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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999 Commission file No. 0-6764
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Mobile America Corporation
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(Exact name of registrant as specified in its charter)
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<S> <C>
FLORIDA 59-1218935
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
10475 Fortune Parkway, Suite 103
Jacksonville, Florida 32256
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (904) 363-6339
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
Title of each class on which registered
None None
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</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.025 par value
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(Title of Class)
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(Title of Class)
The aggregate market value of the voting stock held
by non-affiliates of the Registrant at March 20, 2000: $5,995,004
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Common Stock ($.025 Par value) outstanding at March 20, 2000: 7,467,542 Shares
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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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
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Forward-Looking Statements
This Form 10-K contains 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 Mobile America Corporation (the
"Company") to be covered by and to qualify for safe harbor protection provided
by the Private Securities Litigation Reform Act of 1995. Such statements may
use words such as "believes", "expects", "intends", "may", "will", "should",
"anticipates", or the negative forms of those words, and describe strategies,
goals, expectations of future results and other forward-looking information of
the Company. Except for historical information, the matters discussed in this
Annual Report on Form 10-K are forward-looking statements that are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties include, but are
not limited to:
- - the effects of economic conditions and conditions which affect the
market for property and casualty insurance;
- - laws, rules and regulations which apply to insurance companies;
- - the effects of competition from other insurers;
- - risks the Company faces in entering new markets and diversifying the
products and services it offers;
- - weather-related events and other catastrophes; and
- - other risks which the Company identifies in future filings with the
Securities and Exchange Commission.
The Company disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information, future
events or otherwise.
PART 1
Item 1. Business
Overview
Mobile America Corporation (the "Company"), through its two principal wholly
owned subsidiaries, Mobile America Insurance Group, Inc. ("MAIG"), a managing
general agent for the Company's insurance subsidiaries, and Fortune Insurance
Company ("Fortune"), a Florida-domiciled property and casualty insurance
company, is engaged primarily in the underwriting and marketing of minimum
requirement automobile insurance in Florida. Minimum requirement automobile
insurance includes personal injury protection and property damage liability
coverage sold to individuals at the minimum coverage levels required to
maintain a vehicle registration in Florida. Fortune also writes automobile
physical damage coverage, commercial automobile coverage and homeowner's
insurance.
The Company's other significant wholly owned subsidiaries are as follows:
Pegasus Insurance Company ("Pegasus"), an Oklahoma-domiciled property and
casualty insurance company, operates as an excess and surplus lines insurer in
Florida. Excess and surplus lines insurers accept business that cannot be
placed through the market's more traditional outlets due to underwriting limits
or risk concentration. Pegasus' primary product is homeowner's insurance. It
also offers fire, general liability and commercial property coverage. Pegasus
maintains significant reinsurance cover which limits its loss on any one risk
to $40,000.
Fortune Premium Finance, Inc. ("Fortune Premium Finance", formerly known as Big
Gorilla, Inc.), a licensed Florida premium finance company, provides a policy
premium financing source for MAIG's brokers.
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Item 1. Business (continued)
Overview (continued)
Fortune Financial Corporation ("Fortune Financial") acts as a servicing
provider for Fortune Insurance Company which is a servicing carrier for the
Florida Automobile Joint Underwriting Association (FAJUA). It is also a
subcontractor, through a third party arrangement, for the Florida Residential
Property and Casualty Joint Underwriting Association (FRPCJUA). Fortune
Financial provides administrative services including underwriting and claims
settlement for these entities for a fee and accepts no insurance risk.
Total insurance operations of the Company generated direct written insurance
premiums of $57.3 million during 1999. Insurance premiums earned, net of
reinsurance cessions, were $29.7 million, or 78% of reported revenue in 1999.
Private Passenger Automobile Insurance
The Company's primary product is nonstandard, private passenger automobile
insurance, sold primarily in the south Florida area. Nonstandard automobile
insurance refers to automobile insurance products for people who have been
cancelled or rejected by other insurers, and represents approximately one-fifth
the total United States market for automobile insurance. Private passenger
automobile insurance earned by the Company accounted for 80% of its direct
(before reinsurance) consolidated revenues over the last five years.
The Company's primary private passenger automobile product is designed to offer
its policyholders the minimum coverage necessary to obtain and maintain vehicle
registration in Florida. The product contains both a personal injury protection
(PIP) component and a property damage liability (PDL) component. PIP/PDL
coverage represented 79% of the Company's $57.3 million in consolidated direct
written premium for 1999. Policies are written on a cash with application
basis, which means that the Company receives a check for the full amount of the
policy at the time the policy application is received. Most of the Company's
policyholders finance their premium payment through premium finance companies.
During 2000, the Company intends to expand its product mix by offering more
complete automobile insurance coverage with higher limits. It also intends to
begin offering a direct billing option on its policies by late 2000, in which
it would bill the insureds for their policies, including multiple payment
options.
During 1998 and 1999 the Company incurred significant losses on private
passenger automobile insurance. A new underwriting and claims system was
implemented in June 1998. The system did not function as intended, and the
Company lost its ability to adequately service both its policyholders and its
agents. Significant backlogs of unprocessed business developed, and as agents
were unable to obtain adequate service from the Company the quality of the
business they sent to the Company declined. In addition, the backlog of
unprocessed business led to an increase in fraudulent activity, particularly in
the Company's PIP line. For example, a claim could be submitted on a policy
which had already cancelled, but due to the backlog of unprocessed
cancellations the Company's system still showed that the policy was in force
and the claim might be paid erroneously. Significant processing backlogs
existed throughout the second half of 1998 and the first half of 1999.
In response to its deteriorating performance the Company instituted a number of
changes. In September 1999 the Company began a review of the quality and
quantity of business written by the independent agents through which it markets
its products. As a result of this initiative, the Company has reduced the
number of agents through which it writes business from almost 1,700 to
approximately 640. The agents whom the Company cancelled represented
approximately 26% of the Company's private passenger auto direct written
premium. The Company's 1999 incurred loss ratio for private passenger
automobile business was 111% for the cancelled agents and 70% for the agents
retained. Because of agency
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Item 1. Business (continued)
Private Passenger Automobile Insurance (continued)
cancellations the Company's financial plan for 2000 calls for a further decline
in the volume of direct written premium, but a much more substantial decline in
losses. The backlog of unprocessed new business and cancellations has been
eliminated. All current business is processed in a timely manner. Telephone
capacity has been increased in customer service to minimize customer wait
times. Changes in workflow have been made to minimize the number of errors
associated with policy processing. An across-the-board rate increase of 6% on
PIP was implemented in October 1999. The claims department has established both
a medical review team and a Special Investigations Unit to fight PIP fraud. The
Company believes that these initiatives will have a significant positive impact
on its profitability in 2000 and forward.
Property Insurance and Other
The Company also writes property insurance, both on a regular and on a surplus
lines basis. Direct written premium in 1999 totaled $6.7 million, of which $4.4
million was through Pegasus, the Company's excess and surplus lines subsidiary.
In August of 1999 Fortune and Pegasus stopped writing new business in south
Florida due to an inadequate level of catastrophe reinsurance. In November,
Pegasus raised rates by 25%. New business in the two subsidiaries will be
accepted in 2000 at such time as the exposure to catastrophe losses have
declined to a level more appropriately matched to their reinsurance programs.
In December, the Company outsourced the policy processing of its property
insurance business to Policy Management Systems Corporation. The Company does
not intend to focus on property insurance over the near term. Property
insurance will be used primarily to offer a broader product line to agents
producing greater volumes of private passenger automobile insurance.
The Company owns a premium finance subsidiary. Fortune Premium Finance provides
broker agents a source for financing policy premiums. During 1999, it financed
8,678 policies underwritten by Fortune, Pegasus and the FAJUA business
processed through Fortune Financial.
The Company has a subsidiary which engages in fee-for-service businesses.
Fortune Financial processes FRPCJUA policy premiums on a subcontracting basis
for Policy Management Systems Corporation (PMSC). For providing this service,
Fortune Financial retains a percentage of the gross written premiums (less
catastrophe premiums) generated from the policies it services. The FRPCJUA pool
of policies has been shrinking rapidly, as more companies are willing to take
out that business. In the fourth quarter of 1999 Fortune Financial terminated
its subcontracting arrangement with PMSC for new FRPCJUA policies, although it
will continue to service existing policies until those policies expire during
2000. Fortune Financial also services the FAJUA. The FAJUA pool of available
policies has also been shrinking rapidly. Fortune Financial stopped accepting
new FAJUA policies in the fourth quarter of 1999. It will continue to service
existing policies until they expire during 2000.
The Company also owns a life insurance subsidiary (Fortune Life Insurance
Company) which sells annual renewable term life insurance with limited first
year benefits. During 1999, total life insurance premium written was $38,000.
Management Changes
On May 25, 1999, the Company's President and Chief Executive Officer, Allan J.
McCorkle, resigned and retired from the Company. Arthur L. Cahoon was appointed
interim President and Chief Executive Officer of the Company until a permanent
replacement for Mr. McCorkle could be found. On August 9, 1999, Mr.
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Item 1. Business (continued)
Management Changes (continued)
Cahoon replaced Mr. McCorkle as the Company's Chairman of the Board. On August
1, 1999, J. John Wortman joined the Company as its new President and Chief
Executive Officer. On August 23, 1999, Michael P. Cody joined the Company as
Chief Information Officer. On September 23, 1999, Mark P. Brockelman joined the
Company as Chief Financial Officer. On October 1, 1999, Genny Mitchell was
appointed Director of Human Resources for the Company.
Strategy
The Company reformulated its strategy in the third quarter of 1999 to focus
first on returning its private passenger automobile insurance product line to
profitability by:
- - stabilizing its system platform;
- - eliminating backlogs of unprocessed business;
- - building a solid balance sheet, including the strengthening of loss
reserves;
- - analyzing its independent agents and terminating relationships where
sufficient profitability or volume did not exist;
- - assessing the rate adequacy of its products and adjusting rates where
appropriate;
- - improving relationships with its regulators; and
- - looking for market opportunities to profitably expand its private
passenger automobile business through selective acquisitions.
In the near term, the Company is not emphasizing growth in its other lines of
business. The Company will continue to write commercial automobile insurance,
to selectively write property insurance in accordance with its catastrophe
reinsurance capacity and to originate premium finance accounts, but only to the
extent that such activities do not interfere with the return of its private
passenger automobile business to profitability.
Subsequent events
On February 2, 2000, the Company terminated 35 employees in a reduction in
force. The reduction was in response to the reduced volume of business the
Company experienced during 1999, the cancellation of third party fee-for-service
contracts, and the outsourcing initiatives it has undertaken on the processing
of its property insurance business. Subsequent to the reduction in force the
Company had 179 employees.
On March 1, 2000 the Company implemented a complete product and rate revision
for its private passenger automobile insurance. Coverages were revised, class
codes segmented, vehicle factors adjusted, new make and model segmentation
implemented and commission schedules streamlined, with rates adjusted on a
territory-by-territory basis.
On March 1, 2000, the Company outsourced the processing of Fortune Premium
Finance's accounts to ETI Financial, Inc. Fortune Premium Finance will continue
to originate finance contracts and, after payment of processing fees, will
share the bottom line profits with ETI on a joint venture basis.
At December 31, 1999, the Company did not meet all of the financial ratio tests
specified in its Credit Agreement with SouthTrust Bank and had therefore
incurred an event of default under the terms of the Agreement. On March 17,
2000, the Company and SouthTrust agreed on modifications to the terms of the
Credit Agreement to eliminate the event of default. In exchange for a principal
reduction of $2 million,
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Item 1. Business (continued)
Subsequent events (continued)
SouthTrust is waiving the applicability of certain financial ratios through
December 31, 1999 and modifying the financial ratio requirements on a
go-forward basis. The documents outlining the amendment to the Credit Agreement
are currently under review by both parties. The remaining outstanding principal
balance of the loan after the principal reduction payment will be $4.6 million.
In the event that the parties do not execute the amendment, SouthTrust would
have the right to call the loan.
Since January 1, 2000, several of the Company's competitors have raised rates,
lowered commissions, stopped issuing PIP/PDL policies or been placed under
regulatory supervision. The Company views this as a significant competitive
opportunity, and is pursuing ways to capitalize on it.
Historically, the Company has separately negotiated with reinsurance carriers
for its quota share, excess of loss and catastrophe reinsurance needs.
Effective April 1, 2000, the Company has selected E.W. Blanch as its
reinsurance broker. In that capacity, E.W. Blanch will place all of the
Company's reinsurance under an integrated reinsurance plan.
Business Segments
The Company's reportable segments are business entities that offer different
insurance-related products or services. This includes Fortune (automobile
insurance), Pegasus (excess and surplus lines insurance), Fortune Financial
(fee-for-service policy administration) and Fortune Premium Finance (premium
financing). Fortune writes a small amount of commercial automobile insurance,
personal property insurance and commercial multi-peril insurance which is
considered immaterial to the Company's operations and is included in the
automobile segment for reporting purposes.
MAIG collects fees for placing and servicing business underwritten by Fortune
and Pegasus. These fees and related expenses have been allocated to the Fortune
automobile and Pegasus excess and surplus lines segments. MAIG has no other
source of operating revenue.
Financial information regarding the Company's segments presented in Note 12 of
Notes to Consolidated Financial Statements for the three years ended December
31, 1999 is incorporated herein by reference.
Competitive Conditions
The automobile insurance and other property and casualty markets in which the
Company operates are highly competitive. The Company competes for its customers
on the basis of price, coverages offered, claim handling, and customer service
to both its insureds and its agents. Competition is provided by both large,
well-capitalized national companies and by smaller regional insurers. While the
Company relies on internal financial analysis of rates needed and intelligence
gathered on its competitors' rates to segment and price its target markets
according to risk potential, some competitors merely price their coverage at
rates set lower than the Company's published rates. A number of the Company's
competitors have recently left the Company's target markets, have limited the
volume of business they will write of the Company's target products or have
limited the commissions they will pay agents to sell those products, or have
experienced financial difficulties requiring the intervention of the Florida
Department of Insurance. These are all indicative factors of a highly
competitive and currently financially difficult market. The Company's strategy
for 2000 is to capitalize on the business opportunities presented by these
market dislocations and disruptions.
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Item 1. Business (continued)
Regulatory Environment
The Company's insurance subsidiaries are generally subject to regulation and
supervision by insurance departments of the jurisdictions in which they are
domiciled or licensed to transact business. The nature and extent of such
regulation and supervision varies from jurisdiction to jurisdiction. However,
since all three of the Company's insurance subsidiaries transact all of their
business in Florida, the Florida Department of Insurance is the primary
regulatory authority over the Company. The Florida Department of Insurance has
broad administrative powers relating to licensing, regulating premium rates and
policy forms, prescribing statutory accounting methods and the form and content
of statutory financial reports, and regulating the type and amount of
investments permitted. The Oklahoma and Arizona Departments of Insurance also
exercise jurisdiction over Pegasus and Fortune Life, since they are
respectively domiciled there. In addition, Fortune and Fortune Life are both
licensed in Louisiana, although neither conducts any business there.
Insurance departments are authorized to make periodic and other examinations of
regulated insurers' financial condition and market conduct, to ensure adherence
to statutory accounting principles and compliance with state insurance laws and
regulations.
Insurance companies are generally required by insurance regulators to maintain
sufficient surplus to support their writings. Although the ratio of writings to
surplus that the regulators will allow is a function of a number of factors,
including the type of business being written, the adequacy of the insurer's
reserves and the quality of the insurer's assets, as a general rule the
regulators prefer that annual net written premiums be not more than three times
the insurer's total policyholders' surplus. Thus, the amount of an insurer's
surplus may limit its ability to grow its business.
From time to time the insurance industry comes under pressure from regulators,
legislators or special interest groups to reduce, freeze or set rates to or at
levels that are not necessarily related to underlying costs. Should this kind
of activity occur in the future, it would adversely affect the profitability
and growth of the Company's insurance operations by limiting the ability to set
rates commensurate with market loss dynamics and the Company's internal costs
of providing insurance. The impact of this or other future regulatory or
legislative changes on the Company's business cannot be predicted.
The Company's Fortune Insurance Company subsidiary ended 1999 with statutory
surplus (equity) of $3,504,666. This is significantly below the National
Association of Insurance Commissioners Authorized Control Level Risk Based
Capital requirement of $7,236,252, placing Fortune in the Mandatory Control
Level category. In February 2000 the Company contributed $3,885,853 in cash and
high-grade bonds to Fortune, increasing its surplus to $7,390,519 and placing
it at the Regulatory Action Level. In accordance with the requirements of the
Regulatory Action Level, the Company is working with the Florida Department of
Insurance to prepare a Risk-Based Capital Plan which will outline the steps the
Company will take to further strengthen Fortune's surplus and remove it from
the Regulatory Action Level.
In 1998, the NAIC adopted the Codification of Statutory Accounting Principles
guidance which will replace the current NAIC Annual Statement Instructions and
Accounting Practices and Procedures manual as the NAIC's primary guidance on
statutory accounting. The implementation date established by the NAIC is
January 1, 2001; however, the effective date will be specified by each
insurance company's state of domicile. The Company is currently evaluating the
potential effect of the Codification guidance, but does not expect it to have a
material impact on the Company's statutory surplus.
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Item 1. Business (continued)
Loss and Loss Adjustment Expense Reserves
The consolidated financial statements include the estimated liability for
unpaid losses and loss adjustment expenses (LAE) of the Company's insurance
subsidiaries. Total loss reserves are established at a level that is intended
to represent the best estimate of needed reserves within a reasonable range of
estimates. The liabilities for losses and LAE are determined using actuarial
and statistical procedures and represent undiscounted estimates of the ultimate
net cost of all unpaid losses and LAE incurred through December 31 of each
year. These estimates are subject to the effect of future trends on claim
settlement. Estimates are reviewed and adjusted as experience develops and new
information becomes known. Such adjustments, which could result in either a
redundancy or deficiency to reserves reported in prior periods, are reflected
in the current results of operations.
The Company's insurance subsidiaries have entered into several reinsurance
agreements covering specific lines of business, which provide loss protection
through reinsurance on a quota share or excess of loss basis.
The following tables present, for the Company's property and casualty
businesses, loss and loss adjustment expenses on a paid and incurred basis for
the past three one-year periods, and development of losses and loss adjustment
expenses over the past ten years, all net of reinsurance.
Losses and Loss Adjustment Expenses
<TABLE>
<CAPTION>
Unpaid Incurred Related to * Payments Related to Unpaid
Beginning Current Prior Total Current Prior End of
of Year Year Years Incurred Year Years Year
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Year ended December 31, 1999:
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$11,400,131 $23,620,251 $3,945,636 $27,565,887 $14,836,176 $11,829,963 $12,299,879
Year ended December 31, 1998:
$15,905,704 $22,435,796 $3,469,432 $25,905,228 $15,897,843 $14,512,958 $11,400,131
Year ended December 31, 1997:
$20,040,739 $35,706,903 ($2,736,845) $32,970,058 $23,961,413 $13,143,680 $15,905,704
</TABLE>
* Includes losses incurred but not reported (IBNR)
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Analysis of Loss and Loss Adjustment Expense Development
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<CAPTION>
Year Ended December 31, 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Liability for Unpaid
Losses And Loss Adjustment
Expenses $13,577 $14,996 $14,906 $17,207 $19,410 $19,103 $20,808 $20,041 $15,906 $11,400 $12,300
Paid (Cumulative) As of:
End of Year -- -- -- -- -- -- -- -- -- -- --
One Year Later 6,311 8,583 6,245 13,306 13,641 13,273 9,164 13,143 14,513 11,830
Two Years Later 8,854 10,899 11,806 15,520 16,292 17,601 13,361 14,084 16,849
Three Years Later 9,772 11,918 12,380 16,355 17,912 19,809 14,100 15,024
Four Years Later 10,297 12,170 12,783 16,856 18,782 20,034 14,796
Five Years Later 10,390 12,313 12,939 17,175 18,735 20,437
Six Years Later 10,455 12,373 13,083 17,047 18,937
Seven Years Later 10,496 12,445 12,893 17,157
Eight Years Later 10,565 12,242 12,912
Nine Years Later 10,355 12,258
Ten Years Later 10,361
Liability Re-estimated as
of:
End of Year 13,577 14,996 14,906 17,207 19,410 19,103 20,808 20,041 15,906 11,400 12,300
One Year Later 10,173 12,653 12,434 16,488 19,392 19,292 16,485 17,304 18,260 15,346
Two Years Later 10,496 12,203 12,916 17,507 18,856 21,027 16,732 15,317 18,656
Three Years Later 10,204 12,332 13,111 17,235 19,458 20,799 14,748 15,770
Four Years Later 10,396 12,382 13,009 17,414 19,339 20,362 15,289
Five Years Later 10,464 12,373 13,190 17,528 18,976 20,712
Six Years Later 10,487 12,517 13,388 17,180 19,120
Seven Years Later 10,628 12,731 12,979 17,296
Eight Years Later 10,832 12,301 13,034
Nine Years Later 10,399 12,325
Ten Years Later 10,424
Redundancy (Deficiency) 3,153 2,671 1,872 (89) 290 (1,609) 5,519 4,271 (2,750) (3,946)
Percentage 23.2% 17.8% 12.6% (0.5)% 1.5% (8.4)% 26.5% 21.3% (17.4)% (34.7)%
</TABLE>
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Item 1. Business (continued)
Loss and Loss Adjustment Expense Reserves (continued)
The above table presents the development of balance sheet liabilities for 1989
through 1999. The top line of the table shows the estimated liability for
unpaid losses and LAE recorded at the balance sheet date for each of the
indicated years. This liability represents the estimated amount of losses and
LAE for claims arising in all prior years that are unpaid at the balance sheet
date, including losses that had been incurred but not reported. The upper
section of the table shows the cumulative amount paid with respect to the
previously recorded liability as of the end of each succeeding year. The lower
portion of the table shows the re-estimated amount of the previously recorded
liability based on experience as of the end of each succeeding year. The
estimate is increased or decreased as more information about the claims becomes
known for individual years. The "Redundancy (Deficiency)" line represents the
aggregate change in the estimates over all prior years. These amounts have been
reflected in income over the particular span of years involved and do not
represent the impact to income in any one year.
Reinsurance
The Company participates in various reinsurance agreements that significantly
affect its operations. Risks are reinsured to limit loss size and to increase
underwriting capacity, although the Company remains primarily liable to the
policyholders on all risks transferred.
The Company maintains quota share reinsurance on its personal injury protection
(PIP) and property damage liability (PDL) lines. In 1999 the Company quota
shared 60% of its PIP and PDL business, but will drop to a 40% quota share in
2000 as a result of its agency cancellation initiatives.
The Company separately acquires property and casualty excess of loss
reinsurance, in which losses in excess of $40,000 are ceded to reinsurers.
Catastrophic property losses of Fortune Insurance Company are reinsured under
the Florida Hurricane Catastrophe Fund. Catastrophic property losses of Pegasus
Insurance Company are reinsured by various reinsurers. The Company also
maintains reinsurance coverage for extra-contractual obligations and excess
limits judgments.
Item 2. Properties
The executive and general offices of the Company and its subsidiaries are
located at 10475 Fortune Parkway, Jacksonville, Florida 32256. During 1999 the
Company renegotiated the lease on its existing 23,000 square feet and took over
11,000 additional contiguous square feet, consolidating its other Jacksonville
location. The lease for all 34,000 square feet currently runs through August
2006, with annual lease payments of $324,702 escalating to $387,838 in the
final year of the lease.
In 1996 the Company purchased land and a building in Jacksonville, Florida for
$167,000. This facility currently serves as off-site storage.
In March 1999 one of the Company's subsidiaries, Fortune Insurance Company,
entered into an agreement to sell two tracts of land for $415,000. The tracts
had been purchased in 1987 and 1986 for $165,000 and $140,000, respectively.
The transaction closed in August 1999.
One of the Company's subsidiaries, Fortune Life Insurance Company, owns land
and a building which it purchased for $88,000 in 1982. In November 1999,
Fortune Life Insurance Company entered into an agreement to sell that property
for $207,000. One of the purchasers, Holly McCorkle, is on the Company's board
of directors. An independent appraisal in October 1998 placed the value of the
property at $230,000.
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Item 2. Properties (continued)
The 10% price differential approximates the marketing and realtor fees the
Company anticipated incurring to dispose of the property had it placed the
property for sale to the general public. The transaction is scheduled to close
in May 2000.
Item 3. Legal Proceedings
The Company and its subsidiaries are routinely parties to pending or threatened
legal proceedings and arbitration. These proceedings may include claims for
punitive damages in addition to other specified relief. Based upon information
currently available, and in light of legal and other defenses available to the
Company and its subsidiaries, management does not consider liability from
threatened or pending litigation to be material.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's annual meeting of stockholders held on August 9, 1999, the
following members were elected to the Board of Directors:
<TABLE>
<S> <C> <C>
Arthur L. Cahoon John Michael Garrity Allan J. McCorkle
Holly J. McCorkle Thomas J. McCorkle Thomas Edwin Perry
R. Lee Smith Robert Thomas III
</TABLE>
(This space intentionally left blank.)
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PART II
Item 5. Market for the Company's Common Equity and Related Stockholder Matters
Market Information
The Company's common stock is traded on the NASDAQ Stock Market under the
symbol MAME.
The following table shows the range of high and low sale quotations for the
Company's common stock for each of the last eight quarters ended December 31,
1999, as obtained from the National Association of Securities Dealers.
<TABLE>
<CAPTION>
Quarterly Period Ended High Low
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<S> <C> <C>
March 31, 1998 $ 13.88 $ 11.00
June 30, 1998 10.38 9.75
September 30, 1998 9.25 4.50
December 31, 1998 5.13 3.23
March 31, 1999 4.31 2.75
June 30, 1999 4.38 2.00
September 30, 1999 3.63 2.00
December 31, 1999 2.41 1.69
</TABLE>
Holders
On March 20, 2000, the Company had 917 record holders of its common stock.
Dividends (adjusted for stock dividends)
In January 1998 the Company declared and paid a dividend of $.35 per share on
each of its shares of $.025 par value common stock.
In January 1999 the Company declared and paid a dividend of $.11 per share on
each of its shares of $.025 par value common stock.
II-1
<PAGE> 13
Item 5. Market for the Company's Common Equity and Related Stockholder Matters
(continued)
Market Information (continued)
Further dividends to stockholders are not allowed until the Company's loan with
SouthTrust Bank is retired. The Company intends to pay off the SouthTrust loan
during 2000. Also, the Company's insurance subsidiaries' ability to pay
dividends to the Company are limited by state statutes and regulations.
(This space intentionally left blank.)
II-2
<PAGE> 14
Item 6. Selected Financial Data
Mobile America Corporation & Subsidiaries
Years Ended December 31, 1999, 1998, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total Revenues $38,147,242 $48,302,029 $58,810,207 $48,163,935 $52,925,874
Net Income (Loss) $(9,884,667) $(949,625) $6,045,285 $6,655,711 $5,999,694
Diluted Earnings (Loss) per Share $(1.35) $(0.13) $0.84 $0.93 $0.84
Total Assets at Year-End $90,156,404 $134,270,283 $144,305,443 $169,943,622 $182,771,162
Long-Term Obligations $7,200,000 $9,600,000 $12,000,000 $12,000,000 $12,000,000
Cash Dividends per Common Share N/A $0.35 $0.35 $0.30 $0.16
</TABLE>
Earnings per share and cash dividends per share amounts have been
restated to conform with stock dividends and splits.
Earnings per share amounts are presented in conformity with Statement
of Financial Accounting Standards No. 128.
All amounts have been restated for the prior-period adjustment
described in Note 2 to the Consolidated Financial Statements.
Presentation of total assets at year-end has been changed to classify
amounts due the Company under reinsurance agreements as assets rather
than contra-liabilities.
II-3
<PAGE> 15
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition
Mobile America Corporation ("the Company") is a holding company whose
revenue-producing operations are conducted through its insurance and
non-insurance subsidiaries. The Company receives cash primarily through
borrowings and subsidiary dividends and uses those proceeds to fund subsidiary
operations, retire outstanding indebtedness and pay shareholder dividends.
The Company invests in fixed-maturity, equity and short-term securities. The
Company's investment policy is designed to satisfy the high-quality, short- to
medium-term duration investment composition necessitated by its insurance
operations. This policy provides the Company with the flexibility it needs to
maintain stable asset values while meeting the cash flow needs of its claims
payments and other operational activities.
The majority of the Company's portfolio is invested in high-grade,
fixed-maturity securities, of which short- and intermediate term fixed-maturity
securities represented $36.5 million, or 88%, at the end of 1999, compared to
$59.5 million, or 75%, at the end of 1998. Equity securities represented $1.6
million, or 4%, of the portfolio at the end of 1999, compared to $1.5 million,
or 2%, at the end of 1998. Common stocks represented 88% and 86% of equity
securities at the end of 1999 and 1998, respectively. Other short-term
investments at the end of 1999 totaled $3.5 million, compared to $18.5 million
at the end of 1998.
Due to the significant cash needs during 1999 to pay claims and fund operations
the Company decided to eliminate the distinction between securities held to
maturity and securities available for sale. As of year-end, the Company has
classified all investment securities as available for sale.
The Company had no investments in derivative financial instruments at any time
during 1999.
At December 31, 1999 the Company had receivables due from reinsurers totaling
$26.0 million, compared to $27.1 million at December 31, 1998. On December 29,
1999 the Company was notified by one of its reinsurers that a cash call by the
Company for $7.8 million was being denied. The disagreement centers on the
calculation of the amount of cash owed the Company by the reinsurer. The
Company strongly believes it is owed the entire amount and is currently
reviewing the matter in detail with the reinsurer.
As a result of the losses incurred by the Company in 1998 and 1999 it has
current and deferred income tax assets totaling $8.7 million. The Company is
amending its 1996 tax return to carry back $0.6 million, and is amending its
1997 tax return to carry back $1.4 million. The Company has historically been
profitable and believes that it will be again, and that the value of the $6.7
million tax loss carryforward will be fully realized as an offset to future
taxable income.
The Company's insurance loss reserves at December 31, 1999 totaled $26.0
million, compared with $29.1 million at December 31, 1998. Of those amounts,
respectively, $22.4 million and $26.8 million represent loss reserves for
personal injury protection and liability coverage on the Company's private
passenger auto business. The Company's inventory of private passenger auto
claims at the end of 1999 and 1998 totaled 6,386 and 10,107, respectively, with
corresponding reserves per claim at the end of 1999 and 1998 of $3,509 and
$2,655. The Company believes its level of reserves is sufficient to pay current
and future claims on all insurance written to date.
II-4
<PAGE> 16
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Financial Condition (continued)
Total stockholders' equity at December 31, 1999 totaled $24.4 million, or $3.27
per share outstanding, as compared with total stockholders' equity at December
31, 1998 of $35.6 million, or $4.96 per share outstanding. During 1999 the
Company issued 150,000 shares of common stock to its current Chairman of the
Board and 150,000 shares to its current President and Chief Executive Officer.
The shares were all issued pursuant to the Company's Incentive Plan at fair
market values totaling $843,750, and were 100% financed with purchase money
loans from the Company which are collateralized by the common stock.
On June 10, 1997, the Company issued 924,018 shares of common stock pursuant to
a 15% stock dividend on its $.025 par value common stock, effective for
shareholders of record on June 23, 1997. Earnings per share and dividend per
share amounts have been adjusted to reflect this stock dividend.
The Company has experienced significant negative net cash flow from operations
for each of the past three years as its business volume has declined and as it
has continued to settle outstanding claims from current and prior policies.
Sufficient liquidity is maintained within the structure of the Company's
investment portfolio to meet the cash flow needs of its operations. The Company
expects cash flow from operations to turn positive during 2000.
Results of Operations
Net income (loss) was ($9.9) million, or ($1.35) per share, in 1999, ($0.9)
million, or ($0.13) per share, in 1998 and $6.0 million or $0.85 per share, in
1997.
Direct written premiums decreased 25%, to $57.3 million in 1999, compared to
$75.9 million in 1998 and $86.9 million in 1997. Net written premiums were
$29.2 million in 1999, compared to $29.3 million in 1998 and $42.5 million in
1997. The difference between direct and net written premiums represents
reinsurance. The Company ceded 60% of the personal injury protection (PIP) and
property damage liability (PDL) coverage on its private passenger automobile
business through quota share reinsurance agreements in 1999, compared with 75%
in 1998 and 60% in 1997.
Private passenger automobile insurance represents approximately 85% of the
Company's total direct written premium. Homeowner's and other property
insurance represents another 13% and commercial automobile insurance represents
most of the remaining 2%.
Direct written premiums in the private passenger automobile business were $49.9
million in 1999, $69.8 million in 1998 and $80.2 million in 1997. In June of
1998 the Company installed a new underwriting and claims system. The conversion
process from the former system did not work properly, nor did the new system
perform as anticipated for new business. Throughout the balance of 1998 and the
first half of 1999 the Company experienced significant backlogs in processing
new business, endorsements and cancellations. The Company was unable during
that period to adequately service its customers, and as a result new business
volume declined.
II-5
<PAGE> 17
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Results of Operations (continued)
The Company writes homeowner's and other property insurance, both through its
primary insurance subsidiary and through an excess and surplus lines insurance
subsidiary. Direct written premiums on property insurance in 1999 totaled $7.0
million, compared to $6.0 million in 1998 and $6.5 million in 1997. In August
1999 the Company determined that its reinsurance to cover catastrophe losses in
its property business was inadequate. As a result the Company ceased writing
property insurance in Dade, Broward and Palm Beach counties and implemented a
25% rate increase in November in its excess and surplus lines business.
The Company earns fee income through its managing general agency subsidiary,
its premium finance subsidiary, its excess and surplus lines insurance
subsidiary and its fee-for-service subsidiary which acts as a third party
servicer for the Florida Residential Property and Casualty and Florida Auto
Joint Underwriting Associations (FRPCJUA and FAJUA, respectively). Managing
general agency fees for 1999 totaled $3.6 million, compared to $5.2 million in
1998 and $5.7 million in 1997. This decline mirrors the decline in the
Company's direct written premium. Interest income and fee revenue (net of
write-offs and allowances for bad debt) in the Company's premium finance
subsidiary totaled ($0.9) million for 1999, compared to $0.7 million for 1998
and $0.4 million for 1997. In the third quarter of 1999 the Company determined
that not all of the receivable balances for premium-financed policies were
collectible, and wrote off $1.1 million of that balance. Fees in the excess and
surplus lines insurance subsidiary totaled $0.5 million in 1999, compared with
$0.4 million in 1998 and $0.0 million in 1997. Fees in the Company's
fee-for-service subsidiary totaled $1.7 million in 1999, compared to $3.0
million in 1998 and $2.8 million in 1997. Both the FRPCJUA and FAJUA pools of
available policies have been shrinking rapidly, as more companies are willing
to take out that business. In response to the declining business opportunity to
provide third party servicing, the Company stopped accepting new business from
the FAJUA in October and the FRPCJUA in December. The Company will continue to
service the existing policy base as it declines through 2000, at which time the
Company will have exited the third party fee-for-service business.
Net investment income for 1999 totaled $3.4 million, compared to $4.6 million
in 1998 and $5.4 million in 1997. The Company has been liquidating its
investment portfolio as its volume of business has declined and as it has been
settling claims on prior business. Claims payments always lag the Company's
receipt of cash for the policies it writes, so the Company will begin
rebuilding its investment portfolio and therefore its net investment income
once business volume increases.
Claim costs, the Company's most significant expense, represent actual payments
made and changes in estimated future payments to be made to or on behalf of its
policyholders, including expenses required to settle claims and losses. Claim
costs are influenced by loss frequency and severity and by inflation. Loss
ratios (claim costs expressed as a percentage of premiums earned) were 93% in
1999, compared to 74% in 1998 and 75% in 1997. The direct loss ratios for the
Company's private passenger auto business for those three years were 100%, 89%
and 81%, respectively. As the Company lost its ability to adequately service
both its policyholders and its agents in 1998, the losses in the PIP line in
particular began to increase rapidly. The Company believes that its inability
to provide adequate agent and policyholder service during that timeframe led to
adverse selection, as agents sent the company business they were not successful
in placing elsewhere. The Company further believes that its backlogs of
unprocessed business increased the amount of fraud perpetrated against the
Company. Both factors contributed significantly to the increases in the private
passenger auto loss ratios during 1998 and 1999.
II-6
<PAGE> 18
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Results of Operations (continued)
Policy acquisition costs for 1999 totaled $6.8 million, compared to $8.6
million in 1998 and $2.4 million in 1997. These costs represent the commissions
paid by the Company to its agents, offset by ceding commission credits received
by the Company from its reinsurers. The ceding commission credits adjust over
time depending upon changes in loss ratios of the underlying business ceded.
Large ceding commission credits in 1997 reduced 1997's policy acquisition
costs. As loss ratios increased in 1998 and 1999 the ceding commission credits
were reduced, resulting in a smaller offset to the commissions paid to the
Company's agents.
Salaries and wages of $6.9 million were paid in 1999, compared to $7.5 million
in 1998 and $7.5 million in 1997. As the Company's business volume shrank so
did its headcount. In addition, no bonuses were paid in 1999.
General and administrative expenses totaled $12.5 million for 1999, compared to
$7.8 million in 1998 and $6.3 million in 1997. Late in the third quarter of
1999 the Company determined that the balances in the clearing accounts used to
record premium deposits during the time before the policies are processed into
the system were inaccurate. The source of the problem was traced to changes in
procedures implemented during the 1998 system conversion. The Company's
inability to adequately process its business in a timely fashion until the
third quarter of 1999 also resulted in an inability to adequately reconcile the
balances in its clearing accounts. During the fourth quarter of 1999 the
Company undertook a reconciliation project to determine the correct balances in
the three balance sheet accounts involved. The Company has taken a $4.6 million
write-off to adjust the three accounts to their proper year-end balances. The
procedures that caused this problem have been changed to prevent it from
reoccurring.
General and administrative expenses for 1999 also include one-time executive
retirement costs of approximately $0.5 million. Excluding the impacts of the
write-off and retirement costs, general and administrative expenses for 1999
totaled $7.4 million.
Year 2000 Disclosure
During the few years immediately preceding 2000 there was worldwide concern
that computer hardware and software would not appropriately recognize the
rollover into the year 2000 and would therefore generate erroneous data or
fail. During that time the Company took steps to address the issue within its
systems and to review its relationships with vendors who might also be
susceptible to the problem. The Company's systems rolled over to January 1,
2000 with only minor problems which were fixed within a few days. None caused
any business interruption.
Other
During review of a reinsurance agreement the Company discovered that in 1996 it
had incorrectly calculated the ceding commission it was owed under the
agreement. The cumulative effect of the error on net income and stockholders'
equity for 1996, 1997 and 1998 was approximately $1 million. The year-by-year
impact is shown in the Consolidated Statements of Changes in Stockholders'
Equity and is further described in Note 2 to the Company's consolidated
financial statements.
II-7
<PAGE> 19
Item 7A. Market Risk Disclosures for Financial Instruments
Market risk is the risk of potential loss in fair value of financial
instruments arising from adverse fluctuations in interest rates, market rates
and prices, foreign currency exchange rates, and other relevant market rate or
price changes.
The Company's investment policy is conservative with the long-term objective of
maximizing after-tax yield while providing liquidity and preserving assets and
stockholders' equity. The current investment mix is 74% intermediate- and
long-term debt securities, 4% equity securities and 22% short-term and other
investments. The company has no direct exposure to foreign exchange or
commodity risks.
The Company's exposure to market risk for changes in interest rates is
concentrated in its investment portfolio and to a lesser extent its debt
obligation. The following table provides information as of December 31, 1999
about its fixed-maturity investments that are sensitive to interest rates. The
table presents principal cash flows and related weighted-average interest rates
by expected maturity dates. Actual cash flows may differ from those stated as a
result of calls and prepayments. Short-term investments, which total $9.0
million at December 31, 1999, all mature within one year. Principal payments on
the Company's debt obligation are scheduled at $600,000 per quarter over the
next 8 quarters. The debt obligation accrues interest at 90 day LIBOR plus 250
basis points and the interest is payable monthly.
<TABLE>
<CAPTION>
Weighted
Principal Average
Fixed Maturities Cash Flows Interest Rate
<S> <C> <C>
2000 $7,225 6.59%
2001 7,257 6.26%
2002 4,883 6.19%
2003 3,095 6.15%
2004 1,112 6.40%
Thereafter 7,266 6.60%
----------
Total $30,838
==========
Market Value at December 31, 1999 $30,962
==========
</TABLE>
II-8
<PAGE> 20
Item 7A. Market Risk Disclosures for Financial Instruments (continued)
The Company's portfolio of marketable equity securities is exposed to equity
price risk arising from potential volatility in equity market prices. The
Company attempts to minimize the exposure to equity price risk by maintaining a
diversified portfolio limiting concentrations in any one company or industry.
For the Company's investment portfolio, there were no significant changes in
the Company's primary market risk exposures or in how those exposures are
managed compared to the year ended December 31, 1998. The Company does not
anticipate significant changes in its primary market risk exposures or in how
those exposures are managed in future reporting periods.
Item 8. Financial Statements and Supplementary Data
<TABLE>
<S> <C>
Report of Independent Certified Public Accountants II-10
Consolidated Balance Sheets, December 31, 1999 and 1998 II-11
Consolidated Statements of Operations II-12
Years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Comprehensive Income II-13
Years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows II-14
Years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Stockholders' Equity II-15
Years ended December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements II-16-39
</TABLE>
Item 9. Disagreements on Accounting and Financial Disclosure
None.
II-9
<PAGE> 21
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
and Stockholders
Mobile America Corporation
Jacksonville, Florida
We have audited the accompanying consolidated balance sheets of Mobile
America Corporation and Subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of operations, comprehensive income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1999. These financial statements and schedules referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Mobile
America Corporation and Subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the accompanying
Index in Item 14(a)2 of this Form 10-K are presented for purposes of complying
with the Securities and Exchange Commission's rules and are not part of the
basic financial statements. These schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic financial statements taken as a
whole.
CHERRY, BEKAERT & HOLLAND, L.L.P.
Orlando, Florida
March 17, 2000
II-10
<PAGE> 22
Mobile America Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 1999 and 1998
<TABLE>
<CAPTION>
Assets 1999 1998 Liabilities and Stockholders' Equity 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments: Insurance loss reserves, including
Securities held to maturity life insurance policy benefits of
at amortized cost (fair value $18,477 and $17,741 $26,024,918 $29,106,729
$0 and $30,811,888) $0 $30,321,793 Unearned premium 18,376,039 26,913,770
Securities available for sale at Unearned service fees 93,305 448,117
fair value (amortized cost Contractholders' funds 1,550,109 11,485,618
$32,553,832 and $27,240,132) 32,567,745 27,919,593 Reinsurance funds withheld and
balanced payable 7,129,761 17,268,135
Short-term investments 9,033,284 21,210,230 Claim payments outstanding 3,039,004 2,073,901
------------------------- Accrued expenses and other liabilities 2,307,233 1,579,854
Total investments 41,601,029 79,451,616 Deferred income tax on net unrealized
------------------------- gains on securities available for sale 4,730 231,017
Note payable 7,200,000 9,600,000
--------------------------
Cash 1,178,791 1,082,422 Total liabilities 65,725,099 98,707,141
--------------------------
Commitments and Contingencies
Receivables:
Insurance premiums 789,274 3,041,656 Stockholders' equity:
Accrued investment income 515,636 904,692 Common stock, $.025 par value per share
Reinsurance, paid losses and other 12,314,049 9,404,171 Authorized - 18,000,000 shares
Reinsurance recoverable, unpaid Issued - 7,944,414 and 7,644,414 shares 198,610 191,110
losses 13,706,562 17,688,861
Other receivables 238,258 933,253 Preferred stock, $.10 par value
Current income taxes 1,979,781 3,351,355 per share
------------------------- Authorized - 500,000 shares
Total receivables 29,543,560 35,323,988 Issued and outstanding - none 0 0
-------------------------
Capital in excess of par value 5,185,092 4,348,842
Deferred income tax 6,729,180 982,673
Accumulated other comprehensive income:
Ceded unearned premium 8,320,995 16,372,379 Net unrealized appreciation on
securities available for sale net of
deferred income taxes of $4,730 and
$231,017 9,182 448,444
Deferred policy acquisition costs (598,592) (2,743,281)
Property and equipment 2,038,187 2,153,357
Treasury stock at cost, 476,872 and
Equity in pools and associations 943,130 1,132,210 476,872 shares (1,233,069) (1,233,069
Stockholders' notes, 300,000 shares (843,750) 0)
Other assets 400,124 514,919
------------------------- Retained earnings 21,115,240 31,807,815
Total assets $90,156,404 $134,270,283 --------------------------
========================= Total stockholders' equity 24,431,305 35,563,142
--------------------------
Total liabilities and stockholders'
equity $90,156,404 $134,270,283
==========================
</TABLE>
See notes to consolidated financial statements.
II-11
<PAGE> 23
Mobile America Corporation and Subsidiaries
Consolidated Statements of Operations
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
-------------------------------------------------
<S> <C> <C> <C>
Revenues:
Insurance premiums earned net of
premiums ceded of $36,073,832,
$46,937,567 and $47,914,219 $ 29,721,119 $ 34,943,731 $44,171,359
Service fees earned 4,946,420 8,897,068 8,957,080
Investment income 3,447,583 4,629,349 5,390,681
Other 8,706 62,322 27,376
Net realized gains (losses) on investments 23,414 (230,441) 263,711
-------------------------------------------------
Total revenues 38,147,242 48,302,029 58,810,207
-------------------------------------------------
Expenses:
Losses and loss adjustment expenses, net of
reinsurance recoveries of $34,723,303,
$43,767,109 and $39,003,339 27,606,722 25,935,988 32,988,250
Policy acquisition costs 6,794,514 8,536,845 2,393,143
Salaries and wages 6,947,082 7,470,166 7,454,778
General and administrative 12,512,862 7,770,182 6,301,231
Interest on note 648,527 886,583 1,014,161
-------------------------------------------------
Total expenses 54,509,707 50,599,764 50,151,563
-------------------------------------------------
Income (loss) before provision for income taxes (16,362,465) (2,297,735) 8,658,644
-------------------------------------------------
Provision (benefit) for income taxes:
Current (736,021) (1,946,924) 2,151,589
Deferred (5,741,777) 598,814 461,770
-------------------------------------------------
Total provision (benefit) for income taxes (6,477,798) (1,348,110) 2,613,359
-------------------------------------------------
Net income (loss) ($ 9,884,667) ($ 949,625) $ 6,045,285
=================================================
Net earnings (loss) per share:
Basic ($ 1.35) ($ 0.13) $ 0.85
=================================================
Diluted ($ 1.35) ($ 0.13) $ 0.84
=================================================
</TABLE>
See notes to consolidated financial statements.
II-12
<PAGE> 24
Mobile America Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
--------------------------------------------
<S> <C> <C> <C>
Net Income (loss) ($9,884,667) ($949,625) $6,045,285
--------------------------------------------
Other comprehensive income:
Unrealized gains on securities:
Unrealized holding gains (losses) arising
during period net of taxes $(250,802),
$97,476 and ($10,179) (486,850) 189,216 (19,759)
Reclassification adjustment for (gains)
losses included in net income (loss) net of
taxes $24,515, $92,916 and $(52,592) 47,588 180,367 (102,092)
---------------------------------------------
Other comprehensive income (loss) (439,262) 369,583 (121,851)
---------------------------------------------
Comprehensive income (loss) ($10,323,929) ($580,042) $5,923,434
=============================================
</TABLE>
See notes to consolidated financial statements.
II-13
<PAGE> 25
Mobile America Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
--------------------------------------------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Income (loss) ($ 9,884,667) ($ 949,625) $ 6,045,285
Adjustments to reconcile net income to
net cash used in operating activities:
Provision for depreciation 542,624 299,273 161,611
Loss (gain) on sale of investments (23,414) 230,441 (263,711)
Change in assets and liabilities:
Insurance premium receivable 2,441,462 (1,093,072) 1,130,500
Accrued investment income and other receivables 1,084,051 583,537 71,304
Deferred policy acquisition costs (2,144,689) 695,292 (687,006)
Prepaid expenses and other assets 114,795 423,747 (38,260)
Insurance loss reserves (3,081,811) (4,536,566) (14,052,360)
Unearned premium (8,537,731) (5,979,667) (5,225,192)
Contractholders funds (9,935,509) 4,163,869 (697,496)
Reinsurance funds held and balances payable (10,138,375) 3,157,624 (5,687,707)
Claim payments outstanding 965,103 (1,771,154) (2,830,605)
Accrued expenses 727,380 336,782 (202,571)
Current income taxes 1,371,574 (2,335,584) (135,758)
Deferred income taxes recoverable (5,746,507) 598,814 461,768
Ceded unearned premium 8,051,384 379,932 3,595,125
Reinsurance recoverable 1,072,421 (3,839,832) 5,394,075
Unearned service fees (354,812) (120,098) (257,621)
--------------------------------------------------
Net cash used in operating activities (33,476,721) (9,756,287) (13,218,619)
--------------------------------------------------
Cash Flows from Investing Activities:
Net change in short term investments 12,176,946 (4,269,268) 5,290,513
Purchase of investments (8,048,984) (12,113,463) (9,547,210)
Proceeds from sale and maturity of investments 33,080,491 28,675,543 23,472,111
Purchase of property and equipment (427,455) (1,075,828) (643,586)
--------------------------------------------------
Net cash provided by investing activities 36,780,998 11,216,984 18,571,828
--------------------------------------------------
Cash Flows from Financing Activities:
Purchase of treasury stock 0 (3,666) (162,754)
Dividends paid to stockholders (807,908) (2,492,629) (2,475,079)
Principal repayment, note payable (2,400,000) (2,400,000) 0
--------------------------------------------------
Net cash used in
financing activities (3,207,908) (4,896,295) (2,637,833)
--------------------------------------------------
Net increase (decrease) in cash 96,369 (3,435,598) 2,715,376
Cash, beginning of year 1,082,422 4,518,020 1,802,644
--------------------------------------------------
Cash, end of year $ 1,178,791 $ 1,082,422 $ 4,518,020
==================================================
</TABLE>
See notes to consolidated financial statements.
II-14
<PAGE> 26
Mobile America Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
--------------------------------------------------
<S> <C> <C> <C>
Common stock:
Balance beginning of year $ 191,110 $ 191,110 $ 168,010
Stock issued 7,500 0 0
Stock dividend 0 0 23,100
--------------------------------------------------
Balance end of year 198,610 191,110 191,110
--------------------------------------------------
Preferred stock:
No change during year 0 0 0
--------------------------------------------------
Capital in excess of par value:
Balance beginning of year 4,348,842 4,348,842 2,729,588
Stock issued 836,250 0 0
Stock dividend 0 0 970,219
Sale of treasury stock 0 0 556,527
Deferred compensation 0 0 92,508
--------------------------------------------------
Balance end of year 5,185,092 4,348,842 4,348,842
--------------------------------------------------
Accumulated other comprehensive income:
Net unrealized appreciation on securities available for sale:
Balance beginning of year 448,444 78,861 200,712
Increase (decrease) (665,549) 559,975 (184,623)
Deferred taxes 226,287 (190,392) 62,772
--------------------------------------------------
Balance end of year 9,182 448,444 78,861
--------------------------------------------------
Treasury stock:
Balance beginning of year (1,233,069) (1,229,403) (510,122)
Purchases of 0, 292 and 86,224 shares 0 (3,666) (912,754)
Sale of 0, 0 and 75,000 shares 0 0 193,473
--------------------------------------------------
Balance end of year (1,233,069) (1,233,069) (1,229,403)
--------------------------------------------------
Stockholders' notes (843,750) 0 0
Retained earnings:
Balance beginning of year as previously
reported for 1998 and 1997 32,804,098 36,296,261 33,588,833
Prior-period adjustment:
Cumulative effect of error in calculating
reinsurance commission allowance in 1996 (996,283) (1,046,192) (915,681)
--------------------------------------------------
Balance beginning of year restated 31,807,815 35,250,069 32,673,152
Net income (loss), as restated for 1998 and 1997
for correction of error in calculating reinsurance
commission allowance (9,884,667) (949,625) 6,045,285
Cash dividends $.11, $.35 and $.35 per share (807,908) (2,492,629) (2,474,416)
Stock dividend 0 0 (993,952)
--------------------------------------------------
Balance end of year 21,115,240 31,807,815 35,250,069
--------------------------------------------------
Total stockholders' equity end of year $ 24,431,305 $ 35,563,142 $ 38,639,479
==================================================
</TABLE>
See notes to consolidated financial statements.
II-15
<PAGE> 27
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
(a) Basis of Financial Statement Presentation
The consolidated financial statements have been prepared on the basis of
generally accepted accounting principles (GAAP). The Company follows the
accounting standards established by the Financial Accounting Standards Board
(FASB) and the American Institute of Certified Public Accountants.
(b) Principles of Consolidation
The accompanying consolidated financial statements include Mobile America
Corporation (the Company) and its subsidiaries, including Fortune Insurance
Company (Fortune), Pegasus Insurance Company (Pegasus), both property and
casualty insurers and Fortune Life Insurance Company (Fortune Life), all of
which are wholly-owned. All significant intercompany transactions have been
eliminated in consolidation.
(c) Nature of Operations
The Company is a publicly held holding company providing property and casualty
insurance, life insurance, insurance administrative services to various state
underwriting associations on a fee-for-service basis and premium financing. The
Company is principally involved in writing personal lines automobile insurance
in Florida. During 1999 the Company cancelled its administrative service
contracts as to new business but continues to service contracts in run off. In
addition, the Company has de-emphasized its activity in the property insurance,
life insurance and premium finance areas to concentrate on underwriting personal
automobile business.
(d) Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures. The most
significant estimates are those relating to reserves for losses and loss
adjustment expenses. Management continually reviews the estimates and makes
adjustments as necessary. Accordingly, actual results could differ significantly
from those estimates.
(e) Method for Valuing Investments
In 1999 the Company classified all its fixed maturities and equities as
available for sale. In prior years these securities were classified as either
available-for-sale or held-to-maturity. Fixed maturities held-to-maturity
consist of certain bonds, presented at amortized cost, that management intends
and has the ability to hold to maturity. Fixed maturities available-for-sale
consist of bonds, presented at fair value, that management may not hold until
maturity. All equity securities are available-for-sale and include common and
preferred stock which are carried at fair value. Unrealized gains or losses on
investments classified as available-for-sale, net of deferred income taxes, are
included as a separate component of stockholders' equity. The change in
unrealized gains or losses during the year is a component of comprehensive
income. Fair values are based on quoted market prices or dealer quotes, if
available. If a quoted market price is not available, fair value is estimated
using quoted market prices for similar securities.
II-16
<PAGE> 28
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies (continued)
(e) Method for Valuing Investments (continued)
Realized gains and losses on sale of fixed maturities and equity securities are
determined on the specific-identification basis using amortized cost for fixed
maturities and cost for equity securities. Any gains and losses are reflected in
the accompanying statements of operations.
(f) Cash and Short-term Investments
For purposes of the consolidated statement of cash flows, cash includes balances
in bank deposit accounts maintained with high credit quality financial
institutions. Short-term investments are stated at cost, and consist primarily
of certificates of deposits, money market accounts, commercial paper and
repurchase agreements. For purposes of the consolidated statement of cash flows,
the Company does not consider short-term investments to be cash equivalents as
they generally have original maturities in excess of three months.
(g) Financial Instruments
In the normal course of business, the Company enters into transactions involving
various financial instruments, including debt investments such as fixed
maturities, and equity securities. These instruments involve credit risk and
also may be subject to risk of loss due to interest rate fluctuations. The
Company evaluates and monitors each financial instrument to minimize the risk of
loss.
(h) Deferred Policy Acquisition Costs
The costs, primarily commissions, associated with acquiring new insurance
contracts have been deferred. Such costs are being amortized to income as
premiums are earned or over the contracts' premium paying period.
(i) Property and Equipment
Property and equipment is carried at cost and is depreciated principally using
the straight-line method over the estimated useful lives of the respective
assets. Maintenance and repairs are charged to expenses as incurred; additions
and major betterments are capitalized and depreciated. Upon retirement or
disposal of assets, the accounts are relieved of the cost and the related
accumulated depreciation and any gains or losses are reflected in the
consolidated statements of operations.
(j) Insurance Contracts
The insurance contracts accounted for in these financial statements include both
short-duration contracts and long-duration contracts. Short-duration contracts
provide insurance protection for a fixed period of short-duration, usually six
months to one year, and enable the insurer to cancel the contract or to adjust
the provisions at the end of any contract period. Most property-liability
insurance contracts and certain term life insurance contracts are short-term and
generally are not subject to unilateral changes in their provisions and require
the performance of various functions and services, including insurance
protection, for the contract term. Long-duration contracts include whole-life
contracts and guaranteed renewable term life contracts. The Company has not
issued participating policies.
II-17
<PAGE> 29
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies (continued)
(k) Insurance Loss Reserves
The liabilities for unpaid claims of property-liability contracts and related
adjustment expenses are determined using case basis evaluations and statistical
analysis and represent estimates of the ultimate net cost of all reported and
unreported claims relating to insured events which are unpaid at year-end. The
liabilities include estimates of future trends in claims severity and frequency
and other factors which could vary as the claims are ultimately settled.
Although such estimates may vary, management believes that the liabilities for
unpaid claims and related adjustment expenses are adequate. The estimates are
continually reviewed, and as adjustments to these liabilities become necessary,
they are reflected in current operations.
The liability for future policy benefits of life insurance contracts has been
provided for on a net level premium method based on estimated investment yields,
withdrawals, mortality, terminations, morbidity, and other assumptions which
were appropriate at the time the contracts were issued.
Estimates of life insurance benefits were based on past experience as adjusted
to provide for possible adverse deviation from the estimates. Interest
assumptions are based on historical assumptions and experience, and range from
3% to 4.5% at December 31, 1999.
(l) Recognition of Premium Revenues and Related Expenses
Premiums for long-duration life insurance contracts are recognized as revenues
when due from the policyholders. Premiums for short-duration property and
casualty insurance contracts are recognized as revenues on a pro rata basis over
the term of the policies. The portion of premiums written applicable to the
unexpected terms of the policies is recorded as unearned premium. Benefits,
losses and related expenses are matched with premiums, resulting in their
recognition over the expected lives of the contracts. This matching is
accomplished through the provision for future policy benefits, estimates of
unpaid losses and amortization of deferred policy acquisition costs.
Earned premiums and incurred losses are stated after a reduction for amounts
ceded to reinsurers. The Company considers anticipated investment income in
determining if a premium deficiency exists on short-duration contracts.
(m) Recognition of Service Fee Income
Service fees represent proceeds from servicing insurance policies for third
parties on a fee-for-service basis. Fees are recognized as revenue over the
expected term of the underlying insurance policies.
(n) Earnings Per Share
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". Statement 128 replaced the
calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully dilutive earnings per share. All earnings
II-18
<PAGE> 30
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies (continued)
(n) Earnings Per Share (continued)
per share amounts for all periods have been presented, and where appropriate,
restated to conform to the Statement 128 requirements.
(o) Supplemental Cash Flow Information
Net income tax refunds received in 1999 totaled $2,102,875. Income taxes paid
totaled $396,510 in 1998 and $2,230,000 in 1997. Interest paid totaled $648,527
in 1999, $886,583 in 1998 and $1,014,161 in 1997.
(p) Income Taxes
Income taxes are calculated under the liability method. Deferred taxes are
provided for temporary differences between amounts of assets and liabilities for
financial reporting purposes and such amounts as measured by tax laws. Items
giving rise to such differences are primarily insurance reserves and unearned
premiums.
(q) Stock-Based Compensation
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation", encourages, but does not require companies to record compensation
costs for stock-based employee compensation plans at fair value. The Company has
chosen to continue to account for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations.
Accordingly, compensation cost of stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of grant over
the amount an employee must pay to acquire the stock.
(r) Stock Dividend
All common shares and per share amounts have been adjusted to give effect to a
15% stock dividend distributed to shareholders on June 23, 1997.
(s) Accounting Change
In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income".
Statement 130 requires the reporting and display of comprehensive income and its
components in a full set of financial statements. Comprehensive income is
defined as the change in equity of a business enterprise during a period from
transactions and other events and circumstances from non-owner sources. It
includes all changes in equity, including net income, during a period except
those resulting from investments by owners and distributions to owners. The
Company adopted Statement 130 in the first quarter of 1998 and elected to
present comprehensive income in a separate financial schedule to the
consolidated financial statements. The only component of comprehensive income to
be reported is the change in the net unrealized gain or loss on securities
available for sale.
II-19
<PAGE> 31
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies (continued)
(s) Accounting Change (continued)
Also in June 1997, the FASB issued Statement No. 131, "Disclosure about Segments
of an Enterprise and Related Information". This Statement establishes standards
for the way enterprises report information about operating segments and also
establishes standards for related disclosure about products and services,
geographic area and major customers. The Company has adopted Statement 131 in
1998 and has presented the required segment disclosure in a note to the
consolidated financial statements.
(t) Reclassifications
Certain prior-year amounts have been reclassified to conform with current-year
presentations. These reclassifications had no effect on the net income or
stockholder's equity.
(u) Restatement
The accompanying financial statements for 1998 and 1997 have been restated for
an error in calculating a reinsurance commission allowance in 1996. See Note 2.
II-20
<PAGE> 32
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 2. Prior Period Adjustment
The accompanying financial statements for 1998 and 1997 and retained earnings at
the beginning of 1997 have been restated to correct an error in applying the
minimum ceding commission rate on one of Fortune Insurance Company's quota share
reinsurance agreements during 1996. In December 1996 the terms of a reinsurance
agreement were amended to retroactively reduce the minimum ceding commission
from 27% to 25%. Beginning retained earnings for 1997 has been reduced by
$915,681 (which included $552,463 in tax benefit). The Company intends to file
an amended 1996 tax return. The impact of these corrections on the Company's
financial results as originally reported is summarized below:
<TABLE>
<CAPTION>
1998 1997
-----------------------------------------------------------------
As As As As
Reported Restated Reported Restated
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Policy acquisition costs $ 8,616,867 $ 8,536,845 $ 2,183,891 $ 2,393,143
------------------------------------------------------------------
Business segment earnings
Automobile ($ 4,528,347) ($ 4,448,326) $ 6,390,798 $ 6,181,546
------------------------------------------------------------------
Net income (loss) ($ 999,534) ($ 949,625) $ 6,175,796 $ 6,045,285
------------------------------------------------------------------
Net earnings (loss) per share:
Basic ($ 0.14) ($ 0.13) $ 0.86 $ 0.85
------------------------------------------------------------------
Diluted ($ 0.14) ($ 0.13) $ 0.86 $ 0.84
------------------------------------------------------------------
Retained earnings at end of year $ 32,804,098 $ 31,807,815 $36,296,261 $35,250,069
------------------------------------------------------------------
Comprehensive income (loss) ($ 629,951) ($ 580,042) $ 6,053,945 $ 5,923,434
------------------------------------------------------------------
</TABLE>
II-21
<PAGE> 33
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 3. Investments
Major categories of investment income are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------------------
<S> <C> <C> <C>
Fixed Maturities $2,635,782 $3,632,583 $4,578,852
Equity Securities 24,784 23,922 30,364
Short Term Investments 787,017 972,844 781,465
----------- ----------- -----------
$3,447,583 $4,629,349 $5,390,681
=========== =========== ===========
</TABLE>
Net realized and change in net unrealized gains (losses) on fixed maturities and
equity securities are summarized as follows:
<TABLE>
<CAPTION>
Fixed Equity
Maturities Securities Other Total
----------------------------------------------------------
1999
- ----------
<S> <C> <C> <C> <C>
Realized $ 36,662 ($ 13,248) $ 0 $ 23,414
Unrealized (1,274,029) 118,386 0 (1,155,643)
----------- --------- ------ -----------
Combined ($1,237,367) $ 105,138 $ 0 ($1,132,229)
=========== ========= ====== ===========
1998
- ----------
Realized ($ 18,320) ($212,121) $ 0 ($ 230,441)
Unrealized (907,865) (251,207) 0 (1,159,072)
----------- --------- ------ -----------
Combined ($ 926,185) ($463,328) $ 0 ($1,389,513)
=========== ========= ====== ===========
1997
- ----------
Realized ($ 26,430) $ 284,396 $5,745 $ 263,711
Unrealized (157,110) (32,755) 0 (189,865)
----------- --------- ------ -----------
Combined ($ 183,540) $ 251,641 $5,745 $ 73,846
=========== ========= ====== ===========
</TABLE>
II-22
<PAGE> 34
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 3. Investments (continued)
The aggregate fair value, gross unrealized gains, gross unrealized losses and
amortized cost of available for sale and held to maturity securities by major
security type at December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
---------------------------------------------------------------
Available for sale, 12/31/99:
- -----------------------------
<S> <C> <C> <C> <C>
U. S. Government and
government agencies $ 5,956,193 $ 1,055 ($ 88,522) $ 5,868,726
States, municipalities and
political subdivisions 16,637,894 67,147 (77,559) 16,627,482
Corporate debt securities 8,116,083 5,705 (118,815) 8,002,973
Mortgage-backed securities 467,256 305 (5,125) 462,436
Equity securities 1,376,406 428,117 (198,395) 1,606,128
---------------------------------------------------------------
$32,553,832 $ 502,329 ($ 488,416) $32,567,745
===============================================================
Held to maturity,12/31/99:
- -----------------------------
U. S. Government and
government agencies $ 0 $ 0 $ 0 $ 0
States, municipalities and
political subdivisions 0 0 0 0
Corporate debt securities 0 0 0 0
Mortgage-backed securities 0 0 0 0
---------------------------------------------------------------
$ 0 $ 0 $ 0 $ 0
===============================================================
Available for sale, 12/31/98:
- -----------------------------
U. S. Government and
government agencies $ 7,018,385 $ 112,553 ($ 2,051) $ 7,128,887
States, municipalities and
political subdivisions 12,679,552 348,640 (4) 13,028,188
Corporate debt securities 6,143,925 112,241 (3,254) 6,252,912
Equity securities 1,398,270 240,182 (128,846) 1,509,606
---------------------------------------------------------------
$27,240,132 $ 813,616 ($ 134,155) $27,919,593
===============================================================
Held to maturity, 12/31/98:
- -----------------------------
U. S. Government and
government agencies $ 6,850,288 $ 87,151 ($ 486) $ 6,936,953
States, municipalities and
political subdivisions 19,118,163 376,841 (11,244) 19,483,760
Corporate debt securities 3,497,342 40,760 (3,274) 3,534,828
Mortgage-backed securities 856,000 4,748 (4,401) 856,347
---------------------------------------------------------------
$30,321,793 $ 509,500 ($ 19,405) $30,811,888
===============================================================
</TABLE>
II-23
<PAGE> 35
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 3. Investments (continued)
The scheduled maturities of available for sale securities at December 31, 1999
are as follows. Expected maturities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations without
penalties.
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
----------- -----------
<S> <C> <C>
Available for sale securities:
Due in one year or less $ 7,245,170 $ 7,278,086
Due after one through five years 20,166,424 20,013,039
Due after five years through ten years 2,013,534 1,942,622
Due after ten years 1,752,298 1,727,870
----------- -----------
$31,177,426 $30,961,617
=========== ===========
</TABLE>
Proceeds from sales of held to maturity securities and related gross realized
gains and losses were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------------------------------------
<S> <C> <C> <C>
Proceeds from sales $4,712,562 $1,131,268 $1,723,087
Gross realized gains 24,003 2,161 349
Gross realized losses 29,545 0 6,472
</TABLE>
At December 31,1999 the Company reclassified all its fixed maturity investments
to the available for sale category. This resulted from the Company's primary
insurance subsidiary's negative cash flow and the Company's desire to reposition
capital within its corporate structure.
Fixed maturities with a book value of $17,486,800 and market value of
$17,371,735 were transferred to available for sale resulting in unrealized gains
of $115,065 before tax at December 31,1999.
The Company's three insurance subsidiaries, Fortune, Fortune Life, and Pegasus
maintain certain deposits with state regulatory agencies as a statutory
licensing requirement. The carrying value of the investments on deposit was
$1,947,284 at December 31, 1999 and $1,552,720 at December 31, 1998. These
deposits are included in the investment tables and exhibits of this report.
The Company's two finance companies also maintain certain deposits with state
regulatory agencies as a statutory licensing requirement. The carrying value of
these investments was $70,000 at December 31, 1999 and 1998.
II-24
<PAGE> 36
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 4. Deferred Policy Acquisition Costs
Costs, principally commissions, related to the production of new business, are
deferred and amortized as summarized below:
<TABLE>
<S> <C> <C> <C>
Fortune 1999 1998 1997
- ------------------------------- ------------------------------------------------
Balance at beginning of year $(1,722,198) $ (714,114) $ (40,541)
Commissions and other costs
deferred 8,631,544 5,322,378 5,879,134
Charged to expense (7,636,333) (6,330,462) (6,552,707)
------------------------------------------------
Balance at end of year $ (726,987) $(1,722,198) $ (714,114)
================================================
Mobile America Insurance Group 1999 1998 1997
- ------------------------------- ------------------------------------------------
Balance at beginning of year $(1,476,168) $(1,863,658) $(2,971,365)
Commissions and other costs
deferred (841,633) 1,532,174 (3,997,252)
Charged to expense 1,969,318 (1,144,684) 5,104,959
-----------------------------------------------
Balance at end of year $ (348,483) $(1,476,168) $(1,863,658)
===============================================
Fortune Life 1999 1998 1997
- ------------------------------- -----------------------------------------------
Balance at beginning of year $ 7,523 $ 58,679 $ 44,532
Commissions and other costs
deferred 29,224 17,639 106,402
Charged to expense (24,445) (68,795) (92,255)
-----------------------------------------------
Balance at end of year $ 12,302 $ 7,523 $ 58,679
===============================================
Pegasus 1999 1998 1997
- ------------------------------- -----------------------------------------------
Balance at beginning of year $ 447,562 $ 471,104 $ 232,379
Commissions and other costs
deferred 1,120,068 555,731 1,091,866
Charged to expense (1,103,054) (579,273) (853,141)
-----------------------------------------------
Balance at end of year $ 464,576 $ 447,562 $ 471,104
===============================================
Consolidated totals $ (598,592) $(2,743,281) $(2,047,989)
===============================================
</TABLE>
Several of the automobile insurance lines written by Fortune have been reinsured
on a quota share basis, whereby a reinsurer provides ceding commission to the
Company in return for ceded premium. In some instances the ceding commissions
received exceed the costs to the Company of soliciting new business, thereby
generating credits to commission expense and deferred policy acquisition costs.
Ceding commission received in 1999, 1998 and 1997 is approximately $2,876,000,
$4,527,000, and $7,723,000, respectively. Deferred policy acquisition cost
reinsurance credits reported in the Company's balance sheet at December 31, 1999
and 1998 are $3,286,603 and $6,787,291, respectively.
II-25
<PAGE> 37
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 5. Property and Equipment
Property and equipment consists of the following at December 31,1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
EDP equipment $ 2,948,334 $ 2,191,731
Office equipment and furniture 1,501,719 1,426,572
Land 128,000 433,000
Buildings 105,522 105,522
Transportation equipment 170,240 412,935
Leasehold improvements 118,574 71,357
Other 10,982 10,982
------------ ------------
Property and equipment 4,983,371 4,652,099
Less accumulated depreciation (2,945,184) (2,498,742)
------------ ------------
Property and equipment, net $ 2,038,187 $ 2,153,357
============ ============
</TABLE>
Depreciation expense charged to operations was $542,625, $299,274 and $161,611
in 1999, 1998 and 1997, respectively. The useful lives of property and
equipment for purposes of computing depreciation are: buildings from ten to
twenty years, EDP equipment, office equipment and furniture and transportation
equipment from three to ten years, and leasehold improvements five to ten
years.
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
requires the recognition of an impairment loss for an asset held for use when
the estimate of undiscounted future cash flows expected to be generated by the
asset is less than its carrying amount. Due to the nature of the Company's
business, with limited use of long-lived assets, it has been determined that no
impairment loss needs to be recognized.
Note 6. Reinsurance
The insurance subsidiaries have various reinsurance agreements which
significantly affect their operations. Risks are reinsured to limit loss size
and to increase underwriting capacity, although the Company remains primarily
liable to the policyholders on all risks transferred.
The Company acquires property and casualty excess of loss reinsurance
separately for its primary insurance business lines. This program provides the
Company with coverage ranging from $260,000 in excess of $40,000 on a per risk
basis, and up to $520,000 on a per occurrence basis.
Catastrophic property losses are reinsured under two programs. Fortune limits
its liability from hurricane losses to 10% of losses to $9,126,000 in excess of
$2,393,000 by participation in the Florida Hurricane Catastrophe Fund. Pegasus
limits its liability to 5% of losses in excess $1,300,000 up to $15,000,000.
Catastrophic reinsurance, provided by various reinsurers in multiple layers,
serves to protect the insurer
II-26
<PAGE> 38
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 6. Reinsurance (continued)
from significant aggregate loss exposure arising from a single event such as
windstorm, hail, tornado, hurricane, riot, vandalism, earthquake, freezing
temperatures or other extraordinary events. The Company also maintains
reinsurance coverage for extra-contractual obligations and excess limits
judgments up to $1,500,000 for each property risk and/or each casualty
occurrence in excess of the greater of $100,000 or a loss in excess of its
underlying reinsurance programs.
The effect of reinsurance on premiums written and earned for 1999, 1998 and
1997 is as follows (dollars in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---------------------- ---------------------- ----------------------
Written Earned Written Earned Written Earned
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Direct $ 57,257 $ 65,795 $ 75,902 $ 81,881 $ 86,860 $ 92,085
Assumed 0 0 0 0 0 0
Ceded 28,022 36,074 46,557 46,938 44,319 47,914
-------- -------- -------- -------- -------- --------
Net $ 29,235 $ 29,721 $ 29,345 $ 34,943 $ 42,541 $ 44,171
======== ======== ======== ======== ======== ========
</TABLE>
The amount of reinsurance recoveries deducted from direct losses and loss
expenses incurred during 1999, 1998 and 1997 was approximately $34,723,000,
$43,767,000 and $39,003,000, respectively.
The Company evaluates the financial condition of its reinsurers to minimize its
exposures to significant losses from reinsurer insolvency. Reinsurance
receivables, ceded unearned premiums and offsetting funds withheld/payable
balances for each significant reinsurer at December 31, 1999 is presented below
(in thousands):
<TABLE>
<CAPTION>
Reinsurance Reinsurance Ceded
Recoverable Recoverable Unearned Funds Held or
Paid and other Unpaid Premium Balances Due
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Clarendon National Insurance Company $ 8,100 $ 882 $ 0 $ 0
Sirius Reinsurance Company 722 3,613 1,933 0
National Union Fire Insurance Company 0 4,700 3,222 5,509
Everest Reinsurance Company 3,271 280 0 0
Ranger Insurance Company 116 77 0 0
GMAC Re Corporation 105 4,075 2,578 1,765
Odyssey Reinsurance Company 0 0 0 0
Other 0 80 588 (144)
-------------- -------------- -------------- --------------
$ 12,314 $ 13,707 $ 8,321 $ 7,130
============== ============== ============== ==============
</TABLE>
II-27
<PAGE> 39
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 6. Reinsurance (continued)
The amounts due from Everest and Clarendon Reinsurance Company are in dispute.
The balance due from Everest is being settled through arbitration as specified
in the reinsurance contract. The Company has started negotiations with
Clarendon to settle disputed amounts. The outcome of arbitration and
negotiations is uncertain at this time.
Note 7. Regulatory Restrictions
Fortune, Fortune Life and Pegasus are subject to regulation by the insurance
departments of the states in which they are licensed. Under the regulations,
cash dividends may only be paid out of accumulated surplus funds derived from
net operating profits and capital gains, or out of earned surplus even though
total surplus may be less than capital stock and paid-in capital. Fortune,
which is subject to Florida law, may not pay, unless otherwise approved by the
State Insurance Commissioner, dividends in any one year which exceed the
greater of (a) 10% of such surplus funds or (b) the total amount of such funds
derived during the immediate preceding year. The insurance companies did not
pay dividends in 1999, 1998 and 1997.
In February 2000 Fortune Life Insurance paid Mobile America Corporation a
dividend of $1,800,000. This transaction was approved by the Arizona Department
of Insurance.
(This space intentionally left blank.)
II-28
<PAGE> 40
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 7. Regulatory Restrictions (Continued)
Following are reconciliations of net income and stockholders' equity for
Fortune, Fortune Life and Pegasus from a statutory basis to those presented on
a GAAP basis for the year ended December 31, 1999:
<TABLE>
<CAPTION>
Fortune Fortune Life Pegasus
--------------- --------------- ---------------
<S> <C> <C> <C>
Net gain(loss) from operations -
Statutory basis $ (8,920,598) $ 96,776 $ 210,230
--------------- --------------- ---------------
Change in deferred acquisition costs (2,505,477) 4,779 17,014
Change in deferred ceding commissions 3,500,688 0 0
Change in reserves 0 (5,326) 0
Other (81,111) 127 0
--------------- --------------- ---------------
914,100 (420) 17,014
--------------- --------------- ---------------
Net gain(loss) from operations -
GAAP basis ($ 8,006,498) $ 96,356 $ 227,244
=============== =============== ===============
Stockholders' equity -
Statutory basis $ 3,504,666 $ 3,325,903 $ 5,355,225
--------------- --------------- ---------------
Deferred acquisition costs 2,559,616 12,302 464,577
Deferred ceding commissions (3,286,603) 0 0
Adjustments to reserves 0 (22,683) 0
Deferred income taxes 1,370,526 (20,702) 0
Non-admitted assets 5,979,862 0 0
Provision for reinsurance 2,829,624 0 0
Prior period adjustment (1,007,431) 0 0
Unrealized gains (24,074) 36,498 (151,204)
Other 129,544 14,349 0
--------------- --------------- ---------------
8,551,064 19,764 313,373
--------------- --------------- ---------------
Stockholders' equity - GAAP basis $ 12,055,730 $ 3,345,667 $ 5,668,598
=============== =============== ===============
</TABLE>
Fortune ended 1999 with statutory surplus (equity) of $3,504,666. This is
significantly below the National Association of Insurance Commissioners
Authorized Control Level Risk Based Capital requirement of $7,236,252, placing
Fortune in the Mandatory Control Level category. In February 2000 the Company
contributed $3,885,853 in cash and high-grade bonds to Fortune, increasing its
surplus to $7,390,519 and placing it at the Regulatory Action Level. In
accordance with the requirements of the Regulatory Action Level, the Company is
working with the Florida Department of Insurance to prepare a Risk-Based
Capital Plan which will outline the steps the Company will take to further
strengthen Fortune's surplus and remove it from the Regulatory Action Level.
II-29
<PAGE> 41
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 8. Pension Plan
The Company's defined contribution pension plan covers substantially all
full-time employees. Contributions are based on employee earnings. Total
contributions made by the Company during 1999, 1998, and 1997 were $309,995,
$324,000 and $288,000, respectively.
Note 9. Executive Retirement
In 1999, the Company's President and CEO retired from active management of the
Company and entered into a consulting and non-competition agreement with the
Company. Under terms of this agreement the Company is to pay $22,333 per month
for a term of seven years for consulting services. In addition, the Company
granted this individual's spouse a life survivor benefit of $125,000 per year
commencing seven years from the date of the agreement. During 1999, the Company
paid $152,000 for consulting services and accrued $ 319,000 in survivor
benefits.
Note 10. Capital Stock
Stock Options
The Company's incentive plan, adopted in 1995, provides for the issuance of
common stock to key employees and directors through options, stock appreciation
rights and other stock-based awards as defined under current tax laws. In 1999
the Board of Directors adopted, with shareholder approval, an amendment to the
Plan increasing the number of shares authorized for issuance by 500,000 to a
total of 1,045,000 shares. In addition, the Board adopted, subject to
shareholder approval, an amendment increasing to 220,000 the limit on the
number of shares which may be granted to a new employee for recruitment
purposes.
Incentive stock options for employees are exercisable for periods of up to ten
years from the date of the grant at a price equal to the fair market value on
the date of the grant. In the case of an incentive option granted to an
individual who owns at least 10% of the total combined voting power of the
Company, the exercise price must be at least 110% of the fair market value of
the common stock on the date of grant and the option term cannot exceed five
years. Stock appreciation rights entitle the recipient to receive the
difference between the fair market value of the common stock on the date of
exercise and the stock appreciation rights price in cash or in shares of common
stock, or a combination. Restricted stock awards entitle the recipient to
receive shares of common stock subject to forfeiture restrictions that lapse
over time or upon the occurrence of specific events.
II-30
<PAGE> 42
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 10. Capital Stock (continued)
Stock Options (continued)
The options are accounted for under Accounting Principles Board Opinion No. 25
(APB 25). Under APB 25, if the exercise price of the options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized. Options granted during 1999 are summarized below:
<TABLE>
<CAPTION>
Number of Exercise
Date Shares Price Vesting
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
July 1999 218,178 $ 2.75 Vest 1/6 immediately, 1/6 each anniversary
August 1999 10,000 2.813 Vest over five years
September 1999 10,000 2.125 Vest over five years
November 1999 60,000 2.00 Fully vested
November 1999 69,000 2.00 Vest over five years
</TABLE>
Changes in Stock Options were as follows:
<TABLE>
<CAPTION>
Average
1999 Exercise Price 1998 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Beginning Balance 345,113 $ 8.45 269,363 176,363
Granted 367,178 $ 2.06 86,750 170,000
Exercised -- $ 0.00 -- (75,000)
Cancelled/Expired (136,625) $ 8.57 (11,000) (2,000)
-------------- -------------- --------------
Ending Balance 575,666 $ 4.66 345,113 269,363
============== ============== ============== ==============
Exercisable 264,591 $ 6.31 231,383 138,150
============== ============== ============== ==============
</TABLE>
II-31
<PAGE> 43
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 10. Capital Stock (continued)
In compliance with Statement of Financial Accounting Standards No. 123, the
Company has elected to provide pro forma disclosures. As such, the Company's
net income (loss) and earnings (loss) per share for 1999, 1998 and 1997
adjusted to reflect pro forma amounts are indicated below (dollar amounts in
thousands except for earnings per share):
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Net Income (loss):
As reported $ (9,885) $ (950) $ 6,045
=============== =============== ===============
Pro forma $ (10,047) $ (1,121) $ 5,804
=============== =============== ===============
Earnings (loss) Per Share:
As reported-Basic $ (1.35) $ (0.13) $ 0.85
=============== =============== ===============
-Diluted $ (1.35) $ (0.13) $ 0.84
=============== =============== ===============
Pro forma -Basic $ (1.38) $ (0.16) $ 0.81
=============== =============== ===============
-Diluted $ (l.38) $ (0.16) $ 0.81
=============== =============== ===============
</TABLE>
The fair value of options granted in 1999, 1998 and 1997 was estimated using
the Black-Scholes option pricing model. The weighted average fair value and
related assumptions were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------- ------- --------
<S> <C> <C> <C>
Weighted average fair value: $ 1.76 $ 3.32 $ 3.72
Expected volatility 94% 60% 39%
Risk free interest rate 6.25% 4.70% 6.20%
Expected lives 5 Years 5 Years 5 Years
Dividend yield 0.0% 1.2% 2.5%
</TABLE>
In 1999, an officer and director were each granted rights to purchase 150,000
shares of common stock at prices of $3.125 and $2.75 under the incentive plan.
The Company loaned each individual the stock purchase price under terms of
five-year notes totaling $843,750 which are collateralized by the common stock.
Interest on the officer's note is at 8% payable annually. The director's notes
are non-interest bearing in exchange for substantial service to the Company.
The notes have been reported as a component of stockholders' equity at December
31, 1999.
II-32
<PAGE> 44
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 10. Capital Stock (continued)
Earnings (Loss) Per Share:
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Numerator:
Income (loss) to common shareholders' $(9,884,667) $(949,625) $6,045,285
=============== =============== ===============
Denominator:
Basic earnings per share
Weighted average shares 7,304,117 7,167,605 7,148,471
Effect of dilution:
Employee stock options
(Anti-dilutive shares of 6,867 in 1999
and 36,511 in 1998) 0 0 57,066
--------------- --------------- ---------------
Diluted earnings per share adjusted
weighted average shares and assumed
Conversions 7,304,117 7,167,605 7,205,537
=============== =============== ===============
Basic earnings per share $( 1.35) ( 0.13) $ 0.85
=============== =============== ===============
Diluted earnings per share $( 1.35) ( 0.13) $ 0.84
=============== =============== ===============
</TABLE>
Note 11. Income Taxes
The following analysis reconciles the statutory Federal income tax rate to the
effective tax rates (dollars in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Statutory Federal rate $ (5,563) 34% $ (781) 34% $ 2,944 34%
Increase (reductions) in effective tax
rate resulting from:
Tax exempt interest (391) 2.4 (537) 23.4 (754) (8.7)
Dividends received deduction (5) 0.03 (5) 0.2 (7) (0.1)
Special life Insurance
company deductions (21) 0.13 (22) 1.0 (46) (0.5)
State income taxes (608) 3.71 (60) 2.6 292 3.4
Other 111 (0.68) 57 (2.5) 184 2.1
-------- -------- -------- -------- -------- --------
Effective tax rate $ (6,477) 39.6% $ (1,348) 58.7% $ 2,613 30.2%
======== ======== ======== ======== ======== ========
</TABLE>
II-33
<PAGE> 45
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 11. Income Taxes (continued)
Consolidated deferred tax expense (credit) results from timing differences in
the recognition of revenue and expense for tax and financial statement
purposes. The source of these differences and their tax effect are summarized
as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Increase (decrease) in discounted loss
and loss adjustment expense reserves $ (33) $ 212 $ 143
Increase (decrease) in deferred
Insurance premiums 37 416 124
Loss carry forward (5,558) 3 0
Various (188) (32) 195
---------- ---------- ----------
$ (5,742) $ 599 $ 462
========== ========== ==========
</TABLE>
Consolidated deferred tax assets resulting from temporary differences in the
recognition of revenue and expense for tax and financial statement purposes are
summarized as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Discounted loss and loss adjustment
expense reserves $ 463 $ 471
Deferred insurance premiums 756 793
Loss carry forward 5,555 (3)
Various (45) (278)
---------- ----------
$ 6,729 $ 983
Valuation allowance 0 0
---------- ----------
$ 6,729 $ 983
========== ==========
</TABLE>
The Company believes that based upon its lengthy and consistent history of
profitable operations, it is probable that the deferred tax asset will be
realized and no deferred tax allowance is deemed necessary at December 31, 1999.
The federal net operating loss carryforward of $14,076,799 expires in 2019 and
the state net operating loss carryforward of $18,058,143 expires in 2019.
Deferred tax liabilities of $4,730 and $231,017 are provided on unrealized
gains, on equity securities and fixed maturities available for sale at December
31, 1999 and 1998, respectively.
Beginning in 1995, the Company and its subsidiaries filed a consolidated
federal income tax return, while prior to 1995 the life insurance subsidiary
filed a separate return.
The Internal Revenue Service (IRS) is currently examining the Company's federal
income tax returns for 1995 and 1996. The IRS has proposed certain adjustments
to the returns for possible additional income tax due. The Company believes
that any additional tax due will be immaterial.
II-34
<PAGE> 46
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 12. Business Segments
The Company and its subsidiaries operate exclusively in Florida within
principally six business segments: automobile insurance, excess and surplus
lines property insurance, fee for service administration, premium finance,
corporate and other miscellaneous. The automobile insurance segment sells
personal lines automobile insurance through independent insurance agents
primarily in south Florida. The excess and surplus lines segment writes
specialized property insurance coverage. The fee for service segment contracts
as a servicing carrier for the Florida Residential Property and Casualty Joint
Underwriting Association, the Florida Automobile Joint Underwriting Association
and as a subcontractor for Policy Management Systems Corporation performing
various underwriting and claims administration services for a fee. The premium
finance segment finances policies written through the Company. The corporate
segment includes home office revenues and assets that are not specific to any
particular segment. The other category is attributable to a life insurance
company and other small inactive companies that do not meet the quantitative
thresholds for a separate segment.
Management evaluates performance and allocates assets based on the separate
entities owned by the Company. The reportable segments are business units that
offer different products or services. The reportable segments are each managed
separately. Fortune's business is over 95% automobile insurance and a small
amount of personal property insurance, Pegasus sells excess and surplus lines
insurance, Fortune Life sells life insurance, Fortune Financial operates a fee
for service business and Fortune Premium Finance (formerly Big Gorilla, Inc.)
is involved in premium finance.
The Company has cancelled the Joint Underwriting Association servicing contract
and servicing subcontract. Business processed under these contracts is being
serviced in run-off until October 2000. In addition, premium finance, personal
property and excess and surplus property business underwriting functions have
been outsourced to third parties. These steps were taken to concentrate
resources on the Company's core personal automobile business.
The following schedule presents revenues, profit (loss) before taxes and assets
by operating segment for 1999, 1998 and 1997. The reconciling items for
revenues and assets include adjusting available for sale securities to market
value and the reclassification of reinsurance recoverable balances and the
eliminations of intercompany holdings.
II-35
<PAGE> 47
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 12. Business Segments (continued)
<TABLE>
<CAPTION>
1999 1998 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Segment revenues:
Automobile insurance $ 32,009,687 $ 39,772,697 $ 50,587,743
Excess and surplus lines insurance 4,387,097 3,626,913 3,634,305
Fee for service 1,734,053 2,912,680 2,784,602
Corporate 1,282,547 1,677,145 1,777,974
Premium finance (878,483) 675,839 409,530
Other 251,661 288,756 371,842
-------------- -------------- --------------
Total segment revenues 38,786,562 48,954,030 59,565,996
Intercompany eliminations (639,320) (652,001) (755,789)
-------------- -------------- --------------
Total consolidated revenues $ 38,147,242 $ 48,302,029 $ 58,810,207
============== ============== ==============
Segment profit (loss) before taxes:
Automobile insurance $ (15,039,002) $ (4,448,326) $ 6,181,546
Excess and surplus lines insurance 765,155 1,209,607 1,181,557
Fee for service 235,282 940,628 1,042,298
Corporate (1,155,666) (385,929) (101,563)
Premium finance (1,249,152) 303,887 119,990
Other 80,918 82,398 234,816
-------------- -------------- --------------
Total consolidated profit (loss) before taxes $ (16,362,465) $ (2,297,735) $ 8,658,644
============== ============== ==============
Segment assets:
Automobile insurance $ 52,069,973 $ 69,603,743 $ 84,761,747
Excess and surplus lines insurance 10,316,250 9,589,246 8,404,569
Fee for service 3,863,040 6,250,161 5,331,845
Corporate 30,258,990 35,101,117 39,543,115
Premium finance 1,030,189 3,494,370 2,400,943
Other 3,468,619 3,180,653 3,358,286
-------------- -------------- --------------
Total segment assets 101,007,061 127,219,290 143,800,505
GAAP adjustments & reclassifications 38,992,962 39,067,228 36,064,734
Intercompany eliminations (49,843,619) (41,623,102) (41,623,102)
-------------- -------------- --------------
Total consolidated segment assets 90,156,404 124,663,416 138,242,137
============== ============== ==============
</TABLE>
II-36
<PAGE> 48
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 13. Operating Leases
The Company leases office facilities under an operating lease which contains
renewal options. The lease term runs to 2006. Rent expense was $392,642,
$335,483 and $329,464 for 1999, 1998 and 1997, respectively.
Minimum future rental payments are as follows:
<TABLE>
<S> <C> <C> <C>
2000 $328,000 2003 $ 358,000
2001 $338,000 2004 $ 369,000
2002 $348,000 ----------
Total $1,741,000
==========
</TABLE>
Note 14. Concentrations of Credit Risk
The Company is subject to credit risk through short-term cash investments,
insurance premium receivables and reinsurance receivables. Short-term
investments are placed with high credit quality financial institutions or in
short duration high quality debt securities. At times, such investments may be
in excess of FDIC insurance limits. No losses have been experienced on such
investments.
A significant portion of insurance premium receivables relates to the financing
of automobile insurance premiums in south Florida. An allowance for
non-collection of $304,100 and $73,000 has been provided for at December 31,
1999 and 1998, respectively. The Company's exposure to loss is limited by the
fact that non-payment of premiums will result in cancellation of the underlying
insurance policy.
For a discussion of credit risk related to reinsurance see Note 6 to the
consolidated financial statements.
Note 15. Note Payable
On October 24, 1995 the Company obtained a bank loan in the amount of
$12,000,000, for which the proceeds have been used primarily as additional
capital for the insurance subsidiaries. The note accrues interest at the 90-day
LIBOR rate plus 275 basis points, reduced to 250 basis points during 1997.
Interest only was paid monthly through January 24, 1998. The first principal
payment was due on the twenty-seventh monthly interest payment date and
quarterly thereafter in the amount of $600,000 each payment. The entire unpaid
principal balance, together with accrued interest thereon is due and payable on
the loan maturity date of October 24, 2002.
The note was collateralized by the assignment of the capital stock of the
Company's subsidiaries on October 24, 1995, as well as the execution of
guaranty agreements between the bank and certain subsidiaries of the Company.
At December 31, 1999, the Company did not meet all of the financial ratio tests
specified in its Credit Agreement with SouthTrust Bank and had therefore
incurred an event of default under the terms of the Agreement. On March 17,
2000, the Company and SouthTrust agreed on modifications to the terms of the
Credit Agreement to eliminate the event of default. In exchange for a principal
reduction of $2 million, SouthTrust is waiving the applicability of certain
financial ratios through December 31, 1999 and modifying the financial ratio
requirements on a go-forward basis. The documents outlining the amendment to
the Credit Agreement are currently under review by both parties. The remaining
outstanding principal balance of the loan after the principal reduction payment
will be $4.6 million. In the event that the parties do not execute the
amendment, SouthTrust would have the right to call the loan.
II-37
<PAGE> 49
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 15. Note Payable (continued)
The following is a schedule of the expected annual principal payments:
<TABLE>
<S> <C>
2000 $4,400,000
2001 $2,800,000
----------
$7,200,000
==========
</TABLE>
Loan acquisition costs are being amortized on a straight-line basis over the
term of the loan and are included in the other asset section of the
consolidated balance sheets.
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Beginning Balance $ 249,086 $ 311,364
Less annual amortization 62,278 62,278
---------- ----------
Net loan acquisition costs $ 186,808 $ 249,086
========== ==========
</TABLE>
Note 16. Insurance Loss Reserves
Reserves for unpaid losses and loss adjustment expenses are maintained to cover
the probable ultimate cost of settling all losses incurred including those not
yet reported. Reserves for losses incurred in prior years may be adjusted by
review or by payment which could result in either a redundancy or deficiency to
the reserve reported at the end of the prior year. Such changes are reflected
in current operations. Activity in the liability for insurance loss reserves is
summarized as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Balance at beginning of year $29,106,729 $33,643,295
Less reinsurance recoverables 17,688,861 17,720,613
---------- ----------
Net balance at beginning of year 11,417,868 15,922,682
========== ==========
Incurred related to:
Current year 23,661,086 22,466,555
Prior years 3,945,636 3,469,432
---------- ----------
Total incurred 27,606,722 25,935,987
========== ==========
Paid related to:
Current year 14,876,274 15,927,843
Prior years 11,829,960 14,512,958
---------- ----------
Total paid 26,706,234 30,440,801
========== ==========
Net balance at end of year 12,318,356 11,417,868
Reinsurance recoverables 13,706,562 17,688,861
---------- ----------
Balance at end of year $26,024,918 $29,106,729
========== ==========
</TABLE>
II-38
<PAGE> 50
Mobile America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 17. Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument for which it is practicable to estimate that
value:
- - Cash and Short-term Investments
The carrying amounts approximate fair value because of the short-term
maturity of these investments.
- - Investment in Securities
Fair values are based on quoted market prices or dealer quotes, if
available. If a quoted market price is not available, fair value is
estimated using quoted market prices for similar securities.
- - Insurance Premium Receivable
The carrying amount approximates fair value due to the short-term
nature of the receivable.
- - Note Payable
The interest rate on the note payable is reset monthly to reflect
current market rates; consequently the carrying value of the note
approximates fair value.
The carrying amounts and fair values of the Company's financial instruments at
December 31,1999 and 1998 are presented below:
<TABLE>
<CAPTION>
1999 1998
-------------------------------- --------------------------------
Carrying Fair Carrying Fair
Value Value Value Value
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash and
short-term investments $10,212,075 $10,212,075 $22,292,652 $22,292,652
Fixed maturities:
Held to maturity -- -- 30,321,793 30,811,888
Available for sale 30,961,617 30,961,617 26,409,987 26,409,987
Equity securities 1,606,128 1,606,128 1,509,606 1,509,606
Premiums receivable 789,274 789,274 3,974,909 3,974,909
Note payable 7,200,000 7,200,000 9,600,000 9,600,000
</TABLE>
II-39
<PAGE> 51
Part III
Item 10. Directors and Executive Officers of the Registrant
Incorporated herein by reference to the Company's definitive proxy statement to
be filed with the Securities and Exchange Commission within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 2000
Annual Meeting of Shareholders.
Item 11. Executive Compensation
Incorporated herein by reference to the Company's definitive proxy statement to
be filed with the Securities and Exchange Commission within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 2000
Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owner and Management
Incorporated herein by reference to the Company's definitive proxy statement to
be filed with the Securities and Exchange Commission within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 2000
Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference to the Company's definitive proxy statement to
be filed with the Securities and Exchange Commission within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 2000
Annual Meeting of Shareholders.
III-1
<PAGE> 52
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8K
<TABLE>
<CAPTION>
(a) 1. Financial Statements
<S> <C>
The following financial statements are included in Part II, Item 8: Page
Report of Independent Certified Public Accountants II-10
Consolidated Balance Sheets, December 31, 1999 and 1998 II-11
Consolidated Statements of Operations II-12
Years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Comprehensive Income II-13
Years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows II-14
Years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Stockholders' Equity II-15
Years ended December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements II-16-39
</TABLE>
2. Financial Statements Schedules
The following financial schedules are included in Part IV of this
report:
<TABLE>
<S> <C>
Schedule I. Summary of Investments -
Other than Investments in Related Parties IV-7
December 31, 1999 and 1998
Schedule II. Condensed Financial Information of Registrant IV-8-10
Years ended December 31, 1999, 1998 and 1997
Schedule III. Supplementary Insurance Information IV-11-13
Years ended December 31, 1999, 1998 and 1997
Schedule IV. Supplementary Insurance Information - Reinsurance IV-14
Years ended December 31, 1999, 1998 and 1997
Schedule VI. Supplementary Insurance Information -
Consolidated Property-Casualty Entities IV-15
Years ended December 31, 1999, 1998 and 1997
</TABLE>
All other schedules are omitted as the required information is not applicable
or the required information is otherwise presented in the financial statements
or notes thereto.
IV-1
<PAGE> 53
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8K
(continued)
3. (a) Exhibits
3.3 (a) The Articles of Incorporation and By-laws
of the Company originally filed on Form S-1
Registration Statement No. 2-42438, effective
March 3, 1972 are hereby incorporated herein
by reference.
The Amendment to the Articles of
Incorporation filed as Exhibit C to the
Registrant's Form 10-Q for the quarter ended
September 30, 1980 is also hereby
incorporated herein by reference.
The Amendment to the Articles of
Incorporation filed as Exhibit 4 to the
Registrant's Form 10-Q for the quarter ended
September 30, 1987 is also hereby
incorporated by reference.
The Amendment to the Articles of
Incorporation filed as Exhibit 4 to the
Registrant's Form 10-Q for the quarter ended
September 30, 1993 is also hereby
incorporated by reference.
(b) Bylaws, as amended May 24, 1999.(1)
10. (a) Shareholder Agreement dated as of May 24, 1999
between the Registrant and Allan J. McCorkle
and R. Lee Smith.(1)
(b) Consulting and Non-Competition Agreement dated
as of May 24, 1999 between the Registrant and
Allan J. McCorkle.(1)(2)
(c) Form of Director Indemnification Agreement.
(1)(2)
(d) Form of Agreement Regarding Severance and
Change of Control.(1)(2)
(e) Employment Agreement dated as of July 20, 1999
between the Registrant and J. John Wortman.(2)
(f) Employment Agreement dated as of June 1, 1999
between the Registrant and Thomas J.
McCorkle.(2)
(g) Mobile America Corporation Incentive Plan.(2)
(h) Form of Incentive Stock Option Agreement.(2)
(i) Promissory Note dated as of May 24, 1999 in
the principal amount of $156,250 in favor of
the Registrant from Arthur L. Cahoon.(2)
(j) Promissory Note dated as of July 20, 1999 in
the principal amount of $275,000 in favor of
the Registrant from Arthur L. Cahoon.(2)
(k) Management Stock Pledge Agreement dated as
of May 24, 1999 between the Registrant and
Arthur L. Cahoon.(2)
IV-2
<PAGE> 54
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8K
(continued)
(l) Promissory Note dated as of July 20, 1999 in
the principal amount of $412,500 in favor of
the Registrant from J. John Wortman.(2)
(m) Management Stock Pledge Agreement dated as of
July 20, 1999 between the Registrant and J.
John Wortman.(2)
11. Earnings Per Share Computations IV-4
21. Subsidiaries of Registrant IV-5
23. Consent of Cherry Bekaert & Holland, L.L.P. IV-6
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the
year ended December 31, 1999.
- ---------------
(1) Filed as an exhibit to the Registrant's Form 10-K/A for the year ended
December 31, 1998, and incorporated herein by reference.
(2) Management contract or remuneration plan.
IV-3
<PAGE> 55
Exhibit 11 Schedule of Computation of Earnings Per Share
See Note 8 to the consolidated financial statements.
IV-4
<PAGE> 56
Exhibit 3.21 Subsidiaries of Registrant
<TABLE>
<CAPTION>
Percentage of
Jurisdiction Voting Securities
Where Owned by
Name Organized Immediate Parent
---- ------------ -----------------
<S> <C> <C>
Mobile America Corporation Florida
Mobile America Insurance Group, Inc. Florida 100%
Fortune Insurance Company Florida 100%
Fortune Life Insurance Company Arizona 100%
Pegasus Insurance Company Oklahoma 100%
Fortune Financial Corporation Florida 100%
Fortune Premium Finance, Inc. Florida 100%
</TABLE>
All of the above subsidiaries are included in the Consolidated Financial
Statements of the Registrant and its subsidiaries. All unnamed subsidiaries and
other affiliates, when considered in the aggregate as a single subsidiary,
would not constitute a significant subsidiary.
IV-5
<PAGE> 57
Exhibit 3.23 Consent of Cherry Bekaert & Holland, L.L.P.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference into the Registration
Statements (Nos. 333-10331 and 333-58587) on Form S-8 of Mobile America
Corporation (the "Company") of our report dated March 17, 2000, with respect to
the Company's consolidated balance sheets as of December 31, 1999 and 1998 and
the related consolidated statements of operations, comprehensive income, changes
in stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1999, which report appears in the Company's annual report on
Form 10-K for the year ended December 31, 1999.
/s/ Cherry, Bekaert & Holland, L.L.P.
Orlando, Florida
March 28, 2000
IV-6
<PAGE> 58
Schedule I
Mobile America Corporation and Subsidiaries
Summary of Investments - Other than Related Parties
December 31, 1999
<TABLE>
<CAPTION>
Amount
which carried
in balance Market
Consolidated Cost sheet Value
- -------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
Industrial Bonds $ 8,116,083 $ 8,002,973 $ 8,002,973
Municipal Bonds 17,105,150 17,089,918 17,089,918
U. S. Government Bonds 5,956,193 5,868,726 5,868,726
----------- ----------- -----------
Total Bonds 31,177,426 30,961,617 30,961,617
----------- ----------- -----------
Common Stock 1,191,588 1,413,332 1,413,332
Preferred Stock 184,818 192,796 192,796
----------- ----------- -----------
Total Stocks 1,376,406 1,606,128 1,606,128
----------- ----------- -----------
Money Market Funds 3,531,266 3,531,266 3,531,266
Industrial Bonds 5,502,018 5,502,018 5,502,018
----------- ----------- -----------
Total Short Term Investments 9,033,284 9,033,284 9,033,284
----------- ----------- -----------
Total Investments $41,587,116 $41,601,029 $41,601,029
=========== =========== ===========
December 31, 1999
Amount
which carried
in balance Market
Consolidated Cost sheet Value
- -------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
Industrial Bonds $ 9,641,267 $ 9,750,254 $ 9,787,740
Municipal Bonds 31,797,715 32,146,352 32,511,948
U. S. Government Bonds 14,724,673 14,835,174 14,922,187
----------- ----------- -----------
Total Bonds 56,163,655 56,731,780 57,221,875
----------- ----------- -----------
Common Stock 1,201,530 1,303,020 1,303,020
Preferred Stock 196,740 206,586 206,586
----------- ----------- -----------
Total Stocks 1,398,270 1,509,606 1,509,606
----------- ----------- -----------
Certificates of Deposit 18,469,167 18,469,167 18,469,167
Industrial Bonds 2,741,063 2,741,063 2,741,063
----------- ----------- -----------
Total Short Term Investments 21,210,230 21,210,230 21,210,230
----------- ----------- -----------
Total Investments $78,772,155 $79,451,616 $79,941,711
=========== =========== ===========
</TABLE>
IV-7
<PAGE> 59
SCHEDULE II
Mobile America Corporation and Subsidiaries
Condensed Financial Information of Registrant
December 31, 1999 and 1998
Parent Company - Balance Sheets
<TABLE>
<CAPTION>
Assets
- -----------------------------------------------------------------------------------------------
1999 1998
-------------------------------
<S> <C> <C>
Cash $ 65,272 $ 15,782
Receivables:
Accrued investment income 50,600 91,727
Accounts receivable 46,085 70,859
Income taxes recoverable 567,746 198,058
Intercompany receivables 6,359,603 5,699,533
-------------------------------
Total receivables 7,024,034 6,060,177
-------------------------------
Investments:
Short-term investments 1,514,423 3,789,238
Securities - held to maturity at
Amortized cost 0 3,399,666
Securities - available for sale at market 3,150,950 2,670,878
-------------------------------
Total investments 4,665,373 9,859,782
-------------------------------
Investments in subsidiaries 20,577,879 29,516,015
Other assets 227,779 287,439
Deferred income taxes 306,593 281,456
Equipment less accumulated depreciation 183,849 375,436
-------------------------------
$ 33,050,779 $ 46,396,087
===============================
Liabilities and Stockholders' Equity
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Note payable $ 7,200,000 $ 9,600,000
Income taxes payable 0 0
Accrued expenses and other liabilities 399,859 213,711
Intercompany payables 1,019,616 1,019,234
-------------------------------
Total liabilities 8,619,475 10,832,945
-------------------------------
Stockholders' equity:
Common stock 198,610 191,110
Capital in excess of par 5,185,092 4,348,842
Net unrealized appreciation on
Securities available for sale
net of deferred taxes 9,182 448,444
Treasury stock, at cost (1,233,069) (1,233,069)
Stockholders' notes (843,750) 0
Retained earnings 21,115,239 31,807,815
-------------------------------
Total stockholders' equity 24,431,340 35,563,142
-------------------------------
$ 33,050,779 $ 46,396,087
===============================
Cash dividends paid by consolidated subsidiaries to parent 1999 $ 0
1998 $ 0
1997 $ 2,489,378
</TABLE>
IV-8
<PAGE> 60
SCHEDULE II
Mobile America Corporation and Subsidiaries
Condensed Financial Information of Registrant
Years Ended December 31, 1999, 1998 and 1997
Parent Company - Statements of Operations
<TABLE>
<CAPTION>
1999 1998 1997
-----------------------------------------------
<S> <C> <C> <C>
Revenues:
Investment Income $ 349,955 $ 595,829 $ 679,988
Rental Income 0 0 0
Other 721,395 728,927 758,589
Realized gains 1,557 9,102 102,383
Service fees 209,640 343,286 237,014
-----------------------------------------------
Total revenues 1,282,547 1,677,144 1,777,974
-----------------------------------------------
Expenses:
General and administrative 1,789,686 1,174,491 865,376
Interest on note payable 648,526 888,583 1,014,161
-----------------------------------------------
Total expenses 2,438,212 2,063,074 1,879,537
-----------------------------------------------
Loss before income taxes (1,155,665) (385,930) (101,563)
Income tax benefit (364,688) (209,825) (92,802)
-----------------------------------------------
Loss before equity in
earnings of subsidiaries (790,977) (176,105) (8,761)
Equity (loss) in earnings of subsidiaries (9,093,690) (773,520) 6,054,046
-----------------------------------------------
Net income (loss) ($9,884,667) ($ 949,625) $ 6,045,285
===============================================
</TABLE>
IV-9
<PAGE> 61
SCHEDULE II
Mobile America Corporation and Subsidiaries
Condensed Financial Information of Registrant
Years Ended December 31, 1999, 1998 and 1997
Parent Company - Statements of Cash Flows
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Income (loss) ($9,884,667) ($ 949,625) $ 6,045,285
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of investments 1,557 (9,102) (102,383)
Provisions for depreciation 24,188 30,469 6,500
Equity in earnings (loss) of subsidiaries 9,093,690 773,520 (6,054,046)
Decrease in accrued investment income 41,127 53,872 38,993
Decrease (increase) in prepaid and
other assets 84,434 211,222 (177,407)
Decrease in intercompany balances (659,688) 993,623 463,650
Net change in current income taxes (369,688) (411,908) 795,044
Increase (decrease) in accrued
expenses and other liabilities 186,148 48,685 32,080
Decrease (increase) in deferred taxes (25,137) 1,490 29,632
----------- ----------- -----------
Net cash provided by operating activities (1,508,036) 742,246 1,077,348
----------- ----------- -----------
Cash Flows from Investing Activities:
Dividends from subsidiaries 0 0 2,489,378
Investment in subsidiaries (537,465) 0 0
Net change in short term investments 2,274,815 1,294,446 (2,858,511)
Purchase of investments (2,100) (121,610) (520,565)
Proceeds from sale and maturity of investments 2,862,784 3,197,804 2,478,790
Purchase (sale) of property and equipment 167,399 (207,329) (16,631)
----------- ----------- -----------
Net cash provided by investing activities 4,765,433 4,163,311 1,572,461
----------- ----------- -----------
Cash Flows from Financing Activities:
Principal repayment, note payable (2,400,000) (2,400,000) 0
Purchase, sale of treasury stock 0 (3,666) (162,754)
Dividends paid to stockholders (807,907) (2,492,629) (2,474,416)
Stock dividend, fractional shares 0 0 (663)
----------- ----------- -----------
Net cash used in financing activities (3,207,907) (4,896,295) (2,637,833)
----------- ----------- -----------
Net increase in cash 49,490 9,262 11,976
Cash, beginning of year
15,782 6,520 (5,456)
----------- ----------- -----------
Cash, end of year $ 65,272 $ 15,782 $ 6,520
=========== =========== ===========
</TABLE>
IV-10
<PAGE> 62
Schedule III
Mobile America Corporation and Subsidiaries
Supplementary Insurance Information
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Losses, Claims and Policy Acquisition Costs
-------------------------------------------
Premiums Commissions
------------------------------------------------ and
Unearned Unearned Premiums Losses Losses brokerage
premiums Net premiums earned outstanding incurred incurred
beginning Premiums end of during end of during during
Lines of Insurance of period Written period period period period period
--------- -------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1997
Fortune Insurance Company
Homeowners $ 739,609 $ 1,125,121 $ 579,759 $ 1,284,971 $ 549,356 $ 484,418 $ 391,120
Business Owners Package 77,049 223,125 69,383 230,791 308,601 34,832 49,439
Automobile Physical Damage 1,397,118 3,572,259 1,108,801 3,860,576 1,082,960 3,135,312 860,730
Automobile Liability 14,668,654 33,830,649 12,427,143 36,072,160 13,393,970 27,978,986 5,251,418
Other 0 0 0 0 4,085 1,676 0
------------------------ ----------- ----------- ----------- ----------- -----------
$16,882,430 $38,751,154 $14,185,086 $41,448,498 $15,338,972 $31,635,224 $ 6,552,707
------------------------ ----------- ----------- ----------- ----------- -----------
Fortune Life Insurance Company
Individual Credit Life $ 369 $ 0 $ 230 $ 139 $ 0 $ 0 $ 0
Ordinary Life 53,978 134,193 71,697 116,474 16,983 18,192 92,255
Accident and Health 0 0 0 0 0 0 0
------------------------ ----------- ----------- ----------- ----------- -----------
$ 54,347 $ 134,193 $ 71,927 $ 116,613 $ 16,983 $ 18,192 $ 92,255
------------------------ ----------- ----------- ----------- ----------- -----------
Pegasus Insurance Company
Homeowners $ 818,032 $ 3,612,626 $ 1,869,292 $ 2,561,366 $ 497,642 $ 1,282,636 $ 840,600
Business Owners Package 0 487 0 487 3,408 1,162 287
Other Liability 16,384 42,828 14,817 44,395 65,676 51,034 12,254
------------------------ ----------- ----------- ----------- ----------- -----------
$ 834,416 $ 3,655,941 $ 1,884,109 $ 2,606,248 $ 566,726 $ 1,334,832 $ 853,141
------------------------ ----------- ----------- ----------- ----------- -----------
Eliminations 0 0 0 0 0 0 (5,104,959)
------------------------ ----------- ----------- ----------- ----------- -----------
Consolidated Totals $17,771,193 $42,541,288 $16,141,122 $44,171,359 $15,922,681 $32,988,248 $ 2,393,144
======================== =========== =========== =========== =========== ===========
</TABLE>
IV-11
<PAGE> 63
Mobile America Corporation and Subsidiaries
Supplementary Insurance Information
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION> Losses, Claims and Policy Acquisition Costs
-------------------------------------------
Premiums Commissions
------------------------------------------------ and
Unearned Unearned Premiums Losses Losses brokerage
premiums Net premiums earned outstanding incurred incurred
beginning Premiums end of during end of during during
Lines of Insurance of period Written period period period period period
--------- ------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1998
Fortune Insurance Company
Homeowners $ 579,759 $ 1,540,202 $ 504,807 $ 1,615,154 $ 295,448 $ 148,422 $ 296,362
Business Owners Package 69,383 230,871 86,137 214,117 87,954 (343,327) 41,591
Automobile Physical Damage 1,108,801 3,106,511 979,717 3,235,595 678,058 1,729,175 690,489
Automobile Liability 12,427,143 22,000,457 7,152,478 27,275,122 9,904,582 22,946,772 6,658,831
Other 0 0 0 0 4,085 1,665 0
------------------------ ----------- ----------- ----------- ----------- -----------
$14,185,086 $26,878,041 $ 8,723,139 $32,339,988 $10,970,127 $24,482,707 $ 7,687,273
------------------------ ----------- ----------- ----------- ----------- -----------
Fortune Life Insurance Company
Individual Credit Life $ 230 $ 0 $ 230 $ 0 $ 0 $ 0 $ 0
Ordinary Life 71,697 23,269 7,716 87,249 17,741 30,758 68,795
Accident and Health 0 0 0 0 0 0 0
------------------------ ----------- ----------- ----------- ----------- -----------
$ 71,927 $ 23,269 $ 7,946 $ 87,249 $ 17,741 $ 30,758 $ 68,795
------------------------ ----------- ----------- ----------- ----------- -----------
Pegasus Insurance Company
Homeowners $ 1,869,292 $ 2,339,532 $ 1,770,974 $ 2,437,850 $ 308,659 $ 1,285,102 $ 556,884
Business Owners Package 0 6,128 4,486 1,642 6,372 2,964 2,682
Other Liability 14,817 97,030 34,846 77,001 114,968 134,457 19,708
------------------------ ----------- ----------- ----------- ----------- -----------
$ 1,884,109 $ 2,442,690 $ 1,810,306 $ 2,516,493 $ 429,999 $ 1,422,523 $ 579,274
------------------------ ----------- ----------- ----------- ----------- -----------
Eliminations 0 0 0 0 0 0 201,504
------------------------ ----------- ----------- ----------- ----------- -----------
Consolidated Totals $16,141,122 $29,344,000 $10,541,391 $34,943,730 $11,417,867 $25,935,988 $ 8,536,846
======================== =========== =========== =========== =========== ===========
</TABLE>
IV-12
<PAGE> 64
Mobile America Corporation and Subsidiaries
Supplementary Insurance Information
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Losses, Claims and
Policy Acquisition Costs
-------------------------------------
Premiums Commissions
------------------------------------------------ and
Unearned Unearned Premiums Losses Losses brokerage
premiums Net premiums earned outstanding incurred incurred
beginning Premiums end of during end of during during
Lines of Insurance of period Written period period period period period
--------- ------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1999
Fortune Insurance Company
Homeowners $ 504,807 $ 1,530,722 $ 1,001,879 $ 1,033,650 $ 689,187 $ 997,409 $ 383,707
Business Owners Package 86,137 148,866 70,271 164,732 135,877 82,917 31,802
Automobile Physical Damage 979,717 3,336,522 781,750 3,534,489 439,385 2,338,017 614,660
Automobile Liability 7,152,478 21,368,598 6,328,576 22,192,500 10,040,673 22,461,220 6,606,164
Other 0 0 0 0 0 0 0
----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 8,723,139 $26,384,708 $ 8,182,476 $26,925,371 $11,305,122 $25,879,563 $ 7,636,333
----------- ----------- ----------- ----------- ----------- ----------- -----------
Fortune Life Insurance Company
Individual Credit Life $ 230 $ 0 $ 400 ($ 170) $ 0 $ 0 $ 0
Ordinary Life 7,716 37,325 13,859 31,182 18,477 40,835 24,445
Accident and Health 0 0 0 0 0 0 0
----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 7,946 $ 37,325 $ 14,259 $ 31,012 $ 18,477 $ 40,835 $ 24,445
----------- ----------- ----------- ----------- ----------- ----------- -----------
Pegasus Insurance Company
Homeowners $ 1,770,974 $ 2,700,499 $ 1,822,176 $ 2,649,297 $ 860,743 $ 1,607,044 $ 1,075,679
Business Owners Package 4,486 10,127 1,343 13,270 10,052 3,680 4,720
Other Liability 34,846 90,741 30,054 95,533 123,962 50,600 20,461
Other 0 11,370 4,734 6,636 0 25,000 2,194
----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 1,810,306 $ 2,812,737 $ 1,858,307 $ 2,764,736 $ 994,757 $ 1,686,324 $ 1,103,054
----------- ----------- ----------- ----------- ----------- ----------- -----------
Eliminations 0 0 0 0 0 0 (1,969,318)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Consolidated Totals $10,541,391 $29,234,770 $10,055,042 $29,721,119 $12,318,356 $27,606,722 $ 6,794,514
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
IV-13
<PAGE> 65
Schedule IV
Mobile America Corporation and Subsidiaries
Supplementary Insurance Information - Reinsurance
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Percentage
Ceded to Assumed of Amount
Gross Other From Other Assumed
Amount Companies Companies Net Amount to Net
------ --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1999
- ----------------------------
Life insurance in force $ 2,125,000 $ 13,000 $ 0 $ 2,112,000 $ 0
=========== =========== =========== =========== ===========
Insurance premiums earned:
Life insurance $ 31,813 $ 800 $ 0 $ 31,013 $ 0
Property and Casualty 65,763,138 36,073,032 0 29,690,106 0
----------- ----------- ----------- ----------- -----------
$65,794,951 $36,073,832 $ 0 $29,721,119 $ 0
=========== =========== =========== =========== ===========
Year ended December 31, 1998
- ----------------------------
Life insurance in force $ 1,543,000 $ 13,000 $ 0 $ 1,530,000 $ 0
=========== =========== =========== =========== ===========
Insurance premiums earned:
Life insurance $ 88,023 $ 774 $ 0 $ 87,249 $ 0
Property and Casualty 81,793,276 46,936,794 0 34,856,482 0
----------- ----------- ----------- ----------- -----------
$81,881,299 $46,937,568 $ 0 $34,943,731 $ 0
=========== =========== =========== =========== ===========
Year ended December 31, 1997
- ----------------------------
Life insurance in force $ 8,949,000 $ 13,000 $ 0 $ 8,936,000 $ 0
=========== =========== =========== =========== ===========
Insurance premiums earned:
Life insurance $ 117,293 $ 680 $ 0 $ 116,613 $ 0
Property and Casualty 91,968,284 47,913,538 0 44,054,746 0
----------- ----------- ----------- ----------- -----------
$92,085,577 $47,914,218 $ 0 $44,171,359 $ 0
=========== =========== =========== =========== ===========
</TABLE>
IV-14
<PAGE> 66
Schedule VI
Mobile America Corporation and Subsidiaries
Supplemental Insurance Information
Consolidated Property-Casualty Entities
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Claim and Claim
Reserves for Discount Adjustment Expenses
Deferred Unpaid Claims if any, Incurred Related to
Policy and Claim deducted in Net (1) (2)
Acquisition Adjustment previous Unearned Earned Investment Current Prior
Costs Expenses column Premiums Premiums Income Year Years
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Year Ended December 31, 1999
($262,410) $12,299,879 $0 $10,040,785 $29,690,106 $2,416,183 $23,620,251 $3,945,636
Year Ended December 31, 1998
($1,274,635) $11,400,127 $0 $10,533,445 $34,856,481 $3,273,711 $22,435,796 $3,469,432
Year Ended December 31, 1997
($243,009) $15,905,698 $0 $16,069,195 $44,054,746 $3,858,580 $36,833,718 ($3,863,662)
Paid
Amortization Claims
of Deferred and Claim
Policy Adjustment Premium
Acquisition Costs Expenses Written
- ------------------------------------------------
<C> <C> <C>
$8,739,387 $26,666,135 $29,197,447
$8,266,547 $30,410,801 $29,320,731
$7,405,848 $37,105,090 $42,407,097
</TABLE>
IV-15
<PAGE> 67
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, The Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
MOBILE AMERICA CORPORATION
---------------------------------------
Company
March 29, 2000
By: /s/ J. John Wortman
------------------------------------------
J. John Wortman
President and Chief Executive Officer
March 29, 2000
By: /s/ Mark P. Brockelman
------------------------------------------
Mark P. Brockelman
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
By: /s/ Arthur L. Cahoon Chairman of the Board, March 29, 2000
- ---------------------------- and Director
Arthur L. Cahoon
By: /s/ John Michael Garrity Director March 29, 2000
- ----------------------------
John Michael Garrity
By: /s/ Allan J. McCorkle Director March 29, 2000
- ----------------------------
Allan J. McCorkle
By: /s/ Holly J. McCorkle Director March 29, 2000
- ----------------------------
Holly J. McCorkle
By: /s/ Thomas J. McCorkle Director March 29, 2000
- ----------------------------
Thomas J. McCorkle
By: /s/ Thomas Edwin Perry Director March 29, 2000
- ----------------------------
Thomas Edwin Perry
By: /s/ R. Lee Smith Director March 29, 2000
- ----------------------------
R. Lee Smith
By: /s/ Robert Thomas III Director March 29, 2000
- ----------------------------
Robert Thomas III
</TABLE>
IV-16
<PAGE> 1
EXHIBIT 10(e)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement"), between Mobile America Corporation
("Company"), and Joseph John Wortman, ("Executive"), effective as of the 20th
day of July, 1999.
WITNESSETH
WHEREAS, the company desires to assure itself of the services of Executive for
the period provided in this Agreement, and Executive is willing to serve in the
employ of the company and devote substantially all of his full-time employment
effort and attention to the day to day management of the Company, all in
accordance with the terms and conditions contained in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
Company and Executive hereby agree as follows:
1. Employment - The Company hereby employs Executive and Executive hereby
accepts such employment with the Company as President and CEO for the
period provided for in Section 2, all upon the terms and conditions
contained in this Agreement. As a condition to Executive's employment
by the Company, executive affirms and represents that Executive is
under no obligation to any former employer or other person which is in
any way inconsistent with, or which imposes any restriction upon,
Executive's acceptance of employment with the Company, the employment
of Executive by the Company, or Executive's undertakings under this
Agreement.
2. Term of Employment - Unless sooner terminated pursuant to Section 7,
the term of Executive's employment under this agreement shall be for a
period commencing on the date hereof and continuing through the 31st
day of July, 2002.
3. Duties - During the Term, Executive shall provide general executive,
administrative and managerial services to the Company and shall
perform such other reasonable employment duties as the Chairman or
Board of Directors may from time to time prescribe. Executive shall
serve as a director, if elected.
-1-
<PAGE> 2
4. Compensation - As compensation for the services to be performed by
Executive during the Term, the Company shall provide or shall cause to
be provided to Executive:
(a) An annual base salary of not less than two hundred fifty
thousand dollars ($250,000); the annual base salary together
with any adjustments or increments thereto being hereinafter
referred to as the "Salary";
(b) An annual incentive bonus of not less than forty percent
(40%) of Salary. The performance goals required to earn such
annual incentive shall be approved by the Compensation
Committee of the Board of Directors each year.
(c) An incentive stock option (ISO) grant equal to the maximum
allowable under the IRS code (based on the stock price as of
the close of business on July 20, 1999 approximately 218,178
at $2.75 per share) vesting in six installments of
approximately 36,363 shares over five years (1/6th vesting at
grant and 1/6th on each anniversary) will be issued to
Executive effective with employment. The options will have a
term, while employed, of ten years and will be
nontransferable, except upon death. The options may be
exercised upon vesting for cash, shares or on a net exercise
basis, as long as such exercise does not result in an
earnings charge to the Company. Vesting will accelerate in
the event of a sale of the Company or substantially all of
the assets of the business.
(d) The Company will loan (or guarantee a loan) to Executive of
$412,500 for the purchase of 150,000 shares of Company common
stock from the Company at $2.75 per share. The loan will have
a five year balloon term and bear interest at the prime rate.
The repayment of the loan will accelerate upon termination of
employment or the sale or disposition of the underlying stock
which will be held as collateral.
1. Benefits - in addition to the payments required by Section 4 to be
paid to Executive, Executive shall:
(a) Be eligible to participate in all fringe benefits and any
pension and/or profit sharing plans that may be provided by
the Company for its key executive employees in accordance
with the provisions of any such plans.
(b) Be eligible to participate in any life or other similar
insurance plans, medical and health plans or other employee
welfare benefit plans that may be provided by the Company for
its key executive employees in accordance with the provisions
of any such plans.
(c) Be entitled to paid vacation in accordance with the policy of
the Company that may be applicable to key executive
employees.
(d) Be entitled to sick leave and sick pay in accordance with the
policy of the Company that may be applicable to key executive
employees.
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<PAGE> 3
6. Expenses - the Company shall, in accordance with, and to the extent of
its policies in effect from time to time, pay all ordinary and
necessary business expenses incurred by the Executive in connection
with the performance of Executive's obligations. Executive shall
account promptly for all such business expenses to the Company in the
manner prescribed from time to time by the Company. In addition, a one
time allowance of $37,500.00 will be paid the Executive by the Company
by August 10, 1999, to cover relocation, travel and temporary living
expenses.
7. Termination - Executive's employment shall be terminated upon the
occurrence of any of the following:
(a) The death of the Executive
(b) Executive's disability (as such term is defined pursuant to
the provision of the Company's disability plan as may be in
effect from time to time).
(c) The termination of Executive's employment by Executive for
any reason provided Executive submits ninety (90) days prior
written notice of such termination to the Board of Directors.
(d) The termination of Executive's employment by the Company at
any time For Cause (as defined in Section 7 of this
Agreement), such termination to take effect immediately upon
written notice by the Company to Executive.
(e) The termination of Executive's employment by the Company
other than For Cause, such termination to take effect after
ninety (90) days after written notice by the Company to
Executive.
(f) The termination of Executive's employment through an Approved
Retirement (as defined in Section 7 of this Agreement).
For purposes of the Agreement, the term "For Cause" or "Cause" shall mean a
reasonable determination by the Board of Directors of the Company that
Executive (i) failed to obey the reasonable and lawful orders of the Company,
(ii) acted with gross negligence in the performance of his obligations or in a
manner materially detrimental to the Company, (iii) willfully breached or
habitually neglected his duty, (iv) has been convicted of a felony, (v)
committed any act involving dishonesty or fraud, (vi) violated any of the
provisions of Sections 12 through 14 of this agreement, or (vii) failed, after
notice and a reasonable opportunity for cure, to competently perform the duties
of chief executive officer.
For purposes of this Agreement, the term "Approved Retirement" shall mean
retirement as defined in the Company's qualified retirement plans and with
approval of the Board of Directors.
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<PAGE> 4
8. Death of Executive - in the event Executive's employment is terminated
as a result of Executive's death as set forth in Section 7(a),
Executive's spouse, or, if the Executive is not married at the time of
his death, the estate of Executive shall be entitled to receive
Executive's Salary earned through the date of death.
9. Executive Initiated Termination Without Proper Notice or Company
Initiated Termination For Cause - in the event Executive terminates
this Agreement without proper notice as set forth in Section 7(c) or
in the event Executive's employment is terminated by the Company For
Cause as set forth in Section 7(d), Executive shall be entitled to
receive his Salary earned through the date of termination.
10. Disability of Executive, Executive Initiated Termination With Proper
Notice or Approved Retirement - in the event Executive's employment is
terminated as a result of Disability, resignation by Executive with
proper notice or Approved Retirement, as set forth in Section 7 (b),
(c), and (f) respectively, Executive shall be entitled to receive his
Salary, any accrued but unpaid incentive bonus for the prior year, and
benefits (as described in Sections 4 and 5 of this Agreement) through
the date of termination.
11. Company Initiated Termination other than For Cause - in the event
Executive's employment is terminated by the Company other than For
Cause, as set forth in Section 7(e), Executive shall be entitled to
receive his Salary, any accrued incentive awards, and benefits (as
described in Sections 4 and 5 of this Agreement) through the date of
terminations, plus, if Executive executes a standard release and
waiver, for the unexpired period of this Agreement:
(a) Executive's then current Salary.
(b) An amount equal to fifty percent (50%) of the annual bonus
which Executive would otherwise have been eligible to receive
as of the effective date of Executive's termination of
employment
(c) All benefits as described in Section 5 for which Executive
would otherwise have been eligible to receive as of the
effective date of Executive's termination of Employment.
12. Non-Disclosure - Executive shall not without the prior written consent
of the Board of Directors of the Company (i) use for Executive's
benefit or disclose at any time during Executive's employment by the
Company, or thereafter, except to the extent required by the
performance by Executive of his duties as a executive of the Company,
any information obtained or developed by Executive while in the employ
of the Company with respect to any customer, suppliers, products,
employees, financial or legal affairs, business methods or services f
the Company or any of its subsidiaries (including, without limitation,
customer lists, pricing, underwriting, marketing, financial or sales
information, forecasts, business and strategic plans, customer needs
and renewal dates, personnel applications to or any matters pending or
under the jurisdiction of any regulatory agency or court, any
threatened litigation, and corporate policies and procedures), or any
other confidential matter or trade secrets, except information which
at
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<PAGE> 5
the time is generally known to the public other than as a result of
disclosure by Executive not permitted hereunder, nor (ii) take with
Executive upon leaving the employ of the Company any document, paper
or property evidencing or relating to any of the foregoing.
13. Return of Property - Upon termination of Executive's employment for
any reason, or at any other time the Company requests, Executive shall
immediately deliver to the Company all memoranda, notes, plans,
records, reports, manuals, computer discs, computer files and
documents (and copies thereof) and any other property or material in
Executive's possession or control relating to the business of the
Company or any of its subsidiaries.
14. Competition - During Executive's employment by the Company and during
the time period set forth below commencing on the date of Executive's
termination of employment (and extended by the amount of time of any
violation of this Agreement):
(a) For a period of twenty-four (24) months, Executive will not
make any statement or do any act that is disloyal to the
Company or any of its subsidiaries, or is inconsistent with
the interests of the Company of any of its subsidiaries.
(b) For a period of twenty-four (24) months, Executive will not
make any statement or do any act that does or may cause any
existing customer of the Company or any of its subsidiaries
to make use of the services or purchase the products of any
business competitive with the Company of any of its
subsidiaries.
(c) For a period of twenty-four (24) months, Executive will not
employ, solicit for employment, or assist any other person
not affiliated with the Company in recruiting or hiring any
person who is then, or within the preceding three (3) month
period was an employee of the Company or any of its
subsidiaries.
(d) For a period of twelve (12) months, Executive will neither
directly nor indirectly (as a director, officer, partner,
sole proprietor, employee, manager, consultant, independent
contractor, advisor or otherwise) engage in, own any interest
in, perform any services for, participate in or be connected
with any business or organization that engages in competition
with the Company or any of its subsidiaries in the type of
business and geographic territory where the Company operates.
(e) If a court of competent jurisdiction determines that any
restriction in this Section 14 is too broad to be
enforceable, such restriction shall be reduced to the extent
necessary in the opinion of such court to make it reasonable,
the intent of the parties being that the Company be given the
broadest possible protection allowed by law or equity with
respect to the restrictions in this Section 14.
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<PAGE> 6
15. Non-alienation - Except as may otherwise be required by law, no right
to receive payments under this Agreement shall be subject to
anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge, bankruptcy or hypothecation or to exclusion,
attachment, levy or similar process or assignment by operation of law,
and any attempt, voluntary or involuntary, to effect any such action
shall be null, void and of no effect.
16. Assignment - The company, in its sole discretion, may assign its
rights and duties under this Agreement, but Executive may not. This
Agreement shall be binding upon and inure to the benefit of (a) the
Company and its successors and assigns and any purchaser of the
Company or substantially all of the assets of the Company and (b)
Executive, and his designees and his estate.
17. Notices - Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and will be deemed to have
been given, (i) if to Executive, delivered in person or five (5) days
following mailing by first class certified or registered mail, postage
prepaid, to Executive at his home address, or to such addresses as
Executive shall have designated in writing, or (ii) if to the Company,
to the attention of the Chairman of the Board on behalf of the Board
of Directors, at the Company's principal place of business.
18. Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
19. Severability - If any provision of this Agreement shall be determined
to be invalid, illegal or unenforceable in whole or in part, neither
the validity of the remaining part of such provision nor the validity
of any other provision of this Agreement shall in any way be affected.
20. Remedies - Executive acknowledges that a remedy at law for any breach
or threatened breach of the provisions of this Agreement would be
inadequate and therefore agrees that the Company shall be entitled to
injunctive relief, both preliminary and permanent, in addition to any
other available rights and remedies in case of any such breach or
threatened breach; provided, however, that nothing contained herein
shall be construed as prohibiting the Company from pursuing any other
remedies available for any such breach or threatened breach. Executive
further acknowledges and agrees that in the event of a breach by
Executive of any provision of this Agreement, the Company shall be
entitled, in addition to all other remedies to which the Company may
be entitled under this Agreement, to recover from Executive all
reasonable attorney fees incurred by the Company in enforcing this
Agreement. The Company acknowledges and agrees that in the event the
Executive is the prevailing party in an action by the Company to
enforce this Agreement, the Executive shall be entitled to recover
from the Company all reasonable attorney's fees incurred by the
Executive in defending the action.
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IN WITNESS WHEREOF, the Company and Executive have duly executed and delivered
this Agreement effective as of the date and year first above written.
EXECUTIVE
SIGNATURE:
------------------------------------------
NAME (PRINTED):
-------------------------------------
COMPANY
BY (SIGNATURE):
-------------------------------------
NAME (PRINTED):
-------------------------------------
TITLE:
----------------------------------------------
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<PAGE> 1
EXHIBIT 10(f)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of June 1, 1999 (this "Agreement"), between
MOBILE AMERICA CORPORATION, a Florida corporation ("Company") and THOMAS J.
McCORKLE ("Executive").
WITNESSETH:
WHEREAS, Executive is currently serving as a Vice President of the Company; and
WHEREAS, Company and the Executive desire to enter into this Agreement for
employment.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein and for other good and valuable consideration, the
Company and Executive hereby agree as follows:
1. Agreement to Employ.
Upon the terms and subject to the conditions of this Agreement, the
Company hereby employs Executive and Executive hereby accepts
employment by the Company.
2. Term; Position and Responsibilities.
a) Term of Employment. The employment of Executive pursuant
hereto shall commence on the date of this Agreement (the
"Effective Date"), and shall remain in effect for a term
expiring on the third anniversary of the Effective Date
unless sooner terminated pursuant to the provisions of
Section 6 hereof (the "Term").
b) Position and Responsibilities. During the Term, Executive
will be employed as Vice President and, in addition, in such
other executive capacity or capacities for the Company as may
be agreed from time to time by Executive and the Company, and
he will devote substantially all of his skill, knowledge and
working time to the conscientious performance of such duties,
except (i) for reasonable vacation time and absence for
sickness or similar disability and (ii) such time, reasonably
determined by Executive, as may be devoted to the fulfillment
of civic and personal responsibilities. Executive hereby
represents that his employment hereunder and compliance by
him with the terms and conditions of this Agreement will not
conflict with or result in the breach of any agreement to
which he is a party or by which he may be bound.
3. Compensation.
As full compensation for all services to be rendered by Executive in
the capacities referred to in the Agreement, Executive shall receive
an annual base salary of $134,620.08, payable in accordance with the
Company's payroll practices in effect from time to time. The annual
base salary hereunder shall be subject to increase (but not decrease)
each year in accordance with the Company's annual review of
Executive's annual base salary. In addition to his annual base salary,
Executive shall be eligible to receive, consistent with any existing
Company executive bonus policies in effect from time to time, an
annual bonus determined in the Company's sole discretion based on the
Company's executive bonus criteria.
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<PAGE> 2
4. Benefits.
During the Term:
a) General. The Company will provide life insurance, medical
insurance and other benefits (including its money purchase
pension plan) comparable to those provided from time to time
to the Company's other executive officers;
b) Vacation and Sick Leave. Executive shall be entitled to paid
vacation and to reasonable sick leave in accordance with the
Company's policies as in effect from time to time; and
c) Living Accommodations. So long as Executive is employed by
the Company in South Florida, the Company will provide living
facilities similar to Executive's current facilities, less
$500 per month payable by Executive.
5. Expenses.
The Company shall reimburse Executive for reasonable travel, lodging,
meal and other reasonable expenses incurred by him in connection with
his performance of services hereunder upon submission of evidence,
reasonably satisfactory to the Company, of the incurrence and purpose
of each such expense.
6. Termination of Employment.
a) Termination Due to Death or Disability. Executive's
employment shall automatically terminate upon his death or in
accordance with Section 6(g) upon the Company's determination
of his Disability (provided Executive has not returned to the
full time performance of his duties during the 30 day notice
period). For purposes of this Agreement, "Disability" shall
mean a physical or mental disability or infirmity (other than
Executive's existing dyslexia) that prevents the performance
by Executive of his duties hereunder lasting (or likely to
last, based on competent medical evidence) for a continuous
period of six months or longer. The reasoned and good faith
judgment of the Company as to Disability shall be final and
shall be based on such competent medical evidence as shall be
presented to it by Executive or by any physician or group of
physicians or other competent medical experts employed by
Executive or the Company.
b) Termination by the Company for Cause. Executive's employment
with the Company may be terminated for "Cause" by the
Company. "Cause" shall mean (i) the failure by Executive to
substantially perform his duties (other than as a result of a
physical or mental disability or infirmity) and continuance
of such failure for more than 30 days after the Company
notifies Executive in writing that he is failing to
substantially perform his duties, provided that such writing
shall set forth the facts and circumstances giving rise to
such claim, (ii) Executive's engaging in willful misconduct
(including, without limitation, any criminal, fraudulent or
dishonest conduct) that is materially injurious to the
Company or any of its affiliates or subsidiaries, (iii)
Executive's conviction of, or entering a plea of nolo
contendere to, any crime that constitutes a felony (exclusive
of (x) traffic-related offenses, and (y) environmental, labor
and other offenses related to the operation of the Company
where Executive is adjudged to have acted in good faith in
what he reasonably believed to be the best interest of the
Company) or involves moral turpitude, or (iv) the breach by
Executive of any written covenant or agreement with the
Company or any of its affiliates not to disclose any
information pertaining to the Company or any of its
affiliates (except where such disclosure by Executive is made
in good faith in what he reasonably believes to be the best
interest of the Company) or not to compete or interfere with
the Company or any of its affiliates.
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<PAGE> 3
c) Termination by Executive for Good Reason. Executive may
terminate his employment for "Good Reason". "Good Reason"
shall mean a termination of employment by Executive upon 30
days notice following (i) the failure of the Company timely
to pay Executive's salary, bonus or benefits or otherwise to
perform its obligations under this Agreement, (ii) the
Company requiring Executive to relocate outside the State of
Florida or to West Florida, or (iii) the Company's reduction
(but not modification) of Executive's responsibilities
materially below executive level responsibilities, provided
that (x) Executive shall have given the Company written
notice of the circumstances constituting Good Reason and the
Company shall have failed to cure such circumstances within
20 days (5 days for monetary defaults), and (y) Executive
shall not have caused the occurrence constituting Good Reason
through the exercise of his authority as an officer of the
Company.
d) Termination Without Cause. The Company or Executive may
terminate Executive's employment with the Company "Without
Cause" upon 90 days written notice to the non-terminating
party. A termination "Without Cause" shall mean a termination
of employment by the Company other than due to death or
Disability as described in Section a) or for Cause as defined
in Section 6b) or a termination of employment by Executive
other than for Good Reason.
e) Notice and Effect of Termination. Any termination of
Executive's employment by the Company pursuant to Section a)
(in the case of Disability), b) or 6d), or by Executive
pursuant to Section c) or 6d), shall be communicated by a
written "Notice of Termination" addressed to Executive or the
Company, as appropriate. A "Notice of Termination" shall mean
a notice stating that Executive's employment hereunder has
been or will be terminated, indicating the specific
termination provisions in this Agreement relied upon and
setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for such termination
of employment.
f) Payments Upon Certain Terminations.
i) Termination Without Cause or for Good Reason. In the
event of a termination of Executive's employment by
the Company Without Cause or a termination by
Executive of his employment with the Company for
Good Reason, in either case before the second
anniversary of the Effective Date, the Company shall
pay to Executive (x) his base salary at the annual
base rate in effect immediately prior to the Date of
Termination (as defined in Section 6(g) below)
during the Severance Period, less (y) the total
compensation (whether received as salary, consulting
fee or otherwise and calculated on a pre-tax basis)
accrued, earned or received by Executive from any
new employer, client or contractor during the
Severance Period, provided that the Company may, at
any time and at its discretion, pay to Executive in
a single lump sum an amount equal to the Company's
good faith determination of the present value of the
installments of the base salary remaining to be paid
to Executive, as of the date of such lump sum
payment, calculated using a discount rate equal to
the then prevailing interest rate payable on direct
obligations of the U.S. Treasury having a term as
close as practicable to the period from the date of
termination of employment through the last day of
the Severance Period. "Severance Period" means a
period beginning on the date on which Notice of
Termination is effective as provided by Section 6(e)
or, if no such Notice is given, the date of
termination of employment (the "Notice Date") and
continuing until the second anniversary of the
Effective Date.
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In addition, during the Severance Period, Executive
will continue to receive the benefits to which he
was entitled pursuant to Section 4 (a) as of the
Date of Termination. If for any reason at any time
the Company is unable to treat Executive as being or
having been an employee of the Company under any
benefits plan in which he is entitled to participate
and as a result thereof Executive receives reduced
benefits under such plan during the period that
Executive is continuing to receive his full base
salary, the Company shall provide Executive with
such benefits by direct payment (computed on an
after tax basis) or at the Company's option by
making available equivalent benefits from other
sources. During the Severance Period, Executive
shall not be entitled to participate in any of the
Company's employee benefit plans that are introduced
after the Date of Termination, except that an
appropriate adjustment shall be made if such new
employee benefit plan is a replacement for or
amendment to an employee benefit plan in effect as
of the Date of Termination.
ii) Termination Upon Death or Disability. If Executive's
employment shall terminate upon his death or
Disability, the Company shall pay Executive his full
base salary through the Date of Termination at the
annual base rate in effect immediately prior to the
Date of Termination, provided that in the case of
Executive's Disability, the provisions of Section 6
(f)(i)(B) shall also apply to Executive as if
Section 6 (f)(i)(A)were otherwise applicable.
iii) Termination for Cause or Voluntary Termination by
Executive. If the Company shall terminate
Executive's employment for Cause or if Executive
shall voluntarily terminate his employment with the
Company for other than Good Reason, he shall be paid
his full base salary and benefits through the Date
of Termination at the annual base rate in effect
immediately prior to the Date of Termination.
g) Date of Termination. As used in this Agreement, the term
"Date of Termination" shall mean (i) if Executive's
employment is terminated by his death, the date of his death,
(ii) if Executive's employment is terminated for Cause, the
date on which Notice of Termination is given as contemplated
by Section 6(e), (iii) if Executive's employment is
terminated by the Company due to Executive's Disability or by
Executive for Good Reason, 30 days after the date on which
Notice of Termination is given as contemplated by Section
6(e), and (iv) if Executive's employment is terminated by
Executive or by the Company Without Cause, 90 days after the
date on which Notice of Termination is given as contemplated
by Section 6(e).
7. Consulting and Non-Competition Agreement.
Contemporaneously herewith the Company and Executive shall enter into
the Consulting and Non-Competition Agreement attached hereto as
Exhibit A, which shall be effective upon termination of Executive's
employment for any reason, including expiration of the Term, and shall
run from the Date of Termination or the first day after expiration of
the Term, as applicable.
8. Health Insurance.
If Executive ceases to be either an employee or director of the
Company, the Company will include Executive in its group health and
life insurance plan until Executive is entitled to Medicare benefits
provided that (A) such Company plan, as then in effect, permits
Executive as a retired employee to be included in the plan, and (B)
Executive reimburses the Company for the cost of including him in such
plan.
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<PAGE> 5
9. Unauthorized Disclosure.
a) During and after the Term, without the written consent of the
Company, (i) Executive shall not disclose to any person
(other than an employee or director of the Company or its
affiliates, or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance
by Executive of his duties under this Agreement or as a
director of the Company) or use to compete with the Company
or any of its affiliates any confidential or proprietary
information, knowledge or data that is not theretofore
publicly known and in the public domain obtained by him while
in the employ of the Company with respect to the Company or
any of its affiliates or with respect to any products,
improvements, customers, methods of distribution, sales,
prices, profits, costs, contracts (including, without
limitation the terms and provisions of this Agreement),
suppliers, business prospects, business methods, techniques,
research, trade secrets or know-how of the Company or any of
its affiliates (collectively, "Proprietary Information"), and
(ii) Executive shall use his reasonable efforts to keep
confidential any such Proprietary Information and to refrain
from making any such disclosure, in each case except as may
be required by law or as may be required in connection with
any judicial or administrative proceedings or inquiry.
b) The covenant contained in this Section 9 shall survive the
termination of Executive's employment pursuant to this
Agreement and shall be binding upon Executive's heirs,
successors and legal representatives.
10. Return of Documents.
In the event of the termination of Executive's employment for any
reason, Executive will deliver to the Company all documents and data
of any nature pertaining to his work with the Company and its
affiliates (except for documents relating to Executive's employment,
benefits, taxes and other personal matters), and he will not take with
him any documents or data of any description or any reproduction
thereof, or any documents containing or pertaining to any Proprietary
Information.
11. Injunctive Relief with Respect to Covenants.
Executive acknowledges and agrees that the covenants and obligations
of Executive with respect to non-disclosure, confidentiality and the
property of the Company and its affiliates relate to special, unique
and extraordinary matters and that, notwithstanding any other
provision of this Agreement to the contrary, a violation of any of the
terms of such covenants and obligations will cause the Company and its
affiliates irreparable injury for which adequate remedies are not
available at law. Therefore, Executive expressly agrees that the
Company and its affiliates (which shall be express third-party
beneficiaries of such covenants and obligations) shall be entitled to
an injunction (whether temporary or permanent), restraining order or
such other equitable relief (including the requirement to post bond)
as a court of competent jurisdiction may deem necessary or appropriate
to restrain Executive from committing any violation of the covenants
and obligations contained in Sections 9 and 10 hereof. These
injunctive remedies are cumulative and in addition to any other rights
and remedies the Company and its affiliates may have at law or in
equity. Further, the Executive represents that his experience and
capabilities are such that the provisions of Sections 9 and 10 hereof
will not prevent him from earning his livelihood.
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<PAGE> 6
12. Entire Agreement.
Except as otherwise expressly provided herein, this Agreement and the
attached Consulting and Non-Competition Agreement and an Agreement
Regarding Severance and Change in Control dated July 21, 1997, between
the Company and Employee as an officer of the Company constitute the
entire agreements among the parties hereto with respect to the subject
matter hereof, and all promises, representations, understandings,
arrangements and prior agreements relating to such subject matter
(including those made to or with Executive by any other person or
entity) are merged herein and superseded hereby and thereby. Without
limiting the foregoing, Executive acknowledges that Executive is not
entitled to any retirement benefits (except amounts payable to
Executive under the Company's money purchase pension plan).
13. Miscellaneous.
a) Binding Effect. This Agreement shall be binding on and inure
to the benefit of the Company, and its respective permitted
successors and assigns as provided in Section 13(j). This
Agreement shall also be binding on and inure to the benefit
of Executive and his heirs, executors, administrators and
legal representatives. If Executive's employment is
terminated by reason of his death, all amounts payable by the
Company pursuant to Section 6(f)(ii) shall be paid in
accordance with the terms of this Agreement to Executive's
devisee, legatee, or other designee or, if there be no such
designee, to his estate.
b) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA
WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS
THEREUNDER. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS
AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT SHALL
BE BROUGHT IN ANY STATE COURT OR UNITED STATES FEDERAL COURT
SITTING IN DUVAL COUNTY IN THE STATE OF FLORIDA, AS THE PARTY
BRINGING SUCH SUIT MAY ELECT IN ITS SOLE DISCRETION, AND EACH
PARTY HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE
JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUIT,
LEGAL ACTION OR PROCEEDING. EACH PARTY HERETO WAIVES PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES
THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED
MAIL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY
SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUCH
SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
c) Taxes. The Company may withhold from any payments made under
this Agreement all federal, state, city or other applicable
taxes as shall be required pursuant to any law, governmental
regulation or ruling.
d) Amendments. No provisions of this Agreement may be modified,
waived or discharged unless such modification, waiver or
discharge is approved by the Company or a person authorized
thereby and is agreed to in writing by Executive, and such
officer of the Company as may be specifically designated by
the Company. No waiver by any party hereto at any time of any
breach by any other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any
prior or subsequent time. No waiver of any provision of this
Agreement shall be implied from any course of dealing between
or among the parties hereto or from any failure by any party
hereto to assert its rights hereunder on any occasion or
series of occasions. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject
matter hereof have been made by either party which are not
set forth expressly in this Agreement.
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<PAGE> 7
e) Severability. In the event that any one or more of the
provisions of this Agreement shall be or become invalid,
illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.
f) Notices. Any notice or other communication required or
permitted to be delivered under this Agreement shall be (i)
in writing, (ii) delivered personally, by nationally
recognized overnight courier service or by certified or
registered mail, first-class postage prepaid and return
receipt requested, (iii) deemed to have been received on the
date of delivery, and (iv) addressed as follows (or to such
other address as the party entitled to notice shall hereafter
designate in accordance with the terms hereof):
A. if the Company, to it:
Mobile America Corporation
10475-110 Fortune Parkway
Jacksonville, Florida 32256
Attention: President
Telephone: (904) 363-6339
Fax: (904) 363-3856
with a copy to:
Foley & Lardner
200 North Laura Street
Jacksonville, FL 32202
Attention: Linda Y. Kelso
Telephone: (904) 359-2000
Fax: (904) 359-8700
B. if to Executive, to him at the address listed on the
signature page hereof with a copy to:
Holly J. McCorkle
13914 Mandarin Oaks Lane
Jacksonville, FL 32223
Telephone: (904) 880-7399
Fax: (904) 880-5118
g) Survival. Sections 7, 8, 9, 10, 11, 12 and 13, and if
Executive's employment terminates in a manner giving rise to
a payment under Section 6(f), Section 6(f) shall survive the
termination of this Agreement and the termination of the
employment of Executive
h) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
i) Headings. The section and other headings contained in this
Agreement are for the convenience of the parties only and are
not intended to be a part hereof or to affect the meaning or
interpretation hereof.
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<PAGE> 8
j) Assignment. This is a contract for personal services by
McCorkle and may not be assigned by McCorkle without the
Company's prior written consent except to a corporation or
other entity controlled by him which assumes his obligations
hereunder and provided McCorkle affirms that such assignment
does not release McCorkle's obligations hereunder. The
Company shall have the right to assign this Agreement in
connection with a sale of the Company's business or a
significant subsidiary thereof, which shall inure to the
benefit of the Company and its successors and assigns
k) Attorney's Fees. If any party to this Agreement breaches any
provision of this Agreement, then the breaching party shall
pay to the non-breaching party all of the non-breaching
party's costs and expenses incurred by that party in
enforcing this Agreement, including reasonable attorneys'
fees and expenses, whether or not suit be brought and whether
incurred before or at trial, on appeal or on remand
IN WITNESS WHEREOF, the Company has duly executed this Agreement by
their respective authorized representatives and Executive has hereunto set his
hand, in each case effective as of the date first above written.
MOBILE AMERICA CORPORATION,
a Florida corporation
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
Executive:
---------------------------------------------
THOMAS J. McCORKLE
Address:
1550 Parrish Place
Jacksonville, Florida 32205
Facsimile: (954) 749-6299
Telephone: (305) 632-8087
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<PAGE> 9
EXHIBIT A
CONSULTING AND NON-COMPETITION AGREEMENT
CONSULTING AND NON-COMPETITION AGREEMENT, dated this ____ day of June, 1999
(this "Agreement"), between MOBILE AMERICA CORPORATION, a Florida corporation
("Company") and THOMAS J. MCCORKLE ("McCorkle").
WITNESSETH:
WHEREAS, the Company is engaged, through its wholly owned subsidiaries, in the
underwriting and marketing of minimum requirement automobile insurance and
other insurance products and related businesses;
WHEREAS, this Agreement is to be effective as of the later of the date (the
"Commencement Date") McCorkle is no longer entitled to receive payments as an
employee under the Employment Agreement or the date he terminates his employee
positions with the Company and its subsidiaries;
WHEREAS, the Company desires to retain McCorkle as a consultant on the terms
and conditions set forth in this Agreement in order (i) to provide for a smooth
transition in management and (ii) to continue to give the Company the benefit
of the invaluable contacts, experience and expertise acquired by McCorkle over
his many years of service with the Company; and
WHEREAS, the Company desires to obtain, and McCorkle desires to provide,
assurances that McCorkle will (i) refrain from competing with the Company for a
specified period, (ii) not solicit agents, employees or customers of the
Company and (iii) not disclose confidential information concerning the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein and for other good and valuable consideration, the
Company and McCorkle hereby agree as follows:
1. Retention as Consultant. McCorkle shall be retained by the Company as
an independent contractor and consultant, and not as an employee,
during the period (the "Consulting Period") beginning on the
Commencement Date and ending on the first to occur of (i) the fifth
anniversary of the Commencement Date (the "Termination Date"); or (ii)
the last day of the month in which McCorkle's death occurs (the "Date
of Death").
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<PAGE> 10
2. Consulting Services. During the Consulting Period, McCorkle shall
personally provide the Company, at the request of the President or
interim President or the Board, consulting services consistent with
his present skills, training, job activities and stature with the
Company. The services required hereunder shall not require McCorkle to
maintain regular hours at Company offices, shall be rendered at places
and times reasonably acceptable to McCorkle, shall not require more
than 500 hours per year and shall not conflict with other
entrepreneurial or business activities of interest to McCorkle which
are not in violation of this Agreement. McCorkle will be asked to
provide consulting advice to the Company on matters as to which his
knowledge of and experience with the Company and its business make him
uniquely qualified to render such advice. McCorkle shall perform such
services as an independent contractor and consultant and not as an
employee and shall not have authority to bind the Company for any
purpose.
3. Compensation.
a) During the Consulting Period, in exchange for the consulting
services provided by McCorkle hereunder, provided that
McCorkle is not in breach of the covenants set forth in
Sections 5, 6, 7, and 8 of this Agreement, the Company will
pay McCorkle a consulting fee of $50,000 per year, payable in
equal monthly installments in arrears.
b) Upon expiration of the Consulting Period (i.e. the Consulting
Period ends for reasons other than McCorkle's death), after
the end of the Consulting Period and during the remainder of
the Restrictive Period (as hereinafter defined), the Company
will pay McCorkle $50,000 per year during the remainder of
the Restrictive Period, payable in arrears in equal monthly
installments, in exchange for McCorkle's compliance with the
covenants described in Sections 5, 6, 7, and 8 of this
Agreement.
c) During the Consulting Period, McCorkle shall be entitled to
reimbursement for reasonable travel and other out-of-pocket
expenses incurred by him in the performance of his consulting
services hereunder, consistent with the Company's policies
for the reimbursement of business expenses.
d) No payments shall be due and payable under this Section 3 in
the event that and for so long as McCorkle is in breach of
Section 5, 6, 7, or 8 of this Agreement, after receipt of a
written notice thereof and a failure to cure within 10 days
of such notice.
4. Benefits.
b) Director Benefits. During McCorkle's tenure as a director,
the Company will provide McCorkle with the life insurance and
medical insurance and other fringe benefits as may be
provided from time to time to the Company's outside directors
for so long as the Company provides such benefits to its
outside directors, but McCorkle shall not be entitled to
receive directors' fees, Board or committee meeting fees or
other compensation paid to or awarded to outside directors.
c) Employee Benefits. Effective on the Commencement Date,
McCorkle shall no longer be eligible to participate in the
Company's money purchase pension plan or any other benefit
plans and programs provided by the Company to its employees.
d) Health and Life Insurance at McCorkle's Cost. If McCorkle
ceases to be a director of the Company, or if the Company
ceases to provide its directors with group health insurance,
then the Company will include McCorkle in its group health
insurance plan until he is eligible for Medicare, provided
that (A) the Company plan then in effect permits McCorkle as
a retired employee to be included in such plan and (B)
McCorkle reimburses the Company for the cost of so including
McCorkle in the Company's group plan.
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<PAGE> 11
5. Covenant Not to Compete.
a) Restriction. In consideration for the payments and benefits
to be provided to McCorkle under Section 3(b), and to the
fullest extent permitted under applicable law, McCorkle shall
not, directly or indirectly engage in, participate in,
represent in any way or be connected with, as an officer,
director, partner, owner, employee, agent, independent
contractor, consultant, proprietor or stockholder (except for
the ownership of a less than 5% stock interest in a publicly
traded corporation) or otherwise, any business or activity,
in any state in which the Company is then doing business,
which competes with the Business of the Company (as
hereinafter defined).
b) Restrictive Period. The provisions of Section 5 shall be in
effect for a period beginning on the Commencement Date and
continuing until the earlier of (i) the tenth anniversary of
the Commencement Date or (ii) the Date of Death (the
"Restrictive Period").
c) Business of the Company. For purposes of this Agreement, the
"Business of the Company" shall mean any business line or
activity that is engaged in by the Company or any of its
subsidiaries, or any assignee or successor of the Company on
the Commencement Date.
6. Non-Solicitation of Agents, Employees and Representatives. In
consideration for the payments and benefits to be provided to McCorkle
under Section 3(b), during the Restrictive Period, McCorkle shall not,
directly or indirectly, for his own account or the account of any
other person or entity with which he shall become associated in any
capacity or in which he shall have any ownership interest, (a) without
the prior written consent of the Company, solicit for employment or
employ or engage as an agent or representative any person who, at any
time during the preceding 12 months, is or was employed by or
otherwise engaged, as an employee, agent or representative of the
Company to perform services for the Company or any of its affiliates,
regardless of whether such employment or engagement is direct or
through an entity with which such person is employed or associated, or
(b) otherwise intentionally interfere with the relationship of the
Company or any of its affiliates with any person or entity who or
which is at the time employed by or otherwise engaged to perform
services for the Company or any such affiliate, or (c) induce any
employee, agent or representative of the Company or any of its
affiliates to engage in any activity which McCorkle is prohibited from
engaging in under Sections 5,6, 7 and 8 hereof or to terminate his or
her employment or engagement with the Company or such affiliate.
7. Nonsolicitation of Customers. In consideration for the payments and
benefits to be provided to McCorkle under Section 3(b), during the
Restrictive Period, McCorkle shall not undertake any business with or
solicit the business of any person, firm or company who shall have
been a customer of the Company and with whom any executive of Company
or his subordinates has dealt with during the then immediately
preceding twelve (12) months which might affect the Company's business
relationship with such customer (if the Company reasonably determines
that such activities will not adversely affect its business
relationship with its customer and such activities do not otherwise
violate the covenants not to compete contained herein, the Company
shall provide McCorkle its written consent to such activities). During
the Restrictive Period, McCorkle shall not cause or attempt to cause
any customer to cease being a customer of the Company, or to change
its relationship with the Company in a manner which would adversely
affect the Company's business. For purposes hereof, "customer"
includes any contractor, supplier, licensee or other person with a
business relationship with the Company.
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<PAGE> 12
8. Unauthorized Disclosure. During and after the Restrictive Period,
without the written consent of the Company, (i) McCorkle shall not
disclose to any person (other than an employee or director of the
Company or its affiliates, or a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance
by McCorkle of his duties under this Agreement or as a director of the
Company) or use to compete with the Company or any of its affiliates
any confidential or proprietary information, knowledge or data that is
not theretofore publicly known and in the public domain obtained by
him while in the employ of the Company or while acting as a consultant
hereunder with respect to the Company or any of its affiliates or with
respect to any products, improvements, customers, methods of
distribution, sales, prices, profits, costs, contracts (including,
without limitation the terms and provisions of this Agreement),
suppliers, business prospects, business methods, techniques, research,
trade secrets or know-how of the Company or any of its affiliates
(collectively, "Proprietary Information"), and (ii) McCorkle shall use
reasonable best efforts to keep confidential any such Proprietary
Information and to refrain from making any such disclosure, in each
case except as may be required by law or as may be required in
connection with any judicial or administrative proceedings or inquiry.
9. Injunctive Relief with Respect to Covenants. McCorkle acknowledges and
agrees that the covenants and obligations of McCorkle with respect to
non-competition, non-solicitation, confidentiality and non-disclosure
with respect to the Company and its affiliates relate to special,
unique and extraordinary matters and that, notwithstanding any other
provision of this Agreement to the contrary, a violation of any of the
terms of such covenants and obligations will cause the Company and its
affiliates irreparable injury for which adequate remedies are not
available at law. Therefore, McCorkle expressly agrees that the
Company and its affiliates (which shall be express third-party
beneficiaries of such covenants and obligations) shall be entitled to
an injunction (whether temporary or permanent), restraining order or
such other equitable relief (including the requirement to post bond)
as a court of competent jurisdiction may deem necessary or appropriate
to restrain McCorkle from committing any violation of the covenants
and obligations contained in Sections 5, 6, 7, and 8 hereof. These
injunctive remedies are cumulative and in addition to any other rights
and remedies the Company and its affiliates may have at law or in
equity.
10. Entire Agreement. Except as otherwise expressly provided herein, this
Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof, and all promises,
representations, understandings, arrangements and prior agreements
relating to such subject matter (including those made to or with
McCorkle by any other person or entity) are merged herein and
superseded hereby and thereby.
11. Legal Expenses. The Company shall reimburse McCorkle for the
reasonable attorneys' fees and expenses incurred by him in connection
with the negotiation and execution of this Agreement and the other
agreements being executed by McCorkle contemporaneously herewith.
12. Miscellaneous.
a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA
WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS
THEREUNDER. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS
AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT SHALL
BE BROUGHT IN ANY STATE COURT OR UNITED STATES FEDERAL COURT
SITTING IN DUVAL COUNTY IN THE STATE OF FLORIDA, AS THE PARTY
BRINGING SUCH SUIT MAY ELECT IN ITS SOLE DISCRETION, AND EACH
PARTY HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE
JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUIT,
LEGAL ACTION OR PROCEEDING. EACH PARTY HERETO WAIVES PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES
THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED
MAIL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN
-19-
<PAGE> 13
ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY
SUCH SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
b) Taxes. McCorkle recognizes that the payments provided under
this Agreement including without limitation those provided
pursuant to Section 3 may result in taxable income to him
which the Company and its affiliates will report to their
appropriate taxing authorities. McCorkle agrees to pay all
necessary and appropriate income and self-employment taxes on
such income.
c) Attorney's Fees. If any party to this Agreement breaches any
provision of this Agreement, then the breaching party shall
pay to the non-breaching party all of the non-breaching
party's costs and expenses incurred by that party in
enforcing this Agreement, including reasonable attorneys'
fees and expenses, whether or not suit be brought and whether
incurred before or at trial, on appeal or on remand.
d) Amendments. No provisions of this Agreement may be modified,
waived or discharged unless such modification, waiver or
discharge is approved by the Company or a person authorized
thereby and is agreed to in writing by McCorkle, and such
officer of the Company as may be specifically designated by
the Company. No waiver by any party hereto at any time of any
breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any
prior or subsequent time. No waiver of any provision of this
Agreement shall be implied from any course of dealing between
or among the parties hereto or from any failure by any party
hereto to assert its rights hereunder on any occasion or
series of occasions. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject
matter hereof have been made by either party which are not
set forth expressly in this Agreement.
e) Severability. In the event that any one or more of the
provisions of this Agreement shall be or become invalid,
illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions
contained herein shall not be affected thereby. Should any
restrictive covenant in Sections 5, 6, 7 or 8 of this
Agreement be determined by a court of law or equity to be
unreasonable or unenforceable, McCorkle agrees that to the
extent it is valid and enforceable, McCorkle shall be bound
by the same, the intention of the parties being that the
Company be given the broadest protection allowed by law or
equity with respect to such provision.
f) Notices. Any notice or other communication required or
permitted to be delivered under this Agreement shall be (i)
in writing, (ii) delivered personally, by nationally
recognized overnight courier service or by certified or
registered mail, first-class postage prepaid and return
receipt requested, (iii) deemed to have been received on the
date of delivery, and (iv) addressed as follows (or to such
other address as the party entitled to notice shall hereafter
designate in accordance with the terms hereof):
if to Company, to:
Mobile America Corporation
10475 Fortune Parkway, Suite 110
Jacksonville, Florida 32256
Attention: President
Telephone: (904) 363-6339
Fax: (904) 363-3856
with a copy to:
Foley & Lardner
200 North Laura Street
Jacksonville, FL 32202
Attention: Linda Y. Kelso, Esq.
Telephone: (904) 359-2000
Fax: (904) 359-8700
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<PAGE> 14
if to McCorkle, to:
Thomas J. McCorkle
1550 Parrish Place
Jacksonville, Florida 32205
Telephone: (305) 632-8087
Fax: (954) 749-6299
with a copy to:
Holly J. McCorkle
13914 Mandarin Oaks Lane
Jacksonville, FL 32223
Telephone: (904) 880-7399
Fax: (904) 880-5118
g) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
h) Headings. The section and other headings contained in this
Agreement are for the convenience of the parties only and are
not intended to be a part hereof or to affect the meaning or
interpretation hereof.
i) Assignment. This is a contract for personal services by
McCorkle and may not be assigned by McCorkle without the
Company's prior written consent except to a corporation or
other entity controlled by him which assumes his obligations
hereunder and provided McCorkle affirms that such assignment
does not release McCorkle's obligations hereunder. The
Company shall have the right to assign this Agreement in
connection with a sale of the Company's business or a
significant subsidiary thereof, which shall inure to the
benefit of the Company and its successors and assigns.
IN WITNESS WHEREOF, the Company has duly executed this Agreement by its
authorized representative and McCorkle has hereunto set his hand, in each case
effective as of the date first above written.
MOBILE AMERICA CORPORATION
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
---------------------------------------------
THOMAS J. MCCORKLE
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<PAGE> 1
EXHIBIT 10(g)
MOBILE AMERICA CORPORATION
INCENTIVE PLAN
(AS AMENDED JULY 1999)
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<PAGE> 2
MOBILE AMERICA CORPORATION
INCENTIVE PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Article I Purpose........................................................................................25
1.1 The purpose of the Mobile America Corporation Incentive Plan ("Plan") is to assist Mobile
America Corporation (the "Company"), together with any successor thereto, and its Affiliates
in attracting and retaining highly competent individuals to serve as Key Employees and as
Non-Employee Directors who will contribute to the Company's success, and in motivating such
persons to achieve long-term objectives which will inure to the benefit of all shareholders
of the Company................................................................................25
Article II Definitions....................................................................................25
2.1 AFFILIATE......................................................................................25
2.2 AWARD..........................................................................................25
2.3 AWARD AGREEMENT................................................................................25
2.4 CODE...........................................................................................25
2.5 COMMITTEE......................................................................................25
2.6 DIRECTOR GRANT COMMITTEE.......................................................................25
2.7 EXCHANGE ACT...................................................................................25
2.8 FAIR MARKET VALUE..............................................................................25
2.9 INCENTIVE STOCK OPTION.........................................................................25
2.10 KEY EMPLOYEE...................................................................................26
2.11 NON-EMPLOYEE DIRECTOR..........................................................................26
2.12 NON-QUALIFIED STOCK OPTION.....................................................................26
2.13 OPTION.........................................................................................26
2.14 PARTICIPANT....................................................................................26
2.15 PERFORMANCE AWARD..............................................................................26
2.16 PLAN...........................................................................................26
2.17 RESTRICTED STOCK...............................................................................26
2.18 RULE 16B-3.....................................................................................26
2.19 SHARES.........................................................................................26
2.20 STOCK APPRECIATION RIGHTS......................................................................26
Article III Administration.................................................................................27
3.1 COMMITTEE......................................................................................27
3.2 DIRECTOR GRANT COMMITTEE.......................................................................27
Article IV Shares.........................................................................................28
4.1 NUMBER OF SHARES AVAILABLE.....................................................................28
4.2 SHARES SUBJECT TO TERMINATED AWARDS............................................................28
4.3 ADJUSTMENTS....................................................................................28
Article V Stock Options and Stock Appreciation Rights....................................................28
5.1 GRANT OF OPTION................................................................................29
5.2 STOCK APPRECIATION RIGHTS......................................................................29
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C>
5.3 COMPLIANCE WITH CODE SECTION 162(M)............................................................29
Article VI Other Share-Based Awards.......................................................................30
6.1 GRANT OF OTHER AWARDS..........................................................................30
Article VII Terms Applicable to All Awards Granted Under the Plan..........................................30
7.1 AWARD AGREEMENT................................................................................30
7.2 AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER; NO LIMITATIONS ON OTHER AWARDS...................30
7.3 LIMITATIONS ON TRANSFER OF AWARDS..............................................................30
7.4 TAXES..........................................................................................30
7.5 RIGHTS AND STATUS OF RECIPIENTS................................................................31
7.6 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES.....................................................31
7.7 SHARE CERTIFICATES; REPRESENTATION BY PARTICIPANTS; REGISTRATION REQUIREMENTS..................31
Article VIII Amendment and Termination...........................................................................31
8.1 AMENDMENT......................................................................................32
8.2 TERMINATION....................................................................................32
Article IX General Provisions.............................................................................33
9.1 EFFECTIVE DATE OF THE PLAN.....................................................................33
9.2 UNFUNDED STATUS OF PLAN........................................................................33
9.3 MISCELLANEOUS..................................................................................33
</TABLE>
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<PAGE> 4
MOBILE AMERICA CORPORATION
INCENTIVE PLAN
ARTICLE I PURPOSE
1.1 The purpose of the Mobile America Corporation Incentive Plan
("Plan") is to assist Mobile America Corporation (the
"Company"), together with any successor thereto, and its
Affiliates in attracting and retaining highly competent
individuals to serve as Key Employees and as Non-Employee
Directors who will contribute to the Company's success, and
in motivating such persons to achieve long-term objectives
which will inure to the benefit of all shareholders of the
Company.
ARTICLE II DEFINITIONS
2.1 AFFILIATE means any entity with respect to which the Company
owns or controls, directly or indirectly, shares (or other
ownership interests) having 50 percent or more of the voting
power.
2.2 AWARD means any award made under the Plan.
2.3 AWARD AGREEMENT means a written agreement or other document
specifically setting forth the terms and conditions of an
Award.
2.4 CODE means the Internal Revenue Code of 1986, as amended from
time to time.
2.5 COMMITTEE means a committee of the Board of Directors of the
Company designated by such Board to administer the Plan as to
Key Employee Participants, which committee (i) shall be
composed of not less than two Non-Employee Directors who
shall also qualify as outside directors, as defined in
Section 162(m) of the Code, so long as the Company shall be
subject to such provision, and (ii) shall be operated so as
to permit grants of Awards to Key Employees who are subject
to Section 16 of the Exchange Act to qualify as exempt
transactions under Rule 16b-3.
2.6 DIRECTOR GRANT COMMITTEE means a committee of the Board of
Directors of the Company designated by such Board to
administer the Plan as to Non-Employee Director Participants,
which committee (i) shall be composed of not less than two
members of the Board of Directors of the Company who also are
employees of the Company or of any Affiliate and (ii) so long
as the Company shall have a class of securities registered
under Section 12 of the Exchange Act, shall be operated so as
to permit grants of Awards to Non-Employee Directors to
qualify as exempt transactions under Rule 16b-3.
2.7 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
2.8 FAIR MARKET VALUE means, with respect to any property
(including, without limitation, any Shares or other
securities), the fair market value of such property
determined by such methods as shall be established from time
to time by the Committee.
2.9 INCENTIVE STOCK OPTION means an Option designated as an
incentive stock option as defined in Code Section 422.
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<PAGE> 5
2.10 KEY EMPLOYEE means any officer or other key employee of the
Company or of any Affiliate who is in a position to make a
significant contribution to the management, growth, or
profitability of the business of the Company or any
Affiliate, as determined by the Committee.
2.11 NON-EMPLOYEE DIRECTOR means a member of the Board of
Directors of the Company who is not an employee of the
Company or any Affiliate.
2.12 NON-QUALIFIED STOCK OPTION means an Option that is not an
Incentive Stock Option as defined in Code Section 422.
2.13 OPTION means any option to purchase Shares granted pursuant
to the Plan.
2.14 PARTICIPANT shall mean any Key Employee (referred to as a Key
Employee Participant) or any Non-Employee Director (referred
to as a Non-Employee Director Participant) receiving an
Award.
2.15 PERFORMANCE AWARD means the right to receive a payment
(measured by (i) the Fair Market Value of a specified number
of Shares at the end of the Award period or (ii) the increase
in the Fair Market Value of a specified number of Shares
during the Award period or (iii) a fixed cash amount payable
at the end of the Award period) contingent upon the extent to
which certain predetermined performance targets have been met
during an Award period.
2.16 PLAN means the Mobile America Corporation Incentive Plan as
set forth herein, and as the same may be amended from time to
time.
2.17 RESTRICTED STOCK means Shares subject to such terms and
conditions relating to forfeitability (whether based on
performance standards, periods of service or otherwise) and
relating to restrictions (including, without limitation,
transfer restrictions), which restrictions may lapse
separately or in combination at such times, in such
installments or otherwise, as the Committee may deem
appropriate with respect to Key Employee Participants and as
the Director Grant Committee may deem appropriate with
respect to Non-Employee Director Participants.
2.18 RULE 16B-3 means Rule 16b-3 as promulgated by the Securities
and Exchange Commission under Section 16 of the Exchange Act,
as the same may be amended from time to time, and any
successor rule.
2.19 SHARES mean the shares of common stock of the Company, $0.025
par value, and such other securities or property as may
become subject to Awards pursuant to an adjustment made under
Section 4.3 of the Plan.
2.20 STOCK APPRECIATION RIGHTS mean Awards granted in accordance
with Article V.
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ARTICLE III ADMINISTRATION
3.1 COMMITTEE. The Plan shall be administered as to Key Employee
Participants by the Committee. Subject to the terms of the
Plan and applicable law, the Committee shall have full power
and sole authority to: (i) designate Key Employees to be
Participants; (ii) determine the type, amount, duration, and
other terms and conditions of Awards to be granted to each
Key Employee Participant (including whether, to what extent,
and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards, or
other property and whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards,
other property, and other amounts payable with respect to an
Award shall be deferred either automatically or at the
election of the holder thereof or of the Committee); (iii)
interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan with
respect to any Key Employee Participant; (iv) waive any
conditions or other restrictions with respect to, amend,
alter, suspend, discontinue, or terminate any Award granted
to a Key Employee Participant, prospectively or
retroactively, but no such action shall impair the rights of
any Key Employee Participant without his or her consent
except as provided in Section 4.3, and correct any defect,
supply any omission, or reconcile any inconsistency in any
Award or Award Agreement granted to a Key Employee
Participant in the manner and to the extent it shall deem
desirable to carry the Plan into effect; (v) establish,
amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the
proper administration of the Plan with respect to Key
Employee Participants; and (vi) make any other determination
and take any other action that the Committee deems necessary
or desirable for the administration of the Plan with respect
to Key Employee Participants. Unless otherwise expressly
provided in the Plan, all determinations, interpretations,
and other decisions under or with respect to the Plan or any
Award to a Key Employee Participant shall be within the sole
discretion of the Committee, may be made at any time, and
shall be final, conclusive, and binding upon all persons. The
Committee may delegate its duties to the chief executive
officer and to other senior officers of the Company pursuant
to such conditions as the Committee may establish, except
that only the Committee may select and grant Awards to Key
Employee Participants who are subject to Section 16 of the
Exchange Act.
3.2 DIRECTOR GRANT COMMITTEE. The Plan shall be administered as
to Non-Employee Director Participants by the Director Grant
Committee. Subject to the terms of the Plan and applicable
law, the Director Grant Committee shall have full power and
sole authority to: (i) designate Non-Employee Directors to be
Participants; (ii) make decisions concerning the timing,
pricing, and amount of all grants of Awards to Non-Employee
Director Participants; and (iii) otherwise take any actions
under the Plan with respect to Non-Employee Directors which
the Committee is authorized to take under the Plan with
respect to Key Employees.
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ARTICLE IV SHARES
4.1 NUMBER OF SHARES AVAILABLE. Subject to Section 4.3, the
maximum number of Shares which may be issued under the Plan
and as to which Awards may be granted is 1,045,000 Shares.
4.2 SHARES SUBJECT TO TERMINATED AWARDS. The (i) Shares covered
by any unexercised portions of terminated Options, (ii)
Shares forfeited as provided under the Plan, and (iii) Shares
subject to any Awards which are otherwise surrendered by the
Participant and as to which Shares no Participant has
received any payment or other benefit of ownership with
respect thereto, may again be subject to new Awards. In the
event the purchase price of an Option is paid in whole or in
part through the delivery of Shares, the gross number of
Shares issuable in connection with the exercise of the Option
shall not again be available for the grant of Awards under
the Plan. Shares used to measure the amount payable to a
Participant in respect of an earned Performance Award and
Shares issued in payment of Performance Awards which are
denominated in cash amounts shall not again be available for
the grant of Awards under the Plan.
4.3 ADJUSTMENTS. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form
of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of securities of the
Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee may,
in such manner as it may deem equitable, adjust as to Key
Employee Participants any or all of (i) the number and type
of Shares subject to the Plan and which thereafter may be
made the subject of Awards, including Incentive Stock Options
and Stock Appreciation Rights, (ii) the number and type of
Shares subject to outstanding Awards, and (iii) the grant,
purchase, or exercise price with respect to any Award, or, if
deemed appropriate, make provisions for a cash payment to the
holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options
no such adjustment shall be authorized to the extent that
such authority would cause the Plan to violate Section
422(b)(1) of the Code or any successor provision thereto. The
foregoing authority shall be exercised as to Non-Employee
Director Participants by the Director Grant Committee. In
addition, in the event the Company or any Affiliate shall
assume outstanding employee or director awards or the right
or obligation to make future awards in connection with the
acquisition of another business or another corporation or
business entity, the Committee, or the Director Grant
Committee in the case of Awards held by Non-Employee
Directors, may make such adjustments, not inconsistent with
the terms of the Plan, in the terms of Awards granted to
Participants as it shall deem appropriate in order to achieve
reasonable comparability or other equitable relationship
between the assumed awards and the Awards granted to
Participants.
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ARTICLE V STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
5.1 GRANT OF OPTION. The Committee is hereby authorized to grant
Options to Key Employee Participants with such terms and
conditions, in either case not inconsistent with the
provisions of the Plan, as the Committee shall determine. The
Director Grant Committee is hereby authorized to grant
Options to Non-Employee Director Participants with such terms
and conditions, in either case not inconsistent with the
provisions of the Plan, as the Director Grant Committee shall
determine.
(A) EXERCISE PRICE. The exercise price per Share
purchasable under an Option shall be determined at
the time of grant and shall be not less than 100% of
the Fair Market Value of the Share on the date of
grant of such Option.
(B) EXERCISABILITY AND METHOD OF EXERCISE. An Option
Award may contain such performance targets and
waiting periods, and shall become exercisable in
such manner and within such period or periods and in
such installments or otherwise, as shall be
determined at the time of grant. The Committee, or
the Director Grant Committee in the case of Awards
to Non-Employee Director Participants, shall also
determine the method by which, and the form
(including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any
combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise
price), in which payment of the Option exercise
price may be made (including payment in accordance
with a cashless exercise program under which, if so
instructed by the Participant, Shares may be issued
directly to the Participant's broker or dealer upon
receipt of the purchase price in cash from the
broker or dealer).
(C) INCENTIVE STOCK OPTIONS. The terms of any Incentive
Stock Option granted under the Plan shall comply in
all respects with the provisions of Code Section
422, or any successor provision thereto, and any
regulations promulgated thereunder.
5.2 STOCK APPRECIATION RIGHTS. The Committee is hereby authorized
to grant Stock Appreciation Rights to Key Employee
Participants, and the Director Grant Committee is hereby
authorized to grant Stock Appreciation Rights to Non-Employee
Directors in such amounts and having such grant price, term,
methods of exercise, methods of settlement (including whether
Stock Appreciation Rights will be settled in cash, Shares,
other securities, other Awards, or other property, or any
combination thereof), and any other terms and conditions as
it shall determine, including, without limitation,
restrictions on the time of exercise of the Stock
Appreciation Right to specified periods as may be necessary
to satisfy the requirements of Rule 16b-3.
5.3 COMPLIANCE WITH CODE SECTION 162(M). Notwithstanding any
other provision of the Plan, the maximum number of Options
and Stock Appreciation Rights, in the aggregate, which may be
awarded during any calendar year to any individual Key
Employee Participant under the Plan is 25,000 Shares and/or
Stock Appreciation Rights, provided, however, that the
Committee may make a one-time grant of Options to purchase up
to 75,000 Shares for recruitment purposes to a new Key
Employee Participant. The Committee at any time may in its
sole discretion limit the number of Options that can be
exercised in any taxable year of the Company, to the extent
necessary to prevent
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<PAGE> 9
the application of Section 162(m) of the Code (or any similar
or successor provision), provided that the Committee may not
postpone the earliest date on which Options can be exercised
beyond the last day of the stated term of such Options.
ARTICLE VI OTHER SHARE-BASED AWARDS
6.1 GRANT OF OTHER AWARDS. Other Awards, valued in whole or in
part by reference to, or otherwise based on, Shares,
including but not limited to Performance Awards and
Restricted Stock, may be granted either alone or in addition
to or in conjunction with other Awards in such amounts and
having such terms and conditions as the Committee may
determine with respect to Key Employee Participants and as
the Director Grant Committee may determine with respect to
Non-Employee Director Participants.
ARTICLE VII TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN
7.1 AWARD AGREEMENT. No person shall have any rights under any
Award granted under the Plan unless and until the Company and
the Participant to whom such Award shall have been granted
shall have executed and delivered an Award Agreement or
received any other Award acknowledgment authorized by the
Committee or the Director Grant Committee expressly granting
the Award to such person and containing provisions setting
forth the terms of the Award. If there is any conflict
between the provisions of an Award Agreement and the terms of
the Plan, the terms of the Plan shall control.
7.2 AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER; NO LIMITATIONS
ON OTHER AWARDS. Awards may be granted either alone or in
addition to, in tandem with, or in substitution for any other
Award or any award granted under any other plan of the
Company or any Affiliate, and the terms and conditions of an
Award need not be the same with respect to each Participant.
7.3 LIMITATIONS ON TRANSFER OF AWARDS. The rights and interest of
a Participant under the Plan may not be assigned, alienated,
sold, or transferred other than by will or the laws of
descent and distribution; provided, however, that a Key
Employee Participant may at the discretion of the Committee,
and a Non-Employee Director Participant may at the discretion
of the Director Grant Committee, be entitled, to designate a
beneficiary or beneficiaries to exercise his or her rights,
and to receive any property distributable, with respect to
any Award upon the death of the Key Employee Participant or
the Non-Employee Director Participant, as the case may be.
During the lifetime of a Participant, only the Participant
personally, or if permissible under applicable law, such
individual's guardian or legal representative, may exercise
rights under the Plan. No Award, and no right under any such
Award, may be pledged, alienated, attached, or otherwise
encumbered, and any purported pledge, alienation, attachment,
or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
7.4 TAXES. The Company shall be entitled, if the Committee (or
the Director Grant Committee in the case of an Award granted
to a Non-Employee Director) deems it necessary or desirable,
to withhold (or secure payment from the Participant in lieu
of withholding) the amount of any withholding or other tax
required by law to be withheld or paid by
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the Company in connection with such Participant's Award, and
the Company may defer payment or issuance of the cash or
Shares upon the grant, exercise or vesting of an Award unless
indemnified to its satisfaction against any liability for any
such tax. The Committee, or the Director Grant Committee in
the case of an Award granted to a Non-Employee Director, may
prescribe in each Award Agreement one or more methods by
which the Participant will be permitted to satisfy his or her
tax withholding obligation, which methods may include,
without limitation, the payment of cash by the Participant to
the Company and the withholding from the Award, at the
appropriate time, of a number of Shares sufficient, based
upon the Fair Market Value of such Shares, to satisfy such
tax withholding requirements.
7.5 RIGHTS AND STATUS OF RECIPIENTS. No Employee, Participant or
other person shall have any right to be granted an Award.
Neither the Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in
the employ of the Company or any Affiliate, and the grant of
an Award to a Non-Employee Director shall not confer any
right on such Non-Employee Director to continue as a director
of the Company.
7.6 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Income recognized
by a Participant pursuant to the Plan shall not be included
in the determination of benefits under any employee pension
benefit plan (as such term is defined in Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended)
or group insurance or other benefit plans applicable to the
Participant which are maintained by the Company or any
Affiliate, except as may be provided under the terms of such
plans or determined by resolution of the Board of Directors
of the Company.
7.7 SHARE CERTIFICATES; REPRESENTATION BY PARTICIPANTS;
REGISTRATION REQUIREMENTS. All certificates for Shares
delivered pursuant to any Award or the exercise thereof shall
be subject to such stop transfer orders and other
restrictions as the Committee, or the Director Grant
Committee in the case of an Award granted to a Non-Employee
Director, may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities
Exchange Commission, any stock exchange or other market upon
which such Shares are then listed or traded, and any
applicable federal or state securities laws, and legends may
be put on any such certificates to make appropriate reference
to such restrictions. The Committee may require each
Participant to represent to the Company in writing that such
Participant is acquiring the Shares without a view to the
distribution thereof. Each Award shall be subject to the
requirement that, if at any time (i) the listing,
registration or qualification of Shares relating to such
Award on any securities exchange or under any state or
federal securities laws, or (ii) the approval of any
regulatory body is necessary or desirable as a precondition
thereto, the Award or the issuance of Shares in connection
therewith may not be consummated unless such listing,
registration, qualification or approval shall have been
effected.
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ARTICLE VIII AMENDMENT AND TERMINATION
8.1 AMENDMENT. The Board of Directors of the Company may amend,
alter, suspend, discontinue, or terminate the Plan at any
time; provided, however, that no amendment, alteration,
suspension, discontinuation or termination of the Plan shall
in any manner (except as otherwise provided in this Article
VIII) adversely affect any Award, without the consent of the
Participant. It is intended that the Plan be administered in
compliance with Rule 16b-3 and Section 162(m) of the Code so
long as the Company shall have a class of equity securities
registered under Section 12 of the Exchange Act. If any
provision of the Plan would be in violation of Rule 16b-3 or
Section 162(m) of the Code if applied as written, such
provision shall not have effect as written and shall be given
effect so as to comply therewith. The Board of Directors of
the Company is authorized to amend the Plan and to make any
modifications to Award Agreements to comply with Rule 16b-3
and Section 162(m) of the Code, and to make any other
amendments or modifications deemed necessary or appropriate
to better accomplish the purposes of the Plan in light of any
amendments made to Rule 16b-3 and Section 162(m) of the Code.
8.2 TERMINATION. The Directors shall have the right and the power
to terminate the Plan at any time. No Award shall be granted
under the Plan after such termination, but such termination
shall not have any other effect, and any Award outstanding at
the time of such termination may be exercised after
termination at any time prior to the expiration date of such
Award to the same extent such Award would have been
exercisable had the Plan not terminated.
ARTICLE IX GENERAL PROVISIONS
9.1 EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of
the date of approval of the Plan by the shareholders of the
Company.
9.2 UNFUNDED STATUS OF PLAN. The Plan shall be unfunded and shall
not create (or be construed to create) a trust or a separate
fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any Participant or other
person. To the extent any person holds any right by virtue of
a grant under the Plan, such right shall be no greater than
the right of an unsecured general creditor of the Company.
9.3 MISCELLANEOUS. The Plan and all determinations made and
actions taken pursuant to the Plan shall be governed by the
laws of the state of Florida and applicable federal laws.
Section headings are used in the Plan for convenience only,
do not constitute a part of the Plan, and shall not be deemed
in any way to be relevant to the interpretation of the Plan
or any provision thereof. Whenever possible, each provision
in the Plan and every Award shall be interpreted in such
manner as to be effective and valid under applicable law, but
if any provision of the Plan or any Award shall be held to be
prohibited by or invalid under applicable law, then (a) such
provision shall be deemed amended to accomplish the
objectives of the provision as originally written to the
fullest extent permitted by law and (b) all other provisions
of the Plan and every other Award shall remain in full force
and effect.
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EXHIBIT 10(h)
MOBILE AMERICA CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of this ______ day of ___________, _____ between
MOBILE AMERICA CORPORATION, a Florida corporation (the "Company"), and
__________________________ ("Key Employee").
RECITALS
WHEREAS, the Company has adopted the Mobile America Corporation Incentive Plan
(the "Plan") which provides for the grant of stock options to certain key
executive employees of the Company;
WHEREAS, Key Employee is employed by the Company in a key executive capacity
and in such capacity is in a position to contribute materially to the continued
growth and development and the future financial success of the Company; and
WHEREAS, the Company wishes to grant an incentive stock option to purchase
shares of common stock of the Company to Key Employee on the terms and
conditions specified herein to provide a means for him to participate in the
future growth of the Company and to increase his incentive and personal
interest in the continued success and growth of the Company. Any capitalized
terms used herein but not defined herein shall have the respective meanings
given in the Plan.
NOW, THEREFORE, the parties agree as follows:
1 Stock Options.
a) Grant. Subject to the terms and conditions of the Agreement
and the Plan, the Company grants to Key Employee incentive
stock options (within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended) to purchase
________ shares of common stock, $0.025 par value per share,
of the Company.
b) Option Price. The option price per share shall be $______,
which is an amount not less than 100% of the fair market
value on the date of this Agreement (the "Grant Date").
c) Term. The term of the options shall be ten (10) years from
the Grant Date, after which period the option shall expire
and not be exercisable.
d) Vesting. Stock options shall vest as follows:
_____________________.
If Key Employee's employment with the Company or any subsidiary of the Company
is terminated for any reason (i.e. Key Employee is no longer an employee of the
Company or any subsidiary of the Company), all options held by Key Employee
which are not vested shall thereupon be automatically cancelled.
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<PAGE> 2
2. Exercise. Key Employee may, subject to the limitations of this
Agreement and the Plan, exercise all or any portion of the option by
providing written notice of exercise to the Chairman of the Board
specifying the number of Shares with respect to which the options are
being exercised accompanied by payment of the option price for such
Shares. The option price shall be paid in cash and/or Shares owned by
Key Employee, valued at their Fair Market Value on the date of
exercise, provided that such payment of the exercise price in Shares
shall not result in a charge against the Company's earnings under
generally accepted accounting principles as in effect on the date of
this Agreement.
3. Termination of Employment.
a) If the employment of Key Employee terminates by reason of
death or disability, Key Employee (or his personal
representative) may exercise the option or any portion
thereof which has vested pursuant to Section 1 hereof for a
period of one year after the date of such termination of
employment and not thereafter; provided, however, that no
option or portion thereof shall be exercisable after it has
expired pursuant to Section 1 hereof. For purposes of this
Agreement, the term "disability" shall mean a total and
permanent disability as determined by the Compensation
Committee in its sole discretion.
b) If the employment of the Key Employee terminates for any
reason other than death, disability or Cause, Key Employee
(or his personal representative) may exercise the option or
any portion thereof which has vested pursuant to Section 1
hereof for a period of 30 days after the date of such
termination of employment and not thereafter; provided,
however, that no option or portion thereof shall be
exercisable after it has expired pursuant to Section 1
hereof.
c) If the employment of the Key Employee terminates for Cause,
all options (whether vested or non-vested) shall immediately
be forfeited and become null and void. For purposes hereof,
"Cause" shall have the meaning provided in the Employment
Agreement of event date herewith between Key Employee and the
Company.
4. Change of Control. In the event of a Change of Control, any unvested
portion of the Option shall vest in full. "Change of Control" shall
have the meaning provided in the Agreement Regarding Severance and
Change in Control of even date herewith between Key Employee and the
Company.
5. Withholding. The Company shall deduct and withhold from any cash
payable to Key Employee such amount as may be required for the purpose
of satisfying the Company's obligation to withhold federal, state or
local taxes. Key Employee may elect to satisfy such withholding
obligation, in whole or in part, (a) by causing the Company to
withhold Shares otherwise issuable pursuant to the exercise of the
Option or (b) by delivering to the Company Shares already owned by the
Participant. The Shares so delivered or withheld shall be a whole
number, have a Fair Market Value equal to such withholding obligation
as of the date that the amount of tax to be withheld is to be
determined, shall be free of all adverse claims, and shall be duly
endorsed in blank by Key Employee or accompanied by stock powers duly
endorsed in blank. Key Employee shall notify the Company prior to any
disposition of Shares acquired pursuant to this option if such
disposition occurs before the expiration of the requisite holding
period requirements of Section 422 of the Internal Revenue Code of
1986, as amended, or any successor provision or code thereto.
6. Nonalienation. Key Employee shall have no rights to sell, assign,
transfer, pledge, assign or otherwise alienate, except by will or by
the laws of descent and distribution, the option under this Agreement,
and any such attempted sale, assignment, transfer, pledge or other
conveyance shall be null and void. The option shall be exercisable
during the Key Employee's lifetime only by the Key Employee (or his
legal representative).
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<PAGE> 3
7. Capital Adjustments Affecting Shares. In the event of a capital
adjustment resulting from a stock dividend (other than a stock
dividend in lieu of an ordinary cash dividend), stock split,
reorganization, recapitalization, merger, consolidation, spin-off,
split-up, combination or exchange of shares or the like, the number of
shares covered by the option and the option price shall be adjusted in
a manner consistent with such capital adjustment; provided, however,
that no such adjustment shall require the Company to grant any
fractional shares and the adjustment shall be limited accordingly. The
determination of the Committee as to any adjustment shall be final.
8. Limited Interest.
a) The grant of the option shall not be construed as giving Key
Employee any interest other than as provided in this
Agreement.
b) Key Employee shall have no voting rights nor any other
interests as a shareholder as a result of the grant of the
option, until the option is exercised, the option price is
paid, and the shares issued thereunder.
c) The grant of the option shall not confer on Key Employee any
right to continue in the employ of the Company nor interfere
in any way with the right of the Company to terminate the
employment of the Key Employee at any time.
d) The grant of the option shall not affect in any way the right
or power of the Company or its or their shareholders to make
or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the Company's capital
structure or its or their business, or any merger,
consolidation or business combination of the Company, or any
issuance or modification of any term, condition, or covenant
of any bond, debenture, debt, preferred or prior preference
stock ahead of or affecting the Shares or the rights of the
holders thereof, or dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its
assets or business or any other corporate act or proceeding,
whether of a similar character or otherwise.
9. Interpretation by the Board. As a condition of the granting of the
option, Key Employee agrees, for himself and his personal
representatives, that this Agreement shall be interpreted by the Board
and that any interpretation by the Board of the terms of this
Agreement shall be final.
10. Incorporation by Reference. The terms of the Plan to the extent not
stated herein are expressly incorporated herein by reference and in
the event of any conflict between this Agreement and the Plan, the
Plan shall govern.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
12. Amendment. This Agreement may not be amended, modified, terminated or
otherwise altered except by the written consent of the parties
thereto.
MOBILE AMERICA CORPORATION
By:
------------------------------------------
("Company")
---------------------------------------------
-------------------------
("Key Employee")
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<PAGE> 1
Exhibit 10(i)
PROMISSORY NOTE
$156,250.00 As of May 24, 1999
FOR VALUE RECEIVED, the undersigned, ARTHUR L. CAHOON ("Maker"), hereby
promises to pay to the order of MOBILE AMERICA CORPORATION ("Payee"), a Florida
corporation, at the office of the Payee at 10475-110 Fortune Parkway,
Jacksonville, Florida 32256, or such other place as the holder may designate in
writing, the sum of One Hundred Fifty-six Thousand Two Hundred Fifty and No/100
Dollars ($156,250.00) or such lesser amount as may be outstanding from time to
time. This Note will not bear interest so long as Maker performs "substantial
services" for Payee as contemplated by Internal Revenue Code Section and the
regulations promulgated or proposed thereunder (the "Regulations"). Thereafter,
if not prepaid, this Note shall bear interest at a rate equal to the lesser of
(i) the applicable federal rate on the date hereof or (ii) the applicable
federal rate on the date Maker no longer performs such "substantial services".
Such applicable federal rate shall be calculated as set forth in the
Regulations. Interest on this Note shall be computed on the basis of a 360-day
year and shall be due and payable on the last day of December of each year,
beginning on the last day of the first full calendar year in which Maker no
longer performs such substantial services, except as may be provided otherwise
below. Any such due and payable interest which is not paid on the last day of
any calendar year shall be added to the principal amount hereunder and shall
bear interest thereafter at the interest rate provided herein.
Nothing contained herein shall entitle the holder of this Note to
demand or collect interest or charges in the nature of interest in excess of
that permitted by law and if any such excess is collected, it shall be promptly
paid to the Maker together with interest thereon at the highest lawful rate in
effect at the time of such overcharge.
All obligations of Maker hereunder are secured by the Management Stock
Pledge Agreement encumbering shares of common stock of Mobile America
Corporation ("Shares") purchased by Maker (the "Stock Pledge"). The Shares have
been issued by Holder to Maker under the Mobile America Corporation Incentive
Plan.
The entire principal, together with all accrued but unpaid interest,
shall be due and payable on the earlier of (i) the fifth (5th) year anniversary
of the date of this Note or (ii) on the date on which there are no remaining
Shares subject to the Stock Pledge.
This Note may be prepaid in whole or in part without penalty at any
time. Any partial prepayment shall be applied first against accrued but unpaid
interest, and then against outstanding principal.
After maturity, whether normal maturity or upon acceleration, the
unpaid principal balance of this Note and, to the extent permitted by law, any
accrued but unpaid interest thereon, shall accrue interest until paid in full at
the lesser of five percent (5%) per annum in excess of the stated rate or the
highest rate permitted by law.
The obligations of Maker hereunder are recourse as to Maker except to
the extent provided in the Management Stock Pledge Agreement.
36
<PAGE> 1
Exhibit 10(j)
PROMISSORY NOTE
$275,000.00 As of July 20, 1999
FOR VALUE RECEIVED, the undersigned, ARTHUR L. CAHOON ("Maker"), hereby
promises to pay to the order of MOBILE AMERICA CORPORATION ("Payee"), a Florida
corporation, at the office of the Payee at 10475-110 Fortune Parkway,
Jacksonville, Florida 32256, or such other place as the holder may designate in
writing, the sum of Two Hundred Seventy-five Thousand and No/100 Dollars
($275,000.00) or such lesser amount as may be outstanding from time to time.
This Note will not bear interest so long as Maker performs "substantial
services" for Payee as contemplated by Internal Revenue Code Section and the
regulations promulgated or proposed thereunder (the "Regulations"). Thereafter,
if not prepaid, this Note shall bear interest at a rate equal to the lesser of
(i) the applicable federal rate on the date hereof or (ii) the applicable
federal rate on the date Maker no longer performs such "substantial services".
Such applicable federal rate shall be calculated as set forth in the
Regulations. Interest on this Note shall be computed on the basis of a 360-day
year and shall be due and payable on the last day of December of each year,
beginning on the last day of the first full calendar year in which Maker no
longer performs such substantial services, except as may be provided otherwise
below. Any such due and payable interest which is not paid on the last day of
any calendar year shall be added to the principal amount hereunder and shall
bear interest thereafter at the interest rate provided herein.
Nothing contained herein shall entitle the holder of this Note to
demand or collect interest or charges in the nature of interest in excess of
that permitted by law and if any such excess is collected, it shall be promptly
paid to the Maker together with interest thereon at the highest lawful rate in
effect at the time of such overcharge.
All obligations of Maker hereunder are secured by the Management Stock
Pledge Agreement encumbering shares of common stock of Mobile America
Corporation ("Shares") purchased by Maker (the "Stock Pledge"). The Shares have
been issued by Holder to Maker under the Mobile America Corporation Incentive
Plan.
The entire principal, together with all accrued but unpaid interest,
shall be due and payable on the earlier of (i) the fifth (5th) year anniversary
of the date of this Note or (ii) on the date on which there are no remaining
Shares subject to the Stock Pledge.
This Note may be prepaid in whole or in part without penalty at any
time. Any partial prepayment shall be applied first against accrued but unpaid
interest, and then against outstanding principal. After maturity, whether normal
maturity or upon acceleration, the unpaid principal balance of this Note and, to
the extent permitted by law, any accrued but unpaid interest thereon, shall
accrue interest until paid in full at the lesser of five percent (5%) per annum
in excess of the stated rate or the highest rate permitted by law.
The obligations of Maker hereunder are recourse as to Maker except to
the extent provided in the Management Stock Pledge Agreement.
If default be made in the payment of any amounts required to be paid
under this Note for more than fifteen (15) days after notice of default or if
there exists any event of default under the Stock Pledge, then the holder hereof
may, at its option, declare the entire principal balance and accrued interest to
be immediately due and payable without notice, time being of the essence.
38
<PAGE> 2
The Maker and all endorsers and guarantors of this Note, now or
hereafter becoming liable hereon, waive demand, presentment, protest and notice
of protest and dishonor and all other notices or requirements which might
otherwise be necessary to bind them.
If the Maker defaults under this Note, it shall be obligated to pay all
costs, including reasonable attorneys' fees, incurred by the holder in pursuing
its remedies hereunder and under any instrument securing this Note, including
costs and fees on appeal and in insolvency proceedings.
This Note shall be governed by the laws of Florida.
/s/ Arthur L. Cahoon
--------------------------------------
ARTHUR L. CAHOON
39
<PAGE> 1
Exhibit 10(k)
MANAGEMENT STOCK PLEDGE AGREEMENT
Date: As of May 24, 1999
ARTHUR L. CAHOON (the "Debtor") and MOBILE AMERICA CORPORATION, a Florida
corporation (the "Secured Party"), agree as follows:
1. SECURITY INTEREST. In consideration of a loan to the Debtor from the
Secured Party to enable the Debtor to purchase shares of the Secured
Party's Common Stock, the Debtor hereby pledges to the Secured Party
and gives the Secured Party a continuing and unconditional security
interest (the "Security Interest") in the following described property
and in all increases and profits therefrom, in all substitutions
therefor and in all proceeds thereof in any form (the "Collateral"):
50,000 shares of Common Stock of Mobile America Corporation purchased
from the issuer in a private offering. The Debtor has deposited with,
and the Secured Party hereby acknowledges receipt of, stock
certificates for the Collateral, together with stock powers endorsed in
blank by the Debtor.
2. INDEBTEDNESS SECURED. This Agreement and the Security Interest created
by it secure payment of all obligations of any kind owing by the Debtor
to the Secured Party (the "Indebtedness") pursuant to a Promissory Note
of even date herewith executed pursuant thereto by the Debtor in favor
of the Secured Party (the "Note"). The Note, this Agreement and any
other documents executed in connection therewith are referred to
collectively as the "Transaction Documents."
3. WARRANTIES OF DEBTOR. Debtor represents and warrants and, so long as
the Indebtedness remains unpaid, shall be deemed continuously to
represent and warrant that (a) each item constituting Collateral is
genuine and in all respects what it purports to be; (b) Debtor is the
owner of the Collateral free of all security interests or other
encumbrances except the Security Interest; and (c) Debtor is authorized
to enter into this Security Agreement.
4. IRREVOCABLE PROXY. The Debtor irrevocably constitutes and appoints the
Secured Party, as the Debtor's Proxy with full power to (a) attend all
meetings of shareholders of the issuer of the Collateral (the
"Company") held after the date of this Agreement and to vote the
Collateral at those meetings in such manner as the Secured Party shall
in its sole discretion deem appropriate; (b) to consent in the sole
discretion of the Secured Party to any action by or concerning the
Company for which the consent of the shareholders of the Company is or
may be necessary or appropriate; and (c) without limitation to do all
things which the Debtor could do as a shareholder of the Company,
giving to the Secured Party full power of substitution and revocation.
Notwithstanding the foregoing, the Debtor alone shall have the rights
under this paragraph and the Secured Party may not exercise those
rights so long as no Event of Default has occurred. The proxy contained
in this paragraph shall terminate when this Security Agreement
terminates as provided in Paragraph 10. The Debtor hereby revokes all
proxies heretofore given to any person or persons and agrees not to
give any other proxies in derogation of this proxy so long as this
Security Agreement is in force.
5. COVENANTS OF DEBTOR. So long as this Agreement has not been terminated
as provided in Paragraph 10, the Debtor (a) will defend the Collateral
against the claims of all persons; (b) will keep the Collateral free
from all security interests or other encumbrances except the Security
Interest; (c) will not assign, sell, transfer, deliver or otherwise
dispose of the Collateral or any interest therein or attempt to do the
same without the prior written consent of the Secured Party; (d) will
notify the Secured Party promptly in writing of any change in the
Debtor's address, name or identity specified above; and (e) will pay
taxes, assessments and other charges of every nature which may be
levied or assessed against the Collateral.
40
<PAGE> 2
6. INCOME AND COLLATERAL. Any cash dividends paid by the Company with
respect to the Collateral shall be automatically credited against
amounts then due under the Indebtedness, but any dividends in excess of
amounts then due under the Indebtedness shall be paid to the Debtor and
shall not be applied to prepay the Indebtedness unless the Debtor
directs otherwise.
7. INCREASES, PROFITS OR DISTRIBUTIONS.
a) Whether or not an Event of Default has occurred, the Debtor
authorizes the Secured Party (i) to receive any increase in or stock
dividends on the Collateral (other than cash dividends) and any
distribution upon the dissolution and liquidation of the issuer of any
Collateral; (ii) to surrender such Collateral or any part thereof in
exchange therefor; and (iii) to hold the receipt from any such
distribution or increase as part of the Collateral.
b) If the Debtor receives any such increase, profits or distribution,
the Debtor will deliver such receipts promptly to the Secured Party to
be held by the Secured Party as provided in this paragraph.
8. DEFAULT.
a) Any of the following events or conditions shall constitute an "Event
of Default" hereunder: (i) non-payment of any Indebtedness when due for
more than 15 days after notice of default, or failure by the Debtor to
perform any obligations under this Agreement or any other Transaction
Document after written notice of default and a reasonable opportunity
to cure; (ii) filing by the Debtor of a petition in bankruptcy or for
reorganization under any bankruptcy, reorganization, compromise
arrangement, insolvency, readjustment or debt dissolution, liquidation
or similar law of any jurisdiction; (iii) the making of a general
assignment by the Debtor for the benefit of creditors; or (iv) filing
against the Debtor of any petition in bankruptcy or for reorganization
or for the appointment of a receiver, trustee, custodian or similar
official for the Debtor or for any of the Debtor's assets as to which
the Debtor by any act indicates its approval therefor or consent or
acquiescence therein, or entry of an order approving such petition or
such appointment which remains unstayed and in effect for more than 30
days.
b) The Secured Party may declare all or any part of the Indebtedness to
be immediately due without notice upon the happening of any Event of
Default.
c) Upon the happening of any Event of Default, the Secured Party's
rights with respect to the Collateral shall be those of a secured party
under the Uniform Commercial Code and under any other applicable law
from time to time in effect. The Secured Party shall also have any
additional rights granted herein and any other agreement now or
hereafter in effect between the Debtor and the Secured Party. If
requested by the Secured Party, the Debtor will assemble the Collateral
and make it available to the Secured Party at a place to be designated
by the Secured Party.
d) The Debtor agrees that any notice by the Secured Party of the sale
or disposition of Collateral or any other intended action hereunder
whether required by the Uniform Commercial Code or otherwise, shall
constitute reasonable notice to the Debtor if the notice is mailed by
certified mail, postage prepaid, at least fifteen days before the
action to the Debtor's address as specified in this Agreement or to any
other address which the Debtor has specified in writing to the Secured
Party as the address to which notices shall be given to the Debtor.
e) The Debtor shall be liable only for one-third of any deficiency in
the event that disposition of the Collateral does not satisfy the
Indebtedness in full.
9. MISCELLANEOUS.
a) In the event of any litigation arising out of or relating to this
Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and expenses from the losing party, whether incurred
before or at trial, on appeal or in insolvency proceedings.
41
<PAGE> 3
b) The Debtor appoints the Secured Party as the Debtor's
attorney-in-fact to perform all acts which the Secured Party deems
appropriate to perfect and continue the Security Interest, to protect
and preserve the Collateral and to indorse and transfer all or any part
of the Collateral.
c) Upon the Debtor's failure to perform any of its duties hereunder,
the Secured Party may, but it shall not be obligated to, perform any of
such duties and the Debtor shall forthwith upon demand reimburse the
Secured Party for any expense incurred by the Secured Party in so
doing.
d) No delay or omission by the Secured Party in exercising any right
hereunder or with respect to any Indebtedness shall operate as a waiver
of that or any other right and no single right, and no single or
partial exercise of any right shall preclude the Secured Party from any
other or further exercise of that right or the exercise of any other
right or remedy. The Secured Party may cure any default by the Debtor
in any reasonable manner without waiving the default so cured and
without waiving any other prior or subsequent default by the Debtor.
All rights and remedies of the Secured Party under this Agreement and
under the Uniform Commercial Code shall be deemed cumulative.
e) The terms "Secured Party" and "Debtor" as used in this Agreement
include the heirs, personal representatives and successors or assigns
of those parties.
f) This Agreement may not be modified or amended nor shall any
provision of it be waived except by in writing signed by the Debtor and
by an authorized officer of the Secured Party.
g) This Agreement shall be construed under the Uniform Commercial Code
of Florida and any other applicable Florida laws in effect from time to
time.
h) This Agreement is a continuing agreement which shall remain in force
until all the Indebtedness shall be paid in full.
10. WAIVER. The Debtor hereby waives any rights Debtor may have to notice
and a hearing before possession or sale of collateral is effected by
Secured Party by self-help, repletion, attachment or otherwise.
/s/ Arthur L. Cahoon
-------------------------------------
ARTHUR L. CAHOON
Debtor
MOBILE AMERICA CORPORATION
By
------------------------------
Its:
--------------------------
Secured Party
42
<PAGE> 1
Exhibit 10(l)
PROMISSORY NOTE
$412,500.00 As of July 20, 1999
FOR VALUE RECEIVED, the undersigned, JOSEPH JOHN WORTMAN ("Maker"),
hereby promises to pay to the order of MOBILE AMERICA CORPORATION ("Payee"), a
Florida corporation, at the office of the Payee at 10475-110 Fortune Parkway,
Jacksonville, Florida 32256, or such other place as the holder may designate in
writing, the sum of Four Hundred Twelve Thousand Five Hundred and No/100 Dollars
($412,500.00) or such lesser amount as may be outstanding from time to time.
This Note will bear interest at eight percent (8.0%). Interest on this Note
shall be computed on the basis of a 360-day year and shall be due and payable on
the last day of December each year, beginning December 31, 1999, except as may
be provided otherwise below.
Nothing contained herein shall entitle the holder of this Note to
demand or collect interest or charges in the nature of interest in excess of
that permitted by law and if any such excess is collected, it shall be promptly
paid to the Maker together with interest thereon at the highest lawful rate in
effect at the time of such overcharge.
All obligations of Maker hereunder are secured by the Management Stock
Pledge Agreement encumbering shares of common stock of Mobile America
Corporation ("Shares") purchased by Maker (the "Stock Pledge"). The Shares have
been issued by Holder to Maker under the Mobile America Corporation Incentive
Plan.
The entire principal, together with all accrued but unpaid interest,
shall be due and payable on the earlier of (i) the fifth (5th) year anniversary
of the date of this Note, (ii) termination of Maker's employment or (iii) on the
date on which there are no remaining Shares subject to the Stock Pledge. This
Note may be prepaid in whole or in part without penalty at any time. Any partial
prepayment shall be applied first against accrued but unpaid interest, and then
against outstanding principal. After maturity, whether normal maturity or upon
acceleration, the unpaid principal balance of this Note and, to the extent
permitted by law, any accrued but unpaid interest thereon, shall accrue interest
until paid in full at the lesser of five percent (5%) per annum in excess of the
stated rate or the highest rate permitted by law.
If default be made in the payment of any amounts required to be paid
under this Note for more than fifteen (15) days after notice of default or if
there exists any event of default under the Stock Pledge, then the holder hereof
may, at its option, declare the entire principal balance and accrued interest to
be immediately due and payable without notice, time being of the essence.
The Maker and all endorsers and guarantors of this Note, now or
hereafter becoming liable hereon, waive demand, presentment, protest and notice
of protest and dishonor and all other notices or requirements which might
otherwise be necessary to bind them.
If the Maker defaults under this Note, it shall be obligated to pay all
costs, including reasonable attorneys' fees, incurred by the holder in pursuing
its remedies hereunder and under any instrument securing this Note, including
costs and fees on appeal and in insolvency proceedings.
This Note shall be governed by the laws of Florida.
/s/ Joseph John Wortman
-------------------------------
JOSEPH JOHN WORTMAN
43
<PAGE> 1
Exhibit 10(m)
MANAGEMENT STOCK PLEDGE AGREEMENT
Date: As of July 20, 1999
JOSEPH JOHN WORTMAN (the "Debtor") and MOBILE AMERICA CORPORATION, a Florida
corporation (the "Secured Party"), agree as follows:
1 SECURITY INTEREST. In consideration of a loan to the Debtor
from the Secured Party to enable the Debtor to purchase shares of the
Secured Party's Common Stock pursuant to the Debtor's Employment
Agreement with Secured Party dated as of the date hereof, the Debtor
hereby pledges to the Secured Party and gives the Secured Party a
continuing and unconditional security interest (the "Security
Interest") in the following described property and in all increases and
profits therefrom, in all substitutions therefor and in all proceeds
thereof in any form (the "Collateral"): 150,000 shares of Common Stock
of Mobile America Corporation purchased from the issuer in a private
offering. The Debtor has deposited with, and the Secured Party hereby
acknowledges receipt of, stock certificates for the Collateral,
together with stock powers endorsed in blank by the Debtor.
2 INDEBTEDNESS SECURED. This Agreement and the Security Interest
created by it secure payment of all obligations of any kind owing by
the Debtor to the Secured Party (the "Indebtedness") pursuant to a
Promissory Note of even date herewith executed pursuant thereto by the
Debtor in favor of the Secured Party (the "Note"). The Note, this
Agreement and any other documents executed in connection therewith are
referred to collectively as the "Transaction Documents."
3 WARRANTIES OF DEBTOR. Debtor represents and warrants and, so
long as the Indebtedness remains unpaid, shall be deemed continuously
to represent and warrant that (a) each item constituting Collateral is
genuine and in all respects what it purports to be; (b) Debtor is the
owner of the Collateral free of all security interests or other
encumbrances except the Security Interest; and (c) Debtor is authorized
to enter into this Security Agreement.
4 IRREVOCABLE PROXY. The Debtor irrevocably constitutes and
appoints the Secured Party, as the Debtor's Proxy with full power to
(a) attend all meetings of shareholders of the issuer of the Collateral
(the "Company") held after the date of this Agreement and to vote the
Collateral at those meetings in such manner as the Secured Party shall
in its sole discretion deem appropriate; (b) to consent in the sole
discretion of the Secured Party to any action by or concerning the
Company for which the consent of the shareholders of the Company is or
may be necessary or appropriate; and (c) without limitation to do all
things which the Debtor could do as a shareholder of the Company,
giving to the Secured Party full power of substitution and revocation.
Notwithstanding the foregoing, the Debtor alone shall have the rights
under this paragraph and the Secured Party may not exercise those
rights so long as no Event of Default has occurred. The proxy contained
in this paragraph shall terminate when this Security Agreement
terminates as provided in Paragraph 10. The Debtor hereby revokes all
proxies heretofore given to any person or persons and agrees not to
give any other proxies in derogation of this proxy so long as this
Security Agreement is in force.
5 COVENANTS OF DEBTOR. So long as this Agreement has not been
terminated as provided in Paragraph 10, the Debtor (a) will defend the
Collateral against the claims of all persons; (b) will keep the
Collateral free from all security interests or other encumbrances
except the Security Interest; (c) will not assign, sell, transfer,
deliver or otherwise dispose of the Collateral or any interest therein
or attempt to do the same without the prior written consent of the
Secured Party; (d) will notify the Secured Party promptly in writing of
any change in the Debtor's address, name or identity specified above;
and (e) will
44
<PAGE> 2
pay taxes, assessments and other charges of every nature which may be
levied or assessed against the Collateral.
6 INCOME AND COLLATERAL. Any cash dividends paid by the Company
with respect to the Collateral shall be automatically credited against
amounts then due under the Indebtedness, but any dividends in excess of
amounts then due under the Indebtedness shall be paid to the Debtor and
shall not be applied to prepay the Indebtedness unless the Debtor
directs otherwise.
7 INCREASES, PROFITS OR DISTRIBUTIONS.
a) Whether or not an Event of Default has occurred, the
Debtor authorizes the Secured Party (i) to receive any
increase in or stock dividends on the Collateral (other than
cash dividends) and any distribution upon the dissolution and
liquidation of the issuer of any Collateral; (ii) to surrender
such Collateral or any part thereof in exchange therefor; and
(iii) to hold the receipt from any such distribution or
increase as part of the Collateral.
b) If the Debtor receives any such increase, profits or
distribution, the Debtor will deliver such receipts promptly
to the Secured Party to be held by the Secured Party as
provided in this paragraph.
8 DEFAULT.
a) Any of the following events or conditions shall
constitute an "Event of Default" hereunder: (i) non-payment of
any Indebtedness when due for more than 15 days after notice
of default, or failure by the Debtor to perform any
obligations under this Agreement or any other Transaction
Document after written notice of default and a reasonable
opportunity to cure; (ii) filing by the Debtor of a petition
in bankruptcy or for reorganization under any bankruptcy,
reorganization, compromise arrangement, insolvency,
readjustment or debt dissolution, liquidation or similar law
of any jurisdiction; (iii) the making of a general assignment
by the Debtor for the benefit of creditors; or (iv) filing
against the Debtor of any petition in bankruptcy or for
reorganization or for the appointment of a receiver, trustee,
custodian or similar official for the Debtor or for any of the
Debtor's assets as to which the Debtor by any act indicates
its approval therefor or consent or acquiescence therein, or
entry of an order approving such petition or such appointment
which remains unstayed and in effect for more than 30 days.
b) The Secured Party may declare all or any part of the
Indebtedness to be immediately due without notice upon the
happening of any Event of Default.
c) Upon the happening of any Event of Default, the
Secured Party's rights with respect to the Collateral shall be
those of a secured party under the Uniform Commercial Code and
under any other applicable law from time to time in effect.
The Secured Party shall also have any additional rights
granted herein and any other agreement now or hereafter in
effect between the Debtor and the Secured Party. If requested
by the Secured Party, the Debtor will assemble the Collateral
and make it available to the Secured Party at a place to be
designated by the Secured Party.
d) The Debtor agrees that any notice by the Secured
Party of the sale or disposition of Collateral or any other
intended action hereunder whether required by the Uniform
Commercial Code or otherwise, shall constitute reasonable
notice to the Debtor if the notice is mailed by certified
mail, postage prepaid, at least fifteen days before the action
to the Debtor's address as specified in this Agreement or to
any other address which the Debtor has specified in writing to
the Secured Party as the address to which notices shall be
given to the Debtor.
e) The Debtor shall be liable for any deficiency in the
event that disposition of the Collateral does not satisfy the
Indebtedness in full.
45
<PAGE> 3
9 MISCELLANEOUS.
a) In the event of any litigation arising out of or
relating to this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees and expenses from the
losing party, whether incurred before or at trial, on appeal
or in insolvency proceedings.
b) The Debtor appoints the Secured Party as the Debtor's
attorney-in-fact to perform all acts which the Secured Party
deems appropriate to perfect and continue the Security
Interest, to protect and preserve the Collateral and to
indorse and transfer all or any part of the Collateral.
c) Upon the Debtor's failure to perform any of its
duties hereunder, the Secured Party may, but it shall not be
obligated to, perform any of such duties and the Debtor shall
forthwith upon demand reimburse the Secured Party for any
expense incurred by the Secured Party in so doing.
d) No delay or omission by the Secured Party in
exercising any right hereunder or with respect to any
Indebtedness shall operate as a waiver of that or any other
right and no single right, and no single or partial exercise
of any right shall preclude the Secured Party from any other
or further exercise of that right or the exercise of any other
right or remedy. The Secured Party may cure any default by the
Debtor in any reasonable manner without waiving the default so
cured and without waiving any other prior or subsequent
default by the Debtor. All rights and remedies of the Secured
Party under this Agreement and under the Uniform Commercial
Code shall be deemed cumulative.
e) The terms "Secured Party" and "Debtor" as used in
this Agreement include the heirs, personal representatives and
successors or assigns of those parties.
f) This Agreement may not be modified or amended nor
shall any provision of it be waived except by in writing
signed by the Debtor and by an authorized officer of the
Secured Party.
g) This Agreement shall be construed under the Uniform
Commercial Code of Florida and any other applicable Florida
laws in effect from time to time.
h) This Agreement is a continuing agreement which shall
remain in force until all the Indebtedness shall be paid in
full.
10 WAIVER. The Debtor hereby waives any rights Debtor may have to
notice and a hearing before possession or sale of collateral
is effected by Secured Party by self-help, repletion,
attachment or otherwise.
/s/ Joseph John Wortman
------------------------------
JOSEPH JOHN WORTMAN
Debtor
MOBILE AMERICA CORPORATION
By
-----------------------------
Its:
-------------------------
Secured Party
46
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MOBILE AMERICA CORPORATION'S 1999 10-K REPORT AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<DEBT-HELD-FOR-SALE> 30,961,617
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 1,606,128
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 41,601,029
<CASH> 1,178,791
<RECOVER-REINSURE> 12,314,049
<DEFERRED-ACQUISITION> (598,592)
<TOTAL-ASSETS> 90,156,404
<POLICY-LOSSES> 26,024,918
<UNEARNED-PREMIUMS> 18,376,039
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 1,550,109
<NOTES-PAYABLE> 7,200,000
0
0
<COMMON> 198,610
<OTHER-SE> 24,232,695
<TOTAL-LIABILITY-AND-EQUITY> 90,156,404
29,721,119
<INVESTMENT-INCOME> 3,447,583
<INVESTMENT-GAINS> 23,414
<OTHER-INCOME> 4,955,126
<BENEFITS> 27,606,722
<UNDERWRITING-AMORTIZATION> 6,794,514
<UNDERWRITING-OTHER> 20,108,471
<INCOME-PRETAX> (16,362,465)
<INCOME-TAX> (6,477,798)
<INCOME-CONTINUING> (9,884,667)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,884,667)
<EPS-BASIC> (1.35)
<EPS-DILUTED> (1.35)
<RESERVE-OPEN> 11,400,131
<PROVISION-CURRENT> 23,620,251
<PROVISION-PRIOR> 3,945,636
<PAYMENTS-CURRENT> 14,836,176
<PAYMENTS-PRIOR> 11,829,963
<RESERVE-CLOSE> 12,299,879
<CUMULATIVE-DEFICIENCY> 3,945,636
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MOBILE
AMERICA CORPORATION'S 1999 10-K REPORT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<DEBT-HELD-FOR-SALE> 26,409,987
<DEBT-CARRYING-VALUE> 30,321,793
<DEBT-MARKET-VALUE> 30,811,888
<EQUITIES> 1,509,606
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 79,451,616
<CASH> 1,082,422
<RECOVER-REINSURE> 9,404,171<F1>
<DEFERRED-ACQUISITION> (2,743,281)
<TOTAL-ASSETS> 134,270,283
<POLICY-LOSSES> 29,106,729
<UNEARNED-PREMIUMS> 26,913,770
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 11,485,618
<NOTES-PAYABLE> 9,600,000
0
0
<COMMON> 191,110
<OTHER-SE> 35,372,032
<TOTAL-LIABILITY-AND-EQUITY> 134,270,283
34,943,731
<INVESTMENT-INCOME> 4,629,349
<INVESTMENT-GAINS> (230,441)
<OTHER-INCOME> 8,959,390
<BENEFITS> 25,935,988
<UNDERWRITING-AMORTIZATION> 8,536,845
<UNDERWRITING-OTHER> 16,126,931
<INCOME-PRETAX> (2,297,735)
<INCOME-TAX> (1,348,110)
<INCOME-CONTINUING> (949,625)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (949,625)
<EPS-BASIC> (0.13)
<EPS-DILUTED> (0.13)
<RESERVE-OPEN> 15,905,704
<PROVISION-CURRENT> 22,435,796
<PROVISION-PRIOR> 3,469,432
<PAYMENTS-CURRENT> 15,897,843
<PAYMENTS-PRIOR> 14,512,958
<RESERVE-CLOSE> 11,400,131
<CUMULATIVE-DEFICIENCY> 3,469,432
<FN>
<F1>1998 RESTATED DUE TO CORRECTION OF REINSURANCE CEDING COMMISSION ALLOWANCE.
SEE NOTE 2 TO 1999 10-K REPORT.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MOBILE
AMERICA CORPORATION 1999 10-K REPORT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<DEBT-HELD-FOR-SALE> 29,303,564
<DEBT-CARRYING-VALUE> 43,620,471
<DEBT-MARKET-VALUE> 43,511,416
<EQUITIES> 1,373,070
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 91,238,013
<CASH> 4,518,020
<RECOVER-REINSURE> 5,532,587<F1>
<DEFERRED-ACQUISITION> (2,047,989)
<TOTAL-ASSETS> 144,305,443
<POLICY-LOSSES> 33,643,295
<UNEARNED-PREMIUMS> 32,893,437
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 7,321,749
<NOTES-PAYABLE> 12,000,000
0
0
<COMMON> 191,110
<OTHER-SE> 38,448,369
<TOTAL-LIABILITY-AND-EQUITY> 144,305,443
44,171,359
<INVESTMENT-INCOME> 5,390,681
<INVESTMENT-GAINS> 263,711
<OTHER-INCOME> 8,984,456
<BENEFITS> 32,988,250
<UNDERWRITING-AMORTIZATION> 2,393,143
<UNDERWRITING-OTHER> 14,770,170
<INCOME-PRETAX> 8,658,644
<INCOME-TAX> 2,613,359
<INCOME-CONTINUING> 6,045,285
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,045,285
<EPS-BASIC> 0.85
<EPS-DILUTED> 0.84
<RESERVE-OPEN> 20,040,739
<PROVISION-CURRENT> 35,706,903
<PROVISION-PRIOR> (2,736,845)
<PAYMENTS-CURRENT> 23,961,413
<PAYMENTS-PRIOR> 13,143,680
<RESERVE-CLOSE> 15,905,704
<CUMULATIVE-DEFICIENCY> (2,736,845)
<FN>
<F1>1997 RESTATED DUE TO CORRECTION OF REINSURANCE CEDING COMMISSION ALLOWANCE.
SEE NOTE 2 TO 1999 10-K REPORT.
</TABLE>
