885
-------
$63,296
=======
</TABLE>
4. RECLASSIFICATIONS
Certain reclassifications have been made in the previously reported
financial statements to make the prior year amounts comparable to those
of the current year. Such reclassifications had no effect on
previously reported net income, total assets, or shareholders' equity.
5
<PAGE> 6
PART I, ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(Unaudited)
OPERATIONS
Consolidated second quarter net income of $20.4 million increased 25% over
1996's second quarter (see table below). Operating earnings (which exclude net
realized investment gains and losses) increased $1.6 million (10%) over the
second quarter of 1996. Net income reflects realized investment gains
(after-tax) of $1.9 million in the second quarter of 1997, compared with losses
of $0.6 million during the same period last year.
Year-to-date net income of $36.3 million increased 19% over the comparable 1996
period. Operating earnings increased $2.6 million (9%) over the same period of
1996. Net income includes realized investment gains (after tax) of $3.6
million and $0.3 million for the first six months of 1997 and 1996,
respectively.
During the quarter Liberty implemented plans to reduce its direct investments
in real estate. On May 14, 1997, Liberty completed the sale of its business
rental property and the majority of its business park land development projects
to a real estate investment trust (REIT). Liberty received cash, a note
receivable, and partnership units of the REIT in exchange for the properties.
Cash proceeds of approximately $35 million were used to repay debt. Concurrent
with the decision to sell its business rental property and business park land
development Liberty also de-emphasized its residential real estate operations.
Future investments in residential real estate are expected to be limited to the
amount necessary to complete on-going residential projects and the existing
portfolio will be reduced as projects currently under development are sold.
For financial reporting purposes all residential properties have been
classified as held for disposal and are reported at the lower of cost or the
fair market value less cost to sell. Included in realized gains for the
quarter is a gain of approximately $2.5 million related to real estate.
<TABLE>
<CAPTION>
Second Quarter Year-to-date
---------------- ------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Income Before Income Taxes $31,850 $24,465 $55,972 $45,125
Income Taxes 11,452 8,165 19,707 14,770
---------------- -----------------
Net Income $20,398 $16,300 $36,265 $30,355
================ =================
</TABLE>
Excluding realized gains and losses, the Company's insurance operations
generated an increase in operating earnings of $0.9 million over the comparable
prior year quarter, broadcasting reported an increase of $1.1 million, and the
Parent Company had a $0.4 million higher loss than in the prior year.
The $0.9 million operating earnings increase for insurance operations was due
to a $0.6 million improvement in Liberty Life, a $0.5 million improvement in
FamilySide preneed, and a decrease in operating earnings of $.02 million for
Liberty Insurance Services, the Company's third party administration arm. The
increase in Liberty Life was a result of strong year-over-year earnings growth
in the Mortgage Protection division which continues to be driven by the success
of an accidental death product. This more than offset a reduction in Agency
(home service) earnings compared to the prior year which resulted from an
increase in benefits expense. The increase in FamilySide for the quarter was
driven by improved investment income and a positive comparison of commissions
expense which included non-recurring expenses in the second quarter of 1996.
The increase in operating earnings reported by the broadcasting operations was
attributable to revenue growth of approximately $2.4 million, with the majority
of the increase coming from the national and local categories. The
6
<PAGE> 7
The Liberty Corporation and Subsidiaries
Management's Discussion and Analysis of Operations June 30, 1997
improvement of these categories more than offset the expected decline in
political revenues compared to the prior year quarter.
The parent company reported a $0.4 million higher loss as higher operating
expenses offset a reduction in interest expense resulting from the paydown of
bank debt with proceeds from the sale of the commercial real estate previously
mentioned.
Consolidated revenues increased $18.1 million over the prior year quarter.
Excluding realized gains and losses, revenues increased $13.8 million over the
second quarter of 1996. Insurance premiums and policy charges increased $11.4
million (13%) over the prior year on the strength of premium growth in the
Mortgage Protection division. FamilySide also reported an increase over the
prior year. The year-to-date increase in premiums and policy charges also is
primarily due to the Mortgage Protection division. Cosmos contributed $2.4
million of the revenue increase for the quarter. The increase in broadcasting
revenues for the quarter was driven by a local revenue increase of $1.6
million, and a $1.5 million increase in national revenues. Year to date,
national and local revenues increased by $2.2 million and $2.4 million,
respectively.
Benefits expense increased over the second quarter of 1996 by approximately
$5.1 million. This increase was primarily incurred in the Agency division.
The $4.2 million (26%) increase in insurance commissions for the quarter is
related to the growth of the Company's accidental death product group sold
through the Mortgage Protection division. A substantial amount of this line of
business is marketed through a third party marketing organization. All
payments to this third party, which include commissions and certain payments
for certain general and administrative functions, are reported as commissions
expense. The year-to-date variance of $8.0 million is also due to the
reporting of the payments to this third party marketing organization.
Interest expense decreased from the prior year second quarter by $0.5 million
as a result of the paydown of debt using the proceeds from the sale of the
company's commercial real estate.
The year to date increase in other expenses is due to lower 1996 expenses
resulting from the release of an accrual in 1996 related to a change in how
vacation benefits are earned.
INVESTMENTS
As of June 30, 1997, Liberty's consolidated investment portfolio was carried at
$2.1 billion. Approximately 76% of consolidated invested assets were in fixed
maturity securities (bonds and redeemable preferred stocks), 11% were in
mortgage loans, 5% in policy loans, with the balance consisting of equity
securities (4%), real estate (3%), and other long term investments (1%).
The overall average credit rating of fixed maturity securities as of June 30,
1997 was AA-. Less than investment grade securities comprised 2.5% of the
fixed maturity portfolio at June 30, 1997.
Approximately 42% of the Company's $1.6 billion bond portfolio at June 30,
1997, was comprised of mortgage-backed securities compared to 45% at December
31, 1996. Certain mortgage-backed securities are subject to significant
prepayment or extension risk due to changes in interest rates. In periods of
declining interest rates, mortgages may be repaid more rapidly than scheduled
as borrowers refinance higher rate mortgages to take advantage of the lower
current rates. As a result, holders of mortgage-backed securities may receive
large prepayments on their investments which cannot be reinvested at interest
rates comparable to the rates on the prepaid mortgages. In a rising interest
rate environment refinancings are significantly curtailed and the payments to
the holders of the securities decline, limiting the ability of the holder to
reinvest at the higher interest rates. Mortgage-backed pass-through securities
and sequential collateralized mortgage obligations ("CMO's"), which
7
<PAGE> 8
The Liberty Corporation and Subsidiaries
Management's Discussion and Analysis of Operations June 30, 1997
comprised 18% of the book value of the Company's mortgage-backed securities at
June 30, 1997, and 17% at December 31, 1996, are sensitive to prepayment or
extension risk. The remaining 82% and 83% of the Company's mortgage-backed
investment portfolio at June 30, 1997 and December 31, 1996, respectively,
consisted of planned amortization class ("PAC") instruments compared to
approximately 80% at December 31, 1995. These investments are designed to
amortize in a more predictable manner by shifting the primary prepayment and
extension risk of the underlying collateral to investors in other tranches of
the CMO.
Mortgage loans of $238.4 million comprised 11% of the consolidated investment
portfolio at June 30, 1997. Substantially all of these mortgage loans are
commercial mortgages with a loan to value ratio not exceeding 75% when made.
These loans are concentrated in the southeast primarily in the states of North
Carolina, South Carolina, Georgia, Florida, Virginia, Louisiana and Tennessee.
Investment real estate at June 30, 1997, of $59.4 million comprised 3% of the
consolidated investment portfolio, compared with $132.7 million (6%) at
December 31, 1996. As previously mentioned, the decline is associated with the
sale of the Company's commercial real estate during the second quarter of 1997.
The balance of Liberty's investment real estate assets consists primarily of
residential land development properties. The majority of the Company's
remaining investment real estate is located in South Carolina and Georgia.
FINANCIAL POSITION
In accordance with the provisions of SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", the Company reported an unrealized
gain of $39.3 million on fixed maturity securities available for sale and
equity securities as of June 30, 1997. This compares with an unrealized gain
of $39.7 million at December 31, 1996. Due to the requirements of SFAS No.
115, shareholders' equity will be subject to future volatility from the effects
of interest rate fluctuations on the fair value of fixed maturity securities.
CAPITAL, FINANCING AND LIQUIDITY
The Company's net cash flow from operating activities was $22.1 million for the
first six months of 1997 compared to $22.5 million for the same period of 1996.
The Company's net cash used in investing activities was $4.0 million, and cash
flow used in financing activities was $29.8 million. As previously mentioned,
in consideration of the property contributed to the REIT, Liberty received
cash, a note receivable, and partnership units in the REIT. For financial
reporting, notes receivable of approximately $17.3 million and partnership
units of the REIT of approximately $23.5 million are non-cash items for
purposes of the Statement of Cash Flows. The majority of the cash used in
financing activities was to repay debt following the sale of the commercial
real estate. As a result of its activities, the Company had an $11.7 million
decrease in cash compared to a decrease of $13.3 million in the same period in
1996.
At June 30, 1997, the Company's borrowings and notes payable amounted to $210.4
million, a decrease from the $247.8 million outstanding at December 31, 1996.
The Company has periodically used various interest rate swaps and caps to help
minimize the impact of a potential significant rise in short term interest
rates. (See the Company's 1996 Annual Report to Shareholders for a description
of the interest rate swaps and caps in place.) The Company has not used
interest rate swaps or any other derivative financial instruments to manage its
interest rate exposure on interest sensitive universal-life type products.
Other Company commitments are shown in Note 3 contained in the accompanying
financial statements. Additional detail as to commitments and financing is
contained in the Notes to the Consolidated Financial Statements in the
Company's annual report on Form 10K for the year ended December 31, 1996.
8
<PAGE> 9
The Liberty Corporation and Subsidiaries
Management's Discussion and Analysis of Operations June 30, 1997
Further discussion of investments and valuation is contained in Notes 1 and 2
to the Consolidated Financial Statements in the Company's annual report on Form
10K for the year ended December 31, 1996.
ACCOUNTING DEVELOPMENTS
In February, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128").
This standard is effective for financial statements issued for periods ending
after December 15, 1997, with no early application permitted. The adoption of
this Standard is not expected to result in material differences from the
earnings per share as calculated under APB 15. For additional information, see
Note 2 to the Consolidated and Condensed Financial Statements within this
report.
In June, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130"). This standard is effective for financial statements issued for periods
beginning after December 15, 1997. This Standard will require companies to
report and display comprehensive income and its components as part of the
general financial statements. The most significant items which will effect
Liberty's comprehensive income are the change in unrealized security gains and
losses and the change in the foreign currency translation adjustment, both
items which historically have been reported only as a component of
shareholders' equity. This Standard requires reclassification of financial
statements for earlier periods provided for comparative purposes. The Company
plans to adopt this Standard January 1, 1998.
In June, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). This standard is effective
for financial statements issued for periods beginning after December 15, 1997.
This Statement establishes standards which will require additional disclosures
about a company's operating segments in annual financial statements, and
beginning in the second year of application, will require companies to report
selected information about operating segments in interim financial statements.
The Company plans to adopt this Standard January 1, 1998.
FORWARD LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Certain information contained herein or in any
other written or oral statements made by, or on behalf of the Company, are or
may be viewed as forward looking. Although the Company has used appropriate
care in developing any such forward looking information, forward looking
information involves risks and uncertainties that could significantly impact
actual results. These risks and uncertainties include, but are not limited to,
the following: changes in general economic conditions, including the
performance of financial markets and interest rates; competitive, regulatory,
or tax changes that affect the cost of or demand for the Company's products;
and adverse litigation results. The Company undertakes no obligation to
publicly update or revise any forward looking statements, whether as a result
of new information, future developments, or otherwise.
9
<PAGE> 10
PART II, ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of shareholders of the registrant was held May 6,
1997.
(b) The following four individuals were elected as directors to serve for
three-year terms: W. Hayne Hipp, Buck Mickel, J. Thurston Roach,
William B. Timmerman. Listed below are directors who continued their
term of office after the meeting: Rufus C. Barkley, Jr., Edward E.
Crutchfield, John R. Farmer, W. W. Johnson, William O. McCoy, John H.
Mullin, III, Benjamin F. Payton and Eugene E. Stone IV.
(c) Matters voted upon at the annual meeting are as follows:
<TABLE>
<CAPTION>
WITHHELD/ BROKER
FOR AGAINST ABSTENTIONS NONVOTES
--------------------------------------------
<S> <C> <C> <C> <C>
To elect as directors:
W. Hayne Hipp 19,824,691 --- 7,034 ---
Buck Mickel 19,822,435 --- 9,260 ---
J. Thurston Roach 19,824,687 --- 7,038 ---
William B. Timmerman 19,680,838 --- 150,887 ---
To elect as independent auditors:
Ernst & Young LLP 19,769,583 5,766 56,376 ---
To amend the Company's restated
Articles of Incorporation
regarding director liabilities 19,418,857 254,389 158,479 ---
To approve the material
amendments to, and eligible
Participants under, the
Performance Incentive
Compensation Plan 16,907,455 1,834,089 91,644 998,537
</TABLE>
(d) There were no settlements between the registrant and any other
participants.
PART II, ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) A list of the exhibits filed with this report is included in the
Index to Exhibits filed herewith.
(b) The filing of Form 8-K was not required during the second quarter
of 1997.
INDEX TO EXHIBITS
EXHIBIT 11 Consolidated Earnings Per Share Computation
EXHIBIT 27 Financial Data Schedule (Electronic Filing Only)
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
THE LIBERTY CORPORATION Date: August 14, 1997
- -----------------------
(Registrant)
/s/ Kenneth W. Jones
- -----------------------
Kenneth W. Jones
Corporate Controller
/s/ Martha G. Williams
- -----------------------
Martha G. Williams
Vice President, General Counsel and Secretary
11
<PAGE> 1
EXHIBIT 11
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED EARNINGS PER SHARE COMPUTATION
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30,
1997 1996 1997 1996
----------- ----------- ----------- -------------------
<S> <C> <C> <C> <C> <C>
(Unaudited)
PRIMARY SHARES
Common shares outstanding - end of period 20,207,580 20,175,451 20,207,580 20,175,451
Weighted average common shares
outstanding 20,250,445 20,140,321 20,242,589 20,110,230
Weighted average common stock options
outstanding 192,047 132,893 200,008 146,570
Preferred stock considered a common
stock equivalent 599,985 599,985 599,985 599,985
----------- ----------- ----------- -----------
Total primary shares 21,042,477 20,873,199 21,042,582 20,856,785
=========== =========== =========== ===========
FULLY DILUTED SHARES
Weighted average common shares
outstanding 20,250,445 20,140,321 20,242,589 20,110,230
Weighted average common stock options
outstanding 198,206 132,904 209,636 146,597
Preferred stock considered a common
stock equivalent 599,985 599,985 599,985 599,985
Assumed conversion of redeemable
preferred stock not considered a common
stock equivalent 1,254,465 1,262,033 1,256,851 1,261,657
----------- ----------- ----------- -----------
Total fully diluted shares 22,303,101 22,135,243 22,309,061 22,118,469
=========== =========== =========== ===========
NET INCOME $20,398,000 $16,300,000 $36,265,000 $30,355,000
Preferred stock dividends on redeemable
preferred stock $ 661,000 $ 663,000 $ 1,322,000 $ 1,326,000
----------- ----------- ----------- -----------
Net income available to common shares $19,737,000 $15,637,000 $34,943,000 $29,029,000
=========== =========== =========== ===========
Primary earnings per share (net income
available to common shares divided by
total primary shares) $ 0.94 $ 0.75 $ 1.66 $ 1.39
=========== =========== =========== ===========
Fully diluted earnings per share (net
income divided by total fully diluted
shares) $ 0.91 $ 0.74 $ 1.63 $ 1.37
=========== =========== =========== ===========
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LIBERTY CORPORATION FOR THE SIX MONTH PERIOD ENDED JUNE
30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<DEBT-HELD-FOR-SALE> 1,590,361
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 81,043
<MORTGAGE> 238,362
<REAL-ESTATE> 59,436
<TOTAL-INVEST> 2,092,349
<CASH> 25,064
<RECOVER-REINSURE> 280,208
<DEFERRED-ACQUISITION> 337,114
<TOTAL-ASSETS> 3,069,267
<POLICY-LOSSES> 1,874,189
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 33,916
<POLICY-HOLDER-FUNDS> 29,126
<NOTES-PAYABLE> 210,396
45,182
20,999
<COMMON> 163,303
<OTHER-SE> 426,017
<TOTAL-LIABILITY-AND-EQUITY> 3,069,267
175,362
<INVESTMENT-INCOME> 78,332
<INVESTMENT-GAINS> 6,011
<OTHER-INCOME> 70,666
<BENEFITS> 116,656
<UNDERWRITING-AMORTIZATION> 21,938
<UNDERWRITING-OTHER> 73,020
<INCOME-PRETAX> 55,972
<INCOME-TAX> 19,707
<INCOME-CONTINUING> 36,265
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,265
<EPS-PRIMARY> 1.66
<EPS-DILUTED> 1.63
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
