-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SeS2NshuUgkA27UHK0JCvkwHvyMmEDXwMjDcqGwagWvfyhDpsiKIWGlTHLdvftiS HqeitavKfGWeZXGjFh5y+g== 0000898430-98-003019.txt : 19980817 0000898430-98-003019.hdr.sgml : 19980817 ACCESSION NUMBER: 0000898430-98-003019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY GENERAL CORP CENTRAL INDEX KEY: 0000064996 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 952211612 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12257 FILM NUMBER: 98689140 BUSINESS ADDRESS: STREET 1: 4484 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2139371060 MAIL ADDRESS: STREET 1: LOS ANGELES 10-Q 1 FORM 10-Q DATED JUNE 30, 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 1998 Commission File No. 0-3681 MERCURY GENERAL CORPORATION (Exact name of registrant as specified in its charter) California 95-221-1612 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4484 Wilshire Boulevard, Los Angeles, California 90010 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (213) 937-1060 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_____ ----- At August 12, 1998, the Registrant had issued and outstanding an aggregate of 55,249,488 shares of its Common Stock. PART 1 - FINANCIAL INFORMATION Item 1. - Financial Statements MERCURY GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS A S S E T S
June 30, December 31, 1998 1997 ---------- ------------ Investments: Fixed maturities available for sale (amortized cost $1,237,935 in 1998 and $1,147,594 in 1997)........................ $1,308,845 $1,214,986 Equity securities available for sale (cost $187,930 in 1998 and $169,943 in 1997)..................................... 189,068 173,522 Short-term cash investments, at cost, which approxi- mates market...................................................... 67,482 59,740 ---------- ---------- Total investments............................................ 1,565,395 1,448,248 Cash................................................................ 4,940 3,011 Receivables: Premiums receivable................................................ 103,628 104,216 Premium notes...................................................... 14,609 13,562 Accrued investment income.......................................... 22,038 21,895 Other.............................................................. 25,417 26,476 ---------- ---------- 165,692 166,149 Deferred policy acquisition costs................................... 59,008 57,264 Fixed assets, net................................................... 29,922 30,493 Other assets........................................................ 17,237 20,367 ---------- ---------- $1,842,194 $1,725,532 ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Losses and loss adjustment expenses................................. $ 402,474 $ 409,061 Unearned premiums................................................... 317,150 309,376 Notes payable....................................................... 75,000 75,000 Loss drafts payable................................................. 32,833 32,058 Accounts payable and accrued expenses............................... 50,643 50,742 Current income taxes................................................ 9,607 3,317 Deferred income taxes............................................... 19,866 19,722 Other liabilities................................................... 50,475 26,664 ---------- ---------- Total liabilities........................................... 958,048 925,940 ---------- ---------- Shareholders' equity: Common stock without par value or stated value. Authorized 70,000,000 shares; issued and outstanding 55,245,638 shares in 1998 and 55,124,579 shares in 1997........................................................... 48,927 47,412 Accumulated other comprehensive income........................... 46,832 46,131 Retained earnings................................................ 788,387 706,049 ---------- ---------- Total shareholders' equity.................................. 884,146 799,592 ---------- ---------- Commitments and contingencies ..................................... $1,842,194 $1,725,532 ========== ==========
2 MERCURY GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED JUNE 30, AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA
1998 1997 -------- -------- Revenues: Earned premiums $278,768 $255,119 Net investment income 23,602 20,456 Net realized investment gains 1,803 324 Net realized gain from sale of subsidiary 2,586 -0- Other 1,249 1,106 -------- -------- Total revenues 308,008 277,005 ------- ------- Expenses: Incurred losses 167,145 165,176 Policy acquisition costs 62,044 54,778 Other operating expenses 9,685 7,863 Interest 1,168 1,221 ------- ------- Total expenses 240,042 229,038 ------- ------- Income before income taxes 67,966 47,967 Income taxes 17,711 12,074 ------- ------- Net income $50,255 $35,893 ======= ======= BASIC EARNINGS PER SHARE (average shares outstanding 55,234,961 in 1998 and 54,967,800 in 1997) $ 0.91 $ 0.65 ======= ======= DILUTED EARNINGS PER SHARE (adjusted weighted average shares 55,607,946 in 1998 and 55,335,589 in 1997) $ 0.90 $ 0.65 ======= ======= Dividends declared per share $ 0.175 $ 0.145 ======= =======
3 MERCURY GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) SIX MONTHS ENDED JUNE 30, AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA
1998 1997 -------- -------- Revenues: Earned premiums $553,222 $490,698 Net investment income 47,469 40,779 Net realized investment gains 3,627 833 Net realized gain from sale of subsidiary 2,586 -0- Other 2,336 2,411 -------- -------- Total revenues 609,240 534,721 -------- -------- Expenses: Incurred losses 328,496 323,200 Policy acquisition costs 121,674 105,280 Other operating expenses 18,626 15,968 Interest 2,371 2,436 -------- ------- Total expenses 471,167 446,884 -------- ------- Income before income taxes 138,073 87,837 Income taxes 36,404 21,126 -------- ------- Net income $101,669 $ 66,711 ======== ======= BASIC EARNINGS PER SHARE (average shares outstanding 55,195,705 in 1998 and 54,939,348 in 1997) $1.84 $1.21 ===== ===== DILUTED EARNINGS PER SHARE (adjusted weighted average shares 55,580,888 in 1998 and 55,295,688 in 1997) $1.83 $1.21 ===== ===== Dividends declared per share $0.35 $0.29 ===== =====
4 MERCURY GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) THREE MONTHS ENDED JUNE 30 AMOUNTS EXPRESSED IN THOUSANDS
1998 1997 --------- -------- Net income $50,255 $35,893 Other comprehensive income, before tax: Unrealized gains on securities: Unrealized holding gains arising during period 2,293 22,308 Less: reclassification adjustment for net losses (gains) included in net income (535) 26 ------- ------- Other comprehensive income, before tax 1,758 22,334 Income tax expense related to unrealized holding gains arising during period 803 7,807 Income tax benefit related to reclassification adjustment for losses (gains) included in net income (187) 9 ------- ------- Comprehensive income, net of tax $51,397 $50,411 ======= =======
5 MERCURY GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) SIX MONTHS ENDED JUNE 30 AMOUNTS EXPRESSED IN THOUSANDS
1998 1997 --------- --------- Net income $101,669 $66,711 Other comprehensive income, before tax: Unrealized gains on securities: Unrealized holding gains arising during period 2,459 8,925 Less: reclassification adjustment for net (gains) included in net income (1,380) (478) -------- ------- Other comprehensive income, before tax 1,079 8,447 Income tax expense related to unrealized holding gains arising during period 861 3,123 Income tax benefit related to reclassification adjustment for (gains) included in net income (483) (168) -------- ------- Comprehensive income, net of tax $102,370 $72,203 ======== =======
6 MERCURY GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, AMOUNTS EXPRESSED IN THOUSANDS
1998 1997 ---------- ---------- Cash flows from operating activities: Net income $ 101,669 $ 66,711 Adjustments to reconcile net income to net cash provided from operating activities: Increase (decrease) in unpaid losses and loss adjustment expenses (6,587) 41,074 Increase in unearned premiums 7,774 30,046 Increase in premium notes receivable (1,047) (1,437) (Increase) decrease in premiums receivable 588 (14,273) Increase in deferred policy acquisition costs (1,744) (6,009) Increase (decrease) in loss drafts payable 775 (1,542) Increase (decrease) in accrued income taxes, excluding deferred tax on change in unrealized gain 6,122 (629) Increase in accounts payable and accrued expenses 23,796 3,215 Depreciation 2,630 2,322 Net realized investment gains (3,627) (833) Net realized gain from sale of subsidiary (2,586) -0- Bond accretion, net (1,890) (903) Other, net 3,817 6,036 -------- --------- Net cash provided from operating activities 129,690 123,778 Cash flows from investing activities: Fixed maturities available for sale: Purchases (207,003) (168,514) Sales 77,564 24,797 Calls or maturities 34,255 33,118 Equity securities available for sale: Purchases (471,077) (212,884) Sales 456,737 200,661 Proceeds from sale of subsidiary less cash transferred 11,018 -0- Increase (decrease) in short-term cash investments, net (9,430) 19,130 Purchase of fixed assets (2,246) (3,577) Sale of fixed assets 237 745 ---------- --------- Net cash used in investing activities $ (109,945) $(106,524)
(Continued) 7 MERCURY GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
1998 1997 --------- --------- Cash flows from financing activities: Dividends paid to shareholders $(19,331) $(15,934) Proceeds from stock options exercised, net of related tax benefit 1,515 846 -------- -------- Net cash used in financing activities (17,816) (15,088) Net increase in cash 1,929 2,166 Cash: Beginning of the year 3,011 3,605 -------- -------- End of the year $ 4,940 $ 5,771 ======== ======== Supplemental disclosures of cash flow information and non cash financing activities: Interest paid during the period $ 2,054 $ 2,521 Income taxes paid during the period $ 29,747 $ 21,532 Common stocks tendered at market value to exercise stock options (276) -0-
8 MERCURY GENERAL CORPORATION & SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation --------------------- The financial data included herein have been prepared by the Company, without audit. In the opinion of management, all adjustments of a normal recurring nature necessary to present fairly the Company's financial position at June 30, 1998 and the results of operations, comprehensive income and cash flows for the periods presented have been made. This interim information should be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K. 2. Comprehensive Income -------------------- Statement of Financial Accounting Standards No. 130 requires the reporting of comprehensive income for fiscal years beginning after December 15, 1997. The Company's comprehensive income reflects net income adjusted for the change in unrealized gains and losses. Other comprehensive income was $0.7 million for the period ended June 30, 1998 compared to $5.5 million for the period ended June 30, 1997. Other comprehensive income primarily relates to changes in market interest rates which directly impact the market value of the Company=s fixed maturity portfolio. Item 2. Management's Discussion and Analysis of Financial Condition and Results ----------------------------------------------------------------------- of Operations ------------- GENERAL - ------- The Company is engaged primarily in writing all risk classifications of automobile insurance in California, which in 1997 accounted for approximately 88% of the Company'a direct premiums written. The Company also writes small amounts of automobile insurance in Georgia and Illinois. In December 1996 the Company acquired the American Mercury Insurance Group (formerly named American Fidelity Insurance Group) which was licensed in 36 states but writes automobile and mechanical breakdown insurance predominantly in Oklahoma, Kansas and Texas. During 1998, the Company began writing private passenger automobile coverage in Florida, and has recently increased its marketing activities in both Florida and Texas. Certain statements in this report on Form 10-Q that are not historical fact constitute "Forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of the Company to be materially different from historical 9 results or from any results expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, the risks inherent to the cyclical nature of the property and casualty insurance industry, the Company's concentration of business largely in one line (automobile) in one state (California), uncertainties regarding the growth in future written premiums in relation to recent historical experience, the effect of a recent rate reduction in California on future loss ratios of the Company, the impact of the Year 2000 and uncertainties regarding the success of the Company's operations outside California, including particularly in the Florida and Texas markets, competition and other industry factors, including uncertainties inherent in the estimate of loss and loss adjustment expense (lae) reserves, insurance regulatory matters and certain structural matters, including restrictions on intercompany transactions within the Company's holding company structure. Results of Operations - --------------------- THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997 Premiums earned in the second quarter of 1998 increased 9.3% from the corresponding period in 1997. California premiums written, representing 92% of the Company's total premiums, grew approximately 3.5% in the period versus 30.6% in 1997. A large portion of the 1997 premium growth was the result of a new California law made effective January 1, 1997 which requires proof of insurance for the registration (new or renewal) of a motor vehicle. This requirement produced a large influx of new business during much of 1997 that was unmatched in 1998. The 1998 California premiums written growth of 3.5% was affected by a 7% rate reduction taken on April 1, 1998. Also, a large portion of the new business written during 1997 as a result of the new mandatory insurance law did not qualify for the Company's persistency discount because many of these new insureds did not have prior insurance coverage. During 1998, as many of these policies renewed they became eligible for the Company's persistency discount. Consequently, the average premium per policy declined in 1998 as compared to 1997. The combination of the 7% rate reduction and the effect of the persistency discount restricted the premiums written for the quarter. In addition, the Company launched an integrated advertising campaign in late April that has not yet met Company expectations. The Company revised the radio portion of the campaign in an effort to improve the response rate. The California automobile insurance marketplace has become intensely competitive, with many new entrants, including some major companies which had previously left the state altogether. Most of the major direct writers, which represents the Company's chief competition, have instituted one or more rate cuts over the last twelve months and many have increased their marketing efforts. The loss ratio in the second quarter (loss and loss adjustment expenses related to premiums earned) was 60.0%, compared with 64.7% in 1997. The lower loss ratio in 1998 reflects continuing favorable loss experience in the bodily injury line. The favorable loss experience is largely related to the effectiveness of Proposition 213, an initiative made effective January 1, 1997 which prohibits recovery of non-economic (pain and suffering) losses by uninsured motorists or drunk drivers injured in automobile accidents. The 7% rate reduction taken on April 1, 1998 affected the Company's loss ratio in the second quarter of 1998 and will have a larger affect on the Company's loss ratio in succeeding quarters as a higher percentage of the Company's premiums earned will reflect the 7% rate reduction. The second quarter loss ratio was adversely affected by the results of the American Mercury Group (AMI). AMI experienced storm losses of approximately $2 million during the quarter. AMI's loss ratio in the second quarter was 86.6% in 1998 compared to 70.2% in 1997. The expense ratio (policy acquisition costs and other expenses related to premiums earned) in 1998 was 25.7% compared to 24.6% in 1997. The increase in the expense ratio was largely attributable to increased advertising expenses from the Company's integrated advertising campaign launched in late April. The combined ratio of losses and expenses (GAAP basis) was 85.7% in 1998 compared with 89.3% in 1997, resulting in an underwriting gain for the period of $39.9 million, compared with $27.3 million in 1997. Investment income for the second quarter was $23.6 million, compared with $20.5 million in the second quarter of 1997. The after-tax yield on average investments of $1,463.1 million (fixed maturities valued at cost; equities at market) was 5.84% compared with 6.04% on average investments of $1,218.9 million in 1997. The decrease in realized investment yields reflects the redemption of bonds acquired in earlier, higher interest rate environments and a lower effective yield from equities. New investments are currently being made at after-tax yields of approximately 5.2%, or approximately 97 basis points lower than the average yield during 1997. In June 1998, the Company sold Cimarron Insurance Company ("Cimarron"), a wholly owned subsidiary acquired December 1996 as part of the American Fidelity acquisition. The total sales proceeds were approximately $11.1 million with a pre-tax realized gain of approximately $2.6 million. Realized investment gains before income taxes, including the sale of Cimarron, were $4.4 million in the second quarter of 1998, compared with realized gains of $0.3 million in 1997. The income tax provision in the second quarter of 1998 of $17.7 million represented an effective tax rate of 26.1%, compared with an effective rate of 25.2% in 1997. The higher effective tax rate is principally attributable to the larger proportion of fully taxable underwriting gain compared to the predominantly tax-exempt investment income. Net income for the second quarter of $50.3 million, or $.91 per share (basic), compares with $35.9 million or $.65 per share (basic) in 1997. Diluted net income per share was $.90 in 1998 and $.65 in 1997. Net income was adversely affected by the results of AMI. AMI incurred a loss of $.01 per share (basic) for the quarter, compared to a $.02 per share (basic) contribution in 1997. SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997 Premiums earned in the first half of 1998 increased 12.7% from the corresponding period in 1997. California premiums written, representing 92% of the Company's total premiums, grew approximately 8.4% in the period versus 32.2% in the first half of 1997. A large portion of the 1997 premium growth was the result of the California proof of insurance law that became effective January 1, 1997. This requirement produced a large influx of new business during much of 1997 that was unmatched in 1998. The 1998 California premium growth of 8.4% was also affected by the 7% rate reduction taken on April 1, 1998 and the effects of the persistency discount during 1998. The loss ratio in the first half (loss and loss adjustment expenses-related to premiums earned) was 59.4%, compared with 65.9% in 1997. The lower loss ratio in 1998 reflects continuing favorable loss experience in the bodily injury line. The favorable loss experience is largely related to the effectiveness of Proposition 213, an initiative made effective January 1, 1997 which prohibits recovery of non-economic (pain and suffering) losses by uninsured motorists or drunk drivers injured in automobile accidents. The 7% rate reduction taken on April 1, 1998 affected the Company's loss ratio in the second quarter of 1998 and will have a larger affect on the Company's loss ratio in succeeding quarters as a higher percentage of the Company's premiums earned will reflect the 7% rate reduction. The expense ratio (policy acquisition costs and other expenses related to premiums earned) in 1998 was 25.3% compared to 24.7% in 1997. The increase in the expense ratio was largely attributable to increased advertising expenses from the Company's integrated advertising campaign launched in late April. 10 The combined ratio of losses and expenses (GAAP basis) was 84.7% in 1998 compared with 90.6% in 1997, resulting in an underwriting gain for the period of $84.4 million, compared with $46.3 million a year ago. Investment income in the first half was $47.5 million, compared with $40.8 million in the first half of 1997. The after-tax yield on average investments of $1,443.1 million (fixed maturities at cost, equities at market) was 5.94% compared with 6.11% on average investments of $1,195.6 million in 1997. The decrease in realized investment yields reflects the redemption of bonds acquired in earlier, higher interest rate environments and a lower effective yield from equities. Realized investment gains before income taxes, including the sale of the Cimarron subsidiary, were $6.2 million in the first half of 1998, compared with realized gains of $0.8 million in the first half of 1997. The income tax provision in the first half of 1998 of $36.4 million represented an effective tax rate of 26.4%, compared with an effective rate of 24.1% in 1997. The higher effective tax rate is principally attributable to the larger proportion of fully taxable underwriting gain compared to the predominantly tax-exempt investment income. Net income in the first half of 1998 of $101.7 million, or $1.84 per share (basic), compares with $66.7 million or $1.21 per share (basic), in 1997. Diluted net income per share was $1.83 per share in 1998 and $1.21 in 1997. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Net cash provided from operating activities during the first half of 1998 was $129.7 million, while funds derived from the sale, call or maturity of investments, excluding the sale of Cimarron, was $568.6 million, of which approximately 80% was represented by the sale of equities. Fixed-maturity investments, at amortized cost, increased by $90.3 million during the period. Equity investments, including perpetual preferred stocks, increased by $18.0 million at cost, and short-term cash investments increased by $7.7 million. The amortized cost of fixed-maturities available for sale which were sold or called during the period was $108.1 million. The market value of all investments (fixed-maturities and equities) held at market as "Available for Sale" exceeded amortized cost of $1,425.9 million at June 30, 1998 by $72.0 million. That unrealized gain, reflected as accumulated other comprehensive income in shareholders' equity net of applicable tax effects, was $46.8 million at June 30, 1998 compared with an unrealized gain of $46.1 million at December 31, 1997. 11 The Company's cash and short term investments totaled $72.4 million at June 30, 1998. Together with funds generated internally, such liquid assets are more than adequate to pay claims without the forced sale of investments. On August 10, 1998 the Company announced that its Board of Directors authorized the repurchase over a one year period of up to $200 million of Mercury General's Common Stock. The purchases may be made from time to time in the open market at the discretion of management. The program will be funded by the sale of lower yielding tax-exempt bonds, the proceeds of an enlarged bank line and internal cash generation. It has been the Company's policy not to invest in high yield or "junk" bonds. Approximately 2.0% of total fixed maturities at June 30, 1998 were rated below investment grade. The average rating of the $1,183.8 million bond portfolio (at amortized cost) was AA-, while the average effective maturity approximates 8.1 years. The modified duration of the bond portfolio approximates 6.4 years. Bond holdings are broadly diversified geographically, and, within the tax-exempt sector, consist largely of revenue issues, including housing bonds subject to sinking funds and special par calls, and other issues, many of which have been pre-refunded and escrowed with U.S. Treasuries. General obligation bonds of the large eastern cities have generally been avoided. Holdings in the taxable sector consist principally of senior public utility issues. Fixed- maturity investments of $1,237.9 million (at cost) include $54.1 million of sinking fund preferreds, principally utility issues. Except for Company-occupied buildings, the Company has no direct investments in real estate and no holdings of mortgages secured by commercial real estate. Equity holdings of $189.1 million at market (cost $187.9 million), including perpetual preferred issues, are largely confined to the public utility and banking sectors and represents 21% (at cost) of total shareholders' equity. As of June 30, 1998, the Company had no material commitments for capital expenditures. Industry and regulatory guidelines suggest that the ratio of a property and casualty insurer's annual net premiums written to statutory policyholders' surplus should not exceed 3 to 1. Based on the combined surplus of all of the licensed insurance subsidiaries of $755.1 million at June 30, 1998 and net written premiums for the twelve months ended on that date of $1,125.7 million, the ratio of writings to surplus was approximately 1.49 to 1. Impact of Year 2000 - ------------------- The Year 2000 Issue is the result of computer programs being written using two digits rather than four digits to define the applicable year. Any computer programs that have date-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000, or as no date. This could result in a system failure or miscalculations causing disruptions of operations, 12 including, among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business operations. In March of 1998, the Company completed the modifications necessary to its computer programs and systems for all of its "critical" systems for business written in California, Georgia, Illinois and Florida. Modifications were made to both hardware and software. The Company considers policy issuance, premium billing and collections and its claims systems as its critical systems. The modifications completed on the above critical systems represents approximately 94% of the Company's total premiums written. The American Mercury Group, acquired by the Company in December 1996 and which represents approximately 6% of the Company's total premiums written, is in the process of completing the modifications necessary, including the conversion to new critical systems, to become Year 2000 compliant. The Company expects to have AMI's critical systems to be Year 2000 compliant by the second quarter of 1999. Other non-critical systems are already Year 2000 compliant or are in the process of being modified or converted to become Year 2000 compliant. The Company expects to have its non-critical systems to be Year 2000 compliant by the second quarter of 1999. The Company expensed approximately $125,000 in 1997 and $475,000 in 1998, primarily for in-house labor costs, related to Year 2000 modifications. The Company expects to incur an amount less than what has previously been expensed for the remaining part of 1998 and 1999. It is not possible to quantify the aggregate cost to the Company with respect to Year 2000 problems, although the Company does not anticipate it will have a material adverse impact on its business. While the Year 2000 considerations are not expected to materially impact the Company's internal operations, they may have a material effect on some of the Company's agents, suppliers and financial institutions with whom the Company conducts business, and thus indirectly affect the Company. The Company has commenced a program to ascertain the compliance status of those companies with whom the Company conducts material business. Item 3. Quantitive and Qualitative Disclosures About Market Risk -------------------------------------------------------- Not applicable. 13 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- (a) Mercury General Corporation (the "Company") held its Annual Meeting of Stockholders on May 13, 1998. (c) The matters voted upon at the meeting and the votes cast with respect thereto were as follows:
1. Election of Directors --------------------- Number of shares Number of shares Nominee voted FOR Withheld --------------------- ---------------- ---------------- Nathan Bessin 52,129,014 220,944 Bruce A. Bunner 52,191,951 218,007 Michael D. Curtius 52,100,604 249,354 Richard E. Grayson 52,126,288 223,872 George Joseph 52,105,872 244,088 Gloria Joseph 52,109,362 240,596 Charles McClung 51,632,033 717,926 Donald P. Newell 51,639,024 710,934 Donald R. Spuehler 52,130,449 219,509
2. Proposal to approve the adoption of the Mercury General Corporation ------------------------------------------------------------------- Senior Executive Incentive Bonus Plan ------------------------------------- FOR AGAINST ABSTAIN --- ------- ------- 51,978,070 282,680 89,228 3. Proposal to approve KPMG Peat Marwick as auditors for the year 1998 ------------------------------------------------------------------- FOR AGAINST ABSTAIN --- ------- ------- 52,305,510 26,788 18,680 Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) The following exhibits are included herewith: 27 Financial Data Schedule (b) Not applicable. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MERCURY GENERAL CORPORATION Date: August 13, 1998 By: GEORGE JOSEPH ------------------------------------ George Joseph Chairman and Chief Executive Officer Date: August 13, 1998 By: GABRIEL TIRADOR ------------------------------------ Gabriel Tirador Vice President and Chief Financial Officer 15 EX-27 2 FINANCIAL DATA SCHEDULE
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MERCURY GENERAL CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 1,308,845 0 0 189,068 0 0 1,565,395 4,940 0 59,008 1,842,194 402,474 317,150 0 0 75,000 48,927 0 0 835,219 1,842,194 553,222 47,469 6,213 2,336 328,496 121,674 18,626 138,073 36,404 101,669 0 0 0 101,669 1.84 1.83 0 0 0 0 0 0 0
-----END PRIVACY-ENHANCED MESSAGE-----