<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, 2000 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:
(323) 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 July 28, 2000, the Registrant had issued and outstanding an aggregate of
54,128,923 shares of its Common Stock.
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. - Financial Statements
MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AMOUNTS EXPRESSED IN THOUSANDS, except share amounts
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---- ----
Investments: (Unaudited)
<S> <C> <C>
Fixed maturities available for sale (amortized cost
$1,420,618 in 2000 and $1,353,765 in 1999)..................... $1,411,691 $1,322,054
Equity securities available for sale (cost $237,066
in 2000 and $238,856 in 1999).................................. 210,794 209,843
Short-term cash investments, at cost, which approxi-
mates market................................................... 46,862 43,568
---------- ----------
Total investments...................................... 1,669,347 1,575,465
Cash............................................................... 3,510 8,052
Receivables:
Premiums receivable............................................. 117,653 115,654
Premium notes................................................... 14,671 13,375
Accrued investment income....................................... 24,608 23,815
Other........................................................... 17,852 19,235
---------- ----------
174,784 172,079
Deferred policy acquisition costs.................................. 67,320 63,975
Fixed assets, net.................................................. 34,262 34,221
Current income taxes recoverable................................... 68 1,796
Deferred income taxes.............................................. 20,113 28,541
Other assets....................................................... 20,989 22,238
---------- ----------
Total assets........................................... $1,990,393 $1,906,367
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Losses and loss adjustment expenses................................ $ 445,398 $ 434,843
Unearned premiums.................................................. 357,942 340,846
Notes payable...................................................... 95,000 92,000
Loss drafts payable................................................ 45,386 40,063
Accounts payable and accrued expenses.............................. 50,096 53,121
Other liabilities.................................................. 46,741 35,903
---------- ----------
Total liabilities...................................... 1,040,563 996,776
---------- ----------
Shareholders' equity:
Common stock without par value or stated value.
Authorized 70,000,000 shares; issued and outstanding
54,128,923 shares in 2000 and 54,425,323 shares in
1999.......................................................... 50,799 50,963
Accumulated other comprehensive loss............................ (22,879) (39,471)
Unearned ESOP compensation...................................... (2,500) (3,000)
Retained earnings............................................... 924,410 901,099
---------- ----------
Total shareholders' equity............................. 949,830 909,591
---------- ----------
Commitments and contingencies...................................
$1,990,393 $1,906,367
========== ==========
</TABLE>
2
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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>
2000 1999
---- ----
<S> <C> <C>
Revenues:
Earned premiums $312,187 $295,934
Net investment income 26,187 25,120
Net realized investment gains (losses) 677 (1,453)
Other 2,088 1,109
-------- --------
Total revenues 341,139 320,710
-------- --------
Expenses:
Losses and loss adjustment expenses 224,259 198,266
Policy acquisition costs 69,660 67,267
Other operating expenses 15,277 12,914
Interest 1,711 1,177
-------- --------
Total expenses 310,907 279,624
-------- --------
Income before income taxes 30,232 41,086
Income taxes 4,230 8,125
-------- --------
Net income $ 26,002 $ 32,961
======== ========
BASIC EARNINGS PER SHARE (average shares outstanding
54,062,288 in 2000 and 54,616,785 in 1999) $ 0.48 $ 0.60
======== ========
DILUTED EARNINGS PER SHARE (adjusted weighted average
shares 54,205,423 in 2000 and 54,834,457 in 1999) $ 0.48 $ 0.60
======== ========
Dividends declared per share $ 0.24 $ 0.21
======== ========
</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>
2000 1999
-------- --------
<S> <C> <C>
Revenues:
Earned premiums $616,842 $586,452
Net investment income 51,671 49,108
Net realized investment gains (losses) 2,159 (1,394)
Other 3,845 2,277
-------- --------
Total revenues 674,517 636,443
-------- --------
Expenses:
Losses and loss adjustment expenses 437,903 381,111
Policy acquisition costs 136,766 133,381
Other operating expenses 30,196 26,012
Interest 3,382 2,369
-------- --------
Total expenses 608,247 542,873
-------- --------
Income before income taxes 66,270 93,570
Income taxes 10,330 20,565
-------- --------
Net income $ 55,940 $ 73,005
======== ========
BASIC EARNINGS PER SHARE (average shares outstanding
54,111,360 in 2000 and 54,606,143 in 1999) $ 1.03 $ 1.34
======== ========
DILUTED EARNINGS PER SHARE (adjusted weighted average
shares 54,234,333 in 2000 and 54,836,366 in 1999) $ 1.03 $ 1.33
======== ========
Dividends declared per share $ 0.48 $ 0.42
======== ========
</TABLE>
4
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MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended June 30
Amounts expressed in thousands
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Net income $ 26,002 $ 32,961
Other comprehensive income (loss), before tax:
Unrealized losses on securities:
Unrealized holding losses arising during
period (180) (39,324)
Less: reclassification adjustment for net
(gains) losses included in net income (129) 901
------- --------
Other comprehensive loss, before tax (309) (38,423)
Income tax benefit related to unrealized holding
losses arising during period (63) (13,763)
Income tax expense (benefit) related to reclassification
adjustment for gains (losses) included in net income (45) 315
------- --------
Comprehensive income, net of tax $25,801 $ 7,986
======= ========
</TABLE>
5
<PAGE>
MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Six Months Ended June 30
Amounts expressed in thousands
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
Net income $55,940 $ 73,005
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising
during period 26,722 (52,997)
Less: reclassification adjustment for net gains
included in net income (1,196) (12)
------- --------
Other comprehensive income (loss), before tax 25,526 (53,009)
Income tax expense (benefit) related to unrealized
holding gains (losses) arising during period 9,353 (18,549)
Income tax (benefit) related to reclassification
adjustment for gains included in net income (419) (4)
------- --------
Comprehensive income, net of tax $72,532 $ 38,549
======= ========
</TABLE>
6
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MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED JUNE 30,
Amounts expressed in thousands
2000 1999
---- ----
Cash flows from operating activities:
Net income $ 55,940 $ 73,005
Adjustments to reconcile net income to net cash
provided from operating activities:
Increase in unpaid losses and loss adjustment
expenses 10,555 5,927
Increase in unearned premiums 17,096 12,105
Increase in premium notes receivable (1,296) (418)
Increase in premiums receivable (1,999) (4,459)
Increase in deferred policy acquisition costs (3,345) (2,190)
Increase in loss drafts payable 5,323 3,138
Increase in accrued income taxes, excluding
deferred tax on change in unrealized gain 1,224 9,379
(Decrease) increase in accounts payable and
accrued expenses (3,025) 5,869
Depreciation 3,273 3,082
Net realized investment losses (gains) (2,159) 1,394
Bond accretion, net (3,271) (2,454)
Other, net 5,919 3,881
-------- --------
Net cash provided from operating activities 84,235 108,259
Cash flows from investing activities:
Fixed maturities available for sale:
Purchases (132,772) (113,890)
Sales 40,812 27,004
Calls or maturities 28,755 31,106
Equity securities available for sale:
Purchases (32,166) (368,134)
Sales 35,734 340,814
Payable for securities 7,535 17,290
Increase in short-term cash investments, net (3,294) (12,351)
Purchase of fixed assets (3,529) (5,323)
Sale of fixed assets 728 332
-------- --------
Net cash used in investing activities $(58,197) $ (83,152)
(Continued)
7
<PAGE>
MERCURY GENERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
2000 1999
---- ----
Cash flows from financing activities:
Additions to notes payable $ 3,000 $ -0-
Dividends paid to shareholders (25,946) (22,935)
Proceeds from stock options exercised 345 427
Purchase and retirement of common stock (6,979) -0-
Net decrease in ESOP loan (1,000) (1,000)
-------- --------
Net cash used in financing activities (30,580) (23,508)
-------- --------
Net (decrease) increase in cash (4,542) 1,599
Cash:
Beginning of the year 8,052 1,887
-------- --------
End of the year $ 3,510 $ 3,486
======== ========
Supplemental disclosures of cash flow information and
non cash financing activities:
Interest paid during the period $ 3,745 $ 2,405
Income taxes paid during the period $ 9,275 $ 11,185
8
<PAGE>
MERCURY GENERAL CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. 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, 2000 and the results of operations, comprehensive income and cash flows
for the periods presented have been made.
Certain reclassifications have been made to the prior year balances to
conform to the current year presentation.
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
-------------
General
-------
The Company is engaged primarily in writing all risk classifications of
automobile insurance in California, which in 1999 accounted for approximately
89% of the Company's direct premiums written. Since 1990, the Company has also
written small amounts of automobile insurance in Georgia and Illinois. In
December 1996 the Company acquired the American Mercury Insurance Group
(formerly named American Fidelity Insurance Group) which was licensed in 36
states but writes automobile and mechanical breakdown insurance predominantly in
Oklahoma and Texas. During 1998, the Company began writing private passenger
automobile coverage in Florida. In January 2000, the Company began assuming
automobile risks in the state of Texas on business produced by Concord Insurance
Services, Inc., a controlled entity.
Certain statements in this report on Form 10-Q that are not historical fact
constitute "Forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results of the Company to be materially different from historical
results or from any results expressed or implied by such forward-looking
statements. Factors that could cause or contribute to such differences include,
among others, the intense competition currently existing in the California
automobile insurance markets, the success of the Company in integrating and
profitably operating the business of AMI, and in expanding generally in Florida,
Texas and other states outside of California, the impact of potential third
party "bad-faith" legislation, the ability of the Company to obtain the approval
of the California Insurance Commissioner for premium rate changes for private
passenger automobile policies issued in California and to obtain similar rate
approvals in other states and the level of investment yields obtainable in the
Company's investment portfolio in comparison to recent yields, as well as the
cyclical and general competitive nature of the property and casualty insurance
industry and general uncertainties regarding loss reserve estimates and
legislative and regulatory changes, particularly in California.
9
<PAGE>
Results of Operations
---------------------
Three Months Ended June 30, 2000 compared to Three Months Ended June 30, 1999
Premiums earned in the second quarter of 2000 increased 5.5% from the
corresponding period in 1999. Net premiums written in the second quarter of
2000 increased 4.9% from the corresponding period in 1999. Contributing to the
overall second quarter 2000 premiums written growth were initial automobile
premiums in Texas from the recent Concord agency transaction, and increases in
California homeowner premiums, California non-standard automobile premiums and
Florida automobile premiums.
California premiums written, representing 89% of the Company's total
premiums, grew approximately 2.7% in the second quarter of 2000 compared to an
increase of 4.4% for all of 1999. California private passenger automobile
policies inforce decreased slightly during the second quarter of 2000. The
automobile insurance marketplace remains intensely competitive, particularly in
California.
The loss ratio in the second quarter (loss and loss adjustment expenses
related to premiums earned) was 71.8%, compared with 67.0% in 1999. The higher
loss ratio in 2000, as compared to 1999, was largely due to an increase in
frequency and severity recorded on California automobile claims and poor loss
experience generally in Florida, Illinois and the Company's new Texas operation.
The expense ratio (policy acquisition costs and other expenses related to
premiums earned) in 2000 was 27.2% compared to 27.1% in 1999.
The combined ratio of losses and expenses (GAAP basis) was 99.0% in 2000
compared with 94.1% in 1999, resulting in an underwriting gain for the period of
$3.0 million, compared with $17.5 million in 1999.
Investment income for the second quarter was $26.2 million, compared with
$25.1 million in the second quarter of 1999. The after-tax yield on average
investments of $1,686.6 million (fixed maturities and equities valued at cost)
was 5.59% compared with 5.73% on average investments of $1,579.3 million in
1999.
Realized investment gains before income taxes were $0.7 million compared
with realized losses of $1.5 million in the second quarter of 1999.
The income tax provision in the second quarter of 2000 of $4.2 million
represented an effective tax rate of 14.0%, compared with an effective rate of
19.8% in 1999. The lower rate in 2000 is primarily attributable to the
increased proportion of investment income which consists primarily of tax-exempt
interest and tax sheltered dividend income in contrast to underwriting income,
which is taxed at the full corporate rate of 35%.
Net income for the second quarter of $26.0 million, or $.48 per share
(diluted), compares with $33.0 million or $.60 per share (diluted) in 1999.
Basic net income per share was $.48 in 2000 and $.60 in 1999.
Other comprehensive income represents the change in the unrealized gains
and losses on the Company's investments occurring during the period. Other
comprehensive losses for the second quarter of $0.3 million compares with other
comprehensive losses of $38.4 million in 1999.
10
<PAGE>
Six Months ended June 30, 2000 compared to Six Months ended June 30, 1999
Premiums earned in the first half of 2000 increased 5.2% from the
corresponding period in 1999. Net premiums written in the first half of 2000
increased 5.8% from the corresponding period in 1999. Contributing to the
overall first half of 2000 premiums written growth were initial automobile
premiums in Texas from the recent Concord agency transaction and increases in
California homeowners premiums, California non-standard automobile premiums and
Florida automobile premiums.
California premiums written, representing 89% of the Company's total
premiums, grew approximately 3.4% in the first half of 2000 compared to an
increase of 4.4% for all of 1999. California private passenger automobile
policies inforce decreased slightly during the first half of 2000. The
automobile insurance marketplace remains intensely competitive, particularly in
California.
The loss ratio in the first half of 2000 (loss and loss adjustment expenses
related to premiums earned) was 71.0%, compared with 65.0% in 1999. The higher
loss ratio in 2000 is largely due to an increase in frequency and severity
recorded in California automobile claims and poor loss experience generally in
the Company's non-California operations.
The expense ratio (policy acquisition costs and other expenses related to
premiums earned) in 2000 was 27.1% compared to 27.2% in 1999.
The combined ratio of losses and expenses (GAAP basis) was 98.1% in 2000
compared with 92.2% in 1999, resulting in an underwriting gain for the period of
$12.0 million compared with $45.9 million in 1999.
Investment income for the first half of 2000 was $51.7 million, compared
with $49.1 million in the first half of 1999. The after-tax yield on average
investments of $1,678.1 million (fixed maturities and equities at cost) was
5.55% compared with 5.67% on average investments of $1,562.8 million in 1999.
Realized investment gains before income taxes were $2.2 million compared
with realized losses of $1.4 million in the first half of 1999.
The income tax provision in the first half of 2000 of $10.3 million
represented an effective tax rate of 15.6%, compared with an effective rate of
22.0% in 1999. The lower rate in 2000 is primarily attributable to the
increased proportion of investment income which consists primarily of tax-exempt
interest and tax sheltered dividend income in contrast to underwriting income,
which is taxed at the full corporate rate of 35%.
Net income for the first half of $55.9 million, or $1.03 per share
(diluted), compares with $73.0 million or $1.33 per share (diluted)in 1999.
Basic net income per share was $1.03 in 2000 and $1.34 in 1999.
Other comprehensive income represents the change in the unrealized gains
and losses on the Company's investments occurring during the period. Other
comprehensive income for the first half of 2000 of $25.5 million compares with
other comprehensive loss of $53.0 million in 1999. The gains were primarily the
result of decreased market interest rates which increased the value of the
Company's investment portfolio.
11
<PAGE>
Liquidity and Capital Resources
-------------------------------
Net cash provided from operating activities during the first half of 2000
was $84.2 million, while funds derived from the sale, call or maturity of
investments was $105.3 million, of which approximately 34% was represented by
the sale of equities. Fixed-maturity investments, at amortized cost, increased
by $66.9 million during the period. Equity investments, including perpetual
preferred stocks, decreased by $1.8 million at cost, and short-term cash
investments decreased by $3.3 million. The amortized cost of fixed-maturities
available for sale which were sold or called during the period was $65.3
million.
The amortized cost of $1,657.7 of all investments (fixed-maturities and
equities) held at market as "Available for Sale" exceeded the market value of
$1,622.5 million at June 30, 2000 by $35.2 million. That unrealized loss,
reflected as accumulated other comprehensive loss in shareholders' equity net
of applicable tax effects, was $22.9 million at June 30, 2000 compared with an
unrealized loss of $39.5 million at December 31, 1999.
The Company's cash and short term investments totaled $50.4 million at June
30, 2000. $3 million of this cash is restricted. Together with funds generated
internally, such liquid assets are more than adequate to pay claims without the
forced sale of investments.
It has been the Company's policy not to invest in high yield or "junk"
bonds. Less than 1.0% of total fixed maturities at June 30, 2000 were rated
below investment grade. The average rating of the $1,400.3 million bond
portfolio (at amortized cost) was AA-, while the average effective maturity
approximates 11.3 years. The modified duration of the bond portfolio
approximates 7.9 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 large eastern cities have generally been avoided. Holdings
in the taxable sector consist principally of senior public utility issues.
Fixed-maturity investments of $1,420.6 million (at cost) include $20.3 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 $210.8 million at market (cost $237.1 million),
including perpetual preferred issues, are largely confined to the public utility
and banking sectors and represents 25.0% (at cost) of total shareholders'
equity.
The Company has signed a definitive agreement with Employers Reinsurance
Corporation to purchase the authority and right to manage and control Elm County
Mutual Insurance Company (ELM). Elm is a county mutual insurance company in the
state of Texas. The transaction is subject to regulatory approval and is
expected to close by the end of the third quarter 2000.
As of June 30, 2000, 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 to 1. Based on the combined surplus of all of the
licensed insurance subsidiaries of $882.0 million at June 30, 2000 and net
written premiums for the twelve months ended on that date of $1,241.0
12
<PAGE>
million, the ratio of writings to surplus was approximately 1.41 to 1.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
There have been no material changes in the Company's investment strategies,
types of financial instruments held or the risks associated with such
instruments which would materially alter the market risk disclosures made in the
Company's Annual Statement on Form 10-K for the year ended December 31, 1999.
A decrease in market interest rates during the first half of the year
positively impacted the value of the Company's investments. The impact is
described in the Liquidity and Capital Resources section above.
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 10, 2000.
(c) The matters voted upon at the meeting included the election of all
nine directors and the approval of the auditors for the 2000 fiscal
year. The votes cast with respect to these two matters were as
follows:
1. Election of Directors Number of shares Number of shares
---------------------
Nominee voted FOR Withheld
---------------------- ---------------- ----------------
Nathan Bessin 50,776,947 141,573
Bruce A. Bunner 50,778,438 140,082
Michael D. Curtius 50,717,627 200,893
Richard E. Grayson 50,767,311 151,209
George Joseph 50,778,299 140,221
Gloria Joseph 50,777,860 140,660
Charles McClung 50,467,077 451,443
Donald P. Newell 50,468,447 450,073
Donald R. Spuehler 50,776,129 142,391
2. Proposal to approve KPMG LLP as auditors for the year 2000
----------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
50,838,717 30,949 48,854
Item 5. Other Information
-----------------
Michael Curtius, President and Chief Operating Officer, has decided to
reduce his role with the Company, effective October 1, 2000. Mr.
Curtius will become an executive consultant to the Company in an
exclusive capacity, and will take a more active role in strategic
planning matters relating to systems and market growth. He will
remain a member of the Board of Directors. George Joseph, Chief
Executive
13
<PAGE>
Officer, will assume the position of President and Chief
Operating Officer. Gabriel Tirador, Vice President and Chief
Financial Officer, will assume a greater management role in
operational matters.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) The following exhibits are included herewith:
27 Financial Data Schedule
(b) Not applicable.
14
<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
Date: August 11, 2000 By: /s/ GEORGE JOSEPH
------------------------------------
George Joseph
Chairman and Chief Executive Officer
Date: August 11, 2000 By: /s/ GABRIEL TIRADOR
---------------------------------------
Gabriel Tirador
Vice President and Chief Financial
Officer
15
