FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended ___________March 31, 1997______________
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 ___________1-6026________________________________
_______________________The Midland Company______________________________
(Exact name of registrant as specified in its charter)
_____Incorporated in Ohio___________________ __________31-0742526______
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
7000 Midland Boulevard, Amelia, Ohio 45102-2607
(Address of principal executive offices)
(Zip Code)
(513) 943-7100
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes____X____. No_________.
The number of common shares outstanding as of March 31, 1997 was
3,110,104.
<PAGE>
PART I. FINANCIAL INFORMATION
THE MIDLAND COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(Unaudited)
Mar. 31, Dec. 31,
ASSETS 1997 1996
--------------- ---------------
CASH $ 4,644,000 $ 3,617,000
MARKETABLE SECURITIES:
Fixed income (cost, $324,102,000 at March 31,
1997 and $333,259,000 at December 31, 1996) 322,308,000 335,675,000
Equity (cost, $32,048,000 at March 31, 1997 and
$30,931,000 at December 31, 1996) 72,059,000 64,787,000
--------------- ---------------
Total 394,367,000 400,462,000
--------------- ---------------
RECEIVABLES:
Accounts receivable 59,644,000 59,250,000
Less allowance for losses 1,301,000 1,301,000
--------------- ---------------
Net 58,343,000 57,949,000
--------------- ---------------
REINSURANCE RECOVERABLES AND
PREPAID REINSURANCE PREMIUMS 47,469,000 52,805,000
--------------- ---------------
INVENTORY - SPORTSWEAR DIVISION 13,898,000 13,329,000
--------------- ---------------
PROPERTY, PLANT AND EQUIPMENT - AT COST 137,593,000 124,672,000
Less accumulated depreciation and amortization 43,183,000 42,997,000
--------------- ---------------
Property, Plant and Equipment - Net 94,410,000 81,675,000
--------------- ---------------
DEFERRED INSURANCE POLICY ACQUISITION COSTS 45,165,000 45,342,000
--------------- ---------------
OTHER ASSETS 4,581,000 4,360,000
--------------- ---------------
TOTAL $ 662,877,000 $ 659,539,000
=============== ===============
See notes to the consolidated financial statements.
<PAGE>
THE MIDLAND COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(Unaudited)
Mar. 31, Dec. 31,
LIABILITIES & SHAREHOLDERS' EQUITY 1997 1996
--------------- ---------------
NOTES PAYABLE WITHIN ONE YEAR:
Banks $ 30,000,000 $ 28,000,000
Commercial paper 4,805,000 4,700,000
--------------- ---------------
Total 34,805,000 32,700,000
--------------- ---------------
INSURANCE COMMISSIONS PAYABLE 12,200,000 13,821,000
--------------- ---------------
OTHER PAYABLES AND ACCRUALS 41,166,000 42,819,000
--------------- ---------------
FUNDS HELD UNDER REINSURANCE AGREEMENTS
AND REINSURANCE PAYABLES 25,418,000 26,949,000
--------------- ---------------
UNEARNED INSURANCE PREMIUMS 203,418,000 208,417,000
--------------- ---------------
INSURANCE LOSS RESERVES 100,712,000 95,830,000
--------------- ---------------
DEFERRED FEDERAL INCOME TAX 17,440,000 16,845,000
--------------- ---------------
LONG-TERM DEBT 63,859,000 62,470,000
--------------- ---------------
SHAREHOLDERS' EQUITY:
Common stock (issued and outstanding:
3,110,000 shares at March 31, 1997 and
3,042,000 shares at December 31, 1996
after deducting treasury stock of 533,000
shares and 601,000 shares, respectively) 911,000 911,000
Additional paid-in capital 15,456,000 14,846,000
Retained earnings 140,970,000 138,423,000
Net unrealized gain on marketable securities 24,850,000 23,587,000
Treasury stock - at cost (14,736,000) (16,621,000)
Unvested restricted stock awards (3,592,000) (1,458,000)
--------------- ---------------
Total 163,859,000 159,688,000
--------------- ---------------
TOTAL $ 662,877,000 $ 659,539,000
=============== ===============
See notes to the consolidated financial statements.
<PAGE>
THE MIDLAND COMPANY
AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME (Unaudited)
FOR THE THREE-MONTHS ENDED MARCH 31, 1997 AND 1996
1997 1996
--------------- ---------------
REVENUES:
Insurance $ 82,402,000 $ 72,844,000
Transportation 7,569,000 7,330,000
Sportswear 5,060,000 5,744,000
Other 56,000 144,000
--------------- ---------------
Total 95,087,000 86,062,000
--------------- ---------------
COSTS AND EXPENSES:
Insurance:
Losses and loss adjustment expenses 41,599,000 46,151,000
Commissions and other policy acquisition costs 21,883,000 21,459,000
Operating and administrative expenses 11,634,000 8,350,000
Transportation operating expenses 7,045,000 8,811,000
Sportswear operating expenses 6,624,000 7,346,000
Interest expense 1,391,000 1,426,000
Other operating and administrative expenses 785,000 1,187,000
--------------- ---------------
Total 90,961,000 94,730,000
--------------- ---------------
INCOME (LOSS) BEFORE FEDERAL INCOME TAX 4,126,000 (8,668,000)
PROVISION (CREDIT) FOR FEDERAL INCOME TAX 1,035,000 (3,424,000)
--------------- ---------------
NET INCOME (LOSS) $ 3,091,000 $ (5,244,000)
=============== ===============
EARNINGS (LOSS) PER SHARE OF COMMON STOCK $ 1.01 $ (1.70)
=============== ===============
CASH DIVIDENDS PER SHARE OF COMMON STOCK $ .175 $ .165
=============== ===============
See notes to the consolidated financial statements.
<PAGE>
THE MIDLAND COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
FOR THE THREE-MONTHS ENDED MARCH 31, 1997 AND 1996
1997 1996
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 3,091,000 $ (5,244,000)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 2,345,000 2,162,000
Decrease (increase) in reinsurance
recoverables and prepaid reinsurance
premiums 5,336,000 (4,842,000)
Decrease in unearned insurance premiums (4,999,000) (3,792,000)
Increase in insurance loss reserves 4,882,000 16,153,000
Increase (decrease) in other payables and
accruals (1,696,000) 160,000
Decrease in insurance commissions payable (1,621,000) (4,137,000)
Increase (decrease) in funds held under
reinsurance agreements and reinsurance
payables (1,531,000) 257,000
Decrease (increase) in inventory-sportswear
division (569,000) 1,758,000
Increase in net accounts receivable (394,000) (114,000)
Increase in other assets (221,000) (520,000)
Decrease in deferred insurance policy
acquisition costs 177,000 1,659,000
Decrease in deferred federal income tax (87,000) (38,000)
Other-net 170,000 629,000
--------------- ---------------
Net cash provided by operating activities 4,883,000 4,091,000
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities (61,798,000) (29,004,000)
Decrease in cash equivalent marketable securities 34,536,000 16,491,000
Sale of marketable securities 26,752,000 14,927,000
Acquisition of property, plant and equipment (15,523,000) (2,275,000)
Maturity of marketable securities 8,326,000 6,911,000
Sale of property, plant and equipment 762,000 233,000
--------------- ---------------
Net cash provided by (used in) investing
activities (6,945,000) 7,283,000
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt 2,300,000 -
Increase (decrease) in net short-term borrowings 2,105,000 (12,279,000)
Repayment of long-term debt (821,000) (659,000)
Dividends paid (501,000) (468,000)
Issuance of treasury stock 96,000 30,000
Payment of capitalized lease obligations (90,000) (82,000)
--------------- ---------------
Net cash used in financing activities 3,089,000 (13,458,000)
--------------- ---------------
NET INCREASE (DECREASE) IN CASH 1,027,000 (2,084,000)
CASH AT BEGINNING OF PERIOD 3,617,000 6,385,000
--------------- ---------------
CASH AT END OF PERIOD $ 4,644,000 $ 4,301,000
=============== ===============
See notes to the consolidated financial statements.
<PAGE>
THE MIDLAND COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of The Midland
Company and subsidiaries (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete annual financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Financial information as of December 31, 1996 has been derived from
the audited consolidated financial statements of the Company. Revenue and
operating results for the three-month period ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997. For further information, refer to the audited consolidated
financial statements and footnotes thereto for the year ended December 31, 1996
included in the Company's Annual Report on Form 10-K.
Certain reclassifications (minor in nature) have been made to the 1996 amounts
to conform to 1997 classifications.
2. EARNINGS PER SHARE
Earnings per share (EPS) of common stock are computed by dividing net income by
the weighted average number of shares and share equivalents (which considers
stock options and restricted stock awards) outstanding during the period. Such
weighted average numbers outstanding used for EPS calculations were as follows:
For Primary EPS For Fully Diluted EPS
----------------- -----------------------
Three months ended March 31:
1997 3,061,000 3,065,000
1996 3,079,000 3,081,000
Statement of Financial Accounting Standards No. 128 has been issued and will
require companies to change the method of calculating earnings per share. This
statement is effective for financial statements for both interim and annual
periods ending after December 15, 1997 and early application is not permitted.
On a proforma basis, the Company's basic and diluted earnings per share
calculated in accordance with the Statement would respectively be: first
quarter, 1997 - $1.04 and $1.01; first quarter, 1996 - ($1.78) and ($1.78).
3. INCOME TAXES
The federal income tax provisions for the three-month periods ended March 31,
1997 and 1996 are different from amounts derived by applying the statutory tax
rates to income before federal income tax as follows:
1997 1996
----------- ------------
Federal income tax (credit) at statutory rate $1,444,000 $(3,034,000)
Tax effect of:
Tax exempt interest and excludable dividend income (378,000) (442,000)
Investment tax credits (91,000) (43,000)
Other - net 60,000 95,000
----------- ------------
Provision (credit) for federal income tax $1,035,000 $(3,424,000)
=========== ============
4. CONTINGENCIES
As discussed in Note 12 of the Company's financial statements for the year ended
December 31, 1996, there are certain potential or actual legal claims pending
against the Company; the most recent related significant activities are
described in Part II, Item 1 of this Form 10-Q.
5. SUPPLEMENTAL CASH FLOW DISCLOSURES
The Company paid interest of $1,752,000 and $1,405,000 in the first three months
of 1997 and 1996, respectively. The Company received a tax refund of $555,000
during the first three months of 1997 and no income taxes were paid in the first
three months of 1996. In January, 1997, the Company issued 65,350 shares of
treasury stock under a restricted stock award program that relieved treasury
stock by approximately $1,808,000 and also increased additional paid-in capital
by approximately $626,000.
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
The Midland Company:
We have reviewed the accompanying consolidated balance sheet of The Midland
Company and subsidiaries as of March 31, 1997, and the related consolidated
statements of income and of cash flows for the three-month periods ended
March 31, 1997 and 1996. These financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Midland Company and
subsidiaries as of December 31, 1996, and the related consolidated statements of
income and retained earnings and of cash flows for the year then ended (not
presented herein); and in our report dated February 13, 1997, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet as of
December 31, 1996 is fairly stated, in all material respects, in relation to the
consolidated financial statements from which it has been derived.
Deloitte & Touche LLP
Cincinnati, Ohio
April 17, 1997
<PAGE>
THE MIDLAND COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A detailed discussion of the Company's liquidity and capital resources
is included in the 1996 Annual Report on Form 10-K. Except as discussed below,
no significant changes have taken place since that date and, accordingly, the
discussion is not repeated here.
Insurance revenues increased in the first quarter of 1997 as compared to
the first quarter of 1996 primarily due to the continued growth in the Company's
property and casualty core products. Insurance losses and loss adjustment
expenses decreased in the first quarter of 1997 compared to the first quarter of
1996 due to a significant decrease in weather related catastrophe losses. This
significant decrease in catastrophe losses was primarily responsible for the
improved operating results of the insurance operations during the first quarter
of 1997 as compared to the comparable quarter in 1996. The loss ratio (ratio of
losses to net premiums earned) of the property and casualty insurance companies
was only 55.4% during the first quarter of 1997 as compared to 68.3% during the
first quarter of 1996. The severe flooding that affected the midwestern United
States during March of 1997 negatively impacted the earnings of the Company's
insurance operations. These catastrophe losses reduced the Company's net
earnings by approximately $4,150,000, $1.35 per common share, on an after-tax
basis.
Transportation revenues increased slightly in the first quarter of 1997
as compared to the first quarter of 1996, and the operating performance of the
transportation subsidiary improved significantly in the first quarter of 1997 as
compared to the comparable quarter in 1996 due to a reduction in transportation
expenses. Transportation expenses decreased during the first quarter of 1997 as
compared to the first quarter of 1996 due primarily to a $2.3 million pre-tax
reduction in litigation costs.
Sportswear revenues decreased in the first quarter of 1997 as compared
to the first quarter of 1996 due to a decrease in closeout sales, however, first
quality sales actually increased during the first quarter of 1997 as compared to
the comparable 1996 quarter. Gross margins improved in 1997 somewhat as
compared to 1996. As a result, the operating performance of the sportswear
subsidiary in the first quarter of 1997 was comparable to the 1996 first
quarter.
The increase in fixed assets was due primarily to the transportation
subsidiary's acquisition of 41 barges for $11.9 million.
The decreases in reinsurance recoverables and prepaid reinsurance
premiums as well as unearned insurance premiums are primarily related to the
Company's decision to curtail writing certain lines of business.
Insurance loss reserves increased due to the losses incurred by the
severe flooding in March, 1997.
<PAGE>
PART II. OTHER INFORMATION
THE MIDLAND COMPANY
AND SUBSIDIARIES
MARCH 31, 1997
Item 1. Legal Proceedings
Reference is made to Item 1 of the March 31, 1996
Registrant's Form 10-Q concerning criminal and related civil
litigation against M/G Transport Services, Inc., a
subsidiary of the Registrant. Sentencing in the criminal
litigation has not yet occurred.
Item 2. Change in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a.) Exhibit 15 - Letter re: Unaudited Interim Financial Information
b.) Exhibit 27 - Financial Data Schedule
c.) Reports on Form 8-K - None.
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 dully authorized.
THE MIDLAND COMPANY
Date ___April 17, 1997__________ s/Michael J. Conaton_________________
Michael J. Conaton, President
and Chief Operating Officer
Date ___April 17, 1997__________ s/John I. Von Lehman_________________
John I. Von Lehman, Executive Vice President,
Treasurer and Chief Financial Officer
<PAGE>
EXHIBIT 15
LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
The Midland Company:
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of The Midland Company and subsidiaries for the periods ended March
31, 1997 and 1996, as indicated in our report dated April 17, 1997; because we
did not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, is
incorporated by reference in Registration Statements No. 33-64821 on Form S-3
and No. 33-48511 on Form S-8.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
Deloitte & Touche LLP
Cincinnati, Ohio
April 17, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,644,000
<SECURITIES> 394,367,000
<RECEIVABLES> 107,113,000
<ALLOWANCES> 1,301,000
<INVENTORY> 13,898,000
<CURRENT-ASSETS> 0
<PP&E> 137,593,000
<DEPRECIATION> 43,183,000
<TOTAL-ASSETS> 662,877,000
<CURRENT-LIABILITIES> 0
<BONDS> 63,859,000
<COMMON> 911,000
0
0
<OTHER-SE> 162,948,000
<TOTAL-LIABILITY-AND-EQUITY> 662,877,000
<SALES> 5,058,000
<TOTAL-REVENUES> 95,087,000
<CGS> 4,993,000
<TOTAL-COSTS> 83,792,000
<OTHER-EXPENSES> 785,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,391,000
<INCOME-PRETAX> 4,126,000
<INCOME-TAX> 1,035,000
<INCOME-CONTINUING> 3,091,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,091,000
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.01
</TABLE>
