<PAGE> 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 March 31, 1998 Commission File No. 0-6764
Mobile America Corporation
(Exact name of registrant as specified in its charter)
Florida 59-1218935
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10475 Fortune Parkway, Jacksonville, Florida 32256
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 363-6339
--------------
N/A
- --------------------------------------------------------------------------------
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 .
--- ---
(APPLICABLE ONLY TO CORPORATE ISSUERS)
There were 7,167,680 shares of common stock, par value $.025 per share,
outstanding as of the close of business on May 10, 1998.
<PAGE> 2
PART I
Mobile America Corporation
INDEX
<TABLE>
<CAPTION>
Financial Statements: Page
<S> <C> <C>
Part I
Unaudited Consolidated Balance Sheets 1
Unaudited Consolidated Statements of Operations 2
Unaudited Consolidated Statements of Comprehensive Income 3
Unaudited Consolidated Statements of Cash Flows 4
Unaudited Consolidated Statements of Changes in
Stockholders' Equity 5
Notes to Financial Statements 6-7
Management's Discussion and Analysis
of the Unaudited Consolidated Statements of Operations 8-10
Exhibit 11 - Computations of Earnings Per Share 12
Part II
Other Information, and Signatures 11
</TABLE>
<PAGE> 3
Mobile America Corporation and Subsidiaries
Unaudited Consolidated Balance Sheets
March 31, 1998 and December 31, 1997
<TABLE>
<CAPTION>
Assets 1998 1997
- ---------------------------------------------------------------------------------
<S> <C> <C>
Investments:
Securities held to maturity
at amortized cost (fair value
$42,592,426 and $43,511,416) $ 42,341,020 $ 43,620,417
Securities available for sale at fair
value (amortized cost $27,174,292
and $30,557,149) 27,736,461 30,676,634
Short-term investments 16,155,910 16,940,962
---------------------------------
Total investments 86,233,391 91,238,013
---------------------------------
Cash 1,424,315 4,518,020
Receivables:
Insurance premiums 3,560,589 3,324,666
Accrued investment income and other 1,205,954 1,181,450
Reinsurance on paid losses 3,335 100,486
Reinsurance recoverable 14,161,252 17,720,613
Current Income taxes 84,384 384,568
---------------------------------
Total receivables 19,015,514 22,711,783
---------------------------------
Deferred income tax 1,404,924 1,581,487
Prepaid reinsurance premiums 18,238,335 16,752,315
Deferred policy acquisition costs (2,576,484) (2,047,989)
Property and Equipment:
Land, at cost 524,043 524,043
Equipment and leasehold improvements
at cost less accumulated
depreciation and amortization of
$2,269,932 and $2,219,088 1,217,296 1,029,640
---------------------------------
Total property and equipment: 1,741,339 1,553,683
---------------------------------
Equity in Pools and Associations 996,160 996,160
Other Assets 725,746 938,666
---------------------------------
$127,203,240 $138,242,138
=================================
<CAPTION>
Liabilities and Stockholders' Equity 1998 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Insurance loss reserves, including
future policy benefits $ 25,562,888 $ 33,643,295
Unearned premium 33,491,445 32,893,437
Reinsurance funds withheld and
balances payable 3,945,049 7,001,015
Accrued expenses and other liabilities 13,010,589 12,409,880
Deferred income tax on net unrealized gains on
securities available for sale 191,138 40,625
Unearned service fee 767,409 568,215
Note payable 11,400,000 12,000,000
---------------------------------
Total liabilities 88,368,518 98,556,467
---------------------------------
Stockholders' equity:
Common stock, $.025 par value per share
Authorized - 18,000,000 shares
Issued - 7,644,414 shares and 7,644,414 shares 191,110 191,110
Preferred stock, $.10 par value per share
Authorized - 500,000 shares
Issued and outstanding - none 0 0
Capital in excess of par value 4,348,842 4,348,842
Accumulated other comprehensive income:
Net unrealized appreciation on securities
available for sale net of deferred
income taxes of $191,138 and $40,625 371,032 78,861
Treasury Stock at cost, 476,734 and
476,580 shares (1,231,517) (1,229,403)
Retained Earnings 35,155,255 36,296,261
---------------------------------
Total stockholders' equity 38,834,722 39,685,671
---------------------------------
$127,203,240 $138,242,138
=================================
</TABLE>
See notes to consolidated financial statements.
<PAGE> 4
Mobile America Corporation and Subsidiaries
Unaudited Consolidated Statements of Operations
Quarters Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
-------------------------------
<S> <C> <C>
Revenues:
Insurance premiums earned net of
premiums ceded of $11,154,669
$12,452,172 $10,424,576 $11,427,003
Service fees earned 2,451,808 2,283,061
Investment income 1,232,723 1,519,520
Other 3,460 4,540
Net realized gains (losses) on investments (23,924) 15,496
-------------------------------
Total revenues 14,088,643 15,249,620
-------------------------------
Expenses:
Losses and loss adjustmnet expenses, net of
reinsurance recoveries of $9,574,695
$9,380,374 6,221,541 8,621,388
Policy acquisition costs 1,278,993 1,090,490
Salaries and wages 2,283,884 2,083,021
General and administrative 2,079,883 981,862
Interest on note 241,002 250,094
-------------------------------
Total expenses 12,105,303 13,026,855
-------------------------------
Income before provision for income taxes 1,983,340 2,222,765
-------------------------------
Provision and (benefit) for income taxes:
Current 460,863 684,342
Deferred 176,563 (28,269)
-------------------------------
Total provision for income taxes 637,426 656,073
-------------------------------
Net income $ 1,345,914 $ 1,566,692
===============================
Basic and diluted earnings per share:
Net income $ 0.19 $ 0.22
===============================
Weighted average number of shares of common
stock outstanding 7,167,755 7,184,058
===============================
Dividends per share $ 0.35 $ 0.35
===============================
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE> 5
Mobile America Corporation and Subsidiaries
Unaudited Statements of Comprehensive Income
Three months Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Net Income $1,345,914 $1,566,692
---------- ----------
Other comprehensive income:
Unrealized gains on securities:
Unrealized holding gains (losses) arising
during period net of taxes $150,512
and $(103,397) 270,057 (206,232)
Less: reclassification adjustment for
losses included in net income (22,114) (30,851)
---------- ----------
Other comprehensive income 292,171 (237,083)
---------- ----------
Comprehensive Income $1,638,085 $1,329,609
========== ==========
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE> 6
Mobile America Corporation and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
Quarters Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
-------------------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 1,345,914 $ 1,566,692
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for depreciation 50,824 35,434
Loss (gain) on sale of investments 23,924 (15,496)
Change in assets and liabilities:
Insurance premiums receivable (235,923) 564,856
Accrued investment income (24,504) (74,119)
Deferred policy acquisition costs 528,495 (165,181)
Prepaid expenses and other assets 212,920 138,944
Insurance loss reserves (8,080,407) (7,657,476)
Unearned premium 598,008 366,904
Reinsurance funds held and balances payable (3,055,966) (5,410,548)
Accrued expenses 600,709 1,474,905
Current income taxes 300,184 592,691
Deferred income taxes 176,563 (28,269)
Prepaid reinsurance preiums (1,486,020) 171,607
Reinsurance receivable 3,656,512 5,515,728
Unearned service fees 199,194 (212,612)
-------------------------------
Net cash used in
operating activities (5,189,573) (3,135,940)
-------------------------------
Cash Flows from Investing Activities:
Net change in short term investments 785,053 8,714,988
Purchase of investments (3,106,397) (4,874,297)
Proceeds from sale and maturity of investments 7,744,726 5,061,625
Purchase of property and equipment (238,480) (126,760)
-------------------------------
Net cash used in
investing activities 5,184,902 8,775,556
-------------------------------
Cash Flows from Financing Activities:
Purchase of Treasury Stock (2,114) (230,210)
Dividends paid to stockholders (2,486,920) (2,474,416)
Principal Payment, note payable (600,000) 0
-------------------------------
Net cash provided by (used in)
financing activities (3,089,034) (2,704,626)
-------------------------------
Net increase (decrease) in cash (3,093,705) 2,934,990
Cash, beginning of period 4,518,020 1,802,644
-------------------------------
Cash, end of period $ 1,424,315 $ 4,737,634
===============================
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE> 7
Mobile America Corporation and Subsidiaries
Unaudited Consolidated Statements of Changes in Stockholders' Equity
Quarters Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---------------------------------
<S> <C> <C>
Common Stock:
No change during period $ 191,110 $ 168,010
---------------------------------
Preferred Stock
No change during period 0 0
---------------------------------
Capital in excess of par value:
No change during period 4,348,842 2,729,588
---------------------------------
Accumulated other comprehensive income:
Net unrealized appreciation on securities
available for sale:
Balance at beginning of period 78,861 200,712
Increase (decrease) 442,683 (340,460)
Deferred taxes on unrealized gains (150,512) 103,397
---------------------------------
Balance at end of period 371,032 (36,351)
---------------------------------
Treasury Stock:
Balance at beginning of period (1,229,403) (510,122)
Purchases of 154
and 18,724 shares (2,114) (230,210)
---------------------------------
Balance at end of period (1,231,517) (740,332)
---------------------------------
Retained earnings:
Balance at beginning of period 36,296,261 33,588,833
Net income 1,345,914 1,566,692
Cash dividends $.35 and $.35
per share (2,486,920) (2,474,416)
---------------------------------
Balance at end of period 35,155,255 32,681,109
---------------------------------
Total stockholders' equity at end of period $ 38,834,722 $ 34,802,024
=================================
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE> 8
Mobile America Corporations and Subsidiaries
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, comprehensive 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 March 31, 1998 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 1997
10-K.
Certain amounts in prior years' financial statements have been reclassified to
conform to the 1998 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. Earnings Per Share
Basic earning per share is computed based on the weighted average number of
common shares outstanding during the period. Diluted earnings per share presents
the dilutive effect of options using the treasury stock method.
-6-
<PAGE> 9
Mobile America Corporations and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 3. Earnings per share (continued)
<TABLE>
<CAPTION>
March 31,1998 March 31,1997
------------- -------------
<S> <C> <C>
Numerator:
Income available to common shareholders $1,345,914 $1,566,692
========== ==========
Denominator:
Basic earnings per share
weighted average shares 7,167,755 7,184,058
Effect of dilution:
Employee stock options 67,823 25,875
---------- ----------
Diluted earnings per share adjusted weighted
average shares and assumed conversions 7,235,578 7,209,933
========== ==========
Basic earnings per share $ 0.19 $ 0.22
========== ==========
Diluted earnings per share $ 0.19 $ 0.22
========== ==========
</TABLE>
-7-
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997
Operations
Net income decreased 14.1% in the first quarter of 1998 to $1,345,914 compared
to $1,566,692 reported in 1997 primarily due to windstorm losses incurred in the
South Florida and Orlando areas, lower earned premium, lower investment income
and higher operating expenses offset by higher earned service fees and lower
incurred loss and loss adjustment expenses.
Total consolidated revenues decreased 7.6% from $15,249,620 in 1997 to
$14,088,643 in 1998. This change resulted from a decrease in insurance
premiums earned, due to a 25% increase in the reinsurance cession and a decrease
in the private passenger automobile personal injury protection/property damage
earned premium which was partially offset by an increase in property earned
premium produced through the Registrant's surplus lines subsidiary, and lower
investment income offset by an increase in service fees earned.
Direct written premium in the Registrant's automobile lines decreased 8.8% in
1998 to $20,642,344 reflecting a decrease in market share as a result of rate
increases instituted in December 1996 and increased competition in the market
place. The Registrant believes premium volume may increase if competitors adjust
their premium rates to offset the impact of adverse loss experience. The
Registrant has taken steps, with a March 1998 rate revision, to exploit pockets
of opportunity resulting in the establishment of new territories, more
competitive rates and a revised commission structure.
Property insurance direct written premium produced through the Registrant's
surplus lines insurance subsidiary increased 29.4% to $956,552 in the first
quarter. The Registrant plans to remain active in this market.
Service fees earned increased 7.4% in 1998 to $2,451,808 compared to $2,283,061
reported in 1997. This increase is the result of higher fee-for-service revenue
from new and extended service contracts. In the fourth quarter of 1997, the
Registrant was awarded a three year servicing contract by the Florida Automobile
Joint Underwriting Association, effective January 1, 1998. Also, the Florida
Residential Property Casualty Joint Underwriting Association extended a major
servicing contract through March 1999. While it is impossible to predict with
certainty, service fees generated pursuant to these contracts could be as much
as $14,000,000.
Investment income decreased 18.9% in the first quarter of 1998 due to a lower
level of invested assets and lower interest rates resulting from the utilization
of cash to meet the maturation of prior year loss costs.
Total consolidated expenses decreased 7.1% from $13,026,855 during the first
quarter of 1997 to $12,105,303 during 1998.
Loss and loss adjustment expenses incurred declined 27.8% during 1998 over 1997
with a 19.3% improvement in the minimum limits automobile personal injury
protection/property damage line of business. Loss and loss adjustment expenses
incurred as a percentage of earned premium was 59.7% in 1998 compared to 75.4%
in 1997. In it's efforts to reduce loss and loss adjustment expenses incurred,
as it relates to earned premium, the Registrant initiated a significant rate
increase in the minimum limits personal injury protection line of business in
the fourth quarters of 1995 and 1996. The Registrant introduced a new rate
increase in March 1998.
Due to the inherent uncertainty in estimating reserves for losses and loss
adjustment expenses, which are estimates of the amounts necessary to settle
reported and unreported claims and their related 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. The Registrant
believes its current reserves are adequate
The loss and loss adjustment expense experienced on the business which the
Registrant originates and cedes to its reinsurers may also adversely affect the
Registrant's profitability in the future. The Registrant increased the ceding
percentage to 75% from 60% on certain lines effective January 1, 1998. This was
done to take advantage of reduced reinsurance costs and more favorable terms. If
the Registrant's ratio of loss and loss adjustment expenses to earned premium
deteriorates, it is likely that over time the Registrant's cost of reinsurance
would increase, and it is possible that at some future point the Registrant
could not obtain reinsurance on economically viable terms.
-8-
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997
1998 Compared to 1997 (continued)
Policy acquisition costs increased 17.3% during 1998 due principally to lower
ceding reinsurance commission limits. Salary and wages increased 9.6% due to the
hiring of a number of key personnel during the later half of 1997 to help manage
the Company into the next century. This included a senior vice president of
claims, a vice president of information systems and a vice president of human
resources. General and administrative expenses increased 112% primarily due to a
$539,000 allocation of overhead costs to loss expense costs in the first quarter
of 1997, one time cost associated with the relocation of executives and
professional fees associated with the Registrant's computer system enhancements.
Financial Position, Liquidity and Capital Resources
Net cash flow from operations was negative in 1998 as loss and loss adjustment
expense payments and consolidated operating expense payments exceeded premiums,
fees and investment revenues. Such negative cash flow resulted in part from
accelerating loss payments in the minimum limits automobile personal injury
protection line of business. The Registrant believes this practice will improve
overall loss and loss expense experience by reducing ultimate loss settlement
costs and litigation expenses. 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 1998, the Registrant began making principal payments on the $12,000,000 note
payable. Payments of $600,000 plus accrued interest are due quarterly with the
entire unpaid balance due October 2002.
The Registrant is in the process of purchasing a new computer system to meet the
year 2000 transition and provide support for a growing business. Management has
budgeted $1.4 million for this project. The new computer system will allow the
Registrant to process more business in-house thereby eliminating the costs of
using certain third party providers as well as providing cost saving
opportunities on the Registrant's core business.
In prior years, certain computer programs were written using two digits rather
than four to define the applicable year. These programs were written without
considering the impact of the upcoming change in the century and may experience
problems handling dates beyond the year 1999. This could cause computer
applications to fail or create erroneous results unless corrective measures are
taken. Incomplete or untimely resolution of the Year 2000 issue could have a
material adverse impact on the Registrant's business, operations or financial
condition in the future. However, with the number of options available in the
form of software solutions, the Year 2000 issue should not pose a significant
problem to the Registrant. The Registrant plans to have its year 2000 solution
in place by mid year 1998.
The Registrant paid an annual dividend of $.35 per share on February 3, 1998 to
shareholders of record on January 20, 1998. The dividend payment totaled
$2,486,920.
The Registrant maintains sufficient liquidity to meet operational needs. Cash
dividend, capital expenditure and operating requirements will be provided by
operations and investment activities. The investment policy continues to
emphasize higher quality securities matched closely with the short liability
duration.
Forward-Looking Statements
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 are deemed by the Registrant to be covered by and to
qualify for 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 10K for the fiscal year ended December 31,
1997 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 the Florida Automobile Joint Underwriting Association, and (ii) the
extension of a service contract by the Florida Residential Property and Casualty
Joint Underwriting Association,
-9-
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997
1998 Compared to 1997 (continued)
and (b) the improvement of cash flow as a result of rate increases and a return
to a more normal pattern of loss settlements. 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 automobile minimum
limits personal injury protection line of business and adequacy of loss
reserves. 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.
-10-
<PAGE> 13
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
(b) Reports on Form 8K
No reports on Form 8K were filed for the quarter ended March
31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MOBILE AMERICA CORPORATION
Registrant
May 14, 1998 By /s/ Thomas L. Stinson
- ------------ ------------------------------
Date Thomas L. Stinson
Senior Vice President and
Chief Financial Officer
-11-
<PAGE> 1
EXHIBIT 11
Mobile America Corporation and Subsidiaries
Unaudited Computations of Earnings per share
Quarters ended March 31, 1998 and 1997
See Note 3 to financial statements.
-12-
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MOBILE AMERICA CORPORATION FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<DEBT-HELD-FOR-SALE> 25,991,332
<DEBT-CARRYING-VALUE> 42,341,020
<DEBT-MARKET-VALUE> 42,592,426
<EQUITIES> 1,745,129
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 86,233,391
<CASH> 1,424,315
<RECOVER-REINSURE> 3,335
<DEFERRED-ACQUISITION> (2,576,484)
<TOTAL-ASSETS> 127,203,240
<POLICY-LOSSES> 25,562,888
<UNEARNED-PREMIUMS> 33,491,445
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 11,400,000
0
0
<COMMON> 191,110
<OTHER-SE> 38,643,612
<TOTAL-LIABILITY-AND-EQUITY> 127,203,240
10,424,576
<INVESTMENT-INCOME> 1,232,723
<INVESTMENT-GAINS> (23,924)
<OTHER-INCOME> 2,455,268
<BENEFITS> 6,221,541
<UNDERWRITING-AMORTIZATION> 1,278,993
<UNDERWRITING-OTHER> 4,604,769
<INCOME-PRETAX> 1,983,340
<INCOME-TAX> 637,426
<INCOME-CONTINUING> 1,345,914
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,345,914
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
<RESERVE-OPEN> 15,905,704
<PROVISION-CURRENT> 6,340,508
<PROVISION-PRIOR> (133,967)
<PAYMENTS-CURRENT> 1,866,815
<PAYMENTS-PRIOR> 8,860,771
<RESERVE-CLOSE> 11,384,653
<CUMULATIVE-DEFICIENCY> (133,967)
</TABLE>
