<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 Period Ended September 30, 1996
------------------
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 0-21230
-------
Midwest Medical Insurance Holding Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1625287
------------------------ --------------------------
(State or other jurisdiction (I.R.S. Employer of
incorporation or organization) Identification No.)
6600 France Ave., So., Suite 245
Minneapolis, Minnesota 55435-1891
- --------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
612-922-5445
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods 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 issuer's classes of common
stock, as of September 30, 1996:
Class A Common Stock $.01 Par Value 117,134 shares
Class B Common Stock $1,000 Par Value-1 share
1
<PAGE>
INDEX
Midwest Medical Insurance Holding Company
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets-September 30, 1996 and December 31,
1995
Condensed consolidated statements of income-Three months ended September
30, 1996 and 1995; Nine months ended September 30, 1996 and 1995
Condensed consolidated statements of cash flows-Nine months ended September
30, 1996 and 1995
Notes to condensed consolidated financial statements-September 30, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signatures
2
<PAGE>
Part I. Financial Information
Item 1. - Financial Statements
MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARY
Condensed Consolidated Balance Sheet
(Dollars in thousands)
September 30 December 31
1996 1995
------------ -----------
ASSETS (Unaudited) (Note)
Fixed maturity investments at fair value
(Amortized cost: 1996 $181,541;
1995 $174,540) $183,359 $182,817
Equity securities at fair value(cost:
1996 $19,875; 1995 $17,670) 34,682 28,311
Short-term investments 9,279 15,015
Cash (991) 704
Uncollected premiums - Note C 8,018 1,027
Ceded unearned premium 1,375 6
Accrued investment income 2,638 2,875
Reinsurance recoverable 22,114 25,112
Deferred income tax 3,101 2,304
Other assets 3,605 6,413
------------ -----------
$267,180 $264,584
------------ -----------
------------ -----------
LIABILITIES, REDEEMABLE STOCK AND OTHER
SHAREHOLDERS' EQUITY
LIABILITIES
Unpaid losses and loss adjust. expenses $111,459 $120,264
Unearned premiums - Note C 16,764 7,033
Amounts due reinsurers 9,333 7,818
Retrospective premiums 10,248 10,864
Other liabilities 4,293 8,338
------------ -----------
$152,097 $154,317
------------ -----------
REDEEMABLE STOCK
Class A Common Stock 6,597 6,974
Class B Common Stock 1 1
------------ -----------
6,598 6,975
------------ -----------
OTHER SHAREHOLDERS' EQUITY 108,485 103,292
------------ -----------
$267,180 $264,584
------------ -----------
------------ -----------
Note: The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See notes to condensed consolidated financial statements.
3
<PAGE>
MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARY
Condensed Consolidated Statements of Income
(Dollars in thousands, except per share dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30 September 30
---------------------- ---------------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues:
Net premiums earned $ 23,479 $ 26,452 $ 2,794 $ 9,629
Net investment income 9,085 9,233 2,977 3,112
Realized capital gains 1,704 1,626 751 913
-------- -------- -------- --------
$ 34,268 $ 37,311 $ 6,522 $ 13,654
Losses and expenses
Losses and loss adj. exp. $ 21,484 $ 26,309 $ 4,336 $ 9,408
Other underwriting expenses 4,987 4,144 1,558 1,359
-------- -------- -------- --------
$ 26,471 $ 30,453 $ 5,894 $ 10,767
-------- -------- -------- --------
Income before income taxes $ 7,797 $ 6,858 $ 628 $ 2,887
Income taxes - Note B $ 1,110 $ 2,433 $ (1,610) $ 934
-------- -------- -------- --------
Net income before
extraordinary item $ 6,687 $ 4,425 $ 2,238 $ 1,953
-------- -------- -------- --------
Extraordinary charge for
demutualization, net of tax $ 0 $ 170 $ 0 $ 57
-------- -------- -------- --------
Net income $ 6,687 $ 4,255 $ 2,238 $ 1,896
-------- -------- -------- --------
-------- -------- -------- --------
Income per common share and
common share equivalent $ 52.43 $ 33.90 $ 17.55 $ 15.11
-------- -------- -------- --------
-------- -------- -------- --------
Number of shares used in per
share calculation 127,553 125,513 127,553 125,513
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Nine Months Ended
September 30
-----------------
1996 1995
---- ----
NET CASH PROVIDED BY OPERATING ACTIVITIES $ (1,693) $ (2,938)
---------- ---------
INVESTING ACTIVITIES
Purchases of fixed maturity investments and equity
securities (50,863) (45,663)
Sales of fixed maturity investments and equity
securities 29,781 48,891
Maturities of fixed maturity investments 15,950 3,490
Purchases of short-term investments, net 5,736 (5,270)
---------- ---------
604 1,448
---------- ---------
FINANCING ACTIVITIES
Redemption of Class A Common Stock (606) (324)
---------- ---------
INCREASE (DECREASE) IN CASH (1,695) (1,814)
Cash at beginning of year 704 1,527
---------- ---------
CASH AT JUNE 30 $ (991) $ (287)
---------- ---------
---------- ---------
See notes to condensed consolidated financial statements.
5
<PAGE>
MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 1996
NOTE A--BASIS OF PRESENTATION
On June 5, 1996 the Company completed a merger with Medical Liability Mutual
Insurance Company of Nebraska (MLM). MLM was merged with and into Midwest
Medical Insurance Company (MMIC) which is owned 100% by the Company. The merger
was accounted for on a pooling of interests basis. All prior period financial
statements have been restated to reflect the pooling. MLM represented less than
five percent of the assets, revenue and equity of the Company.
The accompanying unaudited condensed consolidated financial statements 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
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine month period ended September 30,
1996 are not necessarily indicative of the results that may be expected for the
year ended December 31, 1996. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Registrant Company and Subsidiaries' annual report on Form 10-K for the year
ended December 31, 1995.
NOTE B--INCOME TAXES
The Company calculates its income tax provision for interim periods by
estimating its annual effective tax rate and applying this rate to the income of
the interim period. The annual effective tax rate for the nine months ended
September 30, 1996 and 1995 is approximately 38% and 36% respectively and is due
primarily to the effects of tax-exempt income and state income taxes, net of
federal tax benefit. The nine months 1996 tax provision on the Statement of
Income has been reduced by a $1,852,000 refund received in May of 1996 due to
the filing of an amended 1992 federal income tax return.
NOTE C--UNEARNED PREMIUM and UNCOLLECTED PREMIUM
The majority, 92%, of the Company's insurance policies expire at December 31
and renew on January 1 of each year. The majority of the unearned premium
amount at September 30, 1996 represents three months of unearned premium for
every active policy renewed or newly written from January 1, 1996 through
September 30, 1996. Since most active policies expired on December 31, 1995,
there was no unearned premium at that date for those expired policies.
6
<PAGE>
Of the total unearned premium balance $7,033,000 at December 31, 1995, the
majority, $5,845,000, is a reserve for the issuance of free reporting
endorsements for policyholders at death, disability or retirement. That same
amount is also included in the unearned premium balance at September 30, 1996.
The increase in uncollected premium from December 31, 1995 to September 30,
1996, $6,991,000, is due to the renewal of most active policies on January 1.
The full years premium is recorded as written and collectible at January 1.
Premiums may be paid annually or quarterly. The majority of each years'
premium is collected during the year with very little uncollected at each
December 31.
7
<PAGE>
Item 2. -
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Capital Resources and Liquidity
- -------------------------------
The majority of the Company's assets, 85%, continue to be invested in bonds,
stocks and short-term instruments. The Company has adopted Statement of
Financial Accounting Standards (SFAS) No. 115 "Accounting for Certain
Investments in Debt and Equity Securities." The Company's investments in debt
and equity securities are classified as available for sale and therefore carried
at fair value with unrealized gains and losses, net of applicable taxes,
reflected as a separate component of equity. Prior to January 1, 1994 fixed
maturity investments were carried at the lower of aggregate amortized cost or
market and equities were carried at market.
Ninety-two percent of the Company's insurance policies renew on January 1 of
each year and expire on December 31. Premiums can be paid in full on January 1
or one-fourth at the beginning of each calendar quarter. At December 31 the
uncollected premiums are relatively low. The uncollected premium of $8,018,000
at September 30, 1996 represents that amount of the calendar year 1996 premium
for each policy renewed for one year on January 1, or newly written during
January, - September, 1996 which is not yet collected. Full 1996 premium for
all policies written as of September 30, 1996 totaled $42,238,000.
The increase in unearned premium of $9,731,000 represents nine months of premium
on all of the January 1 renewed insurance policies written from January 1
through September 30, 1996. Since most policies expire at December 31 each
year, there was only $1,188,000 of unearned premium at December 31 for policies
written during 1995. An estimated unearned premium reserve for free reporting
endorsements provided to certain insureds at death, disability and retirement
amounting to $5,845,000 is the majority of the unearned premium balance at
December 31, 1995. The same $5,845,000 is included in the September 30, 1996
unearned premium total.
The retrospective premium liabilities of $10,248,000 at September 30, 1996
and $10,864,000 at December 31, 1995 were both made up of two major items.
One represents amounts due to Iowa policyholders under terms of the Midwest
Medical Insurance Company/Iowa Physicians Mutual Insurance Trust (MMIC/IPMIT)
July 1, 1993 merger agreement. That agreement provides if financial results
for years prior to 1993 are more favorable than expected, the favorable
development must be returned to former IPMIT policyholders who were insured
by IPMIT on December 31, 1992 and who renew their coverage with MMIC. This
liability was $5,664,000 at December 31, 1995 and $5,645,000 at September 30,
1996. The second is a liability to Minnesota policyholders under a
retrospective premium rating plan. The second liability totaled $5,200,000
at December 31, 1995 and $4,603,000 at September 30, 1996. In March of 1996,
$5,200,000 Minnesota retrospective premium liability and $2,300,000 of the
Iowa merger agreement liability was paid to policyholders.
8
<PAGE>
Cash flow from operations for the first nine months of both 1996 and 1995 has
been depressed by the payment, in March of both years, of the retrospective
premium credit to Minnesota policyholders and the premium credit to Iowa
policyholders under terms of the MMIC/IPMIT merger agreement. Those payments
totaled $7,500,000 in 1996 and $9,000,000 in 1995.
Net income for the first half of 1996 and 1995 was $6,687,000 and $4,425,000
respectively. These amounts were added to the Company's retained earnings.
Total equity consisting of redeemable stock and other shareholder's equity,
increased by $4,816,000 during the first nine months of 1996. Net income of
$6,687,000 added to equity was offset by a decrease in the fair value of
investments, net of deferred taxes, totalling $1,112,000, and Class A stock
redemptions of $542,000.
Results of Operations
- ---------------------
Net premiums earned were $2,973,000 lower during the first nine months of 1996
than for the same period in 1995. During the three months ended September 30,
1996 net premiums were $6,835,000 lower than the same period in 1995. These
variances are primarily the result recording a number of adjustments to premium
in the first nine months of 1996 with no counterpart transactions in the first
nine months of 1995. The transactions and their impact on net premium were:
Net Premium Effect
1) Minnesota policyholder retrospective premium
credit--declared and recorded in September
1996 to be paid in 1997. -4,600
2) Recognition of additional MMIC/IPMIT merger
liabilities--to be returned as reductions of
premium--recorded in September 1996. -1,400
------
Subtotal impact on three months ending
September 30, 1996 -6,000
3) Cash receipts from commutation of reinsurance
treaty for the period January 1, 1989 to
December 31, 1990, received April 1996. +2,194
4) Reduction to 1995 reinsurance premium under
current treaty recorded in May, 1996. +841
Approximate amount of 1995 error recorded
through September 1995. Impact on difference
between years equals. +630
5) Recognition of additional MMIC/IPMIT merger
liabilities--recorded January-June 1996. -600
------
Impact on nine months ending Sept. 30, 1996 -2,935
------
------
9
<PAGE>
Losses and loss adjustment expenses were $4,825,000 lower during the first nine
months of 1996 than for the same period in 1995. Losses decreased approximately
$1,200,000 due to slightly lower policyholder count and premium volume. During
the first nine months of 1996, $4,300,000 of prior years loss reserves were
released compared to a similar smaller release of $1,770,000 in 1995. Releasing
prior year's loss reserves decreases current year loss expense. This difference
causes 1996 losses to be lower by $2,530,000. The same factors caused loss
expenses to be lower during the three month period ending September 30, 1996,
vs. the same period in 1995.
Other underwriting expenses are higher in 1996 than 1995 because of expenses
incurred in connection of the merger of Medical Liability Mutual Insurance
Company of Nebraska into the Company.
Net income for the first nine months of 1996 was $2,432,000 greater than the
same period of 1995. This larger net income was the result lower loss and loss
adjustment expense discussed earlier and the reduced federal income provision
from a $1,852,000 1992 tax refund received in 1996.
10
<PAGE>
Part II. Other Information
Item 6 Exhibits
None
Reports on Form 8-K
No reports on Form 8-K have been filed.
11
<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.
Midwest Medical Insurance Holding Company
-----------------------------------------
(Registrant)
Date___________________ __________________________________________
David P. Bounk
President and Chief
Executive Officer
Date___________________ __________________________________________
Merlin R. Bretzman
Vice President and
Principal Financial Officer
and Principal Accounting
Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MIDWEST
MEDICAL INSURANCE HOLDING COMPANY'S 10Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> SEP-30-1996 SEP-30-1995
<DEBT-HELD-FOR-SALE> 183,359 182,817
<DEBT-CARRYING-VALUE> 0 0
<DEBT-MARKET-VALUE> 0 0
<EQUITIES> 34,682 28,311
<MORTGAGE> 0 0
<REAL-ESTATE> 0 0
<TOTAL-INVEST> 218,041 211,128
<CASH> 8,288 15,719
<RECOVER-REINSURE> 22,114 25,112
<DEFERRED-ACQUISITION> 0 0
<TOTAL-ASSETS> 267,180 264,584
<POLICY-LOSSES> 111,459 120,264
<UNEARNED-PREMIUMS> 16,764 7,033
<POLICY-OTHER> 0 0
<POLICY-HOLDER-FUNDS> 0 0
<NOTES-PAYABLE> 0 0
0 0
0 0
<COMMON> 6,598 6,975
<OTHER-SE> 108,485 103,292
<TOTAL-LIABILITY-AND-EQUITY> 267,180 264,584
23,479 26,452
<INVESTMENT-INCOME> 9,085 9,233
<INVESTMENT-GAINS> 1,704 1,626
<OTHER-INCOME> 0 0
<BENEFITS> 21,484 26,309
<UNDERWRITING-AMORTIZATION> 0 0
<UNDERWRITING-OTHER> 4,987 4,144
<INCOME-PRETAX> 7,797 6,858
<INCOME-TAX> 1,110 2,433
<INCOME-CONTINUING> 6,687 4,425
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 170
<CHANGES> 0 0
<NET-INCOME> 6,687 4,255
<EPS-PRIMARY> 52.43 33.90
<EPS-DILUTED> 52.43 33.90
<RESERVE-OPEN> 0 0
<PROVISION-CURRENT> 0 0
<PROVISION-PRIOR> 0 0
<PAYMENTS-CURRENT> 0 0
<PAYMENTS-PRIOR> 0 0
<RESERVE-CLOSE> 0 0
<CUMULATIVE-DEFICIENCY> 0 0
</TABLE>
