<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Quarter Ended June 30, 1997 Commission File No. 0-3681
MERCURY GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
California 95-221-1612
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4484 Wilshire Boulevard, Los Angeles, California 90010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(213) 937-1060
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_____
-----
At August 8, 1997, the Registrant had issued and outstanding an aggregate of
27,546,075 shares of its Common Stock.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---- ----
<S> <C> <C>
A S S E T S
Investments:
Fixed maturities available for sale (amortized cost
$1,036,794 in 1997 and $924,793 in 1996).......................... $1,074,764 $ 954,108
Equity securities available for sale (cost $160,821
in 1997 and $148,264 in 1996)..................................... 160,462 148,112
Short-term cash investments, at cost, which approxi-
mates market...................................................... 46,937 66,067
---------- ----------
Total investments................................................ 1,282,163 1,168,287
Cash................................................................ 5,771 3,605
Receivables:
Premiums receivable................................................ 98,021 83,748
Premium notes...................................................... 13,832 12,395
Accrued investment income.......................................... 20,354 18,410
Other.............................................................. 30,317 29,655
---------- ----------
162,524 144,208
Deferred policy acquisition costs................................... 52,792 46,783
Fixed assets, net................................................... 30,795 30,060
Other assets........................................................ 22,544 26,984
---------- ----------
$1,556,589 $1,419,927
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Losses and loss adjustment expenses................................. $ 377,759 $ 336,685
Unearned premiums................................................... 290,924 260,878
Notes payable....................................................... 75,000 75,000
Loss drafts payable................................................. 27,490 29,032
Accounts payable and accrued expenses............................... 39,678 36,463
Current income taxes................................................ 2,227 1,590
Deferred income taxes............................................... 8,037 6,349
Other liabilities................................................... 36,110 32,708
---------- ----------
Total liabilities............................................... 857,225 778,705
---------- ----------
Shareholders' equity:
Common stock without par value or stated value.
Authorized 35,000,000 shares; issued and outstanding
27,544,075 shares in 1997 and 27,503,925 shares in
1996............................................................. 44,017 42,644
Net unrealized investment gains.................................... 24,448 18,956
Unearned ESOP compensation......................................... (1,500) (2,000)
Retained earnings.................................................. 632,399 581,622
---------- ----------
Total shareholders' equity...................................... 699,364 641,222
---------- ----------
Commitments and contingencies...................................... $1,556,589 $1,419,927
========== ==========
</TABLE>
2
<PAGE>
MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED JUNE 30,
AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA
<TABLE>
<CAPTION>
1997 1996
-------- ---------
<S> <C> <C>
Revenues:
Earned premiums $255,119 $181,254
Net investment income 20,456 17,443
Net realized investment gains (losses) 324 (1,275)
Other 1,106 777
-------- --------
Total revenues 277,005 198,199
-------- --------
Expenses:
Incurred losses 165,176 119,497
Policy acquisition costs 54,778 38,586
Other operating expenses 7,863 5,493
Interest 1,221 438
-------- --------
Total expenses 229,038 164,014
-------- --------
Income before income taxes 47,967 34,185
Income taxes 12,074 7,602
-------- --------
Net income $ 35,893 $ 26,583
======== ========
EARNINGS PER SHARE (average shares outstanding
27,483,900 in 1997 and 27,388,979 in 1996) $1.31 $.97
======== ========
Dividends declared per share $.29 $.24
======== ========
</TABLE>
3
<PAGE>
MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Revenues:
Earned premiums $490,698 $350,817
Net investment income 40,779 33,880
Net realized investment gains (losses) 833 (1,072)
Other 2,411 1,574
-------- --------
Total revenues 534,721 385,199
-------- --------
Expenses:
Incurred losses 323,200 236,915
Policy acquisition costs 105,280 74,419
Other operating expenses 15,968 11,351
Interest 2,436 909
-------- --------
Total expenses 446,884 323,594
-------- --------
Income before income taxes 87,837 61,605
Income taxes 21,126 13,112
-------- --------
Net income $ 66,711 $ 48,493
======== ========
EARNINGS PER SHARE (average shares outstanding
27,469,674 in 1997 and 27,374,006 in 1996) $2.43 $1.77
======== ========
Dividends declared per share $.58 $.48
======== ========
</TABLE>
4
<PAGE>
MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
AMOUNTS EXPRESSED IN THOUSANDS
<TABLE>
<CAPTION>
1997 1996
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 66,711 $ 48,493
Adjustments to reconcile net income to net cash
provided from operating activities:
Increase in unpaid losses and loss adjustment
expenses 41,074 13,826
Increase in unearned premiums 30,046 19,921
Increase in premium notes receivable (1,437) (231)
Increase in premiums receivable (14,273) (7,652)
Increase in deferred policy acquisition costs (6,009) (3,253)
Increase (decrease) in loss drafts payable (1,542) 1,674
Increase (decrease) in accrued income taxes,
excluding deferred tax on change in unrealized gain (629) 799
Increase in accounts payable and accrued expenses 3,215 2,309
Depreciation 2,322 1,855
Net realized investment (gains) losses (833) 1,072
Bond accretion, net (903) (427)
Other, net 6,036 3,501
--------- --------
Net cash provided from operating activities 123,778 81,887
Cash flows from investing activities:
Fixed maturities available for sale:
Purchases (168,514) (103,277)
Sales 24,797 17,985
Calls or maturities 33,118 42,034
Equity securities available for sale:
Purchases (212,884) (195,063)
Sales 200,661 179,549
Increase (decrease) in short-term cash investments,
net 19,130 (6,480)
Purchase of fixed assets (3,577) (2,829)
Sale of fixed assets 745 84
--------- --------
Net cash used in investing activities $(106,524) $(67,997)
</TABLE>
(Continued)
5
<PAGE>
MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from financing activities:
Dividends paid to shareholders $(15,934) $(13,139)
Proceeds from stock options exercised, net of
related tax benefit 846 673
-------- --------
Net cash used in financing activities (15,088) (12,466)
-------- --------
Net increase in cash 2,166 1,424
Cash:
Beginning of the year 3,605 2,872
-------- --------
End of the year $ 5,771 $ 4,296
======== ========
Supplemental disclosures of cash flow information:
Interest paid during the period $ 2,521 $ 926
Income taxes paid during the period $ 21,532 $ 12,195
</TABLE>
6
<PAGE>
MERCURY GENERAL CORPORATION & SUBSIDIARIES
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The financial data included herein have been prepared by the Company,
without audit. In the opinion of management, all adjustments of a normal
recurring nature necessary to present fairly the Company's financial position at
June 30, 1997 and the results of operations and cash flows for the periods
presented have been made.
This interim information should be read in conjunction with the financial
statements and notes thereto included in the Company's latest annual report on
Form 10-K.
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Results of Operations
- ---------------------
Premiums earned in the first half of 1997, including $32.0 million
contributed by the American Fidelity Insurance Group (AFI), increased 39.9% from
the corresponding period in 1996. Excluding AFI, the year-to-year increase was
30.8% for the first six months and 31.9% for the second quarter. Since the AFI
acquisition in December 1996 was accounted for as a purchase, its operating
results have been consolidated only in the current reporting period, and year-
to-year comparisons are not strictly comparable. California premiums written
grew approximately 32% in the period versus approximately 25% for all of 1996,
reflecting a new California law effective January 1, 1997, which requires proof
of insurance for the registration (new or renewal) of a motor vehicle. The print
advertising program instituted in December 1995 has been suspended due to the
volume of business generated by the new law.
The loss ratio in the first half (loss and loss adjustment expenses related
to premiums earned) was 65.9%, compared with 67.5% in 1996. The loss ratio for
the second quarter was 64.7% in 1997 versus 65.9% in 1996. The lower loss ratios
in 1997 reflect continuing favorable loss experience in the bodily injury line.
In addition, 1996 was adversely affected in the first quarter by an increase in
weather-related claims associated with heavy rainfall and severe flooding in
California. AFI's loss ratio for the six months was 66.2% and 70.2% for the
quarter. Seasonal weather patterns tend to influence AFI's loss experience
favorably in the first quarter of the year and adversely in the second quarter,
in contrast to Mercury's exposure to weather-related losses in California's
December to March rainy season.
The expense ratio (policy acquisition costs and other expenses related to
premiums earned) in the first half of 1997 was 24.7%, compared to 24.5% in 1996.
The expense ratio in the second quarter was 24.6% in 1997 versus 24.3% in 1996.
The increase reflects higher commission rates paid to California agents and the
effect of AFI's higher expense ratio.
7
<PAGE>
The combined ratio of losses and expenses (GAAP basis) was 90.6%, compared
with 92.0% in 1996, resulting in an underwriting gain for the period of $46.3
million, compared with $28.1 million a year ago.
Investment income in the first half, including $3.0 million from AFI, was
$40.8 million, compared with $33.9 million in the first half of 1996. The
after-tax yield on average investments of $1,195.6 million (fixed maturities at
cost, equities at market) was 6.1% compared with 6.6% on average investments of
$922.6 million in the 1996 first half. The decrease in realized investment
yields reflects the redemption of bonds acquired in earlier, higher interest
rate environments, a lower effective yield from equities and a lower after-tax
yield on the securities of AFI. New investments in bonds and equities combined
are currently being made at after-tax yields of 5.5%. The improvement in market
values since December 31, 1996 reflects principally the decrease in interest
rates which occurred during the second quarter.
Realized investment gains in 1997 were $833,000 in the first half and
$324,000 in the quarter, compared with realized losses of $1,072,000 and
$1,275,000 in 1996, respectively. The losses in 1996 were primarily related to
yield-enhancing bond swaps designed to recapture capital gains taxes paid in
prior years.
The income tax provision in the first half of $21.1 million represented an
effective tax rate of 24.1%, compared with an effective rate of 21.3% in 1996.
The higher effective tax rate is principally attributable to the larger
proportion of fully taxable underwriting gain compared to the predominantly tax
sheltered investment income.
Net income in the first half of $66.7 million, or $2.43 per share, compares
with $48.5 million, or $1.77 per share, in 1996. AFI's net income contributed
$.11 per share to 1997 results on a gross basis, or $.07 per share after the
cost of financing related to the acquisition. Net income during the second
quarter was $35.9 million in 1997 versus $26.6 million in 1996. Per share
results are based on 27.5 million average shares outstanding in 1997 and 27.4
million shares in 1996.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Net cash provided from operating activities during the first half of 1997
was $123.8 million, while funds derived from the sale, call or maturity of
investments was $258.6 million, of which approximately 78% was represented by
the sale of equities. Fixed-maturity investments, at amortized cost, increased
by $112.0 million during the period. Equity investments, including perpetual
preferred stocks, increased by $12.6 million at cost, and short-term cash
investments decreased by $19.1 million. The amortized cost of fixed-maturities
available for sale which were sold or called during the period was
$52.7 million.
The market value of all investments exceeded amortized cost of $1,244.6
million at June 30, 1997 by $37.6 million. That unrealized gain, reflected in
shareholders' equity net of applicable tax effects, was $24.4 million at June
30, 1997, compared with an unrealized gain of $19.0 million at December 31,
1996.
The Company's cash and short term investments totaled $52.7 million at June
30, 1997. Together with funds generated internally, such liquid assets are more
than adequate to pay claims without the forced sale of investments.
8
<PAGE>
It has been the Company's policy not to invest in high yield or "junk"
bonds. As the result of downgrades subsequent to purchase, approximately 1.4%
of total fixed maturities at June 30, 1997 were rated below investment grade.
The average rating of the $971.7 million bond portfolio (at amortized cost) was
Aa3/AA-, while the average effective maturity giving effect to anticipated early
call, approximates 8.9 years. The modified duration of the bond portfolio
approximates 6.6 years. Bond holdings are broadly diversified geographically,
and, within the tax-exempt sector, consist largely of revenue issues, including
housing bonds subject to sinking funds and special par calls, and other issues,
many of which have been pre-refunded and escrowed with U.S. Treasuries. General
obligation bonds of the large eastern cities have generally been avoided.
Holdings in the taxable sector consist principally of senior public utility
issues. Fixed-maturity investments of $1,036.8 million (at cost) include $65.1
million of sinking fund preferreds, principally utility issues.
Except for Company-occupied buildings, the Company has no direct
investments in real estate and no holdings of mortgages secured by commercial
real estate.
Equity holdings of $160.5 million at market (cost $160.8 million),
including perpetual preferred issues, are largely confined to the public utility
and banking sectors and represent about 22.9% of total shareholders' equity.
As of June 30, 1997, the Company had no material commitments for capital
expenditures.
Industry and regulatory guidelines suggest that the ratio of a property and
casualty insurer's annual net premiums written to statutory policyholders'
surplus should not exceed 3.0 to 1. Based on the combined surplus of all of the
licensed insurance subsidiaries of $639.9 million at June 30, 1997 and net
written premiums for the twelve months ended on that date of $949.4 million, the
ratio of writings to surplus was approximately 1.5 to 1.
9
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) Mercury General Corporation (the "Company") held its Annual Meeting of
Stockholders on May 14, 1997.
(c) The matters voted upon at the meeting and the votes cast with respect
thereto were as follows:
<TABLE>
<CAPTION>
1. Election of Directors
---------------------
Nominee Number of Number of
-------
shares voted FOR shares Withheld
---------------- ---------------
<S> <C> <C>
George Joseph 26,302,856 135,766
Charles E. McClung 26,303,655 134,967
Gloria Joseph 26,305,631 132,991
Donald R. Spuehler 26,307,406 131,216
Richard E. Grayson 26,306,905 131,717
Donald P. Newell 25,976,306 462,316
Bruce A. Bunner 26,307,206 131,416
Nathan Bessin 26,305,956 132,666
Michael D. Curtius 26,304,106 134,516
</TABLE>
2. Proposal to amend the Articles of Incorporation to increase the
---------------------------------------------------------------
authorized shares of common stock to 35,000,000 from 30,000,000:
----------------------------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
25,911,512 513,504 13,606
</TABLE>
3. Proposal to approve KPMG Peat Marwick as auditors for the year 1997:
--------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
26,091,060 339,147 8,415
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) The following exhibits are included herewith:
27 Financial Data Schedule
(b) Not applicable.
10
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
MERCURY GENERAL CORPORATION
By: GEORGE JOSEPH
------------------------------------------
George Joseph
Chairman and Chief Executive Officer
By: KEITH L. PARKER
------------------------------------------
Keith L. Parker
Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MERCURY
GENERAL CORP. 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> 1,074,764
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 160,462
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 1,282,163
<CASH> 5,771
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 52,792
<TOTAL-ASSETS> 1,556,589
<POLICY-LOSSES> 377,759
<UNEARNED-PREMIUMS> 290,924
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 75,000
0
0
<COMMON> 44,017
<OTHER-SE> 655,347
<TOTAL-LIABILITY-AND-EQUITY> 1,556,589
490,698
<INVESTMENT-INCOME> 40,779
<INVESTMENT-GAINS> 833
<OTHER-INCOME> 2,411
<BENEFITS> 323,200
<UNDERWRITING-AMORTIZATION> 105,280
<UNDERWRITING-OTHER> 15,968
<INCOME-PRETAX> 87,837
<INCOME-TAX> 21,126
<INCOME-CONTINUING> 66,711
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 66,711
<EPS-PRIMARY> 2.43
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
