<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 001-14673
MEEMIC Holdings, Inc.
(Exact name of registrant as specified in its charter)
Michigan 38-3436541
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
691 North Squirrel Road, Suite 100 48321
Auburn Hills, Michigan (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (888) 463-3642
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
The number of shares outstanding of the registrant's common stock, no par value
per share, as of August 11, 1999 was 6,599,500.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE NO.
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at 3
June 30, 1999 (Unaudited) and
December 31, 1998
Condensed Consolidated Statements of Income 4
for the Three Months and Six Months Ended
June 30, 1999 and 1998 (Unaudited)
Condensed Consolidated Statements of 5
Comprehensive Income for the Three Months
and Six Months Ended June 30, 1999
and 1998 (Unaudited)
Condensed Consolidated Statements of Cash Flows 6
for the Six Months Ended June 30, 1999 and
1998 (Unaudited)
Notes to Condensed Consolidated Financial 7-9
Statements (Unaudited)
Item 2. Management's Discussion and Analysis of 10-16
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 17
Market Risk
Part II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
MICHIGAN EDUCATIONAL EMPLOYEES MUTUAL INSURANCE
COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1999
(Unaudited) December 31, 1998
------------- -----------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities availale for sale, at fair value $121,926,696 $122,996,615
Short-term investments, at cost, which approximate fair value 1,908,815 1,906,496
------------ ------------
Total investments 123,835,511 124,903,111
Cash 5,698,453 3,977,602
Premiums due from policyholders 4,867,405 3,840,764
Amounts recoverable from reinsurers 41,409,956 43,066,086
Amounts recoverable from reinsurers, related party 20,057,406 16,193,962
Accrued investment income 1,643,648 1,604,457
Deferred federal income tax 4,228,955 3,338,251
Property and equipment, at cost, net of accumulated depreciation 2,447,873 2,148,550
Deferred policy acquisition costs 335,934 278,067
Intangibles assets, net of amortization 37,806,276 39,268,400
Other assets 1,189,520 710,369
------------ ------------
Total Assets $243,520,937 $239,329,619
============ ============
LIABILITIES AND POLICYHOLDERS' SURPLUS
Liabilities:
Losses and loss adjustment expenses reserves $ 94,633,751 $ 92,297,908
Unearned premiums 33,172,891 31,585,769
Surplus note 21,500,000 21,500,000
Payable related to acquisition 16,217,331 18,215,289
Accrued expenses and other liabilities 8,250,520 8,386,744
Accrued expenses and other liabilities, related party 3,281,474 2,356,815
Premiums ceded payable 4,551,619 4,464,952
Premiums ceded payable, related party 7,946,481 7,552,920
Federal income taxes payable 494,801 744,801
------------ ------------
Total Liabilities: 190,048,868 187,105,198
------------ ------------
Policyholders' surplus:
Unassigned surplus 53,552,237 50,375,927
Accumulated other comprehensive income: Net unrealized (depreciation)
appreciation on investments, net of deferred federal income taxes of
($41,299) and $952,254 in 1999 and 1998, respectively (80,168) 1,848,494
------------ ------------
Total policyholders' surplus 53,472,069 52,224,421
------------ ------------
Total liabilities and policyholders' surplus $243,520,937 $239,329,619
============ ============
</TABLE>
See the accompanying notes to the unaudited condensed financial statements.
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<PAGE>
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
MICHIGAN EDUCATIONAL EMPLOYEES MUTUAL INSURANCE
COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues and other income:
Premiums written $ 31,743,624 $ 29,342,633 $ 59,917,405 $ 55,431,242
Premiums ceded, related party (11,352,116) (10,505,699) (22,513,126) (20,885,584)
Premiums ceded, other (1,052,466) (884,948) (2,047,470) (1,877,925)
------------ ------------ ------------ ------------
Net premiums written 19,339,042 17,951,986 35,356,809 32,667,733
Increase in unearned premiums, net
of prepaid reinsurance premiums (2,306,404) (2,038,353) (1,587,121) (1,180,926)
------------ ------------ ------------ ------------
Net premiums earned 17,032,638 15,913,633 33,769,688 31,486,807
Net investment income 1,756,879 1,785,776 3,519,146 3,464,096
Net realized invesment gains (losses) on fixed (19,014) (116) (2,558) 361
maturities
Other income 397,735 506,231 773,763 976,130
------------ ------------ ------------ ------------
Total revenues and other income 19,168,238 18,205,524 38,060,039 35,927,394
------------ ------------ ------------ ------------
Expenses:
Losses and loss adjustment expenses incurred, net 11,634,724 11,366,782 24,062,152 21,920,341
Policy acquisition and other underwriting expenses:
Policy acquisition and underwriting expenses 6,557,606 6,123,869 12,724,861 12,301,319
Ceding commissions, related party (3,405,635) (3,151,710) (6,753,938) (6,265,675)
Management fees, related party 547,726 499,902 1,065,534 993,053
------------ ------------ ------------ ------------
3,699,697 3,472,061 7,036,457 7,028,697
Interest expense, related party 455,632 455,624 906,248 906,240
Amortization expense 731,062 731,061 1,462,124 1,478,790
Other expense (124) 12,280 6,756 28,792
------------ ------------ ------------ ------------
Total expenses 16,520,991 16,037,808 33,473,737 31,362,860
------------ ------------ ------------ ------------
Income from operations before federal
income taxes and extraordinary item 2,647,247 2,167,716 4,586,302 4,564,534
Federal income taxes 707,996 499,838 1,537,278 1,179,195
------------ ------------ ------------ ------------
Income before extraordinary item 1,939,251 1,667,878 3,049,024 3,385,339
Extraordinary item:
Gain on early extinguishment of debt, net of
federal income taxes of $89,257 and $65,571
for the three and six month 173,264 -- 127,286 --
periods ended June 30, 1999
------------ ------------ ------------ ------------
Net income* $ 2,112,515 $ 1,667,878 $ 3,176,310 $ 3,385,339
============ ============ ============ ============
</TABLE>
* Earning per share not meaningful.
See the accompanying notes to the unaudited condensed financial statements.
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<PAGE>
MICHIGAN EDUCATIONAL EMPLOYEES MUTUAL INSURANCE
COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Comprehensive income:
Net income $2,112,515 $1,667,878 $3,176,310 $3,385,339
Net unrealized (depreciation) appreciation on
investments, net of reclassification adjustment
and net of deferred federal income taxes (1,424,614) 124,248 (1,928,662) 55,034
---------- ---------- ---------- ----------
Comprehensive income $687,901 $1,792,126 $1,247,648 $3,440,373
========== ========== ========== ==========
</TABLE>
See the accompanying notes to the unauditied condensed financial statements.
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<PAGE>
MICHIGAN EDUCATIONAL EMPLOYEES MUTUAL INSURANCE
COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)
<TABLE>
<CAPTION>
Cash flows from operating activities: 1999 1998
---------- ----------
<S> <C> <C>
Net income
Adjustments to reconcile net income to net cash provided by $3,176,310 $3,385,339
operating activities:
Depreciation and amortization 1,524,377 1,756,819
Realized (gains) losses on investments 2,558 (361)
Net accretion of discounts on investments 48,821 28,365
Deferred federal income taxes 102,849 (620,804)
Extraordinary gain on early extinguishment of debt (192,857)
Changes in assets and liabilities:
Premiums due from policyholders (1,026,642) (474,169)
Amounts due from reinsurers (1,727,086) (6,255,959)
Accrued investment income (39,191) (76,216)
Deferred policy acquisition costs (57,867) 935,409
Other assets (479,151) (156,046)
Loss and loss adjustment expense reserves 2,335,843 7,424,984
Unearned premiums 1,587,121 1,180,926
Accrued expenses and other liabilities 788,435 1,697,997
Federal income taxes payable (250,000) (700,000)
---------- ----------
Net cash provided by operating activities 5,793,520 8,126,284
---------- ----------
Cash flows from investing activities:
Proceeds from sale or maturity of short-term investments 948,474 1,894,475
Purchases of short-term investments (950,793) (1,896,943)
Proceeds from maturity of securities available for sale 8,988,621 5,862,315
Purchases of securities available for sale (10,892,295) (10,050,923)
Proceeds from sales of property and equipment 572,445 41,756
Purchases of property and equipment (934,020) (580,376)
---------- ----------
Net cash used in investing activities (2,267,568) (4,729,696)
---------- ----------
Cash flows from financing activities:
Payment on payable related to acquisition (1,805,101) -
---------- ----------
Net cash used in financing activities (1,805,101) -
---------- ----------
Net increase in cash 1,720,851 3,396,588
Cash, beginning of year 3,977,602 2,204,325
---------- ----------
Cash, end of period $5,698,453 $5,600,913
========== ==========
Supplemental disclosure of cash flow information:
Federal income taxes paid $1,200,000 $2,000,000
========== ==========
Interest paid - $1,341,835
========== ==========
</TABLE>
See the accompanying notes to the unaudited condensed financial statements.
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<PAGE>
MICHIGAN EDUCATIONAL EMPLOYEES MUTUAL INSURANCE
COMPANY AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) DESCRIPTION OF BUSINESS
Michigan Educational Employees Mutual Insurance Company and
Subsidiary ("MEEMIC" or the "Company") is a Michigan-licensed property
and casualty mutual insurance company that operates as a single segment
writing full coverage private passenger automobile protection and
homeowner insurance products for educational employees and their
immediate families exclusively in the State of Michigan. MEEMIC sells
its insurance contracts through its wholly owned subsidiary, MEEMIC
Insurance Services Corp., d/b/a MEIA Insurance Agency, which is the
exclusive distributor of the Company's products. MEEMIC Holdings, Inc.
("Holdings") was formed to be the holding company for MEEMIC after its
conversion to a stock company. Before the conversion described in Note
(4) below, Holdings did not engage in any significant operations. On
July 1, 1999 the effective date of the conversion, MEEMIC became a
wholly owned subsidiary of Holdings. See Note (4).
In preparing the financial statements, management is required
to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the dates of the balance sheets and
revenues and expenses for the periods then ended. Actual results may
differ from those estimates.
The most significant estimates that are susceptible to
significant change in the near term relate to the determination of the
losses and loss adjustment expense reserves. Although considerable
variability is inherent in these estimates, management believes that
the reserves are adequate. The estimates are reviewed regularly and
adjusted as necessary. Such adjustments are reflected in current
operations.
(2) BASIS OF PRESENTATION
The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary, and have been
prepared in accordance with generally accepted accounting principles
("GAAP") for Form 10-Q and Rule 10-01 of Regulation S-X financial
information. Accordingly, they have not been audited and they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. All
significant intercompany transactions have been eliminated in
consolidation.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of
financial position and results of operations have been included. The
operating results for the three months and six month periods ended June
30, 1999 are not necessarily indicative of the results to be expected
for the year ending December 31, 1999.
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<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
(3) RELATED PARTY TRANSACTIONS
Effective April 7, 1997, Professionals Group, Inc. (Nasdaq:
PICM) ("Professionals"), which is the parent of ProNational Insurance
Company ("ProNational") signed a definitive agreement with the Company
whereby:
- Nominees of Professionals were elected to all six positions on the
MEEMIC Board of Directors;
- ProNational purchased a $21.5 million surplus note from MEEMIC;
- Effective July 1, 1997 ProNational began reinsuring 40 percent of
MEEMIC's net retained premiums on a quota share basis.
Professionals also provides MEEMIC with information system
services and certain consulting services under a management services
agreement. Fees for such services were $547,726 and $499,902 for the
three months ended June 30, 1999 and 1998, respectively. Fees for such
services were $1,065,534 and $993,053 for the six months ended June 30,
1999 and 1998, respectively.
MEEMIC completed its conversion on July 1, 1999 and the $21.5
million surplus note of MEEMIC owned by Professionals was converted
into shares of Holdings. After the conversion, Professionals now owns
approximately 77% of the issued and outstanding shares of Holdings. In
conjunction with the plan of conversion MEEMIC terminated its
management services agreement with Professionals on July 1, 1999. The
registration statement of Holdings (Registration No. 333-66671) should
be consulted for additional information concerning the conversion of
MEEMIC and the role of Professionals.
From July 1, 1997 to July 1, 1999 the Company had a
coinsurance treaty with ProNational to cede 40 percent of its net
retained premiums on a quota share basis. Ceding commissions were
$3,405,635 and $3,151,710 for the three months ended June 30, 1999 and
1998, respectively. Ceding commissions were $6,753,938 and $6,265,675
for the six months ended June 30, 1999 and 1998, respectively. A
summary of reinsurance amounts that were ceded to ProNational for the
three months and six months ended June 30, 1999 and 1998 follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Premiums earned . . . . . . . . $11,352,116 $10,505,699 $22,513,126 $20,885,584
Losses and loss adjustment
expenses incurred. . . $ 7,218,367 $ 5,893,573 $15,596,159 $11,520,839
</TABLE>
-8-
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
(4) CONVERSION
On June 24, 1998, the Board of Directors approved a plan of
conversion for changing the corporate form of the Company from the
mutual form to the stock form. Under the plan, eligible policyholders,
officers and directors had the opportunity to acquire stock in
Holdings, which would acquire all of the newly issued stock of the
Company upon conversion. Prior to the conversion, Holdings did not
engage in any significant operations and did not have assets or
liabilities. On September 2, 1998, The Michigan Insurance Bureau
concluded that MEEMIC's plan of conversion complied with applicable
laws and approved such plan. On April 20, 1999, the Securities and
Exchange Commission declared effective the registration statement on
Form S-1 filed by Holdings. The Company has also received a tax opinion
regarding the tax treatment of the conversion as a tax-free
reorganization.
At a special policyholder meeting held on May 25, 1999,
MEEMIC's plan of conversion was approved by policyholder vote. On July
1, 1999 MEEMIC converted to a stock insurance company and became a
wholly owned subsidiary of Holdings. MEEMIC policyholders subscribed
for 1,533,983 shares of common stock in MEEMIC Holdings. Also pursuant
to the plan of conversion, Professionals converted the $21.5 million
surplus note (plus accrued interest) of MEEMIC owned by Professionals
into 2,302,209 shares of MEEMIC Holdings; and, Professionals has
fulfilled its obligations as standby purchaser by purchasing 2,763,308
shares in the subscription offering. As a result, Professionals owns
approximately 77% of the issued and outstanding shares of MEEMIC
Holdings. Since July 2, 1999 MEEMIC Holdings, Inc. has been trading on
the Nasdaq National Market under the symbol "MEMH".
-9-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Holdings was formed to be the holding company for MEEMIC after the
conversion. Before the conversion, Holdings did not engage in any significant
operations and is therefore not included in the following discussion. On July 1,
1999 the effective date of the conversion, MEEMIC became a wholly owned
subsidiary of Holdings.
The following discussion and analysis should be read in conjunction
with the condensed consolidated financial statements and the notes thereto
included elsewhere in this document and in Holdings' Form S-1 registration
statement (Registration No. 333-66671).
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements (as the term is
defined in the federal securities laws) which involve risks and uncertainties.
We have identified several important factors which could cause actual results to
differ materially from any such results discussed in the forward-looking
information. All these factors are difficult to predict and many are beyond our
control. These important factors include:
- - future economic conditions in the regional and national markets in which the
companies compete;
- - financial market conditions, including, but not limited to, changes in
interest rates;
- - inflation;
- - estimates of loss reserves and trends in losses and loss adjustment expenses;
- - the effects of the year 2000 problem on us and third parties with whom we do
business;
- - changing competition;
- - the ability to carry out business plans;
- - the ability to enter new markets successfully and capitalize on growth
opportunities;
- - adverse changes in applicable laws, regulations or rules governing insurance
holding companies and insurance companies, and environmental, tax or
accounting matters;
- - The ability to maintain an excellent A.M. Best rating;
- - The ability to obtain adequate reinsurance coverage at reasonable rates; and
- - Our reinsurers' ability to fulfill their financial obligations to us.
-10-
<PAGE>
OVERVIEW
MEEMIC provides private passenger automobile and homeowners insurance
primarily to educational employees and their immediate families in the State of
Michigan. MEEMIC sells its insurance contracts through over 90 sales
representatives associated with the sales agency, which is the exclusive
distributor of MEEMIC's products. As of June 30, 1999, we had 116,906 policies
in force, representing 160,718 insured vehicles and 32,261 homeowner units.
FINANCIAL CONDITION - JUNE 30, 1999 COMPARED TO DECEMBER 31, 1998
Our total assets increased 1.7% to $243.5 million at June 30, 1999 from
$239.3 million at December 31, 1998. The majority of our assets consist of
bonds, some preferred stocks, cash and short-term investments, that in total
were $129.5 million at June 30, 1999 and $128.9 million at December 31, 1998. We
primarily invest in high quality bonds with the objective of providing stable
income while maintaining liquidity at appropriate levels for our current and
long-term requirements. The portfolio consists primarily of government bonds,
municipal bonds, collateralized mortgage obligations, and investment grade
corporate bonds. The modified duration of investments has remained relatively
constant at approximately three years. At June 30, 1999, the portfolio had an
average Standard & Poor's security quality rating of AA (Excellent), and there
were no securities in default concerning the timely payment of interest and
principal. Our gross unrealized gains and gross unrealized losses in investments
in securities were $1,059,975 and $1,181,442, respectively, at June 30, 1999 and
$2,870,316 and $69,568, respectively, at December 31, 1998. These changes in our
gross unrealized gains and losses are a result of fluctuating bond market values
due to volatility of interest rates in the marketplace.
Our recorded estimates of loss and loss adjustment expense reserves
were $94.6 million at June 30, 1999 compared to $92.3 million at December 31,
1998. The $2.3 million increase in reserves at June 30, 1999 was due to an
increase in homeowner claims from a January winter storm and due to general
allowances for growth in the number of insured vehicles and homeowner policies
in force.
Unearned premiums were $33.2 million at June 30, 1999 and $31.6 million
at December 31, 1998. The increase in unearned premiums at June 30, 1999
compared to December 31, 1998 of 5.1% is comparable to the growth in premiums
written.
Other liabilities were $62.2 million at June 30, 1999 and $63.2 million
at December 31, 1998. The decrease in 1999 is due to repayments of liabilities
related to the agency acquisition and due to the timing of our payments for
state association assessments, payroll and retirement plan contributions.
Additionally, the liabilities at June 30, 1999 and December 31, 1998 include
$2,733,748 and $1,827,500, respectively, for interest on the $21.5 million
surplus note and management fees of $547,726 and $529,315, respectively, due to
Professionals.
Our policyholder surplus increased 2.5% to $53.5 million at June 30,
1999 from $52.2
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<PAGE>
million at December 31, 1998. This increase was due to net income of $3.2
million, which was offset by a decrease in accumulated other comprehensive
income that consisted of unrealized losses on the investment portfolio of
$1.9 million during the six months ended June 30, 1999.
DESCRIPTION OF RATIOS ANALYZED
In the analysis of our results that follows, we refer to various
financial ratios that investors use to analyze and compare the results of
insurance companies. These ratios include:
-LOSS RATIO-This ratio compares our insurance losses to our net
premiums earned and indicates how much we are paying to
policyholders for claims compared to the amount of premiums we are
receiving from them. We discuss three components of the loss ratio
that relate to the three categories of insurance losses in our
business: automobile liability losses, automobile physical damage
losses and homeowners losses. The lower the percentage, the more
profitable our insurance business is.
-UNDERWRITING EXPENSES RATIO-This ratio compares our expenses to
obtain new business and renew existing business to our net
premiums earned and is used to measure how efficient we are at
obtaining business. The lower the percentage, the more efficient
we are.
-COMBINED RATIO-This ratio compares (a) the sum of our expenses to
obtain new business and renew existing business, our insurance
losses and our expenses related to settling and adjusting claims
to (b) our net premiums earned. The lower the percentage, the more
profitable our insurance business is. If the percentage is higher
than 100%, our insurance business may not be profitable.
RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE
MONTHS ENDED JUNE 30, 1998
Net income for the three months ended June 30, 1999 was $2.1 million
compared to $1.7 million for the three months ended June 30, 1998. Overall, our
income from operations was $2.6 million for the three months ended June 30, 1999
compared to $2.2 million for the three months ended June 30, 1998. Expenses
relating to interest on the surplus note and management fees to Professionals
were $1.0 million for each of the three month periods.
Our direct premiums written were $31.7 million for the three months
ended June 30, 1999, an increase of $2.4 million, or 8.2%, compared to direct
premiums written of $29.3 million for the three months ended June 30, 1998.
Direct premiums written for automobile coverage were $28.2 million for the three
months ended June 30, 1999, an increase of 6.0% compared to $26.6 million for
the three months ended June 30, 1998. The increase in auto premiums reflects
policyholder growth and an increase in the value of autos being insured. The
number of insured vehicles increased 4.9% to 160,718 at June 30, 1999 from
153,164 at June 30, 1998. Our homeowners business also continued to increase.
Direct premiums written for homeowners were $3.5 million for the three months
ended June 30, 1999, an increase of 30%, compared to $2.7 million for the three
months ended June 30, 1998. The increase in homeowners premiums was due to
policyholder growth, a 7.6% rate increase that went into effect October 1, 1998
and an
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<PAGE>
increase in the value of homes being insured. The number of homeowner
policies in force increased 18.9% to 32,261 at June 30, 1999 from 27,127 at
June 30, 1998.
Net premiums written were $19.3 million for the three months ended June
30, 1999, an increase of 7.2% compared to $18.0 million for the three months
ended June 30, 1998. The increase in net premiums written was comparable to the
increase in direct premiums written. Net premiums earned were $17.0 million for
the three months ended June 30, 1999, an increase of 6.9%, compared to $15.9
million for the three months ended June 30, 1998. Net premiums earned have
lagged the increase in net premiums written due to the business growth.
Total loss and loss adjustment expenses were $11.6 million for the
three months ended June 30, 1999, compared to $11.4 million for the three months
ended June 30, 1998. Overall, our loss ratio for the three months ended June 30,
1999 was 56.9% compared to 60.0% for the three months ended June 30, 1998. The
higher loss ratio for the three months ended June 30, 1998 compared to 1999 was
due to the homeowner losses resulting from a May 1998 Michigan wind storm. The
homeowner loss ratio for the second quarter 1999 was 97.9% and for the second
quarter 1998 was 125.8%. The loss experience from auto business has remained
stable and favorable. The auto liability loss ratio for the second quarter 1999
was 46.8% and for the second quarter 1998 was 50.7%. The auto physical damage
loss ratio for the second quarter 1999 was 56.0% and for the second quarter 1998
was 57.4%. Our combined ratio was 90.0% for three months ended June 30, 1999,
compared to 93.2% for the three months ended June 30, 1998.
Policy acquisition and underwriting expenses were $3.7 million for the
three months ended June 30, 1999, compared to $3.5 million for the same period
of 1998. The underwriting expenses ratio decreased to 21.7% for the three months
ended June 30, 1999, from 21.8% for the three months ended June 30, 1998. Under
the management services agreement, Professionals provides MEEMIC with consulting
and information system management services. In performing these services,
Professionals has employed and compensates the president and the chief
information officer of MEEMIC. These officers currently spend 95% and 80% of
their time, respectively, working at MEEMIC. Management fees were approximately
$0.5 million for each of the three month periods. Following the conversion on
July 1, 1999, the management services agreement was terminated. The cancellation
of the management services agreement combined with the additional salaries and
expenses needed to replace the services performed by Professionals is expected
to increase after-tax earnings by approximately $1 million annually over the
remaining 8 years of the agreement.
Net investment income, before interest expense and excluding realized
investment gains, was $1.8 million for each of the three months ended June 30,
1999 and 1998. Interest expense on the surplus note was $0.5 million for each of
the three months ended June 30, 1999 and 1998. Gross realized gains were $2,484
and $0 for the three months ended June 30, 1999 and 1998, respectively. Gross
realized losses were $21,498 and $116 for the three months ended June 30, 1999
and 1998, respectively. The annualized total rate of return, which includes both
income and changes in market value of securities, was -1.20% for the three
months ended June 30, 1999 and was 6.80% for the three months ended June 30,
1998. The reduction of the return in the second quarter 1999 compared to the
same period in 1998 was due to a reduction in security market values resulting
from higher interest rates.
-13-
<PAGE>
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS
ENDED JUNE 30, 1998
Net income for the six months ended June 30, 1999 was $3.2 million
compared to $3.4 million for the six months ended June 30, 1998. Overall, our
income from operations was $4.6 million for each of the six months ended June
30, 1999 and 1998. Expenses relating to interest on the surplus note and
management fees to Professionals were $1.9 million for each of the six month
periods.
Our direct premiums written were $59.9 million for the six months ended
June 30, 1999, an increase of $4.5 million, or 8.1%, compared to direct premiums
written of $55.4 million for the six months ended June 30, 1998. Direct premiums
written for automobile coverage were $54.1 million for the six months ended June
30, 1999, an increase of 5.9% compared to $51.1 million for the six months ended
June 30, 1998. The increase in auto premiums reflects policyholder growth and an
increase in the value of autos being insured. The number of insured vehicles
increased 4.9% to 160,718 at June 30, 1999 from 153,164 at June 30, 1998. Our
homeowners business also continued to increase. Direct premiums written for
homeowners were $5.8 million for the six months ended June 30, 1999, an increase
of 34.9%, compared to $4.3 million for the six months ended June 30, 1998. The
increase in homeowners premiums was due to policyholder growth, a 7.6% rate
increase that went into effect October 1, 1998 and an increase in the value of
homes being insured. The number of homeowner policies in force increased 18.9%
to 32,261 at June 30, 1999 from 27,127 at June 30, 1998.
Net premiums written were $35.4 million for the six months ended June
30, 1999, an increase of 8.3% compared to $32.7 million for the six months ended
June 30, 1998. The increase in net premiums written was comparable to the
increase in direct premiums written. Net premiums earned were $33.8 million for
the six months ended June 30, 1999, an increase of 7.3%, compared to $31.5
million for the six months ended June 30, 1998. Net premiums earned have lagged
the increase in net premiums written due to the business growth.
Total loss and loss adjustment expenses were $24.1 million for the six
months ended June 30, 1999, compared to $21.9 million for the six months ended
June 30, 1998. Overall, our loss ratio for the six months ended June 30, 1999
was 60.1% compared to 58.4% for the six months ended June 30, 1998. The higher
loss ratio for the six months ended June 30, 1999 compared to 1998 was due to
the homeowner losses resulting from a January 1999 Michigan winter storm. The
homeowner loss ratio for the six months ended June 30, 1999 was 126.3% compared
to 90.3% for the six months ended June 30, 1998. As a result of that storm, we
incurred $1.9 million in direct losses, $1.1 million in net losses after quota
share reinsurance, and 932 reported homeowner claims. The loss experience from
auto business has remained stable and favorable. The auto liability loss ratio
for the six months ended June 30, 1999 was 45.5% compared to 52.3% for the six
months ended June 30, 1998. The auto physical damage loss ratio for the six
months ended June 30, 1999 was 58.1% compared to 58.0% for the six months ended
June 30, 1998. Our combined ratio was 92.1% for the six months ended June 30,
1999, compared to 91.9% for the six months ended June 30, 1998.
Policy acquisition and underwriting expenses were $7.0 million for each
of the six months ended June 30, 1999 and 1998. The underwriting expenses ratio
decreased to 20.1% for the six months ended June 30, 1999, from 22.3% for the
six months ended June 30, 1998. The reduction in 1999 was due primarily to
higher deferred acquisition costs in 1997 that were expensed in 1998, compared
to lower deferred acquisition costs in 1998 that were expensed in 1999. Under
the management services agreement, Professionals provides MEEMIC with consulting
and information system management services. In performing these services,
Professionals has employed and compensates the president and the chief
information officer of
-14-
<PAGE>
MEEMIC. These officers currently spend 95% and 80% of their time,
respectively, working at MEEMIC. Management fees were approximately $1.0
million for each of the six month periods. Following the conversion on July
1, 1999, the management services agreement was terminated. The cancellation
of the management services agreement combined with the additional salaries
and expenses needed to replace the services performed by Professionals is
expected to increase after-tax earnings by approximately $1 million annually
over the remaining 8 years of the agreement.
Net investment income, before interest expense and excluding realized
investment gains, was $3.5 million for each of the six months ended June 30,
1999 and 1998. Interest expense on the surplus note was $0.9 million for each of
the six months ended June 30, 1999 and 1998. Gross realized gains were $18,940
and $477 for the six months ended June 30, 1999 and 1998, respectively. Gross
realized losses were $21,498 and $116 for the six months ended June 30, 1999 and
1998, respectively. The annualized total rate of return, which includes both
income and changes in market value of securities, was 0.97% for the six months
ended June 30, 1999 and was 6.07% for the six months ended June 30, 1998. The
reduction of the return in the second quarter 1999 compared to the same period
in 1998 was due to a reduction in security market values resulting from higher
interest rates.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of cash are from premiums, investment income and
proceeds from maturities of portfolio investments. The principal uses of cash
are for payments of claims, commissions, taxes, operating expenses and purchases
of investments. Cash flow and liquidity are managed in order to meet anticipated
short-term payment obligations, and to maximize opportunities to earn interest
on those funds not immediately required.
The net increase in cash was $1,720,851 for the six months ended June
30, 1999 compared to $3,396,588 for the six months ended June 30, 1998. The $1.7
million difference in cash reflects repayment on liabilities related to the 1997
acquisition of MEEMIC's sales force agency. Cash provided by operations for the
six months ended June 30, 1999 was $5,793,520 compared to $8,126,284 for the six
months ended June 30, 1998. The $2.3 million difference in cash provided by
operations for the six months ended June 30, 1999 compared to the six months
ended June 30, 1998 was primarily due to more loss and loss adjustment expenses
being paid in 1999 compared to 1998 as a result of the January 1999 winter
storm. As a result of a greater amount of cash being used to pay for the 1999
storm losses, the net cash used in investing activities for the six months ended
June 30, 1999 was correspondingly lower than for the six months ended June 30,
1998.
MEEMIC completed its conversion to a stock company on July 1, 1999 to
provide a source of capital for growth and expansion of its current auto and
homeowner products, as well as provide capacity for new product lines. Pursuant
to the plan of conversion, Professionals Group (Nasdaq: PICM) converted a
surplus note into stock and fulfilled its obligations as a standby purchaser in
MEEMIC Holdings, Inc.'s subscription offering. As a result, Professionals Group
owns approximately 77% of the issued and outstanding shares of MEEMIC Holdings,
Inc.
-15-
<PAGE>
As a result of the conversion and repayment of the surplus note,
various agreements between Professionals Group, its wholly owned subsidiary -
ProNational Insurance Company (ProNational) and MEEMIC were terminated. The
changes are as follows:
- - Effective July 1, 1999, the management services agreement between
Professionals Group and MEEMIC was terminated. The cancellation of this
agreement, combined with the additional salaries and expenses needed to
replace those services is expected to increase MEEMIC's after-tax earnings
by approximately $1 million annually.
- - The quota share reinsurance agreement between MEEMIC and ProNational was
terminated. Effective July 1, 1999, MEEMIC will now retain approximately
$45 million in annual premiums that had previously been ceded to
ProNational on a quota share basis.
- - On July 1, 1999, MEEMIC retired its $21.5 million surplus note with
Professionals Group in exchange for MEEMIC Holdings, Inc. common stock. The
retirement of this debt will save MEEMIC $1.8 million in annual interest
expense.
The conversion, after repayment of debt, yielded net proceeds of
approximately $32 million. The net proceeds will be invested and used to support
additional premium writings.
EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards, or SFAS, No. 133 "Accounting for Derivative
Instruments and Hedging Activities" which is effective for fiscal quarters of
all fiscal years beginning after June 15, 2000. SFAS No. 133 requires that all
derivative instruments be recorded on the balance sheet at fair value. Changes
in the fair value of derivatives are recorded each period in current earnings or
other comprehensive income, depending on whether a derivative is designated as
part of a hedge transaction, and if it is, the type of hedge transaction. As
MEEMIC does not use derivative instruments, we anticipate that the adoption of
SFAS No. 133 will not affect the results of operations or financial position of
MEEMIC.
YEAR 2000 COMPLIANCE
MEEMIC has completed an assessment of its computer programs and
personal computer software and has determined that all significant systems are
Year 2000 compliant. MEEMIC has incurred approximately $2 million for the
purchase of a new computer system for business processing, enhancement of its
telephone system, installation of new forms processing software and equipment
and upgrading its financial reporting systems, and does not anticipate incurring
additional remediation or assessment costs. These measures improve operating
efficiencies and are Year 2000 compliant. The purchase of these new systems has
not required MEEMIC to incur specific Year 2000 remediation expenses.
Additionally, MEEMIC has conducted Year 2000 investigation and testing with its
major third party vendors' software and hardware and has determined that all
significant hardware and software is Year 2000 compliant. MEEMIC is in the
process of assessing Year 2000 readiness of the leased office space that MEEMIC
occupies and expects to complete its assessment by September 30, 1999. In the
event that the office space is not year 2000 compliant, MEEMIC will activate its
offsite disaster recovery location, which has been determined to be Year 2000
compliant. While MEEMIC believes that Year 2000 compliance issues have been
reasonably addressed, both internally and externally, no assurances can be given
that all entities with whom MEEMIC does business will be Year 2000 compliant.
The foregoing disclosure contains information regarding Year 2000 readiness
which constitutes a "Year 2000 Readiness Disclosure" as defined in the Year 2000
Readiness Disclosure Act.
-16-
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MANAGEMENT OF MARKET RISK
Market risk is the risk of loss due to adverse changes in market rates
and prices. Our primary market risk exposure is to changes in interest rates.
The active management of interest rate risk is essential to our operations.
We manage market risk through an investment committee consisting of
senior officers of MEEMIC, consultants and a professional investment advisor.
The committee periodically measures the impact that an instantaneous rise in
interest rates would have on the fair value of securities. The committee also
measures the duration, or interest rate sensitivity, of a fixed income security
or portfolio. Our investment policy limits the duration of our portfolio to a
maximum of 300% of the duration of our liabilities.
We are vulnerable to interest rate risk because, like other insurance
companies, we invest primarily in fixed maturity securities, which are
interest-sensitive assets. The Company does not invest in fixed maturity
securities for trading purposes. Mortgage-backed securities, which make up
approximately 20% of our investment portfolio, are particularly susceptible to
interest rate changes. We invest primarily in classes of mortgage-backed
securities that are less subject to prepayment risk and, as a result, somewhat
less susceptible to interest rate risk than other mortgage-backed securities.
Our investment portfolio was valued at $122 million at June 30, 1999
and had a duration of 3.16 years. The following table shows the effects of a
change in interest rate on the fair value and duration of our portfolio. We have
assumed an immediate increase or decrease of 1% or 2% in interest rate. You
should not consider this assumption or the values shown in the table to be a
prediction of actual future results.
<TABLE>
<CAPTION>
PORTFOLIO CHANGE MODIFIED
CHANGE IN RATES VALUE IN VALUE DURATION
--------------- --------- -------- --------
(dollars in thousands)
<S> <C> <C> <C>
+2% . . . . . . . . . . . . . . . . . . . . . . $114,021 $(7,906) 3.14
+1% . . . . . . . . . . . . . . . . . . . . . . $117,875 $(4,052) 3.21
0% . . . . . . . . . . . . . . . . . . . . . . $121,927 3.16
-1% . . . . . . . . . . . . . . . . . . . . . . $125,887 $ 3,960 2.70
-2% . . . . . . . . . . . . . . . . . . . . . . $129,137 $ 7,210 2.49
</TABLE>
The other financial instruments, which include cash, premiums due from
reinsurers and accrued investment income, do not produce a significant
difference in fair value when included in the market risk analysis due to their
short-term nature. The payable related to acquisition is not significantly
affected by market risk as the discount rate for early extinguishment is fixed.
-17-
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On July 1, 1999 MEEMIC converted to a stock insurance company and
completed the offering of shares in MEEMIC Holdings, Inc. (Nasdaq: MEMH). MEEMIC
policyholders subscribed for 1,533,983 shares of common stock in MEEMIC Holdings
and Professionals Group, Inc. (Nasdaq: PICM) fulfilled its obligations as
standby purchaser by purchasing 2,763,308 shares in the subscription offering.
In addition, pursuant to the plan of conversion, Professional Group converted
the $21.5 million surplus note (plus accrued interest) of MEEMIC owned by
Professionals Group into 2,302,209 shares of MEEMIC Holdings. As a result,
Professionals Group owns 5,065,517, or approximately 77%, of the 6,599,500
issued and outstanding shares of MEEMIC Holdings.
The proceeds of the offering were $42,972,910, before estimated
offering costs of $700,000 and a donation to the MEEMIC Foundation of $500,000.
Holdings' net proceeds from this offering, except $3 million, were exchanged for
all of the capital stock of MEEMIC. The net proceeds retained by Holdings will
be available for a variety of corporate purposes, including additional capital
contributions, future acquisitions and diversification of business. MEEMIC will
use $39 million of the net proceeds as follows: Approximately $10 million will
be used to repay debt related to the 1997 acquisition of MEEMIC's sales force
agency and $29 million will be invested and used to support additional premium
writings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
Exhibit Number Exhibit Description
-------------- -------------------
27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
-18-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEEMIC Holdings, Inc.
DATE: August 11, 1999 /s/ Christine C. Schmitt
---------------------------------------
Christine C. Schmitt
Treasurer and Chief Financial Officer
(as Chief Financial Officer and on
behalf of the registrant)
-19-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF MICHIGAN EDUCATIONAL
EMPLOYEES MUTUAL INSURANCE COMPANY AND SUBSIDIARY AS OF JUNE 30, 1999 AND FOR
THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<DEBT-HELD-FOR-SALE> 121,926,696
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 123,835,511
<CASH> 5,698,453
<RECOVER-REINSURE> 6,669,528
<DEFERRED-ACQUISITION> 335,934
<TOTAL-ASSETS> 243,520,937
<POLICY-LOSSES> 94,633,751
<UNEARNED-PREMIUMS> 33,172,891
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 37,717,331
0
0
<COMMON> 0
<OTHER-SE> 53,472,069
<TOTAL-LIABILITY-AND-EQUITY> 243,520,937
33,769,688
<INVESTMENT-INCOME> 3,519,146
<INVESTMENT-GAINS> (2,558)
<OTHER-INCOME> 773,763
<BENEFITS> 24,062,152
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 7,036,457
<INCOME-PRETAX> 4,586,302
<INCOME-TAX> 1,537,278
<INCOME-CONTINUING> 3,049,024
<DISCONTINUED> 0
<EXTRAORDINARY> 127,286
<CHANGES> 0
<NET-INCOME> 3,176,310
<EPS-BASIC> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
